QUEENS COUNTY BANCORP INC, DEF 14A, 2000-03-20

QUEENS COUNTY BANCORP INC
DEF 14A, 2000-03-20
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED

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Please mark your
votes as X
indicated in
this example
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

VOTE
1. The election as directors of all nominees listed FOR WITHHELD
(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 and Joseph R. Ficalora

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

2. The amendment of the Queens County Bancorp, Inc. 1997 FOR AGAINST ABSTAIN
Stock Option Plan. |_| |_| |_|

3. The ratification of the appointment of KPMG LLP as FOR AGAINST ABSTAIN
independent auditors of Queens County Bancorp, Inc. |_| |_| |_|
for the fiscal year ending December 31, 2000.

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

Signature______________________Signature______________________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
<PAGE>

REVOCABLE PROXY QUEENS COUNTY BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
April 19, 2000
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 19, 2000, 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 17, 2000, and a 1999 Annual Report to Shareholders.

(Continued and to be signed on reverse side)
<PAGE>

[LOGO] QUEENS COUNTY
BANCORP, INC.
-------------

38-25 Main Street
Flushing, New York 11354
(718) 359-6400

March 17, 2000

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 19, 2000, 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 representatives 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,

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 19, 2000

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

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of Queens County Bancorp, Inc. will be held on April 19, 2000,
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 two directors to three-year terms of office each;
2. The amendment of the Queens County Bancorp, Inc. 1997 Stock Option Plan;
3. The ratification of the appointment of KPMG LLP as independent auditors of
the Company for the fiscal year ending December 31, 2000; 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 3, 2000, 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,

Michael J. Lincks
Executive Vice President
and Corporate Secretary

Flushing, New York
March 17, 2000
<PAGE>

QUEENS COUNTY BANCORP, INC.

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

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 19, 2000

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

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 19,
2000 and at any adjournments thereof. The 1999 Annual Report to Shareholders,
including consolidated financial statements for the fiscal year ended December
31, 1999, accompanies this proxy statement, which is first being mailed to
shareholders on or about March 17, 2000.

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 other 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. 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 materials 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 3, 2000 has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
shareholders of record entitled to receive notice of and to vote at the Annual
Meeting and at any adjournments thereof. The total number of shares of Common
Stock outstanding on the Record Date was 20,813,126.

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 with respect to the
shares held in excess of the Limit. A person or entity is deemed to beneficially
own shares owned by an affiliate of, as well as 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

2
<PAGE>

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
cast at the Annual Meeting, in person or by proxy, is required to constitute
shareholder ratification of this proposal. Shares as to which the "ABSTAIN" box
has been selected on the proxy card and shares underlying broker non-votes or in
excess of the Limit will not be counted as votes cast and will have no effect on
the vote on the matter presented.

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 at the Annual Meeting,
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.

3
<PAGE>

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

Common Stock Queens County Savings Bank 4,548,839(1) 21.86%
Employee Stock Ownership
Plan ("ESOP")
38-25 Main Street
Flushing, New York 11354

Max L. Kupferberg 1,109,589(2) 5.32
Director
Queens County Bancorp, Inc.
38-25 Main Street
Flushing, NY 11354

- ------------------------------
(1) Harold E. Johnson, and Donald M. Blake 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 3, 2000, 1,661,850 shares were allocated under
the ESOP and 2,886,989 were unallocated.
(2) Information is based on a Schedule 13D filed on September 14, 1998 and
current information in which Mr. Kupferberg reported that he beneficially
owns 1,109,589 shares.

4
<PAGE>

PROPOSALS TO BE VOTED ON AT THE MEETING

PROPOSAL 1. ELECTION OF DIRECTORS

Both persons standing for election as director were unanimously nominated
by the Nominating Committee of the Board of Directors. Neither person being
nominated as a director is being proposed for election pursuant to any agreement
or understanding between any such person and the Company.

Pursuant to the Company's Bylaws, the number of directors of the Company
is eight (8), unless otherwise designated by the Board of Directors. The eight
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 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 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.

5
<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
- ----------------------- --- -------- -------- --------- -----

NOMINEES

<S> <C> <C> <C> <C> <C>
Donald M. Blake 75 1968 2003 190,328 (3) (4) 0.91 %
President and Chief Executive
Officer of Joseph J. Blake &
Assoc., Inc., a national real
estate appraisal company.

Joseph R. Ficalora 53 1989 2003 893,675 (5) (6) 4.22
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.

