Registration No. 333-____________
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 14-1630287
(State of Incorporation) (IRS Employer
Identification
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, Suite 2000
Schenectady, New York 12305 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 only 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 500,000 $26.38 $13,190,000 $3,996.97
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 provide 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 2, 1997 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 Statement Forepart of Registration
and Outside Front Cover Statement and Outside Front
Page of Prospectus Cover Page of Prospectus
2. Inside Front and Outside Back Cover Inside Front Page of
Pages of Prospectus Prospectus
3. Summary Information, Risk Factors, Not Applicable
Ratio of Earnings to Fixed Charges
4. Use of Proceeds The Plan; Use of Proceeds
5. Determination of Offering Price Not Applicable
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 Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation of Certain
Information by Reference Information by Reference
13. Disclosure of Commission Position Commission Position
on Indemnification for on Indemnification
Securities Act Liabilities
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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 500,000 additional 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 September 26,
1995.
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 8, 1997.
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, 1996.
2. All other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Exchange Act since
December 31, 1996; 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.
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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 or
her 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
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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 the Trust Department of Trustco
Bank, National Association 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 determines to
purchase shares of common stock on the open market with the dividends,
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) trading 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.
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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 week next following 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) trading 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
or her previously-owned shares of Common Stock in those months in
which a dividend has been declared, the amount of his or her 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.
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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 or she 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 or her
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.
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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 or her 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 or her 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 actual sale
price for shares sold.
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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 or she 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 or her account (or cash, if the participant elects to
have the Agent sell his or her 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 or she 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.
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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 or her to vote the shares of Common Stock
registered in his or her 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.
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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 or her conduct was unlawful.
Article XI 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 Bylaws 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 or her acts were
committed in bad faith or were the result of an
10
act of deliberate dishonesty and were material to the cause of
action so adjudicated, or that he or she personally gained in
fact a financial profit or other advantage to which he was not entitled.
Pursuant to Employment Agreements between the Company and certain
of its executive officers, the Company provides that it shall
indemnify such executives for acts or decisions made by such
executives in good faith while performing services for the Company,
and the Company 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 the
Company 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 August 5, 1997, approximately 8,349
shares of Common Stock of the Company.
EXPERTS
The consolidated annual financial statements of the Company as of
December 31, 1996 and 1995, and for each of the years in the three-year
period ended December 31, 1996, 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. To the extent that KPMG Peat
Marwick LLP audits and reports on financial statements of TrustCo Bank
Corp NY issued at future dates and consents to the use of their report
thereon, such financial statements will be incorporated by reference
in the Registration Statement in reliance upon their report and said
authority.
11
[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
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
___________________________________________
Registration Fee:. . . . . . . . . . . . . . . .$ 3,996.97
Accountants' Fees*:. . . . . . . . . . . . . . . .1,000.00
Printing and Engraving*: . . . . . . . . . . . . .1,000.00
Blue Sky Fees and Expenses*: . . . . . . . . . . . .500.00
Legal Fees*: . . . . . . . . . . . . . . . . . . .5,000.00
Miscellaneous Expenses*: . . . . . . . . . . . . . .500.00
Total . . . . . . . . . . . . . . . . . . .$11,996.97
*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 or her conduct was unlawful.
Article XI 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 Bylaws 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 or her 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 or she personally gained in fact a financial profit or other
advantage to which he or she 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
executives in good faith while performing services for the Registrant,
and the 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 the
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.
II-1
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:
(3) (b) Amended Bylaws of the Registrant.
(5) Legal Opinion of Lewis, Rice & Fingersh, L.C.
(23) (a) Consent of Lewis, Rice & Fingersh, L.C. (included in
Legal 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
II-2
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 a 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.
II-3
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 8, 1997.
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 8, 1997.
Name Title/Position
- --------------------------- ----------------------
/s/ Robert A. McCormick President, Chief Executive
- --------------------------- Officer and Director
Robert A. McCormick (Principal Executive Officer)
/s/ Robert T. Cushing Vice President and
- ----------------------------- Chief Financial
Robert T. Cushing Officer
(Principal Financial
and
Accounting Officer)
*
- ----------------------------- Director
Barton A. Andreoli
*
- ----------------------------- Director
Lionel O. Barthold
*
- ----------------------------- Director
M. Norman Brickman
*
- ----------------------------- Director
Anthony J. Marinello, M.D., PhD
*
- ----------------------------- Director
Nancy A. McNamara
II-4
*
- ----------------------------- Director
John S. Morris, PhD
*
- ----------------------------- 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
* By:/s/ William F. Terry
--------------------
William F. Terry
Attorney-in-Fact
II-5
EXHIBIT INDEX
Reg. S-K Registration
Item 601 Statement
Exhibit No. Exhibit Page No.
