Common use of Election Procedures Clause in Contracts

Election Procedures. 3.2.1. Holders of CNB Common Stock may elect to receive shares of NBT Common Stock or cash in exchange for their shares of NBT Common Stock. The total number of shares of CNB Common Stock to be converted into Stock Consideration pursuant to this Section 3.1 shall be equal to the product obtained by multiplying (x) the number of shares of CNB Common Stock outstanding immediately prior to the Effective Time by (y) 0.55 (the “Stock Conversion Number”). All other shares of CNB Common Stock shall be converted into Cash Consideration. 3.2.2. An election form, in such form as NBT and CNB shall mutually agree (“Election Form”), will be sent, on the date that the Proxy Statement-Prospectus is mailed (the “Mailing Date”), or such later date as NBT may determine, to each holder of record of CNB Common Stock entitled to vote at the CNB Shareholders Meeting (as defined in Section 8.1.1) permitting such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify the number of shares of CNB Common Stock owned by such holder with respect to which such holder desires to make a Cash Election (a “Cash Election”), in accordance with the provision of Section 3.1.4, (ii) to specify the number of shares of CNB Common Stock owned by such holder with respect to which such holder desires to make a Stock Election, in accordance with the provision of Section 3.1.3, or (iii) to indicate that such record holder has no preference as to the receipt of cash or NBT Common Stock for such shares (a “Non-Election”). Holders of record of shares of CNB Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of CNB Common Stock held by each Representative for a particular beneficial owner. Any shares of CNB Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent on an effective, properly completed Election Form shall be deemed Non-Election Shares. Any Dissenting Shares shall be deemed shares subject to an All Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NBT Common Stock. NBT shall make available one or more Election Forms as may reasonably be requested in writing from time to time by all persons who become holders (or beneficial owners) of CNB Common Stock between the CNB Shareholders Meeting record date and the close of business on the business day prior to the Election Deadline (as defined in Section 3.2.3), and CNB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein.

Election Procedures. 3.2.1. Holders Each holder of CNB Common Stock may elect to receive shares of NBT Common Stock or cash in exchange for their shares of NBT Common Stock. The total number record of shares of CNB Target Common Stock (“Holder”) and each holder of record of a Target Warrant (“Warrant Holder”) shall have the right, subject to be converted into Stock Consideration pursuant the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 shall be equal to the product obtained by multiplying 2.1 (xeach, an “Election”) (i) the number of shares of CNB Target Common Stock outstanding immediately prior owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Target Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Each Warrant Holder may specify in a request made in accordance with the provisions of this Section 2.1 (each, a “Warrant Election”) (i) the number of Target Warrants owned by such Warrant Holder with respect to which such Warrant Holder desires to make a Stock Election and (ii) the number of Target Warrants owned by such Warrant Holder with respect to which such Warrant Holder desires to make a Cash Election. (c) Before the Effective Time by (y) 0.55 Time, Buyer shall appoint American Stock Transfer & Trust Company, LLC, pursuant to an agreement (the “Stock Conversion NumberExchange Agent Agreement”), to act as exchange agent (the “Exchange Agent”) hereunder. All Buyer shall prepare an election form and other shares appropriate and customary transmittal materials, including a Letter of CNB Common Stock shall be converted into Cash Consideration. 3.2.2. An election formTransmittal and Surrender Instruction (each defined below), in such a form as NBT and CNB shall mutually agree reasonably acceptable to Target (the “Election Form”), will which shall be sent, mailed no more than 40 business days and no less than 20 business days before the anticipated Effective Time or on such earlier date as Target and Buyer shall mutually agree to each Holder and each Warrant Holder as of five business days before the date that of such mailing. Each Election Form shall permit such Holder or Warrant Holder, as the Proxy Statement-Prospectus is mailed (the “Mailing Date”), or such later date as NBT case may determine, to each holder of record of CNB Common Stock entitled to vote at the CNB Shareholders Meeting (as defined in Section 8.1.1) permitting such holderbe, subject to the allocation and election procedures set forth in this Section 3.22.1, to (i) elect to specify receive the number Cash Consideration for all of the shares of CNB Target Common Stock owned held by such holder Holder in accordance with respect Section 1.4(c) or, as applicable, elect to which receive the Warrant Cash Consideration for all Target Warrants held by such holder desires Warrant Holder in accordance with Section 1.7(a), (ii) elect to make a Cash Election (a “Cash Election”)receive the Stock Consideration for all of the shares of Target Common Stock held by such Holder, in accordance with Section 1.4(c) or, as applicable, elect to receive the provision of Section 3.1.4, (ii) to specify the number of shares of CNB Common Warrant Stock owned Consideration for all Target Warrants held by such holder with respect to which such holder desires to make a Stock Election, Warrant Holder in accordance with the provision of Section 3.1.31.7(a), or (iii) elect to receive the Stock Consideration for a part of such Holder’s Target Common Stock and the Cash Consideration for the remaining part of such Holder’s Target Common Stock in accordance with Section 1.4(c) or, as applicable, elect to receive the Warrant Stock Consideration for a part of such Warrant Holder’s Target Warrants and the Warrant Cash Consideration for the remaining part of such Warrant Holder’s Target Warrants in accordance with Section 1.7(a) or (iv) indicate that such record holder Holder or Warrant Holder, as the case may be, has no preference as to the receipt of cash or NBT Buyer Common Stock for such shares and/or Target Warrants (a “Non-Election”). Holders of record of shares of CNB Common Stock A Holder who hold holds such shares shares, or Warrant Holder who holds such Target Warrants, as nomineesnominee, trustees trustee or in other another representative capacities capacity (a “Representative”) may submit multiple Election Forms, provided provided, that each such Election Form covers all of the shares of CNB Target Common Stock and/or Target Warrants held by each such Representative for a particular beneficial owner. Any shares of CNB Target Common Stock with respect to which the holder thereof shall Holder thereof, and any Target Warrants with respect to which the Warrant Holder thereof, has not, as of the Election Deadline, have made an election by submission to the Exchange Agent on of an effective, properly completed Election Form shall be deemed Non-Election SharesShares and/or Non-Election Warrants, as applicable. Any Dissenting Shares shall be deemed shares subject to an All Cash ElectionAs used in this Agreement, and with respect to such shares the holders thereof shall in no event receive consideration comprised “Letter of NBT Common Stock. NBT shall make available Transmittal” means one or more Election Forms as may reasonably be requested in writing from time to time by all persons who become holders (or beneficial owners) letters of CNB Common Stock between the CNB Shareholders Meeting record date and the close of business on the business day prior to the Election Deadline (as defined in Section 3.2.3), and CNB shall provide transmittal to the Exchange Agent, which shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent all information reasonably necessary Agreement and which shall specify that delivery of Certificate(s) and/or Target Warrants shall be effected, and risk of loss and title to Certificate(s) and/or Target Warrants shall pass, only upon delivery of such Certificate(s) and/or Target Warrants (or customary affidavits of loss in lieu of such Certificate(s) and/or Target Warrants and indemnification regarding the loss or destruction of such Certificate(s) and/or Target Warrants). As used in this Agreement, “Surrender Instructions” means instructions for it use in surrendering Certificate(s) and/or Target Warrants (or customary affidavits of loss in lieu of such Certificates and/or Target Warrants and indemnification regarding the loss or destruction of such Certificates and/or Target Warrants) in exchange for the Merger Consideration and/or consideration for the Target Warrants, as applicable, and any cash in lieu of fractional shares of Buyer Common Stock to perform as specified hereinbe issued or paid in consideration therefor in accordance with Section 2.3(g) upon surrender of such Certificate and any dividends or distributions to which the holder is entitled pursuant to Section 2.3(d).

Election Procedures. 3.2.1. 3.2.1 Holders of CNB BSFI Common Stock may elect to receive shares of NBT AFC Common Stock or cash in exchange for their shares of NBT BSFI Common Stock. The total number of shares of CNB BSFI Common Stock to be converted into Stock Consideration pursuant to this Section 3.1 3.2.1 shall be equal to the product obtained by multiplying (x) the number of shares of CNB BSFI Common Stock outstanding immediately prior to the Effective Time by (y) 0.55 0.75 (the “Stock Conversion Number”). All other shares of CNB BSFI Common Stock shall be converted into Cash Consideration. 3.2.2. 3.2.2 An election form, form and other appropriate customary transmittal material in such form as NBT AFC and CNB BSFI shall mutually agree (“Election Form”), will be sent, mailed no more than forty (40) business days and no less than twenty (20) business days prior to the anticipated Effective Time or on the such earlier date that the Proxy Statement-Prospectus is mailed as AFC and BSFI shall mutually agree (the “Mailing Date”), ) or such if a later date as NBT may determineis agreed upon by AFC and BSFI no later than five (5) business days prior to the Mailing Date, to each holder of record of CNB BSFI Common Stock entitled to vote at the CNB Shareholders BSFI Stockholders Meeting (as defined in Section 8.1.1) permitting such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify the number of shares of CNB BSFI Common Stock owned by such holder with respect to which such holder desires to make a Cash Election (a “Cash Election”), in accordance with the provision of Section 3.1.4, (ii) to specify the number of shares of CNB BSFI Common Stock owned by such holder with respect to which such holder desires to make a Stock Election, in accordance with the provision of Section 3.1.3, or (iii) to indicate that such record holder has no preference as to the receipt of cash or NBT AFC Common Stock for such shares (a “Non-Election”). Holders of record of shares of CNB BSFI Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of CNB BSFI Common Stock held by each Representative for a particular beneficial owner. Any shares of CNB BSFI Common Stock with respect to which the holder thereof shall not, as of the Election DeadlineDeadline (as defined in Section 3.2.3), have made an election by submission to the Exchange Agent on of an effective, properly completed Election Form shall be deemed Non-Election Shares. Any Dissenting Shares shall be deemed shares subject to an All a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NBT AFC Common Stock. NBT AFC shall make available one or more Election Forms as may reasonably be requested in writing from time to time by all persons who become holders (or beneficial owners) of CNB BSFI Common Stock between the CNB Shareholders BSFI Stockholders Meeting record date and the close of business on the business day prior to the Election Deadline (as defined in Section 3.2.3), and CNB BSFI shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein.

