UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
TOMPKINS TRUSTCO, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
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(3) Filing Party: N/A
(4) Date Filed: N/A
[LOGO] TOMPKINS TRUSTCO INC.
April 8, 2005
NOTICE OF 2005 ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF TOMPKINS TRUSTCO, INC.
The annual meeting of stockholders (the "Meeting") of Tompkins Trustco, Inc.
("Tompkins Trustco" or the "Company") will be held on Monday, May 9, 2005 at
5:30 p.m., at the Country Club of Ithaca, 189 Pleasant Grove Road, Ithaca, New
York, for the following purposes:
1. To elect four (4) directors for a term of three (3) years
expiring in the year 2008;
2. To approve certain amendments to the 1996 Stock Retainer Plan
for Non-Employee Directors; and
3. To transact such other business as may properly come before
the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 25, 2005 as the
record date for determining stockholders entitled to notice of and to vote at
the Meeting. Only stockholders of record at the close of business on that date
are entitled to vote at the Meeting.
A stockholder's information meeting will be held at 11:00 a.m. on Wednesday, May
11, 2005, for our stockholders in the Castile area at the Batavia Party House,
Batavia, New York.
A stockholder's information meeting will be held at 6:00 p.m. on Wednesday, May
25, 2005, for our stockholders in the Mahopac area at Mahopac Golf Club,
Mahopac, New York.
Enclosed with this notice are a proxy statement, a form of proxy and return
envelope, instructions for voting by telephone or via the Internet, the
Company's Annual Report on Form 10-K for the Company's 2004 fiscal year, and the
Company's 2004 Corporate Report to stockholders.
Your vote is important regardless of the number of shares you own. Whether or
not you plan to attend the Meeting, you are urged to read and carefully consider
the enclosed proxy statement. You may vote by telephone, via the Internet, or
mark, sign, date, and return the enclosed form of proxy without delay in the
accompanying pre-addressed postage-paid envelope. Your proxy may be revoked
prior to its exercise by filing a written notice of revocation or a duly
executed proxy bearing a later date with the Corporate Secretary of Tompkins
Trustco prior to the Meeting, or by attending the Meeting and filing a written
notice of revocation with the Corporate Secretary at the Meeting prior to the
vote and voting in person.
By Order of the Board of Directors,
/s/ JAMES J. BYRNES /s/ LINDA M. CARLTON
---------------------------------- ---------------------------------
James J. Byrnes Linda M. Carlton
Chairman & Chief Executive Officer Asst. Vice President & Corporate
Secretary
P.O. BOX 460, ITHACA, NEW YORK 14851 (607) 273-3210
[This Page Intentionally Left Blank]
[LOGO] TOMPKINS TRUSTCO INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 9, 2005
This proxy statement together with the form of proxy is being mailed to
stockholders on or about April 8, 2005 in connection with the solicitation by
the Board of Directors of Tompkins Trustco, Inc. (the "Company") of proxies to
be used at the annual meeting of stockholders (the "Meeting") of the Company to
be held at the Country Club of Ithaca, Ithaca, New York on Monday, May 9, 2005
at 5:30 p.m., and any adjournment thereof.
Voting
Only stockholders of record at the close of business on March 25, 2005 will be
entitled to vote. On March 25, 2005, there were 8,956,468 shares of common stock
of the Company, par value $0.10 per share (the "Common Stock"), outstanding.
Each share of Common Stock is entitled to one vote on each matter to be voted on
at the Meeting.
Stockholders whose shares are registered in their own names may vote by mailing
a completed proxy, via the Internet or by telephone. Instructions for voting via
the Internet or by telephone are set forth on the enclosed form of proxy. To
vote by mailing a proxy, sign and return the enclosed form of proxy in the
enclosed pre-addressed postage-paid envelope. Shares covered by a proxy that is
properly executed and received prior to the close of business on the day of the
Meeting will be voted and, if the stockholder who executes such proxy shall
specify therein how such shares shall be voted on such proposals, the shares
will be voted as so specified. Executed proxies with no instructions will be
voted "FOR" each proposal for which no instruction is given. Other than (1) the
election of directors and (2) certain amendments to the 1996 Stock Retainer Plan
for Non-Employee Directors (the "Retainer Plan") the Board is not aware of any
other matters to be presented for stockholder action at the Meeting. However, if
other matters do properly come before the Meeting or any adjournments thereof,
the Board of Directors intends that the persons named in the accompanying proxy
will vote the shares represented by all properly executed proxies on any such
matters in accordance with the judgment of the person or persons acting under
the proxy.
The presence of a stockholder at the Meeting will not automatically revoke a
proxy previously delivered by that stockholder. A stockholder may, however,
revoke his or her proxy at any time prior to its exercise by: (1) delivering to
the Corporate Secretary a written notice of revocation prior to the Meeting, (2)
delivering to the Corporate Secretary a duly executed proxy bearing a later
date, or (3) attending the Meeting and filing a written notice of revocation
with the Corporate Secretary at the Meeting prior to the vote and voting in
person.
The presence, in person or by proxy, of at least a majority of the total number
of shares of Common Stock entitled to vote at the Meeting is necessary to
constitute a quorum for the conduct of business at the Meeting and, in the event
there are not sufficient votes on any matter, the Meeting may be adjourned.
Vote Required And Board Recommendations
Proposal Vote Required Board of Directors Recommendation
-------- ------------- ---------------------------------
Election of Directors Plurality of eligible votes cast "FOR" all director nominees
Amendments to the 1996 Stock Majority of eligible votes cast "FOR" amendments to the 1996 Stock
Retainer Plan for Non-Employee Retainer Plan for Non-Employee
Directors Directors
Abstentions and Broker Non-votes
Abstentions, in person or by proxy, and broker non-votes will each be counted
for purposes of determining the presence of a quorum. A "broker non-vote" occurs
when a nominee holding shares for a beneficial owner does not vote on a
1
particular proposal because the nominee does not have discretionary voting power
on that matter and has not received instructions from the beneficial owner.
However, abstentions and broker non-votes are not deemed to be "votes cast" and
therefore have no effect on the outcome of the vote, which requires either a
plurality or majority of the votes cast, depending upon the proposal as
indicated above. Votes withheld in connection with the election of one or more
of the nominees for director will not be counted as votes cast and will have no
effect on the outcome of the election.
Solicitation Of Proxies
The total cost of solicitation of proxies in connection with the Meeting will be
borne by the Company. In addition to solicitation by mail, directors, officers
and employees of the Company may solicit proxies for the Meeting personally or
by telephone or electronic communication without additional remuneration. The
Company will also provide brokers and other record owners holding shares in
their names or in the names of nominees, in either case which are beneficially
owned by others, proxy material for transmittal to such beneficial owners and
will reimburse such record owners for their expenses in doing so.
2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of March 25, 2005, with
respect to the beneficial ownership of the Company's Common Stock by: (i) each
stockholder known by the Company to be the beneficial owner of more than 5% of
the Company's Common Stock; (ii) each director and nominee; (iii) each executive
officer named in the Summary Compensation Table; and (iv) all executive officers
and directors as a group. Except as otherwise indicated, each of the
stockholders named below has sole voting and investment power with respect to
the outstanding shares of Common Stock beneficially owned.
Common Stock
Beneficially Owned
-------------------------------
Percent of
Number of Outstanding
Names Shares Shares(1)
---------------------------------------------------------------------------------------------------------
Directors and Executive Officers
John E. Alexander+ 16,909(2) **
James J. Byrnes*+ 76,323(3) **
Francis M. Fetsko* 11,220(4) **
James W. Fulmer*+ 96,067(5) 1.07
Stephen E. Garner* 34,116(6) **
Reeder D. Gates+ 103,137(7) 1.15
William W. Griswold+ 2,525(8) **
James R. Hardie+ 75,849(9) **
Elizabeth W. Harrison+ 247(10) **
Bonnie H. Howell+ 4,307(11) **
Hunter R. Rawlings, III+ 805(12) **
Stephen S. Romaine* 13,532(13) **
Thomas R. Salm+ 2,559(14) **
Michael H. Spain+ 421,426(15) 4.71
William D. Spain, Jr.+ 419,806(16) 4.69
Craig Yunker+ 10,105(17) **
All directors and executive officers
as a group (21 persons) 1,041,886 11.50
Investment Services Division of Tompkins Trust Company
in the fiduciary capacity indicated:
Executor, Trustee or Co-Trustee 1,585,588(18) 17.70
Trustee for the Tompkins Trustco Employee Stock 643,534(18) 7.19
Ownership and Investment & Stock Ownership Plans
Agent or Custodian 370,069(18) 4.13
* Named Executive Officer
+ Director of the Company
** Less than 1 percent
(1) The number of shares beneficially owned by each person or group as of March
25, 2005 includes shares of Common Stock that such person or group had the
right to acquire on or within 60 days after March 25, 2005, including, but
not limited to, upon the exercise of options. References to options in
these footnotes include only options to purchase shares that were
exercisable on or within 60 days after March 25, 2005. For each individual
3
and group included in the table, percentage ownership is calculated by
dividing the number of shares beneficially owned by such person or group by
the sum of the 8,956,468 shares of Common Stock outstanding on March 25,
2005 plus the number of shares of Common Stock that such person or group
had the right to acquire on or within 60 days after March 25, 2005.
(2) Includes 1,419 shares owned by Mr. Alexander's spouse. Does not include
1,984 shares acquired pursuant to the Retainer Plan and held in a deferred
trust account; directors have no voting or investment power with respect to
such shares.
(3) Includes 21,495 shares held in the Company's Employee Stock Ownership and
Investment & Stock Ownership Plans and 6,050 shares that Mr. Byrnes may
acquire by exercise of options exercisable at March 25, 2005 or 60 days
thereafter.
(4) Includes 1,555 shares held in the Company's Employee Stock Ownership and
Investment & Stock Ownership Plans and 9,074 shares that Mr. Fetsko may
acquire by exercise of options exercisable at March 25, 2005 or 60 days
thereafter.
(5) Includes 11,517 shares held in the Company's Employee Stock Ownership Plan,
23,265 shares owned by Mr. Fulmer's spouse, 312 shares held by Mr. Fulmer
as Custodian for his son under the Uniform Transfers to Minors Act, and
19,964 shares that Mr. Fulmer may acquire by exercise of options
exercisable at March 25, 2005 or 60 days thereafter.
(6) Includes 4,431 shares held in the Company's Employee Stock Ownership and
Investment & Stock Ownership Plans and 26,293 shares that Mr. Garner may
acquire by exercise of options exercisable at March 25, 2005 or 60 days
thereafter.
(7) Includes 87,135 shares held in the R. D. Gates, Ltd. Employee Profit
Sharing Fund, over which Mr. Gates exercises voting and investment power,
and 2,435 shares owned by Mr. Gates' spouse. Does not include 1,801 shares
acquired pursuant to the Retainer Plan and held in a deferred trust
account; directors have no voting or investment power with respect to such
shares.
(8) Does not include 2,240 shares acquired pursuant to the Retainer Plan and
held in a deferred trust account; directors have no voting or investment
power with respect to such shares.
(9) Includes 350 shares held in the Company's Employee Stock Ownership Plan.
(10) Does not include 188 shares acquired pursuant to the Retainer Plan and held
in a deferred trust account; directors have no voting or investment power
with respect to such shares.
(11) Does not include 1,113 shares acquired pursuant to the Retainer Plan and
held in a deferred trust account; directors have no voting or investment
power with respect to such shares.
(12) Does not include 1,600 shares acquired pursuant to the Retainer Plan and
held in a deferred trust account; directors have no voting or investment
power with respect to such shares.
(13) Includes 1,311 shares held in the Company's Employee Stock Ownership
and Investment & Stock Ownership Plans and 12,221 shares that Mr. Romaine
may acquire by exercise of options exercisable at March 25, 2005 or 60 days
thereafter.
(14) Includes 740 shares owned by Mr. Salm's spouse. Does not include 2,132
shares acquired pursuant to the Retainer Plan and held in a deferred trust
account; directors have no voting or investment power with respect to such
shares.
