ROSLYN BANCORP INC, DEF 14A, 1999-04-19

ROSLYN BANCORP INC
DEF 14A, 1999-04-19
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED

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<PAGE>

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Roslyn Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

-------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:
<PAGE>

[ROSLYN LOGO HERE]
1400 OLD NORTHERN BOULEVARD
ROSLYN, NEW YORK 11576
(516) 621-6000

April 19, 1999

Fellow Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders of
Roslyn Bancorp, Inc., the holding company for The Roslyn Savings Bank. The
Annual Meeting will be held on May 19, 1999, at 9:00 a.m., Eastern time, at the
Milleridge Cottage, 585 North Broadway, Jericho, New York.

The attached Notice of the Annual Meeting and the Proxy Statement describe
the formal business to be transacted at the Annual Meeting. Directors and
officers of Roslyn Bancorp, Inc., as well as a representative of KPMG LLP, the
Company's independent auditors, will be present at the Annual Meeting to respond
to any questions that our stockholders may have regarding the business to be
transacted.

The Board of Directors of Roslyn Bancorp, Inc. has determined that the
matters to be considered at the Annual Meeting are in the best interests of the
Company and its stockholders. FOR THE REASONS SET FORTH IN THE PROXY STATEMENT,
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH MATTER TO BE
CONSIDERED.

PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. YOUR COOPERATION
IS APPRECIATED SINCE A MAJORITY OF THE COMPANY'S COMMON STOCK MUST BE
REPRESENTED, EITHER IN PERSON OR BY PROXY, TO CONSTITUTE A QUORUM FOR THE
CONDUCT OF BUSINESS.

On behalf of the Board of Directors and all of the employees of the Company
and the Bank, we thank you for your continued interest and support.

Sincerely yours,

/s/ Joseph L. Mancino /s/ John M. Tsimbinos
Joseph L. Mancino John M. Tsimbinos
President, Chief Executive Officer and Chairman of the Board
Vice Chairman of the Board
<PAGE>

ROSLYN BANCORP, INC.
1400 OLD NORTHERN BOULEVARD
ROSLYN, NEW YORK 11576
__________________________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 19, 1999
__________________________________

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Roslyn
Bancorp, Inc. (the "Company") will be held on May 19, 1999, at 9:00 a.m.,
Eastern time, at the Milleridge Cottage, 585 North Broadway, Jericho, New York.

The purpose of the Annual Meeting is to consider and vote upon the
following matters:

1. the election of five Directors to three-year terms of office each;

2. the ratification of certain amendments to the Roslyn Bancorp, Inc.
1997 Stock-Based Incentive Plan;

3. the approval of the Roslyn Bancorp, Inc. Annual Incentive Plan;

4. the amendment to the Company's Certificate of Incorporation to
increase from 100,000,000 to 200,000,000 the number of authorized
shares of Roslyn Bancorp, Inc. common stock, par value $0.01 per
share;

5. the ratification of the appointment of KPMG LLP as independent
auditors of the Company for the fiscal year ending December 31, 1999;
and

6. such other matters as may properly come before the Annual Meeting and
at any adjournments thereof, including whether or not to adjourn the
Annual Meeting.

The Board of Directors has established March 30, 1999 as the record date
for the determination of stockholders entitled to receive notice of and to vote
at the Annual Meeting and at any adjournments thereof. Only record holders of
the Company's common stock as of the close of business on the record date will
be entitled to vote at the Annual Meeting or at any adjournments thereof. In
the event there are not sufficient votes to constitute a quorum, or to approve
or ratify any of the foregoing proposals at the time of the Annual Meeting, the
Annual Meeting may be adjourned in order to permit further solicitation of
proxies by the Company. A list of stockholders entitled to vote at the Annual
Meeting will be available at Roslyn Bancorp, Inc., 1400 Old Northern Boulevard,
Roslyn, New York 11576, for a period of 10 days prior to the Annual Meeting and
will also be available at the Annual Meeting.

By Order of the Board of Directors

/s/ R. Patrick Quinn
R. Patrick Quinn
Corporate Secretary
Roslyn, New York
April 19, 1999
<PAGE>

ROSLYN BANCORP, INC.
_______________________

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 19, 1999
_______________________

SOLICITATION AND VOTING OF PROXIES

This Proxy Statement is being furnished to stockholders of Roslyn
Bancorp, Inc. ("Roslyn" or the "Company") in connection with the solicitation by
the Board of Directors of proxies to be used at the Annual Meeting of
Stockholders to be held on May 19, 1999, and at any adjournments thereof. This
Proxy Statement is first being mailed to record holders on or about April 19,
1999.

Regardless of the number of shares of common stock owned, it is
important that holders of a majority of the shares be represented by proxy or in
person at the Annual Meeting. Please vote by completing the enclosed proxy card
and returning it signed and dated in the enclosed postage-paid envelope. PROXIES
SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN ACCORDANCE WITH THE
DIRECTIONS GIVEN THEREIN. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXIES
WILL BE VOTED "FOR" THE APPROVAL AND RATIFICATION OF THE SPECIFIC PROPOSALS
PRESENTED IN THIS PROXY STATEMENT.

Other than the matters listed on the attached Notice of Annual Meeting
of Stockholders, the Board of Directors knows of no additional matters that will
be presented for consideration at the Annual Meeting. EXECUTION OF A PROXY,
HOWEVER, CONFERS ON THE DESIGNATED PROXY HOLDERS DISCRETIONARY AUTHORITY TO VOTE
THE SHARES IN ACCORDANCE WITH THEIR BEST JUDGMENT ON SUCH OTHER BUSINESS, IF
ANY, THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND AT ANY ADJOURNMENTS
THEREOF, INCLUDING WHETHER OR NOT TO ADJOURN THE ANNUAL MEETING.

You may revoke your proxy at any time prior to its exercise by filing
a written notice of revocation with the Corporate Secretary of the Company, by
delivering to the Company a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person. However, if you are a
stockholder whose shares are not registered in your own name, you will need
appropriate documentation from the holder of record to vote personally at the
Annual Meeting.

The cost of the solicitation of proxies on behalf of management will
be borne by the Company. In addition to the solicitation of proxies by mail,
Kissel-Blake Inc., a proxy solicitation firm, will assist the Company in
soliciting proxies for the Annual Meeting and will be paid a fee of $5,000, plus
out-of-pocket expenses. Proxies may also be solicited personally or by
telephone by Directors, officers and other employees of the Company and its
subsidiaries, without additional compensation therefor. The Company will also
request persons, firms and corporations holding shares in their names, or in the
name of their nominees, which are beneficially owned by others, to send proxy
material to and obtain proxies from such beneficial owners, and will reimburse
such holders for their reasonable expenses in doing so.

VOTING SECURITIES

The securities which may be voted at the Annual Meeting consist of
shares of common stock of the Company, with each share entitling its owner to
one vote on all matters to be voted on at the Annual Meeting, except as
described below. There is no cumulative voting for the election of Directors.
<PAGE>

The Board of Directors has fixed the close of business on March 30, 1999 as
the record date (the "Record Date") for the determination of stockholders of
record entitled to notice of and to vote at the Annual Meeting and at any
adjournments thereof. The total number of shares of common stock outstanding
and entitled to vote on the Record Date was 76,929,145 shares.

As provided in the Company's Certificate of Incorporation, record holders
of common stock who beneficially own in excess of 10% of the outstanding shares
of common stock (the "Limit") are not entitled to any vote with respect to the
shares held in excess of the Limit. A person or entity is deemed to
beneficially own shares owned by an affiliate of, as well as persons acting in
concert with, such person or entity. The Company's Certificate of Incorporation
authorizes the Board of Directors (i) to make all determinations necessary to
implement and apply the Limit, including determining whether persons or entities
are acting in concert, and (ii) to demand that any person who is reasonably
believed to beneficially own stock in excess of the Limit to supply information
to the Company to enable the Board of Directors to implement and apply the
Limit.

The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of common stock entitled to vote (after
subtracting any shares in excess of the Limit pursuant to the Company's
Certificate of Incorporation) is necessary to constitute a quorum at the Annual
Meeting. In the event that there are not sufficient votes to constitute a
quorum, or to approve or ratify any proposal at the time of the Annual Meeting,
the Annual Meeting may be adjourned in order to permit the further solicitation
of proxies.

As to the election of Directors, the proxy card being provided by the Board
of Directors enables a stockholder to vote "FOR" the election of the nominees
proposed by the Board of Directors, or to "WITHHOLD" authority to vote for one
or more of the nominees being proposed. Under Delaware law and the Company's
Bylaws, Directors are elected by a plurality of votes cast, without regard to
either (i) broker "non-votes" or (ii) proxies as to which authority to vote for
one or more of the nominees being proposed is withheld. A broker "non-vote"
occurs when a nominee holder of common stock for a beneficial owner does not
vote on a particular proposal because the nominee does not have discretionary
voting power with respect to that item and has not received instructions from
the beneficial owner.

As to the ratification of certain amendments to the Roslyn Bancorp, Inc.
1997 Stock-Based Incentive Plan, by checking the appropriate box, a stockholder
may (i) vote "FOR" the item; (ii) vote "AGAINST" the item; or (iii) "ABSTAIN"
from voting on such item. The ratification of certain amendments to the Roslyn
Bancorp, Inc. 1997 Stock-Based Incentive Plan will require a majority of the
votes cast by Roslyn stockholders. Shares as to which the "ABSTAIN" box has
been selected on the proxy card will be counted as present and entitled to vote
and have the effect of a vote against the matter. In contrast, shares
underlying broker non-votes or in excess of the Limit will have no effect on the
vote on the item.

As to the approval of the Roslyn Bancorp, Inc. Annual Incentive Plan, by
checking the appropriate box, a stockholder may (i) vote "FOR" the item; (ii)
vote "AGAINST" the item; or (iii) "ABSTAIN" from voting on such item. The
approval of the Roslyn Bancorp, Inc. Annual Incentive Plan will require a
majority of the votes cast by Roslyn stockholders. Shares as to which the
"ABSTAIN" box has been selected on the proxy card will be counted as present and
entitled to vote and have the effect of a vote against the matter. In contrast,
shares underlying broker non-votes or in excess of the Limit will have no effect
on the vote on the item.

2
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As to the amendment to the Certificate of Incorporation to increase the
number of authorized shares of Roslyn Bancorp, Inc. common stock, by checking
the appropriate box, a stockholder may (i) vote "FOR" the item; (ii) vote
"AGAINST" the item; or (iii) "ABSTAIN" from voting on such item. The approval
of the amendment to the Certificate of Incorporation will require the
affirmative vote of a majority of the votes entitled to vote at the Annual
Meeting. An abstention is counted as a vote against the proposal and a broker
non-vote is counted as a vote against the proposal.

As to the ratification of the appointment of KPMG LLP as independent
auditors of the Company and all other matters that may properly come before the
Annual Meeting, by checking the appropriate box, a stockholder may: (i) vote
"FOR" the item; (ii) vote "AGAINST" the item; or (iii) "ABSTAIN" from voting on
such item. Under the Company's Bylaws, the affirmative vote of a majority of
the votes cast at the Annual Meeting is required to constitute stockholder
ratification of this proposal and all other matters that may properly come
before the Annual Meeting. Accordingly, shares as to which the "ABSTAIN" box
has been selected on the proxy card will not be counted as votes cast for
purposes of Delaware law and the Company's Bylaws. Shares underlying broker
non-votes or in excess of the Limit will not be counted as votes cast and will
have no effect.

Proxies solicited hereby will be returned to the Company's transfer agent,
Registrar and Transfer Company. The Board of Directors has designated Registrar
and Transfer Company to act as inspectors of election and tabulate the votes at
the Annual Meeting. Registrar and Transfer Company is not otherwise employed
by, or a Director of, the Company or any of its affiliates. After the final
adjournment of the Annual Meeting, the proxies will be returned to the Company
for safekeeping.

If you are a participant in The Roslyn Savings Bank Employee Stock
Ownership Plan, the Roslyn Bancorp, Inc. 1997 Stock-Based Incentive Plan, The
Roslyn Savings Bank 401(k) Plan, the T R Financial Corp. Employee Stock
Ownership Plan, the Roosevelt Savings 401(k) Plan, or the Roosevelt Savings
Supplemental Executive Retirement Plan, you will receive separate proxy cards
for the shares of common stock you own through each of those plans. Each such
proxy card you receive will serve as a voting instruction card for the trustees
or administrators of those plans in which you have shares of common stock
credited to your account. If you own shares through any of these plans and do
not vote, the respective plan trustees will vote the shares in accordance with
the terms of the respective plans.

3
<PAGE>

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

PROPOSAL 1. ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of 15 Directors
and is divided into three classes. Each of the 15 members of the Board of
Directors also presently serves as a Director of The Roslyn Savings Bank (the
"Bank"), which is a wholly owned subsidiary of the Company. Directors are
elected for staggered terms of three years each, with the term of office of only
one of the three classes of Directors expiring each year. Directors serve until
their successors are elected and qualified.

The five nominees proposed for election at this Annual Meeting are John R.
Bransfield, Jr., Maureen E. Clancy, Thomas A. Doherty, Victor C. McCuaig and
John P. Nicholson. Ms. Clancy is one of five former directors of T R Financial
Corp. and Roosevelt Savings Bank who were elected to the Board of Directors in
February 1999 in accordance with the terms of the Company's agreement to acquire
T R Financial Corp. Under that agreement, T R Financial Corp. selected five
members of its Board of Directors, who were approved by the Company, to become
members of the Company's and the Bank's Boards. As of February 16, 1999, the
Boards of Directors of the Company and the Bank were increased from 10 to 15
members to accommodate these new Board members. These new members were placed
within the three classes of existing Directors. Ms. Clancy was the only former
T R Financial Corp. and Roosevelt Savings Bank director appointed to the class
of Directors whose term expires at the 1999 Annual Meeting. The four other
former directors of the T R Financial Corp. Board of Directors who were
appointed to the Board are John M. Tsimbinos, Leonard Genovese, A. Gordon Nutt
and Spiros J. Voutsinas. The agreement that governed the election of the former
T R Financial Corp. directors to the Company's and the Bank's Boards does not
require that these persons be re-elected to the Company's Board at this Annual
Meeting. Except as described above, no person being nominated as a Director is
being proposed for election pursuant to any agreement or understanding between
any such person and the Company. Mr. Doherty was appointed to the Board of
Directors in February 1999 to fill the vacancy that occurred pursuant to the
retirement of Floyd N. York.

Directors are elected by a plurality of votes cast. In the event that any
such nominee is unable to serve, or declines to serve for any reason, it is
intended that the proxies will be voted for the election of such other person as
may be designated by the present Board of Directors. The Board of Directors has
no reason to believe that any of the persons named will be unable or unwilling
to serve. UNLESS AUTHORITY TO VOTE FOR THE NOMINEE IS WITHHELD, IT IS INTENDED
THAT THE SHARES REPRESENTED BY THE ENCLOSED PROXY CARD, IF EXECUTED AND
RETURNED, WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES PROPOSED BY THE BOARD
OF DIRECTORS.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE
NOMINEES NAMED IN THIS PROXY STATEMENT.

4
<PAGE>

INFORMATION WITH RESPECT TO THE NOMINEES, CONTINUING DIRECTORS AND CERTAIN
EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth, as of the Record Date, the names of the
nominees, continuing Directors and "Named Executive Officers" of the Company (as
defined below); their ages; a brief description of their recent business
experience, including present occupations and employment; certain Directorships
held by each; the year in which each became a Director; and the year in which
their terms (or in the case of the nominees, their proposed terms) as Director
of the Company expire. The table also sets forth the amount of common stock and
the percent thereof beneficially owned by each Director and Named Executive
Officer and all Directors and executive officers, as a group, as of the Record
Date. "Named Executive Officers" are all individuals who have served either as
the Company's Chief Executive Officer or acted in a similar capacity, during the
last completed fiscal year, plus the Company's four most highly compensated
executive officers who received salary and bonus in excess of $100,000, other
than its chief executive officer, and who were serving as executive officers on
December 31, 1998. John R. Bransfield, Jr. is included in the following table
as a Director of the Company and also is one of its four most highly compensated
executive officers.

John R. Bransfield, Jr. 57 1998 2002 192,296 *
Senior Executive Vice President of
the Company; Senior Executive Vice
President and Chief Operating
Officer of the Bank commencing in
1999. Mr. Bransfield was Vice
President of the Company and
Executive Vice President and Senior
Lending Officer of the Bank from
1996 until 1999. Mr. Bransfield was
Senior Vice President and Senior
Lending Officer of the Bank from
1993 until 1996.

Thomas A. Doherty 61 1999 2002 500 *
Mr. Doherty is the Chief
Administrative Officer of First
Quality Enterprises, Inc., in Great
Neck, New York, a manufacturer of
hygiene-related products. He is the
retired Chairman, President and
Chief Executive Officer of Fleet
Bank and a member of the Board of
Directors of Long Island Power
Authority and of St. Joseph College
in Brooklyn, New York.
</TABLE>

5
<PAGE>

Victor C. McCuaig 70 1970 2002 68,620 *
Of counsel to and former partner in
Payne, Wood & Littlejohn, general
counsel to the Bank.

John P. Nicholson 74 1975 2002 74,970 *
Chairman of Nicholson & Galloway, a
Long Island, New York construction
firm specializing in roofing
construction. Mr. Nicholson also
serves as an advisory director of
The Bank of New York, Long Island
Division.

