Edgar Filing: TRUSTCO BANK CORP N Y

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TRUSTCO Bank Corp NY

5 Sarnowski Drive, Glenville, New York 12302

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Shareholders of TrustCo Bank Corp NY:

Notice is hereby given that the Annual Meeting of Shareholders of TrustCo
Bank Corp NY, a New York corporation, will be held at Mallozzi's Restaurant
and Banquet House, 1930 Curry Road, Rotterdam, New York 12303, on May 15,
2006, 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 an amendment to TrustCo's Amended and Restated
Certificate of Incorporation to increase the authorized shares of
common stock from 100,000,000 to 150,000,000.

3. Ratification of the appointment of KPMG LLP as TrustCo's
independent auditors for 2006.

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

By Order of the Board of Directors,

/s/ Robert M. Leonard
---------------------
Robert M. Leonard
Secretary

April 3, 2006

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 15, 2006

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 15, 2006, at Mallozzi's
Restaurant and Banquet House, 1930 Curry Road, Rotterdam, New York 12303.
This proxy statement and the form of proxy were first mailed to shareholders
on or about April 3, 2006.

The record date for the Annual Meeting is March 23, 2006. Only
shareholders of record at the close of business on March 23, 2006 are
entitled to notice of and to vote at the Annual Meeting. Shareholders of
record on that date are entitled to one vote for each share of TrustCo common
stock they hold. Each share of TrustCo's common stock has one vote, and, as
of March 1, 2006, there were 74,863,654 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 in determining a quorum.

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

o "for" each of the nominees for director,

o "for" adoption of an amendment to TrustCo's Amended and Restated
Certificate of Incorporation to increase the authorized shares of
TrustCo's common stock from 100,000,000 to 150,000,000, and

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

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

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

TrustCo will solicit proxies primarily by mail, although proxies also
may be solicited by directors, officers, and employees of TrustCo or our
wholly owned subsidiary, Trustco Bank. These persons may solicit proxies
personally or by telephone, and they will receive no additional compensation
for such services. TrustCo has also retained Regan & Associates, Inc. to aid
in the solicitation of proxies for a solicitation fee of $7,000 plus expenses
and a delivery fee of $3,000. 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
three directors to serve on the TrustCo board of directors. The nominees for
election as directors for three-year terms expiring at TrustCo's 2009 Annual
Meeting are Thomas O. Maggs, Robert J. McCormick and William J. Purdy. Each
of the nominees is an incumbent director and was approved by TrustCo's board
of directors.

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

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

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

Information with regard to the business experience of each director and
nominee and the ownership of common stock on December 31, 2005 has been
furnished by each director and nominee or has been obtained from TrustCo's
records. TrustCo's common stock is the only class of its equity securities
outstanding.

INFORMATION ON TRUSTCO DIRECTORS AND NOMINEES
NOMINEES FOR ELECTION AS TRUSTCO DIRECTORS(1) FOR
THREE-YEAR TERM TO EXPIRE IN 2009

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

Thomas O. Maggs, Age 61, President, 5,600 *
Maggs & Associates (insurance broker).
Director of TrustCo and Trustco Bank
since 2005.

Robert J. McCormick, Age 42, President 1,283,128 1.70
and Chief Executive Officer of TrustCo
since January 2004, Executive Officer
of TrustCo since 2001 and President
and Chief Executive Officer of Trustco
Bank since November 2002. Director of
TrustCo and Trustco Bank since 2005.
Joined Trustco Bank in 1995.
Robert J. McCormick is the son of
Robert A. McCormick.

William J. Purdy, Age 71, President, 54,098 *
Welbourne & Purdy Realty, Inc.
Director of TrustCo and Trustco
Bank since 1991.

OTHER TRUSTCO DIRECTORS

Joseph A. Lucarelli, Age 65, 158,023 *
President, Traditional Builders
(residential home builder and
developer). Former President,
Bellevue Builders Supply, Inc.
Director of TrustCo and
Trustco Bank since 1999.

Anthony J. Marinello, M.D., Ph.D., 64,260 *
Age 50, Physician. Director of
TrustCo and Trustco Bank since 1999.

See footnotes on page 5.

Robert A. McCormick, Age 69, 2,537,644 3.35
Chairman of TrustCo and Trustco Bank
since 2001. President and Chief
Executive Officer of TrustCo and
Trustco Bank 1984- 2002. Director of
TrustCo and Trustco Bank since 1980.
Mr. McCormick retired as an Executive
Officer of TrustCo and Trustco Bank
as of November 1, 2002.

