Exhibits Index

Exhibit 10(b)

AMENDED AND RESTATED
TRUST
FOR
DEFERRED BENEFITS
PROVIDED UNDER
EMPLOYMENT AGREEMENTS
OF
TRUSTCO BANK, NATIONAL ASSOCIATION

AND TRUSTCO BANK CORP NY

September 18, 2001

AMENDED AND RESTATED
TRUST FOR DEFERRED BENEFITS PROVIDED UNDER EMPLOYMENT AGREEMENTS OF
TRUSTCO BANK, NATIONAL ASSOCIATION AND TRUSTCO BANK CORP NY

This Amended and Restated Agreement made this 18th day of September, 2001, by and between TrustCo Bank Corp NY, a New York corporation, Trustco Bank, National Association ("Bank") and Trustco Bank, National Association, Trust Department ("Trustee"); and

WHEREAS, Bank has provided for certain termination and gross-up benefits in the employment agreements listed in Appendix A (hereinafter called "Employment Agreements"); and

WHEREAS, Bank maintains a trust (hereinafter called "Trust") established as of April 1, 1996 and Bank has contributed to the Trust assets to be held therein, subject to the claims of Bank's creditors in the event of Bank's Insolvency, as herein defined, until paid to employees and their beneficiaries in such manner and at such times as specified in the Employment Agreements; and

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Employment Agreements as unfunded arrangements maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974; and

WHEREAS, it is the intention of Bank to continue to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Employment Agreements; and

WHEREAS, the Bank and the Trustee desire to amend and restate the Trust in its entirety, effective as of September 18, 2001;

NOW, THEREFORE, the Trust is hereby amended and restated in its entirety, effective as of September 18, 2001, to read as follows:

Section 1. Establishment of Trust.
(a) As of September 18, 2001, Bank deposited with Trustee in trust Four Dollars and Forty- Five Cents ($4.45), which is the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.

(b) The Trust hereby established shall be irrevocable.

(c) The Trust is intended to be a grantor trust, of which Bank is the grantor, within the meaning of Subpart E, Part I, Subchapter J, Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

(d) The principal of the Trust shall be held separate and apart from other funds of Bank and shall be used exclusively for the uses and purposes of employees, their beneficiaries and Bank's general creditors as herein set forth. Employees and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Employment Agreements and this Trust Agreement shall be mere unsecured contractual rights of employees and their beneficiaries against Bank. Any assets held by the Trust will be subject to the claims of Bank's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein.

(e) Bank, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any employee or beneficiary shall have any right to compel such additional deposits.

(f) Upon a Change in Control, as defined herein, or upon the occurrence of an event pursuant to which an employee or beneficiary becomes entitled to payment of benefits under the Employment Agreements, Bank shall, 15 days prior to the date of consummation of such Change in Control or such event make an irrevocable contribution to the Trust in an amount that is sufficient to pay each employee or beneficiary all of the benefits which have accrued on behalf of employees or their beneficiaries pursuant to the terms of the Employment Agreements as of the date on which the Change in Control or such event occurred; provided, however, that if a Change in Control occurs without prior announcement or notice thereof, Bank shall make the required contribution within 10 days after the Change in Control. In the event a payment is made to Executive as the result of an announcement constituting a Change of Control and the transaction described in such announcement is not consummated, such payment shall constitute a loan by Company to the Executive, payable to Company upon demand, with interest at the rate provided in Section 1274(d)(2)(B) of the Code commencing as of the date of payment by Company of such amount. The Company will pay Executive a "tax gross-up payment" in respect of any taxes incurred by the Executive with respect to such loan. For purposes of this Section, the term "tax gross-up payment" means an amount such that, after the payment of taxes on such tax gross-up payment, there remains a balance sufficient to pay the taxes being reimbursed. For purposes of this Section, the term "taxes" includes taxes, penalties and interest imposed by any taxing authority.

Section 2. Payments to Employees and Their Beneficiaries.

(a) Bank shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each employee (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Employment Agreements), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the employees and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Employment Agreements and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Bank.

(b) The entitlement of an employee or his or her beneficiaries to benefits under the Employment Agreements shall be determined by Bank or such party as it shall designate under the Employment Agreements, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Employment Agreements.

(c) Bank may make payment of benefits directly to employees or their beneficiaries as they become due under the terms of the Employment Agreements. Bank shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to employees or their beneficiaries. In addition, if the principal of the Trust is not sufficient to make payments of benefits in accordance with the terms of the Employment Agreements, Bank shall make the balance of each such payment as it falls due. Trustee shall notify Bank where principal is not sufficient.

Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary when Bank is Insolvent.

(a) Trustee shall cease payment of benefits to employees and their beneficiaries if the Bank is Insolvent. Bank shall be considered "Insolvent" for purposes of this Trust Agreement if (i) Bank is unable to pay its debts as they become due, or (ii) Bank is subject to a pending proceeding as a debtor under the United States Bankruptcy Code, or (iii) Bank is determined to be Insolvent by the Federal Deposit Insurance Corporation.

(b) At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal of the Trust shall be subject to claims of general creditors of Bank under federal and state law as set forth below.

(1) The Board of Directors and the Chief Executive Officer of Bank shall have the duty to inform Trustee in writing of Bank's Insolvency. If a person claiming to be a creditor of Bank alleges in writing to Trustee that Bank has become Insolvent, Trustee shall determine whether Bank is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits to employees or their beneficiaries.

(2) Unless Trustee has actual knowledge of Bank's Insolvency, or has received notice from Bank or a person claiming to be a creditor alleging that Bank is Insolvent, Trustee shall have no duty to inquire whether Bank is Insolvent. Trustee may in all events rely on such evidence concerning Bank's solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning Bank's solvency.

(3) If at any time Trustee has determined that Bank is Insolvent, Trustee shall discontinue payments to employees or their beneficiaries and shall hold the assets of the Trust for the benefit of Bank's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of employees or their beneficiaries to pursue their rights as general creditors of Bank with respect to benefits due under the Employment Agreements or otherwise.

(4) Trustee shall resume the payment of benefits to employees or their beneficiaries in accordance with Section 2 of this Trust Agreement only after Trustee has determined that Bank is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to employees or their beneficiaries under the terms of the Employment Agreements for the period of such discontinuance, less the aggregate amount of any payments made to employees or their beneficiaries by Bank in lieu of the payments provided for hereunder during any such period of discontinuance.

Section 4. Investment Authority.

(a) All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with employees. Bank shall have the right at any time, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust.

Section 5. Disposition of Income.

(a) During the term of this Trust, all of the income received by the Trust, net of expenses and taxes, shall be returned to Bank.

Section 6. Accounting by Trustee.

Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Bank and Trustee. Within 30 days following the close of each calendar year and within 30 days after the removal or resignation of Trustee, Trustee shall deliver to Bank a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

Section 7. Responsibility of Trustee.

(a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Bank which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by Bank. In the event of a dispute between Bank and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b) If Trustee undertakes or defends any litigation arising in connection with this Trust, Bank agrees to indemnify Trustee against Trustee's costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments.

(c) Trustee may consult with legal counsel (who may also be counsel for Bank generally) with respect to any of its duties or obligations hereunder. Bank shall pay the fees of all legal counsel so hired.

(d) Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. Bank shall pay the fees of all professionals so hired.

(e) Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy.

(f) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could make the beneficiaries of this Trust associates in a joint enterprise for the conduct of business for profit, within the meaning of Section 301.7701-4 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Section 8. Compensation and Expenses of Trustee.

Bank shall pay all administrative and Trustee's fees and expenses.

Section 9. Resignation and Removal of Trustee.

(a) Trustee may resign at any time by written notice to Bank, which shall be effective 30 days after receipt of such notice unless Bank and Trustee agree otherwise.

(b) Trustee may be removed by Bank on 10 days notice or upon shorter notice accepted by Trustee.

(c) 15 days prior to a Change in Control, as defined herein, the Trust shall be subdivided into separate trusts for each Employment Agreement, with each trust containing an amount that is sufficient to pay the employee or beneficiary on whose behalf it is established, all of the benefits which have accrued on behalf of such employee or his beneficiaries pursuant to the terms of his or her Employment Agreement as of the date of the Change in Control; provided, however, that if a Hostile Change in Control occurs without prior announcement or notice thereof, such subdivision of the Trust shall take place within 10 days after the Change in Control.

(d) Upon a Hostile Change in Control, each employee or his beneficiaries shall appoint an independent bank trust department or another independent party that may be granted corporate trustee powers under state law, as trustee of such trust. Upon receipt from a successor Trustee of its written acceptance of appointment in which the successor Trustee agrees to be bound by the terms of this Trust Agreement, the Bank will immediately transfer to such successor Trustee the amount of assets sufficient to pay the employee or beneficiary on whose behalf the subdivided trust is established, all of the benefits which have accrued on behalf of such employee or his beneficiaries pursuant to the terms of his or her Employment Agreement as of the date of the Change in Control. No action taken pursuant to this Section 9(d) will create on behalf of employees and their beneficiaries any preferred claim on, or any beneficial ownership interest in, any assets of the subdivided trusts and assets held by each trust created pursuant to this Section 9(d) will continue to be subject to the claims of Bank's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. Trustees named by employees and beneficiaries pursuant to this Section 9(d) may not be removed by Bank.

(e) If Trustee resigns or is removed within 15 years after a Change in Control, as defined herein, and an employee is entitled to any further benefits under the Trust, such employee or his beneficiaries shall appoint an independent bank trust department or another independent party the may be granted corporate trustee powers under state law, as trustee of the Trust within five days after such Trustee resignation.

(f) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 30 days after receipt of notice of resignation, removal or transfer, unless Bank and all beneficiaries of this Trust agree to extend the time limit.

(g) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 10 hereof, by the effective date of resignation or removal under subsections (a) or (b) of this Section 9. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Section 10. Appointment of Successor.

If Trustee resigns or is removed in accordance with Section 9(a), (b) or
(e) hereof, the Trust beneficiaries may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by Bank or the successor Trustee to evidence the transfer.

Section 11. Amendment or Termination.

(a) This Trust Agreement may be amended by a written instrument executed by Trustee and Bank; provided, however, that this Trust Agreement may not be modified to the detriment of any employee without his consent. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Employment Agreements or shall make the Trust revocable after it has become irrevocable in accordance with Section 1(b) hereof.

(b) The Trust shall not terminate until the date on which employees and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Employment Agreements. Upon termination of the Trust any assets remaining in the Trust shall be returned to Bank.

(c) Sections 1.(b), 1.(d), 1.(f), 2.(a), 2.(b), 4.(a), 9.(c), 9.(d), 9.(e), 10, 11.(a), 11.(b), 11.(c), 12.(a), 12.(b), 12.(c), 12.(d) and 12 (e) and Appendix A of this Trust Agreement may not be amended by Bank for 15 years following a Change in Control, as defined herein.

Section 12. Miscellaneous.

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b) Benefits payable to employees and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(c) This Trust Agreement shall be governed by and construed in accordance with the laws of New York.

(d) For purposes of this Trust, a "Change in Control" means any of the following events: (a) any individual, corporation (other than TrustCo Bank Corp NY or the Bank, hereinafter collectively referred to as the "Companies" or Trustco Savings Bank), partnership, trust, association, pool, syndicate, or any other entity or group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities of either of the Companies possessing 20% or more of the voting power for the election of directors of either of the Companies; (b) there shall be consummated any consolidation, merger or other business combination involving either of the Companies or the securities of either of the Companies in which holders of voting securities immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of either of the Companies (or, if either of the Companies does not survive such transaction, voting securities of the entity or entities surviving such transaction) having 60% or less of the total voting power in an election of directors of either of the Companies (or such other surviving entity or entities); (c) during any period of two consecutive years, individuals who at the beginning of such period constitute the directors of either of the Companies cease for any reason to constitute at least a majority thereof unless the election, or nomination for election by either of the Companies` shareholders, of each new director of either of the Companies was approved by a vote of at least two-thirds of the directors of either of the Companies then still in office who were directors of either of the Companies at the beginning of any such period; (d) removal by the stockholders of all or any of the incumbent directors of either of the Companies other than a removal for cause; and (e) there shall be consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of either of the Companies to a party which is not controlled by or under common control with either of the Companies.

For purposes of this Trust, the term "Change in Control" will include (i) an announcement, including but not limited to, a press release, public statement, or filing with federal or state securities regulators, of a transaction that would constitute a Change in Control as defined in this subsection and (ii) the execution of a definitive agreement expressing the intent to accomplish any consolidation, merger or other business combination involving the Bank or the securities of the Bank described in Section 12(d)(b) herein.

For purposes of this Trust, a "Hostile Change in Control" means a transaction which the executive officers of the Bank unanimously determine is a Hostile Change in Control.

Section 13. Effective Date.

The effective date of this Amended and Restated Trust Agreement shall be September 18, 2001.

IN WITNESS WHEREOF, the Parties have caused this Amended and Restated Trust Agreement to be executed this 18th day of September, 2001.

TRUSTCO BANK, NATIONAL ASSOCIATION

    /s/ Henry C. Collins
BY:       Henry C. Collins
              Secretary

TRUSTCO BANK CORP NY

    /s/ Henry C. Collins
BY:        Henry C. Collins
              Secretary

TRUSTCO BANK, NATIONAL ASSOCIATION,
TRUST DEPARTMENT

    /s/ William M. McCartan
BY:         William M. McCartan
               Trustee

APPENDIX A TO TRUST FOR DEFERRED BENEFITS
UNDER EMPLOYMENT AGREEMENTS OF
TRUSTCO BANK, NATIONAL ASSOCIATION
AND TRUSTCO BANK CORP NY

Termination and Gross-Up Benefits Under Employment Contracts of R. T. Cushing, N. A. McNamara and R. J. McCormick.

Exhibit 10(c)

AMENDED AND RESTATED

TRUST

UNDER NON-QUALIFIED

DEFERRED COMPENSATION PLANS

OF

TRUSTCO BANK, NATIONAL ASSOCIATION

AND TRUSTCO BANK CORP NY

September 18, 2001

AMENDED AND RESTATED
TRUST UNDER NON-QUALIFIED DEFERRED COMPENSATION PLANS OF TRUSTCO
BANK, NATIONAL ASSOCIATION AND TRUSTCO BANK CORP NY

This Amended and Restated Agreement made this 18th day of September, 2001, by and between TrustCo Bank Corp NY, a New York corporation, Trustco Bank, National Association ("Bank") and Trustco Bank, National Association, Trust Department ("Trustee"); and

WHEREAS, Bank has adopted the non-qualified deferred compensation plans listed in Appendix A (hereinafter called "Plans"); and

WHEREAS, Bank maintains a trust (hereinafter called "Trust") established as of April 1, 1996 and Bank has contributed to the Trust assets to be held therein, subject to the claims of Bank's creditors in the event of Bank's Insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plans; and

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plans as unfunded plans maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974; and

WHEREAS, it is the intention of Bank to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plans; and

WHEREAS, the Bank and the Trustee desire to amend and restate the Trust in its entirety, effective as of September 18, 2001;

NOW, THEREFORE, the Trust is hereby amended and restated in its entirety, effective as of September 18, 2001, to read as follows:

Section 1. Establishment of Trust.

(a) As of September 18, 2001, Bank deposited with Trustee in trust Seventeen Million One Hundred Fifty Four Thousand Two Hundred Eighty Two Dollars and Forty- Three Cents ($17,154,282.43), which is the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.

(b) The Trust hereby established shall be irrevocable.

(c) The Trust is intended to be a grantor trust, of which Bank is the grantor, within the meaning of Subpart E, Part I, Subchapter J, Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

(d) The principal of the Trust shall be held separate and apart from other funds of Bank and shall be used exclusively for the uses and purposes of Plan participants, their beneficiaries and Bank's general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against Bank. Any assets held by the Trust will be subject to the claims of Bank's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein.

(e) Within 30 days following the end of each Plan year, Bank shall be required to irrevocably deposit additional cash or other property to the Trust in an amount sufficient to pay each Plan participant or beneficiary the benefits accrued pursuant to the terms of the Plans as of the close of such Plan year.

(f) Bank, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits.

(g) Upon a Change in Control, as defined herein, or upon the occurrence of an event pursuant to which a Participant or beneficiary becomes entitled to payment of benefits under the Plans, Bank shall, 15 days prior to the date of consummation of such Change in Control or such event, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Plan participant or beneficiary all of the benefits which have accrued on behalf of Plan participants or their beneficiaries pursuant to the terms of the Plans as of the date on which the Change in Control or such event occurred; provided, however, that if a Change in Control occurs without prior announcement or notice thereof, Bank shall make the required contribution within 10 days after the Change in Control. In the event a payment is made to a Participant as the result of an announcement constituting a Change of Control and the transaction described in such announcement is not consummated, such payment shall constitute a loan by Company to the Participant, payable to Company upon demand, with interest at the rate provided in Section 1274(d)(2)(B) of the Code commencing as of the date of payment by Company of such amount. The Company will pay a Participant a "tax gross-up payment" in respect of any taxes incurred by the Participant with respect to such loan. For purposes of this Section, the term "tax gross-up payment" means an amount such that, after the payment of taxes on such tax gross-up payment, there remains a balance sufficient to pay the taxes being reimbursed. For purposes of this Section, the term "taxes" includes taxes, penalties and interest imposed by any taxing authority.

Section 2. Payments to Plan Participants and Their Beneficiaries.

(a) Bank shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Bank.

(b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plans shall be determined by Bank or such party as it shall designate under the Plans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans.

(c) Bank may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plans. Bank shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust is not sufficient to make payments of benefits in accordance with the terms of the Plans, Bank shall make the balance of each such payment as it falls due. Trustee shall notify Bank where principal is not sufficient.

Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary when Bank is Insolvent.

(a) Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Bank is Insolvent. Bank shall be considered "Insolvent" for purposes of this Trust Agreement if (i) Bank is unable to pay its debts as they become due, or (ii) Bank is subject to a pending proceeding as a debtor under the United States Bankruptcy Code, or (iii) Bank is determined to be Insolvent by the Federal Deposit Insurance Corporation.

(b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal of the Trust shall be subject to claims of general creditors of Bank under federal and state law as set forth below.

(1) The Board of Directors and the Chief Executive Officer of Bank shall have the duty to inform Trustee in writing of Bank's Insolvency. If a person claiming to be a creditor of Bank alleges in writing to Trustee that Bank has become Insolvent, Trustee shall determine whether Bank is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits to Plan participants or their beneficiaries.

(2) Unless Trustee has actual knowledge of Bank's Insolvency, or has received notice from Bank or a person claiming to be a creditor alleging that Bank is Insolvent, Trustee shall have no duty to inquire whether Bank is Insolvent. Trustee may in all events rely on such evidence concerning Bank's solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning Bank's solvency.

(3) If at any time Trustee has determined that Bank is Insolvent, Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets of the Trust for the benefit of Bank's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of Bank with respect to benefits due under the Plans or otherwise.

(4) Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after Trustee has determined that Bank is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Plan participants or their beneficiaries under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Plan participants or their beneficiaries by Bank in lieu of the payments provided for hereunder during any such period of discontinuance.

Section 4. Investment Authority.

(a) All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Plan participants. Bank shall have the right at any time, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust.

Section 5. Disposition of Income.

(a) During the term of this Trust, all of the income received by the Trust, net of expenses and taxes, shall be returned to Bank.

Section 6. Accounting by Trustee.

Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Bank and Trustee. Within 30 days following the close of each calendar year and within 30 days after the removal or resignation of Trustee, Trustee shall deliver to Bank a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

Section 7. Responsibility of Trustee.

(a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Bank which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by Bank. In the event of a dispute between Bank and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b) If Trustee undertakes or defends any litigation arising in connection with this Trust, Bank agrees to indemnify Trustee against Trustee's costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments.

(c) Trustee may consult with legal counsel (who may also be counsel for Bank generally) with respect to any of its duties or obligations hereunder. Bank shall pay the fees of all legal counsel so hired.

(d) Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. Bank shall pay the fees of all professionals so hired.

(e) Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy.

(f) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could make the beneficiaries of this Trust associates in a joint enterprise for the conduct of business for profit, within the meaning of Section 301.7701-4 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Section 8. Compensation and Expenses of Trustee.

Bank shall pay all administrative and Trustee's fees and expenses.

Section 9. Resignation and Removal of Trustee.

(a) Trustee may resign at any time by written notice to Bank, which shall be effective 30 days after receipt of such notice unless Bank and Trustee agree otherwise.

(b) Trustee may be removed by Bank on 10 days notice or upon shorter notice accepted by Trustee.

(c) 15 days prior to a Change in Control, as defined herein, the Trust shall be subdivided into separate trusts for each participant in the Plans, with each trust containing an amount that is sufficient to pay the Plan participant or beneficiary on whose behalf it is established, all of the benefits which have accrued on behalf of such Plan participant or his beneficiaries pursuant to the terms of the Plans as of the date of the Change in Control; provided, however, that if a Hostile Change in Control occurs without prior announcement or notice thereof, such subdivision of the Trust shall take place within 10 days after the Change in Control.

(d) Upon a Hostile Change in Control, each Plan participant or his beneficiaries shall appoint an independent bank trust department or another independent party that may be granted corporate trustee powers under state law, as trustee of such trust. Upon receipt from a successor Trustee of its written acceptance of appointment in which the successor Trustee agrees to be bound by the terms of this Trust Agreement, the Bank will immediately transfer to such successor Trustee the amount of assets sufficient to pay the Plan participant or beneficiary on whose behalf the subdivided trust is established, all of the benefits which have accrued on behalf of such Plan participant or his beneficiaries pursuant to the terms of the Plans as of the date of the Change in Control. No action taken pursuant to this Section 9(d) will create on behalf of Plan participants and their beneficiaries any preferred claim on, or any beneficial ownership interest in, any assets of the subdivided trusts and assets held by each trust created pursuant to this Section 9(d) will continue to be subject to the claims of Bank's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. Trustees named by Plan participants and beneficiaries pursuant to this Section 9(d) may not be removed by Bank.

(e) If Trustee resigns or is removed within 15 years after a Change in Control, as defined herein, and a Plan participant is entitled to any further benefits under the Trust, such Plan participant shall appoint an independent bank trust department or another independent party that may be granted corporate trustee powers under state law, as trustee of the Trust within five days after such Trustee resignation.

(f) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 30 days after receipt of notice of resignation, removal or transfer, unless Bank and all Plan participants agree to extend the time limit.

(g) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 10 hereof, by the effective date of resignation or removal under subsections (a) or (b) of this Section 9. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Section 10. Appointment of Successor.

If Trustee resigns or is removed in accordance with Section 9(a), (b) or
(e) hereof, the Plan participants may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by Bank or the successor Trustee to evidence the transfer.

Section 11. Amendment or Termination.

(a) This Trust Agreement may be amended by a written instrument executed by Trustee and Bank; provided, however, that this Trust Agreement may not be modified to the detriment of any Plan participant without his consent. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plans or shall make the Trust revocable after it has become irrevocable in accordance with Section 1(b) hereof.

(b) The Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plans. Upon termination of the Trust any assets remaining in the Trust shall be returned to Bank.

(c) Sections 1.(b), 1.(d), 1.(e), 1.(g), 2.(a), 2.(b), 4.(a), 9.(c), 9.(d),
9.(e), 10, 11.(a), 11.(b), 11.(c), 12.(a), 12.(b), 12.(c), 12.(d) and 12.(e) and Appendix A of this Trust Agreement may not be amended by Bank for 15 years following a Change in Control, as defined herein.

Section 12. Miscellaneous.

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b) Benefits payable to Plan participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(c) This Trust Agreement shall be governed by and construed in accordance with the laws of New York.

(d) For purposes of this Trust, a "Change in Control" means any of the following events: (a) any individual, corporation (other than TrustCo Bank Corp NY or the Bank, hereinafter collectively referred to as the "Companies" or Trustco Savings Bank), partnership, trust, association, pool, syndicate, or any other entity or group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities of either of the Companies possessing 20% or more of the voting power for the election of directors of either of the Companies; (b) there shall be consummated any consolidation, merger or other business combination involving either of the Companies or the securities of either of the Companies in which holders of voting securities immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of either of the Companies (or, if either of the Companies does not survive such transaction, voting securities of the entity or entities surviving such transaction) having 60% or less of the total voting power in an election of directors of either of the Companies (or such other surviving entity or entities); (c) during any period of two consecutive years, individuals who at the beginning of such period constitute the directors of either of the Companies cease for any reason to constitute at least a majority thereof unless the election, or nomination for election by either of the Companies` shareholders, of each new director of either of the Companies was approved by a vote of at least two-thirds of the directors of either of the Companies then still in office who were directors of either of the Companies at the beginning of any such period; (d) removal by the stockholders of all or any of the incumbent directors of either of the Companies other than a removal for cause; and (e) there shall be consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of either of the Companies to a party which is not controlled by or under common control with either of the Companies.

For purposes of this Trust, the term "Change in Control" will include (i) an announcement, including but not limited to, a press release, public statement, or filing with federal or state securities regulators, of a transaction that would constitute a Change in Control as defined in this subsection and (ii) the execution of a definitive agreement expressing the intent to accomplish any consolidation, merger or other business combination involving the Bank or the securities of the Bank described in Section 12(d)(b) herein.

For purposes of this Trust, a "Hostile Change in Control" means a transaction which the executive officers of the Bank unanimously determine is a Hostile Change in Control.

Section 13. Effective Date.

The effective date of this Amended and Restated Trust Agreement shall be September 18, 2001.

IN WITNESS WHEREOF, the Parties have caused this Amended and Restated Trust Agreement to be executed this 18th day of September, 2001.

TRUSTCO BANK, NATIONAL ASSOCIATION

BY:  /s/ Henry C. Collins
              Henry C. Collins
                 Secretary

TRUSTCO BANK CORP NY

BY:  /s/ Henry Collins
               Henry C. Collins
                  Secretary

TRUSTCO BANK, NATIONAL ASSOCIATION,
TRUST DEPARTMENT

BY:  /s/ William M. McCartan
              William M. McCartan
                   Trustee

APPENDIX A TO TRUST UNDER
NON-QUALIFIED DEFERRED COMPENSATION PLANS
OF TRUSTCO BANK, NATIONAL ASSOCIATION
AND TRUSTCO BANK CORP NY

Trustco Bank Supplemental Retirement Plan

Supplemental Retirement Agreement for Robert A. McCormick

Trustco Bank, National Association Deferred Compensation Plan for Directors

Executive Incentive plan of Trustco Bank, National Association

Trustco Bank Executive Officer Incentive Plan

Exhibit 10(d)

AMENDED AND RESTATED

RABBI TRUST FOR

EMPLOYMENT CONTRACT

BETWEEN

TRUSTCO BANK, NATIONAL ASSOCIATION,

TRUSTCO BANK CORP NY

AND

ROBERT A. MCCORMICK

September 18, 2001

AMENDED AND RESTATED
TRUST FOR CERTAIN BENEFITS UNDER EMPLOYMENT CONTRACT
OF R.A. MCCORMICK

This Amended and Restated Agreement made this 18th day of September, 2001, by and between TrustCo Bank Corp NY, a New York corporation, Trustco Bank, National Association ("Bank") and Trustco Bank, National Association, Trust Department ("Trustee"); and

WHEREAS, Bank has entered into an employment agreement with Robert A. McCormick ("Executive"), dated April 1, 1996, which provides for termination benefits and, in the event of a Change in Control, gross-up benefits ("Agreement"); and

WHEREAS, Bank maintains a trust (hereinafter called "Trust") established as of April 1, 1996 and Bank has contributed to the Trust assets to be held therein, subject to the claims of Bank's creditors in the event of Bank's Insolvency, as herein defined, until paid to Executive in such manner and at such times as specified in the Agreement; and

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Agreement as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974; and

WHEREAS, it is the intention of Bank to continue to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Agreement; and

WHEREAS, the Bank and the Trustee desire to amend and restate the Trust in its entirety, effective as of September 18, 2001;

NOW, THEREFORE, the Trust is hereby amended and restated in its entirety, effective as of September 18, 2001, to read as follows:

Section 1. Establishment of Trust.

(a) As of September 18, 2001, Bank deposited with Trustee in trust Eight Million Five Hundred Fifty Thousand Dollars ($8,550,000), which is the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.

(b) The Trust hereby established shall be irrevocable.

(c) The Trust is intended to be a grantor trust, of which Bank is the grantor, within the meaning of Subpart E, Part I, Subchapter J, Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

(d) The principal of the Trust shall be held separate and apart from other funds of Bank and shall be used exclusively for the uses and purposes of Executive, his beneficiaries and Bank's general creditors as herein set forth. Executive and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Agreement and this Trust Agreement shall be mere unsecured contractual rights of Executive and his beneficiaries against Bank. Any assets held by the Trust will be subject to the claims of Bank's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein.

(e) Within 30 days following the end of each calendar year, Bank shall be required to irrevocably deposit additional cash or other property to the Trust in an amount sufficient to pay Executive the benefits payable pursuant to the terms of the Agreement as of the close of such year.

(f) Bank, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor Executive shall have any right to compel such additional deposits.

(g) Upon a Change in Control, as defined herein, or upon the occurrence of an event pursuant to which Executive becomes entitled to payment of benefits under the Agreement, Bank shall, 15 days prior to the date of consummation of such Change in Control or such event, make an irrevocable contribution to the Trust in an amount that is sufficient to pay Executive or his beneficiaries all of the benefits which have accrued on behalf of Executive or his beneficiaries pursuant to the terms of the Agreement as of the date on which the Change in Control or such event occurred; provided, however, that if a Change in Control occurs without prior announcement or notice thereof, Bank shall make the required contribution within 10 days after the Change in Control.

Section 2. Payments to Executive and His Beneficiaries.

(a) Bank shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of Executive (and his beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Agreement), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to Executive and his beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Agreement and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Bank.

(b) The entitlement of Executive or his beneficiaries to benefits under the Agreement shall be determined by Bank or such party as it shall designate under the Agreement, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Agreement.

(c) Bank may make payment of benefits directly to Executive or his beneficiaries as they become due under the terms of the Agreement. Bank shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Executive or his beneficiaries. In addition, if the principal of the Trust is not sufficient to make payments of benefits in accordance with the terms of the Agreement, Bank shall make the balance of each such payment as it falls due. Trustee shall notify Bank where principal is not sufficient.

Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary when Bank is Insolvent.

(a) Trustee shall cease payment of benefits to Executive and his beneficiaries if the Bank is Insolvent. Bank shall be considered "Insolvent" for purposes of this Trust Agreement if (i) Bank is unable to pay its debts as they become due, or (ii) Bank is subject to a pending proceeding as a debtor under the United States Bankruptcy Code, or (iii) Bank is determined to be Insolvent by the Federal Deposit Insurance Corporation.

(b) At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal of the Trust shall be subject to claims of general creditors of Bank under federal and state law as set forth below.

(1) The Board of Directors and the Chief Executive Office of Bank shall have the duty to inform Trustee in writing of Bank's Insolvency. If a person claiming to be a creditor of Bank alleges in writing to Trustee that Bank has become Insolvent, Trustee shall determine whether Bank is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits to Executive or his beneficiaries.

(2) Unless Trustee has actual knowledge of Bank's Insolvency, or has received notice from Bank or a person claiming to be a creditor alleging that Bank is Insolvent, Trustee shall have no duty to inquire whether Bank is Insolvent. Trustee may in all events rely on such evidence concerning Bank's solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning Bank's solvency.

(3) If at any time Trustee has determined that Bank is Insolvent, Trustee shall discontinue payments to Executive or his beneficiaries and shall hold the assets of the Trust for the benefit of Bank's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Executive or his beneficiaries to pursue their rights as general creditors of Bank with respect to benefits due under the Agreement or otherwise.

(4) Trustee shall resume the payment of benefits to Executive or his beneficiaries in accordance with Section 2 of this Trust Agreement only after Trustee has determined that Bank is not Insolvent (or is no longer Insolvent).
(c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Executive or his beneficiaries under the terms of the Agreement for the period of such discontinuance, less the aggregate amount of any payments made to Executive or his beneficiaries by Bank in lieu of the payments provided for hereunder during any such period of discontinuance.

Section 4. Investment Authority.

(a) All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Executive. Bank shall have the right at any time, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust.

Section 5. Disposition of Income.

(a) During the term of this Trust, all of the income received by the Trust, net of expenses and taxes, shall be returned to Bank.

Section 6. Accounting by Trustee.

Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Bank and Trustee. Within 30 days following the close of each calendar year and within 30 days after the removal or resignation of Trustee, Trustee shall deliver to Bank a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

Section 7. Responsibility of Trustee.

(a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Bank which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by Bank. In the event of a dispute between Bank and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b) If Trustee undertakes or defends any litigation arising in connection with this Trust, Bank agrees to indemnify Trustee against Trustee's costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments.

(c) Trustee may consult with legal counsel (who may also be counsel for Bank generally) with respect to any of its duties or obligations hereunder. Bank shall pay the fees of all legal counsel so hired.

(d) Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. Bank shall pay the fees of all professionals so hired.

(e) Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy.

(f) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could make the beneficiaries of this Trust associates in a joint enterprise for the conduct of business for profit, within the meaning of Section 301.7701-4 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Section 8. Compensation and Expenses of Trustee.

Bank shall pay all administrative and Trustee's fees and expenses.

Section 9. Resignation and Removal of Trustee.

(a) Trustee may resign at any time by written notice to Bank, which shall be effective 30 days after receipt of such notice unless Bank and Trustee agree otherwise.

(b) Trustee may be removed by Bank on 10 days notice or upon shorter notice accepted by Trustee.

