QUEENS COUNTY BANCORP INC, DEF 14A, 1999-03-19

QUEENS COUNTY BANCORP INC
DEF 14A, 1999-03-19
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED

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SCHEDULE 14A INFORMATION

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

Filed by the Registrant |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

--------------------------------------------------
(Name of Registrant as Specified in its Character)

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

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

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

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2) Aggregate number of securities to which transaction applies:

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

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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|_| Fee paid previously with preliminary materials.

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

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No:

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3) Filing Party:

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4) Date Filed:

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<PAGE>

[Letterhead of Queens County Bancorp, Inc.]

March 19, 1999

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. The Annual Meeting will be held on April 21, 1999, at 10:00
a.m., Eastern Standard Time, at the Sheraton LaGuardia East Hotel, 135-20 39th
Avenue, in Flushing, New York.

The attached notice and Proxy Statement describe 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 LLP, the Company's
independent auditors, will be present 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>

QUEENS COUNTY BANCORP, INC.
38-25 Main Street
Flushing, New York 11354

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 21, 1999

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

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of Queens County Bancorp, Inc. will be held on April 21, 1999,
at 10:00 a.m., Eastern Standard 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 appointment of KPMG LLP as independent
auditors of the Company for the fiscal year ending December 31,
1999; and
3. 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 5, 1999, 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
Flushing, New York Executive Vice President and
March 19, 1999 Corporate Secretary
<PAGE>

QUEENS COUNTY BANCORP, INC.

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

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 21, 1999

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

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 (the "Board of Directors" or "Board") of proxies to be used at the
Annual Meeting of Shareholders (the "Annual Meeting"), to be held on April 21,
1999 and at any adjournments thereof. The 1998 Annual Report to Shareholders,
including consolidated financial statements for the fiscal year ended December
31, 1998, accompanies this proxy statement, which is first being mailed to
shareholders on or about March 19, 1999.

Regardless of the number of shares of common stock owned, it is important
that holders of a majority of the shares be represented by proxy or in person at
the Annual Meeting. 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 appointment of independent auditors.

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. However, execution of a proxy
confers on the designated proxy holders discretionary authority to vote the
shares in accordance with their best judgment on such other business, if any,
that may properly come before the Annual Meeting 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 filing a
written notice of revocation with the Corporate Secretary of the Company, by
delivering to the Company a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person. However, if you are a
shareholder whose shares are not registered in your own name, you will need
appropriate documentation from your record holder to attend and/or vote
personally at the Annual Meeting.

1
<PAGE>

The cost of the solicitation of proxies on behalf of management will be
borne by the Company. In addition to the solicitation of proxies by mail,
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 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 5, 1999, 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 21,573,713 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 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,

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<PAGE>

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 approval of KPMG LLP as independent auditors of the Company and
all other matters that may properly come before the Annual Meeting, by checking
the appropriate box, 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
(i) broker non-votes, or (ii) 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 (the "SEC"), in accordance with Sections 13(d) and 13(g) of
the Securities Exchange Act of 1934, as amended (the "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.

Amount and
Nature of
Name and Address Beneficial Percent of
Title of Class of Beneficial Owner Ownership Class
-------------- ------------------- --------- -----

Common Stock Queens County Savings Bank 4,601,726(1) 21.33%
Employee Stock Ownership
Plan ("ESOP")
38-25 Main Street
Flushing, New York 11354

- ----------
(1) 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 (the "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 5, 1999, 1,739,957 shares were allocated under
the ESOP and 2,861,769 were unallocated. The number of shares has been
adjusted to reflect a 3-for-2 stock split on September 29, 1998.

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<PAGE>

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 the Company's Bylaws, the number of directors of the Company
is ten (10), unless otherwise designated by the Board of Directors. The ten
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 Company's and the Bank's Bylaws previously provided that a director
could not serve beyond December 31st of the year in which he attained the age of
80. During 1998, the Company and the Bank amended their Bylaws to clarify that
no director may be elected, appointed or nominated as a director after December
31st of the year in which such a director attains the age of 80. As a result of
this amendment, Harold E. Johnson, will serve the remainder of the term to which
he was elected in April 1998.

