EXHIBIT 10.7
         Supplemental Retirement Agreement between NBT Bancorp Inc., NBT
             Bank, National Association and Joe C. Minor made as of
                                 January 1, 2000


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                        SUPPLEMENTAL RETIREMENT AGREEMENT

         This  sets  forth  the  terms  of  an  agreement  for  the  payment  of
supplemental  retirement income ("Agreement") made as of January 1, 2000 between
(i) NBT BANCORP  INC.,  a Delaware  corporation  and a  registered  bank holding
company,  and NBT BANK,  NATIONAL  ASSOCIATION,  a national banking  association
chartered  under the laws of the United States,  both having offices  located at
Norwich,  New  York  (collectively,  the  "Bank"),  and (ii)  JOE C.  MINOR,  an
individual  residing at One Wales Drive,  Norwich,  New York 13815, and who is a
member of a select group of management or highly  compensated  employees  within
the meaning of section 201(2) of the Employee  Retirement Income Security Act of
1974, as amended ("Minor").

         1.       PURPOSE OF THE  AGREEMENT.  The purpose of this Agreement is
to provide Minor a  supplemental  retirement  benefit in accordance with the
terms of this Agreement.

         2.       DEFINITIONS.  For purposes of this Agreement, the following
words shall have the meaning indicated:

                  (a)      ACTUARIAL  EQUIVALENT.  "Actuarial  Equivalent" shall
have the same meaning the term "Actuarial  Equivalent" has under Section 2.03
of the Qualified Plan using the following actuarial assumptions:

                           MORTALITY:       "Applicable Mortality  Rate" as such
                           term is  defined  in  Section  2.03c of the Qualified
                           Plan.

                           INTEREST RATE:   "Applicable Interest Rate" as such
                           term is defined in Section 2.09b of the Qualified
                           Plan.

                  (b) BENEFICIARY.  "Beneficiary"  shall mean such living person
         or living persons  designated by Minor in accordance with  subparagraph
         5(a) to receive  benefits under this Agreement  after his death, or his
         personal or legal representative, all as herein described and provided.
         If no Beneficiary is designated by Minor or if no Beneficiary  survives
         Minor, the Beneficiary shall be Minor's estate.

                  (c)      CAUSE.  "Cause" shall mean Minor's:

                           (i) willful or gross  misconduct  with respect to the
                  business  and affairs of the Bank,  or with  respect to any of
                  its   affiliates   for  which  Minor  is   assigned   material
                  responsibilities or duties;

                           (ii) conviction of a felony (after the earlier of the
                  expiration of any applicable appeal period without  perfection
                  of an appeal by Minor or the  denial of any appeal as to which
                  no further  appeal or review is available to Minor) whether or
                  not committed in the course of his employment by the Bank;
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                           (iii) willful neglect,  failure,  or refusal to carry
                  out his duties  under the  Employment  Agreement  between  NBT
                  Bancorp  Inc.  and  Minor  dated as of  January  1,  2000 (the
                  "Employment Agreement") in a reasonable manner (other than any
                  such  failure  resulting  from  disability  or  death  or from
                  termination  by  Minor  for Good  Reason,  as  defined  in the
                  Employment  Agreement)  after a written demand for substantial
                  performance is delivered to Minor that specifically identifies
                  the  manner  in which  the Bank  believes  that  Minor has not
                  substantially  performed  his  duties  and he has not  resumed
                  substantial  performance  of his duties on a continuous  basis
                  within thirty days of receiving such demand; or

                           (iv)  breach of any  representation  or  warranty  in
                  section 6(a) of the  Employment  Agreement or of any agreement
                  contained  in  section  1, 4,  5,  or  6(b) of the  Employment
                  Agreement, which breach is material and adverse to the Bank or
                  any of its  affiliates  for which Minor is  assigned  material
                  responsibilities or duties.

                  (d) CHANGE OF CONTROL. "Change of Control" shall mean a Change
         in Control  as such term is defined in the Change in Control  Agreement
         between  Minor and the Bank dated  January 1, 2000 (a  revision  of the
         October 27, 1998 and January 2, 1997 agreements).

                  (e) CODE.  "Code" shall mean the Internal Revenue Code of
         1986, as amended.

                  (f) DETERMINATION  DATE.  "Determination  Date" shall
         mean the earlier of (i) the date of termination of Minor's
         employment with the Bank or (ii) the first day of the month following
         Minor's 65th birthday.

