Edgar Filing: TRUSTCO BANK CORP N Y

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TRUSTCO Bank Corp NY

5 Sarnowski Drive, Glenville, New York 12302

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Shareholders of TrustCo Bank Corp NY:

Notice is hereby given that the Annual Meeting of Shareholders of TrustCo
Bank Corp NY, a New York corporation, will be held at Mallozzi's Restaurant
and Banquet House, 1930 Curry Road, Rotterdam, New York 12303, on May 14,
2007, at 10:00 a.m. local time, for the purpose of considering and voting
upon the following matters:

1. Election of directors.

2. Ratification of the appointment of KPMG LLP as TrustCo's
independent auditors for 2007.

3. Any other business that properly may be brought before the meeting
or any adjournment thereof.

By Order of the Board of Directors,

/s/ Thomas M. Poitras
---------------------
Thomas M. Poitras
Secretary

April 3, 2007

PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE,
WHETHER YOU PLAN TO ATTEND THE MEETING OR NOT. YOU MAY REVOKE YOUR PROXY AT
ANY TIME PRIOR TO THE MEETING, OR AT THE MEETING.

TRUSTCO BANK CORP NY

PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS

May 14, 2007

This proxy statement is furnished in connection with the solicitation by
the board of directors of TrustCo Bank Corp NY ("TrustCo" or the "Company")
of proxies to be voted at TrustCo's Annual Meeting of Shareholders. The
Annual Meeting will be held at 10:00 a.m. local time on Monday, May 14, 2007,
at Mallozzi's Restaurant and Banquet House, 1930 Curry Road, Rotterdam, New
York 12303. This proxy statement and the form of proxy were first mailed to
shareholders on or about April 3, 2007.

The record date for the Annual Meeting is March 22, 2007. Only
shareholders of record at the close of business on March 22, 2007 are
entitled to notice of and to vote at the Annual Meeting. Shareholders of
record on that date are entitled to one vote for each share of TrustCo common
stock they hold. Each share of TrustCo's common stock has one vote, and, as
of March 1, 2007, there were 74,918,275 shares of common stock outstanding.

The Annual Meeting will be held if a majority of the outstanding shares
of TrustCo's common stock, constituting a quorum, is represented at the
meeting. If shareholders return a properly executed proxy card, their shares
will be counted for purposes of determining a quorum at the meeting, even if
they abstain from voting. Shares not voted by brokers and other entities
holding shares on behalf of beneficial owners will not be counted in
determining a quorum.

All shares of TrustCo's common stock represented at the Annual Meeting
by properly executed proxies will be voted according to the instructions
indicated on the proxy card. If shareholders return a signed proxy card but
fail to instruct how the shares registered in their names must be voted, the
shares will be voted as recommended by TrustCo's board of directors. The
board of directors recommends that shareholders vote:

o "For" each of the nominees for director, and

o "For" ratification of the appointment of KPMG LLP as TrustCo's
independent auditors.

If any matter not described in this proxy statement is properly
presented at the Annual Meeting, the persons named in the proxy card will use
their judgment to determine how to vote the shares for which they have voting
authority. TrustCo does not know of any other matters to be presented at the
Annual Meeting.

Any shareholder executing a proxy solicited hereby has the power to
revoke it by giving written notice to the Secretary of TrustCo at any time
prior to the exercise of the proxy.

TrustCo will solicit proxies primarily by mail, although proxies also
may be solicited by directors, officers, and employees of TrustCo or our
wholly owned subsidiary, Trustco Bank. These persons may solicit proxies
personally or by telephone, and they will receive no additional compensation
for such services. TrustCo also has retained Regan & Associates, Inc. to aid
in the solicitation of proxies for a solicitation fee of $5,250 plus expenses
and a delivery fee of $2,250. The entire cost of this solicitation will be
paid by TrustCo.

THE ANNUAL MEETING

A description of the items to be considered at the Annual Meeting, as
well as other information concerning TrustCo and the meeting, is set forth
below.

Item 1. Election of Directors

The first item to be acted upon at the Annual Meeting is the election of
two directors to serve on the TrustCo board of directors. The nominees for
election as directors for three-year terms expiring at TrustCo's 2010 Annual
Meeting are Joseph A. Lucarelli and Robert A. McCormick. Each of the nominees
is an incumbent director and was approved by TrustCo's board of directors.

TrustCo's Certificate of Incorporation provides that TrustCo's board of
directors will consist of not less than five nor more than fifteen members,
with, under TrustCo's Bylaws, the total number of directors to be fixed by
resolution of the board or the shareholders. Currently, the number of
directors is fixed at seven.

TrustCo's Certificate of Incorporation and Bylaws require TrustCo's
board to be divided into three classes, as nearly equal in number as
possible, with one class to be elected each year for a term of three years.
Directors who reach the mandatory retirement age of 75 during their term of
office cease to be directors and must vacate their office.

The pages that follow set forth information regarding TrustCo's
nominees, as well as information regarding the remaining members of TrustCo's
board. Proxies will be voted in accordance with the specific instructions
contained in the proxy card; properly executed proxies that do not contain
voting instructions will be voted "For" the election of TrustCo's nominees.
If any such nominee becomes unavailable to serve, the shares represented by
all valid proxies will be voted for the election of such other person as
TrustCo's board may recommend. Each of TrustCo's nominees has consented to
being named in this Proxy Statement and to serve if elected. The board of
directors has no reason to believe that any nominee will decline or be unable
to serve if elected.

Information with regard to the business experience of each director and
nominee and the ownership of common stock on December 31, 2006 has been
furnished by each director and nominee or has been obtained from TrustCo's
records. TrustCo's common stock is the only class of its equity securities
outstanding.

INFORMATION ON TRUSTCO DIRECTORS AND NOMINEES

NOMINEES FOR ELECTION AS TRUSTCO DIRECTORS(1) FOR
THREE-YEAR TERM TO EXPIRE IN 2010

Shares of TrustCo Common Stock
Beneficially Owned
------------------------------------
Name and Principal Occupation (2) No. of Shares (3) Percent of Class
--------------------------------- ----------------- ----------------

Joseph A. Lucarelli, Age 66, 158,023 *
President, Traditional Builders
(residential home builder and
developer). Former President,
Bellevue Builders Supply,
Inc. Director of TrustCo and
Trustco Bank since 1999.

Robert A. McCormick, Age 70, 2,524,806 3.33
Chairman of TrustCo and
Trustco Bank since 2001.
President and Chief Executive
Officer of TrustCo and Trustco
Bank 1984-2002. Director
of TrustCo and Trustco Bank
since 1980. Mr. McCormick
retired as an executive officer
of TrustCo and Trustco
Bank as of November 1, 2002.

OTHER TRUSTCO DIRECTORS(1)

Thomas O. Maggs, Age 62, 5,600 *
President, Maggs & Associates,
The Business Brokers, Inc.
(insurance broker). Director
of TrustCo and Trustco Bank
since 2005.

Anthony J. Marinello, M.D., 63,536 *
Ph.D., Age 51, Physician.
Director of TrustCo and
Trustco Bank since 1999.

Robert J. McCormick, Age 43, 1,306,750 1.73
President and Chief
Executive Officer of TrustCo
since January 2004,
executive officer of TrustCo
since 2001 and President and
Chief Executive Officer of
Trustco Bank since November
2002. Director of TrustCo and
Trustco Bank since 2005.
Joined Trustco Bank in 1995.
Robert J. McCormick is the
son of Robert A. McCormick.

See footnotes on page 5.

William D. Powers, Age 65, 109,603 *
Partner, Powers & Company, LLC
(consultants). Director of
TrustCo and Trustco Bank since
1995.

William J. Purdy, Age 72, 56,325 *
President, Welbourne & Purdy
Realty, Inc. Director of TrustCo
and Trustco Bank since 1991.

INFORMATION ON TRUSTCO EXECUTIVE OFFICERS

Shares of TrustCo Common Stock
Beneficially Owned
------------------------------------
Name and Principal Occupation No. of Shares (3) Percent of Class
----------------------------- ----------------- ----------------

Robert T. Cushing, Age 51, 1,154,075 1.53
Executive Vice President and
Chief Financial Officer of
TrustCo since January 2004,
President, Chief Executive
Officer and Chief Financial
Officer of TrustCo from
November 2002-December 2003.
Executive officer of TrustCo
and Trustco Bank since 1994.
Joined TrustCo and Trustco Bank
in 1994.

Scot R. Salvador, Age 40, 376,119 *
Executive Vice President and
Chief Banking Officer of
TrustCo and Trustco Bank since
January 2004. Executive officer
of TrustCo and Trustco Bank
since 2004. Joined Trustco Bank
in 1995.

Robert M. Leonard, Age 44, 78,632 *
Assistant Secretary of TrustCo
and Trustco Bank since 2006.
Secretary of TrustCo and
Trustco Bank 2003-2006,
Administrative Vice President
of TrustCo and Trustco Bank
since 2004. Executive officer
of TrustCo and Trustco Bank
since 2003. Joined Trustco Bank
in 1986.

See footnotes on page 5.

Sharon J. Parvis, Age 56, 80,888 *
Assistant Secretary of TrustCo
and Trustco Bank since 2005,
Vice President of Trustco
Bank since 1996. Executive
officer of TrustCo and Trustco
Bank since 2005. Joined Trustco
Bank in 1987.

Thomas M. Poitras, Age 44, 63,163 *
Secretary of TrustCo and
Trustco Bank since 2006.
Assistant Secretary of TrustCo
and Trustco Bank since 2003,
Vice President of Trustco
Bank since 2001. Executive
officer of TrustCo and Trustco
Bank since 2005. Joined Trustco
Bank in 1986.

*Less than 1%

TRUSTCO DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS AS A GROUP
(12 INDIVIDUALS) BENEFICIALLY OWN 5,977,520 SHARES OF COMMON STOCK,
WHICH REPRESENTS 7.64% OF THE OUTSTANDING SHARES.

Footnotes:

(1) Directors of TrustCo Bank Corp NY are also directors of Trustco Bank.

(2) Each of the directors has held, or retired from, the same position or
another executive position with the same employer during the past five
years.

