NBT BANCORP INC
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>11
<FILENAME>doc10.txt
<TEXT>
                                  Exhibit 10.11
                  NBT Bancorp Inc. Employee Stock Purchase Plan


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<PAGE>
                                NBT BANCORP INC.
                          EMPLOYEE STOCK PURCHASE PLAN


                                ARTICLE I-PURPOSE

     The  NBT Bancorp Inc. Employee Stock Purchase Plan (the "Plan") is intended
to  provide  to  employees  of  NBT  Bancorp  Inc.  (the  "Corporation") and its
subsidiaries  the  opportunity to acquire ownership interests in the Corporation
through  a  regular investment program.  The Corporation believes that ownership
of  its  Common  Stock will motivate employees to improve their job performance,
and  enhance  the financial results of the Corporation.  The Plan is intended to
qualify  as  an "employee stock purchase plan" under section 423 of the Internal
Revenue  Code  of 1986, as amended (the "Code"), and shall be construed so as to
extend  and  limit  participation  in  a manner consistent with the requirements
thereof.

                             ARTICLE II-DEFINITIONS

2.01.  BASE  PAY
     "Base  Pay" shall mean an Employee's basic hourly wage or salary, excluding
any  bonuses,  overtime,  or  other extra or incentive pay.  With respect to any
Employee  compensated  on  a  commission  basis, the Committee shall make a good
faith  estimate  of  the  Employee's  expected "Base Pay" by taking into account
prior-year  compensation,  excluding  any  bonuses,  overtime, or other extra or
incentive  pay,  and  any  changes  in  circumstances  for  the  current  year.

2.02.  BOARD
     "Board"  shall  mean  the  Board  of  Directors  of  the  Corporation.

2.03.  CODE
     "Code"  shall  mean the Internal Revenue Code of 1986, as amended from time
to  time.

2.04.  COMMENCEMENT  DATE
     "Commencement Date" shall mean March 31, 2000 and each January 1 thereafter
during  which  the  Plan  is  in  effect.

2.05.  COMMITTEE
     "Committee"  shall  mean  the  individuals  described  in  Article  IX.

2.06.  COMMON  STOCK
     "Common  Stock"  shall  mean the Common Stock, par value $.01 per share, of
the  Corporation.

2.07.  CORPORATION
     "Corporation"  shall  mean  NBT  Bancorp  Inc.,  a  Delaware  corporation.

2.08.  EMPLOYEE
     "Employee"  shall  mean  any  person  employed  by  the  Corporation  or  a
Subsidiary  Corporation  (as  defined  in  Sec.  2.10).

2.09.  OFFERING
     "Offering"  shall  mean an annual offering of Common Stock pursuant to Sec.
4.01.

2.10.  SUBSIDIARY  CORPORATION


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"Subsidiary  Corporation"  shall  mean  any  present or future corporation which
would  be  a "subsidiary corporation" of the Corporation as that term is defined
in  section  424  of  the  Code.

2.11.  TERMINATION  DATE
     "Termination  Date"  shall  mean  the December 31 immediately following the
Commencement  Date  of  an  Offering.

                    ARTICLE III-ELIGIBILITY AND PARTICIPATION

3.01.  INITIAL  ELIGIBILITY
     Except as otherwise provided in Sec.Sec. 3.02 and 9.01, each Employee shall
be eligible to participate in Offerings that commence on or after the date he or
she  becomes  an  Employee.

3.02.  RESTRICTIONS  ON  PARTICIPATION
     No  Employee  shall  participate  in  an  Offering:
     (a)  if,  immediately  after the Commencement Date, such Employee would own
stock,  and/or hold outstanding options to purchase stock, possessing 5% or more
of  the  total  combined  voting  power  or value of all classes of stock of the
Corporation  (for purposes of this paragraph, the rules of section 424(d) of the
Code  shall  apply  in  determining  stock  ownership  of  any  Employee);  or
     (b)  to  the  extent  that  his  or  her rights to purchase stock under all
employee  stock purchase plans of the Corporation accrue at a rate which exceeds
$25,000  in  fair market value of the stock (determined at the time such options
are  granted)  for  each  calendar  year  in which such options are outstanding.

