##### 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: March 31, 2003

NORTH FORK BANCORPORATION, INC.




(Exact name of Company as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 36-3154608                          
|                                                               |  |                                     
|(State or other Jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
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:
Yes (X) No (  )

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the 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  5/12/03
|                      |  |                                       
|$.01 Par Value        |  |                                        | 156,657,723 | 





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TABLE OF CONTENTS



|                                                                                                                                                                              |                                                                                               |  |  |  |  |  |  | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                                                                                                                                                
|                                                                                                                                                                              | ITEM 1. 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 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                            
|                                                                                                                                                                              | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                      
|                                                                                                                                                                              | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|                                                                                                                                                                              | ITEM 5. OTHER INFORMATION                                                                    
|                                                                                                                                                                              | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                                                                                                                                                                   
|Certification of the Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|COMPUTATION OF NET INCOME                                                                                                                                                    
|CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER                                                                                                                                 
|CERTIFICATION OF THE CHIEF FINANCIAL OFFICER                                                                                                                                 



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##### Table of Contents



INDEX




PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS

North Fork Bancorporation, Inc. and Subsidiaries



| | 1) |  | Consolidated Balance Sheets                               
| | -- |  | ----------------------------------------------------------
|
| | 2) |  | Consolidated Statements of Income                         
|
| | 3) |  | Consolidated Statements of Cash Flows                     
|
| | 4) |  | Consolidated Statements of Changes in Stockholders Equity
|
| | 5) |  | Consolidated Statements of Comprehensive Income           
|
| | 6) |  | 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



| |  |  | 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



| |  |  | Senior management maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our Exchange
Act reports is recorded, processed, summarized and reported within the time
periods prescribed by the SEC, and that such information is accumulated and
communicated to our management, including the Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure. In designing and evaluating the disclosure controls
and procedures, senior management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and
management necessarily is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Senior management, including the Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule 13(a)-14(c) under the
Securities Exchange Act of 1934, as amended) as of a date within 90 days
prior to the filing date of this Report. Based upon that evaluation, senior
management, including the Chief Executive Officer and Chief Financial
Officer, concluded that our disclosure controls and procedures were
effective. Further, there were no significant changes made in our internal
controls or in other factors that could significantly affect these internal
controls subsequent to the date of the most recent evaluation performed by
senior management, including the Chief Executive Officer and Chief Financial
Officer.                                          




PART II. OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS



| |  |  | Not Applicable.
| |  |  | ---------------




ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS



| |  |  | Not Applicable.
| |  |  | ---------------




ITEM 3. DEFAULTS UPON SENIOR SECURITIES



| |  |  | Not Applicable.
| |  |  | ---------------




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



| |  |  | Not Applicable.
| |  |  | ---------------




ITEM 5. OTHER INFORMATION



| |  |  | Not Applicable.
| |  |  | ---------------




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



| | (a) |  | The following exhibits are submitted herewith:
| | --- |  | ----------------------------------------------

|          |  |                                                                                                                              
|--------- |  | -----------------------------------------------------------------------------------------------------------------------------
|Exhibit # |  | Description                                                                                                                  
|          |  |                                                                                                                              
|(11)      |  | Statement Re: Computation of Net Income Per Common and
Common Equivalent Share                                               
|          |  |                                                                                                                              
|(99.1)    |  | Certification of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|          |  |                                                                                                                              
|(99.2)    |  | Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

2



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##### Table of Contents





| | (b) |  | Current Reports on Form 8-K
| | --- |  | ---------------------------



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



| | 1. |  | Current Report on Form 8-K, dated January 28, 2003, which
includes under Item 9, an announcement that we will be presenting at
the Salomon Smith Barney Financial Services Conference in New York
City on Wednesday, January 29, 2003. This report has been furnished
but not filed pursuant to Regulation FD.                                                        
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Current Report on Form 8-K, dated January 29, 2003, which
includes under Item 5, an announcement that our Board of Directors
approved an increase to our previously announced share repurchase
program by 5 million shares bringing the total authorized for
repurchase to approximately 6 million shares or 4% of our outstanding
shares.                            
|
| | 3. |  | Current Report on Form 8-K, dated March 5, 2003, which includes
under Item 9, an announcement that we will be presenting at the
Keefe, Bruyette & Woods, Inc., Eastern Regional Bank Symposium in
Boston on Thursday, March 6, 2003. This report has been furnished but
not filed pursuant to Regulation FD.                                                          
|
| | 4. |  | Current Report on Form 8-K dated April 16, 2003, which includes
information being filed pursuant to Item 12 but was filed under Item
9, an announcement of our operating results for the first quarter
ended March 31, 2003.                                                                                                                                          
|
| | 5. |  | 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.

3



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##### Table of Contents



Consolidated Balance Sheets (unaudited)

|                                                                                                          |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |           |            |            |            | 
|--------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------- | ------------------------------------------ | ------------------------------- | ---------- | ---------- | ---------- | ------------ | ---------- | ---------- | ---------- | --------- | ---------- | ---------- | ---------- | 
|                                                                                                          |                                                                                                  |                |                                            |                                 |            | March 31,  |            | December 31, |            | March 31, 
|                                                                                                          |                                                                                                  |                |                                            |                                 |            | 2003       |            | 2002         |            | 2002      
|                                                                                                          |                                                                                                  |                |                                            |                                 |            |            |            |              |            |           
|(in thousands, except per share amounts)                                                                  |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |          
|Assets:                                                                                                   |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |          
|Cash & Due from Banks                                                                                     |                                                                                                  | $              | 376,355                                    |                                 |            | $          | 396,725    |              |            | $          | 299,915    |          
|Money Market Investments                                                                                  |                                                                                                  |                | 47,693                                     |                                 |            |            | 27,613     |              |            |            | 56,896     |          
|Securities:                                                                                               |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |          
|                                                                                                          | Available-for-Sale ($4,287,274 , $3,639,853 and $1,755,522 pledged at
period ends, respectively) |                |                                            | 9,509,222                       |            |            |            | 8,555,892    |            |            |            | 4,926,156 |           
|                                                                                                          | Held-to-Maturity ($113,647, $167,829 and $358,794 pledged at
period ends, respectively)          |                |                                            | 252,364                         |            |            |            | 307,878      |            |            |            | 602,509   |           
|                                                                                                          |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |          
|                                                                                                          |                                                                                                  |                | Total Securities                           |                                 |            | 9,761,586  |            |              |            | 8,863,770  |            |           |            | 5,528,665  |           
|                                                                                                          |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |          
|Loans, Net of Unearned Income                                                                             |                                                                                                  |                | 11,435,423                                 |                                 |            |            | 11,369,139 |              |            |            | 10,583,097 |          
|                                                                                                          |                                                                                                  |                |                                            | Less: Allowance for Loan Losses |            |            | 115,087    |              |            |            | 114,995    |           |            |            | 106,352    | 
|                                                                                                          |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |          
|                                                                                                          |                                                                                                  |                |                                            | Net Loans                       |            |            | 11,320,336 |              |            |            | 11,254,144 |           |            |            | 10,476,745 | 
|Goodwill                                                                                                  |                                                                                                  |                | 410,495                                    |                                 |            |            | 407,132    |              |            |            | 406,947    |          
|Identifiable Intangibles                                                                                  |                                                                                                  |                | 15,440                                     |                                 |            |            | 16,332     |              |            |            | 19,188     |          
|Premises & Equipment                                                                                      |                                                                                                  |                | 140,517                                    |                                 |            |            | 132,529    |              |            |            | 111,050    |          
|Accrued Income Receivable                                                                                 |                                                                                                  |                | 107,549                                    |                                 |            |            | 104,719    |              |            |            | 94,011     |          
|Other Assets                                                                                              |                                                                                                  |                | 211,929                                    |                                 |            |            | 210,137    |              |            |            | 163,160    |          
|                                                                                                          |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |          
|                                                                                                          |                                                                                                  | Total Assets   |                                            | $                               | 22,391,900 |            |            | $            | 21,413,101 |            |            | $         | 17,156,577 |           
|                                                                                                          |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |          
|Liabilities and Stockholders Equity:                                                                     |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |          
|Demand Deposits                                                                                           |                                                                                                  | $              | 3,359,885                                  |                                 |            | $          | 3,417,534  |              |            | $          | 2,714,795  |          
|Savings Deposits                                                                                          |                                                                                                  |                | 3,532,326                                  |                                 |            |            | 3,440,573  |              |            |            | 3,248,736  |          
|NOW & Money Market Deposits                                                                               |                                                                                                  |                | 3,376,108                                  |                                 |            |            | 3,347,385  |              |            |            | 2,406,424  |          
|Time Deposits                                                                                             |                                                                                                  |                | 1,932,743                                  |                                 |            |            | 1,949,559  |              |            |            | 2,231,291  |          
|Certificates of Deposit, $100,000 & Over                                                                  |                                                                                                  |                | 1,171,386                                  |                                 |            |            | 1,037,479  |              |            |            | 1,012,848  |          
|                                                                                                          |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |          
|                                                                                                          |                                                                                                  | Total Deposits |                                            |                                 | 13,372,448 |            |            |              | 13,192,530 |            |            |           | 11,614,094 |           
|                                                                                                          |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |          
|Federal Funds Purchased & Securities Sold Under
Agreements to Repurchase                                  |                                                                                                  |                | 4,527,000                                  |                                 |            |            | 3,851,000  |              |            |            | 1,804,300  |          
|Federal Home Loan Bank Advances                                                                           |                                                                                                  |                | 1,550,000                                  |                                 |            |            | 1,550,000  |              |            |            | 1,550,000  |          
|Subordinated Debt                                                                                         |                                                                                                  |                | 499,162                                    |                                 |            |            | 499,140    |              |            |            |           |          
|Capital Securities                                                                                        |                                                                                                  |                | 268,939                                    |                                 |            |            | 268,926    |              |            |            | 244,370    |          
|Due To Brokers                                                                                            |                                                                                                  |                | 178,076                                    |                                 |            |            | 105,227    |              |            |            | 23,359     |          
|Accrued Expenses & Other Liabilities                                                                      |                                                                                                  |                | 464,188                                    |                                 |            |            | 432,225    |              |            |            | 420,248    |          
|                                                                                                          |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |          
|                                                                                                          |                                                                                                  |                | Total Liabilities                          |                                 | $          | 20,859,813 |            |              | $          | 19,899,048 |            |           | $          | 15,656,371 |           
|                                                                                                          |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |          
|Stockholders Equity:                                                                                     |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |          
|Preferred Stock, par value $1.00; authorized 10,000,000 shares, unissued                                  |                                                                                                  | $              |                                           |                                 |            | $          |           |              |            | $          |           |          
|Common stock, par value $0.01; authorized 500,000,000 shares;
issued 174,580,778 shares at March 31, 2003 |                                                                                                  |                | 1,746                                      |                                 |            |            | 1,746      |              |            |            | 1,746      |          
|Additional Paid in Capital                                                                                |                                                                                                  |                | 375,513                                    |                                 |            |            | 377,311    |              |            |            | 370,006    |          
|Retained Earnings                                                                                         |                                                                                                  |                | 1,651,882                                  |                                 |            |            | 1,590,594  |              |            |            | 1,396,387  |          
|Accumulated Other Comprehensive Income                                                                    |                                                                                                  |                | 30,916                                     |                                 |            |            | 17,991     |              |            |            | 4,401      |          
|Deferred Compensation                                                                                     |                                                                                                  |                | (68,307                                    | )                               |            |            | (70,562    | )            |            |            | (56,343    | )        
|Treasury Stock at cost; 17,504,534 shares at March 31, 2003                                               |                                                                                                  |                | (459,663                                   | )                               |            |            | (403,027   | )            |            |            | (215,991   | )        
|                                                                                                          |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |          
|                                                                                                          |                                                                                                  |                | Total Stockholders Equity                 |                                 |            | 1,532,087  |            |              |            | 1,514,053  |            |           |            | 1,500,206  |           
|                                                                                                          |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |          
|                                                                                                          |                                                                                                  |                | Total Liabilities and Stockholders Equity |                                 | $          | 22,391,900 |            |              | $          | 21,413,101 |            |           | $          | 17,156,577 |           
|                                                                                                          |                                                                                                  |                |                                            |                                 |            |            |            |              |            |            |            |          

