Edgar Filing: TOMPKINS TRUSTCO INC

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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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.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:
2) Aggregate number of securities to which transaction applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

Persons who are to respond to the collection of information
contained in this form are not required to respond unless the
form displays a currently valid OMB control number. SEC 1913
(01-07)

[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

[GRAPHIC OMITTED]
TOMPKINS
TRUSTCO INC.

April 13, 2007

NOTICE OF 2007 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 14, 2007 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 six (6) directors for a term of three (3) years
expiring in the year 2010 and one (1) Director for a term of
one year (1) expiring in the year 2008;

2. To approve the proposed amendment to the Company's Certificate
of Incorporation to change the Company name;

3. To consider and vote upon an adjournment of the Meeting, if
necessary, to solicit additional proxies; and

4. 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 16, 2007 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 for our stockholders in western New York
will be held at 5:30 p.m. on Tuesday, May 15, 2007, at Terry Hills Restaurant,
5122 Clinton Street Road (Rt. 33), Batavia, New York.

A stockholder's information meeting for our stockholders in the Hudson Valley
will be held at 6:30 p.m. on Thursday, May 24, 2007, at Sinapi's Ceola Manor,
Hill Blvd., Jefferson Valley, 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 2006 fiscal year, and the
Company's 2006 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 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 Asst. Vice President &
Corporate Secretary

P.O. BOX 460, ITHACA, NEW YORK 14851 (607) 273-3210

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[GRAPHIC OMITTED]
TOMPKINS
TRUSTCO INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 14, 2007

This proxy statement together with the form of proxy is being mailed to
stockholders on or about April 13, 2007 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, 189 Pleasant Grove Road, Ithaca, New York
on Monday, May 14, 2007 at 5:30 p.m., and any adjournment thereof.

Voting

Only stockholders of record at the close of business on March 16, 2007 will be
entitled to vote. On March 16, 2007, there were 9,806,224 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 of Common Stock 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 specifies 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 the
election of directors, the proposal to amend the Company's Certificate of
Incorporation to change the Company's name to "Tompkins Financial Corporation",
and the decision to adjourn and solicit further proxies, as necessary, 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 the holders of at least a majority of
the votes 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 No. 1 Vote Required Board of Directors Recommendation
-------------- ------------- ---------------------------------
Election of Directors A plurality of votes "FOR" all director nominees.
cast by holders of
shares of Common Stock
entitled to vote thereon.

Proposal No. 2 Vote Required Board of Directors Recommendation
-------------- ------------- ---------------------------------
Amend Company's Certificate of An affirmative vote of a "FOR" the proposed amendment to
Incorporation to change majority of all the Company's Certificate of
Company's Name outstanding shares of Incorporation to change the
Common Stock entitled to Company's name to Tompkins
vote thereon. Financial Corporation.

Proposal No. 3 Vote Required Board of Directors Recommendation
-------------- ------------- ---------------------------------
Adjournment of Meeting and, if An affirmative vote of a "FOR" the proposal to adjourn the
necessary, to solicit additional majority of votes cast Meeting, if necessary, to solicit
proxies by holders of shares of additional proxies.
Common Stock entitled to
vote thereon.

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
particular proposal because the nominee does not have discretionary voting power
on that matter and has not received instructions from the beneficial owner.
Abstentions and broker non-votes will have no effect on Proposal No. 1 -
Election of Directors. As to Proposal No. 2 - Amendment to the Company's
Certificate of Incorporation to change Company's name, and Proposal No. 3 -
Adjournment of the Meeting, as necessary - abstentions will be counted toward
the vote total, and will have the same effect as votes "Against" the proposal.
As to Proposal No. 2, broker non-votes will have the same effect as votes
"Against" the proposal, and as to Proposal No. 3 broker non-votes will have no
effect and will not be counted towards the vote total.

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.

[The remainder of this page left blank intentionally.]

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of March 16, 2007, with
respect to the beneficial ownership of the Company's Common Stock by: (1) each
stockholder known by the Company to be the beneficial owner of more than 5% of
the Company's Common Stock; (2) each director and nominee; (3) each executive
officer named in the Summary Compensation Table; and (4) 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, Nominees and Executive Officers
---------------------------------------------------------------------------------------------

Russell K. Achzet+ 34,898(2) **
John E. Alexander+ 18,950(3) **
James J. Byrnes*+,++ 69,917(4) **
Francis M. Fetsko* 23,235(5) **
James W. Fulmer*+ 106,065(6) 1.08
Reeder D. Gates+,++ 114,236(7) 1.16
James R. Hardie+ 75,440(8) **
Elizabeth W. Harrison+ 287(9) **
Carl D. Haynes+,++ 770(10) **
Patricia A. Johnson+ 0(11) **
Hunter R. Rawlings, III+ 934(12) **
Stephen S. Romaine*+,++ 16,963(13) **
Thomas R. Salm+ 2,965(14) **
Michael D. Shay++ 6,421(15) **
Michael H. Spain+,++ 427,345(16) 4.36
William D. Spain, Jr.+ ,++ 423,540(17) 4.32
Lawrence A. Updike* 52,567(18) **
Craig Yunker+ 11,555(19) **

All directors and executive officers as a group
(25 persons) 1,151,525 11.58
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Investment Services Division of Tompkins Trust
Company in the fiduciary capacity indicated:
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Executor, Trustee or Co-Trustee 1,045,900(20) 10.67
Trustee for the Tompkins Trustco Employee Stock 694,762(20) 7.08
Ownership and Investment & Stock Ownership Plans
Agent or Custodian 325,140(20) 3.32
---------------------------------------------------------------------------------------------

* Named Executive Officer
+ Currently a Director of the Company
++ Director Nominee
** Less than 1 percent

(1) The number of shares beneficially owned by each person or group as of March
16, 2007 includes shares of Common Stock that such person or group had the
right to acquire on or within 60 days after March 16, 2007, 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 16, 2007. For each individual
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 9,806,224 shares of Common Stock outstanding on March 16,
2007 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 16, 2007.

(2) Shares are owned by the Russell K. Achzet Revocable Trust. Does not include
279 shares acquired pursuant to the Company's Stock Retainer Plan for
Eligible Directors of Tompkins Trustco, Inc. and Participating Subsidiaries
(the "Retainer Plan") and held in a deferred trust account; directors have

no voting or investment power with respect to such shares. For a more
detailed discussion of the Retainer Plan, see the 2006 Director
Compensation Table below.

(3) Includes 364 shares owned by Mr. Alexander's spouse. Does not include 3,345
shares acquired pursuant to the Retainer Plan the Retainer Plan and held in
a deferred trust account; directors have no voting or investment power with
respect to such shares.

(4) Includes 25,320 shares held in the Company's Employee Stock Ownership and
Investment & Stock Ownership Plans.

(5) Includes 2,121 shares held in the Company's Employee Stock Ownership and
Investment & Stock Ownership Plans and 19,783 shares that Mr. Fetsko may
acquire by exercise of options exercisable at March 16, 2007 or 60 days
thereafter.

(6) Includes 11,576 shares held in the Company's Employee Stock Ownership Plan,
25,611 shares owned by Mr. Fulmer's spouse, 362 shares held by Mr. Fulmer
as Custodian for his son under the Uniform Transfers to Minors Act, and
28,025 shares that Mr. Fulmer may acquire by exercise of options
exercisable at March 16, 2007 or 60 days thereafter.

(7) Includes 96,353 shares held in the R. D. Gates, Ltd. Employee Profit
Sharing Fund, over which Mr. Gates exercises voting and investment power,
and 2,820 shares owned by Mr. Gates' spouse. Does not include 3,187 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. Mr. Gates has pledged 6,044 of his shares of the Company's Common
Stock as security for personal indebtedness.

(8) Includes 440 shares held in the Company's Employee Stock Ownership Plan.
Does not include 585 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) Does not include 828 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.

(10) Does not include 1,651 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 831 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 2,722 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 2,012 shares held in the Company's Employee Stock Ownership and
Investment & Stock Ownership Plans and 14,851 shares that Mr. Romaine may
acquire by exercise of options exercisable at March 16, 2007 or 60 days
thereafter.

(14) Includes 858 shares owned by Mr. Salm's spouse. Does not include 3,752
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) Does not include 1,651 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.

(16) 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
1,156 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 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
1,284 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) Includes 33,569 shares held in the Company's Employee Stock Ownership Plan,
of which 8,803 shares are held in the Plan for his spouse, and 6,020 shares
that Mr. Updike may acquire by exercise of options exercisable at March 16,
2007 or 60 days thereafter.

(19) Includes 836 shares held in the Helen O. Anderson Trust, over which Mr.
Yunker exercises voting and investment power. Does not include 1,604 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.

(20) As of March 16, 2007, Tompkins Investment Services, a division of the
Tompkins Trust Company, which is a wholly owned subsidiary of the Company
(the "Trust Company"), held 2,065,802 shares of Common Stock of the
Company, representing 21.07% of the outstanding shares of Common Stock. Of
such shares, 1,045,900 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 694,762 shares identified in the above table, 541,400 shares, or 5.52%
of the outstanding shares, are held by the Tompkins Trustco, Inc. Employee
Stock Ownership Plan and 153,362 shares, or 1.56% 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 of the Rabbi Trust. In addition, 325,140
shares are held as agent or custodian with the voting power retained by the
owner. Such shares represent 3.32% of the Common Stock outstanding.
Tompkins Trust Company's address is P.O. Box 460, Ithaca, New York 14851.

[The remainder of this page left blank intentionally.]

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board is divided into three classes, and each class serves as a staggered
three-year term that expires in successive years. Five of the nominees for
director are currently serving as directors of the Company and are standing for
re-election at the Meeting. Mr. Haynes, whose term as a director of the Company
commenced after the last election of directors, was appointed to the Board
effective February 20, 2007, to fill a vacancy on the Board created by the
resignation of Ms. Howell. Mr. Shay was nominated for election at the Annual
Meeting of Stockholders to serve a three-year term that expire in 2010. Mr.
Romaine, whose term as a director of the Company commenced after the last
election of directors, was appointed to the Board effective January 1, 2007, to
fill a vacancy on the Board created in connection with the Company's Succession
Plan in which Mr. Romaine was appointed Chief Executive Officer of the Company.
Mr. Romaine's one-year term will expire in 2008. Messrs. Haynes, Romaine, and
Shay were identified and nominated by the Nominating and Corporate Governance
Committee.

At the Meeting, stockholders will elect six directors to hold office until the
2010 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
seventh director will be in the class of directors whose term will expire at the
2008 annual meeting of stockholders or until his successor is duly elected and
qualified.

