Exhibit 28(b)
EXCHANGE AGENT AGREEMENT
Date: July 10, 2000
ChaseMellon Shareholder Services, L.L.C.
00 Xxxxxxxxxx Xxxx
Xxxxxxxxxx Xxxx, XX 00000
Attn: Reorganization Department
Ladies and Gentlemen:
TrustCo Bank Corp NY, a New York corporation (the "Purchaser"), is offering to
exchange any and all shares of Common Stock, $0.01 par value (the "Shares"), of
Cohoes Bancorp, Inc, (the "Company"), for shares of the Parent company Common
Stock ("TrustCo Shares"), upon the terms and conditions set forth in its Offer
to Exchange dated _________ (the "Offer to Exchange") and in the related Letter
of Transmittal (which shall include the Internal Revenue Service Form W-9),
copies of which are attached hereto as Exhibits A and B, respectively, and which
together, as they may be amended from time to time, constitute the "Offer." The
"Expiration Date" for the Offer shall be _________ New York City time, on
________ unless and until the Purchaser shall have extended the period of time
for which the Offer is open, in which event the term "Expiration Date" shall
mean the latest time and date at which the Offer, as so extended by the
Purchaser from time to time, shall expire. All terms not defined herein shall
have the same meaning as in the Offer.
1) EXCHANGE OF SHARES. In your capacity as Exchange Agent, you will
receive Exchanges of shares. Subject to the terms and conditions of this
Agreement, you are authorized to accept such Exchanges of shares in accordance
with the first paragraph hereof and the Letter of Transmittal, and to act in
accordance with the following instructions:
(a) Exchanges of Shares may be made only as set forth in Section ___
of the Offer to Exchange, and Shares shall be considered validly Exchanged to
you only if:
(i) you receive prior to the Expiration Date (x) certificates for
such Shares, (or a Confirmation (as defined in paragraph (b) below) relating to
such Shares) and (y) a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) or an Agent's Message (as defined in
paragraph (b) below) relating thereto; or
(ii) you receive (x) a Notice of Guaranteed Delivery (as defined in
paragraph (b) below) relating to such Shares from an Eligible Institution (as
defined in paragraph (b) below) prior to the Expiration Date and (y)
certificates for such Shares (or a Confirmation relating to such Shares) and
either a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) or an Agent's Message relating thereto at or prior to P.M.,
New York City time, on the third New York Stock Exchange, Inc. (the "NYSE")
trading day after the date of execution of such Notice of Guaranteed Delivery;
and
(iii) in the case of either clause (i) or (ii) above, a final
determination of the adequacy of the items received, as provided in Section 4
hereof, has been made by Purchaser.
(b) For the purpose of this Agreement: (i) a "Confirmation" shall be
a confirmation of book-entry transfer of Shares into your account at The
Depository Trust Company (the "Book-Entry Transfer Facility") to be established
and maintained by you in accordance with Section 3 hereof; (ii) a "Notice of
Guaranteed Delivery" shall be a notice of guaranteed delivery substantially
1
in the form attached as Exhibit C hereto or a telegram, telex, facsimile
transmission or letter substantially in such form, or if sent by a Book-Entry
Transfer Facility, a message transmitted through electronic means in accordance
with the usual procedures of such Book-Entry Transfer Facility and the Exchange
Agent, substantially in such form; provided, however, that if such notice is
sent by a Book-Entry Transfer Facility through electronic means, it must state
that such Book-Entry Transfer Facility has received an express acknowledgment
from the participant on whose behalf such notice is given that such participant
has received and agrees to become bound by the form of such notice; (iii) an
"Eligible Institution" shall be a member firm of a national securities exchange
registered with the Securities and Exchange Commission or of the National
Association of Securities Dealers, Inc., or a commercial bank or trust company
having an office or correspondent in the United States; and (iv) an "Agent's
Message" shall be a message transmitted through electronic means by a Book-Entry
Transfer Facility, in accordance with the normal procedures of such Book-Entry
Transfer Facility and the Exchange Agent, to and received by the Exchange Agent
and forming part of a Confirmation, which states that such Book-Entry Transfer
Facility has received an express acknowledgment from the participant in such
Book-Entry Transfer Facility exchanging the Shares which are the subject of such
Confirmation that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal, and that the Purchaser may enforce such
agreement against such participant. The term Agent's Message shall also include
any part copy printout evidencing such message generated by a computer terminal
maintained at the Exchange Agent's office.
