Registration No. 33-46044
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-3
Registration Statement under
The Securities Act of 1933
_________________________
TrustCo Bank Corp NY
(Exact Name of registrant specified in its charter)
New York 6711 14-1630287
(State of Incorporation)(Primary Standard (IRS Employer
Industrial Identification
Classification Number)
Code Number)
320 State Street, Schenectady, New York 12305 (518) 377-3311
(Address, including ZIP code, and telephone number, including
area code, of registrant's principal executive
offices)
_________________________
William F. Terry With Copies To:
Secretary Angela F. Braly, Esq.
TrustCo Bank Corp NY Lewis, Rice & Fingersh, L.C.
320 State Street 500 N. Broadway,
Schenectady, New York 12305 Suite 2000
St. Louis, Missouri 63102
(518) 377-3311 (314) 444-7600
(Name and address including zip
code, and telephone number,
including area code, of agent for service)
____________________________________
Approximate date of commencement of the proposed sale of the
securities to the public: As soon as practicable after this
Registration Statement becomes effective.
If the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box [ X ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box [ ]
CALCULATION OF REGISTRATION FEE
=================================================================
- - -----------------------------------------------------------------
Title of each Proposed Proposed
class of Amount Maximum Maximum Amount
Securities to be Offering Aggregate of Regis-
to be Registered Price Per Offering tration
Registered (1)(2) Per Unit(3) Price Fee
- - ---------- ------------- ---------- ----------- ---------
Common
Stock, 300,000 $21.88 $6,564,000 $2,263.45
Par Value
$1.00
================================================================
(1) The securities registered hereunder include securities
issued pursuant to the terms of the TrustCo Bank Corp NY Dividend
Reinvestment Plan that provides for adjustments in the amount of
securities being issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
(2) Pursuant to Rule 429, the Prospectus contained in this
Registration Statement also relates to the securities registered
pursuant to the Form S-3 Registration Statement (Registration No.
33-46044) previously filed by Registrant.
(3) Pursuant to Rule 457(c), represents the average of the
high and low reported prices for the Registrant's common stock
as quoted on the NASDAQ National Market System on
September 21, 1995, such date being a date within five (5)
business days prior to the date of filing of this Registration
Statement.
TRUSTCO BANK CORP NY
CROSS REFERENCE SHEET TO PROSPECTUS
Form S-3 Item Heading Prospectus Location
_____________________ ___________________
1. Forepart of Registration Forepart of Registration
Statement and Outside Front Statement and Outside Front
Cover Page of Prospectus Cover Page of Prospectus
2. Inside Front and Outside Back Inside Front Page of
Cover Pages of Prospectus Prospectus
3. Summary Information, Risk Not Applicable
Factors, Ratio of Earnings
to Fixed Charges
4. Use of Proceeds The Plan; Use of Proceeds
5. Determination of Offering Not Applicable
Price
6. Dilution. Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution The Plan
9. Description of Securities to Be Not Applicable
Registered
10. Interests of Named Counsel Legal Matters
and Experts
11. Material Changes. Not Applicable
12. Incorporation of Certain Incorporation of Certain
Information by Reference. Information by Reference
13. Disclosure of Commission Commission Position on
Position on Indemnification Indemnification
for Security Act Liabilities
PROSPECTUS
TRUSTCO BANK CORP NY
COMMON STOCK
($1.00 Par Value)
Dividend Reinvestment Plan
_______________________________________________________________
The Dividend Reinvestment Plan (the "Plan") of TrustCo Bank
Corp NY (the "Company") provides holders of record of the
Company's common stock (the "Common Stock"), $1.00 par value,
with a convenient and simple method of investing cash dividends
and optional cash payments in Common Stock of the Company
without the payment of any brokerage commission, service charge,
or other expense. Any holder of record of shares of Common
Stock is eligible to participate in the Plan.
Participants in the Plan may automatically reinvest cash
dividends on all of their shares of Common Stock in additional
shares and invest optional cash payments in additional shares
of Common Stock.
This Prospectus relates to 300,000 shares of the Common
Stock of the Company registered for sale under the Plan. If
there is any change in the shares of the Company by reason of
stock dividends, stock splits or consolidation of shares,
recapitalizations, mergers, consolidations, reorganizations,
combinations or exchange of shares, the number and class of
shares available for purchase pursuant to the Plan shall be
appropriately adjusted, provided however, if the Company shall
issue additional capital stock of any class for a consideration,
there shall be no such adjustment. This Prospectus supersedes
the Prospectus relating to the Plan dated March 18, 1992.
It is suggested that this Prospectus be retained for future
reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_______________________________________________________________
The date of this Prospectus is September 26, 1995.
THE COMPANY
TrustCo Bank Corp NY (the "Company") is the issuer of the
common stock (the "Common Stock") referred to herein. The
Company's principal executive office is located at 320 State
Street, Schenectady, New York 12305, and its telephone number is
(518) 377-3311.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy and
information statements and other information with the Securities
and Exchange Commission (the "Commission"), which may be
inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and at the following regional
offices of the Commission: New York Office (75 Park Place, 14th
Floor, New York, New York 10007), and Chicago Office (Kluczynski
Federal Building, Room 3109, 230 South Dearborn Street, Chicago,
Illinois 60614). Copies of such materials also can be obtained
from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed
rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
2. All other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Exchange Act since December 31,
1994; and
3. The description of the Company's Common Stock which is
contained in the Company's Registration Statement on Form S-4
under the Securities Act of 1933, Registration No. 33- 40379,
effective date May 8, 1991, and an update of that description
contained in the Company's Current Report on Form 8-K filed on
July 9, 1991; and including any amendment or report filed for
purposes of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the
shares of Common Stock offered hereby shall also be deemed to be
incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Copies of all
documents incorporated by reference, other than exhibits to such
documents, will be provided without charge to each person who
receives a copy of this Prospectus upon written or oral request
to TrustCo Bank Corp NY, 320 State Street, Schenectady, New York
12305, Attention: Corporate Secretary, Telephone Number (518)
377-3311.
No person has been authorized to give any information or to
make any representation not contained in this Prospectus, and if
given or made, such information or representation must not be
relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the
securities offered hereby; nor does it constitute an offer to
sell or solicitation of an offer to buy any securities in any
jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. The delivery of
this Prospectus at any time does not imply that information
herein is correct as of any time subsequent to its date.
THE PLAN
The following question and answer statements constitute the
Dividend Reinvestment Plan (the "Plan") of TrustCo Bank Corp NY
(the "Company").
1. What is the purpose of the Plan?
The Plan offers shareholders of record a convenient and
economical way to increase their ownership of shares of Common
Stock of the Company. Once a participant is enrolled in the
Plan, cash dividends and optional cash payments, if any, made by
the participant will be used to purchase additional shares of
Common Stock without payment of any brokerage commissions,
service charges or other fees payable with respect to such
purchases. Shares of Common Stock may be purchased directly
from the Company or on the open market. To the extent that
shares of Common Stock are purchased from the Company under the
Plan, the Company will receive additional funds to be applied
for general corporate purposes.
2. Who is eligible to participate?
Each person who is a record owner of shares of Common Stock
is eligible to participate in the Plan.
3. May a Participant whose shares of Common Stock are
registered in the name of a broker or nominee participate in the
Plan?
No. Shareholders whose shares of Common Stock are registered
in the name of a broker or nominee must first have those shares
of Common Stock transferred to their own name in order to
participate in the Plan.
4. How does an eligible shareholder participate in the Plan?
An eligible shareholder may join the Plan at any time by
completing an Authorization Form and returning it to the
Administrator (hereafter defined). Authorization Forms will be
furnished initially to all shareholders and at any time
thereafter upon written or oral request directed to the
Administrator. The eligible shareholder should sign the
Authorization Form.
Dividends paid on shares of Common Stock held by the
Administrator pursuant to the Plan will be automatically
reinvested in additional shares of Common Stock.
5. When may a shareholder enter the Plan?
A shareholder of record may join the Plan at any time. If the
completed Authorization Form is received by the Administrator
two (2) weeks prior to the next record date for the payment of
dividends, then the dividends payable on the shareholder's
shares of Common Stock, and any optional cash payments submitted
by the shareholder with his Authorization Form, will be used to
purchase additional shares of Common Stock. If the completed
Authorization Form is not received by the Administrator two (2)
weeks prior to the next record date for the payment of
dividends, the automatic reinvestment of the shareholder's
dividends and investment of any optional cash payments submitted
by the shareholder will not start until the next purchase is
made, as determined by the Administrator (see Question 11). The
record dates for payment of dividends on the shares of Common
Stock are usually early in December, March, June and September
and the corresponding dividends are paid early in January,
April, July and October.
6. Who administers the Plan and what does such
administration entail?
The Plan is presently administered by Trustco Bank, National
Association (the "Administrator"). The Administrator will
perform many of the ministerial tasks required in connection
with the Plan, such as (i) holding shares of Common Stock in its
name or the name of its nominee for the Plan; (ii) corresponding
with Plan participants; (iii) distributing Plan brochures,
Authorization Forms and other documents; (iv) maintaining
accounts for participants; (v) providing statements of account
to participants on a regular basis; (vi) effecting stock and
cash withdrawals by participants and terminations by
participants; (vii) processing proxy materials for shares of
Common Stock held under the Plan; (viii) determining whether
shares of Common Stock to be acquired under the Plan will be
purchased on the open market or directly from the Company; (ix)
collecting and holding voluntary cash payments by participants;
and (x) if purchases are to be made on the open market,
forwarding amounts for such purchases to the Agent for
investment.
The Administrator has designated Glen Falls National Bank and
Trust Company to act as agent (the "Agent") for participants in
purchasing and selling shares of Common Stock on their behalf in
the open market. If the Administrator elects to dedicate
dividends and/or voluntary cash payments to the purchase of
shares of Common Stock on the open market, the Administrator
shall forward such amounts to the Agent and, as soon as possible
following receipt thereof and in no event more than ten (10)
business days thereafter, the Agent shall purchase, in the open
market, at such price or prices as the Agent in its sole
discretion may deem appropriate (in light of the paramount
interest of Plan participants in obtaining shares of Common
Stock at the lowest prices reasonably attainable), as many whole
shares of Common Stock as may be purchased with such amount.
7. What does it cost to participate?
Nothing. No brokerage commissions, service charges or other
fees are charged. (See Question 20.)
8. Who pays the cost of the Plan?
The Company pays the annual cost of administration and any
brokerage fees. (See Question 20).
9. What is the price of shares of Common Stock purchased
from the Company?
The purchase of shares of Common Stock from the Company, out
of treasury shares or authorized but unissued shares, will be at
a price equal to the average of the high and low prices for
shares of Common Stock on the applicable purchase date (see
Question 11), as reported on the National Association of
Securities Dealers Automatic Quotation ("NASDAQ") National
Market System or such other system as may supersede it. If the
applicable purchase date is not a trading day for NASDAQ market
makers, the prices on the next preceding trading day will be
used to determine the purchase price.
10. What is the price of shares of Common Stock purchased on
the open market?
Shares of Common Stock acquired by the Agent on the open
market will be purchased at such price or prices as the Agent,
in its sole discretion, may deem appropriate (in light of the
paramount interest of Plan participants in obtaining shares of
Common Stock at the lowest prices reasonably attainable).
11. When are such purchases made?
Purchases will be made each week, except in weeks where the
aggregate amount of funds available for purchases does not
exceed $1,000, whereupon the Administrator may elect to hold
such funds for purchases during the next week
in which the $1,000 threshold is reached. Purchases
with reinvested dividends shall be made on, or as soon as
possible after, each dividend payment date, which have typically
been in early January, April, July and October. All purchases
on the open market shall be made as soon as possible after
dividends and/or cash payments have been forwarded to the Agent,
and in no event more than ten (10) days from the receipt thereof.
