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

                                    FORM 10-K

(Mark One)

      |X|        Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                   For the fiscal year ended December 31, 1999

                                       OR

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

                         Commission file Number 0-22516

                           GreenPoint Financial Corp.
             (Exact name of registrant as specified in its charter)

                    Delaware                                    06-1379001
(State or other jurisdiction of incorporation or
                  organization)                                (IRS employer
                                                          identification number)

       90 Park Avenue, New York, New York                          10016
    (Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number, including area code: (212) 834-1201

           Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
       None                                              None

           Securities registered pursuant to Section 12(g) of the Act:

                               Title of each class
                               -------------------
                          Common Stock $0.01 par value

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

Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 27, 2000: Common stock par value $0.01 per share,
$1,707,748,925.

This figure is based on the closing price by the New York Stock Exchange
("NYSE") for a share of the registrant's common stock on March 27, 2000 which
was $19.375 as reported in the Wall Street Journal on March 28, 2000. The number
of shares of the registrant's Common Stock issued and outstanding as of March
27, 2000 was 104,008,117 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the Annual Meeting of
Shareholders to be held on May 5, 2000, and the Annual Report to Shareholders
for fiscal 1999 are incorporated herein by reference--Parts II, III and IV.
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                             No.
                                                                            ----

                                     PART I

ITEM 1.    BUSINESS .....................................................      1

  General ...............................................................      1

  Mortgage Banking Activities ...........................................      2

  Manufactured Housing Activities .......................................      3

  Consumer Banking Activities ...........................................      4

  Competition ...........................................................      5

  Market Risk Management ................................................      6

  Liquidity Management ..................................................      6

  Credit Risk ...........................................................      7

  Securities Investment Activities ......................................     14

  Sources of Funds ......................................................     16

  Subsidiary Activities .................................................     18

  Personnel .............................................................     19

  Federal Taxation ......................................................     19

  State and Local Taxation ..............................................     20

  Bank Regulation and Supervision .......................................     21

ITEM 2.    PROPERTIES ...................................................     24

ITEM 3.    LEGAL PROCEEDINGS ............................................     24

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ..........     25

ITEM 4A.   EXECUTIVE OFFICERS ...........................................     25

                                     PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS ..........................................     27

ITEM 6.    SELECTED FINANCIAL DATA ......................................     27

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS ..........................     27

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ON MARKET RISK ......     27

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ..................     27

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE ..........................     27

<PAGE>

                                                                            Page
                                                                             No.
                                                                            ----

                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ...........     28

ITEM 11.   EXECUTIVE COMPENSATION .......................................     28

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT ...............................................     28

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ...............     28

                                     PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
           REPORTS ON FORM 8-K ..........................................     29
<PAGE>

                                     PART I

ITEM 1. BUSINESS

General

      GreenPoint Financial Corp. (the "Company" or "GreenPoint") is a bank
holding company organized under the laws of the state of Delaware and registered
under the Bank Holding Company Act of 1956, as amended.

      The Company is a leading national specialty housing finance company that
provides a variety of financial services, primarily through its three
subsidiaries, GreenPoint Bank, a New York State chartered savings bank (the
"Bank"), GreenPoint Mortgage Funding, Inc. ("GPM"), a New York Corporation
wholly-owned by the Bank and headquartered in Larkspur, California, and
GreenPoint Credit, LLC ("GreenPoint Credit"), a Delaware corporation
wholly-owned by the Bank and headquartered in San Diego, California. GPM is the
leading national lender in no documentation ("No Doc") and alternative A ("Alt
A") residential mortgages, and GreenPoint Credit is the second largest lender
nationally in the manufactured housing finance industry.

      Through the Bank, GPM and GreenPoint Credit, the Company is primarily
engaged in lending throughout the nation. GPM originates both adjustable and
fixed rate mortgage loans, primarily through a network of mortgage brokers,
mortgage bankers, attorneys and other real estate professionals and, to a lesser
extent, from customers and members of the local communities in GreenPoint's
lending area. GreenPoint Credit is engaged in originating and servicing
manufactured housing loans. The Bank continues to attract retail deposits from
the general public and invests those deposits, together with funds generated
from operations, in loans and marketable securities. The Bank's revenues are
derived principally from interest on its loan portfolio and investment
securities, proceeds from the sales or securitizations of mortgage and
manufactured housing loans and fees from servicing these loans. The Bank's
primary sources of funds are deposits, proceeds from loan sales and
securitizations, and proceeds from principal and interest payments on loans,
mortgage-backed securities and other securities.

      GreenPoint Community Development Corp. ("GPCDC") was organized in 1993 as
a for-profit community development subsidiary of the Company. Complementing the
Bank's leadership in lending in low- and moderate-income areas and to
minorities, GPCDC's focus is primarily on special lending programs, development
opportunities and assistance, consulting and other activities that promote the
objective of greater access to affordable housing for low- and moderate-income
persons residing in the areas served by the Company.

      On March 30, 1999, the Company completed the acquisition of Headlands
Mortgage Company ("Headlands") that 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.

Forward-Looking Statements

      This Annual Report on Form 10-K 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; tangible capital generation; 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 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 and
prepayments on loans made by the Company and each of its affiliates; 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.


                                       1
<PAGE>

Mortgage Banking Activities

Products and Services

      The Company, through its mortgage banking subsidiary GreenPoint Mortgage
Funding, Inc. ("GPM") is in the business of originating, selling, securitizing,
and servicing mortgage loans secured by one-to four- family residences. Also,
certain loans originated by GPM are retained in the Bank's loan portfolio. As a
specialty mortgage lender, GPM's strategy is to focus on specialized mortgage
loan products for primarily high credit quality borrowers. GPM generally places
an emphasis on credit scores obtained from three major credit bureaus to
evaluate the credit quality of borrowers. GPM considers " high credit quality
borrowers" to be those whose credit scores equal or exceed levels required for
the sale or exchange of their mortgage loans through the Federal National
Mortgage Association ("Fannie Mae") or the Federal Home Loan Mortgage Operation
("Freddie Mac") (collectively "the agencies"). The specialized mortgage loans
targeted by GPM provide a relatively greater "spread" (i.e., greater interest
and other income to the originator relative to the cost associated with funding
and selling the mortgage loans) compared to other mortgage loans that present a
similar credit risk. GPM believes that its wholesale lending channel supported
by its correspondent and retail lending channels, provides an efficient and
responsive origination system for the types of mortgage loans it seeks to
originate.

      GPM presently offers a broad range of mortgage loan products in order to
provide maximum flexibility to borrowers and third party mortgage brokers and
other entities through which it originates mortgage loans.

      Agency Mortgage Loans. These mortgage loans satisfy the underwriting
criteria for sale or exchange through one of the Agencies:

      Non-agency Mortgage Loans. These mortgage loans fail to satisfy the
criteria to be Agency mortgage loans for one or more reasons. Certain of these
mortgage loans ("Jumbos") generally meet the Agency criteria but exceed the
maximum loan size (currently $252,700 for single-family, one-unit mortgage loans
in the continental United States). Jumbos are generally eligible for sale to one
of the nationally privately- sponsored mortgage conduits.

      Certain other non-agency mortgage loans ("Alt A") may fail to satisfy
other elements of the agency underwriting criteria, such as those relating to
documentation, employment history, income verification, loan to value ratios,
qualifying ratios, or required borrower net worth. GPM emphasizes the
origination of mortgage loans which fail to satisfy one or more of the agency
and national conduit underwriting criteria but which, from a credit risk
standpoint (as determined primarily by credit score), present a comparable risk
profile.

      Home Equity Mortgage Loans. Home equity mortgage loans are generally
secured by second liens on the related property. Home equity mortgage loans can
take the form of a home equity line of credit ("HELOC") or a closed end loan.
Both types of home equity mortgage loans are designed primarily for high credit
quality borrowers and are underwritten according to GPM's criteria for
second-lien mortgage loans. Home equity mortgage loans are originated in some
instances in conjunction with GPM's origination of a first mortgage loan on the
related property.

      Limited Documentation Mortgage Loan Product ("No Doc" loans). No Doc loans
serve a particular niche of borrowers willing to pay a premium in the form of
higher interest rates and loan fees and provide larger down payments. In return,
the borrower receives more expedient loan processing by virtue of providing less
income and asset information, as compared to loans underwritten in conformance
with Agency standards. These loans are typically held for investment in the
Company's loan portfolio. As a result of this strategy, combined with strict
appraisal requirements, the Company has achieved higher interest margins and
levels of net interest income compared to typical Agency conforming loans which,
in turn, has resulted in a high level of profitability, despite traditionally
higher levels of loan delinquency.


                                       2
<PAGE>

Credit Parameters

      Loan amount limits, maximum loan-to-value ratios and loan pricing are
guided by an evaluation of a borrower's credit history and the loan purpose.
This evaluation results in a borrower being classified in a particular loan
level category, to which lending parameters have been ascribed by GPM. In making
this determination, GPM obtains credit verification from three independent
credit bureaus prior to entering into loan commitments. Factors considered in
making the commitment include the number and length of time credit lines have
been outstanding, prior mortgage loan payment histories, performance on
installment loans and revolving lines of credit, collection and charge-off
experience, and prior bankruptcies and foreclosures. GPM also considers a credit
score ascribed to the borrower under a credit evaluation methodology developed
by Fair, Isaac and Company ("FICO"). This score indicates, based on their
statistical analysis, the percentage of borrowers that would be expected to
become 90 days delinquent on an additional loan.

Mortgage Loan Servicing

      GPM also engages in mortgage loan servicing, which includes the processing
of mortgage loan payments and the administration of mortgage loans. GPM's
primary source of servicing rights is the Bank's loan portfolio and mortgage
loans it has originated and sold, and for which it has retained the right to
service. As of December 31, 1999, GPM's mortgage loan servicing portfolio
consisted of approximately 160,000 one- to four-family residential mortgage
loans with an aggregate principal balance of $15.6 billion, including $9.5
billion serviced for GreenPoint and $6.1 billion serviced for other investors.
GPM can realize the value embedded in its mortgage loan servicing portfolio
immediately by selling its mortgage loan servicing rights or, alternatively, it
can realize the value gradually over the life of the mortgage loan servicing
portfolio through the receipt of monthly mortgage loan servicing fees.

Manufactured Housing Activities

Products and Services

      During 1998, the Company expanded its lending activities through the
acquisition of BankAmerica Housing Services, which is the second largest lender
nationally in the manufactured housing finance industry. The Company was renamed
GreenPoint Credit. GreenPoint Credit originates a variety of fixed and variable
rate loans in the manufactured housing market. GreenPoint Credit serves 48
states through its principal offices in San Diego, California and service
centers throughout the United States. Manufactured housing ("MH") or a
"manufactured home" is a structure, transportable in one or more sections, which
is designed to be a dwelling with or without a permanent foundation.

      GreenPoint Credit pools and securitizes substantially all of the loans it
originates, retaining the servicing on these loans. Such pools are structured
into asset-backed securities, which are primarily sold in the public securities
markets. GreenPoint Credit services these loans, collecting payments from the
borrower and remitting principal and interest payments to the holder of the
contract, or investor certificate backed by the loans. During 1999, the Company
securitized $2.4 billion of manufactured housing loans and sold as whole loans
$0.4 billion of manufactured housing Land/Home loans.

      MH financing transactions are originated on either an "indirect" or
"direct" basis. All direct or indirect originations are written on forms
provided or approved by GreenPoint Credit and are originated or purchased on an
individually approved basis in accordance with GreenPoint Credit underwriting
guidelines. Under an indirect financing transaction, a dealer sells a product to
a customer and enters into a sales contract with the customer evidencing a
monetary obligation and providing security for that obligation. Upon
satisfactory review, GreenPoint Credit purchases such sales contracts from
retailers. If a retailer wishes to make such financing available to its
customers, the retailer would apply for retailer approval. Upon satisfactory
results of GreenPoint Credit's investigation of the retailer's creditworthiness
and general business reputation, GreenPoint Credit and the retailer would enter
into a retailer agreement.

      Under a direct origination, GreenPoint Credit and the borrower are direct
parties to the loan documentation, which evidences the borrower's obligation to
GreenPoint Credit. GreenPoint Credit originated $3.0 billion of manufactured
housing loans in 1999; 94% indirectly purchased from dealers and 6% directly
originated.


                                       3
<PAGE>

      GreenPoint Credit offers a variety of "Home Only" and "Land/Home" products
with fixed and variable rate options. The Home Only loans are secured by the
manufactured home and is a conventional loan program for new and previously
owned manufactured homes. Land/Home loans are secured by both the manufactured
home and the land.

Credit Parameters

      GreenPoint Credit believes that the creditworthiness of a potential
borrower should be the most important criterion in determining whether to
approve the purchase or origination of a loan. The borrower's creditworthiness
is measured by custom credit scorecards, which were developed in conjunction
with FICO based on GreenPoint Credit's extensive portfolio. GreenPoint Credit
continually monitors the performance of its scorecards to ensure that they are
correctly rank-ordering the borrowers' credit risk. The borrowers' credit
history, employment history, residence history and debt to income ratio are also
reviewed by GreenPoint Credit personnel as part of the underwriting decision.
GreenPoint Credit's lending criteria also vary by product type to reflect the
risk associated with each product.