(c) We acknowledge that in connection with the Offer you may enter
into agreements or arrangements with a Book-Entry Transfer Facility which, among
other things, provide that (i) delivery of an Agent's Message will satisfy the
terms of the Offer with respect to the Letter of Transmittal, (ii) such
agreements or arrangements are enforceable against the Purchaser and/or the
Parent by such Book-Entry Transfer Facility or participants therein and (iii)
you, as Exchange Agent, are authorized to enter into such agreements or
arrangements on behalf of the Purchaser and/or the Parent. Without limiting any
other provision of this Agreement, you are expressly authorized to enter into
any such agreements or arrangements on behalf of the Purchaser and the Parent
and to make any necessary representations or warranties in connection
thereunder, and any such agreement or arrangement shall be enforceable against
the Parent and the Purchaser.
2) BOOK-ENTRY ACCOUNT. You shall take steps to establish and, subject to
such establishments, maintain an account at each Book-Entry Transfer Facility
for book-entry transfers of Shares, as set forth in the Letter of Transmittal
and Section _____ of the Offer to Purchase.
3) PROCEDURE FOR DEFECTIVE ITEMS.
(a) You will examine any certificate representing Shares, Letter of
Transmittal (or facsimile thereof), Notice of Guaranteed Delivery or Agent's
Message and any other document required by the Letter of Transmittal received by
you to determine whether you believe any Exchange may be defective. In the event
you conclude that any Letter of Transmittal, Notice of Guaranteed Delivery,
Agent's Message or other document has been improperly completed, executed or
transmitted, any of the certificates for Shares is not in proper form for
transfer (as required by the aforesaid instructions) or if some other
irregularity in connection with the Exchange of Shares exists, you are
authorized subject to Section 4(b) hereof to advise the Exchanging stockholder,
or transmitting Book-Entry Transfer Facility, as the case may be, of the
existence of the irregularity, but you are not authorized to accept any Exchange
of fractional Shares, any Exchange not in accordance with the terms and subject
to the conditions set forth in the Offer, or any other Exchange which you deem
to be defective, unless you shall have received from the Purchaser the Letter of
Transmittal which was surrendered (or if the Exchange was made by means of a
Confirmation containing an Agent's Message, a written notice), duly dated and
signed by an authorized officer of the Purchaser, indicating that any defect or
irregularity in such Exchange has been cured or waived and that such Exchange
has been accepted by the Purchaser.
(b) Promptly upon your concluding that any Exchange is defective,
you shall, after consultation with and on the written instructions of the
Purchaser, use reasonable efforts in accordance with your regular procedures to
notify the person Exchanging such Shares, or Book-Entry Transfer Facility
transmitting the Agent's Message, as the case may be, of such determination and,
when necessary, return the certificates involved to such person in the manner
described in Section 11 hereof. The Purchaser shall have full discretion to
determine whether any Exchange is complete and proper and shall have the
absolute right to reject any or all Exchanges of any particular Shares
determined by it not to be in proper form and to determine whether the
acceptance of or payment for such Exchanges may, in the opinion of counsel for
the Purchaser, be unlawful; it being specifically agreed that you shall have
neither discretion nor responsibility with respect to these determinations. To
the extent permitted by applicable law, the Purchaser also reserves the absolute
right to waive any of the conditions of the Offer or any defect or irregularity
in the Exchange of any particular Shares. The interpretation by the Purchaser of
the terms and conditions of the Offer to Purchase, the Letter of Transmittal and
the instructions thereto, a Notice of Guaranteed Delivery or an Agent's Message
(including without limitation the determination of whether any Exchange is
complete and proper) shall be final and binding.