CONTINUING DIRECTORS

Joseph L. Mancino 61 1991 2001 403,426 *
Vice Chairman of the Board commencing
in 1999, President and Chief
Executive Officer, and former
Chairman of the Board, of the
Company since 1996; Chairman of the
Board, President and Chief Executive
Officer of the Bank since 1993. Mr.
Mancino also serves as a director of
the Institutional Investors Mutual
Fund, a diversified open end mutual
fund, the Community Bankers
Association of New York State and
the Savings Bank Life Insurance
Fund. Mr. Mancino has been a
Trustee of Long Island University
since 1997. He has been a member of
the
</TABLE>

6
<PAGE>

John M. Tsimbinos 61 1999 2001 2,747,074 3.6
Chairman of the Board of the Company
and Vice Chairman of the Board of
the Bank commencing in 1999. Until
the Company's acquisition of T R
Financial Corp. in February 1999,
Mr. Tsimbinos had been the Chairman
of the Board and Chief Executive
Officer of Roosevelt Savings Bank
since 1992. He also served as the
Chairman of the Board and Chief
Executive Officer of T R Financial
Corp. since its inception in 1993.
He serves on various committees of
the Community Bankers Association of
New York State. Mr. Tsimbinos is a
director of Institutional Investors
Capital Appreciation Fund, Inc. He
also serves on the board of Golden
Eagle Sales Corp., a wholly owned
subsidiary of Columbian Mutual Life
Insurance Company, and the advisory
board of the Neighborhood Housing
Services of New York City, Inc. Mr.
Tsimbinos is a former director and
Vice Chairman of the Federal Home
Loan Bank of New York and a former
Chairman of its Executive Committee.
</TABLE>

7
<PAGE>

Robert G. Freese 69 1988 2001 54,664 *
Retired Vice Chairman and Chief
Financial Officer of Grumman
Corporation, a defense contractor.

A. Gordon Nutt 64 1999 2001 673,045 *
Executive Vice President and Special
Transition Officer of the Company
and the Bank. Until the Company's
acquisition of T R Financial Corp.
in February 1999, Mr. Nutt had been
President and Chief Administrative
Officer of Roosevelt Savings Bank
since 1992, a director of Roosevelt
Savings Bank since 1991, and
President, Chief Administrative
Officer and a director of T R
Financial Corp. since 1993.

Thomas J. Calabrese, Jr. 57 1994 2000 51,177 *
Vice President, Daniel Gale Agency,
Inc.; retired Managing Director -
Human Resources, NYNEX Corporation,
a telecommunications firm.

Spiros J. Voutsinas 65 1999 2000 175,483 *
Until the Company's acquisition of
T R Financial Corp. in February 1999,
Mr. Voutsinas was a director of
Roosevelt Savings Bank since 1992
and a director of T R Financial
Corp. since 1993. Mr. Voutsinas is
President of Omega Capital, Inc., a
real estate development and
syndication firm, and a general
partner of Omega Partners LP, a
money management firm specializing
in bank stocks. He is a member of
the board of the
</TABLE>

8
<PAGE>

Leonard Genovese 64 1999 2000 150,061 *
Until the Company's acquisition of
T R Financial Corp. in February 1999,
Mr. Genovese was a director of
Roosevelt Savings Bank since 1992
and a director of T R Financial
Corp. since 1993. Mr. Genovese also
served as President and Chief
Executive Officer of Genovese Drug
Stores, Inc. He is a board member
of St. Christopher-Ottilie Services
for Children and Families, the
National Association of Chain Drug
Stores, Kellwood Company, AID Auto
Stores, The Stephan Company and the
National Center for Disability
Services.

Dr. Edwin W. Martin, Jr. 67 1994 2000 53,063 *
President Emeritus and a director of
the National Center for Disability
Services, a non-profit education,
rehabilitation and research
corporation since 1994. Prior to
1994, Dr. Martin was President and
Chief Executive Officer of the
National Center for Disability
Services. Dr. Martin is currently a
director of the National Captioning
Institute, a non-profit agency, a
director of Interboro Mutual
Indemnity Insurance Company, an
insurance company, and a director of
Pall Corp., a manufacturer of
industrial filters.

Richard C. Webel 47 1995 2000 56,677 *
Managing Director, Innocenti & Webel,
an architectural firm.
</TABLE>

9
<PAGE>

NAMED EXECUTIVE OFFICERS
WHO ARE NOT DIRECTORS

Michael P. Puorro 39 -- -- 130,965 *
Treasurer and Chief Financial Officer
of the Company since 1996; Executive
Vice President and Chief Financial
Officer of the Bank commencing in
1999. Mr. Puorro was a Senior Vice
President and Chief Financial
Officer of the Bank from 1996 until
1999. From 1994 until 1996, he was
Vice President and Chief Financial
Officer of the Bank and before 1994
was Vice President and Treasurer of
the Bank. Mr. Puorro has been
employed by the Bank since 1992.

John L. Klag 41 -- -- 120,716 *
Executive Vice President and
Investment Officer of the Bank
commencing in 1999. Mr. Klag was
Senior Vice President and Investment
Officer of the Bank from 1996 until
1999. Before 1996, he was Vice
President and Investment Officer of
the Bank. Mr. Klag has been
employed by the Bank since 1993.

Arthur W. Toohig 56 -- -- 132,946 *
Senior Vice President and Human
Resources Officer of the Bank since
1992. Mr. Toohig retired from the
Bank, effective January 31, 1999.
</TABLE>

10
<PAGE>

<TABLE>
<CAPTION>
AMOUNT
AND NATURE OF OWNERSHIP
EXPIRATION BENEFICIAL AS A
NAME AND PRINCIPAL OCCUPATION DIRECTOR OF TERM AS OWNERSHIP PERCENT
AT PRESENT AND FOR PAST FIVE YEARS AGE SINCE(1) DIRECTOR (2)(3)(4)(5)(6)(7) OF CLASS (8)
- ---------------------------------- --- -------- ---------- ------------------ ------------
<S> <C> <C> <C> <C> <C>
Directors and executive officers as a -- -- -- 5,669,344(5)(6) 7.4%
group (24 persons)
</TABLE>
______________
* Represents less than 1.0% of the Company's voting securities.
(1) Includes years of service as a Director of the Bank.
(2) The figures shown include unvested shares awarded under the Roslyn Bancorp,
Inc. 1997 Stock-Based Incentive Plan, as follows: Mr. Swiggett, 27,331
shares; Mr. Freese, 27,331 shares; Mr. Calabrese, 25,341 shares; Dr. Martin,
25,341 shares; Mr. Webel, 25,341 shares; Mr. McCuaig, 27,480 shares; and Mr.
Nicholson, 27,480 shares. Such awards will vest each year on September 2.
All such shares will have fully vested on September 2, 2003. Each
participant has voting, but not dispositive, power as to these shares.
(3) The figures shown include unvested shares awarded under the 1997 Stock-Based
Incentive Plan as follows: Mr. Mancino, 145,454 shares; Mr. Bransfield,
80,910 shares; Mr. Puorro, 50,000 shares; Mr. Toohig, 50,000 shares; and Mr.
Klag, 50,000 shares. Such awards will vest each year on September 2. All
such awards will have become fully vested on September 2, 2003. The figures
shown also include shares awarded under the 1997 Stock-Based Incentive Plan
(other than as reflected above) as follows, and which vest based upon the
achievement of certain specified performance objectives, but in no event
later than September 2, 2002: Mr. Mancino, 30,000 shares; Mr. Bransfield,
13,333 shares; Mr. Puorro, 6,267 shares; Mr. Toohig, 6,267 shares; and Mr.
Klag, 6,267 shares.
(4) The figures shown include shares in which individuals have a right to
acquire beneficial ownership by the exercise of stock options, within 60
days of March 30, 1999, pursuant to the 1997 Stock-Based Incentive Plan
(and, in the case of Messrs. Tsimbinos, Nutt, Voutsinas, Genovese and Ms.
Clancy, the T R Financial Corp. 1993 Incentive Stock Option Plan or the T R
Financial Corp. 1993 Stock Option Plan for Outside Directors) as follows:
Mr. Mancino, 118,917 shares; Mr. Bransfield, 64,572 shares; Mr. Puorro,
38,189 shares; Mr. Klag, 38,189 shares; Mr. Toohig, 38,189 shares; Mr.
Tsimbinos, 1,317,182 shares; Mr. Nutt, 399,033 shares; Ms. Clancy, 93,214
shares; Mr. Voutsinas, 9,840 shares; and Mr. Genovese, 98,749 shares; and
all Directors and executive officers, as a group, 2,168,259 shares.
(5) The figures shown include shares held in trust pursuant to The Roslyn
Savings Bank Employee Stock Ownership Plan (the "Roslyn ESOP") (and, in the
cases of Messrs. Tsimbinos and Nutt, the T R Financial Corp. Employee Stock
Ownership Plan and Trust formerly sponsored by T R Financial Corp.) that
have been allocated, as of December 31, 1998, to individual accounts as
follows: Mr. Mancino, 2,885 shares; Mr. Bransfield, 2,662 shares; Mr.
Puorro, 2,581 shares; Mr. Klag, 2,439 shares; Mr. Toohig, 2,720 shares; Mr.
Tsimbinos, 43,343 shares; Mr. Nutt, 43,343 shares; and all Directors and
executive officers, as a group, 104,885 shares. Such persons have sole
voting power, but no investment power, except in limited circumstances, as
to such shares. The figures shown do not include 3,313,436 shares held in
trust pursuant to the Roslyn ESOP that have not been allocated to any
individual's account and as to which the members of the Roslyn ESOP
Committee (consisting of Mr. Mancino, Mr. Klag, Mr. Puorro and Mary Ellen
McKinley, the Bank's Human Resources Officer) may be deemed to share
investment power, thereby causing each such person to be deemed a beneficial
owner of such shares. Each of the members of the Roslyn ESOP Committee and
the participants included in the table disclaims beneficial ownership of the
unallocated shares in the Roslyn ESOP. The Personnel Committee of the Bank
(the "Personnel Committee") (consisting of Mr. Calabrese, Mr. Freese, Dr.
Martin, Mr. Nicholson and Mr. Swiggett, all of whom are outside Directors)
supervises, and must approve the decisions of the Roslyn ESOP Committee with
respect to its decisions that relate to the Roslyn ESOP, including any
proposed amendment to the Roslyn ESOP and any proposed change in the
trustees or other fiduciaries of the Roslyn ESOP. Each of the members of
the Personnel Committee disclaims beneficial ownership of the unallocated
shares in the Roslyn ESOP.
(6) The figures shown include shares held in the trust of the Roslyn 401(k) Plan
(and, in the cases of Messrs. Tsimbinos and Nutt, the 401(k) plan formerly
sponsored by Roosevelt Savings Bank), as to which each person identified has
shared voting and investment power as follows: Mr. Mancino, 27,872 shares;
Mr. Bransfield, 3,974 shares; Mr. Puorro, 8,530 shares; Mr. Klag, 2,788
shares; Mr. Toohig, 17,269 shares; Mr. Tsimbinos, 122,225 shares; and Mr.
Nutt, 59,737 shares; and all Directors and executive officers, as a group,
256,024 shares.
(7) The figures shown include shares over which individuals share voting and
investment power (other than as disclosed in Notes 4 and 5, above), as
follows: Mr. Mancino, 29,539 shares; Mr. Swiggett, 3,000 shares; Mr.
Calabrese, 100 shares; Dr. Martin, 286 shares; Mr. McCuaig, 4,000 shares;
Mr. Nicholson, 2,000 shares; Mr. Bransfield, 1,403 shares; Mr. Puorro, 100
shares; Mr. Klag, 2,900 shares; Mr. Toohig, 2,263 shares; Mr. Tsimbinos,
51,300 shares; Mr. Nutt, 10,000 shares; Mr. Voutsinas, 9,766 shares; and Ms.
Clancy, 14,789 shares; and all executive officers and Directors, as a group,
131,891 shares.
(8) Percentages with respect to each person or group of persons have been
calculated on the basis of 76,929,145 shares of Roslyn common stock, the
number of shares of Roslyn common stock outstanding and entitled to vote as
of March 30, 1999, plus the number of shares of Roslyn common stock which
such person or group of persons has the right to acquire within 60 days
after the Record Date by the exercise of stock options.

11
<PAGE>

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's executive officers and Directors, and persons who own
more than 10% of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the SEC. Executive officers,
Directors and greater than 10% stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.

Based solely on a review of copies of such reports of ownership furnished
to the Company, or written representations that no forms were necessary, the
Company believes that during the past fiscal year, its executive officers,
Directors and greater than 10% beneficial owners complied with all applicable
filing requirements, except for Director Nicholson, who filed one late Form 4
due to an administrative error.

MEETINGS AND COMMITTEES OF THE BOARDS OF THE COMPANY AND THE BANK

The Board of Directors of the Company conducts its business through
meetings of the Board of Directors and through activities of its committees.
During fiscal 1998, the Board of Directors of the Company held 16 meetings. All
of the Directors of the Company attended at least 75% of the total number of the
Company's Board meetings held and committee meetings on which such Directors
served during fiscal 1998. The Board of Directors of the Company maintains three
committees. The nature and composition of these committees are described below.

AUDIT COMMITTEE. The Audit Committee of the Company consists of Messrs.
Freese, Swiggett, Nicholson and Webel, who are outside Directors. The Audit
Committee reviews audit reports and management's actions regarding the
implementation of audit findings and reviews compliance with all relevant laws
and regulations. The Audit Committee of the Company performs the same functions
as the Examining Committee of the Bank and consists of the same Directors. The
Examining Committee met four times in fiscal 1998.

COMPENSATION COMMITTEE. The Compensation Committee of the Company consists
of Messrs. Calabrese, Freese, Swiggett, Nicholson and Martin. The Compensation
Committee establishes compensation and benefits for the executive officers and
reviews the incentive compensation programs when necessary. The Compensation
Committee is also responsible for establishing certain guidelines and limits for
compensation for other salaried officers and employees of the Company and the
Bank. The Compensation Committee met six times in fiscal 1998. In making
determinations concerning compensation for officers and other employees of the
Company and the Bank, the Compensation Committee consults with the Personnel
Committee of the Bank, which consists of the same Directors who are members of
the Compensation Committee.

NOMINATING COMMITTEE. The Nominating Committee of the Company recommends
persons to fill vacancies on the Board of Directors and reviews the structure
and operation of the Board of Directors. The Nominating Committee currently
consists of Messrs. Calabrese, McCuaig, Mancino, Martin, Swiggett and Tsimbinos.
The Nominating Committee met one time in fiscal 1998.

DIRECTORS' COMPENSATION

DIRECTORS' FEES. Directors of the Company receive fees of $1,700 per Board
meeting attended and $800 per committee meeting attended, unless such meetings
are held consecutively with Board or committee

12
<PAGE>

meetings of the Bank, in which case the Directors of the Company receive no
fees. Directors of the Bank also receive fees of $1,700 per Board meeting
attended and $800 per committee meeting attended. Members of the Advisory Board,
which is comprised of the members of the T R Financial Corp. Board of Directors
who did not become Directors of the Company or the Bank, will receive an annual
retainer fee equal to the estimated average fees payable during the year
(including annual or retainer fees and fees for attending Board or committee
meetings) to a member of the Board of Directors. The function of the Advisory
Board is to advise the Company with respect to deposit and lending activities in
T R Financial Corp.'s former market area and to maintain and develop customer
relationships.

STOCK-BASED INCENTIVE PLAN. On September 2, 1997, each outside Director of
the Company and the Bank was granted 25,000 shares of restricted stock ("Stock
Awards") and Non-Statutory Stock Options, as defined on page 24 of this
document, to purchase 62,500 shares of common stock (with limited rights),
(collectively, the "1997 Directors' Awards") under the Company's 1997 Stock-
Based Incentive Plan. The 1997 Directors' Awards began vesting in five equal
annual installments on September 2, 1998. In addition, on February 19, 1998,
each outside Director of the Company and the Bank (as of September 1, 1997) was
granted Non-Statutory Stock Options to purchase 37,500 shares of common stock
(with limited rights) and Stock Awards (collectively, the "1998 Directors'
Awards"). The 1998 Directors' Awards began vesting in five equal annual
installments on February 19, 1999. The limited rights provide, in the event of
a change in control, a lump sum cash payment equal to the difference between the
exercise price of the related option and the fair market value of the shares of
common stock subject to the option on the date of exercise, less any applicable
tax withholding. The Non-Statutory Stock Option awards have exercise prices of
$22.50 (with respect to 1997 Directors' Awards) and $22.00 (with respect to 1998
Directors' Awards). All options granted under the Company's 1997 Stock-Based
Incentive Plan expire 10 years from the date of grant. In the event an outside
Director ceases service due to death or disability, all awards granted to the
Director under the Plan will immediately vest or become exercisable and remain
exercisable for a period of three years.

EXECUTIVE COMPENSATION

The report of the Compensation Committee and the stock performance graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act,
except to the extent that the Company specifically incorporates this information
by reference, and shall not otherwise be deemed filed under such Acts.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION. Under rules
established by the SEC, the Company is required to provide certain data and
information in regard to the compensation and benefits provided to the Chief
Executive Officer and other executive officers of the Company and the Bank for
the year ended December 31, 1998. Recommendations regarding all of the
components of the compensation paid to executive officers of the Company and the
Bank are made by the Compensation Committee of the Company's Board of Directors
and the Personnel Committee of the Bank's Board of Directors, respectively, and
are approved by the appropriate Board. The Board of Directors did not reject or
modify in any material way any of the recommendations of the Committee during
fiscal 1998. Each member of the Committee is a non-employee Director.

A description of the policies and procedures that were utilized to
determine executive compensation levels for fiscal 1998 follows.

13
<PAGE>

For 1998, the Committee operated under a policy to structure executive
compensation in a manner intended to limit the likelihood that current
compensation would exceed the limits for deductibility prescribed by Section
162(m) of the Internal Revenue Code, as amended (the "Code"). This policy will
continue to be operative for 1999; however, the Compensation Committee retains
discretion to make future exceptions to this policy, and in determining whether
to do so, the Compensation Committee may consider a number of factors, including
the Company and the Bank's tax position, the materiality of amounts likely to be
involved and any potential ramifications of the loss of flexibility to respond
to unforeseeable changes in circumstances.

COMPENSATION POLICIES AND PROCEDURES. The Compensation Committee is
responsible for reviewing management's recommendations for compensation and
benefits for officers and employees, including officers and employees of the
Bank. It is the responsibility of the Committee to recommend to the full Board
of Directors the amount and composition of executive compensation paid to the
executive officers, including the President and Chief Executive Officer. It is
the responsibility of the Board of Directors to review and consider such
compensation recommendations of the Committee.

