Edgar Filing: TOMPKINS TRUSTCO INC

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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TOMPKINS TRUSTCO, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)

------------------------------------------------------------------------
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TOMPKINS [GRAPHIC OMITTED]
TRUSTCO INC.

April 9, 2004

NOTICE OF 2004 ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS OF TOMPKINS TRUSTCO, INC.

The annual meeting of stockholders (the "Meeting") of Tompkins Trustco, Inc.
("Tompkins" or the "Company") will be held on Tuesday, May 11, 2004 at 6:00
p.m., in the Grand Ballroom at the Clarion University Hotel & Conference Center,
One Sheraton Drive, Ithaca, New York, for the following purposes:

1. To elect five (5) Directors for a term of three (3) years expiring in
the year 2007, and one (1) Director for a term of one year (1) expiring
in the year 2005;

2. 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 26, 2004 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 will be held at 11:00 a.m. on Wednesday,
May 12, 2004, for our stockholders in the Castile area at the Batavia Party
House, Batavia, New York.

A stockholder's information meeting will be held at 6:00 p.m. on Wednesday,
May 19, 2004, for our stockholders in the Mahopac area at the Mahopac Golf Club,
Mahopac, New York.

Enclosed with this notice are the attached 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 2003 fiscal year, and
the Company's 2003 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 attached proxy statement. You may vote by telephone, via the
Internet, or mark, sign, date, and return the enclosed form of proxy without
delay 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
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 & Chief Executive Officer Asst. Vice President & Corporate
Secretary

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

[This Page Intentionally Left Blank]

TOMPKINS [GRAPHIC OMITTED]
TRUSTCO INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 11, 2004

This proxy statement together with the form of proxy is being mailed to
stockholders on or about April 9, 2004 in connection with the solicitation by
the Board of Directors of TOMPKINS TRUSTCO, INC. ("Tompkins" or the "Company"1)
of proxies to be used at the annual meeting of stockholders (the "Meeting") of
the Company to be held at 6:00 p.m. on Tuesday, May 11, 2004 and any adjournment
thereof.

VOTING

Only stockholders of record at the close of business on March 26, 2004 will
be entitled to vote. On March 26, 2004, there were 8,167,054 shares of common
stock of the Company, par value $0.10 per share (the "Common Stock"),
outstanding. Unless otherwise noted, all share numbers and share prices
reflected in this proxy statement have been adjusted to give effect to a stock
dividend paid during the 2003 fiscal year. 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 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 shall
specify 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 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 at least a majority of the total
number 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.
Directors shall be elected by a plurality of the eligible votes cast, and such
other business as may properly come before the Meeting will be determined by a
majority of the eligible votes cast. Abstentions, in person or by proxy, and
broker non-votes shall be counted toward a quorum, but abstentions and broker
non-votes are not deemed to be votes cast and therefore have no effect on the
outcome of the vote, which requires either a plurality or majority of the "votes
cast," depending upon the proposal. Votes withheld in connection with the
election of one or more of the nominees for Director will not be counted as
votes cast and will have no effect on the outcome of the election.

--------------------------
(1) References in this proxy statement to "Tompkins" or the "Company" shall
include the Company's subsidiaries - Tompkins Trust Company, The Bank of
Castile, Mahopac National Bank, and Tompkins Insurance Agencies, Inc. unless the
context indicates otherwise.

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of March 26, 2004,
with respect to the beneficial ownership of the Company's Common Stock by: (i)
each stockholder known by the Company to be the beneficial owner of more than 5%
of the Company's Common Stock; (ii) each Director and nominee; (iii) each
executive officer named in the Summary Compensation Table; and (iv) 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 and Executive Officers
John E. Alexander+ 13,962(2) **
James J. Byrnes*+ 68,206(3) **
James W. Fulmer*+ 82,674(4) 1.01
Stephen E. Garner* 26,559(5) **
Reeder D. Gates+ 92,798(6) 1.14
William W. Griswold+ 5,068(7) **
James R. Hardie+ 70,274(8) **
Elizabeth W. Harrison++ 219 **
Bonnie H. Howell+ 4,820(9) **
Hunter R. Rawlings, III+ 1,874(10) **
Stephen S. Romaine* 9,483(11) **
Thomas R. Salm+ 3,223(12) **
Michael H. Spain+ 382,434(13) 4.68
William D. Spain, Jr.+ 381,938(14) 4.68
Donald S. Stewart* 49,631(15) **
Craig Yunker+ 8,840(16) **
All Directors and executive
officers as a group (22 persons) 942,123 11.43

Investment Services Division of the Tompkins Trust
Company in the fiduciary capacity indicated:

Executor, Trustee or Co-Trustee 887,775(17) 10.77

Trustee for the Tompkins Trustco 595,990(17) 7.23
Employee Stock Ownership and
Investment & Stock Ownership Plans

Agent or Custodian 224,311(17) 2.72

--------------------------
* Named Executive Officer
+ Director of the Company
++Nominee for Director of the Company
** Less than 1 percent

(1) The number of shares beneficially owned by each person or group as of
March 26, 2004 includes shares of Common Stock that such person or group
had the right to acquire on or within 60 days after March 26, 2004,
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 26, 2004. 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 8,167,054 shares of Common Stock
outstanding on March 26, 2004 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 26, 2004.

(2) Includes 1,256 shares owned by Mr. Alexander's spouse and 1,414 shares
held in trust pursuant to the Company's 1996 Stock Retainer Plan for
Non-Employee Directors. Directors have no voting or investment power with
respect to such shares.

(3) Includes 18,900 shares held in the Company's Employee Stock Ownership Plan
and 2,750 shares that Mr. Byrnes may acquire by exercise of options
exercisable at March 26, 2004 or 60 days thereafter.

(4) Includes 10,060 shares held in the Company's Employee Stock Ownership
Plan, 22,000 shares owned by Mr. Fulmer's spouse, 275 shares held by Mr.
Fulmer as Custodian, under the Uniform Transfers to Minors Act, for his
son, and 9,898 shares that Mr. Fulmer may acquire by exercise of options
exercisable at March 26, 2004 or 60 days thereafter.

(5) Includes 1,826 shares held in the Company's Employee Stock Ownership Plan
and 23,980 shares that Mr. Garner may acquire by exercise of options
exercisable at March 26, 2004 or 60 days thereafter.

(6) Includes 71,369 shares held in the R. D. Gates, Ltd. Employee Profit
Sharing Fund, 2,186 shares owned by Mr. Gates's spouse and 1,302 shares
held in trust pursuant to the Company's 1996 Stock Retainer Plan for
Non-Employee Directors. Directors have no voting or investment power with
respect to such shares.

(7) Includes 1,554 shares held in trust pursuant to the Company's 1996 Stock
Retainer Plan for Non-Employee Directors. Directors have no voting or
investment power with respect to such shares.

(8) Includes 274 shares held in the Company's Employee Stock Ownership Plan.