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 each person who served
as a director in 2006 and includes such person's name, age, the year he or she
first became a director, the year in which his or her term will expire, and
whether he or she has been determined to be an independent director. 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 2010:
-------------------------------------------------------------------------------------------------------

James J. Byrnes 65 1989(2) 2010 No
Reeder D. Gates 61 1985(2) 2010 Yes
Carl D. Haynes 61 1996(2) 2010 Yes
Michael D. Shay 65 1989(2) 2010 Yes
Michael H. Spain 49 2000 2010 No
William D. Spain, Jr. 55 2000 2010 No
-------------------------------------------------------------------------------------------------------
Board Nominee for Term to Expire in 2008
-------------------------------------------------------------------------------------------------------
Stephen S. Romaine 42 2007 2008 No
-------------------------------------------------------------------------------------------------------
Directors Continuing in Office:
-------------------------------------------------------------------------------------------------------
Russell K. Achzet 66 2006 2009 No
James W. Fulmer 55 2000 2009 No
James R. Hardie 64 2001 2009 No
Patricia A. Johnson 51 2006 2009 Yes
Thomas R. Salm 66 1981(2) 2009 Yes

John E. Alexander 54 1993(2) 2008 Yes
Elizabeth W. Harrison 56 2004 2008 Yes
Hunter R. Rawlings III 62 1996 2008 Yes
Craig Yunker 56 2000 2008 Yes
-------------------------------------------------------------------------------------------------------

(1) Independence has been determined in accordance with Section 121A of the
listing standards of the American Stock Exchange ("AMEX"). William W.
Griswold served as a director of the Company for part of the fiscal year
ended December 31, 2006. His term as a director ended concurrently with the
2006 Annual Meeting, May 8, 2006. Bonnie H. Howell resigned from the Board
of Directors effective February 20, 2007. Each of Mr. Griswold and Ms.
Howell were determined to be "independent" while serving as directors of
the Company.

(2) Served as director of Tompkins Trust Company, which, as a result of a
reorganization in 1995, became a wholly-owned subsidiary of the Company.

Business Experience of Directors, including Director Nominees

James J. Byrnes served as the Company's Chief Executive Officer from its
formation in 1995 until his retirement on December 31, 2006, and has served as
the Chairman of the Board of Directors of the Company since its formation in
1995. He served as President of Tompkins Trust Company beginning in 1989 through
2002 and again in 2006. Mr. Byrnes currently serves as Chairman of the Board of
Directors of Tompkins Trustco, Inc. He also serves as Chairman of Tompkins Trust
Company, and as a director of Mahopac National Bank and AM&M Financial Services,
Inc. ("AM&M"), each a wholly-owned subsidiary of the Company. He also serves as
Chairman of the board of New York Business Development Corporation. Prior to
1989, Mr. Byrnes was an officer with other banking companies.

Reeder D. Gates has served as a director of the Company since 1995 and as a
director of Tompkins Trust Company since 1985. Prior to his retirement in 2005,
Mr. Gates was the President of R. D. Gates, Ltd., a company engaged in owning
and operating community pharmacies, since January 1972.

Carl D. Haynes served as a director of the Company from 1996 until 2000 and was
re-appointed on February 20, 2007. He has served as a director of Tompkins Trust
Company since 1996. Dr. Haynes has been President of Tompkins Cortland Community
College since 1995. He also is Chairman of the board of directors at the Cayuga
Medical Center, serves on the board of directors of the TC-3 Foundation, Therm,
Inc., CNY Regional Alliance, Cortland Business Network, Cortland County Business
Development Corporation, Cayuga-Cortland Workforce Investment Board, Tompkins
County Area Development Corporation, Tompkins County Workforce Development,
Association of Presidents of Public Community Colleges, Community Colleges for
International Development, and Chair of the Academy International Advisory
Board.

Michael D. Shay served as a director of the Company from its formation in 1995
until 2000, and has served as a director of Tompkins Trust Company since 1989.
In 1997, he retired as President of Evaporated Metal Films Corporation of
Ithaca. He is the sole proprietor of MDS Enterprises, a consulting, marketing
and sales firm, and a partner in the Cayuga Venture Fund. He has served as Chair
of the board of directors of Kendal at Ithaca, been a member of the Finance
Committee of the Paleontological Research Institution, and served on the
Entrepreneurship and Personal Enterprise Advisory Council at Cornell University.

Michael H. Spain has served as a director of the Company since 2000. Mr. Spain
also serves as a director of Mahopac National Bank and has served in such
capacity since since 1992. Mr. Spain also owns and serves as the President of
the Spain Agency, 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
also serves as a director of Mahopac National Bank and has served in such
capacity 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.

Stephen S. Romaine was appointed to serve as a director of the Company on
January 1, 2007. Pursuant the management succession plan adopted by the
Company's Board of Directors (the "Succession Plan"), Mr. Romaine was appointed
President and Chief Executive Officer of the Company effective January 1, 2007.
He had served as President and Chief Executive Officer of Mahopac National Bank
from January 1, 2003 through December 31, 2006. Prior to this appointment, Mr.
Romaine was Executive Vice President, Chief Financial Officer and Manager,
Support Services Division of Mahopac National Bank. Mr. Romaine currently serves
on the boards of the New York Bankers Association and the Independent Bankers
Association.

Russell K. Achzet was appointed to serve as a director of the Company on January
24, 2006. He also serves as Vice Chairman of AM&M. He founded AM&M in 1977, and
its affiliated entities thereafter. He served as Chief Executive Officer of AM&M
until it was acquired by the Company on January 6, 2006. Mr. Achzet is certified
by the Certified Financial Planner Board of Standards, Inc., and is a founder of
National Advisors Trust Company, FSB and served on its Board of Directors until
December 2005. He currently serves on the Foundation Advisory Board of Monroe
Community College and the University of Rochester Planned Giving Council.

James W. Fulmer served as President and a director of the Company since 2000.
Pursuant to the Succession Plan, Mr. Fulmer was appointed Vice Chairman of the
Company effective January 1, 2007. He also serves as a director of The Bank of
Castile, a wholly-owned subsidiary of the Company, and has served in such
capacity 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 serves as a director of Mahopac
National Bank, and has served in such capacity 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.
In 2006, he was appointed to serve as a member of the board of directors of the
Federal Home Loan Bank of New York, effective January 2007. He also actively
serves as a member of the board of directors of Erie and Niagara Insurance

Association, the United Memorial Medical Center, the Cherry Valley Cooperative
Insurance Company, and the Genesee County Economic Development Center.

James R. Hardie has served as a director of the Company since 2001. Mr. Hardie
has been Vice Chairman of the board of directors of Tompkins Insurance Agencies,
a wholly-owned subsidiary of the Company, since August 1, 2002. 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; although Mr. Hardie no longer
serves as the President and Chief Executive Officer of Tompkins Insurance
Agencies, he continues to be employed by Tompkins Insurance Agencies as a
producer. Mr. Hardie is the managing member of Bennington Farms, LLC, a property
leasing company.

Patricia A. Johnson currently serves as a director of Tompkins Trust Company and
has served in such capacity since 2002. Ms Johnson began with Cornell University
as the Assistant Treasurer in 1995 and has been Treasurer since March, 1999. Ms.
Johnson serves, or has served, on numerous professional and community
associations and boards of director, including the McGraw Housing Company, where
she served as a director and served as President in 2003, the Ladies Union
Benevolent Society, where she served as Treasurer, the Paleontological Research
Institution, where she serves as Treasurer, Planned Parenthood of the Southern
Finger Lakes, currently the Vice Chair, Tompkins County Foundation, where she
serves as President, and the Tompkins County Area Development where she serves
as a director and as a member of the executive committee. She was also a member
of the NACUBO Accounting Principles Council, and is currently a member of the
Association for Financial Professionals.

Thomas R. Salm has served as a director of the Company since 1995 and as a
director of Tompkins Trust Company since 1981. Effective with the resignation of
William W. Griswold at the Annual Meeting of Stockholders in May 2006, Mr. Salm
was appointed Vice Chairman of the Company and Tompkins Trust Company. Prior to
his retirement on August 31, 2002, Mr. Salm served as Vice President for
Business Affairs at Ithaca College, Ithaca, New York for 26 years.

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 served as a director of the Company since 2004. She
also serves as a director of The Bank of Castile and she has served in such
capacity since February 2002. Ms. Harrison recently retired as President and
Chief Executive Officer of the Genesee Country Village & Museum. She had served
in such capacity since November 1999. She also served on the Museum's Board of
Trustees from 1996 through 2006. 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 currently serves on the
boards of the the Arts and Cultural Council of Rochester, the Landmark Society
of Western New York, and the Hochstein School of Music.

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 is a Professor in the Classics Department and served as
Interim President of Cornell University for the 2005-2006 academic year.

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. Since 2001, he has served as
a Trustee of Cornell University.

The names and ages of the Company's executive officers, including the Named
Executive Officers identified in the Summary Compensation Table in this proxy
statement, their positions and offices held with the Company, their term of
office and experience is set forth in Part I of the Company's Annual Report on
Form 10-K for the Company's 2006 fiscal year, a copy of which is enclosed with
this proxy statement.

Matters Relating To The Board Of Directors

Board of Directors Meetings and Committees; Annual Meeting Attendance

During fiscal 2006, the Board of Directors held four regular meetings and one
special meeting, and as a matter of Company practice John E. Alexander, Reeder
D. Gates, Elizabeth W. Harrison, Bonnie H. Howell, Patricia A. Johnson, Hunter
R. Rawlings III, Thomas R. Salm and Craig Yunker, (the "Independent Directors")
met in Executive Session at the end of each regular meeting. Thus during 2006,
the Independent Directors held four meetings. During this period, all of the
directors attended or participated in at least 75%, other than Ms. Johnson who
attended or participated in 67% and Dr. Rawlings who attended or participated in
63%, 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. Ms. Johnson and Dr. Rawlings were
briefed, both before and after meetings, on matters covered at the Board of
Director and committee meetings they were not able to attend.

The Annual Meeting of Stockholders for fiscal 2005 was held on May 8, 2006, and
with the exception of Elizabeth W. Harrison, Bonnie H. Howell, Hunter R.
Rawlings, III, and Michael H. Spain, 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
Investment Review Committee.

Committee Membership
---------------------------------------------------------------------------------------------------
Executive/ Nominating/ Pension
Compensation/ Corporate Investment
Director Personnel Audit/Examining Governance Review
---------------------------------------------------------------------------------------------------

John E. Alexander -- Chair, as of Alternate --
2/20/07
James J. Byrnes -- -- -- Chair
Reeder D. Gates X -- X --
Elizabeth W. Harrison -- -- X --
Bonnie H. Howell(1) X Chair -- --
Patricia A. Johnson X
Hunter R. Rawlings, III -- -- -- X
Thomas R. Salm Chair X Chair X
Craig Yunker X -- -- --
---------------------------------------------------------------------------------------------------

(1) Ms. Howell resigned from the Board of Directors effective February 20,
2007. Accordingly, Ms. Howell's committee membership also terminated
effective February 20, 2007.