(15) Includes 382,461 shares of Common Stock held by W. D. Spain & Sons Limited
Partnership, of which Mr. Michael Spain is a General Partner and shares
voting and investment control. Mr. Spain disclaims beneficial ownership of
all shares of Common Stock owned by W. D. Spain & Sons Limited Partnership,
except to the extent of 76,492 shares which represent his indirect
pecuniary interest, through his ownership of 20% of W. D. Spain & Sons
Limited Partnership. Mr. Spain's beneficial ownership does not include 470
shares acquired pursuant to the Retainer Plan and held in a deferred trust
account; directors have no voting or investment power with respect to such
shares.
4
(16) Includes 382,461 shares of Common Stock held by W. D. Spain & Sons Limited
Partnership, of which Mr. William Spain, Jr. is a General Partner and
shares voting and investment control. Mr. Spain disclaims beneficial
ownership of all shares of Common Stock owned by W. D. Spain & Sons Limited
Partnership, except to the extent of 76,492 shares which represent his
indirect pecuniary interest, through his ownership of 20% of W. D. Spain &
Sons Limited Partnership. Mr. Spain's beneficial ownership does not include
580 shares acquired pursuant to the Retainer Plan and held in a deferred
trust account; directors have no voting or investment power with respect to
such shares.
(17) Includes 768 shares owned by Mr. Yunker's sons. Does not include 730 shares
acquired pursuant to the Retainer Plan and held in a deferred trust
account; directors have no voting or investment power with respect to such
shares.
(18) As of March 25, 2005, Tompkins Investment Services, a division of the
Tompkins Trust Company, which is a wholly owned subsidiary of the Company
(the "Trust Company"), held 1,955,657 shares of Common Stock of the
Company, representing 21.84% of the issued and outstanding shares of Common
Stock. Of such shares, 1,585,588 shares are held in a fiduciary capacity as
Executor, Trustee or Co-Trustee. Where the Trust Company is sole executor
or trustee, such shares, generally, will be voted only if the legal
instrument provides for voting the stock at the direction of the donor or a
beneficiary and such direction is in fact received. When acting in a
co-fiduciary capacity, such shares will be voted by the co-fiduciary or
fiduciaries in the same manner as if the co-fiduciary or fiduciaries were
the sole fiduciary. Of the 1,585,588 shares mentioned above, 505,111
shares, or 5.64% of the outstanding shares, are held by the Tompkins
Trustco, Inc. Employee Stock Ownership Plan and 138,423 shares, or 1.55% of
the outstanding shares, are held by the Tompkins Trustco, Inc. Investment &
Stock Ownership Plan for which all shares have been allocated to
participant accounts. Individual plan participants are entitled to vote
these shares, and as a result these shares are not voted by the Trustee.
The shares of Common Stock held in deferred trust accounts for non-employee
directors are voted by the Trust Company, as Trustee. In addition, 370,069
shares are held as Agent or Custodian with the voting power retained by the
owner. Such shares represent 4.13% of the Common Stock outstanding.
Tompkins Trust Company's address is The Commons, P.O. Box 460, Ithaca, New
York 14851.
5
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board is divided into three classes, with the classes of directors serving
for staggered three-year terms that expire in successive years. All four of the
nominees for director are currently directors of the Company standing for
re-election, as their terms expire as of the date of the Meeting.
At the Meeting, stockholders will elect four directors to hold office until the
2008 annual meeting of stockholders or until their successors are duly elected
and qualified. The nominees receiving the highest number of affirmative votes of
the shares entitled to vote at the Meeting will be elected to the Board.
The persons named in the proxy to represent stockholders at the Meeting are
Francis M. Fetsko and Linda M. Carlton. The proxies will vote as directed and in
the absence of instructions, will vote the shares represented by the proxies in
favor of the election of nominees named below. In the event any nominee is
unable or declines to serve as a director at the time of the Meeting, the
proxies will be voted for any nominee, if any, who may be designated by the
Board of Directors, upon recommendation of the Company's Nominating and
Corporate Governance Committee, to fill the vacancy. As of the date of this
proxy statement, the Board of Directors is not aware that any nominee is unable
or will decline to serve as a director.
The Board recommends a vote "FOR" the election of each of the director nominees.
The following table sets forth each director nominee and continuing director's
name, age, the year he or she first became a director and the year in which his
or her term will expire. Biographies of the director nominees and the directors
continuing in office follow the table. Unless otherwise indicated, all directors
have been employed in their current positions for at least five years.
Year First
Elected Term to
Name Age Director Expire Independent(1)
-------------------------------------------------------------------------------------------------------
Board Nominees for Terms to Expire in 2008:
-------------------------------------------------------------------------------------------------------
John E. Alexander 52 1993(2) 2008 Yes
Elizabeth W. Harrison 54 2004 2008 Yes
Hunter R. Rawlings III 60 1996 2008 Yes
Craig Yunker 54 2000 2008 Yes
-------------------------------------------------------------------------------------------------------
Directors Continuing in Office:
-------------------------------------------------------------------------------------------------------
James J. Byrnes 63 1989(2) 2007 No
Reeder D. Gates 59 1985(2) 2007 Yes
Bonnie H. Howell 57 1982(2) 2007 Yes
Michael H. Spain 47 2000 2007 No
William D. Spain, Jr. 53 2000 2007 No
James W. Fulmer 53 2000 2006 No
William W. Griswold 47 1996 2006 Yes
James R. Hardie 62 2001 2006 No
Thomas R. Salm 64 1981(2) 2006 Yes
(1) Independence has been determined in accordance with Section 121A of the
listing standards of the American Stock Exchange ("AMEX").
(2) Served as director of Tompkins Trust Company, which, as a result of a
reorganization in 1995, became a wholly-owned subsidiary of Tompkins
Trustco.
6
Business Experience of Directors, including Director Nominees
John E. Alexander has served as a director of the Company since 1995 and as a
director of Tompkins Trust Company since 1993. Mr. Alexander was a principal
stockholder and served as President and Chief Executive Officer of The CBORD
Group, Inc., a computer software company which Mr. Alexander founded in 1975,
until July 1, 2004. Mr. Alexander currently serves as Chairman of the Board of
The CBORD Group.
Elizabeth W. Harrison has been a director of the Company since 2004. She has
served as a director of The Bank of Castile, which is a wholly-owned subsidiary
of the Company, since February 2002. Ms. Harrison is President and Chief
Executive Officer of the Genesee Country Village & Museum and has served in such
capacity since November 1999. She also serves on the Museum's Board of Trustees.
Prior to 1999, Ms. Harrison served for 18 years as President and Chief Executive
Officer of Career Development Services, a not-for-profit educational
corporation. Ms. Harrison also serves as a Commissioner on the Town of Wheatland
Economic Development Commission, and as a Trustee for other not-for-profit
organizations, including the Museum Association of New York and the Finger Lakes
Tourism Alliance.
Hunter R. Rawlings, III has served as a director of the Company and as a
director of Tompkins Trust Company since 1996. From July 1, 1995, until his
resignation, effective June 30, 2003, Dr. Rawlings was President of Cornell
University. Dr. Rawlings currently is a Professor in the Cornell Classics and
History Department and University President Emeritus.
Craig Yunker has served as a director of the Company since 2000 and as a
director of The Bank of Castile since 1991. He is the Managing Member of CY
Farms, LLC, CY Properties, LLC, CY Heifer Farm, LLC, Batavia Turf, LLC,
Provitello, LLC, companies engaged in farming, and Agricultural Development
Services, LLC, an agricultural consulting business.
James J. Byrnes has served as the Company's Chief Executive Officer since 1995
and has served as the Chairman of the Board of Directors of the Company since
1992. From 1995 until January 24, 2000, Mr. Byrnes also served as the President
of the Company. Mr. Byrnes currently serves as Chairman of the Board of
Directors of Tompkins Trust Company. Additionally, from 1989 until December 31,
2002, Mr. Byrnes served as the President and Chief Executive Officer of Tompkins
Trust Company. He also serves as a director of: Mahopac National Bank, which is
a wholly-owned subsidiary of the Company; Tompkins Insurance Agencies, Inc.,
which is a wholly-owned subsidiary of the Company ("Tompkins Insurance
Agencies"); The Bank of Castile, which is a wholly-owned subsidiary of the
Company; and the New York Business Development Corporation.
Reeder D. Gates has served as a director of the Company since 1995 and as a
director of Tompkins Trust Company since 1985. Mr. Gates has been President of
R. D. Gates, Ltd., a company engaged in owning and operating community
pharmacies, since January 1972, and a partner in 92 South Street, LLC, a real
estate holding company.
Bonnie H. Howell has served as a director and as Vice Chair of the Board of
Directors of the Company since 1995. She has also served as a director of
Tompkins Trust Company since in 1982 and as Vice Chair of the Board of Directors
of Tompkins Trust Company since 1992. Ms. Howell was President and Chief
Executive Officer of Cayuga Medical Center at Ithaca until her retirement on
December 31, 2002. She also serves as a member of the board of directors of the
Hospital's Underwriters Mutual and Medical Liability Mutual Insurance Company,
and Trustee of the Hospital Association of New York State.
Michael H. Spain has served as a director of the Company since 2000. Mr. Spain
has also served as a director of Mahopac National Bank since 1992. Mr. Spain
also owns and serves as the President of the Spain Agency, Inc., an insurance
agency located in Mahopac, New York. Mr. Spain is also a General Partner in W.
D. Spain & Sons, LLP, a family limited partnership that owns Common Stock of the
Company; President of Sleeping Indian, LLC, and Trail Property, Inc, real estate
holding companies; and President of Wind River, LLC and Indian Paintbrush, LLC,
companies engaged in real estate development.
William D. Spain, Jr. has served as a director of the Company since 2000. He has
served as a director of Mahopac National Bank since 1991 and as Chairman of the
Board of Directors of Mahopac National Bank since 2000. He has been the Managing
Partner of Spain & Spain, PC, a law firm in Mahopac, New York, since 1983. Mr.
Spain is also a General Partner in W. D. Spain & Sons, LLP, a family limited
partnership that owns Common Stock of the Company.
7
James W. Fulmer has served as President and a director of the Company since
2000. He has served as a director of The Bank of Castile since 1988 and as its
Chairman since 1992. Effective December 18, 2002, he assumed the additional
responsibilities of President and Chief Executive Officer of The Bank of
Castile. Mr. Fulmer has served as a Director of Mahopac National Bank since
1999, and as Chairman of Tompkins Insurance Agencies since January 1, 2001. He
served as the President and Chief Executive Officer of Letchworth Independent
Bancshares Corporation from 1991 until its merger with the Company in 1999. Mr.
Fulmer also served as the Chief Executive Officer of The Bank of Castile from
1996 through April 2000. He serves as a member of the board of directors of Erie
& Niagara Insurance Association, Cherry Valley Cooperative Insurance Company,
and Monroe Title Insurance Association, and Treasurer of the Genesee County
Economic Development Center.
William W. Griswold has served as a director of the Company and as a director of
Tompkins Trust Company since 1996. Mr. Griswold also serves as the President and
Chief Executive Officer and as a member of the board of directors of Ontario
Telephone Company, Inc. and Trumansburg Telephone Company, Inc., where he has
been employed since 1979. Mr. Griswold also serves as President and as a member
of the board of directors of Finger Lakes Communications Group, Inc. formerly
Trucell, Inc., a subsidiary of Ontario Telephone Company, Inc. and Trumansburg
Telephone Company, Inc., that provides long distance service. He served as Vice
President of Trucell, Inc., formerly a provider of cellular service, from 1996
through September 24, 2004, when he was named President of the newly formed
Finger Lakes Communications Group, Inc.
James R. Hardie has been a director of the Company since 2001. He was President
of Austin, Hardie, Wise Agency, Inc. from 1974 until January 1, 2001, when he
became President, Chief Executive Officer and a director of Tompkins Insurance
Agencies. Effective January 1, 2003, Mr. Hardie's role as President and Chief
Executive Officer was assumed by David S. Boyce. Mr. Hardie has been Vice
Chairman of the Board of Tompkins Insurance Agencies since August 1, 2002. Mr.
Hardie is the managing member of Bennington Farms, LLC, a property leasing
company, and a minority stockholder in Moeller Hardie Jewelers.
