RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                NBT BANCORP INC.

 

 

     FIRST:     The name of the corporation (hereinafter called the Corporation)

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is NBT BANCORP INC.

 

     SECOND:     The address of the registered office of the Corporation in the

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State of Delaware is 2711 Centerville Road Suite 400, Wilmington, New Castle

County, Delaware, 19808; and the name of the registered agent of the Corporation

in the State of Delaware at such address is The Prentice-Hall Corporation

System, Inc.

 

     THIRD:     The nature of the business and the purpose to be conducted and

     -----

promoted by the Corporation shall be to conduct any lawful business, to promote

any lawful purpose, and to engage in any lawful act or activity for which

corporations may be organized under the General Corporation Law of the State of

Delaware.

 

     FOURTH:     The total number of shares of all classes of capital stock

     ------

which the Corporation shall have the authority to issue is Fifty-Two Million

Five Hundred Thousand (52,500,000) shares consisting of Fifty Million

(50,000,000) shares of Common Stock, par value $.01 per share and Two Million

Five Hundred Thousand (2,500,000) shares of Preferred Stock, par value $.01 per

share.

 

     FIFTH:     The Board of Directors is authorized, subject to limitations

     -----

prescribed by law and the provisions of the Article FOURTH, to provide for the

issuance of the shares of Preferred Stock in series, and by filing a certificate

pursuant to the applicable law of the State of Delaware, to establish from time

to time the number of shares to be included in each such series, and to fix the

designation, powers, preferences and rights of the shares of each such series

and the qualifications, limitations or restrictions thereof.

 

     The authority of the Board with respect to each series shall include, but

not to be limited to, determination of the following:

 

          (a) The number of shares constituting that series and the distinctive

     designation of that series;

 

          (b) The dividend rate on the shares of that series, whether dividends

     shall be cumulative, and, if so, from which date or dates, and the relative

     rights of priority, if any, of payment of dividends on shares of that

     series;

 

          (c) Whether that series shall have voting rights, in addition to the

     voting rights provided by law, and, if so, the terms of such voting rights;

 

          (d) Whether that series shall have conversion privileges, and, if so,

     the terms and conditions of such conversion, including provisions for

     adjustment of the conversion rate in such events as the Board of Directors

     shall determine;

 

          (e) Whether or not the shares of that series shall be redeemable, and,

     if so, the terms and conditions of such redemption, including the date or

     dates upon or after which they shall be redeemable, and the amount per

     share payable in case of redemption, which amount may vary under different

     conditions and at different redemption dates;

 

          (f) Whether that series shall have a sinking fund for the redemption

     or purchase of shares of that series, and, if so, the terms and amount of

     such sinking fund;

 

          (g) The right of the shares of that series in the event of voluntary

     or involuntary liquidation, dissolution or winding up of the Corporation,

     and the relative rights of priority, if any, of payment of shares of that

     series;

 

 

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<PAGE>

          (h) Any other relative rights, preferences and limitations of that

     series.

 

     Dividends on outstanding shares of Preferred Stock shall be paid or

declared and set apart for payment, before any dividends shall be paid or

declared and set apart for payment on the Common Stock with respect to the same

dividend period.

 

     If upon any voluntary or involuntary liquidation, dissolution or winding up

of the Corporation, the assets available for distribution to holders of shares

of Preferred Stock of all series shall be insufficient to pay such holders the

full preferential amount to which they are entitled, then such assets shall be

distributed ratably among the shares of all series of Preferred Stock in

accordance with the respective preferential amounts (including unpaid cumulative

dividends, if any) payable with respect thereto.

 

     SIXTH:     The Corporation is to have perpetual existence.