(c) Upon a Hostile Change in Control, as defined herein, Executive or his beneficiaries shall appoint an independent bank trust department or another independent party that may be granted corporate trustee powers under state law, as trustee of the Trust. Upon receipt from a successor Trustee of its written acceptance of appointment in which the successor Trustee agrees to be bound by the terms of this Trust Agreement, the Bank will immediately transfer to such successor Trustee the assets of the Trust. No action taken pursuant to this
Section 9(c) will create on behalf of Executive or his beneficiaries any preferred claim on, or any beneficial ownership interest in, any assets of the Trust and such assets will continue to be subject to the claims of Bank's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. A Trustee named by Executive or his beneficiaries pursuant to this Section 9(c) may not be removed by Bank.

(d) If Trustee resigns or is removed within 15 years after a Change in Control, as defined herein, and Executive is entitled to any further benefits under the Trust, Executive or his beneficiaries shall appoint an independent bank trust department or another independent party that may be granted corporate trustee powers under state law, as trustee of the Trust within five days after such Trustee Resignation.

(e) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 30 days after receipt of notice of resignation, removal or transfer, unless Bank and Executive agree to extend the time limit.

(f) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 10 hereof, by the effective date of resignation or removal under subsections (a) or (b) of this Section 9. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Section 10. Appointment of Successor.

If Trustee resigns or is removed in accordance with Section 9(a), (b) or
(d) hereof, Executive may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by Bank or the successor Trustee to evidence the transfer.

Section 11. Amendment or Termination.

(a) This Trust Agreement may be amended by a written instrument executed by Trustee and Bank; provided, however, that this Trust Agreement may not be modified to the detriment of the Executive without his consent. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Agreement or shall make the Trust revocable after it has become irrevocable in accordance with Section 1(b) hereof.

(b) The Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Agreement. Upon termination of the Trust any assets remaining in the Trust shall be returned to Bank.

(c) Sections 1.(b), 1.(d), 1.(e), 1.(g), 2.(a), 2.(b), 4.(a), 9.(c), 9.(d), 10, 11.(a), 11.(b), 11.(c), 12.(a), 12.(b), 12.(c), 12.(d) and 12.(e) of this Trust Agreement may not be amended by Bank for 15 years following a Change in Control, as defined herein.

Section 12. Miscellaneous.

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b) Benefits payable to Executive and his beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(c) This Trust Agreement shall be governed by and construed in accordance with the laws of New York.

(d) For purposes of this Trust, a "Change in Control" means any of the following events: (a) any individual, corporation (other than TrustCo Bank Corp NY or the Bank, hereinafter collectively referred to as the "Companies" or Trustco Savings Bank), partnership, trust, association, pool, syndicate, or any other entity or group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities of either of the Companies possessing 20% or more of the voting power for the election of directors of either of the Companies; (b) there shall be consummated any consolidation, merger or other business combination involving either of the Companies or the securities of either of the Companies in which holders of voting securities immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of either of the Companies (or, if either of the Companies does not survive such transaction, voting securities of the entity or entities surviving such transaction) having 60% or less of the total voting power in an election of directors of either of the Companies (or such other surviving entity or entities); (c) during any period of two consecutive years, individuals who at the beginning of such period constitute the directors of either of the Companies cease for any reason to constitute at least a majority thereof unless the election, or nomination for election by either of the Companies' shareholders, of each new director of either of the Companies was approved by a vote of at least two-thirds of the directors of either of the Companies then still in office who were directors of either of the Companies at the beginning of any such period; (d) removal by the stockholders of all or any of the incumbent directors of either of the Companies other than a removal for cause; and (e) there shall be consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of either of the Companies to a party which is not controlled by or under common control with either of the Companies.

For purposes of this Trust, the term "Change in Control" will include (i) an announcement, including but not limited to, a press release, public statement, or filing with federal or state securities regulators, of a transaction that would constitute a Change in Control as defined in this subsection and (ii) the execution of a definitive agreement expressing the intent to accomplish any consolidation, merger or other business combination involving the Bank or the securities of the Bank described in Section 12(d)(b) herein.

For purposes of this Trust, a "Hostile Change in Control" means a transaction which the executive officers of the Bank unanimously determine is a Hostile Change in Control.

Section 13. Effective Date.

The effective date of this Amended and Restated Trust Agreement shall be September 18, 2001.

IN WITNESS WHEREOF, the Parties have caused this Amended and Restated Trust Agreement to be executed this 18th day of September, 2001.

TRUSTCO BANK, NATIONAL ASSOCIATION

BY:    /s/ Henry C. Collins
           Henry C. Collins
              Secretary

TRUSTCO BANK CORP NY

BY:     /s/Henry C. Collins
           Henry C. Collins
              Secretary

TRUSTCO BANK, NATIONAL ASSOCIATION,
TRUST DEPARTMENT

BY:  /s/William M. McCartan
        William M. McCartan
              Trustee

Exhibit 10(e)

AMENDED AND RESTATED

AGREEMENT FOR SUPPLEMENTAL

RETIREMENT BENEFITS

FOR ROBERT A. MCCORMICK

September 18, 2001

AMENDED AND RESTATED AGREEMENT FOR SUPPLEMENTAL
RETIREMENT BENEFITS FOR ROBERT A. MCCORMICK

WHEREAS, TrustCo Bank Corp NY, a New York corporation (hereinafter referred to as "TrustCo") and Trustco Bank, National Association, a national bank duly organized and existing under the laws of the United States (hereinafter referred to as the "Bank" and collectively with TrustCo referred to as the "Companies") entered into a Restated Agreement for Supplemental Retirement Benefits, dated as of January 1, 1994 (hereinafter referred to as the "Agreement") with Robert A. McCormick (hereinafter referred to as the "Executive"); and

WHEREAS, TrustCo and the Bank and the Executive desire to amend and restate the Agreement in its entirety, effective as of September 18, 2001; and

NOW, THEREFORE, the Agreement is hereby amended and restated in its entirety, effective as of September 18, 2001, to read as follows:

ARTICLE I
DEFINITIONS

Except as otherwise specified herein, all capitalized terms shall have the same meanings as such terms have under the Retirement Plan of Trustco Bank, National Association("Trustco Retirement Plan").

I.

Section 1.1. "Actuarial Equivalent" means an amount or a benefit, as the case may be, of equivalent value as calculated below.

(a) Except as otherwise provided below, the determination of Actuarial Equivalent shall be based upon the following actuarial assumptions: the UP-1984 Mortality Table, set back two years, and interest at the rate of 7-1/2% per annum compounded annually.

(b) Prior to January 1, 1999, the present value of any benefit for purposes of determining the amount of a lump sum distribution will be equal to the present value determined using the "Applicable Interest Rate" if such rate results in larger present value than calculated using a rate of 7-1/2%. The Applicable Interest Rate is the rate or rates that would be used by the Pension Benefit Guaranty Corporation for the purposes of determining the present value of a lump sum distribution on termination of a qualified retirement plan (the "PBGC Rate"), determined as of the first day of the calendar year in which the distribution is made.

(c) On or after January 1, 1999, the present value of any benefit for purposes of determining the amount of a lump sum distribution will be equal to the present value determined using the 1983 Group Annuitant Mortality Table weighted 50% Males, 50% Females as set forth in Revenue Ruling 95-6 and the interest rate on 30-year treasury securities as specified by the Commissioner of the Internal Revenue Service for the month of November of the calendar year preceding the calendar year in which the distribution is made (or such other interest rate as may be then applied for purposes of determining the amount of a lump sum distribution, as specified in Section 1.3C of the Retirement Plan) if such rate results in larger present value than calculated using the assumptions set forth in paragraph A above.

In the event the actuarial assumptions are amended, the Actuarial Equivalent of a benefit on or after the change, with respect to the Executive on the date of change, shall be determined as the greater of (a) the Actuarial Equivalent of the benefit as of the date of change computed on the old basis, or
(b) the Actuarial Equivalent of the benefit as of the date of determination computed on the new basis.

1.2 "Beneficiary" means the person or persons designated by the Executive in writing to receive any benefits under this Plan upon the Executive's death. If the Executive fails to designate a Beneficiary, if no such Beneficiary is living upon the death of such the Executive, or if such designation is legally ineffective, then "Beneficiary" shall mean the trustee of the Executive's revocable living trust, and if none the trustee of the Executive's testamentary trust, and if none the personal representative of the Executive's estate.

1.3 "Cause" means conduct of the Executive that involves the commission of an act of fraud, embezzlement or theft constituting a felony against any of the Companies as finally determined by a court of competent jurisdiction or an unequivocal admission by the Executive.

1.4 A "Change in Control" means any of the following events: (a) any individual, corporation (other than TrustCo or the Bank, hereinafter referred to as the "Applicable Entities" or Trustco Savings Bank), partnership, trust, association, pool, syndicate, or any other entity or group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities of either of the Applicable Entities possessing 20% or more of the voting power for the election of directors of either of the Applicable Entities;
(b) there shall be consummated any consolidation, merger or other business combination involving either of the Applicable Entities or the securities of either of the Applicable Entities in which holders of voting securities immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of either of the Applicable Entities (or, if either of the Applicable Entities does not survive such transaction, voting securities of the entity or entities surviving such transaction) having 60% or less of the total voting power in an election of directors of either of the Applicable Entities (or such other surviving entity or entities); (c) during any period of two consecutive years, individuals who at the beginning of such period constitute the directors of either of the Applicable Entities cease for any reason to constitute at least a majority thereof unless the election, or nomination for election by either of the Applicable Entities' shareholders, of each new director of either of the Applicable Entities was approved by a vote of at least two-thirds of the directors of either of the Applicable Entities then still in office who were directors of either of the Applicable Entities at the beginning of any such period; (d) removal by the stockholders of all or any of the incumbent directors of either of the Applicable Entities other than a removal for cause; and (e) there shall be consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of either of the Applicable Entities to a party which is not controlled by or under common control with either of the Applicable Entities.

1.5 "Code" means the Internal Revenue Code of 1986, as amended.

1.6 "Committee" means the committee appointed by the Board of Directors of the Bank to administer the Plan.

1.7 "Determination Date" means the date of termination of employment or the date the Corporation elects to distribute the present value of the Supplemental Retirement Benefit to the Executive or his Beneficiary in a single lump sum.

1.8 "Determination Year" means the twelve (12) month period beginning on any January 1 and ending on the following December 31.

1.8A. "Disability" means a mental or physical condition which (i) in the opinion of a physician mutually agreed upon by the Board and the Executive, will prevent the Executive from carrying out the material job responsibilities or duties to which the Executive was assigned at the time the disability was incurred, and (ii) is expected to last for an indefinite duration or a duration of more than six months.

1.9 "Earnings" means the Executive's earned income, wages, salaries, and fees for professional services, and other amounts paid or accrued for personal services actually rendered in the course of employment with any of the Companies (including, but not limited to, commissions paid to salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips and bonuses and amounts paid under the Trustco Bank Executive Officer Incentive Plan and the Executive Incentive Plan of Trustco Bank New York), and excluding the following:

(a) contributions by any of the Companies to this Plan or contributions by any of the Companies under a simplified employee pension plan to the extent the contributions are deductible by the Executive, or any distributions from a plan of deferred compensation;

(b) amounts realized from the exercise of a nonqualified stock option, or when restricted stock (or property) held by the Executive either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;

(c) amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option;

(d) other amounts which received special tax benefits, or contributions made by any of the Companies (whether or not under a salary reduction agreement) toward the purchase of an annuity described in Code Section 403(b) (whether or not the amounts are actually excludable from the gross income of the Executive); and

(e) amounts paid from any supplemental retirement plan maintained by any of the Companies. Earnings includes any amounts contributed by any of the Companies or any related employer on behalf of the Executive pursuant to a salary reduction agreement which are not includable in the gross income of the Executive pursuant to Code Section~125, 401(a)(8), 401(k), 402(h) or 403(b).

1.10 "Final Average Earnings" as of any Determination Date shall be equal to:

Determination Date            Final Average Earnings

12/31/91 to 12/30/92          1991 Earnings

12/31/92 to 12/30/93          1991 + 1992 Earnings, divided by 2

12/31/93 to 12/30/94          1991 + 1992 + 1993 Earnings, divided by 3

12/31/94 to 12/30/95          1991 + 1992 + 1993 + 1994 Earnings,
                              divided by 4

12/31/95 and later            The average of the  Executive's  highest
                              five (5)  consecutive Determination
                              Years'  Earnings   out   of  the   ten
                              (10)consecutive  Determination  Years
                              immediately  preceding  the
                              Determination Date.

Provided, however, if the Executive's Earnings for the Determination Year in which his employment with all of the Companies terminates for any reason is greater than his Earnings during the first Determination Year of the averaging period to be used, the first Determination Year Earnings shall be disregarded and the Earnings of the Executive during the Determination Year in which his employment terminates shall be taken into account.

1.11 "Normal Retirement Date" means the first day of the month coinciding with or next following the month in which the Executive attains age 65.

1.12 "Primary Social Security Benefit" means the annual amount that would be available to the Executive at social security retirement age under the provisions of Title~II of the Social Security Act without regard to any changes in the wage base or benefit levels that take effect after that date, based on the assumption that he will continue to receive until social security retirement age compensation which would be treated as wages for purposes of the Social Security Act at the same rate as he received such compensation at the time of retirement, death, disability or termination of employment if such event precedes his attainment of social security retirement age.

1.13 "Projected Accrued Benefit" under the Trustco Retirement Plan means the Executive's Accrued Benefit under the Trustco Retirement Plan as of his Normal Retirement Date, based on Projected Earnings, Projected Final Average Earnings, Projected Primary Social Security Benefit, and Projected Years of Service.

1.14 "Projected Earnings" means the Executive's estimated annual earnings for a future Determination Year and is equal to Earnings, excluding bonus, for the year ending on the Valuation Date increased by

(a) the assumed future bonus payments, and

(b) the assumed future cost of living increases for such year. The rate of assumed future bonus payments and the rate of assumed future cost of living increases shall be determined as of each Valuation Date by the Committee.

1.15 "Projected Final Average Earnings" means the average of the highest five consecutive Determination Year's Projected Earnings out of the ten consecutive Determination Years immediately preceding the Normal Retirement Date. If the Executive is within ten years of his Normal Retirement Date, his actual Earnings, including bonuses, will be used for any Determination Year prior to the Valuation Date.

Provided, however, if the Executive's Earnings for the Determination Year in which his employment with all of the Companies terminates for any reason is greater than his Earnings during the first Determination Year of the averaging period to be used, the first Determination Year Earnings shall be disregarded and the Earnings of the Executive during the Determination Year in which his employment terminates shall be taken into account.

1.16 "Projected Primary Social Security Benefit" means the Executive's estimated Primary Social Security Benefit as of the January~1st of the year during which he attains the social security retirement age assuming that the social security wage base and the social security cost of living increases are equal to the assumed future cost of living increases used for projecting earnings.

1.17 "Projected Total Retirement Benefit" means the Total Retirement Benefit of the Executive as of his Normal Retirement Date, based on Projected Earnings, Projected Final Average Earnings, Projected Primary Social Security Benefits, and Projected Years of Service.

1.18 "Projected Years of Service" means the completed Years of Service at the Executive's Normal Retirement Date assuming the Executive continues to work 40 hours per week from the Valuation Date to his Normal Retirement Date.

1.19 "Supplemental Account Balance" means a bookkeeping account maintained by the Companies which reflects the Executive's benefit under the Plan as calculated under Article~II herein.

1.20 "Supplemental Retirement Benefit" means the benefit calculated in accordance with Article II of this Agreement.

1.21 "Total Retirement Benefit" means, as of any Determination Date, the following:

(a) 2% of the Executive's Final Average Earnings times Years of Service as of the Determination Date, up to a maximum of 40 years, less

(b) 50% of the Executive's Primary Social Security Benefit, less

(c) The amount of the Executive's Accrued Benefit under the Trustco Retirement Plan, less

(d) The amount of the Executive's accrued benefit under the Citibank, N.A. retirement plans, less

(e) The amount of Supplemental Retirement Benefit previously distributed to the Executive.

1.22 "Valuation Date" means December~31 of each year.

1.23 "Years of Service" means (i)~the Executive's years of service with Citibank, N.A., commencing December~1, 1954, plus (ii)~his Years of Benefit Service, as calculated under the Trustco Retirement Plan without taking into account the maximum limit on Years of Benefit Service set forth in the Trustco Retirement Plan.

ARTICLE II
BENEFITS

2.1 Benefit Amount. When the Executive's employment with all of the Companies is terminated, the Executive will be entitled to a benefit in an amount equal to his Supplemental Account Balance payable at such time and in such manner as provided herein.

2.2 Supplemental Account Balance at December~31, 1993. The Executive's Supplemental Account Balance at December~31, 1993, is equal to the lump sum Actuarial Equivalent of the Executive's Supplemental Retirement Benefit payable under the provisions of the Plan in effect on December~31, 1993. The Actuarial Equivalent shall be determined based on the annual Supplemental Retirement Benefit beginning on the Executive's Normal Retirement Date but based on his Final Average Earnings and Years of Service as of December~31, 1993.

2.3 Redetermination of Supplemental Account Balance on or Before Normal Retirement Date. The Executive's Supplemental Account Balance shall be redetermined on each Valuation Date and on his Normal Retirement Date.

(a) The Supplemental Account Balance on any Valuation Date after December~31, 1993 is equal to:

(i) the Supplemental Account Balance as of the immediately preceding Valuation Date, plus

(ii) the Account Balance Increment for the Determination Year ending on the Valuation Date; less

(iii) the amount of his Supplemental Retirement Benefit distributed under the Plan pursuant to Section 3.4, or its successor, since the immediately preceding Valuation Date.

(b) (1) The Account Balance Increment for the Determination Year ending December 31, 1994 shall be determined as of January 1, 1994 and is equal to:

(i) the projected Supplemental Account Balance at Normal Retirement Date, measured as of December 31, 1993, minus

(ii) the accrued pension expense as determined by the Trustco Retirement Plan actuary under the Statement of Financial Accounting Standards No. 87 as of December 31, 1993, divided by

(iii) the number of years and months from December 31, 1993 to the Executive's Normal Retirement Date, minus

(iv) the Supplemental Account Balance as of December 31, 1993, plus

(v) the accrued pension expense as determined by the Trustco Retirement Plan actuary under the Statement of Financial Accounting Standards No. 87 as of December 31, 1993.

Notwithstanding the above, the Account Balance Increment for the Determination Year ending December 31, 1994 shall not be less than zero.

(2) The Account Balance Increment for any Determination Year beginning on and after January 1, 1995 and through the Determination Year in which the Executive's Normal Retirement Date occurs shall be determined on the immediately preceding Valuation Date and is equal to:

(i) the projected Supplemental Account Balance at Normal Retirement Date, measured as of the immediately preceding Valuation Date, minus

(ii) the Supplemental Account Balance as of the immediately preceding Valuation Date, divided by

(iii) the number of years and months from the immediately preceding Valuation Date to the Executive's Normal Retirement Date.

Notwithstanding the above, the Account Balance Increment for any Determination Year beginning on and after January 1, 1995 shall not be less than zero.

A portion of the Account Balance Increment constitutes interest which is determined by using the interest rate on 30-year Treasury securities as specified by the Commissioner of the Internal Revenue Service for the month of November of the Plan Year preceding the applicable Plan Year (or such other interest rate as may be then applied for purposes of determining the amount of a lump sum distribution, as specified in Section 1.3C of the Retirement Plan).

(c) The Executive's projected Supplemental Account Balance at Normal Retirement Date is equal to the lump sum Actuarial Equivalent of:

(i) his Projected Total Retirement Benefit, less

(ii) the amount of his Projected Accrued Benefit under the Trustco Retirement Plan; less

(iii) the amount of his Supplemental Retirement Benefit previously distributed under the Plan pursuant to Section 3.4, or its successor.

Section 2.4 Determination of Supplemental Account Balance after Normal Retirement Date. As of December 31, 2001, the Executive's Account balance will be frozen at it's December 31, 2001 value of Nine Million Three Hundred Seventy Eight Thousand Seventy Seven Dollars ($9,378,077.00) except for future accruals of interest. After 12/31/01, The Executive's Account Balance Increment for each Determination Year shall be equal to an interest credit equal to the Supplemental Account Balance on the prior Valuation Date multiplied by the interest rate on 30-year Treasury securities as specified by the Commissioner of the Internal Revenue Service for the month of November of the calendar year preceding the calendar year of the determination (or such other interest rate as may be then applied for purposes of determining the amount of a lump sum distribution, as specified in Section 1.3C of the Trustco Retirement Plan).

2.5 Monthly Allocation Date. The Supplemental Account Balance on the last day of any month during the Determination Year (the "Monthly Allocation Date") shall be equal to:

(i) the Supplemental Account Balance as of the immediately preceding Valuation Date, plus

(ii) the Account Balance Increment, times the quotient of the number of months from the immediately preceding Valuation Date to the Monthly Allocation Date, divided by 12.

2.6 Reduction of Supplemental Account Balance. The Executive's Supplemental Account Balance will be reduced by the amount of any distribution made to the Executive pursuant to Sections 3.3 or 3.4.

ARTICLE III

PAYMENT OF BENEFITS

3.1 Except as otherwise provided in Sections 3.2 and 6.1, if the Executive's employment with all of the Companies is terminated for any reason other than retirement, Disability or death, the Executive will be entitled to his Supplemental Account Balance determined at the next Monthly Allocation Date.

3.2 If the Executive's employment with all of the Companies is terminated (a~)~by retirement, (b) by Disability, or (c)~by death, the Executive or his Beneficiary will be entitled to his Supplemental Account Balance determined at the next Monthly Allocation Date.

3.3 The Supplemental Account Balance shall be paid to the Executive or his Beneficiary in a single lump sum no later than 15 days after the amount is determined pursuant hereto. In the event of a Executive's retirement on or after Normal Retirement Date, such benefits will be paid in the form of a single lump sum payment or in a series of installments over a five year period, as elected by the Executive or Executive's Beneficiary.

3.4 Notwithstanding Section~3.3, any of the Companies, in its discretion, may at any time elect to distribute to the Executive or his Beneficiary a single lump sum equal to the Supplemental Account Balance as of a date specified by any of the Companies. The Actuarial Equivalent of any single lump sum distribution will be included in the amount offset under Section 2.3(c)(iii).

3.5 Notwithstanding Section 3.3, if the Executive's employment with all of the Companies is terminated for any reason, the Companies, upon the petition of the Executive, may pay to the Executive an amount equal to the Executive's Supplemental Account Balance. The Companies will not unreasonably withhold its consent to the Executive's petition under this
Section 3.5.

3.6. Notwithstanding Section 3.3, if the Executive becomes disabled and petitions any of the Companies after demonstrating a financial hardship as a result of such disability, the petitioned Company will pay to the Executive an amount equal to the Executive's Supplemental Account Balance. In the event the Executive is so disabled as to be unable to care for his own affairs, the Executive's duly qualified guardian or other legal representative may petition any of the Companies on the Executive's behalf. The Committee will have the sole discretion to determine financial hardship for purposes of this Section 3.6.

3.7. In the event that the Internal Revenue Service determines that all or a portion of the benefits payable under the Plan will be subject to federal income tax prior to distribution of such benefits, any of the Companies will distribute to the Executive that portion of his benefit on which federal income tax is being imposed.

ARTICLE IV

CLAIMS

4.1 If a claim for benefits under the Plan is denied, the Committee will provide a written notice of the denial setting forth the specific reasons for the denial, a description of any additional material or information necessary for a claimant to perfect a claim, an explanation of why such material or information is necessary, and appropriate information as to the steps to be taken for the claim to be submitted for review. A claimant may request a review of a denial. Such requests should be submitted to the Committee, in writing within 60 days after receipt of the denial notice, stating the reasons for requesting the review. A claimant may review pertinent documents and submit issues and comments in writing. A decision will be made on the review of the denial of a claim not later than 60 days after the Committee's receipt of a request for review unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible but not later than 120 days after receipt of a request for review. The decision on reivew will be in writing to the claimant and shall include specific reasons for the decision.

ARTICLE V

MISCELLANEOUS

5.1 The Companies intend that the Plan constitute an unfunded plan maintained for the purposes of providing deferred compensation for a select group of management or highly compensated employees.

5.2 This Agreement shall not be construed as giving the Executive any right to be retained in the employ of any of the Companies.

5.3 Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between any of the Companies and the Executive, his Beneficiary or any other person. To the extent that any person acquires the right to receive payment from any of the Companies under this Agreement, such right shall be no greater than the right of any unsecured general creditor of any of the Companies.

5.4 No benefit payable at any time under this Agreement shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment or encumbrance of any kind.

5.5 This Agreement shall be binding upon and inure to the benefit of the Companies, their successors and assigns and the Executive and his heirs, executor, administrator and legal representatives.

5.6 All rights hereunder shall be governed by and construed according to the laws of the State of New York, except to the extent such laws are preempted by the laws of the United States of America. In the event any provision of this Agreement is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of this Agreement.

5.7 No modification of this Agreement shall be binding upon the parties hereto, or either of them, unless such modification is in writing and signed by the Companies and the Executive.

5.8. All expenses (including, without limitation, legal fees and expenses) incurred by the Executive in connection with, or in prosecuting or defending, any claim or controversy arising out of or relating to this Agreement shall be paid by any of the Companies.

ARTICLE VI

CHANGE IN CONTROL

6.1. Notwithstanding Section 3.3, payment to the Executive of the amount set forth in Section 3.1 for the Supplemental Account Balance shall be made 15 days prior to the date of consummation of a Change in Control or, if a Change in Control occurs without prior announcement or notice thereof, within ten days after the Change in Control. Within 30 days after the Change in Control, the Committee shall review the amount of any payments made pursuant to Article III and shall make any additional payments required if the amounts previously paid were less than the amounts provided for in Section 3.1. In the event a payment is made to a Participant as the result of an announcement constituting a Change of Control and the transaction described in such announcement is not consummated, such payment shall constitute a loan by Company to the Participant, payable to Company upon demand, with interest at the rate provided in Section 1274(d)(2)(B) of the Code commencing as of the date of payment by Company of such amount. The Company will pay a Participant a "tax gross-up payment" in respect of any taxes incurred by the Participant with respect to such loan. For purposes of this Section, the term "tax gross-up payment" means an amount such that, after the payment of taxes on such tax gross-up payment, there remains a balance sufficient to pay the taxes being reimbursed. For purposes of this Section, the term "taxes" includes taxes, penalties and interest imposed by any taxing authority.

(signature page follows)

IN WITNESS WHEREOF, the Companies have caused this amended and restated Plan to be executed this 18th day of September, 2001.

ATTEST:                                 TRUSTCO BANK CORP NY



/s/Henry C. Collins                     By:/s/Barton A. Andreoli
   Henry C. Collins                          Barton A. Andreoli
    Secretary                                    Director

ATTEST                                  TRUSTCO BANK, NATIONAL ASSOCIATION



/s/Henry C. Collins                     By:/s/Barton A. Andreoli
   Henry C. Collins                          Barton A. Andreoli
     Secretary                                    Director

AGREEMENT OF EXECUTIVE

/s/Robert A. McCormick
 ROBERT A. McCORMICK

Exhibit 10(f)

AMENDED AND RESTATED
TRUSTCO BANK, NATIONAL ASSOCIATION,
AND
TRUSTCO BANK CORP NY
SUPPLEMENTAL
RETIREMENT PLAN

                                TABLE OF CONTENTS


                                                                           Page

ARTICLE I         DEFINITIONS.................................................1
         SECTION 1.1.               Actuarial Equivalent......................1
         Section 1.2                Affiliate.................................2
         SECTION 1.2                Bank......................................2
         SECTION 1.3.               Board of Directors........................2
         SECTION 1.4.               Cause.....................................2
         SECTION 1.5.               Change in Control.........................2
         SECTION 1.6.               Code..................................... 3
         SECTION 1.7.               Committee...............................  3
         SECTION 1.8.               Credited Years of Service...............  3
         SECTION 1.9.               Determination Date....................... 3
         SECTION 1.9A.              Disability................................4
         SECTION 1.10.              Earnings..................................4
         SECTION 1.11.              Employee..................................5
         SECTION 1.12.              Final Average Earnings................... 5
         SECTION 1.13.              Normal Retirement Date................... 5
         SECTION 1.14.              Participant.............................. 5
         SECTION 1.15.              Plan......................................5
         SECTION 1.16.              Plan Year.................................5
         SECTION 1.17.              Primary Social Security Benefit.......... 5
         SECTION 1.18.              Projected Accrued Benefit................ 5
         SECTION 1.19.              Projected Earnings....................... 6
         SECTION 1.20.              Projected Final Average Earnings......... 6
         SECTION 1.21.     Projected Primary Social Security
                                      Benefit................................ 6
         SECTION 1.22.              Projected Total Retirement Benefit....... 6
         SECTION 1.23.              Projected Years of Service............... 6
         SECTION 1.24.              Retirement Plan.......................... 7
         SECTION 1.25.              Supplemental Account Balance..............7
         SECTION 1.26.              Supplemental Retirement Benefit.......... 7
         SECTION 1.27.              Total Retirement Benefit................. 7
         SECTION 1.28.              Valuation Date........................... 8

ARTICLE II                 PARTICIPATION......................................8

ARTICLE III                BENEFITS.......................................... 8
         SECTION 3.1.               Benefit Amount........................... 8
         SECTION 3.2.      Supplemental Account Balance at
                                      December~31, 1993...................... 9
         SECTION 3.3.      Redetermination of Supplemental Account
                                      Balance on or Before Normal
                                      Retirement Date........................ 9
         SECTION 3.4.      Determination of Supplemental Account
                                      Balance After Normal Retirement Date.. 10
         SECTION 3.5.               Monthly Allocation Date..................11
         SECTION 3.6.      Reduction of Supplemental Account
                                      Balance............................... 11
         SECTION 3.7       Limitation on Supplemental Account............... 12
                                      Balance

                                       82

ARTICLE IV                 PAYMENT OF BENEFITS...............................13

ARTICLE V                  CLAIMS............................................14

ARTICLE VI                 AMENDMENT AND TERMINATION........................ 14

ARTICLE VII                ADMINISTRATION....................................14

ARTICLE VIII               MISCELLANEOUS.................................... 15

ARTICLE IX                 CHANGE IN CONTROL................................ 16

AMENDED AND RESTATED
TRUSTCO BANK, NATIONAL ASSOCIATION AND TRUSTCO BANK CORP NY
SUPPLEMENTAL RETIREMENT PLAN

WHEREAS, Trustco Bank, National Association, a national bank duly organized and existing under the laws of the United States (hereinafter referred to as the "Bank") maintains the Trustco Bank Supplemental Retirement Plan (hereinafter referred to as the "Plan"); and

WHEREAS, the Bank desires to amend and restate the Plan in its entirety, effective as of September 18, 2001; and

WHEREAS, TrustCo Bank Corp NY, a New York corporation (hereinafter referred to as "TrustCo" and collectively with the Bank referred to as the "Companies") desire to adopt and participate in the Plan;

NOW, THEREFORE, the Plan is hereby amended and restated in its entirety, effective as of September 18, 2001, to read as follows:

ARTICLE I
DEFINITIONS

Except as otherwise specified herein, all capitalized terms shall have the same meanings as such terms have under the Retirement Plan of Trustco Bank, National Association.

SECTION 1.1. "Actuarial Equivalent" means an amount or a benefit, as the case may be, of equivalent value as calculated below.

A. Except as otherwise provided below, the determination of Actuarial Equivalent shall be based upon the following actuarial assumptions:
the UP-1984 Mortality Table, set back two years, and interest at the rate of 7&1/2% per annum compounded annually.

B. Prior to January 1, 1999, the present value of any benefit for purposes of determining the amount of a lump sum distribution will be equal to the present value determined using the "Applicable Interest Rate" if such rate results in larger present value than calculated using a rate of 7-1/2%. The Applicable Interest Rate is the rate or rates that would be used by the Pension Benefit Guaranty Bank for the purposes of determining the present value of a lump sum distribution on termination of a qualified retirement plan (the "PBGC Rate"), determined as of the first day of the Plan Year in which the distribution is made.

C. On or after January 1, 1999, the present value of any benefit for purposes of determining the amount of a lump sum distribution will be equal to the present value determined using the 1983 Group Annuitant Mortality Table weighted 50% Males, 50% Females as set forth in Revenue Ruling 95-6 and the interest rate on 30-year treasury securities as specified by the Commissioner of the Internal Revenue Service for the month of November of the Plan Year preceding the Plan Year in which the distribution is made (or such other interest rate as may be then applied for purposes of determining the amount of a lump sum distribution, as specified in Section 1.3C of the Retirement Plan) if such rate results in larger present value than calculated using the assumptions set forth in paragraph A above.

In the event the actuarial assumptions are amended, the Actuarial Equivalent of a benefit on or after the change, with respect to a Participant on the date of change, shall be determined as the greater of (a) the Actuarial Equivalent of the Accrued Benefit as of the date of change computed on the old basis, or (b) the Actuarial Equivalent of the Accrued Benefit as of the date of determination computed on the new basis.

SECTION 1.2. "Affiliate" means TrustCo Bank Corp NY or any subsidiary, 50% or more of the voting power of which is owned, directly or indirectly, by TrustCo Bank Corp NY or the Bank.

SECTION 1.3. "Bank" has the meaning as set forth in the preamble hereto.

SECTION 1.4. "Board of Directors" means the Board of Directors of Trustco Bank, National Association.

SECTION 1.5. "Cause" means conduct of a Participant that involves the commission of an act of fraud, embezzlement or theft constituting a felony against any of the Companies as finally determined by a court of competent jurisdiction or an unequivocal admission by the Participant.

