Exhibit 10.6


                              CONSULTING AGREEMENT


         CONSULTING  AGREEMENT dated as of this 27th day of June, 2000,  between
Queens County Bancorp, a corporation organized under the laws of Delaware,  with
its principal  administrative  office at 38-25 Main Street,  Flushing,  New York
("Queens"),  and  Columbia  Federal  Savings  Bank,  now known as CFS Bank ("CFS
Bank"), a federally  chartered  savings bank, with its principal  administrative
office at 615 Merrick  Avenue,  Westbury,  NY 11590,  and Philip S. Messina (the
"Consultant").

         WHEREAS,  Consultant  is  currently  employed  as  Chairman  and  Chief
Executive Officer of Haven Bancorp, Inc., a corporation organized under the laws
of Delaware, which is the principal holding company for CFS Bank ("Haven");

         WHEREAS,  Consultant  is  currently  employed  as  Chairman  and  Chief
Executive Officer of CFS Bank;

         WHEREAS,  Haven has entered into an  Agreement  and Plan of Merger (the
"Merger  Agreement") with Queens County Bancorp,  Inc.  ("Queens"),  dated as of
even date herewith, pursuant to which Haven will merge with and into Queens (the
"Merger") with Queens being the surviving corporation; and

         WHEREAS, upon the terms and subject to the conditions set forth in this
Agreement,  Queens  desires  that  Consultant  continue  to  provide  consulting
services  to  Queens  and CFS Bank  after the  "Effective  Time" as such term is
defined in the Merger  Agreement and  Consultant  desires to continue to perform
such services;

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
commitments contained in this Agreement, the parties hereto agree as follows:

         1. Consulting Period; Effect on Prior Employment Agreement

         This Agreement  shall be effective as of the Effective  Time,  provided
Consultant is employed by CFS Bank on that date and shall  continue for a period
of three (3) years  thereafter,  subject  to  earlier  termination  as  provided
herein.  The period during which Consultant is providing  services  hereunder is
hereafter referred to as the "Consulting  Period". As of the Effective Time, the
Employment  Agreement between  Consultant and Haven dated November 22, 1999 (the
"Employment Agreement"), shall terminate and become null and void; provided that
Section 7 only of the  Employment  Agreement  shall survive until the end of the
Consulting  Period and shall be deemed to cover any services provided under this
Agreement.  In consideration of the services rendered by the Consultant to Haven
and CFS Bank prior to the Effective Time, the Consultant's

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willingness to enter into this Agreement, and the satisfaction of all of Haven's
obligations under the Employment Agreement, the Company shall pay the Consultant
in cash the amount  calculated  and payable under  Section 11 of the  Employment
Agreement at the  Effective  Time;  provided that such payment shall not include
any amounts  provided to Consultant  under Section 15 or any other  provision of
the Employment  Agreement for tax indemnification for excise taxes imposed under
Section 4999 of the Internal Revenue Code of 1986, as amended.

         2. Duties and Services

              (a) Commencing on the Effective Date, Consultant is engaged to act
as a general  consultant  to Queens  and to CFS Bank with  respect to CFS Bank's
business (the  "Business").  Consultant shall perform services for Queens or CFS
Bank as are reasonably  requested by the Board of Directors of Queens,  and such
services  shall  include,   but  not  be  limited  to,  assisting  CFS  Bank  in
establishing,   promoting  and  maintaining  good  business   relationships  and
developing the Business.

              (b) Queens, CFS Bank and Consultant shall make good faith attempts
to schedule any  consulting  services so as not to interfere  unreasonably  with
Consultant's other business  activities.  It is understood that Consultant shall
be an  independent  contractor  and  not  an  employee  who  may be  engaged  in
employment for other persons and who may render other consulting services during
the period of this Consulting Agreement, subject to the limitations of Section 6
hereof.

              (c) Consultant  shall be responsible for the payment of applicable
taxes  levied or based  upon the  income of  Consultant  or the fees  payable to
Consultant by CFS Bank  including,  but not limited to, SECA and federal,  state
and local income taxes.

         3. Compensation; Use of Office; Car

              (a) As  compensation  for his services  hereunder,  Queens and CFS
Bank shall pay Consultant,  during the Consulting  Period, a consulting fee (the
"Consulting  Fee")  at the  rate  of  $500,000  per  year,  payable  in  monthly
installments  commencing at the Effective Time. Consultant  acknowledges that as
an  independent  contractor he is not entitled to  participate in or receive any
benefit or right  offered to employees  of CFS Bank under any  employee  benefit
plan, including without limitation, medical and health insurance.

              (b) Queens and CFS Bank shall  provide  Consultant  at its expense
with an office  located on the  premises of CFS Bank,  use of a secretary  and a
computer  if such are  necessary  to enable  Consultant  to  perform  his duties
hereunder.

