LOGO

                                18 OAKLAND AVENUE
                          WARWICK, NEW YORK 10990-0591
                                 (914) 986-2206


                                             March 17, 2000


Dear Shareholder:

     You are cordially invited to attend the 2000 Annual Meeting of Shareholders
("Annual Meeting") of Warwick Community Bancorp, Inc. ("Company"), the holding
company for The Warwick Savings Bank and The Towne Center Bank, which will be
held at The Inn at Central Valley, Smith Clove Road, Central Valley, New York
10917, on April 18, 2000 at 9:30 a.m., New York time.

     The attached Notice of the 2000 Annual Meeting of Shareholders and Proxy
Statement describe the formal business to be transacted at the Annual Meeting.
Directors and officers of the Company, as well as a representative of Arthur
Andersen LLP, the accounting firm appointed by the Board of Directors to be the
Company's independent auditors for the fiscal year ending December 31, 2000,
will be present at the Annual Meeting to respond to appropriate questions from
our shareholders.

     The Board of Directors of the Company has determined that an affirmative
vote on each matter to be considered at the Annual Meeting is in the best
interests of the Company and its shareholders and unanimously recommends a vote
"FOR" election of each of the four nominees for director and "FOR" each of the
other proposals identified in the Notice of the 2000 Annual Meeting of
Shareholders.

     YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, THE BOARD OF DIRECTORS URGES YOU
TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE
IN THE ENCLOSED POSTAGE-PAID ENVELOPE. THIS WILL NOT PREVENT YOU FROM VOTING IN
PERSON AT THE ANNUAL MEETING, BUT WILL ASSURE THAT YOUR VOTE IS COUNTED IF YOU
ARE UNABLE TO ATTEND. IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED
IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER
TO ATTEND AND TO VOTE PERSONALLY AT THE ANNUAL MEETING. EXAMPLES OF SUCH
DOCUMENTATION INCLUDE A BROKER'S STATEMENT, LETTER OR OTHER DOCUMENT CONFIRMING
YOUR OWNERSHIP OF SHARES OF THE COMPANY.

     On behalf of the Board of Directors and the employees of the Company, thank
you for your continued support.

                                             Sincerely yours,


                                             [Facsimile signature]


                                             Timothy A. Dempsey
                                             Chairman of the Board
                                                and Chief Executive Officer



<PAGE>



                                      LOGO

                                18 OAKLAND AVENUE
                          WARWICK, NEW YORK 10990-0591
                                 (914) 986-2206


                NOTICE OF THE 2000 ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON APRIL 18, 2000


     NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Warwick
Community Bancorp, Inc. ("Company") will be held at The Inn at Central Valley,
Smith Clove Road, Central Valley, New York 10917, on April 18, 2000 at 9:30
a.m., New York time, for the following purposes:

     1.   To elect four directors, each to serve for a three-year term;

     2.   To ratify the appointment of Arthur Andersen LLP as
          independent auditors for the Company for the fiscal year
          ending December 31, 2000; and

     3.   To transact such other business as may properly come before
          the Annual Meeting and any adjournment or postponement
          thereof. As of the date hereof, the Board of Directors of
          the Company is not aware of any such other business.

     The Board of Directors has fixed the close of business on March 1, 2000 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting and any adjournment or postponement thereof. A
list of shareholders entitled to vote at the Annual Meeting will be available
for inspection at 18 Oakland Avenue, Warwick, New York, for a period of ten days
prior to the Annual Meeting and will also be available at the Annual Meeting.

     A copy of the 1999 Annual Report to Shareholders of the Company, which for
purposes of the regulations of the Federal Deposit Insurance Corporation serves
as the Annual Disclosure Statement of The Warwick Savings Bank and The Towne
Center Bank, subsidiaries of the Company, accompanies this Notice of the 2000
Annual Meeting of Shareholders. Shareholders may obtain, free of charge, an
additional copy of the Annual Report by writing to Barbara A. Rudy, Senior Vice
President, Shareholder Relations, The Warwick Savings Bank, P.O. Box 591,
Warwick, New York 10990-0591.

     YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, THE BOARD OF DIRECTORS URGES YOU
TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE
IN THE ENCLOSED POSTAGE-PAID ENVELOPE. RETURNING THE PROXY CARD WILL NOT PREVENT
YOU FROM VOTING IN PERSON IF YOU ATTEND THE ANNUAL MEETING.

                                           By Order of the Board of Directors,


                                           [Facsimile signature]


                                           Nancy L. Sobotor-Littell
                                           Corporate Secretary

Warwick, New York
March 17, 2000


<PAGE>



                                      LOGO

                                18 OAKLAND AVENUE
                          WARWICK, NEW YORK 10990-0591
                                 (914) 986-2206


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



                             PROXY STATEMENT FOR THE
                       2000 ANNUAL MEETING OF SHAREHOLDERS

                          TO BE HELD ON APRIL 18, 2000


                               GENERAL INFORMATION


GENERAL

     This Proxy Statement and accompanying Proxy Card are being mailed to
shareholders of Warwick Community Bancorp, Inc. ("Company") on or about March
17, 2000 in connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Annual Meeting of Shareholders of the
Company to be held at The Inn at Central Valley, Smith Clove Road, Central
Valley, New York 10917, on April 18, 2000 at 9:30 a.m., New York time, and at
any adjournment or postponement thereof ("Annual Meeting").

     On July 21, 1998, the Company changed its fiscal year from the twelve-month
period ending May 31st to the twelve-month period ending December 31st. Due to
this change in the Company's fiscal year, certain information presented in this
Proxy Statement is measured through the seven-month transition period ended
December 31, 1998.


RECORD DATE AND VOTING RIGHTS

     The Board of Directors of the Company has fixed the close of business on
March 1, 2000 as the record date ("Record Date") for the determination of the
holders of the Company's issued and outstanding common stock, par value $.01 per
share ("Common Stock"), entitled to notice of and to vote at the Annual Meeting.
Only holders of record of Common Stock at the close of business on the Record
Date will be entitled to vote at the Annual Meeting. At the close of business on
the Record Date, there were 5,536,790 shares of Common Stock outstanding. The
presence, in person or by proxy, of the holders of at least a majority of the
total number of outstanding shares of Common Stock entitled to vote at the
Annual Meeting is necessary to constitute a quorum thereat.

     Each holder of shares of Common Stock outstanding on the Record Date will
be entitled to one vote for each share held of record (except for Excess Shares,
if any, as defined below) upon each matter to be voted upon at the Annual
Meeting. As provided in the Company's Certificate of Incorporation, if any
person beneficially owns, directly or indirectly, shares of Common Stock in
excess of 10% of the then issued and outstanding shares of Common Stock, all
such shares beneficially owned by such person in excess of the 10% threshold
shall be deemed to be "Excess Shares," and the holder thereof shall be entitled
to cast only one one-hundredth (1/100) of a vote per share for each Excess
Share. A person or entity is deemed to beneficially own shares owned by an
affiliate or associate as well as persons acting in concert with such person or
entity. The Company's Certificate of Incorporation authorizes the Board of
Directors (i) to interpret and apply the provisions of the Certificate of
Incorporation governing Excess Shares and to determine, on the basis of
information known to them after reasonable inquiry, all facts necessary to
ascertain compliance with such provisions and (ii) to demand that any


<PAGE>



person who is reasonably believed to beneficially own Excess Shares supply
information to the Company to enable the Board of Directors to implement and
apply such provisions.

     If the enclosed Proxy Card is properly executed and received by the Company
in time to be voted at the Annual Meeting, the shares represented thereby will
be voted in accordance with the instructions indicated thereon. IF NO
INSTRUCTIONS ARE GIVEN, EXECUTED PROXIES WILL BE VOTED FOR ELECTION OF EACH OF
THE FOUR NOMINEES FOR DIRECTOR AND FOR EACH OF THE OTHER PROPOSALS IDENTIFIED IN
THE NOTICE OF THE 2000 ANNUAL MEETING.


VOTE REQUIRED

     Directors are elected by a plurality of the votes cast in person or by
proxy at the Annual Meeting. The holders of Common Stock may not vote their
shares cumulatively for the election of directors. Ratification of the
appointment of Arthur Andersen LLP as the Company's independent auditors
requires the affirmative vote of the holders of a majority of the shares of
Common Stock represented in person or by proxy at the Annual Meeting and
entitled to vote thereon. ACCORDINGLY, SHARES AS TO WHICH THE "ABSTAIN" BOX HAS
BEEN SELECTED ON THE PROXY CARD WITH RESPECT TO THE APPOINTMENT OF ARTHUR
ANDERSEN LLP AS INDEPENDENT AUDITORS FOR THE COMPANY WILL BE COUNTED AS PRESENT
AND ENTITLED TO VOTE AND WILL HAVE THE EFFECT OF A VOTE AGAINST THAT PROPOSAL.
IN CONTRAST, SHARES UNDERLYING BROKER NON-VOTES WILL NOT BE COUNTED AS PRESENT
AND ENTITLED TO VOTE AND WILL HAVE NO EFFECT ON THE VOTE FOR SUCH PROPOSAL.


REVOCABILITY OF PROXIES

     The presence of a shareholder at the Annual Meeting will not automatically
revoke such shareholder's proxy. However, a shareholder may revoke a proxy at
any time before it is voted by (i) filing a written notice of revocation with
the Corporate Secretary of the Company prior to the Annual Meeting, (ii)
delivering to the Corporate Secretary prior to the Annual Meeting a duly
executed proxy bearing a later date or (iii) attending the Annual Meeting,
filing a written notice of revocation with the secretary of the Annual Meeting
and voting in person.

     IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME,
YOU WILL NEED APPROPRIATE DOCUMENTATION FROM YOUR RECORD HOLDER IN ORDER TO BE
ADMITTED TO THE ANNUAL MEETING AND TO VOTE AT THE ANNUAL MEETING. Examples of
such documentation include a broker's statement, letter or other document that
will confirm your ownership of shares of the Company.


