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[ROSLYN BANCORP, INC. LOGO APPEARS HERE]
ROSLYN + ROOSEVELT
A POWERFUL NEW COMMUNITY BANK...
NOW AND FOR THE NEW MILLENIUM
EXERCISE YOUR RIGHT--VOTE YOUR PROXY "FOR" THE MERGER
[GRAPHIC APPEARS HERE] FOR
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DEAR STOCKHOLDER:
We are very grateful for the interest and the support
being shown by our stockholders for the merger of Roslyn Bancorp
and T R Financial, the holding company for Roosevelt Savings.
This combination, which requires an affirmative vote by Roslyn's
stockholders, will create a powerful new regional banking
franchise. And unlike some mega-mergers, we will not compromise
the customer service excellence that has distinguished Roslyn
since its inception more than a century ago.
The new bank will retain the Roslyn name, have $7.7 billion in
assets, more than $4.1 billion in deposits, and 25 full-service
banking locations. It will be the fourth largest thrift
institution based in New York State and among the leaders in the
nation.
Combined, we believe we will have the capital strength,
significant branch presence, technological service delivery and
product breadth needed to compete successfully against any
competitor in any of our markets and to continue to provide you
with the products and personal service you've come to expect at
Roslyn.
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CONSIDERABLE POTENTIAL FOR ENHANCING STOCKHOLDER VALUE...
SUBSTANTIAL CAPACITY FOR FUTURE GROWTH...
A SIGNIFICANT FRANCHISE OF STRATEGICALLY POSITIONED LOCATIONS
The combined company represents an excellent opportunity for long
term stockholder value through maximizing the substantial capacity
for future growth, while capitalizing on the strategic advantages
of a larger and better positioned franchise.
The products, geographic distribution, strategy, cultures and
customer-driven focus of Roslyn and Roosevelt are compatible in
every way. As a result of this combination, Roslyn will be in its
best competitive position in its nearly 125-year history.
Our ability to deliver an encompassing range of consumer banking
and lending products through state-of-the-industry technology will
rival any financial institution in our markets. Our exceptional
customer service will continue to distinguish Roslyn from the
competition. This exciting new franchise represents a potent
combination committed to enhancing stockholder value through well-
managed growth -- A STRATEGY DESERVING STOCKHOLDERS' APPROVAL!
As chief executive of the new combined entity, and the person with
whom "the buck stops," I look forward to running this new,
powerful bank on your behalf. The management team is very grateful
for your support and looks forward to continued success for you
and our other stockholders.
JOSEPH L. MANCINO
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[GRAPH APPEARS HERE] FOR
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VOTE "FOR" THE MERGER TODAY:
Please mail in your proxy using the postage-paid return envelope.
You may vote over the phone by following the instructions attached
to your proxy card. For further assistance, call our proxy
solicitor, Kissel-Blake: 1-800-554-7733. All proxies must be
received by December 22, 1998.
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Statements contained in this document which are not historical
facts are forward-looking statements, as that term is defined in
the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risks and uncertainties
which could cause actual results to differ materially from those
currently anticipated due to a number of factors, which include,
but are not limited to, factors discussed in documents filed by
the Company with the Securities and Exchange Commission from time
to time.
A registration statement relating to the proposed merger has been
filed with the Securities and Exchange Commission and has become
effective. This communication shall not constitute an offer to
sell or the solicitation of an offer to buy the securities of
Roslyn Bancorp, Inc. or the solicitation of votes by stockholders
of Roslyn Bancorp, Inc. with respect to the proposed merger. Such
offer for sale and solicitation of votes is made only by the Joint
Proxy Statement/Prospectus.
[ROSLYN BANCORP, INC. LOGO APPEARS HERE]
