Delaware		6021		16-1268674
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Stuart G. Stein, Esq.		Martin D. Werner, Esq.
Hogan & Hartson L.L.P.		Edwin L. Herbert, Esq.
555 Thirteenth Street, N.W.		Shumaker, Loop & Kendrick, LLP
Washington, D.C. 20004		1000 Jackson Street
(202) 637-8575		Toledo, Ohio 43624-1573
		(419) 241-9000

Proposed Maximum

Proposed Maximum

Amount of

Title of Each Class of

Amount to be

Offering

Aggregate

Registration

Securities to be Registered

Registered(1)

Price Per Unit

Offering Price(2)

Fee(3)

Common Stock, par value $.01 per share

2,595,247

N/A

$56,243,622

$6,620

(1)	The maximum number of shares of common stock of NBT issuable to shareholders of CNB, upon consummation of the merger of CNB with and into NBT.
(2)	Estimated pursuant to Rule 457(f)(1) under the Securities Act of 1933, as amended, based on the aggregate market value on July 28, 2005 of the shares of CNB common stock expected to be exchanged in connection with the merger and computed by (A) multiplying (i) the average of the high and low prices of CNB common stock as reported on the OTC Bulletin Board ($38.35) by (ii) 2,595,247, representing the maximum number of shares of CNB common stock expected to be exchanged in connection with the merger, less (B) $43,284,101, which is the estimated amount of cash to be paid by NBT in connection with the merger.
(3)	Calculated by multiplying (A) the proposed maximum aggregate offering price for all securities to be registered ($99,527,723) less the estimated amount of cash to be paid by NBT in connection with the merger ($43,284,101) by (B) .00011770.

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The information in this proxy statement/ prospectus is not complete and may be changed. NBT may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/ prospectus is not an offer to sell these securities and it is not soliciting an offer to buy nor shall there be any sale of these securities in any state where the offer, solicitation or sale is not permitted.

	William N. Smith
	Chairman, President and Chief Executive Officer

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	1.	To consider and vote on a proposal to approve and adopt the agreement and plan of merger, dated as of June 13, 2005, by and between NBT Bancorp Inc. and CNB Bancorp, Inc., the merger of CNB into NBT and the other transactions contemplated by the merger agreement, as described in the attached proxy statement/ prospectus.
	2.	To transact any other business that properly comes before the special meeting, or any adjournments or postponements of the meeting, including, without limitation, a motion to adjourn the special meeting to another time and/or place for the purpose of soliciting additional proxies in order to approve the merger agreement and the merger or otherwise.

	By order of the Board of Directors
	William N. Smith
	Chairman, President and Chief Executive Officer

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			Page
QUESTIONS AND ANSWERS ABOUT THE MERGER				1
SUMMARY				4
MARKET PRICES AND DIVIDENDS				7
	NBT’s Common Stock			7
	CNB’s Common Stock			7
	Share Information and Market Prices			8
	Comparative Per Share Data			8
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA				10
RISK FACTORS				13
SHAREHOLDER MEETING OF CNB BANCORP, INC.				16
	Matters to be Considered at the Special Meeting			16
	Record Date and Voting			16
	Required Vote; Revocability of Proxies			16
	Solicitation of Proxies			17
THE MERGER				18
	The Parties			18
	Background of the Merger			19
	Reasons for the Merger and the Recommendation of CNB’s Board of Directors			20
	Purpose and Effects of the Merger			22
	Structure			22
	Merger Consideration			222
	Election Procedures; Surrender of Stock Certificates			23
	Treatment of CNB Stock Options			25
	Regulatory Approvals			26
	Conditions to the Merger			27
	Conduct of Business Pending the Merger			27
	Representations and Warranties			29
	Fairness Opinion of Austin Associates, LLC			29
	Termination and Amendment of the Merger Agreement			35
	Material Federal Income Tax Consequences			36
	Accounting Treatment			40
	Resales of NBT’s Common Stock Received in the Merger			40
	Employee Benefits			40
	Dissenters’ Appraisal Rights			40
	Voting Agreement			42
	Interests of CNB Directors and Executive Officers in the Merger That are Different Than Yours			42
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS OF CNB				45
COMPARISON OF STOCKHOLDER RIGHTS AND DESCRIPTION OF CAPITAL STOCK				46
	Comparison of Stockholders’ Rights			46
	Description of NBT Capital Stock			49
	Stockholder Rights Plan			50
	Registrar And Transfer Agent			51
	Applicable Law			51
WHERE YOU CAN FIND MORE INFORMATION				53
INCORPORATION OF DOCUMENTS BY REFERENCE				54
	NBT Filings			54
	CNB Filings			54
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS				55
SHAREHOLDER PROPOSALS				55
OTHER MATTERS				56
EXPERTS				56
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM				56
LEGAL MATTERS				56
FINANCIAL INFORMATION
Appendix A Agreement and Plan of Merger				A-1
Appendix B Fairness Opinion of Austin Associates, LLC				B-1
Appendix C Section 623 of the New York Business Corporation Law				C-1

i

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Q:	Why are NBT and CNB proposing the transaction?
A:	The CNB Board of Directors believes that the merger presents a unique opportunity to merge with a leading community financial institution in central New York that will have significantly greater financial strength and earning power than CNB would have on its own, as well as the added scale necessary to undertake and solidify leadership positions in key business lines.
Q:	What will I receive in the merger?
A:	If the merger agreement is approved and the merger is subsequently completed, each share of CNB common stock (other than shares of dissenting shareholders) will be converted into the right to receive 1.64 shares of NBT common stock, or $38.00 in cash, without interest. You will have the opportunity to elect the form of consideration to be received for your shares (all stock, all cash, or a combination thereof), subject to allocation procedures set forth in the merger agreement which are intended to ensure that 55% of the outstanding shares of CNB common stock will be converted into the shares of NBT common stock and the remaining outstanding shares of CNB common stock will be converted into cash. Therefore, your ability to receive all stock, all cash or a combination thereof will depend on the elections of other CNB shareholders. NBT will pay cash instead of issuing fractional shares. If the price of NBT’s common stock falls below thresholds established in the merger agreement, CNB may terminate the merger agreement unless NBT decides to increase the exchange ratio. See “The Merger — Termination and Amendment of the Merger Agreement.”
Q:	How do I make an election?
A:	Each CNB shareholder has been sent, together with this proxy statement /prospectus, an election form, which you should complete and return, along with your CNB stock certificate(s), according to the instructions printed on the form. The election deadline will be 5:00 p.m. local time in Norwich, New York, on                     , 2005. If you do not send in the election form with your stock certificates by the deadline, you will be deemed not to have made an election and you may be paid in cash, NBT common stock or a mix of cash and stock depending on, and after giving effect to, the number of valid cash elections and stock elections that have been made by other CNB shareholders. If you own shares of CNB common stock in “street name” through a bank, broker or other financial institution, and you wish to make an election, you should seek instructions from the financial institution holding your shares concerning how to make your election. See “The Merger — Election Procedures; Surrender of Stock Certificates.”
Q:	Can I change my election?
A:	You may change your election at any time prior to the election deadline by submitting to                     , the exchange agent for the merger, written notice accompanied by a properly completed and signed, revised election form. You may revoke your election by submitting written notice to                     prior to the election deadline or by withdrawing your stock certificates prior to the election deadline. Shareholders will not be entitled to change or revoke their elections following the election deadline. If you instructed a bank, broker or other financial institution to submit an election for your shares, you must follow their directions for changing those instructions.
Q:	What happens to my future dividends?
A:	Before the merger takes place, CNB expects to continue to pay regular quarterly cash dividends on its common stock, which currently are $0.21 per share. After the merger, any dividends will be based on what NBT pays. NBT presently pays dividends at a quarterly dividend rate of $0.19 per share of NBT common stock, which is equivalent to $0.31 per share of CNB common stock, assuming a 1.64 share exchange ratio.

1

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Q:	How many votes are needed to approve the merger?
A:	Two-thirds of the outstanding shares of CNB’s common stock must vote in favor of the merger agreement in order for it to be adopted and for the merger to be approved. Accordingly, the failure to vote on this proposal will have the same effect as a vote against the proposal.

		Each of the named executive officers and directors of CNB individually have entered into an agreement with NBT to vote their shares of CNB common stock in favor of the merger agreement and against any competing proposal. These shareholders hold approximately 6% of CNB’s outstanding common stock as of June 30, 2005.

Q:	What do I need to do now?
A:	With respect to the special meeting — Just indicate on the enclosed proxy card how you want to vote, and sign, date and return it as soon as possible in the enclosed envelope or submit a proxy over the Internet or by telephone by following the instructions on the enclosed proxy card. If you sign and send in your proxy card and do not indicate how you want to vote, your proxy card will be voted FOR approval of the merger agreement and the merger. Not returning a proxy card, not submitting your proxy by telephone or on the Internet (if that option is available to you), or not voting in person at the special meeting or abstaining from voting will have the same effect as voting AGAINST the merger agreement and the merger. Please refer to the voting instruction card used by your bank, broker or other financial institution to see if you may submit voting instructions using the Internet or telephone.

		You can choose to attend the special meeting and vote your shares in person instead of completing and returning a proxy card. If you do complete and return a proxy card, you may change your vote at any time up to and including the time of the vote on the day of the special meeting by following the directions on page 16.
		With respect to your share election — You should complete and return the election form, together with your stock certificate(s), to                     according to the instructions printed on the election form or, if your shares are held in “street name,” according to the instructions of your bank, broker or other financial institution. Do not send your CNB stock certificates and/or your election form with your proxy card.

Q:	Who can vote?
A:	You are entitled to vote at the CNB special meeting if you owned shares of CNB common stock at the close of business on                     , 2005. You will have one vote for each share of CNB common stock that you owned at that time.
Q:	If my shares are held in street name by my broker, will my broker vote my shares for me?
A:	Your broker does not have discretion to vote your shares for you on the merger proposal. Your broker will be able to vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares, following the directions your broker provides. Shares that are not voted because you do not instruct your broker effectively will be counted as votes against the merger.
Q:	Can I change my vote after I have mailed my signed proxy card?
A:	Yes. There are three ways for you to revoke your proxy and change your vote. First, you may send a written notice to the Secretary of CNB at 10-24 North Main Street, P.O. Box 873 Gloversville, NY 12078 stating that you would like to revoke your proxy. Second, you may complete and submit a new proxy card or submit another proxy by telephone or on the Internet. Third, you may vote in person at the special meeting. If you have instructed a broker to vote your shares, you must follow directions received from your broker to change your vote.
Q:	When will the merger close?
A:	The merger is expected to close as soon as possible after the receipt of CNB shareholder and regulatory approvals. We currently anticipate that this will occur in the fourth quarter of 2005.

2

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Q:	What do I do with my stock certificates?
A:	Please do not send your stock certificates with your proxy card. Rather, you should send your CNB common stock certificates to                     , the exchange agent for the merger, with your completed, signed election form prior to the election deadline. If you do not send in the election form with your stock certificates by the election deadline, you will be deemed not to have made an election and you may receive cash, NBT common stock or a mixture of cash and stock, for each share of your CNB common stock in the merger.
Q:	What needs to be done to complete the merger?
A:	Completion of the merger depends on a number of conditions being met. In addition to compliance with the merger agreement, these include:

	1.	Approval of the merger agreement and merger by CNB shareholders.
	2.	Approval of the merger by federal and state regulatory authorities.
	3.	Approval by the Nasdaq National Market of listing of NBT’s common stock to be issued in the merger.
	4.	The absence of any injunction or legal restraint blocking the merger or government proceedings trying to block the merger.

	When the law permits, NBT or CNB could decide to complete the merger even though one or more of these conditions hasn’t been met. We can’t be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Q:	Whom can I call with questions or to obtain copies of this proxy statement/ prospectus and other documents?
A:	William N. Smith, Chairman, President and Chief Executive Officer

	CNB shareholders may also contact CNB’s proxy solicitor, D.F. King & Co., Inc. at (800) 829-6551.
	A copy of the merger agreement including each of its exhibits and the other documents described in this proxy statement/ prospectus will be provided to you promptly without charge if you call or write to Michael J. Chewens, Senior Executive Vice President and Chief Financial Officer, NBT Bancorp Inc., 52 South Broad Street, Norwich, NY 13815, (607) 337-2265. Such documents were also filed as exhibits to the registration statement filed with the SEC to register the shares of NBT’s common stock to be issued in the merger. See “Where You Can Find More Information.”

3

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•	are a tax-exempt organization;
•	are a mutual fund;
•	are a dealer in securities or foreign currencies;
•	are a bank or other financial institution;
•	are an insurance company;
•	are a non-United States person;
•	are subject to the alternative minimum tax;
•	are a trader in securities who elects to apply a mark-to-market method of accounting;
•	acquired your shares of CNB’s common stock from the exercise of options or otherwise as compensation or through a qualified retirement plan;
•	hold shares of CNB’s common stock as part of a straddle, hedge, constructive sale or conversion transaction; or
•	do not hold shares of CNB’s common stock as capital assets.