SECTION 1.6. A "Change in Control" means any of the following events: (a) any individual, corporation (other than TrustCo or the Bank, hereinafter referred to as the "Applicable Entities" or Trustco Savings Bank), partnership, trust, association, pool, syndicate, or any other entity or group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities of either of the Applicable Entities possessing 20% or more of the voting power for the election of directors of either of the Applicable Entities; (b) there shall be consummated any consolidation, merger or other business combination involving either of the Applicable Entities or the securities of either of the Applicable Entities in which holders of voting securities immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of either of the Applicable Entities (or, if either of the Applicable Entities does not survive such transaction, voting securities of the entity or entities surviving such transaction) having 60% or less of the total voting power in an election of directors of either of the Applicable Entities (or such other surviving entity or entities); (c) during any period of two consecutive years, individuals who at the beginning of such period constitute the directors of either of the Applicable Entities cease for any reason to constitute at least a majority thereof unless the election, or nomination for election by either of the Applicable Entities' shareholders, of each new director of either of the Applicable Entities was approved by a vote of at least two-thirds of the directors of either of the Applicable Entities then still in office who were directors of either of the Applicable Entities at the beginning of any such period; (d) removal by the stockholders of all or any of the incumbent directors of either of the Applicable Entities other than a removal for cause; and (e) there shall be consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of either of the Applicable Entities to a party which is not controlled by or under common control with either of the Applicable Entities.

SECTION 1.7. "Code" means the Internal Revenue Code of 1986, as amended.

SECTION 1.8. "Committee" means the committee appointed by the Board of Directors to administer the Plan.

SECTION 1.9. "Credited Years of Service" means (i)~as of a Determination Date, a Participant's Years of Benefit Service, as calculated under the Retirement Plan without taking into account the maximum limit on Years of Benefit Service set forth in the Retirement Plan, and (ii)~as of a Participant's Normal Retirement Date, a Participant's Years of Benefit Service, as calculated under the Retirement Plan without taking into account the maximum limit on Years of Benefit Service set forth in the Retirement Plan, plus the number of Plan Years (and fractions thereof) from the Determination Date to his Normal Retirement Date.

SECTION 1.10. "Determination Date" means the date of termination of employment or the date any of the Companies elects to distribute the present value of the Supplemental Retirement Benefit of the Participant or Beneficiary in a single lump sum.

SECTION 1.10A. "Disability" means a mental or physical condition which (i) in the opinion of a physician mutually agreed upon by the Board of Directors and the Participant, will prevent the Participant from carrying out the material job responsibilities or duties to which the Participant was assigned at the time the disability was incurred, and (ii) is expected to last for an indefinite duration or a duration of more than six months.

SECTION 1.11. "Earnings" means the calendar year earned income, wages, salaries, and fees for professional services, and other amounts received for personal services actually rendered in the course of employment with any of the Companies (including, but not limited to, commissions paid to salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips and bonuses, and amounts paid under the Trustco Bank Executive Officer Incentive Plan and the Trustco Bank Executive Incentive Plan) paid or accrued to a Participant by the Company and excluding the following:

(a)contributions by any of the Companies to this Plan or contributions by any of the Companies under a simplified employee pension plan to the extent the contributions are deductible by the Executive, or any distributions from a plan of deferred compensation;

(b) amounts realized from the exercise of a nonqualified stock option, or when restricted stock (or property) held by a Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;

(c) amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option;

(d) other amounts which received special tax benefits, or contributions made by any of the Companies (whether or not under a salary reduction agreement) toward the purchase of an annuity described in Code
Section 403(b) (whether or not the amounts are actually excludable from the gross income of a Participant); and

(e) amounts paid from any supplemental retirement plan maintained by any of the Companies.

Earnings includes any amounts contributed by any of the Companies or any related employer on behalf of a Participant pursuant to a salary reduction agreement which are not includable in the gross income of a Participant pursuant to Code Section~125, 401(a)(8), 401(k), 402(h) or 403(b).

SECTION 1.12. "Employee" means any person, except Robert~A. McCormick, who is employed as an executive officer by the Bank or any of its Affiliates.

SECTION 1.13. "Final Average Earnings" as of any Determin-ation Date shall be equal to the average of a Participant's highest five consecutive Plan Years of Earnings out of the 10 consecutive Plan Years immediately preceding the Determination Date.

Provided, however, if a Participant's Earnings for the Plan Year in which his employment with all of the Companies terminates for any reason is greater than his Earnings during the first Plan Year of the averaging period to be used, the first Plan Year Earnings shall be disregarded and the Earnings of the Participant during the Plan Year in which his employment terminates shall be taken into account.

SECTION 1.14. "Normal Retirement Date" means the first day of the month coinciding with or next following the month in which a Participant attains age~65.

SECTION 1.15. "Participant" means any Employee who is selected by the Board of Directors for participation in the Plan as provided in Article~II.

SECTION 1.16. "Plan" has the meaning as set forth in the preamble hereto and includes the Plan as it may be amended from time to time.

SECTION 1.17. "Plan Year" means the 12 month period beginning on any January~1 and ending on the following December~31.

SECTION 1.18. "Primary Social Security Benefit" means the annual amount that would be available to a Participant at social security retirement age under the provisions of Title~II of the Social Security Act without regard to any changes in the wage base or benefit levels that take effect after that date, based on the assumption that he will continue to receive until social security retirement age compensation which would be treated as wages for purposes of the Social Security Act at the same rate as he received such compensation at the time of retirement, death, disability or termination of employment if such event precedes his attainment of social security retirement age.

SECTION 1.19. "Projected Accrued Benefit" under the Retirement Plan means the Participant's Accrued Benefit under the Retirement Plan as of his Normal Retirement Date, based on Projected Earnings, Projected Final Average Earnings, Projected Primary Social Security Benefit, and Projected Years of Service.

SECTION 1.20. "Projected Earnings" means the estimated annual earnings of a Participant for a future Plan Year and is equal to Earnings, excluding bonus, for the year ending on the Valuation Date increased by

(a) the assumed future bonus payments, and

(b) the assumed future cost of living increases for such year.

The rate of assumed future bonus payments and the rate of assumed future cost of living increases shall be determined as of each Valuation Date by the Committee.

SECTION 1.21. "Projected Final Average Earnings" means the average of the highest five consecutive Plan Year's Projected Earnings out of the 10 consecutive Plan Years immediately preceding the Normal Retirement Date. If the Participant is within 10 years of his Normal Retirement Date, his actual Earnings, including bonuses, will be used for any Plan Year prior to the Valuation Date.

Provided, however, if the Participant's Earnings for the Plan Year in which his employment with all of the Companies terminates for any reason is greater than his Earnings during the first Plan Year of the averaging period to be used, the first Plan Year Earnings shall be disregarded and the Earnings of the Participant during the Plan Year in which his employment terminates shall be taken into account.

SECTION 1.22. "Projected Primary Social Security Benefit" means the Participant's estimated Primary Social Security Benefit as of the January~1st of the year during which he attains the Social Security retirement age assuming that the Social Security wage base and the Social Security cost of living increases are equal to the assumed future cost of living increases used for projecting earnings.

SECTION 1.23. "Projected Total Retirement Benefit" means the Total Retirement Benefit of a Participant as of his Normal Retirement Date, based on Projected Earnings, Projected Final Average Earnings, Projected Primary Social Security Benefits, and Projected Years of Service.

SECTION 1.24. "Projected Years of Service" means the completed Credited Years of Service at the Participant's Normal Retirement Date assuming the Participant continues to work forty (40) hours per week from the Valuation Date to his Normal Retirement Date.

SECTION 1.25. "Retirement Plan" means the Retirement Plan of Trustco Bank, National Association.

SECTION 1.26. "Supplemental Account Balance" means a bookkeeping account maintained by the Companies which reflects a Participant's benefit under the Plan as calculated under Article~III herein.

SECTION 1.27. "Supplemental Retirement Benefit" means the benefit calculated in accordance with Article~III of the Plan.

SECTION 1.28. "Total Retirement Benefit" for an individual who is a Participant in the Plan on December~31, 1993 means, as of any Determination Date, the greatest of the following formulas:

(a) A career average pension equal to, for each year of employment:

(i) 1.1% of the first $5,000 of Earnings, plus,

(ii) 2.0% of Earnings in excess of $5,000, or

(b) A pension equal to:

(i) 1% times Final Average Earnings times Credited Years of Service at Normal Retirement Date up to a maximum of 40~years, times

(ii) Credited Years of Service as of the Determination Date divided by Credited Years of Service at Normal Retirement Date, or

(c) A pension equal to:

(i) 2% times Final Average Earnings times Credited Years of Service at Normal Retirement Date up to a maximum of 40~years, less

(ii) 2% times the Primary Social Security Benefit times Credited Years of Service at Normal Retirement Date up to a maximum of 25~years, times

(iii) Credited Years of Service at the Determination Date divided by Credited Years of Service at Normal Retirement Date, or

(d) A pension equal to:

(i) the Accrued Benefit under the Retirement Plan as of December~31, 1988 which is not limited by the maximum benefit limit under Code Section~415 and the maximum compensation limit under Code Section 401(a)(17), plus

(ii) 1.25% times Final Average Earnings times credited Years of Service after January~1, 1989 up to a maximum of X years at the Determination Date, plus

(iii) .65% times Final Average Earnings in excess of the Covered Compensation level times Credited Years of Service after January~1, 1989 up to a maximum of X years at the Determination Date.

For purposes of subparagraphs~(ii) and (iii), X is equal to 40~years minus the Credited Years of service at January~1, 1989.

For an individual who becomes a Participant in the Plan on or after January~1, 1994, "Total Retirement Benefit" means the formula described in subparagraph~(d) of this Section 1.28.

SECTION 1.29. "Valuation Date" means December~31 of each year.

ARTICLE II
PARTICIPATION

SECTION 2.1. Participation in the Plan shall be limited to a select group of Employees of the Companies who are management or highly compensated Employees within the meaning of Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended, and who have been selected by the Board of Directors to participate in the Plan; provided, however, that Robert~A. McCormick shall not be a Participant in the Plan.

SECTION 2.2. Each Employee selected by the Board of Directors to participate in the Plan shall indicate his agreement to the terms of the Plan by executing a Participation Agreement, a form of which is attached hereto as Exhibit~A. Subject to Article~VI, an Employee and any of the Companies may agree to vary the terms of the Plan as to such Employee.

ARTICLE III
BENEFITS

SECTION 3.1. Benefit Amount. Except in the case of termination for Cause, in which event no benefit shall be payable under the Plan, if a Participant's employment with all of the Companies is terminated (a) by death or Disability, or (b) after the Participant has completed five years of Vesting Service, or (c) after the Participant has satisfied the requirements for early retirement under the Retirement Plan, the Participant will be entitled to a benefit in an amount equal to his Supplemental Account Balance payable at such time and in such manner as provided herein.

SECTION 3.2. Supplemental Account Balance at December~31, 1993. The Participant's Supplemental Account Balance at December~31, 1993, is equal to the lump sum Actuarial Equivalent of the Participant's Supplemental Retirement Benefit payable under the provisions of the Plan in effect on December~31, 1993. The Actuarial Equivalent shall be determined based on the annual Supplemental Retirement Benefit beginning on the Participant's Normal Retirement Date but based on his Final Average Earnings and Credited Years of Service as of December~31, 1993.

SECTION 3.3. Redetermination of Supplemental Account Balance on or Before Normal Retirement Date. The Participant's Supplemental Account Balance shall be redetermined on each Valuation Date and on his Normal Retirement Date.

(a) The Supplemental Account Balance on any Valuation Date after December~31, 1993 is equal to:

(i) the Supplemental Account Balance as of the immediately preceding Valuation Date, plus

(ii) the Account Balance Increment for the Plan Year ending on the Valuation Date; less

(iii) the amount of his Supplemental Retirement Benefit distributed under the Plan pursuant to Section~4.4, or its successor, since the immediately preceding Valuation Date.

(b) (1) The Account Balance Increment for the Plan Year ending December~31, 1994 shall be determined as of January~1, 1994 and is equal to:

(i) the projected Supplemental Account Balance at Normal Retirement Date, measured as of December~31, 1993, minus

(ii) the accrued pension expense as determined by the Retirement Plan actuary under the Statement of Financial Accounting Standards No.~87 as of December~31, 1993, divided by

(iii) the number of years and months from December~31, 1993 to the Participant's Normal Retirement Date, minus

(iv) the Supplemental Account Balance as of December~31, 1993, plus

(v) the accrued pension expense as determined by the Retirement Plan actuary under the Statement of Financial Accounting Standards No.~87 as of December~31, 1993.

Notwithstanding the above, no Account Balance Increment for the Plan Year ending December~31, 1994 shall be less than zero.

(2) A portion of the Account Balance Increment constitutes interest which is determined by using the interest rate on 30-year Treasury securities as specified by the Commissioner of the Internal Revenue Service for the month of November of the Plan Year preceding the applicable Plan Year (or such other interest rate as may be then applied for purposes of determining the amount of a lump sum distribution, as specified in Section 1.3C of the Retirement Plan).

(c) The Participant's projected Supplemental Account Balance at Normal Retirement Date is equal to the lump sum Actuarial Equivalent of:

(i) his Projected Total Retirement Benefit, less

(ii) the amount of his Projected Accrued Benefit under the Retirement Plan; less

(iii) the amount of his Supplemental Retirement Benefit previously distributed under the Plan pursuant to Section~4.4, or its successor.

SECTION 3.4. Determination of Supplemental Account Balance After Normal Retirement Date. If a Participant remains in the employment of any of the Companies beyond his Normal Retirement Date, his Supplemental Account Balance shall be increased as of each Valuation Date subsequent to his Normal Retirement Date by an amount equal to:

(a) the interest on the Supplemental Account Balance as of the immediately preceding Valuation Date (adjusted for any distributions made to the Participant in accordance with Section 4.4 since the immediately preceding Valuation Date) at the interest rate on 30-year Treasury securities as specified by the Commissioner of the Internal Revenue Service for the month of November of the Plan Year preceding the applicable Plan Year (or such other interest rate as may be then applied for purposes of determining the amount of a lump sum distribution, as specified in Section 1.3C of the Retirement Plan).

(b) the same percentage of Earnings as is allocated as of such Valuation Date to participants under the Profit Sharing Plan of Trustco Bank, National Association.

For the Valuation Date immediately following the Participant's Normal Retirement Date, his Account Balance Increment shall be the greater of the amount determined under Section~3.3 or the amount determined under this Section~3.4.

SECTION 3.5. Monthly Allocation Date. The Supplemental Account Balance on the last day of any month during the Plan Year (the "Monthly Allocation Date") shall be equal to:

(a) the Supplemental Account Balance as of the immediately preceding Valuation Date, plus

(b) the Account Balance Increment, times the quotient of the number of months from the immediately preceding Valuation Date to the Monthly Allocation Date, divided by 12.

SECTION 3.6. Reduction of Supplemental Account Balance. A Participant's Supplemental Account Balance will be reduced by the amount of any distribution made to the Participant pursuant to Sections~4.3 or 4.4.

SECTION 3.7. Limitation on Supplemental Account Balance.

(a) Not withstanding the above, the Supplemental Account Balance on any Valuation Date on or after December 31, 2001 shall not exceed seven million dollars (not including the interest credits provided in
Section 3.7(b)), less the Actuarial Equivalent of the amount of any previous distribution under Section 4.3 or 4.4.

(b) After the Monthly Allocation Date on which the Supplemental Account Balance is limited as provided in Section 3.7(a), it shall be increased as of each subsequent Valuation Date by an amount equal to interest on the Supplemental Account Balance as of the preceding Valuation Date (adjusted for any distributions made to the Participant in accordance with Section 4.4 since the immediately preceding Valuation Date) at the interest rate on 30-year Treasury securities as specified by the Commissioner of the Internal Revenue Service for the month of November of the calendar year immediately preceding the calendar year of the determination (or such other interest rate as may be then applied for purposes of determining the amount of a lump sum distribution, as specified in Section 1.3C of the Retirement Plan), prorated for periods of less than one year.

ARTICLE IV
PAYMENT OF BENEFITS

SECTION 4.1. Except in the case of termination for Cause, in which event no benefit shall be payable under the Plan, and except as otherwise provided in Sections~4.2 and 9.1, if a Participant's employment with all of the Companies is terminated (a)~after the Participant has completed five years of Vesting Service, or (b)~after the Participant has satisfied the requirements for early retirement under the Retirement Plan, the Participant will be entitled to his Supplemental Account Balance determined at the next Monthly Allocation Date.

SECTION 4.2. If a Participant's employment with all of the Companies is terminated (a)~by retirement, (b)~by Disability, or (c)~by death, the Participant or his Beneficiary will be entitled to his Supplemental Account Balance determined at the next Monthly Allocation Date.

SECTION 4.3. The Supplemental Account Balance shall be paid to the Participant or his Beneficiary in a single lump sum no later than 15 days after the amount is determined pursuant hereto. In the event of a Participant's retirement on or after Normal Retirement Date, such benefits will be paid in the form of a single lump sum payment or in a series of installments over a five year period, as elected by the Participant or Participant's Beneficiary.

SECTION 4.4. Notwithstanding Section~4.3, any of the Companies, in its discretion, may at any time elect to distribute to a Participant or his Beneficiary a single lump sum equal to the Supplemental Account Balance as of a date specified by the electing Company. The Actuarial Equivalent of any single lump sum distribution will be included in the amount offset under Section 3.3(c)(iii).

SECTION 4.6. Notwithstanding Section~4.3, if a Participant becomes disabled and petitions any of the Companies after demonstrating a financial hardship as a result of such disability, the petitioned Company will pay to the Participant an amount equal to the Participant's Supplemental Account Balance. In the event the Participant is so disabled as to be unable to care for his own affairs, the Participant's duly qualified guardian or other legal representative may petition any of the Companies on the Participant's behalf. The Committee will have the sole discretion to determine financial hardship for purposes of this Section~4.6.

SECTION 4.7. In the event that the Internal Revenue Service determines that all or a portion of the benefits payable under the Plan will be subject to federal income tax prior to distribution of such benefits, any of the Companies will distribute to the Participant that portion of his benefit on which federal income tax is being imposed.

ARTICLE V
CLAIMS

SECTION 5.1. If a claim for benefits under the Plan is denied, the Committee will provide a written notice of the denial setting forth the specific reasons for the denial, a description of any additional material or information necessary for a claimant to perfect a claim, and an explanation of why such material or information is necessary and appropriate information as to the steps to be taken for the claim to be submitted for review. A claimant may request a review of a denial. Such requests should be submitted to the Committee, in writing within 60~days after receipt of the denial notice, stating the reasons for requesting the review. A claimant may review pertinent documents and submit issues and comments in writing. A decision will be made on the review of the denial of a claim not later than 60~days after the Committee's receipt of a request for review unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible but not later than 120~days after receipt of a request for review. The decision on review will be in writing to the claimant and shall include specific reasons for the decision.

ARTICLE VI
AMENDMENT AND TERMINATION

SECTION 6.1. The Board of Directors may amend or terminate the Plan at any time; provided, however, that no such amendment or termination shall have the effect of reducing a Participant's benefit accrued under the Plan as of the date of such amendment or termination and the Participant shall be entitled to receive such benefit as provided in Article~III.

ARTICLE VII
ADMINISTRATION

SECTION 7.1. The Plan shall be administered by the Committee in accordance with its terms, for the exclusive benefit of Participants. The powers and duties of the Committee shall be similar to those powers and duties granted to the Plan Administrator of the Retirement Plan. Any interpretation or construction of Plan terms or any determination by the Committee with respect to Plan benefits, etc. shall be conclusive and binding with respect to Participants and all other persons. All determinations of the Committee must be made in the good faith exercise of the duties of the Committee members under the Plan and must have a sound, rational basis, which such determinations, and the basis therefor, must be recorded in writing and maintained by the Committee.

ARTICLE VIII
MISCELLANEOUS

SECTION 8.1. The Company intends that the Plan constitute an unfunded plan maintained for the purposes of providing deferred compensation for a select group of management or highly compensated employees.

SECTION 8.2. Nothing contained in this Plan and no action taken pursuant to the provisions of this Plan shall give the Participant the right to be retained in the employ of any of the Companies or interfere with the right of any of the Companies to discharge the Participant at any time, nor shall it give any of the Companies the right to require the Participant to remain in their employ or interfere with the Participant's right to terminate his employment at any time.

SECTION 8.3. No benefit payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment or encumbrance of any kind.

SECTION 8.4. All rights hereunder shall be governed by and construed according to the laws of the State of New York, except to the extent such laws are preempted by the laws of the United States of America. In the event any provision of this Plan is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of this Plan.

SECTION 8.5. Nothing contained in this Plan and no action taken pursuant to the provisions of this Plan shall create or be construed to create a trust of any kind or a fiduciary relationship between any of the Companies and the Participant or any other person. To the extent that any person acquires the right to receive payment from any of the Companies under this Plan, such right shall be no greater than the right of any unsecured general creditor of any of the Companies.

SECTION 8.6. The terms of this Plan shall be binding upon and inure to the benefit of the Companies, their successors and assigns, and the Participant and his heirs and legal representatives.

SECTION 8.7. If a Participant becomes entitled to a distribution of benefits under the Plan, and if at such time the Participant has outstanding any debt, obligation, or other liability representing an amount owing to any of the Companies, then the appropriate Company may offset such amount so owing against the amount of benefits otherwise distributable. Such determination shall be made by the Committee.

SECTION 8.8. Each of the Companies shall, to the extent permitted by law, have the right to deduct from any payments of any kind with respect to the benefit otherwise due to the Participant any Federal, state or local taxes of any kind required by law to be withheld from such payments.

SECTION 8.9. All expenses (including, without limitation, legal fees and expenses) incurred by a Participant in connection with, or in prosecuting or defending, any claim or controversy arising out of or relating to the Plan shall be paid by any of the Companies.

ARTICLE IX
CHANGE IN CONTROL

SECTION 9.1. Notwithstanding Section 4.3, payment to a Participant of the amount set forth in Section 4.1 for the Supplemental Account Balance shall be made 15 days prior to the date of consummation of a Change in Control or, if a Change in Control occurs without prior announcement or notice thereof, within ten days after the Change in Control. Within 30 days after the Change in Control, the Committee shall review the amount of any payments made pursuant to Article IV and shall make any additional payments required if the amounts previously paid were less than the amounts provided for in Section 4.1. In the event a payment is made to a Participant as the result of an announcement constituting a Change of Control and the transaction described in such announcement is not consummated, such payment shall constitute a loan by Company to the Participant, payable to Company upon demand, with interest at the rate provided in Section 1274(d)(2)(B) of the Code commencing as of the date of payment by Company of such amount. The Company will pay a Participant a "tax gross-up payment" in respect of any taxes incurred by the Participant with respect to such loan. For purposes of this Section, the term "tax gross-up payment" means an amount such that, after the payment of taxes on such tax gross-up payment, there remains a balance sufficient to pay the taxes being reimbursed. For purposes of this Section, the term "taxes" includes taxes, penalties and interest imposed by any taxing authority.

(signature page follows)

IN WITNESS WHEREOF, the Companies have caused this amended and restated Plan to be executed this 18th day of September, 2001.

ATTEST:                                  TRUSTCO BANK CORP NY


 /s/Henry C. Collins                     By:/s/Robert A. McCormick
    Henry C. Collins                           Robert A. McCormick
       Secretary                            Chairman, President, CEO


ATTEST                                   TRUSTCO BANK, NATIONAL ASSOCIATION


 /s/Henry C. Collins                     By:/s/Robert A. McCormick
    Henry C. Collins                           Robert A. McCormick
       Secretary                            Chairman, President, CEO

EXHIBIT A

TRUSTCO BANK SUPPLEMENTAL RETIREMENT PLAN
PARTICIPATION AGREEMENT

THIS AGREEMENT is made as of September 18, 2001 between Trustco Bank, National Association ("Bank") and _________ ______________________ ("Participant").

The Companies and the Participant mutually agree as follows:

1. The Participant has received a copy of the Trustco Bank Supplemental Retirement Plan ("Plan") and has read and understands the Plan.

2. By completion of this Agreement, the Participant agrees to comply with the terms of the Plan in all respects.

3. All provisions of the Plan are hereby made a part of this Agreement.

_____________________      By: ____________________________________
            Date                    Title: _________________________________



_____________________      ________________________________________
             Date                                        Participant

PARTICIPANTS AS FOLLOWS:

ROBERT T. CUSHING, SENIOR VICE PRESIDENT ROBERT J. MCCORMICK, SENIOR VICE PRESIDENT NANCY A.. MCNAMARA, SENIOR VICE PRESIDENT

Exhibit 10(g)

AMENDED AND RESTATED

TRUSTCO BANK CORP NY

PERFORMANCE BONUS PLAN

September 18, 2001

ARTICLE I, DEFINITIONS............................................................................................1
ARTICLE II, ADMINISTRATION........................................................................................4
ARTICLE III, GRANTS...............................................................................................4
ARTICLE IV, PERFORMANCE BONUS UNITS...............................................................................5
ARTICLE V, VESTING OF PERFORMANCE BONUS UNITS.....................................................................6
ARTICLE VI, PAYMENT OF PERFORMANCE BONUS UNITS....................................................................6
ARTICLE VII, VALUATION OF PERFORMANCE BONUS UNITS.................................................................8
ARTICLE VIII, CHANGES IN CAPITAL AND CORPORATE STRUCTURE..........................................................8
ARTICLE IX, NONTRANSFERABILITY....................................................................................9
ARTICLE X, WITHHOLDING............................................................................................9
ARTICLE XI, VOTING AND DIVIDEND RIGHTS...........................................................................10
ARTICLE XII, CLAIMS..............................................................................................10
ARTICLE XIII, MISCELLANEOUS PROVISIONS...........................................................................11
ARTICLE XIV, AMENDMENT OF THE PLAN...............................................................................13
ARTICLE XV, EFFECTIVENESS AND TERMS OF PLAN......................................................................13

AMENDED AND RESTATED
TRUSTCO BANK CORP NY
PERFORMANCE BONUS PLAN

WHEREAS, TrustCo Bank Corp NY (hereinafter referred to as the "Company") desires to provide a performance bonus to a select group of management or highly compensated employees of the Company and its subsidiaries in the event of a change in control of the Company, which is based upon the appreciation in the value of the common stock of the Company; and

WHEREAS, the Company maintains the TrustCo Bank Corp NY Performance Bonus Plan (hereinafter referred to as the "Plan"); and

WHEREAS, the Company desires to amend and restate the Plan in its entirety, effective as of September 18, 2001;

NOW, THEREFORE, the Company does hereby amend and restate the Plan in its entirety, effective as of September 18, 2001, to read as follows:

ARTICLE I
DEFINITIONS

Section 1.1 "Beneficiary" means the person or persons designated by a Participant in writing to receive any benefits under this Plan upon the Participant's death. If a Participant fails to designate a Beneficiary, if no such Beneficiary is living upon the death of such Participant, or if such designation is legally ineffective, then "Beneficiary" shall mean the trustee of the Participant's revocable living trust, and if none the trustee of the Participant's testamentary trust, and if none the personal representative of the Participant's estate.

Section 1.2 "Cause" means conduct of a Participant that involves the commission of an act of fraud, embezzlement or theft constituting a felony against the Company as finally determined by a court of competent jurisdiction or an unequivocal admission by the Participant.

Section 1.3 A "Change in Control" means any of the following events:
(a) any individual, corporation (other than the Company or Trustco Bank, National Association, hereinafter collectively referred to as the "Companies" or Trustco Savings Bank), partnership, trust, association, pool, syndicate, or any other entity or group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities of either of the Companies possessing 20% or more of the voting power for the election of directors of either of the Companies; (b) there shall be consummated any consolidation, merger or other business combination involving either of the Companies or the securities of either of the Companies in which holders of voting securities immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of either of the Companies (or, if either of the Companies does not survive such transaction, voting securities of the entity or entities surviving such transaction) having 60% or less of the total voting power in an election of directors of either of the Companies (or such other surviving entity or entities); (c) during any period of two consecutive years, individuals who at the beginning of such period constitute the directors of either of the Companies cease for any reason to constitute at least a majority thereof unless the election, or nomination for election by either of the Companies' shareholders, of each new director of either of the Companies was approved by a vote of at least two-thirds of the directors of either of the Companies then still in office who were directors of either of the Companies at the beginning of any such period; (d) removal by the stockholders of all or any of the incumbent directors of either of the Companies other than a removal for cause; and
(e) there shall be consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of either of the Companies to a party which is not controlled by or under common control with either of the Companies.

Section 1.4 "Committee" means the Stock Option Committee of the board of directors of the Company.

Section 1.5 "Company" has the meaning as set forth in the preamble hereto.

Section 1.6 "Participant" means a key employee of the Company or a subsidiary of the Company who is designated by the Committee as eligible to participate in the Plan. An individual who has an Account in the Plan and whose employment with the Company terminates for reasons other than Cause within one year prior to a Change in Control will continue to be a Participant in the Plan.

Section 1.7 "Performance Bonus Unit Account" or "Account" means the account established on behalf of each Participant in the Plan in accordance with Section 4.1 herein.

Section 1.8 "Performance Bonus Unit" means a unit granted pursuant to
Section 3.1 herein, the value of which is based upon the appreciation in value of the common stock of the Company.

Section 1.9 "Plan" has the meaning as set forth in the preamble hereto and includes the Plan as it may be amended from time to time.

ARTICLE II

ADMINISTRATION

Section 2.1 The Plan shall be administered by the Committee. Subject to the provisions of the Plan, the Committee shall have exclusive power to select the key employees to be granted Performance Bonus Units, to determine the number of Performance Bonus Units to be granted to each key employee selected and to determine the time or times when Performance Bonus Units will be granted; provided, however, that the individuals designated for participation will be from a select group of management or highly compensated employees. The authority granted to the Committee by the preceding sentence will be exercised based upon recommendations received from the management of the Company.

The Committee shall have authority to interpret the Plan, to adopt and revise rules and regulations relating to the Plan, to determine the conditions subject to which any awards may be made or payable, and to make any other determinations which it believes necessary or advisable for the administration of the Plan. Determinations by the Committee shall be made by a majority vote. All determinations of the Committee must be made in the good faith exercise of the duties of the Committee members under the Plan and must have a sound, rational basis, which such determinations, and the basis therefor, must be recorded in writing and maintained by the Committee.

ARTICLE III

GRANTS

Section 3.1 Performance Bonus Units shall be granted to such key employees of the Company and its subsidiaries as the Committee shall determine. The maximum number of Performance Bonus Units that may be awarded under the Plan shall not exceed an aggregate of 3,345,932 units. (The original number of Performance Bonus Units available to be awarded was 1,000,000, which number has been adjusted to reflect adjustments pursuant to Section 8.1 hereof.) If any Performance Bonus Unit awarded under the Plan shall be forfeited or canceled, such Performance Bonus Unit may again be awarded under the Plan. Performance Bonus Units shall be granted at such time or times and shall be subject to such terms and conditions, in addition to the terms and conditions set forth in the Plan, as the Committee shall determine.

ARTICLE IV

PERFORMANCE BONUS UNITS

Section 4.1 Performance Bonus Units granted to a Participant shall be credited to a Performance Bonus Unit Account established and maintained for such Participant. The Account of a Participant shall be the record of Performance Bonus Units granted to him under the Plan, is solely for accounting purposes and shall not require a segregation of any Company assets. Each Performance Bonus Unit shall be valued by the Committee, in the manner provided in Article VII, as of the date of grant thereof. Each grant of Performance Bonus Units under the Plan to a Participant and the value of such Performance Bonus Units as of the date of grant shall be communicated by the Committee in writing to the Participant within 30 days after the date of grant.

ARTICLE V

VESTING OF PERFORMANCE BONUS UNITS

Section 5.1 Performance Bonus Units granted to a Participant shall become vested upon the earlier of (i) 15 days prior to the scheduled date of consummation of a Change in Control or (ii) if not announced, on the date of consummation of a Change in Control, or (iii) the Participant's termination of employment with the Company for reasons other than Cause within one year prior to a Change in Control.

ARTICLE VI

PAYMENT OF PERFORMANCE BONUS UNITS

Section 6.1 Upon a Change in Control each Participant shall be entitled to receive from the Company an amount, with respect to each Performance Bonus Unit in the Participant's Account, determined as follows:
(i) the value (as determined by the Committee pursuant to Article VII) of each Performance Bonus Unit in the Participant's Account, as of the date of the Change in Control, (ii) reduced by the value (as determined pursuant to Article VII) of such Performance Bonus Unit as of the date of grant thereof to the Participant.

Section 6.2 Payment to a Participant of the amount set forth in
Section 6.1 for Performance Bonus Units shall be made 15 days prior to the date of consummation of a Change in Control or, if a Change in Control occurs without prior announcement or notice thereof, within ten days after the Change in Control. Within 30 days after the Change in Control, the Committee shall review the amount of any payments made pursuant to Article VI and shall make any additional payments required if the amounts previously paid were less than the amounts provided for in Section 6.1. In the event a payment is made to a Participant as the result of an announcement constituting a Change of Control and the transaction described in such announcement is not consummated, such payment shall constitute a loan by Company to the Participant, payable to Company upon demand, with interest at the rate provided in Section 1274(d)(2)(B) of the Code commencing as of the date of payment by Company of such amount. The Company will pay a Participant a "tax gross-up payment" in respect of any taxes incurred by the Participant with respect to such loan. For purposes of this Section, the term "tax gross-up payment" means an amount such that, after the payment of taxes on such tax gross-up payment, there remains a balance sufficient to pay the taxes being reimbursed. For purposes of this Section, the term "taxes" includes taxes, penalties and interest imposed by any taxing authority.

