X0202 4 2006-02-10 1 0000839928 CNB BANCORP INC /NY/ CNBI 0001202681 MORGAN GEORGE A 694 CO HWY 146 GLOVERSVILLE NY 12078 1 1 0 0 Vice President & Secretary Common stock 2006-02-10 4 D 0 1977 D 0 D Employee stock option 23.67 2006-02-10 4 D 0 8443 14.33 D 1998-10-26 2008-10-26 Common stock 8443 0 D Employee stock option 26.25 2006-02-10 4 D 0 26700 11.75 D 1999-04-20 2009-04-20 Common stock 26700 0 D Employee stock option 32.5 2006-02-10 4 D 0 6700 5.5 D 2001-06-26 2011-06-26 Common stock 6700 0 D Employee stock option 29.43 2006-02-10 4 D 0 5000 8.57 D 2002-06-24 2012-06-24 Common stock 5000 0 D Employee stock option 25.75 2006-02-10 4 D 0 5000 12.25 D 2003-06-30 2013-06-30 Common stock 5000 0 D Employee stock option 26.33 2006-02-10 4 D 0 5000 11.67 D 2004-10-26 2014-10-26 Common stock 5000 0 D Disposed of pursuant to the merger of CNB with and into NBT Bancorp, Inc. ("NBT") (NASDAQ: NBTB) on February 10, 2006. Under the terms of the merger agreement, CNB shareholders have the opportunity to elect to receive one of the following: $38.00 in cash for each share of CNB common stock; 1.64 shares of NBT common stock for each share of CNB common stock; or some combination of cash and NBT stock. The exact composition of consideration to be received depends upon a combination of the election made by the particular shareholder and a formula contained in the merger agreement. The merger agreement provides that NBT will issue stock for 55% of all CNB shares acquired and cash for all remaining CNB shares. On the effective date of the merger, shares of NBT common stock were trading for approximately $22.42 per share. This option, which is comprised of both incentive and non-qualified option grants and provides for vesting in two equal annual installments beginning on October 26, 1998, was cancelled in exchange for a combination of the following: (1) with respect to the non-qualifed grant, cash in an amount representing the difference between the exercise price and the cash consideration of $38.00 per share offered under the merger agreement; and 92) with respect to the incentive grant, an option to purchase 1.64 shares of NBT common stock for each share of CNB common stock subject thereto. This option, which is comprised of both incentive and non-qualified option grants and provides for vesting in two equal annual installments beginning on April 20, 2000, was cancelled in exchange for a combination of the following: (1) with respect to the non-qualified grant, cash in an amount representing the difference between the exercise price and teh cash consideration of $38.00 per share offered under the merger agreement; and (2) with respect to the incentive grant, an option to purchase 1.64 shares of NBT common stock for each share of CNB common stock subject thereto. This option, which is comprised of both incentive and non-qualified option grants and provides for vesting in two equal annual installments beginning on June 26, 2002, was cancelled in exchange for a combination of the following: (1) with respect to the non-qualified grant, cash in an amount representing the difference between the exercise price and the cash consideration of $38.00 per share offered under the merger agreement; and (2) with respect to the incentive grant, an option to purchase 1.64 shares of NBT common stock for each share of CNB common stock subject thereto. This optino, which is comprised of both incentive and non-qualified optino grants and provides for vesting in four equal annual installments beginning on June 24, 2003, was cancelled in exchange for a combination of the following: (1) with respect to the non-qualifed grant, cash in an amount representing the difference between the exercise price and the cash consideration of $38.00 per share offered under the merger agreement; and (2) with respect to the incentive grant, an option to purchase 1.64 shares of NBT common stock for each share of CNB common stock subject thereto. This option, which is comprised of both incentive and non-qualified option grants and provides for vesting in four equal annual installments beginning on June 30, 2004, was cancelled in exchange for a combination of the following: (1) with respect to the non-qualified grant, cash in an amount representing the difference between the exercise price and teh cash consideration of $38.00 per share offered under the merger agreement; and (2) with respect to the incentive grant, an option to purchase 1.64 shares of NBT common stock for each share of CNB common stock subject thereto. This option, which is comprised of both incentive and non-qualified option grants and provides for vesting in four equal annual installments beginning on october 24, 2005, was cancelled in exchange for a combination of the following: (1) with respect to the non-qualified grant, cash in an amount representing the difference between the exercise price and the cash consideratino of $38.00 per share offered under the merger agreement; and (2) with respect to the incentive grant, an option to purchase 1.64 shares of NBT common stock for each share of CNB common stock subject thereto. George A Morgan 2006-02-14