Edgar Filing: TRUSTCO BANK CORP N Y

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 ("TrustCo"), a New York corporation, will be held at Glen Sanders
Mansion, One Glen Avenue, Scotia, New York 12302, on May 19, 2003, at 10:00 a.m.
local time, for the purpose of voting upon the following matters:

1. Election of directors.

2. Ratification of the appointment of KPMG LLP as independent auditors
for 2003.

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

By Order of the Board of Directors,

Henry C. Collins
Secretary

April 4, 2003

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 19, 2003

This proxy statement is furnished in connection with the solicitation by
the Board of Directors of TrustCo Bank Corp NY ("TrustCo"), a New York
corporation, of proxies to be voted at the Annual Meeting of Shareholders to be
held at 10:00 a.m. local time on Monday, May 19, 2003, 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 4, 2003. 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 and Trustco Bank,
Glenville, New York ("Trustco Bank"), a wholly owned subsidiary of TrustCo,
personally or by telephone, but such persons 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 $4,500 plus
expenses. The entire cost of this solicitation will be paid by TrustCo.

Only shareholders of record of TrustCo's common stock at the close of
business on March 24, 2003 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. Abstentions on properly executed
proxy cards will be counted for purposes of determining a quorum at the meeting;
however, shares not voted by brokers and other entities holding shares on behalf
of beneficial owners will not be so counted. Such abstentions and broker
nonvotes will not be counted in calculating voting results on those matters for
which the shareholder has abstained or the broker has not voted. As of March 1,
2003, there were 74,001,707 outstanding shares of TrustCo's common stock.

Whole shares of common stock held for the account of shareholders
participating in TrustCo's Dividend Reinvestment and Stock Purchase Plan will be
voted in the same manner as those shareholders authorize their shares held of
record to be voted. If shareholders return a signed proxy card but fail to
instruct how the shares registered in their names shall be voted, the shares
held in their dividend reinvestment accounts will be voted "for" the election of
TrustCo's nominees to the Board of Directors and "for" the ratification of KPMG
LLP as TrustCo's independent auditor.

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, each of whom will
serve for a three-year term. The nominees for election as directors for terms
expiring at TrustCo's 2006 Annual Meeting are Barton A. Andreoli, James H.
Murphy, D.D.S., and William J. Purdy.

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. Newly created directorships resulting
from an increase in the number of directors and vacancies occurring in the Board
of Directors for any reason may be filled by the vote of a majority of the
directors then in office. Directors who are elected by the Board of Directors
will hold office until the next meeting of shareholders at which the election of
directors is in the regular order of business. 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 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
therein. Shares will be voted "for" the election of TrustCo's nominees unless
contrary instructions are set forth on the enclosed TrustCo proxy card. 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, 2002 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 2006

Shares of TrustCo Common Stock
Beneficially Owned
---------------------------------------------------------------------- ----------------------- ----------------------

Name and Principal Occupation(2) No. of Shares (3) Percent of Class

Barton A. Andreoli, Age 63, President, Towne Construction & Paving 49,184 *
Corp. Director of TrustCo and Trustco Bank since 1993.

James H. Murphy, D.D.S., Age 74, Orthodontist. Director of TrustCo 75,915 *
and Trustco Bank since 1991.

William J. Purdy, Age 68, President, Welbourne & Purdy Realty, Inc. 46,262 *
Director of TrustCo and Trustco Bank since 1991.

OTHER TRUSTCO DIRECTORS

Shares of TrustCo Common Stock
Beneficially Owned
---------------------------------------------------------------------- ----------------------- -----------------------

Name and Principal Occupation(2) No. of Shares (3) Percent of Class

---------------------------------------------------------------------- ----------------------- -----------------------

Joseph A. Lucarelli, Age 62, President, Bellevue Builders Supply, 77,023 *
Inc. Director of TrustCo and Trustco Bank since 1999.

