form10-k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

T Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2009

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ____________________ to ____________________

Commission file number 0-10592

TRUSTCO BANK CORP NY

(Exact name of registrant as specified in its charter)

NEW YORK		14-1630287
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (518) 377-3311

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of exchange on which registered)
Common Stock, $1.00 Par Value		The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

______________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes.T No.o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes. o No.T

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes.T No.o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. T

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o Accelerated Filer x Non-Accelerated Filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes. o No. T

The aggregate market value of the common stock held by non-affiliates as of June 30, 2009 was approximately $431,551,689 (based upon the closing price of $5.89 on June 30, 2009, as reported on the NASDAQ Global Select Market).

The number of shares outstanding of the registrant’s common stock as of March 1, 2010 was 76,761,238.

Documents Incorporated by Reference: Portions of registrant's Proxy Statement filed for its 2010 Annual Meeting of Shareholders to be filed within 120 days of the registrant’s fiscal year end.

INDEX

Description			Page
		Use of Non-GAAP Financial Measures	3

PART I
	Item 1	Business	4
	Item 1A	Risk Factors	15
	Item 1B	Unresolved Staff Comments	22
	Item 2	Properties	22
	Item 3	Legal Proceedings	22
	Item 4	Submission of Matters to a Vote of Security Holders	22

PART II
	Item 5	Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
	Item 6	Selected Financial Data	25
	Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 7A	Quantitative and Qualitative Disclosures about Market Risk	25
	Item 8	Financial Statements and Supplementary Data	25
	Item 9	Changes in and Disagreements with Accountants On Accounting and Financial Disclosure	25
	Item 9A	Controls and Procedures	25
	Item 9B	Other Information	26

PART III
	Item 10	Directors, Executive Officers and Corporate Governance	26
	Item 11	Executive Compensation	27
	Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27
	Item 13	Certain Relationships and Related Transactions and Director Independence	27
	Item 14	Principal Accounting Fees and Services	27

PART IV
	Item 15	Exhibits, Financial Statement Schedules	27

		Signatures	31

EXHIBITS INDEX

Index

USE OF NON-GAAP FINANCIAL MEASURES

The Securities and Exchange Commission (“SEC”) has adopted Regulation G, which applies to all public disclosures, including earnings releases, made by registered companies that contain “non-GAAP financial measures.” GAAP is generally accepted accounting principles in the United States of America. Under Regulation G, companies making disclosures containing non-GAAP financial measures must also disclose, along with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure and a statement of the company’s reasons for utilizing the non-GAAP financial measure as part of its financial disclosures. At the same time that the SEC issued Regulation G, it also made amendments to Item 10 of Regulation S-K, requiring companies to make the same types of supplemental disclosures whenever they include non-GAAP financial measures in their filings with the SEC. The SEC has exempted from the definition of “non-GAAP financial measures” certain specific types of commonly used financial measures that are not based on GAAP. When these exempted measures are included in public disclosures or SEC filings, supplemental information is not required. The following measures used in this Report, which have not been specifically exempted by the SEC, may nevertheless constitute “non-GAAP financial measures” within the meaning of the SEC’s new rules, although we are unable to state with certainty that the SEC would so regard them.

Tax-Equivalent Net Interest Income and Net Interest Margin: Net interest income, as a component of the tabular presentation by financial institutions of Selected Financial Information regarding their recently completed operations, is commonly presented on a tax-equivalent basis. That is, to the extent that some component of the institution’s net interest income will be exempt from taxation (e.g., was received by the institution as a result of its holdings of state or municipal obligations), an amount equal to the tax benefit derived from that component is added back to the net interest income total. This adjustment is considered helpful in comparing one financial institution’s net interest income (pre-tax) to that of another institution, as each will have a different proportion of tax-exempt items in their portfolios. Moreover, net interest income is itself a component of a second financial measure commonly used by financial institutions, net interest margin, which is the ratio of net interest income to average earning assets. For purposes of this measure as well, tax-equivalent net interest income is generally used by financial institutions, again to provide a better basis of comparison from institution to institution. We follow these practices.

The Efficiency Ratio: Financial institutions often use an “efficiency ratio” as a measure of expense control. The efficiency ratio typically is defined as noninterest expense divided by the sum of taxable equivalent net interest income and noninterest income. As in the case of net interest income, generally, net interest income as utilized in calculating the efficiency ratio is typically expressed on a tax-equivalent basis. Moreover, most financial institutions, in calculating the efficiency ratio, also adjust both noninterest expense and noninterest income to exclude from these items (as calculated under GAAP) certain component elements, such as non-recurring charges, and other real estate expense (deducted from noninterest expense) and securities transactions and other non-recurring income items (excluded from noninterest income). We follow these practices.

Index

PART I

Item 1. Business

General

TrustCo Bank Corp NY (“TrustCo” or the “Company”) is a savings and loan holding company having its principal place of business at 5 Sarnowski Drive, Glenville, New York 12302. TrustCo was incorporated under the laws of New York in 1981 to acquire all of the outstanding stock of Trustco Bank, National Association, formerly known as Trustco Bank New York, and prior to that, The Schenectady Trust Company. The Company’s principal subsidiary, Trustco Bank, (the “Bank”) is the successor by merger to Trustco Bank, National Association.

Through policy and practice, TrustCo continues to emphasize that it is an equal opportunity employer. There were 732 full-time equivalent employees of TrustCo at year-end 2009. TrustCo had 14,127 shareholders of record as of December 31, 2009 and the closing price of the TrustCo common stock on that date was $6.30.

Subsidiaries

Trustco Bank

Trustco Bank is a federal savings bank engaged in providing general banking services to individuals, partnerships, and corporations. The Bank operates 134 automatic teller machines and 132 banking offices in Albany, Columbia, Dutchess, Greene, Orange, Rensselaer, Rockland, Saratoga, Schenectady, Schoharie, Ulster, Warren, Washington and Westchester counties of New York, Charlotte, Hillsborough, Lake, Manatee, Orange, Osceola, Polk, Sarasota, Seminole, and Volusia counties in Florida, Bennington County in Vermont, Berkshire County in Massachusetts and Bergen County in New Jersey. The largest part of such business consists of accepting deposits and making loans and investments. The Bank provides a wide range of both personal and business banking services. The Bank is supervised and regulated by the federal Office of Thrift Supervision (“OTS”) and is a member of the Federal Reserve System. Its deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the extent permitted by law. The Bank’s subsidiary, Trustco Realty Corp., holds certain mortgage assets that are serviced by the Bank. The Bank accounted for substantially all of TrustCo’s 2009 consolidated net income and average assets. During 2008, the Bank dissolved and liquidated its former subsidiary Trustco Vermont Investment Company and caused the distribution of all of the assets of that subsidiary to the Bank. The Bank holds three subsidiaries, (1) Trustco Insurance Agency, Inc., which is a licensed insurance agency, (2) Trustco Realty Corp, and (3) ORE Property, Inc. None of these subsidiaries engage in any significant business activities.

The trust department of the Bank serves as executor of estates and trustee of personal trusts, provides asset and wealth management services, provides estate planning and related advice, provides custodial services, and acts as trustee for various types of employee benefit plans and corporate pension and profit sharing trusts. The aggregate market value of the assets under trust, custody, or management of the trust department of the Bank was approximately $762 million as of December 31, 2009.

Index

The daily operations of the Bank remain the responsibility of its officers, subject to the oversight of its Board of Directors and overall supervision by TrustCo. The accounts of the Bank are included in TrustCo's consolidated financial statements.

ORE Subsidiary

In 1993, TrustCo created ORE Subsidiary Corp., a New York corporation, to hold and manage certain foreclosed properties acquired by the Bank. The accounts of this subsidiary are included in TrustCo's consolidated financial statements.

Competition

TrustCo faces strong competition in its market areas, both in attracting deposits and making loans. The Company’s most direct competition for deposits, historically, has come from commercial banks, savings associations, and credit unions that are located or have branches in the Bank’s market areas. The competition ranges from other locally based commercial banks, savings banks and credit unions to branch offices of the largest financial institutions in the United States. In its principal market areas, the Capital District area of New York State and Central Florida, TrustCo's principal competitors are local operations of super regional banks, branch offices of money center banks, and locally based commercial and savings banks. The Bank is the largest depository institution headquartered in the Capital District area of New York State. The Company also faces competition for deposits from national brokerage houses, short-term money market funds, and other corporate and government securities funds.

Factors affecting the acquisition of deposits include pricing, office locations and hours of operation, the variety of deposit accounts offered, and the quality of customer service provided. Competition for loans has been especially keen during the last several years. Commercial banks, thrift institutions, traditional mortgage brokers affiliated with local offices and nationally franchised real estate brokers are all active and aggressive competitors. The Company competes in this environment by providing a full range of financial services based on a tradition of financial strength and integrity dating from its inception. The Company competes for loans, principally through the interest rates and loan fees it charges, and the efficiency and quality of services it provides to borrowers.

Supervision and Regulation

Banking is a highly regulated industry, with numerous federal and state laws and regulations governing the organization and operation of banks and their affiliates. As a savings and loan holding company registered under the Home Owners’ Loan Act of 1934 (the "HOLA"), TrustCo is regulated and examined by the OTS. The HOLA requires TrustCo to obtain prior OTS approval for acquisitions and restricts the business operations permitted to TrustCo. The OTS is also the Bank’s primary federal regulator and supervises and examines the Bank. Because the FDIC provides deposit insurance to the Bank, the Bank is also subject to its supervision and regulation even though the FDIC is not the Bank’s primary federal regulator.

Index

Most of TrustCo's revenues consist of cash dividends paid to TrustCo by the Bank, payment of which is subject to various regulatory limitations. (Note 1 to the consolidated financial statements contained in TrustCo’s Annual Report to Shareholders for the year ended December 31, 2009 contains information concerning restrictions on the Bank’s ability to pay dividends and is hereby incorporated by reference.) Compliance with the standards set forth in the OTS rules regarding capital distribution by savings associations and savings banks could also limit the amount of dividends that TrustCo may pay to its shareholders. The banking industry is also affected by the monetary and fiscal policies of the federal government, including the Federal Reserve System, which exerts considerable influence over the cost and availability of funds obtained for lending and investing.

See Note 14 to the consolidated financial statements contained in TrustCo's Annual Report to Shareholders for the year ended December 31, 2009 for information concerning the Bank’s regulatory capital requirements.

The following summary of laws and regulations applicable to the Company and the Bank is not intended to be a complete description of those laws and regulations or their effects on the Company and the Bank, and it is qualified in its entirety by reference to the particular statutory and regulatory provisions described.

Holding Company Activities

The activities of savings and loan holding companies are governed, and limited, by the HOLA. TrustCo’s activities are limited to those permissible for “multiple” savings and loan holding companies (that is, savings and loan holding companies owning more than one savings association subsidiary) as of March 5, 1987, activities permitted for bank holding companies as of November 12, 1999 and activities permissible for “financial holding companies” (which are described below). “Savings associations” include federal savings banks such as the Bank. TrustCo must obtain approval from the appropriate bank regulatory agencies before acquiring control of any insured depository institution.

A savings and loan holding company is prohibited from, directly or indirectly, acquiring more than 5% of the voting stock of another financial institution or savings and loan holding company without the prior written approval of the Office of Thrift Supervision and from acquiring or retaining control of a depository institution that is not insured by the Federal Deposit Insurance Corporation. In evaluating applications by holding companies to acquire savings institutions, the Office of Thrift Supervision considers the financial and managerial resources and future prospects of the Company and institution involved, the effect of the acquisition on the risk to the deposit insurance fund, the convenience and needs of the community and competitive factors.

The Office of Thrift Supervision may not approve any acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state, subject to two exceptions: (i) the approval of interstate supervisory acquisitions by savings and loan holding companies and (ii) the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisitions. The states vary in the extent to which they permit interstate savings and loan holding company acquisitions.

Index

Although savings and loan holding companies are not currently subject to specific capital requirements or specific restrictions on the payment of dividends or other capital distributions, federal regulations do prescribe such restrictions on subsidiary savings institutions as described below. In addition, the financial impact of a holding company on its subsidiary institution is a matter that is evaluated by the Office of Thrift Supervision and the agency has authority to order cessation of activities or divestiture of subsidiaries deemed to pose a threat to the safety and soundness of the institution.

Securities Regulation and Corporate Governance

The Company’s common stock is registered with the Securities and Exchange Commission under Section 12(b) of the Securities Exchange Act of 1934, and the Company is subject to restrictions, reporting requirements and review procedures under federal securities laws and regulations. The Company is also subject to the rules and reporting requirements of The Nasdaq Stock Market LLC, on which its common stock is traded. Like other issuers of publicly traded securities, the Company must also comply with The Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), which implemented legislative reforms intended to address corporate and accounting fraud and contained reforms of various business practices and numerous aspects of corporate governance. For example, Sarbanes-Oxley addresses accounting oversight and corporate governance matters, including the creation of a five-member oversight board appointed by the Securities and Exchange Commission to set and enforce auditing, quality control and independence standards for accountants and have investigative and disciplinary powers; increased responsibilities and codified requirements relating to audit committees of public companies and how they interact with a company's public accounting firm; the prohibition of accounting firms from providing various types of consulting services to public clients and requiring accounting firms to rotate partners among public client assignments every five years; expanded disclosure of corporate operations and internal controls and certification by chief executive officers and chief financial officers to the accuracy of periodic reports filed with the SEC; and prohibitions on public company insiders from trading during retirement plan "blackout" periods, restrictions on loans to company executives and enhanced controls on and reporting of insider trading.