CONTINUING DIRECTORS

Harold E. Johnson 81 1965 2001 233,945 (3) 1.12
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.

Henry E. Froebel 76 1984 2001 111,430 (3) 0.53
Retired Vice Chairman of
Rollins Hudig Hall of New
York, an insurance brokerage
firm.

Howard C. Miller 76 1985 2001 104,874 (3) 0.50
Retired Senior Vice
President-Mortgages of
the Bank.
</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>
Max L. Kupferberg 80 1983 2002 1,109,589 (3) (4) 5.32
Chairman of the Board
of Directors of Kepco, Inc.,
a manufacturer of electrical
equipment.

Dominick Ciampa 66 1995 2002 162,508 (3) (4) 0.78
Principal, Ciampa
Organization, a local real
estate development firm.

Richard H. O'Neill 68 1995 2002 39,295 (3) 0.19
Financial consultant;
Retired Executive Vice
President, Finance, New
York Shipping Assoc., Inc.

NAMED EXECUTIVE
OFFICERS

Michael J. Lincks 42 -- -- 310,127 (5) (6) 1.49
Executive Vice President and
Corporate Secretary of the
Company; Executive Vice
President and Secretary of the
the Bank since 1992.

Russ DiBenedetto 57 -- -- 365,704 (5) (6) 1.75
Senior Vice President of the
Company; Senior Vice
President and Auditor of the
Bank since 1991.

James J. O'Donovan 57 -- -- 321, 674 (5) (6) 1.54
Senior Vice President of the
Company; Senior Vice
President and Mortgage
Officer of the Bank since 1987.
</TABLE>

7
<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>
Robert Wann 45 -- -- 309,699 (5) (6) 1.48
Senior Vice President,
Comptroller, and Chief
Financial Officer of the
Company; Senior Vice
President and Comptroller of
the Bank since 1992.

All directors and executive 4,152,848 (7) 19.83 %
officers as a group (12 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).
(3) Includes 128,638; 88,638; 37,043; 51,793; and 15,000 shares underlying
options granted to Messrs. Johnson, Blake, Froebel, Miller, 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. Includes 27,000 shares underlying options granted
to each of Messrs. Johnson, Blake, Kupferberg, Froebel, Miller, and
Ciampa, respectively, under the Queens County Bancorp, Inc. 1997 Stock
Option Plan, all of which are currently exercisable. Also includes 17,345
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 9,655 shares underlying options granted to Mr.
O'Neill under the Queens County Bancorp, Inc. 1997 Stock Option Plan which
become exercisable July 19, 2000.
(4) Includes 18,019 shares owned by the spouse of Mr. Blake for which the
director disclaimed beneficial ownership. Also includes 152,911 shares
owned by the spouse of Mr. Kupferberg for which the director claimed
beneficial ownership. Also includes 11,775 and 23,815 shares wherein Mr.
Ciampa is co-trustee, with his spouse, of trusts for his children and of
the Dominick and Rose Ciampa Foundation, respectively.
(5) Includes 220,000 and 40,488 shares underlying options granted to Messrs.
Ficalora and DiBenedetto, respectively, under the Queens County Bancorp,
Inc. 1993 Incentive Stock Option Plan ("Incentive Option Plan"), all of
which are currently exercisable. Also includes 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, all of which are currently
exercisable.
(6) Includes 36,045; 40,612; 35,806; 37,558; and 36,494 shares allocated under
the ESOP to the accounts of Messrs. Ficalora, Lincks, DiBenedetto,
O'Donovan, and Wann, respectively. Includes 60,043; 33,411; 50,148;
20,058; and 18,453 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 ("SBP") to the
accounts of Messrs. Ficalora, Lincks, DiBenedetto, O'Donovan, and Wann,
respectively.
(7) Includes 321,112 shares underlying options granted to directors under the
Directors' Option Plan and 260,488 shares underlying options granted to
executive officers under the Incentive Option Plan, all of which are
currently exercisable. Includes 607,970 shares underlying options granted
to directors and executive officers under the Queens County Bancorp, Inc.
1997 Stock Option Plan. Also includes 186,515; 182,113; and 258,691 shares
accumulated for the benefit of executive officers in the aggregate under
the ESOP, Incentive Savings Plan, and the SBP, respectively. Excludes
9,655 shares underlying options granted to a director under the Queens
County Bancorp, Inc. 1997 Stock Option Plan which become exercisable on
July 19, 2000.