See Accompanying Notes to Consolidated Financial Statements

4



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##### Table of Contents



Consolidated Statements of Income (Unaudited)

|                                                                         |                                                     |                            |                           |         |                    |         |           |         |        |        | 
|------------------------------------------------------------------------ | --------------------------------------------------- | -------------------------- | ------------------------- | ------- | ------------------ | ------- | --------- | ------- | ------ | ------ | 
|                                                                         |                                                     |                            |                           |         | Three Months Ended
|                                                                         |                                                     |                            |                           |         |                   
|                                                                         |                                                     |                            |                           |         | March 31,          |         | March 31,
|                                                                         |                                                     |                            |                           |         | 2003               |         | 2002     
|                                                                         |                                                     |                            |                           |         |                    |         |          
|(in thousands, except per share amounts)                                 |                                                     |                            |                           |         |                    |         |           |        
|Interest Income:                                                         |                                                     |                            |                           |         |                    |         |           |        
|Loans                                                                    |                                                     | $                          | 196,921                   |         |                    | $       | 194,671   |        
|Mortgage-Backed Securities                                               |                                                     |                            | 82,228                    |         |                    |         | 79,163    |        
|Other Securities                                                         |                                                     |                            | 13,444                    |         |                    |         | 9,076     |        
|State & Municipal Obligations                                            |                                                     |                            | 3,789                     |         |                    |         | 2,661     |        
|Money Market Investments                                                 |                                                     |                            | 174                       |         |                    |         | 228       |        
|                                                                         |                                                     |                            |                           |         |                    |         |           |        
|                                                                         | Total Interest Income                               |                            |                           | 296,556 |                    |         |           | 285,799 |       
|                                                                         |                                                     |                            |                           |         |                    |         |           |        
|Interest Expense:                                                        |                                                     |                            |                           |         |                    |         |           |        
|Savings, NOW & Money Market Deposits                                     |                                                     |                            | 14,760                    |         |                    |         | 14,616    |        
|Time Deposits                                                            |                                                     |                            | 10,053                    |         |                    |         | 19,395    |        
|Certificates of Deposit, $100,000 & Over                                 |                                                     |                            | 5,103                     |         |                    |         | 7,888     |        
|Federal Funds Purchased & Securities Sold Under Agreements to Repurchase |                                                     |                            | 28,658                    |         |                    |         | 20,255    |        
|Federal Home Loan Bank Advances                                          |                                                     |                            | 18,957                    |         |                    |         | 19,648    |        
|Subordinated Debt                                                        |                                                     |                            | 7,225                     |         |                    |         |          |        
|Capital Securities                                                       |                                                     |                            | 2,350                     |         |                    |         | 5,140     |        
|                                                                         |                                                     |                            |                           |         |                    |         |           |        
|                                                                         | Total Interest Expense                              |                            |                           | 87,106  |                    |         |           | 86,942  |       
|                                                                         |                                                     |                            |                           |         |                    |         |           |        
|                                                                         | Net Interest Income                                 |                            |                           | 209,450 |                    |         |           | 198,857 |       
|Provision for Loan Losses                                                |                                                     |                            | 6,250                     |         |                    |         | 6,250     |        
|                                                                         |                                                     |                            |                           |         |                    |         |           |        
|                                                                         | Net Interest Income after Provision for Loan Losses |                            |                           | 203,200 |                    |         |           | 192,607 |       
|                                                                         |                                                     |                            |                           |         |                    |         |           |        
|Non-Interest Income:                                                     |                                                     |                            |                           |         |                    |         |           |        
|Customer Related Fees & Service Charges                                  |                                                     |                            | 20,166                    |         |                    |         | 18,386    |        
|Investment Management, Commissions & Trust Fees                          |                                                     |                            | 3,124                     |         |                    |         | 4,750     |        
|Mortgage Banking Operations                                              |                                                     |                            | 2,818                     |         |                    |         | 1,268     |        
|Check Cashing Fees                                                       |                                                     |                            | 996                       |         |                    |         | 763       |        
|Other Operating Income                                                   |                                                     |                            | 4,546                     |         |                    |         | 2,506     |        
|Securities Gains, Net                                                    |                                                     |                            | 2,597                     |         |                    |         | 1,028     |        
|                                                                         |                                                     |                            |                           |         |                    |         |           |        
|                                                                         |                                                     |                            | Total Non-Interest Income |         |                    | 34,247  |           |         |        | 28,701 | 
|                                                                         |                                                     |                            |                           |         |                    |         |           |        
|Non-Interest Expense:                                                    |                                                     |                            |                           |         |                    |         |           |        
|Employee Compensation & Benefits                                         |                                                     |                            | 47,340                    |         |                    |         | 40,665    |        
|Occupancy & Equipment, Net                                               |                                                     |                            | 15,521                    |         |                    |         | 12,912    |        
|Other Operating Expenses                                                 |                                                     |                            | 16,817                    |         |                    |         | 16,703    |        
|Amortization of Identifiable Intangibles                                 |                                                     |                            | 892                       |         |                    |         | 952       |        
|                                                                         |                                                     |                            |                           |         |                    |         |           |        
|                                                                         |                                                     | Total Non-Interest Expense |                           |         | 80,570             |         |           |         | 71,232 |       
|                                                                         |                                                     |                            |                           |         |                    |         |           |        
|Income Before Income Taxes                                               |                                                     |                            | 156,877                   |         |                    |         | 150,076   |        
|Provision for Income Taxes                                               |                                                     |                            | 53,338                    |         |                    |         | 51,776    |        
|                                                                         |                                                     |                            |                           |         |                    |         |           |        
|                                                                         |                                                     |                            | Net Income                |         | $                  | 103,539 |           |         | $      | 98,300 | 
|                                                                         |                                                     |                            |                           |         |                    |         |           |        
|Earnings Per Share  Basic                                               |                                                     | $                          | 0.67                      |         |                    | $       | 0.61      |        
|Earnings Per Share  Diluted                                             |                                                     |                            | 0.67                      |         |                    |         | 0.61      |        
|Cash Dividends                                                           |                                                     |                            | 0.27                      |         |                    |         | 0.24      |        

See Accompanying Notes to Consolidated Financial Statements

5



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##### Table of Contents



Consolidated Statements of Cash Flows (unaudited)

|                                                                                                    |                                             |                                                      |            |      |          |   |          |   |         |  
|--------------------------------------------------------------------------------------------------- | ------------------------------------------- | ---------------------------------------------------- | ---------- | ---- | -------- | - | -------- | - | ------- | -
|For the Three Months Ended March 31,                                                                |                                             | 2003                                                 |            | 2002
|                                                                                                    |                                             |                                                      |            |     
|(in thousands)                                                                                      |                                             |                                                      |            |      |          |   |          |  
|Cash Flows from Operating Activities:                                                               |                                             |                                                      |            |      |          |   |          |  
|Net Income                                                                                          |                                             | $                                                    | 103,539    |      |          | $ | 98,300   |  
|Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:                   |                                             |                                                      |            |      |          |   |          |  
|Provision for Loan Losses                                                                           |                                             |                                                      | 6,250      |      |          |   | 6,250    |  
|Depreciation                                                                                        |                                             |                                                      | 3,644      |      |          |   | 3,250    |  
|Amortization                                                                                        |                                             |                                                      | 2,916      |      |          |   | 2,331    |  
|Amortization of Identifiable Intangibles                                                            |                                             |                                                      | 892        |      |          |   | 952      |  
|Amortization of Securities Premiums                                                                 |                                             |                                                      | 23,136     |      |          |   | 5,049    |  
|Accretion of Discounts and Net Deferred Loan Fees                                                   |                                             |                                                      | (9,811     | )    |          |   | (14,276  | )
|Securities Gains, Net                                                                               |                                             |                                                      | (2,597     | )    |          |   | (1,028   | )
|Other, Net                                                                                          |                                             |                                                      | (83,223    | )    |          |   | (89,800  | )
|                                                                                                    |                                             |                                                      |            |      |          |   |          |  
|                                                                                                    |                                             | Net Cash Provided by Operating Activities            |            |      | 44,746   |   |          |   | 11,028  |  
|                                                                                                    |                                             |                                                      |            |      |          |   |          |  
|Cash Flows from Investing Activities:                                                               |                                             |                                                      |            |      |          |   |          |  
|Purchases of Securities Held-to-Maturity                                                            |                                             |                                                      | (14,280    | )    |          |   |         |  
|Maturities, Redemptions, Calls and Principal Repayments on
Securities Held-to-Maturity              |                                             |                                                      | 69,408     |      |          |   | 107,158  |  
|Purchases of Securities Available-for-Sale                                                          |                                             |                                                      | (2,447,545 | )    |          |   | (615,713 | )
|Proceeds from Sales of Securities Available-for-Sale                                                |                                             |                                                      | 71,035     |      |          |   | 39,055   |  
|Maturities, Redemptions, Calls and Principal Repayments on
Securities Available-for-Sale            |                                             |                                                      | 1,600,566  |      |          |   | 712,625  |  
|Loans Originated, Net of Principal Repayments and Charge-offs                                       |                                             |                                                      | (188,482   | )    |          |   | (247,143 | )
|Proceeds from the Sale of Loans                                                                     |                                             |                                                      | 121,683    |      |          |   | 62,700   |  
|Transfers to Other Real Estate, Net of Sales                                                        |                                             |                                                      |           |      |          |   | (15      | )
|Purchases of Premises and Equipment, Net                                                            |                                             |                                                      | (11,633    | )    |          |   | (3,520   | )
|                                                                                                    |                                             |                                                      |            |      |          |   |          |  
|                                                                                                    |                                             | Net Cash (Used in)/Provided by Investing Activities  |            |      | (799,248 | ) |          |   | 55,147  |  
|                                                                                                    |                                             |                                                      |            |      |          |   |          |  
|Cash Flows from Financing Activities:                                                               |                                             |                                                      |            |      |          |   |          |  
|Net Increase in Customer Deposit Liabilities                                                        |                                             |                                                      | 179,918    |      |          |   | 310,788  |  
|Net Increase/(Decrease) in Federal Funds Purchased &
Securities Sold Under Agreements to Repurchase |                                             |                                                      | 676,000    |      |          |   | (337,882 | )
|Purchase of Treasury Stock                                                                          |                                             |                                                      | (61,731    | )    |          |   |         |  
|Exercise of Options and Common Stock Sold for Cash                                                  |                                             |                                                      | 2,731      |      |          |   | 6,050    |  
|Cash Dividends Paid                                                                                 |                                             |                                                      | (42,706    | )    |          |   | (39,254  | )
|                                                                                                    |                                             |                                                      |            |      |          |   |          |  
|                                                                                                    |                                             | Net Cash Provided by/(Used in) Financing Activities  |            |      | 754,212  |   |          |   | (60,298 | )
|                                                                                                    |                                             |                                                      |            |      |          |   |          |  
|                                                                                                    |                                             | Net (Decrease)/Increase in Cash and Cash Equivalents |            |      | (290     | ) |          |   | 5,877   |  
|Cash and Cash Equivalents at Beginning of the Period                                                |                                             |                                                      | 424,338    |      |          |   | 350,934  |  
|                                                                                                    |                                             |                                                      |            |      |          |   |          |  
|Cash and Cash Equivalents at End of the Period                                                      |                                             | $                                                    | 424,048    |      |          | $ | 356,811  |  
|                                                                                                    |                                             |                                                      |            |      |          |   |          |  
|Supplemental Disclosures of Cash Flow Information:                                                  |                                             |                                                      |            |      |          |   |          |  
|                                                                                                    | Cash Paid/(Received) During the Period for: |                                                      |            |      |          |   |          |   |        
|                                                                                                    |                                             | Interest Expense                                     |            | $    | 94,378   |   |          | $ | 81,253  |  
|                                                                                                    |                                             |                                                      |            |      |          |   |          |  
|                                                                                                    |                                             | Income Taxes                                         |            |      | 569      |   |          |   | (56,661 | )
|                                                                                                    |                                             |                                                      |            |      |          |   |          |  
|During the Period the Company Purchased Various Securities which
Settled in the Subsequent Period   |                                             |                                                      | 178,076    |      |          |   | 23,359   |  
|                                                                                                    |                                             |                                                      |            |      |          |   |          |  