The nominees proposed for election at this year's Annual Meeting are Max
L. Kupferberg, Dominick Ciampa, and Richard H. O'Neill.

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 of 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.

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<PAGE>

Max L. Kupferberg 79 1983 2002 1,068,547(3)(4) 4.95%
Treasurer and General
Manager of Kepco, Inc., a
manufacturer of electrical
equipment.

Dominick Ciampa 65 1995 2002 109,508(3)(4) 0.51
Principal, Ciampa
Organization, a local real
estate development firm.

Richard H. O'Neill 67 1995 2002 38,759(3) 0.18
Financial consultant;
Retired Executive Vice
President, Finance, New
York Shipping Assoc., Inc.

CONTINUING DIRECTORS

Donald M. Blake 74 1968 2000 195,396(3)(4) 0.90
President and Chief Executive
Officer of Joseph J. Blake &
Assoc., Inc. a national real
estate appraisal company.

Joseph G. Chisholm 68 1988 2000 40,152(3) 0.19
President, Joseph G.
Chisholm & Co.; previously
Senior Vice President of a
NYSE brokerage firm.

Joseph R. Ficalora 52 1989 2000 730,891(5)(6) 3.35
Chairman of the Board,
President, and Chief
Executive Officer of the
Company; President and
Chief Executive Officer of
the Bank since January 1,
1994 and Chairman of the
Bank since May 20, 1997.
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
Shares of
Name and Principal Expiration Common Stock Percent
Occupation at Present Director of Term as Beneficially of
and for Past Five Years Age Since(1) Director Owned(2) Class
- ----------------------- --- -------- -------- -------- -----
<S> <C> <C> <C> <C> <C>
Harold E. Johnson 80 1965 2001 216,945(3) 1.00
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 of Connecticut.

Luke D. Lynch 77 1978 2001 141,582(3) 0.65
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 75 1984 2001 84,430(3) 0.39
Retired Vice Chairman of
Rollins Hudig Hall of New
York, an insurance brokerage
firm.

Howard C. Miller 75 1985 2001 77,874(3) 0.36
Retired Senior Vice
President-Mortgages
of the Bank.

NAMED EXECUTIVE
OFFICERS

Michael J. Lincks 41 -- -- 308,788(5)(6) 1.43
Executive Vice President and
Corporate Secretary of the
Company; Executive Vice
President and Secretary of the
the Bank since 1992.
Executive Vice President of
of the Bank's Subsidiaries.
</TABLE>

6
<PAGE>

<TABLE>
<CAPTION>
Shares of
Name and Principal Expiration Common Stock Percent
Occupation at Present Director of Term as Beneficially of
and for Past Five Years Age Since(1) Director Owned(2) Class
- ----------------------- --- -------- -------- -------- -----
<S> <C> <C> <C> <C> <C>
Russ DiBenedetto 56 -- -- 294,537(5)(6) 1.36
Senior Vice President of the
Company; Senior Vice
President and Auditor of the
Bank since 1991.

James J. O'Donovan 56 -- -- 288,402(5)(6) 1.33
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 44 -- -- 273,399(5)(6) 1.27
Senior Vice President,
Comptroller, and Chief
Financial Officer of the
Company; Senior Vice
President and Comptroller of
the Bank since 1992. Treasurer
of each of the Bank's
subsidiaries.

All directors and executive 3,869,541(7) 17.87%
officers as a group (14 persons)
</TABLE>

