10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-Q

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

For the period ended: June 30, 2005

NORTH FORK BANCORPORATION, INC.

(Exact name of Company as specified in its charter)

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

(631) 844-1004

(Company’s telephone number, including area code)

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

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

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

CLASS OF COMMON STOCK	NUMBER OF SHARES OUTSTANDING –8/4/05
$.01 Par Value	478,407,109

North Fork Bancorporation, Inc.

Form 10-Q

INDEX

	Page
PART 1. FINANCIAL INFORMATION (unaudited)
Item 1. Financial Statements
Consolidated Balance Sheets		3
Consolidated Statements of Income		4
Consolidated Statements of Cash Flows		5
Consolidated Statements of Changes in Stockholders’ Equity		7
Consolidated Statements of Comprehensive Income		8
Condensed Notes to Consolidated Financial Statements		9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3. Quantitative and Qualitative Disclosures About Market Risk		41
Item 4. Controls and Procedures		41
PART 2. OTHER INFORMATION		43
Item 1. Legal Proceedings		43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		43
Item 4. Submission of Matters to a Vote of Security Holders		43
Item 6. Exhibits		44
EX-3.1: RESTATED CERTIFICATE OF INCORPORATION OF NORTHFORK BANCORP
EX-11: COMPUTATION OF NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION
EX-99.1: SUPPLEMENTAL PERFORMANCE MEASUREMENTS

2

Item 1. Financial Statements

Consolidated Balance Sheets (Unaudited)

	June 30,			December 31,			June 30,
(in thousands except share amounts)	2005			2004			2004
Assets:
Cash & Due from Banks	$	826,921		$	972,506		$	528,772
Money Market Investments		38,023			90,394			16,140
Securities:
Available-for-Sale ($5,313,374, $7,219,173 and $2,290,348 pledged at June 30, 2005, December 31, 2004 and June 30, 2004, respectively)		12,924,780			15,444,625			8,762,663
Held-to-Maturity ($18,746, $24,114 and $33,710 pledged at June 30, 2005, December 31, 2004 and June 30, 2004, respectively) (Fair Value $121,437, $145,991 and $154,674 at June 30, 2005, December 31, 2004 and June 30, 2004, respectively)		118,429			142,573			152,201
Total Securities		13,043,209			15,587,198			8,914,864
Loans:
Loans Held-for-Sale		6,398,119			5,775,945			2,902
Loans Held-for-Investment		32,482,774			30,453,334			15,385,568
Less: Allowance for Loan Losses		217,872			211,097			138,008
Net Loans Held-for-Investment		32,264,902			30,242,237			15,247,560
Goodwill		5,888,195			5,878,277			1,003,668
Identifiable Intangibles		132,468			150,734			49,447
Premises & Equipment		426,099			416,003			220,379
Mortgage Servicing Rights, net		253,482			254,857			—
Accrued Income Receivable		205,678			205,189			107,495
Other Assets		908,593			1,093,715			380,632
Total Assets	$	60,385,689		$	60,667,055		$	26,471,859
Liabilities and Stockholders’ Equity:
Deposits:
Demand	$	7,586,939		$	6,738,302		$	5,259,052
NOW & Money Market		15,848,473			14,265,395			6,321,943
Savings		5,811,417			6,333,599			4,494,251
Time		5,152,330			4,932,302			2,300,540
Certificates of Deposit, $100,000 & Over		3,067,187			2,542,830			1,460,671
Total Deposits		37,466,346			34,812,428			19,836,457
Federal Funds Purchased & Collateralized Borrowings		11,387,571			14,593,027			3,138,935
Other Borrowings		1,506,337			1,506,318			724,166
Accrued Expenses & Other Liabilities		809,155			874,203			460,714
Total Liabilities	$	51,169,409		$	51,785,976		$	24,160,272
Stockholders’ Equity:
Preferred Stock, par value $1.00; authorized 10,000,000 shares, unissued	$	—		$	—		$	—
Common Stock, par value $0.01; authorized 1,000,000,000 shares; issued 479,207,610 Shares at June 30, 2005		4,792			4,745			1,931
Additional Paid in Capital		7,007,286			6,968,493			1,121,040
Retained Earnings		2,354,784			2,064,148			1,930,379
Accumulated Other Comprehensive (Loss)/Income		(21,076	)		240			(61,784	)
Deferred Compensation		(115,160	)		(125,174	)		(84,294	)
Treasury Stock at Cost; 623,892 Shares at June 30, 2005		(14,346	)		(31,373	)		(595,685	)
Total Stockholders’ Equity		9,216,280			8,881,079			2,311,587
Total Liabilities and Stockholders’ Equity	$	60,385,689		$	60,667,055		$	26,471,859

See accompanying notes to consolidated financial statements

3

Consolidated Statements of Income (Unaudited)

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
(in thousands, except per share amounts)	2005			2004			2005			2004
Interest Income:
Loans Held-for-Investment	$	472,218		$	213,002		$	924,435		$	407,202
Loans Held-for-Sale		73,065			—			139,913			—
Mortgage-Backed Securities		133,375			72,031			275,382			131,168
Other Securities		30,124			17,874			59,531			31,997
Money Market Investments		662			467			1,395			670
Total Interest Income		709,444			303,374			1,400,656			571,037
Interest Expense:
Savings, NOW & Money Market Deposits		82,455			19,108			152,051			34,119
Time Deposits		40,391			12,311			73,857			23,047
Federal Funds Purchased & Collateralized Borrowings		105,238			31,308			204,245			59,911
Other Borrowings		19,287			6,552			37,111			13,036
Total Interest Expense		247,371			69,279			467,264			130,113
Net Interest Income		462,073			234,095			933,392			440,924
Provision for Loan Losses		9,000			6,500			18,000			13,000
Net Interest Income after Provision for Loan Losses		453,073			227,595			915,392			427,924
Non-Interest Income:
Gain on Sale of Loans Held-for-Sale		120,575			302			225,944			591
Customer Related Fees & Service Charges		41,902			23,417			83,908			45,188
Mortgage Servicing Fees		4,035			1,016			9,611			1,888
Temporary Impairment Charge — Mortgage Servicing Rights		(34,971	)		—			(34,971	)		—
Investment Management, Commissions & Trust Fees		10,287			4,099			21,358			8,023
Other Operating Income		12,126			6,817			26,354			13,802
Securities Gains/(Losses), net		10,884			(475	)		15,519			7,413
Gain on Sale of Loans Held-for-Investment		4,293			—			4,293			—
Total Non-Interest Income		169,131			35,176			352,016			76,905
Non-Interest Expense:
Employee Compensation & Benefits		139,014			55,224			274,383			106,301
Occupancy & Equipment, net		46,949			20,074			92,903			37,699
Amortization of Identifiable Intangibles		9,133			1,889			18,266			2,670
Other Operating Expenses		54,697			21,181			110,894			39,127
Total Non-Interest Expense		249,793			98,368			496,446			185,797
Income Before Income Taxes		372,411			164,403			770,962			319,032
Provision for Income Taxes		130,345			55,404			269,861			107,514
Net Income	$	242,066		$	108,999		$	501,101		$	211,518
Earnings Per Share:
Basic	$	0.52		$	0.46		$	1.07		$	0.92
Diluted	$	0.51		$	0.45		$	1.06		$	0.91

See accompanying notes to consolidated financial statements

4

Consolidated Statements of Cash Flows (unaudited)

For the Six Months Ended June 30,	2005			2004
(in thousands)
Cash Flows from Operating Activities:
Net Income	$	501,101		$	211,518
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Provision for Loan Losses		18,000			13,000
Depreciation		20,617			8,792
Net Amortization/(Accretion):
Securities		13,681			18,851
Loans		2,119			(15,576	)
Borrowings & Time Deposits		(64,637	)		(3,519	)
Intangibles		18,266			2,670
Deferred Compensation		11,357			6,962
Gain on Sale of Loans Held-for-Investment		(4,293	)		—
Securities Gains		(15,519	)		(7,413	)
Capitalization of Mortgage Servicing Rights		(81,154	)		—
Amortization of Mortgage Servicing Rights		40,580			—
Temporary Impairment Charge — Mortgage Servicing Rights		34,971			—
Loans Held-for-Sale:
Originations		(22,455,917	)		(58,166	)
Proceeds from Sale (1)		21,299,375			57,586
Gains on Sale of Loans		(225,944	)		(592	)
Other		760,312			—
Purchases of Trading Assets		—			(13,911	)
Sale of Trading Assets		—			14,015
Other, Net		59,422			(11,459	)
Net Cash (Used in)/Provided by Operating Activities		(67,663	)		222,758
Cash Flows from Investing Activities:
Purchases of Securities Held-to-Maturity		(1,000	)		—
Maturities, Redemptions, Calls and Principal Repayments on Securities Held-to-Maturity		24,737			37,736
Purchases of Securities Available-for-Sale		(1,537,330	)		(2,882,982	)
Proceeds from Sale of Securities Available-for-Sale		1,983,910			917,045
Maturities, Redemptions, Calls and Principal Repayments on Securities Available-for-Sale		2,097,417			1,742,003
Loans Held-for-Investment Originated, Net of Principal Repayments and Charge-offs		(2,984,916	)		(929,825	)
Proceeds from Sale of Loans Held-for-Investment		960,503			—
Purchases of Premises and Equipment, net		(30,713	)		(29,164	)
Purchase Acquisition, net of cash acquired		—			246,209
Net Cash Provided by/(Used in) Investing Activities	$	512,608		$	(898,978	)

See accompanying notes to consolidated financial statements

5

Consolidated Statements of Cash Flows (unaudited) — continued

For the Six Months Ended June 30,	2005			2004
(in thousands)
Cash Flows from Financing Activities:
Net Increase in Customer Deposit Liabilities	$	2,672,497		$	1,549,940
Net Decrease in Borrowings		(3,162,063	)		(771,282	)
Exercise of Options and Common Stock Sold for Cash		55,867			2,815
Cash Dividends Paid		(209,202	)		(91,732	)
Net Cash (Used in)/Provided by Financing Activities		(642,901	)		689,741
Net (Decrease)/Increase in Cash and Cash Equivalents		(197,956	)		13,521
Cash and Cash Equivalents at Beginning of the Period		1,062,900			531,391
Cash and Cash Equivalents at End of the Period	$	864,944		$	544,912
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period for:
Interest Expense	$	520,294		$	127,007
Income Taxes	$	86,662		$	73,400
During the Period, the Company Purchased Various Securities which Settled in the Subsequent Period	$	70,166		$	86,769
During the Period, the Company Sold Various Securities which Settled in the Subsequent Period	$	—		$	29,913
Non-cash activity related to the TCNJ acquisition not reflected above for the period are as follows: (2)
Fair Value of Assets Acquired	$	—		$	4,028,089
Goodwill & Identifiable Intangible Assets		—			632,525
Common Stock Issued and Fair Value of Options, net of taxes		—			(744,125	)
Liabilities Assumed	$	—		$	3,916,489

(1)	Includes loans originated of $3.6 billion from GreenPoint Mortgage and retained in the held-for-investment portfolio during 2005.
(2)	See “Condensed Notes to the Consolidated Financial Statements — Note 1 — Business and Summary of Significant Accounting Policies” for further details.

See accompanying notes to consolidated financial statements

6

Consolidated Statements of Changes in Stockholders’ Equity (unaudited)(1)

									Accumulated
									Other									Total
(Dollars in thousands, except share	Common		Additional Paid			Retained			Comprehensive			Deferred			Treasury			Stockholders’
amounts)	Stock		In Capital			Earnings			(Loss)/Income			Compensation			Stock			Equity
Balance, December 31, 2003	$	1,746	$	378,793		$	1,816,458		($	2,044	)	($	91,789	)	($	624,675	)	$	1,478,489
Net Income		—		—			211,518			—			—			—			211,518
Cash Dividends ($.40 per share)		—		—			(97,597	)		—			—			—			(97,597	)
Issuance of Stock — TCNJ (27,791,384 shares)		185		714,609			—			—			—			—			714,794
Fair Value of Options — TCNJ		—		33,364			—			—			—			—			33,364
Issuance of Stock (105,579 shares)		—		822			—			—			—			1,993			2,815
Restricted Stock Activity, net		—		148			—			—			7,495			(908	)		6,735
Stock Based Compensation Activity, net		—		(6,696	)		—			—			—			27,905			21,209
Other Comprehensive Loss, net of tax		—		—			—			(59,740	)		—			—			(59,740	)
Balance, June 30, 2004	$	1,931	$	1,121,040		$	1,930,379		($	61,784	)	($	84,294	)	($	595,685	)	$	2,311,587
Balance, December 31, 2004	$	4,745	$	6,968,493		$	2,064,148		$	240		($	125,174	)	($	31,373	)	$	8,881,079
Net Income		—		—			501,101			—			—			—			501,101
Cash Dividends ($.44 per share)		—		—			(210,465	)		—			—			—			(210,465	)
Issuance of Stock (147,590 shares)		47		1,072			—			—			—			3,119			4,238
Restricted Stock Activity, net		—		4,733			—			—			10,014			(4,723	)		10,024
Stock Based Compensation Activity, net		—		32,988			—			—			—			18,631			51,619
Other Comprehensive Loss, net of tax		—		—			—			(21,316	)		—			—			(21,316	)
Balance, June 30, 2005	$	4,792	$	7,007,286		$	2,354,784		(	$21,076	)	(	$115,160	)	(	$14,346	)	$	9,216,280

(1) All share amounts presented for 2004 have been adjusted to reflect the 3-for-2 common stock split that occurred in November 2004.

See accompanying notes to consolidated financial statements

7

Consolidated Statements of Comprehensive Income (Unaudited)

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
(in thousands)	2005			2004			2005			2004
Net Income	$	242,066		$	108,999		$	501,101		$	211,518
Other Comprehensive Income
Unrealized (Losses)/Gains On Securities:
Changes in Unrealized (Losses)/Gains Arising During The Period	$	127,453		$	(170,600	)	$	(33,371	)	$	(103,501	)
Less: Reclassification Adjustment For (Gains)/Losses Included in Net Income		(10,884	)		475			(15,519	)		(7,413	)
Changes in Unrealized (Losses)/Gains Arising During the Period		116,569			(170,125	)		(48,890	)		(110,914	)
Related Tax Effect on Unrealized (Losses)/Gains During the Period		(50,095	)		73,154			21,019			47,692
Net Change in Unrealized (Losses)/Gains Arising During the Period		66,474			(96,971	)		(27,871	)		(63,222	)
Unrealized Gains/(Losses) On Derivative Instruments:
Changes in Unrealized Gains/(Losses) Arising During the Period	$	(1,131	)	$	3,462		$	9,707		$	998
Add: Reclassification Adjustment for Expenses/Losses Included in Net Income		690			2,383			1,790			5,108
Changes in Unrealized Gains/(Losses) Arising During the Period		(441	)		5,845			11,497			6,106
Related Tax Effect on Unrealized Gains/(Losses) During the Period		191			(2,513	)		(4,942	)		(2,624	)
Net Change in Unrealized (Losses)/Gains Arising During the Period		(250	)		3,332			6,555			3,482
Net Other Comprehensive (Loss)/Income	$	66,224		$	(93,639	)	$	(21,316	)	$	(59,740	)
Comprehensive Income	$	308,290		$	15,360		$	479,785		$	151,778

See accompanying notes to consolidated financial statements

8

North Fork Bancorporation, Inc.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
June 30, 2005 and 2004

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

Note 1 — Business and Summary of Significant Accounting Policies

     North Fork Bancorporation, Inc. is a regional bank holding company organized under the laws of the State of Delaware and registered as a “bank holding company” under the Bank Holding Company Act of 1956, as amended. North Fork Bank, our principal bank subsidiary, operates from approximately 358 retail bank branches in the Tri-state area. We operate a nationwide mortgage business (GreenPoint Mortgage Funding Inc.) headquartered in Novato, California. GreenPoint Mortgage is in the business of originating, selling and servicing a wide variety of mortgages secured by 1-4 family residences and small commercial properties. Through our other non-bank subsidiaries, we offer financial products and services to our customers including asset management, securities brokerage, and the sale of alternative investment products. We also operate a second subsidiary bank, Superior Savings of New England, N.A., headquartered in Branford, Connecticut which focuses on telephonic and media-based generation of deposits principally in the Northeast.

     In 2004, we completed two strategically important and accretive acquisitions that have more than doubled our total assets and expanded our geographic presence into northern and central New Jersey. (See Note 2 — Business combinations in our 2004 Annual Report on Form 10-K for Additional Information.)

     In May 2004, we acquired The Trust Company of New Jersey (“TCNJ”) and simultaneously merged its operations into North Fork Bank. TCNJ was the fourth largest commercial bank headquartered in New Jersey and operated primarily in the northern and central New Jersey market area. TCNJ represented our first significant expansion into a state other than New York. At the date of merger, TCNJ had $4.1 billion in total assets, $1.4 billion in securities, $2.1 billion in net loans, $3.2 billion in deposits and $.7 billion in borrowings.

     In October 2004, we acquired GreenPoint Financial Corp. (“GreenPoint”). GreenPoint operated two primary businesses, a New York based retail bank (“GreenPoint Bank”) and a separate mortgage banking business (“GreenPoint Mortgage” or “GPM”) with nationwide operations. GreenPoint Bank maintained 95 retail bank branches in the Tri-state area. At the date of merger, GreenPoint had $27 billion in assets, $6.8 billion in securities, $5.1 billion in loans held-for-sale, $12.8 billion in loans held-for-investment, $12.8 billion in deposits, and $11.4 billion in borrowings.