Section 6.3 In the event the benefits paid to the Participant under this Plan or any other plan or agreement are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (the "Excise Tax"), then the Company will pay to the Participant, within 10 days after the date the Excise Tax is determined to be due, an additional amount ("Gross Up") such that the net amount retained by the Participant after deduction of (i) any Excise Tax on the benefits under the Plan and any other benefits subject to the Excise Tax, and (ii) any Federal, State and local taxes and Excise Tax upon the payments provided for in this Section 6.3, shall be equal to the benefits under the Plan. For purposes of determining the amount of the Gross Up, the Participant shall be deemed to pay Federal, State and local taxes at the highest marginal rate of taxation in the calendar year in which the payment of the benefits under the Plan are to be made. State and local taxes shall be determined based upon the state and locality of the Participant's domicile upon a Change in Control and such other taxes payable to any other state or locality. The determination of whether such Excise Tax is payable and the amount thereof shall be based upon the opinion of tax counsel selected by the Company and acceptable to the Participant. If such opinion is not finally accepted by the Internal Revenue Service upon audit, then appropriate adjustments shall be computed (without interest but with Gross Up, if applicable) by such tax counsel based upon the final amount of the Excise Tax so determined. The adjusted amount shall be paid by the appropriate party in one lump cash sum within 30 days of such computation.

ARTICLE VII
VALUATION OF PERFORMANCE BONUS UNITS

Section 7.1 Except as provided in Section 7.2, for all purposes of the Plan, the value of a Performance Bonus Unit on a date of grant pursuant to Section~3.1 or upon the date of a Change in Control pursuant to Section~6.1 shall mean the closing price for shares of Company common stock on the applicable date as reported on the NASDAQ or such other system as may supersede it, and, if no such price is reported for the day of grant, the value of a Performance Bonus Unit shall be determined by reference to such price on the next preceding day on which such price was reported. If the Stock is listed on an established stock exchange or exchanges, the value of a Performance Bonus Unit shall be deemed to be the closing price for shares of Company common stock on the applicable date on such stock exchange or exchanges or, if no sale of Stock has been made on any stock exchange that day, the value of a Performance Bonus Unit shall be determined by reference to such price for the next preceding day on which a sale occurred. In the event that no such price is available, then the value of a Performance Bonus Unit shall be determined by the Committee in good faith.

Section 7.2 In the case of a Change in Control defined in Section 1.3(b) herein, the value of a Performance Bonus Unit on an applicable determination date will be based upon the value of the consideration received or to be received by shareholders of the Company in connection with such Change in Control. Within 30 days after the Change in Control, the Companies shall review the amount of any payments made pursuant to
Section 6 and shall make any additional payments required.

ARTICLE VIII
CHANGES IN CAPITAL AND CORPORATE STRUCTURE

Section 8.1 In the event of any change in the outstanding shares of common stock of the Company by reason of an issuance of additional shares, recapitalization, reclassification, reorganization, stock split, reverse stock split, combination of shares, stock dividend or similar transaction, the Committee shall proportionately adjust, in an equitable manner, the number of Performance Bonus Units held by Participants under the Plan. The foregoing adjustment shall be made in a manner that will cause the relationship between the aggregate appreciation in outstanding common stock and earnings per share of the Company and the increase in value of each Performance Bonus Unit granted hereunder to remain unchanged as a result of the applicable transaction.

ARTICLE IX

NONTRANSFERABILITY

Section 9.1 Performance Bonus Units granted under the Plan, and any rights and privileges pertaining thereto, may not be transferred, assigned, pledged or hypothecated in any manner, by operation of law or otherwise, other than by will or by the laws of descent and distribution, and shall not be subject to execution, attachment or similar process. In the event of a Participant's death, payment of any amount due under the Plan shall be made to the Participant's Beneficiary.

ARTICLE X

WITHHOLDING

Section 10.1 The Company shall have the right to deduct from all amounts paid pursuant to the Plan any taxes required by law to be withheld with respect to such awards.

ARTICLE XI

VOTING AND DIVIDEND RIGHTS

Section 11.1 Except as provided under Section~8.1, no Participant shall be entitled to any voting rights, to receive any dividends, or to have his Account credited or increased as a result of any dividends or other distribution with respect to the common stock of the Company.

ARTICLE XII

CLAIMS

Section 12.1 If a claim for benefits under the Plan is denied, the Committee will provide a written notice of the denial setting forth the specific reasons for the denial, a description of any additional material or information necessary for a claimant to perfect a claim, an explanation of why such material or information is necessary and appropriate and information as to the steps to be taken for the claim to be submitted for review. A claimant may request a review of a denial. Such request should be submitted to the Committee in writing, within 60 days after receipt of the denial notice stating the reasons for requesting the review. A claimant may review pertinent documents and submit issues and comments in writing. A decision will be made on the review of the denial of a claim not later than 60 days after the Committee's receipt of a request for review unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible but not later than 120 days after receipt of a request for review, provided that the claimant is given written notice of the extension of time within the original 60 day period. The decision on review will be in writing to claimant and shall include specific reasons for the decision.

ARTICLE XIII

MISCELLANEOUS PROVISIONS

Section 13.1 No employee or other person shall have any claim or right to be granted an award under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company.

Section 13.2 The Plan shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating assets of the Company for payment of any benefits hereunder. No Participant or other person shall have any interest in any particular assets of the Company by reason of the right to receive a benefit under the Plan and any such Participant or other person shall have only the rights of a general unsecured creditor of the Company with respect to any rights under the Plan.

Section 13.3 Notwithstanding the provisions of Section 13.2, the Company may in its discretion make contributions to a rabbi trust for the purpose of accumulating assets to satisfy its obligations hereunder; provided, however, that upon a Change in Control, the Company will make contributions to a rabbi trust in an amount that is sufficient to pay each Plan participant or beneficiary the benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Plan as of the date of the Change in Control. For purposes of this Section 13.3, the term "Change in Control" will include (i) an announcement, including but not limited to, a press release, public statement, or filing with federal or state securities regulators, of a transaction that would constitute a Change in Control as defined in Section 1.3 herein and (ii) the execution of a definitive agreement expressing the intent to accomplish any consolidation, merger or other business combination involving the Company or the securities of the Company described in Section 1.3(b) herein. At all times the assets of the rabbi trust shall remain subject to the general creditors of the Company.

Section 13.4 Except when otherwise required by the context, any masculine terminology in this document shall include the feminine, and any singular terminology shall include the plural.

ARTICLE XIV

AMENDMENT OF THE PLAN

Section 14.1 The board of directors of the Company may alter or amend the Plan from time to time without obtaining the approval of the stockholders of the Company. No amendment to the Plan may alter, impair or reduce the number of Performance Bonus Units granted under the Plan prior to the effective date of such amendment or any vesting or payment provisions with respect thereto without the written consent of any affected Participant.

ARTICLE XV

EFFECTIVENESS AND TERMS OF PLAN

Section 15.1 The effective date of the Plan as originally adopted shall be May 19, 1997 and the effective date of the Plan as amended and restated shall be September 18, 2001. The Committee may at any time terminate the Plan. Upon termination of the Plan, payments shall be made with respect to Performance Bonus Units granted prior to the date of termination. In the event of an announcement, including but not limited to, a press release, public statement, or filing with federal or state securities regulators, of a transaction that would constitute a Change in Control, the Plan shall not be terminated without Participant approval prior to the consummation of the Change in Control.

IN WITNESS WHEREOF, the Company has caused this amended and restated Plan to be executed this 18th day of September, 2001.

TRUSTCO BANK CORP NY

   By:          /s/Robert A. McCormick

 Name:             Robert A. McCormick

Title:          Chairman, President, CEO

Exhibit 10(h)

AMENDED AND RESTATED

TRUSTCO BANK, NATIONAL ASSOCIATION

EXECUTIVE OFFICER

INCENTIVE PLAN

September 18, 2001

AMENDED AND RESTATED
TRUSTCO BANK, NATIONAL ASSOCIATION
EXECUTIVE OFFICER INCENTIVE PLAN

TABLE OF CONTENTS

Page No.

ARTICLE I, DEFINITIONS 1

ARTICLE II, PARTICIPATION 5

ARTICLE III, INCENTIVE AWARDS 6

ARTICLE IV, DEFERRAL OF INCENTIVE AWARDS 7

ARTICLE V, PAYMENT OF DEFERRED INCENTIVE AWARDS 8

ARTICLE VI, CLAIMS 9

ARTICLE VII, AMENDMENT AND TERMINATION 10

ARTICLE VIII, ADMINISTRATION 10

ARTICLE IX, MISCELLANEOUS 10

AMENDED AND RESTATED
TRUSTCO BANK, NATIONAL ASSOCIATION
EXECUTIVE OFFICER INCENTIVE PLAN

WHEREAS, Trustco Bank, National Association (herein referred to as the "Bank") maintains the Trustco Bank Executive Officer Incentive Plan (herein referred to as the "Plan"); and

WHEREAS, the Bank desires to amend the Plan and to restate the Plan in its entirety, effective as of September 18, 2001;

NOW, THEREFORE, the Bank does hereby amend and restate the Plan in its entirety, effective as of September 18, 2001, to read as follows:

ARTICLE I
DEFINITIONS

Section 1.1. "Bank" has the meaning as set forth in the preamble hereto.

Section 1.2. "Base Salary" means the annual salary payable to a Participant, including deferrals under Code Section 125 and exclusive of any bonuses, incentive awards, plan contributions or any other fringe benefit payable during the Plan Year.

Section 1.3. "Beneficiary" means the person or persons designated by a Participant in writing to receive any benefits under this Plan upon the Participant's death. If a Participant fails to designate a Beneficiary, if no such Beneficiary is living upon the death of such Participant, or if such designation is legally ineffective, then "Beneficiary" shall mean the trustee of the Participant's revocable living trust, and if none the trustee of the Participant's testamentary trust, and if none the personal representative of the Participant's estate.

Section 1.4. "Board of Directors" means the Board of Directors of TrustCo Bank Corp NY.

Section 1.5. "Cause" means conduct of a Participant that involves the commission of an act of fraud, embezzlement or theft constituting a felony against the Bank as finally determined by a court of competent jurisdiction or an unequivocal admission by the Participant.

Section 1.6. A "Change in Control" means any of the following events: (a) any individual, corporation (other than TrustCo Bank Corp NY or the Bank, hereinafter collectively referred to as the "Companies" or Trustco Savings Bank), partnership, trust, association, pool, syndicate, or any other entity or group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities of either of the Companies possessing 20% or more of the voting power for the election of directors of either of the Companies; (b) there shall be consummated any consolidation, merger or other business combination involving either of the Companies or the securities of either of the Companies in which holders of voting securities immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of either of the Companies (or, if either of the Companies does not survive such transaction, voting securities of the entity or entities surviving such transaction) having 60% or less of the total voting power in an election of directors of either of the Companies (or such other surviving entity or entities); (c) during any period of two consecutive years, individuals who at the beginning of such period constitute the directors of either of the Companies cease for any reason to constitute at least a majority thereof unless the election, or nomination for election by either of the Companies' shareholders, of each new director of either of the Companies was approved by a vote of at least two-thirds of the directors of either of the Companies then still in office who were directors of either of the Companies at the beginning of any such period; (d) removal by the stockholders of all or any of the incumbent directors of either of the Companies other than a removal for cause; and (e) there shall be consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of either of the Companies to a party which is not controlled by or under common control with either of the Companies.

Section 1.7. "Code" means the Internal Revenue Code of 1986, as amended.

Section 1.8. "Committee" means the committee appointed by the Board of Directors to administer the Plan.

Section 1.9. "Deferred Compensation Account" means the bookkeeping account established for each Participant pursuant to Section 4.2 herein.

Section 1.10. "Disability" means a mental or physical condition which (i) in the opinion of a physician mutually agreed upon by the Board of Directors and the Participant, will prevent the Participant from carrying out the material job responsibilities or duties to which the Participant was assigned at the time the disability was incurred, and (ii) is expected to last for an indefinite duration or a duration of more than six months.

Section 1.11. "Incentive Award" means the awards made pursuant to Section 3.1 herein.

Section 1.12. "Net Income" means net income of TrustCo Bank Corp NY exclusive of any related restructure charges directly in conjunction with a merger or acquisition or any other Change in Control.

Section 1.13. "Participant" means any executive officer of the Bank or an affiliate who is approved by the Board of Directors for participation in the Plan as provided in Article~II.

Section 1.14. "Plan" has the meaning as set forth in the preamble hereto and includes the Plan as it may be amended from time to time.

Section 1.15. "Plan Year" means the 12 month period beginning on any January~1 and ending on the following December~31.

Section 1.16. "Retirement" means termination on or after the earliest retirement date specified in the Retirement Plan of Trustco Bank, National Association.

Section 1.17. "Return on Equity" means Net Income divided by the sum of Total Shareholder Equity exclusive of mark-to-market adjustments for securities minus any equity transaction directly in conjunction with a merger or acquisition.

Section 1.18. "Total Shareholder Equity" means total equity of TrustCo Bank Corp NY exclusive of any equity transactions directly in conjunction with a merger or acquisition.

ARTICLE II
PARTICIPATION

Section 2.1. Prior to each Plan Year, the Chief Executive Officer of the Bank will present to the Board of Directors a list of the executive officer positions recommended for participation in the Plan for the Plan Year. The Board of Directors shall act upon these recommendations and inform executive officers of their selection prior to the beginning of the Plan Year.

Section 2.2. Subject to the provisions of Sections 2.3, 2.4, 2.5 and 2.6 herein, individuals assigned to a position designated for participation in the Plan during the course of a Plan Year will be eligible for receipt of Incentive Awards even if they are in such positions only part of the Plan Year. The Incentive Award to such Participants will be prorated based upon the number of full calendar months of service in the participating position. A Participant shall be 100% vested at all times in each Incentive Award made to such Participant.

Section 2.3. A Participant who terminates employment due to Disability or Retirement will be entitled to an Incentive Award for the Plan Year based upon the portion of the Base Salary actually paid to such Participant during the Plan Year in which he terminates.

Section 2.4. A Participant who dies prior to the end of the Plan Year will be entitled to an Incentive Award for the Plan Year as calculated under Section~3.1 herein.

Section 2.5. A Participant who terminates employment prior to the end of a Plan Year for reasons other than death, Disability or Retirement, will cease to be a Participant in the Plan as of the date of termination of employment and will forfeit all rights to Incentive Awards accrued during the Plan Year in which the termination of employment occurs.

Section 2.6. A Participant who terminates employment within 12 months prior to or within two years after a Change in Control will be entitled to a pro rata portion of Participant's projected or actual Incentive Award for the Plan Year based upon the portion of the Base Salary actually paid to such Participant during the Plan Year in which the Participant terminates. In the event of a Change in Control the Participant's Incentive Award shall not be less than the pro rated portion for the immediately preceding calendar year. A Participant's pro rata portion of Participant's Incentive Award shall be payable to the Participant or the Participant's Beneficiary in a single lump sum no later than 15 days prior to the date of consummation of a Change in Control or, if a Change in Control occurs without prior announcement or notice thereof, within 10 days after the Change in Control.

Return on Equity                            Bonus Percentage
      14%                                          40%
      15%                                          50%
      16%                                          60%
      17%                                          75%
      18%                                          90%
      19%                                         105%
      20%                                         125%

Section 3.2. The Incentive Award for a Plan Year will be determined by the Board of Directors following a report to the Board of Directors made no earlier than the December meeting of the Board of Directors for the Plan Year.

Section 3.3. Except as otherwise provided in Sections 2.6 and 3.4 or Article IV herein, Incentive Awards will be paid in cash to Participants as soon as practicable following the determination of the Incentive Awards by the Board of Directors.

Section 3.4. Incentive Awards that were automatically deferred under the Plan prior to January 1, 2002, pursuant to Section 3.4 of the Plan as then in effect, will be accounted for through a separate subaccount of the Participant's Deferred Compensation Account and will be credited with interest as provided in
Section 4.3 of the Plan. Amounts in such subaccount will become payable in the earliest calendar year in which (i) the payment of such deferred amount (and interest thereon), together with other compensation to be paid to the Participant and reportable on the Participants Form W-2, is not expected to exceed the Section 162(m) limitation, or (ii) the Section 162(m) limitation is no longer applicable to compensation paid to the Participant. Deferred Incentive Awards, and earnings thereon, which become payable under this Section 3.4 will be paid in the order such Incentive Awards were deferred.

Section 3.5. (a) In the event the federal, state or local taxes in effect on the date a deferred Incentive Award is paid to a Participant exceed the federal, state or local taxes in effect on the date the Incentive Award was initially deferred pursuant to Section 3.4 and Section 4.5, the Participant shall be entitled to receive an additional lump sum cash payment sufficient to place the Participant in the same after-tax position if payment of such deferred Incentive Award (and earnings thereon) had been subject to the federal, state and local taxes that were in effect on the date of the initial deferral. Such lump sum payment will be made at the same time the deferred Incentive Award is paid to the Participant.

(b) In the event the federal, state or local taxes in effect on the date a deferred Incentive Award is paid to a Participant are lower than the federal, state or local taxes in effect on the date the Incentive Award was initially deferred pursuant to Section 3.4 and Section 4.5, the Participant's Deferred Compensation Account will be reduced by an amount necessary to place the Participant in the same after-tax position if payment of such deferred Incentive Award (and earnings thereon) had been subject to the federal, state and local taxes that were in effect on the date of the initial deferral. Such reduction will made immediately prior to the time the deferred Incentive Award is paid to the Participant.

ARTICLE IV
DEFERRAL OF INCENTIVE AWARDS AND TERMINATION BENEFITS

Section 4.1. On or before December~31, a Participant may elect in writing to defer receipt of all or a specific part of the Incentive Award that the Participant may earn the following Plan Year. Such deferral election continues in effect from Plan Year to Plan Year unless the Participant amends or terminates his deferral election by written request. Any amendment or termination of a deferral election will first become effective for the Incentive Award earned during the Plan Year commencing after the receipt of such written request.

Section 4.2. The Bank will establish a Deferred Compensation Account for each Participant who elects to defer all or part of an Incentive Award for any Plan Year. Incentive Awards deferred by a Participant pursuant to this Article IV will be credited to the Participant's Deferred Compensation Account as of the date the Incentive Award would have been payable to the Participant but for his deferral election. Such Deferred Compensation Account will be for bookkeeping purposes only.

Section 4.3. A Participant's Deferred Compensation Account will be credited at the end of each calendar quarter with an amount calculated by multiplying the Participant's Deferred Compensation Account as of the first day of the calendar quarter by a rate equal to one-fourth of the greater of (i)~6%, or (ii)~the ten-year U.S. Treasury Bond rate on the last business day of the quarter.

Section 4.4. In the event that the Internal Revenue Service determines, and it is ultimately sustained either by a court of competent jurisdiction, by settlement or otherwise, that all or a portion of the benefits payable under the Plan will be subject to federal income tax prior to distribution of such benefits, the Bank will distribute to the Participant an amount sufficient to pay the tax liability. In addition, the Bank shall pay to the Participant an additional amount sufficient to pay interest and penalties, if any, on the amount of said tax liability. The amount of interest and penalties paid to the Participant shall not be a charge against the Participant's account hereunder.

Section 4.5 Payment of termination benefits, as defined under a Participant's employment agreement, will automatically be deferred to the extent that such payment, together with a Participant's other compensation for the calendar year, as defined in Section 162(m) of the Code, is expected to exceed the Code Section 162(m) limitation on deductible compensation paid to the Participant. The date of the initial deferral will be the date the termination benefits would have been paid to the Participant, but for the provisions of this
Section 4.5. Such deferred amount will be credited to a separate subaccount of the Participant's Deferred Compensation Account and will be credited with interest as provided in Section 4.3 of the Plan. Any amount deferred pursuant to this Section 4.5 will become payable in the earliest calendar year in which (i) the payment of such deferred amount (and interest thereon), together with the Participant's other compensation for the calendar year as defined in Code
Section 162(m), does not exceed the Code Section 162(m) limitation, or (ii) the
Section 162(m) limitation is no longer applicable to compensation paid to the Participant.

ARTICLE V
PAYMENT OF DEFERRED INCENTIVE AWARDS

Section 5.1. Upon termination of employment of a Participant for any reason, Participant's Deferred Compensation Amount will be payable to the Participant or Participant's Beneficiary in a single lump sum within 10 days after termination of employment. Anything herein to the contrary notwithstanding, a Participant's Deferred Compensation Amount shall be payable to the Participant or the Participant's Beneficiary in a single lump sum 15 days prior to the date of consummation of a Change in Control or, if a Change in Control occurs without prior announcement or notice thereof, within 10 days after the Change in Control. In the event a payment is made to a Participant as the result of an announcement constituting a Change of Control and the transaction described in such announcement is not consummated, such payment shall constitute a loan by Company to the Participant, payable to Company upon demand, with interest at the rate provided in Section 1274(d)(2)(B) of the Code commencing as of the date of payment by Company of such amount. The Company will pay a Participant a "tax gross-up payment" in respect of any taxes incurred by the Participant with respect to such loan. For purposes of this Section, the term "tax gross-up payment" means an amount such that, after the payment of taxes on such tax gross-up payment, there remains a balance sufficient to pay the taxes being reimbursed. For purposes of this Section, the term "taxes" includes taxes, penalties and interest imposed by any taxing authority.

Section 5.2. Upon the death of a Participant, the Participant's Deferred Compensation Account will be payable to the Participant's Beneficiary within 30 days after written evidence of death is provided to the Bank.

Section 5.3. No inservice withdrawals are permitted except that the Committee or its designate, in its sole and absolute discretion, may permit withdrawals by a Participant of any amount from such Participant's Deferred Compensation Account if the Committee or its designate determines, in its discretion, that such funds are needed by the Participant due to serious and immediate financial hardship from an unforeseeable emergency. Serious and immediate financial hardship to the Participant must result from a sudden and unexpected illness or accident of the Participant or a dependent, loss of property due to casualty, or other similar extraordinary and unforeseeable circumstances arising from events beyond the control of the Participant. A distribution based upon such financial hardship cannot exceed the amount necessary to meet such immediate financial need, including federal, state and local taxes on the distribution. In addition, the Committee or its designate may impose suspension of a Participant's deferrals into the Plan or other penalties as a condition of such withdrawals.

ARTICLE VI
CLAIMS

Section 6.1. If a claim for benefits under the Plan is denied, the Committee will provide a written notice of the denial setting forth the specific reasons for the denial, a description of any additional material or information necessary for a claimant to perfect a claim, an explanation of why such material or information is necessary and appropriate information as to the steps to be taken for the claim to be submitted for review. A claimant may request a review of a denial. Such requests should be submitted to the Committee, in writing, within 60 days after receipt of the denial notice stating the reasons for requesting the review. A claimant may review pertinent documents and submit issues and comments in writing. A decision will be made on the review of the denial of a claim not later than 60 days after the Committee's receipt of a request for review unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible but not later than 120 days after receipt of a request for review, provided that the claimant is given written notice of the extension of time within the original 60 day period. The decision on review will be in writing to the claimant and shall include specific reasons for the decision.

ARTICLE VII
AMENDMENT AND TERMINATION

Section 7.1. The Board of Directors may amend or terminate the Plan at any time; provided, however, that no such amendment or termination may alter or impair any Participant's rights previously granted under the Plan as of the date of such amendment or termination without his consent.

Section 7.2. In the event of Plan termination, a Participant's Deferred Compensation Account will not be paid to him until he dies or otherwise terminates his employment with the Bank, provided, however, if the Plan terminates within two years after a Change in Control, a Participant's Deferred Compensation Account will be paid to the Participant or the Participant's Beneficiary in a single lump sum within 10 days after the date the Plan terminates.

ARTICLE VIII
ADMINISTRATION

Section 8.1. The Plan shall be administered by the Committee, in accordance with its terms, for the exclusive benefit of Participants.

Section 8.2. The Committee shall have authority to interpret the Plan, to adopt and revise rules and regulations relating to the Plan, to determine the conditions subject to which any awards may be made or payable, and to make any other determinations which it believes necessary or advisable for the administration of the Plan. Determinations by the Committee shall be made by a majority vote. All determinations of the Committee must be made in the good faith exercise of the duties of the Committee members under the Plan and must have a sound, rational basis, which such determinations, and the basis therefor, must be recorded in writing and maintained by the Committee.

ARTICLE IX
MISCELLANEOUS

Section 9.1. Nothing contained in this Plan and no action taken pursuant to the provisions of this Plan shall give the Participant the right to be retained in the employ of the Bank or interfere with the right of the Bank to discharge the Participant at any time.

Section 9.2. No benefit payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment or encumbrance of any kind except by will, by the laws of descent and distribution or by Beneficiary designation herein.

Section 9.3. All rights hereunder shall be governed by and construed according to the laws of the State of New York, except to the extent such laws are preempted by the laws of the United States of America. In the event any provision of this Plan is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of this Plan.

Section 9.4. Nothing contained in this Plan and no action taken pursuant to the provisions of this Plan shall create or be construed to create a trust of any kind or a fiduciary relationship between the Bank and the Participant or any other person. To the extent that any person acquires the right to receive payment from the Bank under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Bank.

Section 9.5. The terms of this Plan shall be binding upon and inure to the benefit of the Bank, its successors and assigns, and the Participant and his heirs and legal representatives.

Section 9.6. All expenses (including, without limitation, legal fees and expenses) incurred by a Participant in connection with, or in prosecuting or defending, any claim or controversy arising out of or relating to the Plan shall be paid by the Bank.

IN WITNESS WHEREOF, the Bank has caused this amended and restated Plan to be executed on this 18th day of September, 2001.

TRUSTCO BANK, NATIONAL ASSOCIATION

  By:     /s/Robert A. McCormick


Name:         Robert A. McCormick


Title:     Chairman, President, CEO

Exhibit 10(i)

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

between

TRUSTCO BANK, NATIONAL ASSOCIATION,

TRUSTCO BANK CORP NY

and

(EXECUTIVE OFFICER)

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

WHEREAS, TrustCo Bank Corp NY, a New York corporation (hereinafter referred to as "TrustCo"), Trustco Bank, National Association, a national bank duly organized and existing under the laws of the United States (hereinafter referred to as the "Bank") (hereinafter collectively with TrustCo referred to as the "Companies") entered into an Employment Agreement (hereinafter referred to as the "Agreement") with (Executive Officer) (hereinafter referred to as the "Executive"); and

WHEREAS, the Companies and the Executive desire to amend and restate the Agreement in its entirety, effective as of December 31, 2001;

NOW, THEREFORE, the Agreement is hereby amended and restated in its entirety, effective as of December 31, 2001, as provided below:

1. Engagement. The Companies agree to engage the Executive and the Executive agrees to serve the Companies as an Executive.

2. Term. The term of this Agreement shall continue until December 31, 2004. Beginning on January~1, 2005, on January 1 of each and every third year thereafter, the term of this Agreement shall be extended for an additional three year period, automatically, unless the Executive is notified 180 days in advance by the method set forth in Section 11 herein to the contrary ("Nonrenewal Notice"). Nothing contained herein, however, shall be construed to extend the Executive's right to employment beyond the age of 70 years or the then mandatory retirement age in effect, whichever shall be greater.

3. Purpose and Effect. The purpose of this Agreement is to provide Termination Benefits, as defined in Section~9 hereof, in the event of a Termination, as defined in Section~8 hereof.

4. Services. The Executive shall exert Executive's best efforts and devote substantially all of Executive's time and attention to the affairs of the Companies. The Executive shall perform the duties which are generally assigned to executives in similar positions in corporations of similar size as the Companies. The Executive shall report directly to the Chief Executive Officer.

5. Compensation. For purposes of this Agreement, Annual Compensation shall be deemed to include the Executive's Annual Base Salary, plus any amount payable pursuant to the Executive Officer Incentive Plan. The Executive shall be paid by the Companies the Annual Base Salary provided on Schedule~A attached hereto, which Annual Base Salary shall be paid biweekly. Thereafter, Annual Compensation shall be negotiated between the parties hereto and shall be deemed a part of this Agreement, provided, however, that Annual Base Salary shall not be less than the immediately preceding calendar year. In the event of a Change in Control the Incentive Award payable pursuant to the Executive Officer Incentive Plan shall not be reduced as a result of charges taken in connection with or as a result of the Change in Control.

6. Retirement and Pension. As further compensation for the services of the Executive:

(a) The Executive shall be allowed to participate fully in any disability, death benefit, retirement, or pension plans maintained by the Companies, pursuant to the terms of such plans. Nothing in this Agreement shall be construed as a waiver of any of the terms of or conditions precedent to participation in such plans; and

(b) Upon termination of the Executive's employment due to retirement (defined as the earliest retirement date applicable to the Executive under the Retirement Plan of Trustco Bank, National Association) or Disability (as defined herein), the Companies shall, for the longer of the life of the Executive or the life of the Executive's spouse, provide, at no charge or premium, to the Executive and Executive's family (which shall include the Executive's spouse and the Executive's children for so long as the children meet the status requirements as set forth by the medical and health insurance providers) the medical and health insurance benefits (including dental and prescription drug benefits) substantially similar to those which Executive and Executive's family were receiving immediately prior to Executive's Termination by the Companies under the Companies' medical insurance plan and Executive Medical Reimbursement Plan, provided, however, that the combined benefits shall not be less than those Executive is receiving as of the date hereof, and shall not be modified without the Executive's consent. The Companies shall provide to the Executive the life insurance provided to similarly situated retirees by the Companies under the Companies' insurance plan. The obligations of the Companies pursuant to this subsection (b) shall survive the termination of this Agreement. For purposes of this Agreement, the term "Disability" means a mental or physical condition which
(i)~in the opinion of a physician mutually agreed upon by the boards of directors of the Companies and the Executive, will prevent the Executive from carrying out the material job responsibilities or duties to which the Executive was assigned at the time the disability was incurred, and (ii)~is expected to last for an indefinite duration or a duration of more than six months.

7. Termination of Employment.

(a) If (i)~there shall be a Termination (as defined in Section 8 hereof) of the Executive from either of the Companies for any reason other than Good Cause (as hereinafter defined) or retirement at the mandatory retirement age and
(ii)~such Termination is within 12 months prior to, or within two years after, a Change in Control (as defined in subsection (b) of this Section) of either of the Companies, then the Executive shall receive upon such Termination the Termination Benefits set forth herein. For purposes of this Agreement, "Good Cause" shall be limited to Executive's commission of an act of fraud, embezzlement or theft constituting a felony against either of the Companies as finally determined by a court of competent jurisdiction or an unequivocal admission by the Executive.

(b) A "Change in Control" of either of TrustCo or the Bank (hereinafter collectively referred to as the "Applicable Entities") means any of the following events: (i)~any individual, corporation (other than any of the Companies), partnership, trust, association, pool, syndicate, or any other entity or group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities of either of the Applicable Entities possessing 20% or more of the voting power for the election of directors of either of the Applicable Entities; (ii)~there shall be consummated any consolidation, merger or other business combination involving either of the Applicable Entities or the securities of either of the Applicable Entities in which holders of the voting securities of either of the Applicable Entities immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of either of the Applicable Entities (or, if either of the Applicable Entities does not survive such transaction, voting securities of the entity or entities surviving such transaction) having 60% or less of the total voting power in an election of directors of either of the Applicable Entities (or such other surviving entity or entities);
(iii)~during any period of two consecutive years, individuals who at the beginning of such period constitute the directors of either of the Applicable Entities cease for any reason to constitute at least a majority thereof unless the election, or nomination for election by either of the Applicable Entities' shareholders, of each new director of either of the Applicable Entities was approved by a vote of at least two-thirds of the directors of either of the Applicable Entities then still in office who were directors of either of the Applicable Entities at the beginning of any such period; (iv)~removal by the stockholders of all or any of the incumbent directors of either of the Applicable Entities other than a removal for cause; and (v)~there shall be consummated at any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all, of the assets of either of the Applicable Entities to a party which is not controlled by or under common control with either of the Applicable Entities.

(c) In the event of an announcement, including but not limited to, a press release, public statement, or filing with federal or state securities regulators, of a transaction that would constitute a Change in Control, the Executive may, in the Executive's sole discretion, notify the Companies that Executive will terminate employment as of the scheduled date of consummation of the Change in Control, and, in such event the Executive shall be paid, and shall otherwise commence receiving, the Termination Benefits (as provided in Section 9 hereof) no later than 15 days prior to the scheduled date of consummation of the Change in Control. Within 30 days after the Change in Control, the Companies shall review the amount of any payments made pursuant to this Section 7 and shall make any additional payments required if the amounts previously paid were less than the amounts provided for in Section 9 hereof. In the event a payment is made to Executive as the result of an announcement constituting a Change of Control and the transaction described in such announcement is not consummated, such payment shall constitute a loan by Company to the Executive, payable to Company upon demand, with interest at the rate provided in Section 1274(d)(2)(B) of the Code commencing as of the date of payment by Company of such amount. The Company will pay Executive a "tax gross-up payment" in respect of any taxes incurred by the Executive with respect to such loan. For purposes of this Section, the term "tax gross-up payment" means an amount such that, after the payment of taxes on such tax gross-up payment, there remains a balance sufficient to pay the taxes being reimbursed. For purposes of this Section, the term "taxes" includes taxes, penalties and interest imposed by any taxing authority.

(d) Notice of Termination shall be communicated by the terminating party to the other parties to this Agreement pursuant to Section 11 hereof.

8. Termination. Termination shall include, but is not limited to: (i)~any reduction in the Executive's Annual Base Salary or executive incentive compensation, Disability, death or pension benefits (unless such reductions shall have been applied to all Bank employees as a part of a validly adopted plan of cost containment), or (ii)~any change in the reporting duties of the Executive so that the Executive is no longer reporting directly to the Chief Executive Officer or (iii) any reduction in Executive's duties, as determined by Executive in Executive's sole discretion, such that Executive's duties as so reduced are not appropriate to or commensurate with the Executive's position as Senior Vice President, or (iv)~either Companies' relocation or a change in the Executive's base location, or (v)~a Nonrenewal Notice given pursuant to Section 2 of this Agreement, or (vi)~the unilateral election of the Executive to terminate this Agreement. Such election shall be communicated to the Companies pursuant to Section 11 hereof.

