Edgar Filing: NEW YORK COMMUNITY BANCORP INC

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

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

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Filed by a Party other than the Registrant |_|

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|_| Preliminary Proxy Statement
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|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

New York Community Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)

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

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[LOGO]New York Community
Bancorp, Inc.

615 Merrick Avenue
Westbury, New York 11590
(516) 683-4100

April 6, 2001

Fellow Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of
New York Community Bancorp, Inc., the holding company for New York Community
Bank. The Annual Meeting will be held on May 9, 2001, 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 New York Community
Bancorp, Inc., as well as representatives of KPMG LLP, the Company's independent
auditors, will be present to respond to any questions that you may have.

The Board of Directors of New York Community 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

NEW YORK COMMUNITY BANCORP, INC.
615 Merrick Avenue
Westbury, New York 11590

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 9, 2001

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

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of New York Community Bancorp, Inc. will be held on May 9,
2001, 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 four directors to three-year terms of office each;
2. The amendment of the New York Community Bancorp, Inc. 1997 Stock
Option Plan;
3 The approval of an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of common
stock;
4. The ratification of the appointment of KPMG LLP as independent
auditors of the Company for the fiscal year ending December 31,
2001; and
5. 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 23, 2001, 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 hereof. 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 New York Community Bancorp, Inc., 615 Merrick Avenue, Westbury, New
York 11590, 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
Westbury, New York
April 6, 2001

NEW YORK COMMUNITY BANCORP, INC.

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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
May 9, 2001

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Solicitation and Voting of Proxies

This proxy statement is being furnished to shareholders of New York
Community 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
May 9, 2001 and at any adjournments thereof. The 2000 Annual Report to
Shareholders, including consolidated financial statements for the fiscal year
ended December 31, 2000, accompanies this proxy statement, which is first being
mailed to shareholders on or about April 6, 2001.

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 votes 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.

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, Mellon
Investor Services LLC, a proxy solicitation firm, will assist the Company in
soliciting proxies for the Annual Meeting and will be paid a fee of $5,500, 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,
New York Community 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 23, 2001 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 28,971,798.

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

As to the election of directors, the proxy card being provided by the
Board of Directors enables a shareholder to vote for the election of the
nominees proposed by the Board of Directors, or to withhold authority to vote
for one or more of the nominees being proposed.

Under Delaware law and the Company's Bylaws, directors are elected by a
plurality of votes cast, without regard to either (i) broker non-votes or (ii)
proxies as to which authority to vote for one or more of the nominees being
proposed is withheld.

As to the matters being proposed for shareholder action set forth in
Proposal 2 regarding the amendment to the 1997 Stock Option Plan, and in
Proposal 4 regarding the ratification of the selection of independent auditors,
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, at which a quorum is present, in person or by proxy, is
required to constitute shareholder ratification of the 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.

Proposal 3 regarding the amendment of the Company's Certificate of
Incorporation to increase the total number of authorized shares will be deemed
approved if a majority of the issued and outstanding shares of Common Stock of
the Company entitled to vote at the Annual Meeting, at which a quorum is
present, votes in favor of the proposal. Abstentions and broker non-votes are
included as shares entitled to vote on Proposal 3 and will count as a vote
"AGAINST" Proposal 3.

Proxies solicited hereby will be returned to Mellon Investor Services LLC,
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 New York Community Bank 4,332,313(1) 14.95%
Employee Stock Ownership
Plan ("ESOP") and Trust
615 Merrick Avenue
Westbury, New York 11590

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(1) Harold E. Johnson, Donald M. Blake, and Max L. Kupferberg 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 23, 2001, 2,422,893 shares
were allocated under the ESOP and 1,909,420 were unallocated.

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 such person and the Company.

Pursuant to the Company's Bylaws, the number of directors of the Company
is eleven (11), unless otherwise designated by the Board of Directors. All
directors, except for John A. Pileski, who has been nominated to replace
retiring director Harold E. Johnson, presently serve as directors of the Company
and 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 Henry
E. Froebel, Howard C. Miller, Msgr. Thomas J. Hartman and John A. Pileski.

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.

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

Henry E. Froebel 77 1984 2004 96,116 (3) 0.33%
Retired Vice Chairman
of Rollins Hudig Hall
of New York, an
insurance brokerage
firm.

Howard C. Miller 77 1985 2004 72,621 (3) 0.25
Retired Senior Vice
President-Mortgages
of the Bank.

Msgr. Thomas J. Hartman 54 2000 2004 6,743 (3) 0.02
President and Chief
Executive Officer of
Radio and Television
for the Diocese of
Rockville Centre for
Telicare Television
Studios, a cable
television station.

John A. Pileski 61 -- 2004 2,000 0.01
Retired Partner, KPMG
LLP, an accounting
firm; Director of
American Skandia
Advisor Funds, Inc.,
an investment
company.

RETIRING DIRECTOR

Harold E. Johnson 82 1965 2001 127,561 (3) 0.44
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.

CONTINUING DIRECTORS

Max L. Kupferberg 81 1983 2002 1,115,319 (3)(4) 3.85
Chairman of the Board
of Directors of Kepco,
Inc., a manufacturer
of electrical
equipment.

Dominick Ciampa 67 1995 2002 172,398 (3)(4) 0.59
Principal, Ciampa
Organization, a local
real estate
development firm.

Richard H. O'Neill 69 1995 2002 68,544 (3) 0.24
Financial consultant;
Retired Executive
Vice President,
Finance, New York
Shipping Assoc., Inc.

Michael J. Levine 56 2000 2002 47,218 (3) 0.16
President of Norse
Realty Group, Inc.
and Affiliates, a
real estate owner
and developer;
Partner in Levine
and Schmutter
Certified Public
Accountants.

Donald M. Blake 76 1968 2003 129,715 (3)(4) 0.45
President and Chief
Executive Officer of
Joseph J. Blake &
Assoc., Inc., a
national real estate
appraisal company.

Joseph R. Ficalora 54 1989 2003 813,324 (5)(6) 2.80
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.

