Exhibit 99.6

	RP®FINANCIAL, LC.
	Advisory | Planning | Valuation

June 10, 2014

Boards of Directors

Pathfinder Bancorp, MHC

Pathfinder Bancorp, Inc.

Pathfinder Bank

214 West First Street

Oswego, New York 13126

Re: Plan of Conversion and Reorganization

Pathfinder Bancorp, MHC

Pathfinder Bancorp, Inc.

Members of the Boards of Directors:

All capitalized terms not otherwise defined in this letter have the meanings given such terms in the Plan of Conversion and Reorganization (the “Plan”) adopted by the Boards of Directors of Pathfinder Bancorp, MHC (the “MHC”) and Pathfinder Bancorp, Inc. (the “Mid-Tier”). The Plan provides for the conversion of the MHC into the full stock form of organization. Pursuant to the Plan, the MHC will be merged into the Mid-Tier and the Mid-Tier will merge with Pathfinder Bancorp, Inc., a newly-formed Maryland corporation (the “Company”) with the Company as the resulting entity, and the MHC will no longer exist. As part of the Plan, the Company will sell shares of common stock in an offering that will represent the ownership interest in the Mid-Tier now owned by the MHC.

We understand that in accordance with the Plan, depositors will receive rights in a liquidation account maintained by the Company representing the amount of (i) the MHC’s ownership interest in the Mid-Tier’s total stockholders’ equity as of the date of the latest statement of financial condition used in the prospectus plus (ii) the value of the net assets of the MHC as of the date of the latest statement of financial condition of the MHC prior to the consummation of the conversion (excluding its ownership of the Mid-Tier). The Company shall continue to hold the liquidation account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain deposits in Pathfinder Bank. The liquidation accounts are designed to provide payments to depositors of their liquidation interests in the event of liquidation of Pathfinder Bank (or the Company and Pathfinder Bank).

In the unlikely event that either Pathfinder Bank (or the Company and Pathfinder Bank) were to liquidate after the conversion, all claims of creditors, including those of depositors, would be paid first, followed by distribution to depositors as of March 31, 2013 and depositors as of the last day of the calendar quarter immediately preceding the date on which the Federal Reserve Board (“FRB”) approves the MHC’s application for conversion, of the liquidation account maintained by the Company. Also, in a complete liquidation of both entities, or of Pathfinder Bank, when the Company has insufficient assets (other than the stock of Pathfinder Bank), to fund the liquidation account distribution due to Eligible Account Holders and Supplemental Eligible Account Holders and Pathfinder Bank has positive net worth, Pathfinder Bank shall immediately make a distribution to fund the Company’s remaining obligations under the liquidation account. The Plan further provides that if the Company is completely liquidated or sold apart from a sale or liquidation of Pathfinder Bank, then the rights of Eligible Account Holders and Supplemental Eligible Account Holders in the liquidation account maintained by the Company shall be surrendered and treated as a liquidation account in Pathfinder Bank, the bank liquidation account and depositors shall have an equivalent interest in such bank liquidation account, subject to the same rights and terms as the liquidation account.

Washington Headquarters
Three Ballston Plaza	Telephone:  (703) 528-1700
1100 North Glebe Road, Suite 600	Fax No.:  (703) 528-1788
Arlington, VA  22201	Toll Free No.:  (866) 723-0594
www.rpfinancial.com	E-Mail:  mail@rpfinancial.com

RP^® Financial, LC.

Boards of Directors

June 10, 2014

Page 2

Based upon our review of the Plan and our observations that the liquidation rights become payable only upon the unlikely event of the liquidation of Pathfinder Bank (or the Company and Pathfinder Bank), that liquidation rights in the Company automatically transfer to Pathfinder Bank in the event the Company is completely liquidated or sold apart from a sale or liquidation of Pathfinder Bank, and that after two years from the date of conversion and upon written request of the FRB, the Company will transfer the liquidation account and depositors’ interest in such account to Pathfinder Bank and the liquidation account shall thereupon become the liquidation account of Pathfinder Bank no longer subject to the Company’s creditors, we are of the belief that: the benefit provided by the Pathfinder Bank liquidation account supporting the payment of the liquidation account in the event the Company lacks sufficient net assets does not have any economic value at the time of the transactions contemplated in the first and second paragraphs above. We note that we have not undertaken any independent investigation of state or federal law or the position of the Internal Revenue Service with respect to this issue.

Sincerely,

RP^® Financial, LC.