Exhibit 99.3 Marketing Materials COHOES BANCORP, INC. Community Investor Meeting November xx, 1998 The shares of common stock being offered are not savings accounts or deposits and are not insured by the Federal Deposit Insurance Corporation, the Bank Insurance Fund or any other government agency. This is not an offer to sell or a solicitation of an offer to buy stock. The offer is made only by the Prospectus. MANGEMENT OF THE BANK o Harry L. Robinson, President and Chief Executive Officer o Richard A. Ahl, Executive Vice President and Chief Financial Officer o Albert J. Picchi, Vice President and Senior Loan Officer TOTAL ASSETS [GRAPHIC OMITTED] ASSET MIX Other 3.4% Cash and cash equivalents 2.7% As of June 30, 1998 LOANS RECEIVABLE, NET [GRAPHIC OMITTED] LOAN PORTFOLIO MIX Other real estate 22.4% One- to four-family 62.1% Commercial 3.6% Consumer 11.9% As of June 30, 1998 TOTAL DEPOSITS [GRAPHIC OMITTED] TOTAL RETAINED EARNINGS [GRAPHIC OMITTED] CAPITAL REQUIREMENTS [GRAPHIC OMITTED] AVERAGE RETAINED EARNINGS TO AVERAGE ASSETS [GRAPHIC OMITTED] NET INCOME [GRAPHIC OMITTED] RETURN ON AVERAGE ASSETS [GRAPHIC OMITTED] RETURN ON AVERAGE RETAINED EARNINGS [GRAPHIC OMITTED] NET INTEREST RATE SPREAD [GRAPHIC OMITTED] NET INTEREST MARGIN [GRAPHIC OMITTED] BRANCH MAP [GRAPHIC OMITTED] DEPOSIT MARKET SHARE Albany County HC 6/97 Branches Deposits Holding Company in List ($000s) % of List - --------------- ------- ------- --------- 1 Fleet Financial Group ........ 16 2,256,635 37.50 2 Keycorp ...................... 28 862,526 14.33 3 Charter One Financial ........ 14 817,837 13.59 4 Trustco Bank Corp of NY ...... 16 752,815 12.51 5 Cohoes Savings Bank .......... 8 320,268 5.32 6 Hsbc Holdings Plc ............ 9 256,572 4.26 7 Pioneer Savings Bank ......... 2 205,135 3.41 8 M&T Corporation .............. 6 201,135 3.35 9 Troy Savings Bank ............ 4 111,189 1.85 10 Banknorth Group Inc .......... 3 53,850 0.89 11 6 Others ..................... 8 178,998 2.96 --------- --------- ------ Total ......................... 114 6,017,550 100.00 ========= ========= ====== DEPOSIT MARKET SHARE Rensselaer County HC 6/97 Branches Deposits Holding Company in List ($000s) % of List - --------------- ------- ------- --------- 1 Troy Savings Bank .............. 3 326,501 21.80 2 Keycorp ........................ 9 208,637 13.93 3 M&T Corporation ................ 5 184,595 12.33 4 Hsbc Holdings Plc .............. 5 173,848 11.61 5 Trustco Bank Corp of NY ........ 4 128,731 8.60 6 Charter One Financial .......... 3 117,216 7.83 7 Pioneer Savings Bank ........... 1 111,342 7.44 8 Fleet Financial Group .......... 8 105,515 7.05 9 Cohoes Savings Bank ............ 2 54,658 3.65 10 Hudson City Savings Inst ....... 2 47,222 3.15 11 Banknorth Group Inc. ........... 1 39,191 2.62 ------- --------- ------ Total ......................... 43 1,497,456 100.00 ======= ========= ====== DEPOSIT MARKET SHARE Saratoga County HC 6/97 Branches Deposits Holding Company in List ($000s) % of List - --------------- ------- ------- --------- 1 473 Broadway Holding ............ 5 301,502 19.20 2 Fleet Financial Group ........... 5 241,444 15.37 3 Trustco Bank Corp of NY ......... 10 178,264 11.35 4 Keycorp ......................... 6 143,364 9.13 5 Arrow Financial Corp. ........... 4 129,291 8.23 6 Ballston Spa Bancorp Inc. ....... 6 118,620 7.55 7 Hsbc Holdings Plc ............... 3 96,909 6.17 8 Charter One Financial ........... 4 96,122 6.12 9 Banknorth Group Inc. ............ 3 76,278 4.86 10 Troy Savings Bank ............... 2 57,774 3.68 11 Ambanc Holding Co. .............. 4 48,703 3.10 12 Cohoes Savings Bank ............. 3 46,150 2.94 13 Gloversville Fs & La ............ 1 16,017 1.02 14 Pioneer Savings Bank ............ 2 14,013 0.89 15 First National Bank Scotia ...... 1 5,958 0.38 ------ --------- ------ Total ......................... 59 1,570,409 100.00 ====== ========= ====== DEPOSIT MAARKET SHARE Schenectady County HC 6/97 Branches Deposits Holding Company in List ($000s) % of List - --------------- ------- ------- --------- 1 Trustco Bank Corp of NY ........ 12 716,554 34.15 2 Fleet Financial Group .......... 8 639,480 30.48 3 Keycorp ........................ 4 169,561 8.08 4 SFS Bancorp, Inc. .............. 4 147,934 7.05 5 First National Bank Scotia ..... 6 112,709 5.37 6 Pioneer Savings Bank ........... 1 86,447 4.12 7 Charter One Financial .......... 2 60,000 2.86 8 Cnb Financial Corp. ............ 3 36,911 1.76 9 Troy Savings Bank .............. 1 31,192 1.49 10 Ballston Spa Bancorp Inc. ...... 1 24,247 1.16 11 Hsbc Holdings Plc .............. 1 18,187 0.87 12 Cohoes Savings Bank ............ 