William D. Powers, Age 64, 82,965 *
Partner, Powers & Company, LLC
(consultants); former Chairman,
New York Republican State Committee.
Director of TrustCo and Trustco Bank
since 1995.

INFORMATION ON TRUSTCO EXECUTIVE OFFICERS

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

Robert T. Cushing, Age 50, 1,162,937 1.54
Executive Vice President and
Chief Financial Officer of TrustCo
since January 2004, President,
Chief Executive Officer, and Chief
Financial Officer of TrustCo from
November 2002 to December 2003,
Executive Officer of TrustCo and
Trustco Bank since 1994. Joined
TrustCo and Trustco Bank in 1994.

Scot R. Salvador, Age 39, Executive 383,096 *
Vice President and Chief Banking
Officer of TrustCo and Trustco Bank
since January 2004. Executive Officer
of TrustCo and Trustco Bank since 2004.
Joined Trustco Bank in 1995.

Robert M. Leonard, Age 43, Secretary 77,113 *
of TrustCo and Trustco Bank since 2003,
Administrative Vice President of
TrustCo and Trustco Bank since 2004.
Executive Officer of TrustCo and
Trustco Bank since 2003. Joined
Trustco Bank in 1986.

See footnotes on page 5.

Sharon J. Parvis, Age 55, 99,522 *
Assistant Secretary of TrustCo
and Trustco Bank since 2005,
Vice President of Trustco Bank
since 1996, Executive Officer of
TrustCo and Trustco Bank since 2005.
Joined Trustco Bank in 1987.

Thomas M. Poitras, Age 43, 62,138 *
Assistant Secretary of TrustCo
and Trustco Bank since 2003,
Vice President of Trustco Bank
since 2001, Executive Officer of
TrustCo and Trustco Bank since 2005.
Joined Trustco Bank in 1986.

See footnotes below.

TRUSTCO DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS AS A GROUP
(12 INDIVIDUALS) BENEFICIALLY OWN 5,970,524 SHARES OF COMMON STOCK,
WHICH REPRESENTS 7.63% OF THE OUTSTANDING SHARES.

Footnotes:

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

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

(3) Each director and executive officer named herein has sole voting and
investment power with respect to the shares listed above except as noted
below. Voting or investment power is shared by the spouse or other
immediate family members with respect to the number of shares indicated
for the following directors or executive officers: Dr. Anthony J.
Marinello, 20,176 shares, William D. Powers, 78,965 shares, Robert J.
McCormick, 7,810 shares, Robert T. Cushing, 8,483 shares, Thomas M.
Poitras, 3,545 shares, and Robert M. Leonard, 9,547 shares. Voting or
investment power is held by the spouse or other immediate family members
with respect to the number of shares indicated for the following
directors or executive officers, each of whom disclaims beneficial
ownership of such securities: Robert T. Cushing, 447,433 shares; Joseph
A. Lucarelli, 23,805 shares; Dr. Anthony J. Marinello, 15,236 shares;
Robert A. McCormick, 68,994 shares; Robert J. McCormick, 4,409 shares;
and Robert M. Leonard, 2,702 shares. Voting authority for 33,768 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 101,302 shares in trust at Trustco
Bank for which Robert J. McCormick is co-trustee, and 66,667 shares that
are held by Trustco Bank as a co-trustee of trusts for the benefit of
Robert J. McCormick or his family. The number of shares owned by each of
the directors and executive officers includes options to acquire the
following number of shares: Robert T. Cushing, 707,020 shares; Robert M.
Leonard, 45,500 shares; Joseph A. Lucarelli, 12,040 shares; Dr. Anthony
J. Marinello, 25,249 shares; Robert A. McCormick, 1,057,500 shares;
Robert J. McCormick, 883,527 shares; William D. Powers, 4,000 shares;
William J. Purdy, 14,685 shares; Scot R. Salvador, 359,763 shares;
Sharon J. Parvis, 95,528 shares; and Thomas M. Poitras, 40,000 shares.

* Less than 1%.

Director Fees, Committees and Attendance

TrustCo's board held eight meetings during 2005. Each director who is
not an employee of TrustCo or Trustco Bank currently receives for his
services as director a fee in the amount of $10,000 for each meeting attended
of the TrustCo or Trustco Bank board of directors. 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. The value of these benefits was approximately
$56,800 for 2005.