(c) If less than all of the Shares validly Exchanged pursuant to the
Offer are to be accepted because the Offer is oversubscribed by the Expiration
Date, the Purchaser shall provide you with instructions regarding proration as
soon as practicable. You agree to maintain accurate records as to all Shares
Exchanged prior to or on the Expiration Date.
4) NOTICE OF WITHDRAWAL. You will return to any person Exchanging Shares,
in the manner described in Section 10 hereof, any certificates representing
Shares Exchanged by such person but duty withdrawn pursuant to the Offer to
Purchase. To be effective, a written, telegraphic, telex or facsimile
transmission notice of withdrawal must be received by you within the time period
specified for withdrawal in the Offer to Purchase at your address set forth on
the back page of the Offer to Purchase. Any notice of withdrawal must specify
the name of the person having deposited the Shares to be withdrawn, the number
of Shares to be withdrawn and, if the certificates representing such Shares have
been delivered or otherwise identified to you, the name of the registered
holder(s) of such Shares as set forth in such certificates. If the certificates
have been delivered to you, then prior to the release of such certificates the
Exchanging stockholder must also submit the serial numbers shown on the
particular certificates evidencing such Shares and the signature on the notice
of withdrawal must be guaranteed by an Eligible Institution. You are authorized
and directed to examine any notice of withdrawal to determine whether you
believe any such notice may be defective. In the event you conclude that any
such notice is defective you shall,
after consultation with and on the instructions of the Purchaser, use reasonable
efforts in accordance with your regular procedures to notify the person
delivering such notice of such determination. All questions as to the form and
validity (including time of receipt) of notices of withdrawal will be determined
by the Purchaser in its sole discretion, whose determination shall be final and
binding. Any Shares so withdrawn shall no longer be considered to be properly
exchanged unless such Shares are re-Exchanged prior to the Expiration Date
pursuant to the Offer to Purchase.
5) AMENDMENT/EXTENSION OF OFFER. Any amendment to or extension of the
Offer, as the Purchaser shall from time to time determine, shall be effective
upon notice to you from the Purchaser given prior to the time the Offer would
otherwise have expired, and shall be promptly confirmed by the Purchaser in
writing; provided that you may rely on and shall be authorized and protected in
acting or failing to act upon any such notice even if such notice is not
confirmed in writing or such confirmation conflicts with such notice. If at any
time the Offer shall be terminated as permitted by the terms thereof, the
Purchaser shall promptly notify you of such termination.
6) REPORT OF EXCHANGE ACTIVITY. At 11:00 a.m. New York City time, or as
promptly as practicable thereafter on each business day, or more frequently if
reasonably requested as to major tally figures, you shall advise each of the
parties named below by telephone as to, based upon your preliminary review (and
at all times subject to final determination by Purchaser), as of the close of
business on the preceding business day or the most recent practicable time prior
to such request, as the case may be: (i) the number of Shares duly Exchanged on
such day; (ii) the number of Shares duly Exchanged represented by certificates
physically held by you on such day; (iii) the number of Shares represented by
Notices of Guaranteed Delivery on such day; (iv) the number of Shares withdrawn
on such day; and (v) the cumulative totals of Shares in categories (i) through
(iv) above through 12:00 noon, New York City time, on such day:
(a) Xxxxxxx Xxxxx, Phone (000) 000-0000, Fax (000) 000-0000,
email xxx@xxxxxxxxxxx.xxx
(b)
(c)
You shall furnish to each of the above-named persons a written report
confirming the above information which has been communicated orally on the day
following such oral communication as well as any other information reasonably
requested from time to time. You shall furnish to the Dealer-Manager (as defined
in the Offer to Purchase), the Information Agent (as defined in the Offer to
Purchase) and the Purchaser, such reasonable information, to the extent such
information has been furnished to you, on the Exchanging stockholders as may be
requested from time to time.