                  (g) FINAL AVERAGE  COMPENSATION.  "Final Average Compensation"
         shall have the same meaning the term "Final Average  Compensation"  has
         under Section 2.27 of the Qualified  Plan,  except that in  determining
         the amount of Compensation (as defined in Section 2.14 of the Qualified
         Plan)  to be used  in  calculating  Final  Average  Compensation  under
         Section 2.27 of the Qualified Plan,  Compensation  shall not be subject
         to the compensation limitation of section 401(a)(17) of the Code.

                  (h) FULL-TIME  EMPLOYEE.  "Full-Time  Employee"  shall mean an
         employee who works not less than 1,000 hours in a calendar year.

                  (i) OTHER RETIREMENT BENEFITS.  "Other Retirement
         Benefits" shall mean the sum of:

                           (i) The annual benefit payable to Minor from the
                  Qualified Plan, plus

                           (ii) The annual benefit that could be provided by (A)
                  Bank  contributions  (other than elective  deferrals)  made on
                  Minor's behalf under the NBT Bancorp Inc.  401(k) and Employee
                  Stock Ownership Plan, and (B) actual earnings on contributions

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                  in (A), if such contributions and earnings were converted to a
                  benefit payable on the Determination  Date in the same form as
                  the  benefit  paid  under  this  Agreement,   using  the  same
                  actuarial assumptions as are provided under subparagraph 2(a).

                  The amount of Other Retirement Benefits shall be determined by
         an actuary  selected by the Bank,  with such  determination  to be made
         without  reduction for payment of benefits  prior to any stated "normal
         retirement  date" and  without  regard to  whether  Minor is  receiving
         payment of such benefits on the Determination Date. To the extent Minor
         receives  a  payment  of  Other   Retirement   Benefits   described  in
         subparagraph  2(i)(ii)  prior to the date the  Supplemental  Retirement
         Benefit is  determined  pursuant to this  Agreement,  the total of such
         Other Retirement Benefits shall be determined by including and assuming
         that such  amounts  earned  interest  at a  variable  rate equal to the
         one-year  United States  Treasury bill rate as reported in the New York
         edition of The Wall Street Journal on the  Determination  Date from the
         date received to the date Other Retirement  Benefits are calculated for
         purposes of this Agreement.

                  (j) PRESENT  VALUE.  "Present  Value" shall mean the present
         value of a benefit  determined on the basis of the following actuarial
         assumptions:

                           MORTALITY:       "Applicable  Mortality  Rate" as
                                            such  term is  defined  in  Section
                                            2.03c of the Qualified Plan.

                           INTEREST RATE:   "Applicable Interest Rate" as such
                                            term is defined in Section 2.09b of
                                            the Qualified Plan.

                  (k)      QUALIFIED PLAN.  "Qualified Plan" shall mean the NBT
                  BANCORP Inc. Defined Benefit Pension Plan.

                  (l)      SOCIAL SECURITY  BENEFIT.  "Social Security  Benefit"
                  shall mean Minor's actual social security  benefit at his
                  Social Security Retirement Age.

                  (m)      SOCIAL  SECURITY  RETIREMENT  AGE.  "Social  Security
                  Retirement  Age" shall have the same meaning the term
                  "Social Security Retirement Age" has under Section 2.58 of the
                  Qualified Plan.

                  (n)      YEAR OF SERVICE.  "Year of Service" shall mean a
                  calendar year in which Minor  completes not less than 1,000
                  hours of service.

         3.       AMOUNT OF SUPPLEMENTAL RETIREMENT BENEFIT.

                  (a) AMOUNT  PAYABLE ON AND AFTER AGE 62. If Minor shall remain
         employed by the Bank until  reaching  his 62nd  birthday,  serving as a


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         Full-Time  Employee until such date, and subject to the other terms and
         conditions  of this  Agreement,  the Bank  shall  pay  Minor an  annual
         "Supplemental Retirement Benefit" determined as follows:

                           (i) ON AND AFTER AGE 62 BUT  BEFORE  SOCIAL  SECURITY
                  RETIREMENT  AGE.  Minor shall be  entitled  to a  Supplemental
                  Retirement  Benefit on and after his 62nd  birthday but before
                  his Social  Security  Retirement Age in an amount equal to the
                  excess  of  (1)  50   percent   of   Minor's   Final   Average
                  Compensation,  over (2)  Minor's  Other  Retirement  Benefits,
                  determined  as of the  Determination  Date and  calculated  in
                  accordance with paragraph 2(i).