Election Procedures. 3.2.1The Parties acknowledge that for United States income tax purposes it is intended that the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Code, and this Agreement is intended to be and is adopted as, a plan of reorganization within the meaning of Section 368 of the Code. Consistent with that intent, notwithstanding any provision of this Agreement to the contrary, the aggregate Merger Consideration payable to all holders of Alliance Common Stock shall include such number of shares of NEWCO Common Stock as is necessary Back to Contents in order that the aggregate number of shares of Alliance Common Stock exchanged through the Merger for shares of NEWCO Common Stock is at least 75% of the aggregate of (i) the total number of shares of Alliance Common Stock issued and outstanding (including those issued and outstanding shares of Alliance Common Stock held in the Alliance Stock Option Income Deferral Plan) and (ii) the total number of shares of Alliance Common Stock subject to Options immediately prior to the Effective Time (the “Minimum Share Requirement”). Holders of CNB Common Stock Options may elect to receive shares of NBT NEWCO Common Stock or or, by virtue of having failed to elect to receive shares of NEWCO Common Stock, the cash Option Price as contemplated in Section 3.1.4, and holders of Alliance Common Stock (including issued and outstanding shares of Alliance Common Stock held in the Alliance Stock Option Income Deferral Plan) may elect to receive shares of NEWCO Common Stock or, subject to the Minimum Share Requirement, the Cash Election Price in exchange for their shares of NBT Common Stock. The total number of shares of CNB Alliance Common Stock to be converted into Stock Consideration pursuant to this Section 3.1 shall be equal to or Options, as the product obtained by multiplying (x) case may be, in accordance with the number of shares of CNB Common Stock outstanding immediately prior to the Effective Time by (y) 0.55 (the “Stock Conversion Number”). All other shares of CNB Common Stock shall be converted into Cash Considerationfollowing procedures. 3.2.2. 3.2.1 An election form, in such form as NBT and CNB shall mutually agree (“Election Form”), ) will be sent, on sent by NEWCO no later than fifteen (15) Business Days and no earlier than thirty (30) Business Days prior to the date expected Effective Time (provided that it need not be sent until the Proxy Statement-Prospectus is mailed (approvals from the “Mailing Date”), or such later date Bank Regulators as NBT may determine, set forth in Section 8.4 have been obtained) to each holder of record of CNB Alliance Common Stock entitled to vote at the CNB Shareholders Meeting (as defined in Section 8.1.1) and each holder of an Option permitting such holderholder (or in the case of nominee record holders, subject the beneficial owner through proper instructions and documentation) to the allocation and election procedures set forth in this Section 3.2, elect to receive either (i) to specify the number of shares of CNB NEWCO Common Stock owned by such holder with respect to which each share of such holder desires to make a Cash holder’s Alliance Common Stock or Option, as the case may be, as provided herein (the “Alliance Stock Election (a “Cash ElectionShares”), in accordance with the provision of Section 3.1.4, ) or (ii) to specify in the number case of shares holders of CNB Alliance Common Stock owned by such holder Stock, cash with respect to which each share of such holder desires to make a Stock Electionholder’s Alliance Common Stock, in accordance with as provided herein (the provision of Section 3.1.3, or (iii) to indicate that such record holder has no preference as to the receipt of cash or NBT Common Stock for such shares (a “Non-ElectionAlliance Cash Election Shares”). Holders of record of shares of CNB Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of CNB Common Stock held by each Representative for a particular beneficial owner. Any shares of CNB Alliance Common Stock (including those issued and outstanding shares of Alliance Common Stock held in the Alliance Stock Option Income Deferral Plan) with respect to which the holder thereof shall not, as of the Election Deadline, have made such an election by submission to the Exchange Agent on an effective, properly completed Election Form shall be deemed Non-to be Alliance Stock Election SharesShares and shall be converted into NEWCO Common Stock in accordance with Section 3.1.2. Any Options with respect to which the holder thereof shall not, as of the Election Deadline, have made such election by submission to the Exchange Agent of an effective, properly completed Election Form shall be entitled to the Option Price as set forth in Section 3.1.4 hereof multiplied by the number of shares of Alliance Common Stock subject to such Option. Any Dissenting Shares shall be deemed shares subject to an All be Alliance Cash ElectionElection Shares, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NBT NEWCO Common Stock. 3.2.2 The term “Election Deadline”, as used below, shall mean 5:00 p.m., Eastern time, on the fifteenth (15th) Business Day following but not including the date of mailing of the Election Form or such other date as Alliance and NEWCO shall mutually agree upon, provided in any event, the Election Deadline shall be at or before the Effective Time. NBT shall make available one or more Election Forms as may reasonably be requested in writing from time Any election to time by all persons who become holders (or beneficial owners) of CNB receive NEWCO Common Stock between or cash shall have been properly made only if the CNB Shareholders Meeting record date and Exchange Agent shall have actually received a properly completed Election Form by the close of business on Election Deadline. Any Election Form may be revoked or changed by the business day person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice is actually received, including by facsimile, by the Exchange Agent at or prior to the Election Deadline (as defined in Section 3.2.3), and CNB Deadline. The certificate or certificates representing Alliance Common Stock relating Back to Contents to any revoked Election Form shall provide be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. The Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. Within five (5) Business Days after the Election Deadline, the Exchange Agent shall calculate the allocation, if any, among holders of Alliance Common Stock of rights to receive the Cash Election Price in the Merger in accordance with the Election Forms as follows: (i) If the number of Alliance Stock Election Shares is less than the Minimum Share Requirement, then the Alliance Cash Election Shares will be converted into the right to receive NEWCO Common Stock and cash in the following manner: (A) a proration factor (the “Cash Proration Factor”) shall be determined by dividing (x) the number by which the sum of (i) the number of Cash Election Shares and (ii) the number of shares of Alliance Common Stock subject to Options immediately prior to the Effective Time receiving the cash Option Price, exceeds 25% of the sum of (iii) the total number of shares of Alliance Common Stock issued and outstanding (including without limitation the shares of Alliance Common Stock held in the Alliance Stock Option Income Deferral Plan) and (iv) the total number of shares of Alliance Stock underlying Options immediately prior to the Effective Time, by (y) the sum of (v) number of Cash Election Shares (excluding Dissenting Shares therefrom) plus (vi) the number of shares of Alliance Common Stock subject to Options immediately prior to the Effective Time receiving the cash Option Price; (B) the number of Alliance Cash Election Shares (other than Dissenting Shares) held by each holder of shares of Alliance Common Stock that will be converted into the right to receive cash pursuant to the terms of Section 3.1.3 shall be reduced by that whole number of Cash Election Shares held by such holder of shares of Alliance Common Stock determined by multiplying the Cash Proration Factor by the number of Alliance Cash Election Shares held by such holder and rounding up to the nearest whole share; and (C) all information reasonably necessary for it Alliance Cash Election Shares (other than (i) those shares converted into the right to perform as specified hereinreceive cash in accordance with the preceding subparagraph (B), (ii) Options the holders of which failed to make the election contemplated in Section 3.1.4 hereof and (iii) Dissenting Shares) shall be converted into the right to receive NEWCO Common Stock in accordance with the terms of Section 3.1.2.

