form10k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
T Annual Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the
Fiscal Year Ended December 31, 2008
Or
£ Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the
transition period from ____________________ to ____________________
Commission file number
0-10592
TRUSTCO
BANK CORP NY
(Exact
name of registrant as specified in its charter)
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NEW
YORK
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14-1630287
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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5
SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (518) 377-3311
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of exchange on which
registered)
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Common
Stock, $1.00 Par Value
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The
NASDAQ Stock Market LLC
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Securities
registered pursuant to Section 12(g) of the Act: None
______________
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes.T No. £
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes. £
No. T
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes.
T No. £
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. T
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
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Large
Accelerated Filer T
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Accelerated
Filer £
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Non-Accelerated
Filer £
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Smaller
reporting company £
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes.
£
No. T
The
aggregate market value of the common stock held by non-affiliates as of June 30,
2008 was approximately $530,200,564 (based upon the closing price of $7.42 on
June 30, 2008, as reported on the NASDAQ Global Select Market).
The
number of shares outstanding of the registrant’s common stock as of February 20,
2008 was
76,218,339.
Documents
Incorporated by Reference: (1) Portions of registrant's Annual Report to
Shareholders for the fiscal year ended December 31, 2008 (Part I and Part II)
and (2) Portions of registrant's Proxy Statement filed for its Annual
Meeting of Shareholders to be held May 18, 2009 (Part III).
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Description
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Page
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3
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PART
I
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Item
1
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4
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Item
1A
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15
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Item
1B
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21
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Item
2
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21
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Item
3
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21
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Item
4
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21
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PART
II
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Item
5
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23
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Item
6
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24
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Item
7
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24
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Item
7A
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24
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Item
8
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24
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Item
9
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24
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Item
9A
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24
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Item
9B
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24
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25
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PART
III
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Item
10
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25
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Item
11
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26
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Item
12
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26
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Item
13
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26
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Item
14
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26
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PART
IV
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Item
15
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26
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30
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EXHIBITS
INDEX
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USE
OF NON-GAAP FINANCIAL MEASURES
The
Securities and Exchange Commission (“SEC”) has adopted Regulation G, which
applies to all public disclosures, including earnings releases, made by
registered companies that contain “non-GAAP financial measures.” GAAP
is generally accepted accounting principles in the United States of
America. Under Regulation G, companies making disclosures containing
non-GAAP financial measures must also disclose, along with each non-GAAP
financial measure, certain additional information, including a reconciliation of
the non-GAAP financial measure to the closest comparable GAAP financial measure
and a statement of the company’s reasons for utilizing the non-GAAP financial
measure as part of its financial disclosures. At the same time that
the SEC issued Regulation G, it also made amendments to Item 10 of Regulation
S-K, requiring companies to make the same types of supplemental disclosures
whenever they include non-GAAP financial measures in their filings with the
SEC. The SEC has exempted from the definition of “non-GAAP financial
measures” certain specific types of commonly used financial measures that are
not based on GAAP. When these exempted measures are included in
public disclosures or SEC filings, supplemental information is not
required. The following measures used in this Report which have not
been specifically exempted by the SEC may nevertheless constitute “non-GAAP
financial measures” within the meaning of the SEC’s new rules, although we are
unable to state with certainty that the SEC would so regard them.
Tax-Equivalent Net Interest Income
and Net Interest Margin: Net interest income, as a component
of the tabular presentation by financial institutions of Selected Financial
Information regarding their recently completed operations, is commonly presented
on a tax-equivalent basis. That is, to the extent that some component
of the institution’s net interest income will be exempt from taxation (e.g., was
received by the institution as a result of its holdings of state or municipal
obligations), an amount equal to the tax benefit derived from that component is
added back to the net interest income total. This adjustment is
considered helpful in comparing one financial institution’s net interest income
(pre-tax) to that of another institution, as each will have a different
proportion of tax-exempt items in their portfolios. Moreover, net
interest income is itself a component of a second financial measure commonly
used by financial institutions, net interest margin, which is the ratio of net
interest income to average earning assets. For purposes of this
measure as well, tax-equivalent net interest income is generally used by
financial institutions, again to provide a better basis of comparison from
institution to institution. We follow these practices.
The Efficiency
Ratio: Financial institutions often use an “efficiency ratio”
as a measure of expense control. The efficiency ratio typically is
defined as noninterest expense divided by taxable equivalent net interest income
plus noninterest income. As in the case of net interest income,
generally, net interest income as utilized in calculating the efficiency ratio
is typically expressed on a tax-equivalent basis. Moreover, most
financial institutions, in calculating the efficiency ratio, also adjust both
noninterest expense and noninterest income to exclude from these items (as
calculated under GAAP) certain component elements, such as non-recurring
charges, and other real estate expense (deducted from noninterest expense) and
securities transactions and other non-recurring income items (excluded from
noninterest income). We follow these practices.
PART
I
General
TrustCo
Bank Corp NY (“TrustCo” or the “Company”) is a savings and loan holding company
having its principal place of business at 5 Sarnowski Drive, Glenville, New York
12302. TrustCo was incorporated under the laws of New York in 1981 to acquire
all of the outstanding stock of Trustco Bank, National Association, formerly
known as Trustco Bank New York, and prior to that, The Schenectady Trust
Company.
Through
policy and practice, TrustCo continues to emphasize that it is an equal
opportunity employer. There were 756 full-time equivalent employees of TrustCo
at year-end 2008. TrustCo had 14,149 shareholders of record as of December 31,
2008 (the last business day in 2008) and the closing price of the TrustCo common
stock on that date was $9.51.
Subsidiaries
Trustco
Bank
Trustco
Bank is a federal savings bank engaged in providing general banking services to
individuals, partnerships, and corporations. The Bank operates 125 automatic
teller machines and 124 banking offices in Albany, Columbia, Dutchess, Greene,
Orange, Rensselaer, Rockland, Saratoga, Schenectady, Schoharie, Ulster, Warren,
Washington and Westchester counties of New York, Charlotte, Hillsborough, Lake,
Orange, Osceola, Polk, Sarasota, Seminole and Volusia counties in Florida,
Bennington County in Vermont, Berkshire County in Massachusetts and Bergen
County in New Jersey. The largest part of such business consists of accepting
deposits and making loans and investments. The Bank provides a wide range of
both personal and business banking services. The Bank is supervised and
regulated by the federal Office of Thrift Supervision (“OTS”) and is a member of
the Federal Reserve System. Its deposits are insured by the Federal Deposit
Insurance Corporation (“FDIC”) to the extent permitted by law. The Bank’s
subsidiary Trustco Realty Corp. holds certain mortgage assets that are serviced
by the Bank. The Bank accounted for substantially all of TrustCo’s 2008
consolidated net income and average assets. During 2008, the Bank dissolved and
liquidated its former subsidiary Trustco Vermont Investment Company and caused
the distribution of all of the assets of that subsidiary to the Bank; the Bank
holds one other subsidiary, Trustco Insurance Agency, Inc., which is a licensed
insurance agency, although such subsidiary does not engage in any significant
business activities.
The trust
department of the Bank serves as executor of estates and trustee of personal
trusts, provides asset and wealth management services, provides estate planning
and related advice, provides custodial services, and acts as trustee for various
types of employee benefit plans and corporate pension and profit sharing trusts.
The aggregate market value of the assets under trust, custody, or management of
the trust department of the Bank was approximately $765 million as of December
31, 2008.
The daily
operations of the Bank remain the responsibility of its officers, subject to the
oversight of its Board of Directors and overall supervision by TrustCo. The
accounts of the Bank are included in TrustCo's consolidated financial
statements.
ORE
Subsidiary
In 1993,
TrustCo created ORE Subsidiary Corp., a New York corporation, to hold and manage
certain foreclosed properties acquired by the Bank. The accounts of this
subsidiary are included in TrustCo's consolidated financial
statements.
Recent
Market Developments
In
response to the financial crises affecting the banking system and financial
markets and going concern threats to investment banks and other financial
institutions, on October 3, 2008, the Emergency Economic Stabilization Act
of 2008 (the “EESA”) was signed into law. Under the EESA, the U.S. Department of
the Treasury was given the authority to, among other things, purchase up to
$700 billion of securities and certain other financial instruments from
financial institutions for the purpose of stabilizing and providing liquidity to
the U.S. financial markets.
On
October 14, 2008, the Treasury Department announced a Capital Purchase
Program under which it would acquire equity investments, usually preferred
stock, in banks and thrifts and their holding companies. In conjunction with the
purchase of preferred stock, the Treasury Department also received warrants to
purchase common stock from participating financial institutions. Participating
financial institutions also were required to adopt the Treasury Department’s
standards for executive compensation and corporate governance for the period
during which the department holds equity issued under the Capital Purchase
Program. TrustCo has determined that it would not participate in the Capital
Purchase Program.
On
November 21, 2008, the FDIC adopted a final rule relating to a Temporary
Liquidity Guarantee Program, which the FDIC had previously announced as an
initiative to counter the system-wide crisis in the nation’s financial sector.
