##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the period ended:                     June 30, 2003

NORTH FORK BANCORPORATION, INC.
____________________________________________

(Exact name of Company as specified in its charter)


|                                         |  |                    
|---------------------------------------- |  | -------------------
|DELAWARE                                 |  | 36-3154608         
|                                         |  |                    
|(State or other Jurisdiction of          |  | (I.R.S. Employer   
|incorporation or organization)           |  | Identification No.)
|                                         |  |                    
|275 BROADHOLLOW ROAD, MELVILLE, NEW YORK |  | 11747              
|                                         |  |                    
|(Address of principal executive offices) |  | (Zip Code)         

(631) 844-1004
(Companys telephone number, including area code)

Indicate by check mark whether the Company (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:                    (X) Yes ( ) No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). (X)Yes ( ) No

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date.

|                      |  |                                        
|--------------------- |  | ---------------------------------------
|CLASS OF COMMON STOCK |  | NUMBER OF SHARES OUTSTANDING  08/08/03
|                      |  |                                        
|$.01 Par Value        |  | 152,172,971                            

1



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TABLE OF CONTENTS



|                                        |                                                                                               |                                                            |  |  |  |  |  | 
|--------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------- |  |  |  |  |  | 
|                                        | Item 1. Financial Statements                                                                 
|                                        |                                                                                               | Consolidated Balance Sheets (unaudited)                   
|                                        |                                                                                               | Consolidated Statements of Income (unaudited)             
|                                        |                                                                                               | Consolidated Statements of Cash Flows (unaudited)         
|                                        |                                                                                               | Consolidated Statements of Changes in Stockholders Equity
|                                        |                                                                                               | Consolidated Statements of Comprehensive Income           
|                                        |                                                                                               | CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS      
|                                        | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                        | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                        | Item 4. Controls and Procedures                                                              
|                                        | PART II. OTHER INFORMATION                                                                   
|                                        | Item 1. Legal Proceedings                                                                    
|                                        | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                        | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                             
|STATEMENT RE: COMPUTATION OF NET INCOME
|302 CERTIFICATION: CEO                 
|302 CERTIFICATION: CFO                 
|906 CERTIFICATION: CEO                 
|906 CERTIFICATION: CEO                 



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##### Table of Contents



North Fork Bancorporation, Inc.

Form 10-Q

INDEX

|                                          |  |                                                                                               |                                                            |  |      |   | 
|----------------------------------------- |  | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------- |  | ---- | - | 
|                                          |  |                                                                                               |                                                            |  | Page
|PART 1. FINANCIAL INFORMATION (unaudited) |  |                                                                                               |                                                            | 
|                                          |  | Item 1. Financial Statements                                                                  |                                                            |  |      |  
|                                          |  |                                                                                               | Consolidated Balance Sheets                                |  |      | 3 | 
|                                          |  |                                                                                               | Consolidated Statements of Income                          |  |      | 4 | 
|                                          |  |                                                                                               | Consolidated Statements of Cash Flows                      |  |      | 5 | 
|                                          |  |                                                                                               | Consolidated Statements of Changes in Stockholders Equity |  |      | 6 | 
|                                          |  |                                                                                               | Consolidated Statements of Comprehensive Income            |  |      | 7 | 
|                                          |  |                                                                                               | Condensed Notes to Consolidated Financial Statements       |  |      | 8 | 
|                                          |  | Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations |                                                            |  | 10   |  
|                                          |  | Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |                                                            |  | 27   |  
|                                          |  | Item 4. Controls and Procedures                                                               |                                                            |  | 27   |  
|PART 2. OTHER INFORMATION                 |  |                                                                                               |                                                            | 
|                                          |  | Item 1. Legal Proceedings                                                                     |                                                            |  | 27   |  
|                                          |  | Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                            |  | 27   |  
|                                          |  | Item 6. Exhibits and Reports of Form 8-K                                                      |                                                            |  | 28   |  

2



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##### Table of Contents






Item 1. Financial Statements




Consolidated Balance Sheets (unaudited)

|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |           |            |            |            | 
|------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------- | -------------- | ------------------------------------------ | ------------------------------- | ---------- | ---------- | ---------- | ------------ | ---------- | ---------- | ---------- | --------- | ---------- | ---------- | ---------- | 
|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            | June 30,   |            | December 31, |            | June 30,  
|(in thousands, except per share amounts)                                                                |                                                                                                                                         | 2003           |                                            | 2002                            |            | 2002      
|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            |           
|Assets:                                                                                                 |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|Cash & Due from Banks                                                                                   |                                                                                                                                         | $              | 406,694                                    |                                 |            | $          | 396,725    |              |            | $          | 377,870    |          
|Money Market Investments                                                                                |                                                                                                                                         |                | 63,799                                     |                                 |            |            | 27,613     |              |            |            | 19,990     |          
|Due from Brokers                                                                                        |                                                                                                                                         |                | 464,351                                    |                                 |            |            |           |              |            |            |           |          
|Securities Held-for-Sale                                                                                |                                                                                                                                         |                | 613,628                                    |                                 |            |            |           |              |            |            |           |          
|Securities:                                                                                             |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|                                                                                                        | Available-for-Sale ($2,882,841 , $3,639,853 and $2,783,564 pledged
at June 30, 2003, December 31, 2002 and June 30, 2002, respectively) |                |                                            | 8,100,465                       |            |            |            | 8,555,892    |            |            |            | 6,562,072 |           
|                                                                                                        | Held-to-Maturity ($82,445, $167,829 and $344,094 pledged at
June 30, 2003, December 31, 2002 and June 30, 2002, respectively)           |                |                                            | 221,378                         |            |            |            | 307,878      |            |            |            | 522,296   |           
|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|                                                                                                        |                                                                                                                                         |                | Total Securities                           |                                 |            | 8,321,843  |            |              |            | 8,863,770  |            |           |            | 7,084,368  |           
|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|Loans, Net of Unearned Income                                                                           |                                                                                                                                         |                | 11,897,433                                 |                                 |            |            | 11,369,139 |              |            |            | 11,041,392 |          
|                                                                                                        |                                                                                                                                         |                |                                            | Less: Allowance for Loan Losses |            |            | 117,753    |              |            |            | 114,995    |           |            |            | 109,998    | 
|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|                                                                                                        |                                                                                                                                         |                |                                            | Net Loans                       |            |            | 11,779,680 |              |            |            | 11,254,144 |           |            |            | 10,931,394 | 
|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|Goodwill                                                                                                |                                                                                                                                         |                | 410,495                                    |                                 |            |            | 407,132    |              |            |            | 406,762    |          
|Identifiable Intangibles                                                                                |                                                                                                                                         |                | 14,548                                     |                                 |            |            | 16,332     |              |            |            | 18,236     |          
|Premises & Equipment                                                                                    |                                                                                                                                         |                | 143,374                                    |                                 |            |            | 132,529    |              |            |            | 118,205    |          
|Accrued Income Receivable                                                                               |                                                                                                                                         |                | 101,972                                    |                                 |            |            | 104,719    |              |            |            | 100,710    |          
|Other Assets                                                                                            |                                                                                                                                         |                | 211,017                                    |                                 |            |            | 210,137    |              |            |            | 154,009    |          
|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|                                                                                                        |                                                                                                                                         | Total Assets   |                                            | $                               | 22,531,401 |            |            | $            | 21,413,101 |            |            | $         | 19,211,544 |           
|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|Liabilities and Stockholders Equity:                                                                   |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|Demand Deposits                                                                                         |                                                                                                                                         | $              | 3,746,741                                  |                                 |            | $          | 3,417,534  |              |            | $          | 3,026,061  |          
|Savings Deposits                                                                                        |                                                                                                                                         |                | 3,665,580                                  |                                 |            |            | 3,440,573  |              |            |            | 3,316,204  |          
|NOW & Money Market Deposits                                                                             |                                                                                                                                         |                | 3,960,731                                  |                                 |            |            | 3,347,385  |              |            |            | 2,817,384  |          
|Time Deposits                                                                                           |                                                                                                                                         |                | 1,922,407                                  |                                 |            |            | 1,949,559  |              |            |            | 2,094,068  |          
|Certificates of Deposit, $100,000 & Over                                                                |                                                                                                                                         |                | 1,176,835                                  |                                 |            |            | 1,037,479  |              |            |            | 978,497    |          
|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|                                                                                                        |                                                                                                                                         | Total Deposits |                                            |                                 | 14,472,294 |            |            |              | 13,192,530 |            |            |           | 12,232,214 |           
|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|Federal Funds Purchased & Securities Sold Under
Agreements to Repurchase                                |                                                                                                                                         |                | 3,291,500                                  |                                 |            |            | 3,851,000  |              |            |            | 3,025,200  |          
|Federal Home Loan Bank Advances                                                                         |                                                                                                                                         |                | 1,850,000                                  |                                 |            |            | 1,550,000  |              |            |            | 1,550,000  |          
|Subordinated Debt                                                                                       |                                                                                                                                         |                | 493,790                                    |                                 |            |            | 499,140    |              |            |            |           |          
|Capital Securities                                                                                      |                                                                                                                                         |                | 273,288                                    |                                 |            |            | 268,926    |              |            |            | 252,374    |          
|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|                                                                                                        | Total Borrowings                                                                                                                        |                |                                            | 5,908,578                       |            |            |            | 6,169,066    |            |            |            | 4,827,574 |           
|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|Due To Brokers                                                                                          |                                                                                                                                         |                | 188,063                                    |                                 |            |            | 105,227    |              |            |            | 140,791    |          
|Accrued Expenses & Other Liabilities                                                                    |                                                                                                                                         |                | 390,365                                    |                                 |            |            | 432,225    |              |            |            | 404,106    |          
|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|                                                                                                        |                                                                                                                                         |                | Total Liabilities                          |                                 | $          | 20,959,300 |            |              | $          | 19,899,048 |            |           | $          | 17,604,685 |           
|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|Stockholders Equity:                                                                                   |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|Preferred Stock, par value $1.00; authorized 10,000,000 shares, Unissued                                |                                                                                                                                         | $              |                                           |                                 |            | $          |           |              |            | $          |           |          
|Common Stock, par value $.01; authorized 500,000,000 shares;
issued 174,580,778 shares at June 30, 2003 |                                                                                                                                         |                | 1,746                                      |                                 |            |            | 1,746      |              |            |            | 1,746      |          
|Additional Paid in Capital                                                                              |                                                                                                                                         |                | 373,851                                    |                                 |            |            | 377,311    |              |            |            | 371,342    |          
|Retained Earnings                                                                                       |                                                                                                                                         |                | 1,705,789                                  |                                 |            |            | 1,590,594  |              |            |            | 1,459,840  |          
|Accumulated Other Comprehensive Income                                                                  |                                                                                                                                         |                | 42,019                                     |                                 |            |            | 17,991     |              |            |            | 43,204     |          
|Deferred Compensation                                                                                   |                                                                                                                                         |                | (65,795                                    | )                               |            |            | (70,562    | )            |            |            | (55,961    | )        
|Treasury Stock at Cost; 18,245,332 shares at June 30, 2003                                              |                                                                                                                                         |                | (485,509                                   | )                               |            |            | (403,027   | )            |            |            | (213,312   | )        
|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|                                                                                                        |                                                                                                                                         |                | Total Stockholders Equity                 |                                 | $          | 1,572,101  |            |              | $          | 1,514,053  |            |           | $          | 1,606,859  |           
|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          
|                                                                                                        |                                                                                                                                         |                | Total Liabilities and Stockholders Equity |                                 | $          | 22,531,401 |            |              | $          | 21,413,101 |            |           | $          | 19,211,544 |           
|                                                                                                        |                                                                                                                                         |                |                                            |                                 |            |            |            |              |            |            |            |          

See accompanying notes to consolidated financial statements

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##### Table of Contents






Consolidated Statements of Income (unaudited)

|                                                                         |                                                     |                            |                           |         |                |        |                |         |        |         |         |         |         |         |         |         |         |         | 
|------------------------------------------------------------------------ | --------------------------------------------------- | -------------------------- | ------------------------- | ------- | -------------- | ------ | -------------- | ------- | ------ | ------- | ------- | ------- | ------- | ------- | ------- | ------- | ------- | ------- | 
|                                                                         |                                                     |                            |                           |         | Three Months   |        | Six Months    
|                                                                         |                                                     |                            |                           |         | Ended June 30, |        | Ended June 30,
|                                                                         |                                                     |                            |                           |         |                |        |               
|(in thousands, except per share amounts)                                 |                                                     | 2003                       |                           | 2002    |                | 2003   |                | 2002   
|                                                                         |                                                     |                            |                           |         |                |        |                |        
|Interest Income:                                                         |                                                     |                            |                           |         |                |        |                |         |        |         |         |         |         |         |         |        
|Loans                                                                    |                                                     | $                          | 195,826                   |         |                | $      | 199,918        |         |        | $       | 392,747 |         |         | $       | 394,589 |        
|Mortgage-Backed Securities                                               |                                                     |                            | 70,355                    |         |                |        | 81,456         |         |        |         | 152,583 |         |         |         | 160,619 |        
|Other Securities                                                         |                                                     |                            | 11,386                    |         |                |        | 8,499          |         |        |         | 24,395  |         |         |         | 17,105  |        
|State & Municipal Obligations                                            |                                                     |                            | 3,990                     |         |                |        | 2,789          |         |        |         | 7,779   |         |         |         | 5,450   |        
|U.S. Treasury & Government Agency Securities                             |                                                     |                            | 685                       |         |                |        | 324            |         |        |         | 1,120   |         |         |         | 794     |        
|Money Market Investments                                                 |                                                     |                            | 95                        |         |                |        | 173            |         |        |         | 269     |         |         |         | 401     |        
|                                                                         |                                                     |                            |                           |         |                |        |                |         |        |         |         |         |         |         |         |        
|                                                                         | Total Interest Income                               |                            |                           | 282,337 |                |        |                | 293,159 |        |         |         | 578,893 |         |         |         | 578,958 |        
|                                                                         |                                                     |                            |                           |         |                |        |                |         |        |         |         |         |         |         |         |        
|Interest Expense:                                                        |                                                     |                            |                           |         |                |        |                |         |        |         |         |         |         |         |         |        
|Savings, NOW & Money Market Deposits                                     |                                                     |                            | 14,476                    |         |                |        | 16,068         |         |        |         | 29,236  |         |         |         | 30,684  |        
|Time Deposits                                                            |                                                     |                            | 9,419                     |         |                |        | 14,726         |         |        |         | 19,472  |         |         |         | 34,121  |        
|Certificates of Deposit, $100,000 & Over                                 |                                                     |                            | 4,801                     |         |                |        | 6,334          |         |        |         | 9,904   |         |         |         | 14,222  |        
|Federal Funds Purchased & Securities Sold
Under Agreements to Repurchase |                                                     |                            | 27,640                    |         |                |        | 21,433         |         |        |         | 56,299  |         |         |         | 41,688  |        
|Federal Home Loan Bank Advances                                          |                                                     |                            | 16,719                    |         |                |        | 19,488         |         |        |         | 35,675  |         |         |         | 39,136  |        
|Subordinated Debt                                                        |                                                     |                            | 7,120                     |         |                |        |               |         |        |         | 14,345  |         |         |         |        |        
|Capital Securities                                                       |                                                     |                            | 2,290                     |         |                |        | 4,689          |         |        |         | 4,640   |         |         |         | 9,829   |        
|                                                                         |                                                     |                            |                           |         |                |        |                |         |        |         |         |         |         |         |         |        
|                                                                         | Total Interest Expense                              |                            |                           | 82,465  |                |        |                | 82,738  |        |         |         | 169,571 |         |         |         | 169,680 |        
|                                                                         |                                                     |                            |                           |         |                |        |                |         |        |         |         |         |         |         |         |        
|                                                                         | Net Interest Income                                 |                            |                           | 199,872 |                |        |                | 210,421 |        |         |         | 409,322 |         |         |         | 409,278 |        
|Provision for Loan Losses                                                |                                                     |                            | 6,500                     |         |                |        | 6,250          |         |        |         | 12,750  |         |         |         | 12,500  |        
|                                                                         |                                                     |                            |                           |         |                |        |                |         |        |         |         |         |         |         |         |        
|                                                                         | Net Interest Income after Provision for Loan Losses |                            |                           | 193,372 |                |        |                | 204,171 |        |         |         | 396,572 |         |         |         | 396,778 |        
|                                                                         |                                                     |                            |                           |         |                |        |                |         |        |         |         |         |         |         |         |        
|Non-Interest Income:                                                     |                                                     |                            |                           |         |                |        |                |         |        |         |         |         |         |         |         |        
|Customer Related Fees & Service Charges                                  |                                                     |                            | 20,460                    |         |                |        | 18,918         |         |        |         | 40,626  |         |         |         | 37,304  |        
|Investment Management, Commissions & Trust Fees                          |                                                     |                            | 3,892                     |         |                |        | 4,844          |         |        |         | 7,016   |         |         |         | 9,594   |        
|Mortgage Banking Fees                                                    |                                                     |                            | 3,199                     |         |                |        | 1,361          |         |        |         | 6,017   |         |         |         | 2,629   |        
|Check Cashing Fees                                                       |                                                     |                            | 1,265                     |         |                |        | 713            |         |        |         | 2,261   |         |         |         | 1,476   |        
|Other Operating Income                                                   |                                                     |                            | 3,964                     |         |                |        | 3,519          |         |        |         | 8,510   |         |         |         | 6,025   |        
|Gain on Sale of Facilities                                               |                                                     |                            | 10,980                    |         |                |        |               |         |        |         | 10,980  |         |         |         |        |        
|Securities Gains                                                         |                                                     |                            | 3,699                     |         |                |        | 353            |         |        |         | 6,296   |         |         |         | 1,381   |        
|                                                                         |                                                     |                            |                           |         |                |        |                |         |        |         |         |         |         |         |         |        
|                                                                         |                                                     |                            | Total Non-Interest Income |         |                | 47,459 |                |         |        | 29,708  |         |         |         | 81,706  |         |         |         | 58,409  | 
|                                                                         |                                                     |                            |                           |         |                |        |                |         |        |         |         |         |         |         |         |        
|Non-Interest Expense:                                                    |                                                     |                            |                           |         |                |        |                |         |        |         |         |         |         |         |         |        
|Employee Compensation & Benefits                                         |                                                     |                            | 49,075                    |         |                |        | 43,148         |         |        |         | 96,415  |         |         |         | 83,813  |        
|Occupancy & Equipment, net                                               |                                                     |                            | 16,389                    |         |                |        | 13,968         |         |        |         | 31,910  |         |         |         | 26,880  |        
|Other Operating Expenses                                                 |                                                     |                            | 16,894                    |         |                |        | 16,343         |         |        |         | 33,711  |         |         |         | 33,046  |        
|Amortization of Identifiable Intangibles                                 |                                                     |                            | 892                       |         |                |        | 952            |         |        |         | 1,784   |         |         |         | 1,904   |        
|Debt Restructuring Costs                                                 |                                                     |                            | 11,955                    |         |                |        |               |         |        |         | 11,955  |         |         |         |        |        
|                                                                         |                                                     |                            |                           |         |                |        |                |         |        |         |         |         |         |         |         |        
|                                                                         |                                                     | Total Non-Interest Expense |                           |         | 95,205         |        |                |         | 74,411 |         |         |         | 175,775 |         |         |         | 145,643 |        
|                                                                         |                                                     |                            |                           |         |                |        |                |         |        |         |         |         |         |         |         |        
|Income Before Income Taxes                                               |                                                     |                            | 145,626                   |         |                |        | 159,468        |         |        |         | 302,503 |         |         |         | 309,544 |        
|Provision for Income Taxes                                               |                                                     |                            | 49,513                    |         |                |        | 55,017         |         |        |         | 102,851 |         |         |         | 106,793 |        
|                                                                         |                                                     |                            |                           |         |                |        |                |         |        |         |         |         |         |         |         |        
|                                                                         |                                                     |                            | Net Income                |         | $              | 96,113 |                |         | $      | 104,451 |         |         | $       | 199,652 |         |         | $       | 202,751 | 
|                                                                         |                                                     |                            |                           |         |                |        |                |         |        |         |         |         |         |         |         |        
|Earnings Per Share  Basic                                               |                                                     | $                          | .63                       |         |                | $      | .65            |         |        | $       | 1.30    |         |         | $       | 1.26    |        
|Earnings Per Share  Diluted                                             |                                                     |                            | .62                       |         |                |        | .64            |         |        |         | 1.29    |         |         |         | 1.25    |        