8
<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 1999, the Board of Directors of the Company
held thirteen (13) meetings. Each director 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 1999. 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), Froebel, and Miller, 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 1999.

Nominating Committee. The Company's Nominating Committee for the 2000
Annual Meeting consisted of Messrs. Blake (Chairman), Johnson, 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 18, 2000.

Compensation Committee. The Compensation Committee of the Company consists
of Messrs. Blake (Chairman), Johnson, and Kupferberg. This committee meets to
establish compensation for the executive officers and to review the incentive
compensation programs when necessary. The Compensation Committee met five (5)
times in 1999.

Strategic Planning Committee. The Strategic Planning Committee of the
Company consists of Messrs. Blake (Chairman), Johnson, Kupferberg, Froebel,
Miller, and Ficalora. The committee meets to review strategic initiatives of the
Company and the Bank. The Strategic Planning Committee met six (6) times in
1999.

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.

9
<PAGE>

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
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 is not currently 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 1999
amounted to $3,852. Such premiums are tax deductible by the Company, assuming
certain requirements are met.

Directors' Option Plans. Directors also participate in the Queens County
Bancorp, Inc. 1993 Stock Option Plan for Outside Directors and the Queens County
Bancorp, Inc. 1997 Stock Option Plan.

During 1999, under the Queens County Bancorp, Inc. 1997 Stock Option Plan,
Messrs. Johnson, Blake, Kupferberg, Froebel, Miller, 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; and 10,191 shares, respectively,
at an exercise price of $30.34. The options became exercisable on July 20, 1999.
Pursuant to the Annual Stock Appreciation Program feature within the plan (the
"ASAP"), options generally may be exercised starting on January 19, 2000 and on
each succeeding date immediately following the January Board meeting (the
"Automatic Exercise Date") thereafter until the Plan expires (for further
discussion, see "Executive Compensation - 1997 Stock Option Plan"). 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.

10
<PAGE>

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
1999.

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
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
1999, 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.

11
<PAGE>

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.

In the past, bonuses 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 were set, the general factors
that were used to determine bonuses were 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 were 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 Bank's 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 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. In making its recommendations
and determinations at year-end 1999 regarding executive compensation, the
Compensation Committee 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

12
<PAGE>

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 1999, executive officers were
eligible for the highest level of bonus under the Executive Management Bonus
Plan. In addition, the Committee and the Board approved a fifteen (15%) percent
cash compensation increase for all executive officers. However, after
consultation with management, no bonuses were paid and cash compensation
increases were held at two and one half (2.5%) percent. This decision, in
conjunction with the freezing of the pension plan and deferral of the
Supplemental Benefits Plan, was consistent with the continued focus upon
aligning the interests of executive management with the shareholders by placing
greater emphasis on stock-based compensation over cash-based compensation
strategies. In this regard, the Committee and Board also considered the current
proposal for replenishment of the 1997 Stock Option Plan and awards thereunder.

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 Company's 1999 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 1999. 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.

Consistent with other executive management, Mr. Ficalora was eligible to
receive the highest bonus under the Company's Executive Management Bonus Plan
and a fifteen (15%) percent cash compensation increase for 2000. Mr. Ficalora's
endorsement of a compensation strategy which more closely aligns the interests
of executive management with those of shareholders by emphasizing stock-based
compensation over cash compensation strategies resulted in no cash bonus payment
and the same two and one half (2.5%) percent cash compensation increase as the
rest of executive management.

Conclusion. The Compensation Committee believes that the significant
achievements of the Company and management can best be recognized by alignment
with shareholders' interests and the ultimate performance of the Company's
stock. The Committee anticipates

13
<PAGE>

that replenishment to the 1997 Stock Option Plan is the most effective means of
achieving long-term strategic goals.

Compensation Committee of the Bank

Donald M. Blake (Chairman)
Harold E. Johnson
Max L. Kupferberg

14
<PAGE>

Stock Performance Graph. The following graph shows a comparison of total
shareholder return on the Common Stock since December 31, 1994, 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, 1994 - December 31, 1999

[GRAPHIC OMITTED]

ASSUMES $100 INVESTED ON Jan 01, 1995
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING Dec. 31, 1999

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Summary
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Queens County Bancorp, Inc. 100.00 150.60 246.17 483.04 544.26 512.01
Nasdaq Market Index 100.00 129.71 161.18 197.16 278.08 490.46
MG Group Index 100.00 158.39 206.71 347.56 304.68 244.93
- --------------------------------------------------------------------------------------------------------------
</TABLE>

15
<PAGE>

Summary Compensation Table. The following table shows, for the years
ending December 31, 1999, 1998, and 1997, 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 1999 ("Named Executive Officers"). The Company does not pay any cash
compensation to Named Executive Officers of the Company.

