QUEENS COUNTY BANCORP, INC.
                              EMPLOYMENT AGREEMENT


     AGREEMENT,  by and  between  Queens  County  Bancorp,  Inc.  (the  "Holding
Company"),  a  corporation  organized  under  the  laws of  Delaware,  with  its
principal  administrative office at 38-25 Main Street,  Flushing,  New York, and
William J.  Jennings  (the  "Executive"),  made June 27, 2000.  Any reference to
"Bank" herein shall mean Queens County Savings Bank or any successor thereto.

     WHEREAS,  Haven Bancorp,  Inc.,  ("Haven"),  a Delaware corporation and 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 Columbia Federal Savings Bank ("CFS
Bank"),  a wholly  owned  subsidiary  of  Haven,  shall  become  a  wholly-owned
subsidiary of the Holding Company and a sister company of the 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,  200,0 and the
Executive and CFS Bank are parties to a change in 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 the 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,  the Holding  Company  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 the  Holding
Company 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.



<PAGE>

Notwithstanding  any  provision  herein  to the  contrary,  to the  extent  that
payments and benefits are paid to or received by the  Executive  under either of
the Prior  Agreements,  the amount of such payments and benefits paid under such
Prior  Agreement will be subtracted  from any amount due  simultaneously  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 reason of 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
Executive Vice President and a Director of the Holding Company, and as Executive
Vice  President  and  a  Director  of  the  Bank.  The  Executive  shall  render
administrative  and  management  services  to the  Holding  Company  such as are
customarily  performed by persons in a similar  executive  capacity.  Failure to
reelect  Executive as Executive Vice President of the Holding Company or failure
to reelect  Executive as Executive  Vice  President or a Director of the Bank or
President  or a  Director  of CFS Bank or  failure  of the  Holding  Company  to
re-nominate  or of its  shareholders  to re-elect the Executive as a Director of
the Holding  Company  without the consent of the  Executive  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 the Holding Company 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.




                                      -2-
<PAGE>

     (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 the Holding Company 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,  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 the Holding
Company,  or materially affect the performance of Executive's duties pursuant to
this Agreement.

     (c)  Notwithstanding   anything  herein  contained  to  the  contrary:  (i)
Executive's employment with the Holding Company may be terminated by the Holding
Company 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  the  Holding
Company, 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.

     (e) In the event that Executive's duties and responsibilities  with respect
to the Bank are temporarily or permanently  terminated  pursuant to Section 9 of
the  Employment  Agreement  dated June 27, 2000 between  Executive  and CFS Bank
("Bank  Agreement")  and the course of conduct  upon which such  termination  is
based would not constitute  grounds for Termination for Cause under Section 9 of
this Agreement  then Executive  shall,  to the extent  practicable,  assume such
duties and responsibilities formerly performed at the Bank as part of his duties
and responsibilities as Executive Vice President of the Holding Company. Nothing
in this provision  shall be interpreted  as  restricting  the Holding  Company's
right to  remove  Executive  for  Cause in  accordance  with  Section  9 of this
Agreement.

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. The  Holding
Company 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



                                      -3-
<PAGE>

plan maintained by the 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),  the Holding  Company shall also
provide  Executive at no cost to Executive  with all such other  benefits as are
provided uniformly to permanent  full-time  employees of the Holding Company and
the Bank.

     (b) The Holding Company 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 the Holding  Company 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 the Holding Company may make such
changes  to such  plans,  agreements  or  perquisites  generally  provided  on a
nondiscriminatory  basis to all  employees,  without  the  Executive's  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  plans,  medical coverage or any other employee benefit plan
or arrangement made available by the Holding Company 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 the Holding Company 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 4
and other  compensation  provided  for by  paragraph  (b) of this Section 4, the
Holding Company 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.

     (d)  In  the  event   that   Executive   assumes   additional   duties  and
responsibilities  pursuant to Section 3(c) of this Agreement by reason of one of
the circumstances contained in Section 3(c) of this Agreement, and the Executive
receives or will receive less than the full amount of compensation  and benefits
formerly  entitled to him under the Bank  Agreement,



                                      -4-
<PAGE>

the Holding  Company shall assume the  obligation to provide  Executive with his
compensation  and  benefits  in  accordance  with  the Bank  Agreement  less any
compensation  and  benefits  received  from the Bank,  subject  to the terms and
conditions of this Agreement  including the termination for Cause  provisions in
Section 9.

