<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] 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-2.
</TABLE>
QUEENS COUNTY BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] 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.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
[QUEENS COUNTY BANCORP, INC. LETTERHEAD]
March 19, 1997
Fellow Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
of Queens County Bancorp, Inc., the holding company for Queens County Savings
Bank, Flushing, New York, which will be held on April 16, 1997, at 10:00 a.m.,
Eastern Time, at the Sheraton LaGuardia East Hotel, 135-20 39th Avenue, in
Flushing, New York.
The attached notice of the Annual Meeting and Proxy Statement
describes the formal business to be transacted at the Annual Meeting. Directors
and officers of Queens County Bancorp, Inc., as well as a representative of
KPMG Peat Marwick LLP, the Company's independent auditors, will be present at
the Annual Meeting to respond to any questions that our shareholders may have.
The Board of Directors of Queens County Bancorp, Inc. has determined
that the matters to be considered at the Annual Meeting are in the best
interests of the Company and its shareholders. 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 AS A MAJORITY OF THE 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, I thank you for your continued interest and support.
Sincerely,
/s/ Joseph R. Ficalora
Joseph R. Ficalora
Chairman, President, and
Chief Executive Officer
<PAGE> 3
QUEENS COUNTY BANCORP, INC.
38-25 MAIN STREET
FLUSHING, NEW YORK 11354
----------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 16, 1997
----------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of Queens County Bancorp, Inc. will be held on April 16, 1997,
at 10:00 a.m., Eastern Time, at the Sheraton LaGuardia East Hotel, 135-20 39th
Avenue, in Flushing, New York.
The purpose of the Annual Meeting is to consider and vote upon the
following matters:
1. The election of three directors to three-year terms of office each;
2. The ratification of the Queens County Bancorp, Inc. 1997 Stock
Option Plan;
3. The ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors of the Company for the fiscal year ending
December 31, 1997; and
4. Such other matters as may properly come before the meeting or any
adjournments thereof, including whether or not to adjourn the
meeting.
The Board of Directors has established March 7, 1997, as the record
date for the determination of shareholders entitled to receive notice of and to
vote at the Annual Meeting and at any adjournments thereof. Only record holders
of the common stock of the Company as of the close of business on that date will
be entitled to vote at the Annual Meeting or any adjournments thereof. In the
event that there are not sufficient votes for 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 shareholders entitled to vote at the Annual Meeting will
be available at Queens County Bancorp, Inc., 38-25 Main Street, Flushing, New
York 11354, for a period of ten days prior to the Annual Meeting and will also
be available at the meeting itself.
By Order of the Board of Directors,
/s/ Michael J. Lincks
Michael J. Lincks
Executive Vice President and
Corporate Secretary
Flushing, New York
March 19, 1997
<PAGE> 4
QUEENS COUNTY BANCORP, INC.
-----------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 16, 1997
-----------------------
SOLICITATION AND VOTING OF PROXIES
This proxy statement is being furnished to shareholders of Queens
County Bancorp, Inc. (the "Company") in connection with the solicitation by the
Board of Directors ("Board of Directors" or "Board") of proxies to be used at
the Annual Meeting of Shareholders (the "Annual Meeting"), to be held on April
16, 1997, and at any adjournments thereof. The 1996 Annual Report to
Shareholders, including consolidated financial statements for the fiscal year
ended December 31, 1996, accompanies this proxy statement, which is first being
mailed to shareholders on or about March 19, 1997.
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. Shareholders are requested to vote by completing
the enclosed proxy card and returning it signed and dated in the enclosed
postage-paid envelope. Shareholders are urged to indicate their vote in the
spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF DIRECTORS
OF THE COMPANY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN THEREIN.
WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXY CARDS WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT AND FOR THE
RATIFICATION OF THE SPECIFIC PROPOSALS PRESENTED THEREIN.
Other than the matters listed on the attached Notice of Annual Meeting
of Shareholders, the Board of Directors knows of no other matters that will be
presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxyholders 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 or any adjournments
thereof, including whether or not to adjourn the meeting.
A proxy may be revoked at any time prior to its exercise by the filing
of 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
SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED
APPROPRIATE DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE PERSONALLY AT THE
ANNUAL MEETING.
The cost of solicitation of proxies on behalf of management will be
borne by the Company. In addition to the solicitation of proxies by mail,
ChaseMellon Shareholder Services, L.L.C., a proxy solicitation firm, will assist
the Company in soliciting proxies for the Annual Meeting and will be paid a fee
of $4,000, 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 subsidiary, Queens County Savings Bank (the "Bank"), without additional
compensation therefor. The Company will also request persons, firms, and
corporations holding shares in
1
<PAGE> 5
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 ("Common Stock"), 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.
The close of business on March 7, 1997, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
shareholders of record entitled to notice of and to vote at the Annual Meeting
and any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 7,535,714 shares.
As provided in the Company's Certificate of Incorporation, 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 in respect of 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 by, 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 for 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 shareholder 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.
As to the matter being proposed for shareholder action set forth in
Proposal 2, the proxy card being provided by the Board of Directors enables a
shareholder to check the appropriate box on the proxy card to (i) vote "FOR" the
item, (ii) vote "AGAINST" the item, or (iii) "ABSTAIN" from voting on such item.
An affirmative vote of the holders of a majority of the shares of Common Stock
present at the Annual Meeting, in person or by proxy, and entitled to vote is
required to constitute shareholder ratification of this proposal. Shares as to
which the "ABSTAIN" box has been selected on the proxy card with respect to
Proposal 2 will be counted as present and entitled to vote and will have the
effect of a vote against the matter for which the
2
<PAGE> 6
"ABSTAIN" box has been selected. In contrast, shares underlying broker non-votes
or in excess of the Limit will not be counted as present and entitled to vote
and will have no effect on the vote on the matter presented.
As to the approval of KPMG Peat Marwick LLP as independent auditors of
the Company and all other matters that may properly come before the Annual
Meeting, by checking the appropriate box, you may: (i) vote "FOR" the item; (ii)
vote "AGAINST" the item; or (iii) "ABSTAIN" with respect to the item. Under the
Company's Bylaws, unless otherwise required by law, all such matters shall be
determined by a majority of the votes cast affirmatively or negatively, without
regard to either (a) broker non-votes, or (b) proxies marked "ABSTAIN" as to
that matter.
Proxies solicited hereby will be returned to ChaseMellon Shareholder
Services, L.L.C., and will be tabulated by inspectors of election designated by
the Board of Directors, who will not be employed by, or be a director of, the
Company or any of its affiliates.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as to those persons believed
by management to be beneficial owners of more than 5% of the Company's
outstanding shares of Common Stock on the Record Date or as disclosed in certain
reports regarding such ownership filed with the Company and with the Securities
and Exchange Commission ("SEC"), in accordance with Sections 13(d) and 13(g) of
the Securities Exchange Act of 1934, as amended ("Exchange Act"), by such
persons and groups. Other than those persons listed below, the Company is not
aware of any person or group, as such term is defined in the Exchange Act, that
owns more than 5% of the Company's Common Stock as of the Record Date.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
NAME AND ADDRESS BENEFICIAL OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP (1) CLASS
- -------------- ------------------- ------------- -------
<S> <C> <C> <C>
Common Stock Queens County Savings 1,372,538(2) 18.21%
Bank Employee Stock
Ownership Plan ("ESOP")
38-25 Main Street
Flushing, New York 11354
Common Stock Emigrant Savings Bank 419,666(3) 5.57
5 East 42nd Street
New York, New York 10017
</TABLE>
(1) Shares adjusted for the 4-for-3 stock split effective August 22, 1996.
(2) Shares of Common Stock were acquired by the ESOP in the conversion of
the Bank from mutual to stock form (the "Conversion"), and after the
Conversion, through purchases in the open market. Harold E. Johnson,
Donald M. Blake, and Luke D. Lynch administer the ESOP as a committee
(the "ESOP Committee"). An independent corporate trustee has been
appointed as the trustee for the ESOP ("ESOP Trustee"). The ESOP
Trustee must vote all allocated shares held in the ESOP in accordance
with the instructions of the participants. Under the ESOP, unallocated
shares will be voted by the ESOP Trustee in a manner calculated to most
accurately reflect the instructions received from participants
regarding the allocated stock so long as such vote is in accordance
with the provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). At March 7, 1997, 388,151 shares were
allocated under the ESOP and 984,387 were unallocated.
(3) Information is based on a Schedule 13D filed November 13, 1995 in which
Emigrant Savings Bank and two of its affiliates disclosed that it owned
419,666 shares (adjusted for the 4-for-3 stock split effective August
22, 1996) as of that date.
3
<PAGE> 7
PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
All persons standing for election as director were unanimously
nominated by the Nominating Committee of the Board of Directors. No person being
nominated as a director is being proposed for election pursuant to any agreement
or understanding between any person or the Company.
Pursuant to its Bylaws, the number of directors of the Company is set
at eleven (11), unless otherwise designated by the Board of Directors. The
eleven members of the Board of Directors of the Company also presently serve as
directors of the Bank. 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 nominees proposed for election at this year's Annual Meeting are
Donald M. Blake, Joseph G. Chisholm, and Joseph R. Ficalora.
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.
INFORMATION WITH RESPECT TO THE NOMINEES, CONTINUING DIRECTORS, AND EXECUTIVE
OFFICERS
The following table sets forth, as of the Record Date, the names of the
nominees and the continuing directors and executive officers, their ages, and a
brief description of their recent business experience, including present
occupations and employment, 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 and all directors and executive officers as a group as of the
Record Date.
4
<PAGE> 8
<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL EXPIRATION COMMON STOCK
OCCUPATION AT PRESENT DIRECTOR OF TERM AS BENEFICIALLY PERCENT OF
AND FOR PAST FIVE YEARS AGE SINCE (1) DIRECTOR OWNED (2) CLASS
----------------------- --- --------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
NOMINEES
Donald M. Blake 72 1968 2000 61,042 (3)(4)(5) .81%
President and Chief
Executive Officer of
Joseph J. Blake &
Assoc., Inc., a
national real estate
appraisal company.
Joseph G. Chisholm 66 1988 2000 18,127 (3)(4) .24
President, Joseph G.
Chisholm & Co.;
previously Senior Vice
President of a NYSE
brokerage firm.
Joseph R. Ficalora 50 1989 2000 206,720 (6)(7)(8) 2.70
Chairman of the Board,
President, and Chief
Executive Officer of the
Company; President and
Chief Executive Officer
of the Bank since
January 1, 1994;
President and Chief
Operating Officer of the
Bank from 1989 to December
31, 1993.
CONTINUING DIRECTORS
Harold E. Johnson 78 1965 1998 64,281 (3)(4) .85
Retired Executive Vice
President, Chief Financial
Officer, and Director of
Continental Corporation,
an insurance holding
company; Director of
Independence Holding
Company, a diversified
holding corporation in
Connecticut.
Luke D. Lynch 75 1978 1998 69,951 (3)(4) .92
Senior partner at the
law firm of D'Amato and
Lynch; Director of
Baltica-Scandinavia
Reinsurance Company of
America, Inc.; Director
of Pawadin Reinsurance
Corp. and Merrion
Insurance Company.
Henry E. Froebel 73 1984 1998 30,228 (3)(4) .40
Retired Vice Chairman
of Rollins Hudig Hall of
New York, an insurance
brokerage firm.
