This letter is to acknowledge receipt of your order form to purchase common stock offered by Pathfinder Bancorp, Inc. Please check the following information carefully to ensure that we have entered your order correctly. Each order is assigned an order priority described below. Acceptance of your order does not guarantee that you will receive the shares you have ordered. If there are not sufficient shares available to satisfy all subscriptions, the shares of common stock you will receive is subject to the allocation provisions of the Plan of Conversion and Reorganization, as well as other conditions and limitations described in the Pathfinder Bancorp, Inc. Prospectus dated August __, 2014. Refer to the Pathfinder Bancorp, Inc. Prospectus for further information regarding subscription priorities. Shares will be allocated first to categories in the subscription offering in the order of priority set forth below.

Following completion of the offering, allocation information, when available, will be released as soon as practicable on the following website: https://allocations.kbw.com/

(Depending on vote status and number of days until the special meeting of depositors, this can be mailed. It can be personalized, as shown - or it can be a short, non-personalized version printed on a postcard. Both alternatives allow quick mailing and quick receipt of the vote, because proxy cards and return envelopes are not enclosed.)

Not voting the Proxy Card(s) we mailed to you has the same effect as voting “Against” the Plan of Conversion and Reorganization.

Please take a few minutes to call the number shown below. A representative of ________________, our Independent Voting Agent, will record your confidential vote by phone. This is the quickest way to cast your vote. You do NOT need your Proxy Card in order to vote.

If you are unsure whether you voted, don’t worry. Your vote will not be counted twice.

[This notice should be printed by Pathfinder Bank, and should be placed in the branch lobby after the Stock Information Center opens. Position it in one or more ways: on an easel, on the front doors, on counters, at customer service/branch manager’s desk or electronically on the TVs in the branch.]

We would like to remind eligible depositors to vote on our Plan of Conversion and Reorganization.

This notice is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. The shares of common stock are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

This notice is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

[To encourage “late” voting. Tear-off phone number slips can accompany this poster. Generally, this poster is used after a Final Reminder Proxygram is mailed.]

Take a minute to call _______________, our Independent Voting Agent, at 1-(___) -___-____ (toll-free), Monday through Friday,

If you are unsure whether you voted already, please call. Your vote will not be counted twice!

You may have received a large white envelope containing a Proxy Card(s) to be used to vote on our organization’s Plan of Conversion and Reorganization. If you received a Proxy Card(s), but have not voted, please do so. If you have questions about voting, call our Information Center, toll-free, at 1-(877) ___-____, Monday through Friday, 10:00 a.m. to 4:00 p.m., Eastern Time.

Our depositors as of ___________, 2014 were mailed Proxy Card(s) and other materials requesting them to cast votes regarding our Plan of Conversion and Reorganization.

If you received Proxy Cards but have not voted, please vote by mail, or by following the telephone or Internet voting instructions on the Proxy Card(s). We hope that you will vote “FOR” the Plan. If you have questions about voting, please call our Information Center, toll-free, at 1-(877) ___-____, Monday through Friday, 10:00 a.m. to 4:00 p.m., Eastern Time.

Our depositors and stockholders as of __________, 2014 were mailed Proxy Card(s) and other materials requesting them to cast votes regarding our Plan of Conversion and Reorganization. If you have not yet voted, a quick way to do so is to click on the link below. This will link you to a confidential voting site.

Thank you for taking a few minutes to cast your vote online. Have your Proxy Card in hand so that you can enter online the 12 digit control number printed on your Proxy Card.

(This automatic dial message, meant to encourage depositors to open offering/proxy packages, will be used one time - right after the initial packages are mailed)

“Hello This is Tom Schneider, President and CEO of Pathfinder Bank calling with a quick message. Within the next few days, you will be receiving a package or packages from us about our stock offering and asking you to vote on an item of importance to our bank and our valued depositors. Please help us by opening the package and voting PROMPTLY. The materials will include a phone number to call if you have questions.

Thank you for voting. We appreciate your business and look forward to continuing to serve you as a customer of Pathfinder Bank.”

(Email reminder is best sent after initial contacts, but before most people will have discarded materials. Suggestion: email this on [Date].)

If you were a Pathfinder Bank depositor on _______________, 2014, you recently received a large white envelope containing proxy materials requesting your vote on our Plan of Conversion and Reorganization.

If you have not yet voted, please promptly vote each Proxy Card you received. None are duplicates! Proxy Cards describe the simple procedures for voting by mail, phone or Internet.