Thomas R. Salm has served as a director of the Company since 1995 and as a
director of Tompkins Trust Company since 1981. Prior to his retirement on August
31, 2002, Mr. Salm served as Vice President for Business Affairs at Ithaca
College, Ithaca, New York.
Matters Relating To The Board Of Directors
Board of Directors Meetings and Committees
During fiscal 2004, the Board of Directors held four regular meetings and one
special meeting. During this period, all of the directors attended or
participated in at least 75% of the aggregate of the total number of meetings of
the Board of Directors and the total number of meetings held by all committees
of the Board of Directors on which each such director served.
The Annual Meeting of Stockholders for fiscal 2003 was held on May 11, 2004, and
all of the Company's directors were in attendance.
The Board currently maintains, and appoints the members of, the following four
standing committees: Executive/Compensation/Personnel Committee, Audit/Examining
Committee, Nominating and Corporate Governance Committee and the Pension
Administration Committee.
The current members of the committees are identified in the following table:
Executive/ Nominating/
Compensation/ Corporate Pension
Director Personnel Audit/Examining Governance Administration
-------- --------- --------------- ---------- --------------
John E. Alexander -- X X --
James J. Byrnes -- -- -- Chair
Reeder D. Gates X -- X --
William W. Griswold X Chair -- --
Bonnie H. Howell Chair Alternate Chair --
8
Hunter R. Rawlings, III -- -- -- X
Thomas R. Salm X X X X
Craig Yunker X -- -- --
The Executive/Compensation/Personnel Committee met five times during fiscal
2004. This committee reviews and approves salaries and other matters relating to
executive compensation, including determining the compensation of the Company's
Chief Executive Officer, and administers the Company's stock option plans,
including reviewing and granting stock options to executive officers and other
employees. This committee also reviews and approves various other Company
compensation policies and matters and is responsible for assuring that the
Company's executive officers are compensated effectively and in a manner
consistent with the Company's objectives. Each of the members of this committee
is an "independent director" as defined in Section 121A of the AMEX listing
standards. For more information about the duties and responsibilities of this
committee, see "Report of the Executive/Compensation/Personnel Committee of the
Board of Directors," included in this proxy statement.
The Board of Directors has adopted a written charter for the Audit/Examining
Committee. A copy of the Audit/Examining Committee's charter was included as
Appendix A in the Company's fiscal 2003 proxy statement, filed with the
Securities and Exchange Commission (the "SEC") on April 6, 2004. The
Audit/Examining Committee met six times during fiscal 2004. This committee
assists the Board in its general oversight of the Company's accounting and
financial reporting, internal controls and audit functions, and is directly
responsible for the appointment, compensation and oversight of the work of the
Company's independent auditors. The responsibilities and activities of the
Audit/Examining Committee are described in greater detail in the "Report of the
Audit/Examining Committee of the Board of Directors" included in this proxy
statement. The Board of Directors has determined that John E. Alexander, William
W. Griswold and Bonnie H. Howell each qualify as an "audit committee financial
expert" as defined in Item 401(h) of Regulation S-K and that each of the members
of the Audit/Examining Committee satisfies the independence standards of Section
121A of the AMEX listing standards and Rule 10A-3 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
The Board of Directors has adopted a written charter for the Nominating and
Corporate Governance Committee. A copy of the Nominating and Corporate
Governance Committee's charter is posted in the "Corporate Governance" section
of the Company's Investor Relations website (www.tompkinstrustco.com). The
Nominating and Corporate Governance Committee met two times during the 2004
fiscal year. This committee is responsible for assisting the Board in developing
corporate governance policies and practices that are compliant with applicable
laws and regulations, including AMEX listing requirements and the corporate
governance requirements of the Sarbanes-Oxley Act of 2002. In addition, this
committee is responsible for making recommendations to the Board regarding Board
membership and composition. This committee establishes procedures for the
nomination process and nominates or recommends to the Board qualified candidates
for election to the Board.
The process for selecting director nominees entails making a preliminary
assessment of each candidate based upon his or her qualifications, willingness
to serve on the Board, and other background information. This information is
then evaluated against the criteria set forth below, as well as the specific
needs of the Company at that time. Based upon this preliminary assessment,
candidates who appear to be the best fit may be interviewed. If the director
nominee is a current Board member, the committee will also consider prior Board
performance and contributions. At the conclusion of this process, the committee
will nominate the candidate(s) that best meet(s) the Company's needs to the
Board for election at the next annual meeting of stockholders. The committee
uses the same process for evaluating all candidates, whether recommended by
stockholders, directors or management.
The minimum qualifications and attributes that the committee believes must be
possessed by a director nominee include: highest personal values, judgment and
integrity; an understanding of the regulatory and policy environment in which
the Company conducts its business; an understanding of, and interest in, the
communities served by the Company; and experience in the key business, financial
and management challenges that face financial service companies.
9
The committee considers nominees proposed by stockholders. To recommend a
prospective nominee for the committee's consideration, stockholders should
submit the candidate's name and qualifications to: Chairman, Nominating and
Corporate Governance Committee, Tompkins Trustco, Inc. Board of Directors, P.O.
Box 460, Ithaca, New York 14851. Each member of this committee is an
"independent director" as defined in Section 121A of the AMEX listing standards.
The Pension Administration Committee met two times during fiscal 2004. This
committee is responsible for administering the Tompkins Trustco, Inc. Retirement
Plan assets.
Director Compensation
It is the general policy of the Board that compensation of non-employee
directors should consist of equity-based compensation in order to better align
directors' interests with those of the Company's stockholders. It is also the
general policy of the Board that employee directors are not paid for their
service on the Company's Board of Directors in addition to their regular
employee compensation.
Fees Paid to Non-Employee Directors
During fiscal 2004, the following fees were paid to non-employee directors of
the Company for their service in such capacity (other than Bonnie Howell, whose
compensation is separately described below):
o A meeting fee of $650 for the January Board meeting and $1,000 for each
Board meeting attended thereafter.
o A meeting fee of $275 for each committee meeting attended (except
Audit/Examining Committee). Members of the Audit/Examining Committee
received a meeting fee of $275 for the first quarter and $600 for each
Audit/Examining Committee meeting attended thereafter.
o An annual Chair fee of $2,500 was paid to William W. Griswold for his
service as Chair of the Audit/Examining Committee.
o Excluding the first quarter, a $1,750 quarterly retainer fee for
service as a director.
In lieu of the foregoing, Ms. Howell was paid an aggregate retainer fee of
$16,300 for her service as Vice Chair of the Board of Directors.
Aggregate Fees Paid to Non-Employee Directors by the Company
Aggregate fees paid by the Company, including retainer, meeting, chair and/or
committee fees, to all non-employee directors in fiscal 2004 were $121,350.
Timing and Manner of Payment
All retainer and meeting fees, including those paid to Ms. Howell, are paid
quarterly by the Company. Mr. Griswold's fee for his service as Chair of the
Audit/Examining Committee during fiscal 2004 was paid at the end of the fiscal
year. Pursuant to the Retainer Plan, as in effect during fiscal 2004, all
retainer, meeting and committee fees, other than Ms. Howell's retainer, were
paid in shares of Company Common Stock, in lieu of cash. An aggregate of 2,168
shares of Company Common Stock was paid to non-employee directors, excluding Ms.
Howell, in consideration of their service as members of the Company's Board of
Directors or committees thereof. Only a portion of the retainer paid to Ms.
Howell for fiscal 2004 was paid in shares of Company Common Stock (62 shares of
Common Stock); the remainder of Ms. Howell's retainer was paid in cash. All
non-employee directors of the Company have elected to defer receipt of payment
of all, or a portion, of retainer, meeting, committee and/or Chair fees earned
by them pursuant to deferred compensation agreements entered into between each
director and the Company. Directors have no rights to these shares of Common
Stock until the earlier of their retirement/termination from the Board, the
attainment of age 72 (the Company's Bylaws provide for mandatory retirement at
age 72) or death.
10
Changes to Director Compensation for Fiscal 2005
Effective as of January 1, 2005, non-employee directors will receive a quarterly
retainer fee of $1,750 for each fiscal quarter, including the first fiscal
quarter, and $1,000 for each Board meeting attended. The Vice Chair will be paid
an annual retainer of $18,000, in lieu of all meeting, Chair and committee fees.
There is no change from fiscal 2004 in committee fees payable to non-employee
directors or in the amount of fees paid to the Chair of the Audit/Examining
Committee. Mr. Hardie will be paid a quarterly retainer of $1,750 for each
fiscal quarter and will receive $1,000 for each Board meeting attended.
Subsidiary Board Service
John E. Alexander, Reeder D. Gates, William W. Griswold, Bonnie H. Howell,
Hunter R. Rawlings, III and Thomas R. Salm also served as directors of Tompkins
Trust Company during fiscal 2004. Other than Bonnie Howell, Tompkins Trust
Company paid the foregoing directors, in consideration of their service as
members of Tompkins Trust Company's board of directors, a $750 retainer fee for
the first quarter of fiscal 2004, a $500 meeting fee for each board meeting
attended during the first quarter of fiscal 2004 and a $600 meeting fee for each
board meeting attended during the second, third and fourth quarters of fiscal
2004. Ms. Howell was paid an aggregate retainer of $10,200 for her service as
Vice Chair of the Board of Directors of Tompkins Trust Company during fiscal
2004. The $750 retainer fee paid by Tompkins Trust Company to each of Messrs.
Alexander, Gates, Griswold, Rawlings and Salm was paid in shares of Company
Common Stock (an aggregate of 80 shares, or 16 shares each), in lieu of cash,
pursuant to the Retainer Plan. Such directors have elected to defer receipt of
payment of the retainer as described above under "Timing and Manner of Payment".
The retainer fee paid by Tompkins Trust Company to Ms. Howell was paid in cash.
In fiscal 2005, the foregoing directors, other than Bonnie Howell, will be paid
an annual retainer of $6,000 for their service on the Tompkins Trust Company
board of directors, in addition to the $600 meeting attendance fee. The Vice
Chair of the Board of Directors of Tompkins Trust Company will be paid an annual
retainer of $11,000.
Elizabeth W. Harrison and Craig Yunker also served as directors of The Bank of
Castile during fiscal 2004 and were each paid a $1,500 retainer fee and a $600
meeting fee by The Bank of Castile in consideration of their service as members
of The Bank of Castile's board of directors. In fiscal 2005, the foregoing
directors will be paid an annual retainer of $6,000 for their service on the
board of directors of The Bank of Castile, in addition to the $600 meeting
attendance fee. All retainer and meeting fees paid to such directors by The Bank
of Castile were paid in cash.
Michael H. Spain and William D. Spain also served as directors of Mahopac
National Bank during fiscal 2004 and were each paid an annual retainer fee of
$17,000 by Mahopac National Bank in consideration of their service as members of
Mahopac National Bank's board of directors. There has been no change in these
fees for fiscal 2005. All retainer and meeting fees paid to such directors by
Mahopac National Bank were paid in cash.
Corporate Governance Matters
Stockholder Communications with Directors
Stockholders may communicate with the Company's Board of Directors by writing to
the following address: Board of Directors, Tompkins Trustco, Inc., P.O. Box 460,
Ithaca, New York 14851. Both the Chairman and Vice Chair of the Company will
review all correspondence and will determine whether the correspondence should
be presented to the full Board. If either of them determines that a
communication should be reviewed by the full Board of Directors, it will be
presented to the Board for its review and consideration.
Policy Regarding Directors Attendance at Annual Meetings
The Company does not have a formal policy in place requiring the attendance of
all directors at annual meetings of stockholders, although the Board strongly
encourages such attendance.
Directors and Executive Officers - Code of Ethics
The Board of Directors has adopted the Tompkins Trustco Inc. Code of Ethics for
Chief Executive Officer and Senior Financial Officers which applies to the
Company's Chief Executive Officer and Chief Financial Officer. A copy of the
Code of Ethics is available in the "Corporate Governance" section of the
Company's Investor Relations website (www.tompkinstrustco.com). The Company
intends to post amendments to or waivers from the Code of Ethics for Chief
Executive Officer and Senior Financial Officers at this location on its website.
