No director or employee who is in possession of material, non-public (“inside”) information concerning an issuer (whether NBT or any other company) or its securities may engage in transactions (including gifts) involving securities of that issuer in breach of a duty of trust or confidence owed to that issuer, its shareholders or any other person who is the source of the information.

No director or employee may engage in front running, scalping, day trading in NBT Bancorp securities, short selling of NBT Bancorp securities, trading in options or derivatives on NBT Bancorp securities, or engage in hedging transactions.

No director or employee may pledge any NBT Bancorp securities that such director or employee directly or indirectly owns or controls as collateral for a loan, except for shares that were already pledged as of January 27, 2014. However, under certain circumstances in accordance with this Policy, an exception to this prohibition may be granted, with the approval of the Chief Executive Officer and either the Chief Financial Officer or the General Counsel, to a director or to a member of the Executive Management Team, who desires to pledge NBT Bancorp securities as collateral for a loan other than for purposes of a margin account.

Trust Officers (as defined within) must report to the Insider Trading Compliance Officer, quarterly, all purchases and sales of securities of any issuer for his or her own account (or the account of other persons subject to these Rules) that in the aggregate for any one issuer in any quarter equal or exceeds $10,000, with certain exceptions.

Senior Officers/Directors may not engage in transactions (including gifts) involving securities of NBT Bancorp at any time other than while the “trading window” is “open.”  Senior Officers/Directors also may not engage in transactions (including gifts) involving securities of an issuer other than NBT Bancorp if such issuer is a Restricted Issuer as designated by the Insider Trading Compliance Officer.  Limited exceptions apply to both of these prohibitions.

Additional rules apply to directors and officers subject to Section 16 of the Securities Exchange Act of 1934, including forfeiture to NBT Bancorp of short‑swing profits by such persons.

Senior Officers/Directors and Section 16 Insiders must obtain clearance from the Insider Trading Compliance Officer or such designated person prior to engaging in any transaction (including gifts) involving NBT securities.

Directors and employees who obtain confidential information about NBT or any other company through their employment with NBT are strictly forbidden to disclose that information to any person, including any person within NBT, unless such disclosure is authorized in accordance with this Policy.

Financial results, reports or projections;

Current, proposed or contemplated transactions, business plans, financial restructuring, acquisition targets, customers, suppliers, creditors or investors;

Dividend increases or decreases;

Extraordinary borrowings or liquidity problems;

Defaults under agreements or actions by creditors, customers or suppliers relating to a company’s credit standing;

Proposed or contemplated issuance or redemption of securities, including stock splits;

Significant expansions or contractions of operations, including acquisitions and divestitures;

Increases or decreases in orders or information about major contracts;

The institution of, or developments in, litigation or regulatory proceedings;

Developments regarding a company’s board or senior management;

Examination reports issued by regulatory agencies such as the Comptroller of the Currency, a Federal Reserve Bank, the Federal Deposit Insurance Corporation, the SEC, the National Association of Securities Dealers or similar governmental or self-regulatory agencies;

Proprietary information such as customer lists, methods of doing business, computer software, source codes, databases and other valuable business, administrative or operations related information;

Investment, business or trading plans or positions, including such things as significant changes in prices, marketing or products;

Written investment recommendations or other similar analyses regarding an issuer of publicly traded securities; and

Significant actual or potential cybersecurity incidents (e.g., a data breach or any other significant disruption in a company’s operations, or loss, potential loss, breach or unauthorized access of its property or assets, whether at its facilities or through its information technology infrastructure); and

Assessments of the creditworthiness of borrowers or clients or any other internal analyses of borrowers or clients or their businesses (whether or not based on confidential information).

A person agrees to maintain information in confidence;

The person communicating the information and the recipient have a history, pattern or practice of sharing confidences, such that the recipient knows or reasonably should know that the person disclosing the information expects the recipient to maintain the information’s confidentiality; or

A person receives such information from his or her spouse, parent, child or sibling (unless the recipient can prove that no duty of trust or confidence existed between the recipient and the disclosing family member).

any director of NBT Bancorp, NBT Bank, National Association and certain affiliates;

any officer of NBT Bancorp with the rank of Executive Vice President or above;

any President of any division or subsidiary of NBT Bancorp;

any member of the NBT Bancorp Operating Committee; and

any other person designated by the Chief Executive Officer of NBT Bancorp or the Insider Trading Compliance Officer as a “Senior Officer/Director” under this Policy.