Management is faced continually with competitive and economic challenges.
The Committee believes that, if the Company is to be successful, its
compensation programs must be structured to attract and retain the highest
quality employees available. The Company's executive compensation programs are
intended to provide incentives that will reward managers for achieving superior
levels of performance which strengthen the Company and enhance stockholder
value.

The Committee annually reviews and evaluates base salary and annual bonuses
for all executive officers, and in conducting such reviews places primary
consideration upon the recommendations by the President and Chief Executive
Officer, along with the rationale for such recommendations, with the exception
of the compensation review of the President and Chief Executive Officer. The
President and Chief Executive Officer does not participate in the Committee's
decision as to his compensation package.

In establishing individual compensation levels, the Committee considers the
Company's overall objectives and performance, peer group comparisons and
individual performance. No precise numerical formula is used to determine an
executive's salary. The Company's overall performance, and the achievement of
financial and business objectives are considered. Increases in compensation are
recommended based on strong individual performance in relationship to Company
and individual goals.

To determine whether executive salary levels are within appropriate market
norms, the Committee examines and takes into account applicable compensation
levels among a representative peer group of financial services institutions in
the regional and local markets. For 1998, the Company relied on, among other
things, a compensation survey (the "KPMG Survey") prepared by KPMG LLP ("KPMG")
of compensation levels for officers and employees at other similarly situated
financial services institutions operating in the State of New York, including
the Metropolitan New York City area. KPMG compared both base and total cash
compensation levels, taking into account the relative size and financial
performance of the representative companies and the level and scope of
responsibility of the various employee positions in comparison to the Company.
KPMG concluded that the compensation levels for executive officers of the
Company generally were below those of the representative peer group executive
officers.

To achieve the compensation objectives established by the Committee, the
Company's executive compensation program consists of two main elements, base
salary and bonus, which comprise annual compensation. In addition, executive
officers participate in other benefit plans available to all employees,

14
<PAGE>

including the retirement plan, the Roslyn ESOP, the 1997 Stock-Based Incentive
Plan and the Roslyn 401(k) Plan, and may be selected to participate in
supplemental benefit plans.

BASE SALARIES. Salaries recommended by the Committee are intended to be
consistent and competitive with the practices of comparable financial services
institutions and each executive's level of responsibility. The Committee
generally utilizes internal and/or external surveys of compensation paid to
executive officers performing similar duties for depository institutions and
their holding companies with particular focus on the level of compensation paid
by comparable peer institutions. Adjustments also reflect the performance of
the executive and any increased responsibility assumed by the executive.

In February 1998, the Committee recommended increases in base compensation
for all officers of the Company and the Bank. This decision was based in part
on the KPMG Survey, which included an analysis of executive officer compensation
for a group of peer institutions, including institutions from within the
Company's primary market areas, and the financial performance of such
institutions in comparison to the Company. KPMG concluded that the base
salaries paid to officers by the Company and the Bank were generally below those
of the peer group officers. After a thorough discussion, the Boards of
Directors of the Company and the Bank determined in March 1998, to increase the
base salaries of the officers of the Company and the Bank, including each Named
Executive Officer, by an average of 5% effective April 1, 1998. The Boards of
Directors determined that such increase was necessary and appropriate to make
the Company's and the Bank's employees' compensation levels more compatible with
the levels paid to officers of similarly situated peer financial services
institutions and their respective holding companies.

BONUS. For fiscal year 1998, the Company did not maintain a structured
cash bonus plan; however, the Personnel Committee did deem it appropriate to pay
a discretionary cash bonus. In July 1998, the Boards of Directors of the
Company and the Bank, based on the recommendations of the Personnel Committee,
approved the payment of a 20% cash bonus for all employees of the Bank (except
the Chief Executive Officer, Executive Vice President and six Senior Vice
Presidents of the Bank) hired prior to February 1, 1998, with a lesser amount to
be paid to employees hired between February 1, 1998 and June 30, 1998, and no
bonus for those hired after June 30, 1998. The Boards also approved the
Personnel Committee's recommendations for payment of a discretionary cash bonus
to the Chief Executive Officer, Executive Vice President and six Senior Vice
Presidents of the Bank, based on the overall performance of the Bank in certain
categories measured by the Company, including earnings, interest expense and
expense ratios, among others, as well as based on the varying responsibilities
of each of the officers and the Company's status as a publicly traded company.
The Personnel Committee noted that for 1997 the Company had return on average
assets of 1.29%, return on average stockholders' equity of 6.57%, operating
expenses to average assets of 1.41% and an efficiency ratio of 42%, among other
things. The Bank's earnings exceeded that of the Bank's peer group financial
institutions. The amount of each respective cash bonus was based on a
percentage of the eligible officer's salary, 50%, 40% and 35% for the Chief
Executive Officer, Executive Vice President and Senior Vice Presidents,
respectively. Based on information provided to the Boards by KPMG, it was
determined that these incentive bonuses were less than the market median for the
Bank's peer group, including 21% less in the case of the cash bonus paid to the
Chief Executive Officer.

Pursuant to the 1997 Stock-Based Incentive Plan of the Company, certain of
the awards granted to the Named Executive Officers thereunder vested in May 1998
based on the achievement of goals set forth under the plan.

CHIEF EXECUTIVE OFFICER COMPENSATION. The compensation of the Chief
Executive Officer during 1998 consisted of the same elements as for other senior
executives, including base salary and bonus. The

15
<PAGE>

Compensation Committee set Mr. Mancino's base salary at $520,000 effective April
1, 1998. This represents an increase of $20,000, or 4%, over his 1997 base
salary. In establishing his base salary, the Committee reviewed Mr. Mancino's
performance for the prior year and also considered the Company's financial and
business performance, including net income and profitability, as well as the
total cash compensation paid to chief executive officers of similarly situated
peer financial services institutions as reflected in the KPMG Survey. The
Committee did not assign weights or ranking to factors regarding this
performance, but instead made subjective determinations based on consideration
of all related factors in the Company's business performance.

As noted above, Mr. Mancino was also paid a discretionary cash bonus of
$260,000 for fiscal 1998. The Committee, in determining an appropriate 1998
bonus for Mr. Mancino, considered his leadership of the Company and the
continued success of the Bank, as demonstrated by, among other things, continued
strong earnings and other criteria as discussed above. The bonus paid to Mr.
Mancino was made in accordance and consistent with the KPMG Survey and KPMG's
recommendations in view of bonus compensation paid to chief executive officers
of similarly situated peer financial services institutions.

THE COMPENSATION COMMITTEE

Thomas J. Calabrese, Jr.
Robert G. Freese
Dr. Edwin W. Martin, Jr.
John P. Nicholson
James E. Swiggett

16
<PAGE>

STOCK PERFORMANCE GRAPH. The following graph shows a comparison of total
stockholder return on the Company's common stock, based on the market price of
the common stock with the cumulative total return of companies in The Nasdaq
Market Index and the MG Index for Savings and Loans for the period beginning on
January 13, 1997, the date Roslyn common stock began trading on the Nasdaq Stock
Market, through December 31, 1998. The graph was derived from a very limited
period of time, and, as a result, may not be indicative of possible future
performance of the Company's common stock. The data was supplied by Media
General Financial Services.

Comparative Total Returns
Roslyn Bancorp, Inc., The Nasdaq Market Index and
The MG Index For Savings and Loans

[GRAPH APPEARS HERE]

<TABLE>
<CAPTION>
Summary

1/13/97 12/31/97 12/31/98
------- -------- --------
<S> <C> <C> <C>
Roslyn Bancorp, Inc. 100.00 232.50 221.11
Nasdaq Market Index 100.00 122.67 172.52
MG Index For Savings and Loans 100.00 172.31 147.39
</TABLE>

Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end is not a trading
day, the preceding trading day is used.
D. The index level for all series is set at 100.000 on 1/13/97, the first day
of trading for Roslyn Bancorp, Inc. common stock. For Roslyn Bancorp, Inc.
the index commenced with the closing on the first day of trading for
Roslyn Bancorp, Inc. common stock of $15.00 per share.

<PAGE>

SUMMARY COMPENSATION TABLE. The following table sets forth the cash
compensation paid by the Bank, as well as certain other compensation paid or
accrued for services rendered in all capacities during the years ended December
31, 1998, 1997 and 1996, to the Chief Executive Officer and the Named Executive
Officers. Mr. Tsimbinos did not become Chairman of the Board of Directors of
the Company until February 16, 1999. Therefore, his compensation is not
included in this table. In addition, Mr. Toohig retired as an executive officer
of the Company and the Bank as of January 31, 1999.

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION AWARDS
------------------------------------ -----------------------------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING ALL OTHER
SALARY BONUS COMPENSATION STOCK AWARDS OPTIONS/SARS COMPENSATION
NAME AND PRINCIPAL POSITIONS YEAR ($) ($) ($)(2) ($)(3) (#)(4) ($)(5)
- ------------------------------ ---- -------- -------- ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph L. Mancino............... 1998 $515,385 $260,000 $-- $ -- -- $14,037
Chairman of the Board of 1997 497,692 2,500 -- 5,273,519 518,545 86,438
Directors, President and Chief 1996 403,846 404 -- -- -- 31,116
Executive Officer

John R. Bransfield, Jr.......... 1998 $259,692 $104,800 $-- $ -- -- $ 8,682
Executive Vice President and 1997 258,462 1,500 -- 2,816,459 288,841 52,036
Senior Lending Officer 1996 173,015 144,000 -- -- -- 23,779

Michael P. Puorro............... 1998 $151,538 $ 53,580 $-- $ -- -- $ 528
Senior Vice President and Chief 1997 150,769 400 -- 1,671,675 175,334 46,083
Financial Officer 1996 100,019 83,475 -- -- -- 16,082

John L. Klag.................... 1998 $141,431 $ 50,000 $-- $ -- -- $ 754
Senior Vice President and 1997 140,673 300 -- 1,671,675 175,334 39,411
Investment Officer 1996 101,100 87,610 -- -- -- 16,268

Arthur W. Toohig................ 1998 $139,308 $ 49,000 $-- $ -- -- $ 5,098
Senior Vice President and Human 1997 140,789 -- -- 1,671,675 175,334 53,792
Resources Officer 1996 101,992 86,580 -- -- -- 22,117
</TABLE>

__________________
(1) Under Annual Compensation, the column titled "Salary" includes amounts
deferred by the Named Executive Officer under the Bank's 401(k) Plan and the
column titled "Bonus" consists of cash bonuses, attendance bonuses, loan
referral bonuses and recruitment bonuses.
(2) For 1998, 1997 and 1996, there were no: (a) perquisites over the lesser of
$50,000 or 10% of the individual's total salary and bonus for the year; (b)
payments of above-market preferential earnings on deferred compensation; (c)
payments of earnings with respect to long-term incentive plans prior to
settlement or maturation; (d) tax payment reimbursements; or (e)
preferential discounts on stock.
(3) Includes Stock Awards granted under the 1997 Stock-Based Incentive Plan
consisting of 181,818, 101,138, 62,500, 62,500 and 62,500 shares awarded to
Messrs. Mancino, Bransfield, Puorro, Toohig and Klag, respectively, which
began vesting in five equal annual installments on September 2, 1998 and
45,000, 20,000, 9,400, 9,400 and 9,400 shares awarded to Messrs. Mancino,
Bransfield, Puorro, Toohig and Klag, respectively, which will vest not later
than September 2, 2002, but may vest earlier based on the achievement of
certain specified performance objectives. When shares become vested and are
distributed, the recipients will also receive an amount equal to the
accumulated cash and stock dividends with respect thereto, plus earnings
thereon. As of December 31, 1998, the market value of the 226,818, 121,138,
71,900, 71,900 and 71,900 shares awarded to Messrs. Mancino, Bransfield,
Puorro, Toohig and Klag was $3,772,261, $2,026,225, $1,209,741, $1,209,741
and $1,209,741, respectively, based on a closing stock price of $21.50.
(4) Includes options granted under the 1997 Stock-Based Incentive Plan. See
"Proposal 2. Ratification of Certain Amendments to the Roslyn Bancorp, Inc.
1997 Stock-Based Incentive Plan" for discussion of the terms of such options
granted under the 1997 Stock-Based Incentive Plan.
(5) For 1998, such amounts include: (a) $9,828, $6,300, $528, $3,290, and $754
of imputed income from group term life insurance on behalf of Messrs.
Mancino, Bransfield, Puorro, Toohig and Klag, respectively; and (b) $4,209,
$2,382 and $1,808 of imputed income relating to the use of company
automobiles by Messrs. Mancino, Bransfield and Toohig, respectively. Such
amounts do not include the value of 1998 allocations under the Roslyn ESOP,
which had not been determined as of the Record Date. For 1997, such amounts
include $50,035, $42,639, $40,750, $37,452, and $43,984; and for 1996
include $11,500, $13,005, $13,005, $13,005 and $13,005 for Messrs. Mancino,
Bransfield, Puorro, Klag and Toohig, respectively, which represent the value
of allocations made under the Roslyn ESOP.

18
<PAGE>

EMPLOYMENT AGREEMENTS

The Company and/or the Bank have entered into amended and restated
employment agreements with Messrs. Mancino, Bransfield, Puorro and Klag, and two
other senior officers (individually, the "Executive"), which became effective as
of March 22, 1999, (the "Employment Agreements"). The Employment Agreements are
intended to ensure that the Company's and the Bank's management base remains
stable. The continued success of the Company and the Bank depends to a
significant degree on the skills and competence of the senior officers.

The Employment Agreements provide for five-year terms for each Executive.
The terms of the Employment Agreements shall be extended on a daily basis unless
written notice of non-renewal is given by the Board of Directors or the
Executive. The Employment Agreements provide that the Executive's base salary
will be reviewed at least annually. The current base salaries under the
Employment Agreements for Messrs. Mancino, Bransfield, Puorro and Klag are
$572,000, $280,000, $197,000 and $187,000, respectively. In addition to the
base salary, the Employment Agreements provide for, among other things,
participation in stock benefit plans and other employee and fringe benefits
applicable to executive personnel. The Employment Agreements provide for
termination by the Bank or the Company for cause, as described in the Employment
Agreements, at any time. In the event the Bank or the Company chooses to
terminate the Executive's employment for reasons other than for cause, or in the
event of the Executive's resignation from the Company and the Bank upon: (i) the
failure to re-elect the Executive to his current offices; (ii) a material change
in the Executive's functions, duties or responsibilities; (iii) a relocation of
the Executive's principal place of employment by more than 25 miles; (iv) a
reduction in the benefits and perquisites being provided to the Executive under
the Employment Agreement; (v) liquidation or dissolution of the Company and the
Bank; or (vi) a breach of the Employment Agreement by the Company and the Bank,
the Executive or, in the event of the Executive's death, his beneficiary would
be entitled to receive an amount equal to the remaining payments and benefits
that the Executive would have earned during the remaining term of the Employment
Agreement except as to the portion of regular medical insurance premiums which
each Executive is required to pay under the Company Medical Benefits Plan, as
amended. The Company and the Bank would also continue and pay for the
Executive's life, health, dental and disability coverage for the remaining term
of the Employment Agreement except as to the portion of regular medical
insurance premiums which each Executive is required to pay pursuant to the
Company Medical Benefits Plan. Upon the termination of the Executive, the
Executive is subject to a one year non-competition agreement.

Under the Employment Agreements, if voluntary or involuntary termination
follows a change in control or acquisition of control of the Company and the
Bank, the Executive or, in the event of the Executive's death, his beneficiary,
would be entitled to a severance payment equal to the greater of: (i) the
payments due for the remaining terms of the Employment Agreement, or (ii) five
times the Executive's average annual compensation (as described in the
Employment Agreements) for the preceding three taxable years. The Company and
the Bank would also continue the Executive's life, health, and disability
coverage for 60 months. Notwithstanding that both the Company and the Bank
Employment Agreements provide for a severance payment in the event of a change
in control, the Executive would only be entitled to receive a severance payment
under one Employment Agreement.

Payments to the Executives under the Bank's Employment Agreement are
guaranteed by the Company in the event that payments or benefits are not paid by
the Bank. Payments under the Employment Agreements with the Company would be
made by the Company. All reasonable costs and legal fees paid or incurred by
the Executives pursuant to any dispute, or question of interpretation relating
to the Employment Agreements shall be paid by the Company or the Bank,
respectively, if the Executive is

19
<PAGE>

successful on the merits pursuant to a legal judgment, arbitration or
settlement. The Employment Agreements also provide that the Company and the Bank
shall indemnify the Executives to the fullest extent allowable under federal and
Delaware law, respectively.

Payments under the Company's Employment Agreements in the event of a change
in control may constitute some portion of a "parachute payment" for federal
income tax purposes, resulting in the possible payment of a federal excise tax.
In such case, the Company is obligated to pay to the Executive an amount so as
to enable the Executive to retain the payments he would have retained had he not
been subject to such excise tax.

FISCAL YEAR-END OPTION/SAR VALUES

The following table provides certain information with respect to the number
of shares of common stock represented by outstanding options held by the Named
Executive Officers as of December 31, 1998.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING
UNEXERCISED OPTIONS/SARS
AT FISCAL YEAR-END (#)(1)
---------------------------------
EXERCISABLE/UNEXERCISABLE
---------------------------------
<S> <C>
Joseph L. Mancino............. 118,917/399,628
John R. Bransfield, Jr........ 64,572/224,269
Arthur W. Toohig ............. 38,189/137,145
John L. Klag.................. 38,189/137,145
Michael P. Puorro............. 38,189/137,145
</TABLE>

_______________
(1) The exercise price of each option is the fair market value of the
stock as of the date of grant, i.e., $22.50. The market value of
Roslyn's common stock as of the Record Date was $17.063. The
options consist of 404,545, 237,841, 151,934, 151,934 and 151,934
incentive and non-statutory stock options granted to Messrs.
Mancino, Bransfield, Toohig, Klag and Puorro, respectively, which
began vesting at an annual rate of 20% beginning September 2,
1998, and 114,000, 51,000, 23,400, 23,400 and 23,400 options
granted to Messrs. Mancino, Bransfield, Toohig, Klag and Puorro,
respectively, which began vesting in installments based upon the
achievement of certain specified performance objectives, but in
no event later than September 2, 2002. The options will expire 10
years from the date of grant.