Robert M. Sprotte 63 2001 2003 105,635 (3) 0.36
President of
Schmelz Bros.,
Inc., a plumbing
contractor;
President of RDR
Realty Corp., a real
estate holding
company; President
of Three Rams Realty.

NAMED EXECUTIVE
OFFICERS

Michael J. Lincks 43 -- -- 296,190 (5)(6) 1.02
Executive Vice
President and
Corporate Secretary
of the Company;
Executive Vice
President and
Secretary of the
the Bank since 1992.

James J. O'Donovan 58 -- -- 307,216 (5)(6) 1.06
Executive Vice
President of the
Company and the Bank
since January 1, 2001;
Senior Vice of the
Company since 1993;
Senior Vice President
President and Mortgage
Officer of the Bank
since 1987.

Robert Wann 46 -- -- 295,179 (5)(6) 1.02
Executive Vice
President,
Comptroller, and
Chief Financial
Officer of the
Company and the
Bank since
January 1, 2001;
Senior Vice President
of the Company
since 1993; Senior
Vice President and
Comptroller of
the Bank since 1992.

Russ DiBenedetto 58 -- -- 301,633 (5)(6) 1.04
Senior Vice
President of the
Company; Senior Vice
President and
Auditor of the
Bank since 1991.

Mark A. Ricca 43 -- -- 34,033 (5)(6) 0.12
Senior Vice
President,
Administration, of
the Company and the
Bank since January
1, 2001. Previously
was Senior Vice
President;
Residential and
Consumer Lending and
Secretary of Haven
Bancorp, Inc. and
CFS Bank.

All directors and 3,991,445 (7) 13.76%
executive officers as
a group (16) persons

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(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 27,113; 13,293; 28,638; and 15,000 shares underlying options
granted to Messrs. Froebel, Miller, Johnson, and O'Neill, respectively,
under the Company's 1993 Stock Option Plan for Outside Directors
("Directors' Option Plan"), all of which are currently exercisable.
Includes 20,616 shares underlying options granted to each of Messrs.
Johnson, Blake, Kupferberg, Froebel, and Ciampa, respectively, under the
Company's 1997 Stock Option Plan, all of which are currently exercisable.
Also includes 24,247 and 46,594 shares underlying options granted to
Messrs. Miller and O'Neill under the Company's 1997 Stock Option Plan, and
27,666 shares underlying options granted to Mr. Levine under the Haven
Bancorp, Inc. 1996 Stock Incentive Plan (the "Haven Plan"), all of which
are currently exercisable. Excludes 33,384 shares underlying options
granted to each of Messrs. Johnson, Blake, Kupferberg, Froebel, and Ciampa
under the Company's 1997 Stock Option Plan which become exercisable on
July 18, 2001. Excludes 29,753; 7,406; 27,000; and 27,000 shares
underlying options granted to Messrs. Miller, O'Neill, Hartman and Levine
under the Company's 1997 Stock Option Plan which become exercisable July
18, 2001. Also excludes 27,000 shares underlying options granted to Mr.
Sprotte under the Company's 1997 Stock Option Plan which become
exercisable on August 27, 2001.
(4) Includes 18,679 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 27,315 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 121,117; 51,539; 51,539; 51,539; and 51,539 shares underlying
options granted to Messrs. Ficalora, Lincks, O'Donovan, Wann, and
DiBenedetto, respectively, under the Company's 1997 Stock Option Plan, all
of which are currently exercisable. Also includes 24,240 shares underlying
options granted to Mr. Ricca under the Haven Plan, all of which are
currently exercisable. Excludes 196,133; 83,461; 83,461; 83,461; and
83,461 shares underlying options granted to Messrs. Ficalora, Lincks,
O'Donovan, Wann, and DiBenedetto under the Company's 1997 Stock Option
Plan which become exercisable on July 18, 2001. Also excludes 15,000
shares underlying options granted to Mr. Ricca under the Haven Plan which
vest at a rate of 33-1/3% per year commencing on January 18, 2002.
(6) Includes 54,271; 58,838; 55,784; 54,720; and 54,033 shares allocated under
the ESOP to the accounts of Messrs. Ficalora, Lincks, O'Donovan, Wann, and
DiBenedetto, respectively. Includes 62,385; 34,714; 20,840; 19,173; and
52,104 shares purchased by the trustee of the Incentive Savings Plan of
the Bank for the accounts of Messrs. Ficalora, Lincks, O'Donovan, Wann,
and DiBenedetto, respectively. Includes 2,080; 2,254; and 1,126 shares
held by Mr. Ricca in the Haven Plan, the CFS Bank Employee 401(k) Thrift
Incentive Plan, and the Columbia Federal Savings Bank ESOP, respectively.
Also includes 120,912; 45,052; 35,800; 30,172; and 26,755 shares allocated
under the Bank's Supplemental Benefits Plan ("SBP") to the accounts of
Messrs. Ficalora, Lincks, O'Donovan, Wann and DiBenedetto, respectively.
(7) Includes 69,044 shares underlying options granted to directors under the
Directors' Option Plan, all of which are currently exercisable. Includes
507,578 shares underlying options granted to directors and executive
officers under the Company's 1997 Stock Option Plan. Also includes
277,646; 189,216; and 258,691 shares accumulated for the benefit of
executive officers in the aggregate under the ESOP, Incentive Savings
Plan, and the SBP, respectively. Also includes 2,080 shares and 51,906
shares underlying options under the Haven Plan, and 2,254 and 1,126 shares
accumulated for the benefit of an executive officer under the CFS Bank
Employee 401(k) Thrift Incentive Plan and the Columbia Federal Savings
Bank ESOP, respectively. Excludes 769,672; and 27,000 shares underlying
options granted to directors and executives under the Company's 1997 Stock
Option Plan which become exercisable on July 18, 2001 and August 27, 2001,
respectively. Also excludes 15,000 shares underlying options granted to an
executive under the Haven Plan which vest at a rate of 33-1/3% per year
commencing on January 18, 2002.