Basis of Presentation

     Our accounting and financial reporting policies are in conformity with accounting principles generally accepted in the United States of America. The preparation of unaudited interim consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of income and expenses during the reporting period. Such estimates are subject to change in the future as additional information becomes available or previously existing circumstances are modified. Actual results could differ from those estimates. Additionally, where applicable, the policies conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. All significant inter-company accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to current period presentation.

     These unaudited interim consolidated financial statements and related management’s discussion and analysis should be read together with the consolidated financial information in our 2004 Annual Report on Form 10-K, previously filed with the United States Securities and Exchange Commission (“SEC”). Results of operations for the three and six months ended June 30, 2005 are not necessarily indicative of the results of operations which may be expected for the full year 2005 or any future interim period.

     In reviewing and understanding the financial information contained herein you are encouraged to read the significant accounting policies contained in Note 1 — Business and Summary of Significant Accounting Policies of our 2004 Annual Report on Form 10-K.

9

There have not been any significant changes in the factors or methodology used in determining accounting estimates or applied in our critical accounting policies since December 2004 that are material in relation to our financial condition or results of operations.

Accounting for Stock-Based Compensation

     Stock-based compensation plans are accounted for in accordance with the requirements specified in SFAS No. 123 “Accounting for Stock-Based Compensation” (“SFAS 123”), as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” (“SFAS 148”). As permitted under these statements, we have elected to apply the intrinsic value method in accounting for option-based stock compensation plans. Accordingly, compensation expense has not been recognized in the accompanying consolidated financial statements for stock-based compensation plans, other than for restricted stock awards. Restricted stock awards are recorded as deferred compensation, a component of stockholders’ equity, at the fair value of these awards at the date of grant and are amortized to compensation expense over the awards’ specified vesting periods. Since the intrinsic value method is used, we are required to disclose the pro-forma impact on net income and earnings per share that the fair value-based method would have had, if it was applied rather than the intrinsic value method. Stock options are typically awarded at year end and contain a nominal vesting period. Since the pro forma effect on net income of expensing stock options during the three and six months ended June 30, 2005 and 2004 is nominal, we have not included such pro forma compensation expense and its related effect on net income and earnings per share herein.

Critical Accounting Policies

     We have identified four accounting policies that are critical to the presentation of our financial statements and that require critical accounting estimates, involving significant valuation adjustments, on the part of management. The following is a description of those policies:

Provision and Allowance for Loan Losses

     The allowance for loan losses is available to cover probable losses inherent in the current loans held-for-investment portfolio. Loans held-for-investment, or portions thereof, deemed uncollectible are charged to the allowance for loan losses, while recoveries, if any, of amounts previously charged-off are added to the allowance. Amounts are charged-off after giving consideration to such factors as the customer’s financial condition, underlying collateral values and guarantees, and general economic conditions.

     The evaluation process for determining the adequacy of the allowance for loan losses and the periodic provisioning for estimated losses is undertaken on a quarterly basis, but may increase in frequency should conditions arise that would require our prompt attention. Conditions giving rise to such action are business combinations or other acquisitions or dispositions of large quantities of loans, dispositions of non-performing and marginally performing loans by bulk sale or any development which may indicate an adverse trend. Recognition is also given to the changing risk profile resulting from business combinations, customer performance, results of ongoing credit-quality monitoring processes and the cyclical nature of economic and business conditions.

     The loan portfolio is categorized according to collateral type, loan purpose or borrower type (i.e. commercial, consumer). The categories used include Multi-Family Mortgages, Residential Mortgages, Commercial Mortgages, Commercial and Industrial, Consumer, and Construction and Land, which are more fully described in the section entitled Management’s Discussion and Analysis, — “Loans.” An important consideration is our concentration of real estate related loans located in the Tri-state area.

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

     • Establishment of reserve amounts for specifically identified criticized loans, including those arising from business combinations and those designated as requiring special attention by our internal loan review program, or bank regulatory examinations (specific-allowance method).

     • An allocation to the remaining loans giving effect to historical losses experienced in each loan category, cyclical trends and current economic conditions which may impact future losses (loss experience factor method).

     The initial allocation or specific-allowance methodology commences with loan officers and underwriters grading the quality of their loans on a risk classification scale ranging from 1 - 8. Loans identified as below investment grade are referred to our independent Loan Review Department (“LRD”) for further analysis and identification of those factors that may ultimately affect the full recovery or collectibility of principal and/or interest. These loans are subject to continuous review and monitoring while they

10

remain in a criticized category. Additionally, LRD is responsible for performing periodic reviews of the loan portfolio independent from the identification process employed by loan officers and underwriters. Loans that fall into criticized categories are further evaluated for impairment in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 114, “Accounting by Creditors for Impairment of a Loan.” The portion of the allowance allocated to impaired loans is based on the most appropriate of the following measures: discounted cash flows from the loan using the loan’s effective interest rate, the fair value of the collateral for collateral dependent loans, or the observable market price of the impaired loan.

     The remaining allocation applies a category specific loss experience factor to loans which have not been specifically reviewed for impairment, including smaller balance homogeneous loans that we have identified as residential and consumer, which are not specifically reserved for impairment. These category specific factors give recognition to our historical loss experience, as well as that of acquired businesses, cyclical trends, current economic conditions and our exposure to real estate values. These factors are reviewed on a quarterly basis with senior lenders to ensure that the factors applied to each loan category are reflective of trends or changes in the current business environment which may affect these categories.

     Upon completion of both allocation processes, the specific and loss experience factor method allocations are combined, producing the allocation of the allowance for loan losses by loan category. Other factors used to evaluate the adequacy of the allowance for loan losses include the amount and trend of criticized loans, results of regulatory examinations, peer group comparisons and economic data associated with the relevant markets, specifically the local real estate market. Because many loans depend upon the sufficiency of collateral, any adverse trend in the relevant real estate markets could have a significant adverse effect on the quality of our loan portfolio. This may lead management to consider that the overall allowance level should be greater than the amount determined by the allocation process described above.

Accounting for Derivative Financial Instruments

     Derivative financial instruments are recorded at fair value as either assets or liabilities on the balance sheet. The accounting for changes in the fair value of a derivative instrument is determined by whether it has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship. Transactions hedging changes in the fair value of a recognized asset, liability, or firm commitment are classified as fair value hedges. Derivative instruments hedging exposure to variable cash flows of recognized assets, liabilities or forecasted transactions are classified as cash flow hedges.

     Fair value hedges result in the immediate recognition through earnings of gains or losses on the derivative instrument, as well as corresponding losses or gains on the hedged financial instrument to the extent they are attributable to the hedged risk. The gain or loss on the effective portion of a derivative instrument designated as a cash flow hedge is reported as a component of other comprehensive income, and reclassified to earnings in the same period that the hedged transaction affects earnings. The gain or loss on the ineffective portion of the derivative instrument, if any, is recognized in earnings for both fair value and cash flow hedges. Derivative instruments not qualifying for hedge accounting treatment are recorded at fair value and classified as trading assets or liabilities with the resultant changes in fair value recognized in earnings during the period of change. We also account for certain fair value hedges under the short cut method of accounting for derivatives. The short cut method assumes no ineffectiveness between an interest-bearing financial instrument and an interest rate swap. Changes in the fair value of interest rate swaps are recorded as changes in both the fair value of the swap and the hedged financial instrument.

     In the event of early termination of a derivative contract, previously designated as part of a cash flow hedging relationship, any resulting gain or loss is deferred as an adjustment to the carrying value of the assets or liabilities, against which the hedge had been designated with a corresponding offset to other comprehensive income, and reclassified to earnings over the shorter of the remaining life of the designated assets or liabilities, or the derivative contract. However, if the hedged item is no longer on balance sheet (i.e. sold or canceled), the derivative gain or loss is immediately reclassified to earnings.

     As part of our mortgage banking operations, we enter into commitments to originate or purchase loans whereby the interest rate on the loan is determined prior to funding (“interest rate lock commitment”). Interest rate lock commitments related to loans that we

11

intend to sell in the secondary market are considered free-standing derivatives. These derivatives are required to be recorded at fair value, with changes in fair value recorded in current period earnings. In accordance with Staff Accounting Bulletin No. 105, “Application of Accounting Principles to Loan Commitments”, interest rate lock commitments are initially valued at zero. Changes in fair value subsequent to inception are based on changes in the fair value of loans with similar characteristics and changes in the probability that the loan will fund within the terms of the commitment, which is affected primarily by changes in interest rates and passage of time. In general, the probability that a loan will fund increases if mortgage rates rise and decreases if mortgage rates fall. The initial value inherent in the loan commitment at origination is recognized through gain on sale of loans when the underlying loan is sold.

     We are exposed to interest rate risk from the time an interest rate lock commitment is made to a borrower to the time the resulting mortgage loan is sold in the secondary market. To manage this risk, we use derivatives, primarily forward sales contracts on mortgage backed securities and forward delivery commitments, in an amount equal to the portion of interest rate contracts expected to close. The duration of these derivatives are selected to have the changes in their fair value correlate closely with the changes in fair value of the interest rate lock commitments on loans to be sold. These derivatives are also required to be recorded at fair value, with changes in fair value recorded in current period earnings.

Representation and Warranty Reserve

     The representation and warranty reserve is available to cover probable losses inherent with the sale of loans in the secondary market. In the normal course of business, certain representations and warranties are made to investors at the time of sale, which permit the investor to return the loan to the seller or require the seller to indemnify the investor (make whole) for any losses incurred by the investor while the loan remains outstanding.

     The evaluation process for determining the adequacy of the representation and warranty reserve and the periodic provisioning for estimated losses is performed for each product type on a quarterly basis. Factors considered in the evaluation process include historical sales volumes, aggregate repurchase and indemnification activity and actual losses incurred. Additions to the reserve are recorded as a reduction to the gain on sale of loans. Losses incurred on loans where we are required to either repurchase the loan or make payments to the investor under the indemnification provisions are charged against the reserve. The representation and warranty reserve is included in accrued expenses and other liabilities in the consolidated balance sheet.

Mortgage Servicing Rights

     The rights to service mortgage loans for others, or Mortgage Servicing Rights (“MSR’s”), is recognized when mortgage loans are sold in the secondary market and the right to service those loans for a service fee is retained. The MSR’s initial carrying value is determined by allocating the recorded investment in the underlying mortgage loans between the assets sold and the interest retained based on their relative fair values at the date of transfer. MSR fair value is determined using the present value of estimated future cash flows of net servicing income. MSR’s are carried at the lower of the initial carrying value, adjusted for amortization or fair value. MSR’s are amortized in proportion to, and over the period of, estimated net servicing income. The amortization of MSR’s is periodically analyzed and adjusted to reflect changes in prepayment speeds.

     To determine fair value, a valuation model that calculates the present value of estimated future net servicing income is utilized. We use assumptions in the valuation model that market participants use when estimating future net servicing income, including prepayment speeds, discount rates, default rates, cost to service, escrow account earnings, contractual servicing fee income, ancillary income and late fees.

     MSR’s are periodically evaluated for impairment based on the difference between the carrying amount and current fair value. To evaluate and measure impairment, the underlying loans are stratified based on certain risk characteristics, including loan type, note rate and investor servicing requirements. If it is determined that temporary impairment exists, a valuation allowance is established through a charge to earnings for any excess of amortized cost over the current fair value, by risk stratification. If determined in future periods that all or a portion of the temporary impairment no longer exists for a particular risk stratification, the valuation allowance is reduced by increasing earnings. However, if impairment for a particular risk stratification is deemed other-than-temporary (recovery of a recorded valuation allowance is remote), a direct write-down, permanently reducing the carrying value of the MSR is recorded. The periodic evaluation of MSR’s for other-than-temporary impairment considers both historical and projected trends in interest rates, payoff activity and whether impairment could be recovered through increases in market interest rates.

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NOTE 2 — SECURITIES

The amortized cost and estimated fair values of available-for-sale securities are as follows:

	June 30, 2005				December 31, 2004				June 30, 2004
Available-for-Sale	Amortized		Fair		Amortized		Fair		Amortized		Fair
(in thousands)	Cost		Value		Cost		Value		Cost		Value
CMO Agency Issuances	$	4,269,559	$	4,231,390	$	5,121,001	$	5,098,243	$	3,318,464	$	3,241,617
CMO Private Issuances		3,941,709		3,926,929		4,723,080		4,721,813		1,693,712		1,665,125
Agency Pass-Through Certificates		2,328,213		2,335,485		2,715,253		2,737,067		2,172,586		2,165,407
State & Municipal Obligations		768,793		771,349		916,239		920,112		592,798		594,466
Equity Securities (1) (2)		685,873		693,509		790,042		794,005		187,725		189,681
U.S. Treasury & Agency Obligations		278,294		277,806		361,987		363,775		263,069		265,256
Other Securities		685,176		688,312		800,848		809,610		635,293		641,111
Total Available-for-Sale Securities	$	12,957,617	$	12,924,780	$	15,428,450	$	15,444,625	$	8,863,647	$	8,762,663

(1)	Amortized cost and fair value includes $291.8 million, $351.7 million and $80.5 million in Federal Home Loan Bank Stock at June 30, 2005, December 31, 2004 and June 30, 2004, respectively.
(2)	Amortized cost and fair value includes $332.3 million and $337.4 million at June 30, 2005, respectively, $369.6 million and $371.2 million at December 31, 2004, respectively and $50.0 million and $50.2 million at June 30, 2004, respectively of Federal Home Loan Mortgage Corporation (“Freddie Mac”) and Federal National Mortgage Association (“Fannie Mae”) Preferred Stock, respectively.

The amortized cost and estimated fair values of held-to-maturity securities are as follows:

	June 30, 2005				December 31, 2004				June 30, 2004
Held-to-Maturity	Amortized		Fair		Amortized		Fair		Amortized		Fair
(in thousands)	Cost		Value		Cost		Value		Cost		Value
Agency Pass-Through Certificates	$	50,491	$	51,428	$	57,719	$	58,776	$	65,244	$	66,142
State & Municipal Obligations		41,372		43,951		45,303		47,991		48,956		51,005
CMO Private Issuances		15,356		14,902		24,426		24,151		26,927		26,561
Other Securities		11,210		11,156		15,125		15,073		11,074		10,966
Total Held-to-Maturity Securities	$	118,429	$	121,437	$	142,573	$	145,991	$	152,201	$	154,674

     At June 30, 2005, securities carried at $8.5 billion were pledged to secure securities sold under agreements to repurchase, other borrowings, and for other purposes as required by law. Securities pledged under agreements pursuant to which the collateral may be sold or repledged by the secured parties approximated $5.3 billion, while securities pledged under agreements pursuant to which the secured parties may not sell or repledge approximated $3.2 billion at June 30, 2005.

NOTE 3 — LOANS

The composition of loans designated as held-for-sale are summarized as follows:

Loans Held-for-Sale	June 30,		% of			December 31,		% of			June 30,		% of
(dollars in thousands)	2005		Total			2004		Total			2004		Total
Residential Mortgages	$	5,481,104		87	%	$	4,339,581		76	%	$	2,902		100	%
Home Equity		852,137		13			1,380,247		24			—		—
Total	$	6,333,241		100	%	$	5,719,828		100	%	$	2,902		100	%
Deferred Origination Costs		64,878					56,117					—
Total Loans Held-for-Sale	$	6,398,119				$	5,775,945				$	2,902

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The composition of loans held-for-investment are summarized as follows:

Loans Held-for- Investment	June 30,		% of			December 31,		% of			June 30,			% of
(dollars in thousands)	2005		Total			2004		Total			2004			Total
Commercial Mortgages	$	5,725,316		18	%	$	5,369,656		18	%	$	3,536,517			23	%
Commercial & Industrial		3,879,830		12			3,046,820		10			2,529,253			16
Total Commercial		9,605,146		30	%		8,416,476		28	%		6,065,770			39	%
Residential Mortgages		16,176,829		49			15,668,938		51			3,327,047			22
Multi-Family Mortgages		4,485,420		14			4,254,405		14			3,824,615			25
Consumer		1,521,869		5			1,604,863		5			1,751,240			11
Construction & Land		653,002		2			480,162		2			453,922			3
Total	$	32,442,266		100	%	$	30,424,844		100	%	$	15,422,594			100	%
Unearned Income & Deferred Origination Costs		40,508					28,490					(37,026	)
Total Loans Held-for-Investment	$	32,482,774				$	30,453,334				$	15,385,568

At June 30, 2005, loans held-for-investment of $5.3 billion were pledged as collateral under borrowing arrangements with the Federal Home Loan Bank of New York.

Non-Performing Assets

     Non-performing assets include loans ninety days past due and still accruing, non-accrual loans and other real estate. Other real estate consists of properties acquired through foreclosure or deed in lieu of foreclosure. Other real estate is carried at the lower of the recorded amount of the loan or the fair value of the property based on the current appraised value adjusted for estimated disposition costs.