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL EXPIRATION COMMON STOCK
OCCUPATION AT PRESENT DIRECTOR OF TERM AS BENEFICIALLY PERCENT OF
AND FOR PAST FIVE YEARS AGE SINCE (1) DIRECTOR OWNED (2) CLASS
----------------------- --- --------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Howard C. Miller 73 1985 1998 31,920 (3)(4) .42
Retired Senior Vice
President-Mortgages of
the Bank.
Daniel C. Maher 71 1978 1999 155,702 (5)(6) 2.05
Chairman of the Board of (7)(8)
the Bank; Retired as
Chief Executive Officer
of the Bank on
December 31, 1993.
Max L. Kupferberg 77 1983 1999 253,526 (3)(4)(5) 3.35
Treasurer and General
Manager of Kepco, Inc.,
a manufacturer of
electrical equipment.
Dominick Ciampa 63 1995 1999 25,543 (3)(4)(5) .34
Principal, Ciampa
Organization, a local
real estate development
firm.
Richard H. O'Neill 65 1995 1999 8,009 (3)(4) .11
Financial consultant;
Retired Executive Vice
President, Finance, New
York Shipping Assoc., Inc.
NAMED EXECUTIVE OFFICERS
Michael J. Lincks 39 -- -- 89,093 (6)(7)(8) 1.18
Executive Vice President
and Corporate Secretary of
the Company; Executive Vice
President of the Bank since
1992; former Senior Vice
President-Real Estate
Lending and First Vice
President-Comptrollers
Department at another
financial institution;
Executive Vice President
of each of the Bank's
subsidiaries.
Russ DiBenedetto 54 -- -- 86,724 (6)(7)(8 1.14
Senior Vice President of
the Company; Senior Vice
President and Auditor of
the Bank since 1991;
prior to 1991, Auditor
of the Bank; Auditor of
each of the Bank's
subsidiaries.
</TABLE>
6
<PAGE> 10
<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL EXPIRATION COMMON STOCK
OCCUPATION AT PRESENT DIRECTOR OF TERM AS BENEFICIALLY PERCENT OF
AND FOR PAST FIVE YEARS AGE SINCE (1) DIRECTOR OWNED (2) CLASS
----------------------- --- --------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
James J. O'Donovan 54 -- -- 85,083 (6)(7)(8) 1.12
Senior Vice President
of the Company; Senior
Vice President and
Mortgage Officer of the
Bank since 1987;
President of each of
the Bank's subsidiaries.
Robert Wann 42 -- -- 84,333 (6)(7)(8) 1.11
Senior Vice President,
Comptroller, and Chief
Financial Officer of
the Company; Senior Vice
President and Comptroller
of the Bank since 1992;
formerly Vice President
and Comptroller of the
Bank; Treasurer of each
of the Bank's subsidiaries.
All directors and executive 1,270,282 (9) 16.74%
officers as a group (15
persons)
</TABLE>
- --------
(1) Includes years of service as a trustee of the Company's predecessor,
the Bank.
(2) Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting or dispositive power as to shares
reported herein (except as noted). Shares adjusted for the 3-for-2
stock split effective September 30, 1994, and the 4-for-3 stock split
effective August 22, 1996, (the "Stock Splits").
(3) Includes 728 shares pursuant to awards granted to each Messrs. Ciampa
and O'Neill, respectively, under the Queens County Savings Bank
Recognition and Retention Plan for Outside Directors (Directors' RRP")
which have not yet vested. Although awards granted to Messrs. Ciampa
and O'Neill under the plan vest at a rate of 33-1/3% per year
commencing October 17, 1996 and November 21, 1996, respectively, each
participant presently has voting power as to the shares awarded. All
shares awarded to Messrs. Johnson, Blake, Lynch, Kupferberg, Froebel,
Miller, and Chisholm under the Directors' RRP were vested at November
23, 1996.
(4) Includes 41,078; 41,078; 41,078; 32,338; 13,346; 25,346; 13,346; 6,118;
and 6,117 shares underlying options granted to Messrs. Johnson, Blake,
Lynch, Kupferberg, Froebel, Miller, Chisholm, Ciampa, and O'Neill,
respectively, under the Queens County Bancorp, Inc. 1993 Stock Option
Plan for Outside Directors ("Directors' Option Plan") all of which are
currently exercisable.
(5) Includes 4,427; 20,773; 42,344; and 4,000 shares owned by spouses of
Messrs. Blake, Maher, Kupferberg, and Ciampa, respectively, for which
the directors disclaim beneficial ownership. Also includes 1,000 shares
wherein Mr. Ciampa is co-trustee along with his spouse, of trusts for
his children.
(6) Includes, 26,221; 17,480; 8,741; 8,741; 8,741; and 8,741 shares
pursuant to awards granted to Messrs. Maher, Ficalora, Lincks,
DiBenedetto, O'Donovan, and Wann, respectively, under the Queens County
Savings Bank Recognition and Retention Plan for Officers and Employees
("Officers' and Employees' RRP") which have not yet vested. Although
awards granted under the Officers' and Employees' RRP vest at a rate of
20% per year commencing January 1, 1995, each participant presently has
voting power as to the shares awarded. At March 7,1997, three-fifths of
the awards granted to the executive officers under the Officers' and
Employees' RRP had vested.
(7) Includes 65,550; 109,250; 43,700; 43,700; 43,700; and 43,700 shares
underlying options granted to Messrs. Maher, Ficalora, Lincks,
DiBenedetto, O'Donovan, and Wann, respectively, under the Queens County
Bancorp, Inc. 1993 Incentive Stock Option Plan ("Incentive Option
Plan"), all of which are currently exercisable.
(8) Includes 1,809; 7,481; 8,835; 7,411; 7,930; and 7,614 shares allocated
under the ESOP to the accounts of Messrs. Maher, Ficalora, Lincks,
DiBenedetto, O'Donovan, and Wann respectively. Includes 16,355; 9,101;
13,660; 5,464; and 5,026 shares purchased by the Incentive Savings Plan
of Queens County Savings Bank trustee for the accounts of Messrs.
Ficalora, Lincks, DiBenedetto, O'Donovan, and Wann, respectively. Also
includes 1,596; 20,253; 6,518; 3,213; 4,635; and 3,653 shares allocated
under the Queens County Savings Bank Supplemental Benefits Plan to the
accounts of Messrs. Maher, Ficalora, Lincks, DiBenedetto, O'Donovan,
and Wann, respectively.
(9) Includes 1,456 shares pursuant to awards granted to directors in the
aggregate under the Directors' RRP which are unvested. Includes 78,665
shares pursuant to awards granted to executive officers in the
aggregate under the Officers' and Employees' RRP which are unvested.
Includes 219,846 shares underlying options granted to directors under
the Directors' Option Plan and 349,600 shares underlying options
granted to executive officers under the Incentive Option Plan, all of
which are currently exercisable. Also includes 41,080; 49,606; and
39,868 shares accumulated for the benefit of executive officers in the
aggregate under the ESOP, Incentive Savings Plan, and Supplemental
Benefits Plan, respectively.
7
<PAGE> 11
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company conducts its business through its
meetings and through activities of its committees. The Board of Directors of the
Company meets periodically. During 1996, the Board of Directors of the Company
held nine (9) regular 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 director served during fiscal year 1996. The Board of
Directors of the Company also maintains committees, the nature and composition
of which are described below:
AUDIT COMMITTEE. The Audit Committee of the Company consists of Messrs.
Kupferberg (Chairman), Lynch, and Froebel, all of whom are outside directors.
This committee meets with the Internal Auditor to review the summary of internal
audits of the Bank's quarterly results. The Audit Committee met two (2) times in
1996.
NOMINATING COMMITTEE. The Company's Nominating Committee for the 1997
Annual Meeting consisted of Messrs. Johnson (Chairman), Blake, Maher, Lynch,
Kupferberg, Froebel, and Ficalora. The committee considers and recommends the
nominees for director to stand for election at the Company's Annual Meeting of
Shareholders. The Company's Certificate of Incorporation and Bylaws provide for
shareholder nominations of directors. These provisions require such nominations
to be made pursuant to timely notice in writing to the Secretary of the Company.
The shareholder's notice of nomination must contain all information relating to
the nominee which is required to be disclosed by the Company's Bylaws and by the
Exchange Act. See "Additional Information - Notice of Business to Be Conducted
at an Annual Meeting." The members of the Nominating Committee met at the Board
meeting held on January 21, 1997.
COMPENSATION COMMITTEE. The Compensation Committee of the Company
consists of Messrs. Johnson (Chairman), Blake, and Lynch. This committee meets
to establish compensation for the executive officers and to review the incentive
compensation programs when necessary. The Compensation Committee met one (1)
time in 1996.
DIRECTORS' COMPENSATION
DIRECTORS' FEES. Directors of the Company do not receive any fees or
retainers for serving on the Company's Board of Directors. Outside directors and
directors emeritus of the Bank receive an annual retainer of $15,000 and a fee
of $500 per Board meeting attended. Outside directors also receive an annual
retainer for Committee service ranging from $1,000 to $8,000, depending upon the
committee, and receive fees ranging from $250 to $500 for each committee meeting
attended.
DIRECTORS' DEFERRED FEE PLAN. The Bank maintains the Queens County
Savings Bank 1993 Directors' Deferred Fee Stock Unit Plan (the "Directors'
Deferred Fee Plan"). This plan provides an opportunity for the members of the
Board of Directors of the Bank active in such capacity on the effective date of
the Plan, to defer receipt of fees otherwise currently payable
8
<PAGE> 12
to them in exchange for the receipt at the time they cease to serve as Directors
with a benefit based on the value of the common stock of the Company, and to
provide the Bank with the use of the funds for business activities. The deferral
of fees under the Plan applies to all fees received by directors: regular
meeting fees, special meeting fees, and committee fees.
OUTSIDE DIRECTORS' CONSULTATION AND RETIREMENT PLAN. The Bank maintains
the Outside Directors' Consultation and Retirement Plan (the "Consultation
Plan") to provide benefits to outside directors and to ensure their continued
service and assistance in the conduct of the Bank's business in the future.
Under the Consultation Plan, a director who currently is not an officer or
employee of the Bank and has served as a director for at least ten years (with
credit given for prior service as a trustee of the Bank), has attained the age
of 65, and agrees to provide continuing service to the Bank, will be eligible,
upon retirement, to receive an annual benefit equal to the average of the
director's annual retainer and meeting fees over the 36-month period preceding
the director's termination date, for a period equal to the lesser of the number
of months such director agrees to provide consulting services after retirement,
or ten years. The Consultation Plan is unfunded.
LIFE INSURANCE BENEFIT FOR OUTSIDE DIRECTORS. The Company provides life
insurance for outside directors of the Bank and the Company. The premiums paid
by the Company for this insurance coverage for each outside director during 1996
amounted to $4,059 and are tax deductible by the Company, assuming certain
requirements are met.
DIRECTORS' OPTION PLAN. Under the Queens County Bancorp, Inc. 1993
Stock Option Plan for Outside Directors (the "Directors' Option Plan"), outside
directors were granted non-statutory stock options to purchase a number of
shares of Common Stock, depending upon length of Board service. Under the
Directors' Option Plan, Messrs. Johnson, Blake, Lynch, Kupferberg, Froebel,
Miller, and Chisholm were granted options to purchase 41,078, 41,078, 41,078,
32,338, 25,346, 25,346, and 25,346 shares, as adjusted for the Stock Splits,
respectively, at an exercise price of $12.50; Messrs. Ciampa and O'Neill were
granted options to purchase 6,118 and 6,117 shares, as adjusted for the Stock
Splits, at exercise prices of $30.98 and $29.81, respectively. All of these
options are currently exercisable. Each option granted under the Directors'
Option Plan expires upon the earlier of ten (10) years following the date of
grant or one (1) year following the date the outside director ceases to be a
director.
