Exhibit 10(d)
                                 AMENDMENT NO. 4
                                       TO
             RESTATED AGREEMENT FOR SUPPLEMENTAL RETIREMENT BENEFITS
                             FOR ROBERT A. McCORMICK

      WHEREAS, TrustCo Bank Corp NY, a New York corporation (hereinafter
referred to as "TrustCo"), Trustco Bank, National Association, a national bank
duly organized and existing under the laws of the United States (hereinafter
referred to as the "Corporation"), and Robert A. McCormick (hereinafter referred
to as the "Executive") entered into a Restated Agreement for Supplemental
Retirement Benefits, dated as of January 1, 1994 (hereinafter referred to as the
"Agreement"); and WHEREAS, TrustCo, the Corporation and the Executive desire to
amend the Agreement, effective as of December 31, 2001, to correct and clarify
the formula for actuarially calculating the Executive's projected benefit at
normal retirement date.

      NOW, THEREFORE, the Agreement is hereby amended, effective as of December
31, 2001, so that it will read as follows:

                                       I.

      Section 2.4 of the Agreement is hereby deleted in its entirety and the
following is substituted in lieu thereof:

      "Section 2.4 Determination of Supplemental Account Balance after Normal
      Retirement Date. If the Executive remains in the employment of the
      Corporation beyond his Normal Retirement Date, his Account Balance
      Increment for each Determination Year subsequent to his Normal Retirement
      Date shall be equal to an interest credit equal to the Supplemental
      Account Balance on the prior Valuation Date multiplied by the interest
      rate on 30-year Treasury securities as specified by the Commissioner of
      the Internal Revenue Service for the month of November of the calendar
      year preceding the calendar year of the determination (or such other
      interest rate as may be then applied for purposes of determining the
      amount of a lump sum distribution, as specified in Section 1.3C of the
      Trustco Retirement Plan)."

                                       II.

      Throughout the Agreement, the following parenthetical phrase is added
after the phrase "the interest rate on 30-year Treasury securities as specified
by the Commissioner of the Internal Revenue Service for the month of November of
the calendar year preceding the calendar year of the determination:"

      "(or such other interest rate as may be then applied for purposes of
      determining the amount of a lump sum distribution, as specified in Section
      1.3C of the Trustco Retirement Plan)"


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      IN WITNESS WHEREOF, TrustCo, the Corporation and the Executive have caused
this Amendment No. 4 to be executed by its duly authorized officer this 15th day
of May, 2001.

TRUSTCO BANK CORP NY

ATTEST:
                                                 By:/s/ Henry C. Collins
                                                    ___________________________
                                                    Henry C. Collins, Secretary

                                              TRUSTCO BANK, NATIONAL ASSOCIATION
/s/ William M. McCartan
________________________________________
William M. McCartan, Assistant Secretary

                                                 By:/s/ Henry C. Collins
                                                    ___________________________
                                                    Henry C. Collins,
                                                    Secretary

                                                EXECUTIVE

                                                /S/Robert A. McCormick
                                                ______________________
                                                Robert A. McCormick

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