SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only
(as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TrustCo Bank Corp NY
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transactions
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:(set forth the amount
on which the filing fee is calculated and state how it was)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<F1> Set forth the amount on which the filing fee is calculated
and state how it was determined.
<PAGE>
TRUSTCO BANK CORP NY
320 State Street, Schenectady, New York 12305
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Shareholders Of TrustCo Bank Corp NY:
Notice is hereby given that the Annual Meeting of Shareholders of TrustCo
Bank Corp NY ("TrustCo"), a New York corporation, will be held at TrustCo's
Trust Building, 192 Erie Boulevard, Schenectady, New York 12305, on May 15,
2000, at 10:00 a.m. local time for the purpose of voting upon the following
matters:
1. Election of directors.
2. Ratification of the appointment of independent auditors for 2000.
3. Any other business that properly may be brought before the meeting or
any adjournment thereof.
By Order of the Board of Directors,
William F. Terry
Secretary
April 3, 2000
YOU ARE REQUESTED TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER YOU PLAN TO ATTEND THE MEETING OR NOT. YOU MAY WITHDRAW YOUR PROXY AT
ANY TIME PRIOR TO THE MEETING, OR AT THE MEETING.
<PAGE>
TRUSTCO BANK CORP NY
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
May 15, 2000
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of TrustCo Bank Corp NY ("TrustCo"), a New York
corporation, of proxies to be voted at the Annual Meeting of Shareholders (the
"Annual Meeting") to be held at 10:00 a.m. local time on Monday, May 15, 2000,
at TrustCo's Trust Building, 192 Erie Boulevard, Schenectady, New York 12305.
This proxy statement and the form of proxy were first mailed to shareholders on
April 3, 2000. Any shareholder executing a proxy which is solicited hereby has
the power to revoke it. Revocation may be made by giving written notice to the
Secretary of TrustCo at any time prior to the exercise of the proxy.
Proxies will be solicited by mail. They also may be solicited by directors,
officers, and employees of TrustCo and Trustco Bank, National Association,
Schenectady, New York ("Trustco Bank"), a wholly-owned subsidiary of TrustCo,
personally or by telephone, but such persons will receive no additional
compensation for such services. TrustCo has also retained Regan & Associates,
Inc. to aid in the solicitation of proxies for a solicitation fee of $4,500 plus
expenses. The entire cost of this solicitation will be paid by TrustCo and
Trustco Bank.
As of March 1, 2000, there were 53,454,924 outstanding shares of Common
Stock, $1.00 par value (the "Common Stock"), of TrustCo. Only shareholders of
record of the Common Stock at the close of business on March 27, 2000 are
entitled to notice of and to vote at the Annual Meeting. Each shareholder of
record on that date is entitled to one vote for each share of Common Stock held.
With respect to each matter to be acted upon at the Annual Meeting, abstentions
on properly executed proxy cards will be counted for purposes of determining a
quorum at the meeting; however, such abstentions and shares not voted by brokers
and other entities holding shares on behalf of beneficial owners will not be
counted in calculating voting results on those matters for which the shareholder
has abstained or the broker has not voted.
Full shares of Common Stock held for the account of shareholders
participating in the Dividend Reinvestment and Stock Purchase Program will be
voted in the same manner as those shareholders have authorized their shares held
of record to be voted. If such shareholders fail to instruct how the shares
registered in their names shall be voted, the shares held in their dividend
reinvestment accounts will be voted as stated on the proxy card.
SHAREHOLDER PROPOSALS
Shareholder proposals to be considered for inclusion in a proxy statement
in connection with any forthcoming annual meeting of shareholders of TrustCo
must be submitted to TrustCo on a timely basis. Proposals for inclusion in
TrustCo's proxy statement and form of proxy for the annual meeting of
shareholders to be held in May of 2001 must meet the requirements established by
the Securities and Exchange Commission (the "S.E.C.") for shareholder proposals
and must be received by TrustCo at its principal executive offices no later than
December 5, 2000. Proposals that are not to be included in TrustCo's proxy
statement will be deemed untimely and will not be considered at the annual
shareholders meeting in 2001 unless they are received at TrustCo's principal
executive offices not later than February 16, 2001. Any such proposals, together
with any supporting statements, should be directed to the Secretary of TrustCo.
1
<PAGE>
THE ANNUAL MEETING
A description of the items to be considered at the Annual Meeting and other
information is set forth below.
Item 1. Election of Directors
The first item to be acted upon at the Annual Meeting is the election of
five (5) directors to serve on the TrustCo Board of Directors (the "TrustCo
Board"), four of whom shall serve for a three (3) year term and one, Joseph
Lucarelli, for a one (1) year term, and until their successors shall have been
duly elected and qualified. The incumbent Directors whose terms are currently
scheduled to expire at the Annual Meeting, and who have been nominated for
reelection as Directors (collectively, the "TrustCo Director Nominees") are as
follows: Barton A. Andreoli, Nancy A. McNamara, Dr. James H. Murphy, William J.
Purdy, and Joseph Lucarelli.
TrustCo's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") provides that the TrustCo Board shall consist of
not less than seven nor more than twenty members, and TrustCo's Bylaws provide
that the total number of directors may be fixed by resolution of the TrustCo
Board or the shareholders. The Certificate of Incorporation and the Bylaws
require the TrustCo Board to be divided into three classes, as nearly equal in
number as possible, with one class to be elected each year for a term of three
years.
The Bylaws also provide that newly created directorships resulting from an
increase in the number of directors and vacancies occurring in the TrustCo Board
for any reason, may be filled by the vote of a majority of the directors then in
office, although less than a quorum, at any meeting of the TrustCo Board.
Directors who are elected by the TrustCo Board shall hold office until the next
meeting of shareholders at which the election of directors is in the regular
order of business. The affirmative vote of at least a majority of the
outstanding Common Stock is required to elect directors.
The pages that follow set forth information regarding the TrustCo Director
Nominees, as well as information regarding the remaining members of the TrustCo
Board whose terms of office do not expire this year. Proxies will be voted in
accordance with specific instructions contained therein. Shares will be voted
"for" the election of such TrustCo Director Nominees unless contrary
instructions are set forth on the enclosed TrustCo proxy card. If any such
nominee shall be unavailable to serve, the shares represented by all valid
proxies will be voted for the election of such other person as the TrustCo Board
may recommend, or the TrustCo Board may reduce the number of directors to
eliminate the vacancy. Each of the TrustCo Director Nominees has consented to
being named in this Proxy Statement and to serve if elected. The TrustCo Board
has no reason to believe that any TrustCo Director Nominee will decline or be
unable to serve if elected, unless he or she reaches the mandatory retirement
age of 75 during the term of office. In the event a vacancy is created by
retirement or otherwise, the TrustCo Board may fill the vacancy or may reduce
the number of directors to eliminate the vacancy. If the vacancy is filled, the
director so elected shall hold office until the next meeting of shareholders at
which the election of directors is in the regular order of business.
Information with regard to the business experience of each director and the
ownership of Common Stock on December 31, 1999, has been furnished by such
director, or has been obtained from the records of TrustCo. The Common Stock is
the only class of equity security outstanding.