RETIREMENT PLAN. The Bank maintains a defined benefit plan ("Retirement
Plan") for eligible employees. The Retirement Plan is intended to satisfy the
requirements of Section 401(a) of the Code. Eligible employees generally begin
participating in the Retirement Plan on the first day of the calendar month
coincident with or next following the date on which they have attained age 21
and have completed at least one year of service with the Bank. All employees
are eligible to participate in the Retirement Plan other than: (i) employees
paid on an hourly-rate or contract basis; (ii) employees regularly employed
outside the Bank's own offices in connection with the operation and maintenance
of building and other property acquired through foreclosure or deed; and (iii)
leased employees. Participants become vested in their benefits under the
Retirement Plan upon completing five years of vesting service.

The Retirement Plan provides for a monthly benefit to a participant upon
retirement at or after the later of (i) attainment of age 65 or (ii) the fifth
anniversary of initial participation in the Retirement Plan. The Retirement
Plan also provides for a benefit upon the participant's death or early
retirement. The annual

20
<PAGE>

normal retirement benefit for a participant under the Retirement Plan is (i) 2%
of average annual earnings multiplied by years of credited service (up to a
maximum of 30 years), plus (ii) 0.5% of average annual earnings multiplied by
the participant's number of years and months of credited service in excess of 30
years. For purposes of the Retirement Plan, average annual earnings means the
participant's average annual compensation (as defined in the Retirement Plan)
during the 36 consecutive calendar months within the final 120 consecutive
calendar months of the participant's credited service that yields the highest
average. A participant is eligible to receive an early retirement benefit upon
the completion of at least 10 consecutive years of vested service in the
Retirement Plan and (i) attainment of age 60, or (ii) the sum of the
participant's age and years of service equals at least 75. Benefits are
generally paid in a straight life annuity for unmarried participants and in the
form of a 50% joint and survivor annuity (with the spouse as designated
beneficiary) for married participants. Other forms of benefit payments are
available under the Retirement Plan.

BENEFIT RESTORATION PLAN. The Bank maintains a Benefit Restoration Plan
(the "BRP"). The BRP is a non-qualified plan designed to permit certain
employees to receive supplemental retirement income from the Bank. Participants
in the BRP receive a benefit equal to the amount the participant would have
received under the ESOP, 401(k) Plan and the Retirement Plan, but for
limitations imposed on such benefits by certain provisions of the Code,
including Sections 401(a)(17), 401(m), 401(k), 402(g) and 415 of the Code. The
BRP is an unfunded plan, which provides participants only with a contractual
right to obtain the benefits provided thereunder from the general assets of the
Bank. For fiscal 1998, only Messrs. Mancino and Bransfield were eligible to
participate in the BRP.

ESTIMATED ANNUAL BENEFITS UNDER THE RETIREMENT PLAN AND THE BRP

The following table sets forth the estimated annual benefits payable under
the Retirement Plan upon a participant's retirement at age 65 for the year ended
December 31, 1998, expressed in the form of a straight life annuity, and any
related amounts payable under the BRP. The covered compensation under the
Retirement Plan and BRP includes the base salary for participants and does not
consider cash bonuses. The benefits listed in the table below for the
Retirement Plan and BRP are not subject to a reduction for social security
benefits or any other offset amount.

<TABLE>
<CAPTION>
FINAL AVERAGE YEARS OF SERVICE
-----------------------------------------------------------------------------------------------------------
COMPENSATION 15 20 25 30 35 40
- ------------- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 15,000 $ 20,000 $ 25,000 $ 30,000 $ 31,250 $ 32,500
100,000 30,000 40,000 50,000 60,000 62,500 65,000
125,000 37,500 50,000 62,500 75,000 78,125 81,250
150,000 45,000 60,000 75,000 90,000 93,750 97,500
175,000 52,500 70,000 87,500 105,000 109,375 113,750
200,000 60,000 80,000 100,000 120,000 125,000 130,000
225,000 67,500 90,000 112,500 135,000 140,625 146,250
250,000 75,000 100,000 125,000 150,000 156,250 162,500
300,000 90,000 120,000 150,000 180,000 187,500 195,000
350,000 105,000 140,000 175,000 210,000 218,750 227,500
400,000 120,000 160,000 200,000 240,000 250,000 260,000
450,000 135,000 180,000 225,000 270,000 281,250 292,500
500,000 150,000 200,000 250,000 300,000 312,500 325,000
550,000 165,000 220,000 275,000 330,000 343,750 357,500
600,000 180,000 240,000 300,000 360,000 375,000 390,000
</TABLE>

21
<PAGE>

The approximate years of service, as of December 31, 1998, for the Named
Executive Officers are as follows:

<TABLE>
<CAPTION>
YEARS OF
SERVICE
--------
<S> <C>
Joseph L. Mancino........................ 38
Arthur W. Toohig......................... 22
Michael P. Puorro........................ 6
John L. Klag............................. 6
John R. Bransfield, Jr................... 6
</TABLE>

MANAGEMENT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. The Bank sponsors a
non-qualified Management Supplemental Executive Retirement Plan ("SERP") to
provide certain officers and highly compensated employees with additional
retirement benefits. The SERP benefit is intended to make up for benefits lost
under the ESOP allocation procedures to participants who retire prior to the
complete repayment of the ESOP loan. At the retirement of a participant, the
benefits under the SERP are determined by first: (i) projecting the number of
shares that would have been allocated to the participant under the ESOP if they
had been employed throughout the period of the ESOP loan (measured from the
participant's first date of ESOP participation); and (ii) reducing the number
determined by (a) the number of shares actually allocated to the participant's
account under the ESOP; and (b) by multiplying the number of shares that
represent the difference between such figures by the average fair market value
of the common stock over the preceding five years. Benefits under the SERP vest
in 20% annual increments over a five year period commencing as of the date of a
participant's participation in the SERP. The vested portion of the SERP
participant's benefits are payable upon the retirement of the participant.

TRANSACTIONS WITH CERTAIN RELATED PERSONS

The Bank's policies do not permit the Bank to make loans to any of its
Directors and executive officers. The Company intends that all transactions
between the Company and its executive officers, Directors, holders of 10% or
more of the shares of any class of its common stock and affiliates thereof, will
contain terms no less favorable to the Company than could have been obtained by
it in arm's length negotiations with unaffiliated persons and will be approved
by a majority of independent outside Directors of the Company not having any
interest in the transaction.

During 1998, Victor McCuaig, one of the Company's Directors, was of counsel
to the law firm of Payne, Wood & Littlejohn. Payne, Wood & Littlejohn furnished
the Bank with certain legal services. The fees that were paid by the Bank for
these legal services was $486,060.

22
<PAGE>

PROPOSAL 2. RATIFICATION OF
CERTAIN AMENDMENTS TO THE ROSLYN BANCORP, INC.
1997 STOCK-BASED INCENTIVE PLAN

The Board of Directors presents for stockholder ratification the Amended
and Restated Roslyn Bancorp, Inc. 1997 Stock-Based Incentive Plan (the "Amended
Stock-Based Incentive Plan"). Stockholders originally approved the 1997 Stock-
Based Incentive Plan on July 22, 1997. The Board of Directors approved certain
amendments to the 1997 Stock-Based Incentive Plan in March, 1999, and submits
the Amended Stock-Based Incentive Plan to stockholders for ratification. The
Amended Stock-Based Incentive Plan is attached as Annex A.

The Company implemented the 1997 Stock-Based Incentive Plan primarily to
attract, retain and motivate qualified individuals in key positions. The 1997
Stock-Based Incentive Plan provides officers, employees and outside Directors of
the Company and its affiliates, including the Bank, an incentive to contribute
to the success of the Company by giving them an ownership interest in the
Company. This incentive aligns the interests of management and stockholders and
rewards employees for outstanding performance.

The 1997 Stock-Based Incentive Plan allows the Company to grant Stock
Awards and options to purchase the Company's common stock, as well as certain
related rights. In addition, the 1997 Stock-Based Incentive Plan provides for
performance-based stock option grants and restricted stock awards. All
employees and all outside Directors of the Company and its affiliates, including
the Bank, are eligible to receive awards under the 1997 Stock-Based Incentive
Plan. A committee consisting of five members of the Board of Directors
administers the 1997 Stock-Based Incentive Plan.

The Board of Directors believes it is in the best interests of the Company
and the Bank to amend the 1997 Stock-Based Incentive Plan to remove certain
limitations contained in the plan. The effect of the amendments will be to
provide for the acceleration of the vesting of awards upon a change in control,
as such term is defined in the Amended Stock-Based Incentive Plan.

As of December 31, 1998, the Company had granted options covering 4,185,393
shares of the Company's common stock under the 1997 Stock-Based Incentive Plan
and options to purchase 1,744,198 shares remained available for future grants.
As of December 31, 1998, the Company had granted restricted stock awards of
1,578,443 under the 1997 Stock-Based Incentive Plan and 165,755 shares of common
stock remained available for future grants of restricted stock awards.

Under generally accepted accounting principles, compensation expense is
generally not recognized with respect to the award of stock options to
Directors, officers and employees of the Company and its subsidiaries. However,
the Financial Accounting Standards Board recently indicated that it would
interpret current rules to require recognition of compensation expense with
respect to awards made to non-employees, including non-employee Directors of the
Company.

SUMMARY OF THE 1997 STOCK-BASED INCENTIVE PLAN

TYPES OF AWARDS. The 1997 Stock-Based Incentive Plan authorizes the grant
of awards to officers, employees and outside Directors in the form of: (i)
options to purchase the Company's common stock intended to qualify as incentive
stock options under Section 422 of the Code (options which afford tax benefits
to the recipients upon compliance with certain conditions and which do not
result in tax deductions

23
<PAGE>

to the Company), referred to as "Incentive Stock Options"; (ii) options that do
not so qualify (options which do not afford income tax benefits to recipients,
but which may provide tax deductions to the Company), referred to as "Non-
Statutory Stock Options"; (iii) limited rights which are exercisable only upon a
change in control of the Company or the Bank; (iv) Stock Awards; (v) Stock
Appreciation Rights; and (vi) Performance Awards. Each type of award granted
under the 1997 Stock-Based Incentive Plan may be subject to vesting requirements
or other conditions imposed by the Committee.

NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR AWARDS. The Company has
reserved 4,364,246 shares of common stock for issuance under the 1997 Stock-
Based Incentive Plan in connection with the exercise of options and 1,744,198
shares of common stock have been acquired by the 1997 Stock-Based Incentive Plan
trust for Stock Awards under the 1997 Stock-Based Incentive Plan. Shares to be
issued under the 1997 Stock-Based Incentive Plan may be either authorized but
unissued shares, or reacquired shares held by the Company as treasury stock.
Any shares subject to an award which expires, is terminated unexercised (in the
case of options) or forfeited will again be available for grant under the 1997
Stock-Based Incentive Plan.

STOCK OPTION GRANTS. The Committee has the discretion to award Incentive
Stock Options or Non-Statutory Stock Options to employees, while only Non-
Statutory Stock Options may be awarded to outside Directors. Pursuant to the
1997 Stock-Based Incentive Plan, the Committee has the authority to determine
the dates and terms on which each option will become exercisable. The exercise
price of an option may be paid in cash, common stock or a combination of cash
and common stock, by the surrender of all or part of the option being exercised,
by the immediate sale through a broker of the number of shares being acquired
sufficient to pay the purchase price, or a combination of these methods as
determined by the Committee.

All options granted to employees will be qualified as Incentive Stock
Options to the extent permitted under Section 422 of the Code. Incentive Stock
Options, at the discretion of the Committee with the concurrence of the holder,
may be converted into Non-Statutory Stock Options. The exercise price of all
Incentive Stock Options must be 100% of the fair market value of the underlying
common stock at the time of grant, except as provided below. In order to
qualify as Incentive Stock Options under Section 422 of the Code, the option
must be granted to an employee, the exercise price must not be less than 100% of
the fair market value on the date of grant, the term of the option may not
exceed 10 years from the date of grant, and no more than $100,000 of options may
become exercisable or vest in any fiscal year. Incentive Stock Options granted
to any person who is the beneficial owner of more than 10% of the outstanding
voting stock may be exercised only for a period of five years from the date of
grant and the exercise price must be at least equal to 110% of the fair market
value of the underlying common stock on the date of grant.

Each outside Director of the Company or its affiliates is eligible to
receive Non-Statutory Stock Options to purchase shares of common stock.
Additionally, officers and employees are eligible to receive Non-Statutory Stock
Options under the 1997 Stock-Based Incentive Plan to the extent they are
ineligible to receive Incentive Stock Options. The exercise price of each Non-
Statutory Stock Option shall equal the fair market value of the common stock on
the date the option is granted.

Options may be exercised during periods before and after an optionee
terminates employment, as the case may be, to the extent authorized by the
Committee or specified in the 1997 Stock-Based Incentive Plan or option
agreement. However, no option may be exercised after the tenth anniversary of
the date the option was granted.

24
<PAGE>

LIMITED RIGHTS. The 1997 Stock-Based Incentive Plan also provides the
Committee with the ability to grant a limited right concurrently with any
option. Limited rights are related to specific options granted and become
exercisable only upon a change in control of the Company or the Bank. Upon
exercise, the holder will be entitled to receive in lieu of purchasing the stock
underlying the option, a lump sum cash payment equal to the difference between
the exercise price of the related option and the fair market value of the shares
of common stock subject to the option on the date of exercise of the right less
any applicable tax withholding.

STOCK APPRECIATION RIGHTS. The 1997 Stock-Based Incentive Plan further
provides the Committee with authority to grant Stock Appreciation Rights
("SARs") which entitle the holder to receive a payment, equal in value to the
excess of the fair market value of a specified number of shares of common stock
on the date the SAR is exercised over the grant price of such SAR, as determined
by the Committee.

STOCK AWARDS. The 1997 Stock-Based Incentive Plan provides for the grant
of Stock Awards in the form of restricted shares of common stock that are
subject to restrictions on transfer and ownership. Unless otherwise specified
in the 1997 Stock-Based Incentive Plan, the Committee has the discretion to
determine the terms and conditions of each Stock Award. When Stock Awards are
distributed in accordance with the 1997 Stock-Based Incentive Plan, the
recipients will also receive amounts equal to accumulated cash and stock
dividends (if any) with respect thereto plus earnings thereon minus any required
tax withholding amounts. Prior to vesting, recipients of Stock Awards may
direct the voting of shares of common stock granted to them and held in the 1997
Stock-Based Incentive Plan trust. Shares of common stock held by the 1997
Stock-Based Incentive Plan trust which have not been allocated or for which
voting has not been directed are voted by the trustee in the same proportion as
the awarded shares are voted in accordance with the directions given by all
recipients of Stock Awards.

PERFORMANCE AWARDS. The 1997 Stock-Based Incentive Plan provides the
Committee with the ability to condition or restrict the vesting or
exercisability of any award upon the achievement of performance targets or goals
as set forth under the 1997 Stock-Based Incentive Plan. Any award subject to
such conditions or restrictions is considered to be a "Performance Award".
Subject to the express provisions of the 1997 Stock-Based Incentive Plan and as
discussed in this paragraph, the Committee has the discretion to determine the
terms of any Performance Award, including the amount of the award, or a formula
for determining such, the performance criteria and level of achievement related
to these criteria which determine the amount of the award granted, issued,
retainable and/or vested, the period as to which performance shall be measured
for determining achievement of performance (a "performance period"), the timing
of delivery of any awards earned, forfeiture provisions, the effect of
termination of employment for various reasons, and such further terms and
conditions, in each case not inconsistent with the 1997 Stock-Based Incentive
Plan, as may be determined from time to time by the Committee. The performance
criteria upon which Performance Awards are granted, issued, retained and/or
vested may be based on financial performance and/or personal performance
evaluations, except that for any Performance Award that is intended by the
Committee to satisfy the requirements for "performance based compensation" under
Code Section 162(m), the performance criteria shall be a measure based on one or
more qualifying performance criteria. Notwithstanding satisfaction of any
performance goals, the number of shares of common stock granted, issued,
retainable and/or vested under a Performance Award may be adjusted by the
Committee on the basis of such further considerations as the Committee in its
sole discretion shall determine. However, the Committee may not increase the
amount earned upon satisfaction of any performance goal by any participant who
is a "covered employee" within the meaning of Section 162(m) of the Code.

25
<PAGE>

NONTRANSFERABILITY. Unless determined otherwise by the Committee, awards
under the 1997 Stock-Based Incentive Plan shall not be transferable by the
recipient other than by will or the laws of intestate succession or pursuant to
a domestic relations order. With the consent of the Committee, a recipient may
permit transferability or assignment for valid estate planning purposes of a
Non-Statutory Stock Option as permitted under the Code or Rule 16b-3 under the
Exchange Act and a participant may designate a person or his or her estate as
beneficiary of any award to which the recipient would then be entitled, in the
event of the death of the participant.

CERTAIN INCOME TAX CONSEQUENCES

The following brief description of the tax consequences of awards granted
under the 1997 Stock-Based Incentive Plan is based on federal income tax laws
currently in effect and does not purport to be a complete description of such
federal income tax consequences.

STOCK OPTIONS. There are no federal income tax consequences either to the
optionee or to the Company upon the grant of an Incentive Stock Option or a Non-
Statutory Stock Option. On the exercise of an Incentive Stock Option during
employment or within three months thereafter, the optionee will not recognize
any income and the Company will not be entitled to a deduction, although the
excess of the fair market value of the shares on the date of exercise over the
option price is includable in the optionee's alternative minimum taxable income,
which may give rise to alternative minimum tax liability for the optionee.
Generally, if the optionee disposes of shares acquired upon exercise of an
Incentive Stock Option within two years of the date of grant or one year of the
date of exercise, the optionee will recognize ordinary income, and the Company
will be entitled to a deduction, equal to the excess of the fair market value of
the shares on the date of exercise over the option price (limited generally to
the gain on the sale). The balance of any gain or loss will be treated as a
capital gain or loss to the optionee. If the shares are disposed of after the
two year and one year periods mentioned above, the Company will not be entitled
to any deduction, and the entire gain or loss for the optionee will be treated
as a capital gain or loss.

