Exhibit 10.2
First Amendment to the NBT Bancorp Inc. 401(k) and Employee Stock Ownership Plan
                             Effective July 2, 2001.


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                             FIRST AMENDMENT TO THE
            NBT BANCORP INC. 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN

THIS AMENDMENT, made this 2nd day of July, 2001, by NBT BANCORP INC. (
hereinafter called the "Employer").


WHEREAS, the Employer did establish the NBT BANCORP INC. 401(K) AND EMPLOYEE
STOCK OWNERSHIP PLAN (the "Plan") for the sole and exclusive benefit of its
eligible participants and their respective beneficiaries under the terms and
provisions of the Internal Revenue Code of 1986, as amended, and

WHEREAS, the Employer reserved the right to amend said Plan;

NOW, THEREFORE, effective as of January 1, 2001, the Plan shall be amended as
follows:

1.   Section 8.3 of ARTICLE VIII PAYMENT OR DISTRIBUTION OF BENEFITS, is hereby
     amended by adding after the last paragraph of this Section the following
     provision:

     "With respect to distributions under the Plan made for calendar years
     beginning on or after January 1, 2001, the Plan will apply the minimum
     distribution requirements of section 401(a)(9) of the Internal Revenue Code
     in accordance with the regulations under section 401(a)(9) that were
     proposed on January 17, 2001, notwithstanding any provision of the Plan to
     the contrary. This amendment shall continue in effect until the end of the
     last calendar year beginning before the effective date of final regulations
     under section 401(a)(9) or such other date as may be specified in guidance
     published by the Internal Revenue Service."

2.   Subpart (a), of Section 1.14 of ARTICLE I, DEFINITIONS, is hereby amended
     by adding after the last sentence thereof the following provision:

     "Effective on and after January 1, 2001, Compensation shall include
     elective amounts that are not includible in the gross income of the
     Participant by reason of Code section 132(f)(4)."

3.   Section 1.32, of ARTICLE I, DEFINITIONS, is hereby amended by adding after
     the last sentence thereof the following provision:

     "Effective on and after January 1, 2001, Compensation shall include
     elective amounts that are not includible in the gross income of the
     Participant by reason of Code section 132(f)(4)."


4.   Section 1.33 of ARTICLE I, DEFINITIONS, is hereby amended by adding after
     the last sentence thereof following provision:

     "Effective January 1, 2001, "414(s) Compensation" shall not include
     elective amounts that are not includible in the gross income of the
     Participant under section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b)."

5.   In all other respects, the Plan shall remain unchanged by this Amendment.


IN WITNESS WHEREOF, the Employer has caused this instrument to be executed the
day and year first above written.

                                     /s/ Jane E. Neal
                                     Executive Vice President


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