Election Procedures. 3.2.1. Holders Each holder of CNB Common Stock may elect to receive shares record of NBT Common Stock or cash in exchange for their shares of NBT Common Stock. The total number of shares of CNB Common Stock to be converted into Stock Consideration pursuant to this Section 3.1 shall be equal to the product obtained by multiplying Company Shares (other than (x) Company Shares to be cancelled in accordance with Section 2.1(c), (y) any Dissenting Shares and (z) Company Shares owned by any of the number of shares of CNB Common Stock Company Subsidiaries immediately prior to the Effective Time) or Company Preferred Shares (other than Company Preferred Shares for which the holder thereof has elected to receive the liquidation preference plus accrued and unpaid dividends as provided in Section 2.1(b)) issued and outstanding immediately prior to the Effective Time by Election Deadline (ya “Holder”) 0.55 (shall have the “Stock Conversion Number”). All other shares of CNB Common Stock shall be converted into Cash Consideration. 3.2.2. An election form, in such form as NBT and CNB shall mutually agree (“Election Form”), will be sent, on the date that the Proxy Statement-Prospectus is mailed (the “Mailing Date”), or such later date as NBT may determine, to each holder of record of CNB Common Stock entitled to vote at the CNB Shareholders Meeting (as defined in Section 8.1.1) permitting such holderright, subject to the allocation and limitations set forth in this Article II, to submit an election on or prior to the Election Deadline in accordance with the procedures set forth in this Section 3.2, 2.7. (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.7 (an “Election”) (i) to specify the number of shares Company Shares owned or, in the case of CNB Common Stock Company Preferred Shares, to be owned following the cancellation and conversion provided for in Section 2.1(b)(i), by such holder Holder with respect to which such holder Holder desires to make a Share Election, (ii) the number of such Company Shares with respect to which such Holder desires to make a Cash Election and (iii) the particular shares for which the Holder desires to make either such election, and the order in which either such election is to apply to any such shares if the election is subject to proration under Section 2.8. Any Holder who wishes to make an Election shall be required to waive all dissenters’ rights in connection with making such Election. (b) The Company shall prepare a form reasonably acceptable to Parent (the “Cash Form of Election”), in accordance with which shall be mailed by the provision of Section 3.1.4, (ii) Company to specify the number of shares of CNB Common Stock owned by Holders so as to permit such holder with respect Holders to which such holder desires exercise their right to make a Stock Election, in accordance with the provision of Section 3.1.3, or (iii) to indicate that such record holder has no preference as an Election prior to the receipt Election Deadline. (c) The Company shall mail or cause to be mailed or delivered, as applicable, the Form of cash or NBT Common Stock for such shares (a “Non-Election”). Election to Holders of record of shares of CNB Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of CNB Common Stock held by each Representative for a particular beneficial owner. Any shares of CNB Common Stock with respect to which the holder thereof shall not, as of the record date for the Company Special Meeting not less than twenty (20) business days prior to the anticipated Election Deadline, have made an election by submission to the Exchange Agent on an effective, properly completed Election Form shall be deemed Non-Election Shares. Any Dissenting Shares shall be deemed shares subject to an All Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NBT Common Stock. NBT The Company shall make available one or more Forms of Election Forms as may reasonably be requested in writing from time to time by all persons Persons who become holders (or beneficial owners) of CNB Common Stock between Holders during the CNB Shareholders Meeting period following the record date for the Company Special Meeting and the close of business on the business day prior to the Election Deadline Deadline. (as defined in Section 3.2.3), and CNB d) Any Election shall provide to have been made properly only if the Exchange Agent all information shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by (i) the Certificates, if any, to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company, and (ii) in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. As used herein, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date of the Company Special Meeting, unless otherwise agreed in advance by the Company and Parent, in which event the Company shall reasonably necessary for it to perform as specified hereinpromptly announce such rescheduled Election Deadline.

Election Procedures. 3.2.1. 3.2.1 Holders of CNB record of Beacon Federal Common Stock may elect to receive shares of NBT BHLB Common Stock or cash in exchange for their shares of NBT Beacon Federal Common Stock. The total number of shares of CNB Beacon Federal Common Stock to be converted into Stock Consideration pursuant to this Section 3.1 3.2.1 shall be equal to the product obtained by multiplying (x) the number of shares of CNB Beacon Federal Common Stock outstanding immediately prior to the Effective Time by (y) 0.55 0.50 (the “Stock Conversion Number”). All other shares of CNB Beacon Federal Common Stock shall be converted into Cash Consideration. 3.2.2. 3.2.2 An election form, form and other appropriate customary transmittal material in such form as NBT BHLB and CNB Beacon Federal shall mutually agree (“Election Form”), ) will be sent, mailed no more than forty (40) business days and no less than twenty (20) business days prior to the Election Deadline or on the such earlier date that the Proxy Statement-Prospectus is mailed as BHLB and Beacon Federal shall mutually agree (the “Mailing Date”), or such later date as NBT may determine, ) to each holder of record of CNB Beacon Federal Common Stock entitled to vote at the CNB Shareholders Meeting (as defined in Section 8.1.1) permitting such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify the number of shares of CNB Beacon Federal Common Stock owned by such holder with respect to which such holder desires to make a Cash Election (a “Cash Election”), in accordance with the provision of Section 3.1.4, (ii) to specify the number of shares of CNB Beacon Federal Common Stock owned by such holder with respect to which such holder desires to make a Stock Election, in accordance with the provision of Section 3.1.3, or (iii) to indicate that such record holder has no preference as to the receipt of cash or NBT BHLB Common Stock for such shares (a “Non-Election”)shares. Holders of record of shares of CNB Beacon Federal Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of CNB Beacon Federal Common Stock held by each Representative for a particular beneficial owner. Any shares of CNB Beacon Federal Common Stock with respect to which the holder thereof shall not, as of the Election DeadlineDeadline (as defined in Section 3.2.3), have made an election by submission to the Exchange Agent on of an effective, properly completed Election Form shall be deemed Non-Election Shares. Any Dissenting Shares shall be deemed shares subject to an All a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NBT BHLB Common Stock. NBT BHLB shall make available one or more Election Forms as may reasonably be requested in writing from time to time by all persons Persons who become holders (or beneficial owners) of CNB Beacon Federal Common Stock between the CNB Shareholders Meeting record date for the initial mailing of Election Forms and the close of business on the business day prior to the Election Deadline (as defined in Section 3.2.3), and CNB Beacon Federal shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. 3.2.3 The term “Election Deadline”, as used below, shall mean 5:00 p.m., Eastern time, on the later of (i) the date of the Beacon Federal Shareholders Meeting and (ii) the date that BHLB and Beacon Federal shall agree is as near as practicable to five (5) business days prior to the expected Closing Date, or such other time and date as BHLB and Beacon Federal may mutually agree. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. Any Election Form may be revoked or changed by the Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. The Certificate or Certificates relating to any revoked Election Form shall be promptly returned without charge to the Person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither BHLB nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. 3.2.1. 3.2.1 Holders of CNB record of Town Square Financial Common Stock may elect to receive shares of NBT P▇▇▇▇ Common Stock or cash in exchange for their shares of NBT Town Square Financial Common Stock. The total number of shares of CNB Town Square Financial Common Stock to be converted into Stock Consideration pursuant to this Section 3.1 3.2.1 shall be equal to the product obtained by multiplying (x) the number of shares of CNB Town Square Financial Common Stock outstanding immediately prior to the Effective Time by (y) 0.55 (the “Stock Conversion Number”). All other shares of CNB Town Square Financial Common Stock shall be converted into Cash Consideration. 3.2.2. 