4

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5

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6

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			Market Price
											Cash
			High				Low				Dividends Paid
Quarter Ended:
	March 31, 2003		$	18.60			$	16.75			$	0.17
	June 30, 2003			19.94				17.37				0.17
	September 30, 2003			21.76				19.24				0.17
	December 31, 2003			22.78				19.50				0.17
	March 31, 2004			23.00				21.21				0.17
	June 30, 2004			23.18				19.92				0.19
	September 30, 2004			24.34				21.02				0.19
	December 31, 2004			26.84				21.94				0.19
	March 31, 2005			25.66				21.48				0.19
	June 30, 2005			24.15				20.10				0.19

			Market Price
											Cash
			High				Low				Dividends Paid
Quarter Ended:
	March 31, 2003		$	26.50			$	23.31			$	0.19
	June 30, 2003			26.05				22.20				0.19
	September 30, 2003			29.00				25.50				0.19
	December 31, 2003			27.50				25.60				0.19
	March 31, 2004			26.75				22.60				0.20
	June 30, 2004			26.75				24.00				0.20
	September 30, 2004			26.75				24.35				0.20
	December 31, 2004			26.75				26.25				0.20
	March 31, 2005			26.50				25.55				0.21
	June 30, 2005			37.80				37.65				0.21

7

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		Last Reported Sale Price
		NBT’s				CNB’s				Equivalent Per
Date		Common Stock				Common Stock				Share Data
June 13, 2005		$	23.59			$	26.75			$	38.43
, 2005		$				$				$

8

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			At or for the				At or for the
			Three Months Ended				Year Ended
			March 31, 2005				December 31, 2004
Net Income per Common Share (Basic):
	NBT — historical		$	0.39			$	1.53
	CNB — historical			0.54				2.04
	Pro Forma Combined			0.39				1.53
	Equivalent Pro Forma			0.64				2.51
Net Income per Common Share (Diluted):
	NBT — historical			0.39				1.51
	CNB — historical			0.53				2.03
	Pro Forma Combined			0.39				1.51
	Equivalent Pro Forma			0.64				2.48
Cash Dividends per Common Share:
	NBT — historical			0.19				0.74
	CNB — historical			0.21				0.80
	Pro Forma Combined			0.19				0.74
	Equivalent Pro Forma			0.31				1.21
Book Value per Common Share:
	NBT — historical			9.85				10.11
	CNB — historical			17.76				18.04
	Pro Forma Combined			10.65				10.89
	Equivalent Pro Forma			17.46				17.85

9

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		At or for the
		Three Months Ended
		March 31,								At or for the Year Ended December 31,
		2005				2004				2004				2003				2002				2001				2000
Financial Condition and Other Data
Trading securities at fair value		$	—			$	—			$	—			$	—			$	—			$	—			$	20,540
Securities available for sale, at fair value			950,555				977,950				952,542				980,961				1,007,583				909,341				936,757
Securities held to maturity, at amortized cost			87,063				91,205				81,782				97,204				82,514				101,604				110,415
Loans and leases			2,898,187				2,646,674				2,869,921				2,639,976				2,355,932				2,339,636				2,247,655
Allowance for loan and lease losses			45,389				43,303				44,932				42,651				40,167				44,746				32,494
Assets			4,255,439				4,016,733				4,212,304				4,046,885				3,723,726				3,638,202				3,605,506
Deposits			3,168,927				3,014,616				3,073,838				3,001,351				2,922,040				2,915,612				2,843,868
Borrowings			720,734				626,492				752,066				672,631				451,076				394,344				425,233
Stockholders’ equity			319,239				322,280				332,233				310,034				292,382				266,355				269,641
Operating Data
Interest, fee and dividend income		$	55,461			$	51,727			$	210,179			$	207,298			$	227,222			$	255,434			$	260,381
Interest expense			16,647				14,633				59,692				62,874				80,402				117,502				113,003
Net interest income			38,814				37,094				150,487				144,424				146,820				137,932				127,378
Provision for loan and lease losses			1,796				2,124				9,615				9,111				9,073				31,929				10,143
Noninterest income excluding securities gains (losses)			10,715				10,434				40,673				37,603				31,934				31,826				24,854
Securities gains (losses), net			(4	)			9				216				175				(413	)			(7,692	)			(2,273	)
Merger, acquisition and reorganization costs			—				—				—				—				—				15,322				23,625
Other noninterest expense			28,881				27,202				109,777				104,517				102,455				110,536				95,509
Income before income taxes			18,848				18,211				71,984				68,574				66,813				4,279				20,682
Net income			12,789				12,371				50,047				47,104				44,999				3,737				14,154

10

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		At or for the
		Three Months Ended
		March 31,								At or for the Year Ended December 31,
		2005				2004				2004				2003				2002				2001				2000
Per Common Share:
Basic earnings		$	0.39			$	0.38			$	1.53			$	1.45			$	1.36			$	0.11			$	0.44
Diluted earnings			0.39				0.37				1.51				1.43				1.35				0.11				0.44
Cash dividends paid			0.19				0.17				0.74				0.68				0.68				0.68				0.68
Book value at period end			9.85				9.80				10.11				9.46				8.96				8.05				8.29
Tangible book value at period end			8.25				8.29				8.66				7.94				7.47				6.51				6.88
Average diluted common shares outstanding			32,977				33,174				33,087				32,844				33,235				33,085				32,405
Key Ratios:
Average equity to average assets			7.79				7.84				7.74				7.69				7.64				7.82				7.35
Net interest margin			4.09				4.10				4.03				4.16				4.43				4.19				4.02
Dividend payout ratio			48.56				45.17				49.01				47.55				50.37				618.18				154.55
Tier 1 leverage			6.89				6.96				7.13				6.76				6.73				6.34				6.88
Tier 1 risk-based capital			9.41				10.12				9.78				9.96				9.93				9.43				9.85
Total risk-based capital			10.67				11.37				11.04				11.21				11.18				10.69				11.08
Return on average assets			1.23	%			1.23	%			1.21	%			1.22	%			1.23	%			0.10	%			0.41	%
Return on average equity			15.74	%			15.73	%			15.69	%			15.90	%			16.13	%			1.32	%			5.57	%

11

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		At or for the
		Three Months Ended
		March 31,								At or for the Year Ended December 31,
		2005				2004				2004				2003				2002				2001				2000
Financial Condition and Other Data
Securities available for sale, at fair value			177,732				158,597				189,176				163,251				144,219				120,249				106,845
Securities held to maturity, at amortized cost			7,898				10,319				7,587				9,711				9,569				9,955				15,653
Loans and leases			194,557				173,367				188,535				171,230				186,264				194,949				186,590
Allowance for loan losses			2,358				2,436				2,331				2,418				3,083				2,506				2,750
Assets			419,447				392,128				422,169				395,556				391,804				359,955				339,306
Deposits			337,853				304,778				331,634				308,247				300,616				279,227				270,474
Borrowings			39,848				45,473				48,543				47,860				52,689				44,618				33,128
Stockholders’ equity			39,449				39,607				40,021				38,040				36,884				34,649				33,993
Operating Data
Interest, fee and dividend income			5,034				4,841				19,551				19,705				22,046				24,053				23,760
Interest expense			1,484				1,410				5,476				6,716				8,300				11,408				12,091
Net interest income			3,550				3,431				14,075				12,989				13,746				12,645				11,669
Provision for loan losses			70				150				500				1,290				1,165				525				219
Noninterest income excluding securities gains (losses)			631				577				2,193				2,284				2,254				2,109				1,762
Securities gains (losses), net			235				401				416				30				33				15				—
Other noninterest expense			2,696				2,295				9,943				9,232				8,419				8,403				7,932
Income before income taxes			1,650				1,964				6,241				4,781				6,449				5,841				5,280
Net income			1,194				1,377				4,509				3,653				4,632				4,032				3,705

		At or for the
		Three Months Ended
		March 31,								At or for the Year Ended December 31,
		2005				2004				2004				2003				2002				2001				2000
Per Common Share:
Basic earnings		$	0.54			$	0.62			$	2.04			$	1.65			$	42.05			$	1.75			$	1.56
Diluted earnings			0.53				0.62				2.03				1.64				2.03				1.72				1.54
Cash dividends paid			0.21				0.20				0.80				0.76				0.70				0.66				0.62
Book value at period end			17.76				17.90				18.04				17.22				16.58				15.22				14.49
Tangible book value at period end			14.65				15.96				15.02				15.26				14.59				13.24				12.40
Average diluted common shares outstanding			2,234				2,217				2,222				2,226				2,281				2,342				2,404
Key Ratios:
Average equity to average assets			9.50	%			9.55	%			9.60	%			9.50	%			9.55	%			9.74	%			9.65	%
Net interest margin			3.88				4.01				3.95				3.77				4.14				4.04				3.98
Dividend payout ratio			39.03				32.10				39.28				46.13				34.09				37.70				39.84
Tier 1 leverage			7.98				8.60				7.66				8.28				7.89				8.38				8.87
Tier 1 risk-based capital			15.47				16.56				15.15				16.22				14.87				14.72				15.54
Total risk-based capital			16.58				17.80				16.27				17.48				16.16				15.96				16.80
Return on average assets			1.14	%			1.40	%			1.10	%			0.92	%			1.22	%			1.14	%			1.12	%
Return on average equity			12.01	%			14.70	%			11.47	%			9.66	%			12.83	%			11.68	%			11.57	%

12

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13

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	•	the payment of certain severance benefits under existing change in control agreements and new employee retention agreements.
	•	the appointment of Timothy E. Delaney and Brian K. Hanaburgh to the board of directors of NBT Bank, N.A.

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	•	the accelerated vesting of all outstanding unvested stock options, including options for up to 25,425 shares of common stock held by CNB’s executive officers and directors.
	•	the appointment of each member of CNB’s Boards of Directors, other than Messrs. Delaney and Hanaburgh, to a newly created Fulton County Advisory Board, for which each advisory board member will receive a $1,000 fee for each meeting attended.
	•	the agreement by NBT to indemnify CNB directors and officers.

	•	the proposal to approve and adopt the merger agreement, the merger and the other transactions contemplated by the merger agreement, and
	•	any other business that properly comes before the special meeting, or any adjournments or postponements of the meeting, including, without limitation, a motion to adjourn the special meeting to another time and/or place for the purpose of soliciting additional proxies in order to approve the merger agreement and the merger or otherwise.

15

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	•	delivering to the Secretary of CNB, 10-24 North Main Street, P.O. Box 873, Gloversville, New York 12078-0873, a written notice of revocation before the special meeting,

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	•	delivering to CNB a duly executed proxy bearing a later date before the special meeting or submitting another proxy by telephone or over the Internet (your latest telephone or Internet voting instructions are followed), or
	•	attending the special meeting and voting in person.

17

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	NBT and NBT Bank

	CNB and City National Bank

18

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19

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	1. The merger represents an opportunity for CNB’s shareholders to realize a premium over recent market prices for their common stock. The merger price per share represents a 42% premium over the closing price of CNB’s common stock on the day before the merger was announced, and a 42% premium over the average closing price of CNB’s common stock for the four-week period immediately preceding the merger announcement.
	2. CNB’s Board of Directors considered the opinion of Austin Associates that the merger consideration was fair to CNB’s shareholders from a financial point of view, as described below under

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	“— Fairness Opinion of Austin Associates, LLC.” CNB’s Board of Directors reviewed the assumptions and results of the various valuation methodologies employed by Austin Associates in arriving at its opinion and found those assumptions and results to be reasonable.
	3. CNB’s Board of Directors considered the current operating environment, including but not limited to the continued consolidation and increasing competition in the banking and financial services industries, the prospects for further changes in these industries, and the importance of being able to capitalize on developing opportunities in these industries. CNB’s Board of Directors also considered the current and prospective economic and competitive conditions facing CNB in its market areas. CNB’s board also considered the challenges facing CNB in remaining an independent banking institution, the lack of opportunities to grow through potential acquisitions or “merger of equals,” and the difficulties of further enhancing shareholder value.
	4. CNB’s Board of Directors reviewed the terms and conditions of the merger agreement, including the parties’ respective representations, warranties and covenants, the conditions to closing, and the fact that the merger agreement permits CNB’s Board of Directors, in the exercise of its fiduciary duties, under certain conditions, to furnish information to, or engage in negotiations with, a third party which has submitted an unsolicited superior proposal to acquire CNB, and provisions providing for CNB’s payment of a termination fee to NBT in certain circumstances.
	5. CNB’s Board of Directors considered the ability of NBT to pay the merger consideration, and accordingly, together with its financial advisor and management, reviewed NBT’s financial condition, results of operations, liquidity and capital position.
	6. CNB’s Board of Directors considered the ability of NBT to consummate the transaction in an efficient and timely manner based on its history of consummating other acquisitions.
	7. CNB’s Board of Directors considered the likelihood of the merger being approved by the appropriate regulatory authorities. See “— Regulatory Approvals” below for more information.
	8. CNB’s Board of Directors examined current financial market conditions and historical market prices and trading information with respect to shares of CNB common stock. In particular, the board noted the relative illiquidity of CNB’s common stock.
	9. CNB’s Board of Directors considered the potential impact of the merger on CNB’s customers. The board viewed the potential impact on customers as positive in view of NBT’s history of providing exceptional service to customers, and the fact that the merger will enhance the services available to CNB’s customers without sacrificing the personal attention and dedication that CNB has offered.
	10. CNB’s Board of Directors considered the merger’s impact on CNB’s employees. Although the board recognized that NBT did not make any commitment to retain any or all of CNB’s offices and that certain of CNB’s offices may be subject to closure, the board viewed the impact on employees as generally positive, in that they would become part of a more geographically diversified institution with greater resources and opportunities than CNB. In addition, the board looked favorably on NBT’s commitment to Fulton County as evidenced by its agreement to maintain the CNB headquarters facility in downtown Gloversville, NY as a regional hub office and its agreement to create a Fulton County Advisory Board.
	11. CNB’s Board of Directors considered community and societal considerations, and NBT’s commitment to local civic groups, charitable organizations, and the towns and cities in which it operates.
	12. CNB’s Board of Directors also considered the fact that the shareholders of NBT would not be required to approve the merger agreement.
	13. CNB’s Board of Directors considered the advice of its financial advisor that the advisor had sought indications of interest from other financial institutions that were both most likely to have an interest in acquiring CNB and capable of consummating such an acquisition.

