PROXY STATEMENT
                                       OF
                              TRUSTCO BANK CORP NY

                       IN OPPOSITION TO THE MANAGEMENT OF
                              COHOES BANCORP, INC.

            2000 Annual Meeting of Cohoes Bancorp, Inc. Stockholders

          *Please sign, date and return the enclosed WHITE Proxy Card*

     This  proxy  statement  and the  accompanying  white  proxy  card are being
furnished to  stockholders of Cohoes  Bancorp,  Inc.  ("Cohoes") by TrustCo Bank
Corp NY, a New York corporation ("TrustCo"), in connection with the solicitation
of proxies  from  Cohoes  stockholders  which are to be used at the 2000  Annual
Meeting  of   Stockholders   ("Annual   Meeting")  of  Cohoes,   including   any
adjournments,  postponements  or  reschedulings  thereof.  Cohoes  has  not  yet
announced the record date for determining stockholders entitled to notice of and
to vote at the  Annual  Meeting  (the  "Record  Date") or the date of the Annual
Meeting. Stockholders of record at the close of business on the Record Date will
be entitled to one vote for each share of Cohoes  common  stock,  par value $.01
per  share,  held  on  the  Record  Date.  TrustCo,  together  with  all  of the
participants in this  solicitation,  beneficially  owns 100,000 shares of Cohoes
common stock, representing 1.3% of the total Cohoes common stock outstanding. It
is  expected  that the Cohoes  proxy  statement  will state the number of shares
issued,  outstanding  and  entitled to vote on the Record  Date.  As of June 22,
2000, based on the information  contained in Cohoes' proxy  statement/prospectus
dated July 11, 2000, Cohoes had 7,912,255 shares of common stock outstanding and
approximately 4,600 record owners.

     Based upon  information  contained  in Cohoes'  1999 Annual  Meeting  proxy
statement,  at the 2000 Annual Meeting,  Cohoes  stockholders are expected to be
asked to consider and vote upon the following matters:

     1.   The election of four directors, each to serve for a three year term of
          office; and

     2.   The  ratification of the appointment of Arthur Andersen LLP as Cohoes'
          independent public accountants.

     We believe that the actions of Cohoes'  current  Board of  Directors,  most
recently the unsuccessful attempt to merge with Hudson River Bancorp, Inc., call
into  question  whether the  current  Board of  Directors  is acting in the best
interests of all Cohoes  stockholders.  TrustCo is soliciting  proxies to obtain
representation   on  the   Cohoes   Board,   and  to   demonstrate   stockholder
dissatisfaction  with  recent  actions  of the  Cohoes  Board of  Directors  and
management,  including,  in  particular,  the  failure  by the  Cohoes  Board of
Directors to consider  TrustCo's  proposal to acquire Cohoes at a  significantly
higher  price  than that  offered to Cohoes  stockholders  as part of the failed
Cohoes-  Hudson River  Bancorp  merger.  We are  convinced  that a more thorough
review of Cohoes' strategic  alternatives,  and a greater commitment to pursuing
stockholders'  interests,  can only be realized by having new  directors  on the
Cohoes  Board.  Therefore,  TrustCo is  soliciting  your proxy in support of the
election  of Thomas  P.  Collins  and  Thomas O.  Maggs to the  Cohoes  Board of
Directors. Their backgrounds are described below. This proxy statement and White
Proxy Card are being  first  mailed or  furnished  to  stockholders  on or about
September _____, 2000.

         WE URGE YOU NOT TO RETURN ANY PROXY CARD SENT TO YOU BY COHOES.

                   THIS SOLICITATION IS BEING MADE BY TRUSTCO
        AND NOT ON BEHALF OF THE COHOES BOARD OF DIRECTORS OR MANAGEMENT

     Your vote is  important,  no matter how many or how few shares you own.  We
urge you to mark,  sign,  date and return the  enclosed  WHITE proxy card in the
enclosed postage-paid envelope to vote FOR the election of Thomas P. Collins and
Thomas O. Maggs to the Board of Directors.  TrustCo makes no recommendation with
respect  to the  ratification  of Arthur  Andersen  LLP as  Cohoes'  independent
auditors.








