SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by [ ] Definitive Proxy Statement Rule 14a-6(e)(2)) [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to Rule 14a-12 Cohoes Bancorp, Inc. (Name of Registrant as Specified in Its Charter) TrustCo Bank Corp NY (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transactions applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:(set forth the amounton which the filing fee is calculated and state how it was) (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: The following advertisement was published November 27, 2000 with respect to Cohoes Bancorp, Inc. by TrustCo Bank Corp. NY. TRUSTCO Bank Corp NY News Release - -------------------------------------------------------------------------------- 192 Erie Boulevard, Schenectady, New York, 12305 (518) 377-3311 Fax: (518) 381-3668 Subsidiary: Trustco Bank NASDAQ -- TRST Contact: William F. Terry Secretary 518-381-3611 Cohoes Bancorp Shareholders Your Management Has Failed You * Management FAILED when it chose to pay $2.0 million in termination fees to SFS Bancorp, Inc. rather than complete its proposed merger; * Management FAILED to deliver to its shareholders an adequate return on average equity; * Management FAILED to run an efficient company. In fiscal 1999, Cohoes' CEO Harry Robinson received a 27% salary increase, notwithstanding a 41% decrease in Cohoes' net income during this period. Cohoes' management is now proposing an amendment to its stock option and restricted stock plans which enriches select employees and directors. The management of your company will not negotiate with TrustCo. Instead they want TrustCo to sign a confidentiality agreement, which would prevent it from taking actions to acquire Cohoes for up to 18 months. KEEP YOUR OPTIONS OPEN We urge you to vote on the white proxy card as follows: * VOTE "FOR" THE ELECTION OF THE TRUSTCO NOMINEES TO THE COHOES BOARD OF DIRECTORS. * VOTE "AGAINST" THE AMENDMENT TO THE STOCK OPTION PLAN. The TrustCo offer. Better for the shareholders. Better for the community. TrustCo Bank Corp NY has filed Tender Offer Statements with the United States Securities and Exchange Commission because its offer to acquire Cohoes Bancorp, Inc. Has been rejected. We urge investors to carefully read these documents at the time they are filed because they will contain important information regarding the proposed acquisition. These documents will be available for free to any investor at the United States Securities and Exchange Commission's website (www.sec.gov). Shareholders of TrustCo and Cohoes may obtain a free copy of these documents upon written request to TrustCo Bank Corp NY, 320 State Street, Schenectady, New York 12305, Attention: Secretary. TRUSTCO BANK CORP NY