9. Termination Benefits. The following benefits shall be Termination Benefits:

(a) The Companies shall pay to the Executive the Executive's full compensation through the effective date of his Termination at the rate in effect at the time notice of Termination is given or at the time of Termination, if earlier, and in addition

(b) Unless otherwise provided for in Section 7(c) hereof, the Companies shall pay to the Executive within 10 days of Termination a lump sum amount equal to 2.99 times the Executive's Annual Compensation then in effect, provided, however (and subject to Section 7(c)), that if the payment of the Termination Benefits, together with the Executive's other compensation for the calendar year (as defined in Section 162(m) of the Internal Revenue Code) is expected to exceed the limitation on deductible compensation set forth in Section 162(m), the payment of Termination Benefits will automatically be deferred under the Trustco Bank Executive Officer Incentive Plan and will not become payable until
(i) the earliest calendar year in which the payment of such deferred amount (and interest thereon), together with the Executive's other compensation for the calendar year (as defined in Section 162(m)) is not expected to exceed the
Section 162(m) limitation, or (ii) the Section 162(m) limitation is no longer applicable to compensation paid to the Executive, and in addition

(c) The Companies shall pay to the Executive all benefits payable to the Executive under the Companies' retirement, executive incentive compensation, pension and deferred compensation plans, and in addition

(d) The Companies shall pay to the Executive all legal fees and expenses incurred by the Executive as a result of such Termination, and in addition

(e) The Companies shall, for the longer of the life of the Executive or the life of the Executive's spouse, provide, at no charge or premium, to the Executive and Executive's family (which shall include the Executive's spouse and the Executive's children for so long as the children meet the status requirements as set forth by the medical and health insurance providers) the medical and health insurance benefits (including dental and prescription drug benefits) substantially similar to those which Executive and Executive's family were receiving immediately prior to Executive's Termination by the Companies under the Companies' medical insurance plan and the Executive Medical Reimbursement Plan, provided, however, that the combined benefits shall not be less than those Executive is receiving as of the date hereof, and shall not be modified without the Executive's consent. The Companies shall provide to the Executive the life insurance provided to similarly situated retirees by the Companies under the Companies' insurance plan, and in addition

(f) The Companies shall pay to the Executive no later than 15 days prior to the scheduled date of consummation of the Change in Control, or, if a Change in Control occurs without prior announcement or notice thereof, within 10 days after the Change in Control, Executive's pro rata portion, as calculated as of the date of a Change in Control, of the annual award under the Executive Officer Incentive Plan and all other plans in which the Executive is a participant as of the date of Notice of Termination. Within 30 days after the Change in Control, the Companies shall review the amount of any payments made pursuant to this
Section 9 and shall make any additional payments required. In the event a payment is made to Executive as the result of an announcement constituting a Change of Control and the transaction described in such announcement is not consummated, such payment shall constitute a loan by Company to the Executive, payable to Company upon demand, with interest at the rate provided in Section 1274(d)(2)(B) of the Code commencing as of the date of payment by Company of such amount. The Company will pay Executive a "tax gross-up payment" in respect of any taxes incurred by the Executive with respect to such loan. For purposes of this Section, the term "tax gross-up payment" means an amount such that, after the payment of taxes on such tax gross-up payment, there remains a balance sufficient to pay the taxes being reimbursed. For purposes of this Section, the term "taxes" includes taxes, penalties and interest imposed by any taxing authority, and in addition

(g) The Companies shall transfer any and all country club memberships owned by the Companies for the benefit of the Executive, to the Executive, and in addition

(h) The Companies shall transfer to the Executive the company car used by the Executive, as exists at the time of Termination, at book value.

(i) In the event the Termination Benefits paid to the Executive under this Agreement or any other agreement are subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986 (the "Excise Tax"), then the Companies will pay to the Executive, at the time any of the Termination Payments are first payable, or if later, within 10 days after the date the Excise Tax is determined to be due, an additional amount ("Gross Up") such that the net amount retained by the Executive after deduction of (i) any Excise Tax on the Termination Benefits and any other benefits subject to the Excise Tax, and (ii) any Federal, State and local taxes and Excise Tax upon the payments provided for in this subsection (i), shall be equal to the Termination Benefits. For purposes of determining the amount of the Gross Up, the Executive shall be deemed to pay Federal, State and local taxes at the highest marginal rate of taxation in the calendar year in which the Termination Benefits are to be made. State and local taxes shall be determined based upon the state and locality of the Executive's domicile on Termination but taking into consideration all state and local taxes payable on such an amount. The determination of whether such Excise Tax is payable and the amount thereof shall be based upon the opinion of tax counsel selected by the Companies and acceptable to the Executive. If such opinion is not finally accepted by the Internal Revenue Service upon audit, then appropriate adjustments shall be computed (without interest but with Gross Up, if applicable) by such tax counsel based upon the final amount of the Excise Tax so determined. The adjusted amount shall be paid by the appropriate party in one lump cash sum within 30 days of such computation.

10. Indemnity.

(a) Companies shall indemnify the Executive against any claim, liability or expense incurred by the Executive as a result of the Executive's service as an officer, director, employee or agent of any of the Companies, or as a result of any other service on behalf of the Companies, or service at the request of the Companies as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise (including, but not limited to, any majority owned subsidiary of any of the Companies and any employee benefit plan of any of the Companies), to the maximum extent permitted by law and the charter and bylaws of the Companies. Without limiting the generality of the foregoing, the Companies shall indemnify the Executive if the Executive was or is a party (other than a party plaintiff suing on the Executive's own behalf or in the right of the Companies), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Companies) by reason of such services against expenses (including attorneys' fees), judgments, fines (including any excise taxes assessed on the Executive with respect to an employee benefit plan) and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, in each case to the maximum extent permitted by law and the charter and bylaws of the Companies.

(b) Expenses incurred by the Executive in defending a civil or criminal action, suit or proceeding shall be paid by the Companies in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Executive to repay such amount unless it shall ultimately be determined that the Executive is entitled to be indemnified by the Companies as authorized in or pursuant to this Section.

(c) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which the Executive may be entitled under the charter or bylaws of the Companies or any statute, other agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. Any indemnification rights provided pursuant to this Section shall continue as to the Executive after the Executive has ceased to be a director, officer, employee or agent of the Companies and shall inure to the benefit of the heirs, executors and administrators of the Executive.

11. Notices. All notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be deemed to have been given at the time when mailed at any general or branch United States Post Office enclosed in a certified post paid envelope and addressed to the address of the respective party stated below or to such changed address as such party may have fixed by notice.

To the Companies: TrustCo Bank Corp NY Trustco Bank, National Association 5 Sarnowski Drive Glenville, NY 12302

Provided, however, that any notice of change of address shall be effective only upon receipt.

12. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Companies, their successors and assigns, including without limitation, any person or entity which may acquire all or substantially all of either Company's assets or business or into which either Company may be consolidated or merged, and the Executive, as well as Executive's heirs, executors, administrators and legal representatives. The Executive may assign the right to payment under this Agreement, but not obligations under this Agreement.

13. Governing Law. Except to the extent preempted by federal law, this Agreement shall be governed by the laws of the State of New York.

14. Complete Agreement. This Agreement supersedes all prior understandings and agreements between the parties, and may not be amended or modified orally, but only by a writing signed by the parties hereto.

15. Dispute Resolution. All expenses (including, without limitation, legal fees and expenses) incurred by the Executive in connection with, or in prosecuting or defending, any claim or controversy arising out of or relating to, this Agreement shall be paid by the Companies.

16. Late Payments. If Companies fail to pay when due any amount provided under this Agreement, Companies shall pay to Executive interest on any outstanding amount, at an annual rate of 12%, compounded semi-annually.

17. Designation of Beneficiary. In the event that any amount payable to the Executive as provided by this Agreement remains outstanding upon the death of the Executive, the amount due shall be payable to a beneficiary as designated by the Executive, in the same manner as set forth by this Agreement, or if no beneficiary is named, to the trustee of the Executive's revocable living trust, and if none to the trustee of the Executive's testamentary trust, and if none to the personal representative of the Executive's estate.

18. Survival of Rights. Except as may be expressly provided herein, all of the Executive's rights under this Agreement, including, but not limited to, Sections 6(b), 7 and 9 shall survive the Termination of the Executive and/or the termination of this Agreement.

19. Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction is, as to such jurisdiction, ineffective to the extent of any such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof, or affecting the validity, enforceability or legality of such provision in any other jurisdiction, unless the ineffectiveness of such provision would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable.

(signature page follows)

IN WITNESS WHEREOF, TrustCo, the Bank and the Executive have caused this Amended and Restated Agreement to be executed as of this 31st day of December, 2001.

     ATTEST:                                TRUSTCO BANK CORP NY




/s/Henry C. Collins                         By:
Henry C. Collins                              (Executive Officer)
Secretary

ATTEST                                      TRUSTCO BANK, NATIONAL ASSOCIATION



/s/Henry C. Collins                         By:
Henry C. Collins                              (Executive Officer)
Secretary

AGREEMENT OF EXECUTIVE

                              Schedule A to Agreement among Companies and (Executive Officer)
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             Calendar Year                           Annual Salary                      Approval of Companies
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                 2002                        $300,000
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                 2003
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                 2004
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                 2005
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                 2006
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                 2007
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                 2008
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Exhibit 10(j)

EMPLOYMENT AGREEMENT

between

TRUSTCO BANK, NATIONAL ASSOCIATION,

TRUSTCO BANK CORP NY

and

ROBERT A. McCORMICK

EMPLOYMENT AGREEMENT

AGREEMENT, dated as of December 31, 2001, (the "Agreement") by and between TrustCo Bank Corp NY, a New York corporation (hereinafter referred to as "TrustCo"), Trustco Bank, National Association, a national bank duly organized and existing under the laws of the United States (hereinafter referred to as the "Bank"), with principal offices at 5 Sarnowski Drive, Glenville, NY 12302 (hereinafter collectively with TrustCo referred to as the "Companies"), and Robert A. McCormick (hereinafter referred to as the "Executive"), residing at 16 Greenlea Drive, Clifton Park, New York 12065.

1. Engagement. The Companies agree to engage the Executive and the Executive agrees to serve the Companies as Chairman, President and Chief Executive Officer.

2. Term. The term of this Agreement shall continue until December 31, 2004. Beginning on January~1, 2005, on January 1 of each and every third year thereafter, the term of this Agreement shall be extended for an additional three year period, automatically, unless the Executive is notified 180 days in advance by the method set forth in Section 11 herein to the contrary ("Nonrenewal Notice"). Nothing contained herein, however, shall be construed to extend the Executive's right to employment beyond the age of 70 years or the then mandatory retirement age in effect, whichever shall be greater.

3. Purpose and Effect. The purpose of this Agreement is to provide Termination Benefits, as defined in Section~9 hereof, in the event of a Termination, as defined in Section~8 hereof.

4. Services. The Executive shall exert Executive's best efforts and devote substantially all of Executive's time and attention to the affairs of the Companies. The Executive shall be the Chairman, President and Chief Executive Officer of the Companies, and shall have full authority and responsibility for the operation of the Companies, subject to the general direction, approval, and control of the boards of directors of the Companies, for formulating policies and administering the Companies in all respects and shall perform the duties which are generally assigned to executives in similar positions in corporations of similar size as the Companies. His powers shall include the authority to hire and fire personnel of the Companies, including employees who are also members of the boards of directors, and to retain consultants when he deems necessary in order to implement the Companies' policies. The Executive shall report directly to the boards of directors.

5. Compensation. For purposes of this Agreement, Annual Compensation shall be deemed to include the Executive's Annual Base Salary, plus any amount payable pursuant to the Executive Officer Incentive Plan. The Executive shall be paid by the Companies the Annual Base Salary provided on Schedule~A attached hereto, which Annual Base Salary shall be paid biweekly. Thereafter, Annual Compensation shall be negotiated between the parties hereto and shall be deemed a part of this Agreement, provided, however, that Annual Base Salary shall not be less than the immediately preceding calendar year. In the event of a Change in Control the Incentive Award payable pursuant to the Executive Officer Incentive Plan shall not be reduced as a result of charges taken in connection with or as a result of the Change in Control.

6. Retirement and Pension. As further compensation for the services of the Executive:

(a) The Executive shall be allowed to participate fully in any disability, death benefit, retirement, or pension plans maintained by the Companies, pursuant to the terms of such plans. Nothing in this Agreement shall be construed as a waiver of any of the terms of or conditions precedent to participation in such plans; and

(b) Upon termination of the Executive~s employment due to retirement (defined as the earliest retirement date applicable to the Executive under the Retirement Plan of Trustco Bank, National Association) or Disability (as defined herein), the Companies shall, for the longer of the life of the Executive or the life of the Executive's spouse, provide, at no charge or premium, to the Executive and Executive's family (which shall include the Executive's spouse and the Executive~s children for so long as the children meet the status requirements as set forth by the medical insurance provider) the medical and health insurance benefits (including dental and prescription drug benefits) substantially similar to those which Executive and Executive's family were receiving immediately prior to Executive's Termination by the Companies under the Companies' medical insurance plan and Executive Medical Reimbursement Plan, provided, however, that the combined benefits shall not be less than those Executive is receiving as of the date hereof, and shall not be modified without the Executive's consent. The Companies shall provide to the Executive the life insurance provided to similarly situated retirees by the Companies under the Companies' insurance plan. The obligations of the Companies pursuant to this subsection (b) shall survive the termination of this Agreement. For purposes of this Agreement, the term "Disability" means a mental or physical condition which
(i)~in the opinion of a physician mutually agreed upon by the boards of directors of the Companies and the Executive, will prevent the Executive from carrying out the material job responsibilities or duties to which the Executive was assigned at the time the disability was incurred, and (ii)~is expected to last for an indefinite duration or a duration of more than six months.

7. Termination of Employment.

(a) If (i)~there shall be a Termination (as defined in Section 8 hereof) of the Executive from either of the Companies for any reason other than Good Cause (as hereinafter defined) or retirement at the mandatory retirement age and
(ii)~such Termination is within 12 months prior to, or within two years after, a Change in Control (as defined in subsection (b) of this Section) of either of the Companies, then the Executive shall receive upon such Termination the Termination Benefits set forth herein. For purposes of this Agreement, "Good Cause" shall be limited to Executive's commission of an act of fraud, embezzlement or theft constituting a felony against either of the Companies as finally determined by a court of competent jurisdiction or an unequivocal admission by the Executive.

(b) A "Change in Control" of either of TrustCo or the Bank (hereinafter collectively referred to as the "Applicable Entities") means any of the following events: (i)~any individual, corporation (other than any of the Companies), partnership, trust, association, pool, syndicate, or any other entity or group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities of either of the Applicable Entities possessing 20% or more of the voting power for the election of directors of either of the Applicable Entities; (ii)~there shall be consummated any consolidation, merger or other business combination involving either of the Applicable Entities or the securities of either of the Applicable Entities in which holders of the voting securities of either of the Applicable Entities immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of either of the Applicable Entities (or, if either of the Applicable Entities does not survive such transaction, voting securities of the entity or entities surviving such transaction) having 60% or less of the total voting power in an election of directors of either of the Applicable Entities (or such other surviving entity or entities);
(iii)~during any period of two consecutive years, individuals who at the beginning of such period constitute the directors of either of the Applicable Entities cease for any reason to constitute at least a majority thereof unless the election, or nomination for election by either of the Applicable Entities' shareholders, of each new director of either of the Applicable Entities was approved by a vote of at least two-thirds of the directors of either of the Applicable Entities then still in office who were directors of either of the Applicable Entities at the beginning of any such period; (iv)~removal by the stockholders of all or any of the incumbent directors of either of the Applicable Entities other than a removal for cause; and (v)~there shall be consummated at any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all, of the assets of either of the Applicable Entities to a party which is not controlled by or under common control with either of the Applicable Entities.

(c) In the event of an announcement, including but not limited to, a press release, public statement, or filing with federal or state securities regulators, of a transaction that would constitute a Change in Control, the Executive may, in the Executive's sole discretion, notify the Companies that Executive will terminate employment as of the scheduled date of consummation of the Change in Control, and, in such event the Executive shall be paid, and shall otherwise commence receiving, the Termination Benefits (as provided in Section 9 hereof) no later than 15 days prior to the scheduled date of consummation of the Change in Control. Within 30 days after the Change in Control, the Companies shall review the amount of any payments made pursuant to this Section 7 and shall make any additional payments required if the amounts previously paid were less than the amounts provided for in Section 9 hereof. In the event a payment is made to Executive as the result of an announcement constituting a Change of Control and the transaction described in such announcement is not consummated, such payment shall constitute a loan by Company to the Executive, payable to Company upon demand, with interest at the rate provided in Section 1274(d)(2)(B) of the Code commencing as of the date of payment by Company of such amount. The Company will pay Executive a "tax gross-up payment" in respect of any taxes incurred by the Executive with respect to such loan. For purposes of this Section, the term "tax gross-up payment" means an amount such that, after the payment of taxes on such tax gross-up payment, there remains a balance sufficient to pay the taxes being reimbursed. For purposes of this Section, the term "taxes" includes taxes, penalties and interest imposed by any taxing authority.

(d) Notice of Termination shall be communicated by the terminating party to the other parties to this Agreement pursuant to Section 11 hereof.

8. Termination. Termination shall include, but is not limited to: (i)~any reduction in the Executive's Annual Base Salary or executive incentive compensation, Disability, death or pension benefits (unless such reductions shall have been applied to all Bank employees as a part of a validly adopted plan of cost containment), or (ii)~any change in the reporting duties of the Executive so that the Executive is no longer reporting directly to the boards of directors of the Companies, or (iii) any reduction in Executive's duties, as determined by Executive in Executive's sole discretion, such that Executive's duties as so reduced are not appropriate to or commensurate with the Executive's position as President and Chief Executive Officer, or (iv)~either Companies' relocation or a change in the Executive's base location, or (v)~a Nonrenewal Notice given pursuant to Section 2 of this Agreement, or (vi)~the unilateral election of the Executive to terminate this Agreement. Such election shall be communicated to the Companies pursuant to Section 11 hereof.

9. Termination Benefits. The following benefits shall be Termination Benefits:

(a) The Companies shall pay to the Executive the Executive's full compensation through the effective date of his Termination at the rate in effect at the time notice of Termination is given or at the time of Termination, if earlier, and in addition

(b) Unless otherwise provided for in Section 7(c) hereof, the Companies shall pay to the Executive within 10 days of Termination a lump sum amount equal to 2.99 times the Executive's Annual Compensation then in effect, provided, however (and subject to Section 7(c)), that if the payment of the Termination Benefits, together with the Executive's other compensation for the calendar year (as defined in Section 162(m) of the Internal Revenue Code) is expected to exceed the limitation on deductible compensation set forth in Section 162(m), the payment of Termination Benefits will automatically be deferred under the Trustco Bank Executive Officer Incentive Plan and will not become payable until
(i) the earliest calendar year in which the payment of such deferred amount (and interest thereon), together with the Executive's other compensation for the calendar year (as defined in Section 162(m)) is not expected to exceed the
Section 162(m) limitation, or (ii) the Section 162(m) limitation is no longer applicable to compensation paid to the Executive, and in addition

(c) The Companies shall pay to the Executive all benefits payable to the Executive under the Companies' retirement, executive incentive compensation, pension and deferred compensation plans, and in addition

(d) The Companies shall pay to the Executive all legal fees and expenses incurred by the Executive as a result of such Termination, and in addition

(e) The Companies shall, for the longer of the life of the Executive or the life of the Executive's spouse, provide, at no charge or premium, to the Executive and Executive's family (which shall include the Executive's spouse and the Executive's children for so long as the children meet the status requirements as set forth by the medical or health insurance providers) the medical and health insurance benefits substantially similar to those which Executive and Executive's family were receiving immediately prior to Executive's Termination by the Companies under the Companies' medical insurance plan and the Executive Medical Reimbursement Plan, provided, however, that the combined benefits shall not be less than those Executive is receiving as of the date hereof, and shall not be modified without the Executive's consent. The Companies shall provide to the Executive the life insurance provided to similarly situated retirees by the Companies under the Companies' insurance plan, and in addition

(f) The Companies shall pay to the Executive no later than 15 days prior to the scheduled date of consummation of the Change in Control, or, if a Change in Control occurs without prior announcement or notice thereof, within 10 days after the Change in Control, Executive's pro rata portion, as calculated as of the date of a Change in Control, of the annual award under the Executive Officer Incentive Plan and all other plans in which the Executive is a participant as of the date of Notice of Termination. Within 30 days after the Change in Control, the Companies shall review the amount of any payments made pursuant to this
Section 9 and shall make any additional payments required. In the event a payment is made to Executive as the result of an announcement constituting a Change of Control and the transaction described in such announcement is not consummated, such payment shall constitute a loan by Company to the Executive, payable to Company upon demand, with interest at the rate provided in Section 1274(d)(2)(B) of the Code commencing as of the date of payment by Company of such amount. The Company will pay Executive a "tax gross-up payment" in respect of any taxes incurred by the Executive with respect to such loan. For purposes of this Section, the term "tax gross-up payment" means an amount such that, after the payment of taxes on such tax gross-up payment, there remains a balance sufficient to pay the taxes being reimbursed. For purposes of this Section, the term "taxes" includes taxes, penalties and interest imposed by any taxing authority, and in addition

(g) The Companies shall transfer any and all country club memberships owned by the Companies for the benefit of the Executive, to the Executive, and in addition

(h) The Companies shall transfer to the Executive the company car used by the Executive, as exists at the time of Termination, at book value.

(i) In the event the Termination Benefits paid to the Executive under this Agreement or any other agreement are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (the "Excise Tax"), then the Companies will pay to the Executive, at the time any of the Termination Payments are first payable, or if later, within 10 days after the date the Excise Tax is determined to be due, an additional amount ("Gross Up") such that the net amount retained by the Executive after deduction of (i) any Excise Tax on the Termination Benefits and any other benefits subject to the Excise Tax, and (ii) any Federal, State and local taxes and Excise Tax upon the payments provided for in this subsection (i), shall be equal to the Termination Benefits. For purposes of determining the amount of the Gross Up, the Executive shall be deemed to pay Federal, State and local taxes at the highest marginal rate of taxation in the calendar year in which the Termination Benefits are to be made. State and local taxes shall be determined based upon the state and locality of the Executive's domicile on Termination but taking into consideration all state and local taxes payable on such an amount. The determination of whether such Excise Tax is payable and the amount thereof shall be based upon the opinion of tax counsel selected by the Companies and acceptable to the Executive. If such opinion is not finally accepted by the Internal Revenue Service upon audit, then appropriate adjustments shall be computed (without interest but with Gross Up, if applicable) by such tax counsel based upon the final amount of the Excise Tax so determined. The adjusted amount shall be paid by the appropriate party in one lump cash sum within 30 days of such computation.

10. Indemnity.

(a) Companies shall indemnify the Executive against any claim, liability or expense incurred by the Executive as a result of the Executive's service as an officer, director, employee or agent of any of the Companies, or as a result of any other service on behalf of the Companies, or service at the request of the Companies as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise (including, but not limited to, any majority owned subsidiary of any of the Companies and any employee benefit plan of any of the Companies), to the maximum extent permitted by law and the charter and bylaws of the Companies. Without limiting the generality of the foregoing, the Companies shall indemnify the Executive if the Executive was or is a party (other than a party plaintiff suing on the Executive's own behalf or in the right of the Companies), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Companies) by reason of such services against expenses (including attorneys' fees), judgments, fines (including any excise taxes assessed on the Executive with respect to an employee benefit plan) and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, in each case to the maximum extent permitted by law and the charter and bylaws of the Companies.

(b) Expenses incurred by the Executive in defending a civil or criminal action, suit or proceeding shall be paid by the Companies in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Executive to repay such amount unless it shall ultimately be determined that the Executive is entitled to be indemnified by the Companies as authorized in or pursuant to this Section.

(c) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which the Executive may be entitled under the charter or bylaws of the Companies or any statute, other agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. Any indemnification rights provided pursuant to this
Section shall continue as to the Executive after the Executive has ceased to be a director, officer, employee or agent of the Companies and shall inure to the benefit of the heirs, executors and administrators of the Executive.

11. Notices. All notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be deemed to have been given at the time when mailed at any general or branch United States Post Office enclosed in a certified post paid envelope and addressed to the address of the respective party stated below or to such changed address as such party may have fixed by notice:

To the Companies: TrustCo Bank Corp NY Trustco Bank, National Association 5 Sarnowski Drive Glenville, NY 12302

To the Executive: Robert A. McCormick 16 Greenlea Drive Clifton Park, NY 12065

Provided, however, that any notice of change of address shall be effective only upon receipt.

12. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Companies, their successors and assigns, including without limitation, any person or entity which may acquire all or substantially all of either Company's assets or business or into which either Company may be consolidated or merged, and the Executive, as well as Executive's heirs, executors, administrators and legal representatives. The Executive may assign the right to payment under this Agreement, but not obligations under this Agreement.

13. Governing Law. Except to the extent preempted by federal law, this Agreement shall be governed by the laws of the State of New York.

14. Complete Agreement. This Agreement supersedes all prior understandings and agreements between the parties, and may not be amended or modified orally, but only by a writing signed by the parties hereto.

15. Dispute Resolution. All expenses (including, without limitation, legal fees and expenses) incurred by the Executive in connection with, or in prosecuting or defending, any claim or controversy arising out of or relating to, this Agreement shall be paid by the Companies.

16. Late Payments. If Companies fail to pay when due any amount provided under this Agreement, Companies shall pay to Executive interest on any outstanding amount, at an annual rate of 12%, compounded semi-annually.

17. Designation of Beneficiary. In the event that any amount payable to the Executive as provided by this Agreement remains outstanding upon the death of the Executive, the amount due shall be payable to a beneficiary as designated by the Executive, in the same manner as set forth by this Agreement, or if no beneficiary is named, to the trustee of the Executive's revocable living trust, and if none to the trustee of the Executive's testamentary trust, and if none to the personal representative of the Executive's estate.

18. Survival of Rights. Except as may be expressly provided herein, all of the Executive's rights under this Agreement, including, but not limited to, Sections 6(b), 7 and 9 shall survive the Termination of the Executive and/or the termination of this Agreement.

19. Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction is, as to such jurisdiction, ineffective to the extent of any such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof, or affecting the validity, enforceability or legality of such provision in any other jurisdiction, unless the ineffectiveness of such provision would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable.

(signature page follows)

IN WITNESS WHEREOF, TrustCo, the Bank and the Executive have caused this Agreement to be executed as of this 18th day of September, 2001.

    ATTEST:                                TRUSTCO BANK CORP NY



 /s/Henry C. Collins                       By:/s/Barton Andreoli
    Henry C. Collins                           Barton Andreolli
    Secretary

    ATTEST                                 TRUSTCO BANK, NATIONAL ASSOCIATION


/s/ Henry C. Collins                       By:/s/Barton Andreoli
    Henry C. Collins                            Barton Andreolli
    Secretary


                                           AGREEMENT OF EXECUTIVE


                                        /s/Robert A. McCormick
                                           ROBERT A. McCORMICK

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             Calendar Year                           Annual Salary                      Approval of Companies
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                 2002                             $500,000
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                 2003
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                 2004
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                 2005
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                 2006
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                 2007
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Exhibit 10(k)

AMENDED AND RESTATED 1995 TRUSTCO BANK CORP NY

STOCK OPTION PLAN

WHEREAS, TrustCo Bank Corp NY maintains the Amended 1995 TrustCo Bank Corp NY Stock Option Plan (hereinafter referred to as the "Plan"); and

WHEREAS, TrustCo Bank Corp NY desires to amend and restate the Plan in its entirety, effective as of September 18, 2001;

NOW, THEREFORE, TrustCo Bank Corp NY hereby amends and restates the Plan in its entirety, effective as of September 18, 2001, to read as follows:

SECTION~1: PURPOSE

This Amended 1995 TrustCo Bank Corp NY Stock Option Plan (the "Plan") has been established by TrustCo Bank Corp NY to advance the interests of the Company and its stockholders by providing to certain key employees an opportunity to acquire equity ownership in the Company and the incentive advantages inherent in that equity ownership.

"Adoption Date"          means the date this plan is duly adopted by the Board.

"Board"                  means the Board of Directors of TrustCo Bank Corp NY.

"Code"                   means the Internal Revenue Code of 1986, as amended.

"Committee"             means the Committee to be appointed by the Board from
                        time to time and to consist of three or more members
                        of the Board who have not been  eligible to receive
                        options under the Plan at any time within a period of
                        one year  immediately  preceding  the date of their
                        appointment to such Committee.

"Company"               means TrustCo Bank Corp NY and its Subsidiaries.

"Disability"            means a  Participant's  termination  of employment  by
                        the Company or a  Participating Subsidiary  by reason
                        of his  permanent  and total  disability, as  defined
                        in Code Section~22(e)(3).


"Eligible Employee"     means  any  executive  or  other  key  managerial
                        employee  of  the  Company  or  any Participating
                        Subsidiary  who  has  been  designated  by the  Board
                        as  eligible  to participate in the Plan and who is a
                        full-time, salaried  employee of the  Company,
                        provided he is so employed at the date any Stock Option
                        is granted to him.

"Fair Market  Value"    means the closing  price for shares of Company  common
                        stock on the applicable date as reported on the NASDAQ
                        or such other system as may  supersede  it,  and,
                        if no such price is  reported  for the day of
                        grant, the Fair Market Value shall be determined
                        by reference to such price on the next preceding day
                        on which such price was reported. If the Stock is
                        listed on an established stock exchange or exchanges,
                        the Fair Market Value shall be deemed to be the
                        closing price for shares of Company  common stock
                        on the  applicable  date on such stock exchange or
                        exchanges or, if no sale of Stock has been  made on any
                        stock  exchange  that day,  the Fair  Market Value
                        shall be determined by reference to such price for the
                        next preceding day on which a sale occurred. In the
                        event that no such price is available, then the Fair
                        Market Value shall be  determined by the  Committee
                        in good faith.  The purchase price shall be subject
                        to adjustment  only as provided in Section~9 of the
                        Plan.

"Incentive Stock        means an option  granted to a Participant  under  this
 Option"                Plan to  purchase the  Stock, which is designated as an
                        Incentive Stock Option  and which  satisfies  the
                        requirements of Code &422, as amended.

"Nonqualified Stock     means an option granted to a Participant under this
 Option"                Plan to purchase the Stock and which is not an
                        Incentive Stock Option.

"Option Agreement"      means  the  written  agreement  executed  between  the
                        Participant  and  the  Company evidencing the award of
                        Stock Options under this Plan, as more particularly
                        described in Section~7.

"Participant"           means any Eligible  Employee who has been awarded any
                        Stock Option(s) under this Plan and his heirs, legatees,
                        or personal  representatives who may succeed to his
                        interests under any Option Agreement at his death.

"Participating          means a Subsidiary  some or all of whose  employees
 Subsidiary"            have been designated as Eligible Employees by the Board.

"Plan"                  has the meaning set forth in the preamble  hereto,  and
                        includes the Plan as it may be amended from time to
                        time.

"Shareholder-           means  any  Eligible  Employee  who at the time an
 Employee"              Incentive  Stock  Option  is to be granted to him under
                        this Plan owns (within the meaning of Code
                        Section~422(b)(6) and (c)(5)) more than 10% of the
                        combined voting power of all classes of the Stock.

                                      166

"Stock"                 means  shares  of the  common  stock of  TrustCo  Bank
                        Corp NY,  which  may be either authorized but
                        unissued shares or treasury shares.

"Stock Appreciation     means a right, granted to a Participant  concurrently
 Right"                 with the grant of a Nonqualified Stock Option,
                        to receive a cash payment from the Company upon the
                        partial  or complete cancellation of that option by a
                        Participant.  Each Option  Agreement may provide that
                        the  Participant  may from time to time  elect to
                        cancel  all or any  portion  of the Option then subject
                        to exercise,  in which event the Company's obligation
                        in respect of such Option may be  discharged
                        by payment to the  Participant  of an amount in cash
                        equal to the excess,  if any, of the Fair Market Value
                        at the time of  cancellation of the shares  subject  to
                        the Option or the  portion  thereof  so  cancelled,
                        over the aggregate  purchase  price for such shares as
                        set forth in the Option  Agreement.  In the event of
                        such a cancellation, the number of shares as
                        to which  such  Option was cancelled shall not become
                        available for use under the Plan.

"Stock Option"          or  "Option"  means a right  granted  under this Plan
                        to purchase  Stock,  including a Nonqualified Stock
                        Option or an Incentive Stock Option.

"Subsidiary"            means a  corporation  of which  stock  possessing  50%
                        or more of the  total  combined voting  power of all
                        classes of its stock  entitled to vote generally in
                        the election of directors is owned in the aggregate by
                        TrustCo Bank Corp NY directly or indirectly through one
                        or more Subsidiaries.


SECTION~3:                 PLAN ADMINISTRATION

The Plan is to be administered by the Committee except as otherwise provided in the Plan. Subject to all other Plan provisions, the Committee is expressly empowered to:

1. select the Eligible Employees who are to receive Stock Options and Stock Appreciation Rights under this Plan from time to time and grant those Options and Stock Appreciation Rights;

2. determine the time(s) at which Stock Options and Stock Appreciation Rights are to be granted;

3. determine the number of shares of Stock to be subject to a Stock Option granted to any Participant;

4. determine the option price and term of each Stock Option granted under this Plan (including whether it is to be an Incentive Stock Option or Nonqualified Stock Option) and all other terms and conditions to be included in the Option Agreement relating to any Stock Options under this Plan;

5. determine the duration and purposes of leaves of absence which may be granted to a Participant without constituting a termination of employment or service for purposes of the Plan;

6. determine all matters of interpretation of the Plan and any Option Agreement, and the Committee's decisions shall have a sound, rational basis;

7. determine, in its sole discretion, whether the Company is to accept Stock previously acquired by a Participant as payment of the option price for Stock Options granted under this Plan or whether the Company will permit payment via the simultaneous exercise of Stock Options and sale of the Stock acquired pursuant thereto;

8. prescribe, amend and rescind all rules and regulations relating to the Plan and its operations;

9. in the event of the Company's or a Participating Subsidiary's merger, consolidation, dissolution or liquidation, accelerate the exercise date and expiration date for any unexercised Stock Options then outstanding; and

10. make all other determinations and decisions and take all further actions deemed necessary or advisable for the Plan's administration.

