Registration No. 333-____________
UNITED STATES
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 as Specified in Its Charter)
New York 14-1630287
(State of Incorporation) (I.R.S. 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 John K. Pruellage, 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, Address, Including Zip
Code, and Telephone Number,
Including Area Code, of Agent For Service)
------------------------------------
Approximate date of commencement of proposed sale 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. ___ If this form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, check the following box and list the Securities Act registration
statement number of earlier effective registration statement for the same
offering. ___ If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. ___ If delivery of the prospectus is expected
to be made pursuant to Rule 434, please check the following box. ___
CALCULATION OF REGISTRATION FEE
================================================================================
Title Of Each Amount Proposed Proposed Amount Of
Class Of To Be Maximum Maximum Registration
Securities Registered(1)(2) Offering Aggregate Fee
To Be Registered Price Offering
Per Unit(3) Price
Common Stock 1,000,000 $26.19 $26,190,000 $7,280.82
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. 333-35153) 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 Mar. 24, 1999 such date being a date within five
(5) business days prior to the date of filing of this Registration Statement.
================================================================================
<PAGE>
TRUSTCO BANK CORP NY
CROSS REFERENCE SHEET TO PROSPECTUS
Form S-3 Item Heading Prospectus Location
1. Forepart of Registration Statement and Outside Forepart of Registration
Front Cover Page of Prospectus Statement and Outside Front
Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages
of Prospectus................................ Inside Front Page of Prospectus
3. Summary Information, Risk Factors,
Ratio of Earnings to Fixed Charges........... Not Applicable
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 Registered... Not Applicable
10.Interests of Named Experts and Counsel....... Legal Matters
11.Material Changes............................. Not Applicable
12.Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13.Disclosure of Commission Position on Commission Position on
Indemnification for Securities Act Liabilities Indemnification
<PAGE>
3
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, par
value $1.00 (the "Common Stock"), 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. The Common Stock is listed on the NASDAQ National
Market System under the symbol "TRST."
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 1,000,000 additional shares of Common Stock
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 8, 1997.
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 March 24, 1999.
<PAGE>
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, 1998.
2. All other reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Exchange Act since December 31, 1998.
3. The description of the 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.
<PAGE>
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the securities offered
hereby; nor does it constitute an offer to sell or solicitation of an offer to
buy any securities in any jurisdiction to any person to whom it is unlawful to
make such offer or solicitation in such jurisdiction. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
THE PLAN
The following question and answer statements constitute the Dividend
Reinvestment Plan (the "Plan") of TrustCo Bank Corp NY (the "Company").
1. What is the purpose of the Plan?
The Plan offers shareholders of record a convenient and economical way
to increase their ownership of shares of Common Stock of the Company. Once a
participant is enrolled in the Plan, cash dividends and optional cash payments,
if any, made by the participant will be used to purchase additional shares of
Common Stock without payment of any brokerage commissions, service charges or
other fees payable with respect to such purchases. Shares of Common Stock may be
purchased directly from the Company or on the open market. To the extent that
shares of Common Stock are purchased from the Company under the Plan, the
Company will receive additional funds to be applied for general corporate
purposes.
2. Who is eligible to participate?
Each person who is a record owner of shares of Common Stock is eligible
to participate in the Plan.
3. May a participant whose shares of Common Stock are registered
in the name of a broker or nominee participate in the Plan?
No. Shareholders whose shares of Common Stock are registered in the
name of a broker or nominee must first have those shares of Common Stock
transferred to their own name in order to participate in the Plan.
4. How does an eligible shareholder participate in the Plan?
An eligible shareholder may join the Plan at any time by completing an
Authorization Form and returning it to the Administrator (hereafter defined).
Authorization Forms will be furnished initially to all shareholders and at any
time thereafter upon written or oral request directed to the Administrator. The
eligible shareholder should sign the Authorization Form.
<PAGE>
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 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 (hereafter defined) 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.
<PAGE>
7. What does it cost to participate?
Nothing. No brokerage commissions, service charges or other fees are
charged. (See Question 20.)
