Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
TRUSTCO BANK CORP NY
(Exact Name of Company as Specified in Its Charter)
New York 14-1630287
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
320 State Street, Schenectady, New York 12305
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1995 TRUSTCO BANK CORP NY STOCK OPTION PLAN
(Full Title of the Plan)
WILLIAM F. TERRY
Secretary
TrustCo Bank Corp NY
320 State Street
Schenectady, New York 12305
(Name and Address of Agent For Service)
(518) 377-3311
(Telephone Number, Including Area Code,
of Agent For Service)
Copies to:
John K. Pruellage, Esq.
Lewis, Rice & Fingersh, L.C.
500 North Broadway, Suite 2000
St. Louis, Missouri 63102
(314) 444-7600
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title Of Amount Maximum Maximum Amount Of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered(1) Per Share(2) Offering Price Fee
===============================================================================
Common Stock,
($1.00 par value) 1,175,000 $28.06 $32,970,500 $9,165.00
===============================================================================
(1) The securities registered hereunder include securities issued
pursuant to the terms of the Amended and Restated 1995 TrustCo Bank Corp NY
Stock Option 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 457(h) represents the average of the high and low
reported prices for the Company's common stock as reported on the NASDAQ
National Market System on ________ __, 1999, such date being a date within five
(5) business days prior to the date of filing of this Registration Statement.
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PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Information contained in the following documents of TrustCo Bank Corp
NY (the "Company") filed with the Securities and Exchange Commission (the
"Commission") is incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, as filed with the Commission pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act");
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1998;
(c) The description of the Company's common stock contained in the
Company's Registration Statement on Form S-4 under the Securities Act of 1933,
Registration No. 33-40379, 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 reports and other documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents.
Item 4. Description of Securities
This item is inapplicable since the securities to be offered are
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
The legality of the issue of the shares of the Company's common stock
offered hereunder has been passed upon for the Company by Lewis, Rice &
Fingersh, L.C., St. Louis, Missouri. Members of, and attorneys employed by,
Lewis, Rice & Fingersh, L.C., owned directly or indirectly as of March 1, 1999,
approximately 11,041 shares of Common Stock of the Company.
Item 6. 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 Company, 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 or she 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.
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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, 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 Company's Bylaws, as amended,
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 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 therefore is unenforceable.
Item 7. Exemption from Registration Claimed
This item is inapplicable.
Item 8. Exhibits
The following exhibits are submitted herewith or incorporated by
reference herein.
Exhibit
Number Exhibit
4(a) Amended and Restated Certificate of Incorporation of
TrustCo Bank Corp NY is incorporated by reference herein
from TrustCo Bank Corp NY's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997.
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4(b) Amended and Restated By-Laws of TrustCo Bank Corp NY are
incorporated by reference herein from TrustCo Bank Corp
NY's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998.
5(a) Opinion of Lewis, Rice & Fingersh, L.C.
10(a) Amended and Restated 1995 TrustCo Bank Corp NY Stock Option
Plan.
23(a) Consent of KPMG LLP.
23(b) Consent of Lewis, Rice & Fingersh, L.C. (included as part
of Exhibit 5(a)).
24 Powers of Attorney.
99 Statement of KPMG LLP.
Item 9. Undertakings
(a) The Company 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, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or 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 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.
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(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
The Registrant. 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-8 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 18 May,1999.
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 18 May, 1999.
Name Title/Position
President, Chief Executive
Robert A. McCormick Officer and Director
(Principal Executive Officer)
Vice President and
Robert T. Cushing Chief Financial Officer
(Principal Financial and
Accounting Officer)
* Director
Barton A. Andreoli
* Director
Lionel O. Barthold
* Director
M. Norman Brickman
* Director
Anthony J. Marinello, M.D., PhD
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* Director
Nancy A. McNamara
* 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
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<PAGE>
TRUSTCO BANK CORP NY
FORM S-8 REGISTRATION STATEMENT
Exhibit Index
Exhibits Page*
4(a) Amended and Restated Certificate of Incorporation
of TrustCo Bank Corp NY is incorporated by reference
herein from TrustCo Bank Corp NY's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997...... N/A
4(b) Amended and Restated By-Laws of TrustCo Bank Corp NY
are incorporated by reference herein from TrustCo Bank
Corp NY's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998............................. N/A
5(a) Opinion of Lewis, Rice & Fingersh, L.C............... ____
10(a) Amended and Restated 1995 TrustCo Bank Corp NY Stock
Option Plan.......................................... ____
23(a) Consent of KPMG LLP.................................. ____
23(b) Consent of Lewis, Rice & Fingersh, L.C. (included as
part of Exhibit 5(a)................................ ____
24 Powers of Attorney................................... ____
99 Statement of KPMG LLP................................. ____
_________________
*Only pages of the manually signed original of the Registration Statement are
numbered sequentially.
