Exhibit 10(b)

      

       

      

      

      
        

      

       

      2020 Equity Awards

        

      

      
        
          


      

      
      2020

       

      Restricted Stock Unit Award Agreement

       under the

      TrustCo Bank Corp NY 2019 Equity Incentive Plan

      

      

      This Restricted Stock Unit Award Agreement (this “Agreement”) under the TrustCo Bank Corp NY 2019 Equity Incentive Plan (the “Plan”), dated as of the Grant Date set forth below, is made between TrustCo Bank Corp NY (the “Company”) and the Participant set forth below.

       

      The Award granted in this Agreement is contingent on the Participant agreeing to be bound by all of the terms and conditions of
        the Plan and this Agreement by signing and returning this Agreement to the Company on or before the close of business on the second business day after November 17, 2020 (that is, November 19, 2020).  If the Participant fails to return a signed copy
        of this Agreement to the Company on or before such date, this Award will be deemed to be voided and withdrawn and, as such, of no force or effect.

       

      1. Grant. Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant an award (the “Award”) of the
          number of Restricted Stock Units set forth in paragraph 2. Each Restricted Stock Unit shall represent the right to receive upon settlement an amount of cash equal
        to the Fair Market Value of one share of Common Stock.

       

      2. Award Summary

       

      
        	 	
                Participant

              	 	 
	 	
                Grant Date

              	 	
                November 17, 2020

              
	 	
                Number of Restricted Stock Units:

              	 	 
	 	
                Period of Restriction (Lapse Date):

              	 	 
	 	
                November 17, 2021

              	 	 
	 	
                November 17, 2022

              	 	 
	 	
                November 17, 2023

              	 	 


      

       

      

      With respect to outstanding unvested Awards under the Plan granted pursuant hereto, there shall be no automatic vesting of such Awards solely upon
        a Change-in-Control.  The payment of awards shall otherwise be governed by the terms of the Plan.

       

      3. Period of Restriction. The Award of Restricted Stock Units described in this Agreement shall be subject to the Period of
          Restriction as set forth in Paragraph 2; for purposes of this Agreement, “Period of Restriction” means the period of time after which the Award shall be deemed “vested”
          and settled in cash as provided in the Plan and this Agreement. The Restricted Stock Units awarded hereunder, and all rights with respect to
          such Restricted Stock Units, may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated.

       

      
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      4. Rights
            as a Shareholder. The Participant shall have no voting rights, and no rights to dividends or other distributions, with respect to any
            Restricted Stock Units

       

      5. Separation from Service.

       

      (a) In the event of Participant’s Separation from Service because of death or Disability during the Period of Restriction, the Period of Restriction applicable to the Restricted Stock Units shall automatically terminate (that is, the Restricted
          Stock Units shall “vest”) upon such Separation from Service.

       

      (b) In the event of a Participant’s Separation from Service during the Period of Restriction for any reason other than those set forth in Paragraph 5(a) above, then any
          Restricted Stock Units still subject to the Period of Restriction at the date of such Separation from Service automatically shall be forfeited and returned to the Company.

       

      6. Settlement




            of Restricted Stock Units. Subject to the other provisions of the Plan, after the Lapse Date of the Period of Restriction as set forth in Paragraph 2, such Restricted Stock Units shall be settled as
          follows:

       

      (a) Normal Settlement. Except in the event of (i) a Participant’s Separation from Service during the Period of Restriction because of
          death or Disability or (ii) a Change-in-Control that occurs prior to the Lapse Date, the Restricted Stock Units shall be settled in cash no later than the 60th day after the Lapse Date. On such
          date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the aggregate value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on the Lapse Date.

       

      (b) Settlement after Death or Disability. In the event of a Participant’s Separation from Service during the Period of Restriction
          because of death or Disability, the Restricted Stock Units shall be settled in cash no later than the 60th day after the date of Separation from Service. On such date, the Company shall pay to the
          Participant, in a lump sum, a cash amount equal to the value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on date of Separation from Service.