8. Who pays the cost of the Plan?
The Company pays the annual cost of administration and any brokerage
fees. (See Question 20).
9. What is the price of shares of Common Stock purchased from the
Company?
The purchase of shares of Common Stock from the Company, out of
treasury shares or authorized but unissued shares, will be at a price equal to
the average of the high and low prices for shares of Common Stock on the
applicable purchase date (see Question 11), as reported on the National
Association of Securities Dealers Automatic Quotation ("NASDAQ") National Market
System or such other system as may supersede it. If the applicable purchase date
is not a trading day for NASDAQ market makers, the prices on the next preceding
trading day will be used to determine the purchase price.
10. What is the price of shares of Common Stock purchased on the open
market?
Shares of Common Stock acquired by the Agent on the open market will be
purchased at such price or prices as the Agent, in its sole discretion, may deem
appropriate (in light of the paramount interest of Plan participants in
obtaining shares of Common Stock at the lowest prices reasonably attainable).
11. When are such purchases made?
Purchases will be made each week, except in weeks where the aggregate
amount of funds available for purchases does not exceed $1,000, whereupon the
Administrator may elect to hold such funds for purchases during the 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
<PAGE>
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. Optional cash payments must, however, be in the
minimum amount of $25.00.
16. How may a participant make optional cash payments?
Each optional cash payment must be in the form of a check or money order
payable in U.S. funds to Trustco Bank, National Association and be accompanied
by an Authorization Form or the cash payment form attached to any periodic
account statement. DO NOT SEND CURRENCY OR COIN.
17. Will stock certificates be issued for shares of Common Stock held
under the Plan?
Normally, certificates for shares of Common Stock purchased under the
Plan will not be issued to participants in their names, but will be registered
in the name of the Administrator or its nominee and held for the benefit of such
participant by Administrator and credited to such participant's Plan account.
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
<PAGE>
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.
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 also be treated as having
received a taxable dividend 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.
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
<PAGE>
participant's account pursuant to the optional cash payment aspect of the Plan
will begin on the day following the date of purchase.
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.
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
in the name of the Administrator or its nominee will be added to the
participant's account. Any shares of Common Stock which are issued by the
Company on shares of Common Stock registered in the name of the participant will
be mailed directly to such participant in the same manner as to shareholders who
are not participating in the Plan.
27. May the Plan be changed or discontinued?
The Company reserves the right to suspend, modify or terminate the Plan
at any time and to interpret and regulate the Plan as it deems necessary or
desirable in connection with the operation of the Plan. The Administrator
reserves the right to resign at any time upon reasonable notice to the Company
in writing and the Company may relieve the Administrator of its duties at any
time upon like notice.
All participants will receive notice of any suspension, modification or
termination of the Plan. Termination of the Plan will have the same effect and
will be accomplished as to each participant as if such participant had
completely withdrawn from participation in the Plan (see Question 20).
28. Where should correspondence regarding the Plan be directed?
All correspondence concerning the Plan should be addressed to:
Trustco Bank, National Association
Dividend Reinvestment Plan
P.O. Box 1082
Schenectady, New York 12301-1082
------------------------------------
USE OF PROCEEDS
No determination has been made as to the specific uses by the Company
of any proceeds resulting from its sale of shares of Common Stock directly to
the Plan, in part because the Company has no precise method for estimating the
number of shares that will be purchased under the Plan, the number of such
shares which will be purchased from the Company (as opposed to on the open
market), the timing or prices of such purchases. The Company currently intends
to add any such proceeds to its general funds to be used for the Company's
general corporate purposes.
COMMISSION POSITION ON INDEMNIFICATION
Sections 721-725 of the New York Business Corporation Law provide for
or permit the indemnification of directors and officers of the Registrant, a New
York corporation, under certain circumstances. Generally, a corporation may
indemnify a director or officer of the corporation against any judgments, fines,
amounts paid in settlement and reasonable expenses, if such director or officer
acted in good faith and for a purpose which he or she reasonably believed to be
in the best
<PAGE>
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, 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 is therefore unenforceable.
