Common use of Employment; Responsibilities and Duties Clause in Contracts

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of Employment, Executive shall perform all duties and shall have the responsibilities and authority as set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee. (b) 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 Chief Executive Officer of NBTB or his designee, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company or its affiliates; provided, that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), individually or in the aggregate, significantly interfere with the performance of his duties or violate the provisions of Section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policies, and (iii) with the prior permission of the Chief Executive Officer of NBTB or his designee, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section 1.

Employment; Responsibilities and Duties. (a) NBTB Tower and FNB hereby agrees agree to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President Chairman and Chief Financial Executive Officer of NBTB FNB and NBT Bank, and as Vice Chairman of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below)Tower. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities and authority as set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, The Executive shall report directly to the President and Chief Executive Officer of NBTB or his designeeTower. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunderhereunder and to the retention of the customer relationships to which First Xxxxxxx or any of its subsidiaries has been a party prior to the date of this Agreement and the expansion of the customer relationships of FNB subsequent to the date of this Agreement. During the Term of EmploymentEmployment Period, Executive shall not, without the prior written consent of the Chief Executive Officer Board of NBTB or his designeeDirectors of Tower, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company FNB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section 4 7 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior written permission of the Chief Executive Officer Board of NBTB or his designeeDirectors of Tower, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section 1.

Employment; Responsibilities and Duties. (a) NBTB Tower and FNB hereby agrees agree to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President Chairman and Chief Financial Executive Officer of NBTB FNB and NBT Bank, and as Vice Chairman of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below)Tower. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities and authority as set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, The Executive shall report directly to the President and Chief Executive Officer of NBTB or his designeeTower. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunderhereunder and to the retention of the customer relationships to which First Chester or any of its subsidiaries has been a party prior to the date of this Agreement and the expansion of the customer relationships of FNB subsequent to the date of this Agreement. During the Term of EmploymentEmployment Period, Executive shall not, without the prior written consent of the Chief Executive Officer Board of NBTB or his designeeDirectors of Tower, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company FNB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section 4 7 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior written permission of the Chief Executive Officer Board of NBTB or his designeeDirectors of Tower, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to continue to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as the Executive Vice President President, Regional President, Capital Region of NBT Bank and Chief Financial Officer of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as such term is defined in Section 2 below). During the Term of Employment, Executive shall perform all duties duties, and shall responsibilities, and have the responsibilities and authority as shall be set forth in the bylaws of NBTB or NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him his by NBTB or by NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee. (b) 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 Chief Executive Officer of NBTB or his designeeNBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB, NBT Bank or its their affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer of NBTB or his designeeNBTB, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President a senior executive vice president and Chief Financial Officer the chief financial officer of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or and NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or NBT BankNBTB. During the Term of Employment, Executive shall report directly to the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB. (b) 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 Chief Executive Officer chief executive officer of NBTB or his designeeNBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Executive Officer (“CEO”) of NBTB and CEO of NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of Employment, Executive shall perform all duties and shall have the responsibilities and authority as set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer Board of Directors of NBTB (“the Board”) or his their designee. (b) 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 Chief Executive Officer Board of NBTB or his their designee, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company or its affiliates; provided, that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), individually or in the aggregate, significantly interfere with the performance of his duties or violate the provisions of Section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policies, and (iii) with the prior permission of the Chief Executive Officer of NBTB Board or his their designee, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President the chairman, president and Chief Financial Officer chief executive officer of NBTB until December 31, 2004 and NBT Bankchairman and chief executive officer of NBTB until December 31, 2005 at which time the Executive shall retire as an active employee. Commencing January 1, 2006 and continuing for as long as Executive is a member of any successor organization to the NBTB or NBT Bank, as applicable, during the Term Board of Employment (as defined in Section 2 below). During the Term of EmploymentDirectors, Executive shall perform all duties and agrees to serve as chairman of NBTB. Executive shall have the responsibilities such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designeeNBTB. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunder. During the Term of EmploymentAgreement, Executive shall not, without the prior written consent of the Chief Executive Officer Board of NBTB or his designeeDirectors of NBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer Board of NBTB or his designeeDirectors 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 section 1.