Under the Temporary Liquidity Guarantee Program the FDIC will
(i) guarantee, through the earlier of maturity or June 30, 2012,
certain newly issued senior unsecured debt issued by participating institutions
on or after October 14, 2008, and before June 30, 2009 and
(ii) provide full FDIC deposit insurance coverage for non-interest bearing
transaction deposit accounts, Negotiable Order of Withdrawal (“NOW”) accounts
paying less than 0.5% interest per annum and certain other accounts held at
participating FDIC- insured institutions through December 31, 2009.
Coverage under the Temporary Liquidity Guarantee Program was available for the
first 30 days without charge. The fee assessment for coverage of senior
unsecured debt ranges from 50 basis points to 100 basis points per
annum, depending on the initial maturity of the debt. The fee assessment for
deposit insurance coverage is 10 basis points per quarter on amounts in
covered accounts exceeding $250,000. The Company has elected to participate in
both guarantee programs.
The
American Recovery and Reinvestment Act of 2009 (“ARRA”), more commonly known as
the economic stimulus or economic recovery package, was signed into law on
February 17, 2009, by President Obama. ARRA includes a wide variety of
programs intended to stimulate the economy and provide for extensive
infrastructure, energy, health, and education needs. In addition, ARRA imposes
certain new executive compensation and corporate expenditure limits on all
current and future TARP recipients until the recipient has repaid the Treasury,
which is now permitted under ARRA without penalty and without the need to raise
new capital, subject to the Treasury’s consultation with the recipient’s
appropriate regulatory agency.
Competition
TrustCo
faces strong competition in its market areas, both in attracting deposits and
making loans. The Company’s most direct competition for deposits, historically,
has come from commercial banks, savings associations, and credit unions that are
located or have branches in the Bank’s market areas. The competition ranges from
other locally based commercial banks, savings banks and credit unions to branch
offices of the largest financial institutions in the United States. In its
principal market areas the Capital District area of New York State and Central
Florida, TrustCo's principal competitors are local operations of super regional
banks, branch offices of money center banks, and locally based commercial and
savings banks. The Bank is the largest depository institution headquartered in
the Capital District area of New York State. The Company also faces competition
for deposits from national brokerage houses, short-term money market funds, and
other corporate and government securities funds.
Factors
affecting the acquisition of deposits include pricing, office locations and
hours of operation, the variety of deposit accounts offered, and the quality of
customer service provided. Competition for loans has been especially keen during
the last several years. Commercial banks, thrift institutions, traditional
mortgage brokers affiliated with local offices and nationally franchised real
estate brokers are all active and aggressive competitors. The Company competes
in this environment by providing a full range of financial services based on a
tradition of financial strength and integrity dating from its inception. The
Company competes for loans, principally through the interest rates and loan fees
it charges, and the efficiency and quality of services it provides to
borrowers.
Supervision and
Regulation
Banking
is a highly regulated industry, with numerous federal and state laws and
regulations governing the organization and operation of banks and their
affiliates. As a savings and loan holding company registered under the Home
Owners’ Loan Act of 1934 (the "HOLA"), TrustCo is regulated and examined by the
OTS. The HOLA requires TrustCo to obtain prior OTS approval for acquisitions and
restricts the business operations permitted to TrustCo. The OTS is also the
Bank’s primary federal regulator and supervises and examines the
Bank. Because the FDIC provides deposit insurance to the Bank, the
Bank is also subject to its supervision and regulation even though the FDIC is
not the Bank’s primary federal regulator.
Most of
TrustCo's revenues consist of cash dividends paid to TrustCo by the Bank,
payment of which is subject to various regulatory limitations. (Note 1 to the
consolidated financial statements contained in TrustCo’s Annual Report to
Shareholders for the year ended December 31, 2008 contains information
concerning restrictions on TrustCo’s ability to pay dividends and is hereby
incorporated by reference.) Compliance with the standards set forth in the OTS
rules regarding capital distribution by savings associations and savings banks
could also limit the amount of dividends that TrustCo may pay to its
shareholders. The banking industry is also affected by the monetary and fiscal
policies of the federal government, including the Federal Reserve System, which
exerts considerable influence over the cost and availability of funds obtained
for lending and investing.
See Note
15 to the consolidated financial statements contained in TrustCo's Annual Report
to Shareholders for the year ended December 31, 2008, and the discussion under
“Federal Savings Institution Regulations – Regulatory Capital Requirements,”
which contain information concerning the Bank’s regulatory capital
requirements.
The
following summary of laws and regulations applicable to the Company and the Bank
is not intended to be a complete description of those laws and regulations or
their effects on the Company and the Bank, and it is qualified in its entirety
by reference to the particular statutory and regulatory provisions
described.
Holding
Company Activities
The
activities of savings and loan holding companies are governed by the HOLA. Since
TrustCo became a savings and loan holding company in 2002, its activities are
limited to those permissible for “multiple” savings and loan holding companies
(that is, savings and loan holding companies owning more than one savings
association subsidiary) as of March 5, 1987, activities permitted for bank
holding companies as of November 12, 1999 and activities permissible for
“financial holding companies” (which are described below). “Savings
associations” include federal savings banks such as the Bank. TrustCo must
obtain approval from the appropriate bank regulatory agencies before acquiring
control of any insured depository institution.
A savings
and loan holding company is prohibited from, directly or indirectly, acquiring
more than 5% of the voting stock of another financial institution or savings and
loan holding company, without prior written approval of the Office of Thrift
Supervision and from acquiring or retaining control of a depository institution
that is not insured by the Federal Deposit Insurance Corporation. In evaluating
applications by holding companies to acquire savings institutions, the Office of
Thrift Supervision considers the financial and managerial resources and future
prospects of the Company and institution involved, the effect of the acquisition
on the risk to the deposit insurance funds, the convenience and needs of the
community and competitive factors.
The
Office of Thrift Supervision may not approve any acquisition that would result
in a multiple savings and loan holding company controlling savings institutions
in more than one state, subject to two exceptions: (i) the approval of
interstate supervisory acquisitions by savings and loan holding companies and
(ii) the acquisition of a savings institution in another state if the laws of
the state of the target savings institution specifically permit such
acquisitions. The states vary in the extent to which they permit interstate
savings and loan holding company acquisitions.
Although
savings and loan holding companies are not currently subject to specific capital
requirements or specific restrictions on the payment of dividends or other
capital distributions, federal regulations do prescribe such restrictions on
subsidiary savings institutions as described below. In addition, the financial
impact of a holding company on its subsidiary institution is a matter that is
evaluated by the Office of Thrift Supervision and the agency has authority to
order cessation of activities or divestiture of subsidiaries deemed to pose a
threat to the safety and soundness of the institution.
Securities
Regulation and Corporate Governance
The
Company’s common stock is registered with the Securities and Exchange Commission
under Section 12(b) of the Securities Exchange Act of 1934, and the Company is
subject to restrictions, reporting requirements and review procedures under
federal securities laws and regulations. The Company is also subject to the
rules and reporting requirements of The Nasdaq Stock Market LLC, on which its
Common Stock is traded. Like other issuers of publicly traded securities, the
Company must also comply with The Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"),
which implemented legislative reforms intended to address corporate and
accounting fraud and contains reforms of various business practices and numerous
aspects of corporate governance. For example, Sarbanes-Oxley addresses
accounting oversight and corporate governance matters, including the creation of
a five-member oversight board appointed by the Securities and Exchange
Commission to set and enforce auditing, quality control and independence
standards for accountants and have investigative and disciplinary powers;
increased responsibilities and codified requirements relating to audit
committees of public companies and how they interact with a company's public
accounting firm; the prohibition of accounting firms from providing various
types of consulting services to public clients and requiring accounting firms to
rotate partners among public client assignments every five years; expanded
disclosure of corporate operations and internal controls and certification by
chief executive officers and chief financial officers to the accuracy of
periodic reports filed with the SEC; and prohibitions on public company insiders
from trading during retirement plan "blackout" periods, restrictions on loans to
company executives and enhanced controls on and reporting of insider
trading.
Although
the Company has and will continue to incur additional expense in complying with
the provisions of Sarbanes-Oxley and the resulting regulations, management does
not expect that such compliance will have a material impact on the Company's
financial condition or results of operations.
Federal
Savings Institution Regulation
Business Activities.
Federal law and regulations govern the activities of federal savings banks such
as the Bank. These laws and regulations delineate the nature and extent of the
activities in which federal savings banks may engage. In particular, certain
lending authority for federal savings banks, e.g., commercial,
non-residential real property loans and consumer loans, is limited to a
specified percentage of the institution’s capital or assets.
Regulatory Capital
Requirements. OTS capital regulations require thrifts to satisfy three
capital ratio requirements: tangible capital, Tier 1 core (leverage)
capital, and risk-based capital. In general, an association’s tangible capital,
which must be at least 1.5% of adjusted total assets, is the sum of common
shareholders’ equity adjusted for the effects of other comprehensive income
(“OCI”), net of the adjustment to record the previously unrecognized over funded
position of employee benefit plans, less goodwill and other disallowed assets.