The Board of Directors has adopted a written charter for the
Executive/Compensation/Personnel Committee, a copy of which is attached to this
proxy statement as Appendix A. The committee met five times during fiscal 2006.
Among its duties and responsibilities, the Committee assesses the performance
and reviews, determines and recommends salaries and other matters relating to
executive compensation, including the compensation of the Company's Chief
Executive Officer. It also administers the Company's stock option plans,
including reviewing and granting stock options to executive officers and other
employees. The committee also reviews and approves various other Company
compensation policies and matters, senior management planning, and is
responsible for ensuring 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.

The Board of Directors has adopted a written charter for the Audit/Examining
Committee. A copy of the Audit/Examining Committee's charter is included as
Appendix B. The Audit/Examining Committee met five times during fiscal 2006.
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
and Patricia A. Johnson each qualify as an "audit committee financial expert" as
defined in Item 407(d) 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 three times during the 2006
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 and corporate governance
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 qualified candidate that best meet 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.

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 Investment Review Committee met three times during fiscal 2006. This
committee is responsible for reviewing the assets held in the Tompkins Trustco,
Inc. Retirement Plan.

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.

2006 Director Compensation(1)
--------------------------------------------------------------------------------------------------------
Change in
Pension
Non-Equity Value and
Fees Incentive Nonqualified
Earned or Stock Plan Deferred
Paid in Awards Option Compensation Compensation All Other Total
Name Cash ($) ($)(2) Awards ($) Earnings(3) Compensation ($)
--------------------------------------------------------------------------------------------------------

Achzet 14,000 12,000 26,000
--------------------------------------------------------------------------------------------------------
Alexander 5,100 21,000 26,100
--------------------------------------------------------------------------------------------------------
Gates -- 20,200 13,275 33,475
--------------------------------------------------------------------------------------------------------
Griswold 3,898 6,379 10,277
--------------------------------------------------------------------------------------------------------
Hardie -- 12,000 12,000
--------------------------------------------------------------------------------------------------------
Harrison 13,200 12,275 25,475
--------------------------------------------------------------------------------------------------------
Howell 5,300 24,600 29,900
--------------------------------------------------------------------------------------------------------
Johnson 10,075 14,650 24,725
--------------------------------------------------------------------------------------------------------
Rawlings 3,875 17,825 21,700
--------------------------------------------------------------------------------------------------------
Salm -- 23,528 9,502 33,030
--------------------------------------------------------------------------------------------------------
Spain, M. 17,000 12,000 29,000
--------------------------------------------------------------------------------------------------------
Spain, Wm. 17,000 12,000 29,000
--------------------------------------------------------------------------------------------------------
Yunker 13,200 13,375 26,575
--------------------------------------------------------------------------------------------------------

(1) Amounts disclosed for certain directors include compensation for service on
subsidiary boards. For a more detailed discussion of such fees, see
"Subsidiary Board Service," below.

(2) The stock award disclosed here is the result of a mandatory deferral
provision under the Company's Stock Retainer Plan for Eligible Directors of
Tompkins Trustco, Inc. and Participating Subsidiaries (the "Retainer
Plan"). The stock awards under the Retainer Plan are discussed in more
detail below under the heading "Timing and Manner of Payment". The
aggregate number of stock awards outstanding at fiscal year end was 30,952
shares. Dividends paid on the stock are reinvested pursuant to the
Company's Dividend Reinvestment and Stock Purchase and Sale Plan.

(3) All amounts disclosed in this column reflect nonqualified deferred
compensation earnings.

Fees Paid to Directors

During fiscal 2006, the following fees were paid to non-employee directors of
the Company for their service in such capacity:

o A meeting fee of $1,000 for each Board meeting attended;

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 $600 for
each Audit/Examining Committee meeting attended;

o A $1,750 quarterly retainer fee for service as a director; and

o An annual Chair fee of $2,500 was paid for service as Chair of
the Audit/Examining Committee to Bonnie Howell for fiscal
2006.

In addition, Mr. Griswold was paid a prorated annual retainer fee of $6,379.12
for his service as Vice Chair of the Board of Directors in the first and second
quarters of fiscal 2006, and Mr. Salm was paid a prorated annual retainer fee of
$14,620.88 for his service as Vice Chair of the Board of Directors during the
second, third and fourth quarters of fiscal 2006. Director Hardie was paid
meeting fees and an annual retainer for his service on the Company's Board of
Directors. Aggregate Fees Paid to Directors by the Company

Aggregate fees paid by the Company, for service on the Company's board and on
the boards of subsidiaries, including retainer, meeting, chair and/or committee
fees, to all non-employee directors, and Mr. Hardie, in fiscal 2006 were
$327,257.

Timing and Manner of Payment

All retainer and meeting fees, including those paid to Mr. Griswold and Mr.
Salm, are paid quarterly by the Company. All board/committee fees and retainers
earned by directors are paid in accordance with the Retainer Plan, which
provides that: (i) all such board/committee fees and retainers shall be paid in
shares of Common Stock of the Company and (ii) the receipt of payment by
directors of board/committee fees and retainers shall be deferred automatically
pursuant to the terms of the Retainer Plan. Under the Retainer Plan,
board/committee fees and retainers are transferred to a rabbi trust, and the
trustee of the rabbi trust acquires shares of the Company's Common Stock for
each director's deferred compensation account on the open market pursuant to the
Company's Dividend Reinvestment and Stock Purchase and Sale Plan. A director has
no rights in or to the shares of Common Stock held in the rabbi trust. A
director does have the right, however, to the payment of his or her deferred
compensation upon the earlier of the director's termination of service as a
director of the Company, the director's attainment of the age of 72 years, or
the director's death. An aggregate of 3,754 shares of Common Stock was acquired
by the rabbi trust under the Retainer Plan representing board/committee fees and
retainers paid and expensed in fiscal 2006.

Changes to Company Director Compensation for Fiscal 2006

Effective as of July 1, 2006, the Vice Chairman Salm, who is an independent
director of the Company, was paid a prorated annual retainer of $24,000, in lieu
of all meeting, Chair and committee fees. This fee was paid pursuant to the
Retainer Plan as described above under "Timing and Manner of Payment." In
addition to director's fees, directors are eligible to receive options granted
pursuant to the Company's 2001 Stock Option Plan. To date, no options have been
issued to non-employee directors under the Company's 2001 Stock Option Plan.

Changes to Company Director Compensation for Fiscal 2007

Effective as of January 1, 2007, the Chairman of the Board is paid, in lieu of
board and committee fees, $50,000 annually, payable in quarterly installments of
$12,500 cash, on or about January 1st, April 1st, July 1st and October 1st each
year. In addition, the Company will provide 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.

Subsidiary Board Service

Russell K. Achzet also served as Vice Chairman of the board of directors of AM&M
during fiscal 2006. In consideration for his service, he was paid a $14,000
annual retainer fee.

John E. Alexander, Reeder D. Gates, William W. Griswold, Bonnie H. Howell,
Patricia A. Johnson, Hunter R. Rawlings, III and Thomas R. Salm also served as
directors of Tompkins Trust Company during fiscal 2006. Tompkins Trust Company
paid Messrs. Alexander, Gates, and Rawlings and Ms. Howell and Ms. Johnson, in
consideration of their service as members of Tompkins Trust Company's board of
directors, a $6,000 annual retainer fee, and paid Mr. Salm an annual retainer
fee of $2,126 for the period from January 1 through May 8, 2006, when he was not
serving as Vice Chair. All Tompkins Trust Company directors, other than Mr.
Griswold and Mr. Salm when they were serving as Vice Chair, were paid a $600
meeting fee for each board meeting attended in fiscal 2006. The $6,000 annual
retainer fee paid by Tompkins Trust Company to each of these individuals was
paid pursuant to the Retainer Plan as described above under "Timing and Manner
of Payment," and an aggregate of 1,393 shares of Common Stock were acquired by
the Rabbi Trust under the Retainer Plan representing such retainer fees. Meeting
and committee fees were paid in cash or deferred through the Tompkins Trust

Company Deferred Compensation Plan [cash deferred]. Mr. Griswold was paid a fee
of $3,898 in cash for his service as Vice Chair of the board of directors of
Tompkins Trust Company during the first and second quarters of fiscal 2006, and
Mr. Salm was paid a fee of $9,502 in cash deferred to the Tompkins Trust Company
Directors Deferred Compensation Plan for his service as Vice Chair of the Board
of Directors of Tompkins Trust Company during the second, third and fourth
quarters of fiscal 2006.

James R. Hardie also served as Vice Chairman of the board of directors of
Tompkins Insurance Agencies, Inc. during fiscal 2006. As an employee of the
Company, he was not compensated for his service as a member of the board of
Tompkins Insurance Agencies, Inc.

Elizabeth W. Harrison and Craig Yunker also served as directors of The Bank of
Castile during fiscal 2006 and were each paid a $6,000 annual 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. 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, Jr. also served as directors of Mahopac
National Bank during fiscal 2006 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. The retainer fee paid to such
directors by Mahopac National Bank was 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 Chairman who is an
independent director 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.

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.

[The remainder of this page left blank intentionally.]

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy, Policy, and Process

The Company has delegated to the Executive/Compensation/Personnel Committee (the
"Compensation Committee") the responsibility for determining and recommending to
the full Board the compensation of the Company's executive officers, including
the named executive officers identified in the Summary Compensation Table. A
goal of the Compensation Committee is to offer 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 a comparative group of
banking companies which it believed were reasonably comparable to the Company's
asset size and performance. The information pertaining to the companies forming
the comparative group considered by the Compensation Committee was gathered from
information available to the public, from a survey developed by the Independent
Bankers Association of New York (IBANYS), and the New York Bankers Association
(NYBA) which provided information about the compensation practices of community
banking institutions in New York State or from other independently published
surveys. The Committee also has the authority to retain such outside counsel,
experts, and other advisors as it determines appropriate to assist it in the
full performance of its functions. The Committee engaged the services of Ben S.
Cole Financial Incorporated in 2003 to review and make recommendations regarding
its practices for Executive and Director compensation. In May of 2005, the
Committee retained the services of Buck Consultants. They were charged with
evaluating each subsidiary's then current compensation/benefit structure with
the intent to develop a single salary structure for the Company.