On August 16, 2005, TrustCo and Robert A. McCormick entered into an
extension of his current consulting agreement under which Mr. McCormick will
serve as a consultant to the Board of Directors of TrustCo and to the boards
of directors of each of its affiliates, rendering to such boards and to
individual members of such boards consulting services and advice on an
as-needed basis with respect to matters pertaining to TrustCo and its
affiliates. The services rendered will be advisory only, and McCormick's
services as a consultant will be rendered, during his lifetime, at such times
and places as may be mutually convenient to the boards and Mr. McCormick. The
extension of the consulting agreement will be effective on June 1, 2006.

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

All of the directors, except for Robert A. McCormick and Robert J.
McCormick, would be considered to be "independent directors" under the
listing qualifications rules for companies such as TrustCo, whose shares are
traded on The NASDAQ National Market.

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).

TrustCo maintains a standing Audit Committee, which held four meetings
in 2005. The directors currently serving on the Audit Committee are William
D. Powers (Chairman), Joseph A. Lucarelli, Dr. Anthony J. Marinello, Thomas
O. Maggs, and William J. Purdy. The function of the Audit Committee is to
review TrustCo's and Trustco Bank's internal audit procedures and also to
review the adequacy of internal accounting controls for TrustCo and Trustco
Bank. In addition, the Audit Committee annually recommends the use of
external audit firms by TrustCo and Trustco Bank in the coming year, after
reviewing performance of the existing vendors and available audit resources.
Please refer to the discussion under "Audit Committee" for a more detailed
description of the Audit Committee's activities.

TrustCo's Compensation Committee held two meetings in 2005. The
directors currently serving on the Compensation Committee are Joseph A.
Lucarelli (Chairman), Thomas O. Maggs, Dr. Anthony J. Marinello, William D.
Powers, and William J. Purdy. The function of the Compensation Committee is
to review general compensation practices of TrustCo and Trustco Bank and to
recommend to the board of directors the salary and benefits for executive
officers. 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 the directors attended the
2005 Annual Meeting.

Director Nomination Policies

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

The board of directors believes it is appropriate for TrustCo not to
have a standing nominating committee because a high proportion (five out of
seven) of TrustCo's directors are independent directors under The Nasdaq
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 members. Consequently, the board
believes TrustCo and its shareholders are best served by having all directors
participate in the deliberative process of choosing nominees for directors of
TrustCo.

To provide guidance to the board in its consideration of nominees for
board membership, TrustCo's board of directors has adopted a Director
Nominations Policy. A copy of this policy was included as an appendix to
TrustCo's proxy statement for its 2004 Annual Meeting of Shareholders. The
board believes that it is the responsibility of each member of the board to
identify, and bring to the attention of the full board, persons who may be
suitable for election to the board, and the board maintains an active file of
potential suitable candidates for consideration as nominees.

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

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

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

TrustCo and Trustco Bank Executive Officer Compensation

The following table sets forth, for the fiscal year ended December 31,
2005, 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 Robert M. Leonard and
Sharon J. Parvis) has an employment agreement and a supplemental retirement
agreement described in subsequent pages.

Summary Compensation Table

Long Term
Compensation
Annual Compensation Awards
------------------------------------- ------------
Securities
Other Underlying
Annual Options/ All Other
Salary Bonus Compensation SARs Compensation
Year ($) ($)(1) ($)(2) (#) ($)
---- ------- ------- ------------ ------------ ------------

Robert J. McCormick (3)
President & Chief 2005 360,000 774,000 35,306 200,000 --
Executive Officer, 2004 325,000 698,750 40,109 300,000 --
TrustCo and Trustco 2003 300,000 645,000 21,723 -- --
Bank

Robert T. Cushing (4)
Executive Vice President 2005 300,000 645,000 30,678 100,000 --
& Chief Financial 2004 300,000 645,000 17,344 100,000 --
Officer, TrustCo 2003 300,000 645,000 21,557 -- --
and Trustco Bank

Scot R. Salvador (5)
Executive Vice President 2005 200,000 430,000 21,495 100,000 --
& Chief Banking Officer, 2004 175,000 376,250 18,109 150,000 --
TrustCo and Trustco Bank

Robert M. Leonard (6)
Secretary and Administrative 2005 110,000 29,700 2,375 7,500 --
Vice President, 2004 89,156 24,114 390 7,500 --
TrustCo and Trustco Bank

Sharon J. Parvis (7)
Assistant Secretary, 2005 110,000 29,700 -- 7,500 --
TrustCo and Trustco Bank
and Vice President
Trustco Bank

(1) Bonus amounts include payments to 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) 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.