An association’s ratio of Tier 1 core capital to adjusted total assets (the
“core capital” or “leverage” ratio) must be at least 3% for the most highly
rated associations and 4% for others. Higher capital ratios may be required if
warranted by the particular circumstances or risk profile of a given
association. Under the risk-based capital requirement, a savings association
must have total capital (core capital plus supplementary capital) equal to at
least 8% of risk-weighted assets. Tier 1 capital must represent at least
50% of total capital and consists of core capital elements, which include common
shareholders’ equity, qualifying noncumulative nonredeemable perpetual preferred
stock, and minority interests in the equity accounts of consolidated
subsidiaries, but exclude goodwill and certain other intangible assets.
Supplementary capital mainly consists of qualifying subordinated debt and
portions of allowance for loan losses.
The above
capital requirements are viewed as minimum standards by the OTS. The OTS
regulations also specify minimum requirements for a savings association to be
considered a “well-capitalized institution” as defined in the “prompt corrective
action” regulation described below. A “well-capitalized” savings association
must have a total risk-based capital ratio of 10% or greater, and a leverage
ratio of 5% or greater.
Additionally,
to qualify as a “well-capitalized institution,” a savings association’s
Tier 1 risk-based capital, defined as core capital plus supplementary
capital less portions of the association’s allowance for loan losses, must be
equal to at least 6% of risk-weighted assets. The Bank currently meets all of
the requirements of a “well-capitalized institution.”
The OTS
regulations contain prompt corrective action provisions that require certain
mandatory remedial actions and authorize certain other discretionary actions to
be taken by the OTS against a savings association that falls within specified
categories of capital deficiency. The relevant regulations establish five
categories of capital classification for this purpose, ranging from
“well-capitalized” or “adequately capitalized” through “undercapitalized,”
“significantly undercapitalized” and “critically undercapitalized.” In general,
the prompt corrective action regulations prohibit an OTS-regulated institution
from declaring any dividends, making any other capital distributions, or paying
a management fee to a controlling person, such as its parent holding company,
if, following the distribution or payment, the institution would be within any
of the three undercapitalized categories.
Insurance of Deposit
Accounts. Deposits of Trustco Bank are insured by the Deposit Insurance
Fund (“DIF”) of the FDIC. The FDIC determines insurance premiums based on a
number of factors, primarily the risk of loss that insured institutions pose to
the DIF. Recent legislation eliminated the minimum 1.25% reserve ratio for the
insurance funds, the mandatory assessments when the ratio falls below 1.25% and
the prohibition on assessing the highest quality banks when the ratio is above
1.25%. The FDIC has the ability to adjust the new insurance fund’s reserve ratio
between 1.15% and 1.5%, depending on projected losses, economic changes and
assessment rates at the end of a calendar year.
In an
effort to restore capitalization levels and to ensure the DIF will have the
resources to cover projected losses from future bank failures, the FDIC in
October 2008 proposed a rule to change the way in which it differentiates for
risk in the risk-based assessment system and to revise deposit insurance
assessment rates, including base assessment rates. The FDIC also proposed to
introduce three adjustments that could be made to an institution’s initial base
assessment rate. In addition, the FDIC proposed raising the current rates
uniformly by 7 basis points for the assessment for the first quarter of
2009 resulting in annualized assessment rates for Risk Category 1
institutions ranging from 12 to 14 basis points. The proposal for
first quarter 2009 assessment rates was adopted as a final rule in
December 2008. The FDIC also proposed, effective April 1, 2009,
initial base assessment rates for Risk Category 1 institutions of
10 to 14 basis points. After the effect of potential base-rate
adjustments, the annualized assessment rate for Risk Category 1
institutions would range from 8 to 21 basis points. A final rule
related to this proposal is expected to be issued during the first quarter of
2009.
A change
in insurance premiums could have an adverse effect on the operating expenses and
results of operations of Trustco Bank. The Bank cannot predict what insurance
assessment rates will be in the future. Assessment credits have been provided to
institutions that paid high premiums in the past, and Trustco Bank will have
credits of approximately $187 thousand to offset premiums in the
future.
Insurance
of deposits may be terminated by the FDIC upon a finding that the institution
has engaged in unsafe or unsound practices, is in an unsafe or unsound condition
to continue operations or has violated any applicable law, regulation, rule,
order or condition imposed by the FDIC or the OTS. The Bank does not know of any
practice, condition or violation that might lead to termination of its deposit
insurance.
In
addition to the assessment for deposit insurance, institutions are required to
make payments on bonds issued in the late 1980s by the Financing Corporation to
recapitalize a predecessor deposit insurance fund.
Limitation on Capital
Distributions. Office of Thrift Supervision regulations impose
limitations upon all capital distributions by Trustco Bank, including cash
dividends, payments to repurchase its shares and payments to stockholders of
another institution in a cash-out merger. Under the regulations, an application
to and the prior approval of the Office of Thrift Supervision is required prior
to any capital distribution if the institution does not meet the criteria for
“expedited treatment” of applications under Office of Thrift Supervision
regulations (i.e.,
generally, examination ratings in the two top categories), the total capital
distributions for the calendar year exceed net income for that year plus the
amount of retained net income for the preceding two years, the institution would
be undercapitalized following the distribution or the distribution would
otherwise be contrary to a statute, regulation or agreement with Office of
Thrift Supervision. If an application is not required, the institution must
still provide prior notice to Office of Thrift Supervision of the capital
distribution if, like the Bank, it is a subsidiary of a holding company. In the
event the Bank’s capital fell below its regulatory requirements or the Office of
Thrift Supervision notified it that it was in need of more than normal
supervision, the Bank’s ability to make capital distributions could be
restricted. In addition, the Office of Thrift Supervision could prohibit a
proposed capital distribution by any institution, which would otherwise be
permitted by the regulation, if the Office of Thrift Supervision determines that
such distribution would constitute an unsafe or unsound practice.
Assessments. The Bank
is required to pay assessments to the Office of Thrift Supervision to fund the
agency’s operations. The general assessments, paid on a semi-annual basis, is
computed upon the Bank’s total assets, including consolidated subsidiaries, as
reported in the Bank’s latest quarterly thrift financial report. The assessments
paid by the Bank for the year ended December 31, 2008 totaled approximately $598
thousand.
Community Reinvestment
Act. The Community Reinvestment Act ("CRA") requires each savings
institution, as well as commercial banks and certain other lenders, to identify
the communities served by the institution's offices and to identify the types of
credit the institution is prepared to extend within those communities. The CRA
also requires the OTS to assess an institution's performance in meeting the
credit needs of its identified communities as part of its examination of the
institution, and to take such assessments into consideration in reviewing
applications with respect to branches, mergers and other business combinations,
including acquisitions by savings and loan holding companies. An unsatisfactory
CRA rating may be the basis for denying such an application and community groups
have successfully protested applications on CRA grounds. In connection with its
assessment of CRA performance, the OTS assigns CRA ratings of "outstanding,"
"satisfactory," "needs to improve" or "substantial noncompliance." The Bank was
rated "satisfactory” in its last CRA examination. Institutions are evaluated
based on (i) its record of helping to meet the credit needs of its assessment
area through lending activities; (ii) its qualified investments; and (iii) the
availability and effectiveness of the institution’s system for delivering retail
banking services. An institution that is found to be deficient in its
performance in meeting its community's credit needs may be subject to
enforcement actions, including cease and desist orders and civil money
penalties.
Qualified Thrift Lender
Test. Like all OTS-regulated institutions, the Bank is required to meet a
Qualified Thrift Lender (“QTL”) test or the Internal Revenue Code’s Domestic
Building and Loan Association (“DBLA”) test to avoid certain restrictions on its
operations, including restrictions on its ability to branch interstate and the
Company’s mandatory registration as a savings and loan holding company under the
Act. A savings association satisfies the QTL test if: (i) on a monthly
average basis in at least nine months out of each twelve month period, at least
65% of a specified asset base of the savings association consists of loans to
small businesses, credit card loans, educational loans, or certain assets
related to domestic residential real estate, including residential mortgage
loans and mortgage securities; or (ii) at least 60% of the savings
association’s total assets consist of cash, U.S. government or government
agency debt or equity securities, fixed assets, or loans secured by deposits,
real property used for residential, educational, church, welfare, or health
purposes, or real property in certain urban renewal areas. To be a QTL under the
DBLA test, a savings association must meet a “business operations test” and a
“60 percent of assets test.” The business operations test requires the business
of a DBLA to consist primarily of acquiring the savings of the public and
investing in loans. An institution meets the public savings requirement when it
meets one of two conditions: (i) The institution acquires its savings accounts
in conformity with OTS rules and regulations and (ii) The general public holds
more than 75 percent of its deposits, withdrawable shares, and other
obligations. An institution meets the investing in loans requirement when more
than 75 percent of its gross income consists of interest on loans and government
obligations, and various other specified types of operating income that
financial institutions ordinarily earn. The 60 percent of assets test requires
that at least 60 percent of a DBLA's assets must consist of assets that thrifts
normally hold, except for consumer loans that are not educational loans. The
Bank is currently, and expects to remain, in compliance with these
standards.