     When you  return our proxy card you are  voting  for  Messrs.  Collins  and
Maggs.  However,  since we are only  running two  nominees for the four Board of
Director seats, if TrustCo's nominees are elected,  two other nominees of either
Cohoes or Ambanc  Holding  Co.,  Inc.  who receive the highest  number of shares
voted will also be elected.  There is no assurance that any of the other persons
nominated  to the Cohoes  Board  will serve as  Directors  if our  nominees  are
elected to the Board.  A plurality of the votes cast will  determine who will be
elected to the Cohoes Board of Directors.

       THE COHOES BOARD HAS FAILED TO MAXIMIZE STOCKHOLDER VALUE

THE FACTS
- ---------

     o    In  October  1998  Cohoes  terminated  its merger  agreement  with SFS
          Bancorp,  Inc.  The  Break-up  Fee that Cohoes had to pay SFS Bancorp,
          Inc. totaled $2.0 million.(1)

     o    In connection with the  Cohoes/Hudson  merger,  Cohoes'  President and
          Chief Executive Officer was to receive an employment  agreement with a
          six year term, which significantly exceeds industry norms.(2)

     o    Cohoes' Chief Executive  Officer received a 27% increase in his salary
          for  fiscal  year  1999 as  compared  to 1998,  notwithstanding  a 41%
          decrease in Cohoes' net income during this period.(1)(3)

     o    Cohoes'  return on average  equity was 2.53% for fiscal year 1999. For
          the nine months ended March 31, 2000,  Cohoes return on average equity
          was 4.52%. These ratios are far below Cohoes' peer group.(2)(4)

     o    For the fiscal  year ended June 30,  1999,  Cohoes'  efficiency  ratio
          (normally determined by dividing  non-interest expense by net interest
          income plus non-interest income) was 79.79%. The higher the efficiency
          ratio, the less  efficiently the institution is operated.  The average
          efficiency ratio for New York-based thrifts was 48.03% as of March 31,
          2000.(4)

     o    Cohoes'  IPO price was $10 per  share.  On April  25,  2000,  the last
          trading day before  public  announcement  of the  Cohoes-Hudson  River
          Bancorp,  Inc.  merger,  the last reported  price of the Cohoes common
          stock  was  $9.813(2)  -- A  NEGATIVE  RETURN ON YOUR  INVESTMENT.  We
          believe that the most recent  increases in Cohoes'  common stock price
          reflect takeover speculation.  What will happen to Cohoes' stock price
          if there is no takeover of Cohoes?

                              OBJECTIVES OF TRUSTCO

     TrustCo is a bank holding company  headquartered in Schenectady,  New York,
that operates through its bank subsidiaries  Trustco Bank, National  Association
and Trustco Savings Bank,  which have 54 offices in upstate New York. As of June
30,  2000,   TrustCo  had  total  assets  of  approximately   $2.4  billion  and
stockholders'  equity of $176.1 million.  TrustCo's return on average equity was
24.30% (on an  annualized  basis)  and 22.52% for the six months  ended June 30,
2000 and the fiscal year ending December 31, 1999, respectively.

     After  careful  analysis  of  the  operations,  management,  and  financial
performance  of Cohoes,  we have  concluded  that the  strategic  decisions  and
ongoing  actions of the current Board and  management  have not been in the best
interests of stockholders.

- ---------------------------
(1) Based on information contained in Cohoes Bancorp, Inc. Annual Report on Form
10-K for the year ended June 30, 1999 ("1999  10-K").
(2) Based on information  contained in Cohoes  Bancorp,  Inc's  proxy/prospectus
dated July 11, 2000.
(3) Based on information contianed in Cohoes Bancorp,  Inc's proxy statement for
its 1999 Annual Meeting of Stockholders and 1999 Form 10-K.
(4) Based on information  contained in SNL's Quarterly Thrift Digest, June 2000,
for New York  Thrifts.  TrustCo  did not  obtain  SNL's  consent  to quote  this
information.

