TRUSTCO BANK CORP N Y (Form: 8-K, Received: 12/22/2008 13:30:20)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): December 22, 2008 (December 16, 2008)

TrustCo Bank Corp NY

(Exact name of registrant as specified in its charter)

NEW YORK	0-10592	14-1630287
State or Other Jurisdiction of Incorporation or Organization	Commission File No.	I.R.S. Employer Identification Number

5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302

(Address of principal executive offices)

(Registrant’s Telephone Number,

Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TrustCo Bank Corp NY

Item 1.01

Entry into a Material Definitive Agreement

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers

On December 16, 2008, the boards of directors of TrustCo Bank Corp NY (“TrustCo”) and Trustco Bank adopted amendments to certain of their director and employee benefit plans. The board also approved amendments to the employment agreements of its executive officers. The plans and agreements so amended are as follows:

1. Amendment No. 3 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan and Amendment No. 3 to Amended and Restated2004 TrustCo Bank Corp NY Stock Option Plan . Amended, effective as of January 1, 2008, to eliminate certain payment options in the event of a change in control.

2. Amended and Restated Trustco Bank Deferred Compensation Plan for Directors . Amended, effective as of January 1, 2008, to prohibit any deferral after December 31, 2007, provide for the lump sum payment of the entire balance of a participating director’s deferred fees and to make certain other changes required for the plan to be in compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).

3. Second Amended and Restated TrustCo Bank Corp NY Directors Performance Bonus Plan . Amended, effective as of January 1, 2008, to make certain changes to comply with Section 409A.

4. Second Amended and Restated TrustCo Bank Corp NY Performance Bonus Plan . Amended, effective as of January 1, 2008, to make certain changes to comply with Section 409A.

5. Amended and Restated Trustco Bank and TrustCo Bank Corp NY Supplemental Retirement Plan . Amended, effective as of January 1, 2008, to provide that there may be no additional participants to the plan and that no additional benefits may accrue under the plan after December 31, 2008. The amendments also make certain other changes to comply with Section 409A.

6. Second Amended and Restated Trustco Bank Executive Officer Incentive Plan . Amended, effective as of January 1, 2008, to provide that the plan is to be frozen following the 2008 plan year, with, after the payment attributable to such plan year, no additional payments to be made unless the plan is reinstated, and to make certain changes concerning Section 409A.

7. 2008 Amended and Restated Employment Agreement between Trustco Bank, TrustCo Bank Corp NY and each of Robert J. McCormick, Robert T. Cushing and Scot R. Salvador . Amended as of January 1, 2008 to:

(a) provide for payment (commencing in 2009) of a lump sum equal to the incremental amount that would have been credited for the year to the executive’s Supplemental Account Balance under the Trustco Bank and TrustCo Bank Corp NY Supplemental Retirement Plan as such plan was in effect on December 31, 2007, and had it not been amended to cease additional benefit accruals following December 31, 2008,

(b) revise the definition of “change in control” and make certain other changes to comply with Section 409A.

The agreements of the three executive officers are substantially identical.

8. Restatement of Trustco Bank Senior Incentive Plan . Amended to remove a payment deferral feature and to clarify plan provisions regarding the determination of awards under the plan.

Item 9.01

Financial Statements and Exhibits

Exhibit No.

Description

99.1

Amendment No. 3 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan

99.2

Amendment No. 3 to Amended and Restated 2004 TrustCo Bank Corp NY Stock Option Plan

99.3

Amended and Restated Trustco Bank Deferred Compensation Plan for Directors

99.4

Second Amended and Restated TrustCo Bank Corp NY Directors Performance Bonus Plan

99.5

Second Amended and Restated TrustCo Bank Corp NY Performance Bonus Plan

99.6

Amended and Restated Trustco Bank and TrustCo Bank Corp NY Supplemental Retirement Plan

99.7

Second Amended and Restated Trustco Bank Executive Officer Incentive Plan

99.8

Form of 2008 Amended and Restated Employment Agreement between Trustco Bank, TrustCo Bank Corp NY and Robert J. McCormick, Robert T. Cushing and Scot R. Salvador

99.9

Restatement of Trustco Bank Senior Incentive Plan

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: December 22, 2008

	TrustCo Bank Corp NY
	(Registrant)

	By:	/s/ Robert T. Cushing
		Robert T. Cushing
		Executive Vice President and
		Chief Financial Officer

AMENDMENT NO. 3

AMENDED AND RESTATED 1995 TRUSTCO BANK CORP NY

STOCK OPTION PLAN

WHEREAS, TrustCo Bank Corp NY (the “Company”) previously established the Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan (“Plan”) and;

NOW, THEREFORE, TrustCo Bank Corp NY does, effective as of January 1, 2008, amend the Plan as follows:

Paragraph 4 of Section 8 of the Plan is deleted in its entirety and replaced with the following:

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 hereinafter collectively referred to as 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 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.