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 2000, 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 2000. 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, Miller, and O'Neill, 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 two (2) times in 2000.

Nominating Committee. The Company's Nominating Committee for the 2001
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
Securities Exchange Act of 1934. See "Additional Information - Notice of
Business to Be Conducted at an Annual Meeting." The Nominating Committee met on
January 23, 2001.

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 four (4)
times in 2000.

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 did not meet in 2000.

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 of the Bank 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 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 2000
amounted to $3,132. Such premiums are tax deductible by the Company, assuming
certain requirements are met.

Directors' Option Plans. Directors also participate in the Company's 1993
Stock Option Plan for Outside Directors and the Company's 1997 Stock Option
Plan.

During 2000, under the Company's 1997 Stock Option Plan, Messrs. Johnson,
Blake, Kupferberg, Froebel, Miller, Ciampa, and O'Neill were each granted
non-statutory stock options (each with a reload feature) to purchase 27,000
shares at an exercise price of $20.06. The options became exercisable on January
18, 2001. Mr. O'Neill was also granted non-statutory stock options (each with a
reload feature) to purchase 9,655 shares, at an exercise price of $24.06.
Pursuant to the Annual Stock Appreciation Program feature within the plan (the
"ASAP"), options generally may be exercised starting on January 18, 2001 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.

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
2000.

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
2000, 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.

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 publicly traded 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 New York Community 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 2000 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 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 2000, executive officers were
eligible for the highest level of bonus under the Executive Management Bonus
Plan. In addition, the Committee and the Board considered the substantial effort
required to successfully execute the acquisition of Haven Bancorp, Inc. It was
determined that only salary adjustments to bring in line compensation and
responsibility on an integrated basis would be made. Therefore, only the senior
mortgage officer and CFO who were both promoted to Executive Vice Presidents had
salary adjustments. Consistent with the continued emphasis on stock-based
compensation, all executive officers were granted options on July 18, 2000 to
match their existing participation in the Company's 1997 Stock Option Plan.

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. In particular, the CEO's
success in negotiating the acquisition and subsequent integration of Haven
Bancorp, Inc. was given more weight.

After reviewing the Company's 2000 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 2000. 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 an adjustment to compensation due to the integration of executive
management. Therefore, Mr. Ficalora felt that the value of stock options granted
in the year was an appropriate means of aligning his interests with management
and shareholders, therefore no bonus or salary adjustment was made.

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 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

Stock Performance Graph. The following graph provides a comparison of
total shareholder return on the Common Stock since December 31, 1995, 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

New York Community Bancorp, Inc.

December 31, 1995 - December 31, 2000

[LINE GRAPH OMITTED]

ASSUMES $100 INVESTED ON JAN. 01, 1996
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING DEC. 31, 2000

------------------------------------------------------------------------------
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
-------- -------- -------- -------- -------- --------
New York Community
Bancorp, Inc. 100.00 163.47 320.75 361.40 339.99 481.01
MG Group Index 100.00 130.51 219.43 192.36 154.64 250.67
Nasdaq Market Index 100.00 124.27 152.00 214.39 378.12 237.66
------------------------------------------------------------------------------

Summary Compensation Table. The following table shows, for the years
ending December 31, 2000, 1999, and 1998, 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 2000 ("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
--------------------------------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Principal Salary Bonus Compensation Awards Options/SARs Payouts Compensation
Office Year ($)(1) ($) ($)(2) ($) (#)(3) (4) ($)(5)
-----------------------------------------------------------------------------------------------

Joseph R. Ficalora 2000 $615,000 -0- -- -- 158,625 None $669,806
Chairman of the 1999 600,000 -0- -- -- 158,625 None 40,064
Board, President, 1998 510,000 -0- -- -- 158,625 None 715,934
and Chief
Executive Officer

Michael J. Lincks 2000 310,500 -0- -- -- 67,500 None 669,806
Executive Vice 1999 303,000 -0- -- -- 67,500 None 40,064
President and 1998 280,500 -0- -- -- 67,500 None 375,237
Corporate
Secretary

James J. O'Donovan 2000 269,000 -0- -- -- 67,500 None 669,806
Executive Vice 1999 262,500 -0- -- -- 67,500 None 40,064
President 1998 243,000 -0- -- -- 67,500 None 355,364

Robert Wann 2000 225,500 -0- -- -- 67,500 None 669,806
Executive Vice 1999 220,000 -0- -- -- 67,500 None 40,064
President, 1998 204,000 -0- -- -- 67,500 None 332,992
Comptroller, and
Chief Financial
Officer

Russ DiBenedetto 2000 186,500 -0- -- -- 67,500 None 669,806
Senior Vice 1999 182,000 -0- -- -- 67,500 None 40,064
President 1998 168,500 -0- -- -- 62,955 None 314,696

----------
(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 a 3-for-2 stock split in 1998.
(4) For the years 2000, 1999, and 1998, 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 2000 of 18,226 shares each to
Messrs. Ficalora, Lincks, O'Donovan, Wann, and DiBenedetto, respectively,
which each had market values of $669,806 at December 31, 2000.

Employment Agreements. The Bank and the Company maintain employment
agreements with Messrs. Ficalora, Lincks, O'Donovan, Wann, and DiBenedetto (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 as defined in the Employment Agreement 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.
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
--------------------------------------

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

Joseph R. Ficalora 158,625 20.40% $20.06 7/18/10 $2,000,579 $5,070,290
Michael J. Lincks 67,500 8.68 20.06 7/18/10 851,310 2,157,570
James J. O'Donovan 67,500 8.68 20.06 7/18/10 851,310 2,157,570
Robert Wann 67,500 8.68 20.06 7/18/10 851,310 2,157,570
Russ DiBenedetto 67,500 8.68 20.06 7/18/10 851,310 2,157,570

----------
(1) In addition to option grants reflected in the table, 349,000 options were
awarded to employees and non-employee directors of the Company during the
last fiscal year. Accordingly, grants to the named executive officers
represented 55.12% 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, 2000. 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 2000, 220,000 and 40,488 options were exercised by Messrs.
Ficalora and DiBenedetto, respectively.