11
PROPOSAL NO. 2
APPROVAL OF AMENDMENTS TO THE 1996 STOCK RETAINER PLAN
FOR NON-EMPLOYEE DIRECTORS
The Board of Directors has proposed certain amendments to the Company's 1996
Stock Retainer Plan for Non-Employee Directors (the "Retainer Plan"). The
proposed amendments would, among other things, change the name of the Retainer
Plan to better reflect the purpose and intent of the Retainer Plan, provide for
the mandatory (rather than voluntary) deferral of director fees, and provide
that all shares of Company Common Stock used to pay director fees be acquired on
the open market, rather than originally issued by the Company. A copy of the
Retainer Plan as proposed to be amended and restated (the "Amended Retainer
Plan") is included as Appendix A to this proxy statement.
Summary of Changes Included in the Amended Retainer Plan
Name Change. The name of the Retainer Plan would be changed to the "Stock
Retainer Plan for Eligible Directors of Tompkins Trustco, Inc. and Participating
Subsidiaries."
Open Market Purchases. The Amended Retainer Plan provides that all retainer,
meeting, chairman and/or committee fees (collectively, "Board/Committee Fees")
payable to Eligible Directors (as that term is defined in the Amended Retainer
Plan) for their respective services as either (i) a member of the Board of
Directors of the Company or any committee thereof or (ii) a member of the board
of directors of any Participating Subsidiary (as that term is defined in the
Amended Retainer Plan) or any committee thereof, shall be paid in shares of
Common Stock of the Company acquired on the open market. The Retainer Plan
provides for the payment of Board/Committee Fees through original issue shares
of Company Common Stock.
Mandatory Deferral of All Board/Committee Fees. Under the Amended Retainer Plan,
the receipt of payment by Eligible Directors of all Board/Committee Fees would
be automatically deferred and Eligible Directors would have no right to
distribution of the shares of Common Stock held in their deferred compensation
accounts until the earlier of their termination of service as a director of the
Company or of the Participating Subsidiary, the attainment of age 72 or death
(each of the foregoing, a "Distribution Triggering Event"). Currently, directors
have the option of receiving their Board/Committee Fees when paid or deferring
receipt of such payment pursuant to deferred compensation agreements.
Rabbi Trust, Eligible Director Deferred Compensation Accounts. Under the terms
of the Amended Retainer Plan, all Board/Committee Fees earned by an Eligible
Director will be transferred to a trustee subject to a rabbi trust agreement
(the "Trust") among the Company, Participating Subsidiaries (as applicable), and
a trustee appointed by the Board committee administering the Amended Retainer
Plan (the "Committee"). Pursuant to the Trust, the trustee will establish
deferred compensation accounts for each Eligible Director, and as an Eligible
Director earns Board/Committee Fees, the Company (or the Participating
Subsidiary, as applicable) will contribute such Board/Committee Fees to the
trustee and the trustee will, subject to the terms of the Trust, acquire shares
of the Company's Common Stock for such Eligible Director's account on the open
market through the Company's Dividend Reinvestment and Stock Purchase and Sale
Plan or such other substitute or successor open market purchase plan designated
by the Committee ("Direct Stock Purchase Plan"). The actual number of shares of
Company Common Stock that may be acquired by the Trust and deposited into an
Eligible Director's account will be equal to the quotient determined by dividing
the Board/Committee Fees contributed by the Company (or the Participating
Subsidiary, as the case may be) to such Eligible Director's account by the
purchase price per share of Common Stock paid pursuant to the terms of the
Direct Stock Purchase Plan. The actual price per share of Common Stock that will
be paid under the Direct Stock Purchase Plan cannot be determined until a
particular purchase is completed. Eligible Directors will have no rights to the
shares of Common Stock held in the Trust until the occurrence of a Distribution
Triggering Event and, until distributed, such shares will be subject to claims
of the Company's general creditors or the general creditors of the Participating
Subsidiary (as applicable).
New Plan Benefits
If the Amended Retainer Plan is approved, all Board/Committee Fees payable to
Eligible Directors will be deferred and paid in shares of Company Common Stock
acquired through open market purchases pursuant to the Direct Stock Purchase
12
Plan, which is currently identified as the Company's Dividend Reinvestment and
Direct Stock Purchase and Sale Plan (the "DRIP"). While the specific amounts of
Board/Committee Fees payable to Eligible Directors are determinable at this time
(and are described above under "Matters Relating to the Board of Directors -
Director Compensation"), the actual number of shares of Common Stock acquired by
the Trust and deposited into the participating Eligible Directors' deferred
compensation accounts will depend upon the timing of such purchases and the
purchase price per share of Company Common Stock at the time each such purchase
is made (which purchase price, in accordance with the terms of the DRIP, is the
weighted average price on all shares purchased and sold). For that reason, it is
not possible at this time to determine the number of shares of Company Common
Stock that will be received by Eligible Directors under Amended Retainer Plan,
or the number of shares that would have been received by such persons had the
Amended Retainer Plan been in effect during fiscal 2004.
Vote Required and Board of Directors' Recommendation
The affirmative vote of a majority of the votes cast by the holders of shares of
Common Stock entitled to vote on such matter is required for the adoption of the
Amended Retainer Plan.
The Board of Directors believes that approval of the Amended Retainer Plan is in
the best interests of the Company and its stockholders, and recommends a vote
"FOR" this proposal.
13
EXECUTIVE COMPENSATION
Report of the Executive/Compensation/Personnel Committee of the Board of
Directors
The information contained in this report shall not be deemed to be "soliciting
material" or "filed" or incorporated by reference in future filings with the
SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to
the extent that the Company specifically requests that such information be
treated as "soliciting material" or specifically incorporates it by reference
into a document filed under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act.
Overview of Executive Compensation Goals and Objectives
The Executive/Compensation/Personnel Committee (the "Compensation Committee") is
responsible for determining and/or recommending to the full Board the
compensation of the Company's executive officers, including the executive
officers identified in the Summary Compensation Table. A goal of the
Compensation Committee is to maintain executive compensation that is fair and
reasonable, consistent with the Company's size and the compensation practices of
the financial services industry generally. A key objective of the Compensation
Committee is to attract, develop and retain high caliber executives who are
capable of maximizing the Company's performance for the benefit of its
stockholders. In furtherance of this objective, the Compensation Committee
periodically compares its compensation levels, practices and financial
performance to those of a select group of banking institutions of similar size,
geographic market and business makeup. Toward that end, the Compensation
Committee considered the compensation practices of approximately 10 banking
companies which it believed were reasonably comparable to the Company's asset
size and performance and which were located in New York State. The pertinent
information pertaining to the companies forming the comparative group considered
by the Compensation Committee was gathered from information available to the
public and from a survey developed by the Independent Bankers Association of New
York (IBANYS) which survey provided information about the compensation practices
of community banking institutions in New York State.
Based upon the information reviewed by the Compensation Committee, the
Compensation Committee believes the Company's executive compensation practices
for fiscal 2004 were appropriate.
Components of Executive Compensation
The three major components of the Company's executive officer compensation are:
(i) base salary, (ii) annual bonus and (iii) long-term, equity-based incentive
awards.
Base salary. The Compensation Committee annually reviews the salaries of the
Company's executives. When setting base salary levels, the Compensation
Committee considers (a) competitive market conditions for executive
compensation, (b) the Company's performance and (c) the individual's
performance. The Company's performance is measured by the Company's strategic
and financial performance in the fiscal year, with particular emphasis on
earnings per share growth and return on stockholders' equity for the year.
Although the Compensation Committee considers year-to-year changes in stock
price in its evaluation of Company performance, the Committee does not emphasize
this criterion because the Committee does not believe that short-term
fluctuations in stock price necessarily reflect the underlying strength or
future prospects of the Company. Individual performance is measured by the
strategic and financial performance of the particular executive officer's
operational responsibility in comparison to targeted performance criteria.
Annual bonus. The Company's payment of annual cash bonuses seeks to motivate
executives to work effectively to achieve the Company's financial performance
objectives and to reward them when objectives are met.
Long-term, equity-based awards. The Compensation Committee believes that stock
option grants (1) align executive's interests with stockholder interests by
creating a direct link between compensation and stockholder return, (2) give
executives a significant, long-term interest in the Company's success and (3)
help retain key executives in a competitive market for executive talent. While
the Compensation Committee recognizes that the Company can exert very little
influence on short-term fluctuations in stock price, the Compensation Committee
does believe that long-term stock price appreciation reflects achievement of
strategic goals and objectives. Stock option awards are based on the performance
14
of the individual executive and his or her anticipated contribution to the
achievement of the Company's strategic goals and objectives. In addition to
stock options, executives may receive Common Stock through the profit sharing
component of the Tompkins Trustco Inc. Employee Stock Ownership Plan.
Executive Compensation for Fiscal 2004
In determining the compensation for the Company's executive officers for fiscal
2004, including the compensation of the Company's Chief Executive Officer, the
Compensation Committee considered, but did not formally weigh, a number of
quantitative and qualitative performance factors to evaluate the performance of
its executive officers, including its Chief Executive Officer.
The performance factors considered included (1) the Company's net income for
fiscal 2004 as compared to the Company's internal targets; (2) increases in
earnings per share of the Company's Common Stock for the latest 12 months; (3)
the Company's return on assets, as ranked in the Federal Reserve Bank Holding
Company Performance Report (Peer Group Percentile); (4) increases in the
Company's stock price over 12 months; and (5) the Company's return on equity, as
ranked in the Federal Reserve Bank Holding Company Performance Report (Peer
Group percentile). The Compensation Committee believes that the total
compensation provided to the Company's executive officers is competitive and
reflects the Company's performance.
This report was prepared by the Executive/Compensation/Personnel Committee of
the Board of Directors.
Members of the Compensation Committee:
Bonnie H. Howell, Chair
Reeder D. Gates
William W. Griswold
Thomas R. Salm
Craig Yunker
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee for the 2004 fiscal year were Bonnie
H. Howell (Chair), Reeder D. Gates, William W. Griswold, Thomas R. Salm and
Craig Yunker. No member of the Compensation Committee was at any time during
fiscal 2004 or has been at any other time an officer or employee of the Company.
No executive officer of the Company has served on the board of directors or
compensation committee of any other entity that has or has had one or more
executive officers who served as a member of the Company's Board of Directors or
the Compensation Committee during fiscal 2004.
15
Summary Compensation Table
The following table sets forth information concerning the compensation paid by
the Company, for each of the fiscal years ended December 31, 2004, 2003 and
2002, to its Chief Executive Officer and to each of its four other most highly
compensated executive officers (based on total salary and bonus for the last
completed fiscal year) (the "Named Executive Officers") who were serving as
executive officers at the end of the fiscal year ended December 31, 2004, and
whose compensation exceeded $100,000.
Annual Compensation All Other Compensation
---------------------------------------------------------------------------------------------------------------
Securities
Other Annual Underlying All Other
Name and Principal Position Year Salary Bonus(1) Compensation(2) Options(#)(3) Compensation(4)
---------------------------- ------ ------------ ------------ ------------ ------------ ------------
James J. Byrnes 2004 $ 415,000 $ 189,600 0 0 $ 46,923
Chairman & CEO of the 2003 395,000 165,000 704,512 0 41,922
Company, Chairman of the 2002 375,000 150,000 416,183 0 44,206
Board of Tompkins Trust
Company
Stephen E. Garner 2004 $ 252,000 $ 80,000 $ 63,070 14,850 $ 30,682
President & CEO of Tompkins 2003 240,000 75,000 0 0 28,322
Trust Company 2002 197,000 60,000 92,600 11,000 23,918
James W. Fulmer 2004 $ 216,000 $ 80,000 $ 156,743 11,000 $ 26,032
President of the Company, 2003 206,000 75,000 0 0 21,281
Chairman, President & CEO of 2002 199,000 65,000 0 0 20,435
The Bank of Castile
Stephen S. Romaine 2004 $ 175,000 $ 48,000 0 11,880 $ 21,304
President & CEO of Mahopac 2003 157,000 47,000 0 0 17,013
National Bank 2002 127,000 30,480 0 6,600 15,763
Francis M. Fetsko 2004 $ 167,000 $ 45,000 0 9,900 $ 20,288
Executive Vice President 2003 150,000 35,500 26,730 0 17,470
& Chief Financial Officer of 2002 120,000 35,500 3,860 7,260 15,374
the Company and Tompkins
Trust Company
(1) These amounts represent cash awards for performance bonuses, including
amounts of such bonuses deferred under the Tompkins Trustco, Inc. Deferred
Compensation Plan for Selected Officers. No interest paid on such deferred
compensation is reported, because such interest does not exceed 120% of the
most closely corresponding long-term federal rate.