Although the Company has and will continue to incur additional expense in complying with the provisions of Sarbanes-Oxley and the resulting regulations, management does not expect that such compliance will have a material impact on the Company's financial condition or results of operations.

Federal Savings Institution Regulation

Business Activities. Federal law and regulations govern the activities of federal savings banks such as the Bank. These laws and regulations delineate the nature and extent of the activities in which federal savings banks may engage. In particular, certain lending authority for federal savings banks, e.g., commercial, non-residential real property loans and consumer loans, is limited to a specified percentage of the institution’s capital or assets.

Index

Regulatory Capital Requirements. OTS capital regulations require thrifts to satisfy three capital ratio requirements: tangible capital, Tier 1 core (leverage) capital, and risk-based capital. In general, an association’s tangible capital, which must be at least 1.5% of adjusted total assets, is the sum of common shareholders’ equity adjusted for the effects of other comprehensive income (“OCI”), net of the adjustment to record the previously unrecognized over funded position of employee benefit plans, less goodwill and other disallowed assets. An association’s ratio of Tier 1 core capital to adjusted total assets (the “core capital” or “leverage” ratio) must be at least 3% for the most highly rated associations and 4% for others. Higher capital ratios may be required if warranted by the particular circumstances or risk profile of a given association. Under the risk-based capital requirement, a savings association must have total capital (core capital plus supplementary capital) equal to at least 8% of risk-weighted assets. Tier 1 capital must represent at least 50% of total capital and consists of core capital elements, which include common shareholders’ equity, qualifying noncumulative nonredeemable perpetual preferred stock, and minority interests in the equity accounts of consolidated subsidiaries, but exclude goodwill and certain other intangible assets. Supplementary capital mainly consists of qualifying subordinated debt and portions of allowance for loan losses.

The above capital requirements are viewed as minimum standards by the OTS. The OTS regulations also specify minimum requirements for a savings association to be considered a “well-capitalized institution” as defined in the “prompt corrective action” regulation described below. A “well-capitalized” savings association must have a total risk-based capital ratio of 10% or greater, and a leverage ratio of 5% or greater.

Additionally, to qualify as a “well-capitalized institution,” a savings association’s Tier 1 risk-based capital, defined as core capital plus supplementary capital less portions of the association’s allowance for loan losses, must be equal to at least 6% of risk-weighted assets. The Bank currently meets all of the requirements of a “well-capitalized institution.”

The OTS regulations contain prompt corrective action provisions that require certain mandatory remedial actions and authorize certain other discretionary actions to be taken by the OTS against a savings association that falls within specified categories of capital deficiency. The relevant regulations establish five categories of capital classification for this purpose, ranging from “well-capitalized” or “adequately capitalized” through “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” In general, the prompt corrective action regulations prohibit an OTS-regulated institution from declaring any dividends, making any other capital distributions, or paying a management fee to a controlling person, such as its parent holding company, if, following the distribution or payment, the institution would be within any of the three undercapitalized categories.

Index

Insurance of Deposit Accounts. Deposits of Trustco Bank are insured by the Deposit Insurance Fund (“DIF”) of the FDIC. The FDIC determines insurance premiums based on a number of factors, primarily the risk of loss that insured institutions pose to the DIF.

The FDIC is required by statute to maintain the DIF’s “reserve ratio” (determined by dividing the DIF balance by the estimated amount of deposits insured by the DIF) within a range of 1.15 percent to 1.50 percent. If the reserve ratio falls below 1.15 percent–or is expected to within 6 months–the FDIC must adopt a restoration plan that provides that the DIF will return to 1.15 percent generally within a specified period of time.

Recent failures have significantly increased the DIF’s losses such that its reserve ratio is less than the mandated 1.15 percent. In October 2008, the FDIC established a restoration plan for the DIF that called for FDIC assessment rates designed to return the reserve ratio to 1.15 percent within five years; the FDIC amended the plan in February 2009 to extend the time period for achieving the 1.15 percent ratio to seven years. Finally, in September 2009, the FDIC further amended the restoration plan to extend the time period to eight years as permitted by amendments to the Federal Deposit Insurance Act enacted by Congress in May 2009.

On May 22, 2009, the FDIC adopted a final rule imposing a 5 basis point special assessment on each insured depository institution's assets minus Tier 1 capital as of June 30, 2009, subject to a limit that the amount of the special assessment for any institution cannot exceed 10 basis points times the institution's deposit insurance assessment base for the second quarter 2009. The Bank paid this special assessment in September, 2009.

Finally, on November 12, 2009, the FDIC adopted a final rule imposing a 13-quarter prepayment of FDIC premiums. The prepayment amount was paid in December 2009 and represented an estimated prepayment for deposit insurance assessments for the fourth quarter of 2009 through the fourth quarter of 2012. The prepayment amount will be used to offset future FDIC premiums beginning with the March 2010 payment. Other assessments to be paid to the FDIC, such as the fees for the Temporary Liquidity Guarantee Program and for the Financing Corporation (described below) are not affected by the offset.

The FDIC has indicated that it would not impose any further special deposit insurance assessments under its deposit insurance rule adopted in May 2009 and that it plans to maintain assessment rates at their current levels through the end of 2010 (although it also adopted a uniform 3 basis point increase in assessment rates effective January 1, 2011).

Future changes in insurance premiums could have an adverse effect on the operating expenses and results of operations of Trustco Bank, and the Bank cannot predict what insurance assessment rates will be in the future.

Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or the OTS. The Bank does not know of any practice, condition or violation that might lead to termination of its deposit insurance.

Index

In addition to the assessment for deposit insurance, institutions are required to make payments on bonds issued in the late 1980s by the Financing Corporation to recapitalize a predecessor deposit insurance fund.

Limitation on Capital Distributions. Office of Thrift Supervision regulations impose limitations upon all capital distributions by Trustco Bank, including cash dividends, payments to repurchase its shares and payments to stockholders of another institution in a cash-out merger. Under the regulations, an application to and the prior approval of the Office of Thrift Supervision is required prior to any capital distribution if the institution does not meet the criteria for “expedited treatment” of applications under Office of Thrift Supervision regulations (i.e., generally, examination ratings in the two top categories), the total capital distributions for the calendar year exceed net income for that year plus the amount of retained net income for the preceding two years, the institution would be undercapitalized following the distribution or the distribution would otherwise be contrary to a statute, regulation or agreement with Office of Thrift Supervision. If an application is not required, the institution must still provide prior notice to Office of Thrift Supervision of the capital distribution if, like the Bank, it is a subsidiary of a holding company. In the event the Bank’s capital fell below its regulatory requirements or the Office of Thrift Supervision notified it that it was in need of more than normal supervision, the Bank’s ability to make capital distributions could be restricted. In addition, the Office of Thrift Supervision could prohibit a proposed capital distribution by any institution, which would otherwise be permitted by the regulation, if the Office of Thrift Supervision determines that such distribution would constitute an unsafe or unsound practice.

Assessments. The Bank is required to pay assessments to the Office of Thrift Supervision to fund the agency’s operations. The general assessments, paid on a semi-annual basis, is computed upon the Bank’s total assets, including consolidated subsidiaries, as reported in the Bank’s latest quarterly thrift financial report. The assessments paid by the Bank for the year ended December 31, 2009 totaled approximately $672 thousand.

Community Reinvestment Act. The Community Reinvestment Act ("CRA") requires each savings institution, as well as commercial banks and certain other lenders, to identify the communities served by the institution's offices and to identify the types of credit the institution is prepared to extend within those communities. The CRA also requires the OTS to assess an institution's performance in meeting the credit needs of its identified communities as part of its examination of the institution, and to take such assessments into consideration in reviewing applications with respect to branches, mergers and other business combinations, including acquisitions by savings and loan holding companies. An unsatisfactory CRA rating may be the basis for denying such an application and community groups have successfully protested applications on CRA grounds. In connection with its assessment of CRA performance, the OTS assigns CRA ratings of "outstanding," "satisfactory," "needs to improve" or "substantial noncompliance." The Bank was rated "satisfactory” in its last CRA examination. Institutions are evaluated based on (i) its record of helping to meet the credit needs of its assessment area through lending activities; (ii) its qualified investments; and (iii) the availability and effectiveness of the institution’s system for delivering retail banking services. An institution that is found to be deficient in its performance in meeting its community's credit needs may be subject to enforcement actions, including cease and desist orders and civil money penalties.

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Qualified Thrift Lender Test. Like all OTS-regulated institutions, the Bank is required to meet a Qualified Thrift Lender (“QTL”) test or the Internal Revenue Code’s Domestic Building and Loan Association (“DBLA”) test to avoid certain restrictions on its operations, including restrictions on its ability to branch interstate and the Company’s mandatory registration as a savings and loan holding company under the Act. A savings association satisfies the QTL test if: (i) on a monthly average basis in at least nine months out of each twelve month period, at least 65% of a specified asset base of the savings association consists of loans to small businesses, credit card loans, educational loans, or certain assets related to domestic residential real estate, including residential mortgage loans and mortgage securities; or (ii) at least 60% of the savings association’s total assets consist of cash, U.S. government or government agency debt or equity securities, fixed assets, or loans secured by deposits, real property used for residential, educational, church, welfare, or health purposes, or real property in certain urban renewal areas. To be a QTL under the DBLA test, a savings association must meet a “business operations test” and a “60 percent of assets test.” The business operations test requires the business of a DBLA to consist primarily of acquiring the savings of the public and investing in loans. An institution meets the public savings requirement when it meets one of two conditions: (i) The institution acquires its savings accounts in conformity with OTS rules and regulations and (ii) The general public holds more than 75 percent of its deposits, withdrawable shares, and other obligations. An institution meets the investing in loans requirement when more than 75 percent of its gross income consists of interest on loans and government obligations, and various other specified types of operating income that financial institutions ordinarily earn. The 60 percent of assets test requires that at least 60 percent of a DBLA's assets must consist of assets that thrifts normally hold, except for consumer loans that are not educational loans. The Bank is currently, and expects to remain, in compliance with these standards.

Federal Reserve System

Federal Reserve Board regulations require savings institutions to maintain reserves against their transaction accounts. The reserve for transaction accounts as of December 31, 2009 was as follows:

Amount of transaction accounts		Reserve Requirement
$0 to $10.7 million		0 percent of amount.
Over $10.7 million and up to $65.9 million		3 percent of amount.
Over $65.9 million		$1,656,000 plus 10 percent of amount over $65.9 million.

The Bank was in compliance with these requirements as of December 31, 2009.

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Legislative and Regulatory Responses to Financial Crisis

In late 2008 and early 2009, the U.S. Congress and the federal financial regulatory authorities took a number of steps to respond to the financial crises affecting the banking system and financial markets.

On October 3, 2008, the Emergency Economic Stabilization Act of 2008 (the “EESA”) was signed into law. Under the EESA, the U.S. Department of the Treasury was given the authority to, among other things, purchase up to $700 billion of securities and certain other financial instruments from financial institutions for the purpose of stabilizing and providing liquidity to the U.S. financial markets.

On October 14, 2008, the Treasury Department announced a Capital Purchase Program under which it would acquire equity investments, usually preferred stock, in banks and thrifts and their holding companies. In conjunction with the purchase of preferred stock, the Treasury Department also received warrants to purchase common stock from participating financial institutions. Participating financial institutions also were required to adopt the Treasury Department’s standards for executive compensation and corporate governance for the period during which the Department holds equity issued under the Capital Purchase Program. TrustCo decided not to participate in the Capital Purchase Program.

On November 21, 2008, the FDIC adopted a final rule relating to a Temporary Liquidity Guarantee Program, which the FDIC had previously announced as an initiative to counter the financial crisis. Under the Temporary Liquidity Guarantee Program the FDIC (i) guaranteed, until the earlier of maturity or June 30, 2012, certain newly issued senior unsecured debt issued by participating institutions on or after October 14, 2008, and before June 30, 2009 (the “Debt Guarantee Program”) and (ii) guaranteed the full balance of non-interest bearing transaction deposit accounts, Negotiable Order of Withdrawal (“NOW”) accounts paying less than 0.5% interest per annum and certain other accounts held at participating FDIC- insured institutions (the “Transaction Account Guarantee Program”). TrustCo elected to participate in each of the guarantee programs.

Institutions participating in the guarantee programs pay assessments to assist in funding the FDIC’s coverage. The fee assessment under the Debt Guarantee Program ranged from 50 basis points to 100 basis points per annum, depending on the initial maturity of the debt. The FDIC has subsequently extended the Debt Guarantee Program to cover senior unsecured debt issued after April 1, 2009 and before October 31, 2009 and maturing on or before December 31, 2012. In addition, the FDIC established a limited, six-month emergency guarantee facility upon expiration of the Debt Guarantee Program. Under this emergency guarantee facility, certain participating entities can apply to the FDIC for permission to issue FDIC-guaranteed debt during the period starting October 31, 2009 through April 30, 2010. Trustco Bank has not, and does not currently intend to, seek to participate in the emergency guarantee facility. The fee for issuing debt under the emergency facility would be at least 300 basis points, which the FDIC has reserved the right to increase on a case-by-case basis, depending upon the risks presented by the issuing entity.

