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 Glen Sanders Mansion, One Glen
Avenue, Scotia, New York 12302, on May 17, 2004, at 10:00 a.m. local time, for
the purpose of considering and voting upon the following matters:

1.       Election of directors.

2.       Adoption of the 2004 TrustCo Bank Corp NY Directors Stock Option Plan.

3.       Adoption of the 2004 TrustCo Bank Corp NY Stock Option Plan.

4.       Adoption of an amendment to TrustCo's Amended and Restated Certificate
         of Incorporation to change the minimum and maximum numbers of
         directors.

5.       Ratification of the appointment of KPMG LLP as TrustCo's independent
         auditors for 2004.

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

                                          By Order of the Board of Directors,


                                                   Robert M. Leonard
                                                   Secretary

April 5, 2004

PLEASE SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, WHETHER YOU
PLAN TO ATTEND THE MEETING OR NOT. YOU MAY WITHDRAW 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 17, 2004

     This proxy  statement is furnished in connection  with the  solicitation by
the board of  directors  of TrustCo  Bank Corp NY  ("TrustCo")  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 17, 2004, at Glen Sanders Mansion,
One Glen Avenue,  Scotia,  New York 12302.  This proxy statement and the form of
proxy were first mailed to shareholders on or about April 5, 2004.

     The record date for the Annual Meeting is March 25, 2004. Only shareholders
of record at the close of business  on March 25, 2004 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 held by them.  Each
share of TrustCo's  common stock has one vote,  and, as of March 1, 2004,  there
were 73,994,530 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
a shareholder  returns a properly executed proxy card, his or her shares will be
counted  for  purposes  of  determining  a quorum  at the  meeting,  even if the
shareholder abstains from voting. Shares not voted by brokers and other entities
holding shares on behalf of beneficial owners will not be counted.

     All shares of TrustCo's  common stock  represented at the Annual Meeting by
properly  executed,  dated 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,

o        "for" adoption of the 2004 TrustCo Bank Corp NY Directors Stock Option
          Plan,

o        "for" adoption of the 2004 TrustCo Bank Corp NY Stock Option Plan,

o        "for" amendment of the company's  Amended and Restated  Certificate of
          Incorporation changing the minimum and maximum number of members of
          the board of directors, 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.

                                       1


     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  has also  retained  Regan &  Associates,  Inc. to aid in the
solicitation  of proxies for a  solicitation  fee of $9,000 plus  expenses.  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  for terms of three
years each and the  election of one director to serve on the board for a term of
one year. The nominees for election as directors for  three-year  terms expiring
at TrustCo's 2007 Annual  Meeting are Messrs.  Robert A. McCormick and Joseph A.
Lucarelli,  and the  nominee  for  election  as a director  for a one-year  term
expiring at the 2005 Annual Meeting is Anthony J. Marinello, M.D., Ph.D. Each of
the nominees is an incumbent  director and was approved by TrustCo's  Nominating
Committee on the recommendation of the Chairman of the committee.

     TrustCo's Amended and Restated  Certificate of Incorporation  provides that
TrustCo's  board of directors  will consist of not less than seven nor more than
twenty 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.

     Currently,  TrustCo's board of directors consists of six members, and there
is one vacancy caused by the retirement of James H. Murphy,  D.D.S.  in 2003. As
discussed  below,  the  board of  directors  is  proposing  to  amend  TrustCo's
certificate of  incorporation to provide that the board must consist of not less
than five nor more than fifteen  members.  If this  amendment  is approved,  the
number  of  members  of the  board  of  directors  will be  fixed  at six,  thus
eliminating the vacancy.

     The  terms  of  three  directors  (Messrs.  Lucarelli,  McCormick  and  Dr.
Marinello) are expiring at the 2004 Annual Meeting, and, as noted above, each of
these  directors has been  nominated for  re-election.  In light of the proposed
amendment to the certificate of incorporation  and, if the amendment is adopted,
the  intention  of fixing the number of directors  at six,  compliance  with the
requirement  that the  classes  of  directors  be as  nearly  equal in number as
possible  requires that each class consist of two  directors.  Accordingly,  the
board  has  decided  that the  director  position  for which  Dr.  Marinello  is
nominated should be assigned to the class of directors whose terms expire at the
2005  Annual  Meeting of  Shareholders,  with the  positions  for which  Messrs.
Lucarelli  and  McCormick  have been  nominated  being  assigned to the class of
directors whose terms expire at the 2007 Annual Meeting.

                                       2


     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 the
ownership  of common  stock on  December  31,  2003 has been  furnished  by each
director or has been obtained from TrustCo's records.  TrustCo's common stock is
the only class of equity security outstanding.



                  INFORMATION ON TRUSTCO DIRECTORS AND NOMINEES
                NOMINEES FOR ELECTION AS TRUSTCO DIRECTORS(1) FOR
                        THREE-YEAR TERM TO EXPIRE IN 2007

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

Joseph A. Lucarelli,  Age 63,  President,  Bellevue  Builders  Supply,         118,023                   *
Inc.  Director of TrustCo and Trustco Bank since 1999.

Robert A.  McCormick,  Age 67,  Chairman of TrustCo and Trustco  Bank        3,340,957                   4.42
since  2001.   President  of  TrustCo  and  Trustco  Bank  1982-2002.
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.


See footnotes on page 6.


                                       3






                   INFORMATION ON TRUSTCO DIRECTOR AND NOMINEE
                 NOMINEE FOR ELECTION AS TRUSTCO DIRECTOR(1) FOR
                         ONE-YEAR TERM TO EXPIRE IN 2005

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

                                                                          
Anthony J. Marinello,  M.D.,  Ph.D.,  Age 48,  Physician.  Director of          58,402                   *
TrustCo and Trustco Bank since 1999.



                             OTHER TRUSTCO DIRECTORS

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

Barton A. Andreoli,  Age 64,  President,  Towne  Construction & Paving          50,219                    *
Corp.  Director of TrustCo and Trustco Bank since 1993.

William D.  Powers,  Age 62,  Partner,  Powers,  Crane & Company,  LLC          57,277                    *
(consultants);  former Chairman,  New York Republican State Committee.
Director of TrustCo and Trustco Bank since 1995.

William J. Purdy, Age 69,  President,  Welbourne & Purdy Realty,  Inc.          46,978                    *
Director of TrustCo and Trustco Bank since 1991.




See footnotes on page 6.


                                       4





                    INFORMATION ON TRUSTCO EXECUTIVE OFFICERS

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

Robert J. McCormick,  Age 40,  President and Chief Executive  Officer             706,380                  *
of TrustCo  since January  2004,  Executive  Officer of TrustCo since
2001 and President and Chief Executive  Officer of Trustco Bank since
November 2002.  Joined  Trustco Bank in 1995.  Robert J. McCormick is
the son of Robert A. McCormick.

Robert  T.  Cushing,  Age 48,  Executive  Vice  President  and  Chief
Financial Officer of TrustCo since January 2004,  President and Chief           1,126,047                1.50
Executive  Officer of TrustCo from  November  2002 to December  2003;
Executive  Officer of TrustCo  and Trustco  Bank since  1994.  Joined
Trustco Bank in 1994.

Scot R. Salvador,  Age 37, Executive Vice President and Chief Banking              99,434                  *
Officer of TrustCo and Trustco Bank since  January  2004.  Officer of
Trustco Bank since 1996.  Joined Trustco Bank in 1995.

Nancy A.  McNamara,  Age 54, Vice President of TrustCo since 1992 and           1,191,710                 1.60
Senior Vice  President  of Trustco  Bank since 1988.  Joined  Trustco
Bank in 1971. Ms. McNamara has announced her  retirement,  which will
be effective May 2004.

Robert M.  Leonard,  Age 41,  Secretary  of TrustCo and Trustco  Bank              41,077                   *
since  2003.  Vice  President  of  Trustco  Bank since  2000.  Joined
Trustco Bank in 1986.


See footnotes on page 6.


TRUSTCO DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS AS A GROUP (11 INDIVIDUALS)
BENEFICIALLY OWN 6,836,504 SHARES OF COMMON STOCK, WHICH REPRESENT 8.74% OF THE
OUTSTANDING SHARES.



                                       5




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, except William D. Powers, who formed Powers,  Crane & Company,  LLC,
     in 2001  after  serving  as  Chairman  of the  New  York  Republican  State
     Committee for at least the previous 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 officers:  Anthony J. Marinello,  2,566 shares,
     Robert J.  McCormick,  7,656 shares and Robert M.  Leonard,  8,705  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 officers,  each of whom disclaims beneficial ownership of such
     securities:  Robert T. Cushing, 269,468 shares; Joseph A. Lucarelli, 23,805
     shares;  Anthony J. Marinello,  15,158 shares; Robert A. McCormick,  68,994
     shares; Robert J. McCormick, 4,160 shares; Nancy A. McNamara, 2,493 shares;
     and Robert M. Leonard,  146 shares.  Voting  authority  for 161,904  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 96,357 shares in trust at Trustco Bank
     for which Robert J.  McCormick is co-trustee.  Also includes  88,383 shares
     which are held by Trustco  Bank 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:  Barton A.  Andreoli,  30,580  shares;  Robert T. Cushing,  832,216
     shares;  Robert M.  Leonard,  16,800  shares,  Joseph A.  Lucarelli,  8,040
     shares; Anthony J. Marinello, 21,248 shares; Robert A. McCormick, 1,650,063
     shares;  Robert J. McCormick,  306,640 shares;  Nancy A. McNamara,  576,671
     shares;  William D. Powers, 13,726 shares; William J. Purdy, 17,223 shares,
     and Scot R. Salvador, 84,737 shares.

* Less than 1%.

Director Fees, Committees and Attendance

     TrustCo's  board held ten meetings  during 2003.  Each  director  currently
receives  for his  services  as  director a fee in the amount of $6,000 for each
meeting  attended of the TrustCo or Trustco Bank board of directors,  and $3,000
for each meeting  attended of any TrustCo or Trustco Bank  committee of which he
is a member. In addition,  under a consulting agreement with TrustCo,  Robert A.
McCormick  received  office space,  access to a company car, and club membership
similar to what he was  receiving  prior to his  retirement in 2002 as president
and chief executive  officer of TrustCo and Trustco Bank. None of the members of
TrustCo's board is an officer or employee of TrustCo or Trustco Bank, and all of
the directors  except for Mr.  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 Stock Market, Inc.

     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 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).

                                       6


     TrustCo's  Nominating  Committee  held  one  meeting  in  2003.  The  three
directors  who  served  on the  Nominating  Committee  in 2003  were  Robert  A.
McCormick (Chairman),  Barton A. Andreoli, and Joseph A. Lucarelli. The function
of the Nominating  Committee was to consider and recommend to TrustCo's board of
directors  nominees  for  election to the board.  Beginning  in  February  2004,
TrustCo's full board of directors assumed the responsibilities of the Nominating
Committee,  which has therefore been  disbanded.  Please refer to the discussion
under  "Director  Nomination  Policies" below for a description of the TrustCo's
policies and procedures relating to the nomination of directors.

     TrustCo  maintains a standing Audit Committee,  which held four meetings in
2003. The three directors currently serving on the Audit Committee are Barton A.
Andreoli  (Chairman),  William D. Powers,  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  particular  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 two  meetings  in 2003.  The three
directors  serving  on the  Compensation  Committee  were  Joseph  A.  Lucarelli
(Chairman),  Anthony J.  Marinello,  and William D. Powers.  The function of the
Compensation  Committee was to review general compensation  practices of Trustco
Bank and to  recommend  to the board of directors of Trustco Bank the salary and
benefits for Trustco Bank's executive officers.  The discussion under "Report on
Executive Compensation" contains 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 our directors  attended our 2003
Annual Meeting.


                                       7




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
upon  the  recommendation  of  TrustCo's  Nominating  Committee  prior  to  that
committee's termination.  The Nominating Committee's determination and decisions
with  respect to the  nominees  were made  before new  Securities  and  Exchange
Commission  and Nasdaq Stock Market rules  relating to the  nominations  process
took effect. The nominees,  however, 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 percentage  (five out of six, or
83%) of TrustCo's  directors are  independent  directors  under The Nasdaq Stock
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.  Consequently,  the  board  believes  TrustCo  and  its
shareholders  would be 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  will  maintain  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 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.  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.  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.

                                       8


TrustCo and Trustco Bank Executive Officer Compensation

     The  following  table sets forth,  for the fiscal year ended  December  31,
2003,  the  compensation  paid  to or  accrued  on  behalf  of the  most  highly
compensated  executive  officers  of  TrustCo  and  Trustco  Bank.  The value of
incidental  personal  benefits,  which  may  not  be  directly  related  to  job
performance,  has been included,  where applicable,  according to the Securities
and Exchange Commission  requirements.  Each of the executive officers described
in the following  table (with the  exception of Henry C.  Collins,  who resigned
from  TrustCo  during  2003)  has an  employment  agreement  and a  supplemental
retirement agreement described in subsequent pages. Scot R. Salvador was elected
an  executive  officer in January  2004,  and  therefore  his  compensation  and
benefits are not included in the table.




                           Summary Compensation Table
                                                                                                        Long Term
                                                                                                       Compensation
                           Annual Compensation Awards
                                                                                                       Securities
                                                                                      Other            Underlying        All Other
                                                                                      Annual            Options/      Compensa-tion
                                                  Salary           Bonus           Compensation           SARs              ($)
                                   Year            ($)            ($)(1)              ($)(2)             (#)(3)
-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------
Robert J. McCormick(4)
                                                                          
President & Chief                  2003            300,000        645,000             21,723                    --           --
Executive Officer,                 2002            300,000        645,000             26,076             150,000             --
TrustCo and Trustco                2001            236,425        170,530              5,533              52,900             --
Bank
-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------
-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------
Robert T. Cushing(5)
Executive Vice President,          2003            300,000        645,000             21,557                   --           --
& Chief Financial                  2002            300,000        645,000             23,424             100,000            --
Officer, TrustCo                   2001            340,000        680,000             24,966             105,800            --
and Trustco Bank
-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------
-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------
Nancy A. McNamara(6)
Vice President, TrustCo;           2003            300,000        645,000            27,340                    --           --
Senior Vice President,             2002            300,000        645,000            29,425              100,000            --
Trustco Bank                       2001            340,000        680,000            31,030              105,800            --
-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------
-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------
Henry C. Collins(7)
Former Secretary,                  2003            169,615             --             2,577                   --            --
TrustCo; former                    2002            172,000         20,640             3,246               15,000            --
Administrative Vice President     2001            165,000         19,800             2,805               15,870            --
& Secretary, Trustco
Bank
-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------


                                       9




  (1)Bonus amounts include  payments to senior executive  officers of TrustCo
     as short-term  incentive  compensation  pursuant to the  incentive  program
     described in greater  detail herein under the caption  "Report on Executive
     Compensation."
  (2)Includes amounts reimbursed by TrustCo for the payment of taxes pursuant
     to established benefit plans.
  (3)Stock  Option  data has been  adjusted  to reflect a 15% stock  split on
     November 13, 2001.
  (4)Robert J.  McCormick  became  President and Chief  Executive  Officer of
     Trustco Bank on November 1, 2002 and President and Chief Executive  Officer
     of TrustCo on January 1, 2004.
  (5)Mr.  Cushing was President,  Chief Executive Officer and Chief Financial
     Officer of TrustCo from November 1, 2002 until December 31, 2003 and became
     Executive Vice President and Chief Financial  Officer of TrustCo on January
     1, 2004.
  (6)Ms. McNamara has announced her retirement effective May 2004.
  (7)Mr. Collins resigned as of May 2003.