The following table presents the components of non-performing assets as of the dates indicated:

	June 30,			December 31,			June 30,
(in thousands)	2005			2004			2004
Commercial Mortgages	$	6,409		$	16,890		$	2,623
Commercial & Industrial		7,768			8,730			7,256
Total Commercial		14,177			25,620			9,879
Residential Mortgages		63,979			103,745			4,004
Multi-Family Mortgages		44			1,290			—
Consumer		2,179			3,178			1,872
Construction and Land		308			—			49
Non-Performing Loans Held-for-Investment	$	80,687		$	133,833		$	15,804
Non-Performing Loans Held-for-Sale		45,377			60,858			—
Other Real Estate		14,557			17,410			435
Total Non-Performing Assets	$	140,621		$	212,101		$	16,239
Allowance for Loan Losses to Non-Performing Loans Held-for-Investment		270	%		158	%		873	%
Allowance for Loan Losses to Total Loans Held-for-Investment		.67			.69			.90
Non-Performing Loans to Total Loans Held-for-Investment		.25			.44			.10
Non-Performing Assets to Total Assets		.23			.35			.06

     Non-performing loans held-for-investment includes loans ninety days past due and still accruing totaling $4.7 million, $5.3 million and $5.4 million at June 30, 2005, December 31, 2004 and June 30, 2004, respectively.

     Future levels of non-performing assets will be influenced by prevailing economic conditions and the impact of those conditions on our customers, prevailing interest rates, unemployment rates, property values, and other internal and external factors, including potential sales of such assets.

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NOTE 4 — ALLOWANCE FOR LOAN LOSSES

A summary of changes in the allowance for loan losses for loans held-for-investment is shown below for the periods indicated:

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
(dollars in thousands)	2005			2004			2005			2004
Balance at Beginning of Period	$	215,307		$	124,364		$	211,097		$	122,733
Allowance from Acquisitions		—			10,251			—			10,251
Provision For Loan Losses		9,000			6,500			18,000			13,000
Total		224,307			141,115			229,097			145,984
Recoveries Credited to the Allowance		4,141			3,072			9,143			5,686
Losses Charged to the Allowance		(10,576	)		(6,179	)		(20,368	)		(13,662	)
Balance at End of Period	$	217,872		$	138,008		$	217,872		$	138,008
Annualized Net Charge-offs to Average Loans, net		.08	%		.09	%		.07	%		.12	%

NOTE 5 — FEDERAL FUNDS PURCHASED AND COLLATERALIZED BORROWINGS

The expected maturity or repricing of Federal Home Loan Bank (“FHLB”) Advances and Repurchase Agreements at June 30, 2005 is as follows:

(dollars in thousands)	FHLB		Average			Repurchase		Average					Total Average
Maturity	Advances		Rate (1)			Agreements		Rate (1)			Total (2)		Rate (1)
2005	$	2,175,015		3.22	%	$	2,038,374		2.78	%	$	4,213,389		3.01	%
2006		400,000		3.40			1,200,000		2.91			1,600,000		3.04
2007		150,000		3.77			700,000		3.05			850,000		3.18
2008		1,050,000		2.50			800,000		4.13			1,850,000		3.21
2009		200,000		2.93			—		—			200,000		2.93
Thereafter		100,000		5.90			400,000		4.38			500,000		4.68
Total	$	4,075,015		3.13	%	$	5,138,374		3.18	%	$	9,213,389		3.16	%

(1)	Reflects the impact of purchase accounting adjustments and interest rate swaps.
(2)	Excludes $142.7 million and $73.6 million in purchase accounting adjustments (unamortized premiums) of FHLB Advances and Repurchase Agreements, respectively.

At June 30, 2005, Federal Funds Purchased totaled $2.0 billion.

Interest rate swaps were used to convert $75 million in Repo’s from variable rates to fixed rates. These swaps qualify as cash flow hedges and are explained in more detail in “Note 9 — Derivative Financial Instruments.”

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NOTE 6 — OTHER BORROWINGS

The following tables summarize other borrowings outstanding as of the dates indicated:

SUBORDINATED NOTES

	June 30,			December 31,			June 30,
(in thousands)	2005			2004			2004
Parent Company:
5.875% Subordinated Notes due August 2012	$	349,364		$	349,319		$	349,274
5.0% Subordinated Notes due August 2012		150,000			150,000			150,000
Subsidiary Bank:
9.25% Subordinated Bank Notes due October 2010		181,632			184,474			—
Total Subordinated Notes		680,996			683,793			499,274
Fair Value Hedge Adjustment		(18,993	)		(22,888	)		(36,466	)
Total Subordinated Notes Carrying Amount	$	662,003		$	660,905		$	462,808

     $350 million of 5.875% Subordinated Notes and $150 million of 5% Fixed Rate/Floating Rate Subordinated Notes mature in 2012, and qualify as Tier II capital for regulatory purposes. The 5.875% Subordinated Notes bear interest at a fixed rate through maturity, pay interest semi-annually and are not redeemable prior to maturity. The Fixed Rate/Floating Rate Notes bear interest at a fixed rate of 5% per annum for the first five years, and convert to a floating rate thereafter until maturity based on three-month LIBOR plus 1.87%. Beginning in the sixth year, we have the right to redeem the Fixed Rate/Floating Rate Notes at par plus accrued interest. There are $500 million in pay floating swaps, designated as fair value hedges, that were used to convert the stated fixed rate on these Notes to variable rates indexed to three-month LIBOR. (See Note 9 — “Derivative Financial Instruments” for additional information).

     In October 2004, we assumed $150 million of 9.25% Subordinated Bank Notes from GreenPoint. The 9.25% Subordinated Bank Notes mature in 2010, pay interest semi-annually and qualify as Tier II capital for regulatory purposes. The 9.25% Subordinated Bank Notes were recorded at fair value as of the acquisition date and include the remaining fair value adjustment of $31.6 million and $34.6 million (unamortized premium) at June 30, 2005 and December 31, 2004, respectively, which reduced the effective cost of funds to 4.61%.

JUNIOR SUBORDINATED DEBT (related to Trust Preferred Securities):

	June 30,		December 31,		June 30,
(in thousands)	2005		2004		2004
8.70% Junior Subordinated Debt — due December 2026	$	102,833	$	102,827	$	102,821
8.00% Junior Subordinated Debt — due December 2027		102,804		102,798		102,791
8.17% Junior Subordinated Debt — due May 2028		46,547		46,547		46,547
9.10% Junior Subordinated Debt — due June 2027		236,560		237,251		—
Total Junior Subordinated Debt		488,744		489,423		252,159
Fair Value Hedge Adjustment		15,984		15,165		9,199
Total Junior Subordinated Debt Carrying Amount	$	504,728	$	504,588	$	261,358

     Capital Securities (or “Trust Preferred Securities”), which qualify as Tier I Capital for regulatory purposes, were issued through Wholly-Owned Statutory Business Trusts (the “Trusts”). The Trusts were initially capitalized with common stock and the proceeds of both the common stock and Capital Securities were used to acquire Junior Subordinated Debt issued by the Company. The Capital Securities are obligations of the Trusts. The Junior Subordinated Debt and Capital Securities bear the same interest rates, are due concurrently and are non-callable at any time in whole or in part for ten years from the date of issuance, except in certain limited circumstances. They may be redeemed annually thereafter, in whole or in part, at declining premiums to maturity. The costs associated with these issuances have been capitalized and are being amortized to maturity using the straight-line method.

     $245 million in pay floating swaps, designated as fair value hedges, were used to convert a corresponding amount of $245 million in Junior Subordinated Debt from their stated fixed rates to variable rates indexed to three-month LIBOR. (See Note 9 — “Derivative Financial Instruments” for additional information.)

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     In October 2004, we assumed $200 million of 9.10% Capital Securities previously issued by GreenPoint through a wholly-owned Statutory Business Trust. The corresponding Junior Subordinated Debt of $206 million previously issued was recorded at fair value as of the acquisition date and includes the remaining fair value adjustment of $30.4 million and $31.1 million (unamortized premium) at June 30, 2005 and December 31, 2004, respectively, which reduced the effective cost of funds to 7.63%.

SENIOR NOTES:

	June 30,			December 31,
(in thousands)	2005			2004
3.20% Senior Notes — due June 2008	$	343,907		$	342,869
Fair Value Hedge Adjustment		(4,301	)		(2,044	)
Total Senior Notes Carrying Amount	$	339,606		$	340,825

     In October 2004, $350 million of 3.20% Senior Notes were assumed from GreenPoint. The 3.20% Senior Notes mature in 2008, and pay interest semi-annually. These Notes were recorded at fair value as of the acquisiton date and include the remaining fair value adjustment of $6.1 million and $7.1 million (unamortized premium) at June 30, 2005 and December 31, 2004, respectively, which reduced the effective cost of funds to 3.84%.

     Pay floating swaps of $350 million, designated as fair value hedges, were used to convert the stated fixed rate on these notes to variable rates indexed to the three-month LIBOR. (See Note 9 — “Derivative Financial Instruments” for additional information).

NOTE 7 — MORTGAGE SERVICING RIGHTS

     The following table sets forth the change in the carrying value and fair value of mortgage servicing rights for the periods indicated:

	At and for the			At and for the
	Three Months Ended			Six Months Ended
(in thousands )	June 30, 2005			June 30, 2005
Balance at Beginning of Period	$	283,268		$	254,857
Additions		31,099			81,154
Sales		(5,323	)		(6,978	)
Amortization		(20,591	)		(40,580	)
Balance at End of Period	$	288,453		$	288,453
Less: Reserve for Temporary Impairment		(34,971	)		(34,971	)
Mortgage Servicing Rights, net	$	253,482		$	253,482
Fair Value at June 30, 2005	$	253,871		$	253,871

     In estimating the fair value of the Mortgage Servicing Rights at June 30, 2005, we utilized a weighted average prepayment rate of 29.7% (includes default rate), a weighted average life of 3.1 years and a discount rate of 10.6%.

     At June 30, 2005, the sensitivities to immediate 10% and 20% increases in the weighted average prepayment rates would decrease the fair value of mortgage servicing rights by $14 million and $25 million, respectively.

     At June 30, 2005, the carrying value of the mortgage servicing rights as a percentage of the unpaid principal balance of the loans serviced was 82 basis points. The weighted average service fee on the underlying loans was 29 basis points, resulting in a multiple of the mortgage servicing rights carrying value to the weighted average service fee of 2.83.

NOTE 8 — REPRESENTATION AND WARRANTY RESERVE

     The representation and warranty reserve is available to cover probable losses inherent with the sale of loans in the secondary market. In the normal course of business, certain representations and warranties are made to investors at the time of sale, which permit the investor to return the loan to the Company or require the Company to indemnify the investor (make whole) for any losses incurred by the investor while the loan remains outstanding.

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The following table sets forth the changes in the representation and warranty reserve for the periods indicated:

	At and for the			At and for the
	Three Months Ended			Six Months Ended
(in thousands )	June 30, 2005			June 30, 2005
Balance at Beginning of Period	$	111,701		$	97,066
Provisions for Estimated Losses (1)		23,879			47,597
Losses Incurred		(6,464	)		(15,547	)
Balance at End of Period	$	129,116		$	129,116

(1) The provision is reported as a reduction to gain on sale of loans.

NOTE 9 — DERIVATIVE FINANCIAL INSTRUMENTS

     The use of derivative financial instruments creates exposure to credit risk. This credit exposure relates to losses that would be recognized if the counterparties fail to perform their obligations under the contracts. To mitigate this exposure to non-performance, the Company deals only with counterparties of good credit standing and establishes counterparty credit limits. In connection with our interest rate risk management process, the Company periodically enters into interest rate derivative contracts. These derivative interest rate contracts may include interest rate swaps, caps, and floors and are used to modify the repricing characteristics of specific assets and liabilities. We have not utilized interest rate caps or floors for any periods presented in these financial statements.

The following table details the interest rate swaps and their associated hedged liabilities outstanding as of June 30, 2005:

(dollars in thousands)	Hedged	Notional		Fixed			Variable
Maturity	Liability	Amount		Interest Rate			Interest Rate
Pay Fixed Swaps
2008	Repurchase Agreements	$	75,000		6.14	%		3.22	%
Pay Floating Swaps
2007	5.00% Subordinated Notes	$	150,000		5.00	%		3.27	%
2008	3.20% Senior Notes		350,000		3.20			3.35
2012	5.875% Subordinated Notes		350,000		5.875			3.27
2026	8.70% Junior Subordinated Debt		100,000		8.70			3.41
2027	8.00% Junior Subordinated Debt		100,000		8.00			3.41
2028	8.17% Junior Subordinated Debt		45,000		8.17			3.21
		$	1,095,000

     At June 30, 2005, $75 million in pay fixed swaps, designated as cash flow hedges, were outstanding. These agreements change the repricing characteristics of certain repurchase agreements, requiring us to make periodic fixed rate payments and receive periodic variable rate payments indexed to three-month LIBOR, based on a common notional amount and identical payment and maturity dates. As of June 30, 2005, these swaps had an unrealized loss of $4.3 million, which is recorded as a component of other liabilities (the net of tax balance of $2.4 million is reflected in stockholders’ equity as a component of accumulated other comprehensive loss). The use of pay fixed swaps outstanding increased interest expense by $.7 million and $2.4 million in the second quarters of 2005 and 2004, respectively. For the six months ended June 30, 2005 and 2004, these swaps increased interest expense by $1.8 million and $5.1 million, respectively. Based upon the current interest rate environment, approximately $.9 million of the $2.4 million after tax unrealized loss is expected to be reclassified from accumulated other comprehensive loss in the next twelve months.

     $350 million in pay floating swaps designated as fair value hedges were used to convert the stated fixed rate on the 5.875% subordinated notes to variable rates indexed to three-month LIBOR. The swap term and payment dates match the related terms of the subordinated notes. $150 million in pay floating swaps designated as fair value hedges were used to convert the stated fixed rate on the 5% subordinated notes to variable rates indexed to three-month LIBOR. The swap terms are for five years, matching the period of time the subordinated notes pay a fixed rate. Beginning in the sixth year, we have the right to redeem the fixed rate/floating rate notes at par plus accrued interest or the interest rate converts to a spread over three month LIBOR. At June 30, 2005, the fair value adjustment on the swaps hedging $500 million in subordinated notes resulted in an unrealized loss of $19.0 million and is reflected as a component of other liabilities. The carrying amount of the $500 million in subordinated notes was decreased by an identical amount. These swaps reduced interest expense by approximately $.3 million and $2.7 million in the second quarters of 2005 and 2004, respectively. For the six months ended June 30, 2005 and 2004, these swaps reduced interest expense by $1.2 million and $5.3

18

million, respectively. There was no hedge ineffectiveness recorded in the Consolidated Statements of Income on these transactions for all periods reported.

     $350 million of pay floating swaps designated as fair value hedges were used to convert the stated fixed rate on the 3.20% senior notes to variable rates indexed to three-month LIBOR. The swap term and payment dates match the related terms of the senior notes. At June 30, 2005, the fair value adjustment on the swaps hedging the $350 million of senior notes resulted in an unrealized loss of $4.3 million and is reflected as a component of other liabilities. The carrying amount of the $350 million in senior notes was decreased by an identical amount. These swaps reduced interest expense by $.4 million in the second quarter of 2005. For the six months ended June 30, 2005 these swaps reduced interest expense by $1.3 million. There was no hedge ineffectiveness recorded in the Consolidated Statements of Income on these transactions for all periods reported.

     Interest rate swap agreements were also used to change the repricing characteristics of $245 million in Junior Subordinated Debt from their stated fixed rates to variable rates indexed to three-month LIBOR. The swaps, designated as fair value hedges, contain payment dates, maturity dates and embedded call options held by the counterparty (exercisable in approximately four years), which are identical to the terms and call provisions contained in the Junior Subordinated Debt. At June 30, 2005, the fair value adjustment on the swap agreements hedging $245 million of Junior Subordinated Debt was a net unrealized gain totaling $16.0 million and is reflected as a component of other assets. The carrying amount of the $245 million in Junior Subordinated Debt was increased by an identical amount. These swaps decreased interest expense by $2.2 million and $3.4 million in the second quarters of 2005 and 2004, respectively. For the six months ended June 30, 2005 and 2004, these swaps reduced interest expense by $4.7 million and $6.7 million, respectively. There was no hedge ineffectiveness recorded in the Consolidated Statements of Income from these transactions for each period reported.

     As part of our mortgage banking operations, we enter into commitments to originate or purchase loans whereby the interest rate on the loan is determined prior to funding (“interest rate lock commitment”). Interest rate lock commitments on mortgage loans that we intend to sell in the secondary market are considered free-standing derivatives. These derivatives are carried at fair value with changes in fair value recorded as a component of gain on sale of loans. In accordance with Staff Accounting Bulletin No. 105, “Application of Accounting Principles to Loan Commitments”, interest rate lock commitments are initially valued at zero. Changes in fair value subsequent to inception are determined based upon current secondary market prices for underlying loans with similar coupons, maturity and credit quality, subject to the anticipated probability that the loan will fund within the terms of the commitment. The initial value inherent in the loan commitments at origination is recognized through gain on sale of loans when the underlying loan is sold. Both the interest rate lock commitments and the related hedging instruments are recorded at fair value with changes in fair value being recorded in current earnings in gain on sale of loans.

     Generally, if interest rates increase, the value of our interest rate lock commitments and funded loans decrease and loan sale margins are adversely impacted. We hedge the risk of overall changes in fair value of loans held-for-sale and interest rate lock commitments generally by entering into mandatory commitments to deliver mortgage whole loans to various investors, selling forward contracts on mortgage backed securities of Fannie Mae and Freddie Mac and, to a lesser extent, by using futures and options to economically hedge the fair value of interest rate lock commitments. Under SFAS 133, certain of these positions qualify as fair value hedges of a portion of the funded loan portfolio held-for-sale and result in adjustments to the carrying value of designated loans through gain on sale based on fair value changes attributable to the hedged risk. The forward contracts, futures and options used to economically hedge the loan commitments are accounted for as non-designated hedges and naturally offset loan commitment mark-to-market gains and losses recognized as a component of gain on sale.

