Exhibit 10(b)

                                 AMENDMENT NO. 2
                                       TO
                              SECOND RESTATEMENT OF
                    TRUSTCO BANK SUPPLEMENTAL RETIREMENT PLAN

      WHEREAS, Trustco Bank, National Association, a national bank duly
organized and existing under the laws of the United States (hereinafter referred
to as the "Corporation") maintains the Trustco Bank Supplemental Retirement Plan
(hereinafter referred to as the "Plan"); and WHEREAS, the Corporation desires to
amend said Plan effective as of January 1, 2002, unless otherwise indicated;

     NOW, THEREFORE,  the Corporation does hereby amend the Plan effective
as of
January 1, 2002, unless otherwise indicated, so that it will read as
follows:

                                       I.

      The following new Section 3.7 is hereby added after Section 3.6 of the
Plan:

      "SECTION 3.7. Limitation on Supplemental Account Balance. (a)
Not-withstanding the above, the Supplemental Account Balance on any Valuation
Date on or after December 31, 2001 shall not exceed seven million dollars (not
including the interest credits provided in Section 3.7(b)), less the Actuarial
Equivalent of the amount of any previous distribution under Section 4.3 or 4.4.

      (b) After the Monthly Allocation Date on which the Supplemental Account
Balance is limited as provided in Section 3.7(a), it shall be increased as of
each subsequent Valuation Date by an amount equal to interest on the
Supplemental Account Balance as of the preceding Valuation Date (adjusted for
any distributions made to the Participant in accordance with Section 4.4 since
the immediately preceding Valuation Date) at 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 immediately 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 Retirement Plan), prorated for periods of less
than one year."


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                                       II.

      Throughout the Plan, 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 Retirement Plan)"

      IN WITNESS WHEREOF, the Corporation has caused this Amendment No. 2 to be
executed by its duly authorized officer this 15th day of May, 2001.

 ATTEST:
                                        TRUSTCO BANK, NATIONAL ASSOCIATION

/s/ William M. McCartan                 By:/s/ Henry C. Collins
________________________                   _____________________________________
Willaim M. McCartan,                       Henry C. Collins,
Assistant Secretary                        Secretary


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