NEW YORK
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0-10592
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14-1630287
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State or Other Jurisdiction of Incorporation or Organization
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Commission File No.
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I.R.S. Employer Identification Number
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£
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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£
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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£
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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£
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers
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Item 9.01
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Financial Statements and Exhibits
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(c)
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Exhibits
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Exhibit No.
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Description
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Amendment No. 3 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan
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Amendment No. 3 to Amended and Restated 2004 TrustCo Bank Corp NY Stock Option Plan
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Amended and Restated Trustco Bank Deferred Compensation Plan for Directors
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Second Amended and Restated TrustCo Bank Corp NY Directors Performance Bonus Plan
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Second Amended and Restated TrustCo Bank Corp NY Performance Bonus Plan
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Amended and Restated Trustco Bank and TrustCo Bank Corp NY Supplemental Retirement Plan
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Second Amended and Restated Trustco Bank Executive Officer Incentive Plan
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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
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Restatement of Trustco Bank Senior Incentive Plan
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TrustCo Bank Corp NY
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(Registrant)
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By:
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/s/ Robert T. Cushing
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Robert T. Cushing
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Executive Vice President and
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Chief Financial Officer
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TRUSTCO
BANK CORP NY
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By:
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/s/ Robert J. McCormick | |
Title
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President and Chief Executive Officer |
TRUSTCO
BANK CORP NY
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By:
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/s/ Robert J. McCormick | |
Title
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President and Chief Executive Officer |
TRUSTCO
BANK
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By:
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/s/ Robert J. McCormick | |
Title:
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President and Chief Executive Officer |
Page No.
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ARTICLE I, DEFINITIONS
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1
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ARTICLE II, ADMINISTRATION
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4
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ARTICLE III, GRANTS
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4
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ARTICLE IV, PERFORMANCE BONUS UNITS
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5
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ARTICLE V, VESTING OF PERFORMANCE BONUS UNITS
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5
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ARTICLE VI, PAYMENT OF PERFORMANCE BONUS UNITS
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5
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ARTICLE VII, VALUATION OF PERFORMANCE BONUS UNITS
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6
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ARTICLE VIII, CHANGES IN CAPITAL AND CORPORATE STRUCTURE
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7
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ARTICLE IX, NONTRANSFERABILITY
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7
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ARTICLE X, WITHHOLDING
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7
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ARTICLE XI, VOTING AND DIVIDEND RIGHTS
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8
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ARTICLE XII, CLAIMS
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8
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ARTICLE XIII, MISCELLANEOUS PROVISIONS
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9
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ARTICLE XIV, AMENDMENT OF THE PLAN
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10
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ARTICLE XV, EFFECTIVENESS AND TERMS OF PLAN
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11
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TRUSTCO BANK CORP NY
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By:
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/s/ Robert J. McCormick | |
Title:
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President and Chief Executive Officer |
Page No.
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ARTICLE
I, DEFINITIONS
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1
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ARTICLE
II, ADMINISTRATION
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4
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ARTICLE
III, GRANTS
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5
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ARTICLE
IV, PERFORMANCE BONUS UNITS
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5
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ARTICLE
V, VESTING OF PERFORMANCE BONUS UNITS
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6
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ARTICLE
VI, PAYMENT OF PERFORMANCE BONUS UNITS
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6
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ARTICLE
VII, VALUATION OF PERFORMANCE BONUS UNITS
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7
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ARTICLE
VIII, CHANGES IN CAPITAL AND CORPORATE STRUCTURE
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8
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ARTICLE
IX, NONTRANSFERABILITY
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8
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ARTICLE
X, WITHHOLDING
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9
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ARTICLE
XI, VOTING AND DIVIDEND RIGHTS
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9
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ARTICLE
XII, CLAIMS
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9
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ARTICLE
XIII, MISCELLANEOUS PROVISIONS
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10
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ARTICLE
XIV, AMENDMENT OF THE PLAN
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11
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ARTICLE
XV, EFFECTIVENESS AND TERMS OF PLAN
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12
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TRUSTCO
BANK CORP NY
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By:
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/s/ Robert J. McCormick | |
Title:
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President and Chief Executive Officer |
Page
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ARTICLE I DEFINITIONS
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1
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SECTION 1.1.
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Actuarial Equivalent
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1
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SECTION 1.2.
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Affiliate
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2
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SECTION 1.3.
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Bank
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2
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SECTION 1.4.
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Board of Directors
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2
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SECTION 1.5.
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Cause
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2
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SECTION 1.6.
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Change in Control
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2
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SECTION 1.7.
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Code
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3
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SECTION 1.8.
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Committee
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3
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SECTION 1.9.
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Credited Years of Service
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3
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SECTION 1.10.
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Determination Date
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4
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SECTION 1.10A.
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Disability
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4
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SECTION 1.11.
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Earnings
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4
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SECTION 1.12.
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Employee
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4
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SECTION 1.13.
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Final Average Earnings
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5
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SECTION 1.14.
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Normal Retirement Date
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5
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SECTION 1.15.
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Participant
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5
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SECTION 1.16.
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Plan
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5
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SECTION 1.17.
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Plan Year
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5
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SECTION 1.18.
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Primary Social Security Benefit
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5
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SECTION 1.19.
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Projected Accrued Benefit
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5
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SECTION 1.20.
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Projected Earnings
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6
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SECTION 1.21.
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Projected Final Average Earnings
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6
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SECTION 1.22.
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Projected Primary Social Security Benefit
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6
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SECTION 1.23.
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Projected Total Retirement Benefit
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6
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SECTION 1.24.
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Projected Years of Service
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6
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SECTION 1.25.
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Retirement Plan
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6
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SECTION 1.26.
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Supplemental Account Balance
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7
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SECTION 1.27.
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Supplemental Retirement Benefit
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7
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SECTION 1.28.
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Total Retirement Benefit
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7
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SECTION 1.29.
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Valuation Date
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8
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ARTICLE II PARTICIPATION
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8
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SECTION 2.1.
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8
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SECTION 2.2.
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8
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ARTICLE III BENEFITS
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8
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SECTION 3.1.
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Benefit Amount.
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8
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SECTION 3.2.
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Supplemental Account Balance at
December 31, 1993
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9
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SECTION 3.3.
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Redetermination of Supplemental Account Balance on or Before
Normal
Retirement Date.
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9
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SECTION 3.4.
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Reduction of Supplemental Account Balance.
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10
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SECTION 3.5.
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Limitation on Supplemental Account Balance.
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10
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ARTICLE IV PAYMENT OF BENEFITS
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10
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SECTION 4.1.
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10
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SECTION 4.2.
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10
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SECTION 4.3.
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11
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SECTION 4.4.
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11
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SECTION 4.5.
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11
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SECTION 4.6.
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11
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ARTICLE V CLAIMS
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11
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SECTION 5.1.
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11
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ARTICLE VI AMENDMENT
AND
TERMINATION
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11
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SECTION 6.1.
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11
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ARTICLE
VII
ADMINISTRATION
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11
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SECTION 7.1.
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12
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ARTICLE VIII MISCELLANEOUS
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12
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SECTION 8.1.
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12
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SECTION 8.2.
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12
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SECTION 8.3.
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12
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SECTION 8.4.
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12
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SECTION 8.5.
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12
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SECTION 8.6.
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12
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SECTION 8.7.
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12
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SECTION 8.8.
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13
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SECTION 8.9.
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13
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ARTICLE IX CHANGE IN CONTROL
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13
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SECTION 9.1.
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13
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A.
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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.
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B.
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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.
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C.
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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.
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(a)
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A career average pension equal to, for each year of employment:
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(i)
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1.1% of the first $5,000 of Earnings, plus,
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(ii)
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2.0% of Earnings in excess of $5,000, or
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(b)
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A pension equal to:
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(i)
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1% times Final Average Earnings times Credited Years of Service at Normal Retirement Date up to a maximum of 40 years, times
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(ii)
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Credited Years of Service as of the Determination Date divided by Credited Years of Service at Normal Retirement Date, or
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(c)
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A pension equal to:
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(i)
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2% times Final Average Earnings times Credited Years of Service at Normal Retirement Date up to a maximum of 40 years, less
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(ii)
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2% times the Primary Social Security Benefit times Credited Years of Service at Normal Retirement Date up to a maximum of 25 years, times
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(iii)
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Credited Years of Service at the Determination Date divided by Credited Years of Service at Normal Retirement Date, or
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(d)
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A pension equal to:
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(i)
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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
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(ii)
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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
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(iii)
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.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.
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(a)
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The Supplemental Account Balance on any Valuation Date after December 31, 1993 is equal to:
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(i)
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the Supplemental Account Balance as of the immediately preceding Valuation Date, plus
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(ii)
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the Account Balance Increment for the Plan Year ending on the Valuation Date; less
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(iii)
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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.
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(b)
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(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:
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(i)
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the projected Supplemental Account Balance at Normal Retirement Date, measured as of December 31, 1993, minus
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(ii)
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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
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(iii)
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the number of years and months from December 31, 1993 to the Participants Normal Retirement Date, minus
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(iv)
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the Supplemental Account Balance as of December 31, 1993, plus
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(v)
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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.
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(2)
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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).
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(c)
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The Participants projected Supplemental Account Balance at Normal Retirement Date is equal to the lump sum Actuarial Equivalent of:
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(i)
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his Projected Total Retirement Benefit, less
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(ii)
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the amount of his Projected Accrued Benefit under the Retirement Plan; less
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(iii)
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the amount of his Supplemental Retirement Benefit previously distributed under the Plan pursuant to Section 4.4, or its successor.
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ATTEST:
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TRUSTCO BANK CORP NY
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/s/ Thomas M. Poitras |
By:
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/s/ Robert J. McCormick | ||
Secretary
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ATTEST
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TRUSTCO BANK
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/s/ Thomas M. Poitras |
By:
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/s/ Robert J. McCormick | ||
Secretary
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/s/ Robert J. McCormick | ||
Robert J. McCormick
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/s/ Robert T. Cushing | ||
Robert T. Cushing
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/s/ Scot R. Salvador | ||
Scot R. Salvador
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TRUSTCO BANK
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December 16, 2008
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By:
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/s/ Robert J. McCormick | |
Date
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Title:
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President and Chief Executive Officer | |
Date
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Participant
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Page No.
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ARTICLE
I, DEFINITIONS
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1
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ARTICLE
II, PARTICIPATION
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3
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ARTICLE
III, INCENTIVE AWARDS
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4
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ARTICLE
IV, CLAIMS
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5
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ARTICLE
V, AMENDMENT AND TERMINATION
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5
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ARTICLE
VI, ADMINISTRATION
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6
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ARTICLE
VII, MISCELLANEOUS
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6
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Return on Equity
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Bonus Percentage
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13%
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40%
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14%
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50%
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15%
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60%
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16%
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75%
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17%
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90%
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18%
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105%
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19%
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125%
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The
bonus percentage will be further increased by 15% for each percentage
point the Return on Equity of TrustCo Bank Corp NY exceeds
19%.
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TRUSTCO
BANK
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By:
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/s/ Robert J. McCormick | |
Title:
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President and Chief Executive Officer |
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To the Companies:
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TrustCo Bank Corp NY
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To the Executive:
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___________________
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ATTEST:
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TRUSTCO BANK CORP NY
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/s/ Thomas M. Poitras |
By:
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/s/ Robert J. McCormick | |
Secretary
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ATTEST
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TRUSTCO BANK
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/s/ Thomas M. Poitras |
By:
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/s/ Robert J. McCormick | |
Secretary
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AGREEMENT OF EXECUTIVE | ||
Calendar Year
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Annual Salary
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Approval of Companies
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2008
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2009
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2010
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2011
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2012
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2013
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2014
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Page No.
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ARTICLE
I, PLAN OBJECTIVES
|
1
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ARTICLE
II, ELIGIBILITY FOR PLAN PARTICIPATION
|
2
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ARTICLE
III, PERFORMANCE INCENTIVE FUNDS
|
3
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ARTICLE
IV, DEVELOPMENT OF PERFORMANCE INCENTIVE FUND
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3
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ARTICLE
V, DISTRIBUTION OF FUNDS
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4
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ARTICLE
VI, PLAN ADMINISTRATION
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4
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·
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To
foster and reward teamwork, cohesiveness and collaboration among senior
officers in the performance of their assigned
responsibilities.
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·
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To
clearly identify expected performance levels and to provide a mechanism
for evaluating and acknowledging the collective
effort.
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·
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To
maximize and focus effectiveness by providing incentives based on a high
level of performance.
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·
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To
ensure that the Bank’s profit plan is used as an operational plan in the
management of the Bank.
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·
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To
ensure stability among the Bank’s senior executive
positions.
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TRUSTCO
BANK
|
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By:
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/s/ Robert J. McCormick | |
Title:
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President
and CEO
|