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22

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	•	If the number of shares held by CNB shareholders who have made no election is sufficient to make up the shortfall in the number of NBT shares that NBT is required to issue, then all CNB shareholders who elected cash will receive cash, and those shareholders who made no election will receive a combination of cash and NBT common stock in whatever proportion is necessary to make up the shortfall.
	•	If the number of shares held by CNB shareholders who have made no election is insufficient to make up the shortfall, then all of those shares will be converted into NBT common stock and those CNB shareholders who elected to receive cash will receive a combination of cash and NBT common stock in whatever proportion is necessary to make up the shortfall.

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	(1)	such exchanges are made by or through a member firm of the Nasdaq National Market or another registered national securities exchange, or by a commercial bank or trust company having an office, branch or agency in the United States;
	(2)	the exchange agent receives, prior to the election deadline, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided with this proxy statement/ prospectus (delivered by hand, mail, telegram, telex or facsimile transmission); and
	(3)	the exchange agent receives, within five business days after the election deadline, the certificates for all exchanged CNB shares, or confirmation of the delivery of all such certificates into the exchange agent’s account with the Depository Trust Company in accordance with the proper procedures for such transfer, together with a properly completed and duly executed election form and any other documents required by the election form.

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	•	pay to the exchange agent in advance any transfer or other taxes required by reason of the issuance of a certificate or payment to a person other than the registered holder of the certificate surrendered, or
	•	establish to the satisfaction of the exchange agent that the tax has been paid or is not payable.

	Nonqualified Stock Options

	Incentive Stock Options

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	•	The number of shares of NBT common stock to be subject to the option immediately after the effective time of the merger will be equal to the product of the number of shares of CNB common stock subject to the option immediately before the merger, multiplied by 1.64. Any fractional shares of NBT common stock resulting from this multiplication will be rounded down to the nearest whole share; and
	•	The exercise price per share of NBT common stock under the converted option immediately after the merger will be equal to the exercise price per share of CNB common stock under the option immediately before the merger divided by 1.64.

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	•	the FRB, OCC and NYSBD approval or non-objection of the merger or the bank merger and the expiration of all statutory waiting periods, or waiver of an applicable filing requirement;
	•	approval of the merger agreement by the affirmative vote of two-thirds of the issued and outstanding shares of CNB;
	•	the absence of any statute, law, regulation, order or decree by which the merger is restrained or enjoined;
	•	the accuracy of the representations and warranties of the parties set forth in the merger agreement;
	•	the absence of any changes in CNB’s business, operations, condition, assets or liabilities that individually or in the aggregate has had or would reasonably be expected to have a material adverse effect on CNB;
	•	the receipt of tax opinions that have been delivered by counsel to NBT and CNB to the effect that the merger will qualify as a tax-free reorganization under United States federal income tax laws; and
	•	the registration statement relating to the merger is declared effective by the SEC.

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	•	enter into, amend in any material respect or terminate any contract or agreement, except in the ordinary course of business;
	•	change compensation or benefits, except for merit increases or bonuses consistent with past practice in the ordinary course of business;
	•	incur any capital expenditures in excess of $25,000 individually or $50,000 in the aggregate other than pursuant to binding commitments or necessary to maintain existing assets in good repair;
	•	issue any additional shares of capital stock except under outstanding options, or grant any options, declare or pay any dividend other than its regular quarterly dividend; and
	•	except for prior commitments previously disclosed to NBT, make any new loan or other credit facility commitment to any borrower or group of affiliated borrowers in excess of $2,000,000 for a commercial real estate loan, $500,000 for a secured commercial business loan, $500,000 for a residential loan, $2,000,000 for a construction loan, or $100,000 for an unsecured loan, without the prior consent of NBT.

	•	initiate, solicit or knowingly encourage any inquiries or the making of any acquisition proposal;
	•	enter into, maintain or continue any discussions or negotiations regarding any acquisition proposals; and
	•	agree to or endorse any acquisition proposal.

	•	CNB’s board of directors determines in good faith after receipt of an opinion from its independent financial advisor and after consultation with its legal advisors, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal, that such proposal is reasonably likely to result in a transaction more favorable than the merger, from a financial point-of-view, to CNB’s stockholders;
	•	CNB’s board of directors determines in good faith, after consultation with its financial and legal advisors, that the action is required for CNB’s directors to comply with their fiduciary obligations under applicable law;
	•	CNB promptly notifies NBT of such inquiries, proposals or offers, the material terms of such inquiries, proposals or offers and the identity of the person making such inquiry, proposal or offer; and
	•	The CNB special meeting has not yet occurred.

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	•	the organization, existence, and corporate power and authority, and capitalization of each of the companies;
	•	the absence of conflicts with and violations of law and various documents; contracts and agreements;
	•	the absence of any development materially adverse to the companies;
	•	the absence of adverse material litigation;
	•	the compliance of reports and financial statements filed with the Securities and Exchange Commission with the securities laws; and
	•	the accuracy and completeness of the representations and warranties made in the merger agreement;

	•	the existence, performance and legal effect of certain contracts;
	•	no violations of law;
	•	the filing of tax returns, payment of taxes and other tax matters;
	•	labor and employee benefit matters; and
	•	compliance with applicable environmental laws.

	•	The summary of Austin Associates’ opinion set forth in this prospectus/proxy statement is qualified in its entirety by reference to the full text of the opinion that is attached as Appendix B to this document. You should read the opinion in its entirety for a full discussion of the procedures followed, assumptions made, matters considered, and qualifications and limitations of the review undertaken by Austin Associates in connection with its opinion.
	•	Austin Associates expressed no opinion as to the price at which NBT common stock would actually be trading at any time.

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	•	Austin Associates’ opinion does not address the relative merits of the merger and the other business strategies considered by CNB’s board, nor does it address the CNB’s board decision to proceed with the merger.
	•	Austin Associates’ opinion to CNB’s board rendered in connection with the merger does not constitute a recommendation to any CNB shareholder as to how he or she should vote at the special meeting.

	•	that the merger will be accounted for as a purchase in accordance with generally accepted accounting principles;
	•	that all material governmental, regulatory and other consents and approvals necessary for the consummation of the merger would be obtained without any adverse effect on CNB, NBT or on the anticipated benefits of the merger;
	•	that CNB had provided it with all of the information prepared by CNB or its other representatives that might be material to Austin Associates in its review; and
	•	that the financial projections it reviewed were reasonably prepared on a basis reflecting the best currently available estimates and judgment of the management of CNB as to the future operating and financial performance of CNB.

	•	the merger agreement;
	•	audited financial statements of NBT for the five years ended December 31, 2004, and unaudited statements for the three months ended March 31, 2005;

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	•	audited financial statements of CNB for the five years ended December 31, 2004, and unaudited statements for the three months ended March 31, 2005; and
	•	financial and operating information with respect to the business, operations and prospects of NBT and CNB.

	•	held discussions with members of the senior management of NBT and CNB regarding the historical and current business operations, financial condition and future prospects of their respective companies;
	•	reviewed the historical market prices and trading activity for the common stock of NBT and CNB, and compared the market activity of NBT’s common stock with that of certain publicly traded companies which it deemed to be relevant;
	•	compared the results of operations of NBT and CNB with those of certain financial institutions which it deemed to be relevant;
	•	compared the financial terms of the merger with the financial terms, to the extent publicly available, of other recent business combinations of financial institutions;
	•	analyzed the pro forma equivalent financial impact of the merger to CNB per share data; and
	•	conducted such other studies, analyses, inquiries and examinations as Austin Associates deemed appropriate.

	•	223 percent of book value at March 31, 2005;
	•	270 percent of tangible book value at March 31, 2005;

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	•	21.1 times core net income (adjusted to exclude security gains or losses) for the 12 months ended March 31, 2005;
	•	a 17.8 percent premium over tangible book value as a percent of core deposits as of March 31, 2005; and
	•	a 44.8 percent premium over the closing stock price of CNB on June 12, 2005 (the day prior to executing the agreement)

						Median for
						New York
		CNB				Peer Group
LTM Core Return on Average Assets			1.01%				0.98%
LTM Core Return on Average Equity			10.57%				10.95%
LTM Efficiency Ratio			62.1%				63.4%
Leverage Ratio			7.89%				6.77%
Nonperforming Assets/ Total Assets			0.04%				0.24%

Company Name

Ticker

City

State

Community Bank System, Inc.

CBU

DeWitt

NY

F.N.B. Corporation

FNB

Hermitage

PA

First Commonwealth Financial Corporation

FCF

Indiana

PA

Harleysville National Corporation

HNBC

Harleysville

PA

National Penn Bancshares, Inc.

NPBC

Boyertown

PA

Provident Bankshares Corporation

PBKS

Baltimore

MD

S&T Bancorp, Inc.

STBA

Indiana

PA

Signature Bank

SBNY

New York

NY

Sun Bancorp, Inc.

SNBC

Vineland

NJ

Susquehanna Bancshares, Inc.

SUSQ

Lititz

PA

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		NBT								Median Peer Group
						Five-Year								Five-Year
		LTM				Average				LTM				Average
		March 31, 2005				Ending 2004				March 31, 2005				Ending 2004
Core Return on Average Assets			1.21%				1.02%				1.19%				1.05%
Core Return on Average Equity			15.61%				13.32%				12.14%				12.46%
Efficiency Ratio			54.7%				56.6%				58.0%				59.1%
Tangible Equity/ Tangible Assets			6.36%				6.83%				5.88%				7.05%
Nonperforming Assets/ Assets			0.42%				0.76%				0.37%				0.58%

		NBT				Median Peer Group
Market Price to Core LTM EPS			15.0				15.8
Market Price to Book Value			233	%			188	%
Market Price to Tangible Book Value			279	%			279	%
Dividend Yield			3.3	%			3.2	%

Note:	Pricing multiples based on June 12, 2005 closing stock price.

						Median				Median
						New York				Mid-Atlantic
						Comparable				Comparable
		NBT/CNB(1)				Transactions(3)				Transactions(15)
Seller’s Financial Performance
Total Assets		$	419,447			$	276,492			$	474,902
Tangible Equity/ Tangible Assets			7.89	%			7.23	%			7.54	%
Return on Average Assets			1.01	%			0.89	%			0.94	%
Return on Average Equity			10.57	%			10.66	%			11.04	%
Nonperforming Assets/ Assets			0.04	%			0.25	%			0.26	%
Deal Transaction Multiples
Price/ Earnings Multiple			21.1				18.3				27.3
Price/ Tangible Book Value Ratio			270	%			218	%			301	%
Premium/ Core Deposits			17.8	%			10.4	%			21.6	%

(1)	CNB’s financial performance and deal transaction multiples based on LTM core net income ending March 31, 2005

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			CNB				NBT
Pro Forma Ownership(1)				10.1%				89.9%
Income Statement
	2004 Core Net Income			7.8%				92.2%
	March 31, 2005 LTM Core Net Income			7.6%				92.4%
Balance Sheet as of March 31, 2005
	Total Assets			9.0%				91.0%
	Total Loans			6.3%				93.7%
	Total Deposits			9.6%				90.4%
	Total Shareholders’ Equity			11.0%				89.0%
	Tangible Shareholders’ Equity			10.9%				89.1%

(1)	Ownership percentage shown assumes an all-stock exchange; the actual consideration will be 55% stock and 45% cash.

