NBT BANCORP INC
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>21
<FILENAME>doc20.txt
<TEXT>


                                  Exhibit 10.31
Form of Employment Agreement between NBT Bancorp Inc. and Peter Corso made as of
                                January 1, 2002.


                                      II-78
<PAGE>
                         EMPLOYMENT AGREEMENT (REVISED)

This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of
October 18, 2001 and revised on January 1, 2002, by and between PETER J. CORSO
("Executive") and NBT BANCORP INC., a Delaware corporation having its principal
office in Norwich, New York ("NBTB") and NBT Bank, National Association ("NBT
Bank");

                         W I T N E S S E T H   T H A T :

     WHEREAS, the Executive is president and chief operating officer of Central
National Bank, a Division of NBT Bank ("CNB");

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

     WHEREAS, because of Executive's abilities and his knowledge of, and
reputation in, markets where CNB conducts its business, NBTB and NBT Bank have
determined that it is essential to obtain a commitment from Executive to provide
consulting services to NBT Bank and not to compete against NBTB or any of its
affiliates or to solicit to employ certain of their officers in accordance with
the terms hereof; and

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

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

     1.   Employment;  Responsibilities  and  Duties.
          ------------------------------------------

          (a)  NBT  Bank  hereby  agrees  to  employ,  and NBTB hereby agrees to
cause NBT Bank to employ, Executive as president and chief operating officer of
CNB and any successor during the Term of Employment (as hereinafter defined) and
Executive hereby agrees to serve as the president and chief operating officer of
CNB during the Term of Employment.  Executive shall report directly to the chief
executive officer of NBT 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 of NBT Bank, render services as an employee,
independent contractor, or otherwise, whether or not compensated, to any person
or entity other than NBTB or its affiliates; provided that Executive may, where
involvement in such activities does not individually or in the aggregate
significantly interfere with the performance by Executive of his duties or
violate the provisions of sections 4, 5 and 6 hereof, (i) render services to
charitable organizations, (ii) manage his personal investments, and (iii) with
the prior permission of the chief executive officer of NBT Bank, hold such other
directorships or part-time academic appointments or have such other business
affiliations as would otherwise be prohibited under this section 1.

     2.   Term  of  Employment.
          --------------------

          (a)  The  term  of  Executive's employment under this Agreement ("Term
of Employment") shall be the period commencing on November 9, 2001 (the
"Commencement Date") and continuing until the Termination Date, which shall mean
the earliest to occur of:

               (i)  the  third  anniversary  of  the  Commencement  Date, unless
the Term of Employment shall be extended by the mutual agreement of the parties
hereto;

               (ii) the  death  of  Executive;


                                      II-79
<PAGE>
               (iii)  Executive's  inability  to  perform  his duties hereunder,
as a result of physical or mental disability as reasonably determined by the
personal physician of Executive, for a period of at least 180 consecutive days
or for at least 180 days during any period of twelve consecutive months during
the Term of Employment;

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

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

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

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

                    (D)  the  breach  by  Executive  of  any  representation  or
warranty in section 6(a) hereof or of any agreement contained in section 1, 6,
or 7 hereof, which breach is material and adverse to NBTB or any of its
affiliates for which Executive is assigned material responsibilities or duties;

               (v)  Executive's  resignation  from  his  position  as  president
and chief operating officer of CNB for any reason; or

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

          (b)  In  the  event  that  the  Term of Employment shall be terminated
by reason of an event described in section 2(a)(i) - 2(a)(iv) hereof, Executive
shall be entitled to, upon the occurrence of any such event:

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

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

          (c)  In  the  event  that  the  Term of Employment shall be terminated
by reason of an event other than an event described in section 2(a)(i) -
2(a)(iv) hereof, Executive shall be entitled to:

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

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

               (iii)  if  the  Termination  Date occurs during the first year of
the Term of Employment, then in consideration of Executive's past services,
Executive's agreement to provide consulting services under section 4 hereof, and
Executive's covenants under sections 5 and 6 hereof, Executive shall be entitled
to a lump-sum cash payment equal to $525,000;


