TRUSTCO BANK CORP N Y (Form: 8-K, Received: 11/23/2018 15:47:37)

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 20, 2018

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:

☐

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

TrustCo Bank Corp NY

Item 5.02.

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

On November 20, 2018, the Compensation Committee of the TrustCo Bank Corp NY (“TrustCo”) board of directors, and the full board of directors, approved awards of restricted stock units and performance shares to eligible employees, including named executive officers, under the TrustCo Bank Corp NY Amended and Restated 2010 Equity Incentive Plan (the “Incentive Plan”). The board also approved awards of restricted stock units to members of the board under TrustCo Bank Corp NY Amended and Restated 2010 Directors Equity Incentive Plan (the “Director Plan”).

The awards of performance shares under the Incentive Plan are subject to both a time-based vesting condition and a performance goals condition. Achievement of the performance goals condition will be measured over a three-year performance period beginning on January 1, 2019 and ending on December 31, 2021. The conditions are described in more detail in the Performance Share Award Agreement attached hereto as Exhibit 10(a). Each such award agreement entered into by TrustCo’s named executive officers was substantially the same.

The periods of restriction applicable to the restricted stock unit awards will lapse as to all units awarded under either the Incentive Plan or the Director Plan in equal increments on the first, second and third anniversaries of the award date. The Restricted Stock Unit Award Agreement under the Incentive Plan is attached hereto as Exhibit 10(b), and Restricted Stock Unit Award Agreement under the Director Plan is attached hereto as Exhibit 10(c). Each such award agreement entered into by TrustCo’s named executive officers under the Incentive Plan and by TrustCo’s directors under the Director Plan was substantially the same.

Exhibit 99 hereto describes the amount of the awards to each named executive officer and director.

Item 8.01.

Other Events

Please refer to the discussion of the awards to members of the board of directors under Item 5.02 above.

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Item 9.01.

Financial Statements and Exhibits

(c)

Exhibits

Reg S-K Exhibit No.	Description

10(a)	Form of Performance Share Award Agreement under the TrustCo Bank Corp NY Amended and Restated 2010 Equity Incentive Plan

10(b)	Form of Restricted Stock Unit Award Agreement under the TrustCo Bank Corp NY Amended and Restated 2010 Equity Incentive Plan

10(c)	Form of Directors Restricted Stock Unit Award Agreement under the TrustCo Bank Corp NY Amended and Restated 2010 Directors Equity Incentive Plan

99	Awards to Named Executive Officers and Directors

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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 20, 2018

	TrustCo Bank Corp NY
	(Registrant)

	By:	/s/ Michael M. Ozimek
		Michael M. Ozimek
		Senior Vice President and
		Chief Financial Officer

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Exhibits Index

Reg S-K Exhibit No.	Description	Page

10(a)	Form of Performance Share Award Agreement under the TrustCo Bank Corp NY Amended and Restated 2010 Equity Incentive Plan	1-5

10(b)	Form of Restricted Stock Unit Award Agreement under the TrustCo Bank Corp NY Amended and Restated 2010 Equity Incentive Plan	1-4

10(c)	Form of Directors Restricted Stock Unit Award Agreement under the TrustCo Bank Corp NY Amended and Restated 2010 Directors Equity Incentive Plan	1-4

99	Awards to Named Executive Officers and Directors	1

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Exhibit 10(a)

2018

Performance Share Award Agreement

under the

TrustCo Bank Corp NY Amended and Restated 2010 Equity Incentive Plan

This Performance Share Award Agreement (this “Agreement”) under the TrustCo Bank Corp NY Amended and Restated 2010 Equity Incentive Plan, as amended (the “Plan”), dated as of the grant date set forth below, is made between TrustCo Bank Corp NY (the “Company”) and the Participant set forth below. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan.

The award granted in this Agreement is contingent on the Participant agreeing to be bound by all of the terms and conditions of the Plan and this Agreement by signing and returning this Agreement to the Company on or before the close of business on the second business day after November 20, 2018 (that is, November 23, 2018). ¹ If the Participant fails to return a signed copy of this Agreement to the Company on or before such date, this award will be deemed to be voided and withdrawn and, as such, of no force or effect.

1. Grant of Performance Shares . Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant an award of the number of performance shares set forth in Paragraph 2 effective as of the Grant Date set forth therein (the performance shares granted hereunder are hereafter referred to as the “Performance Shares”). Each Performance Share shall represent the right to receive upon settlement an amount of cash equal to the Fair Market Value of one share of Common Stock.

