SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only
(as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TrustCo Bank Corp NY
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transactions
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: <F1>
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previos
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<F1> Set forth the amount on which the filing fee is calculated
and state how it was determined.
TRUSTCO BANK CORP NY
320 State Street
Schenectady, New York 12305
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Shareholders Of
TrustCo Bank Corp NY:
Notice is hereby given that the Annual Meeting of Shareholders of
TrustCo Bank Corp NY ("TrustCo"), a New York corporation, will be held
at TrustCo's Trust Building, 192 Erie Boulevard, Schenectady, New York
12305, on May 20, 1996, at 10:00 a.m. local time for the purposes of
considering and voting upon the following matters:
1. Election of directors.
2. Adoption of an amendment to the Amended and Restated
Certificate of Incorporation of TrustCo to increase the
authorized shares of Common Stock from 25,000,000 to
50,000,000 shares.
3. Ratification of the appointment of independent auditors
for 1996.
4. Any other business that properly may be brought before
the meeting or any adjournment thereof.
By Order of the Board of Directors
William F. Terry
Secretary
April 12, 1996
YOU ARE REQUESTED TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE, WHETHER YOU PLAN TO ATTEND THE MEETING OR NOT. YOU MAY
WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO THE MEETING, OR IF YOU DO
ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AT THAT TIME IF YOU
WISH.
TRUSTCO BANK CORP NY
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
MAY 20, 1996
This proxy statement is furnished in connection with the
solicitation by the Board of Directors of TrustCo Bank Corp NY
("TrustCo"), a New York corporation, of proxies to be voted at the
Annual Meeting of Shareholders (the "Annual Meeting") to be held at
10:00 a.m. local time on Monday, May 20, 1996, at TrustCo's Trust
Building, 192 Erie Boulevard, Schenectady, New York 12305. This proxy
statement and the form of proxy were first mailed to shareholders on
April 12, 1996. Any shareholder executing a proxy which is solicited
hereby has the power to revoke it. Revocation may be made by giving
written notice to the Secretary of TrustCo at any time prior to the
exercise of the proxy.
Proxies will be solicited by mail. They also may be solicited by
directors, officers, and regular employees of TrustCo and Trustco Bank,
National Association of Schenectady, New York ("Trustco Bank"), a
wholly-owned subsidiary of TrustCo, personally or by telephone or
telegraph, but such persons will receive no additional compensation for
such services. TrustCo has also retained Regan and Associates to aid
in the solicitation of proxies for a fee of $4,000. The entire cost of
this solicitation will be borne by TrustCo and Trustco Bank.
As of March 1, 1996, there were 17,651,986 outstanding shares of
Common Stock, $1.00 par value (the "Common Stock"), of TrustCo. Only
shareholders of record of such Common Stock at the close of business on
April 10, 1996, are entitled to notice of and to vote at the Annual
Meeting. Each shareholder of record on that date is entitled to one
vote for each share of Common Stock held. With respect to each matter
to be acted upon at the Annual Meeting, abstentions on properly
executed proxy cards will be counted for purposes of determining a
quorum at the meeting; however, such abstentions and shares not voted
by brokers and other entities holding shares on behalf of beneficial
owners will not be counted in calculating voting results on those
matters for which the shareholder has abstained or the broker has not
voted.
Full shares of Common Stock held for the account of shareholders
participating in the Dividend Reinvestment and Stock Purchase Program
will be voted in the same manner as those shareholders have authorized
their shares held of record to be voted. If such shareholders fail to
instruct how the shares registered in their names shall be voted, the
shares held in their dividend reinvestment accounts will not be voted.
SHAREHOLDER PROPOSALS
Shareholder proposals to be considered for inclusion in a proxy
statement in connection with any forthcoming annual meeting must be
submitted to TrustCo on a timely basis. Proposals for inclusion in
TrustCo's proxy statement and form of proxy for the annual shareholders
meeting to be held in May of 1997 must meet the requirements
established by the Securities and Exchange Commission for shareholder
proposals and must be received by TrustCo at its principal executive
offices no later than December 13, 1996. Any such proposals, together
with any supporting statements, should be directed to the Secretary of
TrustCo.
THE ANNUAL MEETING
A description of the items to be considered at the Annual Meeting
and other information is set forth below.
Item 1. Election of Directors
The first item to be acted upon at the Annual Meeting is the
election of four (4) directors of TrustCo, each to serve on the TrustCo
Board of Directors (the "TrustCo Board") for a three (3) year term
until his successor shall have been duly elected and qualified. The
incumbent directors whose terms are currently scheduled to expire at
the Annual Meeting, and who have been nominated for reelection as
directors (collectively, the "TrustCo Director Nominees") are as
follows: Lionel O. Barthold, Richard J. Murray, Jr., William D.
Powers, and William F. Terry.
TrustCo's Amended and Restated Certificate of Incorporation requires
that the TrustCo Board shall consist of not less than twelve (12) nor
more than fifteen (15) members, and the TrustCo Bylaws provide that the
total number of directors may be fixed by resolution of the TrustCo
Board or the shareholders.
The Amended and Restated Certificate of Incorporation and the Bylaws
of TrustCo require the TrustCo Board to be divided into three (3)
classes, as nearly equal in number as may be, with one class to be
elected each year for a term of three years. The affirmative vote of
at least a majority of the votes cast by the holders of Common Stock
represented in person or by proxy at the Annual Meeting is required to
elect directors.
The pages that follow set forth information regarding the TrustCo
Director Nominees, as well as information regarding the remaining
members of the TrustCo Board whose terms of office do not expire this
year. Proxies will be voted in accordance with specific instructions
contained therein. Shares will be voted for the election of such
TrustCo Director Nominees unless contrary instructions are set forth on
the enclosed TrustCo proxy card. If any nominee shall be unavailable
to serve, the shares represented by all valid proxies will be voted for
the election of such other person as the TrustCo Board may recommend,
or the TrustCo Board may reduce the number of directors to eliminate
the vacancy. Each of the TrustCo Director Nominees has consented to
being named in this Proxy Statement and to serve if elected. The
TrustCo Board has no reason to believe that any TrustCo Director
Nominee will decline or be unable to serve if elected.
Information with regard to the business experience of each director
and the ownership of Common Stock on December 31, 1995, has been
furnished by such director, or has been obtained from the records of
TrustCo.
INFORMATION ON TRUSTCO DIRECTORS AND NOMINEES
NOMINEES FOR ELECTION AS TRUSTCO DIRECTORS FOR
THREE-YEAR TERM TO EXPIRE IN 1999
Shares of Trustco Common Stock <F1>
Beneficially Owned
No. of Percent of
Shares <F2> Class
LIONEL O. BARTHOLD, Age 69; Chairman of Power Tech-
nologies, Inc. (consulting engineers). Director
of TrustCo from 1981 through 1985, and from
November 21, 1989 to present. Director of
Trustco Bank since 1977. 76,419 *
RICHARD J. MURRAY, JR., Age 67; Chief Executive Officer,
R.J. Murray Co., Inc. (air conditioning and
heating distributors). Director of TrustCo and
of Trustco Bank since 1985. 143,451 *
WILLIAM D. POWERS, Age 54, Chairman, New York Republican
State Committee since 1991. Director of TrustCo
and of Trustco Bank since 1995. 1,057 *
WILLIAM F. TERRY, Age 54; Executive officer of
Trustco Bank (Senior Vice President) since 1987.
