Win, Place, or Show?
[GRAPHIC OMITTED: Picture of a thoroghbred horse race; "Hudson River" and
"Cohoes" are neck-and-neck in the lead; "TrustCo" trails near the end of the
pack.]
Dear Shareholders, Customers, Future Customers and Friends:
TrustCo has recently announced their desire to purchase our banks, which we
believe is merely a veiled attempt to reduce banking competition in this area.
TrustCo recently ran an ad comparing the performance of our three banks.
UNFORTUNATELY, THEY FAILED TO MENTION THE PERFORMANCE OF THE STOCK OF EACH BANK.
Myth
- --------------------------------------------------------------------------------
TrustCo's growth record has resulted in superior returns for
stockholders.
Reality
- --------------------------------------------------------------------------------
Stock performance, January 4, 1999-July 25, 2000*
January 4, 1999 July 25, 2000
COHB (Cohoes Bancorp) $11.38 $13.88 +22%
HRBT (Hudson River Bancorp) $11.13 $11.94 +7%
TRST (TrustCo) $14.81** $12.25 -17%
* Hudson River Bancorp stock started trading on July 1, 1998; Cohoes
Bancorp stock started trading on January 4, 1999. Results/prices do not
reflect dividends.
** After 2 for 1 stock split November 15, 1999.
Myth
- --------------------------------------------------------------------------------
TrustCo's earnings per share have been superior.
Reality
- --------------------------------------------------------------------------------
Earnings Per Share, Second Quarter 2000
COHB (Cohoes Bancorp) $ .23
HRBT (Hudson River Bancorp) $ .19
TRST (TrustCo) $ .19
WE BELIEVE OUR MERGER IS YOUR BEST TICKET TO THE "WINNER'S CIRCLE".
We are confident that our combined banks will be worth far more together than
any TrustCo offer and more than either of us is worth independently. (TrustCo
would "pay" for our banks with overvalued TrustCo stock which is currently
selling at approximately 380% of 'book value' and thus has a potential for
significant downside risk).
- --------------------------------------------------------------------------------
WE URGE EVERYONE TO BECOME AS INFORMED AS POSSIBLE ABOUT THE FACTS CONCERNING
OUR PLANNED MERGER AND VOTE "FOR" OUR MERGER WHEN YOU RECEIVE YOUR PROXY FROM
US.
We also urge our shareholders to place the proxy you receive from TrustCo in the
appropriate place: the trash can.
- --------------------------------------------------------------------------------
Please call us if you would like more information on our planned merger.
Yours truly,
/s/ Harry L. Robinson /s/ Carl A. Florio
- ------------------------------------ --------------------------------------
Harry L. Robinson, President and CEO Carl A. Florio, President and CEO
(518) 233-6565 (518) 828-4600
[Logo of Cohoes Bancorp, Inc.] [Logo of Hudson River Bancorp, Inc.]
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.
-------
Vote | FOR | the Cohoes/Hudson River merger!
-------