     The notional amount of all forward contracts was $4.5 billion at June 30, 2005. The forward contracts designated as fair value hedges associated with mortgage loans held-for-sale had a notional value of $3.2 billion at June 30, 2005. The notional amount of forward contracts used to manage the risk associated with interest rate lock commitments on mortgage loans was $1.3 billion at June 30, 2005.

     The following table shows hedge ineffectiveness on fair value hedges included in gain on sale of loans for the three and six months ended June 30, 2005:

(in thousands )	For the			For the
	Three Months Ended			Six Months Ended
	June 30, 2005			June 30, 2005
Gain on Hedged Mortgage Loans	$	9,053		$	2,169
(Loss) on Derivatives		(9,595	)		(3,373	)
Hedge Ineffectiveness	$	(542	)	$	(1,204	)

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NOTE 10 — OTHER COMMITMENTS AND CONTINGENT LIABILITIES

Credit Related Commitments

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

Retail Banking

     Our retail banking segment provides the following types of off-balance sheet financial products to its customers.

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

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

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

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

The following table presents total commitments and letters of credit outstanding for our retailing banking segment at June 30, 2005:

(in thousands)	2005
Commitments to Extend Credit on Loans Held-for-Investment (2)	$	3,605,100
Standby Letters of Credit (1) (2)		403,079
Commercial Letters of Credit (2)		19,342

(1)	Standby letters of credit are considered guarantees and are reflected in other liabilities in the accompanying Consolidated Balance Sheet at their estimated fair value of $1.5 million as of June 30, 2005. The fair value of these instruments is recognized as income over the initial term of the guarantee.
(2)	At June 30, 2005, commitments to extend credit on loans held-for-investment with maturities of less than one year totaled $2.0 billion, while $1.6 billion matures between one to three years. Standby and commercial letters of credit are issued with original maturity terms of twelve months or less.

Mortgage Banking

     GPM has an outstanding mortgage pipeline which represents applications received but not yet funded and is therefore the maximum amount of GPM’s origination commitments. The pipeline of mortgage loans at June 30, 2005 included $1.8 billion of fixed rate mortgage loans and $5.8 billion of adjustable rate mortgage loans.

     GPM is also contractually committed to fund the undrawn portion of home equity lines of credit (HELOCs), which they have originated. The commitment extends to HELOCs which are currently held-for-sale and HELOCs previously sold with servicing retained.

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The following table presents total commitments and lines of credit outstanding for GPM at June 30, 2005:

(in thousands)	2005
Commitments to Originate Mortgage Loans Held-for-Sale	$	7,594,398
Commitments to Fund HELOC’s		851,850

NOTE 11 — RETIREMENT AND OTHER EMPLOYEE BENEFITS

The components of net periodic benefit costs for pension and post-retirement benefits are as follows:

	Three Months Ended												Six Months Ended
	June 30,												June 30,
	2005			2004			2005			2004			2005			2004			2005			2004
(in thousands)	Pension						Post-Retirement						Pension						Post-Retirement
Components of Net Periodic Benefit Cost:
Service Cost	$	2,563		$	1,222		$	513		$	183		$	5,126		$	2,175		$	1,026		$	366
Interest Cost		2,600			1,605			704			374			5,200			2,995			1,408			701
Expected Return on Plan Assets		(4,974	)		(2,734	)		(64	)		—			(9,948	)		(4,549	)		(128	)		—
Amortization of Prior Service Cost		(66	)		(66	)		(20	)		(20	)		(132	)		(132	)		(40	)		(40	)
Amortization of Transition Asset/Obligation		(24	)		(107	)		73			73			(131	)		(214	)		146			146
Recognized Actuarial Loss		273			258			94			81			546			516			188			162
Net Periodic Benefit Cost	$	372		$	178		$	1,300		$	691		$	661		$	791		$	2,600		$	1,335

     We anticipate making a $17.0 million contribution to the pension plan during 2005. We do not anticipate making a contribution to the
post-retirement benefit plan in 2005.

Bank Owned Life Insurance

     We maintain three Bank Owned Life Insurance Trusts (commonly referred to as BOLI). The BOLI trusts were formed to offset future employee benefit costs and to provide additional benefits due to their tax exempt nature. Only officer level employees, who have consented, have been insured under the program.

     The underlying structure of the original BOLI trust required that the assets supporting the program be recorded on the consolidated balance sheet. At June 30, 2005, $225.0 million of assets held by this trust were principally included in the available-for-sale securities portfolio in the accompanying Consolidated Balance Sheet. The related income is reflected on the accompanying Consolidated Income Statement as a component of interest income. The two other BOLI trusts maintained by the Company were obtained through previous acquisitions. Based on the underlying structure of these trusts, the cash surrender value of the life insurance policies held by the trusts are required to be classified as a component of other assets on the Consolidated Balance Sheet. The related income is reflected on the accompanying Consolidated Income Statement as a component of other operating income. The cash surrender value held by these trusts was $205.7 million at June 30, 2005.

NOTE 12 — BUSINESS SEGMENTS

     As a result of the October 2004 acquisition of GreenPoint, we operate a national mortgage business. Accordingly, we have divided our operating activity into two primary business segments: Retail Banking and Mortgage Banking.

     The retail banking business provides a full range of banking products and services principally through approximately 358 branches located throughout the Tri-State area. The mortgage banking segment is conducted through GreenPoint Mortgage, which is in the business of originating, selling and servicing a wide variety of mortgages secured by 1-4 family residences and small commercial properties, on a nationwide basis.

     The Company changed its segment reporting structure in the fourth quarter of 2004, to reclassify its financial services division into retail banking. The financial services division had previously been reported as a separate operating segment. The products offered by this segment included the sale of alternative investment products (mutual funds and annuities), trust services, discount brokerage and investment management. The primary delivery channel for these products is the retail bank’s branches. As a result of the previously mentioned realignment, this area of the Company reports directly to the head of retail banking and from a budgeting and performance measurement perspective it is viewed as a component of the retail bank.

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     The segment information presented in the table below is prepared according to the following methodologies:

• Revenues and expenses directly associated with each segment are included in determining net income.

• Transactions between segments are based on specific criteria or appropriate third party rates.

• Inter-company eliminations are reflected in the “Other” column.

     Management believes that the following table provides a reasonable representation of each segment’s contribution to consolidated net income for the three months ended June 30, 2005.

	Retail		Mortgage			Segment						Consolidated
(in thousands)	Banking		Banking			Totals			Other			Operations
Three Month Ended June 30, 2005
Net Interest Income	$	432,093	$	29,799		$	461,892		$	181		$	462,073
Provision for Loan Losses		9,000		—			9,000			—			9,000
Net Interest Income After Provision for Loan Losses		423,093		29,799			452,892			181			453,073
Non-Interest Income:
Gain on Sale of Loans Held-for-Sale		—		134,411			134,411			(13,836	)		120,575
Gain on Sale of Loans Held-for-Investment		4,293		—			4,293			—			4,293
Customer Related Fees & Service Charges		41,902		—			41,902			—			41,902
Mortgage Servicing Fees		—		14,053			14,053			(10,018	)		4,035
Temporary Impairment Charge – Mortgage Servicing Rights		—		(34,971	)		(34,971	)		—			(34,971	)
Investment Management, Commissions & Trust Fees		10,287		—			10,287			—			10,287
Other Operating Income		9,122		3,004			12,126			—			12,126
Securities Gains, net		10,884		—			10,884			—			10,884
Total Non-Interest Income		76,488		116,497			192,985			(23,854	)		169,131
Non-Interest Expense:
Employee Compensation & Benefits		87,882		51,132			139,014			—			139,014
Occupancy & Equipment Expense, net		37,374		9,575			46,949			—			46,949
Other Operating Expense		55,928		17,738			73,666			(9,836	)		63,830
Total Non-Interest Expense		181,184		78,445			259,629			(9,836	)		249,793
Income Before Income Taxes		318,397		67,851			386,248			(13,837	)		372,411
Provision for Income Taxes		107,659		28,497			136,156			(5,811	)		130,345
Net Income	$	210,738	$	39,354		$	250,092		$	(8,026	)	$	242,066
Total Assets	$	53,519,909	$	6,865,780		$	60,385,689			—		$	60,385,689

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     Management believes that the following table provides a reasonable representation of each segment’s contribution to consolidated net income for the six months ended June 30, 2005.

	Retail		Mortgage			Segment						Consolidated
(in thousands)	Banking		Banking			Totals			Other			Operations
For the Six Months Ended June 30, 2005
Net Interest Income	$	870,147	$	62,871		$	933,018		$	374		$	933,392
Provision for Loan Losses		18,000		—			18,000			—			18,000
Net Interest Income After Provision for Loan Losses		852,147		62,871			915,018			374			915,392
Non-Interest Income:
Gain on Sale of Loans Held-for-Sale		—		254,377			254,377			(28,433	)		225,944
Gain on Sale of Loans Held-for-Investment		4,293		—			4,293			—			4,293
Customer Related Fees & Service Charges		83,908		—			83,908			—			83,908
Mortgage Servicing Fees		—		26,692			26,692			(17,081	)		9,611
Temporary Impairment Charge – Mortgage Servicing Rights		—		(34,971	)		(34,971	)		—			(34,971	)
Investment Management, Commissions & Trust Fees		21,358		—			21,358			—			21,358
Other Operating Income		21,514		4,840			26,354			—			26,354
Securities Gains, net		15,519		—			15,519			—			15,519
Total Non-Interest Income		146,592		250,938			397,530			(45,514	)		352,016
Non-Interest Expense:
Employee Compensation & Benefits		178,794		95,589			274,383			—			274,383
Occupancy & Equipment Expense, net		73,693		19,210			92,903			—			92,903
Other Operating Expense		109,324		36,542			145,866			(16,706	)		129,160
Total Non-Interest Expense		361,811		151,341			513,152			(16,706	)		496,446
Income Before Income Taxes		636,928		162,468			799,396			(28,434	)		770,962
Provision for Income Taxes		213,566		68,236			281,802			(11,941	)		269,861
Net Income	$	423,362	$	94,232		$	517,594		$	(16,493	)	$	501,101
Total Assets	$	53,519,909	$	6,865,780		$	60,385,689			—		$	60,385,689

NOTE 13 — RECENT ACCOUNTING PRONOUNCEMENTS

Accounting for Stock Based Compensation

In December 2004, the FASB issued SFAS No. 123R “Accounting for Stock Based Compensation, Share Based Payment”, (SFAS 123R) replaces the guidance prescribed in SFAS 123. SFAS 123R requires that compensation costs relating to share-based payment transactions be recognized in the financial statements. The associated costs will be measured based on the fair value of the equity or liability instruments issued. SFAS 123R covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. The SEC recently delayed the effective date of SFAS 123R. The new rule allows companies to implement SFAS 123R at the beginning of their next fiscal year beginning after June 15, 2005. Adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.

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

Forward-Looking Statements

     This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts but instead represent only our beliefs regarding future events, many of which by their nature, are inherently uncertain and beyond our control. Forward-looking statements may be identified by the use of such words as: “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, or words of similar meaning, or future or conditional terms such as “will”, “would”, “should”, “could”, “may”, “likely”, “probably”, or “possibly”.

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

• projections of revenues, income, earnings per share, capital expenditures, assets, liabilities, dividends, capital structure, or other financial items;

• statements regarding the adequacy of the allowance for loan losses, the representation and warranty reserve or other reserves;

• descriptions of plans or objectives of management for future operations, products, or services;

• forecasts of future economic performance; and

• descriptions of assumptions underlying or relating to any of the foregoing.

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

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

• general business and economic conditions on both a regional and national level;

• worldwide political and social unrest, including acts of war and terrorism;

• competitive pressures among financial services companies which may increase significantly;

• competitive pressures in the mortgage origination business which could have an adverse effect on gain on sale profit margins;

• changes in the interest rate environment may negatively affect interest margins, mortgage loan originations and the valuation of mortgage servicing rights;

• changes in the securities and bond markets;

• changes in real estate markets, including possible erosion in values, which may negatively affect loan origination and portfolio quality;

• legislative or regulatory changes, including increased regulation of our businesses, including enforcement of the U.S. Patriot Act;

• accounting principles, policies, practices or guidelines;

• monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board and;

• technological changes, including increasing dependence on the Internet

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

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Summary

Business Overview

     North Fork Bancorporation, Inc. is a regional bank holding company organized under the laws of the State of Delaware and registered as a “bank holding company” under the Bank Holding Company Act of 1956, as amended. We are committed to providing superior customer service, while offering a full range of banking products and financial services, to both our consumer and commercial customers. Our primary subsidiary North Fork Bank, operates from 358 retail bank branches in the Tri-state area. We operate GreenPoint Mortgage Funding Inc. (“GreenPoint Mortgage” or “GPM”), a nationwide mortgage business headquartered in Novato, California. Through our other non-bank subsidiaries, we offer financial products and services to our customers including asset management, securities brokerage, and the sale of alternative investment products. We also operate a second subsidiary bank, Superior Savings of New England, N.A., headquartered in Branford, Connecticut which focuses on telephonic and media-based generation of deposits principally in the Northeast.

     In 2004, we completed two strategically important and accretive acquisitions more than doubling our total assets, expanded our geographic presence in northern and central New Jersey and transformed our institution into one of the twenty largest banking organizations in the United States, with approximately $60 billion in assets at June 30, 2005. (See Item 1, Condensed Notes to the Consolidated Financial Statements — Note 1 — Business and Summary of Significant Accounting Policies for additional information).

     As a result of acquiring a nationwide mortgage business, we have divided our operating activities into two primary business segments (Retail Banking and Mortgage Banking):

     Retail Banking — Our retail banking operation is conducted principally through North Fork Bank. North Fork Bank operates 358 branches located in the Tri-state area, through which we provide a full range of banking products and services to both commercial and consumer clients. We are a significant provider of commercial and commercial real estate loans, multi-family mortgages, construction and land development loans, asset based lending services, lease financing and business credit services, including lines of credit. Our consumer lending operations emphasize indirect automobile loans. We offer our customers a complete range of deposit products through our branch network and on-line banking services. We provide our clients, both commercial and consumer, with a full complement of cash management services including on-line banking, and offer directly or through our securities and insurance affiliates a full selection of alternative investment products. We also provide trust, investment management and custodial services through North Fork Bank’s Trust Department and investment advisory services through our registered investment advisor.

     Revenue from our retail banking operations, principally net interest income, is the difference between the interest income we earn on our loan and investment portfolios and the cost to us of funding those portfolios. Our primary source of such funds are deposits and collateralized borrowings. We also earn income from fees charged on the various banking products and services we offer. Commissions from the sale of alternative investment products which includes the sale of mutual funds and insurance products are also a component of revenues.

     Mortgage Banking — We entered into the national mortgage business through our October 2004 purchase of GreenPoint. GreenPoint Mortgage originates single-family and small commercial mortgages throughout the country. Most loans are originated through a national wholesale loan broker and correspondent lender network. GPM offers a broad range of mortgage loan products in order to provide maximum flexibility to its borrowers. These products include Jumbo A, specialty, conforming agency mortgage loans and home equity loans. After origination, GPM packages mortgage loans for whole loan sale into the secondary market and, from time to time, for securitization. Also, certain products are retained in the Bank’s loan portfolio. GPM has established loan distribution relationships with various financial institutions such as banks, investment banks, broker-dealers, and REITs, as well as both Fannie Mae and Freddie Mac. During the second quarter of 2005, we experienced record origination volume of $12.4 billion and sold $9.1 billion with an average gain on sale margin of 131 basis points. The composition of total loan originations was: 43% Specialty, 39% Jumbo A, 13% Home Equity and 5% Agency. Option arms, both Alt-A and Jumbo A accounted for 29% of second quarter originations compared to 15% in the first quarter of 2005. All option arm originations are sold into the secondary market, servicing released. New purchases represented 48% of production in both the first and second quarter of 2005. The weighted average FICO score for originations in the quarter was 717. We do not originate sub prime loans, nor will we sacrifice quality to drive origination volume and gain on sales.

     GPM also engages in mortgage loan servicing, which includes customer service, escrow administration, default administration, payment processing, investor reporting and other ancillary services related to the general administration of mortgage loans. As of June 30, 2005, GPM’s mortgage loan servicing portfolio consisted of mortgage loans with an aggregate unpaid principal balance of $49.5 billion, of which $34.6 billion was serviced or sub-serviced for investors other than North Fork. Loans held-for-sale totaled $6.4 billion, while the pipeline was $7.6 billion ($2.9 billion was covered under interest rate lock commitments) at June 30, 2005.

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     The following table sets forth a summary reconciliation of each business segment’s contribution to consolidated after-tax earnings as reported. (See “Mortgage Banking” section of Management’s Discussion and Analysis and Item 1, Condensed Notes to the Consolidated Financial Statements — Note 12 Segment Reporting — for additional information).

