COHOES BANCORP shareholders
                         defeat TrustCo's hostile bid!

[GRAPHIC OF PROXY CARD]
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                                 REVOCABLE PROXY              Please mark ------
                                                             your vote as |  X |
                                                             indicated in |    |
                              COHOES BANCORP, INC.           this example ------
                         SPECIAL MEETING OF SHAREHOLDERS

                                 August 17, 2000

     The  undersigned  hereby appoints the Board of Directors of Cohoes Bancorp,
Inc. ("Cohoes"), and its successors, with full power of substitution,  to act as
attorneys and proxies for the  undersigned to vote all shares of common stock of
Cohoes which the  undersigned is entitled to vote at Cohoes'  Special Meeting of
Shareholders  (the "Meeting"),  to be held on Thursday,  August 17, 2000, at the
Century House,  located at 997 New Loudon Road,  Latham,  New York at 3:00 p.m.,
local  time,  and at any and all  adjournments  and  postponements  thereof,  as
follows:

                                                              
                                      FOR    AGAINST  ABSTAIN                                           YES       NO
                                     ------   ------   ------    I plan to attend the Cohoes Special   ------   ------
The  adoption of an  Agreement  and  | X  |   |    |   |    |    Meeting.                              |    |   |    |
Plan of Merger  between  Cohoes and  |    |   |    |   |    |                                          |    |   |    |
Hudson River Bancorp,  Inc.,  dated  ------   ------   ------                                          ------   ------
April 25, 2000.                           |
                                          |
                                          |
                                         ---------
The Board of Directors recommends a vote | "FOR" | adoption      In  their   discretion,   the   proxies   are
of the Merger Agreement.                 ---------               authorized to vote on any other business that
                                                                 may  properly  come before the Meeting or any
                                                                 adjournment or postponement thereof.


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                              Vote FOR our merger
                           with HUDSON RIVER BANCORP.

   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.