[Letterhead of Merchants New York Bancorp, Inc.]
March 31, 1998
Dear Shareholder:
Due to a printing error, the white proxy card you received a few days ago did
not include Proposal Two, to increase authorized common stock.
We have enclosed a replacement yellow proxy card. If you have not yet submitted
the white proxy card, please discard it and use the enclosed yellow card
instead. If you have already submitted the white card, please complete and
return the yellow card as well. It will supersede the earlier card.
When using the yellow card, please be sure to vote on both proposals, and then
sign and date the card.
In addition, the Transfer Agent inadvertently omitted the Chairman's letter from
the prior mailing. A copy is enclosed with this notice.
We apologize for any inconvenience this may have caused.
<PAGE>
PROXY MERCHANTS NEW YORK BANCORP PROXY
ANNUAL MEETING OF STOCKHOLDERS--APRIL 28, 1998
This Proxy is solicited on behalf of the Board of Directors. The undersigned
hereby appoints Harold N. London and David H. Meyrowitz, or either of them,
attorneys and proxies with full power of substitution in each of them, in the
name, place and stead of the undersigned to vote as proxy all the stock of the
undersigned in Merchants New York Bancorp, Inc. (the "Company") at the Annual
Meeting of Stockholders or any adjournment thereof, as instructed below:
Proposal One: Election of Directors
Nominees
Charles J. Baum, William J. Cardew, Eric W. Gould, Rudolf H. Hertz, Isidore
Karten, James G. Lawrence, Robinson Markel, Paul Meyrowitz, Alan Mirken,
Mitchell J. Nelson, Leonard Schlussel, Charles I. Silberman and Spencer B.
Witty.
Instructions: Mark one of the boxes below. If withholding authority to vote for
any individual nominee, place an "X" in the appropriate box and place a line
through the relevant nominee's name above.
[ ] FOR ALL NOMINEES [ ] TO WITHHOLD ALL NOMINEES [ ] FOR ALL NOMINEES,
EXCEPT AS NOTED
Proposal Two: Proposal to increase the authorized shares of Common stock from
10,000,000 shares to 40,000,000 shares.
[ ] FOR THE INCREASE [ ] AGAINST THE INCREASE
