EXHIBIT 99.4
March 18, 1998
Dear Participant::
As of March 4, 1998, the trust ("ESOP Trust") established for the
Columbia Federal Savings Bank (the "Bank") Employee Stock Ownership
Plan ("ESOP") held 650,348 shares of common stock of Haven Bancorp,
Inc. (the "Company"), the parent holding company for the Bank, for
the benefit of participants in the ESOP. As a participant in the
ESOP, you may direct the voting of the shares of the Company's
common stock held by the ESOP Trust allocated to your account.
An unrelated corporate trustee for the ESOP has been appointed,
ChaseMellon Shareholder Services L.L.C. (the "ESOP 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 ESOP Trustee. The ESOP Trustee will
vote those shares of the Company's common stock held in the ESOP
Trust allocated to participants in accordance with instructions of
the participants.
As of the Record Date, March 4, 1998, 279,558 shares of Common
Stock in the ESOP had been allocated to participating employees.
The ESOP Trustee will vote the allocated shares held in the ESOP
Trust in accordance with instructions of the participants. All
unallocated shares held in the ESOP Trust, and allocated shares
with respect to which no written instructions are received, will be
voted by the Trustee in the same proportion as those allocated
shares for which voting instructions are received, so long as such
vote is in accordance with the provisions of the Employment
Retirement Income Security Act of 1974, as amended.
At this time, in order to direct the voting of shares allocated to
your account under the ESOP, 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 ESOP Trustee will vote the shares in the ESOP 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, understand that the ESOP Trustee is the holder
of record and custodian of all shares of Haven Bancorp, Inc. (the
"Company") common stock allocated to me under the Columbia Federal
Savings Bank Employee Stock Ownership Plan and Trust ("ESOP
Trust"). Further, I understand that my voting instructions are
solicited on behalf of the Company's Board of Directors for the
Annual Meeting of Stockholders on April 22, 1998, and any
adjournments thereof. Accordingly, you are instructed to vote all
shares allocated to me and held by the ESOP Trust as set forth on
the reverse side.
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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 ESOP Trustee for the Annual
Stockholder Meeting to be held on April 22, 1998, and any
adjournments thereof. The ESOP Trustee is hereby authorized to
vote the shares allocated to me, in its trust capacity, as
indicated above. I understand that if I sign this form without
indicating specific instructions, shares allocated 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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