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	•	by mutual written agreement of NBT and CNB;
	•	by either NBT or CNB if the merger has not occurred on or before March 31, 2006, and such failure to close is not due to the terminating party’s material breach of any representation, warranty, covenant or other agreement contained in the merger agreement;
	•	by NBT or CNB if CNB stockholders do not approve the merger agreement and merger;
	•	by a non-breaching party if the other party (1) breaches any covenants or undertakings contained in the merger agreement or (2) breaches any representations or warranties contained in the merger agreement, in each case if such breach has not been cured within thirty days after notice from the terminating party and which breach would, with certain exceptions, be reasonably expected to result in a material adverse effect with respect to the breaching party;
	•	by either party if any required regulatory approvals for consummation of the merger or the bank merger is not obtained;
	•	by NBT, if CNB shall have received a “superior proposal” (as defined in the merger agreement), and the CNB board of directors shall have entered into an acquisition agreement with respect to a superior proposal, terminates the merger agreement, fails to recommend that the stockholders of CNB approve the merger agreement or has withdrawn, modified or qualified such recommendation in a manner which is adverse to NBT; and
	•	by CNB, if the board of directors of CNB has made a determination to accept a superior proposal which has been received and considered by CNB in compliance with the applicable terms of the merger agreement, provided that CNB has notified NBT of the material terms and conditions of the superior proposal (including the identity of the person making the superior proposal and whether CNB intends to enter into a definitive agreement with respect to the superior proposal) at least five business days in advance of any such termination of CNB’s entry into a definitive agreement with respect to the superior proposal and given NBT the opportunity during such period, if NBT elects in its sole discretion, to negotiate amendments to the merger agreement which would enable CNB to proceed with the proposed merger with NBT.

	•	the average of the daily closing sales price of NBT common stock for the five consecutive trading days immediately preceding the determination date (the “NBT market value”) is less than the product of 0.85 and the average of the daily closing sales price of NBT common stock on the five

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		trading days immediately preceding the public announcement of the merger agreement (the “initial NBT market value”); and
	•	the number obtained by dividing the NBT market value on the determination date by the initial NBT market value is less than the quotient obtained by dividing the sum of the average of the daily closing sales prices for the five consecutive trading days immediately preceding the determination date of a group of financial institution holding companies listed in the merger agreement, given the appropriate weighting included in the merger agreement (the “final index price”) by the sum of the average of the daily closing sales price of those weighted financial institution holding companies on the trading day immediately preceding the public announcement of the merger agreement (the “initial index price”), minus 0.15 (such number, the “index ratio”).

	•	a U.S. citizen or resident, as determined for U.S. federal income tax purposes;
	•	a corporation created or organized in or under the laws of the United States or any political subdivision thereof;
	•	an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or
	•	a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust.

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	•	tax-exempt organizations;
	•	mutual funds;
	•	dealers in securities or foreign currencies;
	•	banks or other financial institutions;
	•	insurance companies;
	•	non-United States persons;
	•	shareholders who acquired shares of CNB’s common stock through the exercise of options or otherwise as compensation or through a qualified retirement plan;
	•	shareholders who are subject to the alternative minimum tax;
	•	shareholders who hold shares of CNB’s common stock as part of a straddle, hedge, constructive sale or conversion transaction;
	•	traders in securities who elect to apply a mark-to-market method of accounting; and
	•	holders that do not hold their CNB common stock as capital assets.

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38

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39

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40

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41

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	Change of Control Agreements and Agreement for Supplemental Retirement Benefits

42

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	Agreement and General Release

43

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	New Retention Agreements with Messrs. Frank, Bradt and Doherty

	Appointment of Timothy E. Delaney and Brian K. Hanaburgh to the Board of Directors of NBT Bank; Creation of Advisory Board

	Appointment to Advisory Board

	Indemnification

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		Shares of				Percent of
		Common Stock				Common Stock
Named Officers and Directors*		Beneficially Owned				Outstanding
William N. Smith			82,275	(1)			3.66
Brian K. Hanaburgh			2,311	(2)			0.10
Richard D. Ruby			6,292	(3)			0.28
John J. Daly			400				0.02
John C. Miller			75,000				3.34
Robert L. Maider			10,233	(4)			0.46
Timothy E. Delaney			11,368	(5)			0.51
George A. Morgan			50,070	(6)			2.27
Clark D. Subik			9,948	(7)			0.44
Deborah H. Rose			7,474	(8)			0.33
Thomas E. Hoye, III			13,652	(9)			0.61
Beneficial Ownership by all Directors and Executive Officers as a Group			302,747				13.47	%

*	Except as indicated in the notes below, each person has sole voting and investment power with respect to the shares listed as being beneficially owned by him or her. In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of common stock if that person has or shares voting power or investment power over the security, or has the right to acquire beneficial ownership at any time within 60 days from July 13, 2005. For this table, voting power includes the power to vote or direct the voting of shares and investment power includes the power to dispose or direct the disposition of shares.
(1)	Includes 77,736 shares issuable upon the exercise of exercisable stock options.
(2)	Includes 717 shares owned individually by his spouse.
(3)	Includes 2,850 shares issuable upon the exercise of exercisable stock options.
(4)	Includes 1,489 shares owned individually by his spouse.
(5)	Includes 2,850 shares issuable upon the exercise of exercisable stock options, and 8,073 shares owned jointly with spouse.
(6)	Includes 48,093 shares issuable upon the exercise of exercisable stock options.
(7)	Includes 1,111 shares owned jointly with spouse, and 750 shares owned individually by his spouse.
(8)	Includes 555 shares owned jointly with spouse.
(9)	Includes 7,223 shares in the name of First Credit Corporation, 300 shares owned individually by his spouse, and 4,140 shares in a Money Purchase and Profit Sharing Plan.

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		CNB Stockholders’ Rights		NBT Stockholders’ Rights
Authorized and outstanding stock		Authorized: 5,000,000 shares of common stock, par value $2.50 per share. Outstanding: [     ] shares of common stock as of the date of this document.		Authorized: 50,000,000 shares of common stock, par value $.01 per share, 2,500,000 shares of preferred stock, par value $.01 per share. Outstanding: [     ] shares of common stock as of the date of this document, no shares of preferred stock.
Special meetings of shareholders		Special meetings of the stockholders may be called at any time by the board of directors, the chairperson of the board, the president, or by the shareholders entitled to cast at least 25% of the vote which all shareholders are entitled to cast at the particular meeting.		Special meetings may be called by the board of directors or the chairman of the board, or if there is none, by the president, or by the holders of at least 50% of all shares entitled to vote at the meeting.
Inspection of voting lists of stockholders		Under New York law, a stockholder of record has a right to inspect the stockholder minutes and record of stockholders, during usual business hours, on at least five days’ written demand. The examination of the stockholder minutes and record of stockholders must be for a purpose reasonably related to the stockholder’s interest as a stockholder. A list of stockholders as of the record date shall be		Stockholders may inspect a list of stockholders at least ten days before the meeting for which the list was prepared and at the time and place of the meeting and during the whole time of the meeting.

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		CNB Stockholders’ Rights		NBT Stockholders’ Rights
		produced at any meeting of stockholders upon the request of any stockholder.
Vacancies on the board of directors and additional directors		Stockholders may fill vacancies at a Stockholders’ meeting. By a vote of a majority of the directors then in office, the board of directors may fill any vacancies in the board of directors for any reason and any newly created directorship from any increase in the number of directors (which increase is limited to no more than two members per year). Any director so chosen shall serve until the next annual or special meeting of stockholders and until his or her successor is elected and qualified.		Stockholders may fill vacancies at a stockholders’ meeting. Directors may fill vacancies by a majority vote of the directors then in office. The director chosen by the current directors to fill the vacancy holds the office until the time of the next election of directors, at which point the stockholders shall fill the vacancy for the remainder of the unexpired term of office. Directors may also fill newly- created directorships other than an increase by more than three in the number of directors. Any director appointed to the board of directors by reason of increase in the number of directors shall serve until the successor is elected and qualified.
Cumulative Voting for Directors		No such rights exist.		No such rights exist.
Classification of the Board of Directors		The CNB Board is divided into three classes, with directors in each class being elected for staggered three-year terms.		The NBT board is divided into three classes, with directors in each class being elected for staggered three-year terms.
Removal of Directors		Directors may be removed for cause by a vote of the stockholders.		Stockholders may remove a director only for cause by the affirmative vote of a majority in voting power of the stockholders entitled to vote and to be present at the meeting called for such purpose.
Liability of Directors		Directors are not personally liable to CNB or its stockholders for monetary damages for any action taken or for any failure to take any action, unless (1) his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law, (2) he or she personally gained in fact a financial profit or		Directors are not personally liable to NBT or its stockholders for monetary damages for breaches of fiduciary duty, except (1) for breach of the director’s duty of loyalty, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or

47

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		CNB Stockholders’ Rights		NBT Stockholders’ Rights
		other advantage to which he or she was not legally entitled or (3) his or her acts violated Section 719 of the New York Business Corporation Law.		unlawful stock purchases or redemptions or (4) for any transaction where the director received an improper personal benefit.
Indemnification of directors and officers		A CNB director or officer is entitled to indemnification if such person acted, in good faith, for a purpose which he or she reasonably believed to be in the best interests of the corporation, and in criminal actions, had no reasonable cause to believe that his or her conduct was unlawful.		An NBT director is entitled to indemnification if he or she acted in good faith and in a manner in which he or she reasonably believed to be in, or not opposed to, the best interest of NBT and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Restrictions upon certain business transactions		Any business combination involving CNB or a subsidiary and an interested stockholder or affiliate of such interested stockholder requires the affirmative vote of the holders of 75% of the outstanding shares of CNB common entitled to vote. An interested stockholder is any person who beneficially owns 5% or more of CNB’s voting stock. However, the above voting requirement will not apply to a business combination involving an interested stockholder or its affiliates if the business combination is approved by 75% of the directors who were directors prior to the time when the interested stockholder became an interested stockholder and the transaction meets other specific requirements outlined in the certificate of incorporation.		Any business combination involving NBT or a subsidiary and a major stockholder or affiliate requires the affirmative vote of the holders of not less than 80% of the outstanding shares of NBT common stock, excluding the shares owned by the major stockholder and its affiliates. The certificate defines “major stockholder” as any person who beneficially owns 5% or more of NBT’s voting stock. However, such an affirmative vote will not apply to a business combination involving a major stockholder or its affiliate if the business combination is approved by two-thirds of the directors who were directors prior to the time when the major stockholder became a major stockholder.
Stockholder Rights Plan		None.		NBT has a stockholder rights plan, which is designed to ensure that a potential acquirer of NBT will negotiate with the NBT board and that all NBT stockholders will be treated equitably in the event of a takeover attempt. The rights

48

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		CNB Stockholders’ Rights		NBT Stockholders’ Rights
				issued under the plan have certain anti-takeover effects.
Amendments to certificate of incorporation		Amendments generally require the approval of the board of directors and the approval of a majority of the outstanding stock entitled to vote upon the amendment. However, the approval by 75% of the outstanding shares of common stock is required to amend the corporation’s articles regarding preemptive rights, opposition to tender offers, business combinations, director liability, and amendment of the corporation’s articles, except if the amendment is approved by 75% of the continuing directors, then approval by a majority of the outstanding shares is required.		Amendments generally require the approval of the board of directors and the approval of the holders of a majority of the outstanding stock entitled to vote upon the amendment. Any amendment to those provisions of the certificate of incorporation that relate to business combinations involving NBT or a subsidiary and a major stockholder or affiliate require the affirmative vote of at least 80% of the outstanding shares of voting stock, and if there is a major stockholder, such 80% vote must include the affirmative vote of at least 80% of the outstanding shares of voting stock held by stockholders other than the major stockholder and its affiliates.
Amendments to bylaws		A majority of the directors may make, amend or repeal the bylaws.		A majority of the directors, or stockholders holding a majority of the outstanding shares entitled to vote, may make, amend or repeal the bylaws. The NBT bylaws permit the stockholders to adopt, approve or designate bylaws that may not be amended, altered or repealed except by a specified percentage in interest of all of the stockholders or of a particular class of stockholders.

	Authorized Capital Stock

49

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	Common Stock

	Preferred Stock

50

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51

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	•	the acquisition would result in a monopoly or substantially lessen competition;
	•	the financial condition of the acquiring person might jeopardize the financial stability of the institution;
	•	the effectiveness of the depository institutions involved in combating money laundering activities or
	•	the competence, experience or integrity of any acquiring person or any of the proposed management personnel indicates that it would not be in the interest of the depositors or the public to permit the acquisition of control by that person.

	•	the financial resources and future prospects of the companies and banks concerned, and the convenience and needs of the community to be served;
	•	the managerial resources of a company or bank, including the competence, experience, and integrity of officers, directors, and principal shareholders;
	•	the company’s record of meeting the credit needs of its entire community, including low-and moderate-income neighborhoods; and
	•	the effectiveness of the company in combating money laundering activities.

52

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53

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Filings		Period of Report or Date Filed
• Annual Report on Form 10-K		Year ended December 31, 2004
• Quarterly Report on Form 10-Q		Quarter ended March 31, 2005
• Current Reports on Form 8-K		June 14, 2005
• The description of NBT common stock contained in NBT’s Registration Statement on Form 8-A, including any amendment or report filed for the purpose of updating such description		November 29, 2004

Filings		Period of Report or Date Filed
• Annual Report on Form 10-K		Year ended December 31, 2004
• Quarterly Report on Form 10-Q		Quarter ended March 31, 2005
• Current Reports on Form 8-K		June 14, 2005
• The description of CNB common stock contained in CNB’s Current Report on Form 8-K, including any amendment or report filed for the purpose of updating such description		July 15, 1999

54

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	•	adverse changes or conditions in capital or financial markets;
	•	general risks associated with the delivery of financial products and services;
	•	fluctuating investment returns;
	•	adverse changes in interest rates;
	•	rapid technological changes;
	•	increased competition;
	•	less favorable general economic conditions, either nationally or in the markets where the entities are or will be doing business;
	•	change in any applicable law, rule, regulation or practice with respect to tax or accounting issues or otherwise;
	•	the failure to achieve anticipated cost savings or to achieve such savings in a timely manner;
	•	greater costs, customer loss and business disruption in connection with the acquisition or the integration of our companies than expected;
	•	failure to obtain governmental approvals without adverse regulatory conditions;
	•	difficulties associated with achieving expected future financial results; and
	•	failure of CNB’s shareholders to approve the acquisition.

