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Exhibit 3(i)a
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
TRUSTCO BANK CORP N Y
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
WE, THE UNDERSIGNED, Robert A. McCormick and William F. Terry, being
respectively, the President and Chief Executive Officer and the Secretary of
TrustCo Bank Corp N Y (the "Corporation"), certify:
1. The name of the Corporation is TrustCo Bank Corp N Y.
2. The Certificate of Incorporation was filed by the Department
of State on the twenty-eighth day of October, 1981. A restated
Certificate of Incorporation was filed by the Department of
State on the fifteenth day of July, 1988 and an Amendment to
the Certificate of Incorporation was filed by the Department
of State on the twenty-ninth day of August, 1991. An
additional Restated Certificate of Incorporation was filed by
the Department of State on the sixth day of August, 1993.
Additional amendments to the Certificate of Incorporation were
filed by the Department of State on June 5, 1996, June 5, 1997
and October 2, 1997.
3. a. The Certificate of Incorporation is amended to increase the
number of authorized shares of common stock of the par value
of $1 per share from 50,000,000 shares to 100,000,000 shares.
b. To effect the foregoing, Section 4.1 of Article IV of the
Amended and Restated Certificate of Incorporation is hereby
stricken out in its entirety, and the following new Article IV
is substituted in lieu thereof:
4.1 The total number of shares of Common Stock which the
Corporation shall have authority to issue is 100,000,000
shares of the par value of $1 per share.
The total number of shares of Preferred Stock which the
Corporation shall have authority to issue is 500,000 shares at
the par value of $10 per share.
The Board of Directors of the Corporation shall have the
authority to provide for the issuance of the Preferred Stock
on one or more series, with such voting powers, full or
limited, but not to exceed one vote per share, or without
voting powers, and with such designations, conversion rights,
redemption prices, dividend rates and similar matters,
including preferences over shares of Common Stock or other
series of Preferred Stock as to dividends or distributions of
assets and
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relative participation, option or other special rights, and
qualifications, limitations or restrictions thereof, as shall
be set forth in resolutions providing for the issuance thereof
that may be adopted by the Board of Directors.
4. The amendment to the Certificate of Incorporation does not reduce
stated capital.
5. The amendment to the Certificate of Incorporation was authorized by
a majority vote of the Board of Directors, followed by a vote of the
holders of a majority of the Corporation's outstanding shares
entitled to vote thereon, at a meeting of shareholders.
IN WITNESS WHEREOF, we have signed this Certificate of Amendment on the
18th day of May, 1999.
/s/ Robert A. McCormick
--------------------------------------
Robert A. McCormick
President and Chief Executive Officer
/s/ William F. Terry
--------------------------------------
William F. Terry
Secretary
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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
TRUSTCO BANK CORP NY
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
We, Robert A. McCormick and William F. Terry, being respectively, the
President and Chief Executive Officer and Secretary of TrustCo Bank Corp NY,
certify:
FIRST. The name of the Corporation is TRUSTCO BANK CORP NY.
SECOND. The Certificate of Incorporation was filed by the Department of
State on the twenty-eighth day of October, 1981. An Amended and Restated
Certificate of Incorporation was filed by the Department of State on the
fifteenth day of July 1988, and an Amendment to the Amended and Restated
Certificate of Incorporation was filed by the Department of State on the
twenty-ninth day of August 1991. A further Amended and Restated Certificate of
Incorporation was filed by the department of state on the sixth day of August
1993, and Amendments to the Amended and Restated Certificate were filed by the
Department of State on the fifth day of June 1996, and the fifth day of June
1997.
THIRD. The Certificate of Incorporation of the Corporation is restated as
set forth in its entirety below. The Restated Certificate of Incorporation
restates the text of the Certificate of Incorporation as amended on June 5, 1996
and June 5, 1997, which amendments (i) increased the number of authorized shares
of common stock set forth in Section 4.1 of Article IV from 25,000,000 shares to
50,000,000 shares and (ii) changed the number of directors of the Corporation
set forth in Article VI. This Restated Certificate of Incorporation also changes
the process address as set forth in Article V. No additional changes or
amendments are being made pursuant to this restatement.
FOURTH. The Certificate of Incorporation, as amended and restated, is set
forth below:
Article I
Name
1. The name of the corporation is:
TrustCo Bank Corp N Y
(hereinafter called the "Corporation").