Notwithstanding any conflicting Plan provision, the Board reserves the right, by written resolution duly adopted by the Board, to terminate from time to time any and all powers delegated to the Committee by the express Plan provisions and, in that event, those Committee powers so terminated by the Board shall revert to and be fully exercisable by the Board to the same extent as they were exercisable by the Committee, provided that no termination of the Committee's powers shall be retroactively effective. Any termination of the Committee's powers under this Plan shall not be deemed a Plan amendment. No Committee or Board member may participate in the decision to award any Stock Option or Stock Appreciation Right under this Plan to himself. Neither the Board nor the Committee may, without the Participant's consent, change the terms and conditions of any Option Agreement after its execution, except to the extent that the Agreement may, by its terms, be so amended.

SECTION~4: PLAN EFFECTIVE DATE AND DURATION

This Plan is effective as of the Adoption Date, subject, however, to the Plan's approval by the Company's shareholders either on or before the Adoption Date or within the 12-month period following the Adoption Date. If shareholder approval is not so obtained, all Stock Options, Stock Appreciation Rights and Option Agreements granted under this Plan shall automatically be null and void, ab initio. No Stock Option may be granted under this Plan at any date which is 10~years or more after the Adoption Date.

SECTION~5: AMENDMENTS AND TERMINATIONS

This Plan may be amended, suspended, terminated or reinstated, in whole or in part, at any time by the Board; provided, however, that without the approval of the Company's stockholders, the Board may not:

1. except as provided in Section~9, increase the number of shares of Stock subject to Stock Options issued under this Plan;

2. extend the maximum period during which a Stock Option may be exercised;

3. extend the maximum period during which Incentive Stock Options may be granted under this Plan; or

4. change the class of Eligible Employees.

SECTION~6: SHARES SUBJECT TO THE PLAN

1. The total number of shares available for grants of Stock Options under this Plan is 6,900,115, subject to the adjustments under Section~9. (The original number of shares available for grants was 1,000,000, which number has been adjusted to reflect adjustments made pursuant to Section 9 hereof.) The shares may be either authorized but unissued shares or treasury shares. If a Stock Option or a portion thereof expires or terminates for any reason without being exercised in full, the unpurchased shares covered by the Option are to be available for future Stock Option grants under this Plan.

2. The maximum aggregate number of shares of Stock with respect to which Stock Options may be granted in any one fiscal year to any single Employee shall be 500,000.

SECTION~7: GRANTS OF OPTIONS

1. Nonqualified Stock Options may be granted to any Eligible Employee, at the time(s) and upon such terms and conditions as may be selected by the Committee. At the time of grant of a Nonqualified Stock Option, the Committee may, in its discretion, also grant to the Eligible Employee Stock Appreciation Rights for the total number of shares subject to that Option. The grant of a Nonqualified Stock Option and, if appropriate, Stock Appreciation Rights shall be evidenced by an Option Agreement between the Eligible Employee and the Company containing any terms and conditions specified by the Committee, but including the terms described in Section~8.

2. Incentive Stock Options may be granted to any Eligible Employee, at the time(s) and upon such terms and condition as may be selected by the Committee, subject, nevertheless to the following:

(a) The aggregate Fair Market Value, determined at the time the Incentive Stock Option is granted, of the shares with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar year (under all stock option plans of the Company and its Subsidiaries to which the provisions of Section~422 of the Code apply) shall not exceed $100,000.

(b) The grant shall be evidenced by an Option Agreement between the Company and the Eligible Employee containing any terms and conditions specified by the Committee, except that those terms and conditions must conform with Section~8 and must be consistent with the requirements for an "incentive stock option" as described in Code Section~22(b).

SECTION~8: TERMS OF OPTIONS AGREEMENT

All Option Agreements issued under this Plan must include terms that are consistent with the following:

1. The Participant shall be entitled to purchase the number of shares subject to the Stock Option, upon his exercise of that Option, at a price no less than 100% of the Stock's Fair Market Value at the date of the grant; provided, however, that in the case of an Incentive Stock Option granted to a Shareholder-Employee, the option price is to be no less than 110% of that Fair Market Value.

2. At the option's exercise, the option price may be paid in cash or cash equivalent-that is, by certified check, bank draft or postal or express money orders made payable to the Company's order in U.S. dollars. Alternatively, in the Committee's sole discretion, the option price may be paid, in whole or in part, by the Participant's exchange of Stock previously acquired by him, based on that Stock's Fair Market Value at the date of exchange or via the simultaneous exercise of Stock Options and sale of the Stock acquired pursuant thereto. However, no Stock may be accepted in payment of the option price upon exercise of an Incentive Stock Option, if that Stock was acquired by the Participant's previous exercise of an Incentive Stock Option unless that Stock has been held by the Participant for more than two years after the date that previous Option was granted and more than one year after the date that previous Option was exercised.

3. The Option may not be exercisable after the earlier of the following dates:

(a) If (i)~the Option is an Incentive Stock Option but the Participant is not a Shareholder-Employee at the date of grant, or (ii)~the Option is not an Incentive Stock Option, the date 10~years after the date of grant;

(b) If the Participant is a Shareholder-Employee at the date of grant and the Option is an Incentive Stock Option, the date five years after the date of grant;

(c) If the Participant's employment terminates for reasons other than his death or Disability or retirement, the date three months after the date his employment terminates;

(d) If the Participant terminates employment as a result of Disability or retirement, the date described in Item~3(a) or 3(b), whichever is applicable;

(e) If the Participant dies, the date prescribed by the Committee, except that no Option shall be exercisable after the date described in Item~3(a) or 3(b) of Section~8, whichever is applicable.

If the Option is an Incentive Stock Option and the Participant's employment terminates due to Disability or retirement, the tax treatment available pursuant to Code Section~422 upon the exercise of an Incentive Stock Option will not be available to a Participant who exercises any Incentive Stock Option more than
(a)~three months after the date of the termination of employment due to retirement or (b)~twelve months after the date of termination of employment due to Disability. If the Option is an Incentive Stock Option and the Participant dies, the tax treatment available pursuant to Code Section~422 upon the exercise of an Incentive Stock Option will not be available to the Participant's estate or any person who acquires the Option by bequest or inheritance or by reason of the death of the Participant unless the Participant was eligible for such tax treatment at the time of his death.

Notwithstanding the foregoing, the Committee, in its discretion, may further limit the period during which all or any portion of a Stock Option may be exercised and may accelerate the time at which an Option maybe exercised.

4. Acceleration and the immediate right to exercise options in full will occur upon a Change in Control of the Company, which is defined to include any one or more the following:

(a) any individual, corporation (other than TrustCo Bank Corp NY or Trustco Bank, National Association, hereinafter collectively referred to as the "Companies" or Trustco Savings Bank), partnership, trust, association, pool, syndicate, or any other entity or group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities of either of the Companies possessing 20% or more of the voting power for the election of directors of either of the Companies; or

(b) there shall be consummated any consolidation, merger or other business combination involving either of the Companies or the securities of either of the Companies in which holders of voting securities immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of either of the Companies (or, if either of the Companies does not survive such transaction, voting securities of the entity or entities surviving such transaction) having 60% or less of the total voting power in an election of directors of either of the Companies (or such other surviving entity or entities); or

(c) during any period of two consecutive years, individuals who at the beginning of such period constitute the directors of either of the Companies cease for any reason to constitute at least a majority thereof unless the election, or nomination for election by either of the Companies' shareholders, of each new director of either of the Companies was approved by a vote of at least two-thirds of the directors of either of the Companies then still in office who were directors of either of the Companies at the beginning of any such period; or

(d) removal by the stockholders of all or any of the incumbent directors of either of the Companies other than a removal for cause; or

(e) there shall be consummated at any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of either of the Companies to a party which is not controlled by or under common control with either of the Companies; or

(f) an announcement of any of the events described in paragraphs (a) through (e) above, including but not limited to a press release, public statement or filing with federal or state regulators.

Upon exercise of an Option during the 30-day period prior to the anticipated date of consummation of a Change in Control, the Participant exercising the Option may, in lieu of the receipt of Stock upon the exercise of the Option, elect by written notice to the Company to receive an amount in cash equal to the excess of the aggregate Value (as defined below) of the shares of Stock covered by the Option or portion thereof surrendered determined on the date the Option is exercised, over the aggregate exercise price of the Option (such excess is referred to herein as the "Aggregate Spread") which amount, in the event of a Change in Control as described in (f) above, will be paid no later than 15 days prior to the date of consummation of such Change in Control and such election may be revoked up to that date; provided, however, and notwithstanding any other provision of this Plan, if the end of such 30-day period prior to the anticipated date of consummation of a Change in Control is within six months of the date of grant of an Option held by a Participant who is an officer of the Company (for purposes of Section~16(b) of the Exchange Act), such Option shall be canceled in exchange for a cash payment to the Participant equal to the Aggregate Spread on the day which is six months and one day after the date of grant of such Option. As used in this Section~12(a)(iii) the term "Value" means the higher of (i)~the highest Fair Market Value during the 30-day period prior to the anticipated date of consummation of a Change in Control, and
(ii)~if the Change in Control is the result of a transaction or series of transactions described in paragraphs~(a) or (b) above, the highest price per share of the Stock paid in such transaction or series of transactions (which in the case of paragraph~(b) shall be the highest price per share of the Stock as reflected in a Schedule~13D by the person having made the acquisition). In the event a payment is made to a Participant as the result of an announcement constituting a Change of Control and the transaction described in such announcement is not consummated, such payment shall constitute a loan by Company to the Participant, payable to Company upon demand, with interest at the rate provided in Section 1274(d)(2)(B) of the Code commencing as of the date of payment by Company of such amount. The Company will pay a Participant a "tax gross-up payment" in respect of any taxes incurred by the Participant with respect to such loan. For purposes of this Section, the term "tax gross-up payment" means an amount such that, after the payment of taxes on such tax gross-up payment, there remains a balance sufficient to pay the taxes being reimbursed. For purposes of this Section, the term "taxes" includes taxes, penalties and interest imposed by any taxing authority.

5. The Stock Option(s) and any related Stock Appreciation Rights may be exercised during such Participant's lifetime, only by the Participant and, after his death, only by his heirs legatees or personal representatives who succeed to his interest under the Option Agreement. The Option Agreement, the Stock Options and the Stock Appreciation Rights issued under this Plan shall not be transferable by the Participant other than by will or by the laws of descent and distribution; provided, however, in addition to non-transferable Stock Options, the Committee may grant Nonqualified Stock Options that are transferable, without payment of consideration, to (i)~revocable trusts for the benefit of immediate family members which qualify as grantor trusts for Federal income tax purposes, (ii)~by gift to immediate family members, and (iii)~to partnerships whose only partners are immediate family members. The Committee may also amend outstanding Nonqualified Stock Options to provide for such transferability. Notwithstanding the foregoing, in the event that a transferable Nonqualified Stock Option is transferred as permitted herein, such Nonqualified Stock Option(s) may be exercised by such transferee. The transferee of a transferable Nonqualified Stock Option is subject to all conditions applicable to the transferable Nonqualified Stock Option prior to its transfer.

6. The aggregate Fair Market Value (determined at the time the Option is granted) of the stock with respect to which Incentive Stock Options are exercisable for the first time by such individual during any calendar year (under all such plans of the individual's employer corporation and its parent and subsidiary corporation) shall not exceed $100,000.

7. The acceleration provisions of Section~8, Items~4 and 8 of the Plan shall override restrictions contained in Section~8, Item~6.

8. If a Participant's employment terminates by his death, Disability or retirement, the exercise of each Option shall accelerate and become exercisable in full upon such termination, and shall remain exercisable throughout the period permitted for exercise as described in Item~3 of this Section~8.

9. If a Participant dies during the period which he or she could have exercised an Option under Item~3 of Section~8 of the Plan, then the Option may be exercised by the executors or administrators of the Participant's estate, or by any person or persons who may have acquired the Option, directly from the Participant by bequest or inheritance within a period prescribed by the Committee after the Participant's death, except that no Option shall be exercisable after its expiration date as defined in Item~3(a) or 3(b) of Section~8, whichever is applicable.

SECTION~9: RECAPITALIZATION

The number of shares of Stock subject to this Plan, the number of shares of Stock covered by each outstanding Option (and any corresponding Stock Appreciation Rights), and the price per share in each Option, are to be proportionately adjusted for any increase or decrease in the number of issued shares of Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend (but only on the Company's common stock) or any other increase or decrease in the number of those shares effected without receipt of consideration by the Company.

Subject to any required action by the Stockholders if the Company shall be the surviving corporation in any merger or consolidation, each outstanding Stock Option (and any corresponding Stock Appreciation Rights) shall pertain to and apply to the securities to which a holder of the number of shares of stock subject to that Option would have been entitled. A dissolution or liquidation of the Company, a proposed sale of substantially all of the assets of the Company, or a merger or consolidation in which the Company is not the surviving entity, shall cause each outstanding Option (and any corresponding stock Appreciation Rights) to terminate as of a date to be fixed by the Board; provided that no less than 30~days written notice of the date so fixed shall be given to each Optionee, and each Optionee shall have the right, during the period of 30~days preceding such termination, to exercise his option as to all or any part of the shares covered thereby, including shares as to which such option would not otherwise be exercisable, unless the parties to the transaction agree to substitute or assume the options.

The foregoing adjustments shall be made by the Committee. Fractional shares resulting from any adjustment in options pursuant to this Section~9 may be settled as the Committee or the Board (as the case may be) shall determine.

SECTION~10: GOVERNMENT AND OTHER REGULATIONS

No Option shall be exercisable, no Stock shall be issued, no certificate for shares of Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations. The Company shall have the right to rely on the opinion of its counsel as to such compliance. Any share certificate issued to evidence Stock for which an Option is exercised may bear such legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations. No Option shall be exercisable, no Stock shall be issued, no certificate for shares shall be delivered, and no payment shall be made under this Plan until the Company has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters.

SECTION~11: INDEMNIFICATION OF COMMITTEE

In addition to such other rights of indemnification that they may have as officers or directors, the Committee members shall be indemnified by the Company against the reasonable expenses, including attorneys'fees actually and necessarily incurred in connection with the Plan's administration and the defense of any action, suit, or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reasons of any action taken or failure to act under or in connection with the Plan or any Option or Stock Appreciation Right granted thereunder. The Committee members are also to be indemnified against all amounts paid by them in settlement thereof (provided that settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee member is liable for gross negligence or willful misconduct in the performance of his/her duties; provided that within 60~days after institution of any such action, suit or proceeding a Committee member shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same.

SECTION~12: MISCELLANEOUS

The adoption of this Plan, its operation, or any documents describing or referring to this Plan (or any part thereof) shall not confer upon any employee any right to continue in the employ of the Company or in any way affect any right and power of the Company to terminate the employment of any employee at any time with or without assigning a reason thereof.

This Plan, insofar as it provides for grants, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by grants under the Plan. Any liability of the Company to any person with respect to any grant under this Plan shall be based solely upon any contractual obligations which may be created pursuant to this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.

SECTION 13: WITHHOLDING

The Company shall deduct from any payment, or otherwise collect from the recipient, any taxes required to be withheld by federal, state or local governments in connection with any Stock Option. The recipient may elect, subject to approval by the Committee, to have shares of Stock withheld by the Company in satisfaction of such taxes, or to deliver other shares of stock owned by the recipient in satisfaction of such taxes. The number of shares to be withheld or delivered shall be calculated by reference to the Fair Market of the appropriate class or series of Stock on the date that such taxes are determined.

The Plan shall be administered in the State of New York and the validity, construction, interpretation, administration and effect of the Plan shall be determined solely in accordance with the laws of that State.

IN WITNESS WHEREOF, the Company has caused this Amendment and Restatement of the Plan to be executed on this 18th day of September, 2001.

TRUSTCO BANK CORP NY

By:/s/ Robert A. McCormick


Name:       Robert A. McCormick

Title:      Chairman, President, CEO

Exhibit 10(l)

AMENDED AND RESTATED
TRUSTCO BANK CORP NY DIRECTORS STOCK OPTION PLAN

WHEREAS, TrustCo Bank Corp NY maintains the TrustCo Bank Corp NY Directors Stock Option Plan (hereinafter referred to as the "Plan"); and

WHEREAS, TrustCo Bank Corp NY desires to amend and restate the Plan in its entirety, effective as of September 18, 2001;

NOW, THEREFORE, TrustCo Bank Corp NY hereby amends and restates the Plan in its entirety, effective as of September 18, 2001, to read as follows:

SECTION 1: PURPOSE OF THE PLAN

This Directors Stock Option Plan (the "Plan") has been established by TrustCo Bank Corp NY to advance the interest of stockholders and the Company by encouraging Directors to acquire a larger ownership in the Company. The resulting increased proprietary interest in the Company increases their incentive to continue active service as a Director and to oversee the success and growth of the Company.

"Adoption      means the date this plan is duly adopted by the Board.
 Date"

"Board"        means the Company's Board of Directors.

"Code"         means the Internal Revenue Code of 1986, as amended.

"Committee"    means the Compensation Committee of the Board.

"Company"      means TrustCo Bank Corp NY.

"Director"     means a member of the Board of Directors of TrustCo
               Bank Corp NY.

"Fair Market" means the closing price for shares of Company Value" common Value" stock on the applicable date as Value" reported on the NASDAQ or such other system as may supersede it, and, if no such price is reported for the day of grant, the Fair Market Value shall be determined by reference to such price on the next preceding day on which such price was reported. If the Stock is listed on an established stock exchange or exchanges, the Fair Market Value shall be deemed to be the closing price for shares of Company common stock on the applicable date on such stock exchange or exchanges or, if no sale of Stock has been made on any stock exchange that day, the Fair Market Value shall be determined by reference to such price for the next preceding day on which a sale occurred. In the event that no such price is available, then the Fair Market Value shall be determined by the Committee in good faith. The purchase price shall be subject to adjustment only as provided in Section~15 of the Plan.

"Grant Date"   as used with respect to a particular  Option,  means
               the date as of which  such  Option is  granted  by the  Committee
               pursuant to the Plan.

"Option"       means the right,  granted by the Committee  pursuant to
               Section~7 of the Plan, to purchase shares of Stock.

"Optionee"     means the  Director  to which an Option is granted by
               the  Committee  pursuant to the Plan,  except that  employees  of
               TrustCo Bank Corp NY or its subsidiaries, who are also Directors,
               shall not be eligible to receive grants under this plan.

"Plan"         has the  meaning  set forth in the  preamble  hereto,  and
               includes the Plan as it may be amended from time to time.

"Stock"        means shares of the TrustCo Bank Corp NY common stock.

"Total and     as applied to an  Optionee,  means that the  Optionee;
 Permanent     (i)~has established  to  the  Permanent   satisfaction  of  the
 Disability"   Committee   that  the   Optionee  is  unable  to  engage  in  any
               substantial   Disability"  gainful  activity  by  reason  of  any
               medically determinable physical or mental impairment which can be
               expected  to  result  in  death  or which  has  lasted  or can be
               expected  to last for a  continuous  period  of not less  than 12
               months (all within the meaning of Section  22(e)(3) of the Code);
               and  (ii)~has  satisfied  any other  requirement  imposed  by the
               Committee.

SECTION 3:        PLAN ADMINISTRATION

The Plan shall be administered by a committee composed of three or more Directors who are appointed by the Board as the Board's Compensation Committee and who may be members of the committee appointed to administer the TrustCo Bank Corp NY Stock Option Plan. The Board may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, however caused, shall be filled by the Board. The Board shall elect one of the Committee's members as Chairman. The Committee shall hold meetings at such times and places as it may determine, subject to rules and to procedures not inconsistent with the provisions of the Plan. A majority of the authorized number of members of the Committee shall constitute a quorum for the transaction of business. Acts reduced to or approved in writing by a majority of the members of the Committee then serving shall be the valid acts of the Committee. A member of the Committee shall be eligible to be granted Options under this Plan while a member of the Committee. The Committee shall be vested with full authority to make such rules and regulations as it deems necessary or desirable to administer the Plan and to interpret the provisions of the Plan. Any determination, decision or action of the Committee in connection with the construction, interpretation, administration or application of the Plan which have a sound, rational basis shall be final, conclusive and binding upon all Optionees and any person claiming under or through an Optionee, unless otherwise determined by the Board.

Any determination decision or action of the Committee provided for in the Plan may be made or taken by action of the Board if it so determines, with the same force and effect as if such determination, decision or action had been made or taken by the Committee. No member of the Committee or of the Board shall be liable for any determination, decision or action made in good faith with respect to the Plan or any Option granted under the Plan. The fact that a member of the Board shall at the time be, or shall theretofore have been or thereafter may be, a person who has received or is eligible to receive an Option shall not disqualify him or her from taking part in and voting at any time as a member of the Board in favor of or against any amendment or repeal of the Plan.

SECTION 4: PLAN EFFECTIVE DATE AND DURATION

This Plan is effective as of the Adoption Date, subject, however, to the Plan's approval by the Company's shareholders either on or before the Adoption Date of within the 12 month period following the Adoption Date. If shareholder approval is not so obtained, all Options granted under this Plan shall automatically be null and void, ab initio. No Option may be granted under this Plan at any date which is 10 years or more after the Adoption Date.

SECTION 5: AMENDMENT OR TERMINATION OF THE PLAN

The Board may at any time terminate, amend, modify or suspend the Plan, provided that, without the approval of the shareholders of the Company, no amendment or modification shall be made by the Board which:

(a) Increases the maximum number of shares as to which Options may be granted under the Plan;

(b) Alters the method by which the Option price is determined;

(c) Extends any Option for a period longer than 10 years after the Grant Date;

(d) Materially modifies the requirements as to eligibility for participation in the Plan;

(e) Amends Sections 9(a) or 9(b) at intervals more frequent than once every six months except to the extent necessary to comport with changes in the Code, the Employee Retirement Income Security Act, or the rules thereunder; or

(f) Alters this Section~5 so as to defeat its purpose.

Further, no amendment, modification, suspension or termination of the Plan shall in any manner affect any Option theretofore granted under the plan without the consent of the Optionee or any person validly claiming under or through the Optionee.

SECTION 6: STOCK SUBJECT TO THE PLAN

(a) The stock to be issued upon exercise of Options granted under the Plan shall be TrustCo Bank Corp NY Stock, which shall be made available, at the discretion of the Board, either from authorized but unissued Stock or from Stock acquired by the Company, including shares purchased in the open market. The aggregate number of shares of Stock which may be issued under or subject to Options granted under this Plan shall not exceed 461,739 shares. (The original number of shares available for grants was 50,000, which number has been adjusted to reflect adjustments made pursuant to Section 15 hereof) The limitation established by the preceding sentence shall be subject to adjustment as provided in Section~15 of the Plan.

(b) In the event that any outstanding Option or portion thereof under the Plan for any reason expires or is terminated, the shares of Stock allocable to the unexercised portion of such Option may again be made subject to Option under the Plan.

SECTION 7: GRANT OF OPTIONS

The Committee may from time to time, subject to the provisions of the Plan, grant Options to Directors to purchase shares of Stock allotted in accordance with Section~6. All Options granted under this Plan shall be "Nonqualified Stock Options" for purposes of the Code.

SECTION 8: OPTION PRICE

The purchase price per share of each share of Stock which is subject to an Option shall be 100% of the Fair Market Value of a share of Stock on the date the Grant Date.

SECTION 9: ELIGIBILITY OF OPTIONEES

(a) Options on 1,000 shares of Stock shall be granted once each calendar year at a meeting of the Board of Directors held during such calendar year to each person who is then a Director of the Company, except that if Counsel to the Company determines in his sole discretion that on such date the Company is in possession of material non-public information concerning its affairs, such grant shall be delayed until the third day on which trading occurs following the public dissemination of such information or the date of an event which renders such information immaterial.

(b) Subject to the terms of the Plan, and subject to review by the Board, the Committee shall have exclusive jurisdiction (i)~to determine the dates on which, or the time periods during which, the Option may be exercised, (ii)~to determine the purchase price of the shares subject to each Option in accordance with Section~8 of the Plan and (iii)~to prescribe the form, which shall be consistent with the Plan, of the instrument evidencing any Options granted under the Plan.

(c) Neither anything contained in the Plan or in any document under the Plan nor the grant of any Option under the Plan shall confer upon any Optionee any right to continue as a Director of the Company or limit in any respect the right of the Company shareholders to terminate the Optionee's directorship at any time and for any reason.

SECTION 10: NON-TRANSFERABILITY OF OPTIONS

No Option granted under the Plan shall be assignable or transferable by the Optionee other than by will or the laws of descent and distribution, and during the lifetime of an Optionee the Option shall be exercisable only by such Optionee.

SECTION 11: TERM AND EXERCISE OF OPTIONS

(a) Each Option granted under the Plan shall terminate on the date which is 10 years after the Grant Date. The Committee at its discretion may provide further limitations on the exercisability of Options granted under the Plan. An Option may be exercised only during the continuance of the Optionee's service as a Director, except as provided in Sections~12 and 13 of the Plan.

(b) A person electing to exercise an Option shall give written notice to the Company of such election and of the number of shares he or she has elected to purchase, in such forms as the Committee shall have prescribed or approved, and shall at the time of exercise tender the full purchase price of the shares he or she has elected to purchase. The purchase price shall be paid in full in cash upon the exercise of the Option; provided, however, that in lieu of cash, with the approval of the Committee at or prior to exercise, an Optionee may exercise his or her Option by tendering to the Company shares of Stock owned by him or her, based on that Stock's Fair Market Value at the date of exchange or via the simultaneous exercise of Stock Options and sale of the Stock acquired pursuant thereto and having a fair market value equal to the cash exercise price applicable to his or her Option, with the then fair market value of such stock to be determined in the same manner as provided in Section~8 of the Plan with respect to the determination of the fair market value of Stock on the date an Option is granted.

(c) An Optionee or a transferee of an Option shall have no rights as a stockholder with respect to any shares covered by his or her Option until the date the stock certificate is issued evidencing ownership of the shares. No adjustments shall be made for dividends (ordinary or extraordinary), whether in cash, securities or other property, or distributions or other rights, for which the record date is prior to the date such stock certificate is issued, except as provided in Section~15 hereof.

SECTION 12: TERMINATION OF DIRECTORSHIP

If an Optionee's status as a Director ceases for any reason, any Option granted to him or her under the Plan shall terminate, and all rights under the Option shall cease, except:

(a) In the case of a Stock Option held by an Optionee that is not subject to Total and Permanent Disability, such Stock Option shall terminate 18 months after the termination of the Optionee's status as Director.

(b) In the case of a Stock Option held by an Optionee who is subject to Total and Permanent Disability, such Stock Option shall terminate upon its expiration date.

(c) In the case of the Optionee's death while serving as a director, such Stock Option shall terminate eighteen months after the date of death.

(d) The foregoing notwithstanding, no Option shall be exercisable after its expiration date.

SECTION 13: DEATH OF AN OPTIONEE

If an Optionee dies after ceasing to serve as a Director but within the period during which he or she could have exercised the Option under Section~12 of the Plan, then the Option may be exercised by the executors or administrators of the Optionee's estate, or by any person or persons who have acquired the Option directly from the Optionee by bequest or inheritance, within a period prescribed by the Committee after the Optionee's death, except that no Option shall be exercisable after its expiration date.

SECTION 14: MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS

Subject to the terms and conditions and within the limitations of the Plan, the Committee may modify, extend or renew outstanding Options granted under the Plan or accept the surrender of outstanding Options (to the extent not theretofore exercised) and grant new Options in substitution therefor. Without limiting the generality of the foregoing, the Committee may grant to an Optionee, if he or she is otherwise eligible and consents thereto, a new or modified Option in lieu of an outstanding Option for a number of shares, at an exercise price and for a term which are greater or lesser than under the earlier Option, or may do so by cancellation and regrant, amendment, substitution or otherwise, subject only to the general limitations and conditions of the Plan. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair any rights or obligations under any Option theretofore granted under the Plan.

SECTION 15: CHANGES IN CAPITALIZATION

(a) In the event that the shares of the Company, as presently constituted, shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation (whether by reason of merger, consolidation, recapitalization, reclassification, stock dividend, stock split, combination of shares or otherwise) or if the number of such shares of stock shall be increased through the payment of a stock dividend, then, subject to the provisions of Subsection~(c) below, there shall be substituted for or added to each share of stock of the Company which was theretofore appropriated, or which thereafter may become subject to an Option under the Plan, the number and kind of shares of stock or other securities into which each outstanding share of the stock of the Company shall be so changed or for which each such share shall be exchanged or to which each such share shall be entitled, as the case may be. Outstanding Options shall also be appropriately amended as to price and other terms, as may be necessary to reflect the foregoing events.

(b) If there shall be any other change in the number or kind of the outstanding shares of the stock of the Company, or of any stock or other securities into which such stock shall have been changed, or for which it shall have been exchanged, and if the Board or the Committee (as the case may be), shall, in its sole discretion, determine that such change equitably requires an adjustment in any Option which was theretofore granted or which may thereafter be granted under the Plan, then such adjustment shall be made in accordance with such determination.

(c) A dissolution or liquidation of the Company or a merger or a consolidation in which the Company is not the surviving corporation, shall cause each outstanding Option to terminate, except to the extent that another corporation may and does in the same transaction assume and continue the option or substitute its own Options. In either event, the Board or the Committee (as the case may be) shall have the right to accelerate the time within which the Option may be exercised.

(d) Fractional shares resulting from any adjustment in Options pursuant to this Section~15 may be settled as the Board or the Committee (as the case may be) shall determine.

(e) To the extent that the foregoing adjustments relate to stock or securities of the Company such adjustments shall be made by the Committee, whose determination, which has a sound, rational basis, in that respect shall be final, binding and conclusive. Notice of any adjustment shall be given by the Company to each holder of an Option which shall have been so adjusted.

(f) The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge, to consolidate, to dissolve, to liquidate or to sell or transfer all or any part of its business or assets.

SECTION 16: LISTING AND REGISTRATION OF SHARES

(a) No Option granted pursuant to the Plan shall be exercisable in whole or in part if at any time the Board or the Committee (as the case may be) shall determine in its discretion that the listing, registration or qualification of the shares of Stock subject to such Option on any securities exchange or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Option or the issue of shares thereunder, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board.

(b) If a registration statement under the Securities Act of 1933 with respect to the shares issuable upon exercise of any Option granted under the Plan is not in effect at the time of exercise, as a condition of the issuance of the shares the person exercising such Option shall give the Committee a written statement, satisfactory in form and substance to the Committee, that he or she is acquiring the shares for his or her own account for investment and not with a view to their distribution. The Company may place upon any stock certificate for shares issuable upon exercise of such Option the following legend or such other legend as the Committee may prescribe to prevent disposition of the shares in violation of the Securities Act of 1933 or other applicable law:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THEM UNDER THE ACT OR A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED.

SECTION 17: MISCELLANEOUS

The Plan shall be administered in the State of New York and the validity, construction, interpretation, administration and effect of the Plan shall be determined solely in accordance with the laws of that State.

IN WITNESS WHEREOF, the Company has caused this Amendment and Restatement of the Plan to be executed on this 18th day of September, 2001.

TRUSTCO BANK CORP NY

   By:  /s/Robert A. McCormick

Name:            Robert A. McCormick

Title:      Chairman, President, CEO

Exhibit 10(m)

AMENDED AND RESTATED

TRUSTCO BANK CORP NY

DIRECTORS PERFORMANCE BONUS PLAN

September 18, 2001

                                                                                                           .


ARTICLE I, DEFINITIONS.........................................................................................1
ARTICLE II, ADMINISTRATION.....................................................................................3
ARTICLE III, GRANTS............................................................................................4
ARTICLE IV, PERFORMANCE BONUS UNITS............................................................................4
ARTICLE V, VESTING OF PERFORMANCE BONUS UNITS..................................................................5
ARTICLE VI, PAYMENT OF PERFORMANCE BONUS UNITS.................................................................5
ARTICLE VII, VALUATION OF PERFORMANCE BONUS UNITS..............................................................6
ARTICLE VIII, CHANGES IN CAPITAL AND CORPORATE STRUCTURE.......................................................6
ARTICLE IX, NONTRANSFERABILITY.................................................................................7
ARTICLE X, WITHHOLDING.........................................................................................7
ARTICLE XI, VOTING AND DIVIDEND RIGHTS.........................................................................8
ARTICLE XII, CLAIMS............................................................................................8
ARTICLE XIII, MISCELLANEOUS PROVISIONS.........................................................................9
ARTICLE XIV, AMENDMENT OF THE PLAN............................................................................11
ARTICLE XV, EFFECTIVENESS AND TERMS OF PLAN...................................................................11

AMENDED AND RESTATED
TRUSTCO BANK CORP NY
DIRECTORS PERFORMANCE BONUS PLAN

WHEREAS, TrustCo Bank Corp NY (hereinafter referred to as the "Company") desires to provide a performance bonus to the non-employee members of its Board of Directors in the event of a change in control of the Company, which is based upon the appreciation in the value of the common stock of the Company; and

WHEREAS, the Company maintains the TrustCo Bank Corp NY Directors Performance Bonus Plan (hereinafter referred to as the "Plan"); and

WHEREAS, the Company desires to amend and restate the Plan in its entirety, effective as of September 18, 2001;

NOW, THEREFORE, the Company does hereby amend and restate the Plan in its entirety, effective as of September 18, 2001, to read as follows:

ARTICLE I

DEFINITIONS

Section 1.1 "Beneficiary" means the person or persons designated by a Director in writing to receive any benefits under this Plan upon the Director's death. If a Director fails to designate a Beneficiary, if no such Beneficiary is living upon the death of such Director, or if such designation is legally ineffective, then "Beneficiary" shall mean the trustee of the Director's revocable living trust, and if none the trustee of the Director's testamentary trust, and if none the personal representative of the Director's estate.

