Exhibit 99.2

            Draft of Cohoes Savings Bank Foundation Gift Instrument







                                                                    Exhibit 99.2

                                 GIFT INSTRUMENT
                        CHARITABLE GIFT TO COHOES SAVINGS


         Cohoes  Bancorp,  Inc., 75 Remsen Street,  Cohoes,  New York 12047-2892
(the "Company"),  desires to make a gift of its common stock, par value $.01 per
share to Cohoes Savings Foundation (the "Foundation"),  a nonprofit  corporation
organized  under the laws of the State of Delaware.  The purpose of the donation
is to establish a bond between the Company and the community in which it and its
affiliates  operate to enable the community to share in the potential growth and
success of the Company and its  affiliates  over the long term. To that end, the
Company,  Inc. now gives,  transfers,  and delivers to the  Foundation  ________
shares of its common stock, par value $.01 per share, or total  consideration of
$_______, subject to the following conditions:

         1.  The  Foundation  shall  use  the  donation  solely  for  charitable
purposes,  including  community  development,  in the  communities  in which the
Company and its  affiliates  operate in  accordance  with the  provisions of the
Foundation's Certificate of Incorporation; and

         2.  Consistent  with the  Company's  intent  to form a  long-term  bond
between the Company and the  community,  the amount of Common  Stock that may be
sold by the  Foundation  in any one year shall not exceed 5% of the market value
of the assets held by the  Foundation,  except that this  restriction  shall not
prohibit the board of directors of the Foundation  from selling a greater amount
of Common  Stock in any one year if the  board of  directors  of the  Foundation
determines that the failure to sell a greater amount of the Common Stock held by
the Foundation  would:  (a) result in a long-term  reduction of the value of the
Foundation's  assets relative to their then current value that would  jeopardize
the Foundation's capacity to carry out its charitable purposes; or (b) otherwise
jeopardize the Foundation's tax-exempt status.


Dated: ____________ __, 1998                 Cohoes Bancorp, Inc.



                                             By:________________________________
                                                Harry L. Robinson, President and
                                                  Chief Executive Officer