Exhibit 10.1
VOTING AGREEMENT
June __, 2005
NBT Bancorp Inc.
52 South Broad Street
P.O. Box 351
Norwich, New York 13815
Ladies and Gentlemen:
The undersigned
is a shareholder of CNB Bancorp, Inc. ("CNB"). NBT
Bancorp Inc. ("NBT") and CNB have entered
into an Agreement and Plan of
Merger dated as of the date hereof (the
"Merger Agreement"), pursuant to
which, subject to the terms and conditions
set forth therein, (a) CNB will
merge with and into NBT, with NBT surviving
the merger, to be followed by the
merger of City National Bank & Trust
Company with and into NBT Bank, N.A.,
with NBT Bank, N.A. surviving the merger
(collectively referred to as the
"Merger"); and (b) shareholders of CNB will
receive common stock of NBT
and/or cash, as stated in the Merger
Agreement. Terms that are undefined
herein shall have the meaning set forth in
the Merger Agreement.
In consideration
of the premises and the representations, warranties,
agreements and conditions in this letter
agreement (the "Letter Agreement")
and in the Merger Agreement and in order to
induce NBT to execute the Merger
Agreement, the undersigned, solely in its
capacity as a holder of CNB common
stock, par value $2.50 per share ("Common
Stock"), agrees and undertakes, as
follows:
During the
period from the date hereof through the earlier of (i)
the Effective Date under the Merger
Agreement or (ii) the date on which the
Merger Agreement is terminated according to
its terms (such period
hereinafter referred to as the "Term"), the
undersigned will vote all Shares
(as defined below), in person or by proxy,
at any meeting of shareholders of
CNB (or any action by written consent in
lieu of a meeting) (x) to approve
the Merger Agreement and the transactions
contemplated thereby and (y)
against approval or adoption of any action
or agreement (other than the
Merger Agreement or the transaction
contemplated thereby) made or taken in
opposition to or in competition
