[TEXT]
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
(X) Definitive proxy statement
( ) Definitive additional materials
( ) Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
TrustCo Bank Corp NY
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(Name of Registrant as Specified in its Charter)
TrustCo Bank Corp NY
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
(X) $125 per Exchange Act Rule O-11(c)(1)(ii)/,14a-6(i)(1), or
14a-6(i)(2).
( ) $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 O-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transactions
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11:<1>
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(4) Proposed maximum aggregate value of transaction:
- ---------------------------------------------------------------------------
( ) Check box if any part of the fee is offset as provided by
Exchange Act Rule O-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
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.:
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(3) Filing party:
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(4) Date filed:
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<1> 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 the Trust Building, 192 Erie Boulevard at the rear of its 320 State
Street Main Office, Schenectady, New York 12305, on May 16, 1994, at
12:00 Noon local time for the purposes of considering and voting upon
the following matters:
1. Election of five directors.
2. Approval of the appointment of independent auditors for 1994.
3. Adoption of Amended and Restated 1985 Stock Option Plan.
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 4, 1994
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 16, 1994
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 12:00 Noon local
time on Monday, May 16, 1994, in the Trust Building, 192 Erie
Boulevard at the rear of its 320 State Street Main Office,
Schenectady, New York 12305. This proxy statement and the form of
proxy were first mailed to shareholders on April 4, 1994. 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
New York of Schenectady, New York ("Trustco Bank"), a wholly-owned
subsidiary of TrustCo, personally or by telephone or other electronic
means, but such persons will receive no additional compensation for
such services. TrustCo has retained Regan and Associates to aid in the
solicitation of proxies for a fee of $2,500 plus $1,500 for delivery
expenses. The entire cost of this solicitation will be borne by
TrustCo and Trustco Bank.
As of March 1, 1994, there were 13,275,589 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 March 25, 1994, 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 1995 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 5, 1994. 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 five (5) directors of TrustCo, each to serve on the TrustCo Board
of Directors (the "TrustCo Board") for a three (3) year term until
his/her successor shall have been duly elected and qualified. The
incumbent directors whose terms are currently scheduled to expire at
the Annual Meeting: Barton A. Andreoli, Nancy A. McNamara, Dr. John S.
Morris, James H. Murphy, and William J. Purdy, have been nominated for
reelection as directors (collectively, the "TrustCo Director
Nominees").
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 By-laws provide that the total
number of directors may be fixed by resolution of the TrustCo Board or
the shareholders.
The By-laws 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 plurality 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, 1993, has been
furnished by such director, or has been obtained from the records of
TrustCo.
<TABLE>
INFORMATION ON TRUSTCO DIRECTORS AND NOMINEES NOMINEES FOR ELECTION AS
TRUSTCO DIRECTORS FOR THREE-YEAR TERM TO EXPIRE IN 1997
<CAPTION>
___________________________________________________________________________________________________________
Shares of TrustCo Common Stock (1)
Beneficially Owned
___________________________________________________________________________________________________________
No. of Shares Footnotes Percent of Class
___________________________________________________________________________________________________________
<S> <C> <C> <C>
BARTON A. ANDREOLI, Age 54; Director of 2,000 *
TrustCo since 1993. President, Towne Construction
Company. Member of Nominating, Personnel
Advisory and Stock Option Committees.
NANCY A. McNAMARA, Age 44; Executive officer 38,110 *
of TrustCo (Vice President) since 1992 and Trustco 12,485
(A)(D)
Bank (Senior Vice President) since 1988. Director of 33,306 (F)
TrustCo and Trustco Bank since December 1991.
Joined Trustco Bank in 1971.
DR. JOHN S. MORRIS, Age 68; President Emeritus 14,500
and Reseach Professor of Philosophy, Union College 3,504 (E) *
and Former Chancellor, Union University. 2,000 (F)
Director of TrustCo since 1981 and of Trustco Bank
since 1980. Chairman of the Stock Option, and
Personnel Advisory Committees. Trustee of
Skidmore College.
JAMES H. MURPHY, D.D.S., Age 65; Orthodontist. 4,292 *
Director of TrustCo and Trustco Bank since 1991. 2,000 (F)
Member of Audit Committee.
WILLIAM J. PURDY, Age 59; President of Welbourne 625 *
& Purdy Realty, Inc. (realtor), Director of TrustCo and 2,000 (F)
Trustco Bank since 1991. Member of the Audit Committee.