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 the  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;  for  Disability,  as defined in Section 7 hereof;  upon
Retirement,  as defined in Section 8 hereof; or for Cause, as defined in Section
9 hereof;  (ii) Executive's  resignation from the Holding Company's employ, upon
any (A)  failure to elect or reelect or to  appoint or  reappoint  Executive  as
Executive Vice President,  (B) unless consented to by the Executive,  a 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  adverse  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,
or a material  reduction in the benefits and  perquisites  to the Executive from
those being provided as of the effective date of this Agreement, (D) liquidation
or dissolution of the Bank or Holding  Company,  or (E) material  breach of this
Agreement by the Holding Company.  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,  the Holding  Company
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
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 for such
years,  and  the  amount  of any  benefits  received  or to be  received  by the
Executive  or  contributions  made  or to be  made on  behalf  of the  Executive
pursuant to any employee benefit plans maintained by the Bank during such years.
At the election of the  Executive,  which  election is to be made within  thirty
(30) days of the Date of Termination,



                                      -5-
<PAGE>


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,  the Holding Company
  will cause to be  continued  life,  medical,  dental and  disability  coverage
  substantially  identical to the coverage maintained by the Bank or the Holding
  Company for Executive prior to his termination. 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 the Bank or the  Holding  Company as set forth
below.  For  purposes  of this  Agreement,  a "Change in Control" of the Bank or
Holding  Company shall mean an event of a nature that:  (i) would be required to
be reported  in  response to Item l(a) of the current  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 the 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.  Section  303.4(a)  with
respect to the 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 the 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
the Bank or the Holding  Company  representing  20% or more of the Bank's or the
Holding Company's  outstanding  securities except for any securities of the Bank
purchased by the Holding  Company in connection  with the conversion of the Bank
to the stock form and any  securities  purchased  by the 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



                                      -6-
<PAGE>

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; or (C) a plan of reorganization,  merger, consolidation,
sale of all or  substantially  all the assets of the Bank or the Holding Company
or similar  transaction  occurs in which the Bank or Holding  Company is not the
resulting  entity;  or (D) a proxy  statement  shall be  distributed  soliciting
proxies from  stockholders  of the Holding  Company,  by someone  other than the
current  management of the Holding 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 such plan or
transaction  are exchanged for or converted  into cash or property or securities
not issued by the Bank or the Holding Company; or (E) a tender offer is made for
20% or  more of the  voting  securities  of the  Bank or  Holding  Company  then
outstanding.

     (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.

     (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,  or
termination for Cause.

     (d) Upon the occurrence of a Change in Control  followed by the Executive's
termination of employment,  the Holding  Company 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 to any employee benefit plans, on behalf of the Executive, maintained




                                      -7-
<PAGE>

by the Bank or the Holding  Company  during such years except to the extent such
benefits are otherwise  payable to the  Executive  under the terms of 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 the Bank. At
the election of the  Executive,  which election is to be made within thirty (30)
days of the Date of Termination  following a Change in Control, 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,  the Holding Company will cause to be continued life,
medical,  dental and disability coverage substantially identical to the coverage
maintained by the 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  pursuant to such  section.  Such  election  shall be
irrevocable for the year for which such election is made.

     (g) In each calendar year that Executive is entitled to receive payments or
benefits under the provisions of the Employment Agreement with the Bank 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



                                      -8-
<PAGE>

     (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 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 the Holding
Company, he shall have been absent from his duties with the Holding Company 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,  the Holding  Company may
terminate Executive's employment for "Disability."


                                      -9-
<PAGE>


     (b) The Holding Company 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 the
Holding Company in the same capacity as he was employed prior to his termination
for Disability and pursuant to an employment agreement between Executive and the
Holding Company;  (ii)  Executive's  full-time  employment by another  employer;
(iii)  Executive  attaining the normal age of  retirement or receiving  benefits
under the Bank's  Defined  Benefit  Plan;  (iv)  Executive's  death;  or (v) the
expiration of the term of this Agreement.  Notwithstanding  any other provisions
to the  contrary,  the Holding  Company may apply any proceeds  from  disability
income insurance for Executive which was paid for by the Bank or Holding Company
as partial satisfaction of its obligations under this Section.

     (c) The Holding  Company will cause to be continued life,  medical,  dental
and disability  coverage  substantially  identical to the coverage maintained by
the Holding Company 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 the Holding Company, in the same capacity
as he was employed  prior to his  termination  for Disability and pursuant to an
employment agreement between Executive and the Holding Company; (ii) Executive's
fulltime employment by another employee;  (iii) Executive's attaining the normal
age of retirement or receiving  benefits under the Bank's Defined  Benefit Plan;
(iv) the Executive's death; or (v) the expiration of the term of this Agreement.