(4) Robert T. 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.

(5) Scot R. Salvador became Executive Vice President and Chief Banking
Officer of TrustCo and Trustco Bank on January 1, 2004.

(6) Robert M. Leonard became Secretary of TrustCo and Trust Bank on May 20,
2003, and became Administrative Vice President of TrustCo and Trustco
Bank on October 1, 2004.

(7) Sharon J. Parvis became Assistant Secretary of TrustCo and Trustco Bank
on March 15, 2005, and became Vice President of Trustco Bank on November
24, 1996.

Option/SAR Grants in Last Fiscal Year

The following table sets forth, for the fiscal year ended December 31, 2005,
information with respect to each of TrustCo's executive officers concerning
grants of stock options.

Potential Realizable Value
At Assumed Annual Rates
Of Stock Price
Appreciation
Individual Grants For Option Term (4)
------------------------------------------------------------------------------------- ----------------------------
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted (#)(1) Fiscal Year (2) ($/Sh)(3) Date 5% 10%
------------------- -------------- --------------- --------- ---------- ---------- ----------

Robert J. McCormick 200,000 38.00% $12.15 1/21/15 $1,528,000 $3,872,000
Robert T. Cushing 100,000 19.00% $12.15 1/21/15 764,000 1,936,000
Scot R. Salvador 100,000 19.00% $12.15 1/21/15 764,000 1,936,000
Robert M. Leonard 7,500 1.40% $12.15 1/21/15 57,300 145,200
Sharon J. Parvis 7,500 1.40% $12.15 1/21/15 57,300 145,200

(1) Options granted in 2005 initially were to become exercisable in five
annual installments. On December 20, 2005, TrustCo's board accelerated
the vesting of options so that all options became fully exercisable at
that time.

(2) The total number of options granted in 2005 was 526,000, of which
415,000 (78.9%) were issued to the executive officers named above,
12,000 (2.3%) were issued to nonemployee directors, and 99,000 (18.8%)
were issued to officers and employees of TrustCo and Trustco Bank, other
than the executive officers named above.

(3) Exercise or base price is equal to the closing price for the common
stock as quoted by The Nasdaq Stock Market on the date of the grant.

(4) The amounts included reflect pre-tax gain. The dollar amounts under
these columns are the result of calculations assuming stock price
appreciation at the 5% and 10% annualized rates required by S.E.C. rules
and, therefore, are not intended to forecast possible future
appreciation, if any, of TrustCo's stock price, including any
appreciation in the event of a change in control. TrustCo's per share
stock price would be $19.79 and $31.51 if it increased by 5% and 10%
respectively, compounded annually over the option term.

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, 2005, as well as
the value of unexercised options and stock appreciation rights as of December
31, 2005.

Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#)(2) FY-End ($)(3)
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise (#) Realized ($)(1) Unexercisable Unexercisable
------------------- --------------- --------------- --------------- --------------------

Robert J. McCormick 25,273 $180,702 883,527/-- $ 883,762/--
Robert T. Cushing 23,176 906,329 707,020/-- 1,290,055/--
Scot R. Salvador 8,148 52,976 359,763/-- 327,224/--
Robert M. Leonard -- -- 45,500/-- 67,860/--
Sharon J. Parvis -- -- 95,528/-- 313,746/--

(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, 2005. On December 20, 2005, TrustCo's board accelerated the
vesting of options so that all options previously awarded became fully
vested and exercisable.

(3) The amounts shown reflect pre-tax gain. The value of unexercised
in-the-money options and SARs is based on the December 31, 2005, closing
price for TrustCo common stock of $12.42.

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 2005 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; Scot
R. Salvador, 35 years; Robert M. Leonard, 42 years; and Sharon J. Parvis, 28
years.