Employment; Responsibilities and Duties. (a) NBTB Resulting Bank hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer [_____________] of NBTB and NBT Bank, Resulting Bank and of any successor organization depository institution which is successor-in-interest thereto ("Resulting Bank" hereafter to NBTB or NBT Bank, as applicable, include any depository institution which is successor-in-interest thereto) during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or NBT Bank, as applicable, Resulting Bank on the date of this Agreement or as may otherwise be determined and assigned to him by NBTB or NBT Resulting Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunderhereunder and to the retention of the customer relationships to which the Bank has been a party prior to the date of this Agreement. During the Term of Employment, Executive shall not, without the prior written consent of the Chief Executive Officer Board of NBTB or his designeeDirectors of Resulting Bank, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company Resulting Bank or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer Board of NBTB or his designeeDirectors of Resulting Bank, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President the president and Chief Financial Officer chief operating officer of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or by NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB. (b) NBTB hereby agrees to cause Executive to be reelected to the board of directors of NBT Bank 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 Chief Executive Officer Board of NBTB or his designeeDirectors of NBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer Board of Directors of NBTB or his designeethe president and chief executive officer 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 section 1.

Employment; Responsibilities and Duties. (a) NBTB The Bank hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Executive Officer of NBTB and NBT the Bank. (b) Contingent upon Executive qualifying under the Bank’s Bylaws, and the Bank hereby agrees to cause Executive to be elected to the board of any successor organization to NBTB or NBT Bank, as applicable, during directors of the Bank throughout the Term of Employment (as defined in Section 2 belowhereinafter defined). During the Term of Employment, Executive shall perform all duties and shall have the responsibilities and authority as set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee. (bc) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunderhereunder and to the retention of the customer relationships to which the Bank has been a party prior to the date of this Agreement and the expansion of the customer relationships of the Bank subsequent to the date of this Agreement. During the Term of Employment, Executive shall not, without the prior written consent of the Chief Executive Officer Board of NBTB or his designeeDirectors of Sterling, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company Bank or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior written permission of the Chief Executive Officer Board of NBTB or his designeeDirectors of Sterling, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President a senior executive vice president and Chief Financial Officer the chief financial officer of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or and NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or NBT BankNBTB. During the Term of Employment, Executive shall report directly to the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB. (b) 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 Chief Executive Officer chief executive officer of NBTB or his designeeNBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company NBTB limits or policies, and (iii) with the prior permission of the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive Executive, and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer of NBTB and NBT Bankin the capacities delineated above, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as ad defined in Section 2 below). During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or and NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or NBT BankNBTB. During the Term of Employment, Executive shall report directly to the Chief Executive Officer chairman of NBTB or his designeethe board of NBTB. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunder. During the Term of EmploymentEmploy­ment, Executive shall not, without the prior written consent of the Chief Executive Officer chairman of NBTB or his designeethe board of NBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments invest­ments in compliance with any Company NBTB limits or policies, and (iii) with the prior permission permis­sion of the Chief Executive Officer chairman of NBTB or his designeethe board of NBTB, hold such other directorships director­ships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB and NBT Bank hereby agrees to employ Executive and to cause NBT Pennstar Bank and any successor organization to NBT Pennstar Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer an executive vice president of NBTB and NBT president and chief executive officer of Pennstar Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or and NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer chief executive officer of NBTB or his designeeNBT Bank and dotted line to the Chairman of the Board of Pennstar Bank. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunder. During the Term of EmploymentEmploy-ment, Executive shall not, without the prior written consent of the Chief Executive Officer chief executive officer of NBTB or his designeeNBT Bank, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvest-ments, and (iii) with the prior permission permis-sion of the Chief Executive Officer chief executive officer of NBTB or his designeeNBT Bank, hold such other directorships director-ships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President an executive vice president and Chief Financial Officer the chief financial officer of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or and NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or NBT BankNBTB. During the Term of Employment, Executive shall report directly to the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB. (b) 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 Chief Executive Officer Board of NBTB or his designeeDirectors of NBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer Board of Directors of NBTB or his designeethe president and chief executive officer 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 section 1.

