NBT BANCORP INC
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>
                                  Exhibit 10.10
      Amendment Number Three to NBT Bancorp Inc. Defined Benefit Pension Plan
                           effective January 1, 2002.


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                                 Amendment #3 to

                                NBT BANCORP INC.
                          DEFINED BENEFIT PENSION PLAN

                        AMENDMENT OF THE PLAN FOR EGTRRA,
              REVENUE RULING 2001-62 AND REVENUE PROCEDURE 2002-29


Pursuant to Article 14.1 of the NBT Bancorp Inc. Defined Benefit Pension Plan
(the "Plan") as amended and restated effective January 1, 2000, which provides
for the amendment thereof when necessary, the Plan is hereby for EGTRRA, Revenue
Ruling 2001-62 and Revenue Procedure 2002-29 as follows:


                                    ARTICLE I
                                    PREAMBLE

1.1     Adoption and effective date of amendment.  This amendment of the Plan is
adopted  to  reflect  certain  provisions  of the Economic Growth and Tax Relief
Reconciliation  Act  of  2001  (EGTRRA),  the  model amendment of Revenue Ruling
2001-62  and the model amendment of Revenue Procedure 2002-29. This amendment is
intended  as  good  faith  compliance with the requirements of EGTRRA, the model
amendment of Revenue Ruling 2001-62 and the model amendment of Revenue Procedure
2002-29 and is to be construed in accordance with EGTRRA, the model amendment of
Revenue  Ruling 2001-62 and the model amendment of Revenue Procedure 2002-29 and
guidance  issued  thereunder. Except as otherwise provided, this amendment shall
be effective as of the first day of the first Plan Year beginning after December
31,  2001.

1.2     Supersession of inconsistent provisions.  This amendment shall supersede
the provisions of the Plan to the extent those provisions are inconsistent with
the provisions of this amendment.

1.3     Application to Appendix A Plan.  This amendment shall also apply to the
provisions of the Plan known as the Appendix A Plan, which portion of the Plan
governs the benefits of certain Participants who elected to remain covered under
such provisions prior to the Plan's conversion to an Account Balance Plan.


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                                   ARTICLE II
                             LIMITATIONS ON BENEFITS

2.1  Effective date. This Article shall be effective for "limitation years"
ending after December 31, 2001.

2.2  Effect on Participants. Benefit increases resulting from the increase
in the limitations of Code Section 415(b) will be provided to all Employees
participating in the Plan who have one Hour of Service on or after the first day
of the first "limitation year" ending after December 31, 2001.

2.3  Definitions.

          (a)  Defined benefit dollar limitation. The defined benefit dollar
     limitation is $160,000, as adjusted, effective January 1 of each year,
     under Code Section 415(d) in such manner as the Secretary shall prescribe,
     and payable in the form of a straight life annuity. A limitation as
     adjusted under Code Section 415(d) will apply to "limitation years" ending
     with or within the calendar year for which the adjustment applies.

          (b)  Maximum permissible benefit. The maximum permissible benefit is
     the lesser of the defined benefit dollar limitation or the defined benefit
     compensation limitation (both adjusted where required, as provided in (1)
     and, if applicable, in (2) or (3) below).

          (1)  If the Participant has fewer than 10 years of participation in
          the Plan, the defined benefit dollar limitation shall be multiplied by
          a fraction, (i) the numerator of which is the number of years (or part
          thereof) of participation in the Plan and (ii) the denominator of
          which is 10. In the case of a Participant who has fewer than 10 years
          of service with the employer, the defined benefit compensation
          limitation shall be multiplied by a fraction, (i) the numerator of
          which is the number of years (or part thereof) of service with the
          employer and (ii) the denominator of which is 10.