</TABLE>
<TABLE>
TRUSTCO DIRECTORS CONTINUING IN OFFICE
<CAPTION>
_______________________________________________________________________________________________________
Shares of TrustCo Common Stock (1)
Beneficially Owned
_______________________________________________________________________________________________________
No. of Shares Footnotes Percent of Class
_______________________________________________________________________________________________________
<S> <C> <C> <C>
M. NORMAN BRICKMAN, Age 68; President, D. 46,400
Brickman, Inc. (wholesale fruits and vegetables). 12,000 (E)
Member of the Executive, Stock Option, and 11,489 (A)(D)
Personnel Advisory Committees. Director of 2,942 (A)(D) *
TrustCo and Trustco Bank since 1985. 2,000 (F)
LIONEL O. BARTHOLD, Age 67; Vice-Chairman of 30,312 *
Power Technologies, Inc. (consulting engineers). Director 23,210 (D)
of TrustCo from 1981 through 1985. Again elected a 2,000 (F)
Director by the TrustCo Board on November 21, 1989.
Director of Trustco Bank since 1977.
(see accompanying "FOOTNOTES" herein)
</TABLE>
<TABLE>
TRUSTCO DIRECTORS CONTINUING IN OFFICE
<CAPTION>
_____________________________________________________________________________________________________
Shares of TrustCo Common Stock (1)
Beneficially Owned
_____________________________________________________________________________________________________
No. of Shares Footnotes Percent of Class
_____________________________________________________________________________________________________
<S> <C> <C> <C>
CHARLES W. CARL, JR., Age 69; Retired 90,174
Director of TrustCo since 1981 and of Trustco 4,000 (A)(C) *
Bank since 1950. Member of the Nominating 2,000 (F)
Committee.
ROBERT A. McCORMICK, Age 57; President and 128,998
Chief Executive Officer of TrustCo and Trustco 18,259 (A)(D)
Bank since 1984. Chairman of the Nominating 13,052 (E)
Committee. Member of the Executive Committee. 121,710 (F) 2.1%
Director of TrustCo since 1981 and of Trustco
Bank since 1980.
RICHARD J. MURRAY, JR., Age 65; President, 96,222 *
R. J. Murray Co., Inc. (air conditioning distributors). 2,000 (F)
Director of TrustCo and of Trustco Bank since 1985.
Member of the Nominating Committee.
Chairman of the Audit Committee.
KENNETH C. PETERSEN, Age 57; President and 13,284
Chief Operating Officer, Schenectady International, Inc. 3,115 (A)(C)
(chemical manufacturer), Director of TrustCo and of 186,834 (E) *
Trustco Bank since 1982. Member of the Audit Committee. 2,000 (F)
DANIEL J. ROURKE, M.D., Age 71; Physician. 15,620
Director of TrustCo since 1981 and of Trustco Bank 28,800 (E) *
since 1977. Member of the Personnel Advisory 2,000 (F)
and Stock Option Committees.
WILLIAM F. TERRY, Age 52; Executive officer of TrustCo 1,776 *
(Secretary) and Trustco Bank (Senior Vice President) 12,854 (A)(D)
since 1987. Director of TrustCo and Trustco Bank since 63,164 (F)
December 1991. Member of the Nominating Committee.
Philip J. Thompson, Age 62; Retired Vice President 10,229 *
and Director, New York Telephone Company. 2,000 (F)
Director of TrustCo and Trustco Bank since 1991.
Member of the Audit Committee.
</TABLE>
<TABLE>
INFORMATION ON TRUSTCO EXECUTIVE OFFICERS NOT LISTED ABOVE
<CAPTION>
______________________________________________________________________________________________________
Shares of TrustCo Common Stock (1)
Beneficially Owned
______________________________________________________________________________________________________
No. of Shares Footnotes Percent of Class
______________________________________________________________________________________________________
<S> <C> <C> <C>
RALPH A. PIDGEON, Age 51; Senior Vice President 777
Trustco Bank. Mr. Pidgeon has been employed by 23,671 (A)(D)
Trustco Bank for 29 years and has been in charge of its 59,784 (F) *
Branch Administration Division since September of 1989.
Previously, he was in charge of the Bank's Loan Division.
(see accompanying "FOOTNOTES" herein)
</TABLE>
<TABLE>
INFORMATION ON TRUSTCO EXECUTIVE OFFICERS NOT LISTED ABOVE
<CAPTION>
___________________________________________________________________________________________________
Shares of TrustCo Common Stock (1)
Beneficially Owned
___________________________________________________________________________________________________
No. of Shares Footnotes Percent of Class
___________________________________________________________________________________________________
<S> <C> <C> <C>
PETER A. ZAKRISKI, Age 51; Administrative Vice 3,246
President of Trustco Bank. Treasurer, and Assistant 30,886 (A)(D) *
Secretary of TrustCo. Mr. Zakriski has been in charge 32,534 (F)
of Bank Services since 1988. Previously, he was in
charge of Trustco Bank's Trust Department. He has
been employed by Trustco Bank for 26 years.
</TABLE>
TRUSTCO DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS AS A GROUP (16
INDIVIDUALS) BENEFICIALLY OWN 969,974 SHARES OF TRUSTCO COMMON STOCK
(G), WHICH REPRESENT 7.1% OF OUTSTANDING SHARES.
