EXHIBIT 10.6
            Form of Employment Agreement between NBT Bancorp Inc. and
                     Joe C. Minor made as of January 1, 2000


<PAGE>


                              EMPLOYMENT AGREEMENT


         This EMPLOYMENT AGREEMENT (the "Agreement") made and entered into as of
the first day of January,  2000, by and between JOE C. MINOR  ("Executive")  and
NBT BANCORP INC., a Delaware corporation having its principal office in Norwich,
New York ("NBTB")
                          W I T N E S S E T H T H A T :

         WHEREAS, Executive is an executive vice president of NBT Bancorp Inc.
and NBT Bank,  National  Association,  a national banking association which is a
wholly-owned  subsidiary of NBTB ("NBT Bank"), and president and chief operating
officer of NBT  Financial  Services,  Inc.,  a Delaware  corporation  which is a
wholly-owned subsidiary of NBT Bank ("NBT FSI");

         WHEREAS, NBTB desires to secure the continued employment of Executive,
subject to the provisions of this Agreement; and

         WHEREAS,  Executive is desirous of entering into the Agreement for such
periods and upon the terms and conditions set forth herein;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
and agreements hereinafter set forth, intending to be legally bound, the parties
agree as follows:

         1.       EMPLOYMENT; RESPONSIBILITIES AND DUTIES.

                  (a) NBTB hereby agrees to cause NBT Bank to employ  Executive,
and Executive hereby agrees to serve as an executive vice president of NBT
Bancorp Inc. and NBT Bank, during the Term of  Employment.  NBTB  hereby  agrees
to cause NBT FSI to employ Executive,  and  Executive  hereby  agrees to serve
as the  president  and chief operating  officer of NBT FSI,  during the Term of
Employment.  Executive  shall have such  executive  duties,  responsibilities,
and  authority as shall be set forth in the  bylaws  of NBT Bank  and NBT  FSI,
as the case may be,  or as may otherwise be  determined by NBTB or by NBT Bank
and NBT FSI, as the case may be, including  supervisory  responsibilities  over
the trust  department of NBT Bank during the period commencing at the time of
the retirement of the individual who is the  chief  trust  officer  of NBT
Bank on the  date of this  Agreement  and continuing until the Termination Date.
During the Term of Employment,  Executive shall report directly to the chief
executive officer of NBTB.

                  (b) NBTB hereby  agrees to cause  Executive to be reelected to
the board of directors of NBT FSI for  successive  terms  throughout the Term of
Employment.

                  (c)  Executive  shall  devote his full  working  time and best
efforts to the performance of his responsibilities and duties hereunder.  During
the Term of Employment,  Executive shall not,  without the prior written consent
of the Board of Directors of NBTB or the president and chief  executive  officer
of NBTB, render services as an employee,  independent contractor,  or otherwise,
whether  or not  compensated,  to any  person or entity  other  than NBTB or its

<PAGE>

affiliates;  provided that Executive may, where  involvement in such  activities
does not  individually  or in the  aggregate  significantly  interfere  with the
performance  by Executive of his duties or violate the  provisions  of section 4
hereof,  (i)  render  services  to  charitable  organizations,  (ii)  manage his
personal  investments,  and  (iii)  with the  prior  permission  of the Board of
Directors  of  NBTB,  hold  such  other   directorships  or  part-time  academic
appointments  or have such other  business  affiliations  as would  otherwise be
prohibited under this section 1.

         2.       TERM OF EMPLOYMENT.

                  (a) The term of this Agreement ("Term of Employment") shall be
the period  commencing on the date of this Agreement (the  "Commencement  Date")
and  continuing  until the  Termination  Date,  which shall mean the earliest to
occur of:

                           (i)      the third anniversary of the Commencement
Date, provided, however, that (A) on the first
anniversary of the Commencement Date, the Term of Employment shall automatically
extend itself to the fourth anniversary of the Commencement Date, and (B) on the
second  anniversary  of the  Commencement  Date,  the Term of  Employment  shall
automatically extend itself to December 31, 2004;

                           (ii)     the death of Executive;

                           (iii)    Executive's inability to perform his duties
hereunder, as a result of physical or mental disability as reasonably determined
by the personal physician of Executive, for a period of at least 180 consecutive
days or for at least 180 days  during any period of twelve consecutive months
during the Term of Employment; or

                           (iv)     the discharge of Executive by NBTB "for
cause," which shall mean one or more of the following:

                                    (A)     any willful or gross misconduct by
Executive with respect to the business and affairs of NBTB,  NBT Bank, or NBT
FSI, or with respect to any of its  affiliates for which Executive is assigned
material responsibilities or duties;

