8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  July 21, 2009

TrustCo Bank Corp NY

(Exact name of registrant as specified in its charter)

NEW YORK	0-10592	14-1630287
State or Other Jurisdiction of Incorporation or Organization	Commission File No.	I.R.S. Employer Identification Number

5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302

(Address of principal executive offices)

(518) 377-3311

(Registrant’s Telephone Number,

Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TrustCo Bank Corp NY

Item 8.01. Other Events

On July 21, 2009 the TrustCo Bank Corp NY Board of Directors established the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee’s Charter and Corporate Governance Guidelines are attached as an exhibit.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

99(a) Nominating and Corporate Governance Committee Charter

99(b) Corporate Governance Guidelines

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: July 21, 2009

TrustCo Bank Corp NY
(Registrant)
By:	/s/ Robert T. Cushing
	Robert T. Cushing
	Executive Vice President and
	Chief Financial Officer

-3-

Exhibits Index

The following exhibits are filed herewith:

Reg S-K Exhibit No.	Description	Page
99(a)	Nominating and Corporate Governance Charter	5 – 8
99(b)	Corporate Governance Guidelines	9 – 12

-4-

EX-99.(A)

TRUSTCO
Bank Corp NY	Exhibit 99(a)

TRUSTCO BANK CORP NY

CHARTER

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

As Approved by the Board of Directors on July 21, 2009

The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of TrustCo Bank Corp NY (the “Company”) for the following purposes:

— to review and identify individuals qualified to become Board members, consistent with criteria approved by the Board;

— to recommend to the Board the director nominees for the next annual meeting of shareholders and to fill vacancies on the Board, subject to the provisions of the Company’s Certificate of Incorporation and Bylaws;

— to develop, recommend to and annually review with the Board a set of corporate governance guidelines applicable to the Company and proposed changes to such guidelines from time to time as may be appropriate; and

— to oversee the evaluation of the Board and the committees of the Board.

The Committee will consist of not less than three members of the Board who are “independent,” as that term is defined in the rules applicable to companies listed on the NASDAQ Stock Market, and who satisfy any additional requirements that the Board deems appropriate. The Chair of the Committee will be selected annually by the Board.

The duties and responsibilities contained in this Charter are to be a guide to the Committee with the understanding that the Committee may alter or supplement them as appropriate under the circumstances, to the extent permitted by applicable law or NASDAQ Stock Market rules. Further, the Committee’s policies and procedures should remain flexible in order to permit the Committee, the Board and the Company to best react to changing events and circumstances and to ensure that the Company’s director nomination and corporate governance practices are in accordance with all requirements and are of high quality.

Nominations

Board Membership. The Committee will review the qualifications of individuals suggested as potential nominees and identify nominees who are best qualified. The Company’s corporate secretary, on behalf of the Committee, will maintain the file of potential suitable candidates for consideration as nominees to the Board.

-5-

Candidates for board membership generally should have:

— high personal and professional ethics, integrity and values,

— an inquiring and independent mind, practical wisdom and mature judgment,

— broad policy-making experience in business, government or community organizations,

— expertise useful to the Company and complementary to the background and experience of other Board members,

— willingness to devote the time necessary to carrying out the duties and responsibilities of Board membership,

— commitment to serve on the Board over a period of several years to develop knowledge about the Company, its strategy and its principal operations and

— willingness to represent the best interests of all of the Company’s constituencies.

This list is not intended to be an exclusive list of nominee criteria, and Committee members will use their best judgment in identifying potential Board candidates.

After a possible candidate is identified, the Committee will investigate and assess the qualifications, experience and skills of the candidate. The investigation process may, but need not, include one or more meetings with the candidate by a member or members of the Committee.

From time to time, but at least once each year, the Committee will meet to evaluate the needs of the Board and to discuss the candidates for nomination to the board. Such candidates may be presented to the shareholders for election or appointed to fill vacancies. All nominees must be approved by the Committee and by a majority of the members of the Board who are independent as defined in the NASDAQ Stock Market rules.

Shareholder Nominations. The 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 purpose of the election of directors, or not later than 7 days prior to the meeting if less than 21 days’ notice of the meeting is provided.

