SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - ----------------------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 1996 (January 16, 1996) TrustCo Bank Corp NY - --------------------------------------------------- (Exact name of registrant as specified in its charter) New York ---------------------------------- (State or other jurisdiction of incorporation) 0-10592 14-1630287 (Commission File Number) (IRS Employer Identification No.) 192 Erie Boulevard, Schenectady, New York 12305 - -------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: 518) 377-3311 TrustCo Bank Corp NY Item 5. Other Events On January 16, 1996, TrustCo Bank Corp NY ( TrustCo ) issued two press releases with the fourth quarter and year-end December 31, 1995, results. Attached are copies of the press releases on Exhibits 99(a) and 99(b) incorporated herein by this reference. Item 7. (c) Exhibits Reg S-K Exhibit No. Description ________________ ___________ 24 Powers of Attorney 99(a) Press Release of January 16, 1996 99(b) Press Release of January 16, 1996 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: January 18, 1996 TrustCo Bank Corp NY (Registrant) By: /s/Robert T. Cushing ___________________ Robert T. Cushing Vice President and Chief Financial Officer Exhibits Index ______________ The following exhibits are filed herewith: Reg S-K Exhibit No Description ________________ __________ 24 Powers of Attorney 99(a) Press Release of January 16, 1996 regarding fourth quarter and year end December 31, 1995, results. 99(b) Highlights Press Release of January 16, 1996 regarding fourth quarter and year end December 31, 1995, results. Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William F. Terry and Robert T. Cushing signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of TrustCo Bank Corp NY (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules there- under; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desir- able to complete and execute any such Form 3, 4, and 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the docu- ments executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 27th day of November, 1995. /s/R. McCormick ---------------------- R. McCormick POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William F. Terry and Robert T. Cushing signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of TrustCo Bank Corp NY (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules there- under; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desir- able to complete and execute any such Form 3, 4, and 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the docu- ments executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 21st day of November, 1995. /s/Barton Andreoli ---------------------- Barton Andreoli POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William F. Terry and Robert T. Cushing signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of TrustCo Bank Corp NY (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules there- under; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desir- able to complete and execute any such Form 3, 4, and 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the docu- ments executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 21st day of November, 1995. /s/Lionel Barthold ---------------------- Lionel O. Barthold POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William F. Terry and Robert T. Cushing signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of TrustCo Bank Corp NY (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules there- under; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desir- able to complete and execute any such Form 3, 4, and 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the docu- ments executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 21st day of November, 1995. /s/M. Norman Brickman ---------------------- M. Norman Brickman POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William F. Terry and Robert T. Cushing signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of TrustCo Bank Corp NY (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules there- under; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desir- able to complete and execute any such Form 3, 4, and 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the docu- ments executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 21st day of November, 1995. /s/Charles W. Carl ---------------------- Charles W. Carl POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William F. Terry and Robert T. Cushing signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of TrustCo Bank Corp NY (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules there- under; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desir- able to complete and execute any such Form 3, 4, and 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the docu- ments executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 21st day of November, 1995. /s/Nancy A. McNamara ---------------------- Nancy A. McNamara POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William F. Terry and Robert T. Cushing signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of TrustCo Bank Corp NY (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules there- under; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desir- able to complete and execute any such Form 3, 4, and 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the docu- ments executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 21st day of November, 1995. /s/John S. Morris ---------------------- John S. Morris POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William F. Terry and Robert T. Cushing signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of TrustCo Bank Corp NY (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules there- under; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desir- able to complete and execute any such Form 3, 4, and 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the docu- ments executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 21st day of November, 1995. /s/James H. Murphy ---------------------- James H. Murphy POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William F. Terry and Robert T. Cushing signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of TrustCo Bank Corp NY (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules there- under; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desir- able to complete and execute any such Form 3, 4, and 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the docu- ments executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 21st day of November, 1995. /s/R. J. Murray ---------------------- R. J. Murray POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William F. Terry and Robert T. Cushing signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of TrustCo Bank Corp NY (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules there- under; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desir- able to complete and execute any such Form 3, 4, and 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the docu- ments executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 21st day of November, 1995. /s/Kenneth C. Peterson ---------------------- Kenneth C. Petersen POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William F. Terry and Robert T. Cushing signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of TrustCo Bank Corp NY (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules there- under; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desir- able to complete and execute any such Form 3, 4, and 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the docu- ments executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 21st day of November, 1995. /s/William D. Powers ---------------------- Willaim D. Powers POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William F. Terry and Robert T. Cushing signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of TrustCo Bank Corp NY (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules there- under; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desir- able to complete and execute any such Form 3, 4, and 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the docu- ments executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 21st day of November, 1995. /s/William J. Purdy ---------------------- William J. Purdy POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William F. Terry and Robert T. Cushing signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of TrustCo Bank Corp NY (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules there- under; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desir- able to complete and execute any such Form 3, 4, and 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the docu- ments executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 21st day of November, 1995. /s/William F. Terry ---------------------- William F. Terry POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William F. Terry and Robert T. Cushing signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of TrustCo Bank Corp NY (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules there- under; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desir- able to complete and execute any such Form 3, 4, and 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the docu- ments executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 21st day of November, 1995. /s/Philip J. Thompson ---------------------- Philip J. Thompson Exhibit 99(a) William F. Terry Senior Vice President and Secretary (518) 381-3611 For Immediate Release: Schenectady, New York -- January 16, 1996 Today, TrustCo announced record earnings for both the fourth quarter and the year ending December 31,1995. Net income for the fourth quarter of 1995 was $6.9 million, or $0.38 per share, compared to $6.2 million and $0.35 per share, for the fourth quarter of 1994. These results represent an increase of 12% in net income and 9% in per share earnings during the two time periods. Net income for the year ended December 31, 1995, was $25.5 million, or $1.42 per share, compared to $22.9 million and $1.28 per share for the year ended December 31, 1994. For the year 1995 compared to 1994, these results represent an increase of 12% in net income and 11% in per share earnings. Making the announcement was Robert A. McCormick, President and Chief Executive Officer. "As we expected, 1995's results for the fourth quarter and the year represent record earnings for TrustCo with almost all core operations of the bank showing significant improvement over 1994," stated Mr. McCormick. "Throughout 1995, we stressed growth in net interest income by expanding our earning assets base, enhancing the retail branch network by opening four new branches, and increasing the quality of our loan portfolio with an allowance for loan losses coverage ratio of 3 times our nonperforming loans. In each of these areas, 1995 was a banner year." The full year 1995 results announced today by TrustCo represent a return on