SOLICITATION OF PROXIES

     The Company will bear the costs of soliciting proxies from its
shareholders. In addition to the solicitation of proxies by mail, Georgeson
Shareholder Communications Inc., a proxy solicitation firm, will assist the
Company in soliciting proxies for the Annual Meeting and will be paid a fee
estimated to be $3,000, plus out-of-pocket expenses. Proxies may also be
solicited personally, by telephone, facsimile or other means by directors,
officers and employees of the Company or its subsidiaries, without additional
compensation. 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 forward proxy materials to and obtain proxies
from such beneficial owners, and will reimburse such holders for reasonable
expenses incurred in connection therewith.


STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     The following table sets forth certain 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 as of February 29,


                                        2

<PAGE>



2000. Other than those persons listed below, the Company is not aware of any
person who is the beneficial owner of more than 5% of the Company's outstanding
shares of Common Stock as of February 29, 2000. Except as otherwise indicated,
the information provided in the following table was obtained from filings with
the Securities and Exchange Commission ("SEC") and with the Company pursuant to
the Securities Exchange Act of 1934, as amended ("Exchange Act"). For purposes
of the following table and the table set forth under "Stock Ownership of
Management," in accordance with Rule 13d-3 under the Exchange Act, a person is
deemed to "beneficially own" any shares of Common Stock (a) over which such
person has, directly or indirectly, sole or shared voting or investment power or
(b) of which such person has the right to acquire beneficial ownership,
including the right to acquire beneficial ownership by the exercise of stock
options, at any time within 60 days after February 29, 2000. As used herein,
"voting power" includes the power to vote, or direct the voting of, such shares,
and "investment power" includes the power to dispose, or direct the disposition
of, such shares.




<TABLE>
<CAPTION>
                                                   AMOUNT AND NATURE       PERCENT OF
TITLE OF CLASS      NAME AND ADDRESS OF              OF BENEFICIAL        COMMON STOCK
 OF SECURITY         BENEFICIAL OWNER                  OWNERSHIP         OUTSTANDING(4)
----------------  ------------------------------- ------------------  --------------------
<S>               <C>                                  <C>                    <C>
Common Stock      Warwick Community Bancorp, Inc.      527,714(1)             9.5%
                  Employee Stock Ownership Plan
                  and Trust ("ESOP")
                  18 Oakland Avenue
                  Warwick, New York 10990-0591

Common Stock      Salomon Smith Barney Inc.            469,920(2)             8.5%
                  388 Greenwich Street
                  New York, New York 10013

Common Stock      Kahn Brothers & Co., Inc.            392,328(3)             7.1%
                  555 Madison Avenue, 22nd Floor
                  New York, New York 10022
</TABLE>


_______________________

(1)  The ESOP is administered by The Warwick Savings Bank ("Warwick Savings") as
     Plan Administrator and by a committee established pursuant to the ESOP
     ("ESOP Committee"). The assets of the ESOP are held in a trust ("ESOP
     Trust") for which HSBC Bank USA serves as trustee ("ESOP Trustee"). The
     ESOP Trust purchased such shares following Warwick Savings' conversion from
     mutual to stock form ("Conversion") with funds borrowed from the Company.
     The Common Stock acquired by the ESOP is released from a suspense account
     and allocated annually to the accounts of participants based upon the
     contributions made to the ESOP by the Company. The ESOP Committee may
     instruct the ESOP Trustee regarding investment of assets held in the ESOP
     Trust. The ESOP Trustee generally votes all allocated shares held in the
     ESOP Trust in accordance with the instructions of participants. As of
     December 31, 1999, 126,037 of the 527,714 shares held in the ESOP Trust
     were allocated to participants. Pursuant to the terms of the ESOP,
     unallocated shares are generally voted by the ESOP Trustee in a manner
     calculated to most accurately reflect the voting instructions received from
     participants regarding the allocated shares so long as such vote is in
     accordance with the requirements of the Employee Retirement Income Security
     Act of 1974, as amended.

(2)  Based on information in a Schedule 13G/A, dated February 14, 2000, filed on
     behalf of Salomon Smith Barney Inc. ("SSB"), a New York corporation,
     Salomon Brothers Holding Company Inc. ("SBHC"), a Delaware corporation
     which is the sole stockholder of SSB, Salomon Smith Barney Holdings Inc.
     ("SSBH"), a New York corporation which is the sole stockholder of SBHC, and
     Citigroup Inc. ("Citigroup"), a Delaware corporation which is the sole
     stockholder of SSBH. SSB, SSHC, SSBH and Citigroup have shared voting and
     shared dispositive power over all of the shares shown.


(3)  Based on information in a Schedule 13G/A, dated February 4, 2000, filed on
     behalf of Kahn Brothers & Co., Inc. ("Kahn"). Kahn has shared dispositive
     power over all of the shares shown.

(4)  Percentages have been calculated on the basis of 5,536,790 shares of Common
     Stock, the number of shares of Common Stock outstanding as of February 29,
     2000.


                                        3

<PAGE>



STOCK OWNERSHIP OF MANAGEMENT

     The following table sets forth information with respect to the shares of
Common Stock beneficially owned by each director of the Company, by each
executive officer of the Company identified in the Summary Compensation Table
included on page 14 of this Proxy Statement and by all directors and executive
officers of the Company or Warwick Savings as a group as of February 29, 2000.
Except as otherwise indicated, each person and each group shown in the table has
sole voting and investment power with respect to the shares of Common Stock
indicated.

<TABLE>
<CAPTION>
                                                     AMOUNT AND NATURE OF     PERCENT OF
                                                     BENEFICIAL OWNERSHIP    COMMON STOCK
             NAME                   TITLE(1)         (2)(3)(4)(5)(6)(7)      OUTSTANDING(8)
-------------------------------------------------------------------------------------------
<S>                         <C>                           <C>                  <C>
Timothy A. Dempsey          Chairman of the Board,        105,152               1.9%
                            Chief Executive Officer
                               and Director
Ronald J. Gentile           President, Chief Operating     91,359               1.6%
                               Officer and Director
Arthur W. Budich            Senior Vice President,         51,647                 *
                            Treasurer and Chief
                               Financial Officer
Laurence D. Haggerty        Senior Vice President          39,619                 *
Frances M. Gorish           Director                       17,963                 *
R. Michael Kennedy          Director                       51,769                 *
Fred M. Knipp               Director                       28,883                 *
Emil R. Krahulik            Director                       18,965                 *
Thomas F. Lawrence, Jr.     Director                       14,883                 *
John J. McDermott III       Director                        5,000                 *
Henry L. Nielsen, Jr.       Director                       14,883                 *
John W. Sanford III         Director                       16,457                 *
Robert N. Smith             Director                       28,883                 *
All directors and executive
officers as a group
(16 persons)                                              584,304              10.4%

</TABLE>

_______________________

* Less than 1.0% of outstanding Common Stock.

(1)  Titles are for the Company.

(2)  The figures shown include shares which individuals have the right to
     acquire beneficial ownership of by the exercise of stock options pursuant
     to the Stock Option Plan of Warwick Community Bancorp, Inc. ("Option Plan")
     as follows: Mr. Dempsey, 20,000 shares; Mr. Gentile, 13,000 shares; Mr.
     Budich, 7,000 shares; Mr. Haggerty, 7,000 shares; each of Mrs. Gorish and
     Messrs. Kennedy, Knipp, Krahulik, Lawrence, Nielsen, Sanford and Smith,
     3,963 shares; and all directors and executive officers as a group, 99,704
     shares. See "Election of Directors -- Directors' Compensation -- Option
     Plan and RRP" and "Election of Directors -- Executive Compensation -- Stock
     Option Plan."



                                              (footnotes continued on next page)


                                        4

<PAGE>



(3)  The figures shown include shares held in trust pursuant to the ESOP that
     have been allocated as of December 31, 1999 to individual accounts of ESOP
     participants as follows: Mr. Dempsey, 3,331 shares; Mr. Gentile, 3,472
     shares; Mr. Budich, 3,053 shares; Mr. Haggerty, 3,871 shares; and all
     executive officers as a group, 20,859 shares. Such persons have voting
     power (subject to the duties of the ESOP Trustee) but no investment power,
     except in limited circumstances, as to such shares. The figures shown do
     not include 401,677 shares held in trust pursuant to the ESOP that have not
     been allocated to any individual's account and as to which the members of
     the Company's ESOP Committee (consisting of Messrs. Dempsey, Gentile and
     Budich, Mrs. Sobotor-Littell and Ms. Rudy) and each of the participants
     identified in the table may be deemed to share investment power, except in
     limited circumstances, thereby causing each such person to be deemed a
     beneficial owner of such shares. Each of the members of the ESOP Committee
     and the participants identified in the table disclaims beneficial ownership
     of such shares and, accordingly, such shares are not attributed to the
     members of the ESOP Committee or the participants identified in the table
     individually. See "Election of Directors -- Executive Compensation --
     Employee Stock Ownership Plan and Trust."

(4)  The figures shown include shares held pursuant to The Warwick Savings Bank
     401(k) Savings Plan ("401(k) Plan") that have been allocated as of February
     29, 2000 to individual accounts as follows: Mr. Dempsey, 813 shares; Mr.
     Gentile, 7,024 shares; Mr. Budich, 4,502 shares; Mr. Haggerty, 3,264
     shares; and all executive officers as a group, 19,585 shares. Such persons
     have shared voting and investment power as to such shares. See "Election of
     Directors -- Executive Compensation -- 401(k) Plan."

(5)  The figures shown include shares held under the Recognition and Retention
     Plan of Warwick Community Bancorp, Inc. ("RRP"), over which each individual
     has sole voting but no investment power, as follows: Mr. Dempsey, 42,284
     shares; Mr. Gentile, 29,598 shares; Mr. Budich, 12,684 shares; Mr.
     Haggerty, 12,684 shares; each of Mrs. Gorish and Messrs. Kennedy, Knipp,
     Krahulik, Lawrence, Nielsen, Sanford and Smith, 7,135 shares; and all
     directors and executive officers as a group, 192,382 shares. See "Election
     of Directors -- Executive Compensation-- Recognition and Retention Plan."

