UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  November 18, 2009 (November 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)

(518) 377-3311
(Registrant’s Telephone Number,
Including Area Code)

NOT APPLICABLE
(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:

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

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

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

 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
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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 November 17, 2009, the boards of directors of TrustCo Bank Corp NY (“TrustCo”) and Trustco Bank adopted amendments to certain of their employee benefit plans.  The plans and agreements so amended are as follows:

 
1.
Amendment No. 1 to Second Amended and Restated Trustco Bank Executive Officer Incentive Plan .  Amended, effective as of January 1, 2010, to change the definition of “Return on Equity” and to continue the frozen status of the plan.

 
2.
First Amendment to Restatement of Trustco Bank Senior Incentive Plan.   Amended, effective January 1, 2009, to change the employee positions eligible to participate in the plan.

Item 9.01.
Financial Statements and Exhibits

(c)
Exhibits
 
 
Exhibit No.
 
Description
       
 
99.1
 
1.
Amendment No. 1 to Second Amended and Restated Trustco Bank Executive Officer Incentive Plan .
         
 
99.2
 
2.
First Amendment to Restatement of Trustco Bank Senior Incentive Plan.

 
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SIGNATURES

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.


Dated: November 18, 2009

 
TrustCo Bank Corp NY
 
(Registrant)
     
     
 
By:
/s/ Robert T. Cushing
   
Robert T. Cushing
   
Executive Vice President and
   
Chief Financial Officer

 
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Exhibits Index


The following exhibits are filed herewith:


Exhibit No.
   
Description
 
Page
           
           
 
1.
Amendment No. 1 to Second Amended and Restated Trustco Bank Executive Officer Incentive Plan.
 
5
           
 
2.
First Amendment to Restatement of Trustco Bank Senior Incentive Plan.
 
6

 
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TRUSTCO
 
Bank Corp NY
Exhibit 99.1
5 Sarnowski Drive, Glenville, New York, 12302
 
(518) 377-3311  Fax:  (518) 381-3668
 
   
Subsidiary:  Trustco Bank
NASDAQ -- TRST


AMENDMENT NO. 1
TO
SECOND AMENDED AND RESTATED
TRUSTCO BANK EXECUTIVE OFFICER INCENTIVE PLAN


WHEREAS, Trustco Bank (the “Bank”) maintains the Trustco Bank Executive Officer Incentive Plan, as amended and restated in the Second Amended and Restated Trustco Bank Executive Officer Incentive Plan dated January 1, 2008 (the “Plan”); and

WHEREAS, the Plan was frozen after the 2008 Plan Year; and

WHEREAS, the Bank desires to amend said Plan, effective as of January 1, 2010 and to continue the frozen status of the Plan, until such time as the Plan is reinstated by action of the Board of Directors.

NOW, THEREFORE, the Bank does hereby amend the Plan, effective as of January 1, 2010, as follows:

 
1.
Section 1.14 .  Section 1.14 of the Plan is hereby deleted and the following is substituted in lieu thereof:
 
 
 
Section 1.14.  “Return on Equity” means Net Income divided by Total Shareholder Equity minus any equity transaction directly in conjunction with a merger or acquisition.
 
 
IN WITNESS WHEREOF, the Bank has caused this Amendment No. 1 to be executed by its duly authorized officer as of the 17 th day of November, 2009.


ATTEST:
     
   
TRUSTCO BANK
 
         
/S/ Robert M. Leonard
 
By:
/S/ Robert J. McCormick
 
Secretary
       
   
Title:
Chairman, President and CEO
 

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TRUSTCO
 
Bank Corp NY
Exhibit 99.2
5 Sarnowski Drive, Glenville, New York, 12302
 
(518) 377-3311  Fax:  (518) 381-3668
 
   
Subsidiary:  Trustco Bank
NASDAQ -- TRST


FIRST AMENDMENT TO
RESTATEMENT OF TRUSTCO BANK SENIOR INCENTIVE PLAN


WHEREAS, Trustco Bank (herein referred to as the “Bank”) maintains the Trustco Bank Senior Incentive Plan, as amended and restated in the Restatement of Trustco Bank Senior Incentive Plan dated January 1, 2008 (herein referred to as the “Plan”); and

WHEREAS, the Bank desires to amend the Plan to make an additional class of employees eligible to participate under the Plan.

NOW, THEREFORE, the Bank does hereby amend the Plan as of January 1, 2009, as set forth below.

 
1.
Section 2.1 .
Section 2.1 of the Plan is deleted and replaced with the following:

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, Vice Presidents and Senior 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.

IN WITNESS WHEREOF, the Bank has caused this Amendment to be executed this 17th day of November 2009.


ATTEST:
 
TRUSTCO BANK
 
         
/S/ Robert M. Leonard
 
By:
/S/  Robert J. McCormick
 
Secretary
       
   
Title:
Chairman, President and CEO
 

 
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