(2) In accordance with SEC rules, amounts received for perquisites (which
includes such items as car allowance and club dues) and other personal
benefits with a value equal to the lesser of $50,000 or 10% of the total
annual salary and bonuses reported for a Named Executive Officer are not
included. For fiscal 2002, includes $90,175 for moving expense
reimbursement paid to Mr. Garner. For fiscal 2003, reflects value realized
as a result of stock options exercised by Mr. Byrnes and Mr. Fetsko of
$704,512 and $26,730, respectively. In fiscal 2004, reflects value realized
as a result of stock options exercised by Mr. Garner and Mr. Fulmer of
$63,070 and $156, 743 respectively.
(3) Where applicable, adjusted for 10% stock dividend.
(4) Includes (a) amounts matched on salary deferral pursuant to the Company's
Investment and Stock Ownership Plan, (b) amounts paid pursuant to the
profit sharing portion of the Company's Investment and Stock Ownership Plan
and the Company's Employee Stock Ownership Plan, and (c) taxable amounts of
applicable life insurance premiums paid on the executive's behalf by the
Company.
16
Employment Contracts, Termination of Employment and Change-in-Control
Arrangements
The Company has a severance agreement dated September 6, 1989 with James J.
Byrnes, Chairman and Chief Executive Officer, which provides for severance
payments in the event Mr. Byrnes's employment is terminated within two years
after a "change of control" (as that term is defined in the agreement) or Mr.
Byrnes's employment is terminated during a period in which events take place
which seek to effect a change of control. In such circumstance, Mr. Byrnes will
be entitled to a lump sum cash payment equal to approximately three times his
annualized tax-includable compensation (including bonus compensation) for the
five most recent taxable years ending before the date of the change of control,
the immediate vesting of any awards made to Mr. Byrnes as bonus or incentive
compensation and not previously paid, the termination of Mr. Byrnes's
participation in any savings and/or profit sharing plan, with terminating
distributions and/or vested rights under such plans to be governed by the terms
of such plans and entitlement to retirement benefits.
In connection with the merger of Letchworth Independent Bancshares Corporation
("LIBC") with and into the Company, the Company assumed all of LIBC's
obligations under its employment agreement dated September 12, 1989 with James
W. Fulmer. During fiscal 2004, Mr. Fulmer served as the President of the
Company, and as the Chief Executive Officer, President and Chairman of the Board
of Directors of The Bank of Castile. Pursuant to the terms of his employment
agreement, as amended, each year the term of Mr. Fulmer's employment agreement
is automatically extended for an additional year so that the term of the
employment agreement is always three years. In the event that the Company
terminates Mr. Fulmer's employment without "cause," as that term is defined in
his employment agreement, the Company is required to pay Mr. Fulmer, as
severance pay, his annual compensation plus all fringe benefits for a period of
three years from the date of such termination.
Stephen E. Garner has an employment agreement with the Company. Each year, the
term of Mr. Garner's employment agreement is automatically extended for an
additional year so that the term of the employment agreement is always three
years. In the event that the Company terminates Mr. Garner's employment without
"cause," as that term is defined in his employment agreement, the Company is
required to pay Mr. Garner, as severance pay, his annual compensation for a
period of 18 months from the date of such termination. In addition, in the event
that the Company terminates Mr. Garner's employment without "cause" as a result
of a "significant event," as that term is defined in his employment agreement,
the Company is required to pay Mr. Garner, as severance pay, his annual
compensation for the remainder of the then current three-year term of his
employment agreement.
Stephen S. Romaine has an employment agreement with Mahopac National Bank. Each
year, the term of Mr. Romaine's employment agreement is automatically extended
for an additional year so that the term of the employment agreement is always
two years. In the event that the Mahopac National Bank terminates Mr. Romaine's
employment without "cause," as that term is defined in his employment agreement,
the Mahopac National Bank is required to pay Mr. Romaine, as severance pay, his
annual compensation for a period of 12 months from the date of such termination.
In addition, in the event that the Mahopac National Bank terminates Mr.
Romaine's employment agreement without "cause" as a result of a "significant
event," as that term is defined in his employment agreement, the Mahopac
National Bank is required to pay Mr. Romaine, as severance pay, his annual
compensation for the remainder of the then current two-year term of his
employment agreement.
Life Insurance
Life insurance benefits are provided to certain officers of the Company, with
respect to which the Company has entered into life insurance contracts. These
insurance contracts are carried at cash surrender value on the Company's
consolidated statements of condition. Increases in the cash surrender value of
the insurance are reflected as noninterest income, and the related mortality
expense is recognized as other employee benefits expense, in the Company's
consolidated statements of income. Taxable amounts paid with respect to such
life insurance on behalf of the Named Executive Officers are included as "All
Other Compensation" in the Summary Compensation Table, above.
17
Stock Option Plan
The Company maintains the Tompkins Trustco, Inc. 2001 Stock Option Plan as a
vehicle to encourage the continued employment of key employees of the Company
and its subsidiaries, and to align their interests with those of the Company's
stockholders by facilitating their purchase of a stock interest in Tompkins
Trustco. Management believes that an incentive stock option plan is in the best
interests of the Company and its stockholders since it will enhance the
Company's ability to continue to attract and retain qualified directors,
officers and other key employees.
Option Grants in Fiscal 2004
During fiscal 2004, the Company issued options to acquire 218,900 shares of its
Common Stock at a purchase price of $43.27 per share. The following table sets
forth certain information concerning stock options granted during the fiscal
year ended December 31, 2004, to the Named Executive Officers. In accordance
with SEC rules, the following table also sets forth the potential realizable
value over the term of the options (the period from the grant date to the
expiration date) based on assumed rates of stock appreciation of 5% and 10%
compounded annually. The amounts do not represent the Company's estimate of
future stock prices. Actual realizable values, if any, of stock options will
depend on the future performance of the Common Stock. The Company has never
granted stock appreciation rights.
Options Granted in Fiscal 2004
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation for
Individual Grants Option Term(1)
----------------- --------------
Number of % of Total
Securities Options Exercise
Underlying Granted to Price Per
Options Employees in Share Expiration
Name Granted (#) Fiscal Year(2) ($/Sh) Date 5% ($) 10% ($)
------------------------------------------------------------------------------------------------------------
James J. Byrnes -- -- -- -- -- --
Stephen E. Garner 14,850 6.784 43.27 05/03/14 404,102 1,024,074
James W. Fulmer 11,000 5.025 43.27 05/03/14 299,335 758,574
Stephen S. Romaine 11,880 5.427 43.27 05/03/14 323,282 819,259
Francis M. Fetsko 9,900 4.523 43.27 05/03/14 269,401 682,716
Outstanding Options of Named Executive Officers
The following table shows the aggregate number of options outstanding as of
December 31, 2004 for each of the Named Executive Officers, and for all
executive officers of the Company as a group.
Average Price
Number of Per Option
Options Outstanding
Name Outstanding ($)(1)
-----------------------------------------------------------------------------
James J. Byrnes 12,100 31.20
Stephen E. Garner 55,635 29.431
James W. Fulmer 40,040 27.843
Stephen S. Romaine 31,664 32,897
Francis M. Fetsko 27,596 35.025
All executive officers as a group 267,651 31.790(2)
(1) This price represents the weighted average of the fair market value, as
that term is defined in the stock option plan, of the Common Stock of the
Company on the date that the options were granted.
(2) This price represents a weighted average of the exercise price of all of
the options outstanding to all executive officers of the Company as of
December 31, 2004.
18
Options Exercised and Value for Fiscal 2004
The following table sets forth information concerning the exercise of options by
each Named Executive Officer during fiscal 2004 and the potential value of
unexercised "in-the-money" options held by them as of the end of the fiscal
year. Options are "in-the-money" if the fair market value of the underlying
shares of Common Stock exceeds the exercise price of the option. The value of
exercised options represents the difference between the fair market value of the
shares of Common Stock on the date of exercise less the aggregate exercise price
established on the grant date. The value of unexercised "in-the-money" options
is based on the average price of the Company's Common Stock on December 31,
2004, the last trading day of fiscal 2004, of $48.63(1) per share, minus the
exercise price, multiplied by the number of shares of Common Stock issuable upon
exercise of the option. These values have not been, and may never be, realized.
Aggregated Option Exercises During Fiscal 2004 and
Option Values on December 31, 2004(1)
Number of
Securities Value of
Underlying Unexercised In-
Unexercised the-Money Options
Options at at 12/31/04 ($)(1)
Shares 12/31/04(#)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
---------------------------------------------------------------------------------------
James J. Byrnes -- -- 6,050/6,050 $105,451/$105,451
Stephen Garner 2,231 $ 63,070 28,683/26,952 $816,206/$251,961
James W. Fulmer 7,260 $ 156,743 19,964/20,076 $531,641/$300,654
Stephen S. Romaine -- -- 12,221/19,443 $325,820/$172,359
Francis M. Fetsko -- -- 9,074/18,522 $185,507/$189,947
(1) Price adjusted for 10% stock dividend paid 2/15/05.
Equity Compensation Plan Information
The following table summarizes information, as of December 31, 2004, relating to
equity compensation plans of the Company pursuant to which grants of options,
restricted stock units or other rights to acquire shares may be granted from
time to time.
Equity Compensation Plan Information
Number of securities
Number of securities remaining available for
to be issued Weighted-average future issuance under
upon exercise of exercise price of equity compensation plans
Plan Category outstanding options, outstanding options, (excluding securities
warrants and rights warrants and rights (1) reflected in column (a))
(a) (b) (c)
---------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved 631,828 $33.5153 567,154
by security holders(2)
Equity compensation plans not 0 0 0
approved by security holders
Total 631,828 $33.5153 567,154
(1) This price represents the weighted average exercise price of all
outstanding options.
(2) Includes the Tompkins Trustco, Inc. 2001 Stock Option Plan, the Tompkins
County Trustco, Inc 1998 Stock Option Plan, and the Tompkins County Trust
Company 1992 Stock Option Plan.
19
Deferred Profit-Sharing Plan
The Company has an Investment and Stock Ownership Plan (the "ISOP") that covers
substantially all of the employees of the Company and its subsidiaries. The ISOP
is a profit-sharing plan with a salary deferral arrangement meeting the
requirements of Section 401(k) of the Internal Revenue Code of 1986, as amended.
Pursuant to the ISOP, an employee may defer a portion of the employee's base
pay, within limits specified in the ISOP. The ISOP further provides that the
Company will match 100% of an employee's contribution up to 3% of the employee's
base pay, and will match 50% of an employee's additional contribution to the
ISOP that is greater than 3%, but not more than 5%, of the employee's base pay.
In addition, the ISOP has an employer-funded profit sharing component. Profit
sharing contributions are discretionary contributions determined by the Board of
Directors and are limited to a maximum amount as stipulated in the ISOP. The
ISOP allows employees to elect to defer a portion of their profit sharing
component (which deferral is not eligible for matching by the Company), or to
receive cash. Amounts contributed by the Company for the accounts of the Named
Executive Officers are included as "All Other Compensation" in the Summary
Compensation Table.
The Company also has the Tompkins Trustco, Inc. Employee Stock Ownership Plan
(the "ESOP") which covers substantially all employees of the Company. The
purpose of the ESOP is to permit the Company to make discretionary profit
sharing contributions to employees in the form of shares of Common Stock in
order to facilitate stock ownership by employees. Contributions are determined
by the Board of Directors and are limited to a maximum amount as stipulated in
the ESOP. Amounts accrued for the accounts of the Named Executive Officers are
included as "All Other Compensation" in the Summary Compensation Table.
Retirement Plan
The Company has a non-contributory pension equity plan, the Tompkins Trustco,
Inc. Retirement Plan (the "Retirement Plan"), which covers substantially all
employees of the Company. The assets of the Retirement Plan are held in a
separate trust and administered by the Pension Administration Committee of the
Board of Directors.