- ----------
(1) Includes years of service as a trustee or director of 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 a 3-for-2 stock split
effective September 30, 1994, a 4-for-3 stock split effective August 22,
1996, and 3-for-2 stock splits effective April 10, 1997, October 1, 1997,
and September 29, 1998 (the "Stock Splits").
(3) Includes 138,638; 138,638; 63,638; 37,043; 51,793; 17,043; 12,629; and
15,000 shares underlying options granted to Messrs. Johnson, Blake, Lynch,
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. Also
includes 16,809 shares underlying options granted to Mr. O'Neill under the
Queens County Bancorp, Inc. 1997 Stock Option Plan, all of which are
currently exercisable. Excludes 27,000 shares underlying options granted
each to Messrs. Johnson, Blake, Lynch, Kupferberg, Froebel, Miller,
Chisholm, and Ciampa, respectively, under the Queens County Bancorp, Inc.
1997 Stock Option Plan which become exercisable July 20, 1999. Excludes
10,191 shares underlying options granted to Mr. O'Neill under the Queens
County Bancorp, Inc. 1997 Stock Option Plan which become exercisable July
20, 1999.
(4) Includes 17,359 shares owned by the spouse of Mr. Blake for which the
director disclaims beneficial ownership. Also includes 142,911 shares
owned by the spouse of Mr. Kupferberg for which the director claims
beneficial ownership. Also includes 11,775 and 10,000 shares wherein Mr.
Ciampa is co-trustee along with his spouse, of trusts for his children and
of the Dominick and Rose Ciampa Foundation, respectively.
(5) Includes 240,000; 62,688; 40,488; 40,488; and 24,738 shares underlying
options granted to Messrs. 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. Excludes 158,625; 67,500; 67,500; 67,500; and 67,500 shares
underlying options granted to Messrs. Ficalora, Lincks, DiBenedetto,
O'Donovan, and Wann, respectively, under the Queens County Bancorp, Inc.
1997 Stock Option Plan, which become exercisable on July 20, 1999.
(6) Includes 34,569; 39,136; 34,330; 36,081; and 35,017 shares allocated under
the ESOP to accounts of Messrs. Ficalora, Lincks, DiBenedetto, O'Donovan,
and Wann, respectively. Includes 57,360; 31,918; 47,908; 19,161; and
17,629 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 120,912;
45,052; 26,755; 35,800; and 30,172 shares allocated under the Queens
County Savings Bank Supplemental Benefits Plan to the accounts of Messrs.
Ficalora, Lincks, DiBenedetto, O'Donovan, and Wann, respectively.
(7) Includes 474,422 shares underlying options granted to directors under the
Directors' Option Plan and 408,402 shares underlying options granted to
executive officers under the Incentive Option Plan, all of which are
currently exercisable. Includes 16,809 shares underlying options granted
to directors under the Queens County Bancorp, Inc. 1997 Stock Option Plan.
Also includes 179,133; 173,976; and 258,691 shares accumulated for the
benefit of executive officers in the aggregate under the ESOP, Incentive
Savings Plan, and Supplemental Benefits Plan, respectively. Excludes
671,625 shares underlying options granted to directors and executive
officers under the Queens County Bancorp, Inc. 1997 Stock Option Plan
which become exercisable on July 20, 1999.

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<PAGE>

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 1998, the Board of Directors of the Company
held eleven (11) regular meetings. Each director of the Company excluding
Messrs. Lynch and Ciampa 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 1998. 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 Company's and Bank's internal auditor to review
the summary of internal audits of the Company's and Bank's quarterly results.
The Audit Committee met three (3) times in 1998.

Nominating Committee. The Company's Nominating Committee for the 1999
Annual Meeting consisted of Messrs. Blake (Chairman), Johnson, Lynch,
Kupferberg, Froebel, Miller, 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 Nominating Committee met on
January 19, 1999.

Compensation Committee. The Compensation Committee of the Company consists
of Messrs. Blake (Chairman), Johnson, 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 three (3)
times in 1998.

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 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 who were active in such capacity on the effective date of
the Plan to defer receipt of fees otherwise currently payable to them, in
exchange for the receipt (at the time they cease to serve as Directors) of a

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<PAGE>

benefit based on the value of the common stock of the Company, and provides 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 consulting services 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 1998
amounted to $3,843. Such premiums are tax deductible by the Company, assuming
certain requirements are met.

Directors' Option Plans. The Company maintains the Queens County Bancorp,
Inc. 1993 Stock Option Plan for Outside Directors (the "Directors' Option Plan")
and the Queens County Bancorp, Inc. 1997 Stock Option Plan, the purposes of
which are to assist the Company in recruiting and retaining directors and, in
the latter case, key employees.

