Edgar Filing: BCB BANCORP INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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|_| Preliminary Proxy Statement
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BCB Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

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BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, New Jersey 07002

March 27, 2009

Dear Fellow Shareholder:

We cordially invite you to attend the Annual Meeting of Shareholders of BCB
Bancorp, Inc. The annual meeting will be held at The Chandelier Restaurant, 1081
Broadway, Bayonne, New Jersey 07002, at 10:00 a.m., Eastern time, on April 23,
2009.

The enclosed notice of annual meeting and proxy statement describe the formal
business to be transacted at the annual meeting. During the annual meeting we
will also report on the operations of BCB Bancorp, Inc. Directors and officers,
as well as a representative of our independent registered public accounting
firm, will be present to respond to any questions that shareholders may have.

The annual meeting is being held so that shareholders may vote upon the election
of four directors and the ratification of the appointment of the independent
registered public accounting firm for the year ending December 31, 2009.

The Board of Directors has determined that approval of the matters to be
considered at the annual meeting is in the best interests of shareholders. For
the reasons set forth in the proxy statement, the Board of Directors recommends
a vote "FOR" the matters to be considered.

On behalf of the Board of Directors, we urge you to sign, date and return the
enclosed proxy card in the postage-paid envelope as soon as possible, even if
you currently plan to attend the annual meeting. This will not prevent you from
voting in person, but will assure that your vote is counted if you are unable to
attend the annual meeting. Your vote is important, regardless of the number of
shares that you own. Please sign and return the enclosed proxy card promptly.
Your cooperation is appreciated, since a majority of the common stock must be
represented at the annual meeting, either in person or by proxy, to constitute a
quorum for the conduct of business.

Sincerely,

/s/ Mark D. Hogan

Mark D. Hogan
Chairman of the Board

BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, New Jersey 07002
(201) 823-0700

NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS

To Be Held On April 23, 2009

Notice is hereby given that the Annual Meeting of Shareholders of BCB
Bancorp, Inc., will be held at The Chandelier Restaurant, 1081 Broadway,
Bayonne, New Jersey 07002, on April 23, 2009 at 10:00 a.m., Eastern time.

A Proxy Card and a Proxy Statement for the annual meeting are enclosed.

The annual meeting is being held so that shareholders may vote on the
following matters:

1. The election of four directors;
2. The ratification of the appointment of our independent
registered public accounting firm for the year ending December
31, 2009; and

Such other business as may properly come before the annual meeting or any
adjournment or postponement of the annual meeting.

Any action may be taken on the foregoing proposals at the annual
meeting on the date specified above, or on any date or dates to which the annual
meeting may be adjourned. Shareholders of record at the close of business on
March 9, 2009, are the shareholders entitled to vote at the annual meeting or
any adjournments thereof.

EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING,
IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE SHAREHOLDER MAY BE
REVOKED ANY TIME PRIOR TO THE ANNUAL MEETING. A PROXY MAY BE REVOKED BY FILING
WITH OUR CORPORATE SECRETARY A WRITTEN NOTICE OF REVOCATION, SUBMITTING A DULY
EXECUTED PROXY BEARING A LATER DATE, OR BY VOTING IN PERSON AT THE ANNUAL
MEETING. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE REGISTERED IN THE
NAME OF A BROKER, BANK OR OTHER NOMINEE, YOU WILL NEED ADDITIONAL DOCUMENTATION
FROM THE RECORDHOLDER IN ORDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.

Our proxy statement, annual report to shareholders on Form 10-K and
proxy card are available on www.bcbbancorp.com. If you need directions to attend
the Annual Meeting and to vote in person, please call us at (201) 823-0700.

By Order of the Board of Directors

/s/ Mark D. Hogan

Mark D. Hogan
Chairman of the Board
Bayonne, New Jersey
March 27, 2009
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE US THE EXPENSE OF FURTHER
REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
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PROXY STATEMENT

BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, New Jersey 07002
(201) 823-0700

ANNUAL MEETING OF SHAREHOLDERS
To be Held on April 23, 2009

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INTRODUCTION
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This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of BCB Bancorp, Inc. to be used
at the Annual Meeting of Shareholders, which will be held at The Chandelier
Restaurant, 1081 Broadway, Bayonne, New Jersey 07002, on April 23, 2009, at
10:00 a.m., eastern time, and all adjournments of the annual meeting. The
accompanying Notice of Annual Meeting of Shareholders and this Proxy Statement
are first being mailed to shareholders on or about March 27, 2009.

At the annual meeting shareholders will vote on the election of four
directors, the ratification of the appointment of our independent registered
public accounting firm for the year ending December 31, 2009 and such other
matters as may properly come before the annual meeting or any adjournments
thereof.

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REVOCATION OF PROXIES

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Shareholders who complete proxies retain the right to revoke them in
the manner described below. Unless so revoked, the shares represented by such
proxies will be voted at the annual meeting and any adjournments thereof.
Proxies solicited on behalf of the Board of Directors will be voted in
accordance with the directions given thereon. Where no instructions are
indicated, validly completed proxies will be voted "FOR" the proposals set forth
in this Proxy Statement for consideration at the annual meeting.

Proxies may be revoked by sending written notice of revocation to our
Corporate Secretary at the address shown above, the submission of a later dated
proxy or by voting in person at the annual meeting. The presence at the annual
meeting of any shareholder who had returned a proxy shall not revoke such proxy
unless the shareholder delivers his or her ballot in person at the annual
meeting or delivers a written revocation to our Corporate Secretary prior to the
voting of such proxy.

If your shares of common stock are held in "street name" by a broker,
bank or other nominee, you will receive instructions from your broker, bank or
other nominee that you must follow in order to have your shares voted at the
annual meeting. If you wish to change your voting instructions after you have
returned your voting instructions to your broker, bank or other nominee you must
contact your broker, bank or other nominee. If you want to vote your shares of
common stock held in street name in person at the annual meeting, you will have
to get a legal proxy in your name from the broker, bank or other nominee who
holds your shares.

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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Holders of record of our common stock as of the close of business on
March 9, 2009, our record date, are entitled to one vote for each share then
held. As of the record date, we had 5,183,731 shares of common stock issued and
outstanding. The presence in person or by proxy of a majority of the outstanding
shares of common

stock entitled to vote is necessary to constitute a quorum at the annual
meeting. Abstentions and broker non-votes will be counted for purposes of
determining that a quorum is present.

Persons and groups who beneficially own in excess of 5% of our common
stock are required to file certain reports with the Securities and Exchange
Commission ("SEC") regarding such beneficial ownership. We are aware of one
group who beneficially owned in excess of 5% of our common stock on the record
date, that being Wellington Management Company, LLP, 75 State Street, Boston,
Massachusetts 02109 owning 268,000 shares or 5.76% of our outstanding common
stock. Wellington Management Company LLP is an investment advisor who holds such
shares of record on behalf of its clients.

In accordance with New Jersey law, a list of shareholders entitled to
vote at the annual meeting shall be made available at the annual meeting.

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VOTING PROCEDURES AND METHOD OF COUNTING VOTES
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As to the election of directors, the proxy card being provided by the
Board of Directors enables a shareholder to vote "FOR" the election of the
nominees proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" to vote
for the nominees being proposed. Under New Jersey law and our Certificate of
Incorporation and Bylaws, directors are elected by a plurality of votes cast,
without regard to either broker non-votes, or proxies as to which authority to
vote for the nominees being proposed is withheld.

As to the ratification of our independent registered public accounting
firm, by checking the appropriate box a shareholder may: (i) vote "FOR" the
item; (ii) vote "AGAINST" the item; or (iii) "ABSTAIN" from voting on such item.
Under our Certificate of Incorporation and Bylaws, the ratification of this
matter shall be determined by a majority of the votes cast, without regard to
broker non-votes or proxies marked "ABSTAIN."

The Board of Directors will designate an inspector of elections.