Federal
Reserve System
Federal
Reserve Board regulations require savings institutions to maintain non-interest
bearing reserves against their transaction accounts. The reserve for transaction
accounts as of December 31, 2008 was as follows:
|
Amount of transaction
accounts
|
Reserve Requirement
|
|
$0 to
$10.3 million
|
0
percent of amount.
|
|
Over
$10.3 million and up to $44.4 million
|
3
percent of amount.
|
|
Over
$44.4 million
|
$1,023,000
plus 10 percent of amount over $44.4
million.
|
The Bank
is in compliance with these requirements as of December 31, 2008.
Gramm-Leach-Bliley
Act Privacy Requirements
The
Gramm-Leach-Bliley Act of 1999 (the "GLB Act") generally provided for sweeping
financial modernization for commercial banks, savings banks, securities firms,
insurance companies, and other financial institutions operating in the United
States. Among other matters, the GLB Act established a federal right to the
confidential treatment of nonpublic personal information about consumers. These
provisions of the GLB Act require disclosure of privacy policies to consumers
and, in some circumstances, will allow consumers to prevent disclosure of
certain personal information to a nonaffiliated third party. Compliance with the
rules was mandatory starting on July 1, 2001. These rules affect how consumer
information is transmitted through diversified financial companies and conveyed
to outside vendors. Because the Company does not sell customer information or
give customer information to outside third parties or its affiliates except
under very limited circumstances (e.g., providing customer information to the
Company's data processing provider), the rules have not had a significant impact
on the Company's results of operations or financial condition.
Other
Legislation
The USA
PATRIOT Act ("Patriot Act"), which was enacted in the aftermath of the September
11, 2001 terrorist attacks, adopted numerous provisions designed to fight
international money laundering and to block terrorist access to the U.S.
financial system. Under Title III of the Patriot Act, also known as the
International Money Laundering Abatement and Anti-Terrorism Financing Act of
2001, all financial institutions, including the Company and the Bank, are
required to take certain measures to identify their customers, prevent money
laundering, monitor certain customer transactions and report suspicious activity
to U.S. law enforcement agencies, and scrutinize or prohibit altogether certain
transactions of special concern. Financial institutions also are required to
respond to requests for information from federal banking regulatory agencies and
law enforcement agencies concerning their customers and their transactions.
Information-sharing among financial institutions concerning terrorist or money
laundering activities is encouraged by an exemption provided from the privacy
provisions of the GLB Act and other laws. Further, the effectiveness of a
financial institution in combating money laundering activities is a factor to be
considered in applications submitted by a financial institution under the Bank
Merger Act. The Company has in place a Bank Secrecy Act compliance program, and
it engages in very few transactions of any kind with foreign financial
institutions or foreign persons.
The
Company operates a wholly owned real estate investment trust (“REIT”)
subsidiary, which was formed to acquire, hold and manage real estate mortgage
assets, including, but not limited to residential mortgage loans and
mortgage-backed securities. The income earned on these assets, net of expenses,
is distributed in the form of dividends. Under current New York State tax law,
60% of the dividends received from the REIT are excluded from total taxable
income.
Foreign
Operations
Neither
TrustCo nor the Bank engage in any operations in foreign countries or have
outstanding loans to foreign debtors.
Statistical Information
Analysis
The
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" are included in TrustCo's Annual Report to Shareholders for the year
ended December 31, 2008, which contains a presentation and discussion of
statistical data relating to TrustCo, is hereby incorporated by reference. This
information should not be construed to imply any conclusion on the part of the
management of TrustCo that the results, causes, or trends indicated therein will
continue in the future. The nature and effects of governmental monetary policy,
supervision and regulation, future legislation, inflation and other economic
conditions and many other factors which affect interest rates, investments,
loans, deposits, and other aspects of TrustCo's operations are extremely complex
and could make historical operations, earnings, assets, and liabilities not
indicative of what may occur in the future.
Critical Accounting
Policies
Pursuant
to recent SEC guidance, management of the Company is encouraged to evaluate and
disclose those accounting policies that are judged to be critical policies, or
those most important to the portrayal of the Company’s financial condition and
results of operations, and that require management’s most difficult subjective
or complex judgments. Management considers the accounting policy relating to the
allowance for loan losses to be a critical accounting policy given the inherent
subjectivity and uncertainty in estimating the levels of the allowance required
to cover credit losses in the portfolio and the material effect that such
judgments can have on the results of operations. Included in Note 1 to the
consolidated financial statements contained in TrustCo’s Annual Report to
Shareholders is a description of this critical policy and the other significant
accounting policies that are utilized by the Company in the preparation of the
Consolidated Financial Statements.
Availability of
Reports
This
annual report on Form 10-K and subsequently filed quarterly reports on Form
10-Q, current reports on Form 8-K and all amendments to those reports are
available free of charge from our Internet site, www.trustcobank.com.
Forward-Looking
Statements
Statements
included in the “Management's Discussion and Analysis of Financial Condition and
Results of Operations” of TrustCo's Annual Report to Shareholders for the year
ended December 31, 2008 and in future filings by TrustCo with the Securities and
Exchange Commission, in TrustCo's press releases, and in oral statements made
with the approval of an authorized executive officer which are not historical or
current facts are "forward-looking statements" made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 and are
subject to certain risks and uncertainties that could cause actual results to
differ materially from historical earnings and those presently anticipated or
projected. TrustCo wishes to caution readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date made. The
following important factors, among others, in some cases have affected and in
the future could affect TrustCo's actual results and could cause TrustCo's
actual financial performance to differ materially from that expressed in any
forward-looking statement: (i) credit risk; (ii) interest rate risk; (iii)
competition; (iv) changes in the regulatory environment; and (v) changes in
local market area and general business and economic trends. The foregoing list
should not be construed as exhaustive and the Company disclaims any obligation
to subsequently revise any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
These are
general risk factors affecting the Company. They are further described under
Item 1. “Business” and in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial also may
materially and adversely affect our business operations. Any of these risks
could materially and adversely affect our business, financial condition or
results of operations. In such cases, you may lose all or part of your
investment.
The current economic environment
poses significant challenges for us and could adversely affect our financial
condition and results of operations.
We are
operating in a challenging and uncertain economic environment, including
generally uncertain national and local conditions. Financial institutions
continue to be affected by sharp declines in the real estate market and
constrained financial markets. Dramatic declines in the housing market over the
past year, with falling home prices and increasing foreclosures and
unemployment, have resulted in significant write-downs of asset values by
financial institutions. Continued declines in real estate values, home sales
volumes and financial stress on borrowers as a result of the uncertain economic
environment could have an adverse effect on our borrowers or their customers,
which could adversely affect our financial condition, results of operations and
ability to pay common stock dividends at the current level. A worsening of these
conditions would likely exacerbate the adverse effects on the financial
institutions industry. For example, a current national economic recession, or
further deterioration in local economic conditions in our markets, could drive
losses beyond that which is provided for in our allowance for loan losses. We
may also face the following risks in connection with these events:
|
|
·
|
Economic
conditions that negatively affect housing prices and the job market have
resulted, and may continue to result, in a deterioration in credit quality
of our loan portfolio, and such deterioration in credit quality has had,
and could continue to have, a negative impact on our
business.
|
|
|
·
|
Market
developments may affect consumer confidence levels and may cause adverse
changes in payment patterns, causing increases in delinquencies and
default rates on loans and other credit
facilities.
|
|
|
·
|
The
processes we use to estimate allowance for loan losses and reserves may no
longer be reliable because they rely on complex judgments, which may no
longer be capable of accurate
estimation.
|
|
|
·
|
Our
ability to assess the creditworthiness of our customers may be impaired if
the approaches we use to select, manage, and underwrite our customers
become less predictive of future
charge-offs.
|
|
|
·
|
We
expect to face increased regulation of our industry, and compliance with
such regulation may increase our costs, limit our ability to pursue
business opportunities and increase compliance
challenges.
|
As these
conditions or similar ones continue to exist or worsen, TrustCo could experience
continuing or increased adverse effects on our financial condition.
There
can be no assurance the recently enacted legislation will help stabilize the
U.S. financial system or improve the economy.
There can
be no assurance as to the actual impact that the Emergency Economic Stability
Act of 2008 (“EESA”), and the programs implemented pursuant to the EESA,
including the Capital Purchase Program and Temporary Liquidity Guarantee
Program, will have on the financial markets, including the extreme levels of
volatility and limited credit availability currently being experienced.
Similarly, there can be no assurance as to the effect of the American Recovery
and Reinvestment Act of 2009 (“ARRA”) on the national economy. The
failure of these significant legislative measures to help stabilize the
financial markets and a continuation or worsening of current financial market
conditions could materially and adversely affect our business, financial
condition, results of operations, access to credit or the trading price of our
common shares.
The
failure of EESA or ARRA to help stabilize the financial markets and assist in
economic recovery and a continuation or worsening of current financial market
conditions, could materially and adversely affect our business, financial
condition, results of operations or the trading price of our common stock.