BANK RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS. Under the
Directors' RRP, each outside director at the time of Conversion was awarded,
effective November 23, 1993, 8,520 shares of Common Stock, as adjusted for the
Stock Splits. Additionally, each person who was first elected as a director
subsequent to November 23, 1993, was awarded 1,092 shares of Common Stock, as
adjusted for the Stock Splits which constituted all of the remaining shares
available in the plan. Awards to directors vest in three equal annual
installments commencing on the first anniversary of the effective date of the
award. Awards will be 100% vested upon termination of employment or service as a
director due to death, disability, or retirement of the director or following a
change in the control of the Bank or the Company. In the event that before
reaching normal retirement a director terminates service with the Bank or the
Company, the director's nonvested awards will be forfeited. When
9
<PAGE> 13
shares become vested and are actually distributed in accordance with the
Directors' RRP, the recipients will also receive amounts equal to any accrued
dividends with respect thereto. Prior to vesting, recipients of awards may
direct the voting of the shares allocated to them.
EXECUTIVE COMPENSATION
The following 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 (the "Securities Act") or the Exchange Act, except as
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 Securities and Exchange Commission ("SEC"), the Company is
required to provide certain data and information in regard to the compensation
and benefits provided to the Company's chief executive officer and other
executive officers of the Company. The disclosure requirements for the chief
executive officer and other executive officers include the use of tables and a
report explaining the rationale and considerations that led to fundamental
compensation decisions affecting those individuals. The Compensation Committee
of the Company ("Compensation Committee") consists only of disinterested outside
directors. The members of the Compensation Committee also serve on the Salary
and Personnel Committee of the Bank. In fulfillment of the SEC requirement, the
Compensation Committee, at the direction of the Board of Directors, has prepared
the following report for inclusion in this Proxy Statement.
The Compensation Committee is responsible for conducting periodic
reviews of the executive compensation of senior executives, including the Chief
Executive Officer ("CEO"). The Compensation Committee determines salary levels
for senior executives and other officers and amounts of cash bonuses to be
distributed to those individuals, if and as appropriate. Grants of stock options
and restricted stock awards to senior management and key employees, under
certain of the Bank's and the Company's stock-based compensation plans, are also
determined by the Compensation Committee.
This report is submitted by the Compensation Committee and the Board of
Directors of the Company summarizing their involvement in the compensation
decisions and policies adopted by the Bank and the Company for executive
officers generally, and for the CEO, Joseph R. Ficalora, during 1996.
General Policy. The executive compensation practices of the Company and
the Bank are designed to reward and provide an incentive for executives based on
the achievement of corporate and individual goals. Compensation levels for
executives are established after considering measures including, but not limited
to, financial performance and labor market conditions. Furthermore, qualitative
factors such as commitment, leadership, teamwork, and community involvement are
included in compensation deliberations. The Compensation Committee engaged the
Performance and Compensation Management Group of KPMG Peat
10
<PAGE> 14
Marwick LLP to assist in the implementation of its Executive Compensation Plan.
In its deliberations during 1996, the Committee used the resources of an
employee benefits adviser and publicly available information. The Compensation
Committee has complete access to all necessary personnel records, financial
reports, and other data.
Components of Compensation. In evaluating executive compensation, the
Compensation Committee concentrates on three fundamental components: salary,
annual bonus, and long-term incentive compensation.
Salary levels for senior executives and other officers are reviewed by
the Compensation Committee on an annual basis. Salary levels reflect an
individual's responsibilities and experience and the Compensation Committee's
view of competitive marketplace conditions.
Bonuses have been used to provide cash distributions to executives,
depending upon a variety of factors relating to Bank performance and individual
performance. Although the Compensation Committee decisions are discretionary and
no specific goals are set, the general factors which are used to determine
bonuses are the individual's contribution to the Bank's success since the
executive's last evaluation and the demonstrated capacity to adapt to meet
future needs of the Bank. No particular weightings of the factors are used to
calculate bonuses. The Bank, however, has implemented a goal-based annual
incentive plan for its most senior executives, which is based on a full year's
performance. In preparation of the plan, data was collected on a dozen public
banks operating in the New York metropolitan area. The compensation paid to the
Executive officers and the financial performance of each bank comprising the
peer group were utilized in crafting the Banks' plan. This peer group is not
necessarily comprised of the same institutions which make up the peer group used
in the stock performance graph. The financial performance measures of the Bank
were within the top 10 percentile of its peers in return on average assets, net
interest rate spread and margin, total non-performing loans, net charge-offs to
average loans, and efficiency ratio.
The third component of the executive compensation strategy of the
Company and the Bank is its long-term incentive compensation program, under
which executives receive stock options which offer them the possibility of
future gains, depending on the executive's continued employment by the Company
or the Bank and the long-term price appreciation of the Company's Common Stock.
As part of the long-term program, the Bank also maintains the Officers' and
Employees' RRP which provides for grants of stock which vest over a five-year
period. In the view of the Compensation Committee, a portion of the total
compensation of senior executives over a period of years should consist of such
long-term incentive awards. The awards under these plans were granted in
connection with the Conversion, which occurred in November of 1993. Awards under
these plans consisted of both stock options and restricted stock. All stock
options were granted with exercise prices equal to the fair market value on the
date of grant. The specific factors considered in determining eligibility and
the number of shares to be granted in 1993, which were weighted equally, were
the executive's position and responsibilities, contributions to the strategic
goals of the Bank, and the capacity to adjust to new and more demanding
challenges.
11
<PAGE> 15
Committee Review of Executive Compensation. The Compensation Committee,
in making its recommendations and determinations at year-end 1996 regarding
executive compensation, was influenced by numerous positive considerations. The
principal factor underlying the Compensation Committee's decisions was the
significant role of management and, in particular, key members of the senior
management team, in the Bank's outstanding financial performance. Additionally,
other accomplishments included management's ability to adapt to the demands of
public life and convey to the public markets the Banks' message in a timely and
effective manner. Still, other accomplishments, not measurable in quantitative
form but of equal importance to the Company and the Bank, included improvements
in strategic direction, strengthened internal controls, and regulatory
compliance.
In light of the positive results achieved throughout 1996, the
Compensation Committee determined that increases in executive compensation were
justifiable, both to reward management for accomplishments to date and to
encourage future performance. Accordingly, the Board approved salary increases
and bonuses which it believes reflected appropriate rewards for the individuals'
contributions to the Bank's success in 1996.
Compensation of Chief Executive Officer.
In assessing appropriate types and amounts of compensation for the CEO,
the Board evaluates both corporate and individual performance. Corporate factors
included in such items are: return on average assets, the level of the
efficiency ratio, and the market performance of the Common Stock. Individual
factors include the CEO's initiation and implementation of successful business
strategies, maintenance of an effective management team, and various personal
qualities, including leadership, commitment, and professional and community
standing.
After reviewing the 1996 corporate results in the context of comparison
to corporate and individual peers, as well as his individual contributions, the
Compensation Committee concluded that the CEO, Joseph R. Ficalora, performed
with skill and diligence during 1996. The year was marked by solid financial
performance and Mr. Ficalora deserves a large measure of the credit for this
accomplishment. He assumed personal responsibility for an array of ambitious
operating strategies which were adopted and successfully pursued. Finally, the
Compensation Committee believes that Mr. Ficalora has been personally
responsible for the ongoing success of the Bank and has set the stage for the
continued success of the Bank and the Company.
For these reasons, the Board concurred in 1996 in the increase of Mr.
Ficalora's 1997 salary from $400,000 to $500,000. For performance in 1996, the
Compensation Committee approved and recommended a payment of $140,000 as a cash
bonus to Mr. Ficalora, which was also approved by the Board in 1996 and paid
during the first month of 1997 upon completion of the 1996 financials.
12
<PAGE> 16
Conclusion. The Committee believes that the compensation amounts and
awards recently established for the Bank and the Company's senior executives
reflect appropriate levels, given the significant achievements of the Bank and
the Company and the individual contributions of management in 1996. The
Compensation Committee will continue to emphasize longer term strategic
performance objectives as the Bank and the Company's success continues.
COMPENSATION COMMITTEE OF THE BANK
Harold E. Johnson (Chairman)
Donald M. Blake
Luke D. Lynch
13
<PAGE> 17
STOCK PERFORMANCE GRAPH. The following graph shows a comparison of
total shareholder return on the Common Stock since November 23, 1993, with the
cumulative total return of both a broad-market index and peer group index. The
broad-market index chosen was the Nasdaq Stock Market and the peer group index
chosen was the Media General Industry Group, which is comprised of savings
institutions. The data was provided by Media General Financial Services. The
Company's Common Stock began trading on November 23, 1993.
COMPARISON OF CUMULATIVE TOTAL RETURNS
QUEENS COUNTY BANCORP, INC.
NOVEMBER 23, 1993 - FEBRUARY 28, 1997
[GRAPH]
Summary
1993 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
Queens County Bancorp, Inc. 100 106.25 124.60 187.64 306.73 369.27
MG Group Index 100 103.18 98.83 156.53 204.29 238.48
Nasdaq Market Index 100 103.36 108.52 140.76 174.92 177.53
14
<PAGE> 18
SUMMARY COMPENSATION TABLE. The following table shows, for the years
ending December 31, 1996, 1995, and 1994, the cash compensation paid by the
Bank, as well as certain other compensation paid or accrued for those years, to
the chief executive officer and the four highest paid executive officers of the
Company and the Bank who received salary and bonus in excess of $100,000 in
fiscal year 1996 ("Named Executive Officers"). The Company does not pay any cash
compensation.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------- -----------------------------------------
AWARDS PAYMENTS
--------------------------- ------------
SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPENSATION STOCK AWARDS OPTIONS/ LTIP COMPENSATION
PRINCIPAL OFFICER YEAR ($)(1) ($) ($)(2) ($) SARs (#) PAYMENTS (3) ($)(4)
- ----------------- ---- ------ ----- ------------ ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph R. Ficalora 1996 $400,000 $140,000 -- -- -- None $649,511
Chairman of the 1995 300,000 90,000 -- -- -- None 237,771
Board, President, 1994 250,000 75,000 -- -- -- None 75,950
and Chief Executive
Officer
Michael J. Lincks 1996 225,000 61,875 -- -- -- None 345,838
Executive Vice 1995 175,000 39,375 -- -- -- None 130,161
President and 1994 150,000 33,750 -- -- -- None 45,766
Corporate Secretary
James J. O'Donovan 1996 175,000 48,125 -- -- -- None 295,099
Senior Vice 1995 130,000 29,250 -- -- -- None 107,017
President 1994 110,000 24,750 -- -- -- None 33,682
Robert Wann 1996 155,000 31,000 -- -- -- None 266,674
Senior Vice 1995 115,000 17,250 -- -- -- None 95,702
President, 1994 100,000 15,000 -- -- -- None 30,184
Comptroller, and
Chief Financial
Officer
Russ DiBenedetto 1996 135,000 27,000 -- -- -- None 249,666
Senior Vice 1995 105,000 15,750 -- -- -- None 91,864
President 1994 93,000 14,000 -- -- -- None 28,673
</TABLE>
- ------------------
(1) Salary includes deferred compensation.
