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):  January 19, 2010

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 Act (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 January 19, 2010, the board of directors of TrustCo Bank Corp NY adopted amendments to the following compensation plans to prohibit the repricing of equity-based awards without approval of the Company’s stockholders.

 
(a)
2004 TrustCo Bank Corp NY Stock Option Plan

 
(b)
Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan

 
(c)
2004 TrustCo Bank Corp NY Directors Stock Option Plan

 
(d)
Amended and Restated TrustCo Bank Corp NY Directors Stock Option Plan

 
(e)
Second Amended and Restated TrustCo Bank Corp NY Performance Bonus Plan

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

Item 9.01.
Financial Statements and Exhibits

 
(c)
Exhibits
 
 
99(a)
Amendment No. 4, 2004 TrustCo Bank Corp NY Stock Option Plan

99(b) 
 Amendment No. 4, Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan

 
99(c)
Amendment No. 2, 2004 TrustCo Bank Corp NY Directors Stock Option Plan

 
99(d)
Amendment No. 2, Amended and Restated TrustCo Bank Corp NY Directors Stock Option Plan

 
99(e)
Amendment No. 1, Second Amended and Restated TrustCo Bank Corp NY Performance Bonus Plan

 
99(f)
Amendment No. 1, Second Amended and Restated TrustCo Bank Corp NY Directors Performance Bonus 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: January 19, 2010

 
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:

Reg S-K Exhibit No.
 
Description
 
Page
         
 
Amendment No. 4, 2004 TrustCo Bank Corp NY Stock Option Plan.
 
5 – 6
         
 
Amendment No. 4, Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan.
 
7 – 8
         
 
Amendment No. 2, 2004 TrustCo Bank Corp NY Directors Stock Option Plan
 
9 – 10
         
 
Amendment No. 2, Amended and Restated TrustCo Bank Corp NY Directors Stock Option Plan
 
11 – 12
         
 
Amendment No. 1, Second Amended and Restated TrustCo Bank Corp NY Performance Bonus Plan
 
13 – 14
         
 
Amendment No. 1, Second Amended and Restated TrustCo Bank Corp NY Directors Performance Bonus Plan
 
15 – 16
 
 
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TRUSTCO
 
Bank Corp NY
Exhibit 99(a)
   

AMENDMENT NO. 4
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

WHEREAS, the Company wishes to amend the Plan to prohibit without stockholder approval the “repricing” of stock options and other awards made under the Plan;

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

Amendment

1.              New Section 14 . A new Section 14 of the Plan is hereby adopted, which such section reads in its entirety as follows:

SECTION 14:                       REPRICING
Notwithstanding any other provision of the Plan to the contrary, without the prior approval of the stockholders of the Company, the Company shall not:

1.           Reduce the exercise price of an outstanding Stock Option or Stock Appreciation Right;

2.           Cancel a Stock Option or Stock Appreciation Right and re-grant the Stock Option or Stock Appreciation Right at a lower exercise price, provided, however, that if a Stock Option or a portion thereof (a) expires without being exercised in full or (b) terminates without being exercised in full upon a Participant’s termination of employment, Disability, death or retirement, then, in either case. the unpurchased shares covered by the Option are to be available for future Stock Option grants under this Plan;

3.           Substitute shares of Stock for Stock Options or Stock Appreciation Rights whose exercise or strike prices are in excess of market value at the time such substitution is proposed, or

4.           Buy back or buy out Stock Options or Stock Appreciation Rights the exercise or strike prices of which are in excess of market value at the time such buyback or buyout is proposed and, in exchange for such Stock Options or Stock Appreciation Rights, issue cash or Stock.

 
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2.              Defined Terms . All capitalized terms used in this Amendment that are defined in the Plan, either directly or by a reference set forth in the Plan, shall have the respective meanings assigned them in the Plan except as otherwise provided in this Amendment or unless the context otherwise requires.

3.              References to Agreement .   Upon the effectiveness of this Amendment, each reference in the Plan to “this Plan,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Plan as amended hereby.