Loan Servicing

      GreenPoint Credit's servicing responsibilities include collecting
principal and interest payments, taxes, insurance premiums and other payments
from obligors and, when such loans are not owned by GreenPoint Credit, remitting
principal and interest payments to the owners. Collection procedures, which are
managed at the regional office level, include repossession and resale of
manufactured homes securing defaulted loans (and foreclosure if land is
involved). GreenPoint Credit will enter into workout agreements with obligors
under certain defaulted loans, if deemed advisable. Although decisions as to
whether to repossess any manufactured home are made on an individual basis,
GreenPoint Credit's general policy is to institute repossession procedures
promptly after regional office personnel determine that it is unlikely that a
defaulted loan will be brought current, and thereafter to diligently pursue the
resale of such manufactured homes.

      GreenPoint Credit services loans on behalf of other entities and its own
portfolio. During 1999, GreenPoint Credit securitized or sold $2.8 billion of
manufactured housing loans in eight transactions that resulted in retained
servicing. At December 31, 1999, GreenPoint Credit serviced approximately
449,700 manufactured housing loans with an outstanding principal balance of
$13.6 billion.

      GreenPoint Credit receives a servicing fee equal to approximately 1% of
the outstanding principal balance of each loan serviced for customers.
GreenPoint Credit collects servicing fees out of the borrowers monthly payments.
In addition, GreenPoint Credit recognizes interest income on trust accounts and
late charge fee income on loans serviced for other entities. GreenPoint Credit
is not responsible for repossession costs incurred on loans serviced for other
entities. In 1999, GreenPoint Credit's gross revenues generated from loan
servicing totaled $94.0 million.

      Greenpoint credit maintains regular contact with the borrower through
telephone calls, approved mailings and field contact to collect delinquent
accounts. The collection staff work staggered schedules to maximize customer
contact while following the guidelines of the Federal Fair Debt and Collection
Practices Act. On or about the 61st day of delinquency, a notice of default is
sent to the borrower demanding payment in full of all arrears within a 30 day
time period. Collection efforts continue throughout the default period and if
the borrower has not paid by the default deadline, the account is referred to an
attorney to commence repossession proceedings.

      At December 31, 1999, GreenPoint Credit serviced approximately 17,900
manufactured housing loans in its own portfolio with an outstanding principal
balance of $622.0 million. GreenPoint Credit does not recognize service fee
income for loans serviced in its own portfolio.

Consumer Banking Activities

      The Consumer Branch Network ("Branch Network") consists of 73 full-service
banking offices with 102 automated teller machines. The Branch Network operates
29 branches in Long Island, 40 branches in New York City, and 4 branches in
Westchester County in New York. In addition to its branch system, the Bank's
deposit gathering network includes its telephone banking system. The Branch
Network also offers a variety of financial services to meet the needs of the
communities it serves. Among the services offered are traditional time, savings
and checking accounts, annuity products, mutual funds, mortgages, home equity
loans, credit and debit cards, Savings Bank Life Insurance, safe deposit
services, student loans, installment loans and automatic payroll and Social
Security deposit programs.


                                       4
<PAGE>

Competition

      The Company faces significant competition both in making loans and in
attracting deposits. The Company's competition for loans comes principally from
savings banks, commercial banks, savings and loan associations, mortgage banking
companies and credit unions. Its most direct competition for deposits has
historically come from savings and loan associations, savings banks, commercial
banks and credit unions. The New York City metropolitan area has a high density
of financial institutions, many of which are branches of significantly larger
institutions which have greater financial resources than the Company. The Bank
faces additional competition for deposits from non-depository competitors such
as the mutual fund industry, securities and brokerage firms and insurance
companies.

      GPM faces intense competition, primarily from commercial banks, savings
and loans and other mortgage lenders. As GPM expands into particular geographic
markets, it will face competition from mortgage lenders with established
positions in such markets. Competition can take place on various levels,
including convenience in obtaining a mortgage loan, service, marketing,
origination channels and pricing. Many of GPM's competitors in the financial
services business are substantially larger and have more capital and other
resources than GPM. Many of GPM's competitors are well established in the
specialty mortgage loan market and a number of others are recent entrants into
that market seeking the relatively attractive profit margins currently
associated with specialty mortgage loan products. Fannie Mae and Freddie Mac are
currently developing technologies and business practices that will expand the
scope of mortgage loans eligible to be Agency mortgage loans, which may include
some Alt A and subprime mortgage loans. To the extent market pricing for GPM's
mortgage loan products becomes more competitive, it may be more difficult to
originate and purchase mortgage loans with attractive yields in sufficient
volume to maintain profitability.

      GPM depends primarily on independent mortgage brokers and, to a lesser
extent, on correspondent lenders, for the origination and purchase of its
wholesale mortgage loans, which constitute a significant portion of GPM's
mortgage loan production. These independent mortgage brokers deal with multiple
lenders for each prospective borrower. GPM competes with these lenders for the
independent brokers' business on the basis of price, service, loan fees, costs
and other factors. GPM's competitors also seek to establish relationships with
such brokers, who are not obligated by contract or otherwise to do business with
GPM. GPM's future results of operations and financial condition may be
vulnerable to changes in the volume and costs of its wholesale mortgage loans
resulting from, among other things, competition from other lenders and
purchasers of such mortgage loans.

      GreenPoint Credit is directly influenced by consumer demand for new
financing and refinancing of manufactured homes. This demand is driven by
several variables, including regional market trends, economic conditions,
individual preferences and market demographics. GreenPoint Credit's competition
is comprised of a variety of regional and national lending institutions. Finance
companies, banks and credit unions are consistently the primary competitors.
Recently, consolidation has taken place in the retail sector, dominated mainly
by vertically-integrated manufacturers. This consolidation could affect the
competitive environment.

      GreenPoint Credit competes by offering competitive interest rates and
flexible financing programs, outstanding service to retailers and customers, as
well as timely credit reviews and decisions. Interest rates are a key component
to overall profitability.

      As with traditional, site-built homes, sales of manufactured and modular
homes are subject to seasonal peaks and declines. Sales peak during the spring
and summer months, and decline during fall and winter. Home sales involving land
improvement and/or construction are particularly vulnerable in geographic areas
with inclement winters. To increase home sales during seasonal declines,
GreenPoint Credit frequently offers special incentive and/or loan programs to
retailers and customers.

      The types of loans that the Company may originate are subject to federal
and state laws and regulations. Interest rates charged by GreenPoint on loans
are affected principally by the demand for such loans and the supply of money
available for lending purposes and the rates offered by its competitors. These
factors are, in turn, affected by general and economic conditions, monetary
policies of the federal government, including the Federal Reserve Board ("FRB"),
legislative tax policies and governmental budgetary matters.


                                       5
<PAGE>

Market Risk Management

      Interest rate risk arises in the ordinary course of the Company's
business, as the repricing characteristics of its loans do not necessarily match
those of its deposit liabilities. The resulting interest rate risk is managed by
careful attention to the mix of asset maturities and deposit offerings and by
adjustments to the Company's investment portfolio and the use of off balance
sheet instruments such as interest rate swaps. The investment strategies are
designed and implemented by the Asset and Liability Management Committee,
("ALCO") within policies and limits approved by the Board of Directors. ALCO
makes use of a variety of tools to measure market risk. Among these are gap
repricing reports and income simulations that provide estimates of the Company's
earnings sensitivities to various interest rate changes.

      Market risk also arises as the Company originates and accumulates fixed
rate mortgage and manufactured housing loans prior to their sale or
securitization. As applications are approved, a commitment is made to lend at a
specified interest rate. Should rates rise, either prior to closing or after
closing but prior to sale or securitization, the price at which the loan will be
sold or securitized will decline. Hedging strategies, using forward sales in the
case of residential mortgages, and interest rate swaps in the case of
manufactured housing, are implemented to mitigate the risk of lowered prices in
rising rate environments. Refer to Company's Annual Report to Shareholders for
Fiscal Year ended December 31, 1999, pages 21-26.

Liquidity Management

      Liquidity management involves planning to meet anticipated funding needs
at a reasonable cost, as well as developing contingency plans to meet
unanticipated funding needs. Liquidity management is governed by policies
formulated and monitored by ALCO, which take into account the marketability of
assets, the sources and stability of funding, and the level of unfunded
commitments.

      Long-term liquidity needs are also provided by a large core deposit base,
which is the most stable source of liquidity a bank can have, due to the
long-term relationship with depositors and the deposit insurance provided by the
FDIC. Deposit funding is supplemented by long-term debt, advances from the
Federal Home Loan Bank of New York ("FHLB-NY") and other borrowings. The
discount window of the Federal Reserve Bank of New York is available to the
Company, to the extent that eligible collateral has been pledged, as a lender of
last resort.


                                       6
<PAGE>

Credit Risk

      The Company assumes credit risk primarily in its held-for-investment loan
portfolio, and in the recourse it provides in conjunction with loan sales or
securitizations.

Loans held for Investment Portfolio

      The majority of the Company's loan portfolio consists of fixed and ARM
loans secured by one-to four-family residences and to a lesser extent,
multi-family residential loans, commercial real estate loans and other loans
held for investment.

      The following tables set forth the composition of the loans receivable
held for investment, in dollar amounts and in percentages of the respective
portfolios at the dates indicated.

<TABLE>
<CAPTION>
                                                                             December 31,
                                                 --------------------------------------------------------------------
                                                         1999                    1998                    1997
                                                 --------------------    --------------------    --------------------
                                                             Percent                 Percent                 Percent
                                                 Amounts     of Total    Amounts     of Total    Amounts     of Total
                                                 --------    --------    --------    --------    --------    --------
                                                                        (Dollars in millions)
<S>                                              <C>             <C>     <C>             <C>     <C>             <C>
Loans receivable held for investment:
Mortgage loans:
     One-to four-family                          $7,474.6        80.3%   $8,023.1        85.3%   $7,682.1        86.0%
      Multi-family                                  458.0         4.9       594.4         6.3       621.0         7.0
     Commercial                                     626.9         6.7       573.8         6.1       537.1         6.0
     Home equity loans                               89.3         1.0        82.1         0.9        66.3         0.7
                                                 --------    --------    --------    --------    --------    --------
Total mortgage loans held for investment          8,648.8        92.9     9,273.4        98.6     8,906.5        99.7
                                                 --------    --------    --------    --------    --------    --------
Other loans:
     Loans secured by depositors' funds              22.8         0.3        24.0         0.3        30.1         0.3
     Manufactured housing loans                     590.1         6.3          --          --          --          --
     Recreational vehicle loans                      16.6         0.2        23.7         0.3          --          --
     All other loans                                 29.9         0.3        79.5         0.8          --          --
                                                 --------    --------    --------    --------    --------    --------
Total other loans                                   659.4         7.1       127.2         1.4        30.1         0.3
                                                 --------    --------    --------    --------    --------    --------
Total loans receivable held for investment        9,308.2       100.0%    9,400.6       100.0%    8,936.6       100.0%
                                                 --------    --------    --------    --------    --------    --------
Less:
Net deferred loan origination fees and
     unearned discount                              (15.0)                  (14.3)                  (31.2)
Allowance for possible loan losses                 (113.0)                 (113.0)                 (109.0)
                                                 --------                --------                --------
    Loans receivable held for investment, net    $9,180.2                $9,273.3                $8,796.4
                                                 ========                ========                ========

<CAPTION>
                                                                 December 31,
                                                 ---------------------------------------------
                                                         1996                    1995
                                                 --------------------    --------------------
                                                             Percent                 Percent
                                                 Amounts     of Total    Amounts     of Total
                                                 --------    --------    --------    --------
                                                            (Dollars in millions)
<S>                                              <C>            <C>      <C>            <C>
Loans receivable held for investment:
Mortgage loans:
     One-to four-family                          $6,395.1        85.9%   $5,136.5        85.3%
     Multi-family                                   545.5         7.3       475.9         7.9
     Commercial                                     467.9         6.3       376.8         6.3
     Home equity loans                               16.2         0.2         4.7         0.1
                                                 --------    --------    --------    --------
Total mortgage loans held for investment          7,424.7        99.7     5,993.9        99.6
                                                 --------    --------    --------    --------
Other loans:
     Loans secured by depositors' funds              23.5         0.3        29.5         0.4
     Manufactured housing loans                        --          --          --          --
     Recreational vehicle loans                        --          --          --          --
     All other loans                                   --          --         0.1          --
                                                 --------    --------    --------    --------
Total other loans                                    23.5         0.3        29.6         0.4
                                                 --------    --------    --------    --------
Total loans receivable held for investment        7,448.2       100.0%    6,023.5       100.0%
                                                 --------    --------    --------    --------
Less:
Net deferred loan origination fees and
     unearned discount                              (48.2)                  (58.3)
Allowance for possible loan losses                 (105.0)                 (105.5)
                                                 --------                --------
     Loans receivable held for investment, net   $7,295.0                $5,859.7
                                                 ========                ========
</TABLE>


                                       7
<PAGE>

      As of December 31, 1999, 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%.