12. How many shares of Common Stock are purchased for each
participant?
The number of shares of Common Stock purchased for a
participant will depend on the amount of such participant's cash
dividend on his previously-owned shares of Common Stock in those
months in which a dividend has been declared, the amount of his
optional cash payments, if any, and the purchase price of the
shares of Common Stock. A participant's account will be
credited with that number of shares of Common Stock, including
fractions computed to three decimal places, equal to the total
amount invested by such participant plus the amount of dividends
paid on shares of Common Stock allocated to such participant's
Plan account, divided by the applicable purchase price per share
of Common Stock.
13. May cash be added to purchase additional shares of Common
Stock?
Yes. A participant who elects to reinvest dividends in the
Plan may also elect to make optional cash payments to the Plan
to purchase additional shares of Common Stock. A participant
may not, however, elect to make optional cash payments to the
Plan unless such participant also elects to reinvest cash
dividends in the Plan.
14. When may optional cash payments be made?
Optional cash payments may be made at any time, and will be
held by the Administrator until the next purchase is made. NO
INTEREST WILL BE PAID ON ANY CASH PAYMENTS. Any cash payments
received by the Administrator will not be returned.
15. What is the maximum aggregate amount that can be invested
through optional cash payments?
There is no limitation on the amount that can be invested
through optional cash payments other than the limitation on the
number of shares issuable pursuant to the Plan. Option cash
payments must, however, be in the minimum amount of $25.00.
16. How may a participant make optional cash payments?
Each optional cash payment must be in the form of a check or
money order payable in U.S. Funds to TrustCo Bank National
Association and be accompanied by an Authorization Form or the
cash payment form attached to any periodic account statement.
DO NOT SEND CURRENCY OR COIN.
17. Will stock certificates be issued for shares of Common
Stock held under the Plan?
Normally, certificates for shares of Common Stock purchased under
the Plan will not be issued to participants in their names, but
will be registered in the name of the Administrator or its
nominee. Upon a participant's written request to the
Administrator, however, certificates for any number of whole
shares of Common Stock credited to such participant's Plan
account will be registered in the participant's name
("participant name registration") and a certificate for such
shares of Common Stock will be issued to such participant. A
participant name registration may not be requested more often
than twice in any twelve (12) month period and such participant
name registration will not be permitted for fractional shares of
Common Stock held in a participant's account. Any such
fractional share, as well as any whole shares of Common Stock as
to which participant name registration is not requested, will
continue to be credited to the participant's Plan account and
all dividends on such fractional and whole shares of Common
Stock will continue to be reinvested in the Plan. Dividends on
all shares of Common Stock as to which participant name
registration is requested will continue to be reinvested in the
Plan unless the participant requests to withdraw from
participation in the Plan (see Question 20).
Shares of Common Stock credited to the participant's account
under the Plan and registered in the name of the Plan
Administrator or its nominee may not be pledged or assigned by a
participant. If a participant should wish to pledge or assign
such shares of Common Stock, he must request participant name
registration for the shares.
18. What kind of reports will be sent to participants in the
Plan?
As soon as practicable after the completion of each calendar
quarter, the Administrator will mail to each participant a
statement indicating the amount invested and the price per share
of Common Stock, the number of shares of Common Stock purchased
and the total number of shares of Common Stock held in such
participant's account.
19. What are the Federal income tax consequences of
participation in the Plan?
A participant in the Plan on whose behalf shares of Common
Stock have been purchased with reinvested dividends will realize
a taxable dividend (i) in an amount equal to the cash dividend
if the stock is purchased on the open market and (ii) in an
amount equal to the fair market value of the shares of Common
Stock credited to his account on the date the cash dividend is
paid if the Common Stock is purchased from the Company. No
taxable income should be realized on account of shares of Common
Stock purchased under the Plan with optional cash payments.
The tax basis of shares of Common Stock purchased with
reinvested dividends will be the cost paid by such Participant
for such shares of Common Stock. The tax basis of shares of
Common Stock purchased with optional cash payments will be the
cost paid by such participant for such shares of Common Stock.
The holding period for shares of Common Stock credited to a
participant's account pursuant to the dividend reinvestment
aspect of the Plan will begin on the day following the date the
shares of Common Stock are purchased. The holding period for
shares of Common Stock credited to a participant's account
pursuant to the optional cash payment aspect of the Plan will
begin on the day following the date of purchase.
If shares of Common Stock are purchased on the open market
(whether purchased with reinvested dividends or optional cash
payments), the Internal Revenue Service has ruled that a
participant will be treated as having received a taxable
dividend, in addition to the above, equal to the participant's
share of the brokerage commissions, service charges and other
fees, if any, paid by the Company in connection with the
purchases of such shares of Common Stock. The tax basis of
shares of Common Stock purchased in open market transactions
will include the participant's share of any such brokerage
commissions, service charges or fees payable by the Company with
respect to such purchases. The Administrator will inform
participants of the amount of such commissions, service charges
or other fees, if any, allocable to purchases for their account.
A participant will not recognize any taxable income when
certificates are issued to the participant for shares of Common
Stock credited to the participant's account, either upon the
participant's request for certificates or upon withdrawal from
or termination of the Plan.
A participant will recognize gain or loss when whole shares of
Common Stock, fractional shares of Common Stock or stock rights
held in his account are sold or exchanged by the Agent on behalf
of the participant (see Question 20) or when the participant
sells his or her shares of Common Stock after withdrawal from or
termination of the Plan. The character of such gain or loss
will depend on the circumstances of each participant. The
amount of such gain or loss will be the difference between the
amount that the participant receives for the shares of Common
Stock or stock rights and the participant's tax basis in such
shares of Common Stock or rights.
The income tax consequences for participants who do not reside
in the United States will vary from jurisdiction to
jurisdiction. In the case of a foreign stockholder whose
dividends are subject to United States income tax withholding,
the amount of the tax required to be withheld will be deducted
from the amount of dividends to determine the amount of
dividends to reinvest.
All participants are urged to consult their own tax advisors
to determine the particular tax consequences which may result
from their participation in the Plan and the subsequent disposal
by them of shares of Common Stock purchased pursuant to the
Plan.
20. How does a participant withdraw from the Plan?
A participant may discontinue his participation in the Plan by
sending a written notice of withdrawal to the Administrator
signed by the participant exactly as such participant's name or
names appear on the most recent statement of account. The
Administrator also reserves the right to discontinue, in the
Administrator's sole discretion, a participant's participation
in the Plan by sending written notice to that effect to such
participant. Upon such withdrawal by a participant,
discontinuance of a participant's participation by the
Administrator, or upon termination of the Plan by the Company,
certificates for whole shares of Common Stock credited under the
Plan will be issued to the participant and a cash payment will
be sent to the participant for any remaining fractional share.
The cash payment will be based on a price equal to the average
of the high and low prices for shares of Common Stock as
reported on the NASDAQ National Market System on the day the
withdrawal notice is received by the Administrator, or the day
notice of discontinuance is sent by the Administrator, whichever
the case may be. If such date is not a trading date for NASDAQ
market makers, the prices on the next preceding trading day will
be used to determine the purchase price.
Upon withdrawal from the Plan, a participant may, if he or she
desires, request in the written notice of withdrawal referred to
above that all or part of the whole shares of Common Stock
credited to such participant's account under the Plan be sold.
Such sale will be made by the Agent on the open market within
ten (10) trading days after the Administrator's receipt of the
request. The participant will receive the proceeds less
brokerage fees, commissions and transfer taxes, if any.
21. When may a participant withdraw from the Plan?
A participant may withdraw from the Plan at any time.
If a participant's written notice of withdrawal is received by
the Administrator prior to the record date for the next
dividend, the amount of the cash dividend and/or any optional
cash payments received which would otherwise have been invested
on that dividend payment date or weekly purchase date during the
following week will be returned to such participant. All
subsequent cash dividends will be paid directly to the
participant unless he re-enrolls in the Plan.
If a participant's notice of withdrawal is received by the
Administrator on or after the record date for the next dividend,
the cash dividend paid on such dividend payment date and/or any
optional cash payment received will be used to purchase shares
of Common Stock under the Plan. After the dividend payment date
or other purchase date, the participant's withdrawal will become
effective and the participant will receive a certificate for the
whole shares of Common Stock in his account (or cash, if the
participant elects to have the Agent sell his shares) and will
receive cash for any fractional shares (see Question 20). All
subsequent cash dividends will be paid directly to the
participant unless he re-enrolls in the Plan.
The death of a participant will not automatically terminate
the participant's participation in the Plan until the
Administrator has received written notice of such participant's
death and the required notice of withdrawal from an authorized
legal representative.
22. What happens when a participant sells or transfers all of
the shares of Common Stock registered in such participant's name?
If a participant should sell or transfer all shares of Common
Stock registered in such participant's name, the Administrator
will continue to reinvest the dividends on the shares of Common
Stock credited to such participant's account under the Plan and
registered in the name of the Administrator or its nominee until
final account disposition instructions are received from such
participant.
Because the Plan is intended to be available only to
shareholders of record, the Administrator will attempt to
contact by mail any participant who is no longer a shareholder
of record to determine final disposition of shares of Common
Stock credited to such participant's account under the Plan.
However, if at such time there is less than one full share of
Common Stock credited to the participant's account, in lieu of
attempting to contact the participant, the Administrator will
automatically close such account and pay to the participant, at
the latest known address, a cash settlement (determined as
described above in Question 20) in lieu of the fractional share
of Common Stock.
23. If a participant personally acquires additional shares of
Common Stock after enrolling in the Plan, will cash dividends on
such shares automatically be reinvested in the Plan?
Yes, if the certificates for such shares are issued in the
same name as the name on the participant's Plan account.
24. How will a participant's shares of Common Stock be voted
at meetings of shareholders?
For each meeting of shareholders, each participant will
receive a proxy which enables him to vote the shares of Common
Stock registered in his name and in the name of the
Administrator or its nominee and credited to such participant's
account under the Plan. As in the case of shareholders
generally, if a proxy card is returned properly signed and
marked for voting, the shares of Common Stock covered will be
voted as marked. If a proxy card is returned properly signed,
but without indicating instructions as to the manner in which
shares of Common Stock are to be voted with respect to any item
thereon, the shares of Common Stock covered will be voted as
stated on the proxy card. If the proxy card is not returned, or
if it is returned unsigned or improperly signed, the shares of
Common Stock covered will not be voted unless the participant
votes in person at the meeting.
25. What are the responsibilities of the Company, the
Administrator and the Agent under the Plan?
The Administrator and the Agent have no responsibility with
respect to the preparation and content of this Prospectus. The
Company, the Administrator and the Agent, in administering the
Plan, will not be liable for any act done in good faith or for
any good faith omission to act, including, without limitation,
(i) for any claim resulting from the failure to terminate a
participant's Plan participation upon such participant's death
prior to receipt of legally sufficient instruction with respect
thereto; (ii) for the price or prices at which shares of Common
Stock are purchased or sold for a participant's account pursuant
to the provisions of the Plan; and (iii) for the time or times
at which such purchases of shares of Common Stock are made.
PARTICIPANTS SHOULD RECOGNIZE THAT THE COMPANY, THE
ADMINISTRATOR AND THE AGENT CANNOT ASSURE PARTICIPANTS OF
PROFITS, OR PROTECT PARTICIPANTS AGAINST LOSSES, ON SHARES OF
COMMON STOCK PURCHASED AND/OR HELD UNDER THE PLAN.
