CFS BANK
                              EMPLOYMENT AGREEMENT

     AGREEMENT,  by and between  Columbia Federal Savings Bank, now known as CFS
Bank  ("CFS  Bank"),  a New York  chartered  savings  bank,  with its  principal
administrative office at 615 Merrick Avenue,  Westbury, NY 11590, Haven Bancorp,
Inc., a corporation  organized  under the laws of the State of Delaware which is
the  holding  company  for CFS Bank  ("Haven")  and  William  J.  Jennings  (the
"Executive"), made June 27, 2000.

     WHEREAS,  Haven and Queens County  Bancorp,  Inc. a  corporation  organized
under  the  laws of  Delaware  (the  "Holding  Company")  are  entering  into an
Agreement  and Plan of Merger of even date  herewith  (the "Merger  Agreement"),
pursuant  to which  Haven  will  merge with and into the  Holding  Company  (the
"Merger") with the Holding Company being the surviving corporation, and pursuant
to which CFS Bank shall become a wholly-owned  subsidiary of the Holding Company
and a sister company of Queens County Savings Bank;

     WHEREAS,  the  Executive  and the Haven are  parties to a change in control
agreement  dated as of June 23, 1999,  as amended  February  15,  2000,  and the
Executive and CFS Bank are parties to a change of control  agreement dated as of
June 23, 1999, as amended February 15, 2000 (together, the "Prior Agreements");

     WHEREAS,  the  Holding  Company  has  determined  that  it is in  the  best
interests  of the company  and its  shareholders  to provide for the  continuing
availability to the Holding Company and CFS Bank of the Executive's services and
expertise  following the "Effective  Time" as such term is defined in the Merger
Agreement, all on the terms and conditions set forth below;

     WHEREAS,  CFS Bank wishes to assure itself of the services of Executive for
the period provided in this Agreement; and

     WHEREAS, the Executive is willing to serve in the employ of CFS Bank on a
  full-time basis for said period.

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:

1.   EFFECTIVENESS; EFFECT OF ACTION UNDER PRIOR AGREEMENTS.

     This Agreement shall become  effective at the Effective Time,  provided the
Executive is employed by the Company on that date. Following the Effective Time,
the Prior  Agreements  shall remain in effect until the date twelve  months from
the Effective Time.  After such date, the Prior  Agreements  shall terminate and
become null and void.  Notwithstanding any provision herein to the contrary,  to
the extent that payments and benefits are paid to or received by Executive under
either of the Prior  Agreements,  the




<PAGE>


amount of such  payments and benefits  paid under such Prior  Agreement  will be
subtracted  from any amount due to the  Executive  under any  provisions of this
Agreement in connection with Executive's termination of employment.

     The  parties  agree  that the  Prior  Agreements  are  amended  as  follows
effective  as of the  Effective  Time:  (i) to provide that  Executive  shall be
entitled  to  severance  pay  following  a Change in  Control  by his  voluntary
termination  of  employment  only if such  voluntary  termination  of employment
occurs during the nine month period  beginning  three months after the Effective
Time;  and (ii) to delete  any  provision  entitling  the  Executive  to any tax
indemnification  for excise  taxes  imposed  under  Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code").

2.   POSITION AND RESPONSIBILITIES.

     During the period of his employment hereunder, Executive agrees to serve as
President and a Director of CFS Bank. The Executive shall render  administrative
and management services to CFS Bank such as are customarily performed by persons
situated  in a similar  executive  capacity.  Failure  to reelect  Executive  as
President  or  renominate  Executive  as  Director  without  the  consent of the
Executive  or failure  of the Bank's  shareholders  to  reelect  Executive  as a
Director shall constitute a breach of this Agreement.

3.   TERMS.

     (a) The period of  Executive's  employment  under this  Agreement  shall be
deemed to have  commenced  as of the  Effective  Time and shall  continue  for a
period of thirty-six (36) full calendar months  thereafter.  Commencing with the
Effective  Time, the term of this  Agreement  shall be extended for one day each
day  until  such time as the Board of CFS Bank or the  Executive  elects  not to
extend the term of the Agreement  further by giving  written notice to the other
party in accordance with Section 10 of this Agreement, in which case the term of
this Agreement shall be fixed and shall end on the third anniversary of the date
of such written notice;  provided, that in any event, the term of this Agreement
shall end on the last day of the month in which the Executive attains the age of
65. The Board will review the Agreement and the Executive's performance annually
for purposes of  determining  whether to give notice not to extend the Agreement
and the results thereof shall be included in the minutes of the Board's meeting.