2
<PAGE>
<TABLE>
INFORMATION ON TRUSTCO DIRECTORS AND NOMINEES
NOMINEES FOR ELECTION AS TRUSTCO DIRECTORS FOR
THREE-YEAR TERM TO EXPIRE IN 2003
<CAPTION>
Shares of TrustCo Common Stock
Beneficially Owned
- ---------------------------------------------------------------------- ----------------------- -----------------------
Name and Principal Occupation(1) No. of Shares (2) Percent of Class
- ---------------------------------------------------------------------- ----------------------- -----------------------
<S> <C> <C>
Barton A. Andreoli, Age 60, President, Towne Construction & Paving 26,266 *
Corp. Director of TrustCo and Trustco Bank since 1993.
Nancy A. McNamara, Age 50; Executive Officer of TrustCo (Vice 820,465 1.54
President) since 1992 and Trustco Bank (Senior Vice President) since
1988. Joined Trustco Bank in 1971. Director of TrustCo and of
Trustco Bank since 1991.
James H. Murphy, D.D.S., Age 71; Orthodontist. Director of TrustCo 47,818 *
and of Trustco Bank since 1991.
William J. Purdy, Age 65, President, Welbourne & Purdy Realty, Inc. 28,390 *
Director of TrustCo and Trustco Bank since 1991.
</TABLE>
<TABLE>
NOMINEE FOR ELECTION AS TRUSTCO DIRECTOR FOR
ONE-YEAR TERM TO EXPIRE IN 2001
<CAPTION>
Shares of TrustCo Common Stock
Beneficially Owned
- ---------------------------------------------------------------------- ----------------------- -----------------------
Name and Principal Occupation(1) No. of Shares (2) Percent of Class
- ---------------------------------------------------------------------- ----------------------- -----------------------
- ---------------------------------------------------------------------- ----------------------- -----------------------
<S> <C> <C>
Joseph Lucarelli, Age 59, President, Bellevue Builders Supply, Inc. 18,000 *
Director of TrustCo and Trustco Bank since 1999.
See footnotes on page 5.
</TABLE>
3
<PAGE>
<TABLE>
TRUSTCO DIRECTORS CONTINUING IN OFFICE
<CAPTION>
Shares of TrustCo Common Stock
Beneficially Owned
- ---------------------------------------------------------------------- ----------------------- ----------------------
Name and Principal Occupation(1) No. of Shares (2) Percent of Class
- ---------------------------------------------------------------------- ----------------------- ----------------------
<S> <C> <C>
Lionel O. Barthold, Age 73, Retired Chairman, Power Technologies, 201,782 *
Inc. Chairman, Cellutech, LLC (research and development). Director
of TrustCo from 1981 through 1985, and from 1989 to present.
Director of Trustco Bank since 1977.
M. Norman Brickman, Age 74; Vice President, D. Brickman, Inc. 301,076 *
(wholesale fruits and produce). Director of TrustCo and Trustco
Bank since 1985.
Anthony J. Marinello, M.D., Ph.D., Age 44, Physician. Director of 18,628 *
TrustCo and Trustco Bank since 1996.
Robert A. McCormick, Age 63; President of TrustCo and Trustco Bank 2,634,327 4.93
since 1982. President and Chief Executive Officer of TrustCo and
Trustco Bank since 1984. Director of TrustCo and Trustco Bank since
1980.
Richard J. Murray, Jr., Age 71; Chief Executive Officer, R. J. Murray 526,810 *
Co., Inc. (air-conditioning and heating distributors). Director of
TrustCo and Trustco Bank since 1985.
Kenneth C. Petersen, Age 63, Retired President and Chief Operating 100,250
Officer, Schenectady International, Inc. (chemical manufacturer).
Director of TrustCo and of Trustco Bank since 1982.
William D. Powers, Age 58, Chairman, New York Republican State 18,538 *
Committee. Director of TrustCo and of Trustco Bank since 1995.
William F. Terry, Age 58, Executive Officer of TrustCo (Secretary) 897,354 1.68
since 1990 and of Trustco Bank (Senior Vice President and Secretary)
since 1987. Director of TrustCo and Trustco Bank since 1991.
See footnotes on page 5.
</TABLE>
4
<PAGE>
<TABLE>
INFORMATION ON TRUSTCO EXECUTIVE OFFICERS
NOT LISTED ABOVE
<CAPTION>
Shares of TrustCo Common Stock
Beneficially Owned
- ---------------------------------------------------------------------- ----------------------- -----------------------
Name and Principal Occupation(1) No. of Shares (2) Percent of Class
- ---------------------------------------------------------------------- ----------------------- -----------------------
<S> <C> <C>
Robert T. Cushing, Age 44, Executive Officer of TrustCo (Vice 497,052 *
President and Chief Financial Officer) and of Trustco Bank (Senior
Vice President and Chief Financial Officer). Joined Trustco Bank in
1994.
Ralph A. Pidgeon,(3) Age 57; Executive Officer of TrustCo (Vice 709,794 1.33
President and Assistant Secretary) since 1995 and of Trustco Bank
(Senior Vice President) since 1978. Joined Trustco Bank in 1964.
See footnotes listed on page 5.
</TABLE>
TRUSTCO DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS AS A GROUP (16 INDIVIDUALS)
BENEFICIALLY OWN 6,941,946 SHARES OF COMMON STOCK, WHICH REPRESENT 13% OF THE
OUTSTANDING SHARES.
(1) Each of the Directors has held, or retired from, the same position or
another executive position with the same employer during the past five
years, except John S. Morris, Ph.D., who accepted the position of Interim
President at Cazenovia College in 1999.
(2) Each Director and Executive Officer named herein has sole voting and
investment power with respect to the shares listed above, except that
voting and investment power over a total of 532 shares are shared with a
parent, and a total of 233,942 are owned by spouses and other family
members. The shares shown include 4,610,205 shares of Common Stock with
respect to which certain Directors and Executive Officers have a right to
acquire beneficial ownership within 60 days of December 31, 1999.
(3) Retired January 3, 2000.
* Less than 1%.
5
<PAGE>
Director Fees, Committees and Attendance
The TrustCo Board held five meetings during 1999. Each Director attended at
least 80% of the TrustCo Board meetings and all of the meetings of the
Committees on which he or she served. Average attendance at both Board and
Committee meetings was 96.9%. Each Director who is not an employee of TrustCo or
of Trustco Bank currently receives for his services as Director a fee in the
amount of $2,600 per meeting attended of TrustCo's and Trustco Bank's Boards of
Directors, and $1,300 per meeting attended of any TrustCo or Trustco Bank
committee of which he is a member. TrustCo Directors who are not also employees
of TrustCo or its subsidiaries are also eligible to participate in the TrustCo
Bank Corp NY Directors Performance Bonus Plan (the "Directors Performance Bonus
Plan"), which was adopted by the TrustCo Board in 1997. Under the Directors
Performance Bonus Plan, non-employee directors are eligible to be awarded
"units," the value of which is based upon the appreciation in value of Common
Stock between the date of the award and the occurrence of a "change in control"
as defined in the Directors Performance Bonus Plan. The units so awarded vest,
and payments under the Directors Performance Bonus Plan are to be made, only
upon the occurrence of a change in control. Each non-employee director has been
awarded 26,450 units under the Directors Performance Bonus Plan at a base price
of $7.87 per unit (after adjustment to reflect the 15% stock splits on
November 14, 1997, and November 13, 1998, and a two for one stock split on
November 12, 1999). Directors who are employees of TrustCo or Trustco Bank do
not receive directors' fees or other additional remuneration for TrustCo or
Trustco Bank Board of Directors' meetings or for special assignments. In
accordance with the TrustCo Bank Corp NY Directors' Stock Option Plan, on June
24, 1999 each nonemployee director was awarded 2000 stock options with a strike
price of $13.22, after adjustment to reflect the two for one stock split on
November 12, 1999.