<PAGE>
Exhibit 5(a)
<PAGE>
LEWIS, RICE & FINGERSH, L.C.
ATTORNEYS AT LAW
500 N. BROADWAY, SUITE 2000
ST. LOUIS, MISSOURI 63102-2147
TEL (314) 444-7600 WWW.LRF.COM FAX (314) 241-6056
May 18, 1999
TrustCo Bank Corp NY
320 State Street
Schenectady, New York 12305
Re: Registration on Form S-8 of 1,175,000 Shares
of Common Stock for Issuance Pursuant to the Amended
and Restated 1995 TrustCo Bank Corp NY Stock Option Plan
Ladies and Gentlemen:
In connection with the registration with the Securities and Exchange
Commission of 1,175,000 shares of common stock, $1.00 par value 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 the
Securities in connection with the Amended and Restated 1995 TrustCo Bank Corp NY
Stock Option Plan (the "Plan").
As counsel to the Company, we have participated in the preparation of
the Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Registration Statement") with respect to the Securities. We have
examined and are familiar with the Company's Articles of Incorporation, 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
Plan, be legally issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Sincerely,
LEWIS, RICE & FINGERSH, L.C.
/s/ LEWIS, RICE & FINGERSH, L.C.
<PAGE>
Exhibit 10(a)
<PAGE>
AMENDED AND RESTATED 1995 TRUSTCO BANK CORP NY
STOCK OPTION PLAN
WHEREAS, TrustCo Bank Corp NY (the "Company")desires to establish the
Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan (the "Plan");
NOW, THEREFORE, the Company does hereby establish the Plan as follows:
SECTION 1: PURPOSE
This Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan
(the "Plan") has been established by TrustCo Bank Corp NY (the "Company") to
advance the interests of the Company and its stockholders by providing to
certain key employees an opportunity to acquire equity ownership in the Company
and the incentive advantages inherent in that equity ownership.
SECTION 2: DEFINITIONS
When capitalized and used in this Plan, each of the following terms or
phrases has the indicated meaning, unless a different meaning is clearly implied
by the content:
"Adoption Date" means the date this Plan is duly adopted by the Board.
"Board" means the Company's Board of Directors.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee"
means the Committee to be appointed by the Board from time
to time and to consist of three or more members of the Board
who have not been eligible to receive options under the Plan
at any time within a period of one year immediately
preceding the date of their appointment to such Committee.
"Company" means TrustCo Bank Corp NY and its subsidiaries.
"Disability"
means a Participant's termination of employment by the
Company or a Participating Subsidiary by reason of his
permanent and total disability, as defined in Code Section
22(e)(3).
"Eligible Employee"
means any executive or other key managerial employee of the
Company or any Participating Subsidiary who has been
designated by the Board as eligible to participate in the
Plan and who is a full-time, salaried employee of the
Company or any Participating Subsidiary, provided he is so
employed at the date any Stock Option is granted to him.
"Fair Market Value"
means the current fair market value of any Stock subject to
a Stock Option. During such time as the Stock is not listed
on an established stock exchange, fair market value per
share shall be the mean between the closing dealer "bid" and
"ask" prices for the Stock as quoted by NASDAQ for the day
of the grant and if "bid" and "ask" prices are quoted for
the day of the grant, the fair market value shall be
determined by reference to such prices on the next
preceding day on which such prices were quoted. If the Stock
is listed on an established stock exchange or exchanges,
the fair market value shall be
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deemed to be the highest closing price of the Stock on such
stock exchange or exchanges on the day the option is granted
or, if no sale of Stock has been made on any stock exchange
on that day, the fair market value shall be determined by
reference to such price for the next preceding day on which
a sale occurred. In the event that Stock is not traded on an
established stock exchange, and no closing dealer "bid" and
"ask" prices are available, then the purchase price shall be
100 percent of the fair market value of one share of Stock
on the day the option is granted, as determined by the
Committee in good faith. The purchase price shall be subject
to adjustment only as provided in Section 9 of the Plan.
"Incentive Stock Option"
means an option granted to a Participant under this Plan to
purchase the Company's Stock, which is designated as an
Incentive Stock Option and which satisfies the requirements
of Code section 422, as amended.
