NBT BANCORP INC
EXHIBIT 10.12
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>14
<FILENAME>exhibit12.txt
<DESCRIPTION>EXHIBIT 10.12
<TEXT>
                                  Exhibit 10.12
      Supplemental Executive Retirement Agreement between NBT Bancorp Inc.
                 and Michael J. Chewens made as of July 23, 2001

<PAGE>


                        SUPPLEMENTAL RETIREMENT AGREEMENT
                             EFFECTIVE JULY 23, 2001



The attached document (NBT Bancorp Inc. Supplemental Executive Retirement Plan,
effective as of July 23, 2001) sets forth the terms of an agreement for the
payment of supplemental retirement income made as of July 23, 2001 between NBT
Bancorp Inc., a Delaware corporation and a registered financial holding company
headquartered at 52 S. Broad Street, Norwich, New York 13815, and Michael J.
Chewens, an individual residing at 2613 Pine Bluff Drive, Vestal, New York
13815. The parties hereby execute this agreement as follows:


NBT BANCORP INC.


By:  /s/ Daryl R. Forsythe                                 Date:  July 23, 2001
Daryl R. Forsythe
Chairman, President and
Chief Executive Officer



/s/ Micheal J. Chewens                                     Date:  July 23, 2001
Michael J. Chewens


<PAGE>


                                    PREAMBLE
This NBT Bancorp Inc. Supplemental Executive Retirement Plan (the "Plan") is
effective as of July 23, 2001. The purpose of the Plan is to permit certain
employees of NBT Bancorp Inc. (the "Company"), its subsidiary, NBT Bank,
National Association (the "Bank") and adopting affiliated employers to receive
supplemental retirement income when such amounts would be due under the benefit
and contribution formulas in the tax-qualified NBT Bancorp Inc. Defined Benefit
Pension Plan and NBT Bancorp Inc. 401(k) and Employee Stock Ownership Plan but
cannot be paid thereunder due to the reductions and other limitations imposed by
Sections 401(a)(17), 401(k)(3), 401(m) and 415 of the Internal Revenue Code of
1986, as amended and to provide such employees' with an aggregate retirement
benefit (taking into consideration amounts paid under such Plans and social
security benefits) commencing following retirement at or after age 62 of not
less than 50% of such employees' final average compensation, subject to the
terms of the Plan. Capitalized terms are defined in Article 1 below.

The Plan is intended to be an unfunded, non-qualified deferred compensation
plan. Neither the Employer, the Committee, nor the individual members of the
Committee shall segregate or otherwise identify specific assets to be applied to
the purposes of the Plan, nor shall any of them be deemed to be a trustee of any
amounts to be paid under the Plan. Any liability of the Employer to any person
with respect to benefits payable under the Plan shall be based solely upon such
contractual obligations, if any, as shall be created by the Plan, and shall give
rise only to a claim against the general assets of the Employer. No such
liability shall be deemed to be secured by any pledge or any other encumbrance
on any specific property of the Employer.

                                    ARTICLE 1

                                   DEFINITIONS


The following words and phrases shall have the meanings hereafter ascribed to
them. Those words and phrases which have limited application are defined in the
respective Articles in which such terms appear.

1.1      "Actuarial Equivalent" shall have the same meaning the term "Actuarial
         Equivalent" has under Section 2.03 of Appendix A to the Basic
         Retirement Plan using the following actuarial assumptions:

                  Mortality:  "Applicable  Mortality  Rate" as such term is
                  defined in Section  2.03c of Appendix A
                  to the Basic Retirement Plan.

                  Interest  Rate:  "Applicable  Interest Rate" as such term is
                  defined in Section 2.09b of Appendix
                  A to the Basic Retirement Plan.

1.2      "Bank" means NBT Bank, National Association or any successor thereto by
         merger, consolidation or otherwise by operation of law.

1.3      "Basic  401(k)/ESOP"  means the NBT Bancorp Inc. 401(k) and Employee
         Stock Ownership Plan, as amended from
         time to time.

1.4      "Basic 401(k)/ESOP Benefit" means the benefit paid to a Participant
         under the Basic 401(k)/ESOP and includes benefits payable upon Normal
         Retirement, Early Retirement, Postponed Retirement, death or
         termination of service.

1.5      "Basic 401(k)/ESOP Surviving Spouse Benefit" means the benefit payable
         to a Participant's surviving spouse under the Basic 401(k)/ESOP upon
         the Participant's death before a distribution of the Participant's
         entire Basic 401(k)/ESOP account balance.

1.6      "Basic  Retirement  Plan" means the NBT Bancorp Inc. Defined Benefit
         Pension Plan, as amended from time to time.

1.7      "Basic Retirement Plan Benefit" means the benefit payable to a
         Participant under the Basic Retirement Plan and includes benefits
         payable upon Normal Retirement, Early Retirement, Postponed Retirement,
         death or termination of service.

1.8      "Basic Retirement Plan Surviving Spouse Benefit" means the benefit
         payable to a Participant's surviving spouse or eligible children under
         the Basic Retirement Plan upon the Participant's death, if any.

1.9      "Beneficiary" means such living person or living persons designated by
         the Participant in accordance with Section 7.5(a) to receive the
         Supplemental Retirement Benefit after his or her death, or his or her
         personal or legal representative, all as herein described and provided.
         If no Beneficiary is designated by the Participant or if no Beneficiary
         survives the Participant, the Beneficiary shall be the Participant's
         estate.

1.10     "Board" means the Board of Directors of the Company, as duly
         constituted from time to time.

1.11     "Cause" means the Participant's (a) conviction of robbery, bribery,
         extortion, embezzlement, fraud, grand larceny, burglary, perjury,
         income tax evasion, misapplication of Employer funds, false statements
         in violation of 18 U.S.C. ss. 1001, or any other felony that is
         punishable by a term of imprisonment of more than one year; (b)
         material breach of his or her duty of loyalty to the Employer; (c) acts
         or omissions in the performance of his or her duties having a material
         adverse effect on the Employer that were not done or omitted to be done
         in good faith or which involved intentional misconduct or a knowing
         violation of law; or (d) any transaction in the performance of his or
         her duties with the Employer from which he or she derived a material
         improper personal benefit.