(3) Each director and executive officer named herein has sole voting and
investment power with respect to the shares listed above except as noted
below. Voting or investment power is shared by the spouse or other
immediate family members with respect to the number of shares indicated
for the following directors or executive officers: Dr. Anthony J.
Marinello, 23,897 shares; William D. Powers, 105,603 shares; Robert J.
McCormick, 7,818 shares; Thomas M. Poitras, 3,745 shares; and Robert M.
Leonard, 10,086 shares. Voting or investment power is held by the spouse
or other immediate family members with respect to the number of shares
indicated for the following directors or executive officers, each of
whom disclaims beneficial ownership of such securities: Robert T.
Cushing, 447,054 shares; Joseph A. Lucarelli, 23,805 shares; Dr. Anthony
J. Marinello, 464 shares; Robert A. McCormick, 68,994 shares; Robert J.
McCormick, 4,658 shares; and Robert M. Leonard, 2,820 shares. Voting
authority for 35,602 shares owned beneficially by Robert J. McCormick is
vested in Trustco Bank as trustee for a trust, the beneficiary of which
is Robert J. McCormick. Included for Robert J. McCormick are 106,804
shares in trust at Trustco Bank for which Robert J. McCormick is
co-trustee, and 72,169 shares that are held by Trustco Bank as a
co-trustee of trusts for the benefit of Robert J. McCormick or his
family. The number of shares owned by each of the directors and
executive officers includes options to acquire the following number of
shares: Robert T. Cushing, 707,020 shares; Robert M. Leonard, 45,500
shares; Joseph A. Lucarelli, 12,040 shares; Dr. Anthony J. Marinello,
21,226 shares; Robert A. McCormick, 1,057,500 shares; Robert J.
McCormick, 869,535 shares; William D. Powers, 4,000 shares; William J.
Purdy, 14,685 shares; Scot R. Salvador, 342,506 shares; Sharon J.
Parvis, 76,723 shares; and Thomas M. Poitras, 40,000 shares.

Board Meetings and Committees

TrustCo's full board held seven meetings during 2006. All of the
directors, except for Robert A. McCormick and Robert J. McCormick, would be
considered to be "independent directors" under the listing qualifications
rules for companies such as TrustCo, whose shares are traded on The NASDAQ
Global Select Market. TrustCo's independent directors met in executive
session twice during 2006.

TrustCo maintains a standing Audit Committee, which held four meetings
in 2006. The directors currently serving on the Audit Committee are William
D. Powers (Chairman), Joseph A. Lucarelli, Dr. Anthony J. Marinello, Thomas
O. Maggs, and William J. Purdy. The function of the Audit Committee is to
review TrustCo's and Trustco Bank's internal audit procedures and also to
review the adequacy of internal accounting controls for TrustCo and Trustco
Bank. In addition, the Audit Committee annually recommends the use of
external audit firms by TrustCo and Trustco Bank in the coming year, after
reviewing performance of the existing vendors and available audit resources.
Please refer to the discussion under "Audit Committee" for a more detailed
description of the Audit Committee's activities.

TrustCo's Compensation Committee held three meetings in 2006. The
directors currently serving on the Compensation Committee are Joseph A.
Lucarelli (Chairman), Thomas O. Maggs, Dr. Anthony J. Marinello, William D.
Powers, and William J. Purdy. The function of the Compensation Committee is
to review general compensation practices of TrustCo and Trustco Bank and to
recommend to the board of directors the salary and benefits for executive
officers. Please refer to the discussion under "Compensation Committee" for a
more detailed description of the Compensation Committee's activities.

TrustCo provides an informal process for shareholders to send
communications to the board. Shareholders who wish to contact the board or
any of its members may do so in writing to TrustCo Bank Corp NY, P.O. Box
1082, Schenectady, New York 12301-1082.

Although TrustCo does not have a policy with regard to board members'
attendance at the Annual Meeting of Shareholders, all of the directors are
encouraged to attend such meetings, and all of the directors attended the
2006 Annual Meeting.

Director Nomination Policies

Each of the nominees slated for election at the Annual Meeting is an
incumbent director and was considered and selected by the board of directors.
The nominees were considered and approved unanimously by TrustCo's
independent directors.

The board of directors believes it is appropriate for TrustCo not to
have a standing nominating committee because a high proportion (five out of
seven) of TrustCo's directors are independent directors under The NASDAQ
Global Select Market's listing qualifications rules. Moreover, the board
believes that all of its directors have significant expertise in the
operations and needs of TrustCo and its board and have valuable insights to
offer regarding the value that qualified directors can bring to TrustCo and
whether at any given time there might be any needs that the board may have
that are not being adequately served by the current board members.
Consequently, the board believes TrustCo and its shareholders are best served
by having all directors participate in the deliberative process of choosing
nominees for directors of TrustCo.

To provide guidance to the board in its consideration of nominees for
board membership, TrustCo's board of directors has adopted a Director
Nominations Policy, a copy of which is attached as Appendix A. The board
believes that it is the responsibility of each member of the board to
identify, and bring to the attention of the full board, persons who may be
suitable for election to the board, and the board maintains an active file of
potential suitable candidates for consideration as nominees.

As a general matter, the board believes that a candidate for board
membership should have high personal and professional ethics, integrity, and
values; an inquiring and independent mind, practical wisdom, and mature
judgment; broad policy-making experience in business, government, or
community organizations; expertise useful to TrustCo and complementary to the
background and experience of other board members; willingness to devote the
time necessary to carrying out the duties and responsibilities of board
membership; commitment to serve on the board over a period of several years
to develop knowledge about TrustCo, its strategy, and its principal
operations; and willingness to represent the best interests of all of
TrustCo's constituencies.

After a potential candidate is identified, the board will investigate
and assess the qualifications, experience, and skills of the candidate. The
investigation process may, but need not, include one or more meetings with
the candidate by a member or members of the board. From time to time, but at
least once each year, the full board meets to evaluate the needs of the board
and to discuss the candidates for nomination to the board. Such candidates
may be presented to the shareholders for election or appointed to fill
vacancies. All nominees must be approved by a majority of the independent
members of the board.

The board will consider written recommendations by shareholders for
nominees for election to the board. The persons identified in such
recommendations will be evaluated under the same criteria and procedures used
for other board candidates. Under TrustCo's Bylaws, the written
recommendations must be delivered or mailed to the board not less than 14 and
not more than 50 days prior to any meeting of shareholders called for the
purpose of the election of directors, or not later than 7 days prior to the
meeting if less than 21 days' notice of the meeting is provided.

Compensation Committee

The Compensation Committee is responsible for determining the
compensation of employees and officers of TrustCo and Trustco Bank, including
the chief executive officer and the executive officers named in the Summary
Compensation Table that appears elsewhere in this Proxy Statement. Under the
supervision and direction of the Compensation Committee, TrustCo and Trustco
Bank have developed compensation policies, plans, and programs that seek to
enhance the profitability of TrustCo and Trustco Bank, and ultimately
shareholder value, by aligning closely the financial interests of TrustCo's
senior management with those of its shareholders. The Compensation Committee
does not have a charter.

Compensation Committee Report. The Compensation Committee has reviewed
and discussed the Compensation Discussion and Analysis contained in this
Proxy Statement with the management of TrustCo and Trustco Bank. Based on
this review and discussion, the Compensation Committee recommended to the
board of directors that the Compensation Discussion and Analysis be included
in this Proxy Statement.

COMPENSATION COMMITTEE: Joseph A. Lucarelli, Chairman
Dr. Anthony J. Marinello
Thomas O. Maggs
William D. Powers
William J. Purdy

Audit Committee

The Audit Committee of TrustCo's board is responsible for providing
independent, objective oversight of TrustCo's accounting functions, internal
controls, and financial reporting process. The Audit Committee is composed of
five directors, each of whom is independent under listing standards of The
NASDAQ Global Select Market. Additionally, each member of the Audit Committee
satisfies the "financial sophistication" requirement also set forth in those
listing standards. To assist in the performance of its duties, the Audit
Committee retained Marvin and Company, PC, an independent accounting firm, as
a consultant to the Committee.

The Audit Committee operates under a written Charter approved by the
board of directors. Each year, the Audit Committee reviews the adequacy of
the Charter and recommends any changes or revisions that the committee
considers necessary or appropriate. A copy of TrustCo's amended Audit
Committee Charter, which was reviewed and approved by TrustCo's board of
directors on February 20, 2007, is attached to this proxy statement as
Appendix B.

The following table presents fees for professional audit services
rendered by KPMG LLP ("KPMG") for the audit of TrustCo's annual consolidated
financial statements for the fiscal years ended December 31, 2006 and 2005,
and fees billed for other services provided by KPMG during 2006 and 2005.

2006 2005
-------- --------
Audit fees $340,000 $308,500
Audit related fees(1) 12,000 79,400
Tax fees(2) 117,600 144,700
All other fees(3) 87,950 86,969
-------- --------
Total fees $557,550 $619,569
======== ========

(1) For 2006 and 2005, audit related fees consisted of audit and accounting
related services. For 2005, audit related fees also included $23,500 for
audits of certain employee benefit plan financial statements.

(2) For 2006 and 2005, tax fees include tax return preparation services and
other compliance services.

(3) For 2006 and 2005, all other fees consisted of fees for tax planning
services.

It is the Audit Committee's policy to preapprove all audit and nonaudit
services provided by the Company's independent accountants. In certain
circumstances, the chairman has authority to preapprove services from the
Company's independent accountants, which are then reviewed and approved at
the next Audit Committee meeting. As such, all of the services described
above were approved by the Audit Committee.

Audit Committee Report. Management is responsible for TrustCo's internal
controls and financial reporting process. TrustCo's independent accountants,
KPMG, are responsible for performing an independent audit of TrustCo's
consolidated financial statements in accordance with auditing standards
generally accepted in the United States of America and issuing a report
thereon. TrustCo's Internal Audit Department is responsible for monitoring
compliance with internal policies and procedures. The Audit Committee's
responsibility is to monitor and oversee the financial reporting and audit
processes. In performing its oversight, the Audit Committee reviews the
performance of KPMG and TrustCo's internal auditors.

In connection with these responsibilities, the Audit Committee met with
management and KPMG to review and discuss TrustCo's December 31, 2006
consolidated financial statements. The Audit Committee also discussed with
KPMG the matters required by Statement on Auditing Standards No. 61
(Communication with Audit Committees) and received the written disclosures
from KPMG required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees).

The Audit Committee discussed KPMG's independence with KPMG and has
considered whether the nonaudit services provided by KPMG during the fiscal
year ended December 31, 2006 were compatible with maintaining KPMG's
independence. The Committee has concluded that the nonaudit services provided
do not impair the independence of KPMG.

Based upon the Audit Committee's discussions with management and the
independent accountants, and its review of the information described in the
preceding paragraphs, the Audit Committee has recommended that the board of
directors include the audited consolidated financial statements in TrustCo's
Annual Report on Form 10-K for the year ended December 31, 2006, to be filed
with the Securities and Exchange Commission.