Segment Results

	For the					For the
	Three Months Ended					Six Months Ended
Summary Consolidated Net Income	June 30, 2005					June 30, 2005
	Contribution					Contribution
(dollars in thousands)	$		%			$		%
Retail Banking	$	210,738		87	%	$	423,362		84	%
Mortgage Banking (1)		31,328		13			77,739		16
Consolidated Net Income	$	242,066		100	%	$	501,101		100	%

(1) Excludes net inter-company activity of $8.0 million and $16.5 million, after taxes for the three and six months ended June 30, 2005, respectively.

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Financial Overview

Selected financial highlights for the three and six months ended June 30, 2005 and 2004 are set forth in the table below. The succeeding discussion and analysis describes the changes in components of operating results.

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
(in thousands, except ratios & per share amounts)	2005			2004			2005			2004
Earnings:
Net Income	$	242,066		$	108,999		$	501,101		$	211,518
Per Share:
Earnings Per Share — Basic	$	.52		$	.46		$	1.07		$	.92
Earnings Per Share — Diluted		.51			.45			1.06			.91
Cash Dividends		.22			.20			.44			.40
Dividend Payout Ratio		44	%		47	%		42	%		46	%
Book Value	$	19.26		$	8.95		$	19.26		$	8.95
Tangible Book Value (2)	$	6.68		$	4.87		$	6.68		$	4.87
Average Equivalent Shares — Basic		469,413			236,984			467,953			229,734
Average Equivalent Shares — Diluted		474,909			240,474			474,118			233,606
Selected Ratios:
Return on Average Total Assets		1.58	%		1.78	%		1.66	%		1.86	%
Return on Average Tangible Assets (1)		1.79			1.86			1.89			1.93
Return on Average Equity		10.59			22.92			11.11			24.56
Return on Average Tangible Equity (1)		31.61			38.23			33.71			37.49
Yield on Interest Earning Assets (3)		5.46			5.49			5.49			5.53
Cost of Funds		2.24			1.61			2.14			1.61
Net Interest Margin (3)		3.59			4.26			3.69			4.30
Efficiency Ratio (4)		36.43			35.56			36.19			35.49

This document contains certain supplemental financial information, described in the following notes, which has been determined by methods other than accounting principles generally accepted in the United States of America (“GAAP”) that management uses in its analysis of the Company’s performance. Management believes these non-GAAP financial measures provide information useful to investors in understanding the underlying operational performance of the Company, its business and performance trends and facilitates comparisons with the performance of others in the financial services industry.

(1) Return on average tangible assets and return on average tangible equity which represent non-GAAP measures are computed, on an annualized basis as follows:

- Return on average tangible assets is computed by dividing net income, as reported plus amortization of identifiable intangible assets, net of taxes by average total assets less average goodwill and average identifiable intangible assets. (See detailed schedule on exhibit 99.1)

- Return on average tangible equity is computed by dividing net income, as reported plus amortization of identifiable intangible assets, net of taxes by average total equity less average goodwill and average identifiable intangible assets. (See detailed schedule on exhibit 99.1)

(2)	Tangible book value is calculated by dividing period-end stockholders’ equity, less period-end goodwill and identifiable intangible assets, by period end shares outstanding. (See detailed schedule on exhibit 99.1).
(3)	Presented on a tax equivalent basis.
(4)	The efficiency ratio, which represents a non-GAAP measure, is defined as the ratio of non-interest expense net of amortization of identifiable intangibles and other real estate expenses to net interest income on a tax equivalent basis and non-interest income net of securities gains, gains on sale of loans held-for-investment and temporary impairment charges on mortgage servicing rights.

27

Financial Results

     Highlights in the quarter ended June 30, 2005 include:

• 122% increase in net income for the second quarter compared to 2004, with a 13% increase in diluted earnings per share

• Returns on average tangible equity and tangible assets of 31.6% and 1.79%

• 27% annualized growth in commercial demand deposits

• 30% annualized growth in commercial loans

• 20% decline in non-performing assets

• 10% annualized growth in total deposits

• Mortgage loan originations of $12.4 billion from our mortgage banking subsidiary as gain on sale margins improved

• A balance sheet repositioning reducing securities by $2.0 billion and borrowings by $1.5 billion

• Declaration of the regular quarterly cash dividend of $.22 per common share

Net Income

     Net income for the second quarter ended June 30, 2005 was $242.1 million or diluted earnings per share of $.51 compared to $109.0 million or $.45 diluted earnings per share in the comparable prior year period. Returns on average tangible equity and average tangible assets during the second quarter were 31.61% and 1.79%, respectively, compared to 38.23% and 1.86% in the second quarter of 2004. During the most recent quarter we incurred a temporary impairment charge of $35.0 million against our mortgage servicing rights. This charge reduced diluted earnings per share by $.05.

     Net income for the six months ended June 30, 2005 was $501.1 million, or diluted earnings per share of $1.06 as compared to $211.5 million or diluted earnings per share of $.91 for the same period of 2004. Returns on average tangible equity and average tangible assets were 33.71% and 1.89%, respectively, during the six months ended June 30, 2005, as compared to 37.49% and 1.93%, respectively, for the comparable prior year period.

Net Interest Income

     Net interest income is the difference between interest income earned on assets, such as loans and securities and interest expense incurred on liabilities, such as deposits and borrowings. Net interest income constituted 73% of total revenue (defined as net interest income plus non-interest income) for the period. Net interest income is affected by the level and composition of assets, liabilities and equity, as well as the general level of interest rates and changes in interest rates.

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

28

     The following table presents an analysis of net interest income (on a tax equivalent basis) by each major category of interest-earning assets and interest-bearing liabilities for the three months ended June 30,:

	2005								2004
	Average					Average			Average					Average
dollars in thousands )	Balance		Interest			Rate			Balance		Interest			Rate
Interest Earning Assets:
Loans Held-for-Investment (2)	$	32,631,577	$	473,934			5.83	%	$	13,934,465	$	213,416			6.16	%
Loans Held-for-Sale (2)		5,754,088		73,065			5.09			—		—			—
Securities (1)		14,556,278		173,698			4.79			8,625,227		96,907			4.52
Money Market Investments		87,406		684			3.14			219,728		481			0.88
Total Interest Earning Assets	$	53,029,349	$	721,381			5.46	%		22,779,420	$	310,804			5.49	%
Non-Interest Earning Assets:
Cash and Due from Banks	$	1,015,667								715,814
Other Assets (1)		7,435,447								1,121,796
Total Assets	$	61,480,463							$	24,617,030
Interest Bearing Liabilities:
Savings, NOW & Money Market Deposits	$	21,794,356	$	82,455			1.52	%	$	10,067,881	$	19,108			.76	%
Time Deposits		7,876,539		40,391			2.06			3,323,884		12,311			1.49
Total Savings and Time Deposits		29,670,895		122,846			1.66			13,391,765		31,419			.94
Federal Funds Purchased & Collateralized Borrowings		13,095,195		105,238			3.22			3,182,388		31,308			3.96
Other Borrowings (4)		1,484,336		19,287			5.21			762,358		6,552			3.46
Total Borrowings		14,579,531		124,525			3.43			3,944,746		37,860			3.86
Total Interest Bearing Liabilities	$	44,250,426	$	247,371			2.24		$	17,336,511	$	69,279			1.61
Interest Rate Spread							3.22	%							3.88	%
Non-Interest Bearing Liabilities:
Demand Deposits	$	7,290,545							$	4,825,135
Other Liabilities		768,821								542,624
Total Liabilities		52,309,792								22,704,270
Stockholders’ Equity		9,170,671								1,912,760
Total Liabilities and Stockholders’ Equity	$	61,480,463							$	24,617,030
Net Interest Income and Net Interest Margin (3)			$	474,010			3.59	%			$	241,525			4.26	%
Less: Tax Equivalent Adjustment				(11,937	)							(7,430	)
Net Interest Income			$	462,073							$	234,095

(1)	Unrealized gains/(losses) on available-for-sale securities are recorded in other assets.
(2)	For purposes of these computations, non-accrual loans are included in average loans. Average loans held-for-sale and related interest income during 2004, was not meaningful.
(3)	Interest income on a tax equivalent basis includes the additional amount of income that would have been earned if investments in tax exempt money market investments and securities, state and municipal obligations, non-taxable loans, public equity and debt securities, and U.S. Treasuries had been made in securities and loans subject to Federal, State, and Local income taxes yielding the same after-tax income. The tax equivalent amount for $1.00 of those aforementioned categories was $1.78, $1.72, $1.57, $1.18, and $1.05 for the three months ended June 30, 2005; and $1.77, $1.67, $1.55, $1.17, and $1.10 for the three months ended June 30, 2004.
(4)	For purposes of these computations, the fair value adjustments from hedging activities are included in the average balance of the related hedged item and the impact of the hedge is included as an adjustment to interest expense.

29

     The following table presents an analysis of net interest income (on a tax equivalent basis) by each major category of interest-earning assets and interest-bearing liabilities for the six months ended June 30,:

	2005								2004
	Average					Average			Average					Average
(dollars in thousands )	Balance		Interest			Rate			Balance		Interest			Rate
Interest Earning Assets:
Loans Held-for-Investment (2)	$	31,961,915	$	927,498			5.85	%	$	13,204,601	$	408,030			6.21	%
Loans Held-for-Sale (2)		5,374,595		139,913			5.25			—		—			—
Securities (1)		14,873,921		354,383			4.80			7,913,102		175,870			4.47
Money Market Investments		87,198		1,431			3.31			150,614		722			0.96
Total Interest Earning Assets	$	52,297,629	$	1,423,225			5.49	%		21,268,317	$	584,622			5.53	%
Non-Interest Earning Assets:
Cash and Due from Banks	$	1,035,913								624,608
Other Assets (1)		7,513,649								936,263
Total Assets	$	60,847,191							$	22,829,188
Interest Bearing Liabilities:
Savings, NOW & Money Market Deposits	$	21,488,577	$	152,051			1.43	%	$	9,291,543	$	34,119			.74	%
Time Deposits		7,718,745		73,857			1.93			3,059,124		23,047			1.52
Total Savings and Time Deposits		29,207,322		225,908			1.56			12,350,667		57,166			.93
Federal Funds Purchased & Collateralized Borrowings		13,232,552		204,245			3.11			3,103,921		59,911			3.88
Other Borrowings (4)		1,495,100		37,111			5.01			753,028		13,036			3.48
Total Borrowings		14,727,652		241,356			3.30			3,856,949		72,947			3.80
Total Interest Bearing Liabilities	$	43,934,974	$	467,264			2.14		$	16,207,616	$	130,113			1.61
Interest Rate Spread							3.35	%							3.92	%
Non-Interest Bearing Liabilities:
Demand Deposits	$	7,073,060							$	4,451,326
Other Liabilities		744,719								438,293
Total Liabilities		51,752,753								21,097,235
Stockholders’ Equity		9,094,438								1,731,953
Total Liabilities and Stockholders’ Equity	$	60,847,191							$	22,829,188
Net Interest Income and Net Interest Margin (3)			$	955,961			3.69	%			$	454,509			4.30	%
Less: Tax Equivalent Adjustment				(22,569	)							(13,585	)
Net Interest Income			$	933,392							$	440,924

(1)	Unrealized gains/(losses) on available-for-sale securities are recorded in other assets.
(2)	For purposes of these computations, non-accrual loans are included in average loans. Average loans held-for-sale and related interest income during 2004, was not meaningful.
(3)	Interest income on a tax equivalent basis includes the additional amount of income that would have been earned if investments in tax exempt money market investments and securities, state and municipal obligations, non-taxable loans, public equity and debt securities, and U.S. Treasuries had been made in securities and loans subject to Federal, State, and Local income taxes yielding the same after-tax income. The tax equivalent amount for $1.00 of those aforementioned categories was $1.78, $1.72, $1.57, $1.22, and $1.04 for the six months ended June 30, 2005; and $1.77, $1.67, $1.55, $1.17, and $1.13 for the six months ended June 30, 2004.
(4)	For purposes of these computations, the fair value adjustments from hedging activities are included in the average balance of the related hedged item and the impact of the hedge is included as an adjustment to interest expense.

30

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

	Three Months Ended June 30,								Six Months Ended June 30,
	2005 vs. 2004								2005 vs. 2004
	Change in								Change in
	Average			Average			Net Interest		Average			Average			Net Interest
(in thousands)	Volume			Rate			Income		Volume			Rate			Income
Interest Income from Earning Assets:
Loans-Held-for-Investment	$	272,721		($	12,203	)	$	260,518	$	544,558		($	25,090	)	$	519,468
Loans Held-for-Sale		73,065			—			73,065		139,913			—			139,913
Securities		71,086			5,705			76,791		167,367			11,146			178,513
Money Market Investments		(431	)		634			203		(412	)		1,121			709
Total Interest Income	$	416,441		($	5,864	)	$	410,577	$	851,426		($	12,823	)	$	838,603
Interest Expense on Liabilities:
Savings, NOW & Money Market Deposits	$	34,274		$	29,073		$	63,347	$	68,956		$	48,976		$	117,932
Time Deposits		21,401			6,679			28,080		40,597			10,213			50,810
Federal Funds Purchased and Collateralized Borrowings		80,649			(6,719	)		73,930		157,749			(13,415	)		144,334
Other Borrowings		7,104			5,631			12,735		14,098			9,977			24,075
Total Interest Expense		143,428			34,664			178,092		281,400			55,751			337,151
Net Change in Net Interest Income	$	273,013		($	40,528	)	$	232,485	$	570,026		($	68,574	)	$	501,452

     During the second quarter of 2005, net interest income improved $228.0 million to $462.1 million when compared to $234.1 million in the same period of 2004, while the net interest margin declined 67 basis points from 4.26% to 3.59%. During the six months ended June 30, 2005, net interest income increased $492.5 million from the prior year period, while the net interest margin declined 61 basis points from 4.30% to 3.69%. The improvement in net interest income during 2005 was primarily a result of the GreenPoint and TCNJ acquisitions, loan growth funded with core deposits (especially demand deposits) and to a lesser extent higher securities yields. The net interest margin decline was caused by the acquisitions of both GreenPoint and TCNJ, as both companies had historically operated with net interest margins significantly lower than our pre-acquisition net interest margin. Also our funding costs (both deposits and borrowings) were negatively impacted by higher short-term interest rates, while the flattening yield curve has continued to put pressure on interest earning asset yields. Deposit funding costs continue to be impacted by the competitive banking environment that exists in the Tri-State Area.

     Considering the prevailing interest rate environment, we repositioned our balance sheet, reducing short-term borrowings by $1.5 billion using the proceeds received from the sale of $1.4 billion in securities and $1.0 billion in residential loans held-for-investment. The combined yield on the securities and loans sold was 4.83%. All of the asset sales occurred in late June and had no effect on average interest earning assets for the quarter.

     Interest income during the second quarter of 2005 increased $406.1 million to $709.4 million compared to $303.4 million in the same period of 2004. During this same period, the yield on average interest earning assets declined 3 basis points from 5.49% to 5.46%.

     Average loans held-for-sale of $5.8 billion, yielding 5.09% in the second quarter of 2005, are attributable to GreenPoint Mortgage. At June 30, 2005, $6.4 billion was outstanding which were principally funded with short-term borrowings. The yield and level of these earning assets will fluctuate with changes in origination volume, loan composition and market interest rates.

     Loans held-for-investment averaged $32.6 billion for the second quarter of 2005, representing an increase of $18.7 billion from the same period in 2004, as yields declined 33 basis points to 5.83%. During the six months ended June 30, 2005, loans averaged $32.0 billion or an increase of $18.8 billion from 2004 while yields declined 36 basis points to 5.85%. A significant portion of this increase was due to the acquisitions of GreenPoint and TCNJ. The majority of this growth consisted of residential mortgage loans which typically carry lower yields than commercial loans due to the lower inherent risk. Since December 31, 2004, loan growth was approximately $2.0 billion (net of the previous mentioned sale of $1.0 billion) and was experienced in all categories, except consumer loans (see the Financial Condition — Loans section of this discussion and analysis for additional information).

31

     Securities averaged $14.6 billion for the second quarter of 2005, representing a $5.9 billion increase from the prior period, as yields increased 27 basis points to 4.79%. During the six months ended June 30, 2005, securities averaged $14.9 billion, an increase of $7.0 billion from 2004 and yields increased 33 basis points to 4.80%. The increase in securities resulted from the 2004 acquisitions. Yields improved due to a decrease in prepayment activity, lower premium amortization and to a lesser extent, the purchase of securities at higher market interest rates. Net premium amortization affected security yields by 15 basis points during the second quarter of 2005 compared to 31 basis points in the same period in 2004.

     Average interest bearing liabilities rose $26.9 billion to $44.3 billion while funding costs increased 63 basis points to 2.24% during the second quarter of 2005. During the six months ended June 30, 2005, average interest bearing liabilities increased $27.7 billion to $43.9 billion, while funding costs increased 53 basis points to 2.14%. The increase in interest bearing liabilities resulted from the 2004 acquisitions and significant growth in core deposits (Demand, Savings, NOW and Money Market). The increase in funding costs was attributable to higher costing retail deposits acquired from GreenPoint and an increase in market interest rates during the period.

