VOTE FOR OUR MERGER ON THE WHITE PROXY

[Logo of Cohoes Bancorp, Inc.]              [Logo of Hudson River Bancorp, Inc.]



July 28, 2000


Dear Shareholders:

WE ARE BUILDING A BETTER COMPANY AND A MORE VALUABLE INVESTMENT FOR OUR
SHAREHOLDERS.


          ------------------------------------------------------------
          |                                                          |
          |           OUR COMBINED COMPANIES WILL FEATURE:           |
          |                                                          |
          |    o    $1.8 billion in assets and growing               |
          |                                                          |
          |    o    $289 million in capital                          |
          |                                                          |
          |    o    16% increase in earnings per share for Cohoes    |
          |         shareholders                                     |
          |                                                          |
          |    o    13% increase in earnings per share for Hudson    |
          |         River shareholders                               |
          |                                                          |
          ------------------------------------------------------------


Cohoes' and Hudson River's stock prices continue to increase.  Cohoes is up over
37% and Hudson River is up over 17% since December 31, 1999.

With our merger, we are creating tremendous value for our shareholders.

         We will continue stock repurchases.

              We will increase earnings per share.

                   We will continue increasing cash dividends.

                         ------------------------------


THE TRUSTCO PROPOSAL WILL NEVER BE COMPLETED BECAUSE...






o    It is subject to 11 conditions, some of which cannot be satisfied.

o    It offers an overvalued stock.  TrustCo trades at 4 times book value. Their
     stock price has dropped 18% since  December 31, 1998 and 8% since  December
     31, 1999. We believe there is no upside potential in their stock.

o    The offer is at a ridiculously cheap price.  TrustCo is trying to steal our
     companies.

o    TrustCo has failed to complete an acquisition  in 9 years;  during a period
     of  significant  merger  activity.  They  are  desperate  to  break  up our
     powerhouse merger.

o    They benefit at your expense.  Cohoes  shareholders  would lose over $9 per
     share  and  Hudson  River  shareholders  would  lose  over $6 per  share in
     tangible book value if combined with TrustCo.

All  signs  point to the fact  that  TrustCo  does  not  really  want to buy our
companies; they simply want to destroy our merger and any competition.

                          ----------------------------

We, the directors of Cohoes and Hudson River,  unanimously urge you to COMPLETE,
SIGN, DATE AND RETURN the white proxy  (enclosed)  voting FOR the  Cohoes/Hudson
River merger.

Please  discard any gold or green proxies you receive.  Even if you have already
returned  your  proxy,  we urge you to return  the  enclosed  one.  We have been
advised to collect as many  individual  proxies as we can from you because  only
the latest dated proxy counts and some proxies get lost in the mail.

We greatly  appreciate your continued loyalty and assure you that we will always
do our best to maximize your investment.

 /s/ Harry L. Robinson                      /s/ Carl A. Florio
- ------------------------------             ------------------------------
Harry L. Robinson                          Carl A. Florio
President and Chief Executive Officer      President and Chief Executive Officer
Cohoes Bancorp, Inc.                       Hudson River Bancorp, Inc.

                                  Our Directors

                                                            
Arthur E. Bowen          Peter G. Casabonne   Stanley Bardwell, M.D. William E. Collins
Michael L. Crotty        Chester C. DeLaMater Joseph H. Giaquinto    Marilyn A. Herrington
Frederick G. Field, Jr.  Duncan S. MacAffer   William H. Jones       Joseph W. Phelan
J. Timothy O'Hearn       R. Douglas Paton     Marcia M. Race         Earl Schram, Jr.
Walter H. Speidel        Donald A. Wilson




                                 VERY IMPORTANT

IF you have any  questions  about HOW to vote  "FOR"  the  Cohoes  Hudson  River
Merger,  please  call our proxy  solicitor,  Regan &  Associates,  Inc. at (800)
737-3426.

As a general  rule,  our "WHITE"  proxy  should be returned  ONLY in the prepaid
envelope  that was supplied to you. IF your shares are held by a Broker or Bank,
it is  necessary  that your proxy  instructions  be returned  to them FIRST,  IN
WRITING, so that they can issue a vote on your behalf.

PLEASE NOTE:   ALL votes that WERE cast by you EITHER by  TELEPHONE  or INTERNET
               can NOT be counted.  Proxy rules REQUIRE a WRITTEN INSTRUCTION so
               you MUST return the  "WHITE"  proxy FORM itself in order for your
               vote to be counted!


   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.