EXHIBIT 99.2
March 18, 1998
Dear Participant:
As of March 4, 1998, the trust ("DRP Trust") established for the
Columbia Federal Savings Bank (the "Bank") Recognition and
Retention Plan for Outside Directors ("DRP") held 22,316 shares of
common stock of Haven Bancorp, Inc. (the "Company"), the parent
holding company for the Bank. As a participant in the DRP, you may
direct the voting of the shares of the Company's common stock held
by the DRP Trust that have been granted to you under the DRP.
An unrelated corporate trustee for the DRP has been appointed,
ChaseMellon Shareholder Services L.L.C. (the "DRP Trustee"). We,
the Board of Directors, are forwarding to you the attached Vote
Authorization Form, provided for the purpose of conveying your
voting instructions to the DRP Trustee. The DRP Trustee will vote
those shares of the Company's common stock held in the DRP Trust
that have been granted to participants in accordance with
instructions received from the participants. If the DRP Trustee
does not receive voting instructions with respect to shares that
have been granted to participants, the DRP Trustee will vote such
shares in the same proportion as those shares which have been
awarded and voted.
At this time, in order to direct the voting of shares granted to
you under the DRP, you must fill out and sign the enclosed Vote
Authorization Form and return it in the accompanying envelope.
Your vote will not be revealed, directly or indirectly, to any
director, officer or other employee of the Company or the Bank.
Your shares will be tallied by an independent source and then the
DRP Trustee will vote the shares in the DRP Trust based on the
voting instructions it has received from participants, as described
above.
Sincerely,
The Board of Directors
HAVEN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
April 22, 1998
VOTE AUTHORIZATION FORM
I, the undersigned, hereby instruct the Columbia Federal Savings
Bank Recognition and Retention Plan for Outside Directors ("DRP")
Trustee to vote all shares of common stock of Haven Bancorp, Inc.
granted to me under the DRP as set forth on the reverse side at the
Annual Meeting of Stockholders to be held on April 22, 1998, and
any adjournments thereof.
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Please mark your
votes as indicated X
in this example ---
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE LISTED PROPOSALS.
1. The Election as directors of all nominees listed: (Except as
marked to the contrary below)
Robert M. Sprotte, Michael J. Fitzpatrick, William J. Jennings,II
FOR VOTE WITHHOLD
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Instructions: To withhold your vote for any individual nominee,
write that nominee's name on the space provided below:
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2. The approval of the amendment to the Haven Bancorp, Inc. 1996
Stock Incentive Plan to increase the number of shares available for
issuance thereunder
FOR AGAINST ABSTAIN
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3. The approval of the amendment to the Certificate of
Incorporation of Haven Bancorp, Inc. to increase the number of
shares of common stock the Company is authorized to issue
FOR AGAINST ABSTAIN
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4. The ratification of KPMG Peat Marwick LLP as independent
auditors of Haven Bancorp, Inc. for the fiscal year ending December
31, 1998.
FOR AGAINST ABSTAIN
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I acknowledge that I have received from the Company prior to the
execution of this proxy a Notice of Annual Meeting of Stockholders,
a Proxy Statement dated March 18, 1998, the Annual Report to
Stockholders and a letter dated March 18, 1998 from the Board of
Directors.
I understand that my voting instructions are solicited by the Board
of Directors on behalf of the DRP Trustee for the Annual
Stockholder Meeting to be held on April 22, 1998, and any
adjournments thereof. The DRP Trustee is hereby authorized to vote
the shares granted to me, in its trust capacity, as indicated
above. I understand that if I sign this form without indicating
specific instructions, shares awarded to me will be voted FOR the
listed proposals and as recommended by the Board of Directors on
any other business that may properly come before the meeting or any
adjournment thereof.
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Signature
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Date
Please sign, date and return
this form in the enclosed
business reply envelope.
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FOLD AND DETACH HERE