Secretary of TrustCo and of Trustco Bank
since 1990. Director of TrustCo and of
Trustco Bank since 1991. 169,149 *
TRUSTCO DIRECTORS CONTINUING IN OFFICE
Shares of Trustco Common Stock <F1>
Beneficially Owned
No. of Percent of
Shares <F2> Class
BARTON A. ANDREOLI, Age 56; President, Towne Construction
& Paving Corp. Director of TrustCo and of
Trustco Bank since 1993. 5,028 *
M. NORMAN BRICKMAN, Age 70; President, D. Brickman, Inc.
(wholesale fruits and produce). Director of
TrustCo and of Trustco Bank since 1985. 108,017 *
CHARLES W. CARL, JR., Age 71; Retired President, The Carl
Company (department stores). Director of
TrustCo since 1981 and of Trustco Bank since
1950. 129,269 *
ROBERT A. McCORMICK, Age 59; President of TrustCo and of
Trustco Bank since 1982. President and Chief
Executive Officer of TrustCo and Trustco Bank
since 1984. Director of TrustCo and of Trustco
Bank since 1980. 553,355 3.14
NANCY A. McNAMARA, Age 46; Executive officer of TrustCo
(Vice President) since 1992 and Trustco Bank
(Senior Vice President) since 1988. Joined
Trustco Bank in 1971. Director of TrustCo and
of Trustco Bank since 1991. 177,406 1.01
JOHN S. MORRIS, PhD, Age 70; President Emeritus and
Research Professor of Philosophy, Union College
and Former Chancellor, Union University.
Director of TrustCo since 1981 and of Trustco
Bank since 1980. 29,433 *
JAMES H. MURPHY, D.D.S., Age 67; Orthodontist. Director
of TrustCo and of Trustco Bank since 1991. 11,217 *
KENNETH C. PETERSEN, Age 59; President and Chief
Operating Officer, Schenectady International,
Inc. (chemical manufacturer). Director of
TrustCo and of Trustco Bank since 1982. 30,290 *
WILLIAM J. PURDY, Age 61; President of Welbourne & Purdy
Realty, Inc. Director of TrustCo and of
Trustco Bank since 1991. 5,872 *
PHILIP J. THOMPSON, Age 64; Retired Vice President and
Director, New York Telephone Company. Director
of TrustCo and of Trustco Bank since 1991. 26,174 *
INFORMATION ON TRUSTCO EXECUTIVE OFFICERS NOT LISTED ABOVE
Shares of Trustco Common Stock <F1>
Beneficially Owned
No. of Percent of
Shares <F2> Class
ROBERT T. CUSHING, Age 40; Executive officer of TrustCo
(Vice President and Chief Financial Officer)
and Trustco Bank (Senior Vice President and
Chief Financial Officer). Joined Trustco Bank
in May 1994, after serving as a partner at KPMG
Peat Marwick LLP since 1987. 28,254 *
RALPH A. PIDGEON, Age 53; Executive officer of TrustCo
(Vice President and Assistant Secretary) since
1995 and of Trustco Bank (Senior Vice
President) since 1978. Joined Trustco Bank
in 1964. 164,152 *
TRUSTCO DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS AS A GROUP (16
INDIVIDUALS) BENEFICIALLY OWN 1,658,543 SHARES OF TRUSTCO COMMON STOCK,
WHICH REPRESENT 9.4% OF THE OUTSTANDING SHARES.
<FN>
FOOTNOTES:
<F1> The Common Stock is the only class of equity security outstanding
<F2> Each director and executive officer named herein has sole voting
and investment power with respect to the shares listed above,
except that voting and investment power over a total of 3,381
shares is shared with their spouses and children, and a total of
63,462 are owned by spouses and other family members. The shares
shown include 740,531 shares of TrustCo Common Stock with respect
to which certain directors and executive officers have a right to
acquire beneficial ownership within 60 days of December 31, 1995.
<F3> * Less than 1%
</FN>
Director Fees, Committees and Attendance
The TrustCo Board held seven (7) meetings during 1995. Average
attendance by Directors at meetings of the TrustCo Board and of the
Committees described below was over 96.5%. Each Director attended 75%
or more of the aggregate of the meetings of the TrustCo Board and of
the Committees on which he/she served. Each Director who is not an
employee of TrustCo or of Trustco Bank currently receives for his/her
services as Director a fee in the amount of $2,100 per meeting attended
of TrustCo and Trustco Bank's Boards of Directors, and $1,050 per
meeting attended of any TrustCo or Trustco Bank committee of which
he/she is a member. Each Director who is an employee of TrustCo or
Trustco Bank does not receive these Directors' fees. No additional
remuneration is received by any such Director for TrustCo or Trustco
Bank Board of Directors' meetings or for special assignments.
TrustCo's Nominating Committee held one (1) meeting in 1995. The
five (5) Directors currently serving on the Nominating Committee are R.
McCormick (Chairman), B. Andreoli, C. Carl, R. Murray, and W. Terry.
The function of the Nominating Committee is to consider and recommend
to the TrustCo Board, nominees for election to the TrustCo Board. The
Nominating Committee will consider written recommendations by
shareholders for nominees for election to the TrustCo Board.
TrustCo's Audit Committee held one (1) meeting in 1995. The five
(5) Directors serving on the Audit Committee are R. Murray (Chairman),
J. Murphy, K. Petersen, W. Purdy, and P. Thompson. The function of the
Audit Committee is to review TrustCo's and Trustco Bank's internal
audit procedures, and also to review the adequacy of internal
accounting controls for TrustCo and Trustco Bank.
TrustCo's Stock Option Committee held one (1) meeting in 1995. The
three (3) Directors serving on the Stock Option Committee are J. Morris
(Chairman), B. Andreoli, and N. Brickman. The function of the Stock
Option Committee is to administer the 1995 TrustCo Bank Corp NY Stock
Option Plan.
The Personnel Advisory Committee of Trustco Bank held one (1)
meeting in 1995. The three (3) Directors serving on the Personnel
Advisory Committee are J. Morris (Chairman), B. Andreoli, and N.
Brickman. The function of the Personnel Advisory Committee is to
review general compensation practices of Trustco Bank and to recommend
to the Board of Directors of Trustco Bank the salary and benefits for
Trustco Bank's three (3) executive officers who are also Directors of
TrustCo, and the two (2) executive officers of Trustco Bank who are not
directors of TrustCo.