See Accompanying Notes to Consolidated Financial Statements

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##### Table of Contents



Consolidated Statements of Changes in Stockholders Equity (unaudited)

(Dollars in thousands, except per share amounts)

|                                               |  |        |       |         |  |            |         |               |  |              |           |             |  |       |        |   |  |   |         |   |  |   |          |   |  |   |           |  
|---------------------------------------------- |  | ------ | ----- | ------- |  | ---------- | ------- | ------------- |  | ------------ | --------- | ----------- |  | ----- | ------ | - |  | - | ------- | - |  | - | -------- | - |  | - | --------- | -
|                                               |  |        |       |         |  |            |         |               |  |              |           | Accumulated |  |       |        |   |  |   |         |   |  |   |          |  
|                                               |  |        |       |         |  | Additional |         |               |  |              |           | Other       |  |       |        |   |  |   |         |   |  |   |          |  
|                                               |  | Common |       | Paid in |  | Retained   |         | Comprehensive |  | Deferred     |           | Treasury    |  |       |        |  
|                                               |  | 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                                     |  |        |      |         |  |            |        |               |  |              | 98,300    |             |  |       |       |   |  |   |        |   |  |   |         |   |  |   | 98,300    |  
|Cash Dividends ($.24 per share)                |  |        |      |         |  |            |        |               |  |              | (39,477   | )           |  |       |       |   |  |   |        |   |  |   |         |   |  |   | (39,477   | )
|Issuance of Stock (39,072 shares)              |  |        |      |         |  |            | 549     |               |  |              |          |             |  |       |       |   |  |   |        |   |  |   | 784      |   |  |   | 1,333     |  
|Restricted Stock Activity, Net                 |  |        |      |         |  |            | 6,490   |               |  |              |          |             |  |       |       |   |  |   | (13,808 | ) |  |   | 9,196    |   |  |   | 1,878     |  
|Other Stock Based Compensation Activity, Net   |  |        |      |         |  |            | (1,378  | )             |  |              |          |             |  |       |       |   |  |   |        |   |  |   | 8,482    |   |  |   | 7,104     |  
|Accumulated Other Comprehensive Income         |  |        |      |         |  |            |        |               |  |              |          |             |  |       | (5,940 | ) |  |   |        |   |  |   |         |   |  |   | (5,940    | )
|                                               |  |        |       |         |  |            |         |               |  |              |           |             |  |       |        |   |  |   |         |   |  |   |          |   |  |   |           |  
|Balance, March 31, 2002                        |  | $      | 1,746 |         |  | $          | 370,006 |               |  | $            | 1,396,387 |             |  | $     | 4,401  |   |  | $ | (56,343 | ) |  | $ | (215,991 | ) |  | $ | 1,500,206 |  
|                                               |  |        |       |         |  |            |         |               |  |              |           |             |  |       |        |   |  |   |         |   |  |   |          |   |  |   |           |  
|Balance, December 31, 2002                     |  | $      | 1,746 |         |  | $          | 377,311 |               |  | $            | 1,590,594 |             |  | $     | 17,991 |   |  | $ | (70,562 | ) |  | $ | (403,027 | ) |  | $ | 1,514,053 |  
|Net Income                                     |  |        |      |         |  |            |        |               |  |              | 103,539   |             |  |       |       |   |  |   |        |   |  |   |         |   |  |   | 103,539   |  
|Cash Dividends ($.27 per share)                |  |        |      |         |  |            |        |               |  |              | (42,251   | )           |  |       |       |   |  |   |        |   |  |   |         |   |  |   | (42,251   | )
|Issuance of Stock (41,630 shares)              |  |        |      |         |  |            | 252     |               |  |              |          |             |  |       |       |   |  |   |        |   |  |   | 1,144    |   |  |   | 1,396     |  
|Restricted Stock Activity, Net                 |  |        |      |         |  |            | 142     |               |  |              |          |             |  |       |       |   |  |   | 2,255   |   |  |   | 424      |   |  |   | 2,821     |  
|Other Stock Based Compensation Activity, Net   |  |        |      |         |  |            | (2,192  | )             |  |              |          |             |  |       |       |   |  |   |        |   |  |   | 3,527    |   |  |   | 1,335     |  
|Purchases of Treasury Stock (1,877,500 shares) |  |        |      |         |  |            |        |               |  |              |          |             |  |       |       |   |  |   |        |   |  |   | (61,731  | ) |  |   | (61,731   | )
|Accumulated Other Comprehensive Income         |  |        |      |         |  |            |        |               |  |              |          |             |  |       | 12,925 |   |  |   |        |   |  |   |         |   |  |   | 12,925    |  
|                                               |  |        |       |         |  |            |         |               |  |              |           |             |  |       |        |   |  |   |         |   |  |   |          |   |  |   |           |  
|Balance, March 31, 2003                        |  | $      | 1,746 |         |  | $          | 375,513 |               |  | $            | 1,651,882 |             |  | $     | 30,916 |   |  | $ | (68,307 | ) |  | $ | (459,663 | ) |  | $ | 1,532,087 |  
|                                               |  |        |       |         |  |            |         |               |  |              |           |             |  |       |        |   |  |   |         |   |  |   |          |   |  |   |           |  

See Accompanying Notes to Consolidated Financial Statements

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##### Table of Contents



Consolidated Statements of Comprehensive Income (Unaudited)

|                                            |                                                                             |      |         |         |   |   |         |         |  
|------------------------------------------- | --------------------------------------------------------------------------- | ---- | ------- | ------- | - | - | ------- | ------- | -
|For the Three Months Ended March 31:        |                                                                             | 2003 |         | 2002   
|                                            |                                                                             |      |         |        
|(in thousands)                              |                                                                             |      |         |         |   |   |         |        
|Net Income                                  |                                                                             | $    | 103,539 |         |   | $ | 98,300  |        
|                                            |                                                                             |      |         |         |   |   |         |        
|Other Comprehensive Income:                 |                                                                             |      |         |         |   |   |         |        
|Unrealized Gains/(Losses) On Securities:    |                                                                             |      |         |         |   |   |         |        
|                                            | Changes
in Unrealized Gains/(Losses) Arising During the Period              |      |         | 17,892  |   |   |         | (18,296 | )
|                                            | Less: Reclassification Adjustment for Gains Included in Net Income          |      |         | (2,597  | ) |   |         | (1,028  | )
|                                            |                                                                             |      |         |         |   |   |         |        
|                                            |                                                                             |      | 15,295  |         |   |   | (19,324 | )      
|                                            |                                                                             |      |         |         |   |   |         |        
|Unrealized Gains On Derivative Instruments: |                                                                             |      |         |         |   |   |         |        
|                                            | Changes in Unrealized Gains Arising During the Period                       |      |         | 7,380   |   |   |         | 8,902   |  
|                                            |                                                                             |      |         |         |   |   |         |        
|                                            |                                                                             |      | 7,380   |         |   |   | 8,902   |        
|                                            |                                                                             |      |         |         |   |   |         |        
|                                            | Other Comprehensive Income/(Loss), Before Income Taxes                      |      |         | 22,675  |   |   |         | (10,422 | )
|                                            | (Provision)/Benefit for Income Taxes on Items of Other Comprehensive Income |      |         | (9,750  | ) |   |         | 4,482   |  
|                                            |                                                                             |      |         |         |   |   |         |        
|                                            | Net Other Comprehensive Income/(Loss)                                       |      |         | 12,925  |   |   |         | (5,940  | )
|                                            |                                                                             |      |         |         |   |   |         |        
|                                            | Comprehensive Income                                                        |      | $       | 116,464 |   |   | $       | 92,360  |  
|                                            |                                                                             |      |         |         |   |   |         |        

See Accompanying Notes to Consolidated Financial Statements.

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##### Table of Contents



North Fork Bancorporation, Inc.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 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.

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 verbally 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 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                                                                                                               

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 $22 billion multi-bank holding company headquartered in Melville,
New York. We operate 171 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 March 31, 2003, North
Fork Banks assets and revenues constituted in excess of 95% of our
consolidated assets and revenue. North Fork Bank provides a variety of 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 other subsidiaries offer financial services and related
products such as asset management, securities brokerage and sales of
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 conduct our business in a dense geographic area in 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. It is a market where a few
multi-national banking organizations control a significant portion of the
deposits. This competitively attractive environment provides multiple
opportunities to gain market share through internal growth, branch expansion
and potential acquisitions.

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Basis of Presentation

Our accounting and reporting policies are in conformity with accounting
principles generally accepted in the United States of America and prevailing
practices within the financial services industry. 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
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 and understand the significant accounting policies which are used in
preparing our consolidated financial statements. These policies are described
in Note 1 to the consolidated financial statements which were presented in our
2002 Annual Report. There have not been any significant changes in the factors
or methodology used by management to determine 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 to be those underlying our
accounting for the allowance for loan losses.

Results of operations for the three months ended March 31, 2003, are not
necessarily indicative of the results of operations which may be expected for
the full year 2003 or any other interim period.

Recent Accounting Developments

Accounting for Costs Associated with Exit or Disposal Activities

In 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 146, Accounting for
Costs Associated with Exit or Disposal Activities. SFAS 146 requires that a
liability for costs associated with an exit or disposal activity be recognized
when the liability is incurred rather than when a company commits to such an
activity and also establishes fair value as the objective for initial
measurement of the liability. SFAS 146 is effective for exit or disposal
activities that are initiated after December 31, 2002. The adoption of SFAS 146
had no impact on our consolidated financial statements for the three months
ended March 31, 2003.