      Loan Maturity and Repricing. The following table shows the contractual
maturities of the Company's loan portfolio, including loans receivable held for
sale, at December 31, 1999. The table does not include prepayments or scheduled
principal amortization. Prepayments and scheduled principal amortization on
mortgage loans totaled $2.2 billion for the year ended December 31, 1999.

<TABLE>
<CAPTION>
                                            December 31, 1999
                      -----------------------------------------------------------

                          Mortgage Loans
                      -----------------------------------
                      One-to Four-   Multi-                   Other    Total Loans
                         Family      Family    Commercial     Loans     Receivable
                      ------------  ---------  ----------   ---------  ----------
                                          (Dollars in millions)
<S>                     <C>         <C>         <C>         <C>         <C>
Amounts due (1):
  Within one year       $     9.5   $     0.9   $     2.0   $   108.2   $   120.6
  One to five years         269.3        43.6        39.0        17.1       369.0
  Over five years         7,925.3       389.3       564.7       932.7     9,812.0
                        ---------   ---------   ---------   ---------   ---------
    Total amounts due   $ 8,204.1   $   433.8   $   605.7   $ 1,058.0   $10,301.6
                        =========   =========   =========   =========   =========
</TABLE>

(1)        Does not include non-accrual loans.

      The following table sets forth, at December 31, 1999, the dollar amount of
all fixed rate loans contractually due and adjustable rate loans repricing after
December 31, 2000.

                                        Due or Repricing After December 31, 2000
                                        ----------------------------------------
                                          Fixed        Adjustable         Total
                                        --------       ----------       --------
                                                  (Dollars in millions)
Mortgage loans (1):
  One-to four-family                    $6,295.8        $   35.5        $6,331.3
  Multi-family                             419.7             4.4           424.1
  Commercial                               568.1             9.6           577.7
Other loans (1)                            949.8              --           949.8
                                        --------        --------        --------
  Total loans receivable                $8,233.4        $   49.5        $8,282.9
                                        ========        ========        ========

(1)   Does not include non-accrual loans.


                                       8
<PAGE>

      At December 31, 1999, 1998, 1997, 1996 and 1995, loans delinquent 90 days
or more were as follows:

                                                December 31,
                            ----------------------------------------------------
                                      1999                        1998
                            -------------------------    -----------------------
                                              90 days or more
                            ----------------------------------------------------
                                          Principal                    Principal
                            Number of    Balance of      Number of    Balance of
                              Loans         Loans         Loans          Loans
                            ----------   ------------    ---------    ----------
                                            (Dollars in millions)
Mortgage loans:
  One-to four-family          1,379        $ 166.5         1,930        $ 213.1
  Multi-family                  184           23.6           286           33.7
  Commercial real estate        152           21.4           192           24.7
  Home equity loans              27            1.9            26            1.6
                              -----        -------         -----        -------
    Total mortgage loans      1,742          213.4         2,434          273.1
Other loans                     239            2.3           134            1.3
                              -----        -------         -----        -------
    Total loans               1,981        $ 215.7         2,568        $ 274.4
                              =====        =======         =====        =======

Delinquent loans to
  total loans                                 2.05%                        2.50%

<TABLE>
<CAPTION>
                                                          December 31,
                            -----------------------------------------------------------------------
                                    1997                     1996                     1995
                            ---------------------    ---------------------    ---------------------
                                                         90 days or more
                            -----------------------------------------------------------------------
                                        Principal                Principal                Principal
                            Number of  Balance of    Number of  Balance of    Number of  Balance of
                              Loans       Loans        Loans       Loans        Loans       Loans
                            ---------  ----------    ---------  ----------    ---------  ----------
                                                     (Dollars in millions)
<S>                           <C>        <C>           <C>        <C>           <C>        <C>
Mortgage loans:
  One-to four-family          2,596      $ 254.6       2,559      $ 242.7       2,737      $ 254.3
  Multi-family                  372         41.0         430         46.0         533         57.9
  Commercial real estate        258         34.0         271         35.2         358         46.8
  Home equity loans              48          1.1           7          0.5          16          0.8
                              -----      -------       -----      -------       -----      -------
    Total mortgage loans      3,274        330.7       3,267        324.4       3,644        359.8
Other loans                      84          0.1         168          0.1          --           --
                              -----      -------       -----      -------       -----      -------
    Total loans               3,358      $ 330.8       3,435      $ 324.5       3,644      $ 359.8
                              =====      =======       =====      =======       =====      =======

Delinquent loans to
  total loans                               3.46%                    4.25%                    5.77%
</TABLE>


                                       9
<PAGE>

      The following table sets forth information regarding all non-accrual
loans, including loans in forbearance, loans which are 90 days or more
delinquent but on which the Company is accruing interest and other real estate
owned at the dates indicated. If all non-accrual loans had been performing in
accordance with their original terms, the Company would have recorded interest
income of $30.3 million, as opposed to $27.4 million, which was included in
interest income for the year ended December 31, 1998.

<TABLE>
<CAPTION>
                                                                      December 31
                                            ---------------------------------------------------------------
                                             1999          1998          1997          1996          1995
                                            -------       -------       -------       -------       -------
                                                                 (Dollars in millions)
<S>                                         <C>           <C>           <C>           <C>           <C>
Non-accrual mortgage loans                  $ 219.3       $ 285.1       $ 355.0       $ 356.0       $ 402.1
Non-accrual other loans (1)                     0.2           0.1           0.1           0.1            --
Other loans 90 days or more delinquent
  and still accruing                            2.2           1.2            --            --            --
                                            -------       -------       -------       -------       -------
    Total non-performing loans (2)            221.7         286.4         355.1         356.1         402.1
                                            -------       -------       -------       -------       -------
Other real estate owned, net (3)                7.6          11.5          24.1          29.5          30.9
                                            -------       -------       -------       -------       -------
    Total non-performing assets             $ 229.3       $ 297.9       $ 379.2       $ 385.6       $ 433.0
                                            =======       =======       =======       =======       =======

Non-performing loans to total loans
  held for investment                          2.36%         3.03%         3.97%         4.78%         6.68%

Non-performing assets to total assets          1.47%         1.98%         2.74%         2.83%         2.92%
</TABLE>

(1)   Excluding certain other loans delinquent 90 days or more, such as
      guaranteed student loans, on which principal and interest are guaranteed
      by the U.S. government and certain other loans on which delinquent
      principal and interest may be deducted from the borrower's deposit account
      balances.

(2)   As of December 31, 1999, non-accrual loans included 1,435 one-to
      four-family loans, with an aggregate. $171.2 million, 191 multi-family
      loans with an aggregate balance of $24.1 million, 156 commercial real
      estate loans with an aggregate balance of $22.2 million, 239 other loans
      with an aggregate balance of $0.2 million and 27 home equity loans with an
      aggregate balance of $1.8 million.

(3)   Net of related valuation allowance of $0.3 million, $0.3 million, $0.9
      million, $1.3 million, and $2.2 million for foreclosed real estate at
      December 31, 1999, 1998, 1997, 1996 and 1995, respectively.

      At December 31, 1999, the Company's net other real estate owned totaled
$7.6 million and was held directly by the Company and by subsidiaries of the
Company which were formed for the purpose of holding and maintaining certain
other real estate. See -"Subsidiary Activities." At such date, the aggregate
gross value of other real estate owned was comprised of 49 one-to four-family
properties with an aggregate carrying value of $5.4 million, 11 multi-family
properties with an aggregate carrying value of $1.4 million and 8 commercial
real estate properties with an aggregate carrying value of $1.1 million. The
Company or an independent inspector generally conducts monthly external
inspections on all properties securing loans in foreclosure and generally
conducts external appraisals on all properties prior to taking ownership of the
property. Based upon such inspections and appraisals, the Company will charge
off any loan principal that it deems necessary. The Company or an independent
inspector conducts periodic inspections of its foreclosed real estate and
periodically adjusts its valuation allowance for possible declines in the value
of other real estate owned. The Company's valuation allowance for other real
estate owned at December 31, 1999 totaled $0.3 million, or 3.9% of the aggregate
gross value of other real estate owned. The Company is currently offering for
sale substantially all real estate owned as a result of foreclosure, through
brokers and through its own personnel.

      The Company's policies permit the financing of the sale of its foreclosed
real estate on substantially the same terms applicable to its other real estate
mortgage loans with the exception that the Company may loan up to 85% of the
lesser of the appraised value or sales price of the foreclosed property.


                                       10
<PAGE>

Allowance for Possible Loan Losses

      The Company has set forth a policy for establishment and review of the
adequacy of the allowance for loan losses. The policy requires management to
provide for estimated future costs related to 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.

      The following table sets forth the Company's allowance for possible loan
losses at the dates and for the periods indicated. The balances below represent
general loan loss reserves and are not allocable to specific loans in the
Company's portfolio.

<TABLE>
<CAPTION>
                                                                                December 31,
                                                    -------------------------------------------------------------------
                                                     1999           1998           1997           1996           1995
                                                    -------        -------        -------        -------        -------
                                                                           (Dollars in millions)
<S>                                                 <C>            <C>            <C>            <C>            <C>
Balance at beginning of period                      $ 113.0        $ 109.0        $ 105.0        $ 105.5        $ 103.0
Provisions charged to income                           14.2           13.8           18.9           15.7            9.5
Loans charged-off:
  Mortgage loans held for investment                   (1.0)          (1.9)          (4.4)          (4.7)          (5.3)
  Other loans                                          (6.8)          (1.0)          (0.3)          (0.2)            --
  Mortgage loans held for sale                           --             --             --             --             --
  Net loan foreclosure costs                           (6.9)          (7.7)         (11.3)         (12.6)         (10.2)
                                                    -------        -------        -------        -------        -------
Total charge-offs                                     (14.7)         (10.6)         (16.0)         (17.5)         (15.5)
Recoveries                                              0.5            0.8            1.1            1.3            8.5(1)
                                                    -------        -------        -------        -------        -------
Balance at end of period                            $ 113.0        $ 113.0        $ 109.0        $ 105.0        $ 105.5
                                                    =======        =======        =======        =======        =======

Ratio of net charge-offs during the period to
  average loans outstanding during the period          0.15%          0.11%          0.18%          0.25%          0.12%(1)
Ratio of allowance for possible loan losses to
  total loans held for investment at the end
  of the period                                        1.21%          1.20%          1.22%          1.41%          1.75%
Ratio of allowance for possible loan losses to
  total non-performing loans at the end of
  the period                                          51.48%         39.63%         30.70%         29.48%         26.24%
</TABLE>

(1)   Includes a $6.1 million recovery of 1994's bulk sale charge-off. Excluding
      the effect of this recovery, the ratio of net charge-offs during the
      period to average loans during the period was 0.22%.


                                       11
<PAGE>

In determining the adequacy of the allowance for possible loan losses,
management makes use of statistical analyses of past loss experience for various
categories of loans, assessments of the current economic environment as it
affects borrowers' abilities to meet their obligations and the strength of the
markets in which the Company seeks to recover principal and other costs in the
liquidation of foreclosed and repossessed properties.

With respect to mortgage loans, consideration is given to the proportion of
loans that are current and in various stages of delinquency or foreclosure. In
addition to these factors, the risk of loss is also affected by the type of
property backing the loans, such as single of multi-family or mixed used
commercial. The foregoing considerations assist in determining the likelihood of
default and eventual foreclosure. The strength of the real estate markets in
which the Company lends is assessed to reach judgments on the eventual level of
recoveries.

In considering the potential for losses in the Company's manufactures housing
loan portfolio, several risk factors have been identified related to the type of
loan, the initial down payment, the type of unit financed (single vs.
multi-sectional) and the age of the loan. Using experienced gained from
servicing hundreds of thousands of loans, management makes judgments concerning
the likelihood of defaults for these various risks factors. Current trends in
the local markets for liquidating repossessions form expectations of recoveries.

Management expects the level of  charge-offs in the year ahead will exceed those
incurred in recent years. In general, the level of charge-offs on manufactured
housing loans runs substantially higher than those of residential mortgage as a
percentage of outstanding principal. The manufactured housing portfolio was
established in the third quarter of 1999, and will be held for all of the year
2000. However, the Company does not expect to add to the portfolio in the
future.


                                       12
<PAGE>

Other Credit Exposure

      GreenPoint securitizes or sells with recourse most of its manufactured
housing loans. At December 31, 1999 total loans outstanding under these
arrangements were $3.4 billion. GreenPoint retains most of the credit risk
inherent in these loans. Expected losses are deducted when estimating the gain
on sale and the initial value of retained interests. The value of retained
interests in the securitizations are reviewed each quarter. Based on recent loss
trends, the values are updated.