LEGAL MATTERS
The legality of the issue of the shares of Common Stock 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 March 1, 1999, approximately
11,041 shares of Common Stock of the Company.
EXPERTS
The consolidated annual financial statements of the Company as of
December 31, 1998 and 1997, and for each of the years in the three-year period
ended December 31, 1998, incorporated by reference herein and elsewhere in the
Registration Statement, have been incorporated herein and in the Registration
Statement in reliance upon the report incorporated by reference of KPMG LLP,
independent certified public accountants, and upon the authority of said firm as
experts in
<PAGE>
accounting and auditing. To the extent that KPMG LLP audits and reports on
consolidated financial statements of TrustCo Bank Corp NY issued at future dates
and consents to the use of their report thereon, such consolidated financial
statements will be incorporated by reference in the Registration Statement in
reliance upon their report and said authority.
<PAGE>
[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....................................12
Commission Position on Indemnification.............12
Legal Matters......................................13
Experts............................................13
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 ANY CHANGE IN THE
AFFAIRS OF TRUSTCO BANK CORP NY SINCE THE DATE HEREOF.
<PAGE>
II-8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Registration Fee:......................$ 7,280.82
Accountants' Fees*:..................... 3,000.00
Printing and Engraving*:................ 5,000.00
Blue Sky Fees and Expenses*:............ --
Legal Fees*:............................ 5,000.00
Miscellaneous Expenses*:................ 1,000.00
Total..........................$21,280.82
*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 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.
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, 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 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,
II-1
<PAGE>
exceptions and other terms and conditions of such policy, against liability for
claims made against them for any actual or alleged error or misstatement or
misleading statement or act or omission or neglect or breach of duty while
acting in their individual or collective capacities as directors or officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Act and therefore is unenforceable.
Item 16. Exhibits
The following exhibits are submitted herewith:
(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).
(23)(b) Consent of KPMG 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
II-2
<PAGE>
any material change to such information in
the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be 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
<PAGE>
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 March 24,
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 March 24, 1999.
Name Title/Position
\S\Robert A. McCormick President, Chief Executive
- ----------------------
Robert A. McCormick Officer and Director (Principal
Executive Officer)
\S\Robert T. Cushing Vice President and
- ----------------------
Robert T. Cushing Chief Financial Officer
(Principal Financial and
Accounting Officer)
* Director
Barton A. Andreoli
* Director
Lionel O. Barthold
* Director
M. Norman Brickman
* Director
Anthony J. Marinello, M.D., PhD
II-4
<PAGE>
* 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
II-5
<PAGE>
<PAGE>
EXHIBIT INDEX
Reg. S-K Exhibit Registration
Item 601 Statement
Exhibit No. Page No.*
3(a) Amended and Restated Certificate of Incorporation of the N/A
Registrant, N/A 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..........................
5 Legal Opinion of Lewis, Rice & Fingersh, L.C..............
23(a) Consent of Lewis, Rice & Fingersh, L.C. (in Legal Opinion)
23(b) Consent of KPMG LLP.......................................
24 Powers of Attorney .......................................
<PAGE>
Exhibit 3(b)
BYLAWS OF
TRUSTCO BANK CORP NY
(a New York State Corporation)
(As Amended Through August 18, 1998)
-----------------------------------------------------
ARTICLE 1
DEFINITIONS
As used in these Bylaws, 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 "Bylaws" means the initial Bylaws 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.
<PAGE>
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 sixty 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 sixty 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 Bylaws, (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.
<PAGE>
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 Bylaws, the Board may exercise all powers and perform all acts which are not
required, by the Blaws 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.
3.3 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.
<PAGE>
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 Bylaws.
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 Bylaws or in any resolution adopted by
the Board to the contrary notwithstanding, notice of any meeting of the Board
need not be given to any Director who submits a signed waiver of such notice,
whether before or after such meeting, or who attends such meeting without
protesting, prior thereto or at its commencement, the lack of notice to him.