See accompanying notes to consolidated financial statements

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##### Table of Contents






Consolidated Statements of Cash Flows (unaudited)

|                                                                                                  |                                  |                                           |            |      |           |   |            |   |            |  
|------------------------------------------------------------------------------------------------- | -------------------------------- | ----------------------------------------- | ---------- | ---- | --------- | - | ---------- | - | ---------- | -
|(in thousands)                                                                                    |                                  |                                           |            |      |           |   |            |  
|For the Six Months Ended June 30,                                                                 |                                  | 2003                                      |            | 2002
|                                                                                                  |                                  |                                           |            |     
|Cash Flows from Operating Activities:                                                             |                                  |                                           |            |      |           |   |            |  
|Net Income                                                                                        |                                  | $                                         | 199,652    |      |           | $ | 202,751    |  
|Adjustments to
Reconcile
Net Income to Net Cash Provided by Operating Activities:                 |                                  |                                           |            |      |           |   |            |  
|Provision for Loan Losses                                                                         |                                  |                                           | 12,750     |      |           |   | 12,500     |  
|Depreciation                                                                                      |                                  |                                           | 7,350      |      |           |   | 6,551      |  
|Amortization of Deferred Compensation                                                             |                                  |                                           | 4,966      |      |           |   | 4,296      |  
|Amortization of Identifiable Intangibles                                                          |                                  |                                           | 1,784      |      |           |   | 1,904      |  
|Amortization of Premiums                                                                          |                                  |                                           | 52,544     |      |           |   | 9,945      |  
|Accretion of Discounts and Net Deferred Loan Fees                                                 |                                  |                                           | (15,640    | )    |           |   | (25,708    | )
|Securities Gains, Net                                                                             |                                  |                                           | (6,296     | )    |           |   | (1,381     | )
|Gain on Sale of Facilities                                                                        |                                  |                                           | (10,980    | )    |           |   |           |  
|Debt Restructuring Costs                                                                          |                                  |                                           | 11,955     |      |           |   |           |  
|Purchases
of Trading Assets                                                                       |                                  |                                           | (24,895    | )    |           |   | (16,685    | )
|Sales
of Trading Assets                                                                           |                                  |                                           | 25,362     |      |           |   | 18,091     |  
|Other, Net                                                                                        |                                  |                                           | 51,248     |      |           |   | 65,986     |  
|                                                                                                  |                                  |                                           |            |      |           |   |            |  
|                                                                                                  |                                  | Net Cash Provided by Operating Activities |            |      | 309,800   |   |            |   | 278,250    |  
|                                                                                                  |                                  |                                           |            |      |           |   |            |  
|Cash Flows from Investing Activities:                                                             |                                  |                                           |            |      |           |   |            |  
|Purchases of Securities Held-to-Maturity                                                          |                                  |                                           | (29,348    | )    |           |   | (51        | )
|Maturities, Redemptions, Calls and Principal Repayments on
Securities Held-to-Maturity            |                                  |                                           | 115,035    |      |           |   | 187,201    |  
|Purchases of Securities Available-for-Sale                                                        |                                  |                                           | (4,415,437 | )    |           |   | (2,849,113 | )
|Proceeds
from Sales of Securities Available-for-Sale (1)                                          |                                  |                                           | 1,231,757  |      |           |   | 85,862     |  
|Maturities, Redemptions, Calls and Principal Repayments on
Securities Available-for-Sale          |                                  |                                           | 3,624,486  |      |           |   | 1,257,648  |  
|Loans Originated, Net of Principal Repayments and Charge-offs                                     |                                  |                                           | (729,870   | )    |           |   | (765,410   | )
|Proceeds from the Sale of Loans                                                                   |                                  |                                           | 200,721    |      |           |   | 124,802    |  
|Transfers to Other Real Estate, Net of Sales                                                      |                                  |                                           |           |      |           |   | (77        | )
|Purchases of Premises and Equipment, Net                                                          |                                  |                                           | (20,042    | )    |           |   | (13,977    | )
|                                                                                                  |                                  |                                           |            |      |           |   |            |  
|                                                                                                  |                                  | Net Cash Used in Investing Activities     |            |      | (22,698   | ) |            |   | (1,973,115 | )
|                                                                                                  |                                  |                                           |            |      |           |   |            |  
|Cash Flows from Financing Activities:                                                             |                                  |                                           |            |      |           |   |            |  
|Net Increase in Customer Deposits Liabilities                                                     |                                  |                                           | 1,279,764  |      |           |   | 928,908    |  
|Net (Decrease)/Increase in Borrowings                                                             |                                  |                                           | (271,455   | )    |           |   | 883,018    |  
|Purchase of Treasury Stock                                                                        |                                  |                                           | (91,952    | )    |           |   |           |  
|Exercise of Options and Common Stock Sold for Cash                                                |                                  |                                           | 5,786      |      |           |   | 8,444      |  
|Cash Dividends Paid                                                                               |                                  |                                           | (85,111    | )    |           |   | (78,579    | )
|                                                                                                  |                                  |                                           |            |      |           |   |            |  
|                                                                                                  |                                  | Net Cash Provided by Financing Activities |            |      | 837,032   |   |            |   | 1,741,791  |  
|                                                                                                  |                                  |                                           |            |      |           |   |            |  
|                                                                                                  |                                  | Net Increase in Cash and Cash Equivalents |            |      | 1,124,134 |   |            |   | 46,926     |  
|Cash and Cash Equivalents at Beginning of the Period                                              |                                  |                                           | 424,338    |      |           |   | 350,934    |  
|                                                                                                  |                                  |                                           |            |      |           |   |            |  
|Cash and Cash Equivalents at End of the Period (1)                                                |                                  | $                                         | 1,548,472  |      |           | $ | 397,860    |  
|                                                                                                  |                                  |                                           |            |      |           |   |            |  
|Supplemental Disclosures of Cash Flow Information:                                                |                                  |                                           |            |      |           |   |            |  
|                                                                                                  | Cash Paid During the Period for: |                                           |            |      |           |   |            |   |           
|                                                                                                  |                                  | Interest Expense                          |            | $    | 174,266   |   |            | $ | 167,185    |  
|                                                                                                  |                                  |                                           |            |      |           |   |            |  
|                                                                                                  |                                  | Income Taxes                              |            | $    | 112,160   |   |            | $ | 23,225     |  
|                                                                                                  |                                  |                                           |            |      |           |   |            |  
|During the Period the Company Purchased Various Securities which
Settled in the Subsequent Period |                                  | $                                         | 188,063    |      |           | $ | 140,791    |  
|                                                                                                  |                                  |                                           |            |      |           |   |            |  



|(1) |  | Includes securities held-for-sale and amounts due from brokers in the
accompanying balance sheet.
|--- |  | -------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements

5



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##### Table of Contents






Consolidated Statements of Changes in Stockholders Equity (unaudited)

|                                                 |  |        |       |         |  |            |         |               |  |              |           |          |  |             |        |  |  |   |         |   |  |   |          |   |  |   |           |  
|------------------------------------------------ |  | ------ | ----- | ------- |  | ---------- | ------- | ------------- |  | ------------ | --------- | -------- |  | ----------- | ------ |  |  | - | ------- | - |  | - | -------- | - |  | - | --------- | -
|                                                 |  |        |       |         |  |            |         |               |  |              |           |          |  | Accumulated |        |  |  |   |         |   |  |   |          |   |  |  
|                                                 |  |        |       |         |  | Additional |         |               |  |              |           | Other    |  |             |        |  |  |   |         |   |  |   |          |  
|                                                 |  | Common |       | Paid in |  | Retained   |         | Comprehensive |  | Deferred     |           | Treasury |  |             |        | 
|(dollars in thousands, except per share amounts) |  | Stock  |       | Capital |  | Earnings   |         | Income        |  | Compensation |           | Stock    |  | Total      
|                                                 |  |        |       |         |  |            |         |               |  |              |           |          |  |            
|Balance, December 31, 2001                       |  | $      | 1,746 |         |  | $          | 364,345 |               |  | $            | 1,337,564 |          |  | $           | 10,341 |  |  | $ | (42,535 | ) |  | $ | (234,453 | ) |  | $ | 1,437,008 |  
|Net Income                                       |  |        |      |         |  |            |        |               |  |              | 202,751   |          |  |             |       |  |  |   |        |   |  |   |         |   |  |   | 202,751   |  
|Cash Dividends ($.49 per share)                  |  |        |      |         |  |            |        |               |  |              | (80,475   | )        |  |             |       |  |  |   |        |   |  |   |         |   |  |   | (80,475   | )
|Issuance of Stock (72,092 shares)                |  |        |      |         |  |            | 1,209   |               |  |              |          |          |  |             |       |  |  |   |        |   |  |   | 1,446    |   |  |   | 2,655     |  
|Restricted Stock Activity, net                   |  |        |      |         |  |            | 7,470   |               |  |              |          |          |  |             |       |  |  |   | (13,426 | ) |  |   | 9,839    |   |  |   | 3,883     |  
|Stock Based Compensation Activity, net           |  |        |      |         |  |            | (1,682  | )             |  |              |          |          |  |             |       |  |  |   |        |   |  |   | 9,856    |   |  |   | 8,174     |  
|Other Comprehensive Income                       |  |        |      |         |  |            |        |               |  |              |          |          |  |             | 32,863 |  |  |   |        |   |  |   |         |   |  |   | 32,863    |  
|                                                 |  |        |       |         |  |            |         |               |  |              |           |          |  |             |        |  |  |   |         |   |  |   |          |   |  |   |           |  
|Balance, June 30, 2002                           |  | $      | 1,746 |         |  | $          | 371,342 |               |  | $            | 1,459,840 |          |  | $           | 43,204 |  |  | $ | (55,961 | ) |  | $ | (213,312 | ) |  | $ | 1,606,859 |  
|                                                 |  |        |       |         |  |            |         |               |  |              |           |          |  |             |        |  |  |   |         |   |  |   |          |   |  |   |           |  
|Balance, December 31, 2002                       |  | $      | 1,746 |         |  | $          | 377,311 |               |  | $            | 1,590,594 |          |  | $           | 17,991 |  |  | $ | (70,562 | ) |  | $ | (403,027 | ) |  | $ | 1,514,053 |  
|Net Income                                       |  |        |      |         |  |            |        |               |  |              | 199,652   |          |  |             |       |  |  |   |        |   |  |   |         |   |  |   | 199,652   |  
|Cash Dividends ($.54 per share)                  |  |        |      |         |  |            |        |               |  |              | (84,457   | )        |  |             |       |  |  |   |        |   |  |   |         |   |  |   | (84,457   | )
|Issuance of Stock (84,813 shares)                |  |        |      |         |  |            | 545     |               |  |              |          |          |  |             |       |  |  |   |        |   |  |   | 2,285    |   |  |   | 2,830     |  
|Restricted Stock Activity, net                   |  |        |      |         |  |            | 162     |               |  |              |          |          |  |             |       |  |  |   | 4,767   |   |  |   | 62       |   |  |   | 4,991     |  
|Stock Based Compensation Activity, net           |  |        |      |         |  |            | (4,167  | )             |  |              |          |          |  |             |       |  |  |   |        |   |  |   | 7,123    |   |  |   | 2,956     |  
|Purchases of Treasury Stock (2,796,000 shares)   |  |        |      |         |  |            |        |               |  |              |          |          |  |             |       |  |  |   |        |   |  |   | (91,952  | ) |  |   | (91,952   | )
|Other Comprehensive Income                       |  |        |      |         |  |            |        |               |  |              |          |          |  |             | 24,028 |  |  |   |        |   |  |   |         |   |  |   | 24,028    |  
|                                                 |  |        |       |         |  |            |         |               |  |              |           |          |  |             |        |  |  |   |         |   |  |   |          |   |  |   |           |  
|Balance, June 30, 2003                           |  | $      | 1,746 |         |  | $          | 373,851 |               |  | $            | 1,705,789 |          |  | $           | 42,019 |  |  | $ | (65,795 | ) |  | $ | (485,509 | ) |  | $ | 1,572,101 |  
|                                                 |  |        |       |         |  |            |         |               |  |              |           |          |  |             |        |  |  |   |         |   |  |   |          |   |  |   |           |  

See accompanying notes to consolidated financial statements

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Consolidated Statements of Comprehensive Income (unaudited)

|                                                     |                                                                     |      |                |         |                |      |         |         |   |   |         |         |   |   |         |         |  
|---------------------------------------------------- | ------------------------------------------------------------------- | ---- | -------------- | ------- | -------------- | ---- | ------- | ------- | - | - | ------- | ------- | - | - | ------- | ------- | -
|                                                     |                                                                     |      | Three Months   |         | Six Months    
|                                                     |                                                                     |      | Ended June 30, |         | Ended June 30,
|                                                     |                                                                     |      |                |         |               
|(in thousands)                                       |                                                                     | 2003 |                | 2002    |                | 2003 |         | 2002   
|                                                     |                                                                     |      |                |         |                |      |         |        
|Net Income                                           |                                                                     | $    | 96,113         |         |                | $    | 104,451 |         |   | $ | 199,652 |         |   | $ | 202,751 |        
|Other Comprehensive Income:                          |                                                                     |      |                |         |                |      |         |         |   |   |         |         |   |   |         |        
|Unrealized Gains On Securities:                      |                                                                     |      |                |         |                |      |         |         |   |   |         |         |   |   |         |        
|                                                     | Changes in Unrealized Gains Arising During the Period               |      |                | 12,658  |                |      |         | 82,119  |   |   |         | 30,550  |   |   |         | 63,823  |  
|                                                     | Less: Reclassification Adjustment for Gains Included in Net Income  |      |                | (3,699  | )              |      |         | (353    | ) |   |         | (6,296  | ) |   |         | (1,381  | )
|                                                     |                                                                     |      |                |         |                |      |         |         |   |   |         |         |   |   |         |        
|                                                     |                                                                     |      | 8,959          |         |                |      | 81,766  |         |   |   | 24,254  |         |   |   | 62,442  |        
|                                                     |                                                                     |      |                |         |                |      |         |         |   |   |         |         |   |   |         |        
|Unrealized Gains/(Losses) On Derivative Instruments: |                                                                     |      |                |         |                |      |         |         |   |   |         |         |   |   |         |        
|                                                     | Changes in Unrealized Gains/(Losses) Arising During the Period      |      |                | 3,880   |                |      |         | (13,691 | ) |   |         | 11,260  |   |   |         | (4,789  | )
|                                                     | Plus: Reclassification Adjustment for Losses Included in Net Income |      |                | 6,640   |                |      |         |        |   |   |         | 6,640   |   |   |         |        |  
|                                                     |                                                                     |      |                |         |                |      |         |         |   |   |         |         |   |   |         |        
|                                                     |                                                                     |      | 10,520         |         |                |      | (13,691 | )       |   |   | 17,900  |         |   |   | (4,789  | )      
|                                                     |                                                                     |      |                |         |                |      |         |         |   |   |         |         |   |   |         |        
|                                                     | Other Comprehensive Income, Before Income Taxes                     |      | $              | 19,479  |                |      | $       | 68,075  |   |   | $       | 42,154  |   |   | $       | 57,653  |  
|                                                     | Provision for Income Taxes on Items of Other Comprehensive Income   |      |                | (8,376  | )              |      |         | (29,272 | ) |   |         | (18,126 | ) |   |         | (24,790 | )
|                                                     |                                                                     |      |                |         |                |      |         |         |   |   |         |         |   |   |         |        
|                                                     | Net Other Comprehensive Income                                      |      |                | 11,103  |                |      |         | 38,803  |   |   |         | 24,028  |   |   |         | 32,863  |  
|                                                     |                                                                     |      |                |         |                |      |         |         |   |   |         |         |   |   |         |        
|                                                     | Comprehensive Income                                                |      | $              | 107,216 |                |      | $       | 143,254 |   |   | $       | 223,680 |   |   | $       | 235,614 |  
|                                                     |                                                                     |      |                |         |                |      |         |         |   |   |         |         |   |   |         |        

See accompanying notes to consolidated financial statements

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North Fork Bancorporation, Inc.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
June 30, 2003 and 2002

In this quarterly report filed on Form 10-Q, where the context requires,
the Company, North Fork, we, us, and our refer to North Fork
Bancorporation, Inc. and its subsidiaries.