2. Award Summary :

	Participant			[Officer]
	Grant Date			November 20, 2018
	Number of Performance Shares:
	Threshold:
	Target:
	Maximum:
	Performance Period			January 1, 2019 to December 31, 2021

1 November 23 is the second business day after November 20, 2018.

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3. Satisfaction of Vesting Conditions .

(a) General . Except as provided in this Agreement, the Performance Shares are subject to a substantial risk of forfeiture until vested and as set forth in this Paragraph 3 are transferable only to the extent provided in Paragraph 13 hereof. Except as otherwise provided herein, the Participant shall be entitled to receive payment in respect of the Performance Shares described in this Agreement (“vesting”) only upon the satisfaction of two conditions: a time-based condition and a performance goals condition. The conditions are described in more detail in Paragraphs 3(b) and 3(c) below. The Participant shall not be entitled to payment in respect of the Performance Shares unless both conditions are satisfied.

(b) Time-Based Condition . Except as otherwise provided herein, the time-based condition will be satisfied only if the Participant has remained an employee of the Company from the Grant Date through the last day of the Performance Period.

(c) Performance Goals Condition . Except as otherwise provided herein, achievement of the performance goals condition will be measured by the Company's Return on Average Equity (“ROAE”) measured as the average of TrustCo’s ROAE for each of the three years within the performance period described below compared with the ROAE of members of a comparative group of peer institutions during the same period (calculated by determining the performance of the peer group in each year and then calculating the three-year average of the peer performance as described), subject to possible adjustment as described below based upon TrustCo’s Earnings Per Share, with vesting occurring at the end of the performance period and payout prior to March 15, 2022. The following table outlines the peer ranking and the corresponding adjustment factor:

	Return on Average Equity for the Performance Period
Level	Percentile Ranking	Factor
Maximum	60 ^th percentile or above of the Peer Group	150%
Target	50 ^th - 59 ^th percentile of the Peer Group	100%
Threshold	40 ^th – 49 ^th percentile of the Peer Group	75%
	Below 40 ^th percentile of the Peer Group	0%

Additionally, if the annualized Earnings Per Share of the Company grows less than 5% during the performance period, the total award shall be reduced by one third.

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Performance Period: January 1, 2019 to December 31, 2021

Peer Group: Consists of publicly held bank and savings and loan holding companies headquartered in New York, New Jersey and/or Florida with assets of between $2 and $10 billion (as of December 31 of each year), utilizing data which is filed with the appropriate securities regulatory agency. To be included in calculations hereunder, a company must satisfy the definition of a member of the Peer Group for all years in the performance period.

(d) Death, Disability or Retirement . In the event of a Participant’s Separation from Service because of death, Disability, or Retirement during the Performance Period, the holder of a Performance Share shall receive a pro rata payment based upon the number of months’ service during the Performance Period, but taking into account the achievement of performance goals during the entire Performance period. Payment shall be made as specified in the applicable Award Agreement after completion of the applicable Performance Period at the time payments are made to Participants who did not have a Separation from Service during the Performance Period.

The pro rata payment shall be calculated by multiplying the number of Performance Shares to which the Participant would have received pursuant to this Agreement and the Plan had he or she not experienced a Separation from Service by a fraction the denominator of which is 36 and numerator of which is the number of full months during the Performance Period prior to the Separation from Service.

(e) Other Separation from Service . In the event of a Participant’s Separation from Service for any reason other than death, Disability or Retirement during the Performance Period, all Performance Shares shall be forfeited.

(f) Change in Control . In the event of a Change in Control during the Performance Period, there shall be no automatic vesting of such Awards solely upon a change-in-Control. The payment of the shares shall otherwise be governed by the terms of the Plan.

4. Settlement of Performance Shares .

(a) Normal Settlement . Upon completion of the Performance Period, the Committee shall evaluate and determine the extent to which the time-based vesting conditions described in Paragraph 3(b) and the performance-based vesting conditions described in Paragraph 3(c) have been satisfied and shall certify in writing the level of the performance goals attained and the amount payable as a result thereof. Payment in respect of the Performance Shares shall be made in a lump sum in cash to the Participant no later than March 15, 2021 (the “Settlement Date”), such date being the fifteenth day of the third month after the end of the first calendar year in which the Performance Shares are no longer subject to a “substantial risk of forfeiture” within the meaning of Internal Revenue Code Section 409A.