Fiscal Year-end Option Values
-----------------------------

Number of Securities Underlying Value of Securities Underlying
Unexercised Unexercised In-the-Money
Options at December 31, 2000 Options at December 31,2000

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

Joseph R. Ficalora 158,625 / 158,625 $1,016,786 / $2,647,451
Michael J. Lincks 67,500 / 67,500 432,675 / 1,126,575
James J. O'Donovan 67,500 / 67,500 432,675 / 1,126,575
Robert Wann 67,500 / 67,500 432,675 / 1,126,575
Russ DiBenedetto 67,500 / 67,500 432,675 / 1,126,575

----------
(1) Includes 158,625; 67,500; 67,500; 67,500; and 67,500 shares underlying
options granted to Messrs. Ficalora, Lincks, O'Donovan, Wann, and
DiBenedetto, respectively, under the Company's 1997 Stock Option Plan at
an exercise price of $20.06 per share, which became exercisable on January
18, 2001.
(2) Market value of underlying securities on December 31, 2000 ($36.75) minus
the exercise or base prices of $30.34 and $20.06 per share, respectively.

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 accrual
of benefits under the Retirement Plan and the SBP were 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.

Years of Benefit Service at
Normal Retirement Age
-------------------------------------------------------------------
Final
Average
Salary(1) 10 15 20 25 30 40
--------- --------- --------- --------- --------- --------- ---------

$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
625,000 125,000 187,500 250,000 312,500 375,000 437,500

----------
(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 benefit and credited service as of
December 31, 2000 for each executive officer.

Benefit Credited
Service Service
------- -------
Joseph R. Ficalora.......... 34 35
Michael J. Lincks........... 7 8
James J. O'Donovan.......... 13 14
Robert Wann................. 17 18
Russ DiBenedetto............ 12 13

Supplemental Benefits Plan. For the year ended December 31, 2000,
supplemental retirement benefits of $83,885 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 its executive officers or directors. In
connection with the merger of the Company and Haven Bancorp, Inc., the Company
assumed loans which were made by Haven to its executive officers and directors
and an executive officer of the Company. As a result, as of December 31, 2000,
the Company, through the Bank, had $14.0 million of loans outstanding to its
executive officers, directors, and their immediate family members, all of which
were made in the ordinary course of business, were made on substantially the
same terms as those prevailing at the time for comparable transactions and do
not involve more than a normal risk of collectibility or present other
unfavorable terms. Loans made to other 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 COMPANY'S
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 2,856,250 (as
adjusted under the terms of the Plan to reflect stock dividends subsequent to
the effective date of the Plan) to 4,356,250, representing an increase of
1,500,000 shares. The amendment was adopted by the Company's Board of Directors
on February 27, 2001, subject to shareholder approval. As of the Record Date,
there are no shares available under the Plan for the grant of options nor 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.

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
previously reserved 2,181,250 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 1,500,000. In addition, the Plan
previously authorized the issuance of 675,000 shares of Common Stock, subject to
certain adjustments, 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 no 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 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 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.

Under the Plan, the Board may permit participants to transfer NQSO's 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 or the Bank, 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.

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 (if necessary) 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 Company's 1997 Stock Option Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT OF THE
COMPANY'S 1997 STOCK OPTION PLAN.

PROPOSAL 3. TO APPROVE AN AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION INCREASING THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK

The Board of Directors unanimously approved, declared advisable, and
recommends to the shareholders an amendment to the Certificate of Incorporation
to increase the number of shares of Common Stock authorized for issuance from
60,000,000 to 150,000,000. The Board of Directors believes that this proposal is
in the best interests of the Company and its shareholders and recommends a vote
FOR the proposed amendment.

ARTICLE FOURTH, Section A of the Certificate of Incorporation states:

"The total number of shares of stock of all classes which the Corporation
shall have authority to issue is Sixty-Five Million (65,000,000) consisting of:

five million (5,000,000) shares of Preferred Stock, par value one cent
($0.01) per share (the "Preferred Stock"); and
sixty million (60,000,000 shares of Common Stock, par value one cent
($0.01) per share (the "Common Stock")."

The proposed amendment would change Article FOURTH, Section A of the
Certificate of Incorporation to increase the total number of authorized shares
of all classes of stock to One Hundred Fifty-Five million (155,000,000) and to
provide that One Hundred Fifty million (150,000,000) of such shares shall be
shares of Common Stock. The par value of the Common Stock and Preferred Stock
will remain $0.01 per share. The proposed amendment is subject to the approval
of the Company's shareholders.

Purpose of Amendment

The Certificate of Incorporation currently authorizes the issuance of up
to 60,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. As
of the Record Date, March 23, 2001, the Company had 28,971,798 shares of Common
Stock outstanding, 1,998,862 shares of Common Stock held in Treasury, and
2,036,079 shares of Common Stock reserved for issuance to directors and
employees under various compensation and benefits plans, with the remaining
26,993,261 shares being authorized, unissued, and unreserved shares available
for other corporate purposes. There were no shares of Preferred Stock
outstanding as of the Record Date. While the Company currently does not have any
plans to issue or reserve additional Common Stock (other than pursuant to
various compensation and benefit plans), the Board of Directors considers the
proposed increase in the number of authorized shares desirable as it would give
the Board the necessary flexibility to issue Common Stock in connection with
stock dividends and splits, acquisitions, financing, employee benefits, and for
other general corporate purposes. Without an increase in the

number of authorized shares of Common Stock, the number of available shares for
issuance may be insufficient to consummate one or more of the above
transactions.