average equity of 18%, and continues the trend set many years ago of having increasing annual returns on equity. "We establish very aggressive goals for our Company, and we measure our performance by return on equity. Every action that we take at TrustCo is evaluated as to how well it enhances shareholder value. In our Company, the shareholder comes first," said Mr. McCormick. The return on equity for the fourth quarter of 1995 was 19%, which represents the target return on equity TrustCo has established for the year 1996. During 1995, TrustCo achievements included: - -- A 3% increase in taxable equivalent net interest income, the primary contributor to net income, in spite of a reduction in the net interest margin to 4.18% for the year. Commenting on this point, Mr. McCormick noted, "Going into 1995 we made a concerted effort to attract new deposits, recognizing that the short term outcome would be a reduction in our net interest margin due to higher deposit cost. Our strategy has always been to attract customers to TrustCo based upon a combination of our strong customer service, user friendly retail branches, and aggressive pricing of our services and products. With this increase in deposits, we are uniquely positioned, compared to other financial institutions, to take advantage of opportunities as they become available in 1996." As a result of this strategy, average deposits increased 7% during the fourth quarter of 1995 compared to 1994. - -- The opening of four new retail banking operations at the following locations: -- Hudson Falls -- Exit 8, Clifton Park -- Malta Mall -- Mechanicville "The positive reception we have received in these communities is overwhelming. We are committed to increasing our branch network in the years to come, and we expect to follow the same strategies that have proven successful in 1995," remarked Mr. McCormick. - -- An efficiency ratio for the year 1995 of 42.5%, and 40.5% for the fourth quarter of 1995. Commenting on the efficiency ratio, Mr. McCormick noted, "Cost control has been an integral element in the TrustCo operating style for many, many years. We hear a lot about other banks now promoting their efforts at reducing their operating costs and how that will be their emphasis in the future. The fundamental principle these banks may be missing is that cost control is only one of the needed elements in the formula for success. To continue to be successful, TrustCo's philosophy is to provide our services cheaper, faster and better than our competitors. It's the combination of superior customer service at the lowest possible cost that our customers are demanding and that TrustCo is delivering." - -- A 6% increase in average loans from 1994 to 1995. The increase in loans is primarily in the residential loan portfolio. Commenting on the loan portfolio, Mr. McCormick stated, "At TrustCo we strive to focus our attention on specific market opportunities. So in the loan portfolio, for example, we have identified growth in residential real estate loans as our principal objective. Therefore, even with a very soft local real estate market during much of 1995, we have been able to expand our loan portfolio because of our superior products, service and pricing." Asset quality, one of the cornerstones of TrustCo's success, remained strong during 1995. Total nonperforming loans were 1.28% of total loans, and nonperforming assets are only 0.89% of total assets at year end 1995. These percentages are well below industry averages for nonperforming loans and assets. TrustCo is a $2.2 billion bank holding company, and through its subsidiary bank, Trustco Bank, National Association, operates 47 bank offices in Albany, Columbia, Greene, Rensselaer , Saratoga, Schenectady, Warren and Washington counties. In addition, the bank operates a full service Trust Department with $777.5 million of assets under management. The common shares of TrustCo are traded on the NASDAQ National Market System under the ticker symbol of TRST. Exhibit 99(b) William F. Terry Senior Vice President and Secretary 518/381-3611 Schenectady, New York -- January 16, 1996 FOR IMMEDIATE RELEASE: TrustCo Bank Corp NY (dollars in thousands, except per share data) 12/95 12/94 ------ ----- Three Months Ended December 31: Net Income $ 6,920 6,202 Average Equivalent Shares Outstanding 18,208,000 17,877,000 Net Income per Share $0.38 $0.35 Twelve Months Ended December 31: Net Income $ 25,527 22,888 Average Equivalent Shares Outstanding 18,035,000 17,863,000 Net Income per Share $1.42 1.28 Total Nonperforming Loans $15,658 11,716 Total Nonperforming Assets 19,390 16,796 Allowance for Loan Losses 48,320 38,851 Allowance as a Percentage of Total Loans 3.94% 3.34 # # # Page 1 FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) Three Months Ended 12/31/95 09/30/95 12/31/94 Summary of operations Net interest income (TE) $20,824 20,669 21,404 Provision for loan losses 2,960 3,120 1,565 Net gain/(loss) from securities transactions (526) 141 (2,526) Noninterest income 3,511 3,506 3,336 Noninterest expense 10,132 10,695 10,744 Net income 6,920 6,596 6,202 Per common share (4) Net income $0.38 0.36 0.35 Cash dividends 0.28 0.28 0.23 Book value at period end 9.08 8.50 7.94 Market price at period end 22.13 21.75 17.29 At period end Full time equivalent employees 434 441 435 Full service banking offices 47 46 43 Performance ratios Return on average assets 1.27% 1.23 1.25 Return on average equity (1) 19.21 18.39 17.84 Efficiency (2) 40.54 42.16 42.49 Net interest spread (TE) 3.58 3.58 4.17 Net interest margin (TE) 4.03 4.04 4.52 Dividend payout ratio 70.09 73.39 64.82 