In determining the compensation for the Company's executive officers for fiscal
2006, 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 2006 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). Executive officers do not play a role in setting their own or
director compensation, but they may be called on to make recommendations
concerning those individuals that report to them. The Compensation Committee
believes that the total compensation provided to the Company's executive
officers is competitive, reflects the Company's performance, and that the
Company's compensation practices for fiscal 2006 were appropriate. As permitted
by law, the Committee may delegate all or a portion of its duties and
responsibilities to a subcommittee of the Committee.

Components of 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 for recommendation, 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 chooses to pay annual cash bonuses in order to
motivate executives to work effectively to achieve the Company's financial
performance objectives and to reward them when objectives are met. The Board
maintains full discretion on the payment of bonuses in order to maintain the
flexibility necessary to ensure its ability to act in the Company's best
interests. Individual cash bonuses are paid based on three factors: (1)
contribution to Company results, (2) contribution to department or business unit
goals, and (3) achievement of individual goals. The higher an executive is in
the management hierarchy, the greater the weight that is placed on Company
results. Company results are reviewed in three areas: (1) achievement of annual
goals, (2) relative performance compared to peers over a two-year period and
related trends, and (3) strategic development

Long-term, equity-based awards. The Company chooses to award stock options
because such 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 executives of 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 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. For a more detailed discussion of this, and other, deferred compensation
and retirement plans, please see the text accompanying the tables following this
section.

Compensation Committee Report

The "Compensation Discussion and Analysis" has been reviewed and discussed with
the management of the Company. Based of the Compensation Committee's review and
discussion, the Committee recommended to the Board that the "Compensation
Discussion and Analysis" be included in the Company's Annual Report on Form 10-K
and, in this proxy statement.

Members of the Compensation Committee:

Thomas R. Salm, Chair

Reeder D. Gates

Craig Yunker

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee for the 2006 fiscal year were Bonnie
H. Howell, Reeder D. Gates, Thomas R. Salm (Chair) and Craig Yunker. No member
of the Compensation Committee was at any time during fiscal 2006, or has been at
any other time, an officer or employee of the Company or any of the Company's
subsidiaries. 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 2006.

[The remainder of this page left blank intentionally.]

2006 Summary Compensation Table

The following table sets forth information concerning the total compensation
earned by the Company's Chief Executive Officer and Chief Financial Officer and
the three other most highly compensated executive officers of the Company in the
fiscal year ended December 31, 2006. These five officers are referred to as the
"Named Executive Officers" in this proxy statement.

Change in
Pension Value
Non- and
Equity Nonqualified
Incentive Deferred
Plan Compen- All Other
Name and Principal Stock Option Compen- sation Compensa-
Position Year Salary Bonus(1) Awards Awards(2) sation Earnings(3) tion(4) Total
($) ($) ($) ($) ($) ($) ($) ($)
------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
------------------------------------------------------------------------------------------------------------------------------------

James J. Byrnes 2006 455,000 151,680 n/a 18,014 n/a 207,412 54,833 886,939
------------------------------------------------------------------------------------------------------------------------------------
Chairman & CEO
of the Company,
Chairman of the
Board of Tompkins
Trust Company

------------------------------------------------------------------------------------------------------------------------------------
James W. Fulmer 2006 241,000 63,200 n/a 54,555 n/a 74,555 36,908 470,218
------------------------------------------------------------------------------------------------------------------------------------
President of the
Company, Chairman,
President & CEO of
Bank of Castile

------------------------------------------------------------------------------------------------------------------------------------
Stephen S. Romaine 2006 208,000 40,000 n/a 82,723 n/a 35,992 31,222 397,937
------------------------------------------------------------------------------------------------------------------------------------
Executive Vice President
of the Company, President
& CEO of Mahopac National
Bank

------------------------------------------------------------------------------------------------------------------------------------
Francis M. Fetsko 2006 190,000 35,500 n/a 77,323 n/a 32,040 23,566 358,429
------------------------------------------------------------------------------------------------------------------------------------
Executive Vice President
& CFO of the Company &
Tompkins Trust Company

------------------------------------------------------------------------------------------------------------------------------------
Lawrence A. Updike 2006 144,000 26,000 n/a 32,015 n/a $61,789 $18,780 $282,584
------------------------------------------------------------------------------------------------------------------------------------
Executive Vice President
of the Company & Executive
Vice President Operations
and Systems
------------------------------------------------------------------------------------------------------------------------------------

(1) These amounts represent cash awards for performance bonuses, including
amounts of such bonuses that may be deferred under the Tompkins Trustco,
Inc. Deferred Compensation Plan for Selected Officers.

(2) Mr. Fulmer, Mr. Romaine and Mr. Fetsko were granted 11,000 option shares in
2006. Mr Updike was granted 1,100 in 2006. This column shows the value of
all of the option awards over the requisite service period, using the FAS
123R principles (which is the grant date fair value amortized over the
requisite service period.)

For options granted in 2001 the following assumptions were made: Interest rate
of 5.25%, a volatility of .50, a dividend of 3.1 and an expiration term of 7
years. For options granted in 2002 an interest rate of 3.44%, a volatility of
..462, a dividend of 3.00 and an expiration term of 7 years were used. For
options granted in 2004, an interest rate of 3.817%, a volatility of .3976, a
dividend of 2.70 and an expiration term of 5 years were used. For options
granted in 2006, an interest rate of 4.32%, a volatility of .2828, a dividend of
2.6 and an expiration term of 6.50 years were used.

(3) These values are based on the Supplemental Executive Retirement Plan, and
are composed entirely of changes in pension value. The following
assumptions were used by the Plan actuaries to calculate the Change in
Pension Value from year end 2005 to year end 2006:

Discount Rate: 5.75% at 12/31/2005, 6.00% at 12/31/2006

Retirement Plan Mortality: RP 2000

(4) Includes perquisites and other personal benefits or property, with an
aggregate value equal to or greater than $10,000. Includes amounts matched
on salary deferral pursuant to Company's Investment & Stock Ownership Plan,
amounts paid pursuant to the profit sharing portion of the Company's
Investment & Stock Ownership Plan and the Company's Employee Stock
Ownership Plan and taxable amounts of the applicable life insurance
premiums paid on the Named Executives Officers' behalf by the Company.

For Mr. Byrnes the amounts were as follows: Profit Sharing paid from the
Tompkins Trustco, Inc. Investment and Stock Ownership Plan and the Employee
Stock Ownership Plan $32,775; Company match on salary deferral to the 401(k)
$8,800; taxable amounts applicable to life insurance $7,485; personal use of
company vehicle $5,773.

For Mr. Fulmer the amounts were as follows: Profit Sharing paid from the
Tompkins Trustco, Inc. Investment and Stock Ownership Plan and Stock Ownership
Plan and the Employee Stock Ownership Plan $18,075; Company match on salary
deferral to the 401(k) $8,800; taxable amounts applicable to life insurance
$6,978; and personal use of company vehicle $3,055.

For Mr. Romaine the amounts were as follows: Profit Sharing paid from the
Tompkins Trustco, Inc. Investment and Stock Ownership Plan and Stock Ownership
Plan and the Employee Stock Ownership Plan $14,743; Company match on salary
deferral to the 401(k) $8,320; taxable amounts applicable to life insurance
$4,328; and personal use of company vehicle $3,831

For Mr. Fetsko the amounts were as follows: Profit Sharing paid from the
Tompkins Trustco, Inc. Investment and Stock Ownership Plan and Stock Ownership
Plan and the Employee Stock Ownership Plan $13,500; Company match on salary
deferral to the 401(k) $7,600; taxable amounts applicable to life insurance
$284; and personal use of company vehicle $2,182.

For Mr. Updike the amounts were as follows: Profit Sharing paid from the
Tompkins Trustco, Inc. Investment and Stock Ownership Plan and Stock Ownership
Plan and the Employee Stock Ownership Plan $10,462; Company match on salary
deferral to the 401(k) $5,760; taxable amounts applicable to life insurance
$897; and personal use of company vehicle $1,661.

Employment Contracts, Termination of Employment and Change-in-Control
Arrangements

Mr. Byrnes is a party to a Supplemental Executive Retirement Agreement with
Tompkins Trust Company, and Mssrs. Fulmer, Romaine and Fetsko are parties to
Supplemental Executive Retirement Agreements with the Company. These agreements
contain change-in-control provisions and are discussed below under "Supplemental
Employee Retirement Plans."

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 financial 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.

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 2006

2006 Grants of Plan Based-Awards
----------------------------------------------------------------------------------------------------
All other
option awards;
Number of
securities Exercise or Grant Date Fair Value
underlying base price of of Stock and Option
Name Grant Date options option awards Awards
(#) ($/Sh) ($)
----------------------------------------------------------------------------------------------------
(a) (b) (j) (k) (l)
----------------------------------------------------------------------------------------------------

James J. Byrnes n/a
----------------------------------------------------------------------------------------------------
James W. Fulmer 01/23/06 7,260 42.39 83,367
----------------------------------------------------------------------------------------------------
01/23/06 3,740 42.39 42,946
----------------------------------------------------------------------------------------------------
Stephen S. Romaine 01/23/06 7,260 42.39 83,367
----------------------------------------------------------------------------------------------------
01/23/06 3,740 42.39 42,946
----------------------------------------------------------------------------------------------------
Francis M. Fetsko 01/23/06 7,260 42.39 83,367
----------------------------------------------------------------------------------------------------
01/23/06 3,740 42.39 42,946
----------------------------------------------------------------------------------------------------
Lawrence A. Updike 01/23/06 1,100 42.39 12,631
----------------------------------------------------------------------------------------------------

The Tompkins Trustco, Inc. Stock Option Plan does not have threshold, target, or
maximum amounts payable for performance, therefore, it is not an equity
incentive plan under FAS123R.

The options are valued using the FAS123R principles (which is the grant date
fair value amortized over the requisite service period) as referenced in the
Summary Compensation Table. The grant date fair value (column 1) represents the
value of the options granted on the date of grant.

Outstanding Options of Named Executive Officers

The following table shows the aggregate number of options outstanding as of
December 31, 2006 for each of the Named Executive Officers.