                                    (B)     the conviction of Executive of a
felony (after the earlier of the expiration of any applicable  appeal  period
without  perfection of an appeal by Executive or the denial of any appeal as to
which no  further  appeal or review is  available  to Executive) whether or not
committed in the course of his employment by NBTB;

                                    (C)     Executive's willful neglect,
failure, or refusal to carry out his duties hereunder in a reasonable  manner
(other than any such failure  resulting  from  disability or death or from
termination by Executive for Good Reason, as hereinafter  defined) after a
written  demand for  substantial  performance  is delivered to Executive
that  specifically  identifies  the manner in which NBTB believes that Executive
has not  substantially  performed  his  duties  and  Executive  has not  resumed


                                      -2-
<PAGE>

substantial  performance of his duties on a continuous  basis within thirty days
of receiving such demand; or

                                    (D)     the breach by Executive of any
representation or warranty in section 6(a) hereof or of any  agreement
contained  in section 1, 4, 5, or 6(b)  hereof,  which breach is
material  and adverse to NBTB or any of its  affiliates  for which  Executive is
assigned material responsibilities or duties; or

                           (v)      Executive's resignation from his position as
an executive vice president of NBT Bancorp Inc. and NBT Bank or as president and
chief operating officer of NBT FSI other than for "Good Reason," as hereinafter
defined; or

                           (vi)     the termination of Executive's employment by
NBTB "without cause," which shall be for any reason other than those set forth
in subsections (i), (ii), (iii), (iv), or (v) of this section 2(a), at any time,
upon the thirtieth day following notice to Executive; or

                           (vii)    Executive's resignation for "Good Reason."

"Good  Reason"  shall  mean,  without   Executive's   express  written  consent,
reassignment  of  Executive  to a  position  other  than  as an  executive  vice
president of NBT Bancorp Inc. and NBT Bank and president and chief operating
officer of NBT FSI other than for "Cause," or a decrease in the amount or level
of Executive's  salary or benefits from the amount or level established in
section 3 hereof.

                  (b)  In the  event  that  the  Term  of  Employment  shall  be
terminated  for any  reason  other than that set forth in  section  2(a)(vi)  or
2(a)(vii) hereof, Executive shall be entitled to receive, upon the occurrence of
any such event:

                           (i)      any salary (as hereinafter defined) payable
pursuant to section 3(a)(i) hereof which shall have accrued as of the
Termination Date; and

                           (ii)     such rights as Executive shall have accrued
as of the Termination Date under the terms of any plans or arrangements in which
he participates  pursuant to section 3(b) hereof, any right to  reimbursement
for  expenses  accrued as of the  Termination  Date payable  pursuant  to
section  3(i)  hereof,  and the right to receive  the cash equivalent  of paid
annual  leave and sick leave  accrued as of the  Termination Date pursuant to
section 3(e) hereof.

                  (c)  In the  event  that  the  Term  of  Employment  shall  be
terminated  for the reason set forth in section  2(a)(vi) or  2(a)(vii)  hereof,
Executive shall be entitled to receive:

                           (i)      any salary payable pursuant to section 3(a)
(i) hereof which shall have accrued as of the Termination  Date,  and,  for the
period  commencing  on the  date  immediately following the  Termination  Date
and ending upon and including the latest of the third  anniversary  of the
Commencement  Date,  the date to  which  the Term of Employment shall (as of the
Termination Date) have automatically extended itself under section  2(a)(i)(A)
or 2(a)(i)(B)  hereof, or the first anniversary of the


                                      -3-
<PAGE>

Termination  Date,  salary payable at the rate  established  pursuant to section
3(a)(i) hereof, in a manner consistent with the normal payroll practices of NBTB
with  respect to  executive  personnel  as presently in effect or as they may be
modified by NBTB from time to time; and

                           (ii)     such rights as Executive may have accrued as
of the Termination Date under the terms of any plans or arrangements in which he
participates  pursuant to section 3(b) hereof,  any
right to  reimbursement  for expenses accrued as of the Termination Date payable
pursuant to section 3(i) hereof, and the right to receive the cash equivalent of
paid annual leave and sick leave accrued as of the Termination  Date pursuant to
section 3(e) hereof.