    Aggregated Option/SAR Exercises in Last Fiscal Year, and Fiscal Year-End
                                Option/SAR Values

     The following  table sets forth with respect to each of the named executive
officers   information   concerning   exercises  of  stock   options  and  stock
appreciation  rights  during the year ended  December 31,  2003,  as well as the
value of unexercised  options and stock  appreciation  rights as of December 31,
2003.  TrustCo  did not grant any stock  options  or stock  appreciation  rights
during 2003.



                                                                          Number of Securities
                                                                               Underlying
                                                                              Unexercised            Value of Unexercised
                                                                            Options/SARs at              In-the-Money
                                                                             FY-End (#)(2)             Options/SARs at
                                                                                                        FY-End ($)(3)
                                  Shares Acquired           Value             Exercisable/               Exercisable/
            Name                  On Exercise (#)      Realized($)(1)        Unexercisable              Unexercisable
------------------------------ ---------------------- ------------------ ----------------------- -----------------------------
                                                                                         
Robert J. McCormick(4)                 265,498            $ 1,547,853       306,640/111,160          $1,196,947/190,744
Robert T. Cushing                       53,826                349,141       832,216/102,320           4,667,372/223,088
Nancy A. McNamara                      160,909                738,572       576,671/102,320           2,536,094/223,088
Henry C. Collins                        56,165                 87,056             0/0                        0/0


  (1)The  amounts  shown reflect  pre-tax gain and  represent the  difference
     between the stock option  exercise  price and the market value of the stock
     on the date of exercise.
  (2)The number of exercisable  options shown includes options exercisable on
     December 31, 2003 or within 60 days of that date.
  (3)The  amounts  shown  reflect  pre-tax  gain.  The  value of  unexercised
     in-the-money  options and SARs is based on the December  31, 2003,  closing
     price for TrustCo common stock of $13.15.
  (4)Shares  acquired with respect to Mr.  McCormick  include shares acquired
     upon exercise of options previously held in a trust for his benefit.


                                       10





TrustCo Retirement Plans

     Trustco Bank has a defined benefit retirement 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.  In addition,  TrustCo has a supplemental retirement
plan, which is an actuarial plan, under which additional retirement benefits are
accrued for eligible executive officers. Under the supplemental retirement plan,
the  amount  of   supplemental   retirement   benefits   is  based  upon  annual
contributions  that are  actuarially  calculated  to achieve a benefit at normal
retirement that  approximates  the differences  between (i) the total retirement
benefit the participant would have received under the defined benefit 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  defined  benefit  retirement  plan at normal
retirement. The supplemental retirement plan provides benefits based on years of
service  to a  maximum  of 40  years.  The  supplemental  account  balance  of a
participant on any valuation date may not exceed $7,000,000.

     The following  table shows the approximate  retirement  benefits that would
have been payable in 2003 to salaried employees,  under both the defined benefit
retirement plan and the  supplemental  retirement plan,  assuming  retirement of
such person at age 65 and  payment of  benefits  in the form of a life  annuity.
Earnings used in calculating  benefits under these plans are approximately equal
to cash  amounts  reflected  as salary  plus bonus in the  Summary  Compensation
Table.  These plans  permit  service and earnings to continue to be credited for
employment  after age 65. The benefits set forth in the  following  table are in
addition to those that may be received as Social Security benefits. The years of
service at normal  retirement  age 65 for the  executive  officers  named in the
Summary Compensation Table would be as follows:  Robert J. McCormick,  33 years,
Robert T. Cushing, 27 years; and Nancy A. McNamara, 43 years.



                                                           Pension Plan Table
                          -----------------------------------------------------------------------------------------
                                                   Annual Benefits for Years of Service
                          -----------------------------------------------------------------------------------------
       Remuneration                         10                    20                   30                    40
-------------------------------------------------------------------------------------------------------------------
                                                                                            
            $200,000                     $35,700                $73,000              $111,500              $151,100
             300,000                      55,700                112,000               170,500               230,100
             400,000                      75,700                151,300               229,500               309,200
             500,000                      95,700                191,300               289,200               389,200
             600,000                     115,700                231,300               349,200               469,200
             700,000                     135,700                271,300               409,200               549,200
             800,000                     155,700                311,300               469,200               629,200
             900,000                     175,700                351,300               529,200               709,200
           1,000,000                     195,700                391,300               589,200               789,200
           1,100,000                     215,700                431,300               649,200               869,200
           1,200,000                     235,700                471,300               709,200               949,200




                                       11



     Generally, an employee who has attained age 55 and has ten years of service
has the  right to elect  to  immediately  begin  receiving  adjusted  retirement
benefits less than those indicated in the table upon any separation from service
with  Trustco  Bank.  The Internal  Revenue  Code places a maximum  limit on the
benefits that can be provided under qualified  retirement  plans such as Trustco
Bank's defined benefit  retirement  plan. For 2003, the annual Internal  Revenue
Code limit for a  straight-life  annuity  benefit at normal  retirement  age was
$160,000,  which amount is actuarially  reduced for  participants who retire and
begin receiving benefits early.

     Trustco  Bank's  supplemental  retirement  plan provides that  supplemental
benefits  will be paid in a single  lump  sum to a  participant  who  terminates
employment for reasons other than  retirement on or after his normal  retirement
date. A participant who retires on or after his normal retirement date may elect
to be paid the  supplemental  benefits  upon  separation of service from Trustco
Bank in one of the benefit forms provided under the defined  benefit  retirement
plan or in a single lump sum or installments over a five-year period. Also under
the supplemental  retirement plan,  Trustco Bank, in its discretion,  may at any
time  elect  to make a lump sum  distribution  of a  participant's  supplemental
benefit.  The  amount  of this  single  payment  is equal  to the  participant's
supplemental account balance under the plan.

     The  supplemental  retirement  plan is unfunded for tax purposes.  However,
Trustco Bank has established an irrevocable  trust to fund its obligations under
these and other executive  compensation plans.  Trustco Bank is required to make
annual  contributions  to the trust,  although  the  assets of the trust  remain
subject to Trustco Bank's general creditors in the event of insolvency.

Employment Contracts and Termination of Employment Arrangements

     TrustCo and Trustco  Bank have  entered  into  employment  agreements  with
Robert J. McCormick, Robert T. Cushing, Scot R. Salvador, and Nancy A. McNamara.
In  addition,  TrustCo and Trustco  Bank have  continued  obligations  under the
employment agreement with Robert A. McCormick.

          Executive Officers' Employment Agreements

     The executive  officers'  employment  agreements  provide that their annual
compensation  will be their  annual base salary plus their  executive  incentive
bonus as they are  negotiated  with  TrustCo and Trustco  Bank.  The annual base
salary may not be less than their annual base salary for the preceding  calendar
year  (except  in the  initial  year of the  agreement),  and the  officers  are
entitled to participate  fully in any  disability,  death  benefit,  retirement,
executive  incentive  compensation,  or pension  plans  maintained by TrustCo or
Trustco Bank. However, as described in greater detail under "Report on Executive
Compensation,"  they have ceased to be eligible  to  participate  in the Trustco
Bank Profit Sharing Plan in  consideration  of the potential  benefits under the
TrustCo  Executive  Officer  Incentive  Plan described  above.  In the event the
employment of any executive  officer is terminated within twelve months prior to
or two years after a change in 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 or her then-current  annual  compensation,  to be
paid in a single lump sum within ten days of termination.  Upon the announcement
of a change in control, an officer may notify TrustCo and Trustco Bank of his or
her intent to terminate  employment  as of the date of the change in control and
will then  receive  termination  benefits  no later than  fifteen  days prior to
consummation of the change in control. The officers are also entitled to the pro
rata portion of their 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 agreements also provide for a gross-up payment
in the event that the amounts payable to them upon their  termination  under the
employment  agreement  or any other  agreement  are  subject  to the  excise tax
imposed by Section 4999 of the Internal Revenue Code.

                                       12


     Upon termination of employment due to retirement or disability,  TrustCo or
Trustco Bank must provide to each executive  officer and his or her spouse,  for
the rest of their lives, the same health insurance  benefits provided by TrustCo
and Trustco Bank under their medical insurance plan prior to their  termination.
TrustCo and Trustco  Bank will also provide to them for their life the same life
insurance  benefits provided to retirees by TrustCo and Trustco Bank under their
life insurance plan.

     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.  Notwithstanding  the  foregoing,  the parties to the
employment agreements have agreed that their ineligibility to participate in the
Trustco Bank Profit Sharing Plan will not effect a termination of the employment
agreement.

     McCormick Employment Agreement

     Although  Robert A.  McCormick  is no  longer an  officer  or  employee  of
TrustCo, he would be entitled to certain payments under his employment agreement
in the event a change in  control  of  TrustCo  occurs  within  two years of Mr.
McCormick's  November 1, 2002 retirement  date. In such an event,  Mr. McCormick
would  be  entitled  to  receive  an  amount  equal  to 2.99  times  his  annual
compensation,  to be paid in a single lump sum. Mr.  McCormick's  agreement also
provides  for a gross-up  payment in the event that the  amounts  payable to him
under the agreement or any other agreement are subject to the excise tax imposed
by Section 4999 of the Internal Revenue Code.

     Also under Mr.  McCormick's  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.  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.


                                       13




General Provisions

     In  addition  to  termination  payments  under a change  of  control,  each
employment agreement provides for (under certain  circumstances) (a) the payment
in full of each employee's compensation due, including retirement,  pension, and
profit sharing plans,  through the  termination  date, (b) the  continuation  of
health insurance  benefits for the longer of the executive's life or the life of
his spouse and group life insurance benefits for the executive,  (c) the cost of
any legal expenses as a result of such termination,  and (d) the transfer of the
executive's company car (at book value) and country club membership.

Performance Bonus Plan

     Under the TrustCo  Bank Corp NY  Performance  Bonus Plan,  officers and key
employees of TrustCo and its  subsidiaries 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 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 or 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 of control.  A participant  who terminates  employment on or after age 65
and who continues to serve as a director will remain a participant  in the plan.
In 1997,  Robert A. McCormick was awarded 1,399,205 units, and Robert T. Cushing
and Nancy A.  McNamara  were each awarded  524,702  units,  all at a stock-split
adjusted  base  price of $5.95 per unit.  Effective  January  1, 2003  Robert J.
McCormick was awarded  524,702 units at a base price of $10.78 per unit. Scot R.
Salvador was awarded 524,702 units effective  January 1, 2004 at a base price of
$13.15.

Report on Executive Compensation

     The  Compensation  Committee  of Trustco Bank was  responsible  in 2003 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.
Each of TrustCo's current executive  officers named in the Summary  Compensation
Table has an employment  agreement with each of TrustCo and Trustco Bank.  These
employment agreements were described above.

     The  Compensation  Committee of the board of directors of Trustco Bank, the
present  members  of which  are  Joseph  A.  Lucarelli  (Chairman),  Anthony  J.
Marinello,  and  William  D.  Powers  (none of whom was an officer of TrustCo or
Trustco  Bank  during  2003),   furnished  the  following  report  on  executive
compensation  to the board of directors of Trustco Bank,  which has been adopted
by TrustCo's board of directors for the year ended December 31, 2003.

     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
Chief Executive Officer and senior management with those of its shareholders. It
continues to be the purpose and intent of the Compensation Committee to design a
compensation program that reflects the standards of performance of Trustco Bank,
with particular emphasis on setting goals tied to return on shareholders' equity
previously defined by the board of directors of Trustco Bank.

                                       14


     The  function  of the  Compensation  Committee  is to  review  the  general
compensation structure for the senior executive officers of Trustco Bank (Robert
J. McCormick, Robert T. Cushing; Scot R. Salvador; and Nancy A. McNamara) and to
recommend  to the board of  directors of Trustco Bank the salary and benefits of
such senior executive officers. The components of executive compensation for the
senior  executive  officers  include  salary,  bonus,  stock  options,  and cash
payments under the defined benefit retirement plan, the supplemental  retirement
plans,  and  TrustCo's   Executive  Officer  Incentive  Plan.  The  Compensation
Committee  evaluates  individual  performance  and  corporate  profitability  to
determine the level of any compensation  adjustment to take effect as of January
of the following year. The Compensation Committee also identifies persons within
Trustco  Bank  eligible  to  participate  in the  two  incentive  plans  and the
supplemental retirement plan.

     The Compensation  Committee met two times during the year, April, 2003, and
December,  2003. 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,  although elements of corporate performance upon which compensation
decisions  are  made  may  vary  from  year  to year  in the  discretion  of the
Compensation  Committee  and  among  executive  officers.  In  making  any  such
determination,  the  Compensation  Committee  will  consider a number of factors
including,  among  others,  TrustCo's  and  Trustco  Bank's  return  on  equity,
attainment of net income goals and total asset  targets,  overall  profitability
from  year  to  year,  banking  experience  of  individual  officers,  scope  of
responsibility  within the overall  organization,  performance,  and  particular
contributions  to TrustCo  and Trustco  Bank during the course of the year,  and
other relevant  factors,  including  involvement  in community  matters that may
better position the  organization to serve the immediate needs of Trustco Bank's
market.  The  Compensation  Committee  uses broad  discretion  when  determining
compensation levels and considers all of the above criteria.  It does not assign
a specific weight to any of these factors when  establishing  salary and benefit
levels.

     The Compensation  Committee may also consider compensation programs offered
to executives  performing similar duties for competing  depository  institutions
and  their  holding  companies,   with  a  particular  focus  on  the  level  of
compensation paid by comparable institutions.  To assist in this evaluation,  an
industry  group of  twenty  regional  bank  holding  companies,  which  group is
comprised  of the  institutions  that  constitute  the SNL  Financial  LC  Super
Regional  Bank  Index,  was  identified  by  the   Compensation   Committee  for
performance and  compensation  comparisons.  While Trustco Bank is comparatively
smaller in terms of total asset size than some  members of this peer group,  the
Compensation  Committee believes that Trustco Bank compares favorably with these
institutions  in  terms  of  overall  corporate  performance.  The  Compensation
Committee  further takes into  consideration  what it considers to be the unique
size of TrustCo's  executive group as compared to other financial  institutions.
Trustco Bank and TrustCo currently operate with four executive officers, whereas
many institutions in this peer group have a larger pool of executive officers.


                                       15




     Pursuant to the policies  regarding salaries and benefits described in this
report,  the  Compensation   Committee  recommended  no  change  to  the  annual
compensation of $300,000 for Robert J. McCormick,  Robert T. Cushing,  and Nancy
A. McNamara.

     It was recommended by the Compensation  Committee and approved by the board
that Robert J.  McCormick  be named  President  and Chief  Executive  Officer of
TrustCo and Trustco Bank;  Robert T. Cushing be named  Executive  Vice President
and Chief Regulatory and Financial Officer of TrustCo and Trustco Bank; and Scot
R. Salvador be named  Executive  Vice  President  and Chief  Banking  Officer of
TrustCo and Trustco Bank.

     The Compensation Committee continues to believe that Trustco Bank is better
able to attract,  retain,  and motivate Trustco Bank's senior executive officers
to achieve  superior  performance  if a  relatively  large  percentage  of their
compensation  is at risk. In other words,  Trustco Bank's  compensation  for its
senior executive  officers is designed with an objective of providing less total
compensation when TrustCo's performance is poorer than a peer group of companies
(currently,  the companies  comprising  the SNL Financial LC Super Regional Bank
Index),  and providing  superior total compensation when performance is superior
to that of the peer group.

