Exhibit 10.6
Fifth Amendment to the NBT Bancorp Inc. 401(k) and Employee Stock Ownership Plan
                           effective January 1, 2002.


                                      A-129

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

     WHEREAS,  NBT  BANCORP INC. (the "Employer") sponsors and maintains the NBT
BANCORP  INC.  401(K)  AND  EMPLOYEE  STOCK  OWNERSHIP PLAN (the "Plan") for the
benefit  of  certain  of  its  employees;  and

     WHEREAS,  Section  11.1  of  the  Plan authorizes the Employer to amend the
Plan;  and

     WHEREAS,  the  Employer  desires  to  amend  the  Plan  to  reflect certain
provisions  of  the  Economic  Growth  and Tax Relief Reconciliation Act of 2001
("EGTRRA").  This  amendment  is  intended  as  good  faith  compliance with the
requirements  of  EGTRRA  and  is  to be construed in accordance with EGTRRA and
guidance  issued thereunder.  Except as otherwise provided, this amendment shall
be  effective  as  of  the  first  day  of  the first plan years beginning after
December  31,  2001.

     NOW  THEREFORE,  the Plan is amended, effective January 1, 2002 as follows:

1.   Section 7.4(b) shall be amended by adding the following language at the end
     thereof:

          Notwithstanding the vesting schedules listed above, a Particpant shall
          be fully vested at all times in his Elective Contribution Account.

          Effective January 1, 2002, any dividends received in accordance with
          Section 4.4(o) shall be fully vested at all times. In addition, a
          Participant who had an account balance in the Plan as of December 31,
          2001 shall be fully vested in any dividends paid during the 2001 Plan
          Year.

2.   Section 9.1(b) shall be amended by adding the following additional section
     (4) at the end thereof:

          The Participant has elected to receive all dividends in cash to the
          extent such election is currently available to him in accordance with
          Section 4.4(o).

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.

                                        NBT BANCORP INC.

                                        /S/ MICHAEL J. CHEWENS
                                        SIGNATURE

                                        SECRETARY
                                        TITLE

                                        12/17/01
                                        DATE


                                      A-130