<PAGE> 1
EXHIBIT 2(p)
PURCHASE AGREEMENT
NBT Investment Company, Inc. (the "Fund"), a Maryland corporation, and
Michael J. Chewens (the "Purchaser"), hereby agree as follows:
1. The Fund hereby offers and the Purchaser hereby purchases ten
(10) shares of common stock (hereinafter known as "Shares") at a price of $100
per Share. The Purchaser hereby acknowledges purchase of the Shares and the Fund
hereby acknowledges receipt from the Purchaser of funds in the amount of $1,000
in full payment for the Shares. It is further agreed that no certificate for the
Shares will be issued by the Fund.
2. The Purchaser represents and warrants to the Fund that the
Purchaser is purchasing for the Purchaser's own account and not with a view to
or for sale in connection with any distribution of the security.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement as
of the 31st day of May, 2000.
Attest: NBT Investment Company, Inc.
By: /s/ Kathie J. Deierlein
-------------------------- --------------------------------
Title: Secretary
------------------------------
Attest:
By: /s/ Michael J. Chewens
-------------------------- --------------------------------
Michael J. Chewens