"Nonqualified Stock Option"
means an option granted to a Participant under this Plan to
purchase the Company's Stock and which is not an Incentive
Stock Option.
"Option Agreement"
means the written agreement executed between the Participant
and the Company evidencing the award of Stock Options under
this Plan, as more particularly described in Section 7.
"Participant"
means any Eligible Employee who has been awarded any Stock
Option(s) under this Plan and his heirs, legatees, or
personal representatives who may succeed to his interests
under any Option Agreement at his death.
"Participating Subsidiary"
means a Subsidiary some or all whose employees have been
designated as eligible Employees by the Board.
"Plan"
means the Amended and Restated 1995 TrustCo Bank Corp NY
Stock Option Plan as embodied in this document including all
amendments to this document made from time to time.
"Shareholder-Employee"
means any Eligible Employee who at the time an Incentive
Stock Option is to be granted to him under this Plan owns
(within the meaning of Code Section 422(b)(6) and (c)(5))
more than 10 percent of the combined voting power of all
classes of the Company's Stock or of its parent or
subsidiary companies (if any).
"Stock"
means shares of the Company's common stock, which may be
either authorized but unissued shares or treasury shares.
"Stock Appreciation Right"
means a right, granted to a Participant concurrently with
the grant of a Nonqualified Stock Option, to receive a cash
payment from the Company upon the partial or complete
cancellation of that option by a Participant. Each Option
Agreement may provide that the Participant may from time to
time elect to cancel all or any portion of the Option then
subject to exercise, in which event the Company's obligation
in respect of such Option may be discharged by payment to
the Participant of an amount in cash equal to the excess, if
any, of the Fair Market Value at the time of cancellation of
the shares subject to the Option or the portion thereof so
cancelled, over the
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aggregate purchase price for such shares as set forth in the
Option Agreement. In the event of such a cancellation, the
number of shares as to which such Option was cancelled shall
not become available for use under the Plan.
"Stock Option"
or "Option" means a right granted under this Plan to
purchase Company Stock, including a Nonqualified Stock
Option or an Incentive Stock Option.
"Subsidiary"
means a corporation of which stock possessing 50% or more of
the total combined voting power of all classes of its stock
entitled to vote generally in the election of directors is
owned in the aggregate by the Company directly or indirectly
through one or more Subsidiaries.
SECTION 3: PLAN ADMINISTRATION
The Plan is to be administered by the Committee except as otherwise
provided in the Plan. Subject to all other Plan provisions, the Committee is
expressly empowered to:
1. select the Eligible Employees who are to receive Stock Options and
Stock Appreciation Rights under this Plan from time to time and grant those
Options and Stock Appreciation Rights;
2. determine the time(s) at which Stock Options and Stock Appreciation Rights
are to be granted;
3. determine the number of shares of Stock to be subject to a Stock Option
granted to any Participant;
4. determine the option price and term of each Stock Option granted under this
Plan (including whether it is to be an Incentive Stock Option or Nonqualified
Stock Option) and all other terms and conditions to be included in the Option
Agreement relating to any Stock Options under this Plan;
5. determine the duration and purposes of leaves of absence which may be
granted to a Participant without constituting a termination of employment or
service for purposes of the Plan;
6. determine all matters of interpretation of the Plan and any Option
Agreement, and the Committee's decision is to be binding and conclusive on
all persons;
7. determine, in its sole discretion, whether the Company is to accept Stock
previously acquired by a Participant as payment of the option price for Stock
Options granted under this Plan or whether the Company will permit payment via
the simultaneous exercise of Stock Options and sale of the Stock acquired
pursuant thereto;
8. prescribe, amend and rescind all rules and regulations relating to the Plan
and its operations;
9. in the event of the Company's or a Participating Subsidiary's merger,
consolidation, dissolution or liquidation, accelerate the exercise date and
expiration date for any unexercised Stock Options then outstanding; and
10. make all other determinations and decisions and take all further actions
deemed necessary or advisable for the Plan's administration.
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Notwithstanding any conflicting Plan provision, the Board reserves the
right, by written resolution duly adopted by the Board, to terminate from time
to time any and all powers delegated to the Committee by the express Plan
provisions and, in that event, those Committee powers so terminated by the Board
shall revert to and be fully exercisable by the Board to the same extent as they
were exercisable by the Committee, provided that no termination of the
Committee's powers shall be retroactively effective. Any termination of the
Committee's powers under this Plan shall not be deemed a Plan amendment. No
Committee or Board member may participate in the decision to award any Stock
Option or Stock Appreciation Right under this Plan to himself. Neither the Board
nor the Committee may, without the Participant's consent, change the terms and
conditions of any Option Agreement after its execution, except to the extent
that the Agreement may, by its terms, be so amended.