Under the Directors' Option Plan, in 1993, 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 plan, Messrs. Johnson, Blake,
Lynch, Kupferberg, Froebel, Miller, and Chisholm were granted options to
purchase 138,638; 138,638; 138,638; 109,141; 85,542; 85,542; and 85,542 shares,
as adjusted for stock splits, respectively, at an exercise price of $3.71. In
1995, Messrs. Ciampa and O'Neill were granted options to purchase 20,648 and
20,645 shares, as adjusted for the Stock Splits, at exercise prices of $9.17 and
$8.83, respectively. All of these options vested one year from the date of grant
and 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.
There are no options currently available for grant under the Directors' Option
Plan.

Under the 1997 Queens County Bancorp, Inc. Stock Option Plan, during 1998,
Messrs. Johnson, Blake, Lynch, Kupferberg, Froebel, Miller, Chisholm, Ciampa and
O'Neill were granted non-statutory stock options (each with a reload feature) to
purchase 27,000; 27,000; 27,000; 27,000; 27,000; 27,000; 25,650; 27,000; and
7,154, shares, respectively, at an exercise price of $24.85, as adjusted for
stock splits. The options became exercisable on July 21, 1998. Pursuant to the
Annual Stock Appreciation Program feature within the plan (the "ASAP"), options
generally may be exercised starting on January 20, 1999 and on each succeeding
date

9
<PAGE>

immediately following the January Board meeting (the "Automatic Exercise Date")
thereafter until the Plan expires (for further discussion see "Executive
Compensation-Stock Option Plans"). 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.

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 (the "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 to summarize 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, in particular during
1998.

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

10
<PAGE>

conditions. Furthermore, qualitative factors such as commitment, leadership,
teamwork, and community involvement are considered in compensation
deliberations. The Compensation Committee engaged the Performance and
Compensation Management Group of KPMG LLP, to assist in the implementation of
its Executive Compensation Plan. In its deliberations during 1998, the Committee
used these resources 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 in the past have been used to provide cash distributions to
executives, depending upon a variety of factors relating to Company and 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
these factors are used to calculate bonuses. However, the Bank 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
ten 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 comprises local institutions which are included in 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, interest
rate spread and net interest 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. 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 1993. Awards under these plans
consisted of both stock options and restricted stock. In addition, options were
granted to executive officers under the Queens County Bancorp, Inc. 1997 Stock
Option Plan. 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, which were
weighted equally, were the executive's position

11
<PAGE>

and responsibilities, contributions to the strategic goals of the Bank, and the
capacity to adjust to new and more demanding challenges.

Committee Review of Executive Compensation. The Compensation Committee, in
making its recommendations and determinations at year-end 1998 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 financial performance. Additionally, other
accomplishments included management's ability to adapt to the demands of public
life and convey to the public markets the Company's 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.

Based upon the performance factors for 1998, executive officers were
eligible for the highest level of bonus under the Executive Management Bonus
Plan. However, due to the Compensation Committee's consideration of the
appreciation of the stock in 1998 and its effect on the level of stock-based
compensation awarded under the ASAP, the Compensation Committee determined to
place more emphasis on stock-based compensation and did not pay any cash bonuses
and determined to hold overall cash compensation increases to eight (8%)
percent.

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 1998 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 1998. 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.

In consideration of the stock-based compensation paid to Mr. Ficalora
under the ASAP and consistent with the Committee's increased emphasis on
stock-based compensation, the Board determined in 1998 to increase Mr.
Ficalora's salary to $600,000 for 1999 and, although Mr. Ficalora was eligible
to receive the highest bonus under the Company's Executive Management Bonus
Plan, determined to not pay Mr. Ficalora a cash bonus under such plan.

12
<PAGE>

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 1998. The
Compensation Committee anticipates that it will continue to emphasize longer
term strategic performance objectives and compensation as the Bank and the
Company's successes continue.

Compensation Committee of the Bank

Donald M. Blake (Chairman)
Harold E. Johnson
Luke D. Lynch

13
<PAGE>

Stock Performance Graph. The following graph shows a comparison of total
shareholder return on the Common Stock since December 31, 1993, with the
cumulative total return of both a broad-market index and a 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.

Comparison of Cumulative Total Returns

Queens County Bancorp, Inc.