Without sufficient favorable votes, we cannot implement the Plan. NOT VOTING HAS THE SAME EFFECT AS VOTING "AGAINST" THE PLAN.

Please call our Information Center, toll-free, at 1-(877) ___-____, Monday through Friday, 10:00 a.m. to 4:00 p.m., Eastern Time.

PATHFINDER BANCORP, INC. [LOGO]

You’re Invited!

You are cordially invited to an Informational Meeting to learn

more about the offering of Pathfinder Bancorp, Inc. common

stock and the business of Pathfinder Bank.

Senior officers of Pathfinder Bank will present information

and answer your questions.

DATE

TIME

PLACE

ADDRESS

FOR RESERVATIONS, PLEASE CALL:

Pathfinder Bancorp, Inc.

Stock Information Center

toll-free at 1-(877)___-____ ,

From 10:00 a.m. to 4:00 p.m., Eastern Time,

Monday through Friday, except bank holidays.

This invitation is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Pathfinder Bancorp, Inc. is conducting an offering of its common stock. Shares may be purchased directly from Pathfinder Bancorp, Inc., without sales commission, during the offering period.

To an informational meeting to learn about the offering of Pathfinder Bancorp, Inc. common stock

To make a reservation or to receive a copy of the Prospectus and Stock Order Form,

This advertisement is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Pathfinder Bancorp, Inc. is conducting an offering of its common stock. Shares may be purchased directly from Pathfinder Bancorp, Inc., without sales commission, during the offering period.

This advertisement is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

I am pleased to tell you about an investment opportunity and, just as importantly, to request your vote. Pursuant to a Plan of Conversion and Reorganization (the “Plan”), our organization will convert from the mutual holding company to the stock holding company form of organization. To accomplish the conversion, Pathfinder Bancorp, Inc., newly formed to own Pathfinder Bank, is conducting an offering of shares of its common stock. Enclosed you will find a Prospectus, a Proxy Statement and a Questions and Answers Brochure describing the proxy vote, the offering and the Plan.

Your vote is extremely important for us to meet our goals. Although we have received conditional regulatory approval, the Plan is also subject to approval by Pathfinder Bank’s depositors. NOT VOTING YOUR ENCLOSED PROXY CARD(S) WILL HAVE THE SAME EFFECT AS VOTING “AGAINST” THE PLAN. Note that you may receive more than one Proxy Card, depending on the ownership structure of your accounts at Pathfinder Bank. Please vote all the Proxy Cards you receive — none are duplicates! To cast your vote, please sign and date each Proxy Card and return the card(s) in the Proxy Reply Envelope provided. Alternatively, you may vote by telephone or the Internet by following the simple instructions on the Proxy Card. Our Board of Directors urges you to vote “FOR” the Plan.

As an eligible Pathfinder Bank depositor, you have non-transferable rights, but no obligation, to purchase shares of common stock during our Subscription Offering before any shares are made available for sale to the general public. The common stock is being offered at $10.00 per share, and there will be no sales commission charged to purchasers during the offering.

Please read the enclosed materials carefully. If you are interested in purchasing shares of common stock, complete the enclosed Stock Order Form and return it with full payment. You may submit your Stock Order Form by overnight delivery to the indicated address on the Stock Order Form, by hand-delivery to Pathfinder Bank’s main office located at 214 West First Street, Oswego, New York, or by mail using the Stock Order Reply Envelope provided. Stock Order Forms and full payment must be received (not postmarked) before 2:00 p.m., Eastern Time, on ______________, 2014. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for guidance, because these orders require additional processing time.

I invite you to consider this opportunity to share in our future. Thank you for your continued support as a Pathfinder Bank depositor.

This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

from 10:00 a.m. to 4:00 p.m., Eastern Time, Monday through Friday, except bank holidays.

I am pleased to tell you about an investment opportunity. Pathfinder Bancorp, Inc., newly formed to own Pathfinder Bank, is offering shares of its common stock for sale at a price of $10.00 per share. No sales commission will be charged to purchasers during the offering.

Our records indicate that you were a depositor as of the close of business on either March 31, 2013 or June 30, 2014, whose account(s) was/were closed thereafter. As such, you have non-transferable rights, but no obligation, to subscribe for shares of common stock during our Subscription Offering before any shares are made available for sale to the general public.