26. What happens if the Company declares a stock dividend or
a stock split?
If there is any change in the shares of the Company by reason
of stock dividends, stock splits or consolidation of shares,
recapitalizations, mergers, consolidations, reorganizations,
combinations or exchange of shares, any shares of Common Stock
which are issued by the Company on shares of Common Stock
credited to the Plan account of a participant and registered in
the name of the Administrator or its nominee will be added to
the participant's account. Any shares of Common Stock which are
issued by the Company on shares of Common Stock registered in
the name of the participant will be mailed directly to such
participant in the same manner as to shareholders who are not
participating in the Plan.
27. May the Plan be changed or discontinued?
The Company reserves the right to suspend, modify or terminate
the Plan at any time and to interpret and regulate the Plan as
it deems necessary or desirable in connection with the operation
of the Plan. The Administrator reserves the right to resign at
any time upon reasonable notice to the Company in writing and
the Company may relieve the Administrator of its duties at any
time upon like notice.
All participants will receive notice of any suspension,
modification or termination of the Plan. Termination of the
Plan will have the same effect and will be accomplished as to
each participant as if such participant had completely withdrawn
from participation in the Plan (see Question 20).
28. Where should correspondence regarding the Plan be
directed?
All correspondence concerning the Plan should be addressed to:
Trustco Bank, National Association
Dividend Reinvestment Plan
P.O. Box 1082
Schenectady, New York 12301-1082
____________________________________
USE OF PROCEEDS
No determination has been made as to the specific uses by the
Company of any proceeds resulting from its sale of shares of
Common Stock directly to the Plan, in part because the Company
has no precise method for estimating the number of shares that
will be purchased under the Plan, the number of such shares
which will be purchased from the Company (as opposed to on the
open market), the timing or prices of such purchases. The
Company currently intends to add any such proceeds to its
general funds to be used for the Company's general corporate
purposes.
COMMISSION POSITION ON INDEMNIFICATION
Sections 721-725 of the New York Business Corporation Law
provide for or permit the indemnification of directors and
officers of the Registrant, a New York corporation, under
certain circumstances. Generally, a corporation may indemnify a
director or officer of the corporation against any judgments,
fines, amounts paid in settlement and reasonable expenses, if
such director or officer acted, in good faith, for a purpose
which he reasonably believed to be in the best interests of the
corporation and, in criminal actions, had no reasonable cause to
believe that his conduct was unlawful.
Article 11 of the Company's Amended and Restated Certificate
of Incorporation provides that to the fullest extent elimination
or limitation of director liability is permitted by the New York
Business Corporation Law, the directors of the Company shall not
be liable to the Company, or its shareholders for any breach of
duty in such capacity.
Article 13, Section 13.2, of the Company's By-Laws expressly
provides that no indemnification may be made to or on behalf of
any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that
his acts were committed in bad faith or were the result of an
act of deliberate dishonesty and were material to the cause of
action so adjudicated, or that he personally gained in fact a
financial profit or other advantage to which he was not entitled.
Pursuant to Employment Agreements between the Registrant and
certain of its executive officers, the Registrant provides that
it shall indemnify such executives for acts or decisions made by
such executive in good faith while performing services for
Registrant, and Registrant shall use its best efforts to obtain
insurance coverage relating thereto.
Pursuant to a policy of directors' and officers' insurance
with total annual limits of $10,000,000, the directors and
officers of Registrant are insured, subject to the limits,
exceptions and other terms and conditions of such policy,
against liability for claims made against them for any actual or
alleged error or misstatement or misleading statement or act or
omission or neglect or breach of duty while acting in their
individual or collective capacities as directors or officers.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of
the Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
LEGAL MATTERS
The legality of the issue of the shares of Common Stock of the
Company offered hereunder has been passed upon for the Company
by Lewis, Rice & Fingersh, L.C., St. Louis, Missouri 63102.
Members of, and attorneys employed by, Lewis, Rice & Fingersh,
L.C., owned directly or indirectly as of September 19, 1995,
approximately 7,260 shares of Common Stock of the Company.
EXPERTS
The consolidated annual financial statements of the Company as
of December 31, 1994 and 1993, and for each of the years in the
three-year period ended December 31, 1994, incorporated by
reference herein and elsewhere in the Registration Statement,
have been incorporated herein and in the Registration Statement
in reliance upon the report of KPMG Peat Marwick LLP.,
independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts
in accounting and auditing.[Outside Back Cover Page of
Prospectus]
Table of Contents
Page
The Company. 2
Available Information 2
Incorporation of Certain Documents
by Reference 2
The Plan 3
Use of Proceeds 10
Commission Position on Indemnification 10
Legal Matters 11
Experts 11
________________________________________________
TRUSTCO BANK CORP NY
Dividend Reinvestment Plan
________________________________________________
PROSPECTUS
________________________________________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY TRUSTCO BANK CORP NY. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF TRUSTCO BANK CORP NY SINCE
THE DATE HEREOF.
___________________________________________________________
___________________________________________________________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
___________________________________________
Registration Fee: . . . . . . . . . . . $ 2,263.45
Accountants' Fees*: . . . . . . . . . . . 2,700.00
Printing and Engraving*:. . . . . . . . . 1,000.00
Blue Sky Fees and Expenses*:. . . . . . . . 500.00
Legal Fees*:. . . . . . . . . . . . . . . 7,500.00
Miscellaneous Expenses*:. . . . . . . . . . 500.00
Total. . . . . . . . . . . . . . . $14,463.45
*Indicates estimated fees or expenses.
Item 15. Indemnification of Directors and Officers
_________________________________________
Sections 721-725 of the New York Business Corporation Law
provide for or permit the indemnification of directors and
officers of the Registrant, a New York corporation, under
certain circumstances. Generally, a corporation may indemnify a
director or officer of the corporation against any judgments,
fines, amounts paid in settlement and reasonable expenses, if
such director or officer acted, in good faith, for a purpose
which he reasonably believed to be in the best interests of the
corporation and, in criminal actions, had no reasonable cause to
believe that his conduct was unlawful.
Article 11 of the Registrant's Amended and Restated
Certificate of Incorporation provides that to the fullest
extent elimination or limitation of director liability is
permitted by the New York Business Corporation Law, no
directors of the corporation shall be liable to the
corporation, or its shareholders for any breach of duty
in such capacity.
Article 13, Section 13.2, of the Registrant's By-Laws
expressly provides that no indemnification may be made to or on
behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that
his acts were committed in bad faith or were the result of an
act of deliberate dishonesty and were material to the cause of
action so adjudicated, or that he personally gained in fact a
financial profit or other advantage to which he was not
entitled.
Pursuant to Employment Agreements between the Registrant and
certain of its executive officers, the Registrant provides that
it shall indemnify such executives for acts or decisions made by
such executive in good faith while performing services for
Registrant, and Registrant shall use its best efforts to obtain
insurance coverage relating thereto.
Pursuant to a policy of directors' and officers' insurance
with total annual limits of $10,000,000, the directors and
officers of Registrant are insured, subject to the limits,
exceptions and other terms and conditions of such policy,
against liability for claims made against them for any actual
or alleged error or misstatement or misleading statement or act
or omission or neglect or breach of duty while acting in their
individual or collective capacities as directors or officers.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers,
or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of
the Commission such indemnification is against public policy as
expressed in the Act and therefore is unenforceable.
Item 16. Exhibits
________
The following exhibits are submitted herewith:
(4) (a) Amended and Restated Articles of Incorporation
of Registrant.
(4) (b) Amended Bylaws of Registrant.
(5) Legal Opinion of Lewis, Rice & Fingersh, L.C.
(21) List of Subsidiaries of Registrant.
(23) (a) Consent of Lewis, Rice & Fingersh, L.C. (included in
Opinion).
(b) Consent of KPMG Peat Marwick LLP.
(24) Powers of Attorney.
Item 17. Undertakings
____________
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post- effective amendment to this registration
statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on
Form S-3 or Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be
new registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Schenectady, State of New
York, on September 22, 1995.
TrustCo Bank Corp NY
By/s/Robert A. McCormick
_________________________
Robert A. McCormick
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by
the following persons in the capacities and on September
19, 1995.
Name Title/Position
_____ ______________
/s/Robert A. McCormick President, Chief
____________________________ Executive Officer and
Robert A. McCormick Executive Officer and
Director (Principal
Executive Officer)
/s/Robert T. Cushing
____________________________ Vice President and
Robert T. Cushing Chief Financial
Officer
(Principal Financial
and
Accounting Officer)
* Director
____________________________
Barton A. Andreoli
* Director
____________________________
Lionel O. Barthold
* Director
____________________________
M. Norman Brickman
* Director
____________________________
C. W. Carl, Jr.
* Director
____________________________
Nancy A. McNamara
* Director
____________________________
Dr. John S. Morris
* Director
____________________________
James H. Murphy, D.D.S.
* Director
____________________________
Richard J. Murray, Jr.
* Director
____________________________
Kenneth C. Petersen
* Director
____________________________
William D. Powers
* Director
____________________________
William J. Purdy
* Director
____________________________
William F. Terry
* Director
____________________________
Philip J. Thompson
* By:/s/William F. Terry
___________________
William F. Terry
Attorney-in-Fact
EXHIBIT INDEX
Reg. S-K Registration
Item 601 Statement
Exhibit No. Exhibit Page No.*
___________ _______ _________
4(a) Amended and Restated Certificate of
Incorporation of Registrant II-7 -- II - 20
4(b) Amended Bylaws of Registrant II-21 -- II-32
5 Legal Opinion of Lewis, Rice
& Fingersh, L.C. II-33
21 List of Subsidiaries of Registrant II-34
23(a) Consent of Lewis, Rice & Fingersh,
L.C. (in opinion)
23(b) Consent of KPMG Peat Marwick, LLP. II-35
24 Powers of Attorney II-36 -- II-48
_________________________________________
*Only pages in the manually signed original of the Registration
Statement are numbered sequentially.
Exhibit 4(a)
State of New York
Department of State
ss:
I hereby certify that I have compared the annexed copy with the original
document filed by the Department of State and that the same is a correct
transcript of said original.
Witness my hand and seal of the Department of State on Aug 6 1993
/s/ Gail S. Shaffer
Secretary of State
DOS-200 (12/87)
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRUSTCO BANK CORP
NY
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
Filed By: William F. Terry, Secretary
TrustCo Bank Corp NY
320 State Street/P.O. Box 1082
Schenectady, New York 12301
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRUSTCO BANK CORP
NY
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
We, Robert A. McCormick and William F. Terry, being respectively, the
President and Chief Executive Officer and Senior Vice President and
Secretary of TrustCo Bank Corp NY, certify:
FIRST. The name of the Corporation is TRUSTCO BANK CORP NY.
SECOND. The Certificate of Incorporation was filed by the Department
of State on the twenty-eighth day of October 1981. An Amended and
Restated Certificate of Incorporation was filed by the Department of
State on the fifteenth day of July 1988 and an Amendment to the Amended
and Restated Organization Certificate was filed by the Department of
State on the twenty-ninth day of August 1991.
THIRD. The Certificate of Incorporation of the Corporation is
restated as set forth in its entirety below. The only change to the
certificate of incorporation is increase in the number of authorized
shares of common stock set forth in Section 4.1 of Article IV from
10,000,000 shares to 25,000,000 shares.
FOURTH. The Certificate of Incorporation, as amended and restated,
is set forth below:
Article I
Name
1. The name of the corporation is:
TrustCo Bank Corp NY (hereinafter called the "Corporation").