December 31, 1993 - December 31, 1998

[GRAPHIC OMITTED]

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Summary

12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Queens County Bancorp, Inc 100.00 117.27 176.60 288.68 566.45 638.24
Nasdaq Market Index 100.00 104.99 136.18 169.23 207.00 291.96
MG Group Index 100.00 95.79 151.72 198.00 332.91 291.84
- --------------------------------------------------------------------------------------------------
</TABLE>

14
<PAGE>

Summary Compensation Table. The following table shows, for the years
ending December 31, 1998, 1997, and 1996, 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 1998 ("Named Executive Officers"). The Company does not pay any cash
compensation to Named Executive Officers of the Company.

<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
---------------------------------- -------------------------------------
Awards Payouts
------------------------- ----------
Securities
Other Annual Restricted Underlying All Other
Name and Salary Bonus Compensation Stock Awards Options/ LTIP Compensation
Principal Office Year ($)(1) ($) ($)(2) ($) SARs (#)(3) Payouts(4) ($)(5)
- -------------------------- ---- ------ ----- ------------ ------------ ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph R. Ficalora 1998 $510,000 -0- -- -- 158,625 None $715,934
Chairman of the Board 1997 500,000 -0- -- -- 158,625 None 1,020,924
President, and 1996 400,000 140,000 -- -- -- None 649,511
Chief Executive Officer

Michael J. Lincks 1998 280,500 -0- -- -- 67,500 None 375,237
Executive Vice President 1997 275,000 -0- -- -- 67,500 None 533,547
and Corporate Secretary 1996 225,000 61,875 -- -- -- None 345,838

James J. O'Donovan 1998 243,000 -0- -- -- 67,500 None 355,364
Senior Vice President 1997 225,000 -0- -- -- 67,500 None 473,364
1996 175,000 48,125 -- -- -- None 295,099

Robert Wann 1998 204,000 -0- -- -- 67,500 None 332,992
Senior Vice President 1997 200,000 -0- -- -- 67,500 None 431,122
Comptroller, and Chief 1996 155,000 31,000 -- -- -- None 266,674
Financial Officer

Russ DiBenedetto 1998 168,500 -0- -- -- 62,955 None 314,696
Senior Vice President 1997 165,000 -0- -- -- 67,500 None 395,604
1996 135,000 27,000 -- -- -- None 249,666
</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) Represents options granted under the 1997 Stock Option Plan as adjusted
for stock splits.
(4) For the years 1998, 1997, and 1996, the Bank had no long-term incentive
plans in existence and therefore made no payouts or awards under such
plans.
(5) Includes allocations under the ESOP for 1998 of 3,148 shares each for
Messrs. Ficalora, Lincks, O'Donovan, Wann, and DiBenedetto, respectively,
which each had market values at December 31, 1998 of $93,653. Includes
allocations of 20,917; 9,465; 8,797; 8,045; and 7,430 shares, which had
market values of $622,281; $281,584; $261,711; $239,339; and $221,043,
respectively, at December 31, 1998 for Messrs. Ficalora, Lincks,
O'Donovan, Wann, and DiBenedetto, respectively, under the Queens County
Savings Bank Supplemental Benefits Plan ("SBP").

15
<PAGE>

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. 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 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

16
<PAGE>

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.

1993 Incentive Stock Option Plan. The Company maintains the Incentive
Stock Option Plan pursuant to which options to purchase 1,256,906 shares of
common stock with an exercise price of $3.71, as adjusted for stock splits, were
granted and are outstanding to officers and employees of the Company and its
affiliates. The Incentive Stock Option Plan generally provides that options
granted under such plan will be subject to vesting, have terms no greater than
ten years and exercise prices which are at least equal to fair market value of
the Company's common stock as the date of grant.