                                      II-80
<PAGE>
               (iv) if  the  Termination  Date  occurs during the second year of
the Term of Employment, then in consideration of Executive's past services,
Executive's agreement to provide consulting services under section 4 hereof, and
Executive's covenants under sections 5 and 6 hereof, Executive shall be entitled
to receive a lump sum cash payment equal to the sum of (A) the undiscounted
remainder of his base annual compensation during the second year of the Term of
Employment (assuming Executive remained employed by NBT Bank for the entirety of
such second year) and (B) an undiscounted amount equal to eighteen months of
additional annual base compensation at the then current rate; and

               (v)  if  the  Termination  Date  occurs  after the second year of
the Term of Employment, then in consideration of Executive's past services and
his covenants under sections 5 and 6 hereof, Executive shall be entitled to
receive a lump sum cash payment equal to the undiscounted amount of Executive's
annual base compensation (at the rate in effect immediately prior to the
Termination Date) that would have been payable to Executive assuming Executive
remained employed by NBT Bank for the greater of (i) one year after the
Termination Date or (ii) the date after the third anniversary of the
Commencement Date, if any, agreed to by the parties hereto.

          (d)  In  the  event  that the employment of Executive with NBT Bank is
terminated in any situation described in section 3 of the change-in-control
letter agreement dated as of OCTOBER 18, 2001 between NBTB and Executive (the
"Change-in-Control Agreement") so as to entitle Executive to a severance payment
and other benefits described in section 3 of the Change-In-Control Agreement,
then notwithstanding the provisions of section 2 (c) hereof, Executive shall be
entitled to the following, and no more, under this section 2:

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

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

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

Notwithstanding the foregoing provisions of this section 2(d), the Executive may
at any time prior to the payment of any severance or other benefits under
section 3 of the Change-In-Control Agreement elect in writing to waive his
rights under the Change-in-Control Agreement, in which case this Agreement shall
apply to Executive without regard to the foregoing provisions of this section
2(d).  In the event that Executive becomes entitled to the severance and other
benefits under section 3 of the Change-in-Control Agreement, NBTB shall promptly
(and in all events within three business days) notify Executive in writing of
Executive's right to waive his rights under the Change-in-Control Agreement and,
unless otherwise directed by the Executive in writing, no severance payments or
other benefits under section 3 of the Change in Control Agreement shall be paid
to Executive until ten business days after the providing of written notice by
NBTB to Executive.  If Executive does not waive his rights under the
Change-in-Control Agreement and receives severance or other benefits under
section 3 of the Change-in-Control Agreement, sections 4 and 5 of this Agreement
shall cease to apply and Executive shall have no obligation thereunder.

     3.   Compensation.  For  the  services  to  be  performed  by  Executive
          ------------
for NBT Bank under this Agreement, Executive shall be compensated in the
following manner:

          (a)  Salary.  During  the  Term  of  Employment:
               ------

               (i)  NBT  Bank  shall  pay  Executive  a  salary,  which,  on  an
annual basis, shall not be less than $175,000 during the Term of Employment.
Salary shall be payable in accordance with the normal payroll practices of NBTB
with respect to executive personnel as presently in effect or as they may be
modified by NBTB from time to time.


                                      II-81
<PAGE>
               (ii) Executive  shall  be  entitled  to  minimum  annual  salary
increases of 7 percent during the Term of Employment, beginning in January of
2003, and in addition, if the term of this agreement is extended as per Section
2(a)(i), shall be eligible to be considered for further salary increases, upon
review, in accordance with the compensation policies of NBTB with respect to
executive personnel as presently in effect or as they may be modified by NBTB
from time to time.

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

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

               (i)  Stock  Options. Each January or February annually during the
                    --------------
Term of Employment, NBTB will cause Executive to be granted a non-statutory
("non-qualified") stock option (each an "Option") to purchase the number of
shares of the common stock of NBTB, $0.01 par value (the "NBTB Common Stock"),
pursuant to the NBT Bancorp Inc. 1993 Stock Option Plan, as amended, or any
appropriate successor plan (the "Stock Option Plan"), computed by using a
formula approved by NBTB that is commensurate with the Executive's title and
salary grade. The option exercise price per share of the shares subject to each
Option shall be Fair Market Value, and the terms, conditions of exercise, and
vesting schedule of such Option shall be as set forth in section 8 of the Stock
Option Plan.

               (ii) Vacation  and  Sick  Leave.  During  the Term of Employment,
                    --------------------------
Executive shall be entitled to paid annual vacation periods and sick leave in
accordance with the policies of NBTB as in effect as of the Commencement Date or
as may be modified by NBTB from time to time as may be applicable to officers of
Executive's rank employed by NBTB or its affiliates, but in no event less than
four weeks of paid vacation each year during the Term of Employment.

