<PAGE>

[LOGO OMITTED]

GREENPOINT
FINANCIAL


GREENPOINT
FINANCIAL CORP.
(NYSE-GPT)

IS A LEADING NATIONAL SPECIALTY HOUSING FINANCE COMPANY WITH THREE PRINCIPAL
SUBSIDIARIES. GREEPOINT MORTGAGE IS THE LEADING NATIONAL LENDER IN
NON-CONFORMING RESIDENTIAL MORTGAGES. GREENPOINT CREDIT IS THE SECOND LARGEST
LENDER NATIONALLY IN MANUFACTURED HOUSING FINANCE. GREENPOINT BANK HAS $11
BILLION IN DEPOSITS IN 74 BRANCHES SERVING MORE THAN 400,000 HOUSEHOLDS IN
THE GREATER NEW YORK AREA.

     THE MIX OF ASSET AND DEPOSIT BUSINESSES CREATES A HIGH PERFORMING THRIFT
DUE TO THE HIGH RISK-ADJUSTED YIELDS FROM NICHE LENDING, AND A HIGH QUALITY
SPECIALTY FINANCE COMPANY BECAUSE THE STABLE DEPOSIT BASE ENABLES THE COMPANY
TO FUND ITS ASSETS WITHOUT EXCESSIVE RELIANCE ON THE CAPITAL MARKETS.


<PAGE>

TABLE OF CONTENTS

Chairman's Letter         2

Financial Review          8

Financial Statements     23

Directors and Officers   53

Corporate Information    54


CORE CASH                              CORE CASH
EARNINGS                               RETURN ON
PER SHARE                              AVERAGE EQUITY

[BAR CHART OMITTED]                    [BAR CHART OMITTED]

97  $2.89                              97  18.24
98  $2.89                              98  16.34
99  $3.49                              99  16.83
00  $3.42                              00  15.42


FINANCIAL

(Dollars in millions except per share amounts) 1997    1998    1999    2000

NET INCOME                                    $184.9  $159.1   $215.5  $213.1
DILUTED EARNINGS PER SHARE(a)                    2.10    1.77     2.23    2.34

CORE CASH EARNINGS(b)                          254.5   259.4    337.0   312.2
CORE CASH EARNINGS PER SHARE(a)(b)               2.89    2.89     3.49    3.42


(a)  The per share data have been restated to reflect the impact of a 2 for 1
     split of the Company's common stock on March 4, 1998.
(b)  Core cash earnings are defined as reported net income, excluding the
     branch sale and asset sale gains, restructuring (recovery) charge,
     non-recurring personnel expense, Headlands acquisition expense, gain on
     sale of lease, one time charitable foundation expense, and the income
     taxes related to S corporation conversion, net of tax, plus certain
     non-cash charges.
<PAGE>

[GRAPHIC OMITTED]
GREENPOINT
FINANCIAL

CHAIRMAN'S LETTER


      2000 was a year of successes and challenges. Our mortgage and consumer
banking businesses performed very well, generating record income. Our
manufactured housing business, while experiencing significant difficulties
during 2000, is well positioned to be profitable in 2001.

      Overall, our Company had a solid year. Net income per diluted share of
$2.34 increased 5% over 1999. Core net income per diluted share, excluding
one-time gains and charges, declined 4% from 1999, principally as a result of
$134 million in charges related to retained interests in manufactured housing
loan securitizations. Core cash earnings per diluted share were $3.42, a decline
of 2% from 1999. Core cash return on equity was 15.4%.

      GreenPoint Mortgage generated record income by producing near record
originations volume and increased sale margins. GreenPoint clearly outperformed
the mortgage market as a whole, increasing our market share of the national
mortgage market to more than 1%, and becoming the 6th largest wholesale
originator in the country, while continuing to specialize in very profitable
Alternative A loans. In the first half of 2000, when the mortgage market was
still declining, GreenPoint's origination volume declined less than the market.

GREENPOINT MORTGAGE GENERATED RECORD INCOME BY PRODUCING NEAR RECORD
ORIGINATIONS VOLUME AND INCREASED SALE MARGINS.

<PAGE>

[BAR CHART OMITTED]

AVERAGE GAIN
ON WHOLE LOAN
SALES

BASIS POINTS
1Q   163
2Q   177
3Q   173
4Q   173
1999

1Q   182
2Q   183
3Q   179
4Q   198
2000

      In the third quarter, when the market as a whole was still showing
year-over-year declines in volume, we achieved a 20% increase. In the fourth
quarter, while the market showed a modest 2% increase versus the same quarter a
year ago, GreenPoint's volume increased almost 60%. We achieved this volume
increase by following our basic strategy of geographic expansion, increased
market penetration, product innovation and taking advantage of cutting edge
technology.

      More importantly, GreenPoint Mortgage increased its market share, without
sacrificing profitability. The sale margins on GreenPoint's mortgage production
actually increased in 2000. Due to our continuing emphasis on specialty
mortgages, our overall margin actually rose to more than 180 basis points, while
many conventional lenders were experiencing margin pressure and obtaining
margins of less than 50 basis points. While I believe our continued emphasis on
high margin products will generate a significant premium, it is unlikely that we
will be able to sustain margins at quite the level we saw in 2000. The high sale


                                        2
<PAGE>

margin was the result of the high quality of GreenPoint's Alternative A and
other specialty loans combined with the premium pricing these loans command in
the market. We meet the needs of consumers who do not meet the criteria for
traditional Fannie Mae and Freddie Mac loans.

      Our consumer banking business had another solid year, and remains the
foundation upon which our lending businesses are built. GreenPoint Bank not only
provides low-cost funding for our mortgage portfolio with consumer deposits, it
gives the Company access to additional low-cost funding from the Federal Home
Loan Bank. These efficient funding sources, combined with effective interest
rate risk management produced a 4.17% net interest margin, up from 1999 and
among the best in the industry.

      Consumer Banking's record results in 2000 also reflected strong fee
income growth of 23%, both from banking fees and fees from investment sales,
ongoing expense control, including restructuring of the branch system, and
the continuing success of our sales culture. The branch restructuring has
been based on a strategy of resizing our branches to meet more efficiently
and effectively the needs of our banking customers today. In some instances,
we have moved out of older, very large branches into smaller, more modern
facilities that allow us to serve customers better. In other instances, we
have downsized and reconfigured existing branches without moving. Improved
branch designs combined with GreenPoint's effective sales culture have
resulted in both increased revenues and reduced expenses.

      The story of GreenPoint Credit, our manufactured housing lending
business is mixed, although I believe the

[cad 157]BAR CHART OMITTED[cad 179]

BANKING FEES

MILLIONS OF DOLLARS

'97  17.6
'98  20.6
'99  24.0
'00  29.8

<PAGE>

[GRAPHIC OMITTED]

INVESTOR
RESOURCE FEES

MILLIONS OF DOLLARS

'97  3.0
'98  5.0
'99  7.1
'00  8.5

bad news is mostly behind us, while the prospects for the future are good.

      The problems faced by GreenPoint Credit had their origins in 1998 and
1999. Based on a boom in the asset securitization yeld during the 1990's,
undisciplined competitors entered the manufactured housing finance business. In
their drive to achieve volume and market share, they adopted poor underwriting
standards and forced others in the industry to ease standards in order to
maintain relationships with the source of business y the dealers. The poor
performance of the loans originated under these lower credit standards drove
many of the newer lenders, as well as some of the more experienced lenders, out
of the business. Our own loan production over that period has also not performed
up to expectations.

      The resulting industry consolidation posed three significant sets of
challenges to GreenPoint Credit. The first was to ensure the credit quality and
profitability of current and future loan production improved substantially. The
second was to create an infrastructure whose size and expense base was
commensurate with the lower volumes of the new, more conservative lending we are
now doing. Finally, there was the need to reflect accurately the lower level of
credit performance expected from the loans we had already booked.

                                        4
<PAGE>

      In January 2000, we installed a new management team at GreenPoint Credit
and began taking immediate steps to meet these challenges. Progress during the
year was substantial.

      Underwriting standards were tightened significantly, and pricing and loan
terms were strengthened. Rates charged on all of our loans were increased
significantly relative to funding costs. Different loan rate and contract terms
were imposed commensurate with differences in risk.

      One result of the strengthened underwriting and pricing policies has been
a reduction in loan volume. We are making fewer loans simply because fewer
borrowers qualify under our new credit and pricing policies. To match our
expense base to the new volume levels, we have restructured the business by
consolidating central support functions and our yeld office structure.

      Finally, we have lived up to our commitment to record timely adjustments
to the value of our retained interests in loan securitizations. Each quarter, we
conduct a thorough analysis of the performance of loans in our various
securitization pools, on a pool by pool basis.

      The process is rigorous and has a great deal of integrity. It involves the
business unit, our independent risk management function, the Company's Chief
Financial Officer, our independent auditors, PricewaterhouseCoopers, our
President and me. Each quarter we work hard to account for all of the worsening
in our loan securitization pools and to be conservative in providing for future
deterioration.

OVERALL, GREENPOINT FINANCIAL HAD A GOOD YEAR, AND I BELIEVE WE ARE WELL
POSITIONED TO HAVE A GOOD YEAR IN 2001.

<PAGE>

[GRAPHIC OMITTED]

      The net of all of this is that we are making fewer loans, but the loans we
are making have significantly better terms and pricing, and are of significantly
higher quality.

      Overall, GreenPoint Financial had a good year, and I believe we are well
positioned to have a good year in 2001.

      Once again, I believe GreenPoint's employees deserve our thanks for their
hard work and ability to adapt to the rapid pace of change demanded by the
market in today's world. And, as always, I thank each of our shareholders for
their support, including our employee owners. Through our Employee Stock
Ownership Plan, all GreenPoint employees become shareholders in the Company. Our
Board, our senior management team and our employees are aligned with the
interests of all our shareholders in building the long-term value of GreenPoint
shares.


/s/ Thomas S. Johnson


<PAGE>

--------------------------------------------------------------------------------
SELECTED CONSOLIDATED FINANCIAL CONDITION DATA

<TABLE>
<CAPTION>

                                                                           DECEMBER 31,
-------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                   2000          1999             1998         1997            1996
-------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>            <C>            <C>            <C>
Total assets                                $  15,764.8    $  15,401.1    $  15,015.9    $  13,819.6    $  13,613.8
Loans receivable held for sale                  1,980.9        1,208.0        1,578.1          657.3          244.1
Loans receivable held for investment, net       8,574.4        9,180.2        9,273.3        8,796.4        7,295.0
Allowance for loan losses                         113.0          113.0          113.0          109.0          105.0
Securities and related assets                   3,227.7        2,101.3        1,408.2        2,069.3        4,374.5
Money market investments                          171.3        1,052.8          924.2        1,060.0          494.1
Goodwill                                          863.8          941.7        1,014.3          577.1          623.6
Deposits                                       11,176.3       11,560.1       11,173.1       10,973.0       11,452.3
Stockholders' equity                            2,049.6        1,986.7        1,922.6        1,336.1        1,488.9
-------------------------------------------------------------------------------------------------------------------

</TABLE>


--------------------------------------------------------------------------------
SELECTED CONSOLIDATED OPERATING DATA

<TABLE>
<CAPTION>

                                           FOR THE YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                   2000          1999             1998         1997            1996
-------------------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>            <C>            <C>           <C>
Interest income                             $   1,185.9     $  1,090.8     $  1,061.4     $  1,010.4    $     989.5
Interest expense                                  612.5          550.9          551.9          522.9          537.4
Provision for loan losses                          36.9           14.2           13.8           18.9           15.7
Non-interest income                               324.8          391.7          174.8          129.7          104.8
Non-interest expense                              506.9          546.6          376.9          317.7          298.4
Income taxes                                      141.3          155.3          134.5           95.7           92.6
Net income                                  $     213.1     $    215.5     $    159.1     $    184.9     $    150.2
-------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       8|9

<PAGE>

--------------------------------------------------------------------------------
SELECTED CONSOLIDATED FINANCIAL RATIOS AND OTHER DATA

<TABLE>
<CAPTION>

                                                                     AT OR FOR THE YEAR DECEMBER 31,
-----------------------------------------------------------------------------------------------------------------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)             2000         1999        1998         1997         1996
-----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>         <C>          <C>         <C>           <C>
PERFORMANCE RATIOS:
Return on average assets(1)                              1.40%        1.58%       1.30%        1.39%        1.10%
Core cash return on average assets(1)                    2.03         2.24        1.84         1.87         1.54
Return on average equity(1)                             10.67        11.86       11.51        13.50        10.40
Core cash return on average equity(1)                   15.42        16.83       16.34        18.24        14.47
Net interest margin                                      4.17         4.02        3.95         3.91         3.51
Operating expense to average assets(2)                   2.76         2.84        2.27         1.99         1.77
Effciency ratio(3)                                       47.3         46.7        46.8         43.8         45.1

PER SHARE DATA(4):
Basic earnings per share                             $   2.37    $    2.27    $   1.83    $    2.20     $   1.60
Diluted earnings per share                               2.34         2.23        1.77         2.10         1.56
Core cash earnings per share(1)(5)                       3.42         3.49        2.89         2.89         2.25
Book value per common share                             22.77        21.40       19.99        16.03        16.07
Tangible book value per common share                    13.17        11.26        9.45         9.10         9.34
Dividends per share                                      1.00         0.88        0.64         0.50         0.40
Dividend payout ratio                                   42.74%       39.46%      36.16%       23.80%       25.70%

ASSET QUALITY RATIOS:
Non-performing loans to loans held
  for investment                                         2.27         2.36        3.03         3.97         4.78
Non-performing assets to total assets                    1.33         1.47        1.98         2.74         2.83
Allowance for loan losses to
  non-performing loans                                  57.27        51.48       39.63        30.70        29.49
Allowance for loan losses to
  loans held for investment                              1.30         1.21        1.20         1.22         1.41
Net loan charge-off
  experience to average total loans                      0.41         0.15        0.11         0.18         0.25
Ratio of allowance for loan losses to
  net charge-offs                                        3.06x        7.96x      11.53x        7.32x        6.48x

CAPITAL DATA:
Tier 1 Capital (to risk weighted assets)                 9.17%       10.62%      12.62%       14.32%       15.44%
Total risk based capital (to risk weighted assets)      10.94        11.58       13.87        15.57        16.69
Tier 1 Capital (to average assets)                       9.39         8.73        8.01         7.37         6.85
Tangible equity to tangible managed assets               5.10         5.49        5.94
Tangible equity to managed receivables(6)                6.19         6.89        7.44
Purchase of treasury stock                           $  120.6    $   141.4    $  219.6     $  355.5     $  169.5

OTHER DATA:
Mortgage loan originations                           $ 10,897    $  10,717    $ 10,988     $  6,605     $  4,637
Manufactured housing loan originations                  2,239        3,046         656          N/A          N/A
Total managed assets(7)                                23,784       20,187      16,241
Total managed receivables                              18,866       15,331      12,149
Full-service consumer bank offices                         74           73          73           74           76
Full-time equivalent employees (FTE)                    3,909        4,204       4,544        2,640        2,647
-----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  EXCLUDES RESTRUCTURING CHARGES AND NON-RECURRING PERSONNEL EXPENSE IN ALL
     APPLICABLE PERIODS, HEADLANDS' ACQUISITION EXPENSE, ONE-TIME CHARITABLE
     FOUNDATION EXPENSE AND GAIN ON SALE OF LEASE IN 1999, INCOME TAXES RELATED
     TO S CORPORATION CONVERSION IN 1998, GAIN ON SALE OF BRANCHES AND ASSETS IN
     1997 AND 1996.

(2)  OPERATING EXPENSES EXCLUDE RESTRUCTURING CHARGE AND NON-RECURRING PERSONNEL
     EXPENSE IN ALL REPORTED PERIODS AND HEADLANDS' ACQUISITION EXPENSE AND
     ONE-TIME CHARITABLE FOUNDATION EXPENSE IN 1999.

(3)  THE EFFICIENCY RATIO IS CALCULATED BY DIVIDING OPERATING EXPENSE BY THE SUM
     OF NET INTEREST INCOME AND NON-INTEREST INCOME, EXCLUDING PRE-TAX GAINS ON
     SALES OF BRANCHES, ASSETS AND A LEASE.

(4)  THE PER SHARE DATA HAS BEEN RESTATED TO REFLECT THE IMPACT OF A 2-FOR-1
     SPLIT OF THE COMPANY'S COMMON STOCK ON MARCH 4, 1998.

(5)  BASED ON THE WEIGHTED AVERAGE SHARES USED TO CALCULATE EARNINGS PER SHARE.

(6)  MANAGED RECEIVABLES IS THE SUM OF ON-BALANCE SHEET LOANS AND OFF-BALANCE
     SHEET MANAGED RECEIVABLES.

(7)  MANAGED ASSETS IS THE SUM OF TOTAL ASSETS AND OFF-BALANCE SHEET MANAGED
     RECEIVABLES.


<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
  OPERATIONS

GREENPOINT FINANCIAL CORP.

GreenPoint Financial Corp. (the "Company" or "GreenPoint") is a leading national
specialty housing finance company with three principal businesses. GreenPoint
Mortgage ("GPM"), a national mortgage banking company headquartered in Larkspur,
California, is the leading national lender in non-conforming residential
mortgages, specializing in alternative A ("Alt A") mortgages. GreenPoint Credit
LLC ("GPC"), headquartered in San Diego, California, is the second largest
lender and servicer nationally in the manufactured housing finance industry.
GreenPoint Bank (the "Bank"), a New York State chartered savings bank, has $11
billion in deposits in 74 branches serving more than 400,000 households in the
Greater New York City area.



OVERVIEW OF 2000 FINANCIAL RESULTS

o    Net income per diluted share for the year was $2.34, an increase of 5% over
     1999.

o    Diluted core cash earnings per share for the year decreased by 2% to $3.42.

o    Mortgage loan originations were $10.9 billion for the year, up 2% from
     $10.7 billion for 1999. Manufactured housing loan originations were $2.2
     billion, down 26% from a year ago.

o    GPM sold or securitized $8.8 billion of mortgage loans during the year, a
     decrease of 3% from 1999. GPM recorded a net gain on sale of mortgage loans
     of $178.3 million, an increase of 14% over 1999.

o    GPC recorded a gain of $92.2 million from securitizations of $2.4 billion
     of fixed and variable rate manufactured housing loans, an increase of 28%
     over securitizations and sales in 1999.

o    A $140.1 million charge was recorded in connection with the valuation of
     retained interests.

o    GreenPoint continues to maintain a strong capital position with a leverage
     ratio of 9.39%, a Tier 1 risk- based ratio of 9.17% and a total risk-based
     ratio of 10.94% at December 31, 2000.

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

CORE CASH EARNINGS

Core cash earnings are net of non-recurring items and exclude certain non-cash
charges related to goodwill and the Company's ESOP. The non-cash expenses,
unlike GreenPoint's other expenses, do not reduce the Company's tangible capital
thereby enabling the Company to increase shareholder value through growth of
earning assets and increases of cash dividends.

<TABLE>
<CAPTION>

                                           FOR THE YEAR ENDED
                                                 DECEMBER 31,
-------------------------------------------------------------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)      2000        1999
-------------------------------------------------------------
<S>                                       <C>         <C>

Net income (excluding
  non-recurring items)(1)                 $ 216.0     $ 237.6
Add back:
  Goodwill amortization                      79.0        79.6
  Employee stock plans expense               17.2        19.8
-------------------------------------------------------------
Core cash earnings                        $ 312.2     $ 337.0
=============================================================
Core cash earnings per share(2)           $  3.42     $  3.49
=============================================================

</TABLE>

(1)  EXCLUDES RESTRUCTURING CHARGES AND NON-RECURRING PERSONNEL EXPENSE IN ALL
     APPLICABLE PERIODS AND HEADLANDS' ACQUISITION EXPENSE, ONE-TIME CHARITABLE
     FOUNDATION EXPENSE AND GAIN ON SALE OF LEASE IN 1999.

(2)  BASED ON THE WEIGHTED AVERAGE SHARES USED TO CALCULATE DILUTED EARNINGS PER
     SHARE.

NET INTEREST INCOME

Net interest income on a fully taxable-equivalent basis increased by $38.3
million, or 7%, to $582.6 million for 2000 from $544.3 million for 1999. The
improvement versus a year ago was due to an increase in interest earning assets,
and a change in the mix of those assets, which resulted in an increase in the
net interest margin from 4.02% to 4.17%.

     Average earning assets increased by $449.3 million, or 3% to $14.0 billion
in 2000 from $13.5 billion in 1999. Growth in loans held for sale and investment
securities, more than offset declines in loans held for investment. The shift in
the composition of average earning assets, and the general rise in the level of
market interest rates combined to increase the yield on average earning assets
by 46 basis points compared to a year ago.

     Average mortgage loans held for investment decreased $714.6 million from
1999, while other loans increased by $268.1 million, reflecting the addition of
$604 million in manufactured housing loans during the third quarter of 1999.
Loans held for sale rose $320.8 million; principally reflecting increased
origination volume at GPM during the second half of 2000.

     Interest income on mortgages held for investment decreased by $47.9
million, or 6%, to $726.8 million for 2000 from $774.7 million for 1999. The
decrease reflects a lower average mortgage portfolio in 2000 offset by a 16
basis point increase in the average yield on the portfolio. Interest income on
other loans rose by $28.9 million to $61.0 million for 2000 from $32.1 million
for 1999 due entirely to the addition of GreenPoint Credit's manufacturing
housing loans to the portfolio during the third quarter of 1999.

     Interest income on securities and money market investments increased by a
combined $65.5 million, or 52%, to $191.2 million for 2000 from $125.7 million
in 1999 due to a shift to higher yielding longer-term investment securities, and
a general rise in interest rates during the year.


                                      10|11

<PAGE>

     The cost of interest-bearing liabilities rose by 39 basis points, due to
rising market interest rates which was reflected in higher rates paid on
certificates of deposits and other borrowed funds. The higher cost was also
affected by a $173 million decline in average savings deposits.

PROVISION FOR LOAN LOSSES

The provision for loan losses was $36.9 million for the year, up from $14.2
million for 1999. The increase was attributable to charge-offs on the
manufactured housing loans that were retained during the third quarter of 1999.
Charge-offs on the manufactured housing portfolio increased from $6.9 million in
1999 to $31.1 million for the full-year 2000. Charge-offs on the residential
mortgage portfolio decreased for the year by 20% to $5.8 million from $7.3
million a year ago. The provision equaled net charge-offs for both years.



NON-INTEREST INCOME

The following table summarizes the components of non-interest income:

<TABLE>
<CAPTION>

                                   FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------
(IN MILLIONS)                           2000       1999      1998
-----------------------------------------------------------------
<S>                                 <C>         <C>       <C>
INCOME FROM FEES AND COMMISSIONS:
  Loan servicing fees               $  134.3    $ 100.2   $  23.5
  Banking services fees
    and commissions                     38.4       31.1      26.1
  Other                                 13.7       13.0      15.3
-----------------------------------------------------------------
    Total income from fees
      and commissions                  186.4      144.3      64.9
Net gain on sales of
  mortgage loans                       178.3      156.2     106.6
Net gain on sales of
  manufactured housing assets           92.2       72.1        --
Change in valuation of
  retained interests:
    Manufactured housing              (134.0)       0.3        --
    Mortgage                            (6.1)       --         --
Net gain on sale of securities           4.5        0.9       2.6
Gain on sale of mortgage
  servicing rights                       3.5        2.1       0.7
Gain on sale of lease                     --       15.8        --
-----------------------------------------------------------------
    Total non-interest income       $  324.8    $ 391.7   $ 174.8
=================================================================

</TABLE>

Non-interest income was $324.8 million for the year, a decrease of $66.9 million
or 17% from $391.7 a year ago. The results for the year reflect a charge of
$134.0 million related to a change in the valuation of manufactured housing
retained interests and a $6.1 million charge related to the valuation of
retained interests in securitizations of home equity lines of credit. The
results also reflect higher fees and commissions earned and a higher gain on
sale of loans. The gain on sale of loans and the valuation of retained interests
are described in further detail in the following paragraphs.


     Income from loan servicing fees increased $34.1 million, or 34%, over last
year due primarily to an increase in the manufactured housing servicing
portfolio. Banking fees and commissions increased by $7.3 million, or 23%. The
improvement over 1999 is primarily attributable to a change in the consumer
banking fee structure and fees earned on use of debit cards.

