Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


TRC Companies, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

A Meeting of Shareholders of TRC Companies, Inc. will be held Thursday, November 19, 2009 at 9:00 a.m., at the InterContinental Boston Hotel, 510 Atlantic Avenue, Boston, Massachusetts 02210, to consider and take action on the following items:

Shareholders of record at the close of business on October 7, 2009 will be entitled to vote at the meeting.

Shareholders who do not expect to attend the meeting and wish their shares voted pursuant to the accompanying proxy are requested to sign and date the proxy and return it as soon as possible in the enclosed reply envelope. In addition, shareholders may vote by telephone or over the Internet by following the instructions on the Proxy Card.

TRC Companies, Inc.
21 Griffin Road North Windsor, Connecticut 06095
Telephone 860-298-9692 Fax 860-298-6399

This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of TRC Companies, Inc. (the "Company") from the holders of the Company's Common Stock and Series A Convertible Preferred Stock for the Shareholders' Meeting to be held November 19, 2009, and any adjournments thereof. The giving of a proxy does not affect your right to vote should you attend the Meeting in person, and the proxy may be revoked at any time before it is voted by voting in person at the Meeting or by giving the Secretary of the Company a signed instrument revoking the proxy or a signed proxy of a later date. Each properly executed proxy not revoked will be voted in accordance with instructions therein. If no instructions are specified in the proxy, it is the intention of the persons named in the accompanying proxy to vote FOR the election of the nominees named therein as directors of the Company and FOR the matter described in Item 2 in the Notice of Meeting.

With respect to all matters expected to be presented for a vote of shareholders, the presence, in person or by duly executed proxies, of the holders of a majority of the outstanding shares of our capital stock entitled to vote at the Meeting is necessary to constitute a quorum in order to transact business. The election of directors requires a plurality of the votes of the shares present in person or represented by proxy at the Meeting and entitled to vote thereon. In addition, under Delaware law the ratification of the appointment of the independent auditors requires the affirmative vote of the majority of the shares present in person or represented by proxy at the Meeting and entitled to vote thereon.

Abstentions will be counted as present in determining whether a quorum exists, but will have the same effect as a vote against a proposal (other than with respect to the election of directors). Shares held by nominees that are present but not voted on a proposal because the nominees did not have discretionary voting power and were not instructed by the beneficial owner ("broker non-votes") will be counted as present in determining whether a quorum exists, and will be disregarded in determining whether a proposal has been approved.

The Company's Annual Report on Form 10-K, including financial statements, for the year ended June 30, 2009, is being mailed to shareholders along with the Notice of Meeting and Proxy Statement. The financial statements and the discussion and analysis by management of the Company's results of operations and financial condition contained in the Annual Report of the Company for the year ended June 30, 2009 are incorporated herein by reference.

The record date for determining those shareholders entitled to vote at the Annual Meeting was October 7, 2009. On that date, the Company had 19,526,311 shares of Common Stock and 7,209.302 shares of Series A Convertible Preferred Stock outstanding and entitled to vote. Each share of Common Stock is entitled to one vote, and each share of Series A Convertible Preferred Stock is entitled to 1,000 votes.

The mailing address of the Company's principal executive office is 21 Griffin Road North, Windsor, CT 06095-1563, and the approximate date on which this Proxy Statement and the form of proxy are first being sent to shareholders is October 23, 2009.

The table below sets forth information as of October 1, 2009 with respect to all persons known to the Company to be the beneficial owner of more than 5% of the Company's Common Stock.

*: Based on 19,526,311 shares of Common Stock outstanding as of October 1, 2009.
(1): Based on information set forth on a Form 13G filed with the Securities and Exchange Commission ("SEC") on February 17, 2009. Of these shares, 2,400,881 are held by IAT Reinsurance Co., Ltd. (of which Mr. Kellogg is the sole holder of voting stock.
(2): Based solely on information set forth on a Form 13G filed with the SEC on February 11, 2009.
(3): Based solely on information set forth on a Form 13G filed with the SEC on January 30, 2009.
(4): Based solely on information set forth on a Form 13F filed with the SEC on February 11, 2009. Federal Partners, L.P., an investor that purchased Series A Convertible Preferred Stock, is an affiliate of The Clarke Estates.
(5): Based solely on information set forth on a Form 13G filed with the SEC on February 9, 2009.

The table below sets forth information as of October 1, 2009 with respect to all persons known to us to be the beneficial owner of more than 5% of the Series A Convertible Preferred Stock.

Name and Address of Beneficial Owner

Federal Partners, L.P.(1)	3,720.930	51.62
Bermuda Partners(2)	930.233	12.90
Peter R. Kellogg	930.233	12.90
Edward Jepsen	697.674	9.68
IAT Reinsurance Company(2)	465.116	6.45
Non-Marital Trust F/B/O Peter R. Kellogg U/W/O(2) James C. Kellogg III	465.116	6.45

Your vote is requested in favor of the seven individuals named in the following table, each to serve for a one-year term and until his successor is duly elected and qualified. The Board, pursuant to the recommendations of the Company's Nominating and Corporate Governance Committee, has selected the seven persons named below as nominees to the Board. All of the nominees were elected directors at the November 13, 2008 Shareholders' Meeting.

Should any of such nominees become unable to serve as a director prior to election, the persons named in the proxy will vote for the election of a substitute nominee, if any, designated by the Board of Directors. All nominees have consented to serve as directors.

