REVOCABLE PROXY
HUDSON RIVER BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
August ___, 2000
The undersigned hereby appoints the Board of Directors of Hudson River
Bancorp, Inc. (the "Company"), 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 the Company which the undersigned is entitled to vote
at the Annual Meeting of Shareholders (the "Meeting"), to be held on August ___,
2000, at the St. Charles Hotel and Restaurant located at 16 Park Place, Hudson,
New York at 3:00 p.m., local time, and at any and all adjournments thereof, as
follows:
I. The adoption of an Agreement and Plan of Merger between Cohoes
Bancorp, Inc. and the Company, dated April 25, 2000 and the
approval of the issuance of shares of the Company's common
stock in the merger.
FOR ______ AGAINST ______ ABSTAIN _______
II. The approval of an amendment to the Hudson River 1998 Stock
Option and Incentive Plan and Hudson River 1998 Recognition
and Retention Plan, respectively, to increase the number of
shares of Hudson River common stock reserved for issuance
thereunder from 1,785,375 to 1,930,241 in the case of the
Hudson River 1998 Stock Option and Incentive Plan and from
714,150 to 918,324 in the case of the Hudson River 1998
Recognition and Retention Plan.
FOR ______ AGAINST ______ ABSTAIN _______
III. The election of the following directors for the terms specified:
FOR ______ WITHHELD ______
Marilyn A. Herrington
Joseph H. Giaquinto
Stanley Bardwell, M.D.
IV. The ratification of the appointment of KPMG LLP as independent
auditors of the Company for the fiscal year ending March 31,
2001
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 thereof.
The Board of Directors recommends a vote "FOR" the listed proposals.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS LISTED ABOVE. 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 at any time before it is voted
by: (1) filing with the Corporate Secretary of the Company at or before the
Meeting a written notice of revocation bearing a later date than the proxy; (2)
duly executing a subsequent proxy relating to the same shares and delivering it
to the Corporate Secretary of the Company 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 a 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 the Company, 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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