55

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56

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ARTICLE I  Certain Definitions					A-1
1.1.		Certain Definitions			A-1
ARTICLE II  The Merger					A-6
2.1.		Merger			A-6
2.2.		Closing; Effective Time			A-6
2.3.		Certificate of Incorporation and Bylaws			A-6
2.4.		Directors and Officers of Surviving Corporation			A-6
2.5.		Effects of the Merger			A-6
2.6.		Tax Consequences			A-6
2.7.		Possible Alternative Structures			A-7
2.8.		Additional Actions			A-7
ARTICLE III  Conversion of Shares					A-7
3.1.		Conversion of CNB Common Stock; Merger Consideration			A-7
3.2.		Election Procedures			A-9
3.3.		Procedures for Exchange of CNB Common Stock			A-10
3.4.		Treatment of CNB Options			A-12
3.5.		Bank Merger			A-13
3.6.		Reservation of Shares			A-13
ARTICLE IV  Representations and Warranties of CNB					A-14
4.1.		Standard			A-14
4.2.		Organization			A-14
4.3.		Capitalization			A-15
4.4.		Authority; No Violation			A-15
4.5.		Consents			A-16
4.6.		Financial Statements			A-16
4.7.		Taxes			A-17
4.8.		No Material Adverse Effect			A-17
4.9.		Material Contracts; Leases; Defaults			A-17
4.10.		Ownership of Property; Insurance Coverage			A-18
4.11.		Legal Proceedings			A-19
4.12.		Compliance With Applicable Law			A-19
4.13.		Employee Benefit Plans			A-20
4.14.		Brokers, Finders and Financial Advisors			A-22
4.15.		Environmental Matters			A-22
4.16.		Loan Portfolio			A-23
4.17.		Related Party Transactions			A-24
4.18.		Deposits			A-24
4.19.		Antitakeover Provisions Inapplicable; Required Vote			A-24
4.20.		Registration Obligations			A-24
4.21.		Risk Management Instruments			A-25
4.22.		Fairness Opinion			A-25
4.23.		Intellectual Property			A-25

A-i

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4.24.		Duties as Fiduciary			A-25
4.25.		Employees; Labor Matters			A-25
4.26.		CNB Information Supplied			A-26
4.27		Securities Documents			A-26
4.28.		Internal Controls			A-26
4.29.		Bank Owned Life Insurance			A-26
4.30.		American Jobs Creation Act			A-26
4.31.		Termination of Adirondack Advisory Board			A-26
ARTICLE V  Representations and Warranties of NBT					A-27
5.1.		Standard			A-27
5.2.		Organization			A-27
5.3.		Capitalization			A-28
5.4.		Authority; No Violation			A-28
5.5.		Consents			A-29
5.6.		Financial Statements			A-29
5.7.		No Material Adverse Effect			A-29
5.8.		Legal Proceedings			A-29
5.9.		Securities Documents			A-30
5.10.		Antitakeover Provisions Inapplicable			A-30
5.11.		NBT Common Stock			A-30
ARTICLE VI  Covenants of CNB					A-30
6.1.		Conduct of Business			A-30
6.2.		Current Information			A-34
6.3.		Access to Properties and Records			A-34
6.4.		Financial and Other Statements			A-35
6.5.		Maintenance of Insurance			A-35
6.6.		Disclosure Supplements			A-36
6.7.		Consents and Approvals of Third Parties			A-36
6.8.		All Reasonable Efforts			A-36
6.9.		Failure to Fulfill Conditions			A-36
6.10.		No Solicitation			A-36
6.11.		Reserves and Merger-Related Costs			A-37
6.12.		Board of Directors and Committee Meetings			A-37
6.13.		Transaction Expenses of CNB			A-37
ARTICLE VII  Covenants of NBT					A-38
7.1.		Conduct of Business			A-38
7.2.		Current Information and Consultation			A-38
7.3.		Financial and Other Statements			A-38
7.4.		Disclosure Supplements			A-38
7.5.		Consents and Approvals of Third Parties			A-38
7.6.		All Reasonable Efforts			A-38
7.7.		Failure to Fulfill Conditions			A-38
7.8.		Employee Benefits			A-39
7.9.		Directors and Officers Indemnification and Insurance			A-41
7.10.		Stock Listing			A-42

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7.11.		Stock and Cash Reserve			A-42
7.12.		Communications to CNB Employees; Training			A-43
7.13.		Advisory Board			A-43
ARTICLE VIII  Regulatory and Other Matters					A-43
8.1.		Meeting of Shareholders			A-43
8.2.		Proxy Statement-Prospectus; Merger Registration Statement			A-43
8.3.		Regulatory Approvals			A-44
8.4.		Affiliates			A-44
ARTICLE IX  Closing Conditions					A-45
9.1.		Conditions to Each Party’s Obligations under this Agreement			A-45
9.2.		Conditions to the Obligations of NBT under this Agreement			A-46
9.3.		Conditions to the Obligations of CNB under this Agreement			A-46
ARTICLE X  The Closing					A-47
10.1.		Time and Place			A-47
10.2.		Deliveries at the Pre-Closing and the Closing			A-47
ARTICLE XI  Termination, Amendment and Waiver					A-47
11.1.		Termination			A-47
11.2.		Effect of Termination			A-50
11.3.		Amendment, Extension and Waiver			A-51
ARTICLE XII  Miscellaneous					A-52
12.1.		Confidentiality			A-52
12.2.		Public Announcements			A-52
12.3.		Survival			A-52
12.4.		Notices			A-52
12.5.		Parties in Interest			A-53
12.6.		Complete Agreement			A-53
12.7.		Counterparts			A-53
12.8.		Severability			A-53
12.9.		Governing Law			A-53
12.10.		Interpretation			A-53
12.11.		Specific Performance			A-54
12.12.		Waiver of Trial by Jury			A-54
Exhibit A		Form of Agreement and Plan of Bank Merger (omitted)
Exhibit B		Affiliates Agreement (omitted)

A-iii

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A-1

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A-2

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A-3

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A-4

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A-5

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A-6

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	3.1.1.     Each share of NBT Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding following the Effective Time and shall be unchanged by the Merger.
	3.1.2.     All shares of CNB Common Stock held in the treasury of CNB and each share of CNB Common Stock owned by NBT prior to the Effective Time (other than shares held in a fiduciary capacity or in connection with debts previously contracted) (“Treasury Stock”), shall, at the Effective Time, cease to exist, and such shares, including any Certificates therefor, shall be canceled as promptly as practicable thereafter, and no payment or distribution shall be made in consideration therefor.
	3.1.3.     Each outstanding share of CNB Common Stock with respect to which an election to receive NBT Common Stock has been effectively made and not revoked or lost, pursuant to Section 3.2.3 (a “Stock Election”), shall be converted into the right to receive 1.64 (the “Exchange

A-7

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	Ratio”) shares of NBT Common Stock, subject to adjustment as provided in Section 3.1.9 (the “Stock Consideration”) (collectively, the “Stock Election Shares”).
	3.1.4.     Each outstanding share of CNB Common Stock with respect to which an election to receive cash has been effectively made and not revoked or lost, pursuant to Section 3.2.3 (a “Cash Election”), shall be converted into the right to receive a cash payment, without interest, equal to $38.00 (the “Cash Consideration”) (collectively, the “Cash Election Shares”).
	3.1.5.     for each share of CNB Common Stock other than as to which a Cash Election or a Stock Election has been effectively made and not revoked or lost, pursuant to Section 3.2.3 (collectively, “Non-Election Shares”), the right to receive from NBT such Stock Consideration and/or Cash Consideration as is determined in accordance with Section 3.2.
	3.1.6.     Each outstanding share of CNB Common Stock, the holder of which has perfected his right to dissent under Sections 623 and 910 of the NYBCL and has not effectively withdrawn or lost such right as of the Effective Time (the “Dissenting Shares”), shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by Sections 623 and 910 of the NYBCL. CNB shall give NBT prompt notice upon receipt by CNB of any such demands for payment of the fair value of such shares of CNB Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”), and NBT shall have the right to participate in all negotiations and proceedings with respect to any such demands. CNB shall not, except with the prior written consent of NBT, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Shareholder as may be necessary to perfect appraisal rights under the NYBCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Company.
	3.1.7.     If any Dissenting Shareholder withdraws or loses (through failure to perfect or otherwise) his right to such payment at or prior to the Effective Time, such holder’s shares of CNB Common Stock shall be converted into a right to receive the Merger Consideration in accordance with the applicable provisions of this Agreement. If such holder withdraws or loses (through failure to perfect or otherwise) his right to such payment after the Effective Time, each share of CNB Common Stock of such holder shall be entitled to receive the Merger Consideration.
	3.1.8.     Upon the Effective Time, shares of CNB Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and shall thereafter by operation of this Section 3.1 represent only the right to receive the Merger Consideration and any dividends or distributions with respect thereto or any dividends or distributions with a record date prior to the Effective Time that were declared or made by CNB on such shares of CNB Common Stock in accordance with the terms of this Agreement on or prior to the Effective Time and which remain unpaid at the Effective Time.
	3.1.9.     In the event NBT changes (or establishes a record date for changing) the number of, or provides for the exchange of, all shares of NBT Common Stock issued and outstanding prior to the Effective Time as a result of a stock split, stock dividend, recapitalization, reclassification, or similar transaction with respect to all of the outstanding NBT Common Stock and the record date therefor shall be prior to the Effective Time, the NBT Common Stock portion of the Merger Consideration shall be proportionately and appropriately adjusted; provided, that for the avoidance of doubt the parties acknowledge that the foregoing is not intended to result in any such adjustment as a result of share repurchases or share issuances of NBT Common Stock by NBT under employee benefit plans maintained by NBT, pursuant to stock options or if NBT issues additional shares of NBT Common Stock and receives fair market value consideration for such shares.

A-8

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3.1.10.     No Fractional Shares. Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of NBT Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to NBT Common Stock shall be payable on or with respect to any fractional share interest, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of NBT. In lieu of the issuance of any such fractional share, NBT shall pay to each former holder of CNB Common Stock who otherwise would be entitled to receive a fractional share of NBT Common Stock, an amount in cash, rounded to the nearest cent and without interest, equal to the product of (i) the fraction of a share to which such holder would otherwise have been entitled and (ii) the average of the daily closing sales prices of a share of NBT Common Stock as reported on the NASDAQ National Market for the five consecutive trading days immediately preceding the Closing Date. For purposes of determining any fractional share interest, all shares of CNB Common Stock owned by a CNB shareholder shall be combined so as to calculate the maximum number of whole shares of NBT Common Stock issuable to such CNB shareholder.

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	(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or
	(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

A-10

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A-11

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A-12

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A-13

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A-14

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A-15

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A-16

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A-18

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A-19

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A-20

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	(A) Each of CNB and the CNB Subsidiaries, the Participation Facilities and to CNB’s Knowledge the Loan Properties are, and have been, in substantial compliance with, and are not liable under, any Environmental Laws;
	(B) CNB has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to CNB’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or any of the CNB Subsidiaries or any Participation Facility (x) for alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (y) relating to the presence of or release into the environment of any Materials of Environmental Concern (as defined herein), whether or not occurring at or on a site owned, leased or operated by it or any of the CNB Subsidiaries or any Participation Facility;
	(C) CNB has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to CNB’s Knowledge no such action is threatened, before any court, governmental agency or other forum relating to or against any Loan Property (or CNB or any of the CNB Subsidiaries in respect of such Loan Property) (x) relating to alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (y) relating to the presence of or release into the environment of any Materials of Environmental Concern, whether or not occurring at or on a site owned, leased or operated by a Loan Property;
	(D) To CNB’s Knowledge, the properties currently owned or operated by CNB or any CNB Subsidiary (including, without limitation, soil, groundwater or surface water on, or under the properties, and buildings thereon) are not contaminated with and do not otherwise contain any Materials of Environmental Concern other than as permitted under applicable Environmental Law;
	(E) Neither CNB nor any CNB Subsidiary has received any written notice, demand letter, executive or administrative order, directive or request for information from any federal, state, local or foreign governmental entity or any third party indicating that it may be in violation of, or liable under, any Environmental Law;

A-22

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	(F) To CNB’s Knowledge, there are no underground storage tanks on, in or under any properties owned or operated by CNB or any of the CNB Subsidiaries or any Participation Facility, and to CNB’s Knowledge, no underground storage tanks have been closed or removed from any properties owned or operated by CNB or any of the CNB Subsidiaries or any Participation Facility; and
	(G) To CNB’s Knowledge, during the period of (s) CNB’s or any of the CNB Subsidiaries’ ownership or operation of any of their respective current properties or (t) CNB’s or any of the CNB Subsidiaries’ participation in the management of any Participation Facility, there has been no contamination by or release of Materials of Environmental Concerns in, on, under or affecting such properties. To CNB’s Knowledge, prior to the period of (x) CNB’s or any of the CNB Subsidiaries’ ownership or operation of any of their respective current properties or (y) CNB’s or any of the CNB Subsidiaries’ participation in the management of any Participation Facility, there was no contamination by or release of Materials of Environmental Concern in, on, under or affecting such properties.
	(H) Neither CNB nor any other CNB Subsidiary has conducted any environmental studies during the past ten years (other than Phase I studies which did not indicate any contamination of the environment by Materials of Environmental Concern) with respect to any properties owned or leased by it or any of its Subsidiaries, or with respect to any Loan Property or any Participation Facility.