Tompkins Trustco, Inc. Retirement Plan Table(1)
Years of Service
Average Final
Earnings 15 20 25 30 35
-----------------------------------------------------------------------------------------
$ 50,000.00 5,819 7,738 10,005 11,974 14,453
$ 75,000.00 9,822 13,040 16,830 20,111 24,231
$ 100,000.00 13,825 18,342 23,655 28,248 34,009
$ 125,000.00 17,828 23,645 30,480 36,386 43,787
$ 150,000.00 21,831 28,947 37,304 44,523 53,565
$ 175,000.00 25,834 34,250 44,129 52,661 63,343
$ 200,000.00 29,837 39,552 50,954 60,798 73,121
(1) A "grandfathering" multiplier based on age and service as of January 1,
2001 will increase the benefits of certain Tompkins Trust Company employees
covered under the previous Tompkins County Trust Company Retirement Plan,
including Mr. Byrnes and Mr. Fetsko.
The Retirement Plan provides a retirement benefit based on "Points" defined in
the Retirement Plan as a combination of age plus years of service, multiplied by
"Average Final Earnings," as that term is defined in the Plan. The benefits are
not subject to a reduction for federal social security benefits.
Generally, compensation used for determination of benefits under the Retirement
Plan includes wages and all other payments of compensation from the Company, as
reported in all columns of the Summary Compensation Table above. Taxable
compensation from stock options is excluded for all participants. For highly
compensated employees, which includes all of the Named Executive Officers,
incentive bonus compensation and taxable fringe amounts are excluded. The annual
compensation used for benefit computations of each employee under the plan shall
not exceed the IRC section 401(a)(17) annual compensation limit. Considering
these limits, the five (5) year average annual compensation for plan years
2000-2004 is $189,000. As of December 31, 2004, Mr. Byrnes had 16 years of
credited service under the Retirement Plan and his average annual compensation
for purposes of the Retirement Plan was $189,000; Mr. Garner had 4 years of
20
credited service under the Retirement Plan and his average annual compensation
for purposes of the Retirement Plan was $189,000; Mr. Fulmer had 16 years of
credited service under the Retirement Plan and his average annual compensation
for purposes of the Retirement Plan was $189,000; Mr. Romaine had 4 years of
credited service under the Retirement Plan and his average annual compensation
for purposes of the Retirement Plan was $151,376; and Mr. Fetsko had 8 years of
credited service under the Retirement Plan and his average annual compensation
for purposes of the Retirement Plan was $131,285. Certain of the Company's
employees, including Messrs. Byrnes and Fetsko, are covered by the Retirement
Plan's "grandfathering" provisions, as a result of which their accrued benefit
is increased by 100% and 60% respectively.
Under the plan normal retirement age is 65 with reduced benefit payments for
early retirement following age 55 to age 65.
Supplemental Employee Retirement Plans
Tompkins Trust Company has a Supplemental Executive Retirement Agreement (a
"SERP") covering James J. Byrnes. The SERP provides for a retirement benefit to
Mr. Byrnes at age 65 equal to 50% of average earnings (as defined in the SERP)
over the highest five preceding consecutive years. Benefits under the SERP are
reduced by payments due under the Retirement Plan and federal social security
benefits. Reduced benefits are payable in the event of retirement prior to age
65. The projected annual benefit to Mr. Byrnes at age 65 is $283,000, inclusive
of payments from the Tompkins Trustco Retirement Plan, SERP and Social Security.
Stephen E. Garner, Stephen S. Romaine and certain officers of Mahopac National
Bank have SERP agreements with the Company that provide for a retirement benefit
at age 65 equal to 75% of final salary as defined in the SERP. Benefits under
the SERPs are reduced by payments due under the Retirement Plan and federal
social security benefits. Reduced benefits are payable in the event of
retirement prior to age 65. The projected annual benefit to Mr. Garner at age 65
is $198,000, and the projected benefit to Mr. Romaine at age 65 is $120,000,
inclusive of payments from the Tompkins Trustco Retirement Plan, SERP and Social
Security.
The Bank of Castile has entered into certain executive supplemental income
agreements that provide for specified deferred compensation benefits payable to
certain highly compensated officers, including James W. Fulmer. Under these
agreements, retirement benefits of up to 75% of the average salary during the
participant's final five years of employment are due and payable to the
participant. Retirement benefits under these agreements are reduced by payments
due under the Retirement Plan and federal social security benefits. The
projected benefit to Mr. Fulmer at age 65 is $178,000, inclusive of payments
from the Tompkins Trustco Retirement Plan, supplemental income agreements and
Social Security.
Deferred Compensation Plan for Selected Officers
The Company maintains a nonqualified deferred compensation plan for a select
group of employees. This plan allows participating employees to defer receipt of
all or a portion of bonuses and profit sharing payments otherwise payable to
them until a future date. The Investment Committee, which is a subcommittee of
the Executive/Compensation/Personnel Committee, directs the investment of these
monies. Amounts deferred under the deferred compensation plan on the part of the
Named Executive Officers are included as "Bonus" in the Summary Compensation
Table.
Post-Retirement Life Insurance and Medical Insurance
The Company offers post-retirement life insurance coverage to employees who have
worked for the Company for 10 or more years and who retire at or after age 55.
All of the Named Executive Officers are entitled to receive life insurance
coverage under this policy. Additionally, Tompkins Trust Company offers
post-retirement medical coverage to certain employees who have worked for
Tompkins Trust Company for 10 years and who retire at or after age 55. Medical
coverage is contributory with contributions reviewed annually. Tompkins Trust
Company assumes the majority of the cost for these benefits, while retirees
share some of the cost through co-insurance and deductibles.
21
Stock Performance Graph
The information contained in the Stock Performance Graph section of this proxy
statement shall not be deemed to be "soliciting material" or "filed" or
incorporated by reference in future filings with the SEC, or subject to the
liabilities of Section 18 of the Exchange Act, except to the extent that the
Company specifically requests that such information be treated as "soliciting
materials" or specifically incorporates it by reference into a document filed
under the Securities Act or the Exchange Act.
The following graph sets forth comparative information regarding the Company's
cumulative return on its Common Stock over the five-year period ended December
31, 2004. Total stockholder return is measured by dividing cumulative dividends
(assuming dividend reinvestment) plus the change in share price during the
measurement period by the share price at the beginning of the measurement
period. The Company's cumulative stockholder return for the five-year period
based upon an initial investment of $100 is compared to the cumulative return of
the NASDAQ Stock Market (U.S. Companies) and the SNL Securities L.P. Bank Index,
assuming the reinvestment of dividends. The stock prices on the performance
graph are not necessarily indicative of future stock price performance.
Total Return Performance
[GRAPHIC CHART OMITTED]
Period Ending
-----------------------------------------------------------------------------
Index 12/31/99 12/31/00 12/31/01 12/31/02 12/31/03 12/31/04
--------------------------------------------------------------------------------------------------------
Tompkins Trustco, Inc. 100.00 101.13 150.20 168.96 199.16 237.45
NASDAQ Composite 100.00 60.82 48.16 33.11 49.93 54.49
SNL Bank Index 100.00 118.10 119.29 109.38 147.55 165.34
22
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's Common Stock, to file with the SEC initial reports of
ownership and reports of changes in ownership of Common Stock. Executive
officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
Except for the late filing disclosure set forth below, to the Company's
knowledge, based solely on a review of the copies of such reports furnished to
the Company and written representations that no other reports were required,
during fiscal 2004, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were
satisfied. A late Form 4 filing was made during fiscal 2004 for the following
individual: John E. Alexander filed a Form 4 on 11/26/04 regarding the purchase
of 1,500 shares of the Company's Common Stock on 11/10/04 and 1,000 shares of
the Company's Common Stock on 11/18/04.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors and executive officers of the Company, members of their
immediate families and companies or firms with which they are associated, were
customers of, or had other transactions with, the Company in the ordinary course
of business during fiscal 2004. Any and all loans and commitments to loan to
such individuals were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons and did not involve more than the normal risk of
collectibility or present other unfavorable features. As of December 31, 2004,
the balance of all such loans included in total loans was $1,608,000. None of
the loans outstanding to directors or executive officers of the Company, or
members of their immediate families or companies or firms with which they are
associated, were nonperforming at December 31, 2004.
James R. Hardie, a director of the Company and Vice Chairman of Tompkins
Insurance Agencies, is the managing member of a limited liability company that
leases space to Tompkins Insurance Agencies, located in Attica, New York. The
total amount paid to the limited liability company in fiscal 2004 was $36,000.
The Company expects a similar level of payments in fiscal 2005.
Michael H. Spain, a director of the Company and of Mahopac National Bank, is the
president and owner of the Spain Agency, Inc. an insurance agency that placed
the Company's current workers compensation and statutory disability insurance
coverages during fiscal year 2004.
William D. Spain, Jr., a director of the Company and a director and Chairman of
Mahopac National Bank, is Managing Partner of Spain & Spain, PC, a firm that
provides legal services to Mahopac National Bank.
23
REPORT OF THE AUDIT/EXAMINING COMMITTEE OF THE BOARD OF DIRECTORS
The information contained in this report shall not be deemed to be "soliciting
material" or "filed" or incorporated by reference in future filings with the
SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to
the extent that the Company specifically incorporates it by reference into a
document filed under the Securities Act or the Exchange Act.
The Audit/Examining Committee is appointed by the Board of Directors to assist
the Board in fulfilling its oversight responsibilities. The Audit/Examining
Committee is composed of three non-employee directors, all of whom are
"independent directors" under Section 121(A) of the AMEX listing standards and
Rule 10A-3 under the Exchange Act.
The Audit/Examining Committee operates under a written charter approved by the
Board of Directors, a copy of which was included as Appendix A to the Company's
fiscal 2003 proxy statement, filed with the SEC on April 6, 2004. The
Audit/Examining Committee's primary duties and responsibilities are: to oversee
the Company's accounting and financial reporting process and the audit of the
Company's financial statements and to monitor the integrity of the Company's
financial statements; to monitor the independence and qualifications of the
Company's independent auditor; monitor the performance of the Company's
independent auditor and internal auditing department; provide an avenue of
communication among the Company's independent auditor, management, the internal
auditing department, and the Board of Directors; and to monitor compliance by
the Company with legal and regulatory requirements. The Audit/Examining
Committee is also directly responsible for the appointment and compensation of
the Company's independent auditor.
The Audit/Examining Committee met six times during fiscal 2004 and reports to
the Board of Directors on a quarterly basis. The Audit/Examining Committee
schedules its meetings with a view to ensuring that it devotes appropriate
attention to all of its tasks. The Audit/Examining Committee's meetings include,
whenever appropriate, executive sessions with the Company's independent auditors
and with the Company's internal auditors, in each case without the presence of
the Company's management.
The Audit/Examining Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities. It has direct access to the
independent auditors and to any employee or officer of the Company it deems
necessary. The Audit/Examining Committee has the ability to retain, at the
Company's expense and at compensation it deems appropriate, special legal,
accounting, or other consultants or experts it deems necessary in the
performance of its duties.
Management is responsible for the Company's internal controls and financial
reporting process. The Company's independent accountants, KPMG LLP ("KPMG"), are
responsible for performing an independent audit of the Company's consolidated
financial statements in accordance with auditing standards generally accepted in
the United States of America and to issue a report thereon.
In connection with its responsibilities, the Audit/Examining Committee met with
management and with KPMG to review and discuss the Company's audited
consolidated financial statements for the fiscal year ended December 31, 2004.
The Audit/Examining Committee also discussed with KPMG the matters required to
be discussed by Statement on Auditing Standards No. 61 (Communication with Audit
Committees), received written disclosures and a letter from KPMG required by
Independence Standards Board No. 1 (Independence Discussions with Audit
Committees), and has discussed with KPMG its independence.
Based upon the Audit/Examining Committee's discussions with management, the
Company's internal auditor, and KPMG and the Audit/Examining Committee's review
of the information described in the preceding paragraph, the Audit/Examining
Committee recommended to the Board of Directors that the Company's audited
consolidated financial statements for the fiscal year ended December 31, 2004,
be included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2004, for filing with the SEC.