AUDIT COMMITTEE: William D. Powers, Chairman
Joseph A. Lucarelli
Dr. Anthony J. Marinello
Thomas O. Maggs
William J. Purdy

Vote Required and Recommendation

The two nominees for election to the TrustCo board for three-year terms
expiring at the 2010 Annual Meeting of Shareholders who receive the greatest
number of votes will be elected to the board. Each nominee must receive the
affirmative vote of a majority of the outstanding shares of TrustCo common
stock in order to be elected a director.

THE TRUSTCO BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE TRUSTCO
DIRECTOR NOMINEES AS TRUSTCO DIRECTORS, WHICH IS ITEM 1 ON THE TRUSTCO PROXY
CARD.

Item 2. Ratification of the Appointment of Independent Auditors

KPMG was the independent auditor for TrustCo for the year ended December
31, 2006, and the board of directors has again selected and appointed them as
the independent auditor for the year ending December 31, 2007. A resolution
will be presented at the Annual Meeting to ratify their appointment as
independent auditors. The independent auditors will report on the
consolidated financial statements of TrustCo for the current calendar year
and will perform such other nonaudit services as may be required of them.
Representatives of KPMG are expected to be present at the Annual Meeting to
make a statement if they so desire and are also expected to be available to
respond to appropriate questions that may be raised.

During the year ended December 31, 2006 KPMG provided various audit and
nonaudit professional services to TrustCo. Audit services so provided
included audit of the consolidated financial statements of TrustCo,
management's assessment of the effectiveness of internal controls over
financial reporting, review, assistance, and consultation in connection with
the filing of the Form 10-K Annual Report with the S.E.C., and assistance
with accounting and financial reporting requirements. Nonaudit services so
provided included the preparation and planning of corporate tax returns, and
certain consultations regarding accounting matters. Please refer to the
report of TrustCo's Audit Committee for additional information about the
services provided by KPMG.

Vote Required and Recommendation

The affirmative vote of a majority of all of TrustCo's issued and
outstanding shares of common stock is required to ratify the appointment of
KPMG as TrustCo's independent auditors for the year ending December 31, 2007.
Abstentions on properly executed proxy cards and shares not voted by brokers
and other entities holding shares on behalf of beneficial owners will have
the same effect as a vote "against" this proposal. Dissenters' rights are not
available to shareholders who object to the proposal.

THE TRUSTCO BOARD RECOMMENDS THAT TRUSTCO SHAREHOLDERS VOTE FOR THIS
PROPOSAL, WHICH IS ITEM 2 ON THE TRUSTCO PROXY CARD.

Other Matters

TrustCo's board of directors is not aware of any other matters that may
come before the Annual Meeting. However, the proxies may be voted with
discretionary authority with respect to any other matters that may properly
come before the Annual Meeting.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The objectives of TrustCo's compensation program are to attract, retain
and motivate outstanding executive talent.

The Company seeks to offer a compensation structure that is designed to
compare favorably with our competitive peer group while taking into account
the experience and responsibilities of the particular executive officer and
to provide compensation incentives that promote the enhancement of
shareholder value. TrustCo combines both annual and long-term cash and stock
incentives with its overall business plans and objectives. The total
executive compensation opportunity is intended to create a compensation
program that maximizes executive talent with a high level of performance. It
is the intention of the compensation program to reward executive officers for
achieving the objectives of TrustCo through their dedication and best efforts
of their time and attention to the affairs of the companies.

The Compensation Committee of the board of directors has the
responsibility of establishing annual salaries and reviewing and implementing
bonuses and long-term incentives for the Company's senior executive officers
(Messrs. McCormick, Cushing, and Salvador) and also assists the senior
management of the Company, including the Chief Executive Officer, in making
compensation decisions with respect to the Company's other executive
officers. It is the aim of the Compensation Committee to determine salary and
benefit levels of executive compensation (including the compensation of the
Chief Executive Officer) principally upon the basis of overall corporate
performance. In making any such determination, the Compensation Committee
will consider a number of factors that include TrustCo's and Trustco Bank's
return on equity, attainment of net income goals, total asset targets,
overall profitability from year to year, banking experience of individual
officers, scope of responsibility with the overall organization, performance,
and particular contributions to TrustCo and Trustco Bank during the course of
the year. The Compensation Committee also considers other relevant factors,
including involvement in the community, that might better position the
organization to serve the immediate needs of Trustco Bank's market. The
Company uses discretion when determining compensation levels and considers
all of the above criteria. It does not assign a specific weight to any of
these factors.

For purposes of the competitive structure of the compensation system, an
industry group of regional bank holding companies is utilized by the
Compensation Committee for performance and compensation comparisons. The
members of this group are Am South Banc, Regions Financial Corp., Wells Fargo
& Co., SunTrust Banks, Inc., Comerica, Inc., U.S. Bancorp, Inc., M&T
BankCorp, BB&T Corp., Wachovia Corp., Huntington Bancshares, Inc., KeyCorp,
National City Corp., PNC Financial System Group, Popular, Inc., Zions
Bancorporation, and Marshall & Ilsley Corp. While TrustCo is comparatively
smaller in terms of asset size than members of this peer group, the
Compensation Committee believes the Company compares favorably with these
institutions in terms of overall corporate performance, particularly when the
Committee takes into consideration what it considers to be the unique size of
TrustCo's executive group as compared to other financial institutions.
TrustCo and Trustco Bank currently operate with three senior executive
officers, all of which have a very broad scope of responsibilities, whereas
all other institutions in this peer group have a larger pool of such
officers.

There are three basic elements to TrustCo's compensation program, each
of which has sub-elements: annual compensation (salary and bonus), long-term
compensation (stock options and performance bonus programs), and retirement
(defined benefit pension plan and supplemental retirement plan). As a general
matter, compensation decisions with respect to each of the basic elements of
the compensation program are made independently of the decisions made with
respect to the other elements. The Compensation Committee does, however,
consider the total compensation paid or payable to an officer when making
compensation decisions.

Annual Compensation Components

Annual compensation for TrustCo's executive officers is comprised of
salary and annual bonus.

Salary. Annual salary is the base compensation for the Company's
officers and is designed to reward officers for services rendered by them
during the year. The salaries for TrustCo officers are established based upon
the scope of their respective responsibilities, taking into account
competitive market compensation paid by other institutions for similar
positions; along with the performance of these companies relative to the
performance of the Company.

The Compensation Committee considers the annual compensation of
executives performing similar duties within the identified peer group taking
into account the executives experience, responsibilities and performance.
Salaries are reviewed at least annually and are also reviewed upon the
request of the board of directors.

Based upon its review of the compensation paid by members of the peer
group, the Compensation Committee believes that TrustCo's base salaries are
well within the parameters of the institutions in the peer group and has
recommended that the base salaries for Robert J. McCormick and Robert T.
Cushing be $360,000 and $300,000, respectively for 2007. Also, the Committee
recommended Scot Salvador's base salary increase to $225,000 for 2007. In
determining these salaries, TrustCo requires that these salaries be
competitive within the peer group, along with comparing the level of
responsibility of the peer group with the scope of responsibility of TrustCo
executives. The salaries for Robert M. Leonard and Sharon J. Parvis, and
other executive officers of TrustCo is determined by Mr. McCormick, the
Company's Chief Executive Officer. In determining this compensation, the CEO
takes into consideration the Company's overall financial performance along
with the performance of the individual and the responsibilities each officer
holds within the organization. Each officer's performance is reviewed
annually, taking into account all levels of profitability, the officer's
banking experience and the goals of each department for which the officer has
responsibility. After the Chief Executive Officer's review, and approved by
the Compensation Committee, the salaries for Robert M. Leonard and Sharon J.
Parvis were placed at $115,000 each.

Annual Bonus. TrustCo seeks to motivate executive officers to achieve
superior performance by linking a significant percentage of annual
compensation to performance. It is also TrustCo's view that performance
should be closely tied with promoting shareholder value. In furtherance of
these objectives, Trustco Bank established the Executive Officer Incentive
Plan under which annual senior executive bonuses are determined by return on
equity. No bonus is payable if the return on equity is below 13%, and for
returns of 13% and above, the bonus is determined by the application of the
following formula:

Return on Equity Bonus Percentage
---------------- ----------------
13% 40%
14% 50%
15% 60%
16% 75%
17% 90%
18% 105%
19% 125%*

*The bonus percentage will be further increased by 15% for each
percentage point the return on equity of TrustCo Bank Corp NY exceeds 19%.

This formula was determined by establishing return on equity thresholds
that are considered by the Compensation Committee to be above average by
industry standards and determining a bonus as a percentage of annual salary
that would be a meaningful element of annual compensation. The Compensation
Committee considers return on equity to be the most important factor when
determining how shareholder value has been enhanced over a given measurement
period.

Annually, the Compensation Committee reviews the operation of the
Executive Officer Incentive Plan with respect to its objectives and decides
whether or not the plan, including the performance measures and payout
amounts, should be revised or amended. In evaluating the plan, the Committee
utilizes performance data prepared by SNL Financial, a financial information
and research firm, with respect to the above-described peer group. The
Compensation Committee noted that the peer group reported average returns on
equity of 15.93% for 2005, 16.46% for 2004 and 16.03% for 2003 as compared to
TrustCo with a return on equity of 26.04% for 2005, 25.27% for 2004 and
23.56% for 2003. The Committee also noted that TrustCo compared favorably to
the peer group when other performance measures are used, such as return on
average assets (for 2005, 1.45% for the peer group and 2.07% for TrustCo) and
efficiency ratio (also for 2005, 56.77% for the peer group and 38.56% for
TrustCo). Also, in 2006, the Company recorded a one-time increase in capital,
thereby reducing return on equity, due to the effect of a new accounting
pronouncement that was adopted at year end. To mitigate this unanticipated
accounting change, the Compensation Committee reduced the targeted return on
equity for each bonus level listed above by an amount approximately equal to
the impact of the accounting change. (The above table sets forth the bonus
percentages as currently in effect.) Based upon TrustCo's return on equity of
18.71% for 2006, each of Messrs. McCormick, Cushing and Salvador received a
bonus based on 2006 performance of 105% of base salary.