     (b) During the period of his  employment  hereunder,  except for periods of
absence  occasioned by illness,  reasonable  vacation  periods,  and  reasonable
leaves of absence,  Executive shall devote  substantially all his business time,
attention,  skill,  and  efforts  to the  faithful  performance  of  his  duties
hereunder  including  activities  and  services  related  to  the  organization,
operation and  management of CFS Bank and  participation  in community and civic
organizations;  provided,  however,  that,  with the  approval of the Board,  as
evidenced by a resolution of such Board, from time to time, Executive may serve,
or continue to serve,



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<PAGE>


on the boards of  directors  of, and hold any other  offices  or  positions  in,
companies or organizations,  which, in such Board's  judgment,  will not present
any conflict of interest with CFS Bank, or materially  affect the performance of
Executive's  duties pursuant to this Agreement.  Notwithstanding  the foregoing,
the  Executive  may,  without  further  authorization  from the  Board,  provide
services at the direction of the Holding  Company to the Holding  Company or any
of its  subsidiaries,  including  but not limited to CFS Bank,  and such service
shall not be deemed to present a conflict  of  interest,  materially  affect the
Executive's  performance of his duties hereunder or otherwise  violate the terms
of this Agreement;  in such event,  CFS Bank and the Holding Company shall make,
and the  Holding  Company  shall  cause  such  other  subsidiaries  to agree to,
appropriate   arrangements  for  the  allocation  among  them  of  the  cost  of
Executive's compensation and benefits for full-time service hereunder.

     (c)  Notwithstanding   anything  herein  contained  to  the  contrary:  (i)
Executive's  employment with CFS Bank may be terminated by CFS Bank or Executive
during the term of this  Agreement,  subject to the terms and conditions of this
Agreement;  and (ii)  nothing in this  Agreement  shall  mandate  or  prohibit a
continuation of Executive's  employment  following the expiration of the term of
this  Agreement  upon such terms and  conditions  as the Board and Executive may
mutually agree.

     (d) Upon the termination of Executive's employment with CFS Bank, the daily
extensions  provided  pursuant to Section 3(a),  shall cease (if such extensions
have not previously  ceased),  and, if such  termination is under  circumstances
described in Section 5(a), the term "remaining term of the Agreement" in Section
5(b) shall mean the period of time commencing from the date of such  termination
and ending on the last day of the employment  period  computed with reference to
all extensions prior to such termination.

4.   COMPENSATION AND REIMBURSEMENT.

     (a) The  compensation  specified under this Agreement shall  constitute the
salary and benefits  paid for the duties  described in Section 2. CFS Bank shall
pay Executive as compensation a salary of not less than $400,000 per year ("Base
Salary").  Base Salary  shall  include any amounts of  compensation  deferred by
Executive  under a qualified plan maintained by CFS Bank. Such Base Salary shall
be payable  bi-weekly.  During the period of this  Agreement,  Executive's  Base
Salary shall be reviewed at least  annually;  the first such review will be made
no later than one year from the date of this  Agreement.  Such  review  shall be
conducted by the Salary and Personnel Committee designated by the Board, and the
Board may increase Executive's Base Salary.  Following any increase, the rate of
base salary as  increased  shall  become the "Base  Salary" for purposes of this
Agreement.  In no event  shall  Executive's  annual  rate of salary  under  this
Agreement in effect at a particular  time be reduced  without his prior  written
consent.  In addition to the Base Salary provided in this Section 4(a), CFS Bank
shall  also  provide  Executive  at no cost to  Executive  with all  such  other
benefits as are provided uniformly to permanent full-time employees of CFS Bank.




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<PAGE>


     (b)  CFS  Bank  will  provide   Executive  with  employee   benefit  plans,
arrangements  and  perquisites   substantially  equivalent  to  those  in  which
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement,  and CFS Bank will not,  without
Executive's prior written consent, make any changes in such plans,  arrangements
or  perquisites  which would  adversely  affect  Executive's  rights or benefits
thereunder,  provided,  however,  that CFS Bank may make  changes to such plans,
agreements or perquisites generally provided on a nondiscriminatory basis to all
employees,  without the Executive's prior written consent.  Without limiting the
generality of the foregoing provisions of this Subsection (b), Executive will be
entitled to participate in or receive  benefits under any employee benefit plans
including but not limited to, retirement plans,  supplemental  retirement plans,
pension plans, profit-sharing plans,  health-and-accident plan, medical coverage
or any other employee  benefit plan or arrangement made available by CFS Bank in
the future to its senior executives and key management employees, subject to and
on a basis consistent with the terms,  conditions and overall  administration of
such  plans  and   arrangements.   Executive   will  be  entitled  to  incentive
compensation  and bonuses as provided in any plan of CFS Bank in which Executive
is eligible to participate. Nothing paid to the Executive under any such plan or
arrangement  will be  deemed  to be in lieu of other  compensation  to which the
Executive is entitled under this Agreement.

     (c) In addition to the Base Salary  provided for by  paragraph  (a) of this
Section 4 and other  compensation  provided for by paragraph (b) of this Section
4, CFS Bank shall pay or reimburse Executive for all reasonable travel and other
reasonable expenses incurred by Executive  performing his obligations under this
Agreement  and may provide such  additional  compensation  in such form and such
amounts as the Board may from time to time determine.

5.   PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

     The  provisions  of this  Section  shall in all  respects be subject to the
terms and conditions stated in Section 9.

