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
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Tompkins Trustco, Inc.
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(Exact Name of Registrant as specified in 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))
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
At its December 19, 2006 meeting, the Board of Directors of Tompkins
Trustco, Inc. ("Tompkins Trustco"), consistent with Tompkins Trustco's
previously announced succession plan, took the following actions:
(i) accepted the retirement of James J. Byrnes from his position
as Chief Executive Officer of Tompkins Trustco, effective at
11:59 p.m. on December 31, 2006. Mr. Byrnes will continue to
serve as Chairman of the Board of Directors of Tompkins
Trustco and Tompkins Trust Company, and as a director of
Mahopac National Bank and AM&M Financial Services, Inc;
(ii) elected and appointed Stephen S. Romaine, currently the
President and Chief Executive Officer and a director of
Tompkins Trustco's subsidiary, Mahopac National Bank, to serve
as the President and Chief Executive Officer of Tompkins
Trustco effective January 1, 2007. Mr. Romaine succeeds James
W. Fulmer in the role as President. Mr. Romaine has served as
President and Chief Executive Officer of Mahopac National Bank
since January 1, 2003, and prior to that, as its Executive
Vice President, Chief Financial Officer and Manager, Support
Services Division;
(iii) elected and appointed Stephen S. Romaine to the Board of
Directors of Tompkins Trustco effective January 1, 2007; and
(iv) appointed James W. Fulmer to serve as a Vice Chairman of the
Board of Directors of Tompkins Trustco effective January 1,
2007. He will continue to serve as Chairman, President and
Chief Executive Officer of The Bank of Castile and Chairman of
the boards of Tompkins Insurance Agencies, Inc. and AM&M
Financial Services, Inc.
As compensation for his service as Chief Executive Officer and
President of Tompkins Trustco, Mr. Romaine will be paid a base salary of
$325,000 in fiscal 2007. Mr. Romaine, age 42, will serve as a director of
Tompkins Trustco until the next annual meeting of stockholders of Tompkins
Trustco and until his successor is duly elected and qualified. Mr. Romaine will
serve on the Pension Investment Review Committee of the Board of Directors of
Tompkins Trustco. In addition, Mr. Romaine was elected and appointed to serve as
a director of each of Tompkins Trustco's subsidiary corporations - Tompkins
Trust Company, Tompkins Insurance Agencies, Inc., The Bank of Castile and AM&M
Financial Services, Inc., effective January 1, 2007. He will continue to serve
as a director of Mahopac National Bank.
As Chairman of the Board of Directors of Tompkins Trustco, effective
January 1, 2007, Mr. Byrnes will be paid, in lieu of board and committee fees,
$50,000 annually, payable in quarterly installments of $12,500.00 cash, on or
about January 1st, April 1st, July 1st and October 1st each year. In addition,
Tompkins Trustco will provide Mr. Byrnes with a company-owned vehicle for his
business and personal use; pay 75% of the cost of certain club dues; and
reimbursement of normal business and travel expenses.
On December 21, 2006, Tompkins Trustco issued a press release
announcing, among other appointments, the appointment of Stephen S. Romaine as
the new President, Chief Executive Officer and Director of Tompkins Trustco, a
copy of that press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Section 9 -- Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release of Tompkins Trustco, Inc., dated
December 21, 2006
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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: December 22, 2006 By: /s/ JAMES J. BYRNES
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James J. Byrnes
Chairman and CEO
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