2006 Outstanding Equity Awards At Fiscal Year-End
-----------------------------------------------------------------------------------------------------------
Option Awards
-----------------------------------------------------------------------------------------------------------
Equity
Incentive
Plan Awards:
Number of Number of Number of
Securities Securities Securities
Underlying Underlying Underlying
Unexercised Unexercised Unexcercised Option
Options- Options- Unearned Exercise Option
Exercisable (1) Unexercisable (2) Options Price Expiration
Name (#) (#) (#) ($) Date
(a) (b) (c ) (d) (e) (f)
-----------------------------------------------------------------------------------------------------------

James J. Byrnes 0 0 0.00 0
-----------------------------------------------------------------------------------------------------------
James W. Fulmer 0 7,260 42.39 01/23/16
------------------------------------------------------------------------------
0 3,740 42.39 01/23/16
------------------------------------------------------------------------------
484 1,452 39.34 05/03/14
------------------------------------------------------------------------------
2,541 7,623 39.34 05/03/14
------------------------------------------------------------------------------
3,328 0 20.00 09/14/10
------------------------------------------------------------------------------
12,005 0 20.00 09/14/10
------------------------------------------------------------------------------
6,642 0 20.00 09/14/10
=============================-------------------------------------------------
Total 25,000 20,075
-----------------------------------------------------------------------------------------------------------
Stephen S. Romaine 0 7,260 42.39 01/23/16
------------------------------------------------------------------------------
0 3,740 42.39 01/23/16
------------------------------------------------------------------------------
3,201 3,815 39.34 05/03/14
------------------------------------------------------------------------------
64 5,988 39.34 05/03/14
------------------------------------------------------------------------------
5,989 1,997 32.23 09/30/12
------------------------------------------------------------------------------
2,330 0 28.36 07/24/11
=============================-------------------------------------------------
Total 11,584 22,800
-----------------------------------------------------------------------------------------------------------
Francis M. Fetsko 0 3,740 42.39 01/23/16
------------------------------------------------------------------------------
0 7,260 42.39 01/23/16
------------------------------------------------------------------------------
2,656 2,182 39.34 05/03/14
------------------------------------------------------------------------------
64 5,988 39.34 05/03/14
------------------------------------------------------------------------------
5,989 1,997 32.23 09/30/12
------------------------------------------------------------------------------
4,659 0 28.36 07/24/11
------------------------------------------------------------------------------
3,692 0 20.00 09/14/10
=============================-------------------------------------------------
Total 17,060 21,167
-----------------------------------------------------------------------------------------------------------
Lawrence A. Updike 0 1,100 42.39 01/23/16
------------------------------------------------------------------------------
0 183 39.34 05/03/14
------------------------------------------------------------------------------
0 3,902 39.34 05/03/14
------------------------------------------------------------------------------
0 1,664 32.23 09/30/12
------------------------------------------------------------------------------
4,659 0 20.00 09/14/10
------------------------------------------------------------------------------
4,992 0 17.77 08/17/07
=============================-------------------------------------------------
Total 9,651 6,849
-----------------------------------------------------------------------------------------------------------

(1) Options reported in this column are vested and currently exercisable.

(2) Options granted with a Jan. 23, 2016 expiration date have a seven year
vesting schedule with zero percent vesting in year one, 17% vesting in year
2 through 6 and 15% vesting in year seven.

Options granted with an expiration date of May 3, 2014, Sept. 30, 2012, July 24,
2011 and Sept. 14, 2010 have 5 year vesting schedule with zero percent vesting
in year one and 25% vesting in the remaining years.

Options granted with an expiration date of Aug. 17, 2007 have a four year
vesting schedule with 25% vesting each year.

Options Exercised and Value for Fiscal 2006

The following table sets forth information concerning the exercise of options by
each Named Executive Officer during fiscal 2006 and the potential value
realized.

2006 Option Exercises
--------------------------------------------------------------------------------
Option Awards
--------------------------------------------------------------------------------
Number
of
Shares
Acquired Value
on Realized on
Exercise Exercise
Name (#) ($)
--------------------------------------------------------------------------------
James J. Byrnes 13,310 222,943
--------------------------------------------------------------------------------
James W. Fulmer 9,969 233,506
--------------------------------------------------------------------------------
Stephen S. Romaine 0 0
--------------------------------------------------------------------------------
Francis M. Fetsko 2,662 56,759
--------------------------------------------------------------------------------
Lawrence A. Updike 6,351 82,168
--------------------------------------------------------------------------------

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
Company's 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 and described in Note 1.

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 Company's 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 and described in Note 1.

[The remainder of this page left blank intentionally.]

Retirement Plans

The Company has a defined benefit plan, the Tompkins Trustco, Inc. Retirement
Plan (the "Retirement Plan"), which covers substantially all employees of the
Company. The retirement plan does not require or allow employee contributions.
The assets of the Retirement Plan are held in a separate trust and administered
by the Pension Investment Review Committee of the Board of Directors.

The following table provides information with respect to each pension plan that
provides for payments or other benefits at, following, or in connection with
retirement. This includes a tax-qualified defined benefit plan and a
supplemental executive retirement plan, but it does not include defined
contribution plans (whether tax-qualified or not).

Pension Benefits Table 12/31/2006
-------------------------------------------------------------------------------------------------------------------
Number Present Value Payments
of Years of Accumulated During the
Name Plan Name of Benefit Last Fiscal
Credited ($) Year
Service (#)
(#)
-------------------------------------------------------------------------------------------------------------------

James J. Byrnes Tompkins Trustco, Inc. Retirement Plan 18.08 761,490 0
Tompkins Trustco, Inc. Supplemental Executive 18.17 2,101,745 0
Retirement Plan ----------- ----
Total 2,863,235 0
-------------------------------------------------------------------------------------------------------------------
Stephen S. Romaine Tompkins Trustco, Inc. Retirement Plan 6.00 46,878 0
Tompkins Trustco, Inc. Supplemental Executive 12.83 180,158 0
Retirement Plan ----------- ----
Total 227,036 0
-------------------------------------------------------------------------------------------------------------------
James W. Fulmer Tompkins Trustco, Inc. Retirement Plan 18.00 163,713 0
Tompkins Trustco, Inc. Supplemental Executive 29.58 676,567 0
Retirement Plan ----------- ----
Total 840,279 0
-------------------------------------------------------------------------------------------------------------------
Francis M. Fetsko Tompkins Trustco, Inc. Retirement Plan 10.17 121,797 0
Tompkins Trustco, Inc. Supplemental Executive 10.25 88,801 0
Retirement Plan ----------- ----
Total 210,597 0
-------------------------------------------------------------------------------------------------------------------
Lawrence A. Updike Tompkins Trustco, Inc. Retirement Plan 41.50 1,066,193 0
Tompkins Trustco, Inc. Supplemental Executive N/A N/A 0
Retirement Plan ----------- ----
Total 1,066,193 0
-------------------------------------------------------------------------------------------------------------------

The Retirement Plan provides a monthly benefit payable at retirement. This
benefit is determined by the accumulation of credits which are earned as the
participant works for the Company. The credits earned for each plan year are
based on the sum of the participant's age and service at the beginning of that
plan year. When a participant terminates employment or retires, the credits
earned for all plan years are summed and multiplied by the "Average Final
Earnings" under the Plan, and the results is then converted into a monthly
annuity. This type of plan is often referred to as a "pension equity plan."

A participant's retirement benefit is fully vested upon the completion of five
years of vesting service. The Normal Retirement Age under the Plan is age 65.
The accrued benefit is payable at this age; however, a reduced benefit may be
payable as early as age 55.

Benefits under the Retirement Plan are not subject to any reduction for Social
Security benefits or other offset amounts. Benefits may be paid in certain
alternative forms having actuarial equivalent values.

Potential Payments upon Termination or Change in Control

The Company has Supplemental Executive Retirement Plan ("SERP") agreements with
four of the five Named Executive Officers - Mr. Updike does not have such an
agreement. These agreements have been summarized below.

Mr. Byrnes: Tompkins Trust Company has a SERP Agreement with Mr. Byrnes dated
July 12, 1994. This SERP agreement provides Mr. Byrnes with the following:

o Retirement Benefits: An annual retirement benefit at age 65 equal to
50% of his highest average earnings (as defined in the SERP agreement)
using five consecutive calendar years of his employment with Tompkins
Trust Company, less (a) benefits payable to Mr. Byrnes under Tompkins
Trust Company's retirement plan and (b) social security benefits. The
retirement benefit is payable monthly and subject to reduction in the
event Mr. Byrnes retires prior to age 65.

o Disability Benefits: In the event of (a) short-term disability, with
benefits in an amount sufficient to continue Mr. Byrnes's annual
earnings immediately prior to such disability (taking into account
disability benefits otherwise payable under Tompkins Trust Company's
disability policies) for a period of up to 26 weeks and, (b) long-term
disability, with benefits equal to those payable upon retirement,
without regard to age, but subject to reduction of long-term disability
payments.

o Change of Control Benefits: In the event of a change in control, as
defined in Mr. Byrnes's severance agreement, with a single, lump-sum
distribution equal to the present value of the annual retirement
benefit otherwise payable to Mr. Byrnes upon retirement at age 65.
Except in the event of a change in control, no benefits are payable

under the SERP agreement if Mr. Byrnes's employment is terminated for
cause, or he engages in competition (as defined in the SERP agreement)
with Tompkins Trust Company or he performs acts of willful malfeasance
or gross negligence in a matter of material importance to Tompkins
Trust Company. Mr. Byrnes's SERP agreement is not an employment
agreement and does not confer upon him any right to continued
employment.

Messrs. Fulmer, Romaine and Fetsko

In December 2005, Messrs. Fulmer, Romaine and Fetsko, each a Named Executive
Officer, entered into Supplemental Executive Retirement Agreements with the
Company, which, among other things, replaced the SERP agreements and employment
agreements that were previously in place with Mr. Fulmer and Mr. Romaine. The
December 2005 SERP agreements provide the covered executive officers with the
following retirement, death, disability and change of control benefits:

o Retirement Benefits. Upon his or her retirement, covered executive
officers are eligible to receive payment of his or her annual
retirement benefit amount, which is equal to 75% of the executive's
earnings, less (a) the annual amount payable under any single life
annuity provided under the Company's Retirement Plan and (b) any social
security benefits. This benefit is also reduced by 5% for each year the
Executive's service, as defined in the agreement, is less than 20
years. The retirement benefit is payable monthly until the executive
officer's death and is subject to reduction depending upon the
executive's age and years of service as of the date of his or her
retirement date prior to age 65. For purposes of this benefit, an
executive officer's "earnings" will be the average of the executive
officer's five highest calendar years of base salary.

o Death Benefits. In the event of the covered executive officer's death
(i) after retirement, his or her spouse will be paid (monthly) 50% of
the executive officer's annual retirement benefit until the spouse's
death, and (ii) prior to retirement, his or her spouse will be paid
(monthly) 50% of the vested portion of the executive officer's annual
retirement benefit until the spouse's death, provided the spouse
survives until the executive officer's designated retirement age in the
SERP agreement.

o Disability Benefits. Upon a covered executive officer becoming
disabled, he or she is entitled to payment of his or her retirement
benefits commencing at the executive officer's designated retirement
date in the SERP agreement, but with the assumption that the executive
officer has completed 20 yeas of service and is 100% vested in the
benefit under the SERP agreement as of the date of his or her
disability. In the event of the executive officer's death after
disability, the executive officer's spouse will be entitled to payment
of the death benefits described above.

o Change of Control Benefits. In the event of a change in control, the
covered executive officer will be deemed to have completed twenty (20)
years of service and will be 100% vested in the benefit under the SERP
agreement. Covered executive officers could be entitled to certain
severance benefits following a change of control of the Company (as
defined in the SERP agreements). If, within three years following a
change in control the executive officer is terminated, other than for
cause and subject to the discretion of the Company's executive
committee, or, the executive officer's role or compensation is
significantly reduced, then for a period of three years, the executive
officer is entitled to (a) payment of his or her base salary in effect
immediately prior to the change in control, but subject to reduction by
20% to 100% depending on the executive's age at the time of his or her
termination, (b) the executive's bonus and profit sharing compensation,
which will be the average of the executive's bonus and profit sharing
compensation earned for the two most recently completed fiscal years of
the Company and (c) continuation of all welfare benefits that he or she
was participating in immediately prior to the change in control.