Index

Also, the Transaction Account Guarantee Program has been extended from its initial termination date of December 31, 2009 until June 30, 2010. Institutions participating in the Transaction Account Guarantee Program had the opportunity to opt out of the extended period, and after December 31, 2009, those institutions that have not opted out of the extension will be charged a higher annualized rate according to the institution’s risk category. The fees ranged from 15 basis points for institutions in risk category I to 25 basis points for institutions in risk categories III and IV. The assessments will be paid each quarter and will be based on amounts over $250,000 for the portion of the quarter that the institution is assigned to the risk category. TrustCo elected to continue to participate in the Transaction Account Guarantee Program. During 2009 assessments for this program were approximately $44 thousand.

The American Recovery and Reinvestment Act of 2009 (“ARRA”), more commonly known as the economic stimulus or economic recovery package, was signed into law on February 17, 2009, by President Obama. ARRA includes a wide variety of programs intended to stimulate the economy and provide for extensive infrastructure, energy, health, and education needs. In addition, ARRA imposes certain new executive compensation and corporate expenditure limits on all current and future TARP recipients until the recipient has repaid the Treasury, which is now permitted under ARRA without penalty and without the need to raise new capital, subject to the Treasury’s consultation with the recipient’s appropriate regulatory agency.

Gramm-Leach-Bliley Act Privacy Requirements

The Gramm-Leach-Bliley Act of 1999 (the "GLB Act") generally provided for sweeping financial modernization for commercial banks, savings banks, securities firms, insurance companies, and other financial institutions operating in the United States. Among other matters, the GLB Act established a federal rule regarding the confidential treatment of nonpublic personal information about consumers. These provisions of the GLB Act require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated third party. Compliance with the rules was mandatory starting on July 1, 2001. These rules affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. Because the Company does not sell customer information or give customer information to outside third parties or its affiliates except under limited circumstances (e.g., providing customer information to the Company's data processing provider), the rules have not had a significant impact on the Company's results of operations or financial condition.

Other Legislation

The USA PATRIOT Act ("Patriot Act"), which was enacted in the aftermath of the September 11, 2001 terrorist attacks, adopted numerous provisions designed to fight international money laundering and to block terrorist access to the U.S. financial system. Under Title III of the Patriot Act, also known as the International Money Laundering Abatement and Anti-Terrorism Financing Act of 2001, all financial institutions, including the Company and the Bank, are required to take certain measures to identify their customers, prevent money laundering, monitor certain customer transactions and report suspicious activity to U.S. law enforcement agencies, and scrutinize or prohibit altogether certain transactions of special concern. Financial institutions also are required to respond to requests for information from federal banking regulatory agencies and law enforcement agencies concerning their customers and their transactions. Information-sharing among financial institutions concerning terrorist or money laundering activities is encouraged by an exemption provided from the privacy provisions of the GLB Act and other laws. Further, the effectiveness of a financial institution in combating money laundering activities is a factor to be considered in applications submitted by a financial institution under the Bank Merger Act. The Company has in place a Bank Secrecy Act compliance program, and it engages in very few transactions of any kind with foreign financial institutions or foreign persons.

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The Company operates a wholly owned real estate investment trust (“REIT”) subsidiary, which was formed to acquire, hold and manage real estate mortgage assets, including, but not limited to residential mortgage loans and mortgage-backed securities. The income earned on these assets, net of expenses, is distributed in the form of dividends. Under current New York State tax law, 60% of the dividends received from the REIT are excluded from total taxable income.

Foreign Operations

Neither TrustCo nor the Bank engage in any operations in foreign countries or have outstanding loans to foreign debtors.

Statistical Information Analysis

The "Management's Discussion and Analysis of Financial Condition and Results of Operations" are included in TrustCo's Annual Report to Shareholders for the year ended December 31, 2009, which contains a presentation and discussion of statistical data relating to TrustCo, is hereby incorporated by reference. This information should not be construed to imply any conclusion on the part of the management of TrustCo that the results, causes, or trends indicated therein will continue in the future. The nature and effects of governmental monetary policy, supervision and regulation, future legislation, inflation and other economic conditions and many other factors which affect interest rates, investments, loans, deposits, and other aspects of TrustCo's operations are extremely complex and could make historical operations, earnings, assets, and liabilities not indicative of what may occur in the future.

Critical Accounting Policies

Pursuant to recent SEC guidance, management of the Company is encouraged to evaluate and disclose those accounting policies that are judged to be critical policies, or those most important to the portrayal of the Company’s financial condition and results of operations, and that require management’s most difficult subjective or complex judgments. Management considers the accounting policy relating to the allowance for loan losses to be a critical accounting policy given the inherent subjectivity and uncertainty in estimating the levels of the allowance required to cover credit losses in the portfolio and the material effect that such judgments can have on the results of operations. Included in Note 1 to the Consolidated Financial Statements contained in TrustCo’s Annual Report to Shareholders for the year ended December 31, 2009, is a description of this critical policy and the other significant accounting policies that are utilized by the Company in the preparation of the Consolidated Financial Statements.

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Availability of Reports

This annual report on Form 10-K and subsequently filed quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are available free of charge from our Internet site, www.trustcobank.com.

Forward-Looking Statements

Statements included in the “Management's Discussion and Analysis of Financial Condition and Results of Operations” of TrustCo's Annual Report to Shareholders for the year ended December 31, 2009 and in future filings by TrustCo with the Securities and Exchange Commission, in TrustCo's press releases, and in oral statements made with the approval of an authorized executive officer which are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The following important factors, among others, in some cases have affected and in the future could affect TrustCo's actual results and could cause TrustCo's actual financial performance to differ materially from that expressed in any forward-looking statement: (i) credit risk; (ii) interest rate risk; (iii) competition; (iv) changes in the regulatory environment; and (v) changes in local market area and general business and economic trends. The foregoing list should not be construed as exhaustive and the Company disclaims any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Item 1A. Risk Factors

The following are general risk factors affecting the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business operations. Any of these risks could materially and adversely affect our business, financial condition or results of operations. In such cases, you may lose all or part of your investment.

Recent Legislation in Response to Market and Economic Conditions May Significantly Affect Our Operations, Financial Condition, and Earnings.

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In 2009, the U.S. Department of the Treasury released a financial regulatory reform plan that would, if enacted, represent the most sweeping reform of financial regulation and financial services in decades. Members of Congress have introduced legislation of similar scope. In December 2009, the U.S. House of Representatives approved the “The Wall Street Reform and Consumer Protection Act of 2009,” which includes an annual “say on pay” mandate (requiring an advisory shareholder vote on compensation arrangement), authorization for the SEC to issue a rule granting shareholders wider access to public company proxy statements, authorize regulators to ban inappropriate or imprudently risky compensation practices and require financial firms to disclose incentive-based compensation structures.

Among the numerous recommendations and proposals included in the financial reform proposals, whether in the legislation that passed the House of Representatives or in other pending legislation, many have the potential to significantly affect the operations and prospects of the Company and the Bank. These include:

Elimination of the federal thrift charter (effectively requiring Trustco Bank to convert to a national or state commercial bank charter);

Elimination of the OTS as a separate federal regulator for the thrift industry; and

Establishing a new agency dedicated solely and specifically to consumer financial protection, including authority over the design and structure of financial products offered to the public.

The reform programs and proposals currently pending in Congress would subject us and other financial institutions to additional restrictions, regulatory oversight and compliance costs that may have an adverse impact on our business, financial condition, results of operations or the price of our common stock. The financial reform plans would substantially increase regulation of the financial services industry and impose restrictions on the operations and general ability of firms within the industry to conduct business consistent with historical practices. We cannot predict the substance or impact of pending or future legislation or regulation. Compliance with such regulations and restrictions may significantly increase our costs, impede the efficiency of our internal business processes, require us to increase our regulatory capital and limit our ability to pursue business opportunities in an efficient manner.

The current economic environment poses significant challenges for us and could adversely affect our financial condition and results of operations.

We are operating in a challenging and uncertain economic environment, including generally uncertain national and local conditions. Financial institutions continue to be affected by sharp declines in the real estate market and constrained financial markets. Dramatic declines in the housing market over the past year, with falling home prices and increasing foreclosures and unemployment, have resulted in significant write-downs of asset values by financial institutions. Continued declines in real estate values, home sales volumes and financial stress on borrowers as a result of the uncertain economic environment could have an adverse effect on our borrowers or their customers, which could adversely affect our financial condition, results of operations and ability to pay common stock dividends at the current level. A worsening of these conditions would likely exacerbate the adverse effects on the financial institutions industry. For example, a renewed national economic recession, or further deterioration in local economic conditions in our markets, could drive losses beyond that which is provided for in our allowance for loan losses. We may also face the following risks in connection with these events:

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Economic conditions that negatively affect housing prices and the job market have resulted, and may continue to result, in a deterioration in credit quality of our loan portfolio, and such deterioration in credit quality has had, and could continue to have, a negative impact on our business.

Market developments may affect consumer confidence levels and may cause adverse changes in payment patterns, causing increases in delinquencies and default rates on loans and other credit facilities.

The processes we use to estimate allowance for loan losses and reserves may no longer be reliable because they rely on complex judgments, which may no longer be capable of accurate estimation.

Our ability to assess the creditworthiness of our customers may be impaired if the approaches we use to select, manage, and underwrite our customers become less predictive of future charge-offs.

We expect to face increased regulation of our industry, and compliance with such regulation may increase our costs, limit our ability to pursue business opportunities and increase compliance challenges.

As these conditions or similar ones continue to exist or worsen, TrustCo could experience continuing or increased adverse effects on our financial condition.

There can be no assurance the recently enacted legislation will help stabilize the U.S. financial system or improve the economy.

There can be no assurance as to the actual impact that the EESA, and the programs implemented pursuant to the EESA, including the Capital Purchase Program and Temporary Liquidity Guarantee Program, will have on the financial markets. Similarly, there can be no assurance as to the effect of the ARRA on the national economy. The failure of these significant legislative measures to help stabilize the financial markets and a continuation or worsening of current financial market conditions could materially and adversely affect our business, financial condition, results of operations, access to credit or the trading price of our common shares.

The failure of EESA or ARRA to help stabilize the financial markets and assist in economic recovery and a continuation or worsening of current financial market conditions, could materially and adversely affect our business, financial condition, results of operations or the trading price of our common stock. Additionally, we expect to face increased regulation of our industry, including as a result of the EESA. Compliance with such regulation may increase our costs and limit our ability to pursue business opportunities.

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Many of the programs implemented in response to the financial crisis, including the Capital Purchase Program and the Temporary Liquidity Guarantee Program, are winding down, and the effects of the wind-down cannot be predicted.

The Company operates in a highly regulated environment and may be adversely affected by changes in laws, regulations and tax policies.

As described earlier, the Bank is subject to extensive regulation, supervision and examination by the Office of Thrift Supervision, its primary federal regulator, and by the Federal Deposit Insurance Corporation, as insurer of our deposits. In addition, the Company is subject to regulation and supervision by the Office of Thrift Supervision. Such regulation and supervision govern the activities in which an institution and its holding company may engage and are intended primarily for the protection of the insurance fund and the depositors and borrowers of the Bank rather than for holders of the Company’s common stock. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on operations, the classification of the Bank’s assets and determination of the level of allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on operations.

Likewise, the Company operates in an environment that imposes income taxes on its operations at both the federal and state levels to varying degrees. Strategies and operating routines have been implemented to minimize the impact of these taxes.

Consequently, any change in tax legislation could significantly alter the effectiveness of these strategies.

Market volatility levels have experienced significant variations over the last two years and a return to very high volatility levels could adversely affect us.

The stock and credit markets have been experiencing volatility and disruption for more than two years, with the volatility and disruption reaching unprecedented levels at times. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers’ underlying financial strength. Current volatility levels have diminished significantly from the peak, but a return to higher levels could cause the Company to experience an adverse effect, which may be material, on our ability to access capital and on our business, financial condition and results of operations.

The soundness of other financial institutions could adversely affect us.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different counterparties and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, banks, investment banks, mutual funds, and other institutional entities. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. Any such losses could be material and could materially and adversely affect our business, financial condition and results of operations.

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Certain interest rate movements may hurt earnings and asset value.

Interest rates have in recent years hit historical low levels. Since December 2008, the U.S. Federal Reserve has held its target for the federal funds rate at a range of 0.00% to 0.25%. Lower rates have helped lead to a lower cost of funds, but have also lowered the yields we earn on loans, securities and short-term investments. If and when the Federal Reserve begins raising rates, our cost of funds is likely to rise faster than the rates we earn on loans and investments, potentially causing a compression of our interest rate spread and net interest margin, which would have a negative effect on the Bank’s profitability.

Changes in interest rates also affect the value of the Bank’s interest-earning assets, and in particular the Bank’s securities portfolio. Generally, the value of fixed-rate securities fluctuates inversely with changes in interest rates. Unrealized gains and losses on securities available for sale are reported as a separate component of equity, net of tax. Decreases in the fair value of securities available for sale resulting from increases in interest rates could have an adverse effect on shareholders’ equity.

We are exposed to credit risk in our lending activities.