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 1999 $600,000 -0- -- -- 158,625 None $ 40,064
Chairman of the Board, 1998 510,000 -0- -- -- 158,625 None 715,934
President, and 1997 500,000 -0- -- -- 158,625 None 1,020,924
Chief Executive Officer

Michael J. Lincks 1999 303,000 -0- -- -- 67,500 None 40,064
Executive Vice President 1998 280,500 -0- -- -- 67,500 None 375,237
and Corporate Secretary 1997 275,000 -0- -- -- 67,500 None 533,547

James J. O'Donovan 1999 262,500 -0- -- -- 67,500 None 40,064
Senior Vice President 1998 243,000 -0- -- -- 67,500 None 355,364
1997 225,000 -0- -- -- 67,500 None 473,364

Robert Wann 1999 220,000 -0- -- -- 67,500 None 40,064
Senior Vice President, 1998 204,000 -0- -- -- 67,500 None 332,992
Comptroller, and Chief 1997 200,000 -0- -- -- 67,500 None 431,122
Financial Officer

Russ DiBenedetto 1999 182,000 -0- -- -- 67,500 None 40,064
Senior Vice President 1998 168,500 -0- -- -- 62,955 None 314,696
1997 165,000 -0- -- -- 67,500 None 395,604
</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 1999, 1998, and 1997, 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 1999 of 1,477 shares each for
Messrs. Ficalora, Lincks, O'Donovan, Wann, and DiBenedetto, respectively,
which each had market values of $40,064 at December 31, 1999.

16
<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 Employment 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 Employment Agreements 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

17
<PAGE>

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 Executives under the Bank's agreements will be
guaranteed by the Company in the event that payments or benefits are not paid by
the Bank.

Options/SAR Grants in Last Fiscal Year

<TABLE>
<CAPTION>
Percent of
Total
Numbers of Options Potential Realizable Value
Securities Granted to at Assumed Annual Rate
Underlying Employees of Stock Price Appreciation
Options in Fiscal Exercise Expiration for Option Term(2)
Name Granted Year(1) Price Date 5% 10%
- ------------------ ---------- ----------- -------- ---------- ------------- -----------

<S> <C> <C> <C> <C> <C> <C>
Joseph R. Ficalora 158,625 37.00% $30.34 12/31/06 $3,026,670 $7,670,176
Michael J. Lincks 67,500 15.75% 30.34 12/31/06 1,287,900 3,263,905
Russ DiBenedetto 67,500 15.75% 30.34 12/31/06 1,287,900 3,263,905
James J. O'Donovan 67,500 15.75% 30.34 12/31/06 1,287,900 3,263,905
Robert Wann 67,500 15.75% 30.34 12/31/06 1,287,900 3,263,905
</TABLE>

- ------------------------------
(1) In addition to option grants reflected in the table, 172,191 options were
awarded to non-employee directors of the Company during the last fiscal
year. Accordingly, grants to the named executive officers represented
71.34% of all option grants.
(2) The amounts shown 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, 1999. 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. During 1999, 261,256; 194,460; 153,650; 200,280; and 178,082 options were
exercised by Messrs. Ficalora, Lincks, DiBenedetto, O'Donovan, and Wann,
respectively.

18
<PAGE>

Fiscal Year-end Option Values

<TABLE>
<CAPTION>
Number of Securities Underlying Value of Securities Underlying
Unexercised Unexercised In-the-Money
Options at December 31, 1999 Options at December 31,1999

Exercisable/Unexercisable Exercisable/Unexercisable
Name (#)(1) ($)(2)
- ---- -------------------------------- -------------------------------

<S> <C> <C>
Joseph R. Ficalora 378,625 / -0- $5,151,300 / -0-

Michael J. Lincks 67,500 / -0- -0- / -0-

Russ DiBenedetto 107,988 / -0- 948,027 / -0-

James J. O'Donovan 67,500 / -0- -0- / -0-

Robert Wann 67,500 / -0- -0- / -0-
</TABLE>

(1) Includes 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 at an exercise price of $30.34 per share.
(2) Market value of underlying securities on December 31, 1999 ($27.125) minus
the exercise or base price of $3.71 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. However, the
accrual of benefits under the Retirement Plan and the SBP has been frozen as of
September 30, 1999. 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
- ------------- ------------- ------------- -------------- ------------- -------------- ------------

- ----------------------
(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.