TrustCo Executive Officers
Executive Officers of TrustCo are presently President and Chief
Executive Officer Robert A. McCormick, Vice President and Chief
Financial Officer Robert T. Cushing, Vice President Nancy A. McNamara,
Vice President and Assistant Secretary Ralph A. Pidgeon, and Secretary
William F. Terry.
Trustco Bank Executive Officers
Executive Officers of Trustco Bank are presently President and Chief
Executive Officer Robert A. McCormick, Senior Vice President and Chief
Financial Officer Robert T. Cushing, Senior Vice Presidents Nancy A.
McNamara, Ralph A. Pidgeon, and Senior Vice President and Secretary
William F. Terry.
TrustCo and Trustco Bank Executive Officer Compensation
The following table sets forth for the fiscal year ended December
31, 1995, the compensation paid to or accrued on behalf of each of the
five (5) most highly compensated Executive Officers of TrustCo and
Trustco Bank. The value of incidental personal benefits, which may not
be directly related to job performance, has been included, where
applicable, according to the Securities and Exchange Commission's
required disclosure thresholds. Each of the following Executive
Officers has an employment contract and a supplemental retirement
agreement described in subsequent pages.
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
Securities
Other Underlying
Annual Options/ All Other
Name and Salary Bonus Compensation SARs Compensation
Principal Position Year ($) ($)<F1> ($)<F2> (#)<F3> ($)<F4>
Robert A. McCormick, 1995 720,000 648,000 73,614 120,000 N/A
President & Chief 1994 700,000 525,000 N/A 132,000 N/A
Executive Officer, 1993 650,000 197,500 N/A 132,000 30,000
TrustCo and Trustco Bank
Robert T. Cushing, <F5> 1995 240,000 216,000 N/A 30,000 N/A
Senior Vice President and 1994 138,000 106,808 N/A 52,800 N/A
Chief Financial Officer, 1993 N/A N/A N/A N/A N/A
Trustco Bank; Vice
President and Chief
Financial Officer, TrustCo
Nancy A. McNamara, 1995 240,000 216,000 N/A 30,000 N/A
Senior Vice President 1994 230,000 172,500 N/A 26,400 N/A
Trustco Bank; Vice 1993 200,000 40,000 N/A 26,400 30,000
President, TrustCo
Ralph A. Pidgeon, 1995 240,000 216,000 N/A 30,000 N/A
Senior Vice President 1994 230,000 172,500 N/A 26,400 N/A
Trustco Bank; Vice 1993 200,000 40,000 N/A 26,400 30,000
President, Assistant
Secretary, TrustCo
William F. Terry, 1995 240,000 216,000 N/A 30,000 N/A
Senior Vice President and 1994 230,000 172,500 N/A 26,400 N/A
Secretary, Trustco Bank; 1993 200,000 40,000 N/A 26,400 30,000
Secretary, TrustCo
<FN>
<F1> Bonus amounts for 1995 and 1994 include payments to senior
executive officers of TrustCo as short-term incentive
compensation pursuant to the incentive program described in
greater detail herein under the caption "Personnel Advisory
Committee Report on Executive Compensation".
<F2> In consideration of the benefits payable under the incentive
compensation program described in note 1 above, during 1995 and
1994, senior executive officers of TrustCo ceased to be eligible
for contributions to or allocations, accruals or other payments
from Trustco Bank's profit sharing plan. Other annual
compensation for Mr. McCormick included $48,736 of taxes
reimbursed by the Company pursuant to established benefit plans.
<F3> Stock Option data have been adjusted to reflect the 6 for 5
stock split effective August 24, 1995, the 10% stock dividend
effective October 21, 1994, and the two for one stock split
effective November 19, 1993.
<F4> Entries for 1993 represent the profit sharing allocations,
accruals and payments made or credited to a participant for
1993. As described in note 2 above, executive officers of
TrustCo were not eligible to participate in Trustco Bank's
profit sharing plan during 1994 and 1995.
<F5> Mr. Cushing commenced his employment with Trustco Bank on
May 20, 1994. The salary for 1994 was based upon an annual base
salary of $230,000.
</FN>
Option/SAR Grants in Last Fiscal Year
Number of % of Total
Securities Options/
Underlying SARs Potential Realizable Value
Options/ Granted to Exercise at Assumed Annual Rates
SARs Employees or Base of Stock Price Appreciation
Granted in Fiscal Price Expiration For Option Term <F4>
Name (#) <F1> Year <F2> ($/Sh) <F3> Date 5% 10%
Robert A. McCormick 120,000 39.1% $18.68 07/17/2005 $1,410,000 $3,572,400
Robert T. Cushing 30,000 9.8% 18.68 07/17/2005 352,500 893,100
Nancy A. McNamara 30,000 9.8% 18.68 07/17/2005 352,500 893,100
Ralph A. Pidgeon 30,000 9.8% 18.68 07/17/2005 352,500 893,100
William F. Terry 30,000 9.8% 18.68 07/17/2005 352,500 893,100
<FN>
<F1> Options, which were granted on July 17, 1995, become exercisable in
five annual installments beginning July 17, 1995. Stock Option
data have been adjusted for the 6 for 5 stock split on August 24,
1995.
<F2> The total number of options granted in 1995 was 306,800, of which
240,000 (78.2%) were issued to the Executive group, 11,000 (3.6%)
were issued to the non-Executive Director group, 55,800 (18.2%) to
the non-Executive Officer group.
<F3> Exercise or base price is equal to the closing trade price on the
date of grant.
<F4> The amounts included reflect pre-tax gain. The dollar amounts
under these columns are the result of calculations at the 5% and
10% rates set by the Securities and Exchange Commission and,
therefore, are not intended to forecast possible future
appreciation, if any, of TrustCo's stock price. TrustCo's per
share stock would be $30.43 and $48.45 if increased 5% and 10%
respectively, compounded annually over the option term.
</FN>
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($) <F3>
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise (#) <F1> Realized ($) <F2> Unexercisable Unexercisable
Robert A. McCormick 25,609 $312,581 330,648/247,800 $3,046,071/$1,461,597
Robert T. Cushing -- -- 27,120/55,680 $166,292/$301,114
Nancy A. McNamara 19,147 $227,849 79,005/58,320 $768,063/$353,108
Ralph A. Pidgeon 11,334 $173,509 132,020/58,320 $1,481,603/$353,108
William F. Terry 12,226 $115,574 126,426/58,320 $1,365,999/$353,108
<FN>
<F1> Stock Option data have been adjusted for the 6 for 5 stock split on
August 24, 1995, the 10% stock dividend on October 21, 1994, and
the two for one split on November 19, 1993. Shares shown include
SARs exercised.
<F2> The amounts included reflect pre-tax gain. Amounts shown represent
the difference between the stock option grant price and the market
value of the stock on the date of exercise.