Basis of Presentation

Our accounting and reporting policies are in conformity with accounting
principles generally accepted in the United States of America. The preparation
of financial statements, in conformity with accounting principles generally
accepted in the United States of America, requires that management make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and the disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of income and
expenses during the reporting period. Such estimates are subject to change in
the future as additional information becomes available or previously existing
circumstances are modified. Actual results could differ from those estimates.
In our opinion, all adjustments have been made for a fair presentation of the
results of operations in these financial statements. We have no unconsolidated
subsidiaries or unconsolidated special purpose entities.

You should read these consolidated financial statements and related
managements discussion and analysis together with the financial information in
our 2002 Annual Report on Form 10-K, previously filed with the SEC. In
reviewing and understanding our financial information, you are encouraged to
read the significant accounting policies (See Note 1  Summary of Significant
Accounting Policies of our 2002 Annual Report) which are used in preparing our
consolidated financial statements. There have not been any significant changes
in the factors or methodology used in determining our accounting estimates
or applied in our critical accounting policies since December 2002 that are
material in relation to our financial condition or results of operations. Of
these policies, we believe the most critical is the accounting for the
allowance for loan losses.

Results of operations for the three and six months ended June 30, 2003,
are not necessarily indicative of the results of operations which may be
expected for the full year 2003 or any future interim period.

Recent Accounting Developments

Accounting for Costs Associated with Exit or Disposal Activities

On January 1, 2003, we adopted the accounting provisions of SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities (SFAS
146). SFAS 146 requires that a liability for costs associated with an exit or
disposal activity be recognized when the liability is incurred and be measured
at fair value. Previous guidance required the recognition of such costs be at
the date of managements commitment to an exit plan. SFAS 146 was effective
for exit or disposal activities initiated after December 31, 2002. The adoption
of SFAS 146 had no impact on our financial statements.

Guarantors Accounting and Disclosure Requirements for Guarantees

On January 1, 2003, we adopted FASB Interpretation No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (FIN 45). FIN 45 requires additional
disclosures by a guarantor about its obligations under certain guarantees that
it has issued. It also clarifies that a guarantor is required to recognize, at
the inception of a guarantee, a liability for the fair value of the obligation
undertaken in issuing the guarantee. The most significant instruments impacted
for us are financial and performance standby letters of credit. The required
disclosure has been incorporated into Managements Discussion and Analysis -
Credit Related Commitments. The adoption of FIN 45 was not material to our
financial statements.

8



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##### Table of Contents



Consolidation of Variable Interest Entities

In January 2003, the FASB released Interpretation No. 46, Consolidation
of Variable Interest Entities (FIN 46). FIN 46 changes the method of
determining whether certain entities, including securitization entities, should
be included in our financial statements. An entity is subject to FIN 46 and is
called a variable interest entity (VIE) if it has (1) equity that is
insufficient to permit the entity to finance its activities without additional
subordinated financial support from other parties, or (2) equity investors that
cannot make significant decisions about the entitys operations, or that do not
absorb the expected losses or receive the expected returns of the entity. A
VIE is consolidated by its primary beneficiary, which is the party involved
with the VIE that has a majority of the expected losses or a majority of the
expected residual returns or both.

The provisions of FIN 46 were effective immediately for VIEs created
after January 31, 2003. For VIEs in which a public enterprise holds a variable
interest that it acquired before February 1, 2003, FIN 46 is applicable
beginning July 1, 2003. In its current form, FIN 46 may require bank holding
companies, such as North Fork, that have used controlled business trusts to
raise financing by issuing trust preferred securities (Capital Securities) to
deconsolidate their investments in those trusts and to exclude the trust
preferred securities from their financial statements. It is currently unknown
if, or when, the FASB will address this issue.

Deconsolidation would result in the re-characterization of the liability
currently reflected as Capital Securities in the consolidated balance sheets
as a liability to the trusts that have issued the securities. There would be
no change in the carrying amount of the liability. However, in July 2003, the
Board of Governors of the Federal Reserve System issued a supervisory letter
instructing bank holding companies to continue to include the trust preferred
securities (Capital Securities) in Tier I capital for regulatory capital
purposes until notice is given to the contrary. The Federal Reserve intends to
review the regulatory implications of any accounting treatment changes and, if
necessary or warranted, provide further appropriate guidance. There can be no
assurance that the Federal Reserve will continue to allow institutions to
include trust preferred securities in Tier I capital for regulatory capital
purposes. As of June 30, 2003, assuming we were not allowed to include the
Capital Securities issued by North Fork Capital Trust I, North Fork Capital
Trust II, and Reliance Capital Trust I in Tier I capital, we would still exceed
the regulatory threshold for capital adequacy.

Accounting for Stock Based Compensation

In 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure (SFAS 148). SFAS 148 amends SFAS
No. 123, Accounting for Stock-Based Compensation (SFAS 123) to provide
alternative transition methods for voluntary change to the fair value method
of accounting for stock-based compensation. It also amended SFAS 123 disclosure
provisions to require prominent disclosure in annual and interim financial
statements about the method used and the effect on reported results. The
transitional requirements of SFAS 148 were effective for fiscal years ending
after December 15, 2002. We continue to account for our stock-based
compensation plans using the intrinsic value method, as permitted under SFAS
123. Compensation expense has not been recognized in the accompanying
statements of income for stock-based compensation plans, other than for
restricted stock awards. Restricted stock awards are recorded as deferred
compensation, a component of stockholders equity, at fair value at the date of
grant and are amortized to compensation expense over the awards specified
vesting periods. Under SFAS 148 and 123, issuers electing to apply the
intrinsic value method, are also required to disclose the pro-forma impact on
net income and earnings per share that the fair value-based method would have
had if applied rather than the intrinsic value method (See Footnote 14 -
Common Stock Plans in our 2002 annual report for additional disclosure).
Stock options are typically awarded at year end and contain a nominal vesting
period. Accordingly, since the pro forma effect on net income of expensing
stock options,during the three and six months ended June 30, 2003, is minimal,
we have not included such pro forma compensation expense and its related effect
on net income and earnings per share herein.

Accounting for Derivative Instruments and Hedging Activities

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities (SFAS 149). SFAS 149 amends
and clarifies accounting and reporting for derivative instruments, including
certain derivative instruments embedded in other contracts (collectively
referred to as derivatives), and for hedging activities under SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. In particular,
SFAS 149 clarifies under what circumstances a contract with an initial net
investment meets the characteristic of a derivative and when a derivative
contains a financing component that warrants special reporting in the statement
of cash flows. SFAS No. 149 should be applied prospectively to contracts
entered into or modified after June 30, 2003. Adoption of SFAS 149 is not
expected to have a material effect on our financial statements.

Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity
(SFAS 150). SFAS 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. SFAS 150 requires that an issuer classify a financial instrument
that is within its scope as a liability (or an asset in some circumstances)
because that financial instrument embodies an obligation of the issuer. SFAS
150 is effective for financial instruments entered into or modified after May
31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. Adoption of SFAS 150 is not expected to
have a material effect on our financial statements.

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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statement

This document, including information incorporated by reference, contains
forward-looking statements (as that term is defined in the Private Securities
Litigation Reform Act of 1995). In addition, senior management may make
forward-looking statements orally to analysts, investors, the media, and
others. These forward looking statements may be identified by the use of such
words as: believe, expect, anticipate, intend, plan, estimate, or
words of similar meaning, or future or conditional verbs such as will,
would, should, could, or may.

Examples of forward-looking statements include, but are not limited to,
estimates with respect to our financial condition, expected or anticipated
revenues, results of operations and our business, with respect to:



| |  |  | projections of revenues, income, earnings per share, capital
expenditures, assets, liabilities, dividends, capital structure, or
other financial items;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | descriptions of plans or objectives of management for future
operations, products, or services, including pending acquisition
transactions;            
|
| |  |  | forecasts of future economic performance; and                                                                                                          
|
| |  |  | descriptions of assumptions underlying or relating to any of the foregoing.                                                                            

By their nature, forward-looking statements are subject to risks and
uncertainties. There are a number of factors, many of which are beyond our
control, that could cause actual conditions, events, or results to differ
significantly from those described in the forward-looking statements.

Factors which could cause or contribute to such differences include but are not
limited to:



| |  |  | general business and economic conditions on both a regional and national level                                                                                         
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | worldwide political and social unrest, including acts of war and terrorism                                                                                             
|
| |  |  | increased competition in the products and services we offer and the markets in which we conduct our business                                                           
|
| |  |  | the interest rate environment                                                                                                                                          
|
| |  |  | fluctuations in the capital and bond markets, which may directly or indirectly affect our asset portfolio                                                              
|
| |  |  | legislative or regulatory developments, including changes in laws
concerning taxes, banking, securities, insurance and other aspects of
the financial services industry
|
| |  |  | technological changes, including the impact of the Internet                                                                                                            
|
| |  |  | monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board                                             
|
| |  |  | accounting principles, policies, practices or guidelines                                                                                                               
|
| |  |  | changes in corporate law and best practices                                                                                                                            

Any forward-looking statements made in this report or incorporated by
reference in this report are made as of the date of this report, and, except as
required by applicable law, we assume no obligation to update the
forward-looking statements or to update the reasons why actual results could
differ from those projected in the forward-looking statements. You should
consider these risks and uncertainties in evaluating forward-looking statements
and you should not place undue reliance on these statements.

Company Description

We are a multi-bank holding company headquartered in Melville, New York. We
operate 172 branches in the New York Metropolitan area, substantially all of
which are branches of North Fork Bank, a New York chartered trust company and
our primary subsidiary. At June 30, 2003, North Fork Banks assets and revenues
represent 95% of our consolidated assets and revenue. North Fork Bank provides
banking and financial services to middle market and small business
organizations, local government units and retail banking customers in the
greater New York Metropolitan area. Our non-bank subsidiaries offer financial
services and related products such as asset management, securities brokerage
and alternative investment products. Our other banking subsidiary, Superior
Savings of New England, N.A., is a nationally chartered bank that focuses on
gathering deposits throughout the northeast United States.

We
operate in a densely populated area; the New York City boroughs of
Manhattan, Queens, Brooklyn and the Bronx and the four neighboring New York
counties of Nassau, Suffolk, Westchester and Rockland. This geographic area has
a population exceeding 11 million people comprising over 4 million households
and deposits approaching $400 billion. A significant portion of these deposits
are controlled by a few multi-national banking organizations. This
competitively attractive environment provides multiple opportunities to gain
market share through internal growth, branch expansion and potential
acquisitions.

10



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Financial Summary

Overview

Selected financial highlights for the three and six months ended June 30,
2003 and 2002 are set forth in the table below. The succeeding discussion and
analysis describes the changes in components of operating results.

|                                                  |                                        |      |                |         |                |      |   |         |   |  |   |         |   |  |   |         |  
|------------------------------------------------- | -------------------------------------- | ---- | -------------- | ------- | -------------- | ---- | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                  |                                        |      | Three Months   |         | Six Months    
|                                                  |                                        |      | Ended June 30, |         | Ended June 30,
|                                                  |                                        |      |                |         |               
|(in thousands, except ratios & per share amounts) |                                        | 2003 |                | 2002    |                | 2003 |   | 2002   
|                                                  |                                        |      |                |         |                |      |   |        
|Earnings:                                         |                                        |      |                |         |                |      |   |         |   |  |   |         |   |  |   |        
|                                                  | Net Income                             |      | $              | 96,113  |                |      | $ | 104,451 |   |  | $ | 199,652 |   |  | $ | 202,751 |  
|Per Share:                                        |                                        |      |                |         |                |      |   |         |   |  |   |         |   |  |   |        
|                                                  | Earnings Per Share  Basic             |      | $              | .63     |                |      | $ | .65     |   |  | $ | 1.30    |   |  | $ | 1.26    |  
|                                                  | Earnings Per Share  Diluted           |      |                | .62     |                |      |   | .64     |   |  |   | 1.29    |   |  |   | 1.25    |  
|                                                  | Cash Dividends                         |      |                | .27     |                |      |   | .25     |   |  |   | .54     |   |  |   | .49     |  
|                                                  | Dividend Payout Ratio                  |      |                | 44      | %              |      |   | 39      | % |  |   | 42      | % |  |   | 40      | %
|                                                  | Book Value                             |      | $              | 10.06   |                |      | $ | 9.80    |   |  | $ | 10.06   |   |  | $ | 9.80    |  
|Weighted Averages Shares:                         |                                        |      |                |         |                |      |   |         |   |  |   |         |   |  |   |        
|                                                  | Basic                                  |      |                | 152,911 |                |      |   | 160,578 |   |  |   | 153,417 |   |  |   | 160,445 |  
|                                                  | Diluted                                |      |                | 154,451 |                |      |   | 162,488 |   |  |   | 154,961 |   |  |   | 162,333 |  
|                                                  |                                        |      |                |         |                |      |   |         |   |  |   |         |   |  |   |         |  
|Selected Ratios:                                  |                                        |      |                |         |                |      |   |         |   |  |   |         |   |  |   |        
|                                                  | Return on Average Total Assets         |      |                | 1.73    | %              |      |   | 2.34    | % |  |   | 1.83    | % |  |   | 2.33    | %
|                                                  | Return on Average Stockholders Equity |      |                | 25.00   |                |      |   | 26.08   |   |  |   | 26.36   |   |  |   | 25.89   |  
|                                                  | Yield on Interest Earning Assets       |      |                | 5.60    |                |      |   | 7.16    |   |  |   | 5.86    |   |  |   | 7.28    |  
|                                                  | Cost of Funds                          |      |                | 1.97    |                |      |   | 2.55    |   |  |   | 2.06    |   |  |   | 2.66    |  
|                                                  | Net Interest Margin                    |      |                | 4.00    |                |      |   | 5.18    |   |  |   | 4.18    |   |  |   | 5.18    |  
|                                                  | Core Efficiency Ratio (1)              |      |                | 34.84   |                |      |   | 30.34   |   |  |   | 33.70   |   |  |   | 30.51   |  
|                                                  |                                        |      |                |         |                |      |   |         |   |  |   |         |   |  |   |         |  



|(1) |  | The core efficiency ratio is used by the financial services industry to
measure an organizations operating efficiency. It represents the ratio of
non-interest expense, excluding debt restructuring costs, to net interest
income on a tax equivalent basis and non-interest income, excluding
facilities and securities gains.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Balance Sheet Restructuring and Capital Management

During the past several years, we have periodically taken advantage of
prevailing economic conditions to leverage our excess capital through the
purchase of mortgage-backed securities, funded principally with short-term
borrowings. This strategy has generated approximately $150 million in capital
since 2000. In the latter half of 2002, we accelerated our leveraging
strategy, adding approximately $3 billion in mortgage-backed securities funded
principally with short-term borrowings and $500 million in subordinated debt
proceeds. This decision capitalized on attractive spreads between these assets
and liabilities due in part to a weak economic environment and FRB actions.
However, the continuation of the low interest rate environment through the
first half of 2003 accelerated prepayment activity, shortening the anticipated
lives of our mortgage-backed securities and accelerating premium amortization.
Moreover, as rates continued to decline in 2003, the yields available to
reinvest portfolio cash flows were at historically low levels. This fact
coupled with the prospect of a near term economic recovery led us to reevaluate
our strategy. In light of these developments, we
decided to enter into a program to reposition our balance sheet by reducing the
securities portfolio by approximately $2.5-$3.0 billion with proceeds used to
liquidate short-term borrowings. We also restructured $1 billion in longer-term
borrowings and redeployed excess capital through an aggressive share repurchase
program.

We believe that a potential economic recovery creates a bias toward higher
long-term interest rates rather than further significant declines. We have
seen early indications of this upward trend as the rate on the 10-year Treasury
has risen 140 basis points from its June low point reinforcing our decision to
pursue our restructuring plan. An economic recovery and increased long-term
interest rates would have exposed our securities portfolio, as previously
configured, to extension risk and potentially significant unrealized losses.
The portfolio was reduced by $1.4 billion on a linked quarter basis and $2
billion from an interim period high through $1.1 billion in sales, at a gain of
$0.4 million, and cash flows. The sales proceeds received in July, 2003, are
included on the balance sheet as securities held-for-sale and amounts due from
brokers. These proceeds were used to reduce short-term borrowings. We
anticipate reducing our securities portfolio by an additional $1.0-$1.5 billion
through portfolio cash flows and/or securities sales by the end of the year.