Please read the enclosed materials carefully before making an investment decision. If you are interested in purchasing shares of common stock, complete the enclosed Stock Order Form and return it with full payment. You may submit your Stock Order Form by overnight delivery to the indicated address on the Stock Order Form, by hand-delivery to Pathfinder Bank’s main office located at 214 West First Street, Oswego, New York, or by mail using the Stock Order Reply Envelope provided. Stock Order Forms and full payment must be received (not postmarked) before 2:00 p.m., Eastern Time, on ____________, 2014. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for guidance, because these orders require additional processing time.

If you have questions about our organization or purchasing shares, please refer to the enclosed Prospectus and Questions and Answers Brochure, or call our Stock Information Center at the number shown below.

I invite you to consider this opportunity to share in our future as a Pathfinder Bancorp, Inc. stockholder.

from 10:00 a.m. to 4:00 p.m., Eastern Time, Monday through Friday, except bank holidays.

Please read the enclosed materials carefully before making an investment decision. If you are interested in purchasing shares of Pathfinder Bancorp, Inc. common stock, complete the enclosed Stock Order Form and return it with full payment. You may submit your Stock Order Form by overnight delivery to the indicated address on the Stock Order Form, by hand-delivery to Pathfinder Bank’s main office located at 214 West First Street, Oswego, New York, or by mail using the Stock Order Reply Envelope provided. Stock Order Forms and full payment must be received (not postmarked) before 2:00 p.m., Eastern Time, on ____________, 2014. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for guidance, because these orders require additional processing time.

I invite you to consider this opportunity to share in our future as a Pathfinder Bancorp, Inc. stockholder.

from 10:00 a.m. to 4:00 p.m., Eastern Time, Monday through Friday, except bank holidays.

Keefe, Bruyette & Woods, a Stifel Company has been retained by Pathfinder Bancorp, Inc. as selling agent in connection with the offering of Pathfinder Bancorp, Inc. common stock offering.

At the request of Pathfinder Bancorp, Inc., we are enclosing materials regarding the offering of shares of Pathfinder Bancorp, Inc. common stock. Included in this package is a Prospectus describing the stock offering. We encourage you to read the enclosed information carefully, including the “Risk Factors” section of the Prospectus.

If you have not yet voted the Proxy Card(s) we recently mailed
to you in a large white package,
please vote the enclosed replacement Proxy Card.

You may vote by mail using the enclosed envelope, or follow the
telephone or Internet voting instructions on the Proxy Card.

PLEASE JOIN YOUR BOARD OF DIRECTORS IN VOTING “FOR” THE PLAN OF CONVERSION AND REORGANIZATION (THE “PLAN”).

THE CONVERSION WILL CHANGE OUR FORM OF CORPORATE
ORGANIZATION, BUT WILL NOT RESULT IN CHANGES TO BANK STAFF,
MANAGEMENT OR YOUR DEPOSIT ACCOUNTS OR LOANS. DEPOSIT
ACCOUNTS WILL CONTINUE TO BE INSURED BY THE FDIC, UP TO THE
MAXIMUM LEGAL LIMITS.

If you receive more than one of these reminder mailings,
please vote each Proxy Card received. None are duplicates!

from 10:00 a.m. to 4:00 p.m., Eastern Time, Monday through Friday, except bank holidays.

Our records indicate that you have not voted the Proxy Card(s) we mailed to you.

You may receive a courtesy telephone call. Please feel free to ask questions.

If you receive more than one of these reminder mailings,
please vote each Proxy Card received. None are duplicates!

From 10:00 a.m. to 4:00 p.m., Eastern Time, Monday through Friday,
except bank holidays.

Please note: Implementing the Plan will not affect your deposit accounts or loans at Pathfinder Bank. Deposit accounts will continue to be insured by the FDIC, up to the maximum legal limits. Voting does not require you to purchase common stock during the offering.

From 10:00 a.m. to 4:00 p.m., Eastern Time, Monday through Friday,
except bank holidays.

This pamphlet answers questions about our conversion and stock offering. Investing in shares of common stock involves certain risks. Before making an investment decision, please read the enclosed Prospectus carefully, including the “Risk Factors” section.

GENERAL — THE CONVERSION

Our Board of Directors has determined that the conversion and reorganization is in the best interests of our organization, our customers and the communities we serve.

What is the conversion and offering?

