EFFECTIVE AUGUST 23RD, 2004
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) May 9, 2005
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Tompkins Trustco, Inc.
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(Exact name of registrant as specified in its charter)
New York 1-12709 16-1482357
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
The Commons, PO Box 460, Ithaca, New York 14851
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(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code (607) 273-3210
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(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 (see General Instruction A.2. below):
[ ] 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 (17CFR
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 (17CFR 240.13e-4(c))
Item 1.01 Material Amendment to a Material Agreement
At the 2005 Annual Meeting of Stockholders held on May 9, 2005, proposed
amendments to the 1996 Stock Retainer Plan for Non-Employee Directors were
approved. The amendments, 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 amended and restated is attached to this Report on Form 8-K as
Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit No. Description
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10.1 Stock Retainer Plan For Eligible Directors of Tompkins
Trustco, Inc. and Participating Subsidiaries
SIGNATURE
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 hereunto duly authorized.
TOMPKINS TRUSTCO, INC.
Date: May 10, 2005 By: /s/ JAMES J. BYRNES
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James J. Byrnes
Chairman and CEO
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE
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10.1 Stock Retainer Plan For Eligible Directors
of Tompkins Trustco, Inc. and Participating
Subsidiaries