Guarantors Accounting and
Disclosure Requirements for Guarantees

In 2002, the FASB issued Interpretation No. 45, Guarantors Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others (FIN 45), which requires additional disclosures by a
guarantor about its obligations under certain guarantees that it has issued.
FIN 45 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
FIN 45 disclosure has been incorporated into Managements Discussion and
Analysis  Credit Related Commitments. The accounting requirements of FIN 45
became effective for us on January 1, 2003 on a prospective basis. The impact
of the adoption was not material to our consolidated financial statements.

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 methods of transition for a voluntary change to the fair value
method of accounting for stock-based compensation. It also amends the
disclosure provisions of SFAS 123 to require prominent disclosure in both
annual and interim financial statements about the method of accounting for
stock-based compensation and the effect of the method used on reported results.
The transitional requirements of SFAS 148 were effective for all financial
statements for fiscal years ending after December 15, 2002. We have elected not
to adopt the fair value method, and continue to account for stock-based
compensation plans using the intrinsic value method, as permitted.
Accordingly, 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 the fair value of these
awards at the date of grant and are amortized to compensation expense over the
awards specified vesting periods. Since we have elected to apply the intrinsic
value method, we are required to disclose the pro-forma impact on net income
and earnings per share that the fair value-based method would have had, if it
was applied rather than the intrinsic value method. Our policy with regards to
stock-based compensation has been to grant stock options and restricted stock
awards at year end. Since stock options are typically awarded at year end and
contain a nominal vesting period, no pro forma compensation expense and its
related effect on net income and earnings per share has been reported herein
(See Footnote 14  Common Stock Plans in our 2002 annual report for
additional disclosure).

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Managements Discussion and Analysis

Financial Summary

Overview

Selected financial highlights for the three months ended March 31, 2003
and 2002, are set forth in the table below. The succeeding discussion and
analysis describes the changes in components of operating results giving rise
to net income.

|                                                  |                                        |      |                    |         |           |  |   |         |  
|------------------------------------------------- | -------------------------------------- | ---- | ------------------ | ------- | --------- |  | - | ------- | -
|                                                  |                                        |      | Three Months Ended
|                                                  |                                        |      |                   
|                                                  |                                        |      | March 31,          |         | March 31,
|(in thousands, except ratios & per share amounts) |                                        | 2003 |                    | 2002   
|                                                  |                                        |      |                    |        
|Earnings:                                         |                                        |      |                    |         |           |  |   |        
|                                                  | Net Income                             |      | $                  | 103,539 |           |  | $ | 98,300  |  
|                                                  |                                        |      |                    |         |           |  |   |        
|Per Share:                                        |                                        |      |                    |         |           |  |   |        
|                                                  | Earnings Per Share  Basic             |      | $                  | 0.67    |           |  | $ | 0.61    |  
|                                                  | Earnings Per Share  Diluted           |      |                    | 0.67    |           |  |   | 0.61    |  
|                                                  | Cash Dividends                         |      |                    | 0.27    |           |  |   | 0.24    |  
|                                                  | Dividend Payout Ratio                  |      |                    | 40.96   | %         |  |   | 40.00   | %
|                                                  | Book Value                             |      | $                  | 9.75    |           |  | $ | 9.16    |  
|                                                  | Average Equivalent Shares  Basic      |      |                    | 153,929 |           |  |   | 160,311 |  
|                                                  | Average Equivalent Shares  Diluted    |      |                    | 155,476 |           |  |   | 162,183 |  
|                                                  |                                        |      |                    |         |           |  |   |        
|Selected Ratios:                                  |                                        |      |                    |         |           |  |   |        
|                                                  | Return on Average Total Assets         |      |                    | 1.94    | %         |  |   | 2.32    | %
|                                                  | Return on Average Stockholders Equity |      |                    | 27.87   |           |  |   | 26.55   |  
|                                                  | Yield on Interest Earning Assets       |      |                    | 6.12    |           |  |   | 7.40    |  
|                                                  | Cost of Funds                          |      |                    | 2.15    |           |  |   | 2.78    |  
|                                                  | Net Interest Margin                    |      |                    | 4.36    |           |  |   | 5.19    |  
|                                                  | Core Efficiency Ratio                  |      |                    | 32.60   |           |  |   | 30.68   |  
|                                                  |                                        |      |                    |         |           |  |   |        

Net Income

Net income in the first quarter of 2003 improved $5.2 million or 5%,
to $103.5 million or diluted earnings per share of $.67 as compared to $98.3
million or diluted earnings per share of $.61 for the same period of 2002.
Return on average stockholders equity and average total assets rose to 27.9%
and 1.9%, respectively for the first quarter of 2003 compared to 26.6% and
2.3%, respectively, for the first quarter of 2002.

Net Interest Income

Net interest income is the difference between interest earned on assets
and interest incurred on liabilities and constituted 90% 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.

11



---



##### 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 March 31;

|                                                                         |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |      |      |  | 
|------------------------------------------------------------------------ | --------------------------------- | ------------------------------------------ | ------------------- | ---------- | ---------- | ---- | ------- | ------- | ------ | -------- | ------- | ---- | ------- | - | ---------- | ---------- | ---------- | - | ------- | ------- | ------ | ------- | ---- | ---- | ---- |  | 
|                                                                         |                                   |                                            |                     |            | 2003       |      | 2002   
|                                                                         |                                   |                                            |                     |            |            |      |        
|                                                                         |                                   |                                            |                     |            | Average    |      |         |         |        |          | Average |      | Average |   |            |            |            |   | Average
|(dollars in thousands )                                                  |                                   | Balance                                    |                     | Interest   |            | Rate |         | Balance |        | Interest |         | Rate
|                                                                         |                                   |                                            |                     |            |            |      |         |         |        |          |         |     
|Interest Earning Assets:                                                 |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|Securities (1)                                                           |                                   | $                                          | 8,584,874           |            |            | $    | 105,089 |         |        |          | 4.96    | %    |         | $ | 5,392,521  |            |            | $ | 95,718  |         |        |         | 7.20 | %   
|Loans, net (2)                                                           |                                   |                                            | 11,397,521          |            |            |      | 197,269 |         |        |          | 7.02    |      |         |   | 10,487,002 |            |            |   | 194,983 |         |        |         | 7.54 |     
|Money Market Investments                                                 |                                   |                                            | 58,218              |            |            |      | 254     |         |        |          | 1.77    |      |         |   | 57,906     |            |            |   | 255     |         |        |         | 1.79 |     
|                                                                         |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|                                                                         | Total Interest Earning Assets (3) |                                            |                     | 20,040,613 |            |      |         | 302,612 |        |          |         | 6.12 | %       |   |            | 15,937,429 |            |   |         | 290,956 |        |         |      | 7.40 | %   
|                                                                         |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|Non Interest Earning Assets:                                             |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|Cash and Due from Banks                                                  |                                   |                                            | 409,424             |            |            |      |         |         |        |          |         |      |         |   | 351,084    |            |            |   |         |         |        |         |      |     
|Other Assets (1)                                                         |                                   |                                            | 1,205,844           |            |            |      |         |         |        |          |         |      |         |   | 859,905    |            |            |   |         |         |        |         |      |     
|                                                                         |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|                                                                         | Total Assets                      |                                            | $                   | 21,655,881 |            |      |         |         |        |          |         |      |         |   | $          | 17,148,418 |            |   |         |         |        |         |      |      |     
|                                                                         |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|Interest Bearing Liabilities:                                            |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|Savings, NOW & Money Market Deposits                                     |                                   | $                                          | 6,819,813           |            |            | $    | 14,760  |         |        |          | 0.88    | %    |         | $ | 5,399,952  |            |            | $ | 14,616  |         |        |         | 1.10 | %   
|Time Deposits                                                            |                                   |                                            | 3,125,404           |            |            |      | 15,156  |         |        |          | 1.97    |      |         |   | 3,439,750  |            |            |   | 27,283  |         |        |         | 3.22 |     
|                                                                         |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|                                                                         | Total Savings and Time Deposits   |                                            |                     | 9,945,217  |            |      |         | 29,916  |        |          |         | 1.22 | %       |   |            | 8,839,702  |            |   |         | 41,899  |        |         |      | 1.92 | %   
|Federal Funds Purchased & Securities Sold
Under Agreements to Repurchase |                                   |                                            | 4,168,852           |            |            |      | 28,658  |         |        |          | 2.79    |      |         |   | 2,040,190  |            |            |   | 20,255  |         |        |         | 4.03 |     
|Subordinated Debt                                                        |                                   |                                            | 499,151             |            |            |      | 7,225   |         |        |          | 5.87    |      |         |   |           |            |            |   |        |         |        |         |     |     
|Capital Securities                                                       |                                   |                                            | 268,928             |            |            |      | 2,350   |         |        |          | 3.54    |      |         |   | 244,367    |            |            |   | 5,140   |         |        |         | 8.53 |     
|Federal Home Loan Bank Advances                                          |                                   |                                            | 1,550,000           |            |            |      | 18,957  |         |        |          | 4.96    |      |         |   | 1,550,000  |            |            |   | 19,648  |         |        |         | 5.14 |     
|                                                                         |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|                                                                         | Total Borrowings                  |                                            |                     | 6,486,931  |            |      |         | 57,190  |        |          |         | 3.58 |         |   |            | 3,834,557  |            |   |         | 45,043  |        |         |      | 4.76 |     
|                                                                         |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|                                                                         |                                   | Total Interest Bearing Liabilities         |                     |            | 16,432,148 |      |         |         | 87,106 |          |         |      | 2.15    |   |            |            | 12,674,259 |   |         |         | 86,942 |         |      |      | 2.78 | 
|                                                                         |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|Rate Spread                                                              |                                   |                                            |                     |            |            |      |         |         |        |          | 3.97    | %    |         |   |            |            |            |   |         |         |        |         | 4.62 | %   
|Non-Interest
Bearing Liabilities                                         |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |      |     
|Demand
Deposits                                                          |                                   |                                            | 3,281,234           |            |            |      |         |         |        |          |         |      |         |   | 2,623,465  |            |            |   |         |         |        |         |      |     
|Other Liabilities                                                        |                                   |                                            | 399,779             |            |            |      |         |         |        |          |         |      |         |   | 323,554    |            |            |   |         |         |        |         |      |     
|                                                                         |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|Total Liabilities                                                        |                                   |                                            | 20,113,161          |            |            |      |         |         |        |          |         |      |         |   | 15,621,278 |            |            |   |         |         |        |         |      |     
|Stockholders Equity                                                     |                                   |                                            | 1,542,720           |            |            |      |         |         |        |          |         |      |         |   | 1,527,140  |            |            |   |         |         |        |         |      |     
|                                                                         |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|                                                                         |                                   | Total Liabilities and Stockholders Equity |                     | $          | 21,655,881 |      |         |         |        |          |         |      |         |   |            | $          | 17,148,418 |   |         |         |        |         |      |      |      | 
|                                                                         |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|Net Interest Income and Net Interest Margin                              |                                   |                                            |                     |            |            |      | 215,506 |         |        |          | 4.36    | %    |         |   |            |            |            |   | 204,014 |         |        |         | 5.19 | %   
|Less: Tax Equivalent Adjustment (3)                                      |                                   |                                            |                     |            |            |      | (6,056  | )       |        |          |         |      |         |   |            |            |            |   | (5,157  | )       |        |         |      |     
|                                                                         |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     
|                                                                         |                                   |                                            | Net Interest Income |            |            |      |         |         | $      | 209,450  |         |      |         |   |            |            |            |   |         |         | $      | 198,857 |      |      |      |  | 
|                                                                         |                                   |                                            |                     |            |            |      |         |         |        |          |         |      |         |   |            |            |            |   |         |         |        |         |      |     



---

|(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 $1.06 for the three months ended March 31, 2003; and
$1.77, $, $1.65, $1.55, $1.24 and $1.03 for the three months ended March
31, 2002.