1.12     "Change in Control" means:

                  (i) A change in control with respect to the Company or the
         Bank of a nature that would be required to be reported in response to
         Item 6(e) of Schedule 14A of Regulation 14A as in effect on the date
         hereof pursuant to the Securities Exchange Act of 1934 (the "Exchange
         Act"); provided that, without limitation, such a change in control
         shall be deemed to have occurred at such time as any person (including
         an individual, corporation, partnership, trust, association, joint
         venture, pool, syndicate, unincorporated organization, joint-stock
         company or similar organization or group acting in concert) hereafter
         becomes the "beneficial owner" (as defined in Rule 13d-3 under the
         Exchange Act), directly or indirectly, of 30 percent or more of the
         combined voting power of the common stock and other voting securities
         of the Company; or

                  (ii) During any period of two consecutive years, individuals
         who at the beginning of such period constitute the Board cease for any
         reason to constitute at least a majority thereof unless the election,
         or the nomination for election by the shareholders of the Company, of
         each new director was approved by a vote of at least two-thirds of the
         directors then still in office who were directors at the beginning of
         the period; or

                  (iii) There shall be consummated (x) any consolidation or
         merger of the Company in which it is not the continuing or surviving
         corporation or pursuant to which voting securities of the Company would
         be converted into cash, securities, or other property, other than a
         merger of the Company in which the holders of its common stock and
         other voting securities immediately before the merger have
         substantially the same proportionate ownership of common stock and
         other voting securities, respectively, of the surviving corporation
         immediately after the merger, or (y) any sale, lease, exchange, or
         other transfer (in one transaction or a series of related transactions)
         of all, or substantially all of the assets of the Company or the Bank,
         provided that any such consolidation, merger, sale, lease, exchange or
         other transfer consummated at the insistence of an appropriate banking
         regulatory agency shall not constitute a change in control; or

                  (iv)     Approval  by  the  shareholders  of  the  Company  of
         any  plan  or  proposal  for  its liquidation or dissolution.

1.13     "Code" means the Internal Revenue Code of 1986, as amended from time
         to time.

1.14     "Committee" means the Plan's administrative committee, as appointed by
         the Board to administer the Plan, as described in Article 10.

1.15     "Company"  means NBT  Bancorp,  Inc. or any  successor  thereto by
         merger,  consolidation  or otherwise by operation of law.

1.16     "Confidential Information" means business methods, creative techniques
         and technical data of the Company, the Bank and their affiliates that
         are deemed by the Company, the Bank or any such affiliate to be and are
         in fact confidential business information of the Company, the Bank or
         its affiliates or are entrusted to the Company, the Bank or its
         affiliates by third parties, and includes, but is not limited to,
         procedures, methods, sales relationships developed while the
         Participant is in the service of the Company, the Bank or their
         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 the Company, the Bank or their
         affiliates, and compositions, ideas, plans, and methods belonging to or
         related to the affairs of the Company, the Bank or their affiliates,
         except for such information as is clearly in the public domain,
         provided, that information that would be generally known or available
         to persons skilled in the Participant's fields shall be considered to
         be "clearly in the public domain" for this purpose.

1.17     "Deferral Credit Account" means the bookkeeping account maintained in
         the name of the Employer, on behalf of each Participant, pursuant to
         Article 5.

1.18     "Determination Date" means the earlier of (i) the date of termination
         of the Participant's employment with the Employer or (ii) the first day
         of the month following the Participant's 65th birthday.

1.19     "Effective Date" means July 23, 2001.

1.20     "Employee" means a person who is an employee of the Employer.

1.21     "Employer" means the Company, the Bank and any subsidiary or affiliated
         corporation of either of them which, with the approval of the Board and
         subject to such conditions as the Board may impose, adopts the Plan,
         and any successor or successors of any of them.

1.22     "Final Average Compensation" shall have the same meaning as the term
         "Final Average Compensation" has under Section 2.27 of Appendix A to
         the Basic Retirement Plan, except that in determining the amount of
         Compensation (as defined in Section 2.14 of Appendix A to the Basic
         Retirement Plan) to be used in calculating Final Average Compensation
         under Section 2.27 of Appendix A to the Basic Retirement Plan,
         Compensation shall not be subject to the compensation limitation of
         section 401(a)(17) of the Code.

1.23     "401(k)/ESOP Benefit" means the deferred compensation 401(k)/ESOP
         Benefit provided to Participants and their beneficiaries in accordance
         with the applicable provisions of the Plan.

1.24     "Full-Time Employee" shall mean an Employee who works not less than
         1,000 hours in a calendar year.

1.25     "Other Retirement Benefits" means the sum of:

         (a)      The annual benefit payable to the Participant from the Basic
                  Retirement Plan; plus

         (b)      The annual Retirement Income Benefit payable to the
                  Participant hereunder; plus

         (c)      The annual amount of any supplemental retirement benefit
                  payable to the Participant by the Employer or any other
                  Employer pursuant to any Supplemental Retirement Agreement
                  with the Participant (other than amounts attributable to
                  elective deferrals of such Participant's compensation); plus

         (d)      The annual benefit that could be provided by (A) Employer
                  contributions (other than elective deferrals) made on the
                  Participant's behalf under the Basic 401(k)/ESOP, and (B)
                  actual earnings on contributions in (A), if such contributions
                  and earnings were converted to a benefit payable at age 62 in
                  the same form as the Supplemental Retirement Benefit, using
                  the same actuarial assumptions as are provided under Section
                  1.1; plus

         (e)      The annual benefit that could be provided by the Participant's
                  Deferral Credit Account, if such Deferral Credit Account were
                  converted to a benefit payable at age 62 in the same form as
                  the Supplemental Retirement Benefit, using the same actuarial
                  assumptions as are provided under Section 1.1.

         The amount of Other Retirement Benefits shall be determined by an
         actuary selected by the Company, with such determination to be made
         without regard to whether the Participant is receiving payment of such
         benefits on the Determination Date. To the extent the Participant
         receives a payment of Other Retirement Benefits described in 1.25(d) or
         (e) prior to the date the Supplemental Retirement Benefit is determined
         pursuant to this Plan, the total of such Other Retirement Benefits
         shall be determined by including and assuming that such amounts earned
         interest at a variable rate equal to the one-year United States
         Treasury bill rate as reported in the New York edition of The Wall
         Street Journal on the Determination Date from the date received to the
         date Other Retirement Benefits are calculated for purposes of this
         Plan.

1.26     "Participant" means an Employee who has been designated by the Employer
         as eligible to participate in the Plan and who becomes a Participant
         pursuant to the provisions of Article 2.

1.27     "Plan" means the NBT Bancorp Inc. Supplemental Executive Retirement
         Plan, as herein set forth, and as it may hereafter be amended from time
         to time.