     (a) Upon the  occurrence  of an Event of  Termination  (as herein  defined)
during the Executive's term of employment  under this Agreement,  the provisions
of  this  Section  shall  apply.  As  used  in  this  Agreement,  an  "Event  of
Termination"  shall mean and include any one or more of the  following:  (i) the
termination  by CFS  Bank  or  the  Holding  Company  of  Executive's  full-time
employment  hereunder for any reason other than a Change in Control,  as defined
in Section 6(a) hereof;  upon  Retirement,  as defined in Section 8 hereof;  for
Disability,  as defined in Section 7 hereof; or for Cause, as defined in Section
9 hereof;  (ii)  Executive's  resignation  from CFS Bank's employ,  upon any (A)
failure to elect or reelect or to appoint or reappoint Executive as President or
to nominate  or  renominate  Executive  as a Director of CFS Bank or the Holding
Company unless consented to by the Executive, (B) material change in Executive's
function,  duties,  or  responsibilities,  which change would cause  Executive's
position to become one of lesser responsibility,  importance,  or scope from the
position and  attributes  thereof  described in Section 2, above,  (and any such
material



                                      -4-
<PAGE>


change shall be deemed a continuing breach of this Agreement),  (C) a relocation
of  Executive's  principal  place of  employment  by more than 30 miles from its
location at the effective date of this Agreement, (D) liquidation or dissolution
of CFS Bank or Holding Company,  or (E) material breach of this Agreement by CFS
Bank.  Upon the occurrence of any event  described in clauses (A), (B), (C), (D)
or (E),  above,  Executive  shall  have the  right to  elect  to  terminate  his
employment  under this Agreement by  resignation  upon not less than thirty (30)
days  prior  written  notice  given  within a  reasonable  period of time not to
exceed,  except in case of a continuing  breach,  four calendar months after the
event giving rise to said right to elect.

     (b)  Upon  the  occurrence  of an  Event  of  Termination,  on the  Date of
Termination,  as  defined in Section  10,  CFS Bank  shall be  obligated  to pay
Executive,  or,  in the  event  of his  subsequent  death,  his  beneficiary  or
beneficiaries, or his estate, as the case may be, as severance pay or liquidated
damages,  or both,  a sum equal to the  payments  due to the  Executive  for the
remaining  term of the Agreement  including  Base Salary,  bonuses and any other
cash or  deferred  compensation  paid or to be  paid to the  Executive,  and the
amount of any  benefits  received  or to be received  pursuant  to any  employee
benefit plans  maintained by CFS Bank or the Holding  Company during the term of
the Agreement.  At the election of the  Executive,  which election is to be made
within thirty (30) days of the Executive's  Date of  Termination,  such payments
shall be made in a lump sum or paid  monthly  during the  remaining  term of the
agreement following the Executive's  termination.  In the event that no election
is made,  payment to the  Executive  will be made on a monthly  basis during the
remaining term of the agreement. Such payments shall not be reduced in the event
the Executive obtains other employment following termination of employment.

     (c) Upon the occurrence of an Event of Termination,  CFS Bank will cause to
be  continued  life,  medical,  dental  and  disability  coverage  substantially
identical  to the coverage  maintained  by CFS Bank for  Executive  prior to his
termination,  except  to  the  extent  such  coverage  may  be  changed  in  its
application to all Bank employees. Such coverage shall cease upon the expiration
of the remaining term of this Agreement.

     (d) In the event that the Executive is receiving  monthly payments pursuant
to Section 5(b) hereof,  on an annual  basis,  thereafter,  between the dates of
January 1 and January 31 of each year, Executive shall elect whether the balance
of the amount  payable  under the Agreement at that time shall be paid in a lump
sum or on a pro rata basis.  Such election shall be irrevocable for the year for
which such election is made.

6.   CHANGE IN CONTROL.

     (a) No benefit  shall be payable  under this  Section 6 unless  there shall
have been a Change in Control of CFS Bank or the Holding  Company,  as set forth
below.  For  purposes of this Plan, a "Change in Control" of CFS Bank or Holding
Company  shall  mean an event of a nature  that:  (i)  would be  required  to be
reported in  response to Item l of the current



                                      -5-
<PAGE>

report on Form 8-K, as in effect on the date  hereof,  pursuant to Section 13 or
15(d) of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act");  or (ii)
results  in a Change in Control of CFS Bank or the  Holding  Company  within the
meaning  of the  Change  in  Bank  Control  Act and the  Rules  and  Regulations
promulgated by the Federal Deposit Insurance  Corporation  ("FDIC") at 12 C.F.R.
303.4(a)  with  respect to CFS Bank and the Board of  Governors  of the  Federal
Reserve  System  ("FRB")  at 12 C.F.R.  Section  225.41(b)  with  respect to the
Holding  Company,  as in  effect  on the  date  hereof;  or (iii)  results  in a
transaction  requiring  prior FRB approval under the Bank Holding Company Act of
1956 and the regulations  promulgated thereunder by the FRB at 12 C.F.R. Section
225.11,  as in  effect  on the date  hereof  except  for the  Holding  Company's
acquisition  of CFS Bank;  or (iv) without  limitation  such a Change in Control
shall be deemed to have  occurred at such time as (A) any  "person" (as the term
is used in  Sections  13(d) and 14(d) of the  Exchange  Act) is or  becomes  the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or indirectly, of securities of CFS Bank or the Holding Company representing 20%
or more of CFS Bank's or the Holding Company's outstanding securities except for
any securities of CFS Bank purchased by the Holding  Company in connection  with
the conversion of CFS Bank to the stock form and any securities purchased by CFS
Bank's  employee  stock  ownership  plan  and  trust;  or  (B)  individuals  who
constitute  the Board on the date hereof (the  "Incumbent  Board") cease for any
reason to  constitute  at least a  majority  thereof,  provided  that any person
becoming a director subsequent to the date hereof whose election was approved by
a vote of at least  three-quarters  of the  directors  comprising  the Incumbent
Board, or whose  nomination for election by the Holding  Company's  stockholders
was approved by the same Nominating  Committee serving under an Incumbent Board,
shall be, for purposes of this clause (B), considered as though he were a member
of the Incumbent Board;  (C) a plan of  reorganization,  merger,  consolidation,
sale of all or  substantially  all the assets of CFS Bank or the Holding Company
or similar  transaction  occurs in which CFS Bank or Holding  Company is not the
resulting entity; (D) a proxy statement shall be distributed  soliciting proxies
from  shareholders  of the Holding  Company,  by someone  other than the current
management  of  the  company,   seeking  stockholder   approval  of  a  plan  of
reorganization,  merger or  consolidation  of the  Holding  Company or Bank or a
similar  transaction  with one or more  corporations  as a result  of which  the
outstanding  shares  of the  class of  securities  then  subject  to the plan or
transaction  are exchanged for or converted  into cash or property or securities
not issued by CFS Bank or the Holding Company; or (E) a tender offer is made for
20% or more of the voting securities of CFS Bank or Holding Company.