Additionally, we expect to face increased regulation of our industry, including
as a result of the EESA. Compliance with such regulation may increase our costs
and limit our ability to pursue business opportunities. We also may be required
to pay significantly higher FDIC premiums because market developments have
significantly depleted the insurance fund of the FDIC and reduced the ratio of
reserves to insured deposits.
Current
levels of market volatility are unprecedented and could adversely affect
us.
The stock
and credit markets have been experiencing volatility and disruption for more
than twelve months. In recent months, the volatility and disruption has reached
unprecedented levels. In some cases, the markets have produced downward pressure
on stock prices and credit availability for certain issuers without regard to
those issuers’ underlying financial strength. If current levels of market
disruption and volatility continue or worsen, we could experience an adverse
effect, which may be material, on our ability to access capital and on our
business, financial condition and results of operations.
The
soundness of other financial institutions could adversely affect
us.
Our
ability to engage in routine funding transactions could be adversely affected by
the actions and commercial soundness of other financial institutions. Financial
services institutions are interrelated as a result of trading, clearing,
counterparty or other relationships. We have exposure to many different
counterparties and we routinely execute transactions with counterparties in the
financial services industry, including brokers and dealers, banks, investment
banks, mutual funds, and other institutional entities. As a result, defaults by,
or even rumors or questions about, one or more financial services institutions,
or the financial services industry generally, have led to market-wide liquidity
problems and could lead to losses or defaults by us or by other institutions.
Many of these transactions expose us to credit risk in the event of default of
our counterparty or client. Any such losses could be material and
could materially and adversely affect our business, financial condition and
results of operations.
Certain
interest rate movements may hurt earnings and asset value.
Interest
rates have in recent years hit historical low levels. However, beginning in June
2004, the U.S. Federal Reserve had increased its target for the federal funds
rate from 1.00% to 5.25%. Beginning in September 2007, its target federal funds
rate has been reduced and ended 2008 at 0.25%. While these short-term market
interest rates (which are used as a guide to price the Bank’s deposits) have
fluctuated, longer-term market interest rates (which are used as a guide to
price the Bank’s longer-term loans) have not changed in a similar fashion. This
“flattening” of the market yield curve has had a negative impact on the Bank’s
interest rate spread and net interest margin to date, and if short-term interest
rates continue to rise, and if rates on the Bank’s deposits and borrowings
continue to reprice upwards faster than rates on the Bank’s long-term loans and
investments, the Bank would experience further compression of its interest rate
spread and net interest margin, which would have a negative effect on the Bank’s
profitability.
Changes
in interest rates also affect the value of the Bank’s interest-earning assets,
and in particular the Bank’s securities portfolio. Generally, the value of
fixed-rate securities fluctuates inversely with changes in interest rates.
Unrealized gains and losses on securities available for sale are reported as a
separate component of equity, net of tax. Decreases in the fair value of
securities available for sale resulting from increases in interest rates could
have an adverse effect on shareholders’ equity.
We
are exposed to credit risk in our lending activities.
There are
inherent risks associated with our lending and trading activities. Loans to
individuals and business entities, our single largest asset group, depend for
repayment on the willingness and ability of borrowers to perform as contracted.
A material adverse change in the ability of a significant portion of our
borrowers to meet their obligation to us, due to changes in economic conditions,
interest rates, natural disaster, acts of war, or other causes over which we
have no control, could adversely impact the ability of borrowers to repay
outstanding loans or the value of the collateral securing these loans, and could
have a material adverse impact on our earnings and financial
condition.
Strong
competition within the Bank’s market areas could hurt profits and slow
growth.
The Bank
faces intense competition both in making loans and attracting deposits. This
competition has made it more difficult for the Bank to make new loans and at
times has forced the Bank to offer higher deposit rates. Price competition for
loans and deposits might result in the Bank earning less on loans and paying
more on deposits, which would reduce net interest income. Competition also makes
it more difficult to grow loans and deposits and to hire and retain experienced
employees. Some of the institutions with which the Bank competes have
substantially greater resources and lending limits than the Bank has and may
offer services that the Bank does not provide. Management expects competition to
increase in the future as a result of legislative, regulatory and technological
changes and the continuing trend of consolidation in the financial services
industry. The Bank’s profitability depends upon its continued ability to compete
successfully in its market area.
The
Company operates in a highly regulated environment and may be adversely affected
by changes in laws, regulations and tax policies.
As
described earlier, the Bank is subject to extensive regulation, supervision and
examination by the Office of Thrift Supervision, its primary federal regulator,
and by the Federal Deposit Insurance Corporation, as insurer of our deposits. In
addition, the Company is subject to regulation and supervision by the Office of
Thrift Supervision. Such regulation and supervision govern the activities in
which an institution and its holding company may engage and are intended
primarily for the protection of the insurance fund and the depositors and
borrowers of the Bank rather than for holders of the Company’s common stock.
Regulatory authorities have extensive discretion in their supervisory and
enforcement activities, including the imposition of restrictions on operations,
the classification of the Bank’s assets and determination of the level of
allowance for loan losses. Any change in such regulation and oversight, whether
in the form of regulatory policy, regulations, legislation or supervisory
action, may have a material impact on operations.
Likewise,
the Company operates in an environment that imposes income taxes on its
operations at both the federal and state levels to varying degrees. Strategies
and operating routines have been implemented to minimize the impact of these
taxes.
Consequently,
any change in tax legislation could significantly alter the effectiveness of
these strategies.
Negative
events in certain geographic areas could adversely affect us.
Negative
conditions in the real estate markets where collateral for our mortgage loans is
located could adversely affect our borrower’s ability to repay and the value of
the collateral. Real estate values are affected by various factors, including
changes in general or regional economic conditions, governmental rules or
policies and natural disasters such as hurricanes.
We
are dependent upon the services of our management team.
We are
dependent upon the ability and experience of a number of our key management
personnel who have substantial experience with our operations, the financial
services industry and the markets in which we offer our services. It is possible
that the loss of the services of one or more of our senior executives or key
managers would have an adverse effect on our operations. Our success also
depends on our ability to continue to attract, manage and retain other qualified
middle management personnel as we grow. We cannot assure you that we will
continue to attract or retain such personnel.
Provisions
in our articles of incorporation and bylaws and New York law may discourage or
prevent takeover attempts, and these provisions may have the effect of reducing
the market price of our stock.
Our
articles of incorporation and bylaws include several provisions that may have
the effect of discouraging or preventing hostile takeover attempts, and
therefore, making the removal of incumbent management difficult. The provisions
include staggered terms for our board of directors and requirements of
supermajority votes to approve certain business transactions. In addition, New
York law contains several provisions that may make it more difficult for a third
party to acquire control of us without the approval of the board of directors,
and may make it more difficult or expensive for a third party to acquire a
majority of our outstanding stock. To the extent that these provisions are
effective in discouraging or preventing takeover attempts, they may tend to
reduce the market price for our stock.
Changes
in accounting standards could impact reported earnings.
The
accounting standard setting bodies, including the Financial Accounting Standards
Board, the Securities and Exchange Commission and other regulatory bodies,
periodically change financial accounting and reporting standards that govern the
preparation of our consolidated statements. These changes can be hard to predict
and can materially impact how the Company records and reports its financial
condition and results of operations. In some cases, we could be required to
apply a new or revised accounting standard retroactively, which could effect
beginning of period financial statement amounts.
Our
disclosure controls and procedures may not prevent or detect all errors or acts
of fraud.
Our
disclosure controls and procedures are designed to reasonably assure that
information required to be disclosed by First Financial in reports we file or
submit under the Securities and Exchange Act of 1934 is accumulated and
communicated to management, and recorded, processed, summarized, and reported
within the time periods specified in the SEC’s rules and forms. We believe that
any disclosure controls and procedures or internal controls and procedures, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are
met.
These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistakes.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by an unauthorized override of
the controls. Accordingly, because of the inherent limitations in our control
system, misstatements due to error or fraud may occur and not be
detected.
The
preparation of financial statements requires the use of estimates that may vary
from actual results.
Preparation
of consolidated financial statements in conformity with U.S. generally accepted
accounting principles requires management to make significant estimates that
affect the financial statements. One of our most critical estimates is the level
of the allowance for loan losses. Due to the inherent nature of this estimate,
we cannot provide absolute assurance that we will not significantly increase the
allowance for loan losses higher than the current balance.
We
rely on communications, information, operating and financial control systems,
and technology from third-party service providers, and we may suffer an
interruption in those systems that may result in lost business. Further, we may
not be able to substitute providers on terms that are as favorable if our
relationships with our existing service providers are interrupted.
We rely
heavily on third-party service providers for much of our communications,
information, operating and financial controls systems, and technology. Any
failure or interruption or breach in security of these systems could result in
failures or interruptions in our customer relationships management, general
ledger, deposit, servicing and/or loan origination systems. We cannot assure you
that such failures or interruptions will not occur or, if they do occur, that
they will be adequately addressed by us or the third parties on which we rely.