     Average demand deposits grew $2.5 billion to $7.3 billion in the second quarter of 2005. During the six months ended June 30, 2005, average demand deposits increased $2.6 billion from the prior year period to $7.1 billion. Total demand deposits contributed 45 basis points to the net interest margin during 2005. At quarter end, demand deposits represented 20% of total deposits. Average Savings, NOW and Money Market deposits increased $11.7 billion to $21.8 billion, while the corresponding cost of funds increased 76 basis points to 1.52%. The increase in funding costs was attributable to higher costing retail deposits acquired from GreenPoint and an increase in market interest rates during the period. The continued growth in core deposits is due in large measure to our focused effort on expanding our branch network, developing long-term deposit relationships with borrowers as demonstrated by our growth in the commercial loans and commercial mortgages, the use of incentive compensation plans, the introduction of new cash management products and services. Core deposits have traditionally provided us with a low cost funding source, benefiting our net interest margin and income. These core deposits favorably enhance the value of our franchise and have historically been less sensitive to rising interest rates. Average time deposits increased $4.6 billion while the cost of funds rose 57 basis points from the prior year. These increases were due to the acquisitions and the impact of higher interest rates.

     Average borrowings increased $10.6 billion in the second quarter of 2005 while the cost of funds decreased 43 basis points from the prior period. During the six months ended June 30, 2005, average total borrowings increased $10.9 billion from the prior year period to $14.7 billion, while overall costs decreased 50 basis points to 3.30%. However, excluding the effects of the acquisitions, average borrowings declined approximately $1.2 billion. This net decline in borrowings since our acquisitions is a direct result of our continued focused strategy of growing core deposits as well as reducing short-term borrowings. However, short-term borrowings are utilized to fund loans held-for-sale and will fluctuate with the level of these earning assets.

     Certain collateralized borrowings have their costs fixed through the use of interest rate swaps, increasing interest expense by approximately $.7 million and $2.4 million in the second quarters of 2005 and 2004, respectively. Certain other borrowings were converted from fixed to floating indexed to three-month LIBOR utilizing interest rate swaps. These swaps decreased interest expense by approximately $2.9 million and $6.1 million, respectively, during the second quarters of 2005 and 2004. For the six months ended June 30, 2005 and 2004, these swaps decreased interest expense by $7.2 million and $12.0 million, respectively. (See Item 1, Notes to the Consolidated Financial Statements, Note 9 — “Derivative Financial Instruments” for additional information).

     Our net interest income and margin will remain under pressure in the near term due to the flat yield curve and competitive environment in which we operate. Our decision to sell, both loans and securities and reduce short-term borrowings in the quarter was based upon the current interest rate environment.

Provision and Allowance for Loan Losses

     The provision for loan losses totaled $9.0 million for the second quarter of 2005, an increase of $2.5 million when compared to the same period of 2004. As of June 30, 2005, the ratio of the allowance for loan losses to non-performing loans held-for-investment was 270% and the allowance for loans losses to total loans held-for-investment was 67 basis points. Net charge-offs, as an annualized percentage of average loans held-for-investment, was 8 basis points in the 2005 second quarter. The increases in both the provision and the allowance for loan losses are consistent with the overall growth in the loan portfolio and our provisioning policy. (See “Notes to the Consolidated Financial Statements Note 1 — Business and Summary of Significant Accounting Policies — Critical Accounting Policies” for additional information).

32

     The following table presents the impact of allocating the allowance for loan losses on loans held-for-investment as of June 30, 2005, into our two primary portfolio segments.

				Residential &			Commercial &
(Dollars in thousands)	Total			Multi-Family			All Other Loans
Loans Held-for-Investment	$	32,442,266		$	20,662,249		$	11,780,017
Allowance for Loan Losses	$	217,872		$	74,304		$	143,568
Non-Performing Loans Held-for-Investment	$	80,687		$	64,023		$	16,664
Allowance for Loan Losses to Loans-Held-for Investment		0.67	%		0.36	%		1.22	%
Allowance for Loan Losses to Non-Performing Loans Held-for-Investment		270	%		116	%		862	%

     The allowance for loan losses as a percentage of total loans held-for-investment was impacted by the level of comparatively low risk residential loans acquired from GreenPoint. As a result, residential and multi-family loans increased to 64% of our total portfolio at June 30, 2005 as compared to 46% at June 30, 2004. Historically, losses incurred on both residential and multi-family loans have represented only a small percentage of our net charge-offs.

Non-Interest Income

     Non-interest income increased $133.9 million or 381% to $169.1 million in the second quarter of 2005 compared to $35.2 million in 2004. A significant portion of the growth achieved in each component of non-interest income resulted from the 2004 acquisitions. Gains on sale of loans held-for-sale totaled $120.6 million, the result of selling $9.1 billion in loans at a margin of 1.31% in the second quarter of 2005. Mortgage servicing fees increased $3.0 million to $4.0 million due to the acquisitions. During the most recent quarter, we recognized a temporary impairment charge of $35.0 million on mortgage servicing rights resulting from increased prepayment assumptions caused by a decline in the ten year treasury. The benchmark 10-year treasury yield was 3.94% at June 30, 2005 compared to 4.50% at March 31, 2005. We expect to recover a majority of this temporary impairment as interest rates increase and prepayment speeds slow in future quarters. Customer related fees and service charges improved modestly due to continued growth in core deposits, expansion of both our retail and commercial client base and a broadened use of our fee based services. The rate of growth has been tempered by the impact higher interest rates have had on compensating balance requirements. Investment management, commissions and trust fees benefited from the acquisitions due to the larger customer base and demand for alternative investment products. Gains on sales of securities and loans held-for-investment were $10.9 million and $4.3 million, respectively, for the second quarter of 2005 as compared to a loss of $0.5 million on the sale of securities for the second quarter of 2004. There were no sales of loans held-for investment in 2004. The gains recognized on the sale of securities were derived principally from mortgage-backed securities and certain debt and equity securities. The gains on loans held for-investment resulted from the sale of $1.0 billion in residential 1-4 family mortgages. Both sales were the result of our balance sheet repositioning strategy. (See financial overview section for additional information).

Non-Interest Expense

     Non-interest expense was $249.8 million during the second quarter of 2005 representing an increase of $151.4 million when compared to 2004. A significant portion of the increase of non-interest expense resulted from the 2004 acquisitions. Several additional factors also contributed to the increase in each non-interest expense category. Employee compensation and benefits was impacted by the hiring of several senior lenders and support staff to pursue new business initiatives, opening of nine new branches, annual merit increases, increased health insurance costs and growth in incentive based compensation linked to deposit and fee income generation. Additional increases in occupancy and equipment costs were recognized due to the opening of new branches, upgrades made to new and existing facilities, investment in new technology and the implementation of new business initiatives and support systems. We have made, and will continue to make, significant investments in technology and delivery channels to provide our clients with a wide array of easy to use and competitively priced products and services. The increase in amortization of identifiable intangibles was due to the core deposit intangibles recorded with the TCNJ and GreenPoint acquisitions.

     The efficiency ratio, which represents a non-GAAP measure, is used by the financial services industry to measure an organization’s operating efficiency. The ratio, which is calculated by dividing non-interest expense excluding amortization of identifiable intangible assets and other real estate expense by net interest income (on a tax equivalent basis) and non-interest income, excluding securities and loans held-for-investment gains and the temporary impairment charge on mortgage servicing rights, was 36.43% for the second quarter of 2005, as compared to 35.56% in 2004.

Income Taxes

     Our effective tax rate for both the three and six months ended June 30, 2005 was 35%, as compared to 33.7% for the three and six months ended June 30, 2004. Management anticipates that the effective tax rate for the full year of 2005 will be approximately 35%.

33

Mortgage Banking

The following table sets forth financial highlight information on the mortgage banking segment for the periods indicated:

	For the			For the
	Three Months			Six Months
	Ended			Ended June 30,
	June 30, 2005			2005
Net Interest Income	$	29,799		$	62,871
Non-Interest Income:
Gain on Sale of Loans (1)		134,411			254,377
Mortgage Servicing Fees (1)		14,053			26,692
Temporary Impairment Charge — Mortgage Servicing Rights		(34,971	)		(34,971	)
Other Operating Income		3,004			4,840
Total Non-Interest Income		116,497			250,938
Non-Interest Expense:
Employee Compensation & Benefits		51,132			95,589
Occupancy & Equipment Expense, net		9,575			19,210
Other Operating Expense		17,738			36,542
Total Non-Interest Expense		78,445			151,341
Income Before Income Taxes		67,851			162,468
Provision for Income Taxes		28,497			68,236
Net Income	$	39,354		$	94,232
Total Assets	$	6,865,780		$	6,865,780

(1) Includes $13.8 million and $28.4 million of inter-company gains on sale of loans and $10.0 million and $17.1 million of inter-company mortgage servicing fees for the three and six months ended 2005, respectively.

     For the three and six months ended June 30, 2005, the mortgage banking segment had net income of $39.4 million and $94.2 million, respectively. Net interest income for this segment was $29.8 million and $62.9 million for the three and six months ended June 30, 2005, respectively. Net interest income was the result of $5.8 billion and $5.4 billion in average loans held-for-sale outstanding, yielding 5.09% and 5.25% for the three and six months ended June 30, 2005, respectively. The gain on sale of loans totaling $134.4 million and $254.4 million including $13.8 million and $28.4 million in inter-company loan sales. During the three and six months ended June 30, 2005, mortgage servicing fees, exclusive of the temporary impairment charge were $14.1 million and $26.7 million including $10.0 million and $17.1 million in inter-company mortgage servicing fees, respectively.

     During the most recent quarter, we recognized a $35.0 million temporary impairment charge due primarily to changes in estimated prepayment assumptions driven, in large measure, by the decline in the 10 year treasury yield from 4.50% to 3.94%.

     During the quarter ended June 30, 2005, we also experienced record origination volume of $12.4 billion and sold $9.1 billion with an average gain on sale margin of 131 basis points.

     The composition of total loan originations was: 43% Specialty, 39% Jumbo A, 13% Home Equity and 5% Agency. Option arms, both Alt-A and Jumbo accounted for 29% of second quarter originations compared to 15% in the first quarter of 2005. All option arm originations are sold into the secondary market, servicing released. New purchases represented 48% of production in both the first and second quarters of 2005. The weighted average FICO score for originations in the quarter was 717. We do not originate sub-prime loans, nor will we sacrifice quality to drive origination volume and gain on sales.

Gain on Sale of Loans

     We sell either whole loans or from time to time, may securitize loans, which involves the private placement or public offering of pass-through asset backed securities. This approach allows us to capitalize on favorable conditions in either the securitization or whole loan sale market. During 2005, we have executed only whole loan sales. These sales are completed with no direct credit enhancements, but do include certain standard representations and warranties, which permit the purchaser to return the loan if certain deficiencies exist in the loan documentation or in the event of early payment default. Gain on sale and gain on sale margins are affected by changes in the valuation of mortgage loans held-for-sale and interest rate lock commitments, the impact of the valuation of derivatives utilized to manage the exposure to interest rate risk associated with mortgage loan commitments and mortgage loans held-for-sale, and the impact of adjustments related to liabilities established for representations and warranties made in conjunction with the loan sale. Gain on sale and gain on sale margins are also impacted by pricing pressures caused by competition within the mortgage origination business.

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     The following table summarizes loans originated, sold, average margins and gains for the periods indicated:

	For the three months ended June 30, 2005
					Margin on
	Mortgage Loans		Mortgage Loans		Whole Loan			Gain on Sale
(dollars in thousand)	Originated		Sold		Sales			of Loans (1)
Loan Type:
Specialty Products	$	5,302,469	$	4,394,898		1.35	%	$	59,455
Jumbo		4,840,739		2,643,372		1.05	%		27,773
Home Equity/Seconds		1,566,306		1,466,771		2.02	%		30,139
Agency		712,748		596,805		0.32	%		1,882
Total	$	12,422,262	$	9,101,846		1.31	%	$	119,249

	For the six months ended June 30, 2005
					Margin on
	Mortgage Loans		Mortgage Loans		Whole Loan			Gain on Sale
(dollars in thousand)	Originated		Sold		Sales			of Loans (1)
Loan Type:
Specialty Products	$	9,533,580	$	8,728,682		1.40	%	$	122,205
Jumbo		8,635,930		4,611,460		1.02	%		46,956
Home Equity/Seconds		3,055,054		3,047,268		1.74	%		52,997
Agency		1,230,615		1,067,715		0.30	%		3,250
Total	$	22,455,179	$	17,455,125		1.29	%	$	225,408

(1) The gain on sale of whole loans for the three and six months ended June 30, 2005, differs from the amounts reported under accounting principles generally accepted in the United States of America on the accompanying Consolidated Income Statement due to a fair value adjustment of $(1.3) million and $(.5) million, respectively on loans held-for-sale at October 1, 2004 which were sold during 2005.

Financial Condition

Loans Held-for-Investment

The composition of loans held-for-investment are summarized as follows:

	June 30,		% of			December 31,		% of			June 30,		% of
(dollars in thousands)	2005		Total			2004		Total			2004		Total
Commercial Mortgages	$	5,725,316		18	%	$	5,369,656		18	%	$	3,536,517		23	%
Commercial & Industrial		3,879,830		12			3,046,820		10			2,529,253		16
Total Commercial		9,605,146		30	%		8,416,476		28	%		6,065,770		39	%
Residential Mortgages		16,176,829		49			15,668,938		51			3,327,047		22
Multi-Family Mortgages		4,485,420		14			4,254,405		14			3,824,615		25
Consumer		1,521,869		5			1,604,863		5			1,751,240		11
Construction & Land		653,002		2			480,162		2			453,922		3
Total	$	32,442,266		100	%	$	30,424,844		100	%	$	15,422,594		100	%

     Loans held-for-investment increased $17.0 billion to $32.4 billion for the quarter ended June 30, 2005, compared to $15.4 billion at June 30, 2004. A significant portion of this growth was due to the 2004 acquisitions. Loans held-for-investment have increased $2.0 billion when compared to $30.4 billion at December 31, 2004. The increase during the year is consistent with our overall strategy to fund loan growth with deposits.

     We continue to demonstrate our ability to originate quality loans, especially commercial loans. During the first six-months of 2005, annualized loan growth was 13.3%, (or 19.8% excluding the sale of $1.0 billion in residential loans in June 2005). Growth was achieved in all categories, with the exception of consumer loans. Commercial and commercial mortgage loan growth of $1.2 billion or 14%, resulted from our expanded presence in the New York City market, small business lending initiatives, robust lease financing activity and the hiring of several lenders and support staff during the second half of 2004. This initiative was undertaken by management to expand our commercial loan and deposit gathering capabilities in New Jersey, strengthen our middle market commercial lending division on

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Long Island and enter the asset based lending and structured finance business through our subsidiary (North Fork Business Capital Corp).

     Residential mortgage loans grew $507.8 million or 3.2% during the first six-months of 2005. As previously mentioned $1.0 billion of residential mortgage loans held-for-investment were sold during June 2005 at a net gain of $4.3 million. We will deemphasize the residential mortgage loans in our portfolio and steadily change our loan mix favoring commercial loans. The quality of our residential mortgage portfolio remains excellent. The weighted average FICO score at June 30, 2005 was 728. Approximately 77% of the portfolio is comprised of Jumbo Agency conforming mortgages and 93% of the total portfolio is owner occupied. Interest only loans constitute 38% of the portfolio, while the average loan amount was $269 thousand. We do not portfolio any option arms or home equity loans. Future decisions to retain loans originated by GreenPoint Mortgage will be impacted by mortgage origination volumes, growth in other loan categories and deposit growth.

     Consumer loans, which are mostly comprised of auto loans, have continued to be negatively impacted by automobile manufacturers’ aggressive incentives and financing programs.

     Multi-family loan growth of $.2 billion or 5% was achieved during the first six-months of 2005, despite our decision not to compete with the more liberal underwriting terms and rate structures offered by certain competitors.

     Multi-family and commercial mortgage loans are primarily secured by real estate in the Tri-state area and are diversified in terms of risk and repayment sources. The underlying collateral includes multi-family apartment buildings and owner occupied/non-owner occupied commercial properties. The risks inherent in these portfolios are dependent on both regional and general economic stability, which affect property values, and our borrowers’ financial well being and creditworthiness.

     The risk inherent in the mortgage portfolio is managed by prudent underwriting standards and diversification in loan collateral type and location. Multi-family mortgages, collateralized by various types of apartment complexes located in the Tri-State area, are largely dependent on sufficient rental income to cover operating expenses. They may be affected by rent control or rent stabilization regulations, which could impact future cash flows of the property. Most multi-family mortgages do not fully amortize; therefore, the principal outstanding is not significantly reduced prior to contractual maturity. Residential mortgages represent first liens on owner occupied 1-4 family residences located throughout the United States, with a concentration in the Tri-State area and California. Commercial mortgages are secured by professional office buildings, retail stores, shopping centers and industrial developments.

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

     Commercial loans are made to small and medium sized businesses and include loans collateralized by security interests in lease finance receivables. The commercial mortgage and commercial loan portfolios contain no foreign loans to developing countries (“LDC”). Consumer loans consist primarily of new and used automobile loans originated through a network of automobile dealers. The credit risk in auto lending is dependent on the borrower’s creditworthiness and collateral values. The average consumer loan is generally between $15 — $25 thousand and has a contractual life of approximately 60 months. The consumer loan portfolio does not contain higher risk credit card or sub prime loans. Land loans are used to finance the acquisition of vacant land for future residential and commercial development. Construction loans finance the building and rehabilitation of residential and multi-family projects, and to a lesser extent, commercial developments. The construction and land development portfolios do not contain any high-risk equity participation loans (“AD&C” loans).

     We are selective in originating loans, emphasizing conservative lending practices and fostering customer deposit relationships. Our success in attracting new customers while leveraging our existing customer base, coupled with over-consolidation within our market area and the current interest rate environment have contributed to sustained loan demand.