(2) There were no (a) perquisites over the lesser of $50,000 or 10% of any
of the Named Executive Officer'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) For the years 1996, 1995, and 1994, the Bank had no long-term incentive
plans in existence and therefore made no payouts or awards under such
plans.
(4) Includes allocations under the ESOP for 1996 of 2,909 shares each for
Messrs. Ficalora, Lincks, O'Donovan, Wann, and DiBenedetto,
respectively, which each had market values at December 31, 1996 of
$137,814. Includes allocations of 10,801; 4,391; 3,320; 2,720; and
2,361 shares, which had market values of $511,697; $208,024; $157,285;
$128,860; and $111,852, respectively, at December 31, 1996 for Messrs.
Ficalora, Lincks, O'Donovan, Wann, and DiBenedetto, respectively, under
the Queens County Savings Bank Supplemental Benefits Plan ("SBP").
15
<PAGE> 19
EMPLOYMENT AGREEMENTS. The Bank and the Company have entered into
employment agreements with Messrs. Ficalora, Lincks, DiBenedetto, O'Donovan, and
Wann (the "Executives"). The employment agreements are intended to ensure that
the Bank and Company will be able to maintain a stable and competent management
base. The continued success of the Bank and the Company depends to a significant
degree on the skills and competence of these executive officers.
The Bank's and the Company's employment agreements (collectively, the
"Employment Agreements") are substantially similar. The Employment Agreements
provide for initial three-year terms. Each contract provides for daily
extensions such that the term of the contract will always be three years unless
written notice is provided by either party, but, in no event, may the term of
the agreement extend beyond the last day of the month in which the Executive
attains the age of 65. The Employment Agreements provide for a base salary which
will be reviewed annually. The current base salaries of Messrs. Ficalora,
Lincks, DiBenedetto, O'Donovan, and Wann are $500,000, $275,000, $165,000,
$225,000, and $200,000, respectively. In addition to base salary, the employment
agreements provide for, among other things, disability pay, participation in
stock benefit plans, and other benefits applicable to executive personnel. The
Employment Agreements do not preclude termination of the Executive by the Bank
or the Company for cause at any time. In the event that the Bank or the Company
chooses to terminate the executive's employment for reasons other than for cause
or disability, or in the event of the executive's resignation from the Bank and
the Company upon (i) failure to re-elect the executive to his current offices
or, if applicable, re-nominate the executive for election to the Board, (ii) a
material change in the executive's functions, duties, responsibilities, benefits
or perquisites, or relocation of his principal place of employment, (iii)
liquidation or dissolution of the Bank or the Company, or (iv) a material breach
of the Agreement by the Bank or the Company, the Executive (or in the event of
death following such termination, his beneficiary) would be entitled to
severance pay in an amount equal to the remaining salary payments under the
Employment Agreement, and other cash compensation and benefits during the
remaining term of the agreement.
If the Executive is terminated for reasons other than cause following a
change in control of the Bank or the Company, or if the Executive terminates his
employment upon a change in control following his demotion, loss of title,
office, or significant authority, a reduction in his compensation or a
relocation of his principal place of employment, the Executive (or in the event
of death following such termination, his beneficiary) would be entitled to a
payment equal to the greater of (i) the payments due under the remaining term of
the agreement or (ii) three times his average annual compensation over the three
years preceding his termination of employment. In addition, the Executive would
be entitled to continued life, health, dental, and disability coverage for the
thirty-six month period following his termination upon a change in control. In
the event that payments made to the Executive upon a change in control would
result in an "excess parachute payment" as defined under Section 280G of the
Code, an excise tax would be imposed on the Executive and the Company would be
denied a deduction for such excess. The Agreements have been amended to provide
that the Company would indemnify the Executive for any such excise taxes, and
any additional income, employment, and excise taxes imposed as a result of such
indemnification. A "change in control" is generally defined to mean, during the
term of the agreement, an event that would be reported in response to Item 1(a)
of the Current Report on
16
<PAGE> 20
Form 8-K, or the acquisition of Company or Bank stock that would require the
Federal Reserve Bank's approval under the Bank Holding Company Act, or Federal
Deposit Insurance Corporation approval under the Change in Bank Control Act, or
the acquisition by a person or group of persons of 20% or more of the Bank's or
the Company's Common Stock, or a tender offer, exchange offer, merger, or other
form of business combination, sale of assets, or contested election of directors
which results in a change of a majority of the Board of Directors. Payments to
the executive under the Bank's Agreements will be guaranteed by the Company in
the event that payments or benefits are not paid by the Bank.
In the event of a change in control, based upon the past fiscal year's
salary and bonus, Messrs. Ficalora, Lincks, DiBenedetto, O'Donovan, and Wann
would receive approximately $1,620,000; $860,625; $486,000; $669,375; and
$558,000, respectively, in severance payments in addition to other cash and
non-cash benefits provided for under the agreements. Any outstanding options or
awards under the RRPs would vest in the event of a change in control.
INCENTIVE STOCK OPTION PLAN. The Company maintains the Incentive Stock
Option Plan for the benefit of officers and employees of the Bank. The following
table provides certain information with respect to the number of shares of
Common Stock represented by outstanding stock options held by the executive
officers as of December 31, 1996. Also reported are the values for
"in-the-money" options which represent the positive spread between the exercise
price of any such existing stock options and the year-end price of the Common
Stock. The information set forth herein reflects the Stock Splits.
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF SECURITIES UNDERLYING
UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS AT DECEMBER 31, 1996 OPTIONS AT DECEMBER 31,1996
------------------------------- ------------------------------
EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
NAME (#) ($)(1)
- ---- ------------------------------- ------------------------------
<S> <C> <C>
Joseph R. Ficalora 109,250 / -0- $3,810,094 / -0-
Michael J. Lincks 43,700 / -0- $1,524,038 / -0-
Russ DiBenedetto 43,700 / -0- $1,524,038 / -0-
James J. O'Donovan 43,700 / -0- $1,524,038 / -0-
Robert Wann 43,700 / -0- $1,524,038 / -0-
</TABLE>
(1) Market value of underlying securities on December 31, 1996 ($47.375)
minus the exercise or base price, $12.50 per share.
RETIREMENT PLAN. The Bank maintains the Queens County Savings Bank
Retirement Plan ("Retirement Plan"), a non-contributory qualified defined
benefit plan, and the SBP, an unfunded non-qualified pension plan. The following
table indicates the annual retirement
17
<PAGE> 21
benefit that would be payable under the plans upon retirement at age 65 to a
participant electing to receive his retirement benefit in the standard form of
benefit, assuming various specified levels of plan compensation and various
specified years of credited service. The benefits listed in the retirement
benefit table are not subject to any Social Security or other offset amounts.
<TABLE>
<CAPTION>
YEARS OF BENEFIT SERVICE AT
NORMAL RETIREMENT AGE
----------------------------------------------------------------
FINAL
AVERAGE
SALARY(1) 10 15 20 25 30 40
- -------- -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
$100,000 $ 20,000 $ 30,000 $ 40,000 $ 50,000 $ 60,000 $ 70,000
150,000 30,000 45,000 60,000 75,000 90,000 105,000
200,000 40,000 60,000 80,000 100,000 120,000 140,000
250,000 50,000 75,000 100,000 125,000 150,000 175,000
300,000 60,000 90,000 120,000 150,000 180,000 210,000
400,000 80,000 120,000 160,000 200,000 240,000 280,000
500,000 100,000 150,000 200,000 250,000 300,000 350,000
</TABLE>
- ------------
(1) The covered salary under the Retirement Plan and the SBP is the amount
shown in the column entitled "Salary" in the summary compensation table
and does not include amounts shown in the column entitled "Bonus" in
such table.
The following table sets forth the years of credited service (i.e., benefit
service) as of December 31, 1996 for each executive officer.
<TABLE>
<CAPTION>
CREDITED SERVICE YEARS
----------------------
<S> <C>
Joseph R. Ficalora.......... 31
Michael J. Lincks........... 4
Russ DiBenedetto............ 9
James J. O'Donovan.......... 10
Robert Wann................. 14
</TABLE>
SUPPLEMENTAL BENEFITS PLAN. For the year ended December 31, 1996,
supplemental retirement benefits of $103,569 were accrued for all eligible
employees. The SBP provides employees who are subject to the limitations imposed
by the Internal Revenue Code with supplemental benefits to replace, in part,
benefits which, but for the limitations, would otherwise be due or available to
them.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Bank does not make loans to either its executive officers or
directors. Loans made to officers and employees are made in the ordinary course
of business and are made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and do not involve more than the normal risk of
collectibility or present other unfavorable features. The Bank provides loans to
its
18
<PAGE> 22
officers and employees to purchase or refinance personal residences as well as
consumer loans. The Bank provides loans for non-executive officers and employees
at the Bank at reduced loan service charges.
PROPOSAL 2. RATIFICATION OF THE QUEENS COUNTY BANCORP, INC.
1997 STOCK OPTION PLAN
On February 18, 1997, the Board of Directors unanimously adopted the Queens
County Bancorp, Inc. 1997 Stock Option Plan (the "Plan"), pursuant to which up
to 350,000 shares of Common Stock of the Company (subject to increase as
described below) may be issued to assist the Company in recruiting and retaining
directors and key management employees. The Plan, attached hereto as Exhibit A,
will permit the award of Incentive Stock Options, Non-Qualified Stock Options,
and Reload Options to eligible employees and outside directors upon such terms
as the Compensation Committee of the Board of Directors (the "Committee") may
determine, consistent with the terms of the Plan. A complete copy of the Plan is
attached to this Proxy Statement as Exhibit A. The following summary of the
material features of the Plan is necessarily incomplete and selective and is
qualified in all respects by more detailed information appearing under the same
and other headings in the full text of the Plan. The Board recommends that
shareholders approve the plan.
ADMINISTRATION
The Committee administers the Plan. The Committee has the sole discretion,
subject to certain limitations, to interpret the Plan; to select Plan
Participants; to determine the type, size, terms, and conditions of awards under
the Plan; to authorize the grant of such awards; to prescribe the form of
agreements; and to adopt, amend, and rescind rules relating to the Plan. All
determinations of the Committee are conclusive. The Company bears all expenses
of administering the Plan.
ELIGIBILITY
Any employee and any member of the Board of Directors of the Company or its
subsidiaries who, in the judgment of the Committee, has contributed
significantly or can be expected to contribute significantly to the profits or
growth of the Company or a subsidiary is eligible for selection by the Committee
to participate in the Plan.
SHARES AVAILABLE
Subject to the provisions of the Plan regarding annual and other adjustments
described below, no more than 350,000 shares of the Company's Common Stock may
be issued pursuant to the Plan. The maximum number of shares of Common Stock
available for grants of Reload Options under the Plan shall be 200,000, which
amount, beginning on January 1, 1999 and ending on December 31, 2006, shall be
increased in each fiscal year of the Company by an amount equal to one percent
(1%) of the total number of shares of Common Stock outstanding as of the first
day of each such fiscal year. Each such maximum number of shares of Common Stock
is subject to adjustment (after taking into account the preceding annual
increase in the
19
<PAGE> 23
maximum number of shares of Common Stock available for grants of Reload Options)
as provided for under the Plan. Shares of Common Stock subject to grants under
the Plan may be either authorized but previously unissued shares of Common Stock
or previously issued shares of Common Stock that have been reacquired by the
Company. In addition to the annual adjustment of available shares, the Plan
provides for proportional adjustments in the event of various changes in the
capitalization of the Company. Any shares of Common Stock subject to an
Incentive Stock Option or Non-statutory Stock Option which are not issued prior
to the expiration of such awards, will again be available for award under the
Plan. If any Reload Option terminates without being exercised, the shares of
Common Stock subject to such terminated Reload Option shall be available for
distribution in connection with subsequent grants of Reload Options under the
Plan.