Anthony J. Marinello, M.D., Ph.D., Age 47, Physician. Director of 51,922 *
TrustCo and Trustco Bank since 1999.

Robert A. McCormick, Age 66, Chairman of TrustCo and Trustco Bank 3,411,437 4.50
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 5.
OTHER TRUSTCO DIRECTORS (continued)
Shares of TrustCo Common Stock
Beneficially Owned
---------------------------------------------------------------------- ----------------------- -----------------------
Name and Principal Occupation(2) No. of Shares (3) Percent of Class
---------------------------------------------------------------------- ----------------------- -----------------------

William D. Powers, Age 61, Partner, Powers, Crane & Company, LLC 43,515 *
(consultants); former Chairman, New York Republican State Committee.
Director of TrustCo and Trustco Bank since 1995.

INFORMATION ON TRUSTCO EXECUTIVE OFFICERS
NOT LISTED ABOVE
Shares of TrustCo Common Stock
Beneficially Owned
---------------------------------------------------------------------- ----------------------- ----------------------

Name and Principal Occupation(2) No. of Shares (3) Percent of Class

---------------------------------------------------------------------- ----------------------- ----------------------

Henry C. Collins, Age 48, Executive Officer of TrustCo and Trustco 83,999 *
Bank (Secretary) since 2001. Administrative Vice President and
General Counsel of Trustco Bank since 1995. Joined Trustco Bank in
1994.

Robert T. Cushing, Age 47, President, Chief Executive Officer, and 1,028,938 1.37
Chief Financial Officer of TrustCo since November 2002 and Executive Officer of
TrustCo (Vice President and Chief Financial Officer) and Trustco Bank (Senior
Vice President and Chief Financial Officer) since 1994. Joined Trustco Bank in
1994.

Robert J. McCormick, Age 39, Executive Officer of TrustCo (Vice 747,404 1.00
President) 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, Chairman of
TrustCo and Trustco Bank.

Nancy A. McNamara, Age 53, Executive Officer of TrustCo (Vice 1,306,542 1.75
President) since 1992 and Trustco Bank (Senior Vice President) since
1988. Joined Trustco Bank in 1971.

See footnotes on page 5.

TRUSTCO DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS AS A GROUP (11 INDIVIDUALS)
BENEFICIALLY OWN 6,922,141 SHARES OF COMMON STOCK, WHICH REPRESENT 8.87% 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, 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, 15,054 shares, and Robert J.
McCormick, 7,656 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, 203,295 shares; Anthony J.
Marinello, 13,149 shares; Robert A. McCormick, 68,994 shares; and Nancy A.
McNamara, 2,493 shares. Voting authority for 28,807 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. The amount of shares indicated with
respect to Robert J. McCormick includes options to acquire 265,498 shares that
are held in a trust for his benefit. 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; Henry C. Collins, 52,991
shares; Robert T. Cushing, 802,562 shares; Joseph A. Lucarelli, 8,040 shares;
Anthony J. Marinello, 21,249 shares; Robert A. McCormick, 1,707,476 shares;
Robert J. McCormick, 244,900 shares (in addition to the 265,498 shares noted
above); Nancy A. McNamara, 654,100 shares; James H. Murphy, 41,200 shares;
William D. Powers, 13,727 shares; and William J. Purdy, 41,200 shares.

* Less than 1%.

Director Fees, Committees and Attendance

TrustCo's board held eight meetings during 2002. 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 $5,000 for each meeting attended of the TrustCo
or Trustco Bank Board of Directors, and $2,500 for each meeting attended of any
TrustCo or Trustco Bank committee of which he is a member.

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) (after adjustment to reflect a 15% stock split on November 13,
2001, a 15% stock split on November 14, 2000, and a two for one stock split on
November 12, 1999). In accordance with the TrustCo Bank Corp NY Directors Stock
Option Plan, on July 24, 2002, each nonemployee director was awarded 2,750 stock
options with an exercise price of $11.83.