3.03.  COMMENCEMENT  OF  PARTICIPATION
     An Employee may participate in Offerings by completing an authorization for
regular payroll deductions on the form provided by the Corporation and filing it
with  the Corporation on or before the date set therefor by the Committee, which
date  shall  be  prior  to  the  Commencement  Date  for  an  Offering.  Payroll
deductions  for  an Employee shall commence on the applicable Commencement Date.
Once  enrolled,  an Employee shall continue to participate in this Plan for each
succeeding  Offering  until  the Employee terminates his or her participation as
provided in Article VII or ceases to be an Employee.  An Employee who desires to
change  his  or her rate of contribution may do so effective as of the beginning
of the next Commencement Date for an Offering by completing an authorization and
filing  it  with  the  Corporation  prior  to  that  Commencement  Date.

                         ARTICLE IV-GRANTING OF OPTIONS

4.01.  ANNUAL  OFFERINGS
     The Plan shall be implemented by annual offerings of Common Stock beginning
on  March  31,  2000 and on the 1st day of January in each subsequent year, each
Offering  terminating  on the December 31 immediately following the Commencement
Date  (the  Termination  Date).

4.02.  NUMBER  OF  OPTION  SHARES
     On  the  Commencement Date of each Offering, a participating Employee shall
be  deemed  to  have  been  granted  an option to purchase a number of shares of
Common  Stock equal to (i) the aggregate amount of payroll deductions during the
Offering  elected  by  the Employee, divided by (ii) the option price determined
under  Sec.  4.03(i).

4.03.  OPTION  PRICE
     The  option  price  of  Common  Stock purchased in an Offering shall be the
lower  of:
     (i)  85% of the fair market value of Common Stock on the Commencement Date,
          or
     (ii) 85% of the fair market value of Common Stock on the Termination Date.


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     Fair market value as of any date shall mean:
     (a)  if  the  Common  Stock  is listed on a national securities exchange or
traded  in  the  over-the-counter market and sales prices are regularly reported
for  the  Common  Stock, the average of the closing or last prices of the Common
Stock  on  the  Composite  Tape  or other comparable reporting system for the 10
consecutive  trading  days  immediately  preceding  such  date;
     (b) if the Common Stock is traded on the over-the-counter market, but sales
prices  are not regularly reported for the Common Stock for the 10 days referred
to  in (a) above, and if bid and asked prices for the Common Stock are regularly
reported,  the  average  of the mean between the bid and the asked price for the
Common  Stock at the close of trading in the over-the-counter market for such 10
days;  and
     (c)  if  the  Common  Stock  is  neither  listed  on  a national securities
exchange nor traded on the over-the counter market, such value as the Committee,
in  good  faith,  shall  determine.

4.04.  MAXIMUM  SHARES
     The  maximum number of shares which shall be issued under the Plan, subject
to  adjustment  upon changes in capitalization of the Corporation as provided in
Sec.  11.02,  shall  be 500,000 shares.  If the total number of shares for which
options  are  exercised  on  any  Offering  Termination  Date, together with the
aggregate  number  of  shares as to which options were exercised on all previous
Offering  Termination Dates, exceeds the foregoing maximum number of shares, the
Corporation  shall  make  a  pro  rata  allocation  of  the shares available for
purchase  in  as nearly a uniform manner as shall be practicable and as it shall
determine  to  be  equitable,  and  the  balance credited to the account of each
Employee  under Sec. 5.02 not used to purchase Common Stock shall be returned to
him  or  her  as promptly as possible.  Common Stock issued pursuant to the Plan
may  be  either authorized but unissued shares or shares held in the treasury of
the  Corporation.

4.05.  EMPLOYEE'S  INTEREST  IN  OPTION  STOCK
     The  Employee  shall have no interest in Common Stock covered by his or her
option until such option has been exercised in accordance with the provisions of
Article  VI.

                          ARTICLE V-PAYROLL DEDUCTIONS

5.01.  AMOUNT  OF  DEDUCTION
     An Employee's authorization for payroll deduction shall elect deductions of
at  least  1%  of  Base Pay, but not more than 10% of Base Pay, in effect on the
Commencement  Date  of  each  Offering.  No  change  in  the  amount  of payroll
deductions  shall  be  made  during  a  year  if the Employee's rate of Base Pay
changes  during  the  year.