12



---



##### 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 period 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 March 31,
|                                                                           |                        |        | 2003 vs. 2002               
|                                                                           |                        |        |                             
|                                                                           |                        |        | Change in                   
|                                                                           |                        |        |                             
|                                                                           |                        |        | Average                      |        | Average |        | Net Interest
|(in thousands)                                                             |                        | Volume |                              | Rate   |         | Income
|                                                                           |                        |        |                              |        |         |       
|Interest Income from Earning Assets:                                       |                        |        |                              |        |         |        |              |         |   |   |         |       
|Securities                                                                 |                        | $      | 45,297                       |        |         |        | ($35,926     | )       |   | $ | 9,371   |       
|Loans, net (2)                                                             |                        |        | 16,278                       |        |         |        | (13,992      | )       |   |   | 2,286   |       
|Money Market Investments                                                   |                        |        | 1                            |        |         |        | (2           | )       |   |   | (1      | )     
|                                                                           |                        |        |                              |        |         |        |              |         |   |   |         |       
|                                                                           | Total Interest Income  |        |                              | 61,576 |         |        |              | (49,920 | ) |   |         | 11,656 | 
|                                                                           |                        |        |                              |        |         |        |              |         |   |   |         |       
|Interest Expense on Liabilities:                                           |                        |        |                              |        |         |        |              |         |   |   |         |       
|Savings, NOW & Money Market Deposits                                       |                        | $      | 3,405                        |        |         | $      | (3,261       | )       |   | $ | 144     |       
|Time Deposits                                                              |                        |        | (2,391                       | )      |         |        | (9,736       | )       |   |   | (12,127 | )     
|Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase |                        |        | 15,976                       |        |         |        | (7,573       | )       |   |   | 8,403   |       
|Subordinated Debt                                                          |                        |        | 7,225                        |        |         |        |             |         |   |   | 7,225   |       
|Capital Securities                                                         |                        |        | 472                          |        |         |        | (3,262       | )       |   |   | (2,790  | )     
|Federal Home Loan Bank Advances                                            |                        |        |                             |        |         |        | (691         | )       |   |   | (691    | )     
|                                                                           |                        |        |                              |        |         |        |              |         |   |   |         |       
|                                                                           | Total Interest Expense |        |                              | 24,687 |         |        |              | (24,523 | ) |   |         | 164    | 
|                                                                           |                        |        |                              |        |         |        |              |         |   |   |         |       
|Net Change in Net Interest Income                                          |                        | $      | 36,889                       |        |         |        | ($25,397     | )       |   | $ | 11,492  |       
|                                                                           |                        |        |                              |        |         |        |              |         |   |   |         |       



---

|(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, net.

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   
|                                   |                               |  |         |      |        
|                                   |                               |  | 1st Qtr |      | 4th Qtr |  | 3rd Qtr |      | 2nd Qtr |  | 1st Qtr
|                                   |                               |  |         |      |         |  |         |      |         |  |        
|Interest Earning Assets:           |                               |  |         |      |         |  |         |      |         |  |         |      |   |  |      |      |   |  |      |     
|Securities                         |                               |  | 4.96    | %    |         |  | 5.45    | %    |         |  | 6.10    | %    |   |  | 6.72 | %    |   |  | 7.20 | %   
|Loans, Net                         |                               |  | 7.02    |      |         |  | 7.12    |      |         |  | 7.26    |      |   |  | 7.42 |      |   |  | 7.54 |     
|Money Market Investments           |                               |  | 1.77    |      |         |  | 1.96    |      |         |  | 2.51    |      |   |  | 2.13 |      |   |  | 1.79 |     
|                                   |                               |  |         |      |         |  |         |      |         |  |         |      |   |  |      |      |   |  |      |     
|                                   | Total Interest Earning Assets |  |         | 6.12 | %       |  |         | 6.42 | %       |  |         | 6.81 | % |  |      | 7.16 | % |  |      | 7.40 | %
|                                   |                               |  |         |      |         |  |         |      |         |  |         |      |   |  |      |      |   |  |      |     
|Interest Bearing Liabilities:      |                               |  |         |      |         |  |         |      |         |  |         |      |   |  |      |      |   |  |      |     
|Total Savings and Time Deposits    |                               |  | 1.22    | %    |         |  | 1.30    | %    |         |  | 1.51    | %    |   |  | 1.63 | %    |   |  | 1.92 | %   
|Total Borrowings                   |                               |  | 3.58    |      |         |  | 3.89    |      |         |  | 4.18    |      |   |  | 4.69 |      |   |  | 4.76 |     
|                                   |                               |  |         |      |         |  |         |      |         |  |         |      |   |  |      |      |   |  |      |     
|Total Interest Bearing Liabilities |                               |  | 2.15    | %    |         |  | 2.29    | %    |         |  | 2.44    | %    |   |  | 2.55 | %    |   |  | 2.78 | %   
|                                   |                               |  |         |      |         |  |         |      |         |  |         |      |   |  |      |      |   |  |      |     
|Interest Rate Spread               |                               |  | 3.97    | %    |         |  | 4.13    | %    |         |  | 4.37    | %    |   |  | 4.61 | %    |   |  | 4.62 | %   
|Net Interest Margin                |                               |  | 4.36    |      |         |  | 4.58    |      |         |  | 4.87    |      |   |  | 5.18 |      |   |  | 5.19 |     

We believe that the downward trend in net interest margin will continue in
the near term at a level consistent with that depicted in the aforementioned
table. This downward trend may be mitigated by other factors such as deposit
growth and repricing of selected borrowings at lower rates in the future.

13



---



##### Table of Contents



Net interest income rose 5% to $209.5 million in the first quarter of
2003 when compared to $198.9 million in the same period of 2002. Net interest
income benefited from a 26% increase in average interest earning assets between
the respective quarters, resulting from loan growth and additions to our
securities portfolio. This growth in assets was funded with deposits,
short-term borrowings and $500 million in subordinated debt issued in the third
quarter of 2002. During the same period, we experienced an 83 basis point
decline in our net interest margin from 5.19% to 4.36%. The primary factors
which contributed to this decline were:



| |  |  | The sustained low interest rate environment coupled with the FRB 50
basis point rate cut in November 2002, resulting in
interest earning assets prepaying and repricing at historically low
rates.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Our active capital management strategy that includes asset growth and
opportunistic common stock repurchases.                                                                                     
|
| |  |  | Our decision to reduce asset maturities, principally securities, to protect our net
interest income and margin from the effects of a rising
interest rate environment.                            

Interest
income in the first quarter of 2003 rose $10.8 million or 4% to
$296.6 million when compared to the prior year period. This improvement was
achieved through increasing average interest earning assets by $4.1 billion or 25.7%
to $20 billion during the same period. However, the full impact of this growth
was mitigated as the corresponding yields declined 128 basis points to 6.12%
during this same time period.

Loans averaged $11.4 billion in the current quarter representing an
increase of $911 million or 9% when compared to 2002. During this same
period, loan yields declined 52 basis points to 7.02% offsetting the positive
impact of higher loan balances. Growth has been achieved in all loan
categories, except residential mortgages. While residential mortgage origination activity remains
strong, substantially all of the volume has been in fixed
rate products. To mitigate our exposure to rising interest rates, we continue
to sell these fixed rate products into the secondary market. 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. Our loan-to-deposit ratio of 86% at March 31,
2003 demonstrates that sufficient liquidity exists to fund further loan growth
with customer deposits.
We anticipate that loan growth for the remainder of 2003 will approximate
prior years experience.

Securities averaged $8.6 billion in the current quarter representing an
increase of $3.2 billion, or 59% when compared to 2002, while
yields declined 224 basis points during this period to
4.96%. The growth in average securities, primarily mortgage backed securities,
reflects the execution of our capital management strategy and the investment of
subordinated debt proceeds. Portfolio
yields and interest income were negatively impacted since these purchases and
the reinvestment of portfolio cash flows were at yields significantly below
existing portfolio yields. To mitigate extension risk, we have purchased short
duration securities that by their nature have lower yields. Additionally,
yields and income were impacted by prepayment activity, which has shortened the
anticipated life of mortgage backed securities and accelerated premium
amortization.

Average interest bearing liabilities rose 30% or $3.8 billion to $16.4
billion while overall funding costs declined 63 basis points to 2.15%. As a
result, interest expense of $87.1 million in the first quarter of 2003 was
unchanged compared to the same period of the prior year. Contributing to the
decline in overall funding costs has been 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.

Growth in average demand deposits of $658 million or 25% to $3.3 billion
during the first quarter of 2003 had a positive impact on our net interest
margin. As of March 31, 2003, demand deposits represented 25% of total
deposits. Average Savings, NOW and Money Market deposits increased $1.4
billion, or 26% to $6.8 billion during the first quarter of 2003, while the
corresponding cost of funds declined 22 basis points to .88%. Customer deposits
have historically provided us with a relatively low cost funding source for
which our net interest income and margin has benefited. While we have been
successful in growing our core deposits, the benefit to our net interest income
and margin has 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 declined 9% or $314 million to $3.1
billion, while the related cost of funds declined 125 basis points to 1.97%.

Average total borrowings rose $ 2.7 billion, or 69%, to $6.5 billion
during the first quarter of 2003, while related borrowing costs declined 118
basis points to 3.58%. Our decision to finance the majority of our securities
growth with short-term repurchase agreements and Federal Home Loan Bank
Advances has favorably impacted net interest income but has compressed the net
interest margin. 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 $7.6 million and $6.9
million in the first quarter of 2003 and 2002, respectively. However, $850
million of these swaps mature in the latter part of the second quarter of 2003.

Beginning in the second quarter of 2002, interest rate swaps were used to
convert $200 million in capital securities from fixed rates to variable rates
indexed to LIBOR. As a result, interest expense in the first quarter of 2003
was lowered by $2.8 million or 499 basis points to 3.54%, compared to 8.53% for
the same period of last year.

14



---



##### Table of Contents



Provision and Allowance for Loan Losses

The provision for loan losses remained unchanged during the first quarter
of 2003 at $6.3 million when compared to the same period of 2002. Our
provisioning levels have remained consistent with loan growth and our
provisioning methodology. As of March 31, 2003, the ratio of the allowance for
loan losses to non-performing loans was 894% and the allowance for loan losses
to total loans was 1.01%. Net charge-offs, as an annualized percentage of
average loans, was 22 basis points in the most recent quarter, compared with 14
basis points in the comparable prior year quarter.

