AUTOMATIC DIVIDEND REINVESTMENT AND

STOCK PURCHASE PLAN

AS AMENDED THROUGH OCTOBER 22, 2007

1.Definitions. The following terms shall have the following meanings:

  1. The “Agent” shall mean the licensed broker or a financial institution selected by the Plan Administrator pursuant to, and having the rights and duties set forth in, Section 3 of the Plan.
  2. The “Company” shall mean NBT Bancorp Inc. The “Board of Directors” shall mean the Company's Board.
  3. The “Common Stock” shall mean the Company's Common Stock, par value $0.01 per share.
  4. “Dividend Payment Date” shall have the meaning set forth in Section 7.
  5. The “Effective Date” shall mean the first date on which a Plan Description is approved by the Board of Directors of the Company.
  6. A “Participant” shall mean a stockholder of the Company or any other person who is a resident of the United States who enrolls in the Plan.
  7. The “Plan” shall mean this Automatic Dividend Reinvestment and Stock Purchase Plan, as amended.
  8. The “Plan Administrator” shall mean the entity designated by the Company, from time to time, to administer the Plan, as set forth in Section 3 of the Plan.
  9. The “Preferred Stock” shall mean the Company’s preferred stock, par value $0.01 per share.
  10. “Purchase Date” shall have the meaning set forth in Section 9.
  11. “Transfer Date” shall mean the date on which the Plan Administrator transfers dividends and voluntary cash payments to the Agent or the Company, which shall be as soon as practicable after each Dividend Payment Date or, with respect to voluntary cash payments, the 15th of each month.

2.The Purpose of the Plan. The purpose of the Plan is to provide Company stockholders with a simple and convenient method of investing cash dividends and making voluntary cash payments in shares of Common Stock without payment of most transaction fees.

3.Plan Administrator.

  1. The Plan Administrator shall be selected by the Board of Directors (or a proper committee of the Board) and shall administer the Plan for the benefit of the Participants. The Plan Administrator shall (i) receive the Participants’ dividends and voluntary cash payments, (ii) at the direction of the Company either transfer such amounts as soon as practicable after the Transfer Date to the Agent for the purchase of shares of Common Stock for the Plan, and (iii) keep records, send statements of account to Participants, and perform other duties consistent with such responsibilities, all in accordance with the provisions of the Plan. Subject to Section 11(a), shares of Common Stock purchased under the Plan shall be registered in the name of the Plan Administrator or the Plan Administrator’s nominee and shall be held by the Plan Administrator for the account of the Participants.
  2. The Plan Administrator shall have the right to resign its position on forty-five (45) days’ prior written notice to the Company, in which event the Board of Directors (or a proper committee of the Board) will appoint another Plan Administrator. The Company shall have the right to change the Plan Administrator at any time upon reasonable notice to the Plan Administrator. The Company shall give all Participants written notice of any change in the identity of the Plan Administrator.
  3. The Company and its subsidiaries shall be eligible to serve as the Plan Administrator.

4.Agent. The Agent shall be selected by the Plan Administrator and shall be a licensed broker or a financial institution that shall be independent of and not affiliated with the Company or any of the Company’s subsidiaries. The Agent shall receive Participants’ dividends and voluntary cash payments from the Plan Administrator and shall apply such amounts to the purchase of additional shares of Common Stock in open market transactions or in negotiated transactions, with all purchases being of such terms as to price, delivery and otherwise as the Agent may determine. The Agent will return all shares of Common Stock purchased for the Plan to the Plan Administrator within thirty (30) days after the Transfer Dates. The Agent shall also sell shares of Common Stock credited to Participants’ accounts in accordance with Section 12.

5.Eligibility. All record owners of the Common Stock and/or Preferred Stock and new investors who are residents of the United States shall be eligible to participate in the Plan. A Participant may participate with respect to all or any part of the shares of Common Stock and/or Preferred Stock owned of record by such Participant.

6.Enrollment. Holders of the Common Stock and/or Preferred Stock shall be entitled to enroll in the Plan by executing a prescribed authorization card and returning the card to the Plan Administrator. The form of the authorization card shall be determined by the Plan Administrator, subject to the approval of the Chairman of the Board and the President of the Company. New investors who are not current holders of the Common Stock and/or Preferred Stock can enroll in the Plan by executing a new investor enrollment form and returning the form to the Plan Administrator, along with an initial investment check for no less than $25.00, but no more than $100,000, payable to the Plan Administrator. The form of the new investor enrollment form shall be determined by the Plan Administrator, subject to the approval of the Chairman of the Board and the President of the Company.