Pension Plan Table

Annual Benefits for Years of Service
-----------------------------------------------------------
Remuneration 15 20 25 30 35
------------ -------- -------- -------- -------- --------
$ 200,000 $ 56,800 $ 75,700 $ 94,600 $114,600 $117,900
300,000 86,800 115,700 144,600 174,600 180,900
400,000 116,800 155,700 194,600 234,600 243,900
500,000 146,800 195,700 244,600 294,600 306,900
600,000 176,800 235,700 294,600 354,600 369,800
700,000 206,800 275,700 344,600 414,600 432,800
800,000 236,800 315,700 394,600 474,600 495,800
900,000 266,800 355,700 444,600 534,600 558,700
1,000,000 296,800 395,700 494,600 594,600 621,700
1,100,000 326,800 435,700 544,600 654,600 684,700
1,200,000 356,800 475,700 594,600 714,600 747,700
1,300,000 386,800 515,700 644,600 774,600 810,600
1,400,000 416,800 555,700 694,600 834,600 873,600

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 2005, the
annual Internal Revenue Code limit for a straight-life annuity benefit at
normal retirement age was $170,000, 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, and Scot R. Salvador. 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 under the Executive Officer Incentive Plan described below. 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 are not eligible to participate in
any employer contributions to the Trustco Bank Profit Sharing/401(k) Plan in
consideration of the potential benefits under the TrustCo Executive Officer
Incentive Plan. 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.

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
retirement or disability. 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 any employer contributions to the Trustco Bank Profit
Sharing/401(k) Plan will not effect a termination of the employment
agreement.

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.

Robert A. McCormick Employment Agreement

Under Robert A. 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.

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 was 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 per unit.

Report on Executive Compensation

The Compensation Committee of Trustco Bank was responsible in 2005 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, except Robert M. Leonard and
Sharon J. Parvis, with each of TrustCo and Trustco Bank. These employment
agreements were previously described.

The Compensation Committee of the board of directors of Trustco Bank,
the present members of which are Joseph A. Lucarelli (Chairman), Thomas O.
Maggs, Dr. Anthony J. Marinello, William D. Powers, and William J. Purdy
(none of whom was an officer of TrustCo or Trustco Bank during 2005),
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, 2005.

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.

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, and Scot R. Salvador) 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 plan, the Performance Bonus Plan, 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 incentive plans and the supplemental retirement plan.

The Compensation Committee met twice during the year, January and
October 2005. 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 sixteen regional bank holding companies,
which group is comprised of the institutions that constituted the SNL
Financial LC Superregional 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 three
senior executive officers, all of which have a very broad scope of
responsibilities, whereas all other institutions in this peer group have a
larger pool of such officers.

As part of the evaluation, the Compensation Committee reviews financial
information for comparable companies. The Compensation Committee utilized
data prepared by SNL Financial for return on average assets and return on
average equity of a peer group of companies. These calculations were
performed by SNL Financial utilizing information and methodologies that they
determined. The SNL Financial report indicated that the peer group of
companies had a one-year return on average assets of 1.49% as compared to
TrustCo with a 2.00% return. The report also indicated that the peer group
had a return on average equity of 16.46% as compared to TrustCo with a 25.2%
return. Another factor in determining executive compensation is TrustCo's
efficiency ratio, which according to SNL Financial was 39.67%; whereas the
peer group average for efficiency ratio was 57.86%.

Pursuant to the policies regarding salaries and benefits described in
this report, the Compensation Committee recommended Robert J. McCormick's
annual salary be increased to $400,000, Robert T. Cushing's annual salary be
increased to $310,000, and Scot R. Salvador's annual salary be increased to
$225,000 for 2006.

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
Superregional 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 percentage 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 2005 was
26.07%.

In consideration of the potential benefits payable under the incentive
program described above, senior executive officers are not eligible to
participate in employer contributions to Trustco Bank's Profit Sharing/401(k)
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.

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

Audit Committee

The Audit Committee of TrustCo's board is responsible for providing
independent, objective oversight of TrustCo's accounting functions, internal
controls, and financial reporting process. The Audit Committee is composed of
five directors, each of whom is independent under listing standards of The
NASDAQ National 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 and Company, PC, an independent
accounting firm, as a consultant to the Committee.

The Audit Committee operates under a written Charter approved by the
board of directors. Each year, the Audit Committee reviews the adequacy of
the Charter and recommends any changes or revisions that the committee
considers necessary or appropriate. A copy of TrustCo's Audit Committee
charter, which was reviewed and reapproved by TrustCo's board of directors on
February 21, 2006, was attached to TrustCo's proxy statement for its 2004
Annual Meeting of Shareholders.