IN WITNESS WHEREOF, the Company has caused this Amendment to be adopted on this 16th day of December, 2008.

	TRUSTCO BANK CORP NY



	By:	/s/ Robert J. McCormick
	Title	President and Chief Executive Officer

AMENDMENT NO. 3 TO

AMENDED AND RESTATED 2004 TRUSTCO BANK CORP NY

STOCK OPTION PLAN

WHEREAS, TrustCo Bank Corp NY (the “Company”) previously established the 2004 TrustCo Bank Corp NY Stock Option Plan (“Plan”) and;

NOW, THEREFORE, TrustCo Bank Corp NY does, effective as of January 1, 2008, amend the Plan as follows:

Paragraph 4 of Section 8 of the Plan is deleted in its entirety and replaced with the following:

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:

(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

(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.

IN WITNESS WHEREOF, the Company has caused this Amendment to be adopted as of this 16th day of December, 2008.

	TRUSTCO BANK CORP NY



	By:	/s/ Robert J. McCormick
	Title	President and Chief Executive Officer

AMENDED AND RESTATED

TRUSTCO BANK

DEFERRED COMPENSATION PLAN

FOR DIRECTORS

January 1, 2008

AMENDED AND RESTATED

TRUSTCO BANK

DEFERRED COMPENSATION PLAN FOR DIRECTORS

WHEREAS, on November 24, 1981, the Board of Directors of Trustco Bank (herein referred to as the “Bank”) adopted the Trustco Bank, National Association 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 January 1, 2008;

NOW, THEREFORE, the Bank hereby amends and restates the Plan in its entirety, effective as of January 1, 2008, 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. Notwithstanding the foregoing, no deferrals may be elected following December 31, 2007. The name of the Plan is changed to Trustco Bank Deferred Compensation Plan for Directors.

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. The entire balance of a Director’s deferred fees, including interest credited thereon, shall be paid to such Director in a lump sum in January 2009.

4. Upon the death of a Director, the balance of his account shall be payable to a beneficiary designated by him within 60 days of the date of death in a lump sum, 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 equal to such taxes dues. In addition, to the extent allowable under the Regulations, the Bank shall pay to the Director an additional amount to pay interest and penalties, if any, on the amount of said tax liability, within the time period specified in the Regulations. The amount of interest and penalties paid to the Director shall not be a charge against the Director’s account hereunder. For purposes of this Plan, the term “Regulations” means Internal Revenue Service Regulations governing the application of Internal Revenue Code Section 409A.

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 16 th day of December, 2008.

	TRUSTCO BANK


	By:	/s/ Robert J. McCormick

	Title:	President and Chief Executive Officer

SECOND AMENDED AND RESTATED

TRUSTCO BANK CORP NY

DIRECTORS PERFORMANCE BONUS PLAN

January 1, 2008

SECOND AMENDED AND RESTATED

TRUSTCO BANK CORP NY

DIRECTORS PERFORMANCE BONUS PLAN

TABLE OF CONTENTS

	Page No.

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	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	7

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	10

ARTICLE XV, EFFECTIVENESS AND TERMS OF PLAN	11

SECOND AMENDED AND RESTATED

TRUSTCO BANK CORP NY

DIRECTORS PERFORMANCE BONUS PLAN

WHEREAS, TrustCo Bank Corp NY (hereinafter referred to as 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 January 1, 2008;

NOW, THEREFORE, the Company does hereby amend and restate the Plan in its entirety, effective as of January 1, 2008, 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 a change in the ownership of the Company, a change in the effective control of the Company or Trustco Bank, or a change in the ownership of a substantial portion of the assets of the Company or Trustco Bank, as provided in Section 409A(a)(2)(A)(v) of the Internal Revenue Code, Treas. Reg. §1.409A-3(i)(5), and any guidance or regulations promulgated under Section 409A of the Code. Subject to the foregoing, Treas. Reg. §1.409A-3(i)(5) provides the following:

(a) a change in the ownership of the Company or Trustco Bank occurs on the date that any one person, or more than one person acting as a group (as defined in Treas. Reg. §1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company or Trustco Bank. However, if any one person, or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company or Trustco Bank, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the Company or Trustco Bank (or to cause a change in the effective control of the Company or Trustco Bank (within the meaning of Treas. Reg. §1.409A-3(i)(5)(vi)). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this paragraph. This paragraph applies only when there is a transfer of stock of the Company or Trustco Bank (or issuance of stock of the Company or Trustco Bank) and stock in the Company remains outstanding after the transaction (see paragraph (c) below for rules regarding the transfer of assets of the Company);

(b) a change in the effective control occurs only on the date that either: (i) any one person, or more than one person acting as a group (as determined in Treas. Reg. §1.409A-3(i)(5)(v)(B)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company or Trustco Bank possessing thirty percent (30%) or more of the total voting power of the stock of the Company; or (ii) a majority of members of the Company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors prior to the date of the appointment or election; or

(c) a change in the ownership of a substantial portion of the Company’s or Trustco Bank’s assets occurs on the date that any one person, or more than one person acting as a group (as determined in Treas. Reg. §1.409A-3(i)(5)(v)(B)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company or Trustco Bank that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

Section 1.3 “Committee” means the Compensation 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.

