September 11, 1998



Board of Trustees
Cohoes Savings Bank
75 Remsen Street
Cohoes, New York  12047


Re:  Plan of Conversion:  Subscription Rights
     Cohoes Savings Bank


Ladies and Gentlemen:

     All  capitalized  terms  not  otherwise  defined  in this  letter  have the
meanings  given  such  terms in the Plan of  Conversion  adopted by the Board of
Trustees of Cohoes  Savings Bank  ("Cohoes  Savings" or the "Bank")  whereby the
Bank will convert from a New York state  chartered  mutual savings bank to a New
York state chartered stock savings bank and issue all of the Bank's  outstanding
capital stock to Cohoes Bancorp,  Inc. (the "Holding Company").  Simultaneously,
the Holding Company will issue shares of Common Stock.

     We understand that in accordance with the Plan of Conversion,  Subscription
Rights to  purchase  shares of Common  Stock in the  Holding  Company  are to be
issued to: (1) Eligible Account Holders; (2) Employee Plans, including the ESOP;
and (3) Supplemental Eligible Account Holders. Based solely upon our observation
that the  Subscription  Rights will be available to such parties  without  cost,
will be legally  non-transferable  and of short  duration,  and will afford such
parties the right only to purchase  shares of Common  Stock at the same price as
will be paid by members of the general  public in the  Community  Offering,  but
without undertaking any independent investigation of state or federal law or the
position of the Internal  Revenue  Service with respect to this issue, we are of
the belief that, as a factual matter:

     (1)  the Subscription Rights will have no ascertainable market value; and,

     (2)  the price at which the Subscription Rights are exercisable will not be
          more or less  than  the pro  forma  market  value of the  shares  upon
          issuance.

     Changes in the local and national  economy,  the legislative and regulatory
environment,  the stock market,  interest rates, and other external forces (such
as natural  disasters or significant  world events) may occur from time to time,
often with great  unpredictability and may materially impact the value of thrift
stocks  as a  whole  or the  Holding  Company's  value  alone.  Accordingly,  no
assurance  can be given that persons who  subscribe to shares of Common Stock in
the Subscription  Offering will thereafter RP Financial,  LC. Board of Directors
September  11,  1998 Page 2 be able to buy or sell such shares at the same price
paid in the Subscription Offering.


                                        Sincerely,

                                        /s/ Gregory E. Dunn

                                        Gregory E. Dunn
                                        Senior Vice President