<F3> The amounts included reflect pre-tax gain. Value of unexercised
in-the-money options based on December 29, 1995, closing trade price
of $22.125.
</FN>
TrustCo Retirement Plans
Trustco Bank has a Retirement Plan (the "Trustco Bank Retirement
Plan") pursuant to which annual retirement benefits are based on years
of service to a maximum of 30 and average annual earnings of the
highest five consecutive years during the final ten years of service.
The Trustco Bank Retirement Plan is fully funded by Trustco Bank
contributions. In addition, Trustco Bank has an unfunded supplemental
Retirement Plan (the "Trustco Bank Supplemental Retirement Plan"),
which is a defined contribution plan, under which additional retirement
benefits are accrued for eligible Executive and Senior Officers. Under
the Trustco Bank Supplemental Retirement Plan, the amount of
supplemental retirement benefits is based upon the greater of (1) the
benefit payment payable under the Trustco Bank Retirement Plan, and (2)
the benefits that would have been payable under the prior Trustco Bank
Retirement Plan, calculated without regard to the Internal Revenue
Code's maximum limits on compensation or qualified plan benefits and
reduced by the amount of the benefits actually payable to such employee
under the Trustco Bank Retirement Plan. The Trustco Bank Supplemental
Retirement Plan provides benefits based on years of service to a
maximum of 40.
Pension Plan Table
Average Eligible Annual Benefits for Years of Service
Compensation
10 Years 20 Years 30 Years 40 Years
Service Service Service Service
$75,000 $12,700 $25,535 $39,273 $54,047
$150,000 $27,325 $55,160 $83,898 $113,672
$225,000 $42,048 $84,758 $128,523 $173,297
$300,000 $57,048 $114,410 $173,148 $232,922
$375,000 $72,048 $144,096 $217,773 $292,620
$450,000 $87,048 $174,096 $262,620 $352,620
$525,000 $102,048 $204,096 $307,620 $412,620
$600,000 $117,048 $234,096 $352,620 $472,620
$675,000 $132,048 $264,096 $397,620 $532,620
$750,000 $147,048 $294,096 $442,620 $592,620
$825,000 $162,048 $324,096 $487,620 $652,620
$900,000 $177,048 $354,096 $532,620 $712,620
$975,000 $192,048 $384,096 $577,620 $772,620
$1,050,000 $207,048 $414,096 $622,620 $832,620
$1,125,000 $222,048 $444,096 $667,620 $892,620
$1,200,000 $237,048 $474,096 $712,620 $952,620
$1,275,000 $252,048 $504,096 $757,620 $1,012,620
$1,350,000 $267,048 $534,096 $802,620 $1,072,620
$1,425,000 $282,048 $564,096 $847,620 $1,132,620
$1,500,000 $297,048 $594,096 $892,620 $1,192,620
$1,575,000 $312,048 $624,096 $937,620 $1,252,620
$1,650,000 $327,048 $654,096 $982,620 $1,312,620
The foregoing table shows the approximate retirement benefits
which would have been payable in 1995 to salaried employees, under both
the Trustco Bank Retirement Plan and the Trustco Bank Supplemental
Retirement Plan, assuming retirement of such person at age 65.
Earnings used in calculating benefits under these Plans are
approximately equal to cash amounts reflected as Salary plus Bonus in
the Summary Compensation Table. These Plans permit service and
earnings to continue to be credited for employment after age 65.
However, it is Trustco Bank's policy that executive officers will
retire at age 65. The benefits set forth in the foregoing table are in
addition to those which may be received as Social Security benefits.
The years of service at normal retirement age 65 for the Executive
Officers (other than Mr. McCormick) named in the Cash Compensation
Table would be as follows: Mr. Cushing, 27 years; Ms. McNamara, 43
years; Mr. Pidgeon, 44 years; and Mr. Terry, 20 years.
Generally, an employee who has attained age 55 and has ten years
of service has the right to elect to immediately begin receiving
adjusted retirement benefits less than those indicated in the table
upon any separation from service with Trustco Bank. The Internal
Revenue Code places a maximum limit on the benefits that can be
provided under qualified retirement plans such as the Trustco Bank
Retirement Plan. For 1995, the annual Internal Revenue Code limit for
a straight-life annuity benefit normal retirement age was $120,000,
which amount is actuarially reduced for participants who retire and
begin receiving benefits early.
The Trustco Bank Supplemental Retirement Plan provides that
Trustco Bank, in its discretion, may at any time elect to make a lump
sum distribution of a participant's supplemental benefit. The amount
of this single payment is equal to the participant's Supplemental
Account Balance.
In addition to participation under Trustco Bank's Retirement Plan,
Robert A. McCormick has a separate unfunded agreement with Trustco Bank
under which additional retirement benefits are accrued. Under the
terms of the agreement he will be entitled to benefits equal to those
to which he would have been entitled if he had been an employee of
Trustco Bank and a participant under its qualified plans since the date
he joined a former employer. The benefit will be reduced by the amount
of benefits actually paid him under Trustco Bank's qualified plans and
by his former employer's qualified plans. The years of credited
service at normal retirement age 65 for Mr. McCormick would be 47.
Personnel Advisory Committee Report on Executive Compensation
The Personnel Advisory Committee of Trustco Bank determines the
compensation of employees and officers of TrustCo and Trustco Bank,
including the Named Executive Officers identified in the Summary
Compensation Table. Each of the Named Executive Officers in the
Summary Compensation Table has an employment agreement with each of
TrustCo and Trustco Bank. These employment agreements are described
elsewhere in this Proxy Statement.
The Personnel Advisory Committee of the Board of Directors of
Trustco Bank, the present members of which are: J. Morris (Chairman),
B. Andreoli, and N. Brickman, furnished the following report on
executive compensation to the Board of Directors of Trustco Bank, which
has been adopted by the TrustCo Board for the year ended December 31,
1995:
Under the supervision and direction of the Personnel Advisory
Committee, TrustCo and Trustco Bank have developed compensation
policies, plans and programs which seek to enhance profitability of
TrustCo and Trustco Bank, and ultimately shareholder value, by aligning
closely the financial interests of TrustCo's senior management with
those of its shareholders. It continues to be the purpose and intent
of the Personnel Advisory Committee to design a compensation program
which reflects the standards of performance of Trustco Bank, with
particular emphasis on setting goals tied to return on shareholder
equity previously defined by the Board of Directors of Trustco Bank.
The function of the Personnel Advisory Committee is to review the
general compensation structure for executive officers of Trustco Bank,
including those executive officers named in the Summary Compensation
Table which appears elsewhere in this Proxy Statement, and to recommend
to the Board of Directors of Trustco Bank the salary and benefits of
such executive officers. The components of executive compensation for
the Named Executive Officers include salary, bonus, stock options, and
cash payments under the Trustco Bank Retirement Plan, Non- Qualified
Supplemental Retirement Plan, and Executive Officer Incentive Plan.