Regardless of the number of shares of common stock owned, it is
important that holders of a majority of the shares of our common stock be
represented by proxy or present in person at the annual meeting. Shareholders
are requested to vote by completing the enclosed proxy card and returning it
signed and dated in the enclosed postage-paid envelope. Shareholders are urged
to indicate their vote in the spaces provided on the proxy card. PROXIES
SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN ACCORDANCE WITH YOUR
INSTRUCTIONS GIVEN ON THE PROXY. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED
PROXIES WILL BE VOTED "FOR" EACH OF THE PROPOSALS TO BE CONSIDERED AT THE ANNUAL
MEETING.

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PROPOSAL I - ELECTION OF DIRECTORS
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Our Board of Directors is currently composed of 11 members and is
divided into three classes, with one class of directors elected each year. Our
directors will generally be elected to serve for a three-year period and until
their respective successors have been elected and qualified. Four directors will
be elected at the annual meeting, each to serve for a three-year period and
until his successor has been elected and shall qualify. The Board of Directors
has nominated Joseph Lyga, Alexander Pasiechnik, Joseph Tagliareni and Thomas M.
Coughlin for election as directors at the annual meeting. Each nominee of the
Board of Directors has consented to being named in this Proxy Statement.

The table below sets forth certain information, as of March 9, 2009,
regarding the composition of our Board of Directors, including the terms of
office of Board members, and information regarding our executive officers and
the executive officers of BCB Community Bank (formerly Bayonne Community Bank),
our principal operating subsidiary. It is intended that the proxies solicited on
behalf of the Board of Directors (other than proxies in which the vote is
withheld as to the nominee) will be voted at the annual meeting for the election
of the nominees identified below. If a nominee is unable to serve, the shares
represented by proxies will be voted for the election of such substitute as the
Board of Directors may recommend. At this time, the Board of Directors knows of
no reason

why any of the nominees might be unable to serve, if elected. Except as
indicated herein, there are no arrangements or understandings between the
nominee and any other person pursuant to which such nominee was selected. None
of the shares beneficially owned by directors, executive officers or nominees to
the Board of Directors have been pledged as security or collateral for any
loans.

Age At Current Shares Percent
Position(s) Held With the Record Director Term Beneficially of
Name Company or the Bank Date Since(1) Expires Owned(2) Class(2)

NOMINEES

Joseph Lyga Director 49 2000 2008 92,498(3) 1.9%
Alexander Pasiechnik Director 47 2000 2008 95,366(4) 1.9
Joseph Tagliareni Director 54 2006 2008 32,926(5) *
Thomas M. Coughlin Chief Operating Officer and 49 2002 2008 156,174(6) 3.2
Director

CONTINUING DIRECTORS

Judith Q. Bielan Director 44 2000 2009 120,489(7) 2.5
James E. Collins Senior Lending Officer and 60 2003 2009 163,271(8) 3.3
Director
Mark D. Hogan Chairman of the Board 43 2000 2009 202,658(9) 4.1
Robert Ballance Director 50 2000 2010 112,973(10) 2.3
Joseph J. Brogan Director 70 2000 2010 236,070(11) 4.8
Donald Mindiak President, Chief Executive 50 2000 2010 149,357(12) 3.1
Officer, Chief Financial Officer
and Director
Dr. August Pellegrini, Jr. Director 49 2000 2010 102,281(13) 2.1

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Amer Saleem Vice President 54 N/A N/A 9,184(14) *
All directors and
executive officers
as a group (12
persons) N/A N/A N/A N/A 1,473,247 30.1%

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* Less than 1%.
(1) Includes service as a director of BCB Community Bank.
(2) Includes shares underlying options that are exercisable within 60 days
from the record date.
(3) Mr. Lyga has sole voting and dispositive power over 68,838 shares, shared
voting and dispositive power over 1,040 shares with his spouse and shared
voting and dispositive power over 379 shares with his child. Includes
22,243 shares underlying options exercisable within 60 days from the
record date.
(4) Mr. Pasiechnik has sole voting and dispositive power over 83,960 shares.
Includes 11,406 shares underlying options exercisable within 60 days from
the record date.
(5) Mr. Tagliareni has sole voting and dispositive power over 18,920 shares,
shared voting and dispositive power over 10,966 shares with his spouse and
shared voting and dispositive power over 1,040 shares with his children.
Includes 2,000 shares underlying options exercisable within 60 days from
the record date.
(6) Mr. Coughlin has sole voting and dispositive power over 134,660 shares.
Includes 21,514 shares underlying options exercisable within 60 days from
the record date.
(7) Ms. Bielan has sole voting and dispositive power over 77,768 shares,
shared voting and dispositive power over 6,297 shares with her spouse and
shared voting and dispositive power over 1,890 shares with her children.
Includes 34,534 shares underlying options exercisable within 60 days from
the record date.
(8) Mr. Collins has sole voting and dispositive power over 126,028 shares,
shared voting and dispositive power over 851 shares with his spouse and
shared voting and dispositive power over 3,441 shares with his children.
Includes 32,951 shares underlying options exercisable within 60 days from
the record date.
(9) Mr. Hogan has sole voting and dispositive power over 185,055 shares,
shared voting and dispositive power over 15,615 shares with his spouse and
shared voting and dispositive power over 1,988 shares with his children.
Includes no shares underlying options exercisable within 60 days from the
record date.
(10) Mr. Ballance has sole voting and dispositive power over 74,268 shares,
shared voting and dispositive power over 953 shares with his spouse and
shared voting and dispositive power over 2,494 shares with his children.
Includes 35,258 shares underlying options exercisable within 60 days from
the record date.
(11) Mr. Brogan has sole voting and dispositive power over 117,101 shares,
shared voting and dispositive power over 11,181 shares with his spouse and
shared voting and dispositive power over 99,196 shares with his
grandchildren. Includes 8,592 shares underlying options exercisable within
60 days from the record date.
(12) Mr. Mindiak has sole voting and dispositive power over 107,516 shares,
shared voting and dispositive power over 2,950 shares with his spouse and
shared voting and dispositive power over 1,811 shares with his child.
Includes 37,080 shares underlying options exercisable within 60 days from
the record date.
(13) Dr. Pellegrini has sole voting and dispositive power over 67,167 shares.
Includes 35,114 shares underlying options exercisable within 60 days from
the record date.
(14) Mr. Saleem has sole voting and dispositive power over 2,385 shares and
shared voting and dispositive power over 945 shares with his spouse.
Includes 5,854 shares underlying options exercisable within 60 days from
the record date.

Biographical Information Regarding Directors, Executive Officers and Nominees

Set forth below is biographical information regarding our directors and
executive officers. Unless otherwise noted, each director has held the indicated
position for at least five years.

Directors

Robert Ballance, 50, is a Battalion Chief with the Bayonne Fire
Department and the owner of Bob's Carpet located in Bayonne. Mr. Ballance is a
director of the Bayonne Fire Exempt Association; a member of the Bayonne Elks
B.P.O.E.; and has served as the Treasurer of Bayonne Fire Department Local #11.
Mr. Ballance attended Saint Vincent DePaul Grammar School and Marist High School
in Bayonne.

Judith Q. Bielan, Esq., 44, is an attorney practicing law for 18 years.
Ms. Bielan currently owns her own law firm, Bielan, Miklos, Makrogiannis, P.C.,
which she formed in 1996. Ms. Bielan was a partner with Cavanaugh and Bielan,
P.C. from 1993 to 1996, and associated with the firm of Schumann, Hanlon,
O'Connor and McCrossin from 1989 to 1993. She is a member of the New York and
New Jersey State Bars as well as the incoming President of the Hudson County Bar
Association. Ms. Bielan serves on the Hudson County Bar Association's Family Law
Committee and serves as Vice Chair on the Board of Trustees of Holy Family
Academy of Bayonne. She also coaches Bayonne PAL Intermediate Elementary School
and Holy Family Academy. In addition, she holds degrees from Montclair State
College and Seton Hall Law School.