3.9 ORGANIZATION. At each meeting of the Board, the Chief Executive Officer of
the Corporation, or in the absence of the Chief Executive Officer, a Chairman
chosen by the majority of the Directors present, shall preside. The Secretary,
or in the absence of the Secretary, a Vice President, shall act as Secretary at
each meeting of the Board.
3.10 QUORUM AND VOTING. A majority of the Entire Board shall constitute a quorum
for the transaction of business or of any specified item of business at any
meeting of the Board. The affirmative vote of a majority of the Entire Board
shall be necessary for the transaction of any business or specified item of
business at any meeting of the Board, except that the affirmative vote of
two-thirds of the Entire Board shall be necessary to change, amend or repeal any
provision of the Certificate of Incorporation or Bylaws.
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.
3.13 NOMINATIONS. Nominations for Directors, other than those made by or on
behalf of the existing management of the Corporation, shall be made in writing
and shall be delivered or mailed to the Board
<PAGE>
not less than (14) days nor more than fifty (50) days prior to any meeting of
shareholders called for the election of Directors, provided, however, that if
less than twenty-one (21) days notice of the meeting is given to shareholders,
such nominations shall be mailed or delivered to the Board not later than the
close of business on the seventh (7th) day following the day on which the notice
of meeting was mailed.
ARTICLE 4
COMMITTEES
4.1 EXECUTIVE COMMITTEE. There shall be an Executive Committee consisting of not
more than nine Directors, of which four shall constitute a quorum. All but six
of the members of such Executive Committee shall be appointed by the Board of
Directors, shall be known as permanent members and shall hold office until the
organization of the Board after the annual election next succeeding their
respective appointments. Six places on the Executive Committee shall be filled
by the Directors, other than the permanent members of the Executive Committee,
in rotation according to alphabetical order, each panel of six rotating members
serving for one calendar month. In the event that any member of the Executive
Committee is unable to attend a meeting, the Chief Executive Officer may invite
any other Director to take his place for such meeting. The Executive Committee
shall possess and exercise all of the delegable powers of the Board, except when
the latter is in session. It shall keep a record of its proceedings, and the
same shall be subject to examination by the Board at any time. All acts done and
powers and authority conferred by the Executive Committee from time to time,
within the scope of its authority, shall be and be deemed to be and may be
certified as being the act and under the authority of the Board. Meetings of the
Executive Committee shall be held at such times and places and upon such, if
any, notice as the Executive Committee shall determine from time to time,
provided that a special meeting of the Executive Committee may be called by the
Chief Executive Officer, in his discretion, and shall be called by the Chief
Executive Officer or Secretary on the written request of any three members,
three days' notice of the time and place of which shall be given in the same
manner as notices of special meetings of the Board of Directors, except that if
such notice is given otherwise than by mail, it shall be sufficient if given at
any time on or before the day preceding the meeting.
4.2 OTHER COMMITTEES. The Board, by resolution adopted by a majority of the
Entire Board, may designate from among its members such other standing or
special committees as may seem necessary or desirable from time to time.
ARTICLE 5
OFFICERS
5.1 OFFICERS. The Board may elect or appoint a Chairman and shall elect or
appoint a President, either of which it shall designate the Chief Executive
Officer and shall elect or appoint one or more Vice Presidents and a Secretary,
and such other officers as it may from time to time determine. All officers
shall hold their offices, respectively, at the pleasure of the Board. The Board
may require any and all officers, clerks and employees to give a bond or other
security for the faithful performance of their duties, in such amount and with
such sureties as the Board may determine.
5.2 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
Corporation shall have general supervision over the business of the
Corporation, subject, however, to the control of the Board and of any duly
authorized committee of Directors. The Chief Executive Officer shall, if
present, preside at all
<PAGE>
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 Bylaws, Board or applicable laws, and, in general,
he shall perform all duties incident to the office of the Chief Executive
Officer and such other duties as from time to time may be assigned to him by the
Board.
5.3 CHAIRMAN AND PRESIDENT. Either the Chairman or the President shall
be designated the Chief Executive Officer of the Corporation. The one not so
designated shall perform such duties as from time to time may be assigned to him
by the Board or by the Chief Executive Officer.
5.4 OTHER OFFICERS. All the other officers of the Corporation shall
perform all duties incident to their respective offices, subject to the
supervision and direction of the Board, the Chief Executive Officer, and the
Executive Committee, and shall perform such other duties as may from time to
time be assigned them by the Board or by the Chief Executive Officer. The
President and any Vice President may also, with the Secretary, sign and
execute, in the name of the Corporation, deeds, mortgages, bonds, contracts and
other instruments, subject to any restrictions imposed by the Bylaws, Board or
applicable laws.
ARTICLE 6
CONTRACTS, LOANS, ETC
6.1 EXECUTION OF CONTRACTS. The Board may authorize any officer, employee or
agent, in the name and on behalf of the Corporation, to enter into any contract
or execute and satisfy any instrument, and any such authority may be general or
confined to specific instances, or otherwise limited.
6.2 LOANS. The Chief Executive Officer or any other officer, employee or agent
authorized by the Board may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution or from any firm,
corporation or individual, and for such loans and advances may make, execute and
deliver promissory notes, bonds or other certificates or evidences of
indebtedness of the Corporation, and when authorized so to do may pledge and
hypothecate or transfer any securities or other property of the Corporation as
security for any such loans or advances.
6.3 SIGNATURE AUTHORITY. The Chief Executive Officer shall from time to time
authorize the appropriate officers and employees of the Corporation who are to
sign, execute, acknowledge, verify and deliver or accept all agreements,
conveyances, transfers, obligations, authentications, certificates and other
documents and instruments and to affix the seal of the Corporation to any such
document or instrument and to cause the same to be attested by the Secretary or
Assistant Secretary.
ARTICLE 7
SHARES
7.1 STOCK CERTIFICATES. Certificates representing shares of the Corporation, in
such form as shall be determined from time to time by the Board, shall be signed
by the Chief Executive Officer, the Chairman, the President, or any Vice
President and the Secretary, and may be sealed with the seal of the
<PAGE>
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
sixty days, during which no transfer of stock on the books of the Corporation
may be made and may fix a day as provided by the Business Corporation Law as of
which shareholders entitled to notice and to vote at such meeting shall be
determined.
7.4 TRANSFER AND REGISTRY AGENTS. The Corporation may from time to time maintain
one or more transfer offices or agents and registry officer or agents at such
place or places as may be determined from time to time by the Board.
7.5 LOST, DESTROYED, STOLEN AND MUTILATED CERTIFICATES. If the holder of any
shares shall notify the Corporation of any loss, destruction, theft or
mutilation of the certificate or certificates representing such shares, the
Corporation may issue a new certificate or certificates to replace the old, upon
such conditions as may be specified by the Board consistent with applicable
laws.
ARTICLE 8
EMERGENCIES
8.1 OPERATION DURING EMERGENCY. In the event of a state of emergency declared by
the President of the United States or the person performing his functions or by
the Governor of the State of New York or by the person performing his functions,
the officers and employees of the Corporation shall continue to conduct the
affairs of the Corporation under such guidance from the Directors as may be
available except as to matters which by statute require specific approval of the
Board of Directors and subject to conformance with any governmental directives
during the emergency.
8.2 OFFICERS PRO TEMPORE DURING EMERGENCY. The Board of Directors shall have
power, in the absence or disability of any officer, or upon the refusal of any
officer to act, to delegate and prescribe such officer's powers and duties to
any other officer for the time being.
8.3 DISASTER. In the event of a state of emergency resulting from disaster of
sufficient severity to prevent the conduct and management of the affairs and
business of the Corporation by the Directors and officers as contemplated by
these Bylaws, any two or more available members of the Executive
<PAGE>
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 Bylaws, 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 Bylaws. In the event of the
unavailability, at such time, of at least two members of the Executive
Committee, any three available Directors may constitute themselves the Executive
Committee pro tem for the full conduct and management of the affairs and
business of the Corporation in accordance with the provisions of this Article,
until such time as the incumbent Board or a reconstituted Board is capable of
assuming full conduct and management of such affairs and business.