     In evaluating corporate performance for purposes of establishing short-term
incentive  compensation awards for senior executive officers under the Executive
Officer  Incentive  Plan,  the  Compensation   Committee   evaluated   TrustCo's
performance  as  compared  with  TrustCo's  profit  plan for the year,  and also
evaluated  financial  results  (generally return on equity) as compared with the
index for the current year. In the opinion of the Compensation Committee, return
on equity is the most  significant  measure of  performance  of TrustCo  and its
relative   importance  to  shareholders.   Therefore,   the  target  pools  were
established to provide senior  executive  officers with an incentive to increase
return on equity  performance.  The  Compensation  Committee then  established a
percentage of target pool to be paid as short-term incentive  compensation under
the Executive  Officer  Incentive Plan. The target pool payment would be made to
senior  executive  officers based on TrustCo's  return on average equity for the
year.  The range of target returns on average equity was from 14%, which equates
to a 40% payout of base  compensation,  to 20% return on average  equity,  which
equates to a 125% payout of base compensation.  The incentive plan provides a 15
basis point  increase in bonus  payout for each 1% increase in return on average
equity  beyond  20%.  Senior  executive  officers  would  receive  no  incentive
compensation  award for return on average  equity  below 14%.  Return on average
equity in 2003 was 26.21%

     In  consideration  of the  potential  benefits  payable under the incentive
program  described  above,   senior  executive  officers  are  not  eligible  to
participate in Trustco Bank's Profit Sharing Plan.

     The  Compensation   Committee's   actions   concerning   compensation  were
ultimately   judgments  based  upon  the  committee's   ongoing  assessment  and
understanding of TrustCo and its senior executive  officers,  performance of its
senior  executive  officers,  and  whether  or not cash  payments  or  incentive
payments would provide an appropriate award or incentive to the senior executive
officers' contribution to TrustCo's past and future performance.


                                       16



                  COMPENSATION COMMITTEE:   Joseph A. Lucarelli, Chairman
                                            Anthony J. Marinello
                                            William D. Powers
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
three  directors,  each of whom is  independent  under listing  standards of The
Nasdaq Stock Market. Additionally,  each member of the Audit Committee satisfies
the  "financial  sophistication"  requirement  also set  forth in those  listing
standards.  In addition,  to assist in the performance of its duties,  the Audit
Committee retained Marvin & Co., 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 Audit  Committee  charter,  as approved by
TrustCo's  board of directors  on February  17, 2004,  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,  2003,  and 2002,  and fees
billed for other services provided by KPMG during 2003 and 2002.


                                                2003               2002
                                                ----               ----
         Audit fees                          $ 212,000          $ 218,300
         Audit related fees(1)                  28,000             37,500
                                            -----------        -----------
               Audit and audit related fees    240,000            255,800
         Tax fees(2)                           285,265            199,965
         All Other Fees(3)                       ---               17,500
                                          --------------       -----------
               Total fees                    $ 525,265          $ 473,265
                                             =========           =========

(1)  Audit  related  fees  consisted  of fees for audits of certain  employee
     benefit plan  financial  statements and fees for an audit of Trustco Bank's
     collateral  maintenance levels as required by the Federal Home Loan Bank of
     New York. In 2002,  audit related fees  consisted  principally  of fees for
     audits of  certain  employee  benefit  plan  financial  statements  and due
     diligence services.
(2)  Tax  fees  consisted  of fees for tax  consultation  and tax  compliance
     services.
(3)  In  2002,  all other  fees  consisted  of fees for risk  management  and
     compliance   program   assistance   provided  in  response  to   regulatory
     examination comments.

     The Audit Committee preapproves all audit and nonaudit services provided by
the Company's  independent  accountants.  As such, all of the services described
above were approved by the Audit Committee.

                                       17


Report of the Audit Committee

     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 its internal auditors.

     In connection  with these  responsibilities,  the Audit  Committee met with
management  and  KPMG  to  review  and  discuss  TrustCo's   December  31,  2003
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, 2003 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,  2003,  to be filed
with the Securities and Exchange Commission.

                  AUDIT COMMITTEE:  Barton A. Andreoli, Chairman
                                    William D. Powers
                                    William J. Purdy
Share Investment Performance

     The following graphs show changes over five-year and  fifteen-year  periods
in the value of $100 invested in: (1) TrustCo's common stock; (2) the Standard &
Poor's  500 index;  and (3) an  industry  group of twenty  other  regional  bank
holding  companies  compiled by SNL Financial LC, called the Super Regional Bank
Index. The fifteen-year  period is presented in addition to the five-year period
required  by the S.E.C.  because it  provides  additional  perspective.  TrustCo
management  believes that longer term  performance  is of greater  importance to
TrustCo  shareholders.  The banks  comprising the Super Regional Bank Index are:
AmSouth Bancorp, BB&T Corp., Comerica Inc., Fifth Third Bancorp, First Tennessee
National Corp.,  Huntington Bancshares Inc., KeyCorp, M&T Bank Corp., Marshall &
Ilsley  Corporation,  National City Corp., PNC Financial  Services Group,  Inc.,
Popular Inc., Regions Financial Corp.,  SouthTrust Corp.,  SunTrust Banks, Inc.,
Union Planters Corp., U.S. Bancorp, Wachovia Corp., Wells Fargo & Co., and Zions
Bancorp. The year-end pre-tax values of each investment are based on share price
appreciation  plus dividends paid, with cash dividends  reinvested the date they
were paid.

                                       18


                  COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN*
                  AMONG TRUSTCO BANK CORP NY, THE S&P 500 INDEX
                       AND THE SUPER REGIONAL BANKS INDEX





                              (chart omitted)










                                                                    Period Ending
                                         ---------------------------------------------------------------------
          Index                             12/31/98   12/31/99    12/31/00   12/31/01    12/31/02   12/31/03
          ----------------------------------------------------------------------------------------------------
                                                                                     
          TrustCo Bank Corp NY                100.00      91.92      102.15     127.25      114.49     146.90
          S&P 500*                            100.00     121.11      110.34      97.32       75.75      97.40
          SNL Super Regional Bank Index       100.00      81.62      101.93      99.00      102.07     131.07






                 COMPARISON OF 15-YEAR CUMULATIVE TOTAL RETURN*
                  AMONG TRUSTCO BANK COPR NY, THE S&P 500 INDEX
                       AND THE SUPER REGIONAL BANKS INDEX





                             (chart omitted)










                                                                              Period Ending
                               ------------------------------------------------------------------------------------------------
Index                           1988  1989  1990  1991 1992  1993  1994  1995 1996  1997  1998  1999 2000  2001   2002   2003
-------------------------------------------------------------------------------------------------------------------------------
                                                                          
TrustCo Bank Corp NY              100   122   116  180   235   330   340  469   548   842  1108 1019  1132  1410   1269   1628
S&P 500*                          100   131   127  166   179   196   199  274   338   451   581  704   641   566    440    566
SNL Super Regional Bank Index     100   129   105  176   226   236   223  348   482   700   755  616   769   747    771    989

*Source: CRSP, Center for Research in Security  Prices,  Graduate  School of Business, The University of Chicago 2004. Used with
permission.  All rights reserved.  crsp.com.  SNL Financial LC  (C) 2004



                                       19





Information Regarding TrustCo Equity Compensation Plans

     The following is summary information regarding TrustCo's compensation plans
under which securities are authorized for issuance.



------------------------------------------------------------------------------------------------------------------------
                                         Equity Compensation Plan Information
------------------------------------------------------------------------------------------------------------------------
------------------------------- ---------------------------- ---------------------------- ------------------------------

                                                                                              Number of securities
                                                                                             remaining available for
                                Number of securities to be                                future issuance under equity
                                  issued upon exercise of     Weighted-average exercise        compensation plans
                                   outstanding options,         price of outstanding          (excluding securities
                                    warrants and rights         options, warrants and       reflected in column (a))
                                            (a)                        rights                          (c)
        Plan category                                                    (b)
------------------------------- ---------------------------- ---------------------------- ------------------------------
------------------------------- ---------------------------- ---------------------------- ------------------------------

                                                                                               
Equity compensation plans                  4,940,202                    $8.97                           270,033
approved by security holders
------------------------------- ---------------------------- ---------------------------- ------------------------------
------------------------------- ---------------------------- ---------------------------- ------------------------------

Equity compensation plans not                    ---                      ---                               ---
approved by security holders
------------------------------- ---------------------------- ---------------------------- ------------------------------
------------------------------- ---------------------------- ---------------------------- ------------------------------
                                           4,940,202                    $8.97                           270,033
Total
------------------------------- ---------------------------- ---------------------------- ------------------------------



Vote Required and Recommendation

     The two  nominees for election to the TrustCo  board for  three-year  terms
expiring at the 2007 Annual  Meeting of  Shareholders  who receive the  greatest
number of votes will be elected to the board,  as will the nominee for  election
to the TrustCo board for a one-year term expiring at the 2005 Annual  Meeting of
Shareholders  who  receives  the  greatest  number of votes.  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.  Adoption of 2004 TrustCo Bank Corp NY Directors Stock Option Plan

     The second  item to be acted upon at the  Annual  Meeting is a proposal  to
adopt the 2004  TrustCo  Bank Corp NY  Directors  Stock  Option  Plan (the "2004
Directors  Stock Option Plan") which will provide for the grant of stock options
with respect to an  aggregate of 200,000  shares of TrustCo  Common  Stock.  The
shares of common  stock to be  acquired  upon  exercise of options may be either
authorized  but  unissued  shares  or  treasury  shares.  The  TrustCo  board of
directors,  at its meeting on February  17, 2004,  approved the 2004  Directors'
Stock  Option Plan,  conditioned  upon  shareholder  approval of the plan at the
Annual  Meeting.  As of March 1, 2004, the market value of the 200,000 shares of
TrustCo  common stock  available  for issuance  under the 2004  Directors  Stock
Option Plan would have been $2,714,000.

                                       20


     The  purpose of the 2004  Directors  Stock  Option  Plan is to advance  the
interest of  TrustCo's  shareholders  and TrustCo by  encouraging  directors  to
acquire a larger  ownership in TrustCo.  The 2004 Directors Stock Option Plan is
intended to replace the TrustCo  Bank Corp NY 1993  Directors  Stock Option Plan
(the "1993 Directors Stock Option Plan"),  which was originally  adopted in 1993
and expired by its terms in 2003. Options granted under the 1993 Directors Stock
Option Plan prior to its expiration will continue to be exercisable.

     A copy of the 2004  Directors  Stock  Option  Plan is  attached  hereto  as
Appendix C. The following is a brief description of the material features of the
plan:

Administration

     The 2004 Directors  Stock Option Plan will be  administered  by a committee
composed of three or more members of TrustCo's  board of directors  appointed by
the board as the board's Compensation  Committee. A member of the committee will
be eligible to be granted  options  under the 2004  Directors  Stock Option Plan
while a member of the committee.

     Subject to review by the board,  the committee  has exclusive  jurisdiction
(i) to determine the dates on which, or the time periods during which, an option
may be exercised and (ii) to prescribe the form of the instrument evidencing any
options granted under the 2004 Directors Stock Option Plan.

Participants

     Under the 2004 Directors Stock Option Plan, options to acquire 2,000 shares
of TrustCo  common stock will be granted once each  calendar year to each person
who is then a director of TrustCo. The board or committee may make discretionary
grants of options in  recognition  of services  provided by a director in his or
her capacity as a director,  provided  such grants are exempt from Section 16(b)
of the  Securities  Exchange Act of 1934.  If,  however,  it is determined  that
TrustCo is in  possession  of material  non-public  information  concerning  its
affairs, such grant shall be delayed until the third day on which trading occurs
following the public  dissemination  of such information or the date of an event
which renders such  information  immaterial.  The following table summarizes the
benefits available under the 2004 Directors Stock Option Plan.


                                       21













         ------------------------------------------------------------------------------------------------------
                                                   NEW PLAN BENEFITS
                                 2004 TrustCo Bank Corp NY Directors Stock Option Plan
         ------------------------------------------------------------------------------------------------------
         ------------------------------------------ -------------------------------- --------------------------
                         Position                          Dollar Value ($)               Number of Units
         ------------------------------------------ -------------------------------- --------------------------
         ------------------------------------------ -------------------------------- --------------------------
         Executive  officers of TrustCo or Trustco                N/A                           ---
         Bank, as a group(1)
         ------------------------------------------ -------------------------------- --------------------------
         ------------------------------------------ -------------------------------- --------------------------
         TrustCo  directors  who are not executive
                                                                                           
         officers of TrustCo or Trustco  Bank,  as                N/A                         200,000
         a group
         ------------------------------------------ -------------------------------- --------------------------
         ------------------------------------------ -------------------------------- --------------------------
         All   employees  who  are  not  executive
         officers of TrustCo or Trustco  Bank,  as                N/A                           ---
         a group
         ------------------------------------------ -------------------------------- --------------------------


  (1)Executive  officers  of TrustCo or Trustco  Bank are all of the  persons
     named in the Summary  Compensation  Table and,  commencing in 2004, Scot R.
     Salvador.

Stock Subject to the 2004 Directors' Stock Option Plan

     The 2004  Directors  Stock  Option Plan  provides  that the total number of
shares of TrustCo  common stock  available for grants of stock options under the
plan is 200,000  shares,  which may be either  authorized but unissued shares or
treasury  shares and which will be subject to  adjustment  for stock  dividends,
stock splits and other  changes in  capitalization.  If any  outstanding  option
expires or is terminated,  the shares of TrustCo  common stock  allocable to the
unexercised portion of that option may again be made subject to option under the
2004 Directors Stock Option Plan.

Option Price

     The exercise price of an option must be the fair market value of a share of
TrustCo common stock on the grant date.

Option Period

     Each  option  granted  under  the 2004  Directors  Stock  Option  Plan will
terminate  ten years after the  option's  grant  date,  although  the  committee
administering  the plan may impose further  limitations on  exercisability.  The
option  will  expire 18 months  after  termination  of  director  status if such
termination  is due to death or is for  reasons  other than total and  permanent
disability.  If  termination  of director  status was due to total and permanent
disability,  the option will expire at its normal  expiration date. If an option
holder dies after  ceasing to serve as a director  but within the period  during
which he or she could have exercised the option,  the option may be exercised by
the executors or  administrators of the option holder's estate or by persons who
acquired the option by bequest or inheritance, within a period prescribed by the
committee administering the plan. No option, however, may be exercised after its
expiration date.


                                       22


Modification, Extension and Renewal of Options

     The  committee  administering  the 2004  Directors  Stock  Option  Plan may
modify, extend or renew outstanding options granted under the plan or accept the
surrender of outstanding  options and grant new options in substitution  for the
surrendered  options.  In this  regard,  the  committee  may  grant to an option
holder,  if he or she is  otherwise  eligible  and  consents,  a new or modified
option in lieu of an outstanding  option for a number of shares,  at an exercise
price and for a term that are greater or lesser  than under the earlier  option,
or may do so by cancellation and regrant, amendment,  substitution or otherwise,
subject only to the general  limitations  and  conditions of the 2004  Directors
Stock Option Plan. No  modification  of an option may alter or impair any rights
or obligations  under any  previously  granted option without the consent of the
option holder.

Transferability

     No  option  granted  under  the 2004  Directors  Stock  Option  Plan may be
assigned or  transferred  by an option  holder other than by will or the laws of
descent and distribution, and during the lifetime of an option holder the option
may be exercised only by that option holder.

Rights as a Shareholder

     An option  holder  will have no rights as a  shareholder  of  TrustCo  with
respect  to any shares  covered  by his or her  option  until the date the stock
certificate is issued evidencing ownership of the shares.