Section 1.9 “Regulations” means Internal Revenue Service Regulations governing the application of Code Section 409A.

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 vested 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 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.

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 a tax gross-up payment with respect to such Excise Tax in an amount equal to the full amount allowable as a “tax gross-up payment” under Section 1.409A-3(i)(1)(v) of the Regulations to be paid as soon a practicable within the payment period specified in such Section of the Regulations.

ARTICLE VII

VALUATION OF PERFORMANCE BONUS UNITS

Section 7.1 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.

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.

Section 13.5 All expenses (including, without limitation, legal fees and expenses) incurred by the Director 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, as incurred by the Director.

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.

Section 14.2 To the extent applicable, the Bank desires and intends for the provisions of this Agreement to comply with the requirements of Section 409A of the Code, as amended; such that a Participant will not be subject to any additional tax, interest or penalty under Section 409A. As provided above, notwithstanding the provisions of Section 14.1, the Bank reserves the right to amend or modify this Agreement in any manner to the extent necessary to meet the requirements of Section 409A, as amplified by any Internal Revenue Service or U.S. Treasury Department regulations or guidance as the Bank deems appropriate or advisable.

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 January 1, 2008. 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 16 th day of December, 2008.

	TRUSTCO BANK CORP NY



	By:	/s/ Robert J. McCormick

	Title:	President and Chief Executive Officer

SECOND

AMENDED AND RESTATED

TRUSTCO BANK CORP NY

PERFORMANCE BONUS PLAN

January 1, 2008

SECOND AMENDED AND RESTATED

TRUSTCO BANK CORP NY

PERFORMANCE BONUS PLAN

TABLE OF CONTENTS

	Page No.

ARTICLE I, DEFINITIONS	1

ARTICLE II, ADMINISTRATION	4

ARTICLE III, GRANTS	5

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	7

ARTICLE VIII, CHANGES IN CAPITAL AND CORPORATE STRUCTURE	8

ARTICLE IX, NONTRANSFERABILITY	8

ARTICLE X, WITHHOLDING	9

ARTICLE XI, VOTING AND DIVIDEND RIGHTS	9

ARTICLE XII, CLAIMS	9

ARTICLE XIII, MISCELLANEOUS PROVISIONS	10

ARTICLE XIV, AMENDMENT OF THE PLAN	11

ARTICLE XV, EFFECTIVENESS AND TERMS OF PLAN	12

SECOND AMENDED AND RESTATED

TRUSTCO BANK CORP NY

PERFORMANCE BONUS PLAN

WHEREAS, TrustCo Bank Corp NY (hereinafter referred to as 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;

NOW, THEREFORE, the Company does hereby amend and restate the Plan in its entirety, effective as of January 1, 2008, 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 “Change in Control ” means a change in the ownership of the Company, a change in the effective control of the Company or Trustco Bank, or a change in the ownership of a substantial portion of the assets of the Company or Trustco Bank, as provided in Section 409A(a)(2)(A)(v) of the Internal Revenue Code, Treas. Reg. §1.409A-3(i)(5), and any guidance or regulations promulgated under Section 409A of the Code. Subject to the foregoing, Treas. Reg. §1.409A-3(i)(5) provides the following:

Section 1.4 “Committee” means the Compensation 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.

Section 1.10 “Regulations” means Internal Revenue Service Regulations governing the application of Code Section 409A.

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 3,498,013 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 vested 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 vested 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 6.3 In the event the benefits paid to the Participant under this Plan 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 a tax gross-up payment with respect to such Excise Tax in an amount equal to the full amount allowable as a “tax gross-up payment” under Section 1.409A-3(i)(1)(v) the Regulations to be paid as soon as practicable within the payment period specified in such Section of the Regulations.

ARTICLE VII

VALUATION OF PERFORMANCE BONUS UNITS

Section 7.1 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.

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 13.2 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.

Section 14.3 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 Company, as incurred by Executive.

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 January 1, 2008 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 1st day of January, 2008.