In addition, the SERP agreements with Messrs. Fulmer and Romaine provide that in
the event the executive officer's employment is terminated without cause (other
than upon a change of control, death or disability), then the executive officer
is entitled to (a) payment of his or her base salary in effect immediately prior
to the executive officer's termination of employment and (b) participate (but
not required) in the Company's welfare benefits. These severance benefits are
payable for a period of 24 months to Mr. Fulmer and 12 months to Mr. Romaine.

Further, under the SERP agreements, in the event Messrs. Fulmer's, Romaine's or
Fetsko's employment is involuntarily terminated (other than for cause) at any
time, or voluntarily terminated after reaching age 55 and after completing 10
years of service, but prior to his designated retirement age in his SERP
agreement, he will be entitled to payment of his retirement benefits on his
designated retirement date, or, in the event of his death, his spouse will be
entitled to payment of the death benefits described above.

No benefits are payable under the SERP agreements if the covered executive
officer's employment is terminated for cause, or he or she engages in
competition with the Company. And, if the executive officer voluntarily
terminates his or her employment before age 55 and before completion of 10 years
of service, other than because of death, disability or change of control, he or
she will not be entitled to payment of any retirement benefits. The SERP
agreements are not employment agreements and do not confer upon the covered
executive officers any right to continued employment with the Company or any of
its subsidiaries.

Estimated Payments Upon Change in Control as of December 31, 2006

-------------------------------------------------------------------------------------------------------------------------
SERP Accumulated SERP Accumulated
Annual Benefit Prior Annual Benefit After Other Benefits Due to
Name to Change of Control Change of Control Increase in Benefit Change of Control

($) ($) ($)
-------------------------------------------------------------------------------------------------------------------------

James J. Byrnes 214,467 214,467 0 Eligible to receive
SERP as lump sum of
$3,201,000
-------------------------------------------------------------------------------------------------------------------------
Stephen S. Romaine 58,390 90,998 32,608 100% Vesting in SERP,
Severance Package (1)
-------------------------------------------------------------------------------------------------------------------------
James W. Fulmer 104,315 104,315 0 Severance Package (1)
-------------------------------------------------------------------------------------------------------------------------
Francis M. Fetsko 28,365 55,345 26,981 100% Vesting in SERP,
Severance Package (1)
-------------------------------------------------------------------------------------------------------------------------
Lawrence A. Updike N/A N/A N/A N/A
-------------------------------------------------------------------------------------------------------------------------

(1) If terminated, or role or compensation of NEO is significantly reduced due
to Change of Control, NEO receives continuation of compensation (base pay plus
average of bonus and profit sharing compensation for last two years) and all
employee welfare benefits.

Deferred Compensation Plan for Selected Officers

The Company maintains a nonqualified deferred compensation plan for a select
group of officers. 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" or included in "Other
Compensation" in the Summary Compensation Table.

The bonuses listed in the Summary Compensation Table are reported for the year
that they were "earned." The payment for said bonuses is made in the following
year. If the NEO elected to defer a bonus or profit sharing, the payment to the
deferred compensation plan is the net amount after Social Security and Medicare
are withheld.

2006 Non-Qualified Deferred Compensation

------------------------------------------------------------------------------------------------------------------------
Executive Registrant Aggregate Aggregate Aggregate
Contributions Contributions Earnings in withdrawals / Balance at
Name in Last FY in Last FY Last FY Distributions Last FYE
($) ($) ($) ($) ($)
------------------------------------------------------------------------------------------------------------------------

James J. Byrnes(1) 201,023 200,742 2,698,733
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
James W. Fulmer N/A N/A
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
Stephen S. Romaine N/A N/A
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
Francis M. Fetsko(2) 5,220 1,527 21,547
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
Lawrence A. Updike(3) 32,323 1,648 41,480 193,892
------------------------------------------------------------------------------------------------------------------------

(1) For Mr. Byrnes the amount included in the "Executive Contribution in the
last fiscal year" is comprised of $184,244, which was the net of the 2005 bonus
after Social Security and Medicare withholding and $16,778 for profit sharing
which is included in the "All Other Compensation" for 2005. The aggregate
balance includes deferrals since Mr. Byrnes' election to participate in the plan
in 1993.

(2) Mr. Fetsko has elected to defer 10% of his bonus and profit sharing payment.
The amount included in the "Executive Contribution in the last fiscal year" is
comprised of $4,500, which was 10% of the 2005 bonus and $720, which was 10% of
the profit sharing included in the "All other Compensation" for 2005. The
aggregate balance includes deferrals since Mr. Fetsko's election to participate
in the plan in 2002.

(3) For Mr. Updike the amount included in the "Executive Contribution in the
last fiscal year" was $32,322, which was the net of the 2005 bonus after Social
Security and Medicare withholding. In 1998, Mr. Updike made an irrevocable
election to begin distribution from his deferred compensation account. He will
receive a distribution at the beginning of every year for 5 years. The $41,480
represents the distribution made in 2006. The aggregate balance includes
deferrals since Mr. Updike's election to participate in the plan in 1998.

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. Retiree medical insurance subsidized by the Company has been
eliminated for new hires after December 31, 2004. The current Tompkins Trust
Company retirees and active eligible employees (at least 55 years of age and 10
years of service as of December 31, 2004) are a "grandfathered group" and as
such continue to receive a portion of their retiree medical benefit from the
Company. There is currently a $3,000 annual cap on the employer payments. The
plan of benefits and the employer subsidy will be evaluated annually. All other
active employees received a notional Health Reimbursement Account (HRA). Monies
in this account will be available to individuals who retire from the Company.
The FAS 106 APBO that is attributable to each employee determined the amount of
"seed money" for these HRA's.

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information, as of December 31, 2006, 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
remaining available for
Number of securities to Weighted-average exercise future issuance under
be issued upon exercise price of outstanding options, equity compensation plans
of outstanding options, warrants and rights (1) (excluding securities
Plan Category warrants and rights ($) reflected in column (a))

(a) (b) (c)
------------------------------------------------------------------------------------------------------------------------

Equity compensation plans 700,877 35.5035 456,742
approved by security
holders(2)
------------------------------------------------------------------------------------------------------------------------
Equity compensation plans 0 0 0
not approved by security
holders
------------------------------------------------------------------------------------------------------------------------
Total 700,877 35.5035 456,742
------------------------------------------------------------------------------------------------------------------------

(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.

[The remainder of this page left blank intentionally.]

PROPOSAL NO. 2

AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION

TO CHANGE THE COMPANY'S NAME

The Board of Directors of the Company proposes an amendment to the Company's
Certificate of Incorporation to change the Company's name from Tompkins Trustco,
Inc. to Tompkins Financial Corporation. The Board believes that the new name
would better reflect the Company's identity as a diversified financial services
corporation. The names of the Company's operating subsidiaries, The Bank of
Castile, Mahopac National Bank, Tompkins Trust Company, Tompkins Insurance
Agencies, Inc. and AM&M Financial Services, Inc., will remain unchanged.

Vote Required and Recommendation

The affirmative vote of a majority of all outstanding shares of Common Stock
entitled to vote on the proposal. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE IN FAVOR OF THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
TO CHANGE THE COMPANY'S NAME TO "TOMPKINS FINANCIAL CORPORATION". SHARES OF
COMMON STOCK COVERED BY EXECUTED PROXIES RECEIVED BY THE BOARD OF DIRECTORS WILL
BE VOTED"FOR" PROPOSAL NO. 2, UNLESS STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.

PROPOSAL NO. 3

ADJOURNMENT OF THE MEETING, AS NECESSARY

The Board of Directors of the Company proposes to consider and vote upon an
adjournment of the Meeting, if necessary, to solicit additional proxies.

Vote Required and Recommendation

The affirmative vote of a majority of votes cast by holders of Common Stock
entitled to vote on the proposal. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE IN FAVOR OF AN ADJOURNMENT OF THE MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES. SHARES OF COMMON STOCK COVERED BY EXECUTED PROXIES RECEIVED
BY THE BOARD OF DIRECTORS WILL BE VOTED "FOR" PROPOSAL NO. 3, UNLESS
STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.

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 officers, and persons who own more than 10% of the
Company's Common Stock, to file with the SEC initial reports of ownership and
reports of changes in ownership of the Company's capital stock. 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.

To the Company's knowledge, based upon on a review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, during fiscal 2006 all Section 16(a) filing requirements applicable to
its officers, directors and greater than 10% stockholders were satisfied.

TRANSACTIONS WITH RELATED PERSONS

Certain directors and executive officers of the Company and its affiliated
companies, 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 2006. 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, 2006, the balance of all such loans included in total loans was
$11,031,000. 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, 2006.

Russell K. Achzet, a current director and a director nominee for consideration
at the Meeting, was the founder and the majority shareholder of AM&M Financial
Services, Inc., which the Company acquired, by merger, in January 2006, and is
now a wholly-owned subsidiary of the Company. Under the terms of the agreement
and plan of merger, the Company acquired all of the issued and outstanding
shares of AM&M capital stock, including those shares held by Mr. Achzet, for an
initial consideration of $2,375,000 paid in cash and 53,976 shares of Company
Common Stock. In addition to the merger consideration paid at closing,
additional contingent amounts of up to $8.5 million (payable one-half in cash
and one-half in Company Common Stock) may be paid over a period of four years
from closing. For his ownership interest in AM&M, Mr. Achzet received, as his
portion of the initial merger consideration, $1,687,400 in cash and 33,119
shares of Company Common Stock. Mr. Achzet is also eligible to receive
contingent payments of up to $5.2 million, payable in equal amounts of cash and
Company Common Stock, depending on the earnings performance of AM&M over the
next four years. In connection with the Company's acquisition of AM&M, Mr.
Achzet entered into a consulting agreement with AM&M Financial Services, which
will expire on January 1, 2010. Under the terms of the consulting agreement, Mr.
Achzet provides certain management consulting and business referral services for
AM&M. In consideration for his services, Mr. Achzet is paid a monthly fee, on a
declining basis. Mr. Achzet was paid $9,093 per month in 2006; and will be paid
$6,360 per month in 2007, $3,363 per month in 2008 and $3,484 per month in 2009.