The annual bonuses for the Company's other executive officers, including
Ms. Parvis and Mr. Leonard, are paid pursuant to the Trustco Bank Senior
Incentive Plan, which is designed to provide participants with the
opportunity for annual incentive awards for achievement of objectives as
established by Mr. McCormick. The Compensation Committee annually reviews and
approves the decision made under the incentive plan. A major component of the
decision-making with respect to awards under the incentive plan is Trustco
Bank's performance under its profit plan for the year in question. For each
year, a profit plan is developed and submitted to the board of directors for
approval. The profit plan establishes targeted levels for return on assets,
total assets, total deposits, and net income. The amount measured as a
percentage of annual salary of a participant's bonus is determined in the
sole discretion of the CEO, with such determination to take into account
Trustco Bank's performance in the year just ended with respect to the profit
plan and the participant's contribution to such performance. The return on
equity of the Company and Trustco Bank are also taken into account. For 2006,
Mr. McCormick determined, after reviewing Trustco Bank's performance, that
the incentive award to be made to each of Ms. Parvis and Mr. Leonard should
be $25,300.

Employment Agreements

As discussed in more detail below, TrustCo and Trustco Bank have entered
into employment agreements with Messrs. McCormick, Cushing, and Salvador that
provide that their annual compensation will be their annual base salary plus
their incentive bonus under the Executive Officer Incentive Plan. The
agreements also provide for termination and severance benefits, change of
control benefits and various other personal benefits. The Compensation
Committee reviews the terms and conditions of the employment agreements in
connection with its annual consideration of the Company's compensation
programs.

Long-Term Incentive Program

In addition to annual compensation, TrustCo also has implemented a
long-term incentive compensation program. TrustCo believes that motivation
with respect to long-term goals is achieved through an ownership culture that
encourages long-term performance by executive officers through the use of
stock-based awards. TrustCo's long-term incentive program includes stock
options and its Performance Bonus Plan.

Stock Options. TrustCo's stock option plan has been established to
advance the interests of TrustCo and its shareholders by providing to
executive officers an opportunity to acquire equity ownership in the Company
along with the incentive advantages inherent in that equity ownership.

It is the responsibility of the Compensation Committee to determine the
time and amount of stock options awarded and the other terms and conditions
of the option awards, including the exercise price, vesting schedule, and
expiration dates. The Compensation Committee's actions are ultimately
judgments based upon the Committee's ongoing assessment and understanding of
TrustCo and its executive officers, the performance of its executive
officers, and whether an award of stock options would provide an appropriate
incentive to the executive officers' contribution to TrustCo's future
performance. Stock option awards are designed to ensure each executive
officer has a sense of ownership in the financial growth of the Company.

For 2006, the Compensation Committee decided to refrain from issuing
stock option grants. This decision was made in light of the Committee's
observation that the market price of the Company's common stock was low
relative to its price in prior years and the Committee's perception that the
overall corporate climate in 2006 relative to executive compensation
generally, and to the grant of stock options during periods when a public
company's stock price was trading at low levels in particular, was unduly
negative. In 2007, the Compensation Committee will reevaluate granting
options to officers, including the officers named in this Proxy Statement,
and other employees based upon the policies described above and other factors
such as TrustCo's financial performance and stock price. At this time, the
Compensation Committee expects that it will grant options to acquire shares
of the Company's stock.

Performance Bonus Plan. The second aspect of TrustCo's long-term
incentive program is its Performance Bonus Plan, which generally provides
compensation to the Company's senior executive officers (Messrs. McCormick,
Cushing, and Salvador) in the event of a change in control of the Company.
The Compensation Committee believes that regional banking institutions such
as the Company are continually subject to being acquired by third parties. It
is the belief of the Compensation Committee that following a "change of
control" TrustCo's senior executive officers would not have the same level of
responsibility as they currently have with TrustCo and that their
compensation would thus be adversely affected by the control change. Because
executives may perceive significant risks regarding acquisition transactions
(such as the risk of reduced authority and compensation described above),
TrustCo and TrustCo Bank implemented a Performance Bonus Plan that, along
with the change in control benefits available under the senior executives'
employment agreements, is designed to encourage highly qualified executives
to remain with the Company and to attract other executives as may be
necessary. Through the Performance Bonus Plan, senior executive officers are
encouraged to remain with TrustCo and Trustco Bank and seek to increase
shareholder value.

Under the Performance Bonus Plan, the senior executive officers have
been awarded units, the ultimate value of which is based upon the
appreciation in value of TrustCo's common stock between the date of the award
and the occurrence of a "change in control" as defined in the plan. The units
so awarded vest, and payments under the plan are to be made, fifteen days
prior to the closing date of an announced change in control, upon the
occurrence of an unannounced change in control, or upon a participant's
termination of employment with TrustCo within a period of time prior to a
change in control. The Compensation Committee believes that the definition of
change in control (which is substantially the same as the definition
contained in the senior executives' employment agreements) is customary
within the banking industry and that the circumstances under which change in
control payments would be made are reasonable. Each of the Company's senior
executive officers has been awarded an equal number of Performance Bonus
Units. The Company does not make annual awards of units under the Performance
Bonus Plan; rather, the units were awarded at the plan's inception in 1997
and have subsequently been awarded only when a person first becomes a senior
executive officer.

The Compensation Committee believes the Performance Bonus Plan continues
to enhance the goal of an ownership culture through long term incentives
thereby advancing the interest of the Company and its shareholders.

Retirement Plans

The retirement plans available to TrustCo's officers and employees
include the Retirement Plan of Trustco Bank, the Trustco Bank Profit
Sharing/401(k) Plan, and the Company's Supplemental Retirement Plan.

Retirement Plan and Profit Sharing/401(k) Plan. The Trustco Bank
Retirement Plan is a defined benefit pension plan pursuant to which annual
retirement benefits are based on years of service to a maximum of 30 years
and average annual earnings of the highest five consecutive years during the
final ten years of service. The defined benefit retirement plan is fully
funded by Trustco Bank contributions. Each of the executive officers named in
this proxy statement participates in the Retirement Plan, but the senior
executive officers do not participate in the Profit Sharing/401(k) Plan in
light of their participation in the Supplemental Retirement Plan.

In 2006, the Retirement Plan was "frozen," and there will be no new
participants in the plan. Existing participants will be entitled to benefits
accrued as of December 31, 2006. For companies nationwide, the primary
retirement vehicle is becoming the 401(k) savings plan. To meet employee
demands, TrustCo enhanced its Profit Sharing Plan to include a 401(k)
feature, thereby making this the primary retirement plan for TrustCo. The
Company also determined that it would be able to achieve certain cost savings
and expense reductions from freezing the Retirement Plan.

Supplemental Retirement Plan. The Company's Supplemental Retirement Plan
is available only to the senior executive officers and is an unfunded,
nonqualified, and noncontributory deferred compensation plan. The amounts of
supplemental retirement benefits payable under the plan are actuarially
calculated to achieve a benefit at normal retirement that approximates the
difference between (i) the total retirement benefit the participant would
have received under the Trustco Bank Retirement Plan without taking into
account limitations on compensation, annual benefits, and years of service;
and (ii) the retirement benefit the participant is projected to receive under
the Trustco Bank Retirement Plan at normal retirement (up to a maximum of
$7,000,000). The Company's annual contribution to the Supplemental Retirement
Plan is determined pursuant to a formula set forth in the plan.

The Supplemental Retirement Plan, together with the Retirement Plan
promotes executive retention and allows the executive to focus on the
long-term success of TrustCo. Participation in the Plan is limited to a
select group of Executives of TrustCo who are highly compensated employees
and an employee must be selected by the Board of Directors to participate in
the Plan.

The following table sets forth, for the fiscal year ended December 31,
2006, the compensation paid to or accrued on behalf of the most highly
compensated executive officers of TrustCo. Each of the executive officers
described in the following table (with the exception of Robert M. Leonard and
Sharon J. Parvis) has an employment agreement and a supplemental retirement
agreement. These agreements are described in subsequent pages.

Summary Compensation Table

(3)
Change
in Pension
Value and
Non-equity Nonqualified
(2) Incentive Deferred (4)
(1) Stock Option Plan Compensation All Other
Salary Bonus Awards Awards Compensation Earnings Compensation Total
Year ($) ($) ($) ($) ($) ($) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
------------------- ---- ------- ------- ------ ------ ------------ ------------ ------------ ---------

Robert J. McCormick 2006 370,000 388,500 - - - - - - 21,534 242,247 1,022,281
President & Chief
Executive Officer,
TrustCo and
Trustco Bank

Robert T. Cushing 2006 302,500 317,625 - - - - - - 35,694 203,874 859,693
Executive Vice
President & Chief
Financial Officer,
TrustCo and
Trustco Bank

Scot R. Salvador 2006 208,125 218,531 - - - - - - 21,297 159,997 607,950
Executive Vice
President & Chief
Banking Officer,
TrustCo and
Trustco Bank

Robert M. Leonard 2006 115,000 25,300 - - - - - - 15,491 8,313 164,104
Assistant
Secretary,
Administrative
Vice President,
TrustCo and
Trustco Bank

Sharon J. Parvis 2006 115,000 25,300 - - - - - - 29,627 - - 169,927
Assistant
Secretary,
TrustCo and
Trustco Bank and
Vice President,
Trustco Bank

Summary Compensation Table Footnotes:

(1) The bonus payments included in column (d) for Messrs. McCormick,
Cushing, and Salvador are calculated in accordance with the Executive
Officer Incentive Plan. The bonus payments for Mr. Leonard and Ms.
Parvis are based upon the Trustco Bank Senior Incentive Plan under which
bonuses are paid as determined by senior management in their discretion.

(2) Included in column (f) is the value, calculated in accordance with
Statement of Financial Accounting Standards No. 123R (Share Base
Payment) for the stock option awards in 2006 (no option grants were made
in 2006).

(3) The information contained in column (h) is derived from the increase in
value of vested benefits accrued under the Trustco Retirement Plan. See
the table "Pension Benefits" for more details on the methodology
followed to perform these calculations and a discussion of TrustCo and
Trustco Bank retirement benefits generally.

(4) Included in column (i) are all other compensation paid to the named
executive officers including tax payments incurred on deferred
retirement plans and other benefits, personal use of auto, health
insurance, tax planning assistance, and personal use of clubs. Also
included in this column is nonqualified deferred compensation in
accordance with the TrustCo Supplemental Retirement Plan as described
further under "Nonqualified Deferred Compensation." For 2006, the
Company recognized under this plan $189,000, $134,000, and $105,000 of
expense for Messrs. McCormick, Cushing, and Salvador, respectively.