                           (ii) ON AND AFTER  SOCIAL  SECURITY  RETIREMENT  AGE.
                  Minor shall be entitled to a Supplemental  Retirement  Benefit
                  on and after his Social  Security  Retirement Age in an amount
                  equal to the excess of (1) 50 percent of Minor's Final Average
                  Compensation,   over  (2)  the  sum  of  (aa)  Minor's   Other
                  Retirement  Benefits,  determined as of the Determination Date
                  and calculated in accordance  with paragraph  2(i),  plus (bb)
                  Minor's Social Security Benefit.

                  (b)  AMOUNT  PAYABLE ON AND AFTER AGE 60 BUT BEFORE AGE 62. If
         Minor  shall  remain  employed  by the  Bank  until  reaching  his 60th
         birthday,  serving  as a  Full-Time  Employee  until  such  date and he
         continues  to  serve  as a  Full-Time  Employee  until  the date of his
         retirement,  and he retires then or thereafter but before  reaching his
         62nd  birthday,  and subject to the other terms and  conditions of this
         Agreement,  the Bank  shall  pay  Minor on the date of his  retirement,
         pursuant to subparagraph  4(b), or to his spouse or other  Beneficiary,
         pursuant  and  subject to  subparagraph  6(c) if he has died before his
         62nd  birthday,   a  reduced  early  Supplemental   Retirement  Benefit
         calculated in accordance with the following schedule:

                           (i) If the date of Minor's  retirement shall be on or
                  after his 60th birthday but before his 61st birthday, the Bank
                  shall  pay Minor 60% of the  Supplemental  Retirement  Benefit
                  calculated in accordance with subparagraph 3(a)(i); and

                           (ii) If the date of Minor's retirement shall be on or
                  after his 61st birthday but before his 62nd birthday, the Bank
                  shall pay Minor 70% of the Supplemental  Retirement Benefit so
                  calculated.

                  (c) ENHANCED  BENEFIT.  Notwithstanding  any provision of this
         paragraph  to  the  contrary,   Minor's  benefit   hereunder  shall  be
         calculated in accordance with section 3(c) of the Employment  Agreement
         between  the Bank and Minor if,  in  accordance  with the terms of such
         section, Minor is entitled to the enhancement provided therein.


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<PAGE>
         4.       TIME OF PAYMENT.

                  (a) Except as provided in subparagraph 4(b) (early retirement)
         and paragraph 6 (payment on death), the Bank shall pay the Supplemental
         Retirement  Benefit  commencing on the first day of the month following
         Minor's attainment of age 62.

                  (b) Notwithstanding subparagraph 4(a), the Bank shall commence
         payment  of an early  Supplemental  Retirement  Benefit,  in the amount
         determined  under  subparagraph  3(b),  on the  first  day of the month
         following   Minor's   Determination   Date  in  connection  with  early
         retirement  after  reaching  age 60 and  prior  to the date of his 62nd
         birthday.

         5.       FORM OF PAYMENT.

                  (a) The Supplemental Retirement Benefit described in paragraph
         3 of this Agreement  shall be paid as a straight life annuity,  payable
         in monthly installments,  for Minor's life; provided,  however, that if
         Minor has no  surviving  spouse  and dies  before  having  received  60
         monthly  payments,  such  monthly  payments  shall be  continued to his
         Beneficiary until the total number of monthly payments to Minor and his
         Beneficiary equal 60, whereupon all payments shall cease and the Bank's
         obligation  under  this  Agreement  shall be deemed to have been  fully
         discharged.  If Minor  and his  Beneficiary  shall  die  before  having
         received  a total  of 60  monthly  payments,  an  amount  equal  to the
         Actuarial  Equivalent of the balance of such monthly  payments shall be
         paid in a single  sum to the  estate of the  survivor  of Minor and his
         Beneficiary.  If  Supplemental  Retirement  Benefits are payable in the
         form  described in this  subparagraph  5(a),  Minor shall  designate in
         writing,  as  his  Beneficiary,   any  person  or  persons,  primarily,
         contingently  or  successively,  to whom the Bank  shall  pay  benefits
         following  Minor's  death if  Minor's  death  occurs  before 60 monthly
         payments have been made.

                  (b)   Notwithstanding   the  form  of  payment   described  in
         subparagraph  5(a),  if Minor is  married  on the date  payment  of the
         Supplemental Retirement Benefit commences, the benefit shall be paid as
         a  50%  joint  and  survivor   annuity  with  Minor's   spouse  as  the
         Beneficiary.  The 50% joint and survivor annuity shall be the Actuarial
         Equivalent  of the  benefit  described  in  subparagraph  5(a).  If the
         Supplemental   Retirement   Benefit   is  payable   pursuant   to  this
         subparagraph 5(b), but Minor's spouse fails to survive him, no payments
         will be made pursuant to this Agreement following Minor's death.

