REVOCABLE PROXY
COHOES BANCORP, INC.
SPECIAL MEETING OF SHAREHOLDERS
August ___, 2000
The undersigned hereby appoints the Board of Directors of Cohoes
Bancorp, Inc. ("Cohoes"), and its successors, with full power of substitution,
to act as attorneys and proxies for the undersigned to vote all shares of common
stock of Cohoes which the undersigned is entitled to vote at Cohoes' Special
Meeting of Shareholders (the "Meeting"), to be held on ________day, August ___,
2000, at the Century House, located at 997 New Loudon Road, Latham, New York at
___:____ __.m., local time, and at any and all adjournments and postponements
thereof, as follows:
The adoption of an Agreement and Plan of Merger between Cohoes and
Hudson River Bancorp, Inc., dated April 25, 2000.
FOR ______ AGAINST ______ ABSTAIN ______
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.
The Board of Directors recommends a vote
"FOR" adoption of the Merger Agreement.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR ADOPTION OF THE MERGER AGREEMENT. IF ANY OTHER BUSINESS
IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The shareholder may revoke this proxy may be revoked at any time before
it is voted by: (1) filing with the Secretary of Cohoes at or before the Meeting
a written notice of revocation bearing a later date than this proxy; (2) duly
executing a subsequent proxy relating to the same shares and delivering it to
the Secretary of Cohoes at or before the Meeting; or (3) attending the Meeting
and voting in person (although attendance at the Meeting will not in and of
itself constitute revocation of this proxy). If this proxy is properly revoked
as described above, then the power of the attorneys and proxies shall be deemed
terminated and of no further force and effect.
The undersigned acknowledges receipt from Cohoes, prior to the
execution of this proxy, of Notice of the Meeting and a Joint Proxy
Statement/Prospectus.
Dated: ________________________
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PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
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SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears above on
this card. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer
please give your full title. If shares are held
jointly, each holder should sign.
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PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE
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