TrustCo's Nominating Committee held one meeting in 2002. The three
directors currently serving on the Nominating Committee are Robert A. McCormick
(Chairman), Barton A. Andreoli, and Joseph A. Lucarelli. The function of the
Nominating Committee is to consider and recommend to TrustCo's Board of
Directors nominees for election to the board. Each of the nominees slated for
election at the Annual Meeting is an incumbent and was considered and selected
by the Board of Directors upon the recommendation of the Nominating Committee.
The Nominating Committee will consider written recommendations by shareholders
for nominees for election to the board. Such written recommendations must be
delivered or mailed to the board not less than 14 and not more than 50 days
prior to any meeting of Shareholders called for the 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's Audit Committee held four meetings in 2002. 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 Report" below for a more
detailed description of the Audit Committee's activities.

TrustCo's Stock Option Committee held one meeting in 2002. The three
directors serving on the Stock Option Committee were Joseph A. Lucarelli
(Chairman), Barton A. Andreoli, and William D. Powers. The function of the Stock
Option Committee was to administer the 1995 TrustCo Bank Corp NY Stock Option
Plan and the TrustCo Bank Corp NY Directors Stock Option Plan, as well as the
Directors Performance Bonus Plan and the TrustCo Bank Corp NY Performance Bonus
Plan, which were adopted by the board in 1997.

The Personnel Advisory Committee of Trustco Bank held three meetings in
2002. The three directors serving on the Personnel Advisory Committee were
Joseph A. Lucarelli (Chairman), Barton A. Andreoli, and William D. Powers. The
function of the Personnel Advisory 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 (except Henry
C. Collins).

After a reorganization of the functions and duties of the board and the
board committees in 2003, the board's Compensation Committee (Joseph A.
Lucarelli (Chairman), Anthony J. Marinello, Robert A. McCormick, and William D.
Powers) succeeded to the duties of the Personnel Advisory and Stock Option
Committees.

TrustCo Executive Officers

The current executive officers of TrustCo are President, Chief Executive
Officer, and Chief Financial Officer Robert T. Cushing; Vice Presidents Robert
J. McCormick and Nancy A. McNamara; and Secretary Henry C. Collins.

Trustco Bank Executive Officers

The current executive officers of Trustco Bank are President and Chief
Executive Officer Robert J. McCormick; Senior Vice President and Chief Financial
Officer Robert T. Cushing; Senior Vice President Nancy A. McNamara; and
Administrative Vice President, Secretary, and General Counsel Henry C. Collins.

TrustCo, Trustco Bank Executive Officer Compensation

The following table sets forth, for the fiscal year ended December 31,
2002, the compensation paid to or accrued on behalf of each of the five 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, except Henry C. Collins, 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 All Other
Annual Options/ Compensa-tion
Salary Bonus Compensation SARs ($)
Year ($) ($)(1) ($)(2) (#)(3)
-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------
Robert A. McCormick(4)

Chairman, TrustCo and 2002 $442,308 $1,075,000 $ 40,250 260,000 $7,052,740(7)
Trustco Bank 2001 950,000 1,900,000 362,035 264,500 8,550,000
2000 900,000 1,665,000 94,162 264,500 --
-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------
-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------
Robert T. Cushing(5)
President, Chief 2002 300,000 645,000 23,424 100,000 --
Executive & Chief 2001 340,000 680,000 24,966 105,800 --
Financial Officer, 2000 315,000 582,750 26,626 105,800 --
TrustCo; Senior Vice
President, Chief
Financial Officer,
Trustco Bank
-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------
-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------
Robert J. McCormick(6)
Vice President, TrustCo; 2002 300,000 645,000 26,076 150,000 --
President & Chief 2001 236,425 170,530 5,533 52,900 --
Executive Officer, 2000 172,000 20,680 6,838 52,900 --
Trustco Bank
-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------
-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------
Nancy A. McNamara
Vice President, TrustCo; 2002 300,000 645,000 29,425 100,000 --
Senior Vice President, 2001 340,000 680,000 31,030 105,800 --
Trustco Bank 2000 315,000 582,750 35,271 105,800 --