You shall furnish to the Purchaser, upon request, master lists of Shares
Exchanged for purchase, including an A-to-Z list of the Exchanging stockholders.
7) DATE/TIME STAMP. Each document received by you relating to your duties
hereunder shall be dated and time stamped when received.
8) DISTRIBUTION ENTITLEMENTS.
(a) If under the terms and conditions set forth in the Offer to
Exchange the Purchaser becomes obligated to accept Shares Exchanged and issue
TrustCo Shares, upon instruction by the Purchaser and as promptly as
practicable, but in any event not later than 5:00 p.m., New York City time, on
the fifth NYSE trading day after the latest of: (i) the Expiration Date; (ii)
the physical receipt by you of a certificate or certificates representing
Exchanged Shares (in proper form for transfer by delivery), a properly completed
and duly executed Letter of
Transmittal (or a facsimile thereof or a Confirmation including an Agent's
Message and any other documents required by the Letter of Transmittal; and (iii)
the deposit by the Purchaser with you of sufficient TrustCo Shares, subject to
the terms and conditions the Offer, all stockholders for whom TrustCo Shares are
to be issued, less any adjustments required by the terms of the Offer, and all
applicable tax withholdings, you shall, subject to Section 15 hereof, deliver or
cause to be delivered to the Exchanging stockholders and designated payees,
consistent with this Agreement and the Letter of Transmittal, certificates
representing the TrustCo Shares for the Shares theretofore properly Exchanged
under the terms and conditions of the Offer. The Purchaser will also deposit
with you on your request federal or other immediately available funds in an
amount equal to the total stock transfer taxes or other governmental charges, if
any, payable in respect of the transfer or issuance to the Purchaser or its
nominee or nominees of all Shares so exchanged. Upon request by the Purchaser
you will apply to the proper authorities for the refund of money paid on account
of such transfer taxes or other governmental charges. On receipt of such refund,
you will promptly pay over to the Purchaser all money refunded.
(b) At such time as you shall be notified by the Purchaser, you
shall request the transfer agent for the Shares to effect the transfer of all
Shares exchanged pursuant to the Offer and to issue certificates for such Shares
so transferred, in accordance with written instructions from the Purchaser, and
upon your receipt thereof notify the Purchaser. The Purchaser shall be
responsible to arrange for delivery of the certificates.
9) TAX REPORTING.
(a) On or before January 31st of the year following the year in
which the Purchaser accepts Shares for payment, you will prepare and mail to
each Exchanging stockholder whose Shares were accepted and received any cash for
fractional TrustCo Shares, other than stockholders who demonstrate their status
as nonresident aliens in accordance with United States Treasury Regulations
("Foreign Stockholders"), a Form 1099-B reporting the amount of the fractional
TrustCo Share payment as of the date such payment occurred. You will also
prepare and file copies of such Forms 1099-B by magnetic tape with the Internal
Revenue Service in accordance with Treasury Regulations on or before February
28th of the year following the year in which the Shares are accepted for
exchange.
(b) You will deduct and withhold 31% backup withholding tax from the
fractional TrustCo Share price payable with respect to such fractional shares by
any stockholder, other than a Foreign Stockholder, who has not properly provided
you with his taxpayer identification number, in accordance with Treasury
Regulations.
(c) Should any issue arise regarding federal income tax reporting or
withholding, you will take such action as the Company instructs you in writing.