3.2.2 An election form, form and other appropriate customary transmittal material in such form as NBT P▇▇▇▇ Bankshares and CNB Town Square Financial shall mutually agree (“Election Form”), ) will be sent, mailed no more than forty (40) Business Days and no less than twenty (20) Business Days prior to the Election Deadline or on the such earlier date that the Proxy Statement-Prospectus is mailed as P▇▇▇▇ Bankshares and Town Square Financial shall mutually agree (the “Mailing Date”), or such later date as NBT may determine, ) to each holder of record of CNB Town Square Financial Common Stock entitled to vote at the CNB Shareholders Meeting (as defined in Section 8.1.1) permitting such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify the number of shares of CNB Town Square Financial Common Stock owned by such holder with respect to which such holder desires to make a Cash Election (a “Cash Election”), in accordance with the provision of Section 3.1.43.1.6, (ii) to specify the number of shares of CNB Town Square Financial Common Stock owned by such holder with respect to which such holder desires to make a Stock Election, in accordance with the provision of Section 3.1.33.1.5, or (iii) to indicate that such record holder has no preference as to the receipt of cash or NBT P▇▇▇▇ Common Stock for such shares (a “Non-Election”)shares. Holders of record of shares of CNB Town Square Financial Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of CNB Town Square Financial Common Stock held by each Representative for a particular beneficial owner. Any shares of CNB Town Square Financial Common Stock with respect to which the holder thereof shall not, as of the Election DeadlineDeadline (as defined in Section 3.2.3), have made an election by submission to the Exchange Agent on of an effective, properly completed Election Form shall be deemed Non-Election Shares. Any Dissenting Shares shall be deemed shares subject to an All a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NBT Common StockStock Consideration. NBT P▇▇▇▇ Bankshares shall make available one or more Election Forms as may reasonably be requested in writing from time to time by all persons Persons who become holders (or beneficial owners) of CNB Town Square Financial Common Stock between the CNB Shareholders Meeting record date for the initial mailing of Election Forms and the close of business on the business day prior to the Election Deadline (as defined in Section 3.2.3), and CNB Town Square Financial shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. 3.2.3 The term “Election Deadline”, as used below, shall mean 5:00 p.m., Eastern time, on the later of (i) the date of the Town Square Financial Shareholders Meeting and (ii) the date that P▇▇▇▇ Bankshares and Town Square Financial shall agree is as near as practicable to five (5) Business Days prior to the expected Closing Date. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. Any Election Form may be revoked or changed by the Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. The Certificate or Certificates relating to any revoked Election Form shall be promptly returned without charge to the Person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither P▇▇▇▇ Bankshares nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. 3.2.1. Holders of CNB record of E▇▇ Common Stock may elect to receive shares of NBT DNB Common Stock or cash in exchange for their shares of NBT E▇▇ Common Stock. The total number of shares of CNB E▇▇ Common Stock to be converted into Per Share Stock Consideration pursuant to this Section 3.1 3.2.1 shall be equal to the product obtained by multiplying (x) the number of shares of CNB Common Stock outstanding immediately prior to the Effective Time by (y) 0.55 2,085,662 (the “"Stock Conversion Number”"). All other shares of CNB E▇▇ Common Stock other than Dissenting Shares shall be converted into Per Share Cash Consideration. 3.2.2. An election form, form and other appropriate customary transmittal material in such form as NBT DNB and CNB E▇▇ shall mutually agree (“"Election Form”), ") will be sent, mailed no more than forty (40) business days and no less than twenty (20) business days prior to the Election Deadline or on the such earlier date that the Proxy Statement-Prospectus is mailed as DNB and E▇▇ shall mutually agree (the “"Mailing Date”), or such later date as NBT may determine, ") to each holder of record of CNB E▇▇ Common Stock entitled as of five (5) Business Days prior to vote at the CNB Shareholders Meeting (as defined in Section 8.1.1) Mailing Date permitting such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify the number of shares of CNB E▇▇ Common Stock owned by such holder with respect to which such holder desires to make a Cash Election (a “Cash Election”), in accordance with the provision provisions of Section 3.1.4, (ii) to specify the number of shares of CNB E▇▇ Common Stock owned by such holder with respect to which such holder desires to make a Stock Election, in accordance with the provision provisions of Section 3.1.3, or (iii) to indicate that such record holder has no preference as to the receipt of cash or NBT DNB Common Stock for such shares (a “Non-Election”)shares. Holders of record of shares of CNB E▇▇ Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “"Representative”") may submit multiple Election Forms, provided that each such Election Form covers all the shares of CNB E▇▇ Common Stock held by each Representative for a particular beneficial owner. Any shares of CNB E▇▇ Common Stock with respect to which the holder thereof shall not, as of the Election DeadlineDeadline (as defined in Section 3.2.3), have made an election by submission to the Exchange Agent on of an effective, properly completed Election Form shall be deemed Non-Election Shares. Any Dissenting Shares shall be deemed shares subject to an All Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NBT Common Stock. NBT DNB shall make available one or more Election Forms as may reasonably be requested in writing from time to time by all persons Persons who become holders (or beneficial owners) of CNB E▇▇ Common Stock between the CNB Shareholders Meeting record date for the initial mailing of Election Forms and the close of business on the business day prior to the Election Deadline (as defined in Section 3.2.3), and CNB E▇▇ shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. 3.2.3. The term "Election Deadline", as used below, shall mean 5:00 p.m., Eastern time, on the later of (i) the date of the E▇▇ Shareholders Meeting and (ii) the date that DNB and E▇▇ shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all the shares of E▇▇ Common Stock covered by such Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. The Certificate or Certificates relating to any revoked Election Form shall be promptly returned without charge to the Person submitting the Election Form to the Exchange Agent. Shares of E▇▇ Common Stock held by holders who acquired such shares subsequent to the Election Deadline will be designated Non-Election Shares. In addition if a holder of E▇▇ Common Stock either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline and fails to file a new properly completed Election Form before the deadline, such shares shall be designated Non-Election Shares. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither DNB nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. 3.2.1. Holders of CNB record of First Star Common Stock and First Star Preferred Stock may elect to receive shares of NBT ESSA Common Stock or cash in exchange for their shares of NBT First Star Common Stock or First Star Preferred Stock, respectively. The total number of shares of CNB First Star Common Stock and First Star Preferred Stock to be converted into Stock Consideration pursuant to this Section 3.1 3.2.1 shall be equal to the product obtained by multiplying (x) the number of shares of CNB First Star Common Stock and First Star Preferred Stock outstanding immediately prior to the Effective Time by (y) 0.55 0.50 (the “Stock Conversion Number”). All other shares of CNB First Star Common Stock and First Star Preferred Stock shall be converted into Cash Consideration. Notwithstanding any other section herein, in no event shall the aggregate Cash Consideration exceed 50% of the aggregate Merger Consideration. 3.2.2. An election form, form and other appropriate customary transmittal material in such form as NBT ESSA and CNB First Star shall mutually agree (“Election Form”), ) will be sent, mailed no more than forty (40) business days and no less than twenty (20) business days prior to the Election Deadline or on the such earlier date that the Proxy Statement-Prospectus is mailed as ESSA and First Star shall mutually agree (the “Mailing Date”), or such later date as NBT may determine, ) to each holder of record of CNB First Star Common Stock entitled to vote at the CNB Shareholders Meeting (as defined in Section 8.1.1) and First Star Preferred Stock permitting such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify the number of shares of CNB First Star Common Stock and First Star Preferred Stock owned by such holder with respect to which such holder desires to make a Cash Election (a “Cash Election”), in accordance with the provision of Section 3.1.4, (ii) to specify the number of shares of CNB First Star Common Stock and First Star Preferred Stock owned by such holder with respect to which such holder desires to make a Stock Election, in accordance with the provision of Section 3.1.3, or (iii) to indicate that such record holder has no preference as to the receipt of cash or NBT ESSA Common Stock for such shares (a “Non-Election”)shares. Holders of record of shares of CNB First Star Common Stock and First Star Preferred Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of CNB First Star Common Stock and First Star Preferred Stock held by each Representative for a particular beneficial owner. Any shares of CNB First Star Common Stock and First Star Preferred Stock with respect to which the holder thereof shall not, as of the Election DeadlineDeadline (as defined in Section 3.2.3), have made an election by submission to the Exchange Agent on of an effective, properly completed Election Form shall be deemed Non-Election Shares. Any Dissenting Shares shall be deemed shares subject to an All Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NBT Common Stock. NBT ESSA shall make available one or more Election Forms as may reasonably be requested in writing from time to time by all persons Persons who become holders (or beneficial owners) of CNB First Star Common Stock between the CNB Shareholders Meeting record date for the initial mailing of Election Forms and the close of business on the business day prior to the Election Deadline (as defined in Section 3.2.3), and CNB First Star shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein.