The Personnel Advisory Committee evaluates individual performance and
corporate profitability to determine the level of any compensation
adjustment to take effect as of January of the following year. The
Personnel Advisory Committee also identifies positions within Trustco
Bank eligible to participate in the Executive Incentive Plan and the
Supplemental Retirement Plan.
The Personnel Advisory Committee met once during the course of the
year, on October 17, 1995. The Stock Option Committee, whose members
are the same as that of the Personnel Advisory Committee, met
separately on July 17, 1995 to 1) identify eligible participants in
TrustCo's Stock Option Plan and 2) award option grants for the current
plan year. The Stock Option Committee considered discussions with KPMG
Peat Marwick LLP regarding general stock option issues and trends when
formulating its final decision on grants awarded under the Stock Option
Plan. KPMG Peat Marwick LLP discussed with the Committee information
regarding option levels that should be considered in light of industry
trends. KPMG Peat Marwick LLP is the independent auditor for TrustCo
and provides a variety of tax and financial consulting services for
TrustCo. While TrustCo does not have a target ownership level for
equity holdings by its executives, the Stock Option Committee does take
into account the amount and value of options currently held by eligible
participants when granting option awards. Options may be granted in
varying amounts so as to create relative ownership parity among the
executive officers participating in the Stock Option Plan.
It is the aim of the Personnel Advisory Committee to determine
salary and benefit levels of executive compensation principally upon
the basis of overall corporate performance, although elements of
corporate performance may vary from year to year in the discretion of
the Personnel Advisory Committee and among executive officers. In
making any such determination, the Personnel Advisory Committee will
consider a number of factors including, among others, Trustco Bank's
return on equity, attainment of net income goals and total asset
targets, overall profitability from year to year, banking experience of
individual officers, scope of responsibility within the overall
organization, performance and particular contributions to Trustco Bank
and TrustCo during the course of the year, and other relevant factors,
including involvement in community matters which may better position
the organization to serve the immediate needs of Trustco Bank's
market. The Personnel Advisory Committee uses broad discretion when
determining compensation levels and considers all of the above
criteria. It does not assign a specific weight to any of these factors
when establishing salary and benefit levels. In addition, compensation
levels are established notwithstanding Trustco Bank's inability to
deduct all such compensation under provisions of the Internal Revenue
Code.
The Personnel Advisory Committee may also consider compensation
programs offered to executives performing similar duties for competing
depository institutions and their holding companies, with a particular
focus on the level of compensation paid by comparable institutions. To
assist in this evaluation, an industry group of 15 regional bank
holding companies, called the Dow Jones Banks - East Index, was
identified by the Personnel Advisory Committee for performance and
compensation comparisons. This Index is comprised of a broad-based
group of banks on the East Coast and was chosen for comparative
purposes because of its members' geographic proximity to Trustco Bank.
This peer group consists of the same companies that comprise the
published industry index used in the performance graph that follows
this report. While Trustco Bank is comparatively smaller in terms of
total asset size than the members of this peer group, Trustco Bank
favorably competes with these institutions in terms of overall
corporate performance. Trustco's return on asset and return on equity
ratios ranked in the top 40% and top 25%, respectively, when compared
to the members of this peer group, yet the base salary of Trustco's
Chief Executive Officer was below the mean and median base salary of
the peer group members' Chief Executive Officers. The Committee
further takes into consideration the unique size of Trustco's executive
group as compared to other financial institutions. Trustco Bank and
TrustCo currently operate with five (5) executive officers, whereas
many institutions in this peer group have a larger pool of executive
officers.
During its meeting in 1995, the Personnel Advisory Committee
decided not to change the current basic salary structure, short-term
incentive compensation for executives or features of other employee
benefits plans.
The Personnel Advisory Committee continues to believe that Trustco
Bank is better able to attract, retain, and motivate Trustco Bank's
executives to achieve superior performance if a relatively large
percentage of senior executive compensation is "at risk." In other
words, Trustco Bank's compensation for senior executives, including
those executives named in the Summary Compensation Table, is designed
with an objective of providing less total compensation when TrustCo's
performance is poorer than a peer group of companies, and providing
superior total compensation when performance is superior to that of the
peer group.
In evaluating corporate performance for purposes of establishing
short-term incentive compensation awards for executive officers, the
Personnel Advisory Committee evaluated TrustCo's performance as
compared with TrustCo's profit plan for the year, and also evaluated
financial results (generally return on equity) as compared with peers
for the current year. The Personnel Advisory Committee then
established a "percentage of target pool" to be paid as short-term
incentive compensation (this ranged from 0% to 125% of base
compensation). The target pool payment would be made to senior
executives based on TrustCo's return on average equity for the year.
The range of target return on average equity was from 14%, which
equated to a 40% payout, to 20% return on average equity, which equated
to a 125% payout. Senior executives would receive no incentive
compensation award for return on average equity below 14%.
In consideration of the potential benefits payable under the
incentive program described above, senior executives ceased to be
eligible for contributions to Trustco Bank's profit sharing plan
beginning in 1994, which qualifies for favorable tax treatment and to
which Trustco Bank historically has made contributions equal to 15% of
compensation.
In the opinion of the Personnel Advisory Committee, return on
equity is the most significant measure of performance of TrustCo and
its relative importance to shareholders. Therefore, the target pools
were established to provide senior executives with an incentive to
increase return on equity performance. The Personnel Advisory
Committee's actions concerning compensation were ultimately judgements
based upon the Committee's ongoing assessment and understanding of
TrustCo and its executive officers, performance of its executive
officers, and whether or not cash payments or incentive payments would
provide an appropriate award or incentive to the officers' contribution
to TrustCo's past and future performance.
With respect to total compensation paid to Mr. McCormick during
1995, the Committee reviewed, among other criteria noted above, the
consistent growth in performance and shareholder equity since his
appointment as President in 1982 and Chief Executive Officer in 1984,
and his ability to effectively influence and lead the executive team to
attain this performance level. The Committee exercises broad
discretion when considering these criteria and does not assign a
specific weight to any of these factors. Mr. McCormick did not
participate in the discussions regarding his compensation.
The TrustCo Board of Directors
Barton A. Andreoli Robert A. McCormick Richard J. Murray, Jr.
Lionel O. Barthold Nancy A. McNamara Kenneth C. Petersen
M. Norman Brickman John S. Morris, Ph.D. William D. Powers
Charles W. Carl, Jr. James H. Murphy, D.D.S. William J. Purdy
William F. Terry
Philip J. Thompson
Share Investment Performance
The following graphs show changes over five-year and eight-year
periods in the value of $100 invested in: (1) TrustCo Common Stock;
(2) the Standard & Poor's 500 index; and (3) an industry group of 15
other regional bank holding companies, called the Dow Jones Banks--East
Index. TrustCo management believes that longer term performance is of
greater importance to TrustCo shareholders. The eight-year period is
presented in addition to the five-year period required by the
Securities and Exchange Commission because it provides additional
perspective, and matches the longest period for which Dow Jones
Banks--East Index information is available. The banks comprising the
Dow Jones Banks--East Index are: Baybanks, Inc., Bank of Boston Corp.,
The Bank of New York Co., Corestates Financial Corp, Fleet Financial
Group Inc., Integra Financial Corp, MBNA Corp, Mellon Bank Corp.,
Mercantile Bankshares Corp, Meridian Bancorp Inc., PNC Bank Corp,
State Street Boston Corp., State Street Boston Corp., UJB Financial
Corp., and Wilmington Trust Corp.