GAIN ON SALE OF LOANS

The following table summarizes loans sold and average margins earned:

<TABLE>
<CAPTION>

                                FOR THE YEAR ENDED DECEMBER 31,
---------------------------------------------------------------
(IN MILLIONS)                    2000         1999         1998
---------------------------------------------------------------
<S>                         <C>          <C>          <C>
WHOLE LOAN-MORTGAGE:
  Sales                     $ 7,539.2    $ 8,362.4    $ 6,739.2
  Gain on sale              $   140.7    $   144.8    $    94.6
  Average margin                 1.87%        1.73%        1.40%
---------------------------------------------------------------
WHOLE LOAN-
  MANUFACTURED HOUSING:
  Sales                     $      --    $   351.4    $      --
  Gain on sale              $      --    $    16.0    $      --
  Average margin                   --          4.56%         --
---------------------------------------------------------------
SECURITIZATIONS-MORTGAGE:
  Sales                     $ 1,222.6    $   675.6    $ 1,246.4
  Gain on sale              $    37.6    $    11.4    $    12.0
  Average margin                 3.07%        1.70%        0.96%
---------------------------------------------------------------
SECURITIZATIONS-
  MANUFACTURED HOUSING:
  Sales                     $ 2,439.3    $ 2,411.0    $   728.0
  Gain on sale              $    92.2    $    56.1    $      --
  Average margin                 3.78%        2.33%          --
===============================================================

</TABLE>

Gain on sale and securitization of mortgage loans increased $22.1 million, or
14%, for the year. The gain from whole loans sales declined $4.1 million due to
lower origination volume during the first six months of 2000 resulting from the
higher interest rate environment. The decline in volume was partially offset by
an increase in the average margin earned on loans sold, due to improved market
pricing. The gain from mortgage securitizations increased $26.2 million due to a
significant increase in home equity and second mortgage originations and a
higher margin earned on the securitized loans.

     The gain on sale of manufactured housing securitizations increased $36.1
million due to better pricing, a more efficient funding structure and an
improved credit profile for the securitizations completed in the second half of
2000.

VALUATION OF RETAINED INTERESTS

The change in the valuation of retained interests was $140.1 million for the
year ended December 31, 2000. There was no significant valuation adjustment in
1999. The valuation adjustment included $134.0 million related to the valuation
of manufactured housing retained interests and $6.1 million relating to the
valuation of mortgage retained interests. The valuation represents management's
best estimate of the current value of future cash flows associated with retained
interests.


<PAGE>

     The change in valuation of retained interests in manufactured housing
securitizations of $134.0 million was a result of higher expected defaults, a
change in severity assumptions and changes in the interest rate environment that
occurred during the year. Of the total charge, $71.0 million was related to an
increase in default rates, $54.0 million was related to increases in loss
severity on repossessed units and $9.0 million was related to changes in the
interest rate environment which affected the valuation of retained interests in
variable rate securitizations.

     The change in valuation of retained interests in manufactured housing loan
securitizations reflects deterioration over the past year in the default rate of
manufactured housing loans underwritten mainly in 1998 and 1999. The charge
recognizes losses associated with the current inventory of repossessed units and
provides for an increase in the assumptions for future default and severity
rates. In addition, the ongoing inventory correction in the manufactured housing
industry placed further pressure on prices of new and used units, leading to
lower recoveries on repossessed units.

NON-INTEREST EXPENSE

The following is a summary of the components of non-interest expense:

<TABLE>
<CAPTION>

                           FOR THE YEAR ENDED DECEMBER 31,
----------------------------------------------------------
(IN MILLIONS)                     2000      1999      1998
----------------------------------------------------------
<S>                            <C>       <C>       <C>

GENERAL AND ADMINISTRATIVE
  EXPENSES:
  Salaries and benefits        $ 205.5   $ 205.5   $ 149.2
  Employee Stock Ownership
     and stock plans expense      17.2      19.8      22.3
  Net expense of premises
    and equipment                 79.6      76.5      58.7
  Federal deposit insurance
    premiums                       2.4       2.7       2.6
  Other administrative
    expenses                     120.1     115.6      79.9
----------------------------------------------------------
Total general and
  administrative expense         424.8     420.1     312.7
Other real estate owned
  operating income, net           (1.8)     (3.3)     (6.0)
Goodwill amortization             79.0      79.6      54.4
Charitable and educational
  foundation                        --       7.5       7.5
----------------------------------------------------------
Total non-interest expense
  before non-recurring
    expenses                     502.0     503.9     368.6
Restructuring charge and
  non-recurring personnel
    expense                        4.9       6.0       8.3
Headlands acquisition
  expense                           --      19.1        --
One-time charitable and
  educational foundation
    expense                         --      17.6        --
----------------------------------------------------------
Total non-interest expense     $ 506.9   $ 546.6   $ 376.9
==========================================================

</TABLE>


<PAGE>

Total non-interest expense was $506.9 million for 2000, a decrease of 7% from
1999. The 2000 results included a $4.9 million restructuring charge, while the
1999 results included non-recurring expenses of $25.1 million related to the
acquisition of Headlands and one-time charitable and educational foundation
expense of $17.6 million.

     Excluding non-recurring charges, total general and administrative expenses
increased only 1% compared with 1999, reflecting the Company's continued
emphasis on tight expense controls. Total compensation cost (salaries, benefits
and Employee Stock Ownership and stock plans expense) declined 1% due to lower
Employee Stock Ownership and stock plans expense reflecting the lower average
stock price. The expense of premises and equipment increased $3.1 million, or
4%, due primarily to higher net rental expense and the 4% increase in other
administrative expenses reflects moderate cost increases among most expense
categories.

     The restructuring charge for 2000 was associated with costs incurred in
aligning the size and organization of GreenPoint Credit with lower industry
volume and more selective underwriting. The charges incurred include $2.6
million in severance expense for reducing the workforce by 400 and $2.3 million
in premises and equipment expense as a result of condensing the number of
regional offices from 45 to 25.

INCOME TAX EXPENSE

Total income tax expense decreased $14.0 million, or 9%, to $141.3 million for
2000 from $155.3 million for 1999. The reduction in the current year compared to
1999 is due to lower pre-tax income and a decline in the effective tax rate from
41.9% in 1999 to 39.9% in 2000. In 1999, the Company incurred approximately
$14.1 million in non-recurring charges for which no tax benefit was recognized.

LOAN ORIGINATIONS

The following table summarizes loan origination activity for each of the
reported periods:

<TABLE>
<CAPTION>

                     FOR THE YEAR ENDED DECEMBER 31,
----------------------------------------------------
(DOLLARS IN MILLIONS)                 2000      1999
----------------------------------------------------
<S>                                <C>       <C>
MORTGAGE:
  Total applications received      $23,555   $19,804
----------------------------------------------------
  Total loans originated:
  Specialty products               $ 6,246   $ 6,138
  Home equity/Seconds                2,279     1,285
  Agency/Jumbo                       2,372     3,294
----------------------------------------------------
  Total loans originated           $10,897   $10,717
----------------------------------------------------
  Commitments to originate loans   $ 3,534   $ 2,088
----------------------------------------------------
  Loans held for sale              $ 1,765   $   822
----------------------------------------------------
MANUFACTURED HOUSING:
  Total loans originated           $ 2,239   $ 3,045
----------------------------------------------------
  Loans held for sale              $   216   $   386
====================================================

</TABLE>


                                      12|13

<PAGE>

Total loan originations during the year for the mortgage and manufactured
housing businesses were $13.1 billion, down from $13.8 billion during 1999.
Mortgage originations increased $180 million reflecting continued strength in
specialty mortgage originations, mitigating the impact of higher interest rates
during the first half of the year. The decline in manufactured housing
originations resulted from lower industry volumes, tightened underwriting
standards and risk based pricing initiatives.

RISK MANAGEMENT

The Company has a Corporate Risk Oversight Committee which monitors and
supervises the wide variety of risks encountered in the course of business. The
Committee is chaired by the President and Chief Operating Officer and includes
the heads of its three businesses, the Chief Financial Officer, the Head of Risk
Management and the General Counsel. The Committee meets periodically to review
credit risk, including both on-balance sheet and off-balance sheet exposure,
market risk and operating and business risks which include, but are not limited
to, legal and systems risks. These individual types of risks are also analyzed
and monitored by separate committees comprised of experts within the business
units and on the corporate staff. The major risks and efforts to mitigate or
manage them are described fully below.

MARKET RISK MANAGEMENT

OVERVIEW

The Company's market risk exposure is limited solely to interest rate risk.

     Interest rate risk is defined as the sensitivity of the Company's current
and future earnings to changes in the level of market interest rates. It arises
in the ordinary course of the Company's business, as the repricing
characteristics of its loans do not match those of its liabilities. The
resulting interest rate risk is managed by adjustments to the Company's
investment portfolio and the maturities of market borrowings.

MARKET RISK MANAGEMENT PROCESS

Management responsibility for interest rate risk resides with the Asset and
Liability Management Committee ("ALCO"). The committee is chaired by the Chief
Financial Officer and includes the Treasurer, the Head of Risk Management and
the Company's senior business-unit and financial executives. Interest rate risk
management strategies are formulated and monitored by ALCO within policies and
limits approved by the Board of Directors. These policies and limits set forth
the maximum risk which the Board of Directors deems prudent, govern permissible
investment securities and off-balance sheet instruments and identify acceptable
counterparties to securities and off-balance sheet transactions.

     ALCO risk management strategies allow for the assumption of interest rate
risk within the Board approved limits. The strategies are formulated based upon
ALCO's assessments of likely market developments and trends in the Company's
lending and consumer banking businesses. Strategies are developed with the aim
of enhancing the Company's net income and capital, while ensuring the risks to
income and capital from adverse movements in interest rates are acceptable.

INTEREST RATE RISK POSITION

The Company's income is affected by changes in the level of market interest
rates based upon mismatches between the repricing of its assets and
liabilities. One measure of interest rate sensitivity is provided by the
accompanying net gap analysis, which organizes assets and liabilities
according to the time period in which they reprice or mature. For many of the
Company's assets and liabilities, the maturity or repricing date is not
determinable with certainty. For example, the Company's mortgage and
manufactured housing loans and its mortgage-backed securities can be prepaid
before contractual amortization and/or maturity. Also, repricing of the
Company's non-time deposits is subject to management's evaluation of the
existing interest rate environment, current funding and liquidity needs, and
other factors influencing the market competition for such deposits. The
amounts in the accompanying table reflect management's judgment of the most
likely repricing schedule; actual results could vary from those detailed
herein.

     The difference between assets and liabilities repricing in a given period
is one approximate measure of interest rate sensitivity. More assets than
liabilities repricing in a period (a positive gap) implies earnings will rise as
interest rates rise, and decline as interest rates decline. More liabilities
than assets repricing implies declining income as rates rise and rising income
as rates fall.

     The use of interest rate instruments such as interest rate swaps is
integrated into the Company's interest rate risk management. The notional
amounts of these instruments are not reflected in the Company's balance sheet.
Where applicable, these instruments are included in the interest rate
sensitivity table for purposes of analyzing interest rate risk. There were no
outstanding off-balance sheet financial instruments hedging the Company's
interest rate risk at December 31, 2000.

     These repricing relationships do not consider the impact that rate
movements might have on other components of the Bank's risk profile; for
example, an increase in interest rates, while implying that earnings will rise
in a positive gap period, might also result in higher credit or default risk due
to a higher probability of borrowers being unable to pay the contractual
payments on loans. Likewise, a decrease in rates might result in an increase in
the risk that funds received from loan prepayments are reinvested at lower rates
and/or spreads.



<PAGE>

The following table presents the Company's interest rate sensitivity gap
position as of December 31, 2000:

<TABLE>
<CAPTION>

INTEREST RATE SENSITIVITY GAP ANALYSIS                               AT DECEMBER 31, 2000
-------------------------------------------------------------------------------------------------------------------------
                                                        MORE THAN    MORE THAN     MORE THAN       MORE
                                           WITHIN       1 YEAR TO    3 YEARS TO    5 YEARS TO      THAN
(DOLLARS IN MILLIONS)                     ONE YEAR       3 YEARS      5 YEARS       9 YEARS       9 YEARS       TOTAL
-------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>           <C>           <C>           <C>           <C>          <C>
Total loans, net                         $  4,639.4    $  2,317.4    $  1,393.2    $  1,361.7    $    843.6   $  10,555.3
Money market investments(1)                   171.3            --            --            --            --         171.3
Securities held to maturity(2)                   --            --            --           0.5          98.3          98.8
Securities available for sale                 784.3       1,142.8         522.8         392.4         223.9       3,066.2
Retained interests in securitizations          72.4          58.0          21.2           4.4           3.0         159.0
Other interest-earning assets                 128.0            --            --            --            --         128.0
-------------------------------------------------------------------------------------------------------------------------
  Total interest-earning assets             5,795.4       3,518.2       1,937.2       1,759.0       1,168.8      14,178.6
-------------------------------------------------------------------------------------------------------------------------
Cash and due from banks                       139.9            --            --            --            --         139.9
Servicing assets                               30.9          48.5          35.0          43.4          38.9         196.7
Goodwill                                       80.4         160.7         160.7         321.4         140.6         863.8
Other non-earning assets                      385.8            --            --            --            --         385.8
-------------------------------------------------------------------------------------------------------------------------
  Total assets                           $  6,432.4    $  3,727.4    $  2,132.9    $  2,123.8    $  1,348.3   $  15,764.8
=========================================================================================================================
Term certificates of deposit             $  5,421.6    $  1,332.4    $    123.5    $      6.6    $      0.9   $   6,885.0
Core deposits                               1,257.8       2,043.1         849.0         231.7            --       4,381.6
-------------------------------------------------------------------------------------------------------------------------
  Total deposits                            6,679.4       3,375.5         972.5         238.3           0.9      11,266.6
-------------------------------------------------------------------------------------------------------------------------
Securities sold under
  agreements to repurchase                    200.2         100.0          50.0            --            --         350.2
Federal Home Loan Bank advances               450.0         350.0          50.0         150.0            --       1,000.0
Notes payable                                   2.0            --            --            --            --           2.0
Long term debt                                   --         137.7            --            --            --         137.7
Subordinated bank notes                          --          (0.1)         (0.1)           --         150.0         149.8
Guaranteed preferred beneficial
  interest in Company's junior
  subordinated debentures                        --            --            --            --         199.7         199.7
-------------------------------------------------------------------------------------------------------------------------

  Total interest-bearing liabilities        7,331.6       3,963.1       1,072.4         388.3         350.6      13,106.0
-------------------------------------------------------------------------------------------------------------------------
Other liabilities                             609.2            --            --            --            --         609.2
Stockholders' equity                             --            --            --            --       2,049.6       2,049.6
-------------------------------------------------------------------------------------------------------------------------
  Total liabilities and equity           $  7,940.8    $  3,963.1    $  1,072.4    $    388.3    $  2,400.2   $  15,764.8
=========================================================================================================================
Off-balance sheet
  financial instruments                          --            --            --            --            --            --
=========================================================================================================================
Interest rate sensitivity gap            $ (1,508.4)   $   (235.7)   $  1,060.5    $  1,735.5    $ (1,051.9)           --
=========================================================================================================================
Cumulative interest rate
  sensitivity gap                        $ (1,508.4)   $ (1,744.1)   $   (683.6)   $  1,051.9            --            --
=========================================================================================================================
Cumulative interest rate sensitivity
  gap as a percentage of total assets
  at December 31, 2000                         (9.6%)       (11.1%)        (4.3%)         6.7%           --            --
=========================================================================================================================

</TABLE>

(1)  CONSISTS OF INTEREST-BEARING DEPOSITS IN OTHER BANKS, FEDERAL FUNDS SOLD
     AND SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL.

(2)  CONSISTS OF SECURITIES HELD TO MATURITY AND FEDERAL HOME LOAN BANK OF NEW
     YORK STOCK.

As of December 31, 2000, the cumulative volume of liabilities maturing or
repricing within one year exceeded assets by $1.5 billion, or 9.6% of assets.

EARNINGS AT RISK SENSITIVITY ANALYSIS

The static gap analysis is an incomplete representation of interest rate risk
for several reasons. It fails to account for changes in prepayment speeds on the
Company's mortgage and manufactured housing loans and mortgage backed securities
portfolios. The behavior of deposit balances will vary with changes in the
general level of interest rates and management's pricing strategies. The gap
analysis does not provide a clear presentation of the risks to income arising
from options embedded in the balance sheet.

     Accordingly, ALCO makes extensive use of an earnings simulation model in
the formulation of its market risk management strategy.

     The model gives effect to management assumptions concerning the repricing
of assets, liabilities and off-balance sheet financial instruments, as well as
business volumes, under a variety of hypothetical interest rate scenarios. These
hypothetical scenarios incorporate interest rate increases and decreases of 200
basis points. Actual interest rate changes during the past three years have
fallen within this range and management expects that any changes over the next
year will not exceed this range.

     The most crucial management assumptions concern prepayments on the
Company's mortgage loan portfolio and the


                                      14|15

<PAGE>

pricing of consumer deposits in various interest rate environments. As interest
rates decline, mortgage prepayments tend to increase, reducing loan portfolio
growth and lowering the portfolio's average yield. Rates on non-maturity
deposits rise and fall with the general level of interest rates, but tend to
move less than proportionately. Rates offered on consumer certificates of
deposits tend to move in close concert with market rates, though history
suggests they increase less rapidly when market rates rise. Analysis shows that
the Company's deposit volumes are relatively insensitive to interest rate
movements within the range encompassed in the scenarios.

     Based on this model, the Company's potential earnings at risk to a gradual,
parallel 200 basis point decline in market interest rates on projected 2001 and
2000 net income, on instruments held for other than trading purposes was a
decline of approximately 1.5% and 3% respectively. Conversely, a similar gradual
200 basis point increase in interest rates would result in a projected decline
in 2001 net income of 1.4% over what would be earned if rates remained constant.
A similar increase would have resulted in no change to projected 2000 net
income. GreenPoint does not have significant exposure to risk on instruments
held for trading purposes.

     Management has included all derivative and other financial instruments that
have a material effect in calculating the Company's potential earnings at risk.

     These measures of risk represent the Company's exposure to interest rate
movements at a particular point in time. The risk position is always changing.
ALCO continuously monitors the Company's risk profile as it changes, and alters
the rate sensitivity to ensure limits are adhered to, and that the resulting
risk profile is appropriate to its views on the likely course of interest rates
and developments in its core businesses.

     The Company is exposed to interest rate risk during the accumulation of
mortgage loans prior to sale or securitization. Prior to the closing of the
loan, the Company generally extends an interest rate lock commitment to the
borrower. The Company is exposed to subsequent changes in the level of market
interest rates, and the spread over Treasuries required by investors. An
increase in market interest rates or a widening of spreads will reduce the
prices paid by investors and the resultant gain on sale. To mitigate this risk,
at the time the Company extends the interest rate lock commitment to the
borrower, the Company will enter into mandatory commitments to deliver mortgage
whole loans to various investors, or to issue private securities and/or Fannie
Mae and Freddie Mac securities (forward delivery commitments). These commitments
effectively establish the price the Company will receive for the related
mortgage loan thereby minimizing the risk of subsequent changes in interest
rates. At December 31, 2000, the Company had mandatory forward delivery
commitments outstanding amounting to $940.7 million, with an unrealized loss of
$5.2 million.

     During 1998, the Company entered the manufactured housing finance business,
which introduced additional market risk. One set of risks results from the
accumulation of fixed rate manufactured housing loans prior to sale or
securitization of those loans. The level of market interest rates, and the
spread over treasuries required by investors determines the prices of the
securities backed by the Company's manufactured housing loans. A rise in market
interest rates, or a widening of spreads on manufactured housing-backed
securities during the accumulation period will reduce the prices paid for the
securities backed by the Company's manufactured housing loans and the gain on
sale.

     The Company mitigates these risks by hedging fixed-rate manufactured
housing loan production prior to sale or securitization. Historical analysis
indicates that interest rate swap rates correlate highly with rates paid on
manufactured housing securities. Reports are prepared on the origination of
fixed rate manufactured housing loans on a daily and weekly basis. As the loans
are accumulated, the Bank enters into swaps in which it agrees to pay a fixed
rate and receive a floating rate. The amount and duration of the swaps entered
into are selected so the change in fair value correlates closely with the
changes in the fair value of securities backed by manufactured housing loans
similar to the Company's loan inventory. The loans and the resultant hedging
relationship are monitored throughout the accumulation period. At the time a
securitization is priced, establishing the gain on sale, the swap transactions
are unwound. The gain or loss on the swap position is included as part of the
gain on sale from the sale or securitization. At December 31, 2000, the Company
had swaps in the notional amount of $175 million, with an unrealized loss of
$7.1 million.

     The Company acquired servicing assets as part of the GreenPoint Credit
acquisition and holds retained interests in the manufactured housing
securitizations completed in 1999 and 2000.

     The fair value of the Company's servicing assets and retained interests
from securitizations are directly affected by the level of prepayments
associated with the underlying loans. However, manufactured housing contracts
historically have exhibited far less prepayment sensitivity to changing interest
rate levels than do residential mortgage loans. Much of this reduced prepayment
sensitivity can be attributed to lower borrower equity against which to
refinance, and smaller loan sizes which reduce the incentive to refinance. Thus,
in management's judgment, there is little earnings sensitivity solely
attributable to the effect of changes in general market interest rates on
servicing assets.

     The impact of a change in prepayment rate on the fair value of retained
interests and servicing assets is disclosed in Note 7 to the Consolidated
Financial Statements.


<PAGE>

LIQUIDITY RISK MANAGEMENT

The Company's primary sources of funds are deposits, proceeds from loans sales
and securitizations and proceeds from principal and interest payments on loans,
mortgage-backed securities and other securities. While maturities and scheduled
amortization of loans and securities are a predictable source of funds, deposit
flows and mortgage prepayments are greatly influenced by general interest rate
levels, economic conditions and competition.

     The Bank is a member of the Federal Home Loan Bank of New York ("FHLB").
This membership allows the Bank to receive advances in proportion to its
investment in FHLB stock. Based on the then current investment in FHLB stock,
the Bank had at December 31, 2000 $1.0 billion in outstanding advances and $875
million in additional funding available.

     The Company and the Bank also have both short-term and long-term debt
ratings from four recognized credit rating firms. These ratings allow the
Company and the Bank to access the wholesale debt markets thereby providing the
Company with additional flexibility in accessing and utilizing the most cost
effective and appropriate means for meeting its funding needs.

     The Company's most liquid assets are cash and cash equivalents, including
money market investments. The level of these assets is dependent on the
Company's operating, financing, lending, and investing activities during any
given period. Cash and cash equivalents, including money market investments,
totaled $311.2 million at December 31, 2000 compared to $1.2 billion at December
31, 1999.

     The Company had outstanding mortgage loan commitments of $3.5 billion at
December 31, 2000. The Company also had outstanding commitments to originate
manufactured housing loans of $524.3 million. The Company anticipates that it
will have sufficient funds available to meet its current loan commitments.

CAPITAL RISK MANAGEMENT

The Company and the Bank are subject to minimum regulatory capital requirements
imposed by various federal and state banking authorities, including the Federal
Reserve Board, the FDIC and the New York State Banking Department. These capital
requirements vary according to an institution's capital level and the
composition of its assets. Furthermore, pursuant to the FDIC Improvement Act of
1991 ("FDICIA"), the federal banking regulators have set the minimum capital
ratios for a well-capitalized banking institution at 6% Tier 1 risk-based
capital, 10% total risk-based capital and 5% Tier 1 leverage capital. At
December 31, 2000, the Company and the Bank exceeded these levels and expect to
be in excess of the minimum ratios required of well-capitalized institutions in
the future.

     Following is a table of the components of regulatory capital as defined by
the banking regulators for risk-based capital and leverage ratio guidelines.

