On May 1, 2012, NBT Bancorp Inc. ("NBT") held its Annual Meeting of Shareholders (the "Annual Meeting"). NBT's shareholders approved each of the four proposals detailed in NBT's Definitive Proxy Statement on Schedule 14A (the "Proxy Statement"), which was filed with the Securities and Exchange Commission on March 30, 2012.

The proposals voted on by the shareholders at the Annual Meeting were as follows:

1. NBT's shareholders approved fixing the size of the Board of Directors at 11 members, as set forth below:

Votes For Votes Against Abstain 25,568,014 395,693 143,177

2. NBT's shareholders elected four individuals to the Board of Directors, as set forth below:

             Nominees           Votes For  Withheld  Broker Non-Votes
             Martin A. Dietrich 20,846,362  935,898     4,324,624
             John C. Mitchell   15,304,446 6,477,814    4,324,624
             Michael M. Murphy  15,347,516 6,434,744    4,324,624
             Joseph G. Nasser   15,371,615 6,410,645    4,324,624

3. NBT's shareholders approved an amendment to its Restated Certificate of Incorporation to increase the total number of authorized shares of its common stock from 50,000,000 shares to 100,000,000 shares, as set forth below:

Votes For Votes Against Abstain Broker Non-Votes 17,648,526 3,967,676 130,058 4,324,624

4. NBT's shareholders ratified the appointment by NBT's Board of Directors of KPMG LLP as the independent registered public accounting firm of NBT for the fiscal year ending December 31, 2012, as set forth below:

Votes For Votes Against Abstain 25,710,054 223,703 173,127

On May 1, 2012, NBT's Board of Directors declared a quarterly cash dividend of $0.20 per share on its common stock. The dividend on common shares will be payable on June 15, 2012, to shareholders of record on June 1, 2012.

(d) Exhibits.

3.1 Certificate of Amendment of Restated Certificate of Incorporation of NBT Bancorp Inc.