Name, Principal Occupation During Past Five Years and Other Corporate Directorships

Christopher P. Vincze
Chairman of the Board, and Chief Executive Officer of the Company, formerly Managing Director of Marsh, Inc.	47	2005
Sherwood L. Boehlert(2)
Former United States Congressman from the State of New York	73	2007
Friedrich K. M. Bohm(2)
Former Chairman of the architectural firm of NBBJ and Director of M/I Homes, Inc.	67	2004
F. Thomas Casey(2)
Former Partner with Ernst & Young	68	2007
Stephen M. Duff(1)(2)
Chief Investment Officer of The Clark Estates Inc.	45	2006
Robert W. Harvey(2)
Former Vice Chairman and Executive Vice President at Reliant Energy, Inc.	54	2007
J. Jeffrey McNealey, Esq.(2)
Partner in the law firm of Porter, Wright, Morris & Arthur	65	1985

At the Shareholders' Meeting held on November 13, 2008, approximately 86.6% of the total number of shares entitled to vote at that Meeting for the election of directors were represented in person or by proxy. More than 83.6% of the shares voting at that Meeting were cast in favor of each of the foregoing directors.

The affirmative vote of a plurality of the votes cast at the Meeting is required to elect each nominee.

The Board of Directors unanimously recommends a vote "FOR" the election of the above nominees as directors of the Company.

The standing committees of the Board are the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. In addition to regular Board meetings, the independent directors of the Company meet periodically as a group. Mr. Harvey serves as Lead Director and presides over these independent director meetings.

The Audit Committee of the Board of Directors is currently composed of Messrs. Casey (Chairman), Bohm, Harvey, and McNealey. The Audit Committee discusses with the Company's independent auditors the audit plan, the Company's consolidated financial statements and matters described in Statement on Auditing Standards No. 61, Communications with Audit Committees. The Audit Committee reports to the Board of Directors. It also recommends to the Board the selection and compensation of the independent auditors for the Company. The Board has determined that each member of the Audit Committee is independent as defined in Section 303A.02 of the Manual. The Board of Directors has also determined that Mr. Casey is an "audit committee financial expert" as that term is used in Item 407(d)(5)(ii) of Regulation S-K. The Audit Committee is governed by a Charter which has been adopted by the Board of Directors and is available in hard copy from the Company or on the Company's website at www.trcsolutions.com.

The Compensation Committee of the Board of Directors is currently composed of Messrs. Bohm (Chairman), Duff, Harvey and McNealey. The Board has determined that each member of the Compensation Committee is independent as defined in Section 303A.02 of the Manual. The Committee approves the general salary scale, annual bonus and long-term incentive awards for executive management of the Company and specifically establishes the compensation package for the chief executive officer. The Committee's actions are discussed more fully in the Compensation Discussion and Analysis included in this Proxy Statement. The Compensation Committee is governed by a Charter which has been adopted by the Board of Directors and is available in hard copy from the Company or on the Company's website at www.trcsolutions.com.

The Nominating and Corporate Governance Committee of the Board of Directors is currently composed of Messrs. McNealey (Chairman), Bohm, and Harvey. The Committee reviews the organization, structure, size and composition of the Board and recommends to the Board nominees to serve as directors as well as corporate governance principles applicable to the Company. The Nominating and Corporate Governance Committee is governed by a Charter which has been adopted by the Board of Directors and is available in hard copy from the Company or on the Company's website at www.trcsolutions.com. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent as defined in Section 303A.02 of the Manual. The Committee has developed, and the Board of Directors has approved, Corporate Governance Guidelines which assist the Committee in evaluating qualified candidates for the Board of Directors among individuals recommended to or identified by it. The guidelines and the Charter are available in hard copy from the Company or on the Company's website at www.trcsolutions.com.

Directors are expected to possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of the shareholders. We endeavor to have a Board representing a diverse experience at policy-making levels and in areas that are relevant to the Company's activities in general. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and committed to serve on the Board for an extended period of time. Directors shall not hold any directorships that could interfere with their ability to perform the duties of Directors of the Company. In accordance with the Corporate Governance Guidelines, the Lead Director presides at all meetings of independent directors, or, in such person's absence, an

independent director designated by those directors present shall preside. Accordingly, Mr. Harvey presides at executive sessions of non-management directors without management present. Interested parties can communicate with the Lead Director by contacting the Company's Corporate Secretary. Shareholders who wish to suggest nominees for election to the Board should contact the Secretary of the Company at 21 Griffin Road North, Windsor, Connecticut 06095, stating in detail the qualifications of such person for consideration by the Nominating and Corporate Governance Committee.

The Company has adopted a Corporate Code of Business Conduct and Ethics applicable to all employees including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (the "Code of Ethics"). It also has adopted a code of ethics for the Chief Executive Officer and Senior Financial Officials. Copies of the Codes of Ethics are available in hard copy and on the Company's website at www.trcsolutions.com.

The following table sets forth as of October 1, 2009, the total number of shares of the Company's Common Stock beneficially owned by each director and named executive officer of the Company and all directors and executive officers as a group, based upon information furnished by each director and executive officer.

	Amount and Nature of Beneficial Ownership(1)

Name of Individual or Group	Number of Shares		Percent of Class(2)
Christopher P. Vincze(3)		214,242	1.1
Sherwood L. Boehlert(4)		45,816	*
Friedrich K. M. Bohm(5)		103,563	*
F. Thomas Casey(6)		41,816	*
Stephen M. Duff(7)		70,336	*
Robert W. Harvey(8)		63,716	*
J. Jeffrey McNealey(9)		214,084	1.1
Thomas W. Bennet, Jr.(10)		20,277	*
Martin H. Dodd(11)		59,747	*
Glenn E. Harkness(12)		141,381	*
Michael C. Salmon(13)		166,274	*
All directors and executive officers as a group (11) individuals		1,141,252	5.6

*: Less than 1%
(1): The number of shares beneficially owned by each director, executive officer and stockholder is determined under rules promulgated by the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after October 1, 2009 through the exercise of any stock option or other right. The inclusion herein of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares.
(2): Based on 19,526,311 shares of Common Stock outstanding as of October 1, 2009 plus 676,244 shares that may be acquired through the exercise of options on or before November 29, 2009.
(3): Includes 159,900 shares that may be acquired through the exercise of options on or before November 29, 2009.