Under our Plan of Conversion and Reorganization (the “Plan”), our organization is converting from the partially public mutual holding company form of ownership to the fully public stock holding company form of ownership. At March 31, 2014, Pathfinder Bancorp, MHC owned 60.4% of the common stock of Pathfinder Bancorp, Inc. (“Pathfinder-Federal”). The remaining 39.6% of the common stock was owned by public stockholders. As a result of the conversion, our newly formed corporation, also named Pathfinder Bancorp, Inc. (“New Pathfinder”) will own Pathfinder Bank. Shares of common stock of New Pathfinder representing the ownership interest of Pathfinder Bancorp, MHC in Pathfinder-Federal, as adjusted for the assets of Pathfinder Bancorp, MHC., are currently being offered for sale.

At the completion of the conversion, public stockholders of Pathfinder-Federal will exchange their shares of common stock for newly issued shares of common stock of New Pathfinder, maintaining their approximate percentage ownership in our organization immediately prior to the conversion, as adjusted for the assets of Pathfinder Bancorp, MHC.

At the completion of the conversion, 100% of the common stock of New Pathfinder will be owned by public stockholders. Pathfinder Bancorp, MHC’s shares of Pathfinder-Federal will be cancelled, and Pathfinder- Federal and Pathfinder Bancorp, MHC will cease to exist.

What are the reasons for the conversion and offering?

Our primary reasons for converting to the fully public stock form of ownership and undertaking the stock offering are to: (i) support organic growth (ii) improve the liquidity of our shares of common stock; (iii) enhance our regulatory capital position; (iv) eliminate the uncertainties associated with the mutual holding company structure under financial reform legislation; (v) transition us to a more familiar and flexible organizational structure; and (vi) facilitate future mergers and acquisitions.

Is Pathfinder Bank considered “well-capitalized” for regulatory purposes?

Yes. As of June 30, 2014, Pathfinder Bank was considered “well-capitalized” for regulatory purposes.

Will customers notice any change in Pathfinder Bank’s day-to-day activities as a result of the conversion and offering?

No. It will be business as usual. The conversion is an internal change in our corporate structure. There will be no change to our Board of Directors, management, and staff as a result of the conversion. Pathfinder Bank will continue to operate as an independent bank.

Will the conversion and offering affect customers’ deposit accounts or loans?

No. The conversion and offering will not affect the balance or terms of deposits or loans, and deposits will continue to be federally insured by the Federal Deposit Insurance Corporation up to the maximum legal limits. Deposit accounts will not be converted to stock.

THE PROXY VOTE

Although we have received conditional regulatory approval, the Plan is also subject to approval by stockholders and voting depositors.

Q. Why should I vote “For” the Plan?

Your vote “For” the Plan is extremely important to us. Each depositor of Pathfinder Bank received a Proxy Card attached to a Stock Order Form. These depositor packages also include a Proxy Statement describing the Plan. The Plan cannot be implemented without stockholder and depositor approval.

Our Board of Directors believes that converting to a fully public ownership structure will best support our future growth.

Voting does not obligate you to purchase common stock during the offering.

What happens if I don’t vote?

Your vote is very important. Proxy Cards not voted will have the same effect as voting “Against” the Plan.

Without sufficient favorable votes, we cannot complete the conversion and the related stock offering.

How do I vote?

Mark your vote, sign and date each Proxy Card enclosed and return the card(s) in the enclosed Proxy Reply Envelope. Alternatively, you may vote by Internet or telephone, by following the simple instructions on the Proxy Card. PLEASE VOTE PROMPTLY. NOT VOTING HAS THE SAME EFFECT AS VOTING “AGAINST” THE PLAN. Telephone and Internet voting are available 24 hours a day.

How many votes are available to me?

Depositors at the close of business on _________, 2014 are entitled to one vote for each $100 or fraction thereof on deposit. However, no depositor may cast more than 1,000 votes. Proxy Cards are not imprinted with your number of votes; however, votes will be automatically tallied by computer.

Why did I receive more than one Proxy Card?

If you had more than one deposit account on __________, 2014, you may have received more than one Proxy Card, depending on the ownership structure of your accounts. There are no duplicate cards — please promptly vote all the Proxy Cards sent to you.

More than one name appears on my Proxy Card. Who must sign?

The names reflect the title of your deposit account. Proxy Cards for joint accounts require the signature of only one of the account holders. Proxy Cards for trust or custodian

accounts must be signed by the trustee or the custodian, not the listed beneficiary.