1997 Stock Option Plan. The Company maintains the 1997 Stock Option Plan
for the benefit of directors, officers, and employees of the Company and its
affiliates. Such plan authorizes the granting of options to purchase up to
1,181,250 shares of Company common stock, as adjusted for stock splits,
excluding options granted for Reload Options, as discussed below, and the
granting of Reload Options for the purchase of up to 675,000 shares. Beginning
on January 1, 1999 and ending December 31, 2006, the maximum number of options
and Reload Options under the plan shall be increased annually by an amount equal
to 1% of the Company's outstanding shares. The 1997 Stock Option Plan contains
an elective feature to promote an increase in the equity interest of the
directors and officers of the Company and its affiliates (the"ASAP feature").
Pursuant to the ASAP feature, an optionee must elect to make investment in the
Company by contributing currently owned shares which will be utilized for an
automatic annual exercise of options granted under the 1997 Stock Option Plan,
provided that the fair market value of the Company's common stock has increased
by 5% or more. Upon such automatic exercise, the participant is granted a Reload
Option to purchase a number of shares equal to the number of shares used to
automatically exercise the options and satisfy any tax obligation incident to
such exercise. In addition, ASAP participants are granted additional options
annually in an amount equal to the number of options granted to the participant
in February 1997, less the number of options and Reload Options the optionee
holds at the trading day following the automatic exercise date. The exercise
price of all options granted under the Plan, including Reload Options, shall not
be less than the fair market value of the Company's common stock on the date of
grant. The Board of Directors Committee administering the Plan may provide that
all options and Reload Options granted under the 1997 Stock Option Plan become
exercisable immediately upon a change of control of the Company or the Bank. The
expiration date of options and Reload Options granted under the 1997 Stock
Option Plan shall be December 31, 2006.

17
<PAGE>

Options/SAR Grants in Last Fiscal Year

<TABLE>
<CAPTION>
Percent of
Numbers of Total Potential Realizable Value
Securities Options at Assumed Annual Rate
underlying Granted to of Stock Price Appreciation
Options Employees Exercise Expiration for Option Term (1)
Granted in Fiscal Year Price Date 5% 10%
------- -------------- ----- ---- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Joseph R. Ficalora 158,625 37.40% $24.85 12/31/06 $1,892,079 $4,493,688

Michael J. Lincks 67,500 15.92% 24.85 12/31/06 805,140 1,912,208

Russ DiBenedetto 62,955 14.84% 24.85 12/31/06 750,927 1,783,452

James J. O'Donovan 67,500 15.92% 24.85 12/31/06 805,140 1,912,208

Robert Wann 67,500 15.92% 24.85 12/31/06 805,140 1,912,208
</TABLE>

- ----------
(1) The amounts represent certain assumed rates of appreciation. Actual gains,
if any, on stock option exercises and Common Stock holdings are dependent
on the future performance of the Common Stock and overall stock market
conditions. There can be no assurance that the amounts reflected in this
table will be realized.

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, 1998. Also reported are the values for
"in-the-money" options representing 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 stock splits. During 1998,
196,125; 82,178; 77,955; 79,508; and 82,655 options were exercised by Messrs.
Ficalora, Lincks, DiBenedetto, O'Donovan and Wann, respectively.

FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
Number of Securities Underlying Value of Securities Underlying
Unexercised Unexercised In-the-Money
Options at December 31, 1998 Options at December 31,1998

Exercisable/Unexercisable Exercisable/Unexercisable
Name (#) ($)(1)
---------------------- ------------------------------- ------------------------------
<S> <C> <C>
Joseph R. Ficalora 481,256 / -0- $9,178,574 / -0-

Michael J. Lincks 194,460 / -0- 3,636,788 / -0-

Russ DiBenedetto 194,138 / -0- 3,670,308 / -0-

James J. O'Donovan 200,280 / -0- 3,788,341 / -0-

Robert Wann 178,083 / -0- 3,210,331 / -0-
</TABLE>

(1) Market value of underlying securities on December 31, 1998 ($29.75)
minus the exercise or base prices of $3.71; $15.63; and $24.85 per
share.

18
<PAGE>

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 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
600,000 120,000 180,000 240,000 300,000 360,000 420,000
</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, 1998 for each executive officer.

Credited Service Years
----------------------

Joseph R. Ficalora.......... 33
Michael J. Lincks........... 6
Russ DiBenedetto............ 11
James J. O'Donovan.......... 12
Robert Wann................. 16

Supplemental Benefits Plan. For the year ended December 31, 1998,
supplemental retirement benefits of $240,877 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.