Joseph J. Brogan, 70, has over 45 years of experience in the insurance
industry and is the founder of Brogan Insurance Agency located in Bayonne. Mr.
Brogan is the former head of the State Farm Agents Association and is a current
member of the Knights of Columbus and the Fraternal Order of Elks. Mr. Brogan
attended Saint Aloysius Grammar School, Jersey City, and Seton Hall Preparatory
School, has received a B.S. from Saint Peter's College and attended graduate
school at Fordham and New Jersey City University.

James E. Collins, 60, is Senior Lending Officer of BCB Community Bank,
and has worked in the banking industry since 1972. He is the former Vice
President of Lending at First Savings Bank of New Jersey and served as that
bank's Community Reinvestment Officer and as a member of the Budget, Asset and
Liability, Asset Classification and Loan Committees. In addition, Mr. Collins
has served as Treasurer of the Bayonne Chamber of Commerce, as the past
President of Ireland's 32 and as citywide director for Bayonne's C.Y.O. Sports
Programs. Currently, Mr. Collins serves as a Trustee for the Bayonne Education
Foundation and is currently a member of the Directorate of Marist High School in
Bayonne. Mr. Collins attended St. Mary's, Our Lady Star of the Sea Elementary
School and Marist High School, received a B.S. from St. Peter's College and
attended graduate school at the Institute for Financial Education. Mr. Collins
is a certified Real Estate Appraiser and a member of the Review Appraisers
Association.

Thomas M. Coughlin, 49, is Chief Operating Officer of BCB Bancorp, Inc.
and BCB Community Bank, and has been employed in the banking industry for 21
years. He was previously Chief Financial Officer of BCB Bancorp, Inc. and BCB
Community Bank. Mr. Coughlin was formerly Vice President of Chatham Savings Bank
and, prior to that, Controller and Corporate Secretary of First Savings Bank of
New Jersey. While at First Savings Bank of New Jersey, Mr. Coughlin served in
various capacities on several executive managerial committees, including, but
not limited to, the Budget, Asset/Liability and Loan Review Committees. Mr.
Coughlin, who received his CPA designation in 1982, is the past President of the
American Heart Association and has served as Trustee of D.A.R.E. and the Bayonne
P.A.L. Mr. Coughlin attended Saint Vincent DePaul Grammar School and Bayonne
High School, and received a B.S. degree from Saint Peter's College.

Mark D. Hogan, C.P.A., 43, is a sole practitioner with an office
located in Bayonne. In addition, Mr. Hogan is a registered representative
providing financial planning for his clientele. Mr. Hogan has achieved the
following licenses and designations: NASD Series 7, 24 and 63, New Jersey Life
and Health Insurance broker, New Jersey Property and Casualty Insurance broker.
Mr. Hogan attended Saint Peter's Preparatory School and received a B.S. degree
in Finance from Pace University. He is a member of the New Jersey Society of
Certified Public Accountants. Mr. Hogan serves as the Chairman of the Board of
Directors of BCB Bancorp, Inc. and BCB Community Bank.

Joseph Lyga, 49, has served on the Bayonne Fire Department since 1985,
having achieved the rank of Fire Captain. In addition, Mr. Lyga has been a
self-employed contractor for the last 23 years. Mr. Lyga has served as President
and Secretary/State Delegate of the Bayonne Fire Department Local #211 and has
served as President, Vice President, Secretary and Treasurer of the Bayonne Fire
Department Local #11. Mr. Lyga is also a member of the Sicilian Citizens Club
and the Friends of Nick Capodice. Mr. Lyga attended Saint Mary's, Our Lady Star
of the Sea Elementary School, Marist High School, New Jersey City University and
the Chubb Institute where he studied computer programming and network design.

Donald Mindiak, 50, has been employed in the banking industry for over
30 years and has been President and Chief Executive Officer of BCB Community
Bank since October 1999 and BCB Bancorp, Inc. since May 2003. He was named Chief
Financial Officer of BCB Bancorp, Inc. and BCB Community Bank in May of 2007.
Before joining BCB Community Bank, he was employed by Summit Bank as a Manager
of Strategic Planning and Support. Prior to his employment at Summit Bank, Mr.
Mindiak was employed at First Savings Bank of New Jersey in Bayonne. During his
tenure at First Savings Bank of New Jersey, he served as Treasurer and prior to
that position as Controller. Mr. Mindiak served as an active member of the
Asset/Liability, Budget, Investment and Rate Setting Committees while at First
Savings Bank of New Jersey and was the former Chairman of the Asset
Classification Committee. Mr. Mindiak serves as a member of the Board of
Governors of the NJ Bankers Association as well as Treasurer for the Community
Bankers Association of New Jersey. In addition, Mr. Mindiak serves on the Board
of All Saints Catholic Academy Elementary School in Bayonne. Mr. Mindiak
received a B.A. degree in Chemistry from Rutgers, Newark College of Arts and
Sciences and an M.B.A. degree in Finance from Fairleigh Dickinson University.

Alexander Pasiechnik, 47, is President and Chief Executive Officer of
Victoria T.V. Sales and Appliances. Mr. Pasiechnik was born in Bayonne and
attended Saint Mary's, Our Lady Star of the Sea Elementary School, Marist High
School, and Saint Peter's College.

Dr. August Pellegrini, Jr., 49, has practiced general dentistry in
Bayonne for 23 years. He has served as President of both the New Jersey Dental
Association and the Hudson County Dental Society. A former board member of the
New Jersey Foundation for Dentistry for Persons with Disabilities, Dr.
Pellegrini currently serves as the Director of Clinics for the New Jersey Dental
School and is an Assistant Professor in the Department of Restorative Dentistry
as well. Dr. Pellegrini is a graduate of Temple University School of Dentistry,
Rutgers College, Marist High School and Horace Mann Grammar School.

Joseph Tagliareni, 54, is the President and Chief Executive Officer of
J&J Printing, located in Bayonne, and has over thirty years of printing
experience. Mr. Tagliareni is a member of many civic organizations including:
the Bayonne Chapter of UNICO National, the Knights of Columbus, the United
Christians and Jews Association, the Bayonne Chamber of Commerce, Mr. Tagliareni
is the Vice President and a board member of the Bayonne Family YMCA and serves
on the school board All Saints Catholic Academy Elementary School. Mr.
Tagliareni is a committeeman for the First Ward in Bayonne. Mr. Tagliareni
attended Lincoln School and Bayonne High School. Mr. Tagliareni was a member of
our Board of Directors from 2003 through 2004.

Executive Officer who is not a Director

The following is biographical information regarding our executive
officer of BCB Community Bank who is not a director. The named officer has held
the indicated position for at least five years.

Amer Saleem, 54, is a Vice President of Commercial Lending of BCB
Community Bank. Prior to joining BCB Community Bank in 2002, Mr. Saleem was an
Assistant Vice President of Commercial Lending of 1st Constitution Bank,
Cranbury, New Jersey. Mr. Saleem holds a B.A. degree in Economics, Diploma in
Accounting from City of London Polytechnic, London, England and an M.B.A. degree
in Finance from Long Island University, New York. Mr. Saleem has over 20 years
of banking experience, specializing in commercial lending. Mr. Saleem is a
member of the Officers' Lending Committee.

Board Independence

The Board of Directors has determined that, except as to Messrs.
Collins, Coughlin and Mindiak, each member of the Board of Directors is an
"independent director" within the meaning of the Nasdaq corporate

governance listing standards. Messrs. Collins, Coughlin and Mindiak are not
considered independent because they are executive officers of BCB Bancorp, Inc.
or BCB Community Bank.

The Board of Directors has also determined that each member of the
Audit Committee of the Board meets the independence requirements applicable to
that committee prescribed by the NASDAQ Marketplace Rules, the SEC and the
Internal Revenue Service. There were no transactions not required to be reported
under "--Transactions With Certain Related Person" that were considered in
determining the independence of our directors.