On exercise of a Non-Statutory Stock Option, the excess of the date-of-
exercise fair market value of the shares acquired over the option price will
generally be taxable to the optionee as ordinary income and deductible by the
Company, provided the Company properly withholds taxes in respect of the
exercise. This disposition of shares acquired upon the exercise of a Non-
Statutory Stock Option will generally result in a capital gain or loss for the
optionee, but will have no tax consequences for the Company.

LIMITED RIGHTS. In the case of limited rights, the holder would have to
include the amount paid to him upon the exercise of the limited right in his
gross income for federal income tax purposes in the year in which the payment is
made and the Company would be entitled to a deduction for federal income tax
purposes of the amount paid.

STOCK AWARDS. A participant who has been granted Stock Awards under the
1997 Stock-Based Incentive Plan and does not make an election under Section
83(b) of the Code will not recognize taxable income at the time of the Stock
Award grant. At the time any transfer or forfeiture restrictions applicable to
the Stock Award lapse, the recipient will recognize ordinary income and the
Company will be entitled to a corresponding deduction equal to the excess of the
fair market value of such common stock at such time over the amount paid
therefor. Any dividend paid to the recipient on the restricted stock subject to
the Stock Award at or prior to such time will be ordinary compensation income to
the recipient and deductible as such by the Company.

26
<PAGE>

A recipient of a Stock Award who makes an election under Section 83(b) of
the Code will recognize ordinary income at the time of the Stock Award and the
Company will be entitled to a corresponding deduction equal to the fair market
value of such stock at such time over the amount paid therefor. Any dividends
subsequently paid to the recipient on the restricted stock subject to the Stock
Award will be dividend income to the recipient and not deductible by the
Company. If the recipient makes a Section 83(b) election, there are no federal
income tax consequences either to the recipient or the Company at the time any
transfer or forfeiture restrictions applicable to the restricted stock award
lapse.

STOCK APPRECIATION RIGHTS. In the case of SARs, the holder would have to
include the amount paid to him upon the exercise of the SARs in his gross income
for federal income tax purposes in the year in which the payment is made and the
Company would be entitled to a deduction for federal income tax purposes of the
amount paid.

ADJUSTMENTS

In the event of any change in the outstanding shares of common stock of the
Company by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares, or
other similar corporate change, or other increase or decrease in such shares
without receipt or payment of consideration by the Company, or in the event an
extraordinary capital distribution is made, including the payment of an
extraordinary dividend, the Committee may make such adjustments to previously
granted awards, to prevent dilution, diminution or enlargement of the rights of
the holder. All awards under the 1997 Stock-Based Incentive Plan shall be
binding upon any successors or assigns of the Company.

AMENDMENT OF THE 1997 STOCK-BASED INCENTIVE PLAN AND AWARDS

The 1997 Stock-Based Incentive Plan allows the Board to amend the 1997
Stock-Based Incentive Plan and awards without stockholder approval, unless such
approval is required to comply with a tax law, Nasdaq Stock Market requirements
or regulatory requirements. However, no amendment, modification or termination
of an award may adversely affect the rights of a 1997 Stock-Based Incentive Plan
participant under an outstanding award without written permission of the
participant.

STOCKHOLDER VOTE

Stockholders are being requested to ratify all amendments to the 1997
Stock-Based Incentive Plan. If stockholders fail to ratify Proposal 2, the
Amended Stock-Based Incentive Plan will remain in full force and effect at the
discretion of the Company's Board. The affirmative vote of a majority of the
votes cast by Roslyn Bancorp, Inc. stockholders at the Annual Meeting is
required to ratify the Amended Stock-Based Incentive Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENTS TO THE
ROSLYN BANCORP, INC. 1997 STOCK-BASED INCENTIVE PLAN.

27
<PAGE>

PROPOSAL 3. ADOPTION OF THE
ROSLYN BANCORP, INC. ANNUAL INCENTIVE PLAN

On March 22, 1999, the Board of Directors approved the Roslyn Bancorp, Inc.
Annual Incentive Plan. The Annual Incentive Plan is being submitted to
stockholders in response to Section 162(m) of the Code, in an effort to assure
the deductibility to the Company of cash compensation to certain executive
officers in amounts exceeding $1 million a year. The purpose of the Annual
Incentive Plan is to provide performance incentives to each participant, who is
or may be a "covered employee" within the meaning of Section 162(m) of the Code,
while securing a tax deduction for those payments. The Board of Directors
believes the Annual Incentive Plan will more closely align executive officer
compensation with stockholder interests and provide additional incentives to
executives in the long-term interest of the Company. Certain capitalized terms
utilized in this discussion are defined in the Annual Incentive Plan, which is
attached as Annex B.

ADMINISTRATION

The Annual Incentive Plan is administered by a committee of the Board of
Directors which is comprised solely of at least two outside directors as defined
or interpreted for purposes of Section 162(m) of the Code. Unless otherwise
determined by the Board of Directors, the Compensation Committee will be the
committee under the Annual Incentive Plan. The Compensation Committee
interprets and adopts the rules and regulations for carrying out the plan. Its
duties include designating participants, individual award opportunities, and/or
bonus pool award opportunities; designating and administering performance goals
and other award terms and conditions; determining and certifying the bonus
amounts earned for any award year; determining the effect on an award of
termination of employment; and deciding whether, under what circumstances, and
subject to what terms, bonus payouts are to be paid on a deferred basis,
including automatic deferrals at the Compensation Committee's election, as well
as elective deferrals at the election of participants. The Compensation
Committee has substantial discretion to make all other determinations related to
bonus opportunities under the Annual Incentive Plan.

ELIGIBLE PERSONS AND PARTICIPATION

The eligible persons under the Annual Incentive Plan are the officers and
employees (including officers and employees who are also Directors) of the
Company and its subsidiaries and affiliates. Participants under the Annual
Incentive Plan are senior executive or other key employees of the Company and
its subsidiaries and affiliates selected by the Compensation Committee.

PERFORMANCE GOALS

Prior to the ninetieth day of each fiscal year (or during subsequent
periods permitted under the Annual Incentive Plan or applicable regulations),
the Compensation Committee will set specific performance goals for each
participant for the year. The performance goals are limited to one or more of
the following Company, subsidiary, operating unit or division financial
performance measures:

. earnings per share
. core earnings per share
. net income
. core income
. operating income
. earnings before interest and taxes
. operating efficiency ratio
. return on equity
. cash return on equity

28
<PAGE>

. return on assets
. net interest rate spread
. loan production volumes
. non-performing loans
. cash flow
. stock price
. total stockholder return
. strategic business objectives, consisting of one or more objectives
based on meeting specified cost targets, business expansion goals, and
goals relating to acquisition or divestitures
. except in the case of a covered officer, any other performance
criteria established by the Compensation Committee
. any combination of the above, all of which are further defined in
Annex B

For each specific performance goal, a predetermined bonus amount can be
earned by the participant upon achievement of the goal. Performance goals must
be established while the performance relative to the target remains
substantially uncertain within the meaning of Section 162(m). The Compensation
Committee believes that the specific performance targets with respect to each
business criterion constitute confidential business information, the disclosure
of which could adversely affect the Company.

MAXIMUM PAYOUT

Under the Annual Incentive Plan, the maximum payment opportunity to each
covered officer for any award year may not exceed $1.5 million.

PAYMENT OF AWARDS

All awards that are earned are to be paid in cash.

OTHER TERMS/CONDITIONS

The Board of Directors, subject to its delegation of powers to the
Compensation Committee, may at any time terminate, in whole or in part, or amend
the Annual Incentive Plan, provided that, except as otherwise provided in the
plan, no amendment or termination shall adversely affect the rights of any
participant under any awards previously granted to or deferred by the
participant. In the event of a termination of the plan, the Compensation
Committee may in its sole discretion direct any remaining payments to
participants in a lump sum or installments as the Committee shall prescribe with
respect to each participant. Any amendment to the plan that would affect any
covered officer must be approved by the Company's stockholders if required by
and in accordance with Section 162(m) of the Code.

STOCKHOLDER VOTE

The affirmative vote of a majority of the votes cast by Roslyn Bancorp,
Inc. stockholders at the Annual Meeting is required to adopt the Annual
Incentive Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE
ROSLYN BANCORP, INC. ANNUAL INCENTIVE PLAN.

29
<PAGE>

PROPOSAL 4. AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION

The Board of Directors has approved an amendment to the Company's
Certificate of Incorporation to increase from 100,000,000 to 200,000,000 the
number of authorized shares of Roslyn common stock.

The Company currently is authorized to issue 100,000,000 shares of its
common stock. As of the Record Date, 76,929,145 shares of common stock were
issued, outstanding and entitled to vote. Of the remaining shares, 7,948,342
shares were reserved for issuance pursuant to the Company's Incentive Plan and
the stock option plans of T R Financial Corp. assumed by the Company. As a
result, there currently exists 15,122,513 shares of common stock available to
Roslyn for future issuance, which means that the Company has a very limited
ability to issue additional shares of common stock for corporate purposes.

The amendment to the Certificate of Incorporation would increase the
Company's authorized shares of common stock to 200,000,000 shares, which would
mean that the Company would have 115,122,513 shares of common stock not
currently reserved for issuance and available for future issuance. Such amount
would be approximately 136% of the then outstanding or reserved for issuance
shares. For comparison purposes, immediately following its initial public
offering, the Company had authorized but unissued and unreserved shares of
common stock equal to approximately 129% of its then outstanding shares of
common stock.

It is important the Company preserve its flexibility to issue additional
shares of common stock. The Board believes that the authorization of additional
shares of common stock is advisable to provide the Company with the flexibility
to take advantage of opportunities to issue such stock in order to obtain
capital, as consideration for possible acquisitions or for other purposes
including, without limitation, the issuance of additional shares of common stock
through stock splits and stock dividends in appropriate circumstances. There
are, at present, no plans, understandings, agreements or arrangements concerning
the issuance of additional shares of common stock, except for the shares to be
issued upon the exercise of the Company's stock options currently outstanding.

Uncommitted authorized but unissued shares of common stock may be issued
from time to time to such persons and for such consideration as the Board of
Directors may determine. Holders of the then outstanding shares of common stock
may or may not be given the opportunity to vote thereon, depending upon the
nature of any such transactions, applicable law, the rules and policies of the
Nasdaq Stock Market, as the case may be, and the judgment of the Board of
Directors regarding the submission of such issuance to a vote of the Company's
stockholders. The Company's stockholders have no preemptive rights to subscribe
to newly issued shares.

Morever, it is possible that additional shares of common stock would be
issued under circumstances which would make the acquisition of a controlling
interest in the Company more difficult, time-consuming, costly or otherwise
discourage an attempt to acquire control of the Company. Under such
circumstances, the availability of authorized and unissued shares of common
stock may make it more difficult for stockholders to obtain a premium for their
shares. Such authorized and unissued shares could be used to create voting or
other impediments or to frustrate a person seeking to obtain control of the
Company by means of a merger, tender offer, proxy contest or other means. Such
shares could be privately placed with purchasers who might cooperate with the
Board of Directors in opposing such an attempt by a third party to gain control
of the Company or could also be used to dilute ownership of a person or entity
seeking to obtain control of the Company. Although the Company does not
currently contemplate taking such action,

30
<PAGE>

shares of common stock could be issued for the purposes and effects described
above and the Board of Directors reserves its rights to issue such stock for
such purposes.

The authorization of additional shares of common stock pursuant to this
proposal will have no dilutive effect upon the proportionate voting power of the
present Roslyn stockholders. However, to the extent that shares are
subsequently issued to persons other than the present Roslyn stockholders, such
issuance could have a dilutive effect on the earnings per share and voting power
of present stockholders. If such dilutive effect on earnings per share occurs,
Roslyn expects that any such dilutive effect would be relatively short in
duration.

As described above, the Board of Directors believes that the proposed
increase in the number of authorized shares of common stock will provide the
flexibility needed to meet corporate objectives and is in the best interest of
the Company and its stockholders.

STOCKHOLDER VOTE

The affirmative vote of a majority of the votes entitled to vote at the
Annual Meeting is required to adopt the amendments to the Company's Certificate
of Incorporation.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT TO THE
COMPANY'S CERTIFICATE OF INCORPORATION.

PROPOSAL 5. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

The Company's independent auditors for the fiscal year ended December 31,
1998 were KPMG LLP. The Company's Board of Directors has reappointed KPMG LLP
to continue as independent auditors for the Bank and the Company for the year
ending December 31, 1999, subject to ratification of such appointment by the
stockholders.

Representatives of KPMG LLP will be present at the Annual Meeting. They
will be given an opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions from stockholders present
at the Annual Meeting.

UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED PROXY
CARD WILL BE VOTED "FOR" RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE
INDEPENDENT AUDITORS OF THE COMPANY.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.

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<PAGE>

ADDITIONAL INFORMATION

STOCKHOLDER PROPOSALS

To be considered for inclusion in the Company's proxy statement and form of
proxy relating to the 2000 Annual Meeting of Stockholders, a stockholder
proposal must be received by the Corporate Secretary of the Company at the
address set forth on the first page of this Proxy Statement not later than
December 10, 1999. Any such proposal will be subject to SEC Rule 14a-8.

NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING

The Bylaws of the Company provide an advance notice procedure for certain
business to be brought before an annual meeting. In order for a stockholder to
properly bring business before an Annual Meeting, the stockholder must give
written notice to the Secretary of the Company not less than 90 days before the
time originally fixed for such meeting; provided, however, that in the event
that less than 100 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. In order for the notice of a stockholder
proposal for consideration at the Company's 2000 Annual Meeting of Stockholders
to be timely, the Company would have to receive such notice no later than
February 20, 2000 assuming the 2000 Annual Meeting is held on May 19, 2000 and
that the Company provides at least 100 days' notice or public disclosure of the
date of the meeting. The notice must include the stockholder's name and
address, as it appears on the Company's record of stockholders, a brief
description of the proposed business, the reason for conducting such business at
the annual meeting, the class and number of shares of the Company's common stock
that are beneficially owned by such stockholder and any material interest of
such stockholder in the proposed business. In the case of nominations to the
Board, certain information regarding the nominee must be provided. Nothing in
this paragraph shall be deemed to require the Company to include in its proxy
statement and proxy relating to an annual meeting any stockholder proposal which
does not meet all of the requirements for inclusion established by the SEC in
effect at the time such proposal is received.

A copy of the full text of the Bylaw provisions discussed above may be
obtained by writing to the Corporate Secretary.

OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING

The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.

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<PAGE>

Whether or not you intend to be present at the Annual Meeting, please
return your proxy card promptly. If you are then present at the Annual Meeting
and wish to vote your shares in person, your original proxy may be revoked by
voting at the Annual Meeting.

By Order of the Board of Directors

/s/ R. Patrick Quinn
R. Patrick Quinn
Corporate Secretary

Roslyn, New York
April 19, 1999

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN, DATE AND
PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.

33
<PAGE>

ANNEX A
AMENDED AND RESTATED
ROSLYN BANCORP, INC.
1997 STOCK-BASED INCENTIVE PLAN

1. DEFINITIONS.

(a) "Affiliate" means any "subsidiary corporation" of the Holding Company,
as such term is defined in Section 424(f) of the Code.

(b) "Award" means, individually or collectively, a grant under the Plan of
Non-statutory Stock Options, Incentive Stock Options, Stock Appreciation Rights,
Limited Rights, and Stock Awards.

(c) "Award Notice" means a document evidencing and setting forth the terms
of an Award granted under the Plan, in such form as the Committee may, from time
to time, approve.

(d) "Bank" means The Roslyn Savings Bank, Roslyn, New York.

(e) "Board of Directors" means the board of directors of the Holding
Company.

(f) "Change in Control" means a change in control of the Bank or Holding
Company of a nature that (i) would be required to be reported in response to
Item 1 of the current report on Form 8-K, as in effect on the date hereof,
pursuant to Sections 13 or 15(d) of the Exchange Act; (ii) results in a "change
of control" or "acquisition of control" within the meaning of the regulations
promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor
agency) found at 12 C.F.R. Part 574, as in effect on the date hereof; provided,
however, that in applying the definition of change in control as set forth under
such regulations the Board of Directors shall substitute its judgment for that
of the OTS; or (iii) without limitation Change in Control shall be deemed to
have occurred at such time as (A) any "person" (as the term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Bank or the Holding Company representing 20% or more of the
Bank's or the Holding Company's outstanding securities except for any securities
of the Bank purchased by the Holding Company and any securities purchased by any
tax-qualified employee benefit plan of the Bank; or (B) individuals who
constitute the Board of Directors on the date hereof (the "Incumbent Board")
cease for any reason to constitute at least a majority thereof, provided that
any person becoming a director subsequent to the date hereof whose election was
approved by a vote of at least three-quarters of the directors comprising the
Incumbent Board, or whose nomination for election by the Holding Company's
stockholders was approved by a nominating committee serving under the Incumbent
Board, shall be, for purposes of this clause (B), considered as though he were a
member of the Incumbent Board; or (C) a plan of reorganization, merger,
consolidation, sale of all or

A-1
<PAGE>

substantially all the assets of the Bank or the Holding Company or similar
transaction occurs in which the Bank or Holding Company is not the resulting
entity; or (D) a solicitation of shareholders of the Holding Company, by someone
other than the current management of the Holding Company, seeking stockholder
approval of a plan of reorganization, merger or consolidation of the Holding
Company or Bank or similar transaction with one or more corporations, as a
result of which the outstanding shares of the class of securities then subject
to the plan are exchanged for or converted into cash or property or securities
not issued by the Bank or the Holding Company; or (E) a tender offer is made for
20% or more of the voting securities of the Bank or the Holding Company.

(g) "Code" means the Internal Revenue Code of 1986, as amended.

(h) "Committee" means the committee designated by the Board of Directors
to administer the Plan pursuant to Section 2 of the Plan.

(i) "Common Stock" means the Common Stock of the Holding Company, par
value, $.01 per share.

(j) "Date of Grant" means the effective date of an Award.