Loans Held for Sale

      The following table sets forth the composition of the Company's loans
receivable held for sale, at the dates indicated.

<TABLE>
<CAPTION>
                                                                  December 31,
                                          ----------------------------------------------------------
                                            1999         1998         1997        1996        1995
                                          --------     --------     --------    --------    --------
                                                             (Dollars in millions)
<S>                                       <C>          <C>          <C>         <C>         <C>
Loans receivable held for sale:
  Residential mortgage loans              $  814.1     $  904.8     $  646.4    $  237.5    $  264.8
  Guaranteed student loans                     2.4          3.3          4.2         4.5         6.9
  Manufactured housing loans                 265.8        535.2           --          --          --
  Manufactured housing land/home loans       130.6        139.1           --          --          --
  Deferred loan origination fees and
    unearned discount                         (4.9)        (4.3)         6.7         2.1         0.9
                                          --------     --------     --------    --------    --------
  Loans receivable held for sale, net     $1,208.0     $1,578.1     $  657.3    $  244.1    $  272.6
                                          ========     ========     ========    ========    ========
</TABLE>

Loan Sales

      GreenPoint sells those loans it does not place in its portfolio through
either (1) whole loan sales, which involves selling pools of loans to individual
purchasers, or (2) securitization, which involves the private placement or
public offering of pass-through asset-backed securities. This approach allows
GreenPoint to capitalize on favorable conditions in either the securitization or
whole loan sale market when loan production is sold. In addition, this dual
approach allows GreenPoint to diversify its exposure to the volatility of the
capital markets.

      Whole Loan Sales. Most mortgage loans and some manufactured housing loans
were sold as whole loans. These sales were predominately done without recourse,
meaning the credit risk on the loans was transferred to the buyer. For those
whole loans with recourse, the Company retains some credit risk. Whole loan
sales may either retain, or transfer to the buyer, the right to service the
loans.

      Securitization. The primary funding strategy of GreenPoint Credit is to
securitize manufactured housing loans originated or purchased. Management has
structured the operations and processes specifically for the purpose of
efficiently originating, purchasing, underwriting and servicing loans for
securitization in order to meet the requirements of rating agencies, credit
enhancers, and investors.


                                       13
<PAGE>

Securities Investment Activities

      The Board of Directors sets the securities investment policies of the
Company and the Bank. These policies contain guidelines and limits regarding the
credit quality, liquidity and market risk of the securities portfolios.

      The Company's investment policy permits investments in various types of
marketable investments including U.S. Treasury obligations, securities of
various federal agencies, mortgage-backed securities, asset-backed securities,
corporate debt securities, money market instruments, CD's, Bank notes, preferred
stock, commercial paper, municipal obligations, and equity. In addition, the
Company, as a member of the FHLB-NY, is required to maintain a specified
investment in the capital stock of the FHLB-NY.

      The Company's money market investments consist of interest-bearing
deposits in other banks, federal funds sold and securities purchased under
agreements to resell ("reverse repurchase agreements"). The reverse repurchase
agreements are collateralized by securities having market values of at least
102% of the amount of the funds advanced which are held by a third party
custodian.

      The Company designates securities as held to maturity, available for sale,
or held for trading purposes. Securities held for indefinite periods of time for
use in asset/liability management are classified as available for sale and are
carried at fair value with unrealized gains or losses excluded from earnings and
reported in accumulated other comprehensive income as a separate component of
stockholders' equity, net of tax. Securities held for trading purposes are
carried at fair value with market revaluations recognized as realized gains and
losses included in non-interest income.

      The Company has, through a third party agent bank/custodian, a securities
lending program whereby the Company receives a fee for lending its U.S.
government and federal agency securities to securities dealers. The securities
are collateralized by other U.S. government and federal agency securities having
a market value of at least 102% of the loaned securities which are held by the
third party bank/custodian. Pursuant to this program, the third party agent bank
indemnifies the Company for losses related to borrower defaults, market risk and
delivery failures.

      The table below sets forth certain information regarding the carrying and
market values of the Company's money market investments, securities available
for sale, securities held to maturity, and securities held for trading purposes.

<TABLE>
<CAPTION>
                                                                        December 31,
                                            ========----========----========----========----========----========
                                                    1999                    1998                    1997
                                            ========----========    ========----========    ========----========
                                            Amortized     Fair     Amortized      Fair      Amortized     Fair
                                               Cost      Value        Cost       Value         Cost      Value
                                           -========-   ========   -========    ========    ========-   ========
                                                                   (Dollars in millions)
<S>                      <C>                <C>         <C>         <C>         <C>         <C>         <C>
Money market investments (1)                $1,052.8    $1,052.8    $  924.2    $  924.2    $1,060.0    $1,060.0
                                            ========    ========    ========    ========    ========    ========
Securities:
Securities available for sale:
U. S. Government and Federal
  agency obligations:
    U. S. Treasury notes/bills              $     --    $     --    $     --    $     --    $  700.6    $  695.8

    Agency notes/asset-backed securities       139.8       138.1       260.5       260.3       125.9       125.8
Mortgage-backed securities                     918.1       894.2       561.0       566.4       780.6       779.6
Collateralized mortgage obligations            589.8       583.5       206.2       209.6       113.9       114.4
Trust certificates collateralized by
  GNMA securities                               16.7        16.7        26.6        26.5       124.5       123.6
Corporate asset-backed securities               25.0        25.0        25.0        24.9        25.0        25.0
Corporate bonds                                 33.8        33.7        24.3        24.2          --          --
Commercial paper                               169.4       169.4       145.7       145.7       113.5       113.5
Other                                          114.8       114.1        80.0        80.0        30.0        30.0
                                            --------    --------    --------    --------    --------    --------
    Total securities available for sale     $2,007.4    $1,974.7    $1,329.3    $1,337.6    $2,014.0    $2,007.7
                                            ========    ========    ========    ========    ========    ========
Securities held to maturity:
  Tax-exempt municipals                     $    0.5    $    0.5    $    0.6    $    0.6    $    0.6    $    0.6
  Financial                                      1.5         1.5         2.7         2.7         3.4         3.4
                                            --------    --------    --------    --------    --------    --------
    Total securities held to maturity       $    2.0    $    2.0    $    3.3    $    3.3    $    4.0    $    4.0
                                            ========    ========    ========    ========    ========    ========

Trading assets                              $     --    $     --    $     --    $     --    $   25.0    $   25.0
                                            ========    ========    ========    ========    ========    ========
</TABLE>

(1)   Consists of interest-bearing deposits in other banks, federal funds sold
      and securities purchased under agreements to resell.


                                       14
<PAGE>

      The table below sets forth certain information regarding the amortized
costs, weighted average yields and maturities of the Company's money market
investments, securities available for sale and held to maturity, and trading
assets at December 31, 1998. There were no securities (exclusive of obligations
of the U.S. government and federal agencies) issued by any one entity with a
total carrying value in excess of 10% of stockholders' equity at December 31,
1999.

<TABLE>
<CAPTION>
                                                                         at December 31, 1999
                                             ---------------------------------------------------------------------------
                                                One Year or Less           One to Five Years         Five to Ten Years
                                             ----------------------     ----------------------    ----------------------

                                                           Weighted                  Weighted                  Weighted
                                             Amortized      Average     Amortized    Average      Amortized     Average
                                               Cost          Yield        Cost        Yield         Cost         Yield
                                             ---------    ---------     ---------    ---------    ---------    ---------
                                                                        (Dollars in millions)
<S>                                          <C>               <C>         <C>           <C>      <C>               <C>
Money market investments (1)                 $ 1,052.8         5.89%    $     --          --%     $      --          --%
                                             =========                  =========                 =========

Securities available for sale:
Bonds and other investment securities
  U. S. agency notes and ABS securities      $      --          --%     $  139.8         6.71%    $      --          --%
  Mortgage-backed securities                       5.6         6.09          3.1         6.10          79.9         6.20
  Commercial paper                               169.4         6.15           --           --            --           --
  Collateralized mortgage obligations               --           --        134.3         6.81           3.2         6.65
  Trust certificates collateralized by
    GNMA securities                                 --           --           --           --          16.7         6.74
Municipal bonds                                     --           --           --           --            --           --
Private asset-backed securities                     --           --         25.0         6.28            --           --
Other (2)                                           --           --           --           --            --           --
                                             ---------                  ---------                 ---------
    Total securities available for sale      $   175.0         6.15%    $  302.2         6.71%    $    99.8         6.31%
                                             =========                  =========                 =========

Securities held to maturity:
  Tax-exempt municipals                      $      --          --%     $     --          --%     $     0.5         7.45%
  Financial                                         --           --          0.9         8.08            --           --
                                             ---------                  ---------                 ---------
    Total bonds and other debt securities    $      --          --%     $    0.9         8.08%    $     0.5         7.45%
                                             =========                  =========                 =========

<CAPTION>
                                                                        at December 31, 1999
                                             ---------------------------------------------------------------------------
                                               More Than Ten Years                     Total Securities
                                             ----------------------     ------------------------------------------------
                                                                         Average
                                                          Weighted      Remaining                              Weighted
                                             Amortized     Average      Years to     Amortized      Fair        Average
                                               Cost         Yield       Maturity       Cost         Value        Yield
                                             ---------    ---------     ---------    ---------    ---------    ---------
                                                                        (Dollars in millions)
<S>                                          <C>               <C>          <C>      <C>            <C>             <C>
Money market investments (1)                 $      --          --%            --    $ 1,052.8    $ 1,052.8         5.89%
                                             =========                               =========    =========

Securities available for sale:
Bonds and other investment securities
  U. S. agency notes and ABS securities      $    33.8         6.92%         8.01    $   173.6    $   171.8         6.75%
  Mortgage-backed securities                     829.5         7.03         21.99        918.1        894.2         6.95
  Commercial paper                                  --           --          0.06        169.4        169.4         6.15
  Collateralized mortgage obligations            452.3         7.03         21.18        589.8        583.5         6.98
  Trust certificates collateralized by
    GNMA securities                                 --           --          5.80         16.7         16.7         6.74
Municipal bonds                                   64.7         5.46            --         64.7         64.1         5.46
Private asset-backed securities                     --           --          3.40         25.0         25.0         6.28
Other (2)                                         50.1         5.20            --         50.1         50.0         5.20
                                             ---------                               ---------    ---------
    Total securities available for sale      $ 1,430.4         6.89%        17.07    $ 2,007.4    $ 1,974.7         6.77%
                                             =========                               =========    =========

Securities held to maturity:
  Tax-exempt municipals                      $      --          --%          8.48    $     0.5    $     0.5         7.45%
  Financial                                        0.6         8.08         12.61          1.5          1.5         8.08
                                             ---------                               ---------    ---------
    Total bonds and other debt securities    $     0.6         8.08%        11.58    $     2.0    $     2.0         7.92%
                                             =========                               =========    =========
</TABLE>

(1)   Consists of interest-bearing deposits in other banks, federal funds sold
      and securities purchased under agreements to resell.

(2)   Consists primarily of U.S. Agency preferred stock with no stated maturity.

      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.

      During the year ended December 31, 1997, the Company sold available for
sale securities aggregating $2.1 billion, resulting in gross realized gains of
$3.9 million and gross realized losses of $1.9 million.


                                       15
<PAGE>

Sources of Funds

      General. The bank's primary sources of funds are deposits, loan sales and
securitizations, payments on loans, mortgage backed and other debt securities,
maturities and redemptions of investment securities, advances from the FHLB-NY,
and borrowings under repurchase agreements. Additionally, the Company has
supplemented its funding sources through the prior acquisition of investment
grade credit ratings from four credit rating agencies. Obtaining investment
grade credit ratings has afforded the Company the ability to access the
investment grade debt markets.

      Deposits. The Bank offers a variety of deposit accounts having a range of
interest rates and terms. The Bank's deposits consist of various types of
savings, N.O.W., non-interest bearing checking, money market and certificates of
deposit. The flow of deposits is influenced significantly by general economic
conditions, changes in prevailing interest rates and competition. The Bank's
deposits are obtained primarily from the areas served by its Branch Network.
Management determines the Bank's deposit rates based upon market conditions and
local competition. The Bank relies primarily on competitive rates of interest,
offering promotional rates, marketing and long-standing relationships with
customers to attract and retain deposits. The Bank does not actively solicit
certificates of deposit accounts in excess of $100,000.

      FHLB Advances. During 1999, the Company became a member of the FHLB-NY.
The Company obtained advances during 1999, totaling $900 million. At December
31, 1999, the outstanding balance was $675 million. Interest expense related to
these borrowings totaled $15.3 million for the year ended December 31, 1999. The
advances are collateralized by the Bank's $91.8 million investment in FHLB
stock, certain first mortgage loans and certain mortgage-backed securities.

      Long Term Debt. In July 1997, the Company published an Offering Circular
under Regulation D authorizing it to issue up to $3 billion of Senior and
Subordinated Bank Notes ("Notes"). Of this allowable capacity, the Company has,
thus far, issued $200 million of 6.70% Senior Notes maturing July 15, 2002.
Interest expense attributed to these Notes for the years ended December 31,
1999, 1998 and 1997 was $13.9 million, $13.9 million and $6.4 million,
respectively.