-6-

Corporate Governance

The Committee will:

— develop and approve Corporate Governance Guidelines for the Company and subsequently review and approve the Guidelines annually,

— review and approve the Company’s Code of Conduct annually,

— establish and annually review guidelines covering Board member attendance, compensation, development, performance and stock ownership,

— summarize its activities and provide any recommendations to the Board at the Board’s next regular meeting following each meeting of the Committee,

— evaluate annually the Board’s committee structure and functions and the needs of the Board’s committees,

— review annually the performance of the Board and its committees,

— shall review governance-related shareholder proposals and recommend Board responses,

— conduct a preliminary review of director independence in order to assist the Board in its determinations relating to such matters and

— have such other authority and responsibilities as may be assigned to it from time to time by the Board.

Meetings and Procedures

The Committee must meet at least twice per year or more frequently if circumstances dictate. A meeting of the Committee may be called by its chairman or any member.

The Committee may request any officer of the Company, or any special counsel or advisor, to attend a meeting of the Committee.

Minutes of its meetings will be approved by the Committee and maintained on its behalf. The Committee shall report its activities to the Board on a regular basis and make such recommendations as it deems necessary or appropriate.

From time to time, but at least once each year, the full Board will review and reassess the adequacy of this charter and recommend proposed changes.

The Board will publicly disclose this charter and any such amendments at the times and in the manner required by the Securities and Exchange Commission (“SEC”) or any other regulatory body having authority over the Company, and in all events post such policy and amendments in accordance with applicable law.

-7-

Resources and Authority of the Committee

The Committee will have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special or independent counsel, accountants or other experts and advisors, as it deems necessary or appropriate, without seeking approval of the Board or management.

In performing their responsibilities under this Charter, Committee members are entitled to rely in good faith on information, opinions, reports or statements prepared or presented by:

— Officers or employees of the Company whom the Board members believe in good faith to be reliable and competent in the matters presented;

— Other persons as to matters which the Board believes in good faith to be within the professional or expert competence of such person; or

— Committees of the Board as to matters within such committees’ designated authority which committees the Board believes in good faith to merit confidence.

The Company must provide for appropriate funding, as determined by the Committee, in its capacity as a committee of the Board, for payment of compensation of any advisers employed by the Committee and such ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

*   *   *

-8-

EX-99.(B)

TRUSTCO
Bank Corp NY	Exhibit 99(b)

CORPORATE GOVERNANCE GUIDELINES

SUMMARY

The TrustCo Bank Corp NY (“TrustCo” or the “Company”) Board of Directors (the “Board”) recognizes its responsibility to assure the success of the Company through sound oversight of the business and through adherence to legal and regulatory requirements and to the Company’s own policies.

Each member of the Board owes a duty of loyalty to the Company. Directors have an obligation to provide ethical leadership and personal integrity while always acting in the best interests of the Company and its shareholders.

The Board understands its role of increasing shareholder value and overseeing the Company’s business for the benefit of shareholders.

TRUSTCO BANK CORP NY CORPORATE GOVERNANCE GUIDELINES

BUSINESS ETHICS

The Board believes that the long-term success of the Company is dependent upon the maintenance of an ethical business environment that focuses on adherence to both the letter and the spirit of regulatory and legal mandates. The Board expects management to conduct operations in a manner aligned with the Board’s view.

BOARD MEMBERSHIP SELECTION

Each Board member is responsible for identifying candidates who may be suitable for election to the Board. Specific information on the desired characteristics of potential candidates and the responsibilities of existing Board members in regard to nominations of new directors is included in the Charter of the Board’s Nominating and Corporate Governance Committee.

BOARD LEADERSHIP

Chair

The Board should have the flexibility to make the choice of Board leadership in any way that it deems to be in the best interests of the Company. Therefore, the Board does not have a policy on whether or not the role of the President/Chief Executive Officer and Chairman should be separate and, if it is to be separate, whether the Chairman should be selected from the non-employee Directors or be an employee.

-9-

BOARD COMPOSITION AND PERFORMANCE

Board Meeting Attendance and Preparation

Attendance at all Board meetings, appropriate Board Committee meetings and annual meetings is expected, however it is recognized that circumstances will cause Directors to miss meetings from time to time. Repeated absences by a Director from such meetings will be considered by the Nominating and Corporate Governance Committee in its deliberations with respect to the renomination of such Director. Each Director is expected to be fully prepared for Board and Committee meetings. Company management is responsible for the timely delivery of meeting materials in advance of all meetings.

Committees

The Bylaws of the Company provide for the Board to appoint members to special committees as may seem necessary or desirable.  There are currently three committees, the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Committees and Committee Structure

— At least once each year, the Board will consider and vote upon committee memberships for the next year, and the Board may reassign committee responsibilities from time to time to the extent necessary or appropriate.

