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                                                                   EXHIBIT 10.12


















                              LONG ISLAND BANCORP, INC.
       ________________________________________________________________________

                    NON-EMPLOYEE DIRECTORS RETIREMENT BENEFIT PLAN
       ________________________________________________________________________









                                                                      June 1997

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                               LONG ISLAND BANCORP, INC
   ____________________________________________________________________________

                    Non-Employee Directors Retirement Benefit Plan
   ____________________________________________________________________________
 
                                        *****









TOPIC                                                                 PAGE
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PURPOSE.................................................................1

DEFINITIONS.............................................................1

RETIREMENT BENEFITS.....................................................3

PLAN ADMINISTRATION.....................................................4


GENERAL PROVISIONS......................................................4

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                              LONG ISLAND BANCORP, Inc.

                    Non-Employee Directors Retirement Benefit Plan

                                        *****

    1.   PURPOSE.  The purpose of the Non-Employee Directors Retirement Benefit
Plan (the "Plan") is to strengthen the ability of Long Island Bancorp, Inc. (the
"Company") to attract and retain the services of experienced and knowledgeable
non-employee directors through the provision of reasonable and competitive
benefits upon the retirement of such directors from the Company's Board of
Directors (the "Board").

    2.   DEFINITIONS.   For purposes of the Plan, the following terms shall
have the meanings set forth below:
    
         2.1  "BANK" means The Long Island Savings Bank, FSB.

         2.2  ''BENEFICIARY'' means the person or persons designated by the
Eligible Director to receive benefits under this Plan in the event of the
Eligible Director's death.

         2.3  "BOARD" means the Board of Directors of the Company, as
constituted from time to time.

         2.4  "CHANGE OF CONTROL" means (a) a change in control of the Bank or
the Company of a nature that would be required to be reported in response to
Item 1 of the current report on Form 8-K, as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the Exchange Act, other than any change in
control directly related to or in connection with the conversion of the Bank
from a federally chartered mutual savings bank to a federally chartered stock
savings bank; (b) a change in control of the Bank or the Company within the
meaning of 12 U.S.C. Section 1817(i), the Change in Bank Control Act, and 12
C.F.R. Section 574.4 of the Acquisition of Control of Savings Association
regulations of the office of Control of Savings Association regulations of the
Office Thrift Supervision, other than any change in control directly related to
or in connection with the conversion of the Bank from a federally chartered
mutual savings bank to a federally chartered stock savings bank; (c) individuals
who constitute the Board as of the effective date of the Plan (the "Incumbent
Board") cease for any reason, including in connection with the conversion of the
Bank from a federally chartered mutual savings bank to a federally chartered
stock savings bank, to constitute at least a majority thereof, provided that any
person becoming a director subsequent to the effective date of the Plan whose
election was approved by a vote of at least three-quarters of the directors then
comprising the Incumbent Board, or whose nomination for election by the
Company's shareholders, as the case may be, was approved by the Company's
nominating committee then serving under the Board, shall be, for purposes of
this clause (c), considered as though he or she was a member of the Incumbent
Board (but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or threatened
election contest (as such terms are 

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used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual threatened solicitation of proxies or consents); (d) approval by
the shareholders of the Bank or the Company, as the case may be, of a
reorganization, merger or consolidation, or the consummation of any such
reorganization, merger or consolidation, other than, in any case (i) any such
transaction occurring in connection with or directly related to the conversion
of the Bank from a federally chartered mutual savings bank to a federally
chartered stock savings bank, or (ii) a reorganization, merger or consolidation
with respect to which all or substantially all of the individuals and entities
who were the beneficial owners, immediately prior to such reorganization, merger
or consolidation, of the Voting Interest in the Company beneficially own,
directly or indirectly, immediately after such reorganization, merger or
consolidation more than eighty percent (80%) of the Voting Interest of the
corporation or other entity resulting from such reorganization, merger or
consolidation in substantially the same proportions as their respective
ownership, immediately prior to such reorganization, merger or consolidation, of
the Voting Interest in the Company; (e) approval by the shareholders of the Bank
or the Company, as the case may be, of (i) a complete liquidation or dissolution
of the Bank or the Company, or (ii) the sale or other disposition of all or
substantially all of the assets of the Company, or the occurrence of any such
liquidation, dissolution, sale or other disposition, other than, in any case, to
a Subsidiary, directly or indirectly, of the Company, or any Affiliate, or in
connection with or directly related to any conversion of the Bank from a
federally chartered mutual savings bank to a federally chartered stock savings
bank; and/or (f) the solicitation of proxies from shareholders of the Company,
by someone other than the current management of the Company and without the
approval of the Board, seeking shareholder approval of a plan of reorganization,
merger or consolidation of the Bank and/or the Company with one or more
corporations as a result of which the shareholders' interests in the Bank and/or
the Company are actually exchanged for or converted into securities not issued
by the Bank and/or the Company.