Method of Exercise

     A person electing to exercise an option must give written notice to TrustCo
of such  election  and of the number of shares he or she has elected to purchase
and must tender the full  purchase  price of the shares he or she has elected to
purchase.  The  purchase  price may be paid in cash or, with the approval of the
committee,  through the tender of previously  acquired  shares of TrustCo common
stock or via the  simultaneous  exercise of stock  options and sale of the stock
acquired upon that exercise.  No manner of exercise will be permitted,  however,
if TrustCo  concludes that the exercise would  reasonably be expected to violate
the Sarbanes-Oxley Act.

Changes in Capitalization

     If TrustCo's  common  stock is changed  into or  exchanged  for a different
number or kind of shares of stock or other  securities  of TrustCo or of another
corporation (due to a merger or consolidation,  recapitalization, stock dividend
or stock  split or  otherwise)  or if the number of shares of  TrustCo  stock is
increased through the payment of a stock dividend, there will be a corresponding
adjustment to the number of shares  subject to the 2004  Directors  Stock Option
Plan, the annual award amount,  the number of shares subject to any  outstanding
option and the exercise price of any outstanding stock option.

     If TrustCo is a party to a merger or  consolidation  in which it is not the
surviving corporation,  or if TrustCo dissolves or liquidates,  each outstanding
option will terminate, except to the extent that another corporation assumes the
option  or  substitutes  its own  option.  In  either  event,  the  board or the
committee administering the plan may accelerate the time within which the option
may be exercised.

                                       23


Amendment and Termination

     The board may terminate,  amend, modify or suspend the 2004 Directors Stock
Option Plan at any time,  although  shareholder  approval  is  required  for any
amendment or  modification  that would (i) increase the maximum number of shares
for which  options  may be  granted;  (ii)  alter the method by which the option
price is  determined;  (iii) extend any option for a period longer than 10 years
after  the  option's  grant  date;  (iv)   materially   modify  the  eligibility
requirements  for  participation  in the plan; or (v) amend more than once every
six  months  provisions  of the plan  addressing  matters  such as the number of
options  granted  annually  and their  price  and  exercisability.  Further,  no
amendment,  modification,  suspension or termination of the 2004 Directors Stock
Option Plan may affect  previously  granted  options  without the consent of the
option holder.

Listing and Registration of Shares

     No  option  granted  under  the 2004  Directors  Stock  Option  Plan may be
exercised if TrustCo's board or the committee  administering the plan determines
that the listing,  registration or qualification of the shares of TrustCo common
stock  subject to such option is  necessary  or  desirable,  unless the listing,
registration  or  qualification  has  been  effected  or  obtained  free  of any
conditions not acceptable to the board.  If a registration  statement  under the
Securities Act of 1933 with respect to the shares  issuable upon exercise of any
option  granted under the 2004  Directors  Stock Option Plan is not in effect at
the time of exercise, the person exercising the option must give the committee a
written  statement  that he or she is  acquiring  the  shares for his or her own
account for  investment and not with a view to their  distribution.  TrustCo may
place upon any stock certificate for shares issuable upon exercise of the option
a legend to prevent disposition of the shares in violation of the Securities Act
of 1933 or other applicable law.

Federal Income Tax Consequences of the Plan

     The  options  issued  under the 2004  Directors  Stock  Option Plan will be
non-qualified  stock options for purposes of the Internal  Revenue Code of 1986.
Upon exercise of a  non-qualified  stock  option,  an option holder will realize
income in the year of exercise  equal to the  difference  between  the  exercise
price and the value of the shares  acquired,  and  TrustCo  may deduct an amount
equal to the income recognized by the participant.

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 approve the 2004  Directors
Stock Option Plan.  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.

                                       24



     The TrustCo board believes the 2004 Directors  Stock Option Plan will be in
the best interests of the TrustCo shareholders.

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

Item 3.  Adoption of 2004 TrustCo Bank Corp NY Stock Option Plan

     The third  item to be acted upon at the  Annual  Meeting  is a proposal  to
adopt the 2004  TrustCo  Bank Corp NY Stock  Option Plan (the "2004 Stock Option
Plan"), which will provide for the grant of stock options, or stock appreciation
rights,  with  respect to an aggregate  of  2,000,000  shares of TrustCo  common
stock.  The shares of common  stock to be acquired  upon the exercise of options
may be either  authorized but unissued  shares or treasury  shares.  The TrustCo
board of directors, at its meeting on February 17, 2004, approved the 2004 Stock
Option  Plan  contingent  upon  shareholder  approval  of the plan at the Annual
Meeting.  As of March 1,  2004,  the  market  value of the  2,000,000  shares of
TrustCo  common stock  available  for issuance  under the 2004 Stock Option Plan
would have been $27,140,000.

     The purpose of the 2004 Stock Option Plan is to assist TrustCo in obtaining
and maintaining its executive force at the most efficient  level. The 2004 Stock
Option Plan is intended to replace the Amended and  Restated  1995  TrustCo Bank
Corp NY Stock Option Plan (the "1995 Stock Option  Plan"),  which will expire by
its terms in 2005. Options granted under the 1995 Stock Option Plan prior to its
expiration  will  continue to be  exercisable  even after the  expiration of the
plan. As of March 1, 2004, there were 270,033 shares for which grants of options
under the 1995 Stock Option Plan have not been made.

     A copy of the 2004 Stock Option Plan is attached  hereto as Appendix D. The
following is a brief description of the material features of the plan:

Administration

     The 2004 Stock Option Plan will be administered by a committee,  which will
be appointed from time to time by TrustCo's  board and will be composed of three
or more members of the TrustCo  board who were not  eligible to receive  options
under the 2004 Stock  Option Plan within the year  immediately  preceding  their
appointment  to the  committee.  The  board  anticipates  that the  Compensation
Committee will be charged with administration of the 2004 Stock Option Plan. The
committee will select the employees  eligible to receive stock options and stock
appreciation  rights  pursuant to the 2004 Stock  Option  Plan,  grant the stock
options and stock  appreciation  rights,  determine  when the stock  options and
stock  appreciation  rights  will be  granted,  the  number of shares of TrustCo
common stock to be granted to any individual,  the option price and term of each
stock option and all of the other terms and  conditions of each stock option and
stock appreciation right granted.

     The terms and  conditions  of stock options and stock  appreciation  rights
granted under the 2004 Stock Option Plan will be reflected in individual  option
agreements that may not be changed after execution except to the extent that the
agreement may by its terms be so amended.  The committee also will be authorized
to  determine,  for  purposes of the 2004 Stock  Option  Plan,  the duration and
purpose of any leave of absence  that may be  granted  to an  eligible  employee
without  constituting  a termination  of employment  and whether  TrustCo common
stock  previously  acquired by a participant may be used in payment of an option
price or  whether  TrustCo  will  permit  payment of such  option  price via the
simultaneous  exercise of stock  options and sale of the  TrustCo  common  stock
acquired  pursuant  thereto.  No committee member or other member of the TrustCo
board  may  participate  in a  decision  to  award  any  stock  option  or stock
appreciation  right under the 2004 Stock Option Plan to himself or herself.  The
committee  will have the full authority to interpret and regulate the 2004 Stock
Option Plan and to establish,  amend and rescind rules and regulations  relating
to the  operation  of the 2004 Stock  Option  Plan.  All  determinations  by the
committee will be conclusive. TrustCo's board, however, will retain the right to
terminate any and all powers  delegated to the committee by written  resolution,
in which event all powers of the committee will revert to the board.

                                       25


Participants

     Stock  options and stock  appreciation  rights may be granted to any person
who, at the time of the grant, is a full-time,  salaried  executive or other key
managerial  employee of TrustCo or a participating  subsidiary.  The individuals
and number of  persons  who may be  selected  to  participate  in the 2004 Stock
Option Plan in the future is at the  discretion of the  committee  administering
the plan and therefore are not determinable at this time.  Likewise,  the number
of stock  options and stock  appreciation  rights that will be granted,  or that
would have been granted during the last completed  fiscal year if the 2004 Stock
Option Plan had been in effect, to eligible employees pursuant to the 2004 Stock
Option Plan are not determinable at this time. The board  anticipates,  however,
that grants of options or stock appreciation  rights under the 2004 Stock Option
Plan will generally be made in a manner  consistent  with  TrustCo's  practices,
policies and procedures under the 1995 Stock Option Plan. Information concerning
awards  under the 1995 Stock  Option Plan is  contained  above under the heading
"TrustCo and Trustco Bank Executive Officer Compensation."

Stock Subject to the 2004 Stock Option Plan

     The 2004 Stock  Option  Plan  provides  that the total  number of shares of
TrustCo  common stock  available  for grants of stock  options under the plan is
2,000,000 shares, which may be either authorized but unissued shares or treasury
shares and will be subject to adjustment for stock  dividends,  stock splits and
other  changes in  capitalization.  The  maximum  aggregate  number of shares of
common  stock with  respect  to which  stock  options  may be granted in any one
fiscal year to any one employee is 500,000.  Further,  the aggregate fair market
value of stock with respect to which incentive stock options are exercisable for
the first time by a  participant  during any calendar  year under the 2004 Stock
Option Plan or any other plan  maintained by TrustCo that provides for the grant
of incentive stock options may not exceed $100,000.  To the extent this limit is
ever exceeded,  the options will be treated as nonqualified  stock options.  For
purposes of this limit,  the fair market value of the shares of common sock will
be determined as of the time the options are granted.


                                       26


Option Price

     The exercise price for shares purchased upon exercise of a stock option may
not be less than the fair market  value of TrustCo  common stock on the date the
option was  granted.  The option  price may not be less than 110 percent of fair
market value on the date the option was granted for any  incentive  stock option
granted to an employee  who (at the time of the grant) owns more than 10 percent
of TrustCo's common stock.

Option Period

     Options may be exercised at such times and for such number of shares as the
committee  administering the 2004 Stock Option Plan may determine,  although the
period  during which an option may be exercised may not exceed 10 years from the
date of  grant  of  such  option  (or 5 years  from  the  date of a grant  of an
incentive stock option to an employee who owns more than 10 percent of TrustCo's
common stock). Any stock options or stock appreciation  rights granted under the
2004 Stock Option Plan will accelerate and become exercisable immediately upon a
change in control of TrustCo.  The plan defines a change in control as occurring
when:

o             any individual,  entity or group becomes the beneficial  owner of
              securities of TrustCo or Trustco Bank possessing 20% or more
              of the voting power for the election of directors;

o             TrustCo or Trustco Bank is a party to a consolidation, merger or
              other business combination after which holders of their voting
              securities immediately prior to the transaction own, as a group,
              voting securities having 60% or less of the total voting power in
              an election of directors;

o             during any period of two consecutive years, the members of the
              board of directors of TrustCo or Trustco Bank cease to constitute
              at least a majority of TrustCo or Trustco Bank unless the
              election, or nomination for election, of each new director of
              either TrustCo or Trustco Bank was approved by a vote of at least
              two-thirds of the directors of TrustCo or Trustco Bank at the
              beginning of any such period;

o             all or any of the incumbent directors of TrustCo or Trustco Bank
              are removed (other than for cause) by the stockholders;

o             TrustCo or Trustco Bank is a party to any 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
              company to a party that is not controlled by or under common
              control with TrustCo or Trustco Bank; or

o             an announcement is made of any of the events described immediately
              above, including but not limited to a press release, public
              statement or filing with federal or state regulators.

                                       27


     Upon the  exercise of a stock  option  during the 30-day  period prior to a
change in control of TrustCo, the participant exercising the option may, in lieu
of  receiving  stock,  elect to receive an amount in cash equal to the excess of
the  aggregate  value of the  shares of stock  covered  by the  option  over the
aggregate  exercise price of such option. In addition,  if the end of the 30-day
period  is  within  six  months  of the date of a grant of an  option  held by a
participant  who is an officer of  TrustCo  who must file  reports on his or her
transactions  in TrustCo common stock,  such option will be canceled in exchange
for a cash payment to the optionee equal to the aggregate spread on the day that
is six  months  and one day  after the date of the  grant of such  option.  If a
payment is made to a participant as the result of an announcement constituting a
change in control and the  transaction  described  in that  announcement  is not
consummated, the payment must promptly be returned to TrustCo.

Termination of Employment

     Upon  termination of a  participant's  employment for any reason other than
death,  disability or retirement,  any stock option granted to that  participant
will  terminate  three  months after the date his or her  employment  terminates
whether or not any  portion of the option was  exercisable.  If a  participant's
employment  terminates  by his or  her  death,  disability  or  retirement,  the
exercise  of each  stock  option  will  accelerate  and the option  will  become
exercisable in full upon such termination.  If the termination was the result of
disability  or  retirement,  any stock option  granted to the  participant  will
expire on the date the option would otherwise  expire. In the case of death, any
option will terminate on a date  prescribed by the committee  administering  the
2004  Stock  Option  Plan.  No  option,  however,  may be  exercised  after  the
applicable   10  year  or  5  year   exercise   period  noted  above.   Finally,
notwithstanding the foregoing, the committee administering the 2004 Stock Option
Plan may, in its  discretion,  further  limit the period during which all or any
portion of an option  may be  exercised  and may also  accelerate  the  option's
exercisability.

Transferability

     Stock  options and any related stock  appreciation  rights issued under the
2004 Stock Option Plan generally are not transferable by a participant except by
will or by the laws of descent and distribution and may be exercised only by the
participant.   The  committee   administering  the  plan  may,  however,   grant
nonqualified  stock  options  that  are  transferable  by a  participant  to (i)
revocable  trusts for the benefit of his or her immediate family members (if the
trusts qualify as grantor  trusts for federal income tax purposes,  (ii) by gift
to immediate family members,  and (iii) to partnerships  whose only partners are
immediate family members. The committee may also amend outstanding  nonqualified
stock  options  to  provide  for  such  transferability.  The  transferee  of  a
transferable  nonqualified  stock  option is  subject  to all of the  conditions
applicable to the option prior to its transfer.

Rights as a Shareholder

     Participants  in the 2004 Stock  Option  Plan will not have any rights of a
TrustCo  shareholder  with  respect  to any shares  subject to option  until the
options are exercised and  certificates  for the shares of TrustCo  common stock
have been issued to the participant.

                                       28


Method of Exercise

     The manner in which  stock  options  and stock  appreciation  rights may be
exercised  will be set forth in the option  agreements.  The option  price for a
stock  option  may be paid in cash or certain  cash  equivalents.  Also,  if the
committee  administering  the 2004 Stock  Option  Plan  permits,  options may be
exercised in whole or in part by an exchange of TrustCo common stock  previously
acquired by the participant or via the  simultaneous  exercise of a stock option
and the sale of the TrustCo common stock acquired upon that exercise.  No manner
of exercise will be permitted,  however,  if TrustCo concludes that the exercise
would  reasonably  be  expected  to  violate  the  Sarbanes-Oxley  Act.  If  the
participant  acquired  the shares of TrustCo  Common Stock to be exchanged by an
exercise of an incentive stock option, the participant must have held that stock
for more than two years after the date the  previous  option was granted and for
more than one year after the date the previous option was exercised.

Changes in Capitalization

     If there is any change in the shares of TrustCo  common  stock by reason of
stock dividends, stock splits or other changes in capitalization,  there will be
a  corresponding  adjustment  to the number of shares  subject to the 2004 Stock
Option Plan,  the number of shares  subject to any  outstanding  option or stock
appreciation  right and the exercise  price of any  outstanding  option or stock
appreciation right.

Amendment and Termination

     The  2004  Stock  Option  Plan may be  amended,  suspended,  terminated  or
reinstated  at any  time by  TrustCo's  board  of  directors.  The plan may not,
however,  be modified  without the approval of the TrustCo  shareholders  if the
proposed modification would (i) increase the maximum number of shares subject to
the grant of options (except for adjustments due to changes in  capitalization),
(ii) extend the maximum  period  during which a stock  option may be  exercised,
(iii) extend the maximum  period  during which  incentive  stock  options may be
granted or (iv) change the class of  employees  eligible to  participate  in the
plan.