(4): Includes 19,500 shares that may be acquired through the exercise of options on or before November 29, 2009.
(5): Includes 44,000 shares that may be acquired through the exercise of options on or before November 29, 2009 as well as 33,247 shares held pursuant to the Director's Deferred Compensation Plan.
(6): Includes 15,500 shares that may be acquired through the exercise of options on or before November 29, 2009.
(7): Includes 34,000 shares that may be acquired through the exercise of options on or before November 29, 2009 as well as 9,620 shares held pursuant to the Director's Deferred Compensation Plan.
(8): Includes 15,500 shares that may be acquired through the exercise of options on or before November 29, 2009 as well as 21,900 shares held pursuant to the Director's Deferred Compensation Plan.
(9): Includes 107,500 shares that may be acquired through the exercise of options on or before November 29, 2009 as well as 21,408 shares held pursuant to the Director's Deferred Compensation Plan.
(10): Includes 2,500 shares that may be acquired through the exercise of options on or before November 29, 2009
(11): Includes 48,316 shares that may be acquired through the exercise of options on or before November 29, 2009.
(12): Includes 100,103 shares that may be acquired through the exercise of options on or before November 29, 2009.
(13): Includes 129,425 shares that may be acquired through the exercise of options on or before November 29, 2009.

The following table presents the name and age of each of the Company's executive officers during fiscal 2009, their present positions with the Company and date of appointment thereto, and other positions held during the past five years, including positions held with other companies and with subsidiaries of the Company:

Name and Age		Present Position and Date of Appointment	Other Positions Held During Last Five Years

Christopher P. Vincze	47	Chairman of the Board (November 2006), and Chief Executive Officer (January 2006)	Senior Vice President and Chief Operating Officer (May 2005); Managing Director, Marsh Inc. (April 2003)
Martin H. Dodd	56	Senior Vice President, General Counsel and Secretary (February 1997)
Glenn E. Harkness	61	Senior Vice President (September 1997)
Michael C. Salmon	54	President (May 2007)	Senior Vice President (June 2000)
Thomas W. Bennet, Jr.	49	Senior Vice President and Chief Financial Officer (June 2008)	President Bennet Consulting Group LLC (December 2007); Chief Financial Officer and Vice President Finance, Connecticut Yankee Atomic Power (December 1997)

This Compensation Discussion and Analysis ("CD&A") outlines TRC's executive compensation philosophy, objectives and process. It explains the decision-making process used by our Compensation Committee (the "Committee"), the reasoning behind our executive compensation programs and actions the Committee takes related to the compensation of the executives listed in the Summary Compensation Table on Page 15 (our "Named Executive Officers").

In fiscal 2009, we completed the final year of our three-year turnaround plan. The primary focus of management in fiscal 2009 has been to address the following goals and objectives:

In addition, the Committee considers the following factors when making individual compensation decisions:

We compensate executives through a mix of base salary, annual incentives, long-term equity incentives, benefits and perquisites (i.e., "total compensation"). Currently, the Committee targets the combined value of these compensation components near the median of total compensation paid to executives in comparable organizations performing similar duties as the executive (i.e., "market median"). Recent changes in the executive management team as part of our turnaround efforts have resulted in the current compensation for target performance to be different from the market median for some executives. Over time, the Committee expects adjustments to the executives' compensation will take into account the relationship of their total compensation to the market median.

The Committee is responsible for the review and approval of our executive compensation program. The Committee is responsible for the following actions related to the Chief Executive Officer:

Further information regarding the Committee's responsibilities is set forth in the Committee's charter which is posted on our website at www.trcsolutions.com.

Our CEO, Mr. Vincze, makes recommendations regarding the compensation of other executives. Within the framework of the compensation programs approved by the Committee, Mr. Vincze recommends salary adjustments, proposes incentive opportunities and performance measures used in the annual incentive plan and recommends equity grants for other executives. Mr. Vincze's recommendations are based upon an assessment of each executive's performance, performance of the

executive's respective business or function, retention considerations, and market factors. The Committee reviews these recommendations before making their decision. Mr. Vincze does not participate directly in the Committee's deliberation of matters impacting his own compensation.

The Compensation Committee's charter grants the Committee the authority to retain experts in the field of executive compensation to assist the Committee in fulfilling its duties. The Compensation Committee consults with Pearl Meyer & Partners ("PM&P") to provide information and advice regarding competitive executive compensation levels and practices.

PM&P does not provide any services to the Committee or the Company other than compensation consulting services. PM&P reports directly to the Chair of the Committee and may not consult directly with or provide services at the request of management without the approval of the Chair. The Committee meets with PM&P periodically in executive session without management present.

The Internal Revenue Code contains a provision that limits the tax deductibility of certain compensation paid to our Named Executive Officers. This provision disallows the deductibility of certain compensation in excess of $1,000,000 per year unless it is considered performance-based compensation under the tax code. The compensation paid or granted to our Named Executive Officers for fiscal year 2009 is expected to be fully tax deductible to the Company. While we do not foresee any future compensation becoming non-deductible under Section 162(m), the Committee reserves the right to forgo any or all of the tax deduction if they believe it to be in the best long-term interests of our stockholders.

We account for our equity incentive grants under SFAS 123R and use the Black-Scholes option pricing formula for determining the "fair value" of our stock options. The fair market value of a share of restricted stock is the closing price of the Company's common stock on the day of grant.

We consider the accounting cost of long-term incentive awards when making a determination of what type of equity to grant, if any. In fiscal year 2009, the Committee decided that stock options and restricted stock grants were appropriate long-term incentives when both the value of the incentive to the executives and the accounting cost of options were considered. The Committee also reviewed the cost of annual incentive payments pursuant to the TRC Incentive Compensation Program.

The total compensation for our executives is comprised of base salaries, annual incentives, long-term equity incentives, benefits and perquisites.