SECTION 4: PLAN EFFECTIVE DATE AND DURATION
This Plan is effective as of the Adoption Date, subject, however, to
the Plan's approval by the Company's shareholders either on or before the
Adoption Date or within the 12-month period following the Adoption Date. If
shareholder approval is not so obtained, all Stock Options, Stock Appreciation
Rights and Option Agreements granted under this Plan shall automatically be null
and void, ab initio. No Stock Option may be granted under this Plan at any date
which is 10 years or more after the Adoption Date.
SECTION 5: AMENDMENTS AND TERMINATIONS
This Plan may be amended, suspended, terminated or reinstated, in whole
or in part, at any time by the Board; provided, however, that without the
approval of the Company's stockholders, the Board may not:
1. except as provided in Section 9, increase the number of shares of Stock
subject to Stock Options issued under this Plan;
2. extend the maximum period during which a Stock Option may be exercised;
3. extend the maximum period during which Incentive Stock Options may be
granted under this Plan; or
4. change the class of Eligible Employees.
SECTION 6: SHARES SUBJECT TO THE PLAN
1. The total number of shares available for grants of Stock Options under
this Plan is 3,000,050, subject to the adjustments under Section 9. The shares
may be either authorized but unissued shares or treasury shares. If a Stock
Option or a portion thereof expires or terminates for any reason without being
exercised in full, the unpurchased shares covered by the Option are to be
available for future Stock Option grants under this Plan
2. The maximum aggregate number of shares of Stock with respect to which
Stock Options may be granted in any one fiscal year to any single Employee
shall be 500,000.
SECTION 7: GRANTS OF OPTIONS
1. Nonqualified Stock Options may be granted to any Eligible Employee,
at the time(s) and upon such terms and conditions as may be selected by the
Committee. At the time of grant of
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a Nonqualified Stock Option, the Committee may, in its discretion, also grant to
the Eligible Employee Stock Appreciation Rights for the total number of shares
subject to that Option. The grant of a Nonqualified Stock Option and, if
appropriate, Stock Appreciation Rights shall be evidenced by an Option Agreement
between the Eligible Employee and the Company containing any terms and
conditions specified by the Committee, but including the terms described in
Section 8.
2. Incentive Stock Options may be granted to any Eligible Employee, at the
time(s) and upon such terms and condition as may be selected by the
Committee, subject, nevertheless to the following:
(a) The aggregate Fair Market Value, determined at the time the Incentive
Stock Option is granted, of the shares with respect to which Incentive Stock
Options are exercisable for the first time by an Eligible Employee during any
calendar year (under all stock option plans of the Company and its Subsidiaries
to which the provisions of Section 422 of the Code apply) shall not exceed
$100,000.
(b) The grant shall be evidenced by an Option Agreement between the
Company and the Eligible Employee containing any terms and conditions specified
by the Committee, except that those terms and conditions must conform with
Section 8 and must be consistent with the requirements for an "incentive stock
option" as described in Code Section 422(b).
SECTION 8: TERMS OF OPTIONS AGREEMENT
All Option Agreements issued under this Plan must include terms that
are consistent with the following:
1. The Participant shall be entitled to purchase the number of shares
subject to the Stock Option, upon his exercise of that Option, at a price no
less than 100% of the Stock's Fair Market Value at the date of the grant;
provided, however, that in the case of an Incentive Stock Option granted to a
Shareholder-Employee, the option price is to be no less than 110% of that Fair
Market Value.
2. At the option's exercise, the option price may be paid in cash or
cash equivalent -- that is, by certified check, bank draft or postal or express
money orders made payable to the Company's order in U.S. dollars. Alternatively,
in the Committee's sole discretion, the option price may be paid, in whole or in
part, by the Participant's exchange of Company Stock previously acquired by him,
based on that Stock's Fair Market Value at the date of exchange or via the
simultaneous exercise of Stock Options and sale of the Stock acquired pursuant
thereto. However, no Company Stock may be accepted in payment of the option
price upon exercise of an Incentive Stock Option, if that Stock was acquired by
the Participant's previous exercise of an Incentive Stock Option unless that
Stock has been held by the Participant for more than 2 years after the date that
previous Option was granted and more than 1 year after the date that previous
Option was exercised.