<TABLE>
<CAPTION>

COMPONENTS OF CAPITAL                               AT DECEMBER 31,
-------------------------------------------------------------------
(IN MILLIONS)                                    2000          1999
===================================================================
<S>                                       <C>           <C>

Tier 1 Capital:
Common stockholders' equity               $   2,151.2   $   2,095.1
Unallocated ESOP shares                         (99.9)       (105.1)
Unearned stock plans shares                      (1.7)         (3.3)
Guaranteed preferred beneficial
  interest in Company's junior
    subordinated debentures                     199.7         199.7
Goodwill                                       (863.8)       (941.7)
Accumulated other comprehensive
  income, net                                   (17.3)         11.8
Servicing assets fair value limitation           (2.5)         (3.3)
-------------------------------------------------------------------
Tier 1 Capital                                1,365.7       1,253.2
-------------------------------------------------------------------
Tier 2 Capital:
Subordinated bank notes                   $     149.8            --
Qualifying allowance
  for loan losses                               113.0         113.0
-------------------------------------------------------------------
Tier 2 Capital                                  262.8         113.0
-------------------------------------------------------------------
Total qualifying capital                      1,628.5       1,366.2
-------------------------------------------------------------------
Risk-weighted assets                      $  14,886.2   $  11,797.3
===================================================================

</TABLE>

GreenPoint remains committed to maintaining its capital at levels sufficient to
provide for the continued growth of the Company through prudent investments and
acquisitions while also providing shareholder value. The Company manages its
capital based on its near and long term needs. GreenPoint's total stockholders'
equity increased by $62.9 million to $2.05 billion at December 31, 2000 from
$1.99 billion at December 31, 1999. The increase was the result of retained 2000
net income (net income less dividends declared) of $123.3 million. These amounts
were partially offset by the $120.6 million cost of the Company's common stock
repurchase program. On October 4, 2000 the Bank issued $150 million of 9.25%
Subordinated Bank Notes due on October 1, 2010 that qualified as Tier 2 Capital.

     In March of 2000, GreenPoint's Board of Directors authorized the Company to
purchase up to 5%, or 5.2 million of its outstanding shares. As of December 31,
2000 the Company had purchased approximately 4.8 million shares at a cost of
$120.6 million. In January 2001, the March 2000 repurchase was completed, and in
February of 2001, the Company's Board of Directors authorized a new share
repurchase program of up to 5%, or 5 million of its outstanding common shares.

CREDIT RISK MANAGEMENT

The Company originates mortgage and manufactured housing loans for its own
portfolio and for disposition in the secondary markets in the form of whole loan
sales and securitizations. In general, whole loan sales transfer the credit risk
to the purchasers. In contrast, for loans placed in the portfolio, or for loans
securitized, the Company retains all or much of the credit risk.

     Both GreenPoint Mortgage and GreenPoint Credit maintain underwriting
policies, procedures and approval authorities appropriate to their businesses.
In both companies, the chief credit executive reports directly to the chief
executive of the business, outside of the production organization.


                                      16|17


<PAGE>

With respect to loans originated for whole loan sale to the secondary markets,
where credit risk is transferred, underwriting criteria are established to meet
the investor requirements. An independent, executive-level Risk Management
Division determines the criteria required for loans which will be transferred to
GreenPoint's portfolio or sold through securitizations. Within GreenPoint
Credit, sophisticated custom scoring models are also used to determine a
borrower's creditworthiness.

     Oversight of the appraiser approval and appraisal review process is
provided independent of the production organization. Appraisers are required to
meet strict standards for approval by GreenPoint, and their performance is
monitored on a regular basis. With oversight by Risk Management, a comprehensive
quality control process is in place in each business unit to ensure that loans
being originated meet the Company's underwriting standards, and that required
operating procedures are followed. Loans are selected monthly on a pre and post
funding basis for review by quality control analysts and staff appraisers.

     Risk Management personnel monitor closely the performance of all loans on
which the Company retains credit risk. On securitization or sale, expectations
are set on the default, recovery and voluntary prepayment rates. Each pool of
loans is reviewed monthly to ensure that performance is meeting those
expectations. In the event performance does not meet expectations, the
assumptions are revised. Final responsibility for these judgments resides with
executive management, independent of the business unit.

     Risk Management reviews monthly the delinquency and loss trends in all the
mortgage and manufactured housing loans serviced by the Company, whether or not
it retains credit exposure. These reviews are intended to identify significant
changes in credit quality which may indicate changes to the Company's exposures
or to the efficacy of its underwriting of loans sold to other investors. Such
changes could prompt adjustments to the Company's underwriting criteria or
servicing procedures.

     GreenPoint's loan origination activity is geographically diversified
throughout the U.S. GreenPoint began originating loans outside of New York State
in 1996. At December 31, 2000, approximately 37% of the Company's mortgage loan
portfolio was secured by properties outside of New York. The Company tracks
economic and housing market trends to identify areas for expansion and as an
early warning mechanism. The Company also closely monitors trends in delinquent
and non-performing loans through cycles in the economy and in the real estate
market. These economic and performance trends are analyzed in the ongoing
fine-tuning of lending practices.

     The Company uses various collection strategies and works to maintain
contact with the borrowers in order to obtain repayment. Collection activities
for GreenPoint Mortgage are centralized in a servicing unit in Columbus,
Georgia. GreenPoint Credit's collection activities are decentralized among its
regional offices in order to repossess and liquidate collateral more
effectively, thereby minimizing the loss severity. In 2000, a centralized
collection center was opened in California to target early stage delinquencies
more effectively, thereby allowing the regional offices to focus on serious
delinquencies.

     The Company has set forth a policy for establishment and review of the
adequacy of the allowance for loan losses in order to provide for estimated
costs related to the problem loans. Management believes that the allowance for
loan losses is adequate. However, such determination is susceptible to the
effect of future unanticipated changes in general economic and market conditions
that may affect the financial circumstances of borrowers and/or residential real
estate values within the Company's lending areas.

NON-PERFORMING ASSETS

Non-performing assets consist of non-accruing loans and other real estate owned.
Total non-performing assets were $209.7 million at December 31, 2000 compared to
$227.1 million at December 31, 1999. GreenPoint attempts to convert these assets
to interest-earning assets as quickly as possible, while minimizing potential
losses on the conversion.

     The tables in Notes 6 and 8 to the Consolidated Financial Statements
present further information about GreenPoint's non-performing assets.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

On June 15, 1998, the Financial Accounting Standards Board (the "FASB") issued
SFAS 133, subsequently amended by Statement of Financial Accounting Standards
No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities (an amendment of FASB Statement No. 133)." As amended, SFAS 133 is
effective for all fiscal years beginning after June 15, 2000 (January 1, 2001
for the Company). SFAS 133 requires that all derivative instruments be recorded
on the balance sheet at fair value. Changes in the fair value of derivatives are
recorded in each period in current earnings or comprehensive income, depending
on whether the derivative is designated as part of a hedge transaction and, if
it is, the type of hedge transaction. The Company expects to experience some
amount of hedge ineffectiveness to be recognized in current earnings. In
addition, a transition adjustment will be recognized as a cumulative effect of a
change in accounting principle in the Consolidated Statement of Income at
January 1, 2001. Under the Company's current interpretation of the standard, the
transition adjustment will not have a material impact on the Consolidated
Statement of Income for the quarter ended March 31, 2001. Certain provisions of
the standard are subject to a variety of interpretations. Resolution of the
interpretations of these provisions by the FASB could affect the amount of the
ultimate transition adjustment.

     On September 29, 2000, the FASB issued Statement of Financial Accounting
Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities, a replacement of SFAS 125" ("SFAS


<PAGE>

140"). This statement revises the standards of accounting for securitizations
and other transfers of financial assets and collateral established by SFAS 125
and requires certain additional disclosures, but carries over most of SFAS 125's
provisions without reconsideration. SFAS 140 will be effective for transfers and
servicing of financial assets and extinguishments of liabilities occurring after
March 31, 2001. Disclosures about securitization and collateral accepted need
not be reported for periods ending before December 15, 2000, for comparative
financial statement presentations. SFAS 140 is to be applied prospectively with
certain exceptions. Management of the Company anticipates that the adoption of
SFAS 140 will not have a significant effect on the Company's earnings or
financial position. Disclosures required under SFAS 140 are included in Note 7.

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

GENERAL

Net income for 1999 was $215.5 million, or $2.23 per diluted share, a 26%
increase over the $159.1 million, or $1.77 per diluted share, earned in 1998.

     Core cash earnings rose to $337.0 million, or $3.49 per diluted share, in
1999 compared to $259.4 million, or $2.89 per diluted share in the prior year.

NET INTEREST INCOME

Net interest income on a fully taxable-equivalent basis increased by $29.6
million, or 6%, to $544.3 million for 1999 from $514.7 million for 1998. The
increase resulted from a $501.2 million rise in average earning assets coupled
with an increase in the net interest margin to 4.02% from 3.95% in 1998.

     The increase in average earning assets resulted from an increase in loans
held for investment and held for sale. Mortgage loans held for investment were
flat from 1998, while other loans increased by $289.4 million, reflecting the
addition of $604 million in manufactured housing loans during the third quarter
of 1999. Loans held for sale rose $679.3 million, principally reflecting the
full-year impact of GreenPoint Credit.

     The average cost of funds fell by 15 basis points to 4.43% from 4.58% in
1998. The average cost of deposits declined by 7 basis points, reflecting a
generally lower interest rate environment. Other borrowed funds were reduced by
$163.4 million, and the rate fell by 92 basis points, as a result of internal
funding of mortgage loans held for sale following the Headlands merger in the
first quarter of 1999.

PROVISION FOR LOAN LOSSES

The provision for loan losses increased by 3% to $14.2 million during 1999 from
$13.8 million in 1998. Net charge-offs on the Bank's mortgage portfolio
decreased slightly to $7.3 million in 1999 from $8.5 million in 1998. GreenPoint
Credit's charge-offs increased to $6.9 million in 1999 from $1.3 million during
1998. The increase is primarily attributable to the $604 million of manufactured
housing loans that was retained during the third quarter of 1999. The 1999
provision equaled net charge-offs for the year and the 1998 provision includes a
$4.0 million addition to the allowance for loan losses.

NON-INTEREST INCOME

Non-interest income increased by $216.9 million, or 124%, to $391.7 million for
1999 from $174.8 million for 1998. The 1999 results include a $15.8 million
non-recurring gain on the sale of leasehold rights.

     Loan servicing fees totaled $100.2 million for 1999 compared to $23.5
million for 1998. The $76.7 million increase is primarily the result of a full
year of servicing fee income on manufactured housing loans related to the
GreenPoint Credit acquisition in 1998.

     Banking service fees and commissions rose to $31.1 million for 1999 from
$26.1 million in 1998, an increase of $5.0 million or 19%. The improvement is
primarily attributable to increased annuity sales of $2.0 million and consumer
banking fees of $2.8 million.

GAIN ON SALE OF LOANS

Gain on sale of loans increased by $121.7 million, or 114%, to $228.3 million
for 1999 compared to $106.6 million for 1998. The increase was due to gains on
sale of manufactured housing loans of $72.1 million in 1999, consisting of gains
of $16.0 million for whole loan sales and gains of $56.1 million from
securitization. The increase in the gain on sale of mortgages for GPM of $49.6
million is due to higher volume and more favorable pricing.

     The Company sold or securitized $9.0 billion of residential mortgage loans
and $2.8 billion of manufactured housing loans in 1999, versus $8.0 billion and
$728 million of manufactured housing loans, respectively in 1998. The $728
million of manufactured housing loans securitized in the fourth quarter of 1998
were acquired by the Company as part of the GreenPoint Credit purchase and were
recorded at their fair value. Therefore, the Company did not recognize a gain on
the sale through current income.

     The increases in gain on sale and securitization of loans between 1999 and
1998 reflected increases in volumes sold and wider average margins received. The
improved average margins for mortgage loan sales resulted in part from a shift
in mix towards higher-margin specialty products such as Alt A, HELOC's and
second mortgages.


                                      18|19

<PAGE>

NON-INTEREST EXPENSE

Total non-interest expense increased $169.7 million, or 45% to $546.6 million in
1999 from $376.9 million in 1998. Included in 1999 are GreenPoint Credit's
operating expenses of $143.8 million which for 1998 only included expenses for
the fourth quarter of $37.5 million.

     Excluding GreenPoint Credit operating expenses, non-recurring expenses and
one-time charitable and educational foundation expense, total non-interest
expense for 1999 increased $29.0 million, or 9% to $360.1 million as compared to
$331.1 million in 1998. Salaries and benefits expense rose $12.8 million, or
10%, net expense of premises and equipment rose $8.9 million, or 16%; and other
administrative expense rose $7.0 million, or 10%. GPM continued to expand its
operations during the first half of 1999, increasing staff as a result of rising
origination volume. Origination volume for the second half of 1999 slowed and
total volume for the year decreased $270.6 million, or 2% to $10.7 billion
versus $11.0 billion for 1998. In late 1999, as a result of the diminished
origination volume, GPM took steps to reduce staffing levels and overall
expenses.

     Employee stock ownership and stock plans expense decreased by $2.5 million,
or 11%, due to the lower average price of GreenPoint's stock during 1999 versus
1998.

INCOME TAX EXPENSE

Total income tax expense increased $20.8 million, or 15.5%, to $155.3 million
for 1999 from $134.5 million for 1998. The rise compared to 1998 is due to a
$77.2 million, or 26.3% increase in income before income taxes. The Company
incurred approximately $14.1 million in non-recurring charges, for which no tax
benefit was recognized in 1999. Included in total taxes for 1998 is $18.5
million in non-recurring income tax expense related to Headlands' conversion
from a non-taxable subchapter S corporation ("S Corporation") to a taxable
corporation.

FORWARD-LOOKING STATEMENT

This Annual Report to the Stockholders contains certain forward-looking
statements, which are based on management's current expectations. These
forward-looking statements include information concerning possible or assumed
future results of operations and business plans, including those relating to
earnings growth (on both a GAAP and cash basis); revenue growth; origination
volume in both the Company's mortgage and manufactured housing finance
businesses; non-interest income levels, including fees from product sales;
tangible capital generation; margins on sales or securitizations of loans;
market share; expense levels; and other business operations and strategies. For
these statements, GreenPoint claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995 to the extent provided by applicable law. Forward-looking statements
involve inherent risks and uncertainties. We caution you that a number of
important factors could cause actual results to differ materially from those
contained in any forward-looking statement. Such factors include, but are not
limited to: risks and uncertainties related to acquisitions and related
integration and restructuring activities; prevailing economic conditions;
changes in interest rates, loan demand, real estate values, and competition,
which can materially affect origination levels in the Company's mortgage and
manufactured housing finance businesses; the level of defaults, losses and
prepayments on loans made by the Company, whether held in portfolio or sold in
the secondary markets, which can materially affect the Company's quarterly
valuation of its retained interests from securitizations; changes in accounting
principles, policies, and guidelines; adverse changes or conditions in capital
or financial markets, which could adversely affect the ability of the Company to
sell or securitize mortgage and manufactured housing originations on a timely
basis or at prices which are acceptable to the Company; changes in any
applicable law, rule, regulation or practice with respect to tax or legal
issues; and other economic, competitive, governmental, regulatory, and
technological factors affecting the Company's operations, pricing, products and
services. The forward-looking statements are made as of the date of this Report,
and the Company assumes 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.


<PAGE>

AVERAGE CONSOLIDATED BALANCE SHEET, INTEREST AND RATES

<TABLE>
<CAPTION>

(TAX-EQUIVALENT INTEREST AND RATES, IN MILLIONS)(1)              YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------------------------------------------------
                                            2000                                   1999                           1998
---------------------------------------------------------------------------------------------------------------------------------
                                                         AVERAGE                           AVERAGE                        AVERAGE
                                                          YIELD/                            YIELD/                          YIELD/
                                 BALANCE    INTEREST      COST        BALANCE    INTEREST     COST     BALANCE    INTEREST   COST
---------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>         <C>             <C>     <C>          <C>          <C>     <C>        <C>         <C>

ASSETS:
Mortgage loans held
  for investment(2)            $ 8,365.6    $  726.8        8.69%   $ 9,080.2    $  774.7     8.53%  $ 9,079.4    $  799.6   8.81%
Other loans(2)                     611.1        61.0        9.98        343.0        32.1     9.35        53.6         4.3   8.01
Loans held for sale              1,894.7       171.4        9.05      1,573.9       136.2     8.66       894.6        84.9   9.49
Money market investments(3)        478.6        30.3        6.33        926.4        47.6     5.14       956.2        52.7   5.52
Securities(4)                    2,244.2       160.9        7.17      1,246.3        78.1     6.26     1,823.5       108.2   5.93
Trading assets                        --          --          --          5.4         0.3     5.56         3.4         0.2   5.49
Other interest-earning assets      387.2        44.7       11.53        356.9        26.2     7.36       220.2        16.7   7.60
---------------------------------------------------------------------------------------------------------------------------------
  Total interest-earning
    assets                      13,981.4     1,195.1        8.55     13,532.1     1,095.2     8.09    13,030.9     1,066.6   8.19
---------------------------------------------------------------------------------------------------------------------------------
Non-interest earning
  assets(5)                      1,418.8                              1,514.2                          1,078.1
---------------------------------------------------------------------------------------------------------------------------------
  Total assets                 $15,400.2                            $15,046.3                        $14,109.0
=================================================================================================================================

LIABILITIES AND
STOCKHOLDERS' EQUITY:
Savings                        $ 1,295.2        27.5        2.12    $ 1,468.0        32.4     2.21   $ 1,638.8        39.3   2.40
N.O.W                              286.4         2.8        0.98        309.8         3.0     0.98       323.7         3.8   1.18
Money market and variable
  rate savings                   2,433.3        83.2        3.42      2,415.5        79.8     3.30     2,203.4        72.7   3.30
Term certificates of deposit     7,082.1       395.4        5.58      7,079.1       364.5     5.15     6,543.0       348.2   5.32
Mortgagors' escrow                 109.8         1.8        1.69        115.4         1.6     1.43       144.6         1.5   1.02
Other borrowed funds             1,091.3        68.3        6.20        639.5        37.4     5.84       802.9        54.2   6.76
Senior bank notes                  169.3        11.8        6.97        199.9        13.9     6.94       199.8        13.9   6.94
Subordinated bank notes             36.4         3.4        9.30           --          --       --          --          --     --
Guaranteed preferred
  beneficial interest in
  Company's junior
  subordinated debentures          199.7        18.3        9.16        199.7        18.3     9.16       199.7        18.3   9.16
---------------------------------------------------------------------------------------------------------------------------------
  Total interest-bearing
    liabilities                 12,703.5       612.5        4.82     12,426.9       550.9     4.43    12,055.9       551.9   4.58
Other liabilities(6)               672.3                                616.1                            465.6
---------------------------------------------------------------------------------------------------------------------------------
  Total liabilities             13,375.8                             13,043.0                         12,521.5
Stockholders' equity             2,024.4                              2,003.3                          1,587.5
---------------------------------------------------------------------------------------------------------------------------------
  Total liabilities &
    stockholders' equity       $15,400.2                            $15,046.3                        $14,109.0
---------------------------------------------------------------------------------------------------------------------------------
Net interest income/interest
  rate spread(7)                            $  582.6        3.73%                $  544.3     3.66%               $  514.7   3.61%
---------------------------------------------------------------------------------------------------------------------------------
Net interest-earning assets/
  net interest margin(8)       $ 1,277.9                    4.17%   $ 1,105.2                 4.02%  $   975.0               3.95%
---------------------------------------------------------------------------------------------------------------------------------
Ratio of interest-earning
  assets to interest-
  bearing liabilities                                       1.10x                             1.09x                          1.08x
=================================================================================================================================

</TABLE>

(1)  NET INTEREST INCOME IS CALCULATED ON A TAX-EQUIVALENT BASIS.

(2)  IN COMPUTING THE AVERAGE BALANCES AND AVERAGE YIELD ON LOANS, NON-ACCRUING
     LOANS HAVE BEEN INCLUDED.

(3)  INCLUDES INTEREST-BEARING DEPOSITS IN OTHER BANKS, FEDERAL FUNDS SOLD AND
     SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL.

(4)  THE AVERAGE YIELD DOES NOT GIVE EFFECT TO CHANGES IN FAIR VALUE THAT ARE
     REFLECTED AS A COMPONENT OF STOCKHOLDERS' EQUITY.

(5)  INCLUDES GOODWILL, BANKING PREMISES AND EQUIPMENT, SERVICING ASSETS,
     DEFERRED TAX ASSETS, ACCRUED INTEREST RECEIVABLE, AND OTHER MISCELLANEOUS
     NON-INTEREST EARNING ASSETS.

(6)  INCLUDES ACCRUED INTEREST PAYABLE, ACCOUNTS PAYABLE, AND OTHER
     MISCELLANEOUS NON-INTEREST BEARING OBLIGATIONS OF THE COMPANY.

(7)  NET INTEREST RATE SPREAD REPRESENTS THE DIFFERENCE BETWEEN THE AVERAGE
     YIELD ON INTEREST-EARNING ASSETS AND THE AVERAGE COST OF INTEREST-BEARING
     LIABILITIES.

(8)  NET INTEREST MARGIN REPRESENTS NET INTEREST INCOME DIVIDED BY AVERAGE
     INTEREST-EARNING ASSETS.


                                      20|21

<PAGE>

RATE/VOLUME ANALYSIS

The following table presents the effects of changes in interest rates and
changes in volume of interest-earning assets and interest-bearing liabilities on
the Company's interest income and interest expense during the years indicated.
The changes attributable to the combined impact of volume and rate have been
allocated proportionately to volume and rate.

<TABLE>
<CAPTION>

                                     YEAR ENDED DECEMBER 31, 2000  YEAR ENDED DECEMBER 31, 1999
                                              COMPARED TO                   COMPARED TO
                                     YEAR ENDED DECEMBER 31, 1999  YEAR ENDED DECEMBER 31, 1998
                                          INCREASE/(DECREASE)        INCREASE/(DECREASE)
-------------------------------------------------------------------------------------------
                                                 DUE TO                     DUE TO
-------------------------------------------------------------------------------------------
                                        AVERAGE AVERAGE      NET  AVERAGE  AVERAGE      NET
(DOLLARS IN MILLIONS)                    VOLUME    RATE   CHANGE   VOLUME     RATE   CHANGE
-------------------------------------------------------------------------------------------

<S>                                      <C>      <C>     <C>      <C>      <C>      <C>
Mortgage loans held for investment(1)    $(61.9)  $14.0   $(47.9)  $  0.1   $(25.0)  $(24.9)
Other loans(1)                             26.6     2.3     28.9     26.9      0.9     27.8
Loans held for sale                        28.8     6.4     35.2     59.4     (8.1)    51.3
Money market investments(2)               (26.6)    9.3    (17.3)    (1.6)    (3.5)    (5.1)
Securities                                 70.2    12.6     82.8    (35.9)     5.8    (30.1)
Trading assets                             (0.3)     --     (0.3)     0.1       --      0.1
Other interest-earning assets               2.4    16.1     18.5     10.1     (0.6)     9.5
-------------------------------------------------------------------------------------------
  Total interest earned on assets          39.2    60.7     99.9     59.1    (30.5)    28.6
-------------------------------------------------------------------------------------------
Savings                                    (3.7)   (1.2)    (4.9)    (3.9)    (3.0)    (6.9)
N.O.W                                      (0.2)     --     (0.2)    (0.2)    (0.6)    (0.8)
Money market and variable
  rate savings                              0.5     2.9      3.4      7.1       --      7.1
Term certificates of deposit                0.2    30.7     30.9     27.8    (11.5)    16.3
Mortgagors' escrow                         (0.1)    0.3      0.2     (0.4)     0.5      0.1
Other borrowed funds                       28.2     2.7     30.9    (10.2)    (6.6)   (16.8)
Senior bank notes                          (2.1)     --     (2.1)      --       --       --
Subordinated bank notes                     3.4      --      3.4       --       --       --
Guaranteed preferred beneficial
  interest in Company's junior
  subordinated debentures                    --      --       --       --       --       --
-------------------------------------------------------------------------------------------
Total interest paid on liabilities         26.2    35.4     61.6     20.2    (21.2)    (1.0)
-------------------------------------------------------------------------------------------
Net change in net interest income        $ 13.0   $25.3   $ 38.3   $ 38.9   $ (9.3)  $ 29.6
===========================================================================================

</TABLE>

(1)  IN COMPUTING THE VOLUME AND RATE COMPONENTS OF NET INTEREST INCOME FOR
     LOANS, NON-ACCRUAL LOANS HAVE BEEN INCLUDED.

(2)  INCLUDES INTEREST-BEARING DEPOSITS IN OTHER BANKS, FEDERAL FUNDS SOLD AND
     SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL.