(9) Includes 904 shares held in trust for Ms. Howell pursuant to the Company's
1996 Stock Retainer Plan for Non-Employee Directors. Directors have no
voting or investment power with respect to such shares.

(10) Includes 1,165 shares held in trust for Mr. Rawlings pursuant to the
Company's 1996 Stock Retainer Plan for Non-Employee Directors. Directors
have no voting or investment power with respect to such shares.

(11) Includes 986 shares held in the Company's Employee Stock Ownership Plan
and 8,497 shares that Mr. Romaine may acquire by exercise of options
exercisable at March 26, 2004 or 60 days thereafter.

(12) Includes 651 shares owned by Mr. Salm's spouse and 1,491 shares held in
trust pursuant to the Company's 1996 Stock Retainer Plan for Non-Employee
Directors. Directors have no voting or investment power with respect to
such shares.

(13) Includes 347,692 of the 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 69,538 shares which
represents his indirect pecuniary interest, through his ownership of 20%
of W. D. Spain & Sons Limited Partnership. Mr. Spain's beneficial
ownership also includes 199 shares held in trust pursuant to the Company's
1996 Stock Retainer Plan for Non-Employee Directors. Directors have no
voting or investment power with respect to such shares.

(14) Includes 347,692 of the 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 69,538 shares which
represents his indirect pecuniary interest, through his ownership of 20%
of W. D. Spain & Sons Limited Partnership. Mr. Spain's beneficial
ownership also includes 296 shares held in trust pursuant to the Company's
1996 Stock Retainer Plan for Non-Employee Directors. Directors have no
voting or investment power with respect to such shares.

(15) Includes 9,052 shares held in the Company's Employee Stock Ownership Plan,
9,817 shares that Mr. Stewart may acquire upon exercise of options
exercisable at March 26, 2004 or within 60 days thereafter, and 11,567
shares owned by Mr. Stewart's spouse.

(16) Includes 688 shares owned by Mr. Yunker's sons and 389 shares held in
trust pursuant to the Company's 1996 Stock Retainer Plan for Non-Employee
Directors. Directors have no voting or investment power with respect to
such shares.

(17) As of March 26, 2004, Tompkins Investment Services (a division of the
Tompkins Trust Company (the "Trust Company") held 1,708,076 shares of
Common Stock of the Company, representing 20.72 percent of the issued and
outstanding shares of Common Stock. Of such shares, 887,775 shares are
held in a fiduciary capacity as Executor, Trustee or Co-Trustee. Where the
Trust Company is sole executor or trustee, such shares 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 1,708,076 shares mentioned
above, 595,990 shares, or 7.23 percent of the outstanding shares, are held
by the Tompkins Trustco, Inc. Employee Stock Ownership and Investment &
Stock Ownership Plans, for which all shares have been allocated to
participant accounts. Individual plan participants vote these shares. In
addition, 224,311 shares are held as Agent or Custodian with the voting
power retained by the owner. Such shares represent 2.72 percent of the
Common Stock outstanding. Tompkins Trust Company's address is The Commons,
P.O. Box 460, Ithaca, New York 14851.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board is divided into three classes, with the classes of Directors
serving for staggered three-year terms that expire in successive years. Five of
the nominees for Director are currently Directors of the Company standing for
re-election, as their terms expire as of the date of the Meeting. The sixth
nominee, Elizabeth W. Harrison, for Director has been nominated by the
Nominating/Corporate Governance Committee upon recommendation of an executive
officer of the Company to serve until the 2005 annual meeting of stockholders.

At the Meeting, stockholders will elect five Directors to hold office until
the 2007 annual meeting of stockholders and one Director to hold office until
the 2005 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 persons named in the proxy to represent stockholders at the Meeting are:
Joseph H. Perry 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 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 continuing
Director's name, age, the year he or she first became a Director and the year in
which his or her term will expire. 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
--------------------------------------------------------------------------------
Board Nominees For Terms To Expire In 2007
--------------------------------------------------------------------------------
James J. Byrnes 62 1989 2007
Reeder D. Gates 58 1985 2007
Bonnie H. Howell 56 1982 2007
Michael H. Spain 46 2000 2007
William D. Spain, Jr. 52 2000 2007

--------------------------------------------------------------------------------
Board Nominee For Term To Expire In 2005
--------------------------------------------------------------------------------
Elizabeth W. Harrison 53 -- 2005

--------------------------------------------------------------------------------
Directors Continuing In Office
--------------------------------------------------------------------------------
James W. Fulmer 52 2000 2006
William W. Griswold 46 1996 2006
James R. Hardie 61 2001 2006
Thomas R. Salm 63 1981 2006

John E. Alexander 51 1993 2005
Hunter R. Rawlings, III 59 1996 2005
Craig Yunker 53 2000 2005

Business Experience of Directors, including Director Nominees

James J. Byrnes has served as the Company's Chief Executive Officer since
1995 and has served as the Chairman of the Board of Directors of the Company
since 1992. From 1995 until January 24, 2000, Mr. Byrnes also served as the
President of the Company. Mr. Byrnes currently serves as Chairman of the Board
of Directors of Tompkins Trust Company. Additionally, from 1989 until December
31, 2002, Mr. Byrnes served as the President and Chief Executive Officer of
Tompkins Trust Company. He also serves as a Director of Mahopac National Bank,
Tompkins Insurance Agencies, Inc., The Bank of Castile and the New York Business
Development Corporation.

Reeder D. Gates has served as a Director of the Company since 1995 and as a
Director of Tompkins Trust Company since 1985. Mr. Gates is President of R. D.
Gates, Ltd., a company engaged in community pharmacies.

Bonnie H. Howell has served as a Director and as Vice Chair of the Board of
Directors of the Company since 1995. She has also served as a Director of
Tompkins Trust Company since in 1982 and as Vice Chair of the Board of Directors
of Tompkins Trust Company since 1992. Ms. Howell was President and Chief
Executive Officer of Cayuga Medical Center at Ithaca until her retirement on
December 31, 2002. She also serves as a Director of the Hospital's Underwriters
Mutual and Medical Liability Mutual Insurance Company, and Trustee of the
Hospital Association of New York State.

Michael H. Spain has served as a Director of the Company since 2000. Mr.
Spain also serves as a Director of Mahopac National Bank. He has served as a
Director of Mahopac National Bank 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, a real estate holding company, 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
has served as a Director of Mahopac National Bank since 1991 and as Chairman 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.

Elizabeth W. Harrison has been nominated to serve as a Director of the
Company. She is President and Chief Executive Officer of the Genesee Country
Village & Museum and has served in such capacity since November 1999. She also
serves on the Museum's Board of Trustees. 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. She has served as a Director
of The Bank of Castile since February 2002. Ms. Harrison also serves as a
Commissioner on the Town of Wheatland Economic Development Commission, and as a
Trustee for other not-for-profit organizations, including the Rochester
Philharmonic Orchestra.

