UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a)
of the Securities Exchange Act of
1934 (Amendment No. 1 )
Filed by
Registrant þ
Filed by
Party other than the Registrant o
Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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þ
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Definitive
Proxy Statement
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o
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
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NBT Bancorp
Inc.
(Name of
Registrant as Specified in Its Charter)
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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þ
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify 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.
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(1)
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Amount
previously paid:
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(2)
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Form,
schedule or registration statement no.:
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(3)
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Filing
party:
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(4)
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Date
filed:
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Explanatory
Note
The
proxy statement previously filed contained an error on the proxy
card. Proposal 2 on the proxy card has been updated to reflect the
correct number of director nominees.
 NBT BANCORP
52 SOUTH BROAD
STREET
NORWICH, NY
13815
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THE
DEADLINE FOR TELEPHONE AND INTERNET VOTING IS 11:59
P.M. ON MAY 5, 2008.
VOTE
BY INTERNET - www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before
the cut-off date or meeting date. Have your proxy card in hand when you
access the web site and follow the instructions to obtain your records and
to create an electronic voting instruction form.
ELECTRONIC
DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
If
you would like to reduce the costs incurred by NBT Bancorp Inc. in mailing
proxy materials, you can consent to receiving all future proxy statements,
proxy cards and annual reports electronically via e-mail or the Internet.
To sign up for electronic delivery, please follow the instructions above
to vote using the Internet and, when prompted, indicate that you agree to
receive or access stockholder communications electronically in future
years.
VOTE
BY PHONE - 1-800-690-6903
Use
any touch-tone telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time the day before the cut-off date or meeting date.
Have your proxy card in hand when you call and then follow the
instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope
we have provided or return it to NBT Bancorp Inc., c/o Broadridge, 51
Mercedes Way, Edgewood, NY
11717.
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| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
NBTBC1 KEEP THIS
PORTION FOR YOUR RECORDS
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DETACH
AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
| NBT BANCORP INC. | ||||||||
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Vote On
Directors
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For
All
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Withhold
All
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For All
Except
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To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | ||||
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2.
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To
elect the two director nominees listed below
(Proposal
2):
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£
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£
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£
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Nominees:
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01)
Richard
Chojnowski
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02)
Joseph
A. Santangelo
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Vote On
Proposals
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For
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Against
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Abstain
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1
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To
fix the number of directors at eleven (Proposal 1).
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£
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£
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£
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||||
| 3 |
To
ratify the appointment of KPMG LLP as its independent registered public
accounting firm for the year ending December 31, 2008 (Proposal
3).
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£
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£
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£
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To
approve and adopt the NBT Bancorp Inc. 2008 Omnibus Incentive Plan
(Proposal 4).
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£
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£
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£
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5
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The
proxies are authorized to vote in accordance with the majority vote of our
Board, upon such other business that may properly come before the
meeting.
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For
address changes and/or comments, please check this box and
write them on the back where indicated.
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£
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Yes
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No
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Please
indicate if you plan to attend this meeting.
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£
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£
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Please
sign below exactly as name(s) appear(s) on the right. When signing as
attorney, executor, administrator, trustee, guardian, or in any other
fiduciary capacity, give full title. If more than one person acts as
trustee, all should sign. All joint owners must sign.
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Signature
[PLEASE SIGN WITHIN BOX]
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Date
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Signature
(Joint Owners)
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Date | |||||
Important
Notice Regarding Internet Availability of Proxy Materials for the Annual
Meeting:
The
Notice and Proxy Statement and Annual Report on Form 10-K are available at
www.nbtbancorp.com/bncp/proxy.html
NBT BANCORP INC.
Proxy
Solicited on Behalf of the Board of Directors
The
undersigned hereby appoints J. Carl Barbic and John Daly and either of them,
with full power of substitution, proxies to represent the undersigned at the
Annual Meeting of Stockholders of NBT Bancorp Inc. to be held at the Binghamton
Holiday Inn Arena at 2-8 Hawley Street, Binghamton, NY 13901 on May 6, 2008 at
10:00 a.m. local time, or at any adjournment or postponement of the meeting,
with all power which the undersigned would possess if personally present, and to
vote all shares of NBT's common stock which the undersigned may be entitled to
vote at the meeting upon the following proposals described in the accompanying
proxy statement, in accordance with the following instructions and, in
accordance with the majority vote of our Board, upon any other matters that may
properly come before the meeting. This
proxy, when properly executed, will be voted as directed by the undersigned. If
no direction is indicated, a properly executed proxy will be voted FOR the
proposals listed on the reverse side. The undersigned stockholder hereby revokes
any proxy or proxies heretofore given.
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Address
Change/Comments:
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(If you
noted any Address Changes/Comments above, please mark corresponding box on the
reverse side.)