ARTICLE 9
SEAL
9.1 SEAL. The Board may adopt a corporate seal which shall be in the form of a
circle and shall bear the full name of the Corporation and the year and State of
its incorporation.
ARTICLE 10
FISCAL YEAR
10.1 FISCAL YEAR. The fiscal year of the Corporation shall be determined, and
may be changed, by resolution of the Board.
ARTICLE 11
VOTING OF SHARES HELD
11.1 VOTING OF SHARES 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.
<PAGE>
ARTICLE 12
AMENDMENTS TO BYLAWS
12.1 AMENDMENTS. The Bylaws or any of them may be altered, amended, supplemented
or repealed, or new Bylaws may be adopted by a vote of the holders of at least
two-thirds of the shares entitled to vote at any regular or special meeting of
shareholders, or by a vote of at least two- thirds of the Entire Board of
Directors at any regular or special meeting thereof, provided notice of such
proposed changes has been set forth in the notice of meeting of shareholders or
Directors.
ARTICLE 13
INDEMNIFICATION OF DIRECTORS AND OFFICERS
13.1 In addition to authorization provided by law, the Directors are authorized,
by resolution, to provide indemnification or to advance expenses to any Officer
or Director seeking such 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.
<PAGE>
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
Bylaws of TrustCo Bank Corp NY, and that the same are in full force and effect
at this date.
/s/William F. Terry
-----------------------
Secretary
August 18, 1998
------------------------
Date
<PAGE>
Exhibit 5
March 25, 1999
The Board of Directors
TrustCo Bank Corp NY
320 State Street
Schenectady, New York 12305
Re: Registration on Form S-3 of 1,000,000 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 1,000,000 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,
/s/LEWIS, RICE & FINGERSH, L.C.
-------------------------------
LEWIS, RICE & FINGERSH, L.C.
<PAGE>
Exhibit 23(a)
(See Exhibit 5)
<PAGE>
Exhibit 23(b)
II-16
Exhibit 23
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 related to the registration of additional shares for the Dividend
Reinvestment Plan of TrustCo Bank Corp NY 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
--------------
KPMG LLP
Albany, NY
March 24, 1999
<PAGE>
Exhibit 24
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
for
DIVIDEND REINVESTMENT PLAN
of
TRUSTCO BANK CORP NY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints ROBERT
A. McCORMICK, WILLIAM F. TERRY 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: March 16, 1999
/s/ Barton A. Andreoli
__________________________
Barton A. Andreoli
<PAGE>
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: March 16, 1999
/s/ Lionel O. Barthold
__________________________
Lionel O. Barthold
<PAGE>
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: March 16, 1999
/s/ M. Norman Brickman
__________________________
M. Norman Brickman
<PAGE>
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: March 16, 1999
/s/ Anthony J. Marinello, M.D., PhD
__________________________
Anthony J. Marinello, M.D., PhD
<PAGE>
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: March 16, 1999
/s/ Nancy A. McNamara
__________________________
Nancy A. McNamara
<PAGE>
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: March 16, 1999
/s/ John S. Morris, PhD
__________________________
John S. Morris, PhD
<PAGE>
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: March 16, 1999
/s/ James H. Murphy, D.D.S.
__________________________
James H. Murphy, D.D.S.
<PAGE>
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: March 16, 1999
/s/ Richard J. Murray, Jr.
__________________________
Richard J. Murray, Jr.
<PAGE>
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: March 16, 1999
/s/ Kenneth C. Petersen
__________________________
Kenneth C. Petersen
<PAGE>
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: March 16, 1999
/s/ William D. Powers
__________________________
William D. Powers
<PAGE>
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: March 16, 1999
/s/ William J. Purdy
__________________________
William J. Purdy
<PAGE>
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: March 16, 1999
/s/ William F. Terry
__________________________
William F. Terry
<PAGE>
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:March 16, 1999
/s/Robert A. McCormick
-----------------------
Robert A. McCormick