5.02.  EMPLOYEE'S  ACCOUNT
     All payroll deductions made for an Employee shall be credited to his or her
account under the Plan.  An Employee may not make any separate cash payment into
such  account except when on leave of absence, and then only as provided in Sec.
5.04.

5.03.  CHANGES  IN  PAYROLL  DEDUCTIONS
     An Employee may discontinue his or her payroll deductions under the Plan as
provided  in  Article  VII, but may make no other change during an Offering and,
specifically, may not alter the amount of his or her payroll deductions for that
Offering.

5.04.  LEAVE  OF  ABSENCE
     An  Employee  on a leave of absence without pay shall have the right to (i)
discontinue  contributions  to  the  Plan,  or  (ii)  make a cash payment to the
Corporation  at  the  end of each payroll period in the amount of the Employee's
authorized  Plan  deductions.



                         ARTICLE VI-EXERCISE OF OPTIONS


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6.01.  AUTOMATIC  EXERCISE
     Unless  an  Employee gives written notice to the Corporation as hereinafter
provided,  his  or  her  option  with respect to any Offering shall be exercised
automatically  on  the  Termination  Date  applicable  to such Offering, for the
number  of  full  and  fractional  shares  of Common Stock subject to his or her
option,  as  determined  under  Sec. 4.02.  Any amount in his or her account not
used  to  purchase  Common  Stock  shall  be  returned  to the Employee within a
reasonable  time  after  the  Termination  Date  of  the  Offering.

6.02.  BOOK  ENTRY  ACCOUNTS;  DELIVERY  OF  STOCK
     The  Corporation  shall  maintain a book entry account, in the name of each
Employee  who  purchased  shares of Common Stock under Sec. 6.01, to record book
entries  of  the number of full and fractional shares (to 1/1,000 of a share) of
Common  Stock  purchased  by  an  Employee.  Statements  of  shares held in each
Employee's  book  entry  account  shall  be  delivered to each Employee within a
reasonable time after the Termination Date of each Offering.  Shares credited to
an  Employee's  book  entry  account  will  be held in uncertificated form for a
period  of  one  year  from the date of purchase, except as provided in Sec.Sec.
6.04  and  7.03.  Thereafter,  Employees may obtain stock certificates for those
shares  that have been held for one year in their respective book entry accounts
upon  submitting  a  written  request  to  the  Committee.

6.03.  REGISTRATION  OF  STOCK
     Common  Stock  to  be  delivered  to  an  Employee  under the Plan shall be
registered  in  the  name  of  the  Employee,  or, if the Employee so directs by
written  notice  to  the  Corporation  prior  to  the  Offering Termination Date
applicable  thereto,  in  the names of the Employee and one such other person as
may  be designated by the Employee, as joint tenants with rights of survivorship
or  as  tenants  by  the  entirety,  to  the extent permitted by applicable law.

6.04.  TRANSFERABILITY  OF  STOCK
     Common  Stock  issued pursuant to the Plan shall not be transferable, other
than  to  the  Employee's  estate  or by bequest or inheritance, incident to the
Employee's divorce, or due to the Employee's immediate and heavy financial need,
for  one  year  after  the  date  of  purchase.

     Stock  certificates  representing  those  shares  that have been held in an
Employee's  book  entry account for less than one year from the date of purchase
will  be  issued  to an Employee due to an immediate and heavy financial need of
the  Employee  if  the  Employee  has incurred (or is about to incur) any of the
following  financial  obligations:

     (i)  Expenses  incurred  or  necessary  for  medical care described in Code
     section  213(d)  for  the  Employee,  his  or her spouse, children or other
     dependents;
     (ii)  Costs directly related to the purchase of the principal residence for
     the  Employee  (excluding  mortgage  payments);
     (iii)  Payment  of  tuition,  related  educational fees, and room and board
     expenses,  for  the next twelve (12) months of post-secondary education for
     the  Employee,  his  or  her  spouse,  children  or  other  dependents;  or
     (iv) Payments necessary to prevent the eviction of the Employee from his or
     her  principal  residence  or  foreclosure  on  the  mortgage of his or her
     principal  residence.