A-23

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A-25

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A-26

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A-27

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A-28

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A-29

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	(A) change or waive any provision of its Certificate of Incorporation (or Articles of Association in the case of City National Bank), Charter or Bylaws, except as required by law;
	(B) change the number of authorized or issued shares of its capital stock, issue any shares of CNB Common Stock that are held as Treasury Shares as of the date of this Agreement, or issue or grant any Right or agreement of any character relating to its authorized or issued capital stock or any securities convertible into shares of such stock, make any grant or award under the CNB Stock Benefit Plans, or split, combine or reclassify any shares of capital stock, or declare, set aside or pay any dividend or other distribution in respect of capital stock, or redeem or otherwise acquire any shares of capital stock, except that CNB may issue shares of CNB Common Stock upon the valid

A-30

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	exercise, in accordance with the information set forth in CNB Disclosure Schedule 4.3.1, of presently outstanding CNB Options issued under the CNB Stock Benefit Plans, and (ii) CNB may declare and pay its regular quarterly cash dividend of $0.21 per share with payment and record dates consistent with past practice (provided that the declaration of the last quarterly dividend by CNB prior to the Effective Time and the payment thereof shall be coordinated with NBT so that holders of CNB Common Stock do not receive dividends on both CNB Common Stock and NBT Common Stock received in the Merger in respect of such quarter or fail to receive a dividend on at least one of the CNB Common Stock or NBT Common Stock received in the Merger in respect of such quarter).
	(C) enter into, amend in any material respect or terminate any material contract or agreement (including without limitation any settlement agreement with respect to litigation) except in the ordinary course of business;
	(D) Make application for the opening or closing of any, or open or close any, branch or automated banking facility;
	(E) grant or agree to pay any bonus, severance or termination to, or enter into, renew or amend any employment agreement, severance agreement and/or supplemental executive agreement with, or increase in any manner the compensation or fringe benefits of, any of its directors, officers or employees, except (i) as may be required pursuant to commitments existing on the date hereof and set forth on CNB Disclosure Schedules 4.9.1 and 4.13.1 or as required pursuant to Section 7.8 of this Agreement, or (ii) as otherwise contemplated by this Agreement. If the Closing Date shall occur on or after January 1, 2006, CNB may provide employees (except for officers and Current CNB Employees (as defined in Section 7.8.2)) merit pay increases of no more than 4.0% of each respective employee’s annual base salary or hourly wage rate, as applicable, in the ordinary course of business consistent with past practices. If the Closing Date shall occur on or after January 1, 2006, each Current CNB Employee shall receive an increase in their respective annual base salary based on the following formula: the product of (x) .04 and (y) a fraction, the numerator of which is the number of days from January 1, 2006 to the respective anniversary date of the Current CNB Employee’s date of employment, and the denominator of which is 365. If the Closing Date shall occur on or before December 30, 2005, CNB may, immediately prior to the Closing Date, pay a prorated bonus to its then current officers and full-time employees (except for Current CNB Employees), in the amount of 4% of their 2005 annual base salary, consistent with its past practices; provided, however, that if the Closing Date shall occur on December 31, 2005, CNB may, on or before the Closing Date, pay a bonus to all of its then current officers and full-time employees, in the amount of 4% of their 2005 annual base salary, consistent with past practices. If the Closing Date shall occur on or after January 1, 2006, CNB may (xx) pay a bonus to all of its then current officers and full-time employees, in the amount of 4% of their 2005 annual base salary, consistent with past practices and (yy) immediately prior to the Closing Date, pay an additional prorated bonus to its then current officers and full-time employees (except for Current CNB Employees), in the amount of 4% of their 2006 annual base salary, consistent with past practices. Neither CNB nor any CNB Subsidiary shall hire or promote any employee to a rank having a title of vice president or other more senior rank or hire any new employee at an annual rate of compensation in excess of $20,000; provided, however, that a CNB Subsidiary may hire at-will, non-officer employees at an annual compensation rate not to exceed $20,000 to fill vacancies that may from time to time arise in the ordinary course of business; provided, further, that that neither CNB or any CNB Subsidiary shall hire any new employee without first seeking to fill any position internally and, failing that, through the use of temporary personnel. Neither CNB nor or any CNB Subsidiary shall pay expenses of any employee or director for attending conventions or similar meetings held after the date hereof;
	(F) enter into or, except as may be required by law, materially modify any pension, retirement, stock option, stock purchase, stock appreciation right, stock grant, savings, profit sharing, deferred compensation, supplemental retirement, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement related thereto, in respect of any of its directors, officers or employees; or make any contributions to any defined contribution or

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	defined benefit plan not in the ordinary course of business consistent with past practice, NBT acknowledging that CNB may immediately prior to the Closing Date make a final prorated contribution based on the number of days that have elapsed since January 1, 2005 and until the date on which the Closing Date shall occur, to the City National Bank and Trust Company of Gloversville Profit Sharing Plan of amounts accrued or to be accrued consistent with its normal prior monthly accruals for contribution to such plan, except as may be required by applicable law;
	(G) merge or consolidate CNB or any CNB Subsidiary with any other corporation; sell or lease all or any substantial portion of the assets or business of CNB or any CNB Subsidiary; make any acquisition of all or any substantial portion of the business or assets of any other Person other than in connection with foreclosures, settlements in lieu of foreclosure, troubled loan or debt restructuring, or the collection of any loan or credit arrangement between CNB, or any CNB Subsidiary, and any other Person; enter into a purchase and assumption transaction with respect to deposits and liabilities; incur deposit liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice and in keeping with prevailing competitive rates; permit the revocation or surrender by any CNB Subsidiary of its certificate of authority to maintain, or file an application for the relocation of, any existing branch office, or file an application for a certificate of authority to establish a new branch office;
	(H) sell or otherwise dispose of the capital stock of CNB or sell or otherwise dispose of any asset of CNB or of any CNB Subsidiary other than in the ordinary course of business consistent with past practice; except for transactions with the FHLB, subject any asset of CNB or of any CNB Subsidiary to a lien, pledge, security interest or other encumbrance (other than in connection with deposits, repurchase agreements, bankers acceptances, “pledges in connection with acceptance of governmental deposits, and transactions in “federal funds” and the satisfaction of legal requirements in the exercise of trust powers) other than in the ordinary course of business consistent with past practice; incur any indebtedness for borrowed money (or guarantee any indebtedness for borrowed money), except in the ordinary course of business consistent with past practice;
	(I) take any action which would result in any of the representations and warranties of CNB set forth in this Agreement becoming untrue as of any date after the date hereof or in any of the conditions set forth in Article IX hereof not being satisfied, except in each case as may be required by applicable law;
	(J) change its method, practice or principle of accounting, except as may be required from time to time by GAAP (without regard to any optional early adoption date) or regulatory accounting principles or by any Bank Regulator responsible for regulating CNB, City National Bank or any CNB Subsidiary;
	(K) waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing material agreement or indebtedness to which CNB or any CNB Subsidiary is a party;
	(L) purchase any securities, or purchase any other securities except securities (i) rated “A” or higher by either Standard & Poor’s Ratings Services or Moody’s Investors Service, (ii) having a face amount in the aggregate of not more than $500,000, (iii) with a weighted average life of not more than two years and (iv) otherwise in the ordinary course of business consistent with past practice;
	(M) except as specifically provided below, and except for commitments issued prior to the date of this Agreement which have not yet expired and which have been disclosed on the CNB Disclosure Schedule 6.1.2(M), and the renewal of existing lines of credit, make any new loan or other credit facility commitment (including without limitation, loan participations, lines of credit and letters of credit) to any borrower or group of affiliated borrowers in excess of $100,000 in the aggregate for unsecured loans and $500,000 in the aggregate for loans secured by assets other than real estate. In addition, the following require the prior consent of NBT: a residential loan of $500,000 or greater (except for residential loans sold as to which there is an agreement to sell on a non-recourse basis); a

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	construction loan of $2,000,000 or greater; an unsecured loan of $100,000 or greater; a secured commercial business loan of $500,000 or greater; and a commercial real estate loan of $2,000,000 or greater; or purchase, invest in or originate any finance lease or any loan secured by a lease of personal property;
	(N) enter into, renew, extend or modify any other transaction (other than a deposit transaction) with any Affiliate;
	(O) enter into any futures contract, option, interest rate caps, interest rate floors, interest rate exchange agreement or other agreement or take any other action for purposes of hedging the exposure of its interest-earning assets and interest-bearing liabilities to changes in market rates of interest;
	(P) except for the execution of this Agreement, and actions taken or which will be taken in accordance with this Agreement and performance thereunder, take any action that would give rise to a right of payment to any individual under any employment agreement;
	(Q) make any change in policies in existence on the date of this Agreement with regard to: the extension of credit, or the establishment of reserves with respect to the possible loss thereon or the charge off of losses incurred thereon; investments; asset/liability management; or other material banking policies in any material respect except as may be required by changes in applicable law or regulations, GAAP or regulatory accounting principles or by a Bank Regulator;
	(R) except for the execution of this Agreement, and the transactions contemplated therein, take any action that would give rise to an acceleration of the right to payment to any individual under any CNB Benefit Plan;
	(S) make any capital expenditures in excess of $25,000 individually or $50,000 in the aggregate, other than pursuant to binding commitments existing on the date hereof which are set forth on CNB Disclosure Schedule 6.1.2(S) and other than expenditures necessary to maintain existing assets in good repair;
	(T) purchase or otherwise acquire, or sell or otherwise dispose of, any assets or incur any liabilities other than in the ordinary course of business consistent with past practices and policies;
	(U) sell any participation interest in any loan (other than sales of loans secured by one- to four-family real estate that are consistent with past practice) unless NBT has been given the first opportunity and a reasonable time to purchase any loan participation being sold, or purchase any participation interest in any loan other than purchases of participation interests from NBT;
	(V) undertake or enter into any lease, contract or other commitment for its account, other than in the normal course of providing credit to customers as part of its banking business, involving a payment by CNB or any CNB Subsidiary of more than $25,000 annually, or containing any financial commitment extending beyond 12 months from the date hereof;
	(W) pay, discharge, settle or compromise any claim, action, litigation, arbitration or proceeding, other than any such payment, discharge, settlement or compromise in the ordinary course of business consistent with past practice that involves solely money damages in the amount not in excess of $25,000 individually or $50,000 in the aggregate, and that does not create negative precedent for other pending or potential claims, actions, litigation, arbitration or proceedings;
	(X) foreclose upon or take a deed or title to any commercial real estate without first conducting a Phase I environmental assessment of the property or foreclose upon any commercial real estate if such environmental assessment indicates the presence of Materials of Environmental Concern;
	(Y) purchase or sell any mortgage loan servicing rights other than in the ordinary course of business consistent with past practice;
	(Z) issue any broadly distributed communication of a general nature to employees (including general communications relating to benefits and compensation) without prior consultation with NBT

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	and, to the extent relating to post-Closing employment, benefit or compensation information without the prior consent of NBT (which shall not be unreasonably withheld, conditioned or delayed) or issue any broadly distributed communication of a general nature to customers without the prior approval of NBT (which shall not be unreasonably withheld), except as required by law or for communications in the ordinary course of business consistent with past practice that do not relate to the Merger or other transactions contemplated hereby;
	(AA) agree to do any of the foregoing.