Employment; Responsibilities and Duties. (a) NBTB Resulting Bank hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer [__________] of NBTB and NBT Bank, Resulting Bank and of any successor organization depository institution which is successor-in-interest thereto ("Resulting Bank" hereafter to NBTB or NBT Bank, as applicable, include any depository institution which is successor-in-interest thereto) during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or NBT Bank, as applicable, Resulting Bank on the date of this Agreement or as may otherwise be determined and assigned to him by NBTB or NBT Resulting Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunderhereunder and to the retention of the customer relationships to which the Bank has been a party prior to the date of this Agreement. During the Term of Employment, Executive shall not, without the prior written consent of the Chief Executive Officer Board of NBTB or his designeeDirectors of Resulting Bank, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company Resulting Bank or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer Board of NBTB or his designeeDirectors of Resulting Bank, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB Consolidated Association hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer [_____________] of NBTB and NBT Bank, Consolidated Association and of any successor organization depository institution which is successor-in-interest thereto ("Consolidated Association" hereafter to NBTB or NBT Bank, as applicable, include any depository institution which is successor-in-interest thereto) during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or NBT Bank, as applicable, Consolidated Association on the date of this Agreement or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designeeConsolidated Association. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunderhereunder and to the retention of the customer relationships to which the Bank has been a party prior to the date of this Agreement. During the Term of Employment, Executive shall not, without the prior written consent of the Chief Executive Officer Board of NBTB or his designeeDirectors of Consolidated Association, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company Consolidated Association or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to civic and charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer Board of NBTB or his designeeDirectors of Consolidated Association, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer of NBTB and President of Commercial Banking of NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of Employment, Executive shall perform all duties and shall have the responsibilities and authority as set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designeeNBTB. (b) 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 Chief Executive Officer of NBTB or his designeeNBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company or its affiliates; provided, that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), individually or in the aggregate, aggregate significantly interfere with the performance of his duties or violate the provisions of Section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policies, and (iii) with the prior permission of the Chief Executive Officer of NBTB or his designeeNBTB, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Senior Executive Vice President and Chief Financial Officer of NBTB and President of NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of Employment, Executive shall perform all duties and shall have the responsibilities and authority as set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer CEO of NBTB or his or her designee. (b) 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 Chief Executive Officer CEO of NBTB or his or her designee, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company or its affiliates; provided, that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), individually or in the aggregate, significantly interfere with the performance of his duties or violate the provisions of Section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policies, and (iii) with the prior permission of the Chief Executive Officer of NBTB Board or his their designee, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, in the capacities delineated above during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or by NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer chairman of NBTB or his designeethe board of NBTB. (b) NBTB hereby agrees to cause Executive to be reelected to the board of directors of NBT Bank for successive terms throughout the Term of Employment and further agrees to appoint and subsequently nominate Executive to the board of directors of NBTB as of January 1, 2005. (c) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunder. During the Term of EmploymentEmploy-ment, Executive shall not, without the prior written consent of the Chief Executive Officer chairman of NBTB or his designeethe board of NBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvest-ments, and (iii) with the prior permission permis-sion of the Chief Executive Officer chairman of NBTB or his designeethe board of NBTB, hold such other directorships director-ships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB and NBT Bank hereby agrees to employ Executive and to cause NBT Pennstar Bank and any successor organization to NBT Pennstar Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer an executive vice president of NBTB and NBT president and chief operating officer of Pennstar Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or and NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer chief executive officer of NBTB or his designeeNBT Bank and dotted line to the Chairman of the Board of Pennstar Bank. (b) 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 Chief Executive Officer of NBTB or his designeeNBT Bank, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer of NBTB or his designeeNBT Bank, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB NBT hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice New Hampshire Regional President and Chief Financial Officer of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of Employment, Executive shall perform all duties have such executive duties, and shall have the responsibilities responsibilities, and authority as shall be set forth in the bylaws of NBTB NBT or NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB NBT or by NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer a senior executive of NBTB NBT Bank or his designeeits affiliates. (b) 