There are inherent risks associated with our lending and trading activities. Loans to individuals and business entities, our single largest asset group, depend for repayment on the willingness and ability of borrowers to perform as contracted. A material adverse change in the ability of a significant portion of our borrowers to meet their obligation to us, due to changes in economic conditions, interest rates, natural disaster, acts of war, or other causes over which we have no control, could adversely impact the ability of borrowers to repay outstanding loans or the value of the collateral securing these loans, and could have a material adverse impact on our earnings and financial condition.

Strong competition within the Bank’s market areas could hurt profits and slow growth.

The Bank faces intense competition both in making loans and attracting deposits. This competition has made it more difficult for the Bank to make new loans and at times has forced the Bank to offer higher deposit rates. Price competition for loans and deposits might result in the Bank earning less on loans and paying more on deposits, which would reduce net interest income. Competition also makes it more difficult to grow loans and deposits and to hire and retain experienced employees. Some of the institutions with which the Bank competes have substantially greater resources and lending limits than the Bank has and may offer services that the Bank does not provide. Management expects competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. The Bank’s profitability depends upon its continued ability to compete successfully in its market area.

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Negative events in certain geographic areas could adversely affect us.

Negative conditions in the real estate markets where collateral for our mortgage loans is located could adversely affect our borrower’s ability to repay and the value of the collateral. Real estate values are affected by various factors, including changes in general or regional economic conditions, governmental rules or policies and natural disasters such as hurricanes.

We are dependent upon the services of our management team.

We are dependent upon the ability and experience of a number of our key management personnel who have substantial experience with our operations, the financial services industry and the markets in which we offer our services. It is possible that the loss of the services of one or more of our senior executives or key managers would have an adverse effect on our operations. Our success also depends on our ability to continue to attract, manage and retain other qualified middle management personnel as we grow. We cannot assure you that we will continue to attract or retain such personnel.

Provisions in our articles of incorporation and bylaws and New York law may discourage or prevent takeover attempts, and these provisions may have the effect of reducing the market price of our stock.

Our articles of incorporation and bylaws include several provisions that may have the effect of discouraging or preventing hostile takeover attempts, and therefore, making the removal of incumbent management difficult. The provisions include staggered terms for our board of directors and requirements of supermajority votes to approve certain business transactions. In addition, New York law contains several provisions that may make it more difficult for a third party to acquire control of us without the approval of the board of directors, and may make it more difficult or expensive for a third party to acquire a majority of our outstanding stock. To the extent that these provisions are effective in discouraging or preventing takeover attempts, they may tend to reduce the market price for our stock.

Changes in accounting standards could impact reported earnings.

The accounting standard setting bodies, including the Financial Accounting Standards Board, the Securities and Exchange Commission and other regulatory bodies, periodically change financial accounting and reporting standards that govern the preparation of our consolidated statements. These changes can be hard to predict and can materially impact how the Company records and reports its financial condition and results of operations. In some cases, we could be required to apply a new or revised accounting standard retroactively, which could effect beginning of period financial statement amounts.

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Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by TrustCo in reports we file or submit under the Securities and Exchange Act of 1934 is accumulated and communicated to management, and recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

The preparation of financial statements requires the use of estimates that may vary from actual results.

Preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make significant estimates that affect the financial statements. One of our most critical estimates is the level of the allowance for loan losses. Due to the inherent nature of this estimate, we cannot provide absolute assurance that we will not significantly increase the allowance for loan losses higher than the current balance.

We rely on communications, information, operating and financial control systems, and technology from third-party service providers, and we may suffer an interruption in those systems that may result in lost business. Further, we may not be able to substitute providers on terms that are as favorable if our relationships with our existing service providers are interrupted.

We rely heavily on third-party service providers for much of our communications, information, operating and financial controls systems, and technology. Any failure or interruption or breach in security of these systems could result in failures or interruptions in our customer relationships management, general ledger, deposit, servicing and/or loan origination systems. We cannot assure you that such failures or interruptions will not occur or, if they do occur, that they will be adequately addressed by us or the third parties on which we rely. The occurrence of any failure or interruption could have a material adverse effect on our business, financial condition, results of operations and cash flows. If any of our third-party service providers experience financial, operational or technological difficulties, or if there is any other disruption in our relationships with them, we may be required to locate alternative sources of such services, and we cannot assure you that we could negotiate terms that are as favorable to us, or could obtain services with similar functionality as found in our existing systems, without the need to expend substantial resources, if at all. Any of these circumstances could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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If the business continuity and disaster recovery plans that we have in place are not adequate to continue our operations in the event of a disaster, the business disruption can adversely impact our operations.

External events, including terrorist or military actions, or an outbreak of disease, such as H1N1, or “swine flu” and resulting political and social turmoil could cause unforeseen damage to our physical facilities or could cause delays or disruptions to operational functions, including information processing and financial market settlement functions. Additionally, our customers, vendors and counterparties could suffer from such events. Should these events affect us, or our customers, or vendors or counterparties with which we conduct business, our results of operations could be adversely affected.

Item 1B Unresolved Staff Comments

None.

Item 2. Properties

TrustCo's executive offices are located at 5 Sarnowski Drive, Glenville, New York, 12302. The Company operates 132 offices, of which 23 are owned and 109 are leased from others. The asset value of these properties, when considered in the aggregate, is not material to the operation of TrustCo.

In the opinion of management, the physical properties of TrustCo and the Bank are suitable and adequate and are being fully utilized.

Item 3. Legal Proceedings

The nature of TrustCo's business generates a certain amount of litigation against TrustCo and its subsidiaries involving matters arising in the ordinary course of business. In the opinion of management of TrustCo, there are no proceedings pending to which TrustCo or any of its subsidiaries is a party, or of which its property is the subject which, if determined adversely to TrustCo or such subsidiaries, would be material in relation to TrustCo's consolidated shareholders' equity and financial condition.

Item 4. Submission of Matters to a Vote of Security Holders

None.

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Executive Officers of TrustCo

The following is a list of the names and ages of the executive officers of TrustCo and their business history for the past five years:

Name, Age and Position With Trustco	Principal Occupations Or Employment Since January 1, 2004	Year First Became Executive of TrustCo

Robert J. McCormick, Age 46, Chairman, President and Chief Executive Officer	Chairman, President and Chief Executive Officer of TrustCo since January 2009, President and Chief Executive Officer of TrustCo since January 2004, Executive Officer of TrustCo since 2001 and President and Chief Executive Officer of Trustco Bank since November 2002. Chairman of TrustCo and Trustco Bank since November 2008. Director of TrustCo and Trustco Bank since 2005. Robert J. McCormick is the son of Robert A. McCormick.	2001

Robert T. Cushing, Age 54, Executive Vice President and Chief Financial Officer	Executive Vice President and Chief Financial Officer of TrustCo since January 2004, President and Chief Executive Officer of TrustCo from November 2002 to December 2003; Executive Officer of TrustCo and Trustco Bank since 1994. Joined Trustco Bank in 1994.	1994

Scot R. Salvador, Age 43, Executive Vice President and Chief Banking Officer	Executive Vice President and Chief Banking Officer of TrustCo and Trustco Bank since January 2004. Executive Officer of TrustCo and Trustco Bank since 2004. Joined Trustco Bank in 1995.	2004

Robert M. Leonard, Age 47, Administrative Vice President and Secretary	Secretary or Assistant Secretary of TrustCo and Trustco Bank since 2003. Administrative Vice President of TrustCo and Trustco Bank since 2004. Executive Officer of TrustCo and Trustco Bank since 2003. Joined Trustco Bank in 1986.	2003

Thomas M. Poitras, Age 47, Vice President and Assistant Secretary	Secretary or Assistant Secretary of TrustCo and Trustco Bank since 2005. Vice President of Trustco Bank since 2001 and Executive Officer of TrustCo and Trustco Bank since 2005. Joined Trustco Bank in 1986.	2005

Sharon J. Parvis, Age 59, Vice President and Assistant Secretary	Assistant Secretary of TrustCo and Trustco Bank since 2005. Vice President of Trustco Bank since 1996 and Executive Officer of TrustCo and Trustco Bank since 2005. Joined Trustco Bank in 1987.	2005

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PART II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

TrustCo’s common stock is traded on The Nasdaq Stock Market, LLC under the symbol “TRST.” Information with respect to the range of high and low sales prices for TrustCo’s common stock, and with respect to the frequency and amount of cash dividends declared on the common stock, is set forth on page 1 of TrustCo's Annual Report to Shareholders for the year ended December 31, 2009. TrustCo had 14,134 shareholders of record as of February 23, 2010, and the closing price of TrustCo's common stock on that date was $6.02.

The following table provides information, as of December 31, 2009, regarding securities authorized for issuance under TrustCo’s equity compensation plans.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	3,455,173	$10.90	169,500
Equity compensation plans not approved by security holders	None	None	None
Total	3,455,173	$10.90	169,500

No purchases of shares of TrustCo’s common stock were made by or on behalf of TrustCo in the fourth quarter of the year ended December 31, 2009.

The TrustCo Annual Report to Shareholders for the year ended December 31, 2009, which is filed as Exhibit 13 hereto, contains a graph comparing the yearly percentage change in the Company’s cumulative total shareholder return on its common stock with the cumulative return of the Russell 2000 and the SNL Bank and Thrift indices. Such graph is incorporated herein by reference.

No shares were purchased through a publicly announced plan or program. Previous purchases have been made in open-market transactions to provide shares for issuance upon exercise of outstanding stock options issued by the Company and to provide shares for issuance under the Company’s dividend reinvestment plan.

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Item 6. Selected Financial Data

TrustCo's Annual Report to Shareholders for the year ended December 31, 2009, which is filed as Exhibit 13 hereto, is incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

TrustCo's Annual Report to Shareholders for the year ended December 31, 2009, which is filed as Exhibit 13 hereto, are incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

TrustCo’s Annual Report to Shareholders for the year ended December 31, 2009, which is filed as Exhibit 13 hereto, are incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

The consolidated financial statements, together with the report thereon of Crowe Horwath LLP, and the required supplementary financial data are included in TrustCo's Annual Report to Shareholders for the year ended December 31, 2009, which is filed as Exhibit 13 hereto, are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures are procedures that are designed with the objective of ensuring that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, such as this Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to satisfy the objectives for which they are designed.

Management’s Report on Internal Control over Financial Reporting, together with the report thereon of Crowe Horwath LLP is included in TrustCo’s Annual Report to Shareholders for the year ended December 31, 2009, which is filed as Exhibit 13 hereto, are incorporated herein by reference.

Subsequent to the date of Management’s evaluation there were no significant changes in the Company’s internal controls, including internal controls over financial reporting, or in other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

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Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated herein by reference to the disclosure under the headings “Information on TrustCo Directors and Nominees” and “Information on TrustCo Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance" in the Company’s Proxy Statement (Schedule 14A) for its 2010 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company’s fiscal year-end. TrustCo has adopted a code of conduct that applies to all employees, including its principal executive, financial and accounting officers. A copy of this code of conduct will be provided without charge upon written request. Requests and inquiries should be directed to: Robert M. Leonard, Administrative Vice President, TrustCo Bank Corp NY, P.O. Box 1082, Schenectady, New York 12301-1082. The required information regarding TrustCo's executive officers is contained in PART I in the item captioned "Executive Officers of TrustCo."

Under rules adopted by the SEC, TrustCo is required to disclose whether it has an “audit committee financial expert” serving on its Audit Committee. The Board has determined that none of the members of the Audit Committee meet the definition of “audit committee financial expert” as defined in those rules. The Board believes that in order to fulfill all the functions of the Board and the Audit Committee, each member of the Board and the Audit Committee should meet all the criteria that have been established by the Board for Board membership and that it is not in the best interests of the Company to nominate as a director someone who does not have all the experience, attributes and qualifications that TrustCo seeks. Further, the Board believes that the present members of the Audit Committee have sufficient knowledge and experience in financial affairs to effectively perform their duties.

TrustCo’s Audit Committee consists of six non-employee directors, each of whom has been selected for the Audit Committee by the Board based on a determination that they are fully qualified to monitor the performance of management, the public disclosures by the Company of its financial condition and performance, the Company’s internal accounting operations and our independent auditors. Members of the committee include William D. Powers (Chairman), Dennis A. DeGennaro, Joseph Lucarelli, Thomas O. Maggs, Anthony J. Marinello, M.D.,Ph.D., and William J. Purdy. The Audit Committee has the ability on its own to retain independent accountants or other consultants whenever it deems appropriate, and has, in fact, retained Marvin & Co., an independent accounting firm, as a consultant to the committee. Further, the Audit Committee receives directly or has access to extensive information from reviews and examinations by the Company's internal auditor, independent auditor and the various banking regulatory agencies having jurisdiction over the Company and its subsidiaries.

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Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated herein by reference to the Company’s Proxy Statement (Schedule 14A) for its 2010 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company’s fiscal year-end. Additional information concerning the Company’s equity compensation plan is set forth in Part II, Item 5 hereof.

Item 13. Certain Relationships, Related Transactions and Director Independence

Item 14. Principal Accountant Fees and Services

PART IV

Item 15. Exhibits, Financial Statement Schedules

The following financial statements of TrustCo and its consolidated subsidiaries, and the accountants' report thereon are filed as a part of this report.

Consolidated Statements of Condition -- December 31, 2009 and 2008.