No director or employee (or any other person designated as subject to the Rules) may engage in transactions (including gifts) involving securities of any issuer (whether NBT or any other company) on the basis of material non-public information concerning that issuer or its securities in breach of a duty of trust or confidence to such issuer, its shareholders or any other person who is the source of the information.  All of the terms used in this Rule G1 have the meanings as defined in the SEC’s rules and the law of insider trading as in effect on the date this Policy is adopted or as they may be in effect at any time thereafter.  Rules E1-E3, described below, set forth certain transactions which are not considered to be in violation of this Rule G1.

No director or employee (or any other person designated as subject to the Rules) may engage in any of the following types of transactions:

“Front running,” i.e., buying or selling securities for your own account on the basis of your knowledge of NBT’s trading positions or plans with respect to NBT Bancorp’s or another companies’ securities.

“Scalping,” i.e., buying or selling securities (whether issued by NBT Bancorp or another company) for your own account on the basis of knowledge about the trading positions or plans of an NBT customer or NBT’s forthcoming research recommendations.

“Day trading” in NBT Bancorp securities, i.e., buying and selling the same or similar NBT Bancorp securities during one calendar day.

“Short selling” of NBT Bancorp securities, i.e., selling NBT Bancorp securities at a specified price on a specified date when you do not, at the time of the trade, own the securities to be sold.  This does not apply to sales of shares to be delivered on exercise of a stock option in a so‑called “cashless exercise” through a broker.  Also, short selling “against the box,” i.e., short-selling securities when you own other securities of the same class, is not prohibited by this Rule G2; provided that such short selling by Section 16 Insiders must be in compliance with Section 16(c) of the Exchange Act (i.e. the securities must be delivered within 20 days or deposited in the mail or other channels of transportation for delivery within five days of the sale).

Trading in options or derivatives on NBT Bancorp securities, such as puts or calls or other “hedging” transactions.  The receipt or cash exercise of an option granted by NBT, or any transaction between you and NBT relating to such an option (such as an exchange of one option for another) does not constitute “trading” for purposes of this Rule G2.

With the approval of the Insider Trading Compliance Officer, a subsidiary, department or division may adopt additional restrictions or limitations (such as requiring prior approval of securities transactions) governing the personal securities transactions of some or all of the employees of that subsidiary, department or division. If a subsidiary, department or division adopts such additional restrictions or limitations, the Insider Trading Compliance Officer may require all subsidiaries, departments or divisions engaged in similar activities under similar circumstances to adopt the same or similar additional restrictions or limitations.  Any such additional restrictions or limitations in existence prior to the effective date of this Policy shall not be subject to this Rule G3 unless and until they are amended.  Any such additional restrictions or limitations shall be considered a part of these Rules.

Any director or employee of a subsidiary, department or division which is involved in, or who is otherwise working in, securities trading, investment management or advisory services or investment research services (any such director or employee being a “Trust Officer”) must report in writing to the Insider Trading Compliance Officer, within ten business days of the end of each quarter, all purchases and sales of publicly traded securities of any issuer for his or her own account (or the account of other persons subject to these Rules), if such purchases and sales of securities of that issuer in that quarter equaled or exceeded $10,000.  The term Trust Officer applies to an employee and/or officer working in these services for NBT Wealth Management, EPIC Advisors, Inc. or NBT Insurance Agency, LLC.  This Rule G4 does not apply to transactions in open-end mutual funds, unit investment trusts, or obligations of any U.S. federal, state or municipal government or agency.  In the case of the exercise or sale of a derivative security such as an option, warrant or right, the market price of the underlying securities on the date of the purchase or sale of the derivative security shall be used in determining whether this $10,000 threshold amount is met or exceeded.  Further, the purchase or sale (but not the exercise) of the underlying securities is a separate transaction from the purchase or sale of the derivative security.  For example, if you (or one of your family members) purchase shares of ABC Company on January 1 for $7,000 and later in January you (or one of your family members) sell shares of XYZ Company for $3,000, these two transactions must be reported no later than the tenth business day of April since the aggregate amount involved in the purchase and sale of stock in in the first calendar quarter is $10,000.  This report shall be made on a copy of the Report Form attached hereto as Exhibit A.