                                        2





     On June 9, 2000,  TrustCo made an offer to acquire  Cohoes.  This offer was
extended in letters  delivered to the Board of Directors of Cohoes.  On June 23,
2000, Cohoes summarily rejected TrustCo's offer. Consequently, on June 26, 2000,
TrustCo  announced  its  intention to initiate a tender offer to acquire  Cohoes
common stock directly from Cohoes  stockholders in an exchange offer.  Our offer
was for $16.00 in TrustCo stock, which substantially  exceeded the price offered
by the Hudson River Bancorp merger. We have filed a registration  statement with
the Securities and Exchange Commission relating to our offer.

     On August 17, 2000,  Cohoes  stockholders  rejected a proposed  merger with
Hudson River Bancorp,  Inc. We believe that the Cohoes Board of Directors should
respect that vote and begin discussions and negotiations with TrustCo,  with the
goal of combining  our  companies.  We believe that your vote against the Hudson
River/Cohoes  merger sent a strong message to the Cohoes Board of Directors that
you want to preserve your  opportunity to accept the superior value  represented
by TrustCo's offer. We believe that by electing TrustCo's nominees to the Cohoes
Board you will send the message that you are  interested in obtaining more value
for  your  shares,  and  that  you  will  reject  transactions  that  perpetuate
management at any cost to you as stockholders.


    WE BELIEVE THAT OUR NOMINEES WILL PROTECT YOUR INTERESTS BY GUARANTEEING
    THAT THE COHOES BOARD WILL CONSIDER THE TRUSTCO OFFER AND WILL ACT IN THE
                       BEST INTEREST OF ALL STOCKHOLDERS.

     For these reasons,  we have decided to initiate a proxy contest to gain two
seats on the Board of Directors.  If our nominees,  Thomas P. Collins and Thomas
O.  Maggs,   are  elected  and  take  office  as  directors,   each  intends  to
simultaneously:

     o    consider a review of the outstanding proposals to acquire Cohoes;

     o    ask the Board of  Directors  to  contact  representatives  of  TrustCo
          regarding the  possibility of entering into a negotiated  transaction;
          and

     o    seek a mutually  acceptable  termination  of the Hudson River  Bancorp
          Lock-up Option.

     Because Mr. Collins and Mr. Maggs would, if elected,  constitute a minority
of the Board of Directors,  any action authorizing a negotiated transaction with
TrustCo or another  financial  institution  would  require the approval of other
directors of Cohoes. However, we believe that such action will be more likely if
there  are  persons  elected  to the Board of  Directors  who are  committed  to
achieving such results.

     Your vote is  important,  no matter how many or how few shares you own.  We
urge you to sign,  date and return the  enclosed  WHITE proxy card today to vote
for the election of Thomas P. Collins and Thomas O. Maggs.

     Mr. Collins and Mr. Maggs are committed,  subject to their fiduciary duties
to Cohoes'  stockholders,  to giving all Cohoes  stockholders the opportunity to
receive the maximum  value for their shares by entering into  negotiations  with
TrustCo.  A vote for Mr.  Collins and Mr. Maggs will enable you as the owners of
Cohoes to send a message to the Board that you are  committed to entering into a
negotiated  transaction  with TrustCo as a means of maximizing the value of your
shares.

     Further  information  regarding  TrustCo is contained at Schedule I to this
Proxy Statement.




                                        3





                              HOW TO VOTE BY PROXY

     To elect our nominees to the Board, promptly complete,  sign, date and mail
the enclosed WHITE proxy card in the enclosed postage-paid envelope. Whether you
plan to attend the Annual Meeting or not, we urge you to complete and return the
enclosed  WHITE  proxy  card.  Any proxy may be revoked at any time prior to the
time a vote is  taken by  delivering  to the  Secretary  of  Cohoes a notice  of
revocation  bearing a later date, by delivering a duly executed  proxy bearing a
later  date or by  attending  the  Annual  Meeting  and  voting in  person  (but
attendance at the Annual Meeting will not by itself  constitute  revocation of a
prior-delivered proxy).

     Properly  executed  proxies will be voted in accordance with the directions
indicated thereon. If you sign the WHITE proxy card but do not make any specific
choices, your proxy will vote your shares as follows:

Proposal 1.
- ----------

     - "FOR" the election of our two nominees to the Board of Directors - Thomas
P. Collins and Thomas O. Maggs.