     (b) If any of the events  described in Section 6(a) hereof  constituting  a
Change in Control  have  occurred or the Board has  determined  that a Change in
Control has occurred,  notwithstanding  the provisions of Section 3(a), the term
of this Agreement shall be deemed to have commenced as of the date of the Change
in Control and shall  continue  for a period of  thirty-six  (36) full  calendar
months thereafter.  Commencing on the date of the Change in Control, the term of
this Agreement shall be extended for one day each day.



                                      -6-
<PAGE>

     (c) If any of the events  described in Section 6(a) hereof  constituting  a
Change in Control  have  occurred or the Board has  determined  that a Change in
Control has occurred,  Executive  shall be entitled to the benefits  provided in
paragraphs  (d),  (e),  (f)  and  (g) of  this  Section  6 upon  his  subsequent
termination  of  employment  at any  time  during  the  term of  this  Agreement
(regardless  of whether  such  termination  results  from his  dismissal  or his
resignation  at any  time  during  the  term of  this  Agreement  following  any
demotion,  loss of title,  office or  significant  authority or  responsibility,
reduction in the annual  compensation or benefits or relocation of his principal
place of employment by more than 30 miles from its location immediately prior to
the  change in  control),  unless  such  termination  is  because  of his death,
termination for Cause or termination for Disability.

     (d) Upon the occurrence of a Change in Control  followed by the Executive's
termination of employment,  CFS Bank shall pay Executive, or in the event of his
subsequent death, his beneficiary or  beneficiaries,  or his estate, as the case
may be, as  severance  pay or  liquidated  damages,  or both, a sum equal to the
greater of the payments due for the remaining term of the Agreement or three (3)
times the  average of the three (3)  preceding  years'  Base  Salary,  including
bonuses  and any other cash or deferred  compensation  paid or to be paid to the
Executive during such years, and the amount of any  contributions  made or to be
made, on behalf of the Executive,  to any employee  benefit plans  maintained by
CFS Bank during such years,  except to the extent such  benefits  are  otherwise
payable to the Executive under such plans upon a Change in Control. For purposes
of determining  the benefit due under this Section 6(d),  when  calculating  the
payments due for the remaining term of this Agreement,  it shall be assumed that
for each year of the remaining term of the Agreement, the Executive will receive
(i) an annual increase in Base Salary equal to the average increase  received in
the preceding three years, (ii) the maximum bonus payable, and (iii) the maximum
contribution  by or on behalf of the  Executive  with  respect  to any  employee
benefit plans  maintained by CFS Bank. At the election of the  Executive,  which
election is to be made within thirty (30) days of the Date of Termination,  such
payment may be made in a lump sum or paid in equal monthly  installments  during
the thirty-six (36) months following the Executive's  termination.  In the event
that no election  is made,  payment to the  Executive  will be made on a monthly
basis during the remaining term of the Agreement.

     (e) Upon the occurrence of a Change in Control  followed by the Executive's
termination of employment,  CFS Bank will cause to be continued  life,  medical,
dental  and  disability  coverage   substantially   identical  to  the  coverage
maintained by CFS Bank for Executive  prior to his severance.  Such coverage and
payments shall cease upon the expiration of thirty-six (36) months.

     (f) In the event that the Executive is receiving  monthly payments pursuant
to Section 6(d) hereof,  on an annual  basis,  thereafter,  between the dates of
January 1 and January 31 of each year, Executive shall elect whether the balance
of the amount  payable  under the Agreement at that time shall be paid in a lump
sum or on a pro rata basis.  Such election shall be irrevocable for the year for
which such election is made.