INCENTIVE STOCK OPTIONS AND NON-STATUTORY STOCK OPTIONS ("OPTIONS")
The Committee may authorize the grant of either Incentive Stock Options
("ISOs"), as defined under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or Non-statutory Stock Options ("NSOs") which are subject
to certain terms and conditions including the following: (1) the option price
per share will be determined by the Committee; however, in no event will the
price of the ISOs be less than 100 percent of the fair market value of the
Common Stock on the date the Option is granted; (2) the term of the Option will
be fixed by the Committee, but the maximum period in which an ISO may be
exercised shall not, in any event, exceed ten years from the date the ISO is
granted; (3) Options will not be transferable other than by will or the laws of
intestate succession; provided, however, that with respect to NSOs, the
Committee or the Board may, in their sole discretion permit transferability if
such transfer is, in the determination of the Committee or the Board, for valid
estate planning purposes and such transfer is permitted under the Code and Rule
16b-3 of the Securities Exchange Act of 1934 ("Exchange Act"), as amended; (4)
the purchase price of Common Stock upon exercise of an Option will be paid in
full to the Company at the time of the exercise of the Option in cash, or, at
the discretion of the Committee, by surrender to the Company of previously
acquired shares of Common Stock which will be valued at the fair market value of
such shares on the date preceding the date the Option is exercised; (5) an
Option may expire upon termination of employment or within a specified period of
time after termination of employment as provided by the Committee; and (6) the
aggregate fair market value (determined on the date of grant) of the shares of
Common Stock with respect to which ISOs are exercisable for the first time by an
individual during any calendar year shall not exceed $100,000.
Contingent upon the requisite stockholder ratification of the Plan, on February
18, 1997, the Committee granted Options to executive officers for 127,000 shares
(with a reload feature) and Options to outside directors for 80,000 shares (with
a reload feature). Options for 143,000 shares are reserved and available under
the Plan for future grants to outside directors and officers. All Options
granted to officers are intended to be qualified as ISOs to the extent permitted
under Section 422 of the Code.
The proposed grants to officers and outside directors were made pursuant to the
Annual Stock Appreciation Program (the "ASAP") which is designed to promote an
increase in the equity
20
<PAGE> 24
interest of such persons through systematic option exercises and the retention
of shares. Options generally may be exercised under the ASAP, starting on
January 21, 1998, and on each succeeding date immediately following the January
Board meeting (the "Automatic Exercise Date") thereafter until the Plan expires.
The ASAP requires each participant to make an investment in the Company by
contributing to the ASAP currently owned shares. Option exercises occur
automatically when the Fair Market Value on the Automatic Exercise Date exceeds
by 5% or more the exercise price of the lowest priced Option held by an optionee
under the ASAP.
Each proposed Option grant has a reload feature which, each time a
stock-for-stock exercise occurs, entitles participants to receive automatically
a new Option grant at the then Fair Market Value of the Company's Common Stock
on the date of grant. The number of Reload Options granted is equal to the
number of shares contributed by a Participant to effect a stock-for-stock swap.
The Committee may provide that all Option grants become exercisable immediately
upon a Change of Control of the Company or the Bank.
RELOAD OPTIONS
The Committee has the authority to specify at the time of Grant that an optionee
shall be granted the right to a further Option (a "Reload Option") in the event
such optionee exercises all or part of an Option, including a Reload Option (an
"Original Option"), by surrendering in accordance with the Plan already owned
shares of Common Stock in full payment of the Option Price under such Original
Option. Each Reload Option shall be granted on the date of exercise of the
Original Option, shall cover a number of shares of Common Stock not exceeding
the whole number of shares of Common Stock surrendered in payment of the Option
Price under such Original Option, shall have an Option Price equal to the Fair
Market Value on the date of Grant of such Reload Option, shall expire on the
stated expiration date of the Original Option, and shall be subject to such
other terms and conditions as the Plan may dictate or the Committee may
determine.
AMENDMENT OR TERMINATION
The Board may generally amend or terminate the Plan at any time. However, no
amendment to the Plan may become effective until shareholder approval is
obtained if the amendment (i) materially increases the aggregate number of
shares that may be issued pursuant to Options, (ii) materially increases the
benefits to participants under the Plan, or (iii) materially changes the class
of employees eligible to become participants. No amendment will, without a
participant's consent, adversely affect any rights of such participant under any
Grant outstanding at the time such amendment is made except such an amendment
made to cause the Plan to qualify for the exemption under Rule 16b-3 of the
Exchange Act.
DURATION OF PLAN
No Grant may be issued under the Plan after December 31, 2006, provided,
however, a Grant of a Reload Option may be issued after December 31, 2006 upon
the Exercise of an Original Option. Grants issued on or before December 31, 2006
and grants of Reload Options issued
21
<PAGE> 25
after December 31, 2006, upon the exercise of an Original Option as provided in
the Plan, will remain valid in accordance with their terms.
TAX STATUS
Under current Federal income tax laws, the principal Federal tax consequences to
participants and to the Company of the grant and exercise of Incentive Stock
Options or Non-statutory Stock Options pursuant to the provisions of the Plan,
are summarized below.
INCENTIVE STOCK OPTIONS
No income results to a participant upon the grant or exercise of an Incentive
Stock Option, provided (1) there is no disqualifying disposition of option stock
within two years after grant of the Option or one year after the transfer of
such option stock to the participant; and (2) the participant is an employee of
the Company or a subsidiary at all times during the period commencing on the
date of grant and ending on the date three months prior to the date of exercise
(twelve months in the case of a participant who is totally and permanently
disabled). In the event of a disposition of option stock following the
expiration of two years after the grant of the Option or one year after the
transfer of such stock to the participant, any gain or loss, equal to the
difference between the amount realized upon such disposition and the option
price, generally will be taxable as long-term capital gain or loss. In the event
of a disqualifying disposition of option stock prior to the expiration of the
two-year or one-year holding periods, the Participant will recognize ordinary
income equal to the excess of the fair market value of the option stock at the
time of exercise (or the amount realized upon such disposition, if less) over
the option price. If the amount realized upon the disqualifying disposition
exceeds the fair market value of the option stock at the time of exercise, the
excess will be taxable as short-term capital gain. If the amount realized upon
the disqualifying disposition is less than the option price, the participant
will not recognize ordinary income but will recognize a short-term capital loss
equal to the excess of the option price over the amount realized. Gain realized
upon the exercise of an Incentive Stock Option may also result in an alternative
minimum tax liability to the participant.
No deduction is generally allowable to the Company upon the grant or exercise of
an Incentive Stock Option. However, in the event that a participant recognizes
ordinary income as a result of a disqualifying disposition of the option stock,
the Company will be entitled to a deduction in an amount equal to the ordinary
income recognized by the participant.
NON-STATUTORY STOCK OPTIONS
No income is recognized by the Participant upon the grant of a Non-statutory
Stock Option. The participant recognizes ordinary income upon exercise of a
Non-statutory Stock Option equal to the excess of the Fair Market Value of the
Option stock on the date of exercise over the Option price. In the event that a
Non-statutory Stock Option is exercised during a period that would subject the
optionee to liability under Section 16(b) of the Exchange Act (i.e, within six
months of the date of grant), the optionee will not be deemed to have recognized
income until such period of liability has expired, unless the optionee makes an
election under
22
<PAGE> 26
Section 83(b) of the Code. The amount of ordinary income realized by an optionee
under the exercise of a Non-statutory Stock Option will be a deductible expense
of the Company for tax purposes.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED
PROXY CARD, IF EXECUTED AND RETURNED, WILL BE VOTED "FOR" THE APPROVAL OF THE
QUEENS COUNTY BANCORP, INC. 1997 INCENTIVE STOCK OPTION PLAN.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION
OF THE QUEENS COUNTY BANCORP, INC. 1997 STOCK OPTION PLAN.
NEW PLAN BENEFITS
The following table provides certain information with respect to all options
under the 1997 Stock Option Plan, specifying the amounts granted to the Named
Executive Officers individually, all current executive officers as a group, all
current directors who are not executive officers as a group, and all employees
including all current officers who are not executive officers, as a group.
<TABLE>
<CAPTION>
STOCK OPTION PLAN
-----------------------------------
NAME AND POSITION DOLLAR VALUE (1) NUMBER OF UNITS
- ----------------- ---------------- ---------------
<S> <C> <C>
Joseph R. Ficalora $ -- 47,000
Chairman of the Board,
President, and Chief
Executive Officer
Michael J. Lincks -- 20,000
Executive Vice President
and Corporate Secretary
Russ DiBenedetto -- 20,000
Senior Vice President
James J. O'Donovan -- 20,000
Senior Vice President
Robert Wann -- 20,000
Senior Vice President,
Comptroller, and Chief
Financial Officer
All current Executive Officers -- 127,000
as a group (5 persons)
All current directors (who are not -- 80,000
Executive Officers) as a group (10 persons)
All employees (who are not Executive Officers) -- --
as a group (approximately 300 persons)
</TABLE>
(1) Assuming a market value of the underlying securities of $56.75 (the closing
price as of February 28, 1997) minus the exercise or base price of $52.75
(the fair market value on February 18, 1997 the date of grant), the
participants would have a benefit of the following dollar values. Mr.
Ficalora would have a benefit of $188,000 and Messrs. Lincks, DiBenedetto,
O'Donovan and Wann each would have a benefit of $80,000. All current
Executive Officers as a group and directors as a group would have a benefit
of $508,000 and $320,000, respectively.
23
<PAGE> 27
PROPOSAL 3. RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended December
31, 1996 were KPMG Peat Marwick LLP. The Company's Board of Directors has
reappointed KPMG Peat Marwick LLP to continue as independent auditors for the
Bank and the Company for the year ending December 31, 1997, subject to
ratification of such appointment by the Company's shareholders.
Representatives of KPMG Peat Marwick 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
shareholders 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 PEAT
MARWICK LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP
AS THE INDEPENDENT AUDITORS OF THE COMPANY.
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
To be considered for inclusion in the Company's proxy statement and
form of proxy relating to the Annual Meeting of Shareholders to be held in 1998,
a shareholder proposal must be received by the Secretary of the Company at the
address set forth on the first page of this Proxy Statement not later than
November 18, 1997. Any such proposal will be subject to 17 C.F.R. Section
240.14a-8 of the Rules and Regulations under the Securities Exchange Act of
1934, as amended.
NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING
The Bylaws of the Company provide an advance notice procedure for a
shareholder to properly bring business before an Annual Meeting. The shareholder
must give written advance notice to the Secretary of the Company not less than
ninety (90) days before the date originally fixed for such meeting, provided,
however, that in the event that less than one hundred (100) days notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder, to be timely, must be received not later than the
close of business on the tenth day following the date on which the Company's
notice to shareholders of the annual meeting date was mailed or such public
disclosure was made. The advance notice by shareholders must include the
shareholder's name and address, as they appear on the Company's record of
shareholders, 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 capital stock that are beneficially owned by such shareholder,
and any
24
<PAGE> 28
material interest of such shareholder in the proposed business. In the case of
nominations to the Board of Directors, 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 shareholder proposal which does not meet all of the requirements for
inclusion established by the SEC in effect at the time such proposal is
received.