Meetings and Committees of the Board of Directors

Our Board of Directors meets on a monthly basis and may hold additional
special meetings. Our standing committees include the Audit Committee,
Compensation Committee and Nominating and Corporate Governance Committee. BCB
Community Bank's standing committees include an Asset/Liability Management
Committee, a Loan Committee, an Investment Committee and a Budget Committee.
During the year ended December 31, 2008, our board of directors held 12 regular
meetings and two special meetings. No director attended fewer than 75%, in the
aggregate, of the total number of board meetings held and the total number of
committee meetings in which he or she served during fiscal 2008. During the year
ended December 31, 2008, the board of directors of the Holding Company, BCB
Bancorp, Inc., held 12 regular meetings and five special meetings. No director
attended fewer than 75%, in the aggregate, of the total number of board meetings
held and the total number of committee meetings in which he or she served during
fiscal 2008. At last year's annual meeting all directors were in attendance.

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Directors
Ballance, Lyga and Pellegrini. Each member of the Nominating and Corporate
Governance Committee is considered "independent" as defined in the Nasdaq
corporate governance listing standards. Our Board of Directors has adopted a
written charter for the Nominating and Corporate Governance Committee and the
charter was last distributed to shareholders as part of the proxy statement for
the year ended December 31, 2006. The charter has not been amended. The full
board of directors, acting as the Nominating and Corporate Governance Committee
met one time during 2008.

The functions of the Nominating and Corporate Governance Committee
include the following:

o to lead the search for individuals qualified to become members
of the Board of Directors and to select director nominees to
be presented for shareholder approval;

o to review and monitor compliance with the requirements for
board independence;

o to review the committee structure and make recommendations to
the Board of Directors regarding committee membership;

o to develop and recommend to the Board of Directors for its
approval corporate governance guidelines; and

o to develop and recommend to the Board of Directors for its
approval a self-evaluation process for the Board of Directors
and its committees.

The Nominating and Corporate Governance Committee identifies nominees
by first evaluating the current members of the Board of Directors willing to
continue in service. Current members of the Board of Directors with skills and
experience that are relevant to our business and who are willing to continue in
service are first considered for re-nomination, balancing the value of
continuity of service by existing members of the Board of Directors with that of
obtaining new perspectives. If any member of the Board of Directors does not
wish to continue in service, or if the Nominating and Corporate Governance
Committee of the Board of Directors decides not to re-nominate a member for
re-election, or if the size of the Board of Directors is increased, the
Nominating and Corporate Governance Committee would solicit suggestions for
director candidates from all board members. In addition, the Nominating and
Corporate Governance Committee is authorized by its charter to engage a third
party to assist in the

identification of director nominees. The Nominating and Corporate Governance
Committee would seek to identify a candidate who at a minimum satisfies the
following criteria:

o has the highest personal and professional ethics and integrity
and whose values are compatible with ours;

o has had experiences and achievements that have given them the
ability to exercise and develop good business judgment;

o is willing to devote the necessary time to the work of the
Board of Directors and its committees, which includes being
available for board and committee meetings;

o is familiar with the communities in which we operate and/or is
actively engaged in community activities;

o is involved in other activities or interests that do not
create a conflict with their responsibilities to us and our
shareholders; and

o has the capacity and desire to represent the balanced, best
interests of our shareholders as a group, and not primarily a
special interest group or constituency.

The Nominating and Corporate Governance Committee will also take into
account whether a candidate satisfies the criteria for "independence" under the
Nasdaq corporate governance listing standards, and if a nominee is sought for
service on our Audit Committee, the financial and accounting expertise of a
candidate, including whether an individual qualifies as an audit committee
financial expert.

Procedures for the Shareholder Recommendations for the Nomination of Directors

Our Board of Directors has adopted procedures for the submission of
director nominees by shareholders. If a determination is made that an additional
candidate is needed for the Board of Directors, the Nominating and Corporate
Governance Committee will consider candidates submitted by our shareholders.
Shareholders can submit the names of candidates for director by writing to our
Corporate Secretary, at 104-110 Avenue C, Bayonne, New Jersey 07002. The
Chairman of the Board must receive a submission not less than 90 days prior to
the anniversary date of our proxy materials for the preceding year's annual
meeting. If the date of the annual meeting is advanced more than 30 days prior
to or delayed by more than 30 days after the anniversary of the preceding year's
annual meeting, the shareholder's suggestion must be so delivered not later than
the close of business on the tenth day following the day on which public
announcement of the date of such annual meeting is first made. The submission
must include the following information:

o the name and address of the shareholder as they appear on our
records, and number of shares of our common stock that are
owned beneficially by such shareholder (if the shareholder is
not a holder of record, appropriate evidence of the
shareholder's ownership will be required);

o the name, address and contact information for the candidate,
and the number of shares of our common stock that are owned by
the candidate (if the candidate is not a holder of record,
appropriate evidence of the shareholder's ownership should be
provided);

o a statement of the candidate's business and educational
experience;

o such other information regarding the candidate as would be
required to be included in the proxy statement pursuant to SEC
Regulation 14A;

o a statement detailing any relationship between the candidate
and us;

o a statement detailing any relationship between the candidate
and any of our customers, suppliers or competitors;

o detailed information about any relationship or understanding
between the proposing shareholder and the candidate; and

o a statement that the candidate is willing to be considered and
willing to serve as a director if nominated and elected.

There have been no material changes to these procedures since they were
previously disclosed in our proxy statement for the 2008 Annual Meeting of
Shareholders.

We have no written procedural or informational requirements for the
presentation of a shareholder nomination at the Annual Meeting of Shareholders.
It is expected that any person making a shareholder nomination at the annual
meeting will provide the information set forth above regarding themselves and
the proposed nominee.

Shareholder Communications with the Board

A shareholder who wants to communicate with our Board of Directors or
with any individual director can write to our President and Chief Executive
Officer, 104-110 Avenue C, Bayonne, New Jersey 07002, Attention: Board
Administration. The letter should indicate that the author is a shareholder and
if shares are not held of record, should include appropriate evidence of stock
ownership. Depending on the subject matter, management will:

o forward the communication to the director or directors to whom
it is addressed;

o attempt to handle the inquiry directly, for example where it
is a request for information about the company or it is a
stock-related matter; or

o not forward the communication if it is primarily commercial in
nature, relates to an improper or irrelevant topic, or is
unduly hostile, threatening, illegal or otherwise
inappropriate.

At each Board of Directors meeting, management presents a summary of
all communications received since the last meeting that were not forwarded and
makes those communications available to the directors.

Code of Ethics

We have adopted a code of ethics that is applicable to our officers,
directors and employees, including our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions. Our Code of Ethics has been filed as an exhibit to
the Annual Report on Form 10-K.

The Audit Committee

The Audit Committee consists of directors Hogan, Bielan, Brogan and
Pellegrini. Each current member of the Audit Committee is considered
"independent" as defined in the Nasdaq corporate governance listing standards
and under SEC Rule 10A-3. The duties and responsibilities of the Audit Committee
include, among other things:

o retaining, overseeing and evaluating a firm of independent
certified public accountants to audit the annual financial
statements;

o in consultation with the independent registered public
accounting firm and the internal auditor, reviewing the
integrity of our financial reporting processes, both internal
and external;

o approving the scope of the audit in advance;

o reviewing the financial statements and the audit report with
management and the independent registered public accounting
firm;

o considering whether the provision by the external auditors of
services not related to the annual audit and quarterly reviews
is consistent with maintaining the auditor's independence;

o reviewing earnings and financial releases and quarterly
reports filed with the SEC;

o consulting with the internal audit staff and reviewing
management's administration of the system of internal
accounting controls;

o approving all engagements for audit and non-audit services by
the independent registered public accounting firm; and

o reviewing the adequacy of the audit committee charter.

The Audit Committee met seven times during 2008. The Board of Directors
has adopted a written charter for the Audit Committee. The Audit Committee
reports to the Board of Directors on its activities and findings. The Board of
Directors believes that Mr. Hogan qualifies as an "audit committee financial
expert" as that term is used in the rules and regulations of the SEC.