3. The Option may not be exercisable after the earlier of the following
dates:
(a) If (i) the Option is an Incentive Stock Option but the
Participant is not a Shareholder-Employee at the date of grant, or (ii) the
Option is not an Incentive Stock Option, the date 10 years after the date of
grant;
(b) If the Participant is a Shareholder-Employee at the date grant and
the Option is an Incentive Stock Option, the date 5 years after the date of
grant;
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(c) If the Participant's employment terminates for reasons other than his
death or Disability or retirement, the date three months after the date his
employment terminates;
(d) If the Participant terminates employment as a result of
Disability or retirement, the date described in Item 3(a) or 3(b), whichever is
applicable;
(e) If the Participant dies, the date prescribed by the Committee, except
that no Option shall be exercisable after the date described in Item 3(a) or
3(b) of Section 8, whichever is applicable.
If the Option is an Incentive Stock Option and the Participant's employment
terminates due to Disability or retirement, the tax treatment available pursuant
to Code Section 422 upon the exercise of an Incentive Stock Option will not be
available to a Participant who exercises any Incentive Stock Option more than
(a) three months after the date of the termination of employment due to
retirement or (b) twelve months after the date of termination of employment due
to Disability. If the Option is an Incentive Stock Option and the Participant
dies, the tax treatment available pursuant to Code Section 422 upon the exercise
of an Incentive Stock Option will not be available to the Participant's estate
or any person who acquires the Option by bequest or inheritance or by reason of
the death of the Participant unless the Participant was eligible for such tax
treatment at the time of his death.
Notwithstanding the foregoing, the committee, in its discretion, may
further limit the period during which all or any portion of a Stock Option may
be exercised and may accelerate the time at which an Option maybe exercised.
4. Acceleration and the immediate right to exercise options in full will
occur upon a change in control of the Company, which is defined to include any
one or more the following:
(a) a contract providing for a merger or consolidation of the Company
with or into another entity (except in the case where the Company is the
surviving entity and the merger does not affect the stock interest of the
stockholders of the Company) or a sale of substantially all the assets of the
Company is executed;
(b) a single entity or individual (including any related parties to such
entity or individual) acquires 20% or more of the outstanding stock of the
Company; or
(c) a situation occurs in which, during any period of 12
consecutive months, individuals who at the beginning of such period were members
of the Board cease for any reason to constitute at least a majority of the
Board, unless the nomination or election of each new director was approved by at
least two-thirds of the directors then still in office who were directors at the
beginning of such period.
Upon exercise of an Option during the 60-day period from and after the
date of a change of control, the Participant exercising the Option may, in lieu
of the receipt of Stock upon the exercise of the Option, elect by written notice
to the Company to receive an amount in cash equal to the excess of the aggregate
Value (as defined below) of the shares of Stock covered by the Option or portion
thereof surrendered determined on the date the Option is exercised, over the
aggregate exercise price of the Option (such excess is referred to herein as the
"Aggregate Spread"); provided, however, and notwithstanding any other provision
of this Plan, if the end of such 60-day period from and after the date of a
change of control is within six months of the date of grant of an Option held by
a Participant who is an officer of the Company (for purposes of Section 16(b) of
the Exchange Act), such Option shall be canceled in exchange for a cash payment
to the Participant equal to the Aggregate Spread on the day which is six months
and one day after the date of grant of such Option. As used in this Section
12(a)(iii)
6
<PAGE>
the term "Value" means the higher of (i) the highest Fair Market
Value during the 60-day period from and after the date of a change of control,
and (ii) if the change of control is the result of a transaction or series of
transactions described in paragraphs (a) or (b) above, the highest price per
share of the Stock paid in such transaction or series of transactions (which in
the case of paragraph (b) shall be the highest price per share of the Stock as
reflected in a Schedule 13D by the person having made the acquisition).
Notwithstanding the foregoing, if any right granted pursuant to this paragraph
would make a change of control transaction ineligible for pooling of interests
accounting under APB No. 16 that but for this paragraph would otherwise be
eligible for such accounting treatment, Stock (having a Fair Market Value equal
to the cash otherwise payable hereunder) shall be substituted for the cash
payable hereunder.