During fiscal year 2006, the Company purchased 38,246 shares of its Common Stock
from W. D. Spain & Sons Limited Partnership, of which Michael H. Spain is a
General Partner. The transaction was disclosed on a Form 4 filed with the SEC on
June 1, 2006, pursuant to Section 16(a) of the Securities and Exchange Act of
1934.

During fiscal year 2006, the Company purchased 38,246 shares of its Common Stock
from W. D. Spain & Sons Limited Partnership, of which William D. Spain, Jr. is a
General Partner. The transaction was disclosed on a Form 4 filed with the SEC on
June 1, 2006, pursuant to Section 16(a) of the Securities and Exchange Act of
1934.

The Board intends to adopt a written policy with respect to transactions with
related persons in 2007, and while the written policy is still in draft form, it
has always been the policy of the Company to review and only approve
transactions involving the Company and related persons after considering whether
the transaction is on terms no less favorable than terms generally available to
an unaffiliated third party under the same or similar circumstances. Currently,
banking transactions with related persons, which include the Company's
directors, director nominees, and executive officers and their immediate family
members, as well as persons owning more than 5% of the Company's common stock
and any immediate family member of such shareholder, are reviewed by the
management of the Company's subsidiary banks according to the requirements of
Regulation O.

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 is included as Appendix B to this proxy
statement. 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 five times during fiscal 2006 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 and an audit of the Company's internal control over
financial reporting in accordance with auditing standards generally accepted in
the United States of America and to issue reports 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, 2006.
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, 2006,
be included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2006, for filing with the SEC.

Members of the Audit/Examining Committee:

John E. Alexander, Chair

Patricia A. Johnson

Thomas R. Salm

INDEPENDENT AUDITORS

The Audit/Examining Committee has retained KPMG LLP ("KPMG") to continue as
independent auditors and to audit the consolidated financial statements of the
Company for the fiscal year ending December 31, 2007. 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,
2006 and December 31, 2005 by KPMG:

--------------------------------------------------------------------------------
2006 2005
($) ($)
--------------------------------------------------------------------------------
Audit Fees: 346,000 323,500
--------------------------------------------------------------------------------
Tax Fees: 84,015 85,165
--------------------------------------------------------------------------------
All Other Fees: 0 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, and for services that would normally be provided by the Company's
auditor in connection with statutory and regulatory filings or engagements for
the periods covered.

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.

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) to be
provided to the Company by its independent auditor, 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. 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 2006 and fiscal 2005 were pre-approved by the Company's
Audit/Examining Committee.

STOCKHOLDER PROPOSALS

Proposals of stockholders of the Company that are intended to be presented by
such stockholders at the Company's 2008 annual meeting and that stockholders
desire to have included in the Company's proxy materials relating to such
meeting must be received by the Company no later than December 14, 2007, which
is 120 calendar days prior to the anniversary of the Company's mailing of this
proxy statement, and must be in compliance with applicable laws and regulations
in order to be considered for possible inclusion in the proxy statement and form
of proxy for that meeting.

Under the Company's Bylaws, in order to be deemed properly presented, notice
must be delivered to the Corporate Secretary of the Company at the principal
executive offices of the Company not less than the close of business on the
120th calendar day prior to the date on which the Company first mailed its proxy
materials for this year's Meeting. The stockholder's notice must set forth, as
to each matter the stockholder proposes to bring before the annual meeting (a) a
description in reasonable detail of the business desired to brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the Company's books of the
stockholder proposing such business and the beneficial owner, if any, on whose
behalf the proposal is made, (c) the number of shares of the Company that are
owned beneficially and of record by the stockholder proposing such business and
by the beneficial owner, if any, on whose behalf the proposal is made, and (d)
any personal or other material interest of such stockholder proposing such
business and the beneficial owner, if any, on whose behalf the proposal is made
in such business. In addition, a stockholder seeking to submit such business at
an annual meeting shall promptly provide any other information reasonably
requested by the Corporation. If a stockholder gives notice of such a proposal
after the Bylaw deadline, the stockholder will not be permitted to present the
proposal to the stockholders for a vote at the meeting.

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 the election of directors, the proposed
amendment to the Company's Certificate of Incorporation regarding its name
change, and the adjournment of the Meeting, as necessary. 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 in the accompanying pre-addressed postage-paid envelope.
Your proxy may be revoked prior to its exercise by delivering to 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 13, 2007 By Order of the Board of Directors

/s/ LINDA M. CARLTON
------------------------------------------
Linda M. Carlton
Asst. Vice President & Corporate Secretary

Appendix A

TOMPKINS TRUSTCO, INC.
EXECUTIVE/COMPENSATION/PERSONNEL
COMMITTEE CHARTER

Membership:

At least three (3) directors as appointed annually by the Tompkins
Trustco, Inc. ("TMP") Board ("the Board"). Each shall be "independent" as
designated by the Board in accordance with American Stock Exchange ("AMEX")
listing standards and pertinent law. Each also shall be a "non-employee
director" and "outside director" for purposes of satisfying requirements of Rule
16b-3 of the Securities and Exchange Act of 1934 and Section 162(m) of the
Internal Revenue Code, respectively.

Duties and Responsibilities:

The Committee shall have the following duties and responsibilities:

1. General oversight of all personnel policies and the administration thereof
for TMP and its subsidiaries.

2. Acts, as necessary, on behalf of the Board pursuant to TMP's bylaws.

3. Reviews and approves annual performance goals and objectives for the chief
executive officer of TMP and the chief executive officer of each subsidiary.

4. Assesses the performance and reviews, determines and recommends to the
Board for approval the compensation of: (a) TMP's chief executive officer; and,
(b) all senior and executive officers of TMP and its subsidiaries.
"Compensation" shall include salary, bonus and incentive awards (if deemed
appropriate) and any other form or amount of remuneration.

5. Reviews, approves or recommends to the Board for approval all plans
relating to deferred compensation to be paid to employees or directors and any
amendments thereto.

6. Administers deferred compensation arrangement for those eligible executive
officers that have elected to participate therein.

7. Reviews long-term incentive compensation plans, including the use of stock
options and other equity-based plans, and makes recommendations to the Board for
amendments thereto, including amendments to be included in the annual proxy
statement for approval by the shareholders.

8. Awards options and administers TMP's stock option plan. It is the
"Committee" as designated in the plan document.

9. Reviews and approves or recommends to the Board for approval changes, or
implementation of employment contracts, including Supplemental Executive
Retirement Agreements.

10. Considers and reviews TMP's benefit plans (including profit-sharing, ISOP,
ESOP, Pension Plans, or 401-K plans) and approves or recommends to the Board for
approval any modifications thereto.

11. Reviews trends in management compensation and, when necessary, approves the
revision of existing plans or oversees the development of new compensation
plans.

12. Reviews the competitiveness of TMP's executive compensation programs to
ensure (a) the attraction and retention of high caliber executive officers, (b)
the motivation of executive officers to achieve TMP's business objectives, and
(c) the alignment of the interest of key leadership with the long-term interests
of TMP's shareholders.

13. Oversees compliance by TMP and subsidiaries with all personnel-related law
and regulations, including approval of appropriate policies and administration
thereof.

14. Reviews the external audits of any benefit plans (e.g., 401-K, ESOP, etc.)
and refers any issues relating thereto to the Audit Committee and/or subsidiary
board as appropriate.

15. Prepares any necessary reports on executive compensation for inclusion in
TMP's proxy statement in accordance with applicable SEC rules and regulations
and AMEX guidelines or requirements.

16. In consultation with the Board and Chief Executive Officer, either the
Committee as a whole or a subcommittee thereof, shall, as part of the executive
succession planning process, evaluate potential successors to the Chief
Executive Officer.

17. Performs any other duties expressly delegated to it by the Board.

The Committee shall have the authority to retain such outside counsel, experts,
and other advisors as it determines appropriate to assist it in the full
performance of its functions.

As permitted by law, the Committee may delegate all or a portion of its duties
and responsibilities to a subcommittee of the Committee. The Committee will
evaluate, at least annually, its performance and this charter.

Appendix B

TOMPKINS TRUSTCO, INC.
2007AUDIT/EXAMINING COMMITTEE CHARTER

I. PURPOSE:

The Audit/Examining Committee ("Audit Committee") and its Chair are appointed by
the Board of Directors to assist the Board of Directors in fulfilling its
oversight responsibilities. The Audit Committee's primary duties and
responsibilities are to:

o Oversee the Company's financial reporting processes and to monitor the
integrity of the Company's financial statements,
o Monitor the independence and qualifications of the Company's independent
auditor,
o Monitor the performance of the Company's independent auditor and internal
auditing department,
o Provide an avenue of communication among the Company's independent auditor,
management, the internal auditing department, and the Board of Directors,
and
o Monitor compliance by the Company with legal and regulatory requirements.

II. AUDIT COMMITTEE COMPOSITION AND MEETINGS

The Audit Committee shall consist of no fewer than three members. Audit
Committee members shall meet the independence and experience requirements of the
American Stock Exchange ("AMEX"), Section 10A(m)(3) of the Securities Exchange
Act of 1934 (the "Exchange Act") and the rules and regulations of the Securities
and Exchange Commission (the "Commission").

The Audit Committee shall meet at least quarterly, or more frequently as
circumstances dictate. The Audit Committee, or its Chair, shall prepare and/or
approve an agenda in advance of each meeting.

The Audit Committee shall hold, at least quarterly, separate executive sessions
with management, with the internal auditor(s) and with the Company's independent
auditor.

Audit Committee members may be replaced by the Board of Directors.

III. AUDIT COMMITTEE AUTHORITY, DUTIES AND RESPONSIBILITIES:

The Audit Committee shall be directly responsible for the appointment,
compensation, retention (or termination) and oversight of the work of any
registered public accounting firm engaged (including resolution of disagreements
between management and the independent auditor regarding financial reporting)
for the purpose of preparing or issuing an audit report or performing other
audit, review or attest services for the Company. The Company's independent
auditor shall report directly to the Audit Committee. The Audit Committee shall
have sole authority to appoint, terminate and replace the Company's independent
auditor.

The Audit Committee has the authority to retain independent legal, accounting or
other advisers, consultants or experts, as the Audit Committee deems necessary
or appropriate in the performance of its duties and responsibilities.