TrustCo and Trustco Bank have entered into employment contracts with
Messrs. McCormick, Cushing, and Salvador that provide that their annual
compensation will be their annual base salary plus their incentive bonus
under the Executive Officer Incentive Plan. (Each of the employment
agreements is substantially the same as the others.) The annual base salary
of each officer may not be less than his annual base salary for the preceding
calendar year (except in the initial year of the agreement), and each officer
is entitled to participate fully in any disability, death benefit,
retirement, executive incentive compensation, or pension plans maintained by
TrustCo or Trustco Bank. Because they participate in the Executive Officer
Incentive Plan, however, the officers are not eligible to participate in any
employer contributions to the Trustco Bank Profit Sharing/401(k) Plan.

If Messrs. McCormick, Cushing or Salvador terminates his employment due
to retirement or disability, he will be provided, at no cost to him, with
continued health insurance benefits for the longer of his life or the life of
his spouse. Group life insurance benefits for the officer are also provided.
These benefits are in addition to the general disability, death benefit,
retirement, and pension plans maintained by TrustCo and Trustco Bank. The
employment agreements generally define retirement as the earliest retirement
date applicable to the executive in question under the Retirement Plan of
Trustco Bank. The term "disability" is defined as a mental or physical
condition (i) in the opinion of a physician mutually agreed upon by the
boards of directors of TrustCo and Trustco Bank and the executive officer
that will prevent the executive officer from carrying out the material job
responsibilities or duties to which he was assigned at the time the
disability was incurred, and (ii) is expected to last for an indefinite
duration or a duration of more than six months.

In the event the employment of Messrs. McCormick, Cushing or Salvador is
terminated within twelve months prior to or two years after a change of
control, for any reason other than good cause or retirement at the mandatory
retirement age, then the officer will receive an amount equal to 2.99 times
his then-current annual compensation, to be paid in a single lump sum within
10 days of termination. Upon the announcement of a change of control, an
officer may notify TrustCo and Trustco Bank of his intent to terminate
employment as of the date of the change in control, and the officer will then
receive termination benefits no later than fifteen days prior to the
consummation of the change in control. Each officer is also entitled to the
pro rata portion of his annual award under the Executive Officer Incentive
Plan, payable no later than fifteen days prior to the closing date of the
change in control or, if the change in control is unannounced, within ten
days after the change in control. The employment agreement also provides for
a gross-up payment in the event that the amount payable upon an officer's
termination under the employment agreement or any other agreement is subject
to the excise tax imposed by Section 4999 of the Internal Revenue Code. In
addition, each employment agreement provides for the payment in full of each
officer's retirement, pension, and profit sharing plan compensation; the cost
of any legal expenses incurred as a result of such termination; and the
transfer of the executive officer's company car (at book value) and country
club membership.

Under the employment agreements, a "change in control" of either of
TrustCo or Trustco Bank means any of the following events:

o any individual, corporation or other entity or group of persons
acting in concert becomes the beneficial owner of 20% or more of
the voting power for the election of directors of either of TrustCo
or Trustco Bank;

o a consolidation, merger or other business combination involving
either of TrustCo or Trustco Bank is consummated in which holders
of the voting securities of either of those entities immediately
prior to consummation own, as a group, immediately after such
consummation, voting securities of either of the entities (or
voting securities of the entity or entities surviving such
transaction) having 60% or less of the total voting power in an
election of directors;

o during any period of two consecutive years, individuals who at the
beginning of such period constitute the directors of either of
TrustCo or Trustco Bank cease for any reason to constitute at least
a majority thereof unless the election, or nomination for election
by either of TrustCo's or Trustco Bank's shareholders, was approved
by a vote of at least two-thirds of the directors of either of
TrustCo or Trustco Bank then still in office who were directors at
the beginning of the period;

o removal by the shareholders of all or any of the incumbent
directors of either of TrustCo or Trustco Bank, other than a
removal for cause; and

o a sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the
assets of either of TrustCo or Trustco Bank is completed with a
party that is not controlled by or under common control with either
of TrustCo or Trustco Bank.

See the "Compensation Discussion and Analysis" for an additional
discussion of TrustCo's salary, bonus, and equity incentive plan
decision-making.

Each of the employment agreements defines "termination" to include (a)
any reduction in then-current annual compensation (including executive
incentive compensation), disability, death, retirement, pension, or profit
sharing benefits (unless such reductions are applied to all Trustco Bank
employees as part of a validly adopted plan of cost containment), or their
responsibilities or duties; (b) either TrustCo's or Trustco Bank's relocation
or a change in an officer's base location; (c) receipt of a nonrenewal notice
pursuant to the employment agreement, or (d) the unilateral election by an
officer to terminate the employment agreement.

Outstanding Equity Awards at Fiscal Year-End 2006
Option Awards

Equity:
Incentive
Plan
Awards:
Number of Number of Number of
Securities Securities Securities
Underlying Underlying Underlying
Unexercised Unexercised Unexercised Option Option
Options Options Unearned Exercise Expiration
Name Exercisable Unexercisable Options Price Date
(#) (#) (#) ($)
------------------- ---------- ------------- ----------- -------- ----------

Robert J. McCormick 60,835 0 0 8.71 06/16/2008
52,900 0 0 10.00 06/24/2009
52,900 0 0 9.47 01/18/2010
52,900 0 0 9.75 03/16/2011
150,000 0 0 11.83 07/24/2012
300,000 0 0 13.55 11/19/2014
200,000 0 0 12.15 01/21/2015

Robert T. Cushing 110,187 0 0 8.71 06/16/2008
95,796 0 0 10.00 06/24/2009
95,237 0 0 9.47 01/18/2010
105,800 0 0 9.75 03/16/2011
100,000 0 0 11.83 07/24/2012
100,000 0 0 13.55 11/19/2014
100,000 0 0 12.15 01/21/2015

Scot R. Salvador 9,576 0 0 5.97 06/17/2007
9,125 0 0 8.71 06/16/2008
7,935 0 0 10.00 06/24/2009
7,935 0 0 9.47 01/18/2010
7,935 0 0 9.75 03/16/2011
50,000 0 0 11.83 07/24/2012
150,000 0 0 13.55 11/19/2014
100,000 0 0 12.15 01/21/2015

Robert M. Leonard 23,000 0 0 9.75 03/16/2011
7,500 0 0 11.83 07/24/2012
7,500 0 0 13.55 11/19/2014
7,500 0 0 12.15 01/21/2015

Sharon J. Parvis 30,418 0 0 8.71 06/16/2008
7,935 0 0 10.00 06/24/2009
7,935 0 0 9.47 01/18/2010
7,935 0 0 9.75 03/16/2011
7,500 0 0 11.83 07/24/2012
7,500 0 0 13.55 11/19/2014
7,500 0 0 12.15 01/21/2015

Stock options are exercisable for 10 years from the date of grant.

In addition to the stock option grants noted above, the Company has
issued awards under the TrustCo Bank Corp NY Performance Bonus Plan. Awards
have been made to Messrs. McCormick, Cushing, and Salvador under this plan
and to former Chief Executive Officer Robert A. McCormick. The value of the
Performance Bonus Units is based upon the appreciation in value of TrustCo's
common stock between the date of the award and the occurrence of a "change of
control" as defined in the plan. The units so awarded vest and payments under
the plan are to be made fifteen days prior to the closing date of an
announced change in control, upon the occurrence of an unannounced change in
control, or upon a participant's termination of employment with TrustCo
within the year prior to a change in control. A participant in the plan who
terminates employment on or after age 65 and continues to serve as a director
remains a participant in the plan. In 1997, Mr. Cushing was awarded 524,702
units at a split-adjusted price of $5.95 per unit. In 2004, Robert J.
McCormick was awarded 524,702 units at a price of $10.78 and in 2004, Mr.
Salvador was awarded 524,702 units at a price of $13.15. The unit prices were
the TrustCo stock price on the day of the award. These units have no
expiration date and are not valued for accounting purposes until a change of
control has occurred.

Option Exercises
(December 31, 2006)

Option Awards
---------------
Number of
Shares Acquired Value Realized
Name on Exercise Upon Exercise
(#) ($)
------------------- --------------- --------------
Robert J. McCormick 13,992 70,659
Scot R. Salvador 17,257 109,205
Sharon J. Parvis 18,805 113,348

Value realized upon exercise is the difference between the option price
and the market price on the date the option was exercised multiplied by the
number of option units exercised.

Pension Benefits
(December 31, 2006)

Number
of Years Present Value Payments
Credited of Accumulated During
Name Plan Name Service Benefit(1) Last Year
(#) ($) ($)
------------------- ------------------------------- -------- -------------- ---------

Robert J. McCormick Retirement Plan of Trustco Bank 11 117,944 --
Robert T. Cushing Retirement Plan of Trustco Bank 13 207,350 --
Scot R. Salvador Retirement Plan of Trustco Bank 11 80,451 --
Robert M. Leonard Retirement Plan of Trustco Bank 18 70,333 --
Sharon J. Parvis Retirement Plan of Trustco Bank 18 190,030 --

(1) The Present Value of Accumulated Benefit was determined using the same
assumptions used for financial reporting purposes under generally
accepted accounting principles.

TrustCo sponsors a defined benefit pension plan covering substantially
all employees. Benefits under this plan are based on years of service and the
employee's highest average compensation during five consecutive years of
employment. Compensation is treated as FICA wages without regard to the
Social Security taxable wage base. Compensation also includes any amounts
that are treated as salary reduction contributions and that are used to
purchase nontaxable benefits under Section 125 or 405(k) of the Internal
Revenue Code. Compensation excludes, however, bonuses, overtime, commissions,
and other incentive pay. A participant's "normal retirement benefit" is an
annual pension benefit commencing on his or her normal retirement date
(generally at age 65) payable monthly from retirement until the participant's
death in an amount equal to:

Regular Benefit

(1) The participant's annual benefit as of December 31, 1988 plus

(2) 1.25% of the participant's average annual compensation, multiplied
by his or her years of creditable service after December 31, 1988
(up to 30 years); plus

Supplemental Benefit

(3) 0.65% of the participant's average annual compensation in excess of
his or her covered compensation after December 31, 1988 multiplied
by his or her years of creditable service (up to 35 years).

Benefits are frozen effective December 31, 2006, and the plan is closed
to new participants effective December 31, 2006. Please refer to the
Compensation Discussion and Analysis for a description of the reasons for
these actions. Previously vested benefits will continue; however, no
additional benefits will be vested by participants.

Participants are eligible for early retirement at age 55 if the
participant has achieved 10 years of vesting service. Of the executive
officers named in this proxy statement, only Sharon J. Parvis is eligible for
early retirement.