               (iii)  Automobile. During the Term of Employment, Executive shall
                      ----------
be entitled  to the use of an automobile (whose value shall not exceed $40,000),
owned by NBTB or an affiliate of NBTB, the make, model and year of which
automobile shall be appropriate to an officer of Executive's rank, and which
will be replaced every three years (or earlier if the accumulated mileage
exceeds 50,000 miles) with a new automobile whose value shall not exceed the sum
of $40,000 escalated by an amount calculated by the controller's division of
NBTB to adjust for the effect of inflation upon the $40,000 (an "Inflation
Adjustment").  Executive shall be responsible for all expenses of ownership and
use of such automobile, subject to reimbursement of expenses for business use in
accordance with section 3(b)(vi).

               (iv) Country  Club Dues. During the Term of Employment, Executive
                    ------------------
shall be reimbursed for dues and assessments incurred in relation to Executive's
membership at a country club mutually agreed upon by Executive and the chief
executive officer of NBT Bank.

          (v)  Withholding.  All  compensation  to  be  paid  to  Executive
               -----------
hereunder shall be subject to required withholding and other taxes.

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


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<PAGE>
     4.   Consulting  Services
          -------------------

     (a) In the event that Executive's employment terminates hereunder during
the first two years of the Term of Employment and Executive becomes entitled to
a payment under either section 2(c)(iii) or 2(c)(iv) hereof, Executive shall,
during the Consulting Period (as hereinafter defined), be available to render
such consulting services to NBTB or NBT Bank as they may reasonably request of
Executive from time-to-time relating to their business and operations. The
services requested of Executive by NBTB and NBT Bank during the Consulting
Period shall be scheduled in consultation with Executive and shall be of a scope
so as to not materially interfere with Executive's engaging in full-time
employment after the Employment Term. NBTB or NBT Bank shall promptly reimburse
Executive for all expenses incurred by Executive in the performance of
Executive's consulting duties, including travel and subsistence expenses,
recognizing that Executive's home may not be in the geographic area where NBTB
and NBT Bank conduct business. Executive shall perform his duties under this
section 4(a) as an independent contractor to NBTB and NBT Bank.

     (b) For purposes of this Agreement, the term "Consulting Period" shall mean
(i) if Executive's employment terminates hereunder during the first year of the
Employment Term and Executive becomes entitled to the payment described in
section 2(c)(iii) hereof, the period beginning on the date of Executive's
termination of employment with NBT Bank and ending on the second anniversary of
such termination of employment, and (ii) if Executive's employment terminates
hereunder during the second year of the Employment Term and Executive becomes
entitled to the payment described in section 2(c)(iv) hereof, the period
beginning on the date of Executive's termination of employment with NBT Bank and
ending on the second anniversary of the Merger.

     (c) In consideration for Executive's covenants under this section 4 and
under sections 5 and 6 hereof, NBTB or NBT Bank shall, in addition to any lump
sum payment provided for by Section 2(c)(iii) and 2(c)(iv), as applicable,
provide to Executive for a three year period following the date of Executive's
termination of employment with NBT Bank, at no cost to Executive, life insurance
and health insurance (collectively, "Welfare Benefits") that are not less
favorable in all respects to those that Executive was receiving immediately
prior to the Termination Date; provided, however, that the medical coverage
provided shall be family medical coverage that also covers Executive's spouse
and any dependents. Executive will be entitled to elect to change his level of
coverage and/or his choice of coverage options with respect to the Welfare
Benefits provided by NBTB or NBT Bank to Executive to the same extent that
actively employed senior executives of NBTB and NBT Bank are permitted to make
such changes.

     5.   Covenant  Not  to  Compete.
          --------------------------

          (a)  The  parties acknowledge: (i) that as a result of the Merger, NBT
Bank and NBTB will be engaged in the business of banking in those markets where
CNB currently conducts its banking business; (ii) that Executive has developed
special expertise and a recognized reputation in CNB's markets and business; and
(iii) that if Executive were to undertake efforts in competition with NBT Bank
and NBTB in CNB's current market areas or solicit for employment officers of CNB
the result would be substantial and irreparable damage to NBT Bank and NBTB.