The Company shall provide for appropriate funding, as determined by the Audit
Committee, for the payment of:
o compensation to any registered public accounting firm engaged for the
purpose of preparing or issuing an audit report or performing other audit,
review or attest services for the Company;
o compensation to any advisers, consultants or experts employed by the Audit
Committee; and
o ordinary administrative expenses of the Audit Committee that are necessary
or appropriate in carrying out its duties.

The Audit Committee shall establish procedures for the receipt, retention and
treatment of complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, including procedures for the
confidential, anonymous submission by Company employees of concerns regarding
questionable accounting and auditing matters.

The Audit Committee shall pre-approve all auditing services and permitted
non-auditing services (including the fees and terms of such services), other
than the de minimus exceptions for non-audit services described in Section
10A(i)(1)(B) of the Exchange Act which are approved by the Audit Committee prior
to the completion of the audit, to be provided to the Company by its independent
auditor. The Audit Committee may delegate to one or more designated members of
the Audit 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 Committee at its next scheduled meeting.

The Audit Committee has the authority to conduct any investigation appropriate
to fulfilling its responsibilities and it has direct access to the Company's
independent auditor as well as to any officer or employee of the Company.

The Audit Committee shall prepare the "Audit Committee Report" as required by
the rules of the Commission to be included in the Company's annual proxy
statement.

The Audit Committee shall make regular reports to the Board of Directors. The
Audit Committee shall review and reassess the adequacy of this Charter annually
and recommend any proposed changes to the Board of Directors for approval. The
Audit Committee shall annually perform a self-assessment of its performance.

The Audit Committee, to the extent it deems necessary or appropriate, shall:

1. Review and discuss with management and the Company's independent
auditor the annual audited financial statements of the Company, including the
disclosures made in management's discussion and analysis.

2. Discuss with the Company's independent auditor the matters required
to be discussed by Statement on Auditing Standards (SAS) 61, Communications with
Audit Committees, relating to the conduct of the audit.

3. Obtain, at least annually, the written disclosures and the letter
from the Company's independent auditor required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard No.1, Independence
Discussions with Audit Committees), and discuss with the Company's independent
auditor the auditor's "independence", which shall include a discussion of any
relationships or services disclosed by the independent auditor and how such
relationships and/or services might impact the objectivity and independence of
the auditor.

4. Determine whether to recommend, and, if so determined, recommend, to
the Board of Directors that the audited financial statements be included in the
Company's Annual Report on Form 10-K.

5. Review and discuss with management and the Company's independent
auditor the Company's quarterly financial statements prior to the filing of the
Company's Quarterly Reports on Form 10-Q, including the results of the
independent auditor's review of the Company's quarterly financial statements.

6. Discuss with management and the Company's independent auditor
significant financial reporting issues and judgments made in connection with the
preparation of the Company's financial statements, including any significant
changes in the Company's selection or application of accounting principles, any
major issues as to the adequacy and effectiveness of the Company's internal
controls and procedures for financial reporting and any corrective actions taken
with regard to any significant deficiencies and/or material weaknesses with
respect to the same.

7. Review and discuss annually with the Company's independent auditor:
o all critical accounting policies and practices to be used by
the Company,
o all alternative treatments of financial information within
generally accepted accounting principles ("GAAP") that have
been discussed with management, the ramification of using such
alternative disclosures and treatments, and the treatment
preferred by the Company's independent auditor, and
o other written material communications between management and
the Company's independent auditor, such as any management
letter and management's response(s) to comment therein or
schedule of unadjusted differences; and review and discuss
with the Company's independent auditor prior to the filing of
the Company's Quarterly Reports on Form 10-Q, any significant
or material changes to the foregoing information or any
supplementary or updated information with respect to the
foregoing.

8. Discuss with the Company's legal counsel legal matters that may have
a material impact on the financial statements or the Company's compliance
policies.

9. Review and discuss disclosures made to the Audit Committee by the
Company's principal executive officer and principal financial officer during
their certification process for the Company's Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q about any significant deficiencies in the design
or operation of internal controls which could adversely affect the Company's
ability to record, process, summarize and report financial data and/or any
material weaknesses in internal controls, and any fraud involving management or
other employees who have a significant role in the Company's internal controls.

10. Discuss with management the Company's major financial risk
exposures and the steps management has taken to monitor and control such
exposures, including the Company's risk assessment and risk management policies.

11. Discuss with management and the Company's independent auditor the
effect of regulatory and accounting initiatives as well as off-balance sheet
structures on the Company's financial statements.

12. Review, as required by the Federal Deposit Insurance Corporation
Improvement Act ("FDICIA") Section 112, management's annual assertion with
respect to the system of internal controls and independent accountants' reports
regarding the same.

13. Discuss with management the Company's earnings press releases,
including the use of "pro forma" or "adjusted" non-GAAP financial information
and other financial information and earnings guidance provide to analysts and
rating agencies. Such discussion may be done generally (consisting of discussing
the types of information to be disclosed and the types of presentations to be
made).

14. Discuss with management and the Company's independent auditor any
correspondence with regulators or governmental agencies (including regulatory
examination reports and proposed management responses) and any published
reports, which raise material issues regarding the Company's financial
statements or accounting policies.

15. Meet with the Company's independent auditor prior to the audit to
discuss the planning and staffing of the audit.

16. Review any proposed hiring of employees or former employees of the
Company's independent auditor who participated in any capacity in the audit of
the Company.

17. Confirm with the Company's independent auditor that the auditor has
neither detected nor become aware of any information implicated by Section
10A(b) of the Exchange Act.

18. Evaluate at least annually the qualifications, performance and
independence of the Company's independent auditor. The Audit Committee shall
report its conclusions with respect to the Company's independent auditor to the
Board of Directors.

19. Periodically review with the Corporate Risk Manager or the
Corporate Audit Manager any significant difficulties, disagreements with
management, scope restrictions encountered in the course of the function's work,
and review significant reports to management prepared by the internal auditing
department and management's responses to the same.

20. Discuss with the Company's independent auditor and management the
Internal Audit department responsibilities, budget and staffing and any
recommended changes in the planned scope of the internal audit.

21. Conduct annually and file the Directors' Examination pursuant to
Sections 122 and 123 (Format X-Large Institutions) of New York Banking Law for
applicable Company bank affiliates.

**********
In carrying out its duties and responsibilities the Audit Committee
believes its policies and procedures should remain flexible in order that it can
best react to changing conditions and a changing environment, and to assure the
Board of Directors and the Company's shareholders that the corporate accounting
and financial reporting practices of the Company are in accordance with all
requirements and are of the highest quality.

While the Audit Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements and disclosures
are complete and accurate and are in accordance with GAAP and applicable rules
and regulations. These are the responsibilities of management and the Company's
independent auditor.

Appendix C

ANNUAL MEETING OF STOCKHOLDERS OF
TOMPKINS TRUSTCO, INC.
May 14, 2007

PROXY VOTING INSTRUCTIONS
COMPANY NUMBER 12037
ACCOUNT NUMBER => | |
CONTROL NUMBER => | |

MAIL - Date, sign and mail your proxy card in the envelope provided as soon as
possible.

- OR -

TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) from any touch-tone
telephone and follow the instructions. Have your proxy card available when you
call.

- OR -

INTERNET - Access "www.voteproxy.com" and follow the on-screen instructions.
Have your proxy card available when you access the web page.

You may enter your voting instructions at 1-800-PROXIES or www.voteproxy.com up
until 11:59 PM Eastern Time the day before the cut-off or meeting date.

Please detach along perforated line and mail in the envelope provided IF
you are not voting via telephone or the Internet.
--------------------------------------------------------------------------------

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLACK OR BLUE INK AS SHOWN HERE [X]

The Board of Directors recommends a vote "FOR" proposals 1, 2, and 3.

Proposal No. 1.

1. Election of five (6) directors for a term of three (3) years expiring in
the year 2010 and one (1) director for a term of one (1) year expiring in
the year 2008:

[ ] FOR ALL NOMINEES NOMINEES :
( ) James J. Byrnes (3 years)
[ ] WITHHOLD AUTHORITY ( ) Reeder D. Gates (3 years)
FOR ALL NOMINEES ( ) Carl D. Haynes (3 years)
( ) Michael D. Shay (3 years)
[ ] FOR ALL NOMINEES EXCEPT ( ) Michael H. Spain (3 years)
(See INSTRUCTIONS below.) ( ) William D. Spain, Jr. (3 years)
( ) Stephen S. Romaine (1 year)

INSTRUCTIONS: To withhold authority to vote for any individual Nominee(s), mark
"FOR ALL NOMINEES EXCEPT" and fill in the circle next to each Nominee(s) with
respect to whom you withhold authority to vote, as shown here: ?

Proposal No. 2.

2. To approve an amendment to the Company's Certificate of Incorporation to
change the name of the Company to Tompkins Financial Corporation.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

Proposal No. 3.

3. To approve the adjournment of the Annual Meeting, if necessary, to solicit
additional proxies.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

In their discretion, the proxies will vote upon such other business as may
properly come before the Annual Meeting or any adjournment thereof.

Management at present knows of no other business to be presented at the Annual
Meeting.

TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD.

To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that changes
to the registered name(s) on the account may not be submitted via this
method.[ ]

Signature of Stockholder __________________ Date _______, 2007 Signature of Stockholder __________________ Date________, 2007

NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.

TOMPKINS TRUSTCO, INC.

Annual Meeting of Stockholders to be held Monday, May 14, 2007

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 OF STOCKHOLDERS ON MONDAY, MAY 14, 2007

The undersigned stockholder of TOMPKINS TRUSTCO, INC. (the "Company") hereby
constitutes and appoints Francis M. Fetsko and Linda M. Carlton, and each of
them, as agent and 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 and that the undersigned would be entitled
to vote at the Annual Meeting of Stockholders to be held at 5:30 p.m. at the
Country Club of Ithaca, 189 Pleasant Grove Road, Ithaca, NY, on Monday, May 14,
2007, 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 TO VOTE IN ACCORDANCE WITH THE
INSTRUCTIONS INDICATED ON THE REVERSE SIDE. IF NO INSTRUCTION IS GIVEN ON THE
REVERSE SIDE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF ALL NOMINEES FOR
DIRECTOR LISTED ON THE REVERSE SIDE, "FOR" THE PROPOSAL TO AMEND THE COMPANY'S
CERTIFICATE OF INCORPORATION TO CHANGE ITS CORPORATE NAME, AND "FOR" THE
PROPOSAL TO ADJOURN THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES. THE PROXIES WILL 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 13, 2007, relating to the Annual Meeting of Stockholders
to be held May 14, 2007. (Signature on the reverse side is required.)

(Continued and to be marked, signed and dated on reverse side.)

COMMENTS:

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P.O. Box 460, Ithaca, New York 14851
(607) 273-3210
www.tompkinstrustco.com