      Guaranteed Preferred Beneficial Interest in Company's Junior Subordinated
Debentures. In June 1997, GreenPoint Capital Trust I, 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 Junior Subordinated Debentures mature on June 1, 2027.
Interest expense attributable to these Capital Securities was $18.3 million,
$18.3 million and $10.7 million for the years ended December 31, 1999, 1998 and
1997, respectively.

      At December 31, 1999, the Company had outstanding $962.5 million in
certificates of deposit in amounts of $100,000 or more, maturing as follows:

                                                                     Weighted
                                                      Amount       Average Rate
                                                   ------------    ------------
                                                      (Dollars in millions)
            Maturity Period:
            Three months or less                   $      169.6            4.88%
            Over three through six months                 116.5            5.16
            Over six through twelve months                384.0            5.55
            Over twelve months                            292.4            5.77
                                                   ------------
              Total                                $      962.5            5.45%
                                                   ============


                                       16
<PAGE>

      The following table sets forth the distribution of the Company's deposit
accounts at the dates indicated and the weighted average nominal interest rates
on each category of deposits presented. Management does not believe that the use
of period end balances instead of average balances results in any material
differences to the information presented.

<TABLE>
<CAPTION>
                                                                                December 31,
                                               -----------------------------------------------------------------------------
                                                                1999                                    1998
                                               ------------------------------------     ------------------------------------
                                                                          Weighted                                 Weighted
                                                                           Average                    Percent       Average
                                                                           Nominal                   of Total       Nominal
                                                 Amount       Percent        Rate         Amount     Deposits         Rate
                                               ---------     ---------    ---------     ---------    ---------     ---------
                                                                           (Dollars in millions)
<S>                                            <C>             <C>             <C>      <C>             <C>             <C>
Account type:
Savings and club                               $ 1,369.9        11.85%         2.19%    $ 1,551.8        13.89%         2.17%
N.O.W. and checking                                540.4         4.67          0.99         539.9         4.83          0.99
Variable rate savings                            1,981.4        17.14          3.30       1,804.5        16.15          3.26
Money Market                                       459.5         3.98          3.23         524.3         4.69          3.20
                                               ---------     ---------                  ---------    ---------
         Total                                   4,351.2        37.64          2.60       4,420.5        39.56          2.55
                                               ---------     ---------                  ---------    ---------
Term certificates of deposit:
  Certificates of deposit over $100,000            962.5         8.33          5.45         819.4         7.33          5.32
  Certificates of deposit less than
    $100,000 with original maturities of:
      Six months or less                            17.1         0.15          3.98         343.7         3.08          4.97
      Six to 12 months                             715.0         6.19          4.51       2,074.6        18.57          4.93
      12 to 30 months                            3,810.6        32.96          5.57       1,722.8        15.42          5.28
      30 to 48 months                              149.5         1.29          5.69         155.3         1.39          5.79
      48 to 72 months                              291.1         2.52          5.92         459.1         4.11          6.02
      72 to 84 months                               55.7         0.48          6.22          75.8         0.68          6.28
IRA and Keoghs less than 3 years                 1,207.4        10.44          5.05       1,101.9         9.86          4.99
                                               ---------     ---------                  ---------    ---------
         Total term certificates of deposit      7,208.9        62.36          5.38       6,752.6        60.44          5.19
                                               ---------     ---------                  ---------    ---------
         Total deposits                        $11,560.1       100.00%         4.33%    $11,173.1       100.00%         4.14%
                                               =========     =========                  =========    =========
</TABLE>

<TABLE>
<CAPTION>
                                                             December 31,
                                               ------------------------------------
                                                                1997
                                               ------------------------------------
                                                                          Weighted
                                                                           Average
                                                                           Nominal
                                                 Amount       Percent        Rate
                                               ---------     ---------    ---------
                                                      (Dollars in millions)
<S>                                            <C>             <C>             <C>
Account type:
Savings and club                               $ 1,739.4        15.85%         2.43%
N.O.W. and checking                                533.9         4.87          1.24
Variable rate savings                            1,702.1        15.51          3.37
Money Market                                       478.4         4.36          3.25
                                               ---------     ---------
         Total                                   4,453.8        40.59          2.68
                                               ---------     ---------
Term certificates of deposit:
  Certificates of deposit over $100,000            723.7         6.59          5.51
  Certificates of deposit less than
    $100,000 with original maturities of:
      Six months or less                           222.5         2.03          4.44
      Six to 12 months                           1,243.9        11.33          4.84
      12 to 30 months                            2,054.9        18.73          5.64
      30 to 48 months                              334.3         3.05          6.25
      48 to 72 months                              683.9         6.23          5.51
      72 to 84 months                               75.3         0.69          6.40
IRA and Keoghs less than 3 years                 1,180.7        10.76          5.21
                                               ---------     ---------
         Total term certificates of deposit      6,519.2        59.41          5.38
                                               ---------     ---------
         Total deposits                        $10,973.0       100.00%         4.28%
                                               =========     =========
</TABLE>


                                       17
<PAGE>

      The following table presents, by various rate categories, the amount of
certificates of deposit outstanding at the dates indicated.

<TABLE>
<CAPTION>
                                                December 31,                   Maturities at December 31, 1999
                                     --------------------------------    --------------------------------------------
                                                                          Within      One to
                                       1999        1998        1997      One Year  Three Years  Thereafter     Total
                                     --------    --------    --------    --------    --------    --------    --------
                                                                (Dollars in millions)
<S>                                  <C>         <C>         <C>         <C>         <C>         <C>         <C>
Certificates of deposit accounts:
3.99% or less                        $  927.5    $1,008.9    $1,064.4    $  842.0    $   85.4    $    0.1    $  927.5
4.00% to 4.99%                          944.7       963.0       343.6       685.4       224.7        34.6       944.7
5.00% to 5.99%                        4,145.9     4,234.2     4,300.9     3,052.9     1,090.1         2.9     4,145.9
6.00% to 6.99%                        1,161.4       514.8       664.3       201.6       867.8        92.0     1,161.4
7.00% to 7.99%                           28.0        28.9       141.2        12.2        15.8          --        28.0
8.00% to 8.99%                            1.4         2.1         3.8         1.4          --          --         1.4
9.00% or greater                           --         0.7         1.0          --          --          --          --
                                     --------    --------    --------    --------    --------    --------    --------
           Total                     $7,208.9    $6,752.6    $6,519.2    $4,795.5    $2,283.8    $  129.6    $7,208.9
                                     ========    ========    ========    ========    ========    ========    ========
</TABLE>

Personnel

      As of December 31, 1999, the Company had 4,093 full-time employees and 111
part-time employees. A collective bargaining unit does not represent the
employees and the Company considers its relationship with its employees to be
good.

Federal Taxation

      Generally, the Company and its subsidiaries report income on a
consolidated calendar year basis using the accrual method of accounting and are
subject to federal income taxation in the same manner as other corporations with
certain exceptions, including particularly, the Bank's addition to its tax
reserve for bad debts as discussed below. The following discussion of tax
matters is intended as a summary and does not purport to be a comprehensive
description of the tax rules applicable to the Company and its subsidiaries.


                                       18
<PAGE>

      Bad Debt Reserves. For tax years prior to 1996, under the Internal Revenue
Code a special bad debt deduction for additions to the tax bad debt reserve was
allowed. This reserve method was eliminated by Federal legislation enacted in
1996. For tax years beginning after December 31, 1995, the Bank is only
permitted to take federal deductions for bad debts on the basis of actual loan
charge-off activity (specific charge-offs). In addition, this legislation also
required the Bank to recapture into taxable income the portion of existing tax
bad debt reserve created in tax years beginning after December 31, 1987 over a
six-year period. The amount of such reserve subject to recapture at December 31,
1999 is approximately $1.0 million.

      Provided the Bank continues to satisfy certain definitional tests and
other conditions, for New York State and City income tax purposes, the Bank is
still permitted to continue to take special reserve method bad debt deductions.
The deductible annual addition to the state reserve may be computed using a
specific formula based on the Bank's loss history ("Experience Method") or a
statutory percentage equal to 32% of the Bank's New York State or City taxable
income ("Percentage Method"). The Bank used the percentage method for 1998 and
expects to use the percentage method for 1999.

      Taxable Distributions and Recapture. Under prior federal law, tax bad debt
reserves created prior to January 1, 1988 were subject to recapture into taxable
income should the Bank fail to meet certain thrift asset and definitional tests.
As a result of the 1996 legislation, these thrift related recapture rules were
also eliminated. However, under current law, pre-1988 reserves remain subject to
recapture should the Bank make certain non-dividend distributions or cease to
maintain a bank charter. Management has no intention of taking such actions.

      At December 31, 1999, the Bank's total federal pre-1988 reserve was
approximately $140 million. This reserve reflects the cumulative effects of
federal tax deductions by the Bank for which no Federal income tax provision has
been made.

      The Bank also maintains a state and local tax reserve for qualifying loans
in excess of the federal reserve for which no state and local tax has been
provided. The amount of the Bank's state and city tax reserve for qualifying
loans in excess of the federal reserve balance as of December 31, 1999 was
approximately $371 million and $380 million, respectively. In the event the Bank
were to allow "qualifying assets" to fall below 60% of total assets or otherwise
fail definitional tests, the Bank would no longer be subject to the New York
State and City reserve method of computing bad debt deductions as described
above. As a result, the Bank would record a charge relating to this balance of
the then existing state and city tax reserves. Future bad debt deductions would
be based on a "5-year experience" method, which is closely reflective of
financial statement loan charge-off activity. Management is not contemplating
any actions that would cause recapture of the qualifying reserves into taxable
income.

      Corporate Alternative Minimum Tax. The Internal Revenue Code of 1986, as
amended, imposes a tax on alternative minimum taxable income ("AMTI") at a rate
of 20%. AMTI is calculated as federal taxable income adjusted for certain items
of "tax preference."

      Dividends Received Exclusion and Other Matters. The Company may exclude
from its income 100% of dividends received from the Bank as a member of the same
affiliated group of corporations. The corporate dividends received exclusion is
generally 70% in the case of dividends received from unaffiliated corporations
with which the Company will not file a consolidated tax return, except that if
the Company owns more than 20% of the stock of a corporation distributing a
dividend, then 80% of any dividends received may be excluded.

      The Company is being audited by the Internal Revenue Service for the
calendar year 1997. Management of the Company believes that any action taken by
the service will not materially affect the financial condition and results of
operation of the Company.

State and Local Taxation

      New York State and New York City Taxation. The Company and the Bank report
income on a combined calendar year basis to both New York State and New York
City. New York State Franchise Tax on corporations is imposed in an amount equal
to the greater of (a) 9% of "entire net income" allocable to New York State (b)
3% of "alternative entire net income" allocable to New York State (c) 0.01% of
the average value of assets allocable to New York State or (d) nominal minimum
tax. Entire net income is based on federal taxable income, subject to certain
modifications. Alternative entire net income is equal to entire net income
without certain modifications. The New York City Corporation Tax is imposed
using similar alternative taxable income methods and rates.

      A temporary Metropolitan Transportation Business Tax Surcharge on banking
corporations doing business in the Metropolitan District has been applied since
1982. The Company transacts a significant portion of its business within this
district and is subject to this surcharge. For the tax year ended December 31,
1999, the surcharge rate is 17% of the state franchise tax liability. New York
City does not impose surcharges applicable to the Company.


                                       19
<PAGE>

      The Company is being audited by the New York State Department of Taxation
and Finance for the tax years 1995 through 1997 and the New York City Department
of Finance for the tax years 1992, 1993 and 1996. Management of the Company
believes that any actions taken by the taxing authorities will not materially
affect the financial condition and results of operations of the Company.

      Multi State Taxation. Generally, the Company and its subsidiaries are
subject to tax in a state on the basis of income generating activities occurring
within that state. Generally, state taxes are imposed on allocated income,
average assets or a nominal minimum tax. For the tax year ended December 31,
1999, the Company and its subsidiaries are expected to file returns in most
states using the allocated income alternative.

      Delaware State Taxation. As a Delaware holding company not earning income
in Delaware, the Company is exempt from Delaware corporate income tax but is
required to file an annual report with and pay an annual franchise tax to the
State of Delaware. The tax is imposed as a percentage of the capital base of the
Company with an annual maximum of $150,000.

Bank Regulation and Supervision

      The following discussion sets forth certain of the material elements of
the regulatory framework applicable to GreenPoint and its subsidiaries. This
regulatory framework is intended primarily for the protection of depositors and
the federal deposit insurance funds and not for the protection of security
holders. To the extent that the following information describes statutory and
regulatory provisions, it is qualified in its entirety by reference to those
provisions. A change in the statutes, regulations or regulatory policies
applicable to GreenPoint or its subsidiaries may have a material effect on the
business of GreenPoint.