Election Procedures. 3.2.1. Holders Each holder of CNB Common Stock may elect to receive shares of NBT Common Stock or cash in exchange for their shares of NBT Common Stock. The total number record of shares of CNB Target Common Stock (“Holder”) and each holder of record of a Target Warrant (“Warrant Holder”) shall have the right, subject to be converted into Stock Consideration pursuant the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 shall be equal to the product obtained by multiplying 2.1 (xeach, an “Election”) (i) the number of shares of CNB Target Common Stock outstanding immediately prior owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Target Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Each Warrant Holder may specify in a request made in accordance with the provisions of this Section 2.1 (each, a “Warrant Election”) (i) the number of Target Warrants owned by such Warrant Holder with respect to which such Warrant Holder desires to make a Stock Election and (ii) the number of Target Warrants owned by such Warrant Holder with respect to which such Warrant Holder desires to make a Cash Election. (c) Before the Effective Time by (y) 0.55 Time, Buyer shall appoint American Stock Transfer & Trust Company, LLC, pursuant to an agreement (the “Stock Conversion NumberExchange Agent Agreement”), to act as exchange agent (the “Exchange Agent”) hereunder. All Buyer shall prepare an election form and other shares appropriate and customary transmittal materials, including a Letter of CNB Common Stock shall be converted into Cash Consideration. 3.2.2. An election formTransmittal and Surrender Instruction (each defined below), in such a form as NBT and CNB shall mutually agree reasonably acceptable to Target (the “Election Form”), will which shall be sent, mailed no more than 40 business days and no less than 20 business days before the anticipated Effective Time or on such earlier date as Target and Buyer shall mutually agree to each Holder and each Warrant Holder as of five business days before the date that of such mailing. Each Election Form shall permit such Holder or Warrant Holder, as the Proxy Statement-Prospectus is mailed (the “Mailing Date”), or such later date as NBT case may determine, to each holder of record of CNB Common Stock entitled to vote at the CNB Shareholders Meeting (as defined in Section 8.1.1) permitting such holderbe, subject to the allocation and election procedures set forth in this Section 3.22.1, to (i) elect to specify receive the number Cash Consideration for all of the shares of CNB Target Common Stock owned held by such holder Holder in accordance with respect Section 1.4(c) or, as applicable, elect to which receive the Warrant Cash Consideration for all Target Warrants held by such holder desires Warrant Holder in accordance with Section 1.7(a), (ii) elect to make a Cash Election (a “Cash Election”)receive the Stock Consideration for all of the shares of Target Common Stock held by such Holder, in accordance with Section 1.4(c) or, as applicable, elect to receive the provision of Section 3.1.4, (ii) to specify the number of shares of CNB Common Warrant Stock owned Consideration for all Target Warrants held by such holder with respect to which such holder desires to make a Stock Election, Warrant Holder in accordance with the provision of Section 3.1.31.7(a), or (iii) elect to receive the Stock Consideration for a part of such Holder’s Target Common Stock and the Cash Consideration for the remaining part of such Holder’s Target Common Stock in accordance with Section 1.4(c) or, as applicable, elect to receive the Warrant Stock Consideration for a part of such Warrant Holder’s Target Warrants and the Warrant Cash Consideration for the remaining part of such Warrant Holder’s Target Warrants in accordance with Section 1.7(a) or (iv) indicate that such record holder Holder or Warrant Holder, as the case may be, has no preference as to the receipt of cash or NBT Buyer Common Stock for such shares (a “Non-Election”). Holders of record of shares of CNB Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of CNB Common Stock held by each Representative for a particular beneficial owner. Any shares of CNB Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent on an effective, properly completed Election Form shall be deemed Non-Election Shares. Any Dissenting Shares shall be deemed shares subject to an All Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NBT Common Stock. NBT shall make available one or more Election Forms as may reasonably be requested in writing from time to time by all persons who become holders (or beneficial owners) of CNB Common Stock between the CNB Shareholders Meeting record date and the close of business on the business day prior to the Election Deadline (as defined in Section 3.2.3), and CNB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein.such

Election Procedures. 3.2.1. Holders of CNB CLFC Common Stock may elect to receive shares of NBT First Clover Leaf Financial Common Stock or cash cash, or a combination thereof (in all cases without interest) in exchange for their shares of NBT CLFC Common Stock. The Stock in accordance with the following procedures, provided that, in the aggregate, and subject to the provisions of Section 3.2.6, 70% of the total number of shares of CNB CLFC Common Stock to issued and outstanding at the Effective Time, including any Dissenting Shares but excluding any Treasury Stock (the "Stock Conversion Number"), shall be converted into the Stock Consideration pursuant to this Section 3.1 shall be equal to and the product obtained by multiplying (x) the number of remaining outstanding shares of CNB Common Stock outstanding immediately prior to the Effective Time by (y) 0.55 (the “Stock Conversion Number”). All other shares of CNB CLFC Common Stock shall be converted into the Cash Consideration. Shares of CLFC Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as "Cash Election Shares." Shares of CLFC Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to herein as "Stock Election Shares." Shares of CLFC Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as "Non-Election Shares." The aggregate number of shares of CLFC Common Stock with respect to which a Stock Election has been made is referred to herein as the "Stock Election Number." 3.2.2. An election formform and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as NBT CLFC and CNB First Federal Financial shall mutually agree (“the "Election Form”"), will shall be sent, mailed no more than 40 business days and no less than 20 business days prior to the anticipated Effective Time or on the such earlier date that the Proxy Statement-Prospectus is mailed as CLFC and First Federal Financial shall mutually agree (the “"Mailing Date”), or such later date as NBT may determine, ") to each holder of record of CNB CLFC Common Stock entitled as of five business days prior to vote at the CNB Shareholders Meeting Mailing Date (as defined in Section 8.1.1) permitting the "Election Form Record Date"). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify elect to receive the number Cash Consideration for all of the shares of CNB CLFC Common Stock owned held by such holder with respect to which such holder desires to make a Cash Election (a “"Cash Election”"), in accordance with the provision of Section 3.1.43.1.2, (ii) to specify elect to receive the number Stock Consideration for all of such shares of CNB Common Stock owned by such holder with respect to which such holder desires to make (a "Stock Election"), in accordance with Section 3.1.2, (iii) to elect to receive the provision Stock Consideration for a part of Section 3.1.3such holder's CLFC Common Stock and the Cash Consideration for the remaining part of such holder's CLFC Common Stock (a "Mixed Election"), or (iiiiv) to indicate that such record holder has no preference as to the receipt of cash or NBT First Clover Leaf Financial Common Stock for such shares (a “"Non-Election”"). Holders A holder of record of shares of CNB CLFC Common Stock who hold holds such shares as nomineesnominee, trustees trustee or in other another representative capacities capacity (a “"Representative”") may submit multiple Election Forms, provided that each such Election Form covers all the shares of CNB CLFC Common Stock held by each such Representative for a particular beneficial owner. Any shares of CNB CLFC Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent on of an effective, properly completed Election Form shall be deemed Non-Election Shares. Any All Dissenting Shares shall be deemed shares subject to an All Cash ElectionElection Shares, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NBT First Clover Leaf Financial Common Stock, subject to Section 3.1.5; provided, however, that for purposes of making the proration calculations provided for in this Section 3.2, only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. 3.2.3. NBT To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., Edwardsville, Illinois time, on the 25th day following the Mailing Date (or such other time and date as First Federal Financial and CLFC may mutually agree) (the "Election Deadline"); provided, however, that the Election Deadline may not occur on or after the Closing Date. First Federal shall use all reasonable efforts to make available one or more as promptly as possible an Election Form to any holder of record of CLFC Common Stock who requests such Election Form following the initial mailing of the Election Forms as may reasonably be requested in writing from time to time by all persons who become holders (or beneficial owners) of CNB Common Stock between the CNB Shareholders Meeting record date and the close of business on the business day prior to the Election Deadline (as defined in Section 3.2.3), and CNB Deadline. CLFC shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of CLFC Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a CLFC stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of CLFC Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. First Federal Financial shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder's Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the "Shortfall Number"), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder's Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder's Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. 3.2.1. Holders of CNB record of Polonia Common Stock may elect to receive shares of NBT Prudential Common Stock or cash in exchange for their shares of NBT Polonia Common Stock. The total , provided that the number of shares of CNB Polonia Common Stock to be converted into Per Share Stock Consideration pursuant to this Section 3.1 3.2.1 shall be equal to not exceed fifty percent (50.0%) of the product obtained by multiplying (x) the number of shares of CNB Common Stock outstanding immediately prior to the Effective Time by (y) 0.55 Outstanding Shares Number (the “Stock Conversion Number”). All other shares of CNB Polonia Common Stock other than Dissenting Shares shall be converted into Per Share Cash Consideration. 3.2.2. An election form, form and other appropriate customary transmittal material in such form as NBT Prudential and CNB Polonia shall mutually agree (“Election Form”), ) will be sent, mailed no more than forty (40) Business Days and no less than twenty (20) Business Days prior to the Election Deadline or on the such earlier date that the Proxy Statement-Prospectus is mailed as Prudential and Polonia shall mutually agree (the “Mailing Date”), or such later date as NBT may determine, ) to each holder of record of CNB Polonia Common Stock entitled as of five (5) Business Days prior to vote at the CNB Shareholders Meeting (as defined in Section 8.1.1) Mailing Date permitting such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify the number of shares of CNB Polonia Common Stock owned by such holder with respect to which such holder desires to make a Cash Election (a “Cash Election”), in accordance with the provision provisions of Section 3.1.4, (ii) to specify the number of shares of CNB Polonia Common Stock owned by such holder with respect to which such holder desires to make a Stock Election, in accordance with the provision provisions of Section 3.1.3, or (iii) to indicate that such record holder has no preference as to the receipt of cash or NBT Prudential Common Stock for such shares (a “Non-Election”)shares. Holders of record of shares of CNB Polonia Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of CNB Polonia Common Stock held by each Representative for a particular beneficial owner. Any shares of CNB Polonia Common Stock with respect to which the holder thereof shall not, as of the Election DeadlineDeadline (as defined in Section 3.2.3), have made an election by submission to the Exchange Agent on of an effective, properly completed Election Form shall be deemed Non-Election Shares. Any Dissenting Shares shall be deemed shares subject to an All Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NBT Common Stock. NBT Prudential shall make available one or more Election Forms as may reasonably be requested in writing from time to time by all persons Persons who become holders (or beneficial owners) of CNB Polonia Common Stock between the CNB Shareholders Meeting record date for the initial mailing of Election Forms and the close of business on the business day prior to the Election Deadline (as defined in Section 3.2.3), and CNB Polonia shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. 