                  (d)  Any   provision   of  this  section  2  to  the  contrary
notwithstanding,  in the event that the  employment  of  Executive  with NBTB is
terminated  in any  situation  described  in section 3 of the  change-in-control
letter  agreement  dated  January  1,  2000  between  NBTB  and  Executive  (the
"Change-in-Control Agreement") so as to entitle Executive to a severance payment
and other benefits  described in section 3 of the  Change-in-Control  Agreement,
then Executive  shall be entitled to receive the following,  and no more,  under
this section 2:

                           (i)      any salary payable pursuant to section 3(a)
(i) hereof which shall have accrued as of the Termination Date;

                           (ii)     such rights as Executive shall have accrued
as of the Termination Date under the terms of any
plans or arrangements in which he participates  pursuant to section 3(b) hereof,
any right to  reimbursement  for  expenses  accrued as of the  Termination  Date
payable  pursuant  to section  3(i)  hereof,  and the right to receive  the cash
equivalent  of paid annual  leave and sick leave  accrued as of the  Termination
Date pursuant to section 3(e) hereof; and

                           (iii)    the severance payment and other benefits
provided in the Change-in-Control Agreement.

         3.       COMPENSATION.  For the services to be performed by Executive
for NBTB and its affiliates under this Agreement, Executive shall be compensated
in the following manner:

                  (a)      SALARY.  During the Term of Employment:

                           (i)      NBTB shall pay Executive a salary which, on
an annual basis, shall not be less than $230,000 during the Term of Employment,
assuming Executive performs competently.  Salary shall be payable in accordance
with the normal  payroll  practices of NBTB with respect to executive personnel
as presently in effect or as they may be modified by NBTB from time to time.

                           (ii)     Executive shall be entitled to annual salary
increases of 8 percent during the Term of Employment, beginning in the second
year of the Term of Employment, and shall be eligible to

                                      -4-
<PAGE>

be considered for further salary increases,  upon review, in accordance with the
compensation  policies of NBTB with respect to executive  personnel as presently
in effect or as they may be modified by NBTB from time to time.

                           (iii)    Executive shall be eligible to be considered
for performance bonuses of up to 75 percent of salary,  in accordance  with the
compensation  policies of NBTB with respect to executive  personnel as presently
in effect or as they may be modified by NBTB from time to time.

                  (b) EMPLOYEE BENEFIT PLANS OR ARRANGEMENTS. During the Term of
Employment,  Executive shall be entitled to participate in all employee  benefit
plans of NBTB,  as  presently  in effect or as they may be modified by NBTB from
time to time,  under such terms as may be applicable to officers of  Executive's
rank employed by NBTB or its affiliates,  including,  without limitation,  plans
providing retirement benefits, stock options, medical insurance, life insurance,
disability insurance, and accidental death or dismemberment insurance,  provided
that there be no  duplication  of such benefits as are provided  under any other
provision of this Agreement.

                  (c)  PERFORMANCE BASED INCREASE TO EXECUTIVE'S RETIREMENT
                       BENEFITS.

                           (1)      MEASURE AND AMOUNT.  If, as a direct result
of Executive's personal performance, NBTB has a "Sustained  Increase" to its net
earnings  before taxes  ("EBT"),  determined in accordance with section 3(c)(2)
hereof,  over the Lookback Period, as defined in section  3(c)(2)(i)  hereof,
then NBTB shall pay Executive an enhanced  benefit under  the  Supplemental
Retirement  Agreement  between  NBTB,  NBT  Bank,  and Executive dated January
1, 2000 ("SRA"), and an additional retirement benefit as follows:

                                    (i)    If the Sustained Increase to EBT over
the Lookback Period is at least $1.5 million, but less  than $4  million,  then
the  benefit  payable  under  the SRA  that  would
otherwise be payable upon Executive's  attaining age 62 shall instead be payable
thereunder  upon his attaining  age 61. In addition,  NBTB shall make a lump-sum
cash payment of $100,000 to a grantor  trust (as described in section 671 of the
Internal  Revenue  Code of 1986,  as  amended)  to be  established  for the sole
benefit of Executive ("Executive's Rabbi Trust") for payment upon his retirement
from  employment  with NBTB, in addition to any and all other  payments  payable
thereupon,  such payment to be made in accordance  with the terms of Executive's
Rabbi Trust.

                                    (ii)    If the Sustained Increase to EBT
over the Lookback Period is at least $4 million, but
less  than $8  million,  then the  benefit  payable  under  the SRA  that  would
otherwise be payable upon Executive's  attaining age 62 shall instead be payable
thereunder  upon his attaining  age 60. In addition,  NBTB shall make a lump-sum
cash  payment of  $300,000  to  Executive's  Rabbi  Trust for  payment  upon his
retirement  from employment with NBTB, in addition to any and all other payments
payable  thereupon,  such  payment  to be made in  accordance  with the terms of
Executive's Rabbi Trust.