Article II
Purposes
2. Subject to any limitation provided in the Business Corporation
Law or any other statute of the State of New York, and except as
otherwise specifically provided in this Certificate, the purposes for
which the Corporation is formed are:
2.1 To the extent that a corporation formed under the Business
Corporation Law of the State of New York may lawfully do so, to acquire,
own, control, hold with power to vote, deal in and with, and dispose of,
in any manner, interests in financial institutions, including, without
limitation, banks, trust companies, savings banks, national banking
associations, savings and loan associations, industrial banks,
investment banks, service banks, safe deposit companies, credit unions,
and mutual trust investment companies, located within or without the
State of New York, and to acquire, own, control, hold with power to
vote, deal in and with, and dispose of, in any manner, interests in any
other companies, corporations, partnerships, trusts, unincorporated
associations, joint stock associations, and other entities, which are
engaged in activities related to the business of banking.
2.2 To the extent that a corporation formed under the Business
Corporation Law of the State of New York may lawfully do so, to engage
in, carry on, conduct, and participate in activities, enterprises and
businesses permitted to be engaged in, carried on, conducted and
participated in by bank holding companies under applicable provisions of
law and also research, experimenting, manufacturing, assembling,
building, erecting, trading, buying, selling, collecting, distributing,
wholesaling, retailing, importing, exporting, processing, compounding,
producing, refining, synthesizing, mining, extracting, growing,
liquidating, dismantling, demolishing, servicing, promoting, exhibiting
and publishing activities, enterprises and businesses; and also any
activities, enterprises, ventures and businesses similar or incidental
to any of the foregoing.
2.3 To create, acquire, hold, deal in and with, and dispose of, in
any manner, any legal or equitable interest in real property and
chattels real, and, without limiting the generality of the foregoing, to
purchase, receive, take (by grant, gift, devise, bequest or otherwise),
own, hold, improve, employ, use, operate, manage, repair, control,
maintain, sell, assign, transfer, convey, exchange, lease, alter,
construct, mortgage or encumber real property, whether improved or
unimproved, and structures and improvements on real property, or
leaseholds, or any other legal or equitable
interests or rights therein.
2.4 To create, acquire, hold, deal in and with, and dispose of, in
any manner, any legal or equitable interest in tangible or intangible
personal property, and, without limiting the generality of the
foregoing, to make, purchase, receive, take (by grant, gift, bequest,
lease, exchange or otherwise), own, hold, improve, employ, use, operate,
manage, repair, control, maintain, process, import, export, sell,
assign, transfer, convey, exchange, lease, or otherwise dispose of,
mortgage, ledge or otherwise encumber or in any manner to exploit, turn
to account, trade or deal in or with, personal property, whether
tangible or intangible, or any other legal or equitable interests or
rights therein.
2.5 To make, create, apply for, renew, take (by grant, gift, bequest
or otherwise), purchase, lease or otherwise acquire, to hold, own,
register, use, operate, to sell, assign, license, lease, transfer,
exchange or otherwise dispose of, to mortgage, pledge or otherwise
encumber, to acquire or grant licenses with respect to, or in any manner
to exploit, turn to account, trade or deal in or with, copyrights,
trademarks, service marks, designs, inventions, discoveries,
improvements, developments, processes, formulas, patents, trade names,
labels, prints, or any interest or right, whether legal or equitable,
therein.
2.6 To purchase, take (by grant gift, bequest or otherwise),
receive, subscribe for, invest in or otherwise acquire, own, hold,
employ, sell, lend, lease, exchange, transfer, assign, or otherwise
dispose of, mortgage, pledge, use, and otherwise deal in and with, or in
respect of shares, stock, bonds, debentures, warrants, rights, scrip,
notes, evidences of indebtedness, certificates of interest or
participation in profit-sharing agreements, collateral trust
certificates, preorganization certificates and subscriptions, investment
contracts, voting trust certificates, certificates of deposit or other
securities or obligations of any kind by whomsoever issued (whether or
not engaged in similar or different businesses, governmental or other
activities); to exercise in respect thereof all powers and privileges of
individual or corporate ownership or interest therein, including the
right to vote thereon (by proxy or otherwise) for any and all purposes;
to consent or otherwise act with respect thereto, without limitation and
to issue in exchange therefor the Corporation's shares, stock, bonds,
debentures, warrants, rights, scrip, notes, evidences of indebtedness,
or other securities or obligations of any kind.
2.7 To make contracts, incur debts and other liabilities, and borrow
money on such terms and at such rate of interest as the Corporation may
determine; and to mortgage, pledge, convey, assign, in trust or
otherwise encumber or dispose of, the property, good will, franchises or
other assets of the Corporation, including contract rights and including
after-acquired property.
2.8 To lend money, with or without security; provided that the
Corporation shall not have the power to engage in the business of
banking.
2.9 To issue, reissue, sell, assign, exchange, pledge, negotiate or
otherwise dispose of, to purchase, receive, take, own, hold or otherwise
acquire, to deal in or with, or to cancel, shares, stock, bonds,
debentures, warrants, rights, scrip, notes, evidences of indebtedness or
other securities or obligations of the corporation of any kind, whether
secured or unsecured, and whether or not convertible into or
subordinated to any other class of securities.
2.10 In furtherance of its corporate business, to guarantee or
assume liability for the payment of the principal of, or dividends or
interest on, or sinking fund payments in respect of, shares, stock,
bonds, debentures, warrants, rights, scrip, notes, evidences of
indebtedness, certificates of interest or participation in
profit-sharing agreements, collateral trust certificates,
preorganization certificates and subscriptions, investment contracts,
voting trust certificates, certificates of deposit, or other securities
or obligations of any kind by whomsoever issued; and to guarantee or
assume liability for the performance of any other contract or
obligation, made or issued by any domestic or foreign corporation,
partnership, association, trustee, group, individual or entity; and,
when authorized in any manner provided by law, to give any guaranty
although not in furtherance of the Corporation's purposes
2.11 In furtherance of its corporate business, to be a promoter,
partner, co-venturer, member, associate or manager of other business
enterprises or ventures, or to be an agent thereof, or to the extent
permitted in any jurisdiction to be an incorporator of other
corporations of any kind or type.
2.12 To cause to be formed under the laws of any state or country,
to control or in any manner participate in the management of, to
reorganize, merge, consolidate, and to liquidate or dissolve any
corporation, association or organization of any kind.
2.13 To engage in, carry on, conduct and/or participate in any
activity, enterprise or business which is similar or related to any
activity, enterprise or business herein set forth, or which is capable
of being conveniently carried on incidental to any such activity,
enterprise or business or which may directly or indirectly protect or
enhance the value of any of the rights or property of the Corporation.
2.14 To engage in, carry on, conduct and/or participate in any
general or specific branch or phase of the activities, enterprises or
businesses authorized in this Certificate in the State of New York or in
any other state of the United States and in all foreign countries, and
in all territories, possessions and other places, and in connection with
the same, or any thereof, to he and act either as principal, agent,
contractor or otherwise.
2.15 To do everything necessary, suitable, convenient or proper for
the accomplishment, attainment or furtherance of, to do every other act
or thing incidental to, appurtenant to, growing out of or connected
with, the purposes set forth in this Certificate, whether alone or in
association with others; to possess all the rights, powers and
privileges now or hereafter conferred
by the law of the State of New York upon a corporation organized under
the Business Corporation Law of the State of New York (as the same may
be amended from time to time) or any statute which may be enacted to
supplement or replace it, and, in general, to carry on any of the
activities and to do any of the things herein set forth to the same
extent and as fully as a natural person or a partnership, association,
corporation, or other entity, or any of them, might or could do;
provided that nothing herein set forth shall be construed as authorizing
the Corporation to possess any purpose, object, or power, or to do any
act or thing forbidden by law to a corporation organized under the
Business Corporation Law of the State of New York.
The foregoing provisions of this Article shall be construed as purposes,
objects and powers, and each as an independent purpose, object and
power, in furtherance, and not in limitation, of the purposes, objects
and powers granted to the Corporation by the laws of the State of New
York; and except as otherwise specifically provided in any such
provision, no purpose, object or power herein set forth shall be in any
way limited or restricted by reference to, or inference from, any other
provision of this Certificate.
Article III
Office
The office of the corporation is to be located in the City of
Schenectady, County of Schenectady, and State of New York.
Article IV
Number of Shares; Preemptive Rights Denied
4.1 The total number of shares of Common Stock which the Corporation
shall have authority to issue is 25,000,000 shares of the par value of
$1 per share.
The total number of shares of Preferred Stock which the Corporation
shall have authority to issue is 500,000 shares of the par value of $10
per share.
The Board of Directors of the Corporation shall have the authority to
provide for the issuance of the Preferred Stock in one or more series,
with such voting powers, full or limited, but not to exceed one vote per
share, or without voting powers, and with such designations, conversion
rights, redemption prices, dividend rates and similar matters, including
preferences over shares of Common Stock or other series of Preferred
Stock as to dividends or distributions of assets and relative
participation, optional or other special rights, and qualifications,
limitations or restrictions thereof, as shall be set forth in
resolutions providing for the issuance thereof that may be adopted by
the Board of Directors.
4.2 No holder of shares of the Corporation shall be entitled as of
right to subscribe for, purchase or receive any new or additional shares
of any class, whether now or hereafter authorized, or any notes, bonds,
debentures or other securities convertible into, or carrying options or
warrants to purchase, shares of any class; but all such new or
additional shares of any class, or notes, bonds, debentures or other
securities convertible into, or carrying options or warrants to
purchase, shares of any class may be issued or disposed of by the Board
of Directors to such persons and on such terms as it, in its absolute
discretion, may deem advisable.
Article V
Designation of Secretary of State; Mailing Address
5. The Secretary of State is designated as the agent of the
Corporation upon whom process in any action or proceeding against the
Corporation may be served, and the address to which the Secretary of
State shall mail a copy of process in any action or preceeding against
the Corporation which may be served upon him is:
320 State Street
Schenectady, New York 12301
Attn: Corporate Secretary
Article VI
Directors; Election and Classification
6. The entire Board of Directors, consisting of not less than twelve
(12) members and not more than fifteen (15) members, shall be divided
into three (3) classes of not less than four (4) members each, which
classes are hereby designated as Class A, Class B and Class C. The
number of directors of Class A shall equal one-third (1/3) of the total
number of directors as determined in the manner provided in the By-Laws
(with any fractional remainder to count as one); the number of directors
of Class B shall equal one-third (1/3) of the total number of directors
(or the nearest whole number thereto); and the number of directors of
Class C shall equal said total number of directors minus the aggregate
number of directors of Classes A and B. At the election of the first
Board of Directors, the class of each of the members then elected shall
be designated. The term of office of each member then designated as a
Class A director shall expire at the annual meeting of shareholders next
ensuing, that of each member then designated as a Class B director at
the annual meeting of shareholders one year thereafter, and that of each
member then designated as a Class C director at the annual meeting of
shareholders two years thereafter. At each annual meeting of
shareholders held after the election and classification of the first
Board of Directors, directors to succeed those whose terms expire at
such annual meeting shall be elected to hold office for a term expiring
at the third succeeding annual meeting of shareholders and until their
respective successors are elected and have qualified or until their
respective earlier displacement from office by resignation, removal or
otherwise.