19
<PAGE>

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 other unfavorable features. The Bank provides loans to its
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 APPOINTMENT OF
INDEPENDENT AUDITORS

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

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

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

20
<PAGE>

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 2000, 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 19, 1999. Any such proposal will be subject to 17 C.F.R. ss. 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. In order for notice of a shareholder proposal for
consideration at the Company's 2000 Annual Meeting to be timely, the Company
would have to receive such notice no later than January 20, 2000, assuming that
the 2000 Annual Meeting is held on April 21, 2000 and that the Company provides
at least 100 days notice or public disclosure of the date of the meeting. 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 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 members of the proxy committee 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.

21
<PAGE>

A copy of the Form 10-K (without exhibits) for the year ended December 31,
1998, 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, 1999 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.

22
<PAGE>

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 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 21, 1999.

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):

Max L. Kupferberg, Dominick Ciampa, and Richard H. O'Neill

FOR VOTE WITHHELD
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-------------- ------------------------

INSTRUCTION: To withhold your vote for any individual nominee, write the
nominee's name on the line provided below:

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

2. The ratification of the appointment of KPMG LLP as independent
auditors of Queens County Bancorp, Inc. for the fiscal year ending
December 31, 1999.

FOR AGAINST ABSTAIN
--- ------- -------

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

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

The Trustee is 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 26, 1999 to: Donald J. Powell, Vice President, Human
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354.
<PAGE>

QUEENS COUNTY SAVINGS BANK
38-25 MAIN STREET
FLUSHING, NEW YORK 11354

March 19, 1999

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 2,946,800 shares (split adjusted) of common stock
of the Company for the benefit of the Bank's employees in the
conversion and an additional 1,699,056 shares (split adjusted) in
the secondary market following the conversion. The unrelated
corporate trustee for the ESOP is Oppenheimer Capital Trust Company.

3. 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 1998
Annual Report, a Proxy Statement dated March 19, 1999, 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 26, 1999 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>

QUEENS COUNTY SAVINGS BANK
38-25 MAIN STREET
FLUSHING, NEW YORK 11354

March 19, 1999

Dear Employee,

Sincerely yours,

The Board of Directors
<PAGE>

QUEENS COUNTY SAVINGS BANK
38-25 MAIN STREET
FLUSHING, NEW YORK 11354

March 19, 1999

Dear Employee,

3. A Recognition and Retention Plan and Trust ("RRP") was established.
The RRP purchased 1,474,875 shares (split adjusted) of common stock
in connection with the conversion. The unrelated corporate trustee
for the RRP is Chase Manhattan Bank.

Sincerely yours,

The Board of Directors
<PAGE>

QUEENS COUNTY SAVINGS BANK
38-25 MAIN STREET
FLUSHING, NEW YORK 11354

March 19, 1999

Dear Retiree,

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.

Sincerely yours,

The Board of Directors
<PAGE>

QUEENS COUNTY SAVINGS BANK
38-25 MAIN STREET
FLUSHING, NEW YORK 11354

March 19, 1999

Dear Former Employee with vested Queens County Bancorp, Inc. stock in an
Employee Benefit Plan,

Sincerely yours,

The Board of Directors
<PAGE>

Please mark
your votes as |X|
indicated in
this example

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

VOTE
1. The election as directors of all nominees FOR WITHHELD
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: Max L. Kupferberg, Dominick Ciampa, and
Richard H. O'Neill

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

2. The ratification of the appointment of KPMG FOR AGAINST ABSTAIN
LLP as independent auditors of Queens County
Bancorp, Inc. for the fiscal year ending |_| |_| |_|
December 31, 1999.

Please indicate here if you plan to attend
the Annual Meeting. YES NO

|_| |_|

Date__________________

Signature(s)______________________________________________

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
<PAGE>

REVOCABLE PROXY QUEENS COUNTY BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
April 21, 1999
10:00 a.m. Eastern Standard Time

The undersigned hereby appoints the 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 21, 1999, at
10:00 a.m., Eastern Standard 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, 1999, and a 1998 Annual Report to Shareholders.

(Continued and to be signed on reverse side)

FOLD AND DETACH HERE