<PAGE>

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>

                                                                                             DECEMBER 31,
------------------------------------------------------------------------------------------------------------
(IN MILLIONS, EXCEPT SHARE AMOUNTS)                                                       2000          1999
------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>          <C>
ASSETS:
Cash and due from banks                                                               $   139.9    $   179.5
Money market investments:
  Interest-bearing deposits in other banks                                                  5.3          2.2
  Federal funds sold and securities purchased under agreements to resell                  166.0      1,050.6
------------------------------------------------------------------------------------------------------------
    Total cash and cash equivalents                                                       311.2      1,232.3
------------------------------------------------------------------------------------------------------------
Loans receivable held for sale                                                          1,980.9      1,208.0
Federal Home Loan Bank of New York stock                                                   96.3         91.8
Securities available for sale                                                           2,677.7      1,974.7
Securities available for sale-pledged to creditors                                        388.5         --
Retained interests in securitizations                                                     159.0        124.6
Securities held to maturity (fair value of $2.5 and $2.0, respectively)                     2.5          2.0
Loans receivable held for investment (net of allowance for loan
  losses of $113.0 in 2000 and 1999)                                                    8,574.4      9,180.2
Other interest-earning assets                                                             128.0        123.4
Accrued interest receivable                                                                87.1         72.2
Banking premises and equipment, net                                                       130.5        129.0
Servicing assets                                                                          196.7        180.6
Goodwill (net of accumulated amortization of $319.3 and $240.3, respectively)             863.8        941.7
Other assets                                                                              168.2        140.6
------------------------------------------------------------------------------------------------------------
    Total assets                                                                      $15,764.8    $15,401.1
============================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY:
LIABILITIES:
Deposits:
  N.O.W. and checking                                                                 $   577.0    $   540.4
  Savings                                                                               1,213.3      1,369.9
  Variable rate savings                                                                 1,871.5      1,981.4
  Money market                                                                            629.5        459.5
  Term certificates of deposit                                                          6,885.0      7,208.9
------------------------------------------------------------------------------------------------------------
    Total deposits                                                                     11,176.3     11,560.1
------------------------------------------------------------------------------------------------------------
Notes payable                                                                               2.0          5.1
Mortgagors' escrow                                                                         90.3         95.5
Securities sold under agreements to repurchase                                            350.2          0.3
Federal Home Loan Bank advances                                                         1,000.0        675.0
Senior bank notes                                                                         137.7        199.9
Subordinated bank notes                                                                   149.8         --
Guaranteed preferred beneficial interest in Company's
  junior subordinated debentures                                                          199.7        199.7
Liability under recourse exposure                                                         131.8         32.6
Other liabilities                                                                         477.4        646.2
------------------------------------------------------------------------------------------------------------
    Total liabilities                                                                  13,715.2     13,414.4
------------------------------------------------------------------------------------------------------------
Commitments and contingencies (Note 17)

STOCKHOLDERS' EQUITY:
Preferred stock ($0.01 par value; 50,000,000 shares authorized; none issued) --
-- Common stock ($0.01 par value; 220,000,000 shares authorized;
  100,105,414 shares and 110,261,164 shares issued in 2000 and 1999, respectively)          1.1           1.1
Additional paid-in capital                                                                861.8         857.8
Unallocated Employee Stock Ownership Plan (ESOP) shares                                   (99.9)       (105.1)
Unearned stock plans shares                                                                (1.7)         (3.3)
Retained earnings                                                                       1,531.5       1,408.2
Accumulated other comprehensive income (losses), net                                       17.3         (11.8)
Treasury stock, at cost (10,155,750 shares and 6,058,244 shares, respectively)           (260.5)       (160.2)
-------------------------------------------------------------------------------------------------------------
    Total stockholders' equity                                                          2,049.6       1,986.7
-------------------------------------------------------------------------------------------------------------
    Total liabilities and stockholders' equity                                        $15,764.8    $ 15,401.1
=============================================================================================================

</TABLE>

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                      22|23


<PAGE>

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                             FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------------------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)                           2000       1999       1998
--------------------------------------------------------------------------------------------
<S>                                                           <C>        <C>        <C>
INTEREST INCOME:
  Mortgage loans held for investment                          $  726.8   $  774.7   $  799.6
  Loans held for sale                                            171.4      136.2       84.9
  Money market investments                                        30.3       47.5       52.7
  Securities                                                     154.1       76.8      106.5
  Other                                                          103.3       55.6       17.7
--------------------------------------------------------------------------------------------
    Total interest income                                      1,185.9    1,090.8    1,061.4
--------------------------------------------------------------------------------------------
INTEREST EXPENSE:
  Deposits                                                       510.7      481.4      465.5
  Securities sold under agreements to repurchase                  12.5       13.5       39.1
  Notes payable                                                   55.8       23.8       15.1
  Long-term debt                                                  33.5       32.2       32.2
--------------------------------------------------------------------------------------------
    Total interest expense                                       612.5      550.9      551.9
--------------------------------------------------------------------------------------------
NET INTEREST INCOME                                              573.4      539.9      509.5
Provision for loan losses                                        (36.9)     (14.2)     (13.8)
--------------------------------------------------------------------------------------------
Net interest income after provision for loan losses              536.5      525.7      495.7
--------------------------------------------------------------------------------------------
NON-INTEREST INCOME:
  Income from fees and commissions:
    Loan servicing fees                                          134.3      100.2       23.5
    Banking services fees and commissions                         38.4       31.1       26.1
    Other                                                         13.7       13.0       15.3
--------------------------------------------------------------------------------------------
    Total income from fees and commissions                       186.4      144.3       64.9
  Net gain on sales of loans                                     270.5      228.3      106.6

  Change in valuation of retained interests                     (140.1)       0.3         --
  Net gain on securities                                           4.5        0.9        2.6
  Gain on sale of mortgage servicing rights                        3.5        2.1        0.7
  Net gain on sale of lease                                         --       15.8         --
--------------------------------------------------------------------------------------------
    Total non-interest income                                    324.8      391.7      174.8
--------------------------------------------------------------------------------------------
NON-INTEREST EXPENSE:
  General and administrative expenses:
    Salaries and benefits                                        205.5      207.5      149.2
    Employee Stock Ownership and
      stock plans expense                                         17.2       19.8       22.3
    Net expense of premises and equipment                         79.6       76.5       58.7
    Federal deposit insurance premiums                             2.4        2.7        2.6
    Other administrative expenses                                120.1      132.7       79.9
--------------------------------------------------------------------------------------------
    Total general and administrative expenses                    424.8      439.2      312.7
  Other real estate owned operating income                        (1.8)      (3.3)      (6.0)
  Goodwill amortization                                           79.0       79.6       54.4
  Restructuring charge and non-recurring personnel expense         4.9        6.0        8.3
  Charitable and educational foundation                             --       25.1        7.5
--------------------------------------------------------------------------------------------
    Total non-interest expense                                   506.9      546.6      376.9
--------------------------------------------------------------------------------------------
Income before income taxes                                       354.4      370.8      293.6
Income taxes related to earnings                                 141.3      155.3      116.0
Income taxes related to S corporation conversion                    --         --       18.5
--------------------------------------------------------------------------------------------
Net income                                                    $  213.1   $  215.5   $  159.1
============================================================================================
Basic earnings per share                                      $   2.37   $   2.27   $   1.83
============================================================================================
Diluted earnings per share                                    $   2.34   $   2.23   $   1.77
============================================================================================

</TABLE>

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.


<PAGE>

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                                 FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                       2000        1999        1998
------------------------------------------------------------------------------------------------
<S>                                                            <C>         <C>         <C>

Net income                                                     $   213.1   $   215.5   $   159.1
------------------------------------------------------------------------------------------------
Other comprehensive income, before tax:
  Unrealized (losses) gains on securities:
    Unrealized holding (losses) gains arising during period         55.1       (28.4)       17.5
    Less: reclassification adjustment for gains
      included in net income                                        (4.5)       (0.9)       (2.6)
  Minimum pension liability adjustment                              --           0.1        (0.4)
------------------------------------------------------------------------------------------------
Other comprehensive income, before tax                              50.6       (29.2)       14.5
Income tax expense related to items of other
  comprehensive income                                             (21.5)       12.7        (6.2)
------------------------------------------------------------------------------------------------
Other comprehensive income, net of tax                              29.1       (16.5)        8.3
------------------------------------------------------------------------------------------------
TOTAL COMPREHENSIVE INCOME, NET OF TAX                         $   242.2   $   199.0   $   167.4
================================================================================================

</TABLE>

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

                                      24|25



<PAGE>

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                  FOR THE YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                     2000         1999          1998
-------------------------------------------------------------------------------------------------
<S>                                                          <C>          <C>          <C>

COMMON STOCK
Balance at beginning of year                                 $      1.1   $      1.1   $      1.1
Balance at end of year                                              1.1          1.1          1.1
-------------------------------------------------------------------------------------------------
ADDITIONAL PAID-IN CAPITAL
Balance at beginning of year                                      857.8      1,278.8        830.5
Reissuance of treasury stock                                      (10.2)      (440.7)       322.6
Stock issued by pooled company                                     --           --           62.4
Recapitalization of undistributed earnings                         --           --           29.4
Amortization of ESOP shares committed to be released                9.5         13.5         16.1
Amortization of stock plans shares                                  1.0          0.1          1.0
Tax benefit for vested stock plans shares                           3.7          6.1         16.8
-------------------------------------------------------------------------------------------------
Balance at end of year                                            861.8        857.8      1,278.8
-------------------------------------------------------------------------------------------------
UNALLOCATED ESOP SHARES
Balance at beginning of year                                     (105.1)      (110.1)      (114.9)
Amortization of ESOP shares committed to be released                5.2          5.0          4.8
-------------------------------------------------------------------------------------------------
Balance at end of year                                            (99.9)      (105.1)      (110.1)
-------------------------------------------------------------------------------------------------
UNEARNED STOCK PLANS SHARES
Balance at beginning of year                                       (3.3)        (4.5)        (7.0)
Amortization of stock plans shares                                  1.6          1.2          2.5
-------------------------------------------------------------------------------------------------
Balance at end of year                                             (1.7)        (3.3)        (4.5)
-------------------------------------------------------------------------------------------------
RETAINED EARNINGS
Balance at beginning of year                                    1,408.2      1,273.3      1,208.8
Net income                                                        213.1        215.5        159.1
Recapitalization of undistributed earnings                         --           --          (29.4)
Dividends paid                                                    (89.8)       (80.6)       (46.5)
Distribution to pooled company stockholders                        --           --          (13.7)
Reissuance of treasury stock                                       --           --           (5.0)
-------------------------------------------------------------------------------------------------
Balance at end of year                                          1,531.5      1,408.2      1,273.3
-------------------------------------------------------------------------------------------------
ACCUMULATED OTHER COMPREHENSIVE INCOME, NET
Balance at beginning of year                                      (11.8)         4.7         (3.6)
Net change in accumulated other comprehensive income, net          29.1        (16.5)         8.3
-------------------------------------------------------------------------------------------------
Balance at end of year                                             17.3        (11.8)         4.7
-------------------------------------------------------------------------------------------------
TREASURY STOCK
Balance at beginning of year                                     (160.2)      (520.7)      (578.8)
Reissuance of treasury stock                                       20.3        501.9        277.7
Purchase of treasury stock                                       (120.6)      (141.4)      (219.6)
-------------------------------------------------------------------------------------------------
Balance at end of year                                           (260.5)      (160.2)      (520.7)
-------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                   $  2,049.6   $  1,986.7   $  1,922.6
=================================================================================================

</TABLE>

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.


<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                        FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                           2000         1999         1998
--------------------------------------------------------------------------------------------------------
<S>                                                                 <C>          <C>          <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                          $    213.1   $    215.5   $    159.1
Adjustments to reconcile net income to net cash (used in)
  provided by operating activities:
Provision for loan losses                                                 36.9         14.2         13.8
Depreciation and amortization of premises and equipment                   32.0         31.8         21.4
Goodwill amortization                                                     79.0         79.6         54.4
Accretion of discount on securities, net of premium amortization          (3.4)        (5.1)        (9.2)
Gain on sale of lease                                                       --        (15.8)          --
Net change in trading assets                                                --           --         25.0
Net change in trading liabilities                                           --           --        (10.6)
ESOP and stock plans expense                                              17.2         19.8         22.3
Non-recurring personnel expense                                             --           --          8.3
Gain on securities transactions                                           (4.5)        (1.8)          --
Net change in loans held for sale                                       (772.9)      (234.3)      (170.4)
Capitalization of servicing assets, net of sales                         (66.3)       (82.6)       (31.2)
Amortization and change in valuation of servicing assets                  50.2         47.9         25.7
Net change in retained interests in securitizations                       (5.1)       (47.9)       (34.3)
Net gain on sales of other real estate owned                              (3.0)        (5.3)        (8.1)
Deferred income taxes                                                    (11.5)         6.1         16.1
Increase (decrease) in other assets                                      (34.9)        24.6        (39.8)
(Decrease) increase in other liabilities                                (178.6)       275.2         67.1
Other, net                                                               (21.3)         2.6         10.6
--------------------------------------------------------------------------------------------------------
    Net cash (used in) provided by operating activities                 (673.1)       324.5        120.2
--------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Loan originations and principal repayments, net                          554.7        680.0       (396.5)
Proceeds from sales of other real estate owned                            18.5         19.2         27.2
Purchases of securities available for sale                            (2,641.4)    (3,052.1)    (4,821.4)
Purchases of securities held to maturity                                  (0.6)          --         (0.6)
Proceeds from maturities of securities available for sale                702.2      2,071.2      4,239.9
Proceeds from sales of securities available for sale                     767.9        104.0      1,039.0
Principal repayments on securities                                       219.1        207.0        290.2
Purchase of Federal Home Loan Bank stock                                  (4.5)       (91.8)          --
Proceeds from sale of lease                                                 --         34.8           --
Purchases of premises and equipment                                      (33.5)       (32.7)       (26.4)
--------------------------------------------------------------------------------------------------------
    Net cash (used in) provided by investing activities                 (417.6)       (60.4)       351.4
========================================================================================================

</TABLE>

STATEMENTS CONTINUED ON FOLLOWING PAGE.

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.


                                      26|27

<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>

                                                              FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------------------------
(IN MILLIONS)                                                    2000         1999         1998
-----------------------------------------------------------------------------------------------
<S>                                                        <C>          <C>          <C>

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (withdrawals) deposits from depositors' accounts         (384.5)       385.7        199.6
  Borrowing on notes payable                                       --      3,230.8      8,192.8
  Payments on notes payable                                      (3.1)    (3,833.7)    (7,786.0)
  Proceeds from Federal Home Loan Bank advance                  775.0        675.0           --
  Payments on Federal Home Loan Bank advances                  (450.0)          --           --
  Payments for cash dividends                                   (89.8)       (80.6)       (46.5)
  Proceeds from issuance of subordinated bank notes             148.8           --           --
  Retirement of senior bank notes                               (61.1)          --           --
  Proceeds from common stock offering                              --         47.4        645.6
  Net cash used in acquisitions                                    --           --     (1,376.2)(1)
  Exercise of stock options                                      10.2         13.8           --
  Purchase of treasury stock                                   (120.6)      (141.4)      (219.6)
  Securities sold under agreements to repurchase                349.9       (384.6)      (162.0)
  Net (decrease) increase in mortgagors' escrow                  (5.2)       (32.6)        10.0
  Other, net                                                       --           --          1.6
-----------------------------------------------------------------------------------------------

    Net cash provided by (used in) financing activities         169.6       (120.2)      (540.7)
-----------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents           (921.1)       143.9        (69.1)
Cash and cash equivalents at beginning of year                1,232.3      1,088.4      1,157.5
-----------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                   $    311.2   $  1,232.3   $  1,088.4
-----------------------------------------------------------------------------------------------
NON-CASH ACTIVITIES:
Additions to other real estate owned, net                  $    (18.6)  $    (10.1)  $     15.8
Loans to facilitate sales of other real estate             $       --   $       --   $      8.2
Unsettled trades                                           $   (108.7)  $    284.1   $       --
-----------------------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes                                 $    117.2   $    154.8   $    121.1
Interest paid                                              $    511.9   $    477.3   $    493.2
===============================================================================================

</TABLE>

(1)  GREENPOINT PURCHASED THE MANUFACTURED HOUSING LENDING BUSINESS OF BAHS AND
     ALSO ACQUIRED THE DEALER ORIGINATION SEGMENT OF NATIONSCREDIT'S
     MANUFACTURED HOUSING BUSINESS. IN CONJUNCTION WITH THESE ACQUISITIONS,
     LIABILITIES WERE ASSUMED AS FOLLOWS:

<TABLE>

<S>                                                               <C>
          FAIR VALUE OF ASSETS ACQUIRED                           $  1,000.5
          EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED        485.6
          CASH PAID                                                 (1,376.2)
                                                                  ----------
          LIABILITIES ASSUMED                                     $    109.9
                                                                  ==========

</TABLE>

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.


<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GreenPoint Financial Corp. (the "Company" or "GreenPoint") is a bank holding
company organized in 1993 under the laws of the state of Delaware and registered
under the Bank Holding Company Act of 1956, as amended. The Company acquired
100% of the outstanding capital stock of GreenPoint Bank (the "Bank"), a New
York State chartered savings bank, upon its conversion from the mutual to the
capital stock form of ownership on January 28, 1994. The Company is a leading
national specialty housing finance company with three principal businesses.
GreenPoint Mortgage ("GPM"), headquartered in Larkspur, California, is the
leading national lender in non-conforming residential mortgages. GPM is a result
of the combination during the second quarter of 1999, of GreenPoint Mortgage
Corp. ("GreenPoint Mortgage"), and Headlands Mortgage Company ("Headlands") (see
Note 2). GreenPoint Credit LLC ("GreenPoint Credit"), headquartered in San
Diego, California, is the second largest lender nationally in the manufactured
housing finance industry. The Bank, a New York state chartered savings bank, has
$11.2 billion in deposits in 74 branches serving more than 400,000 households in
the Greater New York City area.

(a)  BASIS OF PRESENTATION

The consolidated financial statements include the accounts of the Company, the
Bank and its wholly-owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation. When necessary, certain
reclassifications of prior year financial statement amounts have been made to
conform to the current year presentation.

     In preparing the Consolidated Financial Statements, management is required
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the Consolidated Statements of Financial Condition and Consolidated
Statements of Income for the period. Actual results could differ from those
estimates.

(b)  SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL AND SECURITIES SOLD UNDER
     AGREEMENTS TO REPURCHASE

The Company enters into short-term purchases of securities under agreements to
resell ("reverse repurchase agreements") and sales of securities under
agreements to repurchase substantially identical securities ("repurchase
agreements"). The amounts advanced under reverse repurchase agreements and the
amounts borrowed under repurchase agreements are carried on the balance sheet at
the amount advanced or borrowed, respectively plus accrued interest. Interest
earned on reverse repurchase agreements and interest incurred on repurchase
agreements are reported as interest income and interest expense, respectively.

(c)  SECURITIES HELD TO MATURITY AND SECURITIES AVAILABLE FOR SALE

Securities classified as held to maturity are carried at amortized cost. The
Company has the positive intent and ability to hold these securities to
maturity.

     Securities that may be sold in response to or in anticipation of changes in
interest rates and resulting prepayment risk, or other factors, are classified
as available for sale and are carried at fair value. Unrealized gains and losses
on these securities are reported, net of applicable taxes, in accumulated other
comprehensive income, as a separate component of stockholders' equity.

     Amortization of premiums and accretion of discounts are reported in
interest income, using a method which results in a level yield over the
estimated life of the security.

     Gains and losses on the sale of securities are determined using the
specific identification method.

(d)  LOANS RECEIVABLE HELD FOR INVESTMENT

Loans receivable held for investment are stated at the aggregate of their
remaining unpaid principal balances, less any related charge-offs, net deferred
loan fees, unearned discount and allowance for loan losses.

     Interest income on loans receivable is recognized on an accrual basis
except when a loan has been past due 90 days or upon determination that
collection is doubtful. When a loan is placed on non-accrual status, all accrued
but unpaid interest receivable is reversed and charged against current interest
income. Thereafter, interest income on non-accrual loans is recorded only when
received in cash. A loan is returned to accrual status when the principal and
interest are no longer past due and the borrower's ability to make periodic
principal and interest payments is reasonably assured.

     Loan fees and certain direct loan origination costs are deferred. Net
deferred fees are amortized into interest income over the contractual life of
the loan using the level-yield method.

(e)  ALLOWANCE FOR LOAN LOSSES

Management's periodic evaluation of the adequacy of the allowance for loan
losses is based on the Company's past loan loss experience, known and
inherent risks in the loan portfolio, adverse situations which may affect the
borrowers' ability to repay, the estimated value of the underlying real
estate collateral and current economic and market conditions within the
geographic areas surrounding the underlying real estate.

     The allowance for loan losses is increased by provisions for loan losses
charged to income and is reduced by charge-offs, net of recoveries.


                                      28|29

<PAGE>

(f)  LOANS RECEIVABLE HELD FOR SALE

Loans receivable held for sale are carried at the lower of cost or estimated
fair value in the aggregate. Net unrealized losses are provided for in a
valuation allowance created through charges to income. Transfers from loans held
for investment to loans held for sale are recorded at the lower of cost or
estimated fair value in the aggregate.

(g)  GOODWILL

Goodwill arising from the 1995 acquisition of the New York branches of Home
Savings of America and the 1998 acquisition of the manufactured housing finance
business of BankAmerica Housing Services ("BAHS") is being amortized using the
straight-line method over 15 years. The goodwill associated with the 1995
BarclaysAmerican/ Mortgage acquisition is being amortized using the
straight-line method over 5 years. These intangible assets are evaluated for
impairment by management on a on-going basis.

(h)  OTHER REAL ESTATE OWNED

Other real estate owned ("ORE") consists of real estate acquired through
foreclosure or deed in lieu of foreclosure. ORE is recorded at the lower of cost
or estimated fair value less estimated selling costs at the time of foreclosure.
Valuation write downs made at or shortly after the acquisition date are charged
against the Company's allowance for loan losses.

     Subsequent declines in the estimated fair value, net operating results, and
gains and losses on the disposition of the related properties are charged
against the Company's operating results as incurred.

(i)  DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses various hedging instruments to manage interest rate exposure.
On a prospective basis, the Company performs various analyses to establish an
expectation that the results of the hedging instrument will substantially offset
the effects of changes in the fair value of the hedged item. Throughout the
reporting period, the Company evaluates the hedging relationship to assess
whether high correlation has been achieved. The accounting for the hedging
instruments that meet high correlation is discussed below. If high correlation
is not achieved, the hedging instruments are redesignated as trading instruments
and marked to market through earnings.

     The Company uses interest rate swaps to manage interest rate exposure
associated with its fixed rate mortgage loan portfolio held for investment. At
the inception of the transactions, the Company designates these instruments as
hedges of specific pools of mortgage loans. These swaps are accounted for under
the accrual method, whereby interest income (expense) associated with the swaps
is accrued and reported as an adjustment to mortgage loan interest income.
Realized gains or losses from the settlement or termination of the swaps are
deferred on the balance sheet as a component of mortgage loans and are amortized
to interest income over the remaining life of the hedged item. Amortization
commences when the contract is settled or terminated. If the related mortgage
loans are sold or otherwise disposed, any deferred gain or loss on the swap is
recognized as an adjustment to the gain or loss on disposition of the mortgage
loans.

     The Company also uses interest rate swaps to manage the interest rate
exposure associated with manufactured housing loans during the accumulation
period prior to sale or securitization. The Company uses mandatory forward
delivery commitments to manage the interest rate exposure associated with
mortgage loans and mortgage loan interest rate lock commitments during the
accumulation period prior to sale or securitization. Realized gains or losses on
the termination or settlement of the swaps or the mandatory forward delivery
commitments are reported as a component of the gain on sale of the related
loans. Unrealized gains or losses are deferred and considered in the lower of
cost or fair value analysis performed on related loans receivable held for sale
and the analysis for potential accruals on interest rate lock commitments. The
effect of current period payments under the swap contracts is included as an
adjustment to interest income on loans receivable held for sale.

     On January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative and Hedging Activities" ("SFAS
133"), as amended, in accounting for its derivative financial instruments. The
effect of the adoption of the standard is not expected to be material to the
Company's 2001 financial statements.

(j)  BANKING PREMISES AND EQUIPMENT

Buildings, equipment, improvements and furniture and fixtures are carried at
cost, less accumulated depreciation and amortization. Buildings, equipment and
furniture and fixtures are depreciated over their estimated useful lives using
the straight-line method. Leasehold improvements are amortized using the
straight-line method over the shorter of their estimated useful lives or the
terms of related leases.

(k)  STOCK-BASED COMPENSATION PLANS

Deferred compensation for stock award plans is recorded as a reduction of
stockholders' equity and is calculated as the cost of the shares purchased by
the Bank and contributed to the plan. Compensation expense is recognized over
the vesting period of actual stock awards based upon the fair value of shares at
the award date.