Federal Income Tax Consequences of the Plan

     Upon exercise of a  non-qualified  stock option,  a participant in the 2004
Stock  Option  Plan will  realize  income in the year of  exercise  equal to the
difference between the exercise price and the value of the shares acquired,  and
TrustCo may deduct an amount equal to the income  recognized by the participant.
TrustCo  will not receive a tax  deduction at the time of a grant or exercise of
an incentive stock option,  and no income is recognized by a participant when an
incentive  stock option is granted or exercised.  When an incentive stock option
is exercised,  the difference  between fair market value at the date of exercise
and the exercise price will be an item of adjustment for purposes of calculating
the participant's alternative minimum tax for the year of exercise.

     If the  shares  of  TrustCo  common  stock  acquired  upon  exercise  of an
incentive  stock  option are  disposed  of after the later of two years from the
date of  option  grant or one year  after  the  transfer  of the  shares  to the
participant  (the  "holding  period") any gain or loss upon  disposition  of the
shares will be treated for federal income tax purposes as long-term capital gain
or loss, as the case may be. A disposition  includes a sale,  exchange,  gift or
other transfer of legal title. In general,  a participant's  basis in the shares
of TrustCo  common stock  received upon exercise of an incentive  option will be
the exercise  price paid by him or her for the shares.  If the option shares are
disposed  before the expiration of the holding  period,  all or part of any gain
will be  characterized  as ordinary income depending upon the relative amount of
the sale price of the shares as compared with the exercise  price of the shares.
The amount of ordinary  income realized by an employee in a sale or exchange for
which a loss would be recognized is limited to the excess of the amount realized
on the sale or exchange over the stock's adjusted basis.

                                       29


     Ordinary  income  received on account of a disposition of shares within the
holding period will be taxable as additional compensation, and TrustCo may treat
that income as a deductible expense for federal income tax purposes.

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 approve the 2004 Stock Option
Plan.  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  believes the 2004 Stock Option Plan will be in the best
interests of the TrustCo shareholders.

     THE TRUSTCO BOARD  RECOMMENDS A VOTE FOR THIS PROPOSAL,  WHICH IS ITEM 3 ON
THE TRUSTCO PROXY CARD.

Item 4.  Amendment of TrustCo's Amended and Restated Certificate of
         Incorporation to Change the Minimum and Maximum  Number of
         Directors.

     TrustCo's board of directors has unanimously approved,  and recommends that
the  shareholders  adopt,  an amendment  to Article VI of TrustCo's  Amended and
Restated  Certificate of Incorporation to provide that the board will consist of
not less than five nor more than fifteen directors.  This proposal will make the
minimum and maximum number of directors  consistent  between TrustCo and Trustco
Bank and conforms to the  requirements  for federally  chartered  savings banks,
such as Trustco Bank, of the companies' primary banking regulator, the Office of
Thrift  Supervision.  The certificate of incorporation  presently  provides that
TrustCo's board must consist of not less than seven nor more than twenty members
divided into three  classes,  as nearly equal in number as possible.  Currently,
the size of TrustCo's board is fixed at seven; the number of directors currently
serving on the TrustCo board is six, with one vacancy.


                                       30



Reasons for and Effect of the Certificate Amendment

     The  TrustCo  board  believes  that the change in the  minimum  and maximum
numbers of directors is in the best interests of TrustCo and its shareholders.

     The  purpose  of this  amendment  is to make the  provisions  of  TrustCo's
certificate  of  incorporation  regarding  the size of the  board  of  directors
consistent  with the  comparable  provisions  of the charter of  Trustco  Bank,
TrustCo's primary  subsidiary.  (Trustco Bank's charter provides for the bank to
have not less than five nor more than  fifteen  directors  unless  the Office of
Thrift Supervision, approves a lesser or greater number. OTS regulations provide
that the number of directors  of  federally  chartered  savings  banks,  such as
Trustco Bank, must be not fewer than five nor more than fifteen, unless a higher
or lower number is authorized by the OTS.) New York law requires that  TrustCo's
board of directors must consist of at least one member.

     The  proposed  amendment  will  authorize  TrustCo's  board of directors to
reduce the size of the board  while  continuing  to  provide  the board with the
flexibility to add additional directors as appropriate in circumstances that may
arise in the future.  Currently,  the number of TrustCo's  directors is fixed by
board  resolution  at seven  (the  minimum  number  authorized  under  TrustCo's
certificate of incorporation as currently in effect),  and there are six members
of the TrustCo  board,  with one  vacancy.  The board has  adopted a  resolution
providing  that,  if the  proposed  amendment  is approved by  shareholders  and
becomes effective,  the number of directors constituting TrustCo's board will be
set at six and the vacancy eliminated.

     The  board  of  directors  believes  that  the  current  size of the  board
facilitates  communications  among  directors and increase the efficiency of the
board. Further, the board believes that its membership,  as currently comprised,
is  capable  of   effectively   and   cohesively   carrying   out  the   board's
decision-making and oversight functions.  The board has no plans at this time to
add new directors or to further  reduce its size,  and the board is not aware of
the intent of any current  member of the board to resign or retire.  If the size
of the TrustCo  Board were to be increased,  the directors  then in office would
have the  authority to fill the  vacancies  created by the  increase;  the newly
appointed  directors  would  hold  office  until  the  next  Annual  Meeting  of
Shareholders.

     The  full  text of  Article  VI of the  Certificate  of  Incorporation,  as
currently in effect and as proposed to be amended, is set forth in Appendix E to
this Proxy Statement.  The preceding description of the Certificate Amendment is
qualified in its entirety by reference to Appendix E.

Vote Required and Recommendation

     The proposed  amendment will be adopted if approved by the affirmative vote
of the holders of at least two-thirds of the TrustCo's outstanding common stock.
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 4 ON THE TRUSTCO PROXY CARD.

                                       31






Item 5.  Ratification of the Appointment of Independent Auditors

     KPMG  LLP was the  independent  auditor  for  TrustCo  for the  year  ended
December 31, 2003,  and the board of directors has again  selected and appointed
them as the  independent  auditor  for the year  ending  December  31,  2004.  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 LLP 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, 2003,  KPMG LLP provided  various audit
and  nonaudit  professional  services  to  TrustCo.  Audit  services so provided
included  examination  of the  consolidated  financial  statements  of  TrustCo,
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,  audits of benefit plans and compensation
issues,  and assistance in relation to potential business  acquisitions.  Please
refer to the report of TrustCo's Audit Committee, provided above, for additional
information about the services provided by KPMG LLP.

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
LLP as TrustCo's  independent  auditors  for the year ending  December 31, 2004.
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 5 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.

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:
Robert M. Leonard, Secretary,  TrustCo Bank Corp NY, P.O. Box 1082, Schenectady,
New York 12301-1082.


                                       32






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: Cheri 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.

     At March 1,  2004,  the Trust  Department  of Trustco  Bank held  3,082,474
shares of  TrustCo  common  stock as  executor,  trustee,  and  agent  (4.17% 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

     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 $60,000 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.  As of March 1,  2004,  the total  amount  of such  loans
represented 1.26% of shareholders' equity of TrustCo.

Insurance for Indemnification of Officers and Directors

     TrustCo renewed insurance for the indemnification of its executive officers
and  directors  and  executive  officers and directors of Trustco Bank from Gulf
Insurance  Group  effective  for the  one-year  period from  October 10, 2003 to
October 10,  2004.  The cost of this  insurance  was  $177,000,  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 2003.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
TrustCo's directors and 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 of  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.


                                       33



     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, 2003,  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 2005  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 6, 2004. Proposals intended to be considered at the 2005 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 19, 2005. 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.



                                       34









                                   APPENDIX A

                           DIRECTOR NOMINATIONS POLICY

                              TRUSTCO BANK CORP NY

                      AS APPROVED BY THE BOARD OF DIRECTORS
                              ON FEBRUARY 17, 2004

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
Stock Market,  Inc. 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.
-------------------------

o         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 Stock Market.

C.       Shareholder Nominations

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

o                 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

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.

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.

                                 Appendix B - 1


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.

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.

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.

                                 Appendix B - 2


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.

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.

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.

                                 Appendix B - 3


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

                              TRUSTCO BANK CORP NY
                      AUDIT COMMITTEE POLICY AND PROCEDURES
                                       FOR
                       RECEIPT AND TREATMENT OF COMPLAINTS
                                    REGARDING
                          ACCOUNTING AND AUDIT MATTERS

                      AS APPROVED BY THE BOARD OF DIRECTORS
                              ON FEBRUARY 17, 2004


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
     Barton A. Andreoli,  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




                                   APPENDIX C.

              2004 TRUSTCO BANK CORP NY DIRECTORS STOCK OPTION PLAN


     WHEREAS,  TrustCo Bank Corp NY desires to establish a stock option plan for
its directors;

     NOW, THEREFORE, TrustCo Bank Corp NY does hereby establish the 2004 TrustCo
Bank Corp NY Directors Stock Option Plan as follows:

SECTION 1:        PURPOSE OF THE PLAN

This  Directors  Stock Option Plan (the "Plan") has been  established by TrustCo
Bank  Corp NY to  advance  the  interest  of  stockholders  and the  Company  by
encouraging  Directors  to  acquire  a  larger  ownership  in the  Company.  The
resulting  increased   proprietary  interest  in  the  Company  increases  their
incentive  to continue  active  service as a Director and to oversee the success
and growth of the Company.

SECTION 2:        DEFINITIONS
"Adoption           means the date this plan is duly adopted by the Board.
 Date"

"Board"             means the Company's Board of Directors.

"Code"              means the Internal Revenue Code of 1986, as amended.

"Committee"         means the Compensation Committee of the Board.

"Company"           means TrustCo Bank Corp NY.

"Director"          means a member of the Board of Directors of TrustCo Bank
                    Corp NY.

"Fair Market        means the closing price for shares of Company common stock
 Value"             on the applicable date as reported on The Nasdaq Stock
                    Market or such other system as may supersede it, and, if
                    no such price is reported for the day of grant, the
                    Fair Market Value shall be determined by reference
                    to such price on the next preceding day on which
                    such price was reported. If the Stock is listed on
                    an established stock exchange or exchanges, the Fair
                    Market Value shall be deemed to be the closing price
                    for shares of Company common stock on the applicable
                    date on such stock exchange or exchanges or, if no
                    sale of Stock has been made on any stock exchange
                    that day, the Fair Market Value shall be determined
                    by reference to such price for the next preceding
                    day on which a sale occurred. In the event that no
                    such price is available, then the Fair Market Value
                    shall be determined by the Committee in good faith.
                    The purchase price shall be subject to adjustment
                    only as provided in Section 15 of the Plan.

                                 Appendix C - 1


"Grant Date"        as used with respect to a particular Option, means the date
                    as of which such Option is granted by
                    the Committee pursuant to the Plan.

"Option"            means the  right,  granted by the  Committee  pursuant  to
                    Section 7 of the Plan, to purchase shares of Stock.

"Optionee"          means the Director to which an Option is granted by
                    the Committee pursuant to the Plan, except that
                    employees of TrustCo Bank Corp NY or its
                    subsidiaries, who are also Directors, shall not be
                    eligible to receive grants under this plan.

"Plan"              has the meaning set forth in the  preamble  hereto, and
                    includes the Plan as it may be amended from time to time.

"Stock"             means shares of the TrustCo Bank Corp NY common stock.

"Total and          as applied to an Optionee, means that the Optionee; (i) has
 Permanent          established to the satisfaction of the Committee that the
 Disability"        Optionee is unable to engage in any substantial
                    gainful activity by reason of any medically determinable
                    physical or mental impairment which can be expected to
                    result in death or which has lasted or can be expected to
                    last for a continuous period of not less than 12 months(all
                    within the meaning of Section 22(e)(3) of the Code);
                    and (ii) has satisfied any other requirement imposed
                    by the Committee.

SECTION 3:        PLAN ADMINISTRATION

The  Plan  shall  be  administered  by a  committee  composed  of  three or more
Directors who are appointed by the Board as the Board's  Compensation  Committee
and who may be members of the committee appointed to administer the TrustCo Bank
Corp NY Stock Option Plan.  The Board may from time to time remove members from,
or add members to, the Committee.  Vacancies on the Committee,  however  caused,
shall be  filled by the  Board.  The Board  shall  elect one of the  Committee's
members as Chairman.  The Committee shall hold meetings at such times and places
as it may determine,  subject to rules and to procedures not  inconsistent  with
the  provisions of the Plan. A majority of the  authorized  number of members of
the Committee shall  constitute a quorum for the  transaction of business.  Acts
reduced to or approved in writing by a majority of the members of the  Committee
then serving shall be the valid acts of the Committee. A member of the Committee
shall be  eligible to be granted  Options  under this Plan while a member of the
Committee.  The Committee shall be vested with full authority to make such rules
and regulations as it deems necessary or desirable to administer the Plan and to
interpret the provisions of the Plan. Any  determination,  decision or action of
the   Committee   in   connection   with   the   construction,   interpretation,
administration  or  application  of the Plan which have a sound,  rational basis
shall be  final,  conclusive  and  binding  upon all  Optionees  and any  person
claiming under or through an Optionee, unless otherwise determined by the Board.

Any determination  decision or action of the Committee  provided for in the Plan
may be made or taken by action of the Board if it so  determines,  with the same
force and effect as if such  determination,  decision or action had been made or
taken by the  Committee.  No member of the  Committee  or of the Board  shall be
liable for any determination, decision or action made in good faith with respect
to the Plan or any Option  granted under the Plan. The fact that a member of the
Board shall at the time be, or shall theretofore have been or thereafter may be,
a person  who has  received  or is  eligible  to  receive  an  Option  shall not
disqualify  him or her from taking part in and voting at any time as a member of
the Board in favor of or against any amendment or repeal of the Plan.

                                 Appendix C - 2


SECTION 4:        PLAN EFFECTIVE DATE AND DURATION

This Plan is effective as of the Adoption Date, subject,  however, to the Plan's
approval by the Company's  shareholders either on or before the Adoption Date of
within the 12 month period following the Adoption Date. If shareholder  approval
is not so obtained,  all Options granted under this Plan shall  automatically be
null and void,  ab initio.  No Option may be granted under this Plan at any date
which is 10 years or more after the Adoption Date.

SECTION 5:        AMENDMENT OR TERMINATION OF THE PLAN

The Board may at any time terminate, amend, modify or suspend the Plan, provided
that,  without the approval of the shareholders of the Company,  no amendment or
modification shall be made by the Board which:

(a)      Increases the maximum number of shares as to which Options may be
         granted under the Plan;

(b)      Alters the method by which the Option price is determined;

(c)      Extends any Option for a period longer than 10 years after the Grant
         Date;

(d)      Materially modifies the requirements as to eligibility for
         participation in the Plan;

(e)      Amends Sections 9(a), 9(b), or 9(c) at intervals more frequently than
         once every six months except to the extent necessary to comport with
         changes in the Code, the Employee Retirement Income Security Act of
         1974, as amended, or the rules thereunder; or

(f)      Alters this Section 5 so as to defeat its purpose.

Further, no amendment, modification, suspension or termination of the Plan shall
in any manner affect any Option  theretofore  granted under the plan without the
consent of the  Optionee  or any person  validly  claiming  under or through the
Optionee.