3.2.3. The term “Election Deadline”, as used below, shall mean 5:00 p.m., Eastern time, on the later of (i) the date of the Polonia Shareholders Meeting and (ii) the date that Prudential and Polonia shall agree is as near as practicable to five (5) Business Days prior to the expected Closing Date. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all the shares of Polonia Common Stock covered by such Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. The Certificate or Certificates relating to any revoked Election Form shall be promptly returned without charge to the Person submitting the Election Form to the Exchange Agent. Shares of Polonia Common Stock held by holders who acquired such shares subsequent to the Election Deadline will be designated Non-Election Shares. In addition, if a holder of Polonia Common Stock either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline and fails to file a new properly completed Election Form before the deadline, such shares shall be designated Non-Election Shares. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Prudential nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. 3.2.1. Holders of CNB Common Stock may elect to receive shares of NBT Common Stock or cash in exchange for their shares of NBT Common Stock. The total number of shares of CNB Common Stock to be converted into Stock Consideration pursuant to this Section 3.1 shall be equal (a) Subject to the product obtained by multiplying (x) the number of shares of CNB Common Stock outstanding immediately prior to the Effective Time by (y) 0.55 (the “Stock Conversion Number”). All other shares of CNB Common Stock shall be converted into Cash Consideration. 3.2.2. An election formproration and redesignation procedures set forth in Section 1.8, in such form as NBT and CNB shall mutually agree (“Election Form”), will be sent, on the date that the Proxy Statement-Prospectus is mailed (the “Mailing Date”), or such later date as NBT may determine, to each holder of record of CNB shares of Company Common Stock (other than Excluded Shares and Dissenting Shares) will be entitled to vote at elect to receive for each such share the CNB Shareholders Meeting Cash Consideration and/or the Parent Stock Consideration. All such elections shall be made on an election form and letter of transmittal designed for that purpose in such form as Parent and the Company mutually agree (as defined in Section 8.1.1) permitting such holdercollectively, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify the number of shares of CNB Common Stock owned by such holder with respect to which such holder desires to make a Cash an “Election (a “Cash Election”), in accordance with the provision of Section 3.1.4, (ii) to specify the number of shares of CNB Common Stock owned by such holder with respect to which such holder desires to make a Stock Election, in accordance with the provision of Section 3.1.3, or (iii) to indicate that such record holder has no preference as to the receipt of cash or NBT Common Stock for such shares (a “Non-ElectionForm”). Holders of record of shares of CNB Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “RepresentativeShare Representatives”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of CNB Company Common Stock held by each such Share Representative for a particular beneficial owner. Any . (b) Subject to adjustment in accordance with Section 1.7(d), the number of shares of CNB Company Common Stock with respect (other than Excluded Shares) plus the number of Equity Award Equivalent Shares (such number, the “Fully Diluted Stock Amount”) to which be converted into the holder thereof right to receive Cash Consideration for such shares shall not, as be a number equal to 32.14% of the Election Deadline, have made an election by submission Fully Diluted Stock Amount outstanding immediately prior to the Exchange Agent on an effectiveEffective Time (excluding Dissenting Shares) (the “Maximum Cash Election Number”). (c) Subject to adjustment in accordance with Section 1.7(d), properly completed the number of shares of Company Common Stock (other than Excluded Shares) to be converted into the right to receive Parent Stock Consideration for such shares shall be a number equal to 67.86% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Stock Election Number”). (d) Notwithstanding the provisions of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81.43% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Stock Election Cap Number”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election Number”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 81.43% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.86% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.14% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The Election Form shall be deemed Non-Election Sharesmailed with the Proxy Statement to all holders of record of shares of Company Common Stock as of the record date of the Company Stockholders Meeting. Any Dissenting Shares Thereafter, the Company and Parent shall be deemed shares subject each use its reasonable and diligent efforts to an All Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NBT Common Stock. NBT shall mail or make available one or more the Election Forms as may reasonably be requested in writing from time Form to time by all persons who become holders (or beneficial owners) of CNB shares of Company Common Stock during the period between the CNB Shareholders Meeting record date for the Company Stockholders Meeting and the close of business on the business day prior to the Election Deadline (as defined in Section 3.2.3)Deadline, and CNB Parent shall provide to Computershare Trust Company, N.A., Parent’s exchange agent (the “Exchange Agent Agent”) with all information reasonably necessary for it to perform as specified herein. To be effective, an Election Form must be properly completed and received by the Exchange Agent on or before 5:00 p.m., Chicago Time, on the fifth Business Day prior to the Effective Time (the “Election Deadline”). Any Election Form may be revoked or modified by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification is actually received by the Exchange Agent at or prior to the Election Deadline. Subject to the terms of this Agreement and the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or modification has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. As used in this Agreement, “Business Day” means any day except Saturday, Sunday and any day on which banks in Mattoon, Illinois, or Decatur, Illinois, are authorized or required by law or other government action to close.

Election Procedures. 3.2.1. Holders of CNB Common Stock may elect to receive shares of NBT Common Stock or cash in exchange for their shares of NBT Common Stock. The total number of shares of CNB Common Stock to be converted into Stock Consideration pursuant to this Section 3.1 shall be equal (a) Subject to the product obtained by multiplying (x) the number of shares of CNB Common Stock outstanding immediately prior to the Effective Time by (y) 0.55 (the “Stock Conversion Number”). All other shares of CNB Common Stock shall be converted into Cash Consideration. 3.2.2. An election formproration and redesignation procedures set forth in Section 1.8, in such form as NBT and CNB shall mutually agree (“Election Form”), will be sent, on the date that the Proxy Statement-Prospectus is mailed (the “Mailing Date”), or such later date as NBT may determine, to each holder of record of CNB shares of Company Common Stock (other than Excluded Shares and Dissenting Shares) will be entitled to vote at elect to receive for each such share the CNB Shareholders Meeting Cash Consideration and/or the Parent Stock Consideration. All such elections shall be made on an election form and letter of transmittal designed for that purpose in such form as Parent and the Company mutually agree (as defined in Section 8.1.1) permitting such holdercollectively, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify the number of shares of CNB Common Stock owned by such holder with respect to which such holder desires to make a Cash an “Election (a “Cash Election”), in accordance with the provision of Section 3.1.4, (ii) to specify the number of shares of CNB Common Stock owned by such holder with respect to which such holder desires to make a Stock Election, in accordance with the provision of Section 3.1.3, or (iii) to indicate that such record holder has no preference as to the receipt of cash or NBT Common Stock for such shares (a “Non-ElectionForm”). Holders of record of shares of CNB Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “RepresentativeShare Representatives”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of CNB Company Common Stock held by each such Share Representative for a particular beneficial owner. Any . (b) Subject to adjustment in accordance with Section 1.7(d), the number of shares of CNB Company Common Stock with respect (other than Excluded Shares) plus the number of Equity Award Equivalent Shares (such number, the “Fully Diluted Stock Amount”) to which be converted into the holder thereof right to receive Cash Consideration for such shares shall not, as be a number equal to 32.5% of the Election Deadline, have made an election by submission Fully Diluted Stock Amount outstanding immediately prior to the Exchange Agent on an effectiveEffective Time (excluding Dissenting Shares) (the “Maximum Cash Election Number”). (c) Subject to adjustment in accordance with Section 1.7(d), properly completed the number of shares of Company Common Stock (other than Excluded Shares) to be converted into the right to receive Parent Stock Consideration for such shares shall be a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Stock Election Number”). (d) Notwithstanding the provisions of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Stock Election Cap Number”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election Number”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The Election Form shall be deemed Non-Election Sharesmailed with the Proxy Statement to all holders of record of shares of Company Common Stock as of the record date of the Company Stockholders Meeting. Any Dissenting Shares Thereafter, the Company and Parent shall be deemed shares subject each use its reasonable and diligent efforts to an All Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NBT Common Stock. NBT shall mail or make available one or more the Election Forms as may reasonably be requested in writing from time Form to time by all persons who become holders (or beneficial owners) of CNB shares of Company Common Stock during the period between the CNB Shareholders Meeting record date for the Company Stockholders Meeting and the close of business on the business day prior to the Election Deadline (as defined in Section 3.2.3)Deadline, and CNB Parent shall provide to Computershare Trust Company, N.A., Parent’s exchange agent (the “Exchange Agent Agent”) with all information reasonably necessary for it to perform as specified herein. To be effective, an Election Form must be properly completed and received by the Exchange Agent on or before 5:00 p.m., Chicago Time, on the fifth Business Day prior to the Effective Time (the “Election Deadline”). Any Election Form may be revoked or modified by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification is actually received by the Exchange Agent at or prior to the Election Deadline. Subject to the terms of this Agreement and the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or modification has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. As used in this Agreement, “Business Day” means any day except Saturday, Sunday and any day on which banks in Mattoon, Illinois, or Decatur, Illinois, are authorized or required by law or other government action to close.