Consolidated Statements of Income -- Years Ended December 31, 2009, 2008, and 2007.

Consolidated Statements of Changes in Shareholders' Equity -- Years Ended December 31, 2009, 2008, and 2007.

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Consolidated Statements of Cash Flows -- Years Ended December 31, 2009, 2008, and 2007.

Notes to Consolidated Financial Statements.

Financial Statement Schedules

Not Applicable. All required schedules for TrustCo and its subsidiaries have been included in the consolidated financial statements or related notes thereto.

Supplementary Financial Information

Summary of Unaudited Quarterly Financial Information for the years ended December 31, 2009 and 2008.

The following exhibits are incorporated herein by reference:*

Exhibit No.		Description [Remove any Obsolete Exhibits.]

3(i)		Amended and Restated Certificate of Incorporation of TrustCo Bank Corp NY, as amended.

3(ii)		Amended and Restated Bylaws of TrustCo Bank Corp NY, dated September 16, 2008

10(a)		Amended and Restated Trust For Deferred Benefits Provided under Employment Agreements of Trustco Bank, National Association and TrustCo Bank Corp NY, dated September 18, 2001.

10(b)		Amended and Restated Trust Under Non-Qualified Deferred Compensation Plans of Trustco Bank, National Association and TrustCo Bank Corp NY, dated September 18, 2001.

10(c)		Amended and Restated Trustco Bank and TrustCo Bank Corp NY Supplemental Retirement Plan, effective as of January 1, 2008.

10(d)		Second Amended and Restated TrustCo Bank Corp NY Performance Bonus Plan, effective as of January 1, 2008.

10(e)		Second Amended and Restated Trustco Bank Executive Officer Incentive Plan, effective as of January 1, 2008.

10(f)		Form of 2008 Amended and Restated Employment Agreement between Trustco Bank, TrustCo Bank Corp NY and Robert J. McCormick, Robert T. Cushing and Scot R. Salvador, effective as of January 1, 2008.

10(g)		Amended and Restated TrustCo Bank Corp NY 1995 Stock Option Plan, dated September 18, 2001.

Index

10(h)		Amendment No. 1 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan, dated December 20, 2005.

10(i)		Amendment No. 2 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan, dated December 28, 2005.

10(j)		Amendment No. 3 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan, effective January 1, 2008.

10(k)		Amended and Restated TrustCo Bank Corp NY Directors Stock Option Plan, dated September 18, 2001.

10(l)		Amendment No. 1 to Amended and Restated TrustCo Bank Corp NY Directors Stock Option Plan, dated December 28, 2005.

10(m)		Second Amended and Restated TrustCo Bank Corp NY Directors Performance Bonus Plan, effective as of January 1, 2008.

10(n)		Amended and Restated Trustco Bank Deferred Compensation Plan for Directors, effective as of January 1, 2008.

10(o)		Consulting Agreement Between TrustCo Bank Corp NY and Robert A. McCormick, dated October 11, 2002.

10(p)		Service Bureau Processing Agreement by and between Fidelity Information Services, Inc. and TrustCo Bank Corp NY, dated March 3, 2004.

10(q)		Master Service Agreement by and between Sungard Wealth Management Services, LLC and TrustCo Bank Corp NY dated April 1, 2004 (portions omitted pursuant to a request for confidential treatment).

10(r)		2004 TrustCo Directors Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (File No. 333-115689), filed May 20, 2004).

10(s)		Amendment No. 1 to 2004 TrustCo Bank Corp NY Directors Stock Option Plan, dated December 28, 2005.

10(t)		2004 TrustCo Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (File No. 333-115674), filed May 20, 2004).

10(u)		Amendment No. 1 to 2004 TrustCo Bank Corp NY Stock Option Plan, dated December 20, 2005.

10(v)		Amendment No. 2 to 2004 TrustCo Bank Corp NY Stock Option Plan, dated December 28, 2005.

Index

10(w)		Amendment No. 3 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan, effective as of January 1, 2008.

10(x)		Restatement of Trustco Bank Senior Incentive Plan, effective as of January 1, 2008.

10(y)		Form of Amendments to 2008 Amended and Restated Employment Agreement between Trustco Bank, TrustCo Bank Corp NY and each of Robert J. McCormick, Robert T. Cushing and Scot R. Salvador.

10(z)		Amendment No. 1 to Second Amended and Restated Trustco Bank Executive Officer Incentive Plan.

10(aa)		First Amendment to Restatement of Trustco Bank Senior Incentive Plan.

11		Computation of Net Income Per Common Share.

________________

*The exhibits included under Exhibit 10 constitute all management contracts, compensatory plans and arrangements required to be filed as an exhibit to this form pursuant to Item 15 of this report.

The following exhibits are filed herewith:

Exhibit No.		Description

13		Portions of Annual Report to Security Holders of TrustCo for the year ended December 31, 2009.

21		List of Subsidiaries of TrustCo.

23		Consent of Independent Registered Public Accounting Firm.

24		Power of Attorney.

31(i)(a)		Rule 13a-14(a)/15d-14(a) Certification of Robert J. McCormick, principal executive officer.

31(i)(b)		Rule 13a-14(a)/15d-14(a) Certification of Robert T. Cushing, principal financial officer.

32		Section 1350 Certifications of Robert J. McCormick, principal executive officer and Robert T. Cushing, principal financial officer.

Index

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: March 1, 2010	TrustCo Bank Corp NY

	By:	/s/ Robert T. Cushing
		Robert T. Cushing
		Executive Vice President and Chief Financial Officer

Index

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Name and Signature	Title	Date

/s/ Robert J. McCormick	Chairman, President and Chief Executive Officer (principal executive officer)	March 1, 2010
Robert J. McCormick

/s/ Robert T. Cushing	Executive Vice President and Chief Financial Officer (principal financial and accounting officer)	March 1, 2010
Robert T. Cushing

*	Director	March 1, 2010
Dennis A. DeGennaro

*	Director	March 1, 2010
Joseph Lucarelli

*	Director	March 1, 2010
Thomas O. Maggs

*	Director	March 1, 2010
Dr. Anthony J. Marinello

*	Director	March 1, 2010
Robert A. McCormick

*	Director	March 1, 2010
William D. Powers

*	Director	March 1, 2010
William J. Purdy

* By:	/s/ Robert M. Leonard
	Robert M. Leonard, as Agent
	Pursuant to Power of Attorney

Index

Exhibit Index

Exhibit No.		Description

3(i)		Amended and Restated Certificate of Incorporation of TrustCo Bank Corp NY, as amended, incorporated by reference to, Exhibit 3(i)a to TrustCo Bank Corp NY’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2007.

3(ii)		Amended and Restated Bylaws of TrustCo Bank Corp NY, dated September 16, 2008, incorporated by reference to Exhibit 99(a) to TrustCo Bank Corp NY’s Report on Form 8-K, filed September 16, 2008.

10(a)		Amended and Restated Trust For Deferred Benefits Provided under Employment Agreements of Trustco Bank, National Association and TrustCo Bank Corp NY, dated September 18, 2001 incorporated by reference to Exhibit 10(b) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2001.

10(b)		Amended and Restated Trust Under Non-Qualified Deferred Compensation Plans of Trustco Bank, National Association and TrustCo Bank Corp NY, dated September 18, 2001, incorporated by reference to, Exhibit 10(c) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2001.

10(c)		Amended and Restated Trustco Bank and TrustCo Bank Corp NY Supplemental Retirement Plan, effective as of January 1, 2008, incorporated by reference to Exhibit 99.6 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.

10(d)		Second Amended and Restated TrustCo Bank Corp NY Performance Bonus Plan, effective as of January 1, 2008, incorporated by reference to Exhibit 99.5 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.

10(e)		Second Amended and Restated Trustco Bank Executive Officer Incentive Plan, effective as of January 1, 2008, incorporated by reference to Exhibit 99.7 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.

10(f)		Form of 2008 Amended and Restated Employment Agreement between Trustco Bank, TrustCo Bank Corp NY and Robert J. McCormick, Robert T. Cushing and Scot R. Salvador, effective as of January 1, 2008, incorporated by reference to Exhibit 99.8 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.

10(g)		Amended and Restated TrustCo Bank Corp NY 1995 Stock Option Plan, dated September 18, 2001 incorporated by reference to, Exhibit 10(k) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2001.

Index

Exhibit Index

10(h)		Amendment No. 1 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan, dated December 20, 2005, incorporated by reference to Exhibit 10(v) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2005.

10(i)		Amendment No. 2 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan, dated December 28, 2005, incorporated by reference to Exhibit 10(w) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2005.

10(j)		Amendment No. 3 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan, effective January 1, 2008, incorporated by reference to Exhibit 99.1 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.

10(k)		Amended and Restated TrustCo Bank Corp NY Directors Stock Option Plan, dated September 18, 2001 incorporated by reference to, Exhibit 10(l) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2001.

10(l)		Amendment No. 1 to Amended and Restated TrustCo Bank Corp NY Directors Stock Option Plan, dated December 28, 2005, incorporated by reference to Exhibit 10(z) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2005.

10(m)		Second Amended and Restated TrustCo Bank Corp NY Directors Performance Bonus Plan, effective as of January 1, 2008, incorporated by reference to Exhibit 99.4 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.

10(n)		Amended and Restated Trustco Bank Deferred Compensation Plan for Directors, effective as of January 1, 2008, incorporated by reference to Exhibit 99.3 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.

10(o)		Consulting Agreement Between TrustCo Bank Corp NY and Robert A. McCormick, dated October 11, 2002 incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2002.

10(p)		Service Bureau Processing Agreement by and between Fidelity Information Services, Inc. and TrustCo Bank Corp NY dated March 3, 2004 incorporated by reference to, Exhibit 10(b) to TrustCo Bank Corp NY’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2004.

10(q)		Master Service Agreement by and between Sungard Wealth Management Services, LLC and TrustCo Bank Corp NY dated April 1, 2004 (portions omitted pursuant to a request for confidential treatment) incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2004.

Index

Exhibit Index

10(r)		2004 TrustCo Directors Stock Option Plan, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (File No. 333-115689), filed May 20, 2004.

10(s)		Amendment No. 1 to 2004 TrustCo Bank Corp NY Directors Stock Option Plan, dated December 28, 2005, incorporated by reference to Exhibit 10(aa) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2005.

10(t)		2004 TrustCo Stock Option Plan, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (File No. 333-115674), filed May 20, 2004.

10(u)		Amendment No. 1 to 2004 TrustCo Bank Corp NY Stock Option Plan, dated December 20, 2005, incorporated by reference to Exhibit 10(x) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2005.

10(v)		Amendment No. 2 to 2004 TrustCo Bank Corp NY Stock Option Plan, dated December 28, 2005, incorporated by reference to Exhibit 10(y) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2005.

10(w)		Amendment No. 3 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan, effective as of January 1, 2008, incorporated by reference to Exhibit 99.2o TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.

10(x)		Restatement of Trustco Bank Senior Incentive Plan, effective as of January 1, 2008, incorporated by reference to Exhibit 99.9 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.

10(y)		Form of Amendments to 2008 Amended and Restated Employment Agreement between Trustco Bank, TrustCo Bank Corp NY and each of Robert J. McCormick, Robert T. Cushing and Scot R. Salvador, incorporated by reference to Exhibit 99.1 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed March 17, 2009.

10(z)		Amendment No. 1 to Second Amended and Restated Trustco Bank Executive Officer Incentive Plan, incorporated by reference to Exhibit 99.1 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 18, 2009.

Index

Exhibit Index

10(aa)		First Amendment to Restatement of Trustco Bank Senior Incentive Plan, incorporated by reference to Exhibit 99.2 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 18, 2009.

11		Computation of Net Income Per Common Share. Note 11 of TrustCo’s Annual Report to Shareholders for the year ended December 31, 2009 is incorporated herein by reference.

13		Portions of Annual Report to Security Holders of TrustCo for the year ended December 31, 2009, filed herewith.

21		List of Subsidiaries of TrustCo, filed herewith.

23		Consent of Independent Registered Public Accounting Firm, filed herewith.

24		Power of Attorney, filed herewith.

31(i)(a)		Rule 13a-14(a)/15d-14(a) Certification of Robert J. McCormick, principal executive officer, filed herewith.

31(i)(b)		Rule 13a-14(a)/15d-14(a) Certification of Robert T. Cushing, principal financial officer, filed herewith.

32		Section 1350 Certifications of Robert J. McCormick, principal executive officer and Robert T. Cushing, principal financial officer, filed herewith.

Index

GRAPHICS APPENDIX

		Cross Reference to
Omitted Charts		Page of Annual Report

1	TrustCo 5 Year Chart	80

2	TrustCo 15 Year Chart	80

The charts listed above were omitted from the EDGAR version of Exhibit 13; however, the information depicted in the charts was adequately discussed and/or displayed in the tabular information within Management's Discussion and Analysis section of the Annual Report.