SECTION 6:        STOCK SUBJECT TO THE PLAN

 (a) The stock to be issued upon exercise of Options  granted under the Plan
     shall be TrustCo Bank Corp NY Stock, which shall be made available,  at the
     discretion of the Board,  either from authorized but unissued Stock or from
     Stock  acquired by the  Company,  including  shares  purchased  in the open
     market.  The aggregate  number of shares of Stock which may be issued under
     or  subject  to Options  granted  under this Plan shall not exceed  200,000
     shares.  The  limitation  established  by the preceding  sentence  shall be
     subject to adjustment as provided in Section 15 of the Plan.

                                 Appendix C - 3


 (b) In the event that any  outstanding  Option or portion thereof under the
     Plan for any reason expires or is terminated, the shares of Stock allocable
     to the  unexercised  portion of such  Option  may again be made  subject to
     Option under the Plan.

SECTION 7:        GRANT OF OPTIONS

The  Committee  may from time to time,  subject to the  provisions  of the Plan,
grant  Options to Directors to purchase  shares of Stock  allotted in accordance
with Section 9. All Options granted under this Plan shall be "Nonqualified Stock
Options" for purposes of the Code.

SECTION 8:        OPTION PRICE

The  purchase  price per share of each  share of Stock  which is  subject  to an
Option  shall be 100% of the Fair  Market  Value of a share of Stock on the date
the Grant Date.

SECTION 9:        ELIGIBILITY OF OPTIONEES

 (a) Options on 2,000  shares of Stock shall be granted  once each  calendar
     year at a meeting of the Board of Directors  held during such calendar year
     to each  person  who is then a  Director  of the  Company,  except  that if
     Counsel to the Company  determines in his sole discretion that on such date
     the Company is in possession of material non-public  information concerning
     its  affairs,  such  grant  shall be  delayed  until the third day on which
     trading occurs  following the public  dissemination  of such information or
     the date of an event which renders such information immaterial.

 (b) The Board may grant  additional  options to purchase a number of shares
     of Stock to be determined by the Board in recognition of services  provided
     by a Director  in his or her  capacity as a  Director,  provided  that such
     grants are exempt from  Section  16(b) of the  Securities  Exchange  Act of
     1934, as amended.

 (c) Subject to the terms of the Plan,  and subject to review by the Board,
     the Committee shall have exclusive  jurisdiction (i) to determine the dates
     on which,  or the time periods  during which,  the Option may be exercised,
     (ii) to determine the purchase  price of the shares  subject to each Option
     in  accordance  with Section 8 of the Plan and (iii) to prescribe the form,
     which shall be consistent  with the Plan, of the instrument  evidencing any
     Options granted under the Plan.

 (d) Neither  anything  contained in the Plan or in any  document  under the
     Plan nor the grant of any  Option  under  the Plan  shall  confer  upon any
     Optionee any right to continue as a Director of the Company or limit in any
     respect the right of the Company  shareholders  to terminate the Optionee's
     directorship at any time and for any reason.

                                 Appendix C - 4


SECTION 10:         NON-TRANSFERABILITY OF OPTIONS

No Option granted under the Plan shall be assignable or transferable by the
Optionee other than by will or the laws of descent and distribution, and during
the lifetime of an Optionee the Option shall be exercisable only by such
Optionee.

SECTION 11:         TERM AND EXERCISE OF OPTIONS

 (a) Each Option granted under the Plan shall terminate on the date which is
     10 years after the Grant Date.  The Committee at its discretion may provide
     further  limitations  on the  exercisability  of Options  granted under the
     Plan.  An Option  may be  exercised  only  during  the  continuance  of the
     Optionee's service as a Director,  except as provided in Sections 12 and 13
     of the Plan.

 (b) A person  electing to exercise an Option shall give  written  notice to
     the  Company  of such  election  and of the  number of shares he or she has
     elected to purchase,  in such forms as the Committee  shall have prescribed
     or  approved,  and shall at the time of exercise  tender the full  purchase
     price of the shares he or she has elected to purchase.  The purchase  price
     shall  be  paid  in  full  in  cash  upon  the   exercise  of  the  Option.
     Alternatively, in the Committee's sole discretion, an Optionee may exercise
     his or her Option (i) by tendering to the Company  shares of Stock owned by
     him or her, based on that Stock's Fair Market Value at the date of exchange
     or (ii) via the  simultaneous  exercise  of Stock  Options  and sale of the
     Stock acquired pursuant thereto and having a fair market value equal to the
     cash exercise  price  applicable  to his or her Option,  with the then fair
     market value of such stock to be  determined in the same manner as provided
     in  Section 8 of the Plan with  respect  to the  determination  of the fair
     market value of Stock on the date an Option is granted; provided,  however,
     that  no  exercise  will  be  permitted  if the  Company  or the  Committee
     concludes that the manner of such exercise  would,  or would  reasonably be
     expected to, violate Section 402 of the Sarbanes-Oxley Act.

 (c) An  Optionee  or a  transferee  of an Option  shall have no rights as a
     stockholder  with respect to any shares  covered by his or her Option until
     the date the  stock  certificate  is  issued  evidencing  ownership  of the
     shares.   No  adjustments   shall  be  made  for  dividends   (ordinary  or
     extraordinary),   whether  in  cash,   securities  or  other  property,  or
     distributions  or other  rights,  for which the record date is prior to the
     date such stock  certificate  is issued,  except as  provided in Section 15
     hereof.

SECTION 12:         TERMINATION OF DIRECTORSHIP

If an Optionee's status as a Director ceases for any reason,  any Option granted
to him or her under the Plan shall  terminate,  and all rights  under the Option
shall cease, except:

 (a) In the case of a Stock  Option held by an Optionee  that is not subject
     to Total and  Permanent  Disability,  such Stock Option shall  terminate 18
     months after the termination of the Optionee's status as Director.

 (b) In the case of a Stock  Option  held by an  Optionee  who is subject to
     Total and Permanent Disability,  such Stock Option shall terminate upon its
     expiration date. (c) In the case of the Optionee's death while serving as a
     director,  such Stock Option shall terminate eighteen months after the date
     of death.

                                 Appendix C - 5


 (d) The foregoing notwithstanding, no Option shall be exercisable after its
     expiration date.

SECTION 13:         DEATH OF AN OPTIONEE

If an Optionee  dies after  ceasing to serve as a Director but within the period
during which he or she could have  exercised  the Option under Section 12 of the
Plan, then the Option may be exercised by the executors or administrators of the
Optionee's  estate,  or by any person or persons  who have  acquired  the Option
directly from the Optionee by bequest or inheritance, within a period prescribed
by the  Committee  after the  Optionee's  death,  except that no Option shall be
exercisable after its expiration date.

SECTION 14:         MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS

Subject to the terms and conditions and within the  limitations of the Plan, the
Committee may modify, extend or renew outstanding Options granted under the Plan
or accept the surrender of  outstanding  Options (to the extent not  theretofore
exercised) and grant new Options in substitution therefor.  Without limiting the
generality of the  foregoing,  the Committee may grant to an Optionee,  if he or
she is otherwise eligible and consents thereto, a new or modified Option in lieu
of an outstanding  Option for a number of shares, at an exercise price and for a
term which are greater or lesser than under the earlier Option,  or may do so by
cancellation and regrant, amendment,  substitution or otherwise, subject only to
the  general   limitations   and   conditions   of  the  Plan.   The   foregoing
notwithstanding,  no modification of an Option shall, without the consent of the
Optionee, alter or impair any rights or obligations under any Option theretofore
granted under the Plan.

SECTION 15:         CHANGES IN CAPITALIZATION

 (a) In the event that the shares of the Company, as presently  constituted,
     shall be changed into or exchanged for a different number or kind of shares
     of stock or other  securities  of the  Company  or of  another  corporation
     (whether   by   reason   of   merger,   consolidation,    recapitalization,
     reclassification,  stock  dividend,  stock split,  combination of shares or
     otherwise)  or if the  number of such  shares of stock  shall be  increased
     through the payment of a stock dividend, then, subject to the provisions of
     Subsection (c) below, there shall be substituted for or added to each share
     of  stock of the  Company  which  was  theretofore  appropriated,  or which
     thereafter  may become  subject to an Option under the Plan, the number and
     kind of shares of stock or other  securities  into which  each  outstanding
     share of the stock of the  Company  shall be so  changed  or for which each
     such  share  shall  be  exchanged  or to which  each  such  share  shall be
     entitled,   as  the  case  may  be.  Outstanding   Options  shall  also  be
     appropriately  amended as to price and other terms,  as may be necessary to
     reflect the foregoing events.

 (b) If  there  shall  be any  other  change  in the  number  or kind of the
     outstanding  shares of the stock of the  Company,  or of any stock or other
     securities  into which such stock shall have been changed,  or for which it
     shall have been  exchanged,  and if the Board or the Committee (as the case
     may  be),  shall,  in its  sole  discretion,  determine  that  such  change
     equitably  requires  an  adjustment  in any  Option  which was  theretofore
     granted  or which may  thereafter  be  granted  under  the Plan,  then such
     adjustment shall be made in accordance with such determination.

                                 Appendix C - 6


(c)  A  dissolution  or  liquidation  of  the  Company  or  a  merger  or a
     consolidation in which the Company is not the surviving corporation,  shall
     cause each  outstanding  Option to  terminate,  except to the  extent  that
     another  corporation  may  and  does in the  same  transaction  assume  and
     continue the option or substitute  its own Options.  In either  event,  the
     Board  or the  Committee  (as the  case may be)  shall  have  the  right to
     accelerate the time within which the Option may be exercised.

 (d) Fractional  shares resulting from any adjustment in Options pursuant to
     this Section 15 may be settled as the Board or the  Committee  (as the case
     may be) shall determine.

 (e) To the  extent  that  the  foregoing  adjustments  relate  to  stock or
     securities of the Company such adjustments  shall be made by the Committee,
     whose  determination,  which has a sound,  rational  basis, in that respect
     shall be final,  binding and conclusive.  Notice of any adjustment shall be
     given by the Company to each  holder of an Option  which shall have been so
     adjusted.

 (f) The grant of an Option pursuant to the Plan shall not affect in any way
     the right or power of the Company to make  adjustments,  reclassifications,
     reorganizations or changes of its capital or business structure,  to merge,
     to consolidate, to dissolve, to liquidate or to sell or transfer all or any
     part of its business or assets.

SECTION 16:         LISTING AND REGISTRATION OF SHARES

 (a) No Option granted pursuant to the Plan shall be exercisable in whole or
     in part if at any time  the  Board  or the  Committee  (as the case may be)
     shall  determine  in its  discretion  that  the  listing,  registration  or
     qualification  of the  shares  of  Stock  subject  to  such  Option  on any
     securities exchange or under any applicable law, or the consent or approval
     of any  governmental  regulatory  body,  is  necessary  or  desirable  as a
     condition  of, or in  connection  with,  the granting of such Option or the
     issue  of   shares   thereunder,   unless   such   listing,   registration,
     qualification,  consent or  approval  shall have been  effected or obtained
     free of any conditions not acceptable to the Board.

 (b) If a  registration  statement  under  the  Securities  Act of 1933 with
     respect to the shares  issuable upon  exercise of any Option  granted under
     the Plan is not in effect at the time of  exercise,  as a condition  of the
     issuance of the shares the person  exercising  such  Option  shall give the
     Committee a written  statement,  satisfactory  in form and substance to the
     Committee,  that  he or she is  acquiring  the  shares  for  his or her own
     account  for  investment  and not  with a view to their  distribution.  The
     Company  may place  upon any stock  certificate  for shares  issuable  upon
     exercise of such Option the  following  legend or such other  legend as the
     Committee may prescribe to prevent  disposition  of the shares in violation
     of the Securities Act of 1933 or other applicable law:

          THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
          UNDER  THE  SECURITIES  ACT OF 1933 (THE  "ACT")  AND MAY NOT BE SOLD,
          PLEDGED,  HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN
          THE ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT  WITH RESPECT TO
          THEM UNDER THE ACT OR A WRITTEN  OPINION OF  COUNSEL  FOR THE  COMPANY
          THAT REGISTRATION IS NOT REQUIRED.

                                 Appendix C - 7


SECTION 17:         MISCELLANEOUS

The  Plan  shall be  administered  in the  State  of New York and the  validity,
construction,  interpretation,  administration  and  effect of the Plan shall be
determined solely in accordance with the laws of that State.



     IN WITNESS  WHEREOF,  the Company has caused this Amendment and Restatement
of the Plan to be executed on this 1st day of March 2004.

                                   TRUSTCO BANK CORP NY



                                   By:
                                         ---------------------
                                          Robert J. McCormick

                                   Title  President & Chief Executive Officer
                                           ----------------------------------






                                 Appendix C - 8




                                   APPENDIX D

                             2004 STOCK OPTION PLAN


     WHEREAS,  TrustCo Bank Corp NY (the "Company") desires to establish a stock
option plan;

     NOW, THEREFORE, TrustCo Bank Corp NY does hereby establish the 2004 TrustCo
Bank Corp NY Stock Option Plan as follows:

SECTION 1:   PURPOSE

     This 2004  TrustCo  Bank Corp NY Stock  Option  Plan (the  "Plan") has been
established  by TrustCo Bank Corp NY to advance the interests of the Company and
its stockholders by providing to certain key employees an opportunity to acquire
equity  ownership in the Company and the incentive  advantages  inherent in that
equity ownership.

SECTION 2:   DEFINITIONS

     When  capitalized  and used in this Plan,  each of the  following  terms or
phrases has the indicated meaning, unless a different meaning is clearly implied
by the content:

"Adoption Date"    means the date this plan is duly adopted by the Board.

"Board"            means the Board of Directors of TrustCo Bank Corp NY.

"Code"             means the Internal Revenue Code of 1986, as amended.

"Committee"        means the Committee to be appointed by the Board
                   from time to time and to consist of three or
                   more members of the Board who have not been
                   eligible to receive options under the Plan at
                   any time within a period of one year immediately
                   preceding the date of their appointment to such
                   Committee.

"Company"          means TrustCo Bank Corp NY and its Subsidiaries.

"Disability"       means a Participant's termination of employment
                   by the Company or a Participating Subsidiary by
                   reason of his permanent and total disability, as
                   defined in Code Section 22(e)(3).

"Eligible          means  any  executive  or  other  key  managerial  employee
 Employee"         of  the  Company or any Participating  Subsidiary  who  has
                   been  designated  by the  Board  as  eligible  to
                   participate in the Plan and who is a full-time,
                   salaried employee of the Company, provided he is
                   so employed at the date any Stock Option is granted to him.

"Fair Market       means the closing price for shares of Company common stock
 Value"            on the applicable date as reported on The Nasdaq Stock
                   Market or such other system as may supersede it, and, if
                   no such price is reported for the day of grant,
                   the Fair Market Value shall be determined by
                   reference to such price on the next preceding
                   day on which such price was reported. If the
                   Stock is listed on an established stock exchange
                   or exchanges, the Fair Market Value shall be
                   deemed to be the closing price for shares of
                   Company common stock on the applicable date on
                   such stock exchange or exchanges or, if no sale
                   of Stock has been made on any stock exchange
                   that day, the Fair Market Value shall be
                   determined by reference to such price for the
                   next preceding day on which a sale occurred. In
                   the event that no such price is available, then
                   the Fair Market Value shall be determined by the
                   Committee in good faith. The purchase price
                   shall be subject to adjustment only as provided
                   in Section 9 of the Plan.

                                 Appendix D - 1


"Incentive Stock   means an option granted to a Participant under this Plan to
 Option"           purchase the Stock, which  is designated as an Incentive
                   Stock Option and which satisfies the requirements of
                   Codess.422, as amended.

