Security

Type

Security Class Title

Fee

Calculation

or Carry

Forward

Rule

Amount

Registered

(1)(2)

Proposed

Maximum

Offering

Price Per

Unit (3)

Maximum

Aggregate

Offering Price

(3)

Fee Rate

Amount of

Registration

Fee

Carry

Forward

Form Type

Carry

Forward

File

Number

Carry

Forward

Initial

Effective

Date

Filing Fee

Previously

Paid in

Connection

with

Unsold

Securities

to Be

Carried

Forward

Newly Registered Securities

Fees to Be Paid

Equity

Common stock, par value $1.00 per share

Rule 457(c)

1,334,908

28.355

$37,851,316.34

0.0001102

$4,171.22

Fees Previously Paid

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Carry Forward Securities

Carry Forward Securities

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Total Offering Amounts

$4,171.22

Total Fees Previously Paid

Total Fee Offsets

Net Fee Due

$4,171.22

(1)

This registration statement on Form S-3 (this “Registration Statement”) registers the issuance of an additional 1,585,946 shares of common stock, par value $1.00 per share (the “Common Stock”), of TrustCo Bank Corp NY (the “Registrant”), which are issuable pursuant to the TrustCo Bank Corp NY Dividend Reinvestment and Stock Purchase Plan.

(2)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares of the registrant’s common stock being registered hereunder includes such indeterminate number of additional shares of common stock as may become issuable as a result of any stock splits, stock dividends or similar transactions.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low prices of the Registrant’s common stock reported on the NASDAQ Global Select Market as of a date (May 17, 2023) within five business date prior to filing this Registration Statement.