TRUSTCO BANK CORP N Y
EXHIBIT 10(Y)
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<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex10y.txt
<DESCRIPTION>EXHIBIT 10(Y)
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                                                                Exhibit 10(y)

                               AMENDMENT NO. 2

                          2004 TRUSTCO BANK CORP NY

                              STOCK OPTION PLAN

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

     NOW, THEREFORE, TrustCo Bank Corp NY does, effective as of January
1, 2005, amend the Plan as follows:


                                      I.

     Paragraph 4 of Section 8 of the Plan is deleted in its entirety and
replaced with the following:

     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


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               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

          (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 request by written notice to
          the Company to receive, in lieu of the receipt of Stock upon the
          exercise of the Option, 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, would be paid no later than 15 days prior
          to the date of consummation of such Change in Control and such
          request 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 would
          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. The Company, in its sole
          and absolute discretion, may elect whether to grant or deny such
          request, and if it grants such request, such Participant will be
          deemed to have elected to receive cash in lieu of the receipt of
          Stock upon exercise of his or her 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


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          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).


                                     II.

     Notwithstanding any other provision of the Plan to the contrary, if any
provision of the Plan permits a Participant, at his or her election, to
receive a cash settlement of Options or other awards under the Plan, or
requires the Company to pay a cash settlement of Options or awards under the
Plan, the Participant shall be entitled to receive the cash settlement, and
the Company shall be obligated to pay the cash settlement, only if the
Company determines, in its sole and absolute discretion, to make such
payment.

     IN WITNESS WHEREOF, the Company has caused this Amendment to be adopted
as of this 28th day of December, 2005.

                                      TRUSTCO BANK CORP NY

                                      By: /s/ Robert J. McCormick
                                      ---------------------------
                                      Robert J. McCormick
                                      President and
                                      Chief Executive Officer


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