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, 2005 and 2004,
and fees billed for other services provided by KPMG during 2005 and 2004.

2005 2004
-------- --------
Audit fees $308,500 $315,000
Audit related fees(1) 79,400 23,500
Tax fees(2) 144,700 148,110
All other fees(3) 86,969 85,700
-------- --------
Total fees $619,569 $572,310
======== ========

(1) For 2005, audit related fees included $23,500 for audits of certain
employee benefit plan financial statements and $55,900 for audit and
accounting related services.

(2) For 2005 and 2004, tax fees include tax return preparation services and
other compliance services.

(3) For 2005, all other fees consisted of fees for tax planning services.
For 2004, all other fees included $79,000 for tax planning services and
$6,700 for other tax services.

It is the Audit Committee's policy to preapprove 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.

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 TrustCo's
internal auditors.

In connection with these responsibilities, the Audit Committee met with
management and KPMG to review and discuss TrustCo's December 31, 2005
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, 2005 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, 2005, to be filed
with the Securities and Exchange Commission.

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

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 eighteen other
regional bank holding companies compiled by SNL Financial LC, called the
Superregional 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, and TrustCo management believes that longer-term performance is
of greater importance to TrustCo shareholders. The banks comprising the
Superregional Bank Index are: AmSouth Bancorp, BB&T Corp., Comerica Inc.,
Fifth Third Bancorp, First Horizon 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., SunTrust Banks, Inc., 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.

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

[GRAPHIC]

Period Ending
-----------------------------------------------------------------
Index 12/31/00 12/31/01 12/31/02 12/31/03 12/31/04 12/31/05
-----------------------------------------------------------------------------------------------------------------

TrustCo Bank Corp NY 100.00 124.58 112.08 143.82 157.72 149.06
S&P 500 100.00 88.11 68.64 88.33 97.94 102.74
SNL Superregional Banks Index 100.00 97.13 100.14 128.59 142.54 143.47

COMPARISON OF 15-YEAR CUMULATIVE TOTAL RETURN
AMONG TRUSTCO BANK CORP NY, THE S&P 500 INDEX
AND SUPERREGIONAL BANKS INDEX

[GRAPHIC]

Period Ending
----------------------------------------------------------------------------------------------
Index 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
-------------------------------------------------------------------------------------------------------------------------------

TrustCo Bank Corp NY 100.00 155.46 202.86 285.08 293.55 405.54 473.46 727.58 958.07 880.65
S&P 500 100.00 130.47 140.41 154.57 156.61 215.46 264.93 353.31 454.28 549.86
SNL Superregional Banks Index 100.00 168.57 215.44 225.39 213.20 332.57 460.93 668.91 721.20 588.64

Period Ending
------------------------------------------------------------------
Index 2000 2001 2002 2003 2004 2005
---------------------------------------------------------------------------------------------------

TrustCo Bank Corp NY 978.62 1,219.18 1,096.88 1,407.42 1,543.47 1,458.69
S&P 500 499.83 440.40 343.07 441.48 489.51 513.55
SNL Superregional Banks Index 735.09 713.97 736.14 945.25 1,047.77 1,054.64

Vote Required and Recommendation

The three nominees for election to the TrustCo board for three-year
terms expiring at the 2009 Annual Meeting of Shareholders who receive the
greatest number of votes will be elected to the board. Each nominee must
receive the affirmative vote of a majority of the outstanding shares of
TrustCo common stock in order to be elected a director.

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

Item 2. Amendment to TrustCo's Amended and Restated Certificate of
Incorporation to Increase the Number of Authorized Shares

The board of directors has approved an amendment to Section 4.1 of the
Amended and Restated Certificate of Incorporation (the "certificate of
incorporation") to increase the number of authorized shares of common stock
from 100,000,000 shares to 150,000,000 shares. The amendment is subject to
the approval of shareholders. On March 1, 2006, there were issued and
outstanding 82,119,360 shares of common stock, 7,255,706 shares of treasury
stock, 4,178,049 shares of common stock reserved for issuance underlying
currently issued and outstanding options and 1,158,500 shares of common stock
underlying options not granted but reserved for issuance under certain of the
existing stock option plans.

If shareholders approve the proposed amendment, TrustCo will have
approximately 62,544,091 shares of common stock not reserved for specific use
and available for future issuances.