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 Shareholders. If, however, other matters are properly brought before
the 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.
Whether or not you intend to be present at the Annual Meeting, you are
urged to 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.
A COPY OF THE FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDED DECEMBER
31, 1996, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
FURNISHED WITHOUT CHARGE TO SHAREHOLDERS UPON WRITTEN REQUEST TO QUEENS COUNTY
BANCORP, INC., MRS. ILENE A. ANGAROLA, VICE PRESIDENT, INVESTOR RELATIONS, 38-25
MAIN STREET, FLUSHING, NEW YORK 11354.
By Order of the Board of Directors,
/s/ Michael J. Lincks
Flushing, New York Michael J. Lincks
March 19, 1997 Executive Vice President and
Corporate Secretary
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU
ARE REQUESTED TO SIGN, DATE, AND PROMPTLY RETURN
THE ACCOMPANYING PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
25
<PAGE> 29
EXHIBIT A
QUEENS COUNTY BANCORP, INC.
1997 STOCK OPTION PLAN
(AS EFFECTIVE FEBRUARY 18, 1997)
ARTICLE I
DEFINITIONS
1.01 "Affiliate" means any "subsidiary" or "parent corporation" (within
the meaning of Section 424 of the Code) of the Company.
1.02 "Agreement" means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying the terms
and conditions of a Grant issued to such Participant.
1.03 "Board" means the Board of Directors of the Company.
1.04 "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 Section 13 or 15(d) of the Exchange Act; or (ii) results in a Change
in Control within the meaning of the Change in Bank Control Act and the rules
and regulations promulgated by the Federal Deposit Insurance Corporation (the
"FDIC") at 12 C.F.R. 303.4(a) with respect to the Bank and the Board of
Governors of the Federal Reserve System ("FRB") at 12 C.F.R. 225.41(b) with
respect to the Holding Company, as in effect on the date hereof; or (iii)
results in a transaction requiring prior FRB approval under the Bank Holding
Company Act of 1956 and the regulations promulgated thereunder by the FRB at 12
C.F.R. 225.11, as in effect on the date hereof; or (iv), without limitation,
such a 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 of the Holding Company 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 an 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 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) after a solicitation of shareholders
of the Holding Company, by someone other than current management of the Holding
Company, stockholders approve 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
<PAGE> 30
shares of the class of securities then subject to the plan would be 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.
1.05 "Change of Control Date" means the date on which an event described
in Section 1.04 occurs.
1.06 "Code" means the Internal Revenue Code of 1986, and any amendments
thereto.
1.07 "Committee" means the Compensation Committee of the Board.
1.08 "Common Stock" means the Common Stock of the Company.
1.09 "Company" means Queens County Bancorp, Inc.
1.10 "Fair Market Value" means, when used in connection with the Common
Stock on a certain date, the average closing bid price of the Common Stock as
reported by the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") or the New York Stock Exchange ("NYSE") for all market makers
on such date. If such average closing bid price cannot be reasonably determined,
the "Fair Market Value" shall be determined by using the average of the high and
low bid prices of the Common Stock as reported by the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"). If the Common Stock is
not traded on the NASDAQ or the NYSE, the Fair Market Value of the Common Stock
is the value so determined by the Board in good faith.
1.11 "Grant" means the grant of an Option.
1.12 "Incentive Stock Option" means an Option that is intended to qualify
as an "incentive stock option" under Section 422 of the Code.
1.13 "Non-Qualified Stock Option" means an Option other than an Incentive
Stock Option.
1.14 "Option" means a stock option that entitles the holder to purchase
from the Company a stated number of shares of Common Stock at the price set
forth in an Agreement.
1.15 "Option Price" means the price per share for Common Stock purchased
on the exercise of an Option as provided in Article VI.
1.16 "Participant" means an employee or a member of the Board of the
Company or of a Subsidiary, including an employee who is a member of the Board,
who satisfies the requirements of Article IV and is selected by the Committee to
receive a Grant.
A-2
<PAGE> 31
1.17 "Plan" means the Queens County Bancorp, Inc., 1997 Stock Option Plan.
1.18 "Reload" means a further Option as described in Section 4.03, herein.
1.19 "Rule 16b-3" means Rule 16b-3, as promulgated by the Securities and
Exchange Commission under Section 16(b) of the Securities Exchange Act of 1934,
as amended from time to time.
1.20 "Securities Broker" means the registered securities broker acceptable
to the Company who agrees to effect the cashless exercise of an Option pursuant
to Section 8.04 hereof.
1.21 "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations in the chain (other than the last corporation) owns stock
possessing at least 50 percent of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
ARTICLE II
PURPOSES
The Plan is intended to assist the Company in recruiting and retaining key
employees and members of the Board of Directors with ability and initiative by
enabling those persons who contribute significantly to the Company or an
Affiliate to participate in its future success and to associate their interests
with those of the Company and its shareholders. The Plan is intended to permit
the issuance of Options qualifying as Incentive Stock Options or Non-Qualified
Stock Options as designated by the Committee at time of grant. No Option that is
intended to be an Incentive Stock Option, however, shall be invalid for failure
to qualify as an Incentive Stock Option under Section 422 of the Code but shall
be treated as a Non-Qualified Stock Option.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall have
authority to issue Grants upon such terms (not inconsistent with the provisions
of this Plan) as the Committee may consider appropriate. The terms of such
Grants may include conditions (in addition to those contained in this Plan)
under which the Options may exercise all or any part of an Option. In addition,
the Committee shall have complete authority to interpret all provisions of this
Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules
and regulations pertaining to the administration of the Plan; and to make all
other determinations necessary or advisable for the administration of this Plan.
A-3
<PAGE> 32
The express grant in the Plan of any specific power to the Committee shall
not be construed as limiting any power or authority of the Committee. Any
decision made, or action taken, by the Committee or in connection with the
administration of this Plan shall be final and conclusive. All expenses of
administering this Plan shall be borne by the Company.
ARTICLE IV
ELIGIBILITY
4.01 General. Any employee and any member of the Board of Directors of the
Company or of any Subsidiary (including any corporation that becomes a
Subsidiary after the adoption of this Plan) who, in the judgment of the
Committee, has contributed significantly or can be expected to contribute
significantly to the profits or growth of the Company or a Subsidiary may
receive one or more Grants.
4.02 Grants. The Committee will designate individuals to whom Grants are
to be issued and will specify the number of shares of Common Stock subject to
each such Grant. All Grants issued under this Plan shall be evidenced by
Agreements which shall be subject to applicable provisions of this Plan and to
such other provisions as the Committee may adopt. No Participant may be granted
Options that are Incentive Stock Options (under all Incentive Stock Option Plans
of the Company and Affiliates) which are first exercisable in any calendar year
for stock having an aggregate Fair Market Value (determined as of the date an
Option is granted) exceeding $100,000. A Participant may not receive Grants
under this Plan with respect to more than 75,000 shares of Common Stock during
any calendar year.
4.03 Reload Options. The Committee shall have the authority to specify at
the time of Grant that an optionee shall be granted the right to a further
Option (a "Reload Option") in the event such optionee exercises all or a part of
an Option, including a Reload Option (an "Original Option"), by surrendering in
accordance with Section 8.02 hereof already owned shares of Common Stock in full
or partial payment of the Option Price under such Original Option. Each Reload
Option shall be granted on the date of exercise of the Original Option, shall
cover a number of shares of Common Stock not exceeding the whole number of
shares of Common Stock surrendered in payment of the Option Price under such
Original Option, and any shares of Common Stock used to satisfy any taxes
incident to the exercise of the Original Option, shall have an Option Price
equal to the Fair Market Value on the date of Grant of such Reload Option, shall
expire on the stated expiration date of the Original Option and shall be subject
to such other terms and conditions as the Committee may determine.
4.04 Designation of Option as an Incentive Stock Option or a Non-Qualified
Stock Option. The Committee will designate at the time an Option is granted
whether the Option is to be treated as an Incentive Stock Option or a
Non-Qualified Stock Option. In the absence, however, of any such designation,
such Option shall be treated as a Non-Qualified Stock Option.
A-4
<PAGE> 33
ARTICLE V
STOCK SUBJECT TO PLAN
The maximum number of shares of Common Stock available for Grants (other
than Grants of Reload Options) under the Plan shall be 350,000. The maximum
number of shares of Common Stock available for Grants of Reload Options under
the Plan shall be 200,000, which amount, beginning on January 1, 1999 and ending
on December 31, 2006, shall be increased in each fiscal year of the Company by
an amount equal to one percent (1%) of the total number of shares of Common
Stock outstanding as of the first day of each such fiscal year. Each such
maximum number of shares of Common Stock is subject to adjustment (after taking
into account the preceding annual increase in the maximum number of shares of
Common Stock available for Grants of Reload Options) as provided in Article IX.
Shares of Common Stock subject to Grants under the Plan may be authorized but
previously unissued shares of Common Stock or previously issued shares of Common
Stock reacquired by the Company. The grant of a Reload Option under the Plan, by
restoring an option opportunity on the number of shares of Common Stock
surrendered to exercise an Original Option, will encourage a Participant to
maximize his ownership interest in the Company without reducing the percentage
interests of shareholders.
If any Option (other than a Reload Option) terminates without being
exercised, shares of Common Stock subject to such Option shall be available for
distribution in connection with other Grants (other than Grants of Reload
Options) under the Plan. If any Reload Option terminates without being
exercised, the shares of Common Stock subject to such terminated Reload Option
shall be available for distribution in connection with other Grants of Reload
Options under the Plan.
ARTICLE VI
OPTION PRICE
The price per share for Common Stock purchased on the exercise of an
Option shall be fixed by the Committee, but shall not be less than the Fair
Market Value on the date of grant.
ARTICLE VII
EXERCISE OF OPTIONS
7.01 Maximum Option Period. 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 10
years from the Date of Grant. If at the time an Incentive Stock Option is
granted to an employee, the employee owns Common Stock representing more than
10% of the total combined voting power of the Holding Company (or, under Section
425(d) of the Code, is deemed to own Common Stock representing more than 10% of
the total combined voting power of all such classes of Common Stock, by reason
of the ownership of such
A-5
<PAGE> 34
classes of Common Stock, directly or indirectly, by or for any brother, sister,
spouse, ancestor or lineal descendent of such employee, or by or for any
corporation, partnership, estate or trust of which such employee is a
shareholder, partner or beneficiary), the Incentive Stock Option granted to such
employee shall not be exercisable after the expiration of five years from the
Date of Grant.
7.02 No Option shall be transferred, assigned, hypothecated, or disposed
of in any manner by any Participant other than by will or the laws of intestate
succession; provided, however, that with respect to a Non-Qualified Stock
Option, the Committee or the Board may, in their sole discretion, permit
transferability if such transfer is, in the determination of the Committee or
the Board, for valid estate planning purposes and such transfer is permitted
under the Code and Rule 16b-3. For the purposes of this section a transfer for
valid estate planning purposes includes, but is not limited to: (a) a transfer
to revocable intervivos trust as to which the Participant is both the settlor
and trustee, or (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. For purposes of this Section
7.02, "Immediate Family" includes, but is not necessarily limited to, a
Participant's spouse, children, and grandchildren.
7.03 Employee Status. For purposes of determining the applicability of
Section 422 of the Code (relating to Incentive Stock Options), or in the event
that the terms of any Grant provide that it may be exercised only during
employment or within a specified period of time after termination of employment,
the Committee may decide to what extent leaves of absence for governmental or
military service, illness, temporary disability, or other reasons shall not be
deemed interruptions of continuous employment.