James W. Fulmer has served as President and a Director of the Company since
2000. He has served as a Director of The Bank of Castile 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 has served as a Director of Mahopac National Bank since
1999, and as Chairman of Tompkins Insurance Agencies, Inc. since January 1,
2001. He served as the President and Chief Executive Officer of Letchworth
Independent Bancshares Corporation from 1991 until the 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. He serves as a Director of the United
Memorial Medical Center, Erie & Niagara Insurance Association, Cherry Valley
Cooperative Insurance Company, and the Monroe Title Insurance Association, and
is Treasurer of Genesee County Industrial Development Agencies, Inc.

William W. Griswold has served as a Director of the Company and as a
Director of Tompkins Trust Company since 1996. Mr. Griswold also serves as the
President and Chief Executive Officer and as a Director of Ontario Telephone
Company, Inc., and Trumansburg Telephone Company, Inc. (collectively the
"Ontario and Trumansburg Telephone Companies"), where he has been employed since
1979. Mr. Griswold also serves as Vice President of Trucell, Inc., a subsidiary
of Trumansburg Telephone Company, Inc. that formerly provided cellular service.
He has served as its Vice President since 1996.

James R. Hardie was elected a Director of the Company effective February 1,
2001. 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, Inc., a wholly-owned subsidiary of the
Company. Effective January 1, 2003, Mr. Hardie's role as President and Chief
Executive Officer was assumed by David S. Boyce. Mr. Hardie became Vice Chair of
the Board of Tompkins Insurance Agencies, Inc., effective August 1, 2002. Mr.
Hardie is a partner in Hardie-Ellwood, a leasing company, and a stockholder in
Moeller Hardie Jewelers.

Thomas R. Salm has served as a Director of the Company since 1995 and as a
Director of Tompkins Trust Company since 1981. Prior to his retirement on August
31, 2002, Mr. Salm served as Vice President for Business Affairs at Ithaca
College, Ithaca, New York.

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 is a principal
stockholder and serves as President and Chief Executive Officer of The CBORD
Group, Inc., a computer software company, which Mr. Alexander founded in 1975.

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 currently is a Professor in the Cornell Classics
Department and University President Emeritus.

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, CCR Farming, LLC, CY Heifer Farm, LLC, Batavia
Turf, LLC, companies engaged in farming, and Agricultural Development Services,
LLC, an agricultural consulting business.

MATTERS RELATING TO THE BOARD OF DIRECTORS

Board of Directors Meetings and Committees

During the 2003 fiscal year, the Board of Directors held four regular
meetings and no special meetings. During this period, all of the Directors
attended or participated in more than 75% 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,
except that the aggregate number of meetings of the Company's Board of Directors
and committee meetings attended by Bonnie H. Howell (50%), Hunter R. Rawlings,
III (67%) and William D. Spain, Jr. (72%) was less than 75% during the 2003
fiscal year. Ms. Howell and Messrs. Rawlings and Spain 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 the 2002 fiscal year was held on May
12th and the following Directors were in attendance: James J. Byrnes, Bonnie H.
Howell, James W. Fulmer, Reeder D. Gates, William W. Griswold, James R. Hardie,
Edward C. Hooks, Hunter R. Rawlings III, Thomas R. Salm, Michael H. Spain,
William D. Spain, Jr. and Craig Yunker. Mr. John E. Alexander was not able to be
present at the meeting.

The Board currently has, and appoints the members of, four standing
committees: the Executive/Compensation/Personnel Committee, the Audit/Examining
Committee, the Nominating/Corporate Governance Committee and the Pension
Administration Committee. Each of the Audit/Examining Committee and the
Nominating/ Corporate Governance Committee has a written charter approved by the
Board of Directors. A copy of the Audit/Examining Committee's charter is
attached to this Proxy Statement as Appendix A and a copy of the Nominating/
Corporate Governance Committee's charter is attached hereto as Appendix B.

The current members of the committees are identified in the following table:

Executive/Compensation/ Nominating/
Director Personnel Audit/Examining Corporate Governance Pension Administration
-------------------------------------------------------------------------------------------------------------

John E. Alexander -- X X --
-------------------------------------------------------------------------------------------------------------
James J. Byrnes -- -- -- Chair
-------------------------------------------------------------------------------------------------------------
Bonnie H. Howell Chair Alternate Chair --
-------------------------------------------------------------------------------------------------------------
Reeder D. Gates X -- X --
-------------------------------------------------------------------------------------------------------------
William W. Griswold X Chair -- --
-------------------------------------------------------------------------------------------------------------
Thomas R. Salm X X X X
-------------------------------------------------------------------------------------------------------------
Hunter R. Rawlings, III -- -- -- X
-------------------------------------------------------------------------------------------------------------
Craig Yunker X -- -- --
-------------------------------------------------------------------------------------------------------------

The Executive/Compensation/Personnel Committee met five times during the
2003 fiscal year. This committee reviews and approves salaries and other matters
relating to executive compensation, including determining the compensation of
the Company's Chief Executive Officer, and administers the Company's stock
option plans, including reviewing and granting stock options to executive
officers and other employees. This committee also reviews and approves various
other company compensation policies and matters and is responsible for assuring
that the Company's executive officers are compensated effectively 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 listing standards
of the American Stock Exchange ("AMEX"). For more information about the duties
and responsibilities of this committee, see "Report of the
Executive/Compensation/Personnel Committee of the Board of Directors."

The Audit/Examining Committee met five times during the 2003 fiscal year.
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 Mr. John Alexander
and Mr. William Griswold each qualify as an "audit committee financial expert"
as defined in Item 401(h) of Regulation S-K and that each of the members of the
Audit/Examining Committee satisfies the independence standards in Section 121A
of the AMEX listing standards and Rule 10A-3 under the Securities Exchange Act
of 1934, as amended.

The Nominating/Corporate Governance Committee met three times during the
2003 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 the listing requirements of the
American Stock Exchange 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
candidates for election to the Board. The process for electing director nominees
entails making a preliminary assessment of each candidate based upon his or her
resume and other biographical information, his or her 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 Tompkins
at that time. Based upon this preliminary assessment, candidates who appear to
be the best fit will be invited to participate in a series of interviews. At the
conclusion of this process, if it is determined that the candidate will be a
good fit, the committee will nominate the candidate to the Board for election at
the next annual meeting of stockholders. If the director nominee is a current
Board member, the committee also considers prior Board performance and
contributions. The committee uses the same process for evaluating all candidates
regardless of the source of the nomination.

The minimum qualifications and attributes that the committee believes must
be possessed by a director nominee include: high personal values; judgment and
integrity; an understanding of the regulatory and policy environment in which
Tompkins conducts its business; an understanding of, and interest in, the
committees served by Tompkins; 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/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 Committee met two times during the 2003 fiscal year. This
committee is responsible for administering the Tompkins Trustco, Inc. Retirement
Plan and the Tompkins Trustco, Inc. Deferred Compensation Plan for Selected
Officers.