Reasons For and Effect of the Certificate Amendment

The increase in authorized shares will provide common stock for issuance
from time to time as may be necessary in connection with the declaration of
stock dividends or stock splits, future financings, investment opportunities,
acquisitions of other companies or other distributions, or for other
corporate purposes. Other than a potential stock dividend or stock split or
issuances under the stock option and dividend reinvestment plans, TrustCo has
no present plans, understandings or agreements for issuing the additional
shares to be authorized by the proposed amendment. The board of directors
believes it is necessary, however, to have additional shares authorized under
TrustCo's certificate of incorporation in order to enable it, as the need may
arise, to take prompt advantage of market conditions and the availability of
favorable opportunities without the delay and expense incident to the holding
of a special meeting of shareholders or waiting for a subsequent annual
meeting.

Holders of TrustCo common stock do not possess preemptive rights and
thus will not have a first right of refusal to purchase the additional shares
of authorized common stock if the proposed amendment is approved. The
issuance of additional shares of common stock may dilute the equity ownership
position of current TrustCo shareholders, and future issuances of common
stock, other than issuances on a pro rata basis to all shareholders, would
reduce each shareholder's proportionate interest in TrustCo. The proposed
increase in the authorized number of shares will not, however, otherwise
change the rights, preferences, privileges or restrictions of TrustCo common
stock. The newly authorized shares of common stock will, upon issuance, have
all of the rights and privileges of currently authorized common stock.

The additional authorized shares may be used for any proper corporate
purpose approved by the board of directors without further action by
shareholders, unless required by law, regulation or the rules of any stock
exchange or quotation system on which TrustCo's common stock is then listed
or quoted (currently The Nasdaq Stock Market). Shareholder approval
requirements may apply in the case of certain transactions, such as business
combinations or the adoption of employee benefit plans. If any such shares
are to be issued in connection with potential business transactions that
independently require shareholder approval, such approval will be sought at
the appropriate time. The availability of additional authorized shares will
enable TrustCo's board to act with flexibility and dispatch when favorable
opportunities arise.

Although the amendment is being proposed for reasons other than as an
"anti-takeover" device, the additional authorized shares, if issued, could
make it more difficult for a person to acquire the requisite amount of stock
needed to control TrustCo. For example, in the event of a hostile attempt to
take over control of TrustCo, it may be possible for TrustCo to try to impede
the attempt by issuing shares of common stock, thereby diluting or impairing
the voting power of the other outstanding shares of common stock and
increasing the potential costs to acquire control of TrustCo. The amendment
therefore may have the effect of discouraging unsolicited takeover attempts,
thereby potentially limiting the opportunity for shareholders to dispose of
their shares at the higher price generally available in takeover attempts or
that may be available under a merger proposal. The issuance of additional
shares also could have the effect of making it more difficult to remove
incumbent management.

TrustCo's certificate of incorporation and bylaws as currently in effect
contain provisions that also may be viewed as having an "anti-takeover"
effect. For example, Article 10 of the certificate of incorporation provides
that a "business combination," which is defined to include mergers,
consolidations and acquisitions of substantially all of TrustCo's assets,
involving TrustCo and any entity owning more than 5% of TrustCo's voting
stock, may not be consummated even if the normal statutory requirements are
met, unless the business combination also (i) involves payment of "fair
consideration" to TrustCo's shareholders as described in TrustCo's
certificate of incorporation, (ii) is approved by at least two-thirds of the
disinterested directors, or (iii) is approved by at least two-thirds of the
outstanding voting shares. This "fair consideration" provision was included
in the certificate of incorporation to make it more likely that any
acquisition of TrustCo will involve payment of a fair price to all TrustCo
shareholders.

Further, TrustCo's certificate of incorporation and bylaws also provide
for a classified board of directors, under which one-third of the directors
are elected to three-year terms at each annual shareholders' meeting. In
effect, the existence of a classified board may increase the time required
for any one or more persons owning a majority or controlling block of stock
to elect a majority of the directors. Without a classified board, a change in
control can be accomplished at a single annual shareholders' meeting; with a
classified board, at least two successive annual shareholders' meetings may
be required. A classified board may help to moderate the pace of any change
in control of TrustCo's board and, by increasing the stability of the board,
may also increase its effectiveness. On the other hand, the extension of time
required to obtain control of the board also tends to discourage a tender
offer or takeover bid.