Proposal 2.
- ----------

     - "ABSTAIN" as to the  ratification  of Arthur  Andersen LLP as independent
public  accountants  - We do not  make a  recommendation  with  respect  to this
proposal.

     If any other matter is presented at the Annual Meeting,  your proxy will be
voted in accordance  with the best judgment of the persons named on the attached
proxy card. At the time of mailing this Proxy  Statement,  we know of no matters
that needed to be acted on at the Annual Meeting,  other than those discussed in
this Proxy Statement.

     If any of your shares are held in the name of a brokerage firm,  bank, bank
nominee or other  institution on the Record Date, only that entity can vote your
shares and only upon its  receipt of your  specific  instructions.  Accordingly,
please  contact  the person  responsible  for your  account  at such  entity and
instruct  that person to execute and return the WHITE proxy card on your behalf.
You should  also sign,  date and mail the WHITE proxy card your broker or banker
sends you when you receive it.  Please do this for each  account you maintain to
ensure that all of your shares are voted.

  REMEMBER, YOUR LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS, SO RETURN THE
              WHITE CARD EVEN IF YOU PREVIOUSLY MAILED IN A PROXY.

     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

     This  Proxy  Statement  relates  solely to the  solicitation  of proxies in
connection  with the matters to be considered at the Cohoes'  Annual Meeting and
is neither an offer to sell any shares of TrustCo Common Stock nor a request for
the  tender  of  Cohoes  Common  Stock.  The  TrustCo  exchange  offer  is being
registered under the Securities Act of 1933 and is being made only by means of a
Prospectus and related letter of transmittal, which will be mailed separately to
Cohoes stockholders.

     Once it is available , please refer to the Cohoes'  proxy  statement  for a
full description of management's proposals,  the securities ownership of Cohoes'
directors  and  executive  officers,  information  about  Cohoes'  officers  and
directors,  including  compensation,  information  about the ratification of the
appointment  of Arthur  Andersen  LLP, as  independent  auditors and the date by
which  stockholders  must  submit  proposals  for  inclusion  in the next Annual
Meeting.

                                        4





                   MATTERS TO BE DECIDED AT THE ANNUAL MEETING

Proposal 1.  Election of Four Directors to a Three-Year Term of Office

     The Company currently has eleven directors,  and the terms of four of these
directors will expire at the Annual Meeting.  TrustCo proposes that stockholders
elect  Thomas P.  Collins  and Thomas O. Maggs to fill two of the seats open for
election at the Annual  Meeting.  Set forth below is information  concerning Mr.
Collins' and Mr.  Maggs'  principal  occupation,  experience  and certain  other
matters. If elected,  Mr. Collins and Mr. Maggs would hold office until the 2003
annual meeting of stockholders  and until their successors have been elected and
qualified.  Although  TrustCo has no reason to believe  that Mr.  Collins or Mr.
Maggs would be unable to serve as a Cohoes director, if either of them is unable
to serve or for good cause will not serve,  the persons  named as proxies on the
WHITE proxy card will vote for the  election  of another  nominee or nominees as
may be proposed by TrustCo.

     To date,  the incumbent  Cohoes Board of Directors  has resisted  TrustCo's
attempts to negotiate a merger of Cohoes with TrustCo.  If elected,  Mr. Collins
and Mr. Maggs will, subject to their fiduciary duties, seek the prompt review of
TrustCo's offer to acquire Cohoes and any other potential  transaction that will
maximize  stockholder  value. Mr. Collins and Mr. Maggs will evaluate all offers
on the basis of the  value of the  consideration  offered,  the  ability  of the
offeror  to  finance  the  bid,  the  quality  and  prospects  of  any  non-cash
consideration  offered (including the financial condition of any offeror that is
offering  non-cash  consideration),  and the timing and  likelihood of receiving
necessary regulatory approvals.

     Mr.  Collins and Mr.  Maggs would  comprise  only two  directors on Cohoes'
eleven member board.  Consequently  there can be no assurance that Cohoes' Board
of  Directors  will agree to enter into  discussions  with  TrustCo  even if Mr.
Collins and Mr. Maggs are elected.