Article II
Purposes
2. Subject to any limitation provided in the Business Corporation Law or
any other statute of the State of New York, and except as otherwise specifically
provided in this Certificate, the purposes for which the Corporation is formed
are:
2.1 To the extent that a corporation formed under the Business Corporation
Law of the State of New York may lawfully do
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so, to acquire, own, control, hold with power to vote, deal in and with, and
dispose of, in any manner, interests in financial institutions, including,
without limitation, banks, trust companies, savings banks, national banking
associations, savings and loan associations, industrial banks, investment banks,
service banks, safe deposit companies, credit unions, and mutual trust
investment companies, located within or without the State of New York, and to
acquire, own, control, hold with power to vote, deal in and with, and dispose
of, in any manner, interests in any other companies, corporations, partnerships,
trusts, unincorporated associations, joint stock associations, and other
entities, which are engaged in activities related to the business of banking.
2.2 To the extent that a corporation formed under the Business Corporation
law of the State of New York may lawfully do so, to engage in, carry on,
conduct, and participate in activities, enterprises and businesses permitted to
be engaged in, carried on, conducted and participated in by bank holding
companies under applicable provisions of law and also research, experimenting,
manufacturing, assembling, building, erecting, trading, buying, selling,
collecting, distributing, wholesaling, retailing, importing, exporting,
processing, compounding, producing, refining, synthesizing, mining, extracting,
growing, liquidating, dismantling, demolishing, servicing, promoting, exhibiting
and publishing activities, enterprises and businesses; and also any activities,
enterprises, ventures and businesses similar or incidental to any of the
foregoing.
2.3 To create, acquire, hold, deal in and with, and dispose of, in any
manner, any legal or equitable interest in real property and chattels real, and,
without limiting the generality of the foregoing, to purchase, receive, take (by
grant, gift, devise, bequest or otherwise), own, hold, improve, employ, use,
operate, manage, repair, control, maintain, sell, assign, transfer, convey,
exchange, lease, alter, construct, mortgage or encumber real property, whether
improved or unimproved, and structures and improvements on real property, or
leaseholds, or any other legal or equitable interests or rights therein.
2.4 To create, acquire, hold, deal in and with, and dispose of, in any
manner, any legal or equitable interest in tangible or intangible personal
property, and, without limiting the generality of the foregoing, to make,
purchase, receive, take (by grant, gift, bequest, lease, exchange or otherwise),
own, hold, improve, employ, use, operate, manage, repair, control, maintain,
process, import, export, sell, assign, transfer, convey, exchange, lease or
otherwise dispose of, mortgage, pledge or otherwise encumber or in any manner to
exploit, turn to account, trade or deal in or with, personal property, whether
tangible or intangible, or any other legal or equitable interests or rights
therein.
2.5 To make, create, apply for, renew, take (by grant, gift, bequest or
otherwise), purchase, lease or otherwise acquire, to hold, own, register, use,
operate, to sell, assign, license, lease, transfer, exchange or otherwise
dispose of, to mortgage, pledge
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or otherwise encumber, to acquire or grant licenses with respect to, or in any
manner to exploit, turn to account, trade or deal in or with, copyrights,
trademarks, service marks, designs, inventions, discoveries, improvements,
developments, processes, formulas, patents, trade names, labels, prints, or any
interest or right, whether legal or equitable, therein.
2.6 To purchase, take (by grant, gift, bequest or otherwise), receive,
subscribe for, invest in or otherwise acquire, own, hold, employ, sell, lend,
lease, exchange, transfer, assign, or otherwise dispose of, mortgage, pledge,
use, and otherwise deal in and with, or in respect of shares, stock, bonds,
debentures, warrants, rights, scrip, notes, evidences of indebtedness,
certificates of interest or participation in profit-sharing agreements,
collateral trust certificates, preorganization certificates and subscriptions,
investment contracts, voting trust certificates, certificates of deposit or
other securities or obligations of any kind by whomsoever issued (whether or not
engaged in similar or different businesses, governmental or other activities);
to exercise in respect thereof all powers and privileges of individual or
corporate ownership or interest therein, including the right to vote thereon (by
proxy or otherwise) for any and all purposes; to consent or otherwise act with
respect thereto, without limitation and to issue in exchange therefor the
Corporation's shares, stock, bonds, debentures, warrants, rights, scrip, notes,
evidences of indebtedness, or other securities or obligations of any kind.
2.7 To make contracts, incur debts and other liabilities, and borrow money
on such terms and at such rate of interest as the Corporation may determine; and
to mortgage, pledge, convey, assign, in trust or otherwise encumber or dispose
of, the property, good will, franchises or other assets of the Corporation,
including contract rights and including after-acquired property.