                                      -5-
<PAGE>
                                    (iii)   If the Sustained Increase to EBT
over the Lookback Period is at least $8 million, then
the benefit  payable under the SRA that  otherwise  would be payable  thereunder
upon  Executive's  attaining  age 62 shall be  calculated  using  the  following
percentages in paragraph 3(a)(i)(1) of the SRA instead of "50%" at the following
retirement ages: 75% for retirement at age 62; 65% for retirement at age 61; and
55% for  retirement  at age 60. In  addition,  NBTB shall  make a lump-sum  cash
payment of $600,000 to  Executive's  Rabbi Trust for payment upon his retirement
from  employment  with NBTB, in addition to any and all other  payments  payable
upon such  retirement,  such payment to be made in accordance  with the terms of
Executive's Rabbi Trust.

                           (2)      LOOKBACK PERIOD AND DETERMINATION.

                                    (i)     The Lookback Period shall be the
period of three (3) full fiscal years of NBTB ending on
the  day  prior  to  the  first  day of the  fiscal  year  in  which  falls  the
Determination Date, as defined in paragraph 2(f) of the SRA.

                                    (ii)    Whether an increase to EBT is an
increase specified above ("Specified Increase") shall be
determined  by  comparing  the  contribution  to  EBT  as  a  direct  result  of
Executive's personal performance over the departments and/or companies for which
Executive is directly  responsible (the "Attributed Amount") for the fiscal year
immediately preceding the first year of the Lookback Period to that of the first
fiscal  year of the  Lookback  Period.  An  increase  to EBT will be  considered
sustained if the Attributed Amount for each of the second and third fiscal years
of the  Lookback  Period  is no less  than the  Attributed  Amount  for the year
immediately  preceding  the first year of the  Lookback  Period plus a Specified
Increase.  If the  Specified  Increase is achieved  and  sustained in the manner
provided in this section  3(c)(2),  then such increase to EBT shall be deemed to
be a "Sustained Increase" under section 3(c)(1).

                                    (iii)   Whether Executive has achieved a
Sustained Increase to EBT shall be determined by a
committee of the board of directors of NBT FSI made up of (a) Daryl R. Forsythe,
if he be a director of NBT FSI,  and (b) those  directors of NBT FSI who are not
employees of NBTB or any of its  affiliates  ("Committee").  Within a reasonable
period after the  Determination  Date, the Committee shall determine  separately
whether there has been a Sustained  Increase to NBTB's EBT and, if the Committee
determines there has been a Sustained Increase,  whether such Sustained Increase
was solely  attributable to Executive's  personal  performance based on the data
and factors described below.

                                    (iv)    If the Determination Date falls on a
date prior to the day following the last day of the
third full fiscal year the first of which began  coincident with, or immediately
following,  the effective date of this Agreement,  then the Executive may make a
reasonable and good faith projection of NBTB's EBT for the balance of what would
be the Lookback Period were the Determination  Date to fall on the earliest date
that would provide a full Lookback Period.  If, under  Executive's  projections,
(A) there would be a Sustained  Increase to EBT for the partial Lookback Period,
(B) such Sustained  Increase would continue for what would be the balance of the

                                      -6-
<PAGE>

Lookback  Period,  and (C) such Sustained  Increase was and would continue to be
solely  attributable  to Executive's  personal  performance,  then Executive may
submit his projections,  with all underlying data, assumptions,  methodology and
factors, to the Committee. The Committee shall review Executive's submission and
determine whether a Sustained  Increase to EBT (AA) was achieved for the partial
Lookback Period, (BB) is likely to continue for what would be the balance of the
Lookback  Period,  and (CC) was and would continue to be a result of Executive's
personal  performance.  The Committee shall make its determination  based on the
data and factors described below.