TrustCo's Nominating Committee held one meeting in 1999. The four Directors
currently serving on the Nominating Committee are R. McCormick (Chairman),
B. Andreoli, R. Murray, and W. Terry. The function of the Nominating Committee
is to consider and recommend to the TrustCo Board nominees for election to the
TrustCo Board. Each of the nominees slated for election at the Annual Meeting is
an incumbent and was considered and selected by the TrustCo Board without action
by the Nominating Committee. The Nominating Committee will consider written
recommendations by shareholders for nominees for election to the TrustCo Board.
TrustCo's Audit Committee held two meetings in 1999. The four Directors
serving on the Audit Committee are R. Murray, Jr. (Chairman), J. Murphy,
K. Petersen, and W. Purdy. The function of the Audit Committee is to review
TrustCo's and Trustco Bank's internal audit procedures, and also to review the
adequacy of internal accounting controls for TrustCo and Trustco Bank. In
addition, the Audit Committee annually recommends the use of particular external
audit firms by TrustCo in the coming year, after reviewing performance of the
existing vendors and available audit resources.
TrustCo's Stock Option Committee held one meeting in 1999. The four
Directors serving on the Stock Option Committee are Dr. J. Morris (Chairman),
B. Andreoli, N. Brickman, and J. Lucarelli. The function of the Stock Option
Committee is to administer the 1995 TrustCo Bank Corp NY Stock Option Plan (the
"1995 Stock Option Plan") and the Directors Performance Bonus Plan and the
TrustCo Bank Corp NY Performance Bonus Plan (the "Officers Performance Bonus
Plan"), which were adopted by the Board in 1997.
The Personnel Advisory Committee of Trustco Bank held one meeting in 1999.
The four Directors serving on the Personnel Advisory Committee are Dr. J. Morris
(Chairman), B. Andreoli, N. Brickman, and J. Lucarelli. The function of the
Personnel Advisory Committee is to review general compensation practices of
Trustco Bank and to recommend to the Board of Directors of Trustco Bank the
salary and benefits for Trustco Bank's three Executive Officers who are also
Directors of TrustCo, and the Executive Officer of Trustco Bank who is not a
Director of TrustCo.
6
<PAGE>
TrustCo Executive Officers
The current Executive Officers of TrustCo are President and Chief Executive
Officer Robert A. McCormick, Vice President and Chief Financial Officer
Robert T. Cushing, Vice President Nancy A. McNamara, and Secretary William F.
Terry.
Trustco Bank Executive Officers
The current Executive Officers of Trustco Bank are President and Chief
Executive Officer Robert A. McCormick, Senior Vice President and Chief Financial
Officer Robert T. Cushing, Senior Vice President Nancy A. McNamara, and Senior
Vice President and Secretary William F. Terry.
TrustCo and Trustco Bank Executive Officer Compensation
The following table sets forth, for the fiscal year ended December 31,
1999, the compensation paid to or accrued on behalf of each of the five most
highly compensated Executive Officers of TrustCo and Trustco Bank. The value of
incidental personal benefits, which may not be directly related to job
performance, has been included, where applicable, according to the S.E.C.'s
required disclosure thresholds. Each of the following Executive Officers has an
employment agreement and a supplemental retirement agreement described in
subsequent pages.
7
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
----------------------------------------------------------------------------------------------------
Securities
Other Underlying
Annual Options/
Salary Bonus Compensation SARs
Year ($) ($)(1) ($)(2) (#)(3)
- ------------------------------------- -------------- ------------------ ------------------- ------------------------ ---------------
<S> <C> <C> <C> <C> <C>
Robert A. McCormick 1999 $850,000 $1,317,500 $93,148 200,000
President and Chief 1998 800,000 1,120,000 82,709 230,000
Executive Officer, 1997 775,000 968,750 62,810 264,500
TrustCo and Trustco Bank
- ------------------------------------- -------------- ------------------ ------------------- ------------------------ ---------------
- ------------------------------------- -------------- ------------------ ------------------- ------------------------ ---------------
Robert T. Cushing 1999 300,000 465,000 20,555 80,000
Senior Vice President, 1998 285,000 399,000 20,346 92,000
Chief Financial Officer, 1997 275,000 343,750 22,552 105,800
Trustco Bank; Vice
President, Chief Financial
Officer, TrustCo
- ------------------------------------- -------------- ------------------ ------------------- ------------------------ ---------------
- ------------------------------------- -------------- ------------------ ------------------- ------------------------ ---------------
Nancy A. McNamara 1999 300,000 465,000 40,306 80,000
Senior Vice President 1998 285,000 399,000 30,005 92,000
Trustco Bank; Vice 1997 275,000 343,750 21,211 105,800
President, TrustCo
- ------------------------------------- -------------- ------------------ ------------------- ------------------------ ---------------
- ------------------------------------- -------------- ------------------ ------------------- ------------------------ ---------------
Ralph A. Pidgeon(4) 1999 300,000 465,000 27,281 80,000
Senior Vice President 1998 285,000 399,000 28,246 92,000
Trustco Bank; Vice 1997 275,500 343,750 27,430 105,800
President, Assistant
Secretary, TrustCo
- ------------------------------------- -------------- ------------------ ------------------- ------------------------ ---------------
- ------------------------------------- -------------- ------------------ ------------------- ------------------------ ---------------
William F. Terry 1999 300,000 465,000 24,581 80,000
Senior Vice President 1998 285,000 399,000 23,848 92,000
and Secretary, Trustco 1997 275,000 343,750 21,857 105,800
Bank; Secretary,
TrustCo
- ------------------------------------- -------------- ------------------ ------------------- ------------------------ ---------------
</TABLE>
(1) Bonus amounts include payments to senior Executive Officers of TrustCo as
short-term incentive compensation pursuant to the incentive program
described in greater detail herein under the caption "Personnel Advisory
Committee Report on Executive Compensation."
(2) Includes amounts reimbursed by TrustCo for the payment of taxes pursuant to
established benefit plans.
(3) Stock Option data has been adjusted to reflect the two for one stock split
on November 12, 1999, and the 15% stock splits on November 13, 1998, and
November 14, 1997.
(4) Mr. Pidgeon retired on January 3, 2000.