The year-end pre-tax values of each investment are based on share
price appreciation plus dividends paid, with cash dividends reinvested
the date they were paid.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG TRUSTCO BANK CORP. NY, THE S&P 500 INDEX AND THE
DOW JONES REGIONAL BANKS, EAST INDEX
1991 1992 1993 1994 1995
TrustCo $155 $203 $285 $294 $406
S & P 500 130 140 155 157 215
DJBanks--East 185 266 279 269 460
*Assumes $100 invested on December 31, 1990 in stock or index-including
reinvestment of dividends. Fiscal year ending December 31.
COMPARISON OF EIGHT YEAR CUMULATIVE TOTAL RETURN*
AMONG TRUSTCO BANK CORP. NY, THE S&P 500 INDEX AND THE
DOW JONES REGIONAL BANKS, EAST INDEX
1988 1989 1990 1991 1992 1993 1994 1995
TrustCo $133 $162 $154 $239 $312 $438 $451 $623
S & P 500 117 154 149 194 209 230 233 321
DJBanks--East 115 117 65 121 174 183 178 301
*Assumes $100 invested on December 31, 1987 in stock or index-including
reinvestment of dividends. Fiscal year ending December 31.
Employment Contracts and Termination of Employment Arrangements
TrustCo and Trustco Bank have entered into agreements (individually
the "TrustCo Employment Agreement" and collectively the "TrustCo
Employment Agreements") to engage the services of the five named
Executive Officers: Robert A. McCormick, the President and Chief
Executive Officer of TrustCo and Trustco Bank (the "President"); Nancy
A. McNamara, Vice President of TrustCo, Ralph A. Pidgeon, Vice
President and Assistant Secretary of TrustCo, William F. Terry,
Secretary of TrustCo, and Robert T. Cushing, Vice President and Chief
Financial Officer of TrustCo, each a Senior Vice President of Trustco
Bank as well (collectively, the "Vice Presidents").
(1) President's TrustCo Employment Agreement
The President's TrustCo Employment Agreement, dated as of January
1, 1992, had an initial term expiring on December 31, 1995. The
Agreement automatically renewed on January 1, 1996, and renews each
year thereafter, for a succeeding three year term until the
President receives a non-renewal notice or he reaches retirement age
of 65 or the then mandatory retirement age, whichever is greater.
The President's TrustCo Employment Agreement provides that his
annual compensation shall be his annual base salary plus his
executive incentive bonus ("Annual Compensation"). Mr. McCormick's
Annual Compensation in future years will be negotiated with TrustCo
and Trustco Bank and shall not be less than his Annual Compensation
for the preceding calendar year. As further compensation,
Mr. McCormick is entitled to participate fully in any disability,
death benefit, retirement, executive incentive compensation, or
pension plans maintained by TrustCo and/or Trustco Bank.
Notwithstanding the foregoing, and as described in greater detail
herein under the caption "Personnel Advisory Committee Report on
Executive Compensation," Mr. McCormick has ceased to be eligible to
participate in the Trustco Bank profit sharing plan in consideration
of the potential benefits under the short-term incentive plan
described above.
In the event there is a termination of the President for any
reason, other than good cause, or retirement , then he shall receive
upon his termination an amount equal to three times his then Annual
Compensation, to be paid at his election either (a) in a single lump
sum reduced to its present value, within ten days of his
termination, or (b) in three equal annual payments each in the
amount of the Annual Compensation then in effect with the first
payment to be made within ten days after his termination. The
President's TrustCo Employment Agreement, as amended on September 1,
1994, also provides for a gross up payment in the event that the
amounts payable to the President upon his termination under the
President's TrustCo Employment Agreement or any other agreement are
subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code").
Upon termination of the President's employment due to retirement
or disability, TrustCo and Trustco Bank shall provide to the
President and his wife, for the life of the President, the same
health insurance benefits provided to retirees by TrustCo and
Trustco Bank under their medical insurance plan. TrustCo and
Trustco Bank will also provide to the President for his life the
same life insurance benefits provided to retirees by TrustCo and
Trustco Bank under their life insurance plan.
The President's TrustCo Employment Agreement defines termination
to include: (a) any reduction in the President's annual
compensation, disability, death, retirement, pension or
profit-sharing benefits (unless such reductions shall be applied to
all Trustco Bank employees as part of a validly adopted plan of cost
containment), responsibilities or duties; or (b) either TrustCo's or
Trustco Bank's relocation or a change in the President's base
location; or (c) receipt of a non-renewal notice pursuant to the
President's TrustCo Employment Agreement; or (d) the unilateral
election of the President to terminate his Agreement.
Notwithstanding the foregoing, the parties to the President's
TrustCo Employment Agreement have agreed that Mr. McCormick's
ineligibility to participate in the Trustco Bank profit sharing
plan, as aforesaid, shall not have effected a termination of such
employment agreement.
(2) Vice Presidents' TrustCo Employment Agreement
The TrustCo Employment Agreements for the Vice Presidents (except
for Robert T. Cushing, whose employment agreement was executed on
June 21, 1994) were restated effective as of June 21, 1994. These
employment agreements have one year terms which automatically renew
on January 1 of each year, unless a Vice President receives a
non-renewal notice or he or she reaches a specified retirement age.
The Vice Presidents' TrustCo Employment Agreements provide that the
annual compensation of each Vice President shall be his or her
annual base salary, which amount may be adjusted as agreed among the
parties during each renewal term. The Vice Presidents are also
entitled to participate fully in any disability, death benefit,
retirement, executive incentive compensation, or pension plans.
Notwithstanding the foregoing, and as described in greater detail
herein under the caption "Personnel Advisory Committee Report on
Executive Compensation," the Vice Presidents ceased to be eligible
to participate in the Trustco Bank profit sharing plan in
consideration of the potential benefits under the short-term
incentive plan described above.
In the event there is a termination of a Vice President within
two years after a change in control of TrustCo or Trustco Bank, for
any reason other than for good cause, death, retirement at the
mandatory retirement age, or disability, then he or she shall
receive, within ten days of his or her termination, an amount equal
to two times the Vice President's annual base salary then in effect.
The TrustCo Employment Agreements for the Vice Presidents also
provide for a gross up payment in the event that the amounts payable
to a Vice President upon his or her termination under such Vice
President's TrustCo Employment Agreement or any other agreement
involving such Vice President are subject to the excise tax imposed
by Section 4999 of the Code.