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(b) Settlement upon a Qualified Change-in-Control . Subject to the other provisions of the Plan, including without limitation Section 16 thereof, in the event of a Qualified Change-in-Control, the Performance Share Awards shall be settled in accordance with the provisions of the Plan.

5. Tax Withholding . The Company shall deduct or withhold from any payment under this Agreement an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement and the Plan.

6. Rights as a Shareholder . The Participant shall have no voting rights and no rights to ordinary dividends or other distributions, with respect to the Performance Shares.

7. No Right to Continued Employment . Neither this award of Performance Shares nor any terms contained in this Agreement shall confer upon the Participant any express or implied right to be retained in the employment or service of the Company or any affiliate for any period, nor restrict in any way the right of the Company, which right is hereby expressly reserved, to terminate the Participant’s employment or service at any time with or without Cause. The Participant acknowledges and agrees that, except as otherwise provided herein, the satisfaction of the time-based vesting condition is subject to the Participant’s continuation of employment with the Company through the end of the Performance Period and not through the act of being hired or being granted this award.

8. The Plan . This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such rules and regulations as may from time to time be adopted by the Committee. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control and this Agreement shall be deemed to be modified accordingly. A copy of the Plan and the prospectus shall be provided to the Participant upon the Participant’s request to the Company at TrustCo Bank Corp NY, 5 Sarnowski Drive, Glenville, New York 12302, Attention: Secretary.

9. Compliance with Laws and Regulations . This award of Performance Shares shall be subject in all respects to all applicable federal and state laws, rules and regulations and any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable.

10. Notices . Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered by hand or electronically by e-mail to the party for whom it is intended, (i) if to the Participant, to the current home address or e-mail address on file with the Company or delivered by hand personally to Participant and (ii) if to the Company, to the address of the Company’s corporate headquarters, currently located at 5 Sarnowski Drive, Glenville, New York 12302, or such other address to which the Company has moved its corporate headquarters, to such other address that the Company may specify from time to time in a notice sent to the Participant, in each case Attention: Human Resource Department.

11. Other Plans . The Participant acknowledges that any income derived from the Performance Shares shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained or sponsored by the Company or any affiliate of the Company.

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12. Recovery of Incentive Compensation . This award of Performance Shares and any cash compensation received by the Participant pursuant to this award that constitute incentive-based compensation may be subject to recovery by the Company under any compensation recovery, recoupment or clawback policy or program that the Company may adopt from time to time, including, without limitation, any policy that the Company may be required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Stock may be listed. The Participant shall promptly return any such incentive-based compensation that the Committee determines the Company is required to recover from the Participant under any such policy.

13. Beneficiary Designation . No Performance Shares may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, and any such purported sale, transfer, pledge, assignment or other alienation or hypothecation shall be void and unenforceable. The Participant may, pursuant to the Plan, name one or more beneficiaries to whom vested benefits under this Agreement shall be paid in case of Participant’s death before Participant receives all of such benefits. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her estate.

14. Governing Law . This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the choice of law principles thereof, except to the extent superseded by applicable United States federal law. The Participant hereby agrees to the exclusive jurisdiction and venue of the federal and state courts of New York to resolve any and all issues that may arise out of or relate to this Agreement or the Plan.

	TrustCo Bank Corp NY

	By:
		Robert J. McCormick
		President and CEO

Accepted and agreed to:

Name:

[Officer]

Date:

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Exhibit 10(b)

2018

Restricted Stock Unit Award Agreement

This Restricted Stock Unit Award Agreement (this “Agreement”) under the TrustCo Bank Corp NY Amended and Restated 2010 Equity Incentive Plan, as amended and restated as of March 21, 2017 (the “Plan”), dated as of the Grant Date set forth below, is made between TrustCo Bank Corp NY (the “Company”) and the Participant set forth below.

The award granted in this Agreement is contingent on the Participant agreeing to be bound by all of the terms and conditions of the Plan and this Agreement by signing and returning this Agreement to the Company on or before the close of business on the second business day after November 20, 2018 (that is, November 23, 2018). ² If the Participant fails to return a signed copy of this Agreement to the Company on or before such date, this award will be deemed to be voided and withdrawn and, as such, of no force or effect.

1. Grant . Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant an award (the “Award”) of the number of Restricted Stock Units set forth in paragraph 2. Each Restricted Stock Unit shall represent the right to receive upon settlement an amount of cash equal to the Fair Market Value of one share of Common Stock.