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<PAGE>


     (g) In each calendar year that Executive is entitled to receive payments or
benefits  under the  provisions  of his  Employment  Agreement  with the Holding
Company and this Employment Agreement, the Holding Company shall determine if an
excess  parachute  payment (as defined in Section 4999 of the  Internal  Revenue
Code of 1986, as amended,  and any successor  provision  thereto,  (the "Code"))
exists. Such determination  shall be made after taking any reductions  permitted
pursuant to Section 280G of the Code and the regulations thereunder.  Any amount
determined  to be an excess  parachute  payment  after  taking into account such
reductions  shall be  hereafter  referred to as the  "Initial  Excess  Parachute
Payment".  As soon as practicable after a Change in Control,  the Initial Excess
Parachute Payment shall be determined.  Upon the Date of Termination following a
Change  in  Control,  the  Holding  Company  shall  pay  Executive,  subject  to
applicable withholding  requirements under applicable city, state or federal law
an amount equal to:

     (1)  twenty (20) percent of the Initial Excess  Parachute  Payment (or such
          other amount equal to the tax imposed under Section 4999 of the Code);
          and

     (2)  such  additional  amount  (tax  allowance)  as  may  be  necessary  to
          compensate  Executive for the payment by Executive of city,  state and
          federal  income and excise taxes on the payment  provided under clause
          (1) and on any payments  under this Clause (2). In computing  such tax
          allowance, the payment to be made under Clause (1) shall be multiplied
          by the "gross up percentage"  ("GUP").  The GUP shall be determined as
          follows:

                Tax Rate

           GUP =_________

                1- Tax Rate

          The "Tax Rate" for purposes of  computing  the GUP shall be the sum of
          the   highest   marginal   federal,   state   and  city   income   and
          employment-related  tax rates,  including  any  applicable  excise tax
          rates,  applicable  to the  Executive in the year in which the payment
          under Clause (1) is made.

     (3)  Notwithstanding the foregoing,  if it shall subsequently be determined
          in a final judicial determination or a final administrative settlement
          to which  Executive  is a party that the excess  parachute  payment as
          defined in Section 4999 of the Code,  reduced as described  above,  is
          more than the Initial Excess Parachute  Payment (such different amount
          being hereafter  referred to as the  "Determinative  Excess  Parachute
          Payment") then the Holding  Company's  independent  accountants  shall
          determine  the amount (the  "Adjustment  Amount") the Holding  Company
          must pay to the  Executive  in order to put the  Executive in the same
          position  as the  Executive  would  have  been if the  Initial  Excess
          Parachute Payment had been equal to the Determinative Excess



                                      -8-
<PAGE>

          Parachute Payment.  In determining the Adjustment Amount,  independent
          accountants of the Holding Company shall take into account any and all
          taxes  (including any penalties and interest) paid by or for Executive
          or  refunded  to  Executive  or for  Executive's  benefit.  As soon as
          practicable  after the Adjustment  Amount has been so determined,  the
          Holding  Company shall pay the Adjustment  Amount to Executive.  In no
          event however,  shall  Executive make any payment under this paragraph
          to the Holding Company.

7.   TERMINATION FOR DISABILITY

     (a) If, as a result of  Executive's  incapacity  due to  physical or mental
illness,  such incapacity  being determined by a doctor selected by CFS Bank, he
shall have been absent  from his duties  with CFS Bank on a full-time  basis for
six (6) consecutive  months, and within thirty (30) days after written notice of
potential  termination  is given,  he shall not have  returned to the  full-time
performance  of his duties,  CFS Bank may terminate  Executive's  employment for
"Disability."

     (b) CFS Bank will pay  Executive,  as disability  pay, a bi-weekly  payment
equal to seventy five percent (75%) of Executive's bi-weekly rate of Base Salary
on the effective  date of such  termination.  These  disability  payments  shall
commence on the effective  date of Executive's  termination  and will end on the
earlier of (i) the date  Executive  returns to the  full-time  employment of CFS
Bank in the  same  capacity  as he was  employed  prior to his  termination  for
Disability  and pursuant to an employment  agreement  between  Executive and CFS
Bank; (ii) Executive's full-time employment by another employer; (iii) Executive
attaining the normal age of retirement  or receiving  benefits  under CFS Bank's
Defined Benefit Plan; (iv) Executive's  death; or (v) the expiration of the term
of this Agreement. Notwithstanding any other provision to the contrary, CFS Bank
may apply any proceeds from disability  income insurance for Executive which was
paid for by CFS Bank or the  Holding  Company  as  partial  satisfaction  of its
obligations under this Section.

     (c)  CFS  Bank  will  cause  to be  continued  life,  medical,  dental  and
disability  coverage  substantially  identical to the coverage maintained by CFS
Bank for Executive prior to his  termination  for Disability.  This coverage and
payments shall cease upon the earlier of (i) the date  Executive  returns to the
full-time  employment of CFS Bank, in the same capacity as he was employed prior
to his  termination  for  Disability  and  pursuant to an  employment  agreement
between Executive and CFS Bank; (ii) Executive's full-time employment by another
employer;  (iii) Executive's attaining the normal age of retirement or receiving
benefits under CFS Bank's Defined Benefit Plan;  (iv) the Executive's  death; or
(v) the expiration of the time of this Agreement.

     (d)  Notwithstanding  the  foregoing,  there  will be no  reduction  in the
compensation  otherwise  payable to  Executive  during any period  during  which
Executive is incapable of performing his duties hereunder by reason of temporary
disability.