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

Securities

     Securities decreased $2.5 billion or 16% to $13.0 billion from December 31, 2004. During the current year, we continued to invest liquidity generated from our deposit growth into our loan portfolio. In addition, during the second quarter we implemented a balance sheet repositioning program, whereby we sold approximately $1.4 billion in securities and utilized the proceeds to reduce our short-

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term borrowings. The repositioning program will mitigate current and future margin compression if short-term interest rates continue to rise during the remainder of the year. (See financial overview section for additional information)

     Mortgage Backed Securities represented 81% of total securities at June 30, 2005, and included pass-through certificates guaranteed by GNMA, FHLMC or FNMA and collateralized mortgage-backed obligations (“CMOs”) backed by government agency pass-through certificates or whole loans. The pass- through certificates included both fixed and adjustable rate instruments. CMOs, by virtue of the underlying collateral or structure, are AAA rated and are either fixed rate current pay sequentials and PAC structures or adjustable rate issues. (See Item 1, Notes to the Consolidated Financial Statements Note 2, “Securities” for additional information). The adjustable rate pass-throughs and CMOs are principally Hybrid Arms. Hybrid Arms typically have a fixed initial rate of interest from 3 through 7 years and at the end of that term convert to a one year adjustable rate of interest indexed to short term benchmarks (i.e. LIBOR or 1 year Treasuries). Hybrid Arms included in Pass-throughs and CMO’s as of June 30, 2005 aggregated $3.2 billion.

     Our goal is to maintain a securities portfolio with a short weighted average life and duration. This is accomplished using instruments with short final maturities, predictable cash flows and adjustable interest rates. These attributes allow us to proactively manage as market conditions change so that cash flows may either be reinvested in securities at current market interest rates, used to fund loan growth or pay off short-term borrowings. These characteristics have contributed to the 3.3 year weighted average life and 2.2 duration of the MBS portfolio as of June 30, 2005.

     The yield and fair value of securities, specifically the MBS portfolio, are impacted by changes in market interest rates and related prepayment activity. Given the portfolio’s composition, related prepayment activity would moderately decrease in a rising interest rate environment, extending the portfolio’s weighted average life. Conversely, the opposite would occur in a declining interest rate environment. The resultant impact of these changes would be to either extend or shorten the period over which net premiums would be amortized thereby affecting income and yields. The impact of any changes would be minimal as net premiums totaled $40.8 million or approximately 39 basis points of outstanding MBS balances at June 30, 2005.

     Municipal securities represent a combination of short-term debentures issued by local municipalities (purchased as part of a strategy to expand relationships with these governmental entities) and highly rated obligations of New York State and related authorities. Equity securities held in the available-for-sale portfolio include $332.3 million of FNMA and FHLMC (“GSE”) Preferred stock, $291.8 million of Federal Home Loan Bank common stock, and common and preferred stocks of certain publicly traded companies. Other securities held in the available-for-sale portfolio include capital securities (trust preferred securities) of certain financial institutions and corporate bonds.

     When purchasing securities, the overall interest-rate risk profile is considered, as well as the adequacy of expected returns relative to risks assumed, including prepayments. In managing the securities portfolio, available-for-sale securities may be sold as a result of changes in interest rates and spreads, actual or anticipated prepayments, credit risk associated with a particular security, and/or following the completion of a business combination.

Deposits

The composition of deposits are summarized as follows:

	June 30,		December 31,		June 30,
(in thousands)	2005		2004		2004
Deposits:
Demand	$	7,586,939	$	6,738,302	$	5,259,052
NOW & Money Market		15,848,473		14,265,395		6,321,943
Savings		5,811,417		6,333,599		4,494,251
Time		5,152,330		4,932,302		2,300,540
Certificates of Deposit, $100,000 & Over		3,067,187		2,542,830		1,460,671
Total Deposits	$	37,466,346	$	34,812,428	$	19,836,457

     Total deposits increased $2.7 billion or 8% to $37.5 billion from December 31, 2004. Factors contributing to core deposit activity include: (i) the continued expansion of our retail branch network, (ii) the ongoing branch upgrade program providing for greater marketplace identity, (iii) expanded branch hours providing additional accessibility and convenience, (iv) commercial loan growth (v) the introduction of new cash management products and services and (vi) incentive based compensation linked to deposit growth. This growth was achieved despite a decline of approximately $1.4 billion in consumer deposits, at the former Greenpoint branches. Our major competitors are paying high interest rates and offering free services to attract consumers. We have chosen to remain disciplined in pricing deposits and continue to concentrate on developing new and expanded commercial business. We do not anticipate any imminent strategic change from our competitors.

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Asset/Liability Management

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

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

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

     The Board has established certain policy limits for the potential volatility of net interest income as projected by the simulation model. Volatility is measured from a base case where rates are assumed to be flat and is expressed as the percentage change, from the base case, in net interest income over a twelve-month period. As of June 30, 2005, we were operating within policy limits.

     The simulation model is kept static with respect to the composition of the balance sheet and, therefore does not reflect our ability to proactively manage in changing market conditions. We may choose to extend or shorten the maturities of our funding sources. We may also choose to redirect cash flows into assets with shorter or longer durations or repay borrowings. As part of our overall interest rate risk management strategy, we periodically use derivative instruments to minimize significant unplanned fluctuations in earnings and cash flows caused by interest rate volatility. This interest rate risk management strategy can involve modifying the repricing characteristics of certain assets and liabilities utilizing interest rate swaps, caps and floors.

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

• The balance sheet composition remains static.

• Parallel yield curve shifts for market rates (i.e. treasuries, LIBOR, swaps, etc.) with an assumed floor of 50 basis points.

• Maintaining our current asset or liability spreads to market interest rates.

• The model considers the magnitude and timing of the repricing of financial instruments, loans and deposit products, including the effect of changing interest rates on expected prepayments and maturities.

• NOW deposit rates experience a 15% impact of market rate movements immediately and have a floor of 10 basis points.

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     The following table reflects the estimated change in projected net interest income for the next twelve months assuming a gradual increase or decrease in interest rates over a twelve-month period.

	Changes in Net Interest Income
(dollars in thousands)	$ Change			% Change
Change in Interest Rates
+ 200 Basis Points	$	(26,855	)		(1.5	)%
+ 100 Basis Points		(10,113	)		(0.6	)
- 100 Basis Points		29,521			1.7
Policy Limit		—			(10.0	)

     Our philosophy toward interest rate risk management is to limit the variability of net interest income in future periods under various interest rate scenarios. Another measure we monitor is based on market risk. Market risk is the risk of loss from adverse changes in market prices primarily driven by changes in interest rates. We calculate the value of assets and liabilities using net present value analysis with upward and downward shocks of 200 basis points to market interest rates. The net changes in the calculated values of the assets and liabilities are tax affected and reflected as an impact to the market value of equity.

     The following table reflects the estimated change in the market value of equity at June 30, 2005, assuming an immediate increase or decrease in interest rates.

	Market Value of Equity
(dollars in thousands)	$ Change			% Change
Change in Interest Rates
+ 200 Basis Points	$	(400,384	)		(3.4	)%
- 200 Basis Points	$	(409,409	)		(3.4	)
Policy Limit		—			(25.0	)

Liquidity Risk Management

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

     The Holding Company’s primary funding source is dividends from North Fork Bank. There are various federal and state banking laws and guidelines limiting the extent to which a bank subsidiary can finance or otherwise supply funds to its holding company. At June 30, 2005, dividends from North Fork Bank were limited under such guidelines to $1.4 billion. From a regulatory standpoint, North Fork Bank, with its current balance sheet structure, had the ability to dividend approximately $1.1 billion, while still meeting the criteria for designation as a well-capitalized institution under existing regulatory capital guidelines. Additional sources of liquidity include borrowings, the sale of available-for-sale securities, and funds available through the capital markets.

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

     Our banking subsidiaries have the ability to borrow an additional $14.6 billion on a secured basis, utilizing mortgage related loans and securities as collateral. At June 30, 2005, $5.8 billion in advances and repurchase agreements were outstanding with the FHLB.

     Arrangements with correspondent banks are maintained to provide short-term credit for regulatory liquidity requirements. These available lines of credit aggregated $1.4 billion at June 30, 2005. We continually monitor our liquidity position as well as the liquidity positions of our bank subsidiaries and believe that sufficient liquidity exists to meet all of our operating requirements.

Capital

     We are subject to the risk based capital guidelines administered by bank regulatory agencies. The guidelines are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance sheet exposure and to minimize disincentives for holding liquid assets. Under these guidelines, assets and certain off-

39

balance sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk weighted assets and certain off-balance sheet items. The guidelines require all banks and bank holding companies to maintain a minimum ratio of total risk based capital to total risk weighted assets (“Total Risk Adjusted Capital”) of 8%, including Tier 1 capital to total risk weighted assets (“Tier 1 Capital”) of 4% and a Tier 1 capital to average total assets (“Leverage Ratio”) of at least 4%. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators, that, if undertaken, could have a direct material effect on us.

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

     As of June 30, 2005, the most recent notification from the various regulators categorized the Company and our subsidiary banks as well capitalized under the regulatory framework for prompt corrective action. Under the capital adequacy guidelines, a well capitalized institution must maintain a total risk adjusted capital ratio of at least 10%, a Tier 1 capital ratio of at least 6%, a leverage ratio of at least 5%, and not be subject to any written order, agreement or directive. Since such notification, there are no conditions or events that management believes would change this classification.

The following table sets forth our risk-based capital amounts and ratios as of:

	June 30, 2005					June 30, 2004
(dollars in thousands)	Amount		Ratio			Amount		Ratio
Tier 1 Capital	$	3,635,796		10.50	%	$	1,561,021		9.86	%
Regulatory Requirement		1,385,310		4.00	%		633,005		4.00	%
Excess	$	2,250,486		6.50	%	$	928,016		5.86	%
Total Risk Adjusted Capital	$	4,506,469		13.01	%	$	2,199,075		13.90	%
Regulatory Requirement		2,770,620		8.00	%		1,266,009		8.00	%
Excess	$	1,735,849		5.01	%	$	933,066		5.90	%
Risk Weighted Assets	$	34,632,749				$	15,825,114

The Company’s leverage ratio at June 30, 2005 and 2004 was 6.56% and 6.63%, respectively.

The following table sets forth the capital ratios for our banking subsidiaries at June 30, 2005:

Capital Ratios:	North Fork			Superior
Tier 1 Capital		11.94	%		21.00	%
Total Risk Adjusted		13.02			21.68
Leverage Ratio		7.47			7.63

     Under our share repurchase program, we purchased 645,000 shares, subsequent to June 30, 2005 at an average market price of $27.79. The Board of Directors had previously authorized the repurchase of up to 12 million shares, of which 3.6 million shares remain outstanding. Repurchases are made in the open market or through privately negotiated transactions.

     In September 2004, the Board of Directors approved a three-for-two common stock split. Accordingly, all prior period share amounts have been adjusted to reflect the impact.

     On June 28, 2005, the Board of Directors declared its regular quarterly cash dividend of $.22 per common share. The dividend will be payable on August 15, 2005 to shareholders of record at the close of business on July 29, 2005.

     At the Annual Meeting of Stockholders held on May 3, 2005, stockholders approved an amendment to the Company’s Certificate of Incorporation providing for an increase in the number of authorized shares from 500 million to 1.0 billion.

     There are various federal and state banking laws and guidelines limiting the extent to which a bank subsidiary can finance or otherwise supply funds to its holding company.

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

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

Regulatory Matters

     The Bank Secrecy Act, the USA Patriot Act and related anti-money laundering (“AML”) laws have placed increasingly more substantial requirements on financial institutions. During a recent examination of North Fork Bank by the Federal Deposit Insurance Corporation (“FDIC”) and the New York State Banking Department (“NYSBD”), the agencies identified certain supervisory issues with respect to the Bank’s AML compliance program that require management’s attention. Management has been engaged in discussions with the regulators concerning these issues and has initiated appropriate action to thoroughly address all the issues. We expect the Bank to enter into an informal memorandum of understanding with both the FDIC and NYSBD with respect to these matters shortly. A memorandum of understanding is characterized by regulatory authorities as an informal action that is neither published nor made publicly available by agencies and is used when circumstances warrant a milder form of action than a formal supervisory action, such as a formal written agreement or cease and desist order. The Company is committed to ensuring that the requirements of the memorandum are met in a timely manner and expects that its current efforts to resolve issues identified by regulators will address the matters that are likely to be raised in such a memorandum.

Sarbanes-Oxley Act of 2002

     The Sarbanes-Oxley Act passed in 2002 imposed significant new responsibilities on publicly held companies, particularly in the area of corporate governance. We have responded to the Act’s requirements and related regulations issued by the Securities and Exchange Commission and The New York Stock Exchange. We have reinforced our corporate governance structure and financial reporting procedures as mandated under the Act. We have always emphasized best practices in corporate governance as the most effective way of assuring stockholders that their investment is properly managed and their interests remain paramount.

Future Legislation

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

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

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

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides common stock repurchases made by us or on our behalf during the period:

					Total Number of		Maximum Number of
	Total Number of				Shares Purchased as		Shares that May Yet
	Shares Purchased		Average Price Paid		Part of Publicly		Be Purchased Under
Period	(1)		Per Share		Announced Program		the Program (2)
April 1, 2005 – April 30, 2005		—		n/a		—	4,243,650 Shares
May 1, 2005 – May 31, 2005		—		n/a		—	4,243,650 Shares
June 1, 2005 – June 30, 2005		—		n/a		—	4,243,650 Shares

(1)	We did not repurchase shares of our common stock during the second quarter of 2005, pursuant to the repurchase program (the “Program”) that we publicly announced in June 2003.
(2)	In June 2003, the board of directors approved the repurchase of up to 12 million shares of our common stock, which represented 5% of the shares outstanding at such time. Unless terminated earlier by resolutions of our board of directors, the Program will expire when we have repurchased all shares authorized for repurchase under the program.

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

At the Company’s Annual Meeting of Stockholders held on May 3, 2005, stockholders voted on the following matters:

1) The election of four directors for a term of three years expiring in 2008. The vote tabulation for each director is as follows:

Name of Director	For	Withheld
John Bohlsen	418,817,675	8,659,477
Daniel M. Healy	411,604,514	15,872,638
Katherine Heaviside	422,321,757	5,155,394
Thomas S. Johnson	417,522,664	9,954,488

2) Amendment of North Fork’s Certificate of Incorporation to increase the number of authorized shares of common stock from 500 million shares to 1 billion shares. The tabulation of votes for that amendment is as follows:

For	Against	Abstain
381,356,240	42,565,900	3,555,012

3) Ratification of KPMG LLP as the Company’s independent auditor for the fiscal year ending December 31, 2005. The tabulation of votes for that ratification is as follows:

For	Against	Abstain
416,978,686	7,556,012	2,942,454

Item 6. Exhibits

     The following exhibits are submitted herewith:

Exhibit Number	Description of Exhibit
(3.1)	Restated Certificate of Incorporation of North Fork Bancorporation, Inc.
(11)	Statement Re: Computation of Net Income Per Common and Common Equivalent Share
(31.1)	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(31.2)	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32.1)	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(32.2)	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(99.1)	Supplemental Performance Measurements

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SIGNATURES

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

Date: August 9, 2005	North Fork Bancorporation, Inc.
	/s/ Daniel M. Healy
	Daniel M. Healy
	Executive Vice President and Chief Financial Officer

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EX-3.1

Exhibit 3.1

Certificate of Amendment

To The

Restated Certificate of Incorporation

Of

North Fork Bancorporation, Inc.

Pursuant to Section 242 of the General
Corporation Law of the State of Delaware

     North Fork Bancorporation, Inc., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows:

     First:  Paragraph (a) of Article Fourth of the Corporation’s Restated Certificate of Incorporation is hereby amended to read in its entirety as set forth below:

FOURTH:  Capital Stock. (a)  The authorized shares which the Corporation has authority to issue shall be one billion ten million (1,010,000,000) divided into one billion (1,000,000,000) shares of Common Stock, par value of one cent ($.01) each, and ten million (10,000,000) shares of Preferred Stock, par value of one dollar ($1.00) each, which Preferred Stock may be divided into and issued in series as described herein.

     Second:  The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

     In Witness Whereof, North Fork Bancorporation, Inc. has caused this Certificate to be duly executed in its corporate name this 1^st day of June, 2005.

NORTH FORK BANCORPORATION, INC.
By:	/s/ Aurelie S. Campbell
	Aurelie S. Campbell
	Vice President and Corporate Secretary

RESTATED
CERTIFICATE OF INCORPORATION

OF

NORTH FORK BANCORPORATION, INC.

            The undersigned, John Adam Kanas, certifies that he is the President of North Fork Bancorporation, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), and does hereby further certify as follows:

     (1)  The name of the Corporation is NORTH FORK BANCORPORATION, INC.

     (2)  The name under which the Corporation was originally incorporated was NORTH FORK BANCORPORATION, INC. and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 8, 1980.

     (3)  This Restated Certificate of Incorporation was duly adopted by in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware.

     (4)  The text of the Certificate of Incorporation of the Corporation as heretofore amended is restated without further amendment to read in its entirety, as follows:

            FIRST:  Name. The name of the corporation is NORTH FORK BANCORPORATION, INC. (hereinafter called the “Corporation”).

            SECOND:  Address; Registered Agent. The address of the Corporation’s registered office is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware; and its registered agent at such address is The Corporation Trust Company.