    2.5  "COMPANY" means Long Island Bancorp, Inc., a Delaware corporation, or
any successor corporation.

    2.6  "CREDITED SERVICE" means the number of years (rounded up to the next
whole number) which represents an Eligible Director's years of service as a
director of the Bank or the Company (including partial years of service and
service as a trustee or director of the Bank or the Company prior to the
implementation of this Plan).

    2.7  "ELIGIBLE DIRECTOR" means any non-employee Director of the Company (i)
who is not and has never been an employee of the Company or the Bank; (ii) who
is or becomes a member of the Board and whose subsequent retirement from the
Board is in accordance with the requirements and provisions of this Plan; and
(iii) who has not accrued and is not eligible to receive retirement benefits
under any other qualified or non-qualified pension or retirement benefit plan of
the Bank or the Company; provided, that anything in this paragraph to the
contrary notwithstanding, the term "Eligible Director" shall include any person
serving as Director Emeritus of the Company or the Bank as of the Effective Date
of the Plan.  Upon a Change of Control, any Director of the Company with five
(5) or more years of Board service, shall be deemed an Eligible Director.

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    2.8  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as in effect
and as amended from time to time, or any successor statute thereto, together
with any rules, regulations and interpretations promulgated thereunder or with
respect thereto, as the same may be in effect from time to time.

    2.9  "MEETING FEE" means the fee paid to an Eligible Director for
attendance at any regular meeting of the Board in effect at the time of such
Eligible Director's retirement.

    2.10 "PAYMENT DATE" means the date of the Company's monthly board of
directors meetings, or such other date in the month as may be determined by the
Company.

    2.11 "PLAN" means the Long Island Bancorp, Inc. Non-Employee Directors
Retirement Benefit Plan, as set forth herein.

    2.12 "RETAINER" means the annual retainer fee paid to each non-employee
Director in effect at the time of an Eligible Director's retirement.


    2.13 "RETIREMENT" means the voluntary or involuntary termination of an
Eligible Director from active service on the Board on or after the attainment of
age 65, except in the event of a Change of Control in which case any termination
of an Eligible Director shall be deemed a Retirement.

    3.   RETIREMENT BENEFITS


    3.1  The full retirement benefit (the "full benefit") payable under the
Plan shall be equal to the sum of (a) the annual retainer in effect on the date
of the Eligible Director's retirement from the Board and (b) the product of the
Board meeting fee in effect on that date multiplied by the number of regular
Board meetings then scheduled within a calendar year. Such retirement benefit
shall be payable on each Payment Date beginning with the Payment Date
immediately following the Eligible Director's retirement and ending with the
120th payment.

    3.2  No Eligible Director shall receive the full benefit under this Plan
until such Eligible Director completes fifteen years of Credited Service on the
Board. In the case of any breaks in service, all periods of service shall be
aggregated to determine the length of Credited Service. Upon the Eligible
Director's retirement after completion of the required period of Credited
Service, the Eligible Director's full benefit shall be deemed to have been
earned and is thereafter payable in accordance with Paragraph 3.1 and the other
provisions of the Plan.

    3.3  In the event that an Eligible Director retires from the Board with a
minimum of five but less than fifteen years of Credited Service, such Eligible
Director shall receive a 

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reduced annual retirement benefit (the "reduced benefit") equal to the product
of (a) the full annual retirement benefit as determined in Paragraph 3.1 and (b)
a fraction, the numerator of which is the Eligible Director's number of years of
Credited Service and the denominator of which is fifteen. Such reduced benefit
shall be paid in the manner described in Paragraph 3.1 and in accordance with
the other provisions of the Plan.  

    3.4  In the event of the death of the Eligible Director after payments have
commenced under this Plan, any remaining unpaid retirement benefit payments
shall be paid to the beneficiary or beneficiaries most recently designated by
the Eligible Director prior to his or her death, or in the absence of such
designation, to the Eligible Director's estate. The remaining payments shall be
made to the designated beneficiary in the same amount(s) and at the same time(s)
that such payments would have been made to the Eligible Director. In the event
of the death of an Eligible Director while still serving on the Board, such
Eligible Director will be deemed to have retired from Board service for purposes
of this Plan and any payment(s) that would have inured to the benefit of such
Eligible Director under Paragraphs 3.1 and 3.2 and the other provisions of the
Plan, will be paid to such Eligible Director's beneficiaries or estate as set
forth above.