Election Procedures. 3.2.1. Holders An Election Form, together with a letter of CNB Common Stock may elect to receive shares transmittal and instructions for use in effecting the surrender of NBT Common Stock or cash the PBI Certificates in exchange for their shares the Merger Consideration (the “Letter of NBT Common Stock. The total number of shares of CNB Common Stock to be converted into Stock Consideration pursuant to this Section 3.1 Transmittal”), and any other appropriate and customary transmittal materials (which shall specify that delivery shall be equal effected, and risk of loss and title to the product obtained by multiplying (x) PBI Certificates shall pass, only upon proper delivery of such PBI Certificates to the number of shares of CNB Common Stock outstanding immediately Exchange Agent), shall be mailed no more than 40 Business Days and no less than 20 Business Days prior to the anticipated Effective Time by (y) 0.55 (the “Stock Conversion Number”). All other shares of CNB Common Stock shall be converted into Cash Consideration. 3.2.2. An election form, in Date or on such form earlier date as NBT HBI and CNB PBI shall mutually agree (“Election Form”), will be sent, on the date that the Proxy Statement-Prospectus is mailed (the “Mailing Date”), or such later date as NBT may determine, to each holder of record of CNB PBI Common Stock entitled to vote at the CNB Shareholders Meeting (as defined in Section 8.1.1) permitting such holder, subject of five Business Days prior to the allocation and election procedures set forth in this Section 3.2Mailing Date (the “Election Form Record Date”), pursuant to which PBI Common Stockholders will: (i) Elect to specify receive the number of shares of CNB Per Share Common Stock owned by such holder Consideration with respect to which such holder desires to make all or a Cash portion of their shares of PBI Common Stock (collectively, the “Common Stock Election (a “Cash ElectionShares”), in accordance with the provision of Section 3.1.4, ; (ii) Elect to specify receive the number of shares of CNB Common Stock owned by such holder Per Share Cash Consideration with respect to which such holder desires to make all or a portion of their shares of PBI Common Stock Election(collectively, in accordance with the provision of Section 3.1.3, or “Cash Election Shares”); or (iii) to indicate that such record holder has no preference as to the receipt of cash or NBT Common Stock for such shares (Make a “Non-Election”). Holders of record of shares of CNB Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of CNB Common Stock held by each Representative for a particular beneficial owner. Any shares of CNB Common Stock with respect to which the holder thereof their shares of PBI Common Stock. Nominee record holders who hold PBI Common Stock on behalf of multiple beneficial owners shall not, as be required to indicate how many of the shares held by them are Common Stock Election DeadlineShares, have made an election by submission to the Exchange Agent on an effective, properly completed Cash Election Form shall be deemed NonShares and No-Election Shares. Any Dissenting Shares HBI and PBI shall be deemed shares subject direct the Exchange Agent to an All Cash Election, and with respect make the Election Form available to such shares the holders thereof shall in no event receive consideration comprised of NBT Common Stock. NBT shall make available one or more Election Forms as may reasonably be requested in writing from time to time by all persons who become holders (or beneficial owners) of CNB PBI Common Stock during the period between the CNB Shareholders Meeting record date Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline (as defined in Section 3.2.3), and CNB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified hereinupon such holders’ request.

Election Procedures. 3.2.1. 3.2.1 Holders of CNB record of CBT Common Stock may elect to receive shares of NBT BHLB Common Stock or cash in exchange for their shares of NBT CBT Common Stock. The total number of shares of CNB CBT Common Stock to be converted into Stock Consideration pursuant to this Section 3.1 3.2.1 shall be equal to the product obtained by multiplying (x) the number of shares of CNB CBT Common Stock outstanding immediately prior to the Effective Time by (y) 0.55 0.70 (the “Stock Conversion Number”). All other shares of CNB CBT Common Stock shall be converted into Cash Consideration. 3.2.2. 3.2.2 An election form, form and other appropriate customary transmittal material in such form as NBT BHLB and CNB CBT shall mutually agree (“Election Form”), ) will be sent, mailed no more than forty (40) business days and no less than twenty (20) business days prior to the Election Deadline or on the such earlier date that the Proxy Statement-Prospectus is mailed as BHLB and CBT shall mutually agree (the “Mailing Date”), or such later date as NBT may determine, ) to each holder of record of CNB CBT Common Stock entitled to vote at the CNB Shareholders Meeting (as defined in Section 8.1.1) permitting such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify the number of shares of CNB CBT Common Stock owned by such holder with respect to which such holder desires to make a Cash Election (a “Cash Election”), in accordance with the provision of Section 3.1.4, (ii) to specify the number of shares of CNB CBT Common Stock owned by such holder with respect to which such holder desires to make a Stock Election, in accordance with the provision of Section 3.1.3, or (iii) to indicate that such record holder has no preference as to the receipt of cash or NBT BHLB Common Stock for such shares (a “Non-Election”)shares. Holders of record of shares of CNB CBT Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of CNB CBT Common Stock held by each Representative for a particular beneficial owner. Any shares of CNB CBT Common Stock with respect to which the holder thereof shall not, as of the Election DeadlineDeadline (as defined in Section 3.2.3), have made an election by submission to the Exchange Agent on of an effective, properly completed Election Form shall be deemed Non-Election Shares. Any Dissenting Shares shall be deemed shares subject to an All a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NBT BHLB Common Stock. NBT BHLB shall make available one or more Election Forms as may reasonably be requested in writing from time to time by all persons Persons who become holders (or beneficial owners) of CNB CBT Common Stock between the CNB Shareholders Meeting record date for the initial mailing of Election Forms and the close of business on the business day prior to the Election Deadline (as defined in Section 3.2.3), and CNB CBT shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. 3.2.3 The term “Election Deadline”, as used below, shall mean 5:00 p.m., Eastern time, on the later of (i) the date of the CBT Shareholders Meeting and (ii) the date that BHLB and CBT shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. Any Election Form may be revoked or changed by the Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. The Certificate or Certificates relating to any revoked Election Form shall be promptly returned without charge to the Person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither BHLB nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. 3.2.1. 3.2.1 Holders of CNB record of Beacon Federal Common Stock may elect to receive shares of NBT BHLB Common Stock or cash in exchange for their shares of NBT Beacon Federal Common Stock. The total number of shares of CNB Beacon Federal Common Stock to be converted into Stock Consideration pursuant to this Section 3.1 3.2.1 shall be equal to the product obtained by multiplying (x) the number of shares of CNB Beacon Federal Common Stock outstanding immediately prior to the Effective Time by (y) 0.55 0.50 (the “Stock Conversion Number”). All other shares of CNB Beacon Federal Common Stock shall be converted into Cash Consideration. 3.2.2. 3.2.2 An election form, form and other appropriate customary transmittal material in such form as NBT BHLB and CNB Beacon Federal shall mutually agree (“Election Form”), ) will be sent, mailed no more than forty (40) business days and no less than twenty (20) business days prior to the Election Deadline or on the such earlier date that the Proxy Statement-Prospectus is mailed as BHLB and Beacon Federal shall mutually agree (the “Mailing Date”), or such later date as NBT may determine, ) to each holder of record of CNB Beacon Federal Common Stock entitled to vote at the CNB Shareholders Meeting (as defined in Section 8.1.1) permitting such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify the number of shares of CNB Beacon Federal Common Stock owned by such holder with respect to which such holder desires to make a Cash Election (a “Cash Election”), in accordance with the provision of Section 3.1.4, (ii) to specify the number of shares of CNB Beacon Federal Common Stock owned by such holder with respect to which such holder desires to make a Stock Election, in accordance with the provision of Section 3.1.3, or (iii) to indicate that such record holder has no preference as to the receipt of cash or NBT BHLB Common Stock for such shares (a “Non-Election”)shares. Holders of record of shares of CNB Beacon Federal Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of CNB Beacon Federal Common Stock held by each Representative for a particular beneficial owner. Any shares of CNB Beacon Federal Common Stock with respect to which the holder thereof shall not, as of the Election DeadlineDeadline (as defined in Section 3.2.3), have made an election by submission to the Exchange Agent on of an effective, properly completed Election Form shall be deemed Non-Election Shares. Any Dissenting Shares shall be deemed shares subject to an All a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NBT BHLB Common Stock. NBT BHLB shall make available one or more Election Forms as may reasonably be requested in writing from time to time by all persons Persons who become holders (or beneficial owners) of CNB Beacon Federal Common Stock between the CNB Shareholders Meeting record date for the initial mailing of Election Forms and the close of business on the business day prior to the Election Deadline (as defined in Section 3.2.3), and CNB Beacon Federal shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein.