Article VII
Duration
7. The duration of the Corporation is to be perpetual.
Article VIII
Shareholders<197>Quorum, Voting and Special Meetings
8. The holders of at least a majority of the outstanding Voting
Stock of the Corporation shall be present in person or by proxy at any
meeting of shareholders in order to constitute a quorum for the
transaction of any business, and the affirmative vote of at least a
majority of the Corporation's outstanding Voting Stock shall be needed
to approve any matter on which such shareholders are entitled to vote
except that the affirmative vote or request, as the case may be, of at
least two-thirds of the Corporation's Voting Stock shall be needed to
effect a change, modification or repeal of any provision in the
Certificate of Incorporation or By-Laws and to call a Special Meeting of
the shareholders. This provision does not affect those circumstances
under which shareholders may call a Special Meeting for the election of
directors as a matter of law and the right of management to call
shareholder meetings as set forth in the By-Laws.
Article IX
Quorum and Voting Requirements at Directors' Meeting
9. A majority of the Board of Directors shall be present at any
meeting of Directors in order to constitute a quorum for the transaction
of any business. The affirmative vote of a majority of the entire Board
of Directors shall be necessary for the transaction of any business or
specified item of business, except as otherwise provided in this
Certificate, and except that, the affirmative vote of two-thirds of the
entire Board of Directors shall be necessary to change, amend or repeal
any provision of the Certificate of Incorporation or By-Laws.
Article X
Business Combination
10.1 Shareholder Approval of Business Combinations<197>Maximum Vote.
(A) Except as otherwise expressly provided in Section 10.2 of this
Article 10, the approval of any Business Combination (as hereinafter
defined) shall, in addition to any affirmative vote required by law or
any other provision of this Certificate of Incorporation or any
preferred stock designation of the Corporation, require the affirmative
vote of the holders of not less than two-thirds of the shares of the
Corporation then entitled to vote generally in the election of directors
of the Corporation (hereinafter in this Article 10 referred to as
"Voting Stock"), voting together as a single class, with each share of
Voting Stock to have one (1) vote.
(B) The term "Business Combination" as used in this Article 10
shall mean:
(i) any merger or consolidation of the Corporation or any Subsidiary
(as hereinafter defined) with (a) any Substantial Shareholder (as
hereinafter defined) or (b) any other corporation which, after such
merger or consolidation, would be a Substantial Shareholder, regardless
of which entity survives;
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with
any Substantial Shareholder of all or any significant part of the assets
of the Corporation or any Subsidiary, or both, with a "significant part
of the assets" to be defined as more than ten percent (10%) of the total
assets of such entity as shown on its audited statement of condition as
of the end of the most recent fiscal year ending prior to the time the
particular transaction is announced;
(iii) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of any
Substantial Shareholder; or
(iv) any transaction involving the Corporation or any Subsidiary,
including any issuance, transfer or reclassification of any securities
of, or any recapitalization of, the Corporation or any Subsidiary, or
any merger or consolidation of the Corporation with any Subsidiary
(whether or not involving a Substantial Shareholder), if the transaction
would have the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of equity or
convertible securities of the Corporation or any Subsidiary which is
owned directly or indirectly by a Substantial Shareholder.
10.2 Exception to Maximum Vote Requirement.
The provision of Section 10.1 of this Article 10 shall not be applicable
to any Business Combination, and such Business Combination shall require
only such affirmative shareholder vote as is required by law or
otherwise, if, in the case of a Business Combination which does not
involve any cash or other consideration being received by shareholders
of the Corporation (in their capacities as shareholders), the condition
specified in the following paragraph (i) is met, or, in the case of any
Business Combination, either the condition specified in the following
paragraph (i) is met or the condition specified in the following
paragraph (ii) is met:
(i) the Business Combination shall have been approved by two-thirds
of the Disinterested Directors (as hereinafter defined), it being
understood that this condition shall not be capable of satisfaction
unless there is at least one Disinterested Director.
(ii) the consideration to be received per share by holders of Common
Stock of the Corporation and by holders of each other class of Voting
Stock outstanding, if any, shall be Fair Consideration (as hereinafter
defined).
10.3 Definitions.
(A) "Fair Consideration" shall mean,
(i) in the case of shares of Common Stock, an amount in cash or
readily available funds at least equal to the highest of the following
(whether or not the Substantial Shareholder has previously acquired such
shares):
(a) the highest per share price paid by the Substantial Shareholder
for any such shares acquired by it within the three-year period
immediately preceding the first public announcement of the proposal of
the Business Combination (hereinafter referred to as the "Announcement
Date"), plus an "Interest Adjustment" of such price, as defined
hereafter in this Section 10.3(A);
(b) the highest reported per share price at which such shares were
publicly traded during the three-year period immediately preceding the
Announcement Date, plus an "Interest Adjustment" of such price, as
defined hereafter in this Section 10.3(A);
(c) the per share fair market value of such shares on the
Announcement Date, plus an "Interest Adjustment" of such value, as
defined hereafter in this Section 10.3(A);
(d) the book value per share of Common Stock as of the end of the
latest fiscal quarter preceding the Announcement Date, plus an "Interest
Adjustment" of such value, as defined hereafter in this Section 10.3(A);
(ii) and in the case of shares of any class of Voting Stock of the
Corporation outstanding, an amount in cash or readily available funds at
least equal to the highest of the following (whether or not the
Substantial Shareholder has previously acquired any such shares);
(a) the highest per share price paid by the Substantial Shareholder
for any such shares acquired by it within the three-year period
immediately preceding the Announcement Date, plus an "Interest
Adjustment" of such price, as defined hereafter in this Section 10.3(A);
(b) the highest reported per share price at which such shares were
public traded during the three-year period immediately preceding the
Announcement Date, plus an "Interest Adjustment" of such price, as
defined hereafter in this Section 10.3(A);
(c) the per share fair market value of such shares on the
Announcement Date, plus an "Interest Adjustment" of such value, as
defined hereafter in this Section 10.3(A);
(d) the highest preferential amount per share to which the holders
of such shares are entitled in the event of voluntary or involuntary
liquidation or dissolution of the Corporation.
An "Interest Adjustment" of any price or value per share for a class of
shares under this Section 10.3(A) shall equal an amount of interest on
such price or value compounded annually from the Announcement Date until
the Consummation Date of the Business Combination (the "Consummation
Date"), or, in the case of subdivisions (a) and (b) in each of the
subsections (A)(i) and (A)(ii) in this Section 10.3, from the date the
Substantial Shareholder first became a Substantial Shareholder (the
"Determination Date") until the Consummation Date, at a market prime
rate of interest as may be determined from time to time by a majority of
the Disinterested Directors, less the aggregate amount of any cash
dividends per share paid on such class of shares during such period up
to but not in excess of such amount of interest.
(B) "Substantial Shareholder" shall mean and include any individual,
corporation, partnership or other person or entity (other than the
Corporation or any Subsidiary) which, together with its "Affiliates" and
"Associates" (as such terms were defined as of December 11, 1984, in
Rule 12b-2 under the Securities Exchange Act of 1934) is the "Beneficial
Owner" (as defined in accordance with the criteria set forth as of
December 11, 1984, under Rule 13d-3 under the Securities Exchange Act of
1934) in the aggregate of more than five percent (5%) of the voting
power of the then-outstanding Voting Stock of the Corporation of any
Affiliate or Associate of any such individual, corporation, partnership
or other person or entity.
(C) "Subsidiary" shall mean any corporation of which a majority of
any class of equity security is owned, directly or indirectly, by the
Corporation.
(D) "Disinterested Director" shall mean any member of the Board of
Directors of the Corporation (the "Board") who is unaffiliated with the
Substantial Shareholder and who was a member of the Board prior to the
Determination Date or became a member of the Board after the
Determination Date and was recommended or elected by a majority of
Disinterested Directors then on the Board.
10.4 Interpretative Power of Disinterested Directors.
A majority of the Disinterested Directors from time to time shall have
the power and duty to determine, on the basis of facts known to them
after reasonable inquiry, all facts necessary to determine compliance
with this Article 10, including, without limitation, (1) whether a
person or entity is a Substantial Shareholder, (2) whether the price in
a proposed Business Combination is Fair Consideration, (3) the number of
shares of Voting Stock beneficially owned by any person or entity at any
given time, and (4) the fair market value as of any given date of the
shares of any class of Voting Stock.
10.5 Alteration, Amendment and Repeal
Notwithstanding any provision of this Certificate of Incorporation or
any provision of law or any preferred stock designation of the
Corporation which might otherwise permit a lesser vote or no vote, but
in addition to any affirmative vote of the holders of any particular
class or series of the Voting Stock required by law or this Certificate
of Incorporation or any preferred stock designation of this Corporation,
the affirmative vote of the holders of at least two-thirds of the voting
power of the then-outstanding shares of Voting Stock, voting together as
a single class, shall be required to alter, amend or repeal, or to adopt
any provision inconsistent with, this Article 10 or any provision of
this Article 10.
Article XI
11. To the fullest extent that the Business Corporation Law of the
State of New York, as the same exists or may hereafter be amended,
permits elimination or a limitation of the liabilities of directors, no
director of the corporation shall be liable to the corporation, or its
shareholders for any breach of duty in such capacity. Any repeal or
modification of this Article by the shareholder of the corporation shall
be prospective only and shall not adversely affect any elimination or
limitation of the personal liability of a director of the corporation
for acts or omissions occurring prior to the effective date of such
repeal or modification.
FIFTH. This Amendment was authorized by a vote of the Board of
Directors, followed by a vote of the holders of a majority of all
outstanding shares entitled to vote thereon at a meeting of Shareholders
on the seventeenth day of May, 1993.
SIXTH. This restatement of the Certificate of Incorporation of the
Corporation was authorized by a majority vote of the Board of Directors
pursuant to section 807 of the Business Corporation Law.
IN WITNESS WHEREOF, THE UNDERSIGNED HAVE SIGNED THIS CERTIFICATE THIS
27th DAY OF JULY, 1993, AND DO HEREBY AFFIRM THE CONTENTS TO BE TRUE
UNDER THE PENALTIES OF PERJURY.
/s/Robert A. McCormick
- - ----------------------
ROBERT A. McCORMICK
President
/s/William F. Terry
- - ----------------------
WILLIAM F. TERRY
Secretary
STATE OF NEW YORK )
) ss.
COUNTY OF SCHENECTADY )
ROBERT A. McCORMICK, being duly sworn, deposes and says that he is the
President and Chief Executive Officer of TRUSTCO BANK CORP NY, the
Corporation named in the foregoing Certificate, that he has read and
signed said Certificate and knows the contents thereof, and that the
statements contained therein are true.
/s/Robert A. McCormick
- - ----------------------
ROBERT A. McCORMICK
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Sworn to before me this
27th day of July, 1993
/s/Joan Clark
- - ------------------
Notary Public
RESOLUTION RELATING TO
AMENDMENT AND RESTATEMENT OF ORGANIZATION CERTIFICATE
RESOLVED, That the Certificate of Incorporation of the Corporation be
and hereby is restated to reflect the amendments to the Certificate of
Incorporation adopted since the previous restatement on the eighth day
of July, 1988, including the amendment adopted at the meeting of the
shareholders of the Corporation on the seventeenth day of May, 1993;
such Amended and Restated Certificate of Incorporation, in the form
presented to this meeting, correctly sets forth the corresponding
provisions of the Certificate of Incorporation, as amended, and is
hereby adopted on behalf of the Corporation.
RESOLVED, That the appropriate officers of the Corporation be, and they
hereby are, authorized and directed to execute and deliver and file such
certificates and other documents, including the delivery of an Amended
and Restated Certificate of Incorporation, to the Department of State of
the State of New York, and to take such action and do such other things
as may, in their judgment, be necessary and advisable in order to fully
effectuate the foregoing resolutions.