Early retirement benefits are determined using the same formula that
is used for normal retirement benefits, but are reduced as follows:

Age at Early Percent of Percent of
Retirement Date Regular Benefit Supplemental Benefit
--------------- --------------- --------------------
64 96% 93.33%
63 92% 86.67%
62 88% 80.00%
61 84% 73.33%
60 80% 66.67%
59 76% 63.33%
58 72% 60.00%
57 68% 56.67%
56 64% 53.33%
55 60% 50.00%

Nonqualified Deferred Compensation
(December 31, 2006)

Executive Registrant Aggregate Aggregate
contributions Contributions earnings in Aggregate balance at
in last in last last fiscal withdrawals/ end of last
Name fiscal year fiscal year year distributions fiscal year
($) ($) ($) ($) ($)
------------------- ------------- ------------- ----------- ------------- -----------

Robert J. McCormick -- 189,043 -- -- 1,234,805
Robert T. Cushing -- 133,898 -- -- 2,964,723
Scot R. Salvador -- 104,517 -- -- 510,747
Robert M. Leonard -- -- -- -- --
Sharon J. Parvis -- -- -- -- --

The amounts contributed for Messrs. McCormick, Cushing, and Salvador
reflect the annual contribution for TrustCo's Supplemental Retirement Plan.
Under this plan, the amount of the supplemental retirement benefit payable to
a participant is based upon contributions by TrustCo that are actuarially
calculated to achieve a benefit at normal retirement that approximates the
difference between (a) the total retirement benefit the participant would
have received under Trustco's defined benefit retirement plan without taking
into account limitations imposed by the defined benefit plan and applicable
law on compensation, annual benefits and years of service, and (b) the
retirement benefit the participant is projected to receive under the defined
benefit retirement at normal retirement. The supplemental retirement plan
provides benefits based upon years of service to a maximum of 40 years. The
supplemental account balance of a participant on any valuation date may not
exceed $7.0 million.

Payments to participants are made after the participant has terminated
employment with TrustCo or Trustco Bank and has either completed five years
of vested service or is eligible for early retirement under the retirement
plan. Benefits can be paid in a lump sum or spread over a period of five
years in the case of normal retirement.

Potential Post-Employment Payments

As discussed above, Robert J. McCormick, Robert T. Cushing, and Scot R.
Salvador have entered into employment contracts with the Company that provide
for post-employment benefits in the case of retirement or disability and in a
change of control. (The meanings of those terms is discussed above.)
Additionally, in a change of control, the interests of Messrs., McCormick,
Cushing, and Salvador in the TrustCo Performance Bonus Plan units they were
awarded as would the benefits under the medical and life insurance programs
would vest. If they were terminated as of December 31, 2006 in connection
with a change of control, TrustCo estimates the amounts that would be payable
to them are as follows:

Robert J. McCormick $5.4 million
Robert T. Cushing $7.0 million
Scot R. Salvador $3.6 million

Further, assuming each of Messrs. McCormick, Cushing and Salvador
retired at normal retirement age of 65 and had a life expectancy of 25
additional years after retirement and that the cost of the medical benefits
would be $10,000 per year, the aggregate cost would be $250,000 for each of
them. These estimated costs would change to reflect changes in the cost of
the insurance premiums as well as changes in the benefit period after
termination of employment. For financial reporting purposes under generally
accepted accounting principles, these benefits have been included by
TrustCo's actuaries in determining the Company's total liability for post
retirement benefits other than pensions. TrustCo's total liability for post
retirement benefits other than pensions as of December 31, 2006 was
approximately $1.0 million.

2006 Director Compensation Table

Change in
Pension Value
and
Fees Nonequity Nonqualified
Earned Incentive Deferred
or Paid Stock Option Plan Compensation All Other
Name in Cash Awards Awards Compensation Earnings Compensation Total
($) ($) ($) ($) ($) ($) ($)
------------- ------- ------ ------ ------------ ------------- ------------ -------

McCormick, RA 111,000 -- -- -- -- 483,945(1) 594,945
Lucarelli, JA 111,000 -- -- -- -- -- 111,000
Maggs, TO 111,000 -- -- -- -- -- 111,000
Marinello, AJ, 111,000 -- -- -- -- -- 111,000
Powers, WD 111,000 -- -- -- -- -- 111,000
Purdy, WJ 111,000 -- -- -- -- -- 111,000

(1) Includes $300,000 paid under a consulting agreement and for the
noncompetition covenant set forth in that agreement, retirement and
pension plan payments of $89,151 and perquisites of $94,794 (including
tax payments on such benefits of $39,600).

Directors who are not also executive officers of TrustCo or Trustco Bank
are paid a monthly fee of $9,000, except for the first calendar quarter of
2006 for which the monthly fee was $10,000. Directors also may participate in
TrustCo's Directors Stock Option Plan and Directors Performance Bonus Plan.

The Directors Stock Option Plan provides for periodic grant of
options to directors as approved by the Compensation Committee of the Board
(composed of all independent directors). The option price is set as the
market price on the day the grants are awarded. No options were granted to
directors in 2006. Outstanding options held by directors are as follows:

Robert A. McCormick* 1,057,500
Joseph A. Lucarelli 12,040
Thomas O. Maggs -
Anthony J. Marinello, M.D. 21,226
William D. Powers 4,000
William J. Purdy 14,685

*Includes 1,053,500 options awarded to Mr. McCormick while he was
President and Chief Executive Officer of TrustCo and Trustco Bank.

TrustCo directors who are not also employees of TrustCo or Trustco Bank
are eligible to participate in the TrustCo Bank Corp NY Directors Performance
Bonus Plan, which was adopted by the TrustCo board in 1997. Under the
Directors Performance Bonus Plan, nonemployee directors are eligible to be
awarded "units," the value of which is based upon the appreciation in value
of TrustCo's common stock between the date of the award and the occurrence of
a "change in control" as defined in the Directors Performance Bonus Plan.
(The definition of change in control is the same as the definition contained
in the employment agreements for Robert J. McCormick, Robert T. Cushing, and
Scot R. Salvador, which are described above.) The units so awarded vest, and
payments under the Directors Performance Bonus Plan are to be made, only upon
the occurrence of a change in control. Each nonemployee director has been
awarded 34,981 units under the Directors Performance Bonus Plan at a base
price of $5.95 per unit, except for Mr. Lucarelli, whose base price is $8.59
per unit, and Mr. Maggs, whose base price is $10.59 per unit. Mr. McCormick
was awarded 1,399,205 units at a price of $5.95 per unit in 1997 as the
Company's Chief Executive Officer.

TrustCo and Robert A. McCormick have entered into a consulting agreement
under which Mr. McCormick will serve as a consultant to the board of
directors of TrustCo and to the boards of directors of each of its
affiliates, rendering to such boards and to individual members of such boards
consulting services and advice on an as needed basis with respect to matters
pertaining to TrustCo and its affiliates. The services rendered will be an
advisory only, and Mr. McCormick's services as a consultant will be rendered
during his lifetime at such times and places as may be mutually convenient to
the boards and Mr. McCormick. This contract took effect on June 1, 2006 and
has a five-year term.

In compensation for the services to be rendered by Mr. McCormick under
the consulting agreement and for the noncompetition covenant set forth in
that agreement, TrustCo will pay Mr. McCormick an annual fee in the amount of
$300,000. This was paid on June 1, 2006 and future payments may be in cash or
in any other vehicle mutually acceptable to the parties, including but not
limited to, life insurance. The full remaining amount of unpaid annual fees
under the consulting agreement will be payable in full in the event of Mr.
McCormick's death or permanent disability.

Also as part of the consulting agreement Mr. McCormick is provided
office facilities and the use of a personal secretary, ongoing use of a
company vehicle, club, health insurance, estate planning services, and tax
payments on these benefits of $39,600. The cost of these is included in the
table as other compensation.

Under the Robert A. McCormick employment agreement, TrustCo and/or
Trustco Bank will provide to Mr. McCormick and his wife, for the rest of Mr.
McCormick's life, or the life of his spouse, the same health insurance
benefits provided to Mr. McCormick and his family by TrustCo and Trustco Bank
prior to his retirement at no cost. TrustCo and Trustco Bank will also
provide to Mr. McCormick for his life the same life insurance benefits
provided to retirees by TrustCo and Trustco Bank under their life insurance
plan. As a retired employee, Mr. McCormick also participates in and receives
benefits from the Trustco Retirement Plan in accordance with the plan
provisions.

S.E.C. Form 10-K

TrustCo will provide without charge a copy of its Annual Report on Form
10-K upon written request. Requests and related inquiries should be directed
to: Thomas M. Poitras, Secretary, TrustCo Bank Corp NY, P.O. Box 1082,
Schenectady, New York 12301-1082.

Code of Conduct

TrustCo will provide without charge a copy of its Code of Conduct upon
written request. Requests and related inquiries should be directed to: Sharon
J. Parvis, Vice President-Personnel, TrustCo Bank Corp NY, P.O. Box 1082,
Schenectady, New York 12301-1082.

Ownership of TrustCo Common Stock by Certain Beneficial Owners

TrustCo is not aware of any person who, as of the date hereof, is the
beneficial owner of more than 5% of its common stock, except as described
below:

Name and Address: Amount Percent
----------------- ------------ -------
Barclays Global Investors, N.A.
Barclays Global Fund Advisors
Barclays Global Investors, Ltd 5,187,040(1) 6.91%
Barclays Global Investors Japan Trust
and Banking Company Limited
Barclays Global Investors Japan Ltd
45 Fremont Street, San Francisco, California 94105

(1) The information contained in this table is based solely upon a filing
made by the companies identified above with the Securities and Exchange
Commission. According to such filing, the shares reported are held in
trust accounts for the economic benefit of the beneficiaries of those
accounts.

On March 1, 2007, the Trust Department of Trustco Bank held 2,629,721
shares of TrustCo common stock as executor, trustee, and agent (3.51% of
outstanding shares) not otherwise reported in this Proxy Statement. Neither
TrustCo nor Trustco Bank has any beneficial interest in these shares.

