[COHOES BANCORP, INC. LOGO] [HUDSON RIVER BANCORP, INC. LOGO]
Dear Shareholders, Customers, Future Customers and Friends:
Cohoes Bancorp and Hudson River Bancorp are strongly committed to our
merger of equals.
We are concerned that our shareholders and the public are being misled and
deceived.
We can't possibly address everything in one communication, so let's get to
the heart of the matter.
MYTH REALITY
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1. TrustCo wants to buy our banks. 1. We believe TrustCo wants to
sabotage our merger in order to
prevent increased competition in
this community.
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2. Our banks are for sale. 2. We are not selling our banks
separately, especially not at the
inadequate prices suggested by
TrustCo. It is our belief that our
combined franchise is worth far
more together than either of us is
worth independently.
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3. Our shareholders would financially 3. TrustCo stock has been declining or
benefit from TrustCo's takeover. stagnant for over 18 months. It was
valued at $15.00/share as of
December 31, 1998. It was valued at
$11.94/share on July 11, 2000. We
believe that the TrustCo stock is
still over-valued, and that there
are several conditions to TrustCo's
offers which will not be satisfied.
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4. Competition would be enhanced by a 4. A TrustCo takeover would stifle
TrustCo takeover of our banks. competition among community banks
in the Capital Region and allow
TrustCo to charge higher fees.
TrustCo has not successfully acquired another bank in the Capital Region in more
than nine years, the hottest period of bank merger activity in recent memory.
Four years ago they failed to complete a takeover of another bank. HERE THEY GO
AGAIN.
We urge everyone to become as informed as possible about the facts. Please call
us if you would like more information.
Yours truly,
/s/ Harry L. Robinson /s/ Carl A. Florio
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Harry L. Robinson Carl A. Florio
President and CEO President and CEO
Cohoes Bancorp Hudson River Bancorp
(518) 233-6565 (518) 828-4600
This letter may contain forward- Hudson River has filed a
looking statements within the meaning Registration Statement on Form S-4
of the Private Securities Litigation concerning the merger with the United
Reform Act of 1995 that involve risk States Securities and Exchange
and uncertainty. It should be noted Commission which includes the joint
that a variety of factors could cause merger proxy statement/prospectus
the combined company's actual results being provided to shareholders. In
and experience to differ materially addition, Hudson River and Cohoes
from the anticipated results or each intend to file a Solicitation/
expectations expressed in the Recommendation statement with the
combined company's forward-looking United States Securities and Exchange
statements. Commission in response to the Tender
Offer Statement to be filed by
The risks and uncertainties that TrustCo Bank Corp NY. WE URGE
may affect the operations, INVESTORS TO READ THESE DOCUMENTS
performance, development, growth BECAUSE THEY CONTAIN IMPORTANT
projections and results of the INFORMATION. Investors are currently
combined company's business include, able to obtain the Form S-4
but are not limited to, the growth of Registration Statement and will be
the economy, interest rate movements, able to obtain the Solicitation/
timely development by the combined Recommendation Statement of each
company of technology enhancements company when filed, free of charge at
for its products and operating the SEC's website, www.sec.gov. In
systems, the impact of competitive addition, documents filed with the
products, services and pricing, SEC by Cohoes are available free of
customer based requirements, charge from the Secretary of Cohoes
Congressional legislation, at 75 Remsen Street, Cohoes, New
acquisition cost savings and revenue York 12047, telephone (518)
enhancements and similar matters. 233-6500. Documents filed with the
Readers are cautioned not to place SEC by Hudson River are available
undue reliance on forward-looking free of charge from the Secretary of
statements which are subject to Hudson River at One Hudson City
influence by the named risk factors Centre, Hudson, New York 12534,
and unanticipated future events. telephone (518) 828-4600.
Actual results, accordingly, may
differ materially from management Cohoes and Hudson River and their
expectations. respective directors and executive
officers may be deemed to be
Cohoes and Hudson River do not participants in the solicitation of
undertake, and specifically disclaim, proxies to approve the Merger.
any obligation to publicly release INFORMATION ABOUT THE PARTICIPANTS
the results of any revisions which MAY BE OBTAINED THROUGH THE SEC'S
may be made to any forward-looking WEBSITE FROM THE S-4 REGISTRATION
statements to reflect the occurrence STATEMENT FILED WITH THE UNITED
of anticipated or unanticipated STATES SECURITIES AND EXCHANGE
events or circumstances after the COMMISSION ON JUNE 26, 2000, as
date of such statements. amended.