                                    (v)     In making comparisons and
calculations under this section 3(c)(2), the Committee shall (A) deem each
non-recurring  gain or loss  enjoyed or  suffered  by NBT Capital
Corp. at any time during the Lookback Period to have been enjoyed or suffered in
equal annual amounts during the years of the Lookback  Period,  the sum of which
equal annual amounts shall equal the amount of the particular non-recurring gain
or loss,  rather  than allot it  entirely  to the year in which it was  actually
enjoyed or  suffered,  and (B) deem each  non-recurring  gain or loss enjoyed or
suffered by NBT Capital Corp.  during the fiscal year immediately  preceding the
first year of the  Lookback  Period to have been  enjoyed or  suffered  in equal
annual amounts during such year and the years of the Lookback Period, the sum of
which  equal  annual   amounts   shall  equal  the  amount  of  the   particular
non-recurring  gain or loss,  rather  than allot it  entirely to the fiscal year
immediately  preceding the first year of the Lookback Period.  In addition,  for
determinations  based on Executive's  projections,  the Committee shall consider
whether the data, assumptions and methodology used by Executive in preparing his
projections  were each and, in the  aggregate,  accurate and  reasonable and are
consistent  with  NBTB's  historical  performance.  In making any  determination
hereunder, the Committee may retain and consult with such financial,  accounting
and legal  advisors as it deems  appropriate  and may solicit and accept further
data and analysis from the Executive, NBTB and/or third party advisor(s), as the
Committee believes necessary and/or desirable in its sole discretion.

                                    (vi)    The Committee's determination as to
whether a Sustained Increase has been achieved as a result of  Executive's
personal  performance  and the amount  thereof  shall be
absolute, final and binding on the Executive, NBTB and all other parties.

                  (d) STOCK OPTIONS.  Each January or February  annually  during
the Term of Employment,  NBTB will cause Executive to be granted a non-statutory
("non-qualified")  stock  option  (each an  "Option")  to purchase the number of
shares of the common stock of NBTB,  no par value,  $1.00 stated  value,  or the
common stock of NBTB as  reclassified  to have a par value of $.01 per share, as
the case may be (the "NBTB Common Stock"), pursuant to the NBT Bancorp Inc. 1993
Stock Option Plan, as amended,  or any  appropriate  successor  plan (the "Stock
Option  Plan"),  computed by dividing  250 percent of the  annualized  salary of
Executive on the date of grant of the Option by the "Fair Market  Value" of NBTB
Common Stock (as defined in the Stock Option Plan).  The option  exercise  price
per share of the shares  subject to each Option shall be such Fair Market Value,
and the terms, conditions of exercise, and vesting schedule of such Option shall
be as set forth in section 8 of the Stock Option Plan.


                                      -7-
<PAGE>
                  (e)  VACATION AND SICK LEAVE.  During the Term of  Employment,
Executive  shall be entitled to paid annual  vacation  periods and sick leave in
accordance with the policies of NBTB as in effect as of the Commencement Date or
as may be modified by NBTB from time to time as may be applicable to officers of
Executive's  rank employed by NBTB or its affiliates,  but in no event less than
four weeks of paid vacation per year.

                  (f) AUTOMOBILE. During the Term of Employment, Executive shall
be entitled to the use of an  automobile  owned by NBTB or an affiliate of NBTB,
the make, model, and year of which automobile shall be appropriate to an officer
of Executive's  rank employed by NBTB or its affiliates and consistent with that
provided  to others of  Executive's  rank  employed  by NBTB or its  affiliates.
During  the  second  year of the  Term of  Employment,  the  automobile  used by
Executive will be replaced with a new  automobile,  whose value shall not exceed
$45,000  escalated by an amount  calculated by the controller's  division of NBT
Bank to adjust for the effect of inflation upon $45,000 between the Commencement
Date and the date of the replacement of the vehicle (an "Inflation Adjustment").
During the remaining term of the Term of  Employment,  should three years elapse
from the date of the automobile  replacement  described in the previous sentence
(or any subsequent automobile  replacement that takes place under this section),
or, if earlier, should the replaced automobile (or any automobile provided under
such subsequent  automobile  replacement) have accumulated 50,000 miles, then it
will be replaced with a new  automobile  whose value shall not exceed the sum of
$45,000 and an Inflation  Adjustment.  Executive  shall be  responsible  for all
expenses of ownership and use of any such  automobile,  subject to reimbursement
of expenses for business use in accordance with section 3(i).

                  (g)  COUNTRY  CLUB  DUES.   During  the  Term  of  Employment,
Executive shall be reimbursed for dues and  assessments  incurred in relation to
Executive's membership at Yahundasis Country Club. Such reimbursement during the
first year of the Term of Employment shall include  reimbursement of Executive's
initiation  fees with respect to  Executive's  membership at Yahundasis  Country
Club.

                  (h)      WITHHOLDING.  All compensation to be paid to
Executive hereunder shall be subject to required withholding and other taxes.

                  (i) EXPENSES.  During the Term of Employment,  Executive shall
be  reimbursed  for  reasonable  travel and other  expenses  incurred or paid by
Executive  in  connection  with  the  performance  of his  services  under  this
Agreement,  upon  presentation  of expense  statements or vouchers or such other
supporting information as may from time to time be requested, in accordance with
such policies of NBTB as are in effect as of the Commencement Date and as may be
modified  by NBTB from time to time,  under such terms as may be  applicable  to
officers of Executive's rank employed by NBTB or its affiliates.