Consistent with our philosophy of setting compensation at the market median, the Committee reviewed executive compensation by component and in total. Our compensation consultants prepared a competitive assessment of base salary, annual incentive, and equity award opportunities. Information was collected from the following sources:

Companies Included In Peer Group

Argan, Inc.	Hill International, Inc.	Navigant Consulting, Inc.
CRA International, Inc.	Huron Consulting Group, Inc.	NCI, Inc.
Ecology & Environment, Inc.	ICF International, Inc.	RCM Technologies, Inc.
ENGlobal Corp.	Michael Baker Corp.	Versar, Inc.
Exponent, Inc.	National Technical Systems, Inc.	Wildan Group, Inc.
GP Strategies Corp.

Our executive compensation programs are intended to represent a reasonable balance between fixed compensation, which the executives earn for doing their jobs, and variable compensation which is at risk and may never be earned. We consider base salaries fixed compensation. The TRC Incentive Compensation Plan is considered variable compensation and, in fact, no compensation was paid to the Named Executive Officers in fiscal 2009 under that plan because performance targets under the 2008 Incentive Compensation Plan were not met. Payments will be made in fiscal 2010 for performance under the 2009 plan. Our long-term incentive awards contain elements of both guaranteed and variable compensation. In fiscal 2009, we granted restricted stock which vests over time and fluctuates in value based on our stock price.

We target levels of compensation at the market median. The mix of compensation is intended to provide a median level of compensation at target performance. The Committee determines the balance between fixed and variable compensation for each executive based on the responsibilities of the position and its impact on Company performance. Executives with greater responsibilities generally have a larger percentage of their total compensation at risk.

We consider the executive's performance when making base salary adjustments. Incentive opportunities are established based on market data, the executives' responsibilities and the executives' contributions to the Company. However, once we set these levels, actual incentive plan payouts do not influence the Committee's decision with respect to other elements of compensation, including salary adjustments, incentive opportunities in future years or equity grants.

Base salaries earned by our executives are designed to provide a reasonable level of compensation relative to each executive's duties and responsibilities. Pursuant to our compensation philosophy, we set our executives' salaries considering their skills, expertise, responsibilities and the salaries of comparable

positions in similar organizations. The Committee considers these factors as well as the pay relationship between the executives to ensure that pay is reasonable from both an internal and external perspective. Base salaries of our executives differ from one another due to these factors. For example, our CEO's responsibilities are greater than that of our other executives; therefore, his base salary is higher than theirs.

The Committee reviews salaries annually for possible adjustment. The Named Executive Officers received no salary increases in fiscal 2009. The competitive assessment conducted by PM&P indicated that those executive' salaries were competitive with the market median.

In fiscal 2009, the Company adopted the FY 2009 Bonus Plan. All employees of the Company, including the Named Executive Officers, participated in the FY 2009 Bonus Plan. Under that Plan, awards to Named Executive Officers are determined by Company performance. Consistent with our focus on rewarding performance that enhances shareholder value, the Committee determined that earnings before interest, taxes and before any bonus accrual, "EBITB", was the appropriate measure for fiscal 2009. The Committee approved a target EBITB of $16.7 million for fiscal 2009, at or above which level a bonus pool of 3% of net service revenue would be established. That amount is allocated among the Company's operations based on certain objectives, notably net contribution and target days sales outstanding. The Committee established a bonus pool for EDITB between target and threshold performance of approximately 80% of target performance. The bonus pool for performance below target is only payable at the discretion of the Committee. Given the improved Company performance and in light of competitive factors the Committee agreed to award the amounts shown in the Summary Compensation Table.

The purpose of long-term equity based incentive awards is to align our executives with the long-term interests of stockholders. The Committee uses equity-based incentives to balance the short-term nature of the annual incentive plan with awards which earn their value based on stock price appreciation. These awards are typically granted to the executives on an annual basis. Equity grants are awarded by the Committee. The Company does not seek to time equity grants to take advantage of information about the Company. Option grants are effective on the date the awards are determined by the Committee, and the exercise price of options is the closing price of the Company's common stock on the New York Stock Exchange on the date of grant. No options were granted in fiscal 2009.

In fiscal 2009, the Company had two equity incentive plans—the Restated Stock Option Plan and the 2007 Equity Incentive Plan ("2007 Plan"). On July 20, 2009, our shareholders approved amendments to the 2007 Plan (now the "Amended and Restated 2007 Equity Incentive Plan"). Shares available or that become available under the Restated Stock Option Plan are available for grant under the Amended and Restated 2007 Equity Incentive Plan, and no new grants will be made under the Restated Stock Option Plan. The amendments also provided that the Compensation Committee could establish option exchange or re-pricing programs subject to certain limitations and in which TRC executive officers and directors do not participate. We are currently evaluating an exchange program.

In fiscal 2009, the Committee determined a dollar value for long-term incentive awards based on the competitive assessment, Company dilution, and the executive's role in helping TRC achieve long-term business success. The dollar value for each Named Executive Officer was then granted in restricted stock.

The number of shares of restricted stock was based on the closing price of TRC common stock on the New York Stock Exchange on the date of grant. The restricted stock vests in equal one-forth

increments on the first, second, third, and fourth anniversaries of grant. Awards are shown in the Summary Compensation Table on page 15.

The Committee believed that the restricted stock provided the Named Executive Officers with an appropriate long-term incentive award that balances the goals of shareholder return with executive share ownership and retention. The executives would be incentivized to produce, and rewarded by, share price appreciation, thereby aligning their interests with the long-term interests of TRC's shareholders.

Named Executive Officers are eligible to receive standard benefits such as medical, dental, disability and life insurance, and participation in our 401(k) plan. These benefits are provided on the same basis and at the same cost as for all other full-time salaried employees.

We offer the Named Executive Officers limited perquisites that are designed to enhance business productivity and keep us competitive within the market. During fiscal year 2009, the Named Executives received a monthly car allowance. The monthly allowance was $700 for Messrs. Vincze, Salmon, and Bennet, and $650 for Messrs. Harkness and Dodd.