Audit Committee Report

In accordance with SEC regulations, the Audit Committee has prepared
the following report. As part of its ongoing activities, the Audit Committee
has:

o Reviewed and discussed with management our audited
consolidated financial statements for the year ended December
31, 2008;

o Discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on
Auditing Standards No. 61, Communications with Audit
Committees, as amended; and

o Received the written disclosures and the letter from the
independent registered public accounting firm required by
Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, and has discussed with the
independent registered public accounting firm their
independence.

Based on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited consolidated
financial statements be included in our Annual Report on Form 10-K for the year
ended December 31, 2008 to be filed with the SEC. In addition, the Audit
Committee approved the appointment of Beard Miller Company LLP as our
independent registered public accounting firm for the fiscal year ending
December 31, 2009, subject to the ratification of the appointment by our
shareholders.

This report shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, except to the extent that we specifically incorporate
this information by reference, and shall not otherwise be deemed filed under
such Acts.

The Audit Committee:
Mark D. Hogan, (Chairman)
Judith Q. Bielan
Joseph Brogan
Dr. August Pellegrini, Jr.

The Audit Committee has approved a list of procedures for the
engagement of outside auditors to perform non-audit tasks. The following
services cannot be provided by the auditor: financial information systems design
---------
and implementation; internal audit outsourcing; appraisal or valuation services,
fairness opinions, and contribution in kind reports; management functions or
human resources; bookkeeping; broker or dealer or investment banking services;
legal services unrelated to the audit; actuarial services; and services
determined by the Audit Committee to

be impermissible. All permissible non-audit services must be pre-approved by the
Audit Committee. The authority to approve audit and non-audit services may be
delegated by the committee to one or more of its members, provided that any
delegated approvals must be reported to the full Audit Committee and all
approvals of non-audit services will be disclosed in our periodic reports.

Section 16(a) Beneficial Ownership Reporting Compliance

Our common stock is registered pursuant to Section 12(b) of the
Exchange Act. Executive officers, directors and 10% beneficial owners are
required to file beneficial ownership reports with the SEC disclosing beneficial
ownership and changes in beneficial ownership of our common stock. SEC rules
require disclosure in our Proxy Statement and Annual Report on Form 10-K of the
failure of an executive officer, director or 10% beneficial owner to file such
forms on a timely basis. Based on our review of such ownership reports, we
believe that no officer or director failed to timely file such ownership reports
for the fiscal year ended December 31, 2008.

Compensation Committee

During the fiscal year ended December 31, 2008, the Compensation
Committee, which consisted of Robert Ballance, Judith Q. Bielan, Joseph Brogan,
Mark D. Hogan, Joseph Lyga and Alexander Pasiechnik, met three times to review
the performance of the executive officers and determine compensation programs
and adjustments. Each member of the Compensation Committee is considered
"independent" as defined in the Nasdaq corporate governance listing standards.
The Board of Directors has adopted a written charter for the Compensation
Committee. Messrs. Mindiak, Coughlin and Collins do not participate in the Board
of Directors determination of their respective compensation as executive
officers.

Roles and Responsibilities. The primary purpose of the Compensation
Committee is to conduct reviews of our general executive compensation policies
and strategies in order to oversee and evaluate our overall compensation
structure and programs. Direct responsibilities include, but are not limited to:

o Evaluating and approving goals and objectives relevant to
compensation of the chief executive officer and other
executive officers, and evaluating the performance of the
executives in light of those goals and objectives;

o Determining and approving the compensation level for the chief
executive officer;

o Determining and approving compensation levels of other key
executive officers; and

o Recommending to the Board compensation policies for outside
directors.

The Compensation Committee approves the compensation paid to the Chief
Executive officer and our other executive officers. The performance of the Chief
Executive Officer is reviewed annually by the Committee. The Chief Executive
Officer presents annually to the Committee his assessment of the performance of
the other executive officers and his recommendations for their salary
adjustments and performance awards. The Committee exercises its discretion in
determining the levels of compensation to be paid to those executives.

The Compensation Committee approves equity compensation awards to all
our officers. The Committee has given the Chief Executive Officer the authority
to determine the non-equity compensation of all of our officers other than those
officers mentioned in the preceding paragraph.

Performance evaluations are generally measured on criteria applicable
to us as a whole and to specific responsibilities of each executive. Criteria
considered include earnings, return on equity, return on assets, asset quality,
capital management, risk management, franchise expansion, corporate governance,
expertise and general management skills, and each executive's contribution to
our successful operation. These criteria are evaluated not only on current year
performance, but also on the trend of performance over the past few years and
within the context of unusual operating and performance issues. Also, taken into
consideration are factors outside of the control of management, such as the
state of the economy, the interest rate environment, regulatory mandates and
competition.

Strict numerical formulas are not used to determine changes in
compensation, instead, the factors as set forth above are utilized in the
decision process.

Executive Compensation

Summary Compensation Table. The following table shows the compensation
of Donald Mindiak, our principal executive and financial officer and our two
highest compensated executive officers who received total compensation of at
least $100,000 for services to us or any of our subsidiaries during the year
ended December 31, 2008.

------------------------------------------------------------------------------------------------------------------------------
Summary Compensation Table
------------------------------------------------------------------------------------------------------------------------------
Change in
pension
value
and non-
Non-equity qualified
incentive deferred All other
Stock Option plan compensation compensation
Name and Salary Bonus awards awards compensation earnings ($) Total
Principal Position Year ($) ($) ($) ($) ($) (1) ($) (2)(3)(4) ($)
------------------------------------------------------------------------------------------------------------------------------

Donald Mindiak 2008 $ 156,000 $ 70,000 $ -- $ -- $ -- $ -- $ 11,240 $237,240
President, Chief 2007 $ 150,000 $ 65,000 $ -- $ -- $ -- $ -- $ 5,990 $220,990
Executive Officer,
Chief Financial
Officer and Director
------------------------------------------------------------------------------------------------------------------------------

James E. Collins 2008 $ 127,400 $ 55,000 $ -- $ -- $ -- $ -- $ 10,096 $192,496
Senior Lending 2007 $ 122,500 $ 50,000 $ -- $ -- $ -- $ -- $ 3,203 $175,703
Officer and Director
------------------------------------------------------------------------------------------------------------------------------

Thomas M. Coughlin 2008 $ 124,800 $ 70,000 $ -- $ -- $ -- $ -- $ 9,992 $204,792
Chief Operating 2007 $ 120,000 $ 65,000 $ -- $ -- $ -- $ -- $ 4,242 $189,242
Officer and Director
------------------------------------------------------------------------------------------------------------------------------

---------------------
(1) Loan production incentive compensation based on total dollar value of loan
closings.
(2) Employer matching 401-K contribution for 2008 and 2007.
(3) For the years ended December 31, 2008 and 2007, the named executive
officers did not receive perquisites or personal benefits, which exceeded
$10,000.
(4) Includes a retainer to each of Messrs. Mindiak, Collins and Coughlin in
the amount of $5,000 each for 2008.

Change in Control Agreements. BCB Bancorp, Inc. and BCB Community Bank
have entered into change in control agreements with each of the Named Officers.
These agreements provide certain benefits in the event of a change in control of
BCB Bancorp or BCB Community Bank. Each of the agreements provides for a term of
36 months. Commencing on December 1, 2009, and continuing each anniversary date
thereafter, the change in control agreement automatically renews for an
additional year unless advance written notice of non-renewal is provided to the
Named Officer. The change in control agreements enable BCB Bancorp, Inc. and BCB
Community Bank to offer to the Named Officers certain financial protection in
the event of a change in control (as defined in the agreements). This type of
protection is frequently offered by other financial institutions, and BCB
Bancorp, Inc. and BCB Community Bank may be at a competitive disadvantage in
attracting and retaining key employees if they do not offer similar protection.