11



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##### Table of Contents



The $1 billion in longer-term borrowings were restructured as follows:

On or prior to June 30, 2003:



| |  |  | $300 million of variable rate term-borrowings were prepaid
and their underlying pay fixed swaps maturing in 2004 were
canceled, resulting in a $6.6 million charge.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | $200 million of fixed rate term-borrowings maturing in
2004 were prepaid, resulting in a $5.3 million charge.                                                      
|
| |  |  | $350 million of 5.875% Subordinated Debt was converted from fixed to floating using interest rate swaps.                                                           

During July 2003:

|
|
|
|
|

(For further details regarding the above swaps and related borrowings, see
the Derivative Financial Instruments section.)

As part of this plan, the Board of Directors approved an increase of our
share repurchase program authorizing the repurchase of up to 8 million shares,
or 5% of the shares outstanding. As of August 8, 2003, we had repurchased 4.4
million shares at an average per share price of $34.73.

The balance sheet restructuring reduced net interest income and net
income, although we anticipate that the net interest margin will improve in the
third quarter by 10-20 basis points. The share repurchase component should
offset in part the restructuring plans anticipated negative impact on earnings
per share and, therefore, we do not disagree with the current third quarter
I/B/E/S mean earnings per share estimate. However, it is important to note
that future net interest income, margin trends and earnings per share trends
will continue to be dependent upon the magnitude of loan demand, deposit growth
and the movement of market interest rates. Future operating results will also
be impacted by trends in the overall economy.

Net Income

We reported net income of $96.1 million, or diluted earnings per share of
$.62 in the quarter as compared to $104.5 million or diluted earnings per share
of $.64 for the 2002 second quarter. Net income in the quarter included gains
from sale of certain facilities totaling $11 million, securities gains of $3.7
million and a charge of $12 million associated with restructuring $1 billion in
longer-term borrowings, as discussed in detail above. Returns on average
stockholders equity and average total assets were 25.0% and 1.7%, respectively
during the second quarter of 2003 compared to 26.1% and 2.3%, respectively, a
year ago.

Net income for the six months ended June 30, 2003 was $199.7 million, or
diluted earnings per share of $1.29 as compared to $202.8 million or diluted
earnings per share of $1.25 for the same period of 2002. Return on average
stockholders equity and average total assets were 26.4% and 1.8%,
respectively, during the six months ended June 30, 2003, as compared to 25.9%
and 2.3%, respectively, for the comparable prior year period.

Net Interest Income

Net interest income is the difference between interest earned on assets
and interest incurred on liabilities and constituted 86% of total revenue for
the period. Net interest income is affected by the level and composition of
assets, liabilities and equity, as well as changes in market interest rates.

Net interest margin is determined by dividing tax equivalent net interest
income by average interest-earning assets. The interest rate spread is the
difference between the average equivalent yield earned on interest-earning
assets and the average rate paid on interest-bearing liabilities. The net
interest margin is generally greater than the interest rate spread due to the
additional income earned on those assets funded by non-interest-bearing
liabilities, primarily demand deposits and stockholders equity.

12



---



##### Table of Contents



The following table presents an analysis of net interest income by each
major category of interest earning assets and interest-bearing liabilities for
the three months ended June 30:

|                                                                         |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |      |      |  | 
|------------------------------------------------------------------------ | ------------------------------------------ | ---------------------------------- | ------------------- | ---------- | ---------- | ---- | ------- | ------- | ------ | -------- | ------- | ---- | ------- | - | ---------- | ---------- | ---------- | - | ------- | ------- | ------ | ------- | ---- | ---- | ---- |  | 
|                                                                         |                                            |                                    |                     |            | 2003       |      | 2002   
|                                                                         |                                            |                                    |                     |            |            |      |        
|                                                                         |                                            |                                    |                     |            | Average    |      |         |         |        |          | Average |      | Average |   |            |            |            |   | Average
|(dollars in thousands )                                                  |                                            | Balance                            |                     | Interest   |            | Rate |         | Balance |        | Interest |         | Rate
|                                                                         |                                            |                                    |                     |            |            |      |         |         |        |          |         |     
|Interest Earning Assets:                                                 |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|Securities (1)                                                           |                                            | $                                  | 8,927,680           |            |            | $    | 92,221  |         |        |          | 4.14    | %    |         | $ | 5,856,302  |            |            | $ | 98,083  |         |        |         | 6.72 | %   
|Loans, net (2)                                                           |                                            |                                    | 11,696,983          |            |            |      | 196,220 |         |        |          | 6.73    |      |         |   | 10,825,814 |            |            |   | 200,248 |         |        |         | 7.42 |     
|Money Market Investments                                                 |                                            |                                    | 37,132              |            |            |      | 143     |         |        |          | 1.54    |      |         |   | 40,199     |            |            |   | 213     |         |        |         | 2.13 |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|                                                                         | Total Interest Earning Assets (3)          |                                    |                     | 20,661,795 |            |      |         | 288,584 |        |          |         | 5.60 | %       |   |            | 16,722,315 |            |   |         | 298,544 |        |         |      | 7.16 | %   
|                                                                         |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|Non Interest Earning Assets:                                             |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|Cash and Due from Banks                                                  |                                            |                                    | 415,732             |            |            |      |         |         |        |          |         |      |         |   | 350,342    |            |            |   |         |         |        |         |      |     
|Other Assets (1)                                                         |                                            |                                    | 1,231,544           |            |            |      |         |         |        |          |         |      |         |   | 822,814    |            |            |   |         |         |        |         |      |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|                                                                         | Total Assets                               |                                    | $                   | 22,309,071 |            |      |         |         |        |          |         |      |         |   | $          | 17,895,471 |            |   |         |         |        |         |      |      |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|Interest Bearing Liabilities:                                            |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|Savings, NOW & Money Market Deposits                                     |                                            | $                                  | 7,250,200           |            |            | $    | 14,476  |         |        |          | 0.80    | %    |         | $ | 5,920,735  |            |            | $ | 16,068  |         |        |         | 1.09 | %   
|Time Deposits                                                            |                                            |                                    | 3,023,237           |            |            |      | 14,220  |         |        |          | 1.89    |      |         |   | 3,203,699  |            |            |   | 21,060  |         |        |         | 2.64 |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|                                                                         | Total Savings and Time Deposits            |                                    |                     | 10,273,437 |            |      |         | 28,696  |        |          |         | 1.12 | %       |   |            | 9,124,434  |            |   |         | 37,128  |        |         |      | 1.63 | %   
|Federal Funds Purchased & Securities Sold
Under Agreements to Repurchase |                                            |                                    | 4,312,648           |            |            |      | 27,640  |         |        |          | 2.57    |      |         |   | 2,109,765  |            |            |   | 21,433  |         |        |         | 4.07 |     
|Federal Home Loan Bank Advances                                          |                                            |                                    | 1,447,802           |            |            |      | 16,719  |         |        |          | 4.63    |      |         |   | 1,550,000  |            |            |   | 19,488  |         |        |         | 5.04 |     
|Subordinated Debt                                                        |                                            |                                    | 499,174             |            |            |      | 7,120   |         |        |          | 5.72    |      |         |   |           |            |            |   |        |         |        |         |     |     
|Capital Securities                                                       |                                            |                                    | 268,943             |            |            |      | 2,290   |         |        |          | 3.42    |      |         |   | 244,373    |            |            |   | 4,689   |         |        |         | 7.70 |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|                                                                         | Total Borrowings                           |                                    |                     | 6,528,567  |            |      |         | 53,769  |        |          |         | 3.30 |         |   |            | 3,904,138  |            |   |         | 45,610  |        |         |      | 4.69 |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|                                                                         |                                            | Total Interest Bearing Liabilities |                     |            | 16,802,004 |      |         |         | 82,465 |          |         |      | 1.97    |   |            |            | 13,028,572 |   |         |         | 82,738 |         |      |      | 2.55 | 
|                                                                         |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|Rate Spread                                                              |                                            |                                    |                     |            |            |      |         |         |        |          | 3.63    | %    |         |   |            |            |            |   |         |         |        |         | 4.61 | %   
|Non-Interest Bearing Liabilities:                                        |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|Demand Deposits                                                          |                                            |                                    | 3,550,810           |            |            |      |         |         |        |          |         |      |         |   | 2,857,358  |            |            |   |         |         |        |         |      |     
|Other Liabilities                                                        |                                            |                                    | 377,551             |            |            |      |         |         |        |          |         |      |         |   | 376,929    |            |            |   |         |         |        |         |      |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|Total Liabilities                                                        |                                            |                                    | 20,730,365          |            |            |      |         |         |        |          |         |      |         |   | 16,262,859 |            |            |   |         |         |        |         |      |     
|Stockholders Equity                                                     |                                            |                                    | 1,578,706           |            |            |      |         |         |        |          |         |      |         |   | 1,632,612  |            |            |   |         |         |        |         |      |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|                                                                         | Total Liabilities and Stockholders Equity |                                    | $                   | 22,309,071 |            |      |         |         |        |          |         |      |         |   | $          | 17,895,471 |            |   |         |         |        |         |      |      |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|Net Interest Income and Net Interest Margin                              |                                            |                                    |                     |            |            |      | 206,119 |         |        |          | 4.00    | %    |         |   |            |            |            |   | 215,806 |         |        |         | 5.18 | %   
|Less: Tax Equivalent Adjustment (3)                                      |                                            |                                    |                     |            |            |      | (6,247  | )       |        |          |         |      |         |   |            |            |            |   | (5,385  | )       |        |         |      |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|                                                                         |                                            |                                    | Net Interest Income |            |            |      |         |         | $      | 199,872  |         |      |         |   |            |            |            |   |         |         | $      | 210,421 |      |      |      |  | 
|                                                                         |                                            |                                    |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     



|(1) |  | For purposes of these computations, unrealized gains/(losses) on
available-for-sale securities are recorded in other assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | For purposes of these computations, non-accrual loans are included in
average loans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(3) |  | Interest income on a tax equivalent basis includes the additional amount
of income that would have been earned if investments in tax exempt money
market investments and securities, state and municipal obligations,
non-taxable loans, public equity and debt securities, and U.S. Treasuries
had been made in securities and loans subject to Federal, State, and Local
income taxes yielding the same after-tax income. The tax equivalent
amount for $1.00 of those aforementioned categories was $1.77, $1.65,
$1.55, $1.23, and $1.15 for the three months ended June 30, 2003; and
$1.77, $1.66, $1.55, $1.23, and $1.03 for the three months ended June 30,
2002.

13



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##### Table of Contents



The following table presents an analysis of net interest income by each major
category of interest earning assets and interest-bearing liabilities for the
six months ended June 30:

|                                                                         |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |      |      |  | 
|------------------------------------------------------------------------ | ------------------------------------------ | ---------------------------------- | ------------------- | ---------- | ---------- | ---- | ------- | ------- | ------- | -------- | ------- | ---- | ------- | - | ---------- | ---------- | ---------- | - | ------- | ------- | ------- | ------- | ---- | ---- | ---- |  | 
|                                                                         |                                            |                                    |                     |            |            |      |         |         | 2003    |          |         |      |         |   |            |            |            |   | 2002    |         |         |         |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |     
|                                                                         |                                            |                                    |                     |            | Average    |      |         |         |         |          | Average |      | Average |   |            |            |            |   | Average
|(dollars in thousands )                                                  |                                            | Balance                            |                     | Interest   |            | Rate |         | Balance |         | Interest |         | Rate
|                                                                         |                                            |                                    |                     |            |            |      |         |         |         |          |         |     
|Interest Earning Assets:                                                 |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |     
|Securities (1)                                                           |                                            | $                                  | 8,753,804           |            |            | $    | 197,310 |         |         |          | 4.55    | %    |         | $ | 5,624,821  |            |            | $ | 193,800 |         |         |         | 6.95 | %   
|Loans, net (2)                                                           |                                            |                                    | 11,548,068          |            |            |      | 393,489 |         |         |          | 6.87    |      |         |   | 10,657,229 |            |            |   | 395,231 |         |         |         | 7.48 |     
|Money Market Investments                                                 |                                            |                                    | 47,659              |            |            |      | 397     |         |         |          | 1.68    |      |         |   | 49,005     |            |            |   | 469     |         |         |         | 1.93 |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |     
|                                                                         | Total Interest Earning Assets (3)          |                                    |                     | 20,349,531 |            |      |         | 591,196 |         |          |         | 5.86 | %       |   |            | 16,331,055 |            |   |         | 589,500 |         |         |      | 7.28 | %   
|                                                                         |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |     
|Non Interest Earning Assets:                                             |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |     
|Cash and Due from Banks                                                  |                                            |                                    | 415,797             |            |            |      |         |         |         |          |         |      |         |   | 350,538    |            |            |   |         |         |         |         |      |     
|Other Assets (1)                                                         |                                            |                                    | 1,214,918           |            |            |      |         |         |         |          |         |      |         |   | 865,647    |            |            |   |         |         |         |         |      |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |     
|                                                                         | Total Assets                               |                                    | $                   | 21,980,246 |            |      |         |         |         |          |         |      |         |   | $          | 17,547,240 |            |   |         |         |         |         |      |      |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |     
|Interest Bearing Liabilities:                                            |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |     
|Savings, NOW & Money Market Deposits                                     |                                            | $                                  | 7,036,196           |            |            | $    | 29,236  |         |         |          | 0.84    | %    |         | $ | 5,661,782  |            |            | $ | 30,684  |         |         |         | 1.09 | %   
|Time Deposits                                                            |                                            |                                    | 3,074,038           |            |            |      | 29,376  |         |         |          | 1.93    |      |         |   | 3,321,072  |            |            |   | 48,343  |         |         |         | 2.94 |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |     
|                                                                         | Total Savings and Time Deposits            |                                    |                     | 10,110,234 |            |      |         | 58,612  |         |          |         | 1.17 | %       |   |            | 8,982,854  |            |   |         | 79,027  |         |         |      | 1.77 | %   
|Federal Funds Purchased & Securities Sold
Under Agreements to Repurchase |                                            |                                    | 4,241,147           |            |            |      | 56,299  |         |         |          | 2.68    |      |         |   | 2,075,169  |            |            |   | 41,688  |         |         |         | 4.05 |     
|Federal Home Loan Bank Advances                                          |                                            |                                    | 1,498,619           |            |            |      | 35,675  |         |         |          | 4.80    |      |         |   | 1,550,000  |            |            |   | 39,136  |         |         |         | 5.09 |     
|Subordinated Debt                                                        |                                            |                                    | 499,163             |            |            |      | 14,345  |         |         |          | 5.80    |      |         |   |           |            |            |   |        |         |         |         |     |     
|Capital Securities                                                       |                                            |                                    | 268,935             |            |            |      | 4,640   |         |         |          | 3.48    |      |         |   | 244,370    |            |            |   | 9,829   |         |         |         | 8.11 |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |     
|                                                                         | Total Borrowings                           |                                    |                     | 6,507,864  |            |      |         | 110,959 |         |          |         | 3.44 |         |   |            | 3,869,539  |            |   |         | 90,653  |         |         |      | 4.72 |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |     
|                                                                         |                                            | Total Interest Bearing Liabilities |                     |            | 16,618,098 |      |         |         | 169,571 |          |         |      | 2.06    |   |            |            | 12,852,393 |   |         |         | 169,680 |         |      |      | 2.66 | 
|                                                                         |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |     
|Rate Spread                                                              |                                            |                                    |                     |            |            |      |         |         |         |          | 3.80    | %    |         |   |            |            |            |   |         |         |         |         | 4.62 | %   
|Non-Interest Bearing Liabilities:                                        |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |     
|Demand Deposits                                                          |                                            |                                    | 3,416,613           |            |            |      |         |         |         |          |         |      |         |   | 2,740,892  |            |            |   |         |         |         |         |      |     
|Other Liabilities                                                        |                                            |                                    | 381,780             |            |            |      |         |         |         |          |         |      |         |   | 349,432    |            |            |   |         |         |         |         |      |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |     
|Total Liabilities                                                        |                                            |                                    | 20,416,491          |            |            |      |         |         |         |          |         |      |         |   | 15,942,717 |            |            |   |         |         |         |         |      |     
|Stockholders Equity                                                     |                                            |                                    | 1,563,755           |            |            |      |         |         |         |          |         |      |         |   | 1,604,523  |            |            |   |         |         |         |         |      |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |     
|                                                                         | Total Liabilities and Stockholders Equity |                                    | $                   | 21,980,246 |            |      |         |         |         |          |         |      |         |   | $          | 17,547,240 |            |   |         |         |         |         |      |      |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |     
|Net Interest Income and Net Interest Margin                              |                                            |                                    |                     |            |            |      | 421,625 |         |         |          | 4.18    | %    |         |   |            |            |            |   | 419,820 |         |         |         | 5.18 | %   
|Less: Tax Equivalent Adjustment (3)                                      |                                            |                                    |                     |            |            |      | (12,303 | )       |         |          |         |      |         |   |            |            |            |   | (10,542 | )       |         |         |      |     
|                                                                         |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |     
|                                                                         |                                            |                                    | Net Interest Income |            |            |      |         |         | $       | 409,322  |         |      |         |   |            |            |            |   |         |         | $       | 409,278 |      |      |      |  | 
|                                                                         |                                            |                                    |                     |            |            |      |         |         |         |          |         |      |         |   |            |            |            |   |         |         |         |         |      |     



|(1) |  | For purposes of these computations, unrealized gains/(losses) on
available-for-sale securities are recorded in other assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | For purposes of these computations, non-accrual loans are included in
average loans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(3) |  | Interest income on a tax equivalent basis includes the additional amount
of income that would have been earned if investments in tax exempt money
market investments and securities, state and municipal obligations,
non-taxable loans, public equity and debt securities, and U.S. Treasuries
had been made in securities and loans subject to Federal, State, and Local
income taxes yielding the same after-tax income. The tax equivalent
amount for $1.00 of those aforementioned categories was $1.77, $1.65,
$1.55, $1.23 and $1.10 for the six months ended June 30, 2003; and $1.77,
$1.66, $1.55, $1.24 and $1.03 for the six months ended June 30, 2002.