1.28     "Plan Limitation Provisions" means provisions of the Basic 401(k)/ESOP
         and the Basic Retirement Plan that reduce or restrict an Employee's
         employer-provided benefits under the Basic Retirement Plan and employer
         matching contributions to the Basic 401(k)/ESOP (including Article IX
         and the last sentence of Section 1.12 of the Basic Retirement Plan and
         the next to last paragraph of Section 1.14, the third paragraph of
         Section 1.33 and Sections 4.5, 4.7 and 4.9 of the Basic 401(k)/ESOP, or
         the corresponding provisions of any amendment to such Plans) in order
         to satisfy the limitations imposed by one or more of the following: (i)
         Section 401(a)(17) of the Code, (ii) Section 401(k)(3) of the Code,
         (iii) Section 401(m) of the Code, or (iv) Section 415 of the Code.

1.29     "Plan  Year"  means the  period  from the  Effective  Date
         through  December  31,  2001 and each
         calendar year thereafter within which the Plan is in effect.

1.30     "Present  Value"  means  the  present  value  of a  benefit  determined
         on the  basis  of  the  actuarial assumptions specified in Section 1.1

1.31     "Social Security Benefit" means the Participant's actual social
         security benefit at his or her Social Security Retirement Age.

1.32     "Social Security Retirement Age" shall have the same meaning the term
         "Social Security Retirement Age" has under Section 2.58 of Appendix A
         to the Basic Retirement Plan.

1.33     "Retirement Income Benefit" means the deferred compensation retirement
         income benefit determined pursuant to Article 4.

1.34     "Supplemental Retirement Benefit" means the deferred compensation
         retirement benefit determined pursuant to Article 6.

1.35     "Supplemental Surviving Spouse Benefit" means the survivor death
         benefit payable to a Participant's surviving spouse, pursuant to the
         provisions of Sections 8.1 through 8.3.

1.36     "Year of Service" means a calendar year in which the Participant
         completes not less than 1,000 Hours of Service (as defined in Section
         1.25 of the Basic Retirement Plan) with an Employer.

         Words importing males shall be construed to include females and the
         singular shall be construed to include the plural, and vice versa,
         wherever appropriate.

                                    ARTICLE 2

                          ELIGIBILITY AND PARTICIPATION


2.1      Plan eligibility is limited to a select group of management or highly
         compensated Employees, as designated in writing by the Board, who
         participate in the Basic Retirement Plan, the Basic 401(k)/ESOP or both
         such plans.

         From time to time, the Company may designate one or more Employees who
         participate in the Basic Retirement Plan, the Basic 401(k)/ESOP or both
         such plans as participants in the Plan, from the class of Employees
         participating in the Basic Retirement Plan, the Basic 401(k)/ESOP or
         both such plans who are members of a select group of management
         Employees or are highly compensated Employees. Newly eligible Employees
         shall participate as of the date specified by the Board.

2.2      The Company may, from time to time, remove any Participant from
         participation in the Plan; provided, however, that, subject to Section
         12.4, such removal will not reduce the amount of Retirement Income
         Benefit and 401(k)/ESOP Benefit credited to the Participant under the
         Plan, as determined as of the date of such Participant's removal. A
         Participant so removed shall remain a Participant until all benefits
         are distributed in accordance with the provisions of the Plan.

2.3      The Committee may provide each eligible Employee with appropriate forms
         in connection with participation in the Plan.

                                    ARTICLE 3

                                 RETIREMENT DATE


3.1      A Participant's Retirement Date shall be his or her date of actual
         retirement, which may be his or her Normal, Early, Disability or
         Postponed Retirement Date, whichever is applicable pursuant to the
         following sections of this Article 3.

3.2      A Participant's Normal Retirement Age shall be the 65th anniversary of
         his or her birth. Such Participant's Normal Retirement Date shall be
         the date coinciding with Normal Retirement Date under the Basic
         Retirement Plan.

3.3      A Participant may retire on an Early Retirement Date, which shall be
         the date coinciding with the initial distribution of an early
         retirement benefit under the Basic Retirement Plan.

3.4      A Participant may retire on a Disability Retirement Date, which shall
         be the date coinciding with the initial distribution of a disability
         retirement benefit under the Basic Retirement Plan.

3.5      If a Participant continues in the employment of the Employer beyond
         Normal Retirement Date, the date coinciding with postponed retirement
         under the Basic Retirement Plan shall be the Participant's Postponed
         Retirement Date.

                                    ARTICLE 4

                            RETIREMENT INCOME BENEFIT


4.1      The Retirement Income Benefit payable to an eligible Participant in the
         form of a life annuity with five years certain commencing on his or her
         Normal, Early, Disability or Postponed Retirement Date, as the case may
         be, shall be equal to the excess, if any, of the amount specified in
         (a) over the amount specified in (b), as stated below:

         (a)      the monthly amount of Basic Retirement Plan retirement income
                  payable upon Normal, Early or Postponed Retirement Date, as
                  the case may be, to which the Participant would have been
                  entitled under the Basic Retirement Plan, if such benefit were
                  calculated under the Basic Retirement Plan without giving
                  effect to the limitations and restrictions imposed by the
                  application of Plan Limitation Provisions and any other
                  provisions of the Basic Retirement Plan that are necessary to
                  comply with Code Sections 401(a)(17) and 415, or any successor
                  provisions thereto;

         (b)      the sum of (i) the  monthly  amount of Basic  Retirement  Plan
                  retirement  income  payable  upon Normal,  Early  or
                  Postponed  Retirement  Date,  as the  case may be,  actually
                  payable  to the Participant  under the Basic Retirement  Plan,
                  after the limitations and restrictions  imposed by
                  the  application  of the  Plan  Limitation  Provisions  and
                  any  other  provisions  of the  Basic Retirement  Plan that
                  are  necessary  to comply  with Code  Sections  401(a)(17)
                  and 415, or any successor  provisions  thereto,  plus (ii)
                  the monthly  amount of  retirement  income that is the
                  actuarial  equivalent   (determined  in  accordance  with
                  the  Basic  Retirement  Plan)  of  any supplemental
                  retirement  benefit payable to the  Participant by any
                  Employer upon Normal,  Early or  Postponed  Retirement  Date,
                  as the case may be,  pursuant  to any  Supplemental
                  Retirement Agreement with the Participant.