The evaluation process for determining the adequacy of the allowance for
loan losses and the periodic provisioning for estimated losses included in the
consolidated financial statements 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 that have been 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 from this process 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 that are 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 that are
identified as impaired is based on either discounted cash flows 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 applied to
smaller balance homogenous loans, 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 of the allowance is made by applying 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 loss experience, 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 are the amount and trend of criticized loans, the results of
regulatory examinations, peer group comparisons and economic data associated
with 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 March 31, 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 months ended
March 31, 2003 and March 31, 2002:

|                                            |                        |   |                    |       |      |   |         |       | 
|------------------------------------------- | ---------------------- | - | ------------------ | ----- | ---- | - | ------- | ----- | 
|                                            |                        |   | Three Months Ended
|                                            |                        |   |                   
|                                            |                        |   | 2003               |       | 2002
|                                            |                        |   |                    |       |     
|(dollars in thousands)                      |                        |   |                    |       |      |   |         |      
|Balance at Beginning of Period              |                        | $ | 114,995            |       |      | $ | 103,801 |      
|Provision for Loan Losses                   |                        |   | 6,250              |       |      |   | 6,250   |      
|Net Loan Charge-offs/(Recoveries):          |                        |   |                    |       |      |   |         |      
|                                            | Commercial             |   |                    | 3,665 |      |   |         | 94    | 
|                                            | Consumer               |   |                    | 2,657 |      |   |         | 2,507 | 
|                                            | Residential Mortgages  |   |                    | (165  | )    |   |         | 392   | 
|                                            | Commercial Mortgages   |   |                    | 1     |      |   |         | 703   | 
|                                            | Multi-Family Mortgages |   |                    |      |      |   |         | 3     | 
|                                            | Construction and Land  |   |                    |      |      |   |         |      | 
|                                            |                        |   |                    |       |      |   |         |      
|Balance at End of Period                    |                        | $ | 115,087            |       |      | $ | 106,352 |      
|                                            |                        |   |                    |       |      |   |         |      
|Annualized Net Charge-Offs to Average Loans |                        |   | 0.22               | %     |      |   | 0.14    | %    

Non-Interest Income

Non-interest income, exclusive of securities gains, improved by $4 million
or 14% to $31.7 million during the most recent quarter when compared to $27.7
million for the same period of 2002. Contributing to this growth was a $1.8 million, or 10%
increase in customer related fees and service charges to
$20.2 million, due primarily to the continued growth in
deposits, expansion of our customer
base using fee based services and revisions to fee schedules. Mortgage banking
income improved $1.6 million or 122% due to record origination
and refinancing activity related to the current interest rate environment. The
growth in other operating income of $2.0 million resulted from our investment
in certain non-marketable securities, which are carried in other assets.

These improvements were partially offset by a $1.6 million, or 34% decline
in investment management, commissions and trust fees due to a slow down in the
sale of alternative investment products, which include mutual funds and
annuities. These sales were negatively impacted by the continued apathy of
retail investors in financial markets and low market interest rates.

Net securities gains of $2.6 million during the most recent quarter
reflect an increase of $1.6 million when compared to the same period of 2002.
Gains recognized during the most recent quarter were derived primarily from the
sale of certain corporate debt securities.

In the later portion of the current quarter we purchased seven additional
check cashing locations, bringing to thirteen the total number owned in New
York City. The intangible assets associated with these transactions totaled
$3.4 million.

Non-Interest Expense

Non-interest expense, increased $9.3 million or 13% to $80.6 million in
the first quarter of 2003 compared to $71.2 million for the first quarter of
2002. The increase was primarily attributable to an
additional $6.7 million in employee compensation and benefits and $2.6 million
in occupancy and equipment costs. Employee compensation and benefits rose 16%
over the comparable prior year period as a result of increases in incentive
based compensation linked to deposit growth, annual merit awards, and increased
health insurance costs and pension related expenses. Increases in occupancy
and equipment expenses are due in large measure to our continued de novo branch
expansion strategy and costs associated with implementing new business
initiatives.

Our core efficiency ratio, representing the ratio of non-interest expense,
excluding other real estate costs, to net interest income on a tax equivalent
basis and non-interest income, excluding securities gains and losses and other
non-recurring income, was 32.6% in the 2003 first quarter, as compared to 30.7%
for the same period of 2002.

Income Taxes

Our effective tax rate for the three months ended March 31, 2003 and 2002
was 34% and 34.5%, respectively. We anticipate that the effective tax rate for
the full year of 2003 will approximate 34%.

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Financial Condition

Loan Portfolio

Loans, net of unearned income increased 8% to $11.4 billion, for the
quarter ended March 31, 2003, compared to $10.6 billion at March 31, 2002.
Loan demand has remained strong despite signs of a local economic downturn. We
extend loans almost exclusively within our marketplace, which we define as the
New York Metropolitan area, and we do not participate in nationally syndicated
loan arrangements. Loan growth has come from all portfolio components, with the
exception of 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 is balanced between
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 our 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 portfolio.

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

|                       |                 |       |            |        |            |            |      |       |              |      |           |        |            |            |      |   |     |   |           |        |            |            |    |   |     |   | 
|---------------------- | --------------- | ----- | ---------- | ------ | ---------- | ---------- | ---- | ----- | ------------ | ---- | --------- | ------ | ---------- | ---------- | ---- | - | --- | - | --------- | ------ | ---------- | ---------- | -- | - | --- | - | 
|                       |                 |       |            |        | March 31,  |            | % of |       | December 31, |      | % of      |        | March 31,  |            | % of
|(dollars in thousands) |                 | 2003  |            | Total  |            | 2002       |      | Total |              | 2002 |           | Total 
|                       |                 |       |            |        |            |            |      |       |              |      |           |       
|Multi-Family Mortgages |                 | $     | 3,652,430  |        |            |            | 32   | %     |              | $    | 3,640,039 |        |            |            | 32   | % |     | $ | 3,469,485 |        |            |            | 33 | %
|Residential Mortgages  |                 |       | 2,418,156  |        |            |            | 22   |       |              |      | 2,507,388 |        |            |            | 22   |   |     |   | 2,683,180 |        |            |            | 26 |  
|Commercial Mortgages   |                 |       | 2,221,014  |        |            |            | 19   |       |              |      | 2,194,092 |        |            |            | 19   |   |     |   | 1,812,702 |        |            |            | 17 |  
|Commercial             |                 |       | 1,856,843  |        |            |            | 16   |       |              |      | 1,776,419 |        |            |            | 16   |   |     |   | 1,513,766 |        |            |            | 14 |  
|Consumer               |                 |       | 1,038,195  |        |            |            | 9    |       |              |      | 1,040,490 |        |            |            | 9    |   |     |   | 894,079   |        |            |            | 8  |  
|Construction & Land    |                 |       | 273,924    |        |            |            | 2    |       |              |      | 232,227   |        |            |            | 2    |   |     |   | 223,148   |        |            |            | 2  |  
|                       |                 |       |            |        |            |            |      |       |              |      |           |        |            |            |      |   |     |   |           |        |            |            |    |  
|                       |                 | Total |            | $      | 11,460,562 |            |      |       | 100          | %    |           | $      | 11,390,655 |            |      |   | 100 | % |           | $      | 10,596,360 |            |    |   | 100 | %
|Less:                  |                 |       |            |        |            |            |      |       |              |      |           |        |            |            |      |   |     |   |           |        |            |            |    |  
|                       | Unearned Income |       |            | 25,139 |            |            |      |       |              |      |           | 21,516 |            |            |      |   |     |   |           | 13,263 |            |            |    |   |    
|                       |                 |       |            |        |            |            |      |       |              |      |           |        |            |            |      |   |     |   |           |        |            |            |    |  
|                       |                 |       | Loans, Net |        | $          | 11,435,423 |      |       |              |      |           |        | $          | 11,369,139 |      |   |     |   |           |        | $          | 10,583,097 |    |   |     |   | 
|                       |                 |       |            |        |            |            |      |       |              |      |           |        |            |            |      |   |     |   |           |        |            |            |    |  

Our strategy for originating loans has been to remain selective,
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
all contributed to sustained strong loan demand. Considering the impact of
these factors on our origination pipeline, we believe that loan growth for 2003
will approximate the prior years experience. Multi-family mortgage growth
levels have been tempered by our decision not to compete with more aggressive
pricing and/or what appear to be relaxed underwriting standards by competitors.
Residential mortgages have declined, despite record origination volumes, as
most fixed rate originations have been sold into the secondary market. 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 initiatives to expand the geographic
footprint of our automobile financing activities combined with broadening our
automobile dealer network. During the most recent quarter, we sold
approximately $20 million in student loans that were acquired in previous
acquisitions.

The risk inherent in the real estate portfolios is minimized by the use of
prudent underwriting standards and diversification in the type and location of
loan collateral. 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 and 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.

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Commercial loans consist primarily of loans to small and medium sized
businesses, as well as 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 creditworthiness of the borrower and the value of the collateral. The
average consumer loan is generally between $15-$25 thousand with a weighted
average 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 construction and rehabilitation of
both 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).

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

Related Party Loans

Loans to related parties include loans to directors and their related
companies and our executive officers. We make these loans only in the ordinary
course of business and on the same terms as loans to other individuals and
businesses of comparable risks. We do not extend loans to these directors and
executive officers for the purpose of financing the purchase of our common
stock. Related party loans, principally consisting of residential mortgage
loans, aggregated $3.5 million at March 31, 2003.

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. Both commitments and letters of credit are reflected in the
consolidated balance sheet when and if they are funded or drawn upon.

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 require certain collateral upon extension of credit,
based on our credit evaluation. Collateral held 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 credit worthiness 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 that involved in extending credit facilities
to customers.

The following table presents total commitments and letters of credit
outstanding at March 31 , 2003:

|                              |  |   |           | 
|----------------------------- |  | - | --------- | 
|(in thousands)                |  |   |           | 
|Commitments to Extend Credit  |  | $ | 1,639,493 | 
|Standby Letters of Credit (1) |  |   | 123,671   | 
|Commercial Letters of Credit  |  |   | 17,656    | 



---

|(1) |  | Standby Letters of Credit are considered guarantees in accordance with the
criteria specified by FIN 45. Accordingly, we issued or modified in the first
quarter Standby Letters of Credit with a contract amount of $ 59.9 million,
which have been recorded at their estimated fair value of $.5 million and
included in other liabilities on the accompanying consolidated balance sheet.
The fair value of these instruments is recognized into 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:

|                                                  |  |           |        |              |  |           |        |   |  |   |        |  
|------------------------------------------------- |  | --------- | ------ | ------------ |  | --------- | ------ | - |  | - | ------ | -
|                                                  |  | March 31, |        | December 31, |  | March 31,
|(dollars in thousands)                            |  | 2003      |        | 2002         |  | 2002     
|                                                  |  |           |        |              |  |          
|Loans Ninety Days Past Due and Still Accruing     |  | $         | 2,776  |              |  | $         | 4,438  |   |  | $ | 5,403  |  
|Non-Accrual Loans                                 |  |           | 10,094 |              |  |           | 7,778  |   |  |   | 9,097  |  
|                                                  |  |           |        |              |  |           |        |   |  |   |        |  
|Non-Performing Loans                              |  |           | 12,870 |              |  |           | 12,216 |   |  |   | 14,500 |  
|Other Real Estate                                 |  |           | 295    |              |  |           | 295    |   |  |   | 330    |  
|                                                  |  |           |        |              |  |           |        |   |  |   |        |  
|Non-Performing Assets                             |  | $         | 13,165 |              |  | $         | 12,511 |   |  | $ | 14,830 |  
|                                                  |  |           |        |              |  |           |        |   |  |   |        |  
|Allowance for Loan Losses to Non-Performing Loans |  |           | 894    | %            |  |           | 941    | % |  |   | 733    | %
|Allowance for Loan Losses to Total Loans, net     |  |           | 1.01   |              |  |           | 1.01   |   |  |   | 1.00   |  
|Non-Performing Loans to Total Loans, net          |  |           | .11    |              |  |           | .11    |   |  |   | .14    |  
|Non-Performing Assets to Total Assets             |  |           | .06    |              |  |           | .06    |   |  |   | .09    |  