            THIRD:  Purposes. The nature of the business and purposes to be conducted or promoted by the Corporation are to engage in, carry on and conduct any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

            FOURTH:  Capital Stock. (a) The authorized shares which the Corporation has authority to issue shall be five hundred ten million (510,000,000), divided into five hundred million (500,000,000) shares of Common Stock, par value of one cent ($.01) each, and ten million (10,000,000) shares of Preferred Stock, par value of one dollar ($1.00) each, which Preferred Stock may be divided into and issued in series as described herein.

            (b)  Subject to any applicable provisions of the Certificate of Incorporation (including such provisions set forth in the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock attached hereto as Exhibit A) and any applicable requirements or limitations prescribed by law, the Board of Directors of the Corporation is hereby expressly authorized, from time to time by resolution, to divide the Preferred Stock into series, to authorize the issuance of one or more series of the Preferred Shares, and to fix for each such series the number, designation, powers, preferences and rights and the qualifications, limitations or restrictions of such preferences or rights, specifying as to each such series:

(A)	the designation of such series in such manner as shall distinguish shares thereof from all other series, and the number of shares which shall constitute the initial issue thereof;
(B)	the dividend rights of such series, including the dividend rate or rates thereon, the time or times at which such dividends shall be payable, whether such dividends are cumulative and, if so, on what terms;
(C)	the redemption rights of such series, if any, including the price or prices at which and the terms and conditions on which shares of such series may be redeemed, and whether such rights may be exercised by the corporation, the holders or both;
(D)	the amount payable upon shares of such series in the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

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(E)	sinking fund provisions, if any, for the redemption or purchase of shares of such series;
(F)	the conversion rights of such series, if any, including the identity of the security or securities into which such shares are convertible, the rate or rates of conversion, and the terms and conditions of conversion;
(G)	whether the shares of such series shall have any voting rights in addition to those prescribed by law, and, if so, the nature of such rights and under what circumstances the rights may be exercised; and
(H)	such other powers, preferences, and relative participating, optional or other special rights of such series, and the qualifications, limitations, or restrictions of such preferences and/or rights desired to be so fixed.

            (c)  All shares of any one series of Preferred Stock shall be identical with each other in all respects except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall accumulate, and all series of Preferred Stock shall rank equally and be identical in all respects except in respect to the particulars which may be fixed in the resolutions of the Board of Directors providing for the initial issue thereof.

            (d)  Except as may be otherwise provided in this Article Fourth or in the resolution or resolutions providing for the issue of a particular series, the Board of Directors may from time to time increase the number of shares of any series already created by providing that any unissued shares of Preferred Stock shall constitute part of such series, or may decrease (but not below the number of shares thereof then outstanding) the number of shares of any series already created by providing that any unissued shares previously assigned to such series shall no longer constitute part thereof.

            (e)  Each holder of record of Common Stock shall have the right to one vote for each share of Common Stock held in his name on the record books of the Corporation as of the record date for any matter submitted to a vote of the stockholders of the Corporation. Except to the extent otherwise provided herein or in any resolution or resolutions of the

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Board of Directors providing of for the initial issue of shares of one or more series of Preferred Stock or as otherwise required by law, holders of shares of Preferred Stock of any series shall not be entitled to vote such shares with respect to any matter which is put to a vote of the stockholders. The number of shares of Preferred Stock which the Corporation shall have the authority to issue may be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, and the holders of the Preferred Stock, if entitled by law to vote on any such increase or decrease, shall not be entitled to vote separately as a class or series of a class thereon.

            (f)  Subject to the prior and superior rights of the Preferred Stock as set forth in any resolution or resolutions of the Board of Directors providing for the initial issue of one or more series of Preferred Stock, the holders of Common Stock shall be entitled to receive such dividends, whether payable in cash, stock or otherwise, as may be declared from time to time by the Board of Directors to be paid thereon out of any fund legally available therefor, and the Preferred Stock shall not be entitled to participate in any such dividend.

            (g)  In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, after distribution in full of the preferential amounts required to be distributed to the holders of each series of Preferred Stock then outstanding including the amount of any cumulated but unpaid dividends, if any, if a preference shall then attach thereto, the holders of Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders, ratably in proportion to the numbers of shares of Common Stock held by them respectively.

            FIFTH:    Intentionally Omitted.

            SIXTH:    Directors; Election and Classification.

            (h)  Members of the Board of Directors may be elected either by written ballot or by voice vote.

            (i)  The Board of Directors shall consist of not less than three (3) members, such number to be fixed initially by the incorporator and subject to change thereafter from time to time by action of the stockholders or by action of the Board. The Board shall be divided into three classes.

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The number of directors of the first class shall equal one third (1/3) of the total of the number of directors thus determined (or the nearest whole number thereto); the number of directors of the second class shall equal the number of directors of the first class; and the number of directors of the third class shall equal said total number of directors minus the aggregate number of directors of the first and second classes. At the election of the first Board, the class of each of the members then elected shall be designated. The term of office of those members then designated as the first class shall expire at the annual meeting of shareholders next ensuing, that of the members designated as the second class at the annual meeting of shareholders one year thereafter, and that of the members designated as the third class at the annual meeting of shareholders two years thereafter. At each annual meeting of the shareholders held after the election and classification of the first Board, directors shall be elected for a full term of three (3) years to succeed those members whose terms then expire.

            SEVENTH:  Adoption, Amendment and/or Repeal of By-Laws. The Board of Directors may from time to time (after adoption by the undersigned of the original by-laws of the Corporation) adopt, amend or repeal the by-laws of the Corporation; provided, that any by-laws adopted, amended or repealed by the Board of Directors may be amended or repealed, and any by-laws may be adopted, by the stockholders of the Corporation.

            EIGHTH:  Compromise and Arrangements. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise

6

or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

            NINTH:  Special Provisions. The holders of any shares of any class of stock or any other securities of the Corporation shall have no preemptive rights, and shall have no pro rata preference rights, to subscribe for any new or increased shares of any class of stock or securities of the Corporation or any rights or options to purchase such shares or any securities convertible into such shares which are authorized for issuance.

            TENTH:  Liability of Directors. Subject only to the express prohibitions on elimination or limitation of liability of directors set forth in Section 102(b)(7) of the Delaware General Corporation Law, as the same exists or may hereafter be amended, the personal liability of a director of this Corporation to the Corporation or its stockholders for monetary damages for breach of his fiduciary duty as a director shall be limited to $25,000 per occurrence.

               IN WITNESS WHEREOF, this Certificate has been signed on this 9th day of December, 1997, and the signature of the undersigned shall constitute the affirmation and acknowledgement of the undersigned, under penalties of perjury, that the Certificate is the act and deed of the undersigned and that the facts stated in the Certificate are true.

/s/ John Adam Kanas
John Adam Kanas, President

7

EXHIBIT A

CERTIFICATION OF DESIGNATION, PREFERENCES AND
RIGHTS OF SERIES A OF JUNIOR PARTICIPATING PREFERRED
STOCK

of

NORTH FORK BANCORPORATION, INC.

Pursuant to Section 151 of the General Corporation Law
of the State of Delaware

            We, John A. Kanas, President and Chief Executive Officer, and Frank A. Anderson, Secretary, of North Fork Bancorporation, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY:

            That pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the said Corporation, as amended, the said Board of Directors on February 28, 1989, adopted the following resolution creating a series of 500,000 share of Preferred Stock designated as Series A Junior Participating Preferred Stock;

            RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of its Certificate of Incorporation, as amended, a series of Preferred Stock of the Corporation be and it hereby is created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows;

            Section 1.    Designation and Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred Stock” and the number of shares constituting such series shall be 500,000.

            Section 2.    Dividends and Distributions.

1

            (A)    Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payments”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $2.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $2.50 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after February 28, 1989 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock into a smaller number of share, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of share of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

            (B)    The Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $2.00 per share on the Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

2

            (C)    Dividends shall begin to accrue and be cumulative on outstanding share of Series A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such share of Series A Junior Participating Preferred Stock, unless the date of issue of such share is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

            Section J.    Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights:

            (A)    Subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

            (B)    Except as otherwise provided herein or by law, the holders of shares of Series A Junior Participating Preferred Stock and the holders of shares of

3

Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

            (C)    (i) If at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all share of Series A Junior Participating Preferred Stock
then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including holders of the Series A Junior Participating Preferred Stock) with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) Directors.

            (ii)    During any default period, such voting right of the holders of Series A Junior Participating Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of ten percent (10%) in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right. At any meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two (2) Directors or, if such right is exercised at an annual meeting, to elect two (2) Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series A Junior Participating Preferred Stock.

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            (iii)    Unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number or shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the President, a Vice President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this paragraph (C) (iii) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding. Notwithstanding the provisions of this paragraph (C) (iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders.

            (iv)    In any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect two (2) Directors voting as a class, after the exercise of which right (x) the Directors so elected by the holders of Preferred Stock shall continue in office until or until the expiration of the default period, and (y) provided in paragraph (C)(ii) of this Section 3) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected by Director whose office shall have become vacant. Reference in this paragraph (C) to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

            (v)    Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of Directors shall be such number as may be provided for in the certificate of incorporation or by-laws irrespective of any increase made pursuant to the provisions of paragraph (C)(ii) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the certificate of

5

incorporation or by-laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors.

            (D)    Except as set forth herein, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

            Section 4.      Certain Restrictions.

            (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock shall have been paid in full, the Corporation shall not

            (i)    declare or pay dividends on, make any other distributions on, redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock;

            (ii)    declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

            (iii)    redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior

6

Participating Preferred Stock;

            (iv)    purchase or otherwise require for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock , except in accordance with an offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preference of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

            (B)    The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of the Section 4, purchase or otherwise acquire such shares at such time and in such manner.

            Section 5.    Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions an restrictions on issuance set forth herein.

            Section 6.    Liquidation, Dissolution and Winding Up. (A) Upon any liquidation (voluntary or otherwise) dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payments (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph C below to reflect such events

7

as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

            (B)    In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preference of all other series of preferred stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

            (C)    In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

            Section 7.    Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on

8

Common Stock payable in shares of Common Stock, (ii)    subdivide the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

            Section 8.    No Redemption. The shares of Series A Junior Participating Preferred Stock shall not be redeemable.

            Section 9.    Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

            Section 10.    Amendment. The Certificate of Incorporation of the Corporation, as amended, shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class.

            Section 11.    Fractional Shares. Series A Junior Participating Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holders fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock.

9

            IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do affirm the foregoing as true under the penalties of perjury this 28th day of February, 1989.

	NORTH FORK BANCORPORATION, INC.
	/s/ John Adam Kanas
	President and Chief Executive Officer
Attest:
/s/ Frank A. Anderson
Secretary

10

CERTIFICATE OF ELIMINATION

OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

OF

NORTH FORK BANCORPORATION, INC.

(Pursuant to Sections 151(g) of the General Corporation Law of the State of
Delaware)

            North Fork Bancorporation, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

     First: Pursuant to the authority expressly vested in the Board of Directors by the Restated Certificate of Incorporation, as amended, the Board of Directors of the Corporation adopted resolutions creating and authorizing the issuance of a series of 500,000 shares of Preferred Stock designated as Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”).

     Second: None of the authorized shares of the Series A Preferred Stock is outstanding and none will be issued subject to the Certificate of Designation, Preferences and Rights (the “Certificate of Designation”) previously filed with respect to the Series A Preferred Stock.

     Third: That at a meeting of the Board of Directors of the Corporation on December 17, 2002, a resolution was duly adopted setting forth the proposed elimination of the Corporation’s Series A Preferred Stock as follows:

            “RESOLVED, that the Certificate of Designation of the Series A Preferred Stock issuable upon exercise of the Rights under the Rights Agreement be, and the same hereby is, cancelled, and that the Chairman of the Board, the Vice Chairman, the President, Executive or Senior Vice President, the Chief Executive Officer and the Secretary and any Assistant Secretary of the Corporation (the “Proper Officers”) be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Corporation, with the

1

assistance of counsel, to prepare, execute and deliver to the Secretary of State of the State of Delaware, a certificate of elimination (the “Certificate of Elimination”) with respect to the Corporation’s Series A Preferred Stock, as such Proper Officer shall in his or her discretion approve, such approval to be conclusively evidenced by the execution thereof, and to file the executed Certificate of Elimination with the Secretary of State of the State of Delaware.”

     Fourth:   In accordance with Section 151(g) of the General Corporation Law of the State of Delaware, the Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended to eliminate all reference to the Corporation’s Series A Preferred Stock.

     IN WITNESS WHEREOF, North Fork Bancorporation, Inc. has caused this certificate to be executed and acknowledged by its duly authorized officer this 17th day of December, 2002.

By:	/s/ Aurelie S. Graf
Name:	Aurelie S. Graf
Title:	Corporate Secretary

2

EX-11

Exhibit 11

North Fork Bancorporation, Inc.

COMPUTATION OF NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE
June 30, 2005
(unaudited)

	Three Months Ended				Six Months Ended
(dollars in thousands, except per share amounts)	June 30, 2005		June 30, 2004		June 30, 2005		June 30, 2004
Net Income	$	242,066	$	108,999	$	501,101	$	211,518
Common and Common Equivalent Shares:
Weighted Average Common Shares Outstanding		469,413		236,984		467,953		229,734
Weighted Average Common Equivalent Shares		5,496		3,490		6,165		3,872
Weighted Average Common and Common Equivalent Shares		474,909		240,474		474,118		233,606
Net Income per Common Share — Basic	$	.52	$	.46	$	1.07	$	.92
Net Income per Common and Common Equivalent Share — Diluted	$	.51	$	.45	$	1.06	$	.91

EX-31.1

Exhibit 31.1

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

I, John Adam Kanas, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of North Fork Bancorporation, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2005

By:	/s/ John Adam Kanas
	John Adam Kanas
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

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

I, Daniel M. Healy, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of North Fork Bancorporation, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2005

By:	/s/ Daniel M. Healy
	Daniel M. Healy
	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification
Pursuant To 18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of North Fork Bancorporation, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Adam Kanas, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John Adam Kanas

John Adam Kanas
President and Chief Executive Officer

August 9, 2005

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to North Fork Bancorporation, Inc. and will be retained by North Fork Bancorporation, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of North Fork Bancorporation, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel M. Healy, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Daniel M. Healy

Daniel M. Healy Executive
Vice President and Chief Financial Officer

August 9, 2005

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to North Fork Bancorporation, Inc. and will be retained by North Fork Bancorporation, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.1

Exhibit 99.1

This document contains certain supplemental financial information, described in the following notes, which has been determined by methods other than Accounting Principles Generally Accepted in the USA (“GAAP”) that management uses in its analysis of the Company’s performance. The Company’s management believes these non-GAAP financial measures provide information useful to investors in understanding the underlying operational performance of the Company, its business and performance trends and facilitates comparisons with the performance of others in the financial services industry.

Supplemental Performance Measurements — Average Tangible Assets, Average Tangible Equity and Tangible Book Value.

The information below provides specific definition of non-GAAP measurements utilized in our overview schedule under the financial summary section of Item 2. — Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Return on average tangible assets and return on average tangible equity are computed, on an annualized basis, as follows:

Return on average tangible assets is computed by dividing net income, as reported plus amortization of identifiable intangible assets, net of taxes by average total assets less average goodwill and average identifiable intangible assets.

Return on average tangible equity is computed by dividing net income, as reported plus amortization of identifiable intangible assets, net of taxes by average total stockholders’ equity less average goodwill and average identifiable intangible assets.

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
(dollars in thousands)	2005			2004			2005			2004
Net Income, as Reported	$	242,066		$	108,999		$	501,101		$	211,518
Add: Amortization of Identifiable Intangible Assets, Net of Taxes		5,937			1,252			11,873			1,770
Net Income, as Adjusted	$	248,003		$	110,251		$	512,974		$	213,288
Average Assets	$	61,480,463		$	24,617,030		$	60,847,191		$	22,829,188
Less: Average Goodwill		5,886,175			720,988			5,883,049			565,686
Less: Average Identifiable Intangible Assets		138,033			31,760			142,789			22,084
Average Tangible Assets	$	55,456,255		$	23,864,282		$	54,821,353		$	22,241,418
Average Stockholders’ Equity	$	9,170,671		$	1,912,760		$	9,094,438		$	1,731,953
Less: Average Goodwill		5,886,175			720,988			5,883,049			565,686
Less: Average Identifiable Intangible Assets		138,033			31,760			142,789			22,084
Average Tangible Equity	$	3,146,463		$	1,160,012		$	3,068,600		$	1,144,183
Return on Average Tangible Assets		1.79	%		1.86	%		1.89	%		1.93	%
Return on Average Tangible Equity		31.61	%		38.23	%		33.71	%		37.49	%

TANGIBLE BOOK VALUE

Tangible book value is calculated by dividing period end stockholders’ equity, less period end goodwill and identifiable intangible assets, by period end shares outstanding.

	June 30,		June 30,
(In thousands, except per share amounts)	2005		2004
Period End Stockholders’ Equity Inclusive of Unrealized Gain/(Loss) on Securities Available-for-Sale	$	9,216,280	$	2,311,587
Less: Goodwill and Identifiable Intangible Assets		6,020,663		1,053,115
Period End Stockholders’ Equity Less Intangible Assets	$	3,195,617	$	1,258,472
End of Period Shares Outstanding		478,584		258,106
Tangible Book Value	$	6.68	$	4.87