4.2      With respect to eligible Participants who terminate their employment
         other than on a Retirement Date specified in Article 3, the vested
         Retirement Income Benefit payable in the form of a life annuity with
         five years certain, commencing on the date the Participant is eligible
         for a vested retirement benefit under the Basic Retirement Plan, shall
         be equal to the excess, if any, of the amount specified in (a) over the
         amount specified in (b), as stated below:

         (a)      the monthly amount of Basic Retirement Plan vested retirement
                  income payable upon termination of service to which the
                  Participant would have been entitled under the Basic
                  Retirement Plan, if such benefit were calculated under the
                  Basic Retirement Plan without giving effect to the limitations
                  and restrictions imposed by the application of the Plan
                  Limitation Provisions and any other provisions of the Basic
                  Retirement Plan that are necessary to comply with Code
                  Sections 401(a)(17) and 415, or any successor provisions
                  thereto;

         (b)      the sum of (i) the monthly  amount of Basic  Retirement  Plan
vested  retirement  income  payable upon  termination  of service  actually
payable  to  the  Participant   under  the  Basic  Retirement  Plan,  after  the
limitations and  restrictions  imposed by the application of the Plan Limitation
Provisions  and any  other  provisions  of the  Basic  Retirement  Plan that are
necessary  to comply with Code  Sections  401(a)(17)  and 415, or any  successor
provisions  thereto,  plus (ii) the monthly amount of retirement  income that is
the actuarial  equivalent  (determined in accordance  with the Basic  Retirement
Plan) of any supplemental  retirement  benefit payable to the Participant by any
Employer  following  such  termination of service  pursuant to any  Supplemental
Retirement Agreement with the Participant.

                                    ARTICLE 5

                            SUPPLEMENTAL 401(k)/ESOP
                      BENEFIT AND DEFERRAL CREDIT ACCOUNTS


5.1      The 401(k)/ESOP Benefit under the Plan shall equal the discretionary
         and matching contributions or other Employer-provided benefit to the
         extent provided for under the Basic 401(k)/ESOP (disregarding the
         limitations and restrictions imposed by the application of the Plan
         Limitation Provisions and any other provisions of the Basic 401(k)/ESOP
         that are necessary to comply with Code Sections 401(a)(17), 401(k)(3),
         401(m), and 415, or any successor provisions thereto) for plan years of
         the Basic 401(k)/ESOP ending after the Effective Date, less any such
         amount actually contributed by the Employer to the Basic 401(k)/ESOP
         for such plan years (to the extent permitted by the terms thereof,
         taking into account the limitations and restrictions imposed by the
         application of the Plan Limitation Provisions and any other provisions
         of the Basic 401(k)/ESOP that are necessary to comply with Code
         Sections 401(a)(17), 401(k)(3), 401(m), and 415, or any successor
         provisions thereto), adjusted for income, gains and losses based on
         deemed investments, pursuant to Section 5.4 below. For purposes of this
         Section 5.1, it shall be assumed that the Participant has made Basic
         401(k)/ESOP contributions, on a before-tax or after-tax basis, as are
         necessary to qualify for the maximum Employer provided benefit
         available under the Basic 401(k)/ESOP to similarly situated Basic
         401(k)/ESOP Participants who are not affected by such restrictions and
         limitations.

5.2      The 401(k)/ESOP Benefit under the Plan shall be accounted for by the
         Employer under a Deferral Credit Account, maintained in the name of the
         Employer, on behalf of each Participant.

5.3      Each Deferral Credit Account maintained by the Employer shall be
         credited with units on behalf of each Participant, as appropriate in
         accordance with the 401(k)/ESOP Benefit, as soon as administratively
         practicable, but in no event later than March 15 of the Plan Year
         following the Plan Year in which Basic 401(k)/ESOP contributions on
         behalf of the Participant were limited or restricted.

5.4      The 401(k)/ESOP Benefit credited annually to each Participant's
         Deferral Credit Account under the Plan shall be deemed to be invested
         on a time weighted basis, based upon the crediting of the Deferral
         Credit Account under Section 5.3 above, as if such amounts had been
         invested in the same manner as the investment of the corresponding
         amounts pursuant to the Basic 401(k)/ESOP, and such Account shall be
         credited with income and gains, and charged with losses, as if such
         investments had actually been made.

                                    ARTICLE 6

                         SUPPLEMENTAL RETIREMENT BENEFIT


6.1      If an eligible Participant shall remain employed by the Employer until
         reaching his or her 62nd birthday, serving as a Full-Time Employee
         until such date, and subject to the other terms and conditions of this
         Plan, the Company shall pay such Participant an annual "Supplemental
         Retirement Benefit" determined as follows:

         (a)      the Participant shall be entitled to a Supplemental Retirement
                  Benefit on and after his or her 62nd birthday but before his
                  or her Social Security Retirement Age in an amount equal to
                  the excess, if any, of (1) 50 percent of the Participant's
                  Final Average Compensation, over (2) the Participant's Other
                  Retirement Benefits, determined as of the Determination Date.

         (b)      the Participant shall be entitled to a Supplemental Retirement
                  Benefit on and after his or her Social Security Retirement Age
                  in an amount equal to the excess, if any, of (1) 50 percent of
                  the Participant's Final Average Compensation, over (2) the sum
                  of (aa) the Participant's Other Retirement Benefits,
                  determined as of the Determination Date, plus (bb) the
                  Participant's Social Security Benefit.

6.2      If an eligible Participant shall remain employed by the Employer until
         reaching his or her 60th birthday, serving as a Full-Time Employee
         until such date and he or she continues to serve as a Full-Time
         Employee until the date of his or her retirement, and he or she retires
         then or thereafter but before reaching his or her 62nd birthday, and
         subject to the other terms and conditions of this Plan, the Company
         shall pay such Participant after the date of his or her retirement,
         pursuant to Section 7.4(b), or to his or her spouse or other
         Beneficiary, pursuant and subject to Section 8.6(c) if he or she has
         died before his or her 62nd birthday, a reduced early Supplemental
         Retirement Benefit calculated in accordance with the following
         schedule:

         (a)      if the date of the Participant's retirement shall be on or
                  after his or her 60th birthday but before his or her 61st
                  birthday, the Company shall pay such Participant 60% of the
                  Supplemental Retirement Benefit calculated in accordance with
                  Section 6.1; and

         (b)      if the date of the Participant's retirement shall be on or
                  after his or her 61st birthday but before his or her 62nd
                  birthday, the Company shall pay such Participant 70% of the
                  Supplemental Retirement Benefit so calculated.

                                    ARTICLE 7

                          MODES OF BENEFIT PAYMENT AND
                               VESTING OF BENEFITS


7.1      Except as otherwise provided in the following paragraph, any Retirement
         Income Benefit and 401(k)/ESOP Benefit payable under the Plan to a
         Participant, beneficiary, joint or contingent annuitant or eligible
         child, shall be payable in the modes provided by, and subject to the
         provisions of, the Basic Retirement Plan and Basic 401(k)/ESOP,
         respectively, as the case may be. Any Retirement Income Benefit paid
         from the Plan in a form other than a life annuity shall be the
         actuarial equivalent of a life annuity, utilizing the actuarial
         equivalent factors set forth in the Basic Retirement Plan and applied
         to obtain the optional mode of payment thereunder.