3 418,138 0.86 13 4 Others ....................... 4 36,612 1.75 --------- --------- ------ Total ....................... 50 2,097,972 100.00 ========= ========= ====== PRO FORMA DATA 15% above Minimum Midpoint Maximum Maximum ------- -------- ------- ------- Gross Proceeds(000s) ..... $ 59,500 $ 70,000 $ 80,500 $ 92,575 Stockholders' Equity(000s) $104,547 $113,759 $122,972 $133,567 Book Value Per Share ..... $ 17.06 $ 15.78 $ 14.84 $ 14.01 Net Income (000s) ........ $ 5,226 $ 5,432 $ 5,638 $ 5,875 Earnings Per Share ....... $ 0.93 $ 0.82 $ 0.74 $ 0.67 Price to Book ............ 58.62% 63.37% 67.39% 71.38% Price to Earnings ........ 10.75x 12.20x 13.51x 14.93x PREFERENCE CATEGORIES (1) Eligible Account Holders (2) Employee Stock Ownership Plan (ESOP) (3) Supplemental Eligible Account Holders (4) Residents of Local Community (5) General Public We thank you for your interest in COHOES BANCORP, INC. NASDAQ National Market: "XXXX" [LOGO] KEEFE, BRUYETTE & WOODS, INC. November xx, 1998 To Members and Friends of Cohoes Savings Bank - -------------------------------------------------------------------------------- Keefe, Bruyette & Woods, Inc., a member of the National Association of Securities Dealers, Inc. ("NASD"), is assisting Cohoes Savings Bank ("Cohoes Savings" or the "Bank") in its conversion from a state-chartered mutual savings bank to a state-chartered stock savings bank (the "Conversion") and the concurrent offering of common shares by Cohoes Bancorp, Inc.. (the "Holding Company"), the newly formed corporation that will become the holding company of Cohoes Savings following the Conversion. At the request of the Holding Company, we are enclosing materials explaining this process and your options, including an opportunity to invest in the Holding Company's common shares being offered to the customers of Cohoes Savings Bank. Please read the enclosed offering materials carefully. The Holding Company has asked us to forward these documents to you in view of certain requirements of the securities laws in your state. If you have any questions, please visit our Stock Sales Center located at 244 N. Mohawk Street, Cohoes, New York or feel free to call the Stock Sales Center at (518) 235-4000. Very truly yours, Keefe, Bruyette & Woods, Inc. THE COMMON SHARES BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES. THE OFFER IS MADE ONLY BY THE PROSPECTUS. November xx, 1998 Dear Friend: We are pleased to announce that Cohoes Savings Bank ("Cohoes Savings") is converting from a state-chartered mutual savings bank to a state-chartered stock savings bank (the "Conversion"). In conjunction with the Conversion, Cohoes Bancorp, Inc., the newly-formed corporation that will become the holding company for Cohoes Savings, is offering common shares in a subscription offering (the "Offering") to certain depositors and our Employee Stock Ownership Plan, pursuant to a Plan of Conversion. Because we believe you may be interested in learning more about the merits of the common shares of Cohoes Bancorp, Inc. as an investment, we are sending you the following materials which describe the Offering. PROSPECTUS: This document provides detailed information about operations at Cohoes Savings and the Offering. QUESTIONS AND ANSWERS: Key questions and answers about the Offering are found in this pamphlet. STOCK ORDER FORM & CERTIFICATION FORM: This form is used to purchase stock by returning it with your payment in the enclosed business reply envelope. The deadline for ordering stock is 12:00 noon, Eastern Time, on December xx, 1998. As a friend of Cohoes Savings, you will have the opportunity to buy common shares directly from Cohoes Bancorp, Inc. in the Conversion without paying a commission or a fee. If you have additional questions regarding the Conversion and the Offering, please call us at (518-) 235-4000 Monday through Friday from 9:00 a.m. to 5:00 p.m., or stop by the Stock Sales Center at 244 N. Mohawk Street, Cohoes, New York. We are pleased to offer you this opportunity to become a shareholder of Cohoes Bancorp, Inc. Best regards, Harry L. Robinson President and Chief Executive Officer THE COMMON SHARES BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES. THE OFFER IS MADE ONLY BY THE PROSPECTUS. November xx, 1998 Dear Member: We are pleased to announce that Cohoes Savings Bank ("Cohoes Savings") is converting from a state-chartered mutual savings bank to a state-chartered stock savings bank (the "Conversion"). In conjunction with the Conversion, Cohoes Bancorp, Inc., the newly-formed corporation that will become the holding company for Cohoes Savings, is offering common shares in a subscription offering (the "Offering") to