(see accompanying "FOOTNOTES" herein)
FOOTNOTES
(A) Beneficial owner has sole voting power.
(B) Beneficial owner has shared voting power.
(C) Beneficial owner has sole investment power.
(D) Beneficial owner has shared investment power.
(E) Individual disclaims any beneficial interest.
(F) Shares which the individual has the right to acquire within 60
days of April 1, 1994.
(G) Includes (F).
* Less than 1%
Director Fees, Committees and Attendance
The TrustCo Board held five (5) meetings during 1993. Average
attendance by Directors at meetings of the TrustCo Board and of the
Committees described below was over 99.1%. 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
services as Director a fee in the amount of $1,900 per meeting
attended of TrustCo and Trustco Bank's Boards of Directors, and $950
per meeting attended of any TrustCo or Trustco Bank committee of which
he 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 1993. The five
(5) Directors currently serving on the 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 two (2) meetings in 1993. 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 1993. The
four (4) Directors serving on the Stock Option Committee are J. Morris
(Chairman), B. Andreoli, N. Brickman, and D. Rourke. The function of
the Stock Option Committee is to administer the TrustCo 1985 Stock
Option Plan.
The Personnel Advisory Committee of Trustco Bank held one (1) meeting
in 1993. The four (4) Directors serving on the Personnel Advisory
Committee are J. Morris (Chairman), B. Andreoli, N. Brickman, and D.
Rourke. 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.
TrustCo Executive Officers
Executive Officers of TrustCo are presently President and Chief
Executive Officer Robert A. McCormick, Vice President Nancy A.
McNamara, Secretary William F. Terry, and Treasurer and Assistant
Secretary Peter A. Zakriski.
Trustco Bank Executive Officers
Executive Officers of Trustco Bank are presently President and Chief
Executive Officer Robert A. McCormick, Senior Vice Presidents Nancy A.
McNamara, Ralph A. Pidgeon, and William F. Terry. Thomas C. Crowley,
formerly a Senior Vice President of the bank, resigned January 3,
1994.
TrustCo and Trustco Bank Executive Officer Compensation
The following table sets forth for the fiscal year ended December 31,
1993, the compensation paid to or accrued on behalf of each of the
five 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 not been included because in
each instance such value was below the Securities and Exchange
Commission's required disclosure thresholds. Each of the following
Executive Officers, except for Thomas Crowley, has an employment
contract and a supplemental retirement agreement described in
subsequent pages.
<TABLE>
Summary Compensation Table
<CAPTION>
___________________________________________________________________________________________
Long Term
Compensation
Annual Compensation Awards
___________________________________________________________________________________________
Securities
Underlying
Options/ All Other
Name and Salary Bonus SARs Compensation
Principal Position Year ($)<F1> ($) (#)<F2> ($)<F3>
___________________________________________________________________________________________
<S> <C> <C> <C>
Robert A. McCormick, 1993 650,000 197,500 100,000 30,000
President & CEO 1992 550,000 184,907 75,000 1,437,241<F4>
TrustCo and Trustco Bank 1991 460,000 138,000 100,000
___________________________________________________________________________________________
Nancy A. McNamara, 1993 200,000 40,000 20,000 30,000
Senior Vice President 1992 160,000 38,400 30,000 45,308
Trustco Bank; 1991 117,000 35,100 37,500
Vice President, TrustCo
___________________________________________________________________________________________
Ralph A. Pidgeon, 1993 200,000 40,000 20,000 30,000
Senior Vice President 1992 160,000 38,400 30,000 49,070
Trustco Bank 1991 130,000 39,000 37,500
___________________________________________________________________________________________
William F. Terry, 1993 200,000 40,000 20,000 30,000
Senior Vice President 1992 160,000 38,400 30,000 27,187
Trustco Bank; 1991 120,000 36,000 37,500
Secretary, TrustCo
___________________________________________________________________________________________
Thomas C. Crowley,<F5> 1993 131,538 26,840 60,000 n/a
Senior Vice President 1992 n/a n/a n/a n/a
Trustco Bank 1991 n/a n/a n/a n/a
___________________________________________________________________________________________
<FN>
<F1>. Includes deferred compensation.
<F2>. Stock Option data have been adjusted to reflect the two for one
common stock split November 19, 1993 and five for four common stock
split November 20, 1992.
<F3>. Represents the Profit Sharing allocations, accruals and payments
made or credited to a participant for 1993 performance. As a result of
changes mandated by the FDICIA legislation pertaining to control over
bank assets, in 1992, the TrustCo Board elected to pay the executive
officers their accrued benefits under a supplemental retirement plan.