-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------
-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------
Henry C. Collins
Secretary, TrustCo; 2002 172,000 20,640 3,246 15,000 --
Administrative Vice 2001 165,000 19,800 2,805 15,870 --
President, General -- -- -- -- -- --
Counsel, Trustco
Bank
-------------------------------- ---------- ---------------- ------------------ ------------------- ------------------ ------------

(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 "Personnel Advisory Committee 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 and a 15% stock split on November 13, 2000.

(4)Robert A. McCormick retired from his position as President and Chief
Executive Officer of TrustCo and Trustco Bank effective November 1, 2002.

(5)Mr. Cushing became President and Chief Executive Officer of TrustCo on
November 1, 2002.

(6)Robert J. McCormick became President and Chief Executive Officer of Trustco
Bank on November 1, 2002.

(7)The amount reported above includes $6,000,000 paid pursuant to a consulting
agreement between Robert A. McCormick and TrustCo, and $1,052,740 representing
interest paid on deferred incentive compensation.

Option/SAR Grants in Last Fiscal Year

The following table sets forth, for the fiscal year ended December 31,
2002, 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 A. McCormick 260,000 31.0% $11.83 7/24/2012 $1,934,400 $4,901,000
Robert T. Cushing 100,000 11.9% 11.83 7/24/2012 744,000 1,885,000
Robert J. McCormick 150,000 17.9% 11.83 7/24/2012 1,116,000 2,827,500
Nancy A. McNamara 100,000 11.9% 11.83 7/24/2012 744,000 1,885,000
Henry C. Collins 15,000 1.8% 11.83 7/24/2012 111,600 282,750

(1)Options, which were granted on July 24, 2002, become exercisable in five
annual installments beginning July 24, 2002.

(2)The total number of options granted in 2002 was 837,750, of which 625,000
(74.5%) were issued to the executive officers named above, 19,250 (2.3%) were
issued to nonemployee directors, and 193,500 (23.2%) 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 Nasdaq 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 $19.27 and $30.68 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

Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#)(3) FY-End ($)(4)
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise (#)(1) Realized($)(2) Unexercisable Unexercisable
----------------------------- ---------------------- ------------------ ----------------------- ----------------------------

Robert A. McCormick 2,079,738 $13,384,071 1,707,476/0 $3,137,425/0
Robert T. Cushing 41,541 307,499 802,562/185,800 3,022,463/109,609
Robert J. McCormick 5,955 27,572 510,398/172,900 2,358,687/54,804
Nancy A. McNamara 492,379 3,286,826 654,100/185,800 2,068,982/109,609
Henry C. Collins 13,992 98,504 52,991/27,870 70,853/16,442

(1)Stock option data has been adjusted for a 15% stock split on November 13,
2001 and a 15% stock split on November 13, 2000.

(2)The amounts included reflect pre-tax gain. Amounts shown represent the
difference between the stock option grant price and the market value of the
stock on the date of exercise.

(3)The number of options shown includes options exercisable on December 31, 2002
or within 60 days of that date.

(4)The amounts included reflect pre-tax gain. Value of unexercised in-the-money
options and SARs is based on the December 31, 2002, closing price for TrustCo
common stock of $10.78.

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 on or after December 31, 2002 may not exceed
$7,000,000.

The following table shows the approximate retirement benefits that would
have been payable in 2002 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 which may be received as Social Security benefits. The years
of service at normal retirement age 65 for the executive officers (other than
Robert A. McCormick) named in the Summary Compensation Table would be as
follows: Robert T. Cushing, 27 years; Robert J. McCormick, 33 years; Nancy A.
McNamara, 43 years; and Henry C. Collins, 25 years.