I hereby certify that the above is a true and correct excerpt from the
minutes of a regular meeting of the Board of Directors of TrustCo Bank
Corp NY held on July 20, 1993, at the Main Office of the Company at 320
State Street, Schenectady, New York, that a quorum of directors was
present and acting throughout the meeting, and that the resolutions
adopted at the meeting as set forth above are in full force and effect
by a majority of the Board of Directors.
/s/William F. Terry
- - ----------------------
Secretary
7/22/93
- - ----------------------
Date
Exhibit 4(b)
BY-LAWS OF
TRUSTCO BANK CORP NY
(a New York State Corporation)
(As Amended Through February 21, 1995)
_____________________________________________________
ARTICLE 1
DEFINITIONS
As used in these By-Laws, unless the context otherwise requires,
the term:
1.1 "Board" means the Board of Directors of the Corporation
1.2 "Business Corporation Law" means the Business Corporation
Law of the State of New York, as amended from time to time.
1.3 "By-Laws" means the initial By-Laws of the Corporation, as
amended from time to time.
1.4 "Certificate of Incorporation" means the initial certificate
of incorporation of the Corporation, as amended, supplemented or
restated from time to time.
1.5. "Corporation" means TrustCo Bank Corp NY.
1.6 "Directors" means directors of the Corporation.
1.7 "Entire Board" means the total number of directors which the
Corporation would have if there were no vacancies.
1.8 "Chief Executive Officer" means the Chief Executive Officer
of the corporation.
1.9 "Chairman" means chairman of the Board of the Corporation.
1.10 "President" means the President of the Corporation.
1.11 "Secretary" means the Secretary of the Corporation.
1.12 "Vice President" means the Vice President of the
Corporation.
ARTICLE 2
SHAREHOLDERS
2.1 PLACE OF MEETINGS. Every meeting of shareholders shall be
held at such place within or without the State of New York as
shall be designated by the Board of Directors in the notice of
such meeting or in the waiver of notice thereof.
2.2 ANNUAL MEETING. A meeting of shareholders shall be held
annually for the election of Directors and the transaction of
other business at such hour and on such business day as may be
determined by the Board. Written notice of such meeting, stating
the place, date and hour thereof, shall be given, personally or
by mail, not less than ten nor more than fifty days before the
date of such meeting, to each shareholder certified to vote at
such meeting.
2.3 SPECIAL MEETINGS. A special meeting of shareholders, other
than those regulated by statute, may be called at any time by the
Board or by the Chief Executive Officer. It shall also be the
duty of the Chief Executive Officer to call such a meeting
whenever requested in writing so to do by shareholders owning two
thirds of the issued and outstanding share entitled to vote at
such a meeting. Written notice of such meeting, stating the
place, date, hour and purpose thereof, and indicating that it is
being given by the person or persons calling such meeting, shall
be given, personally or by mail, not less than ten nor more than
fifty days before the date of such meeting, to each shareholder
certified to vote at such meeting.
2.4 QUORUM AND VOTING REQUIREMENTS; ADJOURNMENT. Except with
respect to a special meeting for the election of Directors as
required by law, or as otherwise provided in these By-Laws, (a)
the holders of at least a majority of the outstanding shares of
the Corporation shall be present in person or by proxy at any
meeting of the shareholders in order to constitute a quorum for
the transaction of any business, and (b) the votes of the holders
of at least a majority of the outstanding shares of the
Corporation shall be necessary at any meeting of shareholders for
the transaction of any business or specified item of business,
other than the changing, amending or repealing of any provision
of the Certificate of Incorporation or By- Laws which shall
require the affirmative vote of two-thirds of the Corporation's
voting stock; provided, however, that when a specified item of
business is required to be voted on by a class or series (if the
Corporation shall then have outstanding shares or more than one
class or series), voting as a class, the holders of a majority of
the shares of such class or series shall constitute a quorum (as
to such class or series) for the transaction of such item of
business. The holders of a majority of shares present in person
or represented by proxy at any meeting of shareholders, including
an adjourned meeting, whether or not a quorum is present, may
adjourn such meeting to another time and place.
2.5 INSPECTORS AT MEETINGS. Two or more inspectors shall be
appointed by the Board or the Executive Committee prior to each
Annual Meeting of Shareholders, to serve at the meeting or any
adjournment thereof. In case any person appointed fails to
appear or act, the vacancy may be filled by appointment made by
the Board in advance of the meeting or at the meeting by the
person presiding thereat.
2.6 ORGANIZATION. At every meeting of shareholders, the Chief
Executive Officer, or in his absence, an officer of the
Corporation designated by the Board or the Chief Executive
Officer, shall act as Chairman of the meeting. The Secretary, or
in his absence, one of the Vice Presidents not acting as Chairman
of the meeting, shall act as Secretary of the meeting. In case
none of the officers above designated to act as Chairman or
Secretary of the meeting, respectively, shall be present, a
Chairman or a Secretary of the meeting, as the case may be, shall
be chosen by a majority of the votes cast at such meeting by the
holders of shares present in person, or represented by proxy and
entitled to vote at the meeting.
2.7 ORDER OF BUSINESS. The order of business at all meetings of
shareholders shall be as determined by the Chairman of the
meeting, but the order of business to be followed at any meeting
at which a quorum is present may be changed by a majority of the
votes cast at such meeting by the holders of shares present in
person or represented by proxy and entitled to vote at the
meeting.
ARTICLE 3
DIRECTORS
3.1 BOARD OF DIRECTORS. Except as otherwise provided in the
Certificate of Incorporation, the affairs of the Corporation
shall be managed and its corporate powers exercised by its Board.
In addition to the powers expressly conferred by the By-Laws, the
Board may exercise all powers and perform all acts which are not
required, by the By-Laws or the Certificate of Incorporation or
by law, to be exercised and performed by the shareholders.
3.2 NUMBER; QUALIFICATION; TERM OF OFFICE. Subject to Section
702(b) of the Business Corporation Law, the number of Directors
constituting the Entire Board may be changed from time to time by
action of the shareholders or the Board, provided that such
number shall not be less than twelve nor more than fifteen. The
Directors shall be divided into three classes as nearly equal in
number as may be, one class to be elected each year for a term of
three years and until their successors are elected and qualified.
A Director attaining 72 years of age shall cease to be a Director
and that office shall be vacant. A director who was an employee
of the Corporation at the time of his election, shall vacate his
office when he ceases to be a full-time employee of the Company
and shall not be eligible for reelection. 3.3 ELECTION.
Directors shall be elected by the affirmative vote of the holders
of a majority of the Company's outstanding voting stock.
3.4 NEWLY CREATED DIRECTORSHIP AND VACANCIES. Newly created
directorships resulting from an increase in the number of
Directors and vacancies occurring in the Board for any reason,
may be filled by vote of a majority of the Directors then in
office, although less than a quorum, at any meeting of the Board.
Directors elected by the Board shall hold office until the next
meeting of shareholders at which the election of directors is in
the regular order of business, and until their successors have
been elected and qualified.
3.5 RULES AND REGULATIONS. The Board of Directors may adopt
such Rules and Regulations for the conduct of its meetings and
the management of the affairs of the Company as it may deem
proper, not inconsistent with the laws of the State of New York,
or these By-Laws.
3.6 REGULAR MEETINGS. Regular meetings of the Board shall be
held on the third Tuesday of February, May, August and November,
unless otherwise specified by the Board, and may be held at such
times and places as may be fixed from time to time by the Board,
and may be held without notice.
3.7 SPECIAL MEETINGS. Special meetings of the Board shall be
held whenever called by the Chief Executive Officer, and a
special meeting shall be called by the Chief Executive Officer or
the Secretary at the written request of any seven Directors.
Notice of the time and place of each special meeting of the Board
shall, if mailed, be addressed to each Director at the address
designated by him for that purpose or, if none is designated, at
his last known address at least three days before the date on
which the meeting is to be held; or such notice shall be sent to
each Director at such address by telegraph, or similar means of
communication, or be delivered to him personally, not later than
the day before the date on which such meeting is to be held.
3.8 WAIVERS OF NOTICE. Anything in these By-Laws or in any
resolution adopted by the Board to the contrary notwithstanding,
notice of any meeting of the Board need not be given to any
Director who submits a signed waiver of such notice, whether
before or after such meeting, or who attends such meeting without
protesting, prior thereto or at its commencement, the lack of
notice to him.
3.9 ORGANIZATION. At each meeting of the Board, the Chief
Executive Officer of the Corporation, or in the absence of the
Chief Executive Officer, a Chairman chosen by the majority of the
Directors present, shall preside. The Secretary, or in the
absence of the Secretary, a Vice President, shall act as
Secretary at each meeting of the Board.
3.10 QUORUM AND VOTING. A majority of the Entire Board shall
constitute a quorum for the transaction of business or of any
specified item of business at any meeting of the Board. The
affirmative vote of a majority of the Entire Board shall be
necessary for the transaction of any business or specified item
of business at any meeting of the Board, except that the
affirmative vote of two-thirds of the Entire Board shall be
necessary to change, amend or repeal any provision of the
Certificate of Incorporation or By-Laws.
3.11 WRITTEN CONSENT OF DIRECTORS WITHOUT A MEETING. Any action
required or permitted to be taken by the Board may be taken
without a meeting if all members of the Board consent in writing
to the adoption of a resolution authorizing the action. The
resolution and the written consents thereto by the members of the
Board shall be filed with the minutes of the proceedings of the
Board.
3.12 PARTICIPATION IN MEETING OF BOARD BY MEANS OF CONFERENCE
TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT. Any one or more
members of the Board may participate in a meeting of the Board by
means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
ARTICLE 4
COMMITTEES
4.1 EXECUTIVE COMMITTEE. There shall be an Executive Committee
consisting of not more than nine Directors, of which four shall
constitute a quorum. All but six of the members of such
Executive Committee shall be appointed by the Board of Directors,
shall be known as permanent members and shall hold office until
the organization of the Board after the annual election next
succeeding their respective appointments. Six places on the
Executive Committee shall be filled by the Directors, other than
the permanent members of the Executive Committee, in rotation
according to alphabetical order, each panel of six rotating
members serving for one calendar month. In the event that any
member of the Executive Committee is unable to attend a meeting,
the Chief Executive Officer may invite any other Director to take
his place for such meeting. The Executive Committee shall
possess and exercise all of the delegable powers of the Board,
except when the latter is in session. It shall keep a record of
its proceedings, and the same shall be subject to examination by
the Board at any time. All acts done and powers and authority
conferred by the Executive Committee from time to time, within
the scope of its authority, shall be and be deemed to be and may
be certified as being the act and under the authority of the
Board. Meetings of the Executive Committee shall be held at such
times and places and upon such, if any, notice as the Executive
Committee shall determine from time to time, provided that a
special meeting of the Executive Committee may be called by the
Chief Executive Officer, in his discretion, and shall be called
by the Chief Executive Officer or Secretary on the written
request of any three members, three days' notice of the time and
place of which shall be given in the same manner as notices of
special meetings of the Board of Directors, except that if such
notice is given otherwise than by mail, it shall be sufficient if
given at any time on or before the day preceding the meeting.
4.2 OTHER COMMITTEES. The Board, by resolution adopted by a
majority of the Entire Board, may designate from among its
members such other standing or special committees as may seem
necessary or desirable from time to time.