(6)  The figures shown include shares held pursuant to the Benefit Restoration
     Plan of The Warwick Savings Bank ("BRP") as to which each person identified
     has no voting power, but may be deemed to share investment power, as
     follows: Mr. Dempsey, 2,571 shares; Mr. Gentile, 864 shares; and all
     executive officers as a group, 3,435 shares. See "Election of Directors--
     Executive Compensation-- Benefit Restoration Plan."

(7)  The figures shown include shares over which individuals may be deemed to
     share voting and investment power (other than as disclosed in notes 2, 3, 4
     and 5) as follows: Mr. Dempsey, 15,000 shares; Mr. Gentile, 15,000 shares;
     Mr. Budich, 11,500 shares; Mr. Kennedy, 18,266 shares; Mr. Knipp, 15,000
     shares; Mr. Lawrence, 1,000 shares; Mr. Sanford, 2,500 shares; Mr. Smith,
     5,500 shares; and all directors and executive officers as a group, 84,766
     shares.

(8)  Percentages with respect to each person or group of persons have been
     calculated on the basis of 5,536,790 shares of Common Stock, the number of
     shares of Common Stock outstanding as of February 29, 2000, plus the number
     of shares of Common Stock which such person or group of persons has the
     right to acquire within 60 days after February 29, 2000.



                                  PROPOSAL ONE

                             ELECTION OF DIRECTORS

GENERAL

     The Certificate of Incorporation and By-Laws of the Company provide that
the Board of Directors shall be divided into three classes. The directors of
each class serve for a term of three years, with one class elected each year. In
all cases, directors serve until their successors are duly elected and
qualified. In November 1999, by resolution of the Board of Directors, the size
of the Board was increased from 10 to 11 members, and the Board of Directors
elected a new director, John J. McDermott III, to fill the vacancy resulting
from the increase in the size of the Board.

     The terms of four directors expire at the Annual Meeting. Each of the four
incumbent directors, Frances M. Gorish, R. Michael Kennedy, John W. Sanford III
and Robert N. Smith, has been nominated by the Board of Directors to be
re-elected at the Annual Meeting, each to serve for a three-year term expiring
at the 2003 Annual Meeting and until their successors are otherwise duly elected
and qualified. Each nominee has consented


                                        5

<PAGE>



to being named in this Proxy Statement and to serve if elected. However, if any
nominee should become unable to serve, the proxies received in response to this
solicitation that were voted in favor of such nominee will be voted for the
election of such other person as shall be designated by the Board of Directors
of the Company, unless the Board of Directors shall determine to reduce the
number of directors pursuant to the By-Laws of the Company.
In any event, proxies cannot be voted for a greater number of persons than the
four nominees named.


INFORMATION AS TO NOMINEES AND CONTINUING DIRECTORS

     The following table sets forth certain information with respect to each
nominee for election as a director and each continuing director whose term does
not expire at the Annual Meeting. There are no arrangements or understandings
between the Company and any director or nominee pursuant to which such person
was elected or nominated to be a director of the Company. For information with
respect to security ownership of directors, see "General Information -- Stock
Ownership of Management."


<TABLE>
<CAPTION>
                                                                                      DIRECTOR
          NAME             AGE(1)   END OF TERM    POSITION HELD WITH THE COMPANY     SINCE(2)
------------------------------------------------------------------------------------------------

NOMINEES FOR A THREE-YEAR
  TERM EXPIRING IN 2003

<S>                         <C>        <C>         <C>                                  <C>
Frances M. Gorish           72         2000        Director                             1979
R. Michael Kennedy          48         2000        Director                             1997
John W. Sanford III         63         2000        Director                             1986
Robert N. Smith             50         2000        Director                             1994

CONTINUING DIRECTORS

Timothy A. Dempsey          66         2001        Chairman of the Board, Chief         1974
                                                    Executive Officer and Director
Ronald J. Gentile           50         2002        President, Chief Operating Officer   1990
                                                    and Director
Fred M. Knipp               69         2001        Director                             1992
Emil R. Krahulik            66         2002        Director                             1984
Thomas F. Lawrence, Jr.     72         2002        Director                             1965
John J. Mcdermott III       65         2003        Director                             1999
Henry L. Nielsen, Jr.       73         2001        Director                             1962
</TABLE>

______________________


(1)  At February 29, 2000.

(2)  Includes terms as trustee of Warwick Savings and of predecessor affiliated
     institutions prior to the incorporation of the Company on September 10,
     1997.

                                        6

<PAGE>



The principal occupation and business experience of each nominee for election as
director and each continuing director are set forth below.

NOMINEES FOR ELECTION AS DIRECTORS

     FRANCES M. GORISH joined Warwick Savings in 1944 and has served as a
director since 1979. Now retired, she served in various capacities for Warwick
Savings, most recently as Vice President and Corporate Secretary. In addition,
she serves as treasurer of the Salvation Army, Lorena Abbott Service Unit, and
as treasurer of the Florida Historical Society. Mrs. Gorish also serves as a
director of Warwick Savings' subsidiaries, Warsave Development, Inc.
("Warsave"), WSB Financial Services, Inc. ("WSB Financial") and Towne Center
Mortgage Co., Inc. ("Towne Center Mortgage"), and as a director of The Warwick
Savings Foundation ("Foundation").

     R. MICHAEL KENNEDY has served as a director of Warwick Savings since 1997.
Mr. Kennedy is a general partner and manager of various real estate companies,
all managed through Kennedy Companies, Inc. He is also the general managing
partner of the Fireplace Restaurant. Mr. Kennedy is also a director of the
Company's commercial bank subsidiary, The Towne Center Bank ("Towne Center
Bank").

     JOHN W. SANFORD III has served as a director of Warwick Savings since 1986.
Mr. Sanford also serves as President of John W. Sanford & Son, Inc., an
insurance agency, and is a partner in Maple Terrace Farms, a dairy beef
business.

     ROBERT N. SMITH has served as a director of Warwick Savings since 1994. Mr.
Smith also serves as a director of the Foundation. He is currently the President
of Lazear-Smith Funeral Homes, Inc. Mr. Smith is also sole proprietor of Smith
and Gesell Associates, a bookkeeping and tax preparation service.


        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
               VOTE "FOR" THE NOMINEES FOR ELECTION AS DIRECTORS.


CONTINUING DIRECTORS

     TIMOTHY A. DEMPSEY serves as the Chairman of the Board and Chief Executive
Officer and a director of the Company and as the Chairman of the Board and a
director of Warwick Savings. Mr. Dempsey has been involved in the financial
institutions industry for more than 45 years and has served as a director of
Warwick Savings since 1974. Mr. Dempsey also served as the Chief Executive
Officer of Warwick Savings from 1985 through December 1999. He also serves as a
director of Warsave, WSB Financial and Towne Center Mortgage, as Chairman of the
Board and a director of Towne Center Bank, and as President and a director of
the Foundation. In addition, he serves as a director of the Institutional
Investors Capital Appreciation Fund, Inc., a director of the M.S.B. Fund Inc.
and as trustee of the Mount Saint Mary College and Chairman of the Foundation
Board of St. Anthony Community Hospital.

     RONALD J. GENTILE serves as the President and Chief Operating Officer and a
director of the Company and as the President and Chief Executive Officer and a
director of Warwick Savings. Mr. Gentile joined Warwick Savings and has been a
director since 1990. Prior to January 1, 2000, Mr. Gentile served as President
and Chief Operating Officer of Warwick Savings. In addition, he serves as
President of Warsave, WSB Financial and Towne Center Mortgage. He also serves as
Executive Vice President of the Foundation. Prior to joining Warwick Savings,
Mr. Gentile served as a senior bank examiner for the Federal Deposit Insurance
Corporation. He is also a member of the board of directors of the Orange County
Chamber of Commerce, Bon Secours Charity Health System (St. Anthony Community
Hospital) and Winslow Therapeutic Riding Unlimited, and a former President and
current member of the Warwick Valley Rotary Club.


                                        7

<PAGE>



     FRED M. KNIPP has served as a director of Warwick Savings since 1984. He is
the former President and Chief Executive Officer of, and is currently a director
of, Warwick Valley Telephone Company, and he is also a director of Centrex
Communications Corporation and a director of Towne Center Bank.

     EMIL R. KRAHULIK has served as a director of Warwick Savings since 1984. He
is a partner in the law firm of Bonacic, Blustein & Krahulik, LLP, and he served
as Warwick Savings' general counsel until January 2000, when he was succeeded as
general counsel by his son, Robert E. Krahulik.

     THOMAS F. LAWRENCE, JR. has served as a director of Warwick Savings since
1965. Mr. Lawrence, now retired, formerly served as President of Warwick Auto
Co. He is also President of the Warwick Cemetery Association. Mr. Lawrence also
serves as a director of Warsave, WSB Financial, Towne Center Mortgage and the
Foundation. Mr. Lawrence is Nancy L. Sobotor-Littell's father.

     JOHN J. MCDERMOTT III was elected as a director of the Company and Warwick
Savings in December 1999. He is a managing partner in J.D. Blake Company and in
Land Investment Group of Newburgh, and he is the President of Hudson West Realty
Corp. Mr. McDermott is also a member of the board of directors of The Chamber of
Commerce of Orange County, Inc.

     HENRY L. NIELSEN, JR. has served as a director of Warwick Savings since
1962. He is the President of Nielsen Construction Co., Inc. and is a director of
Warwick Valley Telephone Company. He is also the President of the Warwick
Historical Society and a trustee of the Warwick Cemetery Association. Mr.
Nielsen also serves as a director of Warsave, WSB Financial and Towne Center
Mortgage.


BOARD AND COMMITTEE MEETINGS

     The Board of Directors generally meets twice a month and may have
additional special meetings from time to time. During the fiscal year ended
December 31, 1999, the Board of Directors met 25 times. No current director
attended fewer than 75% of the aggregate of (i) the total number of Board
meetings held during the period for which he or she was a director and (ii) the
total number of meetings held by all committees of the Board on which he or she
served during the periods that he or she served.

     The Board of Directors of the Company maintains the following standing
committees:

     The EXECUTIVE COMMITTEE currently consists of Mr. Gentile, Mr. Nielsen, Mr.
Lawrence, Mrs. Gorish, Mr. Krahulik and Mr. Sanford. The Executive Committee
generally oversees the affairs of the Company, considers proposals from
management in relation to the election of officers and makes recommendations to
the Board regarding those individuals nominated to officer positions. The
Executive Committee met 5 times during the fiscal year ended December 31, 1999.