14



---



##### Table of Contents



The following table highlights the relative impact on net interest income
brought about by changes in average interest earning assets and interest
bearing liabilities as well as changes in average rates on such assets and
liabilities. Due to the numerous simultaneous volume and rate changes during
the periods analyzed, it is not possible to precisely allocate changes to
volume or rate. For presentation purposes, changes which are not solely due to
changes in volume or rate have been allocated to these categories based on the
respective percentage changes in average volume and average rates as they
compare to each other.

|                                                                           |                        |               |                    |        |         |        |              |         |         |      |         |        |                  |   |        |         |  |   |         |          |   |   |         |       |  
|-------------------------------------------------------------------------- | ---------------------- | ------------- | ------------------ | ------ | ------- | ------ | ------------ | ------- | ------- | ---- | ------- | ------ | ---------------- | - | ------ | ------- |  | - | ------- | -------- | - | - | ------- | ----- | -
|                                                                           |                        |               | Three Months Ended |        |         |        |              |         |         |      |         |        | Six Months Ended |   |        |         | 
|For the periods ended June 30,                                             |                        | 2003 vs. 2002
|                                                                           |                        |              
|                                                                           |                        |               | Change in          |        |         |        |              |         |         |      |         |        | Change in        |   |        |         |  |   |         |          |  
|                                                                           |                        |               | Average            |        | Average |        | Net Interest |         | Average |      | Average |        | Net Interest    
|(in thousands)                                                             |                        | Volume        |                    | Rate   |         | Income |              | Volume  |         | Rate |         | Income
|                                                                           |                        |               |                    |        |         |        |              |         |         |      |         |       
|Interest Income from Earning Assets:                                       |                        |               |                    |        |         |        |              |         |         |      |         |        |                  |   |        |         |  |   |         |          |   |   |         |      
|Securities                                                                 |                        | $             | 40,500             |        |         | $      | (46,362      | )       |         | $    | (5,862  | )      |                  | $ | 85,444 |         |  | $ | (81,934 | )        |   | $ | 3,510   |      
|Loans, net                                                                 |                        |               | 15,419             |        |         |        | (19,447      | )       |         |      | (4,028  | )      |                  |   | 31,677 |         |  |   | (33,419 | )        |   |   | (1,742  | )    
|Money Market Investments                                                   |                        |               | (15                | )      |         |        | (55          | )       |         |      | (70     | )      |                  |   | (13    | )       |  |   | (59     | )        |   |   | (72     | )    
|                                                                           |                        |               |                    |        |         |        |              |         |         |      |         |        |                  |   |        |         |  |   |         |          |   |   |         |      
|                                                                           | Total Interest Income  |               |                    | 55,904 |         |        |              | (65,864 | )       |      |         | (9,960 | )                |   |        | 117,108 |  |   |         | (115,412 | ) |   |         | 1,696 |  
|                                                                           |                        |               |                    |        |         |        |              |         |         |      |         |        |                  |   |        |         |  |   |         |          |   |   |         |      
|Interest Expense on Liabilities:                                           |                        |               |                    |        |         |        |              |         |         |      |         |        |                  |   |        |         |  |   |         |          |   |   |         |      
|Savings, NOW & Money Market Deposits                                       |                        |               | 3,171              |        |         |        | (4,763       | )       |         |      | (1,592  | )      |                  |   | 6,563  |         |  |   | (8,011  | )        |   |   | (1,448  | )    
|Time Deposits                                                              |                        |               | (1,166             | )      |         |        | (5,674       | )       |         |      | (6,840  | )      |                  |   | (3,490 | )       |  |   | (15,477 | )        |   |   | (18,967 | )    
|Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase |                        |               | 16,285             |        |         |        | (10,078      | )       |         |      | 6,207   |        |                  |   | 32,250 |         |  |   | (17,639 | )        |   |   | 14,611  |      
|Other Borrowings                                                           |                        |               | (2,548             | )      |         |        | (221         | )       |         |      | (2,769  | )      |                  |   | (2,556 | )       |  |   | (905    | )        |   |   | (3,461  | )    
|Subordinated Debt                                                          |                        |               | 7,120              |        |         |        |             |         |         |      | 7,120   |        |                  |   | 14,345 |         |  |   |        |          |   |   | 14,345  |      
|Capital Securities                                                         |                        |               | 431                |        |         |        | (2,830       | )       |         |      | (2,399  | )      |                  |   | 903    |         |  |   | (6,092  | )        |   |   | (5,189  | )    
|                                                                           |                        |               |                    |        |         |        |              |         |         |      |         |        |                  |   |        |         |  |   |         |          |   |   |         |      
|                                                                           | Total Interest Expense |               |                    | 23,293 |         |        |              | (23,566 | )       |      |         | (273   | )                |   |        | 48,015  |  |   |         | (48,124  | ) |   |         | (109  | )
|                                                                           |                        |               |                    |        |         |        |              |         |         |      |         |        |                  |   |        |         |  |   |         |          |   |   |         |      
|Net Change in Net Interest Income                                          |                        | $             | 32,611             |        |         | $      | (42,298      | )       |         | $    | (9,687  | )      |                  | $ | 69,093 |         |  | $ | (67,288 | )        |   | $ | 1,805   |      
|                                                                           |                        |               |                    |        |         |        |              |         |         |      |         |        |                  |   |        |         |  |   |         |          |   |   |         |      



|(1) |  | The above table is presented on a tax equivalent basis.                             
|--- |  | ------------------------------------------------------------------------------------
|   
|(2) |  | For purposes of these computations, non-accrual loans are included in
average loans.

The following table summarizes the net interest margin components over the last
several quarters. Factors contributing to the net interest margin are outlined
in the succeeding discussion and analysis.

|                              |                                    |  |         |      |         |  |         |      |         |  |         |      |   |  |      |      |   |  |      |      |  
|----------------------------- | ---------------------------------- |  | ------- | ---- | ------- |  | ------- | ---- | ------- |  | ------- | ---- | - |  | ---- | ---- | - |  | ---- | ---- | -
|                              |                                    |  | 2003    |      |         |  |         |      | 2002   
|                              |                                    |  |         |      |         |  |         |      |        
|                              |                                    |  | 2nd Qtr |      | 1st Qtr |  | 4th Qtr |      | 3rd Qtr |  | 2nd Qtr
|                              |                                    |  |         |      |         |  |         |      |         |  |        
|Interest Earning Assets:      |                                    |  |         |      |         |  |         |      |         |  |         |      |   |  |      |      |   |  |      |     
|Securities                    |                                    |  | 4.14    | %    |         |  | 4.96    | %    |         |  | 5.45    | %    |   |  | 6.10 | %    |   |  | 6.72 | %   
|Loans, net                    |                                    |  | 6.73    |      |         |  | 7.02    |      |         |  | 7.12    |      |   |  | 7.26 |      |   |  | 7.42 |     
|Money Market Investments      |                                    |  | 1.54    |      |         |  | 1.77    |      |         |  | 1.96    |      |   |  | 2.51 |      |   |  | 2.13 |     
|                              |                                    |  |         |      |         |  |         |      |         |  |         |      |   |  |      |      |   |  |      |     
|                              | Total Interest Earning Assets      |  |         | 5.60 | %       |  |         | 6.12 | %       |  |         | 6.42 | % |  |      | 6.81 | % |  |      | 7.16 | %
|                              |                                    |  |         |      |         |  |         |      |         |  |         |      |   |  |      |      |   |  |      |     
|Interest Bearing Liabilities: |                                    |  |         |      |         |  |         |      |         |  |         |      |   |  |      |      |   |  |      |     
|Savings and Time Deposits     |                                    |  | 1.12    | %    |         |  | 1.22    | %    |         |  | 1.30    | %    |   |  | 1.51 | %    |   |  | 1.63 | %   
|Borrowings                    |                                    |  | 3.30    |      |         |  | 3.58    |      |         |  | 3.89    |      |   |  | 4.18 |      |   |  | 4.69 |     
|                              |                                    |  |         |      |         |  |         |      |         |  |         |      |   |  |      |      |   |  |      |     
|                              | Total Interest Bearing Liabilities |  |         | 1.97 | %       |  |         | 2.15 | %       |  |         | 2.29 | % |  |      | 2.44 | % |  |      | 2.55 | %
|                              |                                    |  |         |      |         |  |         |      |         |  |         |      |   |  |      |      |   |  |      |     
|Interest Rate Spread          |                                    |  | 3.63    | %    |         |  | 3.97    | %    |         |  | 4.13    | %    |   |  | 4.37 | %    |   |  | 4.61 | %   
|Net Interest Margin           |                                    |  | 4.00    |      |         |  | 4.36    |      |         |  | 4.58    |      |   |  | 4.87 |      |   |  | 5.18 |     

15



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##### Table of Contents



Net interest income declined $10.5 million to $199.9 million in the 2003
second quarter when compared to $210.4 million in the same period of 2002. Net
interest income was negatively impacted by a 118 basis point decline in the net
interest margin from 5.18% to 4.0% during this same period. During 2002, the
impact of declining rates was initially positive, as our liabilities repriced
at an accelerated pace, however, the sustained nature of low interest rates
reduced our asset yields and compressed our net interest margin during the
first six months of 2003. As depicted in the quarterly net interest margin
table above, the margin has trended downward over the last eighteen months,
with the most recent linked quarter decline of 36 basis points representing the
largest decrease to date. The impact of margin compression on net interest
income was partially offset by average interest earning asset growth of $4
billion when comparing this quarter to the 2002 second quarter. A significant
portion of the growth in average earning assets resulted from securities
growth.

Interest income in the 2003 second quarter declined $10.9 million to
$282.3 million as compared to $293.2 million for the 2002 second quarter.
During this same period the yield on average interest earning assets declined
156 basis points from 7.16% to 5.60%.

Loans averaged $11.7 billion in the current quarter representing an
increase of $871 million or 8% when compared to 2002. During this same period
loan yields declined 69 basis points to 6.73%, more than offsetting the impact
of higher loan balances. Growth has been achieved in all loan categories, with
the exception of residential mortgages. While residential mortgage origination
and refinancing activity remains strong, a large portion has been fixed rate
products. To mitigate our exposure to rising interest rates, we continue to
sell substantially all fixed rate originations into the secondary markets.
Factors contributing to the overall decline in yield include new originations
and refinancing activity occurring at market rates, increased prepayment
levels, and adjustable rate loans resetting downward. As of June 30, 2003, the
loans-to-deposits ratio was 82% demonstrating sufficient liquidity exists to
fund further loan growth with core deposits. We anticipate loan growth for the
remainder of 2003 will approximate the prior years experience.

Securities averaged $8.9 billion in the 2003 second quarter representing
an increase of $3.1 billion, or 52% above 2002 second quarter levels. During
this same period, the securities yield declined 258 basis points to 4.14%. The
growth in average securities, primarily mortgage backed securities, resulted
from our decision in 2002 to leverage excess capital and invest the $500
million of subordinated debt proceeds issued in August 2002. Portfolio yields
and interest income were negatively impacted as these purchases and the
reinvestment of portfolio cash flows were at yields significantly below
existing portfolio yields. To mitigate extension risk, we purchased short
duration securities that by their nature have lower yields. Additionally,
yields and income were impacted by prepayment activity, which shortened the
anticipated lives of mortgage backed securities and accelerated premium
amortization.

Average interest bearing liabilities rose 29% or $3.8 billion to $16.8
billion, while overall funding costs declined 58 basis points to 1.97%. As a
result, interest expense was substantially unchanged compared to the 2002
second quarter. The decline in average funding costs has been positively
impacted by the sustained growth in lower cost customer deposits, especially
interest free demand deposits and the benefit provided by the short-term nature
of our borrowings.

Average demand deposits grew $693 million or 24% to $3.6 billion in the
2003 second quarter, which had a positive impact on our net interest margin. As
of June 30, 2003, demand deposits represented 26% of total deposits. Average
Savings, NOW and Money Market deposits increased $1.3 billion, or 22% to $7.3
billion during the 2003 second quarter, while the corresponding cost of funds
declined 29 basis points to .80%. Customer deposits have traditionally provided
us with a relatively low cost funding source, positively benefiting our net
interest margin and income. The benefits of growing core deposits have been
mitigated by the sustained low interest rate environment. However, these
deposits have enhanced the value of our franchise and should benefit net
interest income and the margin in the eventuality of rising interest rates.
Average time deposits remained substantially unchanged at $3.0 billion, but the
related cost of funds declined 75 basis points to 1.89%.

Average total borrowings rose $2.6 billion, or 67%, to $6.5 billion in the
2003 second quarter, while related borrowing costs declined 139 basis points to
3.30%. Our earlier decision to finance securities growth with short-term
repurchase agreements and Federal Home Loan Bank Advances had a favorable
impact on net interest income, but compressed the net interest margin due to
narrower rate spreads between the borrowings and the securities acquired.
Certain repurchase agreements and advances totaling $1.4 billion had previously
been extended and their costs fixed through the use of interest rate swaps,
which increased interest expense by approximately $8 million in the second
quarters of 2003 and 2002. In June 2003, $850 million of these interest rate
swaps matured and an additional $300 million, with 2004 maturity dates, were
canceled and the underlying borrowings repaid. Also contributing to the
increase in average total borrowings was the issuance of $500 million in
Subordinated Debt in August 2002. In late June 2003, we used interest rate
swaps to convert $350 million of Subordinated Debt from fixed to floating
indexed to 3 month LIBOR. In July 2003, the remaining $150 million in
Subordinated Debt was also converted to a floating rate indexed to 3 month
LIBOR.

In June 2002, interest rate swaps were used to convert $200 million in
Capital Securities from fixed to floating indexed to 3 month LIBOR. As a
result, interest expense in the current quarter was reduced by $2.9 million or
428 basis points. In July 2003, we used interest rate swaps to convert the
remaining $45 million in Capital Securities from fixed to floating, indexed to
3 month LIBOR.

16



---



##### Table of Contents



Provision and Allowance for Loan Losses

In the second quarter of 2003 we increased our provision for loan losses
to $6.5 million, as compared to $6.3 million for the same period of 2002 as
provisioning levels remain consistent with loan growth. As of June 30, 2003,
the ratio of the allowance for loan losses to non-performing loans was 920% and
the allowance for loan losses to total loans was .99%. Net charge-offs, as an
annualized percentage of average loans, was 13 basis points in the 2003 second
quarter.

The evaluation process for determining the adequacy of the allowance for
loan losses and the periodic provisioning for estimated losses is undertaken on
a quarterly basis, but may increase in frequency should conditions arise that
would require our prompt attention. Conditions giving rise to such action are
business combinations, opportunities to dispose of non-performing and
marginally performing loans by bulk sale or any development which may indicate
an adverse trend.

Recognition is also given to the changed risk profile resulting from
previous business combinations, customer knowledge, the results of the ongoing
credit-quality monitoring processes and the cyclical nature of economic and
business conditions. An important consideration in applying these methodologies
is the concentration of real estate related loans located in the New York
metropolitan area.

The methodology employed for assessing the appropriateness of the
allowance consists of the following criteria:



| |  |  | Establishment of reserve amounts for all specifically
identified criticized loans, including those arising from business
combinations and those designated as requiring special attention by
our internal loan review program, bank regulatory examinations or
our external auditors.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | An average loss experience factor is applied to smaller
balance homogenous types of loans (residential mortgages and
consumer loans) not subject to specific review.                                                                                                                 
|
| |  |  | An allocation to the remaining loans giving effect to
historical loss experience, cyclical trends and current economic
conditions.                                                                                                                                                   

The initial allocation or specific-allowance methodology commences with
loan officers and underwriters grading the quality of their loans on a risk
classification scale ranging from 1  8. Loans identified as below investment
grade are referred to our independent Loan Review Department (LRD) for
further analysis and identification of those factors that may ultimately affect
the full recovery or collectibility of principal and/or interest. These loans
are subject to continuous review and monitoring while they remain in the
criticized category. Additionally, LRD is responsible for performing periodic
reviews of the loan portfolio independent from the identification process
employed by loan officers and underwriters. Loans that fall into criticized
categories are further evaluated for impairment in accordance with the
provisions of SFAS No. 114, Accounting by Creditors for Impairment of a Loan.
The portion of the allowance related to loans identified as impaired is based
on whichever is appropriate of the following: discounted cash flows from the
loan using the loans effective interest rate, the fair value of the collateral
for collateral dependent loans, or the observable market price of the impaired
loan.

The second allocation or loss experience factor approach, which applies to
smaller balance homogenous loans, including residential mortgages and consumer
loans is made by applying the average loss experience factor to the outstanding
balances in each loan category.

The final allocation applies a loss experience factor to all loans which
have not been specifically reviewed for impairment or which were not analyzed
as part of a homogenous portfolio. It gives recognition to our historical loss
experience with such loans, as well as that of acquired businesses, business
cycle changes and the real estate components of loans.

Other evidentiary matter used to evaluate the adequacy of the allowance
for loan losses is the amount and trend of criticized loans, the results of
regulatory examinations, peer group comparisons and economic data associated
with the relevant markets, specifically the local real estate market.

Since many loans depend upon the sufficiency of collateral, any adverse
trend in the real estate markets could seriously affect underlying values
available to protect us from loss.