"Nonqualified      means an option granted to a Participant under this Plan to
 Stock Option"     purchase the Stock and which is not an Incentive Stock
                   Option.

"Option            means the written agreement executed between the Participant
 Agreement"        and the Company evidencing the award of Stock Options under
                   this Plan, as more particularly described in Section 7.

"Participant"      means any Eligible Employee who has been awarded
                   any Stock Option(s) under this Plan and his
                   heirs, legatees, or personal representatives who
                   may succeed to his interests under any Option
                   Agreement at his death.

"Participating     means a Subsidiary some or all of whose employees have been
 Subsidiary"       designated as Eligible Employees by the Board.

"Plan"             means the 2004 TrustCo  Bank Corp NY Stock Option Plan as it
                   may be amended from time to time.

"Shareholder-      means any Eligible Employee who at the time an
 Employee"         Incentive Stock Option is to be granted to him
                   under this Plan owns (within the meaning of Code
                   Section 422(b)(6) and (c)(5)) more than 10% of
                   the combined voting power of all classes of the
                   Stock.

"Stock"            means shares of the common stock of TrustCo Bank Corp NY,
                   which may be either authorized but unissued shares or
                   treasury shares.

"Stock             means a right, granted to a Participant concurrently with
 Appreciation      the grant of a Nonqualified Stock Option, to receive a cash
 Right"            payment from the Company upon the partial or complete
                   cancellation of that option by a Participant.  Each Option
                   Agreement may provide that the Participant may from time to
                   time  elect to  cancel  all or any  portion  of the Option
                   then subject to exercise,  in which event the  Company's
                   obligation in respect of such Option may be discharged by
                   payment to the Participant of an amount in cash equal to the
                   excess, if any, of the Fair Market Value at the time of
                   cancellation of the shares subject to the  Option or the
                   portion thereof so cancelled, over the aggregate purchase
                   price for such  shares as set forth in the Option  Agreement.
                   In the event of such a cancellation, the number of shares as
                   to which such Option was cancelled shall not become
                   available for use under the Plan.

                                 Appendix D - 2


"Stock             or "Option" means a right granted under this Plan to
 Option"           purchase Stock, including a  Nonqualified Stock Option or an
                   Incentive Stock Option.

"Subsidiary"       means a corporation of which stock possessing
                   50% or more of the total combined voting power
                   of all classes of its stock entitled to vote
                   generally in the election of directors is owned
                   in the aggregate by TrustCo Bank Corp NY
                   directly or indirectly through one or more
                   Subsidiaries.


SECTION 3:   PLAN ADMINISTRATION

     The  Plan  is to be  administered  by the  Committee  except  as  otherwise
provided in the Plan.  Subject to all other Plan  provisions,  the  Committee is
expressly empowered to:

   1.   select the Eligible Employees who are to receive Stock Options and Stock
Appreciation  Rights  under this Plan from time to time and grant those  Options
and Stock Appreciation Rights;

   2.   determine  the  time(s) at which Stock  Options and Stock  Appreciation
Rights are to be granted;

   3.  determine the number of shares of Stock to be subject to a Stock Option
granted to any Participant;

   4.  determine the option price and term of each Stock Option  granted under
this  Plan  (including  whether  it  is  to  be an  Incentive  Stock  Option  or
Nonqualified  Stock Option) and all other terms and conditions to be included in
the Option Agreement relating to any Stock Options under this Plan;

   5.  determine  the duration and purposes of leaves of absence  which may be
granted to a Participant  without  constituting  a termination  of employment or
service for purposes of the Plan;

   6.  determine  all  matters  of  interpretation  of the Plan and any Option
Agreement, and the Committee's decisions shall have a sound, rational basis;

                                 Appendix D - 3


   7. determine, in its sole discretion,  whether (i) the Company is to accept
Stock  previously  acquired by a Participant  as payment of the option price for
Stock Options  granted  under this Plan or (ii) the Company will permit  payment
via the  simultaneous  exercise of Stock Options and sale of the Stock  acquired
pursuant thereto;  provided,  however, that no exercise will be permitted if the
Company or the Committee  concludes that the manner of such exercise  would,  or
would reasonably be expected to, violate Section 402 of the Sarbanes-Oxley Act;

   8. prescribe,  amend and rescind all rules and regulations relating to
     the Plan and its operations;

   9. in the event of the Company's or a  Participating  Subsidiary's  merger,
consolidation,  dissolution  or  liquidation,  accelerate  the exercise date and
expiration date for any unexercised Stock Options then outstanding; and

   10.  make all  other  determinations  and  decisions  and take all  further
actions deemed necessary or advisable for the Plan's administration.

     Notwithstanding  any  conflicting  Plan  provision,  the Board reserves the
right,  by written  resolution duly adopted by the Board, to terminate from time
to time any and all  powers  delegated  to the  Committee  by the  express  Plan
provisions and, in that event, those Committee powers so terminated by the Board
shall revert to and be fully exercisable by the Board to the same extent as they
were  exercisable  by  the  Committee,  provided  that  no  termination  of  the
Committee's  powers shall be  retroactively  effective.  Any  termination of the
Committee's  powers  under  this Plan shall not be deemed a Plan  amendment.  No
Committee  or Board  member may  participate  in the decision to award any Stock
Option or Stock Appreciation Right under this Plan to himself. Neither the Board
nor the Committee may, without the Participant's  consent,  change the terms and
conditions of any Option  Agreement  after its  execution,  except to the extent
that the Agreement may, by its terms, be so amended.

SECTION 4:   PLAN EFFECTIVE DATE AND DURATION

         This Plan is effective as of the Adoption Date, subject, however, to
the Plan's approval by the Company's shareholders either on or before the
Adoption Date or within the 12-month period following the Adoption Date. If
shareholder approval is not so obtained, all Stock Options, Stock Appreciation
Rights and Option Agreements granted under this Plan shall automatically be null
and void, ab initio. No Stock Option may be granted under this Plan at any date
which is 10 years or more after the Adoption Date.

SECTION 5:   AMENDMENTS AND TERMINATIONS

     This Plan may be amended, suspended,  terminated or reinstated, in whole or
in part, at any time by the Board; provided,  however, that without the approval
of the Company's stockholders, the Board may not:

     1. except as provided in Section 9,  increase the number of shares of Stock
subject to Stock Options issued under this Plan;

     2. extend the maximum period during which a Stock Option may be exercised;

                                 Appendix D - 4


     3. extend the maximum  period during which  Incentive  Stock Options may be
granted under this Plan; or

     4. change the class of Eligible Employees.

SECTION 6:   SHARES SUBJECT TO THE PLAN

     1. The total number of shares  available  for grants of Stock Options under
this Plan is 2,000,000  subject to the  adjustments  under Section 9. The shares
may be either  authorized  but unissued  shares or treasury  shares.  If a Stock
Option or a portion  thereof  expires or terminates for any reason without being
exercised  in full,  the  unpurchased  shares  covered  by the  Option are to be
available for future Stock Option grants under this Plan.

     2. The maximum  aggregate  number of shares of Stock with  respect to which
Stock Options may be granted in any one fiscal year to any single Employee shall
be 500,000.

SECTION 7:   GRANTS OF OPTIONS

     1. Nonqualified Stock Options may be granted to any Eligible  Employee,  at
the  time(s)  and upon  such  terms and  conditions  as may be  selected  by the
Committee.  At the time of grant of a Nonqualified  Stock Option,  the Committee
may, in its discretion,  also grant to the Eligible Employee Stock  Appreciation
Rights for the total  number of shares  subject to that  Option.  The grant of a
Nonqualified Stock Option and, if appropriate,  Stock Appreciation  Rights shall
be  evidenced  by an Option  Agreement  between the  Eligible  Employee  and the
Company  containing  any terms and conditions  specified by the  Committee,  but
including the terms described in Section 8.

     2. Incentive Stock Options may be granted to any Eligible Employee,  at the
time(s) and upon such terms and  condition as may be selected by the  Committee,
subject, nevertheless to the following:

     (a) To the extent the aggregate  Fair Market Value,  determined at the time
     the Incentive Stock Option is granted,  of the shares with respect to which
     Incentive  Stock Options are  exercisable for the first time by an Eligible
     Employee  during any  calendar  year (under all stock  option  plans of the
     Company and its  Subsidiaries to which the provisions of Section 422 of the
     Code  apply)  exceeds   $100,000,   such  Option  shall  be  treated  as  a
     Nonqualified Stock Option.

     (b) The grant shall be evidenced by an Option Agreement between the Company
     and the Eligible Employee containing any terms and conditions  specified by
     the  Committee,  except that those terms and  conditions  must conform with
     Section 8 and must be consistent  with the  requirements  for an "incentive
     stock option" as described in Code Section 422(b).

                                 Appendix D - 5


SECTION 8:   TERMS OF OPTIONS AGREEMENT

     All Option Agreements issued under this Plan must include terms that
are consistent with the following:

     1. The  Participant  shall be  entitled  to  purchase  the number of shares
subject to the Stock  Option,  upon his exercise of that  Option,  at a price no
less  than  100% of the  Stock's  Fair  Market  Value at the date of the  grant;
provided,  however,  that in the case of an Incentive  Stock Option granted to a
Shareholder-Employee,  the option  price is to be no less than 110% of that Fair
Market Value.

     2. At the option's  exercise,  the option price may be paid in cash or cash
equivalent-that  is, by certified  check,  bank draft or postal or express money
orders made payable to the Company's order in U.S.  dollars.  Alternatively,  in
the Committee's  sole  discretion,  the option price may be paid, in whole or in
part, by the Participant's  exchange of Stock previously  acquired by him, based
on  that  Stock's  Fair  Market  Value  at the  date  of  exchange  or  via  the
simultaneous  exercise of Stock Options and sale of the Stock acquired  pursuant
thereto; provided, however, that no exercise will be permitted if the Company or
the  Committee  concludes  that the  manner  of such  exercise  would,  or would
reasonably  be  expected  to,  violate  Section 402 of the  Sarbanes-Oxley  Act.
However,  no Stock may be accepted in payment of the option price upon  exercise
of an Incentive  Stock Option,  if that Stock was acquired by the  Participant's
previous  exercise of an Incentive  Stock Option unless that Stock has been held
by the  Participant  for more than two years after the date that previous Option
was  granted  and more than one year  after the date that  previous  Option  was
exercised.

     3. The Option may not be  exercisable  after the  earlier of the  following
dates:

     (a) If (i) the Option is an Incentive  Stock Option but the  Participant is
     not a Shareholder-Employee  at the date of grant, or (ii) the Option is not
     an Incentive Stock Option, the date 10 years after the date of grant;

     (b) If the Participant is a  Shareholder-Employee  at the date of grant and
     the Option is an Incentive Stock Option, the date five years after the date
     of grant;

     (c) If the Participant's  employment  terminates for reasons other than his
     death or Disability or retirement, the date three months after the date his
     employment terminates;

     (d) If the Participant  terminates  employment as a result of Disability or
     retirement,  the  date  described  in  Item  3(a)  or  3(b),  whichever  is
     applicable;

     (e) If the Participant  dies, the date prescribed by the Committee,  except
     that no Option shall be  exercisable  after the date described in Item 3(a)
     or 3(b) of Section 8, whichever is applicable.

                                 Appendix D - 6


     If the Option is an Incentive Stock Option and the Participant's employment
terminates due to Disability or retirement, the tax treatment available pursuant
to Code Section 422 upon the  exercise of an Incentive  Stock Option will not be
available to a Participant  who  exercises any Incentive  Stock Option more than
(a)  three  months  after  the  date of the  termination  of  employment  due to
retirement or (b) twelve months after the date of  termination of employment due
to Disability.  If the Option is an Incentive  Stock Option and the  Participant
dies, the tax treatment available pursuant to Code Section 422 upon the exercise
of an Incentive Stock Option will not be available to the  Participant's  estate
or any person who acquires the Option by bequest or  inheritance or by reason of
the death of the  Participant  unless the  Participant was eligible for such tax
treatment at the time of his death.

     Notwithstanding  the  foregoing,  the  Committee,  in its  discretion,  may
further  limit the period  during which all or any portion of a Stock Option may
be exercised and may accelerate the time at which an Option maybe exercised.

     4.  Acceleration  and the immediate right to exercise  options in full will
occur upon a Change in Control of the  Company,  which is defined to include any
one or more the following:

     (a) any individual, corporation (other than TrustCo Bank Corp NY or Trustco
     Bank hereinafter collectively referred to as the "Companies"), partnership,
     trust,  association,  pool,  syndicate,  or any  other  entity  or group of
     persons acting in concert becomes the beneficial  owner, as that concept is
     defined in Rule 13d-3 promulgated by the Securities and Exchange Commission
     under the  Securities  Exchange Act of 1934, of securities of either of the
     Companies  possessing  20% or more of the voting  power for the election of
     directors of either of the Companies; or

     (b) there shall be consummated any consolidation,  merger or other business
     combination  involving  either of the Companies or the securities of either
     of the Companies in which holders of voting securities immediately prior to
     such  consummation own, as a group,  immediately  after such  consummation,
     voting  securities  of  either  of the  Companies  (or,  if  either  of the
     Companies  does not survive  such  transaction,  voting  securities  of the
     entity or entities  surviving such  transaction)  having 60% or less of the
     total voting  power in an election of directors of either of the  Companies
     (or such other surviving entity or entities); or

     (c) during  any period of two  consecutive  years,  individuals  who at the
     beginning  of  such  period  constitute  the  directors  of  either  of the
     Companies  cease for any reason to constitute  at least a majority  thereof
     unless the election, or nomination for election by either of the Companies'
     shareholders,  of each new director of either of the Companies was approved
     by a  vote  of at  least  two-thirds  of the  directors  of  either  of the
     Companies  then  still  in  office  who were  directors  of  either  of the
     Companies at the beginning of any such period; or

     (d) removal by the stockholders of all or any of the incumbent directors of
     either of the Companies other than a removal for cause; or


     (e) there  shall be  consummated  at any  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 the Companies to a party
     which is not  controlled  by or under  common  control  with  either of the
     Companies; or



                                 Appendix D - 7


     (f) an  announcement  of any of the  events  described  in  paragraphs  (a)
     through (e) above,  including  but not limited to a press  release,  public
     statement or filing with federal or state regulators.

     Upon  exercise  of  an  Option  during  the  30-day  period  prior  to  the
anticipated  date of  consummation  of a  Change  in  Control,  the  Participant
exercising  the Option may, in lieu of the receipt of Stock upon the exercise of
the Option,  elect by written notice to the Company to receive an amount in cash
equal to the excess of the aggregate  Value (as defined  below) of the shares of
Stock  covered by the Option or portion  thereof  surrendered  determined on the
date the Option is exercised,  over the aggregate  exercise  price of the Option
(such excess is referred to herein as the "Aggregate  Spread") which amount,  in
the event of a Change in Control  as  described  in (f)  above,  will be paid no
later than 15 days prior to the date of  consummation  of such Change in Control
and such  election  may be  revoked  up to that  date;  provided,  however,  and
notwithstanding  any other  provision  of this Plan,  if the end of such  30-day
period prior to the  anticipated  date of consummation of a Change in Control is
within six months of the date of grant of an Option held by a Participant who is
an officer of the Company (for purposes of Section  16(b) of the Exchange  Act),
such Option shall be canceled in exchange for a cash payment to the  Participant
equal to the  Aggregate  Spread on the day which is six months and one day after
the date of grant of such Option.  As used in this Section  12(a)(iii)  the term
"Value"  means the higher of (i) the highest Fair Market Value during the 30-day
period prior to the anticipated date of consummation of a Change in Control, and
(ii) if the  Change  in  Control  is the  result of a  transaction  or series of
transactions  described in  paragraphs  (a) or (b) above,  the highest price per
share of the Stock paid in such transaction or series of transactions  (which in
the case of paragraph  (b) shall be the highest  price per share of the Stock as
reflected in a Schedule 13D by the person having made the  acquisition).  In the
event a  payment  is made to a  Participant  as the  result  of an  announcement
constituting  a  Change  in  Control  and  the  transaction  described  in  such
announcement  is not  consummated,  such payment shall be promptly repaid to the
Company. In the event of repayment, the Company will pay each Participant a "tax
gross-up  payment"  in respect of any taxes  incurred  by the  Participant  with
respect to the amount that has been repaid.  For purposes of this  Section,  the
term "tax  gross-up  payment"  means an amount  such that,  after the payment of
taxes on such tax gross-up  payment,  there remains a balance  sufficient to pay
the taxes being  reimbursed.  For  purposes of this  Section,  the term  "taxes"
includes taxes, penalties and interest imposed by any taxing authority.

