TRUSTCO BANK CORP N Y (Form: 8-K, Received: 03/17/2009 16:22:59)

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): March 17, 2009 (March 17, 2009)

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 March 17, 2009, the boards of directors of TrustCo Bank Corp NY (“TrustCo”) and Trustco Bank approved amendments to the employment agreements of its executive officers to reinstate the continuation of health insurance benefits for the longer of the executive’s life or the life of his spouse if the executive’s employment terminates due to retirement, disability, death or termination of employment for any reason other than good cause (as defined in the agreements) within two years after a change in control (also as defined in the agreements). Such benefits had been provided to the executive officers prior to the December 2008 amendment and restatement of their employment agreements and are being reinstated as a result of a determination that it was reasonable to conclude that the continuation of the health benefits would comply with applicable tax laws.

The amendments to the agreements of the three executive officers are substantially identical.

Item 9.01

Financial Statements and Exhibits

Exhibit No.		Description

99.1		Form of Amendments to 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

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: March 17, 2009

	TrustCo Bank Corp NY
	(Registrant)

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

Exhibit 99.1

AMENDMENT NO. 1 TO

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 Agreement was restated in its entirety, effective as of January 1, 2008; and

WHEREAS, the Companies and Executive desire to amend the Agreement;

NOW, THEREFORE, the Agreement is hereby amended effective as of January 1, 2009, as follows:

The following paragraphs are added at the end of Section 6(b) of the Agreement:

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 monthly, for the longer of the life of the Executive or the life of the Executive’s spouse, reimburse Executive and/or Executive’s spouse for otherwise unreimbursed medical expenses, including medical insurance premiums, of Executive and his spouse (and Executive’s dependents during the time such dependents would meet the coverage requirements of a health plan maintained by the Company if the Executive were covered by such plan) for medical and health benefits (including dental and prescription drugs) at a level that is substantially similar to those benefits which Executive and Executive’s spouse were receiving immediately prior to Executive’s termination under the Companies’ medical insurance plan and Executive Medical Reimbursement Plan, which combined benefits shall not be less than the maximum available as of the date hereof, and shall not be modified without the consent of Executive or Executive’s spouse (in the event the Executive is deceased); provided, however, (i) any such expense reimbursement shall be made by the Companies no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive or his spouse, and (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

The obligations of the Companies pursuant to this subsection (b) shall survive the termination of this Agreement.

IN WITNESS WHEREOF, TrustCo, the Bank and the Executive have caused this Amendment to be executed as of this 17 th day of March, 2009.

	TRUSTCO BANK CORP NY


	By:	/s/ Robert J. McCormick


	TRUSTCO BANK


	By:	/s/ Robert J. McCormick


	AGREEMENT OF EXECUTIVE