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:

|                       |                            |      |           |        |              |      |           |        |  |   |       |        | 
|---------------------- | -------------------------- | ---- | --------- | ------ | ------------ | ---- | --------- | ------ |  | - | ----- | ------ | 
|                       |                            |      | March 31, |        | December 31, |      | March 31,
|(in thousands)         |                            | 2003 |           | 2002   |              | 2002
|                       |                            |      |           |        |              |     
|Commercial             |                            | $    | 5,603     |        |              | $    | 2,958     |        |  | $ | 4,134 |       
|Residential Mortgages  |                            |      | 4,055     |        |              |      | 3,794     |        |  |   | 3,151 |       
|Consumer               |                            |      | 2,472     |        |              |      | 4,723     |        |  |   | 4,180 |       
|Commercial Mortgages   |                            |      | 634       |        |              |      | 637       |        |  |   | 3,006 |       
|Multi-Family Mortgages |                            |      | 106       |        |              |      | 104       |        |  |   | 29    |       
|Construction and Land  |                            |      |          |        |              |      |          |        |  |   |      |       
|                       |                            |      |           |        |              |      |           |        |  |   |       |       
|                       | Total Non-Performing Loans |      | $         | 12,870 |              |      | $         | 12,216 |  |   | $     | 14,500 | 
|                       |                            |      |           |        |              |      |           |        |  |   |       |       

At March 31, 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:

|                                      |                          |           |                |           |                   |           |                |           |  |           |           |           |  |   |           |           |  |   |           |           |  |   |           |           | 
|------------------------------------- | ------------------------ | --------- | -------------- | --------- | ----------------- | --------- | -------------- | --------- |  | --------- | --------- | --------- |  | - | --------- | --------- |  | - | --------- | --------- |  | - | --------- | --------- | 
|                                      |                          |           | March 31, 2003 |           | December 31, 2002 |           | March 31, 2002
|                                      |                          |           |                |           |                   |           |               
|Available-for-Sale                    |                          | Amortized |                | Fair      |                   | Amortized |                | Fair      |  | Amortized |           | Fair     
|(in thousands)                        |                          | Cost      |                | Value     |                   | Cost      |                | Value     |  | Cost      |           | Value    
|                                      |                          |           |                |           |                   |           |                |           |  |           |           |          
|CMO Agency Issuances                  |                          | $         | 4,990,814      |           |                   | $         | 5,076,100      |           |  | $         | 4,028,157 |           |  | $ | 4,053,710 |           |  | $ | 680,133   |           |  | $ | 687,604   |          
|CMO Private Issuances                 |                          |           | 2,406,016      |           |                   |           | 2,379,669      |           |  |           | 2,762,794 |           |  |   | 2,788,739 |           |  |   | 2,732,160 |           |  |   | 2,760,796 |          
|Agency Pass-Through Certificates      |                          |           | 652,134        |           |                   |           | 670,765        |           |  |           | 485,240   |           |  |   | 503,205   |           |  |   | 658,759   |           |  |   | 663,721   |          
|State & Municipal Obligations         |                          |           | 407,814        |           |                   |           | 413,702        |           |  |           | 376,420   |           |  |   | 383,290   |           |  |   | 202,689   |           |  |   | 202,295   |          
|Equity Securities (1)                 |                          |           | 317,616        |           |                   |           | 318,830        |           |  |           | 257,898   |           |  |   | 259,092   |           |  |   | 207,718   |           |  |   | 207,251   |          
|U.S. Government Agencies Obligations |                          |           | 80,460         |           |                   |           | 80,487         |           |  |           | 32,122    |           |  |   | 32,539    |           |  |   | 33,303    |           |  |   | 33,505    |          
|U.S. Treasury Securities              |                          |           | 35,975         |           |                   |           | 35,930         |           |  |           | 34,927    |           |  |   | 35,005    |           |  |   | 14,988    |           |  |   | 14,988    |          
|Other Securities                      |                          |           | 532,973        |           |                   |           | 533,739        |           |  |           | 508,209   |           |  |   | 500,312   |           |  |   | 373,254   |           |  |   | 355,996   |          
|                                      |                          |           |                |           |                   |           |                |           |  |           |           |           |  |   |           |           |  |   |           |           |  |   |           |          
|                                      | Total Available-for-Sale |           | $              | 9,423,802 |                   |           | $              | 9,509,222 |  |           | $         | 8,485,767 |  |   | $         | 8,555,892 |  |   | $         | 4,903,004 |  |   | $         | 4,926,156 | 
|                                      |                          |           |                |           |                   |           |                |           |  |           |           |           |  |   |           |           |  |   |           |           |  |   |           |          



---

|(1) |  | Amortized cost and fair value includes $200 million, $174.3 million and
$145.3 million at March 31, 2003, December 31, 2002 and March 31, 2002,
respectively in Federal Home Loan Bank Stock.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                 |                        |           |                |         |                   |           |                |         |  |           |         |         |  |   |         |         |  |   |         |         |  |   |         |         | 
|-------------------------------- | ---------------------- | --------- | -------------- | ------- | ----------------- | --------- | -------------- | ------- |  | --------- | ------- | ------- |  | - | ------- | ------- |  | - | ------- | ------- |  | - | ------- | ------- | 
|                                 |                        |           | March 31, 2003 |         | December 31, 2002 |           | March 31, 2002
|                                 |                        |           |                |         |                   |           |               
|Held-to-Maturity                 |                        | Amortized |                | Fair    |                   | Amortized |                | Fair    |  | Amortized |         | Fair   
|(in thousands)                   |                        | Cost      |                | Value   |                   | Cost      |                | Value   |  | Cost      |         | Value  
|                                 |                        |           |                |         |                   |           |                |         |  |           |         |        
|Agency Pass-Through Certificates |                        | $         | 107,964        |         |                   | $         | 112,502        |         |  | $         | 132,205 |         |  | $ | 138,026 |         |  | $ | 198,475 |         |  | $ | 199,809 |        
|CMO Private Issuances            |                        |           | 69,949         |         |                   |           | 71,302         |         |  |           | 113,501 |         |  |   | 114,356 |         |  |   | 325,761 |         |  |   | 327,619 |        
|State & Municipal Obligations    |                        |           | 64,921         |         |                   |           | 68,647         |         |  |           | 52,196  |         |  |   | 54,931  |         |  |   | 65,370  |         |  |   | 66,398  |        
|Other Securities                 |                        |           | 9,530          |         |                   |           | 9,530          |         |  |           | 9,976   |         |  |   | 9,976   |         |  |   | 12,903  |         |  |   | 12,894  |        
|                                 |                        |           |                |         |                   |           |                |         |  |           |         |         |  |   |         |         |  |   |         |         |  |   |         |        
|                                 | Total Held-to-Maturity |           | $              | 252,364 |                   |           | $              | 261,981 |  |           | $       | 307,878 |  |   | $       | 317,289 |  |   | $       | 602,509 |  |   | $       | 606,720 | 
|                                 |                        |           |                |         |                   |           |                |         |  |           |         |         |  |   |         |         |  |   |         |         |  |   |         |        

Securities growth, primarily mortgage-backed securities (MBS), resulted
from our decision to leverage a portion of our excess capital (See
Managements Discussion and Analysis  Net Interest Income for additional
information). MBSs represent securities guaranteed by FHLMC, GNMA or FNMA and
collateralized mortgage-backed obligations (CMOs) backed by government
agency securities or whole loans. CMOs, by virtue of the underlying collateral
or structure, are AAA rated and conservative current pay sequentials or PAC
structures. These securities represent 85% of the total securities portfolio
and provide continuous sources of cash flow that are impacted by changes in
interest rates.

Our strategy for managing the 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 2.5 and 2.2 years, respectively, at March 31, 2003.

MBS yields 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 weighted average lives of the 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 March 31,
2003, net premiums represented approximately 1% of the outstanding balance of
CMOs.

Equity securities maintained in the available-for-sale portfolio were
comprised principally of 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 $203.1 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.

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, or credit risk
associated with a particular security, or following completion of a business
combination.

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At March 31, 2003, securities carried at $5.3 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 $4.4
billion, while securities pledged for which the secured parties may not sell or
repledge approximated $.9 billion at March 31, 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 March 31,
2003:

|                       |  |          |           |               |  |               |            |          |  |  |            |  
|---------------------- |  | -------- | --------- | ------------- |  | ------------- | ---------- | -------- |  |  | ---------- | -
|                       |  |          |           |               |  | Fixed         |            | Variable
|(dollars in thousands) |  | Notional |           | Interest Rate |  | Interest Rate
|Maturity               |  | Amount   |           | Range         |  | Range        
|                       |  |          |           |               |  |              
|Pay Fixed Swaps:       |  |          |           |               |  |               |            |          |  |  |            |  
|2003                   |  | $        | 850,000   |               |  |               | 2.65%-4.88 | %        |  |  | 1.26%-1.35 | %
|2004                   |  |          | 400,000   |               |  |               | 3.59-5.23  |          |  |  | 1.34-1.35  |  
|2005                   |  |          | 100,000   |               |  |               | 4.24-4.26  |          |  |  | 1.34       |  
|2008                   |  |          | 75,000    |               |  |               | 6.14       | %        |  |  | 1.35       | %
|                       |  |          |           |               |  |               |            |          |  |  |            |  
|                       |  | $        | 1,425,000 |               |  |               |            |          |  |  |            |  
|                       |  |          |           |               |  |               |            |          |  |  |            |  

|                 |  |          |         |               |  |               |      |   |  |  |      |  
|---------------- |  | -------- | ------- | ------------- |  | ------------- | ---- | - |  |  | ---- | -
|                 |  | Notional |         | Fixed         |  | Variable     
|Maturity         |  | Amount   |         | Interest Rate |  | Interest Rate
|                 |  |          |         |               |  |              
|Pay Fixed Swaps: |  |          |         |               |  |               |      |   |  |  |      |  
|2026             |  | $        | 100,000 |               |  |               | 8.70 | % |  |  | 1.26 | %
|2027             |  |          | 100,000 |               |  |               | 8.00 |   |  |  | 1.26 |  
|                 |  |          |         |               |  |               |      |   |  |  |      |  
|                 |  | $        | 200,000 |               |  |               |      |   |  |  |      |  
|                 |  |          |         |               |  |               |      |   |  |  |      |  

At March 31, 2003, $1.4 billion 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 the three
month LIBOR rate based on a common notional amount and maturity date. These
swaps have original maturities of up to 10 years and, as of March 31, 2003, had
an unrealized loss of $31.2 million and were reflected as a component of other
liabilities (the net of tax balance of $17.8 million was reflected as a
component of other comprehensive income). These swaps increased interest
expense by $7.6 million and $6.9 million in the first quarter of 2003 and 2002,
respectively. The pay fixed swaps of $850 million identified as maturing during
2003, all mature during the latter part of the second quarter.