4.              Plan Remains in Effect .   The Plan, as amended and supplemented by this Amendment, shall remain in full force and effect .

IN WITNESS WHEREOF, the Company has caused this Amendment to be adopted on this 19th day of January, 2010.

 
TRUSTCO BANK CORP NY
     
 
By:
/s/ /Robert J. McCormick
   
Robert J. McCormick
   
Chairman, President and Chief Executive Officer
 
 
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TRUSTCO
 
Bank Corp NY
Exhibit 99(b)
   

AMENDMENT NO. 4
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

WHEREAS, the Company wishes to amend the Plan to prohibit without stockholder approval the “repricing” of stock options and other awards made under the Plan;

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

Amendment

1.              New Section 14 . A new Section 14 of the Plan is hereby adopted, which such section reads in its entirety as follows:

SECTION 14:                       REPRICING
Notwithstanding any other provision of the Plan to the contrary, without the prior approval of the stockholders of the Company, the Company shall not:

1.           Reduce the exercise price of an outstanding Stock Option or Stock Appreciation Right;

2.           Cancel a Stock Option or Stock Appreciation Right and re-grant the Stock Option or Stock Appreciation Right at a lower exercise price, provided, however, that if a Stock Option or a portion thereof (a) expires without being exercised in full or (b) terminates without being exercised in full upon a Participant’s termination of employment, Disability, death or retirement, then, in either case, the unpurchased shares covered by the Option are to be available for future Stock Option grants under this Plan;

3.           Substitute shares of Stock for Stock Options or Stock Appreciation Rights whose exercise or strike prices are in excess of market value at the time such substitution is proposed, or

4.           Buy back or buy out Stock Options or Stock Appreciation Rights the exercise or strike prices of which are in excess of market value at the time such buyback or buyout is proposed and, in exchange for such Stock Options or Stock Appreciation Rights, issue cash or Stock.

 
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2.              Defined Terms . All capitalized terms used in this Amendment that are defined in the Plan, either directly or by a reference set forth in the Plan, shall have the respective meanings assigned them in the Plan except as otherwise provided in this Amendment or unless the context otherwise requires.

3.              References to Agreement .   Upon the effectiveness of this Amendment, each reference in the Plan to “this Plan,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Plan as amended hereby.

 
4.              Plan Remains in Effect .   The Plan, as amended and supplemented by this Amendment, shall remain in full force and effect .

IN WITNESS WHEREOF, the Company has caused this Amendment to be adopted on this 19th day of January, 2010.

 
TRUSTCO BANK CORP NY
     
 
By:
/s/ Robert J. McCormick
   
Robert J. McCormick
   
Chairman, President and Chief Executive Officer
 
 
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TRUSTCO
 
Bank Corp NY
 
Exhibit 99(c)

AMENDMENT NO. 2
2004 TRUSTCO BANK CORP NY
DIRECTORS STOCK OPTION PLAN

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

WHEREAS, the Company wishes to amend the Plan to prohibit without stockholder approval the “repricing” of stock options and other awards made under the Plan;

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

Amendment

1.              New Section 18 . A new Section 18 of the Plan is hereby adopted, which such section reads in its entirety as follows:

SECTION 18:                       REPRICING
Notwithstanding any other provision of the Plan to the contrary, without the prior approval of the stockholders of the Company, the Company shall not:

1.            Reduce the exercise price of an outstanding Option;

2.            Cancel and re-grant an Option at a lower exercise price, provided, however, that in the event that any outstanding Option or portion thereof for any reason (a) expires without being exercised in full or (b) terminates as provided in Section 12 of this Plan without being exercised in full, then, in either case, the shares of Stock allocable to the unexercised portion of such Option may again be made subject to Option under the Plan;

3.            Substitute shares of Stock for Options whose exercise prices are in excess of market value at the time such substitution is proposed, or

4.            Buy back or buy out Options the exercise prices of which are in excess of market value at the time such buyback or buyout is proposed and, in exchange for such Options, issue cash or Stock.