         The Committee, in its sole discretion and consistent with the best
         interests of the Employer may distribute any Retirement Income Benefit
         and 401(k)/ESOP Benefit payable under the Plan to a Participant,
         beneficiary, joint or contingent annuitant, or eligible child, as a
         single lump sum benefit, using, in the case of a Retirement Income
         Benefit, the actuarial equivalent factors set forth in the Basic
         Retirement Plan for lump-sum cashouts. In exercising its discretion
         hereunder, the Committee shall not be bound by any request by a
         Participant, beneficiary, joint or contingent annuitant, or eligible
         child, to receive any Retirement Income Benefit and 401(k)/ESOP Benefit
         payable under the Plan as a single lump-sum benefit.

7.2      Except with respect to receipt of a lump sum benefit under Section 7.1,
         any elections for an optional mode of benefit payment made by a
         Participant under the Basic Retirement Plan and the Basic 401(k)/ESOP,
         shall also be effective with respect to any Retirement Income Benefit
         and 401(k)/ESOP Benefit, as the case may be, payable under the Plan to
         a Participant, beneficiary, joint or contingent annuitant, or eligible
         child.

7.3      Except with respect to receipt of a lump sum benefit under Section 7.1,
         payment of any Retirement Income Benefit and 401(k)/ESOP Benefit under
         the Plan shall commence on the same date as payment of a Basic
         Retirement Plan and 401(k)/ESOP Plan distribution payable to a
         Participant or beneficiary, and shall terminate on the date of last
         payment of Basic Retirement Plan and 401(k)/ESOP Plan distribution, as
         the case may be.

7.4      The Supplemental Retirement Benefit shall be paid:

         (a)      except as provided in Section 7.4(b) (early retirement) and
                  Section 8.6 (death), commencing on the first day of the month
                  following the later of the Participant's retirement or his or
                  her attainment of age 62; or

         (b)      commencing on the first day of the month following the
                  Participant's Determination Date in connection with early
                  retirement after reaching age 60 and prior to the date of his
                  or her 62nd birthday.

7.5      The Supplemental Retirement Benefit shall be paid in the form specified
         below:

         (a)      The  Supplemental  Retirement  Benefit  shall be paid as a
straight  life   annuity,   payable  in  monthly   installments,   for  the
Participant's life; provided,  however, that if the Participant has no surviving
spouse and dies  before  having  received  60  monthly  payments,  such  monthly
payments shall be continued to his or her Beneficiary  until the total number of
monthly  payments  to the  Participant  and  his or her  Beneficiary  equal  60,
whereupon  all  payments  shall cease and the  Company's  obligation  to pay the
Supplemental  Retirement  Benefit  under  shall be  deemed  to have  been  fully
discharged.  If the  Participant  and his or her  Beneficiary  shall die  before
having received a total of 60 monthly payments, an amount equal to the Actuarial
Equivalent of the balance of such monthly payments shall be paid in a single sum
to the estate of the survivor of the Participant and his or her Beneficiary.  If
Supplemental  Retirement  Benefits  are  payable in the form  described  in this
Section  7.5(a),  the  Participant  shall  designate  in writing,  as his or her
Beneficiary, any person or persons, primarily,  contingently or successively, to
whom the Company  shall pay benefits  following the  Participant's  death if the
Participant's death occurs before 60 monthly payments have been made.

         (b)      Notwithstanding the form of payment described in Section
                  7.5(a), if the Participant is married on the date payment of
                  the Supplemental Retirement Benefit commences, the benefit
                  shall be paid as a 50% joint and survivor annuity with the
                  Participant's spouse as the Beneficiary. The 50% joint and
                  survivor annuity shall be the Actuarial Equivalent of the
                  benefit described in Section 7.5(a). If the Supplemental
                  Retirement Benefit is payable pursuant to this Section 7.5(a),
                  but the Participant's spouse fails to survive him or her, no
                  payments of the Supplement Retirement Benefit will be made
                  following the Participant's death.

         (c)      Notwithstanding the foregoing provisions of this Section 7.5,
                  the Company, in its sole discretion, may accelerate the
                  payment of all or any portion of the Supplemental Retirement
                  Benefit or the reduced early Supplemental Retirement Benefit
                  at any time. Any payment accelerated in accordance with this
                  Section 7.5(c) shall be the Actuarial Equivalent of the
                  payment being accelerated.

7.6      Subject to Section 12.4, each  Participant  shall have a 100 percent
         vested and  non-forfeitable  right to benefits under the Plan.

                                    ARTICLE 8

                                 DEATH BENEFITS


8.1      Upon the death of: (i) a Participant who has not terminated from
         employment before Retirement Date as defined in Section 3.1, or (ii) a
         Participant who retires on a Retirement Date as defined in Section 3.1
         and dies before the complete distribution of Basic Retirement Plan
         Benefit and Basic 401(k)/ESOP Benefit, as the case may be, benefits
         shall be payable as set forth in Sections 8.2, 8.3 and 8.4.

8.2      With respect to any Retirement Income Benefit, if a Basic Retirement
         Plan pre-retirement survivor annuity or post retirement survivor
         annuity, as the case may be, is payable to a Participant's surviving
         spouse or eligible children, if applicable, a supplemental
         pre-retirement survivor annuity or post retirement survivor annuity, as
         the case may be, shall be payable to the surviving spouse or eligible
         children, if applicable, under the Plan. The monthly amount of the
         Supplemental Surviving Spouse Benefit pre-retirement survivor annuity
         or post retirement survivor annuity, as the case may be, payable to a
         surviving spouse or eligible children, if applicable, shall be equal to
         the excess, if any, of the amount specified in (a) over the amount
         specified in (b), as stated below:

         (a)      the monthly amount of Basic Retirement Plan pre-retirement
                  survivor annuity or post retirement survivor annuity, as the
                  case may be, to which the surviving spouse or eligible
                  children, if applicable, would have been entitled under the
                  Basic Retirement Plan, if such benefit were calculated under
                  the Basic Retirement Plan without giving effect to the
                  limitations and restrictions imposed by the Plan Limitation
                  Provisions and any other provisions of the Basic Retirement
                  Plan that are necessary to comply with Code Sections
                  401(a)(17) and 415, or any successor provisions thereto;

         (b)      (i) the  monthly  amount  of  Basic  Retirement  Plan
pre-retirement survivor annuity or post retirement survivor annuity, as the
case may be, actually payable to the surviving spouse or eligible children,
if applicable, under the Basic Retirement Plan, after the limitations imposed by
the  application of Plan Limitation  Provisions and any other  provisions of the
Basic Retirement Plan that are necessary to comply with Code Sections 401(a)(17)
and 415, or any successor  provisions  thereto plus (ii) the monthly amount that
is the actuarial equivalent  (determined in accordance with the Basic Retirement
Plan) of any supplemental  retirement benefit payable to the surviving spouse or
eligible  children,  if applicable,  by any Employer following the Participant's
death pursuant to any Supplemental Retirement Agreement with the Participant.