     Compensation expense for the Employee Stock Ownership Plan and Trust
("ESOP") is recognized for the number of shares allocated to ESOP participants
as they are committed to be released. The difference between the fair value of
the shares allocated and the cost of the shares to the ESOP is charged or
credited to additional paid-in capital.

     The Company adopted the disclosure approach under Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123") under which the Company discloses in the notes to the financial statements
the pro forma effects on net income


<PAGE>

and earnings per share, determined as if the fair value-based method had been
applied in measuring compensation cost. The Company continues to apply APB
Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") in
accounting for its plans. Accordingly, no compensation cost has been recognized
for the Company's stock option plans.

(l) ACCOUNTING FOR LOAN SALES

The Company sells loans both in the whole loan market as well as through various
securitization vehicles.

     When the Company sells mortgages or manufactured housing loans on a whole
loan basis, in some cases it retains the servicing rights related to the loans.
In instances where the Company does not retain the servicing rights to the
loans, the gain or loss on the sale is equal to the difference between the
proceeds received and the book basis of the loans sold. In instances where the
Company does retain the servicing rights, the gain or loss also depends in part
on the fair value attributed to the servicing rights.

     When the Company securitizes manufactured housing loans and mortgages it
may retain servicing rights and one or more retained interests. In addition, the
Company may sell loans under recourse arrangements, which may be in the form of
a corporate guarantee issued by the Bank and backed by a letter of credit or a
credit default swap. In calculating the gain or loss on the sale, the Company
allocates the cost basis of the loans sold between the assets sold, and the
retained interests and servicing rights based on their relative fair values at
the date of sale. The liabilities associated with these guarantees are reported
as a component of liabilities under recourse exposure. A gain or loss is
recognized as the difference between the cash proceeds from the sale and the
allocated cost basis of the assets sold, less the estimated fair value of the
corporate guarantee.

(m)  RETAINED INTERESTS

Retained interests include interest-only strips, subordinated certificates,
transferor interests and the recorded liabilities for limited recourse provided
on mortgage loans and recourse provided on manufactured housing loans
securitized and sold.

     The Company adopted the Emerging Issues Task Force Issue No. 99-20
"Recognition of Interest Income and Impairment on Purchased and Retained
Beneficial Interests in Securitized Financial Assets" under which interest
income and expense on retained interests are recognized using the effective
yield method. The Company classifies its retained interests in securitizations
as available for sale and carries these securities at fair value. If the fair
value of retained interests declines below its carrying amount (excluding
unrealized gains), the change in valuation is recognized in the consolidated
statement of income and is classified as a change in valuation of retained
interests. Unrealized gains are reported, net of applicable taxes, in
accumulated other comprehensive income, as a separate component of stockholders'
equity.

     On a quarterly basis, GreenPoint reviews the adequacy of the liability
under recourse exposure based on management's best estimate of future cash flows
associated with the recourse arrangement. The change in valuation is recognized
in the Consolidated Statement of Income as a change in valuation of retained
interests.

     To obtain fair values, quoted market prices are used if available. Because
market quotes are generally not available for retained interests, the Company
generally estimates fair value based upon the present value of estimated future
cash flows using assumptions of prepayments, defaults, loss severity rates, and
discount rates that the Company believes market participants would use for
similar assets and liabilities.

(n)  SERVICING ASSETS

Servicing assets are carried at the lower of cost or fair value and are
amortized in proportion to and over the period of net servicing income.

     The Company stratifies its servicing assets based on the risk
characteristics of the underlying loan pools and the assets are evaluated for
impairment based on the risk characteristics. A valuation allowance is
recognized through a charge to current earnings for servicing assets that have
an amortized balance in excess of the current fair value.

     The fair value of servicing assets is determined by calculating the present
value of estimated future net servicing cash flows, using assumptions of
prepayments, defaults, servicing costs and discount rates that the Company
believes market participants would use for similar assets.

(o)  INCOME TAXES

The Company and certain of its subsidiaries file consolidated tax returns with
the Federal, state and local taxing authorities. Other subsidiaries file
separate domestic tax returns as required.

     Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to the differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases ("temporary differences"). Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which temporary differences are expected to be recovered or settled. A
valuation allowance is provided for deferred tax assets where realization is not
considered "more likely than not." The effect of changes in tax laws or rates on
deferred tax assets and liabilities is recognized in the period that includes
the enactment date.

(p)  EARNINGS PER SHARE

Basic earnings per share ("EPS") is calculated by dividing net income by the
weighted average number of common shares outstanding, with no consideration of
potential outstanding shares. Diluted EPS is calculated using the same method as
basic EPS, but reflects the potential dilution that


                                      30|31

<PAGE>

would occur if stock options or other contracts were exercised and converted
into common stock. Common stock equivalents are computed using the treasury
stock method. ESOP shares that have been allocated to participants' accounts or
are committed to be released for allocation are considered outstanding for EPS
calculation.

(q)  STATEMENT OF CASH FLOWS

For the purpose of reporting cash flows, cash and cash equivalents include cash
and due from banks, interest-bearing deposits in other banks, federal funds sold
and reverse repurchase agreements, all of which have initial maturities of less
than ninety days.

NOTE 2    BUSINESS ACQUISITIONS

On September 30, 1998, the Company purchased the manufactured housing finance
business of BAHS, a division of Bank of America, FSB, for a cash premium of $605
million. The purchase included BAHS' loan origination and servicing platforms,
its servicing portfolio of $11.2 billion and related revenue stream, and $766.4
million of loans held for sale. The acquisition was treated as a purchase for
accounting and financial reporting purposes, resulting in $478.6 million of
tax-deductible goodwill, which is amortized over 15 years. The acquisition was
financed through available capital and the proceeds of an offering of GreenPoint
common stock.

     On December 7, 1998, the Company acquired the dealer origination segment of
NationsCredit's manufactured housing business. The purchase provides the Company
with access to NationsCredit's dealer business throughout the United States.

     On March 30, 1999, the Company completed the acquisition of Headlands. The
acquisition was accounted for as a tax-free pooling of interests, with 0.62
shares of the Company's stock being exchanged for each share of Headlands stock.
Accordingly, the Company's consolidated financial statements have been restated
for all periods prior to the business combination to include the combined
financial results of GreenPoint and Headlands.

     There were no transactions between GreenPoint and Headlands prior to the
acquisition. Certain reclassifications were made to the Headlands financial
statements to conform to GreenPoint's presentations.

NOTE 3    RESTRICTIONS ON CASH AND DUE FROM BANKS

The Company is required to maintain reserves on deposit with the Federal Reserve
Bank of New York. The amount of required reserves on deposit at December 31,
2000 was $9.1 million. The average amount of those reserve deposits was
approximately $26.6 million for the year ended December 31, 2000.

NOTE 4    SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL

The maximum amounts of reverse repurchase agreements outstanding on any day
during the years ended December 31, 2000 and 1999, were $825.5 million and
$872.0 million, respectively. The average amounts of these agreements
outstanding during the years ended December 31, 2000 and 1999, were $41.5
million and $463.1 million, respectively.

     During 2000 and 1999, the underlying securities purchased under resale
agreements were delivered into a third-party account that recognizes the
Company's rights and interests in these securities.

<PAGE>

NOTE 5    SECURITIES

SECURITIES AVAILABLE FOR SALE

The amortized cost and estimated fair value of securities available for sale at
December 31, 2000 and 1999 are summarized as follows:

<TABLE>
<CAPTION>

                                                                         GROSS       GROSS
                                                         AMORTIZED  UNREALIZED  UNREALIZED          FAIR
(IN MILLIONS)                                                 COST       GAINS      LOSSES         VALUE
---------------------------------------------------------------------------------------------------------------
SECURITIES AVAILABLE FOR SALE                                        DECEMBER 31, 2000
---------------------------------------------------------------------------------------------------------------
<S>                                                     <C>            <C>         <C>       <C>

U.S. GOVERNMENT AND FEDERAL AGENCY OBLIGATIONS:
   Agency notes/Asset-backed securities                 $    158.0     $   1.0     $ (0.2)   $    158.8
Mortgage-backed securities                                   756.7         4.3       (2.8)        758.2
Collateralized mortgage obligations                        1,926.2         8.8       (1.3)      1,933.7
Trust certificates collateralized by GNMA securities          12.6        --         --            12.6
Corporate bonds                                               33.9        --         (1.6)         32.3
Other                                                        167.4         3.2       --           170.6
---------------------------------------------------------------------------------------------------------------
   Total securities available for sale                  $  3,054.8     $  17.3     $ (5.9)   $  3,066.2
===============================================================================================================
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                                         GROSS       GROSS
                                                         AMORTIZED  UNREALIZED  UNREALIZED            FAIR
(IN MILLIONS)                                                 COST       GAINS      LOSSES           VALUE
---------------------------------------------------------------------------------------------------------
SECURITIES AVAILABLE FOR SALE                                         DECEMBER 31, 1999
---------------------------------------------------------------------------------------------------------
<S>                                                     <C>            <C>        <C>          <C>

U.S. GOVERNMENT AND FEDERAL AGENCY OBLIGATIONS:
   Agency notes/Asset-backed securities                 $    139.8     $   --     $  (1.7)     $    138.1
Mortgage-backed securities                                   918.1         --       (23.9)          894.2
Collateralized mortgage obligations                          589.8         --        (6.3)          583.5
Trust certificates collateralized by GNMA securities          16.7         --          --            16.7
Corporate asset-backed securities                             25.0         --          --            25.0
Corporate bonds                                               33.8        0.1        (0.2)           33.7
Commercial paper                                             169.4         --          --           169.4
Other                                                        114.8         --        (0.7)          114.1
---------------------------------------------------------------------------------------------------------
   Total securities available for sale                  $  2,007.4     $  0.1     $ (32.8)     $  1,974.7
=========================================================================================================
</TABLE>

During the year ended December 31, 2000, the Company sold available for sale
securities aggregating $763.4 million, resulting in gross realized gains of $4.4
million and gross realized losses of $0.4 million.

     During the year ended December 31, 1999, the Company sold available for
sale securities aggregating $102.2 million, resulting in gross realized gains of
$1.8 million and gross realized losses of $0.9 million.

     During the year ended December 31, 1998, the Company sold available for
sale securities aggregating $1.0 billion, resulting in gross realized gains of
$3.7 million and gross realized losses of $1.1 million.

     Mortgage-backed securities and collateralized mortgage obligations, most of
which have contractual maturities of more than 10 years, are subject to
scheduled and nonscheduled principal payments which shorten the average life to
an estimated 4.1 years. The amortized cost and estimated fair value of
securities at December 31, 2000 by contractual maturity are summarized below:

<TABLE>
<CAPTION>

                                         SECURITIES AVAILABLE FOR SALE  SECURITIES HELD TO MATURITY
---------------------------------------------------------------------------------------------------
                                             AMORTIZED            FAIR      AMORTIZED          FAIR
(IN MILLIONS)                                     COST           VALUE           COST         VALUE
---------------------------------------------------------------------------------------------------
MATURITY SCHEDULE OF SECURITIES                                 DECEMBER 31, 2000
---------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>                <C>           <C>
Due in one year or less                     $       --      $       --         $   --        $   --
Due after one year through five years            263.2           263.1            0.9           0.9
Due after five years through ten years           180.6           180.6            0.5           0.5
Due after ten years                            2,611.0         2,622.5            1.1           1.1
---------------------------------------------------------------------------------------------------
   Total securities                         $  3,054.8      $  3,066.2         $  2.5        $  2.5
===================================================================================================
</TABLE>

The Company lends portions of its investment in U.S. government and agency
securities to pre-authorized securities dealers in return for a securities
lending fee. These loaned securities are collateralized at 102% of their fair
value with government and/or agency securities. At December 31, 2000, there were
no securities on loan to securities dealers. At December 31, 1999, the Company
had $43.9 million of securities on loan to securities dealers. The maximum
amount of securities loaned on any day during the years ended December 31, 2000
and 1999 was $43.9 million and $203.0 million, respectively.

     Securities pledged to creditors pursuant to repurchase agreements which can
be sold or repledged are separately disclosed in the Consolidated Statements of
Financial Condition. Additionally, securities pledged pursuant to the Company's
obligations under loan sale and securitization transactions and for other
purposes at December 31, 2000 and 1999 totaled $330.2 million and $162.7,
respectively.

NOTE 6    LOANS RECEIVABLE HELD FOR INVESTMENT

The Company's loans receivable held for investment balances are summarized as
follows:

<TABLE>
<CAPTION>

                                                    DECEMBER 31,
----------------------------------------------------------------
(IN MILLIONS)                                  2000         1999
----------------------------------------------------------------
<S>                                      <C>          <C>

Conventional first mortgage loans:
  Residential one- to four-family        $  6,983.2   $  7,453.8
  Residential multi-family                    366.2        457.6
  Commercial property                         630.3        626.5
Second mortgage and home equity loans         136.5        110.9
Manufactured housing loans                    513.7        590.1
Other                                          66.5         69.3
----------------------------------------------------------------
Total loans receivable held
  for investment                            8,696.4      9,308.2
Net deferred loan origination fees
  and unearned discount                        (9.0)       (15.0)
Allowance for loan losses                    (113.0)      (113.0)
----------------------------------------------------------------

Loans receivable held for
  investment, net                        $  8,574.4   $  9,180.2
================================================================

</TABLE>


                                      32|33

<PAGE>

NON-ACCRUAL AND PAST DUE LOANS

The outstanding balances of non-accrual loans and loans past due 90 days or more
as of December 31, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>

                                                               DECEMBER 31,
---------------------------------------------------------------------------
                                             2000               1999
---------------------------------------------------------------------------
                                          NON-     PAST       NON-     PAST
(IN MILLIONS)                          ACCRUAL      DUE    ACCRUAL      DUE
---------------------------------------------------------------------------
<S>                                   <C>        <C>      <C>        <C>
MORTGAGE LOANS SECURED BY:
  Residential one- to four-family     $  169.7   $   --   $  173.0   $   --
  Residential multi-family                12.1       --       24.1       --
  Commercial property                     13.8       --       22.2       --
Other loans                                1.7      4.1        0.2      3.5
---------------------------------------------------------------------------
Total(1)                              $  197.3   $  4.1   $  219.5   $  3.5
===========================================================================

</TABLE>

(1)  INCLUDES $5.6 MILLION AND $5.9 MILLION OF NON-ACCRUAL MORTGAGE LOANS UNDER
     90 DAYS PAST DUE AT DECEMBER 31, 2000 AND 1999, RESPECTIVELY.

The effect of non-accrual loans on interest income is as follows:

<TABLE>
<CAPTION>

                                       YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
(IN MILLIONS)                         2000      1999      1998
--------------------------------------------------------------
<S>                                <C>       <C>       <C>

INTEREST INCOME:
  As originally contracted         $  23.9   $  30.3   $  37.0
  As recognized                      (22.4)    (27.4)    (30.7)
--------------------------------------------------------------
Reduction of interest income       $   1.5   $   2.9   $   6.3
==============================================================

</TABLE>

ALLOWANCE FOR LOAN LOSSES

Activity in the allowance for loan losses is summarized as follows:

<TABLE>
<CAPTION>

                                         AT OR FOR THE YEAR ENDED
                                                DECEMBER 31,
--------------------------------------------------------------------
(IN MILLIONS)                         2000         1999         1998
--------------------------------------------------------------------
<S>                              <C>          <C>          <C>
Balance at beginning of year     $   113.0    $   113.0    $   109.0
Provisions charged to income          36.9         14.2         13.8
CHARGE-OFFS:
  Mortgage                            (6.1)        (7.8)        (9.3)
  Manufactured Housing               (43.1)       (11.9)        (1.6)
RECOVERIES:
  Mortgage                             0.3          0.5          0.8
  Manufactured Housing                12.0          5.0          0.3
--------------------------------------------------------------------
Balance at end of year           $   113.0    $   113.0    $   113.0
====================================================================

</TABLE>

GEOGRAPHIC CONCENTRATION

As of December 31, 2000, 63% of the Company's mortgage loan portfolio was
secured by properties located in New York State. The properties securing the
remaining portfolio are dispersed throughout the country, with no state
representing more than 10%.

NOTE 7    RECOURSE ARRANGEMENTS, RETAINED INTERESTS IN SECURITIZATIONS
          AND SERVICING ASSETS

GreenPoint securitizes manufactured housing loans and mortgages and may enter
into recourse arrangements in the form of the retention of subordinated
interests or the issuance of a corporate guarantee. In addition, when GreenPoint
securitizes and sells manufactured housing loans and mortgages, it may retain
servicing assets. The following describes the balances associated with recourse
arrangements, the balances and activity in the corresponding retained interests,
the balances and activity in servicing assets and the economic assumptions used
in valuing the retained interests and servicing assets.

RECOURSE ARRANGEMENTS

GreenPoint has established liabilities for limited recourse provided on mortgage
loans and recourse provided on manufactured housing loans that have been
securitized or sold. The investors and the securitization trusts have no
recourse to GreenPoint's other assets for failure of debtors to pay when due,
except for the retained interests related to both mortgage and manufactured
housing securitizations and the liability under the corporate guarantee related
to the manufactured housing securitizations.

     GreenPoint has loans sold with recourse with the following principal
balances, maximum recourse exposures and recorded liabilities:

<TABLE>
<CAPTION>

                                       DECEMBER 31, 2000
------------------------------------------------------------------
                                              MAXIMUM
                               PRINCIPAL     RECOURSE    RECORDED
(IN MILLIONS)                    BALANCE     EXPOSURE   LIABILITY
------------------------------------------------------------------
<S>                            <C>          <C>            <C>
Manufactured housing
  securitizations              $ 5,057.2    $   898.8      $ 120.8
Manufactured housing
  sales                            333.8        333.8         10.0
Mortgage securitizations(1)      1,744.3        112.6           --
Mortgage sales(2)                1,175.0      1,151.5          1.0
==================================================================

</TABLE>

<TABLE>
<CAPTION>

                                      DECEMBER 31, 1999
---------------------------------------------------------------
                                            MAXIMUM
                              PRINCIPAL     RECOURSE    RECORDED
(IN MILLIONS)                   BALANCE     EXPOSURE   LIABILITY
----------------------------------------------------------------
<S>                           <C>            <C>          <C>
Manufactured housing
  securitizations             $ 2,982.0      $ 442.5      $ 21.6
Manufactured housing
  sales                           350.2        350.2        10.7
Mortgage securitizations(1)     1,142.6         71.9        --
Mortgage sales(2)                 468.2        458.8         0.3
================================================================

</TABLE>

(1)  THE NET PRESENT VALUE OF EXPECTED CASH OUTFLOWS ON THE MORTGAGE
     SECURITIZATION RECOURSE ARRANGEMENTS IS REFLECTED IN THE VALUATION OF THE
     MORTGAGE RETAINED INTERESTS.

(2)  THE RECOURSE ARRANGEMENTS UNDER THE MORTGAGE SALE TRANSACTIONS REPRESENT A
     RISK SHARING ARRANGEMENT IN WHICH GREENPOINT HAS TRANSFERRED THE FIRST 2%
     OF LOSSES TO THE PURCHASER.

In addition to the recourse arrangements described in the table above, at
December 31, 2000 and 1999, GreenPoint has provided representations and
warranties on mortgage loans with remaining principal balances of $6.7 billion
and $4.1 billion, respectively. GreenPoint has established liabilities related
to representations and warranties for mortgage loans of $7.1 million and $6.4
million at December 31, 2000 and 1999, respectively.


<PAGE>

     The following presents quantitative information about delinquencies and net
credit losses on loans sold with recourse:

<TABLE>
<CAPTION>

                                       AT AND FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------------
                                        2000         1999          2000        1999
-----------------------------------------------------------------------------------
(IN MILLIONS)                      MANUFACTURED HOUSING          MORTGAGE
-----------------------------------------------------------------------------------
<S>                               <C>          <C>          <C>          <C>
Principal balance of loans        $  5,391.0   $  3,332.2   $  2,919.3   $  1,610.8
Principal balance of loans
  90 days or more past due(1)          182.1         51.8         28.7          2.7
Net credit losses(2)                    61.8         12.7          2.6          1.7
===================================================================================

</TABLE>

(1)  MANUFACTURED HOUSING PAST DUE LOANS INCLUDE REPOSSESSED INVENTORY.

(2)  NET CREDIT LOSSES ARE PRINCIPAL CHARGE-OFFS, NET OF RECOVERIES FROM SALE
     PROCEEDS.

BALANCES AND CHANGES IN RETAINED INTERESTS

The activity in the recorded liability for manufactured housing securitizations
and sales is summarized as follows:

<TABLE>
<CAPTION>

                                  AT AND FOR THE YEAR ENDED
                                         DECEMBER 31,
---------------------------------------------------------------------
(IN MILLIONS)                          2000         1999         1998
---------------------------------------------------------------------
<S>                                 <C>          <C>          <C>
LIABILITY FOR RECOURSE EXPOSURE
Balance at beginning of year        $    32.3    $     5.2    $    --
Provisions charged to income
  at securitization/sale                  0.9         30.6        5.2
Letter of credit draws and
  other charges                         (22.6)        (3.2)        --
Change in valuation of
  retained interests                    120.2         (0.3)        --
---------------------------------------------------------------------
Balance at end of year              $   130.8    $    32.3    $   5.2
=====================================================================

</TABLE>

The assets recognized as retained interests in securitizations include
interest-only strips, transferor interests and subordinated certificates. The
activity in retained interests in securitizations is summarized as follows:

<TABLE>
<CAPTION>

                                       AT AND FOR THE YEAR ENDED
                                          DECEMBER 31, 2000
--------------------------------------------------------------------
                                       MANU-
                                    FACTURED
(IN MILLIONS)                        HOUSING    MORTGAGE       TOTAL
--------------------------------------------------------------------
<S>                                  <C>        <C>         <C>
RETAINED INTERESTS IN
SECURITIZATIONS
Balance at beginning of year         $  52.7    $   71.9    $  124.6
Additions from securitizations:
  Interest-only strips and other        59.1        38.3        97.4
  Subordinated certificates             49.8        --          49.8
Interest income                          2.6        19.6        22.2
Cash received                          (15.4)      (16.5)      (31.9)
Unrealized gain                          1.6         5.4         7.0
Change in valuation of
  retained interests                   (13.8)       (6.1)      (19.9)
Sales of subordinated
  certificates                         (90.2)       --         (90.2)
--------------------------------------------------------------------
Balance at end of year               $  46.4    $  112.6    $  159.0
====================================================================

</TABLE>

On a quarterly basis, GreenPoint reviews retained interests for impairment based
on management's best estimate of future cash flows associated with the retained
interest. GreenPoint also reviews the adequacy of the value of the recorded
liability on a quarterly basis, based on management's best estimate of future
cash flows associated with the corporate guarantee.

     During the year ended December 31, 2000, GreenPoint recorded a $140.1
million charge to adjust its retained interests to fair value. The charge
consisted of $120.2 million to adjust its manufactured housing corporate
guarantee liability, $13.8 million to adjust its manufactured housing
interest-only strip to fair value and $6.1 million to adjust its mortgage
interest-only strip to fair value. The manufactured housing charges were
primarily related to the effects of increases in expected default rates and loss
severity on repossessed units. The mortgage charge primarily reflects expected
increases in prepayment and default rates on home equity lines of credit.

RETAINED INTERESTS ASSUMPTIONS

The key economic assumptions used in estimating the fair value of retained
interests capitalized during the year ended December 31, 2000 and the
assumptions used in estimating the fair value of the entire portfolio of
retained interests at December 31, 2000 were as follows:

<TABLE>
<CAPTION>

                            CAPITALIZED DURING               ESTIMATE OF
                                THE YEAR ENDED             FAIR VALUE AT
                             DECEMBER 31, 2000         DECEMBER 31, 2000
---------------------------------------------------------------------------------------------------------------
                             MANU-                 MANU-
                          FACTURED                 FACTURED
                           HOUSING    MORTGAGE     HOUSING      MORTGAGE
------------------------------------------------------------------------
<S>                       <C>         <C>          <C>          <C>
Weighted average life
  (in years)                   4.9         1.5         4.6           1.4
Weighted average
  prepayment rate(1)         12.2%       46.5%       12.4%         47.4%
Weighted average
  default rate                3.3%        0.6%        4.4%          0.8%
Loss severity rate           59.6%      100.0%       63.6%        100.0%
Asset cash flows
  discounted at              14.0%       13.4%       14.0%         12.8%
Liability cash flows
  discounted at               7.0%          --        6.5%            --
========================================================================

</TABLE>

(1)  EXCLUDES WEIGHTED AVERAGE DEFAULT RATE.


