Exhibit 10(s)


                                     2005

                             AMENDED AND RESTATED

                                 TRUSTCO BANK

                          DEFERRED COMPENSATION PLAN

                                FOR DIRECTORS





                    2005 AMENDED AND RESTATED TRUSTCO BANK
                   DEFERRED COMPENSATION PLAN FOR DIRECTORS

     WHEREAS, on November 24, 1981, the Board of Directors of Trustco Bank
(herein referred to as the "Bank") adopted the Trustco Bank National
Association Deferred Compensation Plan for Directors (hereinafter referred to
as the "Plan"); and

     WHEREAS, the Bank desires to amend and restate the Plan, effective as of
January 1, 2005;

     NOW, THEREFORE, the Bank hereby amends and restates the Plan in its
entirety, effective as of January 1, 2005, to read as follows:

     The Amended and Restated Trustco Bank, National Association Deferred
Compensation effective January 1, 2001 (the "Previous Plan") a copy of which
is attached hereto and incorporated herein, will remain in full force and
effect for all deferrals of compensation made prior to January 1, 2005. The
Previous Plan is frozen and no further deferrals shall be credited to
deferral accounts maintained under the Previous Plan, but such accounts shall
continue to receive interest credits as provided in paragraph 2 of the
Previous Plan.

     The Previous Plan is intended to be maintained without material
modifications so as to be "grandfathered" by The American Jobs Creation Act
of 2004 (the "Act"), and not subject to the provisions of Code Section 409A
and other relevant sections of the Act. The 2005 Plan is intended to meet the
requirements of the Act, and to be subject to Code Section 409A. Both the
2005 Plan and the Previous Plan are unfunded arrangements providing deferred
compensation to Directors. The 2005 Plan, which is in effect for all
deferrals on and after January 1, 2005, is as follows:


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     1. Any Director may elect by written election filed with the Bank on or
before December 31 of any year to defer receipt of all or a specific part of
his annual fees for the following calendar year, which election to defer fees
continues from year to year unless the Director amends or terminates such
election by written request filed with the Bank or ceases to be a Director.
An election applicable to a calendar year may not be amended or terminated
during that calendar year. In the event of a termination of an election, the
amount already deferred by the Director cannot be paid to him until he ceases
to be a Director and shall be paid in accordance with paragraph 3 hereof.

     2. The Bank will not fund its liability for deferred fees or interest
thereon but general ledger accounts will be maintained, supported by
memorandum accounts for each Director. The compensation deferred will be
credited to the Director's deferred compensation account as of the date it
would otherwise have been payable. A Director's deferred compensation account
shall be credited at the end of each calendar quarter with a credit on the
balance at the beginning of the quarter equal to the number of days in the
quarter times one-fourth of the greater of (i) 6%, or (ii) the ten-year U.S.
Treasury Bond rate on the last business day of the quarter.

     3. In the event a Director ceases to be a Director of the Bank, the
entire balance of his deferred fees, including interest credited thereon,
shall be paid to the Director in a lump sum, paid as of the last day of the
month following the date which is twelve months after the date the Director
ceases to be a Director of the Bank. The determination of whether an
individual has ceased to be a Director of the Bank shall be subject to
Section 409A of the Code and regulations promulgated thereunder.

     4. Upon the death of a Director, the balance of his account shall be
payable to a beneficiary designated by him or her on the first day of the
calendar year following the year in


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which he or she dies, in a lump sum, or if no beneficiary is named, to
the trustee of the Director's revocable living trust, and if none of the
trustee of the Director's testamentary trust, and if none to the personal
representative of the Director's estate.

     5. The right to receive payment of deferred compensation shall not
be transferable or assignable by a Director or named beneficiary, except by
will or by the laws of descent and distribution.

     6. A Director may prior to December 31, 2005, by written notice to the
Bank cancel a deferral election made for 2005 and, in the event of such
cancellation, all amounts attributable to the cancelled deferral shall be
paid to the Director on or prior to December 31, 2005, and included in the
income of the Director in calendar year 2005.

     7. The Board of Directors of the Bank reserves the right to amend,
suspend or terminate this Plan at any time. However, no amendment, suspension
or termination of this Plan may alter or impair any Director's rights
previously granted under the Plan, without his consent.

     IN WITNESS WHEREOF, the Bank has caused this amended and restated Plan
to be executed this 20th day of December, 2005.

                                      TRUSTCO BANK CORP NY

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


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