Pension Plan Table
-----------------------------------------------------------------------------------------
Annual Benefits for Years of Service
-----------------------------------------------------------------------------------------
Remuneration 10 20 30 40
-------------------------------------------------------------------------------------------------------------------

$200,000 $36,200 $73,400 $112,000 $151,500
400,000 76,200 152,400 230,400 310,400
600,000 116,200 232,400 350,400 470,400
800,000 156,200 312,400 470,400 630,400
1,000,000 196,200 392,400 590,400 790,400
1,200,000 236,200 472,400 710,400 950,400
1,400,000 276,200 552,400 830,400 1,110,400
1,600,000 316,200 632,400 950,400 1,270,400
1,800,000 356,200 712,400 1,070,400 1,430,400
2,000,000 396,200 792,400 1,190,400 1,590,400
2,200,000 436,200 872,400 1,310,400 1,750,400
2,400,000 476,200 952,400 1,430,400 1,910,400
2,600,000 516,200 1,032,400 1,550,400 2,070,400
2,800,000 556,200 1,112,400 1,670,400 2,230,400
3,000,000 596,200 1,192,400 1,790,400 2,390,400
3,200,000 636,200 1,272,400 1,910,400 2,550,400
3,400,000 676,200 1,352,400 2,030,400 2,710,400
3,500,000 696,200 1,392,400 2,090,400 2,790,400

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 2002, 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.

Robert A. McCormick was not a participant in the Trustco Bank Supplemental
Retirement Plan but had a separate agreement with Trustco Bank under which
additional retirement benefits were accrued. Under the terms of this agreement,
benefits were calculated on the actuarial basis used in the Trustco Bank
Supplemental Retirement Plan; however, Mr. McCormick was entitled to benefits
equal to those to which he would have been entitled if he had been an employee
of Trustco Bank and a participant under its qualified plans since the date he
joined a former employer. The benefit under the separate agreement was reduced
by the amount of benefits actually paid under Trustco Bank's qualified plans and
by Mr. McCormick's former employer's qualified plans. Mr. McCormick's agreement
also provided for a lump sum distribution of his benefits under the agreement.
With the retirement of Mr. McCormick on November 1, 2002, this benefit, under
his separate agreement, which was fully accrued in prior years, was paid out in
full (approximately $9.4 million).

Personnel Advisory Committee Report on Executive Compensation

The Personnel Advisory Committee of Trustco Bank was responsible in 2002
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 the executive officers named in the Summary Compensation
Table, other than Henry C. Collins, has an employment agreement with each of
TrustCo and Trustco Bank. These employment agreements are described elsewhere in
this Proxy Statement.

The Personnel Advisory Committee of the Board of Directors of Trustco Bank,
the present members of which are Joseph A. Lucarelli (Chairman), Barton A.
Andreoli, and William D. Powers (none of whom was an officer of TrustCo or
Trustco Bank during 2002), 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, 2002 (in 2003,
the Personnel Advisory Committee's responsibilities are being assumed by the
Compensation Committee of the Board of Directors):

Under the supervision and direction of the Personnel Advisory 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 Personnel
Advisory 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 shareholder's equity previously defined by the Board of Directors
of Trustco Bank.

The function of the Personnel Advisory Committee is to review the general
compensation structure for the senior executive officers of Trustco Bank (Robert
A. McCormick, prior to his retirement; Robert T. Cushing; Robert J. McCormick;
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 Personnel Advisory 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
Personnel Advisory Committee also identifies persons within Trustco Bank
eligible to participate in the two incentive plans and the supplemental
retirement plan.