     (b) During the Restricted Period, Executive shall not solicit any business
(other than business in an area outside of twenty miles in which NBTB or any of
its subsidiaries is competitively engaged), customers or prospective customers
of NBTB or any of its subsidiaries whom Executive has served or solicited during
the course of his employment by CNB.

     (c) During the Restricted Period, Executive shall not, directly or
indirectly, either for Executive's own benefit or purpose or for the benefit or
purpose of any person or entity other than NBTB or any of its subsidiaries,
employ or offer to employ, call on, or actively interfere with NBTB's or any of
its subsidiaries' relationship with, or attempt to divert or entice away, any
officer of NBTB or any of its subsidiaries who was an officer of CNB or any of
its subsidiaries immediately prior to the Merger.

     (d) The term "Restricted Period shall mean (a) if there is a Consulting
Period, the period beginning on the first day of the Consulting Period and
ending on the first anniversary of the last day of the Consulting Period, and
(b) if there is no Consulting Period, the period beginning on Executive's
Termination Date and ending on the date that is six months after such
Termination Date.


                                      II-83
<PAGE>
          (e)  The  parties  hereto  agree  that  the  amount  of  the  lump-sum
payment paid to Executive pursuant to Section 2(c)(ii), (c)(iii), or (c)(iv), as
applicable, that is allocable to services or consideration provided by Executive
other than pursuant to Sections 4, 5 and 6 hereof is less than $135,000.

     6.   Confidential  Business  Information;  Non-Competition.
          -----------------------------------------------------

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

     (b) Executive acknowledges and agrees that irreparable injury will result
to NBTB and its affiliates in the event of a breach of any of the provisions of
section 5 hereof or this section 6 (the "Designated Provisions") and that NBTB
will have no adequate remedy at law with respect thereto. Accordingly, in the
event of a material breach of any Designated Provision, and in addition to any
other legal or equitable remedy NBTB may have, NBTB shall be entitled to the
entry of a preliminary and permanent injunction (including, without limitation,
specific performance) by a court of competent jurisdiction in Chenango County,
New York, to restrain the violation or breach thereof by Executive, and
Executive submits to the jurisdiction of such court in any such action.

     (c) It is the desire and intent of the parties that the provisions of
section 5 hereof and this section 6 shall be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, if any particular provision of section
5 hereof or this section 6 shall be adjudicated to be invalid or unenforceable,
such provision shall be deemed amended to delete therefrom the portion thus
adjudicated to be invalid or unenforceable, such deletion to apply only with
respect to the operation of such provision in the particular jurisdiction in
which such adjudication is made. In addition, should any court determine that
the provisions of section 5 hereof or this section 6 shall be unenforceable with
respect to scope, duration, or geographic area, such court shall be empowered to
substitute, to the extent enforceable, provisions similar hereto or other
provisions so as to provide to NBTB, to the fullest extent permitted by
applicable law, the benefits intended by section 5 hereof and this section 6.

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


                                      II-84
<PAGE>
     8.   Representations  and  Warranties.
          --------------------------------

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

     (b) Executive shall indemnify, defend, and hold harmless NBTB for, from,
and against any and all losses, claims, suits, damages, expenses, or
liabilities, including court costs and counsel fees, which NBTB has incurred or
to which NBTB may become subject insofar as such losses, claims, suits, damages,
expenses, liabilities, costs, or fees arise out of or are based upon any failure
of any representation or warranty of Executive in section 7(a) hereof to be true
and correct when made.

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

If to NBTB or NBT Bank:

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

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

With a required copy, in the case of a notice to NBT Bancorp Inc. or NBT Bank,
to:

     NBT Bancorp Inc. Corporate Counsel

If to Executive:

     Mr. Peter J. Corso
     11 Kingsbury Ave.
     St. Johnsville, NY  13452

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

     10.  Assignment.  Neither  party  may  assign  this Agreement or any rights
          ----------
or obligations hereunder without the consent of the other party.

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

     12.  Entire  Agreement.  This  Agreement  constitutes  the  entire
          -----------------
understanding among NBTB, NBT Bank and Executive relating to the subject matter
hereof.  Any previous agreements or understandings between the parties hereto or
between Executive and CNB or any of its affiliates regarding the subject matter
hereof, including without limitation the terms and conditions of employment,
compensation, benefits, retirement, competition following employment, and the
like, are merged into and superseded by this Agreement.  Neither this Agreement
nor any provisions hereof can be modified, changed, discharged, or terminated
except by an instrument in writing signed by the party against whom any waiver,
change, discharge, or termination is sought.