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 Chief Executive Officer of NBTB or his designeeNBT, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBT or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company NBT limits or policies, and (iii) with the prior permission of the Chief Executive Officer of NBTB or his designeeNBT, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President the executive vice president and Chief Financial Officer chief information officer of NBTB and NBT Bank, Bank and of any successor organization to NBTB or NBT Bank, as applicable, applicable during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or by NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB. (b) 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 Chief Executive Officer chief executive officer of NBTB or his designeeNBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer of NBTB and President of Retail Banking and President of Pennsylvania of NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of Employment, Executive shall perform all duties and shall have the responsibilities and authority as set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designeeNBTB. (b) 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 Chief Executive Officer of NBTB or his designeeNBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company or its affiliates; provided, that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), individually or in the aggregate, aggregate significantly interfere with the performance of his duties or violate the provisions of Section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policies, and (iii) with the prior permission of the Chief Executive Officer of NBTB or his designeeNBTB, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Senior Executive Vice President and Chief Financial Officer of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of Employment, Executive shall perform all duties and shall have the responsibilities and authority as set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designeeNBTB. (b) 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 Chief Executive Officer of NBTB or his designeeNBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company or its affiliates; provided, that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), individually or in the aggregate, aggregate significantly interfere with the performance of his duties or violate the provisions of Section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policies, and (iii) with the prior permission of the Chief Executive Officer of NBTB or his designeeNBTB, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Senior Executive Vice President and Chief Financial Officer of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of Employment, Executive shall perform all duties and shall have the responsibilities and authority as set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee. (b) 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 Chief Executive Officer of NBTB or his designee, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company or its affiliates; provided, that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), individually or in the aggregate, aggregate significantly interfere with the performance of his duties or violate the provisions of Section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policies, and (iii) with the prior permission of the Chief Executive Officer of NBTB or his designee, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer of NBTB and President of Wealth Management of NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of Employment, Executive shall perform all duties and shall have the responsibilities and authority as set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designeeNBTB. (b) 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 Chief Executive Officer of NBTB or his designeeNBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company or its affiliates; provided, that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), individually or in the aggregate, aggregate significantly interfere with the performance of his duties or violate the provisions of Section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policies, and (iii) with the prior permission of the Chief Executive Officer of NBTB or his designee, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, in the capacities delineated above during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or by NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer chairman of NBTB or his designeethe board of NBTB. (b) NBTB hereby agrees to cause Executive to be reelected to the board of directors of NBT Bank for successive terms throughout the Term of Employment and further agrees to appoint and subsequently nominate Executive to the board of directors of NBTB as of January 1, 2005. (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 Chief Executive Officer chairman of NBTB or his designeethe board of NBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer chairman of NBTB or his designeethe board 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 section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to continue to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as an Executive Vice President and Chief Financial Officer of NBTB and President of Wealth Management of NBT Bank, Bank and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of Employment, Executive shall perform all duties and shall responsibilities, and have the responsibilities and authority as shall be set forth in the bylaws of NBTB or NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or by NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designeeNBTB. (b) 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 Chief Executive Officer chief executive officer of NBTB or his designeeNBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company NBTB limits or policies, and (iii) with the prior permission of the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to continue to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as the Executive Vice President and Chief Financial Officer of NBTB and President of Retail Banking of NBT Bank, Bank and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as such term is defined in Section 2 below). During the Term of Employment, Executive shall perform all duties duties, and shall responsibilities, and have the responsibilities and authority as shall be set forth in the bylaws of NBTB or NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or by NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee. (b) 