2.            Defined Terms . All capitalized terms used in this Amendment that are defined in the Plan, either directly or by a reference set forth in the Plan, shall have the respective meanings assigned them in the Plan except as otherwise provided in this Amendment or unless the context otherwise requires.

 
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3.             References to Agreement .   Upon the effectiveness of this Amendment, each reference in the Plan to “this Plan,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Plan as amended hereby.

4.             Plan Remains in Effect .   The Plan, as amended and supplemented by this Amendment, shall remain in full force and effect .

IN WITNESS WHEREOF, the Company has caused this Amendment to be adopted on this 19th day of January, 2010.

 
TRUSTCO BANK CORP NY
     
 
By:
/s/ Robert J. McCormick
   
Robert J. McCormick
   
Chairman, President and Chief Executive Officer
 
 
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TRUSTCO
 
Bank Corp NY
Exhibit 99(d)
   

AMENDMENT NO. 2
AMENDED AND RESTATED TRUSTCO BANK CORP NY
DIRECTORS STOCK OPTION PLAN

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

WHEREAS, the Company wishes to amend the Plan to prohibit without stockholder approval the “repricing” of stock options and other awards made under the Plan;

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

Amendment

1.             New Section 18 . A new Section 18 of the Plan is hereby adopted, which such section reads in its entirety as follows:

SECTION 18:                       REPRICING
Notwithstanding any other provision of the Plan to the contrary, without the prior approval of the stockholders of the Company, the Company shall not:

1.            Reduce the exercise price of an outstanding Option;

2.            Cancel and re-grant an Option at a lower exercise price, provided, however, that in the event that any outstanding Option or portion thereof for any reason (a) expires without being exercised in full or (b) terminates as provided in Section 12 of this Plan without being exercised in full, then, in either case, the shares of Stock allocable to the unexercised portion of such Option may again be made subject to Option under the Plan;

3.            Substitute shares of Stock for Options whose exercise prices are in excess of market value at the time such substitution is proposed, or

4.            Buy back or buy out Options the exercise prices of which are in excess of market value at the time such buyback or buyout is proposed and, in exchange for such Options, issue cash or Stock.

2.            Defined Terms . All capitalized terms used in this Amendment that are defined in the Plan, either directly or by a reference set forth in the Plan, shall have the respective meanings assigned them in the Plan except as otherwise provided in this Amendment or unless the context otherwise requires.

 
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3.             References to Agreement .   Upon the effectiveness of this Amendment, each reference in the Plan to “this Plan,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Plan as amended hereby.

4.            Plan Remains in Effect .   The Plan, as amended and supplemented by this Amendment, shall remain in full force and effect .

IN WITNESS WHEREOF, the Company has caused this Amendment to be adopted on this 19th day of January, 2010.

 
TRUSTCO BANK CORP NY
   
 
By:
/s/ Robert J. McCormick
   
Robert J. McCormick
   
Chairman, President and Chief Executive Officer
 
 
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TRUSTCO
 
Bank Corp NY
Exhibit 99(e)
   

AMENDMENT NO. 1
SECOND AMENDED AND RESTATED
TRUSTCO BANK CORP NY
PERFORMANCE BONUS PLAN

WHEREAS, TrustCo Bank Corp NY (the “Company”) previously established the Second Amended and Restated TrustCo Bank Corp NY Performance Bonus Plan (“Plan”); and

WHEREAS, the Company wishes to amend the Plan to prohibit without stockholder approval the “repricing” of awards made under the Plan;

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

Amendment

1.             New Article XVI . A new Article XVI of the Plan is hereby adopted, which such article reads in its entirety as follows:

ARTICLE XVI
REPRICING
Section 16.1 Notwithstanding any other provision of the Plan to the contrary, without the prior approval of the stockholders of the Company, the Company shall not :

1.            Reduce the grant date value of an outstanding Performance Bonus Unit;

2.            Cancel a Performance Bonus Unit and re-grant the Performance Bonus Unit at a lower value, provided, however, that if a Performance Bonus Unit or a portion thereof is forfeited or canceled when an individual who has an Account in the Plan ceases to be a Participant in the Plan after termination of his or her employment with the Company, the Performance Bonus Units so forfeited or canceled may again be awarded under the Plan.

