THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Tompkins Trustco, Inc. (TMP)

3/31/2006 Proxy Information

Mr. Achzet served as Chief Executive Officer of AM&M until it was acquired by Tompkins Trustco, Inc. in January 2006.

Certain directors and executive officers of the Company and its affiliated companies, members of their immediate families and companies or firms with which they are associated, were customers of, or had other transactions with, the Company in the ordinary course of business during fiscal 2005. Any and all loans and commitments to loan to such individuals were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility or present other unfavorable features. As of December 31, 2005, the balance of all such loans included in total loans was $10,854,000. 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, 2005.

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

James R. Hardie, a director of the Company and Vice Chairman of Tompkins Insurance Agencies, Inc., is the managing member of a limited liability company that leases space located in Attica, New York, to Tompkins Insurance Agencies. The total amount paid to the limited liability company in fiscal 2005 was $27,000. The Company expects to pay $14,400 to the limited liability company in fiscal 2006. Mr. Hardie continues to be employed by Tompkins Insurance Agencies as a producer, for which he is paid a nominal annual salary plus benefits totaling less than $60,000 in fiscal 2005. In addition, Mr. Hardie's son is employed by Tompkins Insurance Agencies and his annual salary plus commissions in fiscal 2005 exceeded $60,000.

Michael H. Spain, a director of the Company and of Mahopac National Bank, is the president and owner of the Spain Agency, Inc. an insurance agency that placed the Company's current workers compensation and statutory disability insurance coverage during fiscal 2005. The aggregate of any commissions and/or fees received by the Spain Agency for the placement of such insurance was less than $60,000 during fiscal 2005.

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. The fees paid to Spain & Spain, PC by Mahopac National Bank for legal services during fiscal 2005 were less than $60,000.