(dollars in thousands, except per share data)	Years ended December 31,
	2009			2008		Percent Change
Income:
Net interest income (Taxable Equivalent)	$	114,029			99,540		14.56
Net Income		28,120			34,077		(17.48	)
Per Share:
Basic earnings		0.368			0.450		(18.22	)
Diluted earnings		0.368			0.450		(18.22	)
Tangible book value		3.20			3.10		3.23
Average Balances:
Assets		3,555,981			3,421,914		3.92
Loans, net		2,203,683			2,023,548		8.90
Deposits		3,193,115			3,064,585		4.19
Shareholders' equity		239,842			238,700		0.48
Financial Ratios:
Return on average assets		0.79	%		1.00		(21.00	)
Return on average equity		11.72			14.28		(17.93	)
Consolidated tier 1 capital to:
Total average assets (leverage)		6.71			6.77		(0.89	)
Risk-adjusted assets		12.04			12.40		(2.90	)
Total capital to risk-adjusted assets		13.30			13.66		(2.64	)
Net loans charged off to average loans		0.45			0.13		246.15
Allowance for loan losses to nonperforming loans		0.82	x		1.07		(23.36	)
Efficiency ratio		55.18	%		51.37		7.42
Dividend Payout ratio		80.90			97.85		(17.32	)

Per Share information of common stock
							Tangible		Range of Stock
	Basic		Diluted		Cash		Book		Price
	Earnings		Earnings		Dividend		Value		High		Low

2009
First quarter		0.083		0.083		0.1100		3.11		9.71		4.85
Second quarter		0.070		0.070		0.0625		3.11		7.06		5.42
Third quarter		0.103		0.103		0.0625		3.19		6.66		5.54
Fourth quarter		0.111		0.111		0.0625		3.20		6.51		5.63

2008
First quarter		0.125		0.125		0.1100		3.21		10.31		8.03
Second quarter		0.112		0.112		0.1100		3.16		9.39		7.42
Third quarter		0.119		0.119		0.1100		3.17		13.25		7.03
Fourth quarter		0.094		0.094		0.1100		3.10		12.22		8.92

Financial Highlights		1
President’s Message		4
Management’s Discussion and Analysis of Financial Condition and Results of Operations		5
Average Balances, Yields and Net Interest Margins		15
Glossary of Terms		29
Management’s Report on Internal Control Over Financial Reporting		31
Reports of Independent Registered Public Accounting Firm		32
Consolidated Financial Statements and Notes		33
Branch Locations		70 - 74
Officers and Board of Directors		75 - 77
General Information		78 - 79
Share Price Information		80

MIX OF AVERAGE EARNING ASSETS

(dollars in Thousands)							2009			2008			Components of
							vs.			vs.			Total Earning Assets
	2009		2008		2007		2008			2007			2009			2008		2007
Loans, net	$	2,203,683		2,023,548	$	1,852,310		180,135			171,238			63.5	%		60.6		57.7

Trading securities:
U.S. government sponsored enterprises		13,783		259,081		428,389		(245,298	)		(169,308	)		0.4			7.8		13.3
State and political subdivisions		786		4,018		-		(3,232	)		4,018			-			0.1		-
Total trading securities		14,569		263,099		428,389		(248,530	)		(165,290	)		0.4			7.9		13.3

Securities available for sale:
U.S. Treasuries and agencies		667		1,761		227		(1,094	)		1,534			-			-		-
U.S. government sponsored enterprises		289,658		287,908		247,192		1,750			40,716			8.3			8.6		7.7
State and political subdivisions		98,875		113,014		127,359		(14,139	)		(14,345	)		2.8			3.4		4.0
Mortgage-backed securities and collateralized mortgage obligations		128,690		147,758		161,839		(19,068	)		(14,081	)		3.7			4.4		5.0
Other		21,132		9,918		12,660		11,214			(2,742	)		0.6			0.3		0.4
Total securities available for sale		539,022		560,359		549,277		(21,337	)		11,082			15.5			16.8		17.1

Held-to-maturity securities:
U.S. government sponsored enterprises		269,832		77,484		9,096		192,348			68,388			7.8			2.3		0.3
Mortgage-backed securities		162,527		-		-		162,527			-			4.7			-		-
Corporate bonds		70,247		26,899		-		43,348			26,899			2.0			0.8		-
Total held-to-maturity securities		502,606		104,383		9,096		398,223			95,287			14.5			3.1		0.3

Federal funds sold and other short-term investments		209,881		388,230		372,965		(178,349	)		15,265			6.0			11.6		11.6

Total earning assets	$	3,469,761		3,339,619		3,212,037		130,142			127,582			100.0	%		100.0		100.0

LOAN PORTFOLIO

(dollars in thousands)						As of December 31,
						2009					2008					2007
						Amount		Percent			Amount		Percent			Amount		Percent
Commercial						$	275,280		12.1	%	$	285,785		13.2	%	$	252,189		13.0	%
Real estate - construction							16,162		0.7			24,784		1.1			37,842		2.0
Real estate - mortgage							1,707,951		74.8			1,596,054		73.8			1,409,448		72.8
Home equity lines of credit							277,306		12.2			250,849		11.6			229,570		11.9
Installment loans							4,837		0.2			5,866		0.3			5,865		0.3

Total loans							2,281,536		100.0	%		2,163,338		100.0	%		1,934,914		100.0	%
Less: Allowance for loan losses							37,591					36,149					34,651

Net loans (1)						$	2,243,945				$	2,127,189				$	1,900,263

	Average Balances
	2009						2008		2007					2006					2005
	Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent
Commercial	$	281,254		12.8	%	$	267,047		13.2	%	$	253,506		13.7	%	$	221,527		13.7	%	$	192,378		14.4	%
Real estate - construction		16,121		0.7			31,650		1.6			29,692		1.6			21,784		1.4			18,893		1.4
Real estate - mortgage		1,636,833		74.3			1,486,529		73.4			1,327,461		71.7			1,144,378		71.1			922,875		69.1
Home equity lines of credit		264,754		12.0			232,927		11.5			235,904		12.7			218,297		13.5			192,819		14.4
Installment loans		4,721		0.2			5,395		0.3			5,747		0.3			5,369		0.3			9,934		0.7

Total loans		2,203,683		100.0	%		2,023,548		100.0	%		1,852,310		100.0	%		1,611,355		100.0	%		1,336,899		100.0	%

Less: Allowance for loan losses		36,521					34,833					34,939					35,538					47,653

Net loans (1)	$	2,167,162				$	1,988,715				$	1,817,371				$	1,575,817				$	1,289,246

MATURITIES AND SENSITIVITIES OF LOANS TO CHANGE IN INTEREST RATES

(dollars in thousands)	December 31, 2009
			After 1 Year
	In 1 Year		But Within		After
	or Less		5 Years		5 Years		Total
Commercial	$	94,458		98,901		81,921		275,280
Real estate construction		16,162		-		-		16,162

Total		110,620		98,901		81,921		291,442

Predetermined rates		51,208		98,901		81,921		232,030
Floating rates		59,412		-		-		59,412

Total	$	110,620		98,901		81,921		291,442

INVESTMENT SECURITIES

(dollars in thousands)	As of December 31,

	2009				2008				2007

	Amortized		Fair		Amortized		Fair		Amortized		Fair
	Cost (1)		Value		Cost (1)		Value		Cost (1)		Value
Trading securities:
U. S. government sponsored enterprises	$	-		-		115,273		115,273		465,151		465,151
State and political subdivisions		-		-		1,053		1,053		-		-
Total trading securities		-		-		116,326		116,326		465,151		465,151
Securities available for sale:
U. S. government sponsored enterprises		528,665		523,483		424,514		426,078		289,035		289,690
State and political subdivisions		90,664		93,215		102,587		105,137		125,219		129,271
Mortgage backed securities and collateralized mortgage obligations		104,760		104,901		141,579		137,918		154,337		148,858
Corporate bonds		81,989		81,445		-		-		-		-
Other		650		650		650		650		650		648
Total debt securities available for sale		806,728		803,694		669,330		669,783		569,241		568,467
Equity securities		6,632		6,671		6,178		6,219		10,909		10,425
Total securities available for sale		813,360		810,365		675,508		676,002		580,150		578,892
Held to maturity securities:
U. S. government sponsored enterprises		99,251		99,179		214,851		215,776		15,000		15,175
Mortgage backed securities		196,379		198,600		-		-		-		-
Corporate bonds		79,241		81,783		49,838		49,365		-		-
Total held to maturity securities		374,871		379,562		264,689		265,141		15,000		15,175
Total investment securities	$	1,188,231		1,189,927		1,056,523		1,057,469		1,060,301		1,059,218

SECURITIES PORTFOLIO MATURITY DISTRIBUTION AND YIELD



(dollars in thousands)	As of December 31, 2009
	Maturing:
	Maturing:
				After 1		After 5
	Within			But Within		But Within		After
	1 Year			5 Years		10 Years		10 Years		Total

Securities available for sale:
U. S. government sponsored enterprises
Amortized cost	$	1,301			188,478		338,886		-		528,665
Fair Value		1,302			188,423		333,758		-		523,483
Weighted average yield		0.91	%		2.25		3.24		-		2.88
State and political subdivisions
Amortized cost	$	17,162			15,387		4,578		53,537		90,664
Fair Value		17,385			15,977		4,701		55,152		93,215
Weighted average yield		3.22	%		3.58		5.02		4.82		4.31
Mortgage-backed securities and collateralized mortgage obligations
Amortized cost	$	16,451			55,246		29,391		3,672		104,760
Fair Value		16,784			56,045		28,327		3,745		104,901
Weighted average yield		4.77	%		4.80		4.52		5.63		4.75
Corporate bonds
Amortized cost	$	514			8,838		72,637		-		81,989
Fair Value		511			8,844		72,090		-		81,445
Weighted average yield		2.82	%		4.02		5.12		-		4.99
Other
Amortized cost		-			650		-		-		650
Fair Value		-			650		-		-		650
Weighted average yield		-	%		2.92		-		-		2.92
Total securities available for sale
Amortized cost	$	35,428			268,599		445,492		57,209		806,728
Fair Value		35,982			269,939		438,876		58,897		803,694
Weighted average yield		3.85	%		2.91		2.98		4.87		3.50

Held to maturity securities:
U. S. government sponsored enterprises
Amortized cost	$	-			79,129		20,122		-		99,251
Fair Value		-			79,149		20,030		-		99,179
Weighted average yield		-	%		2.17		3.71		-		2.48
Mortgage-backed securities
Amortized cost	$	-			186,396		9,983		-		196,379
Fair Value		-			188,811		9,789		-		198,600
Weighted average yield		-	%		4.31		3.99		-		4.29
Corporate bonds
Amortized cost	$	9,996			59,361		9,884		-		79,241
Fair Value		10,024			61,340		10,419		-		81,783
Weighted average yield		4.25	%		4.37		6.19		-		4.58
Total held to maturity securities
Amortized cost	$	9,996			324,886		39,989		-		374,871
Fair Value		10,024			329,300		40,238		-		379,562
Weighted average yield		4.25	%		3.80		4.39		-		3.87

SECURITIES PORTFOLIO MATURITY AND CALL DATE DISTRIBUTION

Debt securities available for sale:

(dollars in thousands)	As of December 31, 2009
	Based on				Based on
	Final Maturity				Call Date
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
Within 1 year	$	35,428		35,982		552,850		548,062
1 to 5 years		268,599		269,939		142,733		145,863
5 to 10 years		445,492		438,876		103,954		102,391
After 10 years		57,209		58,897		7,191		7,378
Total debt securities available for sale	$	806,728		803,694		806,728		803,694

MIX OF AVERAGE SOURCES OF FUNDING
(dollars in Thousands)							2009			2008			Components of
							vs.			vs.			Total Funding
	2009		2008		2007		2008			2007			2009			2008		2007
Demand deposits	$	260,827		257,452		253,703		3,375			3,749			7.9	%		8.1		8.3
Retail deposits
Savings		641,377		612,247		639,915		29,130			(27,668	)		19.5			19.4		21.0
Time deposits under $100 thousand		1,118,811		1,156,355		1,066,809		(37,544	)		89,546			33.8			36.6		35.1
Interest bearing checking accounts		364,638		301,976		281,276		62,662			20,700			11.1			9.5		9.3
Money market deposits		330,111		310,468		340,001		19,643			(29,533	)		10.0			9.8		11.2
Total retail deposits		2,454,937		2,381,046		2,328,001		73,891			53,045			74.4			75.3		76.6
Total core deposits		2,715,764		2,638,498		2,581,704		77,266			56,794			82.3			83.4		84.9
Time deposits over $100 thousand		477,351		426,087		363,938		51,264			62,149			14.5			13.5		12.0
Short-term borrowings		104,033		97,472		95,101		6,561			2,371			3.2			3.1		3.1
Long-term debt		-		12		42		(12	)		(30	)		-			-		-
Total purchased liabilities		581,384		523,571		459,081		57,813			64,490			17.7			16.6		15.1
Total sources of funding	$	3,297,148		3,162,069		3,040,785		135,079			121,284			100.0			100.0		100.0

AVERAGE DEPOSITS BY TYPE OF DEPOSITOR
(dollars in thousands)	Years Ended December 31,
	2009		2008		2007		2006		2005
Individuals, Partnerships and corporations	$	3,175,136		3,047,460		2,930,448		2,609,596		2,485,922
U.S. Government		2		9		14		19		72
States and political subdivisions		1,036		1,618		1,542		4,585		4,875
Other (certified and official checks, etc.)		16,941		15,498		13,638		14,138		15,098
Total average deposits by type of depositor	$	3,193,115		3,064,585		2,945,642		2,628,338		2,505,967

MATURITY OF TIME DEPOSITS OVER $100 THOUSAND
(dollars in thousands)
	As of December 31, 2009

Under 3 months	$	225,689
3 to 6 months		61,144
6 to 12 months		173,255
Over 12 months		26,102

Total	$	486,190

VOLUME AND YIELD ANALYSIS
(dollars in thousands)	2009 vs. 2008									2008 vs. 2007
	Increase			Due to			Due to			Increase			Due to			Due to
	(Decrease)			Volume			Rate			(Decrease)			Volume			Rate
Interest income (TE):
Federal funds sold and other short-term investments	$	(6,582	)		(3,026	)		(3,556	)		(10,095	)		743			(10,838	)
Trading securities (taxable)		(9,060	)		(7,614	)		(1,446	)		(12,932	)		(7,264	)		(5,668	)
Securities available for sale:
Taxable		(6,046	)		(59	)		(5,987	)		(603	)		1,247			(1,850	)
Tax-exempt		(1,209	)		(914	)		(295	)		(1,110	)		(960	)		(150	)
Total securities available for sale		(7,255	)		(973	)		(6,282	)		(1,713	)		287			(2,000	)
Held to maturity securities (taxable)		10,775			11,480			(705	)		3,113			2,864			249
Loans, net		2,006			10,359			(8,353	)		2,735			10,546			(7,811	)
Total interest income		(10,116	)		10,226			(20,342	)		(18,892	)		7,176			(26,068	)

Interest expense:
Interest bearing checking accounts		(49	)		145			(194	)		(113	)		52			(165	)
Savings		(950	)		186			(1,136	)		(4,961	)		(375	)		(4,586	)
Time deposits and money markets		(23,343	)		870			(24,213	)		(12,103	)		5,497			(17,600	)
Short-term borrowings		(262	)		129			(391	)		(1,750	)		90			(1,840	)
Long-term debt		(1	)		(1	)		-			(1	)		(1	)		-
Total interest expense		(24,605	)		1,329			(25,934	)		(18,928	)		5,263			(24,191	)
Net interest income (TE)	$	14,489			8,897			5,592			36			1,913			(1,877	)

NONPERFORMING ASSETS
(dollars in thousands)	As of December 31,
	2009			2008		2007		2006		2005
Loans in nonaccrual status	$	45,632			32,700		12,065		5,713		1,662
Loans contractually past due 3 payments or more and still accruing interest		-			594		19		211		35
Restructured loans		400			598		640		1,189		1,518
Total nonperforming loans		46,032			33,892		12,724		7,113		3,215
Foreclosed real estate		9,019			1,832		293		92		23
Total nonperforming assets	$	55,051			35,724		13,017		7,205		3,238
Allowance for loan losses	$	37,591			36,149		34,651		35,616		45,377
Allowance coverage of nonperforming loans		0.82	x		1.07		2.72		5.01		14.11
Nonperforming loans as a % of total loans		2.02	%		1.57		0.66		0.40		0.22
Nonperforming assets as a % of total assets		1.50			1.02		0.39		0.23		0.11

SUMMARY OF LOAN LOSS EXPERIENCE
(dollars in thousands)	2009			2008		2007		2006			2005
Amount of loans outstanding at end of year (less unearned income)	$	2,281,536			2,163,338		1,934,914		1,762,514			1,470,719
Average loans outstanding during year (less average unearned income)		2,203,683			2,023,548		1,852,310		1,611,355			1,336,899
Balance of allowance at beginning of year		36,149			34,651		35,616		45,377			49,384
Adjustment upon adoption of Staff Accounting Bulletin No. 108		-			-		-		(7,600	)		-
Loans charged off:
Commercial		1,850			339		2,465		19			656
Real estate		8,997			4,226		2,454		1,863			1,561
Installment		166			313		787		235			247
Total		11,013			4,878		5,706		2,117			2,464

Recoveries of loans previously charged off:
Commercial		259			541		77		599			440
Real estate		831			1,518		2,056		2,767			4,121
Installment		55			117		108		165			156
Total		1,145			2,176		2,241		3,531			4,717
Net loans charged off (recovered)		9,868			2,702		3,465		(1,414	)		(2,253	)
Provision (credit) for loan losses		11,310			4,200		2,500		(3,575	)		(6,260	)
Balance of allowance at end of year	$	37,591			36,149		34,651		35,616			45,377
Net charge offs (recoveries) as a percent of average loans outstanding during year (less average unearned income)		0.45	%		0.13		0.19		(0.09	)		(0.17	)
Allowance as a percent of loans outstanding at end of year		1.65			1.67		1.79		2.02			3.09

	Estimated Percentage of
	Fair value of Capital to
As of December 31, 2009	Fair value of Assets
+300 BP		12.10	%
+200 BP		13.30
+100 BP		14.72
Current rates		15.65
-100 BP		14.84

INTEREST RATE SENSITIVITY
(dollars in thousands)							At December 31, 2009
							Repricing in:
		0-90			91-365			1-5		over 5			Rate
	days			days			years			years			Insensitive		Total
Total assets	$	578,175			382,812			1,508,397			1,091,661			118,852		3,679,897
Cumulative total assets	$	578,175			960,987			2,469,384			3,561,045			3,679,897
Total liabilities and shareholders' equity	$	863,836			955,059			1,099,515			494,478			267,009		3,679,897
Cumulative total liabilities and shareholders' equity	$	863,836			1,818,895			2,918,410			3,412,888			3,679,897
Cumulative interest sensitivity gap	$	(285,661	)		(857,908	)		(449,026	)		148,157
Cumulative gap as a % of interest earning assets for the period		(49.4	%)		(89.3	%)		(18.2	%)		4.2	%
Cumulative interest sensitive assets to liabilities		66.9	%		52.8	%		84.6	%		104.3	%

NONINTEREST INCOME
(dollars in thousands)	For the year ended December 31,							2009 vs. 2008
	2009			2008		2007		Amount			Percent
Trust department income	$	5,070			5,529		5,743		(459	)		-8.3	%
Fees for services to customers		10,460			10,746		9,498		(286	)		-2.7	%
Net trading gains (losses)		(350	)		155		891		(505	)		-325.8	%
Net gain on securities transactions		1,848			450		217		1,398			310.7	%
Other		2,236			1,560		1,413		676			43.3	%
Total noninterest income	$	19,264			18,440		17,762		824			4.5	%

NONINTEREST EXPENSE
(dollars in thousands)	For the year ended December 31,							2009 vs. 2008
	2009		2008		2007			Amount			Percent
Salaries and employee benefits	$	26,951		23,376		20,268			3,575			15.3	%
Net occupancy expense		14,054		12,212		10,164			1,842			15.1	%
Equipment expense		5,094		4,304		3,369			790			18.4	%
Professional services		5,311		4,450		4,152			861			19.3	%
Outsourced services		5,639		5,130		4,309			509			9.9	%
Advertising expense		2,958		2,351		2,343			607			25.8	%
Insurance expense		7,719		1,722		1,265			5,997			348.3	%
Other real estate expense (income), net		2,507		160		(11	)		2,347			1466.9	%
Other		6,348		7,089		7,734			(741	)		-10.5	%
Total noninterest expense	$	76,581		60,794		53,593			15,787			26.0	%

(dollars in thousands)	Payments Due by Period:
	Less Than			1-3		3-5	More than
	1 Year		Years		Years		5 Years		Total

Operating leases	$	6,135		11,868		11,083		53,718		82,804

FIVE YEAR SUMMARY OF FINANCIAL DATA
(dollars in thousands, except per share data)	Years Ended December 31,
	2009			2008			2007			2006			2005
Statement of income data:
Interest income	$	161,360			170,919			189,418			169,207			150,174
Interest expense		49,451			74,056			92,984			70,940			45,657
Net interest income		111,909			96,863			96,434			98,267			104,517
Provision (credit) for loan losses		11,310			4,200			2,500			(3,575	)		(6,260	)
Net interest income after provision for loan losses		100,599			92,663			93,934			101,842			110,777
Noninterest income		17,766			17,835			16,654			15,455			19,290
Net trading gains (losses)		(350	)		155			891			-			-
Net gain (loss) on securities transactions		1,848			450			217			(596	)		5,999
Noninterest expense		76,581			60,794			53,593			49,062			46,232
Income before income taxes		43,282			50,309			58,103			67,639			89,834
Income taxes		15,162			16,232			18,636			22,314			30,845
Net income	$	28,120			34,077			39,467			45,325			58,989
Share data:
Average equivalent diluted shares (in thousands)		76,482			75,793			75,202			75,149			75,397
Tangible book value	$	3.20			3.10			3.14			3.19			3.05
Cash dividends		0.298			0.440			0.640			0.640			0.610
Basic earnings		0.368			0.450			0.525			0.605			0.787
Diluted earnings		0.368			0.450			0.525			0.603			0.782
Financial:
Return on average assets		0.79	%		1.00			1.20			1.52			2.07
Return on average shareholders' equity		11.72			14.28			16.93			19.68			26.04
Cash dividend payout ratio		80.90			97.85			121.79			105.70			77.46
Tier 1 capital to average assets (leverage ratio)		6.71			6.77			6.82			7.67			8.04
Tier 1 capital as a % of total risk adjusted assets		12.04			12.40			13.53			14.88			16.58
Total capital as a % of total risk adjusted assets		13.30			13.66			14.79			16.14			17.85
Efficiency ratio		55.18			51.37			45.45			42.03			38.29
Net interest margin		3.27			2.98			3.10			3.50			3.90
Average balances:
Total assets	$	3,555,981			3,421,914			3,297,881			2,973,952			2,844,974
Earning assets		3,469,761			3,339,619			3,212,037			2,900,253			2,767,214
Loans, net		2,203,683			2,023,548			1,852,310			1,611,355			1,336,899
Allowance for loan losses		(36,521	)		(34,833	)		(34,939	)		(35,538	)		(47,653	)
Trading securities		14,569			263,099			428,389			-			-
Securities available for sale		539,022			560,359			549,277			1,108,631			1,024,184
Held to maturity securities		502,606			104,383			9,096			-			-
Deposits		3,193,115			3,064,585			2,945,642			2,628,338			2,505,967
Short-term borrowings		104,033			97,472			95,101			95,239			83,381
Long-term debt		-			12			42			72			99
Shareholders' equity		239,842			238,700			233,158			230,259			226,571

Consolidated Statements of Income


(dollars in thousands, except per share data)	Years Ended December 31,
	2009			2008		2007

Interest and dividend income:
Interest and fees on loans	$	125,199			123,202		120,461
Interest and dividends on securities available for sale:
U. S. Treasuries and agencies and government sponsored enterprises		7,825			13,497		13,183
States and political subdivisions		4,275			4,969		5,698
Mortgage-backed securities and collateralized mortgage obligations		5,976			6,886		7,553
Other		1,039			483		684
Total interest and dividends on securities available for sale		19,115			25,835		27,118


Interest on trading securities:
U. S. government sponsored enterprises		405			9,376		22,432
States and political subdivisions		23			81		-
Total interest on trading securities		428			9,457		22,432


Interest on held to maturity securities:
U. S. government sponsored enterprises		6,468			2,401		542
Mortgage-backed securities		4,815			-		-
Corporate bonds		3,147			1,253		-
Total interest on held to maturity securities		14,430			3,654		542


Interest on federal funds sold and other short-term investments		2,188			8,771		18,865
Total interest income		161,360			170,919		189,418

Interest expense:
Interest on deposits		47,743			72,084		89,261
Interest on short-term borrowings		1,708			1,971		3,721
Interest on long-term debt		-			1		2
Total interest expense		49,451			74,056		92,984

Net interest income		111,909			96,863		96,434
Provision for loan losses		11,310			4,200		2,500
Net interest income after provision for loan losses		100,599			92,663		93,934

Noninterest income:
Trust department income		5,070			5,529		5,743
Fees for services to customers		10,460			10,746		9,498
Net trading gains (losses)		(350	)		155		891
Net gain on securities transactions		1,848			450		217
Other		2,236			1,560		1,413
Total noninterest income		19,264			18,440		17,762

Noninterest expense:
Salaries and employee benefits		26,951			23,376		20,268
Net occupancy expense		14,054			12,212		10,164
Equipment expense		5,094			4,304		3,369
Professional services		5,311			4,450		4,152
Outsourced services		5,639			5,130		4,309
Advertising expense		2,958			2,351		2,343
Insurance expense		7,719			1,722		1,265
Other real estate expense (income), net		2,507			160		(11	)
Other		6,348			7,089		7,734
Total noninterest expense		76,581			60,794		53,593

Income before income taxes		43,282			50,309		58,103
Income taxes		15,162			16,232		18,636
Net income	$	28,120			34,077		39,467

Earnings per share:
Basic	$	0.368			0.450		0.525
Diluted	$	0.368			0.450		0.525

Consolidated Statements of Condition


(dollars in thousands, except per share data)	As of December 31,
	2009			2008

ASSETS

Cash and due from banks	$	45,258			41,924
Federal funds sold and other short term investments		100,636			207,680
Total cash and cash equivalents		145,894			249,604
Trading securities		-			116,326
Securities available for sale		810,365			676,002
Held to maturity securities ($379,562 and $265,141 fair value at December 31, 2009 and 2008, respectively)		374,871			264,689
Loans, net		2,281,536			2,163,338
Less: Allowance for loan losses		37,591			36,149
Net loans		2,243,945			2,127,189
Bank premises and equipment		37,793			35,156
Other assets		67,029			37,847