     -----

 

     SEVENTH:     The name and the mailing address of the incorporator are as

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follows:

 

           NAME                    MAILING ADDRESS

           ----                    ---------------

 

     Everett A. Gilmour            52 South Broad Street

                                   Norwich, New York 13815

 

     EIGHTH:     For the management of the business and for the conduct of the

     ------

affairs of the Corporation, and in further definition, limitation and regulation

of the powers of the Corporation and of its directors and of its stockholders or

any class thereof, as the case may be, it is further provided:

 

          (a) The management of the business and the conduct of the affairs of

     the Corporation shall be vested in its Board of Directors. The number of

     directors shall be fixed by, or in the manner provided in, the By-Laws.

     Directors need not be elected by written ballot, unless so required by the

     By-Laws of the Corporation.

 

          (b) After the original or other By-Laws of the Corporation have been

     adopted, amended, or repealed, as the case may be, in accordance with the

     provisions of Section 109 of the General Corporation Law of the State of

     Delaware, and after the Corporation has received any payment for any of its

     stock, the power to adopt, amend, or repeal the By-Laws of the Corporation

     may be exercised by the Board of Directors of the Corporation.

 

     NINTH:     Meetings of stockholders may be held within or without the State

     -----

of Delaware, as the By-Laws may provide.  The books of the Corporation may be

kept (subject to any provision contained in the statute) outside the State of

Delaware at such place or places as may be designated from time to time by the

Board of Directors or in the By-Laws of the Corporation.

 

     TENTH:     From time to time, any of the provisions of this Certificate of

     -----

Incorporation may be amended, altered or repealed, and other provisions

authorized by the laws of the State of Delaware at the time in force may be

added or inserted, all in the manner now or hereafter prescribed by the laws of

the State of Delaware, and all rights and powers at any time conferred upon the

stockholders and the directors of the Corporation by this Certificate of

Incorporation are granted subject to the provisions of this Article TENTH.  The

provisions set forth in Article ELEVENTH may not be repealed or amended in any

respect, unless such action is approved by the affirmative vote of the holders

of not less than eighty percent (80%) of the outstanding shares of Voting Stock

(as defined in Article ELEVENTH) of the Corporation; provided, however, if there

is a Major Stockholder as defined in Article ELEVENTH, such eighty percent (80%)

vote must include the affirmative vote of at least eighty percent (80%) of

 

 

                                      -102-

<PAGE>

the outstanding shares of voting stock held by shareholders other than the Major

Stockholder.

 

     ELEVENTH:

     --------

 

     (a) The affirmative vote of the holders of not less than eighty percent

(80%) of the total voting power of all outstanding shares entitled to vote in

the election of any particular Class of Directors (as defined in Section (e) of

this Article ELEVENTH) and held by disinterested shareholders (as defined below)

shall be required for the approval or authorization of any "Business

Combination," as defined and set forth below:

 

          (1) Any merger, consolidation or other business reorganization or

     combination of the Corporation or any of its subsidiaries with any other

     corporation that is a Major Stockholder of the Corporation;

 

          (2) Any sale, lease or exchange by the Corporation of all or a

     substantial part of its assets to or with a Major Stockholder;

 

          (3) Any issue of any stock or other security of the Corporation or any

     of its subsidiaries for cash, assets or securities of a Major Stockholder;

 

          (4) Any reverse stock split of, or exchange of securities, cash or

     other properties or assets for any outstanding securities of the

     Corporation or any of its subsidiaries or liquidation or dissolution of the

     Corporation or any of its subsidiaries in any such case in which a Major

     Stockholder receives any securities, cash or other assets whether or not

     different from those received or retained by any holder of securities of

     the same class as held by such Major Shareholder.

 

     The affirmative vote required by this Article ELEVENTH shall be in addition

to the vote of the holders of any class or series of stock of the Corporation

otherwise required by law, by any other Article of this Certificate of

Incorporation or as this Certificate of Incorporation may be amended, by any

resolution of the Board of Directors providing for the issuance of a class or

series of stock, or by any agreement between the Corporation and any national

securities exchange.