	TRUSTCO BANK CORP NY



	By:	/s/ Robert J. McCormick

	Title:	President and Chief Executive Officer

AMENDED AND RESTATED

TRUSTCO BANK

AND

TRUSTCO BANK CORP NY

SUPPLEMENTAL

RETIREMENT PLAN

JANUARY 1, 2008

TABLE OF CONTENTS

			Page

ARTICLE I DEFINITIONS			1
	SECTION 1.1.	“Actuarial Equivalent”	1
	SECTION 1.2.	“Affiliate”	2
	SECTION 1.3.	“Bank”	2
	SECTION 1.4.	“Board of Directors”	2
	SECTION 1.5.	“Cause”	2
	SECTION 1.6.	“Change in Control”	2
	SECTION 1.7.	“Code”	3
	SECTION 1.8.	“Committee”	3
	SECTION 1.9.	“Credited Years of Service”	3
	SECTION 1.10.	“Determination Date”	4
	SECTION 1.10A.	“Disability”	4
	SECTION 1.11.	“Earnings”	4
	SECTION 1.12.	“Employee”	4
	SECTION 1.13.	“Final Average Earnings”	5
	SECTION 1.14.	“Normal Retirement Date”	5
	SECTION 1.15.	“Participant”	5
	SECTION 1.16.	“Plan”	5
	SECTION 1.17.	“Plan Year”	5
	SECTION 1.18.	“Primary Social Security Benefit”	5
	SECTION 1.19.	“Projected Accrued Benefit”	5
	SECTION 1.20.	“Projected Earnings”	6
	SECTION 1.21.	“Projected Final Average Earnings”	6
	SECTION 1.22.	“Projected Primary Social Security Benefit”	6
	SECTION 1.23.	“Projected Total Retirement Benefit”	6
	SECTION 1.24.	“Projected Years of Service”	6
	SECTION 1.25.	“Retirement Plan”	6
	SECTION 1.26.	“Supplemental Account Balance”	7
	SECTION 1.27.	“Supplemental Retirement Benefit”	7
	SECTION 1.28.	“Total Retirement Benefit”	7
	SECTION 1.29.	“Valuation Date”	8

ARTICLE II PARTICIPATION			8
	SECTION 2.1.		8
	SECTION 2.2.		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.	Reduction of Supplemental Account Balance.	10
	SECTION 3.5.	Limitation on Supplemental Account Balance.	10

ARTICLE IV PAYMENT OF BENEFITS		10
	SECTION 4.1.	10
	SECTION 4.2.	10
	SECTION 4.3.	11
	SECTION 4.4.	11
	SECTION 4.5.	11
	SECTION 4.6.	11

ARTICLE V CLAIMS		11
	SECTION 5.1.	11

ARTICLE VI AMENDMENT AND TERMINATION		11
	SECTION 6.1.	11

ARTICLE VII ADMINISTRATION		11
	SECTION 7.1.	12

ARTICLE VIII MISCELLANEOUS		12
	SECTION 8.1.	12
	SECTION 8.2.	12
	SECTION 8.3.	12
	SECTION 8.4.	12
	SECTION 8.5.	12
	SECTION 8.6.	12
	SECTION 8.7.	12
	SECTION 8.8.	13
	SECTION 8.9.	13

ARTICLE IX CHANGE IN CONTROL		13
	SECTION 9.1.	13

AMENDED AND RESTATED

TRUSTCO BANK AND TRUSTCO BANK CORP NY

SUPPLEMENTAL RETIREMENT PLAN

WHEREAS, Trustco Bank, 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 January 1, 2008; 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 January 1, 2008, 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.

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

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 7½% per annum compounded annually.

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 70. 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.

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.

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. “Change in Control” means a change in the ownership of the Company, a change in the effective control of the Company or TrustCo Bank, or a change in the ownership of a substantial portion of the assets of the Company or TrustCo Bank, as provided in Section 409A(a)(2)(A)(v) of the Internal Revenue Code, Treas. Reg. §1.409A-3(i)(5), and any guidance or regulations promulgated under Section 409A of the Code. Subject to the foregoing, Treas. Reg. §1.409A-3(i)(5) provides the following:

(i) a change in the ownership of the Company or TrustCo Bank occurs on the date that any one person, or more than one person acting as a group (as defined in Treas. Reg. §1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company or TrustCo Bank. However, if any one person, or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company or TrustCo Bank, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the Company or TrustCo Bank (or to cause a change in the effective control of the Company or TrustCo Bank (within the meaning of Treas. Reg. §1.409A-3(i)(5)(vi)). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this paragraph. This paragraph applies only when there is a transfer of stock of the Company or TrustCo Bank (or issuance of stock of the Company or TrustCo Bank) and stock in the Company remains outstanding after the transaction (see paragraph (c) below for rules regarding the transfer of assets of the Company);

(ii) a change in the effective control occurs only on the date that either: (i) any one person, or more than one person acting as a group (as determined in Treas. Reg. §1.409A-3(i)(5)(v)(B)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company or TrustCo Bank possessing thirty percent (30%) or more of the total voting power of the stock of the Company; or (ii) a majority of members of the Company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors prior to the date of the appointment or election; or

(iii) a change in the ownership of a substantial portion of the Company’s or TrustCo Bank’s assets occurs on the date that any one person, or more than one person acting as a group (as determined in Treas. Reg. §1.409A-3(i)(5)(v)(B)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company or TrustCo Bank that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

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;

(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 Determination 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” 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.

