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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): December 19, 2006
TrustCo Bank Corp NY
(Exact name of registrant as specified in its charter)
NEW YORK 0-10592 14-1630287
State or Other Jurisdiction of Commission File No. I.R.S. Employer
Incorporation or Organization Identification Number
5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302
(Address of principal executive offices)
(518) 377-3311
(Registrant's Telephone Number,
Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
(17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
(17 CFR 240.13e-4(c))
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TrustCo Bank Corp NY
Item 1.01. Entry Into A Material Definitive Agreement
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On December 19, 2006, The Board of Directors of TrustCo Bank
Corp NY ("TrustCo") amended Section 3.1 of the Amended and
Restated Trustco Bank Executive Officer Incentive Plan ("the
Plan") with respect to incentive award percentages.
The Board of Directors of TrustCo modified the Plan to alter
return on equity targets to offset increases in capital as a
result of accounting changes that became effective in 2006.
Attached is a copy of the Plan Amendment labeled as Exhibit
99(a).
Item 5.02. Departure of Directors or Certain Officers; Election of
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Directors; Appointment of Certain Officers; Compensatory
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Arrangements of Certain Officers
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Please refer to Item 1.01 for description.
Item 9.01. Financial Statements and Exhibits
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(c) Exhibits
Reg S-K Exhibit No. Description
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99(a) Amendment No. 3 to the Amended and
Restated Trustco Bank Executive Officer
Incentive Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: December 19, 2006
TrustCo Bank Corp NY
(Registrant)
By:/s/ Robert T. Cushing
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Robert T. Cushing
Executive Vice President and
Chief Financial Officer
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Exhibits Index
The following exhibits are filed herewith:
Reg S-K Exhibit No. Description Page
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99(a) Amendment No. 3 to the Amended and 5 - 6
Restated Executive Officer Incentive Plan.
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Exhibit 99 (a)
AMENDMENT NO. 3
TO
TRUSTCO BANK EXECUTIVE OFFICER INCENTIVE PLAN,
AS AMENDED AND RESTATED SEPTEMBER 18, 2001
WHEREAS, Trustco Bank (hereinafter referred to as (the "Bank") maintains
the Trustco Bank Executive Officer Incentive Plan (hereinafter
referred to as the "Plan"); and
WHEREAS, the Corporation desires to amend said Plan, effective as of
January 1, 2006;
NOW, THEREFORE, the Corporation does hereby amend the Plan, effective as
of January 1, 2006, as follows:
I.
Section 3.1 of the Plan is hereby deleted and the following is substituted
in lieu thereof:
Section 3.1. A Participant will be entitled to an Incentive
Award for each Plan Year in which the Return on Equity of TrustCo Bank
Corp NY equals or exceeds 13%. The Incentive Award will be an amount
equal to his Base Salary multiplied by a bonus percentage based on the
Return on Equity of TrustCo Bank Corp NY as set forth in the following
table:
Return on Equity Bonus Percentage
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13% 40%
14% 50%
15% 60%
16% 75%
17% 90%
18% 105%
19% 125%
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The bonus percentage will be further increased by 15% for
each percentage point the Return on Equity of TrustCo Bank
Corp NY exceeds 19%.
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IN WITNESS WHEREOF, the Corporation has caused this Amendment No. 3 to be
executed by its duly authorized officer as of the 19th day of December, 2006.
ATTEST:
TRUSTCO BANK
/s/ Thomas M. Poitras By: /s/ Robert J. McCormick
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Secretary President & Chief Executive Officer
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