We entered into an employment agreement with Mr. Vincze on March 18, 2005 which was amended and restated on January 25, 2006 and on August 9, 2007 (the "Amended Agreement").

The Initial Term of the Amended Agreement is from July 1, 2007 to July 1, 2010. If Mr. Vincze remains employed by the Company after the expiration of the Initial Term, it is anticipated that he will continue his employment at-will upon terms and conditions generally available to executive management. Mr. Vincze has the right to receive severance if he resigns for Good Reason (as defined in the Amended Agreement) or we terminate his employment without Cause (as defined in the Amended Agreement).

Mr. Vincze's base salary under the Amended Agreement is $465,000. He is eligible to receive annual bonuses and equity grants from the Company. Mr. Vincze has the right to participate in all present and future benefit programs generally made available to our executives and receives an automobile allowance of $700 per month.

Under the Amended Agreement, Mr. Vincze was granted 20,000 restricted shares which are currently fully vested. The shares vested in equal one-third increments; one-third vested immediately and the remainder vested equally on the first and second anniversaries of grant.

If we terminate Mr. Vincze's employment for any reason other than death, disability, or Cause (as defined in the Agreement) or if Mr. Vincze terminates employment for Good Reason, we will pay Mr. Vincze a lump sum payment equal to the greater of (i) the annual base salary for the remainder of the Initial Term or (ii) two times annual base salary. In addition, we will pay Mr. Vincze his accrued base salary, accrued but unused vacation, and pro-rated bonus (if any) through the date of such termination. During the period for which severance is paid, we will also pay for all of the benefits Mr. Vincze is entitled to under the Agreement. If continued coverage cannot be provided to

Mr. Vincze (or in the case of his automobile allowance, at Mr. Vincze's election), a lump sum payment equal to the cost of such coverage will be made six months after termination.

If Mr. Vincze dies, his beneficiaries or estate will receive an amount, if any, by which amounts paid under the applicable insurance policies, are less than Mr. Vincze's annual base salary under the Amended Agreement. In addition, Mr. Vincze, his beneficiaries or estate, as applicable, will receive a prorated portion of the bonuses described above and any accrued but unused vacation.

If Mr. Vincze becomes Permanently Disabled, he will receive an amount, if any, by which amounts paid under the disability policy are less than the greater of i) the annual base salary for the remainder of the Initial Term or (ii) two times annual base salary. In addition, Mr. Vincze will receive a prorated portion of the bonuses described above and any accrued but unused vacation.

If Mr. Vincze is terminated for Cause (as defined in the Amended Agreement), we will pay Mr. Vincze his accrued base salary, accrued but unused vacation, all business expenses and his car allowance through the date of the termination.

Under the Amended Employment Agreement, Mr. Vincze is prohibited from competing with the Company during a one-year period following any termination of employment.

In the event of a termination of employment in connection with a change-of-control, Messrs. Salmon, Bennet, Harkness, and Dodd are entitled to receive a payment equal to one year's salary. Vesting of stock options for all Named Executive Officers accelerate in full upon a change-of-control as defined in the Company's plans, and restricted stock awards vest upon a non-cause termination or resignation for good reason within one year of a change-of-control.

Terminations of Named Executive Officers other than one pursuant to a change-of-control are handled on a case-by-case basis with the Company's practice being to grant a reasonable severance benefit for non-cause terminations based on length of service and other considerations.

The narrative, table and footnotes below describe the total compensation paid for fiscal year 2009 to the "Named Executive Officers," who are Christopher Vincze (the Company's principal executive officer), Thomas W. Bennet, Jr. (the Company's principal financial officer), and the other three individuals who were serving as executive officers of the Company on June 30, 2009, the last day of the fiscal year.

Name

Christopher P. Vincze		2009	465,000	232,500	283,708	172,566	27,119	1,180,893
	Chairman and Chief Executive	2008	465,000	0	254,501	196,246	23,605	939,352
	Officer	2007	400,005	37,500	0	197,756	23,252	658,513
Thomas W. Bennet, Jr.(2)		2009	250,000	150,000	16,384	5,196	26,763	448,343
	Senior Vice President and	2008	19,230	0	0	412	700	20,342
	Chief Financial Officer
Michael C. Salmon		2009	309,402	108,300	76,524	42,124	26,861	563,211
	President	2008	309,402	0	23,275	50,224	26,731	409,632
		2007	309,402	75,000	0	47,318	15,185	446,905
Glenn E. Harkness		2009	294,251	103,000	48,307	50,550	23,564	519,672
	Senior Vice President	2008	294,251	0	17,523	59,954	26,738	398,466
		2007	294,251	25,000	0	50,036	28,230	397,517
Martin H. Dodd		2009	244,400	73,500	38,415	41,892	23,481	421,688
	Senior Vice President and	2008	244,400	0	8,828	51,865	41,617	346,710
	General Counsel	2007	244,400	15,000	0	41,958	34,222	335,580

The following table presents non-equity and equity awards granted to the Named Executive Officers in fiscal year 2009 as well as the opportunities for each Executive Officer under the 2009 Bonus Plan.

Name

Christopher P. Vincze	9/9/2008	232,500	147,000	0	2.90	426,300
Thomas W. Bennet, Jr.	9/9/2008	150,000	28,000	0	2.90	81,200
Michael C. Salmon	9/9/2008	108,300	88,200	0	2.90	255,780
Glenn E. Harkness	9/9/2008	103,000	50,500	0	2.90	146,450
Martin H. Dodd	9/9/2008	73,500	49,500	0	2.90	143,550

The following table presents information regarding outstanding equity awards held by our Named Executive Officers at fiscal year end, June 30, 2009. Market value of stock awards is based on the closing price on June 30, 2009 of $4.00 per share.