Election Procedures. 3.2.1. Holders (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of CNB loss and title to Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent in such form as Company and Buyer shall mutually agree (the “Election Form”), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock may other than holders of Dissenters’ Shares. Each Election Form shall permit the holder of record of Company Common Stock, other than holders of Dissenters’ Shares (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation), to (i) elect to receive the Cash Consideration for all or a portion of the holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of NBT Common the holder’s shares (a “Stock Election”), or cash in exchange for their shares (iii) make no election with respect to the receipt of NBT Common Stock. The the Cash Consideration or the Stock Consideration (a “Non-Election”); provided that, subject to Section 2.04(d), seventy-five percent (75%) of the total number of shares of CNB Company Common Stock issued and outstanding immediately prior to the Effective Time (such number of shares of Company Common Stock, the “Stock Conversion Number”), shall be converted into the Stock Consideration pursuant to this Section 3.1 and twenty-five percent (25%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). In arriving at the Stock Conversion Number and the number of Shares converted into the Cash Consideration, treasury stock and other shares described Section 2.01(b) shall be excluded. A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to as “Cash Election Shares”. Shares of Company Common Stock as to which a Stock Election has been made are referred to as “Stock Election Shares”. Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and timely returned) are referred to as “Non-Election Shares”. The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number”. (b) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent by or before 5:00 p.m., New York City time, on a date no later than the fifth (5th) Business Day prior to the Closing Date to be mutually agreed upon by the parties (the “Election Deadline”), accompanied by the Certificates as to which such Election Form is being made or by an appropriate guarantee of delivery of such Certificates, as set forth in the Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States (provided that Certificates are in fact delivered to the Exchange Agent by the time required by the guarantee of delivery; failure to deliver shares of Company Common Stock covered by the guarantee of delivery within the time set required shall invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). Buyer shall publicly announce the Election Date as soon as practicable after it has been determined. For shares of Company Common Stock held in book entry form, Buyer shall establish delivery procedures which shall be reasonably acceptable to Company. If a holder of Company Common Stock either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes the holder’s Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of Company Common Stock of that holder shall be designated Non-Election Shares. In addition, all Election Forms shall automatically be revoked, and all Certificates returned, if the Exchange Agent is notified in writing by Buyer and Company that this Agreement has been terminated. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation, or change has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent shall be binding and conclusive. Neither Buyer nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.03 of this Agreement, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of shares of CNB Common Stock outstanding immediately prior to the Effective Time Election Shares held by such holder by (y) 0.55 a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of the holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the “amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to in this Agreement as the “Shortfall Number”). All other shares of CNB Common , then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.03 of this Agreement, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by the holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by the holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of the holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.03 of this Agreement, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by the holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of the holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. 3.2.2. An election form(d) If the tax opinions referred to in Section 6.01(e) cannot be rendered (as reasonably determined by ▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Fish LLP, respectively) as a result of the Merger potentially failing to qualify as a reorganization under Section 368(a) of the Code, then Buyer may, in such form as NBT and CNB shall mutually agree (“Election Form”)its sole discretion, will be sent, on the date that the Proxy Statement-Prospectus is mailed (the “Mailing Date”), or such later date as NBT may determine, to each holder of record of CNB Common Stock entitled to vote at the CNB Shareholders Meeting (as defined in Section 8.1.1) permitting such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify increase the number of shares of CNB Company Common Stock owned entitled to receive the Stock Consideration by such holder with respect the minimum amount necessary to which such holder desires enable the tax opinions to make a Cash Election (a “Cash Election”), in accordance with the provision of Section 3.1.4, (ii) to specify the number of shares of CNB Common Stock owned by such holder with respect to which such holder desires to make a Stock Election, in accordance with the provision of Section 3.1.3, or (iii) to indicate that such record holder has no preference as to the receipt of cash or NBT Common Stock for such shares (a “Non-Election”). Holders of record of shares of CNB Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of CNB Common Stock held by each Representative for a particular beneficial owner. Any shares of CNB Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent on an effective, properly completed Election Form shall be deemed Non-Election Shares. Any Dissenting Shares shall be deemed shares subject to an All Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NBT Common Stock. NBT shall make available one or more Election Forms as may reasonably be requested in writing from time to time by all persons who become holders (or beneficial owners) of CNB Common Stock between the CNB Shareholders Meeting record date and the close of business on the business day prior to the Election Deadline (as defined in Section 3.2.3), and CNB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified hereinrendered.

Election Procedures. 3.2.1. (a) Holders of CNB Greensburg Bancshares Common Stock may elect to receive shares of NBT First Guaranty Bancshares Common Stock or cash (in either case without interest) in exchange for their shares of NBT Common Stock. The total number of shares of CNB Greensburg Bancshares Common Stock to be converted into Stock Consideration pursuant to this Section 3.1 in accordance with the procedures set forth herein (b) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be equal effected, and risk of loss and title to the product obtained by multiplying (x) the number Certificates shall pass, only upon proper delivery of shares of CNB Common Stock outstanding immediately prior such Certificates to the Effective Time by (y) 0.55 (the “Stock Conversion Number”Exchange Agent). All other shares of CNB Common Stock shall be converted into Cash Consideration. 3.2.2. An election form, in such form as NBT Greensburg Bancshares and CNB First Guaranty Bancshares shall mutually agree (“Election Form”), will shall be sent, mailed no more than 40 Business Days and no less than 20 Business Days prior to the anticipated Merger Effective Date or on the such earlier date that the Proxy Statement-Prospectus is mailed as First Guaranty Bancshares and Greensburg Bancshares shall mutually agree (the “Mailing Date”), or such later date as NBT may determine, ) to each holder of record of CNB Greensburg Bancshares Common Stock entitled as of five Business Days prior to vote at the CNB Shareholders Meeting Mailing Date (as defined in Section 8.1.1) permitting the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify elect to receive the number Cash Consideration for all of the shares of CNB Greensburg Bancshares Common Stock owned held by such holder with respect to which such holder desires to make a Cash Election (a “Cash Election”)holder, in accordance with the provision of Section 3.1.42.02(c)(i), (ii) to specify elect to receive the number Stock Consideration for all of shares of CNB Common Stock owned by such holder with respect to which such holder desires to make a Stock Electionshares, in accordance with Section 2.02(c)(ii), (iii) to elect to receive the provision Stock Consideration for a part of such holder’s Greensburg Bancshares Common Stock and the Cash Consideration for the remaining part of such holder’s Greensburg Bancshares Common Stock in accordance with Section 3.1.32.02(c)(iii), or (iiiiv) to indicate that such record holder has no preference as to the receipt of cash Cash Consideration or NBT Common Stock Consideration for such shares (a “Non-Election”)shares. Holders A holder of record of shares of CNB Greensburg Bancshares Common Stock who hold holds such shares as nomineesnominee, trustees trustee or in other another representative capacities capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of CNB Greensburg Bancshares Common Stock held by each such Representative for a particular beneficial owner. Any shares of CNB Greensburg Bancshares Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent on of an effective, properly completed Election Form shall be deemed Non-Election Shares. Any Dissenting Shares The Election Form will advise Stockholders to consult with their tax advisors prior to making an election as to the form of Merger Consideration to receive. (c) To be effective, a properly completed Election Form shall be deemed shares subject submitted to an All Cash Electionthe Exchange Agent on or before 5:00 p.m., New Orleans time, on the 25th day following the Mailing Date (or such other time and with respect date as First Guaranty Bancshares and Greensburg Bancshares may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Greensburg Bancshares shall use its reasonable best efforts to such shares the holders thereof shall in no event receive consideration comprised of NBT Common Stock. NBT shall make available one up to two separate Election Forms, or more such additional Election Forms as First Guaranty Bancshares may reasonably be requested in writing from time permit, to time by all persons who become holders (or beneficial owners) of CNB Greensburg Bancshares Common Stock between the CNB Shareholders Meeting record date Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline (as defined in Section 3.2.3), and CNB Deadline. Greensburg Bancshares shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Greensburg Bancshares Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Greensburg Bancshares shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of Greensburg Bancshares Common Stock held by such shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. First Guaranty Bancshares shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by First Guaranty Bancshares or Greensburg Bancshares, upon exercise by First Guaranty Bancshares or Greensburg Bancshares of its respective or their mutual rights to terminate this Agreement to the extent provided under Article VII, that this Agreement has been terminated in accordance with Article VII. (d) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of First Guaranty Bancshares Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to First Guaranty Bancshares Common Stock shall be payable on or with respect to any fractional share interest, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of First Guaranty Bancshares. In lieu of the issuance of any such fractional share, First Guaranty Bancshares shall pay to each former holder of Greensburg Bancshares Common Stock who otherwise would be entitled to receive a fractional share of First Guaranty Bancshares Common Stock, an amount in cash, rounded to the nearest cent and without interest, equal to the product of (i) the fraction of a share to which such holder would otherwise have been entitled and (ii) $18.62. For purposes of determining any fractional share interest, all shares of Greensburg Bancshares Common Stock owned by a Greensburg Bancshares shareholder shall be combined so as to calculate the maximum number of whole shares of First Guaranty Bancshares Common Stock issuable to such Greensburg Bancshares shareholder. (e) The Surviving Corporation shall pay for any Dissenters’ Shares in accordance with Section 12:131 of the LBCL, and the holders thereof shall not be entitled to receive any Merger Consideration; provided, that if appraisal rights under Section 12:131 of the LBCL with respect to any Dissenters’ Shares shall have been effectively withdrawn or lost, such shares will thereupon cease to be treated as Dissenters’ Shares and shall be converted into the right to receive the Merger Consideration pursuant to Section 2.02. (f) The holders of Certificates (immediately prior to the Merger) representing shares of Greensburg Bancshares Common Stock (any such certificate being hereinafter referred to as a “Certificate”) shall cease to have any rights as stockholders of Greensburg Bancshares, except such rights, if any, as they may have pursuant to applicable law and this Agreement, including the right to receive the Merger Consideration with respect to the shares represented by such Certificate. (g) The shares of First Guaranty Bancshares Common Stock to be issued as Merger Consideration to holders of Greensburg Bancshares Common Stock in the Merger will not be registered under the Securities Act or registered or qualified for sale under any state securities Law and cannot be resold without registration or an exemption under the Securities Act. Such shares will therefore be “restricted securities” as defined in Rule 144 under the Securities Act. Each certificate representing First Guaranty Bancshares Common Stock issued in the Merger shall bear a restrictive legend referencing the Securities Act.