8
<PAGE>
<TABLE>
Option/SAR Grants in Last Fiscal Year
<CAPTION>
Potential Realizable Value
Number of % of Total at Assumed Annual Rates
Securities Options/SARs Exercise or of Stock Price Appreciation
Underlying Granted to Base Price For Option Term(4)
Options/SARs Employees in ($/Sh)(3) Expiration
Name Granted (#)(1) Fiscal Year(2) Date 5% 10%
- ------------------------ --------------------- -------------------- ------------- --------------- ---------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert A. McCormick 200,000 28.0% $13.22 6/24/2009 $1,662,000 $4,214,000
Robert T. Cushing 80,000 11.2% 13.22 6/24/2009 664,800 1,685,600
Nancy A. McNamara 80,000 11.2% 13.22 6/24/2009 664,800 1,685,600
Ralph A. Pidgeon 80,000 11.2% 13.22 6/24/2009 664,800 1,685,600
William F. Terry 80,000 11.2% 13.22 6/24/2009 664,800 1,685,600
</TABLE>
(1) Options, which were granted on June 24, 1999, become exercisable in five
annual installments beginning June 24, 1999. Stock Option data has been
adjusted for the two for one stock split on November 12, 1999.
(2) The total number of options granted in 1999 was 715,000, of which 520,000
(72.7%) were issued to the Executive group, 20,000 (2.8%) were issued to
the non-Executive Director group, and 175,000 (24.5%) to the non-Executive
Officer group.
(3) Exercise or base price is equal to the mean between the closing dealer bid
and asked price for the Common Stock as quoted by Nasdaq on the date of the
grant.
(4) The amounts included reflect pre-tax gain. The dollar amounts under these
columns are the result of calculations at the 5% and 10% rates set by the
S.E.C. and, therefore, are not intended to forecast possible future
appreciation, if any, of TrustCo's stock price, including any appreciation
in the event of a change in control. TrustCo's per share stock price would
be $21.53 and $34.29 if increased 5% and 10% respectively, compounded
annually over the option term.
9
<PAGE>
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year, and Fiscal Year-End
Option/SAR Values
<CAPTION>
Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)(3)
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise (#)(1) Realized($)(2) Unexercisable Unexercisable
- ----------------------------- ------------------------- ---------------------- ---------------------- -----------------------------
<S> <C> <C> <C> <C>
Robert A. McCormick -- -- 2,293,529/464,635 $17,635,249/1,210,554
Robert T. Cushing 23,000 $203,823 402,798/185,854 2,500,162/484,222
Nancy A. McNamara -- -- 615,216/185,854 4,472,170/484,222
Ralph A. Pidgeon 200,794 2,008,268 711,780/0 4,133,894/0
William F. Terry 120,496 1,206,165 585,926/185,854 4,178,977/484,222
</TABLE>
(1) Stock Option data has been adjusted for the two for one stock split on
November 12, 1999, and the 15% stock splits on November 13, 1998, and
November 14, 1997.
(2) The amounts included reflect pre-tax gain. Amounts shown represent the
difference between the stock option grant price and the market value of the
stock on the date of exercise.
(3) The amounts included reflect pre-tax gain. Value of unexercised
in-the-money options and SARs is based on December 31, 1999, closing trade
price of $13.25.
TrustCo Retirement Plans
Trustco Bank has a defined benefit retirement plan (the "Trustco Bank
Retirement Plan") pursuant to which annual retirement benefits are based on
years of service to a maximum of 30 years and average annual earnings of the
highest five consecutive years during the final ten years of service. The
Trustco Bank Retirement Plan is fully funded by Trustco Bank contributions. In
addition, Trustco Bank has a supplemental retirement plan (the "Trustco Bank
Supplemental Retirement Plan"), which is an actuarial plan, under which
additional retirement benefits are accrued for eligible Executive Officers.
Under the Trustco Bank Supplemental Retirement Plan, the amount of supplemental
retirement benefits is based upon annual contributions which are actuarially
calculated to achieve a benefit at normal retirement which approximates the
differences between (i) the total retirement benefit the participant would have
received under the Trustco Bank Retirement Plan without taking into account
limitations on compensation, annual benefits and years of service; and (ii) the
retirement benefit the participant is projected to receive under the Trustco
Bank Retirement Plan at normal retirement. The Trustco Bank Supplemental
Retirement Plan provides benefits based on years of service to a maximum of 40.
The following table shows the approximate retirement benefits which would
have been payable in 1999 to salaried employees, under both the Trustco Bank
Retirement Plan and the Trustco Bank Supplemental Retirement Plan, assuming
retirement of such person at age 65, and payment of benefits in the form of a
life annuity. Earnings used in calculating benefits under these Plans are
approximately equal to cash amounts reflected as Salary plus Bonus in the
Summary Compensation Table. These Plans permit service and earnings to continue
to be credited for employment after age 65.
10
<PAGE>
The benefits set forth in the following table are in addition to those which may
be received as Social Security benefits. The years of service at normal
retirement age 65 for the Executive Officers (other than Mr. McCormick) named in
the Summary Compensation Table would be as follows: Mr. Cushing, 27 years;
Ms. McNamara, 43 years; Mr. Pidgeon, 44 years; and Mr. Terry, 20 years.
Robert A. McCormick is not a participant in the Trustco Bank Supplemental
Retirement Plan, but has a separate agreement with Trustco Bank under which
additional retirement benefits are accrued. Under the terms of Mr. McCormick's
agreement, benefits are generally calculated on the actuarial basis used in the
Trustco Bank Supplemental Retirement Plan; however, he will be entitled to
benefits equal to those to which he would have been entitled if he had been an
employee of Trustco Bank and a participant under its qualified plans since the
date he joined a former employer. The benefit will be reduced by the amount of
benefits actually paid him under Trustco Bank's qualified plans and by his
former employer's qualified plans. The years of credited service at normal
retirement age 65 for Mr. McCormick would be 47, although Mr. McCormick may
continue to accrue benefits beyond that age.
<TABLE>
Pension Plan Table
<CAPTION>
Annual Benefits for Years of Service
------------------------------------------------------------------------------------------
Remuneration 10 20 30 40
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$200,000 $36,500 $73,700 $112,200 $151,800
400,000 76,500 153,000 231,300 311,300
600,000 116,500 233,000 351,300 471,300
800,000 156,500 313,000 471,300 631,300
1,000,000 196,500 393,000 591,300 791,300
1,200,000 236,500 473,000 711,300 951,300
1,400,000 276,500 553,000 831,300 1,111,300
1,600,000 316,500 633,000 951,300 1,271,300
1,800,000 356,500 713,000 1,071,300 1,431,300
2,000,000 396,500 793,000 1,191,300 1,591,300
2,200,000 436,500 873,000 1,311,300 1,751,300
2,400,000 476,500 953,000 1,431,300 1,911,300
2,600,000 516,500 1,033,000 1,551,300 2,071,300
2,800,000 556,500 1,113,000 1,671,300 2,231,300
</TABLE>
Generally, an employee who has attained age 55 and has ten years of service
has the right to elect to immediately begin receiving adjusted retirement
benefits less than those indicated in the table upon any separation from service
with Trustco Bank. The Internal Revenue Code of 1986, as amended (the "Internal
Revenue Code"), places a maximum limit on the benefits that can be provided
under qualified retirement plans such as the Trustco Bank Retirement Plan. For
1999, the annual Internal Revenue Code limit for a straight-life annuity benefit
at normal retirement age was $130,000, which amount is actuarially reduced for
participants who retire and begin receiving benefits early.