The occurrence of any failure or interruption could have a material adverse
effect on our business, financial condition, results of operations and cash
flows. If any of our third-party service providers experience financial,
operational or technological difficulties, or if there is any other disruption
in our relationships with them, we may be required to locate alternative sources
of such services, and we cannot assure you that we could negotiate terms that
are as favorable to us, or could obtain services with similar functionality as
found in our existing systems, without the need to expend substantial resources,
if at all. Any of these circumstances could have a material adverse effect on
our business, financial condition, results of operations and cash
flows.
If
the business continuity and disaster recovery plans that we have in place are
not adequate to continue our operations in the event of a disaster, the business
disruption can adversely impact our operations.
External
events, including terrorist or military actions, or an outbreak of disease, such
as Asian Influenza, or “bird flu” and resulting political and social turmoil
could cause unforeseen damage to our physical facilities or could cause delays
or disruptions to operational functions, including information processing and
financial market settlement functions. Additionally, our customers, vendors and
counterparties could suffer from such events. Should these events affect us, or
our customers, or vendors or counterparties with which we conduct business, our
results of operations could be adversely affected.
|
|
Unresolved
Staff Comments
|
None.
TrustCo's
executive offices are located at 5 Sarnowski Drive, Glenville, New York, 12302.
The Company operates 124 offices, of which 23 are owned and 101 are leased from
others. The asset value of these properties, when considered in the aggregate,
is not material to the operation of TrustCo.
In the
opinion of management, the physical properties of TrustCo and the Bank are
suitable and adequate and are being fully utilized.
The
nature of TrustCo's business generates a certain amount of litigation against
TrustCo and its subsidiaries involving matters arising in the ordinary course of
business. In the opinion of management of TrustCo, there are no proceedings
pending to which TrustCo or any of its subsidiaries is a party, or of which its
property is the subject which, if determined adversely to TrustCo or such
subsidiaries, would be material in relation to TrustCo's consolidated
shareholders' equity and financial condition.
|
|
Submission
of Matters to a Vote of Security
Holders
|
None.
Executive
Officers of TrustCo
The
following is a list of the names and ages of the executive officers of TrustCo
and their business history for the past five years:
|
Name,
Age and Position With Trustco
|
|
Principal
Occupations Or Employment Since January 1, 2003
|
|
Year
First Became Executive of TrustCo
|
|
|
|
|
|
|
|
Robert J. McCormick, Age
45,
President
and Chief Executive Officer
|
|
President
and Chief Executive Officer of TrustCo since January 2004, Executive
Officer of TrustCo since 2001 and President and Chief Executive Officer of
Trustco Bank since November 2002. Chairman of TrustCo and Trustco Bank
since November 2008. Director of TrustCo and Trustco Bank since
2005. Robert J. McCormick is the son of Robert A.
McCormick.
|
|
2000
|
|
|
|
|
|
|
|
Robert T. Cushing, Age
53,
Executive
Vice President and Chief Financial Officer
|
|
Executive
Vice President and Chief Financial Officer of TrustCo since January 2004,
President and Chief Executive Officer of TrustCo from November 2002 to
December 2003; Executive Officer of TrustCo and Trustco Bank since 1994.
Joined Trustco Bank in 1994.
|
|
1994
|
|
|
|
|
|
|
|
Scot R. Salvador, Age
42,
Executive
Vice President and Chief Banking Officer
|
|
Executive
Vice President and Chief Banking Officer of TrustCo and Trustco Bank since
January 2004. Executive Officer of TrustCo and Trustco Bank since 2004.
Joined Trustco Bank in 1995.
|
|
2004
|
|
|
|
|
|
|
|
Thomas M. Poitras, Age
46,
Vice
President and Secretary
|
|
Assistant
Secretary of TrustCo and Trustco Bank since 2005. Vice President of
Trustco Bank since 2001 and Executive Officer of TrustCo and Trustco Bank
since 2005. Joined Trustco Bank in 1986.
|
|
2005
|
|
|
|
|
|
|
|
Robert M. Leonard, Age
46,
Administrative
Vice President and Assistant Secretary
|
|
Secretary
of TrustCo and Trustco Bank since 2003. Administrative Vice President of
TrustCo and Trustco Bank since 2004. Executive Officer of TrustCo and
Trustco Bank since 2003. Joined Trustco Bank in 1986.
|
|
2003
|
|
|
|
|
|
|
|
Sharon J. Parvis, Age
58,
Vice
President and Assistant Secretary
|
|
Assistant
Secretary of TrustCo and Trustco Bank since 2005. Vice President of
Trustco Bank since 1996 and Executive Officer of TrustCo and Trustco Bank
since 2005. Joined Trustco Bank in 1987.
|
|
2005
|
PART
II
Item
5. Market
for the Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
TrustCo’s
common stock is traded on The Nasdaq Stock Market, LLC under the symbol “TRST.”
Information with respect to the range of high and low sales prices for TrustCo’s
common stock, and with respect to the frequency and amount of cash dividends
declared on the common stock, is set forth on page 1 of TrustCo's Annual Report
to Shareholders for the year ended December 31, 2008. TrustCo had 14,103
shareholders of record as of February 20, 2009, and the closing price of
TrustCo's common stock on that date was $6.08.
The
following table provides information, as of December 31, 2008, regarding
securities authorized for issuance under TrustCo’s equity compensation
plans.
|
Plan
category
|
|
Number
of
securities
to be
issued
upon
exercise
of
outstanding
options,
warrants
and
rights
(a)
|
|
|
Weighted-average
exercise
price of
outstanding
options,
warrants and rights
(b)
|
|
|
Number
of
securities
remaining
available
for future
issuance
under
equity
compensation
plans
(excluding
securities
reflected
in
column (a))
(c)
|
|
|
Equity
compensation
plans approved
by security
holders
|
|
|
3,839,988 |
|
|
$ |
10.81 |
|
|
|
169,500 |
|
|
Equity
compensation
plans not
approved by security
holders
|
|
None
|
|
|
None
|
|
|
None
|
|
|
Total
|
|
|
3,839,988 |
|
|
$ |
10.81 |
|
|
|
169,500 |
|
No
purchases of shares of TrustCo’s common stock were made by or on behalf of
TrustCo in the fourth quarter of the year ended December 31, 2008.
In the
TrustCo Annual Report to Shareholders for the year ended December 31, 2008,
which is filed as Exhibit 13 hereto, contains a graph comparing the yearly
percentage change in the Company’s cumulative total shareholder return on its
common stock with the cumulative return of the Russell 2000 and the SNL Bank and
Thrift indices. Such graph is incorporated herein by reference.
No shares
were purchased through a publicly announced plan or program. Previously
purchases have been made in open-market transactions to provide shares for
issuance upon exercise of outstanding stock options issued by the Company and to
provide shares for issuance under the Company’s dividend reinvestment
plan.
TrustCo's
Annual Report to Shareholders for the year ended December 31, 2008, which is
filed as Exhibit 13 hereto, is incorporated herein by reference.
Item
7. Management's
Discussion and Analysis of Financial Condition and Results of
Operations
TrustCo's
Annual Report to Shareholders for the year ended December 31, 2008, which is
filed as Exhibit 13 hereto, are incorporated herein by reference.
Item
7A. Quantitative
and Qualitative Disclosures about Market Risk
TrustCo’s
Annual Report to Shareholders for the year ended December 31, 2008, which is
filed as Exhibit 13 hereto, are incorporated herein by reference.
Item
8. Financial
Statements and Supplementary Data
The
consolidated financial statements, together with the report thereon of KPMG LLP
is included in the TrustCo's Annual Report to Shareholders for the year ended
December 31, 2008, which is filed as Exhibit 13 hereto, are incorporated herein
by reference.
Item
9. Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
None.
An
evaluation was carried out under the supervision and with the participation of
the Company’s management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the Company’s disclosure controls and
procedures as of the end of the period covered by this report. Disclosure
controls and procedures are procedures that are designed with the objective of
ensuring that information required to be disclosed in the Company’s reports
filed under the Securities Exchange Act of 1934, such as this Form 10-K, is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the Company’s disclosure controls and procedures are effective to
satisfy the objectives for which they are designed.
Management’s Report on Internal
Control over Financial Reporting, together with the report thereon of
KPMG LLP is included in the TrustCo’s Annual Report to Shareholders for the year
ended December 31, 2008, which is filed as Exhibit 13 hereto, are incorporated
herein by reference.
Subsequent
to the date of Management’s evaluation there were no significant changes in the
Company’s internal controls, including internal controls over financial
reporting, or in other factors that could significantly affect these controls,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
None.
PART
III
Item
10. Directors,
Executive Officers and Corporate Governance
The
information in TrustCo's Proxy Statement filed for its Annual Meeting of
Shareholders to be held May 18, 2009 under the following captions is
incorporated herein by reference: "Information on TrustCo Directors and
Nominees" and "Information on TrustCo Executive Officers", and “Section 16(a)
Beneficial Ownership Reporting Compliance". TrustCo has adopted a code of
conduct that applies to all employees, including its principal executive,
financial and accounting officers. A copy of this code of conduct will be
provided without charge upon written request. Requests and inquiries should be
directed to: Robert M. Leonard, Administrative Vice President, TrustCo Bank Corp
NY, P.O. Box 1082, Schenectady, New York 12301-1082. The required information
regarding TrustCo's executive officers is contained in PART I in the item
captioned "Executive Officers of TrustCo."
