[GRAPHIC OMITTED]
TOMPKINS
TRUSTCO INC.
P.O. Box 460 - Ithaca, N.Y. 14851
VIA EDGAR
Wednesday, June 21, 2006
Mr. Paul Cline
Senior Accountant
United States Securities and Exchange Commission
Division of Corporate Finance
100 F. Street, N.E.
Washington, D.C. 20549-7010
Re: Tompkins Trustco, Inc.
Form 10-K for Fiscal Year Ended December 31, 2005
Filed March 16, 2006
File No. 001-12709
Dear Mr. Cline,
This letter is being submitted in response to your letter dated June 8,
2006 to Tompkins Trustco, Inc. (the "Company"), regarding your review of our
responses, dated May 3, 2006, to the Commission's prior comments to the
Company's Report on Form 10-K for the fiscal year ended December 31, 2005. Below
I have detailed our specific response related to the Commission's addition
comments set forth in your letter.
1. General: Response: - Prior to December 2005, merchant card processing
was a product offered through the Company's commercial banking
subsidiaries and was marketed to our customers through our banking
offices. Revenues from merchant processing activities represented 0.43%
of the Company's total revenues in 2005, while balance sheet assets
related to merchant processing activities, consisting of merchant card
processing terminals, represented 0.01% of total assets. In December
2005, the Company entered into an agreement with NOVA Information
Systems ("NOVA"), as its partner to provide customer service,
processing services, and support operations to the Company's merchant
card processing customers. Pursuant to the agreement, the Company's
merchant customers existing at the time of the sale are being converted
to NOVA's processing system and these customers are now serviced by
NOVA. NOVA receives the revenues generated by the merchant card
servicing business and is responsible for all servicing and maintenance
expenses related thereto. The Company continues to market the product
through our banking offices and continues to generate referral fees and
income based on a percentage of net sales revenue from new customers
referred to NOVA through the Company's bank subsidiaries.
The Company does not produce detailed cash flow statements or
statements of operations for operating business units below the
subsidiary bank level. The Company does generate responsibility center
(or cost center) reports that include certain direct income and expense
information for certain products; however, these responsibility center
reports do not reflect complete cash flows or results of operations.
Although revenue and certain direct expenses related to merchant
processing activities can be uniquely identified, merchant processing
did not have a unique responsibility center within our organization.
Employees involved in merchant processing activities were retained by
the Company and are providing services in other capacities.
We determined the gain on the sale of the merchant processing business
by taking the amount received from NOVA and deducting certain expenses
associated with the transition of the merchant processing business to
NOVA. These expenses included amounts for the early termination of
existing servicing contracts, the disposal and write-off of the
merchant card equipment, and the transition of merchant card
relationships to NOVA.
The Company acknowledges that:
o the Company is responsible for the adequacy and accuracy of the
disclosures in its Report on Form 10-K for the fiscal year ended
December 31, 2005;
o staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the Company's Report on Form 10-K for the fiscal
year ended December 31, 2005; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
We appreciate your feedback on our Report on Form 10-K for the fiscal
year ended December 31, 2005. I can assure you that the management team and
board of directors of Tompkins Trustco, Inc. take seriously our responsibility
for complete, timely, and accurate financial reporting and we will work
diligently to completely address your comments as discussed above. If you have
further comments or any questions related to our response to your letter, please
call me at 607 273-3210.
Sincerely,
/s/ FRANCIS M. FETSKO
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Francis M. Fetsko
Executive Vice President
& Chief Financial Officer