                                      -9-
<PAGE>


8.   TERMINATION UPON RETIREMENT.

     Termination by CFS Bank of the Executive based on  "Retirement"  shall mean
termination  in accordance  with CFS Bank's  retirement  policy or in accordance
with any  retirement  arrangement  established  with  Executive's  consent  with
respect to him. Upon termination of Executive upon  Retirement,  Executive shall
be  entitled to all  benefits  under any  retirement  plan of CFS Bank and other
plans to which Executive is a party.

9.   TERMINATION FOR CAUSE.

     The term  "Termination  for Cause"  shall mean  termination  because of the
Executive's  personal  dishonesty  which  results  in a loss to CFS  Bank or the
Holding  Company,   intentional  failure  to  perform  stated  duties,   willful
misconduct,  any breach of fiduciary duty  involving  personal  profit,  willful
violation of any law, rule, regulation (other than traffic violations or similar
offenses) or final  cease-and-desist  order which results in substantial loss to
CFS Bank or the Holding  Company.  For purposes of this Section,  no act, or the
failure to act, on Executive's  part shall be "willful"  unless done, or omitted
to be done, not in good faith and without  reasonable belief that the action was
in the best  interest of CFS Bank or the Holding  Company.  Notwithstanding  the
foregoing,  Executive  shall not be deemed  to have  been  Terminated  for Cause
unless and until there shall have been  delivered to him a Notice of Termination
which shall include a copy of a resolution duly adopted by the affirmative  vote
of not less than  three-fourths  of the members of the Board at a meeting of the
Board called and held for that purpose (after reasonable notice to Executive and
an opportunity  for him,  together with counsel,  to be heard before the Board),
finding  that in the good faith  opinion of the Board,  Executive  was guilty of
conduct justifying  Termination for Cause and specifying the particulars thereof
in detail.  The Executive  shall not have the right to receive  compensation  or
other benefits for any period after Termination for Cause. Any stock options and
related  limited  rights  granted to  Executive  under any stock  option plan or
unvested  awards  granted to  Executive  under any RRP of CFS Bank,  the Holding
Company or any  subsidiary  or  affiliate  thereof,  shall  become null and void
effective upon  Executive's  receipt of Notice of Termination for Cause pursuant
to Section 10 hereof,  and shall not be exercisable by or delivered to Executive
at any time subsequent to such Termination for Cause.

10.  NOTICE.

     (a)  Any  purported  termination  by CFS  Bank  or by  Executive  shall  be
communicated by Notice of Termination to the other party hereto. For purposes of
this  Agreement,  a "Notice of  Termination"  shall mean a written  notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.




                                      -10-
<PAGE>

     (b)  Subject  to Section  10(c),  "Date of  Termination"  shall mean (A) if
Executive's  employment is terminated for  Disability,  thirty (30) days after a
Notice of Termination is given  (provided that he shall not have returned to the
performance  of his duties on a  full-time  basis  during  such  thirty (30) day
period,  and (B) if his employment is terminated for any other reason,  the date
specified in the Notice of Termination  (which, in the case of a Termination for
Cause, shall be immediate).

     (c) If, within thirty (30) days after any Notice of  Termination  is given,
the party  receiving such Notice of Termination  notifies the other party that a
dispute  exists  concerning  the  termination,  except upon the  occurrence of a
Change in Control and voluntary  termination  by the Executive in which case the
date of  termination  shall be the date  specified  in the  Notice,  the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties,  by a binding  arbitration award, or
by a final judgment,  order or decree of a court of competent  jurisdiction (the
time for appeal  therefrom  having expired and no appeal having been  perfected)
and provided further that the Date of Termination  shall be extended by a notice
of dispute  only if such notice is given in good faith and the party giving such
notice  pursues  the  resolution  of such  dispute  with  reasonable  diligence.
Notwithstanding the pendency of any such dispute,  CFS Bank will continue to pay
Executive  his full  compensation  in effect when the notice  giving rise to the
dispute was given (including,  but not limited to, Base Salary) and continue him
as a participant in all  compensation,  benefit and insurance  plans in which he
was  participating  when the notice of dispute  was given,  until the dispute is
finally  resolved in  accordance  with this  Agreement.  Amounts paid under this
Section are in addition to all other amounts due under this  Agreement and shall
not be offset against or reduce any other amounts due under this Agreement.

     (d) CFS Bank may terminate the Executive's  employment at any time, but any
termination by CFS Bank, other than  Termination for Cause,  shall not prejudice
Executive's  right to  compensation  or other  benefits  under this Agreement or
under any other benefit or compensation plans or programs maintained by CFS Bank
from time to time. Executive shall not have the right to receive compensation or
other benefits for any period after  Termination for Cause as defined in Section
9 hereinabove.

11.  POST-TERMINATION OBLIGATIONS.

     (a) All payments and benefits to Executive  under this  Agreement  shall be
subject to Executive's  compliance  with paragraph (b) of this Section 11 during
the term of this  Agreement  and for one (1) full year after the  expiration  or
termination hereof.

     (b) Executive shall, upon reasonable  notice,  furnish such information and
assistance  to CFS Bank as may  reasonably be required by CFS Bank in connection
with any litigation in which it or any of its  subsidiaries or affiliates is, or
may become,  a party.  CFS



                                      -11-
<PAGE>

Bank  shall  reimburse  the  Executive  for  reasonable   expenses  incurred  in
connection with furnishing such information and assistance to CFS Bank.

