[GRAPHIC OMITTED: Two brown paper grocery bags sit side by side. On the left,
the "Cohoes/Hudson" bag is stuffed to overflowing with ten-
and twenty-dollar bills; on the right, the crumpled
"TrustCo" bag has a hole in one corner, with pennies leaking
out.]
To our valued shareholders :
TrustCo is trying to scuttle our merger and convince you to sell to them. They
would pay for your stock in Cohoes and Hudson River with shares of their
overvalued stock. TrustCo(1)s stock price has declined 15% since December 31,
1998, and we believe it is still overvalued.
It's important for your financial well being
that you understand the RISKS in TrustCo(1)s plan!
LET'S DO SOME "COMPARISON" SHOPPING!
Cohoes-Hudson Bancorp's TrustCo's Pro Forma
Pro Forma Book Value per Share Book Value per Share
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Book Value $11.56 $6.13
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The difference in value is overwhelming! Your strategy may be to sell your
TrustCo shares right after you get them!
YOU...AND HOW MANY OTHERS???
We believe other shareholders like you may have the same strategy. However, to
pay you TrustCo will have to issue over 25 million shares of their stock, added
to the over 50 million shares already outstanding. On average, less than 45,000
shares of TrustCo trade per day and IF other shareholders also plan to sell...
...WHAT WILL YOU GET FOR YOUR SHARES???
The selling pressure of so MANY shareholders selling at once, we think, will
SIGNIFICANTLY reduce the value of TrustCo shares. Also keep in mind that
TrustCo's pro forma earnings per share will decrease by 14% according to its
prospectus.
Don't make the mistake of voting against our merger. We are confident that our
combined banks will be worth far more together than TrustCo's offer and more
than either of us is worth independently. We urge you to vote for our merger on
our WHITE proxy card.
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
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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.
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VOTE | FOR | THE COHOES/HUDSON RIVER MERGER!
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