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. Following December 31, 2008, no Employee who is not a participant in the Plan shall be selected to participate.

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 occurring prior to January 1, 2009.

(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.

Following the December 31, 2008 Valuation Date, no additional benefits shall accrue under this Plan and a Participant’s Supplemental Account Balance shall not increase.

SECTION 3.4. 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 3.5. 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.

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 after the Participant has completed five years of Vesting Service, or after the Participant has satisfied the requirements for early retirement under the Retirement Plan, the Participant will be entitled to his Supplemental Account Balance.

SECTION 4.2. If a Participant’s employment with all of the Companies is terminated (a) by retirement, (b) by Disability, or by death, the Participant or his Beneficiary will be entitled to his Supplemental Account Balance.

SECTION 4.3. The Supplemental Account Balance shall be paid to the Participant or his Beneficiary in a single lump sum in the month following the month in which the Participant’s termination of employment occurred.

SECTION 4.4. In the event that all or a portion of the benefits payable under the Plan will be subject to federal income tax or state tax prior to distribution of such benefits, any of the Companies will distribute to the Participant a portion of his benefit in the amount of the taxes paid. The distribution may not exceed the amount allowable under Code Section 409A and regulations thereunder.

SECTION 4.5. For purposes of this Plan, termination of employment shall mean “separation of service” under Code Section 409A and regulations thereunder.

SECTION 4.6. Notwithstanding anything to the contrary herein contained, if Participant is a “specified employee” as defined in Code Section 409A and regulations thereunder, if required under such Code Section and regulations, a benefit payment shall be delayed until the first day of the seventh month following the Participant’s termination.

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, to the extent allowable under Code Section 409A and regulations thereunder, 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 as incurred by the Participant.

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 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.

(signature page follows)

IN WITNESS WHEREOF, the Companies have caused this amended and restated Plan to be executed this 16 th day of December, 2008.

ATTEST:	TRUSTCO BANK CORP NY



/s/ Thomas M. Poitras	By:	/s/ Robert J. McCormick
Secretary

ATTEST	TRUSTCO BANK



/s/ Thomas M. Poitras	By:	/s/ Robert J. McCormick
Secretary

By signing below the Participants consent to the foregoing amendment and restatement.

	/s/ Robert J. McCormick
	Robert J. McCormick


	/s/ Robert T. Cushing
	Robert T. Cushing


	/s/ Scot R. Salvador
	Scot R. Salvador

EXHIBIT A

TRUSTCO BANK SUPPLEMENTAL RETIREMENT PLAN

PARTICIPATION AGREEMENT

THIS AGREEMENT is made as of December 16, 2008 between Trustco Bank (“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.

4. The following special provisions are applicable to the Participant’s participation in the Plan:

	TRUSTCO BANK


December 16, 2008	By:	/s/ Robert J. McCormick
Date	Title:	President and Chief Executive Officer



Date	Participant

SECOND

AMENDED AND RESTATED

TRUSTCO BANK

EXECUTIVE OFFICER INCENTIVE PLAN

January 1, 2008

SECOND

AMENDED AND RESTATED

TRUSTCO BANK

EXECUTIVE OFFICER INCENTIVE PLAN

TABLE OF CONTENTS

	Page No.

ARTICLE I, DEFINITIONS	1

ARTICLE II, PARTICIPATION	3

ARTICLE III, INCENTIVE AWARDS	4

ARTICLE IV, CLAIMS	5

ARTICLE V, AMENDMENT AND TERMINATION	5

ARTICLE VI, ADMINISTRATION	6

ARTICLE VII, MISCELLANEOUS	6

SECOND

AMENDED AND RESTATED

TRUSTCO BANK

EXECUTIVE OFFICER INCENTIVE PLAN

WHEREAS, Trustco Bank (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;

NOW, THEREFORE, the Bank does hereby amend and restate the Plan in its entirety, except as otherwise indicated, effective as of January 1, 2008, 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. “Code” means the Internal Revenue Code of 1986, as amended.

Section 1.6. “Committee” means the Compensation Committee appointed by the Board of Directors to administer the Plan.

Section 1.7. “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 1.8. “Incentive Award” means the awards made pursuant to Section 3.1 herein.