                  (c) Notwithstanding the foregoing provisions of this paragraph
         5, the Bank, in its sole discretion,  may accelerate the payment of all
         or any portion of the  Supplemental  Retirement  Benefit or the reduced
         early  Supplemental   Retirement  Benefit  at  any  time.  Any  payment
         accelerated  in  accordance  with this  subparagraph  5(c) shall be the
         Actuarial Equivalent of the payment being accelerated.


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<PAGE>
         6.       PAYMENTS UPON MINOR'S DEATH.

                  (a) Except as provided in subparagraphs 6(b) and (c), if Minor
         shall die before his 62nd birthday,  no payment shall be due his estate
         under this Agreement.

                  (b)  If  Minor's  death  shall  occur  on or  after  his  60th
         birthday,  after he has retired but before payment of any  Supplemental
         Retirement  Benefit has commenced,  Minor's  surviving  spouse shall be
         paid  as a  straight  life  annuity  50  percent  of  the  Supplemental
         Retirement  Benefit for her life  commencing  within 30 days  following
         Minor's  death.  Such payments  shall be made in monthly  installments,
         subject to the right of the Bank to  accelerate  payment at any time in
         accordance with subparagraph 5(c).

                  (c) If Minor elects early retirement  pursuant to subparagraph
         3(b) and he dies before payment of any Supplemental  Retirement Benefit
         has  commenced,  Minor's  surviving  spouse  shall be paid,  in monthly
         installments,   as  a  straight  life  annuity,   50  percent  of  such
         Supplemental  Retirement Benefit for her life commencing within 30 days
         following Minor's death, subject to the right of the Bank to accelerate
         such payments as provided in  subparagraph  5(c).  However,  if Minor's
         spouse  fails to survive  him,  the Bank shall pay to Minor's  estate a
         lump sum benefit  equal to 50 percent of the  Present  Value of Minor's
         Supplemental Retirement Benefit.

                  (d) Except as  otherwise  provided in  subparagraph  6(c),  no
         payments  shall be made  under  this  Agreement  if Minor  dies  before
         payment of any  Supplemental  Retirement  Benefit begins and his spouse
         fails to survive him.

                  (e)  If  Minor's   death  shall  occur  after   payment  of  a
         Supplemental  Retirement Benefit has commenced,  Minor surviving spouse
         or other  Beneficiaries  shall receive payments under this Agreement to
         the extent provided in paragraph 5.

         7.       FORFEITURE FOR CAUSE.  Notwithstanding any other provision of
this Agreement,  if Minor's employment with the Bank is terminated for Cause,
Minor and his spouse or other Beneficiaries shall forfeit all rights to any
payment under this Agreement.

         8.  POWERS.  The Bank shall  have such  powers as may be  necessary  to
discharge its duties under this Agreement,  including the power to interpret and
construe this  Agreement and to determine  all questions  regarding  employment,
disability status, service,  earnings,  income and such factual matters as birth
and marital status. The Bank's determinations  hereunder shall be conclusive and
binding  upon the  parties  hereto and all other  persons  having or claiming an
interest under this Agreement.  The Bank shall have no power to add to, subtract
from, or modify any of the terms of this  Agreement.  The Bank's  determinations
hereunder  shall be entitled to  deference  upon review by any court,  agency or
other entity  empowered to review its decisions,  and shall not be overturned or
set aside by any court,  agency or other entity  unless  found to be  arbitrary,
capricious or contrary to law.

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         9.       CLAIMS PROCEDURE.

                  (a) Any  claim for  benefits  by  Minor,  his  spouse or other
         Beneficiaries  shall be made in writing to the Bank. In this paragraph,
         Minor and his Beneficiaries are referred to as "claimants."

                  (b) If the Bank  denies a claim in whole or in part,  it shall
         send the claimant a written  notice of the denial  within 90 days after
         the date it receives a claim,  unless it needs  additional time to make
         its decision.  In that case,  the Bank may authorize an extension of an
         additional 90 days if it notifies the claimant of the extension  within
         the initial 90-day period. The extension notice shall state the reasons
         for the extension and the expected decision date.

                  (c)      A denial notice shall contain:

                           (i)     The specific reason or reasons for the denial
                  of the claim;

                           (ii)    Specific reference to pertinent Agreement
                  provisions upon which the denial is based;

                           (iii)   A  description  of any additional material or
                  information   necessary   to  perfect   the  claim,   with  an
                  explanation  of why the material or  information is necessary;
                  and

                           (iv)    An explanation of the review procedures
                  provided below.