2.8 To lend money, with or without security; provided that the Corporation
shall not have the power to engage in the business of banking.
2.9 To issue, reissue, sell, assign, exchange, pledge, negotiate or
otherwise dispose of, to purchase, receive, take, own, hold or otherwise
acquire, to deal in or with, or to cancel, shares, stock, bonds, debentures,
warrants, rights, scrip, notes, evidences of indebtedness or other securities or
obligations of the corporation of any kind, whether secured or unsecured, and
whether or not convertible into or subordinated to any other class of
securities.
2.10. In furtherance of its corporate business, to guarantee or assume
liability for the payment of the principal of, or dividends or interest on, or
sinking fund payments in respect of, shares, stock, bonds, debentures, warrants,
rights, scrip, notes, evidences of indebtedness, certificates of interest or
participation in profit-sharing agreements, collateral trust certificates,
preorganization certificates and subscriptions, investment contracts, voting
trust certificates, certificates of
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deposit, or other securities or obligations of any kind by whomsoever issued;
and to guarantee or assume liability for the performance of any other contract
or obligation, made or issued by any domestic or foreign corporation,
partnership, association, trustee, group, individual or entity; and, when
authorized in any manner provided by law, to give any guaranty although not in
furtherance of the Corporation's purposes.
2.11 In furtherance of its corporate business, to be a promoter, partner,
co-venturer, member, associate or manager of other business enterprises or
ventures, or to be an agent thereof, or to the extent permitted in any
jurisdiction to be an incorporator of other corporations of any kind or type.
2.12 To cause to be formed under the laws of any state or country, to
control or in any manner participate in the management of, to reorganize, merge,
consolidate, and to liquidate or dissolve any corporation, association or
organization of any kind.
2.13 To engage in, carry on, conduct and/or participate in any activity,
enterprise or business which is similar or related to any activity, enterprise
or business herein set forth, or which is capable of being conveniently carried
on incidental to any such activity, enterprise or business or which may directly
or indirectly protect or enhance the value of any of the rights or property of
the Corporation.
2.14 To engage in, carry on, conduct and/or participate in any general or
specific branch or phase of the activities, enterprises or businesses authorized
in this Certificate in the State of New York or in any other state of the United
States and in all foreign countries, and in all territories, possessions and
other places, and in connection with the same, or any thereof, to be and acts
either as principal, agents, contractors or otherwise.
2.15 To do everything necessary, suitable, convenient or proper for the
accomplishment, attainment or furtherance of, to do every other act or thing
incidental to, appurtenant to, growing out of or connected with, the purposes
set forth in this Certificate, whether alone or in association with others; to
possess all the rights, powers and privileges now or hereafter conferred by the
laws of the State of New York upon a corporation organized under the Business
Corporation Law of the State of New York (as the same may be amended from time
to time) or any statute which may be enacted to supplement or replace it, and,
in general, to carry on any of the activities and to do any of the things herein
set forth to the same extent and as fully as a natural person or a partnership,
association, corporation, or other entity, or any of them, might or could do;
provided that nothing herein set forth shall be construed as authorizing the
Corporation to possess any purpose, object, or power, or to do any act or thing
forbidden by law to a corporation organized under the Business Corporation Law
of the State of New York.
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The foregoing provisions of this Article shall be construed as purposes,
objects and powers, and each as an independent purpose, object and power, in
furtherance, and not in limitation, of the purposes, objects and powers granted
to the Corporation by the laws of the State of New York; and except as otherwise
specifically provided in any such provision, no purpose, object or power herein
set forth shall be in any way limited or restricted by reference to, or
inference from, any other provision of this Certificate.
Article III
Office
The office of the corporation is to be located in the City of Schenectady,
County of Schenectady, and State of New York.
Article IV
Number of Shares; Preemptive Rights Denied
4.1 The total number of shares of Common Stock which the Corporation shall
have authority to issue is 50,000,000 shares of the par value of $1 per share.
The total number of shares of Preferred Stock which the Corporation shall
have authority to issue is 500,000 shares of the par value of $10 per share.
The Board of Directors of the Corporation shall have the authority to
provide for the issuance of the Preferred Stock in one or more series, with such
voting powers, full or limited, but not to exceed one vote per share, or without
voting powers, and with such designations, conversion rights, redemption prices,
dividend rates and similar matters, including preferences over shares of Common
Stock or other series of Preferred Stock as to dividends or distributions of
assets and relative participation, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be set forth in
resolutions providing for the issuance thereof that may be adopted by the Board
of Directors.