	Option Awards								Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
Christopher P. Vincze		24,700		74,100		10.93		7/31/2014
		60,000				13.82		5/2/2015
		40,000				9.92		1/25/2016
		10,500				10.50		5/16/2016		187,980		751,920
Thomas W. Bennet, Jr.(1)		2,500		7,500		5.09		6/2/2015		28,000		112,000
Michael C. Salmon		18,000				4.17		10/21/2009
		8,000				7.25		6/16/2010
		18,000				8.79		8/15/2010
		18,750				21.19		9/19/2011
		15,000				11.92		11/22/2012
		13,000				18.62		11/7/2013
		4,712		14,138		11.47		7/26/2014
		1,250		3,750		7.90		12/7/2014
		13,000				16.03		2/22/2015
		15,000				9.92		1/25/2016		94,725		378,900
Glenn E. Harkness		15,000				4.17		10/21/2009
		2,000				7.25		6/16/2010
		15,000				8.79		8/15/2010
		11,250				21.19		9/19/2011
		7,500				11.92		11/22/2012
		10,000				18.62		11/7/2013
		3,531		10,594		11.47		7/26/2014
		625		1,875		7.90		12/7/2014
		10,000				16.03		2/22/2015
		15,000				9.92		1/25/2016
		6,666		3,334		9.34		1/12/2017		55,412		221,648
Martin H. Dodd		1,000				7.25		6/16/2010
		4,000				8.79		8/15/2010
		4,500				21.19		9/19/2011
		3,000				11.92		11/22/2012
		5,000				18.62		11/7/2013
		1,762		5,288		11.47		7/26/2014
		625		1,875		7.90		12/7/2014
		5,000				16.03		2/22/2015
		15,000				9.92		1/25/2016
		6,666		3,334		9.34		1/12/2017		51,975		207,900

The following presents potential payments upon termination of employment pursuant to different termination events. The tables indicates what payments theoretically would have been made if a termination occurred on June 30, 2009. The closing price of TRC common stock on June 30, 2009 of $4.00 was used to calculate any equity-based payments.

The following presents payments that would have been made to Mr. Vincze upon certain termination events.

Payment Type

Severance	930,000	930,000	0			930,000
Prorated Bonus	232,500	232,500	0			232,500
Benefit Continuation	36,800	36,800	0	36,800	36,800	36,800
Accrued Vacation(3)
Restricted Stock Vesting	0	0	0	0	0	751,920
Stock Option Vesting(4)	0	0	0	0	0	0
Total	1,199,300	1,199,300	0	36,800	36,800	1,951,220

(1): While voluntary terminations are not specifically addressed in Mr. Vincze's employment contract, it is assumed that a resignation would be handled in the same manner as a for Cause termination.
(2): Upon a termination by virtue of Mr. Vincze's death or disability, his estate would receive a payment equal to the difference between amounts received under applicable insurance benefits and one year's base salary. In addition, he would receive a pro-rated portion of his annual bonus.
(3): Amounts would depend on accrued vacation balance at time of termination.
(4): Pursuant to Mr. Vincze's Employment Agreement, certain awards vest in their entirety upon identified terminations, and pursuant to the Company's award agreements, all equity awards vest upon either a change-of-control or upon a termination in connection with a change-of-control.

The following presents payments that would be made to our current Named Executive Officers other than Mr. Vincze for a termination following a change of control. Upon any other termination, Messrs. Salmon, Harkness, Dodd, and Bennet are technically entitled only to earned but unpaid compensation and accrued benefits such as base salary and vacation, although the Company's practice has been to grant a reasonable severance benefit based on length of service and other considerations.

Each non-employee director receives an annual retainer of $35,000 payable at each director's election in cash or in deferred common shares under the Directors' Deferred Compensation Plan. Directors may be granted stock options and restricted stock units from our equity incentive plans. The cash retainer and equity awards are prorated if a director is appointed to the Board during the fiscal year. Chairs of the Audit and Compensation Committees and The Lead Director receive an additional retainer of $15,000, $8,000 and $10,000, respectively. In addition, Messrs. Casey, Harvey, and McNealey served on special committees during the fiscal year related to strategic options for the Company, culminating in the Series A Convertible Preferred Stock Placement, and received additional fess of $35,000, $30,000, and $30,000 respectively, related to those efforts. Directors who are also employees of the Company or any of the Company's subsidiaries do not receive remuneration for serving as directors.

In fiscal 2009, PM&P prepared a review of director's compensation using proxy data for the Company's peer group as well as nationally recognized survey data. Based on the review, it was determined that the Company's directors' compensation program is currently below the market median; however, the Committee decided that compensation levels were adequate to attract and retain quality directors and that no changes to director's compensation were warranted at this time.

In November of 2008, each non-employee director of the Company was issued 26,316 restricted stock units which vest in their entirety when the directors leave the Board.

The following table summarizes the compensation paid to each non-employee director for his Board and committee services during fiscal year 2009.

Name

Sherwood L. Boehlert	35,000	50,000	12,436	97,436
Friedrich K. M. Bohm	42,000	50,000	24,430	116,430
F. Thomas Casey	85,000	50,000	12,436	147,436
Stephen M. Duff	35,000	50,000	28,120	113,120
Robert W. Harvey	65,000	50,000	12,436	127,436
J. Jeffrey McNealey	75,000	50,000	32,426	157,426

The following table presents the stock option and restricted stock units held by our current non-employee directors at fiscal year end, June 30, 2009.