12.  NON-DISCLOSURE OF BANK BUSINESS.

     Executive  recognizes and  acknowledges  that the knowledge of the business
activities and plans for business activities of CFS Bank and affiliates thereof,
as it may exist from time to time,  is a valuable,  special and unique  asset of
the business of CFS Bank.  Executive  will not,  during or after the term of his
employment,  disclose any knowledge of the past, present,  planned or considered
business  activities  of CFS Bank or  affiliates  thereof to any  person,  firm,
corporation,   or  other   entity  for  any   reason  or   purpose   whatsoever.
Notwithstanding the foregoing,  Executive may disclose any knowledge of banking,
financial and/or economic principles, concepts or ideas which are not solely and
exclusively  derived from the business  plans and activities of CFS Bank. In the
event of a breach or  threatened  breach by the  Executive of the  provisions of
this  Section  12,  CFS  Bank  will be  entitled  to an  injunction  restraining
Executive  from  disclosing,  in whole or in part,  the  knowledge  of the past,
present,  planned or  considered  business  activities of CFS Bank or affiliates
thereof, or from rendering any services to any person, firm, corporation,  other
entity to whom such  knowledge,  in whole or in part,  has been  disclosed or is
threatened to be disclosed.  Nothing herein will be construed as prohibiting CFS
Bank from pursuing any other  remedies  available to CFS Bank for such breach or
threatened breach, including the recovery of damages from Executive.

13.  SOURCE OF PAYMENTS.

     All  payments  provided in this  Agreement  shall be timely paid in cash or
check  from the  general  funds  of CFS  Bank.  The  Holding  Company,  however,
unconditionally guarantees payment and provision of all amounts and benefits due
hereunder to  Executive  and, if such amounts and benefits due from CFS Bank are
not timely paid or provided by CFS Bank, such amounts and benefits shall be paid
or provided by the Holding Company.

14.  EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

     This Agreement contains the entire understanding between the parties hereto
and  supersedes  any  prior  employment   agreement  between  CFS  Bank  or  any
predecessor  of CFS Bank and  Executive,  except that this  Agreement  shall not
affect or operate to reduce any benefit or compensation inuring to the Executive
of  a  kind  elsewhere  provided.  No  provision  of  this  Agreement  shall  be
interpreted to mean that  Executive is subject to receiving  fewer benefits than
those available to him without reference to this Agreement.

15.  EFFECT OF ACTION UNDER HOLDING COMPANY AGREEMENT.

     Notwithstanding  any provision  herein to the contrary,  to the extent that
payments and benefits, as provided by this Agreement, are paid to or received by
Executive under the



                                      -12-
<PAGE>


Employment  Agreement of even date  herewith  between  Executive and the Holding
Company,  such  compensation  payments and benefits paid by the Holding  Company
will be  subtracted  from any  amounts due  simultaneously  to  Executive  under
similar  provisions of this Agreement.  Payments  pursuant to this Agreement and
the Holding  Company  Agreement shall be allocated in proportion to the level of
activity and the time expended on such activities by the Executive as determined
by the Holding Company and CFS Bank on a quarterly basis.

16.  NO ATTACHMENT.

     (a) Except as  required  by law,  no right to receive  payments  under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

17.  MODIFICATION AND WAIVER.

     (a) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (b) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.

18.  SEVERABILITY.

     If, for any reason,  any  provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

19.  HEADINGS FOR REFERENCE ONLY.

     The headings of sections  and  paragraphs  herein are  included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

20.  GOVERNING LAW.


                                      -13-
<PAGE>


     The validity, interpretation, performance and enforcement of this Agreement
shall be governed  by the laws of the State of New York,  without  reference  to
conflicts of law principles.

21.  ARBITRATION.

     Any  dispute  or  controversy  arising  under or in  connection  with  this
Agreement shall be settled exclusively by arbitration,  conducted before a panel
of three  arbitrators  sitting in a location  selected by the  Executive  within
fifty (50) miles from the location of CFS Bank, in accordance  with the rules of
the American Arbitration  Association then in effect. Judgment may be entered on
the arbitrator's award in any court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance of his right to be paid
until the Date of Termination  during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

     In the event any dispute or controversy arising under or in connection with
Executive's  termination  is  resolved  in favor of the  Executive,  whether  by
judgment, arbitration or settlement,  Executive shall be entitled to the payment
of all  back-pay,  including  salary,  bonuses and any other cash  compensation,
fringe  benefits and any  compensation  and benefits  due  Executive  under this
Agreement and reinstatement  (or the economic  equivalent) of any stock options,
restricted stock or RRP awards and related rights purportedly  rendered null and
void by the giving of Notice of Termination for Cause pursuant to section 9.

22.  INDEMNIFICATION AND ATTORNEYS' FEES.

     (a) CFS Bank shall indemnify,  hold harmless and defend  Executive  against
reasonable costs,  including legal fees,  incurred by him in connection with his
consultation with legal counsel or arising out of any action, suit or proceeding
in which he may be  involved,  as a result of his  efforts,  in good  faith,  to
defend or enforce the terms of this Agreement.