10) RETURN OF SHARES. If, pursuant to the terms and conditions of the
Offer, the Purchaser has notified you that it does not accept certain of the
Shares Exchanged or purported to be Exchanged or a stockholder withdraws any
Exchanged Shares, you shall promptly return the deposited Certificates for such
Shares, together with any other documents received, to the person who deposited
the same. Certificates for such unpurchased Shares shall be forwarded by you, at
your option, by: (i) first class mail under a blanket surety bond protecting
you, the Purchaser and the Parent from losses or liabilities arising out of the
non-receipt or nondelivery of such Shares; or (ii) registered mail insured
separately for the value of such Shares. If any such Shares were Exchanged or
purported to be exchanged by means of a Confirmation containing an Agent's
Message, you shall notify the Book-Entry Transfer Facility that transmitted said
Confirmation of the Purchaser's decision not to accept the Shares.
11) INSTRUCTIONS. Any instructions given to you orally, as permitted by
any provision of this Agreement, shall be confirmed in writing by the Purchaser,
the Parent, the Dealer-Manager or the
Information Agent, as the case may be, as soon as practicable. You shall not be
liable or responsible and shall be fully authorized and protected for acting, or
failing to act, in accordance with any oral instructions which do not conform
with the written confirmation received in accordance with this Section.
12) FEES. Whether or not any Shares are Exchanged or the Offer is
consummated, for your services as Exchange Agent hereunder we shall pay to you
compensation in accordance with the fee schedule attached as Schedule 1 hereto,
together with reimbursement for out-of-pocket expenses, including reasonable
fees and disbursements of your counsel.
13) AUTHORIZATIONS AND PROTECTIONS. As Exchange Agent hereunder you:
(a) shall have no duties or obligations other than those
specifically set forth herein or in Exhibits A, B, and C hereto, or as may
subsequently be agreed to in writing by you and the Purchaser or the Parent;
(b) shall have no obligation to make payment for any Exchanged
Shares unless the Purchaser shall have provided the necessary federal or other
immediately available funds to pay in full amounts due and payable with respect
thereto;
(c) shall be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value, or genuineness of any
certificates or the Shares represented thereby deposited with you or Exchanged
through an Agent's Message hereunder and will not be required to and will make
no representations as to or be responsible for the validity, sufficiency, value,
or genuineness of the Offer;
(d) shall not be obligated to take any legal action hereunder; if,
however, you determine to take any legal action hereunder, and, where the taking
of such action might in your judgment subject or expose you to any expense or
liability, you shall not be required to act unless you shall have been furnished
with an indemnity satisfactory to you;
(e) may rely on and shall be authorized and protected in acting or
failing to act upon any certificate, instrument, opinion, notice, letter,
telegram, telex, facsimile transmission, Agent's Message or other document or
security delivered to you and believed by you to be genuine and to have been
signed by the proper party or parties;
(f) may rely on and shall be authorized and protected in acting or
failing to act upon the written, telephonic, electronic and oral instructions,
with respect to any matter relating to your actions as Exchange Agent covered by
this Agreement (or supplementing or qualifying any such actions) of officers of
the Purchaser or the Parent;
(g) may consult counsel satisfactory to you, and the advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered, or omitted by you hereunder in good faith and in
accordance with the advice of such counsel;
(h) shall not be called upon at any time to advise any person
Exchanging or considering Exchanging pursuant to the Offer as to the wisdom of
making such Exchange or as to the market value of any security Exchanged
thereunder;
(i) may perform any of your duties hereunder either directly or by
or through agents or attorneys and you shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with
reasonable care by you hereunder;
(j) shall not be liable or responsible for any recital or statement
contained in the Offer or any other documents relating thereto;
(k) shall not be liable or responsible for any failure of the
Purchaser or the Parent to comply with any of their respective obligations
relating to the Offer, including without limitation obligations under applicable
securities laws;
(l) are not authorized, and shall have no obligation, to pay any
brokers, dealers, or soliciting fees to any person, including without limitation
the Dealer-Manager or Information Agent; and
(m) shall not be. liable or responsible for any delay, failure,
malfunction, interruption or error in the transmission or receipt of
communications or messages through electronic means to or from a Book-Entry
Transfer Facility, or for the actions of any other person in connection with any
such message or communication.