Section 1.2 "Change in Control" means any of the following events: (a) any individual, corporation (other than the Company or Trustco Bank, National Association, hereinafter collectively referred to as the "Companies" or Trustco Savings Bank), partnership, trust, association, pool, syndicate, or any other entity or group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities of either of the Companies possessing 20% or more of the voting power for the election of directors of either of the Companies; (b) there shall be consummated any consolidation, merger or other business combination involving either of the Companies or the securities of either of the Companies in which holders of voting securities immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of either of the Companies (or, if either of the Companies does not survive such transaction, voting securities of the entity or entities surviving such transaction) having 60% or less of the total voting power in an election of directors of either of the Companies (or such other surviving entity or entities); (c) during any period of two consecutive years, individuals who at the beginning of such period constitute the directors of either of the Companies cease for any reason to constitute at least a majority thereof unless the election, or nomination for election by either of the Companies' shareholders, of each new director of either of the Companies was approved by a vote of at least two-thirds of the directors of either of the Companies then still in office who were directors of either of the Companies at the beginning of any such period; (d) removal by the stockholders of all or any of the incumbent directors of either of the Companies other than a removal for cause; and (e) there shall be consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of either of the Companies to a party which is not controlled by or under common control with either of the Companies.

Section 1.3 "Committee" means the Stock Option Committee of the Board of Directors of the Company.

Section 1.4 "Company" has the meaning as set forth in the preamble hereto.

Section 1.5 "Director" means a member of the Board of Directors of the Company who is not an employee of the Company or any of its subsidiaries.

Section 1.6 "Performance Bonus Unit Account" or "Account" means the account established on behalf of each Director in the Plan in accordance with Section 4.1 herein.

Section 1.7 "Performance Bonus Unit" means a unit granted pursuant to
Section 3.1 herein, the value of which is based upon the appreciation in value of the common stock of the Company.

Section 1.8 "Plan" has the meaning as set forth in the preamble hereto and includes the Plan as it may be amended from time to time.

ARTICLE II

ADMINISTRATION

Section 2.1 The Plan shall be administered by the Committee. The Committee shall have authority to interpret the Plan, to adopt and revise rules and regulations relating to the Plan, to determine the conditions subject to which any awards may be made or payable, and to make any other determinations which it believes necessary or advisable for the administration of the Plan. Determinations by the Committee shall be made by majority vote. All determinations of the Committee must be made in the good faith exercise of the duties of the Committee members under the Plan and must have a sound, rational basis, which such determinations, and the basis therefor, must be recorded in writing and maintained by the Committee.

ARTICLE III

GRANTS

Section 3.1 Performance Bonus Units shall be granted to each Director at such time or times as the Committee shall determine. The maximum number of Performance Bonus Units that may be awarded under the Plan shall not exceed an aggregate of 100,000 shares. If any Performance Bonus Unit awarded under the Plan shall be forfeited or canceled, such Performance Bonus Unit may again be awarded under the Plan. Performance Bonus Units shall be subject to such terms and conditions, in addition to the terms and conditions set forth in the Plan, as the Committee shall determine.

ARTICLE IV

PERFORMANCE BONUS UNITS

Section 4.1 Performance Bonus Units granted to a Director shall be credited to a Performance Bonus Unit Account established and maintained for such Director. The Account of a Director shall be the record of Performance Bonus Units granted to him under the Plan, is solely for accounting purposes and shall not require a segregation of any Company assets. Each Performance Bonus Unit shall be valued by the Committee, in the manner provided in Article VII, as of the date of grant thereof. Each grant of Performance Bonus Units under the Plan to a Director and the value of such Performance Bonus Units as of the date of grant shall be communicated by the Committee in writing to the Director within 30 days after the date of grant.

ARTICLE V

VESTING OF PERFORMANCE BONUS UNITS

Section 5.1 Performance Bonus Units granted to a Director shall become vested upon the earlier of (i) 15 days prior to the scheduled date of consummation of a Change in Control or (ii) if not announced, on the date of consummation of a Change in Control.

ARTICLE VI

PAYMENT OF PERFORMANCE BONUS UNITS

Section 6.1 Upon a Change in Control each Director shall be entitled to receive from the Company an amount, with respect to each Performance Bonus Unit in the Director's Account, determined as follows: (i) the value (as determined by the Committee pursuant to Article VII) of each Performance Bonus Unit in the Director's Account, as of the date of the Change in Control, (ii) reduced by the value (as determined pursuant to Article VII) of such Performance Bonus Unit as of the date of grant thereof to the Director.

Section 6.2 Payment to a Participant of the amount set forth in Section 6.1 for Performance Bonus Units shall be made 15 days prior to the date of consummation of a Change in Control or, if a Change in Control occurs without prior announcement or notice thereof, within ten days after the Change in Control. Within 30 days after the Change in Control, the Committee shall review the amount of any payments made pursuant to Article VI and shall make any additional payments required if the amounts previously paid were less than the amounts provided for in Section 6.1. In the event a payment is made to a Participant as the result of an announcement constituting a Change of Control and the transaction described in such announcement is not consummated, such payment shall constitute a loan by Company to the Participant, payable to Company upon demand, with interest at the rate provided in Section 1274(d)(2)(B) of the Code commencing as of the date of payment by Company of such amount. The Company will pay a Participant a "tax gross-up payment" in respect of any taxes incurred by the Participant with respect to such loan. For purposes of this Section, the term "tax gross-up payment" means an amount such that, after the payment of taxes on such tax gross-up payment, there remains a balance sufficient to pay the taxes being reimbursed. For purposes of this Section, the term "taxes" includes taxes, penalties and interest imposed by any taxing authority.

Section 6.3 In the event the amounts paid to a Director under this Plan or any other plan or agreement pursuant to which the Director is entitled to payments are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (the "Excise Tax"), then the Company will pay to the Director, at the time any of the amounts are first payable, or if later, within 10 days after the date the Excise Tax is determined to be due, an additional amount ("Gross Up") such that the net amount retained by the Director after deduction of (i) any Excise Tax on the amounts payable, and (ii) any Federal, State and local taxes and Excise Tax upon the payments provided for in this subsection (i), shall be equal to the amount payable under this Plan and any other plan or agreement pursuant to which the Director is entitled to payments. For purposes of determining the amount of the Gross Up, the Director shall be deemed to pay Federal, State and local taxes at the highest marginal rate of taxation in the calendar year in which the amounts payable are to be paid. State and local taxes shall be determined based upon the state and locality of the Director's domicile on the date of payment but taking into consideration all state and local taxes payable on such an amount. The determination of whether such Excise Tax is payable and the amount thereof shall be based upon the opinion of tax counsel selected by the Company and acceptable to the Director. If such opinion is not finally accepted by the Internal Revenue Service upon audit, then appropriate adjustments shall be computed (without interest but with Gross Up, if applicable) by such tax counsel based upon the final amount of the Excise Tax so determined. The adjusted amount shall be paid by the appropriate party in one lump cash sum within 30 days of such computation.

ARTICLE VII

VALUATION OF PERFORMANCE BONUS UNITS

Section 7.1 Except as provided in Section 7.2, for all purposes of the Plan, the value of a Performance Bonus Unit on a date of grant pursuant to Section~3.1 or upon a Change in Control pursuant to Section~6.1 will be an amount equal to the closing price for shares of Company common stock on the applicable date, as reported on the National Association of Securities Dealers Automatic Quotation ("NASDAQ") National Market System or such other system as may supersede it. If the applicable date is not a trading day for NASDAQ market makers, the price on the next preceding trading day will be used to determine the value of the Performance Bonus Unit.

Section 7.2 In the case of a Change in Control defined in Section 1.2(b) herein, the value of a Performance Bonus Unit on the date of the Change in Control will be based upon the value of the consideration received or to be received by shareholders of the Company in connection with such Change in Control.

ARTICLE VIII

CHANGES IN CAPITAL AND CORPORATE STRUCTURE

Section 8.1 In the event of any change in the outstanding shares of common stock of the Company by reason of an issuance of additional shares, recapitalization, reclassification, reorganization, stock split, reverse stock split, combination of shares, stock dividend or similar transaction, the Committee shall proportionately adjust, in an equitable manner, the number of Performance Bonus Units held by Directors under the Plan. The foregoing adjustment shall be made in a manner that will cause the relationship between the aggregate appreciation in outstanding common stock and earnings per share of the Company and the increase in value of each Performance Bonus Unit granted hereunder to remain unchanged as a result of the applicable transaction.

ARTICLE IX

NONTRANSFERABILITY

Section 9.1 Performance Bonus Units granted under the Plan, and any rights and privileges pertaining thereto, may not be transferred, assigned, pledged or hypothecated in any manner, by operation of law or otherwise, other than by will or by the laws of descent and distribution, and shall not be subject to execution, attachment or similar process. In the event of a Director's death, payment of any amount due under the Plan shall be made to the Director's Beneficiary.

ARTICLE X

WITHHOLDING

Section 10.1 The Company shall have the right to deduct from all amounts paid pursuant to the Plan any taxes required by law to be withheld with respect to such awards.

ARTICLE XI

VOTING AND DIVIDEND RIGHTS

Section 11.1 Except as provided under Section~8.1, no Director shall be entitled to any voting rights, to receive any dividends, or to have his Account credited or increased as a result of any dividends or other distribution with respect to the common stock of the Company.

ARTICLE XII

CLAIMS

Section 12.1 If a claim for benefits under the Plan is denied, the Committee will provide a written notice of the denial setting forth the specific reasons for the denial, a description of any additional material or information necessary for a claimant to perfect a claim, an explanation of why such material or information is necessary and appropriate and information as to the steps to be taken for the claim to be submitted for review. A claimant may request a review of a denial. Such request should be submitted to the Committee in writing, within 60 days after receipt of the denial notice stating the reasons for requesting the review. A claimant may review pertinent documents and submit issues and comments in writing. A decision will be made on the review of the denial of a claim not later than 60 days after the Committee's receipt of a request for review unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible but not later than one hundred 120 days after receipt of a request for review, provided that the claimant is given written notice of the extension of time within the original 60 day period. The decision on review will be in writing to claimant and shall include specific reasons for the decision.

ARTICLE XIII

MISCELLANEOUS PROVISIONS

Section 13.1 No employee or other person shall have any claim or right to be granted an award under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company.

Section 13.2 The Plan shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating assets of the Company for payment of any benefits hereunder. No Director or other person shall have any interest in any particular assets of the Company by reason of the right to receive a benefit under the Plan and any such Director or other person shall have only the rights of a general unsecured creditor of the Company with respect to any rights under the Plan.

Section 13.3 Notwithstanding the provisions of Section 13.2, the Company may in its discretion make contributions to a rabbi trust for the purpose of accumulating assets to satisfy its obligations hereunder; provided, however, that upon a Change in Control, the Company will make contributions to a rabbi trust in an amount that is sufficient to pay each Plan participant or beneficiary the benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Plan as of the date of the Change in Control. For purposes of this Section 13.3, the term "Change in Control" will include (i) an announcement, including but not limited to, a press release, public statement, or filing with federal or state securities regulators, of a transaction that would constitute a Change in Control as defined in Section 1.2 herein and (ii) the execution of a definitive agreement expressing the intent to accomplish any consolidation, merger or other business combination involving the Company or the securities of the Company described in Section 1.2(b) herein. At all times the assets of the rabbi trust shall remain subject to the general creditors of the Company.

Section 13.4 Except when otherwise required by the context, any masculine terminology in this document shall include the feminine, and any singular terminology shall include the plural.

ARTICLE XIV

AMENDMENT OF THE PLAN

Section 14.1 The Board of Directors of the Company may alter or amend the Plan from time to time without obtaining the approval of the stockholders of the Company. No amendment to the Plan may alter, impair or reduce the number of Performance Bonus Units granted under the Plan prior to the effective date of such amendment or any vesting or payment provisions with respect thereto without the written consent of any affected Director.

ARTICLE XV

EFFECTIVENESS AND TERMS OF PLAN

Section 15.1 The effective date of the Plan as originally adopted shall be May 19, 1997 and the effective date of the Plan as amended and restated shall be September 18, 2001. The Committee may at any time terminate the Plan. Upon termination of the Plan, payments shall be made with respect to Performance Bonus Units granted prior to the date of termination. In the event of an announcement, including but not limited to, a press release, public statement, or filing with federal or state securities regulators, of a transaction that would constitute a Change in Control, the Plan shall not be terminated without Participant approval prior to the consummation of the Change in Control.

IN WITNESS WHEREOF, the Company has caused this amended and restated Plan to be executed this 18th day of September, 2001.

TRUSTCO BANK CORP NY

By:     /s/Robert A. McCormick_

Name:     ____Robert A. McCormick_____

Title:  ___Chairman, President, CEO___

Exhibit 10(n)

AMENDED AND RESTATED

TRUSTCO BANK, NATIONAL ASSOCIATION

DEFERRED COMPENSATION PLAN

FOR DIRECTORS

September 18, 2001

AMENDED AND RESTATED
TRUSTCO BANK, NATIONAL ASSOCIATION
DEFERRED COMPENSATION PLAN FOR DIRECTORS

WHEREAS, on November~24, 1981, the Board of Directors of Trustco Bank, National Association (herein referred to as the "Bank") adopted the Trustco Bank Deferred Compensation Plan for Directors (hereinafter referred to as the "Plan"); and

WHEREAS, the Bank desires to amend and restate the Plan, effective as of September 18, 2001;

NOW, THEREFORE, the Bank hereby amends and restates the Plan in its entirety, effective as of September 18, 2001, to read as follows:

1. Any Director may elect on or before December 31 of any year to defer receipt of all or a specific part of his annual fees for the following calendar year, which election to defer fees continues from year to year unless the Director amends or terminates such election by written request or ceases to be a Director. In the event of a termination of an election, the amount already deferred by the Director cannot be paid to him until he ceases to be a Director.

2. The Bank will not fund its liability for deferred fees or interest thereon but general ledger accounts will be maintained, supported by memorandum accounts for each Director. The compensation deferred will be credited to the Director's deferred compensation account as of the date it would otherwise have been payable. A Director's deferred compensation account shall be credited at the end of each calendar quarter with a credit on the balance at the beginning of the quarter equal to the number of days in the quarter times one-fourth of the greater of (i)~ 6%, or (ii)~the ten-year U.S. Treasury Bond rate on the last business day of the quarter.

3. In the event a Director ceases to be a Director of the Bank, the entire balance of his deferred fees, including interest credited thereon, may, if directed by the Board of Directors in its sole discretion, be paid immediately to the Director in a lump sum, or in annual installments over a period of not more than five years beginning with the first day of the calendar year immediately following the year in which the Director ceased to be a Director, or in payments equivalent to a life annuity. In addition, if Director ceases to be a Director within 12 months prior to a Change in Control (as defined herein), Director shall be paid the entire balance of his deferred fees, including interest credited thereon in a single lump sum 15 days prior to the date of consummation of a Change in Control or, if a Change in Control occurs without prior announcement or notice thereof, within 10 days after the Change in Control. In the event a payment is made to a Director as the result of an announcement constituting a Change of Control and the transaction described in such announcement is not consummated, such payment shall constitute a loan by Company to the Director, payable to Company upon demand, with interest at the rate provided in Section 1274(d)(2)(B) of the Code commencing as of the date of payment by Company of such amount. The Company will pay Director a "tax gross-up payment" in respect of any taxes incurred by the Director with respect to such loan. For purposes of this Section, the term "tax gross-up payment" means an amount such that, after the payment of taxes on such tax gross-up payment, there remains a balance sufficient to pay the taxes being reimbursed. For purposes of this Section, the term "taxes" includes taxes, penalties and interest imposed by any taxing authority.

A "Change in Control" means any of the following events: (a) any individual, corporation (other than TrustCo Bank Corp NY or the Bank, hereinafter collectively referred to as the "Companies" or Trustco Savings Bank), partnership, trust, association, pool, syndicate, or any other entity or group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities of either of the Companies possessing 20% or more of the voting power for the election of directors of either of the Companies; (b) there shall be consummated any consolidation, merger or other business combination involving either of the Companies or the securities of either of the Companies in which holders of voting securities immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of either of the Companies (or, if either of the Companies does not survive such transaction, voting securities of the entity or entities surviving such transaction) having 60% or less of the total voting power in an election of directors of either of the Companies (or such other surviving entity or entities); (c) during any period of two consecutive years, individuals who at the beginning of such period constitute the directors of either of the Companies cease for any reason to constitute at least a majority thereof unless the election, or nomination for election by either of the Companies' shareholders, of each new director of either of the Companies was approved by a vote of at least two-thirds of the directors of either of the Companies then still in office who were directors of either of the Companies at the beginning of any such period; (d) removal by the stockholders of all or any of the incumbent directors of either of the Companies other than a removal for cause; and (e) there shall be consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of either of the Companies to a party which is not controlled by or under common control with either of the Companies.

4. Upon the death of a Director, the balance of his account shall be payable to a beneficiary designated by him or her on the first day of the calendar year following the year in which he or she dies, in the same manner as set forth in the election filed by said Director, or if no beneficiary is named, to the trustee of the Director's revocable living trust, and if none of the trustee of the Director's testamentary trust, and if none to the personal representative of the Director's estate.

5. The right to receive payment of deferred compensation shall not be transferable or assignable by a Director or named beneficiary, except by will or by the laws of descent and distribution.

6. The Board of Directors of the Bank reserves the right to amend, suspend or terminate this Plan at any time. However, no amendment, suspension or termination of this Plan may alter or impair any Director's rights previously granted under the Plan, without his consent.

7. In the event that it is determined by any taxing authority, and it is ultimately sustained either by a court of competent jurisdiction, by settlement or otherwise, that all or a portion of the benefits payable under the Plan will be subject to income tax prior to distribution of such benefits, the Bank will distribute to the Director an amount sufficient to pay the tax liability. In addition, the Bank shall pay to the Director an additional amount to pay interest and penalties, if any, on the amount of said tax liability. The amount of interest and penalties paid to the Director shall not be a charge against the Director's account hereunder.

8. All expenses (including, without limitation, legal fees and expenses) incurred by a Director in connection with, or in prosecuting or defending, any claim or controversy arising out of or relating to this Plan shall be paid by the Bank.

IN WITNESS WHEREOF, the Bank has caused this amended and restated Plan to be executed this 18th day of September, 2001.

TRUSTCO BANK, NATIONAL ASSOCIATION

By:/s/Robert A. McCormick

      Robert A. McCormick

Title: Chairman, President, CEO

Exhibit 10(o)

AGREEMENT

between

Fiserv Solutions, Inc.
255 Fiserv Drive
Brookfield, WI 53045-5815

and

Trustco Bank, National Association
1 Sarnowski Drive
Glenville, NY 12302

Date: November 14, 2001

Material indicated by an asterisk ("*") has been omitted and filed separately with the SEC.

F

AGREEMENT dated as of November 14, 2001 ("Agreement") between Fiserv Solutions, Inc., a Wisconsin corporation ("Fiserv"), and Trustco Bank, National Association, a national banking association ("Client").

Fiserv and Client hereby agree as follows:

1. Term. The initial term of this Agreement shall end March 31, 2007, and Client may renew for an additional 5-year term. If no written notice of renewal or non-renewal is provided by either party by November 30, 2006, this Agreement shall be extended for 1 year with Client to pay fees at a rate of 110% of the fees in effect prior to the expiration of the initial term (appropriately adjusted as provided for in the Exhibits). In the event Client notifies Fiserv of renewal at least 120 days prior to expiration of the initial term, the 1-year extension, or any renewal term, the Agreement shall be renewed for an additional 5-year term. This Agreement shall be effective on the day services are first provided to Client by Fiserv ("Effective Date").

2. Services. (a) Services Generally. Fiserv, itself and through its affiliates, agrees to provide Client, and Client agrees to obtain from Fiserv, services ("Services") and products ("Products") (collectively, "Fiserv Services") described in the attached Exhibits:

Exhibit A - Account Processing Services Exhibit B - Item Processing Services Exhibit C - Back Office Services
Exhibit D - Implementation Services Exhibit E - Back Office Trust Services

The Exhibits set forth specific terms and conditions applicable to the Services and/or Products, and, where applicable, the Fiserv affiliate so performing. Client may select additional services and products from time to time by incorporating an appropriate Exhibit to this Agreement. The performance by any affiliate of Fiserv of any of Fiserv's obligations under this Agreement shall not relieve Fiserv of such obligations and shall not affect in any manner whatsoever Client's rights under this Agreement. The specifications for the Services and related standards for performance are integral parts of this Agreement and are incorporated herein by reference.

(b) Implementation Services. Fiserv will provide services (i) to convert Client's existing applicable data and/or information and back office services to the Fiserv Services; and/or (ii) to implement the Fiserv Services. These activities are referred to as "Implementation Services" as specified in Exhibit D. Client agrees to cooperate with Fiserv in connection with Fiserv's provision of Implementation Services and to provide all reasonably necessary information and assistance to facilitate the conversion and/or implementation. Client is responsible for all out-of-pocket expenses associated with Implementation Services as specified in the Exhibits, provided Fiserv prepares a written estimate of travel and related costs and obtains prior approval from Client. Fiserv will provide Implementation Services as required in connection with Fiserv Services.

(c) Training Services. Fiserv shall provide training, training aids, user manuals, and other documentation for Client's use as Fiserv and Client determine to be necessary to enable Client personnel to become familiar with Fiserv Services. If requested by Client, classroom training in the use and operation of Fiserv Services will be provided at a training facility designated by Fiserv and Client. All such training aids and manuals remain Fiserv's property, but shall remain in Client's possession for the term of this Agreement.

3. Fees for Fiserv Services. (a) General. Client agrees to pay Fiserv:

(i) fees for Fiserv Services for the following month as specified in the Exhibits;

(ii) out-of-pocket charges directly attributable to this Agreement for the month payable by Fiserv for the account of Client; and

(iii) Taxes (as defined below) thereon (collectively, "Fees").

Within 15 days after the last day of each calendar month Fiserv shall reconcile Fees paid by Client for the Fiserv Services for the month and the fees and charges actually due Fiserv based on Client's actual use of Fiserv Services for such month. Fiserv shall either issue a credit to Client or provide Client with an invoice for any additional fees or other charges owed. Fiserv may change the amount of Fees billed to reflect appropriate changes in actual use of Fiserv Services, and to reflect the annual increase in Fees as set forth in the Exhibits. Upon 120 days advance written notification to and acceptance by Client, Fiserv may increase its fees in excess of amounts listed in the Exhibits in the event that Fiserv implements major system enhancements to comply with changes in law, government regulation, or industry practices.

(b) Additional Charges. Fees for out-of-pocket expenses, such as telephone, microfiche, courier, and other charges incurred by Fiserv at Client's request for goods or services obtained by Fiserv on Client's behalf and at Client's request shall be billed to Client at cost plus the applicable Fiserv administrative fee as set forth in the Exhibits. Such out-of-pocket expenses may be changed from time to time upon notification of a fee change from a vendor/provider. Fiserv shall notify Client of such changes prior to Client incurring such expenses. The Fees do not include, and Client and Fiserv shall respectively be responsible for, furnishing transportation or transmission of information between Fiserv's service center(s), Client's site(s), and any applicable clearing house, regulatory agency, or Federal Reserve Bank, as specified in the Exhibits.

(c) Taxes. Fiserv shall add to each invoice any sales, use, excise, value added, and other taxes and duties however designated that are levied by any taxing authority relating to the Fiserv Services ("Taxes"). In no event shall "Taxes" include taxes based upon Fiserv's net income.

(d) Payment Terms. Fees are due and payable monthly upon receipt of invoice. Client shall pay Fiserv by check or wire transfer. In the event any amounts due remain unpaid beyond the 30th day after payment is due, Client shall pay a late charge of 1.5% per month.

4. Access to Fiserv Services. (a) Procedures. Client agrees to comply with applicable regulatory requirements and procedures for use of Services established by Fiserv.

(b) Changes. Fiserv continually reviews and modifies Fiserv systems used in the delivery of Services (the "Fiserv System") to improve service and comply with government regulations, if any, applicable to the data and information utilized in providing Services. Fiserv reserves the right to make changes in Services, including but not limited to operating procedures, type of equipment or software resident at, and the location of Fiserv's service center(s). In no event may such changes disrupt the Services. Fiserv will provide Client at least 30 days prior written notice of any material change that affects Client's normal operating procedures, reporting, or service costs prior to implementation of such change, unless such changes are caused by changes in applicable law or regulation or are otherwise beyond Fiserv's control and, in either case, Fiserv cannot provide such written notice. Without Client's prior written consent, no such change in Services may increase the Fees.

(c) Communications Lines. After approval by Client, Fiserv shall order the installation of appropriate communication lines and equipment to facilitate Client's access to Services. Client understands and agrees to pay charges relating to the installation and use of such lines and equipment as set forth in the Exhibits.

(d) Terminals and Related Equipment. Client shall obtain necessary and sufficient terminals and other equipment, approved by Fiserv and compatible with the Fiserv System, to transmit and receive data and information between Client's location(s), Fiserv's service center(s), and/or other necessary location(s). Fiserv and Client may mutually agree to change the type(s) of terminal and equipment used by Client.

5. Client Obligations. (a) Input. Client shall be solely responsible for the input, transmission, or delivery to and from Fiserv of all information and data required by Fiserv to perform Services unless Client has retained Fiserv to handle such responsibilities, as specifically set forth in the Exhibits. The information and data shall be provided in a format and manner approved by Fiserv. Client will provide at its own expense or procure from Fiserv all equipment, computer software, communication lines, and interface devices required to access the Fiserv System. If Client has elected to provide such items itself, Fiserv shall provide Client with a list of compatible equipment and software; Client agrees to pay Fiserv's standard fee for recertification of the Fiserv System resulting therefrom.

(b) Client Personnel. Client shall designate appropriate Client personnel for training in the use of the Fiserv System, shall supply Fiserv with reasonable access to Client's site during normal business hours for Implementation Services and shall cooperate with Fiserv personnel in their performance of Services.

(c) Use of Fiserv System. Client shall (i) comply with any operating instructions on the use of the Fiserv System provided by Fiserv; (ii) review all reports furnished by Fiserv for accuracy; and (iii) work with Fiserv to reconcile any out of balance conditions. Client shall determine and be responsible for the authenticity and accuracy of all information and data submitted to Fiserv.

(d) Client's Systems. Fiserv, with cooperation and assistance from Client, shall be responsible for ensuring that as of the Effective Date, Client's systems are Year 2000 compliant and otherwise capable of passing and/or accepting data from and/or to the Fiserv System. Subsequent to the Effective Date, Fiserv, at Fiserv's applicable rates where appropriate, with cooperation and assistance from Client, shall be responsible for ensuring that, Client's systems are Year 2000 compliant and otherwise capable of passing and/or accepting data from and/or to the Fiserv System.

6. Ownership and Confidentiality. (a) Definition.

(i) Client Information. "Client Information" means: (A) confidential plans, customer lists, information, and other proprietary material of Client that is marked with a restrictive legend, or if not so marked with such legend or is disclosed orally, is identified as confidential at the time of disclosure (and written confirmation thereof is promptly provided to Fiserv); (B) any information and data concerning the business and financial records of Client's customers prepared by or for Fiserv, or used in any way by Fiserv in connection with the provision of Fiserv Services (whether or not any such information is marked with a restrictive legend); (C) any other information that Fiserv reasonably ought to know is confidential; and (D) Client's proprietary PASSBOOK SYSTEM, including custom software modifications, software documentation and training aids, and all data, code, techniques, algorithms, methods, logic, architecture, and designs embodied or incorporated therein (whether or not any such information is marked with a restrictive legend).

(ii) Fiserv Information. "Fiserv Information" means: (A) confidential plans, information, research, development, trade secrets, business affairs (including that of any Fiserv client, supplier, or affiliate), and other proprietary material of Fiserv that is marked with a restrictive legend, or if not so marked with such legend or is disclosed orally, is identified as confidential at the time of disclosure (and written confirmation thereof is promptly provided to Client); (B) Fiserv's proprietary computer programs, including custom software modifications, software documentation and training aids, and all data, code, techniques, algorithms, methods, logic, architecture, and designs embodied or incorporated therein (whether or not any such information is marked with a restrictive legend); and (C) any other information that Client reasonably ought to know is confidential.

(iii) Information. "Information" means Client Information and Fiserv Information. No obligation of confidentiality applies to any Information that the receiving party ("Recipient") (A) already possesses without obligation of confidentiality; (B) develops independently; or (C) rightfully receives without obligation of confidentiality from a third party. No obligation of confidentiality applies to any Information that is, or becomes, publicly available without breach of this Agreement.

(b) Obligations. Recipient agrees to hold as confidential all Information it receives from the disclosing party ("Discloser"). All Information shall remain the property of Discloser or its suppliers and licensors. Information will be returned to Discloser at the termination or expiration of this Agreement. Fiserv specifically agrees that it will not use any non-public personal information about Client's customers in any manner prohibited by Title V of the Gramm-Leach-Bliley Act. Recipient will use the same care and discretion to avoid disclosure of Information as it uses with its own similar information that it does not wish disclosed, but in no event less than a reasonable standard of care. Recipient may only use Information in accordance with the purpose of this Agreement. Recipient may disclose Information to (i) employees and employees of affiliates who have a need to know; and (ii) any other party with Discloser's written consent. Before disclosure to any of the above parties, Recipient will have a written agreement with such party sufficient to require that party to treat Information in accordance with this Agreement. Recipient may disclose Information to the extent required by law. However, Recipient agrees to give Discloser prompt notice so that it may seek a protective order. The provisions of this sub-section survive any termination or expiration of this Agreement.

(c) Residuals. Nothing contained in this Agreement shall restrict Recipient from the use of any ideas, concepts, know-how, or techniques contained in Information that are related to Recipient's business activities ("Residuals"), provided that in so doing, Recipient does not breach its obligations under this Section. However, this does not give Recipient the right to disclose the Residuals except as set forth elsewhere in this Agreement.

(d) Fiserv System. The Fiserv System contains information and computer software that are proprietary and confidential information of Fiserv, its suppliers, and licensors. Client agrees not to attempt to circumvent the devices employed by Fiserv to prevent unauthorized access to the Fiserv System, including, but not limited to, alterations, decompiling, disassembling, modifications, and reverse engineering thereof.

(e) Information Security. Fiserv shall implement and maintain appropriate measures designed to meet the objectives of the guidelines establishing standards for safeguarding non-public Client customer information as adopted by any federal regulatory agencies having jurisdiction over Client's affairs.

(f) Confidentiality of this Agreement. Fiserv and Client agree to keep confidential the prices, terms and conditions of this Agreement, without disclosure to third parties.

7. Regulatory Agencies, Regulations and Legal Requirements. (a) Client Files. Records maintained and produced for Client ("Client Files") may be subject to examination by such Federal, state, or other governmental regulatory agencies as may have jurisdiction over Client's business to the same extent as such records would be subject if maintained by Client on its own premises. Client agrees that Fiserv is authorized to give all reports, summaries, or information contained in or derived from the data or information in Fiserv's possession relating to Client when formally requested to do so by an authorized regulatory or government agency, provided Fiserv (i) notifies Client promptly after Fiserv receives notification of planned examination by federal bank regulatory agencies and
(ii) to the legal extent allowable, provides a general description of records and information being requested.

(b) Compliance with Regulatory Requirements. Client agrees to comply with applicable regulatory and legal requirements, including without limitation:

(i) submitting a copy of this Agreement to the appropriate regulatory agencies prior to the date Services commence;

(ii) providing adequate notice to the appropriate regulatory agencies of the termination of this Agreement or any material changes in Services;

(iii) retaining records of its accounts as required by regulatory authorities;

(iv) obtaining and maintaining, at its own expense, any Fidelity Bond required by any regulatory or governmental agency; and

(v) maintaining, at its own expense, such casualty and business interruption insurance coverage for loss of records from fire, disaster, or other causes, and taking such precautions regarding the same, as may be required by regulatory authorities.

8. Warranties. (a) Fiserv Warranties. Fiserv represents and warrants that:

(i)(A) Services will conform to the specifications set forth in the Exhibits; (B) Fiserv will perform Client's work accurately provided that Client supplies accurate data and information, and follows the procedures described in all Fiserv documentation, notices, and advices; (C) Fiserv personnel will exercise due care in provision of Services; (D) the Fiserv System will comply in all material respects with all applicable Federal and state laws and regulations governing Services as of the Effective Date; beyond the Effective Date, Fiserv shall comply in all material respects with all applicable Federal and state laws and regulations governing Services, the cost for which shall be shared pro rata among same-state clients and Fiserv; (E) the Fiserv System is Year 2000 compliant; (F) no contractual obligations exist that would prevent Fiserv from entering into this Agreement; (G) Fiserv has requisite authority to execute, deliver, and perform this Agreement. In the event of an error or other default caused by Fiserv personnel, systems, or equipment, Fiserv shall promptly correct the data or information and/or reprocess the affected item or report at no additional cost to Client. Client agrees to supply Fiserv with a written request for correction of the error within 7 days after Client's discovery of the error or notification thereof, provided that Client must always notify Fiserv within 7 days after Client reasonably should have known of the error. Work reprocessed due to errors in data supplied by Client, on Client's behalf by a third party, or by Client's failure to follow procedures set forth by Fiserv shall be billed to Client at Fiserv's then current time and material rates, except as set forth in the Exhibits; and (H) the Fiserv System has the capability to perform the functions in the Products and Services Manual dated November 1, 2001 and annexed hereto as Appendix A-4; and
(ii) it owns or has a license to furnish all equipment or software comprising the Fiserv System. Fiserv shall indemnify Client and hold it harmless against any claim or action that alleges that the Fiserv System use infringes a United States patent, copyright, or other proprietary right of a third party. Client agrees to notify Fiserv promptly of any such claim and grants Fiserv the sole right to control the defense and disposition of all such claims. Client shall provide Fiserv with reasonable cooperation and assistance in the defense of any such claim.