     Mr. Collins and Mr. Maggs disclaim any beneficial interest in any shares of
Cohoes common stock owned by TrustCo.

     Thomas P. Collins, CPA, is 64 years old and his address is 19 Red Oak Lane,
Renssalaer,  New York. For the past 10 years, Mr. Collins has been the President
and owner of The  Preferred  Group,  an Albany based  business  specializing  in
employee  benefits advisory  services.  Mr. Collins also serves as a director of
the following  organizations:  Capital District  Physicians'  Health Plan, Mason
Insurance  Co. and  Universal  Benefits,  Inc.  Mr.  Collins is a United  States
citizen.

     Thomas  O.  Maggs is 55 years old and his  address  is 18  Sunnyside  Road,
Scotia,  New York.  For the past 13 years,  Mr. Maggs has been the  President of
Maggs  & Zack,  business  insurance  brokers.  Mr.  Maggs  is a  trustee  of the
Rensselaerville  Institute  and a member  of the  Commission  of New York  State
Historic Sites and Parks. Mr. Maggs is a United States citizen.

     During the last ten years:  (i) none of TrustCo,  Mr. Collins or Mr. Maggs,
to the best of their  knowledge,  has been  convicted  in a criminal  proceeding
(excluding  traffic  violations  or  similar  misdemeanors);  and  (ii)  none of
TrustCo,  Mr. Collins or Mr. Maggs, to the best of their  knowledge,  has been a
party to a civil  proceeding of a judicial or  administrative  body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting activities
subject to,  federal or state  securities  laws, or finding any  violation  with
respect to such laws.

     The  voting   power  over  Cohoes'   securities   is  not  subject  to  any
contingencies  beyond  standard  provisions  for entities of this nature  (i.e.,
limited   partnerships  and  limited  liability   companies)  which  govern  the
replacement of a manager or a general partner.

     Schedule II lists certain  information  regarding TrustCo,  Mr. Collins and
Mr. Maggs,  including their holdings of Cohoes common stock and  transactions in
the common stock during the last two years.

     Except as set forth herein,  neither TrustCo,  Mr. Collins nor Mr. Maggs is
now, or within the past year has been, a party to any contract,  arrangement  or
understanding with any person with respect to any securities of Cohoes

                                        5





(including,  but not limited to, joint  ventures,  loan or option  arrangements,
puts or calls,  guarantees  against loss or  guarantees  of profit,  division of
losses or profits, or the giving or withholding of proxies).

     There are no material proceedings to which TrustCo or any of its associates
is a party  adverse  to  Cohoes  or any of its  subsidiaries  or has a  material
interest  adverse  to Cohoes  or any of its  subsidiaries.  Except as  described
herein,  neither  TrustCo,  Mr.  Collins,  Mr. Maggs,  nor any associate of such
persons has any interest in the matters to be voted upon at the Annual  Meeting,
other than an interest, if any, as a stockholder of Cohoes.

     Except as described herein or in Schedule II, neither TrustCo, Mr. Collins,
Mr. Maggs nor any associate of such persons:  (1) has engaged in or has a direct
or indirect  interest in any  transaction  or series of  transactions  since the
beginning of Cohoes' last fiscal year, or in any currently proposed transaction,
to which Cohoes or any of its  subsidiaries is a party where the amount involved
was in  excess  of  $60,000;  (2) has  been  indebted  to  Cohoes  or any of its
subsidiaries; (3) has borrowed any funds for the purpose of acquiring or holding
any securities of Cohoes,  or is presently,  or has been within the past year, a
party to any contract, arrangement or understanding with any person with respect
to either any securities of Cohoes,  any future  employment by the Cohoes or its
affiliates,  or any future  transaction to which Cohoes or any of its affiliates
will  or  may be a  party;  or (4) is the  beneficial  or  record  owner  of any
securities of Cohoes or any parent or subsidiary thereof.