Under
rules adopted by the SEC, TrustCo is required to disclose whether it has an
“audit committee financial expert” serving on its Audit Committee. The Board has
determined that none of the members of the Audit Committee meet the definition
of “audit committee financial expert” as defined in those rules. The Board
believes that in order to fulfill all the functions of the Board and the Audit
Committee, each member of the Board and the Audit Committee should meet all the
criteria that have been established by the Board for Board membership and that
it is not in the best interests of the Company to nominate as a director someone
who does not have all the experience, attributes and qualifications that TrustCo
seeks. Further, the Board believes that the present members of the Audit
Committee have sufficient knowledge and experience in financial affairs to
effectively perform their duties.
TrustCo’s
Audit Committee consists of five non-employee directors, each of whom has been
selected for the Audit Committee by the Board based on a determination that they
are fully qualified to monitor the performance of management, the public
disclosures by the Company of its financial condition and performance, the
Company’s internal accounting operations and our independent auditors. Members
of the committee include William D. Powers (Chairman), Joseph Lucarelli, Thomas
O. Maggs, Anthony J. Marinello, M.D.,Ph.D., and William J. Purdy. The
Audit Committee has the ability on its own to retain independent accountants or
other consultants whenever it deems appropriate, and has, in fact, retained
Marvin & Co., an independent accounting firm, as a consultant to the
committee. Further, the Audit Committee receives directly or has access to
extensive information from reviews and examinations by the Company's internal
auditor, independent auditor and the various banking regulatory agencies having
jurisdiction over the Company and its subsidiaries.
The
information required by this Item is incorporated herein by reference to the
Corporation’s Proxy Statement (Schedule 14A) for its 2009 Annual Meeting of
Shareholders to be filed with the SEC within 120 days of the Corporation’s
fiscal year-end.
Item
12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The
information required by this Item is incorporated herein by reference to the
Corporation’s Proxy Statement (Schedule 14A) for its 2009 Annual Meeting of
Shareholders to be filed with the SEC within 120 days of the Corporation’s
fiscal year-end. Additional information concerning the Company’s equity
compensation plan is set forth in Part II, Item 5 hereof.
Item
13. Certain
Relationships, Related Transactions and Director Independence
The
information required by this Item is incorporated herein by reference to the
Corporation’s Proxy Statement (Schedule 14A) for its 2009 Annual Meeting of
Shareholders to be filed with the SEC within 120 days of the Corporation’s
fiscal year-end.
Item
14. Principal
Accountant Fees and Services
The
information required by this Item is incorporated herein by reference to the
Corporation’s Proxy Statement (Schedule 14A) for its 2009 Annual Meeting of
Shareholders to be filed with the SEC within 120 days of the Corporation’s
fiscal year-end.
PART
IV
Item
15. Exhibits,
Financial Statement Schedules, and Reports on Form 8-K
The
following financial statements of TrustCo and its consolidated subsidiaries, and
the accountants' report thereon are filed as a part of this report.
Consolidated Statements of Condition
-- December 31, 2008 and 2007.
Consolidated Statements of Income
-- Years Ended December 31, 2008, 2007, and 2006.
Consolidated Statements of Changes in
Shareholders' Equity -- Years Ended December 31, 2008, 2007, and
2006.
Consolidated Statements of Cash Flows
-- Years Ended December 31, 2008, 2007, and 2006.
Notes to Consolidated Financial
Statements.
Financial
Statement Schedules
Not
Applicable. All required schedules for TrustCo and its subsidiaries have been
included in the consolidated financial statements or related notes
thereto.
Supplementary
Financial Information
Summary
of Unaudited Quarterly Financial Information for the years ended December 31,
2008 and 2007.
The
following exhibits are incorporated herein by reference:*
|
3(i)
|
Amended
and Restated Certificate of Incorporation of TrustCo Bank Corp NY, as
amended.
|
|
3(ii)
|
Amended
and Restated Bylaws of TrustCo Bank Corp NY, dated September 16,
2008
|
|
10(a)
|
Amended
and Restated Trust For Deferred Benefits Provided under Employment
Agreements of Trustco Bank, National Association and TrustCo Bank Corp NY,
dated September 18, 2001.
|
|
10(b)
|
Amended
and Restated Trust Under Non-Qualified Deferred Compensation Plans of
Trustco Bank, National Association and TrustCo Bank Corp NY, dated
September 18, 2001.
|
|
10(c)
|
Amended
and Restated Trustco Bank and TrustCo Bank Corp NY Supplemental Retirement
Plan, effective as of January 1,
2008.
|
|
10(d)
|
Second
Amended and Restated TrustCo Bank Corp NY Performance Bonus Plan,
effective as of January 1, 2008.
|
|
10(e)
|
Second
Amended and Restated Trustco Bank Executive Officer Incentive Plan,
effective as of January 1, 2008.
|
|
10(f)
|
Form
of 2008 Amended and Restated Employment Agreement between Trustco Bank,
TrustCo Bank Corp NY and Robert J. McCormick, Robert T. Cushing and Scot
R. Salvador, effective as of January 1,
2008.
|
|
10(g)
|
Amended
and Restated TrustCo Bank Corp NY 1995 Stock Option Plan, dated September
18, 2001.
|
|
10(h)
|
Amendment
No. 1 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan,
dated December 20, 2005.
|
|
10(i)
|
Amendment
No. 2 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan,
dated December 28, 2005.
|
|
10(j)
|
Amendment
No. 3 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan,
effective January 1, 2008.
|
|
10(k)
|
Amended
and Restated TrustCo Bank Corp NY Directors Stock Option Plan, dated
September 18, 2001.
|
|
10(l)
|
Amendment
No. 1 to Amended and Restated TrustCo Bank Corp NY Directors Stock Option
Plan, dated December 28, 2005.
|
|
10(m)
|
Second
Amended and Restated TrustCo Bank Corp NY Directors Performance Bonus
Plan, effective as of January 1,
2008.
|
|
10(n)
|
Amended
and Restated Trustco Bank Deferred Compensation Plan for Directors,
effective as of January 1, 2008.
|
|
10(o)
|
Consulting
Agreement Between TrustCo Bank Corp NY and Robert A. McCormick, dated
October 11, 2002.
|
|
10(p)
|
Service
Bureau Processing Agreement by and between Fidelity Information Services,
Inc. and TrustCo Bank Corp NY, dated March 3,
2004.
|
|
10(q)
|
Master
Service Agreement by and between Sungard Wealth Management Services, LLC
and TrustCo Bank Corp NY dated April 1, 2004 (portions omitted pursuant to
a request for confidential
treatment).
|
|
10(r)
|
2004
TrustCo Directors Stock Option Plan (incorporated by reference to Exhibit
4.1 to the Registration Statement on Form S-8 (File No. 333-115689), filed
May 20, 2004).
|
|
10(s)
|
Amendment
No. 1 to 2004 TrustCo Bank Corp NY Directors Stock Option Plan, dated
December 28, 2005.
|
|
10(t)
|
2004
TrustCo Stock Option Plan (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8 (File No. 333-115674), filed May 20,
2004).
|
|
10(u)
|
Amendment
No. 1 to 2004 TrustCo Bank Corp NY Stock Option Plan, dated December 20,
2005.
|
|
10(v)
|
Amendment
No. 2 to 2004 TrustCo Bank Corp NY Stock Option Plan, dated December 28,
2005.
|
|
10(x)
|
Amendment
No. 3 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan,
effective as of January 1, 2008.
|
|
10(y)
|
Restatement
of Trustco Bank Senior Incentive Plan, effective as of January 1,
2008.
|
|
11
|
Computation
of Net Income Per Common Share.
|
________________
*The
exhibits included under Exhibit 10 constitute all management contracts,
compensatory plans and arrangements required to be filed as an exhibit to this
form pursuant to Item 15 of this report.
The
following exhibits are filed herewith:
|
13
|
Portions
of Annual Report to Security Holders of TrustCo for the year ended
December 31, 2008.
|
|
21
|
List
of Subsidiaries of TrustCo.
|
|
23
|
Consent
of Independent Registered Public Accounting
Firm.
|
|
31(i)(a)
|
Rule
13a-14(a)/15d-14(a) Certification of Robert J. McCormick, principal
executive officer.
|
|
31(i)(b)
|
Rule
13a-14(a)/15d-14(a) Certification of Robert T. Cushing, principal
financial officer.
|
|
32
|
Section
1350 Certifications of Robert J. McCormick, principal executive officer
and Robert T. Cushing, principal financial
officer.
|
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
Date:
February 20, 2009
|
TrustCo
Bank Corp NY |
| |
|
|
|
|
By: |
/s/ Robert T. Cushing
|
|
|
|
Robert T. Cushing
|
|
|
|
Executive Vice President and
|
|
|
|
Chief Financial
Officer
|
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the date indicated.
|
Name
and Signature
|
|
Title
|
|
Date
|
|
/s/ Robert J. McCormick
|
|
Chairman, President
and Chief Executive Officer
|
|
February
20, 2009
|
|
Robert
J. McCormick
|
|
(principal
executive officer)
|
|
|
|
|
|
|
|
|
|
/s/ Robert T. Cushing
|
|
Executive
Vice President and Chief
|
|
February
20, 2009
|
|
Robert
T. Cushing
|
|
Financial
Officer (principal financial and accounting officer)
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February
20, 2009
|
|
Joseph
Lucarelli
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February
20, 2009
|
|
Thomas
O. Maggs
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February
20, 2009
|
|
Dr.