ARTICLE VIII
METHOD OF EXERCISE
8.01 Exercise. Subject to the provisions of Articles VII and X, an Option
may be exercised in whole at any time or in part from time to time at such times
and in compliance with such requirements as the Committee shall determine. An
Option granted under this Plan may be exercised with respect to any number of
whole shares less than the full number for which the Option could be exercised.
Such partial exercise of an Option shall not affect the right to exercise the
Option from time to time in accordance with this Plan with respect to remaining
shares subject to the Option.
8.02 Payment. Unless otherwise provided by the Agreement, payment of the
Option Price shall be made in cash. If the Agreement provides, payment of all or
part of the Option Price may be made by surrendering already owned shares of
Common Stock to the Company, provided
A-6
<PAGE> 35
the shares surrendered have a Fair Market Value (determined as of the day
preceding the date of exercise) that is not less than such price or part
thereof. In addition, the Committee may establish such payment or other terms as
it may deem to be appropriate and consistent with these purposes.
8.03 Shareholder Rights. 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
in this Plan or in any Option granted confers on any person any right to
continue in the employ or service of the Company or its Affiliates or interferes
in any way with the right of the Company or its Affiliates to terminate a
Participant's services as an officer or other employee at any time.
8.04 Cashless Exercise. To the extent permitted under the applicable laws
and regulations, at the request of the Participant and with the consent of the
Committee, the Company agrees to cooperate in a "cashless exercise" of the
Option. The cashless exercise shall be effected by the Participant delivering to
the Securities Broker instructions to exercise all or part of the Option,
including instructions to sell a sufficient number of shares of Common Stock to
cover the costs and expenses associated therewith.
ARTICLE IX
ADJUSTMENT UPON CHANGE IN COMMON STOCK
Should the Company effect one or more (a) stock dividends, stock
split-ups, subdivisions or consolidations of shares or other similar changes in
capitalization; (b) spin-offs, spin-outs, split-ups, split-offs, or other such
distribution of assets to shareholders; or (c) direct or indirect assumptions
and/or conversions of outstanding Options due to an acquisition of the Company,
then the maximum number of shares as to which Grants may be issued under this
Plan shall be proportionately adjusted and their terms shall be adjusted as the
Committee shall determine to be equitably required, provided that the number of
shares subject to any Grant shall always be a whole number. Any determination
made under this Article IX by the Committee shall be final and conclusive.
The issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property or for labor
or services, either upon direct sale or upon the exercise of rights or warrants
to subscribe therefor, or upon conversion of shares or obligations of the
Company convertible into such shares or other securities, shall not affect, and
no adjustment by reason thereof shall be made with respect to any Grant.
A-7
<PAGE> 36
ARTICLE X
TERMINATION OF EMPLOYMENT
10.01 Incentive Stock Options. Upon the termination of a Participant's
service for any reason other than Disability, Retirement, Change in Control,
death or Termination for Cause, the Participant's Incentive Stock Options shall
be exercisable only as to those shares which were immediately purchasable by the
Participant at the date of termination and only for a period of three months
following termination. In the event of Termination for Cause all rights under
the Participant's Incentive Stock Options shall expire upon termination.
In the event of death or Disability of any employee, all Incentive Stock
Options held by such the Participant, whether or not exercisable at such time,
shall be exercisable by the Participant or the Participant's legal
representatives or beneficiaries for one year following the date of the
Participant's death or cessation of employment due to Disability. Upon
termination of the Participant's service due to Retirement, or a Change in
control, all Incentive Stock Options held by such Participant, whether or not
exercisable at such time, shall be exercisable for a period of one year
following the date of Participant's cessation of employment, provided however,
that such option shall not be eligible for treatment as an Incentive Stock
Option in the event such option is exercised more than three months following
the date of the Participant's Retirement. In no event shall the exercise period
extend beyond the expiration of the Incentive Stock Option term.
10.02 Non-statutory Stock Options. Unless otherwise determined by the
Committee at the time a Stock Option is granted, upon the termination of a
Participant's service for any reason other than Disability, Retirement, Change
in Control, death or Termination for Cause, the Participant's Non-statutory
Stock Options shall be exercisable only as to those shares which were
immediately purchasable by the Participant at the date of termination and only
for a period of three months following termination. Notwithstanding any
provision set forth herein nor contained in any Agreement relating to the award
of a Non-statutory Stock Option, in the event of Termination for Cause, all
rights under the Participant's Non-statutory Stock Options shall expire upon
termination. Unless otherwise determined by the Committee at the time a
Non-statutory Stock Option is granted, in the event of the death, Disability or
Retirement of any Participant, all Non-statutory Stock Options held by the
Participant, whether or not exercisable at such time, shall be exercisable by
the Participant or his legal representatives or beneficiaries of the Participant
for one year or such longer period as determined by the Committee following the
date of the Participant's death, Retirement or cessation of employment due to
Disability, provided that in no event shall the period extend beyond the
expiration of the Non-statutory Stock Option term.
A-8
<PAGE> 37
ARTICLE XI
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Grant shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under this Plan except in compliance with all applicable Federal and
state laws and regulations (including, without limitation, withholding tax
requirements) and the rules of all domestic stock exchanges on which the
Company's shares may be listed. The Company may rely on an opinion of its
counsel as to such compliance. Any share certificate issued to evidence Common
Stock for which a Grant is exercised may bear such legends and statements as the
Committee may deem advisable to assure compliance with Federal and state laws
and regulations. No Grant shall be exercisable, no Common Stock shall be issued,
no certificate for shares shall be delivered, and no payment shall be made under
this Plan until the Company has obtained such consent or approval as the
Committee may deem advisable from regulatory bodies having jurisdiction over
such matters.
ARTICLE XII
GENERAL PROVISIONS
12.01 Effect on Employment. Neither the adoption of this Plan, its
operation, nor any documents describing or referring to this Plan (or any part
thereof) shall confer upon any employee any right to continue in the employ of
the Company or a Subsidiary or in any way affect any right and power of the
Company or a Subsidiary to terminate the employment of any employee at any time
with or without assigning a reason therefor.
12.02 Unfunded Plan. The Plan, insofar as it provides for a Grant, is not
required to be funded, and the Company shall not be required to segregate any
assets that may at any time be represented by a Grant under this Plan.
12.03 Change of Control. Notwithstanding any other provision in this Plan
to the contrary, unless the Committee provides otherwise in an Agreement, a
Grant may be exercised immediately in full upon a Change of Control.
12.04 Rules of Construction. Headings are given to the articles and
sections of this Plan for ease of reference. The reference to any statute,
regulation, or other provision of law shall be construed to refer to any
amendment to or successor of such provision of law.
12.05 Amendment. The Board may amend or terminate this Plan from time to
time; provided, however, that no amendment may become effective until
shareholder approval is obtained if the amendment (i) materially increases the
aggregate number of shares that may be issued pursuant to Options, (ii)
materially increases the benefits to Participants under the Plan, or (iii)
materially changes the class of persons eligible to become Participants. No
amendment shall,
A-9
<PAGE> 38
without a Participant's consent, adversely affect any rights of such Participant
under any Grant outstanding at the time such amendment is made, except such an
amendment made to cause the Plan to qualify for the Rule 16b-3 exemption. No
amendment shall be made if it would disqualify the Plan from the exemption
provided by Rule 16b-3. The Committee may amend the terms of any Grant
theretofore issued under this Plan, prospectively or retrospectively, and
include in such amendment the right of the Committee to pay a Participant cash
in lieu of shares of Common Stock upon the termination (by exercise or
otherwise) of an Option, but no such amendment shall impair the rights of any
Participant without the Participant's consent except such an amendment made to
cause the Plan, or Grant, to qualify for the exemption provided by Rule 16b-3.
12.06 Duration of Plan. No Grant may be issued under this Plan after
December 31, 2006; provided, however, a Grant of a Reload Option may be issued
after December 31, 2006, upon the exercise of an Original Option as provided in
Section 4.03 hereof. Grants issued on or before December 31, 2006, and Grants of
Reload Options issued after December 31, 2006 upon the exercise of an Original
Option as provided in Section 4.03 hereof, shall remain valid in accordance with
their terms.
12.07 Shareholder Approval. This Plan was initially approved by the Board
of Directors of the Company, effective as of February 18, 1997, and will be
submitted for approval by the shareholders of the Company entitled to vote at
the 1997 Annual Meeting of Shareholders.
A-10
<PAGE> 39
QUEENS COUNTY SAVINGS BANK
38-25 MAIN STREET
FLUSHING, NEW YORK 11354
March 19, 1997
Dear Executive Officer,
As you know, in connection with both the conversion of Queens County
Savings Bank (the "Bank") from the mutual to stock form of organization in
November 1993, and the formation of Queens County Bancorp, Inc. (the "Company")
as the parent holding company for the Bank, the following benefit plans were
either amended or established as noted:
1. The Bank's Incentive Savings Plan ("401(a) Plan") was amended
to provide participants with the ability to direct the
investment of all or a portion of their funds in an Employer
Stock Fund which invests in the common stock of the Company.
The unrelated corporate trustee for the 401(a) Plan is
Oppenheimer Capital Trust Company.
2. An Employee Stock Ownership Plan and Trust ("ESOP") was
established. The ESOP acquired 873,126 shares (split adjusted)
of common stock of the Company for the benefit of the Bank's
employees in the conversion and an additional 503,424 shares
(split adjusted) in the secondary market following the
conversion. The unrelated corporate trustee for the ESOP is
Oppenheimer Capital Trust Company.
3. A Recognition and Retention Plan and Trust ("RRP") was
established. The RRP purchased 437,000 shares (split adjusted)
of common stock in connection with the conversion. The
unrelated corporate trustee for the RRP is Chase Manhattan
Bank.
4. A Supplemental Benefit Plan was established. Shares are
purchased to replace benefits not received due to limitations
imposed by the Internal Revenue Code of 1986. The unrelated
corporate trustee is Chase Manhattan Bank.
As a participant in one or more of these Plans, you may direct the voting of the
shares of the Company's common stock that have been allocated to your accounts.
The respective Trustees will vote those shares of the Company's common stock
held in the various Plans that are allocated to participants in accordance with
the instructions of the participants. Shares which have been allocated to
participant's accounts but for which no voting instructions have been received
will be voted proportionately to voting instructions received from other
participants. Furthermore, in the case of shares held in the ESOP, any
unallocated shares will be voted proportionately to voting instructions received
so long as such vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
We, the Board of Directors, are providing you with a copy of the Company's 1996
Annual Report, a Proxy Statement dated March 19, 1997, and the Vote
Authorization Form that appears on the reverse side of this letter for your use
in conveying your voting instructions to the respective Plan Trustees.
In order to direct the voting of shares allocated to your account in the various
Plans, you must fill out and sign this Vote Authorization Form and return it by
no later than March 28, 1997 to: Donald J. Powell, Vice President, Human
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354. An envelope marked "Confidential" has been provided for your convenience.
Your shares will be tallied in a confidential manner and then the respective
Trustee will vote the shares in accordance with your instructions. Should you
need any further assistance in voting the shares in these benefit plans, please
contact Human Resources.
You should also know that for any shares purchased by you or your family outside
of these Plans, you will receive a separate proxy card and mailing. This letter
and Vote Authorization Form pertain only to shares held through the Bank's
benefit plans.