      General. As a registered bank holding company under the Bank Holding
Company Act of 1956, as amended (the "BHCA"), GreenPoint is subject to
examination and supervision by the FRB. Under the BHCA, bank holding companies
generally may not acquire ownership or control of more than 5% of the voting
shares or substantially all of the assets of any company, including a bank,
without the FRB's prior approval. In addition, bank holding companies generally
may engage, directly or indirectly, only in banking and such other activities as
are determined by the FRB to be closely related to banking.

      Subsidiary banks of a bank holding company are subject to certain
quantitative and qualitative restrictions imposed by the Federal Reserve Act on
any extension of credit to, or purchase of assets from, or letter of credit
issued on behalf of, the bank holding company or its non-bank subsidiaries, and
on the investment in or acceptance of stocks or securities of such holding
company or its subsidiaries as collateral for loans. In addition, federal laws
and regulations limit the amounts of, and establish required procedures and
credit standards with respect to, loans and other extensions of credit to
certain officers, directors and principal shareholders of GreenPoint, certain of
its subsidiaries and related interests of such persons.

      In addition, if GreenPoint were to acquire another bank or bank holding
company, it could become subject to the bank holding company regulations
promulgated under New York State Banking Law ("State Banking Laws"). GreenPoint
is not currently subject to the bank holding company regulations of State
Banking Laws because a company such as GreenPoint that controls only one banking
institution is not deemed to be a bank holding company under State Banking Laws.

      However, the Bank is subject to other State Banking Laws and to extensive
regulation by the Banking Department, as its chartering agency, and by the
Federal Deposit Insurance Corporation (the "FDIC"), as its deposit insurer. The
Bank is also subject to regulation by the FRB. GreenPoint and its subsidiaries
also are affected by the fiscal and monetary policies of the federal government
and the FRB, and by various other governmental requirements and regulations.

      Liability for Bank Subsidiaries. Under current FRB policy, a bank holding
company is expected to act as a source of financial and managerial strength to
each of its subsidiary banks and to maintain resources adequate to support each
such subsidiary bank. This support may be required at times when the bank
holding company may not have the resources to provide it. In the event of a bank
holding company's bankruptcy, any commitment by the bank holding company to a
federal bank regulatory agency to maintain the capital of a subsidiary bank
would be assumed by the bankruptcy trustee and entitled to priority of payment.

      Similarly, any depository institution insured by the FDIC, including the
Bank, can be held liable for any loss incurred, or reasonably expected to be
incurred, by the FDIC in connection with (i) the default of a commonly
controlled FDIC-insured depository institution or (ii) any assistance provided
by the FDIC to a commonly controlled FDIC-insured depository institution in
danger of default. "Default" is defined generally as the appointment of a
conservator or receiver and "in danger of default" is defined generally as the
existence of certain conditions indicating that a default is likely to occur in
the absence of regulatory assistance. Also, if such a default occurred with
respect to a bank, any capital loans to the bank from its parent holding company
would be subordinate in right of payment to payment of the bank's depositors and
certain of its other obligations.


                                       20
<PAGE>

      Capital Requirements. GreenPoint is subject to risk-based capital
requirements and guidelines imposed by the FRB, which are substantially similar
to the capital requirements and guidelines imposed by the FDIC, the Office of
Thrift Supervision and the Office of the Comptroller of the Currency on the
depository institutions within their respective jurisdictions. For this purpose,
a depository institution's or holding company's assets and certain specified
off-balance sheet commitments are assigned to four risk categories, each
weighted differently based on the level of credit risk that is ascribed to such
assets or commitments. A depository institution's or holding company's capital,
in turn, is divided into two tiers: core ("Tier 1") capital, which includes
common equity, non-cumulative perpetual preferred stock and a limited amount of
cumulative perpetual preferred stock and related surplus (excluding auction rate
issues) and a limited amount of cumulative perpetual preferred stock and
minority interests in equity accounts of consolidated subsidiaries, less
goodwill, certain identifiable intangible assets and certain other assets; and
supplementary ("Tier 2") capital, which includes, among other items, perpetual
preferred stock not meeting the Tier 1 definition, mandatory convertible
securities, subordinated debt and allowances for loan and lease losses, subject
to certain limitations, less certain required deductions.

      GreenPoint, like other bank holding companies, currently is required to
maintain Tier 1 and "total capital" (the sum of Tier 1 and Tier 2 capital) equal
to at least 4% and 8% of its total risk-weighted assets (including certain
off-balance-sheet items, such as standby letters of credit), respectively. At
December 31, 1999, GreenPoint met both requirements, with Tier 1 and total
capital equal to 10.77% and 11.75% of its total risk-weighted assets.

      The FRB, the FDIC and the Banking Department have adopted rules to
incorporate market and interest rate risk components into their risk-based
capital standards. Amendments to the risk-based capital requirements of the FRB
and the FDIC, incorporating market risk, became effective January 1, 1998. Under
the new market risk requirements, capital will be allocated to support the
amount of market risk related to a financial institution's ongoing trading
activities.

      The FRB also requires bank holding companies to maintain a minimum
"leverage ratio" (Tier 1 capital to adjusted total assets) of 3% if the holding
company has the highest regulatory rating and meets certain other requirements,
or of 3% plus an additional cushion of at least 100 to 200 basis points if the
holding company does not meet these requirements. At December 31, 1999,
GreenPoint's leverage ratio was 8.64%.

      The FRB may set capital requirements higher than the minimums noted above
for holding companies whose circumstances warrant it. For example, holding
companies experiencing or anticipating significant growth may be expected to
maintain capital positions substantially above the minimum supervisory levels
without significant reliance on intangible assets. Furthermore, the FRB has
indicated that it will consider a "tangible Tier 1 capital leverage ratio"
(deducting all intangibles) and other indicia of capital strength in evaluating
proposals for expansion or new activities.

      The Bank is subject to similar risk-based and leverage capital
requirements adopted by the FDIC. The Bank was in compliance with the applicable
minimum capital requirements as of December 31, 1999. The Bank has not been
advised by any federal banking agency or by the Banking Department of any
specific minimum leverage ratio requirement applicable to it.

      Failure to meet capital requirements could subject a bank to a variety of
enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restrictions on its business, which are described under
"FDICIA."

      FDICIA. 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. FDICIA
imposes progressively more restrictive constraints on operations, management and
capital distributions, depending on the category in which an institution is
classified. Unless a bank is "well capitalized," it is subject to restrictions
on its ability to offer brokered deposits and on certain other aspects of its
operations. An "undercapitalized" bank must develop a capital restoration plan
and its parent holding company must guarantee the bank's compliance with the
plan up to the lesser of 5% of the bank's assets at the time it became
undercapitalized and the amount needed to comply with the plan.

      As of December 31, 1999, GreenPoint Bank was "well capitalized," based on
the "prompt corrective action" ratios and guidelines described above. It should
be noted, however, that the Bank's capital category is determined solely for the
purpose of applying the FDIC's "prompt corrective action" regulations and that
the capital category may not constitute an accurate representation of the Bank's
overall financial condition or prospects.


                                       21
<PAGE>

      Dividend Restrictions. State Banking Laws impose certain restrictions on
the payment of dividends by the Bank to GreenPoint, including a provision that,
without regulatory approval, the Bank cannot declare and pay dividends in any
calendar year in excess of its net profits, as defined by the State Banking
Laws, for that year combined with its retained net profits, as defined by the
State Banking Laws, of the two preceding years, less any required transfer to
surplus. Likewise, the approval of the FDIC is required for any dividend if the
total of all dividends declared by the Bank in any calendar year would exceed
the total of its net profits, as defined by the FDIC, for such year combined
with its retained net profits, as defined by the FDIC, for the preceding two
years. In addition, GreenPoint may not pay a dividend in an amount greater than
its net profits then on hand. At December 31, 1999, $303.4 million of the total
stockholders' equity of the Bank was available for payment of dividends to
GreenPoint without approval by the applicable regulatory authority.

      In addition, federal bank regulatory authorities have authority to
prohibit the Bank from engaging in an unsafe or unsound practice in conducting
its business. The payment of dividends, depending upon the financial condition
of the bank in question, could be deemed to constitute such an unsafe or unsound
practice. The ability of the Bank to pay dividends in the future is currently,
and could be further, influenced by bank regulatory policies and capital
guidelines.

      Deposit Insurance Assessments. The deposits of the Bank are insured up to
regulatory limits by the FDIC and, accordingly, are subject to deposit insurance
assessments to maintain the Bank Insurance Fund (the "BIF") and the Savings
Association Insurance Fund ("SAIF") administered by the FDIC. The FDIC has
adopted regulations establishing a permanent risk-related deposit insurance
assessment system. Under this system, the FDIC places each insured bank in one
of nine risk categories based on (i) the bank's capitalization and (ii)
supervisory evaluations provided to the FDIC by the institution's primary
federal regulator. Each insured bank's insurance assessment rate is then
determined by the risk category in which it is classified by the FDIC.

      Due to the Bank's current risk-based assessment, as of January 1, 2000,
the annual insurance premiums on bank deposits insured by the BIF (approximately
75% of the Bank's deposits) and the SAIF (approximately 25% of the Bank's
deposits) were both zero.

      The Deposit Insurance Funds Act of 1996 provides for assessments to be
imposed on insured depository institutions with respect to deposits insured by
the BIF and the SAIF (in addition to assessments currently imposed on depository
institutions with respect to BIF- and SAIF-insured deposits) to pay for the cost
of Financing Corporation ("FICO") funding. The FICO assessment rates as of
January 1, 2000 were $0.02120 per $100 annually for BIF-assessable deposits and
$0.02120 per $100 annually for SAIF-assessable deposits.

      Depositor Preference Statute. Federal legislation has been enacted
providing that deposits and certain claims for administrative expenses and
employee compensation against an insured depository institution would be
afforded a priority over other general unsecured claims against such
institution, including federal funds and letters of credit, in the "liquidation
or other resolution" of the institution by any receiver.

      Brokered Deposits. Under FDIC regulations, no FDIC-insured depository
institution can accept brokered deposits unless it (i) is well capitalized, or
(ii) is adequately capitalized and receives a waiver from the FDIC. In addition,
these regulations prohibit any depository institution that is not well
capitalized from (a) paying an interest rate on deposits in excess of 75 basis
points over certain prevailing market rates or (b) offering "pass through"
deposit insurance on certain employee benefit plan accounts subject to certain
exceptions.

      Interstate Banking And Branching. Under the Riegle-Neal Interstate Banking
and Branching Efficiency Act of 1994 ("Riegle-Neal"), subject to certain
concentration limits and other requirements, (i) bank holding companies such as
GreenPoint are permitted to acquire banks and bank holding companies located in
any state; (ii) any bank that is a subsidiary of a bank holding company is
permitted to receive deposits, renew time deposits, close loans, service loans
and receive loan payments as an agent for any other bank subsidiary of that
holding company; and (iii) banks are permitted to acquire branch offices outside
their home states by merging with out-of-state banks, purchasing branches in
other states, and establishing de novo branch offices in other states; provided
that, in the case of any such purchase or opening of individual branches, the
host state has adopted legislation "opting in" to those provisions of
Riegle-Neal; and provided that, in the case of a merger with a bank located in
another state, the host state has not adopted legislation "opting out" of that
provision of Riegle-Neal. GreenPoint could use Riegle-Neal to acquire banks in
additional states.

      Control Acquisitions. The Change in Bank Control Act prohibits a person or
group of persons from acquiring "control" of a bank holding company, unless the
Federal Reserve Board has been notified and has not objected to the transaction.
Under a rebuttable presumption established by the Federal Reserve Board, the
acquisition of 10% or more of a class of voting stock of a bank holding company
with a class of securities registered under Section 12 of the securities
Exchange Act of 1934, such as the Company, would, under the circumstances set
forth in the presumption, constitute acquisition of control of the bank holding
company.


                                       22
<PAGE>

      In addition, a company is required to obtain the approval of the Federal
Reserve Board under the Bank Holding Company Act before acquiring 25% (5% in the
case of an acquirer that is a bank holding company) or more of any class of
outstanding common stock of a bank holding company, or otherwise obtaining
control or a "controlling influence" over the bank holding company.

      Financial Modernization Legislation. On November 12, 1999, President
Clinton signed into law the Gramm-Leach-Bliley Act, which permits bank holding
companies to become financial holding companies and, by doing so, affiliate with
securities firms and insurance companies and engage in other activities that are
financial in nature or complementary thereto. A bank holding company may become
an FHC, if each of its subsidiary banks is well capitalized under the FDICIA
prompt corrective action provisions, well managed and has at least a
satisfactory rating under the Community Reinvestment Act, by filing a
declaration that the bank holding company wishes to become an FHC and meets all
applicable requirements.