Proposal 2.  Ratification of Arthur Andersen LLP as Cohoes'  independent  public
accountants

     In the past,  Cohoes has asked  stockholders to ratify the  solicitation of
Arthur Andersen LLP as Cohoes' independent public accountants.  We are providing
the means for stockholders to vote on the ratification of Arthur Andersen LLP as
Cohoes'  independent  public  accountants  for the year  ending  June 30,  2001.
TrustCo,   however,  does  not  make  a  recommendation  with  respect  to  such
ratification.

Other Matters

     TrustCo  anticipates that Cohoes' proxy statement will contain  information
regarding:  (1)  securities  ownership of 5% or more  beneficial  ownership  and
management;  (2) the committees of Cohoes' Board of Directors;  (3) the meetings
of the Board of Directors and all committees thereof;  (4) the background of the
management  nominees  to the  Board  of  Directors;  (5)  the  compensation  and
remuneration  paid and payable to Cohoes'  directors and  management;  (6) stock
price performance; and (7) the submission of stockholder proposals at the Annual
Meeting of  stockholders.  TrustCo has no  knowledge  of the accuracy of Cohoes'
disclosures in its proxy materials.

Solicitation of Proxies

     Proxies will be  solicited by mail,  telephone,  telecopy,  telegraph,  the
Internet,  newspapers  and other  publications  of general  distribution  and in
person.  Directors,  officers  and  certain  employees  of TrustCo and the other
participants  listed on  Schedule  II hereto may assist in the  solicitation  of
proxies  without any additional  remuneration  (except as otherwise set forth in
this proxy statement).  The expenses to conduct the solicitation are expected to
be $__________, of which $_________ has been spent as of the date of this proxy.

     TrustCo   has   retained   Georgeson   Shareholder   Communications,   Inc.
("Georgeson")   for  solicitation  and  advisory  services  in  connection  with
solicitations  relating to the Annual Meeting, for which Georgeson is to receive
a fee of $25,000 in connection  with the  solicitation of proxies for the Annual
Meeting.  TrustCo  has also  agreed to  reimburse  Georgeson  for  out-of-pocket
expenses and to indemnify  Georgeson  against certain  liabilities and expenses,
including  reasonable  legal fees and related  charges,  in connection  with its
solicitation  activities.  Georgeson will solicit proxies for the Annual Meeting
from individuals, brokers, banks, bank nominees and other institutional holders.
In addition,  TrustCo has  retained  Georgeson  to act as  information  agent in
connection with the TrustCo offer.  TrustCo has agreed that it will pay a fee of
$10,000 to Georgeson for services as information agent,  reimburse Georgeson for
out-of-pocket  expenses and to indemnify  Georgeson against certain  liabilities
and expenses, including reasonable legal fees and related charges, in connection
with its engagement as information agent.


                                        6





     Directors,  officers  and  certain  employees  of TrustCo may assist in the
solicitation of proxies without any additional remuneration.  The entire expense
of soliciting proxies for the Annual Meeting by or on behalf of TrustCo is being
borne by TrustCo.

                             YOUR VOTE IS IMPORTANT

     o    No matter how many shares you own, we are seeking your support.

     o    Please  vote for Thomas P.  Collins  and  Thomas O. Maggs by  signing,
          dating, and mailing in the enclosed postage-paid envelope the enclosed
          WHITE proxy card as soon as  possible.  Only your  latest  dated proxy
          counts.

     o    Even  if you  have  already  returned  a proxy  to  Cohoes'  Board  of
          Directors, you have every legal right to revoke it by signing, dating,
          and  mailing the  enclosed  WHITE proxy card or by voting in person at
          the Annual Meeting.

You Can Call If You Have Questions

     If you have any questions or require any assistance, please contact William
F.  Terry,  TrustCo  Bank  Corp NY at  518-381-3611,  or our  proxy  solicitors,
Georgeson Shareholder Communications, Inc. toll free at 1-800-223- 2064.

     We  believe  that it is in your  best  interest  to elect our  nominees  as
Directors  at the Annual  Meeting.  TrustCo  strongly  recommends a vote for our
nominees, Thomas P. Collins and Thomas O. Maggs.