Director Compensation

It is the general policy of the Board that compensation for independent
Directors should be a mix of cash and equity-based compensation. Employee
Directors are not paid for Board service in addition to their regular employee
compensation.

During the 2003 fiscal year, each non-employee director (other than Bonnie
Howell) received a fee of $650 for each Board meeting attended and a fee of $275
for each committee meeting attended (collectively, the "Meeting Fees"). In
addition, each non-employee director (other than Bonnie Howell) who served as a
committee chair was paid an annual stipend of $1,000 (the "Annual Stipend").
Meeting Fees are paid quarterly and the Annual Stipend is paid at the end of the
fiscal year. Pursuant to the 1996 Stock Retainer Plan for Non-Employee
Directors, as amended (the "Retainer Plan"), non-employee Directors are issued
shares of Common Stock, in lieu of cash, as payment of their Meeting Fees and,
as applicable, their Annual Stipend. Each Director participating in the Retainer
Plan may elect to defer receipt of the stock retainer. In fiscal 2003, Director
Bonnie Howell did not receive Meeting Fees or the Annual Stipend. In lieu of
Meeting Fees and the Annual Stipend, Ms. Howell was paid an annual retainer fee
of $25,500 for her services as Vice Chair of the Board of Directors. A portion
of this annual retainer was paid in shares of Common Stock (63 shares of Common
Stock), which were deferred and placed in a trust account pursuant to the
Retainer Plan.

Aggregate fees paid by the Company to non-employee Directors, exclusive of
the annual retainer paid to Ms. Howell, in 2003 for Meeting Fees and the Annual
Stipend were $55,925 (a portion of which included a $750 quarterly retainer paid
to non-employee Directors who also served as directors in fiscal 2003 of
Tompkins Trust Company - John E. Alexander, Reeder D. Gates, William W.
Griswold, Hunter R. Rawlings, III, Thomas R. Salm and Edward C. Hooks who was a
Director in fiscal 2003) paid through the issuance of 1,190 shares of Common
Stock, which were deferred and placed in a trust account pursuant to the
Retainer Plan.

CORPORATE GOVERNANCE MATTERS

Stockholder Communications with Directors

Stockholders may communicate concerns to the Board 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 will review all
correspondence and will determine whether the correspondence should be presented
to the Board. If either of them determines that a communication should be
reviewed by the Board, it will be presented to the full Board for its review and
consideration.

Policy Regarding Directors Attendance at Annual Meetings

The Company does not have a policy that requires the attendance of all
Directors at the Annual Meetings. Although the Board strongly encourages
attendance.

Directors and Executive Officers - Code of Ethics

The Board of Directors has adopted the Tompkins Trustco Inc. Code of Ethics
for Chief Executive Officer and Senior Financial Officers that applies to the
Company's Chief Executive Officer and Chief Financial Officer. A copy of the
Code of Ethics is available at the Company's Investor Relations website -
"Corporate Governance" (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.

EXECUTIVE COMPENSATION

Report of the Executive/Compensation/Personnel 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 Securities
Exchange Act of 1934, except to the extent that the Company specifically
requests that such information be treated as "soliciting material" or
specifically incorporates it by reference into a document filed under the
Securities Act of 1933 or the Securities Exchange Act of 1934.

Overview of Executive Compensation Goals and Objectives

The Executive/Compensation/Personnel Committee (the "Compensation
Committee") is responsible for determining and/or recommending to the full Board
the compensation of the Company's executive officers, including the executive
officers identified in the Summary Compensation Table. A goal of the
Compensation Committee is to maintain 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 a select group of banking institutions of similar size,
geographic market and business makeup. Toward that end, the Compensation
Committee considered approximately 10 banking companies which it believed were
reasonably comparable to the Company's asset size and performance and which were
located in New York State. The pertinent information pertaining to the companies
forming the comparative group considered by the Compensation Committee was
gathered from information available to the public and from a survey developed by
the Independent Bankers Association of New York (IBANYS) which survey provided
information about the compensation practices of community banking institutions
in New York State.

Based upon the information reviewed by the Compensation Committee, the
Committee believes the Company's executive compensation practices for fiscal
2003 were appropriate.

Components of Executive 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, 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's annual cash bonus program seeks to motivate
executives to work effectively to achieve the Company's financial performance
objectives and to reward them when objectives are met.

Long-term, equity-based awards. The Committee believes that stock option
grants (1) align executive 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 Committee
recognizes that 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.

Executive Compensation for Fiscal 2003

In determining the compensation for the Company's executive officers for
fiscal 2003, including the compensation of the Company's Chief Executive
Officer, the Compensation Committee considered, but did not formally weight, 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 2003 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). The Compensation Committee believes that the total
compensation provided to the Company's executive officers is competitive and
reflects the Company's performance.

This report was prepared by the Executive/Compensation/Personnel Committee
of the Board of Directors:

Members of the Compensation Committee
Bonnie H. Howell, Chair Reeder D. Gates William W. Griswold
Thomas R. Salm Craig Yunker

Compensation Committee Interlocks and Insider Participation

The members of the Executive/Compensation/Personnel Committee for the 2003
fiscal year were Bonnie H. Howell, Thomas R. Salm, Reeder D. Gates, Craig Yunker
and William W. Griswold. No member of this committee was at any time during the
2003 fiscal year or at any other time an officer or employee of Tompkins. No
executive officer of Tompkins 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 Tompkins Board of Directors or
the Executive/Compensation/Personnel Committee during the 2003 fiscal year.

William W. Griswold, serves as president and chief executive officer and as
a director of Ontario Telephone Company, Inc. and Trumansburg Telephone Company,
Inc. and as vice president of Trucell, Inc., a wholly owned subsidiary of
Trumansburg Telephone Company. During the 2003 fiscal year, the Company
purchased telecommunication, network and computer equipment and services from
Finger Lakes Technologies Group, Inc., a wholly owned subsidiary of Ontario
Telephone Company and Trumansburg Telephone Company and telephone service from
the Trumansburg Telephone Company. During fiscal 2003, the Company paid Finger
Lakes Technologies Group and Trumansburg Telephone Company a total of $160,879
and $16,386, respectively, for products and services. Tompkins anticipates that
it will retain Finger Lakes Technology Group to provide the Company with
installation and maintenance services during the 2004 fiscal year.

The following table sets forth information concerning the compensation paid
by the Company, for each of the fiscal years ended December 31, 2003, 2002 and
2001, to its Chief Executive Officer and to each of its four other most highly
compensated executive officers (based on total salary and bonus for the last
completed fiscal year) (the "Named Executive Officers") who were serving as
executive officers at the end of the fiscal year ended December 31, 2003, and
whose compensation exceeded $100,000.