8.3      The Retirement Income Benefit supplemental pre-retirement survivor
         annuity or post retirement survivor annuity shall be payable over the
         lifetime of the surviving spouse, or to eligible children to the extent
         provided in the Basic Retirement Plan, in monthly installments
         commencing on the same date as payment of the Basic Retirement Plan
         pre-retirement survivor annuity or post retirement survivor annuity, as
         the case may be, and shall terminate on the date of the last payment of
         the Basic Retirement Plan pre-retirement survivor annuity or post
         retirement survivor annuity, as the case may be.

8.4      With respect to any 401(k)/ESOP Benefit, all amounts credited to the
         Participant's Deferral Credit Account shall be payable in a single lump
         sum to the Participant's surviving spouse, if any, as a Supplemental
         Surviving Spouse Benefit, unless an optional mode has been elected
         pursuant to Article 7.

8.5      Upon the death of a Participant under the circumstances set forth in
         clauses (i) and (ii) of Section 8.1, if no Basic Retirement Plan
         Surviving Spouse Benefit, or Basic 401(k)/ESOP Surviving Spouse
         Benefit, as the case may be, is payable, (a) no further Retirement
         Income Benefit shall be payable, unless an optional mode has been
         elected pursuant to Article 7, and (b) all amounts credited to the
         Participant's Deferral Credit Account shall be payable to the
         Participant's designated beneficiary in a single lump sum, unless an
         optional mode has been elected pursuant to Article 7.

8.6      The following provisions shall apply with respect to payment of the
         Supplemental Retirement Benefit after the death of a Participant:

         (a)      Except as provided in Section 8.6(b), if a Participant shall
                  die before his or her 62nd birthday, no Supplemental
                  Retirement Benefit shall be payable.

         (b)      If a  Participant  shall die on or after his or her 60th
birthday,  after he or she has  retired but before  payment of any  Supplemental
Retirement  Benefit has commenced,  the Participant's  surviving spouse, if any,
shall  be paid  as a  straight  life  annuity  50  percent  of the  Supplemental
Retirement  Benefit  for  her  life  commencing  within  30 days  following  the
Participant's  death.  Such  payments  shall  be made in  monthly  installments,
subject  to the  right  of the  Company  to  accelerate  payment  at any time in
accordance with Section 7.5(c).  However,  if such Participant is not married at
the  time  of his or her  death,  the  Company  shall  pay to the  Participant's
Beneficiary  a lump sum benefit  equal to 50 percent of the Present Value of the
Participant's Supplemental Retirement Benefit.

         (c)      Except as provided in Section 8.6(b), no Supplemental
                  Retirement Benefit shall be payable if the Participant dies
                  before payment of any Supplement Retirement Benefit has begun
                  without having a spouse who survives him or her.

         (d)      If a Participant dies after payment of a Supplemental
                  Retirement Benefit has commenced, the amount, if any, of the
                  Supplemental Retirement Benefit payable to the Participant's
                  surviving spouse or other Beneficiary shall be determined
                  pursuant to the applicable provisions of Section 7.5.

                                    ARTICLE 9

                                  UNFUNDED PLAN


9.1      The Plan shall be administered as an unfunded plan and is not intended
         to meet the qualification requirements of Sections 401(a) and 401(k) of
         the Code. No Participant or beneficiary shall be entitled to receive
         any payment or benefits under the Plan from the qualified trust
         maintained in connection with the Basic Retirement Plan and Basic
         401(k)/ESOP.

9.2      The Employer shall have the right to establish a reserve, establish a
         grantor trust or make any investment for the purposes of satisfying its
         obligation hereunder for payment of benefits, including, but not
         limited to, investments in one or more registered investment companies
         under the Investment Company Act of 1940, as amended, to the extent
         permitted by applicable banking or other law; provided, however, that
         no Participant or beneficiary shall have any interest in such
         investment, trust, or reserve.

9.3      To the extent that any Participant or beneficiary acquires a right to
         receive benefits under the Plan, such rights shall be no greater than
         those rights which guarantee to the Participant or beneficiary the
         strongest claim to such benefits, without resulting in the
         Participant's or beneficiary's constructive receipt of such benefits.

9.4      With respect to any 401(k)/ESOP Benefit, 100% of the Participant's
         Deferral Credit Account shall be deemed to be invested as provided in
         Section 5.4 above. A Participant's Deferral Credit Account may not be
         encumbered or assigned by a Participant or any beneficiary.

9.5      A Participant or beneficiary with a Retirement Income Benefit, the
         401(k)/ESOP Benefit or both such Benefits under the Plan shall be an
         unsecured creditor of the Employer as to any benefit payable under the
         Plan.

9.6      Not later than the closing of any transaction that would constitute a
         Change of Control, the Employer shall transfer to an independent
         corporate trustee of a grantor trust within the meaning of section 671
         of the Code that satisfies the applicable requirements of Revenue
         Procedure 92-64 or any successor thereto an amount sufficient to cover
         all potential liabilities under this Plan.

                                   ARTICLE 10

                                 ADMINISTRATION


10.1     Except for the functions reserved to the Company or the Board, the
         administration of the Plan shall be the responsibility of the
         Committee. The Committee shall consist of three or more persons
         designated by the Company. Members of the Committee shall serve for
         such terms as the Company shall determine and until their successors
         are designated and qualified. Any member of the Committee may resign
         upon at least 60 days written notice to the Company, or may be removed
         from office by the Company at any time, with or without notice.

