SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
DIETRICH MARTIN A
(Last) (First) (Middle)
52 SOUTH BROAD STREET
(Street)
NORWICH NY 13815
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NBT BANCORP INC [ NBTB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President/CEO NBT Bancorp
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
NBT Bancorp Inc. Common Stock 12/31/2008 J 429.083 A $0(1) 52,145.384 D
NBT Bancorp Inc. Common Stock 12/31/2008 J 765.098 A $0(2) 15,294.868 I 401k
NBT Bancorp Inc. Common Stock 12/31/2008 J 345.529 A $0(3) 9,057.456 I NBT Bancorp ESOP
NBT Bancorp Inc. Common Stock 755 I Custodian for Minor
NBT Bancorp Inc. Common Stock 6,000 I by Mother
NBT Bancorp Inc. Common Stock 848 I by Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $14.3492 01/28/2003 01/28/2012 NBT Bancorp Inc. Common Stock 30,000 30,000 D
Non-Qualified Stock Option (right to buy) $17.538 01/01/2004(4) 01/01/2013 NBT Bancorp Inc. Common Stock 24,000 24,000 D
Non-Qualified Stock Option (right to buy) $20.3617 01/15/2009(4) 01/15/2018 NBT Bancorp Inc. Common Stock 25,000 25,000 D
Non-Qualified Stock Option (right to buy) $22.1715 01/01/2005(4) 01/01/2014 NBT Bancorp Inc. Common Stock 21,311 21,311 D
Non-Qualified Stock Option (right to buy) $22.205 02/11/2006(5) 02/11/2014 NBT Bancorp Inc. Common Stock 3,840 3,840 D
Non-Qualified Stock Option (right to buy) $22.352 01/01/2007(4) 01/01/2016 NBT Bancorp Inc. Common Stock 30,000 30,000 D
Non-Qualified Stock Option (right to buy) $23.2708 01/20/2006(4) 01/20/2015 NBT Bancorp Inc. Common Stock 22,423 22,423 D
Non-Qualified Stock Option (right to buy) $24.4458 08/01/2007(5) 08/01/2015 NBT Bancorp Inc. Common Stock 6,470 6,470 D
Non-Qualified Stock Option (right to buy) $24.5692 12/27/2009(5) 12/27/2017 NBT Bancorp Inc. Common Stock 12,641 12,641 D
Non-Qualified Stock Option (right to buy) $25.762 01/01/2008(4) 01/01/2017 NBT Bancorp Inc. Common Stock 28,000 28,000 D
Explanation of Responses:
1. Shares acquired under NBT Bancorp Dividend Reinvestment Plan during period of January 1, 2008 to December 31, 2008 at prices ranging from $21.1468 to $26.8782 per share.
2. Shares were purchased from 1/1/2008 through 12/31/2008 through NBT Bancorp Inc. 401k Plan.
3. Shares were purchased from 1/1/2008 through 12/31/2008 through NBT Bancorp Inc. ESOP Plan.
4. Pursuant to NBT Bancorp Inc. 1993 Stock Option Plan grant vests 40% for first year, 20% annually for following years.
5. Pursuant to NBT Bancorp Inc. 1993 Stock Option Plan reload grant vests 100% two years after date of its grant.
By: Michael J. Chewens, Power of Attorney For: Martin A Dietrich 01/26/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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