Members of the Audit/Examining Committee:
William W. Griswold, Chair John E. Alexander
Thomas R. Salm Bonnie H. Howell, Alternate
24
Independent Auditors
The Audit/Examining Committee has retained KPMG to continue as independent
auditors and to audit the consolidated financial statements of the Company for
the fiscal year ending December 31, 2005. A representative of KPMG is expected
to attend the Meeting and will have an opportunity to make statements and
respond to appropriate questions from stockholders.
Audit and Non-Audit Fees
KPMG is the Company's independent auditor. The following table sets forth the
aggregate fees billed to the Company for the fiscal years ended December 31,
2004 and December 31, 2003 by KPMG:
2004 2003
-------- --------
Audit Fees: $226,500 $215,500
Audit-Related Fees: $225,000 $ 6,900
Tax Fees: $ 83,310 $ 96,425
All Other Fees: $ 4,900 $ 0
Audit Fees: These are fees for professional services rendered for the audit of
the Company's consolidated annual financial statements and review of the
consolidated financial statements included in the Company's quarterly reports on
Form 10-Q.
Audit-Related Fees: These are fees for assurance and related services that are
reasonably related to performance of audit or review of the Company's
consolidated financial statements and are traditionally performed by the
Company's independent accountant. More specifically, these include fees billed
in fiscal 2004 for audit of internal controls over financial reporting in
accordance with the Public Company Accounting Oversight Board, including FDICIA
reporting, and in fiscal 2003 for the Federal Home Loan Bank collateral
maintenance audit at Tompkins Trust Company and fees billed for audit of
Tompkins Trust Company's split dollar life insurance policy.
Tax Fees: These are fees for professional services rendered regarding tax
compliance, tax advice or tax planning. More specifically, these include fees
billed for tax return preparation, quarterly estimates, tax planning and tax
related research.
All Other Fees: These are fees for all other products and services provided by
the Company's independent accountant that do not fall within the previous
categories. More specifically, these include fees for review of the SEC Form
S-3, Tompkins Trustco, Inc. Dividend Reinvestment and Direct Stock Purchase and
Sale Plan.
All non-audit services were reviewed with the Audit/Examining Committee, which
concluded that the provision of such services by KPMG was compatible with the
maintenance of that firm's independence and the conduct of its auditing
functions.
Audit/Examining Committee Pre-Approval Policy
The Audit/Examining Committee pre-approves all audit services and permitted
non-audit services (including the fees and terms of such services), other than
non-audit services falling within the de minimis exception described in Section
10A(i)(1)(B) of the Exchange Act which are approved by the Audit/Examining
Committee prior to the completion of the audit, to be provided to the Company by
its independent auditor. The Audit/Examining Committee may delegate to one or
more designated members of the Audit/Examining Committee the authority to grant
pre-approvals of audit services and permitted non-audit services, provided that
decisions of such designated member(s) to pre-approve one or more such services
shall be reported to the full Audit/Examining Committee at its next scheduled
meeting.
All audit and non-audit services provided by the Company's independent auditor
for fiscal 2004 and fiscal 2003 were pre-approved by the Company's
Audit/Examining Committee.
25
STOCKHOLDER PROPOSALS
If any stockholder desires to have a proposal formally considered at the 2006
annual meeting of stockholders and included in the proxy statement and proxy for
that meeting, the Corporate Secretary must receive the proposal in writing no
later than December 9, 2005.
For proposals to be considered at an annual meeting, the stockholder must have
given timely notice thereof in writing to the Corporate Secretary not less than
45 days prior to the anniversary of the date on which the Company first mailed
its proxy materials for its immediately preceding annual meeting of stockholders
(as specified in the Company's proxy materials for its immediately preceding
annual meeting of stockholders). To be timely for the 2006 annual meeting, a
stockholder's notice must be delivered to or mailed and received by the
Corporate Secretary at the principal executive offices of the Company by
February 22, 2006.
In addition, the proxy solicited by the Board of Directors for the 2006 annual
meeting of stockholders will confer discretionary authority to vote on (i) any
proposal presented by a stockholder at that meeting for which the Company has
not been provided with notice prior to February 22, 2006, and (ii) on any
other proposal (notwithstanding timely notice), if the 2006 proxy statement
briefly describes the matter and how management will direct the proxy holders to
vote on it, if the stockholder does not comply with the requirements of Rule
14a-4(c)(2) under the Securities Exchange Act of 1934, as amended.
FORM 10-K
A copy of the Company's Annual Report on Form 10-K filed with the SEC is
available without charge at our website (http://www.tompkinstrustco.com) or by
writing to: Tompkins Trustco, Inc., ATTN: Francis M. Fetsko, Executive Vice
President & Chief Financial Officer, P.O. Box 460, Ithaca, New York 14851. In
addition, the Annual Report on Form 10-K (with exhibits) is available at the
SEC's Internet site (http://www.sec.gov).
OTHER MATTERS
The Board of Directors knows of no business to be presented for stockholder
action at the Meeting other than (1) the election of directors and (2) the
approval of the Amended Retainer Plan, as set forth in Proposals 1 and 2,
respectively, in this proxy statement. If any additional matters should be
presented, it is intended that the enclosed proxy will be voted in accordance
with the judgment of the person or persons acting under the proxy.
Your vote is important regardless of the number of shares you own. Whether or
not you plan to attend the Meeting, you are urged to vote your proxy promptly.
You may vote by telephone, via the Internet, or mark, sign, date, and return the
enclosed proxy card without delay in the accompanying pre-addressed postage-paid
envelope. Your proxy may be revoked prior to its exercise by filing with the
Company's Corporate Secretary prior to the Meeting a written notice of
revocation or a duly executed proxy bearing a later date, or by attending the
Meeting, filing a written notice of revocation with the Corporate Secretary at
the Meeting prior to the vote, and voting in person.
Dated: April 8, 2005 By Order of the Board of Directors
/s/ LINDA M. CARLTON
------------------------------------------
Linda M. Carlton
Asst. Vice President & Corporate Secretary
26
APPENDIX A
STOCK RETAINER PLAN FOR ELIGIBLE DIRECTORS
OF TOMPKINS TRUSTCO, INC. AND
PARTICIPATING SUBSIDIARIES
(formerly known as the "1996 Stock Retainer Plan for Non-Employee Directors")
1. Introduction. This Stock Retainer Plan for Eligible Directors of
Tompkins Trustco, Inc. and Participating Subsidiaries (the "Plan") of Tompkins
Trustco, Inc. (the "Company") provides that:
(a) all retainer, meeting, chairman and/or committee fees
(collectively, "Board/Committee Fees") payable to Eligible Directors for their
respective services as either (i) a member of the Board of Directors of the
Company or any committee thereof or (ii) a member of the Board of Directors of
any Participating Subsidiary (as herein defined) or any committee thereof shall
be paid, as determined and identified by and to the extent set forth in
resolutions of the Board of Directors of the Company or the Participating
Subsidiary and as instructed by Section 5 of this Plan, in shares of common
stock, par value $0.10 per share, of the Company; and
(b) receipt of payment by Eligible Directors of Board/Committee
Fees as provided in this Plan shall be deferred automatically pursuant to the
terms of this Plan.
This Plan is an amendment to and restatement of the Company's 1996
Stock Retainer Plan for Non-Employee Directors, as amended.
2. Purpose. The purpose of this Plan is to advance the interests of the
Company and its Subsidiaries by enhancing the ability of the Company and
Participating Subsidiaries to attract and retain directors who are in a position
to make significant contributions to the success of the Company and/or its
Participating Subsidiaries and to reward such directors for their contributions
through compensation which aligns their interests with those of the Company's
stockholders.
3. Definitions. Capitalized terms used in this Plan without other
definition shall, unless expressly stated otherwise, have the following
meanings:
(a) "Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in New York, New York are authorized or
required by law to close.
(b) "Direct Stock Purchase Plan" means the Dividend Reinvestment
and Stock Purchase and Sale Plan sponsored by the Company and administered by
the American Stock Transfer & Trust Company or such other substitute or
successor open market purchase plan designated by the Committee.
(c) "Eligible Director" means (i) any director of the Company or
of a Participating Subsidiary who is not an officer or employee of the Company
or of any Participating Subsidiary and (ii) any other director who the Board of
Directors of the Company or of the Participating Subsidiary shall designate as
an Eligible Director.
(d) "Participating Subsidiary" means a Subsidiary that elects to
participate in this Plan.
(e) "Stock" means the Company's common stock, par value $0.10.
(f) "Subsidiary" means any joint venture, corporation, partnership
or other entity as to which the Company, whether directly or indirectly, has
more than 50% of the (i) voting rights or (ii) right to capital or profits, and
"Subsidiaries" shall mean, collectively, all such entities.
A-1
(g) "Valuation Date" means the last Business Day before the
beginning of the Company's immediately succeeding fiscal year, as applicable.
(h) "Value" means, with respect to a share of Stock, (i) the
average of the high and low sales prices on the Valuation Date as reported by
the American Stock Exchange or by such other national securities exchange or the
NASDAQ National Market System on which the Stock is listed or admitted to
trading or if no such sale takes place on such day, the average of the high bid
and low asked prices on such day; (ii) if the Stock is not listed or admitted to
trading on any national securities exchange or the NASDAQ National Market
System, the average of the high and low sale price on such day or, if no sale
takes place on such day, the average of the high bid and low asked prices on
such day, as reported by a reliable quotation source designated by the
Committee, or if there shall be no bid and asked prices on such day, the average
of the high bid and low asked prices, as so reported, on the most recent day
(not more than 5 days prior to the date in question) for which prices have been
so reported; or (iii) if none of the conditions set forth in clauses (i) or (ii)
is met then, the Value shall be determined by the Committee, acting in good
faith.
4. Administration. This Plan shall be administered by a committee of the
Board of Directors of the Company (the "Committee") designated by the Board of
Directors for that purpose. However, unless and until a Committee is appointed,
this Plan shall be administered by the Company's entire Board of Directors, and
references in this Plan to the "Committee" shall be deemed references to the
Board of Directors of the Company. The Committee has the authority to control
and manage the operation and administration of this Plan, including (a) to
adopt, amend and rescind rules and regulations for the administration of this
Plan and (b) to interpret this Plan and to decide any questions and settle all
controversies and disputes that may arise in connection with this Plan. Such
determinations of the Committee shall be conclusive and shall bind all parties.
Transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including, but not
limited to, any applicable six month holding periods relating to Stock purchased
or otherwise acquired under this Plan. To the extent any provision of this Plan
or action by the Committee fails to so comply, it shall be deemed null and void,
to the extent permitted by law and deemed advisable by the Committee.
5. Terms and Conditions; Shares Subject to this Plan.
-------------------------------------------------
(a) Deferred Shares of Stock. All Board/Committee Fees earned by
an Eligible Director will be transferred to a trustee subject to a rabbi trust
agreement among the Company, to the extent applicable, Participating
Subsidiaries, and a trustee designated by the Committee (the "Trust"). Pursuant
to the Trust, the trustee will establish deferred compensation accounts for each
Eligible Director and, as an Eligible Director earns Board/Committee Fees, the
Company (or the Participating Subsidiary, as the case may be) will contribute
such Board/Committee Fees to the trustee and the trustee will, subject to the
terms of the Trust, acquire shares of Stock for such Eligible Director's account
on the open market pursuant to the Direct Stock Purchase Plan. The actual number
of shares of Stock acquired by the Trust and deposited into an Eligible
Director's account will be equal to the quotient determined by dividing the
Board/Committee Fees contributed by the Company (or the Participating
Subsidiary, as the case may be) to such Eligible Director's account by the
purchase price per share of Stock paid pursuant to the terms of the Direct Stock
Purchase Plan. The actual price per share of Stock that will be paid under the
Direct Stock Purchase Plan cannot be determined until a particular purchase is
completed.
(b) Amount of Board/Committee Fees. Board/ Committee Fees are
payable periodically at such time and in such amounts as the Board of Directors
of the Company (or of the Participating Subsidiary, as the case may be) may
determine from time to time by resolution.
