425 1 0001.txt FILING PURSUANT TO RULE 425 Filed by TrustCo Bank Corp NY Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Cohoes Bancorp, Inc. (Commission File No. 000-25027) November 3, 2000 COHOES MANAGEMENT AND DIRECTORS: STOP INSULTING YOUR OWNERS Dear Cohoes Bancorp Shareholders, We believe that the Cohoes Board has failed to maximize shareholder value. o In October 1998 Cohoes terminated its merger agreement with SFS Bancorp, Inc., costing Cohoes a breakup fee of $2,000,000.00. o In 1999 Cohoes' CEO Harry Robinson received a 27% salary increase, NOTWITHSTANDING A 41% DECREASE IN COHOES' NET INCOME DURING THIS PERIOD. o Cohoes' Board of Directors now proposes to amend its 1999 stock option agreement. This amendment will benefit a few select employees, but will not maximize shareholder value. o Cohoes failed to state that their stock price on April 25, 2000, the last trading date before public announcement of the proposed Cohoes-Hudson River Bancorp merger, was $9.813. WE BELIEVE THE CURRENT STOCK PRICE REFLECTS TAKEOVER SPECULATION, NOT PERFORMANCE. TrustCo has served the Capital Region since 1902, and is committed to building a strong and community oriented financial institution. DELIVER YOUR MESSAGE TO THE COHOES MANAGEMENT BY VOTING THE WHITE PROXY CARD AS FOLLOWS: PROPOSAL 1 - "FOR" the election of our four nominees to the Board of Directors. PROPOSAL 2 - "AGAINST" the amendments to Cohoes 1999 Stock Option and Incentive Plan and 1999 Recognition and Retention Plan to revise the provisions relating to the vesting of options and restricted stock awards. PROPOSAL 3 - We do not make a recommendation with respect to this proposal. (over) REMEMBER, YOUR LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS, SO RETURN THE WHITE CARD EVEN IF YOU PREVIOUSLY MAILED IN A PROXY CARD. If you have any questions or need assistance in voting your shares, please call: Georgeson Shareholder Communications, Inc. 17 State Street 10th Floor New York, New York 10004 Telephone Toll Free 1-800-223-2064