(k) "Disability" means any mental or physical condition with respect to
which the Participant qualifies for and receives benefits for under a long-term
disability plan of the Holding Company or an Affiliate, or in the absence of
such a long-term disability plan or coverage under such a plan, "disability"
shall mean a physical or mental condition which, in the sole discretion of the
Committee, is reasonably expected to be of indefinite duration and to
substantially prevent the Participant from fulfilling his duties or
responsibilities to the Holding Company or Affiliate.

(l) "Effective Date" means March 22, 1999.

(m) "Employee" means any person employed by the Holding Company or an
Affiliate. Directors who are employed by the Holding Company or an Affiliate
shall be considered Employees under the Plan.

(n) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(o) "Exercise Price" means the price at which a share of Common Stock may
be purchased by a Participant pursuant to an Option.

(p) "Extraordinary Dividend" means a distribution to stockholders by the
Holding Company of earnings or stockholders' equity which: (i) exceeds net
earnings for the period for which the distribution is paid or (ii) such
distribution or any portion thereof will be treated by the stockholders
receiving such distribution as a return of capital for federal income tax
purposes.

A-2
<PAGE>

(q) "Fair Market Value" means the market price of Common Stock, determined
by the Committee as follows:

(i) If the Common Stock was traded on the date in question on The
Nasdaq Stock Market then the Fair Market Value shall be equal
to the last transaction price quoted for such date by The
Nasdaq Stock Market;

(ii) If the Common Stock was traded on a stock exchange on the date
in question, then the Fair Market Value shall be equal to the
closing price reported by the applicable composite transactions
report for such date; and

(iii) If neither of the foregoing provisions is applicable, then the
Fair Market Value shall be determined by the Committee in good
faith on such basis as it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Committee
shall be based on the prices reported in The Wall Street Journal. Such
-----------------------
determination shall be conclusive and binding on all persons.

(r) "Holding Company" means Roslyn Bancorp, Inc.

(s) "Incentive Stock Option" means an Option granted to a Participant
pursuant to Section 7 of the Plan that is intended to meet the requirements of
Section 422 of the Code.

(t) "Limited Right" means an Award granted to a Participant pursuant to
Section 8 of the Plan.

(u) "Non-statutory Stock Option" means a stock option granted to a
Participant pursuant to the terms of the Plan but which is not intended to be
and is not identified as an Incentive Stock Option or a stock option granted
under the Plan which is intended to be and is identified as an Incentive Stock
Option but which does not meet the requirements of Section 422 of the Code.

(v) "Option" means an Incentive Stock Option or Non-statutory Stock
Option.

(w) "Outside Director" means a member of the Board of Directors of the
Holding Company or an Affiliate, who is not also an Employee of the Holding
Company or an Affiliate.

(x) "Participant" means any person who holds an outstanding Award pursuant
to the Plan.

(y) "Performance Award" means an Award granted to a Participant pursuant
to Section 11 of the Plan.

A-3
<PAGE>

(z) "Performance Goal" means an objective for the Holding Company or any
Affiliate or any unit thereof or any individual that may be established by the
Committee for a Performance Award to become vested, earned or exercisable.
Performance Goals applicable to Performance Awards are intended to constitute
"performance-based" compensation within the meaning of Section 162(m) of the
Code and shall be based on one or more of the following criteria:

(i) net income, as adjusted for non-recurring items
(ii) cash earnings
(iii) earnings per share
(iv) cash earnings per share
(v) return on equity
(vi) return on assets
(vii) assets
(viii) stock price
(ix) total shareholder return
(x) capital
(xi) net interest income
(xii) market share
(xiii) cost control or efficiency ratio
(xiv) asset growth

(aa) "Plan" means the Amended and Restated Roslyn Bancorp, Inc. 1997 Stock-
Based Incentive Plan.

(bb) "Retirement" means a termination of employment (i) from the Holding
Company or an Affiliate at an age and with employment service that would entitle
the individual to a pension under The Retirement Plan of The Roslyn Savings Bank
in RSI Retirement Trust if the individual were a participant in such Pension
Plan or (ii) under circumstances designated as a Retirement by the Committee.
"Retirement" with respect to an Outside Director means the termination of
service from the Board of Directors of the Holding Company and any Affiliate
following written notice to the Board of Directors of such Outside Director's
intention to retire.

(cc) "Stock Appreciation Right" means an Award granted to a Participant,
alone or in connection with a related Option, pursuant to Section 10 of the
Plan.

(dd) "Stock Award" means an Award granted to a Participant pursuant to
Section 9 of the Plan.

(ee) "Termination for Cause" shall mean, in the case of an Outside
Director, removal from the Board of Directors or, in the case of an Employee,
termination of employment, because of a material loss to the Holding Company or
one of its Affiliates caused by the Participant's intentional failure to perform
stated duties, personal dishonesty, willful violation of any law, rule,
regulation (other than traffic violations or similar offenses) or final cease
and desist order, as determined by the Board of Directors. No act, or failure to
act, on a Participant's part shall be

A-4
<PAGE>

"willful" unless done, or omitted to be done, not in good faith and without
reasonable belief that the action or omission was in the best interest of the
Holding Company or an Affiliate.

(ff) "Trust" means a trust established by the Board of Directors in
connection with this Plan to hold Plan assets for the purposes set forth herein.

(gg) "Trustee" means any person or entity approved by the Board of
Directors to hold legal title to any of the Trust assets for the purposes set
forth under the Plan.

2. ADMINISTRATION.
--------------

(a) The Plan shall be administered by the Committee. The Committee shall
consist of two or more disinterested directors of the Holding Company, who shall
be appointed by the Board of Directors. A member of the Board of Directors shall
be deemed to be "disinterested" only if he satisfies (i) such requirements as
the Securities and Exchange Commission may establish for non-employee directors
administering plans intended to qualify for exemption under Rule 16b-3 (or its
successor) under the Exchange Act and (ii) such requirements as the Internal
Revenue Service may establish for outside directors acting under plans intended
to qualify for exemption under Section 162(m)(4)(C) of the Code. The Board of
Directors may also appoint one or more separate committees of the Board of
Directors, each composed of one or more directors of the Holding Company or an
Affiliate who need not be disinterested and who may grant Awards and administer
the Plan with respect to Employees and Outside Directors who are not considered
officers or directors of the Holding Company under Section 16 of the Exchange
Act.

(b) The Committee shall (i) select the Employees and Outside Directors who
are to receive Awards under the Plan, (ii) determine the type, number, vesting
requirements and other features and conditions of such Awards, (iii) interpret
the Plan and (iv) make all other decisions relating to the operation of the
Plan. The Committee may adopt such rules or guidelines as it deems appropriate
to implement the Plan. The Committee's determinations under the Plan shall be
final and binding on all persons.

(c) Each Award shall be evidenced by a written agreement ("Award
Agreement") containing such provisions as may be approved by the Committee. Each
Award Notice shall constitute a binding contract between the Holding Company or
an Affiliate and the Participant, and every Participant, upon acceptance of the
Award Notice, shall be bound by the terms and restrictions of the Plan and the
Award Notice. The terms of each Award Notice shall be in accordance with the
Plan, but each Award Notice may include such additional provisions and
restrictions determined by the Committee, in its discretion, provided that such
additional provisions and restrictions are not inconsistent with the terms of
the Plan. In particular, the Committee shall set forth in each Award Notice (i)
the type of Award granted (ii) the Exercise Price of an Option or Stock
Appreciation Right, (iii) the number of shares subject to the Award; (iv) the
expiration date of the Award, (v) the manner, time, and rate (cumulative or
otherwise) of exercise or vesting of such Award, and (vi) the restrictions, if
any, placed upon such Award, or

A-5
<PAGE>

upon shares which may be issued upon exercise of such Award. The Chairman of the
Committee and such other directors and officers as shall be designated by the
Committee are hereby authorized to execute Award Notices on behalf of the
Company or an Affiliate and to cause them to be delivered to the recipients of
Awards.

3. TYPES OF AWARDS AND RELATED RIGHTS.
----------------------------------

The following Awards may be granted under the Plan:

(a) Non-statutory Stock Options
(b) Incentive Stock Options
(c) Limited Rights
(d) Stock Awards
(e) Stock Appreciation Rights

4. STOCK SUBJECT TO THE PLAN.
-------------------------

Subject to adjustment as provided in Section 17 hereof, the maximum number
of shares reserved for Awards under the Plan is 6,109,994. Subject to adjustment
as provided in Section 17 hereof, the maximum number of shares reserved hereby
for purchase pursuant to the exercise of Options and Option-related Awards
granted under the Plan is 4,364,246. Subject to adjustment as provided in
Section 17 hereof the maximum number of shares reserved for Stock Awards is
1,745,698. The shares of Common Stock issued under the Plan may be either
authorized but unissued shares or authorized shares previously issued and
acquired or reacquired by the Trust or the Holding Company, respectively. To the
extent that Options and Stock Awards are granted under the Plan, the shares
underlying such Awards will be unavailable for any other use including future
grants under the Plan except that, to the extent that Stock Awards or Options
terminate, expire, or are forfeited without having been vested or exercised (in
the case of Limited Rights, exercised for cash), new Awards may be made with
respect to these shares.

5. ELIGIBILITY.
-----------

Subject to the terms of the Plan, all Employees and Outside Directors shall
be eligible to receive Awards under the Plan. In addition, the Committee may
grant eligibility to consultants and advisors of the Holding Company or any
Affiliate.

6. NON-STATUTORY STOCK OPTIONS.
---------------------------

The Committee may, subject to the limitations of this Plan and the
availability of shares of Common Stock reserved but unawarded under this Plan,
grant Non-statutory Stock Options upon such terms and conditions as it may
determine. Non-statutory Stock Options granted under this Plan are subject to
the following terms and conditions:

A-6
<PAGE>

(a) Exercise Price. The Exercise Price of each Non-statutory Stock Option
--------------
shall be determined by the Committee on the Date of Grant. Such Exercise Price
shall not be less than 100% of the Fair Market Value of the Common Stock on the
Date of Grant. Shares of Common Stock underlying a Non-statutory Stock Option
may be purchased only upon full payment of the Exercise Price in a manner
provided for in Section 14 of the Plan.

(b) Terms of Non-statutory Stock Options. The term during which each
------------------------------------
Non-statutory Stock Option may be exercised shall be determined by the
Committee, but in no event shall a Non-statutory Stock Option be exercisable in
whole or in part more than ten (10) years from the Date of Grant. The Committee
shall determine the date on which each Non-statutory Stock Option shall become
exercisable and any terms or conditions which must be satisfied prior to each
Non-statutory Stock Option becoming exercisable. Any such terms or conditions
shall be determined by the Committee as of the Date of Grant. The shares of
Common Stock underlying each Non-statutory Stock Option installment may be
purchased in whole or in part by the Participant at any time during the term of
such Non-statutory Stock Option after such installment becomes exercisable.

(c) Non-Transferability. Unless otherwise determined by the Committee in
-------------------
accordance with this Section 6(c), Non-statutory Stock Options shall not be
transferred, assigned, hypothecated, or disposed of in any manner by a
Participant other than by will or the laws of intestate succession. The
Committee may, however, in its sole discretion, permit transferability or
assignment of a Non-statutory Stock Option if such transfer or assignment is, in
its sole determination, for valid estate planning purposes and such transfer or
assignment is permitted under the Code and Rule 16b-3 under the Exchange Act.
For purposes of this Section 6(c), a transfer for valid estate planning purposes
includes, but is not limited to: (a) a transfer to a revocable intervivos trust
as to which the Participant is both the settlor and trustee, (b) a transfer for
no consideration to: (i) any member of the Participant's Immediate Family, (ii)
any trust solely for the benefit of members of the Participant's Immediate
Family, (iii) any partnership whose only partners are members of the
Participant's Immediate Family, and (iv) any limited liability corporation or
corporate entity whose only members or equity owners are members of the
Participant's Immediate Family, or (c) the Roslyn Savings Foundation. For
purposes of this Section 6(c), "Immediate Family" includes, but is not
necessarily limited to, a Participant's parents, spouse, children, grandchildren
and great-grandchildren. Nothing contained in this Section 6(c) shall be
construed to require the Committee to give its approval to any transfer or
assignment of any Non-statutory Stock Option or portion thereof, and approval to
transfer or assign any Non-statutory Stock Option or portion thereof does not
mean that such approval will be given with respect to any other Non-statutory
Stock Option or portion thereof. The transferee or assignee of any Non-statutory
Stock Option shall be subject to all of the terms and conditions applicable to
such Non-statutory Stock Option immediately prior to the transfer or assignment
and shall be subject to any conditions proscribed by the Committee with respect
to such Non-statutory Stock Option.

(d) Termination of Employment or Service or Change in Control. Unless
---------------------------------------------------------
otherwise determined by the Committee, upon the termination of a Participant's
employment or service for

A-7
<PAGE>

any reason other than Disability, death, Retirement, Change in Control or
Termination for Cause, the Participant's Non-statutory Stock Options shall be
exercisable only as to those shares that were immediately exercisable by the
Participant at the date of termination and only for a period of three (3) months
following termination. In the event of a Participant's Retirement, the
Participant's Non-statutory Stock Options shall be exercisable only as to those
shares that were immediately exercisable by the Participant at the date of
Retirement and remain exercisable for a period of three (3) years; provided
however, that upon the Participant's Retirement, the Committee, in its
discretion, may determine that (i) all unexercisable Non-statutory Stock Options
held by the Participant as of that date shall become immediately exercisable and
shall remain exercisable for a period of three (3) years or (ii) all
unexercisable Non-statutory Stock Options shall continue to become exercisable
in accordance with the Award Notice if the Participant is immediately engaged by
the Holding Company or an Affiliate as a consultant or advisor or continues to
serve the Holding Company or an Affiliate as a director or advisory director. In
the event of a Change in Control or, unless otherwise determined by the
Committee, upon termination of a Participant's employment or service due to
Disability or death, all Non-statutory Stock Options held by such Participant
shall immediately become exercisable and remain exercisable for a period of
three (3) years. Unless otherwise determined by the Committee in the event of a
Termination for Cause, all rights under the Participant's Non-statutory Stock
Options shall expire immediately upon such Termination for Cause.

(e) Maximum Individual Award. No individual Employee shall be granted
------------------------
an amount of Non-statutory Stock Options which exceeds 25% of all Options
eligible to be granted under the Plan within any 60 month period and no
individual Outside Director shall be granted an amount of Non-statutory Stock
Options which exceeds 5% of all Options eligible to be granted under the Plan
within any 60 month period.

7. INCENTIVE STOCK OPTIONS.
-----------------------

The Committee may, subject to the limitations of the Plan and the
availability of shares of Common Stock reserved but unawarded under this Plan,
grant Incentive Stock Options to an Employee. Incentive Stock Options granted
pursuant to the Plan shall be subject to the following terms and conditions:

(a) Exercise Price. The Exercise Price of each Incentive Stock Option
--------------
shall be not less than 100% of the Fair Market Value of the Common Stock on the
Date of Grant. However, if at the time an Incentive Stock Option is granted, the
Employee owns or is treated as owning, for purposes of Section 422 of the Code,
Common Stock representing more than 10% of the total combined voting securities
of the Holding Company ("10% owner"), the Exercise Price shall not be less than
110% of the Fair Market Value of the Common Stock on the Date of Grant. Shares
of Common Stock may be purchased only upon payment of the full Exercise Price in
a manner provided for in Section 14 of the Plan.

(b) Amounts of Incentive Stock Options. To the extent the aggregate Fair
----------------------------------
Market Value of shares of Common Stock with respect to which Incentive Stock
Options that are

A-8
<PAGE>

exercisable for the first time by an Employee during any calendar year under the
Plan and any other stock option plan of the Holding Company or an Affiliate
exceeds $100,000, or such higher value as may be permitted under Section 422 of
the Code, such Options in excess of such limit shall be treated as Non-statutory
Stock Options. Fair Market Value shall be determined as of the Date of Grant
with respect to each such Incentive Stock Option.

(c) Terms of Incentive Stock Options. The term during which each Incentive
--------------------------------
Stock Option may be exercised shall be determined by the Committee, but in no
event shall an Incentive Stock Option be exercisable in whole or in part more
than ten (10) years from the Date of Grant. If at the time an Incentive Stock
Option is granted to an Employee who is a 10% Owner, the Incentive Stock Option
granted to such Employee shall not be exercisable after the expiration of five
(5) years from the Date of Grant. The Committee shall determine the date on
which each Incentive Stock Option shall become exercisable and any terms or
conditions which must be satisfied prior to the Incentive Stock Option becoming
exercisable. Any such terms or conditions shall be determined by the Committee
as of the Date of Grant. The shares of Common Stock underlying each Incentive
Stock Option installment may be purchased in whole or in part at any time during
the term of such Incentive Stock Option after such installment becomes
exercisable.

(d) Transferability. No Incentive Stock Option shall be transferable
---------------
except by will or the laws of descent and distribution and is exercisable,
during his lifetime, only by the Employee to whom it is granted. The designation
of a beneficiary does not constitute a transfer.

(e) Termination of Employment or Change in Control. Unless otherwise
----------------------------------------------
determined by the Committee, upon the termination of an Employee's employment
for any reason other than Disability, death, Retirement, Change in Control or
Termination for Cause, the Employee's Incentive Stock Options shall be
exercisable only as to those Incentive Stock Options that were immediately
exercisable by the Employee at the date of termination and only for a period of
three (3) months following such termination. In the event of an Employee's
Retirement, the Employee's Incentive Stock Options shall be exercisable only as
to those shares that were immediately exercisable by the Employee at the date of
Retirement and remain exercisable for a period of three (3) years; provided
however, that upon the Employee's Retirement, the Committee, in its discretion,
may determine that (i) all unexercisable Incentive Stock Options held by the
Employee as of that date shall become immediately exercisable and shall remain
exercisable for a period of three (3) years or (ii) all unexercisable Incentive
Stock Options shall continue to become exercisable in accordance with the Award
Notice if the Employee is immediately engaged by the Holding Company or an
Affiliate as a consultant or advisor or continues to serve the Holding Company
or an Affiliate as a director or advisory director. In the event of a Change in
Control or, unless otherwise determined by the Committee, upon termination of an
Employee's employment for Disability or death, all unvested Incentive Stock
Options held by such Employee shall immediately become exercisable and shall
remain exercisable for three (3) years after such termination. Unless otherwise
determined by the Committee, in the event of an Employee's Termination for
Cause, all rights under such Employee's Incentive Stock Options shall expire
immediately upon the effective date of such

A-9
<PAGE>

Termination for Cause. Any Option which, by operation of this provision, does
not meet the requirements of Section 422 of the Code, shall be considered a Non-
statutory Stock Option.