     A  financial  hardship  request for stock certificates must be submitted to
the  Committee  in  writing.  The Employee making the application shall have the
burden  of  presenting to the Committee evidence that he or she has an immediate
and  heavy  financial  need  and  that  the  issuance  of stock certificates and
subsequent  sale  of  those  shares of Common Stock is necessary to satisfy that
financial  need.  Action  upon  any  such  application  shall  be  taken  by the
Committee  in  its  absolute  discretion.

6.05.  WITHHOLDING


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     The  Corporation  shall  have  the  right  to  withhold  from an Employee's
compensation  amounts  sufficient  to  satisfy  all federal, state and local tax
withholding  requirements,  and  shall have the right to require the Employee to
remit  to the Corporation such additional amounts as may be necessary to satisfy
such  requirements.
                             ARTICLE VII-WITHDRAWAL

7.01.  IN  GENERAL
     An  Employee  may  withdraw  the full amount credited to his or her account
under  the  Plan  at  any time by giving written notice to the Corporation.  The
balance  credited to the Employee's account shall be paid to him or her promptly
after  receipt  of  the notice of withdrawal, and no further deductions shall be
made  from  his  or  her  pay  during  such  Offering.

7.02.  EFFECT  ON  SUBSEQUENT  PARTICIPATION
     An  Employee's  withdrawal from any Offering shall not have any effect upon
his  or her eligibility to participate in any succeeding Offering by filing with
the  Corporation  a  new  authorization  for  payroll  deduction.

7.03.  TERMINATION  OF  EMPLOYMENT
     Upon  termination  of  an  Employee's  employment for any reason, including
retirement  (but  excluding  death  while in the employ of the Corporation), the
amount credited to his or her account shall be returned to him or her or, in the
case  of  death  subsequent  to the termination of his or her employment, to the
person  or  persons  entitled  thereto  under  Sec. 11.08.  Certificates for the
number  of full shares of Common Stock allocated to a terminated Employee's book
entry account shall be issued to him or her as promptly as practicable after his
or  her  termination  date,  with  any  fractional  shares  paid  in  cash.

7.04.  TERMINATION  OF  EMPLOYMENT  DUE  TO  DEATH
     Upon  termination  of an Employee's employment because of his or her death,
his or her beneficiary (as defined in Sec. 11.08) shall have the right to elect,
by  written  notice  given  to the Corporation prior to the Offering Termination
Date,  either:
     (i)  to  withdraw  the  amount credited to the Employee's account under the
Plan,  or
     (ii)  to  exercise his or her option on the Termination Date next following
the date of the Employee's death for the number of full and fractional shares of
Common  Stock  which  the  Employee's  payroll  deductions  prior  to death will
purchase  at the applicable option price, but not more than the number of shares
subject  to the Employee's option determined under Sec. 4.02, with any amount in
such  account  not  used  to  purchase Common Stock returned to the beneficiary.
     In  the  event  that  no  such  timely  written notice of election shall be
received  by  the  Corporation, the beneficiary shall automatically be deemed to
have  elected,  pursuant  to  paragraph (ii), to exercise the Employee's option.

                              ARTICLE VIII-INTEREST

8.01.  PAYMENT  OF  INTEREST
     No  interest  shall  be  paid or allowed on any money paid into the Plan or
credited  to the account of any Employee; provided, however, that interest shall
be  paid  on any and all money which is distributed to an Employee or his or her
beneficiary  pursuant  to  the provisions of Sec.Sec. 7.01, 7.03 and 7.04.  Such
distributions  shall  bear  simple  interest  during the period from the date of
withholding  to  the date of return at the regular passbook savings account rate
per  annum  in  effect  at  NBT Bank, N.A., Norwich, New York.  Where the amount
returned represents an excess amount in an Employee's account after such account
has been applied to the purchase of Common Stock under Sec. 6.01, the Employee's
withholding  account  shall be deemed to have been applied first toward purchase
of  Common  Stock  under  the  Plan,  so that interest shall be paid on the last
withholdings  during  the  period  which  results  in  the  excess  amount.


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                            ARTICLE IX-ADMINISTRATION

9.01.  APPOINTMENT  OF  COMMITTEE
     The  Board  shall  appoint  the  Compensation  and  Benefits  Committee  to
administer  the  Plan,  which  shall consist of no fewer than two members of the
Board.  No  members  of the Committee shall be eligible to purchase Common Stock
under  the  Plan.  If  at any time no Committee is in existence, the Board shall
have  the  authority and responsibility to carry out the duties of the Committee
under  the  Plan.

9.02.  AUTHORITY  OF  COMMITTEE
     Subject  to  the  express  provisions of the Plan, the Committee shall have
plenary  authority  in  its  discretion  to  interpret  and construe any and all
provisions  of  the  Plan,  to adopt rules and regulations for administering the
Plan,  to  make  all  other  determinations  deemed  necessary  or advisable for
administering  the Plan.  The Committee's determination on the foregoing matters
shall  be  conclusive.

9.03.  RULES  GOVERNING  THE  COMMITTEE
     The  Board  may  from  time  to  time  appoint  members of the Committee in
substitution  for  or  in  addition to members previously appointed and may fill
vacancies,  however  caused,  in the Committee.  The Committee may select one of
its members as its Chairman and shall hold its meetings at such times and places
as it shall deem advisable, and may hold telephonic meetings.  A majority of its
members shall constitute a quorum.  All determinations of the Committee shall be
made  by  a  majority  of  its members.  The Committee may correct any defect or
omission  or  reconcile  any inconsistency in the Plan, in the manner and to the
extent  it  shall  deem  desirable.  Any  decision  or  determination reduced to
writing  and  signed  by  a majority of the members of the Committee shall be as
fully  effective  as  if  it  had been made by a majority vote at a meeting duly
called  and  held.  The  Committee  may  appoint a secretary and shall make such
rules  and  regulations  for  the  conduct  of  its  business  as  it shall deem
advisable.

                     ARTICLE X-INDEMNIFICATION OF COMMITTEE

10.01.  INDEMNIFICATION  OF  COMMITTEE
     In  addition  to  such  other rights of indemnification as they may have as
directors  or as members of the Committee, the members of the Committee shall be
indemnified  by  the  Corporation  against  the  reasonable  expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of  any action, suit or proceeding, or in connection with any appeal therein, to
which  they  or  any  of  them  may  be a party by reason of any action taken or
failure  to  act  under  or  in  connection  with the Plan or any option granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such  settlement  is  approved  by  independent  legal  counsel  selected by the
Corporation)  or  paid by them in satisfaction of a judgment in any such action,
suit  or  proceeding,  except  in  relation  to  matters as to which it shall be
adjudged in such action, suit or proceeding that such Committee member is liable
for  negligence  or misconduct in the performance of his or her duties; provided
that  within  sixty  (60)  days  after  institution  of any such action, suit or
proceeding,  a  Committee  member  shall  in  writing  offer the Corporation the
opportunity,  at  its  own  expense,  to  handle  and  defend  the  same.

                            ARTICLE XI-MISCELLANEOUS

11.01.  TRANSFERABILITY
     Neither payroll deductions credited to an Employee's account nor any rights
with  regard to the exercise of an option or to receive Common Stock or a return
of  payroll  deductions under the Plan may be assigned, transferred, pledged, or
otherwise  disposed  of  in  any  way  other  than  by  the  laws of descent and
distribution,  nor shall be subject to execution, attachment or similar process.
Any such attempted voluntary or involuntary disposition shall be without effect,
except  that the Corporation may treat such act as an election to withdraw funds
in accordance with Sec. 7.01.  During an Employee's lifetime, options granted to
the  Employee  shall  be  exercisable  only  by  the  Employee.


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11.02.  ADJUSTMENT  UPON  CHANGES  IN  CAPITALIZATION
     If,  while  any  options  under  the  Plan are outstanding, the outstanding
shares  of  Common  Stock  have  increased,  decreased,  changed  into,  or been
exchanged  for  a  different  number  or  kind  of  shares  or securities of the
Corporation,  or  of  another  corporation,  through  reorganization,
recapitalization,  reclassification,  merger,  consolidation,  spin-off,  stock
dividend (either in shares of the Corporation's Common Stock or of another class
of  the  Corporation's  stock), stock split, or similar transaction, appropriate
and  proportionate adjustments may be made by the Committee in the number and/or
kind  of  shares  which are subject to purchase under outstanding options and in
the  exercise price applicable to such outstanding options.  In addition, in any
such  event,  the  number  and/or  kind  of  shares  which may be offered in the
Offerings  shall  also  be  proportionately  adjusted.