5. The Stock Option(s) and any related Stock Appreciation Rights
may be exercised during such Participant's lifetime, only by the Participant
and, after his death, only by his heirs legatees or personal representatives who
succeed to his interest under the Option Agreement. The Option Agreement, the
Stock Options and the Stock Appreciation Rights issued under this Plan shall not
be transferable by the Participant other than by will or by the laws of descent
and distribution; provided, however, in addition to non-transferable Stock
Options, the Committee may grant Nonqualified Stock Options that are
transferable, without payment of consideration, to (i) revocable trusts for the
benefit of immediate family members which qualify as grantor trusts for Federal
income tax purposes, (ii) by gift to immediate family members, and (iii) to
partnerships whose only partners are immediate family members. The Committee may
also amend outstanding Nonqualified Stock Options to provide for such
transferability. Notwithstanding the foregoing, in the event that a transferable
Nonqualified Stock Option is transferred as permitted herein, such Nonqualified
Stock Option(s) may be exercised by such transferee. The transferee of a
transferable Nonqualified Stock Option is subject to all conditions applicable
to the transferable Nonqualified Stock Option prior to its transfer.
6. The aggregate Fair Market Value (determined at the time the
Option is granted) of the stock with respect to which Incentive Stock Options
are exercisable for the first time by such individual during any calendar year
(under all such plans of the individual's employer corporation and its parent
and subsidiary corporation) shall not exceed $100,000.
7. The acceleration provisions of Section 8, Items 4 and 8 of the Plan
shall override restrictions contained in Section 8, Item 6.
8. If a Participant's employment terminates by his death, Disability
or retirement, the exercise of each Option shall accelerate and become
exercisable in full upon such termination, and shall remain exercisable
throughout the period permitted for exercise as described in Item 3 of this
Section 8.
9. If a Participant dies during the period which he or she could have
exercised an Option under Item 3 of Section 8 of the Plan, then the Option may
be exercised by the executors or administrators of the Participant's estate, or
by any person or persons who may have acquired the Option, directly from the
Participant by bequest or inheritance within a period prescribed by the
Committee after the Participant's death, except that no Option shall be
exercisable after its expiration date as defined in Item 3(a) or 3(b) of Section
8, whichever is applicable.
SECTION 9: RECAPITALIZATION
The number of shares of Stock subject to this Plan, the number of
shares of Stock covered by each outstanding Option (and any corresponding Stock
Appreciation Rights), and the price per share in each Option, are to be
proportionately adjusted for any increase or decrease in the number of issued
shares of Company Stock resulting from a subdivision or consolidation of shares
or the payment of a
7
<PAGE>
stock dividend (but only on the Company's common stock) or
any other increase or decrease in the number of those shares effected without
receipt of consideration by the Company.
Subject to any required action by the Stockholders if the Company shall
be the surviving corporation in any merger or consolidation, each outstanding
Stock Option (and any corresponding Stock Appreciation Rights) shall pertain to
and apply to the securities to which a holder of the number of shares of stock
subject to that Option would have been entitled. A dissolution or liquidation of
the Company, a proposed sale of substantially all of the assets of the Company,
or a merger or consolidation in which the Company is not the surviving
Corporation, shall cause each outstanding Option (and any corresponding stock
Appreciation Rights) to terminate as of a date to be fixed by the Board;
provided that no less than 30 days written notice of the date so fixed shall be
given to each Optionee, and each Optionee shall have the right, during the
period of 30 days preceding such termination, to exercise his option as to all
or any part of the shares covered thereby, including shares as to which such
option would not otherwise be exercisable.
The foregoing adjustments shall be made by the Committee. Fractional
shares resulting from any adjustment in options pursuant to this Section 9 may
be settled as the Committee or the Board (as the case may be) shall determine.
SECTION 10: GOVERNMENT AND OTHER REGULATIONS
No Option shall be exercisable, no Stock shall be issued, no
certificate for shares of Stock shall be delivered, and no payment shall be made
under this Plan except in compliance with all applicable federal and state laws
and regulations. The Company shall have the right to rely on the opinion of its
counsel as to such compliance. Any share certificate issued to evidence Stock
for which an Option is exercised may bear such legends and statements as the
Committee may deem advisable to assure compliance with federal and state laws
and regulations. No Option shall be exercisable, no Stock shall be issued, no
certificate for shares shall be delivered, and no payment shall be made under
this Plan until the Company has obtained such consent or approval as the
Committee may deem advisable from regulatory bodies having jurisdiction over
such matters.