(f) Maximum Individual Award. No individual Employee shall be granted an
------------------------
amount of Incentive Stock Options which exceeds 25% of all Options eligible to
be granted under the Plan within any 60 month period.

8. LIMITED RIGHTS.
--------------

Simultaneously with the grant of any Option, the Committee may grant a
Limited Right with respect to all or some of the shares of Common Stock covered
by such Option. Limited Rights granted under this Plan are subject to the
following terms and conditions:

(a) Terms of Rights. In no event shall a Limited Right be exercisable in
---------------
whole or in part before the expiration of six (6) months from the Date of Grant
of the Limited Right. A Limited Right may be exercised only in the event of a
Change in Control. The Limited Right may be exercised only when the underlying
Option is eligible to be exercised, and only when the Fair Market Value of the
underlying shares on the day of exercise is greater than the Exercise Price of
the underlying Option. Upon exercise of a Limited Right, the underlying Option
shall cease to be exercisable and shall be terminated. Upon exercise or
termination of an Option, any related Limited Rights shall terminate. The
Limited Right is transferable only when the underlying Option is transferable
and under the same conditions.

(b) Payment. Upon exercise of a Limited Right, the holder shall promptly
-------
receive from the Holding Company or an Affiliate an amount of cash equal to the
difference between the Exercise Price of the underlying Option and the Fair
Market Value of the Common Stock subject to such Option on the date the Limited
Right is exercised, multiplied by the number of shares with respect to which
such Limited Right is being exercised.

9. STOCK AWARDS.
------------

The Committee may, subject to the limitations of the Plan, make Stock
Awards which shall consist of the grant of some number of shares of Common Stock
to a Participant. Stock Awards shall be made subject to the following terms and
conditions:

(a) Payment of the Stock Award. Stock Awards may only be made in whole
--------------------------
shares of Common Stock. Stock Awards may only be granted from shares reserved
under the Plan and available for award at the time the Stock Award is made to
the Participant.

(b) Terms of the Stock Awards. The Committee shall determine the dates
-------------------------
on which Stock Awards granted to a Participant shall vest and any terms or
conditions which must be satisfied prior to the vesting of any installment or
portion of the Stock Award. Any such terms, or conditions shall be determined by
the Committee as of the Date of Grant.

A-10
<PAGE>

(c) Termination of Employment or Service or Change in Control. Unless
---------------------------------------------------------
otherwise determined by the Committee, upon the termination of a Participant's
employment or service for any reason other than Disability, death, Retirement,
Change in Control or Termination for Cause, the Participant's unvested Stock
Awards as of the date of termination shall be forfeited and any rights the
Participant had to such unvested Stock Awards shall become null and void. In the
event of a Participant's Retirement, the Participant's unvested Stock Awards as
of the date of Retirement shall be forfeited and any rights the Participant had
to such unvested Stock Awards shall become null and void; provided however, that
upon the Participant's Retirement, the Committee, in its discretion, may
determine that (i) all unvested Stock Awards held by the Participant as of that
date shall become immediately vested or (ii) all unvested Stock Awards shall
continue to vest in accordance with the Award Notice if the Participant is
immediately engaged by the Holding Company or an Affiliate as a consultant or
advisor or continues to serve the Holding Company or an Affiliate as a director
or advisory director. In the event of a Change in Control or, unless otherwise
determined by the Committee in the event of a termination of the Participant's
service due to Disability or death, all unvested Stock Awards held by such
Participant shall immediately vest. Unless otherwise determined by the
Committee, or in the event of the Participant's Termination for Cause, all
unvested Stock Awards held by such Participant as of the effective date of such
Termination for Cause shall be forfeited and any rights such Participant had to
such unvested Stock Awards shall become null and void.

(d) Non-Transferability. Except to the extent permitted by the Code,
-------------------
the rules promulgated under Section 16(b) of the Exchange Act or any successor
statutes or rules:

(i) The recipient of a Stock Award shall not sell, transfer,
assign, pledge, or otherwise encumber shares subject to the
Stock Award until full vesting of such shares has occurred. For
purposes of this section, the separation of beneficial
ownership and legal title through the use of any "swap"
transaction is deemed to be a prohibited encumbrance.

(ii) Unless determined otherwise by the Committee and except in the
event of the Participant's death or pursuant to a domestic
relations order, a Stock Award is not transferable and may be
earned in his lifetime only by the Participant to whom it is
granted. Upon the death of a Participant, a Stock Award is
transferable by will or the laws of descent and distribution.
The designation of a beneficiary shall not constitute a
transfer.

(iii) If a recipient of a Stock Award is subject to the provisions of
Section 16 of the Exchange Act, shares of Common Stock subject
to such Stock Award may not, without the written consent of the
Committee (which consent may be given in the Award Notice), be
sold or otherwise disposed of within six (6) months following
the date of grant of the Stock Award.

(e) Accrual of Dividends. Whenever shares of Common Stock underlying a
--------------------
Stock Award are distributed to a Participant or beneficiary thereof under the
Plan, such Participant or

A-11
<PAGE>

beneficiary shall also be entitled to receive, with respect to each such share
distributed, a payment equal to any cash dividends and the number of shares of
Common Stock equal to any stock dividends, declared and paid with respect to a
share of the Common Stock if the record date for determining shareholders
entitled to receive such dividends falls between the date the relevant Stock
Award was granted and the date the relevant Stock Award or installment thereof
is issued. There shall also be distributed an appropriate amount of net
earnings, if any, of the Trust with respect to any dividends paid out on the
shares related to the Stock Award.

(f) Voting of Stock Awards. After a Stock Award has been granted but
----------------------
for which the shares covered by such Stock Award have not yet been vested,
earned and distributed to the Participant pursuant to the Plan, the Participant
shall be entitled to vote or to direct the Trustee to vote, as the case may be,
such shares of Common Stock which the Stock Award covers subject to the rules
and procedures adopted by the Committee for this purpose and in a manner
consistent with the Trust agreement.

(g) Maximum Individual Award. No individual Employee shall be granted
------------------------
an amount of Stock Awards which exceeds 25% of all Stock Awards eligible to be
granted under the Plan within any 60 month period and no individual Outside
Director shall be granted an amount of Stock Awards which exceeds 5% of all
Stock Awards eligible to be granted under the Plan within any 60 month period.

10. STOCK APPRECIATION RIGHTS
-------------------------

The Committee may, subject to the limitation of the Plan, grant a Stock
Appreciation Right ("SAR") to any Participant. A Stock Appreciation Right shall
entitle the Participant to the right to receive a payment, equal in value to the
excess of the Fair Market Value of a specified number of shares of Common Stock
on the date the SAR is exercised over the grant price of such SAR, which shall
not be less than 100% of the Fair Market Value on the Date of Grant of such SAR,
as determined by the Committee, provided that, in the case of a SAR granted
retroactively in tandem with or as substitution for another award granted under
any plan of the Company or an Affiliate, the grant price may be the same as the
exercise or designated price of such other award.

(a) Maximum Individual Award. No individual Employee or Outside Director
------------------------
shall be granted a number of Stock Appreciation Rights which exceeds the maximum
number of Options such individual may be granted under the Plan, pursuant to
Section 6(e) hereof, within any 60 month period.

11. PERFORMANCE AWARDS
------------------

(a) The Committee may determine to make any award under the Plan a
Performance Award by making such Award contingent upon the achievement of a
Performance Goal or any combination of Performance Goals. Each Performance Award
shall be evidenced in the Award Notice, which shall set forth the Performance
Goals applicable to the Award, the maximum amounts payable and such other terms
and conditions as are applicable to the Performance

A-12
<PAGE>

Award. Each Performance Award shall be granted and administered to comply with
the requirements of Section 162(m) of the Code.

(b) Any Performance Award shall be made not later than 90 days after the
start of the period for which the Performance Award relates and shall be made
prior to the completion of 25% of such period. All determinations regarding the
achievement of any Performance Goals will be made by the Committee. The
Committee may not increase during a year the amount of a Performance Award that
would otherwise be payable upon achievement of the Performance Goals but may
reduce or eliminate the payments as provided for in the Award Notice.

(c) Nothing contained in the Plan will be deemed in any way to limit or
restrict the Committee from making any Award or payment to any person under any
other plan, arrangement or understanding, whether now existing or hereafter in
effect.

(d) A Participant who receives a Performance Award payable in Common Stock
shall have no rights as a shareholder until the Company Stock is issued pursuant
to the terms of the Award Notice. The Common Stock may be issued without cash
consideration.

(e) A Participant's interest in a Performance Award may not be sold,
assigned, transferred, pledged, hypothecated, or otherwise encumbered.

(f) No Award or portion thereof that is subject to the attainment or
satisfaction of a condition or Performance Goal shall be distributed or
considered to be earned or vested until the Committee certifies in writing that
the conditions or Performance Goal to which the distribution, earning or vesting
of such Award is subject has been achieved.

12. DEFERRED PAYMENTS
-----------------

Notwithstanding any other provision of this Plan, any Participant may
elect, with the concurrence of the Committee and consistent with any rules and
regulations established by the Committee, to defer the delivery of the proceeds
of the exercise of any Non-statutory Stock Option not transferred under the
provisions of Section 6(c), Stock Appreciation Rights, and Stock Awards.

(a) Election Timing. The election to defer the delivery of the proceeds
---------------
from any eligible Non-statutory Stock Option or Stock Appreciation Right must be
made at least six (6) months prior to the date such Award is exercised or at
such other time as the Committee may specify. The election to defer the delivery
of any Stock Award must be made no later than the last day of the calendar year
preceding the calendar year in which the Participant would otherwise have an
unrestricted right to receive such Award. Deferrals of eligible Awards shall
only be allowed for exercises of Options and lapses of restrictions on Stock
Awards that occur while the Participant is in active service with the Holding
Company or an Affiliate. Any election to defer the proceeds from an eligible
Award shall be irrevocable as long as the Participant remains an Employee or an
Outside Director of the Holding Company or an Affiliate.

A-13
<PAGE>

(b) Stock Option Deferral. The deferral of the proceeds of Non-statutory
---------------------
Stock Options may be elected by a Participant subject to the rules and
regulations established by the Committee. The proceeds from such an exercise
shall be credited to a deferred stock option account established for the
Participant. The proceeds shall be credited to the deferred stock option account
as a number of deferred shares or share units equivalent in value to those
proceeds. Deferred share units shall be valued at the Fair Market Value on the
date of exercise. Subsequent to exercise, the deferred shares or share units
shall be valued at the Fair Market Value of Common Stock; provided, however,
that at the discretion of the Committee, the Participant may elect to have the
value of his deferred stock option account valued on some other basis of
measurement approved by the Committee. Unless the Participant's deferred stock
option account is valued using a basis of measurement other than Common Stock,
deferred share units shall accrue dividends at the rate paid upon the Common
Stock credited in the form of additional deferred share units. Deferred shares
or share units shall be distributed in shares of Common Stock or cash, at the
discretion of the Committee, upon the Participant's termination of service or at
such other date, as may be approved by the Committee, over a period of no more
than ten (10) years.

(c) Stock Appreciation Right Deferral. The deferral of the proceeds of
---------------------------------
Stock Appreciation Rights may be made by a Participant subject to the rules and
regulations established by the Committee. Upon exercise, the Committee will
credit the Participant's deferred stock option account with a number of deferred
shares or share units equivalent in value to the difference between the Fair
Market Value of a share of Common Stock on the exercise date and the Exercise
Price of the Stock Appreciation Right multiplied by the number of shares
exercised. Deferred shares or share units shall be valued at the Fair Market
Value on the date of exercise. Subsequent to exercise, the deferred shares or
share units shall be valued at the Fair Market Value of Common Stock; provided,
however, that at the discretion of the Committee, the Participant may elect to
have the value of his deferred stock option account valued on some other basis
of measurement approved by the Committee. Unless the Participant's deferred
stock option account is valued using a basis of measurement other than Common
Stock, deferred shares or share units shall accrue dividends at the rate paid
upon the Common Stock credited in the form of additional deferred shares or
share units. Deferred shares or share units shall be distributed in shares of
Common Stock or cash, at the discretion of the Committee, upon the Participant's
termination of service or at such other date, as may be approved by the
Committee, over a period of no more than ten (10) years.

(d) Stock Award Deferrals. The deferral of Stock Awards may be elected
---------------------
by a Participant subject to the rules and regulations established by the
Committee. Upon the lapsing of restrictions on such an Award, the Committee
shall credit to a deferred stock award account established for the Participant a
number of deferred shares or share units equivalent in value to the number of
deferred Stock Awards multiplied by the Fair Market Value of Common Stock.
Deferred shares or share units shall be valued at the Fair Market Value on the
date all restriction on the Stock Award lapse or are waived. Subsequent to the
lapsing of all restrictions, the deferred shares or share units shall be valued
at the Fair Market Value of Common Stock; provided, however, that at the
discretion of the Committee, the Participant may elect to have the

A-14
<PAGE>

value of his deferred stock award account valued on some other basis of
measurement approved by the Committee. Unless the Participant's deferred stock
award account is valued using a basis of measurement other than Common Stock,
deferred shares or share units shall accrue dividends at the rate paid upon the
Common Stock credited in the form of additional deferred share units. Deferred
share units shall be distributed in shares of Common Stock or cash, at the
discretion of the Committee, upon the Participant's termination of service or at
such other date, as may be approved by the Committee, over a period of no more
than ten (10) years.

(e) Accelerated Distributions. The Committee may, at its sole discretion,
-------------------------
discretion, allow for the early payment of a Participant's deferred stock option
account and/or deferred stock award account in the event of an "unforeseeable
emergency" or in the event of the death or Disability of the Participant. An
"unforeseeable emergency" means an unanticipated emergency caused by an event
beyond the control of the Participant that would result in severe financial
hardship if the distribution were not permitted. Such distributions shall be
limited to the amount necessary to sufficiently address the financial hardship.
Any distributions under this provision, shall be consistent with the Code and
the regulations promulgated thereunder. Additionally, the Committee may use its
discretion to cause stock option deferral accounts and/or deferred stock award
accounts to be distributed when continuing the program is no longer in the best
interest of the Holding Company or any Affiliate.

(f) Assignability. No rights to deferred stock option accounts or
-------------
deferred stock award accounts may be assigned or subject to any encumbrance,
pledge or charge of any nature except that a Participant may designate a
beneficiary pursuant to any rules established by the Committee.

(g) Unfunded Status. No Participant or other person shall have any
---------------
interest in any fund or in any specific asset of the Holding Company or an
Affiliate by reason of any amount credited hereunder. Any amounts payable
hereunder shall be paid from the general assets of the Holding Company or its
Affiliates and no Participant or other person shall have any rights to such
assets beyond the rights afforded general creditors of the Holding Company and
its Affiliates. However, the Holding Company or any Affiliate shall have the
right to establish a reserve, trust or make any investment for the purpose of
satisfying the obligations created under this Section 12 of the Plan; provided,
however, that no Participant or other person shall have any interest in such
reserve, trust or investment.

13. PAYOUT ALTERNATIVES
-------------------

(a) Payments due to a Participant upon the exercise or redemption of an
Option or Stock Award shall be made in the form of shares of Common Stock.
Payments due to a Participant upon the exercise or redemption of a Stock
Appreciation Right or Limited Right shall be made in the form of cash.

A-15
<PAGE>

(b) Any shares of Common Stock tendered in satisfaction of an
obligation arising under this Plan shall be valued at the Fair Market Value of
the Common Stock on the day preceding the date of the issuance of such stock to
the Participant.

14. METHOD OF EXERCISE
------------------

Subject to any applicable Award Notice, any Option may be exercised by the
Participant in whole or in part at such time or times, and the Participant may
make payment of the Exercise Price in such form or forms, including, without
limitation, payment by delivery of cash, Common Stock or other consideration
(including, where permitted by law and the Committee, Awards) having a Fair
Market Value on the exercise date equal to the total Exercise Price, or by any
combination of cash, shares of Common Stock and other consideration, including
exercise by means of a cashless exercise arrangement with a qualifying broker-
dealer, as the Committee may specify in the applicable Award Notice.

15. RIGHTS OF PARTICIPANTS.
----------------------

No Participant shall have any rights as a shareholder with respect to any
shares of Common Stock covered by an Option until the date of issuance of a
stock certificate for such Common Stock. Nothing contained herein or in any
Award Notice confers on any person any right to continue in the employ or
service of the Holding Company or an Affiliate or interferes in any way with the
right of the Holding Company or an Affiliate to terminate a Participant's
services.

16. DESIGNATION OF BENEFICIARY.
--------------------------

A Participant may, with the consent of the Committee, designate a person or
persons to receive, in the event of death, any Award to which the Participant
would then be entitled. Such designation will be made upon forms supplied by and
delivered to the Holding Company and may be revoked in writing. If a Participant
fails effectively to designate a beneficiary, then the Participant's estate will
be deemed to be the beneficiary.

17. DILUTION AND OTHER ADJUSTMENTS.
------------------------------

In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares, or other similar
corporate change, or other increase or decrease in such shares without receipt
or payment of consideration by the Holding Company, or in the event an
extraordinary capital distribution, including an Extraordinary Dividend, is
made, the Committee may make such adjustments to previously granted Awards, to
prevent dilution, diminution, or enlargement of the rights of the Participant,
including any or all of the following:

(a) adjustments in the aggregate number or kind of shares of Common Stock
or other securities that may underlie future Awards under the Plan;

A-16
<PAGE>

(b) adjustments in the aggregate number or kind of shares of Common Stock
or other securities underlying Awards already made under the Plan;

(c) adjustments in the Exercise Price of outstanding Incentive and/or Non-
statutory Stock Options, or any Limited Rights attached to such
Options.

