<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the registrant [ X ] File No. 0-14703
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Definitive proxy statement
[ X ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
NBT BANCORP INC.
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(Name of Registrant as Specified in Its Charter)
KATHLEEN A. CALISHER
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box)
[ X ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
[ X ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and indentify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid: $125
(2) Form, schedule or registration statement no.: Preliminary Proxy
Statement
(3) Filing party: Lawrence S. Lese
(4) Date filed: 02/21/95
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NBT BANCORP INC.
Norwich, New York 13815
607/337-6000
March 17, 1995
Dear Stockholder:
We enclose a new proxy card with respect to the 1995 annual meeting scheduled
for April 22, 1995. The purpose of the new proxy is twofold: to substitute
Mr. John Huhtala for Mr. William Dudley as one of the proxies to vote your
shares at the meeting if you choose to vote by proxy; and to correct an error
on the voting side of the card. With regard to the first change, please be
advised that Mr. Dudley has requested that we appoint another representative
as proxy. With regard to the second change, on the old proxy card the caption
for the second row of boxes with respect to proposals 2,3, and 4 was labeled
"withhold"; it should have been labeled "against."
We recommend that you mark, sign, date and return the enclosed proxy card in
the enclosed self-addressed envelope. By executing the enclosed card, you
will automatically revoke any earlier-executed and returned card.
If you have previously executed and returned a proxy card and fail to execute
and return the enclosed card, your shares will be voted at the meeting as
you have previously instructed, and any votes indicated in the "withhold"
column with respect to proposals 2,3, and 4 will be voted as "against" at the
meeting.
We urge you to mark, sign and return the enclosed proxy as promptly as
possible, whether or not you plan to attend the meeting in person.
Sincerely,
Daryl R. Forsythe
President and Chief Executive Officer
Richard I. Linhart
Vice President, Chief Financial Officer
and Treasurer
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[APPENDIX]
[FORM OF PROXY]
PROXY FOR 1995 ANNUAL MEETING OF NBT BANCORP INC.
This Proxy is Solicited by the Board of Directors
KNOWN ALL MEN BY THESE PRESENTS that I (we), the undersigned
Stockholder(s) of NBT Bancorp Inc. (the "Company"), do hereby nominate,
constitute and appoint John R. Huhtala and Josephine F. Johnson or
any one of them (with full power to act alone), my true and lawful
attorney(s) with full power of substitution, for me and in my name,
place and stead to vote all the Common Stock of said Company, standing
in my name on its books March 3, 1995, at the Annual Meeting of its
Stockholders to be held at Norwich Senior High School, Midland Drive,
Norwich, New York 13815 on April 22, 1995, at 11:00 a.m., or at any
adjournments thereof, with all the powers the undersigned would possess
if personally present.
This Proxy, when properly executed, will be voted as directed below.
In the absence of any direction, the shares represented hereby shall
be voted to fix the number of Directors at six, for the election of the
nominees listed, for the increase in the number of authorized shares of
common stock and preferred stock, for ratification of the independent
public accountants, and against the shareholder proposal regarding
executive compensation.
Comments/Address Changes:___________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
[continued and to be signed and dated on reverse side]
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Please mark your
[ X ] votes as in this
example.
FOR ALL WITHHOLD FROM ALL
NOMINEES NOMINEES
1) Election of Directors. For terms expiring in 1998:
Fix the number of [ ] [ ] Daryl R. Forsythe
Directors at six and Everett A. Gilmour
the election of the
nominees listed at right: For terms expiring in 1997:
Andrew S. Kowalczyk, Jr.
John C. Mitchell
If you do not wish your shares voted "FOR" a The Board of Directors
particular nominee, draw a line through that recommends a vote FOR
person's name at the right. the Nominees.
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<CAPTION>
<S> <C> <C> <C>
2) Approval to increase the number of authorized FOR AGAINST ABSTAIN
shares of common stock to 12,500,000 and autho-
rized shares of preferred stock to 2,500,000. [ ] [ ] [ ]
The Board of Directors recommends a vote FOR the
increase of authorized shares.
3) Approval of the appointment of KPMG Peat
Marwick as Auditor of the Company for 1995.
The Board of Directors recommends a vote for [ ] [ ] [ ]
APPROVAL.
4) Shareholder proposal to institute a salary and
compensation ceiling for the CEO of the Company.
The Board of Directors recommends a vote AGAINST. [ ] [ ] [ ]
<FN>
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before such meeting or any adjournment
or postponement thereof.
SIGNATURE(S) ______________________ DATE _______________ SIGNATURE(S) ______________________ DATE _______________
NOTE: Please sign exactly as name appears hereon. Each of the joint owners should
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
Mark box at right if comments or
address change have been noted on the [ ]
reverse side of this card.
</FN>
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