14) INDEMNIFICATION.
(a) The Purchaser and the Parent jointly and severally indemnify and
hold you harmless from and against any loss, liability, claim or expense
("Loss") arising out of or in connection with your duties under this Agreement,
including the costs and expenses of defending yourself against any Loss, unless
such Loss shall have, been determined by a court of competent jurisdiction to
be, a result of your gross negligence or intentional misconduct. Anything in
this agreement to the contrary notwithstanding, in no event shall you be liable
for special, indirect, incidental or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), even if you have been
advised of the likelihood of such damages and regardless of the form of action.
Any liability of ChaseMellon will be limited to the amount of fees paid by
Client hereunder.
(b) In the event any question or dispute arises with respect to the
proper interpretation of this Agreement or your duties hereunder or the rights
of the Purchaser or Parent of any stockholders surrendering certificates for
Shares pursuant to the Offer, you shall not be required to act and shall not be
held liable or responsible for your refusal to act until the question or dispute
has been judicially settled (and you may, if you in your sole discretion deem it
advisable, but shall not be obligated to, file a suit in interpleader or for a
declaratory judgment for such purpose) by final judgment rendered by a court of
competent jurisdiction, binding on all stockholders and parties interested in
the matter which is no longer subject to review or appeal, or settled by a
written document in form and substance satisfactory to you and executed by the
Purchaser and Parent and each such stockholder and party. In addition, you may
require for such purpose, but shall not be obligated to require, the execution
of such written settlement by all the stockholders and all other parties that
may have an interest in the settlement.
This section shall survive termination of this Agreement.
15) TERMINATION. Unless terminated earlier by the parties hereto, this
Agreement shall terminate upon (a) Purchaser's termination or withdrawal of the
Offer, (b) if Purchaser does not terminate or withdraw the Offer, the date which
is twelve months after the later of (i) your sending of TrustCo Share
certificates to Exchanging stockholders in accordance with Section 9(a) hereof
and (ii) your delivery of certificates to the Purchaser in accordance with
Section 9(b) hereof or (c) if not terminated or withdrawn earlier, the date
which is twelve months after the date of this Agreement. Upon any termination of
this Agreement, you shall promptly deliver to the Purchaser any certificates,
funds or property then held by you as Exchange Agent under this Agreement, and
after such time any party entitled to such certificates, funds or property shall
look solely to the Purchaser and not the Exchange Agent therefore, and all
liability of the Exchange Agent with respect thereto shall cease, provided,
however, that the Exchange Agent, before being required to make such delivery to
the Purchaser, may at the expense of the Purchaser cause to be published in a
newspaper of general circulation in the City of New York, or mail to each person
who has Exchanged Shares but not received payment, or both, notice that such
certificates, funds or
property remain unclaimed and that after a date specified therein, which shall
not be less than 30 days from the date of publication or mailing, any unclaimed
balance of such certificates, funds or property will be delivered to the
Purchaser.
16) REPRESENTATIONS, WARRANTIES AND COVENANTS. Purchaser and Parent each
represent, warrant and covenant that (a) they are each duly incorporated,
validly existing and in good standing under the laws of their respective
jurisdictions of incorporation, (b) the making and consummation of the Offer and
the execution, delivery and performance of all transactions contemplated thereby
(including without limitation this Agreement) have been duly authorized by all
necessary corporate action and will not result in a breach of or constitute a
default under the certificate of incorporation or bylaws of the Purchaser or the
Parent or any indenture, agreement or instrument to which either is a party or
is bound, (c) this Agreement has been duly executed and delivered by the
Purchaser and the Parent and constitutes the legal, valid, binding and
enforceable obligation of each, (d) the Offer will comply in all material
respects with all applicable requirements of law and (e) to the best of their
knowledge, there is no litigation pending or threatened as of the date hereof in
connection with the Offer.