       

      (c) Settlement




            upon Qualified Change-in-Control. Subject to the other provisions of the Plan, including without limitation Section 15 thereof, in the event of a Qualified
          Change-in-Control, the Restricted Stock Units shall be settled in accordance with the provisions of the Plan. 

       

      (d) Tax
            Withholding. The Company shall deduct or withhold from any payment under this Agreement an amount sufficient to satisfy Federal,
            state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement and the Plan.

       

      
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      7. No Right
            to Continued Employment. Neither the Award nor any terms contained in this Agreement shall confer upon the Participant any express or implied right to be retained in the employment or service of the
          Company or any affiliate for any period, nor restrict in any way the right of the Company, which right is hereby expressly reserved, to terminate the Participant’s employment or service at any time with or without Cause. The Participant
          acknowledges and agrees that any termination of the restrictions on the Restricted Stock Units awarded herein is earned only by continuing as an employee of the Company or an affiliate at the will of the Company or such affiliate, or satisfaction
          of any other applicable terms and conditions contained in the Plan and this Agreement, and not through the act of being hired or being granted the Award.

       

      8. The Plan. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such regulations as may from time to time be adopted by the Committee. Unless defined
          herein, capitalized terms are as defined in the Plan. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. A
          copy of the Plan and the prospectus shall be provided to the Participant upon the Participant’s request to the Company at TrustCo Bank Corp NY, 5 Sarnowski Drive, Glenville, New York 12302, Attention: Secretary.

       

      9. Compliance
            with Laws and Regulations. The award of Restricted Stock Units shall be subject in all respects to all applicable federal and state laws, rules and regulations and any registration, qualification, approvals or other requirements
        imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable.

       

      10. Notices. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered by hand or electronically by e-mail to the party for whom it is intended, (i) if to the Participant,
          to the current home address or e-mail address on file with the Company or delivered by hand personally to Participant and (ii) if to the Company, to the address of the Company’s corporate headquarters, currently located at 5 Sarnowski Drive,
          Glenville, New York 12302, or such other address to which the Company has moved its corporate headquarters, to such other address that the Company may specify from time to time in a notice sent to the Participant, in each case Attention: Human
          Resource Department.

       

      11. Other
            Plans. The Participant acknowledges that any income derived from the Restricted Stock Units shall not affect the Participant’s
            participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any affiliate of the Company.

       

      12. Recovery




            of Incentive Compensation. This Award of Restricted Stock Units and any cash or other compensation received by Participant pursuant to
            this award that constitutes incentive-based compensation may be subject to recovery by the Company under any compensation recovery, recoupment or clawback policy that the Company may adopt from time to time, including without limitation
          any policy that the Company may be required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the U.S. Securities and
          Exchange Commission thereunder or the requirements of any national securities exchange on which the Stock may be listed. Participant shall promptly return any such incentive-based compensation that the Company determines it is required to recover
          from Participant under any such policy.

       

      
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      13. Beneficiary
            Designation. The Participant may, pursuant to the Plan, name one or more beneficiaries to whom vested benefits under this Agreement shall be paid in case of Participant’s death before Participant receives all of such benefits. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her estate.

       

      14. Governing




            Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the choice of
          law principles thereof, except to the extent superseded by applicable United States federal law. Participants hereby agrees to the exclusive jurisdiction and venue of the federal or state courts of New York, to resolve any and all issues that may
          arise out of or relate to the Plan or any related Award Agreement.

       

      	

            	

            	
              TrustCo Bank Corp NY

            
	

            	

            	

            
	

            	
              By:

            	 	

            
	

            	

            	
              Robert J. McCormick

            
	

            	

            	
              
                Chairman, President and CEO

              

            


      

      

      	
              Accepted and agreed to:

            	

            
	 	

            
	 	

            
	
              Name: [Officer]

            	

            
	 	

            
	
              Date: November 17, 2020

            	

            


      

      

      

      

      
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