Alternatively, the Committee may provide the Participant with a cash
benefit for shares underlying vested, but unexercised Options, in order to
achieve the aforementioned effect.

No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award. All Awards under
this Plan shall be binding upon any successors or assigns of the Holding
Company.

18. TAX WITHHOLDING.
---------------

Notwithstanding any other provision of the Plan, Awards under this Plan
shall be subject to tax withholding to the extent required by any governmental
authority. Any withholding shall comply with Rule 16b-3 or any amendment or
successive rule. Shares of Common Stock withheld to pay for tax withholding
amounts shall be valued at their Fair Market Value on the date the Award is
deemed taxable to the Participant. Participants granted Non-statutory Stock
Options shall be responsible for any required withholding applicable to any Non-
statutory Stock Option which has been transferred pursuant to Section 6(c)
hereof, unless otherwise inconsistent with current tax law.

19. AMENDMENT OF THE PLAN AND AWARDS.
--------------------------------

(a) The Board of Directors may at any time, and from time to time, modify
or amend the Plan in any respect, prospectively or retroactively; provided
however, that provisions governing grants of Incentive Stock Options, unless
permitted by the rules and regulations or staff pronouncements promulgated under
the Code shall be submitted for shareholder approval to the extent required by
such law, regulation or interpretation.

Failure to ratify or approve amendments or modifications by shareholders
shall be effective only as to the specific amendment or modification requiring
such ratification. Other provisions of this Plan will remain in full force and
effect.

No such termination, modification or amendment may adversely affect the
rights of a Participant under an outstanding Award without the written
permission of such Participant.

(b) The Committee may amend any Award Notice, prospectively or
retroactively; provided, however, that no such amendment shall adversely affect
the rights of any Participant under an outstanding Award without the written
consent of such Participant.

A-17
<PAGE>

20. EFFECTIVE DATE OF PLAN.
----------------------

The Plan originally became effective as of July 22, 1997. The Board of
Directors adopted and approved the Plan, as amended and restated, effective as
of March 22, 1999. All amendments are effective upon approval by the Board of
Directors, subject to shareholder ratification when specifically required under
the Plan or by applicable federal or state statutes, rules or regulations. The
failure to obtain shareholder ratification for such purposes will not affect the
validity of other provisions of the Plan and any Awards made under the Plan.

21. TERMINATION OF THE PLAN.
-----------------------

The right to grant Awards under the Plan will terminate upon the earlier
of: (i) ten (10) years after July 22, 1997; or (ii) the issuance of a number of
shares of Common Stock pursuant to the exercise of Options or the distribution
of Stock Awards which together with the exercise of Limited Rights is equivalent
to the maximum number of shares reserved under the Plan as set forth in Section
4 hereof. The Board of Directors has the right to suspend or terminate the Plan
at any time, provided that no such action will, without the consent of a
Participant, adversely affect a Participant's vested rights under a previously
granted Award.

22. APPLICABLE LAW.
--------------

The Plan will be administered in accordance with the laws of the state of
Delaware and applicable federal law.

23. DELEGATION OF AUTHORITY
-----------------------

The Committee may delegate all authority for: (i) the determination of
forms of payment to be made by or received by the Plan and (ii) the execution of
any Award Notice. The Committee may rely on the descriptions, representations,
reports and estimates provided to it by the management of the Holding Company or
an Affiliate for determinations to be made pursuant to the Plan, including the
attainment of Performance Goals. However, only the Committee or a portion of the
Committee may certify the attainment of a Performance Goal.

A-18
<PAGE>

ANNEX B

ROSLYN BANCORP, INC. ANNUAL INCENTIVE PLAN

SECTION 1. PURPOSE. The purpose of the Roslyn Bancorp, Inc. Annual Incentive
Plan (the "Plan") is to provide incentives for senior executives and other key
employees whose performance can have a major impact on the profitability and
future growth of Roslyn Bancorp, Inc. (the "Company") and its
subsidiaries/affiliates.

SECTION 2. DEFINITIONS. For the purposes of the Plan, the following terms
shall have the meanings indicated:

"Award" shall mean the grant of an award by the Committee to a Participant
pursuant to Section 4(a) or Section 4(d).

"Applicable Period" shall mean, with respect to any Award Year, a period
commencing on or before the first day of such Award Year and ending no later
than the earlier of (i) the 90th day of such Award Year or (ii) the date on
which 25% of such Award Year has been completed. Any action required under the
Plan to be taken within the period specified in the previous sentence may be
taken at a later date with respect to Participants who are not Covered Officers
and with respect to Covered Officers if Section 162(m) is amended to permit such
later date.

"Award Year" shall mean any fiscal year, or other performance period designated
by the Committee, with respect to the Company's performance in which an Award is
granted.

"Board" shall mean the Board of Directors of the Company.

"Committee" shall mean the Committee designated pursuant to Section 3. Unless
otherwise determined by the Board, the Compensation Committee designated by the
Board shall be the Committee under the Plan.

"Covered Officer" shall mean at any date (i) any individual who, with respect to
the previous taxable year of the Company, was a "covered employee" of the
Company within the meaning of Section 162(m), as hereinafter defined; provided,
however, that the term "Covered Officer" shall not include any such individual
who is designated by the Committee, in its discretion, at the time of any Award
or at any subsequent time, as reasonably expected not to be such a "covered
employee" with respect to the current taxable year of the Company and (ii) any
individual who is designated by the Committee, in its discretion, at the time of
any Award or at any subsequent time, as reasonably expected to be such a
"covered employee" with respect to the current taxable year of the Company or
with respect to the taxable year of the Company in which any applicable Award
will be paid.

B-1
<PAGE>

"Individual Award Opportunity" shall mean the performance-based award
opportunity for a Participant for a given Award Year as specified by the
Committee within the Applicable Period, which may be expressed in dollars or on
a formula basis that is consistent with the provisions of this Plan.

"Participant" shall mean a senior executive or other key employee of the Company
selected by the Committee in accordance with Section 4(a) or Section 4(d) who
receives an Award.

"Section 162(m)" shall mean Section 162(m) of the Internal Revenue Code of 1986
and the rules promulgated thereunder or any successor provision thereto as in
effect from time to time.

SECTION 3. ADMINISTRATION.

(a) Committee. Subject to the authority and powers of the Board in relation to
the Plan as hereinafter provided, the Plan shall be administered by a Committee
designated by the Board consisting of two or more members of the Board each of
whom is an "outside director" within the meaning of Section 162(m). The
Committee shall have full authority to interpret the Plan and from time to time
to adopt such rules and regulations for carrying out the Plan as it may deem
best, including without limitation:

(i) to designate Participants and the Individual Award Opportunities
and/or bonus pool award opportunities;

(ii) to designate and thereafter administer the performance goals and
other Award terms and conditions;

(iii) to determine and certify the bonus amounts earned for any Award
Year;

(iv) to determine the effect on an Award of a termination of employment;
and

(v) to decide whether, under what circumstances, and subject to what
terms, bonus payouts are to be paid on a deferred basis, including
automatic deferrals at the Committee's election as well as elective
deferrals at the election of Participants.

(b) Committee Determinations. All determinations by the Committee shall be
made by the affirmative vote of a majority of its members, but any determination
reduced to writing and signed by a majority of the members shall be fully
effective as if it had been made by a majority vote at a meeting duly called and
held. All decisions by the Committee pursuant to the provisions of the Plan and
all orders or resolutions of the Board pursuant thereto shall be final,
conclusive and binding on all persons, including the Participants, the Company
and its subsidiaries, and stockholders.

B-2
<PAGE>

SECTION 4. ELIGIBILITY FOR AND PAYMENT OF AWARDS.

(a) Eligible Employees. Subject to the provisions of the Plan, within the
Applicable Period, the Committee may select officers or employees (including
officers or employees who are also directors) of the Company or any of its
subsidiaries who will be eligible to earn Awards under the Plan with respect to
such year and determine the amount of such Awards and the conditions under which
they may be earned.

(b) Payment of Awards. Awards that are earned with respect to any Award Year
shall be paid in cash to Participants at such times and in such amounts as are
determined by the Committee. The Committee may require that a Participant must
still be employed as of the end of the Award Year and/or the date on which the
bonus is calculated, in order to be eligible for an award for such Award Year
and the Committee may adopt such forfeiture, proration or other rules as it
deems appropriate, in its sole discretion, regarding the impact on an Award of a
Participant's termination of employment. In addition, the Committee may provide
for bonus payouts that are to be paid on a deferred basis, including automatic
deferrals at the Committee's election and/or elective deferrals at the election
of Participants.

(c) During the Applicable Period, the Committee shall establish the Individual
Award Opportunities for such Award Year, which shall be based on achievement of
stated target performance goals, and may be stated in dollars or on a formula
basis (based, for example, on a multiple of base salary or on designated shares
of a bonus pool, provided that the designated shares of any bonus pool shall not
exceed 100% of such pool).

(d) Awards to Covered Officers.

(i) Notwithstanding the provisions of Sections 4(a), 4(b), and 5(a)
hereof, any Award to any Covered Officer shall be granted in accordance
with the provisions of this Section 4(d). Subject to the discretion of the
Committee as set forth in Section 6(b) hereof, the maximum amount of the
Award that may be granted with respect to any Award Year to any Covered
Officer at the time of such grant shall be $1,500,000.

(ii) Notwithstanding any provision of the Plan to the contrary, no Covered
Officer shall be entitled to any payment of an Award with respect to an
Award Year unless the members of the Committee shall have certified in
accordance with Section 162(m) the extent to which the applicable
performance goals have been satisfied.

SECTION 5. PERFORMANCE GOALS

For any given Award Year, the Committee shall, within the Applicable Period, set
one or more objective performance goals for each Participant and/or each group
of Participants and/or each bonus pool (if applicable). The performance goals
shall be limited to one or more of the following Company, subsidiary, operating
unit or division financial performance measures:

B-3
<PAGE>

i. earnings per share
ii. core earnings per share
iii. net income
iv. core income
v. operating income
vi. earnings before interest and taxes
vii. operating efficiency ratio
viii. return on equity
ix. cash return on equity
x. return on assets
xi. net interest rate spread
xii. loan production volumes
xiii. non-performing loans
xiv. cash flow
xv. stock price
xvi. total shareholder return
xvii. strategic business objectives, consisting of one or more objectives based
on meeting specified cost targets, business expansion goals, and goals
relating to acquisitions or divestitures
xviii. except in the case of a Covered Officer, any other performance
criteria established by the Committee
xix. any combination of (i) through (xviii) above.

Each goal may apply to the Company, a business unit or an individual. Each goal
may be expressed on an absolute basis or relative to an internal target, the
past performance of the Company, a business unit or an individual, or the past
or current performance of other companies. In the case of earnings-based
measures, goals may consist of comparisons relating to capital, shareholders'
equity, shares outstanding, or to assets or net assets. Unless the Committee
determines otherwise, goals shall exclude extraordinary items. For purposes of
the Plan, extraordinary items shall be defined as (1) any profit or loss
attributable to acquisitions or dispositions of stock or assets; (2) any changes
in accounting standards that may be required or permitted by the Financial
Accounting Standards Board or adopted by the Company after the goal is
established; (3) all items of gain, loss or expense for the year related to
restructuring charges for the Company; (4) all items of gain, loss or expense
for the year determined to be extraordinary or unusual in nature or infrequent
in occurrence or related to the disposal of a segment of a business determined
in accordance with Opinion No. 30 of the Accounting Principles Board (APB
Opinion No. 30); and (5) all items of gain loss or expense for the year related
to discontinued operations that do not qualify as a segment of a business as
defined in APB Opinion No. 30.

SECTION 6. GENERAL PROVISIONS.

(a) Adjustments. If the performance criteria for any Award Year shall have been
affected by

B-4
<PAGE>

special factors (including material acquisitions or dispositions of property, or
other unusual items) that in the Committee's judgment should or should not be
taken into account, in whole or in part, in the equitable administration of the
Plan, the Committee may, for any purpose of the Plan, adjust such criteria and
make payments accordingly under the Plan.

(b) No Adjustments for Covered Officers. Notwithstanding the provisions of
subparagraph (a) above, any adjustments made in accordance with or for the
purposes of subparagraph (a) shall be disregarded for purposes of calculating
the performance criteria if and to the extent that such adjustments would have
the effect of increasing the amount of an Award to a Covered Officer. In
addition, the Committee may, in the exercise of its discretion, reduce or
eliminate the amount of an Award to a Covered Officer otherwise calculated in
accordance with the provisions of Section 4(d) prior to payment thereof.

(c) No Assignment. No portion of any Award under the Plan may be assigned or
transferred otherwise than by will or by the laws of descent and distribution
prior to the payment thereof.

(d) Tax Requirements. All payments made pursuant to the Plan shall be subject to
withholding in respect of income and other taxes required by law to be withheld,
in accordance with procedures to be established by the Committee.

(e) No Additional Participant Rights. The selection of an individual for
participation in the Plan shall not give such Participant any right to be
retained in the employ of the Company or any of its subsidiaries, and the right
of the Company or any such subsidiary to dismiss or discharge any such
Participant, or to terminate any arrangement pursuant to which any such
Participant provides services to the Company is specifically reserved. The
benefits provided for Participants under the Plan shall be in addition to, and
shall in no way preclude, other forms of compensation to or in respect of such
Participants.

(f) Liability. The Board and the Committee shall be entitled to rely on the
advice of counsel and other experts, including the independent accountants for
the Company. No member of the Board or of the Committee or any officers of the
Company or its subsidiaries shall be liable for any act or failure to act under
the Plan, except in circumstances involving bad faith on the part of such member
or officer.

(g) Other Compensation Arrangements. Nothing contained in the Plan shall prevent
the Company or any subsidiary or affiliate of the Company from adopting or
continuing in effect other compensation arrangements, which arrangements may be
either generally applicable or applicable only in specific cases.

(h) Governing Law. The validity, construction, and effect of the Plan and any
rules and regulations relating to the Plan and any Award Agreement shall be
determined in accordance with the laws of the State of New York.

B-5
<PAGE>

SECTION 7. AMENDMENT AND TERMINATION OF THE PLAN. The Board may at any time
terminate, in whole or in part, or from time to time amend the Plan, provided
that, except as otherwise provided in the Plan, no such amendment or termination
shall adversely affect the rights of any Participant under any Awards previously
granted or deferred by such Participant pursuant to Section 4(c). In the event
of such termination, in whole or in part, of the Plan, the Committee may in its
sole discretion direct the payment to Participants of any Awards not theretofore
paid out prior to the respective dates upon which payments would otherwise be
made hereunder to such Participants, in a lump sum or installments as the
Committee shall prescribe with respect to each such Participant. The Board may
at any time and from time to time delegate to the Committee any or all of its
authority under this Section 7. Any amendment to the Plan that would affect any
Covered Officer shall be approved by the Company's stockholders if required by
and in accordance with Section 162(m).

B-6
<PAGE>

<TABLE>
<CAPTION>
REVOCABLE PROXY
ROSLYN BANCORP, INC.

<S> <C>
With- For All ____
1. The election as For hold Except |
PLEASE MARK VOTES directors of all [_] [_] [_] |
[X] AS IN THIS EXAMPLE nominees listed
to three-year
ANNUAL MEETING OF STOCKHOLDERS terms (except
May 19, 1999 as marked to the
9:00 a.m., Eastern Daylight Savings Time contrary below):

This Proxy is Solicited on Behalf of The Board of Directors John R. Bransfield, Jr., Maureen E. Clancy, Thomas
A. Doherty, Victor C. McCuaig and John P.
The undersigned hereby appoints the official proxy committee of the Board Nicholson
of Directors of Roslyn Bancorp, Inc. (the "Company"), each with full power
substitution, to act as proxies for the undersigned, and to vote all shares INSTRUCTION: To withhold authority to vote for any
of Common Stock of the Company which the undersigned is entitled to vote at individual nominee, mark "For All Except" and
the Annual Meeting of Stockholders, to be held on May 19, 1999 at 9:00 a.m., write that nominee's name in the space
Eastern Time, at the Milleridge Cottage, 585 North Broadway, Jericho, New provided below.
York 11753 and at any and all adjournments thereof as indicated.
---------------------------------------------------

------------------------------------ 2. The ratification For Against Abstain
Please be sure to sign and date Date of certain [_] [_] [_]
amendments to
this Proxy in the box below. the Roslyn
------------------------------------------------------------------------ Bancorp, Inc.
1997 Stock-Based
Incentive Plan.

----Stockholder sign above--------Co-holder (if any) sign above-------- 3. Approval of the [_] [_] [_]
Roslyn Bancorp,
Inc. Annual Incentive Plan.

4. The amendment to [_] [_] [_]
the Roslyn Bancorp, Inc. Certificate of
Incorporation to increase from 100,000,000
to 200,000,000 the number of authorized shares
of Roslyn Bancorp, Inc. common stock, par
value $0.01 per share.

5. The ratification [_] [_] [_]
of the appointment of KPMG LLP as
independent auditors of the
Company for the fiscal year ending
December 31, 1999.

6. Such other matters as may properly come
before the meeting and at any adjournments
thereof, including whether or not to adjourn
the meeting.

PLEASE CHECK BOX IF YOU PLAN
TO ATTEND THE MEETING. [_]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" EACH OF THE LISTED PROPOSALS.

-------------------------------------------------------------------------------------------------------------------------------
Detach above card, sign, date and mail in postage paid envelope provided.

ROSLYN BANCORP, INC.
-------------------------------------------------------------------------------------------------------------------------------
This proxy is revocable and will be voted as directed, but if no instructions are specified, this proxy will be voted FOR
each of the proposals listed above. If any other business is presented at the Annual Meeting, this Proxy will be voted by the
Proxy Committee of the Board of Directors in their discretion. At the present time, the Board of Directors knows of no other
business to be presented at the Annual Meeting.

IMPORTANT: The undersigned acknowledges receipt from the Company prior to the execution of this proxy of a Notice of
Annual Meeting of Stockholders and of a Proxy Statement dated April 16, 1999.

Please sign exactly as your name appears on this card. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title. If shares are held jointly, each holder may sign but only one signature is required.

PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY

-------------------------------------------------------------------------------------------------------------------------------

</TABLE>