The Trustco Bank Supplemental Retirement Plan provides that supplemental
benefits will be paid in a single lump sum to a participant who terminates
employment for reasons other than retirement on or after his normal retirement
date.
11
<PAGE>
A participant who retires on or after his normal retirement date may elect to be
paid the supplemental benefits upon separation of service from Trustco Bank in
one of the benefit forms provided under the Trustco Bank Retirement Plan or in a
single lump sum or installments over a five-year period. Also under the Trustco
Bank Supplemental Retirement Plan, Trustco Bank, in its discretion, may at any
time elect to make a lump sum distribution of a participant's supplemental
benefit. The amount of this single payment is equal to the participant's
Supplemental Account Balance. Mr. McCormick's separate agreement provides that
Trustco Bank, in its discretion, may at any time elect to make a lump sum
distribution of Mr. McCormick's supplemental benefit.
The Trustco Bank Supplemental Retirement Plan and Mr. McCormick's separate
agreement are unfunded for tax purposes. However, Trustco Bank has established
an irrevocable trust (the "Rabbi Trust") to fund its obligations under these and
other executive compensation plans. Trustco Bank is required to make annual
contributions to the Rabbi Trust. However, the assets of the Rabbi Trust remain
subject to Trustco Bank's general creditors in the event of insolvency.
Personnel Advisory Committee Report on Executive Compensation
The Personnel Advisory Committee of Trustco Bank determines the
compensation of employees and officers of TrustCo and Trustco Bank, including
the named Executive Officers identified in the Summary Compensation Table (the
"Named Executive Officers") which appears elsewhere in this Proxy Statement.
Each of the named Executive Officers in the Summary Compensation Table has an
employment agreement with each of TrustCo and Trustco Bank. These employment
agreements are described elsewhere in this Proxy Statement.
The Personnel Advisory Committee of the Board of Directors of Trustco Bank,
the present members of which are Dr. J. Morris (Chairman), B. Andreoli,
N. Brickman, and J. Lucarelli (none of whom was an officer of TrustCo or Trustco
Bank during fiscal year 1999), furnished the following report on executive
compensation to the Board of Directors of Trustco Bank, which has been adopted
by the TrustCo Board for the year ended December 31, 1999.
Under the supervision and direction of the Personnel Advisory Committee,
TrustCo and Trustco Bank have developed compensation policies, plans and
programs which seek to enhance profitability of TrustCo and Trustco Bank, and
ultimately shareholder value, by aligning closely the financial interests of
TrustCo's senior management with those of its shareholders. It continues to be
the purpose and intent of the Personnel Advisory Committee to design a
compensation program which reflects the standards of performance of Trustco
Bank, with particular emphasis on setting goals tied to return on shareholder
equity previously defined by the Board of Directors of Trustco Bank.
The function of the Personnel Advisory Committee is to review the general
compensation structure for Executive Officers of Trustco Bank, including the
named Executive Officers, and to recommend to the Board of Directors of Trustco
Bank the salary and benefits of such Executive Officers. The components of
executive compensation for the named Executive Officers include salary, bonus,
stock options, and cash payments under the Trustco Bank Retirement Plan, Trustco
Supplemental Retirement Plan, and Executive Officer Incentive Plan, and in Mr.
McCormick's case, in his separate agreement. The Personnel Advisory Committee
evaluates individual performance and corporate profitability to determine the
level of any compensation adjustment to take effect as of January of the
following year. The Personnel Advisory Committee also identifies persons within
Trustco Bank eligible to participate in the two incentive plans and the Trustco
Supplemental Retirement Plan.
The Personnel Advisory Committee met once during the course of the year, on
October 19, 1999. The Stock Option Committee, whose members are the same as that
of the Personnel Advisory Committee, met separately on June 24, 1999, to
(1) identify eligible participants in the 1995 Stock Option Plan, and (2) award
option grants for the current plan year.
12
<PAGE>
The Stock Option Committee considered discussions PricewaterhouseCoopers LLP had
with management regarding general stock option issues and trends when
formulating its final decision on grants awarded under the 1995 Stock Option
Plan. PricewaterhouseCoopers LLP provided information regarding industry trends
for general compensation levels and option levels in the industry.
PricewaterhouseCoopers LLP is not the independent auditor for TrustCo, but
provides various consulting services for TrustCo from time to time. While
TrustCo does not have a target ownership level for equity holdings by its
executives, the Stock Option Committee does take into account the amount and
value of options currently held by eligible participants when granting option
awards. Options may be granted in varying amounts so as to create relative
ownership parity among the Executive Officers participating in the 1995 Stock
Option Plan.
It is the aim of the Personnel Advisory Committee to determine salary and
benefit levels of executive compensation principally upon the basis of overall
corporate performance, although elements of corporate performance may vary from
year to year in the discretion of the Personnel Advisory Committee and among
Executive Officers. In making any such determination, the Personnel Advisory
Committee will consider a number of factors including, among others, TrustCo's
and Trustco Bank's return on equity, attainment of net income goals and total
asset targets, overall profitability from year to year, banking experience of
individual officers, scope of responsibility within the overall organization,
performance and particular contributions to Trustco Bank and TrustCo during the
course of the year, and other relevant factors, including involvement in
community matters which may better position the organization to serve the
immediate needs of Trustco Bank's market. The Personnel Advisory Committee uses
broad discretion when determining compensation levels and considers all of the
above criteria. It does not assign a specific weight to any of these factors
when establishing salary and benefit levels.
The Personnel Advisory Committee may also consider compensation programs
offered to executives performing similar duties for competing depository
institutions and their holding companies, with a particular focus on the level
of compensation paid by comparable institutions. To assist in this evaluation,
an industry group of ten regional bank holding companies, called the Dow Jones
Regional Banks-Eastern U.S. Index , was identified by the Personnel Advisory
Committee for performance and compensation comparisons. This Index is comprised
of a broad-based group of banks on the East Coast and was chosen for comparative
purposes because of its members' geographic proximity to Trustco Bank. This peer
group consists of the same companies that comprise the published industry index
used in the performance graph that follows this report. While Trustco Bank is
comparatively smaller in terms of total asset size than the members of this peer
group, Trustco Bank competes favorably with these institutions in terms of
overall corporate performance. The Personnel Advisory Committee further takes
into consideration the unique size of TrustCo's executive group as compared to
other financial institutions. Trustco Bank and TrustCo currently operate with
four Executive Officers, whereas many institutions in this peer group have a
larger pool of Executive Officers.
During its meeting in 1999, the Personnel Advisory Committee decided not to
change the current basic salary structure, short-term incentive compensation for
executives or features of other employee benefits plans. The Executive Officer
Incentive Plan was amended to provide for the automatic deferral of awards under
the Plan to the extent that such awards, together with a participant's other
compensation is expected to exceed the limitation on deductible compensation
under Code Section 162(m). In addition, a Rabbi Trust has been established to
hold any amounts deferred under this provision of the Executive Officer
Incentive Plan.
The Personnel Advisory Committee continues to believe that Trustco Bank is
better able to attract, retain, and motivate Trustco Bank's executives to
achieve superior performance if a relatively large percentage of senior
executive compensation is at risk. In other words, Trustco Bank's compensation
for senior executives, including the named Executive Officers, is designed with
an objective of providing less total compensation when TrustCo's
13
<PAGE>
performance is poorer than a peer group of companies, and providing superior
total compensation when performance is superior to that of the peer group.
In evaluating corporate performance for purposes of establishing short-term
incentive compensation awards for Executive Officers, the Personnel Advisory
Committee evaluated TrustCo's performance as compared with TrustCo's profit plan
for the year, and also evaluated financial results (generally return on equity)
as compared with peers for the current year. In the opinion of the Personnel
Advisory Committee, return on equity is the most significant measure of
performance of TrustCo and its relative importance to shareholders. Therefore,
the target pools were established to provide senior executives with an incentive
to increase return on equity performance. The Personnel Advisory Committee then
established a percentage of target pool to be paid as short-term incentive
compensation. The target pool payment would be made to senior executives based
on TrustCo's return on average equity for the year. The range of target returns
on average equity was from 14%, which equates to a 40% payout of base
compensation, to 20% return on average equity, which equates to a 125% payout of
base compensation. In 1997, the Committee amended the incentive plan to
establish a 15 basis point increase in payout for each 1% increase in average
return on equity beyond 20%. Return on average equity in 1999 was 22.52%. Senior
executives would receive no incentive compensation award for return on average
equity below 14%.
In consideration of the potential benefits payable under the incentive
program described above, senior executives ceased to be eligible for
contributions to Trustco Bank's Profit Sharing Plan beginning in 1994, which
qualifies for favorable tax treatment, and to which Trustco Bank historically
has made contributions equal to 15% of compensation.
The Personnel Advisory Committee's actions concerning compensation were
ultimately judgments based upon the Committee's ongoing assessment and
understanding of TrustCo and its Executive Officers, performance of its
Executive Officers, and whether or not cash payments or incentive payments would
provide an appropriate award or incentive to the Officers' contribution to
TrustCo's past and future performance.
With respect to total compensation paid to Mr. McCormick during 1999, the
Personnel Advisory Committee reviewed, among other criteria noted above, the
consistent growth in performance and shareholder equity since his appointment as
President in 1982 and Chief Executive Officer in 1984, and his ability to
effectively influence and lead the executive team to attain this performance
level. The Personnel Advisory Committee exercises broad discretion when
considering these criteria and does not assign a specific weight to any of these
factors. Mr. McCormick did not participate in the discussions regarding his
compensation.
PERSONNEL ADVISORY COMMITTEE:
John S. Morris, Ph.D.
Barton A. Andreoli M.
Norman Brickman
Joseph Lucarelli
14
<PAGE>
Share Investment Performance
The following graphs show changes over five-year and ten-year periods in
the value of $100 invested in: (1) TrustCo Common Stock; (2) the Standard &
Poor's 500 index; and (3) an industry group of ten other regional bank holding
companies, called the Dow Jones Regional Banks-Eastern U.S. Index. TrustCo
management believes that longer term performance is of greater importance to
TrustCo shareholders. The ten-year period is presented in addition to the
five-year period required by the S.E.C. because it provides additional
perspective. The banks comprising the Dow Jones Regional Banks-Eastern U.S.
Index are: BankBoston Corp., The Bank of New York Co., Fleet Financial Group
Inc., MBNA Corp., Mellon Bank Corp., Mercantile Bankshares Corp., PNC Bank
Corp., State Street Corp., Summit Bancorp, and Wilmington Trust Corp.
The year-end pre-tax values of each investment are based on share price
appreciation plus dividends paid, with cash dividends reinvested the date they
were paid.
<TABLE>
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN*
AMONG TRUSTCO BANK CORP. NY, THE S & P 500 INDEX
AND THE DOW JONES REGIONAL BANKS - EASTERN U.S. INDEX
<CAPTION>
*$100 INVESTED ON 12/31/94 IN STOCK OR INDEX.
INCLUDING REINVESTMENT OF DIVIDENDS
FISCAL YEAR ENDING DECEMBER 31.
TRUSTCO BK CORP N Y
Cumulative
Total Return
------------------------------------------------------------------------------
12/94 12/95 12/96 12/97 12/98 12/99
<S> <C> <C> <C> <C> <C> <C>
TRUSTCO BANK CORP. NY 100.00 138.15 161.29 247.87 326.39 300.01
S & P 500 100.00 137.58 169.17 225.61 290.09 351.13
DOW JONES REGIONAL BANKS - EASTERN U.S. 100.00 170.80 236.14 387.13 452.16 430.76
</TABLE>
15
<PAGE>
<TABLE>
COMPARISON OF 10-YEAR CUMULATIVE TOTAL RETURN*
AMONG TRUSTCO BANK CORP. NY, THE S & P 500 INDEX
AND THE DOW JONES REGIONAL BANKS - EASTERN U.S. INDEX
<CAPTION>
*$100 INVESTED ON 12/31/89 IN STOCK OR INDEX.
INCLUDING REINVESTMENT OF DIVIDENDS
FISCAL YEAR ENDING DECEMBER 31.
Cumulative Total Return
-------------------------------------------------------------------------------------------
12/89 12/90 12/91 12/92 12/93 12/94 12/95 12/96 12/97 12/98 12/99
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TRUSTCO BANK CORP. NY 100.00 94.54 146.99 191.81 269.55 277.55 383.43 447.67 687.96 905.90 832.69
S & P 500 100.00 96.89 126.42 136.05 149.76 151.74 208.77 256.70 342.34 440.17 532.80
DOW JONES REGIONAL BANKS, EASTERN U.S. 100.00 55.84 103.36 148.71 155.84 150.24 256.62 354.78 581.63 679.34 647.18
</TABLE>
Employment Contracts and Termination of Employment Arrangements
TrustCo and Trustco Bank have entered into agreements (individually, a
"TrustCo Employment Agreement" and, collectively, the "TrustCo Employment
Agreements") to engage the services of the named Executive Officers: Robert A.
McCormick, the President and Chief Executive Officer of TrustCo and Trustco Bank
(the "President"); Nancy A. McNamara, Vice President of TrustCo, William F.
Terry, Secretary of TrustCo, and Robert T. Cushing, Vice President and Chief
Financial Officer of TrustCo, each a Senior Vice President of Trustco Bank as
well (collectively, the "Vice Presidents").
(1) President's TrustCo Employment Agreement
The President's TrustCo Employment Agreement, dated as of January 1, 1992,
and amended as of September 1, 1994, had an initial term expiring on
December 31, 1994. The Agreement automatically renewed on January 1, 1995, and
renews each year thereafter, for a succeeding three-year term until the
President receives a non-renewal notice or he reaches the mandatory retirement
age of 70, or the then mandatory retirement age, whichever is greater.
The President's TrustCo Employment Agreement provides that his annual
compensation shall be his annual base salary plus his executive incentive bonus
("Annual Compensation"). Mr. McCormick's Annual Compensation in future years
will be negotiated with TrustCo and Trustco Bank and shall not be less than his
Annual Compensation for the preceding calendar year. As further compensation,
Mr. McCormick is entitled to participate fully in any
16
<PAGE>
disability, death benefit, retirement, executive incentive compensation, or
pension plans maintained by TrustCo and/or Trustco Bank. Notwithstanding the
foregoing, and as described in greater detail herein under the caption
"Personnel Advisory Committee Report on Executive Compensation," Mr. McCormick
has ceased to be eligible to participate in the Trustco Bank Profit Sharing Plan
in consideration of the potential benefits under the short-term incentive plan
described above. In the event there is a termination of the President for any
reason, other than good cause, or retirement, then he shall receive upon his
termination an amount equal to three times his then Annual Compensation, to be
paid at his election either (a) in a single lump sum reduced to its present
value, within ten days of his termination, or (b) in three equal annual payments
each in the amount of the Annual Compensation then in effect with the first
payment to be made within ten days after his termination. The President's
TrustCo Employment Agreement also provides for a gross up payment in the event
that the amounts payable to the President upon his termination under the
President's TrustCo Employment Agreement or any other agreement are subject to
the excise tax imposed by Section 4999 of the Internal Revenue Code.
Upon termination of the President's employment due to retirement or
disability, TrustCo and Trustco Bank shall provide to the President and his
wife, for the life of the President, the same health insurance benefits provided
to retirees by TrustCo and Trustco Bank under their medical insurance plan.
TrustCo and Trustco Bank will also provide to the President for his life the
same life insurance benefits provided to retirees by TrustCo and Trustco Bank
under their life insurance plan.
The President's TrustCo Employment Agreement defines termination to include
(a) any reduction in the President's then current annual compensation (including
executive incentive compensation), disability, death, retirement, pension or
profit sharing benefits (unless such reductions shall be applied to all Trustco
Bank employees as part of a validly adopted plan of cost containment), or his
responsibilities or duties; (b) either TrustCo's or Trustco Bank's relocation or
a change in the President's base location; (c) receipt of a non-renewal notice
pursuant to the President's TrustCo Employment Agreement; or (d) the unilateral
election of the President to terminate his TrustCo Employment Agreement.
Notwithstanding the foregoing, the parties to the President's TrustCo Employment
Agreement have agreed that Mr. McCormick's ineligibility to participate in the
Trustco Bank Profit Sharing Plan, as aforesaid, shall not have effected a
termination of such employment agreement.
(2) Vice Presidents' TrustCo Employment Agreements
The TrustCo Employment Agreements for the Vice Presidents (except for
Robert T. Cushing, whose employment agreement was executed on June 21, 1994)
were restated effective as of June 21, 1994. These employment agreements have
one-year terms that automatically renew on January 1 of each year, unless a Vice
President receives a non-renewal notice or he or she reaches a specified
retirement age. The Vice Presidents' TrustCo Employment Agreements provide that
the annual compensation of each Vice President shall be his or her annual base
salary, which amount may be adjusted as agreed among the parties during each
renewal term. The Vice Presidents are also entitled to participate fully in any
disability, death benefit, retirement, executive incentive compensation, or
pension plans. Notwithstanding the foregoing, and as described in greater detail
herein under the caption "Personnel Advisory Committee Report on Executive
Compensation," the Vice Presidents ceased to be eligible to participate in the
Trustco Bank Profit Sharing Plan in consideration of the potential benefits
under the short-term incentive plan described above.
In the event there is a termination of a Vice President within two years
after a change in control of TrustCo or Trustco Bank, for any reason other than
for good cause, death, retirement at the mandatory retirement age, or
disability, then he or she shall receive, within ten days of his or her
termination, an amount equal to two times the
17
<PAGE>
Vice President's annual base salary then in effect. The TrustCo Employment
Agreements for the Vice Presidents also provide for a gross up payment in the
event that the amounts payable to a Vice President upon his or her termination
under such Vice President's TrustCo Employment Agreement or any other agreement
involving such Vice President are subject to the excise tax imposed by Section
4999 of the Internal Revenue Code.
Upon termination of a Vice President's employment due to retirement or
disability, TrustCo and Trustco Bank shall provide to the Vice President and his
or her spouse, for the life of the Vice President, the same health insurance
benefits provided to retirees by TrustCo and Trustco Bank under their medical
insurance plan. TrustCo and Trustco Bank will also provide to the Vice President
for his or her life the same life insurance benefits provided to retirees by
TrustCo and Trustco Bank under their life insurance plan.
The TrustCo Employment Agreements for the Vice Presidents define
termination within two years after a change in control to include: (a) any
reduction in the executive's annual compensation (including executive incentive
compensation), disability, death, retirement, pension or profit sharing benefits
(unless such reductions shall be applied to all Trustco Bank employees as part
of a validly adopted plan of cost containment), responsibilities or duties;
(b) either TrustCo's or Trustco Bank's relocation or a change in the executive's
base location; (c) receipt of a non-renewal notice pursuant to the Vice
President's TrustCo Employment Agreement; or (d) the unilateral election of the
executive to terminate his or her TrustCo Employment Agreement. Notwithstanding
the foregoing, the parties to the Vice Presidents' TrustCo Employment Agreements
have agreed that the Vice Presidents' ineligibility to participate in the
Trustco Bank Profit Sharing Plan, as aforesaid, shall not have effected a
termination of such employment agreements.
(3) General Provisions
In addition to termination payments for the President and Vice Presidents
described above, all TrustCo Employment Agreements provide for (a) the payment
in full of each employee's compensation due, including retirement, pension and
profit sharing plans, through the termination date, (b) the continuation of
health and group life insurance benefits for at least one year following
termination, and (c) the cost of any legal expenses as a result of such
termination.
Performance Bonus Plan
Under the Officers Performance Bonus Plan, officers and key employees of
TrustCo are eligible to be awarded units, the value of which is based upon the
appreciation in value of Common Stock between the date of the award and the
occurrence of a "change in control" as defined in the Officers Performance Bonus
Plan. The units so awarded vest, and payments under the Officers Performance
Bonus Plan are to be made, only upon the occurrence of a change in control or
upon a participant's termination of employment with TrustCo within the year
prior to a change of control. Mr. McCormick was awarded 1,058,000 units, and Mr.
Cushing, Ms. McNamara, Mr. Pidgeon, and Mr. Terry were each awarded 396,750
units, all at a base price of $7.87 per unit (after adjustment for the 15% stock
splits on November 14, 1997 and November 13, 1998, and the two for one stock
split on November 12, 1999).
THE TRUSTCO BOARD RECOMMENDS A VOTE FOR THE ELECTION OF
THE TRUSTCO DIRECTOR NOMINEES AS TRUSTCO DIRECTORS, WHICH
IS ITEM 1 ON THE TRUSTCO PROXY CARD
18
<PAGE>
Item 2. Ratification of the Appointment of Independent Auditors
KPMG LLP ("KPMG"), certified public accountants, were the independent
auditors for TrustCo for the year ended December 31, 1999, and the TrustCo Board
has again selected and appointed them as the independent auditors for the year
ending December 31, 2000. A resolution will be presented at the Annual Meeting
to ratify their appointment as independent auditors. The independent auditors
will report on the consolidated financial statements of TrustCo for the current
calendar year and will perform such other non-audit services as may be required
of them. Representatives of KPMG are expected to be present at the Annual
Meeting to make a statement if they so desire and are also expected to be
available to respond to appropriate questions that may be raised.