Upon termination of a Vice President's employment due to
retirement or disability, TrustCo and Trustco Bank shall provide to
the Vice President and his or her spouse, for the life of the Vice
President, the same health insurance benefits provided to retirees
by TrustCo and Trustco Bank under their medical insurance plan.
TrustCo and Trustco Bank will also provide to the Vice President for
his or her life the same life insurance benefits provided to
retirees by TrustCo and Trustco Bank under their life insurance
plan.
The TrustCo Employment Agreements for the Vice Presidents define
termination within two years after a change in control to include:
(a) any reduction in the executive's annual compensation,
disability, death, retirement, pension or profit-sharing benefits
(unless such reductions shall be applied to all Trustco Bank
employees as part of a validly adopted plan of cost containment),
responsibilities or duties; or (b) either TrustCo's or Trustco
Bank's relocation or a change in the executive's base location; or
(c) receipt of a non-renewal notice pursuant to the TrustCo
Employment Agreement; or (d) the unilateral election of the
executive to terminate his or her Agreement. Notwithstanding the
foregoing, the parties to the Vice Presidents' TrustCo Employment
Agreements have agreed that the Vice Presidents' ineligibility to
participate in the Trustco Bank profit sharing plan, as aforesaid,
shall not have effected a termination of such employment agreements.
(3) General Provisions
In addition to termination payments for the President and Vice
Presidents described above, all TrustCo Employment Agreements
provide for (a) the payment in full of each employee's compensation
due, including retirement, pension and profit-sharing plans, through
the termination date, (b) the continuation of health and group life
insurance benefits for at least one year following termination and
(c) the cost of any legal expenses as a result of such termination.
THE TRUSTCO BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE TRUSTCO
DIRECTOR NOMINEES FOR ELECTION AS TRUSTCO DIRECTORS,
WHICH IS ITEM 1 ON THE PROXY CARD
Item 2. Amendment of TrustCo's Amended and Restated Certificate of
Incorporation
The TrustCo Board has unanimously approved certain amendments to
Section 4.1 of TrustCo's Amended and Restated Certificate of
Incorporation (the "Certificate") and has voted to recommend that the
TrustCo shareholders adopt the amendment (the "Certificate Amendment").
The Certificate Amendment will increase the number of authorized shares
of Common Stock from 25,000,000 to 50,000,000 shares. As of March 1,
1996, there were 18,148,632 shares of Common Stock issued, including
496,646 treasury shares.
Reasons For and Effect of the Certificate Amendment
The increase in authorized shares will provide authorized Common
Stock for issuance from time to time as may be necessary in connection
with future financings, investment opportunities, acquisitions of other
companies, the declaration of stock dividends or stock splits, other
distributions, or for other corporate purposes. TrustCo has no present
plans, understandings or agreements for issuing the additional shares
to be authorized by the proposed Certificate Amendment, but it is
necessary to have authorization for additional shares in order to
enable TrustCo, as the need may arise, to take prompt advantage of
market conditions and the availability of favorable opportunities
without the delay and expense incident to the holding of a special
meeting of shareholders of TrustCo.
The issuance of additional shares of Common Stock of TrustCo may
dilute the equity ownership position of current TrustCo shareholders.
Shareholders do not possess preemptive rights and thus will not have
a first right of refusal to purchase the additional shares. Unless
required by applicable law, no further authorization or vote of the
TrustCo shareholders will be solicited for the issuance of the
additional shares of TrustCo Common Stock.
Although the Certificate Amendment is being proposed by the TrustCo
Board for reasons other than as an "anti-takeover" device, the
additional authorized shares, if issued, could make it more difficult
for a person to acquire the requisite amount of stock needed to control
TrustCo. The issuance of additional shares thus could have the effect
of making it more difficult to remove incumbent management. TrustCo's
Certificate and the Bylaws of TrustCo contain provisions which may be
viewed as having an "anti-takeover" effect. Article 10 of TrustCo's
Certificate, which provides that a "business combination," as defined
in that Article (including mergers, consolidations and acquisitions
of substantially all assets), involving TrustCo and any entity owning
more than 5% of TrustCo's voting stock, may not be consummated even if
the normal statutory requirements are met, unless the business
combination also (i) involves payment of a "fair consideration" to
TrustCo's shareholders as described in TrustCo's Certificate, (ii) is
approved by at least two-thirds (66 2/3%) of the disinterested directors
of TrustCo, or (iii) is approved by at least two-thirds (66 2/3%) of the
outstanding voting shares of TrustCo. This "fair consideration"
provision was included in TrustCo's Certificate to make it more likely
that any acquisition of TrustCo will involve payment of a fair price
to all shareholders of TrustCo.
TrustCo's Certificate and Bylaws also provide for a classified
Board of Directors, under which one-third of the Directors are elected
to three-year terms at each annual shareholders' meeting. In effect,
the existence of a classified board may increase the time required for
any one or more persons owning a majority or controlling block of stock
to elect a majority of the Directors. Without a classified board, a
change in control can be accomplished at a single annual shareholders'
meeting; with a classified board, at least two successive annual
shareholders' meetings may be required. A classified board may help
to moderate the pace of any change in control of the TrustCo Board, and
by increasing the stability of the TrustCo Board, may also increase its
effectiveness. On the other hand, the extension of time required to
obtain control of the TrustCo Board also tends to discourage a tender
offer or takeover bid.
At the present time, there are no plans to issue additional shares
of Common Stock, other than as contemplated under existing TrustCo
stock option plans.
Vote Required
The Certificate Amendment will be adopted if approved by the
affirmative vote of the holders of at least two-thirds (2/3) of the
Common Stock. The TrustCo Board believes the adoption of the
Certificate Amendment will be in the best interests of the TrustCo
shareholders. Dissenting votes give rise to no rights on the part of
dissenters.
THE TRUSTCO BOARD RECOMMENDS THAT TRUSTCO SHAREHOLDERS VOTE
FOR THIS PROPOSAL, WHICH IS ITEM 2 ON THE TRUSTCO PROXY CARD.
Item 3. Ratification of the Appointment of Independent Auditors
KPMG Peat Marwick LLP, certified public accountants, were the
independent auditors for TrustCo for the year ended December 31, 1995,
and the TrustCo Board has again selected and appointed them as the
independent auditors for the year ending December 31, 1996. A
resolution will be presented at the Annual Meeting to ratify their
appointment as independent auditors. The independent auditors will
report on the consolidated financial statements of TrustCo for the
current calendar year and will perform such other non-audit services
as may be required of them. Representatives of KPMG Peat Marwick LLP
are expected to be present at the Annual Meeting to make a statement
if they so desire and are also expected to be available to respond to
appropriate questions that may be raised.
During the year ended December 31, 1995, KPMG Peat Marwick LLP
provided various audit and non-audit professional services to TrustCo.
