FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
TRUSTCO
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Bank
Corp NY
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Exhibit
99
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FIRST
AMENDMENT TO
AMENDED
AND RESTATED
WHEREAS,
TrustCo Bank Corp NY, a New York corporation (hereinafter referred to as
“TrustCo”), Trustco Bank, a savings bank duly organized and existing under the
laws of the United States (hereinafter referred to as the “Bank”) (hereinafter
collectively with TrustCo referred to as the “Companies”) entered into an
Amended and Restated Employment Agreement, effective as of December 31, 2001
(hereinafter referred to as the “Agreement”) with ______________________
(hereinafter referred to as the “Executive”); and
WHEREAS,
the Companies and the Executive desire to amend the Agreement in its entirety,
effective as of March 1, 2008;
NOW,
THEREFORE, the Agreement is hereby amended, effective as of March 1, 2008, as
provided below:
1. Subsection
(b) of Section 6 is deleted in its entirety and replaced with the
following:
(b) Upon
termination of the Executive’s employment due to retirement (defined as the
earliest retirement date applicable to the Executive under the Retirement Plan
of Trustco Bank), disability (as defined herein), or death, the Companies shall,
for the longer of the life of the Executive or the life of the Executive’s
spouse, provide, at no charge or premium, to the Executive and/or Executive’s
family (which shall include the Executive’s spouse and the Executive’s children
for so long as the children meet the status requirements as set forth by the
medical and health insurance providers) the medical and health insurance
benefits (including dental and prescription drug benefits) substantially similar
to those which Executive and Executive’s family were receiving immediately prior
to Executive’s termination by the Companies under the Companies’ medical
insurance plan and Executive Medical Reimbursement Plan, provided, however, that
the combined benefits shall not be less than the maximum available as of the
date hereof, and shall not be modified without the Executive’s or the
Executive’s spouse’s (in the event Executive is deceased)
consent. The Companies shall provide to the Executive the life
insurance provided to similarly situated retirees by the Companies under the
Companies’ insurance plan. The obligations of the Companies pursuant
to this subsection (b) shall survive the termination of this
Agreement. For purposes of this Agreement, the term “Disability”
means a mental or physical condition which (i) in the opinion of a physician
mutually agreed upon by the boards of directors of the Companies and the
Executive, will prevent the Executive from carrying out the material job
responsibilities or duties to which the Executive was assigned at the time
disability was incurred, and (ii) is expected to last for an indefinite duration
or a duration of more than six months.
2. Except
as expressly herein changed, the Agreement remains in full force and effect as
originally written.
IN
WITNESS WHEREOF, TrustCo, the Bank and the Executive have caused this Amendment
to the Amended and Restated Employment Agreement to be executed as of this ____
day of __________, 2008.
ATTEST:
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TRUSTCO
BANK CORP NY
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By:
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Secretary
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ATTEST
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TRUSTCO
BANK
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By:
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Secretary
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AGREEMENT OF EXECUTIVE | ||
[name
of executive]
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