Following a change in control of BCB Bancorp, Inc. or BCB Community
Bank, the Named Officers are entitled to payment under their agreements even if
the Named Officer's employment does not terminate as a result of the change in
control. In the event that a Named Officer who is a party to a change in control
agreement is entitled to receive payments pursuant to the agreement, he will
receive a cash lump sum payment equal to 2.999 times the Named Officer's average
annual compensation for services performed for BCB Bancorp, Inc. and BCB
Community Bank that was includible in gross income for the most recent five
taxable years ending before the date of the change in control. Such payment is
subject to applicable withholding taxes. The lump sum payments under the change
in control agreements are limited so that they will not constitute an excess
parachute payment under Section 280G of the Internal Revenue Code.

In addition to the lump sum payment, the Named Officers are entitled to
receive non-taxable health coverage for themselves and their dependents, at a
level that is comparable to the health benefits provided immediately before the
change in control, at no cost to the Named Officers for a period of 36 months
from the date of the change in control. The value of the health benefits could
cause an excess parachute payment under Section 280G of the Internal Revenue
Code. To the extent the Named Officers experience an excess parachute payment,
BCB Bancorp, Inc. and BCB Community Bank shall pay each Named Officer, pursuant
to a written agreement, an amount equal to the Named Officer's tax liability
that results from the excess parachute payment. The Board believes that these
agreements are in the best interests of BCB Bancorp, Inc. and BCB Community Bank
because they provide a further incentive for the Named Officers to achieve
successful results in the management and operation of BCB Bancorp, Inc. and BCB
Community Bank.

Outstanding Equity Awards at Year End. The following table sets forth
information with respect to our outstanding equity awards as of December 31,
2008 for our named executive officers. All of the options granted became fully
vested on December 31, 2005.

--------------------------------------------------------------------------------------------------------------
Outstanding Equity Awards at Fiscal Year-End
--------------------------------------------------------------------------------------------------------------

Option awards
--------------------------------------------------------------------------------

Equity
incentive
plan awards:
Number of Number of number of
securities securities securities
underlying underlying underlying
unexercised unexercised unexercised Option
options (#) options (#) unearned Option exercise expiration
Name exercisable unexercisable options (#) price ($) date
--------------------------------------------------------------------------------------------------------------

Donald Mindiak 11,094 -- -- $ 5.29 7-8-2012
President, Chief Executive --------------------------------------------------------------------------------
Officer, Chief Financial 14,580 -- -- 9.34 8-14-2013
Officer and Director --------------------------------------------------------------------------------
11,406 -- -- 11.84 8-11-2014
--------------------------------------------------------------------------------------------------------------
James E. Collins 5,844 -- -- 5.29 7-8-2012
Senior Lending Officer and --------------------------------------------------------------------------------
Director 15,701 -- -- 9.34 8-14-2013
--------------------------------------------------------------------------------
11,406 -- -- 11.84 8-11-2014
--------------------------------------------------------------------------------------------------------------
Thomas M. Coughlin 3,834 -- -- 15.65 7-8-2012
Chief Operating Officer --------------------------------------------------------------------------------
and Director 9,287 -- -- 15.65 8-14-2013
--------------------------------------------------------------------------------
8,393 -- -- 15.65 8-11-2014
--------------------------------------------------------------------------------------------------------------

During the year ended December 31, 2008 there were no grants of
plan-based awards for our named executive officers. We did not provide any
pension benefits at and for the year ended December 31, 2008 for the named
executive officers. We did not provide any defined contribution or other
nonqualified deferred compensation plans at and for the year ended December 31,
2008 for the named executive officers.

401(k) Plan. BCB Community Bank sponsors a 401(k) plan. Employees are
eligible to participate in the plan upon completion of one year of service with
BCB Community Bank. The Plan allows a participant to contribute from 1% to 15%
of his or her annual salary, provided that the contribution does not exceed an
indexed dollar amount set by the Internal Revenue Service, which was $15,500 for
2008. In addition, BCB Community Bank may make (i) discretionary qualified
non-elective contributions and/or (ii) discretionary profit-sharing
contributions to the 401(k) plan, both of which will be allocated to a
participant's individual account based on the ratio his or her compensation
bears to the total compensation of all participants. A participant is 100%
vested in his or her elective deferrals and the qualified non-elective
contributions that were allocated to his or her account. However, BCB Community
Bank's profit-sharing contributions that were allocated to a participant's
account will become vested at the rate of 20% per year, starting upon completion
of two years of credited service, and will be fully vested upon completion of
six years of credited service. Generally, vested plan benefits will be
distributed upon a participant's termination of employment.

Benefit Plans

2003 Stock Option Plan. Our 2003 Stock Option Plan provided for the
grant of options to purchase 358,910 shares of common stock, adjusted for stock
dividends. Pursuant to the 2003 Stock Option Plan, no options were granted to
non-employee directors in 2008. The term of the options is ten years from the
date of grant, and the number of shares subject to awards will be adjusted in
the event of any merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, combination or exchange of shares or other change in our
corporate structure. The stock options granted vested 100% upon grant. To the
extent described below, the awards include an equal number of reload options
("Reload Options"), limited stock appreciation rights ("Limited Rights") and
dividend equivalent rights ("Dividend Equivalent Rights"). A Limited Right gives
the option holder the right, upon a change in our control, to receive the excess
of the market value of the shares represented by the Limited Rights on the date
exercised over the exercise price. The Limited Rights are subject to the same
terms and conditions as the stock options. Payment upon exercise of Limited
Rights will be in cash, or in the event of a merger transaction, for shares of
the acquiring corporation or its parent, as applicable. Limited Rights have been
granted to employees only. The Dividend Equivalent Rights entitle the option
holder to receive an amount of cash at the time that certain extraordinary
dividends are declared equal to the amount of the extraordinary dividend
multiplied by the number of options that the person holds. For these purposes,
an extraordinary dividend is defined as any dividend where the rate of dividend
exceeds our weighted average cost of funds on interest-bearing liabilities for
the current and preceding three quarters. The Reload Options entitle the option
holder, who has delivered shares that he or she owns as payment of the exercise
price for option stock, to a new option to acquire additional shares equal in
amount to the shares he or she has delivered. Reload Options may also be granted
to replace option shares retained by the employer for payment of the option
holder's withholding tax. The option price at which additional shares of stock
can be purchased by the option holder through the exercise of a Reload Option is
equal to the market value of the previously owned stock at the time it was
surrendered. The option period during which the Reload Option may be exercised
expires at the same time as that of the original option that the holder has
exercised.

2002 Stock Option Plan. Our 2002 Stock Option Plan provided for the
grant of options to purchase 241,980 shares of common stock, adjusted for stock
dividends. Pursuant to the 2002 Stock Option Plan, no options were granted to
non-employee directors in 2008. The term of the options is ten years from the
date of grant, and the number of shares subject to awards will be adjusted in
the event of any merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, combination or exchange of shares or other change in our
corporate structure. The stock options granted vest at the rate of 20% per year.
To the extent described below, the awards include an equal number of reload
options ("Reload Options"), limited stock appreciation rights ("Limited Rights")
and dividend equivalent rights ("Dividend Equivalent Rights"). A Limited Right
gives the option holder the right, upon a change in our control, to receive the
excess of the market value of the shares represented by the Limited Rights on
the date exercised over the exercise price. The Limited Rights are subject to
the same terms and conditions as the stock options. Payment upon exercise of
Limited Rights will be in cash, or in the event of a merger transaction, for
shares of the acquiring corporation or its parent, as applicable. Limited Rights
have been granted to employees only. The Dividend Equivalent Rights entitle the
option holder to receive an amount of cash at the time that certain
extraordinary dividends are declared equal to the amount of the extraordinary
dividend multiplied by the number of options that the person holds. For these
purposes, an extraordinary dividend is defined as any dividend where the rate of
dividend exceeds our weighted average cost of funds on interest-bearing
liabilities for the current and preceding three quarters. The Reload Options
entitle the option holder, who has delivered shares that he or she owns as
payment of the exercise price for option stock, to a new option to acquire
additional shares equal in amount to the shares he or she has delivered. Reload
Options may also be granted to replace option shares retained by the employer
for payment of the option holder's withholding tax. The option price at which
additional shares of stock can be purchased by the option holder through the
exercise of a Reload Option is equal to the market value of the previously owned
stock at the time it was surrendered. The option period during which the Reload
Option may be exercised expires at the same time as that of the original option
that the holder has exercised.