                                      II-85
<PAGE>
     13.  Illegality;  Severability.
          -------------------------

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

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

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

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

     14.  Arbitration.  Subject  to  the  right  of  each  party  hereto to seek
          -----------
specific performance (which right shall not be subject to arbitration), if a
dispute arises out of or related to this Agreement, or the breach thereof, such
dispute shall be referred to arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association ("AAA").  A dispute
subject to the provisions of this section will exist if either party notifies
the other party in writing that a dispute subject to arbitration exists and
states, with reasonable specificity, the issue subject to arbitration (the
"Arbitration Notice").  The parties agree that, after the issuance of the
Arbitration Notice, the parties will try in good faith to resolve the dispute by
mediation in accordance with the Commercial Rules of Arbitration of AAA between
the date of the issuance of the Arbitration Notice and the date the dispute is
set for arbitration.  If the dispute is not settled by the date set for
arbitration, then any controversy or claim arising out of this Agreement or the
breach hereof shall be resolved by binding arbitration and judgment upon any
award rendered by arbitrator(s) may be entered in a court having jurisdiction.
Any person serving as a mediator or arbitrator must have at least ten years'
experience in resolving commercial disputes through arbitration.  In the event
any claim or dispute involves an amount in excess of $100,000, either party may
request that the matter be heard by a panel of three arbitrators; otherwise all
matters subject to arbitration shall be heard and resolved by a single
arbitrator.  The arbitrator shall have the same power to compel the attendance
of witnesses and to order the production of documents or other materials and to
enforce discovery as could be exercised by a United States District Court judge
sitting in the Northern District of New York.  In the event of any arbitration,
each party shall have a reasonable right to conduct discovery to the same extent
permitted by the Federal Rules of Civil Procedure, provided that such discovery
shall be concluded within ninety days after the date the matter is set for
arbitration.  In the event of any arbitration, the arbitrator or arbitrators
shall have the power to award reasonable attorney's fees to the prevailing
party.  Any provision in this Agreement to the contrary notwithstanding, this
section shall be governed by the Federal Arbitration Act and the parties have
entered into this Agreement pursuant to such Act.

     15.  Certain  Expenses.  NBTB  shall  pay  to  Executive all legal fees and
          -----------------
expenses (but not taxes, penalties or interest on taxes or penalties) incurred
by Executive (a) in seeking to obtain or enforce any provision of this Agreement
or (b) in connection with any tax audit or proceeding to the extent attributable
to the application of section 4999 of the Code to any payment or benefit
provided hereunder or under other plans and programs of CNB, NBTB or any of
their affiliates.  Such payments shall be made within five (5) business days
after delivery of Executive's written requests for payment accompanied with such
evidence of fees and expenses incurred as NBTB reasonably may require.



                                      II-86
<PAGE>
     16.  Consent  to  Retirement  Annuity  Contribution.  NBTB hereby consents,
          ----------------------------------------------
for purposes of the Merger Agreement, to CNB taking all necessary and
appropriate actions prior to the Merger to (i) cause an aggregate of $25,000 to
be contributed to one or both of the annuity contracts (as specified by
Executive) held under the Supplemental Retirement Annuity Agreement (the "SRAA")
between Executive and CNB, dated May 15, 2000, (ii) cause the transfer of such
annuity contracts to a "rabbi trust," the terms of which shall provide for the
payment of benefits to Executive and his beneficiaries in accordance with the
terms of the SRAA, and (iii) amend the SRAA as necessary or appropriate to
reflect such actions.

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

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

     19.  Termination.  This  Agreement  shall  terminate  in the event that the
          -----------
Merger Agreement terminates in accordance with Section 12 thereof.

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


                                      NBT BANCORP INC.



                                      By:
                                           --------------------
                                           Daryl R. Forsythe
                                           Chairman, President and
                                           Chief Executive Officer


                                      NBT BANK, NATIONAL ASSOCIATION



                                      By:  /s/ Daryl R. Forsythe
                                           --------------------------
                                           Daryl R. Forsythe
                                           Chairman and Chief Executive Officer


                                      PETER J. CORSO



                                           /s/ Peter J. Corso
                                           ------------------


                                      II-87
<PAGE>

</TEXT>
</DOCUMENT>