No director or employee may pledge any NBT Bancorp securities that such director or employee directly or indirectly owns or controls as collateral for a loan, except for shares that were already pledged as of January 27, 2014 (“Grandfathered Shares”). Such Grandfathered Shares may continue to be pledged until released pursuant to the relevant pledge arrangements.  Notwithstanding the foregoing, the Insider Trading Compliance Officer may, in accordance with this Policy, grant an exception to this prohibition to an employee, who is not a member of the Executive Management Team, who desires to pledge NBT Bancorp securities as collateral for a loan other than for purposes of a margin account.  However, under certain circumstances in accordance with this Policy, an exception to this prohibition may be granted, with the approval of the Chief Executive Officer and either the Chief Financial Officer or the General Counsel, to a director or to a member of the Executive Management Team, who desires to pledge NBT Bancorp securities as collateral for a loan other than for purposes of a margin account.  In making such determination, the Insider Trading Compliance Officer, Chief Executive Officer, Chief Financial Officer, and/or General Counsel shall consider relevant factors, including, but not limited to:

the amount of pledged NBT Bancorp securities outstanding at any time in relation to the total number of similar NBT Bancorp securities outstanding and the market value and trading volume of such similar NBT Bancorp securities;

the financial capacity of the borrower to repay the loan without resort to the pledged NBT Bancorp securities; and

the terms of the proposed pledge arrangement, including loan to value ratio, the nature of any other collateral securing the loan and the ability to substitute collateral or similar terms.

Except as provided in Rules E1-E3, no Senior Officer/Director may engage in transactions (including gifts) involving securities of NBT Bancorp at any time other than while the “trading window” is “open.”  This restriction applies to the discretionary reallocation of investments in the NBT Bancorp Inc. 401(k) and Employee Stock Ownership Plan and such reallocation must be performed during a trading window or pursuant to Rule E3.  The Insider Trading Compliance Officer will inform all Senior Officers/Directors of the opening of the trading window by e-mail, memorandum or similar means.  The trading window will generally be open during the period beginning one full trading day following the release of NBT’s quarterly or annual financial data and ending on the fifteenth (15^th) day prior to the end of each fiscal quarter; however, no Senior Officer/Director should assume that the window is open unless the Insider Trading Compliance Officer has specifically so notified such Senior Officer/Director.  The Insider Trading Compliance Officer may close the window at any time, notwithstanding any prior statements regarding its opening.

Except as provided in Rules E1-E3, no Senior Officer/Director may engage in transactions involving securities of any issuer other than NBT if such issuer is considered a “Restricted Issuer”.  The list of Restricted Issuers is maintained by the Insider Trading Compliance Officer. Before purchasing or selling securities of financial institutions within the NBT’s geographic market area, Senior Officers/Directors should consult the Insider Trading Compliance Officer to ensure that the financial institution is not a Restricted Issuer.  The Insider Trading Compliance Officer may institute such provisions, in addition to or instead of the notices provided for in this Rule S2, for dissemination and verification of information as to the identity of Restricted Issuers.

Each Section 16 Insider is responsible for filing all forms such Section 16 Insider is required to file under Section 16 of the Exchange Act and the rules thereunder.  Unless otherwise approved by the Insider Trading Compliance Officer, NBT will prepare all such forms for all Section 16 Insiders.  Whether prepared by the Section 16 Insider, NBT or another person, each Section 16 Insider is solely responsible for the accuracy and timely filing of his or her Section 16 forms.

With respect to any Section 16 Insider for whom NBT prepares the Section 16 forms in accordance with Rule I1 above: Upon becoming a Section 16 Insider, such Section 16 Insider must notify the Insider Trading Compliance Officer, or such other person as the Insider Trading Compliance Officer may designate for this purpose, of all NBT equity securities “beneficially owned” by such Section 16 Insider.  In addition, any time that such Section 16 Insider engages in any transaction (including gifts) involving NBT equity securities, such Section 16 Insider must obtain clearance from the Insider Trading Compliance Officer or such designated person of all such transactions prior to the action.  Notwithstanding the foregoing, a Section 16 Insider may report the reinvestment of dividends under any dividend reinvestment plan as soon as practicable after he or she receives a statement reflecting such transactions.^**  In addition, Section 16 Insiders do not need to receive pre-clearance for trades pursuant to an approved “contract, instruction or plan” made in accordance with Rule 10b5-1(c) (as described below), but must receive prior approval before implementing or amending such a plan. If a Section 16 Insider seeks pre-clearance and permission to engage in the transaction is denied, then the Section 16 Insider should refrain from initiating any transaction in NBT’s securities and should not inform any other person of the restriction. When a request for pre-clearance is made, the Section 16 Insider should carefully consider whether he or she may be aware of any material non-public information about NBT and should describe fully those circumstances to the Insider Trading Compliance Officer. Clearance of a transaction or a Rule 10b5-1 plan pursuant to this section is valid for no more than the three-business day period immediately following receipt by the Section 16 Insider of such clearance. Timely compliance with these requirements is essential to enable NBT to prepare the filings on a timely basis.  NBT is required to disclose, in its annual proxy statement and other filings, any failure by a Section 16 Insider to make timely filings of forms under Section 16 of the Exchange Act.  Section 16 Insiders may also be subject to fines or other penalties.