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 Chief Executive Officer of NBTB or his designeeNBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB, NBT Bank or its their affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer of NBTB or his designeeNBTB, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer an executive vice president of NBTB and NBT president and chief executive officer of Pennstar Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or and NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or NBT BankNBTB. During the Term of Employment, Executive shall report directly to the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunder. During the Term of EmploymentEmploy­ment, Executive shall not, without the prior written consent of the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments invest­ments in compliance with any Company NBTB limits or policies, and (iii) with the prior permission permis­sion of the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB, hold such other directorships director­ships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer an executive vice president of NBTB and president of commercial banking of NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or and NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or NBT BankNBTB. During the Term of Employment, Executive shall report directly to the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB. (b) 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 Chief Executive Officer chief executive officer of NBTB or his designeeNBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company NBTB limits or policies, and (iii) with the prior permission of the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBT Bank hereby agrees to employ, and NBTB hereby agrees to employ Executive and to cause NBT Bank to employ, Executive as President and Chief Operating Officer of the Division and any successor organization to NBT Bank to employ Executive, during the Term of Employment (as hereinafter defined) and Executive hereby agrees to serve as Executive Vice the President and Chief Financial Operating Officer of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, the Division during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities and authority as set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designeeNBT Bank and shall have such executive duties, responsibilities, and authority as determined by the Chief Executive Officer of NBT Bank. (b) 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 Chief Executive Officer of NBTB or his designeeNBT Bank, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section 4 sections 4, 5 and 6 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer of NBTB or his designeeNBT Bank, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB NS Bank hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer [______________________________] of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, NS Bank during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such duties, responsibilities, and authority of an executive nature as shall be set forth in the bylaws of NBTB or NBT Bank, as applicable, NS Bank on the date of this Agreement or as may otherwise be determined and assigned to him by NBTB or NBT NS Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee. (b) 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 Chief Executive Officer Board of NBTB or his designeeDirectors of NS Bank, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NS Bank or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer Board of NBTB or his designeeDirectors of NS Bank, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President the executive vice president and Chief Financial Officer chief information officer of NBTB and NBT Bank, Bank and of any successor organization to NBTB or NBT Bank, as applicable, applicable during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or by NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB. (b) 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 Chief Executive Officer Chairman of NBTB or his designeethe Board of Directors of NBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer Chairman of NBTB or his designeethe 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 section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to continue to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President the corporate senior vice president, general counsel and Chief Financial Officer corporate secretary of NBTB and of NBT Bank, Bank and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of Employment, Executive shall perform all duties duties, and shall responsibilities, and have the responsibilities and authority as shall be set forth in the bylaws of NBTB or NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or by NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee. (b) 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 Chief Executive Officer chief executive officer of NBTB or his designeeNBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company NBTB limits or policies, and (iii) with the prior permission of the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB and NBT Bank hereby agrees to employ Executive and to cause NBT Pennstar Bank and any successor organization to NBT Pennstar Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer an executive vice president of NBTB and NBT president and chief operating officer of Pennstar Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or and NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer chief executive officer of NBTB or his designeeNBT Bank and dotted line to the Chairman of the Board of Pennstar Bank. (b) 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 Chief Executive Officer chief executive officer of NBTB or his designeeNBT Bank, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer chief executive officer of NBTB or his designeeNBT Bank, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB Resulting Bank hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer [______________] of NBTB and NBT Bank, Resulting Bank and of any successor organization depository institution which is successor-in-interest thereto ("Resulting Bank" hereafter to NBTB or NBT Bank, as applicable, include any depository institution which is successor-in-interest thereto) during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or NBT Bank, as applicable, Resulting Bank on the date of this Agreement or as may otherwise be determined and assigned to him by NBTB or NBT Resulting Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunderhereunder and to