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

8.   TERMINATION UPON RETIREMENT.

     Termination by the Holding  Company of the Executive  based on "Retirement"
shall mean  termination  in  accordance  with the  Holding  Company's  or 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 the Holding  Company or the Bank and other plans to which Executive is a
party, and shall be entitled to the benefits, if any, as a former employee under
the Holding  Company's  or the Bank's  employee  benefit  plans and programs and
compensation plans and programs.

9.   TERMINATION FOR CAUSE.

     The term "Termination for Cause" shall mean termination because of personal
dishonesty  which  results  in  loss  to  the  Holding  Company  or  one  of its
affiliates,  intentional



                                      -10-
<PAGE>

failure  to  perform  stated  duties,  or 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 the Holding Company or one
of its affiliates.  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 or omission was in
the best interest of the Holding Company or its affiliates.  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 any
unvested  awards  granted to  Executive  under any RRP of the 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 the Holding Company 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.

     (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 not be less  than  thirty  (30) days from the date such  Notice of
Termination is given).

     (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,



                                      -11-
<PAGE>

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,  the
Holding  Company 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) The Holding  Company may  terminate the  Executive's  employment at any
time, but any  termination by the Holding  Company,  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 the Holding  Company 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 the Holding  Company as may  reasonably be required by the Holding
Company in connection with any litigation in which it or any of its subsidiaries
or affiliates is, or may become, a party. The Holding Company will reimburse the
Executive for  reasonable  costs  incurred by the  Executive in connection  with
furnishing such information and assistance to the Holding Company.

12.  NON-DISCLOSURE OF HOLDING COMPANY BUSINESS.

     Executive  recognizes and  acknowledges  that the knowledge of the business
activities  and  plans  for  business  activities  of the  Holding  Company  and
affiliates  thereof,  as it may exist from time to time, is a valuable,  special
and unique  asset of the  business of the 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 the 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



                                      -12-
<PAGE>


and/or  economic  principles,  concepts  or  ideas  which  are  not  solely  and
exclusively  derived  from the  business  plans and  activities  of the  Holding
Company.  In the event of a breach or threatened  breach by the Executive of the
provisions  of  this  Section,  the  Holding  Company  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 the
Holding  Company 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 the Holding Company from pursuing any other remedies
available to the Holding Company 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 the  Holding  Company  subject  to Section 14
hereof.  The Holding  Company may use  insurance  proceeds  especially  obtained
therefore as partial payment in the event of disability.

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 the Holding Company or any
predecessor  of the Holding  Company 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 BANK 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 Employment Agreement of even date herewith between Executive
and the Bank, such  compensation  payments and benefits paid by the Bank will be
subtracted  from any  amount  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 the 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,



                                      -13-
<PAGE>

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.  SUCCESSOR AND ASSIGNS.

     This Agreement will inure to the benefit of and be binding upon  Executive,
his legal representatives and testate or intestate distributees, and the Holding
Company,  its  successors  and  assigns,  including  any  successor by purchase,
merger,  consolidation or otherwise or a statutory  receiver or any other person
or firm or  corporation  to which all or  substantially  all of the  assets  and
business of the Holding Company may be sold or otherwise  transferred.  Any such
successor of the Holding  Company shall be deemed to have assumed this Agreement
and to have  become  obligated  hereunder  to the  same  extent  as the  Holding
Company, and Executive's  obligations  hereunder shall continue in favor of such
successor.

19.  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.

20.  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.

21.  GOVERNING LAW.




                                      -14-
<PAGE>


     This  Agreement  shall be  governed  by the laws of the State of  Delaware,
unless otherwise specified herein.

22.  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 the 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 a Notice of Termination for Cause pursuant to section 9.

23.  INDEMNIFICATION AND ATTORNEYS' FEES.

     (a) The Holding Company 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) The Holding Company 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 the Holding Company to the same extent and upon the same
terms and conditions as other similarly  situated  officers and directors of the
Holding Company. If and to the extent that the Holding Company maintains, at any
time during the  Employment  Period,  an  insurance  policy  covering  the other
officers and  directors of the Holding  Company  against law suits,  the



                                      -15-
<PAGE>


Holding  Company  shall use its best  efforts to cause  Executive  to be covered
under such policy upon the same terms and conditions as other similarly situated
officers and directors.

                   [Signatures appear on the following page.]




                                      -16-
<PAGE>




                                   SIGNATURES

     IN WITNESS WHEREOF,  Queens County Bancorp, Inc. has 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:                            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>