      No prior regulatory approval will be required for an FHC to acquire a
company, other than a bank or savings association, engaged in activities
permitted under the Gramm-Leach-Bliley Act. Activities cited by the
Gramm-Leach-Bliley Act as being "financial in nature" include:

o     securities underwriting, dealing and market making

o     sponsoring mutual funds and investment companies

o     insurance underwriting and agency

o     merchant banking activities

o     activities that the Board has determined to be closely relate to banking

      The Gramm-Leach-Bliley Act may change the operating environment of the
Company and its subsidiaries in substantial and unpredictable ways. We cannot
accurately predict the ultimate effect that this legislation, or implementing
regulations, will have upon the financial condition or results of operations of
the Company or any of its subsidiaries.

ITEM 2. PROPERTIES

      The Company's executive office is located at 90 Park Avenue, New York, New
York. This location contains approximately 41.1 thousand square feet of
commercial office space, located on the 4th floor, which the Company leases. In
addition, TrueWeb, Inc. has leased 33 thousand square feet of commercial office
space on the 19th floor of the same location. The Company also has an operating
center at 1981 Marcus Avenue, Lake Success, New York. This location contains
approximately 105.3 thousand square feet of commercial office space, which the
Company leases. In addition, GreenPoint Mortgage leases an operating center in
Charlotte, North Carolina at 5032 Parkway Plaza Boulevard, which contains 40.6
thousand square feet. GreenPoint Mortgage leases 112.3 thousand square feet of
commercial office space located in Larkspur, California, including 16.3 thousand
square feet at 700 Larkspur Landing Circle, 35.1 thousand square feet at 900
Larkspur Landing Circle and 60.9 thousand square feet at 1100 Larkspur Landing
Circle. The Company maintains a servicing operations center located in Columbus,
Georgia. In Columbus, GreenPoint Mortgage owns the property at 2300 Brookstone
Boulevard, which contains 34.7 thousand square feet of office space. Also in
Columbus is another property which the Company leases, located at 2920 Fourth
Avenue. This property contains 15.4 thousand square feet and is used for office
and storage space. The Company also maintains a servicing operations center at
1435 N. Dutton Avenue in Santa Rosa, California which has 15.2 thousand square
feet and warehouse space of 12.4 thousand square feet at 1160 N. Dutton Avenue
in Santa Rosa, California. Additionally, GreenPoint Credit leases 90.0 thousand
square feet of office space at 10089 Willow Creek Road, San Diego, California.
This location is the headquarters for the manufactured housing operations.

      The Bank operates its consumer banking activities out of 73 branches
located throughout the New York metropolitan area.

      GreenPoint Mortgage operates its mortgage lending activities from its
Charlotte, North Carolina operating center. Hub offices are located in Arizona,
California, Colorado, Connecticut, Florida, Georgia, Illinois, Massachusetts,
Michigan, New Jersey, Pennsylvania, Texas, Virginia and Washington.

ITEM 3. LEGAL PROCEEDINGS

Pending Litigation

      The Company is not involved in any pending legal proceedings other than
routine proceedings occurring in the ordinary course of business which, in the
aggregate, involved amounts that are believed by management to be immaterial to
the consolidated financial statements of the Company.


                                       23
<PAGE>

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

      No matter was submitted to the Company's shareholders during the quarter
ended December 31, 1999.

ITEM 4A. EXECUTIVE OFFICERS

      The following sets forth-certain information regarding the individuals who
are deemed to be executive officers of the Company.

      Thomas S. Johnson, 59, has been Chairman and Chief Executive Officer of
the Corporation since joining the Corporation in August 1993. He was also
President of the Corporation from August 1993 to October 1997. Mr. Johnson has
served as President of both Chemical Bank and Manufacturers Hanover Trust
Company. He is a Director of Alleghany Corporation, a company engaged in the
insurance and reinsurance businesses, RR Donnelley & Sons, Inc., a printing
company, Online Resources & Communications Corporation, and a number of
not-for-profit organizations, including The Institute of International
Education, The Asia Society, The United States Japan Foundation, The Cancer
Research Institute of America and WNET Channel 13, New York. He is Chairman of
the Board of Trustees of Trinity College. A graduate of Trinity, he also has a
masters degree in business administration from Harvard University.

      Bharat B. Bhatt, 56, has been a Director of the Corporation since October
1997. Mr. Bhatt joined the Corporation in June 1995 as Vice Chairman and was
appointed as the Corporation's President and Chief Operating Officer in October
1997. Mr. Bhatt served as the Chief Financial Officer of Shawmut National
Corporation from 1992 to 1994, as a Senior Vice President at Mellon Bank from
1989 to 1992 and held various positions at Chemical Bank from 1971-1989. A
graduate of the University of Bombay, Mr Bhatt also attended the Management
Program at the Harvard Business School. Mr. Bhatt is a member of The Institute
of Chartered Accountants.

      Peter T. Paul, 56, has been a Director of the Corporation since March
1999. Mr. Paul became a member of the Corporation's management as a Vice
Chairman in March 1999 following the Corporation's acquisition of Headlands
Mortgage Company ("Headlands") and was appointed President and Chief Executive
Officer of GreenPoint Credit in January 2000. Mr. Paul founded Headlands, which
began operation in 1986, and served as its Chairman, Chief Executive officer and
President. He earned a BA in business administration from the University of New
Hampshire and an MBA from Boston University. Mr. Paul is a Director of the
California Mortgage Bankers Association and the Federal Agricultural Mortgage
Corporation (Farmer Mac).

      Jean C. Bingham, 48, joined the Company in February 1993 and serves as
Executive Vice President, Risk Management. Prior to that she served as Executive
Vice President and Chief Operating Officer of Barclays American/Mortgage
Corporation from 1993-1995 and Vice President, Retail Bank Mortgage Production
at Anchor Savings Bank from 1989-1993. Previously, she was Senior Vice
President, WeSav Funding Correspondent Division of WeSav Mortgage Corporation
from 1987-1989 and Senior Vice President, National Funding Correspondent
Division of Midland Mortgage Company from 1985-1987. Mrs. Bingham had also held
various positions at Norwest Mortgage Inc. Mrs. Bingham earned a BA from the
University of Minnesota.

      Howard C. Bluver, 43, joined GreenPoint in June 1994 and currently serves
as Senior Vice President, General Counsel, and Corporate Secretary. Prior to
joining the Bank, Mr. Bluver held a variety of positions at the Office of Thrift
Supervision in the Treasury Department. His final assignment was as Deputy Chief
Counsel for Corporate Transactions. Prior to that he worked at the Securities
and Exchange Commission and held positions from a Staff Attorney to Branch Chief
of the Division of Corporation Finance. Mr. Bluver earned a BA in Political
Science from SUNY Albany and a JD from SUNY Buffalo, School of Law.

      S. A. Ibrahim, 48, joined GreenPoint in March 1997 and was appointed
President and Chief Executive Officer of GreenPoint Mortgage in January 2000.
Prior to that he served as Chief Operating Officer of the combined mortgage
business of GreenPoint Mortgage and Headlands Mortgage upon completion of the
Headlands acquisition. Prior to joining the Bank, Mr. Ibrahim was in charge of
International Reengineering at American Express' Travel Related Services
Company. Previously, he held various positions at Chemical Banking Corporation,
including Chief Executive Officer of the Mortgage Business, Chief of Staff to
the Vice Chairman in charge of Consumer Banking and Chief Credit Officer for
Consumer Banking. He has also been head of the Credit Card Operations at Crocker
Bank and Chief Financial Officer of the Business Services Division at Bank of
America. Mr. Ibrahim holds a B. E. in Engineering from Osmania University in
Hyderabad, India, and an MBA in Finance from the Wharton School at the
University of Pennsylvania.


                                       24
<PAGE>

      Jeffrey R. Leeds, 54, joined the Bank in September 1995 and serves as
Executive Vice President and Chief Financial Officer. Prior to that, he served
as Executive Vice President, Finance, and Treasurer. Before joining the Bank,
Mr. Leeds held a variety of positions at Chemical Bank. His final assignment was
as Head of the Asset and Liability Management staff. Prior to that he served for
seven years as Chief Money Market Economist. Mr. Leeds began his career as an
economist at the First National Bank of Chicago. He also spent two years as
Director of New Product Development at the Chicago Board Options Exchange. Mr.
Leeds earned a Bachelor's Degree in economics from the University of Michigan
and holds a Masters in Business Administration and Master of Philosophy from the
Columbia University Graduate School of Business.

      Mary M. Massimo, 54, joined GreenPoint in November 1999 and serves as
Senior Vice President and Human Resources Director of the Bank. Before joining
GreenPoint, she was head of Human Resources and office operations at Rockefeller
& Co., Inc., between 1994-1999. From 1998-1994, she headed Human Resources at
Swiss Bank Corporation North America. Ms. Massimo has also held senior positions
in Human Resources at Drexel, Burnham, Lambert, Inc., and International Paper
Co. Ms. Massimo earned a BA in psychology from the College of New Rochelle, and
she earned both masters and doctorate degrees in psychology from Fordham
University.

      Charles P. Richardson, 53, joined the Company in April 1993 and was
appointed Executive Vice President and Chief Financial Officer for GreenPoint
Credit in January 2000. Prior to that he served as the Company's Executive Vice
President, Corporate Development. Prior to joining the Company, Mr. Richardson
was Executive Vice President and Chief Financial Officer for Dollar Dry Dock
Bank (1985-1992) and was a banking and thrift industry consultant (1992-1993).
Mr. Richardson holds a business degree in accounting from Temple University.

      Ramesh Shah, 52, joined the Bank in June 1996 and serves as Executive Vice
President, Consumer Banking of the Company and the Bank. Prior to that, he
served as Executive Vice President, Marketing and Product Development. Before
joining the Bank, Mr. Shah was Senior Vice President of NatWest Bancorp. (1994 -
1996); Senior Vice President of Shearson Lehman Brothers (1991-1994) and Senior
Vice President of American Express Company (1988 - 1991). Mr. Shah holds a
Masters in Business Administration from Columbia University and a Bachelor of
Arts degree from Bates College.


                                       25
<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

      The Company's Common Stock is currently listed on the New York Stock
Exchange (NYSE) under the symbol "GPT." Trading in the Company's stock commenced
on January 28, 1994. As of March 27, 2000, 104,008,117 shares of common stock
were issued and outstanding, and held by approximately 3,958 holders of record.
In 1999 the Company paid a cash dividend of $0.22 per share in March, June,
September and December. In 1998 the Company paid a cash dividend of $0.16 per
share in March, June, September and December. In 1997 the Company paid a cash
dividend of $0.125 per share in February, May, August and November.

      Information relating to the high, low and quarter-end closing sales prices
of the Common Stock appears on page 57 of the Company's 1999 Annual Report to
Shareholders and is incorporated herein by reference.

      On March 30, 1999, the company completed a pooling transaction.
Accordingly, the financial statements for all years presented have been restated
to reflect the impact of the transaction.

ITEM 6. SELECTED FINANCIAL DATA

      The above-captioned information appears under "Five Year Selected
Consolidated Data" on pages 17 and 18 in the Company's 1999 Annual Report to
Shareholders and is incorporated herein by reference.

      In addition, the Company's ratios of average equity to average assets is
13.31%, 11.25%, and 10.27% for the years ended December 31, 1999, 1998 and 1997,
respectively.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

      The above captioned information appears under "Management's Discussion and
Analysis" on pages 19 through 30 in the Company's 1999 Annual Report to
Shareholders and is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ON MARKET RISK

      The above captioned information appears under "Management's Discussion and
Analysis" on pages 21 through 26 in the Company's 1999 Annual Report to
Shareholders and is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The above captioned information appears on pages 31 through 36 in the
Company's 1999 Annual Report to Shareholders and is incorporated herein by
reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

      None.


                                       26
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Information presented under the heading "Information with Respect to
Nominees and Continuing Directors" on pages 3 through 5 in the Company's
definitive Proxy Statement for its Annual Meeting of Shareholders to be held on
May 5, 2000, which was filed with the SEC on March 24, 2000, is incorporated
herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

      Information relating to executive compensation included under the heading
"Executive Compensation" on pages 10 through 16 (excluding the Stock Performance
Graph on page 13) in the Company's Definitive Proxy Statement for its Annual
Meeting of Shareholders to be held on May 5, 2000, which was filed with the SEC
on March 24, 2000, is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      Information relating to security ownership of certain beneficial owners
and management included under the heading "Securities Owned by Directors and
Executive Officers" on page 6 in the Company's Definitive Proxy Statement for
its Annual Meeting of Shareholders to be held on May 5, 2000, which was filed
with the SEC on March 24, 2000, is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Information regarding certain relationships and related transactions is
included under the heading "Transactions with Certain Related Persons" on page
17 in the Company's Definitive Proxy Statement for its Annual Meeting of
Shareholders to be held on May 5, 2000, which was filed with the SEC on March
24, 2000, is incorporated herein by reference.