ARTICLE 5
OFFICERS
5.1 OFFICERS. The Board may elect or appoint a Chairman and
shall elect or appoint a President, either of which it shall
designate the Chief Executive Officer and shall elect or appoint
one or more Vice Presidents and a Secretary, and such other
officers as it may from time to time determine. All officers
shall hold their offices, respectively, at the pleasure of the
Board. The Board may require any and all officers, clerks and
employees to give a bond or other security for the faithful
performance of their duties, in such amount and with such
sureties as the Board may determine.
5.2 CHIEF EXECUTIVE OFFICER. The Chief Executive
Officer of the Corporation shall have general supervision over
the business of the Corporation, subject, however, to the control
of the Board and of any duly authorized committee of Directors.
The Chief Executive Officer shall, if present, preside at all
meetings of the shareholders, at all meetings of the Board and
shall supervise the carrying out of policies adopted or approved
by the Board. He may, with the Secretary or any other officer of
the Corporation, sign certificates for shares of the Corporation.
He may sign and execute, in the name of the Corporation, deeds,
mortgages, bonds, contracts and other instruments, subject to any
restrictions imposed by the By-Laws, Board or applicable laws,
and, in general, he shall perform all duties incident to the
office of the Chief Executive Officer and such other duties as
from time to time may be assigned to him by the Board.
5.3 CHAIRMAN AND PRESIDENT. Either the Chairman or the
President shall be designated the Chief Executive Officer of the
Corporation. The one not so designated shall perform such duties
as from time to time may be assigned to him by the Board or by
the Chief Executive Officer.
5.4 OTHER OFFICERS. All the other officers of the
Corporation shall perform all duties incident to their respective
offices, subject to the supervision and direction of the Board,
the Chief Executive Officer, and the Executive Committee,
and shall perform such other duties as may from time to time be
assigned them by the Board or by the Chief Executive Officer.
The President and any Vice President may also, with the
Secretary, sign and execute, in the name of the Corporation,
deeds, mortgages, bonds, contracts and other instruments, subject
to any restrictions imposed by the By-Laws, Board or applicable
laws.
ARTICLE 6
CONTRACTS, LOANS, ETC
6.1 EXECUTION OF CONTRACTS. The Board may authorize any
officer, employee or agent, in the name and on behalf of the
Corporation, to enter into any contract or execute and satisfy
any instrument, and any such authority may be general or confined
to specific instances, or otherwise limited.
6.2 LOANS. The Chief Executive Officer or any other officer,
employee or agent authorized by the Board may effect loans and
advances at any time for the Corporation from any bank, trust
company or other institution or from any firm, corporation or
individual, and for such loans and advances may make, execute and
deliver promissory notes, bonds or other certificates or
evidences of indebtedness of the Corporation, and when authorized
so to do may pledge and hypothecate or transfer any securities or
other property of the Corporation as security for any such loans
or advances.
6.3 SIGNATURE AUTHORITY. The Chief Executive Officer shall from
time to time authorize the appropriate officers and employees of
the Corporation who are to sign, execute, acknowledge, verify and
deliver or accept all agreements, conveyances, transfers,
obligations, authentications, certificates and other documents
and instruments and to affix the seal of the Corporation to any
such document or instrument and to cause the same to be attested
by the Secretary or Assistant Secretary.
ARTICLE 7
SHARES
7.1 STOCK CERTIFICATES. Certificates representing shares of the
Corporation, in such form as shall be determined from time to
time by the Board, shall be signed by the Chief Executive
Officer, the Chairman, the President, or any Vice President and
the Secretary, and may be sealed with the seal of the Corporation
or a facsimile thereof.
7.2 TRANSFER OF SHARES. Transfers of shares shall be made only
on the book of the Corporation by the holder thereof or by his
duly authorized attorney or a transfer agent of the Corporation,
and on surrender of the certificate or certificates representing
such shares properly endorsed for transfer and upon payment of
all necessary transfer taxes. Every certificate exchanged,
returned or surrendered to the Corporation shall be marked
"Canceled", with the date of cancellation, by the Secretary or
the transfer agent of the Corporation. A person in whose name
shares shall stand on the books of the Corporation in whose name
shares shall stand on the books of the Corporation shall be
deemed the owner thereof to receive dividends, to vote as such
owner and for all other purposes as respects the Corporation. No
transfer of shares shall be valid as against the Corporation, its
shareholders and creditors for any purpose, except to render the
transferee liable for the debts of the Corporation to the extent
provided by law, until such transfer shall have been entered on
the books of the Corporation by an entry showing from and to whom
transferred.
7.3 CLOSING OF TRANSFER BOOKS. The Board may prescribe a period
prior to any shareholders' meeting or prior to the payment of any
dividend, not exceeding fifty days, during which no transfer of
stock on the books of the Corporation may be made and may fix a
day as provided by the Business Corporation Law as of which
shareholders entitled to notice and to vote at such meeting shall
be determined.
7.4 TRANSFER AND REGISTRY AGENTS. The Corporation may from time
to time maintain one or more transfer offices or agents and
registry officer or agents at such place or places as may be
determined from time to time by the Board.
7.5 LOST, DESTROYED, STOLEN AND MUTILATED CERTIFICATES. If the
holder of any shares shall notify the Corporation of any loss,
destruction, theft or mutilation of the certificate or
certificates representing such shares, the Corporation may issue
a new certificate or certificates to replace the old, upon such
conditions as may be specified by the Board consistent with
applicable laws.
ARTICLE 8
EMERGENCIES
8.1 OPERATION DURING EMERGENCY. In the event of a state of
emergency declared by the President of the United States or the
person performing his functions or by the Governor of the State
of New York or by the person performing his functions, the
officers and employees of the Corporation shall continue to
conduct the affairs of the Corporation under such guidance from
the Directors as may be available except as to matters which by
statute require specific approval of the Board of Directors and
subject to conformance with any governmental directives during
the emergency.
8.2 OFFICERS PRO TEMPORE DURING EMERGENCY. The Board of
Directors shall have power, in the absence or disability of any
officer, or upon the refusal of any officer to act, to delegate
and prescribe such officer's powers and duties to any other
officer for the time being.
8.3 DISASTER. In the event of a state of emergency resulting
from disaster of sufficient severity to prevent the conduct and
management of the affairs and business of the Corporation by the
Directors and officers as contemplated by these By- Laws, any two
or more available members of the Executive Committee shall
constitute a quorum of that committee for the full conduct and
management of the affairs and business of the Corporation,
notwithstanding any other provision of these By- Laws, and such
committee shall further be empowered to exercise all powers
reserved to any and all other committees of the Board established
pursuant to Article 4 of these By- Laws. In the event of the
unavailability, at such time, of at least two members of the
Executive Committee, any three available Directors may constitute
themselves the Executive Committee pro tem for the full conduct
and management of the affairs and business of the Corporation in
accordance with the provisions of this Article, until such time
as the incumbent Board or a reconstituted Board is capable of
assuming full conduct and management of such affairs and
business.
ARTICLE 9
SEAL
9.1 SEAL. The Board may adopt a corporate seal which shall be
in the form of a circle and shall bear the full name of the
Corporation and the year and State of its incorporation.
ARTICLE 10
FISCAL YEAR
10.1 FISCAL YEAR. The fiscal year of the Corporation shall be
determined, and may be changed, by resolution of the Board.
ARTICLE 11
VOTING OF SHARES HELD
11.1 VOTING OF SHARE HELD BY THE CORPORATION. Unless otherwise
provided by resolution of the Board and excepting the shares of
any subsidiary company of the Corporation which are to be voted
in accordance with the resolution of the Board, the Chief
Executive Officer may from time to time appoint one or more
attorneys or agents of the Corporation, in the name and on behalf
of the Corporation, to cast the votes which the Corporation may
be entitled to cast as a shareholder or otherwise in any other
corporation, any of whose shares or securities may be held by the
Corporation, at meetings of the holders of the shares or other
securities of such other corporation and to consent in writing to
any action by any such other corporation, and may instruct the
person or persons so appointed as to the manner of casting such
votes or giving such consent, and may execute or cause to be
executed on behalf of the Corporation and under its corporate
seal, or otherwise, such written proxies, consents, waivers or
other instruments as he may deem necessary or proper in the
premises; or the Chief Executive Officer may himself attend any
meeting of the holders of the shares or other securities of any
such other corporation and thereat vote or exercise any or all
other powers of the Corporation as the holder of such shares or
other securities of such other corporation.
ARTICLE 12
AMENDMENTS TO BY-LAWS
12.1 AMENDMENTS. The By-Laws or any of them may be altered,
amended, supplemented or repealed, or new By-Laws may be adopted
by a vote of the holders of at least two-thirds of the shares
entitled to vote at any regular or special meeting of
shareholders, or by a vote of at least two- thirds of the Entire
Board of Directors at any regular or special meeting thereof,
provided notice of such proposed changes has been set forth in
the notice of meeting of shareholders or Directors.
ARTICLE 13
INDEMNIFICATION OF DIRECTORS AND OFFICERS
13.1 In addition to authorization provided by law, the Directors
are authorized, by resolution, to provide indemnification or to
advance expenses to any Officer or Director seeking such
indemnifica-tion or the advancement of such expenses. They may
also, by resolution, authorize agreements providing for
indemnification.
13.2 The indemnification and advancement authorized by this
Article shall be subject to each of the conditions or limitations
set forth in the succeeding subdivisions(s) of this Section.
13.2.1 No indemnification may be made to or on behalf of any
Director or Officer if a judgment or other final adjudication
adverse to the Officer or Director establishes that his acts were
committed in bad faith or were the result of an act of deliberate
dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not entitled.
13.3 Officers and Directors of any wholly owned subsidiary serve
at the request of the Corporation for the purpose of this
Article.
13.4 The Directors may by resolution, authorize the
Corporation's Officers and Directors to serve as a Director or
Officer of any other corporation of any type or kind, domestic or
foreign, of any partnership, joint venture, trust, employee
benefit plan or other enterprise for the purpose of the
indemnification provisions of this Article. The failure to enact
such a resolution shall not, in itself, create a presumption that
such service was not authorized.
I, William F. Terry, Secretary of TrustCo Bank Corp NY,
Schenectady, New York, hereby certify that the foregoing is a
complete, true and correct copy of the By-Laws of TrustCo Bank
Corp NY, and that the same are in full force and effect at this
date.
/s/William F. Terry
_____________________________________
Secretary
March 23, 1995
__________________________________
Date
Exhibit 5
September 25, 1995
The Board of Directors
TrustCo Bank Corp NY
320 State Street
Schenectady, New York 12305
Re: Registration on Form S-3 of 300,000 Shares of Common Stock
for Issuance Pursuant to the TrustCo Bank Corp NY Dividend
Reinvestment Plan
Ladies and Gentlemen:
In connection with the registration with the Securities and
Exchange Commission of 300,000 shares of common stock, par value
$1.00 per share (the "Securities") of TrustCo Bank Corp NY (the
"Company"), you have requested that we furnish you with our
opinion as to the legality of the issuance of Securities in
connection with the Company's Dividend Reinvestment Plan (the
"Plan").
As counsel to the Company, we have participated in the
preparation of the Registration Statement on Form S-3 under the
Securities Act of 1933 (the "Registration Statement") with
respect to the Securities. We have examined and are familiar
with the Company's Certificate of Incorporation and Bylaws, each
as amended, records of corporate proceedings, the Registration
Statement, the Plan and such other documents and records as we
have deemed necessary for purposes of this opinion.
Based on the foregoing, we are of the opinion that the
Securities have been duly and validly authorized and will, when
issued as contemplated in the Prospectus, be legally issued,
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Sincerely,
LEWIS, RICE & FINGERSH, L.C.
/s/ Lewis, Rice & Fingersh, L.C.