Sincerely,



Robert A. McCormick
President and Chief Executive Officer

PLEASE SIGN AND DATE YOUR WHITE PROXY CARD AND RETURN IT IN THE ENCLOSED
ENVELOPE TO AVOID UNNECESSARY EXPENSE AND DELAY.  NO POSTAGE IS NECESSARY.















                                        7





                                   SCHEDULE I

                        CERTAIN INFORMATION ABOUT TRUSTCO



     TrustCo is a bank holding company registered under the Bank Holding Company
Act.  Its  principal   executive  offices  are  located  at  320  State  Street,
Schenectady,  New York 12305, and its telephone number at that location is (518)
377-3311.

     TrustCo  provides a full range of financial and fiduciary  services through
its bank subsidiaries,  Trustco Bank, National Association,  and Trustco Savings
Bank, which have 54 banking offices in the upstate New York area. As of June 30,
2000,  TrustCo had, on a consolidated  basis, total assets of approximately $2.4
billion,  total deposits of approximately  $2.0 billion and total  stockholders'
equity of approximately  $176.1 million. On July 28, 2000, TrustCo completed its
cash acquisition of Landmark Community Bank ("Landmark"),  Canajoharie, New York
for $21.00 per share.

     TrustCo's  Registration Statement relating to the exchange offer for Cohoes
common  stock  (the  "Exchange  Offer"),   which  contains  the  Exchange  Offer
prospectus  and the  related  letter of  transmittal,  has been  filed  with the
Securities and Exchange  Commission (the "Commission")  under the Securities Act
of 1933, as amended. TrustCo is subject to the informational filing requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith,  is obligated to file reports,  proxy statements and other
information with the Commission  relating to its business,  financial  condition
and other  matters.  Information  as of particular  dates  concerning  TrustCo's
directors  and  officers,  their  remuneration,  options  granted  to them,  the
principal  holders of TrustCo's  securities  and any material  interests of such
persons in  transactions  with  TrustCo is required to be  disclosed  in a proxy
statement  distributed to TrustCo's  stockholders and filed with the Commission.
The  Registration  Statement  and  such  reports,  proxy  statements  and  other
information   should  be  available  for  inspection  at  the  public  reference
facilities of the Commission at 450 fifth Street,  NW,  Washington,  D.C. 20549,
and at the  regional  offices of the  Commission  located at Seven  World  Trade
Center,  Suite 1300, New York, NY 10048 and 500 West Madison Street, Suite 1400,
Chicago,  IL 60661 (call  1-800-SEC-0330 for hours).  Copies of such information
should  be  obtainable  by mail,  upon  payment  of the  Commission's  customary
charges,  by writing to the  Commission's  principal office at 450 Fifth Street,
NW,  Washington,  D.C.  20549-6009.  The  Commission  also maintains an Internet
website at  http:ww.sec.gov  that  contains the  Registration  Statement and the
reports, proxy statements and other information filed electronically by TrustCo.















                                        8





                                   SCHEDULE II

           INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
              OF TRUSTCO AND OTHER PERSONS WHO MAY SOLICIT PROXIES

     The  following  table sets  forth the name and title of persons  who may be
deemed to be  participants  on behalf of TrustCo in the  solicitation of proxies
from the stockholders of Cohoes.

                   DIRECTORS AND EXECUTIVE OFFICERS OF TRUSTCO

          Name                           Positions
- ----------------------------     ---------------------------

Robert A. McCormick              President, Chief Executive Officer and Director
Barton A. Andreoli               Director
Lionel O. Barthold               Director
Joseph Lucarelli                 Director
Nancy A. McNamara                Vice President and Director
Dr. Anthony J. Marinello         Director
James H. Murphy, D.D.S.          Director
Richard A. Murray, Jr.           Director
Kenneth C. Peterson              Director
William D. Powers                Director
William Purdy                    Director
Robert T. Cushing                Vice President and Chief Financial Officer
William F. Terry                 Secretary and Director

     As of the date of this Proxy Statement,  TrustCo  beneficially owns 100,000
shares of common stock of Cohoes Bancorp, Inc. Neither Mr. Collins nor Mr. Maggs
beneficially owns shares of Cohoes common stock, nor have they purchased or sold
any shares of Cohoes  common stock within the past two years.  Other than as set
forth herein, as of the date of this Proxy Statement, neither TrustCo nor any of
the other  participants  listed in this Schedule II has any interest,  direct or
indirect, by security holdings or otherwise in Cohoes.