     The AUDIT COMMITTEE currently consists of Mr. Sanford, Mr. Kennedy, Mr.
Lawrence, Mrs. Gorish and Mr. Smith. The Audit Committee meets periodically with
its independent certified public accountants to arrange the Company's annual
financial statement audit and to review and evaluate recommendations made during
the annual audit. The Audit Committee also reviews and evaluates the procedures
and performances of the Company's internal auditing staff. The Audit Committee
met 2 times during the fiscal year ended December 31, 1999.

     The COMPENSATION COMMITTEE currently consists of Mrs. Gorish, Mr. Kennedy,
Mr. Smith and Mr. Sanford. The Compensation Committee is responsible for
overseeing the development, implementation and conduct of the Company's
employment and personnel policies, notices and procedures, including the
administration of the Company's and Warwick Savings' compensation and benefit
programs. The Compensation Committee met 4 times during the fiscal year ended
December 31, 1999.


                                        8

<PAGE>



     The NOMINATING COMMITTEE consists of Messrs. Nielsen, Lawrence and Dempsey.
The Nominating Committee recommends candidates for election to the Board of
Directors. The Nominating Committee met 1 time during the fiscal year ended
December 31, 1999.


DIRECTORS' COMPENSATION

     FEE ARRANGEMENTS. Currently, each director of Warwick Savings who is not an
employee of Warwick Savings or the Company receives a fee of $500 for each
Warwick Savings Board meeting attended and $250 for each committee meeting
attended, and the members of the Re-Inspection Committee of Warwick Savings each
receive an annual fee of $250. In addition, Messrs. Kennedy and Knipp each
receive a fee of $500 for each Towne Center Bank Board meeting attended and $250
for each committee meeting attended. Directors of the Company are not separately
compensated for their services as such. In 2000, each non-employee director of
the Company will also receive a retainer of $10,000, which will be paid in
quarterly installments of $2,500.

     OPTION PLAN AND RRP. The Stock Option Plan of Warwick Community Bancorp,
Inc. ("Option Plan") and the Recognition and Retention Plan of Warwick Community
Bancorp, Inc. ("RRP") were adopted by the Board of Directors of the Company and
subsequently approved by the Company's shareholders at a special meeting held on
June 24, 1998. On such date, each non-officer director of the Company was
granted a non- qualified stock option to purchase 19,819 shares of Common Stock
under the Option Plan. These options are scheduled to vest, that is, become
exercisable, at a rate of 20% per year over a five-year period beginning on June
24, 1999 and will become immediately exercisable upon the director's death,
disability or retirement or upon a change in control of the Company, as such
terms are defined in the Option Plan.

     Similarly, on June 24, 1998, each non-officer director was awarded 8,919
shares of Common Stock under the RRP. These awards are also scheduled to vest at
a rate of 20% per year over a five-year period beginning on June 24, 1999 and
will also become 100% vested upon the director's death, disability or retirement
or upon a change in control of the Company, as such terms are defined in the
RRP.


EXECUTIVE OFFICERS

     The following individuals are the executive officers of the Company and
have the titles set forth across from their names.


NAME                        POSITIONS HELD WITH THE COMPANY
----                        -------------------------------
Timothy A. Dempsey          Chairman of the Board and Chief Executive Officer
Ronald J. Gentile           President and Chief Operating Officer
Arthur W. Budich            Senior Vice President, Treasurer and Chief Financial
                            Officer
Laurence D. Haggerty        Senior Vice President
Donna M. Lyons              Senior Vice President/Auditor
Barbara A. Rudy             Senior Vice President, Shareholder Relations
Nancy L. Sobotor-Littell    Corporate Secretary and Director of Human Resources

     The executive officers of the Company are elected annually and hold office
until their respective successors have been elected and qualified or until
death, resignation or removal by the Board of Directors. The Company has entered
into employment agreements with certain of its executive officers which set
forth the terms of their employment. See "-- Executive Compensation --
Employment Agreements."


                                        9

<PAGE>



     Biographical information of the executive officers of the Company who are
not directors is set forth below.

     ARTHUR W. BUDICH, age 49, has served as the Senior Vice President,
Treasurer and Chief Financial Officer of Warwick Savings since 1992. He has been
employed by Warwick Savings in various capacities since 1986. He also serves as
Treasurer of Warsave, WSB Financial and Towne Center Mortgage and as Vice
President and Treasurer of the Foundation. Mr. Budich also serves as Senior Vice
President, Treasurer and Chief Financial Officer of Towne Center Bank.

     LAURENCE D. HAGGERTY, age 56, served as Senior Vice President in the
Commercial Lending department of Warwick Savings since joining Warwick Savings
in 1991. Mr. Haggerty now serves as Executive Vice President and Chief Lending
Officer of Towne Center Bank.

     DONNA M. LYONS, age 44, has served as Senior Vice President of Warwick
Savings since 1992 and has served as Auditor of Warwick Savings since joining
Warwick Savings in 1989. Mrs. Lyons now also serves as Auditor of Towne Center
Bank.

     BARBARA A. RUDY, age 47, has served as a Senior Vice President of Warwick
Savings since 1991 and also serves as Vice President of Towne Center Mortgage.
Ms. Rudy has been employed by Warwick Savings in various capacities since 1972.

     NANCY L. SOBOTOR-LITTELL, age 42, has served as the Corporate Secretary and
Director of Human Resources of Warwick Savings since 1988. She has been employed
by Warwick Savings in various capacities since 1975. In addition, she serves as
Corporate Secretary of Warsave, WSB Financial and Towne Center Mortgage and as
Secretary of the Foundation. She also serves as Director of Human Resources for
Towne Center Bank. Mrs. Sobotor-Littell is Mr. Lawrence's daughter.


COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     THE FOLLOWING REPORT OF THE COMPANY'S COMPENSATION COMMITTEE IS PROVIDED IN
ACCORDANCE WITH THE RULES AND REGULATIONS OF THE SEC. PURSUANT TO SUCH RULES AND
REGULATIONS, THIS REPORT SHALL NOT BE DEEMED "SOLICITING MATERIAL" FILED WITH
THE SEC SUBJECT TO REGULATION 14A OR 14C OF THE SEC OR SUBJECT TO SECTION 18 OF
THE EXCHANGE ACT.

     Under the rules and regulations of the Securities and Exchange Commission,
the Company is required to provide certain information with respect to the
compensation and benefits provided to the Company's chief executive officer
("CEO") and other executive officers of the Company for the Company's last
completed fiscal year. Because the Company had no significant assets,
liabilities or operations until December 23, 1997, the discussion below reflects
the policies of the Compensation Committee (previously, the Budget Committee) of
Warwick Savings prior to such date and the Compensation Committee of the Company
subsequent to such date.

     The Compensation Committee annually reviews and makes recommendations to
the Board of Directors of the Company regarding the policies that govern
executive compensation and stock ownership programs, including the compensation
of Mr. Dempsey, the Chairman of the Board and CEO of the Company. The
Compensation Committee of the Company is comprised of four members of the Board
of Directors of the Company who are not officers of Warwick Savings or the
Company and for calendar year 1999 consisted of Mrs. Gorish, Mr. Kennedy, Mr.
Smith and Mr. Sanford.

     The overall compensation structure of the Company is aimed at establishing
a compensation package that rewards both individual performance and the
Company's performance and is competitive with compensation levels


                                       10

<PAGE>



at comparable banking institutions. In connection with the conversion of Warwick
Savings from mutual to stock form ("Conversion") and the initial public offering
of the Company in 1997, Warwick Savings retained a nationally recognized
compensation consulting firm as an independent compensation expert with respect
to the Company's plans and programs. Based upon published professional survey
data of similarly situated publicly-traded financial institutions operating in
relevant markets, such firm rendered an opinion to Warwick Savings that, with
respect to the total cash compensation for executive officers, such
compensation, viewed as a whole and on an individual basis, was reasonable and
proper in comparison to the compensation provided to the executive officers at
similarly situated publicly-traded financial institutions, and that the shares
of stock to be reserved under the ESOP, the RRP and the Option Plan, as a whole,
were reasonable in comparison to similar publicly-traded financial institutions.

     BASE SALARY. In determining base salary levels for 1999, the Compensation
Committee compared the salaries of the Company's officers with those of 19 peer
banks in New York, 11 peer banks in New Jersey and four peer banks in
Connecticut, taking into account asset size and relative performance during the
prior year. The peer group used in the Committee's analysis differs from the
companies included in the Nasdaq Composite Index and Nasdaq Bank Composite Index
used in the Performance Graph on page 13 of this Proxy Statement since these two
indices reflect the stock performance of a significantly broader group of
companies and financial institutions.

     Based upon such comparison, the Compensation Committee concluded that, in
order to give the Company's executive officers incentives to keep performing at
their current and higher levels, the salary levels for the Company's CEO and
other executive officers should reflect the level of performance achieved by
Warwick Savings and should be aligned with the interests of the Company's
shareholders. In addition, the Compensation Committee concluded that salary
level should take into account the officer's individual responsibility and
performance as well.

     STOCK OWNERSHIP PROGRAMS. The Compensation Committee believes that
providing executive officers with significant stock ownership and stock options
aligns the interests of executive officers with the interests of the Company's
shareholders. In this regard, the Company adopted the ESOP at the time of the
Company's initial public offering in 1997. In addition, as contemplated during
Warwick Savings' Conversion and the Company's initial public offering, in April
1998 the Board of Directors of the Company adopted, and in June 1998 the
Company's shareholders approved, the Option Plan and the RRP.

     In June 1998, stock options were granted under the Option Plan to certain
officers, including Messrs. Dempsey and Gentile, at an exercise price equal to
the fair market value of the Company's shares on the date of grant. These grants
were awarded to provide an incentive for future performance by giving the
grantees, including the executive officers, equity interests in the Company. The
size of the grants to executive officers were based in part on the practices of
other similar institutions and in part on the performance and position of the
executive officer of the Company. Such stock options are generally granted for a
term of 10 years and generally vest (that is, become exercisable) 20% upon the
first anniversary of the date of grant, and 20% more on each subsequent
anniversary thereof, with 100% vesting in the event of death or disability.
There have been no further grants of options under the Option Plan.