Sincerely yours,
The Board of Directors
<PAGE> 40
QUEENS COUNTY SAVINGS BANK
38-25 MAIN STREET
FLUSHING, NEW YORK 11354
March 19, 1997
Dear Employee,
As you know, in connection with both the conversion of Queens County
Savings Bank (the "Bank") from the mutual to stock form of organization in
November 1993, and the formation of Queens County Bancorp, Inc. (the "Company")
as the parent holding company for the Bank, the following benefit plans were
either amended or established as noted:
1. The Bank's Incentive Savings Plan ("401(a) Plan") was amended
to provide participants with the ability to direct the
investment of all or a portion of their funds in an Employer
Stock Fund which invests in the common stock of the Company.
The unrelated corporate trustee for the 401(a) Plan is
Oppenheimer Capital Trust Company.
2. An Employee Stock Ownership Plan and Trust ("ESOP") was
established. The ESOP acquired 873,126 shares (split adjusted)
of common stock of the Company for the benefit of the Bank's
employees in the conversion and an additional 503,424 shares
(split adjusted) in the secondary market following the
conversion. The unrelated corporate trustee for the ESOP is
Oppenheimer Capital Trust Company.
3. A Recognition and Retention Plan and Trust ("RRP") was
established. The RRP purchased 437,000 shares (split adjusted)
of common stock in connection with the conversion. The
unrelated corporate trustee for the RRP is Chase Manhattan
Bank.
As a participant in one or more of these Plans, you may direct the voting of the
shares of the Company's common stock that have been allocated to your accounts.
The respective Trustees will vote those shares of the Company's common stock
held in the various Plans that are allocated to participants in accordance with
the instructions of the participants. Shares which have been allocated to
participant's accounts but for which no voting instructions have been received
will be voted proportionately to voting instructions received from other
participants. Furthermore, in the case of shares held in the ESOP, any
unallocated shares will be voted proportionately to voting instructions received
so long as such vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
We, the Board of Directors, are providing you with a copy of the Company's 1996
Annual Report, a Proxy Statement dated March 19, 1997, and the Vote
Authorization Form that appears on the reverse side of this letter for your use
in conveying your voting instructions to the respective Plan Trustees.
In order to direct the voting of shares allocated to your account in the various
Plans, you must fill out and sign this Vote Authorization Form and return it by
no later than March 28, 1997 to: Donald J. Powell, Vice President, Human
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354. An envelope marked "Confidential" has been provided for your convenience.
Your shares will be tallied in a confidential manner and then the respective
Trustee will vote the shares in accordance with your instructions. Should you
need any further assistance in voting the shares in these benefit plans, please
contact Human Resources.
You should also know that for any shares purchased by you or your family outside
of these Plans, you will receive a separate proxy card and mailing. This letter
and Vote Authorization Form pertain only to shares held through the Bank's
benefit plans.
Sincerely yours,
The Board of Directors
<PAGE> 41
QUEENS COUNTY SAVINGS BANK
38-25 MAIN STREET
FLUSHING, NEW YORK 11354
March 19, 1997
Dear Retiree,
As you know, in connection with both the conversion of Queens County
Savings Bank (the "Bank") from the mutual to stock form of organization in
November 1993, and the formation of Queens County Bancorp, Inc. (the "Company")
as the parent holding company for the Bank, the following benefit plans were
either amended or established as noted:
1. The Bank's Incentive Savings Plan ("401(a) Plan") was amended
to provide participants with the ability to direct the
investment of all or a portion of their funds in an Employer
Stock Fund which invests in the common stock of the Company.
The unrelated corporate trustee for the 401(a) Plan is
Oppenheimer Capital Trust Company.
2. An Employee Stock Ownership Plan and Trust ("ESOP") was
established. The ESOP acquired 873,126 shares (split adjusted)
of common stock of the Company for the benefit of the Bank's
employees in the conversion and an additional 503,424 shares
(split adjusted) in the secondary market following the
conversion. The unrelated corporate trustee for the ESOP is
Oppenheimer Capital Trust Company.
As a participant in one or both of these Plans, you may direct the voting of the
shares of the Company's common stock that have been allocated to your accounts.
The respective Trustees will vote those shares of the Company's common stock
held in the various Plans that are allocated to participants in accordance with
the instructions of the participants. Shares which have been allocated to
participant's accounts but for which no voting instructions have been received
will be voted proportionately to voting instructions received from other
participants. Furthermore, in the case of shares held in the ESOP, any
unallocated shares will be voted proportionately to voting instructions received
so long as such vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
We, the Board of Directors, are providing you with a copy of the Company's 1996
Annual Report, a Proxy Statement dated March 19, 1997, and the Vote
Authorization Form that appears on the reverse side of this letter for your use
in conveying your voting instructions to the respective Plan Trustees.
In order to direct the voting of shares allocated to your account in the various
Plans, you must fill out and sign this Vote Authorization Form and return it by
no later than March 28, 1997 to: Donald J. Powell, Vice President, Human
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354. An envelope marked "Confidential" has been provided for your convenience.
Your shares will be tallied in a confidential manner and then the respective
Trustee will vote the shares in accordance with your instructions. Should you
need any further assistance in voting the shares in these benefit plans, please
contact Human Resources.
You should also know that for any shares purchased by you or your family outside
of these Plans, you will receive a separate proxy card and mailing. This letter
and Vote Authorization Form pertain only to shares held through the Bank's
benefit plans.
Sincerely yours,
The Board of Directors
<PAGE> 42
QUEENS COUNTY SAVINGS BANK
38-25 MAIN STREET
FLUSHING, NEW YORK 11354
March 19, 1997
Dear Former Employee with vested Queens County Bancorp, Inc. stock in an
Employee Benefit Plan,
As you know, in connection with both the conversion of Queens County
Savings Bank (the "Bank") from the mutual to stock form of organization in
November 1993, and the formation of Queens County Bancorp, Inc. (the "Company")
as the parent holding company for the Bank, the following benefit plans were
either amended or established as noted:
1. The Bank's Incentive Savings Plan ("401(a) Plan") was amended
to provide participants with the ability to direct the
investment of all or a portion of their funds in an Employer
Stock Fund which invests in the common stock of the Company.
The unrelated corporate trustee for the 401(a) Plan is
Oppenheimer Capital Trust Company.
2. An Employee Stock Ownership Plan and Trust ("ESOP") was
established. The ESOP acquired 873,126 shares (split adjusted)
of common stock of the Company for the benefit of the Bank's
employees in the conversion and an additional 503,424 shares
(split adjusted) in the secondary market following the
conversion. The unrelated corporate trustee for the ESOP is
Oppenheimer Capital Trust Company.
As a participant in one or both of these Plans, you may direct the voting of the
shares of the Company's common stock that have been allocated to your accounts.
The respective Trustees will vote those shares of the Company's common stock
held in the various Plans that are allocated to participants in accordance with
the instructions of the participants. Shares which have been allocated to
participant's accounts but for which no voting instructions have been received
will be voted proportionately to voting instructions received from other
participants. Furthermore, in the case of shares held in the ESOP, any
unallocated shares will be voted proportionately to voting instructions received
so long as such vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
We, the Board of Directors, are providing you with a copy of the Company's 1996
Annual Report, a Proxy Statement dated March 19, 1997, and the Vote
Authorization Form that appears on the reverse side of this letter for your use
in conveying your voting instructions to the respective Plan Trustees.
In order to direct the voting of shares allocated to your account in the various
Plans, you must fill out and sign this Vote Authorization Form and return it by
no later than March 28, 1997 to: Donald J. Powell, Vice President, Human
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354. An envelope marked "Confidential" has been provided for your convenience.
Your shares will be tallied in a confidential manner and then the respective
Trustee will vote the shares in accordance with your instructions. Should you
need any further assistance in voting the shares in these benefit plans, please
contact Human Resources.
You should also know that for any shares purchased by you or your family outside
of these Plans, you will receive a separate proxy card and mailing. This letter
and Vote Authorization Form pertain only to shares held through the Bank's
benefit plans.
Sincerely yours,
The Board of Directors
<PAGE> 43
VOTE AUTHORIZATION FORM
I, the undersigned, understand that the aforementioned Trustees are the
holders of record and custodians of all shares of Queens County Bancorp, Inc.
(the "Company") common stock attributable to me under the benefit plans listed
on the reverse side of this page. Further, I understand that my voting
instructions are solicited on behalf of the Company's Board of Directors for the
Annual Meeting of Stockholders on April 16, 1997.
Accordingly, you are to vote all shares attributable to me as follows:
1. The election as directors of all nominees listed (except as
marked to the contrary):
Donald M. Blake, Joseph G. Chisholm, and Joseph R. Ficalora
FOR VOTE WITHHELD
--------- ---------
INSTRUCTION: To withhold your vote for any individual nominee, write
the nominee's name on the line provided below:
-----------------------------------------------
2. The ratification of the Queens County Bancorp, Inc. 1997 Stock
Option Plan.
FOR AGAINST ABSTAIN
--------- --------- ---------
3. The ratification of the appointment of KPMG Peat Marwick LLP
as independent auditors of Queens County Bancorp, Inc. for the
fiscal year ending December 31, 1997.
FOR AGAINST ABSTAIN
--------- --------- ---------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
The Trustees are hereby authorized to vote any shares attributable to me in
their capacities as indicated. I understand that if I sign this form without
indicating specific instructions, shares attributable to me will be voted FOR
the listed proposals and FOR other matters as recommended by the Board of
Directors.
- --------------------------------- ---------------------------------
Print your name on this line Your signature
- ---------------------------------
Date
Please date, sign, and return this form in the envelope provided by no later
than Friday, March 28, 1997 to: Donald J. Powell, Vice President, Human
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354.
<PAGE> 44
REVOCABLE PROXY
QUEENS COUNTY BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
APRIL 16, 1997
10:00 A.M. EASTERN TIME
The undersigned hereby appoints the official proxy committee of the
Board of Directors of Queens County Bancorp, Inc. (the "Company"), with full
power of substitution, to act as attorney and proxy for the undersigned, and to
vote all shares of Common Stock of the Company which the undersigned is
entitled to vote only at the Annual Meeting of Shareholders, to be held on
April 16, 1997, at 10:00 a.m., Eastern Time, at the Sheraton LaGuardia East
Hotel, 135-20 39th Avenue, in Flushing, New York, and at any and all
adjournments thereof, as set forth on the reverse side.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
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. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, INCLUDING
WHETHER OR NOT TO ADJOURN THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Shareholders, a Proxy
Statement dated March 19, 1997, and a 1996 Annual Report to Shareholders.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 45
Please mark
your votes
as this /X/
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
VOTE
FOR WITHHELD
1. The election as directors of all nominees
listed (except as marked to the contrary). / / / /
INSTRUCTION: To withhold your vote for any individual
nominee, write that nominee's name on the line
provided below.
Nominees: Donald M. Blake, Joseph G. Chisholm,
and Joseph R. Ficalora
----------------------------------------------
FOR AGAINST ABSTAIN
2. The ratification of the Queens County Bancorp,
Inc. 1997 Stock Option Plan. / / / / / /
FOR AGAINST ABSTAIN
3. The ratification of the appointment of KPMG
Peat Marwick LLP as independent auditors of
Queens County Bancorp, Inc. for the fiscal
year ending December 31, 1997. / / / / / /
YES NO
Please indicate here if you plan to attend
the Annual Meeting. / / / /
Signature(s) Date
-------------------------------------------------- ----------
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 COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