4.2 No holder of shares of the Corporation shall be entitled as of right
to subscribe for, purchase or receive any new or additional shares of any class,
whether now or hereafter authorized, or any notes, bonds, debentures or other
securities convertible into, or carrying options or warrants to purchase, shares
of any class; but all such new or additional shares of any class, or notes,
bonds, debentures or other securities convertible into, or carrying options or
warrants to purchase, shares of any class may be issued or disposed of by the
Board of Directors to such persons and on such terms as it, in its absolute
discretion, may deem advisable.
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Article V
Designation of Secretary of State; Mailing Address
5. The Secretary of State is designated as the agent of the Corporation
upon whom process in any action or proceeding against the Corporation may be
served, and the address to which the Secretary of State shall mail a copy of
process in any action or preceding against the Corporation which may be served
upon him is:
320 State Street
Schenectady, NY 12301
Attn: Corporate Secretary
Article VI
Directors; Election and Classification
6. The entire Board of Directors, consisting of not less than seven (7)
members and not more than twenty (20) members, shall be divided into three (3)
classes of not less than two (2) members each, which classes are hereby
designated as Class A, Class B and Class C. The number of directors of Class A
shall equal one-third (1/3) of the total number of directors as determined in
the manner provided in the Bylaws (with any fractional remainder to count as
one); the number of directors of Class B shall equal one-third (1/3) of said
total number of directors (or the nearest whole number thereto); and the number
of Directors in Class C shall equal said total number of directors minus the
aggregate number of Directors in Classes A and B. At the election of the first
Board of Directors, the class of each of the members then elected shall be
designated. The term of office of each member then designated as a Class A
director shall expire at the annual meeting of shareholders next ensuing, that
of each member then designated as a Class B director at the annual meeting of
shareholders one year thereafter, and that of each member then designated as a
Class C director at the annual meeting of shareholders two years thereafter. At
each annual meeting of shareholders held after the election and classification
of the first Board of Directors, directors to succeed those whose terms expire
at such annual meeting shall be elected to hold office for a term expiring at
the third succeeding annual meeting of shareholders and until their respective
successors are elected and have qualified or until their respective earlier
displacement from office by resignation, removal or otherwise.
The Board of Directors of the Corporation shall have the authority to
establish from time to time the exact number of directors, as shall be set forth
in resolutions that may be adopted by the Board of Directors.
Article VII
Duration
7. The duration of the Corporation is to be perpetual.
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Article VIII
Shareholders - Quorum, Voting and Special Meetings
8. The holders of at least a majority of the outstanding Voting Stock of
the Corporation shall be present in person or by proxy at any meeting of
shareholders in order to constitute a quorum for the transaction of any
business, and the affirmative vote of at least a majority of the Corporation's
outstanding Voting Stock shall be needed to approve any matter on which such
shareholders are entitled to vote except that the affirmative vote or request,
as the case may be, of at least two-thirds of the Corporation's Voting Stock
shall be needed to effect a change, modification or repeal of any provision in
the Certificate of Incorporation or By-Laws and to call a Special Meeting of
shareholders. This provision does not affect those circumstances under which
shareholders may call a Special Meeting for the election of directors as a
matter of law and the right of management to call shareholder meetings as set
forth in the By-Laws.
Article IX
Quorum and Voting Requirements at Directors' Meeting
9. A majority of the Board of Directors shall be present at any meeting
of Directors in order to constitute a quorum for the transaction of any
business. The affirmative vote of a majority of the entire Board of Directors
shall be necessary for the transaction of any business or specified item of
business, except as otherwise provided in this Certificate, and except that, the
affirmative vote of two-thirds of the entire Board of Directors shall be
necessary to change, amend or repeal any provision of the Certificate of
Incorporation or By-Laws.
Article X
Business Combination
10.1 Shareholder Approval of Business Combinations -- Maximum Vote.
(A) Except as otherwise expressly provided in Section 10.2 of this Article
10, the approval of any Business Combination (as hereinafter defined) shall, in
addition to any affirmative vote required by law or any other provision of this
Certificate of Incorporation or any preferred stock designation of the
Corporation, require the affirmative vote of the holders of not less than
two-thirds of the shares of the Corporation then entitled to vote generally in
the election of directors of the Corporation (hereinafter in this Article X
referred to as "Voting Stock"), voting together as a single class, with each
share of Voting Stock to have one (1) vote.
(B) The term "Business Combination" as used in this Article X shall mean:
(i) any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (a) any Substantial
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Shareholder (as hereinafter defined) or (b) any other corporation which, after
such merger or consolidation, would be a Substantial Shareholder, regardless of
which entity survives;
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Substantial Shareholder of all or any significant part of the assets of the
Corporation or any Subsidiary, or both, with a "significant part of the assets"
to be defined as more than ten percent (10%) of the total assets of such entity
as shown on its audited statement of condition as of the end of the most recent
fiscal year ending prior to the time the particular transaction is announced;
(iii) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of any Substantial
Shareholder; or
(iv) any transaction involving the Corporation or any Subsidiary,
including any issuance, transfer or reclassification of any securities of, or
any recapitalization of, the Corporation or any Subsidiary, or any merger or
consolidation of the Corporation with any Subsidiary (whether or not involving a
Substantial Shareholder), if the transaction would have the effect, directly or
indirectly, of increasing the proportionate share of the outstanding shares of
any class of equity or convertible securities of the Corporation or any
Subsidiary which is owned directly or indirectly by a Substantial Shareholder.
10.2 Exception to Maximum Vote Requirement.
The provision of Section 10.1 of this Article X shall not be applicable to
any Business Combination, and such Business Combination shall require only such
affirmative shareholder vote as is required by law or otherwise, if, in the case
of a Business Combination which does not involve any cash or other consideration
being received by shareholders of the Corporation (in their capacities as
shareholders), the condition specified in the following paragraph (i) is met,
or, in the case of any Business Combination, either the condition specified in
the following paragraph (i) is met or the condition specified in the following
paragraph (ii) is met:
(i) the Business Combination shall have been approved by two-thirds
of the Disinterested Directors (as hereinafter defined), it being understood
that this condition shall not be capable of satisfaction unless there is at
least one Disinterested Director.
(ii) the consideration to be received per share by holders of Common
Stock of the Corporation and by holders of each other class of Voting Stock
outstanding, if any, shall be Fair Consideration (as hereinafter defined).
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10.3 Definitions.
(A) "Fair Consideration" shall mean,
(i) in the case of shares of Common Stock, an amount in cash or
readily available funds at least equal to the highest of the following (whether
or not the Substantial Shareholder has previously acquired such shares):
(a) the highest per share price paid by the Substantial
Shareholder for any such shares acquired by it within the three-year period
immediately preceding the first public announcement of the proposal of the
Business Combination (hereinafter referred to as the "Announcement Date"), plus
an "Interest Adjustment" of such price, as defined hereafter in this Section
10.3(A);
(b) the highest reported per share price at which such shares
were publicly traded during the three-year period immediately preceding the
Announcement Date, plus an "Interest Adjustment" of such price, as defined
hereafter in this Section 10.3(A);
(c) the per share fair market value of such shares on the
Announcement Date, plus an "Interest Adjustment" of such value, as defined
hereafter in this Section 10.3(A); or
(d) the book value per share of Common Stock as of the end of
the latest fiscal quarter preceding the Announcement Date, plus an "Interest
Adjustment" of such value, as defined hereafter in this Section 10.3(A).
(ii) and in the case of shares of any class of Voting Stock of the
Corporation outstanding, an amount in cash or readily available funds at least
equal to the highest of the following (whether or not the Substantial
Shareholder has previously acquired any such shares);
(a) the highest per share price paid by the Substantial
Shareholder for any such shares acquired by it within the three-year period
immediately preceding the Announcement Date, plus an "Interest Adjustment" of
such price, as defined hereafter in this Section 10.3(A);
(b) the highest reported per share price at which such shares
were public traded during the three-year period immediately preceding the
Announcement Date, plus an "Interest Adjustment" of such price, as defined
hereafter in this Section 10.3(A);
(c) the per share fair market value of such shares on the
Announcement Date, plus an "Interest Adjustment" of such value, as defined
hereafter in this Section 10.3(AA); or
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(d) the highest preferential amount per share to which the
holders of such shares are entitled in the event of voluntary or involuntary
liquidation or dissolution of the Corporation.
An "Interest Adjustment" of any price or value per share for a class of
shares under this Section 10.3(A) shall equal an amount of interest on such
price or value compounded annually from the Announcement Date until the
Consummation Date of the Business Combination (the "Consummation Date"), or, in
the case of subdivisions (a) and (b) in each of the subsections (A)(i) and
(A)(ii) in this Section 10.3, from the date the Substantial Shareholder first
became a Substantial Shareholder (the "Determination Date") until the
Consummation Date, at a market prime rate of interest as may be determined from
time to time by a majority of the Disinterested Directors, less the aggregate
amount of any cash dividends per share paid on such class of shares during such
period up to but not in excess of such amount of interest.
