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- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE

ATTENTION: FINANCIAL AND BUSINESS EDITORS
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NBT Contact:      Daryl R. Forsythe
                  607-337-6416

                                   Filed by NBT Bancorp Inc.
                                   Pursuant to Rule 425 under the Securities Act
                                   of 1933 and deemed filed pursuant to
                                   Rule 14a-12 under the Securities Act of 1934
                                   Subject Company: First National Bancorp, Inc.
                                   Commission File No.: 000-14703

          NBT BANCORP ANNOUNCES PLAN TO ACQUIRE FIRST NATIONAL BANCORP,
              DETAILS NON-RECURRING COSTS RELATED TO PRIOR MERGERS
                      AND INTERNAL RESTRUCTURING ACTIVITIES

    NORWICH,  NY (January  2, 2001) - NBT  Bancorp  Inc.  (NBT)  (NASDAQ:  NBTB)
announced today that it and First National Bancorp, Inc. (FNB) have entered into
a  definitive  agreement  providing  for the merger of FNB into NBT.  The merger
agreement also includes the merger of FNB's subsidiary,  The First National Bank
of Northern New York, into NBT Bank, N.A.
    The First  National  Bank of Northern  New York is an  eighty-four  year-old
commercial bank headquartered in Norfolk, New York. It operates six full-service
banking  locations  in New York's  North  Country  including  offices in Canton,
Massena, Norfolk, Ogdensburg and Potsdam in St. Lawrence County and an office in
Malone in Franklin County.
    In the merger,  shareholders of FNB will receive five shares of NBT's common
stock for each share of FNB. NBT will issue approximately 1.03 million shares of
common stock and share  equivalents in the merger,  with a total value of $15.06
million,  based on the closing  price of $14.625 for a share of NBT common stock
on  December  29,  2000.  The  merger  is  structured  to  be  tax-free  to  the
shareholders  of FNB and will be  accounted  for  using the  purchase  method of
accounting. Closing of the merger is subject to NBT's satisfactory completion of
due diligence and approval of the merger by FNB's shareholders and by regulatory
authorities and is expected to occur in the second quarter of 2001.
    NBT Bancorp President and CEO Daryl R. Forsythe stated,  "Our agreement with
FNB represents the next in a series of steps in our strategy to position NBT for
continued success in the rapidly changing financial  services  industry.  During


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the year 2000, strategic  acquisitions  provided for the extension of our market
area into Northeastern Pennsylvania and allowed for the expansion of our product
line beyond  traditional  bank  offerings."  In 2000, NBT acquired two community
banks in Northeastern  Pennsylvania,  LA Bank,  N.A. and Pioneer  American Bank,
N.A.. These  institutions  along with two branches acquired from Mellon Bank and
six acquired from Sovereign Bank have been merged to create  Pennstar Bank, N.A.
In 2000,  NBT also  acquired  M.  Griffith,  Inc.,  a  registered  broker-dealer
providing a variety of investment and financial planning services. Forsythe went
on to state that,  "Based on the proposed  merger terms and our due diligence to
date, we expect the  acquisition  of FNB to be accretive to our earnings  within
one year of closing."
    Martin A.  Dietrich,  President  and Chief  Operating  Officer for NBT Bank,
commented,   "Our  agreement  with  FNB  provides  NBT  Bank  with  an  exciting
opportunity in the North Country. The First National Bank of Northern New York's
six offices in St.  Lawrence  and  Franklin  Counties  will  complement  our six
locations in neighboring  Clinton and Essex Counties.  Our expanded  presence in
this market will lead to added  convenience  for  customers as well as increased
operating efficiencies."
     Thomas E. Place, President of The First National Bank of Northern New York,
said,  "We are pleased to have forged this  agreement  with NBT.  The  community
banking  philosophy shared by our organizations  ensures that our customers will
continue to enjoy high quality service delivered by the dedicated employees of a
bank that cares about the  communities  it serves.  Customers  will benefit from
expanded  product  offerings  such as Internet  banking and trust and investment
services,  enhanced  lending  capabilities,  venture capital and other financial
resources available through an organization like NBT."
    At September 30, 2000,  FNB had total assets of $114 million and deposits of
$102  million,  and NBT had total  assets of $2.6  billion and  deposits of $1.9
billion.
    NBT also announced that its board of directors has authorized the repurchase
of up to 1.03 million  common  shares,  or about 4.3% of its 23.7 million shares
outstanding.  NBT will  purchase  any such  shares  from  time to time at market
prices. The shares purchased in this repurchase program are specifically for use
in the FNB acquisition.
    As previously reported,  results for the fourth quarter of 2000 will reflect
certain costs related to these  completed  acquisitions as well as certain costs
associated  with the  integration  of these  banks  into NBT.  These  costs were
approximately $8.4 million,  or $5.4 million after tax. The costs related to the
completed   acquisitions  and  the  related   integration  efforts  include  the