The Bank's payment for 1992 for the Supplemental Retirement Plan
were: Mr. McCormick, $1,407,241; Ms. McNamara, $21,189; Mr. Pidgeon,
$24,951; and Mr. Terry, $3,068. The Bank's contributions for 1992 for
the Profit Sharing Plan were: Mr. McCormick, $30,000; Ms. McNamara,
$24,119; Mr. Pidgeon, $24,119; and Mr. Terry, $24,119.
<F4>. For the reasons outlined in note 3 above, the Board also elected in
1992 to pay Mr. McCormick his accrued benefits under a supplemental
retirement plan designed to provide 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 has been reduced by the amount of
benefits scheduled to be paid him under Trustco Bank's qualified
plans, and by his former employer.
<F5>. Mr. Crowley commenced his employment with Trustco Bank on April 30,
1993, and resigned effective January 3, 1994. The salary indicated was
based upon an annual base salary of $200,000. Although options for
60,000 shares were granted to Mr. Crowley in 1993, only 12,000 were
vested at the time of Mr. Crowley's resignation, and the remaining
48,000 terminate three months after the date his employment
terminated.
</TABLE>
<TABLE>
Option/SAR Grants in Last Fiscal Year
<CAPTION>
__________________________________________________________________________________________________
Number of % of Total
Securities Options/ Potential Realizable Value
Underlying SARs at assumed annual rates
Options/ Granted to Exercise of stock price appreciation
SARs Employees or Base for option term<F4>
Granted in Fiscal Price Expiration
Name (#)<F1> Year<F2> ($/Sh)<F3> Date 5% 10%
__________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Robert A. McCormick 100,000 35.7% $20.19 7/12/2003 $1,270,000 $3,218,000
Thomas C. Crowley<F5> 60,000 21.4% 20.19 7/12/2003 762,000 1,930,800
Nancy A. McNamara 20,000 7.1% 20.19 7/12/2003 254,000 643,600
Ralph A. Pidgeon 20,000 7.1% 20.19 7/12/2003 254,000 643,600
William F. Terry 20,000 7.1% 20.19 7/12/2003 254,000 643,600
__________________________________________________________________________________________________
<FN>
<F1>. Options, which were granted on July 12, 1993, become exercisable in
five annual installments beginning July 12, 1993. Stock Option data
have been adjusted for the two for one split on November 19, 1993.
<F2>. The total number of options granted in 1993 was 302,000, of which
220,000 (72.8%) were issued to the Executive group, 22,000 (7.3%) were
issued to the non-Executive Director group, 60,000 (19.9%) to the non-
Executive Officer group.
<F3>. Exercise or base price is equal to the closing trade price on the
date of grant.
<F4>. 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 $32.89 and $52.37 if increased 5%
and 10% respectively, compounded annually over the option term.
<F5>. Although options for 60,000 shares were granted to Mr. Crowley in
1993, only 12,000 were vested at the time of Mr. Crowley's resignation
in January of 1994, and the remaining 48,000 terminate three months
after the date his employment terminated. Mr. Crowley exercised the
12,000 vested options on January 3, 1994. The closing trade price on
the date of Mr. Crowley's exercise was $23.38.
</TABLE>
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End
Option/SAR Value
<CAPTION>
________________________________________________________________________________________________________
Number of Value of Unexercised
Securities Underlying In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End($)<F3>
____________________________________________
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#)<F1> Realized($)<F2> Unexercisable Unexercisable
________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Robert A. McCormick 15,126 $135,453 121,710/165,000 $1,089,891/$968,300
Nancy A. McNamara 19,744 $184,869 35,312/49,000 $ 326,946/$336,610
Ralph A. Pidgeon -- -- 65,994/49,000 $ 791,385/$336,610
William F. Terry -- -- 65,996/48,000 $ 740,803/$336,610
Thomas C. Crowley<F4> -- -- 12,000/48,000 $ 30,720/$122,880
________________________________________________________________________________________________________
<FN>
<F1>. Stock Option data have been adjusted for two for one split November
19, 1993 and five for four common stock split November 20, 1992.
<F2>. 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>. Pre-tax gain. Value of unexercised in-the-money options based on
December 31, 1993, closing trade price of $22.75.
<F4>. Although options for 60,000 shares were granted to Mr. Crowley in
1993, only 12,000 were vested at the time of Mr. Crowley's resignation
in January of 1994, and the remaining 48,000 terminate three months
after the date his employment terminated. Mr. Crowley exercised the
12,000 vested options on January 3, 1994. The closing trade price on
the date of Mr. Crowley's exercise was $22.38.
</TABLE>
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")
under which additional retirement benefits are accrued for eligible
Senior and Executive 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, (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
qualified plan benefits and reduced by the amount of the benefits
actually payable to such employee under the Trustco Bank Retirement
Plan, and (3) provides benefits based on years of service to a maximum
of 40.