Based upon our evaluation process, we consider the allowance for loan
losses to be adequate at June 30, 2003.

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The following table is a summary of the changes in the allowance for loan
losses and reflects net charge-offs by loan type for the three and six months
ended June 30, 2003 and 2002:

|                                            |                        |   |                    |       |                  |   |         |       |      |   |         |       |   |   |         |       | 
|------------------------------------------- | ---------------------- | - | ------------------ | ----- | ---------------- | - | ------- | ----- | ---- | - | ------- | ----- | - | - | ------- | ----- | 
|                                            |                        |   | Three Months Ended |       | Six Months Ended
|                                            |                        |   |                    |       |                 
|                                            |                        |   | 2003               |       | 2002             |   | 2003    |       | 2002
|                                            |                        |   |                    |       |                  |   |         |       |     
|(dollars in thousands)                      |                        |   |                    |       |                  |   |         |       |      |   |         |       |   |   |         |      
|Balance at Beginning of Period              |                        | $ | 115,087            |       |                  | $ | 106,352 |       |      | $ | 114,995 |       |   | $ | 103,801 |      
|Provision for Loan Losses                   |                        |   | 6,500              |       |                  |   | 6,250   |       |      |   | 12,750  |       |   |   | 12,500  |      
|Net Loan Charged-offs/(Recoveries):         |                        |   |                    |       |                  |   |         |       |      |   |         |       |   |   |         |      
|                                            | Consumer               |   |                    | 2,118 |                  |   |         | 1,392 |      |   |         | 4,842 |   |   |         | 3,900 | 
|                                            | Commercial             |   |                    | 1,679 |                  |   |         | 897   |      |   |         | 5,276 |   |   |         | 991   | 
|                                            | Residential Mortgages  |   |                    | 32    |                  |   |         | 43    |      |   |         | (132  | ) |   |         | 435   | 
|                                            | Commercial Mortgages   |   |                    | 5     |                  |   |         | 272   |      |   |         | 6     |   |   |         | 974   | 
|                                            | Multi-Family Mortgages |   |                    |      |                  |   |         |      |      |   |         |      |   |   |         | 3     | 
|                                            | Construction and Land  |   |                    |      |                  |   |         |      |      |   |         |      |   |   |         |      | 
|                                            |                        |   |                    |       |                  |   |         |       |      |   |         |       |   |   |         |      
|Balance at End of Period                    |                        | $ | 117,753            |       |                  | $ | 109,998 |       |      | $ | 117,753 |       |   | $ | 109,998 |      
|                                            |                        |   |                    |       |                  |   |         |       |      |   |         |       |   |   |         |      
|Annualized Net Charge-Offs to Average Loans |                        |   | 0.13               | %     |                  |   | 0.10    | %     |      |   | 0.17    | %     |   |   | 0.12    | %    

Non-Interest Income

Non-interest income, exclusive of facilities and securities gains,
increased $3.4 million or 12% to $32.8 million when compared to $29.4 million
in the 2002 second quarter. Contributing to this growth was a $1.5 million, or
8% increase in customer related fees and service charges to $20.5 million, due
primarily to continued growth in core deposits, expansion of both our retail
and commercial customer base and the broadening use of our fee based services.
Mortgage banking fees were up $1.8 million or 135% as we benefited from record
origination and refinancing activity. These improvements were partially offset
by a $1 million decline in investment management, commissions and trust fees
due to decreased customer interest in mutual funds and annuities in this
stagnant economic environment.

During the second quarter, we recognized gains of $11 million on the sale
of three facilities. The gain on the sale of one vacated facility acquired in a
previous acquisition totaled $9.1 million.

Securities gains of $3.7 million in the quarter included net gains of $0.4
million on the sale of $1.1 billion in mortgage-backed securities, as discussed
above under Balance Sheet Restructuring and Capital Management, and $3.3
million on the sale of certain debt and equity securities.

Non-Interest Expense

Non-interest expense, exclusive of debt restructuring costs, increased
$8.8 million or 12% to $83.3 million when compared to $74.4 million in the 2002
second quarter. Contributing to the increase was an additional $5.9 million in
employee compensation & benefits and $2.4 million in occupancy & equipment.
Employee compensation & benefits rose 14% due to increases in incentive based
compensation linked to deposit growth, annual merit awards, and increased
health insurance and pension costs. Occupancy & equipment increases are due to
our continued de novo branch expansion and costs associated with implementing
new business initiatives and support systems.

As previously discussed, $300 million of variable rate term-borrowings and
their underlying pay fixed swaps and $200 million of fixed rate term-borrowings
were canceled at a cost of $11.9 million.

The core efficiency ratio is used by the financial services industry to
measure an organizations operating efficiency. It represents the ratio of
non-interest expense, excluding debt restructuring costs, to net interest
income on a tax equivalent basis and non-interest income, excluding facilities
and securities gains. The core efficiency ratio was 34.8% and 33.7% for the
three and six months ended June 30, 2003, respectively.

Income Taxes

Our effective tax rate for the three and six months ended June 30, 2003
was 34%, as compared to 34.5% for 2002. We anticipate that the effective tax
rate for the full year of 2003 will remain at 34%.

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Financial Condition

Loan Portfolio

Loans grew 8% to $11.9 billion at June 30, 2003 when compared to $11.0
billion at June 30, 2002. Loan demand has remained strong despite a sluggish
local economy. We extend loans almost exclusively within the New York
Metropolitan area, and do not participate in nationally syndicated loan
arrangements. Growth occurred in all loan categories, except for residential
mortgages.

Mortgage loans are secured by real estate in the New York Metropolitan
area. The segments of the real estate portfolio are diversified in terms of
risk and repayment sources. The underlying collateral includes multi-family
apartment buildings, residential 1-4 family homes and owner occupied/non-owner
occupied commercial properties. The risks inherent in these portfolios are
dependent on both regional and general economic stability, which affect
property values, and our borrowers financial well being and creditworthiness.

We periodically monitor these factors as well as our underwriting
standards to ensure that the quality of the loan portfolio and origination
pipeline is not jeopardized by unrealistic loan to value ratios or debt service
levels. To date, there has been no deterioration in the performance or risk
characteristics of our real estate loan portfolio.

The following table represents the components of the loan portfolio for the
periods indicated:

|                       |                        |       |            |        |            |            |      |       |              |      |           |        |            |            |      |   |     |   |           |        |            |            |    |   |     |   | 
|---------------------- | ---------------------- | ----- | ---------- | ------ | ---------- | ---------- | ---- | ----- | ------------ | ---- | --------- | ------ | ---------- | ---------- | ---- | - | --- | - | --------- | ------ | ---------- | ---------- | -- | - | --- | - | 
|                       |                        |       |            |        | June 30,   |            | % of |       | December 31, |      | % of      |        | June 30,   |            | % of
|(dollars in thousands) |                        | 2003  |            | Total  |            | 2002       |      | Total |              | 2002 |           | Total 
|                       |                        |       |            |        |            |            |      |       |              |      |           |       
|Multi-Family Mortgages |                        | $     | 3,792,647  |        |            |            | 32   | %     |              | $    | 3,640,039 |        |            |            | 32   | % |     | $ | 3,566,676 |        |            |            | 32 | %
|Commercial Mortgages   |                        |       | 2,359,316  |        |            |            | 20   |       |              |      | 2,194,092 |        |            |            | 19   |   |     |   | 2,049,776 |        |            |            | 19 |  
|Commercial             |                        |       | 2,000,623  |        |            |            | 17   |       |              |      | 1,776,419 |        |            |            | 16   |   |     |   | 1,585,146 |        |            |            | 14 |  
|Construction & Land    |                        |       | 290,433    |        |            |            | 2    |       |              |      | 232,227   |        |            |            | 2    |   |     |   | 231,569   |        |            |            | 2  |  
|Residential Mortgages  |                        |       | 2,413,125  |        |            |            | 20   |       |              |      | 2,507,388 |        |            |            | 22   |   |     |   | 2,667,377 |        |            |            | 24 |  
|Consumer               |                        |       | 1,068,616  |        |            |            | 9    |       |              |      | 1,040,490 |        |            |            | 9    |   |     |   | 957,836   |        |            |            | 9  |  
|                       |                        |       |            |        |            |            |      |       |              |      |           |        |            |            |      |   |     |   |           |        |            |            |    |  
|                       |                        | Total |            | $      | 11,924,760 |            |      |       | 100          | %    |           | $      | 11,390,655 |            |      |   | 100 | % |           | $      | 11,058,380 |            |    |   | 100 | %
|                       |                        |       |            |        |            |            |      |       |              |      |           |        |            |            |      |   |     |   |           |        |            |            |    |  
|Less:                  |                        |       |            |        |            |            |      |       |              |      |           |        |            |            |      |   |     |   |           |        |            |            |    |  
|                       | Unearned Income & Fees |       |            | 27,327 |            |            |      |       |              |      |           | 21,516 |            |            |      |   |     |   |           | 16,988 |            |            |    |   |    
|                       |                        |       |            |        |            |            |      |       |              |      |           |        |            |            |      |   |     |   |           |        |            |            |    |  
|                       |                        |       | Loans, Net |        | $          | 11,897,433 |      |       |              |      |           |        | $          | 11,369,139 |      |   |     |   |           |        | $          | 11,041,392 |    |   |     |   | 
|                       |                        |       |            |        |            |            |      |       |              |      |           |        |            |            |      |   |     |   |           |        |            |            |    |  

We are selective in originating loans, emphasizing conservative lending
practices and fostering customer deposit relationships. Our success in
attracting new customers while leveraging our existing customer base, coupled
with the current interest rate environment have contributed to sustained loan
demand. We believe loan growth for 2003 will approximate the prior years
levels. Growth in our multi-family portfolio has been tempered by our decision
not to compete with more aggressive pricing and to maintain our historically
rigorous underwriting standards. Residential mortgages have declined, despite
record origination volumes, as most fixed rate originations have been sold into
the secondary market, contributing to the growth in mortgage banking fees. The
commercial and commercial real estate portfolios have benefited from our
expanded presence in the New York City market, growth in the equipment and
lessor financing areas and the expansion of small business lending initiatives.
Consumer loans continue to benefit from previous initiatives to expand the
geographic footprint of our automobile financing activities.

The risk inherent in the real estate portfolios is minimized by prudent
underwriting standards and diversification in loan collateral type and
location. Multi-family mortgages, collateralized by various types of apartment
complexes located in the New York Metropolitan area, are dependent largely on
sufficient rental income to cover operating expenses. They may be affected by
government regulation, such as rent control regulations, which could impact the
future cash flows of the property. Most multi-family mortgages do not fully
amortize; therefore, the principal outstanding is not significantly reduced
prior to contractual maturity. Residential mortgages represent first liens on
owner occupied 1-4 family residences located primarily in our market.
Commercial mortgages are secured by professional office buildings, retail
stores, shopping centers and industrial developments.

Real estate underwriting standards include various limits on loan-to-value
ratios based on property types, the real estate location, the property
condition, the quality of the organization managing the property, and the
borrowers creditworthiness. They also include the viability of the project
including occupancy rates, tenants and lease terms. Additionally, underwriting
standards require appraisals, periodic property inspections and ongoing
monitoring of operating results.

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Commercial loans are to small and medium sized businesses and loans
collateralized by security interests in lease finance receivables. The
commercial mortgage and commercial loan portfolios do not contain foreign loans
to developing countries (LDC). Consumer loans are primarily issued to finance
new and used automobiles and are originated through a network of automobile
dealers. The credit risk in auto lending is dependent on the borrowers
creditworthiness and collateral values. The average consumer loan is generally
between $15-$25 thousand and has a contractual life of approximately 60 months.
The consumer loan portfolio does not contain higher risk credit card or sub
prime loans. Land loans are used to finance the acquisition of vacant land for
future residential and commercial development. Construction loans finance the
building and rehabilitation of residential and multi-family projects, and to a
lesser extent, commercial developments. The construction and land development
portfolios do not contain any high-risk equity participation loans (AD&C
loans).

Related Party Loans

Loans to related parties include loans to directors, their related
companies and our executive officers. These loans are made in the ordinary
course of business and on the same terms to unrelated individuals and
businesses of comparable risks. They are in compliance with all regulatory
guidelines and are not prohibited under Sarbanes-Oxley. We do not extend loans
to these directors and executive officers to finance the purchase of our common
stock. Related party loans are comprised principally of residential mortgages,
aggregated $3.6 million and $3.8 million at June 30, 2003 and 2002,
respectively.

Credit Related Commitments

We extend traditional off-balance sheet financial products to meet the
financing needs of our customers. They include commitments to extend credit and
letters of credit. Funded commitments are reflected in the consolidated balance
sheet.

Commitments to extend credit are agreements to lend to customers in
accordance with contractual provisions. These commitments usually have fixed
expiration dates or other termination clauses and may require the payment of a
fee. Total commitments outstanding do not necessarily represent our future cash
flow requirements as certain commitments will expire without being funded.

We evaluate each customers creditworthiness prior to issuing these
commitments and may also, based on our credit evaluation, require certain
collateral. Collateral varies but may include accounts receivable, inventory,
property, plant and equipment, and income-producing properties. Fixed rate
commitments are subject to interest rate risk based on changes in prevailing
rates during the commitment period. We are subject to credit risk in the event
that the commitments are drawn upon and the customer is unable to repay its
obligation.

Letters of credit are irrevocable commitments issued at the request of
customers. They authorize the beneficiary to draw drafts for payment in
accordance with the stated terms and conditions. Letters of credit substitute
the banks creditworthiness for that of the customer and are issued for a fee
commensurate with the risk.

We typically issue two types of letters of credit: Commercial
(documentary) Letters of Credit and Standby Letters of Credit. Commercial
Letters of Credit are commonly issued to finance the purchase of goods and are
typically short term in nature. Standby Letters of Credit are issued to back
financial or performance obligations of the banks customer, and are typically
issued for periods of one year or longer. Due to their long-term nature,
Standby Letters of Credit require adequate collateral in the form of cash or
other liquid assets. In most instances, Standby Letters of Credit expire
without being drawn upon. The credit risk involved in issuing letters of
credit is essentially the same as extending credit facilities to customers.

The following table presents total commitments and letters of credit
outstanding at June 30, 2003:

|                              |  |   |           | 
|----------------------------- |  | - | --------- | 
|(in thousands)                |  |   |           | 
|Commitments to Extend Credit  |  | $ | 1,495,652 | 
|Standby Letters of Credit (1) |  |   | 153,530   | 
|Commercial Letters of Credit  |  |   | 18,410    | 

(1)        Standby Letters of Credit are considered guarantees in accordance with the
criteria specified by FIN 45 which was adopted on January 1, 2003.
Accordingly, we issued or modified Standby Letters of Credit after adoption
with an aggregate contract amount of $58.4 million, which are carried at their
estimated fair value of $.6 million and included in other liabilities on the
accompanying consolidated balance sheet as of June 30, 2003. The fair value of
these instruments is recognized as income over the initial term of the
guarantee.

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Asset Quality

Non-performing assets include loans ninety days past due and still
accruing, non-accrual loans and other real estate. Other real estate consists
of property acquired through foreclosure or deed in lieu of foreclosure. The
components of non-performing assets are detailed below:

|                                                  |  |          |        |              |  |          |        |   |  |   |        |  
|------------------------------------------------- |  | -------- | ------ | ------------ |  | -------- | ------ | - |  | - | ------ | -
|                                                  |  | June 30, |        | December 31, |  | June 30,
|(in thousands)                                    |  | 2003     |        | 2002         |  | 2002    
|                                                  |  |          |        |              |  |         
|Loans Ninety Days Past Due and Still Accruing     |  | $        | 2,629  |              |  | $        | 4,438  |   |  | $ | 6,183  |  
|Non-Accrual Loans                                 |  |          | 10,166 |              |  |          | 7,778  |   |  |   | 8,727  |  
|                                                  |  |          |        |              |  |          |        |   |  |   |        |  
|Non-Performing Loans                              |  |          | 12,795 |              |  |          | 12,216 |   |  |   | 14,910 |  
|Other Real Estate                                 |  |          | 295    |              |  |          | 295    |   |  |   | 392    |  
|                                                  |  |          |        |              |  |          |        |   |  |   |        |  
|Non-Performing Assets                             |  | $        | 13,090 |              |  | $        | 12,511 |   |  | $ | 15,302 |  
|                                                  |  |          |        |              |  |          |        |   |  |   |        |  
|Allowance for Loan Losses to Non-Performing Loans |  |          | 920    | %            |  |          | 941    | % |  |   | 738    | %
|Allowance for Loan Losses to Total Loans          |  |          | .99    | %            |  |          | 1.01   | % |  |   | 1.00   | %
|Non-Performing Loans to Total Loans               |  |          | .11    | %            |  |          | .11    | % |  |   | .14    | %
|Non-Performing Assets to Total Assets             |  |          | .06    | %            |  |          | .06    | % |  |   | .08    | %

Future levels of non-performing assets will be influenced by economic
conditions, including the impact of those conditions on our customers, interest
rates and other internal and external factors existing at the time.