Audit services so provided included examination of the consolidated
financial statements of TrustCo, review, assistance and consultation
in connection with the filing of the Form 10-K Annual Report with the
Securities and Exchange Commission, and assistance with accounting and
financial reporting requirements. Non-audit services so provided
included the preparation and planning of corporate tax returns.
THE TRUSTCO BOARD RECOMMENDS THAT TRUSTCO SHAREHOLDERS VOTE
FOR THIS PROPOSAL, WHICH IS ITEM 3 ON THE TRUSTCO PROXY CARD.
Item 4. Other Matters
The TrustCo Board is not aware of any other matters that may come
before the Annual Meeting. However, the proxies may be voted with
discretionary authority with respect to any other matters that may
properly come before the Annual Meeting.
SEC FORM 10-K:
TrustCo Bank Corp NY will provide without charge a copy of its Form
10-K upon written request. Requests and related inquiries should be
directed to: William F. Terry, Secretary, TrustCo Bank Corp NY, P.O.
Box 1082, Schenectady, New York 12301-1082.
Ownership of TrustCo Common Stock by Certain Beneficial Owners
TrustCo is aware of one firm which is the beneficial owner of more
than 5% of the Common Stock as of December 31, 1995: Franklin
Resources, Inc., 777 Mariner's Island Boulevard, San Mateo, California,
an investment company, which owned 899,358 shares of the Common Stock
at December 31, 1995 (5.1%).
Neither TrustCo nor its subsidiaries hold shares of Common Stock as
record holder. However, at March 1, 1996, the Trust Department of
Trustco Bank held 1,720,764 shares of TrustCo Common Stock as executor,
trustee and agent (9.7% of outstanding shares) not otherwise reported
in this proxy statement. Neither TrustCo nor Trustco Bank has any
beneficial interest in these shares.
Transactions with TrustCo and Trustco Bank Directors, Executive
Officers and Associates
Some of the directors and executive officers of TrustCo and Trustco
Bank, and some of the corporations and firms with which these
individuals are associated, are also customers of Trustco Bank in the
ordinary course of business, or are indebted to Trustco Bank in respect
to loans of $60,000 or more, and it is anticipated that they will
continue to be customers of and indebted to Trustco Bank in the future.
All such loans, however, were made in the ordinary course of business,
did not involve more than normal risk of collectibility, do not present
other unfavorable features, and were made on substantially the same
terms, including interest rates and collateral, as those prevailing at
the same time for comparable Trustco Bank transactions with
unaffiliated persons. As of March 1, 1996 the total amount of such
loans represented 5.1% of shareholders' equity of TrustCo.
During the previous calendar year, Trustco Bank has had commercial
transactions in the ordinary course of business with companies with
which certain of TrustCo's directors are affiliated. No significant
business or personal relationship with Trustco Bank existed by virtue
of a person's position in TrustCo or in Trustco Bank, or ownership
interest in TrustCo.
Insurance for Indemnification of Officers and Directors
TrustCo renewed insurance for the indemnification of its officers
and directors and officers and directors of Trustco Bank from the
Progressive Insurance Company effective for the one (1) year period
from September 10, 1995 to September 10, 1996. The cost of this
insurance was $52,000, and coverage is provided to all officers and
directors of TrustCo and Trustco Bank. The TrustCo Board has no
knowledge of any claims made or sum paid pursuant to such insurance
policy during 1995.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires TrustCo's directors and executive officers, and persons who
own more than ten percent (10%) of a registered class of TrustCo's
equity securities ("Reporting Persons") to file initial reports of
ownership and reports of changes of ownership in TrustCo's Common Stock
and other equity securities with the Securities and Exchange Commission
("SEC"). Reporting Persons are required by SEC regulations to furnish
TrustCo with copies of all Section 16(a) reports they file.
To TrustCo's knowledge, based solely on a review of the copies of
such reports furnished to TrustCo, and written representations that no
other reports were required, during the fiscal year ended December 31,
1995, all Section 16(a) filing requirements have been met.
TRUSTCO SHAREHOLDERS
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE TRUSTCO ANNUAL
MEETING, PLEASE SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING TRUSTCO
PROXY CARD IN THE ENVELOPE PROVIDED. IF YOU PLAN TO ATTEND THE MEETING
AND ARE A SHAREHOLDER OF RECORD, PLEASE MARK THE PROXY CARD
APPROPRIATELY AND RETURN IT. HOWEVER, IF YOUR SHARES ARE NOT
REGISTERED IN YOUR OWN NAME, PLEASE ADVISE THE SHAREHOLDER OF RECORD
(YOUR BANK, BROKER, ETC.) THAT YOU WISH TO ATTEND. THAT FIRM MUST
PROVIDE YOU WITH EVIDENCE OF YOUR OWNERSHIP WHICH WILL ENABLE YOU TO
GAIN ADMITTANCE TO THE MEETING.
TRUSTCO BANK CORP NY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
May 20, 1996
The Board of Directors recommends a vote "FOR" proposals 1, 2, and 3 below
1. Election of Directors
[ ] FOR
[ ] WITHHELD
* FOR ALL EXCEPT the following nominees:
2. Approval of Amendment of Certificate of Incorporation
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. Approval of Independent Auditors
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
SPECIAL NOTES
[ ] I plan to attend meeting. [ ] # attending
[ ] Comments on reverse side
SIGNATURES___________________________________ DATE_______________, 1996
Please sign and date this proxy card exactly as your name(s) appears
above and return it promptly whether or not you plan to attend the
meeting. If signing for a corporation or partnership or as an agent,
attorney or fiduciary, indicate the capacity in which you are signing.
If you do attend the meeting and decide to vote by ballot, such vote
will supersede this proxy.
This Proxy is solicited on behalf of the Board of Directors of TrustCo
Bank Corp NY ("TrustCo") for the Annual Meeting of shareholders to be
held at TrustCo's Trust Building, 192 Erie Boulevard, Schenectady,
New York, on May 20, 1996.
The undersigned hereby appoints Harry E. Whittingham, Jr. and Anthony
M. Salerno, and each of them, the proxy or proxies of the undersigned,
with full power of substitution, to vote all shares of common stock of
TrustCo which the undersigned is entitled to vote at the Annual Meeting,
and at any adjournments or postponements thereof.
This proxy will be voted as directed, but if no direction is indicated,
it will be voted FOR proposals 1 through 3 and in the discretion of the
proxies on such other matters as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
Your vote for election of Directors may be indicated on the other side.
Nominees are - Lionel O. Barthold, Richard J. Murray, Jr., William D.
Powers, and William F. Terry.
Please sign and date this proxy card on the reverse side and mail
promptly in the enclosed postage-paid envelope. If you do not sign
and return a proxy or attend the meeting and vote by ballot, your shares
cannot be counted.
Comments:__________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
(If you have written in the above space, please mark the "Comments"
box on the other side of this card.)