<TABLE>
Pension Plans Table
<CAPTION>
___________________________________________________________________
Average Eligible Annual Benefits for Years of Service
Compensation
10 Years 20 Years 30 Years 40 Years
Service Service Service Service
___________________________________________________________________
<S> <C> <C> <C> <C>
$ 75,000 $ 12,804 $ 25,640 $ 39,377 $ 54,151
$150,000 $ 27,429 $ 55,265 $ 84,002 $113,776
$225,000 $ 42,166 $ 84,890 $128,627 $173,401
$300,000 $ 57,166 $114,515 $173,252 $233,026
$375,000 $ 72,166 $144,331 $217,914 $292,914
$450,000 $ 87,166 $174,331 $262,914 $352,914
$525,000 $102,166 $204,331 $307,914 $412,914
$600,000 $117,166 $234,331 $352,914 $472,914
$675,000 $132,166 $264,331 $397,914 $532,914
$750,000 $147,166 $294,331 $442,914 $592,914
$825,000 $162,166 $324,331 $487,914 $652,914
___________________________________________________________________
</TABLE>
The foregoing table shows the approximate retirement benefits which
would have been payable in 1993 to salaried employees, under both the
Trustco Bank Retirement and 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 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 and Mr.
Crowley) named in the Cash Compensation Table would be as follows: Ms.
McNamara, 45 years; Mr. Pidgeon, 45 years; and Mr. Terry, 21 years.
Generally, an employee who has attained age 55 and 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.
Currently, the annual Internal Revenue Code limit for a straight-life
annuity benefit at normal retirement age is $115,641, 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 the present value of a participant's supplemental
benefit. The amount of this single payment is the actuarial present
value of the annual straight-life annuity payments which would have
been payable under the Trustco Bank Supplemental Retirement Plan
during the retiring employee's life, using a discount rate and
standard mortality assumptions.
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
As noted previously, TrustCo's named Executive Officers consist of Mr.
McCormick (President and Chief Executive Officer of TrustCo and
Trustco Bank), Ms. McNamara (Vice President of TrustCo and Senior Vice
President of Trustco Bank), Mr. Terry (Secretary of TrustCo and Senior
Vice President and Secretary of Trustco Bank), and Mr. Zakriski
(Treasurer of TrustCo and Administrative Vice President of Trustco
Bank). With the exception of Mr. Zakriski, all of these persons and
Mr. Pidgeon are executive officers of Trustco Bank. The Personnel
Advisory Committee of Trustco Bank determines the compensation of
these individuals. Mr. Crowley, formerly an executive officer of
Trustco Bank, resigned effective January 3, 1994. Each of the named
executive officers in the Summary Compensation Table, except for Mr.
Crowley, has an employment agreement with 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 members of which are: J. Morris (Chairman), B. Andreoli, N.
Brickman, and D. Rourke, 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, 1993:
Under the supervision and direction of the Personnel Advisory
Committee, TrustCo and Trustco Bank have developed and implemented
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 is the purpose and
intent of the Personnel Advisory Committee to design a compensation
program which is reflective of the standards of performance of Trustco
Bank, with particular emphasis on return on shareholder equity and
attainment of Profit Plan goals previously defined by the Board of
Directors of Trustco Bank.
The function of the Personnel Advisory Committee is to review the
general compensation practices regarding executive officers of Trustco
Bank, including those 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 for such
executive officers. The components of executive compensation for the
executive officers include salary, bonus, stock options, and payments
under the Trustco Bank Retirement Plan, Non-qualified Supplemental
Retirement Plan, Executive Incentive Plan and Profit Sharing Plan.
The Personnel Advisory Committee met to evaluate Profit Plan
performance levels, set by the Trustco Bank Board of Directors, and
profitability, to determine the level of any salary increase or
adjustment to take effect as of January of the following year. The
Committee also identifies positions within the 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 12, 1993. The Stock Option Committee,
whose members are the same as that of the Personnel Advisory
Committee, meets separately to 1) identify eligible participants in
Trustco Bank's Stock Option Plan and 2) award option grants for the
current plan year. When determining grant awards under the Plan, the
Stock Option Committee considers a recommendation prepared and
submitted by TrustCo's Chief Executive Officer. The Stock Option
Committee retains broad discretion to modify this recommendation or to
disregard it in its entirety. 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 Plan. The Stock Option Committee met once on July 12, 1993.
Compensation levels are established notwithstanding Trustco Bank's
inability to deduct all such compensation under provisions of the
Internal Revenue Code.
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 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, attainment of
Profit Plan goals, 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 affairs 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.
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 17 regional 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 of Trustco Bank. While Trustco is
comparatively smaller than the members of this peer group with respect
to total asset size, Trustco 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 50% and
top 35%, respectively, as 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. This peer group consists of the same companies that comprise
the published industry index used in the performance graph that
follows this report. 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 four (4) executive officers, whereas many institutions in this
peer group have a larger pool of executive officers. Further
consideration was given to various elements of this peer group
performance to include asset size, return on equity and return on
assets.