10.2     The Committee shall hold meetings upon notice at such times and places
         as it may determine. Notice shall not be required if waived in writing.
         Any action of the Committee shall be taken pursuant to a majority vote
         at a meeting, or pursuant to the written consent of a majority of its
         members without a meeting, and such action shall constitute the action
         of the Committee and shall be binding in the same manner as if all
         members of the Committee had joined therein. A majority of the members
         of the Committee shall constitute a quorum. No member of the Committee
         shall note or be counted for quorum purposes on any matter relating
         solely to himself or herself or his or her rights under the Plan. The
         Committee shall record minutes of any actions taken at its meetings or
         of any other official action of the Committee. Any person dealing with
         the Committee shall be fully protected in relying upon any written
         notice, instruction, direction or other communication signed by the
         Secretary of the Committee or by any of the members of the Committee or
         by a representative of the Committee authorized by the Committee to
         sign the same in its behalf.

10.3     The Committee shall have the power and the duty to take all actions and
         to make all decisions necessary or proper to carry out the Plan. The
         determination of the Committee as to any question involving the Plan
         shall be final, conclusive and binding. Any discretionary actions to be
         taken under the Plan by the Committee shall be uniform in their nature
         and applicable to all persons similarly situated. Without limiting the
         generality of the foregoing, the Committee shall have the following
         powers and duties:

         (a)      the duty to furnish to all Participants, upon
                  request, copies of the Plan;

         (b)      the power to require  any person to furnish  such  information
                  as it may request for the purpose of the proper administration
                  of the Plan as a condition  to receiving  any  benefits  under
                  the Plan;

         (c)      the power to make and enforce such rules and  regulations  and
                  prescribe the use of such forms as it shall deem necessary for
                  the efficient administration of the Plan;

         (d)      the power to interpret  the Plan,  and to resolve ambiguities,
                  inconsistencies  and  omissions,
                  which findings shall be binding, final and conclusive;

         (e)      the power to decide on questions  concerning  the Plan in
                  accordance  with the  provisions of the Plan;

         (f)      the power to determine the amount of benefits which shall be
                  payable to any person in accordance with the provisions of the
                  Plan and to provide a full and fair review to any Participant
                  whose claim for benefits has been denied in whole or in part;

         (g)      the power to designate a person who may or may not be a member
                  of the Committee as Plan "Administrator" for purposes of the
                  Employee Retirement Income Security Act of 1974 (ERISA); if
                  the Committee does not so designate an Administrator, the
                  Committee shall be the Plan Administrator;

         (h)      the  power  to  allocate  any such  powers  and  duties  to or
                  among  individual  members  of the Committee; and

         (i)      the power to designate persons other than Committee members to
                  carry out any duty or power which would otherwise be a
                  responsibility of the Committee or Administrator, under the
                  terms of the Plan.

10.4     To the extent permitted by law, the Committee and any person to whom it
         may delegate any duty or power in connection with administering the
         Plan, the Company, any Employer, and the officers and directors
         thereof, shall be entitled to rely conclusively upon, and shall be
         fully protected in any action taken or suffered by them in good faith
         in the reliance upon, any actuary, counsel, accountant, other
         specialist, or other person selected by the Committee, or in reliance
         upon any tables, valuations, certificates, opinions or reports which
         shall be furnished by any of them. Further, to the extent permitted by
         law, no member of the Committee, nor the Company, any Employer, nor the
         officers or directors thereof, shall be liable for any neglect,
         omission or wrongdoing of any other members of the Committee, agent,
         officer or employee of the Company or any Employer. Any person claiming
         benefits under the Plan shall look solely to the Employer for redress.

10.5     All expenses incurred before the termination of the Plan that shall
         arise in connection with the administration of the Plan (including, but
         not limited to administrative expenses, proper charges and
         disbursements, compensation and other expenses and charges of any
         actuary, counsel, accountant, specialist, or other person who shall be
         employed by the Committee in connection with the administration of the
         Plan), shall be paid by the Employer.

                                   ARTICLE 11

                            AMENDMENT OR TERMINATION


11.1     The Board shall have the power to suspend or terminate the Plan in
         whole or in part at any time, and from time to time to extend, modify,
         amend or revise the Plan in such respects as the Board, by resolution,
         may deem advisable; provided, however, that no such extension,
         modification, amendment, revision, or termination shall deprive a
         Participant or any beneficiary of any benefit accrued under the Plan.

11.2     In the event of a termination or partial termination of the Plan, the
         rights of all affected parties, if any, to benefits accrued to the date
         of such termination or partial termination, shall become nonforfeitable
         to the same extent that such rights would be nonforfeitable if such
         benefits were provided under the Basic Retirement Plan or the Basic
         401(k)/ESOP and such plans were terminated on such date.

11.3     No amendment of the Plan shall reduce the vested and accrued benefits,
         if any, of a Participant under this Plan, except to the extent that
         such a reduction would be permitted if such benefits were provided
         under the Basic Retirement Plan or the Basic 401(k)/ESOP.

11.4     In the event of the termination or partial termination of the Plan: (a)
         the Company shall pay in one lump sum to affected Participants or their
         beneficiaries the 401(k)/ESOP Benefit, if any, to which they are
         entitled, as if such Participants' termination of service had occurred
         on the date the Plan is terminated, and (b) the Retirement Income
         Benefit and Supplemental Retirement Benefit, if any, to which they are
         entitled shall continue to be payable.

                                   ARTICLE 12

                               GENERAL PROVISIONS


12.1     The Plan shall not be deemed to constitute an employment contract
         between the Employer and any Employee or other person, whether or not
         in the employ of the Employer, nor shall anything herein contained be
         deemed to give any Employee or other person, whether or not in the
         employ of the Employer, any right to be retained in the employ of the
         Employer, or to interfere with the right of the Employer to discharge
         any Employee at any time and to treat such Employee without any regard
         to the effect which such treatment might have upon such Employee as a
         Participant of the Plan.

12.2     Except as provided in Section 12.4, or as may otherwise be required by
         law, no distribution or payment under the Plan to any Participant or
         beneficiary shall be subject in any manner to anticipation, alienation,
         sale, transfer, assignment, pledge, encumbrance or charge, whether
         voluntary or involuntary, and any attempt to so anticipate, alienate,
         sell, transfer, assign, pledge, encumber or charge the same shall be
         void; nor shall any such distribution or payment be in any way liable
         for or subject to the debts, contracts, liabilities, engagements or
         torts of any person entitled to such distribution or payment. If any
         Participant or beneficiary is adjudicated bankrupt or purports to
         anticipate, alienate, sell, transfer, assign, pledge, encumber or
         charge any such distribution or payment, voluntarily or involuntarily,
         the Committee, in its sole discretion, may cancel such distribution or
         payment or may hold or cause to be held or applied such distribution or
         payment, or any part thereof, to or for the benefit of such Participant
         or beneficiary, in such manner as the Committee shall direct.