Transactions with TrustCo and Trustco Bank Directors, Executive Officers
and Associates

The Company has adopted policies and procedures for the review, approval
and/or ratification of transactions with its directors and executive officers
or their related persons, such as immediate family members. TrustCo's Code of
Conduct requires transactions between TrustCo or Trustco Bank and any of
their directors or executive officers (or their respective immediate family
members) be fully disclosed and be reviewed and, if appropriate, approved by
the board or board members who do not have an interest in the transaction in
question. Also, all related party transactions that federal securities laws
require to be disclosed in this Proxy Statement must be approved by the
Company's audit committee. Further, federal regulations require that all
loans or extensions of credit to TrustCo executive officers and directors by
Trustco Bank must be made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons, except for loans made under programs
generally available to all employees, and must not involve more than the
normal risk of repayment or present other unfavorable features. Trustco Bank
is therefore prohibited from making any loans or extensions of credit to
executive officers and directors at different rates or terms than those
offered to the general public, except for loans made pursuant to programs
generally available to all employees, and has adopted a policy to this
effect. In addition, loans made to a director or executive officer in an
amount that, when aggregated with the amount of all other loans to such
person and his or her related interests, are in excess of the greater of
$25,000 or 5% of the institution's capital and surplus (up to a maximum of
$500,000) must be approved in advance by a majority of the disinterested
members of the board of directors. TrustCo and Trustco Bank have adopted
written policies and procedures that implement these requirements.

Some of the directors and executive officers of TrustCo and Trustco
Bank, and some of the corporations and firms with which these individuals are
associated, are also customers of Trustco Bank in the ordinary course of
business, or are indebted to Trustco Bank in respect to loans of $120,000 or
more, and it is anticipated that they will continue to be customers of and
indebted to Trustco Bank in the future. All such loans, however, were made in
the ordinary course of business, do not involve more than normal risk of
collectibility, do not present other unfavorable features, and were made on
substantially the same terms, including interest rates and collateral, as
those prevailing at the same time for comparable Trustco Bank transactions
with unaffiliated persons. Also, Thomas O. Maggs is the president and
principal owner of Maggs & Associates, The Business Insurance Brokers, Inc.
("Maggs & Associates"), Schenectady, New York, an insurance brokerage.
TrustCo has retained Maggs & Associates for assistance in obtaining
commercial insurance coverage and paid Maggs & Associates commission premiums
for such services of $82,242 in 2006. In addition, Trustco Bank obtains legal
services from, and pays fees to, Overton, Russell, Doerr and Donovan, LLP, a
law firm in which Thomas R. McCormick, son of Robert A. McCormick and brother
of Robert J. McCormick, is a partner. Trustco Bank obtains such services at
rates that are substantially the same as those the firm charges other
clients, and the firm is one of a number of law firms that is retained by
TrustCo to provide legal services to it. During the year ended December 31,
2006, $343,805 of legal fees were paid to Overton, Russell, Doerr, and
Donovan, LLP.

Insurance for Indemnification of Officers and Directors

At its February 20, 2007 meeting, TrustCo's board of directors adopted
changes to the Company's bylaws to provide for more detailed and
comprehensive procedures to address the circumstances under which an officer
or director of TrustCo may seek indemnification and under which the board or
other persons, including TrustCo's shareholders, may authorize
indemnification payments. A copy of TrustCo's bylaws was included as an
exhibit to the Report on Form 8-K filed by TrustCo with the Securities and
Exchange Commission on February 20, 2007. Also, TrustCo's employment
agreements with Robert J. McCormick, Robert T. Cushing, and Scot R. Salvador
contain provisions that obligate TrustCo or Trustco Bank to indemnify the
officers under certain circumstances. A copy of these agreements were filed
as an exhibit to the Annual Report on Form 10-K for the year ended December
31, 2001 (with respect to Messrs. McCormick and Cushing) and to the Quarterly
Report on Form 10-Q for the quarter ended March 31, 2004 (with respect to Mr.
Salvador). Finally, TrustCo renewed insurance for the indemnification of its
executive officers and directors and executive officers and directors of
Trustco Bank from St. Paul Mercury Insurance Company effective for the
one-year period from October 10, 2006 to October 10, 2007. The cost of this
insurance was $301,000, and coverage is provided to all executive officers
and directors of TrustCo and Trustco Bank. TrustCo's board of directors has
no knowledge of any claims made or sum paid pursuant to such insurance policy
during 2006.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires TrustCo's directors, executive officers, and persons who own more
than 10% of a registered class of TrustCo's equity securities to file initial
reports of ownership and reports of changes in ownership in TrustCo's common
stock and other equity securities with the S.E.C. and to furnish TrustCo with
copies of all Section 16(a) reports they file.

Based solely on a review of the copies of such reports furnished to
TrustCo, and written representations that no other reports were required
during the fiscal year ended December 31, 2006, all Section 16(a) filing
requirements have been met.

SHAREHOLDER PROPOSALS

Shareholder proposals to be considered for inclusion in a proxy
statement in connection with any forthcoming annual meeting of shareholders
of TrustCo must be submitted to TrustCo on a timely basis. Proposals for
inclusion in TrustCo's proxy statement and form of proxy for the annual
meeting of shareholders expected to be held in May of 2008 must meet the
requirements established by the Securities and Exchange Commission for
shareholder proposals and must be received by TrustCo at its principal
executive offices no later than December 5, 2007. Proposals intended to be
considered at the 2008 annual meeting but that are not to be included in
TrustCo's proxy statement must be received at TrustCo's principal executive
offices not later than February 18, 2008. Any such proposals, together with
any supporting statements, should be directed to the Secretary of TrustCo.

TRUSTCO SHAREHOLDERS

TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, PLEASE
SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING TRUSTCO PROXY CARD IN THE
ENVELOPE PROVIDED. IF YOU PLAN TO ATTEND THE ANNUAL MEETING AND ARE A
SHAREHOLDER OF RECORD, PLEASE MARK THE PROXY CARD APPROPRIATELY AND RETURN
IT. HOWEVER, IF YOUR SHARES ARE NOT REGISTERED IN YOUR OWN NAME, PLEASE
ADVISE THE SHAREHOLDER OF RECORD (YOUR BANK, BROKER, ETC.) THAT YOU WISH TO
ATTEND. THAT FIRM MUST PROVIDE YOU WITH EVIDENCE OF YOUR OWNERSHIP, WHICH
WILL ENABLE YOU TO GAIN ADMITTANCE TO THE ANNUAL MEETING.

APPENDIX A

DIRECTOR NOMINATIONS POLICY

TRUSTCO BANK CORP NY

AS APPROVED BY THE BOARD OF DIRECTORS
ON FEBRUARY 20, 2007

I. GENERAL

This Policy provides guidance for the members of the Board of Directors
of TrustCo Bank Corp NY (the "Company") with respect to:

o identifying director and committee member candidates, and

o nominating candidates for election to the Board and appointment to
committee membership.

The Board of Directors believes it is appropriate for the Company not to
have a standing nominating committee because a high percentage of the
Company's directors are independent under the standards of the National
Association of Securities Dealers, Inc. for companies whose shares are traded
on The NASDAQ Global Select Market. Moreover, the Board believes that all of
the directors have significant expertise in the operations and needs of the
Company and its Board of Directors, and have valuable insights to offer
regarding the value that qualified directors can bring to the Company and
whether at any given time there might be any needs the Board of Directors may
have that are not being adequately served by this current Board of Directors.
Consequently, the Board believes the Company and its stockholders would be
best served by having all directors participate in the deliberative process
of choosing nominees for director of the Company.

II. NOMINATIONS POLICY

A. Policy Review.

o From time to time, but at least once each year, the full Board will
review and reassess the adequacy of this policy and recommend
proposed changes.

o The Board will publicly disclose this policy and any such
amendments at the times and in the manner required by the
Securities and Exchange Commission ("SEC") and/or any other
regulatory body having authority over the Company, and in all
events post such policy and amendments in accordance with
applicable law.

B. Board Membership.

It is the responsibility of each member of the Board to identify, and bring
to the attention of the full Board, persons who may be suitable for election
to the Board.

Appendix - A-1

o The Board will maintain an active file of potential suitable
candidates for consideration as nominees to the Board.

o Candidates for board membership generally should have:

- high personal and professional ethics, integrity and values;

- an inquiring and independent mind, practical wisdom and mature
judgment;

- broad policy-making experience in business, government or
community organizations;

- expertise useful to the Company and complementary to the
background and experience of other Board members;

- willingness to devote the time necessary to carrying out the
duties and responsibilities of Board membership;

- commitment to serve on the Board over a period of several
years to develop knowledge about the Company, its strategy and
its principal operations; and

- willingness to represent the best interests of all of the
Company's constituencies.

This list is not intended to be an exclusive list of nominee
criteria, and Board members will use their best judgment in
identifying potential Board candidates.

o After a possible candidate is identified, the Board will
investigate and assess the qualifications, experience and skills of
the candidate. The investigation process may, but need not, include
one or more meetings with the candidate by a member or members of
the Board.

o From time to time, but at least once each year, the full Board will
meet to evaluate the needs of the Board and to discuss the
candidates for nomination to the board. Such candidates may be
presented to the shareholders for election or appointed to fill
vacancies.

o All nominees must be approved by a majority of the members of the
Board who are independent as defined in the listing standards for
The NASDAQ Global Select Market.

C. Shareholder Nominations

o The Board will consider under this Policy written recommendations
by shareholders for nominees for election to the Board.

Such written recommendations must be delivered or mailed to the Board not
less than 14 and not more than 50 days prior to any meeting of shareholders
called for the purpose of the election of directors, or not later than 7 days
prior to the meeting if less than 21 days notice of the meeting is provided.

Appendix - A-2

D. Committees and Committee Structure

o From time to time, but at least once each year, the full Board will
meet to evaluate the Board's committee structure and functions and
the needs of the Board's committees.

o At least once each year, the Board will consider and vote upon
committee memberships for the next year, and the Board may reassign
committee responsibilities from time to time to the extent
necessary or appropriate.

o At least once each year, the Board will consider and vote upon the
committee members who will serve as chairs of such Board
committees.

o The Board will form and delegate authority to committees when
appropriate.

o At least once each year, the Board will review the performance of
its committees.

* * *

In performing their responsibilities under this Policy, Board members
are entitled to rely in good faith on information, opinions, reports or
statements prepared or presented by:

o Officers or employees of the Company whom the Board members believe
in good faith to be reliable and competent in the matters
presented;

o Other persons as to matters which the Board believes in good faith
to be within the professional or expert competence of such person;
or

o Committees of the Board as to matters within such committees'
designated authority which committees the Board believes in good
faith to merit confidence.

Appendix - A-3

APPENDIX B

AUDIT COMMITTEE CHARTER

TRUSTCO BANK CORP NY

AS APPROVED BY THE BOARD OF DIRECTORS
ON FEBRUARY 20, 2007

Purpose

The Audit Committee (the "Committee") of TrustCo Bank Corp NY (the "Company")
is appointed by the Board of Directors (the "Board") of the Company to assist
the Board in fulfilling its oversight responsibilities. The Committee's
primary duties and responsibilities are to assist the Board with respect to:

1. The adequacy of the Company's internal controls and financial reporting
process and the reliability of the Company's financial reports to the
public.