     In June 1998, shares of the Company's stock were awarded under the RRP to
certain officers, including Messrs. Dempsey and Gentile. The number of shares
awarded to each executive officer was based in part on the practices of other
similar institutions and in part on the performance and position of the
executive officer of the Company. Such stock awards generally vest (that is,
become distributable to the officer) 20% upon the first anniversary of the date
of the award, and 20% more on each subsequent anniversary thereof, with 100%
vesting in the event of death or disability. There have been no further awards
of shares under the RRP.

     INCENTIVE COMPENSATION. In March 1999, the Compensation Committee
recommended, and the Board of Directors adopted, a Performance Compensation Plan
to provide certain key officers of the Company and its affiliates, including
Messrs. Dempsey and Gentile, with an incentive to achieve business objectives,
to attract and


                                       11

<PAGE>



retain individuals of outstanding competence and to provide a means of
compensating such individuals for their contributions to the Company. The
Performance Compensation Plan provides for cash payments to eligible officers
based upon the annual performance of the Company during 1999 in comparison to
pre-established target goals based upon the Company's pre-tax net income as
compared to the prior year. The Performance Compensation Plan was adopted for
1999, with the expectation that subsequent plans would be developed for plan
years 2000 and beyond. In January 2000, the Board of Directors established
target goals for 2000.

     CHIEF EXECUTIVE OFFICER. The Compensation Committee reviewed the
performance of Mr. Dempsey as the CEO of Warwick Savings and the Company over
the prior year and concluded that his performance was excellent, in terms of the
continued development and achievement of Warwick Savings' and the Company's
overall strategic goals and objectives as set forth in Warwick Savings' business
plan, the successful Conversion of Warwick Savings and the initial public
offering of the Company, and Warwick Savings' and the Company's successful
financial results since the Conversion, including the growth in Warwick Savings'
asset base and leveraging of the new capital raised in the Company's initial
public offering. Mr. Dempsey also actively participated in a variety of outside
organizations and causes, including various community and industry
organizations, which served to benefit the Company. Based upon the foregoing, in
December 1999, the Compensation Committee recommended, and the Board of
Directors agreed, that Mr. Dempsey's annual rate of salary remain at $250,000
for calendar year 2000. This is based on Mr. Dempsey's continued excellent
performance as CEO of Warwick Savings and the Company during 1999 and is in
light of the adoption of the Performance Compensation Plan which will provide
incentive compensation if pre-established target goals are met.

                 The 1999 Compensation Committee:
                 Frances M. Gorish, Chairman
                 R. Michael Kennedy
                 Robert N. Smith
                 John W. Sanford III


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During 1999, the Compensation Committee consisted of Mrs. Gorish, Mr.
Kennedy, Mr. Smith and Mr. Sanford. There are no interlocks, as defined under
the rules and regulations of the SEC, between members of the Compensation
Committee or executive officers of the Company and corporations with respect to
which such persons are affiliated, or otherwise.


PERFORMANCE GRAPH

     Pursuant to the rules and regulations of the SEC, the graph below, prepared
by SNL Securities, L.C., compares the performance of the Company's Common Stock
with that of the Nasdaq Composite Index (U.S. Companies) and the Nasdaq Bank
Composite Index (banks and bank holding companies, over 99% of which are based
in the United States) from December 23, 1997, the date of the Company's initial
public offering, through December 31, 1999. The graph is based on an investment
of $100 in the Company's Common Stock at its closing price of $15.625 on
December 23, 1997 and assumes the reinvestment of all dividends in additional
shares of the same class of equity securities as those below.


                                       12

<PAGE>


                        WARWICK COMMUNITY BANCORP, INC.
                            Total Return Performance

                               [GRAPHIC OMITTED]



<TABLE>
<CAPTION>
                                                        PERIOD ENDING
                                 ------------------------------------------------------------
INDEX                            12/23/97  12/31/97  6/30/98   12/31/98   6/30/99   12/31/99
-------------------------------  --------  --------  --------  --------   -------   ---------
<S>                               <C>       <C>       <C>       <C>        <C>       <C>
Warwick Community Bancorp, Inc.   100.00    111.20    107.20     94.97      82.66     71.17
NASDAQ-- Total US                 100.00    104.01    125.07    146.57     179.38    264.79
NASDAQ Bank Index                 100.00    103.00    106.65    102.28     105.35     98.37
</TABLE>

______________________-


Note:  There can be no assurance that the stock performance of Warwick Community
       Bancorp, Inc. will continue into the future with the same or similar
       trends depicted in the graph above.


EXECUTIVE COMPENSATION

     The following table sets forth the cash compensation paid to the Chief
Executive Officer and all executive officers of the Company who received
aggregate salary and bonus in excess of $100,000 in 1999 (the "Named Executive
Officers") for services rendered in all capacities to the Company and Warwick
Savings during the fiscal year ending December 31, 1999, the seven-month period
beginning June 1, 1998 and ending December 31, 1998 and the fiscal year ending
May 31, 1998.



                                       13

<PAGE>



<TABLE>
<CAPTION>
                                            SUMMARY COMPENSATION TABLE

                                                                                       LONG-TERM
                                             ANNUAL COMPENSATION                 COMPENSATION AWARDS(1)
                                     -------------------------------  --------------------------------------------
                                                             OTHER                                         ALL
                                                             ANNUAL    RESTRICTED                         OTHER
                                                            COMPEN-      STOCK                   LTIP     COMPEN-
          NAME AND           YEAR      SALARY      BONUS     SATION      AWARDS      OPTIONS     PAY-     SATION
     PRINCIPAL POSITION       *        ($)(2)       ($)      ($)(3)      ($)(4)      (#)(5)      OUTS     ($)(6)
--------------------------  ------    --------    ------    -------    ----------    -------     -----   ---------
<S>                          <C>       <C>        <C>       <C>         <C>          <C>         <C>      <C>
Timothy A. Dempsey           1999      257,624      --        --           --          --         --      38,177
Chairman of the Board and    1998      133,656      --        --         918,356     100,000      --      32,525
Chief Executive Officer      1998      208,067      --        --           --          --         --      37,430

Ronald J. Gentile            1999      171,669      --        --           --          --         --      25,679
President and Chief          1998       87,514      --        --         642,840     65,000       --      24,395
Operating Officer            1998      135,282      --        --           --          --         --      23,717

Arthur W. Budich
Senior Vice President,       1999      117,954     5,000      --           --          --         --      16,746
Treasurer and Chief          1998       57,122      --        --         275,481      35,000      --      16,047
Financial Officer            1998       88,183      --        --           --          --         --      16,537

Laurence D. Haggerty         1999      110,592    25,280      --           --          --         --      22,727
Senior Vice President        1998       57,249      --        --         275,481      35,000      --      18,646
                             1998       85,104      --        --           --          --         --      21,488
</TABLE>


________________________

*    The figures on the first line for 1999 are for the fiscal year ended
     December 31, 1999. The figures on the second line are for the seven-month
     period ended December 31, 1998. The figures on the third line are for the
     fiscal year ending May 31, 1998.

(1)  For the periods shown, neither the Company nor Warwick Savings had any
     long-term incentive plan ("LTIP") in existence.

(2)  Salary includes the amount of each individual's salary deferrals under the
     401(k) Plan.

(3)  For the periods shown, there were no: (a) perquisites with an aggregate
     value for any named individual in excess of the lesser of $50,000 or 10% of
     the total of the individual's 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; or (d) preferential discounts on stock.

(4)  Pursuant to the RRP, Messrs. Dempsey, Gentile, Budich and Haggerty were
     awarded 52,855, 36,998, 15,855 and 15,855 shares of stock, respectively, as
     of June 24, 1998, which vest at a rate of 20% per year over a five-year
     period beginning on June 24, 1999, with 100% vesting in cases of officer's
     death, disability or retirement or a change in control of the Company. The
     dollar amounts shown in the table for the seven-month period ended December
     31, 1998 are based on the closing price of the Common Stock on June 24,
     1998, which was $17.375, as reported on the National Market System of the
     Nasdaq Stock Market ("Nasdaq National Market"). As of December 31, 1999,
     the number of shares held under the RRP by Messrs. Dempsey, Gentile, Budich
     and Haggerty was 42,284, 29,598, 12,684 and 12,684, respectively. The
     aggregate fair market value of these shares at December 31, 1999 for
     Messrs. Dempsey, Gentile, Budich and Haggerty was $459,839, $321,878,
     $137,939 and $137,939, respectively, based on the closing price of $10.875
     per share as reported on the Nasdaq National Market on that date. Dividends
     which are declared and paid are distributed at the same time as the related
     shares. During the fiscal year ended May 31, 1998, neither the Company nor
     Warwick Savings maintained any restricted stock plans.




                                              (footnotes continued on next page)


                                       14

<PAGE>



(5)  Pursuant to the Option Plan, Messrs. Dempsey, Gentile, Budich and Haggerty
     were awarded 100,000, 65,000, 35,000 and 35,000 options, respectively, as
     of June 24, 1998, which are exercisable at a rate of 20% per year over a
     five-year period beginning on June 24, 1999, with 100% vesting in cases of
     death, disability or retirement or a change in control of the Company. As
     of December 31, 1999, 20,000 of Mr. Dempsey's options were exercisable,
     13,000 of Mr. Gentile's options were exercisable, 7,000 of Mr. Budich's
     options were exercisable and 7,000 of Mr. Haggerty's options were
     exercisable. There were no options granted in 1999.