SECTION 11: INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification that they may have
as officers or directors, the Committee members shall be indemnified by the
Company against the reasonable expenses, including attorneys' fees actually and
necessarily incurred in connection with the Plan's administration and the
defense of any action, suit, or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reasons of any action
taken or failure to act under or in connection with the Plan or any Option or
Stock Appreciation Right granted thereunder. The Committee members are also to
be indemnified against all amounts paid by them in settlement thereof (provided
that settlement is approved by independent legal counsel selected by the
Company) or paid by them in satisfaction of a judgment in any such action, suit
or proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such Committee member is liable for gross
negligence or willful misconduct in the performance of his/her duties; provided
that within 60 days after institution of any such action, suit or proceeding a
Committee member shall in writing offer the Company the opportunity, at its own
expense, to handle and defend the same.
SECTION 12: MISCELLANEOUS
The adoption of this Plan, its operation, or any documents describing
or referring to this Plan (or any part thereof) shall not confer upon any
employee any right to continue in the employ of the Company
8
<PAGE>
or in any way affect any right and power of the Company to terminate the
employment of any employee at any time with or without assigning a reason
thereof.
This Plan, insofar as it provides for grants, shall be unfunded, and
the Company shall not be required to segregate any assets that may at any time
be represented by grants under the Plan. Any liability of the Company to any
person with respect to any grant under this Plan shall be based solely upon any
contractual obligations which may be created pursuant to this Plan. No such
obligation of the Company shall be deemed to be secured by any pledge of, or
other encumbrance on, any property of the Company.
The Company shall deduct from any payment, or otherwise collect from
the recipient, any taxes required to be withheld by federal, state or local
governments in connection with any Stock Option. The recipient may elect,
subject to approval by the Committee, to have shares of Stock withheld by the
Company in satisfaction of such taxes, or to deliver other shares of stock owned
by the recipient in satisfaction of such taxes. The number of shares to be
withheld or delivered shall be calculated by reference to the Fair Market of the
appropriate class or series of Stock on the date that such taxes are determined.
SECTION 13: WITHHOLDING
The Plan shall be administered in the State of New York and the
validity, construction, interpretation, administration and effect of the Plan
shall be determined solely in accordance with the laws of that State.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed on
this 18th day of May, 1999.
TRUSTCO BANK CORP NY
By: /s/Robert A. McCormick
By: Robert A. McCormick
Title: President and Chief Executive Officer
9
<PAGE>
Exhibit 23(a)
KPMG
515 BROADWAY
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-8 related to the registration of additional shares for the Amended and
Restated 1995 TrustCo Bank Corp NY Stock Option Plan filed by TrustCo Bank Corp
NY under the Securities Act of 1933 of our audit report dated January 22, 1999,
relating to the consolidated statements of condition of TrustCo Bank Corp NY and
subsidiaries as of December 31, 1998 and 1997, 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, 1998, which report
appears in the December 31, 1998 Annual Report on Form 10-K of TrustCo Bank Corp
NY.
/s/ KPMG LLP
May 17, 1999
<PAGE>
LEWIS, RICE & FINGERSH, L.C.
ATTORNEYS AT LAW
500 N. BROADWAY, SUITE 2000
ST. LOUIS, MISSOURI 63102-2147
TEL (314) 444-7600 WWW.LRF.COM FAX (314) 241-6056
May 18, 1999
TrustCo Bank Corp NY
320 State Street
Schenectady, New York 12305
Re: Registration on Form S-8 of 1,175,000 Shares
of Common Stock for Issuance Pursuant to the Amended
and Restated 1995 TrustCo Bank Corp NY Stock Option Plan
Ladies and Gentlemen:
In connection with the registration with the Securities and Exchange
Commission of 1,175,000 shares of common stock, $1.00 par value 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 the
Securities in connection with the Amended and Restated 1995 TrustCo Bank Corp NY
Stock Option Plan (the "Plan").
As counsel to the Company, we have participated in the preparation of
the Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Registration Statement") with respect to the Securities. We have
examined and are familiar with the Company's Articles of Incorporation, 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
Plan, be legally issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Sincerely,
LEWIS, RICE & FINGERSH, L.C.