         Mr. Collins' business address is:  24 Madison Avenue Extension
                                            Albany, New York 12203

         Mr. Maggs' business address is:    501 State Street
                                            Schenectady, New York 12305

     Set forth  below are the  transactions  in Cohoes  common  stock by TrustCo
during the past two years. All transactions were made as open market purchases.

Date of Transaction                    Shares                          Price
- -------------------                --------------              -----------------

    04/28/2000                         8,500                   $       11.375
    04/28/2000                        13,500                           11.6875
    05/01/2000                        10,000                           11.5625
    05/01/2000                         5,000                           11.50
    05/03/2000                        25,000                           11.50
    05/03/2000                         7,500                           11.50
    05/04/2000                         4,000                           11.50
    05/05/2000                         2,500                           11.50
    05/08/2000                         6,000                           11.50
    05/08/2000                         4,000                           11.50
    05/09/2000                         4,000                           11.50
    05/11/2000                        10,000                           11.3125








            THIS PROXY IS SOLICITED ON BEHALF OF TRUSTCO BANK CORP NY
                      IN OPPOSITION TO THE SOLICITATION BY
                    COHOES BANCORP INC.'S BOARD OF DIRECTORS
                     FOR THE ANNUAL MEETING OF STOCKHOLDERS



                         ANNUAL MEETING OF STOCKHOLDERS

The undersigned  hereby appoints William F. Terry and Robert T. Cushing and each
or any of them,  attorneys  and  proxies of the  undersigned  with full power of
substitution  to vote all shares of common stock,  par value $.01 per share,  of
Cohoes Bancorp, Inc. (the "Company"),  which the undersigned is entitled to vote
at the Annual Meeting of Stockholders or any  adjournment(s) or  postponement(s)
or reschedulings thereof (the "Meeting"), as follows:

1. ELECTION OF DIRECTORS - TRUSTCO NOMINEES

TrustCo's nominees are: Thomas P. Collins and Thomas O. Maggs.

                  ____ FOR                  ___ WITHHOLD AUTHORITY

(Authority  to vote for any  nominee(s)  may be  withheld  by lining  through or
otherwise striking out the name(s) of such nominee(s).)

                   TrustCo Recommends a Vote "FOR" Proposal 1.



2. The  ratification  of Arthur  Andersen,  LLP as  Cohoes'  independent  public
accountants.

        ___ FOR                ___ AGAINST                        ___ ABSTAIN

      TrustCo Does Not Make Any Recommendation With Respect to Proposal 2.


              IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.

This proxy, when properly executed,  will be voted in the manner directed herein
by the undersigned stockholder.  Unless otherwise specified,  this proxy will be
voted "FOR" the election of TrustCo's  nominees as Directors and "ABSTAIN"  with
respect to the ratification of Arthur Andersen LLP as Cohoes' independent public
accountants. This proxy revokes all prior proxies given by the undersigned.

In their discretion, the proxy is authorized to vote upon such other business as
may  properly  come before the meeting,  or any  adjournments  or  postponements
thereof, as provided in the proxy statement provided herewith.

Please  sign  exactly  as  your  name  appears  hereon  or on your  proxy  cards
previously sent to you. When shares are held by joint tenants, both should sign.
When  signing as an attorney,  executor,  administrator,  trustee,  or guardian,
please  give  full  title  as  such.  If a  corporation,  please  sign  in  full
corporation name by the president or other duly authorized officer.
If a partnership,  please sign in partnership  name by authorized  person.  This
proxy card votes all shares held in all capacities.

Dated:___________________________________

_________________________________________
(Signature)

_________________________________________
(Signature, if jointly held)

Title: ____________________________________








PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.


If you need  assistance  in voting  your  shares,  please call  TrustCo's  proxy
solicitor,   Georgeson   Shareholder   Communications,   Inc.,   toll   free  at
1-800-223-2064.