Section 1.9. “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 1.10. “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 1.11. “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 1.12. “Plan Year” means the 12 month period beginning on any January 1 and ending on the following December 31.

Section 1.13. “Retirement” means termination on or after the earliest retirement date specified in the Retirement Plan of Trustco Bank.

Section 1.14. “Return on Equity” means Net Income divided by the sum of Total Shareholder Equity exclusive of the balance of average accumulated other comprehensive income/loss minus any equity transaction directly in conjunction with a merger or acquisition.

Section 1.15. “Total Shareholder Equity” means total equity of TrustCo Bank Corp NY.

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. The Plan is frozen following the 2008 Plan Year and, after the payment attributable to the 2008 Plan Year, no additional payments will be made under this Plan unless the Plan is reinstated by action of the Board of Directors.

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.

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 and any Incentive Award payable shall be paid when payments for the Plan Year are made under Section 3.3.

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.

ARTICLE III

INCENTIVE AWARDS

Section 3.1. A Participant will be entitled to an Incentive Award for each Plan Year in which the Return on Equity of TrustCo Bank Corp NY equals or exceeds 13%. The Incentive Award will be an amount equal to his Base Salary multiplied by a bonus percentage based on the Return on Equity of TrustCo Bank Corp NY as set forth in the following table:

	Return on Equity	Bonus Percentage

	13%	40%
	14%	50%
	15%	60%
	16%	75%
	17%	90%
	18%	105%
	19%	125%

The bonus percentage will be further increased by 15% for each percentage point the Return on Equity of TrustCo Bank Corp NY exceeds 19%.

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. 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, but no later than March 15th of the year following the Plan Year for which the award is payable.

ARTICLE IV

CLAIMS

Section 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, 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 V

AMENDMENT AND TERMINATION

Section 5.1. 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; provided, however, notwithstanding anything to the contrary herein, an amendment adopted for the purpose of complying with Section 409A of the Code may be made without the consent of Participants.

ARTICLE VI

ADMINISTRATION

Section 6.1. The Plan shall be administered by the Committee, in accordance with its terms, for the exclusive benefit of Participants.

Section 6.2. 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 VII

MISCELLANEOUS

Section 7.1. 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 7.2. 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 7.3. 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 7.4. 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 7.5. 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 7.6. Any payment to be made from the Plan to a Participant following his death shall be paid to such Participant’s Beneficiary.

Section 7.7. To the extent applicable, the Bank desires and intends for the provisions of this Agreement to comply with the requirements of Section 409A of the Code, as amended; such that a Participant will not be subject to any additional tax, interest or penalty under Section 409A. As provided above, the Bank reserves the right to amend or modify this Agreement in any manner to the extent necessary to meet the requirements of Section 409A, as amplified by any Internal Revenue Service or U.S. Treasury Department regulations or guidance as the Bank deems appropriate or advisable.

IN WITNESS WHEREOF, the Bank has caused this amended and restated Plan to be executed on this 16 th day of December, 2008

	TRUSTCO BANK


	By:	/s/ Robert J. McCormick

	Title:	President and Chief Executive Officer

2008

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

between

TRUSTCO BANK,

TRUSTCO BANK CORP NY

and

____________________________

2008 AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

WHEREAS, TrustCo Bank Corp NY, a New York corporation (hereinafter referred to as “TrustCo”), Trustco Bank, 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 _______________ (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 January 1, 2008;

NOW, THEREFORE, the Agreement is hereby amended and restated in its entirety, effective as of January 1, 2008, 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 . 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 or Change in Control as provided in Section 7(a).

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. Commencing in 2009, in addition to the Annual Compensation, the Executive shall be paid each year by the Companies the amount calculated in accordance with Schedule B attached hereto, which shall be paid within sixty (60) days following the end of the 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), Disability (as defined herein), death, or Termination (as defined in Section 8 hereof) of Executive for any reason other than Good Cause (as defined in Section 8) within 2 years after a Change in Control (as defined in Section 7(b) hereof) the Companies shall continue the medical benefits (which reimburse expenses allowable as a deduction under Internal Revenue Code Section 213, without regard to any adjusted gross income limitation), in effect at the time of Executive’s termination, for Executive and his covered dependents during the period of time during which the Executive would be entitled to continuation coverage under a group health plan of the Companies under Internal Revenue Code Section 4980B if the Executive elected such coverage and paid the applicable premium. 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 disability was incurred, and (ii) is expected to last for an indefinite duration or a duration of more than six months.

Notwithstanding anything to the contrary herein contained, if Executive is a “specified employee” as defined in the Regulations, unless allowable under the Regulations, no benefits pursuant to this subsection (b) shall be provided until the first day of the seventh month following Executive’s retirement or Termination, as the case may be.

7. Termination of Employment .

(a) If (i) there shall be a Termination (as defined in Section 8 hereof) of the Executive for any reason other than Good Cause (as hereinafter defined) or retirement at the mandatory retirement age within 12 months prior to a Change in Control (as defined in subsection (b) of this Section) or (ii) a Change in Control (as defined in subsection (b) of this Section) occurs while Executive is employed by either or both of the Companies, then the Executive shall receive 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) “Change in Control ” means a change in the ownership of the Company, a change in the effective control of the Company or TrustCo Bank, or a change in the ownership of a substantial portion of the assets of the Company or TrustCo Bank, as provided in Section 409A(a)(2)(A)(v) of the Internal Revenue Code, Treas. Reg. §1.409A-3(i)(5), and any guidance or regulations promulgated under Section 409A of the Code. Subject to the foregoing, Treas. Reg. §1.409A-3(i)(5) provides the following:

(c) 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 the unilateral election of the Executive to terminate this Agreement and his employment with the Companies or Executive otherwise experiences a “separation from service” with the Companies within the meaning of Section 1.409A-1(h) of the Regulations. Any such election by Executive 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 within 10 days following the Change in Control a lump sum amount equal to 2.99 times the Executive’s Annual Compensation in effect at the time of his Termination or the Change in Control, as the case may be.

(b) In the event of a Termination, unless the same must be delayed to prevent a violation of the Regulations, the Companies shall cause to be paid to the Executive all benefits payable to the Executive under the Companies’ retirement, executive incentive compensation, pension and deferred compensation plans in accordance with the terms of such plans.

(c) The Companies shall pay to the Executive all legal fees and expenses incurred by the Executive directly related to the enforcement of the payment of Termination Benefits and any reimbursement shall be made on or before the last day of the calendar year following the taxable year in which the expense was incurred.

(d) 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 a tax gross-up payment with respect to such Excise Tax in an amount equal to the full amount allowable as a “tax gross-up payment” under Section 1.409A-3(i)(1)(v) the Regulations to be paid as soon as practicable within the payment period specified in such Section of the Regulations.

(e) In the event of a Termination for any reason other than Good Cause, within two years after a Change in Control, within thirty days of the Termination the Companies shall transfer any and all country club memberships owned by the Companies for the benefit of the Executive, to the Executive.

(f) In the event of a Termination for any reason other than Good Cause, within two years after a Change in Control, within thirty days of the Termination the Companies shall transfer to the Executive the company car used by the Executive, at the time of Termination, at book value.

Notwithstanding anything to the contrary herein contained, if Executive is a “specified employee” as defined in the Regulations, unless otherwise allowed under the Regulations, Termination Benefits shall not be payable until the first day of the seventh month following the Executive’s Termination.

10. Indemnity .

(a) The Companies shall provide indemnification rights and benefits to Executive to the fullest extent permitted by law and the charter or bylaws of the Companies. Any amendment or revision to such charter or bylaws that adversely affects the indemnification rights or benefits available to Executive under such charter or bylaws as of the date hereof shall not be effective against Executive unless Executive has consented in writing to such amendment or revision.

(b) 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

5 Sarnowski Drive

Glenville, NY 12302

To the Executive:

___________________

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 16 th day of December, 2008.

ATTEST:	TRUSTCO BANK CORP NY



/s/ Thomas M. Poitras	By:	/s/ Robert J. McCormick
Secretary

ATTEST	TRUSTCO BANK



/s/ Thomas M. Poitras	By:	/s/ Robert J. McCormick
Secretary

	AGREEMENT OF EXECUTIVE

Schedule A to Agreement among Companies and ____________________

Calendar Year	Annual Salary	Approval of Companies
2008
2009
2010
2011
2012
2013
2014

SCHEDULE B

An amount equal to the incremental amount that would have been credited for the year to the Executive’s Supplemental Account Balance under the Trustco Bank and TrustCo Bank Corp NY Supplemental Retirement Plan as such Plan was in effect on December 31, 2007, and had it not been amended to cease additional benefit accruals following December 31, 2008.

RESTATEMENT

TRUSTCO BANK

SENIOR

INCENTIVE PLAN

(Formerly, Trustco Bank Executive Incentive Plan)

January 1, 2008

TRUSTCO BANK

SENIOR INCENTIVE PLAN

Table of Contents

	Page No.

ARTICLE I, PLAN OBJECTIVES	1

ARTICLE II, ELIGIBILITY FOR PLAN PARTICIPATION	2

ARTICLE III, PERFORMANCE INCENTIVE FUNDS	3

ARTICLE IV, DEVELOPMENT OF PERFORMANCE INCENTIVE FUND	3

ARTICLE V, DISTRIBUTION OF FUNDS	4

ARTICLE VI, PLAN ADMINISTRATION	4

RESTATEMENT OF

TRUSTCO BANK

SENIOR INCENTIVE PLAN

(Formerly, Trustco Bank Executive Incentive Plan)

WHEREAS, Trustco Bank (herein referred to as the “Bank”) maintains the Trustco Bank Executive 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 January 1, 2008;

NOW, THEREFORE, the Bank does hereby amend and restate the Plan in its entirety effective as of January 1, 2008, to change the name to Trustco Bank Senior Incentive Plan and so that it shall read as follows:

ARTICLE I

PLAN OBJECTIVES

Section 1.1. The underlying objective of this Plan is to assist the Bank to attract, retain and motivate senior personnel by providing outstanding incentive award opportunities and by linking incentive awards to accomplishment of the Bank’s overall business plans and objectives. The senior incentive plan was developed in light of this central objective, as well as the following specific objectives:

To foster and reward teamwork, cohesiveness and collaboration among senior officers in the performance of their assigned responsibilities.

To clearly identify expected performance levels and to provide a mechanism for evaluating and acknowledging the collective effort.

To maximize and focus effectiveness by providing incentives based on a high level of performance.

To ensure that the Bank’s profit plan is used as an operational plan in the management of the Bank.

To ensure stability among the Bank’s senior executive positions.

Section 1.2. The Plan is designed to provide participants with the opportunity for annual incentive awards for achievement of objectives as established by the Chief Executive Officer (“CEO”) of the Bank. In addition, prior to payment of any annual incentive awards, a suitable return upon average assets will be required. Incentive award opportunities, therefore, are contingent upon the attainment of performance targets, as well as a reasonable return on average equity. In this manner, the Plan is equitable to both shareholders and the Bank’s management team.

ARTICLE II

ELIGIBILITY FOR PLAN PARTICIPATION

Section 2.1. Participation in this Plan is limited to the following employee positions:

1. Managers

2. Officers and Senior Officers

3. Administrative Vice Presidents and Vice Presidents

Executive officers of the Bank selected for participation in the Trustco Bank Executive Officer Incentive Plan are not eligible to participate in this Plan.

Section 2.2. Individuals assigned to a position included within 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 year. The incentive awarded to such participants will be prorated based upon the number of months’ service in each included position. This rule will also apply in cases where Plan participants are promoted to a higher level position, such promotion to this position would affect the size of the incentive award.

Section 2.3. Plan participants who leave the employ of the Bank prior to the end of a Plan year (except in the case of death, retirement or disability) forfeit all rights to incentive awards accrued during the Plan year in which the termination occurs. Participants terminated because of death, retirement or disability will receive all incentive awards proportionate to base compensation paid or accrued during the course of the Plan year, which shall be paid when payments for the Plan Year are made under Section 5.1.

ARTICLE III

PERFORMANCE INCENTIVE FUNDS

Section 3.1. The percentage of the incentive award for a participant for a Plan year (January 1st through December 31st) will be at the discretion of the Chief Executive Officer. The dollar amount of the incentive award is determined by multiplying the participant’s base salary for the Plan year by the percentage.

ARTICLE IV

DEVELOPMENT OF PERFORMANCE INCENTIVE FUND

Section 4.1. The profit plan of the Bank for a Plan year is developed and submitted to the Board of Directors for approval prior to the commencement of the year. As part of the profit plan development process, a return on assets shall be included, as well as asset targets, deposit targets and net income objectives.

The amount of a participant’s incentive award for a Plan year shall be determined prior to the end of the year in the sole discretion of the CEO, and such determination shall take into account the Bank’s performance in the year just ended against targeted profit and goals in the profit plan and the participant’s contribution to such performance. The determination by the CEO shall be final and conclusive.

ARTICLE V

DISTRIBUTION OF FUNDS

Section 5.1. An amount equal to the incentive award shall be paid in a single sum to Plan participants receiving the same as soon as practicable following the end of the Plan year to which the award is attributable; provided, however, in no event shall the payments be made later than two and half months following the end of the Plan year for which the awards are payable.

ARTICLE VI

PLAN ADMINISTRATION

Section 6.1. The Board of Directors reserves the right to amend, suspend or terminate this Plan at any time. However, no amendment, suspension or termination of the Plan may alter or impair any Plan participant’s rights previously granted under the Plan without his consent. Any such Amendment shall be effective immediately upon adoption by the Board of Directors.

Section 6.2. Overall policy direction shall be provided by the Board of Directors. Plan administration shall be provided by the CEO.

Section 6.3. During the course of the Plan year, monthly accruals will be established for estimated incentive award payments.

IN WITNESS WHEREOF, the Bank has caused this Restatement of the Plan to be executed this 16 th day of December, 2008.

	TRUSTCO BANK



	By:	/s/ Robert J. McCormick
	Title:	President and CEO