In December 2005, in response to changes in the accounting of limited
rights and other cash settlement features set forth in the 2003 Stock Option
Plan and the 2002 Stock Option Plan, both stock option plans were amended to
eliminate the ability to award limited rights, to eliminate outstanding limited
rights with the consent of the award recipient, to eliminate the right to
receive a cash settlement of an option following a transaction in which our
shareholders are to receive securities that are not registered under the
Securities Act of 1933, and to provide that no provision of the plan shall
operate to require the cash settlement of a stock option in circumstances that
are not in our discretion.

Director Compensation

Directors' Summary Compensation Table. Set forth below is summary
compensation for each of our non-employee directors for the year ended December
31, 2008. During the year ended December 31, 2008, we did not provide any stock
awards or option grants to our directors. Furthermore, we do not provide any
non-equity incentive plan compensation or pension compensation to our directors.

------------------------------------------------------------------------------------------------
Director Compensation
------------------------------------------------------------------------------------------------

Non-qualified
deferred
Fees earned or compensation All other
paid earnings compensation Total
Name in cash ($) ($) ($)(1) ($)(2)
------------------------------------------------------------------------------------------------

Mark D. Hogan $40,500 -- -- $40,500
------------------------------------------------------------------------------------------------
Robert Ballance $38,500 -- -- $38,500
------------------------------------------------------------------------------------------------
Judith Q. Bielan $38,000 -- -- $38,000
------------------------------------------------------------------------------------------------
Joseph Brogan $36,000 -- -- $36,000
------------------------------------------------------------------------------------------------
Joseph Lyga $37,750 -- -- $37,750
------------------------------------------------------------------------------------------------
Alexander Pasiechnik $41,500 -- -- $41,500
------------------------------------------------------------------------------------------------
Dr. August Pellegrini, Jr. $33,250 -- -- $33,250
------------------------------------------------------------------------------------------------
Joseph Tagliareni $40,000 -- -- $40,000
------------------------------------------------------------------------------------------------

----------------------
(1) For the year ended December 31, 2008, no director received perquisites or
personal benefits, which exceeded $10,000.
(2) For a list of the total outstanding stock options for each director,
please see the beneficial stock ownership table.

During the year ended December 31, 2008, we did not pay board fees but
BCB Community Bank's Board of Directors received fees totaling $305,500.
Directors received fees of between $33,250 and $41,500 based on their tenure.
Directors Collins, Coughlin and Mindiak, as members of executive management, do
not receive directors' fees.

Deferred Compensation Plan for Directors. The Board of Directors of BCB
Community Bank adopted the 2005 Director Deferred Compensation Plan (the "2005
Deferred Plan"), which became effective on October 1, 2005. The 2005 Deferred
Plan is designed to comply with the requirements of Internal Revenue Code
Section 409A. Pursuant to the 2005 Deferred Plan, directors of BCB Community
Bank may elect to defer, on a pre-tax basis, receipt of all or any portion of
the fees and retainers received for their service on the Board of Directors and
on committees of the Board of Directors, but only to the extent such amounts are
attributable to services not yet performed. BCB Community Bank credits the
deferred amounts to a bookkeeping account. Interest is paid on such deferred
amounts at a rate equal to the rate payable on BCB Community Bank's highest
paying time deposit, as determined as of the first day of each month, or as
adjusted from time to time. BCB Community Bank may establish a rabbi trust to
which BCB Community Bank may deposit such deferrals and interest, but such
deposits shall remain subject to the claims of BCB Community Bank's creditors.

Directors may make a deferral election during the first 30 days of
becoming eligible to participate in the 2005 Deferred Plan with respect to
amounts earned that year, specifying the amount deferred and the time and form

of payment. Deferral amounts continue in effect until the director files a
notice of adjustment with BCB Community Bank. In addition, if the amount of
director fees and/or retainers is increased, the director may increase the
amount of his deferral by filing a notice of adjustment with BCB Community Bank.
Such adjustments take effect as of January 1 following the date the notice is
given to BCB Community Bank. Such deferral election is irrevocable with respect
to the calendar year for which it is filed, provided, however, that a director
may delay distributions or modify a previous deferral election if: (i) the new
deferral election is not effective for 12 months, (ii) the original distribution
date is at least 12 months from the date of the change in the election, and
(iii) the new distribution date must be at least five years after the original
distribution date.

Deferred fees will be paid out on the director's benefit age as
designated by the director in his or her deferral election form or upon the
director's death, disability or separation from service as a director of BCB
Community Bank, if such date is earlier than his or her designated benefit age.
Distributions may also be made earlier than the director's designated benefit
age if the distribution is necessary to satisfy a financial hardship, as defined
in Internal Revenue Code Section 409A. At the election of the director, the
distribution may be paid out in a lump sum or in equal annual installments over
a period not to exceed ten years.

Related Party Transactions

BCB Community Bank leases its 860 Broadway branch office from a limited
liability company owned by directors Hogan, Ballance, Bielan, Brogan, Collins,
Coughlin, Lyga, Pasiechnik, Pellegrini and Tagliareni. Based upon a market
rental value appraisal obtained prior to entering into the lease agreement, we
believe that the terms and conditions of the lease are comparable to terms that
would have been available from a third party that was unaffiliated with BCB
Community Bank. During 2008, total lease payments of $165,000 were made to the
limited liability company. Payments under the lease currently total $13,750 per
month. Each director's percentage ownership in the limited liability corporation
is divided equally among 10 individuals.

Other than as described in the preceding two paragraphs, no directors,
executive officers or immediate family members of such individuals have engaged
in transactions with us involving more than $120,000 (other than through a loan)
during the preceding year. In addition, no directors, executive officers or
immediate family members of such individuals were involved in loans from us
involving more than $120,000 which were not made in the ordinary course of
business and on substantially the same terms and conditions, including interest
rate and collateral, as those of comparable transactions prevailing at the time
with other persons, and do not include more than the normal risk of
collectability or present other unfavorable features.

We require that any transaction in which a director, officer or a
member of their immediate family has an interest, and in which BCB Community
Bank is involved must be reviewed and approved by the Board of Directors. Any
such transaction must be made on terms no less favorable to us than it would be
if we entered into a similar relationship with an unaffiliated third party. Any
lending relationship between a director, officer or a member of their immediate
family and BCB Community Bank must be reviewed and approved by the Board of
Directors. All such loans are made on substantially the same terms as loans to
third parties, consistent with banking regulations governing the origination of
loans to directors, officers and employees of BCB Community Bank. The entire
board is responsible for overseeing the application of these polices and
procedures, which are part of our written policies.

Section 402 of the Sarbanes-Oxley Act of 2002 generally prohibits an
issuer from: (1) extending or maintaining credit; (2) arranging for the
extension of credit; or (3) renewing an extension of credit in the form of a
personal loan for an officer or director. There are several exceptions to this
general prohibition, one of which is applicable to us. Sarbanes-Oxley does not
apply to loans made by a depository institution that is insured by the Federal
Deposit Insurance Corporation and is subject to the insider lending restrictions
of the Federal Reserve Act. All loans to the our directors and officers are made
in conformity with the Federal Reserve Act regulations.

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MARKET INFORMATION
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On December 14, 2005, our common stock began trading on the Nasdaq
Global Market. Previously, our common stock was traded on the Over the Counter
Electronic Bulletin Board. We currently have three market

makers in accordance with Nasdaq rules. However, no market maker has an
obligation to continue to make a market for our common stock and could
discontinue making a market at any time. As of March 9, 2009, we had
approximately 1,500 shareholders of record.

