COHOES BANCORP shareholders
defeat TrustCo's hostile bid!
[GRAPHIC OF PROXY CARD]
--------------------------------------------------------------------------------
REVOCABLE PROXY Please mark ------
your vote as | X |
indicated in | |
COHOES BANCORP, INC. this example ------
SPECIAL MEETING OF SHAREHOLDERS
August 17, 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 Thursday, August 17, 2000, at the
Century House, located at 997 New Loudon Road, Latham, New York at 3:00 p.m.,
local time, and at any and all adjournments and postponements thereof, as
follows:
<TABLE>
<S> <C>
FOR AGAINST ABSTAIN YES NO
------ ------ ------ I plan to attend the Cohoes Special ------ ------
The adoption of an Agreement and | X | | | | | Meeting. | | | |
Plan of Merger between Cohoes and | | | | | | | | | |
Hudson River Bancorp, Inc., dated ------ ------ ------ ------ ------
April 25, 2000. |
|
|
---------
The Board of Directors recommends a vote | "FOR" | adoption In their discretion, the proxies are
of the Merger Agreement. --------- authorized to vote on any other business that
may properly come before the Meeting or any
adjournment or postponement thereof.
</TABLE>
--------------------------------------------------------------------------------
Vote FOR our merger
with HUDSON RIVER BANCORP.
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.