19
<PAGE>

The following table sets forth the years of credited service (i.e., benefit
service) as of December 31, 1999 for each executive officer.

Credited Service Years
-------------------------------
Joseph R. Ficalora ........................ 34
Michael J. Lincks ......................... 7
Russ DiBenedetto .......................... 12
James J. O'Donovan ........................ 13
Robert Wann ............................... 17

Supplemental Benefits Plan. For the year ended December 31, 1999,
supplemental retirement benefits of $311,429 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 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. AMENDMENT OF THE QUEENS COUNTY
BANCORP, INC. 1997 STOCK OPTION PLAN

The Company's shareholders are being asked to approve an amendment to the
Company's 1997 Stock Option Plan (the "Plan") to increase the number of shares
of Company Common Stock that may be issued under the Plan from 1,856,250 (as
adjusted under the terms of the Plan to reflect stock dividends subsequent to
the effective date of the Plan) to 2,856,250, representing an increase of
1,000,000 shares. The amendment was adopted by the Company's Board of Directors
on February 15, 2000, subject to shareholder approval. As of the record date,
there are no shares available under the Plan for the grant of options and
269,880 shares remain available for the grant of reload options in connection
with the exercise of options previously granted under the Plan in connection
with the Company's Annual Stock Appreciation Program (the "ASAP"), as described
in greater detail below. The Company believes that an adequate reserve of shares
available for issuance under the Plan is necessary to enable the Company to
compete effectively with other financial institutions to attract and retain key
personnel and to secure the services of experienced and qualified persons as
directors.

20
<PAGE>

The Company anticipates that, following the receipt of shareholder
approval of the amendment to increase the number of shares available under the
Plan, awards will be made to eligible directors, officers, and employees as part
of the Company's overall compensation strategy. However, no specific
determinations have been made regarding the persons eligible to receive awards,
the size of awards, or the terms of awards.

Summary of the Plan

The following summary discusses the general provisions of the Plan.

Type of Stock Option Grants. The Plan provides for the grant of incentive
stock options ("ISOs"), within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended ("Code"), and Non-Qualified Stock Options
("NQSOs"), which do not satisfy the requirements for ISO treatment. The Plan
administrative committee also 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 previously granted reload option (an "original option"), by
surrendering in accordance with the Plan, previously owned shares of Common
Stock in full payment of the option price under the original option. Each reload
option granted on the date of exercise of the original option covers a number of
shares of Common Stock not exceeding the whole number of shares of Common Stock
surrendered in payment of the exercise price under the original options, has an
exercise price equal to the fair market value of the Common Stock on the date of
grant of the reload option, expires on the stated expiration date of the
original option, and is subject to such other terms and conditions as the Plan
may dictate or the Plan committee may determine.

Administration. The Plan is administered by a committee of the Company's
Board of Directors. Subject to the terms of the Plan and resolutions of the
Board, the committee interprets the Plan and is authorized to make all
determinations and decisions thereunder. The committee also determines the
participants to whom stock options will be granted, the type and amount of stock
options that will be granted, and the terms and conditions applicable to such
grants.

Participants. All directors, officers, and employees of the Company and
its subsidiaries are eligible to participate in the Plan.

Number of Shares of Common Stock Available. As noted above, the Plan
originally reserved 1,181,250 shares of Common Stock (reflecting adjustments for
stock dividends subsequent to the effective date of the Plan) for issuance under
the Plan in connection with the exercise of options. Subject to shareholder
approval of Proposal 2, the number of shares of Common Stock available for
issuance under the Plan will be increased by 1,000,000. In addition, the Plan
originally authorized the issuance of 675,000 shares of Common Stock solely in
connection with the grant of reload options. The Plan provides that the number
of shares available for the grant of reload options will increase annually by
one percent of the Company's outstanding shares. There are currently 269,880
shares reserved specifically for the issuance of reload options. Shares of
Common Stock to be issued under the Plan may be either authorized but unissued
shares, or reacquired shares held by the Company in its treasury. Any shares

21
<PAGE>

subject to an award which expires or is terminated unexercised will again be
available for issuance under the Plan.

Terms of Stock Option Grants. The exercise price of each ISO or NQSO will
not be less than the fair market value of the Common Stock on the date the ISO
or NQSO is granted. The aggregate fair market value of the shares for which ISOs
granted to any employee under the Plan or any other stock plans of the Company
may be exercisable for the first time by such employee during any calendar year
(under all stock plans of the Company and its subsidiaries) may not exceed
$100,000.