Short-swing profits (the profit from the purchase and then sale or sale and then purchase, or a “matchable” transaction, of the securities of NBT Bancorp within a six-month period) by Section 16 Insiders are forfeitable to NBT.  Short swing profit liability is measured by matching the highest sale price with the lowest purchase price of transactions occurring within the same six-month period less related direct transaction expenses incurred, regardless of the order in which the trades took place or the intent of the person making the transactions.  It is the responsibility of the Section 16 Insider to monitor his/her transactions to determine if short-swing profits have been realized.  The Section 16 Insider should seek assistance from the Insider Trading Compliance Officer if he/she has questions regarding such transactions.

Rules G1, S1 and S2 do not restrict acquisitions or cash exercises of stock options, stock appreciation rights, warrants, rights or other derivative securities or interests under a compensation plan established by the issuer of the underlying securities or to the vesting of restricted stock.  This exemption includes compensation plans established by NBT Bancorp or any other issuer.  This exemption does not exempt the sale of the underlying securities, including sales in a broker’s “cashless exercise.”  Rules G1, S1 and S2 also do not restrict transactions to withhold shares to cover taxes owed when restricted stock vests, as part of an NBT Bancorp equity compensation plan.

Rules G1, S1, and S2 do not restrict reinvestment of dividends pursuant to an issuer’s dividend reinvestment plan.  This exemption does not exempt the voluntary purchases of securities resulting from additional contributions you choose to make to any such dividend reinvestment plan, and to your election to participate in the plan or increase your level of participation in the plan. Rules G1, S1, and S2 also apply to your sale of any securities purchased pursuant to the plan. Senior Officers/Directors and Section 16 Insiders may only enter NBT Bancorp’s Automatic Dividend Reinvestment and Stock Purchase Plan while the trading window referred to in Rule S1 is “open.”

Rules G1, S1 and S2 do not apply to transactions which are made pursuant to a “contract, instruction or plan” in accordance with Rule 10b5-1(c) promulgated by the SEC, provided the provisions of that rule (which are generally described below) and this Rule E3 are satisfied.

before becoming aware of the information, you entered into a binding contract to purchase or sell the security, instructed another person to purchase or sell for your account or adopted a written plan for trading such securities;

that contract, instruction or plan either (1) specified the amount of securities to be traded and the price and date of the transactions;  (2) included a written formula or algorithm, or computer program, for determining the amount of securities to be traded and the price and the date of the transactions; or (3) did not permit you to exercise any subsequent influence over how, when or whether to effect purchases or sales (and any other person who, pursuant to the contract, instruction or plan, did exercise such influence was not aware of the material non‑public information when doing so);

the actual purchase or sale was pursuant to the contract, instruction or plan (including that you did not alter or deviate from the contract, instruction or plan or enter into or alter a corresponding or hedging transaction or position);

the contract, instruction or plan was given or entered into in good faith and not as part of a plan or scheme to evade insider trading prohibitions, and the contract, instruction or plan was conducted or operated in good faith.

trades under the contract, instruction or plan may not commence until expiration of the “cooling-off period” set forth in Rule 10b5-1^***;

if the plan was entered into by a Section 16 Insider, the plan must include representations that (i) the Section 16 Insider is not aware of material non-public information about the issuer or its securities; and (ii) the Section 16 Insider is adopting the plan in good faith and not as part of a plan or scheme to evade insider trading prohibitions;

you may not have more than one contract, instruction or plan outstanding at any given time, unless otherwise permitted by the limited exceptions of Rule 10b5-1 (such as plans relating to “sell to cover” arrangements intended to satisfy tax withholding obligations upon the vesting of equity awards); and

you may not have more than one single-trade contract, instruction or plan (i.e. a contract, instruction or plan designed to effect the open-market purchase or sale of the total amount of securities covered by the contract, instruction or plan in a single transaction) within any consecutive 12-month period, unless otherwise permitted by the limited exceptions of Rule 10b5-1.