SUMMARY COMPENSATION TABLE

Long-Term
Annual Compensation Compensation
----------------------------------------------------------------------------------------------------------------------
Securities
Name and Principal Other Annual Underlying All Other
Position Year Salary(1) Bonus(2) Compensation(3) Options(#)(4) Compensation(5)
----------------------------------------------------------------------------------------------------------------------

JAMES J. BYRNES 2003 $395,000 $165,000 $704,512 0 $41,922
Chairman of the Board, 2002 375,000 150,000 416,183 0 44,206
President & Chief 2001 346,500 150,000 451,862 11,000 37,056
Executive Officer

STEPHEN E. GARNER 2003 $240,000 $ 75,000 0 0 $28,322
President & CEO 2002 197,000 60,000 92,600 11,000 23,918
Tompkins Trust Company 2001 187,000 104,000 0 5,500 20,993

JAMES W. FULMER (1) 2003 $206,000 $ 75,000 0 0 $21,281
President of the Company 2002 199,000 65,000 0 0 20,435
Chairman, President & CEO 2001 189,000 60,000 0 0 29,547
of The Bank of Castile

STEPHEN S. ROMAINE (1) 2003 $157,000 $ 47,000 0 0 $17,013
President & CEO of 2002 127,000 30,480 0 6,600 15,763
Mahopac National Bank 2001 121,000 29,040 0 3,850 14,548

DONALD S. STEWART 2003 $150,000 $ 43,000 $ 7,611 0 $18,032
Executive Vice President 2002 143,000 43,000 7,417 6,600 16,511
Senior Trust Officer 2001 137,000 38,000 7,557 0 17,438

(1) Includes Directors fees for Mr. Fulmer's service on the boards of Bank of
Castile and Mahopac National Bank; Includes Directors fees for Mr.
Romaine's service on the board of Mahopac National Bank.

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

(3) In accordance with SEC rules, amounts received for perquisites and other
personal benefits with a value equal to the lesser of $50,000 or 10% of
the total annual salary and bonuses reported for a named executive officer
are not included. In fiscal year 2002, the Company reimbursed Mr. Garner
for his moving expenses. Reflects value realized as a result of stock
options exercised during the 2003 fiscal year James J. Byrnes - $704,512
and Donald S. Stewart - $7,611.

(4) Where applicable, adjusted for 10% stock dividend.

(5) Includes amounts matched on salary deferral pursuant to the Company's
Investment and Stock Ownership Plan. Includes amounts paid pursuant to the
profit sharing item referenced in the Company's Investment and Stock
Ownership Plan and the Company's Employee Stock Ownership Plan. Includes
taxable amounts of applicable life insurance premiums paid on the
executive's behalf by the Company.

BENEFIT PLANS

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

The Company has a severance agreement with James J. Byrnes, Chairman and
Chief Executive Officer, which provides for severance payments equal to
approximately three times his annualized tax-includable compensation under
certain circumstances. The payment terms of this agreement are triggered should
certain events take place which seek to effect a "change of control" (as defined
in the agreement) of the Company. In the event a change of control and
termination of Mr. Byrnes's employment within two years of such change-in
control, he will be entitled to one lump sum cash payment per the severance
agreement.

In connection with the merger of Letchworth Independent Bancshares
Corporation ("LIBC") with and into Tompkins, the Company assumed all of LIBC's
obligations under its employment agreement with James W. Fulmer. During 2003,
Mr. Fulmer served as the President of Tompkins, Chief Executive Officer of The
Bank of Castile and the Chairman of the Board of Directors of The Bank of
Castile. Pursuant to the terms of the agreement, as amended, each year the term
of Mr. Fulmer's employment agreement is automatically extended for an additional
year so that the term of the employment agreement is always three (3) years. In
the event that the Company terminates the employment agreement without "cause,"
as that term is defined in the agreement, the Company is required to pay Mr.
Fulmer, as severance pay, his annual compensation plus all fringe benefits for a
period of three (3) years from the date of such termination.

Stephen E. Garner has an employment agreement with the Company. Each year,
the term of Mr. Garner's employment agreement is automatically extended for an
additional year so that the term of the employment agreement is always three (3)
years. In the event that the Company terminates the employment agreement without
"cause," as that term is defined in the agreement, the Company is required to
pay Mr. Garner, as severance pay, his annual compensation for a period of
eighteen (18) months from the date of such termination. In addition, in the
event that the Company terminates the employment agreement without "cause" as a
result of a "significant event," as that term is defined in the agreement, the
Company is required to pay Mr. Garner, as severance pay, his annual compensation
for the remainder of the then current three (3) year term of the employment
agreement.

Stephen S. Romaine has an employment agreement with Mahopac National Bank.
Each year, the term of Mr. Romaine's employment agreement is automatically
extended for an additional year so that the term of the employment agreement is
always two (2) years. In the event that the Company terminates the employment
agreement without "cause," as that term is defined in the agreement, the Company
is required to pay Mr. Romaine, as severance pay, his annual compensation for a
period of twelve (12) months from the date of such termination. In addition, in
the event that the Company terminates the employment agreement without "cause"
as a result of a "significant event," as that term is defined in the agreement,
the Company is required to pay Mr. Romaine, as severance pay, his annual
compensation for the remainder of the then current two (2) year term of the
employment agreement.

Life Insurance

Life insurance benefits are provided to certain officers of the Company. The
Company has entered into life insurance contracts for the respective executives.
These insurance contracts are carried at cash surrender value on the
consolidated statements of 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 consolidated
statements of income.

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.
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. During the 2003 fiscal year, Tompkins granted options to acquire
6,600 shares of Common Stock. No stock options were granted to the Named
Executive Officers in fiscal year 2003. Tompkins has never granted stock
appreciation rights.

Outstanding Options of Named Executive Officers. The following table shows
the aggregate number of options outstanding as of December 31, 2003 for each of
Named Executive Officers, and for all executive officers of the Company as a
group.

Number of Options Average Price Per
Name Outstanding Option Outstanding (1)
--------------------------------------------------------------------------------
James J. Byrnes 11,000 $34.32
Stephen E. Garner 39,105 $26.39
James W. Fulmer 33,000 $24.20
Stephen S. Romaine 17,985 $29.33
Donald S. Stewart 20,377 $26.77
All executive officers
as a Group 185,129 $28.61(2)
--------------------------------------------------------------------------------
(1) This price represents the weighted average of the fair market value, as
that term is defined in the option plan, of the Common Stock of the
Company on the date that the options were granted.

(2) This price represents a weighted average of the exercise price of all of
the options currently outstanding to all executive officers of the
Company.

Options Exercised and Value for 2003. The following table sets forth
information concerning the exercise of options by each Named Executive Officer
during the 2003 fiscal year and the potential value of unexercised
"in-the-money" options held by them as of the end of the fiscal year. Options
are "in-the-money" if the fair market value of the underlying shares of Common
Stock exceeds the exercise price of the option. The value of exercised options
represents the difference between the fair market value of the shares of Common
Stock on the date of exercise less the aggregate exercise price established on
the grant date. The value of unexercised "in-the-money" options is based on the
average price of Tompkins Common Stock on December 31, 2003, the last trading
day of fiscal 2003, of $46.05 per share, minus the exercise price, multiplied by
the number of shares of Common Stock issuable upon exercise of the option. These
values have not been, and may never be, realized.