the retention of the customer relationships to which the Bank has been a party prior to the date of this Agreement. During the Term of Employment, Executive shall not, without the prior written consent of the Chief Executive Officer Board of NBTB or his designeeDirectors of Resulting Bank, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company Resulting Bank or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer Board of NBTB or his designeeDirectors of Resulting Bank, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBT Bank hereby agrees to employ, and NBTB hereby agrees to employ Executive and to cause NBT Bank to employ, Executive as president and chief operating officer of CNB and any successor organization to NBT Bank to employ Executive, during the Term of Employment (as hereinafter defined) and Executive hereby agrees to serve as Executive Vice President the president and Chief Financial Officer chief operating officer of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, CNB during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities and authority as set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer chief executive officer of NBTB or his designeeNBT Bank and indirectly to the chairman of the board of CNB and shall have such executive duties, responsibilities, and authority as determined by the chief executive officer of NBT Bank. (b) 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 Chief Executive Officer chief executive officer of NBTB or his designeeNBT Bank, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section 4 sections 4, 5 and 6 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer chief executive officer of NBTB or his designeeNBT Bank, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Executive Officer of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of Employment, Executive shall perform all duties and shall have the responsibilities and authority as set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer Chairman of the Board of Directors of NBTB or his designee(the “Board”). (b) 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 Chief Executive Officer Chairman of NBTB or his designeethe Board, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company or its affiliates; provided, that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), individually or in the aggregate, aggregate significantly interfere with the performance of his duties or violate the provisions of Section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policies, and (iii) with the prior permission of the Chief Executive Officer Chairman of NBTB or his designeethe Board, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President the president and Chief Financial Officer chief operating officer of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties and shall have the responsibilities such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or NBT Bank, as applicable, Bank or as may otherwise be determined and assigned to him by NBTB or by NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB. (b) NBTB hereby agrees to cause Executive to be reelected to the board of directors of NBT Bank 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 Chief Executive Officer chief executive officer of NBTB or his designeeNBTB, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company NBTB or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer chief executive officer of NBTB or his designeeNBTB, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB Resulting Bank hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer [ ] of NBTB and NBT Bank, Resulting Bank and of any successor organization depository institution which is successor-in-interest thereto ("Resulting Bank" hereafter to NBTB or NBT Bank, as applicable, include any depository institution which is successor-in-interest thereto) during the Term of Employment (as defined in Section 2 below)Employment. During the Term of Employment, Executive shall perform all duties have primary management responsibility for lending, deposit gathering, and other banking activities of Resulting Bank within the community formerly served by the Bank and shall have the responsibilities such other duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB or NBT Bank, as applicable, Resulting Bank on the date of this Agreement or as may otherwise be determined and assigned to him by NBTB or NBT Resulting Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunderhereunder and to the retention of the customer relationships to which the Bank has been a party prior to the date of this Agreement. During the Term of Employment, Executive shall not, without the prior written consent of the Chief Executive Officer president or chief executive officer of NBTB or his designeeResulting Bank, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company Resulting Bank or its affiliates; provided, provided that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), not individually or in the aggregate, aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of Section section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policiesinvestments, and (iii) with the prior permission of the Chief Executive Officer president or chief executive officer of NBTB or his designeeResulting Bank, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive and to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as Executive Vice President and Chief Financial Officer of NBTB and President of Wealth Management of NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the Term of Employment (as defined in Section 2 below). During the Term of Employment, Executive shall perform all duties and shall have the responsibilities and authority as set forth in the bylaws of NBTB or NBT Bank, as applicable, or as may otherwise be determined and assigned to him by NBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee. (b) 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 Chief Executive Officer of NBTB or his designee, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than the Company or its affiliates; provided, that Executive may, where involvement in such activities does not, as reasonably determined by the Board of Directors of NBTB (the “Board”), individually or in the aggregate, aggregate significantly interfere with the performance of his duties or violate the provisions of Section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments in compliance with any Company limits or policies, and (iii) with the prior permission of the Chief Executive Officer of NBTB or his designee, designee hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this Section 1.