                                      34|35

<PAGE>

At December 31, 2000, the key economic assumptions and the sensitivity of the
current fair value of residual cash flows to immediate 10 percent and 20 percent
adverse changes in those assumptions are as follows:

<TABLE>
<CAPTION>

                                        DECEMBER 31, 2000
-----------------------------------------------------------
                                          MANU-
                                       FACTURED
                                         HOUSING   MORTGAGE
-----------------------------------------------------------
<S>                                     <C>        <C>

FAIR VALUE OF RETAINED INTERESTS
  IN SECURITIZATIONS                    $   46.4   $  112.6
FAIR VALUE OF RECORDED LIABILITY        $  120.8   $     --
WEIGHTED AVERAGE PREPAYMENT RATE(1)
Impact on fair value of 10%
  adverse change                        $    3.5   $    7.2
Impact on fair value of 20%
  adverse change                        $    6.5   $   12.9
WEIGHTED AVERAGE DEFAULT RATE
Impact on fair value of 10%
  adverse change                        $   53.4   $    1.4
Impact on fair value of 20%
  adverse change                        $  104.5   $    2.9
LOSS SEVERITY RATE
Impact on fair value of 10%
  adverse change                        $   51.2   $     --
Impact on fair value of 20%
  adverse change                        $  101.4   $     --
ASSET CASH FLOWS DISCOUNT RATE
Impact on fair value of 10%
  adverse change                        $    2.2   $    2.4
Impact on fair value of 20%
  adverse change                        $    4.1   $    4.8
LIABILITY CASH FLOWS DISCOUNT RATE
Impact on fair value of 10%
  adverse change                        $    0.4   $     --
Impact on fair value of 20%
  adverse change                        $    0.8   $     --
===========================================================

</TABLE>

(1)  EXCLUDES WEIGHTED AVERAGE DEFAULT RATE.

These sensitivities are hypothetical and should be used with caution. The
changes in fair value based on a variation in assumptions may not be
extrapolated because the relationship of the change in assumption to the change
in fair value may not be linear. Also, in this table, the effect of a variation
in a particular assumption on the fair value of the retained interest is
calculated without changing any other assumption; in reality, changes in one
factor may result in changes in another, which might magnify or counteract the
sensitivities.

SERVICING ASSETS

On a quarterly basis, GreenPoint reviews capitalized servicing rights for
impairment. This review is performed based on risk strata, which are determined
on a disaggregated basis given the predominant risk characteristics of the
underlying loans. For manufactured housing loans, the predominant risk
characteristics are loan type and interest rate type. For mortgage loans, the
predominant risk characteristics are loan type and interest rate.

     GreenPoint receives annual servicing fees approximating 1.0% and 0.5% of
the principal balances for manufactured housing loans and mortgage loans,
respectively, and rights to future cash flows arising after the investors in the
securitization trusts receive the return for which they are contracted.

The activity in servicing assets is summarized as follows:

<TABLE>
<CAPTION>

                                              AT AND FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------------------------
                                     2000      1999       1998       2000       1999       1998
-----------------------------------------------------------------------------------------------
(IN MILLIONS)                           MANUFACTURED HOUSING                   MORTGAGE
-----------------------------------------------------------------------------------------------
<S>                                <C>       <C>        <C>        <C>        <C>        <C>
SERVICING ASSETS
Balance at beginning of year       $126.3    $115.1     $   --     $ 54.3     $ 30.8     $ 32.1
Purchases                              --        --      108.3         --         --         --
Additions                            46.7      44.7       15.0       47.2       49.9       41.9
Sales                                --        --         --        (27.6)     (12.0)     (25.7)
Amortization                        (30.9)    (33.5)      (8.2)     (14.5)     (14.4)     (17.5)
-----------------------------------------------------------------------------------------------
Balance at end of year              142.1     126.3      115.1       59.4       54.3       30.8
-----------------------------------------------------------------------------------------------
RESERVE FOR IMPAIRMENT
  OF SERVICING ASSETS
Balance at beginning of year           --        --         --         --         --         --
Additions                              --        --         --       (4.8)        --         --
-----------------------------------------------------------------------------------------------
Balance at end of year                 --        --         --       (4.8)        --         --
-----------------------------------------------------------------------------------------------
SERVICING ASSETS, NET              $142.1    $126.3     $115.1     $ 54.6     $ 54.3     $ 30.8
===============================================================================================
</TABLE>


<PAGE>

At December 31, 2000, the estimated fair values of manufactured housing and
mortgage servicing assets were $169.0 million and $63.7 million, respectively.

     The significant assumptions used in estimating the fair value of the
servicing assets were as follows:

<TABLE>
<CAPTION>
                                       DECEMBER 31, 2000
--------------------------------------------------------
                                         MANU-
                                      FACTURED
                                       HOUSING  MORTGAGE
--------------------------------------------------------
<S>                                       <C>       <C>
Weighted average prepayment rate(1)       12.9%     23.6%
Weighted average life (in years)           4.3       4.3
Weighted average default rate              3.9%      4.5%
Cash flows discounted at                  14.0%      9.9%
========================================================

</TABLE>

(1)  EXCLUDES WEIGHTED AVERAGE DEFAULT RATE.

At December 31, 2000, the sensitivities to immediate 10 percent and 20 percent
adverse changes in weighted average prepayment rates were $6.8 million and $13.1
million, respectively, for manufactured housing servicing assets and $2.5
million and $5.6 million, respectively, for mortgage servicing assets.

SECURITIZATION TRUST CASH FLOWS

GreenPoint's manufactured housing and mortgage securitizations utilize trusts
that engage in the business of holding loans, issuing certificates and making
payments on certificates. The following table summarizes certain cash flows
received from securitization trusts:

<TABLE>
<CAPTION>
                                             YEAR ENDED
                                          DECEMBER 31, 2000
-------------------------------------------------------------
                                           MANU-
                                        FACTURED
(IN MILLIONS)                            HOUSING     MORTGAGE
-------------------------------------------------------------
<S>                                   <C>          <C>
Proceeds from new securitizations     $  2,429.3   $  1,005.6
Servicing fees received                     40.4          6.8
=============================================================

</TABLE>

NOTE 8    OTHER REAL ESTATE OWNED

The following is a summary of ORE owned by the Company:

<TABLE>
<CAPTION>

                                          DECEMBER 31,
-------------------------------------------------------
(IN MILLIONS)                            2000      1999
-------------------------------------------------------
<S>                                   <C>        <C>
Property type:
  Residential one- to four-family     $  10.1    $  5.4
  Residential multi-family                0.4       1.4
  Commercial                              2.5       1.1
Allowance for declines in value          (0.6)     (0.3)
-------------------------------------------------------
Other real estate owned, net          $  12.4    $  7.6
=======================================================

</TABLE>

The following is a summary of ORE operating income activity:

<TABLE>
<CAPTION>

                                 YEAR ENDED DECEMBER 31,
--------------------------------------------------------
(IN MILLIONS)                   2000      1999      1998
--------------------------------------------------------
<S>                           <C>       <C>       <C>
Operating expense, net of
  rental and other income     $  1.0    $  1.9    $  2.0
Provision for decline in
  value of ORE                   0.2       0.1       0.1
Net gain on sales of
  ORE properties                (3.0)     (5.3)     (8.1)
--------------------------------------------------------
Net ORE operating income      $ (1.8)   $ (3.3)   $ (6.0)
========================================================

</TABLE>

During the years ended December 31, 2000, 1999 and 1998, the Company acquired
through foreclosure or deed in lieu of foreclosure, loans with book values of
$23.4 million, $11.6 million and $16.6 million, respectively. Charges to the
allowance for loan losses, reducing the carrying value of ORE properties to
their estimated fair values, amounted to $2.0 million, $1.1 million and $2.0
million during the years ended December 31, 2000, 1999 and 1998, respectively.
Sales of ORE properties during these respective periods totaled $16.6 million,
$14.0 million and $27.5 million.

NOTE 9    DEPOSITS

The contractual maturities of term certificates of deposit are summarized as
follows:

<TABLE>
<CAPTION>

                                                          DECEMBER 31,
------------------------------------------------------------------------------------------
                                               2000                         1999
------------------------------------------------------------------------------------------
                                                PERCENTAGE OF                PERCENTAGE OF
(IN MILLIONS)                           AMOUNT  TERM DEPOSITS        AMOUNT  TERM DEPOSITS
------------------------------------------------------------------------------------------
<S>                                 <C>                <C>        <C>                <C>
Due within six months               $ 2,791.8          40.55%     $ 1,656.3          22.97%
Due within six to twelve months       2,630.4          38.20        3,139.2          43.55
Due within one to two years           1,193.9          17.34        2,095.3          29.07
Due within two to three years           138.4           2.01          188.5           2.61
Due within three to four years          100.5           1.46          105.2           1.46
Due within four to five years            23.1           0.34           24.4           0.34
Due beyond five years                     6.9           0.10             --             --
------------------------------------------------------------------------------------------
  Total                             $ 6,885.0         100.00%     $ 7,208.9         100.00%
==========================================================================================

</TABLE>


                                      36|37

<PAGE>

Included in term certificates of deposit are certificates in denominations of
$100,000 or more at December 31, 2000 and 1999, aggregating $1,031.6 million and
$962.5 million, respectively.

     Interest expense on deposits is summarized as follows:

<TABLE>
<CAPTION>

                                             YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------
(IN MILLIONS)                           2000        1999        1998
--------------------------------------------------------------------
<S>                                <C>         <C>         <C>

Account type:
  N.O.W.                           $     2.8   $     3.0   $     3.8
  Savings                               27.5        32.4        39.3
  Variable rate savings                 65.3        63.2        57.2
  Money market                          17.9        16.6        15.5
  Term certificates of deposit         395.4       364.5       348.2
--------------------------------------------------------------------
  Total(1)                         $   508.9   $   479.7   $   464.0
====================================================================

</TABLE>

(1)  EXCLUDES MORTGAGORS ESCROW DEPOSITS.

NOTE 10   FEDERAL HOME LOAN BANK ADVANCES

During 2000 the Company obtained advances from the Federal Home Loan Bank of New
York ("FHLB"), totaling $775 million for the year. At December 31, 2000 and
1999, the outstanding balance was $1.0 billion and $675 million, respectively.
The advances bear interest at rates ranging from 4.69% to 6.84%. Interest
expense on FHLB advances was $53.5 million and $15.3 million for the years ended
December 31, 2000 and 1999. The advances are collateralized by certain one to
four family residential mortgage loans pledged under a blanket lien to the FHLB.

     Future maturities of the FHLB advances are as follows:

<TABLE>
<CAPTION>

                               YEAR ENDED
(IN MILLIONS)                DECEMBER 31,             AMOUNT
------------------------------------------------------------
<S>                          <C>                     <C>
                                     2001               $ --
                                     2002                100
                                     2003                100
                                     2004                100
                                     2005                 --
                               thereafter                700
------------------------------------------------------------
                                    Total             $1,000
============================================================

</TABLE>

NOTE 11   GUARANTEED PREFERRED BENEFICIAL INTEREST IN COMPANY'S JUNIOR
          SUBORDINATED DEBENTURES

In June 1997, GreenPoint Capital Trust I (the "Trust"), a Delaware statutory
business trust owned by the Company, issued $200 million of 9.10% Guaranteed
Preferred Beneficial Interest in the Company's Subordinated Debentures ("Capital
Securities"). The Trust exists for the sole purpose of issuing the Capital
Securities and investing the proceeds thereof in 9.10% Junior Subordinated
Debentures to be issued by the Company. The Junior Subordinated Debentures
mature on June 1, 2027. Payment of distributions out of monies held by the
Trust, and payments on liquidation of the Trust or the redemption of Capital
Securities, are guaranteed by the Company to the extent the Trust has funds
available therefore. The obligations of the Company under the Guarantee and the
Junior Subordinated Debentures are subordinate and junior in right of payment to
all indebtedness of the Company and will be structurally subordinated to all
liabilities and obligations of the Company's subsidiaries.

     Distributions on the Capital Securities are payable semi-annually in
arrears on June 1 and December 1 of each year, commencing December 1, 1997. The
Junior Subordinated Debentures are not redeemable prior to June 1, 2007, unless
certain events have occurred.

     The proceeds from the issuance of the Capital Securities were used to
repurchase $200 million of common stock for the year ended December 31, 1997.

     Interest expense on Capital Securities was $18.3 million, for each of the
years ended December 31, 2000, 1999 and 1998, respectively.


NOTE 12  SENIOR AND SUBORDINATED BANK NOTES

In July 1997, the Company published an Offering Circular under Regulation D
authorizing it to issue, from time to time, up to $3 billion of Senior and
Subordinated Bank Notes ("Notes") with maturities ranging from 7 days to 30
years. On July 10, 1997, the Company issued $200 million of 6.70% Senior Notes
maturing July 15, 2002. Interest is paid semi-annually on January 15 and July
15. The proceeds of the Notes were used by the Company for general corporate and
banking purposes in the ordinary course of business.

     On October 4, 2000, the Bank issued $150 million of 9.25% Subordinated Bank
Notes (the "Notes"). The Notes are due October 1, 2010. Interest is payable
semi-annually on April 1 and October 1 commencing April 1, 2001. Net proceeds to
the Bank of $148.8 million were used for general corporate and banking purposes
in the ordinary course of its business. The Notes qualify as Tier 2 or
supplemental capital of the Bank under capital guidelines established by the
FDIC, subject to applicable limitations.

     Senior and subordinated bank note interest expense was $15.2 million, $13.9
million and $13.9 million for each of the years ended December 31, 2000, 1999
and 1998, respectively.

NOTE 13   RESTRUCTURING CHARGE AND NON-RECURRING PERSONNEL EXPENSE

In the first quarter of 1998, the Company recognized a non-recurring charge
of $8.3 million in personnel expense related to the retirement of senior
executives.

     On March 31, 1999, the Company recorded a $6.0 million restructuring charge
pertaining to the integration of Headlands Mortgage Company and GreenPoint
Mortgage. The restructuring charge included accruals related to the estimated
severance expenses to be incurred. During the first quarter of 2000, the Company
reevaluated the remaining restructuring liability of $2.6 million. Most of the
actions under this plan were completed or near completion and


<PAGE>

resulted in expenses being less than originally anticipated. As a result, the
Company recognized a restructuring credit of $1.4 million during the first
quarter of 2000.

     During the first quarter of 2000 the Company recorded a new restructuring
charge of $1.4 million that will be utilized to absorb severance expenses
pertaining to further integration of GPM and GreenPoint Credit.

     The Company also recorded in the third quarter of 2000, a restructuring
charge of $4.9 million relating to estimated severance expense and the cost of
exiting certain facilities, primarily at GreenPoint Credit. The restructuring
initiatives include expenses associated with aligning the size and organization
of GreenPoint Credit with lower originations expected as a result of lower
industry volume and more selective underwriting. The number of regional offices
was reduced to 25 from 45, and the workforce was cut by approximately 25%.

NOTE 14   PENSION PLAN AND OTHER EMPLOYEE BENEFITS

The Company maintains a noncontributory, qualified, defined benefit pension plan
(the "Pension Plan") covering substantially all employees who have completed one
year of service. The funding of the Pension Plan is actuarially determined on an
annual basis.

     In addition, the Company maintains a non-qualified, unfunded Supplemental
Executive Retirement Plan ("SERP") for the primary purpose of providing benefits
to certain eligible employees in excess of the limitations imposed by the
Internal Revenue Code, and also maintains a non-qualified, unfunded defined
benefit Retirement Plan for Directors who are not entitled to receive benefits
under the Pension Plan.

     The Company also provides a comprehensive medical plan to current and
certain future retirees and certain of their spouses until they become eligible
for Medicare and a Medicare Supplemental Plan once they become eligible for
Medicare. The plan was amended effective March 1, 1998 to provide different
benefit and eligibility provisions to employees who retire after that date. The
Company also offers life insurance to current and future retirees. Benefits are
funded on a pay-as-you-go basis and there are no plan assets to pre-fund the
liability.

     The following tables set forth the changes in the Company's pension plans'
and postretirement plans' accumulated benefit obligations, fair values of plan
assets and funded status:

<TABLE>
<CAPTION>

                                  PENSION               POSTRETIREMENT
                              BENEFITS DEC. 31,         BENEFITS DEC. 31,
--------------------------------------------------------------------------
(IN MILLIONS)                2000         1999         2000         1999
--------------------------------------------------------------------------
<S>                       <C>          <C>          <C>          <C>

CHANGE IN BENEFIT
  OBLIGATION:
Benefit obligation at
  beginning of year       $    36.7    $    42.1    $    10.9    $    10.0
Service cost                    3.2          3.1          0.8          0.9
Interest cost                   2.6          2.4          0.7          0.7
Benefit payments               (2.9)        (5.5)        (0.8)        (0.8)
Assumption change              --           (2.8)        --           --
Acquisition(1)                 --           --           --            1.1
Actuarial loss (gain)          (1.0)        (2.6)        (0.5)        (1.0)
--------------------------------------------------------------------------
Benefit obligation at
  end of year             $    38.6    $    36.7    $    11.1    $    10.9
==========================================================================
</TABLE>

(1)  GREENPOINT CREDIT LLC WAS ADDED TO THE PLAN JANUARY 1, 1999. HEADLANDS
     MORTGAGE COMPANY WAS ACQUIRED MARCH 30, 1999.

<TABLE>
<CAPTION>

                                          PENSION               POSTRETIREMENT
                                     BENEFITS DEC. 31,         BENEFITS DEC. 31,
----------------------------------------------------------------------------------
(IN MILLIONS)                          2000         1999         2000         1999
----------------------------------------------------------------------------------
<S>                               <C>          <C>          <C>          <C>
CHANGE IN PLAN ASSETS:
Fair value of plan assets at
  beginning of year               $    44.0    $    44.6    $      --    $      --
Actual return on plan assets            1.7          3.4           --           --
Employer contribution                   0.1          1.4          0.8          0.8
Benefits paid                          (2.8)        (5.4)        (0.8)        (0.8)
----------------------------------------------------------------------------------
Fair value of plan assets
  at end of year                  $    43.0    $    44.0    $      --    $      --
----------------------------------------------------------------------------------
RECONCILIATION OF
  FUNDED STATUS:
Funded status                     $     4.3    $     7.3    $   (11.1)   $   (10.9)
Unrecognized actuarial gain            (3.8)        (5.1)        (3.2)        (1.8)
Unrecognized prior
  service cost                         (0.9)        (1.0)        (3.0)        (3.2)
Unrecognized transition asset            --         (0.1)          --           --
----------------------------------------------------------------------------------
Net amount recognized at
  end of year                     $    (0.4)   $     1.1    $   (17.3)   $   (15.9)
----------------------------------------------------------------------------------
AMOUNTS RECOGNIZED IN THE
  STATEMENT OF FINANCIAL
  CONDITION CONSIST OF:
Prepaid benefit cost              $     1.5    $     2.8    $      --      $    --
Accrued benefit liability              (3.1)        (2.8)       (17.3)       (15.9)
Intangible asset                        0.9          0.9           --           --
Accumulated other
  comprehensive income                  0.3          0.2           --           --
----------------------------------------------------------------------------------
Net amount recognized
  at end of year                  $    (0.4)   $     1.1    $   (17.3)   $   (15.9)
==================================================================================

</TABLE>

<TABLE>
<CAPTION>

                                      PENSION                   POSTRETIREMENT
                                BENEFITS YEAR ENDED           BENEFITS YEAR ENDED
------------------------------------------------------------------------------------
                              2000      1999      1998      2000      1999      1998
------------------------------------------------------------------------------------
<S>                           <C>       <C>       <C>       <C>       <C>       <C>

WEIGHTED AVERAGE
ASSUMPTIONS:
Discount rate                 7.50%     7.50%     6.50%     7.50%     7.50%     6.50%
Expected return
  on plan assets              9.00%     9.00%     9.00%      N/A       N/A       N/A
Rate of compensation
  increase                    4.50%     4.50%     4.50%     4.50      4.50%     4.50%
====================================================================================

</TABLE>

FOR MEASUREMENT PURPOSES, A 7.0% ANNUAL RATE OF INCREASE IN THE PER CAPITA COST
OF COVERED HEALTH CARE BENEFITS WAS ASSUMED FOR 2000.

THE RATE WAS ASSUMED TO DECREASE TO 6.0% FOR 2001 AND REMAIN AT THAT LEVEL
THEREAFTER. FOR NON-GRANDFATHERED EMPLOYEES, NO TREND INCREASES ARE ASSUMED IN
THE BANK'S PORTION OF THE CONTRIBUTION AFTER REACHING 150% OF THE BANK'S 1997
COST.


                                      38|39

<PAGE>

The components of net periodic benefit cost were as follows:

<TABLE>
<CAPTION>

                                                  PENSION BENEFITS            POSTRETIREMENT BENEFITS
                                               YEAR ENDED DECEMBER 31,        YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                 2000      1999      1998       2000      1999      1998
=====================================================================================================
Components of Net Periodic Benefit Cost:
-----------------------------------------------------------------------------------------------------
<S>                                          <C>       <C>      <C>         <C>       <C>      <C>
Service cost                                 $ 3.2     $ 3.1    $  1.9      $ 0.8     $ 0.9    $  0.5
Interest cost                                  2.6       2.4       2.5        0.7       0.7       0.6
Expected return on plan assets                (3.8)     (3.8)     (4.3)        --        --        --
Amortization of prior service cost              --        --        --       (0.3)     (0.3)     (0.3)
Amortization of transition asset              (0.1)     (0.4)     (0.4)        --        --        --
Recognized actuarial gain                     (0.2)     --        (0.3)      (0.1)     (0.1)     (0.1)
-----------------------------------------------------------------------------------------------------
Net periodic benefit cost                    $ 1.7     $ 1.3     $(0.6)     $ 1.1     $ 1.2    $  0.7
=====================================================================================================

</TABLE>

The Company also provides non-qualified retirement benefits to members of Senior
Management as set forth in their employment agreements. For the years ended
December 31, 2000, 1999 and 1998, the expense was $1.6 million, $1.4 million and
$0.9 million, respectively.

   A one percentage point change in assumed health care cost trend rates would
have no material effect on net postretirement benefit costs. A one percentage
point increase in assumed health care cost trend rates would increase the
postretirement benefit obligation by $0.5 million and a one percentage point
decrease would decrease the postretirement benefit obligation by the same
amount.

401(k) SAVINGS PLAN

Substantially all of the employees of the Company employed prior to July 1, 1996
and employees employed after such date who have been credited with 1,000 hours
of service during a twelve month period are eligible to participate in the
401(k) savings plan. Participants may contribute on a pre-tax basis up to 12% of
their eligible salary and may be eligible to receive a matching contribution
equal to 100% of the first 3% of eligible salary they contribute to the 401(k)
Savings Plan. The matching contribution may be funded by using some of the
shares released for allocation under the Bank's ESOP. Matching contributions
generally become vested over a five-year period. 401(k) Savings Plan expenses
for matching contributions were approximately $2.6 million, $4.3 million and
$1.9 million for the years ended December 31, 2000, 1999 and 1998, respectively.

NOTE 15   INCOME TAXES

Prior to the enactment of Federal legislation in 1996, the Bank was allowed a
bad debt deduction based on a reserve method. This legislation requires future
bad debt deductions be based on current losses. In the event of certain
distributions or a complete liquidation, the legislation also requires the Bank
to recapture pre-1998 reserve method deductions of $140 million. Management has
no intention of taking any such actions.

     For New York State and City income tax purposes, the Bank is permitted to
take reserve method bad debt deductions. Should the Bank fail to meet certain
statutory tests, including maintaining at least 60% of its assets in certain
qualifying assets, the Bank would be required to include into taxable income the
amount that the State and City tax bad debt reserves exceed the corresponding
Federal reserve. As of December 31, 2000, the Bank has not provided any tax
liability for recognition of the Bank's excess State and City reserves of
approximately $453 and $459 million. In addition, the Bank's qualifying asset
percentage exceeded the 60% threshold at December 31, 2000.

     The Company's deferred tax asset represents the anticipated federal, state
and local tax benefits expected to be realized in future years upon the
utilization of the underlying tax attributes comprising this balance. In
management's opinion, the net deferred tax asset is fully realizable.
Accordingly, no valuation allowance has been provided.