- ------------ -------- --------------
3(a) Amended and Restated Certificate of N/A
Incorporation of the Registrant,
incorporated by reference from the
Registrant's Quarterly Report on
Form 10-Q as filed with the
Securities and Exchange Commission
on August 7, 1997.
3(b) Amended Bylaws of the Registrant II-7
5 Legal Opinion of Lewis, Rice & II-9
Fingersh, L.C.
23(a) Consent of Lewis, Rice & Fingersh, II-11
L.C. (in Legal Opinion)
23(b) Consent of KPMG Peat Marwick LLP. II-12
24 Powers of Attorney II-14
II-6
Exhibit 3(b)
II-7
Exhibit 3(b)
BY-LAWS OF
__________
TRUSTCO BANK CORP NY
____________________
(a New York State Corporation)
(As Amended Through May 20, 1997)
_____________________________________________________
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.
-1-
II-8
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-
II-8
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 75 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-
II-8
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.
-4-
II-8
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
-5-
II-8
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.
-6-
II-8
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.
-7-
II-8
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 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.
-8-
II-8
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.
-9-
II-8
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.
-10-
II-8
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 indemnification 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.
-11-
II-8
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
6/9/97
________________________
Date
-12-
II-8
Exhibit 5
II-9
Exhibit 5
Lewis, Rice & Fingersh
A Limited Liability Company
Attorneys at Law
500 N. Broadway, Suite 2000
St. Louis, Missouri 63102-2147
Angela Fick Braly [email protected] TEL (314) 444-7600
DIRECT (314) 444-7675 FAX (314) 241-6056
September 4, 1997
The Board of Directors
TrustCo Bank Corp NY
320 State Street
Schenectady, New York 12305
Re: Registration on Form S-3 of 500,000 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 500,000 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.
St. Louis, Missouri * Kansas City, Missouri * Clayton, Missouri * Jefferson
City, Missouri * Washington, Missouri * Belleville, Illinois * Hays, Kansas *
Leawood, Kansas
II-10
Exhibit 23(a)
(See Exhibit 5)
II-11
Exhibit 23(b)
II-12
Exhibit 23(b)
KPMG Peat Marwick LLP
74 North Pearl St.
Albany, NY 12207
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 24, 1997, relating to the consolidated statements of
condition of TrustCo Bank Corp NY and subsidiaries as of
December 31, 1996 and 1995, 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, 1996, which report appears in the December 31, 1996
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. 115, "Accounting
for Certain Investments in Debt and Equity Securities," Statement of
Financial Accounting Standards No. 114, "Accounting by Creditors
for Impairment of a Loan," and Statement of Financial Accounting
Standards No. 118, "Accounting by Creditors for Impairment of a
Loan-Income Recognition and Disclosures."
/s/KPMG Peat Marwick LLP
Albany, NY
September 5, 1997
Member Firm of KPMG International
Exhibit 24
II-14
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 and ROBERT T. CUSHING, 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 attorneys-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: August 19, 1997
/s/ Barton A. Andreoli
__________________________
Barton A. Andreoli
II-15
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 and ROBERT T. CUSHING, 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 attorneys-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: August 19, 1997
/s/ Lionel O. Barthold
__________________________
Lionel O. Barthold
II-16
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 and ROBERT T. CUSHING, 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 attorneys-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: August 19, 1997
/s/ M. Norman Brickman
__________________________
M. Norman Brickman
II-17
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 and ROBERT T. CUSHING, 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 attorneys-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: August 19, 1997
/s/ Anthony J. Marinello, M.D., PhD
__________________________
Anthony J. Marinello, M.D., PhD
II-18
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 and ROBERT T. CUSHING, 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 attorneys-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: August 19, 1997
/s/ Nancy A. McNamara
__________________________
Nancy A. McNamara
II-19
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 and ROBERT T. CUSHING, 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 attorneys-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: August 19, 1997
/s/ John S. Morris, PhD
__________________________
John S. Morris, PhD
II-20
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 and ROBERT T. CUSHING, 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 attorneys-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: August 19, 1997
/s/ James H. Murphy, D.D.S.
__________________________
James H. Murphy, D.D.S.
II-21 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 and ROBERT T. CUSHING, 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 attorneys-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: August 19, 1997
/s/ Richard J. Murray, Jr.
__________________________
Richard J. Murray, Jr.
II-22
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 and ROBERT T. CUSHING, 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 attorneys-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: August 19, 1997
/s/ Kenneth C. Petersen
__________________________
Kenneth C. Petersen
II-23
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 and ROBERT T. CUSHING, 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 attorneys-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: August 19, 1997
/s/ William D. Powers
__________________________
William D. Powers
II-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 and ROBERT T. CUSHING, 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 attorneys-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: August 19, 1997
/s/ William J. Purdy
__________________________
William J. Purdy
II-25
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 and ROBERT T. CUSHING, 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 attorneys-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: August 19, 1997
/s/ William F. Terry
__________________________
William F. Terry
II-26
