Exhibit 10.3
   Second Amendment to the NBT Bancorp Inc. 401(k) and Employee Stock Ownership
                                      Plan
                             Effective July 2, 2001.


                                      A-121

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

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

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

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

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


1.   Section 4.1 of ARTICLE IV, CONTRIBUTION AND ALLOCATION is hereby amended by
     adding  after  the last sentence thereof the following provision as Subpart
     (e):

     "(e) A special one-time contribution of $13,142.24, which shall be deemed a
          Participating  Employer  Non-Elective  Contribution. Only Participants
          who  are  employed  on  January  24,  2001 and who were penalized by a
          liquidation fee in the SF Guaranteed contract issued by Mass Mutual as
          a result of the merger of LA Bank, N.A. with NBT Bancorp Inc. shall be
          eligible  to  share  in  the  special  one-time  contribution."

2.   Subpart  (b)  of  Section 4.4 of ARTICLE IV, CONTRIBUTION AND ALLOCATION is
     hereby  amended  by  adding  after  the last sentence thereof the following
     provision  as  Subpart  (4):

     "(4) With  respect  to  the  special one-time contribution made pursuant to
          Section  4.1(e),  to  each Participant's Account in an amount equal to
          4.137%  of  the amount of the Participant's Account invested in the SF
          Guaranteed  contract  issued  by  Mass  Mutual as of January 24, 2001.
          Notwithstanding  the  foregoing,  no  amount shall be contributed to a
          Participant's  Account  if  the  contribution  would  cause  the
          Participant's  Account to exceed the limitations of Code Section 415."

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



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

                                             /s/ Jane E. Neal
                                             Executive Vice President


                                      A-122