<PAGE>

     The components of income tax expense (benefit) for the years ended December
31, 2000, 1999 and 1998, are summarized as follows:

<TABLE>
<CAPTION>

                                   YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
(IN MILLIONS)                   2000         1999         1998
==============================================================
<S>                           <C>          <C>          <C>
Current:
  Federal                     $114.9       $103.8       $ 90.9
  State and local               37.9         36.7         27.5
--------------------------------------------------------------
    Total current              152.8        140.5        118.4
--------------------------------------------------------------
Deferred:
  Federal                        2.1         11.0         11.3
  State and local              (13.6)         3.8          4.8
--------------------------------------------------------------
    Total deferred             (11.5)        14.8         16.1
--------------------------------------------------------------
    Total                     $141.3       $155.3       $134.5
==============================================================

</TABLE>

In addition to the income tax expense attributable to operations, deferred
income tax expense (benefit) in the amount of $21.5 million, $(12.7) million and
$6.2 million was separately allocated to stockholders' equity to recognize the
related tax effect of the change in the net unrealized gain or loss on
securities available for sale and certain employee postemployment programs for
the years ended December 31, 2000, 1999 and 1998, respectively.

     The amounts reported as income tax expense vary from amounts that would be
reported by applying the statutory federal income tax rate to income before
income taxes due to the following:

<TABLE>
<CAPTION>

                                                                   YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                      2000                    1999                   1998
--------------------------------------------------------------------------------------------------------------
                                                    PERCENTAGE              PERCENTAGE              PERCENTAGE
                                                    OF PRE-TAX              OF PRE-TAX              OF PRE-TAX
                                            AMOUNT    EARNINGS      AMOUNT    EARNINGS      AMOUNT    EARNINGS
==============================================================================================================

<S>                                       <C>            <C>      <C>            <C>      <C>            <C>
Tax expense at federal statutory rate     $  124.0       35.00%   $  129.8       35.00%   $  102.8       35.00%
State and local taxes, net of federal
  income tax benefit                          15.6        4.41        24.4        6.58        15.7        5.35
Fair market value over cost of
  Employee Stock Ownership Plan                3.3        0.93         5.9        1.59         5.6        1.91
Recognition of deferred tax liability
  upon change in tax status                     --         --           --         --         18.5        6.30
Other                                         (1.6)      (0.48)       (4.8)      (1.29)       (8.1)      (2.76)
--------------------------------------------------------------------------------------------------------------
    Total income taxes                    $  141.3       39.86%   $  155.3       41.88%   $  134.5       45.80%
==============================================================================================================

</TABLE>

The balances of the net deferred tax asset at December 31, 2000 and 1999 were
comprised as follows:


<TABLE>
<CAPTION>
                                                    DECEMBER 31,
----------------------------------------------------------------
(IN MILLIONS)                                  2000         1999
================================================================
<S>                                       <C>          <C>

DEFERRED TAX ASSETS:
Allowance for loan losses                 $    52.7    $    56.0
Retained interests in securitizations          49.0           --
Interest income on non-accrual loans            2.2          8.7
Postretirement and post-
  employment benefits                          17.4         17.0
Unrealized loss on securities
  available for sale                             --          9.2
Accrued expenses                               16.0           --
Loans receivable                               --            7.6
Premises and equipment                          6.0           --
Other                                            --          7.9
----------------------------------------------------------------
                                          $   143.3    $   106.4
================================================================
DEFERRED TAX LIABILITIES:
Premises and equipment                    $      --    $    (2.7)
Servicing assets                              (36.6)       (24.7)
Unrealized gain on securities
  available for sale                          (45.8)          --
Deferred loan fees                            (24.9)       (30.7)
Retained interests in securitizations            --         (3.0)
Other                                          (0.7)          --
----------------------------------------------------------------
                                             (108.0)       (61.1)
----------------------------------------------------------------
  Net deferred tax asset                  $    35.3    $    45.3
================================================================

</TABLE>

NOTE 16   DERIVATIVE FINANCIAL INSTRUMENTS

The Bank uses interest rate swaps to hedge its fixed-rate manufactured housing
loans during accumulation prior to securitization or sale. The notional amount
of these contracts is $175 million at December 31, 2000 and 1999. These
contracts had an average term of approximately five years. The Bank pays an
average rate of 6.97% and receives an average variable rate of 6.72%.

     The Company enters into mandatory commitments to deliver mortgage whole
loans to various investors, and to issue private securities and Fannie Mae and
Freddie Mac securities ("forward delivery commitments"). The forward delivery
commitments are used to manage the interest rate risk associated with mortgage
loans and interest rate lock commitments made by the Company to mortgage
borrowers. The forward delivery commitments at December 31, 2000 and 1999
amounted to $940.7 million and $443.8 million, respectively.

     On occasion, the Bank uses swaps related to specific manufactured housing
securitizations. At December 31, 2000, the Bank had two swaps outstanding with a
combined notional value of $495.0 million. The combined average term for these
swaps was approximately 30 years.


                                      40|41

<PAGE>

     During 1999, the Bank entered into interest rate swap contracts in managing
its interest rate risk associated with its fixed-rate mortgage investment
portfolio. The notional amount of those contracts was $350 million at December
31, 1999. Under the terms of those contracts, the Bank paid an average fixed
rate of 6.01% and received an average variable rate of 6.14%.

     The notional amounts of derivatives do not represent amounts exchanged by
the parties and, thus, are not a measure of the Company's exposure through its
use of derivatives. The amounts exchanged are determined by reference to the
notional amounts and the other terms of the derivatives.

     The risks inherent in derivatives are the potential inability of a
counterparty to meet the terms of its contract and the risk associated with
changes in the fair values of the contracts due to movements in the underlying
interest rates. The current credit exposure of derivatives is represented by the
fair value of contracts with a positive fair value at the reporting date. To
reduce credit risk, management may deem it necessary to obtain collateral.

NOTE 17   COMMITMENTS AND CONTINGENCIES

In the normal course of business, there are various outstanding commitments and
contingent liabilities that have not been reflected in the consolidated
financial statements. In addition, in the normal course of business, there are
various other outstanding legal proceedings. In the opinion of management, after
consultation with legal counsel, the financial position and results of
operations of the Company will not be affected materially as a result of such
commitments and contingent liabilities or by the outcome of such legal
proceedings.

     The principal commitments and contingent liabilities of the Company are
discussed in the following paragraphs.

PENDING LITIGATION

In the ordinary course of business, the Corporation and its subsidiaries are
routinely defendants in or parties to a number of pending and threatened legal
actions and proceedings, in which monetary damages and other forms of relief are
sought. Certain of such actions involve alleged violations of consumer
protection laws, including claims relating to the Corporation's loan collection
efforts, and other federal and state banking laws. Certain of such actions
involve claims for punitive damages. Management has established what it believes
to be sufficient allocated reserves to cover any anticipated losses stemming
from the settlement or payment of any final judgments rendered in any such
cases. Accordingly, management believes that these actions and proceedings and
the losses, if any, resulting from the final outcome thereof, will not be
material in the aggregate to the Corporation's financial position or results of
operations.

LOAN COMMITMENTS

At December 31, 2000 and 1999, the Company had outstanding commitments to
originate mortgage loans of approximately, $3.5 billion and $2.1 billion,
respectively. The commitments to originate mortgage loans at December 31, 2000
included $3.0 billion to originate fixed rate mortgage loans and $548.3 million
of commitments to originate adjustable rate mortgage loans. At December 31, 2000
and 1999 the Company had outstanding commitments to originate manufactured
housing loans totaling $344.3 million and $893.6 million, respectively.

     The Company is contractually committed to fund the undrawn portion of home
equity lines of credit (HELOC's) which it has originated. The commitment extends
to HELOC's which are currently held for sale by the Company, and HELOC's sold by
the Company into Headlands Home Equity Loan Trusts. As of December 31, 2000 and
1999 this unfunded commitment was approximately $524.3 million and $271.3
million, respectively.

LEASE COMMITMENTS

The Company has entered into noncancelable operating lease agreements for
banking premises and equipment with expiration dates ranging through the year
2029. The Company's premises are used principally for branch offices and
administrative operations, and it is expected that many agreements will be
renewed at expiration in the normal course of business.

     Rental expense for the Company's premises for the years ended December 31,
2000, 1999 and 1998 amounted to $23.9 million, $26.8 million and $16.3 million,
respectively.

     The projected minimum rental payments under the terms of the noncancelable
leases, exclusive of taxes and escalation charges, at December 31, 2000 are
summarized as follows:

<TABLE>
<CAPTION>

                               YEAR ENDED
(IN MILLIONS)                DECEMBER 31,             AMOUNT
==============================================================
<S>                          <C>                      <C>
                                     2001               $ 31.2
                                     2002                 30.4
                                     2003                 25.8
                                     2004                 20.0
                                     2005                 17.2
                               thereafter                 93.8
--------------------------------------------------------------
                                    Total               $218.4
==============================================================

</TABLE>

Minimum rental income under noncancelable sublease agreements aggregates $29.9
million at December 31, 2000.


<PAGE>

NOTE 18   FAIR VALUE OF FINANCIAL INSTRUMENTS

The methods and assumptions used to estimate fair values are set forth in the
following paragraphs for each major grouping of the Company's financial
instruments.

<TABLE>
<CAPTION>

                                                              DECEMBER 31, 2000          DECEMBER 31, 1999
------------------------------------------------------------------------------------------------------------
                                                            CARRYING    ESTIMATED      CARRYING    ESTIMATED
(IN MILLIONS)                                                 VALUES  FAIR VALUES        VALUES  FAIR VALUES
============================================================================================================
<S>                                                       <C>          <C>           <C>          <C>
ASSETS:
Cash and due from banks                                   $    139.9   $    139.9    $    179.5   $    179.5
Interest-bearing deposits in other banks                         5.3          5.3           2.2          2.2
Federal funds sold and securities
  purchased under agreements to resell                         166.0        166.0       1,050.6      1,050.6
SECURITIES:
  Securities available for sale                              3,066.2      3,066.2       1,974.7      1,974.7
  Retained interests in securitizations                        159.0        159.0         124.6        124.6
  Securities held to maturity                                    2.5          2.5           2.0          2.0
Federal Home Loan Bank of New York stock                        96.3         96.3          91.8         91.8
Loans receivable held for sale                               1,980.9      2,018.2       1,208.0      1,221.0
Loans receivable held for investment                         8,574.4      8,606.2       9,180.2      9,117.2
Other interest-earning assets                                  128.0        128.0         123.4        123.4
LIABILITIES:
DEPOSITS:
  Deposits due on demand and/or with
    no specified maturities                                  4,291.3      4,291.3       4,351.2      4,351.2
  Term certificates of deposit                               6,885.0      6,969.4       7,208.9      7,300.5
ACCRUED INTEREST:
  Receivable                                                    87.1         87.1          72.2         72.2
  Payable                                                       27.8         27.8          29.0         29.0
Securities sold under agreements to repurchase                 350.2        350.2           0.3          0.3
Note payable                                                     2.0          2.0           5.1          5.1
Federal Home Loan Bank of New York advances                  1,000.0      1,032.5         675.0        671.5
Senior bank notes                                              137.7        137.2         199.9        196.2
Subordinated bank notes                                        149.8        150.6            --           --
Guaranteed preferred beneficial interest in Company's
  junior subordinated debentures                               199.7        168.7         199.7        182.5
OFF-BALANCE SHEET:
Commitments to originate loans                                    --          3.7            --           --
Interest rate swaps                                               --         (7.1)           --          9.4
Mandatory forward delivery commitments                            --         (5.2)           --          2.5
============================================================================================================
</TABLE>


                                      42|43

<PAGE>

The carrying values of the following balance sheet items all approximate their
fair values primarily due to their liquidity and very short-term nature:

o    Cash and Due From Banks

o    Interest-Bearing Deposits in Other Banks

o    Federal Funds Sold and Securities Purchased Under Agreements to Resell

o    Notes Payable

o    Accrued Interest Receivable and Payable

o    Securities Sold Under Agreements to Repurchase.

SECURITIES, FEDERAL HOME LOAN BANK STOCK AND OTHER INTEREST-EARNING ASSETS

The fair values of these securities are based on published market valuations or
estimated price quotations provided by securities dealers.

RETAINED INTERESTS IN SECURITIZATIONS

The fair value of retained interests in securitizations is determined by
calculating the present value of estimated future cash flows using assumptions
of prepayments, defaults, loss severity rates, and discount rates that the
Company believes market participants would use for similar assets and
liabilities.

LOANS RECEIVABLE HELD FOR SALE

The fair values of manufactured housing loans held for sale is estimated using a
discounted cash flow model that estimates future cash flows associated with the
securitization of these loans. The cash flow model incorporates current market
indications of securitization structure and pricing, and assumptions of interest
rates, prepayment rates and default rates that management believes market
participants would use for similar assets.

     Fair value of mortgage loans held for sale is estimated using quoted market
prices for similar loans, mortgage-backed securities backed by similar loans,
and prices obtained by the Company on mandatory forward delivery contracts.

LOANS RECEIVABLE HELD FOR INVESTMENT

Fair value of the Company's mortgage and manufactured housing loan portfolio is
based on comprehensive portfolio valuation analyses performed as of December 31,
2000 and 1999 by an independent pricing firm, engaged specifically for this
purpose by the Company.

     The remaining categories of loans, student loans and home improvement
loans, were deemed to have estimated fair values approximating their respective
carrying values.

DERIVATIVE INSTRUMENTS

Interest rate swaps and mandatory forward delivery commitments--the fair value
generally reflects the estimated amounts that the Company would receive or pay
to terminate the contracts at the reporting date.

SENIOR BANK NOTES, SUBORDINATED BANK NOTES, GUARANTEED PREFERRED BENEFICIAL
INTEREST IN THE COMPANY'S JUNIOR SUBORDINATED DEBENTURES AND FEDERAL HOME LOAN
BANK ADVANCES

The valuation of these liabilities takes into account several factors including
current market interest rates and the Company's credit rating. Estimated price
quotations were obtained from securities dealers or the fair value was estimated
using the Bank's observed credit spread to the applicable Treasury rate.

DEPOSITS

The fair value of all deposits with no specified maturities is deemed to be
equal to the amounts payable on demand.

     The fair value of the Company's term certificates of deposit was estimated
by discounting cash flows based on contractual maturities at current interest
rates for raising funds of similar remaining maturities.

COMMITMENTS TO ORIGINATE LOANS

The fair value of loan commitments outstanding at December 31, 2000 was
estimated by assessing the impact of the change in interest rates on the
commitment from the commitment date to the valuation date. Commitments
outstanding at December 31, 1999 were deemed to contain rates and terms similar
to the rates and terms of commitments issued at that date and, accordingly, the
fair value of these commitments approximate the carrying value.

LIMITATIONS

Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instruments being
estimated. These estimates do not reflect any premium or discount that could
result from offering for sale at one time the Company's entire holdings of a
particular financial instrument. In those instances for which no market exists
for portions of the Company's financial instruments, fair value estimates were
based on judgments regarding future expected loss experience, current economic
conditions, risk characteristics of the affected financial instruments, and
other factors. These estimates are subjective in nature and involve
uncertainties and matters of significant judgment and, therefore, should not be
considered to represent any specific market values. Changes in the assumptions
could significantly affect the fair valuation estimates.


<PAGE>

NOTE 19   REGULATORY MATTERS

The Company and the Bank are subject to various regulatory capital requirements
administered by the federal and state banking agencies. The Board of Governors
of the Federal Reserve System establishes minimum capital requirements for the
consolidated bank holding company as well as for the Bank.

     Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Bank must meet specific capital guidelines that involve
quantitative measures of its assets, liabilities, and certain off-balance sheet
items as calculated under regulatory accounting practices. These guidelines
require minimum ratios of risk-based capital to risk adjusted assets of 4% for
Tier 1 capital and 8% for total capital. The Federal Reserve Board also has
guidelines for a leverage ratio that is designed to complement the risk-based
capital ratios in determining the overall capital adequacy of banks and bank
holding companies. A minimum leverage ratio of Tier 1 capital to average total
assets of 3% is required for banks and bank holding companies, with an
additional 100 to 200 basis points required for all but the highest rated
institutions. Management believes, as of December 31, 2000, that the Company and
the Bank meet all capital adequacy requirements to which it is subject.

     FDICIA, among other things, identifies five capital categories for insured
depository institutions (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized) and requires federal bank regulatory agencies to implement
systems for "prompt corrective action" for insured depository institutions that
do not meet minimum capital requirements based on these categories. As of
December 31, 2000, the Bank was well capitalized based on the prompt corrective
action guidelines.

<TABLE>
<CAPTION>

                                                             MINIMUM
                                                           FOR CAPITAL
                                       ACTUAL           ADEQUACY PURPOSES
-------------------------------------------------------------------------
(IN MILLIONS)                    AMOUNT      RATIO       AMOUNT     RATIO
-------------------------------------------------------------------------
<S>                          <C>             <C>     <C>             <C>

AS OF DECEMBER 31, 2000:
Total Capital (to Risk
  Weighted Assets):
  Company                    $  1,628.5      10.94%  $  1,190.9      8.00%
  Bank                          1,608.0      10.80      1,191.4      8.00
Tier 1 Capital (to Risk
  Weighted Assets):
  Company                    $  1,365.7       9.17   $    595.5      4.00%
  Bank                          1,345.2       9.03        595.7      4.00
Tier 1 Capital (to
  Average Assets):
  Company                    $  1,365.7       9.39%  $    581.8      4.00%
  Bank                          1,345.2       9.27        580.2      4.00
=========================================================================

</TABLE>

<TABLE>
<CAPTION>

                                                           MINIMUM
                                                         FOR CAPITAL
                                       ACTUAL         ADEQUACY PURPOSES
-----------------------------------------------------------------------
(IN MILLIONS)                    AMOUNT      RATIO     AMOUNT     RATIO
-----------------------------------------------------------------------
<S>                          <C>             <C>     <C>           <C>
AS OF DECEMBER 31, 1999:
Total Capital (to Risk
  Weighted Assets):
  Company                    $  1,366.2      11.58%  $  943.8      8.00%
  Bank                          1,319.8      11.17      945.1      8.00
Tier 1 Capital (to Risk
  Weighted Assets):
  Company                    $  1,253.2      10.62%  $  471.9      4.00%
  Bank                          1,206.8      10.22      472.5      4.00
Tier 1 Capital (to
  Average Assets):
  Company                    $  1,253.2       8.73%  $  574.2      4.00%
  Bank                          1,206.8       8.41      573.9      4.00
=======================================================================

</TABLE>

DIVIDEND LIMITATION

The Company's principal source of funds for distributions of dividends to
shareholders, stock repurchase activities and any acquisitions to be made at the
holding company level, are dividends from the Bank. Applicable federal and state
laws impose limitations on the payment of dividends. Under such limitations,
dividend payments by the Bank are limited to the lesser of (i) the amount of
undivided profits and (ii) an amount not in excess of net income for the current
year plus retained net income for the preceding two years. Dividends paid by the
bank during 2000 were within these limitations.

     In accordance with the requirements of the New York State Banking Law, the
Bank established a liquidation account in the amount equal to its capital as of
the date of the latest consolidated statement of condition appearing in the
final IPO prospectus. The liquidation account is maintained for the benefit of
eligible pre-conversion depositors who continue to maintain their accounts at
the Bank after the Transaction. The liquidation account is reduced annually to
the extent that such depositors have reduced their qualifying deposits as of
each subsequent audited balance sheet date. Subsequent increases in their
balances will not restore such depositors' interest in the liquidation account.
In the event of a liquidation of the Bank (a circumstance not envisioned or
expected by management) such depositors would be entitled, under New York State
law, to receive a distribution from the liquidation account in an amount
proportionate to their then current adjusted qualifying account balances for all
such depositors then holding qualifying deposits in the Bank. The balance of the
liquidation account at December 31, 2000 was $41.4 million.


                                      44|45

<PAGE>

     In addition to the restrictions described above, the Bank may not declare
or pay cash dividends on or repurchase any of its shares of common stock if the
effect thereof would cause stockholders' equity to be reduced below then
applicable capital maintenance requirements or if such declaration and payment
would otherwise violate either regulatory requirements and/or applicable banking
laws, or would reduce the Bank's capital level below the then aggregate balance
required for the liquidation account.

NOTE 20   STOCK BENEFIT PLANS

EMPLOYEE STOCK OWNERSHIP PLAN

The Bank's ESOP covers substantially all employees of the Company who have been
credited with 1,000 hours of service during a twelve month period. Participants
receive allocations on the basis of their eligible salary and generally become
vested over a five-year period. Participants fully vest in their benefit upon
retirement, death or disability while in active employment, or in the event of a
change in control of the Company or the Bank. Participants who terminate
employment before becoming 100% vested forfeit the unvested portion of their
accounts. Forfeitures are reallocated among the remaining participants. The ESOP
conforms to the applicable requirements of ERISA and the Code.

     During 1994, the ESOP purchased 16,467,604 shares of the Company's common
stock, at a weighted average price of $8.33 per share. The purchases were funded
with a loan of $137.1 million from the Company, which is collateralized by the
unallocated Company shares owned by the ESOP. The loan will be repaid primarily
from contributions by the Bank and dividends paid by the Company on unallocated
shares over the applicable loan amortization period. The outstanding principal
balance of the loan as of December 31, 2000 and 1999 was $121.0 million and
$123.9 million, respectively, and the interest rate was 6.00% at both dates.

     The shares owned by the ESOP are held by a third party trustee and released
for allocation to participants as repayments of the loan are made. The number of
shares released for allocation in any year is based upon the ratio of current
year principal and interest payments to the total of current year and all
projected future years' principal and interest payments. As of December 31,
2000, 4,466,055 shares have been allocated to participants' accounts. There are
12,001,549 unallocated shares with a value of $491.3 million, based upon the
December 31, 2000 closing price of $40.94 per share.

     The Company recognized $12.0 million, $14.2 million and $19.0 million of
compensation expense relating to the ESOP for the years ended December 31, 2000,
1999 and 1998, respectively.

RESTRICTED STOCK PLAN

The Bank's Recognition and Retention Plan ("RRP") authorizes the granting of up
to 2,484,036 shares of the Company's common stock to officers, employees and
directors emeriti of the Company.

     In 1994, the Bank purchased 2,484,036 shares of the Company's common stock
on behalf of the RRP, at the initial public offering price of $7.50 per share.
Through December 31, 2000, 2,399,949 shares have been awarded to participants.
These awards vest ratably over a three to five year period on the anniversary
dates of the awards. Participants' awards fully vest upon retirement, death or
disability while in active employment, or in the event of the participants'
termination of employment due to a change in control of the Company or the Bank.

     For the years ended December 31, 2000, 1999 and 1998, the Company
recognized $1.7 million, $0.4 million and $0.4 million, respectively, of
compensation expense relating to the RRP.

STOCK INCENTIVE PLANS

Under the Company's 1999 Stock Incentive Plan and Amended and Restated 1994
Stock Incentive Plan (the "Stock Incentive Plans"), grants may be made in the
form of incentive stock options ("ISOs"), non-statutory stock options ("NSOs"),
limited rights and restricted stock to officers and other key employees. The
Stock Incentive Plans provide that the total number of shares available for
grant shall be 15,700,000 shares of the Company's common stock.

     The ISOs and NSOs granted under the Stock Incentive Plans vest and become
exercisable over a three to five year period and expire on the tenth anniversary
of the grants. In the event of the employee's retirement (for grants made prior
to 1997), death or disability while in active employment, or in the event of an
employee's termination of service due to a change in control of the Company or
the Bank, all ISOs and NSOs held by such participant vest and generally become
exercisable in full for a period of one year. The term during which any future
ISOs and NSOs granted vest and become exercisable is at the discretion of the
Compensation Committee. The exercise price for all ISOs and NSOs is at least
100% of the fair market value of the stock on the grant date.

     As of December 31, 2000, 330,000 shares of restricted stock at a weighted
average fair value of $13.72, had been granted under the Stock Incentive Plans.

     For the years ended December 31, 2000, 1999 and 1998, the Company
recognized $0.9 million, $0.9 million and $1.0 million of compensation expense
relating to the Stock Incentive Plans.