In the second quarter of 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. The swaps contain imbedded call options held by the
counterparty and are exercisable in approximately five years, which are
identical to the call provisions contained in the capital securities. At March
31, 2003, the fair value adjustment on these agreements was $24.5 million and
is reflected as a component of other assets. Also at March 31, 2003, capital
securities reflected a corresponding $24.5 million fair value adjustment,
increasing the reported amount from $244.4 million to $268.9 million. Interest
expense was reduced by $2.8 million in the current quarter.

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Deposits

Our most significant funding source continues to be customer deposits
gathered through our branch network. At March 31, 2003, total deposits
increased $1.8 billion or 15% to $13.4 billion when compared to the
same period of 2002. Our primary goal has been expansion of our branch network
primarily in the borough of Manhattan, where growth has outpaced all other
regions. We have also identified certain strategic locations within our
existing footprint for expansion. Manhattan deposits comprised 19% of total
deposits and accounted for 43% of deposit growth over the 12 month period ended
March 31, 2003. The following table presents the composition of total deposits,
and highlights Manhattan activity, for the periods ended,

|                          |                |   |            |            |              |   |           |            |  |   |           |            | 
|------------------------- | -------------- | - | ---------- | ---------- | ------------ | - | --------- | ---------- |  | - | --------- | ---------- | 
|(in thousands)            |                |   |            |            |              |   |           |            |  |   |           |           
|                          |                |   | March 31,  |            | December 31, |   | March 31,
|                          |                |   | 2003       |            | 2002         |   | 2002     
|                          |                |   |            |            |              |   |          
|Manhattan Deposits:       |                |   |            |            |              |   |           |            |  |   |           |           
|Demand Deposits           |                | $ | 705,742    |            |              | $ | 703,290   |            |  | $ | 499,846   |           
|Interest Bearing Deposits |                |   | 1,783,522  |            |              |   | 1,725,925 |            |  |   | 1,232,234 |           
|                          |                |   |            |            |              |   |           |            |  |   |           |           
|                          | Total Deposits |   |            | 2,489,264  |              |   |           | 2,429,215  |  |   |           | 1,732,080  | 
|All Other Locations:      |                |   |            |            |              |   |           |            |  |   |           |           
|Demand Deposits           |                | $ | 2,654,143  |            |              | $ | 2,714,244 |            |  | $ | 2,214,949 |           
|Interest Bearing Deposits |                |   | 8,229,041  |            |              |   | 8,049,071 |            |  |   | 7,667,065 |           
|                          |                |   |            |            |              |   |           |            |  |   |           |           
|                          | Total Deposits |   | $          | 10,883,184 |              |   | $         | 10,763,315 |  |   | $         | 9,882,014  | 
|Total Deposits:           |                |   |            |            |              |   |           |            |  |   |           |           
|Demand Deposits           |                | $ | 3,359,885  |            |              | $ | 3,417,534 |            |  | $ | 2,714,795 |           
|Interest Bearing Deposits |                |   | 10,012,563 |            |              |   | 9,774,996 |            |  |   | 8,899,299 |           
|                          |                |   |            |            |              |   |           |            |  |   |           |           
|                          | Total Deposits |   | $          | 13,372,448 |              |   | $         | 13,192,530 |  |   | $         | 11,614,094 | 
|                          |                |   |            |            |              |   |           |            |  |   |           |           

Commercial demand deposit balances of $2.2 billion represent 64% of total
demand deposits at March 31, 2003, as compared to $1.7 billion representing
62% of total demand deposits at March 31, 2002. Demand deposit activity on a
linked quarter basis reflects the seasonality of commercial balances that tend
to be higher at calendar year-end.

Additional factors contributing to the overall growth in deposits has been
the introduction of new cash management products and an emphasis on developing
deposit relationships with borrowers. The use of incentive compensation plans
and the maturity of previously acquired branches also contributed to this
growth.

At March 31, 2003, we had 171 branch locations. We plan to open an
additional eight branches in 2003, including three in New Jersey. We believe
that deposits should continue to grow in 2003 with the addition of these new
branches and the maturation of existing branches.

Asset/Liability Management

The net interest margin is directly affected by changes in the level of
interest rates, 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.

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 that 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 March 31, 2003 we were operating within
the policy limits.

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The simulation model is kept static with respect to the composition of the
balance sheet and, therefore does not 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 and 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:

|                         |  |                |  |                   |  |                                |      |          |  |  |  |  |  |  |      |   |  |   |      |   |  |  |      |   |  |  |  | 
|------------------------ |  | -------------- |  | ----------------- |  | ------------------------------ | ---- | -------- |  |  |  |  |  |  | ---- | - |  | - | ---- | - |  |  | ---- | - |  |  |  | 
|                         |  |                |  |                   |  | Changes in Net Interest Income |      |          |  | 
|                         |  |                |  |                   |  |                                |      |          |  | 
|(dollars in millions)    |  | March 31, 2003 |  | December 31, 2002
|                         |  |                |  |                  
|Change in Interest Rates |  | $ Change       |  | % Change          |  | $ Change                       |      | % Change
|                         |  |                |  |                   |  |                                |      |         
|+ 200 Basis Points       |  |                |  |                   |  | $                              | 18.9 |          |  |  |  |  |  |  | 2.22 | % |  | $ | 6.1  |   |  |  | .71  | %
|+ 100 Basis Points       |  |                |  |                   |  |                                | 16.4 |          |  |  |  |  |  |  | 1.92 |   |  |   | 4.1  |   |  |  | .48  |  
|- 100 Basis Points       |  |                |  |                   |  |                                | (5.3 | )        |  |  |  |  |  |  | (.62 | ) |  |   | (1.9 | ) |  |  | (.22 | )

Liquidity Risk Management

The objective of liquidity risk management is to ensure the ability of
North Fork and its subsidiaries to meet their 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 principal source of funds for us is dividends from 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 March 31, 2003, total
dividend capability from our banking subsidiaries was $713 million. North Fork
Bank with its current balance sheet structure, had the ability to dividend
approximately $400 million, while still meeting the criteria for designation as
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 for our banking subsidiaries include
loan and security principal repayments and maturities, lines-of-credit with
other 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 currently have the ability to borrow an
additional $6.1 billion on a secured basis, utilizing mortgage related loans
and securities as collateral. At March 31, 2003, our banking subsidiaries had
$4 billion in advances and short-term repurchase agreements outstanding with
the FHLB.

Our bank subsidiaries also have arrangements with various correspondent
banks providing short-term credit for regulatory liquidity requirements. These
lines of credit aggregated $1.1 billion at March 31, 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.

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 recently adopted amendments to their risk-based
capital regulations to provide for the consideration of interest rate risk in
the agencies determination of 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.

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As of March 31, 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.

The following table sets forth our risk-weighted capital at March 31, 2003 and
2002:

|                            |  |                |            |       |  |        |       |                |  |   |           |  |  |  |       |  
|--------------------------- |  | -------------- | ---------- | ----- |  | ------ | ----- | -------------- |  | - | --------- |  |  |  | ----- | -
|                            |  | March 31, 2003 |            |       |  |        |       | March 31, 2002 |  |   |           | 
|                            |  |               
|(dollars in thousands )     |  | Amount         |            | Ratio |  | Amount |       | Ratio         
|                            |  |                |            |       |  |        |       |               
|Tier 1 Capital              |  | $              | 1,319,631  |       |  |        | 10.94 | %              |  | $ | 1,313,774 |  |  |  | 13.51 | %
|Regulatory Requirement      |  |                | 482,523    |       |  |        | 4.00  |                |  |   | 389,020   |  |  |  | 4.00  |  
|                            |  |                |            |       |  |        |       |                |  |   |           |  |  |  |       |  
|Excess                      |  | $              | 837,108    |       |  |        | 6.94  | %              |  | $ | 924,754   |  |  |  | 9.51  | %
|                            |  |                |            |       |  |        |       |                |  |   |           |  |  |  |       |  
|Total Risk Adjusted Capital |  | $              | 1,934,426  |       |  |        | 16.04 | %              |  | $ | 1,420,126 |  |  |  | 14.60 | %
|Regulatory Requirement      |  |                | 965,045    |       |  |        | 8.00  |                |  |   | 778,039   |  |  |  | 8.00  |  
|                            |  |                |            |       |  |        |       |                |  |   |           |  |  |  |       |  
|Excess                      |  | $              | 969,381    |       |  |        | 8.04  | %              |  | $ | 642,087   |  |  |  | 6.60  | %
|                            |  |                |            |       |  |        |       |                |  |   |           |  |  |  |       |  
|Risk Weighted Assets        |  | $              | 12,063,065 |       |  |        |       |                |  | $ | 9,725,488 |  |  |  |       |  
|                            |  |                |            |       |  |        |       |                |  |   |           |  |  |  |       |  

Our Leverage Ratio at March 31, 2003 was 6.22%. North Fork Banks Tier 1,
Total Risk Based and Leverage Ratios were 12.39%, 13.37%, and 6.97%,
respectively, at March 31, 2003. Superiors Tier 1, Total Risk Based and
Leverage Ratios were 15.24%, 15.67%, and 7.52%, respectively, at March 31,
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 has been
sufficient to fully 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 March 25, 2003, the Board of Directors declared its regular quarterly
dividend of $ .27 per common share. The dividend will be payable May 15, 2003,
to shareholders of record at the close of business on April 25, 2003.

On January 28, 2003, the Board of Directors approved a 5 million share
increase to its previously announced share repurchase program. This approval
brought the remaining shares authorized for repurchase to approximately 6.7
million, or 4% of the common shares presently outstanding. During the first
quarter of 2003, we purchased 1.9 million shares at an average cost of $32.88
per share. Repurchases may be made in the open market or through privately
negotiated transactions.

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 implementing
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

Various legislation is from time to time 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 upon our financial condition or results of operations
or upon our shareholders.

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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:May 14, 2003 |  | /s/ Daniel M. Healy                                                 
|                  |  |                                                                     
|                  |  | Daniel M. Healy
Executive Vice President and
Chief Financial Officer

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Certification of the Chief Executive Officer Pursuant to
Securities Exchange Act Rules 13a-14 and 15d-14
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, John Adam Kanas, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of North Fork
Bancorporation, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) Presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the
equivalent function):

a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                   |  |     |  |                                                      
|------------------ |  | --- |  | -----------------------------------------------------
|Date: May 14, 2003 |  |     |  |                                                      
|                   |  |     |  |                                                      
|                   |  | By: |  | /s/ John Adam Kanas                                  
|                   |  |     |  |                                                      
|                   |  |     |  | John Adam Kanas
President and
Chief Executive Officer

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Certification of the Chief Financial Officer Pursuant to
Securities Exchange Act Rules 13a-14 and 15d-14
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Daniel M. Healy, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of North Fork
Bancorporation, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) Presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the
equivalent function):

a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                   |  |     |  |                                                                     
|------------------ |  | --- |  | --------------------------------------------------------------------
|Date: May 14, 2003 |  |     |  |                                                                     
|                   |  |     |  |                                                                     
|                   |  | By: |  | /s/ Daniel M. Healy                                                 
|                   |  |     |  |                                                                     
|                   |  |     |  | Daniel M. Healy
Executive Vice President and
Chief Financial Officer

27