              (c) Consultant  shall receive the use of a car leased by Queens or
CFS Bank during the Consulting  Period,  such car to be of similar value as that
leased by Haven or CFS Bank for

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Consultant's  use as of the date  hereof.  Queens or CFS Bank shall also pay all
costs of car insurance, repairs, maintenance, fuel and parking for such car.

         4. Expenses

         Consultant  shall  be  entitled  to  reimbursement  for all  reasonable
out-of-pocket expenses necessarily incurred in the performance of his duties for
Queens or CFS Bank hereunder, upon submission and approval of written statements
and bills in accordance with the then regular procedures of CFS Bank.

         5. Confidential Information; Covenant not to Compete

              (a) Consultant  agrees that during the Consulting Period and for a
period of three years following  termination of Consultant's  services to Queens
and CFS Bank, Consultant shall keep secret and confidential all business-related
information  about CFS Bank,  Queens  and its  subsidiaries,  including  without
limitation,  information  about  business  contacts,  transactions,   contracts,
intellectual property, finances,  personnel, products and pricing, customers, or
corporate affairs of which Consultant may become aware,  whether or not relating
to or arising out of Consultant's specific duties  ("Confidential  Information")
and  Consultant  shall  not  disclose  or make  known  any of such  Confidential
Information  or anything  relating  thereto to any person,  firm or  corporation
except to  officers,  directors,  employees,  agents and  advisors  of CFS Bank,
Queens  and its  subsidiaries  and such  other  persons  or  entities  as may be
authorized by Queens or CFS Bank.

              (b)  Upon   termination  of  this  Agreement,   Consultant   shall
immediately return to Queens or CFS Bank any and all Confidential Information in
his possession or under his control, including, without limitation, all reports,
analyses,  summaries,  notes, or other  documents or work papers,  containing or
based upon any Confidential Information, whether prepared by CFS Bank, Queens or
any of its subsidiaries, Consultant or any other person or entity.

              (c)  Should  any person  request  in any  manner  that  Consultant
disclose any  Confidential  Information,  Consultant  shall  immediately  notify
Queens and CFS Bank of such  request and the content of all  communications  and
discussions relating thereto.

              (d)  Consultant   agrees  that  during  the   Consulting   Period,
Consultant will

               (i) not,  directly or indirectly  (whether as  principal,  agent,
          independent contractor,  employee or otherwise), own, manage, operate,
          join,  control or otherwise  carry on,  participate  in the ownership,
          management,  operation  or control  of, or be engaged in or  concerned
          with,  any  business  competitive  with  that of  Queens  or CFS Bank,
          provided that the Consultant  shall not be prohibited from owning less
          than  5% of any  publicly  traded  corporation,  whether  or not  such
          corporation is in competition with Queens or CFS Bank;


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               (ii)  inform any person  which  seeks to engage the  services  of
          Consultant  that  Consultant  is bound by this Section 5 and the other
          terms of this Agreement;

               (iii) not  solicit  or induce or  attempt  to  solicit or induce,
          directly or indirectly, any employee of Queens or CFS Bank, whether or
          not such person would commit a breach of any  employment  agreement by
          reason of leaving  service,  to terminate such  employee's  employment
          relationship  with  Queens or CFS Bank in order to enter into any such
          relationship  with him or any person in competition  with the business
          of Queens or CFS Bank.

              (e) Consultant  understands  and agrees that money damages may not
be a sufficient  remedy for any breach or attempted or threatened breach of this
Section 5 by Consultant and that CFS Bank, Queens and its subsidiaries  shall be
entitled to equitable  relief,  including  specific  performance  and injunctive
relief as  remedies  for any such  breach or  threatened  or  attempted  breach.
Consultant  hereby  consents to the  granting  of an  injunction  (temporary  or
otherwise)  against  Consultant  or to the  entering  of any other  court  order
against  Consultant  prohibiting and enjoining  Consultant  from  violating,  or
directing Consultant to comply with, any provision of this Section 5. Consultant
also agrees and  understands  that such remedies shall be in addition to any and
all  remedies,   including  damages,  available  to  CFS  Bank,  Queens  or  its
subsidiaries  against  Consultant  for such  breaches or threatened or attempted
breaches.

              (f) The provisions of this Section 5 shall survive any termination
or expiration of this Agreement.

         6. Termination

              (a) Queens or CFS Bank may  terminate  this  Agreement for "Cause"
(as  defined in  paragraph  (c) below) at any time and in such  event,  its only
obligation  will be to pay  Consultant  in a lump  sum any  accrued  but  unpaid
Consulting  Fee due to  Consultant  through  the  last day  Consultant  performs
services on behalf of Queens or CFS Bank.