Aggregated Option Exercises During Fiscal 2003 and
OptionValues on December 31, 2003

Value of
Number of Unexercised
Unexercised In-the-Money
Options Options
at Year-End (#) at Year-End ($)
--------------- ---------------
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
----------------------------------------------------------------------------------------------

James J. Byrnes 24,750 $704,512 2,750/ 8,250 $ 32,258/$ 96,773
Stephen Garner 0 0 23,980/15,125 $642,739/$125,936
James W. Fulmer 0 0 16,498/16,502 $360,481/$360,569
Stephen S. Romaine 0 0 8,497/ 9,488 $220,154/$ 80,406
Donald S. Stewart 409 $ 7,611 10,477/ 9,900 $274,231/$118,635

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information, as of December 31, 2003,
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 future issuance under
to be issued upon Weighted-average equity compensation
exercise of exercise price of plans (excluding
outstanding options, outstanding options, securities reflected in
warrants and rights warrants and rights column (a))
Plan Category (a) (b)(2) (c)
-------------------------------------------------------------------------------------------------------------------

Equity compensation plans
approved by security holders (1) 431,997 30.90 700,288
-------------------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by security holders 0 0 0
-------------------------------------------------------------------------------------------------------------------
Total 431,997 30.90 700,288
-------------------------------------------------------------------------------------------------------------------

(1) These plans are 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.

(2) This price represents the weighted average exercise price of all
outstanding options.

Deferred Profit-Sharing Plan

The Company has an Investment and Stock Ownership Plan (the "ISOP") that
covers substantially all employees of the Company. The ISOP has an employee
funded 401(k) component. Pursuant to the plan, the Company will match 100% of an
employee's contribution up to 3% of the employee's base pay, and match 50% of an
employee's additional contribution to the ISOP up to 2% of the employee's base
pay. In addition, the ISOP has an employer-funded profit-sharing component.
Profit sharing contributions are determined by the Board of Directors and are
limited to a maximum amount as stipulated in the ISOP. This plan 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 for the accounts of the Named Executive Officers are
included in the Summary Compensation Table.

The Company also has the Tompkins Trustco, Inc. Employee Stock Ownership
Plan (the "ESOP") that covers substantially all employees of the Company. The
purpose of the ESOP is to provide a discretionary profit sharing contribution to
the plan in order to facilitate stock ownership by employees. Contributions are
determined by the 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 in the Summary Compensation Table.

Retirement Plan

The Company has a non-contributory pension equity plan, the Tompkins
Trustco, Inc. Retirement Plan, that covers substantially all employees of the
Company. The assets of the pension plan are held in a separate trust and
administered by the Pension Administration Committee appointed by the Board of
Directors.

TOMPKINS TRUSTCO, INC. RETIREMENT PLAN TABLE (1)

Years of Service

Average Final
Earnings 15 20 25 30 35
$ 50,000.00 $ 5,928 $ 7,880 $10,185 $12,187 $14,706
$ 75,000.00 $ 9,931 $13,182 $17,010 $20,324 $24,484
$100,000.00 $13,934 $18,484 $23,835 $28,461 $34,262
$125,000.00 $17,937 $23,787 $30,660 $36,599 $44,040
$150,000.00 $21,940 $29,089 $37,485 $44,736 $53,818
$170,000.00 $25,943 $34,392 $44,310 $52,873 $63,595

(1) A "grandfathering" multiplier based on age and service as of January 1,
2001 will increase the benefits of certain Tompkins Trust Company
employees covered under the previous Tompkins County Trust Company
Retirement Plan, including Mr. Byrnes and Mr. Stewart.

The Plan provides a retirement benefit based on "Points" defined in the Plan
as a combination of age plus years of service, multiplied by "Average Final
Earnings," as that term is defined in the Plan. The benefits are not subject to
a reduction for social security. Certain employees of the Company, including Mr.
Byrnes and Mr. Stewart, are covered by the Plan's "grandfathering" provisions.
Specifically, Messrs. Byrnes and Stewart are currently deemed to have 15 and 32
years of service, respectively, under the Plan.

Under the plan normal retirement age is 65 with reduced benefit payments for
early retirement following age 55 to age 65.

Supplemental Employee Retirement Plans

The Tompkins Trust Company has a Supplemental Employee Retirement Plan
(SERP) covering James J. Byrnes. The SERP provides for a retirement benefit to
Mr. Byrnes at age 65 equal to 50 percent of average earnings (as defined in the
SERP) over the highest five consecutive years. Benefits under the SERP are
reduced by payments due under the Tompkins Trustco, Inc. Retirement Plan and
Social Security. Reduced benefits are payable in the event of retirement prior
to age 65. The projected benefit to Mr. Byrnes at age 65 is $201,375.

Stephen E. Garner, Stephen R. Romaine and certain officers of Mahopac
National Bank have SERP agreements that provide for a retirement benefit at age
65 equal to 75 percent of final salary as defined in the SERP. Benefits under
the SERPs are offset by payments due under the Tompkins Trustco, Inc. Retirement
Plan and federal Social Security benefits. Reduced benefits are payable in the

event of retirement prior to age 65. The projected benefit to Mr. Garner at age
65 is $168,894, and the projected benefit to Mr. Romaine at age 65 is $262,824.

The Bank of Castile has entered into certain executive supplemental income
agreements that provide for specified deferred compensation benefits payable to
certain highly compensated officers, including James W. Fulmer. Under these
agreements, retirement benefits of up to 75 percent of the average salary during
the officer's final five years of employment are due and payable to the
participants. Retirement benefits under these agreements are reduced by payments
due under the Tompkins Trustco, Inc. Retirement Plan and federal Social Security
benefits. The projected benefit to Mr. Fulmer at age 65 is $262,361.

Deferred Compensation Plan for Selected Officers

The Company maintains a nonqualified deferred compensation plan for a select
group of employees. The 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 Deferred Compensation Plan Committee directs the
investment of these monies.

Post-Retirement Life Insurance and Medical Insurance

The Company offers post-retirement life insurance coverage to certain
employees who have worked for the Company for ten years and who retire on or
after age 55. Tompkins Trust Company offers post-retirement medical coverage to
certain employees who have worked for Tompkins Trust Company for ten years and
who retire on or after age 55. Medical coverage is contributory with
contributions reviewed annually. Tompkins Trust Company assumes the majority of
the cost for these benefits, while retirees share some of the cost through
co-insurance and deductibles.

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 executive officers, and persons who own more than
ten percent of the Company's Common Stock, to file with the Securities and
Exchange Commission ("SEC") initial reports of ownership and reports of changes
in ownership of Common Stock. Executive officers, directors and greater than ten
percent stockholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.