The Personnel Advisory Committee met three times during the year, on July
24, 2002, August 22, 2002, and October 2, 2002. The Stock Option Committee,
whose members are the same as that of the Personnel Advisory Committee, met July
24, 2002 to (1) identify eligible participants in the 1995 TrustCo Bank Corp NY
Stock Option Plan, and (2) award option grants for the current plan year. The
Stock Option Committee considered discussions PricewaterhouseCoopers LLP had
with management regarding general stock option issues and trends when
formulating its final decision on grants awarded under the 1995 Stock Option
Plan. PricewaterhouseCoopers LLP provided information regarding industry trends
for general compensation levels and option levels in the industry.
PricewaterhouseCoopers LLP is not the independent auditor for TrustCo, but
provides various consulting services for TrustCo from time to time. While
TrustCo does not have a target ownership level for equity holdings by its
executives, the Stock Option Committee takes into account the amount and value
of options currently held by eligible participants when granting option awards.
Options may be granted in varying amounts so as to create relative ownership
parity among the executive officers participating in the 1995 TrustCo Bank Corp
NY Stock Option Plan. This Plan provides that, upon retirement, all previously
unvested options become fully vested.

It is the aim of the Personnel Advisory 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 Personnel
Advisory Committee and among executive officers. In making any such
determination, the Personnel Advisory 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 Personnel Advisory 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 Personnel Advisory 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 Personnel Advisory 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
Personnel Advisory Committee believes that Trustco Bank compares favorably with
these institutions in terms of overall corporate performance. The Personnel
Advisory 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.

During 2002, at the request of Robert A. McCormick, the Personnel Advisory
Committee agreed to accept the retirement of Mr. McCormick as President and
Chief Executive Officer of TrustCo and Trustco Bank. The Committee agreed to
this retirement with the stipulation that Mr. McCormick remain as Chairman of
the Board and be retained as a consultant to the board. The Committee entered
into a Consulting Agreement with Mr. McCormick to provide services on an
as-needed basis for a period of three years for $6,000,000. In addition,
pursuant to the Consulting Agreement, Mr. McCormick will be provided with office
space, access to a company car, and club membership similar to what he was
receiving previously.

As a result of Mr. McCormick's retirement, his Supplemental Retirement Plan
and deferred benefits under the Executive Officer Incentive Plan (previously
accrued over prior years) were paid out in full.

Also, at the suggestion of Mr. McCormick and pursuant to the policies
regarding salaries and benefits described in this report, the Personnel Advisory
Committee recommended no change to the annual compensation of $300,000 for
Robert T. Cushing, Robert J. McCormick, and Nancy A. McNamara.

Mr. McCormick also recommended, and the Personnel Advisory Committee
agreed, that Robert T. Cushing and Nancy A. McNamara resign from the Board of
Directors. This action was designed to increase the independence of the board by
insuring that no member of the board was a current officer of TrustCo or its
subsidiaries.

It was recommended and approved by the Personnel Advisory Committee, at Mr.
McCormick's suggestion, that Robert T. Cushing be named President and Chief
Executive Officer of TrustCo and Robert J. McCormick be named President and
Chief Executive Officer of Trustco Bank. Further, the Personnel Advisory
Committee considered and recommended an amendment to the Executive Officer
Incentive Plan to remove the automatic deferral of termination benefits that are
not deductible under Section 162(m) of the Internal Revenue Code provided under
the executive's employment agreement.

The Personnel Advisory 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 Personnel Advisory 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 Personnel Advisory 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 Personnel Advisory 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 2002 was 26.08%

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 Personnel Advisory 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.

PERSONNEL ADVISORY COMMITTEE:
Joseph A. Lucarelli, Chairman
Barton A. Andreoli
William D. Powers

Audit Committee Report

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 as defined by the National
Association of Securities Dealers' listing standards. The Audit Committee
operates under a written charter approved by the Board of Directors. A copy of
the charter is attached to this Proxy Statement as Appendix A. To assist in the
performance of its duties, the Audit Committee retained Marvin & Co., an
independent accounting firm.

Management is responsible for TrustCo's internal controls and financial
reporting process. TrustCo's independent accountants, KPMG LLP ("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. The Audit Committee's
responsibility is to monitor and oversee the financial reporting and audit
processes.