              (b) Queens or CFS Bank may terminate this Agreement  without Cause
upon providing 30 days' prior written notice to Consultant.  In the event Queens
or CFS Bank  terminates this Agreement  without Cause,  Queens or CFS Bank shall
pay in a lump  sum the  remaining  Consulting  Fee owed  through  the end of the
Consulting Period as provided in Section 1 hereof.


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              (c) As used herein

               (i)  "Cause"  shall  mean  (A) a  determination  by the  Board of
          Directors of Queens of willful  failure of  Consultant  to perform his
          duties under this Agreement after notice and a reasonable  opportunity
          to cure,  (B) acts or  omissions  resulting  or  intended to result in
          personal gain at the expense of CFS Bank,  Queens or its  subsidiaries
          except as provided under this Agreement, (C) acts or omissions causing
          material  injury to the property  and business of CFS Bank,  Queens or
          its subsidiaries, or (D) the conviction of Consultant, or the entry of
          a plea of guilty or nolo contendere by Consultant to any felony.

               (ii) "Disability" shall mean Consultant's inability,  for reasons
          of health,  to carry out his services under this Agreement for a total
          of six months during any 12 month period of this Agreement.

              (d) In the  event of the  Consultant's  death,  Queens or CFS Bank
shall be entitled to  terminate  this  Agreement,  in which case Queens' and CFS
Bank's  obligations under this Agreement shall be limited to the payment of in a
lump sum the  Consulting  Fee owed through the end of the  Consulting  Period as
provided in Section 1 hereof.

              (e)  Queens  or  CFS  Bank  may  terminate   this   Agreement  for
"Disability"  (as defined in paragraph (c)) upon 30 days' prior written  notice.
In such event Queens' and CFS Bank's only obligation  under this Agreement shall
be to pay  Consultant in a lump sum the  Consulting  Fee owed through the end of
the Consulting Period as provided in Section 1 hereof.

         7. No Advertising or Promotion

         Consultant  agrees  that  he  will  not  use,  in  any  advertising  or
promotional material or media, the name or logo of CFS Bank, Queens or any other
Queens  entity,  or otherwise  identify  Queens or any other Queens  entity as a
client of Consultant, without Queens's prior written consent.

         8. Survival

         The covenants, agreements, representations, and warranties contained in
or made pursuant to this Agreement  shall survive  termination  of  Consultant's
services as provided herein.

         9. Entire Agreement; Modification

         This Agreement contains the entire agreement between Consultant, Queens
and CFS Bank and it is the  complete,  final  and  exclusive  embodiment  of our
agreement  with  regard to this  subject  matter.  It is  entered  into  without
reliance on any promise or representation  other than those expressly  contained
herein,  and it cannot be amended except in writing  signed by both parties.


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         In case any one or more of the  provisions  contained in this Agreement
shall,  for any reason,  be held to be invalid,  illegal or unenforceable in any
respect,  such invalidity,  illegality or unenforceability  shall not affect the
other provisions of this Agreement,  and this Agreement shall be construed as if
such  invalid,  illegal or  unenforceable  provision  had never  been  contained
herein.  If,  moreover,  any  one or more of the  provisions  contained  in this
Agreement  shall for any reason be held to be excessively  broad as to duration,
geographical  scope,  activity or subject, it shall be construed by limiting and
reducing  it,  so as  to be  enforceable  to  the  extent  compatible  with  the
applicable law as it shall then appear.

         10. Notices

         For purposes of this  Agreement,  all notices and other  communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given  when  delivered  or five (5) days  after  deposit in the United
States mail,  certified and return receipt requested,  postage prepaid,  to such
address as either party may have furnished to the other in writing in accordance
herewith,  except that notices of change of address shall be effective only upon
receipt.

         11. Waiver

         If either  party  should  waive any  breach of any  provisions  of this
Agreement,  he or it shall not thereby be deemed to have waived any preceding or
succeeding breach of the same or any other provision of this Agreement.

         12. Assignment

         This Agreement and any rights or obligations  hereunder may be assigned
by Queens' or CFS Bank to any  successor  in  interest  to Queens' or CFS Bank's
business. This Agreement may not be assigned by Consultant.

         13. Headings

         The headings of the sections hereof are inserted for  convenience  only
and shall not be deemed to  constitute  a part  hereof nor to affect the meaning
thereof.

         14. Governing Law

         This Agreement shall be governed by the laws of the State of New York.



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         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.

                                                 QUEENS COUNTY BANCORP


                                                 By: /s/ Joseph R. Ficalora
                                                 -------------------------------


                                                 COLUMBIA FEDERAL SAVINGS BANK


                                                 By: s/s/ William J. Jennings
                                                 -------------------------------


                                                 CONSULTANT


                                                 /s/ Philip S. Messina
                                                 -------------------------------
                                                 Philip S. Messina




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