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	9.1.1.     Shareholder Approval. This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the shareholders of CNB.
	9.1.2.     Injunctions. None of the parties hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction, and no statute, rule or regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any Governmental Entity or CNB Regulator, that enjoins or prohibits the consummation of the transactions contemplated by this Agreement.
	9.1.3.     Regulatory Approvals. All Regulatory Approvals required to complete the Merger and the Bank Merger shall have been obtained and shall remain in full force and effect and all waiting periods relating thereto shall have expired and no such approval, authorization or consent shall include any condition or requirement, excluding standard conditions that are normally imposed by the regulatory authorities in bank merger transactions, that would, in the good faith reasonable judgment of the Board of Directors of NBT, materially and adversely affect the business, operations, financial condition, property or assets of the combined enterprise of CNB, City National Bank, NBT or otherwise materially impair the value of CNB or City National Bank to NBT.
	9.1.4.     Effectiveness of Merger Registration Statement. The Merger Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Merger Registration Statement shall have been issued, and no proceedings for that purpose shall have been initiated or threatened by the SEC and, if the offer and sale of NBT Common Stock in the Merger is subject to the blue sky laws of any state, shall not be subject to a stop order of any state securities commissioner.
	9.1.5.     NASDAQ Listing. NBT shall have filed a notification form for the listing of the NBT Common Stock to be issued in the Merger.
	9.1.6.     Tax Opinions. On the basis of facts, representation and assumptions which shall be set forth in the certificates rendered pursuant to Section 2.6 and consistent with the state of facts existing at the Closing Date, NBT shall have received an opinion of Hogan & Hartson L.L.P., reasonably acceptable in form and substance to NBT, and CNB, shall have received an opinion of Shumaker, Loop & Kendrick, LLP, reasonably acceptable in form and substance to CNB, each dated as of the Closing Date, substantially to the effect that, for Federal income tax purposes:

	(A) The Merger, when consummated in accordance with the terms hereof, either will constitute a reorganization within the meaning of Section 368(a) of the Code or will be treated as part of a reorganization within the meaning of Section 368(a) of the Code; and
	(B) The Bank Merger will not adversely affect the Merger qualifying as a reorganization within the meaning of Section 368(a) of the Code.

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	9.2.1.     Representations and Warranties. Each of the representations and warranties of CNB set forth in this Agreement shall be true and correct as of the date of this Agreement and upon the Effective Time with the same effect as though all such representations and warranties had been made at the Effective Time (except to the extent such representations and warranties speak as of an earlier date, which only need be true and correct as of such earlier date), in any case subject to the standard set forth in Section 4.1; and CNB shall have delivered to NBT a certificate to such effect signed by the Chief Executive Officer and the Chief Financial Officer of CNB as of the Effective Time.
	9.2.2.     Agreements and Covenants. CNB and each CNB Subsidiary shall have performed in all material respects all obligations and complied in all material respects with all agreements or covenants to be performed or complied with by each of them at or prior to the Effective Time, and NBT shall have received a certificate signed on behalf of CNB by the Chief Executive Officer and Chief Financial Officer of CNB to such effect dated as of the Effective Time.
	9.2.3.     Regulatory Conditions. No Regulatory Approval required for consummation the Merger and Bank Merger includes any condition or requirement, excluding standard conditions that are normally imposed by the regulatory authorities in bank merger transactions, that could reasonably be expected by NBT to result in a Material Adverse Effect on CNB and its Subsidiaries, taken as a whole.
	9.2.4.     Permits, Authorizations, Etc. CNB and the CNB Subsidiaries shall have obtained any and all material permits, authorizations, consents, waivers, clearances or approvals required for the lawful consummation of the Merger and the Bank Merger, the failure of which to obtain would have a Material Adverse Effect on CNB, City National Bank, NBT or NBT Bank.
	9.2.5.     Leases. NBT shall have received written confirmation from the lessors of City National Bank’s branch facilities of NBT’s right to assume the leases on substantially the same terms and conditions as currently exist, of City National Bank’s branch facilities.
	9.2.6.     No Material Adverse Effect. There shall have been no changes, other than changes contemplated by this Agreement, in the business, operations, condition (financial or otherwise), assets or liabilities of CNB and the CNB Subsidiaries (regardless of whether or not such events or changes are inconsistent with the representations and warranties given herein) that individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect on CNB or the CNB Subsidiaries.
	CNB will furnish NBT with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Section 9.2 as NBT may reasonably request.

9.3.1.     Representations and Warranties. Each of the representations and warranties of NBT set forth in this Agreement shall be true and correct as of the date of this Agreement and upon the Effective Time with the same effect as though all such representations and warranties had been made at the Effective Time (except to the extent such representations and warranties speak as of an earlier date, which only need be true and correct as of such earlier date), in any case subject to the standard set forth in Section 5.1; and NBT shall have delivered to CNB a certificate to such effect signed by the Chief Executive Officer or Chief Operating Officer and the Chief Financial Officer of NBT as of the Effective Time.

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	9.3.2.     Agreements and Covenants. NBT shall have performed in all material respects all obligations and complied in all material respects with all agreements or covenants to be performed or complied with by each of them at or prior to the Effective Time, and CNB shall have received a certificate signed on behalf of NBT by the Chief Executive Officer or Chief Operating Officer and Chief Financial Officer of NBT to such effect dated as of the Effective Time.
	9.3.3.     Permits, Authorizations, Etc. NBT and its Subsidiaries shall have obtained any and all material permits, authorizations, consents, waivers, clearances or approvals required for the lawful consummation of the Merger and the Bank Merger, the failure of which to obtain would have a Material Adverse Effect on NBT and its Subsidiaries, taken as a whole.
	9.3.4.     Payment of Merger Consideration. NBT shall have delivered the Exchange Fund to the Exchange Agent on or before the Closing Date and the Exchange Agent shall provide CNB with a certificate evidencing such delivery.
	NBT will furnish CNB with such certificates of their officers or others and such other documents to evidence fulfillment of the conditions set forth in this Section 9.3 as CNB may reasonably request.

	11.1.1.     At any time by the mutual written agreement of NBT and CNB;
	11.1.2.     By either party (provided, that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement on the part of the other party, which breach by its nature cannot be cured prior to the Closing Date or shall not have been cured within 30 days after written notice of such breach by the terminating party to the other party, conditioned upon the defaulting party promptly commencing to cure the default and thereafter continuing to cure the default;

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	11.1.3.     By either party (provided, that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material failure to perform or comply with any of the covenants or agreements set forth in this Agreement on the part of the other party, which failure by its nature cannot be cured prior to the Closing Date or shall not have been cured within 30 days after written notice of such failure by the terminating party to the other party, conditioned upon the defaulting party promptly commencing to cure the default and thereafter continuing to cure;
	11.1.4.     At the election of either party, if the Closing shall not have occurred by the Termination Date, or such later date as shall have been agreed to in writing by NBT and CNB; provided, that no party may terminate this Agreement pursuant to this Section 11.1.4 if the failure of the Closing to have occurred on or before said date was due to such party’s material breach of any representation, warranty, covenant or other agreement contained in this Agreement;
	11.1.5.     By either party, if the shareholders of CNB shall have voted at the CNB Shareholders Meeting on the transactions contemplated by this Agreement and such vote shall not have been sufficient to approve and adopt such transactions;
	11.1.6.     By either party if (i) final action has been taken by a Bank Regulator whose approval is required in order to satisfy the conditions to the parties’ obligations to consummate the transactions contemplated hereby as set forth in Article IX, which final action (x) has become unappealable and (y) does not approve this Agreement or the transactions contemplated hereby, (ii) any court of competent jurisdiction or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and unappealable;
	11.1.7.     By the Board of Directors of NBT if CNB has received a Superior Proposal and the Board of Directors of CNB has entered into an acquisition agreement with respect to the Superior Proposal, terminated this Agreement, withdrawn its recommendation of this Agreement, has failed to make such recommendation or has modified or qualified its recommendation in a manner adverse to NBT.
	11.1.8.     By the Board of Directors of CNB if CNB has received a Superior Proposal and the Board of Directors of CNB has made a determination to accept such Superior Proposal; provided that CNB shall not terminate this Agreement pursuant to this Section 11.1.8 and enter into a definitive agreement with respect to the Superior Proposal until the expiration of five (5) business days following NBT’s receipt of written notice advising NBT that CNB has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing) identifying the person making the Superior Proposal and stating whether CNB intends to enter into a definitive agreement with respect to the Superior Proposal. After providing such notice, CNB shall provide a reasonable opportunity to NBT during the five-day period to make such adjustments in the terms and conditions of this Agreement as would enable CNB to proceed with the Merger on such adjusted terms.
	11.1.9     By CNB, if its Board of Directors so determines by a majority vote of the members of its entire Board, at any time during the five-day period commencing on the Determination Date, such termination to be effective on the 30th day following such Determination Date (“Effective Termination Date”), if both of the following conditions are satisfied:

	(i) the NBT Market Value on the Determination Date is less than the product of 0.85 and the Initial NBT Market Value; and
	(ii) (a) the number obtained by dividing the NBT Market Value on the Determination Date by the Initial NBT Market Value (“NBT Ratio”) shall be less than (b) the quotient obtained by dividing the Final Index Price by the Initial Index Price minus 0.15 (such number, the “Index Ratio”);

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	“Acquisition Transaction” shall mean (i) a merger or consolidation, or any similar transaction, involving the relevant companies, (ii) a purchase, lease or other acquisition of all or substantially all of the assets of the relevant companies, (iii) a purchase or other acquisition (including by way of merger, consolidation, share exchange or otherwise) of securities representing 10% or more of the voting power of the relevant companies; or (iv) agree or commit to take any action referenced above.
	“Determination Date” shall mean the first date on which all Regulatory Approvals (and waivers, if applicable) necessary for consummation of the Merger and the Bank Merger have been received.
	“Final Index Price” means the sum of the Final Prices for each company comprising the Index Group multiplied by the weighting set forth opposite such company’s name in the definition of Index Group below.
	“Final Price,” with respect to any company belonging to the Index Group, means the average of the daily closing sales prices of a share of common stock of such company (and if there is no closing sales price on any such day, then the mean between the closing bid and the closing asked prices on that day), as reported on the consolidated transaction reporting system for the market or exchange on which such common stock is principally traded, for the five consecutive trading days immediately preceding the Determination Date.
	“Index Group” means the financial institution holding companies listed below, the common stock of all of which shall be publicly traded and as to which there shall not have been an Acquisition Transaction involving such company publicly announced at any time during the period beginning on the date of this Agreement and ending on the Determination Date. In the event that the common stock of any such company ceases to be publicly traded or an Acquisition Proposal for such company to be acquired, or for such company to acquire another company in transaction with a value exceeding 25% of the acquiror’s market capitalization, is announced at any time during the period beginning on the date of this Agreement and ending on the Determination Date, such company will be removed from the Index Group, and the weights attributed to the remaining companies will be adjusted

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	proportionately for purposes of determining the Final Index Price and the Initial Index Price. The financial institution holding companies and the weights attributed to them are as follows:

Company Name		Index Weighting(%)				Index Price
First Niagara Financial Group, Inc.			18.5				2.46
Susquehanna Bancshares, Inc.			7.4				1.74
Northwest Bancorp, Inc. (MHC)			8.0				1.63
TrustCo Bank Corp NY			11.8				1.50
First Commonwealth Financial Corporation			11.1				1.49
S&T Bancorp, Inc.			4.2				1.51
National Penn Bancshares, Inc.			5.5				1.31
Community Bank System, Inc.			4.8				1.15
Harleysville National Corporation			4.2				0.96
Sterling Financial Corporation			4.6				0.93
Partners Trust Financial Group, Inc.			7.9				0.81
U.S.B. Holding Co., Inc.			3.2				0.75
F.N.B. Corporation			8.9				1.67
			100	%			17.91

	“Initial NBT Market Value” means the average of the daily closing sales prices of a share of NBT Common Stock, as reported on the Nasdaq National Market, on the five trading days immediately preceding the public announcement of this Agreement.
	“Initial Index Price” means the sum of the per share closing sales price of the common stock of each company comprising the Index Group multiplied by the applicable weighting, as such prices are reported on the consolidated transaction reporting system for the market or exchange on which such common stock is principally traded on the trading day immediately preceding the public announcement of this Agreement.
	If NBT or any company belonging to the Index Group declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date of this Agreement and the Determination Date, the prices for the common stock of such company shall be appropriately adjusted for the purposes of applying this Section 11.1.9.
	“NBT Market Value” shall be the average of the daily closing sales prices of a share of NBT Common Stock as reported on the Nasdaq National Market for the five consecutive trading days immediately preceding the Determination Date.

	(A) Except as provided below, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses.
	(B) In the event of a termination of this Agreement because of a willful breach of any representation, warranty, covenant or agreement contained in this Agreement, the breaching party

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	shall remain liable for any and all damages, costs and expenses, including all reasonable attorneys’ fees, sustained or incurred by the non-breaching party as a result thereof or in connection therewith or with respect to the enforcement of its rights hereunder.
	(C) If either party terminates this Agreement because of the failure to obtain Regulatory Approvals solely because of action taken by the Department of Justice due to antitrust concerns, then NBT shall pay it own and CNB’s reasonable costs and expenses (as documented pursuant to Section 6.13).
	(D) As a condition of NBT’s willingness, and in order to induce NBT to enter into this Agreement, and to reimburse NBT for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement, CNB hereby agrees to pay NBT, and NBT shall be entitled to payment of, a fee of $4,500,000 (the “Fee”), by wire transfer of same day funds on the earlier of (x) the date of termination or (y) within three business days after written demand for payment is made by NBT, as applicable, following the occurrence of any of the events set forth below:

	(i) CNB terminates this Agreement pursuant to Section 11.1.8 or NBT terminates this Agreement pursuant to Section 11.1.7; or
	(ii) The entering into a definitive agreement by CNB relating to an Acquisition Proposal or the consummation of an Acquisition Proposal involving CNB within one year after the occurrence of any of the following: (i) the termination of this Agreement by NBT pursuant to Section 11.1.2 or 11.1.3 because of a breach by CNB or any CNB Subsidiary; or (ii) the termination of this Agreement by NBT or CNB pursuant to Section 11.1.5 because of the failure of the shareholders of CNB to approve this Agreement at the CNB Shareholders Meeting after the occurrence of an Acquisition Proposal has been publicly announced or otherwise made known to the shareholders of CNB.