In connection with these responsibilities, the Audit Committee met with
management and KPMG to review and discuss TrustCo's December 31, 2002
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 following table presents fees for professional audit services rendered
by KPMG for the audit of TrustCo's annual consolidated financial statements for
the fiscal year ended December 31, 2002, and fees billed for other services
provided by KPMG during 2002.

Audit fees $ 218,300
Audit related fees (1) 37,500
-----------
Audit and audit related fees 255,800
Tax fees (2) 199,965
All other fees (3) 17,500
-----------
Total fees $ 473,265
=========
-----------

(1)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)All other fees consisted of fees for risk management and compliance program
assistance provided in response to regulatory examination comments.

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, 2002 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, 2002, 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 ten-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 ten-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, 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.

TrustCo Bank Corp NY

Total Return Performance

(graph omitted)

Period Ending
------------------------------------------------------------------------------
Index 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
-------------------------------------------------------------------------------------------

TrustCo Bank Corp NY 100.00 131.68 121.04 134.50 167.57 150.75
S&P 500 100.00 128.55 155.60 141.42 124.63 96.95
SNL Super Regional Bank Index 100.00 107.82 88.00 109.89 106.74 110.05

SNL Financial LC
2003

TrustCo Bank Corp NY

Total Return Performance

(graph omitted)

Period Ending
--------------------------------------------------------------------------------------------------------------------
Index 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
---------------------------------------------------------------------------------------------------------------------------------

TrustCo Bank Corp NY 100.00 140.53 144.71 199.91 233.39 358.66 472.28 434.11 482.41 600.99 540.69
S&P 500 100.00 110.08 111.53 153.44 188.52 251.44 323.21 391.23 355.59 313.36 243.77
SNL Super Regional Bank Index 100.00 104.62 98.96 154.37 213.95 310.49 334.76 273.23 341.21 331.40 341.70

SNL Financial LC
2003

Employment Contracts and Termination of Employment Arrangements

TrustCo and Trustco Bank have entered into employment agreements with
Robert T. Cushing, Robert J. McCormick, 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 employment agreements for TrustCo's executive officers named in the
Summary Compensation Table (except for Henry C. Collins, who does not have an
employment agreement), were executed as of January 1, 2003. Nancy A. McNamara
has indicated that she is contemplating retiring in 2004.

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). They are entitled to
participate fully in any disability, death benefit, retirement, executive
incentive compensation, or pension plans maintained by TrustCo and/or Trustco
Bank. However, as described in greater detail herein under the caption
"Personnel Advisory Committee 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 their employment 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 they shall 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 his or
her termination. Upon the announcement of a change in control, they may notify
TrustCo and Trustco Bank of their intent to terminate employment as of the date
of the change in control and receive their termination benefits no later than
fifteen days prior to consummation of the change in control. They 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. Their 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 their employment due to retirement or disability,
TrustCo and/or Trustco Bank shall provide to them and their spouses, for the
rest of their lives, or the lives of their spouse, the same health insurance
benefits provided to them and their families 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.

The employment agreement defines termination to include (a) any reduction
in their then-current annual compensation (including executive incentive
compensation), disability, death, retirement, pension, or profit sharing
benefits (unless such reductions shall be 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 their base location; (c) receipt of a nonrenewal notice pursuant to
their employment agreement; or (d) the unilateral election by them to terminate
their 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 shall not have effected a termination of such
employment agreement.

McCormick Employment Agreement

Although Robert A. McCormick is no longer an officer or employee of the
Company, he would be entitled to certain payments under his employment agreement
with the Company 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 under their medical
insurance plan 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.

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. 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 base price of $5.95 per unit (after adjustment for a 15% stock split on
November 13, 2001, a 15% stock split on November 13, 2000, and a two for one
stock split on November 12, 1999).

