[GRAPHIC OMITTED: The photographs from three previous Hudson River / Cohoes
advertisements in favor of the merger; from left to right,
the "All Aboard?" ad, the "Win, Place, or Show?" ad and the
"Full Bag, Empty Bag" ad.]
Why You SHOULD Vote FOR our Merger!
Dear valued shareholder:
We've published several ads to outline, as clearly as possible, why it's in your
best financial interest to vote FOR our merger. Because some of you may be
voting over the next few days, we want to summarize key points from our ads to
make sure you make the right decision.
o We are combining forces to create a strong franchise with
great potential for growth, INCREASED EARNINGS AND INCREASED
SHAREHOLDER VALUE FAR GREATER THAN TRUSTCO'S OFFER.
o Cohoes-Hudson River will have the capital and the earnings to
continue stock repurchases, increase cash dividends, AND
CREATE TREMENDOUS VALUE FOR ALL SHAREHOLDERS.
o TrustCo is trying to scuttle our merger and convince you to
sell to them through an offer which is LOADED WITH CONDITIONS,
SOME OF WHICH CAN NOT BE MET.
o They would pay for YOUR STOCK with shares of their OVERvalued
stock.
o TrustCo stock has declined over 15% since December 31,1998 and
is still selling at nearly 400% of "book value". WE BELIEVE
TRUSTCO STOCK HAS SIGNIFICANT DOWNSIDE RISK. TrustCo's pro
forma earnings would decrease by 14% according to its
prospectus, WHICH COULD ALSO CAUSE THEIR STOCK PRICE TO
DECLINE.
o If you have a strategy of selling your TrustCo shares after
you get them, keep in mind that many others may have the same
strategy. THE SELLING PRESSURE OF MANY SHAREHOLDERS DUMPING
THEIR TRUSTCO SHARES ALL AT ONCE WILL, WE THINK, SIGNIFICANTLY
REDUCE THE VALUE OF THOSE SHARES.
--------------------------------------------------------------------------------
| Here's how to handle the mail you've been receiving asking |
| you to vote on our merger: |
| |
| 1. Vote FOR our merger on our WHITE proxy card. |
| |
| 2. Throw away any gold, green, or blue proxy cards you receive. |
--------------------------------------------------------------------------------
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
---------------------------------- ---------------------------------
Harry L. Robinson, President & CEO Carl A. Florio, President & CEO
(518) 233-6565 (518) 828-4600
[LOGO OF COHOES BANCORP, INC.] [LOGO OF HUDSON RIVER BANCORP, INC.]
This letter may contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 that involve risk and
uncertainty. It should be noted that a variety of factors could cause the
combined company(1)s actual results and experience to differ materially from the
anticipated results or expectations expressed in the forward-looking statements.
The risks and uncertainties that may affect the operations,
performance, development, growth projections and results of the combined
company(1)s business include, but are not limited to, the growth of the economy,
interest rate movements, timely development by the combined company of
technology enhancements for its products and operating systems, the impact of
competitive products, services and pricing, customer based requirements,
Congressional legislation, acquisition cost savings and revenue enhancements and
similar matters. Readers are cautioned not to place undue reliance on
forward-looking statements which are subject to influence by the named risk
factors and unanticipated future events. Actual results, accordingly, may differ
materially from management expectations.
We do not undertake, and specifically disclaim, any obligation to
publicly release the results of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
Hudson River has filed a Registration Statement on Form S-4 concerning
the merger with the United States Securities and Exchange Commission which
includes the joint merger proxy statement/prospectus already sent to you. In
addition, Hudson River and Cohoes each intend to file a
Solicitation/Recommendation statement with the United States Securities and
Exchange Commission in response to the Tender Offer Statement to be filed by
TrustCo Bank Corp NY or, in the case of Cohoes, Ambanc Holding Co., Inc. WE URGE
INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors are currently able to obtain the Form S-4 Registration Statement and
will be able to obtain the Solicitation/Recommendation Statement of each company
when filed, free of charge at the SEC(1)s website, www.sec.gov. In addition,
documents filed with the SEC by Cohoes are available free of charge from the
Secretary of Cohoes at 75 Remsen Street, Cohoes, New York 12047, telephone (518)
233-6500. Documents filed with the SEC by Hudson River are available free of
charge from the Secretary of Hudson River at One Hudson City Centre, Hudson, New
York 12534, telephone (518) 828-4600.
Cohoes and Hudson River and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies to
approve the Merger. INFORMATION ABOUT THE PARTICIPANTS MAY BE OBTAINED THROUGH
THE SEC(1)S WEBSITE FROM THE S-4 REGISTRATION STATEMENT FILED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 2000, as amended.