    3.5  In the event that an Eligible Director who is receiving retirement
benefits under the Plan returns to serve as an active Director, payments under
the Plan shall be suspended until the Payment Date immediately following the
termination of such additional Board service. Upon the termination of such
additional Board service, the retirement benefit shall be adjusted (if
necessary) to reflect the Board retainer and meeting fees in effect at the time
of such termination, and the duration of the retirement benefit shall be
extended (if necessary) to reflect the period of suspension. In the event that
an Eligible Director becomes an employee of the Bank or the Company, retirement
benefit payments hereunder shall cease and the Eligible Director shall have no
further rights to such benefits under the Plan.
    
    4.   PLAN ADMINISTRATION.

    4.1  The Plan shall be administered by the Board of Directors of the
Company. The Board shall have full power and authority to interpret, construe
and administer the Plan and to review each director's eligibility for benefits
under the Plan, and the Board's interpretations and constructions of the Plan
and actions thereunder shall be binding and conclusive on all persons and for
all purposes.

    4.2  The Board shall establish and maintain Plan records and may arrange
for the engagement of consultants or legal counsel, and make use of such agents
and other Company personnel, as it requires or deems advisable for purposes of
the Plan. The Board may rely upon the written opinion of such consultants and
counsel and may delegate to any agent, member of the Board or employee of the
Company, its authority to perform any act hereunder, including without
limitation, those matters involving the exercise of discretion, provided that
such delegation shall be subject to revocation at any time.

    5.   GENERAL PROVISIONS.

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    5.1  AMENDMENT AND TERMINATION. The Plan may be amended, suspended or
terminated, in whole or in part, by the Board, but no such action shall
retroactively impair or otherwise adversely affect the rights of any person to
receive benefits under the Plan which have accrued prior to the date of such
action.  Upon a Change of Control, this plan may not be amended or terminated.
         
    5.2  ASSIGNMENT. No right to any amount payable at any time under the Plan
may be assigned, transferred, pledged, or encumbered, either voluntarily or by
operation of law, except as provided expressly herein. This Plan shall be
binding upon and inure to the benefit of the Company and its successors and
assigns, and the Participant, his or her Beneficiary and estate.

    5.3  BENEFICIARY DESIGNATION.  Each Eligible Director may designate a
beneficiary or beneficiaries to receive any payments which under the terms of
the Plan may be or may become payable on or after the Eligible Director's death.
At any time, and from time to time, such designation may be changed or canceled
by the Eligible Director without the consent of any such beneficiary. Any such
designation, change or cancellation must be on a form provided for that purpose
by the Company and shall not be effective until actually received by the
Company. If no beneficiary has been properly designated by a deceased Eligible
Director, the beneficiary shall be the Eligible Director's estate.

    5.4  CONSULTING ARRANGEMENTS.  An Eligible Director who enters into a
consulting arrangement with the Bank or the Company subsequent to his or her
retirement from the Board, and who would otherwise be eligible to receive
benefits under this Plan, shall continue to be eligible to receive such benefits
provided, however, that such consulting arrangement does not constitute
employment by the Bank or the Company.

    5.5  GOVERNING LAW.  The Plan and all actions taken thereunder shall be
governed by and construed in accordance within the laws of the State of New
York, without reference to the principles of conflict of laws thereof. Any
titles and headings herein are for reference purposes only, and shall in no way
limit, define or otherwise affect the meaning, construction or interpretation of
any provisions of the Plan.

    5.6  SOURCE OF PAYMENTS.  All payments provided for under the Plan shall be
paid from the general assets of the Company. Nothing contained in this Plan, and
no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind between the Company and any Eligible Director or
Beneficiary. To the extent that any Eligible Director or Beneficiary acquires a
right to receive payment(s) from the Company hereunder, such right shall be no
greater than the right of an unsecured creditor of the Company.

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    5.7  WITHHOLDING.  The Company may withhold from any benefits payable under
this Plan all Federal, state, city or other taxes as shall be required pursuant
to any applicable law or governmental regulation or ruling.

    5.8  EFFECTIVE DATE.  The Plan shall be effective upon the date of its
adoption by the Board, which date shall be recorded in the Board's minutes.