Approving an increase in the number of authorized shares at this time
would enable the Company to take advantage of market conditions and favorable
opportunities at the time one of the transactions described above occurs,
without the expense and delay incidental to obtaining shareholder approval of an
amendment to the Certificate of Incorporation increasing the number of
authorized shares, except as may be required by applicable law for a particular
issuance. As a result, the Board is proposing an amendment of the Certificate of
Incorporation to increase the number of shares of Common Stock from 60,000,000
to 150,000,000, which would increase the authorized, unissued, and unreserved
shares of Common Stock available for issuance from 26,993,261 to 116,993,261
shares. Authorized unissued and unreserved Common Stock may be issued from time
to time for any proper purpose without further action of the shareholders,
except as may be required by the Certificate of Incorporation, applicable law,
or the listing requirements for the Nasdaq, on which the Common Stock is listed.

Each share of Common Stock authorized for issuance has the same rights and
is identical in all respects with each other share of Common Stock. The newly
authorized shares of Common Stock will not affect the rights, such as voting and
liquidation rights, of the shares of Common Stock currently outstanding.
Shareholders will not have preemptive rights to purchase any subsequently issued
shares of Common Stock. The Company currently has no plans to issue the newly
authorized shares of Common Stock.

The ability of the Board of Directors to issue additional shares of Common
Stock without additional shareholder approval may be deemed to have an
anti-takeover effect because unissued and unreserved shares of Common Stock
could be issued by the Board of Directors in circumstances that may have the
effect of deterring takeover bids, including the use of shares to implement the
Company's shareholder rights plan. Because shareholders do not have preemptive
rights under the Certificate of Incorporation, the rights of existing
shareholders may (depending on the particular circumstances in which the
additional shares of Common Stock are issued) be diluted by any such issuance.
The Board of Directors does not intend to issue any additional shares of Common
Stock except on terms that it deems to be in the best interests of the Company
and its shareholders.

Unless marked to the contrary, the shares represented by the enclosed
Proxy will be voted FOR the approval of the amendment to the Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
60,000,000 to 150,000,000.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE AN
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.

PROPOSAL 4. RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT AUDITORS

The Company's independent auditors for the fiscal year ended December 31,
2000 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, 2001, 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.

Audit Fees

The aggregate fees the Company paid to KPMG LLP for the annual audit and
for the review of the Company's Forms 10-Q for the fiscal year 2000 totaled
$293,500.

All Other Fees

The aggregate fees the Company paid to KPMG LLP for all other non-audit
services including fees for tax-related services during fiscal year 2000 totaled
$596,000, all of which was related to the Company's acquisition of Haven
Bancorp, Inc. The Company did not pay fees to KPMG LLP for Information Systems
and Design during fiscal year 2000.

The Audit Committee believes that the non-audit fees paid to KPMG LLP are
compatible with maintaining KPMG LLP's independence.

AUDIT COMMITTEE REPORT TO SHAREHOLDERS

The Audit Committee of the Board is responsible for providing independent,
objective oversight of the Company's accounting functions and internal controls.
The Audit Committee is composed of four (4) directors, each of whom is
independent, as defined by the National Association of Securities Dealers'
listing standards. The Audit Committee operates under a written charter approved
by the Board of Directors. A copy of the charter is attached to this Proxy
Statement as Appendix A.

Management is responsible for the Company's internal controls and
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with generally accepted

auditing standards and to issue a report thereon. The Audit Committee's
responsibility is to monitor and oversee these processes.

In connection with these responsibilities, the Audit Committee met with
management and KPMG LLP, the independent auditing firm for the Company, to
review and discuss the December 31, 2000 consolidated financial statements. The
Audit Committee also discussed with KPMG LLP the matters required by Statement
on Auditing Standards No. 61 (Communication with Audit Committees). The Audit
Committee also received the written disclosures and the letter from our
independent accountants, KPMG LLP, required by Independent Standards Board
Standard No. 1, "Independence Discussions with Audit Committees". Additionally,
the Audit Committee has discussed with KPMG LLP the issue of its independence
from the Company.

Based upon the Audit Committee's discussions with management and the
independent accountants, and the Audit Committee's review of the representations
of management and the independent accountants, the Audit Committee recommended
that the Board of Directors include the audited consolidated financial
statements in the Company's Annual Report on Form 10-K for the year ended
December 31, 2000, to be filed with the Securities and Exchange Commission.

THE AUDIT COMMITTEE

Max L. Kupferberg, Chair
Henry E. Froebel
Howard C. Miller
Richard H. O'Neill

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 2002, 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
December 7, 2001. 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 2002 Annual Meeting to be timely, the Company would have to receive
such notice no later than February 7, 2002, assuming that the 2002 Annual
Meeting is held on May 9, 2002 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, 2000, as filed with the United States Securities and
Exchange Commission, will be furnished without charge to shareholders upon
written request to New York Community Bancorp, Inc., Mrs. Ilene A. Angarola,
First Vice President, Investor Relations, 615 Merrick Avenue, Westbury, New York
11590.

By Order of the Board of Directors,

Westbury, New York Michael J. Lincks
April 6, 2001 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.

APPENDIX A

AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
OF
NEW YORK COMMUNITY BANCORP, INC.

CHARTER

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by New York
Community Bancorp, Inc. (the "Company") and its subsidiaries to any
governmental body and the public; the systems of internal controls
regarding finance, accounting, legal compliance and ethics that management
and the Board have established; and the auditing (internal and external),
of the accounting and financial reporting processes. Consistent with this
function, the Audit Committee should encourage continuous improvement of,
and should foster adherence to, all policies, procedures and practices at
all levels. The Audit Committee's primary duties and responsibilities are
to:

o Serve as an independent and objective party to monitor both
the financial reporting process and the internal control
system.

o Review and appraise the audit efforts of both the independent
accountants and the internal auditing department.

o Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal
auditing department, and the Board of Directors.

II. COMPOSITION

The Audit Committee shall be comprised of three (3) or more directors as
determined by the Board, each of whom shall be independent directors, and
free from any relationship that, in the opinion of the Board, would
interfere with the exercise of his or her independent judgment as a member
of the Committee. All members of the Committee shall have a working
familiarity with basic finance and accounting practices, and at least one
member of the Committee shall have accounting or related financial
management expertise.