During the year ended December 31, 1999, KPMG provided various audit and
non-audit professional services to TrustCo. Audit services so provided included
examination of the consolidated financial statements of TrustCo, review,
assistance, and consultation in connection with the filing of the Form 10-K
Annual Report with the S.E.C., and assistance with accounting and financial
reporting requirements. Non-audit services so provided included the preparation
and planning of corporate tax returns.
Vote Required
The affirmative vote of a majority of all of TrustCo's issued and
outstanding shares of Common Stock is required to ratify the appointment of KPMG
as TrustCo's independent auditors for the year ending December 31, 2000.
Dissenting votes give rise to no rights on the part of dissenters.
THE TRUSTCO BOARD RECOMMENDS THAT TRUSTCO SHAREHOLDERS VOTE FOR THIS
PROPOSAL, WHICH IS ITEM 2 ON THE TRUSTCO PROXY CARD.
Item 3. Other Matters
The TrustCo Board is not aware of any other matters that may come before
the Annual Meeting. However, the proxies may be voted with discretionary
authority with respect to any other matters that may properly come before the
Annual Meeting.
S.E.C. FORM 10-K:
TrustCo will provide without charge a copy of its annual report on Form
10-K upon written request. Requests and related inquiries should be directed to:
William F. Terry, Secretary, TrustCo Bank Corp NY, P.O. Box 1082, Schenectady,
New York 12301-1082.
Ownership of TrustCo Common Stock by Certain Beneficial Owners
TrustCo is not aware of any person who, as of the date hereof, is the
beneficial owner of more than 5% of the Common Stock.
At March 1, 2000, the Trust Department of Trustco Bank held 4,902,142
shares of Common Stock as executor, trustee and agent (9.17% of outstanding
shares) not otherwise reported in this Proxy Statement. Neither TrustCo nor
Trustco Bank has any beneficial interest in these shares.
19
<PAGE>
Transactions with TrustCo and Trustco Bank Directors, Executive Officers and
Associates
Some of the Directors and Executive Officers of TrustCo and Trustco Bank,
and some of the corporations and firms with which these individuals are
associated, are also customers of Trustco Bank in the ordinary course of
business, or are indebted to Trustco Bank in respect to loans of $60,000 or
more, and it is anticipated that they will continue to be customers of and
indebted to Trustco Bank in the future. All such loans, however, were made in
the ordinary course of business, did not involve more than normal risk of
collectibility, do not present other unfavorable features, and were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the same time for comparable Trustco Bank transactions with
unaffiliated persons. As of March 1, 2000, the total amount of such loans
represented 1.88% of shareholders' equity of TrustCo.
During the previous calendar year, Trustco Bank has had commercial
transactions in the ordinary course of business with companies with which
certain of TrustCo's Directors are affiliated. No significant business or
personal relationship with Trustco Bank existed by virtue of a person's position
in TrustCo or in Trustco Bank, or ownership interest in TrustCo.
Insurance for Indemnification of Officers and Directors
TrustCo renewed insurance for the indemnification of its Executive Officers
and Directors and Executive Officers and Directors of Trustco Bank from the CNA
Insurance Companies effective for the one-year period from October 10, 1999 to
October 10, 2000. The cost of this insurance was $68,250, and coverage is
provided to all Executive Officers and Directors of TrustCo and Trustco Bank.
The TrustCo Board has no knowledge of any claims made or sum paid pursuant to
such insurance policy during 1999.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
TrustCo's Directors and Executive Officers, and persons who own more than 10% of
a registered class of TrustCo's equity securities ("Reporting Persons") to file
initial reports of ownership and reports of changes of ownership in Common Stock
and other equity securities with the S.E.C. Reporting Persons are required by
S.E.C. regulations to furnish TrustCo with copies of all Section 16(a) reports
they file.
Based solely on a review of the copies of such reports furnished to
TrustCo, and written representations that no other reports were required, during
the fiscal year ended December 31, 1999, all Section 16(a) filing requirements
have been met, except that 1,000 shares purchased by Mr. Cushing in July 1999
were not reported by the Bank on his behalf until January 2000. In addition,
purchases of 1,031 shares by trusts related to Mr. Brickman in April of 1997,
January, February and July of 1998 were not reported by the Bank until August
1999.
TRUSTCO SHAREHOLDERS
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, PLEASE SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING TRUSTCO PROXY CARD IN THE ENVELOPE
PROVIDED. IF YOU PLAN TO ATTEND THE ANNUAL MEETING AND ARE A SHAREHOLDER OF
RECORD, PLEASE MARK THE PROXY CARD APPROPRIATELY AND RETURN IT. HOWEVER, IF YOUR
SHARES ARE NOT REGISTERED IN YOUR OWN NAME, PLEASE ADVISE THE SHAREHOLDER OF
RECORD (YOUR BANK, BROKER, ETC.) THAT YOU WISH TO ATTEND. THAT FIRM MUST PROVIDE
YOU WITH EVIDENCE OF YOUR OWNERSHIP, WHICH WILL ENABLE YOU TO GAIN ADMITTANCE TO
THE ANNUAL MEETING.
20
<PAGE>
APPENDIX A
TRUSTCO BANK CORP NY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
May 15, 2000
The Board of Directors recommends a vote "FOR" proposals 1 and 2 below.
1. Election of Directors (Page 2)
[ ] FOR
[ ] WITHHELD
* FOR ALL EXCEPT the following nominees:
2. Ratification of the Appointment of Independent Auditors (Page 19)
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
SPECIAL NOTES
[ ] I plan to attend meeting. [ ] I plan to bring a guest.
[ ] Comments on reverse side
SIGNATURES___________________________________ DATE_______________, 2000
Please sign and date this proxy card exactly as your name(s) appears
above and return it promptly whether or not you plan to attend the
meeting. If signing for a corporation or partnership or as an agent,
attorney or fiduciary, indicate the capacity in which you are signing.
If you do attend the meeting and decide to vote by ballot, such vote
will supersede this proxy.
This Proxy is solicited on behalf of the Board of Directors of TrustCo
Bank Corp NY ("TrustCo") for the Annual Meeting of shareholders to be
held at TrustCo Bank Corp. NY, Trust Building, - 6th Floor, 192 Erie
Boulevard, Schenectady, New York, on May 15, 2000.
The undersigned hereby appoints Harry E. Whittingham, Jr. and Anthony
M. Salerno, and each of them, the proxy or proxies of the undersigned,
with full power of substitution, to vote all shares of common stock of
TrustCo which the undersigned is entitled to vote at the Annual Meeting,
and at any adjournments or postponements thereof.
This proxy will be voted as directed, but if no direction is indicated,
it will be voted FOR proposal 2 and in the discretion of the
proxies on such other matters as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
Your vote for election of Directors may be indicated on the other side.
Nominees are - Barton A. Andreoli, Nancy A. McNamara, Dr. James H. Murphy,
and William J. Purdy for three years terms, and Joseph Lucarelli
for a one year term.
Please sign and date this proxy card on the reverse side and mail
promptly in the enclosed postage-paid envelope. If you do not sign
and return a proxy or attend the meeting and vote by ballot, your shares
cannot be counted.
Comments:__________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
(If you have written in the above space, please mark the "Comments"
box on the other side of this card.)
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