/s/ LEWIS, RICE & FINGERSH, L.C.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
for
AMENDED AND RESTATED
1995 TRUSTCO BANK CORP NY STOCK OPTION 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-8 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 Amended and Restated 1995 TrustCo Bank Corp NY Stock
Option 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: May 18, 1999
/s/Barton A. Andreoli
Barton A. Andreoli
<PAGE>
POWER OF ATTORNEY
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
for
AMENDED AND RESTATED
1995 TRUSTCO BANK CORP NY STOCK OPTION 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-8 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 Amended and Restated 1995 TrustCo Bank Corp NY Stock
Option 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: May 18, 1999
/s/Lionel O. Barthold
Lionel O. Barthold
<PAGE>
POWER OF ATTORNEY
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
for
AMENDED AND RESTATED
1995 TRUSTCO BANK CORP NY STOCK OPTION 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-8 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 Amended and Restated 1995 TrustCo Bank Corp NY Stock
Option 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: May 18, 1999
/s/M. Norman Brickman
M. Norman Brickman
<PAGE>
POWER OF ATTORNEY
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
for
AMENDED AND RESTATED
1995 TRUSTCO BANK CORP NY STOCK OPTION 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-8 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 Amended and Restated 1995 TrustCo Bank Corp NY Stock
Option 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: May 18, 1999
/s/Anthony J. Marinello, M.D., Phd
Anthony J. Marinello, M.D., PhD
<PAGE>
POWER OF ATTORNEY
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
for
AMENDED AND RESTATED
1995 TRUSTCO BANK CORP NY STOCK OPTION 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-8 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 Amended 1995 TrustCo Bank Corp NY Stock Option 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: May 18, 1999
/s/Nancy A. McNamara
Nancy A. McNamara
<PAGE>
POWER OF ATTORNEY
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
for
AMENDED AND RESTATED
1995 TRUSTCO BANK CORP NY STOCK OPTION 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-8 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 Amended and Restated 1995 TrustCo Bank Corp NY Stock
Option 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: May 18, 1999
/s/John S. Morris, PhD
John S. Morris, PhD
<PAGE>
POWER OF ATTORNEY
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
for
AMENDED AND RESTATED
1995 TRUSTCO BANK CORP NY STOCK OPTION 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-8 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 Amended and Restated 1995 TrustCo Bank Corp NY Stock
Option 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: May 18, 1999
/s/James H. Murphy, D.D.S.
James H. Murphy, D.D.S.
<PAGE>
POWER OF ATTORNEY
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
for
AMENDED AND RESTATED
1995 TRUSTCO BANK CORP NY STOCK OPTION 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-8 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 Amended and Restated 1995 TrustCo Bank Corp NY Stock
Option 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: May 18, 1999
/s/Richard J. Murray, Jr.
Richard J. Murray, Jr.
<PAGE>
POWER OF ATTORNEY
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
for
AMENDED AND RESTATED
1995 TRUSTCO BANK CORP NY STOCK OPTION 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-8 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 Amended and Restated 1995 TrustCo Bank Corp NY Stock
Option 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: May 18, 1999
/s/Kenneth C. Petersen
Kenneth C. Petersen
<PAGE>
POWER OF ATTORNEY
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
for
AMENDED AND RESTATED
1995 TRUSTCO BANK CORP NY STOCK OPTION 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-8 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 Amended and Restated 1995 TrustCo Bank Corp NY Stock
Option 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: May 18, 1999
/s/William D. Powers
William D. Powers
<PAGE>
POWER OF ATTORNEY
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
for
AMENDED AND RESTATED
1995 TRUSTCO BANK CORP NY STOCK OPTION 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-8 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 Amended and Restated 1995 TrustCo Bank Corp NY Stock
Option 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: May 18, 1999
/s/William J. Purdy
William J. Purdy
<PAGE>
POWER OF ATTORNEY
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
for
AMENDED AND RESTATED
1995 TRUSTCO BANK CORP NY STOCK OPTION 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-8 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 Amended and Restated 1995 TrustCo Bank Corp NY Stock
Option 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: May 13, 1999
/s/William F. Terry
William F. Terry
<PAGE>
POWER OF ATTORNEY
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
for
AMENDED AND RESTATED
1995 TRUSTCO BANK CORP NY STOCK OPTION 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-8 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 Amended 1995 TrustCo Bank Corp NY Stock Option 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: May 18, 1999
/s/Robert A. McCormick
Robert A. McCormick
<PAGE>
Exhibit 99
KPMG
515 Broadway
Albany, NY 12207
The Board of Directors
TrustCo Bank Corp NY:
Re: Registration Statement on Form S-8 related to the registration of
additional shares for the Amended and Restated 1995 TrustCo Bank Corp NY Stock
Option Plan.
With respect to the subject Registration Statement on Form S-8 filed by TrustCo
Bank Corp NY under the Securities Act of 1933, we acknowledge our awareness
of the use therein of our report dated April 12, 1999 related to our review of
consolidated interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
/s/ KPMG LLP
May 17, 1999