(6)  Includes the matching contributions made by Warwick Savings under the
     401(k) Plan, which for the fiscal year ended December 31, 1999 totaled
     $4,760 for Mr. Dempsey, $4,800 for Mr. Gentile, $1,737 for Mr. Budich and
     $4,256 for Mr. Haggerty. Also includes the value of allocations under the
     ESOP, which for the fiscal year ended December 31, 1999 totaled $15,240 for
     Mr. Dempsey, $15,200 for Mr. Gentile, $14,375 for Mr. Budich and $17,837
     for Mr. Haggerty. Also includes Warwick Savings' contributions to the trust
     established for the BRP (excluding amounts contributed with respect to
     supplemental retirement benefits thereunder) with respect to supplemental
     401(k) Plan benefits and supplemental ESOP benefits, which for the fiscal
     year ended December 31, 1999 totaled $17,457 for Mr. Dempsey and $4,959 for
     Mr. Gentile. The dollar amounts with respect to allocations under the ESOP
     and contributions under the BRP with respect to supplemental ESOP benefits
     are based on $10.875 per share, the closing price of the Common Stock as
     reported on the Nasdaq National Market on December 31, 1999. See " --
     401(k) Plan," " -- Employee Stock Ownership Plan and Trust" and " --
     Benefit Restoration Plan." Also includes the dollar value of the premiums
     paid by Warwick Savings for the benefit of the executive officer, which for
     the fiscal year ended December 31, 1999 totaled $720 for each of Mr.
     Dempsey and Mr. Gentile and $634 for each of Mr. Budich and Mr. Haggerty.


     EMPLOYMENT AGREEMENTS. The Company has entered into Employment Agreements
with each of Mr. Dempsey, Mr. Gentile, Mr. Budich and Mrs. Sobotor-Littell
("Senior Executives"). The Employment Agreements provide for three-year terms,
with automatic daily extensions such that the remaining terms of the Employment
Agreements shall be three years unless written notice of non-renewal is given by
the Company or the Senior Executive, and, in any event, will terminate on the
last day of the month following the Senior Executive's 68th birthday. The
Employment Agreements provide that the Senior Executive's base salary will be
reviewed annually. It is anticipated that this review will be performed by the
Company's Compensation Committee and approved by the non-employee members of the
Board of Directors, and the Senior Executive's base salary may be increased on
the basis of such officer's job performance and the overall performance of the
Company. The Employment Agreements also provide for, among other things,
entitlement to participation in stock, retirement and welfare benefit plans and
reimbursement for ordinary and necessary business expenses. Senior Executives
would also be entitled to reimbursement of certain costs incurred in
interpreting or enforcing the Employment Agreements. The Employment Agreements
provide for termination by the Company at any time for "cause" as defined in the
Employment Agreements.

     In the event that (i) the Company terminates a Senior Executive's
employment for reasons other than for cause, (ii) a Senior Executive resigns
from the Company for certain reasons specified in the Employment Agreements or
(iii) a "change of control" as defined in the Employment Agreements occurs, the
Senior Executive (or, in the event of the Senior Executive's death, such Senior
Executive's estate) would be entitled to a lump sum cash payment in an amount
generally equal to (a) the Senior Executive's earned but unpaid salary, (b) the
present value of the amount the Senior Executive would have earned in salary had
he or she continued working through the unexpired term of the Employment
Agreement and (c) the present value of the additional contributions or benefits
that such Senior Executive would have earned under the specified employee
benefit plans or programs of Warwick Savings or the Company during the remaining
term of the Employment Agreement and payments that would have been made under
any incentive compensation plan during the remaining term of the Employment
Agreement. The Employment Agreements also provide for the cashout of any stock
options, appreciation rights or restricted stock as if the Senior Executive was
fully vested. Warwick Savings and the Company would also continue the Senior
Executive's life, health and any disability insurance or other benefit plan
coverage for the remaining term of the Employment Agreement. Reasons specified
as grounds for resignation for purposes of the Employment Agreements include:
failure to elect or re-elect the Senior Executive to such officer's position;
failure to vest in the Senior Executive the functions, duties or authority
associated with such position; if the Senior Executive is a member of the Board
of Directors of Warwick Savings or Company, failure to re-nominate or re- elect
such Senior Executive to such Board; any material breach of contract by Warwick
Savings or the Company that is not cured within 30 days after written notice
thereof; or a change in the Senior Executive's principal place


                                       15

<PAGE>



of employment to a location in excess of 50 miles from Warwick Savings'
principal office in Warwick, New York. In general, for purposes of the
Employment Agreements and the plans maintained by the Company or Warwick
Savings, a "change of control" will generally be deemed to occur when a person
or group of persons acting in concert acquires beneficial ownership of 25% or
more of any class of equity security of the Company or Warwick Savings, upon
shareholder approval of certain mergers or consolidations of the Company or
Warwick Savings, upon liquidation or sale of substantially all the assets of the
Company or Warwick Savings or upon a contested election of directors which
results in a change in the majority of the Board of Directors.

     Cash and benefits paid to a Senior Executive under the Employment
Agreement, together with payments under other benefit plans, following a change
of control of Warwick Savings or the Company may constitute an "excess parachute
payment" under Section 280G of the Internal Revenue Code of 1986, as amended
("Code"), resulting in the imposition of a 20% excise tax on the recipient and
the denial of the deduction for such excess amounts to the Company and Warwick
Savings. In the event that any amounts paid to a Senior Executive following a
change of control would constitute excess parachute payments, the Employment
Agreements provide that such Senior Executives will be indemnified for any
excise taxes imposed due to such excess parachute payments, and any additional
excise, income and employment taxes imposed as a result of such tax
indemnification.

     The Company and Towne Center Bank also entered into an Employment Agreement
with Mr. Haggerty in October 1999, the terms of which are substantially the same
as the Employment Agreements described above, except that Mr. Haggerty's
Employment Agreement is for a term of two years, with automatic daily extensions
only in the event a "change of control" as defined in the Employment Agreement
occurs. Upon a change of control, the term of the Employment Agreement shall be
automatically extended to have a two-year term, which term is extended one
additional day each day unless written notice of non-renewal is given by any
party, in which case the term of the Employment Agreement shall expire two years
from the date such notice is given.

     EMPLOYEE RETENTION AGREEMENTS. Warwick Savings has entered into Retention
Agreements with each of Ms. Lyons, Ms. Rudy and Mr. Arthur S. Anderson
("Contract Employees"). The purpose of the Retention Agreements is to secure the
Contract Employees' continued availability and attention to Warwick Savings'
affairs, relieved of distractions arising from the possibility of a corporate
change of control. The Retention Agreements do not impose an immediate
obligation on Warwick Savings to continue the Contract Employees' employment,
but provide for a period of assured employment ("Assurance Period") in the event
of a "change of control" as defined in the Retention Agreements, which
definition is similar to the definition of change of control contained in the
Employment Agreements. The Retention Agreements provide for one-year terms, with
automatic daily extensions such that the remaining term shall be one year unless
written notice of non-renewal is given by Warwick Savings or the Contract
Employee, and, in any event, will end on the last day of the month following the
Contract Employee's 68th birthday. The Retention Agreements provide for an
initial Assurance Period of one year commencing on the date of a change of
control during the term of the Retention Agreement. In general, the applicable
Assurance Periods will be automatically extended on a daily basis under the
Retention Agreements until written notice of non-extension is given by Warwick
Savings or the Contract Employee, in which case the Assurance Period would end
on the first anniversary of the date such notice is given.

     If a Contract Employee is discharged without "cause," as defined in the
Retention Agreements, during the Assurance Period, or prior to the commencement
of the Assurance Period but within 3 months of, and in connection with, a change
of control, or the Contract Employee voluntarily resigns during the Assurance
Period for certain specified reasons, the Contract Employee (or, in the event of
the Contract Employee's death, such Contract Employee's estate) would be
entitled to a lump sum cash payment in an amount generally equal to (a) the
Contract Employee's earned but unpaid salary, (b) the present value of the
amount the Contract Employee would have earned in salary had he or she continued
working during the remaining term of the Assurance Period and (c) the present
value of the additional contributions or benefits that such that Contract
Employee would have earned under the specified employee benefit plans or
programs of Warwick Savings or Company during the remaining term of the
Assurance Period. Reasons specified as grounds for resignation for purposes of
the Retention Agreements include: failure to elect or re-elect the Contract
Employee to such officer's position; failure to vest


                                       16

<PAGE>



in the Contract Employee the functions, duties or authority associated with such
position; if the Contract Employee is a member of the Board of Directors of
Warwick Savings or Company, failure to re-nominate or re-elect such Contract
Employee to such Board; certain reduction in salary or material reduction in
benefits; any material breach of contract by Warwick Savings or the Company that
is not cured within 30 days after written notice thereof; or a change in the
Contract Employee's principal place of employment to a location in excess of 50
miles from Warwick Savings' principal office in Warwick, New York.

     The Retention Agreements also provide for the cashout of stock options,
appreciation rights or restricted stock as if the Contract Employee was fully
vested. Each Contract Employee's life, health and any disability coverage would
also be continued during the Assurance Period. The total amount of termination
benefits payable to each Contract Employee under the Retention Agreements is
limited to three times the Contract Employee's average total compensation for
the prior five calendar years. Payments to the Contract Employees under their
respective Retention Agreements will be guaranteed by the Company to the extent
that the required payments are not made by Warwick Savings.

     EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST. The Company established, and
Warwick Savings adopted, for the benefit of eligible employees, an ESOP and
related trust, which became effective upon completion of the Conversion of
Warwick Savings. Substantially all employees of Warwick Savings or the Company
who have completed 1,000 hours of service during a consecutive twelve-month
period will be eligible to become participants in the ESOP.

     Generally, shares held in the ESOP trust are allocated among the accounts
of participants who are employees of Warwick Savings or the Company on the last
day of the plan year on the basis of the participants' total taxable
compensation (excluding amounts attributable to the vesting of RRP awards and
the exercise of stock options) for the year of allocation. Benefits generally
become vested at the rate of 20% per year beginning on a participant's third
year of service, with 100% vesting after seven years of service (including past
service). Participants also become immediately vested upon termination of
employment due to death, retirement at age 65 or older, permanent disability or
upon the occurrence of a change of control. The ESOP generally provides that,
upon certain changes of control as described in the ESOP, unallocated shares in
the ESOP will be sold to repay any outstanding loan and all remaining
unallocated shares or proceeds thereof will be allocated among participants who
were employed immediately preceding the change of control in proportion to
compensation for that part of the year prior to the change of control.