The following table represents the components of non-performing loans:

|                       |                            |      |          |        |              |      |          |        |  |   |       |        | 
|---------------------- | -------------------------- | ---- | -------- | ------ | ------------ | ---- | -------- | ------ |  | - | ----- | ------ | 
|                       |                            |      | June 30, |        | December 31, |      | June 30,
|(in thousands)         |                            | 2003 |          | 2002   |              | 2002
|                       |                            |      |          |        |              |     
|Commercial             |                            | $    | 6,425    |        |              | $    | 2,958    |        |  | $ | 3,548 |       
|Residential Mortgages  |                            |      | 3,175    |        |              |      | 3,794    |        |  |   | 2,882 |       
|Consumer               |                            |      | 1,723    |        |              |      | 4,723    |        |  |   | 5,545 |       
|Commercial Mortgages   |                            |      | 1,472    |        |              |      | 637      |        |  |   | 2,920 |       
|Multi-Family Mortgages |                            |      |         |        |              |      | 104      |        |  |   | 15    |       
|Construction and Land  |                            |      |         |        |              |      |         |        |  |   |      |       
|                       |                            |      |          |        |              |      |          |        |  |   |       |       
|                       | Total Non-Performing Loans |      | $        | 12,795 |              |      | $        | 12,216 |  |   | $     | 14,910 | 
|                       |                            |      |          |        |              |      |          |        |  |   |       |       

At June 30, 2003, there were no commitments to lend additional funds to
borrowers whose loans are non-performing. Additionally, there were no
restructured, accruing loans outstanding during the periods presented above.

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Securities Portfolio

The amortized cost and estimated fair values of available-for-sale and
held-to-maturity securities were as follows:

|                                      |  |               |           |                   |  |               |           |       |  |           |           |       |  |   |           |  |  |   |           |  |  |   |           | 
|------------------------------------- |  | ------------- | --------- | ----------------- |  | ------------- | --------- | ----- |  | --------- | --------- | ----- |  | - | --------- |  |  | - | --------- |  |  | - | --------- | 
|                                      |  | June 30, 2003 |           | December 31, 2002 |  | June 30, 2002
|                                      |  |               |           |                   |  |              
|Available-for-Sale                    |  | Amortized     |           | Fair              |  | Amortized     |           | Fair  |  | Amortized |           | Fair 
|(in thousands)                        |  | Cost          |           | Value             |  | Cost          |           | Value |  | Cost      |           | Value
|                                      |  |               |           |                   |  |               |           |       |  |           |           |      
|CMO Agency Issuances                  |  | $             | 1,777,946 |                   |  | $             | 1,785,034 |       |  | $         | 4,028,157 |       |  | $ | 4,053,710 |  |  | $ | 1,515,082 |  |  | $ | 1,539,254 | 
|CMO Private Issuances                 |  |               | 4,040,778 |                   |  |               | 4,084,745 |       |  |           | 2,762,794 |       |  |   | 2,788,739 |  |  |   | 3,443,812 |  |  |   | 3,514,518 | 
|Agency Pass-Through Certificates      |  |               | 768,625   |                   |  |               | 784,770   |       |  |           | 485,240   |       |  |   | 503,205   |  |  |   | 600,636   |  |  |   | 616,832   | 
|State & Municipal Obligations         |  |               | 550,117   |                   |  |               | 558,169   |       |  |           | 376,420   |       |  |   | 383,290   |  |  |   | 258,437   |  |  |   | 261,796   | 
|Equity Securities (1)                 |  |               | 314,917   |                   |  |               | 323,501   |       |  |           | 257,898   |       |  |   | 259,092   |  |  |   | 215,779   |  |  |   | 214,505   | 
|U.S. Treasury Securities              |  |               | 35,982    |                   |  |               | 35,999    |       |  |           | 34,927    |       |  |   | 35,005    |  |  |   | 4,057     |  |  |   | 4,070     | 
|U.S. Government Agencies Obligations |  |               | 1,435     |                   |  |               | 1,420     |       |  |           | 32,122    |       |  |   | 32,539    |  |  |   | 35,513    |  |  |   | 36,049    | 
|Other Securities                      |  |               | 516,286   |                   |  |               | 526,827   |       |  |           | 508,209   |       |  |   | 500,312   |  |  |   | 383,838   |  |  |   | 375,048   | 
|                                      |  |               |           |                   |  |               |           |       |  |           |           |       |  |   |           |  |  |   |           |  |  |   |           | 
|                                      |  | $             | 8,006,086 |                   |  | $             | 8,100,465 |       |  | $         | 8,485,767 |       |  | $ | 8,555,892 |  |  | $ | 6,457,154 |  |  | $ | 6,562,072 | 
|                                      |  |               |           |                   |  |               |           |       |  |           |           |       |  |   |           |  |  |   |           |  |  |   |           | 



|(1) |  | Amortized cost and fair value includes $151.8 million, $174.3 million and $160.3 million at June 30, 2003, December 31, 2002 and June
30, 2002, respectively in Federal Home Loan Bank Stock.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                 |  |               |         |                   |  |               |         |       |  |           |         |       |  |   |         |  |  |   |         |  |  |   |         | 
|-------------------------------- |  | ------------- | ------- | ----------------- |  | ------------- | ------- | ----- |  | --------- | ------- | ----- |  | - | ------- |  |  | - | ------- |  |  | - | ------- | 
|                                 |  | June 30, 2003 |         | December 31, 2002 |  | June 30, 2002
|                                 |  |               |         |                   |  |              
|Held-to-Maturity                 |  | Amortized     |         | Fair              |  | Amortized     |         | Fair  |  | Amortized |         | Fair 
|(in thousands)                   |  | Cost          |         | Value             |  | Cost          |         | Value |  | Cost      |         | Value
|                                 |  |               |         |                   |  |               |         |       |  |           |         |      
|Agency Pass-Through Certificates |  | $             | 98,064  |                   |  | $             | 101,252 |       |  | $         | 132,205 |       |  | $ | 138,026 |  |  | $ | 180,353 |  |  | $ | 184,816 | 
|CMO Private Issuances            |  |               | 53,826  |                   |  |               | 54,918  |       |  |           | 113,501 |       |  |   | 114,356 |  |  |   | 272,845 |  |  |   | 276,639 | 
|State & Municipal Obligations    |  |               | 59,275  |                   |  |               | 63,636  |       |  |           | 52,196  |       |  |   | 54,931  |  |  |   | 57,959  |  |  |   | 59,932  | 
|Other Securities                 |  |               | 10,213  |                   |  |               | 10,213  |       |  |           | 9,976   |       |  |   | 9,976   |  |  |   | 11,139  |  |  |   | 11,133  | 
|                                 |  |               |         |                   |  |               |         |       |  |           |         |       |  |   |         |  |  |   |         |  |  |   |         | 
|                                 |  | $             | 221,378 |                   |  | $             | 230,019 |       |  | $         | 307,878 |       |  | $ | 317,289 |  |  | $ | 522,296 |  |  | $ | 532,520 | 
|                                 |  |               |         |                   |  |               |         |       |  |           |         |       |  |   |         |  |  |   |         |  |  |   |         | 

At June 30, 2003, Mortgage Backed Securities (MBS) represented 82% of
total securities and provide continuous sources of cash flow that are impacted
by changes in interest rates. MBSs represent pass-through certificates
guaranteed by FHLMC, GNMA or FNMA and collateralized mortgage-backed
obligations (CMOs) backed by government agency pass-through certificates or
whole loans. CMOs, by virtue of the underlying collateral or structure, are
AAA rated and conservative current pay sequentials or PAC structures.

Our strategy for managing the current MBS portfolio is to maintain a short
weighted average life and duration. This short average life provides us with
significant cash flow to proactively manage as market conditions change. Cash
flows may be reinvested in securities at current market rates, utilized to pay
off short term borrowings, and/or fund future loan growth. The weighted
average life and duration of the MBS portfolio was 1.9 and 1.7 years,
respectively, at June 30, 2003, substantially shorter than the 2.5 and 2.2
years as of March 31, 2003.

The
balance sheet restructuring program should mitigate the
portfolios exposure to rising interest rates, extension risk
and potentially significant unrealized losses. As of June 30,
2003, approximately $1.1 billion of
securities previously classified as available-for-sale were sold with
$464 million reflected on the consolidated balance sheet as due
from brokers. The remaining $614 million were classified as securities
held-for-sale at June 30, 2003, and were sold during the first week of July
2003. The remaining $1.0-$1.5 billion of the balance sheet
restructuring program will be accomplished through portfolio cash
flows, which have been averaging $500-$600 million per month.

The
yields and fair values of securities, specifically MBS, are impacted by changes in interest rates and related
prepayment activity. Given our current portfolio composition, in a rising
interest rate environment, related prepayment activity should decrease,
extending the weighted average lives of related securities. Accordingly, we
would be required to amortize net premiums into income over a longer period of
time, thereby increasing MBS yields and net interest income. Conversely, the
opposite would occur in a declining interest rate environment. At June 30,
2003, net premiums represented approximately 1% of the outstanding balance of
MBSs. The recent increase in interest rates have negatively
impacted the fair value of our securities, however, the aggregate
fair value at July 31, 2003 remains in excess of amortized cost.

Equity securities maintained in the available-for-sale portfolio include
Federal Home Loan Bank common stock, and common and preferred stock of certain
publicly traded companies. Other securities maintained in the
available-for-sale portfolio consist of capital securities (trust preferred
securities) of certain financial institutions and corporate bonds.

We maintain a Bank Owned Life Insurance trust (commonly referred to as
BOLI). We formed the BOLI trust to offset future employee benefit costs and to
provide additional benefits due to its tax-exempt nature. Only officer level
employees who have consented have been insured under the program.
Approximately $196 million in assets support the program and are principally
included in the available-for-sale portfolio. The BOLIs impact on net income
has not been significant.

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When purchasing investment securities, we consider our overall
interest-rate risk profile as well as the adequacy of expected returns relative
to risks assumed, including prepayments. In managing the investment securities
portfolio, we occasionally sell investment securities as a result of changes in
interest rates and spreads, actual or anticipated prepayments, credit risk
associated with a particular security, and/or following the completion of a
business combination.

At June 30, 2003, securities carried at $4.2 billion were pledged to
secure securities sold under agreements to repurchase, other borrowings, and
for other purposes as required by law. Securities pledged for which the
collateral may be sold or repledged by the secured parties
approximated $3.0
billion, while securities pledged for which the secured parties may not sell or
repledge approximated $1.2 billion at June 30, 2003.

Derivative Financial Instruments

Our use of derivative financial instruments creates exposure to credit
risk. This credit exposure relates to losses that would be recognized if the
counterparties fail to perform their obligations under the contracts. To
mitigate this exposure to non-performance, we deal only with counterparties of
good credit standing and establish counterparty credit limits. In connection
with our interest rate risk management process, we periodically enter into
interest rate derivative contracts. These derivative interest rate contracts
include interest rate swaps, caps, and floors, which are used to modify the
repricing characteristics of specific assets and liabilities.

The following table details the interest rate swaps outstanding as of June 30,
2003:

|                          |  |          |         |               |  |               |             |          |  |  |             |  
|------------------------- |  | -------- | ------- | ------------- |  | ------------- | ----------- | -------- |  |  | ----------- | -
|                          |  |          |         |               |  | Fixed         |             | Variable
|                          |  | Notional |         | Interest Rate |  | Interest Rate
|Maturity                  |  | Amount   |         | Range         |  | Range        
|                          |  |          |         |               |  |              
|(dollars in thousands)    |  |          |         |               |  |               |             |          |  |  |             |  
|PAY FIXED SWAPS-Maturing: |  |          |         |               |  |               |             |          |  |  |             |  
|2004                      |  | $        | 100,000 |               |  |               | 5.23        | %        |  |  | 1.28        | %
|2005                      |  |          | 100,000 |               |  |               | 4.24 - 4.26 |          |  |  | 1.30 - 1.31 |  
|2008                      |  |          | 75,000  |               |  |               | 6.14        |          |  |  | 1.30        |  
|                          |  |          |         |               |  |               |             |          |  |  |             |  
|                          |  | $        | 275,000 |               |  |               |             |          |  |  |             |  
|                          |  |          |         |               |  |               |             |          |  |  |             |  

|                             |  |          |         |               |  |               |       |   |  |  |      |  
|---------------------------- |  | -------- | ------- | ------------- |  | ------------- | ----- | - |  |  | ---- | -
|                             |  | Notional |         | Fixed         |  | Variable     
|                             |  | Amount   |         | Interest Rate |  | Interest Rate
|                             |  |          |         |               |  |              
|PAY FLOATING SWAPS-Maturing: |  |          |         |               |  |               |       |   |  |  |      |  
|2012                         |  | $        | 350,000 |               |  |               | 5.875 | % |  |  | 3.31 | %
|2026                         |  |          | 100,000 |               |  |               | 8.70  |   |  |  | 2.96 |  
|2027                         |  |          | 100,000 |               |  |               | 8.00  |   |  |  | 2.33 |  
|                             |  |          |         |               |  |               |       |   |  |  |      |  
|                             |  | $        | 550,000 |               |  |               |       |   |  |  |      |  
|                             |  |          |         |               |  |               |       |   |  |  |      |  

At June 30, 2003, $275 million in pay fixed swaps, designated as cash flow
hedges were outstanding. These agreements changed the repricing
characteristics of certain borrowings, requiring us to make periodic fixed rate
payments, and receive periodic variable rate payments indexed to 3 month LIBOR
based on a common notional amount, identical payment dates and maturity date.
These swaps had original maturities of up to 10 years and, as of quarter end,
had an unrealized loss of $20.7 million which is recorded as a component of
other liabilities (the net of tax amount of $11.8 million is recorded in
stockholders equity as a component of other comprehensive income). The pay
fixed swaps outstanding increased interest expense by approximately $8.0
million in the 2003 and 2002 second quarters. During the latter part of the
2003 second quarter, $850 million of pay fixed swaps and their related variable
rate term borrowings matured. In June 2003, an additional $300 million in pay
fixed swaps, designated as cash flow hedges maturing in 2004 were cancelled and
the underlying borrowings repaid. The cancellation of these swaps resulted in a
$6.6 million charge in the second quarter.

In June 2002, we entered into $200 million in pay floating swaps
designated as fair value hedges. These swaps changed the repricing
characteristics from fixed to variable of a comparable amount of Capital
Securities with identical payment and maturity dates. The swaps contain
imbedded call options held by the counterparty and are exercisable in
approximately four years, which are identical to the call provisions contained
in the Capital Securities. At June 30, 2003, the fair value adjustment on these
agreements was $28.9 million and is reflected as a component of other assets.
Also at June 30, 2003, Capital Securities reflected a corresponding $28.9
million fair value adjustment, increasing the reported amount from $244.4
million to $273.3 million. The pay floating swaps outstanding reduced interest
expense by $2.9 million in the current quarter. In July 2003, interest rate
swaps were entered into to convert the remaining $45 million in Capital
Securities from fixed rates to variable rates indexed to 3 month LIBOR.

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In June 2003, we entered into $350 million in pay floating swaps
designated as fair value hedges. These swaps changed the repricing
characteristics from fixed to variable of a comparable amount of our 5.875%
subordinated debt. The swap term matches the remaining term of the
subordinated notes which matures in 2012. In July 2003, we entered into $150
million in pay floating swaps designated as fair value hedges. These swaps
changed the repricing characteristics from fixed to variable of a comparable
amount of fixed rate/floating rate subordinated notes. The swap term is for
five years, matching the fixed leg of the subordinated notes with a floating
rate based on the 3 month LIBOR rate. Beginning in the sixth year, we have the
right to redeem the fixed rate/floating rate notes at par plus accrued interest
or the interest rate converts to a spread over 3 month LIBOR.

Deposits

Customer deposits represent our primary funding source. Total deposits at
June 30, 2003 increased $2.2 billion to $14.5 billion when compared to the same
period in 2002 and $1.1 billion or 33% (annualized) on a linked quarter basis.
The primary factors contributing to the overall growth in deposits include the
continued expansion of our retail branch network, with an emphasis on the New
York City borough of Manhattan, and our ongoing branch upgrade program
providing for greater marketplace identity, accessibility and convenience.
While we anticipate the upward trend in deposit growth to continue for the
remainder of 2003, its level compared to second quarter growth is expected to
be somewhat tempered as the second quarter has historically been our strongest.

At June 30, 2003 Manhattan deposits comprised 19% of total deposits as
compared to 15.4% a year ago. The following table presents the composition of
total deposits, and highlights Manhattan activity, for the periods ended,

|                                  |                |      |            |            |           |      |              |            |          |   |           |            |  |   |           |            | 
|--------------------------------- | -------------- | ---- | ---------- | ---------- | --------- | ---- | ------------ | ---------- | -------- | - | --------- | ---------- |  | - | --------- | ---------- | 
|                                  |                |      | June 30,   |            | March 31, |      | December 31, |            | June 30,
|(in thousands)                    |                | 2003 |            | 2003       |           | 2002 |              | 2002      
|                                  |                |      |            |            |           |      |              |           
|Manhattan Deposits (25 branches): |                |      |            |            |           |      |              |            |          |   |           |            |  |   |           |           
|Demand Deposits                   |                | $    | 811,565    |            |           | $    | 705,742      |            |          | $ | 703,290   |            |  | $ | 541,034   |           
|Interest Bearing Deposits         |                |      | 1,950,365  |            |           |      | 1,783,522    |            |          |   | 1,725,925 |            |  |   | 1,339,387 |           
|                                  |                |      |            |            |           |      |              |            |          |   |           |            |  |   |           |           
|                                  | Total Deposits |      | $          | 2,761,930  |           |      | $            | 2,489,264  |          |   | $         | 2,429,215  |  |   | $         | 1,880,421  | 
|                                  |                |      |            |            |           |      |              |            |          |   |           |            |  |   |           |           
|Other Locations (147 branches):   |                |      |            |            |           |      |              |            |          |   |           |            |  |   |           |           
|Demand Deposits                   |                | $    | 2,935,176  |            |           | $    | 2,654,143    |            |          | $ | 2,714,244 |            |  | $ | 2,485,027 |           
|Interest Bearing Deposits         |                |      | 8,775,188  |            |           |      | 8,229,041    |            |          |   | 8,049,071 |            |  |   | 7,866,766 |           
|                                  |                |      |            |            |           |      |              |            |          |   |           |            |  |   |           |           
|                                  | Total Deposits |      | $          | 11,710,364 |           |      | $            | 10,883,184 |          |   | $         | 10,763,315 |  |   | $         | 10,351,793 | 
|                                  |                |      |            |            |           |      |              |            |          |   |           |            |  |   |           |           
|Total Deposits (172 branches):    |                |      |            |            |           |      |              |            |          |   |           |            |  |   |           |           
|Demand Deposits                   |                | $    | 3,746,741  |            |           | $    | 3,359,885    |            |          | $ | 3,417,534 |            |  | $ | 3,026,061 |           
|Interest Bearing Deposits         |                |      | 10,725,553 |            |           |      | 10,012,563   |            |          |   | 9,774,996 |            |  |   | 9,206,153 |           
|                                  |                |      |            |            |           |      |              |            |          |   |           |            |  |   |           |           
|                                  | Total Deposits |      | $          | 14,472,294 |           |      | $            | 13,372,448 |          |   | $         | 13,192,530 |  |   | $         | 12,232,214 | 
|                                  |                |      |            |            |           |      |              |            |          |   |           |            |  |   |           |           

Commercial demand deposit balances increased $500 million to $2.4 billion
or 64% of total demand deposits at June 30, 2003, when compared to $1.9 billion
or 62% of total demand deposits at June 30, 2002.