Capital ratios at period end Total equity to assets 7.36 7.00 7.05 Tier 1 risk adjusted capital 12.45 12.27 12.08 Total risk adjusted capital 13.73 13.55 13.35 Asset quality analysis at period end (5) Nonperforming loans to total loans 1.28 1.38 1.01 Nonperforming assets to total assets 0.89 0.93 0.85 Allowance for loan losses to total loans 3.94 3.86 3.34 Coverage ratio (3) 3.1 X 2.8 X 3.3 X (1) Average equity excludes the effect of the market value adjustment for securities available for sale. (2) Calculated as noninterest expense (excluding ORE expense and any nonrecurring charges) divided by taxable equivalent net interest income plus noninterest income (excluding ORE income and net securities transactions). (3) Calculated as allowance for loan losses divided by total nonperforming loans. (4) All per share information has been adjusted for the 6 for 5 stock split effective August, 1995. (5) All nonperforming loans and assets data has been restated for the adoption of SFAS No. 114, "Accounting by Creditors for the Impairment of Loans." TE = Taxable equivalent. FINANCIAL HIGHLIGHTS, Continued Page 2 Twelve Months Ended 12/31/95 12/31/94 Summary of Operations Net interest income (TE) $83,451 81,117 Provision for loan losses 12,698 8,056 Net gain/(loss) from securities transactions 243 (8,877) Noninterest income 13,824 13,437 Noninterest expense 44,440 40,560 Net income 25,527 22,888 Per Common Share (4) Net income $1.42 1.28 Cash dividends 1.01 0.82 Book value at period end 9.08 7.94 Market price at period end 22.13 17.29 Performance ratios Return on average assets 1.23% 1.15 Return on average equity (1) 18.03 17.01 Efficiency (2) 42.52 41.82 Net interest spread (TE) 3.75 3.92 Net interest margin (TE) 4.18 4.25 Dividend payout ratio 69.55 62.52 CONSOLIDATED BALANCE SHEETS (dollars in thousands) 12/31/95 12/31/94 ASSETS Loans, net $1,177,822 1,122,938 Securities available for sale 640,206 117,458 Investment securities 0 347,858 Federal funds sold 239,000 263,000 ---------------------------- Total earning assets 2,057,028 1,851,254 Cash and due from banks 50,889 52,479 Bank premises and equipment 25,008 23,877 Other assets 43,260 48,067 ---------------------------- Total assets $2,176,185 1,975,677 ============================ LIABILITIES Deposits: Demand $111,743 93,496 Savings 880,140 911,629 Money Market 69,434 92,965 Certificates of deposit > $100 thou 84,210 62,511 Other time deposits 785,122 629,230 ---------------------------- Total deposits 1,930,649 1,789,831 Short-term borrowings 56,654 12,713 Long-term debt 0 3,550 Other liabilities 28,783 30,300 ---------------------------- Total liabilities 2,016,086 1,836,394 SHAREHOLDERS' EQUITY 160,099 139,283 ---------------------------- Total liabilities and shareholders' equity $2,176,185 1,975,677 ============================ Number of common shares outstanding, in thousands 17,638 17,541 CONSOLIDATED STATEMENTS OF INCOME Page 4 (dollars in thousands, except per share data) Three Months Ended 12/31/95 09/30/95 12/31/94 Interest income Loans $27,462 27,035 25,136 Investments 11,503 11,563 7,755 Federal funds sold 3,018 2,908 3,766 ------------------------------------------ Total interest income 41,983 41,506 36,657 Interest expense Deposits 20,953 20,765 15,455 Borrowings 757 642 166 ------------------------------------------ Total interest expense 21,710 21,407 15,621 ------------------------------------------ Net interest income 20,273 20,099 21,036 Provision for loan losses 2,960 3,120 1,565 ------------------------------------------ Net interest income after provision for loan losses 17,313 16,979 19,471 Net gain/(loss) from securities transactions (526) 141 (2,526) Noninterest income 3,511 3,506 3,336 Noninterest expense 10,132 10,695 10,744 ------------------------------------------ Income before income taxes 10,166 9,931 9,537 Income tax expense 3,246 3,335 3,335 ------------------------------------------ Net income $6,920 6,596 6,202 ========================================== Net income per share $0.38 0.36 0.35 Avg equivalent shares outstanding, in thousands 18,208 18,119 17,877 CONSOLIDATED STATEMENTS OF INCOME Page 5 (dollars in thousands, except per share data) Twelve Months Ended 12/31/95 12/31/94 Interest income Loans $107,060 93,873 Investments 41,949 37,351 Federal funds sold 12,543 9,058 ---------------------------- Total interest income 161,552 140,282 Interest expense Deposits 78,355 60,034 Borrowings 1,845 664 ---------------------------- Total interest expense 80,200 60,698 ---------------------------- Net interest income 81,352 79,584 Provision for loan losses 12,698 8,056 ---------------------------- Net interest income after provision for loan losses 68,654 71,528 Net gain/(loss) from securities transactions 243 (8,877) Noninterest income 13,824 13,437 Noninterest expense 44,440 40,560 ---------------------------- Income before income taxes 38,281 35,528 Income tax expense 12,754 12,640 ---------------------------- Net income 25,527 22,888 ============================ Net income per share 1.42 1.28 Avg equivalent shares outstanding, in thousands 18,035 17,863 CONSOLIDATED AVERAGE BALANCE SHEETS Page 6 (in thousands) Three Months Ended 12/31/95 09/30/95 12/31/94 Total assets $2,156,948 2,127,825 1,974,105 Shareholders' equity 151,265 146,228 137,641 Interest earning assets 2,076,697 2,056,611 1,895,144 Interest bearing liabilities 1,872,741 1,851,576 1,711,536 Twelve Months Ended 12/31/95 12/31/94 Total assets $2,073,391 1,994,497 Shareholders' equity 145,469 136,977 Interest earning assets 1,994,240 1,910,368 Interest bearing liabilities 1,800,008 1,735,483