0001140361-06-003840 Sample Contracts

Form of Employment Agreement between NBT Bancorp Inc. and Martin A. Dietrich made as of January 1, 2005.
Employment Agreement • March 15th, 2006 • NBT Bancorp Inc • National commercial banks • New York

This EMPLOYMENT AGREEMENT (the "Agreement") made and entered into this first day of January 2005, by and between MARTIN A. DIETRICH ("Executive") and NBT BANCORP INC., a Delaware corporation having its principal office in Norwich, New York ("NBTB")

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Form of Employment Agreement between NBT Bancorp Inc. and Ronald M. Bentley made as of August 31, 2005.
Employment Agreement • March 15th, 2006 • NBT Bancorp Inc • National commercial banks • New York

This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 31st day of August 2005, by and between Ronald M. Bentley ("Executive") and NBT BANCORP INC., a Delaware corporation having its principal office in Norwich, New York ("NBTB")

Change in control agreement with Ronald M. Bentley dated May 1, 2003.
NBT Bancorp Inc • March 15th, 2006 • National commercial banks • New York

NBT Bancorp Inc. (which, together with its wholly-owned subsidiary, NBT Bank, National Association, is referred to as the "Company") considers the stability of its key management group to be essential to the best interests of the Company and its shareholders. The Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control may arise and that the attendant uncertainty may result in the departure or distraction of key management personnel to the detriment of the Company and its shareholders.

Death Benefits Agreement between NBT Bancorp Inc., NBT Bank, National Association and Daryl R. Forsythe made August 22, 1995.
Death Benefits Agreement • March 15th, 2006 • NBT Bancorp Inc • National commercial banks • New York

THIS AGREEMENT, made and entered into this 22nd day of August, 1995, by and among NBT Bancorp Inc., a Delaware corporation and registered bank holding company, and NBT Bank, National Association, a national banking association organized under the laws of the United States (hereinafter referred to collectively as the "Bank") and Daryl R. Forsythe, an individual residing at 13 Concord Street, Sidney, New York, NY 13838 (hereinafter referred to as the "Employee").

Amendment dated December 19, 2005 to Form of Employment Agreement between NBT Bancorp Inc. and Daryl R. Forsythe made as of August 2, 2003.
NBT Bancorp Inc • March 15th, 2006 • National commercial banks

As you are aware, in 2004 a new Section 409A was added to the Internal Revenue Code by the American Jobs Creation Act of 2004 (the “Act”). The Act has made significant changes in the tax law as it is applied to executive compensation. In late September of 2005 the Internal Revenue Service published proposed regulations relating to compliance with the Jobs Act. As a “key employee” severance payments made to you on termination from employment under the terms of your current employment agreement with NBT Bancorp Inc.1 (“Employment Agreement”) must be made in compliance with the Act or a substantial excise tax (payable by you) will be imposed.

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