certain of our depositors and our Employee Stock Ownership Plan, pursuant to a Plan of Conversion. To accomplish this Conversion, we need your participation in an important vote. Enclosed is a proxy statement describing the Plan of Conversion and your voting and subscription rights. Cohoes Savings' Plan of Conversion has been approved by the Superintendent of Banks of the State of New York and now must be approved by you. YOUR VOTE IS VERY IMPORTANT. Enclosed, as part of the proxy materials, is your proxy card, located behind the window of your mailing envelope. This proxy card should be signed and returned to us prior to the Special Meeting to be held on December xx, 1998. Please take a moment now to sign the enclosed proxy card and return it to us in the postage-paid envelope provided. FAILURE TO VOTE HAS THE SAME EFFECT AS VOTING AGAINST THE CONVERSION. The Board of Directors of Cohoes Savings feels that the Conversion will offer a number of advantages, such as an opportunity for depositors of Cohoes Savings to become shareholders. Please remember: o Your accounts at Cohoes Savings will continue to be insured up to the maximum legal limit by the Federal Deposit Insurance Corporation ("FDIC"). o There will be no change in the balance, interest rate, or maturity of any deposit accounts because of the Conversion, unless you choose to purchase shares using your account balances. o Members have a right, but no obligation, to subscribe for common shares before they are offered to the public. Voting for the Conversion does not obligate you to purchase stock. o Like all stock, the common shares issued in the Offering WILL NOT BE INSURED BY THE FDIC. Enclosed are materials describing the Offering. We urge you to read these materials carefully. If you are interested in purchasing the common shares of Cohoes Bancorp, Inc., your Stock Order Form and Certification Form and payment must be received by Cohoes Savings prior to 12:00 Noon, Eastern Time, on December xx, 1998. If you have additional questions regarding the Offering, please call us at (518) 235-4000, Monday through Friday from 9:00 a.m. to 5:00 p.m., or stop by the Stock Sales Center at 244 N. Mohawk Street, Cohoes, New York. Best regards, Harry L. Robinson President and Chief Executive Officer THE COMMON SHARES BEING OFFERED IN THIS OFFERING ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES. THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS. November xx, 1998 Dear Member: We are pleased to announce that Cohoes Savings Bank ("Cohoes Savings") is converting from a state-chartered mutual savings bank to a state-chartered stock savings bank (the "Conversion"). In conjunction with the Conversion, Cohoes Bancorp, Inc., the newly-formed corporation that will become the holding company for Cohoes Savings, is offering common shares in a subscription offering. Unfortunately, Cohoes Bancorp, Inc. is unable to either offer or sell its common shares to you because the small number of eligible subscribers in your jurisdiction makes registration or qualification of the common shares under the securities laws of your jurisdiction impractical, for reasons of cost or otherwise. Accordingly, this letter should not be considered an offer to sell or a solicitation of an offer to buy the common shares of Cohoes Bancorp, Inc. However, as a member of Cohoes Savings, you have the right to vote on the Plan of Conversion at the Special Meeting of Members to be held on December xx, 1998. Enclosed is a proxy card, a Proxy Statement (which includes the Notice of the Special Meeting), a Prospectus (which contains information incorporated into the Proxy Statement) and a return envelope for your proxy card. I invite you to attend the Special Meeting on December xx, 1998. However, whether or not you are able to attend, please complete the enclosed proxy card and return it in the enclosed envelope. Best Regards, Harry L. Robinson President and Chief Executive Officer November xx, 1998 Dear Prospective Investor: We are pleased to announce that Cohoes Savings Bank ("Cohoes Savings") is converting from a state-chartered mutual savings bank to a state-chartered stock savings bank (the "Conversion"). In conjunction with the Conversion, Cohoes Bancorp, Inc., the newly-formed corporation that will become the holding company for Cohoes Savings, is offering common shares in a subscription offering and community offering (collectively, the "Offering"). We have enclosed the following materials which will help you learn more about the merits of Cohoes Bancorp, Inc. as an investment. Please read and review the materials carefully. PROSPECTUS: This document provides