Total assets	$	3,679,897			3,506,813

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Demand	$	258,759			249,887
Savings		665,463			609,444
Interest-bearing checking accounts		405,383			331,144
Money market deposit accounts		393,779			285,829
Certificates of deposit (in denominations of $100,000 or more)		486,190			456,583
Other time accounts		1,095,586			1,203,384
Total deposits		3,305,160			3,136,271
Short-term borrowings		107,728			109,592
Accrued expenses and other liabilities		21,331			24,926
Total liabilities		3,434,219			3,270,789

Commitments and contingent liabilities (Note 10)

SHAREHOLDERS' EQUITY:

Capital stock; $1 par value. 150,000,000 shares authorized, 83,166,423 shares issued at December 31, 2009 and 2008, respectively		83,166			83,166
Surplus		128,681			130,142
Undivided profits		99,190			93,818
Accumulated other comprehensive loss, net of tax		(1,282	)		(1,441	)
Treasury stock; 6,514,994 and 7,082,494 shares, at cost, at December 31, 2009 and 2008, respectively		(64,077	)		(69,661	)
Total shareholders' equity		245,678			236,024
Total liabilities and shareholders' equity	$	3,679,897			3,506,813

Consolidated Statements of Changes in Shareholders' Equity


(dollars in thousands, except per share data)
									Accumulated
									Other
									Comprehensive
	Capital					Undivided			Income			Comprehensive			Treasury
	Stock		Surplus			Profits			(Loss)			Income (Loss)			Stock			Total

Beginning balance, January 1, 2007		82,150		119,313			110,304			(2,928	)					(69,316	)		239,523
Adjustment to initially apply ASC 825, net of tax		-		-			(8,606	)		8,606						-			-
Comprehensive income:
Net Income - 2007		-		-			39,467			-			39,467			-			39,467
Other comprehensive income, net of tax:
Change in overfunded position in pension and post retirement benefit plans arising during the year, net of tax (pre-tax overfunded of $1,673)		-		-			-			-			1,005			-			-
Amortization of prior service cost on pension and post retirement plans, net of tax (pre-tax of $484)		-		-			-			-			(291	)		-			-
Unrealized net holding gain on securities available-for-sale arising during the period, net of tax (pre-tax gain of $1,610)		-		-			-			-			969			-			-
Reclassification adjustment for net gain realized in net income during the year (pre-tax gain $217)		-		-			-			-			(131	)		-			-
Other comprehensive income		-		-			-			1,552			1,552			-			1,552
Comprehensive income													41,019
Cash dividend declared, $.640 per share		-		-			(48,066	)		-						-			(48,066	)
Stock options exercised and related tax benefits		223		1,893			-			-						-			2,116
Treasury stock purchased (569,348 shares)		-		-			-			-						(5,908	)		(5,908	)
Sale of treasury stock (798,501 shares)		-		669			-			-						7,629			8,298
Stock based compensation expense		-		86			-			-						-			86
Ending balance, December 31, 2007		82,373		121,961			93,099			7,230						(67,595	)		237,068
Comprehensive income:
Net Income - 2008		-		-			34,077			-			34,077			-			34,077
Other comprehensive loss, net of tax:
Change in overfunded position in pension and post retirement benefit plans arising during the year, net of tax (pre-tax underfunded of $15,773)		-		-			-			-			(9,484	)		-			-
Amortization of prior service cost on pension and post retirement plans, net of tax (pre-tax of $403)		-		-			-			-			(241	)		-			-
Unrealized net holding gain on securities available-for-sale arising during the period, net of tax (pre-tax gain of $2,202)		-		-			-			-			1,325			-			-
Reclassification adjustment for net gain realized in net income during the year (pre-tax gain $450)		-		-			-			-			(271	)		-			-
Other comprehensive loss		-		-			-			(8,671	)		(8,671	)		-			(8,671	)
Comprehensive income													25,406
Cash dividend declared, $.440 per share		-		-			(33,358	)		-						-			(33,358	)
Stock options exercised and related tax benefits		793		8,115			-			-						-			8,908
Treasury stock purchased (670,957 shares)		-		-			-			-						(8,164	)		(8,164	)
Sale of treasury stock (635,760 shares)		-		(127	)		-			-						6,098			5,971
Stock based compensation expense		-		193			-			-						-			193
Ending balance, December 31, 2008	$	83,166		130,142			93,818			(1,441	)					(69,661	)		236,024
Comprehensive income:
Net Income - 2009		-		-			28,120			-			28,120			-			28,120
Other comprehensive loss, net of tax:
Change in overfunded position in pension and post retirement benefit plans arising during the year, net of tax (pre-tax overfunded of $3,792)		-		-			-			-			2,280			-			-
Amortization of prior service cost on pension and post retirement plans, net of tax (pre-tax of $38)		-		-			-			-			(23	)		-			-
Unrealized net holding loss on securities available-for-sale arising during the period, net of tax (pre-tax loss of $1,641)		-		-			-			-			(984	)		-			-
Reclassification adjustment for net gain realized in net income during the year (pre-tax gain $1,848)		-		-			-			-			(1,114	)		-			-
Other comprehensive loss		-		-			-			159			159			-			159
Comprehensive income													28,279
Cash dividend declared, $.2975 per share		-		-			(22,748	)		-						-			(22,748	)
Sale of treasury stock (567,500 shares)		-		(1,675	)		-			-						5,584			3,909
Stock based compensation expense		-		214			-			-						-			214
Ending balance, December 31, 2009	$	83,166		128,681			99,190			(1,282	)					(64,077	)		245,678

Consolidated Statements of Cash Flows

(dollars in thousands)
	Years Ended December 31,
	2009			2008			2007


Cash flows from operating activities:
Net income	$	28,120		$	34,077			39,467
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,502			3,775			3,116
Loss (gain) on sale of other real estate owned		664			(224	)		(165	)
Provision for loan losses		11,310			4,200			2,500
Deferred tax (benefit) expense		2,154			(1,660	)		1,782
Stock based compensation expense		214			193			86
Net (gain) loss on sale of bank premises and equipment		(48	)		6			-
Net gain on sale of securities available for sale		(1,848	)		(450	)		(217	)
Proceeds from sales and calls of trading securities		24,936			360,829			577,906
Purchases of trading securities		-			(336,914	)		(915,255	)
Proceeds from maturities of trading securities		91,040			325,065			375,334
Net trading (loss) gain		350			(155	)		(891	)
Decrease (increase) in taxes receivable		2,146			(2,928	)		20,087
Decrease in interest receivable		1,838			1,445			3,110
(Decrease) increase in interest payable		(1,288	)		(748	)		596
(Increase) decrease in other assets		(23,287	)		593			1,879
Increase in accrued expenses and other liabilities		1,271			1,421			625
Total adjustments		113,954			354,448			70,493
Net cash provided by operating activities		142,074			388,525			109,960
Cash flows from investing activities:
Proceeds from sales and calls of securities available for sale		747,444			270,698			99,978
Purchases of securities available for sale		(891,298	)		(375,353	)		(198,034	)
Proceeds from maturities of securities available for sale		651,151			9,739			66,799
Proceeds from calls of held to maturity securities		7,740			96,500			10,000
Purchases of held to maturity securities		(761,224	)		(346,180	)		(25,000	)
Net increase in loans		(141,613	)		(233,890	)		(176,202	)
Proceeds from dispositions of other real estate owned		4,499			1,399			302
Proceeds from dispositions of bank premises and equipment		175			10			-
Purchases of bank premises and equipment		(7,266	)		(9,754	)		(8,259	)
Net cash used in investing activities		(390,392	)		(586,831	)		(230,416	)
Cash flows from financing activities:
Net increase in deposits		168,889			115,973			220,915
Net (decrease) increase in short-term borrowings		(1,864	)		17,372			(3,287	)
Repayment of long-term debt		-			(29	)		(30	)
Proceeds from exercise of stock options and related tax benefits		-			8,908			2,116
Proceeds from sales of treasury stock		3,909			5,971			8,298
Purchase of treasury stock		-			(8,164	)		(5,908	)
Dividends paid		(26,326	)		(37,041	)		(48,066	)
Net cash provided by financing activities		144,608			102,990			174,038
Net (decrease) increase in cash and cash equivalents		(103,710	)		(95,316	)		53,582
Cash and cash equivalents at beginning of period		249,604			344,920			291,338
Cash and cash equivalents at end of period	$	145,894		$	249,604			344,920

Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest paid	$	50,739		$	74,804		92,388
Income taxes paid (refunded)		14,667			18,573		(1,512	)
Non cash investing and financing activites:
Transfer of loans to real estate owned		13,547			2,764		337
Decrease in dividends payable		(3,578	)		(3,683	)	-
Change in unrealized loss on securities available for sale - gross of deferred taxes (excluding $14,313 unrealized (gain) loss transferred to undivided profits in 2007 from adoption of ASC 825), net of reclassification adjustment		(3,490	)		1,753		1,393
Change in deferred tax effect on unrealized gain (loss) on securities available for sale, net of reclassification adjustment		1,392			(699	)	(555	)
Amortization of prior service cost on pension and post retirement plans, gross of deferred taxes		(38	)		(403	)	(484	)
Change in deferred tax effect of amortization of prior service cost		15			162		193
Securities available for sale transferred to trading securities		-			-		516,558
Cumulative effect of the adoption of ASC 825-net of deferred taxes ($14,313 gross of deferred taxes)		-			-		8,606
Change in overfunded portion of ASC 715 - gross		3,792			(15,773	)	1,673
Deferred tax effect of change in overfunded portion of ASC 715		(1,512	)		6,289		(668	)

The fair value of trading securities is as follows:
	December 31,
(dollars in thousands)	2009		2008
U.S. government sponsored enterprises	$	-		115,273
State and political subdivisions		-		1,053
Total trading securities	$	-		116,326

(dollars in thousands)	December 31, 2009
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value

U.S. government sponsored enterprises	$	528,665		787		5,969		523,483
State and political subdivisions		90,664		2,587		36		93,215
Mortgage backed securities and collateralized mortgage obligations - residential		104,760		1,609		1,468		104,901
Corporate bonds		81,989		135		679		81,445
Other		650		-		-		650
Total debt securities		806,728		5,118		8,152		803,694
Equity securities		6,632		39		-		6,671
Total securities available for sale	$	813,360		5,157		8,152		810,365

	December 31, 2008
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
U.S. government sponsored enterprises	$	424,514		1,564		-		426,078
State and political subdivisions		102,587		2,894		344		105,137
Mortgage backed securities and collateralized mortgage obligations - residential		141,579		711		4,372		137,918
Other		650		-		-		650
Total debt securities		669,330		5,169		4,716		669,783
Equity securities		6,178		41		-		6,219
Total securities available for sale	$	675,508		5,210		4,716		676,002

					December 31, 2008
	Less than				12 months
	12 months				or more				Total
			Gross				Gross				Gross
	Fair		Unreal.		Fair		Unreal.		Fair		Unreal.
	Value		Loss		Value		Loss		Value		Loss

State and political subdivisions	$	9,962		287		637		57		10,599		344
Mortgage backed securities and collateralized mortgage obligations - residential		17,518		253		84,491		4,119		102,009		4,372
Total	$	27,480		540		85,128		4,176		112,608		4,716

(dollars in thousands)
Under 1 year	$	1,469,181
1 to 2 years		73,728
2 to 3 years		14,431
3 to 4 years		13,424
4 to 5 years		10,333
Over 5 years		679
	$	1,581,776

	For the years ended
	December 31,
	2009			2008			2007
Statutory federal income tax rate		35.0	%		35.0			35.0
Increase/(decrease) in taxes resulting from:
Tax exempt income		(3.3	)		(3.2	)		(3.0	)
State income tax (including alternative minimum tax),net of federal tax benefit		2.0			1.6			0.2
Previously unrecognized tax benefit		-			(1.1	)		-
Other items		0.3			-			(0.1	)
Effective income tax rate		34.0	%		32.3			32.1

(dollars in thousands)


Balance January 1, 2008	$	4,023

Amount paid to taxing authorities and amount reducing tax expense for the twelve-month period ended December 31, 2008		(3,145	)

Balance December 31, 2008		878

Reserve for amended tax returns filed in 2009 for tax deductions not received		231

Balance December 31, 2009	$	1,109

Change in Projected Benefit Obligation:	December 31,
(dollars in thousands)	2009			2008
Projected benefit obligation at beginning of year	$	26,505			25,297
Service cost		52			49
Interest cost		1,525			1,467
Benefits paid		(1,695	)		(1,576	)
Assumption changes		613			-
Net actuarial loss (gain)		(336	)		1,268
Projected benefit obligation at end of year	$	26,664			26,505

Change in Plan Assets and
Reconciliation of Funded (Unfunded) Status:	December 31,
(dollars in thousands)	2009			2008
Fair Value of plan assets at beginning of year	$	22,122			31,614
Actual (loss) gain on plan assets		3,745			(7,916	)
Company contributions		4,500			-
Benefits paid		(1,695	)		(1,576	)
Fair value of plan assets at end of year		28,672			22,122

(Unfunded) funded status at end of year	$	2,007			(4,383	)