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recognition  of accruals  for staff  reductions,  including  employee  severance
payments,  and for occupancy and equipment  abandonment,  including the costs of
closing  branches,  terminating  leases,  and discontinuing the use of excess or
obsolete data and items processing systems.  Additional  integration expenses to
be incurred in 2001 from prior merger activity are expected to be immaterial.
    Fourth  quarter 2000 results  will also  reflect a  restructuring  charge of
approximately $6.9 million,  or $5.7 million after tax, for severance  payments,
retirement  benefits,  and similar and related  expenses for senior officers who
elected during the fourth quarter to relinquish  their active status as officers
or to retire from NBT.
    NBT also  disclosed  that during the fourth  quarter of 2000, it transferred
$21.7  million of  investments  from  available-for-sale  status  into a trading
account, thereby incurring a loss of approximately $1.5 million, or $.96 million
after tax, on the  mark-down to fair value of these  securities.  NBT  currently
anticipates  selling these securities in the first quarter of 2001. The proceeds
from  this  transaction  will be used to fund the  repurchase  of NBT  stock and
anticipated investments in higher-yielding loans and securities.
    It is possible that NBT could incur additional unidentified expenses related
to the completed acquisitions,  their integration into NBT, or the ultimate sale
of the above noted trading assets.
    NBT Bancorp Inc. is a registered financial holding company based in Norwich,
New   York.   Its   wholly-owned   banking   subsidiaries,    NBT   Bank,   N.A.
(www.nbtbank.com)  and Pennstar  Bank,  N.A.  (www.pennstarbank.com),  operate a
total of 78 community  bank offices and well over 100 ATMs  stretching  from the
North  Country  to  the  Southern  Tier  in  New  York  and  into   Northeastern
Pennsylvania.  Other subsidiaries  include NBT Financial  Services,  Inc., which
owns M. Griffith, Inc. and Pennstar Financial Services, Inc.
Forward-Looking Statements
     This   news   release   contains    forward-looking    statements.    These
forward-looking  statements involve risks and uncertainties and are based on the
beliefs and  assumptions of the  management of NBT Bancorp and its  subsidiaries
and on the information available to management at the time that these statements
were  made.  There  are a number of  factors,  many of which  are  beyond  NBT's
control,  that  could  cause  actual  conditions,  events or  results  to differ
significantly from those described in the  forward-looking  statements.  Factors
that may cause actual results to differ  materially  from those  contemplated by
such   forward-looking   statements   include,   among  others,   the  following
possibilities:  (1) regulatory  approvals and clearances and other prerequisites
to the merger of NBT and FNB may not be obtained,  or may be received outside of
expected time frames;  (2)  competitive  pressures  among  depository  and other


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financial  institutions  may increase  significantly;  (3) revenues may be lower
than expected;  (4) changes in the interest rate environment may reduce interest
margins; (5) general economic conditions,  either nationally or regionally,  may
be  less  favorable  than  expected,   resulting  in,  among  other  things,   a
deterioration  in  credit  quality  and/or a  reduced  demand  for  credit;  (6)
legislative or regulatory  changes,  including changes in accounting  standards,
may  adversely  affect  the  businesses  in which NBT is  engaged;  (7) costs or
difficulties  related to the integration of the businesses of NBT and its merger
partners may be greater than expected; (8) expected cost savings associated with
recent  and  pending  mergers  and  acquisitions  may not be fully  realized  or
realized within the expected time frames; (9) deposit attrition,  customer loss,
or revenue loss following  pending mergers and  acquisitions may be greater than
expected;  (10)  competitors  may have greater  financial  resources and develop
products that enable such competitors to compete more successfully than NBT: and
(11)  adverse  changes may occur in the  securities  markets or with  respect to
inflation.  Forward-looking  statements speak only as of the date they are made.
NBT Bancorp does not undertake to update  forward-looking  statements to reflect
subsequent circumstances or events.

    In  conjunction  with the  proposed  merger,  NBT will  file  with the SEC a
registration  statement on SEC Form S-4. The registration statement will contain
a proxy statement/prospectus, which will describe the proposed merger of NBT and
FNB and the proposed terms and conditions of the merger. Shareholders of FNB and
other  investors  are  encouraged to read the  registration  statement and proxy
statement/prospectus  because these documents will contain important information
about the merger.  After the  registration  statement  is filed with the SEC, it
will be  available  for free,  both on the SEC's  web site  (www.sec.gov)  or by
contacting  NBT Bancorp  Inc.,  Attention:  Michael J.  Chewens,  52 South Broad
Street, Norwich, New York 13815, telephone 607-337-6520.