                                      -8-
<PAGE>


         4.       CONFIDENTIAL BUSINESS INFORMATION; NON-COMPETITION.

                  (a)  Executive  acknowledges  that certain  business  methods,
creative techniques,  and technical data of NBTB and its affiliates and the like
are deemed by NBTB to be and are in fact  confidential  business  information of
NBTB or its  affiliates or are  entrusted to third  parties.  Such  confidential
information  includes  but  is  not  limited  to  procedures,   methods,   sales
relationships  developed  while  in the  service  of  NBTB  or  its  affiliates,
knowledge  of  customers  and their  requirements,  marketing  plans,  marketing
information,  studies, forecasts, and surveys, competitive analyses, mailing and
marketing  lists, new business  proposals,  lists of vendors,  consultants,  and
other  persons  who render  service or provide  material  to NBTB or NBT Bank or
their affiliates,  and compositions,  ideas,  plans, and methods belonging to or
related to the affairs of NBTB or NBT Bank or their affiliates.  In this regard,
NBTB asserts  proprietary rights in all of its business  information and that of
its affiliates  except for such  information as is clearly in the public domain.
Notwithstanding  the  foregoing,  information  that would be generally  known or
available to persons  skilled in  Executive's  fields shall be  considered to be
"clearly in the public  domain"  for the  purposes  of the  preceding  sentence.
Executive agrees that he will not disclose or divulge to any third party, except
as may be required by his duties hereunder,  by law,  regulation,  or order of a
court or government  authority,  or as directed by NBTB, nor shall he use to the
detriment of NBTB or its  affiliates  or use in any business or on behalf of any
business  competitive with or  substantially  similar to any business of NBTB or
NBT Bank or their affiliates,  any confidential  business  information  obtained
during  the  course  of his  employment  by NBTB.  The  foregoing  shall  not be
construed as  restricting  Executive  from  disclosing  such  information to the
employees of NBTB or NBT Bank or their affiliates.

                  (b) Executive  hereby agrees that from the  Commencement  Date
until the first  anniversary  of the  Termination  Date,  Executive will not (i)
interfere with the relationship of NBTB or NBT Bank or their affiliates with any
of their employees,  suppliers,  agents, or representatives (including,  without
limitation,  causing or helping another business to hire any employee of NBTB or
NBT Bank or their affiliates),  or (ii) directly or indirectly divert or attempt
to divert from NBTB,  NBT Bank or their  affiliates any business in which any of
them has been actively engaged during the Term of Employment, nor interfere with
the  relationship  of  NBTB,  NBT  Bank or  their  affiliates  with any of their
customers or  prospective  customers.  This  paragraph 4(b) shall not, in and of
itself,  prohibit  Executive from engaging in the banking,  trust,  or financial
services business in any capacity, including that of an owner or employee.

                  (c) Executive  acknowledges and agrees that irreparable injury
will  result to NBTB in the event of a breach of any of the  provisions  of this
section 4 (the  "Designated  Provisions")  and that  NBTB will have no  adequate
remedy at law with  respect  thereto.  Accordingly,  in the event of a  material
breach of any  Designated  Provision,  and in  addition  to any  other  legal or
equitable  remedy  NBTB may  have,  NBTB  shall be  entitled  to the  entry of a
preliminary and permanent injunction  (including,  without limitation,  specific
performance) by a court of competent  jurisdiction in Chenango County, New York,
or  elsewhere,  to restrain the violation or breach  thereof by  Executive,  and
Executive submits to the jurisdiction of such court in any such action.


                                      -9-
<PAGE>


                  (d) It is the  desire  and  intent  of the  parties  that  the
provisions of this section 4 shall be enforced to the fullest extent permissible
under  the  laws and  public  policies  applied  in each  jurisdiction  in which
enforcement is sought.  Accordingly, if any particular provision of this section
4 shall be adjudicated to be invalid or  unenforceable,  such provision shall be
deemed amended to delete therefrom the portion thus adjudicated to be invalid or
unenforceable, such deletion to apply only with respect to the operation of such
provision in the particular  jurisdiction in which such adjudication is made. In
addition, should any court determine that the provisions of this section 4 shall
be unenforceable with respect to scope, duration, or geographic area, such court
shall be empowered to substitute, to the extent enforceable,  provisions similar
hereto or other  provisions  so as to provide  to NBTB,  to the  fullest  extent
permitted by applicable law, the benefits intended by this section 4.