No Senior Officer/Director may enter into or amend a binding contract for a transaction in securities of NBT Bancorp except during an open window period in accordance with Rule S1.

No Senior Officer/Director may enter into a binding contract, give an instruction or adopt a plan for transactions in securities of any issuer which at such time is a Restricted Issuer.

Any plan adopted or amended by a Senior Officer/Director with respect to transactions in securities of NBT Bancorp must be approved by the Insider Trading Compliance Officer or other designated person prior to the date on which any transaction is to be effected under the plan.  Senior Officers/Directors must submit a proposed plan or plan amendment sufficiently in advance of the first desired transaction to permit the Insider Trading Compliance Officer adequate time for review.  Senior Officers/Directors should anticipate that the Insider Trading Compliance Officer may have comments on and require modifications to the plan or plan amendment prior to it becoming effective, and should allow sufficient time accordingly.  The plan or any plan amendments must satisfy the requirements of Rule 10b5-1(c).  Also, the Insider Trading Compliance Officer may require that a plan provide for transactions to be suspended during certain periods as may be required by NBT to satisfy the requirements of Rule 10b‑18 promulgated by the SEC or comply with any “lock-ups” requested by the underwriters of any offering of securities by NBT Bancorp. Senior Officer/Directors must promptly report to the Insider Trading Compliance Officer or other designated person the termination of any contract, plan or instruction.

If any Senior Officer/Director enters into a contract, gives an instruction or adopts a plan under which a transaction in securities (of NBT or another issuer) is to be effected at a time at which Rule S1 or S2 would not permit such transaction in the absence of this Rule E3, such Senior Officer/Director shall report such contract, plan or instruction to the Insider Trading Compliance Officer promptly after entering into, giving or adopting such contract, instruction or plan (or, if later, the date the applicable issuer is considered a Restricted Issuer).

Under SEC rules, NBT is required to provide quarterly disclosure regarding the adoption, termination, and materials terms of a contract, instruction or plan of the Section 16 Insiders. NBT may also make public disclosure of a contract, instruction or plan of other Senior Officer/Directors if NBT deems such disclosure appropriate.  Any Section 16 Insider and Senior Officer/Director, by entering into a contract, giving an instruction, or adopting a plan authorizes NBT to make such disclosure.

Paragraphs (a) to (f) also apply to any contract, plan or instruction of a family member of a Senior Officer/Director or any other person associated with a Senior Officer/Director as described under “Persons to whom the Rules apply.”

Confidential information may not be disclosed to an employee unless that person has a need to know such information in connection with his or her employment or supervisory responsibilities.

Confidential information may not be disclosed to a representative of an outside firm retained by NBT (e.g., a law firm, accounting firm or other professional services firm) unless that person needs to know the information in connection with the services to be provided by the firm to NBT.

Confidential information concerning a transaction may be shared with other participants in the transaction, but only to the extent appropriate under the circumstances.

Whenever confidential information must be disclosed to an employee, representative of an outside firm or participant in a transaction, the recipient of such information must be apprised of the confidential nature of the information and that he or she has a duty to protect the confidentiality of the information.

Confidential information regarding a customer or other person with whom NBT does business may be disclosed if specifically authorized in writing by such customer or other person, or if required by law or legal process.  Except for disclosures of such type in the ordinary course of business, any such disclosures must be approved by the Insider Trading Compliance Officer.

Confidential information should not be discussed where unauthorized persons may overhear the discussion.

Precautions should be taken to ensure that unauthorized persons do not gain access to written or other materials containing confidential information. When appropriate, such precautions include locking materials in drawers overnight, delivering materials in sealed envelopes, shredding documents and marking confidential documents “confidential.”

Confidential information stored on personal computers and diskettes must be properly secured to prevent unauthorized persons from accessing such data.  At a minimum, employees must keep identification and access codes confidential.

Inside information obtained by personnel working in commercial lending or loan review (hereinafter referred to as “Potential Insider Functions”) must not be disclosed to Trust Officers. Trust Officers generally do not have a need to know inside information, especially if such information is in the possession of personnel in Potential Insider Functions.  Therefore, communications by personnel in Potential Insider Functions with Trust Officers must be limited to such communications as are consistent with valid business, work related and similar needs.  All unnecessary communications between Trust Officers and personnel in Potential Insider Functions should be avoided.