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

Item 2. Ratification of the Appointment of Independent Auditors

KPMG were the independent auditors for TrustCo for the year ended December
31, 2002, and the Board of Directors has again selected and appointed them as
the independent auditors for the year ending December 31, 2003. A resolution
will be presented at the Annual Meeting to ratify their appointment as
independent auditors. The independent auditors will report on the consolidated
financial statements of TrustCo for the current calendar year and will perform
such other nonaudit services as may be required of them. Representatives of KPMG
are expected to be present at the Annual Meeting to make a statement if they so
desire and are also expected to be available to respond to appropriate questions
that may be raised.

During the year ended December 31, 2002, KPMG 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.

Vote Required

The affirmative vote of a majority of all of TrustCo's issued and
outstanding shares of common stock is required to ratify the appointment of KPMG
as TrustCo's independent auditors for the year ending December 31, 2003.

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

Other Matters

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

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:
Henry C. Collins, Secretary, 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, 2003, the Trust Department of Trustco Bank held 3,201,935
shares of TrustCo common stock as executor, trustee, and agent (4.33% 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, 2003, the total amount of such loans
represented 1.75% of shareholders' equity of TrustCo.

In addition, TrustCo has entered into a consulting agreement with Robert A.
McCormick, described elsewhere in this proxy statement.

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, 2002 to
October 10, 2003. The cost of this insurance was $150,000, 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 2002.

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.

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, 2002, 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 2004 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, 2003. Proposals intended to be considered at the 2004 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 17, 2004. Any such
proposals, together with any supporting statements, should be directed to the
Secretary of TrustCo.

TRUSTCO SHAREHOLDERS

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

APPENDIX A.

AUDIT COMMITTEE CHARTER

Purpose

The Audit Committee is appointed by the Board of Directors of TrustCo Bank
Corp NY (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
external independent auditor ("Independent Auditor").

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

The Committee has the authority, in its discretion to conduct
investigations and retain, at the Company's expense special legal, accounting or
other consultants or experts to advise the Committee.

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 Section 10A of the Securities Exchange Act of 1934 and the rules
and regulations thereunder, 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 ("NASD"). Each
member shall be financially literate in accordance with the requirements of the
NASD, as determined by the Board in its business judgement and in accordance
with applicable law and regulations.

Committee Meetings

The Committee shall meet at least quarterly, and at any additional time as
either the Board or Committee deems necessary. The Committee may request that
members of management and/or the Company's Independent Auditor be present as
needed.

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.

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
nonaudit 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 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 Company's Internal Auditor.

15. Review with the Company's General Counsel legal matters that may have a
material impact on the 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 of Directors.

16. Prepare any report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.

17. Review and assess the adequacy of this charter and recommend any
proposed changes to the Board of Directors.

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 that the corporate accounting
and reporting practices of the Company are in accordance with all requirements
and are of the highest quality.

While the Audit Committee has the responsibilities and powers set forth in
this charter, it is not the duty of the Audit 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 and the Independent
Auditor. Nor is it the responsibility of the Committee to conduct investigations
or to assure compliance with laws and regulations and the Company's Code of
Conduct.

Rev. March 18, 2003

APPENDIX B

TRUSTCO BANK CORP NY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 19, 2003

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

1. Election of Barton A. Andreoli, James H. Murphy, D.D.S., and William J.Purdy
as directors for three-year terms.

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

2. Ratification of the Appintment of KPMG LLP as Independent Auditors

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

SPECIAL NOTES
[ ] I plan to attend meeting. [ ] I plan to bring a guest.
[ ] Comments on reverse side
SIGNATURES_________________________________DATE_______________, 2003

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 19, 2003.

The undersigned hereby appoints M.Norman Brickman and William F. Terry, and each
of them, the proxy or proxies of the undersigned, with full power of
substitution, to vote all shares of common stock of TrustCo Bank Corp NY which
the undersigned 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 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.)