HUDSON RIVER BANCORP INC
425, 2000-08-14
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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LETTER TO THE EDITOR

     The  letter  from Mr.  David E.  Levow  (August  10,  2000  "Charges  ad is
misleading")  merits some  clarification for your readers and for Mr. Levow. His
letter to the editor noted his  exception to the use of the pro forma book value
per share,  presented in recent advertisements  promoting the proposed merger of
Hudson River Bancorp, Inc. ("Hudson") and Cohoes Bancorp, Inc. ("Cohoes"),  as a
viable comparative ratio.

     The use of book value per share is a commonly accepted ratio when comparing
the relative worth of companies. It is inclusive of both the total dollar amount
of shareholder equity and the number of outstanding shares at any point in time.
The resulting ratio is consistently used by market analysts,  investment bankers
and by management to evaluate the value to  shareholders  and the performance of
the  company's   stock  in  the  market   compared  to  other  publicly   traded
institutions.  In fact,  Mr. Levow had noted in his letter the most recent price
to book value ratios of Hudson,  Cohoes and TrustCo  indicating that he does, in
fact,  recognize  the  importance  of the ratio in  comparing  the values of the
companies.  He indicates that both Hudson and Cohoes are trading at levels below
its  current  book value  while  TrustCo is  trading at a  significantly  higher
multiple.  This would  provide  evidence to conclude  that  shareholders  of the
combined  Hudson/Cohoes  merger  would have a much greater  upside  potential in
appreciation of the stock value since TrustCo is so significantly overvalued.

     Management of both Hudson and Cohoes fully  understand the  significance of
all financial measures of performance and all of the relevant measures have been
taken into  consideration  in  proposing to combine the two  organizations.  Our
recent  advertisements  promoting the Hudson/Cohoes merger represent our efforts
to  inform  our  shareholders,  not  misinform  them,  of the  potential  of our
combination.  We believe that the combination of Hudson and Cohoes  represents a
golden  opportunity  to  not  only  become  a  leader  amongst  local  financial
institutions but more importantly to enhance our shareholders value (measured by
earnings per share, price to book value or book value per share).

Carl A. Florio, CPA
President & CEO
Hudson River Bancorp, Inc.


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