	Option Awards							Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)
Sherwood L. Boehlert		7,500			9.89		5/11/2014
		12,000			5.98		2/21/2015
Friedrich K. M. Bohm		10,000			9.89		5/11/2014
		12,000			5.98		2/21/2015
		10,000			16.03		2/22/2015
		12,000			9.92		1/25/2016
F. Thomas Casey		3,500			10.93		7/31/2014
		12,000			5.98		2/21/2015
Stephen M. Duff		10,000			9.89		5/11/2014
		12,000			5.98		2/21/2015
		12,000			11.07		2/28/2016
Robert W. Harvey		3,500			10.93		7/31/2014
		12,000			5.98		2/21/2015
J. Jeffrey McNealey		10,500			4.17		10/21/2009
		8,000			7.25		6/16/2010
		10,500			8.79		8/15/2010
		9,000			21.19		9/19/2011
		7,500			11.92		11/22/2012
		10,000			18.62		11/7/2013
		10,000			9.89		5/11/2014
		12,000			5.98		2/21/2015
		10,000			16.03		2/22/2015
		20,000			9.92		1/25/2016

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires the Company's officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities ("10% Stockholders"), to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC and the New York Stock Exchange. Officers, directors and 10% Stockholders are required to furnish the Company with copies of all Forms 3, 4, and 5 they file. Based solely on the Company's review of the copies of such forms it has received, the Company believes all applicable transactions during the fiscal year ended June 30, 2009 of officers, directors and 10% stockholders have been disclosed.

All members of the Compensation Committee during the fiscal year ended June 30, 2009 were independent directors, and none of them were our employees or former employees. During the fiscal year ended June 30, 2009, none of our executive officers served on the compensation committee (or equivalent), or the board of directors, of another entity whose executive officer(s) served on our Compensation Committee or Board of Directors.

The Compensation Committee has reviewed and discussed with the Company's management the Compensation Discussion and Analysis included in this Proxy Statement. Based on that review and discussion, the Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

On March 6, 2006, we sold 2,162,162 shares of our common stock in a private placement. The sale resulted in $20,000,000 in gross proceeds which was primarily used to reduce debt and for general corporate purposes. 1,081,081 of those shares were purchased by Federal Partners, L.P. an affiliate of the Clark Estates. In addition, in that transaction Peter R. Kellogg purchased 381,081 shares with his wife and son purchasing 350,000 shares each. The Clark Estates and Mr. Kellogg are major shareholders of the Company. (See Principal Shareholders above at page 2.) In conjunction with the transaction, we entered into a Registration Rights Agreement which provided for the payment of a penalty of $100,000 per month if the stock issued in the transaction was not registered by December 1, 2007. We were unable to register the stock by that date, but the date was extended until May 29, 2009 in consideration for the Company issuing to the purchasing shareholders subordinated promissory notes due July 19, 2009 in the aggregate amount of $600,000 and bearing interest at 12.5% per annum. The stock was registered in June of 2009, and the notes, which matured on July 19, 2009, were repaid.

On July 19, 2006, we borrowed $5,000,000 from Federal Partners pursuant to a three-year subordinated loan agreement. The loan bears interest at a fixed rate of 9% per annum. In addition, we issued to Federal Partners a ten-year warrant to purchase up to 66,000 shares of its common stock at an exercise price equal to $0.10 per share pursuant to a Warrant Agreement dated July 19, 2006. In connection with the Preferred Stock placement described below, the term of this lean was extended until July19, 2012.

On June 1, 2009, we sold 7,209.302 shares of a new Series A Convertible Preferred Stock, $0.10 par value (the "Preferred Stock") for $2,150 per share pursuant to a private placement stock purchase by and among the Company and Federal Partners, Edward G. Jepsen (a current investor and former director of the Company who retired from the Board in February 2008), and Peter R. Kellogg and related entities. See the table on Page 3 for amounts purchased by each shareholder. Sales of the Preferred Stock are restricted for 18 months, except in the case of and in connection with a liquidation or sale of the company, and at the end of the 18-month period each share of Preferred Stock will automatically convert into 1,000 shares of common stock or an aggregate of 7,209,302 shares. We also entered into a Registration Rights Agreement with the purchasers of the Preferred Stock whereby we agreed to register the common stock issued upon conversion of the Preferred Stock at any time after the 18-month period that we are eligible to register shares on Form S-3 provided that a minimum of $2.5 million worth of shares are included in such registration and that we shall not be obligated to undertake more than two such registrations in a 12-month period. In addition, the holders of the Preferred Stock are entitled to appoint one director to our Board of Directors, but have not yet done so.

Pursuant to Company policies, any transaction which would require disclosure under Section 404(a) is required to be justified from an arms-length perspective and requires approval of the Nominating and Corporate Governance Committee.

The Audit Committee has adopted a Charter which sets out its organization, role and responsibilities.

The Audit Committee has met with management and the Company's independent auditors and has reviewed and discussed the Company's audited financial statements as of and for the year ended June 30, 2009.

Additionally, the Audit Committee has discussed with the Company's independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended.

The Audit Committee has also received and reviewed the written disclosures and the letter from the independent auditors required by Independence Standards Board, Standard No. 1, Independence Discussions with Audit Committees, as amended, and has discussed with the Company's independent auditors that firm's independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements referred to above be included in the Company's Annual Report on Form 10-K for the year ended June 30, 2009 for filing with the Securities and Exchange Commission.

The Board of Directors, upon recommendation of the Audit Committee, has appointed the firm of Deloitte & Touche LLP to serve as the Company's independent auditors for the fiscal year ending June 30, 2009. Representatives of Deloitte & Touche LLP are expected to be present at the Shareholders' Meeting. They will have the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions raised by shareholders.

In accordance with its Charter, the Audit Committee has reviewed with Deloitte & Touche LLP whether the non-audit services provided by them are compatible with maintaining their independence. During fiscal 2009 and 2008, the Company retained Deloitte & Touche LLP to provide the following services in the following categories and amounts:

The affirmative vote of a majority of shares present and entitled to vote at the Shareholders' Meeting is required to approve this proposal. The Board is submitting the appointment of Deloitte & Touche LLP to shareholders for ratification. If the shareholders fail to ratify the appointment, the Board will reconsider whether or not to retain Deloitte & Touche LLP. If Deloitte & Touche LLP shall decline to act or otherwise become incapable of acting, or if its engagement is otherwise discontinued by the Board of Directors, then in any such case the Board of Directors will appoint other independent auditors whose employment for any period subsequent to this Shareholders' Meeting will be subject to ratification by the shareholders at the next Shareholders' Meeting.