A-1

The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be
duly elected and qualified. Unless a Chair is elected by the full Board,
the members of the Committee may designate a Chair by majority vote of the
full Committee membership.

III. MEETINGS

The Committee shall meet periodically. As part of its job to foster open
communication, the Committee should meet at least annually with
management, the director of the internal auditing department and the
independent accountants to discuss any matters that the Committee or each
of these groups believe should be discussed.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

Document/Report Review

1. Review and update this Charter periodically, as conditions dictate.

2. Review the organization's quarterly and annual financial statements
and any reports or other financial information submitted to any
governmental body, and the public, including any certification,
report, opinion or review rendered by the independent accountants.

3. Review the regular internal reports to management prepared by the
internal auditing department and management's response.

4. Review all reports issued by the independent accountants to Company
management.

Independent Accountants

5. Recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness and approve
the fees and other compensation to be paid to the independent
accountants. On an annual basis, the Committee should review and
discuss with the accountants all significant relationships the
accountants have with the Company to determine the accountant's
independence.

6. Confer with the independent accountants and the internal auditors
concerning the scope of their examination of the books and records
of the Company and its subsidiaries; reviewing and approving the
independent accountants' annual engagement letter; reviewing and
approving the internal audit charter, annual audit plans and
budgets; directing the special attention of the auditors to specific
matters or areas deemed by the Committee or the auditors to be of
special significance; and

A-2

authorizing the auditors to perform such supplemental reviews or
audits as the Committee may deem desirable.

7. Periodically consult with the independent accountants about internal
controls and the completeness and accuracy of the organization's
financial statements and the quality of its financial accounting.

8. Review the performance of the independent accountants and approve
any proposed discharge of the independent accountants when
circumstances warrant.

Financial Reporting Processes

9. In consultation with the independent accountants and the internal
auditors, review the integrity of the organization's financial
reporting processes, both internal and external, in order to ensure
continued compliance with generally accepted auditing standards.

10. Consider the independent accountants' judgments about the quality
and appropriateness of the accounting principles as applied in its
financial reporting.

11. Consider and approve, if appropriate, major changes to the auditing
and accounting principles and practices as suggested by the
independent accountants, management, or the internal auditing
department.

Processes Improvement

12. Establish separate systems of reporting to the Audit Committee by
each of management, the independent accountants and the internal
auditors regarding any significant judgments made in management's
preparation of the financial statements and the view of each as to
the appropriateness of such judgments.

13. Following completion of the annual audit, review separately with
each of management, the independent accountants and the internal
auditing department any significant difficulties encountered during
the course of the audit, including any restrictions on the scope of
work or access to required information.

14. Review any significant disagreement among management and the
independent accountants or the internal auditing department in
connection with the preparation of the financial statements.

15. Review with the independent accountants, the internal auditing
department and management, the extent to which changes or
improvements in financial or accounting practices, as approved by
the Audit Committee, have been implemented. (This review should be
conducted at an appropriate time subsequent to implementation of
changes or improvements, as decided by the Committee.)

16. Review periodically the Company's Code of Ethical Conduct and ensure
that management has established a system to enforce this Code.

A-3

17. Review management's monitoring of overall compliance with the
Company's Ethical Code, and ensure that management has the proper
review system in place to ensure that the financial statements,
reports and other financial information disseminated to governmental
organizations and the public satisfy legal requirements.

18. Review activities, organization structure, and qualifications of the
internal audit department.

19. Review legal compliance matters including corporate securities
trading policies with counsel.

20. Review, with the organization's counsel, any legal matter that could
have a significant impact on the organization's financial
statements.

21. Review correspondence from outside legal counsel, which is submitted
to the independent auditors in connection with the audit process.

22. Review the programs and policies designed to ensure compliance with
applicable laws and regulations and monitoring the results of these
compliance efforts.

23. Report through its Chairman to the entire Board of Directors
following the meetings of the Audit Committee.

24. Maintain minutes or other records of meetings and activities of the
Audit Committee.

25. Conduct or authorize investigations into any matters within the
Audit Committee's scope of responsibilities. The Audit Committee
shall consider whether the retention of independent counsel,
accountants, or others would be appropriate to assist it in the
conduct of investigation of specific matters of substantial concern.
Unless approved or ratified by the full Board of Directors,
retention of any third parties by the Audit Committee must be
approved by unanimous vote of the members of the Audit Committee.

26. Perform any other activities consistent with this Charter, the
by-laws and governing law, as the Committee or the Board deems
necessary or appropriate.

Charter Amendments

27. This Charter may be amended by a vote of a majority of the members
of the Audit Committee. Any amendment to this Charter is subject to
ratification by the full Board of Directors.

Approved: June 13, 2000

A-4

VOTE AUTHORIZATION FORM

I, the undersigned, understand that the aforementioned Trustees are the
holders of record and custodians of all shares of New York Community 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 May 9, 2001.

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):

Nominees: Henry E. Froebel, Howard C. Miller,
Msgr. Thomas J. Hartman, and John A. Pileski

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 New York Community Bancorp, Inc. 1997 Stock
Option Plan.

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

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

3. The approval of an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of common
stock.

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

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

4. The ratification of the appointment of KPMG LLP as independent
auditors of New York Community Bancorp, Inc. for the fiscal year
ending December 31, 2001.

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 Tuesday, April 17, 2001 to: Ms. Victoria Kalligeros, Assistant Vice
President, Human Resources, New York Community Bank, 615 Merrick Avenue,
Westbury, New York 11590.

NEW YORK COMMUNITY BANK
615 MERRICK AVENUE
WESTBURY, NEW YORK 11590

April 6, 2001

Dear Executive Officer,

As you know, in connection with 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. as the parent holding
company for the Bank, and it's subsequent renaming to New York Community
Bancorp, Inc. (the "Company") 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 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 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
First Bankers Trust Co.