2. The independence and performance of the Company's internal auditors and
its external independent auditor ("Independent Auditor").

3. The Company's compliance with legal and regulatory requirements.

Membership

The Committee shall be comprised of not less than three members of the Board.

All members of the Committee shall satisfy the experience and independence
requirements of the Securities Exchange Commission ("SEC") pursuant to the
Securities Exchange Act of 1934 and the rules and regulations thereunder, the
Federal Deposit Insurance Corporation ("FDIC") pursuant to the Federal
Deposit Insurance Corporation Improvement Act of 1991 and the rules and
regulations thereunder, and the rules and regulations of the National
Association of Securities Dealers, Inc. ("NASD"). Each member shall be
financially literate in accordance with the requirements of the NASD and the
SEC, as determined by the Board in its business judgement and in accordance
with applicable law and regulations.

Areas of Review

The Committee shall:

1. Review and approve the appointment, compensation, or termination of the
Independent Auditor.

Appendix - B-1

2. Evaluate the performance of the Independent Auditor and recommend that
the Board either appoint or replace the Independent Auditor.

3. Meet with the Independent Auditor prior to the audit to review the
planning for the engagement and the associated fees.

4. Receive and discuss the reports from the Independent Auditor regarding
the auditor's independence.

5. Approve in advance all engagements of the Independent Auditor to provide
non-audit services.

6. Discuss with the Independent Auditor the matters included in the
Statement on Auditing Standards No. 61, as well as all future Statement
on Auditing Standards pronouncements requiring Audit Committee review.

7. Obtain from the Independent Auditor the required disclosures regarding
any material misstatement of the consolidated financial statements of
the Company and to the extent that they come to their attention, any
instances of fraud or illegal acts which are required to be disclosed in
accordance with the Private Securities Litigation Reform Act of 1995.

8. Review with the Independent Auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
Independent Auditor and the Company's response to that letter. Such
review should include:

a. Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information, any disagreements with management.

b. Any significant changes required in the scope of the audit.

c. Any significant recommendations concerning the internal audit
program.

9. Review and discuss with management the audited financial statements,
including major issues regarding accounting and auditing principles and
practices as well as the adequacy of the internal controls that could
significantly affect the Company's financial statements.

10. Review with management and the Independent Auditor the effect of
regulatory and accounting initiatives as well as off-balance sheet
structures impacting the Company's consolidated financial statements.

11. Review with management the Company's quarterly consolidated financial
statements and Form 10-Q filings including the results of the
Independent Auditor's review.

Appendix - B-2

12. Review and recommend the internal audit program for Board approval.

13. Review the significant reports to the Committee prepared by the Internal
Auditor and management's responses.

14. Review the appointment of the Internal Auditor.

15. Review with the Company's counsel or appropriate Company personnel legal
matters that may have a material impact on the Company's financial
statements, the Company's compliance policies, and any material reports
or inquiries received from regulators or governmental agencies that have
not been previously reviewed by the full Board.

16. Prepare any report required by the rules of the SEC or NASD to be
included in the Company's annual proxy statement.

17. Review and assess, at least annually, the adequacy of this charter and
recommend any proposed changes to the Board.

18. Establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, and for the confidential,
anonymous submission by Company employees of concerns regarding
questionable accounting or auditing matters (Exhibit 1).

19. Comply with the applicable rules and regulations of the NASD, SEC, FDIC
and OTS regarding the membership and operation of an audit committee.

20. Review and approve all "related-party transactions". Related-Party
transactions shall refer to transactions required to be disclosed
pursuant to SEC Regulation S-K, item 404.

21. Review with management the summary of Suspicious Activity Reports filed.

The forgoing shall be the common recurring activities of the Committee in
carrying out its functions. These functions are set forth as a guide with the
understanding that the Committee may diverge from this guide as appropriate
in light of the circumstances. The Committee believes that its policies and
procedures should remain flexible in order to best react to changing
conditions and to ensure to the directors and shareholders of the Company
that the corporate accounting and reporting practices of the Company are in
accordance with all requirements and are of the highest quality.

While the Committee has the responsibilities and powers set forth in this
charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Company's consolidated financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles. This is the responsibility of management of the Company and the
Independent Auditor. It is not the responsibility of the Committee to conduct
investigations or to assure compliance with laws and regulations of the
Company's Code of Conduct.

Appendix - B-3

Committee Structure and Operations

The Board must designate one member of the Committee as its chairperson. The
Committee must meet once every fiscal quarter, or more frequently if
circumstances dictate, to discuss with management the annual audited
financial statements and quarterly financial statements, as applicable. The
Committee should periodically meet separately with management; the director
of the Company's internal auditing department and the independent auditors to
discuss any matters that the Committee or any of these persons or firms
believe should be discussed privately. The Committee may request any officer
or employee of the Company or the Company's outside counsel or independent
auditors to attend a meeting of the Committee or to meet with any members of,
or consultants to, the Committee. Members of the Committee may participate in
a meeting of the Committee by means of conference call or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.

Resources and Authority of the Committee

The Committee shall have the resources and authority appropriate to discharge
its duties and responsibilities, including the authority to select, retain,
terminate, and approve the fees and other retention terms of special or
independent counsel, accountants or other experts and advisors, as it deems
necessary or appropriate, without seeking approval of the Board or
management.

The Company shall provide for appropriate funding, as determined by the Audit
Committee, in its capacity as a committee of the Board, for payment of:

1. Compensation to the independent auditors and any other public accounting
firm engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Company.

2. Compensation of any advisers employed by the Committee.

3. Ordinary administrative expenses of the Committee that are necessary or
appropriate in carrying out its duties.

Appendix - B-4

EXHIBIT 1

AUDIT COMMITTEE POLICY AND PROCEDURES FOR
RECEIPT AND TREATMENT OF COMPLAINTS
REGARDING ACCOUNTING AND AUDIT MATTERS

TRUSTCO BANK CORP NY

AS APPROVED BY THE BOARD OF DIRECTORS
ON FEBRUARY 20, 2007

I. PURPOSE

The Audit Committee (the "Committee") has adopted the following policy
and corresponding procedures for the submission of complaints, including
complaints of employees of TrustCo Bank Corp NY and its subsidiaries
(collectively, "TrustCo"), regarding accounting, internal accounting controls
and auditing matters. This policy is designed to ensure that all complaints
are received, investigated and retained in a formalized, ethical,
confidential and anonymous manner. Any employee of TrustCo may submit a good
faith complaint regarding accounting, internal accounting controls or
auditing matters in accordance with this policy without fear of dismissal or
retaliation of any kind. TrustCo is committed to achieving compliance with
all applicable accounting standards, internal accounting controls and audit
practices.

Complaints regarding questionable accounting, internal accounting
controls or auditing matters include, without limitation, the following:

o fraud or deliberate error in the preparation, evaluation, review or
audit of any financial statement of TrustCo;

o fraud or deliberate error in the recordation and maintenance of
financial records of TrustCo;

o deficiencies in or noncompliance with TrustCo's internal accounting
controls;

o misrepresentation or false statements to or by a senior officer or
accountant regarding a matter contained in the financial records,
financial reports or audit reports of TrustCo; or

o deviation from full and fair reporting of TrustCo's financial
condition.

II. SUBMISSION OF COMPLAINTS

Complaints regarding accounting, internal accounting controls or
auditing matters may be submitted to the Committee as follows:

Appendix - B-5

o Submit a confidential memorandum to TrustCo's internal auditor at
P.O. Box 627, Schenectady, NY 12301. In the memorandum, the
complaining party should identify the subject of his or her
complaint and the practices that are alleged to constitute improper
accounting, internal accounting controls or auditing matters,
providing as much detail as possible. The internal auditor will
submit a copy of the memorandum to the chair of the Committee; then

o If the complaining party is not satisfied with the response to the
complaint, the complaining party should submit a confidential
memorandum to William D. Powers, Chairman of the Audit Committee, 5
Sarnowski Drive, Glenville, NY 12302. The memorandum should
identify the subject of the complaint and the practices that are
alleged to constitute improper accounting, internal accounting
controls or auditing matters, providing as much detail as possible.

Complaints may be submitted anonymously.

Retaliation against any person who honestly and in good faith reports a
complaint as described above regarding accounting, internal accounting
controls or auditing matters, including illegal or unethical conduct, will
not be tolerated and will be cause for discipline. A person may report
retaliation by the same procedure described above for reporting complaints.

III. REVIEW OF COMPLAINTS

Upon receipt of a complaint, the internal auditor will direct such other
persons as the Committee or the internal auditor determines to be appropriate
to:

o determine whether the complaint actually pertains to accounting,
internal accounting controls or auditing matters;

o acknowledge receipt of the complaint to the complaining party, when
possible; and

o summarize the complaint for presentation to the Committee.

If the complaint is related to accounting, internal accounting controls
or auditing matters, the Committee will oversee a review of the complaint by
TrustCo's internal auditor, compliance officer or such other persons as the
Committee determines to be appropriate. The complaint and the attendant
review will be conducted in a confidential manner to the fullest extent
possible. Upon completion of review of the complaint, the Committee shall
determine the appropriate means of addressing the complaint and delegate that
task to the appropriate member of senior management or take such other action
as the Committee deems necessary or appropriate, including obtaining outside
counsel or other advisors to assist the Committee.

The internal auditor, compliance officer or such other person as the
Committee determines to be appropriate, shall be available for follow-up
inquiries from people submitting complaints.

Appendix - B-6

IV. RETENTION OF RECORDS REGARDING COMPLAINTS

The internal auditor, at the direction of the Committee, shall maintain
a record of all complaints, tracking their receipt, investigation and
resolution and shall prepare a report annually summarizing any complaints
received pursuant to this policy during the preceding fiscal year of TrustCo
and any action taken on those complaints. The record and annual reports shall
be maintained in a confidential file held by the internal auditor.

V. DISCIPLINARY ACTION

Nothing in this policy shall limit TrustCo, the Board of Directors of
TrustCo or the Committee from taking such disciplinary action under TrustCo's
Code of Conduct Manual or other applicable policies as may be appropriate
with respect to any matter that is the subject of a complaint.

VI. REVIEW OF POLICY

The Committee will review this policy and the corresponding procedures
on a periodic basis.

* * * * *

Appendix - B-7