 

     (b) For the purpose of this Article ELEVENTH:

 

          (1) The term "Major Stockholder" shall mean and include any person,

     corporation, partnership, or other person or entity which, together with

     its "Affiliates" and "Associates" (as defined at Rule 12b-2 under the

     Securities Exchange Act of 1934), "beneficially owns" (as hereinafter

     defined) in the aggregate five percent (5%) or more of the outstanding

     shares of Voting Stock, and any Affiliates or Associates of any such

     person, corporation, partnership, or other person or entity.

 

          (2) The term "Substantial Part" shall mean more than twenty-five

     percent (25%) of the fair market value of the total consolidated assets of

     the Corporation in question or more than twenty-five percent (25%) of the

     aggregate par value of authorized and issued Voting Stock of the

     Corporation in question, as of the end of its most recent fiscal quarter

     ending prior to the time the determination is being made.

 

          (3) The term "Voting Stock" shall mean the stock of Corporation

     entitled to vote in the election of directors.

 

          (4) The term "Beneficial Owner" shall mean any person and certain

     related parties, directly or indirectly, who own shares or have the right

     to acquire or vote shares of the company.

 

          (5) The term "Disinterested Shareholder" shall mean any holder of

     voting securities of the company other then (i) a Major Stockholder if it

     or any of them has a financial interest in the transaction being voted on

     (except for a financial interest attributable solely to such person's

     interest as a stockholder of

 

 

                                      -103-

<PAGE>

     the company which is identical to the interests of all stockholders of the

     same class) and (ii) in the context of a transaction described in (a) (4)

     above, any Major Stockholder (whether or not having a financial interest

     described in clause (i) of this sentence) if it or any of them has directly

     or indirectly proposed the transaction, solicited proxies to vote in favor

     of the transaction, financed any such solicitation of proxies or entered

     into any contract, arrangement, or understanding with any person for the

     voting of securities of the company in favor of the transaction.

 

     (c) The provisions of this Article shall not apply to a Business

Combination which is approved by sixty-six and two-thirds percent (66-2/3%) of

those members of the Board of Directors who were directors prior to the time

when the Major Stockholder became a Major Stockholder. The provisions of this

Article shall not apply to a Business Combination which (i) does not change any

stockholder's percentage ownership in the shares of stock entitled to vote in

the election of directors of any successor of the Corporation from the

percentage of the shares of Voting Stock owned by such stockholder; (ii)

provides for the provisions of this Article without any amendment, change,

alteration, or deletion, to apply to any successor to the Corporation; and (iii)

does not transfer all or a Substantial Part of the Corporation's assets or

Voting Stock other than to a wholly-owned subsidiary of the Corporation.

 

     (d) Nothing contained in the Article shall be construed to relieve a Major

Stockholder from any fiduciary obligation imposed by law. In addition, nothing

contained in this Article shall prevent any stockholders of the Corporation from

objecting to any Business Combination and from demanding any appraisal rights

which may be available to such stockholder.

 

     (e) The Board of Directors of the Corporation shall be divided into three

classes: Class 1, Class 2 and Class 3, which shall be as nearly equal as

possible. Each Director shall serve for a term ending on the date of the third

Annual Meeting of Shareowners following the Annual Meeting at which such

Director was elected; provided, however, that each initial Director in Class 1

shall hold office until the Annual Meeting of Shareowners in 1987; each initial

Director in Class 2 shall hold office until the Annual Meeting of Shareowners in

1988; and each initial Director in Class 3 shall hold office until the Annual

Meeting of Shareowners in 1989. Such initial Directors for each of the three

Classes of Directors shall be as follows: Class 1 - John M. Kolbas and Paul O.