Exhibit 21
LIST OF SUBSIDIARIES OF REGISTRANT
1. Trustco Bank, National Association
2. ORE Subsidiary Corp.
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
_________________________________________
The Board of Directors
TrustCo Bank Corp NY:
We consent to incorporation by reference in the Registration
Statement on Form S-3 for the TrustCo Bank Corp NY Dividend
Reinvestment Plan of TrustCo Bank Corp NY of our report dated
January 27, 1995, relating to the consolidated statements of
condition of TrustCo Bank Corp NY and subsidiaries as of December
31, 1994 and 1993, and the related consolidated statements of
income, changes in shareholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1994,
which report appears in the December 31, 1994 Annual Report on
Form 10-K of TrustCo Bank Corp NY and the reference to our firm
under the heading "Experts" in the prospectus. Our report refers
to the adoption of the provisions of Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes," and Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities."
/s/KPMG Peat Marwick LLP
Albany, NY
September 19, 1995
Exhibit 24
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
for
DIVIDEND REINVESTMENT PLAN
of
TRUSTCO BANK CORP NY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints ROBERT A.
McCORMICK, WILLIAM F. TERRY, ROBERT T. CUSHING and PETER A.
ZAKRISKI, and each of them, the true and lawful attorneys-in-fact
and agents for him and in his name, place or stead, in any and
all capacities, to sign and file, or cause to be filed, with the
Securities and Exchange Commission (the "Commission"), any
registration statement or statements on Form S-3 under the
Securities Act of 1933, as amended, relating to the issuance of
shares of any class of stock or other securities of TrustCo Bank
Corp NY (the "Company") in connection with the Dividend
Reinvestment Plan of the Company, or the issuance of any interests
in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: 9/19/95
_______
/s/Barton A. Andreoli
___________________________
Barton A. Andreoli
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
for
DIVIDEND REINVESTMENT PLAN
of
TRUSTCO BANK CORP NY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints ROBERT A.
McCORMICK, WILLIAM F. TERRY, ROBERT T. CUSHING and PETER A.
ZAKRISKI, and each of them, the true and lawful attorneys-in-fact
and agents for him and in his name, place or stead, in any and
all
capacities, to sign and file, or cause to be filed, with the
Securities and Exchange Commission (the "Commission"), any
registration statement or statements on Form S-3 under the
Securities Act of 1933, as amended, relating to the issuance of
shares of any class of stock or other securities of TrustCo Bank
Corp NY (the "Company") in connection with the Dividend
Reinvestment Plan of the Company, or the issuance of any interests
in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: 9/19/95
_______
/s/Lionel O. Barthold
___________________________
Lionel O. Barthold
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
for
DIVIDEND REINVESTMENT PLAN
of
TRUSTCO BANK CORP NY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints ROBERT A.
McCORMICK, WILLIAM F. TERRY, ROBERT T. CUSHING and PETER A.
ZAKRISKI, and each of them, the true and lawful attorneys-in-fact
and agents for him and in his name, place or stead, in any and
all capacities, to sign and file, or cause to be filed, with the
Securities and Exchange Commission (the "Commission"), any
registration statement or statements on Form S-3 under the
Securities Act of 1933, as amended, relating to the issuance of
shares of any class of stock or other securities of TrustCo Bank
Corp NY (the "Company") in connection with the Dividend
Reinvestment Plan of the Company, or the issuance of any interests
in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: 9/19/95
_______
/s/M. Norman Brickman
___________________________
M. Norman Brickman
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
for
DIVIDEND REINVESTMENT PLAN
of
TRUSTCO BANK CORP NY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints ROBERT A.
McCORMICK, WILLIAM F. TERRY, ROBERT T. CUSHING and PETER A.
ZAKRISKI, and each of them, the true and lawful attorneys-in-fact
and agents for him and in his name, place or stead, in any and
all capacities, to sign and file, or cause to be filed, with the
Securities and Exchange Commission (the "Commission"), any
registration statement or statements on Form S-3 under the
Securities Act of 1933, as amended, relating to the issuance of
shares of any class of stock or other securities of TrustCo Bank
Corp NY (the "Company") in connection with the Dividend
Reinvestment Plan of the Company, or the issuance of any interests
in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: 9/19/95
_______
/s/C.W. Carl, Jr.
___________________________
C.W. Carl, Jr.
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
for
DIVIDEND REINVESTMENT PLAN
of
TRUSTCO BANK CORP NY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints ROBERT A.
McCORMICK, WILLIAM F. TERRY, ROBERT T. CUSHING and PETER A.
ZAKRISKI, and each of them, the true and lawful attorneys-in-fact
and agents for him and in his name, place or stead, in any and
all capacities, to sign and file, or cause to be filed, with the
Securities and Exchange Commission (the "Commission"), any
registration statement or statements on Form S-3 under the
Securities Act of 1933, as amended, relating to the issuance of
shares of any class of stock or other securities of TrustCo Bank
Corp NY (the "Company") in connection with the Dividend
Reinvestment Plan of the Company, or the issuance of any interests
in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: 9/18/95
_______
/s/Robert A. McCormick
___________________________
Robert A. McCormick
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
for
DIVIDEND REINVESTMENT PLAN
of
TRUSTCO BANK CORP NY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints ROBERT A.
McCORMICK, WILLIAM F. TERRY, ROBERT T. CUSHING and PETER A.
ZAKRISKI, and each of them, the true and lawful attorneys-in-fact
and agents for him and in his name, place or stead, in any and
all capacities, to sign and file, or cause to be filed, with the
Securities and Exchange Commission (the "Commission"), any
registration statement or statements on Form S-3 under the
Securities Act of 1933, as amended, relating to the issuance of
shares of any class of stock or other securities of TrustCo Bank
Corp NY (the "Company") in connection with the Dividend
Reinvestment Plan of the Company, or the issuance of any interests
in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: 9/19/95
_______
/s/Nancy A. McNamara
___________________________
Nancy A. McNamara
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
for
DIVIDEND REINVESTMENT PLAN
of
TRUSTCO BANK CORP NY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints ROBERT A.
McCORMICK, WILLIAM F. TERRY, ROBERT T. CUSHING and PETER A.
ZAKRISKI, and each of them, the true and lawful attorneys-in-fact
and agents for him and in his name, place or stead, in any and
all capacities, to sign and file, or cause to be filed, with the
Securities and Exchange Commission (the "Commission"), any
registration statement or statements on Form S-3 under the
Securities Act of 1933, as amended, relating to the issuance of
shares of any class of stock or other securities of TrustCo Bank
Corp NY (the "Company") in connection with the Dividend
Reinvestment Plan of the Company, or the issuance of any interests
in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: 9/19/95
_______
/s/Dr. John S. Morris
___________________________
Dr. John S. Morris
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
for
DIVIDEND REINVESTMENT PLAN
of
TRUSTCO BANK CORP NY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints ROBERT A.
McCORMICK, WILLIAM F. TERRY, ROBERT T. CUSHING and PETER A.
ZAKRISKI, and each of them, the true and lawful attorneys-in-fact
and agents for him and in his name, place or stead, in any and
all capacities, to sign and file, or cause to be filed, with the
Securities and Exchange Commission (the "Commission"), any
registration statement or statements on Form S-3 under the
Securities Act of 1933, as amended, relating to the issuance of
shares of any class of stock or other securities of TrustCo Bank
Corp NY (the "Company") in connection with the Dividend
Reinvestment Plan of the Company, or the issuance of any interests
in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: 9/19/95
_______
/s/Dr. James H. Murphy, D.D.S.
______________________________
Dr. James H. Murphy, D.D.S.
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
for
DIVIDEND REINVESTMENT PLAN
of
TRUSTCO BANK CORP NY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints ROBERT A.
McCORMICK, WILLIAM F. TERRY, ROBERT T. CUSHING and PETER A.
ZAKRISKI, and each of them, the true and lawful attorneys-in-fact
and agents for him and in his name, place or stead, in any and
all capacities, to sign and file, or cause to be filed, with the
Securities and Exchange Commission (the "Commission"), any
registration statement or statements on Form S-3 under the
Securities Act of 1933, as amended, relating to the issuance of
shares of any class of stock or other securities of TrustCo Bank
Corp NY (the "Company") in connection with the Dividend
Reinvestment Plan of the Company, or the issuance of any interests
in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: 9/19/95
_______
/s/Richard J. Murray, Jr.
___________________________
Richard J. Murray, Jr.
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
for
DIVIDEND REINVESTMENT PLAN
of
TRUSTCO BANK CORP NY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints ROBERT A.
McCORMICK, WILLIAM F. TERRY, ROBERT T. CUSHING and PETER A.
ZAKRISKI, and each of them, the true and lawful attorneys-in-fact
and agents for him and in his name, place or stead, in any and
all capacities, to sign and file, or cause to be filed, with the
Securities and Exchange Commission (the "Commission"), any
registration statement or statements on Form S-3 under the
Securities Act of 1933, as amended, relating to the issuance of
shares of any class of stock or other securities of TrustCo Bank
Corp NY (the "Company") in connection with the Dividend
Reinvestment Plan of the Company, or the issuance of any interests
in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: 9/19/95
_______
/s/Kenneth C. Petersen
___________________________
Kenneth C. Petersen
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
for
DIVIDEND REINVESTMENT PLAN
of
TRUSTCO BANK CORP NY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints ROBERT A.
McCORMICK, WILLIAM F. TERRY, ROBERT T. CUSHING and PETER A.
ZAKRISKI, and each of them, the true and lawful attorneys-in-fact
and agents for him and in his name, place or stead, in any and
all capacities, to sign and file, or cause to be filed, with the
Securities and Exchange Commission (the "Commission"), any
registration statement or statements on Form S-3 under the
Securities Act of 1933, as amended, relating to the issuance of
shares of any class of stock or other securities of TrustCo Bank
Corp NY (the "Company") in connection with the Dividend
Reinvestment Plan of the Company, or the issuance of any interests
in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: 9/19/95
_______
/s/William D. Powers
___________________________
William D. Powers
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
for
DIVIDEND REINVESTMENT PLAN
of
TRUSTCO BANK CORP NY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints ROBERT A.
McCORMICK, WILLIAM F. TERRY, ROBERT T. CUSHING and PETER A.
ZAKRISKI, and each of them, the true and lawful attorneys-in-fact
and agents for him and in his name, place or stead, in any and
all capacities, to sign and file, or cause to be filed, with the
Securities and Exchange Commission (the "Commission"), any
registration statement or statements on Form S-3 under the
Securities Act of 1933, as amended, relating to the issuance of
shares of any class of stock or other securities of TrustCo Bank
Corp NY (the "Company") in connection with the Dividend
Reinvestment Plan of the Company, or the issuance of any interests
in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: 9/19/95
_______
/s/William J. Purdy
___________________________
William J. Purdy
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
for
DIVIDEND REINVESTMENT PLAN
of
TRUSTCO BANK CORP NY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints ROBERT A.
McCORMICK, WILLIAM F. TERRY, ROBERT T. CUSHING and PETER A.
ZAKRISKI, and each of them, the true and lawful attorneys-in-fact
and agents for him and in his name, place or stead, in any and
all capacities, to sign and file, or cause to be filed, with the
Securities and Exchange Commission (the "Commission"), any
registration statement or statements on Form S-3 under the
Securities Act of 1933, as amended, relating to the issuance of
shares of any class of stock or other securities of TrustCo Bank
Corp NY (the "Company") in connection with the Dividend
Reinvestment Plan of the Company, or the issuance of any interests
in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: 9/19/95
_______
/s/William F. Terry
___________________________
William F. Terry