11.03.  AMENDMENT  AND  TERMINATION


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     The Board shall have complete power and authority to terminate or amend the
Plan;  provided,  however, that the Board shall not, without the approval of the
stockholders of the Corporation, (i) increase the maximum number of shares which
may  be issued under the Plan (except pursuant to Sec. 11.02); or (ii) amend the
requirements  as  to  the  class  of Employees eligible to purchase Common Stock
under  the Plan or permit the members of the Committee or non-employee directors
to  purchase  Common  Stock  under  the  Plan.  No termination, modification, or
amendment  of  the  Plan  may, without the consent of an Employee then having an
option  under  the Plan to purchase Common Stock, adversely affect the rights of
such  Employee  under the option as to payroll deductions previously credited to
the  Employee's  account.  The  Plan shall not be amended more than once every 6
months,  other than to comport with changes in the Code or the rules thereunder.

11.04.  USE  OF  FUNDS
     All  payroll deductions received or held by the Corporation under this Plan
may  be  used  by  the Corporation for any corporate purpose and the Corporation
shall  not  be  obligated  to  segregate  such  payroll  deductions.

11.05.  EFFECTIVE  DATE
     The  Plan  shall become effective as of March 31, 2000, subject to approval
by  the  holders  of a majority of the Common Stock present and represented at a
special  or  annual  meeting of the shareholders held within 12 months after the
Plan  is  adopted  by the Board.  If the Plan is not so approved, the Plan shall
not  become  effective,  and  all  account  balances  under  the  Plan  shall be
distributed  promptly  to  the  contributing  Employees.

11.06.  NO  EMPLOYMENT  RIGHTS
     The  Plan does not, directly or indirectly, create in any Employee or class
of  Employees  any  right  with  respect  to  continuation  of employment by the
Corporation,  and  it  shall  not  be  deemed  to  interfere in any way with the
Corporation's  right to terminate, or otherwise modify, an Employee's employment
at  any  time.

11.07.  GOVERNING  LAW
     The  laws  of  the  State  of Delaware, without regard to conflicts of laws
principles,  shall govern all matters relating to this Plan except to the extent
they  are  superseded  by  federal  law.

11.08.  DESIGNATION  OF  BENEFICIARY
     An  Employee  may  file  a  written  designation of a beneficiary who is to
receive any Common Stock and/or cash credited to the Employee under this Plan in
the  event  of such Employee's death prior to the delivery to him or her of such
Common Stock and/or cash.  Such designation of beneficiary may be changed by the
Employee  at  any  time  by  written notice to the Treasurer of the Corporation.
Upon  the  death  of an Employee and upon receipt of the Corporation of proof of
identity  and  existence  at  the  Employee's  death  of  a  beneficiary validly
designated  by  him  or  her  under the Plan, the Corporation shall deliver such
Common  Stock  and/or cash to such beneficiary.  In the event of the death of an
Employee  and  in the absence of a beneficiary validly designated under the Plan
who  is  living  at  the  time  of  such Employee's death, the Corporation shall
deliver  such  Common  Stock and/or cash to the executor or administrator of the
estate  of  the  Employee,  or  if  no  such  executor or administrator has been
appointed  (to  the  knowledge of the Corporation), the Corporation, in its sole
discretion,  may  deliver  such Common Stock and/or cash to the spouse or to any
one or more dependents or relatives of the Employee, or if no spouse, dependent,
or  relative  is  known  to  the  Corporation,  then to such other person as the
Corporation  may designate.  No designated beneficiary shall, prior to the death
of  the  Employee by whom he or she has been designated, acquire any interest in
the  Common  Stock  or  cash  credited  to  the  Employee  under  this  Plan.


<PAGE>

</TEXT>
</DOCUMENT>