detailed information about operations at Cohoes Savings and the Offering. QUESTIONS AND ANSWERS: Key questions and answers about the Offering are found in this pamphlet. STOCK ORDER FORM & CERTIFICATION FORM: This form is used to purchase common shares by returning it with your payment in the enclosed business reply envelope. The deadline for ordering common shares is 12:00 noon, Eastern Time, on December xx, 1998. We invite our loyal customers and local community members to become shareholders of Cohoes Bancorp, Inc.. Through the Offering you have the opportunity to buy common shares directly from Cohoes Bancorp, Inc., without paying a commission or a fee. If you have additional questions regarding the Conversion and the Offering, please call us at (518) 235-4000, Monday through Friday from 9:00 a.m. to 5:00 p.m., or stop by the Stock Sales Center at 244 N. Mohawk Street, Cohoes, New York. Best regards, Harry L. Robinson President and Chief Executive Officer THE COMMON SHARES BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES. THE OFFER IS MADE ONLY BY THE PROSPECTUS. FACTS ABOUT CONVERSION The Board of Directors of Cohoes Savings Bank ("Cohoes Savings") unanimously adopted a Plan of Conversion to convert from a state-chartered mutual savings bank to a state-chartered stock savings bank (the "Conversion"). This brochure answers some of the most frequently asked questions about the Conversion and about your opportunity to invest in common shares of Cohoes Bancorp, Inc. (the "Holding Company"), the newly-formed corporation that will become the holding company for Cohoes Savings following the Conversion. Investment in the common shares of Cohoes Bancorp, Inc. involves certain risks. For a discussion of these risks and other factors, including a complete description of the offering, investors are urged to read the accompanying Prospectus, especially the discussion under the heading "Risk Factors" on page xx. WHY IS COHOES SAVINGS CONVERTING TO STOCK FORM? - ----------------------------------------------- The stock form of ownership is used by most business corporations and an increasing number of savings institutions: o The stock form of organization offers many competitive advantages, including growth opportunities and increased capital levels. o The Conversion will permit the Bank's customers and members of the local community to become equity owners and to share in the future of the Company and the Bank. WILL THE CONVERSION AFFECT ANY OF MY DEPOSIT ACCOUNTS OR LOANS? - --------------------------------------------------------------- No. The Conversion and Merger will have no effect on the balance or terms of any savings account or loan, and your deposits will continue to be federally insured by the Federal Deposit Insurance Corporation ("FDIC") to the maximum legal limit. Your savings account is not being converted into stock. WHO IS ELIGIBLE TO PURCHASE COMMON SHARES IN THE SUBSCRIPTION OFFERING AND THE COMMUNITY OFFERING? - -------------------------------------------------------------------------------- Certain past and present depositors of Cohoes Savings and the Holding Company's Employee Stock Ownership Plan are eligible to purchase common shares in the subscription offering. HOW MANY COMMON SHARES ARE BEING OFFERED AND AT WHAT PRICE? - ----------------------------------------------------------- Cohoes Bancorp, Inc. is offering up to 9,257,500 common shares, subject to adjustment as described in the Prospectus, at a price of $10.00 per share through the Prospectus. HOW MANY SHARES MAY I BUY? - -------------------------- The minimum order is 25 common shares. The maximum amount of shares that a person may purchase in any particular priority category in the Offering is generally limited to 25,000 shares. No person, together with associates and persons acting in concert with such person, may purchase more than 1.0% of the common shares sold in the Offering. WILL THE COMMON SHARES BE INSURED? - ---------------------------------- No. Like any other common shares, the Holding Company's common shares will not be insured. DO MEMBERS HAVE TO BUY COMMON SHARES? - ------------------------------------- No. However, the Conversion will allow depositors of Cohoes Savings an opportunity to buy common shares and become shareholders of the holding company for the local financial institution with which they do business. HOW DO I ORDER COMMON SHARES? - ----------------------------- You must complete the enclosed Stock Order Form and Certification Form. Instructions for completing your Stock Order Form and Certification Form are contained in this packet. Your order must be received by 12:00 