         5. LIFE INSURANCE.  In light of the unusual abilities and experience of
Executive, NBTB in its discretion may apply for and procure as owner and for its
own benefit insurance on the life of Executive,  in such amount and in such form
as NBTB may choose.  NBTB shall make all payments for such  insurance  and shall
receive all benefits from it. Executive shall have no interest whatsoever in any
such policy or policies  but,  at the request of NBTB,  shall  submit to medical
examinations  and supply such  information  and execute  such  documents  as may
reasonably be required by the  insurance  company or companies to which NBTB has
applied for insurance.

         6.       REPRESENTATIONS AND WARRANTIES.

                  (a)  Executive  represents  and  warrants  to  NBTB  that  his
execution,  delivery,  and  performance  of this Agreement will not result in or
constitute  a breach of or  conflict  with any  term,  covenant,  condition,  or
provision  of any  commitment,  contract,  or  other  agreement  or  instrument,
including,   without  limitation,  any  other  employment  agreement,  to  which
Executive is or has been a party.

                  (b) Executive shall indemnify,  defend, and hold harmless NBTB
for, from, and against any and all losses, claims, suits, damages,  expenses, or
liabilities,  including court costs and counsel fees, which NBTB has incurred or
to which  NBTB may  become  subject,  insofar  as such  losses,  claims,  suits,
damages,  expenses,  liabilities,  costs, or fees arise out of or are based upon
any  failure of any  representation  or warranty of  Executive  in section  6(a)
hereof to be true and correct when made.

         7. NOTICES.  All notices,  consents,  waivers, or other  communications
which are required or permitted hereunder shall be in writing and deemed to have
been duly given if delivered personally or by messenger, transmitted by telex or
telegram,  by express courier,  or sent by registered or certified mail,  return
receipt requested, postage prepaid. All communications shall be addressed to the
appropriate address of each party as follows:


                                      -10-
<PAGE>
If to NBTB:

         NBT Bancorp Inc.
         52 South Broad Street
         Norwich, New York  13815

         Attention:        Mr. Daryl R. Forsythe
                           President and Chief Executive Officer

With a required copy to:

         Brian D. Alprin, Esq.
         Duane, Morris & Heckscher LLP
         1667 K Street, N.W., Suite 700
         Washington, D.C.  20006

If to Executive:

         Mr. Joe C. Minor
         One Wales Drive
         Norwich, New York  13815

All such  notices  shall be  deemed to have  been  given on the date  delivered,
transmitted, or mailed in the manner provided above.

         8.       ASSIGNMENT.  Neither party may assign this Agreement or any
rights or obligations hereunder without the consent of the other party.

         9. GOVERNING LAW. This Agreement shall be governed by,  construed,  and
enforced in accordance  with the laws of the State of New York,  without  giving
effect  to the  principles  of  conflict  of law  thereof.  The  parties  hereby
designate Chenango County, New York to be the proper  jurisdiction and venue for
any suit or action arising out of this Agreement.  Each of the parties  consents
to personal  jurisdiction in such venue for such a proceeding and agrees that it
may be served with process in any action with  respect to this  Agreement or the
transactions  contemplated  thereby by  certified  or  registered  mail,  return
receipt  requested,  or to its  registered  agent for  service of process in the
State of New York. Each of the parties  irrevocably and  unconditionally  waives
and agrees,  to the fullest extent  permitted by law, not to plead any objection
that it may now or hereafter  have to the laying of venue or the  convenience of
the  forum  of any  action  or  claim  with  respect  to this  Agreement  or the
transactions contemplated thereby brought in the courts aforesaid.

         10.  ENTIRE   AGREEMENT.   This   Agreement   constitutes   the  entire
understanding  among NBTB and Executive  relating to the subject  matter hereof.
Any previous agreements or understandings  between the parties hereto or between
Executive and NBT Bank or any of its  affiliates  regarding  the subject  matter


                                      -11-
<PAGE>
hereof,  including  without  limitation  the terms and conditions of employment,
compensation,  benefits,  retirement,  competition following employment, and the
like, are merged into and superseded by this  Agreement.  Neither this Agreement
nor any provisions hereof can be modified,  changed,  discharged,  or terminated
except by an instrument in writing  signed by the party against whom any waiver,
change, discharge, or termination is sought.