                                       27
<PAGE>

                                     PART IV
    ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
                           GreenPoint Financial Corp.
            List of Exhibits (filed herewith unless otherwise noted)

(a)   The following documents are filed as a part of this report:

      (1)   Consolidated Financial Statements of the Company are incorporated by
            reference to the following indicated pages of the 1999 Annual Report
            to Shareholders:

                                                                           Pages
                                                                           -----

Consolidated Statements of Financial Condition as of
December 31, 1999 and 1998                                                 31

Consolidated Statements of Income for the years ended
December 31, 1999, 1998 and 1997                                           32

Consolidated Statements of Comprehensive Income for the
years ended December 31, 1999, 1998 and 1997                               33

Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 1999, 1998 and 1997                       34

Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997                                           35-36

Notes to the Consolidated Financial Statements                             37


Report of Independent Accountants                                          58


                                       28
<PAGE>

Exhibit
Number
------

      2.1      Purchase of Assets and Liability Assumption Agreement by and
               between Home Savings of America, FSB, and GreenPoint Bank (1)

      2.2      Stock Purchase Agreement between BankAmerica Corp. and GreenPoint
               Bank (2)

      2.3      Agreement and Plan of Merger by and among GreenPoint Financial
               Corp., GF Acquisition Corp. and Headlands Mortgage Company (3)

      3.1      Certificate of Incorporation of GreenPoint Financial Corp. (4)

      3.2      Bylaws of GreenPoint Financial Corp. (5)

      3.3      Restated Organization Certificate of GreenPoint Bank (6)

      3.4      Bylaws of GreenPoint Bank (7)

      10.1     Employment Agreement and Change of Control Agreement between
               GreenPoint Financial Corp., GreenPoint Bank and Bharat B. Bhatt
               (8)

      10.2     Amended Employment Agreement between GreenPoint Financial Corp.,
               GreenPoint Bank and Thomas S. Johnson (9)

      10.3     Change of Control Agreement between GreenPoint Financial Corp.,
               GreenPoint Bank and Charles P. Richardson (10)

      10.4     GreenPoint Financial Corp. Amended and Restated 1994 Stock
               Incentive Plan (11)

      10.5     GreenPoint Financial Corp. 1994 Non-Employee Directors Stock
               Option Plan (12)

      10.6     GreenPoint Financial Corp. 1994 Annual Incentive Plan (13)

      10.7     GreenPoint Financial Corp. 1994 Long Term Incentive Plan (14)

      10.8     GreenPoint Bank Recognition and Retention Plan for Employees (15)

      10.9     GreenPoint Bank Retirement Plan for Independent Directors (16)

      10.10    GreenPoint Bank 1993 Directors' Deferred Fee Stock Unit Plan (17)

      10.11    GreenPoint Bank Employee Protection Plan for Officers (18)

      10.12    GreenPoint Bank Employee Protection Plan for Staff Members (19)

      10.13    GreenPoint Financial Corp. 1999 Stock Incentive Plan

      10.14    GreenPoint Financial Corp. 1999 Annual Incentive Plan

      11.1     Statement Regarding Computation of Per Share Earnings

      12.1     Statement Regarding Computation of Ratios

      13.1     Annual Report to Shareholders for Fiscal Year ended December 31,
               1999

      21.1     Subsidiaries of the Company

      23.1     Consent of Independent Accountants

      27.1     Financial Data Schedule

----------
(1)   Incorporated by reference to Exhibit 2.1 to the Company's Quarterly Report
      on Form 10-Q, dated June 30, 1995
(2)   Incorporated by reference to Exhibit 2.1 to the Company's Quarterly Report
      on Form 10-Q, dated March 31, 1998
(3)   Incorporated by reference to Exhibit 2.1 to Company's Registration
      Statement on Form S-4, dated February 18, 1999
(4)   Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report
      on Form 10-Q, dated March 31, 1995
(5)   Incorporated by reference to Exhibit 3.2 to the 1997 10-K
(6)   Incorporated by reference to Exhibit 3.3 to the 1994 10-K
(7)   Incorporated by reference to Exhibit 3.4 to the 1997 10-K
(8)   Incorporated by reference to Exhibit 10.1 to the 1996 10-K
(9)   Incorporated by reference to Exhibit 10.1 to the 1994 10-K
(10)  Incorporated by reference to Exhibit 10.3 to the 1997 10-K
(11)  Incorporated by reference to Exhibit 10.3 to the 1994 10-K
(12)  Incorporated by reference to Exhibit 10.4 to the 1994 10-K
(13)  Incorporated by reference to Exhibit 10.5 to the 1994 10-K
(14)  Incorporated by reference to Exhibit 10.6 to the 1994 10-K
(15)  Incorporated by reference to Exhibit 10.7 to the 1994 10-K
(16)  Incorporated by reference to Exhibit 10.8 to the 1994 10-K
(17)  Incorporated by reference to Exhibit 10.9 to the 1994 10-K
(18)  Incorporated by reference to Exhibit 10.10 to the 1994 10-K
(19)  Incorporated by reference to Exhibit 10.11 to the 1994 10-K

      The Schedules have been omitted as the required information is either not
applicable or has been included in the Notes to the Consolidated Financial
Statements in the Company's Annual Report to Shareholders.


                                       29
<PAGE>

Reports on Form 8-K

      On October 1, 1999, GreenPoint Credit Corp., the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in
order to file the following documents: (i) a Pooling and Servicing Agreement,
dated as of September 1, 1999, between GreenPoint Credit Corp., as Contract
Seller and as Servicer and Bank One, National Association as Trustee.

      On October 13, 1999, Headlands Mortgage Securities Inc., a subsidiary of
Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed
a current report on Form 8-K in connection with its previous issuance of
Headlands Home Equity Loan Trust 1999-1 Revolving Home Equity Loan Asset-Backed
Notes Series, 1999-1, Class A-1 and Class A-2 Notes.

      On October 20, 1999, GreenPoint Credit, LLC, the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in
order to file the following documents: (i) a Pooling and Servicing Agreement,
dated as of March 1, 1999, between GreenPoint Credit, LLC, as Contract Seller
and Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

      On October 20, 1999, GreenPoint Credit, LLC, the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in
order to file the following documents: (i) a Pooling and Servicing Agreement,
dated as of February 1, 1999, between GreenPoint Credit, LLC, as Contract Seller
and Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

      On October 20, 1999, GreenPoint Credit, LLC, the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in
order to file the following documents: (i) the Underwriting Agreement, dated
November 17, 1998, between GreenPoint Credit, LLC, as Contract Seller and Credit
Suisse First Boston, as the representative of the several underwriters; (ii) a
Pooling and Servicing Agreement, dated as of November 1, 1998, between
GreenPoint Credit, LLC, as Contract Seller and Servicer and The First National
Bank of Chicago as Trustee; and (iii) the required Monthly Investor Servicing
Report.

      On October 20, 1999, GreenPoint Credit, LLC, the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in
order to file the following documents: (i) a Pooling and Servicing Agreement,
dated as of May 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

      On October 21, 1999, GreenPoint Credit, LLC, the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in
order to file the following documents: (i) a Pooling and Servicing Agreement,
dated as of September 1, 1999, between GreenPoint Credit, LLC, as Contract
Seller and Servicer and The First National Bank of Chicago as Trustee; and (ii)
the required Monthly Investor Servicing Report.

      On November 29, 1999, GreenPoint Credit, LLC filed a current report on
Form 8-K in order to file the following documents: (i) the opinion of Orrick,
Herrington & Sutcliffe LLP ("Orrick") relating to certain tax matters in
connection with the offering of GreenPoint Credit Manufactured Housing Contract
Trust Pass-Through Certificates, Series 1999-5 (the "Publicly Offered
Certificates"), which contains Orrick's consent to use of its name in the
Prospectus Supplement ("Prospectus Supplement") dated November 23, 1999 together
with the related Prospectus dated November 23, 1999; (ii) External Computational
Materials prepared by Credit Suisse First Boston Corporation.

      On December 2, 1999, GreenPoint Credit, LLC, the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in
order to file the following documents: (i) a Pooling and Servicing Agreement,
dated as of May 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

      On December 2, 1999, GreenPoint Credit, LLC, the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in
order to file the following documents: (i) a Pooling and Servicing Agreement,
dated as of February 1, 1999, between GreenPoint Credit, LLC, as Contract Seller
and Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.


                                       30
<PAGE>

      On December 2, 1999, GreenPoint Credit, LLC, the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in
order to file the following documents: (i) the Underwriting Agreement, dated
November 17, 1998, between GreenPoint Credit, LLC, as Contract Seller and Credit
Suisse First Boston, as the representative of the several underwriters; (ii) a
Pooling and Servicing Agreement, dated as of November 1, 1998, between
GreenPoint Credit, LLC, as Contract Seller and Servicer and The First National
Bank of Chicago as Trustee; and (iii) the required Monthly Investor Servicing
Report.

      On December 2, 1999, GreenPoint Credit, LLC, the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in
order to file the following documents: (i) a Pooling and Servicing Agreement,
dated as of September 1, 1999, between GreenPoint Credit, LLC, as Contract
Seller and Servicer and The First National Bank of Chicago as Trustee; and (ii)
the required Monthly Investor Servicing Report.

      On December 2, 1999, GreenPoint Credit, LLC, the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in
order to file the following documents: (i) a Pooling and Servicing Agreement,
dated as of March 1, 1999, between GreenPoint Credit, LLC, as Contract Seller
and Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

      On December 9, 1999, GreenPoint Credit, LLC, the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in
order to file the following document: a Pooling and Servicing Agreement dated
November 1, 1999 between GreenPoint, as Contract Seller and as Servicer and Bank
One, National Association as the Trustee in connection with the sale of
approximately $540,000,000 of GreenPoint Credit Manufactured Housing Contract
Trust Pass-Through Certificates, Series 1999-5, on November 30, 1999.

      On December 15, 1999, GreenPoint Credit, LLC filed a current report on
Form 8-K in order to file the following documents: (i) the opinion of Orrick,
Herrington & Sutcliffe LLP ("Orrick") relating to certain tax matters in
connection with the offering of GreenPoint Credit Manufactured Housing Contract
Trust Pass-Through Certificates, Series 1999-6 (the "Publicly Offered
Certificates"), which contains Orrick's consent to use of its name in the
Prospectus Supplement ("Prospectus Supplement") dated December 9, 1999 together
with the related Prospectus dated December 9, 1999; (ii) the consent of
PricewaterhouseCoopers LLP to the use of its name in the "Experts" section of
the Prospectus Supplement; and (iii) External Computational Materials prepared
by Salomon Smith Barney Inc.

      On December 21, 1999, GreenPoint Mortgage Securities Inc., a subsidiary of
Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed
a current report on Form 8-K in connection with its name change of its national
mortgage business.

      On December 30, 1999, GreenPoint Credit, LLC, the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in
order to file the following document: a Pooling and Servicing Agreement dated
December 1, 1999 between GreenPoint, as Contract Seller and as Servicer and Bank
One, National Association as the Trustee in connection with the sale of
approximately $140,000,000 of GreenPoint Credit Manufactured Housing Contract
Trust Pass-Through Certificates, Series 1999-6, on December 16, 1999.


                                       31
<PAGE>

      SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        GreenPoint Financial Corp.


                                    By: /s/ Thomas S. Johnson
                                        ----------------------------------------
                                        Thomas S. Johnson
                                        Chairman of the Board
                                        and Chief Executive Officer

Dated: March 27, 2000

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the dates indicated.

Signature                       Title                             Date
---------                       -----                             ----


  /s/ Thomas S. Johnson         Chairman of the Board             March 27, 2000
---------------------------     and Chief Executive Officer
      Thomas S. Johnson


  /s/ Bharat B. Bhatt           Member of the Board,              March 27, 2000
---------------------------     President and Chief
      Bharat B. Bhatt           Operating Officer



  /s/ Peter T. Paul             Vice Chairman, President          March 27, 2000
---------------------------     and Chief Executive Officer
      Peter T. Paul             of GreenPoint Credit



  /s/ Dan F. Huebner            Director                          March 27, 2000
---------------------------
      Dan F. Huebner


  /s/ William M. Jackson        Director                          March 27, 2000
---------------------------
      William M. Jackson


                                       32
<PAGE>

Signature                       Title                             Date
---------                       -----                             ----


                                Director                          March 27, 2000
---------------------------
      Susan J. Kropf


  /s/ Robert M. McLane          Director                          March 27, 2000
---------------------------
      Robert M. McLane


  /s/ Charles B. McQuade        Director                          March 27, 2000
---------------------------
      Charles B. McQuade


  /s/ Alvin N. Puryear          Director                          March 27, 2000
---------------------------
      Alvin N. Puryear


  /s/ Robert P. Quinn           Director                          March 27, 2000
---------------------------
      Robert P. Quinn


                                Director                          March 27, 2000
---------------------------
      Edward C. Schmults


  /s/ Robert F. Vizza           Director                          March 27, 2000
---------------------------
      Robert F. Vizza


  /s/ Jules Zimmerman           Director                          March 27, 2000
---------------------------
      Jules Zimmerman


  /s/ Jeffrey R. Leeds          Executive Vice President          March 27, 2000
---------------------------     and Chief Financial Officer
      Jeffrey R. Leeds


                                       33