THE STOCK OFFERING AND PURCHASING SHARES

How many shares are being offered and at what price?

New Pathfinder is offering for sale between 1,700,000 and 2,300,000 shares of common stock (subject to increase to 2,645,000 shares) at $10.00 per share. No sales commission will be charged to purchasers.

Who is eligible to purchase stock during the stock offering?

A. Pursuant to our Plan, non-transferable rights to subscribe for shares of New Pathfinder common stock in the Subscription Offering have been granted in the following descending order of priority:

Priority #1 — Depositors of Pathfinder Bank with aggregate balances of at least $50 at the close of business on March 31, 2013;

Priority #2 — Our tax-qualified employee benefit plans;

Priority #3 — Depositors of Pathfinder Bank with aggregate balances of at least $50 at the close of business on June 30, 2014; and

Priority #4 — Depositors of Pathfinder Bank at the close of business on __________, 2014.

Shares not sold in the Subscription Offering may be offered for sale to the public in a Community Offering, with a preference given to natural persons including trusts of natural persons residing in Oswego, Onondaga, Madison, Oneida, Cortland, Lewis, Jefferson, Cayuga and Wayne Counties, New York and then to Pathfinder- Federal public stockholders as of __________, 2014. Remaining shares may be offered to members of the general public.

Shares not sold in the Subscription and Community Offerings may be offered for sale to the general public through a Syndicated Offering.

I am eligible to subscribe for shares of common stock in the Subscription Offering but am not interested in investing. May I allow someone else to use my Stock Order Form to take advantage of my priority as an eligible account holder?

No...subscription rights are non-transferable! Only those eligible to subscribe in the Subscription Offering, as listed above, may purchase shares in the Subscription Offering. To preserve subscription rights, the shares may only be registered in the name(s) of eligible account holder(s). On occasion, unscrupulous people attempt to persuade account holders to transfer subscription rights, or to purchase shares in the offering based on an understanding that the shares will be subsequently transferred to others. Participation in such schemes is against the law and may subject involved parties to prosecution. If you become aware of any such activities, please notify our Stock Information Center promptly so that we can take the necessary steps to protect our eligible account holders’ subscription rights in the offering.

How may I buy shares during the Subscription and Community Offerings?

Shares can be purchased by completing a Stock Order Form and returning it, with full payment, so that it is received (not postmarked) before the offering deadline. You may submit your Stock Order Form by overnight delivery to the indicated address on the Stock Order Form, by hand-delivery to Pathfinder Bank’s main office located at 214 West First Street, Oswego, New York, or by mail using the Stock Order Reply Envelope provided. Please do not mail Stock Order Forms to Pathfinder Bank’s banking offices.

What is the deadline for purchasing shares?

To purchase shares in the Subscription and Community Offerings, you must deliver a properly completed, signed Stock Order Form, with full payment, so that it is received (not postmarked) before 2:00 p.m., Eastern Time, on __________, 2014. Acceptable methods for delivery of Stock Order Forms are described above.

How may I pay for the shares?

Payment for shares can be remitted in two ways:

(1)

By personal check, bank check or money order, made payable to Pathfinder Bancorp, Inc. These will be deposited upon receipt. We cannot accept wires or third party checks. Pathfinder Bank line of credit checks may not be remitted for this purchase. Please do not mail cash!

(2)

By authorized deposit account withdrawal of funds from your Pathfinder Bank deposit account(s). The Stock Order Form section entitled “Method of Payment — Deposit Account Withdrawal” allows you to list the account number(s) and amount(s) to be withdrawn. Funds designated for direct withdrawal must be in the account(s) at the time the Stock Order Form is received. You may not authorize direct withdrawal from accounts with check-writing privileges. Please submit a check instead. If you request direct withdrawal from such accounts, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account(s). Also, IRA or other retirement accounts held at Pathfinder Bank may not be listed for direct withdrawal. See information on retirement accounts below.

Q. Will I earn interest on my funds?

Yes. If you pay by personal check, bank check or money order, you will earn interest at a rate of ____% per annum from the date we process your payment until the completion of the conversion and offering. At that time, you will be issued a check for interest earned on funds. If you pay for shares by authorizing a direct withdrawal from your Pathfinder Bank deposit account(s), your funds will continue earning interest within the account, at the account’s contractual rate. The interest will remain in your account(s) when the designated withdrawal is made, upon completion of the conversion and offering.

Are there limits to how many shares I can order?