          (2)  If the benefit of a Participant begins prior to age 62, the
          defined benefit dollar limitation applicable to the Participant at
          such earlier age is an annual benefit payable in the form of a
          straight life annuity beginning at the earlier age that is the
          actuarial equivalent of the defined benefit dollar limitation
          applicable to the Participant at age 62 (adjusted under (1) above, if
          required). The defined benefit dollar limitation applicable at an age
          prior to age 62 is determined as the lesser of (i) the actuarial
          equivalent (at such age) of the defined benefit dollar limitation
          computed using the interest rate and mortality table (or other tabular
          factor) specified in Exhibit I of the Plan or Section 2.03 of the
          Appendix A Plan, as


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          applicable, and (ii) the actuarial equivalent (at such age) of the
          defined benefit dollar limitation computed using a 5 percent interest
          rate and the applicable mortality table as defined in Exhibit I of the
          Plan or Section 2.03 of the Appendix A Plan, as applicable. Any
          decrease in the defined benefit dollar limitation determined in
          accordance with this paragraph (2) shall not reflect a mortality
          decrement if benefits are not forfeited upon the death of the
          Participant. If any benefits are forfeited upon death, the full
          mortality decrement is taken into account.

          (3)  If the benefit of a Participant begins after the Participant
          attains age 65, the defined benefit dollar limitation applicable to
          the Participant at the later age is the annual benefit payable in the
          form of a straight life annuity beginning at the later age that is
          actuarially equivalent to the defined benefit dollar limitation
          applicable to the Participant at age 65 (adjusted under (1) above, if
          required). The actuarial equivalent of the defined benefit dollar
          limitation applicable at an age after age 65 is determined as (i) the
          lesser of the actuarial equivalent (at such age) of the defined
          benefit dollar limitation computed using the interest rate and
          mortality table (or other tabular factor) specified in Exhibit I of
          the Plan or Section 2.03 of the Appendix A Plan, as applicable, and
          (ii) the actuarial equivalent (at such age) of the defined benefit
          dollar limitation computed using a 5 percent interest rate assumption
          and the applicable mortality table as defined in Exhibit I of the Plan
          or Section 2.03 of the Appendix A Plan, as applicable. For these
          purposes, mortality between age 65 and the age at which benefits
          commence shall be ignored.


                                   ARTICLE III
                         MODIFICATION OF TOP-HEAVY RULES

3.1  Effective date. This Article shall apply for purposes of determining
whether the Plan is a Top Heavy plan under Code Section 416(g) for Plan Years
beginning after December 31, 2001, and whether the Plan satisfies the minimum
benefits requirements of Code Section 416(c) for such years. This Article amends
Article XV of the Plan and Article XV of the Appendix A Plan.

3.2  Determination of top-heavy status.

          (a)  Key Employee. Key Employee means any Employee or former Employee
     (including any deceased Employee) who at any time during the Plan Year that
     includes the determination date was an officer of the Employer having
     annual Compensation greater than $130,000 (as adjusted under Code Section
     416(i)(1) for Plan Years beginning after December 31, 2002), a 5-percent
     owner of the Employer, or a 1-percent owner of the Employer having annual
     Compensation of more than $150,000. For this purpose, annual Compensation
     means compensation within the meaning of Code Section 415(c)(3). The
     determination of who is a Key Employee will be made in accordance with Code
     Section 416(i)(1) and the applicable regulations and other guidance of
     general applicability issued thereunder.

          (b)  Determination of present values and amounts. This section (b)
     shall apply for purposes of determining the present values of accrued
     benefits and the amounts of account balances of Employees as of the
     determination date.


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          (1)  Distributions during year ending on the determination date. The
          present values of accrued benefits and the amounts of account balances
          of an Employee as of the determination date shall be increased by the
          distributions made with respect to the Employee under the Plan and any
          plan aggregated with the Plan under Code Section 416(g)(2) during the
          1-year period ending on the determination date. The preceding sentence
          shall also apply to distributions under a terminated plan which, had
          it not been terminated, would have been aggregated with the Plan under
          Code Section 416(g)(2)(A)(i). In the case of a distribution made for a
          reason other than separation from service, death, or disability, this
          provision shall be applied by substituting "5-year period" for "1-year
          period."

          (2)  Employees not performing services during year ending on the
          determination date. The accrued benefits and accounts of any
          individual who has not performed services for the Employer during the
          1-year period ending on the determination date shall not be taken into
          account.

3.3  Minimum benefits. For purposes of satisfying the minimum benefit
requirements of Code Section 416(c)(1) and the Plan, in determining years of
service with the Employer, any service with the Employer shall be disregarded to
the extent that such service occurs during a Plan Year when the Plan benefits
(within the meaning of Code Section 410(b)) no Key Employee or former Key
Employee.


                                   ARTICLE IV
                     DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

4.1  Effective date. This Article shall apply to distributions made after
December 31, 2001.

4.2  Modification of definition of eligible retirement plan. For purposes of
the direct rollover provisions in Section 7.9(b) of the Plan and Section
9.08(b)(ii) of the Appendix A Plan, an eligible retirement plan shall also mean
an annuity contract described in Code Section 403(b) and an eligible plan under
Code Section 457(b) which is maintained by a state, political subdivision of a
state, or any agency or instrumentality of a state or political subdivision of a
state and which agrees to separately account for amounts transferred into such
plan from this Plan. The definition of eligible retirement plan shall also apply
in the case of a distribution to a surviving spouse, or to a spouse or former
spouse who is the alternate payee under a qualified domestic relation order, as
defined in Code Section 414(p).


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                                    ARTICLE V
                  MODEL AMENDMENT UNDER REVENUE RULING 2001-62
                           APPLICABLE MORTALITY TABLE

5.1  Effective date. This Article shall apply to distributions with Annuity
Starting Dates on or after January 1, 2003.

5.2  Notwithstanding any other Plan provisions to the contrary, the
Applicable Mortality Table used for purposes of adjusting any benefit or
limitation under Code Section 415(b)(2)(B), (C), or (D) as set forth in Section
9.1 of the Plan or Section 12.02 of the Appendix A Plan, as applicable, and the
Applicable Mortality Table used for purposes of satisfying the requirements of
Code Section 417(e) as set forth in Exhibit I of the Plan or Section 2.03 of the
Appendix A Plan, as applicable, is the table prescribed in Rev. Rul. 2001-62.

5.3  For any distribution with an Annuity Starting Date on or after the
effective date of this Article and before the adoption date of this Article, if
application of the amendment as of the Annuity Starting Date would have caused a
reduction in the amount of any distribution, such reduction is not reflected in
any payments made before the adoption date of this Article. However, the amount
of any such reduction that is required under Code Section 415(b)(2)(B) must be
reflected actuarially over any remaining payments to the Participant.

                                   ARTICLE VI
                 MODEL AMENDMENT UNDER REVENUE PROCEDURE 2002-29
                        MINIMUM DISTRIBUTION REQUIREMENTS

6.1  General Rules.

          (a)  Effective Date. The provisions of this Article will apply for
     purposes of determining required minimum distributions for calendar years
     beginning with the 2003 calendar year.

     (b)  Coordination with Minimum Distribution Requirements Previously in
     Effect. If the total amount of 2002 required minimum distributions under
     the Plan made to the distributee prior to the effective date of this
     Article equals or exceeds the required minimum distributions determined
     under this Article, then no additional distributions will be required to be
     made for 2002 on or after such date to the distributee. If the total amount
     of 2002 required minimum distributions under the Plan made to the
     distributee prior to the effective date of this Article is less than the
     amount determined under this Article, then required minimum distributions
     for 2002 on and after such date will be determined so that the total amount
     of required minimum distributions for 2002 made to the distributee will be
     the amount determined under this Article.

     (c)  Precedence. The requirements of this Article will take precedence over
     any inconsistent provisions of the Plan.


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     (d)  Requirements of Treasury Regulations Incorporated. All distributions
     required under this Article will be determined and made in accordance with
     the Treasury regulations under Code Section 401(a)(9).6.1(d) p.13

     (e)  TEFRA Section 242(b)(2) Elections. Notwithstanding the other
     provisions of this Article, other than Section 6.1(d), distributions may be
     made under a designation made before January 1, 1984, in accordance with
     section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA)
     and the provisions of the Plan that relate to section 242(b)(2) of TEFRA.

6.2  Time and Manner of Distribution.

     (a)  Required Beginning Date. The Participant's entire interest will be
     distributed, or begin to be distributed, to the Participant no later than
     the Participant's required beginning date.

          (b)  Death of Participant Before Distributions Begin. If the
     Participant dies before distributions begin, the Participant's
     Pre-Retirement Survivor Annuity interest will be distributed, or begin to
     be distributed, no later than as follows:6.2(b) p.13

          (1)  If the Participant's surviving spouse is the Participant's sole
          designated Beneficiary, then distributions to the surviving spouse
          will begin by December 31st of the calendar year immediately following
          the calendar year in which the Participant died, or by December 31st
          of the calendar year in which the Participant would have attained age
          70 1/2, if later.6.2(b)(1) p.13

          (2)  If the Participant's surviving spouse is the Participant's sole
          designated Beneficiary and the surviving spouse dies after the
          Participant but before distributions to the surviving spouse begin,
          this Section 6.2(b) will not apply.6.2(b)(2) p.13

               For purposes of this Section 6.2(b) and Section 6.5,
     distributions are considered to begin on the Participant's required
     beginning date (or, if Section 6.2(b)(2) applies, the date distributions
     are required to begin to the surviving spouse under Section 6.2(b)(1)). If
     annuity payments irrevocably commence to the Participant before the
     Participant's required beginning date (or to the Participant's surviving
     spouse before the date distributions are required to begin to the surviving
     spouse under Section 6.2(b)(1)), the date distributions are considered to
     begin is the date distributions actually commence.

          (c)  Form of Distribution. Unless the Participant's interest is
     distributed in the form of an annuity purchased from an insurance company
     or in a single sum on or before the required beginning date, as of the
     first distribution calendar year distributions will be made in accordance
     with Sections 6.3, 6.4 and 6.5 of this Article. If the Participant's
     interest is distributed in the form of an annuity purchased from an
     insurance company, distributions thereunder will be made in accordance with
     the requirements of Code Section 401(a)(9) and the Treasury regulations.
     Any part of the Participant's interest which is in the form of an
     individual account described in Code Section 414(k) will be distributed in
     a manner satisfying the requirements of Code Section 401(a)(9) and the
     Treasury regulations that apply to individual accounts.


<PAGE>
6.3  Determination of Amount to be Distributed Each Year.6.3 p.14

     (a)  General Annuity Requirements. If the Participant's interest is paid in
     the form of annuity distributions under the Plan, payments under the
     annuity will satisfy the following requirements:

          (1)  the annuity distributions will be paid in periodic payments made
          at intervals not longer than one year;

          (2)  the distribution period will be over a life (or lives) or over a
          period certain not longer than the period described in Section 6.4 or
          6.5;

          (3)  once payments have begun over a period certain, the period
          certain will not be changed even if the period certain is shorter than
          the maximum permitted;

          (4)  payments will either be nonincreasing or increase only as
          follows:

               (i)  by an annual percentage increase that does not exceed the
               annual percentage increase in a cost-of-living index that is
               based on prices of all items and issued by the Bureau of Labor
               Statistics;

               (ii) to the extent of the reduction in the amount of the
               Participant's payments to provide for a survivor benefit upon
               death, but only if the Beneficiary whose life was being used to
               determine the distribution period described in Section 6.4 dies
               or is no longer the Participant's Beneficiary pursuant to a
               qualified domestic relations order within the meaning of Code
               Section 414(p);

               (iii) to provide cash refunds of Employee contributions upon the
               Participant's death; or

               (iv) to pay increased benefits that result from a Plan amendment.

          (b)  Amount Required to be Distributed by Required Beginning Date. The
     amount that must be distributed on or before the Participant's required
     beginning date (or, if the Participant dies before distributions begin, the
     date distributions are required to


<PAGE>
     begin under Section 6.2(b)(1)) is the payment that is required for one
     payment interval. The second payment need not be made until the end of the
     next payment interval even if that payment interval ends in the next
     calendar year. Payment intervals are the periods for which payments are
     received, e.g., bi-monthly, monthly, semi-annually, or annually. All of the
     Participant's benefit accruals as of the last day of the first distribution
     calendar year will be included in the calculation of the amount of the
     annuity payments for payment intervals ending on or after the Participant's
     required beginning date.

          (c)  Additional Accruals After First Distribution Calendar Year. Any
     additional benefits accruing to the Participant in a calendar year after
     the first distribution calendar year will be distributed beginning with the
     first payment interval ending in the calendar year immediately following
     the calendar year in which such amount accrues.

6.4  Requirements For Annuity Distributions That Commence During
     Participant's Lifetime.6.4 p.15

          (a)  Joint Life Annuities Where the Beneficiary Is Not the
     Participant's Spouse. If the Participant's interest is being distributed in
     the form of a joint and survivor annuity for the joint lives of the
     Participant and a nonspouse Beneficiary, annuity payments to be made on or
     after the Participant's required beginning date to the designated
     Beneficiary after the Participant's death must not at any time exceed the
     applicable percentage of the annuity payment for such period that would
     have been payable to the Participant using the table set forth in Q&A-2 of
     section 1.401(a)(9)-6T of the Treasury regulations. If the form of
     distribution combines a joint and survivor annuity for the joint lives of
     the Participant and a nonspouse Beneficiary and a period certain annuity,
     the requirement in the preceding sentence will apply to annuity payments to
     be made to the designated Beneficiary after the expiration of the period
     certain.

          (b)  Period Certain Annuities. Unless the Participant's spouse is the
     sole designated Beneficiary and the form of distribution is a period
     certain and no life annuity, the period certain for an annuity distribution
     commencing during the Participant's lifetime may not exceed the applicable
     distribution period for the Participant under the Uniform Lifetime Table
     set forth in section 1.401(a)(9)-9 of the Treasury regulations for the
     calendar year that contains the Annuity Starting Date. If the Annuity
     Starting Date precedes the year in which the Participant reaches age 70,
     the applicable distribution period for the Participant is the distribution
     period for age 70 under the Uniform Lifetime Table set forth in section
     1.401(a)(9)-9 of the Treasury regulations plus the excess of 70 over the
     age of the Participant as of the Participant's birthday in the year that
     contains the annuity starting date. If the Participant's spouse is the
     Participant's sole designated Beneficiary and the form of distribution is a
     period certain and no life annuity, the period certain may not exceed the
     longer of the Participant's applicable distribution period, as determined
     under this Section 6.4(b), or the joint life and last survivor expectancy
     of the Participant and the Participant's spouse as determined under the
     Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of the
     Treasury regulations, using the Participant's and spouse's attained ages as
     of the Participant's and spouse's birthdays in the calendar year that
     contains the Annuity Starting Date.


<PAGE>
6.5  Requirements For Minimum Distributions Where Participant Dies Before
     Date Distributions Begin.

          (a)  Participant Survived by Designated Beneficiary. If the
     Participant dies before the date distribution of his or her interest begins
     and there is a designated Beneficiary, the Participant's Pre-Retirement
     Survivor Annuity interest will be distributed, beginning no later than the
     time described in Section 6.2(b), over the life of the designated
     Beneficiary or over a period certain not exceeding:

          (1)  unless the Annuity Starting Date is before the first distribution
          calendar year, the life expectancy of the designated Beneficiary
          determined using the Beneficiary's age as of the Beneficiary's
          birthday in the calendar year immediately following the calendar year
          of the Participant's death; or

          (2)  if the Annuity Starting Date is before the first distribution
          calendar year, the life expectancy of the designated Beneficiary
          determined using the Beneficiary's age as of the Beneficiary's
          birthday in the calendar year that contains the Annuity Starting Date.

          (b)  Death of Surviving Spouse Before Distributions to Surviving
     Spouse Begin. If the Participant dies before the date distribution of his
     or her interest begins, the Participant's surviving spouse is the
     Participant's sole designated Beneficiary, and the surviving spouse dies
     before distributions to the surviving spouse begin, this Section 6.5 will
     not apply.

6.6  Definitions.

          (a)  Designated Beneficiary. The individual who is designated as the
     Beneficiary under Section 1.8 of the Plan or Section 2.10 of the Appendix A
     Plan and is the designated Beneficiary under Code Section 401(a)(9) and
     section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

          (b)  Distribution calendar year. A calendar year for which a minimum
     distribution is required. For distributions beginning before the
     Participant's death, the first distribution calendar year is the calendar
     year immediately preceding the calendar year which contains the
     Participant's required beginning date. For distributions beginning after
     the Participant's death, the first distribution calendar year is the
     calendar year in which distributions are required to begin pursuant to
     Section 6.2(b).

          (c)  Life expectancy. Life expectancy as computed by use of the Single
     Life Table in section 1.401(a)(9)-9 of the Treasury regulations.

          (d)  Required beginning date. The date specified in Section 7.8 of the
     Plan and 9.03 of the Appendix A Plan.


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The Employer consents to the foregoing amendment, and except as amended herein,
the Plan is hereby ratified and confirmed.


                                NBT Bancorp Inc.


                                By  /S/ Thomas Delduchetto
                                  ------------------------
                                                  EMPLOYER


                                Date  10/28/02
                                      ---------


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