AMENDMENT TO DEATH BENEFITS AGREEMENT

Amendment dated January 28, 2002 to Death Benefits Agreement between NBT Bancorp Inc., NBT Bank, National Association and Daryl R. Forsythe made August 22, 1995.

AMENDMENT TO DEATH BENEFITS AGREEMENT

THIS  AGREEMENT (this "Agreement") is made and entered into effective as of the  28  day  of  January,  2002,  by  and  among  NBT  BANCORP INC., a Delaware corporation,  and NBT Bank, N.A., a national banking association organized under the  laws  of  the  United  States  (hereinafter referred to collectively as the "Bank"),  Daryl  R. Forsythe (the  "Employee").

WHEREAS, the Bank and the Employee have entered to that certain Death  Benefits  Agreement  dated  as of August 22, 1995 (the "1995 Agreement");

WHEREAS, the 1995 Agreement may be amended by a written instrument signed by the Bank and the Employee; and

WHEREAS, the Bank and the Employee desire to amend the 1995 Agreement as set out in this Agreement.

NOW, THEREFORE, the parties agree as fo