     (b) In the event any dispute or controversy  arising under or in connection
with Executive's  termination is resolved in favor of the Executive,  whether by
judgment, arbitration or settlement,  Executive shall be entitled to the payment
of all  back-pay,  including  salary,  bonuses and any other cash  compensation,
fringe  benefits and any  compensation  and benefits  due  Executive  under this
Agreement.

     (c) CFS Bank shall  indemnify,  hold harmless and defend  Executive for all
acts or  omissions  taken or not  taken by him in good  faith  while  performing
services for CFS Bank to the same extent and upon the same terms and  conditions
as other  similarly  situated  officers and directors of CFS Bank. If and to the
extent that CFS Bank  maintains,  at any time during the Employment  Period,  an
insurance  policy  covering the other officers and directors of CFS Bank against
law suits,  CFS Bank shall use its best efforts to cause Executive to be covered




                                      -14-
<PAGE>


under such policy upon the same terms and conditions as other similarly situated
officers and directors.

23.  SUCCESSOR TO CFS BANK.

     CFS Bank  shall  require  any  successor  or  assignee,  whether  direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially  all the  business or assets of CFS Bank or the  Holding  Company,
expressly  and  unconditionally  to  assume  and  agree to  perform  CFS  Bank's
obligations under this Agreement, in the same manner and to the same extent that
CFS Bank would be required to perform if no such  succession or  assignment  had
taken place.

24.  REQUIRED REGULATORY PROVISIONS.

     (a) CFS Bank may terminate the Executive's  employment at any time, but any
termination by CFS Bank, other than  Termination for Cause,  shall not prejudice
the  Executive's  right to  compensation or other benefits under this Agreement.
The Executive shall not have the right to receive compensation or other benefits
for any period after Termination for Cause as defined in Section 9 hereinabove.

     (b) If the Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of CFS Bank's affairs by a notice served under
Section  8(e)(3) or  8(g)(1) of the  Federal  Deposit  Insurance  Act (12 U.S.C.
Sections  1818(e)(3) or (g)(1), CFS Bank's obligations under this contract shall
be  suspended  as  of  the  date  of  service,   unless  stayed  by  appropriate
proceedings.  If the  charges in the notice are  dismissed,  CFS Bank may in its
discretion (i) pay the Executive all or part of the compensation  withheld while
their  contract  obligations  were  suspended and (ii) reinstate (in whole or in
part) any of the obligations which were suspended.

     (c)  If  the  Executive  is  removed  and/or  permanently  prohibited  from
participating  in the conduct of the CFS Bank's affairs by an order issued under
Section  8(e)(4) or  8(g)(1) of the  Federal  Deposit  Insurance  Act (12 U.S.C.
Sections  1818(e)(4) or (g)(1),  all obligations of CFS Bank under this contract
shall terminate as of the effective date of the order,  but vested rights of the
contracting parties shall not be affected.

     (d) If CFS Bank is in default  (as  defined in Section  3(x)(1)  (12 U.S.C.
Sections  1813(x)(1) of the Federal  Deposit  Insurance Act), all obligations of
CFS Bank under this contract shall terminate as of the date of default, but this
paragraph shall not affect any vested rights of the contracting parties.

     (e) All  obligations  of CFS Bank under this contract  shall be terminated,
except to the extent  determined that  continuation of the contract is necessary
for the  continued  operation  of the  institution,  (i) by the Federal  Deposit
Insurance  Corporation("FDIC"),  at the



                                      -15-
<PAGE>


time FDIC enters into an agreement to provide  assistance to or on behalf of CFS
Bank under the authority contained in Section 13(c) (12 U.S.C. Sections 1823(c))
of the  Federal  Deposit  Insurance  Act;  or  (ii)  by  the  Office  of  Thrift
Supervision  ("OTS")  at the time the OTS or its  District  Director  approves a
supervisory  merger to resolve problems related to the operations of CFS Bank or
when CFS Bank is  determined  by the OTS or FDIC to be in an unsafe  or  unsound
condition.  Any rights of the parties that have already vested,  however,  shall
not be affected by such action.

     (f) Any  payments  made to the  Executive  pursuant to this  Agreement,  or
otherwise,  are  subject  to and  conditioned  upon  compliance  with 12  U.S.C.
Sections 1828(k).

                   [Signatures appear on the following page.]


                                      -16-
<PAGE>


                                   SIGNATURES

     IN  WITNESS  WHEREOF,  Columbia  Federal  Savings  Bank and  Queens  County
Bancorp,  Inc. have caused this Employment Agreement to be executed and its seal
to be affixed  hereunto by its duly  authorized  officer and its directors,  and
Executive has signed this Employment Agreement, on the 27th day of June, 2000.

ATTEST:                            CFS BANK


/s/ Mark A. Ricca                  BY: /s/ Philip S. Messina
--------------------------             ---------------------------
Secretary                              Duly Authorized Officer



          [SEAL]

ATTEST:                            QUEENS COUNTY BANCORP, INC.


/s/ Michael J. Lincks              BY: /s/ Joseph R. Ficalora
--------------------------             ---------------------------
Secretary                              Duly Authorized Officer



           [SEAL]

WITNESS:

/s/ Mark A. Ricca                  /s/ William J. Jennings
--------------------------         ---------------------------
                                   Executive


                                      -17-
<PAGE>