3.            Substitute shares of Stock for Performance Bonus Units whose grant date value is in excess of market value at the time such substitution is proposed, or

4.            Buy back or buy out Performance Bonus Units the grant date value of which are in excess of market value at the time such buy back or buy out is proposed and, in exchange for such Performance Bonus Units, issue cash or Stock.

2.             Defined Terms . All capitalized terms used in this Amendment that are defined in the Plan, either directly or by a reference set forth in the Plan, shall have the respective meanings assigned them in the Plan except as otherwise provided in this Amendment or unless the context otherwise requires.

 
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3.              References to Plan .   Upon the effectiveness of this Amendment, each reference in the Plan to “this Plan,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Plan as amended hereby.

4.              Plan Remains in Effect .   The Plan, as amended and supplemented by this Amendment, shall remain in full force and effect .

IN WITNESS WHEREOF, the Company has caused this Amendment to be adopted on this 19th day of January, 2010.

 
TRUSTCO BANK CORP NY
     
 
By:
/s/ Robert J. McCormick
   
Robert J. McCormick
   
Chairman, President and Chief Executive Officer
 
 
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TRUSTCO
 
Bank Corp NY
Exhibit 99(f)
   

AMENDMENT NO. 1
SECOND AMENDED AND RESTATED
TRUSTCO BANK CORP NY
DIRECTORS PERFORMANCE BONUS PLAN

WHEREAS, TrustCo Bank Corp NY (the “Company”) previously established the Second Amended and Restated TrustCo Bank Corp NY Directors Performance Bonus Plan (“Plan”); and

WHEREAS, the Company wishes to amend the Plan to prohibit without stockholder approval the “repricing” of awards made under the Plan;

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

Amendment

1.             New Article XVI . A new Article XVI of the Plan is hereby adopted, which such article reads in its entirety as follows:

ARTICLE XVI
REPRICING
Section 16.1 Notwithstanding any other provision of the Plan to the contrary, without the prior approval of the stockholders of the Company, the Company shall not :

1.            Reduce the grant date value of an outstanding Performance Bonus Unit;

2.            Cancel a Performance Bonus Unit and re-grant the Performance Bonus Unit at a lower value, provided, however, that if a Performance Bonus Unit or a portion thereof is forfeited or canceled after a Director who has an Account in the Plan ceases to be a Director, the Performance Bonus Units so forfeited or canceled may again be awarded under the Plan.

3.            Substitute shares of Stock for Performance Bonus Units whose grant date value is in excess of market value at the time such substitution is proposed, or

4.           Buy back or buy out Performance Bonus Units the grant date value of which are in excess of market value at the time such buy back or buy out is proposed and, in exchange for such Performance Bonus Units, issue cash or Stock.

2.            Defined Terms . All capitalized terms used in this Amendment that are defined in the Plan, either directly or by a reference set forth in the Plan, shall have the respective meanings assigned them in the Plan except as otherwise provided in this Amendment or unless the context otherwise requires.

 
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3.              References to Plan .   Upon the effectiveness of this Amendment, each reference in the Plan to “this Plan,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Plan as amended hereby.

4.              Plan Remains in Effect .   The Plan, as amended and supplemented by this Amendment, shall remain in full force and effect .

IN WITNESS WHEREOF, the Company has caused this Amendment to be adopted on this 19th day of January, 2010.

 
TRUSTCO BANK CORP NY
     
 
By:
  /s/ Robert J. McCormick
   
Robert J. McCormick
   
Chairman, President and Chief Executive Officer
 
 
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