Stillman; Class 2 - Donald E. Stone, Darryl R. Gregson and Paul R. Enggaard;

Class 3 - Everett A. Gilmour, J. K. Weinman and Thomas J. Mirabito. In the event

of any increase or decrease in the authorized number of Directors, (1) each

Director then serving as such nevertheless continue as a Director of the Class

of which he is a member until the expiration of his current term, or his earlier

resignation, removal from office or death, and (2) the newly created or

eliminated directorships resulting from such increase or decrease shall be

appointed by the Board of Directors among the three Classes of Directors so as

to maintain such Classes as nearly equal as possible. Notwithstanding any of the

foregoing provisions of this Article Eleventh, each Director shall serve until

his successor is elected and qualified or until his earlier resignation, removal

from office or death.

 

     TWELFTH:     A director of the corporation shall not be personally liable

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to the corporation or its stockholders for monetary damages for breach of

fiduciary duty as a director except for liability (i) for any breach of the

director's duty of loyalty to the corporation of its stockholders, (ii) for acts

or omissions not in good faith or which involve intentional misconduct or a

knowing violation of law, (iii) under Section 174 of the Delaware General

Corporation Law, as the same exists or hereafter may be amended, or (iv) for any

transaction from which the director derived an improper personal benefit.  If

the Delaware General Corporation Law hereafter is amended to authorize the

further elimination or limitation of the liability of directors, then the

liability of a director of the corporation, in addition to the limitation on

personal liability provided herein, shall be limited to the fullest extent

permitted by the amended Delaware General Corporation Law.  Any repeal or

modification of this paragraph by the stockholders of the corporation shall be

prospective only, and shall not adversely affect any limitation on the personal

liability of a director of the corporation existing at the time of such repeal

or modification.

 

 

                                     

 

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

NBT BANCORP INC.

NBT Bancorp Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That at a meeting of the Board of Directors of NBT Bancorp Inc., resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation, as amended, of NBT Bancorp Inc., declaring such amendment to be advisable and submitting such amendment to the shareholders of NBT Bancorp Inc. for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing sections (a) and (e) of the Article thereof numbered “ELEVENTH”, so that, as amended, said sections shall be and read as follows:

(a) The affirmative vote of the holders of not less than eighty percent (80%) of the total voting power of all outstanding shares entitled to vote in the election of Directors and held by disinterested shareholders (as defined below) shall be required for the approval or authorization of any “Business Combination,” as defined and set forth below:

(e) Each Director who is nominated to serve as a director as of the date of the 2015 annual meeting of shareholders shall, if elected, hold office until the 2016 annual meeting of shareholders. Each Director who was serving as a Director as of the 2015 annual meeting of shareholders and who was not nominated at such meeting shall hold office until the expiration of the term for which he or she has been elected and until his or her successor shall be elected and shall qualify, subject, however, to prior resignation, removal from office or death. At each annual meeting of shareholders after the date of the 2015 annual meeting of shareholders, each Director who does not have a continuing term as provided in the foregoing sentence (and each Director for whom a continuing term has expired) shall if nominated and elected hold office until the annual meeting next succeeding his or her election and until his or her successor shall be elected and shall qualify, subject, however, to prior resignation, removal from office or death. In the event of any increase or decrease in the authorized number of Directors, each Director then serving as such shall nevertheless continue as a Director until the expiration of his or her current term and until his or her successor shall be elected and shall qualify, subject, however, to his earlier resignation, removal from office or death. Any Director elected or appointed to fill a newly created directorship resulting from an increase in the authorized number of directors or a vacancy shall hold office until the annual meeting next succeeding his or her election or appointment and until his or her successor shall be elected and shall quality, subject, however, to prior resignation, removal from office or death.

SECOND: That thereafter, pursuant to a resolution of its Board of Directors, a meeting of shareholders of NBT Bancorp Inc. was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.


IN WITNESS WHEREOF, NBT Bancorp Inc. has caused this certificate to be signed this 1st day of July, 2015.

 

By:

/s/ F. Sheldon Prentice

Name:

F. Sheldon Prentice

Title:

Executive Vice President, General Counsel & Corporate Secretary

 

[As Filed: 07-01-2015]