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
participants' 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 2000
Annual Report, a Proxy Statement dated April 6, 2001, 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 April 17, 2001 to: Ms. Victoria Kalligeros, Assistant Vice
President, Human Resources, New York Community Bank, 615 Merrick Avenue,
Westbury, New York 11590. 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

NEW YORK COMMUNITY BANK
615 MERRICK AVENUE
WESTBURY, NEW YORK 11590

April 6, 2001

Dear Employee,

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 April 17, 2001 to: Victoria Kalligeros, Assistant Vice President,
Human Resources, New York Community Bank, 615 Merrick Avenue, Westbury, New York
11590. An envelope marked "Confidential" has been provided for your convenience.

Sincerely yours,

The Board of Directors

NEW YORK COMMUNITY BANK
615 MERRICK AVENUE
WESTBURY, NEW YORK 11590

April 6, 2001

Dear Retiree,

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.

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
participants' 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.

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 April 17, 2001 to: Ms. Victoria Kalligeros, Assistant Vice
President, Human Resources, New York Communtiy Bank, 615 Merrick Avenue,
Westbury, New York, 11590. An envelope marked "Confidential" has been provided
for your convenience.

Sincerely yours,

The Board of Directors

NEW YORK COMMUNITY BANK
615 MERRICK AVENUE
WESTBURY, NEW YORK 11590

April 6, 2001

Dear Former Employee with vested New York Community Bancorp, Inc. stock held in
an Employee Benefit Plan,

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 April 17, 2001 to: Ms. Victoria Kalligeros, Assistant Vice
President, Human Resources, New York Communtiy Bank, 615 Merrick Avenue,
Westbury, New York, 11590. An envelope marked "Confidential" has been provided
for your convenience.

Sincerely yours,

The Board of Directors

NEW YORK COMMUNITY BANK
615 MERRICK AVENUE
WESTBURY, NEW YORK 11590

April 6, 2001

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 First Bankers Trust Co.

Sincerely yours,

The Board of Directors

NEW YORK COMMUNITY BANK
615 MERRICK AVENUE
WESTBURY, NEW YORK 11590

April 6, 2001

Dear Employee,

As you know, in connection with the conversion of CFS Bank (the "Bank")
from the mutual to stock form of organization in 1993, and the formation of
Haven Bancorp, Inc. as the parent holding company for the Bank, and the
subsequent merger of Haven Bancorp, Inc. with and into New York Community
Bancorp, Inc. (the "Company") in November 2000, the following benefit plans
include shares of New York Community Bancorp, Inc. as noted:

1. The CFS Bank 401(k) Thrift Incentive Savings Plan was established 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(k) Plan is Merrill Lynch Trust Company.

2. The CFS Bank Employee Stock Ownership Plan was established. The ESOP
holds 554,186 shares of common stock of the Company for the benefit
of the Bank's employees. The unrelated corporate trustee for the
ESOP is Chase Manhattan Bank.

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 April 17, 2001 to: Victoria Kalligeros, Assistant Vice President,
Human Resources, New York Community Bank, 615 Merrick Avenue, Westbury, New York
11590. An envelope marked "Confidential" has been provided for your convenience.

Sincerely yours,

The Board of Directors

NEW YORK COMMUNITY BANK
615 MERRICK AVENUE
WESTBURY, NEW YORK 11590

April 6, 2001

Dear CFS Bank Retiree,

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 April 17, 2001 to: Victoria Kalligeros, Assistant Vice President,
Human Resources, New York Community Bank, 615 Merrick Avenue, Westbury, New York
11590. An envelope marked "Confidential" has been provided for your convenience.

Sincerely yours,

The Board of Directors

NEW YORK COMMUNITY BANK
615 MERRICK AVENUE
WESTBURY, NEW YORK 11590

April 6, 2001

Dear Former CFS Bank Employee with vested New York Community Bancorp, Inc. stock
held in an Employee Benefit Plan,

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 April 17, 2001 to: Victoria Kalligeros, Assistant Vice President,
Human Resources, New York Community Bank, 615 Merrick Avenue, Westbury, New York
11590. An envelope marked "Confidential" has been provided for your convenience.

Sincerely yours,

The Board of Directors

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

1. Election of directors

FOR all nominees WITHHOLD
listed below AUTHORITY
(except as to vote for all
marked to the nominees listed
contrary) below

|_| |_|

Nominees: Henry E. Froebel, Howard C.
Miller, Msgr. Thomas J. Hartman, and
John A. Pileski

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

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

2. The amendment of the New York Community Bancorp, Inc. 1997 Stock Option Plan.

FOR AGAINST ABSTAIN
|_| |_| |_|

3. The approval of an amendment to the Company's Certificate of Incorporation
increasing the number of authorized shares of common stock.

FOR AGAINST ABSTAIN
|_| |_| |_|

4. The ratification of the appointment of KPMG LLP as independent auditors
of New York Community Bancorp, Inc.for the fiscal year ending December 31,
2001.

FOR AGAINST ABSTAIN
|_| |_| |_|

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

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 ^

REVOCABLE PROXY NEW YORK COMMUNITY BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
May 9, 2001
10:00 a.m. Eastern Standard Time

The undersigned hereby appoints the Proxy Committee of the Board of
Directors of New York Community 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 May 9, 2001 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 April 6, 2001, and a 2000 Annual Report to Shareholders.

(Continued and to be signed on reverse side)

--------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^

[LOGO] NYCB NEW YORK COMMUNITY BANCORP, INC.

615 MERRICK AVENUE o WESTBURY, NY 11590 o 516-683-4100

JOSEPH R. FICALORA
CHAIRMAN, PRESIDENT &
CHIEF EXECUTIVE OFFICER

April 6, 2001

Fellow Shareholders:

Just as our 2000 Annual Report was going to press, we issued an announcement
that ties in well with our cover theme, "Creating Opportunities."

I'm pleased to report that just last week, we announced the signing of a
definitive agreement to combine in a merger-of-equals with Richmond County
Financial Corp. Pending your approval, regulatory approvals, and the approval of
Richmond County's shareholders, the two companies will form an $8.8 billion
financial institution with a network of 119 branch offices and a significant
share of deposits in the greater metro New York area.