— At least once each year, the Board will consider and vote upon the committee members who will serve as chairs of such Board committees.

— The Board will form and delegate authority to committees when appropriate.

— At least once each year, the Board will review the performance of its committees.

Executive Session of Directors

The Directors who are independent (as that term is defined in the listing standards of The NASDAQ Stock Market) shall meet in Executive Session on a regular basis (at least twice annually).

Confidentiality

It is essential that all Directors respect the confidentiality of all Board discussions and decisions. Confidentiality is essential for the effective functioning of the Board and for the protection of the Company and its shareholders.  Violations of this obligation will be addressed by the Nominating and Corporate Governance Committee or the full Board. Any Director who is found to have violated his or her obligation of confidentiality will not be renominated to the Board and may be asked to resign from the Board.

-10-

Term Limits/Continuing Board Service

The Board does not believe it should establish term limits. Under the Company’s certificate of incorporation and bylaws, there are three classes of Directors who generally stand for re-election every three years as the Board determines an individual’s suitability to stand for re-election. The Nominating and Corporate Governance Committee is responsible for reviewing expiring terms of Board Members and after a review of the Directors’ performance and contribution during their previous term, making appropriate recommendations for re-election. Directors understand that their lives are dynamic and that the ability of a Director to serve effectively may vary with changes in the Director’s work and personal life. The Board encourages each Director who stands for re-nomination to examine and determine his/her own qualification for continued Board service.

Board Limit on Publicly Traded Companies

Directors are not allowed to serve on more than four boards of directors of publicly traded companies, including TrustCo, and none of such other companies may be a financial institution or a parent company of a financial institution.

Directors Who Change Their Job Responsibility

Directors who significantly change the job responsibility they held when they were elected to the Board should submit a letter of resignation. This would not necessarily result in the Director leaving the Board. However, it is an opportunity for the Board to review the appropriateness of continued Board membership.

Conflicts of Interest/Company Reputation

When a Director determines that he/she is in a potential conflict of interest with regard to such Director’s service on the Board, he/she must comply with applicable provisions of the Company’s Code of Conduct and immediately notify the Board of the potential or actual conflict of interest and disqualify himself/herself from discussing or voting on that particular matter.  Any Director who is involved in a situation that may be detrimental to the Company’s reputation is expected to communicate with the Board and offer to resign if in the best interest of the Company.

Board Compensation Review

The Compensation Committee of the Board should periodically review the status of Board compensation levels. As part of a Director’s total compensation, and to create direct linkage with corporate performance, the Board may pay a portion of the Director’s compensation in the Company’s common stock.

Stock Ownership

The Board believes Directors and designated members of senior management should have a financial investment in the Company. Each Director is expected to own at least 10,000 shares (including options) within four years of being elected to theBoard. Ownership guidelines for members of Senior Management are as follows:

-11-

— Chief Executive Officer 150,000 shares (including options)

— Executive Vice Presidents 100,000 shares (including options)

These guidelines for members of senior management are expected to be achieved within four (4) years of being appointed to their positions.

CERTAIN AREAS OF BOARD INVOLVEMENT AND INTERACTION

The Board’s Role in Strategic Planning

The Board will take an active role in strategic planning, implementation and appraisal, realizing that strategy review is one of the Board’s most important responsibilities.

Succession Planning & Leadership Development

The Board will require the President to give an annual report on the status of succession planning, including the President Succession Plan. Periodically, the Board will require a plan regarding leadership development for the Company.

Board Development

The Board is committed to supporting continuing education for all its members through the use of both internal and external resources.

Board Access to Senior Management

Board members have complete access to the Company’s executive officers. Board members, in their own good judgment, should assure that this contact is constructive and not distracting to the business operation of the Company.  The Board encourages executive management, from time to time, to bring Vice Presidents and division heads into Board meetings to provide meaningful additional insight on the specific subject matter; make presentations regarding major projects; and expose high potential managers to the Board.

Board’s Ability to Hire Consultants

The Board has the express authority to hire its own consultants, as it deems appropriate.

Board’s Interaction with Institutional Investors, the Press, Customers, etc.

Communications with institutional investors, media and similar outside parties is the responsibility of the President/Chief Executive Officer, Chief Financial Officer, Chief Banking Officer and the Company spokesperson. Any requests by the press for commentary from Board members should be referred to the President. If comments from the Board are appropriate in a given situation, they should come from the Chairman or a Director designated by the Board.

Business Referral

Directors are expected to promote the Company within their spheres of influence and to assist the Company in developing new business.

-12-