2. Award Summary

	Participant		[Officer]
	Grant Date		November 20, 2018
	Number of Restricted Stock Units:
	Period of Restriction (Lapse Date):
	November 20, 2019
	November 20, 2020
	November 20, 2021

With respect to outstanding unvested Awards under the Plan granted pursuant hereto, there shall be no automatic vesting of such Awards solely upon a Change-in-Control. The payment of awards shall otherwise be governed by the terms of the Plan.

3. Period of Restriction . The Award of Restricted Stock Units described in this Agreement shall be subject to the Period of Restriction as set forth in Paragraph 2; for purposes of this Agreement, “Period of Restriction” means the period of time after which the Award shall be deemed “vested” and settled in cash as provided in the Plan and this Agreement. T he Restricted Stock Units awarded hereunder, and all rights with respect to such Restricted Stock Units, may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated.

² November 23 is the second business day after November 20, 2018.

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4. Rights as a Shareholder . The Participant shall have no voting rights, and no rights to dividends or other distributions, with respect to any Restricted Stock Units.

5. Separation from Service .

(a) In the event of Participant’s Separation from Service because of death or Disability during the Period of Restriction, the Period of Restriction applicable to the Restricted Stock Units shall automatically terminate (that is, the Restricted Stock Units shall “vest”) upon such Separation from Service.

(b) In the event of a Participant’s Separation from Service during the Period of Restriction for any reason other than those set forth in Paragraph 5(a) above, then any Restricted Stock Units still subject to the Period of Restriction at the date of such Separation from Service automatically shall be forfeited and returned to the Company.

6. Settlement of Restricted Stock Units . Subject to the other provisions of the Plan, after the Lapse Date of the Period of Restriction as set forth in Paragraph 2, such Restricted Stock Units shall be settled as follows:

(a) Normal Settlement . Except in the event of (i) a Participant’s Separation from Service during the Period of Restriction because of death or Disability or (ii) a Change-in-Control that occurs prior to the Lapse Date, the Restricted Stock Units shall be settled in cash no later than the 60 ^th day after the Lapse Date. On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the aggregate value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on the Lapse Date.

(b) Settlement after Death or Disability . In the event of a Participant’s Separation from Service during the Period of Restriction because of death or Disability, the Restricted Stock Units shall be settled in cash no later than the 60 ^th day after the date of Separation from Service. On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on date of Separation from Service.

(c) Settlement upon Qualified Change-in-Control . Subject to the other provisions of the Plan, including without limitation Section 16 thereof, in the event of a Qualified Change-in-Control, the Restricted Stock Units shall be settled in accordance with the provisions of the Plan.

(d) Tax Withholding . The Company shall deduct or withhold from any payment under this Agreement an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement and the Plan.

7. No Right to Continued Employment . Neither the Award nor any terms contained in this Agreement shall confer upon the Participant any express or implied right to be retained in the employment or service of the Company or any affiliate for any period, nor restrict in any way the right of the Company, which right is hereby expressly reserved, to terminate the Participant’s employment or service at any time with or without Cause. The Participant acknowledges and agrees that any termination of the restrictions on the Restricted Stock Units awarded herein is earned only by continuing as an employee of the Company or an affiliate at the will of the Company or such affiliate, or satisfaction of any other applicable terms and conditions contained in the Plan and this Agreement, and not through the act of being hired or being granted the Award.

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8. The Plan . This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such regulations as may from time to time be adopted by the Committee. Unless defined herein, capitalized terms are as defined in the Plan. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. A copy of the Plan and the prospectus shall be provided to the Participant upon the Participant’s request to the Company at TrustCo Bank Corp NY, 5 Sarnowski Drive, Glenville, New York 12302, Attention: Secretary.

9. Compliance with Laws and Regulations . The award of Restricted Stock Units shall be subject in all respects to all applicable federal and state laws, rules and regulations and any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable.

11. Other Plans . The Participant acknowledges that any income derived from the Restricted Stock Units shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any affiliate of the Company.

12. Recovery of Incentive Compensation . This award of Restricted Stock Units and any cash or other compensation received by Participant pursuant to this award that constitutes incentive-based compensation may be subject to recovery by the Company under any compensation recovery, recoupment or clawback policy that the Company may adopt from time to time, including without limitation any policy that the Company may be required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Stock may be listed. Participant shall promptly return any such incentive-based compensation that the Company determines it is required to recover from Participant under any such policy.

13. Beneficiary Designation . The Participant may, pursuant to the Plan, name one or more beneficiaries to whom vested benefits under this Agreement shall be paid in case of Participant’s death before Participant receives all of such benefits. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her estate.