The proposed amendment to TrustCo's certificate of incorporation is not
being submitted as a result of or in response to any known accumulation of
stock or threatened takeover or attempt to obtain control of TrustCo by means
of a business combination, tender offer, solicitation in opposition to
management or otherwise by any person. TrustCo has no present plans to
implement or propose any additional measures having anti-takeover effects.

Vote Required

The proposed amendment to TrustCo's certificate of incorporation will be
adopted if approved by the affirmative vote of the holders of at least
two-thirds of TrustCo's common stock issued and outstanding. The board of
directors believes the adoption of the amendment is in the best interests of
TrustCo and its shareholders. 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. Dissenting votes give rise to no rights on the part of dissenters.

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

Item 3. Ratification of the Appointment of Independent Auditors

KPMG LLP was the independent auditor for TrustCo for the year ended
December 31, 2005, and the board of directors has again selected and
appointed them as the independent auditor for the year ending December 31,
2006. 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, 2005, KPMG LLP provided various audit
and nonaudit professional services to TrustCo. Audit services so provided
included examination of the consolidated financial statements of TrustCo,
report on internal controls, 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 assistance with compensation issues.
Please refer to the report of TrustCo's Audit Committee 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,
2006. 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 3 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.

Code of Conduct

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

Ownership of TrustCo Common Stock by Certain Beneficial Owners

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

Name and Address: Amount Percent
----------------- ------ -------
Barclays Global Investors N.A.
Barclays Global Fund Advisors
Barclays Global Investors, Ltd 4,203,499(1) 5.62%
Barclays Global Investors Japan
Trust And Banking Company Limited
45 Fremont Street, San Francisco, California 94105

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

On March 1, 2006, the Trust Department of Trustco Bank held 2,739,619
shares of TrustCo common stock as executor, trustee, and agent (3.66% 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. Also, Thomas O. Maggs is the president and
principal owner of Maggs & Associates, The Business Insurance Brokers, Inc.
("Maggs & Associates"), Schenectady, New York, an insurance brokerage.
TrustCo has retained Maggs & Associates for assistance in obtaining
commercial insurance coverage and paid Maggs & Associates commission premiums
for such services of $75,000 in 2005. In addition, Trustco Bank obtains legal
services from, and pays fees to, a law firm in which Thomas R. McCormick, son
of Robert A. McCormick and brother of Robert J. McCormick, is a partner.
Trustco Bank obtains such services at rates that are substantially the same
as those the firm charges other clients, and the firm is one of a number of
law firms that is retained by TrustCo to provide legal services to it.

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 St. Paul Mercury Insurance Company effective for the one-year period
from October 10, 2005 to October 10, 2006. The cost of this insurance was
$141,000, 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 2005.

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 in ownership in TrustCo's common
stock and other equity securities with the S.E.C. and to furnish TrustCo with
copies of all Section 16(a) reports they file.

Based solely on a review of the copies of such reports furnished to
TrustCo, and written representations that no other reports were required
during the fiscal year ended December 31, 2005, 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 2007 must meet the
requirements established by the Securities and Exchange Commission for
shareholder proposals and must be received by TrustCo at its principal
executive offices no later than December 5, 2006. Proposals intended to be
considered at the 2007 annual meeting but that are not to be included in
TrustCo's proxy statement must be received at TrustCo's principal executive
offices not later than February 18, 2007. 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.

PROXY CARD

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

1. Election of Thomas O. Maggs, Robert J. McCormick, and William J. Purdy
as directors for three-year terms.

[ ] FOR ALL [ ] WITHHELD FOR ALL

[ ] FOR ALL EXCEPT the following nominee(s): ________________________

2. Adopt Amendment to Restate Certificate of Incorporation to Increase
Authorized Shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Ratification of the appointment of KPMG LLP as TrustCo's independent
auditors for 2006.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

Special Notes

[ ] I plan to attend meeting [ ] I PLAN TO BRING A GUEST

[ ] Comments on reverse side

SIGNATURES ____________________________________ DATE____________, 2006

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.

PLEASE READ THE REVERSE SIDE OF 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 Mallozzi's
Restaurant, 1930 Curry Road, Rotterdam, NY 12303, on May 15, 2006.

The person whose 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 1, and FOR Proposal 2
and 3, 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 other side of this card.)