AGREEMENT AND PLAN OF MERGER BY AND BETWEEN NBT BANCORP INC. AND CNB BANCORP, INC. JUNE 13, 2005Agreement and Plan of Merger • June 14th, 2005 • CNB Bancorp Inc /Ny/ • National commercial banks • New York
Exhibit 10.3 AGREEMENT AND GENERAL RELEASE AGREEMENT AND GENERAL RELEASE (the "Agreement and Release") made as of June 13, 2005 by and among George A. Morgan ("Executive"), City National Bank and Trust Company ("City National Bank") and NBT Bank, N.A....Agreement and General Release • June 14th, 2005 • CNB Bancorp Inc /Ny/ • National commercial banks • New York
VOTING AGREEMENTVoting Agreement • June 14th, 2005 • CNB Bancorp Inc /Ny/ • National commercial banks
The undersigned is a shareholder of CNB Bancorp, Inc. ("CNB"). NBT Bancorp Inc. ("NBT") and CNB have entered into an Agreement and Plan of Merger dated as of the date hereof (the "Merger Agreement"), pursuant to which, subject to the terms and conditions set forth therein, (a) CNB will merge with and into NBT, with NBT surviving the merger, to be followed by the merger of City National Bank & Trust Company with and into NBT Bank, N.A., with NBT Bank, N.A. surviving the merger (collectively referred to as the "Merger"); and (b) shareholders of CNB will receive common stock of NBT and/or cash, as stated in the Merger Agreement. Terms that are undefined herein shall have the meaning set forth in the Merger Agreement.