As of June 30, 2003, we had 172 branches and plan to open an additional 26
during the next 18 months, including 5 in New Jersey. This expansion strategy
coupled with the continued maturation of existing branches should result in
deposit growth during the remainder of 2003.

Asset/Liability Management

The net interest margin is directly affected by changes in the level of
interest rates, the shape of the yield curve, the relationship between rates,
the impact of interest rate fluctuations on asset prepayments, the level and
composition of assets and liabilities, and the credit quality of the loan
portfolio. Our asset/liability objective is to maintain a strong net interest
margin, to utilize our capital effectively without taking undue risks, and to
maintain adequate liquidity.

The risk assessment program includes a coordinated approach to the
management of liquidity, capital, and interest rate risk. This process is
governed by policies and limits established by senior management, which are
reviewed at least annually by the Board of Directors. The Asset/Liability
Committee of the Board of Directors (ALCO) provides guidance for
asset/liability activities. ALCO periodically evaluates the impact of changes
in market interest rates on interest earning assets and interest bearing
liabilities, net interest margin, capital and liquidity, and evaluates
managements strategic plan. The balance sheet structure is primarily
short-term with most assets and liabilities repricing or maturing in less than
five years. We monitor the sensitivity of net interest income by utilizing a
dynamic simulation model complemented by a traditional gap analysis.

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The simulation model measures the volatility of net interest income to
changes in market interest rates. Simulation modeling involves a degree of
estimation based on certain assumptions we believe to be reasonable. Factors
considered include contractual maturities, prepayments, repricing
characteristics, deposit retention and the relative sensitivity of assets and
liabilities to changes in market interest rates and cash flows from derivative
instruments.

The Board has established certain policy limits for the potential
volatility of net interest income, as projected by the simulation model.
Volatility is measured from a base case where rates are assumed to be flat and
is expressed as the percentage change, from the base case, in net interest
income over a 12-month period. As of June 30, 2003 we were operating within the
policy limits.

The simulation model is kept static with respect to the composition of the
balance sheet except that the current model incorporates the effect of the
recently announced balance sheet restructuring (which included a reduction of
the MBS portfolio, restructuring of borrowings and the share repurchase
program). The simulation model, therefore, does not fully reflect our ability
to proactively manage in changing market conditions. We may choose to extend or
shorten the maturities of our funding sources and redirect cash flows into
assets with shorter or longer durations. We may also use certain derivative
instruments to reduce the repricing mismatches of our assets and liabilities,
including interest rate swaps, interest rate caps/floors, and interest rate
collars.

The assumptions used are inherently uncertain and, as a result, we cannot
precisely predict the impact of changes in interest rates on net interest
income. Actual results may differ significantly from those presented due to the
timing, magnitude and frequency of interest rate changes, changes in market
conditions, interest rate differentials (spreads) between maturity/repricing
categories, prepayments, and any actions which we may take to counter such
changes.

The following table reflects the estimated change in net interest income
based on a gradual increase and decrease in interest rates over a twelve month
period from the dates presented:

(dollars in millions)

|                         |  |                               |      |          |  |  |       |  
|------------------------ |  | ----------------------------- | ---- | -------- |  |  | ----- | -
|                         |  | Change in Net Interest Income
|                         |  |                              
|Change in Interest Rates |  | $ Change                      |      | % Change
|                         |  |                               |      |         
|+ 200 Basis Points       |  | $                             | 26.5 |          |  |  | 3.36  | %
|+ 100 Basis Points       |  |                               | 18.4 |          |  |  | 2.34  |  
|- 100 Basis Points       |  |                               | (6.9 | )        |  |  | (0.88 | )

Subsequent to the end of the second quarter long-term rates have
increased, while short-term rates have remained relatively static resulting in
a steeper yield curve. Since we rely on shorter-term liabilities to fund
longer-term assets, this move in rates is generally viewed as beneficial to our
net interest margin.

Liquidity Risk Management

The objective of liquidity risk management is to meet our financial
obligations and capitalize on new business opportunities. These obligations
include the payment of deposits on demand or at their contractual maturity, the
repayment of borrowings as they mature and the ability to fund new and existing
loans and investments as opportunities arise.

The Companys principal source of funds is dividends from its primary
subsidiary, North Fork Bank. There are various legal and regulatory limitations
under applicable federal and state banking law on the extent to which banking
subsidiaries can finance or otherwise supply funds to their holding companies.
At June 30, 2003, total dividend capability from our banking subsidiaries was
$564 million. North Fork Bank, with its current balance sheet structure, had
the ability to dividend approximately $225 million, while still meeting the
criteria for a well-capitalized institution under existing capital guidelines.
Additional sources of liquidity include borrowings, the sale of
available-for-sale securities, and funds available through the capital markets.

Customer deposits are the primary source of liquidity for our banking
subsidiaries. Other sources of liquidity include loan and security principal
repayments and maturities, lines-of-credit with certain financial institutions,
the ability to borrow under repurchase agreements, Federal Home Loan Bank
(FHLB) advances utilizing unpledged mortgage backed securities and certain
mortgage loans, the sale of available-for-sale securities and the
securitization or sale of loans.

Our banking subsidiaries have the ability to borrow an additional $5.7
billion on a secured basis, utilizing mortgage related loans and securities as
collateral. As of June 30, 2003, $2.9 billion in advances and short-term
repurchase agreements were outstanding with the FHLB.

They also maintain arrangements with correspondent banks to provide
short-term credit for purposes of meeting regulatory liquidity requirements.
These lines of credit aggregated $1.1 billion at June 30, 2003.

We continually monitor our liquidity position as well as the liquidity
positions of our banking subsidiaries and believe that sufficient liquidity
exists to meet all of our operating requirements.

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Capital

We are subject to the risk based capital guidelines administered by bank
regulatory agencies. The guidelines are designed to make regulatory capital
requirements more sensitive to differences in risk profiles among banks and
bank holding companies, to account for off-balance sheet exposure and to
minimize disincentives for holding liquid assets. Under these guidelines,
assets and certain off-balance sheet items are assigned to broad risk
categories, each with appropriate weights. The resulting capital ratios
represent capital as a percentage of total risk weighted assets and certain
off-balance sheet items. The guidelines require all banks and bank holding
companies to maintain a minimum ratio of total risk based capital to total risk
weighted assets (Total Risk Adjusted Capital) of 8%, including Tier 1 capital
to total risk weighted assets (Tier 1 Capital) of 4% and a Tier 1 capital to
average total assets (Leverage Ratio) of at least 4%. Failure to meet minimum
capital requirements can initiate certain mandatory, and possibly additional
discretionary actions by regulators, that, if undertaken, could have a direct
material effect on our consolidated financial statements.

The regulatory agencies have amended the risk-based capital guidelines to
provide for interest rate risk considerations when determining a banking
institutions capital adequacy. The amendments require institutions to
effectively measure and monitor their interest rate risk and to maintain
capital adequate for that risk.

As of June 30, 2003, the most recent notification from the various
regulators categorized us as well capitalized under the regulatory framework
for prompt corrective action. Under the capital adequacy guidelines, a well
capitalized institution must maintain a Total Risk Adjusted Capital ratio of at
least 10%, a Tier 1 Capital Ratio of at least 6%, a Leverage Ratio of at least
5%, and not be subject to any written order, agreement or directive. There are
no conditions or events since such notifications that management believes have
changed this classification. However, due to the recent issuance of FIN 46,
there can be no assurance that the Federal Reserve will continue to allow
institutions to include Trust Preferred Securities in Tier I Capital.
As of June 30, 2003, we would still exceed the regulatory
threshold for capital adequacy assuming the exclusion of our Trust
Preferred Securities.

The following table sets forth our risk-weighted capital as of June 30, 2003
and 2002:

|                            |  |               |            |               |  |        |       |       |  |   |            |  |  |  |       |  
|--------------------------- |  | ------------- | ---------- | ------------- |  | ------ | ----- | ----- |  | - | ---------- |  |  |  | ----- | -
|                            |  | June 30, 2003 |            | June 30, 2002
|                            |  |               |            |              
|(dollars in thousands )     |  | Amount        |            | Ratio         |  | Amount |       | Ratio
|                            |  |               |            |               |  |        |       |      
|Tier 1 Capital              |  | $             | 1,349,440  |               |  |        | 10.89 | %     |  | $ | 1,382,308  |  |  |  | 13.21 | %
|Regulatory Requirement      |  |               | 495,622    |               |  |        | 4.00  |       |  |   | 418,492    |  |  |  | 4.00  |  
|                            |  |               |            |               |  |        |       |       |  |   |            |  |  |  |       |  
|Excess                      |  | $             | 853,818    |               |  |        | 6.89  | %     |  | $ | 963,816    |  |  |  | 9.21  | %
|                            |  |               |            |               |  |        |       |       |  |   |            |  |  |  |       |  
|Total Risk Adjusted Capital |  | $             | 1,964,643  |               |  |        | 15.86 | %     |  | $ | 1,492,306  |  |  |  | 14.26 | %
|Regulatory Requirement      |  |               | 991,244    |               |  |        | 8.00  |       |  |   | 836,984    |  |  |  | 8.00  |  
|                            |  |               |            |               |  |        |       |       |  |   |            |  |  |  |       |  
|Excess                      |  | $             | 973,399    |               |  |        | 7.86  | %     |  | $ | 655,322    |  |  |  | 6.26  | %
|                            |  |               |            |               |  |        |       |       |  |   |            |  |  |  |       |  
|Risk Weighted Assets        |  | $             | 12,390,553 |               |  |        |       |       |  | $ | 10,462,300 |  |  |  |       |  
|                            |  |               |            |               |  |        |       |       |  |   |            |  |  |  |       |  

Our Leverage Ratio at June 30, 2003 was 6.17%. North Fork Banks Tier 1,
Total Risk Based and Leverage Ratios were 10.85%, 11.82%, and 6.09%,
respectively, at June 30, 2003. Superiors Tier 1, Total Risk Based and
Leverage Ratios were 15.49%, 15.95%, and 6.46%, respectively, at June 30, 2003.

Federal Reserve Board policy provides that, as a matter of prudent
banking, a bank holding company generally should not maintain a rate of cash
dividends unless its net income available to common stockholders is sufficient
to fund the dividends, and the prospective rate of earnings retention appears
to be consistent with the holding companys capital needs, asset quality and
overall financial condition. In addition, among other things, dividends from a
New York-chartered bank, such as North Fork Bank, are limited to the banks net
profits for the current year plus its prior two years retained net profits.

Under federal law, a depository institution is prohibited from paying a
dividend if the depository institution would thereafter be undercapitalized
as determined by the federal bank regulatory agencies. The relevant federal
regulatory agencies and the state regulatory agency, the Banking Department,
also have the authority to prohibit a bank or bank holding company from
engaging in what, in the opinion of such regulatory body, constitutes an unsafe
or unsound practice in conducting its business.

On June 24, 2003, the Board of Directors declared a regular quarterly cash
dividend of $.27 per common share. The dividend is payable August 15, 2003, to
shareholders of record at the close of business on July 25, 2003.

Also, on June 24, 2003, the Board of Directors approved an increase in our
share repurchase program from the previously authorized level of 4 million
shares to 8 million shares, representing 5% of the shares outstanding at such
time. As of August 8, 2003, we had purchased 4.4 million shares at an average
price of $34.73 per share. Repurchases are made in the open market or through
privately negotiated transactions.

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##### Table of Contents



Sarbanes-Oxley Act of 2002

On July 30, 2002, the Sarbanes-Oxley Act of 2002 was signed into law. The
Act imposes new significant responsibilities on publicly held companies,
particularly in the area of corporate governance. We have carefully reviewed
the Act, and are monitoring and responding to the various regulations that have
been issued, and continue to be issued, by the Securities and Exchange
Commission and The New York Stock Exchange. We have already instituted
procedures to address some of the Acts specific concerns and will continue to
adapt our governance structure to the mandates of the law as interpreted by the
regulatory authorities in upcoming periods. We have always emphasized best
practices in corporate governance as the most effective way of assuring
stockholders that their investment is properly managed and their interests
remain paramount.

Future Legislation

From time to time legislation is introduced in Congress and state
legislatures with respect to the regulation of financial institutions. Such
legislation may change our operating environment and the operating environment
of our subsidiaries in substantial and unpredictable ways. We cannot determine
the ultimate effect that potential legislation, if enacted, or implementing
regulations, would have on our financial condition or results of operations or
on our shareholders.




Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information required by this item is contained throughout Item 2,
Managements Discussion and Analysis of Financial Condition and Results of
Operations and is incorporated by reference herein.




Item 4. Controls and Procedures

(a)  Disclosure Controls and Procedures. The Companys management, with
the participation of the Companys Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Companys disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of
the end of the period covered by this report. Based on such evaluation, the
Companys Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of such period, the Companys disclosure controls and
procedures are effective in recording, processing, summarizing and reporting,
on a timely basis, information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act.

(b)  Internal Control Over Financial Reporting. There have not been any
changes in the Companys internal control over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during
the fiscal quarter to which this report relates that have materially affected,
or are reasonably likely to materially affect, the Companys internal control
over financial reporting.




PART II. OTHER INFORMATION




Item 1. Legal Proceedings

The Company is commonly subject to various pending and threatened legal
actions relating to the conduct of its normal business activities. In the
opinion of management, the ultimate aggregate liability, if any, arising out of
any such pending or threatened legal actions will not be material to the
consolidated financial position or results of operations of the Company.




Item 4. Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Stockholders held on April 22, 2003, the
stockholders voted on:

1) the election of four directors for a term of three years expiring in
2006:

|                   |  |                  |             |                 |  |  |           | 
|------------------ |  | ---------------- | ----------- | --------------- |  |  | --------- | 
|                   |  | Shares Voted For |             | Shares Withheld
|                   |  |                  |             |                
|Allan C. Dickerson |  |                  | 134,441,831 |                 |  |  | 1,810,555 | 
|Lloyd A. Gerard    |  |                  | 133,771,037 |                 |  |  | 2,481,749 | 
|John Adam Kanas    |  |                  | 132,675,324 |                 |  |  | 3,576,862 | 
|Raymond A. Nielsen |  |                  | 134,070,769 |                 |  |  | 2,182,017 | 

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Item 6. Exhibits and Reports on Form 8-K

(a)        The following exhibits are submitted herewith:

|               |  |                                                                                                       
|-------------- |  | ------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                
|               |  |                                                                                                       
|(11)           |  | Statement Re: Computation of Net Income Per Common and Common
Equivalent Share                        
|               |  |                                                                                                       
|(31.1)         |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|               |  |                                                                                                       
|(31.2)         |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|               |  |                                                                                                       
|(32.1)         |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    
|               |  |                                                                                                       
|(32.2)         |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    

(b)        Reports on Form 8-K

We filed the following Current Reports on Form 8-K during the period from
April 1, 2003 to the date of the filing of this Report:



| |  |  | On April 16, 2003, we filed a Current Report on Form 8-K, dated
April 16, 2003, which includes information being furnished pursuant
to Item 12 but was furnished under Item 9 that included, an
announcement of our operating results for the first quarter ended
March 31, 2003.                                                                                                                   
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | On April 23, 2003, we filed a Current Report on Form 8-K, dated
April 23, 2003, which includes under Item 9, an announcement that we
presented certain financial data and performance trends for the full
year 2002 and the most recent quarter ended 2003 at our Annual
Meeting of Stockholders on Tuesday, April 22, 2003. This report has
been furnished but not filed pursuant to Regulation FD.
|
| |  |  | On June 24, 2003, we filed a Current Report on Form 8-K, dated
June 24, 2003, which includes under Item 9, a discussion regarding
our recently announced Balance Sheet restructuring, common share
repurchase and the potential impact on our financial condition and
results of operations. This report has been furnished but not filed
pursuant to Regulation FD.                                
|
| |  |  | On July 16, 2003, we filed a Current Report on Form 8-K, dated
July 16, 2003, which includes information being furnished pursuant to
Item 12 but was furnished under Item 9 that included, an announcement
of our operating results for the second quarter ended June 30, 2003.                                                                                                                     

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                     |  |                                
|-------------------- |  | -------------------------------
|Date:August 14, 2003 |  | North Fork Bancorporation, Inc.
|                     |  |                                
|                     |  | /s/ Daniel M. Healy            
|                     |  |                                
|                     |  | Daniel M. Healy                
|                     |  | Executive Vice President and   
|                     |  | Chief Financial Officer        

29