(c) Rights as Stockholder; Assignment. Eligible Directors shall
have no rights of a stockholder with regard to shares of Stock held in the
Trust, and shall be subject to and governed by the terms of the Trust and this
Plan. No right to receive payments under this Plan is transferable or assignable
by an Eligible Director except by will or by the laws of descent and
distribution or as may otherwise be provided for in the Trust or this Plan.
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(d) Rights to Shares of Stock. An Eligible Director's right to
payment of deferred compensation under this Plan is a contractual obligation of
the Company (or of the Participating Subsidiary, as the case may be) to the
Eligible Director, and his or her right to such shares of Stock shall be an
unsecured claim against the general assets of the Company. However, the Company
has established the Trust as an irrevocable rabbi trust for Eligible Directors
for the purpose of holding assets used to provide the benefits required by this
Plan. The Company (or the Participating Subsidiary, as the case may be) shall
make periodic contributions to the Trust as may be required to fund amounts
payable under this Plan. The Trust provides an Eligible Director with assurance
that deferred compensation will be paid to him or her in accordance with this
Plan, except in the event of the Company's bankruptcy or insolvency.
(e) Payment of Deferred Compensation.
(i) An Eligible Director will have the right to the
payment of his or her deferred compensation upon the first to occur of the
following events (each of the following a "Distribution Triggering Event"):
o the Eligible Director's termination of
service as a director of the Company or of
the Participating Subsidiary;
o the Eligible Director's attainment of the
age of seventy-two (72) years; or
o the Eligible Director's death.
(ii) Upon the occurrence of a Distribution Triggering
Event, payment of an Eligible Director's deferred compensation will commence as
soon as practicable following the first Business Day of January of the calendar
year (the "Distribution Commencement Date") immediately following the occurrence
of the Distribution Triggering Event, and will continue to be paid annually each
year thereafter as soon as practicable following the first Business Day of each
such subsequent calendar year (each a "subsequent Distribution Date") until the
earlier of: (y) the tenth (10th) calendar year following the occurrence of the
Distribution Triggering Event or (z) the Eligible Director's receipt of all of
the deferred payments to which he or she is entitled (the "Termination Date").
(iii) Annual installments of deferred compensation will be
made over a period of not more than 10 years, and shall be made through the
transfer of the shares of Stock held in the Eligible Director's deferred
compensation account established and maintained pursuant to the Trust. The
number of shares of Stock distributed annually to an Eligible Director will be
calculated in the following manner: the aggregate Value of the shares of Stock
in the Eligible Director's deferred compensation account as of the Valuation
Date immediately preceding the Distribution Commencement Date will be multiplied
by a fraction, the numerator of which is 1, and the denominator of which is the
number of remaining annual distribution installments of Stock, provided,
however, that each annual Stock distribution installment must be of at least
that number of shares of Stock having an aggregate Value (as of the
corresponding Valuation Date) of $10,000 and, in the event the aggregate Value
of the shares of Stock held in the Eligible Director's account as of any
Valuation Date is less than $10,000, then the Eligible Director shall be
distributed all of the shares of Stock in the Eligible Director's account. The
Value of the shares of Stock held in an Eligible Director's deferred
compensation account to be distributed annually on subsequent Distribution Dates
will be determined annually on each corresponding Valuation Date until the
Termination Date. By way of example, if an Eligible Director's service as a
director is terminated effective April 1, 2006, the Distribution Commencement
Date will be on or about January 2, 2007 and the corresponding Valuation Date
shall be December 29, 2006. Accordingly, if as of December 29, 2006 the Value of
a share of Stock is $50 and the Eligible Director has an aggregate of 1350
shares of Stock in his deferred compensation account, the aggregate Value of the
shares of Stock held in the Eligible Director's account is $67,500 (1350 x $50),
the number of shares of Stock to be transferred to the Eligible Director from
A-3
his or her deferred compensation account on or about January 2, 2007 shall be
that number of shares of Stock equal to the greater of : 1/10th of $67,500 (the
aggregate Value of the Stock on December 29, 2006) or $10,000 in Value (as of
December 29, 2006). In this example, on or about January 2, 2007, the Eligible
Director would be distributed 200 shares, which equal $10,000 in Value (1/10th
of $67,500, is less than $10,000); the balance of the shares of Stock held in
the Eligible Director's account will be valued again on December 31, 2007 and
that number of shares of Stock equal to 1/9th of the aggregate Value of the
balance shares of Stock as of December 31, 2007, but not less than that number
of shares of Stock equal to $10,000 in Value as of December 31, 2007, will be
distributed to the Eligible Director on or about January 2, 2008; and this
process shall continue until the Termination Date.
(iv) Annual distributions shall be made to the Eligible
Director while living. In the event of an Eligible Director's death before he or
she has received all of the deferred distributions to which he or she is
entitled, distributions will be made to the beneficiary designated in writing by
the Eligible Director as hereinafter provided. The beneficiary designated by the
Eligible Director shall be his or her spouse, child (or children), grandchild
(grandchildren), executor or administrator, or the trustee of any testamentary
or inter-vivos trust established by the Eligible Director. If no such
designation is in effect at the time any distribution becomes due hereunder,
such distribution shall be made to the Eligible Director's surviving spouse and,
if the Eligible Director leaves no spouse surviving, to the Eligible Director's
executor or administrator. Beneficiary designations and changes thereof may be
made by the Eligible Director during his or her lifetime by written notice filed
with the Company's Secretary, which designation, and any subsequent change,
shall take effect as of the date the notice is signed recorded and accepted by
the Secretary of the Company, subject to any distribution made by the Company or
Participating Subsidiary or action taken by it before acceptance of the notice
by the Secretary.
(v) All payments made to an Eligible Director shall be
subject to taxes required to be withheld under applicable laws and regulations
of any governmental authorities.
(vi) An Eligible Director has no right to elect to
accelerate the timing of any distribution or to change the form of distribution
from what is set forth in this Section 5(e). In the event any Eligible Director
is determined to be a "key employee", as such term is defined in Internal
Revenue Code Section 409A, or any successor to such statute of like import, then
the distribution of benefits under this Section 5(e) to such Eligible Director
shall not be made until six months after such Eligible Director separates from
service as a director or, if earlier, the date of such Eligible Director's
death, but in no event earlier then the applicable Distribution Commencement
Date and, if the Eligible Director's separation is six months or less from the
beginning of the calendar year immediately following the occurrence of the
Distribution Event and such Eligible Director is determined to be a "key
employee" as defined herein, such Eligible Director's Distribution Commencement
Date will be as soon as practicable following the expiration of the six month
separation period.
(vii) In the event the Distribution Commencement Date or
any subsequent Distribution Date falls on a Business Day, such date will be
deemed to refer to the next Business Day thereafter.
(viii) In the event an Eligible Director serves as a
director of the Company and as a director of one or more Participating
Subsidiary, his or her Distribution Triggering Event, Distribution Commencement
Date and annual installments of deferred compensation will be determined and
paid separately relative to each entity.
6. Effective Date and Term of Plan. This Plan, as amended and restated, is
effective on January 25, 2005 (the "Effective Time"), the date on which the Plan
was approved by the Board, subject to approval by the stockholders of the
Company. The term of this Plan shall be indefinite.
7. Amendment and Termination. This Plan may at any time or from time to
time be amended, modified or terminated by the Board of Directors or the
Committee; provided that, no amendment or modification will, without the
requisite approval of the stockholders of the Company, effectuate a change for
which stockholder approval is required under applicable law or the rules of the
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American Stock Exchange or of such other national securities exchange or
automated quotation system on which the Stock may be listed or admitted to
trading, and further provided that no such amendment, modification or
termination will, without the consent of the Eligible Director, adversely affect
the Eligible Director's accruals in his or her deferred compensation account.
TOMPKINS TRUSTCO, INC.
By: ________________________________
Title: _______________________________
A-5
[LOGO] TOMPKINSTRUSTCO INC.
P.O. Box 460, Ithaca, New York 14851
(607) 273-3210
www.tompkinstrustco.com
ANNUAL MEETING OF STOCKHOLDERS OF
TOMPKINS TRUSTCO, INC.
ay 9, 2005
Co. # 12037 | PROXY VOTING INSTRUCTIONS | Acct. # __________
Dear Tompkins Trustco Stockholder:
For our Annual Meeting, we offer you the convenience of telephone or Internet
voting. Your telephone or Internet vote authorizes the named proxies to vote
your shares in the same manner as if you marked, signed and returned your proxy
card.
TO VOTE BY PHONE:
o Call our toll-free number from any touch-tone telephone in the United
States or Canada: 1-800-776-9437.
o When prompted, enter your control number that is printed below.
o Follow the recorded instructions.
TO VOTE VIA INTERNET:
o Visit our electronic voting website on the Internet:
http://www.voteproxy.com.
o Enter your control number in the on-screen box, then click on "Submit."
Your control number is printed below.
o Follow the on-screen instructions.
o When you finish, review your vote. If correct, click on "Submit" to
register your vote.
TO VOTE BY MAIL:
o Mark, sign and date the voting card attached below.
o Return it in the postage-paid envelope we have provided. Do not mail
additional cards in the return envelope. The return envelopes are
mechanically opened and additional cards may be accidentally destroyed.
YOUR CONTROL NUMBER IS => [ ]
Please detach and Mail in the Envelope Provided
[X] Please mark your votes as in this example using black or blue ink.
1. Election of four (4) FOR all nominees listed at right WITHOLD AUTHORITY to Nominees:
Directors for a term (except as marked to the vote for all nominees
of three years contrary below) listed at right John E. Alexander
expiring in 2008:
[ ] [ ] Elizabeth W. Harrison
Hunter R. Rawlings III
Craig Yunker
2. To approve certain amendments FOR AGAINST ABSTAIN
to the Company's 1996 Stock [ ] [ ] [ ]
Retainer Plan for Non-Employee
Directors.
3. In their discretion, the
proxies are authorized to vote
upon such other business as
may properly come before the
meeting or any adjournment
thereof.
[INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "For" box and write that nominee's name in the space provided below.]
[Management at present knows of no other business to be presented at the
meeting.]
Please Mark, Sign, Date and Return the Proxy Card Promptly Using the Enclosed
Envelope.
Change of Address and/or Comments Mark Here [ ]
Signature______________________ Signature, if held jointly______________________
Date ____________, 2005.
NOTE: (Name of stockholder should be signed exactly as it appears to the left.)
TOMPKINS TRUSTCO, INC.
Annual Meeting of Stockholders
Monday, May 9, 2005
YOUR VOTING CARD IS ATTACHED BELOW.
You may vote by telephone, via the Internet or by conventional mail.
Please read the other side of this card carefully for instructions.
However you decide to vote, your representation at the Annual Meeting of
Stockholders is important to Tompkins Trustco, Inc.
PROXY/VOTING INSTRUCTION CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
TOMPKINS TRUSTCO, INC.
FOR THE ANNUAL MEETING ON MONDAY, MAY 9, 2005
The undersigned stockholder of TOMPKINS TRUSTCO, INC. (the "Company") hereby
constitutes and appoints Francis M. Fetsko and Linda M. Carlton, or either of
them, as proxy of the undersigned, with full power of substitution and
revocation, to vote all shares of Common Stock of the Company standing in his or
her name on the books of the Company at the Annual Meeting of Stockholders to be
held at 5:30 p.m. at the Country Club of Ithaca, Ithaca, NY, on Monday, May 9,
2005, or at any adjournment thereof, with all the powers which the undersigned
would possess if personally present, as designated on the reverse side.
The undersigned hereby instructs the said proxies (i) to vote in accordance with
the instructions indicated on the reverse side, but if no instruction is given
on the reverse side, to vote "FOR" the approval of Proposal 1 (Election of
Directors) and "FOR" the approval of Proposal 2 (Amendments to the Company's
1996 Stock Retainer Plan for Non-Employee Directors), and (ii) to vote in their
discretion with respect to such other matters (including matters incident to the
conduct of the meeting), as may properly come before the meeting.
The undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy
Statement dated April 8, 2005, relating to the Annual Meeting of Stockholders to
be held May 9, 2005. (Signature on the reverse side is required.)
Comments:
--------
If you have written in the above space, please mark the comments notification
box on the reverse side.
(Continued and to be signed and dated on reverse side.)