12.3     If the Employer determines that any person entitled to payments under
         the Plan is incompetent by reason of physical or mental disability, it
         may cause all payments thereafter becoming due to such person to be
         made to any other person for his or her benefit, without responsibility
         to follow application of amounts so paid. Payments made pursuant to
         this provision shall completely discharge the Plan, the Employer and
         the Committee.

12.4     Notwithstanding any other provision of this Plan:

         (a)      if the Employer determines that Cause exists for the
                  termination of the Participant's employment, the Participant
                  and his or her spouse and beneficiaries shall forfeit all
                  rights to any payments under this Plan;

         (b)      if a Participant separates from service before having
                  completed five Years of Service with any Employer, no
                  Supplemental Retirement Benefit shall be payable hereunder;

         (c)      no  amounts  shall  be  payable   hereunder  to  the
                  Participant  and  his  or  her  spouse  and
                  beneficiaries:

                           (i) following any breach by the Participant of any
                           provision of any employment or other written
                           agreement with the Company, the Bank or any other
                           Employer with respect to confidentiality,
                           non-competition, non-interference with, or
                           non-solicitation of, employees, customers, suppliers
                           or agents or similar matters, provided that no Change
                           in Control shall have occurred before such breach;

                           (ii) if, without the prior written consent of the
                           Company, the Participant discloses or divulges to any
                           third party, except as may be required by his or her
                           duties, by law, regulation, or order of a court or
                           government authority, or as directed by the Company,
                           or uses to the detriment of the Company or its
                           affiliates or in any business or on behalf of any
                           business competitive with or substantially similar to
                           any business of the Company or the Bank or their
                           affiliates, any Confidential Information obtained
                           during the course of his or her employment by the
                           Company, the Bank or any affiliate of any of either
                           of them, provided that this Section 12.4(c)(ii) shall
                           not be construed as restricting the Participant from
                           disclosing such information to the employees of the
                           Company or the Bank or their affiliates;

                           (iii) if while the Participant is employed by the
                           Company, the Bank, any Employer or any affiliate of
                           any of them or within two years after any termination
                           of such employment other than in anticipation of or
                           following a Change in Control, the Participant (A)
                           interferes with the relationship of the Company, the
                           Bank or their affiliates with any of their employees,
                           suppliers, agents, or representatives (including,
                           without limitation, causing or helping another
                           business to hire any employee of the Company, the
                           Bank or their affiliates), or (B) directly or
                           indirectly diverts or attempts to divert from the
                           Company, the Bank or their affiliates any business in
                           which any of them has been actively engaged during
                           the period of such employment, or interferes with the
                           relationship of the Company, the Bank or their
                           affiliates with any of their customers or prospective
                           customers, provided, that this Section 12.4(c)(iii)
                           shall not, in and of itself, prohibit the Participant
                           from engaging in the banking, trust, or financial
                           services business in any capacity, including that of
                           an owner or employee; and

         (d)      if any  particular  provision  of this  section  12.4  shall
be adjudicated to be invalid or  unenforceable,  such provision  shall be deemed
amended  to  delete  from  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 this section 12.4
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 the Company, the Bank and
their  affiliates,  to the fullest  extent  permitted  by  applicable  law,  the
benefits intended by this section 12.4.

12.5     The Employer shall be the sole source of benefits under the Plan, and
         each Employee, Participant, beneficiary, or any other person who shall
         claim the right to any payment or benefit under the Plan shall be
         entitled to look solely to the Employer for payment of benefits.

12.6     If the Employer is unable to make payment to any Participant,
         beneficiary, or any other person to whom a payment is due under the
         Plan, because it cannot ascertain the identity or whereabouts of such
         Participant, beneficiary, or other person after reasonable efforts have
         been made to identify or locate such person (including a notice of the
         payment so due mailed to the last known address of such Participant,
         beneficiary, or other person shown on the records of the Employer),
         such payment and all subsequent payments otherwise due to such
         Participant, beneficiary or other person shall be forfeited 24 months
         alter the date such payment first became due; provided, however, that
         such payment and any subsequent payments shall be reinstated,
         retroactively, no later than 60 days after the date on which the
         Participant, beneficiary, or other person shall make application
         therefor. Neither the Company, the Committee nor any other person shall
         have any duty or obligation under the Plan to make any effort to locate
         or identify any person entitled to benefits under the Plan, other than
         to mail a notice to such person's last known mailing address.

12.7     If upon the payment of any benefits under the Plan, the Employer shall
         be required to withhold any amounts with respect to such payment by
         reason of any federal, state or local tax laws, rules or regulations,
         then the Employer shall be entitled to deduct and withhold such amounts
         from any such payments. In any event, such person shall make available
         to the Employer, promptly when requested by the Employer, sufficient
         funds or other property to meet the requirements of such withholding.
         Furthermore, at any time the Employer shall be obligated to withhold
         taxes, the Employer shall be entitled to take and authorize such steps
         as it may deem advisable in order to have the amounts required to be
         withheld made available to the Employer out of any funds or property
         due to become due to such person, whether under the Plan or otherwise.

12.8     The Committee, in its discretion, may increase or decrease the amount
         of any benefit payable hereunder if and to the extent that it
         determines, in good faith, that an increase is necessary in order to
         avoid the omission of a benefit intended to be payable under this Plan
         or that a decrease is necessary in order to avoid a duplication of the
         benefits intended to be payable under this Plan.

12.9     The provisions of the Plan shall be construed, administered and
         governed under applicable federal laws and the laws of the State of New
         York. In applying the laws of the State of New York, no effect shall be
         given to conflict of laws principles that would cause the laws of
         another jurisdiction to apply.



<PAGE>







                                NBT BANCORP INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                         (Effective as of July 23, 2001)




<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                                               Page

<S>                                                                                                            <C>
Preamble.......................................................................................................1
Article 1 - Definitions........................................................................................1
Article 2 - Eligibility and Participation......................................................................6
Article 3 - Retirement Date....................................................................................7
Article 4 - Retirement Income Benefit..........................................................................7
Article 5 - Supplemental 401(k)/ESOP Benefit and Deferral Credit Accounts .....................................9

Article 6 - Supplemental Retirement Benefit....................................................................10
Article 7 - Modes of Benefit Payment and Vesting of Benefits...................................................11
Article 8 - Death Benefits ....................................................................................12
Article 9 - Unfunded Plan .....................................................................................14
Article 10 - Administration ...................................................................................15
Article 11 - Amendment or Termination .........................................................................17
Article 12 - General Provisions................................................................................18
</TABLE>




</TEXT>
</DOCUMENT>