Noon, Eastern Time on December xx, 1998. HOW MAY I PAY FOR MY COMMON SHARES? - ----------------------------------- First, you may pay for common shares by check, cash or money order. Interest will be paid by Cohoes Savings on these funds at the passbook rate, which is currently 3.0%, from the day the funds are received until the completion or termination of the Conversion. Second, you may authorize us to withdraw funds from your deposit account or certificate of deposit at Cohoes Savings for the amount of funds you specify for payment. You will not have access to these funds from the day we receive your order until completion or termination of the Conversion. CAN I PURCHASE SHARES USING FUNDS IN MY COHOES SAVINGS IRA ACCOUNT? - ------------------------------------------------------------------- Federal regulations do not permit the purchase of common shares in connection with the Conversion from your existing Cohoes Savings IRA account. To accommodate our depositors, we have made arrangements with an outside trustee to allow such purchases. Please call our Stock Sales Center for additional information. WILL DIVIDENDS BE PAID ON THE COMMON SHARES? - -------------------------------------------- The Board of Directors of the Holding Company will consider whether to pay a cash dividend in the future, subject to regulatory limits and requirements. No decision has been made as to the amount or timing of such dividends, if any. HOW WILL THE COMMON SHARES BE TRADED? - ------------------------------------- The Holding Company's stock is expected to trade on The Nasdaq National Market under the symbol "XXXX." However, no assurance can be given that an active and liquid market will develop. ARE OFFICERS AND DIRECTORS OF COHOES SAVINGS PLANNING TO PURCHASE SHARES? - ------------------------------------------------------------------------- Yes! The officers and directors of Cohoes Savings plan to purchase, in the aggregate, $3,100,000 worth of shares or approximately 3.8% of the common shares offered at the maximum of the offering range. MUST I PAY A COMMISSION? - ------------------------ No. You will not be charged a commission or fee on the purchase of common shares in the Conversion. SHOULD I VOTE TO APPROVE THE PLAN OF CONVERSION? - ------------------------------------------------ Yes. Your "YES" vote is very important! PLEASE VOTE, SIGN AND RETURN ALL PROXY CARDS! WHY DID I GET SEVERAL PROXY CARDS? - ---------------------------------- If you have more than one account, you could receive more than one proxy card, depending on the ownership structure of your accounts. HOW MANY VOTES DO I HAVE? - ------------------------- Your proxy card(s) show(s) the number of votes you have. Every depositor is entitled to cast one vote for each $100, and a proportionate fractional vote for an amount of less than $100, on deposit as of the voting record date, up to 1,000 votes. MAY I VOTE IN PERSON AT THE SPECIAL MEETING? - -------------------------------------------- Yes, but we would still like you to sign and mail your proxy today. If you decide to revoke your proxy you may do so at any time before such proxy is exercised by executing and delivering a later dated proxy or by giving written notice of revocation or in person at the special meeting. Attendance at the special meeting will not, of itself, revoke a proxy. For Additional Information You May Call Our Stock Sales Center Monday through Friday 9:00 a.m. to 5:00 p.m. STOCK SALES CENTER (518) 235-4000 Cohoes Bancorp, Inc. 244 N. Mohawk Street Cohoes, New York 12047 - -------------------------------------------------------------------------------- QUESTIONS AND ANSWERS - -------------------------------------------------------------------------------- Cohoes Bancorp, Inc. [LOGO] THE COMMON SHARES BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES. THE OFFER IS MADE ONLY BY THE PROSPECTUS. PROXY GRAM We recently forwarded to you a proxy statement and related materials regarding a proposal to convert Cohoes Savings Bank from a state-chartered mutual savings bank to a state -chartered stock savings bank (the "Conversion"). Your vote on our Plan of Conversion has not yet been received. Failure to vote has the Same Effect as Voting Against the Conversion. Voting for the Conversion does not obligate you to purchase stock or affect the terms of insurance on your accounts. The Board of Directors unanimously recommends that you vote "FOR" the Conversion. Cohoes Savings Bank Cohoes, New York Harry L. Robinson chairman and Chief Executive Officer If you mailed the proxy, please accept our thanks and disregard this request. For further information call (518) 235-4000.