     5. The Stock  Option(s)  and any related Stock  Appreciation  Rights may be
exercised during such Participant's lifetime, only by the Participant and, after
his death, only by his heirs legatees or personal representatives who succeed to
his interest under the Option Agreement. The Option Agreement, the Stock Options
and  the  Stock  Appreciation  Rights  issued  under  this  Plan  shall  not  be
transferable by the Participant other than by will or by the laws of descent and
distribution;  provided, however, in addition to non-transferable Stock Options,
the  Committee  may grant  Nonqualified  Stock  Options  that are  transferable,
without  payment of  consideration,  to (i) revocable  trusts for the benefit of
immediate  family members which qualify as grantor trusts for Federal income tax
purposes,  (ii) by gift to immediate  family members,  and (iii) to partnerships
whose only partners are immediate  family members.  The Committee may also amend
outstanding  Nonqualified  Stock  Options to provide  for such  transferability.
Notwithstanding  the foregoing,  in the event that a  transferable  Nonqualified
Stock  Option is  transferred  as  permitted  herein,  such  Nonqualified  Stock
Option(s) may be exercised by such transferee.  The transferee of a transferable
Nonqualified  Stock  Option  is  subject  to all  conditions  applicable  to the
transferable Nonqualified Stock Option prior to its transfer.

                                 Appendix D - 8


     6. To the extent the aggregate  Fair Market Value  (determined  at the time
the Option is  granted)  of the stock  with  respect  to which  Incentive  Stock
Options  are  exercisable  for the  first  time by such  individual  during  any
calendar year (under all such plans of the individual's employer corporation and
its parent and subsidiary  corporation)  exceeds $100,000,  such Option shall be
treated as a Nonqualified Stock Option.

     7. If a  Participant's  employment  terminates by his death,  Disability or
retirement,  the exercise of each Option shall accelerate and become exercisable
in full upon such  termination,  and shall  remain  exercisable  throughout  the
period permitted for exercise as described in Item 3 of this Section 8.

     8. If a  Participant  dies  during  the  period  which he or she could have
exercised an Option  under Item 3 of Section 8 of the Plan,  then the Option may
be exercised by the executors or administrators of the Participant's  estate, or
by any person or persons who may have  acquired  the Option,  directly  from the
Participant  by  bequest  or  inheritance  within  a  period  prescribed  by the
Committee  after  the  Participant's  death,  except  that no  Option  shall  be
exercisable after its expiration date as defined in Item 3(a) or 3(b) of Section
8, whichever is applicable.

SECTION 9:   RECAPITALIZATION

     The number of shares of Stock subject to this Plan, the number of shares of
Stock  covered  by  each  outstanding   Option  (and  any  corresponding   Stock
Appreciation  Rights),  and  the  price  per  share  in each  Option,  are to be
proportionately  adjusted  for any  increase or decrease in the number of issued
shares of Stock resulting from a subdivision or  consolidation  of shares or the
payment of a stock  dividend  (but only on the  Company's  common  stock) or any
other  increase  or  decrease  in the number of those  shares  effected  without
receipt of consideration by the Company.

     Subject to any required action by the  Stockholders if the Company shall be
the surviving corporation in any merger or consolidation, each outstanding Stock
Option (and any corresponding  Stock  Appreciation  Rights) shall pertain to and
apply to the  securities  to which a holder  of the  number  of  shares of stock
subject to that Option would have been entitled. A dissolution or liquidation of
the Company,  a proposed sale of substantially all of the assets of the Company,
or a merger or consolidation  in which the Company is not the surviving  entity,
shall cause each outstanding  Option (and any corresponding  stock  Appreciation
Rights) to  terminate  as of a date to be fixed by the Board;  provided  that no
less than 30 days  written  notice  of the date so fixed  shall be given to each
Optionee,  and each Optionee shall have the right,  during the period of 30 days
preceding such termination,  to exercise his option as to all or any part of the
shares  covered  thereby,  including  shares as to which such  option  would not
otherwise  be  exercisable,  unless  the  parties  to the  transaction  agree to
substitute or assume the options.

     The foregoing adjustments shall be made by the Committee. Fractional shares
resulting  from any  adjustment  in options  pursuant  to this  Section 9 may be
settled as the Committee or the Board (as the case may be) shall determine.

                                 Appendix D - 9


SECTION 10:  GOVERNMENT AND OTHER REGULATIONS

     No Option shall be  exercisable,  no Stock shall be issued,  no certificate
for shares of Stock shall be delivered,  and no payment shall be made under this
Plan  except in  compliance  with all  applicable  federal  and  state  laws and
regulations.  The  Company  shall  have the right to rely on the  opinion of its
counsel as to such compliance.  Any share  certificate  issued to evidence Stock
for which an Option is  exercised  may bear such legends and  statements  as the
Committee may deem  advisable to assure  compliance  with federal and state laws
and regulations.  No Option shall be exercisable,  no Stock shall be issued,  no
certificate  for shares shall be  delivered,  and no payment shall be made under
this Plan  until the  Company  has  obtained  such  consent or  approval  as the
Committee may deem advisable from  regulatory  bodies having  jurisdiction  over
such matters.

SECTION 11:  INDEMNIFICATION OF COMMITTEE

     In addition to such other rights of  indemnification  that they may have as
officers or directors, the Committee members shall be indemnified by the Company
against  the  reasonable  expenses,   including  attorneys'  fees  actually  and
necessarily  incurred  in  connection  with the  Plan's  administration  and the
defense of any action,  suit, or  proceeding,  or in connection  with any appeal
therein,  to which  they or any of them may be a party by  reasons of any action
taken or  failure to act under or in  connection  with the Plan or any Option or
Stock Appreciation Right granted  thereunder.  The Committee members are also to
be indemnified  against all amounts paid by them in settlement thereof (provided
that  settlement  is  approved  by  independent  legal  counsel  selected by the
Company) or paid by them in satisfaction of a judgment in any such action,  suit
or proceeding, except in relation to matters as to which it shall be adjudged in
such action,  suit or proceeding that such Committee  member is liable for gross
negligence or willful misconduct in the performance of his/her duties;  provided
that within 60 days after  institution of any such action,  suit or proceeding a
Committee member shall in writing offer the Company the opportunity,  at its own
expense, to handle and defend the same.

SECTION 12:  MISCELLANEOUS

     The adoption of this Plan,  its operation,  or any documents  describing or
referring to this Plan (or any part thereof)  shall not confer upon any employee
any right to  continue  in the  employ of the  Company  or in any way affect any
right and power of the Company to terminate  the  employment  of any employee at
any time with or without assigning a reason thereof.


     This Plan,  insofar as it provides for grants,  shall be unfunded,  and the
Company  shall not be required to  segregate  any assets that may at any time be
represented by grants under the Plan. Any liability of the Company to any person
with  respect  to any grant  under  this  Plan  shall be based  solely  upon any
contractual  obligations  which may be created  pursuant  to this Plan.  No such
obligation  of the  Company  shall be deemed to be  secured by any pledge of, or
other encumbrance on, any property of the Company.

                                 Appendix D - 10


SECTION 13:  WITHHOLDING

     The Company  shall deduct from any payment,  or otherwise  collect from the
recipient,  any  taxes  required  to be  withheld  by  federal,  state  or local
governments  in  connection  with any Stock  Option.  The  recipient  may elect,
subject to approval by the  Committee,  to have shares of Stock  withheld by the
Company in satisfaction of such taxes, or to deliver other shares of stock owned
by the  recipient  in  satisfaction  of such  taxes.  The number of shares to be
withheld or delivered shall be calculated by reference to the Fair Market of the
appropriate class or series of Stock on the date that such taxes are determined.

     The Plan shall be  administered  in the State of New York and the validity,
construction,  interpretation,  administration  and  effect of the Plan shall be
determined solely in accordance with the laws of that State.

     IN WITNESS WHEREOF,  the Company has caused this Plan to be adopted on this
1st day of March 2004.

                                    TRUSTCO BANK CORP NY


                                    By:
                                       ------------------
                                       Robert J. McCormick

                                    Title President and Chief Executive Officer
                                         -----------------------------------




                                 Appendix D - 11





                                   APPENDIX E.

                    Article VI - CERTIFICATE OF INCORPORATION

                     Directors; Election and Classification


The following is the text of Article VI of TrustCo's Amended and Restated
Certificate of Incorporation, as currently in effect:

     6. The entire  Board of  Directors,  consisting  of not less than seven (7)
     members and not more than twenty (20) members,  shall be divided into three
     (3) classes of not less than two (2) members each, which classes are hereby
     designated  as Class A,  Class B and Class C. The  number of  directors  of
     Class A shall equal  one-third  (1/3) of the total  number of  directors as
     determined  in the  manner  provided  in the  Bylaws  (with any  fractional
     remainder to count as one);  the number of directors of Class B shall equal
     one-third  (1/3) of said total  number of directors  (or the nearest  whole
     number  thereto);  and the number of  Directors in Class C shall equal said
     total  number of  directors  minus the  aggregate  number of  Directors  in
     Classes A and B. At the election of the first Board of Directors, the class
     of each of the members then elected shall be designated. The term of office
     of each member then  designated  as a Class A director  shall expire at the
     annual  meeting of  shareholders  next  ensuing,  that of each  member then
     designated as a Class B director at the annual meeting of shareholders  one
     year  thereafter,  and that of each  member  then  designated  as a Class C
     director at the annual meeting of  shareholders  two years  thereafter.  At
     each  annual   meeting  of   shareholders   held  after  the  election  and
     classification of the first Board of Directors,  directors to succeed those
     whose terms expire at such annual  meeting  shall be elected to hold office
     for a term expiring at the third succeeding  annual meeting of shareholders
     and until their  respective  successors  are elected and have  qualified or
     until their  respective  earlier  displacement  from office by resignation,
     removal or otherwise.

     The Board of  Directors  of the  Corporation  shall have the  authority  to
establish from time to time the exact number of directors, as shall be set forth
in resolutions that may be adopted by the Board of Directors.


The  following  is the text of  Article VI of  TrustCo's  Amended  and  Restated
Certificate of Incorporation, as proposed to be amended:

     6. The  entire  Board of  Directors,  consisting  of not less than five (5)
     members and not more than fifteen (15) members, shall be divided into three
     (3) classes of not less than two (2) members each, which classes are hereby
     designated  as Class A,  Class B and Class C. The  number of  directors  of
     Class A shall equal  one-third  (1/3) of the total  number of  directors as
     determined  in the  manner  provided  in the  Bylaws  (with any  fractional
     remainder to count as one);  the number of directors of Class B shall equal
     one-third  (1/3) of said total  number of directors  (or the nearest  whole
     number  thereto);  and the number of  Directors in Class C shall equal said
     total  number of  directors  minus the  aggregate  number of  Directors  in
     Classes A and B. At the election of the first Board of Directors, the class
     of each of the members then elected shall be designated. The term of office
     of each member then  designated  as a Class A director  shall expire at the
     annual  meeting of  shareholders  next  ensuing,  that of each  member then
     designated as a Class B director at the annual meeting of shareholders  one
     year  thereafter,  and that of each  member  then  designated  as a Class C
     director at the annual meeting of  shareholders  two years  thereafter.  At
     each  annual   meeting  of   shareholders   held  after  the  election  and
     classification of the first Board of Directors,  directors to succeed those
     whose terms expire at such annual  meeting  shall be elected to hold office
     for a term expiring at the third succeeding  annual meeting of shareholders
     and until their  respective  successors  are elected and have  qualified or
     until their  respective  earlier  displacement  from office by resignation,
     removal or otherwise.

                                 Appendix E - 1


     The Board of  Directors  of the  Corporation  shall have the  authority  to
establish from time to time the exact number of directors, as shall be set forth
in resolutions that may be adopted by the Board of Directors.


                                 Appendix E - 2



APPENDIX F

                              TRUSTCO BANK CORP NY
                    PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
                                  MAY 17, 2004


The Board of Directors recommends a vote "FOR" proposals 1A, 1B, 2, 3, 4 and
5 below.

1 A. Election of Robert A. McCormick and Joseph A. Lucarelli
as directors for three-year terms.

[ ] FOR ALL
[ ] WITHHELD FOR ALL
[ ] FOR ALL EXCEPT the following nominees:___________________________

1 B. Election of Anthony J. Marinello, M.D.; Ph.D. for one-year term.

[ ] FOR
[ ] WITHHOLD

2. Adoption of the 2004 TrustCo Bank Corp NY Directors Stock Option Plan.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

3. Adoption of the 2004 TrustCo Bank Corp NY Stock Option Plan.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

4. Adoption of an amendment to TrustCo's Amended and Restated Certificate of
   Incorporation to change the minimum and maximum numbers of directors.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

5. Ratification of the Appointment of KPMG LLP as TrustCo's independent
auditors for 2004.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

SPECIAL NOTES
  [ ] I plan to attend meeting.     [ ] I plan to bring a guest.
  [ ] Comments on reverse side
SIGNATURES_________________________________DATE_______________, 2004

Please sign and date this proxy card exactly as your name(s)  appears  above and
return it promptly whether or not you plan to attend the meeting. If signing for
a corporation or partnership or as an agent, attorney or fiduciary, indicate the
capacity  in which you are  signing.  If you do attend the meeting and decide to
vote by ballot, such vote will supersede this proxy.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TRUSTCO BANK CORP
NY FOR THE  ANNUAL  MEETING  OF  SHAREHOLDERS  TO BE HELD  AT THE  GLEN  SANDERS
MANSION, ONE GLEN AVENUE, SCOTIA, NEW YORK 12302, ON MAY 17, 2004.

The person  who's name and  signature  appears on the front of this card  hereby
appoints  M.Norman Brickman and William F. Terry, and each of them, the proxy or
proxies of such person,  with full power of substitution,  to vote all shares of
common  stock of TrustCo  Bank Corp NY which such  person is entitled to vote at
the Annual Meeting, and at any adjournments or postponements thereof.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED,  IT WILL
BE VOTED FOR ALL THE  NOMINEES  LISTED IN PROPOSAL  1A AND 1B AND FOR  PROPOSALS
2,3,4,AND 5 AND IN THE  DISCRETION  OF THE PROXIES ON SUCH OTHER  MATTERS AS MAY
PROPERLY COME BEFORE THE ANNUAL  MEETING OR ANY  ADJOURNMENTS  OR  POSTPONEMENTS
THEREOF.

Please  sign and date this proxy card on the reverse  side and mail  promptly in
the  enclosed  postage-paid  envelope.  If you do not sign and return a proxy or
attend the meeting and vote by ballot, your shares cannot be counted.

Comments:______________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

(If you have written in the above space, please mark the "Comments" box on the
oher side of this card.)



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