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14. Governing Law . This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the choice of law principles thereof, except to the extent superseded by applicable United States federal law. Participants hereby agrees to the exclusive jurisdiction and venue of the federal or state courts of New York, to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement.

	TrustCo Bank Corp NY

	By:
		Robert J. McCormick
		President and CEO

Accepted and agreed to:

Name:

[Officer]

Date:

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Exhibit 10(c)

2018

Directors Restricted Stock Unit Award Agreement

This Directors Restricted Stock Unit Award Agreement (this “Agreement”) under the TrustCo Bank Corp NY Amended and Restated 2010 Directors Equity Incentive Plan (the “Plan”), dated as of the Grant Date set forth below, is made between TrustCo Bank Corp NY (the “Company”) and the Participant set forth below.

The award granted in this Agreement is contingent on the Participant agreeing to be bound by all of the terms and conditions of the Plan and this Agreement by signing and returning this Agreement to the Company on or before the close of business on the second business day after November 20, 2018 (that is, November 23, 2018). ³ If the Participant fails to return a signed copy of this Agreement to the Company on or before such date, this award will be deemed to be voided and withdrawn and, as such, of no force or effect.

2. Award Summary

	Participant		[Director]
	Grant Date		November 20, 2018
	Number of Restricted Stock Units:
	Period of Restriction (Lapse Date):
	November 20, 2019
	November 20, 2020
	November 20, 2021

In the event of a Change-in-Control of the Company as defined in Section 12(b) of the Plan, the Period of Restriction shall lapse.

³ November 23 is the second business day after November 20, 2018.

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4. Rights as a Shareholder . The Participant shall have no voting rights, and no rights to dividends or other distributions, with respect to any Restricted Stock Units.

5. Separation from Service .

(a) Death or Disability . In the event the service of the Participant to the Board is terminated by reason of death or Disability, the Period of Restriction applicable to the Restricted Stock Units shall automatically terminate (that is, the Restricted Stock Units shall “vest”) upon such Separation from Service.

(b) Other . In the event the service of the Participant to the Board is terminated for any reason other than Death or Disability during the Period of Restriction, then any Restricted Stock Units still subject to the Period of Restriction at the date of such Separation from Service automatically shall be forfeited and returned to the Company.

(c) Settlement upon Qualified Change-in-Control . Subject to the other provisions of the Plan, including without limitation Section 12(c) thereof, in the event of a Qualified Change-in-Control, the Restricted Stock Units shall be settled in cash on the date of the Qualified Change-in-Control. On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on date of the Qualified Change-in-Control.

7. No Right to Continued Director Service . Neither the Award nor any terms contained in this Agreement shall confer upon the Participant any express or implied right with respect to continuing the Participant’s service as a Director with the Company or any Affiliate for any period, nor will they interfere in any way with the Participant’s right or the Company’s right (or the right of the Company’s stockholders) to terminate such relationship at any time, with or without cause, to the extent permitted by applicable law.

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12. Beneficiary Designation . The Participant may, pursuant to the Plan, name one or more beneficiaries to whom vested benefits under this Agreement shall be paid in case of Participant’s death before Participant receives all of such benefits. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her estate.

13. Governing Law . This Agreements shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the choice of law principles thereof, except to the extent superseded by applicable United States federal law. Participants hereby agrees to the exclusive jurisdiction and venue of the federal or state courts of New York, to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement.

[Signature Page Follows]

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		TrustCo Bank Corp NY

	By:

		Robert J. McCormick
		President and CEO

Accepted and agreed to:

Name:

[Director]

Date:

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TRUSTCO BANK COPRP NY

EXHIBIT 99

Trustco Bank Corp NY

2018 Equity Awards

2018 Officers Awards

Officer	Restricted Unit Awards		Performance Unit Awards
			Threshold		Target		Max
R McCormick		26,110		29,373		39,164		58,746

R Leonard		14,360		16,155		21,540		32,310
S Salvador		14,360		16,155		21,540		32,310

M Ozimek		3,916		4,406		5,875		8,813
E Schreck		3,916		4,406		5,875		8,813

2018 Director Awards

Director	Restricted Unit Awards
Dennis A. DeGennaro		2,000
Brian C. Flynn		2,000
Thomas O. Maggs		2,000
Anthony J. Marinello, M.D., Ph.D		2,000
William D. Powers		2,000
Lisa M. Lucarelli		2,000

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