With respect to total compensation paid to Mr. McCormick during 1993,
the Committee reviewed, among other criteria noted above, the
consistent growth in performance and shareholder equity since his
appointment as President in 1982 and CEO 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 was not present during the
discussion regarding his compensation.
The TrustCo Board of Directors
Barton A. Andreoli Nancy A. McNamara William J. Purdy
Lionel O. Barthold John S. Morris Daniel J.Rourke
M. Norman Brickman James H. Murphy William F. Terry
Charles W. Carl, Jr. Richard J. Murray, Jr. Philip J. Thompson
Robert A. McCormick Kenneth C. Petersen
Share Investment Performance
The following graph shows change over the past five-year period in the
value of $100 invested in:(1) TrustCo Common Stock; (2) the Standard &
Poor's 500 index; and (3) an industry group of 17 other regional bank
holding companies, called the Dow Jones Banks--East Index. The banks
comprising the Dow Jones Banks--East Index are: Baybanks, Inc., Bank of
Boston, Bank of New York, Corestates Financial, First Fidelity
Bancorp, Fleet Financial, Keycorp, MBNA Corp, Mellon Bank Corp.,
Meridian Bancorp, Midlantic Corp., MNC Financial, PNC Financial, Shawmut
National, State Street Boston, UJB Financial, and Wilmington Trust.
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<F1>
Among TrustCo Bank Corp NY, the S & P 500 Index and D J Banks--East
Index
Fiscal year ended December 31, 1993
[FN]
<F1>Assumes $100 invested on January 1, 1988 in Trustco Common Stock,
D J Banks--East Index, and S & P 500 Index. Total return assumes
reinvestment of dividends.
1989 1990 1991 1992 1993
_____ _____ _____ _____ _____
TrustCo $122 $116 $180 $235 $330
S & P 500 132 128 166 179 197
D J Banks--East 102 57 106 152 159
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 (the "President"); Nancy A. McNamara,
Ralph A. Pidgeon, William F. Terry, each a Senior Vice President of
Trustco Bank, and Peter A. Zakriski, Administrative Vice President
Trustco Bank, Treasurer and Assistant Secretary of TrustCo
(collectively, the "Vice Presidents").
(1) President's TrustCo Employment Agreement
The President's TrustCo Employment Agreement, dated as of January 1,
1993, has an initial term expiring December 31, 1994. The Agreement is
automatically renewed on January 1, 1995, and each year thereafter,
for a succeeding three year term until the President receives a non-
renewal notice or he reaches retirement age of 65.
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, pension or profit sharing plans maintained by TrustCo
and/or Trustco Bank.
In the event there is a termination of the President for any reason,
other than good cause, death, retirement or disability, 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.
(2) Vice Presidents' TrustCo Employment Agreement
The TrustCo Employment Agreements for the Vice Presidents 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 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, pension or profit
sharing plans.
In the event there is a termination of a Vice President for any
reason, other than for good cause, death, retirement or disability,
then he or she shall receive, within ten days of his or her
termination, an amount equal to the Vice President's annual base
salary then in effect.
(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.
All TrustCo Employment Agreements define termination to include: (a)
any reduction in the annual compensation, retirement, pension or
profit-sharing benefits (unless such reduction 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 or Vice
President's base location; or (c) a non-renewal notice of the TrustCo
Employment Agreement; or (d) the unilateral election of the President
or Vice President to terminate his Agreement.
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. Approval of Independent Auditors
KPMG Peat Marwick, certified public accountants, were the auditors for
TrustCo for the year ended December 31, 1993, and the TrustCo Board
has again selected and appointed them as auditors for the year ending
December 31, 1994. A resolution will be presented at the Annual
Meeting to ratify their appointment as independent auditors. The
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 are expected to be present at the Annual Meeting to make
a statement if they so desire and will also be available to respond to
appropriate questions that may be raised.
During the year ended December 31, 1993, KPMG Peat Marwick 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.
Vote Required
The affirmative vote of the holders of at least a majority of the
Common Stock is required to ratify the appointment of independent
auditors for the fiscal year ending December 31, 1994.
THE TRUSTCO BOARD RECOMMENDS THAT TRUSTCO SHAREHOLDERS VOTE FOR THIS
PROPOSAL, WHICH IS ITEM 2 ON THE TRUSTCO PROXY CARD.
Item 3. Adoption of the Amended 1985 Stock Option Plan
The third item to be acted upon at the TrustCo Annual Meeting is a
proposal to adopt the TrustCo Bank Corp NY Amended 1985 Stock Option
Plan (as amended the "Stock Option Plan") which amends the 1985 Stock
Option Plan to increase the aggregate number of shares of TrustCo
Common Stock available to be issued pursuant to the Plan from
1,264,230 to 1,764,230. Options have been granted with respect to
1,156,248 of the shares previously authorized by the shareholders. The
TrustCo Board, at its meeting, approved a resolution adopting the
Stock Option Plan, conditioned upon shareholder approval subsequent to
TrustCo Board approval.