The Board of Directors unanimously recommends a vote "FOR" the ratification of the appointment of Deloitte & Touche LLP as independent auditors of the Company.

The eligibility of shareholders to submit proposals, the proper subjects of the shareholder proposals and other issues governing shareholder proposals are regulated by the rules adopted under Section 14 of the Exchange Act. Shareholder proposals submitted pursuant to Rule 14a-8 under the Exchange for Act for inclusion in the Company's proxy materials for the 2010 Annual Meeting of Shareholders must be received by the Company at its principal executive offices at 21 Griffin Road North, Windsor, Connecticut 06095-1563, no later than September 1, 2010.

Shareholders who wish to suggest nominees for election to the Board of Directors at the 2010 Annual Meeting should write, on or before September 1, 2010, to the Secretary of the Company at 21 Griffin Road North, Windsor, Connecticut 06095-1563, stating in detail the qualifications of such persons for consideration by the Nominating and Corporate Governance Committee of the Board of Directors.

Shareholders may communicate with the Board or any of the directors by sending written communications addressed to the Board or any of the directors to: TRC Companies at 21 Griffin Road North, Windsor, Connecticut 06095-1563, Attention: Corporate Secretary. All communications other than those determined in good faith by the Corporate Secretary to be frivolous are compiled by the Corporate Secretary and forwarded to the Board of Directors or the individual director(s) accordingly.

As of the date of this Proxy Statement, the Board of Directors knows of no other matters that may be brought before the meeting. However, if any other matters do properly come before the meeting, the persons named in the enclosed proxy will vote upon them in their discretion and in accordance with their best judgment.

A copy of the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission, Washington, D.C., is available to shareholders without charge upon request. Address requests to: TRC Companies, Inc., 21 Griffin Road North, Windsor, CT 06095-1563, Attention: Investor Relations.

The cost of preparing and mailing the Notice of Shareholders' Meeting, Proxy Statement and Form of Proxy will be paid by the Company. The Company will request banks, brokers, fiduciaries and similar persons to forward copies of such material to beneficial owners of the Company's Common Stock in a timely manner and to request authority for execution of proxies, and the Company will reimburse such persons and institutions for their out-of-pocket expenses incurred in connection therewith. To the extent necessary in order to assure sufficient representation, officers and regular employees of the Company may solicit the return of the proxies by telephone, personal communication or other methods. The extent of this solicitation by personal contact will depend upon the response to the initial solicitation by mail. It is anticipated that the costs of solicitation, if undertaken, will not exceed $1,000.

I (We) hereby appoint Christopher P. Vincze and Martin H. Dodd and each of them as proxies with power of substitution and revocation to vote all my (our) shares of Common Stock in TRC Companies, Inc., at the Annual Meeting of Shareholders to be held November 19, 2009 at 9:00 a.m., at the Intercontinental Boston Hotel, 510 Atlantic Avenue, Boston, Massachusetts 02210 and at any adjournments thereof: (Please place mark in one box only.)

ITEM 2 — The ratification of the appointment of Deloitte & Touche LLP as independent auditors to audit the Company's financial statements for the fiscal year ending June 30, 2010.

The Proxies named above will, in their sole discretion, vote upon such other matters as may properly come before the meeting and any adjournments thereof.

THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE 7 NOMINEES FOR DIRECTOR AND FOR ITEM 2.

Please sign exactly as your name or names appear on this Proxy. Joint owners should each sign. Attorneys, executors, administrators, trustees or guardians should so indicate when signing.


	Filed by the Registrant ý
	Filed by a Party other than the Registrant o
	Check the appropriate box:
	o		Preliminary Proxy Statement
	o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	ý		Definitive Proxy Statement
	o		Definitive Additional Materials
	o		Soliciting Material Pursuant to §240.14a-12

Name and Address of Beneficial Owner

Peter R. Kellogg(1) c/o IAT Reinsurance Co. Ltd. 48 Wall Street New York, NY 10005	3,837,296	19.65
Heartland Advisors, Inc.(2) 789 North Water Street Milwaukee, WI 53202	2,646,200	13.55
Royce & Associates, LLC(3) 1414 Avenue of the Americas New York, NY 10019	2,411,844	12.35
The Clark Estates, Inc.(4) One Rockefeller Plaza, 31st Floor New York, NY 10020	1,988,031	10.18
Dimensional Fund Advisors, LP(5) 1299 Ocean Avenue Santa Monica, CA 90401	1,552,997	7.95

Name

Christopher P. Vincze	6,900	11,819	8,400	27,119
Thomas W. Bennet Jr.	6,900	11,463	8,400	26,763
Michael C. Salmon	6,900	11,561	8,400	26,861
Glenn E. Harkness	6,900	8,864	7,800	23,564
Martin H. Dodd	6,900	8,781	7,800	23,481

	Fiscal 2009 Fees		Fiscal 2008 Fees

Audit fees	$	1,668,700	$	2,005,000
Audit related fees		—		—
Tax fees		—		—
All other fees		—		—

	$	1,668,700	$	2,005,000


For o	Withhold o	Sherwood L. Boehlert, Friedrich K. M. Bohm, F. Thomas Casey, Stephen M. Duff, Robert W. Harvey, J. Jeffrey McNealey and Christopher P. Vincze.
		To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.


		Submitted by the Compensation Committee:
		Friedrich K. M. Bohm, Chairman Stephen W. Duff Robert W. Harvey J. Jeffrey McNealey


		Submitted by the Audit Committee:
		F. Thomas Casey, Chairman Friedrich K. M. Bohm Robert W. Harvey J. Jeffrey McNealey


		By Order of the Board of Directors

		Martin H. Dodd Senior Vice President, General Counsel and Secretary


o For		o Against		o Abstain

Signature(s)