Anthony J. Marinello
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February
20, 2009
|
|
Robert
A. McCormick
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February
20, 2009
|
|
William
D. Powers
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February
20, 2009
|
|
William
J. Purdy
|
|
|
|
|
|
|
*
By:
|
/s/ Thomas Poitras
|
|
|
|
|
Thomas
Poitras, as Agent
|
|
|
|
Pursuant
to Power of
Attorney
|
Exhibit
Index
|
3(i)
|
Amended
and Restated Certificate of Incorporation of TrustCo Bank Corp NY, as
amended, incorporated by reference to, Exhibit 3(i)a to TrustCo Bank Corp
NY’s Quarterly Report on Form 10-Q, for the quarter ended June 30,
2007.
|
|
3(ii)
|
Amended
and Restated Bylaws of TrustCo Bank Corp NY, dated September 16, 2008,
incorporated by reference to Exhibit 99(a) to TrustCo Bank Corp NY’s
Report on Form 8-K, filed September 16,
2008.
|
|
10(a)
|
Amended
and Restated Trust For Deferred Benefits Provided under Employment
Agreements of Trustco Bank, National Association and TrustCo Bank Corp NY,
dated September 18, 2001 incorporated by reference to Exhibit 10(b) to
TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended
December 31, 2001.
|
|
10(b)
|
Amended
and Restated Trust Under Non-Qualified Deferred Compensation Plans of
Trustco Bank, National Association and TrustCo Bank Corp NY, dated
September 18, 2001, incorporated by reference to, Exhibit 10(c) to TrustCo
Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31,
2001.
|
|
10(c)
|
Amended
and Restated Trustco Bank and TrustCo Bank Corp NY Supplemental Retirement
Plan, effective as of January 1, 2008, incorporated by reference to
Exhibit 99.6 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed
December 22, 2008.
|
|
10(d)
|
Second
Amended and Restated TrustCo Bank Corp NY Performance Bonus Plan,
effective as of January 1, 2008, incorporated by reference to Exhibit 99.5
to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22,
2008.
|
|
10(e)
|
Second
Amended and Restated Trustco Bank Executive Officer Incentive Plan,
effective as of January 1, 2008, incorporated by reference to Exhibit 99.7
to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22,
2008.
|
|
10(f)
|
Form
of 2008 Amended and Restated Employment Agreement between Trustco Bank,
TrustCo Bank Corp NY and Robert J. McCormick, Robert T. Cushing and Scot
R. Salvador, effective as of January 1, 2008, incorporated by reference to
Exhibit 99.8 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed
December 22, 2008.
|
|
10(g)
|
Amended
and Restated TrustCo Bank Corp NY 1995 Stock Option Plan, dated September
18, 2001 incorporated by reference to, Exhibit 10(k) to TrustCo Bank Corp
NY’s Annual Report on Form 10-K, for the year ended December 31,
2001.
|
Exhibit
Index
|
10(h)
|
Amendment
No. 1 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan,
dated December 20, 2005, incorporated by reference to Exhibit 10(v) to
TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended
December 31, 2005.
|
|
10(i)
|
Amendment
No. 2 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan,
dated December 28, 2005, incorporated by reference to Exhibit 10(w) to
TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended
December 31, 2005.
|
|
10(j)
|
Amendment
No. 3 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan,
effective January 1, 2008, incorporated by reference to Exhibit 99.1 to
TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22,
2008.
|
|
10(k)
|
Amended
and Restated TrustCo Bank Corp NY Directors Stock Option Plan, dated
September 18, 2001 incorporated by reference to, Exhibit 10(l) to TrustCo
Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31,
2001.
|
|
10(l)
|
Amendment
No. 1 to Amended and Restated TrustCo Bank Corp NY Directors Stock Option
Plan, dated December 28, 2005, incorporated by reference to Exhibit 10(z)
to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended
December 31, 2005.
|
|
10(m)
|
Second
Amended and Restated TrustCo Bank Corp NY Directors Performance Bonus
Plan, effective as of January 1, 2008, incorporated by reference to
Exhibit 99.4 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed
December 22, 2008.
|
|
10(n)
|
Amended
and Restated Trustco Bank Deferred Compensation Plan for Directors,
effective as of January 1, 2008, incorporated by reference to Exhibit 99.3
to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22,
2008.
|
|
10(o)
|
Consulting
Agreement Between TrustCo Bank Corp NY and Robert A. McCormick, dated
October 11, 2002 incorporated by reference to Exhibit 10(a) to TrustCo
Bank Corp NY’s Quarterly Report on Form 10-Q, for the quarter ended
September 30, 2002.
|
|
10(p)
|
Service
Bureau Processing Agreement by and between Fidelity Information Services,
Inc. and TrustCo Bank Corp NY dated March 3, 2004 incorporated by
reference to, Exhibit 10(b) to TrustCo Bank Corp NY’s Quarterly Report on
Form 10-Q, for the quarter ended March 31,
2004.
|
|
10(q)
|
Master
Service Agreement by and between Sungard Wealth Management Services, LLC
and TrustCo Bank Corp NY dated April 1, 2004 (portions omitted pursuant to
a request for confidential treatment) incorporated by reference to Exhibit
10(a) to TrustCo Bank Corp NY’s Quarterly Report on Form 10-Q, for the
quarter ended June 30, 2004.
|
Exhibit
Index
|
10(r)
|
2004
TrustCo Directors Stock Option Plan, incorporated by reference to Exhibit
4.1 to the Registration Statement on Form S-8 (File No. 333-115689), filed
May 20, 2004.
|
|
10(s)
|
Amendment
No. 1 to 2004 TrustCo Bank Corp NY Directors Stock Option Plan, dated
December 28, 2005, incorporated by reference to Exhibit 10(aa) to TrustCo
Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31,
2005.
|
|
10(t)
|
2004
TrustCo Stock Option Plan, incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8 (File No. 333-115674), filed May 20,
2004.
|
|
10(u)
|
Amendment
No. 1 to 2004 TrustCo Bank Corp NY Stock Option Plan, dated December 20,
2005, incorporated by reference to Exhibit 10(x) to TrustCo Bank Corp NY’s
Annual Report on Form 10-K, for the year ended December 31,
2005.
|
|
10(v)
|
Amendment
No. 2 to 2004 TrustCo Bank Corp NY Stock Option Plan, dated December 28,
2005, incorporated by reference to Exhibit 10(y) to TrustCo Bank Corp NY’s
Annual Report on Form 10-K, for the year ended December 31,
2005.
|
|
10(w)
|
Amendment
No. 3 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan,
effective as of January 1, 2008, incorporated by reference to Exhibit
99.2o TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22,
2008.
|
|
10(x)
|
Restatement
of Trustco Bank Senior Incentive Plan, effective as of January 1, 2008,
incorporated by reference to Exhibit 99.9 to TrustCo Bank Corp NY’s
Current Report on Form 8-K filed December 22,
2008.
|
|
11
|
Computation
of Net Income Per Common Share. Note 13 of TrustCo’s Annual
Report to Shareholders for the year ended December 31, 2008 is
incorporated herein by reference.
|
|
|
Portions
of Annual Report to Security Holders of TrustCo for the year ended
December 31, 2008, filed herewith.
|
|
|
List
of Subsidiaries of TrustCo, filed
herewith.
|
|
|
Consent
of Independent Registered Public Accounting Firm, filed
herewith.
|
Exhibit
Index
|
|
Power
of Attorney, filed herewith.
|
|
|
Rule
13a-14(a)/15d-14(a) Certification of Robert J. McCormick, principal
executive officer, filed herewith.
|
|
|
Rule
13a-14(a)/15d-14(a) Certification of Robert T. Cushing, principal
financial officer, filed herewith.
|
|
|
Section
1350 Certifications of Robert J. McCormick, principal executive officer
and Robert T. Cushing, principal financial officer, filed
herewith.
|
GRAPHICS
APPENDIX
|
|
|
Cross
Reference to
|
|
Omitted Charts
|
Page of Annual Report
|
| NONE |
N/A
|
The
charts listed above were omitted from the EDGAR version of Exhibit 13; however,
the information depicted in the charts was adequately discussed and/or displayed
in the tabular information within Management's Discussion and Analysis section
of the Annual Report.
36