     A participant who terminates employment prior to the end of a plan year for
reasons other than death, retirement or disability will not receive an
allocation under the ESOP for that plan year. Forfeitures will be used to reduce
the Company's contributions to the ESOP. Vested benefits may be paid in a single
sum or installment payments and are payable upon death, retirement at age 65 or
older, disability or separation from service.

     The ESOP is administered by Warwick Savings as the Plan Administrator and
by a committee established pursuant to the ESOP ("ESOP Committee"). HSBC Bank
USA has been appointed as the trustee for the ESOP. The ESOP Committee may
instruct the trustee regarding investment of funds contributed to the ESOP. The
ESOP trustee, subject to its fiduciary duty, must vote all allocated shares held
in the ESOP in accordance with the instructions of the participating employees.
Under the ESOP, unallocated shares generally will be voted in a manner
calculated to most accurately reflect the instructions received from
participants regarding the allocated stock as long as such vote is in accordance
with the provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").

     STOCK OPTION PLAN. The Option Plan was adopted by the Board of Directors of
the Company and subsequently approved by the Company's shareholders on June 24,
1998. In February 1999, the Board of Directors adopted amendments to the Option
Plan, which were subsequently approved by the Company's shareholders on April
20, 1999. Subject to the terms of the Option Plan, employees, directors and
officers of the Company, Warwick Savings and its affiliates are eligible to
participate in the Option Plan. The Option Plan is not


                                       17

<PAGE>



subject to ERISA and is not a tax-qualified plan under the Code. The Company
reserved 660,654 shares of Common Stock for issuance upon the exercise of stock
options ("Options") granted under the Option Plan.

     The Board of Directors and the members of the Compensation Committee who
are Disinterested Directors ("Option Committee") administer the Option Plan. The
Option Committee determines, subject to the terms of the Option Plan and Rule
16b-3 promulgated under the Exchange Act, the officers and employees to whom
Options will be granted, the number of shares subject to each Option and the
terms of such Options (including provisions regarding exercisability and
acceleration of exercisability) and the procedures by which the Options may be
exercised.

     Options granted under the Option Plan may be either "incentive stock
options," which qualify for favorable federal income tax treatment, or
non-qualified stock options, which do not so qualify. Options granted under the
Option Plan will generally vest at a rate of 20% per year beginning on the first
anniversary of the grant date and generally remain exercisable until the tenth
anniversary of the grant date, subject to earlier expiration upon termination of
employment, as defined in the Option Plan. In the case of termination due to
death, disability or retirement of the Option holder, or upon a change in
control of the Company, all options granted become immediately exercisable.

     Subject to certain specific limitations and restrictions set forth in the
Option Plan and such limitations as may be imposed from time to time by the
Board of Directors, the Option Committee has the authority to interpret the
Option Plan, to prescribe, amend and rescind rules and regulations, if any,
relating to the Option Plan and to make all determinations necessary or
advisable for the administration of the Option Plan.

     The following table provides certain information with respect to the number
of shares of Common Stock represented by unexercised options held by the CEO and
the Named Executive Officers as of December 31, 1999.



<TABLE>
<CAPTION>
                   AGGREGATED OPTION/SAR EXERCISES DURING 1999
                       AND 1999 YEAR-END OPTION/SAR VALUES
                   -------------------------------------------

                                                        NUMBER OF
                         SHARES       VALUE       SECURITIES UNDERLYING        VALUE OF UNEXERCISED
                        ACQUIRED    REALIZED    UNEXERCISED OPTIONS/SARS     IN-THE-MONEY OPTIONS/SARS
                           ON          ON           AT YEAR-END 1999             AT YEAR-END 1999
                        EXERCISE    EXERCISE               (#)                        ($)(1)
           NAME            (#)         ($)      EXERCISABLE UNEXERCISABLE    EXERCISABLE  UNEXERCISABLE
---------------------  ----------  ----------  ------------ --------------   -----------  --------------

<S>                        <C>         <C>       <C>           <C>              <C>          <C>
Timothy A. Dempsey         --          --        20,000        80,000             0             0

Ronald J. Gentile          --          --        13,000        52,000             0             0

Arthur W. Budich           --          --         7,000        28,000             0             0

Laurence D. Haggerty       --          --         7,000        28,000             0             0
</TABLE>


______________________

(1)  As of December 31, 1999, none of the outstanding options held by the Named
     Executive Officers were in-the-money based upon the difference between
     $10.875, the closing price of the Common Stock as reported on the Nasdaq
     National Market on December 31, 1999, and the $17.00 exercise price of the
     options.

     RECOGNITION AND RETENTION PLAN. The RRP was adopted by the Board of
Directors of the Company and subsequently approved by the Company's shareholders
on June 24, 1998. In February 1999, the Board of Directors adopted amendments to
the RRP, which were subsequently approved by the Company's shareholders on April
20, 1999. The RRP provides for stock awards ("Awards") to eligible officers,
employees, outside


                                       18

<PAGE>



directors and directors emeritus of the Company, Warwick Savings and its
affiliates. The RRP is not subject to ERISA and is not a tax-qualified plan
under the Code.

     The Board of Directors and the members of the Compensation Committee who
are Disinterested Directors ("RRP Committee") administer the RRP. The Board of
Directors or the RRP Committee will determine at the time of grant the number of
shares of Common Stock subject to an Award and the vesting schedule applicable
to the Award and may, in its discretion, establish other terms and conditions
applicable to the Award.

     Stock subject to an Award is held in trust pursuant to the RRP until the
Award vests, at which time the shares of Common Stock attributable to the
portion of the Award that have vested are distributed to the Award holder. An
individual to whom an Award is granted is entitled to exercise voting rights and
receive dividends with respect to stock subject to Awards granted to him whether
or not vested. Dividends will be distributed at the same time as the related
shares.

     Generally, shares granted to outside directors or directors emeriti will
vest and become distributable at a rate of 20% per year, over a five-year
period, subject to 100% vesting in the case of death, disability or retirement
of the director or a change in control of the Company. The shares granted to
eligible officers and employees will vest according to a schedule established by
the RRP committee, but in no event at a rate of more than 20% per year, subject
to 100% vesting in the case of death, disability or retirement of the officer or
employee or a change in control of the Company.

     Subject to certain specific limitations and restrictions set forth in the
RRP, and such limitations as may be imposed from time to time by the Board of
Directors, the RRP Committee has authority to interpret the RRP, to prescribe,
amend and rescind rules and regulations, if any, relating to the RRP and to make
all determinations necessary or advisable for the administration of the RRP.

     PERFORMANCE COMPENSATION PLAN. In March 1999, the Board of Directors of the
Company adopted a Performance Compensation Plan to provide certain key officers
of the Company and its affiliates with an incentive to achieve business
objectives, to attract and retain individuals of outstanding competence and to
provide a means of compensating such individuals for their contributions to the
Company. The Performance Compensation Plan provides for cash payments to
eligible employees based upon the annual performance of the Company during 1999
in comparison to pre-established target goals. The Performance Compensation Plan
was adopted for 1999 only, with the expectation that subsequent plans would be
developed for plan years 2000 and beyond. In January 2000, the Board of
Directors established target goals for 2000.

     401(K) PLAN. Warwick Savings maintains The Warwick Savings Bank 401(k)
Savings Plan ("401(k) Plan"), a tax-qualified profit-sharing plan under Sections
401(a) and 401(k) of the Code. Employees who satisfy prescribed eligibility
requirements may make pre-tax salary deferrals under section 401(k) of the Code.
Salary deferrals are made by election, subject to the limits prescribed by the
401(k) Plan and a limit imposed under the Code (which is $10,500 for 2000).
Warwick Savings makes matching contributions equal to a percentage of salary
contributions determined annually by Warwick Savings, up to 3% of salary.
Employees are fully vested in their salary deferrals and become incrementally
vested in Warwick Savings' contribution after one year and fully vested in
Warwick Savings' contributions after five years.

     Warwick Savings amended the 401(k) Plan in connection with the Conversion
of Warwick Savings to provide that Warwick Savings' matching contributions will
be invested in an investment fund consisting primarily of Common Stock of the
Company. In addition, participating employees may elect to invest all or a
portion of their remaining account balances in such investment fund or the other
investment funds provided under the 401(k) Plan. Common Stock held by the 401(k)
Plan may be newly issued or treasury shares acquired from the Company or
outstanding shares purchased in the open market or in privately negotiated
transactions. All Common Stock held by the 401(k) Plan is held by an independent
trustee and allocated to the accounts of individual participants. Participants
control the exercise of voting and tender rights relating to the Common Stock
held in their accounts.



                                       19

<PAGE>



     PENSION PLAN. Warwick Savings maintains The Warwick Savings Bank Defined
Benefit Pension Plan ("Pension Plan"), a non-contributory, tax-qualified defined
benefit pension plan, for eligible employees. All employees, except (i) those
paid on an hourly basis or contract basis, (ii) leased employees or (iii)
employees regularly employed by outside employers for maintenance of properties,
are eligible to participate in the Pension Plan upon the later of (i) the end of
the twelve-month period in which he or she completes 1,000 hours of service or
(ii) the date he or she attains age 21. The Pension Plan provides an annual
benefit for each participant, including the executive officers named in the
Summary Compensation Table above, equal to 2% of the participant's average
annual compensation, multiplied by the participant's years of credited service,
up to a maximum of 30 years.

     Average annual compensation is the average of a participant's compensation
(excluding amounts attributable to the vesting of RRP awards and the exercise of
stock options) over the three years of employment out of the participant's last
10-year period of employment during which the participant's compensation is the
highest. A participant is fully vested in his or her pension benefit after five
years of service. The Pension Plan is funded by Warwick Savings on an actuarial
basis, and all assets are held in trust by the Pension Plan trustee.

     BENEFIT RESTORATION PLAN. In connection with the Conversion, Warwick
Savings adopted the Benefit Restoration Plan of The Warwick Savings Bank ("BRP")
to provide eligible employees with the benefits that would be due to such
employees under the Pension Plan, the 401(k) Plan and the ESOP if such benefits
were not limited under the Code. The BRP is also intended to make up allocations
lost by participants of the ESOP who retire prior to the complete repayment of
the ESOP loan. BRP benefits to be provided with respect to the Pension Plan are
reflected in the pension table and BRP benefits to be provided with respect to
the ESOP and the 401(k) Plan are reflected in the Summary Compensation Table.