The purpose of the Stock Option Plan is to assist TrustCo in obtaining
and maintaining its executive force at the most efficient level.
The following is a brief description of the material features of the
Stock Option Plan:
Administration.
The Stock Option Plan is administered by a Committee, which is
appointed from time to time by the TrustCo Board and composed of three
or more directors of the TrustCo Board who were not eligible to
receive options under the Plan within the year immediately preceding
their appointment to the Committee. The Committee selects the
employees to receive stock options and stock appreciation rights,
grants the options and rights, determines when the options and rights
will be granted, the number of shares to be granted to any individual,
the option price and all of the other terms and conditions of each
stock option and stock appreciation right granted. The terms and
conditions of stock options and stock appreciation rights granted
under the Stock Option Plan are reflected in individual option
agreements and may not be changed after execution except to the extent
that the agreement may by its terms be so amended. The Committee is
also authorized to determine the duration and purpose of any leave of
absence which may be granted to an employee without causing a
termination of employment, and if TrustCo Common Stock previously
acquired by an optionee may be used in payment of an option price. No
Committee member may participate in a decision to award any stock
option or stock appreciation right under the Stock Option Plan to
himself. The Committee has full authority to interpret and regulate
the Stock Option Plan and options and stock appreciation rights
granted thereunder and to establish, amend and rescind rules and
regulations relating to the operation of the plan. All determinations
by the Committee are conclusive. The TrustCo Board reserves the right
to prospectively terminate any and all powers delegated to the
Committee, by written resolution, in which event all powers of the
Committee revert to the TrustCo Board.
Participants.
Options and stock appreciation rights may be granted to any person
who, at the time of the grant, is a full time salaried executive or
other key managerial employee of TrustCo or a participating
subsidiary. The individuals and number of persons who may be selected
to participate in the Plan in the future is at the discretion of the
Committee and therefore, are not determinable at this time.
Stock Subject to the Stock Option Plan.
One Million, Seven Hundred Sixty-Four Thousand, Two Hundred Thirty
(1,764,230) shares of TrustCo Common Stock may be issued (subject to
adjustment for future stock dividends, stock splits and other changes
in capitalization as described in the Stock Option Plan). The market
value of the additional 500,000 shares issuable under the Stock Option
Plan pursuant to the 1994 amendments was $10,875,000 as of March 1,
1994. There is no maximum or minimum number of shares for which an
option may be granted, although the aggregate fair market value of
stock, determined as of the time of the grant, with respect to which
incentive stock options are exercisable for the first time by an
optionee during any calendar year for incentive stock options granted
after December 31, 1986 under the Stock Option Plan or any other plan
maintained by TrustCo which grants incentive stock options shall not
exceed $100,000.
Option Price.
The price at which shares may be purchased pursuant to each stock
option is not less than the fair market value thereof on the date on
which the option is granted; provided, however, that in the case of
any incentive stock option granted to a Shareholder-Employee, the
option price is not less than 110 percent of the fair market value of
the stock on the date on which the option is granted.
Option Period.
Options may be exercised at such times and for such number of shares
as the Committee may determine. The period during which an incentive
stock option may be exercised may not exceed 10 years from the date of
grant of such option or 5 years from the date of grant if to a
Shareholder-Employee. Incentive stock options granted prior to January
1, 1987 must be exercised in the order granted. Non-qualified stock
options and incentive stock options granted after December 31, 1986
need not be exercised in the order granted. Any stock options or stock
appreciation rights granted under the Stock Option Plan will
accelerate and become exercisable immediately if (i) a contract
providing for a merger or consolidation of TrustCo with or into
another entity (unless TrustCo is the surviving entity and the merger
does not affect the TrustCo shareholders' stock interest) or for a
sale of substantially all the assets of TrustCo is executed, (ii) a
single entity or individual acquires 20 percent or more of the
outstanding TrustCo Common Stock, or (iii) within any consecutive 12-
month period, there is a change in a majority of the TrustCo Board
members unless the nomination for each new director was approved by at
least two-thirds of the TrustCo Board in office at the beginning of
the 12-month period. Upon the occurrence of the events described in
(i) or upon the dissolution or termination of TrustCo, each
outstanding stock option and stock appreciation right will terminate
as of a date determined by the TrustCo Board and optionees shall be
given not less than 30 days notice of such termination date during
which time the option may be exercised.
Termination of Employment.