(B) "Substantial Shareholder" shall mean and include any individual,
corporation, partnership or other person or entity (other than the Corporation
or any Subsidiary) which, together with its "Affiliates" and "Associates" (as
such terms were defined as of December 11, 1984, in Rule 12b-2 under the
Securities Exchange Act of 1934, is the "Beneficial Owner" (as determined in
accordance with the criteria set forth as of December 11, 1984, under Rule 13d-3
under the Securities Exchange Act of 1934) in the aggregate of more than five
percent (5%) of the voting power of the then-outstanding Voting Stock of the
Corporation of any Affiliate or Associate of any such individual, corporation,
partnership or other person or entity.
(C) "Subsidiary" shall mean any corporation of which a majority of any
class of equity security is owned, directly or indirectly, by the Corporation.
(D) "Disinterested Director" shall mean any member of the Board of
Directors of the Corporation (the "Board") who is unaffiliated with the
Substantial Shareholder and who was a member of the Board prior to the
Determination Date or became a member of the Board after the Determination Date
and was recommended or elected by a majority of Disinterested Directors then on
the Board.
10.4 Interpretative Power of Disinterested Directors.
A majority of the Disinterested Directors from time to time shall have the
power and duty to determine, on the basis of facts known to them after
reasonable inquiry, all facts necessary to determine compliance with this
Article X, including, without limitation, (1) whether a person or entity is a
Substantial Shareholder, (2) whether the price in a proposed Business
Combination is Fair Consideration, (3) the number of shares of Voting Stock
beneficially owned by any person or entity at any given time, and (4) the fair
market value as of any given date of the shares of any class of Voting Stock.
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10.5 Alteration, Amendment and Repeal
Notwithstanding any other provision of this Certificate of Incorporation
or any provision of law or any preferred stock designation of the Corporation
which might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of the Voting
Stock required by law or this Certificate of Incorporation or any preferred
stock designation of this Corporation, the affirmative vote of the holders of at
least two-thirds of the voting power of the then-outstanding shares of Voting
Stock, voting together as a single class, shall be required to alter, amend or
repeal, or to adopt any provision inconsistent with, this Article X or any
provision of this Article X.
Article XI
Limitation of Personal Liability
11. To the fullest extent that the Business Corporation Law of the State
of New York, as the same exists or may hereafter be amended, permits elimination
or a limitation of the liabilities of directors, no director of the corporation
shall be liable to the corporation, or its shareholders for any breach of duty
in such capacity. Any repeal or modification of this Article by the shareholders
of the corporation shall be prospective only and shall not adversely affect any
elimination or limitation of the personal liability of a director of the
corporation for acts or omissions occurring prior to the effective date of such
repeal or modification.
FIFTH. These Amendments were authorized by votes of the Board of
Directors, followed by votes of the holders of a majority of all outstanding
shares entitled to vote thereon at meetings of Shareholders held on the
twentieth day of May, 1996, and the nineteenth day of May, 1997.
SIXTH. This restatement of the Certificate of Incorporation of the
Corporation was authorized by a majority vote of the Board of Directors pursuant
to section 807 of the Business Corporation Law.
IN WITNESS WHEREOF, THE UNDERSIGNED HAVE SIGNED THIS CERTIFICATE THIS 19TH
DAY OF AUGUST, 1997, AND DO HEREBY AFFIRM THE CONTENTS TO BE TRUE UNDER THE
PENALTIES OF PERJURY.
/s/ Robert A. McCormick
-----------------------------------------
ROBERT A. McCORMICK
President and Chief Executive Officer
/s/ William F. Terry
-----------------------------------------
WILLIAM F. TERRY
Secretary
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STATE OF NEW YORK )
) SS.
COUNTY OF SCHENECTADY )
ROBERT A. McCORMICK, being duly sworn, deposes and says that he is the
President and Chief Executive Officer of TRUSTCO BANK CORP N Y, the Corporation
named in the foregoing Certificate, that he has read and signed said Certificate
and knows the contents thereof, and that the statements contained therein are
true.
/s/ Robert A. McCormick
-----------------------------------------
ROBERT A. McCORMICK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Sworn to before me this
19th day of August, 1997
/s/ Joan Clark_____________
Notary Public
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