Except for the late filing disclosure set forth below, to the Company's
knowledge, based solely on a review of the copies of such reports furnished to
the Company and written representations that no other reports were required,
during the 2003 fiscal year, all Section 16(a) filing requirements applicable to
its officers, directors and greater than ten percent beneficial owners were
satisfied.

Timing requirements for the filing of Form 4 were accelerated effective
August 29, 2002. A late Form 4 filing was made during the 2003 fiscal year for
the following director: Craig Yunker filed a Form 4 on February 14, 2003
regarding the purchase of 285 shares of Common Stock on February 7, 2003.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain directors and executive officers of the Company, 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 2003. Any and all loans and commitments to loan 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 normal risk of collectibility or present other unfavorable
features. As of December 31, 2003, the balance of all such loans included in
total loans was $2,054,000. 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, 2003.

James R. Hardie, a Director of the Company and Vice Chair of Tompkins
Insurance Agencies, Inc. is a partner in a partnership that leases space to
Tompkins Insurance in Attica, New York. The total amount paid to the partnership
in 2003 was $36,000.

William W. Griswold, a Director, serves as president and chief executive
officer and as a director of Ontario Telephone Company, Inc. and Trumansburg
Telephone Company, Inc. and as Vice President of Trucell, Inc., a wholly owned
subsidiary of Ontario Telephone Company and Trumansburg Telephone Company.
During the 2003 fiscal year, the Company purchased telecommunication, network
and computer equipment and services from Finger Lakes Technologies Group, Inc.,
a wholly owned subsidiary of Ontario Telephone Company and Trumansburg Telephone
Company and telephone service from the Trumansburg Telephone Company. During
fiscal 2003, thee Company paid Finger Lakes Technologies Group and Trumansburg
Telephone Company a total of $160,879 and $16,386, respectively, for products
and services. Tompkins anticipates that it will retain Finger Lakes Technology
Group to provide the Company with installation and maintenance services during
the 2004 fiscal year.

Michael H. Spain, a Director of the Company and of Mahopac National Bank, is
the president and owner of the Spain Agency, an insurance agency that placed the
Company's current workers compensation and statutory disability insurance
coverages.

William D. Spain, Jr., a Director of the Company and a Director and Chairman
of Mahopac National Bank, is Managing Partner of Spain & Spain, PC, a firm that
provides legal services to Mahopac National Bank.

Edward C. Hooks, who was a Director of the Company and of Tompkins Trust
Company during the 2003 fiscal year, is a partner in the law firm of Harris
Beach LLP, which provided legal services to the Company during the 2003 fiscal
year. Mr. Hooks resigned from the Board effective January 1, 2004.

STOCK PERFORMANCE GRAPH

The following graph sets forth comparative information regarding the
Company's cumulative return on its Common Stock over the five-year period ended
December 31, 2003. Total stockholder return is measured by dividing cumulative
dividends (assuming dividend reinvestment) plus the change in share price during
the measurement period by the share price at the beginning of the measurement
period. The Company's cumulative stockholder return for the five-year period
based upon an initial investment of $100 is compared to the cumulative return of
the NASDAQ Stock Market (U.S. Companies) and the SNL Securities L.P. Bank Index,
assuming the reinvestment of dividends. The stock prices on the performance
graph are not necessarily indicative of future stock price performance.

Total Return Performance

[GRAPHIC OMITTED]

Period Ending
---------------------------------------------------------------------
Index 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 12/31/03
-----------------------------------------------------------------------------------------------------

Tompkins Trustco, Inc. 100.00 86.12 87.09 129.35 145.50 171.51
NASDAQ - Total US 100.00 185.95 113.19 89.65 61.67 92.90
SNL Bank Index 100.00 96.92 114.46 115.61 106.01 143.00

The information contained in the Stock Performance Graph section 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
Securities Exchange Act of 1934, except to the extent that the Company
specifically requests that such information be treated as "soliciting materials"
or specifically incorporates it by reference into a document filed under the
Securities Act of 1933 or the Securities Exchange Act of 1934.

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 Securities Exchange Act
of 1934, except to the extent that the Company specifically incorporate it by
reference into a document filed under the Securities Act of 1933 or the
Securities Exchange Act of 1934.

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.

The Audit/Examining Committee operates under a written charter approved by
the Board of Directors, a copy of which is included as Appendix A 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 2003 and reports to the
Board 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. 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 in accordance with auditing standards generally accepted in
the United States of America and to issue a report 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, 2003.
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 its review of the information described
in the preceding paragraph, the Audit/Examining Committee recommended that the
Board of Directors approve the inclusion of the Company's audited consolidated
financial statements for the fiscal year ended December 31, 2003 in the
Company's Annual Report on Form 10-K for the year ended December 31, 2003, for
filing with the Securities and Exchange Commission.

Members of the Audit/Examining Committee

William W. Griswold, Chair John E. Alexander
Thomas R. Salm Bonnie H. Howell, Alternate

INDEPENDENT AUDITORS

The Audit/Examining Committee has retained KPMG to continue as independent
auditors and to audit the consolidated financial statements of the Company for
the year ending December 31, 2004. 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

The following table presents fees billed for professional audit services
rendered by KPMG for the audit of the Company's annual financial statements for
the years ended December 31, 2003 and 2002, and fees billed for other services
rendered by KPMG during 2003 and 2002.

2003 2002
-------- --------
Audit Fees: $215,500 $185,400
Audit-related Fees: (1) 4,500 4,500
(2) 2,400 0
Tax Fees: (3) 96,425 89,830

(1) Federal Home Loan Bank collateral maintenance audit at The Bank of Castile
in 2002 and at Tompkins Trust Company in 2003.

(2) Split dollar life insurance policy.

(3) Tax return preparation, quarterly estimates, tax planning, and tax related
research.

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 COMMITTEE PRE-APPROVAL POLICY

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.

STOCKHOLDER PROPOSALS

If any stockholder desires to have a proposal formally considered at the
2005 annual meeting of stockholders and included in the proxy statement and
proxy for that meeting, the Corporate Secretary must receive the proposal in
writing no later than December 11, 2004.

For proposals to be considered at an annual meeting, the stockholder must
have given timely notice thereof in writing to the Corporate Secretary not less
than 45 days prior to the anniversary of the date on which the Company first
mailed its proxy materials for its immediately preceding annual meeting of
stockholders (as specified in the Company's proxy materials for its immediately
preceding annual meeting of stockholders). To be timely for the 2005 annual
meeting, a stockholder's notice must be delivered to or mailed and received by
the Corporate Secretary at the principal executive offices of the Company by
February 23, 2005.

In addition, the proxy solicited by the Board of Directors for the 2005
annual meeting of stockholders will confer discretionary authority to vote on
(i) any proposal presented by a stockholder at that meeting for which the
Company has not been provided with notice prior to February 23, 2005, and (ii)
on any other proposal (notwithstanding timely notice), if the 2005 proxy
statement briefly describes the matter and how management will direct the proxy
holders to vote on it, if the stockholder does not comply with the requirements
of Rule 14a-4(c)(2) under the Securities Exchange Act of 1934, as amended.