                  (d)  Within  60 days  after  the  claimant  receives  a denial
         notice, he or she may file a request for review with the Bank. Any such
         request must be made in writing.

                  (e) A claimant who timely requests review shall have the right
         to review  pertinent  documents,  to submit  additional  information or
         written comments, and to be represented.

                  (f) The Bank shall send the claimant a written decision on any
         request for review  within 60 days after the date it receives a request
         for  review,  unless an  extension  of time is  needed,  due to special
         circumstances.  In that case, the Bank may authorize an extension of an
         additional 60 days,  provided it notifies the claimant of the extension
         within the initial 60-day period.

                  (g)      The review decision shall contain:

                           (i)      The specific reason or reasons for the
                  decision; and


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                           (ii)    Specific reference to the pertinent Agreement
                   provisions upon which the decision is based.

                  (h) If the Bank does not send the  claimant a review  decision
         within the applicable time period,  the claim shall be deemed denied on
         review.

                  (i) The denial notice or, in the case of a timely review,  the
         review  decision  (including a deemed denial under  subparagraph  9(h))
         shall be the Bank's final decision.

         10. ASSIGNMENT. Neither Minor nor his spouse or other Beneficiaries may
transfer  his,  her or their  right to  payments  to which  he,  she or they are
entitled  under this  Agreement.  Except insofar as may otherwise be required by
law, any Supplemental  Retirement Benefit payable under this Agreement shall not
be  subject  in any  manner  to  alienation  by  anticipation,  sale,  transfer,
assignment,  pledge or  encumbrance,  nor  subject to the debts,  contracts,  or
liabilities of Minor or his spouse or other Beneficiaries.

         11.      CONTINUED  EMPLOYMENT.  This Agreement shall not be construed
as conferring on Minor a right to continued  employment with the Bank.

         12.      FUNDING.

                  (a) The Supplemental  Retirement Benefit at all times shall be
         entirely  unfunded,  and no  provision  shall at any time be made  with
         respect  to  segregating  any  assets of the Bank for  payments  of any
         benefits  hereunder,  except  that in the event of a Change of Control,
         the Bank, within five (5) days of such Change of Control,  shall fund a
         grantor  trust  within the  meaning of section  671 of the Code with an
         amount  sufficient  to  cover  all  potential  liabilities  under  this
         Agreement.

                  (b) Neither Minor nor his spouse or other  Beneficiaries shall
         have any interest in any particular assets of the Bank by reason of the
         right to receive a benefit under this  Agreement.  Minor and his spouse
         or other  Beneficiaries shall have only the rights of general unsecured
         creditors of the Bank with respect to any rights under this Agreement.

                  (c) Nothing  contained in this  Agreement  shall  constitute a
         guarantee  by the Bank or any  entity or person  that the assets of the
         Bank will be sufficient to pay any benefit hereunder.

         13.  WITHHOLDING.  Any payment made pursuant to this Agreement shall be
reduced by federal and state income, FICA or other employee payroll, withholding
or other similar taxes the Bank may be required to withhold. In addition, as the
Supplemental Retirement Benefit accrues during Minor's employment with the Bank,
the Bank may withhold from Minor's regular  compensation  from the Bank any FICA
or other  employee  payroll,  withholding or other similar taxes the Bank may be
required to withhold.


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<PAGE>



         14.      SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon,
and shall inure to the benefit of, the successors and assigns of the Bank.

         15.      APPLICABLE  LAW. This Agreement  shall be construed and
administered in accordance with the laws of the State of New York, except to the
extent preempted by federal law.

         16.      AMENDMENT.  This Agreement may not be amended,  modified or
otherwise altered except by written  instrument  executed by both parties.

         17.      ENTIRE AGREEMENT.  This Agreement  constitutes the entire
agreement and understanding of the parties,  and supersedes all prior agreements
or understanding  (whether  oral or written)  between the  parties,  relating to
deferred  compensation  and/or supplemental retirement income.



The parties hereby execute this Agreement as follows:

                                     NBT BANCORP INC.

                                     By: /S/ EVERETT A. GILMOUR

Date:        1/1/2000                Its:    CHAIRMAN
      -----------------------------      ---------------

                                     NBT BANK, NATIONAL ASSOCIATION

                                     By: /S/ DARYL R. FORSYTHE

Date:        1/1/2000                Its:  CHAIRMAN & CEO
      -----------------------------      ------------------





Date:        1/1/2000                /S/ JOE C. MINOR
      ----------------------------   -----------------------
                                         JOE C. MINOR


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