         11.      ILLEGALITY; SEVERABILITY.

                  (a)    Anything   in   this    Agreement   to   the   contrary
notwithstanding,  this  Agreement  is not intended and shall not be construed to
require  any  payment to  Executive  which  would  violate  any federal or state
statute or  regulation,  including  without  limitation  the  "golden  parachute
payment  regulations" of the Federal Deposit Insurance  Corporation  codified to
Part 359 of title 12, Code of Federal Regulations.

                  (b)      If any provision or provisions of this Agreement
shall be held to be invalid, illegal, or unenforceable for any reason
whatsoever:

                           (i)      the validity, legality, and enforceability
of the remaining provisions of this Agreement (including,  without  limitation,
each portion of any section of this Agreement containing  any such provision
held to be invalid,  illegal,  or  unenforceable) shall not in any way be
affected or impaired thereby; and

                           (ii)     to the fullest extent possible,
the provisions of this Agreement (including, without limitation,
each portion of any section of this  Agreement  containing  any such  provisions
held to be invalid,  illegal, or unenforceable) shall be construed so as to give
effect to the intent  manifested by the  provision  held  invalid,  illegal,  or
unenforceable.

         12.  ARBITRATION.  Subject to the right of each party to seek  specific
performance  (which  right  shall not be subject to  arbitration),  if a dispute
arises out of or related to this Agreement,  or the breach thereof, such dispute
shall be referred to arbitration in accordance  with the Commercial  Arbitration
Rules of the American Arbitration  Association ("AAA"). A dispute subject to the
provisions  of this section will exist if either party  notifies the other party
in  writing  that a dispute  subject to  arbitration  exists  and  states,  with
reasonable  specificity,  the issue  subject to  arbitration  (the  "Arbitration
Notice").  The parties agree that, after the issuance of the Arbitration Notice,
the  parties  will try in good faith to resolve  the  dispute  by  mediation  in
accordance  with the Commercial  Rules of Arbitration of AAA between the date of
the  issuance  of the  Arbitration  Notice  and the date the  dispute is set for
arbitration. If the dispute is not settled by the date set for arbitration, then
any  controversy  or claim  arising out of this  Agreement or the breach  hereof
shall be resolved by binding arbitration and judgment upon any award rendered by
arbitrator(s) may be entered in a court having jurisdiction.  Any person serving
as a  mediator  or  arbitrator  must  have at least  ten  years'  experience  in
resolving  commercial  disputes through  arbitration.  In the event any claim or
dispute involves an amount in excess of $100,000,  either party may request that
the  matter  be heard by a panel of three  arbitrators;  otherwise  all  matters


                                      -12-
<PAGE>
subject to arbitration shall be heard and resolved by a single  arbitrator.  The
arbitrator  shall have the same power to compel the  attendance of witnesses and
to order the production of documents or other materials and to enforce discovery
as could be exercised by a United  States  District  Court judge  sitting in the
Northern District of New York. In the event of any arbitration, each party shall
have a reasonable right to conduct discovery to the same extent permitted by the
Federal  Rules  of  Civil  Procedure,  provided  that  such  discovery  shall be
concluded  within ninety days after the date the matter is set for  arbitration.
In the event of any  arbitration,  the arbitrator or arbitrators  shall have the
power to award reasonable attorney's fees to the prevailing party. Any provision
in this  Agreement  to the  contrary  notwithstanding,  this  section  shall  be
governed by the Federal  Arbitration  Act and the parties have entered into this
Agreement pursuant to such Act.

         13.  COSTS OF  LITIGATION.  In the event  litigation  is  commenced  to
enforce  any of the  provisions  hereof,  or to  obtain  declaratory  relief  in
connection  with any of the provisions  hereof,  the  prevailing  party shall be
entitled to recover  reasonable  attorney's fees. In the event this Agreement is
asserted in any litigation as a defense to any liability, claim, demand, action,
cause of action,  or right asserted in such litigation,  the party prevailing on
the issue of that defense shall be entitled to recovery of reasonable attorney's
fees.

         14.      AFFILIATION.  A company will be deemed to be "affiliated" with
NBTB or NBT Bank according to the definition of "Affiliate" set forth in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended.

         15.      HEADINGS.  The section and subsection headings herein have
been inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof.

         IN  WITNESS  WHEREOF,  the  parties  hereto  executed  or  caused  this
Agreement to be executed as of the day and year first above written.


                                NBT BANCORP INC.



                                By:   /S/ DARYL R. FORSYTHE
                                      Daryl R. Forsythe
                                      President and Chief Executive Officer


                                      -13-
<PAGE>
                                      JOE C. MINOR

                                      /S/ Joe C. Minor



                                      -14-
<PAGE>