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 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 other business to be presented for
stockholder action at the Meeting other than the election of directors. 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 without delay in the accompanying pre-addressed
postage-paid envelope. Your proxy may be revoked prior to its exercise by filing
with the Corporate Secretary of Tompkins Trustco, Inc. 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 9, 2004 By Order of the Board of Directors

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

Appendix A

TOMPKINS TRUSTCO, INC.
AUDIT/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 accounting and financial reporting processes and
the audit of the Company's financial statements 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 ramifications 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 comments 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 Auditor 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 Tompkins Trust Company.

**********
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 stockholders 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 B

TOMPKINS TRUSTCO, INC.
NOMINATING/CORPORATE GOVERNANCE COMMITTEE CHARTER

Membership
----------

The committee shall consist of at least three independent directors,
including a chair and such other independent directors as the Board shall
appoint. An "independent director" is a director who meets the American Stock
Exchange definition of "independence," as determined by the Board.

Responsibilities
----------------

This committee will assist the Board in governing the corporation in
compliance with all laws and regulations pertaining to corporate governance,
including those related to board membership and composition. Specific
responsibilities include:

1. Recommend to the Board, or directly nominate for election by the
shareholders, the Directors of the Corporation.
2. To review and recommend Board practices and policies concerning
corporate governance.
3. To review "related party transactions" as required under the
American Stock Exchange rules between the company and its directors.
4. To review and recommend the following policies to the Board:
a. Uniform Code of Conduct and Ethics for Directors;
b. Code of Conduct for the CEO and Senior Financial Officers;
c. Code of Conduct and Ethics for Officers and Employees; and
d. Board Policy, including board committee charters.
5. To review training requirements and initiatives for directors.

Consideration of Nominees
-------------------------

In considering candidates for the Board, the committee should include
individuals who may be recommended by directors, management, or stockholders.
The committee shall use the same judgment and criteria in considering all
director nominees. The committee is not required to conduct or document full
reviews of all names submitted to it.

Candidates recommended by the committee for nomination as directors should,
as a group, meet the corporation's strategic needs; possess the highest personal
values, judgment and integrity; understand the regulatory and policy environment
in which the company does business; have an understanding of, and interest in,
the communities served by the company; and have experience in the key business,
financial and management challenges that face a financial services company such
as Tompkins Trustco.

Shareholders may recommend director candidates to serve on the Board of
Directors by submitting their recommendations to: Chairman, Nominating/Corporate
Governance Committee, Tompkins Trustco, Inc. Board of Directors, P.O. Box 460,
Ithaca, New York 14851, no later than December 1st of each year for
consideration by the Nominating/Corporate Governance Committee. Any
recommendations should include the name, address, and supporting information as
to why the candidate should be considered by the Committee.

Outside Advisors
----------------

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

Meetings
--------

The committee shall meet as often as may be deemed necessary or
appropriate in its judgment, either in person or telephonically, and at such
times and places as the committee shall determine. The committee shall make
regular reports to the Board on its activities. These reports will generally
occur after each committee meeting or at such other times as the committee deems
appropriate.

[This Page Intentionally Left Blank]

TOMPKINS [GRAPHIC OMITTED]
TRUSTCO INC.

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

ANNUAL MEETING OF STOCKHOLDERS OF
TOMPKINS TRUSTCO, INC.
May 11, 2004

-----------------------------
Co. # 12037 | PROXY VOTING INSTRUCTIONS | Acct. # __________
-----------------------------

Dear Tompkins Trustco Stockholder:

For our Annual Meeting, we offer you the convenience of telephone or Internet
voting. Your telephone or Internet vote authorizes the named proxies to vote
your shares in the same manner as if you marked, signed and returned your proxy
card.

TO VOTE BY PHONE:
o Call our toll-free number from any touch-tone telephone in the United
States or Canada: 1-800-776-9437.
o When prompted, enter your control number that is printed below.
o Follow the recorded instructions.
TO VOTE VIA INTERNET:
o Visit our electronic voting website on the Internet:
http://www.voteproxy.com.
o Enter your control number in the on-screen box, then click on "Submit."
Your control number is printed below.
o Follow the on-screen instructions.
o When you finish, review your vote. If correct, click on "Submit" to
register your vote.
TO VOTE BY MAIL:
o Mark, sign and date the voting card attached below.
o Return it in the postage-paid envelope we have provided. Do not mail
additional cards in the return envelope. The return envelopes are
mechanically opened and additional cards may be accidentally destroyed.

----------------------
YOUR CONTROL NUMBER IS => | |
----------------------

Please detach and Mail in the Envelope Provided

A [X] Please mark your votes as in this example using black or blue ink.

FOR all nominees WITHHOLD AUTHORITY to vote
listed at right (except for all nominees listed at right
as marked to the
contrary below ) Nominees:
James J. Byrnes (3 yrs.)
1. Election of five (5) Directors for [ ] [ ] Reeder D. Gates (3 yrs.)
a term of three years expiring in Bonnie H. Howell (3 yrs.)
the year 2007, and one (1) Director Michael H. Spain (3 yrs.)
for a term of one year expiring in William D. Spain, Jr. (3 yrs.)
the year 2005. Elizabeth W. Harrison (1 yr.)

[INSTRUCTIONS: To withhold authority to vote for
any individual nominee, mark the "For" box and
write that nominee's name in the space provided below.]

------------------------------------------------

2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
[Management at present knows of no other business to be presented at the
meeting.]

Please Mark, Sign, Date and Return the Proxy Card Promptly Using the Enclosed
Envelope.

Change of Address and/or Comments Mark Here [ ]

Signature______________________ Signature, if held jointly______________________
Date ____________, 2004.

NOTE: (Name of stockholder should be signed exactly as it appears to the left.)

TOMPKINS TRUSTCO, INC.
Annual Meeting of Stockholders
Tuesday, May 11, 2004

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 ON TUESDAY, MAY 11, 2004

The undersigned stockholder of TOMPKINS TRUSTCO, INC. (the "Company")
hereby constitutes and appoints Joseph H. Perry and Linda M. Carlton, or either
of them, as 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 at the Annual Meeting of Stockholders to be
held at 6:00 p.m. in the Grand Ballroom at the Clarion University Hotel &
Conference Center, One Sheraton Drive, Ithaca, NY, on May 11, 2004, 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 (i) to vote in
accordance with the instructions indicated on the reverse side, but if no
instruction is given on the reverse side, to vote "FOR" the approval of Proposal
1, and (ii) to 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 9, 2004, relating to the Annual Meeting of
Stockholders to be held May 11, 2004. (Signature on the reverse side is
required.)

Comments:
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------

If you have written in the above space, please mark the comments notification
box on the reverse side.

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