17) SPECIMEN SIGNATURES. Set forth in Exhibit D hereto is a list of the
names and specimen signatures of the persons authorized to art for the Parent
and Purchaser under this Agreement. The Secretary of each of the Parent and
Purchaser shall, from time to time, certify to you the names and signatures of
any other persons authorized to act for the Parent and Purchaser, as the case
may be, under this Agreement.
18) NOTICES. All notices, requests and other communications shall be in
writing and sent or delivered to the addresses indicated on the signature page
hereof.
19) MISCELLANEOUS.
(a) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to conflict of laws
rules or principles.
(b) No provision of this Agreement may be amended, modified or
waived, except in a writing signed by all of the parties hereto.
(c) In the event that any claim of inconsistency between this
Agreement and the terms of the Offer arise, as they may from time to time be
amended, the terms of the Offer shall control, except with respect to the
duties, liabilities and rights, including without limitation compensation and
indemnification, of you as Exchange Agent, which shall be controlled by the
terms of this Agreement.
(d) If any provision of this Agreement shall be held illegal,
invalid, or unenforceable by any court, this Agreement shall be construed and
enforced as if such provision had not been contained herein and shall be deemed
an Agreement among us to the full extent permitted by applicable law.
(e) This Agreement shall be binding upon, inure to the benefit of,
and be enforceable by, the respective successors and assigns of the parties
hereto.
(f) This Agreement may not be assigned by any party without the
prior written consent of all parties.
(g) You shall not be liable for any failure or delay arising out of
conditions beyond your reasonable control including, but not limited to, work
stoppages, fires, civil disobedience, riots, rebellions, storms, electrical,
mechanical, computer or communications facilities failures, acts of God or
similar occurrences.
Please acknowledge receipt of this Letter, the Offer to Purchase, the
Letter of Transmittal, and the Notice of Guaranteed Delivery, and confirm the
arrangements herein provided by signing and returning the enclosed copy hereof,
whereupon this Agreement and your acceptance of the terms and conditions herein
provided shall constitute a binding Agreement among us.
Very truly yours,
TrustCo Bank Corp NY
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Secretary
Address for notices:
000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Accepted and agreed to by:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
as EXCHANGE AGENT
By:
---------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Assistant Vice President
Address for notices:
00 Xxxxxxxxxx Xx.
Xxxxxxxxxx Xxxx, XX 00000
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Exhibit A Offer to Purchase
Exhibit B Letter of Transmittal
Exhibit C Notice of Guaranteed Delivery
SCHEDULE 1
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Schedule of Fees
as
Exchange Agent
================================================================================
I. Acceptance Fee (this fee includes the preparation of $5,000.00
our standard daily report)
II. Examining Letters of Transmittal and accompanying $14.00
securities
Each
III. Items requiring additional handling (legal items, $11.00
option items, correspondence items, partial
Exchanges, window items, and items not providing
a taxpayer identification number), each
IV. Guarantee items and Withdrawal items, each $11.00
V. Preparing and filing Form 1099B with Exchanging Included
stockholder and appropriate government agencies, each
VI. Back-up withholding 31% of purchase price as tax, Included
where applicable, each
VII. Calculating pro-rata items, each N/A
VIII. Midnight Expirations, each $2,500.00
IX. Extensions of Offer, each $2,500.00
X. Special Services By Appraisal
XI. Out-of-pocket expenses, including overtime, Additional
printing, postage Stationary, telephone
expense, etc.
If the aggregate amount of the fees charged as
described above, exclusive of Special Services
and out-of-pocket expenses, is less than $20,000.00,
such fees shall not be payable and a total fee of
$20,000.00 shall be payable in lieu of such fees.
EXHIBIT B
(Company's Letterhead)
Name Position Specimen
Signatures