(E) If payment of the Fee pursuant to Section 11.2.2(D) is timely made, then NBT will not have any other rights or claims against CNB or its Subsidiaries, or their respective officers and directors, under this Agreement, it being agreed that the acceptance of the Fee under Section 11.2.2(D) will constitute the sole and exclusive remedy of NBT against CNB and its Subsidiaries and their respective officers and directors.

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If to CNB, to:		William N. Smith
		Chairman, President and CEO
		CNB Bancorp, Inc.
		10-24 North Main Street
		P.O. Box 873
		Gloversville, New York 12078-0873
With required copies to:		Martin D. Werner, Esq.
		Edwin L. Herbert, Esq.
		Shumaker, Loop & Kendrick, LLP
		1000 Jackson Street
		Toledo, Ohio 43624-1573
If to NBT, to:		Daryl R. Forsythe
		Chairman and Chief Executive Officer
		52 South Broad Street
		P.O. Box 351
		Norwich, New York 13815
With required copies to:		Stuart G. Stein, Esq.
		Hogan & Hartson L.L.P.
		555 13th Street, N.W.
		Washington, DC 20004

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	NBT Bancorp Inc.

	By:	/s/ Martin A. Dietrich

	Name: Martin A. Dietrich
	Title:   President
	CNB Bancorp, Inc.

	By:	/s/ William N. Smith

	Name: William N. Smith

	Title:	Chairman, President and

	Chief Executive Officer

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		7205 West Central Avenue Toledo, Ohio 43617 (419) 841-8521 FAX: (419) 841-8380 www.austinassociates.com

	(i)	Reviewed the audited financial statements of CNB and NBT for each of the years-ended December 31, 2003 and 2004;
	(ii)	Reviewed the unaudited financial statements of CNB and NBT for the three- and twelve-month period ending March 31, 2005;
	(iii)	Reviewed certain other internal information, primarily financial in nature, relating to the respective businesses, earnings and balance sheets of CNB and NBT provided to us or publicly available for purposes of our analysis;
	(iv)	Held discussions with management of CNB and NBT pertaining to the respective business strategies, prospects for the future, including expected financial results, and expectations relating to the proposed merger;
	(v)	Reviewed the terms, to the extent publicly available, of certain other transactions, which we deemed relevant for purposes of this opinion; and
	(vi)	Reviewed the Agreement and related documents.

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	Respectfully,
	Austin Associates, LLC

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	(1) The corporation shall, within twenty days after the expiration of whichever is applicable of the two periods last mentioned, institute a special proceeding in the supreme court in the judicial district in which the office of the corporation is located to determine the rights of dissenting shareholders and to fix the fair value of their shares. If, in the case of merger or consolidation, the surviving or new corporation is a foreign corporation without an office in this state, such proceeding shall be brought in the county where the office of the domestic corporation, whose shares are to be valued, was located.
	(2) If the corporation fails to institute such proceeding within such period of twenty days, any dissenting shareholder may institute such proceeding for the same purpose not later than thirty days after the expiration of such twenty day period. If such proceeding is not instituted within such thirty day period, all dissenter’s rights shall be lost unless the supreme court, for good cause shown, shall otherwise direct.
	(3) All dissenting shareholders, excepting those who, as provided in paragraph (g), have agreed with the corporation upon the price to be paid for their shares, shall be made parties to such proceeding, which shall have the effect of an action quasi in rem against their shares. The corporation shall serve a copy of the petition in such proceeding upon each dissenting shareholder who is a resident of this state in the manner provided by law for the service of a summons, and upon each nonresident dissenting shareholder either by registered mail and publication, or in such other manner as is permitted by law. The jurisdiction of the court shall be plenary and exclusive.
	(4) The court shall determine whether each dissenting shareholder, as to whom the corporation requests the court to make such determination, is entitled to receive payment for his shares. If the corporation does not request any such determination or if the court finds that any dissenting shareholder is so entitled, it shall proceed to fix the value of the shares, which, for the purposes of this section, shall be the fair value as of the close of business on the day prior to the shareholders’ authorization date. In fixing the fair value of the shares, the court shall consider the nature of transaction giving rise to the shareholder’s right to receive payment for shares and its effects on the corporation and its shareholders, the concepts and methods then customary in the relevant securities and financial markets for determining fair value of shares of a corporation engaging in a similar transaction under comparable circumstances and all other relevant factors. The court shall determine the fair value of the shares without a jury and without referral to an appraiser or referee. Upon application by the corporation or by any shareholder who is a party to the proceeding, the court may, in its discretion, permit pretrial disclosure, including, but not limited to, disclosure of any expert’s reports relating to the fair value of the shares whether or not intended for use at the trial in the proceeding and notwithstanding subdivision (d) of section 3101 of the civil practice law and rules.
	(5) The final order in the proceeding shall be entered against the corporation in favor of each dissenting shareholder who is a party to the proceeding and is entitled thereto for the value of his shares so determined.
	(6) The final order shall include an allowance for interest at such rate as the court finds to be equitable, from the date the corporation action was consummated to the date of payment. In determining the rate of interest, the court shall consider all relevant factors, including the rate of interest which the corporation would have had to pay to borrow money during the pendency of the proceeding. If the court finds that the refusal of any shareholder to accept the corporate offer of payment for his shares was arbitrary, vexatious or otherwise not in good faith, no interest shall be allowed to him.
	(7) each party to such proceeding shall bear its own costs and expenses, including the fees and expenses of its counsel and of any experts employed by it. Notwithstanding the foregoing, the court

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	may, in its discretion, apportion and assess all or any part of the costs, expenses and fees incurred by the corporation against any and all of the dissenting shareholders who are parties to the proceeding, including any who have withdrawn their notices of election as provided in paragraph (e), if the court finds that their refusal to accept the corporate offer was arbitrary, vexatious or otherwise not in good faith. The court may, in its discretion, apportion and assess all or any part of the costs, expenses and fees incurred by any or all of the dissenting shareholders who are parties to the proceeding against the corporation if the court finds any of the following: (A) that the fair value of the shares as determined materially exceeds the amount which the corporation offered to pay; (B) that no offer or required advance payment was made by the corporation; (C) that the corporation failed to institute the special proceeding within the period specified therefor; or (D) that the action of the corporation in complying with its obligations as provided in this section was arbitrary, vexatious or other wise not in good faith. In making any determination as provided in clause (a), the court may consider the dollar amount or the percentage, or both, by which the fair value of the shares as determined exceeds the corporate offer.
	(8) within sixty days after final determination of the proceeding, the corporation shall pay to each dissenting shareholder the amount found to be due him, upon surrender of the certificate for any such shares represented by certificates.

	(1) Withdraw his notice of election, which shall in such event be deemed withdraw with the written consent of the corporation; or
	(2) Retain his status as a claimant against the corporation and, if it is liquidated, be subordinated to the rights of creditors of the corporation, but have rights superior to the non-dissenting shareholders, and if it is not liquidated, retain his right to be paid for his shares, which right the corporation shall be obliged to satisfy when the restrictions of this paragraph do not apply.
	(3) The dissenting shareholder shall exercise such option under subparagraph (1) or (2) by written notice filed with the corporation within thirty days after the corporation has given him written notice that payment for his shares cannot be made because of the restrictions of this paragraph. If the dissenting shareholder fails to exercise such option as provided, the corporation shall exercise the option by written notice given to him within twenty days after the expiration of such period of thirty days.

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Item 20.	Indemnification of Directors and Officers.

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Item 21.	Exhibits and Financial Statement Schedules.

	(a)	Exhibits

Exhibit
No.				Description
	2	.1		Agreement and Plan of Merger by and between NBT Bancorp Inc., and CNB Bancorp, Inc., dated as of June 13, 2005 (filed as Exhibit 2.1 to Registrant’s Form 8-K, filed on June 14, 2005 and incorporated herein by reference).
	4	.1		Certificate of Incorporation of NBT Bancorp Inc. (filed as Exhibit 3.1 to the Form 10-K of NBT Bancorp Inc., filed on March 29, 2002 and incorporated herein by reference).
	4	.2		By-laws of NBT Bancorp Inc. (filed as Exhibit 3.2 to the Form 10-K of NBT Bancorp Inc., filed on March 29, 2002 and incorporated herein by reference).
	4	.3		Specimen common stock certificate for NBT’s common stock.
	4	.4		Rights Agreement, dated as of November 15, 2004, between NBT Bancorp Inc. and Registrar and Transfer Company, as Rights Agent (filed as Exhibit 4.1 to Registrant’s Form 8-K, filed on November 18, 2004 and incorporated herein by reference).
	5	.1		Opinion of Hogan & Hartson L.L.P. as to the validity of the shares being registered.
	8	.1		Opinion of Hogan & Hartson L.L.P. as to certain federal income tax matters.*
	23	.1		Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).
	23	.2		Consent of Hogan & Hartson L.L.P. (included in Exhibit 8.1).*
	23	.3		Consent of KPMG LLP with respect to NBT.
	23	.4		Consent of KPMG LLP with respect to CNB.
	23	.5		Consent of Austin Associates, LLC.
	24	.1		Power of Attorney (included on signature page).
	99	.1		Form of CNB proxy card.*
	99	.2		Form of Election (including Instructions and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*

*	To be filed by amendment.

Item 22.	Undertakings.

	(a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range

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	may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

	(2) The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933 each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
	(b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference into this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(c) (1) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.
	(2) The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (c)(1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the Registration Statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933 each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such

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	indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
	(e) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in the documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
	(f) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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	NBT BANCORP INC.

	By:	/s/ Daryl R. Forsythe

	Daryl R. Forsythe
	Chairman and Chief Executive Officer

Signature				Title
/s/ Daryl R. Forsythe   Daryl R. Forsythe				Chairman and Chief Executive Officer and Director (Principal Executive Officer)
/s/ Michael J. Chewens   Michael J. Chewens				Senior Executive Vice President, Chief Financial Officer and Corporate Secretary (Principal Financial Officer and Principal Accounting Officer)
/s/ Richard Chojnowski   Richard Chojnowski				Director
/s/ Patricia T. Civil   Patricia T. Civil				Director
/s/ Martin A. Dietrich   Martin A. Dietrich				Director
/s/ Peter B. Gregory   Peter B. Gregory				Director

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Signature				Title
/s/ William C. Gumble   William C. Gumble				Director
/s/ Paul D. Horger   Paul D. Horger				Director
/s/ Michael H. Hutcherson   Michael H. Hutcherson				Director
/s/ Janet H. Ingraham   Janet H. Ingraham				Director
/s/ Andrew S. Kowalczyk, Jr.   Andrew S. Kowalczyk, Jr.				Director
/s/ John C. Mitchell   John C. Mitchell				Director
/s/ Michael M. Murphy   Michael M. Murphy				Director
/s/ Joseph G. Nasser   Joseph G. Nasser				Director
/s/ William L. Owens   William L. Owens				Director
/s/ Van Ness D. Robinson   Van Ness D. Robinson				Director
/s/ Joseph A. Santangelo   Joseph A. Santangelo				Director

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Exhibit
No.				Description
	2	.1		Agreement and Plan of Merger by and between NBT Bancorp Inc., and CNB Bancorp, Inc., dated as of June 13, 2005 (filed as Exhibit 2.1 to Registrant’s Form 8-K, filed on June 14, 2005 and incorporated herein by reference).
	4	.1		Certificate of Incorporation of NBT Bancorp Inc. (filed as Exhibit 3.1 to the Form 10-K of NBT Bancorp Inc., filed on March 29, 2002 and incorporated herein by reference).
	4	.2		By-laws of NBT Bancorp Inc. (filed as Exhibit 3.2 to the Form 10-K of NBT Bancorp Inc., filed on March 29, 2002 and incorporated herein by reference).
	4	.3		Specimen common stock certificate for NBT’s common stock.
	4	.4		Rights Agreement, dated as of November 15, 2004, between NBT Bancorp Inc. and Registrar and Transfer Company, as Rights Agent (filed as Exhibit 4.1 to Registrant’s Form 8-K, filed on November 18, 2004 and incorporated herein by reference).
	5	.1		Opinion of Hogan & Hartson L.L.P. as to the validity of the shares being registered.
	8	.1		Opinion of Hogan & Hartson L.L.P. as to certain federal income tax matters.*
	23	.1		Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).
	23	.2		Consent of Hogan & Hartson L.L.P. (included in Exhibit 8.1).*
	23	.3		Consent of KPMG LLP with respect to NBT.
	23	.4		Consent of KPMG LLP with respect to CNB.
	23	.5		Consent of Austin Associates, LLC.
	24	.1		Power of Attorney (included on signature page).
	99	.1		Form of CNB proxy card.*
	99	.2		Form of Election (including Instructions and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*

*	To be filed by amendment.

 

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