AMENDMENT NO. 1 AMENDED AND RESTATED 1995 TRUSTCO BANK CORP NY STOCK OPTION PLAN

                                                                Exhibit 10(v)


                               AMENDMENT NO. 1

                AMENDED AND RESTATED 1995 TRUSTCO BANK CORP NY

                              STOCK OPTION PLAN

     WHEREAS, TrustCo Bank Corp NY (the "Company") previously established the
Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan ("Plan")
and;

     NOW, THEREFORE, TrustCo Bank Corp NY does, effective as of January 1,
2005, amend the Plan as follows:


                                       I.

     Paragraph 4 of Section 8 of the Plan is deleted in its entirety and
replaced with the following:

     4.    Acceleration and the immediate right to exercise options in full
          will occur upon a Change in Control of the Company, which is
          defined to include any one or more the following:

          (a)   any individual, corporation (other than TrustCo Bank Corp NY
               or Trustco Bank hereinafter collectively referred to as the
                "Companies"), partnership, trust, association, pool,
               syndicate, or any other entity or group of persons acting in
               concert becomes the beneficial owner, as that concept is
               defined in Rule 13d-3 promulgated by the Securities and
               Exchange Commission under the Securities Exchange Act of 1934,
               of securities of either of the Companies possessing 20% or
               more of the voting power for the election of directors of
                either of the Companies; or

          (b)   there shall be consummated any consolidation, merger or other
               business combination involving either of the Companies or the
               securities of either of the Companies in which holders of
               voting securities immediately prior to such consummation own,
               as a group, immediately after such consummation, voting
               securities of either of the Companies (or, if either of the
               Companies does not survive such transaction, voting securities
               of the entity or entities surviving such transaction) having
               60% or less of the total voting power in an election of
               directors of either of the Companies (or such other surviving
               entity or entities); or

          (c)   during any period of two consecutive years, individuals who at
               the beginning of such period constitute the directors of
               either of the Companies cease for any reason to constitute at
               least a


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               majority thereof unless the election, or nominatio