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PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------

Our independent registered public accounting firm for the year ended
December 31, 2008 was Beard Miller Company LLP. The Audit Committee of the Board
of Directors has approved the engagement of Beard Miller to be our independent
registered public accounting firm for the year ending December 31, 2009, subject
to the ratification of the engagement by our shareholders at this annual
meeting. Representatives of Beard Miller are expected to attend the annual
meeting, will have an opportunity to make a statement if they so desire, and
will be available to respond to appropriate questions.

Shareholder ratification of the selection of the independent registered
public accounting firm is not required by our bylaws or otherwise. However, the
Board of Directors is submitting the selection of the independent registered
public accounting firm to the shareholders for ratification as a matter of good
corporate practice. If the shareholders fail to ratify the independent
registered public accounting firm selected by the Audit Committee, the Audit
Committee will reconsider whether or not to retain that firm. Even if the
selection is ratified, the Audit Committee in its discretion may direct the
appointment of a different independent accounting firm at any time during the
year if it determines that such change is in our best interests and the best
interests of our shareholders.

Fees Paid to Beard Miller

Set forth below is certain information concerning aggregate fees billed
for professional services rendered by Beard Miller during 2008 and 2007:

Audit Fees. The aggregate fees billed to us by Beard Miller for
professional services rendered for the audit of our annual financial statements,
review of the financial statements included in our Quarterly Reports on Form
10-Q and services that are normally provided in connection with statutory and
regulatory filings and engagements was $90,019 and $79,868 during the years
ended December 31, 2008 and 2007, respectively.

Audit Related Fees. There were no fees billed to us by Beard Miller for
assurance and related services that are reasonably related to the performance of
the audit of and review of the financial statements and that are not already
reported in "--Audit Fees," above for the years ended December 31, 2008 and
December 31, 2007.

Tax Fees. The aggregate fees billed to us by Beard Miller for
professional services rendered for tax compliance, tax advice and tax planning
was $8,000 and $8,000 during the years ended December 31, 2008 and 2007,
respectively. These services include the calculation of and preparation of all
pertinent federal and state tax forms relative to us and our subsidiaries, and
the maintenance of all applicable schedules and work papers relative to the
same.

All Other Fees. There were no fees billed to us by Beard Miller that
are not described above during the years ended December 31, 2008 and 2007,
respectively.

The Audit Committee has considered whether the provision of non-audit
services, which relate primarily to costs incurred with the management
consulting services rendered, is compatible with maintaining Beard Miller's
independence. The Audit Committee concluded that performing such services does
not affect Beard Miller's independence in performing its function as auditor for
us.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of the
Independent Registered Public Accounting Firm

The Audit Committee's policy is to pre-approve all audit and non-audit
services provided by the independent registered public accounting firm. These
services may include audit services, audit-related services, tax services and
other services. Pre-approval is generally provided for up to one year and any
pre-approval is detailed as to particular service or category of services and is
generally subject to a specific budget. The Audit Committee has delegated
pre-approval authority to its Chairman when expedition of services is necessary.
The independent registered public accounting firm and management are required to
periodically report to the full Audit Committee regarding the extent of services
provided by the independent registered public accounting firm in accordance with
this pre-approval, and the fees for the services performed to date. All of the
fees paid in the audit-related, tax and all other categories were approved per
the pre-approval policies.

Required Vote and Recommendation of the Board of Directors

In order to ratify the selection of Beard Miller as independent
registered public accounting firm for the 2009 year, the proposal must receive
the affirmative vote of at least a majority of the votes cast at the annual
meeting, either in person or by proxy.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF BEARD MILLER
COMPANY LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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SHAREHOLDER PROPOSALS
--------------------------------------------------------------------------------

In order to be eligible for inclusion in our proxy materials for next
year's Annual Meeting of Shareholders, any shareholder proposal to take action
at such meeting must be received at our executive office, 104-110 Avenue C,
Bayonne, New Jersey 07002, no later than December 7, 2009. Any such proposals
shall be subject to the requirements of the proxy rules adopted under the
Exchange Act.

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OTHER MATTERS
--------------------------------------------------------------------------------

Our Board of Directors is not aware of any business to come before the
annual meeting other than the matters described above in the Proxy Statement.
However, if any other matter should properly come before the annual meeting, the
Proxy Committee of the Board of Directors will have authority to vote its
proxies in its discretion with respect to any matter as to which the Board of
Directors is not notified at least five business days before the date of the
Proxy Statement.

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MISCELLANEOUS/FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

We will bear the cost of solicitation of proxies. We will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the beneficial owners of
our common stock. Our directors, officers and regular employees may solicit
proxies personally or by telegraph or telephone without additional compensation.

A FORM 10-K CONTAINING FINANCIAL STATEMENTS AT AND FOR THE YEAR ENDED
DECEMBER 31, 2008 IS BEING FURNISHED TO SHAREHOLDERS. THIS DOCUMENT CONSTITUTES
OUR ANNUAL DISCLOSURE STATEMENT. COPIES OF ALL OF BCB BANCORP, INC.'S FILINGS
WITH THE SECURITIES AND EXCHANGE COMMISSION ARE AVAILABLE AT THE COMMISSION'S
WEB SITE (www.sec.gov), AND ARE AVAILABLE WITHOUT CHARGE BY WRITING TO BCB
-----------
BANCORP, INC. AT 104-110 AVENUE C, BAYONNE, NEW JERSEY 07002, ATTENTION:
CORPORATE SECRETARY.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Mark D. Hogan

Mark D. Hogan
Chairman of the Board
Bayonne, New Jersey
March 27, 2009

PROXY CARD

REVOCABLE PROXY

BCB BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
April 23, 2009

The undersigned hereby appoints the Board of Directors with full powers
of substitution to act as attorneys and proxies for the undersigned to vote all
shares of common stock of BCB Bancorp, Inc. (the "Company") which the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
at The Chandelier Restaurant, 1081 Broadway, New Jersey 07002 on April 23, 2009,
at 10:00 a.m. Eastern time. The Board of Directors are authorized to cast all
votes to which the undersigned is entitled as follows:

VOTE
1. The election as directors of all nominees listed below FOR WITHHELD
(except as marked to the contrary below). --- --------

Joseph Lyga

Alexander Pasiechnik

Joseph Tagliareni

Thomas M. Coughlin

INSTRUCTION: To withhold your vote for one or more
nominees, write the name of the nominee(s) on the
lines below.

--------------------------------------

2. The ratification of the appointment of Beard Miller FOR AGAINST ABSTAIN
Company LLP as independent registered public --- ------- -------
accounting firm for the Company for the year ending
December 31, 2009.

The Board of Directors recommends a vote "FOR" the listed proposals.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSALS STATED ON THIS PROXY. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH ANNUAL MEETING, A MAJORITY OF THE BOARD OF
DIRECTORS WILL HAVE THE AUTHORITY TO VOTE IN THEIR DISCRETION WITH RESPECT TO
ANY MATTER AS TO WHICH THE BOARD OF DIRECTORS IS NOT NOTIFIED AT LEAST FIVE
BUSINESS DAYS BEFORE THE DATE OF THIS PROXY STATEMENT.

The annual meeting may be postponed or adjourned for the purpose of
soliciting additional proxies.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

Should the undersigned be present and elect to vote at the annual meeting or at
any adjournment thereof and after notification to our Corporate Secretary at the
annual meeting of the shareholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no further
force and effect. This proxy may also be revoked by sending written notice to
our Corporate Secretary at the address set forth on the Notice of Annual Meeting
of Shareholders, or by the filing of a later proxy prior to a vote being taken
on a particular proposal at the annual meeting.

The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of a notice of the annual meeting and a Proxy Statement dated March
27, 2009 and the Annual Report on Form 10-K with audited financial statements.

[_] Check Box if You Plan
Dated: to Attend annual meeting
------------------------

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PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER

------------------------------- ------------------------------
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER

Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title.

Please complete and date this proxy card and return it promptly
in the enclosed postage-prepaid envelope.