7.Automatic Reinvestment of Dividends and Voluntary Cash Payments. On such dates as the Company shall pay dividends on the Common Stock and/or Preferred Stock (“Dividend Payment Dates”), the Company shall pay to the Plan Administrator the aggregate amount of dividends payable with respect to shares of Common Stock and Preferred Stock that are subject to the Plan (i.e., the shares owned of record and elected to be enrolled in the Plan by Participants and all shares held by the Plan Administrator for the account of Participants) on the applicable record date for such dividends. The Plan Administrator shall credit such dividends to the accounts of the respective participants (on the basis of each Participant’s shares subject to the Plan on such record date). On each Transfer Date or as soon thereafter as practicable, the Plan Administrator will transfer such dividends, if any, and the aggregate amount of voluntary cash payments held by the Plan Administrator to the Agent for the purchase of additional shares of Common Stock for use in the Plan. The number of shares of Common Stock purchased for each Participant with reinvested dividends and voluntary cash payments shall be computed (to three decimal places) by dividing (a) the dividend and voluntary cash payments credited to the Participant’s account by (b) the purchase price described in Section 10.

A Participant may elect to make “voluntary cash payments” to the plan to be used to purchase additional shares of the Company’s Common Stock for his account. Such voluntary cash payments should be sent to the Plan Administrator using the forms prescribed by the Plan Administrator. Voluntary cash payments must aggregate at least $25.00 per month for Participants other than Company employees and at least $10.00 per month for Participants who are Company employees and may not exceed $100,000.00 per year for any Participant. Participants in the Plan who are also employees of the Company or its subsidiaries may arrange with their employer to make voluntary cash payments by regular payroll deductions. Accumulated payroll deductions will be remitted by the employer to the Plan Administrator monthly for credit to the individual participants’ accounts in the Plan. The Plan Administrator may also permit Participants to make voluntary cash payments using direct debit or similar methods on such terms and subject to such conditions as the Plan Administrator shall prescribe.

8.Cost to Participants. Participants will not incur any charges for joining the Plan. Service charges or transactional charges incurred by the Agent for purchases made under the Plan shall be paid by the Company. Participants may incur brokerage fees, administrative fees, transfer taxes, or other costs of sale upon the sale of any shares credited to the Participant’s account pursuant to Section 12.

9.Purchases. All shares of Common Stock purchased on behalf of the Plan shall be acquired at the direction of the Company either by the Agent in open market transactions or in negotiated transactions. Purchases with reinvested dividends and voluntary cash payments shall be made at the direction of the Company within thirty (30) days after each Transfer Date. The “Purchase Date” shall be the last date after each Transfer Date on which the Agent purchases shares of Common Stock for the account of Participants.

10.Purchase Prices. The Agent, in applying reinvested dividends and voluntary cash payments obtained from the Plan Administrator to the purchase of Common Stock in the open market, may purchase such Common Stock on such terms as to price, delivery and otherwise as the Agent may determine, except that the price in a negotiated transaction may not exceed the then current best offer in the Nasdaq National Market. The price at which such Common Stock shall be deemed to have been acquired by the Agent in the open market shall be the purchase price. The Common Stock may be purchased in any securities market where traded or in negotiated transactions.

In making purchases of Common Stock, the Plan Administrator and the Agent may commingle the participant’s funds with those of other participants. The price at which the Agent shall be deemed to have acquired shares for the participant’s account shall be the average of all the shares purchased by it with the reinvested dividends within thirty (30) days after the applicable Dividend Payment Date or monthly purchase date. Neither the Company nor the Agent shall have responsibility as to the value of the Common Stock acquired for the participant’s account.

11.Certificates.

  1. The Plan Administrator or its nominee shall hold all shares (the “Plan Shares”) purchased for the Plan for each Participant hereunder unless and until the Participant requests certificates for any such Plan Shares. In the event that a Participant requests such Plan Shares in writing, the Plan Administrator shall arrange for a stock certificate, representing any number of whole Plan Shares credited to the Participant’s account under the Plan, to be sent to the Participant without charge to the Participant.
  2. Notwithstanding the foregoing, certificates representing fractional shares shall not be sent to Participants under any circumstances. A request by a Participant for a fractional share shall be deemed, as to that fractional share, a request to send cash computed as provided in paragraph 14(b).

12.Transfers.

  1. If a Participant wishes to change the ownership of all or part of the shares credited to his or her account through gift, private sale or otherwise, the Participant may do so in accordance with procedures established by the Plan Administrator. The transfer will beeffected as soon as practicable following the Plan Administrator’s receipt of the required documentation. No fractional shares of Common Stock credited to a Participant’s account may be transferred, except as provided in paragraph 11(b).
  2. Unless a certificate is requested, shares transferred will be credited in book-entry form to the transferee’s account. In such case, an account will be opened in the name of the transferee if the transferee is not already a Participant, and the transferee will automatically be enrolled in the Plan.
  3. A Participant’s rights under the Plan and shares credited to the account of a Participant under the Plan may not be pledged.
  4. At any time, a Participant may request in writing that the Agent sell some or all of the shares of Common Stock credited to the Participant’s account in accordance with procedures established by the Plan Administrator. The minimum sale is one share of Common Stock. The Agent may sell such sales on any securities exchange on which the Common Stock is traded, in the over-the-counter market, or by negotiated transactions, and may be subject to such terms of price, delivery, etc., as the Agent may agree. The Participant will receive proceeds of sales of his or her shares of Common Stock based upon the average price of all shares sold on the particular sale date, less any brokerage charges, administrative fees, transfer taxes, any other costs of sale, and any required federal tax withholding, if applicable. Proceeds of the sales will be paid by check.