Options may be exercised in whole or in part. The exercise price of an
option may be paid in Common Stock, by the surrender of all or part of the
option being exercised, in cash, or a cash equivalent acceptable to the Company.

Prior option grants under the Plan to officers and directors of the
Company were made in connection with the Company's ASAP program, which was
intended to promote an increase in the equity interest of such persons through
systematic option exercises and the retention of such acquired shares. The ASAP
requires each participant to make available sufficient previously owned shares
to facilitate an automatic exercise of previously awarded options when the fair
market value of the Common Stock exceeds certain threshold levels. Each option
grant under the ASAP program includes a reload option to restore the participant
to the same overall level of interest in the Company following the automatic
exercise of options that are included in the ASAP program.

Under the Plan, the Board may permit participants to transfer options to
eligible transferees (as such eligibility is determined by the Board). Each
option may be exercised during the holder's lifetime, and after death only by
the holder's beneficiary or, absent a beneficiary, by the estate or by a person
who acquired the right to exercise the option by will or the laws of descent and
distribution. Options may become exercisable in full at the time of grant or at
such other times and in such installments as the Board determines or as may be
specified in the Plan.

Options may be exercised during periods before and after the participant
terminates employment, as the case may be, to the extent authorized by the Board
or specified in the Plan. However, no option may be exercised after the tenth
anniversary of the date the option was granted. The Board may, at any time and
without additional consideration, accelerate the date on which an option becomes
exercisable.

Effect of a Change in Control. In the event of a change in control (as
defined in the Plan) of the Company, each outstanding stock option grant will
become fully vested and immediately exercisable.

Term of the Plan. The Plan was effective on February 18, 1997. The Plan
will expire on December 31, 2006, unless terminated sooner by the Board.

22
<PAGE>

Amendment of the Plan. 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.

Certain Federal Income Tax Consequences. The following brief description
of the tax consequences of stock option grants under the Plan is based on
federal income tax laws currently in effect and does not purport to be a
complete description of such federal income tax consequences.

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

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

Required Vote

The favorable vote of the holders of a majority of the shares of Common
Stock present and entitled to vote at the Annual Meeting in person or by proxy
is required to approve the amendment to the Plan.

Unless marked to the contrary, the shares represented by the enclosed
proxy card will be voted FOR amendment of the Queens County Bancorp, Inc. 1997
Stock Option Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT OF THE
QUEENS COUNTY BANCORP, INC. 1997 STOCK OPTION PLAN.

23
<PAGE>

PROPOSAL 3. RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT AUDITORS

The Company's independent auditors for the fiscal year ended December 31,
1999 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, 2000, 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.

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 2001, 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 17, 2000. 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 2001 Annual Meeting to be timely, the Company would have to receive
such notice no later than

24
<PAGE>

January 19, 2001, assuming that the 2001 Annual Meeting is held on April 18,
2001 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.

A copy of the Company's Annual Report on Form 10-K (without exhibits) for
the year ended December 31, 1999, 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,

Flushing, New York Michael J. Lincks
March 17, 2000 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, COMPLETE, AND PROMPTLY RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

25
<PAGE>

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

March 17, 2000
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 Trust Company.

2. An Employee Stock Ownership Plan and Trust ("ESOP") was established.
The ESOP acquired 2,946,800 shares (split-adjusted) of the 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 Trust Company.

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.

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 1999
Annual Report, a Proxy Statement dated March 17, 2000, 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 24, 2000 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 the respective Trustee
will then 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 17, 2000

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

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 17, 2000

Dear Retiree,

Sincerely yours,

The Board of Directors
<PAGE>

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

March 17, 2000

Dear Executive Officer,

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.

Sincerely yours,

The Board of Directors
<PAGE>

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

March 17, 2000

Dear Employee,

Sincerely yours,

The Board of Directors
<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 Shareholders on April 19, 2000.

Accordingly, you are to vote all shares attributable to me as follows:

1. The election as directors of both nominees listed (except as marked to
the contrary):

Donald M. Blake 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 amendment of the Queens County Bancorp, Inc. 1997 Stock Option
Plan.

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

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

3. The ratification of the appointment of KPMG LLP as independent auditors
of Queens County Bancorp, Inc. for the fiscal year ending December 31,
2000.

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 24, 2000 to: Donald J. Powell, Vice President, Human
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354.