THE WARRANTIES STATED HEREIN ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY FISERV. FISERV DOES NOT MAKE, AND CLIENT HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF FISERV FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF FISERV SERVICES.

(b) Client Warranties. Client represents and warrants that: (i) no contractual obligations exist that would prevent Client from entering into this Agreement; (ii) it has complied with all applicable regulatory requirements; and (iii) Client has requisite authority to execute, deliver, and perform this Agreement. Client shall indemnify and hold harmless Fiserv, its officers, directors, employees, and affiliates against any claims or actions arising out of the use by Client of the Fiserv System in a manner other than that provided in this Agreement.

9. Limitation of Liability. (a) General. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOSS OF GOODWILL, OR FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT OR IN CONTRACT. NEITHER PARTY MAY ASSERT ANY CLAIM AGAINST THE OTHER PARTY MORE THAN 2 YEARS AFTER SUCH CLAIM ACCRUED. EXCEPT AS RELATES TO SECTION 6, EACH PARTY'S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF ACTION RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES (EXCLUDING ONE-TIME FEES) PAID OR PAYABLE BY CLIENT TO FISERV FOR THE SERVICES PROVIDED BY FISERV HEREUNDER IN THE 4 MONTH PERIOD PRECEDING THE DATE THE CLAIM ACCRUED. FISERV'S AGGREGATE LIABILITY FOR A DEFAULT RELATING TO THIRD PARTY EQUIPMENT OR SOFTWARE SHALL BE LIMITED TO THE AMOUNT PAID BY CLIENT FOR THE EQUIPMENT OR SOFTWARE.

(b) Lost Records. If Client's records or other data submitted for processing are lost or damaged as a result of any failure by Fiserv, its employees, or agents to exercise reasonable care to prevent such loss or damage, Fiserv shall use commercially reasonable best efforts to reproduce such records or data from duplicates or copies provided by Client. To the extent Client is unable to provide such duplicates or copies, Client shall hold Fiserv harmless from any liability or responsibility therefor.

10. Disaster Recovery. (a) General. Fiserv maintains, and shall during the term of this Agreement continue to maintain, a disaster recovery plan ("Disaster Recovery Plan") for each Service, which plan shall contain timeframes for resumption of service. A "Disaster" shall mean any unplanned interruption of the operations of or inaccessibility to Fiserv's service center in which Fiserv, using reasonable judgment, requires relocation of processing to a recovery location. Fiserv shall notify Client as soon as possible after Fiserv deems a service outage to be a Disaster. Fiserv shall move the processing of Client's standard services to a recovery location as expeditiously as possible and shall coordinate the cut-over to back-up telecommunication facilities with the appropriate carriers. Client shall maintain adequate records of all transactions during the period of service interruption and shall have personnel available to assist Fiserv in implementing the switchover to the recovery location. During a Disaster, optional or on-request services shall be provided by Fiserv only to the extent adequate capacity exists at the recovery location and only after stabilizing the provision of base services.

(b) Communications. Fiserv shall work with Client to establish a plan for alternative communications in the event of a Disaster.

(c) Disaster Recovery Test. Fiserv shall test the Disaster Recovery Plan no less than once every calendar year. Client agrees to participate in and assist Fiserv with such test, if requested by Fiserv. Upon Client's request, test results will be made available to Client's management, regulators, auditors, and insurance underwriters promptly after receipt of such request.

(d) Client Plans. Fiserv agrees to release information necessary to allow Client's development of a disaster recovery plan that operates in concert with the Disaster Recovery Plan.

(e) No Warranty. Client understands and agrees that the Disaster Recovery Plan is designed to minimize, but not eliminate, risks associated with a Disaster affecting Fiserv's service center(s). Fiserv does not warrant that Fiserv Services will be uninterrupted or error free in the event of a Disaster; Fiserv will use best efforts to perform in accordance with performance standards for the duration of a Disaster, but in no event will Fiserv be held to performance standards or penalties for the duration of a Disaster. Client maintains responsibility for adopting a disaster recovery plan relating to disasters affecting Client's facilities and for securing business interruption insurance or other insurance necessary for Client's protection.

11. Termination. (a) Material Breach. Except as provided elsewhere in this Section 11, either party may terminate this Agreement in the event of a material breach by the other party not cured within 90 days following written notice stating, with particularity and in reasonable detail, the nature of the claimed breach.

(b) Failure to Pay. In the event any invoice remains unpaid by Client 30 days after due, or Client, except during the 1 year extension term described in Section 1, deconverts any data or information from the Fiserv System without prior written consent of Fiserv, Fiserv, at its sole option, may terminate this Agreement and/or Client's access to and use of Fiserv Services. Any invoice submitted by Fiserv shall be deemed correct unless Client provides written notice to Fiserv within 30 days of the invoice date specifying the nature of the disagreement.

(c) Remedies. Remedies contained in this Section 11 are cumulative and are in addition to the other rights and remedies available to either party under this Agreement, by law or otherwise.

(d) Defaults. If Client:

(i) defaults in the payment of any sum of money due in Section 11(b);

(ii) breaches this Agreement in any material respect or otherwise defaults in any material respect in the performance of any of its obligations in Section 11(a); or

(iii) commits an act of bankruptcy or becomes the subject of any proceeding under the federal Bankruptcy Code or becomes insolvent or if any substantial part of Client's property becomes subject to any levy, seizure, assignment, application, or sale for or by any creditor or governmental agency; then, in any such event, Fiserv may, upon written notice, terminate this Agreement and be entitled to recover from Client as liquidated damages an amount equal to the present value of all payments remaining to be made hereunder for the remainder of the initial term or any renewal term of this Agreement. For purposes of the preceding sentence, present value shall be computed using the "prime" rate (as published in The Wall Street Journal) in effect at the date of termination and "all payments remaining to be made" shall be calculated based on the average bills for the 3 months immediately preceding the date of termination. Client agrees to reimburse Fiserv for any expenses Fiserv may incur, including reasonable attorneys'fees, in taking any of the foregoing actions.

(e) Defaults. If Fiserv:

(i) breaches this Agreement in any material respect or otherwise defaults in any material respect in the performance of any of its obligations in Section 11(a); or

(ii) commits an act of bankruptcy or becomes the subject of any proceeding under the federal Bankruptcy Code or becomes insolvent or if any substantial part of Client's property becomes subject to any levy, seizure, assignment, application, or sale for or by any creditor or governmental agency;

then, in any such event, Client may, upon written notice, terminate this Agreement without the payment of an early termination fee.

(f) Convenience. Client may terminate this Agreement by paying a termination fee based on the remaining unused term of this Agreement, the amount to be determined by multiplying Client's average monthly invoice for each Fiserv Service received by Client during the preceding 12 months of the term (or if no monthly invoice has been received, the sum of the estimated monthly billing for each Fiserv Service to be received hereunder) by 80% times the remaining months of the term, plus any unamortized conversion fees or third party costs existing on Fiserv's books on the date of termination. Client understands and agrees that Fiserv losses incurred as a result of early termination of the Agreement would be difficult or impossible to calculate as of the effective date of termination since they will vary based on, among other things, the number of clients using the Fiserv System on the date the Agreement terminates. Accordingly, the amount set forth in the first sentence of this subsection represents Client's agreement to pay and Fiserv's agreement to accept as liquidated damages (and not as a penalty) such amount for any such Client termination.

                    monthly  invoice has been received,
                    the  sum of the  estimated  monthly
                    billing for each Fiserv  Service to
                    be  received  hereunder)  times the
                    number of months below:
------------------- ------------------------------------
------------------- ------------------------------------
1st anniversary                     24
------------------- ------------------------------------
------------------- ------------------------------------
2nd anniversary                     24
------------------- ------------------------------------
------------------- ------------------------------------
3rd anniversary                     18
------------------- ------------------------------------
------------------- ------------------------------------
4th anniversary                     12
------------------- ------------------------------------
------------------- ------------------------------------
5th anniversary            50% of remaining term
------------------- ------------------------------------

(g) Return of Data Files. Upon expiration or termination of this Agreement, Fiserv shall furnish to Client such copies of Client Files as Client may request in a Fiserv standard format along with such information and assistance as is reasonable and customary to enable Client to deconvert from the Fiserv System, provided, however, that Client consents and agrees and authorizes Fiserv to retain Client Files until (i) Fiserv is paid in full for (A) all Services provided through the date such Client Files are returned to Client; and (B) any and all other amounts that are due or will become due under this Agreement; (ii) Fiserv is paid its then standard rates for the services necessary to return such Client Files; (iii) if this Agreement is being terminated, Fiserv is paid any applicable termination fee pursuant to subsection (d) or (f) above; and (iv) Client has returned to Fiserv all Fiserv Information. Unless directed by Client in writing to the contrary, Fiserv shall be permitted to destroy Client Files any time after one year from the final use of Client Files for processing.

(h) Miscellaneous. Client understands and agrees that Client is responsible for the deinstallation and return shipping of any Fiserv-owned equipment located on Client's premises. Upon any expiration or termination of any term of this Agreement, Fiserv shall, at Fiserv's then current rates, give full cooperation and assistance to Client to assure an orderly and efficient transition of the Services to Client or to any third party selected by Client, which cooperation and assistance shall include, but not be limited to transfers of Client Files and customer account information, with any such information or data transfers being in a generally accepted format, such as a text or common delineated format, or in such other format mutually agreed by the parties.

12. Insurance. Fiserv carries and shall, during the term of this Agreement, continue to carry the following types of insurance policies:

(i) Comprehensive General Liability in an amount not less than $1 million per occurrence combined single limit for claims arising out of bodily injury and property damage;

(ii) Commercial Crime covering employee dishonesty in an amount not less than $5 million. Such policy shall be endorsed to cover the interests of Client for potential fidelity losses incurred by the Client as a result of fraudulent actions of Fiserv employees. Client shall be named co-loss payee as their interests may appear on this policy;

(iii)All-risk property coverage including Extra Expense and Business Income coverage; and

(iv) Worker's Compensation as mandated or allowed by the laws of the state in which Services are being performed, including $1 million coverage for Employer's Liability.

Upon request, Fiserv shall provide Client certificates of insurance evidencing such coverage.

13. Audit. Fiserv employs, and shall during the term of this Agreement continue to employ, an internal auditor responsible for ensuring the integrity of its processing environments and internal controls. In addition, as may be required by law or regulation, Fiserv provides, and shall during the term of this Agreement continue to provide, for periodic independent audits of its operations. Fiserv shall provide Client with a copy of such audits of the Fiserv service center providing Services within a reasonable time after its completion and shall charge each client a fee based on the pro rata cost of such audit. Fiserv shall also provide a copy of such audit to the appropriate regulatory agencies, if any, having jurisdiction over Fiserv's provision of Services. In addition to the foregoing, Client shall have the right to conduct audits upon reasonable advance notice of Back Office Services, and Fiserv and Client shall use their commercially reasonable efforts to resolve any deficiencies disclosed in any such audit. In addition, Fiserv agrees to cooperate with Client in resolving audit deficiencies raised with respect to Services.

14. General. (a) Binding Agreement. This Agreement is binding upon the parties and their respective successors and permitted assigns. Neither this Agreement nor any interest may be sold, assigned, transferred, pledged, or otherwise disposed of by either party, without the other party's prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, any Client change of control shall not constitute an assignment. Client agrees that Fiserv may subcontract any Services to be performed hereunder. Any such subcontractors shall be required to comply with all applicable terms and conditions, and no subcontract shall relieve Fiserv of any of its obligations under this Agreement.

(b) Entire Agreement. This Agreement, including its Exhibits, which are expressly incorporated herein by reference, constitutes the complete and exclusive statement of the agreement between the parties as to the subject matter hereof and supersedes all previous agreements with respect thereto. Modifications of this Agreement must be in writing and signed by duly authorized representatives of the parties. Each party hereby acknowledges that it has not entered into this Agreement in reliance upon any representation made by the other party not embodied herein. In the event any of the provisions of any Exhibit are in conflict with any of the provisions of this Agreement, the terms and provisions of this Agreement shall control unless the Exhibit in question expressly provides that its terms and provisions shall control.

(c) Severability. If any provision of this Agreement is held to be unenforceable or invalid, the other provisions shall continue in full force and effect.

(d) Governing Law. This Agreement will be governed by the substantive laws of the State of New York, without reference to provisions relating to conflict of laws. The United Nations Convention of Contracts for the International Sale of Goods shall not apply to this Agreement.

(e) Force Majeure. Subject to Section 10 above, neither party shall be responsible for delays or failures in performance resulting from acts reasonably beyond the control of that party.

(f) Notices. Any written notice required or permitted to be given hereunder shall be given by: (i) Registered or Certified Mail, Return Receipt Requested, postage prepaid; (ii) confirmed facsimile; or (iii) nationally recognized courier service to the other party at the addresses listed on the cover page or to such other address or person as a party may designate in writing. All such notices shall be effective upon receipt.

(g) No Waiver. The failure of either party to insist on strict performance of any of the provisions hereunder shall not be construed as the waiver of any subsequent default of a similar nature.

(h) Financial Statements. Fiserv shall provide Client and the appropriate regulatory agencies so requiring a copy of Fiserv, Inc.'s audited consolidated financial statements within 120 days of the end of Fiserv's fiscal year.

(i) Prevailing Party. The prevailing party in any arbitration, suit, or action brought against the other party to enforce the terms of this Agreement or any rights or obligations hereunder, shall be entitled to receive its reasonable costs, expenses, and attorneys' fees of bringing such arbitration, suit, or action.

(j) Survival. All rights and obligations of the parties under this Agreement that, by their nature, do not terminate with the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.

(k) Exclusivity. Client agrees that Fiserv shall be the sole and exclusive provider of the services that are the subject matter of this Agreement. For purposes of the foregoing, the term "Client" shall include Client affiliates. During the term of this Agreement, Client agrees not to enter into an agreement with any other entity to provide these services (or similar services) without Fiserv's prior written consent provided that such restriction shall not apply during the 6 month period prior to the expiration of any term of this Agreement. If Client is acquired by, or acquires, another entity, the exclusivity provided to Fiserv hereunder shall apply with respect to the level or volume of these services provided immediately prior to the signing of the definitive acquisition agreement relating to such acquisition and shall continue with respect to the level or volume of these services until any termination or expiration of this Agreement.

(l) Recruitment of Employees. Neither party shall, during the term of this Agreement and for a period of 6 months thereafter, except with the other party's prior written consent, solicit (except pursuant to a general solicitation not targeted toward the other party's employees) any employees of the other party. This restriction shall not apply to any employees who have been notified of impending termination by the other party.

(m) Publicity. Client and Fiserv shall have the right to make general references about each other publicly and the type of services being provided hereunder to third parties, such as auditors, regulators, financial analysts, and prospective customers and clients. The parties shall mutually agree on a press release relating to the execution of this Agreement. In conjunction with this, the party initiating such release shall give the other party a reasonable opportunity to review and comment on the content thereof prior to its release.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date indicated below.

For Client:                                   For Fiserv:

Trustco Bank, National Association            Fiserv Solutions, Inc.

By: /s/R.T.Cushing                            By: /s/David Santi

Name: R. T. Cushing                           Name:  David Santi
Title: Sr.VP & CFO                            Title: President CBS Outsourcing
Date: 11-14-01                                Date:  11-14-01

Exhibit A Account Processing Services

Client agrees with Fiserv as follows:

1. Services. Fiserv will provide Client the Account Processing Services ("Account Processing Services") specified in Exhibit A - 1.

2. Fees. Client shall pay Fiserv fees and other charges for Account Processing Services specified in Exhibit A - 2.

3. Responsibility for Accounts. Client shall be responsible for balancing its Federal Reserve accounts, correspondent bank accounts and other general ledger accounts each business day and notifying Fiserv promptly of any errors or discrepancies. Fiserv shall be responsible for balancing Client's operating accounts as specified in Exhibit C - 1. Client, directly or indirectly, shall be responsible for balancing its accounts each business day. Client shall be responsible for notifying Fiserv promptly of any errors or discrepancies. Fiserv shall, at its expense, promptly recompute accounts affected by discrepancies solely caused by the Fiserv Systems or provide for another mutually agreeable resolution. Fiserv will use its commercially reasonable efforts to cooperate with Client to correct errors attributable to Client or Client's other third party servicers. Reconstruction of error conditions attributable to Client or to third parties acting on Client's behalf will be done at prevailing rates, except as provided in other Exhibits.

4. Annual Histories. Fiserv currently maintains, and shall, during the term of this Agreement, continue to maintain, annual histories, where applicable, for its clients. These histories can be used to reconstruct Client Files in an emergency.

5. Hours of Operation. Account Processing Services will be available for use by Client during standard Fiserv business hours, excluding holidays, as specified in Exhibit A - 3. Account Processing Services may be available during additional hours, during which time Client may use Services at its option and subject to additional charges.

6. Performance Standards. The Fiserv performance standards for the Account Processing Services are set forth in Exhibit A - 4.

7. Protection of Data. (a) For the purpose of compliance with applicable government regulations, Fiserv has an operations backup center. Copies of transaction files shall be backed up each business day and shall be maintained by Fiserv off premises in secured vaults.

(b) Fiserv shall provide systems security utilizing commercially reasonable standards to protect Client Files from unauthorized access in compliance with applicable governmental regulations.

(c) Upon Client providing access to Client Files through Client's customers' personal computers or voice response system, Client agrees to indemnify and hold harmless Fiserv, its officers, directors, employees, and affiliates against any claims or actions arising out of such access to Client Files or any Fiserv files (including the files of other Fiserv clients) or the Fiserv System or other Fiserv systems, except to the extent that such alleged damage or loss is attributable to Fiserv's failure to meet its security obligations or other obligations under the Agreement.

8. Processing Priority. Fiserv does not subscribe to any processing priority; all users receive equal processing consideration. Notwithstanding the foregoing, however, Fiserv shall complete its obligations to Client under this Exhibit in compliance with all applicable performance standards.

9. Forms and Supplies. Client assumes and will pay the charges for all customized forms, supplies, and delivery charges. Custom forms ordered through Fiserv will be subject to a 15% administrative fee for warehousing and inventory control. Forms ordered by Client and warehoused at Fiserv will be subject to the administrative fee set forth in Exhibit A - 2.

10. Regulatory Supervision. By entering into this Agreement, Fiserv agrees that regulatory agencies having authority over Client's operations shall have the authority and responsibility provided to the regulatory agencies pursuant to the Bank Service Corporation Act, 12 U.S.C. 1867(C) relating to services performed by contract or otherwise.

Exhibit A - 1 Account Processing Services

Fiserv Responsibilities

Fiserv will provide Client with the following Account Processing Services:

Base Services:
. Account Analysis
. ACH Processing
. ATM Card Management and Transaction Authorization
. Audit Confirmations
. Account Reconciliation
. Auto Transfers
. Bulk File Processing - Statement
. Certificates of Deposits, including notices, checks, etc.
. Commercial Loans
. Combined Statements
. Consumer Loans
. Custom Statement Formats
. Customer Information File (CIF)
. Demand Deposit Accounting
. Financial Management System (G/L) - up to 6 separate G/L Chart of Accounts
. Host Disaster Recovery Back Up
. Investor Reporting, Midanet and Laser Interface
. Lines of Credit
. Loan Collections Subsystem
. Mortgage Loans/Participations
. NOW Reclassification (Reserve Reallocation) Subsystem
. On-line NSF/OD Return Processing
. Query Report Writer
. Retirement Processing
. Release Installation
. Savings Account Processing
. Service Charge Modeling
. Sweep Accounting
. Tape (NCP Format) Generation for Coupon Books (Weekly)
. Tape (TRW) Format Generation for Credit Bureau (Monthly)
. Time Subsystem
. Chargeback Subsystem and Customer Notices
. Thompson OFAC
. 1099 and 1098 Processing

Interfaces included with Base Services:
. ATM PBF to Midwest Payment Systems
. Electronic Banking Batch Download
. Other interfaces and file transmissions as detailed and attached hereto as Appendix A - 1.

Network Support Services:
. T1 line between Fiserv's account processing center and Client's primary banking location.
. Telecommunications Services as described in Exhibit A-2

Conversion / Implementation Services:
. Initial conversion/implementation will be provided as specified in Exhibit D - 1.

Training:
. Initial training provided as part of Conversion/Implementation Services,
. as specified in Exhibit D - 1. On-going training, whether classroom, seminar, or customized will be provided upon Client's request at Fiserv's then current rates.

Help Desk Services:
. Staffing and maintenance to undertake investigations, inquiries, and problem resolution associated with the Account Processing Services software following conversion. Applications support personnel will be available to assist and support Client's support services staff.

Client Responsibilities

Client will be responsible for the following activities:

Personnel:
. Project lead necessary to manage the Client responsibilities in the Conversion/Implementation Services.
. Staff necessary to assist in Conversion Services.
. Staffing necessary to undertake investigations, inquiries, and problem resolution associated with the Account Processing Services software prior to conversion.
. Courier services for delivery of data during conversion.

Third Party Software:
. Evaluation, selection, licensing, and procurement of maintenance for third party application software (to be operated by Fiserv on Client's behalf) as mutually agreed by Fiserv and Client.
. Obtain any necessary consents to utilize third party software licensed to Client prior to use by Fiserv, which consents shall be provided to Fiserv (the obtaining of such consents shall be a condition precedent to performance by Fiserv of its obligations).
. Advising Fiserv of any connections, upgrades, or enhancements that become available from third party vendors so that they may be installed on a mutually agreeable schedule and in accordance with the third party vendor's recommended time schedule.

                                         Base Services

----------------------------------------- ------------- -----------------------
     Account Processing       Quantity    One-Time Fees  Estimated Monthly Fees
       Services Fees
------------------------------------------- ------------- -----------------
------------------------------------------- ------------- -----------------
Conversion/Implementation                        *               NA
        /Training
------------------------------------------- ------------- -----------------
------------------------------------------- ------------- -----------------
Base Services: */                *              NA            $  *
 Open Accounts1
    Discount1                                                 ($ *)

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

------------------------------------------- ------------- -----------------
------------------------------------------- ------------- -----------------
Total Estimated Base Services Fees             $  *          $  *
------------------------------------------- ------------- -----------------

The initial monthly Base Services Fee will begin on the date Account Processing Base Services are provided. The monthly Base Services fee will be fixed annually and allow up to * % account growth within that year for no additional fees. The fixed fee will be recalculated annually each March 31 for that year (beginning March 31, 2003) and determined by multiplying the total open accounts by $ * (adjusted each year by the Annual Increase as provided herein), less the discount of $* (adjusted each year by the Annual Increase as provided herein). Each month, any growth in the number of accounts within each year beyond *% will be charged at the per account rates as defined above. Any acquisitions by Client, that result in a change in the number of accounts being processed by Fiserv, may result in a recalculation of the fixed fee.

------------------------------------------------------- ---------- ---------------- ---------------
                    Other Services                      Quantity    One-Time Fee     Monthly Fee
------------------------------------------------------- ---------- ---------------- ---------------
------------------------------------------------------- ---------- ---------------- ---------------
 eCash Management - Corporate Internet Banking System       *              $*            $*
Discount                                                                                ($*)
------------------------------------------------------- ---------- ---------------- ---------------
------------------------------------------------------- ---------- ---------------- ---------------

------------------------------------------------------- ---------- ---------------- ---------------
------------------------------------------------------- ---------- ---------------- ---------------
    Total Estimated Fees                                                   $*            $*
------------------------------------------------------- ---------- ---------------- ---------------

Material indicated by an asterisk ("*") has been omitted and filed separately with the SEC.

Telecommunications Services Description of Services:
A. Configure Motorola routers located at the Arlington Heights Data Center, Client Data Center, Utica IP Center, and at the Fiserv Disaster Recovery Vendor.
B. Configure CheckPoint FW-1 and Nokia IP330 appliance to be installed at the Arlington Heights Data Center, and Fiserv Disaster Recovery Vendor, assuming * usable IP address license.
C. Configure new VLAN on 6509 catalyst switch.
D. Order, track all equipment and circuits.
E. Set up, house, and wire all Host equipment.
F. Manage Network to include the following only:
. *
. *
. *
. *
. *
. *

Material indicated by an asterisk ("*") has been omitted and filed separately with the SEC.

----------------------------------------------------- ----------- -------------- ------------- --------------
                    Description                        Quantity     Equipment    Installation   Monthly Fee
----------------------------------------------------- ----------- -------------- ------------- --------------
----------------------------------------------------- ----------- -------------- ------------- --------------
Purchase and configure Nokia IP330 CheckPoint FW1         *         $ *            $ *
----------------------------------------------------- ----------- -------------- ------------- --------------
----------------------------------------------------- ----------- -------------- ------------- --------------
Nokia IP330- Implementation Maintenance, Management       *                        $ *            $ *
----------------------------------------------------- ----------- -------------- ------------- --------------
----------------------------------------------------- ----------- -------------- ------------- --------------
Motorola routers- Purchase, Installation                  *         $ *            $ *
----------------------------------------------------- ----------- -------------- ------------- --------------
----------------------------------------------------- ----------- -------------- ------------- --------------
Motorola Routers- Implementation, Maintenance             *                        $ *            $ *
----------------------------------------------------- ----------- -------------- ------------- --------------
----------------------------------------------------- ----------- -------------- ------------- --------------
Motorola Routers Management                               *                                       $ *
----------------------------------------------------- ----------- -------------- ------------- --------------
----------------------------------------------------- ----------- -------------- ------------- --------------
Wiring, infrastructure & switch access in AH              *                        $ *            $ *
----------------------------------------------------- ----------- -------------- ------------- --------------
----------------------------------------------------- ----------- -------------- ------------- --------------
Circuits (See Appendix A-3 for circuit inventory)         *                        $ *            $ *
----------------------------------------------------- ----------- -------------- ------------- --------------
----------------------------------------------------- ----------- -------------- ------------- --------------
Circuit Management, Network Design Fee                    *                        $ *            $ *
----------------------------------------------------- ----------- -------------- ------------- --------------
----------------------------------------------------- ----------- -------------- ------------- --------------
    Total Estimated Fees                                            $ *            $ *            $ *
----------------------------------------------------- ----------- -------------- ------------- --------------

1) Any transportation costs of delivery of equipment to the Installation Site shall be itemized on Fiserv's invoice and shall be paid by Client.

2) Firewall software and maintenance costs will vary based on actual concurrent IP address users as determined with Client.

Material indicated by an asterisk ("*") has been omitted and filed separately with the SEC.

Quoted *user license is the minimum.

-------------------------------------- ----------------- ----------------
    Telecommunications Services           One-Time Fee      Monthly Fee
------------------------------------------------------- -----------------
------------------------------------------------------- -----------------
Estimated Telecommunications Fees          $*                   $*
------------------------------------------------------- -----------------
------------------------------------------------------- -----------------

------------------------------------------------------- -----------------
------------------------------------------------------- -----------------
    Total Estimated Fees                   $*                   $*
------------------------------------------------------- -----------------

The pricing of the monthly fee for telecommunications services is subject to change based on changes made to the configuration and/or changes in rates from third party providers. Client's obligation to pay any increase in such monthly fee shall be subject to its prior receipt from Fiserv of appropriate materials documenting any such change in configuration or third-party provider rate changes. Fiserv shall not implement any change in configuration without Client's prior written approval.

Fees for Telecommunications Services and associated equipment will be due upon successful installation.

Material indicated by an asterisk ("*") has been omitted and filed separately with the SEC.

Monday                 7:00 A.M. - 8:00 P.M.
Tuesday                7:00 A.M. - 8:00 P.M.
Wednesday              7:00 A.M. - 8:00 P.M.
Thursday               7:00 A.M. - 8:00 P.M.
Friday                 7:00 A.M. - 8:00 P.M.
Saturday               7:00 A.M. - 5:00 P.M.

All times stated are Eastern Time. The Fiserv Account Processing Center will observe national holidays observed by the Federal Reserve System and will be closed for on-line operations on such holidays.

Exhibit A - 4 Performance Standards

A. On-Line Availability. Fiserv's standard of performance shall be on-line availability of the Fiserv System (exclusive of telecommunications and terminals) by 7:00 am Eastern Time 98% of the time and by 9:00 am Eastern Time 99% of the time that it is scheduled to be so available over any period of 3 consecutive months ("Measurement Period"). Actual on-line performance will be calculated monthly by comparing the number of hours that the Fiserv System was scheduled to be operational on an on-line basis exclusive of preventive maintenance and scheduled maintenance with the number of hours, or a portion thereof, it was actually operational on an on-line basis. Preventive maintenance will not be scheduled during normal online processing hours. Fiserv reserves the right to perform emergency maintenance on mission critical equipment during on-line processing hours. Downtime caused by reasons beyond Fiserv's control will not be considered in the statistics.

B. Report Availability. Fiserv's standard of performance for report availability shall be that, over a Measurement Period, 95% of all Critical Daily Information shall be available for remote printing or dispatch to the courier on time without significant errors. Critical Daily Information shall mean priority group reports that Fiserv and Client mutually agree in writing are necessary to account properly for the previous day's activity and properly notify Client of overdraft, NSF, teller differences exception report, or return items. The agreed upon Critical Daily Information shall be listed on an exhibit attached to the final conversion plan. On time delivery for Critical Daily Information shall be 7:00 am Eastern Time if delivered to Client's remote print facility and 8:30 am Eastern Time if delivered to Client by courier. A significant error is one that impacts Client's ability to account properly for the previous day's activity and/or account properly for overdraft, NSF, teller differences exception report, or return items. Actual performance will be calculated monthly by comparing the total number of reports scheduled to be available from Fiserv to the number of reports that were available on time and without error.

C. Response Time. Fiserv's standard of performance for response time shall be that the daily response time for 98% of transactions shall be to provide sub-second response time within the AS/400. Fiserv will log and retain a record of response time maintaining appropriate analytical reports. Fiserv will work with Client and third party vendors to ensure commercially reasonable response time.

D. Client Inquiries. All Client inquiries will be acknowledged by Fiserv within an average time of 1 hour of request. A plan for resolution of the inquiry will be completed by Fiserv within 24 hours of the inquiry unless a mutually agreeable time is accepted by Fiserv and Client.

E. Fiserv will monitor the T-1 between Fiserv and Client and will notify provider/vendor and Client immediately of any degradation or outage detected.

F. Penalties Resulting in Right to Terminate. Fiserv agrees that for the events described in this Section, Client shall have the right to terminate the Agreement for material breach without payment of any early termination fees. These provisions shall commence 30 days following the commencement of the applicable Services. In the event Client elects to terminate for reasons described below, Client agrees to notify Fiserv in writing within 2 weeks of the event of its intention to do so. If Client fails to provide such notification, Client thereby waives its right to terminate for such event.

(i) If Fiserv receives a qualified opinion from its independent auditing firm, not cured within 90 days, it shall be deemed a material breach pursuant to Section 11(a) of the Agreement without the requirement of notice. (ii)In the event that the Fiserv system is not on-line and available at 9:00am Eastern Time for a duration of at least 30 minutes, more than 12 times in any 12 consecutive month period due to reasons within Fiserv's control, it shall be deemed a material breach pursuant to Section 11(a) of the Agreement without regard to the 90-day cure period. (iii) Fiserv will provide reports and queries including but not limited to those identified in Appendix A - 2 for regulatory reporting purposes by the 5th of each month following month end. Failure by Fiserv, more than once per 12 consecutive month period, to provide these reports by the 10th of each month, or within at least one business day prior to the filing deadline, whichever is later, shall be deemed a material breach pursuant to Section 11(a) of the Agreement without regard to the 90-day cure period, provided that in the event Client does not have all information from Fiserv necessary to make regulatory filings by the 6th business day following month end, Client will immediately so notify Fiserv senior management in writing. In the event Client fails to make such notification, Client will not have the right to terminate the agreement for such event.

G. Penalties Resulting in Credit to Fees. Fiserv agrees to credit Client fees as penalties due to performance failures by Fiserv as outlined in this Section, which credits shall not exceed $10,000 in any given month. These provisions shall commence 30 days following the commencement of the applicable Services.

(i) In the event that the Fiserv system is not on-line and available at 8:30 am Eastern Time for a duration of at least 30 minutes due to reasons within Fiserv's control more than 2 times during any 12 consecutive month period, Client will be credited $1,000 for each hour beyond the 30 minute duration of system unavailability. (ii)In the event that the Fiserv system is not on-line and available at 9:00 am Eastern Time for a duration of at least 30 minutes due to reasons within Fiserv's control more than 2 times during any 12 consecutive month period, Client will be credited $1,000 for each hour beyond the 30 minute duration of system unavailability. (iii) Fiserv shall provide a Positive Balance File each day (Tuesday through Saturday) for the Client's ATM system, as well as a Balance File to be used for both the VRU and Internet banking systems. If any or all of such files are not available for receipt by Client by 11:00 am Eastern Time more than 2 times during any 12 consecutive month period, and the reason for such is within Fiserv's control, Client will be credited $1,000 per hour for each hour after 11:00 am Eastern Time for which any or all files are not available.

H. Performance Standards Reports. Within 15 days after the end of each calendar month, Fiserv shall transmit to Client via e-mail an appropriately detailed statement in a format mutually agreed by Client and Fiserv, which shall include (1)~a report, for the most recently ended calendar month, the then-current Measurement Period-to-date (if applicable), and the then-current calendar year-to-date, detailing Fiserv's compliance with the performance standards set forth in this Exhibit and (2)~such other reports as Client may reasonably request.

* Appendix A - 1

Material indicated by an asterisk ("*") has been omitted and filed separately with the SEC.