13.Reports to Participants. The Plan Administrator shall send each Participant a quarterly statement of account after each Dividend Payment Date. In addition, the Plan Administrator shall send each Participant copies of communications sent to holders of the Company’s Common Stock, including the Company’s interim and annual reports to stockholders and the Company’s notice of annual meeting and proxy statement, and Internal Revenue Service information for reporting dividend income received.

14.Withdrawals from the Plan.

  1. A Participant may withdraw from the Plan at any time by sending a written notice to the Plan Administrator. If a request to withdraw is received by the Plan Administrator at least fifteen (15) days prior to the Transfer Date, then the notice will be effective as to the reinvestment of that dividend, if any, and any voluntary cash payments credited to his account (and that dividend, if any, and any voluntary cash payments credited to his account will be forwarded to the Participant as soon as practical thereafter). A notice received less than seven (7) days prior to the Transfer Date will only be effective in the Plan Administrator’s sole discretion.
  2. When a Participant withdraws from the Plan, certificates for whole shares credited to the Participant’s account under the Plan will be issued and a cash adjustment will be made for any fraction of a share credited to the account. The cash adjustment for any fraction of a share shall be based on average of the highest and lowest quoted selling prices of the Common Stock on the Nasdaq National Market on the trading day prior to the effective date of termination on which the Nasdaq National Market quoted a trade on the stock of the Company. The Plan Administrator may obtain the funds necessary for such cash adjustment by selling one or more shares of Common Stock in the market.
  3. In the event that the Plan Administrator receives actual written notice that a Participant has died, the Plan Administrator shall (if the decedent is the sole owner of the shares held in the Participant’s account) treat such notice as a notice of withdrawal pursuant to this Section 14.
  4. Upon withdrawal from the Plan, Participants shall be entitled to request that all or part of the whole shares credited to their Plan accounts be sold. Any such sales shall be made in accordance with the procedures set forth in Section 12(d).

15.Stock Dividend or Stock Splits. Any stock dividends or split shares distributed by the Company on shares credited to the account of a Participant under the Plan will be added to the Participant’s account. Upon written request by the Participant to the Plan Administrator, certificates for any number of whole shares so credited will be issued.

16.Rights to Purchase Additional Stock. In the event that the Company makes available to its stockholders rights to purchase additional shares of Common Stock or any other securities, the Agent will sell such rights accruing to shares held by the Plan Administrator for the Participant and the resulting proceeds will be used to purchase additional shares of Common Stock as soon as practicable. Participants who wish to have the opportunity to exercise any rights that may be offered by the Company with respect to its Common Stock and/or Preferred Stock should not leave their certificates with the Plan Administrator, but rather, should request that certificates be issued pursuant to Section 11.

17.Stockholder Voting. One or more proxy cards shall be sent to each Participant by the Board of Directors in connection with stockholder meetings. Such cards shall cover shares registered in the name of the Participant and whole shares credited to the Participant’s Plan account. Arrangements shall be made with the Plan Administrator such that:

  1. If a Participant’s proxy card is returned properly signed and marked for voting, the whole shares credited to the Participant’s Plan account will be voted as marked unless the Participant is present at the meeting and desires to vote such shares differently.
  2. If a Participant’s proxy card is returned properly signed but without instructions as to voting on one or more matters, all of the Participant’s shares will be voted in accordance with the recommendations of a majority of the Board of Directors as set forth on the proxy card. If a Participant’s proxy card is not returned, or if it is returned unsigned, the whole shares credited to the Participant’s Plan account will not be voted, unless the Participant is present at the meeting and desires to vote such shares.
  3. if a Participant is present at the meeting and desires to vote his shares in person, the whole shares credited to the Participant’s Plan account will be voted in accordance with instructions given by the Participant at the meeting.
  4. Fractional shares held in each Participant’s account will not be voted.
  5. It is understood that the purpose of this Section 18 is to assure that the shares subject to the Plan will be voted solely in accordance with the instructions of the respective Participants.

18.Responsibility of the Company and the Plan Administrator. In administering the Plan, the Company and the Plan Administrator will not be liable for any act done in good faith or for any good faith omissions to act, including without limitation, any claim of liability (a) arising out of failure to terminate a Participant’s account upon such Participant’s death prior to receipt by the Plan Administrator of written notice of such death, (b) with respect to prices at which shares are purchased or sold for the Participant’s account and the times such purchases or sales are made, or (c) with respect to any loss or fluctuation in the market value after the purchase or sale of such shares. This provision shall not apply to the violation of any federal securities law.