<PAGE>

     The following table presents a summary of the aggregate stock option
transactions for the years ended December 31, 2000, 1999 and 1998:

<TABLE>
<CAPTION>

                                                                           YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------------------------------------------
                                                      2000                     1999                         1998
------------------------------------------------------------------------------------------------------------------------
                                                         WEIGHTED                    WEIGHTED                   WEIGHTED
                                               NUMBER     AVERAGE       NUMBER        AVERAGE       NUMBER       AVERAGE
                                             OF STOCK    EXERCISE     OF STOCK       EXERCISE     OF STOCK      EXERCISE
                                              OPTIONS       PRICE      OPTIONS          PRICE      OPTIONS         PRICE
------------------------------------------------------------------------------------------------------------------------

<S>                                         <C>             <C>      <C>            <C>          <C>            <C>
Stock options outstanding,
  beginning of year                         6,936,752       23.16    6,590,002      $   19.34    5,832,696      $  14.22
Granted                                     2,057,700       21.44    1,609,500          32.32    2,009,890         29.03
Exercised                                    (664,169)      14.40   (1,058,416)         11.49   (1,137,555)        10.37
Canceled                                     (171.500)      24.63     (204,334)         32.52     (115,029)        17.56
------------------------------------------------------------------------------------------------------------------------
Stock options outstanding, end of year      8,158,783       23.41    6,936,752          23.16    6,590,002      $  19.34
========================================================================================================================
Options exercisable at year-end             4,120,298                2,971,919                   2,086,884
Weighted-average fair value of
  options granted during the year          $     4.99               $     7.58                  $     6.98
========================================================================================================================

</TABLE>

The range of exercise prices on options outstanding for each of the years ended
December 31, 2000, 1999, and 1998 was $7.50 to $34.97. The weighted average
remaining contractual life for options outstanding at December 31, 2000 is 7.02
years.

DIRECTORS' STOCK OPTION PLAN

Under the Company's Directors' Stock Option Plan, the Company may grant up to
1,450,000 NSOs to directors who are not officers or employees of the Company
("Non-Employee Directors").

     The exercise price is equal to 100% of the fair market value of the stock
on the grant date. The term of each NSO is ten years from the grant date. All
options become exercisable immediately upon a change of control, or death,
disability or retirement on or after January 28, 2000. In the event of death,
disability or retirement prior to January 28, 2000, one-half of all
unexercisable options shall become immediately exercisable, with all remaining
options becoming exercisable pro rata over the remaining option term.

     The following table presents a summary of the aggregate NSO transactions
for the years ended December 31, 2000, 1999 and 1998:

<TABLE>
<CAPTION>

                                                                           YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------------------------------------------
                                                        2000                     1999                      1998
------------------------------------------------------------------------------------------------------------------------
                                                            WEIGHTED                  WEIGHTED                  WEIGHTED
                                                 NUMBER      AVERAGE       NUMBER      AVERAGE       NUMBER      AVERAGE
                                                     OF     EXERCISE           OF     EXERCISE           OF     EXERCISE
                                                   NSOS        PRICE         NSOS        PRICE         NSOS        PRICE
========================================================================================================================

<S>                                           <C>             <C>       <C>             <C>       <C>             <C>
NSOs outstanding, beginning of year           1,184,184       $13.89    1,173,184       $13.03    1,178,192       $11.81
Granted                                          40,000        18.13       44,000        34.75       72,800        30.59
Exercised                                       (73,000)       10.94      (33,000)       10.94      (77,808)       11.01
------------------------------------------------------------------------------------------------------------------------
NSOs outstanding, end of year                 1,151,184       $14.23    1,184,184       $13.89    1,173,184        13.03
========================================================================================================================
Options exercisable at year-end                 768,384                   680,984                   509,469
Weighted-average fair value of options
  granted during the year                         $4.06                     $8.67                     $9.89
========================================================================================================================

</TABLE>


                                     46|47

<PAGE>

The range of exercise prices on options outstanding for each of the years ended
December 31, 2000, 1999 and 1998 was $10.94 to $40.19. The weighted average
remaining contractual life for options outstanding at December 31, 2000 is 4.56
years.

     Because stock options under the Stock Incentive Plan and the Directors'
Stock Option Plan have characteristics significantly different from those of
traded options and because changes in the subjective assumptions can materially
affect the fair value estimate, the Company used a Black Scholes option-pricing
model with the following weighted-average assumptions used for grants in 2000,
1999 and 1998:

<TABLE>
<CAPTION>

                                                       YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------
                                   2000              1999                1998
=============================================================================
<S>                          <C>               <C>                 <C>
Dividend yield                     4.69%             2.72%               1.90%
Expected volatility               31.78%            28.94%              25.43%
Risk-free interest rate            6.67%             4.85%               5.14%
Expected option lives        4.00 years        4.00 years          4.82 years
=============================================================================

</TABLE>

Had compensation cost for the Company's stock-based compensation plans been
determined based on the fair value at the grant dates for awards made under
those plans, consistent with the method of SFAS 123, the Company's net income
and earnings per share would have been reduced to the pro forma amounts
indicated below:

<TABLE>
<CAPTION>

                                                     YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
(IN MILLIONS, EXCEPT PER SHARE DATA)          2000         1999        1998
===========================================================================
<S>                                        <C>          <C>         <C>
Net income         AS REPORTED             $ 213.1      $ 215.5     $ 159.1
                   PRO FORMA               $ 202.9      $ 206.7     $ 152.5
Diluted earnings
  per share        AS REPORTED             $  2.34      $  2.23     $  1.77
                   PRO FORMA               $  2.22      $  2.14     $  1.70
===========================================================================

</TABLE>

THE EFFECTS OF APPLYING SFAS 123 FOR PROVIDING PRO FORMA DISCLOSURES ARE NOT
INDICATIVE OF THE EFFECTS ON REPORTED NET INCOME FOR FUTURE YEARS BECAUSE SFAS
123 HAS NOT BEEN APPLIED TO ALL OUTSTANDING, NON-VESTED AWARDS (DOES NOT APPLY
TO AWARDS PRIOR TO JANUARY 1, 1995). ADDITIONAL AWARDS IN FUTURE YEARS ARE
ANTICIPATED.

NOTE 21   EARNINGS PER SHARE

The Company's reconciliation of the income and shares used in the basic and
diluted EPS computations is summarized as follows:

<TABLE>
<CAPTION>

                                                                       YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS, EXCEPT SHARE
AND PER SHARE AMOUNTS)                  2000                                   1999                              1998
-----------------------------------------------------------------------------------------------------------------------------------
                                                        PER                                   PER                             PER
                              INCOME      SHARES      SHARE         INCOME        SHARES    SHARE      INCOME      SHARES    SHARE
                         (NUMERATOR) (DENOMINATOR)   AMOUNT     (NUMERATOR) (DENOMINATOR)  AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
-----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>             <C>          <C>        <C>           <C>        <C>       <C>          <C>

Basic EPS
  Income available to
    common stockholders      $213.1   90,024,000      $2.37        $215.5     94,783,000    $2.27      $159.1    87,109,000   $1.83
  Effect of dilutive
    securities:
    Stock options                --    1,208,000        --             --      1,678,000      --           --    2,775,000
-----------------------------------------------------------------------------------------------------------------------------------
Diluted EPS
  Income available to
    common stockholders
    plus assumed
    conversions              $213.1   91,232,000      $2.34        $215.5     96,461,000    $2.23      $159.1    89,884,000   $1.77
===================================================================================================================================

</TABLE>

NOTE 22   EDUCATIONAL AND CHARITABLE FOUNDATION

During 1994 the Bank committed to endow a $50 million Educational and Charitable
Foundation (the "Foundation"). The purpose of the Foundation is to fund grants
for civic, cultural, affordable housing and educational programs within the
communities served by the Bank. During 1999, the Bank contributed $25.1 million
to complete its funding commitment to the Foundation.

NOTE 23   BUSINESS SEGMENTS

The Company consists of three domestic business segments offering unique
products and services. The Mortgage Banking segment specializes in Alt A and
NoDoc mortgage loan products which are primarily obtained from the Company's
network of registered mortgage brokers. The Company has historically funded its
mortgage portfolio with consumer deposits raised through its Consumer Banking
operations. The Consumer Banking segment consists of 74 full service banking
offices offering a variety of financial services to the Greater New York City
area. The Manufactured Housing segment primarily originates, securitizes and
services manufactured housing loans.


<PAGE>

     The accounting policies of the segments are the same as those described in
Note 1 "Summary of Significant Accounting Policies." The Company evaluates the
performance of its business segments based on income before income taxes.
Expenses under the direct control of each business segment and the expense of
premises and equipment incurred to support business operations are allocated
accordingly, by segment. The expenses relating to administrative units of the
Company such as executive, finance and audit are not allocated to individual
operating segments. The Company purchased the Manufactured Housing business
segment on September 30, 1998, therefore, 1998 financial information pertaining
to this segment represents results from fourth quarter operations only.

The following table sets forth information by business segment:

<TABLE>
<CAPTION>

                                                                      MANUFACTURED        SEGMENT                   CONSOLIDATED
(IN MILLIONS)                                 MORTGAGE      CONSUMER       HOUSING         TOTALS     OTHER(1)             TOTAL
================================================================================================================================
<S>                                         <C>           <C>            <C>          <C>            <C>             <C>

YEAR ENDED DECEMBER 31, 2000
Net interest income                         $    236.1    $    235.3     $    44.2    $     515.6    $    57.8         $   573.4
Income from fees and commissions                   1.6          39.2          10.3           51.1          1.0              52.1
Loan servicing fees                               20.0          --           114.3          134.3         --               134.3
Net gain on sale of loans                        178.3          --            92.2          270.5         --               270.5
Change in valuation of retained interests         (6.1)         --          (134.0)        (140.1)        --              (140.1)
Segment income (loss) before taxes               315.1         141.3         (70.3)         386.1        (31.7)            354.4
Non cash items:
  Depreciation                                    14.0           4.5           3.3           21.8         10.2              32.0
  Goodwill amortization                            0.8          45.0          33.2           79.0         --                79.0
  ESOP and stock plans expense                     4.8           3.0           4.7           12.5          4.7              17.2
--------------------------------------------------------------------------------------------------------------------------------
    Total assets                            $ 10,116.0    $ 11,644.8     $ 1,363.6    $  23,124.4    $(7,359.6)(2)     $15,764.8
================================================================================================================================
YEAR ENDED DECEMBER 31, 1999
Net interest income                         $    269.1    $    207.4     $    29.6    $     506.1    $    33.8       $     539.9
Income from fees and commissions                   4.8          31.1           7.8           43.7          0.4              44.1
Loan servicing fees                               17.1          --            83.1          100.2         --               100.2
Net gain on sale of loans                        156.1           0.1          72.1          228.3         --               228.3
Change in valuation of retained interests          0.3          --            --              0.3         --                 0.3
Segment income (loss) before taxes               300.0         108.7          14.0          422.7        (51.9)            370.8
Non cash items:
  Depreciation                                    13.7           4.5           2.5           20.7         11.1              31.8
  Goodwill amortization                            1.3          45.0          33.3           79.6         --                79.6
  ESOP and stock plans expense                     4.3           4.8           7.4           16.5          3.3              19.8
--------------------------------------------------------------------------------------------------------------------------------
        Total assets                        $  9,600.2    $ 12,074.8     $ 1,691.5    $  23,366.5    $(7,965.4)(2)     $15,401.1
================================================================================================================================
YEAR ENDED DECEMBER 31, 1998
Net interest income                         $    261.4    $    216.4     $     4.5    $     482.3    $     27.2        $   509.5
Income from fees and commissions                  13.2          25.5          --             38.7          2.7              41.4
Loan servicing fees                                1.8          --            21.7           23.5         --                23.5
Net gain on sale of loans                        106.5           0.1          --            106.6         --               106.6
Change in valuation of retained interests         --            --            --             --           --                --
Segment income before taxes                      255.3         111.8         (11.3)         355.8        (62.2)            293.6
Non cash items:
  Depreciation                                     7.6           7.0           0.5           15.1          6.3              21.4
  Goodwill amortization                            1.3          45.0           8.1           54.4         --                54.4
  ESOP and stock plans expense                     7.2           7.9          --             15.1          7.2              22.3
--------------------------------------------------------------------------------------------------------------------------------
        Total assets                        $ 10,326.1    $ 11,648.1     $ 1,437.3    $  23,411.5   $ (8,395.6)(2)   $  15,015.9
================================================================================================================================

</TABLE>

(1)  REPRESENTS UNALLOCATED CORPORATE AMOUNTS.

(2)  FOR THE PURPOSE OF INTERNAL MANAGEMENT REPORTING, THE COMPANY RECORDS
     INTERSEGMENT FUNDS TRANSFERS AND ELIMINATES THESE TRANSFERS ON A
     CONSOLIDATED BASIS FOR GAAP REPORTING. INTERSEGMENT ASSETS AND LIABILITIES
     ELIMINATED FOR CONSOLIDATION PURPOSES WERE $11.1 BILLION, $11.4 BILLION AND
     $11.0 BILLION FOR THE YEARS ENDED 2000, 1999 AND 1998, RESPECTIVELY. NET
     INTEREST INCOME CORRESPONDING TO THE ASSUMED FUNDS TRANSFERS IS ALLOCATED
     ACCORDINGLY.

NOTE 24   CONDENSED PARENT COMPANY FINANCIAL STATEMENTS

The following Condensed Statements of Financial Condition at December 31, 2000
and 1999 and Condensed Statements of Income and Cash Flows for the years ended
December 31, 2000, 1999 and 1998 for GreenPoint Financial Corp. (parent company
only) reflect the Company's investment in its wholly-owned subsidiaries using
the equity method of accounting.


                                      48|49


<PAGE>

PARENT COMPANY ONLY-
CONDENSED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>

                                                     DECEMBER 31,
-----------------------------------------------------------------
(IN MILLIONS)                                   2000         1999
-----------------------------------------------------------------
<S>                                       <C>          <C>
ASSETS:
  Cash and due from banks                 $      7.6   $      0.8
  Due from subsidiaries                          7.0         41.5
  Other assets                                   4.5          3.2
  Investment in subsidiaries                 2,242.0      2,152.4
-----------------------------------------------------------------
    Total assets                          $  2,261.1   $  2,197.9
=================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY:
LIABILITIES:
  Due to subsidiaries                     $      6.2   $      6.2
  Guaranteed preferred beneficial
    interest in Company's junior
    subordinated debentures                    199.8        199.8
  Accrued income taxes payable                   0.2         --
  Accrued interest payable                       1.5          1.5
  Other liabilities                              3.8          3.7
-----------------------------------------------------------------
    Total liabilities                          211.5        211.2
-----------------------------------------------------------------
  Stockholders' equity                       2,049.6      1,986.7
-----------------------------------------------------------------
    Total liabilities and
      stockholders' equity                $  2,261.1   $  2,197.9
=================================================================

</TABLE>

PARENT COMPANY ONLY-
CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                             YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------
(IN MILLIONS)                             2000       1999       1998
--------------------------------------------------------------------
<S>                                    <C>        <C>        <C>
Dividends from
  GreenPoint Bank                      $ 185.0    $  50.0    $ 140.8
--------------------------------------------------------------------
INTEREST INCOME:
  Line of credit-subsidiary                1.4        5.7        4.7
  Money market investments                --          1.7        2.6
--------------------------------------------------------------------
    Total interest income                  1.4        7.4        7.3
====================================================================
INTEREST EXPENSE:
  Guaranteed preferred beneficial
    interest in Company's junior
    subordinated debentures               18.3       18.3       18.3
--------------------------------------------------------------------
    Total interest expense                18.3       18.3       18.3
--------------------------------------------------------------------
  Net interest income                    (16.9)     (10.9)     (11.0)
--------------------------------------------------------------------
Administrative expenses                    0.3        0.6        0.4
--------------------------------------------------------------------
Income before income taxes and
  equity in undistributed earnings
  of subsidiaries                        167.8       38.5      129.4
Income taxes                              (7.5)      (4.9)      (4.8)
--------------------------------------------------------------------
Income before equity in
  undistributed earnings
  of subsidiaries                        175.3       43.4      134.2
--------------------------------------------------------------------
Equity in undistributed earnings
  of subsidiaries                         37.8      172.1       24.9
--------------------------------------------------------------------
  Net income                           $ 213.1    $ 215.5    $ 159.1
====================================================================

</TABLE>

PARENT COMPANY ONLY-
CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                   YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------
(IN MILLIONS)                              2000         1999          1998
--------------------------------------------------------------------------
<S>                                   <C>          <C>          <C>

OPERATING ACTIVITIES:
  Net income                          $   213.1    $   215.5    $    159.1
  Adjustments to reconcile
    net income to net cash
    provided by operating
    activities:
  Equity in undistributed
    earnings of
    subsidiaries                          (37.8)      (172.1)        (24.9)
  Net change in other liabilities           0.3          2.4           1.2
  Net change in other assets               (1.3)         0.3           5.1
--------------------------------------------------------------------------
Net cash provided by
  operating activities                    174.3         46.1         140.5
==========================================================================
INVESTING ACTIVITIES:
  Payments for investments
    in and advances to
    subsidiaries                         (321.3)      (244.4)     (1,065.8)
  Repayment of investments
    in and advances to
    subsidiaries                          354.0        275.4         682.8
--------------------------------------------------------------------------
Net cash provided by (used in)
  investing activities                     32.7         31.0        (383.0)
==========================================================================
FINANCING ACTIVITIES:
  Proceeds from issuance
    of common stock                        10.2         58.5         593.7
  Purchase of treasury stock             (120.6)      (141.4)       (219.6)
  Dividends paid                          (89.8)       (80.6)        (46.5)
--------------------------------------------------------------------------
Net cash (used in) provided
  by financing activities                (200.2)      (163.5)        327.6
--------------------------------------------------------------------------
Net (decrease) increase in
  cash and cash equivalents                 6.8        (86.4)         85.1
Cash and cash equivalents
  at beginning of period                    0.8         87.2           2.1
--------------------------------------------------------------------------
Cash and cash equivalents
  at end of period                    $     7.6    $     0.8    $     87.2
==========================================================================

</TABLE>

In connection with the BAHS acquisition in September 1998, the Company made a
$310 million capital contribution to the Bank consisting of cash.


<PAGE>

QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>

                                            YEAR ENDED DECEMBER 31, 2000               YEAR ENDED DECEMBER 31, 1999
-------------------------------------------------------------------------------------------------------------------------
                                        4TH         3RD       2ND        1ST        4TH        3RD       2ND        1ST
(IN MILLIONS, EXCEPT PER SHARE DATA)  QUARTER     QUARTER   QUARTER    QUARTER    QUARTER    QUARTER   QUARTER    QUARTER
-------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>
Interest income                        $ 299.6    $ 298.1    $299.9    $ 288.3    $ 282.2    $276.9    $ 265.4    $ 266.3

Interest expense                         158.7      155.5     153.4      144.9      145.0     137.6      130.4      137.9
-------------------------------------------------------------------------------------------------------------------------
Net interest income                      140.9      142.6     146.5      143.4      137.2     139.3      135.0      128.4
Provision for loan losses                (12.4)      (9.1)     (7.1)      (8.3)      (8.3)     (1.5)      (1.7)      (2.7)
-------------------------------------------------------------------------------------------------------------------------

Net interest income after
  provision for loan losses              128.5      133.5     139.4      135.1      128.9     137.8      133.3      125.7
-------------------------------------------------------------------------------------------------------------------------

Non-interest income                       31.3      110.7      95.5       87.3      108.3      94.9       94.3       94.2
Non-interest expense                     124.1      132.5     126.0      124.3      138.6     129.4      127.4      151.2
-------------------------------------------------------------------------------------------------------------------------

Income before taxes                       35.7      111.7     108.9       98.1       98.6     103.3      100.2       68.7
Income taxes related
  to earnings                             12.8       44.7      43.6       40.2       39.7      41.6       40.3       33.7
-------------------------------------------------------------------------------------------------------------------------
Net income                             $  22.9    $  67.0    $ 65.3    $  57.9    $  58.9    $ 61.7    $  59.9    $  35.0
=========================================================================================================================
Basic earnings per share               $  0.26    $  0.75    $ 0.72    $  0.63    $  0.63    $ 0.64    $  0.63    $  0.37
=========================================================================================================================
Diluted earnings per share             $  0.25    $  0.74    $ 0.71    $  0.63    $  0.62    $ 0.63    $  0.61    $  0.36
=========================================================================================================================
  High                                 $ 40.94    $ 30.25    $23.00    $ 23.44    $ 30.13    $34.63    $ 35.75    $ 36.69
  Low                                  $ 26.44    $ 20.00    $17.56    $ 15.50    $ 23.38    $25.19    $ 32.56    $ 30.38
  Closing                              $ 40.94    $ 29.62    $18.75    $ 19.62    $ 23.81    $26.56    $ 32.88    $ 34.75
=========================================================================================================================

</TABLE>


                                      50|51

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES


In our opinion, the accompanying consolidated statements of financial condition
and the related consolidated statements of income, of comprehensive income, of
changes in stockholders' equity, and of cash flows present fairly, in all
material respects, the financial position of GreenPoint Financial Corp. and its
subsidiaries at December 31, 2000 and 1999, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 2000, in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility of
the Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.


/s/ Pricewaterhouse Coopers LLP

New York, New York
January 18, 2001


<PAGE>

<TABLE>
<CAPTION>

DIRECTORS AND OFFICERS

BOARD OF DIRECTORS                                                                   SENIOR MANAGEMENT
<S>                                          <C>                                     <C>
BHARAT B. BHATT                              PETER T. PAUL                           THOMAS S. JOHNSON
President and                                Vice Chairman, and                      Chairman and
Chief Operating Officer                      President and                           Chief Executive Officer
                                             Chief Executive Officer
DAN F. HUEBNER                               of GreenPoint Credit                    Bharat B. Bhatt
Retired Vice Chairman                                                                President and
and Director of                              ALVIN N. PURYEAR                        Chief Operating Officer
Grumman Corporation                          Lawrence N. Field Professor
                                             of Entrepreneurship at                  PETER T. PAUL
WILLIAM M. JACKSON                           Bernard M. Baruch College of the        Vice Chairman, and
Partner with the law firm of Satterlee,      City University of New York             President and
Stephens, Burke & Burke, L.L.P.                                                      Chief Executive Officer
                                             ROBERT P. QUINN                         of GreenPoint Credit
THOMAS S. JOHNSON                            Retired General Partner and
Chairman and                                 Managing Director of                    JEAN C. BINGHAM
Chief Executive Officer                      Salomon Brothers Inc.                   Executive Vice President,
                                                                                     Risk Management
ROBERT M. MCLANE                             EDWARD C. SCHMULTS
Retired Senior Vice President                Retired Senior Vice President           HOWARD C. BLUVER
of Marsh & McLennan, Inc.                    and General Counsel of                  Executive Vice President and
                                             GTE Corporation                         General Counsel
CHARLES B. MCQUADE
President and                                ROBERT F. VIZZA                         S.A. IBRAHIM
Chief Executive Officer                      Retired President and                   President and
of the Securities Industry                   Chief Executive Officer                 Chief Executive Officer
Automation Corporation                       of St. Francis Hospital                 of GreenPoint Mortgage

                                                                                     JEFFREY R. LEEDS
                                                                                     Executive Vice President and
                                                                                     Chief Financial Officer

                                                                                     RAMESH N. SHAH
                                                                                     Executive Vice President,
                                                                                     Consumer Banking

                                                                                     MARY M. MASSIMO
                                                                                     Senior Vice President and
                                                                                     Human Resources Director


<CAPTION>

GREENPOINT FOUNDATION
BOARD OF DIRECTORS
<S>                                          <C>                                     <C>
THE REVEREND DR. CALVIN O. BUTTS III         THE MOST REVEREND JOSEPH M. SULLIVAN
The Abyssinian Baptist Church                Brooklyn Catholic Charities

REGINA PERUGGI, PH.D.
President
Marymount Manhattan College

</TABLE>


                                      52|53

<PAGE>

<TABLE>
<CAPTION>

CORPORATE INFORMATION

EXECUTIVE OFFICES                                          INDEPENDENT ACCOUNTANTS
<S>                                                        <C>
90 Park Avenue                                             PricewaterhouseCoopers LLP
New York, NY  10016-1303                                   1177 Avenue of the Americas
                                                           New York, NY  10036

<CAPTION>

COMMON STOCK                                               TRANSFER AGENT
<S>                                                        <C>
GreenPoint Financial Corp.'s common stock is listed        Mellon Investor Services LLC
on the New York Stock Exchange (NYSE) under the            P.O. Box 3315
symbol GPT.                                                South Hackensack, NJ 07606-1915
                                                           www.mellon-investor.com

<CAPTION>
SOURCES OF INFORMATION
<S>                                                        <C>
For more information relating to share positions,
transfer requirements, lost certificates and related
matters, call our transfer agent at: 1.888.224.2741.

For information regarding Annual and Quarterly
Reports and related matters, call our Stockholder
Relations Department at 212.834.1202.

</TABLE>