EXHIBIT 99.5
REVOCABLE PROXY
HAVEN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
April 22, 1998
9:00 a.m.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints the official proxy committee of
the Board of Directors of Haven Bancorp, Inc. (the "Company"),
each with full power of substitution, to act as attorneys and
proxies for the undersigned, and to vote all shares of Common
Stock of the Company which the undersigned is entitled to vote
only at the Annual Meeting of Stockholders, to be held on April
22, 1998, at 9:00 a.m., at the Holiday Inn Crowne Plaza, 104-04
Ditmars Avenue, East Elmhurst, New York, and at any adjournments
thereof.
This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted FOR each of
the proposals listed. If any other business is presented at the
Annual Meeting, this proxy will be voted by those named in this
proxy in their best judgment. At the present time, the Board of
Directors knows of no other business to be presented at the
Annual Meeting.
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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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The undersigned acknowledges receipt from the Company prior to
the execution of this proxy of a Notice of Annual Meeting of
Stockholders and of a Proxy Statement dated March 18, 1998 and of
the Annual Report to Stockholders.
Please sign exactly as name appears on this card. When signing
as attorney, executor, administrator, trustee or guardian, please
give full title. If shares are held jointly, each holder may
sign but only one signature is required.
Date: , 1998
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Signature
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Signature, if held jointly
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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