While details of the merger will be provided in a joint proxy
statement/prospectus to be sent to you later this year, following are some of
the highlights of the proposed transaction:

o Richmond County will merge into New York Community Bancorp, with
shareholders of Richmond County receiving 1.02 shares of New York
Community Bancorp stock for each share of Richmond County Financial
Corp. stock held.

o The merger will be accounted for as a purchase transaction and is
expected to close on or about September 30, 2001. Based on a
split-adjusted closing price of $27.37 on March 27, 2001, the date
of the merger announcement, the value of the transaction is $802.0
million.

o The merger is expected to be immediately accretive to earnings.
Reflecting first-year cost savings of $17.6 million, the merger is
expected to be 12% - 17% accretive to GAAP earnings (under proposed
accounting regulations) and 17% accretive to cash earnings in 2002.

o The combined organization will retain the name New York Community
Bancorp, Inc. and will continue to be headquartered in Westbury, New
York.

o Capitalizing on the strong identities we've established in our
respective markets, our primary subsidiary, New York Community Bank,
will operate through six community divisions: Queens County Savings
Bank, CFS Bank, Richmond County Savings Bank, First Savings Bank of
New Jersey, Ironbound Bank, and South Jersey Bank.

o The combined company will have loans of $5.5 billion and deposits of
$5.6 billion, including core deposits of $2.8 billion. With 25
branches in Queens and 22 in Staten Island, we will command a
significant share of deposits in two of the five boroughs of New
York City, ranking fifth and second, respectively, among all banks
serving these areas.

- please turn over -

o I will continue to serve as Chief Executive Officer and President of
New York Community Bancorp, while Robert Wann will continue to serve
as our Executive Vice President and Chief Financial Officer.
Similarly, Michael J. Lincks will continue as Executive Vice
President and Secretary, and James J. O'Donovan will continue as
Executive Vice President and Chief Lending Officer.

o Our management team will be enhanced by the addition of three
executives from Richmond County Financial. Michael F. Manzulli,
Chairman and Chief Executive Officer, will serve as Chairman of the
New York Community Bancorp Board of Directors; Anthony E. Burke,
President and Chief Operating Officer, will serve as Senior
Executive Vice President and Chief Operating Officer; and Thomas R.
Cangemi, Executive Vice President and Chief Financial Officer, will
serve as Executive Vice President, Capital Markets.

o Following the merger, four members of the Richmond County Board of
Directors will join the Board of New York Community Bancorp; five
members of our current Board will continue to serve as directors of
the combined company.

As I stated in the press release announcing the agreement, we are enormously
pleased with the strategic benefits of this merger, and with the opportunities
for earnings growth it is expected to create. Like New York Community Bancorp,
Richmond County has a strong franchise in a deposit-rich market, and a balance
sheet that also emphasizes multi-family loans. With a consistent record of asset
quality and above-average performance measures, Richmond County is the ideal
partner for a financial institution intent on creating share value and earnings
growth.

We look forward to telling you more about the proposed merger over the next two
quarters, and to releasing our first quarter earnings later on this month. In
the interim, we urge you to read the enclosed annual report and proxy statement,
and to vote your proxies for the Annual Meeting, scheduled for May 9th.

Should you have any questions, please continue to call our Investor Relations
Department at 516-683-4420. We welcome the opportunity to tell you more about
the proposed merger of Richmond County Financial Corp. into New York Community
Bancorp, Inc.

With appreciation for your investment and your continuing support, I am

Sincerely yours,

/s/ Joseph R. Ficalora
------------------------
Joseph R. Ficalora
Chairman, President, and
Chief Executive Officer

Forward-looking Statements and Risk Factors

New York Community Bancorp, Inc. and Richmond County Financial Corp. will be
filing a joint proxy statement/prospectus and other relevant documents
concerning the merger with the United States Securities and Exchange Commission
(the "SEC"). WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION.

Investors will be able to obtain these documents free of charge at the SEC's web
site (www.sec.gov). In addition, documents filed with the SEC by New York
Community Bancorp will be available free of charge from Ms. Ilene A. Angarola,
First Vice President, Investor Relations, New York Community Bancorp, 615
Merrick Avenue, Westbury, New York 11590. Documents filed with the SEC by
Richmond County Financial Corp. will be available free of charge from Mr. Thomas
Cangemi, Executive Vice President and Chief Financial Officer, Richmond County
Financial Corp., 1214 Castleton Avenue, Staten Island, New York 10310-1702.

The directors, executive officers, and certain other members of management of
New York Community Bancorp and Richmond County Financial Corp. may be soliciting
proxies in favor of the merger from the companies' respective shareholders. For
information about these directors, executive officers, and members of
management, shareholders are asked to refer to the most recent proxy statements
issued by the respective companies, which are available at the addresses
provided in the preceding paragraph.

Certain statements contained within this news release are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements may be identified by their reference to
future periods and include, without limitation, those statements relating to the
anticipated effects of the merger. The following factors, among others, could
cause the actual results of the merger to differ materially from the
expectations stated in this release: the ability of the companies to obtain the
required shareholder or regulatory approvals of the merger; the ability of the
companies to consummate the merger; the ability to successfully integrate the
companies following the merger; a materially adverse change in the financial
condition of either company; the ability to fully realize the expected cost
savings and revenues; and the ability to realize the expected cost savings and
revenues on a timely basis.

In addition, other factors that could cause the actual results of the merger to
differ materially from current expectations include a change in economic
conditions; changes in interest rates, deposit flows, loan demand, real estate
values, and competition; changes in accounting principles, policies, or
guidelines; changes in legislation and regulation; and other economic,
competitive, governmental, regulatory, and technological factors affecting the
companies' operations, pricing, and services.

The Company undertakes no obligation to update these forward-looking statements
to reflect events or circumstances that occur after the date on which such
statements were made.