Yes. The minimum order is 25 shares ($250). The maximum number of shares that may be purchased by a person or entity is 25,000 shares ($250,000). Additionally, no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than 50,000 shares ($500,000) in all categories of the offerings combined.

More detail on purchase limits, including the definition of “associate” and “acting in concert,” can be found in the Prospectus section entitled “The Conversion and Offering — Additional Limitations on Common Stock Purchases.”

May I use my Pathfinder Bank individual retirement account (“IRA”) to purchase shares?

You may use funds currently held in retirement accounts with Pathfinder Bank. However, before you place your stock order, the funds you wish to use must be transferred to a self-directed retirement account maintained by an independent trustee or custodian, such as a brokerage firm. If you are interested in using IRA or any other retirement funds held at Pathfinder Bank or elsewhere, please call our Stock Information Center as soon as possible for guidance, but preferably at least two weeks before the __________, 2014 offering deadline. Your ability to use such funds for this purchase may depend on time constraints, because this type of purchase requires additional processing time, and may be subject to limitations imposed by the institution where the funds are held.

May I use a loan from Pathfinder Bank to pay for shares?

No. Pathfinder Bank, by regulation, may not extend a loan for the purchase of New Pathfinder common stock during the offering. Similarly, you may not use existing Pathfinder Bank line of credit checks to purchase stock during the offering.

May I change my mind after I place an order to subscribe for stock?

No. After receipt, your executed Stock Order Form cannot be modified or revoked without our consent, unless the offering is terminated or is extended beyond ______________, 2014 or the number of shares of common stock to be sold is increased to more than 2,645,000 shares or decreased to less than 1,700,000 shares.

Are directors and executive officers of Pathfinder Bank planning to purchase stock?

Yes! Directors and executive officers, together with their associates, are expected to subscribe for an aggregate of 226,500 shares ($2,265,000) or approximately 13.3% of the shares to be sold in the offering at the minimum of the offering range.

Will the stock be insured?

No. Like any common stock, New Pathfinder stock will not be insured.

Will dividends be paid on the stock?

Following completion of the conversion, New Pathfinder intends to pay cash dividends on a quarterly basis.

Initially, we expect the quarterly dividends to be $0.03 per share, which equals $0.12 per share on an annualized basis and an annual yield of 1.2% based on a price of $10.00 per share.

The dividend rate and the initial and continued payment of dividends will depend on a number of factors, including our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. We cannot assure you that any such dividends will not be reduced or eliminated in the future.

How will New Pathfinder shares trade?

Upon completion of the conversion and offering, New Pathfinder shares will replace the existing shares of Pathfinder-Federal and will trade on the Nasdaq Capital Market under the symbol “PBHC.” Once the shares have begun trading, you may contact a brokerage or other firm offering investment services in order to buy or sell New Pathfinder shares in the future.

If I purchase shares during the Subscription and Community Offerings, when will I receive my shares?

All shares of New Pathfinder common stock sold in the Subscription and Community Offerings will be issued in book-entry form on the books of our transfer agent, through the Direct Registration System. Paper stock certificates will not be issued. As soon as practicable after completion of the stock offering, our transfer agent will send, by first class mail, a statement reflecting your stock ownership.

THE SHARE EXCHANGE

What is the share exchange?

The outstanding shares of Pathfinder-Federal common stock held by public stockholders at the completion date of the conversion and stock offering will be exchanged for newly issued shares of New Pathfinder common stock. The number of shares of New Pathfinder common stock to be received by stockholders will depend on the number of shares sold in the offering. Although the shares of New Pathfinder common stock will have begun trading, brokerage firms may require that you have received your stock ownership statement prior to selling your shares. Your ability to sell shares of common stock prior to your receipt of this statement will depend on arrangements you may make with a brokerage firm.

WHERE TO GET MORE INFORMATION

How can I get more information?

For more information, refer to the enclosed Prospectus or call our Stock Information Center, toll-free, at 1-(877) ___-____, from 10:00 a.m. to 4:00 p.m., Eastern Time, Monday through Friday. The Stock Information Center is not open on bank holidays.

This brochure is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other government agency.

Stock Registration (please review carefully)	Other Order Information:
Name1	Batch #: _____
Name2	Order #: _____
Street1	Number of Shares Requested: _________
Street2	Offering Category: _____
City, State Zip	(subject to verification; see descriptions below)
Ownership:
Social Security / Tax ID #: