Exhibit 10.14

              GREENPOINT FINANCIAL CORP. 1999 ANNUAL INCENTIVE PLAN

                                        I

                                     PURPOSE

      The GreenPoint Financial Corp. 1999 Annual Incentive Plan (the "Plan"),
which, subject to approval by the Company's stockholders, shall be effective as
of January 1, 1999, is designed to provide a significant and variable economic
opportunity to selected officers and employees of the Company as a reflection of
their individual and group contributions to the success of GreenPoint Financial
Corp. and its subsidiaries (the "Company"). The payments pursuant to Article IX
of the Plan are intended to qualify under Section 162(m)(4)(C) of the Code (as
defined below) as excluded from the term "applicable employee remuneration".

                                       II

                                   DEFINITIONS

      For purposes of the Plan, the following terms are defined as set forth
below. In addition, certain other terms used herein have the definitions given
to them in the first place in which they are used.

      "Board" shall mean the Board of Directors of the Company.

      "Bonus" shall mean a cash award payable to a Participant pursuant to the
terms of the Plan, including an Incentive Award (as defined in Article IX
hereof).

      "Cause" shall mean personal dishonesty, willful misconduct, any breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, or any willful violation of any law, rule, regulation (other than
traffic violations or similar offenses) or final cease and desist order.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Committee" means the Committee referred to in Article III hereof.

      "Covered Employees" shall mean Participants (as defined in Article IV
hereof) designated by the Committee who are or are expected to be "covered
employees" within the meaning of Section 162(m)(3) of the Code for the year in
which a Bonus hereunder is payable.

      "Disinterested Person" means a member of the Board who qualifies as an
"outside director" for purposes of Section 162(m) of the Code.

      "Payment Date" shall mean the date following the conclusion of a
particular Measurement Period (as such term is defined in Article IX) on which
the Committee certifies that applicable Performance Objectives (as such term is
defined in Article IX) have been satisfied and authorizes payment of
corresponding Incentive Awards.

      "Target Bonus" shall mean the amount determined by the Committee at the
time of grant in its sole discretion, which need not be the same for each
Participant.


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                                       III

                                 ADMINISTRATION

      The Plan shall be administered by the Compensation Committee of the Board
or such other committee of the Board, composed of not less than two
Disinterested Persons, each of whom shall be appointed by and serve at the
pleasure of the Board.

      In administering the Plan, the Committee may at its option employ
compensation consultants, accountants and counsel (who may be the independent
auditors and outside counsel and compensation consultants of the Company) and
other persons to assist or render advice to the Committee, all at the expense of
the Company.

                                       IV

                                   ELIGIBILITY

      The Committee shall, in its sole discretion, determine each fiscal year
those officers and employees of the Company who shall be eligible to participate
in the Plan (the "Participants") for such fiscal year based upon such
Participants' opportunity to have a substantial impact on the Company's
operating results. Nothing contained in the Plan shall be construed as or be
evidence of any contract of employment with any Participant for a term of any
length nor shall participation in the Plan in any year by any Participant
require continued participation by such Participant in any subsequent year.

                                        V

                             DETERMINATION OF BONUS

      Subject to Article IX hereof, the form and amount of each Bonus award to a
Participant shall be determined by and in the discretion of the Committee.
Subject to Article IX, the Committee may condition the earning of a Bonus upon
the attainment of specified performance goals measured over a period not greater
than one year relating to the Participant or the Company or subsidiary, division
or department of the Company for or within which the Participant is primarily
employed, or upon such other factors or criteria as the Committee shall
determine, which goals may be different for each award recipient. Bonuses under
the Plan will consist of an award, payable in cash from the Company, based upon
a percentage or multiple of the Target Bonus, payable based upon the degree of
achievement of such predetermined performance objectives over the specified
Measurement Period. Bonuses under this Plan for Covered Employees shall be
subject to pre-established performance goals in accordance with Article IX
hereof. Subject to Article IX, the Committee may, in its sole discretion,
increase or decrease the amount of any Bonus payable to a Participant and may
award Bonuses to Participants (other than Covered Employees) even though the
Bonuses are not earned. Bonuses earned or otherwise awarded will be paid on the
Payment Date.


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                                       VI

                            TERMINATION OF EMPLOYMENT

      In the event that a Participant's employment with the Company terminates
for any reason prior to the Payment Date with respect to any Bonus, the balance
of any Bonus which remains unpaid at the time of such termination, shall be
payable to the Participant, or forfeited by the Participant, in accordance with
the terms of the award established by the Committee at the time of grant;
provided, however, that in the case of a Covered Employee, no amount shall be
payable unless the Performance Objectives (as defined below) are satisfied
unless the termination of employment of the Covered Employee is due to the death
or disability of the Participant. Participants who remain employed through the
Measurement Period but are terminated prior to the Payment Date shall be
entitled to receive Bonuses payable with respect to such Measurement Period,
unless terminated for Cause.

                                       VII

                            AMENDMENT AND TERMINATION

      The Board shall have the right to amend, modify or terminate the Plan from
time to time but no such amendment or modification shall, without prior approval
of the stockholders, change Article IX of this Plan so as to alter the business
criteria on which the Performance Objectives are based or to increase the amount
set forth in Section (e) of Article IX, materially increase the amount available
for awards, materially increase the benefits accruing to Participants who are
Covered Employees hereunder, materially modify the requirements regarding
eligibility for participation in the Plan or, without the consent of the
Participant affected, impair any award made prior to the effective date of the
amendment, modification or termination.

                                      VIII

                                  MISCELLANEOUS

      Bonus payments shall be made from the general funds of the Company and no
special or separate fund shall be established or other segregation of assets
made to assure payment. No Participant or other person shall have under any
circumstances any interest in any particular property or assets of the Company.
The Plan shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to its principles of conflict of laws.

                                       IX

                   PROCEDURES FOR CERTAIN DESIGNATED EMPLOYEES

      Bonuses under the Plan to Participants who are Covered Employees shall be
subject to pre-established performance goals as set forth herein.
Notwithstanding Article V hereof, the Committee shall not have discretion to
modify the terms of awards to such Participants except as specifically set forth
in this Article IX.


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      (a) Target Bonus. Prior to the commencement of a Measurement Period (as
defined below), the Committee shall grant bonus award opportunities ("Incentive
Awards") to such of the Participants who may be Covered Employees payment of
which shall be conditioned upon satisfaction of specific Performance Objectives
(as defined below) measured over a period not greater than one year established
by the Committee in writing at the time of grant. An Incentive Award shall
consist of an award payable in cash from the Company, based upon a percentage or
multiple of a Target Bonus. The extent, if any, to which an Incentive Award
based upon the Target Bonus will be payable will be based upon the degree of
achievement of predetermined Performance Objectives (as defined below) over a
specified Measurement Period (as defined below); provided, however, that the
Committee may, in its sole discretion, reduce the amount which would otherwise
be payable upon expiration of the Measurement Period (under which circumstances
the Participant will have no right to receive the amount of such reduction even
if the Performance Objectives are met).

      (b) Measurement Period. The measurement period will be a period of one
fiscal year, unless a shorter period is otherwise selected and established in
writing by the Committee at the time the Performance Objectives are established
with respect to a particular Incentive Award (the period so specified being
hereinafter referred to as the "Measurement Period").

      (c) Performance Objectives. The performance objectives ("Performance
Objectives") established by the Committee at the time the Incentive Award is
granted will be based on return on equity, return on assets, earnings per share,
net income and/or achievement of predetermined strategic milestones during the
Measurement Period. Performance Objectives may be specified relative to budgeted
or other internal goals, or relative to the performance of one or more peer
groups. Performance Objectives may be stated in the alternative or in
combination.

      (d) Payment of an Incentive Award. At the time the Incentive Award is
granted, the Committee shall prescribe a formula to determine the percentage of
the Target Bonus which may be payable based upon the degree of attainment of the
Performance Objectives which shall be determined as of the last day of the
Measurement Period. If the minimum Performance Objectives established by the
Committee are not met, no Incentive Award payment will be made to the
Participant. To the extent that the minimum Performance Objectives are surpassed
and upon written certification by the Committee that the Performance Objectives
have been satisfied to a particular extent and any other material terms and
conditions of the Incentive Awards have been satisfied, payment shall be made on
the Payment Date in accordance with the prescribed formula based upon a
percentage or multiple of the Target Bonus unless the Committee determines, in
its sole discretion, to reduce the payment to be made. The Committee may provide
in writing at the time of grant that Incentive Awards shall be payable at a
fixed time following a Measurement Period and it may impose forfeiture or
vesting requirements. In no event shall an Incentive Award be paid to a Covered
Employee unless and until the Plan has been approved by the Company's
stockholders.

      (e) Maximum Payable. The maximum amount payable to a Covered Employee is
$3,000,000.

                                        X

                               DEFERRAL ELECTIONS

      The Committee may at its option establish procedures pursuant to which
Participants are permitted to defer the receipt of Bonuses payable hereunder.


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