Upon termination of an optionee's employment for any reason other than
death, disability or retirement any stock option granted to such
optionee will terminate upon the earlier of the date an option
otherwise terminates or three months after the date his employment
terminates. In the case of death or disability, the three-month period
is extended to 12 months. As to any stock option granted after
November 19, 1985, if the optionee's employment terminates by his
death, disability or retirement, the exercise of each option shall
accelerate and become exercisable in full upon such termination and
shall remain exercisable throughout the period permitted for exercise.
Transferability
Stock options and any related stock appreciation rights are not
transferable except by will or laws of descent and distribution.
During the lifetime of an optionee, the option may be exercised only
by him and after his death only by his heirs, legatees or personal
representatives who succeed to his interest under the option
agreement.
Rights as a Shareholder.
No optionee shall have any rights of a shareholder in respect of any
shares subject to option until certificates for such shares have been
issued to such optionee.
Method of Exercise.
Stock options and stock appreciation rights are exercisable in the
manner set forth in the option agreements. The option price for a
stock option may be paid in cash, certain cash equivalents or, if the
Committee so determines, in whole or in part by an exchange of TrustCo
Common Stock previously acquired by the optionee based upon the fair
market value of such stock as of the date of exchange. If the optionee
acquired the stock to be exchanged by an exercise of an incentive
stock option, said optionee must have held such stock for more than 2
years after the date the previous option was granted and for more than
1 year after the date the previous option was exercised.
Changes in Capitalization.
If there is any change in the shares of TrustCo by reason of stock
dividends, stock splits or other changes in capitalization, the number
of shares subject to any outstanding option or stock appreciation
right, and the price thereof, shall be adjusted by the Committee.
Amendment and Termination.
The Stock Option Plan may be amended, suspended, terminated or
reinstated, in whole or in part, at any time by the TrustCo Board. No
modification may be made without the approval of the TrustCo
shareholders which would increase the maximum number of shares subject
to the grant of options under the Stock Option Plan, except for
adjustments due to changes in capitalization as noted above, extend
the maximum period during which a stock option may be exercised,
extend the maximum period during which incentive stock options may be
granted under the Stock Option Plan or change the class of eligible
employees.
Federal Income Tax Consequences of the Plan.
Upon exercise of a non-qualified stock option, an optionee will
realize income in the year of exercise equal to the difference between
the exercise price and the value of the shares acquired and TrustCo
may deduct an amount equal to the income recognized by the optionee.
TrustCo will not receive a tax deduction at the time of a grant or
exercise of an incentive stock option and no income is recognized by
an optionee when an incentive stock option is granted or exercised
pursuant to the Stock Option Plan. When an incentive stock option is
exercised, the difference between fair market value at the date of
exercise and the exercise price will be an item of adjustment for
purposes of calculating the optionee's alternative minimum tax for the
year of exercise.
If the incentive stock option shares are disposed of after the later
of two years from the date of option grant or one year after the
transfer of the shares to the optionee (the "holding period") any gain
or loss upon disposition of the shares will be treated for federal
income tax purposes as long-term capital gain or loss, as the case may
be. A disposition includes a sale, exchange, gift or other transfer of
legal title. In general, an optionee's basis in the shares received
upon exercise of an incentive option will be the exercise price paid
by him for the shares. If the option shares are disposed before the
expiration of the holding period, all or part of the gain, if any,
will be characterized as ordinary income depending upon the relative
amount of the sale price of the shares as compared with the exercise
price of the shares, provided, that the amount of ordinary income
realized by an employee in a sale or exchange with respect to which a
loss would be recognized is limited to the excess of the amount
realized on the sale or exchange over the stock's adjusted basis.
Ordinary income received on account of a disposition of shares within
the holding period will be taxable as additional compensation and
TrustCo may treat such income as a deductible expense for federal
income tax purposes.
Vote Required.
The affirmative vote of a majority of all of TrustCo's issued and
outstanding shares of Common Stock is required to approve the Amended
1985 Stock Option Plan. Dissenting votes give rise to no rights on the
part of dissenters.
The TrustCo Board believes the Amended 1985 Stock Option Plan will be
in the best interests of the TrustCo Shareholders.
THE TRUSTCO BOARD RECOMMENDS A 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, 1993: Franklin
Resources, Inc., San Mateo, California, an investment company, which
owned 853,550 shares of the Company's stock at 12/31/93 (6.5%).
Neither TrustCo nor its subsidiaries hold shares of Common Stock as
record holder. However, the Trust Division of Trustco Bank holds
2,058,923 shares of TrustCo Common Stock as executor, trustee and
agent (15.5% 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, Officers and
Associates
Some of the directors and 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, 1994 the total amount of such loans represents
6.31% 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
Continental Insurance Company effective for the one (1) year period
from September 10, 1993 to September 10, 1994. The cost of this
insurance was $99,000, 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 1993.
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,
1993, 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 AND RETURN THE
RESPONSE CARD PROVIDED. 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.