     PENSION PLAN TABLE. The following table sets forth the estimated annual
benefits payable under the Pension Plan upon a participant's normal retirement
at age 65, expressed in the form of a single life annuity, and any related
amounts payable under the BRP, for the average annual compensation and years of
credited service specified.


                              PENSION PLAN TABLE(1)

                          YEARS OF CREDITED SERVICE AT RETIREMENT
AVERAGE ANNUAL   ---------------------------------------------------------------
 COMPENSATION      15         20          25            30             35(2)
--------------------------------------------------------------------------------

$125,000        $37,500   $ 50,000     $ 62,500      $ 75,000      $ 75,000
 150,000         45,000     60,000       75,000        90,000        90,000
 175,000(3)      52,500     70,000       87,500       105,000       105,000
 200,000(3)      60,000     80,000      100,000       120,000       120,000
 225,000(3)      67,500     90,000      112,500       135,000(4)    135,000(4)
 250,000(3)      75,000    100,000      125,000       150,000(4)    150,000(4)
 300,000(3)      90,000    120,000      150,000(4)    180,000(4)    180,000(4)

________________

(1)  The annual benefits shown in the table above assume the participant would
     receive his or her retirement benefits under the Pension Plan and the BRP
     in the form of a straight life annuity at normal retirement age.

(2)  Normal retirement benefits are limited to 60% of average annual
     compensation.

(3)  For the Pension Plan year ending September 30, 1999, the annual
     compensation for calculating benefits under the Pension Plan may not exceed
     $160,000 (as adjusted for subsequent years pursuant to Code provisions).
     The limitation is $160,000 for the plan year beginning October 1, 1999 and
     will be adjusted to reflect cost of living increases after 1999 in
     accordance with Section 401(a)(17) of the Code. The table reflects amounts
     payable in conjunction with the BRP.


                                              (footnotes continued on next page)


                                       20

<PAGE>



(4)  These are hypothetical benefits based upon the Pension Plan's normal
     retirement benefit formula. The maximum annual benefit permitted under
     Section 415 of the Code in 1999 is $130,000 or, if higher, a member's
     current accrued benefit as of December 31, 1982 (but not more than
     $136,425). The $130,000 ceiling will be adjusted to reflect cost of living
     increases after 1999 in accordance with Section 415 of the Code. The BRP
     will provide the difference between the amounts appearing in this table and
     the maximum amount allowed by the Code.


     The following table sets forth the years of credited service and the
average annual compensation (as defined above), determined as of December 31,
1999, for each of the individuals named in the Summary Compensation Table.


                            YEARS OF CREDITED SERVICE
                            -------------------------       AVERAGE ANNUAL
                             YEARS           MONTHS          COMPENSATION
                             -----           ------         --------------
Mr. Dempsey..............     26               6              $ 228,394
Mr. Gentile..............      9               7              $ 149,810
Mr. Budich...............     13              11              $  98,866
Mr. Haggerty.............      8               7              $ 108,236


TRANSACTIONS WITH CERTAIN RELATED PERSONS

     From time to time Warwick Savings makes loans or extends credit to its
executive officers and to certain persons related to its executive officers and
directors, to the extent consistent with applicable laws and regulations. All
such loans are made by Warwick Savings in the ordinary course of business and on
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons, and do not and will not
involve more than the normal risk of collectibility or present other unfavorable
features. The outstanding principal balance of such loans to executive officers
and to persons related to executive officers and directors totaled approximately
$306,005 as of December 31, 1999. In addition, Warwick Savings has committed a
line of credit of $2.5 million to Warwick Valley Telephone Company, of which
$900,000 was outstanding at December 31, 1999. Mr. Nielsen and Mr. Knipp are
directors, and Mr. Knipp is the former Chief Executive Officer, of Warwick
Valley Telephone Company.

     Mr. Krahulik is a partner in the law firm of Bonacic, Blustein & Krahulik,
LLP, which Warwick Savings retains to provide certain legal services. During the
fiscal year ended December 31, 1999, Warwick Savings paid $161,052 for legal
services provided during such period (which includes fees paid to the firm
Beattie & Krahulik during 1999 prior to its merger into the law firm of Bonacic,
Blustein & Krahulik, LLP in August 1999). In addition, the firm received fees in
the amount of approximately $491,290 from third parties pursuant to its
representation of Warwick Savings in loan closings and other legal matters for
the fiscal year ended December 31, 1999. Towne Center Mortgage and Bonacic,
Blustein & Krahulik, LLP, are co-tenants on the lease for Towne Center
Mortgage's office in West Milford, New Jersey. Mr. McDermott is a managing
partner in J.D. Blake Company, which leases office space to the Company.


COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     Under the securities laws of the United States, the Company's directors and
executive officers, and any person holding more than ten percent of the
Company's Common Stock, are required to file initial reports of ownership of the
Company's Common Stock and reports of changes in that ownership with the SEC.
Specific due dates for these reports have been established, and the Company is
required to disclose in this Proxy Statement any failure to file by these dates
during the fiscal year ended December 31, 1999. All of such filing requirements
of the Company's directors and executive officers (other than R. Michael Kennedy
and Robert N. Smith, who each filed one late report of changes in his ownership
of the Company's Common Stock, and John J. McDermott III, who filed a late
initial report of ownership of the Company's Common Stock) were satisfied during
the fiscal year


                                       21

<PAGE>



ended December 31, 1999, based upon their written representations and copies of
the reports that they have filed with the SEC.



                                  PROPOSAL TWO

               RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS


     The Board of Directors has appointed the firm of Arthur Andersen LLP to act
as independent auditors for the Company for the fiscal year ending December 31,
2000, subject to ratification of such appointment by the Company's shareholders.
Representatives of Arthur Andersen LLP are expected to be present at the Annual
Meeting. The representatives will have an opportunity to make a statement if
they desire to do so and will be available to respond to questions.


               THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
           SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT
         OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR THE COMPANY


                             ADDITIONAL INFORMATION


NOTICE OF BUSINESS TO BE CONDUCTED AT ANNUAL MEETING

     The By-Laws of the Company provide an advance notice procedure for a
shareholder to properly bring business before an Annual Meeting or to nominate
any person for election to the Board of Directors. The shareholder must be a
shareholder of record and have given timely notice thereof in writing to the
Corporate Secretary of the Company. To be timely, a shareholder's notice must be
delivered to or received by the Corporate Secretary not later than the following
dates: (i) with respect to an annual meeting of shareholders, 60 days in advance
of the anniversary of the previous year's annual meeting if the current year's
meeting is to be held within 30 days prior to, on the anniversary date of, or
after the anniversary of the previous year's annual meeting; and (ii) with
respect to an annual meeting of shareholders held at a time other than within
the time periods set forth in the immediately preceding clause (i), or with
respect to a special meeting of shareholders for the election of directors, the
close of business on the 10th day following the date on which notice of such
meeting is first given to shareholders. Notice shall be deemed to first be given
to shareholders when disclosure of such date of the meeting of shareholders is
first made in a press release reported to the Dow Jones News Services,
Associated Press or comparable national news service, or in a document publicly
filed by the Company with the SEC pursuant to Section 13, 14 or 15(d) of the
Exchange Act. A shareholder's notice to the Corporate Secretary shall set forth
such information as required by the By-Laws of the Company. Nothing in this
paragraph shall be deemed to require the Company to include in its proxy
statement and proxy card relating to an annual meeting any shareholder proposal
or nomination which does not meet all of the requirements for inclusion
established by the SEC in effect at the time such proposal or nomination is
received. See "-- Date For Submission of Shareholder Proposals."


DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS

     Pursuant to the proxy soliciting regulations of the SEC, any shareholder
proposal intended for inclusion in the Company's proxy statement and proxy card
relating to the Company's 2001 Annual Meeting of Shareholders must be received
by the Company on or before November 18, 2000. Nothing in this paragraph shall
be deemed to require the Company to include in its proxy statement and proxy
card for such meeting any shareholder proposal


                                       22

<PAGE>


which does not meet the requirements of the SEC in effect at the time. Any such
proposal will be subject to 17 C.F.R.ss.240.14a-8 of the rules and regulations
promulgated by the SEC under the Exchange Act.


                                  OTHER MATTERS

     As of the date of this Proxy Statement, the Board of Directors of the
Company does not know of any other matters to be brought before the shareholders
at the Annual Meeting. If, however, any other matters not now known are properly
brought before the meeting, the persons named in the accompanying Proxy Card
will vote the shares represented by all properly executed proxies on such
matters in such manner as shall be determined by a majority of the Board of
Directors.


                              FINANCIAL STATEMENTS

     A copy of the Company's Annual Report for the fiscal year ended December
31, 1999, containing consolidated statements of financial condition as of
December 31, 1999 and December 31, 1998 and related consolidated statements of
income, changes in shareholders' equity and cash flows for the fiscal years
ended December 31, 1999, 1998 and 1997, prepared in conformity with generally
accepted accounting principles, accompanies this Proxy Statement. The
consolidated financial statements have been audited by Arthur Andersen LLP whose
report thereon appears in the Annual Report. The Annual Report serves as Warwick
Savings' and Towne Center Bank's Annual Disclosure Statement for purposes of the
regulations of the Federal Deposit Insurance Corporation. Upon request,
shareholders will be furnished, free of charge, an additional copy of the Annual
Report.

     The Company is required to file a transition report on Form 10-K for the
fiscal year ended December 31, 1999 with the SEC. Shareholders may obtain, free
of charge, a copy of such transition report (excluding exhibits) by writing to
Karen J. Hall, Assistant Vice President, The Warwick Savings Bank, 591 Route
17M, Monroe, New York 19050. A copy of the Form 10-K is also available on the
SEC's Electronic Data Gathering Analysis and Retrieval ("EDGAR") System at the
SEC's website, www.sec.gov.


                                          By Order of the Board of Directors,


                                          [Facsimile signature]


                                          Nancy L. Sobotor-Littell
                                          Corporate Secretary


Warwick, New York
March 17, 2000



TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, PLEASE
COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED.