AMENDMENT NO. 1 TO FORM 10-K

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

Form 10-K/A

Amendment No. 1


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2005
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-10458

NORTH FORK BANCORPORATION, INC.

(Exact name of registrant as specified in its charter)


DELAWARE		36-3154608
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

275 BROADHOLLOW ROAD, MELVILLE, NEW YORK		11747 (Zip Code)
(Address of principal executive offices)

(Registrant’s telephone number, including area code)
(631) 531-2970

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


Title of Each Class		Name of Each Exchange on Which Registered

Common Stock, par value $.01		New York Stock Exchange

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

None

Title of Class

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No þ

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of June 30, 2005, the aggregate market value of the registrant’s common stock (based on the average stock price on June 30, 2005) of the registrant held by non-affiliates of the registrant was approximately $13,481,710,857.

As of March 3, 2006, there were 462,106,577 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

EXPLANATORY NOTE

The purpose of this Amendment (“Amendment”) to the Annual Report on Form 10-K of North Fork Bancorporation, Inc. (“Company”), for the year ended December 31, 2005 (the “2005 10-K”), is to include in the 2005 10-K the information required under Part III of the form. The 2005 10-K was originally filed on March 15, 2006, and indicated therein that the information required under Part III was being incorporated by reference from the Company’s definitive proxy statement for its 2006 annual meeting of stockholders (the “2006 Definitive Proxy Statement”), which would be filed with the Securities and Exchange Commission on or before April 30, 2006. The Company no longer anticipates filing its 2006 Definitive Proxy Statement by April 30, 2006, and thus is including the Part III information in this Amendment.

The only other change to the 2005 10-K effected by this Amendment are the inclusion or incorporation by reference herein of certain additional exhibits, including re-executed certifications of the executive officers under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, which are required to be filed herewith. The exhibit list to the 2005 10-K has been updated in this Amendment to reflect these changes.

The other information contained in the 2005 10-K as originally filed has not been changed or supplemented in this Amendment, but has been included herein for the convenience of the reader. The Company’s consolidated financial statements, including its consolidated statements of financial position and consolidated results of operations for the periods presented, have not been restated from the consolidated financial statements included in the 2005 10-K as originally filed.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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 management plans or objectives 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 origination volumes and 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;

	•	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.

PART I


Item 1	*— Business*

General Description of Our Company and Business

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. It is not a “financial holding company” as defined under the federal law. 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 353 retail bank branches in the New York Metropolitan area. We also operate a nationwide mortgage business GreenPoint Mortgage Funding Inc. (“GreenPoint Mortgage” or “GPM”). 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. (“Superior”), which focuses on telephonic and media-based generation of deposits.

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 $58 billion in assets at December 31, 2005.

Our operating activities are divided 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 353 branches located in the New York Metropolitan 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 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 deposit and loan products. Other income includes 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.

We actively participate in community development lending, both through North Fork Bank and through a separate community development subsidiary.

Mortgage Banking — In October 2004, we assumed a national mortgage business with the GreenPoint acquisition. Our national mortgage banking segment originates, sells and services a wide variety of mortgages secured by 1-4 family residences and small commercial properties. Most loans are originated through a national wholesale loan broker and correspondent lender network. We offer a broad range of mortgage loan products, to provide maximum flexibility to borrowers, including Jumbo A, specialty, conforming agency mortgage loans, home equity loans and commercial loans. Originations are generally sold into the secondary market and from time to time securitized if market conditions warrant such execution. Certain products including commercial mortgages, are retained in the Bank’s loan portfolio. GPM has established loan distribution channels with various financial institutions including banks, investment banks, broker-dealers, and real estate investment trusts (REITs), as well as both Fannie Mae and Freddie Mac. During 2005, we originated $42.3 billion in loans and sold $37.1 billion at an average gain on sale totaling 116 basis points. The

composition of total loan originations was: 45% Specialty, 35% Jumbo A, 13% Home Equity and 7% Agency. Option ARMS, both Alt-A and Jumbo A, accounted for 30% of originations during 2005. All option ARM originations are sold into the secondary market, servicing released. Mortgage originations for new purchases represented 48% of production in 2005. The weighted average FICO score for all originations was 720. 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 December 31, 2005, GPM’s mortgage loan servicing portfolio consisted of mortgage loans with an aggregate unpaid principal balance of $50.1 billion, of which $33.3 billion was serviced for investors other than North Fork. Loans held-for-sale totaled $4.4 billion, while the pipeline was $5.3 billion ($2.4 billion was covered under interest rate lock commitments) at December 31, 2005.

Competition

Competition in retail banking comes from other major commercial banks and thrifts engaged in the New York Metropolitan area. We also compete with smaller independent commercial banks for loans and deposits, local savings and loan associations and savings banks for deposits, credit unions for deposits and consumer loans, insurance companies and money market funds for deposits, and consumer finance organizations and the financing affiliates of consumer goods manufacturers (especially automobile manufacturers) for consumer loans. Notwithstanding our recent acquisitions, our competitors are substantially larger institutions with easier access to funding sources and greater capital bases enabling them to better withstand periods of severe market pressure. In setting rate structures for our retail banking products, we refer to a wide variety of financial information and indices, including the rates charged or paid by the other major commercial banks in the region and those fixed periodically by smaller, local competitors. Our second subsidiary bank, Superior Savings, competes with the other telephonic and media-based banks for the generation of deposits in the Northeast.

GreenPoint Mortgage’s competition is primarily other large mortgage banking companies with nationwide origination networks, as well as commercial banks and savings and loans with significant mortgage banking operations. Competition in the mortgage industry may occur on various levels, including loan origination, mortgage servicing, marketing and pricing. Many of our mortgage banking competitors are substantially larger, have more capital, additional resources and are well established in the specialty mortgage loan market. Other competitors are recent entrants into that market seeking the relatively attractive profit margins currently associated with specialty mortgage loan products. To the extent market pricing for specialty mortgage loan products becomes more competitive, it may be more difficult for us to originate and purchase mortgage loans with attractive yields in sufficient volume to maintain historical profit margins.

Our ability to compete effectively in both retail banking and mortgage banking depends on the relative performance of our products and services, the degree our products and services appeal to customers and the extent we are able to meet customers’ objectives and needs. In addition, our ability to compete depends on our ability to continue to attract and retain our senior management as well as other key personnel.

Capital and Liquidity

Information regarding our capital and liquidity is included elsewhere in this Form 10-K, in Item 7, Management’s Discussion and Analysis — “Capital,” Item 7A, Quantitative & Qualitative Disclosures about Market Risk — “Liquidity Risk Management”, and Item 8, Notes to Consolidated Financial Statements, Note 20 — “Capital.”

Recent Acquisitions

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 nationwide mortgage banking business (“GreenPoint Mortgage” or “GPM”). GreenPoint Bank maintained 95 retail bank branches in the New York Metropolitan 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. On February 21, 2005, the operations of GreenPoint Bank were merged with and into North Fork Bank. GreenPoint Mortgage continues to operate as a separate subsidiary.

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 addition to the 2004 transactions, we have also completed thirteen acquisition transactions since 1988. Twelve of these acquired entities were either thrift companies or smaller commercial banks. We also acquired one investment advisory entity.

In November 2001, we purchased the domestic banking business of Commercial Bank of New York (“CBNY”) for approximately $175 million in cash. The acquired business consisted of $1.2 billion in total assets, $310 million in loans and $898 million in deposits. At closing of the transaction, we merged CBNY into North Fork Bank. Also acquired were CBNY’s fourteen retail bank branches, nine of which were located in the New York City borough of Manhattan.

Stockholder Access to Additional Company Information

We make available, free of charge, on or through the Investor Relations section of our website, our periodic and current reports filed with, or furnished to, the Securities and Exchange Commission (i.e., earlier annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K). Our internet address is www.northforkbank.com and the Investor Relations section of our website is accessed from the home page by clicking on Investor Relations. We post such reports on our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. Also posted on our website or available in print upon request of any shareholder to our Corporate Secretary’s office, are our Corporate Governance Guidelines, Code of Conduct, and the Charters of our Audit Committee, Compensation and Stock Committee, and Nominating and Governance Committee. Our Corporate Secretary’s office can be contacted at North Fork Bancorporation, Inc.; Attention: Corporate Secretary’s office; 275 Broadhollow Road, Melville, NY 11747 by mail or by calling 631-531-2041 or through e-mail: through the Investor Relations section of our website, listed above.

SUPERVISION AND REGULATION

Laws and Regulations Applicable to Bank Holding Companies

General. As a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), we are subject to regulation and supervision by the Federal Reserve Board (the “FRB”). The FRB has the authority to issue cease and desist orders or take other enforcement action against our holding company if it determines that our actions represent unsafe and unsound practices or violations of law. Regulation by the FRB is intended to protect depositors of our subsidiary banks and the safety and soundness of the U.S. banking system, not our stockholders.

Limitation on Acquisitions. The BHC Act requires a bank holding company to obtain prior approval of the FRB before: (1) taking any action that causes a bank to become a controlled subsidiary of the bank holding company; (2) acquiring direct or indirect ownership or control of voting shares of any bank or bank holding company, if the acquisition results in the acquiring bank holding company having control of more than 5% of the outstanding shares of any class of voting securities of such bank or bank holding company, unless such bank or bank holding company is majority-owned by the acquiring bank holding company before the acquisition; (3) acquiring all or substantially all the assets of a bank; or (4) merging or consolidating with another bank holding company.

Limitation on Activities. The activities of bank holding companies are generally limited to the business of banking, managing or controlling banks, and other activities that the FRB has determined to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Bank holding companies that qualify

and register as “financial holding companies” are also able to engage in certain additional financial activities, such as merchant banking and securities and insurance underwriting, subject to limitations set forth in federal law. We are not at this date a “financial holding company.”

Regulatory Capital Requirements. The FRB has promulgated capital adequacy guidelines for use in its examination and supervision of bank holding companies. If a bank holding company’s capital falls below minimum required levels, then the bank holding company must implement a plan to increase its capital, and its ability to pay dividends, make acquisitions of new banks or engage in certain other activities such as issuing brokered deposits may be restricted or prohibited.

The FRB currently uses two types of capital adequacy guidelines for holding companies, a two-tiered risk-based capital guideline and a leverage capital ratio guideline. The two-tiered risk-based capital guideline assigns risk weightings to all assets and certain off-balance sheet items of the holding company’s operations, and then establishes a minimum ratio of the holding company’s “Tier 1” Capital to the aggregate dollar amount of risk-weighted assets (which amount is usually less than the aggregate dollar amount of such assets without risk weighting) and a minimum ratio of the holding company’s total capital (“Tier 1” Capital plus “Tier 2” Capital, as adjusted) to the aggregate dollar amount of such risk-weighted assets. The leverage ratio guideline establishes a minimum ratio of the holding company’s Tier 1 Capital to its total tangible assets (total assets less goodwill and certain identifiable intangibles), without risk-weighting.

Under both guidelines, Tier 1 Capital (sometimes referred to as “core capital”) is defined to include: common shareholders’ equity (including retained earnings), qualifying non-cumulative perpetual preferred stock and related surplus, qualifying cumulative perpetual preferred stock and related surplus, trust preferred securities, and minority interests in the equity accounts of consolidated subsidiaries (limited to a maximum of 25% of Tier 1 Capital). Goodwill and most intangible assets are deducted from Tier 1 Capital.

For purposes of the total risk-based capital guidelines, Tier 2 Capital (sometimes referred to as “supplementary capital”) is defined to include: allowances for loan and lease losses (limited to 1.25% of risk-weighted assets), perpetual preferred stock not included in Tier 1 Capital, intermediate-term preferred stock and any related surplus, certain hybrid capital instruments, perpetual debt and mandatory convertible debt securities, and intermediate-term subordinated debt instruments (subject to limitations). The maximum amount of qualifying Tier 2 Capital is 100% of qualifying Tier 1 Capital. For purposes of the total capital guideline, total capital equals Tier 1 Capital, plus qualifying Tier 2 Capital, minus investments in unconsolidated subsidiaries, reciprocal holdings of bank holding company capital securities, and deferred tax assets and other deductions.

The FRB’s current capital adequacy guidelines require that a bank holding company maintain a Tier 1 risk-based capital ratio of at least 4%, a total risk-based capital ratio of at least 8%, and a Tier 1 leverage capital ratio of 3% to 5%. Top performing companies may be permitted to operate with slightly lower Tier 1 leverage capital ratios, while poor performing or troubled institutions may be required to maintain or build higher Tier 1 leverage capital ratios.

As of December 31, 2005, our holding company was in compliance with all of the FRB’s capital adequacy guidelines. Additional information on capital adequacy requirements is included elsewhere in this Form 10-K, in Item 7, Management’s Discussion and Analysis — “Capital,” and in Item 8, Notes to Consolidated Financial Statements, Note 20 — “Capital.”

Source of Strength. FRB policy requires a bank holding company to serve as a source of financial and managerial strength to its subsidiary banks. Under this “source of strength doctrine,” a bank holding company is expected to stand ready to use its available resources to provide adequate capital funds to its subsidiary banks during periods of financial stress or adversity, and to maintain resources and the capacity to raise capital that it can commit to its subsidiary banks. Furthermore, the FRB has the right to order a bank holding company to terminate any activity that the FRB believes is a serious risk to the financial safety, soundness or stability of any subsidiary bank.

Liability of Commonly Controlled Institutions. Under cross-guaranty provisions of the Federal Deposit Insurance Act (the “FDIA”), each bank subsidiary of a bank holding company is liable for any loss incurred by the Federal Deposit Insurance Corporation’s insurance fund for banks in connection with the failure of any other bank subsidiary of the bank holding company.

Laws and Regulations Applicable to the Company’s Subsidiary Banks

General. North Fork Bank, a New York state non-member bank, is subject to regulation, supervision and periodic examinations by the New York State Banking Department (“NYSBD”) and the Federal Deposit Insurance Corporation (“FDIC”). Superior Savings of New England, a nationally chartered bank, is subject to regulation, supervision and periodic examinations by the Office of the Comptroller of the Currency (“OCC”). These bank regulatory agencies are empowered to issue cease and desist orders or take other enforcement action against the banks if they determine that the banks’ activities represent unsafe and unsound banking practices or violations of law. Regulation by these agencies is designed to protect the depositors of the banks and the safety and soundness of the U.S. banking system, not shareholders of the Company.

Bank Regulatory Capital Requirements. The FDIC and the OCC have adopted minimum capital requirements applicable to state non-member banks and national banks, respectively. These bank capital requirements are similar to the capital adequacy guidelines established by the FRB for bank holding companies, discussed above under “Laws and Regulations Applicable to Bank Holding Companies — Regulatory Capital Requirements.”

The federal bank regulators have established a five-category classification system for purposes of grading the capital adequacy of individual banks. Depending on the status of a bank’s capitalization under this classification system, federal law may require or permit the regulators to take certain corrective actions against the bank. The following are the five capital classifications:

A bank is:


	•	“well-capitalized” if it has a total Tier 1 leverage ratio of 5% or greater, a Tier 1 risk-based capital ratio of 6% or greater and a total risk-based capital ratio of 10% or greater (and is not subject to any order or written directive specifying any higher capital ratio);

	•	“adequately capitalized” if it has a total Tier 1 leverage ratio of 4% or greater (or a Tier 1 leverage ratio of 3% or greater, if the bank has a CAMELS rating of 1), a Tier 1 risk-based capital ratio of 4% or greater and a total risk-based capital ratio of 8% or greater;

	•	“undercapitalized” if it has a total Tier 1 leverage ratio that is less than 4% (or a Tier 1 leverage ratio that is less than 3%, if the bank has a CAMELS rating of 1) or a Tier 1 risk-based capital ratio that is less than 4% or a total risk-based capital ratio that is less than 8%;

	•	“significantly undercapitalized” if it has a total Tier 1 leverage ratio that is less than 3% or a Tier 1 risk based capital ratio that is less than 3% or a total risk-based capital ratio that is less than 6%; and

	•	“critically undercapitalized” if it has a Tier 1 leverage ratio that is equal to or less than 2%.

Federal banking laws require the federal regulatory agencies to take prompt corrective action against undercapitalized banks, that is, banks falling into one of the latter three categories set forth above. As of December 31, 2005, our bank subsidiaries were “well capitalized” under applicable requirements.

Deposit Insurance and Assessments. The deposits of North Fork Bank and Superior Savings are insured by the FDIC’s Bank Insurance Fund, in general up to a maximum of $100,000 per insured depositor. Under federal banking regulations, insured banks are required to pay semi-annual assessments to the FDIC for deposit insurance. The FDIC’s assessment system requires insured banks to pay varying assessment rates, depending upon the level of the bank’s capital, the degree of supervisory concern over the bank, and the portion, if any, of the bank’s deposits attributable to the bank’s earlier acquisition of institutions insured under the FDIC’s Savings Association Insurance Fund. The FDIC has the authority to increase the annual assessment rates as necessary to ensure the safety of its insurance fund, without limitation.

Limitations on Interest Rates and Loans to One Borrower. The rate of interest a bank may charge on certain classes of loans may be limited by state and federal law. If and when they apply, they may serve to restrict net interest income earned on certain classes of loans. Federal and state laws impose additional restrictions on the lending activities of banks including, among others, the maximum amount that a bank may loan to one borrower.

Payment of Dividends. Our subsidiary banks are subject to federal and state bank corporation laws limiting the payment of cash dividends by banks. Typically, such laws restrict dividends to undivided profits generally or profits earned during preceding periods. In addition, under federal banking law, an FDIC-insured institution may not pay dividends while it is undercapitalized or if payment would cause it to become undercapitalized. The FDIC and the OCC also have authority to prohibit or to limit the payment of dividends by a bank if, in the banking regulator’s opinion, payment of a dividend would constitute an unsafe or unsound practice in light of the financial condition of the banking organization.

The USA Patriot Act. The USA Patriot Act of 2001, as amended (the “Patriot Act”), has broadened existing anti-money laundering legislation while imposing new compliance and due diligence obligations on banks and other financial institutions, with a particular focus on detecting and reporting money-laundering transactions involving domestic or international customers. The U.S. Treasury Department has issued and will continue to issue regulations clarifying the Patriot Act’s requirements. The Patriot Act requires all “financial institutions,” as defined, to establish certain anti-money laundering compliance and due diligence programs.

Recently, the regulatory agencies have intensified their examination procedures in light of the Patriot Act’s anti-money laundering and bank secrecy act requirements. The Company believes that its controls and procedures are in compliance with the Patriot Act.

Community Reinvestment Act. Our subsidiary banks are subject to the federal Community Reinvestment Act (the “CRA”) and implementing regulations. CRA regulations establish the framework and criteria by which the federal bank regulatory agencies assess an institution’s record of helping to meet the credit needs of its community, including low- and moderate-income neighborhoods. Some states have enacted their own community reinvestment laws and regulations applicable to financial institutions doing business within their borders. A banking institution’s performance under the federal CRA and any applicable state community reinvestment act laws is taken into account by regulators in reviewing certain applications made by the institution, including applications for approval of expansion transactions such as mergers and branch acquisitions.

Transactions with Affiliates. Our subsidiary banks are subject to federal laws which limit certain transactions between banks and their affiliated companies, including loans, other extensions of credit, investments or asset purchases. Among other things, these laws place a ceiling on the aggregate dollar amount of such transactions expressed as a percentage of the bank’s capital and surplus. Furthermore, loans and extensions of credit from banks to their non-bank affiliates, as well as certain other transactions, are required to be secured in specified amounts. Finally, the laws require that such transactions with affiliates be on terms and conditions that are or would be offered to nonaffiliated parties. We carefully monitor our compliance with these restrictions on transactions between our banks and their affiliates.

Other Laws. Our subsidiary banks are subject to a variety of other laws particularly affecting banks and financial institutions, including laws regarding permitted investments; loans to officers, directors and their affiliates; security requirements; anti-tying limitations; anti-money laundering, financial privacy and customer identity verification; truth-in-lending; permitted types of interest bearing deposit accounts; trust department operations; brokered deposits; and audit requirements.

Laws Governing Interstate Banking and Branching

Under federal law, a bank holding company generally is permitted to acquire additional banks located anywhere in the United States, including in states other than the acquiring holding company’s home state. There are a few limited exceptions to this ability, such as interstate acquisitions of newly-organized banks (if the law of the acquired bank’s home state prohibits such acquisitions), interstate acquisitions of banks where the acquiring holding company would control more than 10% of the total amount of insured deposits in the United States, and interstate acquisitions where the acquiring holding company would control more than 30% of the insured deposits in the acquired bank’s home state (or any lower percentage established by the acquired bank’s home state), unless such acquisition represents the initial entry of the acquiring holding company into the acquired bank’s home state or where the home state waives such limit by regulatory approval or by setting a higher percentage threshold for the insured deposit limit.

Under federal law, banks generally are permitted to merge with banks headquartered in other states, thereby creating interstate branches. The principal exception to this ability is a merger with a bank in another state that is a newly organized bank, if the laws of the other state prohibit such mergers. Interstate bank mergers are subject to the same type of limits on the acquiring bank and its bank affiliates controlling deposits in the acquired institution’s home state as interstate bank acquisitions. In addition, banks may acquire one or more branches from a bank headquartered in another state or establish de novo branches in another state, if the laws of the other state permit such branch acquisitions or the establishment of such de novo branches.

States may prohibit acquisitions of an in-state bank or bank branches by an out-of state bank or bank holding company controlling only out-of state banks, if such acquisition would result in the acquiring institution’s controlling more than a specified percentage of in-state deposits, provided such restriction applies as well to acquisitions of in-state banks or bank branches by in-state banking organizations.

Regulation of Mortgage Banking

As a subsidiary of our principal bank, North Fork Bank, GreenPoint Mortgage is subject to regulation and supervision by the bank’s regulators, the NYSBD and the FDIC. As a separate subsidiary engaged in the business of mortgage banking on a nationwide basis, we are subject from time to time to licensing and other legal and regulatory requirements imposed by states in which we engage in significant business operations. These laws and regulations, which often are intended to protect consumers, may restrict our ability to change the fees or rates we would otherwise charge by agreement with customers, in connection with providing them mortgage lending services and products.

Regulation of Other Non-Banking Activities

Federal and state banking laws affect the ability of bank holding companies and their subsidiary banks to engage, directly or indirectly through non-bank subsidiaries, in activities of a non-traditional banking nature, such as insurance agency, securities brokerage, or investment advisory activities. To the extent that we are authorized to engage and do engage in such activities, through our bank or non-bank subsidiaries, we comply with the applicable banking laws, as well as any other laws and regulations specifically regulating the conduct of these non-banking activities, such as the federal and state securities laws, regulations of self-regulatory organizations such as the National Association of Securities Dealers and state insurance laws and regulations. These laws and regulations are principally focused on protecting consumers rather than shareholders or other investors.

Regulatory Matters

United States anti-money laundering (“AML”) laws, including The Bank Secrecy Act, as amended by the USA Patriot Act, and related implementing regulations, have imposed significant, additional requirements on financial institutions. The Federal Deposit Insurance Corporation (“FDIC”) and the New York State Banking Department (“NYSBD”) have 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 FDIC and the NYSBD concerning this matter and has initiated appropriate action to address the issues raised. The Bank entered into an informal memorandum of understanding (“MOU”) with both the FDIC and the NYSBD with respect to these matters effective as of August 23, 2005. 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. Management has developed a remediation plan to comply with the requirements of the MOU and has made significant progress to implement the plan as well as to implement additional enhancements to its AML compliance program.

Changes in Law and Regulation Affecting the Company Generally

Future Legislation. Various legislation is from time to time introduced in Congress and in the legislatures of states in which we do business. Such legislation may change our operating environment and the operating environment of our subsidiaries in substantial and unpredictable ways. We cannot determine the ultimate effect that

potential legislation, if enacted, or implementing regulations, would have upon our financial condition or results of operations or upon our shareholders.

Fiscal and Monetary Policies. Our business and earnings are affected significantly by the fiscal and monetary policies of the federal government and its agencies. We are particularly affected by the policies of the FRB, which regulates the supply of money and credit in the United States. Among the instruments of monetary policy available to the FRB are conducting open market operations in United States government securities, changing the discount rates of borrowings of depository institutions, imposing or changing reserve requirements against depository institutions’ deposits, and imposing or changing reserve requirements against certain borrowings by banks and their affiliates.

These methods are used in varying degrees and combinations to directly effect the availability of bank loans and deposits, as well as the interest rates charged on loans and paid on deposits. The policies of the FRB have a material effect on our business, results of operations and financial condition.

Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act of 2002 imposed significant new responsibilities on publicly held companies such as North Fork, particularly in the area of corporate governance. We, like other public companies, have reviewed and reinforced our internal controls and financial reporting procedures in response to the various requirements of Sarbanes-Oxley and implementing regulations issued by the Securities and Exchange Commission and the New York Stock Exchange. We have observed and will continue to observe full compliance with these new legal requirements. We have always emphasized best practices in corporate governance as the most effective way of assuring shareholders that their investment is properly managed and their interests remain paramount.

The discussion in the preceding pages of various aspects of law and regulation is merely a summary which does not purport to be complete and which is qualified in its entirety by reference to the actual statutes and regulations.

Certification to the New York Stock Exchange on Corporate Governance

The Chief Executive Officer of the Company has certified to the New York Stock Exchange under the NYSE’s Rule 303A.12, that he is not aware of any violation by the Company of NYSE corporate governance listing standards.

Employees

As of December 31, 2005, we had 7,546 full-time employees and 1,380 part-time employees. We do not maintain collective bargaining agreements with any groups of employees. We consider our relationship with our employees to be very good, allowing us to retain key employees, while attracting talented new personnel.


Item 1A	*— Risk Factors*

Risk is an inherent part of our business and activities. Certain risks such as geographic diversity, liquidity, assets/liability management and capital adequacy are explained more fully in other sections of the Managements Discussion and Analysis. Additional factors effecting our company include:

Changes in the interest rate environment may negatively affect interest margins, mortgage loan originations and the valuation of mortgage servicing rights. Our net interest income from loans and investments is significantly affected by market rates of interest, which in turn are affected by prevailing economic conditions and by the fiscal and monetary policies of the deferral government and various regulatory agencies. Volatility in interest rates can also result in the flow of funds away from financial institutions into direct investments. Changes in interest rates can effect the origination of loans and the rates received on loans.

The allowance for loan losses may not be adequate to cover actual losses. Our allowance for loan losses is based on historical loss experience, as well as an evaluation of the risks associated with the loan portfolio. Our allowance for loan losses may not be adequate to cover actual loan losses, and this could adversely and materially affect our financial results.

Acquisitions may not produce revenue enhancements and may result in unforeseen integration difficulties. We have made several recent acquisitions, and are always exploring opportunities to expand. Difficulty in integrating an acquired business may cause us not to realize expected revenue increases and cost savings, and may cause higher than expected deposit attrition, disruption of the our business, and may otherwise adversely affect our ability to achieve the anticipated benefits of the acquisition.

We face system failure risks and security risks. The computer systems and network infrastructure we and others use could be vulnerable to unforeseen problems. Fire, power loss or other failures may effect our computer equipment and other technology. Also, our computer systems and network infrastructure could be damaged by “hacking” and “identity theft.”

Our business could suffer if we fail to retain skilled people. Our success depends on our ability to retain key employees. Competition for the best people is intense, and we may not be able to retain the best possible employees.

Future governmental regulation and legislation and changes in monetary policy could limit growth. We are subject to extensive state and federal regulation, supervision and legislation that govern all aspects of its operation. Changes to these laws could affect us and diminish the value of our business. Also, actions by monetary and fiscal authorities, including the Federal Reserve, could have an adverse effect on our business and earnings.

Competitive pressures among financial services companies which may increase significantly. We operate in a highly competitive industry that could become more competitive as a result of legislative, regulatory and technological changes. We compete with several types of financial institutions, and technological changes have lowered the barriers to entry and made it possible for non-banks to offer products traditionally provided by banks.

Acts or threats of terrorism, military activity, and other political actions could adversely affect general economic or industry conditions. Geopolitical conditions may affect our earnings. Furthermore, acts of terrorism, and the government’s reaction to such acts, could affect our business and earnings.

A natural disaster could harm our business. Natural disasters could harm our operations directly through interference with communications, including the interruption or loss of our websites, which would prevent us from gathering deposits, originating loans and processing and controlling its flow of business, as well as through the destruction of facilities and our operational, financial and management information systems.

The risks factors described above are not the only risks that may have a material adverse effect us. Additional risks and uncertainties also could adversely affect our business and results. If any of these risks actually occur, our business, financial condition or results of operations could be negatively affected, the market price for your securities could decline, and you could lose all or a part of your investment. Further, to the extent that any of the information contained in this Annual Report on Form 10-K constitutes forward-looking statements, the risk factors set forth above also are cautionary statements identifying important factors that could cause our actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company.


Item 1B	*— Unresolved Staff Comments*

None.


Item 2	*— Properties*

Our principal executive and administrative offices are located in two adjacent facilities located in Melville, New York. These facilities comprise approximately 260,000 square feet of leased space, pursuant to lease agreements expiring in 2018 (with options to renew for up to 10 additional years). We occupy a 75,000 square foot operations center that we own in Mattituck, New York. The main office of North Fork Bank also is in Mattituck and the main office of Superior Savings of New England, N.A. is in Branford, Connecticut, of which both are owned facilities. The principal offices of GreenPoint Mortgage are located in Novato, California and is comprised

125,000 square feet of leased space, pursuant to a lease agreement that expires in 2011 (with options to renew for up to 10 additional years). GPM also occupies a 35,000 square foot servicing center, that we own, in Columbus, Georgia.

At December 31, 2005, of our 355 retail bank branches, 117 were owned and 238 were leased under long-term lease arrangements expiring at various times through 2026. In addition, GreenPoint Mortgage operates 45 retail and wholesale branches throughout the United States, all of which are leased.

Additional information regarding properties is included elsewhere in this Form 10-K, in Item 8, Notes to Consolidated Financial Statements, Note 6 — “Premises and Equipment” and Note 17 — “Other Commitments and Contingent Liabilities.” We are also subject to leases for other facilities that have been vacated as a result of consolidation following acquisitions. We have subleased certain of these vacated facilities.


Item 3	*— Legal Proceedings*

We are subject to certain pending and threatened legal actions which arise out of the normal course of our business, including typical customer claims and counterclaims arising out of the retail banking and mortgage banking business. We believe that the resolution of any pending or threatened litigation will not have a material adverse effect on our financial condition or results of operations.


Item 4	*— Submission of Matters To a Vote of Security Holders*

No matters were submitted to a vote of stockholders during the fourth quarter of 2005.


Item 4A	*— Executive Officers of the Registrant*

The following information is provided for the holding company’s executive officers as of January 1, 2006. Each of the listed executives is also a director of the holding company. The executives are elected annually by the Board of Directors.

John A. Kanas, 59, has been the President of our holding company since it was organized in 1981, and the President of North Fork Bank since 1977. He has been the Chairman of the Board of the holding company since 1986 and of North Fork Bank since 1987, and the Chief Executive Officer of the holding company and North Fork Bank since 1988.

John Bohlsen, 63, has been the Vice Chairman of the Board of our holding company and of North Fork Bank since 1992 and a member of the Board of Directors since 1986.

Daniel M. Healy, 63, has been the Executive Vice President and Chief Financial Officer of our holding company and of North Fork Bank since 1992 and a member of the Board of Directors since 2000.

PART II


Item 5 —	*Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities*

The outstanding shares of our common stock are listed and traded on the New York Stock Exchange under the symbol NFB. Information relating to the high and low sales prices of our common stock for each full quarterly period during 2005 and 2004 is set forth under Item 8, “Notes to Consolidated Financial Statements”, Note 22 — “Quarterly Financial Information” of the Annual Report on Form 10-K. As of March 3, 2006, there were 13,712 holders of record of North Fork common stock.

On December 13, 2005, the Board of Directors approved a 14% increase in its regular quarterly cash dividend to $.25 per common share. We declared quarterly cash dividends on our common stock in the amount of $.22 per share for each of the first three quarters of 2005. Quarterly cash dividends paid in 2004, were $.20 per share for each of the first two quarters and $.22 per share for the third and fourth quarters. Additional information regarding dividends and restrictions thereon, and market price information is included elsewhere in this Form 10-K, in Item 7,

Management’s Discussion and Analysis — “Capital‘ Item 7A, Quantitative and Qualitative Disclosures About Market Risk — “Liquidity Risk Management” and Item 8, Notes to Consolidated Financial Statements, Note 20 — “Capital,” and Note 22 — “Quarterly Financial Information”.

Issuer Purchases of Equity Securities

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

Maximum Number

Total Number of

of Shares that

Total Number

Average

Shares Purchased as

may yet be

of Shares

Price Paid

Part of Publicly

Purchased Under

Period

Purchased

per Share

Announced Program

the Program(1)

October 1, 2005-October 31, 2005

3,720,000

24.47

3,720,000

12,203,650 Shares

November 1, 2005-November 30, 2005

5,989,400

26.36

5,989,400

6,214,250 Shares

December 1, 2005-December 31, 2005

3,842,800

27.44

3,842,800

2,371,450 Shares


(1)		Under the provisions of our share repurchase program previously authorized by the Board of Directors, we repurchased 14.9 million shares at an average cost of $26.24 during 2005. As of December 31, 2005, 2.4 million shares were available to be purchased under the program. On January 24, 2006, the Board of Directors authorized the repurchase of an additional 12 million shares increasing the total remaining authorized for repurchase to 14.4 million. As of March 6, 2006, 5.1 million shares remain available to be purchased under the program. The current program has no fixed expiration date. Repurchases are made in the open market or through privately negotiated transactions.


Item 6 —	*Selected Financial Data*

Selected financial data for each of the years in the five-year period ended December 31, 2005 are set forth below. Our consolidated financial statements and notes thereto as of December 31, 2005 and 2004 and for each of the years in the three-year period ended December 31, 2005 are included elsewhere in this Form 10-K.


	2005		2004		2003		2002		2001
(In thousands, except ratios and per share amounts)

Earnings Summary:
Interest Income (tax equivalent basis)(1)	$	2,826,336	$	1,609,866	$	1,135,642	$	1,212,225	$	1,129,961
Interest Expense		968,600		402,931		295,389		348,203		444,564

Net Interest Income (tax equivalent basis)(1)		1,857,736		1,206,935		840,253		864,022		685,397
Less: Tax Equivalent Adjustment		47,855		31,714		24,739		22,244		19,438

Net Interest Income		1,809,881		1,175,221		815,514		841,778		665,959
Provision for Loan Losses		36,000		27,189		26,250		25,000		17,750

Net Interest Income after Provision for Loan Losses		1,773,881		1,148,032		789,264		816,778		648,209

Non-Interest Income		259,426		171,654		119,004		116,368		100,166
Mortgage Banking Income		420,838		60,842		10,065		—		—
Securities Gains, net		10,139		12,656		15,762		4,517		8,729
Gain on Sale of Other Investments		15,108		3,351		—		—		—
Gain on Sale of Facilities		—		—		10,980		3,254		—
Non-Interest Expense		1,009,467		555,802		333,915		305,186		231,207
Facility Closures Expense		15,382		—		—		—		—
Debt Restructuring Costs		—		—		11,955		—		—
Amortization of Goodwill		—		—		—		—		19,815

Income Before Income Taxes		1,454,543		840,733		599,205		635,731		506,082
Provision for Income Taxes		505,696		287,737		202,840		218,838		174,598

Net Income	$	948,847	$	552,996	$	396,365	$	416,893	$	331,484


	2005		2004		2003		2002		2001
(In thousands, except ratios and per share amounts)

Per Share:
Net Income — Basic	$	2.03	$	1.88	$	1.75	$	1.74	$	1.38
Net Income — Diluted		2.01		1.85		1.73		1.72		1.37
Cash Dividends		.91		.84		.74		.67		.58
Book Value at December 31,		19.28		18.78		6.46		6.36		5.88
Tangible Book Value at December 31,(4)		6.36		6.03		4.61		4.58		4.13
Market Price at December 31,		27.36		28.85		26.95		22.49		21.33
Balance Sheet Data at December 31,:
Total Assets	$	57,616,871	$	60,667,055	$	20,969,374	$	21,420,834	$	17,239,836
Securities:
Available-for-Sale		11,295,977		15,444,625		7,136,275		8,563,625		5,051,290
Held-to-Maturity		104,210		142,573		190,285		307,878		709,965
Loans Held-for-Sale		4,359,267		5,775,945		4,074		30,673		25,539
Loans Held-for-Investment		33,232,236		30,453,334		12,341,199		11,338,466		10,374,152
Goodwill and Identifiable Intangibles		6,032,207		6,029,011		423,259		423,464		427,274
Demand Deposits		7,639,231		6,738,302		4,080,134		3,417,534		2,702,753
Interest Bearing Deposits		28,977,342		28,074,126		11,035,981		9,774,996		8,600,553
Federal Funds Purchased & Collateralized Borrowings		9,700,621		14,593,027		3,221,154		5,401,000		3,692,182
Other Borrowings		1,477,364		1,506,318		743,476		775,799		252,097
Stockholders’ Equity		9,002,241		8,881,079		1,478,489		1,514,053		1,437,008
Average Balance Sheet Data:
Total Assets	$	59,654,951	$	32,900,140	$	21,336,071	$	18,864,525	$	15,635,865
Securities		13,505,272		10,002,003		7,955,837		6,528,622		4,744,290
Total Loans		37,628,560		19,242,743		11,794,243		10,946,247		9,829,856
Goodwill and Identifiable Intangibles		6,025,224		2,022,934		424,474		425,041		351,051
Total Deposits		36,726,399		21,939,334		14,166,580		12,165,896		10,009,868
Federal Funds Purchased & Collateralized Borrowings		11,552,017		5,915,714		4,524,192		4,214,834		3,736,820
Other Borrowings		1,495,180		937,519		770,069		460,866		252,085
Stockholders’ Equity		9,160,693		3,684,525		1,515,773		1,652,897		1,417,381


	2005			2004			2003			2002			2001
(In thousands, except ratios)


Return on Average Assets		1.59	%		1.68	%		1.86	%		2.21	%		2.12	%
Return on Average Tangible Assets(3)		1.81			1.82			1.91			2.27			2.31
Return on Average Equity		10.36			15.01			26.15			25.22			23.39
Return on Average Tangible Equity(3)		31.02			33.88			36.54			34.16			33.09
Efficiency Ratio(2)		37.98			37.56			34.30			31.10			29.70
Net Interest Margin(1)		3.63			4.09			4.24			4.93			4.69
Dividend Payout Ratio		46			47			43			39			43
Average Equity to Average Assets		15.36			11.20			7.11			8.77			9.07
Tier 1 Capital Ratio		10.26			9.90			10.49			11.43			11.82
Risk Adjusted Capital Ratio		12.73			12.50			15.53			16.77			12.81
Leverage Capital Ratio		6.70			6.22			6.47			6.46			7.68
Allowance for Loan Losses to Non-Performing Loans Held-For-Investment		703			158			920			941			709
Non-Performing Loans to Loans Held-For-Investment		.09			.44			.11			.11			.14
Non-Performing Assets to Total Assets		.09			.35			.07			.06			.09
Weighted Average Shares Outstanding:
Basic		467,306			294,491			226,304			239,659			239,345
Diluted		472,791			299,219			228,774			242,473			242,073


		The 10-K contains supplemental financial information, described in the following notes, which has been determined by methods other than U.S. Generally Accepted Accounting Principles (“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)		Interest income on a tax equivalent basis includes the additional amount of interest income that would have been earned if our investment in certain tax-exempt interest earning assets had been made in tax-exempt assets subject to federal, state and local income taxes yielding the same after-tax income.

(2)		The efficiency ratio is used by the financial services industry to measure an organization’s operating efficiency. The efficiency ratio represents non-interest expense, net of amortization of identifiable intangible assets and goodwill, facility closures expense and debt restructuring costs to net interest income on a tax equivalent basis and non-interest income, net of securities and facilities gains, temporary impairment on mortgage servicing rights and gain on sale of other investments.

(3)		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.

		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.


	*2005*			*2004*			*2003*			*2002*			*2001*

(In thousand, except ratios and per share amounts)
*RETURN ON TANGIBLE ASSETS*
Net Income	$	948,847		$	552,996		$	396,365		$	416,893		$	331,484
Plus: Amortization of Identifiable Intangibles and Goodwill (Net of tax)		23,902			9,939			2,360			2,497			21,321

Net Income plus Amortization of Identifiable Intangibles (Net of tax)	$	972,749		$	562,935		$	398,725		$	419,390		$	352,805

Average Assets	$	59,654,951		$	32,900,140		$	21,336,071		$	18,864,525		$	15,635,865
Less: Average Identifiable Intangibles & Goodwill		6,025,224			2,022,934			424,474			425,041			351,051

Average Assets less Average Identifiable Intangibles & Goodwill	$	53,629,727		$	30,877,206		$	20,911,597		$	18,439,484		$	15,284,814

*RETURN ON AVERAGE TANGIBLE EQUITY*
Net Income plus Amortization of Identifiable Intangibles and Goodwill (Net of tax)	$	972,749		$	562,935		$	398,725		$	419,390		$	352,805

Average Stockholders’ Equity	$	9,160,693		$	3,684,525		$	1,515,773		$	1,652,897		$	1,417,381
Less: Average Identifiable Intangibles & Goodwill		6,025,224			2,022,934			424,474			425,041			351,051

Average Stockholders’ Equity less Average Identifiable Intangibles & Goodwill	$	3,135,469		$	1,661,591		$	1,091,299		$	1,227,856		$	1,066,330

Return on Average Tangible Assets		1.81	%		1.82	%		1.91	%		2.27	%		2.31	%
Return on Average Tangible Equity		31.02	%		33.88	%		36.54	%		34.16	%		33.09	%


(4)		Tangible Book Value is calculated by dividing period end stockholders’ equity, less period end goodwill and identifiable intangible assets, by period end shares outstanding.

2005

2004

2003

2002

2001

(In thousands, except ratios and per share amounts)

TANGIBLE BOOK VALUE

Period End Stockholders’ Equity

9,002,241

8,881,079

1,478,489

1,514,053

1,437,008

Less: Goodwill and Identifiable Intangible Assets

6,032,207

6,029,011

423,259

423,464

427,274

Period End Stockholders’ Equity Less Intangibles

2,970,034

2,852,068

1,055,230

1,090,589

1,009,734

End of Period Shares Outstanding

467,016

472,843

228,783

238,135

244,333

Tangible Book Value

6.36

6.03

4.61

4.58

4.13


Item 7	*— Management’s Discussion and Analysis of Financial Condition and Results of Operations*

Unless specifically stated otherwise, all references to 2005, 2004 and 2003 refer to our fiscal year ended. When we use the terms “North Fork”, “we”, “us” and “our” we mean North Fork Bancorporation, Inc. and its subsidiaries.

In this discussion, we have included statements that may constitute “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. These statements relate to our future plans and objectives, among other things. By identifying these statements for you in this manner, we are alerting you to the possibility that our actual results may differ, possibly materially, from those indicated in the forward-looking statements. Additional information and examples of statements that may constitute forward-looking statements and important risk factors

which could cause our results to differ from those indicated can be found elsewhere in this Form 10-K, in the section entitled “Forward-Looking Statements”.

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. It is not a “financial holding company” as defined under the federal law. 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 353 retail bank branches in the New York Metropolitan area. We also operate a nationwide mortgage business GreenPoint Mortgage Funding Inc. (“GreenPoint Mortgage” or “GPM”). 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., which focuses on telephonic and media-based generation of deposits.

On March 12, 2006, North Fork announced that it had entered into an Agreement and Plan of Merger with Capital One Financial Corporation (Capital One) pursuant to which North Fork would merge with and into Capital One, with Capital One continuing as the surviving corporation. Capital One, headquartered in McLean, Virginia, is a financial holding company whose banking and non-banking subsidiaries market a variety of financial products and services. Its primary products and services offered through its subsidiaries include credit card products, deposit products, consumer and commercial lending, automobile and other motor vehicle financing, and a variety of other financial products and services to consumers, small business and commercial clients.

Subject to the terms and conditions of the merger agreement, each holder of North Fork common stock will have the right, subject to proration, to elect to receive, for each share of North Fork common stock, cash or Capital One common stock, in either case having a value equal to $11.25 plus the product of 0.2216 times the average closing sales price of Capital One’s common stock for the five trading days immediately preceding the merger date. Based on Capital One’s closing NYSE stock price of $89.92 on March 10, 2006, the transaction is valued at $31.18 per North Fork share, for a total transaction value of approximately $14.6 billion. North Fork stock options vest upon a change in control and will be converted into options on shares of Capital One’s common stock in connection with the closing, if not exercised before that time. North Fork’s restricted shares outstanding also vest upon a change in control. Each outstanding North Fork restricted share will be converted into the right to receive the per share merger consideration elected by the holder of the North Fork restricted share, subject to proration.

The merger is subject to certain conditions, including approval by North Fork stockholders and Capital One stockholders, receipt of regulatory approvals and other customary closing conditions, and is expected to close in the fourth quarter of 2006.

Our operating activities are divided into two primary business segments, Retail Banking and Mortgage Banking:

Retail Banking — Retail banking is conducted principally through North Fork Bank. North Fork Bank operates 353 branches located in the New York Metropolitan 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.

We actively participate in community development lending, both through North Fork Bank and through a separate community development subsidiary.

Mortgage Banking — Our mortgage banking segment originates, sells and services a wide variety of mortgages secured by 1-4 family residences and small commercial properties. Most loans are originated through a national wholesale loan broker and correspondent lender network. We offer a broad range of mortgage loan products, to provide maximum flexibility to borrowers, including Jumbo A, specialty, conforming agency mortgage loans, home equity loans and commercial loans. Originations are generally sold into the secondary market and, from time to time, are securitized if market conditions warrant such execution. Certain products including commercial mortgages, are retained in the Bank’s loan portfolio. We have established loan distribution channels with various financial institutions including banks, investment banks, broker-dealers, and real estate investment trusts (REITs), as well as both Fannie Mae and Freddie Mac. During 2005, we originated $42.3 billion and sold $37.1 billion in loans at an average gain on sale totaling 116 basis points. The composition of total loan originations was: 45% Specialty, 35% Jumbo A, 13% Home Equity and 7% Agency. Option ARMs, both Alt-A and Jumbo A, accounted for 30% of originations during 2005. All option ARM originations are sold into the secondary market, servicing released. Mortgage originations for new purchases represented 48% of production in 2005. The weighted average FICO score for all originations was 720. We do not originate sub prime loans, nor will we sacrifice quality to drive origination volume and gain on sales.

The following table sets forth a summary reconciliation of each business segment’s contribution to consolidated pre-tax earnings as reported:

Segment Results


Summary Consolidated Net Income	2005		Contribution %

(Dollars in thousands)
Retail Banking	$	782,476		82	%
Mortgage Banking(1)		157,608		17
Gain on Sale of Other Investment(2)		8,763		1

Consolidated Net Income	$	948,847		100	%


(1)		Excludes net inter-company activity of $28.0 million.

(2)		Represents a gain on sale, net of tax from our minority interest in a non-public finance entity.

Estimates

Our significant accounting polices are described in Item 8, Notes to Consolidated Financial Statement, Note 1 — “Business and Summary of Significant Accounting Policies”. Some of these policies require us to make estimates and assumptions are based on difficult, complex or subjective judgments, of which some are inherently uncertain and can materially affect asset and liability valuations, revenues and expense levels, contingent assets and liabilities and disclosures. We have established certain policies and procedures to ensure that the information used in these estimates and assumptions is appropriate.

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 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 1-4 Family 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 Held-for-Investment.” An important consideration is our concentration of real estate related loans.

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 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.

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 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 right to service mortgage loans for others, or Mortgage Servicing Rights (“MSRs”), is recognized when mortgage loans are sold in the secondary market and the right to service those loans for a fee is retained. The MSRs 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. Fair value of the MSRs is determined using the present value of the estimated future cash flows of net servicing income. MSRs are carried at the lower of the initial carrying value, adjusted for amortization, or fair value. MSRs are amortized in proportion to, and over the period of, estimated net servicing income. The amortization of MSRs 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.

MSRs 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 MSRs is recorded. The periodic evaluation of MSRs 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.

Financial Overview

In reading management’s discussion and analysis consideration should be given to the GreenPoint and TCNJ acquisitions and their impact on comparative operating results. Net income for 2005 was $948.8 million or diluted earnings per share of $2.01 as compared to $553.0 million or diluted earnings per share of $1.85 for 2004. Returns

on average tangible assets and average tangible equity for 2005 were 1.81% and 31.02%, respectively as compared to 1.82% and 33.88%, respectively for 2004.

Major accomplishments achieved during 2005 include the following:


	•	Increased net income 72% for 2005 compared to 2004, with a 9% increase in diluted earnings per share

	•	Experienced 30% growth in commercial loans

	•	Reduced non-performing assets 77%

	•	Originated $42.3 billion in loans through our mortgage banking subsidiary

	•	Increased quarterly cash dividends 14% to $.25 per common share

	•	Initiated a balance sheet repositioning and capital management program due to the prevailing interest rate environment

	•	Redeployed excess capital by repurchasing 14.9 million shares at an average cost of $26.24

	•	Successfully integrated GreenPoint’s systems and operations

Balance Sheet Repositioning

In response to the Federal Reserve Bank raising short-term interest rates, while long-term rates remained fairly constant, we reevaluated our asset/liability strategy. To stabilize the net interest margin, which has been declining and reduce our interest rate risk exposure, we liquidated lower yielding assets through portfolio sales and cash flows. The liquidity generated throughout 2005 was utilized to repay short-term borrowings, fund commercial loan growth and redeploy excess capital through share repurchases.

This balance sheet repositioning started in the second quarter of 2005 with the sale of $2.4 billion in securities and residential loans held-for-investment. As this interest rate environment persisted throughout the remainder of 2005, we continued to reduce lower yielding assets through portfolio cash flows. In 2005, securities and borrowings declined by $4.2 billion and $5.0 billion, respectively, while commercial loans grew by $2.5 billion. Commercial loans represented 33% of total loans at December 31, 2005 compared to 28% in the prior period. In addition, we reduced our reliance on residential mortgage loans during the year. Residential mortgages represented 45% of total loans at December 31, 2005 compared to 51% at December 31, 2004. We also repurchased 14.9 million shares at an average price of $26.24 during 2005. As a result of this strategy, we have elected to reduce current earnings in exchange for a more prudent balance sheet. We anticipate this strategy will remain unchanged in the near term.

It is important to note that future net interest income, margin trends and earnings per share trends will continue to be dependent upon the magnitude of commercial loan demand, deposit growth and the movement of market interest rates. Future operating results will also be impacted by trends in the overall economy.

Net Interest Income

Net interest income is the difference between interest income earned on assets, such as loans and securities and interest expense paid on liabilities, such as deposits and borrowings. It constituted 72% of total revenue (defined as net interest income plus non-interest income) during 2005. 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.

The following table presents an analysis of net interest income by each major category of interest earning assets and interest-bearing liabilities for the years ended December 31,


	2005								2004								2003
	Average					Average			Average					Average			Average					Average
	Balance		Interest			Rate			Balance		Interest			Rate			Balance		Interest			Rate

(Dollars in thousands)
Interest Earning Assets:
Loans Held-for-Sale(2)	$	5,342,825	$	285,221			5.34	%	$	1,228,540	$	64,391			5.24	%	$	—	$	—			—	%
Loans Held-for-Investment (2)		32,285,735		1,887,767			5.85			18,014,203		1,081,681			6.00			11,794,243		790,688			6.70
Securities(1)		13,505,272		650,895			4.82			10,002,003		460,169			4.60			7,955,837		344,141			4.33
Money Market Investments		61,888		2,453			3.96			241,198		3,625			1.50			64,505		813			1.26

Total Interest Earning Assets		51,195,720		2,826,336			5.52	%		29,485,944		1,609,866			5.46	%		19,814,585		1,135,642			5.73	%

Non-Interest Earning Assets:
Cash and Due from Banks		1,022,408								702,192								441,839
Other Assets		7,436,823								2,712,004								1,079,647

Total Assets	$	59,654,951							$	32,900,140							$	21,336,071

Interest Bearing Liabilities:
Savings, NOW & Money Market Deposits	$	21,405,963	$	345,622			1.61	%	$	12,412,698	$	113,082			.91	%	$	7,527,161	$	58,008			.77	%
Time Deposits		7,951,771		179,630			2.26			4,287,479		66,056			1.54			2,961,129		54,127			1.83

Total Savings and Time Deposits		29,357,734		525,252			1.79			16,700,177		179,138			1.07			10,488,290		112,135			1.07
Federal Funds Purchased & Collateralized Borrowings		11,552,017		363,430			3.15			5,915,714		187,008			3.16			4,524,192		150,724			3.33
Other Borrowings		1,495,180		79,918			5.35			937,519		36,785			3.92			770,069		32,530			4.22

Total Borrowings		13,047,197		443,348			3.40			6,853,233		223,793			3.27			5,294,261		183,254			3.46

Total Interest Bearing Liabilities		42,404,931		968,600			2.28			23,553,410		402,931			1.71			15,782,551		295,389			1.87

Interest Rate Spread							3.24	%							3.75	%							3.86	%
Non-Interest Bearing Liabilities:
Demand Deposits		7,368,665								5,239,157								3,678,290
Other Liabilities		720,662								423,048								359,457

Total Liabilities		50,494,258								29,215,615								19,820,298
Stockholders’ Equity		9,160,693								3,684,525								1,515,773

Total Liabilities and Stockholders’ Equity	$	59,654,951							$	32,900,140							$	21,336,071

Net Interest Income and Net Interest Margin(3)				1,857,736			3.63	%				1,206,935			4.09	%				840,253			4.24	%
Less: Tax Equivalent Adjustment				(47,855	)							(31,714	)							(24,739	)

Net Interest Income			$	1,809,881							$	1,175,221							$	815,514


(1)		Unrealized gains/(losses) on available-for-sale securities are included in other assets.

(2)		For purposes of these computations, non-accrual loans are included in both loans held-for-sale and loans held-for-investment, net. Average loans held-for-sale and related interest income during 2003 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, 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, $1.27 and $1.05 during 2005; $1.77, $1.69, $1.63, $1.22 and $1.08 during 2004; and $1.77, $1.66, $1.55, $1.23 and $1.08 during 2003.

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


	2005 vs. 2004									2004 vs. 2003
	Change In									Change In
	Average			Average			Net Interest			Average		Average			Net Interest
Years Ended December 31,	Volume			Rate			Income			Volume		Rate			Income

(In thousands)
Interest Income from Earning Assets:
Loans Held-for-Sale	$	219,615		$	1,215		$	220,830		$	64,391	$	—		$	64,391
Loans Held-for-Investment		835,179			(29,093	)		806,086			380,668		(89,675	)		290,993
Securities		167,926			22,800			190,726			93,798		22,230			116,028
Money Market Investments		(4,073	)		2,901			(1,172	)		2,628		184			2,812

Total Interest Income		1,218,647			(2,177	)		1,216,470			541,485		(67,261	)		474,224

Interest Expense on Liabilities:
Savings, NOW & Money Market Deposits	$	112,556		$	119,984		$	232,540		$	43,005	$	12,069		$	55,074
Time Deposits		73,487			40,087			113,574			21,367		(9,438	)		11,929
Federal Funds Purchased and Collateralized Borrowings		177,609			(1,187	)		176,422			47,255		(10,971	)		36,284
Other Borrowings		26,818			16,315			43,133			5,478		(1,223	)		4,255

Total Interest Expense		390,470			175,199			565,669			117,105		(9,563	)		107,542

Net Change in Net Interest Income	$	828,177		$	(177,376	)	$	650,801		$	424,380	$	(57,698	)	$	366,682

During 2005, net interest income rose $634.7 million or 54% to $1.8 billion when compared to $1.2 billion in 2004, while the net interest margin declined 46 basis points from 4.09% to 3.63%. Net interest income growth resulted primarily from the GreenPoint and TCNJ acquisitions, commercial loan growth funded with core deposits (especially demand deposits) and to a lesser extent higher securities yields. Factors contributing to the decline in net interest margin included: (a) the 2004 acquisitions of GreenPoint and TCNJ, as both companies historically operated with net interest margins significantly lower than ours; (b) the impact of higher short-term interest rates on our funding costs (both deposits and borrowings); (c) the pressure placed on interest earning asset yields due to the flat yield curve and; (d) the impact of intense competition on deposit and loan pricing.

Interest income during 2005 increased $1.2 billion to $2.8 billion compared to the prior year. During this same period, the yield on average interest earning assets increased 6 basis points from 5.46% to 5.52%.

During 2005, average loans held-for-sale were $5.3 billion, with an average yield of 5.34%, resulting from GPM’s first full year of operations as part of North Fork. Period end loan balances totaled $4.4 billion and were funded principally with short-term borrowings. The yield and level of loans held-for-sale will fluctuate with changes in origination volumes and timing of loan sales.

Loans held-for-investment averaged $32.3 billion for 2005 representing an increase of $14.3 billion or 79% from 2004, while yields declined 15 basis points to 5.85%. A significant portion of the growth in average loans held-for-investment was due to the GreenPoint and TCNJ acquisitions. The acquired loan portfolios were concentrated in lower yielding residential mortgages, as compared to commercial loans, due to their risk profile, thereby contributing to the decline in loan yields. Since December 31, 2004, actual loan growth was $2.8 billion or 9% and resulted principally from higher yielding commercial loan growth. As of December 31, 2005 our loans

held-for-investments to deposits ratio was 90%, demonstrating our continued ability to fund loan growth with deposits. (See Financial Condition — Loans Held-For-Investment section for additional information).

Securities averaged $13.5 billion for 2005, representing a $3.5 billion or 35% increase from the prior year. The increase in securities resulted from the 2004 acquisitions. At December 31, 2005, securities were $11.4 billion, a decrease $4.2 billion or 27% when compared to December 31, 2004. This decline was due to our balance sheet and capital management program previously discussed. Yields improved 22 basis points to 4.82%, as we sold lower yielding securities and opportunistically reinvested in securities at current market interest rates.

Average interest bearing liabilities rose $18.9 billion to $42.4 billion, while overall funding costs increased 57 basis points to 2.28% during 2005. The increase in the interest bearing liabilities resulted from the 2004 acquisitions and significant organic deposit growth. The increase in funding costs was attributable to higher costing retail deposits acquired from GreenPoint, an increase in market interest rates, and the impact of intense competitions for deposits in our market.

Average demand deposits grew $2.1 billion or 41% to $7.4 billion in 2005. This growth is attributable to strong commercial loan activity which enhanced our net interest income and margin. Total demand deposits contributed 45 basis points to our net interest margin this year compared to 46 basis points in 2004. At year end, demand deposits represented 21% of total deposits. Average Savings, NOW and Money Market (“Core”) deposits increased $9.0 billion or 72% to $21.4 billion, while the corresponding cost of funds rose 70 basis points to 1.61%. The increase in funding costs was attributable to higher costing retail deposits acquired from GreenPoint, rising short-term interest rates and intense competition for deposits in our markets. Continued growth in core deposits was due in large measure to our focused effort on expanding the existing branch network, developing long-term deposit relationships with borrowers as demonstrated by commercial loan growth, the use of incentive compensation plans, and 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. Average time deposits grew $3.7 billion or 85% to $8.0 billion, while the corresponding cost of funds increased 72 basis points to 2.26%. These increases were due to the acquisitions and the impact of higher short-term interest rates.

Average federal funds purchased and collateralized borrowings rose $5.6 billion in 2005, while the cost of funds remained unchanged. This increase resulted from the funding requirements of loans held-for-sale. Accordingly, borrowing levels will fluctuate with the size of the loans held-for-sale portfolio. At December 31, 2005, actual federal funds purchased and collateralized borrowings declined $4.9 billion to $9.7 billion as compared to the same period of 2004, due to our balance sheet and capital management program and deposit growth. The use of interest rate swaps increased interest expense by approximately $2.6 million and $8.0 million in 2005 and 2004, respectively.

Average other borrowings increased $557.7 million to $1.5 billion in 2005, while the cost of funds rose 143 basis points to 5.35%. The increase in other borrowings resulted from the assumption of long-term debt from GreenPoint ($350 million in senior notes , $200 million in junior subordinated debt, and $150 million in subordinated debt). The use of interest rate swaps decreased interest expense by $8.7 million and $22.9 million, respectively, during 2005 and 2004.

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.

also given to the changed risk profile resulting from previous business combinations, customer knowledge, 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 — “Loan Portfolio.” An important consideration is our concentration of real estate related loans.

The methodology employed for assessing the appropriateness 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 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 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.

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 reflected in the table below. 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 information may lead management to consider that the overall allowance level should be greater than the amount determined by the allocation process described above.

The following table presents the allocation of the allowance for loan losses and the related percentage of loans in each category to total loans held-for-investment.


			% of					% of					% of					% of					% of
			Loans					Loans					Loans					Loans					Loans
Allowance For	2005		to Total			2004		to Total			2003		to Total			2002		to Total			2001		to Total
Loan Losses	Amount		Loans			Amount		Loans			Amount		Loans			Amount		Loans			Amount		Loans

(Dollars in thousands)
Multi-Family Mortgages	$	12,054		15	%	$	10,913		14	%	$	9,162		29	%	$	9,093		32	%	$	8,577		33	%
Residential Mortgages		60,427		45			65,130		51			15,039		20			16,592		22			17,741		26

Sub-Total		72,481		60			76,043		65			24,201		49			25,685		54			26,318		59

Commercial Mortgages		47,549		19			37,085		18			28,583		23			22,625		19			23,588		17
Commercial and Industrial		57,737		14			38,799		10			33,719		17			29,489		16			22,710		14
Consumer		31,774		5			37,840		5			22,134		9			20,537		9			17,525		8
Construction and Land		8,293		2			4,802		2			6,234		2			6,273		2			5,535		2
Unallocated		105		—			16,528		—			7,862		—			10,386		—			8,125		—

Sub-Total		145,458		40			135,054		35			98,532		51			89,310		46			77,483		41

Total	$	217,939		100	%	$	211,097		100	%	$	122,733		100	%	$	114,995		100	%	$	103,801		100	%

The following tables presents the impact of allocating the allowance for loan losses into our two primary portfolio segments for the years ended,


	December 31, 2005
				Residential &			Commercial &
	Total			Multi-Family			All Other Loans

(Dollars in thousands)
Loans Held-for-Investment	$	33,232,236		$	19,928,325		$	13,303,911
Allowance for Loan Losses		217,939			72,481			145,458
Non-Performing Loans Held-for-Investment		31,017			19,865			11,152
Allowance for Loan Losses to Loans-Held-for Investment		.66	%		.36	%		1.09	%
Allowance for Loan Losses to Non-Performing Loans Held-for-Investment		703	%		365	%		1,304	%


	December 31, 2004
				Residential &			Commercial &
	Total			Multi-Family			All Other Loans

(Dollars in thousands)
Loans Held-for-Investment	$	30,424,844		$	19,923,343		$	10,501,501
Allowance for Loan Losses		211,097			76,043			135,054
Non-Performing Loans Held-for-Investment		133,833			105,035			28,798
Allowance for Loan Losses to Loans-Held-for Investment		.69	%		.38	%		1.29	%
Allowance for Loan Losses to Non-Performing Loans Held-for-Investment		158	%		72	%		469	%

The provision for loan losses totaled $36.0 million for 2005, an increase of $8.8 million from 2004. The increase in the provision is consistent with the growth experienced in the loans held-for-investment portfolio. As of December 31, 2005, the ratio of the allowance for loan losses to non-performing loans held-for-investment increased to 703% when compared to 158%, at December 31, 2004. This improved coverage ratio resulted from our success in significantly decreasing our non-performing loans, while maintaining modest net charge-offs in 2005. Net charge-offs, as a percentage of average loans held-for-investment, was 9 basis points during 2005 compared

with 13 basis points in 2004. The allowance for loan losses to total loan held-for-investment was 66 basis points and 69 basis points, respectively for the same period.

The allowance for loan losses as a percentage of total loans held-for-investment for 2005 and 2004 was impacted by the level of comparatively low risk residential and multi-family loans acquired from GreenPoint. Residential and multi-family loans represented 60% and 65% of the total portfolio at December 31, 2005 and 2004, respectively. Historically, losses incurred on residential and multi-family loans have represented only a small percentage of net charge offs. (See the table below for additional detail regarding losses by loan type).

As a result of the process employed and giving recognition to all attendant factors associated with the loan portfolio, the allowance for loan losses at December 31, 2005 is considered to be adequate by management.

Transactions in the Allowance for Loan Losses are summarized as follows for the years ended December 31,:


	2005			2004			2003			2002			2001

(Dollars in thousands)
Loans Held-for-Investment, net:
Average Balance	$	32,285,735		$	18,014,203		$	11,794,243		$	10,946,247		$	9,829,856
End of Year		33,232,236			30,453,334			12,341,199			11,338,466			10,374,152

Analysis of Allowance for Loan Losses:
Balance at Beginning of Year	$	211,097		$	122,733		$	114,995		$	103,801		$	89,653
Loans Charged-Off:
Consumer		25,136			23,590			14,701			14,794			13,626
Commercial & Industrial		11,660			11,782			11,783			4,893			3,581
Commercial Mortgages		1,326			29			35			1,023			535
Residential Mortgages		6,545			1,170			102			567			509
Multi-Family Mortgages		—			—			13			16			2
Construction and Land		137			—			—			—			—

Total Charge-Offs		44,804			36,571			26,634			21,293			18,253
Recoveries of Loans Charged-Off:
Consumer		9,186			8,231			6,181			6,295			6,263
Commercial & Industrial		3,385			3,418			1,431			1,120			1,139
Commercial Mortgages		61			878			293			37			137
Residential Mortgages		2,964			242			208			33			126
Multi-Family Mortgages		49			—			9			2			—
Construction and Land		1			—			—			—			88

Total Recoveries		15,646			12,769			8,122			7,487			7,753
Net Loans Charged-Off		29,158			23,802			18,512			13,806			10,500
Provision for Loan Losses		36,000			27,189			26,250			25,000			17,750
Allowance Acquired from Acquisitions		—			84,977			—			—			6,898

Balance at End of Year	$	217,939		$	211,097		$	122,733		$	114,995		$	103,801

Net Charge-Offs to Average Loans Held-for-Investment		.09	%		.13	%		.16	%		.13	%		.11	%

Allowance for Loan Losses to Non-performing Loans Held- for-Investment		703	%		158	%		920	%		941	%		709	%

Non-Interest Income

Non-interest income increased $457.0 million or 184% to $705.5 million for 2005 when compared to 2004. A significant portion of the growth achieved in each component of non-interest income resulted from the 2004 acquisitions. Mortgage banking income increased $360.0 million to $420.8 million compared to $60.8 million in 2004. Mortgage banking income is comprised of gains on sales of loans held-for-sale and mortgage servicing fees, net of amortization of mortgage servicing rights and changes for temporary impairment charges on mortgage servicing rights and is more fully explained in the “Mortgage Banking” section of this discussion and analysis. Customer related fees and service charges improved due to the organic growth in our commercial client base and the impact of GreenPoint’s consumer customers. Investment management, commissions and trust fees benefited from the acquisitions, increasing our consumer customer base and the demand for alternative investment products. Other operating income improved $21.6 million or 67.5% to $53.6 million in 2005 due to (a) $7.0 million increase in accretion on the net residual assets on corporate guarantees related to GreenPoint Credit LLC (See Notes to the Consolidated Financial Statements — Note 21— for additional information); (b) $4.0 million in additional income from Bank Owned Life Insurance Trusts; (c) $3.7 million increase in income from a minority interest in a non public mortgage finance company acquired in the GreenPoint acquisition and; (d) $5.2 million in gains recognized from the sale of loans held-for-investment. (See Balance Sheet and Capital Management section for additional information). Net securities gains, were $10.1 million for 2005 compared to $12.7 million in 2004. Securities gains were derived principally from the sale of mortgage-backed securities and certain debt and equity securities. These gains were partially offset by a $6.0 million write-down on approximately $577.0 million in securities that were identified as permanently impaired as of December 31, 2005. The gain on sale of other investments of $15.1 million resulted from the sale of our minority interest in a non-public mortgage finance entity.

Non-Interest Expense

Non-interest expense was $1.0 billion during 2005 representing an increase of $469.0 million when compared to 2004. A significant portion of the increase in 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, new branch openings, annual merit increases, increased health insurance costs and incentive based compensation growth linked to deposit and fee income generation. Increases in occupancy and equipment costs of $85.9 million and other operating costs of $103.0 million are also due to the new branch openings, upgrades to existing branches and facilities, technology investments, new business initiatives and support systems, and compliance costs associated with new regulatory matters. We have made, and will continue to make, significant investments in technology and delivery channels providing our customers with a wide array of easy to use and competitively priced products and services. Amortization of identifiable intangibles and related core deposit intangibles from the acquisitions. We incurred a facility and branch consolidation charges totaling $15.4 million in connection with the GreenPoint and TCNJ conversions into North Fork.

Our efficiency ratio which remains among the lowest in the banking industry was 37.98% and 37.56% for 2005 and 2004, respectively.

Income Taxes

The effective tax rate for 2005 was 34.8% as compared to 34.2% for 2004. (See Item 8, Notes to Consolidated Financial Statements Note 11 — “Income Taxes” for additional information).

Mortgage Banking

The following table sets forth certain financial highlights, inclusive of inter-company transactions, for our mortgage banking segment for the periods indicated:


	For the			For the
	Twelve Months			Twelve Months
	Ended December 31,			Ended December 31,
	2005			2004(1)

(In thousands)
Net Interest Income	$	109,143		$	42,423
Non-Interest Income:
Gain on Sale of Loans(2)		479,314			72,285
Mortgage Servicing Fees		144,102			31,080
Amortization of Mortgage Servicing Rights		(87,354	)		(20,841	)
Temporary Impairment — Mortgage Servicing Rights		(23,126	)		—
Other Operating Income		6,791			3,828
Total Non-Interest Income		519,727			86,352

Non-Interest Expense:
Employee Compensation & Benefits		188,568			43,657
Occupancy & Equipment Expense, net		39,812			11,003
Other Operating Expenses		80,606			18,519

Total Non-Interest Expense		308,986			73,179

Income Before Income Taxes		319,884			55,596
Provision for Income Taxes		134,337			19,027

Net Income	$	185,547		$	36,569

Total Assets	$	4,711,126		$	6,488,527


(1)		GreenPoint Mortgage was acquired on October 1, 2004.

(2)		Includes purchase accounting adjustments of $(.5) million and $56.4 million for the years ended December 31, 2005 and 2004, respectively.

For the years ended December 31, 2005 and 2004, the mortgage banking segment recognized net income of $185.5 million and $36.6 million, respectively. Net interest income for this segment was $109.1 million and $42.4 million, including inter-company interest expense of $178.2 million and $23.2 million during 2005 and 2004, respectively. Net interest income was the result of $5.3 billion and $1.2 billion in average loans held-for-sale, yielding 5.34% and 5.24% for the years ended December 31, 2005 and 2004, respectively. The gain on sale of loans totaled $479.3 million and $72.3 million, including $48.2 million and $18.6 million in inter-company loan sales during 2005 and 2004, respectively. Mortgage banking fees were $144.1 million and $31.1 million, including $43.9 million and $3.1 million in inter-company mortgage servicing fees, for the years ended December 31, 2005 and 2004, respectively.

During 2005, a $23.1 million temporary impairment charge on mortgage servicing rights was recognized due primarily to the adjustment of underlying loan prepayment assumptions caused by the increases in both the 2 year and 10 year treasury yields.

Loan originations in 2005 totaled $42.3 billion, while loans sold aggregated $37.1 billion with an average gain on sale margin of 116 basis points. The gain on sale margin was impacted by increased competition as certain of our competitors were willing to accept lower spreads in the specialty segment to maintain volume and to offset narrower spreads in their other product offerings.

The composition of loans originationed during 2005 was: 45% Specialty, 35% Jumbo A, 13% Home Equity and 7% Agency. Option ARMs, both Alt-A and Jumbo accounted for 30% of originations. All option ARM

originations are sold into the secondary market, servicing released. Mortgage originations for new purchases represented 48% of production during the year. The weighted average FICO score for all originations was 720. 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 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 and 2004, 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 related 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 related sale margins are also impacted by pricing pressures caused by competition within the mortgage origination business.

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


	For the Year Ended December 31, 2005
	Mortgages		Mortgages		Gain on Sale			Gain on Sale
	Originated		Sold		Margin			(1)(2)

(Dollars in thousands)
Loan Type:
Specialty Products	$	19,148,814	$	18,360,430		1.27	%	$	233,028
Jumbo		14,910,451		10,674,484		0.87	%		92,876
Home Equity/Seconds		5,450,355		5,413,700		1.74	%		94,098
Agency		2,746,779		2,664,502		0.40	%		10,608

Total	$	42,256,399	$	37,113,116		1.16	%	$	430,610


	For the Year Ended December 31, 2004
	Mortgages		Mortgages		Gain on Sale			Gain on Sale
	Originated		Sold		Margin			(1)(2)

Loan Type:
Specialty Products	$	4,494,452	$	3,783,245		1.84	%	$	69,759
Jumbo		3,887,901		2,268,248		1.19	%		27,099
Home Equity/Seconds		1,630,798		953,463		1.30	%		12,395
Agency		532,202		585,038		0.14	%		816

Total	$	10,545,353	$	7,589,994		1.45	%	$	110,069


(1)		The gain on sale for the years ended December 31, 2005 and 2004 differs from the amounts reported under U.S. generally accepted accounting principles in the accompanying Consolidated Statements of Income due to a fair value adjustments of $(.5) million and $56.4 million on loans held-for-sale at October 1, 2004 which were sold during 2005 and 2004.

(2)		Excludes $48.2 million and $18.6 million of inter-company gain on sale of loans for the years ended December 31, 2005 and 2004, respectively

Financial Condition

Loans Held-for-Sale

The following table represents the components of loans held-for-sale at December 31,:


	2005		%			2004		%

(Dollars in thousands)
Residential Mortgages	$	3,824,547		89	%	$	4,339,581		76	%
Home Equity		496,656		11	%		1,380,247		24	%

Total	$	4,321,203		100	%	$	5,719,828		100	%
Deferred Origination Costs		38,064					56,117

Loans Held-For-Sale(1)	$	4,359,267				$	5,775,945


(1)		Residential loans classified as held-for-sale were $4.1 million, $30.7 million and $25.5 million for the years ended 2003, 2002 and 2001, respectively.

Loans Held-for-Investment

The following table represents the components of loans held-for-investment at December 31,:


	2005				2004				2003					2002					2001

(Dollars in thousands)
Commercial Mortgages	$	6,206,416	19	%	$	5,369,656	18	%	$	2,814,103		23	%	$	2,194,092		19	%	$	1,766,991		17	%
Commercial & Industrial		4,709,440	14			3,046,820	10			2,145,798		17			1,776,419		16			1,487,819		14

Total Commercial		10,915,856	33			8,416,476	28			4,959,901		40			3,970,511		35			3,254,810		31
Residential Mortgages		15,068,443	45			15,668,938	51			2,399,232		20			2,476,715		22			2,621,651		26
Multi-Family Mortgages		4,821,642	15			4,254,405	14			3,634,533		29			3,640,039		32			3,414,209		33
Consumer		1,558,782	5			1,604,863	5			1,095,529		9			1,040,490		9			876,241		8
Construction and Land		829,273	2			480,162	2			283,243		2			232,227		2			221,381		2

Total	$	33,193,996	100	%	$	30,424,844	100	%	$	12,372,438		100	%	$	11,359,982		100	%	$	10,388,292		100	%
Deferred Origination Costs and Fees, net		38,240				28,490				(31,239	)				(21,516	)				(14,140	)

Loans Held-For-Investment	$	33,232,236			$	30,453,334			$	12,341,199				$	11,338,466				$	10,374,152

Loans held-for-investment increased $2.8 billion or 9.1% when compared to $30.5 billion in 2004. Consistent with our balance sheet management strategy, commercial loans grew $2.5 billion or 30% during the year, while residential mortgages declined $600 million or 4%. Commercial loans as a percentage of total loans increased to 33% during 2005 from 28% during 2004, while residential loans declined from 51% to 45%. We anticipate this trend to continue in the near term.

Commercial loan growth benefited 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 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 in New York and enter the asset based lending and structured finance business through our subsidiary, North Fork Business Capital Corp.

Although we have deemphasized residential loans in favor of higher yielding commercial loans, the quality of our residential mortgage portfolio remains excellent. The weighted average FICO score at December 31, 2005 was 731. 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 37% of the portfolio, while the average loan amount was $274 thousand. We do not portfolio option ARMs, negative amortization loans or home equity loans. Future decisions to retain residential loans will be impacted by mortgage origination volumes, growth in other loan categories and deposit growth.

Consumer loans, which are mostly comprised of indirect auto loans, have begun to stabilize in volume as automobile manufacturers are no longer offering the aggressive incentives and financing programs they had in the past.

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 New York Metropolitan 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 New York Metropolitan area and California. Commercial mortgages are secured by professional office buildings, retail stores, shopping centers and industrial developments.

Multi-family loans grew $567.2 million or 13.3% during 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 New York Metropolitan 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.

Real estate underwriting standards include various limits on loan-to-value ratios based on property type, 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 originated is $19,400 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 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.

The following are approximate contractual maturities and sensitivities to changes in interest rates of certain loans, exclusive of non-commercial real estate mortgages, consumer and non-accrual loans as of December 31, 2005:


			Due After
			One but
	Due Within		Within Five		Due After
	One Year		Years		Five Years		Total

(In thousands)
Types of Loans:
Multi-Family Mortgages	$	104,720	$	2,835,691	$	1,881,231	$	4,821,642
Commercial Mortgages		557,237		3,316,296		2,332,883		6,206,416
Commercial		1,971,467		1,702,072		1,035,901		4,709,440
Construction & Land		764,988		37,772		26,513		829,273

Total	$	3,398,412	$	7,891,831	$	5,276,528	$	16,566,771

Rate Provisions:
Amounts with Fixed Interest Rates	$	601,671	$	6,206,786	$	4,844,050	$	11,652,507
Amounts with Adjustable Interest Rates		2,796,741		1,685,045		432,478		4,914,264

Total	$	3,398,412	$	7,891,831	$	5,276,528	$	16,566,771

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 property acquired through foreclosure or deed in lieu of foreclosure. The components of non-performing assets are detailed below:


	2005			2004			2003			2002			2001

(Dollars in thousands)
Loans Ninety Days Past Due and Still Accruing	$	3,457		$	5,269		$	2,268		$	4,438		$	4,146
Non-Accrual Loans		27,560			128,564			11,072			7,778			10,490

Non-Performing Loans Held-for-Investment		31,017			133,833			13,340			12,216			14,636
Non-Performing Loans Held-for-Sale		13,931			60,858			—			—			—

Total Non-Performing Loans		44,948			194,691			13,340			12,216			14,636
Other Real Estate		4,101			17,410			313			295			315

Total Non-Performing Assets	$	49,049		$	212,101		$	13,653		$	12,511		$	14,951

Allowance for Loan Losses to Non- Performing Loans Held-For Investment		703	%		158	%		920	%		941	%		709	%
Allowance for Loan Losses to Total Loans Held-For-Investment		.66			.69			.99			1.01			1.00
Non-Performing Loans Held-For-Investment to Total Loans Held-For-Investment		.09			.44			.11			.11			.14
Non-Performing Assets to Total Assets		.09			.35			.07			.06			.09

Non-performing assets totaled $49.0 million, a reduction of $163.1 million or 77% when compared to $212.1 million at December 31, 2004. The increase at December 31, 2004 in non-performing assets to $212.1 million resulted from the GreenPoint acquisition and consisted primarily of residential and commercial mortgages, and other real estate. Throughout 2005, we methodically reduced non-performing assets primarily through bulk sales of non-performing and sub-performing loans in both the held-for-sale and held-for-investment portfolios. We were able to accomplish this significant reduction while incurring only modest losses as demonstrated by our historically

low net charge-off ratio of 9 basis points for 2005. The $13.3 million decline in other real estate was achieved through the sale of properties previously acquired in foreclosure.

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.

Interest forgone on non-accrual loans, or the amount of income that would have been recorded had these loans been current in accordance with their original terms, aggregated approximately $2.2 million in 2005, $2.9 million in 2004 and $1 million in 2003 and 2002, respectively. The amount of interest income included in net income on these non-accrual loans was not significant for the periods presented. We did not have any restructured loans for any of the periods presented above.

Securities

The following table shows the total securities portfolio composition based on the financial statement carrying amount at December 31,


	2005		2004		2003

(In thousands)
Collateralized Mortgage Obligations	$	6,930,504	$	9,844,482	$	4,424,868
Agency Pass-Through Certificates		2,002,642		2,794,786		1,328,753
State & Municipal Obligations		919,539		965,415		761,747
Equity Securities		675,525		794,005		194,345
U.S. Treasury & Government Agencies		231,152		363,775		58,090
Other Securities		640,825		824,735		558,757

Total Securities	$	11,400,187	$	15,587,198	$	7,326,560

Securities decreased $4.2 billion or 27% to $11.4 billion from December 31, 2004. During the current year, approximately $1.4 billion in securities were sold as a direct result of our balance sheet and capital management program. The proceeds from the sale of the securities as well as portfolio cash flows were utilized to fund commercial loan growth, repurchase common stock and pay down short-term borrowings. (See financial overview section — Balance Sheet and Capital Management for additional information). In December 2005, approximately $570 million in securities were identified as other than temporary impaired, resulting in a realized loss of $6.0 million. Theses securities were sold in January 2006.

Mortgage Backed Securities represented 78% of total securities at December 31, 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 CMOs as of December 31, 2005 aggregated $2.6 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 3.0 year weighted average life and 2.5 year duration of the MBS portfolio as of December 31, 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 $28.8 million or approximately 31 basis points of outstanding MBS balances at December 31, 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, $265.8 million in 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.

The tables that follow depict the amortized cost, contractual maturities and approximate weighted average yields (on a tax equivalent basis) of the available-for-sale and held-to-maturity securities portfolios at December 31, 2005:

Available-for-Sale(1)


											U.S.
	U.S.					State &					Government
	Treasury					Municipal					Agencies’					Other
Maturity	Securities		Yield			Obligations		Yield			Obligations		Yield			Securities		Yield			Total		Yield

(Dollars in thousands)
Within 1 Year	$	498		3.00	%	$	473,148		5.06	%	$	—		—	%	$	4,559		—	%	$	478,205		5.00	%
After 1 But Within 5 Years		24,869		3.38			125,548		5.64			206,498		4.17			14,000		7.56			370,915		4.74
After 5 But Within 10 Years		1,603		13.08			140,053		6.00			—		—			26,952		6.01			168,608		6.07
Due After 10 Years		—		—			145,993		7.37			—		—			583,226		6.75			729,219		6.87

Subtotal		26,970		3.95	%		884,742		5.67	%		206,498		4.17	%		628,737		6.69	%		1,746,947		5.83	%
Agency Pass-Through Certificates		—		—			—		—			—		—			—		—			1,986,388		4.90
Collateralized Mortgage Obligations		—		—			—		—			—		—			—		—			7,088,133		4.49
Equity Securities		—		—			—		—			—		—			—		—			663,371		5.05

Total Securities	$	26,970		3.95	%	$	884,742		5.67	%	$	206,498		4.17	%	$	628,737		6.69	%	$	11,484,839		4.80	%


(1)		Unrealized gains/(losses) have been excluded for presentation purposes.

Held-to-Maturity


	State &
	Municipal					Other
Maturity	Obligations		Yield			Securities		Yield			Total		Yield

(Dollars in thousands)
Within 1 Year	$	2,350		6.78	%	$	1,700		6.13	%	$	4,050		6.51	%
After 1 But Within 5 Years		11,147		7.27			8,624		4.41			19,771		6.02
After 5 But Within 10 Years		10,961		11.20			—		—			10,961		11.20
After 10 Years		13,843		7.95					—			13,843		7.95

Subtotal		38,301		8.61	%		10,324		4.69	%		48,625		7.78	%
Agency Pass-Through Certificates		—		—			—		—			46,155		5.43
Collateralized Mortgage Obligations		—		—			—		—			9,430		4.79

Total Securities	$	38,301		8.61	%	$	10,324		4.69	%	$	104,210		6.47	%

Deposits

Customer deposits represent our primary funding source. The following table presents the composition of total deposits for the three years ended December 31,:


	2005					2004					2003
			Percent					Percent					Percent
	Amount		of Total			Amount		of Total			Amount		of Total

(Dollars in thousands)
Demand	$	7,639,231		20.9	%	$	6,738,302		19.3	%	$	4,080,134		27.0	%
Money Market		10,013,110		27.3			9,246,236		26.6			3,643,645		24.0
Now		5,593,121		15.3			5,019,159		14.4			875,831		5.8
Savings		5,303,930		14.5			6,333,599		18.2			3,770,683		25.0
Time		5,428,921		14.8			4,932,301		14.2			1,784,408		11.8
Certificate of Deposit, $100,000 & Over		2,638,260		7.2			2,542,831		7.3			961,414		6.4

Total Deposits	$	36,616,573		100.0	%	$	34,812,428		100.0	%	$	15,116,115		100.0	%

At December 31, 2005, total deposits increased $1.8 billion or 5.2% to $36.6 billion when compared to December 31, 2004. This growth was achieved despite aggressive pricing by our competitors, offering higher deposit rates and free services to attract consumers. Despite our competitors’ actions, we have chosen to remain disciplined and selective in pricing deposits, continuing to concentrate on growing our commercial customer base. Commercial accounts constituted approximately 27% of total deposits at December 31, 2005. We do not anticipate any imminent strategic change from our competitors. Factors contributing to deposit growth include: (i) the continued expansion of our retail branch network (opened 15 de novo branches in 2005) (ii) the ongoing branch upgrade and relocation 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) the use of incentive based compensation linked to deposit growth. Offsetting the growth achieved in 2005 was the repayment of $146 million in brokered deposits.

The following table shows the classification of the average deposits and average rates paid for each of the last three years ended December 31,:


	2005					2004					2003
	Average		Average			Average		Average			Average		Average
	Balance		Rate			Balance		Rate			Balance		Rate

(Dollars in thousands)
Demand	$	7,368,665		—	%	$	5,239,157		—	%	$	3,678,290		—	%
Savings		6,020,353		.59			3,521,019		.80			3,653,744		.63
NOW & Money Market		15,385,610		2.02			8,891,679		.96			3,873,417		.90
Time		7,951,771		2.26			4,287,479		1.54			2,961,129		1.83

Total	$	36,726,399		1.43	%	$	21,939,334		.82	%	$	14,166,580		.79	%

Contractual Obligations and Commitments

We have certain obligations and commitments to make future payments under contracts. At December 31, 2005, aggregate contractual obligations and commitments, excluding the impact of purchase accounting and hedge fair value adjustments, were as follows:

Contractually Obligated Payments


	Payments Due by Period
			Less than						More than
	Total		One Year		1-3 Years		3-5 Years		5 Years

(In thousands)
Time Deposits and Certificates of Deposits $100,000 and Over	$	8,038,046	$	6,647,496	$	1,080,199	$	307,567	$	2,784
Total Borrowings(1)		8,368,413		1,335,608		3,100,015		2,049,999		1,882,791
Annual Rental Commitments Under Non-Cancelable Leases		723,928		79,513		156,347		138,729		349,339

Total Contractually Obligated Commitments	$	17,130,387	$	8,062,617	$	4,336,561	$	2,496,295	$	2,234,914


(1)		Excludes federal funds purchased of $2.6 billion.

Other Commitments


	Amount of Commitment — Expiration by Period
			Less than		1-3		3-5		More than
	Total		One Year		Years		Years		5 Years

(In thousands)
Commitments to Originate Mortgage Loans Held-for-Sale	$	5,325,629	$	5,325,629	$	—	$	—	$	—
Commitments to Fund Against Home Equity Lines of Credit		183,934		183,934		—		—		—
Commitments to Extend Credit on Loans Held-for-Investment		4,127,619		2,253,592		1,874,027		—		—
Standby Letters of Credit		498,628		498,628		—		—		—
Commercial Letters of Credit		18,300		18,300		—		—		—

Total Other Commitments	$	10,154,110	$	8,280,083	$	1,874,027	$	—	$	—

Capital

We are subject to the risk based capital guidelines administered by bank regulatory agencies. The guidelines are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance sheet exposure and to minimize disincentives for holding liquid assets. Under these guidelines, assets and certain off- balance sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk weighted assets and certain off-balance sheet items. The guidelines require all banks and bank holding companies to maintain a minimum ratio of total risk based capital to total risk weighted assets (“Total Risk Adjusted Capital Ratio”) of 8%, including Tier 1 capital to total risk weighted assets (“Tier 1 Capital Ratio”) 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 December 31, 2005, the most recent notification from the various regulators categorized the Company and its subsidiary banks as well capitalized under the regulatory framework for prompt corrective action. Under the capital adequacy guidelines require a well capitalized institution to 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 rates as of December 31,:


	2005					2004
	Amount		Ratio			Amount		Ratio

(Dollars in thousands)
Tier 1 Capital	$	3,497,957		10.26	%	$	3,281,054		9.90	%
Regulatory Requirement		1,364,306		4.00			1,325,837		4.00

Excess	$	2,133,651		6.26	%	$	1,955,217		5.90	%

Total Risk Adjusted	$	4,340,773		12.73	%	$	4,142,993		12.50	%
Regulatory Requirement		2,728,613		8.00			2,651,675		8.00

Excess	$	1,612,160		4.73	%	$	1,491,318		4.50	%

Risk Weighted Assets	$	34,107,661				$	33,145,936

The Company’s Leverage Ratio at December 31, 2005 and 2004 was 6.70% and 6.22%, respectively.

The following table sets forth the capital ratios for our banking subsidiaries at December 31, 2005:


Capital Ratios	North Fork Bank			Superior

Tier 1 Capital		11.99	%		18.90	%
Total Risk Adjusted		13.01			19.47
Leverage Ratio		7.85			7.17

On December 13, 2005, the Board of Directors approved a 14% increase in its regular quarterly cash dividend to $.25 per common share. The dividend was paid on February 15, 2006 to shareholders of record at the close of business on January 27, 2006.

14.4 million. As of March 6, 2006, 5.1 million shares remain available to be purchased under the program. The current program has no fixed expiration date. Repurchases are made in the open market or through privately negotiated transactions.

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.

FRB policy provides that, as a matter of prudent banking practice, 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.

Comparison Between 2004 and 2003

In reading management’s discussion and analysis, consideration should be given to the GreenPoint and TCNJ acquisitions and their impact on our comparative operating results. Net income for 2004 was $553.0 million or diluted earnings per share of $1.85 as compared to $396.4 million or diluted earnings per share of $1.73 for 2003. Returns on average tangible assets and average tangible equity for 2004 were 1.82% and 33.88%, respectively as compared to 1.91% and 36.54%, respectively for 2003.

Net Interest Income

During 2004, net interest income rose $359.7 million or 44% to $1.2 billion when compared to $815.5 million in 2003, while the net interest margin declined 15 basis points from 4.24% to 4.09%. The growth in net interest income during 2004 was primarily due to the GreenPoint and TCNJ acquisitions, commercial loan growth and higher securities yields. The 15 basis points decline in the net interest margin resulted from GreenPoint’s lower yielding mortgage loans and higher costing deposits, which were acquired on October 1, 2004.

Interest income increased $467.2 million to $1.6 billion in 2004 compared to the prior year. During this same period, the yield on average interest earning assets declined 27 basis points from 5.73% to 5.46%.

During 2004, average loans held-for-sale was $1.2 billion, with an average yield of 5.24% and was the direct result of the GreenPoint acquisition. Period end loan balances totaled $5.8 billion and were funded with short-term borrowings.

Loans held-for-investment averaged $18.0 billion for 2004, representing an increase of $6.2 billion or 52.7% from 2003, while yields declined 70 basis points to 6.00%. GreenPoint and TCNJ added approximately $4.6 billion in average loans during 2004. Core growth was approximately $1.6 billion exclusive of these acquisitions. Growth was achieved in all loan categories, especially higher yielding commercial loans. The lower yields resulted from refinancing activity and new originations that occurred at lower interest rates and the GreenPoint acquired loan portfolio, primarily residential mortgages, carried a lower yield than our traditional loan portfolio.

Securities averaged $10.0 billion for 2004, representing a $2.0 billion increase from the prior year, while yields improved 27 basis points to 4.60%. The change in the securities balance was due to approximately $2.6 billion in average securities added in the GreenPoint and TCNJ acquisitions offset by a redeployment of our portfolio cash flows into higher yielding loans. The yield improvement was due in part to slower prepayment activity and lower levels of premium amortization. Net premium amortization affected security yields by 24 basis points during the year compared to 98 basis points in 2003.

Average interest bearing liabilities rose $7.8 billion to $23.6 billion, while overall funding costs declined 16 basis points to 1.71% during 2004. Although we experienced an increase in market interest rates during the period, overall funding costs declined due to the growth in low cost core deposits.

Average demand deposits grew $1.6 billion or 42.4% to $5.2 billion in 2004 primarily due to core growth of $1.1 billion and $534 million acquired from GreenPoint and TCNJ. Total demand deposits contributed 46 basis points to the net interest margin in 2004 compared to 52 basis points in 2003. At December 31, 2004, demand deposits represented 19% of total deposits. Average Savings, NOW and Money Market deposits increased $4.9 billion or 65% to $12.4 billion, while the corresponding cost of funds increased 14 basis points to .91%. Average time deposits, net of the $1.8 billion acquired from GreenPoint and TCNJ, declined $441 million while the cost of funds decreased 29 basis points from the prior year.

Average borrowings, net of the $3.4 billion acquired from GreenPoint and TCNJ, declined $1.8 billion while the cost of funds decreased 19 basis points from 2003 levels. This net decline in borrowings resulted from our focused strategy of growing core deposits. However, since short-term borrowings are used to fund loans held-for-sale, their levels will fluctuate with changes in these balances. Certain collateralized borrowings have their costs fixed through the use of interest rate swaps, increasing interest expense by approximately $8.0 million and $23.9 million in 2004 and 2003, respectively. The decline in swap related interest expense is primarily due to the maturity of $850 million of these swaps in June 2003. 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 $22.9 million and $17.6 million, respectively, during 2004 and 2003.

Provision and Allowance for Loan Losses

The provision for loan losses totaled $27.2 million for 2004, an increase of $.9 million when compared to $26.3 million for 2003. The allowance for loan losses increased $88.4 million during 2004 to $211.1 million when compared to 2003, of which $85 million was assumed in the TCNJ and GreenPoint acquisitions. The allowance for loan losses as a percentage of total loans held-for-investment declined from 99 basis points at December 31, 2003 to 69 basis points at December 31, 2004.

The allowance for loan losses as a percentage of total loans held-for-investment was directly impacted by the level of comparatively low risk residential and multi-family loans acquired from GreenPoint. Residential and multi-family loans represented 88% of the GreenPoint’s held-for-investment portfolio. Accordingly, residential and multi-family mortgage loans increased to 65% of our total portfolio at December 31, 2004 as compared to 49% at year end 2003. Historically, losses incurred on residential and multi-family loans have represented only a small percentage of our net charge offs. Similarly, GreenPoint’s historical losses (or net charge-offs) in these categories averaged approximately 4 basis points in each of the prior three years.

As of December 31, 2004, $76 million of the allowance for loan losses was allocated to residential and multi-family loans, while $135.1 million was allocated to all other loans. Accordingly, the allocated allowance for loan losses to residential and multi-family, and all other loans was 38 basis points and 129 basis points, respectively.

Non-Interest Income

Non-interest income was $248.5 million for 2004, representing an increase of $92.7 million when compared to 2003. A significant portion of the growth achieved in the components comprising non-interest income resulted from the GreenPoint and TCNJ acquisitions. Customer related fees and service charges also improved 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. Gain on sale of loans of $53.7 million in 2004 was achieved primarily in the fourth quarter of 2004 from activity at GreenPoint Mortgage. Investment management, commissions and trust fees benefited from both acquisitions. TCNJ provided us with a successful corporate trust services program based in New Jersey. Additionally we benefited from increased customer demand for alternative investment products due to our increased customer base. Included in other operating income during 2004 was $3.3 million in income derived from our investment in Bank Owned Life Insurance (“BOLI”), and $3.5 million gain recognized on the sale of our 85% interest in a re-factoring business. During 2003, other operating income included an $11.0 million gain on the sale of certain facilities.

Securities gains were $12.7 million for 2004 as compared to $15.8 million in 2003. Gains recognized were derived principally from the sale of mortgage-backed securities and certain debt and equity securities.

Non-Interest Expense

Non-interest expense was $555.8 million during 2004, representing an increase of $209.9 million when compared to 2003. A significant portion of this overall increase resulted from the GreenPoint and TCNJ 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 12 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 existing facilities, investment in new technology and the implementation of new business initiatives and support systems. The increase in amortization of identifiable intangibles was due to the core deposit intangibles recorded with the TCNJ and GreenPoint acquisitions.

The efficiency ratio was 37.55% for 2004, as compared to 34.30% in 2003. The efficiency ratio in 2004 was impacted by the additional expenses incurred with operating GreenPoint Bank as a separate company during the fourth quarter of 2004 and the hiring of several senior lenders and back office staff to support new business initiatives.

Income Taxes

Our effective tax rate for 2004 was 34.2% as compared to 33.9% for 2003.

Recent Accounting Pronouncements

The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments

In November 2005, the FASB issued FSP No. 115-1, which addresses the determination of when an investment is considered impaired, whether the impairment is other-than-temporary and how to measure an impairment loss. FSP No. 115-1 also addresses accounting considerations subsequent to the recognition of an other-than-temporary impairment on a debt security and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. FSP No. 115-1 replaces the impairment guidance in Emerging Issues Task Force Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments,” with references to existing authoritative literature concerning other-than-temporary impairment determinations (principally SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” and SEC Staff Accounting Bulletin No. 59, “Accounting for Noncurrent Marketable Securities”). Under FSP No. 115-1, impairment losses must be recognized in earnings for the difference between the security’s cost and its fair value at the financial statement date, without considering partial recoveries subsequent to that date. FSP No. 115-1 also requires that an investor recognize an other-than-temporary impairment loss when a decision to sell a security has been made and the investor does not expect the fair value of the security to fully recover prior to the expected time of sale. FSP No 115-1 is effective for reporting periods beginning after December 15, 2005. We do not expect our application of FSP No. 115-1 to have a material impact on our financial condition or results of operations.

Accounting for Stock Based Compensation

In December 2004, FASB issued SFAS No. 123R — “Accounting for Stock Based Compensation, Share Based Payment”, (SFAS 123R) which 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 wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. SFAS 123R is effective as of the first interim or annual reporting period beginning after June 15, 2005. Adoption of this pronouncement is not expected to have a material impact on our financial condition or results of operations. (See Item 8, Notes to Consolidated Financial Statements, Note 1 — “Business and Summary of Significant Accounting Policies — Accounting for Stock Based Compensation”, for disclosure of our current accounting policy and Note 16 — Commons Stock Plans for the historical impact of expensing stock based awards or our consolidated financial statements).


Item 7A	*— Quantitative and Qualitative Disclosures About Market Risk*

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 December 31, 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.

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
Change in Interest Rates	$ Change			% Change
(Dollars in thousands)

+ 200 Basis Points	$	(53,971	)		(3.22	)%
+ 100 Basis Points		(23,841	)		(1.42	)
−100 Basis Points		15,228			0.91

The traditional gap analysis complements income simulation modeling, primarily focusing on the longer-term structure of the balance sheet. The gap analysis does not assess the relative sensitivity of assets and liabilities to changes in the interest rates and also fails to account for the embedded options, caps and floors, if any. We have not established gap policy limits since it does not appropriately depict interest rate risk as changes in interest rates do not necessarily affect all categories of interest earnings assets and interest bearing liabilities equally.

The gap analysis is prepared based on the maturity and repricing characteristics of interest earning assets and interest bearing liabilities for selected time periods. The mismatch between repricings or maturities within a time period is commonly referred to as the “gap” for that period. A positive gap (asset sensitive), where interest-rate sensitive assets exceed interest-rate sensitive liabilities, generally will result in the net interest margin increasing in a rising rate environment and decreasing in a falling rate environment. A negative gap (liability sensitive) will generally have the opposite results on the net interest margin.

The following table reflects the re-pricing of the balance sheet, or gap position at December 31, 2005:


							181-365
Interest Earning Assets:	0-90 Days			91-180 Days			Days			1-5 Years			Over 5 Years			Total
(Dollars in thousands)

Money Market Investments	$	24,843		$	—		$	—		$	—		$	—		$	24,843
Securities(1)		1,206,043			782,138			1,128,570			5,855,367			2,428,069			11,400,187
Loans Held-for-Sale		4,359,267			—			—			—			—			4,359,267
Loans Held-for-Investment(2) (3)		5,383,180			1,797,698			2,817,445			16,261,344			6,945,009			33,204,676

Total Interest Earning Assets	$	10,973,333		$	2,579,836		$	3,946,015		$	22,116,711		$	9,373,078		$	48,988,973

Interest Bearing Liabilities:
Savings, NOW and Money Market Deposits(4)	$	8,228,484		$	—		$	—		$	—		$	12,681,677		$	20,910,161
Time Deposits		2,291,388			2,142,499			2,182,721			1,396,198			54,375			8,067,181
Federal Funds Purchased and Collateralized Borrowings		5,311,050			266,610			683,584			2,789,377			650,000			9,700,621
Other Borrowings		1,372			1,372			2,745			675,809			796,066			1,477,364

Total Interest Bearing Liabilities	$	15,832,294		$	2,410,481		$	2,869,050		$	4,861,384		$	14,182,118		$	40,155,327

Gap before Derivatives		(4,858,961	)		169,355			1,076,965			17,255,327			(4,809,040	)
Derivative Instruments Notional Amounts		(1,020,000	)		—			—			425,000			595,000

Cumulative Difference Between Interest Earning Assets and Interest Bearing Liabilities after Derivatives	$	(5,878,961	)	$	(5,709,606	)	$	(4,632,641	)	$	13,047,686		$	8,833,646

Cumulative Difference as a Percentage of Total Assets		(10.20	)%		(9.91	)%		(8.04	)%		22.65	%		15.33	%


(1)		Based upon (a) historical price, (b) contractual maturity, (c) repricing date, if applicable, and (d) projected repayments of principal based upon experience.

(2)		Excludes non-accrual loans totaling $27.6 million.

(3)		Based upon (a) contractual maturity, (b) repricing date, if applicable, and (c) estimated principal prepayments.

(4)		Interest-bearing deposits without stated maturities are assigned to categories based on observed historical rate sensitivity. To represent the observed rate sensitivity of these deposits in the gap table, 40% of the savings, 41% of money market and 36% of now account balances were placed in the “0 - 90 Days” category. The remainder of the balance was assigned to the “Over 5 Years” category to represent the relative insensitivity of these products to changes in short-term rates.

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.


	Market Value of Equity
Change in Interest Rates	$ Change			% Change
(Dollars in thousands)

+ 200 Basis Points	$	(744,990	)		(5.7	)%
Flat Interest Rates		—			—
− 200 Basis Points		82,125			0.6
Policy Limit		N/A			(25.0	)

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. The interest rate risk management strategy at times involves modifying the repricing characteristics of certain assets and liabilities utilizing interest rate swaps, caps and floors.

The credit risk associated with derivative instruments is the risk of non-performance by the counterparty to the agreements. Management does not anticipate non-performance by any of the counterparties and monitors/controls the risk through its asset/liability management procedures. (See Item 8, Notes to Consolidated Financial Statements, Note 10 — “Derivative Financial Instruments” for additional information on all derivative transactions).

Liquidity Risk Management

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

The 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 December 31, 2005, dividends for North Fork Bank were limited under such guidelines to $1.3 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 for the Company 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, funds available through the capital markets and the sale of available-for-sale securities and the securitization or sale of loans.

Our banking subsidiaries currently have the ability to borrow an additional $12.0 billion on a secured basis, utilizing mortgage related loans and securities as collateral. At December 31, 2005, our banking subsidiaries had $4.1 billion in advances and repurchase agreements outstanding with the FHLB.

We also maintain arrangements with correspondent banks to provide short-term credit for regulatory liquidity requirements. These available lines of credit aggregated $1.3 billion at December 31, 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.


Item 8	*— Financial Statements and Supplementary Data*

CONSOLIDATED STATEMENTS OF INCOME


	For the Years Ended December 31,
	2005		2004		2003

(In thousands, except per share amounts)
Interest Income:
Loans Held-for-Investment	$	1,880,297	$	1,078,684	$	789,136
Loans Held-for-Sale		285,221		64,391		—
Mortgage-Backed Securities		493,718		352,816		258,338
Other Securities		116,887		78,743		62,789
Money Market Investments		2,358		3,518		640

Total Interest Income		2,778,481		1,578,152		1,110,903

Interest Expense:
Savings, NOW & Money Market Deposits		345,622		113,082		58,008
Time Deposits		179,630		66,056		54,127
Federal Funds Purchased & Collateralized Borrowings		363,430		187,008		150,724
Other Borrowings		79,918		36,785		32,530

Total Interest Expense		968,600		402,931		295,389

Net Interest Income		1,809,881		1,175,221		815,514
Provision for Loan Losses		36,000		27,189		26,250

Net Interest Income after Provision for Loan Losses		1,773,881		1,148,032		789,264

Non-Interest Income:
Mortgage Banking Income		420,838		60,842		10,065
Customer Related Fees & Service Charges		166,872		114,481		82,406
Investment Management, Commissions & Trust Fees		38,962		25,181		13,712
Other Operating Income		53,592		31,992		33,866
Securities Gains, net		10,139		12,656		15,762
Gain on Sale of Other Investments		15,108		3,351		—

Total Non-Interest Income		705,511		248,503		155,811

Non-Interest Expense:
Employee Compensation & Benefits		549,981		306,781		191,758
Occupancy & Equipment, net		192,079		106,174		66,929
Amortization of Identifiable Intangibles		36,643		15,109		3,567
Other Operating Expenses		230,764		127,738		83,616
Facility Closures Expense		15,382		—		—

Total Non-Interest Expense		1,024,849		555,802		345,870

Income Before Income Taxes		1,454,543		840,733		599,205
Provision for Income Taxes		505,696		287,737		202,840

Net Income	$	948,847	$	552,996	$	396,365

Earnings Per Share — Basic	$	2.03	$	1.88	$	1.75
Earnings Per Share — Diluted	$	2.01	$	1.85	$	1.73

See accompanying notes to consolidated financial statements.

CONSOLIDATED BALANCE SHEETS


	At December 31,
	2005			2004

(In thousands, except per share amounts)
ASSETS
Cash & Due from Banks	$	1,037,406		$	972,506
Money Market Investments		24,843			90,394
Securities:
Available-for-Sale ($4,107,473 pledged in 2005; $7,219,173 pledged in 2004)		11,295,977			15,444,625
Held-to-Maturity ($13,409 pledged in 2005; $24,114 pledged in 2004) (Fair Value $105,128 in 2005; $145,991 in 2004)		104,210			142,573

Total Securities		11,400,187			15,587,198

Loans:
Loans Held-for-Sale		4,359,267			5,775,945
Loans Held-for-Investment		33,232,236			30,453,334
Less: Allowance for Loan Losses		217,939			211,097

Net Loans Held-for-Investment		33,014,297			30,242,237

Goodwill		5,918,116			5,878,277
Identifiable Intangibles		114,091			150,734
Premises & Equipment		438,040			416,003
Mortgage Servicing Rights		267,424			254,857
Accrued Income Receivable		205,892			205,189
Other Assets		837,308			1,093,715

Total Assets	$	57,616,871		$	60,667,055


LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Demand	$	7,639,231		$	6,738,302
Savings, NOW & Money Market		20,910,161			20,598,994
Time		8,067,181			7,475,132

Total Deposits		36,616,573			34,812,428

Federal Funds Purchased & Collateralized Borrowings		9,700,621			14,593,027
Other Borrowings		1,477,364			1,506,318

Total Borrowings		11,177,985			16,099,345

Accrued Interest Payable		102,229			70,029
Dividends Payable		116,754			104,025
Accrued Expenses & Other Liabilities		601,089			700,149

Total Liabilities	$	48,614,630		$	51,785,976

Stockholders’ Equity
Preferred Stock, par value $1.00; authorized 10,000,000 shares, unissued	$	—		$	—
Common Stock, par value $.01; authorized 1,000,000,000 shares; issued 480,592,358 shares in 2005; 474,476,655 shares in 2004.		4,806			4,745
Additional Paid in Capital		7,035,314			6,968,493
Retained Earnings		2,581,047			2,064,148
Accumulated Other Comprehensive (Loss)/Income		(108,898	)		240
Deferred Compensation		(154,772	)		(125,174	)
Treasury Stock at cost; 13,576,252 shares in 2005; 1,633,891 shares in 2004		(355,256	)		(31,373	)

Total Stockholders’ Equity		9,002,241			8,881,079

Total Liabilities and Stockholders’ Equity	$	57,616,871		$	60,667,055

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY


			Additional						Accumulated Other									Total
	Common		Paid in			Retained			Comprehensive			Deferred			Treasury			Stockholders’
For the Years Ended December 31;	Stock		Capital			Earnings			Income/(Loss)			Compensation			Stock			Equity
(Dollars in thousands,
except per share amounts)

Balance, January 1, 2003	$	1,746	$	377,311		$	1,590,594		$	17,991		$	(70,562	)	$	(403,027	)	$	1,514,053
Net Income		—		—			396,365			—			—			—			396,365
Cash Dividends ($.74 per share)		—		—			(170,501	)		—			—			—			(170,501	)
Issuance of Stock (231,977 shares)		—		1,116			—			—			—			4,636			5,752
Purchases of Treasury Stock (11,664,600 shares)		—		—			—			—			—			(264,193	)		(264,193	)
Restricted Stock Activity, net		—		8,435			—			—			(21,227	)		21,908			9,116
Stock Based Compensation Activity, net		—		(8,069	)		—			—			—			16,001			7,932
Other Comprehensive Loss		—		—			—			(20,035	)		—			—			(20,035	)

Balance, December 31, 2003	$	1,746	$	378,793		$	1,816,458		$	(2,044	)	$	(91,789	)	$	(624,675	)	$	1,478,489
Net Income		—		—			552,996			—			—			—			552,996
Cash Dividends ($.84 per share)		—		—			(305,306	)		—			—			—			(305,306	)
Issuance of Stock-Acquisitions (212,605,489 shares)		1,417		6,074,218			—			—			—			—			6,075,635
Fair Value of Options-Acquisitions		—		251,928			—			—			—			—			251,928
Reissued from Treasury Acquisitions (25,500,000 shares)		—		258,262			—			—			—			481,408			739,670
Issued 3-for-2 Stock Split (158,158,885 shares)		1,582		(1,764	)		—			—			—			—			(182	)
Issuance of Stock (181,758 shares)		—		2,070			—			—			—			4,501			6,571
Restricted Stock Activity, net		—		15,981			—			—			(33,385	)		30,447			13,043
Stock Based Compensation Activity, net		—		(10,995	)		—			—			—			76,946			65,951
Other Comprehensive Income		—		—			—			2,284			—			—			2,284

Balance, December 31, 2004	$	4,745	$	6,968,493		$	2,064,148		$	240		$	(125,174	)	$	(31,373	)	$	8,881,079
Net Income		—		—			948,847			—			—			—			948,847
Cash Dividends ($.91 per share)		—		—			(431,948	)		—			—			—			(431,948	)
Issuance of Stock (291,980 shares)		—		1,336			—			—			—			6,779			8,115
Restricted Stock Activity, net		—		3,887			—			—			(29,598	)		45,423			19,712
Stock Based Compensation Activity, net		61		61,598			—			—			—			14,235			75,894
Purchases of Treasury Stock (14,872,200 shares)		—		—			—			—			—			(390,320	)		(390,320	)
Other Comprehensive Loss		—		—			—			(109,138	)		—			—			(109,138	)

Balance, December 31, 2005	$	4,806	$	7,035,314		$	2,581,047		$	(108,898	)	$	(154,772	)	$	(355,256	)	$	9,002,241

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Years Ended December 31,
	2005			2004			2003

(In thousands)
Cash Flows from Operating Activities:
Net Income	$	948,847		$	552,996		$	396,365
Adjustments to Reconcile Net Income to Net Cash Provided by/(Used in) Operating Activities:
Provision for Loan Losses		36,000			27,189			26,250
Depreciation		43,059			24,781			15,391
Net Amortization/(Accretion):
Securities		26,692			24,169			78,946
Loans		26,338			(9,348	)		(19,937	)
Borrowings & Time Deposits		(138,931	)		(41,492	)		(1,325	)
Intangibles		36,643			15,109			3,567
Deferred Compensation		21,572			14,575			9,858
Gain on Sale of Loans Held-for-Investment		(5,198	)		—			—
Securities Gains, net(1)		(10,139	)		(12,656	)		(15,762	)
Gain on Sale of Facilities, net		—			—			(10,980	)
Debt Restructuring Costs		—			—			11,955
Capitalization of Mortgage Servicing Rights		(132,171	)		(50,444	)		—
Amortization of Mortgage Servicing Rights		87,354			20,841			—
Temporary Impairment Charge — Mortgage Servicing Rights		23,126			—			—
Loans Held-for-Sale:
Originations		(36,960,981	)		(8,636,582	)		(372,656	)
Proceeds from Sales(2)		37,543,726			7,700,063			350,806
Gain on Sale		(431,145	)		(53,710	)		(4,822	)
Other		1,265,077			324,123			—
Purchases of Trading Assets		(50,000	)		(13,911	)		(148,314	)
Sales of Trading Assets		48,516			14,015			150,731
Other, net		105,836			(93,774	)		(108,536	)

Net Cash Provided by/(Used in) Operating Activities		2,484,221			(194,056	)		361,537

Cash Flows from Investing Activities:
Originations of Loans Held-for-Investment, Net of Principal Repayments and Charge-offs		(3,961,526	)		(3,091,948	)		(948,034	)
Proceeds from Sales of Loans Held-for-Investment		1,174,793			—			—
Purchases of Securities Available-for-Sale		(2,079,010	)		(4,795,103	)		(6,260,244	)
Proceeds from Sales of Securities Available-for-Sale		2,258,489			1,442,626			1,532,384
Maturities, Redemptions, Calls and Principal Repayments on Securities Available-for-Sale		3,789,232			3,174,137			6,035,159
Purchases of Securities Held-to-Maturity		(3,010	)		(7,758	)		(51,248	)
Maturities, Redemptions, Calls and Principal Repayments on Securities Held-to-Maturity		40,632			57,274			167,351
Purchases of Premises and Equipment, net		(74,582	)		(47,380	)		(35,585	)
Cash Acquired in Purchase Acquisitions		—			835,418			—

Net Cash Provided by/(Used in) Investing Activities		1,145,018			(2,432,734	)		439,783

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)


	For the Years Ended December 31,
	2005			2004			2003

(In thousands)
Cash Flows from Financing Activities:
Net Increase in Deposits		1,838,018			3,619,781			1,923,585
Net Decrease in Borrowings		(4,791,688	)		(278,661	)		(2,191,801	)
Purchases of Treasury Stock		(390,320	)		—			(264,193	)
Exercise of Stock Options and Common Stock Sold for Cash		133,319			64,216			5,752
Cash Dividends Paid		(419,219	)		(247,037	)		(167,610	)

Net Cash (Used in)/Provided by Financing Activities		(3,629,890	)		3,158,299			(694,267	)

Net (Decrease)/Increase in Cash and Cash Equivalents		(651	)		531,509			107,053
Cash and Cash Equivalents at Beginning of the Year		1,062,900			531,391			424,338

Cash and Cash Equivalents at Year End	$	1,062,249		$	1,062,900		$	531,391

Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year for:
Interest Expense	$	1,075,331		$	441,663		$	309,397

Income Taxes	$	283,898		$	139,497		$	214,027

During the Year, Certain Securities Were Purchased Which Settled in the Subsequent Year	$	40,914		$	2,352		$	31,095

Non-Cash Activity Related to the GreenPoint and TCNJ Acquisitions not Reflected Above are as Follows: (3)
Fair Value of Assets Acquired		—		$	30,218,756			—
Liabilities Assumed		—		$	29,607,910			—


(1)		Gain on sale of securities, net, includes a $6.0 million permanent impairment charge in 2005.

(2)		Excludes loans retained in the held-for-investment portfolio totaling $5.3 billion and $1.9 billion in 2005 and 2004, respectively.

(3)		Excludes goodwill and identifiable intangibles established in the acquisitions. See Notes to Consolidated Financial Statements, Note 2 — “Business Combinations” for additional information.

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	2005			2004			2003

(In thousands)
Net Income	$	948,847		$	552,996		$	396,365

Other Comprehensive Income:
Unrealized Gains/(Losses) On Securities:
Changes in Unrealized (Losses)/Gains Arising During the Year		(194,898	)		18,900			(44,434	)
Less: Reclassification Adjustment for Gains Included in Net Income		(10,139	)		(12,656	)		(15,762	)

Changes in Unrealized (Losses)/Gains Arising During the Year		(205,037	)		6,244			(60,196	)
Related Tax Effect on Unrealized Gains/(Losses) Arising During the Year		88,166			(2,685	)		25,884

Net Change in Unrealized (Losses)/Gains Arising During the Year		(116,871	)		3,559			(34,312	)

Unrealized Gains/(Losses) On Derivative Instruments:
Changes in Unrealized Gains/(Losses) Arising During the Year		10,938			(10,207	)		(5,465	)
Add: Reclassification Adjustment for Expenses/Losses Included in Net Income		2,628			7,970			30,512

Changes in Unrealized Gains/(Losses) Arising During the Year		13,566			(2,237	)		25,047
Related Tax Effect on Changes in Unrealized Losses Arising During the Year		(5,833	)		962			(10,770	)

Net Change in Unrealized Gains/(Losses) Arising During the Year		7,733			(1,275	)		14,277

Net Other Comprehensive (Loss)/Income	$	(109,138	)	$	2,284		$	(20,035	)

Comprehensive Income	$	839,709		$	555,280		$	376,330

See accompanying notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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 353 retail bank branches in the New York Metropolitan area. We also operate a nationwide mortgage business (GreenPoint Mortgage Funding Inc.). 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 operate a second subsidiary bank, Superior Savings of New England, N.A., which focuses on telephonic and media-based generation of deposits.

In May 2004, we acquired The Trust Company of New Jersey (“TCNJ”). TCNJ was the fourth largest commercial bank headquartered in New Jersey and operated 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 New York Metropolitan 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

The accounting and financial reporting policies of the Company and its subsidiaries are in conformity with accounting principles generally accepted in the United States of America. The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Such estimates are subject to change in the future as additional information becomes available or previously existing circumstances are modified. Actual results could differ from those estimates. 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.

Significant Accounting Policies

Securities

Securities that we have the positive intent and ability to hold to maturity are classified as held-to-maturity and carried at amortized cost. Securities that may be sold in response to, or in anticipation of, changes in interest rates and resulting prepayment risk, or other factors, and marketable equity securities, are classified as available-for-sale and carried at fair value. Unrealized gains and losses on these securities are reported, net of applicable taxes, as a separate component of accumulated other comprehensive income, a component of stockholders’ equity. Equity securities that do not have a readily determinable fair value are reported at cost. Debt and equity securities that are purchased and held principally for the purpose of selling them in the near term are classified as trading securities and reported at fair value. Unrealized gains and losses on trading securities are reported as a component of other non-interest income. Management determines the appropriate classification of securities at the time of purchase, and at each reporting date, management reassesses the appropriateness of the classification.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Interest income on securities, including amortization of premiums and accretion of discounts, is recognized using the level yield method over the lives of the individual securities. Realized gains and losses on sales of securities are computed using the specific identification method. The cost basis of individual held-to-maturity and available-for-sale securities are reduced through write-downs to reflect other-than-temporary impairments in value. These write-downs are reported as a component of securities gains, net.

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 based 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. Changes in the fair value of the derivative instruments are recorded as changes in both the fair value of the swap and the hedged financial instrument. 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.

As part of our mortgage banking business, 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 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 is 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Loans Held-for-Sale

Loans held-for-sale consist primarily of residential mortgage loans, secured by one-to-four family residential properties located throughout the United States. Loans originated with the intent of selling in the secondary market are classified as held-for-sale. Loans held-for-sale are carried at the lower of aggregate cost, net of deferred fees, deferred origination costs and effects of hedge accounting, or fair value. The fair value of loans held-for-sale are determined using current secondary market prices for loans with similar coupons, maturities and credit quality.

The fair value of loans held-for-sale is impacted by changes in market interest rates. The exposure to changes in market interest rates is hedged primarily by selling forward contracts on agency securities. These derivative instruments, designated as fair value hedges, are recorded on the balance sheet at fair value with changes in fair value being recorded in gain on sale of loans in current earnings. Also changes in the fair value of loans held-for-sale are recorded as an adjustment to the loans’ carrying basis through gain on sale of loans in current earnings.

As part of our mortgage banking operations, commitments to purchase or originate loans are entered into whereby the interest rate on the loans is determined prior to funding (“interest rate lock commitments”). Interest rate lock commitments on loans we intend to sell are recorded as derivative instruments as defined in Statement of Financial Accounting Standards (“SFAS”) No. 133 — “Accounting for Derivative Instruments and Hedging Activities” and the fair value of interest rate lock commitments are determined using current secondary market prices for underlying loans with similar coupons, maturity and credit quality, subject to the anticipated loan funding probability, or pull through rate.

Similar to loans held-for-sale, the fair value of interest rate lock commitments is subject to change due to changes in market interest rates. In addition, the value of interest rate lock commitments is affected by changes in the anticipated loan funding probability or pull through rate. These changes in fair value are also hedged primarily by selling forward contracts on agency securities. Both the interest rate lock commitments and the related forward contracts are recorded at fair value with changes in fair value being recorded in current earnings in gain on sale of loans.

Accounting for Sales of Loans Held-for-Sale

Loans originated for sale are primarily sold in the secondary market as whole loans. Whole loan sales are executed with either the servicing rights being retained or released to the buyer. For sales where the loans are sold with the servicing released to the buyer, the gain or loss on the sale is equal to the difference between the proceeds received and the carrying value of the loans sold. If the loans are sold with the servicing rights retained, the gain or loss on the sale is also impacted by the fair value attributed to the servicing rights.

Mortgage Servicing Rights

The right to service mortgage loans for others, or Mortgage Servicing Rights (“MSRs”), is recognized when mortgage loans are sold in the secondary market and the right to service these loans are retained for a fee. The MSRs 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. Fair value of the MSRs is determined using the present value of the estimated future cash flows of net servicing income. MSRs are carried at the lower of the initial carrying value, adjusted for amortization, or fair value. MSRs are amortized in proportion to, and over the period of, estimated net servicing income. The amortization of MSRs is periodically analyzed and adjusted to reflect changes in prepayment speeds.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

characteristics, including loan type, note rate and investor servicing requirements. If it is determined that temporary impairment exists, a valuation allowance is established by risk stratification through a charge to earnings for any excess of amortized cost over the current fair value. 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 MSRs is recorded. The periodic evaluation of MSRs 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.

Representation and Warranty Reserve

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 we are required to either repurchase 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.

Loans Held-for-Investment

Loans are stated at the principal amount outstanding, net of unearned income and net deferred loan fees and costs. Interest income is recognized using the interest method or a method that approximates a level rate of return over the loan term. Net deferred loan fees and origination costs are recognized in interest income over the loan term as a yield adjustment.

Non-Accrual and Restructured Loans

Loans are generally placed on non-accrual status when payments become 90 days past due, unless they are well secured and in the process of collection. Loans may also be placed on non-accrual status if management has doubt as to the collectibility of interest and principal prior to a loan becoming 90 days past due. Interest and fees previously accrued, but not collected, are generally reversed and charged against interest income at the time a loan is placed on non-accrual status. Interest payments received on non-accrual loans are recorded as reductions of principal if, in management’s judgment, principal repayment is doubtful. Loans may be reinstated to an accrual or performing status if future payments of principal and interest are reasonably assured and the loan has a demonstrated period of performance.

Loans are classified as restructured when management grants, for economic or legal reasons related to the borrower’s financial condition, concessions to the borrower that we would not otherwise consider. Generally, this occurs when the cash flows of the borrower are insufficient to service the loan under its original terms. Restructured loans are reported as such in the year of restructuring. In subsequent reporting periods, the loan is removed from restructured status if the loan yields a market rate of interest, is performing in accordance with the restructured terms, and such performance is expected to continue.

Provision and Allowance for Loan Losses

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 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 1-4 Family Mortgages, Commercial Mortgages, Commercial and Industrial, Consumer, and Construction and Land. An important consideration is our concentration of real estate related loans.

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 method 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 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

management to consider that the overall allowance level should be greater than the amount determined by the allocation process described above.

Premises and Equipment

Premises and equipment, including leasehold improvements, are stated at cost, net of accumulated depreciation and amortization. Equipment, which includes furniture and fixtures, are depreciated over the assets’ estimated useful lives using the straight-line method (3 to 10 years). Bank premises and leasehold improvements are amortized, using the straight line method, over the estimated useful life of the related asset or the lease term, whichever is shorter. Maintenance, repairs and minor improvements are charged to non- interest expense in the period incurred.

Impairment

Long-lived assets including goodwill and certain identifiable intangibles are periodically evaluated for impairment in value. Long-lived assets and deferred costs are typically measured whenever events or circumstances indicate that the carrying amount may not be recoverable. No such events have occurred during the periods reported. Certain identifiable intangibles and goodwill are evaluated for impairment at least annually utilizing the “market approach” as prescribed by SFAS No. 142, “Goodwill and Other Intangible Assets.” Asset impairment is recorded when required.

Other Real Estate

Other real estate consists of property acquired through foreclosure or deed in lieu of foreclosure. Prior to foreclosure, the recorded amount of the loan is written down, if necessary, to the fair value of the property based on the appraised value adjusted for estimated disposition costs, by a charge to the allowance for loan losses.

Income Taxes

Income taxes are provided for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period the change occurs. Deferred tax assets are reduced, through a valuation allowance, if necessary, by the amount of such benefits that are not expected to be realized based on current available evidence.

Earnings Per Share (“EPS”)

Basic EPS is computed by dividing net income available to common stockholders’ by the weighted average number of common shares, as adjusted for restricted shares outstanding during the period. Diluted EPS is computed by dividing net income available to common stockholders’ by the weighted average number of common shares outstanding as, adjusted for restricted shares, and common stock equivalents (i.e. stock options) outstanding during the period and accounted for under the treasury stock method. The weighted average number of common shares outstanding used in the computation of Basic EPS was 467,306,335, 294,490,840 and 226,304,234 for 2005, 2004, and 2003, respectively. The weighted average number of common shares outstanding used in the computation of Diluted EPS was 472,790,713, 299,219,291 and 228,774,213 for 2005, 2004 and 2003, respectively.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

compensation plans. Accordingly, compensation expense has not been recognized in the accompanying consolidated financial statements for stock-based compensation plans, other than restricted stock awards. Restricted stock awards are recorded as deferred compensation, a component of stockholders’ equity, at fair value as of the date of grant and 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. See Note 16 — “Common Stock Plans”, for additional information.

Accordingly, the following table illustrates the effect on net income and earnings per share as if the fair value-based method had been applied to all outstanding awards in each period.


	2005			2004			2003

(Dollars in thousands, except per share amounts)
Net Income, as Reported	$	948,847		$	552,996		$	396,365

Add: Restricted Stock Expense Included in Net Income, Net of Taxes		13,841			9,536			6,809
Less: Total Stock-based Employee Compensation Expense Determined Under the Fair Value Method for All Awards, Net of Taxes		(22,489	)		(16,377	)		(9,254	)

Pro-Forma Net Income	$	940,199		$	546,155		$	393,920

Earnings Per Share:
Basic — as Reported	$	2.03		$	1.88		$	1.75
Basic — Pro-Forma		2.01			1.85			1.74
Diluted — as Reported		2.01			1.85			1.73
Diluted — Pro-Forma		1.99			1.83			1.72

Goodwill and Identifiable Intangible Assets

Goodwill and identifiable intangible assets (primarily core deposit intangibles) reflected on the consolidated balance sheets arose from previous acquisitions. At the date of acquisition, we recorded the assets acquired and liabilities assumed at fair value. The excess of cost over the fair value of the net assets acquired is recorded on the balance sheet as goodwill. The cost includes the consideration paid and all direct costs associated with the acquisition. Indirect costs relating to the acquisition are expensed when incurred based on the nature of the item.

In accordance with the requirements specified in SFAS No. 142 “Goodwill and Other Intangible Assets”, goodwill and identifiable intangible assets having an indefinite useful life are no longer amortized but are periodically assessed for impairment. Identifiable intangible assets having an estimated useful life are separately recognized and amortized over their estimated useful lives. The required assessment of goodwill impairment, was completed as of December 31, 2005 and management determined that no impairment exists.

Statement of Cash Flows

For purposes of the accompanying consolidated statements of cash flows, cash and cash equivalents are defined as the amounts included in the consolidated balance sheets under the captions “Cash & Due from Banks” and “Money Market Investments”, with contractual maturities of less than 90 days.

Cash flows associated with derivative financial instruments are classified in the accompanying consolidated statements of cash flows in the same category as the cash flows from the assets or liabilities being hedged.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


NOTE 2 —	Business Combinations

The Trust Company of New Jersey

In May 2004, The Trust Company of New Jersey (“TCNJ”), a New Jersey state-chartered bank was acquired, in a tax free merger. TCNJ shareholders received one share of the Company’s common stock for each share of TCNJ common stock held or 27.8 million shares, adjusted for the three-for-two stock split. At the merger date, TCNJ had $4.1 billion in total assets, $1.4 billion in securities, $2.1 billion in loans, $3.2 billion in deposits and $.7 billion in borrowings.

GreenPoint Financial Corp.

In October 2004, GreenPoint Financial Corp. (“GreenPoint”) was acquired, in a tax free merger. GreenPoint’s shareholders received 1.0514 shares of the Company’s common stock for each of share of GreenPoint common stock held, for a total issuance of 210.3 million shares (adjusted for the three-for-two stock split). GreenPoint operated two primary businesses, a retail savings bank (GreenPoint Bank) and a national mortgage company (GreenPoint Mortgage Funding, Inc.). At the merger date, 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. On February 21, 2005, the operations of GreenPoint Bank were merged with and into North Fork Bank. GreenPoint Mortgage continues to operate as a separate subsidiary.

Identifiable Intangibles

The following table represents a roll forward of identifiable intangibles, which is comprised primarily of core deposits intangibles from previous acquisitions.


	2005			2004			2003

(In thousands)
Gross Carrying Value	$	188,243		$	35,165		$	35,165
Add: GreenPoint Acquisition(1)		—			113,726			—
Add: TCNJ Acquisition(2)		—			39,352			—

Gross Carrying Value	$	188,243		$	188,243		$	35,165
Less: Accumulated Amortization		(74,152	)		(37,509	)		(22,400	)

Net Carrying Value	$	114,091		$	150,734		$	12,765


(1)		The GreenPoint core deposit intangible is being amortized over 11 years on an accelerated basis.

(2)		The TCNJ core deposit intangible is being amortized over 8 years on an accelerated basis.

Amortization expense of identifiable intangibles was $36.6 million, $15.1 million and $3.6 million for 2005, 2004 and 2003, respectively. The aggregate amortization expense is projected to be $33.6 million, $25.6 million, $20.5 million, $16.1 million and $6.6 million in 2006, 2007, 2008, 2009 and 2010, respectively.

Goodwill

Goodwill was $5.9 billion for both 2005 and 2004, respectively. Any changes in goodwill during 2005 were insignificant and resulted from the final purchase accounting adjustments for facility and compensation related matters that were not available at the time we closed the acquisition of GreenPoint. Goodwill is analyzed for impairment on an annually basis. No impairment loss was recorded in 2005 or 2004.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


NOTE 3 —	Securities

Available-for-Sale Securities

The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of available-for-sale securities were as follows at December 31:


	2005									2004
			Gross		Gross							Gross		Gross
	Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value

(In thousands)
CMO Agency Issuances	$	3,604,117	$	54	$	(92,886	)	$	3,511,285	$	5,121,001	$	11,911	$	(34,669	)	$	5,098,243
CMO Private Issuances		3,484,016		299		(74,526	)		3,409,789		4,723,080		14,628		(15,895	)		4,721,813
Agency Pass-Through Certificates		1,986,388		3,554		(33,455	)		1,956,487		2,715,253		28,109		(6,295	)		2,737,067
State & Municipal Obligations		884,742		2,339		(5,843	)		881,238		916,239		6,147		(2,274	)		920,112
Equity Securities(1)(2)		663,371		13,659		(1,505	)		675,525		790,042		5,377		(1,414	)		794,005
U.S. Treasury & Agency Obligations		233,468		—		(2,316	)		231,152		361,987		2,737		(949	)		363,775
Other Securities		628,737		6,134		(4,370	)		630,501		800,848		12,075		(3,313	)		809,610

	$	11,484,839	$	26,039	$	(214,901	)	$	11,295,977	$	15,428,450	$	80,984	$	(64,809	)	$	15,444,625


(1)		Amortized cost and fair value includes $265.8 million and $351.7 million in Federal Home Loan Bank stock at December 31, 2005 and 2004, respectively.

(2)		Amortized cost and fair value includes $332.3 million and $342.8 million at December 31, 2005 and $369.6 million and $371.2 million at December 31, 2004 in Freddie Mac and Fannie Mae Preferred Stock, respectively.

Held-to-Maturity Securities

The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of held-to-maturity securities were as follows at December 31:


	2005									2004
			Gross		Gross							Gross		Gross
	Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value

(In thousands)
Agency Pass-Through Certificates	$	46,155	$	525	$	(866	)	$	45,814	$	57,719	$	1,402	$	(345	)	$	58,776
CMO Private Issuances		9,430		—		(472	)		8,958		24,426		209		(484	)		24,151
State & Municipal Obligations		38,301		1,815		—			40,116		45,303		2,688		—			47,991
Other Securities		10,324		—		(84	)		10,240		15,125		—		(52	)		15,073

	$	104,210	$	2,340	$	(1,422	)	$	105,128	$	142,573	$	4,299	$	(881	)	$	145,991

Mortgage backed securities represented 78% of total securities at December 31, 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 planned amortization class (PAC) structures or adjustable rate issues. The adjustable rate pass-throughs and CMOs are principally Hybrid adjustable rate mortgages (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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

one-year Treasuries). Hybrid ARMs included in Pass-throughs and CMOs as of December 31, 2005 aggregated $2.6 billion.

At December 31, 2005, securities carried at $7.3 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 re-pledged by the secured parties approximated $4.1 billion, while securities pledged under agreements pursuant to which the secured parties may not sell or re-pledge the collateral approximated $3.2 billion at December 31, 2005.

At December 31, 2005, the amortized cost and estimated fair value of securities by contractual maturity are presented in the table below. Expected maturities will differ from contractual maturities since issuers may have the right to call or prepay obligations without call or prepayment penalties.


	Available-for-Sale				Held-to-Maturity
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value

(In thousands)
Due in One Year or Less	$	478,204	$	477,790	$	4,050	$	4,060
Due After One Year Through Five Years		370,916		367,467		19,771		19,854
Due After Five Years Through Ten Years		168,607		167,621		10,962		11,530
Due After Ten Years		729,220		730,013		13,842		14,912

Sub-total	$	1,746,947	$	1,742,891	$	48,625	$	50,356
CMO’s		7,088,133		6,921,074		9,430		8,958
Agency Pass-Through Certificates		1,986,388		1,956,487		46,155		45,814
Equity Securities		663,371		675,525		—		—

	$	11,484,839	$	11,295,977	$	104,210	$	105,128

The proceeds from realized gains and losses on securities were as follows at December 31,


	2005			2004			2003

(In thousands)
Proceeds from Sales	$	2,258,489		$	1,442,626		$	1,532,384

Gross Realized Gains	$	18,651		$	14,780		$	24,901
Gross Realized Losses		(8,512	)		(2,124	)		(9,139	)

Net Realized Gains	$	10,139		$	12,656		$	15,762

In December 2005, $577 million in securities were identified as other than temporarily impaired resulting in a realized loss of $6.0 million. Theses securities were sold in January 2006. Gross realized gains and losses for 2005, 2004 and 2003 resulted from sales of mortgage backed securities, corporate bonds and certain equity and capital securities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table provides the gross unrealized losses and fair value, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position, as of December 31, 2005:


	Less than 12 Months					12 Months or Longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses

(In thousands)
CMO Agency Issuances	$	1,166,734	$	(20,888	)	$	2,136,310	$	(71,998	)	$	3,303,044	$	(92,886	)
CMO Private Issuances		1,954,853		(40,364	)		1,254,785		(34,634	)		3,209,638		(74,998	)
Agency Pass-Through Certificates		1,154,060		(16,974	)		521,106		(17,347	)		1,675,166		(34,321	)
State & Municipal Obligations		581,355		(3,663	)		87,048		(2,180	)		668,403		(5,843	)
U.S. Treasury & Agency Obligations		59,943		(1,488	)		24,538		(828	)		84,481		(2,316	)
Equity Securities		43,686		(397	)		99,268		(1,108	)		142,954		(1,505	)
Other Securities		78,561		(1,393	)		133,144		(3,061	)		211,705		(4,454	)

Total Temporarily Impaired Securities	$	5,039,192	$	(85,167	)	$	4,256,199	$	(131,156	)	$	9,295,391	$	(216,323	)

As of December 31, 2005, approximately 93% of the unrealized losses in the securities portfolio was comprised of mortgage-backed securities. The remaining 7% of the unrealized losses is concentrated in corporate bonds and state and municipal obligations. Management reviews these securities at least annually and there are no instances of credit or rating agency downgrades. Management believes these price movements can be attributed to the increase in current market credit spreads on similar issuances.

When purchasing investment securities, the Company’s overall interest-rate risk profile is considered as well as the adequacy of expected returns relative to risks assumed, including prepayments. In continuously managing the investment securities portfolio, management occasionally sells investment securities 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.


NOTE 4 —	Loans

The composition of loans designated as held-for-sale are summarized as follows at December 31,:


Loans Held-for-Sale:			%					%
(Dollars in thousands)	2005		of Total			2004		of Total

Mortgages Loans	$	3,824,547		89	%	$	4,339,581		76	%
Home Equity		496,656		11			1,380,247		24

Total	$	4,321,203		100	%	$	5,719,828		100	%
Deferred Origination Costs		38,064					56,117

Total Loans Held-For-Sale	$	4,359,267				$	5,775,945

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The composition of loans designated as held-for investment are summarized as follows at December 31,:


			%					%
Loans Held-for-Investment:	2005		of Total			2004		of Total

(Dollars in thousands)
Commercial Mortgages	$	6,206,416		19	%	$	5,369,656		18	%
Commercial & Industrial		4,709,440		14			3,046,820		10

Total Commercial		10,915,856		33			8,416,476		28
Residential Mortgages		15,068,443		45			15,668,938		51
Multi-Family Mortgages		4,821,642		15			4,254,405		14
Consumer		1,558,782		5			1,604,863		5
Construction and Land		829,273		2			480,162		2

Total	$	33,193,996		100	%	$	30,424,844		100	%
Deferred Origination Costs, net		38,240					28,490

Total Loans Held-for-Investment	$	33,232,236				$	30,453,334

The loan portfolio is concentrated primarily in loans secured by real estate. The segments of the real estate portfolio are diversified in terms of risk and repayment sources. The underlying collateral includes residential 1-4 family mortgages, and multi-family apartment buildings, owner occupied/non-owner occupied commercial properties and construction and land loans. The risks inherent in the loan portfolio are dependent on both regional and general economic stability, which affect property values and the financial well being and creditworthiness of the borrowers.

At December 31, 2005, loans secured by real estate of $4.0 billion were pledged as collateral under borrowing arrangements with the Federal Home Loan Bank of New York.

Related Party Loans

Loans to related parties include loans to directors and their related companies and executive officers of the Company and its subsidiaries. Such loans are made in the ordinary course of business on substantially the same terms as loans to other individuals and businesses of comparable risks. We do not extend loans to directors and executive officers for purposes of financing the purchase of the company’s common stock. Related party loans, consisting principally of residential mortgage loans, aggregated $4.9 million and $4.8 million at December 31, 2005 and 2004, respectively.

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 appraised value adjusted for estimated disposition costs. Other real estate is reflected on the accompanying balance sheet as a component of other assets.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table represents the components of non-performing assets at December 31,:


	2005		2004

(In thousands)
Non-Performing Loans Held-for-Investment:
Commercial Mortgages	$	498	$	16,890
Commercial & Industrial		7,970		8,730

Total Commercial		8,468		25,620
Residential Mortgages		19,315		103,745
Multi-Family Mortgages		550		1,290
Consumer		2,684		3,178
Construction and Land		—		—

Total Non-Performing Loans-Held-for-Investment	$	31,017	$	133,833
Total Non-Performing Loans-Held-for-Sale		13,931		60,858

Total Non-Performing Loans		44,948		194,691
Other Real Estate		4,101		17,410

Total Non-Performing Assets	$	49,049	$	212,101

Interest foregone on non-accrual loans aggregated $2.2 million in 2005, $2.9 million in 2004 and $1.0 million in 2003 and 2002, respectively. As part of the analysis for loan losses, certain loans are assessed for impairment as specified by the criteria established in SFAS No. 114 “Accounting by Creditors for Impairment of a Loan”. The level of loans identified as impaired and the related valuation was not significant at December 31, 2005 and 2004.

At December 31, 2005, there were no commitments to lend additional funds to borrowers whose loans were non-performing. Additionally, there were no restructured, accruing loans outstanding at December 31, 2005 and 2004.


NOTE 5 —	Allowance for Loan Losses

A summary of changes in the allowance for loan losses is shown below for the years ended December 31,:


	2005			2004			2003

(In thousands)
Balance at Beginning of Year	$	211,097		$	122,733		$	114,995
Provision for Loan Losses		36,000			27,189			26,250
Allowance From Purchase Acquisitions		—			84,977			—

Total		247,097			234,899			141,245
Recoveries Credited to the Allowance		15,646			12,769			8,122
Losses Charged to the Allowance		(44,804	)		(36,571	)		(26,634	)

Balance at End of Year	$	217,939		$	211,097		$	122,733

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


NOTE 6 —	Premises and Equipment

The following is a summary of premises and equipment at December 31,:


	2005			2004

(In thousands)
Land	$	96,425		$	94,830
Premises		141,922			132,480
Leasehold Improvements		191,384			172,622
Equipment		236,527			242,393

		666,258			642,325
Less: Accumulated Depreciation and Amortization		(228,218	)		(226,322	)

	$	438,040		$	416,003

Depreciation and amortization of premises and equipment, is reflected as a component of occupancy and equipment, net in the consolidated statements of income, was $43.1 million, $24.8 million and $15.4 million for 2005, 2004 and 2003, respectively.


NOTE 7 —	Deposits

The following table represents the composition of customer deposit liabilities at December 31,:


	2005					2004
			%					%
	Amount		of Total			Amount		of Total

(Dollars in thousands)
Demand	$	7,639,231		20.9	%	$	6,738,302		19.3	%
Money Market Accounts		10,013,110		27.3			9,246,236		26.6
Now		5,593,121		15.3			5,019,159		14.4
Savings		5,303,930		14.5			6,333,599		18.2
Time		5,428,921		14.8			4,932,301		14.2
Certificate of Deposit, $100,000 and Over		2,638,260		7.2			2,542,831		7.3

Total Deposits	$	36,616,573		100.0	%	$	34,812,428		100.0	%

The aggregate amount of overdrawn deposit balances reclassified as loans was $35.4 million and $24.0 million as of December 31, 2005 and 2004, respectively.

The following is a summary of the remaining maturity of time deposits including certificates of deposits, $100,000 and over as of December 31, 2005:


	Balance

(In thousands)
2006	$	6,647,496
2007		866,488
2008		213,711
2009		234,685
2010		72,882
Thereafter		2,784

Total Time and Certificates of Deposits(1)	$	8,038,046


(1)		Excludes $29.1 million in purchase accounting adjustments.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The remaining maturities of certificate of deposits in amounts of $100,000 and over at December 31, 2005, were as follows:


	Balance

(In thousands)
3 Months or Less	$	1,076,979
3 to 6 Months		672,127
6 to 12 Months		587,446
Greater Than One Year		301,708

	$	2,638,260


NOTE 8 —	Federal Funds Purchased and Collateralized Borrowings

The following table summarizes the components of federal funds purchased & collateralized borrowings at December 31,:


	2005		2004

(In thousands)
Federal Funds Purchased	$	2,634,000	$	2,311,000
Securities Sold Under Repurchase Agreements		3,783,017		7,138,175
Federal Home Loan Bank Advances		3,283,604		5,143,852

Total Federal Funds Purchased and Collateralized Borrowings	$	9,700,621	$	14,593,027

The following is a summary of federal funds purchased and securities sold under agreements to repurchase (“Repos”) at and for the years ended December 31,:


	2005			2004			2003

(Dollars in thousand)
Federal Funds Purchased:
Period End Balance	$	2,634,000		$	2,311,000		$	263,000
Maximum Amount Outstanding at Any Month End		2,705,000			2,523,000			336,000
Average Outstanding Balance		1,642,185			643,436			105,748
Weighted Average Interest Rate Paid		3.27	%		1.93	%		1.18	%
Weighted Average Interest Rate at Year End		4.17			2.54			0.99
Securities Sold Under Agreements to Repurchase:
Period End Balance	$	3,783,017		$	7,138,175		$	1,908,154
Accrued Interest Payable at Period End		14,903			20,381			7,607
Maximum Amount Outstanding at Any Month End		7,964,087			7,307,012			4,550,000
Average Outstanding Balance	$	5,730,343		$	3,087,946			3,101,184
Weighted Average Interest Rate Paid		3.14	%		2.60	%		2.41	%
Weighted Average Interest Rate at Year End		3.68			2.89			2.92

Interest swaps were used to convert certain Repos from variable rates to fixed rates. (See Note 10 — “Derivative Financial Instruments” for additional information). The impact of these swaps was to change the weighted average interest rate paid in the above table to 3.19%, 2.81% and 2.85%, at December 31, 2005, 2004 and 2003, respectively.

Qualifying Repos are treated as financings and the obligations to repurchase securities sold are reflected as liabilities on the consolidated balance sheets. The dollar amount of securities underlying the agreements remain in

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the asset accounts, although the securities underlying the agreements are delivered to the brokers who arranged the transactions. In certain instances, the brokers may have sold, loaned, or disposed of the securities to other parties in the normal course of their operations, and have agreed to resell substantially similar securities at the maturity of the agreements to the Company.

The following is a summary of the amortized cost and fair value of securities collateralizing Repos, in addition to the amounts of and the contractual interest rates on the related borrowings.


														U.S. Gov.’t
						Total				MBS(1)				Agencies(1)
			Average			Amortized		Fair		Amortized		Fair		Amortized		Fair
Contractual Maturity	Repo’s (2) (3)		Rates(4)			Cost		Value		Cost		Value		Cost		Value

(Dollars in thousands)
Up to 30 days	$	10,608		4.31	%	$	14,366	$	14,033	$	14,367	$	14,032	$	—	$	—
30 to 90 Days		325,000		3.96			303,679		295,397		303,679		295,397		—		—
90 Days to 1 Year		450,000		3.47			695,045		676,871		695,045		676,871		—		—
In Excess of 1 Year		2,950,000		4.45			3,206,810		3,135,021		3,144,801		3,074,411		62,009		60,610

Total	$	3,735,608		4.29	%	$	4,219,900	$	4,121,322	$	4,157,892	$	4,060,711	$	62,009	$	60,610


(1)		Excludes accrued interest receivable of $16.4 million.

(2)		Excludes accrued interest payable of $14.9 million.

(3)		Excludes $47.4 million in purchase accounting discounts.

(4)		The weighted average interest rate at year end 2005 with purchase accounting adjustments was 3.68%.

The contractual maturity of Federal Home Loan Bank (“FHLB”) Advances at December 31, 2005 is as follows:


	FHLB		Average
Maturity	Advances(1)		Rates(1)(2)

(Dollars in thousands)
2006	$	550,000		4.71	%
2007		725,015		4.66
2008		350,000		5.50
2009		—		—
2010		900,000		5.45
Thereafter		650,000		4.97

Total	$	3,175,015		5.05	%


(1)		Excludes $108.6 million in purchase accounting discounts.

(2)		The weighted average interest rate at year end including purchase accounting adjustments was 3.57%.

Our banking subsidiaries have the ability to borrow an additional $11.9 billion on a secured basis, utilizing mortgage related loans and securities as collateral. At December 31, 2005, $4.1 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 $1.3 billion at December 31, 2005. We continually monitor our liquidity position as well as the liquidity positions of our banking subsidiaries and believe that sufficient liquidity exists to meet all of our operating requirements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


NOTE 9 —	Other Borrowings

The following tables summarize other borrowings outstanding as of December 31,:

Subordinated Notes:


	2005			2004

(Dollars in thousands)
Parent Company:
5.875% Subordinated Notes due August 2012	$	349,408		$	349,319
5.0% Subordinated Notes due August 2012		150,000			150,000
Subsidiary Bank:
9.25% Subordinated Bank Notes due October 2010		178,622			184,474

Total Subordinated Notes		678,030			683,793
Fair Value Hedge Adjustment		(31,040	)		(22,888	)

Total Subordinated Notes Carrying Amount	$	646,990		$	660,905

$350 million of 5.875% Subordinated Notes and $150 million of 5% Fixed Rate/Floating Rate Subordinated Notes which mature in 2012, were issued in August 2002. These issuances 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 10 — “Derivative Financial Instruments” for additional information).

$150 million of 9.25% Subordinated Bank Notes were assumed from GreenPoint. The 9.25% Subordinated Bank Notes mature in 2010, pay interest semi-annually and currently $120 million qualifies as Tier II capital for regulatory purposes. The 9.25% Subordinated Bank Notes were recorded at fair value as of the acquisition date and includes the remaining fair value discount of $28.6 million and $34.6 million at December 31, 2005 and December 31, 2004, respectively, which reduced the effective cost of funds to 4.61%.

Junior Subordinated Debt (Related to Trust Preferred Securities):


	2005		2004

(In thousands)
8.70% Junior Subordinated Debt — due December 2026	$	102,839	$	102,827
8.00% Junior Subordinated Debt — due December 2027		102,811		102,798
8.17% Junior Subordinated Debt — due May 2028		46,547		46,547
9.10% Junior Subordinated Debt — due June 2027		235,867		237,251

Total Junior Subordinated		488,064		489,423
Fair Value Hedge Adjustment		7,427		15,165

Total Junior Subordinated Debt Carrying Amount	$	495,491	$	504,588

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

$200 million of 9.10% Capital Securities were assumed from GreenPoint. The corresponding Junior Subordinated Debt of $206.2 million previously issued was recorded at fair value as of the acquisition date and includes the remaining fair value discount of $29.7 million and $31.1 million at December 31, 2005 and December 31, 2004, respectively, which reduced the effective cost of funds to 7.63%.

Pay floating swaps of $245 million, designated as fair value hedges, were used to convert a corresponding amount in Junior Subordinated Debt from their stated fixed rates to variable rates indexed to three-month LIBOR. (See Note 10 — “Derivative Financial Instruments” for additional information.)

Senior Notes:


	2005			2004

(In thousands)
3.20% Senior Notes due June 6, 2008	$	344,945		$	342,869
Fair Value Hedge Adjustment		(10,062	)		(2,044	)

Total Senior Notes Carrying Amount	$	334,883		$	340,825

$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 acquisition date and include the remaining fair value premium of $5.1 million and $7.1 million at December 31, 2005 and December 31, 2004, respectively, which increased 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 10 — “Derivative Financial Instruments” for additional information).


NOTE 10 —	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, we deal only with counterparties of good credit standing and establish counterparty credit limits. In connection with our interest rate risk management process, we periodically enter into interest rate derivative contracts. These derivative interest rate contracts may include interest rate swaps, caps, and floors and are used to modify the repricing characteristics of specific assets and liabilities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table details the interest rate swaps and the associated hedged liabilities outstanding as of December 31, 2005:


				Fixed			Variable
		Notional		Interest			Interest
Maturity	Hedged Liability	Amounts		Rates			Rates

(Dollars in thousand)
Pay Fixed Swaps
2008	Repurchase Agreement	$	75,000		6.14	%		4.29	%

Pay Floating Swaps
2007	5.00% Subordinated Notes	$	150,000		5.00	%		6.64	%
2008	3.20% Senior Notes		350,000		3.20	%		4.10	%
2012	5.875% Subordinated Notes		350,000		5.88	%		6.64	%
2026	8.70% Junior Subordinated Debt		100,000		8.70	%		6.61	%
2027	8.00% Junior Subordinated Debt		100,000		8.00	%		5.98	%
2028	8.17% Junior Subordinated Debt		45,000		8.17	%		7.03	%

		$	1,095,000

At December 31, 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 December 31, 2005, these swaps had an unrealized loss of $2.2 million, which is recorded as a component of other liabilities (the net of tax amount of $1.2 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 $2.6 million, $8.0 million and $23.9 million for the years ended December 31, 2005, 2004 and 2003, respectively. The decline in swap related interest expense was due primarily to the maturity of $100 million in the second quarter of 2004. Based upon the current interest rate environment, approximately $.6 million of the $1.2 million after tax unrealized loss is expected to be reclassified from accumulated other comprehensive loss during the next twelve months.

At December 31, 2005, $1.1 billion of pay floating swaps, designated as fair value hedges, was outstanding. $350 million in pay floating swaps was used to convert the stated fixed rate on the 5.88% 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 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 December 31, 2005, the fair value adjustment on these swaps resulted in a loss of $31.0 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 increased interest expense by approximately $.3 million and reduced interest expense by $9.0 million and $5.3 million for the years ended December 31, 2005, 2004 and 2003, 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 was 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 December 31, 2005, the fair value adjustment on the swaps resulted in a loss of $10.1 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. For the years ended December 31, 2005 and 2004, these swaps reduced interest expense by $.9 million and $1.3 million, respectively. There was no hedge ineffectiveness recorded in the Consolidated Statements of Income on these transactions for all periods reported.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 contain payment dates, maturity dates and embedded call options held by the counterparty (exercisable in approximately two years), which are identical to the terms and call provisions contained in the Junior Subordinated Debt. At December 31, 2005, the fair value adjustment on these swaps resulted in a gain totaling $7.4 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. For the years ended December 31, 2005, 2004 and 2003 these swaps reduced interest expense by $8.1 million, $12.6 million and $12.3 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 recorded in current earnings as a component of 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. In accordance with SFAS 133, certain of these positions qualify as fair value hedges against a portion of the funded held-for-sale loan portfolio 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 economic 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 $1.9 billion at December 31, 2005. Forward contracts designated as fair value hedges associated with mortgage loans held-for-sale had a notional value of $1.5 billion at December 31, 2005. The notional amount of forward contracts used to manage the risk associated with interest rate lock commitments on mortgage loans was $407 million at December 31, 2005.

The following table shows hedge ineffectiveness on fair value hedges included in gain on sale of loans for the years ended December 31,:


	2005			2004

(In thousands)
(Loss)/Gain on Hedged Mortgage Loans	$	(13,016	)	$	15,038
Gain/(Loss) on Derivatives		11,400			(14,418	)

Hedge Ineffectiveness	$	(1,616	)	$	620

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


NOTE 11 —	Income Taxes

The components of the consolidated provision for income taxes are shown below for the years ended December 31,:


	2005		2004		2003

(In thousands)
Current Tax Expense	$	387,313	$	78,755	$	215,930
Deferred Tax Expense/(Benefit)		118,383		208,982		(13,090	)

Provision for Income Taxes	$	505,696	$	287,737	$	202,840

The following table reconciles the statutory federal tax rate to the effective tax rate on income before income taxes for the years ended December 31,:


	2005			2004			2003

Federal Statutory Tax Rates		35.00	%		35.00	%		35.00	%
Increases/Reductions Resulting from:
State and Local Income Taxes, Net of Federal Income Tax Benefit		1.44			2.17			.84
Tax Exempt Interest, net		(1.28	)		(1.59	)		(1.56	)
Dividends Received Deduction		(.34	)		(.24	)		(.32	)
Other, net		(.05	)		(1.12	)		(.11	)

Total Adjustments		(.23	)		(.78	)		(1.15	)

Effective Tax Rate		34.77	%		34.22	%		33.85	%

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The components of the net deferred tax asset or liability included in “Other Assets” or “Accrued Expenses & Other Liabilities” on the accompanying consolidated balance sheets at December 31, are as follows:


	2005			2004

(In thousands)
Deferred Tax Assets:
Allowance for Loan Losses	$	92,280		$	80,117
Deferred Compensation and Other Employee Benefit Plans		50,527			52,251
Deductible Merger Related Charges		15,859			38,674
Retained Liability, (Manufactured Housing)		111,523			147,806
Valuation Differences Resulting From Acquired Assets and Liabilities		66,624			106,960
Unrealized Loss on Securities Available-for-Sale		77,584			—
Other		90,037			76,719

Gross Deferred Tax Asset	$	504,434		$	502,527

Valuation Allowance		(4,567	)		(4,567	)

Deferred Tax Asset	$	499,867		$	497,960

Deferred Tax Liabilities:
Unrealized Gain on Securities Available-for-Sale	$	—		$	4,830
Excess Book Basis Over Tax Basis — Premises and Equipment		9,034			14,165
Income Not Realized for Tax Purposes		31,444			68,338
Servicing Assets		105,361			94,604
Other		182,380			99,647

Gross Deferred Tax Liability	$	328,219		$	281,584

Net Deferred Tax Asset	$	171,648		$	216,376

During 2005, the valuation allowance remained at $4.6 million. Management continues to reserve a portion of the New York State and City deferred tax asset due to uncertainties of realization. Additionally, as a result of merging with and acquiring thrifts, retained earnings at December 31, 2005 and 2004 includes approximately $276 million, for which no Federal income tax liability has been recognized. This amount represents the balance of acquired thrift bad debt reserves created for tax purposes as of December 31, 1987. These amounts are subject to recapture in the unlikely event that the Bank makes distributions in excess of earnings and profits, redeems its stock, or liquidates.


NOTE 12 —	Business Segments

In October 2004, we assumed a national mortgage business with the Green Point acquisition. As a result, 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 355 branches located throughout the New York Metropolitan area. The mortgage banking segment is conducted through GreenPoint Mortgage, which originates, sells and services a wide variety of mortgages secured by 1-4 family residences and small commercial properties, on a nationwide basis.

We changed our segment reporting structure in the fourth quarter of 2004, to reclassify our financial services division into the retail banking segment. 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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

area 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.

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 and the sale of our minority interest in a non-public finance company are reflected in the “Other” column.

The following table provides information necessary for a reasonable representation of each segment’s contribution to consolidated net income for the years ended December 31, 2005 and 2004, respectively.


	Retail		Mortgage		Segment					Consolidated
	Banking		Banking		Totals		Other			Operations

(In thousands)
Year ended December 31, 2005
Net Interest Income	$	1,700,077	$	109,143	$	1,809,220	$	661		$	1,809,881
Provision for Loan Losses		36,000		—		36,000		—			36,000

Net Interest Income After Provision for Loan Losses		1,664,077		109,143		1,773,220		661			1,773,881

Non-Interest Income:
Mortgage Banking Income(2)		—		512,936		512,936		(92,098	)		420,838
Customer Related Fees & Service Charges		166,872		—		166,872		—			166,872
Investment Management, Commissions & Trust Fees		38,962		—		38,962		—			38,962
Other Operating Income		46,801		6,791		53,592		—			53,592
Securities Gains, net		10,139		—		10,139		—			10,139
Gain on Sale of Other Investments		—		—		—		15,108			15,108

Total Non-Interest Income		262,774		519,727		782,501		(76,990	)		705,511

Non-Interest Expense:
Employee Compensation and Benefits		361,413		188,568		549,981		—			549,981
Occupancy and Equipment, net		152,267		39,812		192,079		—			192,079
Other Operating Expenses		230,069		80,606		310,675		(43,268	)		267,407
Facility Closures Expense		15,382		—		15,382		—			15,382

Total Non-Interest Expense		759,131		308,986		1,068,117		(43,268	)		1,024,849

Income Before Income Taxes		1,167,720		319,884		1,487,604		(33,061	)		1,454,543
Provision for Income Taxes		385,244		134,337		519,581		(13,885	)		505,696

Net Income	$	782,476	$	185,547	$	968,023	$	(19,176	)	$	948,847

Total Assets	$	52,905,745	$	4,711,126	$	57,616,871	$	—		$	57,616,871

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Retail
Mortgage
Segment
Consolidated

Banking Banking Totals Other Operations

(In thousands)

Year ended December 31, 2004

Net Interest Income
$ 1,132,039 $ 42,423 $ 1,174,462 $ 759 $ 1,175,221

Provision for Loan Losses
27,189 — 27,189 — 27,189

Net Interest Income After Provision for Loan Losses
1,104,850 42,423 1,147,273 759 1,148,032

Non-Interest Income:

Mortgage Banking Income(2)
— 82,524 82,524 (21,682 ) 60,842

Customer Related Fees & Service Charges
114,481 — 114,481 — 114,481

Investment Management, Commissions & Trust Fees
24,952 229 25,181 — 25,181

Other Operating Income
30,692 3,599 34,291 (2,299 ) 31,992

Securities Gains, net
12,656 — 12,656 — 12,656

Gain on Sale of Other Investments
— — — 3,351 3,351

Total Non-Interest Income
182,781 86,352 269,133 (20,630 ) 248,503

Non-Interest Expense:

Employee Compensation and Benefits
263,124 43,657 306,781 — 306,781

Occupancy and Equipment, net
95,171 11,003 106,174 — 106,174

Other Operating Expenses
124,328 18,519 142,847 — 142,847

Total Non-Interest Expense
482,623 73,179 555,802 — 555,802

Income Before Income Taxes
805,008 55,596 860,604 (19,871 ) 840,733

Provision for Income Taxes
275,510 19,027 294,537 (6,800 ) 287,737

Net Income
$ 529,498 $ 36,569 $ 566,067 $ (13,071 ) $ 552,996

Total Assets
$ 54,178,528 $ 6,488,527 $ 60,667,055 $ — $ 60,667,055

The table below represents the components of mortgage banking income for the years ended December 31,:


	2005			2004(1)

(In thousands)
Mortgage Banking Income:
Gain on Sale of Loans Held-for-Sale(2)	$	431,145		$	53,710
Mortgage Banking Fees, net		100,173			27,973
Amortization of Mortgage Servicing Rights		(87,354	)		(20,841	)
Temporary Impairment — Mortgage Servicing Rights		(23,126	)		—

Total Mortgage Banking Income	$	420,838		$	60,842


(1)		GreenPoint Mortgage was acquired on October 1, 2004.

(2)		In accordance with U.S accounting principles, we were required to adjust the historical carrying value of loans classified by GreenPoint as held-for-sale as of the acquisition date to fair value. As a result, the economic gain from the sale of these mortgage loans that would ordinarily be reflected as a component of non-interest income at the date of sale was recorded as a fair value adjustment to the loans, historical carrying vales and reflected as a reduction to goodwill. This fair value adjustment was $(.5) million and $56.4 million at December 31, 2005 and 2004, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


NOTE 13 —	Mortgage Servicing Rights

Mortgage Servicing Rights (“MSRs”), are recognized when mortgage loans are sold in the secondary market and the right to service these loans are retained for a fee. MSRs are carried at the lower of the initial carrying value, adjusted for amortization or fair value. MSRs are amortized in proportion to, and over the period of, estimated net servicing income. The amortization of MSRs is periodically analyzed and adjusted to reflect changes in prepayment speeds.

The following table sets forth the changes in the carrying value and fair value of mortgage servicing rights at December 31,:


	2005			2004

(Dollars in thousands)
Mortgage Servicing Rights:
Balance at Beginning of Year	$	254,857		$	—
Acquired in Acquisitions		—			226,125
Originations		131,511			50,444
Purchases		660			—
Amortization		(87,354	)		(20,841	)
Sales		(9,124	)		(871	)

Balance at End of Year	$	290,550		$	254,857

Valuation Allowance:
Balance at Beginning of Year	$	—		$	—
Temporary Impairment Charge		(23,126	)		—

Balance at End of Year	$	(23,126	)	$	—

Mortgage Servicing Rights, net	$	267,424		$	254,857

Fair Value at December 31	$	268,874		$	265,387

Ratio of Mortgage Servicing Rights to Related Loans Serviced for Others		0.92	%		0.96	%
Weighted Average Service Fee		.29			.31

The significant assumptions used in estimating the fair value of the servicing assets at December 31, 2005 and 2004 were as follows:


	2005			2004

Weighted average prepayment rate (includes default rate)		28.1	%		26.1	%
Weighted average life (in years)		3.3			4.0
Cash flows discounted at		10.50	%		10.50	%

At December 31, 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 $12.9 million and $24.2 million, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes our estimate of amortization of MSR’s for the five-year period ending December 31, 2010. This projection was developed using the assumptions made by management in its December 31, 2005, valuation of MSR’s. The assumptions underlying the following estimate will be affected as market conditions and portfolio composition and behavior change, causing both actual and projected amortization levels to change over time. Therefore, the following estimates will change in a manner and amount not presently determinable by management.


	Estimated
	Amortization

(In thousands)
Year Ended December 31,
2006	$	79,413
2007		53,632
2008		36,340
2009		26,019
2010		19,285

Five year total		214,689
Thereafter		75,861

Total	$	290,550


NOTE 14 —	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 us or require us to indemnify the investor (make whole) for any losses incurred by the investor while the loan remains outstanding. The representation and warranty reserve is included in accrued expenses and other liabilities on the consolidated balance sheet.

A summary of the changes in the representation and warranty reserve is shown below for the years ended December 31,:


	2005			2004

(In thousands)
Balance at Beginning of Year	$	97,066		$	—
Amount Acquired through Acquisition		—			80,238
Provisions for Estimated Losses		80,434			23,896
Losses Incurred		(48,880	)		(7,068	)

Balance at End of Year	$	128,620		$	97,066


NOTE 15 —	Retirement and Other Employee Benefit Plans

We maintain a defined benefit pension plan (the “Plan” or the “North Fork Plan”) covering substantially all full-time employees. Pension expense is recognized over the employee’s service life utilizing the projected unit cost actuarial method. Participants accrue a benefit each year equal to five percent of their annual compensation, as defined, plus a rate of interest based on the one-year Treasury Bill rate, credited quarterly. Plan assets are invested in a diversified portfolio of mutual funds, fixed income securities, and equity securities. Contributions are periodically made to the Plan so as to comply with the Employee Retirement Income Security Act (“ERISA”) funding standards and the Internal Revenue Code of 1986, as amended.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

TCNJ maintained two defined benefit retirement plans covering substantially all employees who completed one year of continuous service. Effective June 30, 2004, benefits under these plans were frozen and participants in these plans became eligible to participate in the North Fork Plan effective July 1, 2004.

GreenPoint maintained a defined benefit retirement plan covering substantially all employees who completed one year of service. Effective October 1, 2004, the GreenPoint Cash Balance Plan was merged into the North Fork Plan. The plan provisions for former GreenPoint employees were unchanged after the merger.

Health care and life insurance benefits are also provided to eligible retired employees. Health care benefits received range up to 100% of coverage premiums based on an employee’s age, years of service and retirement date.

The following table sets forth changes in the benefit obligations, plan assets and a reconciliation of the funded status and the assumptions used in determining the net periodic cost included in the accompanying consolidated financial statements at December 31 for the Company’s retirement and post-retirement plans. The Plans were valued using a December 31 measurement date.


	Pension Benefits						Post-Retirement Benefits
	2005			2004			2005			2004

(In thousands)
Change in Benefit Obligation:
Benefit Obligation at Beginning of Year	$	194,468		$	95,451		$	47,721		$	22,746
Benefit Obligation Assumed — GPT		—			94,832			—			17,004
Benefit Obligation Assumed — TCNJ		—			26,712			—			5,800
Service Cost		9,353			6,139			1,755			997
Interest Cost		10,578			7,695			1,847			1,762
Amendments		7,571			—			—			—
Benefits Paid		(22,701	)		(43,477	)		(2,159	)		(1,446	)
Actuarial Loss/(Gain)		9,930			7,116			(13,222	)		858

Benefit Obligation at End of Year	$	209,199		$	194,468		$	35,942		$	47,721

Change in Plan Assets:
Fair Value of Plan Assets at Beginning of Year	$	280,327		$	101,859		$	3,391		$	1,694
Fair Value of Plan Assets Acquired — GPT		—			50,622			—			—
Fair Value of Plan Assets Acquired — TCNJ		—			99,573			—			—
Actual Return on Plan Assets		11,816			15,192			285			97
Employer Contributions		18,998			56,558			5,459			3,046
Benefits Paid		(22,701	)		(43,477	)		(2,159	)		(1,446	)

Fair Value of Plan Assets at End of Year	$	288,440		$	280,327		$	6,976		$	3,391

Accumulated Benefit Obligation at End of Year:	$	201,786		$	182,144		$	35,942		$	47,721

Reconciliation of Funded Status:
Funded Status	$	79,241		$	85,859		$	(28,966	)	$	(44,330	)
Unrecognized Actuarial Loss/(Gain)		46,173			28,479			(4,476	)		8,626
Unrecognized Prior Service Cost/(Credit)		6,880			(902	)		(435	)		(516	)
Unrecognized Transition (Asset)/Obligation		—			(131	)		1,575			1,868

Prepaid/(Accrued) Benefit Cost	$	132,294		$	113,305		$	(32,302	)	$	(34,352	)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Pension Benefits Post-Retirement Benefits

2005 2004 2003 2005 2004 2003

Weighted Average Assumptions Used to Determine Benefit Obligations at December 31:

Discount Rate
5.50 % 5.75 % 6.00 % 5.50 % 5.75 % 6.00 %

Rate of Compensation Increase
4.50 4.50 4.50 N/A N/A N/A

Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost for the Year Ended:

Discount Rate
5.75 % 6.00 % 6.50 % 5.75 % 6.00 % 6.50 %

Expected Rate of Return on Plan Assets
7.50 7.50 7.50 7.50 7.50 7.50

Rate of Compensation Increase
4.50 4.50 4.50 N/A N/A N/A

To develop the expected long-term rate of return on plan assets assumption, consideration was given to the current level of expected returns on risk free investments (primarily government bonds), the historical level of the risk premium associated with the other asset classes in which the portfolio is invested and the expectations for future returns of each asset class. The expected return for each asset class was then weighted based on the target asset allocation to develop the expected long-term rate of return on assets assumption for the portfolio. This resulted in the selection of the 7.50% assumption for the year ended December 31, 2005.

The components of net periodic benefit cost follow for the years ended December 31,


										Post-Retirement
	Pension Benefits									Benefits
	2005			2004			2003			2005			2004			2003

(In thousands)
Components of Net Periodic Benefit Cost:
Service Cost	$	9,353		$	6,139		$	3,500		$	1,755		$	997		$	576
Interest Cost		10,578			7,695			5,545			1,847			1,762			1,247
Expected Return on Plan Assets		(20,561	)		(12,780	)		(6,805	)		(254	)		(127	)		—
Amortization of Prior Service Cost		(211	)		(263	)		(263	)		(81	)		(81	)		(81	)
Amortization of Transition (Asset)/Obligation		(131	)		(427	)		(427	)		293			293			293
Recognized Actuarial Loss/(Gain)		981			1,025			848			(151	)		295			236

Net Periodic Benefit Cost	$	9		$	1,389		$	2,398		$	3,409		$	3,139		$	2,271

The following table sets forth the assumed health care costs trend rates at December 31,


	2005			2004			2003

Assumptions in Health Care Costs Trend Rates:
Health Care Cost Trend Rate Assumed for Next Year		9.5	%		9.8	%		10.8	%
Rate to Which the Cost Trend is Assumed to Decline (the ultimate trend rate)		5.0			5.0			5.0
Year That the Rate Reaches the Ultimate Trend Rate		2015			2010			2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one-percentage point change in assumed health care cost trend would have the following effects:


	2005					2004
	1% Increase		1% Decrease			1% Increase		1% Decrease

(In thousands)
Effect on Total of Service and Interest Cost	$	236	$	(185	)	$	615	$	(430	)
Effect on Post-Retirement Benefit Obligation		2,117		(1,799	)		5,993		(4,651	)

Cash Flows

The following benefit payments, which reflect expected future service are expected to be paid:


Estimated Future Benefit Payments:	Pension Benefits		Other Benefits

(In thousands)
2006	$	14,251	$	1,935
2007		17,049		2,034
2008		15,476		2,070
2009		16,679		2,118
2010		16,559		2,150
2011 — 2015		99,694		11,141

Contributions

No contributions are expected to be made to the qualified pension plan during 2006, while $.7 million and $1.9 million are expected to be made to the non-qualified pension plan and other post-retirement benefit plan, respectively, in 2006.

Plan Asset Allocation

The plan’s weighted-average asset allocations at December 31, 2005 and 2004, by asset category are as follows:


Asset Categories:	2005			2004

Equity Securities		60	%		59	%
Debt Securities		39			34
Other		1			7

Total		100	%		100	%

The investment guidelines adopted by the Retirement Committee for the Plan provide the following asset allocation requirements and limitations:


	•	Equity Securities: Not more than 60% of assets

	•	Debt Securities: Not more than 40% of assets

The guidelines specify equity allocations as follows: 1) Large Capitalization Value of 30% to 40%, 2) Large Capitalization Growth of 20% to 30%, 3) Middle Capitalization of 10% to 20%, 4) Smaller Capitalization of 5% to 15% and, 5) Diversified International of 10% to 20%.

Debt securities are limited by the investment guidelines to United States Government obligations or corporate issues rated Baa or higher by Standard & Poor’s or Moody’s. Cash equivalent securities may be viewed as

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

alternative investment vehicles and are limited by the guidelines to mutual funds consisting of instruments issued by the United States Government, United States Treasury, Federal Reserve System or Federal Home Loan Bank, or mutual funds consisting of commercial paper issued by a domestic corporation rated “prime” by the National Credit Office, or of individual fixed income instruments rated A or P1 or higher, maturing in 180 days or less.

The guidelines require that the Plan’s performance be reviewed periodically by comparing total rates of return to specified market indices.

The Company maintains a Supplemental Executive Retirement Plan (“SERP”), that restores to specified senior executives the full level of retirement benefits they would have been entitled to receive absent the ERISA provision limiting maximum payouts under tax qualified plans. The projected benefit obligation, which is unfunded, was $632 thousand at December 31, 2005 and $585 thousand at December 31, 2004. Net periodic pension expense of $104 thousand was recognized in 2005 and net periodic pension income of $41 thousand was recognized in 2004, while net periodic expense incurred in 2003 for the SERP was $103 thousand. The weighted average discount rate utilized in determining the projected benefit obligation was 5.50%, 5.75% and 6.00% at December 31, 2005, 2004 and 2003, respectively. The assumed rate of future compensation increases was 4.50% at December 31, 2005, 2004 and 2003. The Company expects to make a contribution to this plan of $.7 million in 2006.

A savings plan is maintained under section 401(k) of the Internal Revenue Code and covers substantially all current full-time and certain part-time employees. Newly hired employees can elect to participate in the savings plan after completing three months of service. Under the provisions of the savings plan, employee contributions are partially matched by the Company with cash contributions. Participants can invest their account balances into several investment alternatives, including shares of the Company’s common stock. 401(k) plan expense was $9.7 million, $4.7 million and $3.4 million for the years ended December 31, 2005, 2004, and 2003, respectively.

Bank Owned Life Insurance

At December 31, 2005 and 2004, we maintained three Bank Owned Life Insurance Trusts (commonly referred to as BOLI) on the consolidated balance sheet. The BOLI trusts were formed to offset future employee benefit costs and to provide additional benefits due to its tax exempt nature. Only officer level employees, who have consented, have been insured under the program.

The underlying structure of the initial BOLI trust formed requires that the assets supporting the insurance policies be reported on the consolidated balance sheets, principally as a component of the available-for-sale securities portfolio and the related income to be characterized as either interest income or gain/(loss) on sale of securities. At December 31, 2005 and 2004, $216.8 million and $215.1 million, respectively were held by the trust and are principally included in the available-for-sale securities portfolio. Based on the underlying structures of the other two BOLI trusts the cash surrender values (“CSV”) of the life insurance policies held by the trusts are required to be classified as other assets on the consolidated balance sheet and the related income/(loss) be characterized as other income. The cash surrender value of the policies held by these trusts were $208.8 million and $203.4 million at December 31, 2005 and 2004, respectively.


NOTE 16 —	Common Stock Plans

The Company maintains stock incentive plans for all eligible employees providing for grants of stock options and restricted stock awards. Options to purchase common stock are granted by the Compensation Committee of the Board of Directors at the average market price on the date of grant, generally vest within six months from issuance and have a ten-year expiration period. The Company has not, nor does it anticipate, repricing any stock options.

Restricted stock awards granted by the Compensation Committee are forfeitable and subject to certain restrictions on the part of the recipient until ownership of the shares vest. The Committee can, at its discretion, accelerate the removal of any and all restrictions. If the Company is party to a merger, consolidation, sale of substantially all assets, or similar transaction, all restrictions will lapse.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

New Employee Stock Compensation Plan

The plan provides for non-qualified stock options and restricted stock awards, to be granted either separately or in combination to all eligible persons not previously employed by the Company in connection with their entering into such an employment relationship. The number of shares issuable thereunder, either as restricted stock or non-qualified stock options is 1,500,000 shares. At December 31, 2005, 822,650 shares remain authorized and unissued.

2003 Stock Compensation Plan

The plan provides for non-qualified stock options and restricted stock awards, to be granted either separately or in combination to all eligible employees. The number of shares issuable thereunder is 7,500,000, with no more than 4,950,000 authorized for restricted stock awards. At December 31, 2005, 1,987,456 shares remained authorized and unissued.

GreenPoint 1999 Stock Incentive Plan

This plan was assumed and retained as part of the GreenPoint acquisition. The plan provides for non-qualified stock options and restricted stock awards, to be granted either separately or in combination to all eligible employees. The number of shares issuable thereunder is 1,228,193, with no more than 300,000 authorized for restricted stock awards. At December 31, 2005, 707,922 shares remained authorized and unissued.

1999 Stock Compensation Plan

1998 Stock Compensation Plan

The plan provides for non-qualified stock options and restricted stock awards, to be granted either separately or in combination to all eligible employees. The number of shares issuable thereunder is 2,250,000 with no more than 1,500,000 authorized for restricted stock awards. At December 31, 2005, 6,984 shares remain authorized and unissued.

Acquired Stock Plans

Certain previously acquired companies maintained incentive and non-qualified stock option plans for their officers, directors, and other key employees. Options outstanding, under these plans at the acquisition date were vested upon change in control. At December 31, 2005, 7,817,392 stock options remained outstanding under these plans at an average price of $17.52. No further awards will be made under these assumed plans.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following is a summary of the activity in the aforementioned stock option plans for the three-year period ended December 31,


	2005					2004					2003
				Weighted					Weighted					Weighted
				Average					Average					Average
				Exercise					Exercise					Exercise
	Options			Price		Options			Price		Options			Price

Outstanding at Beginning of Year		22,780,195		$	17.88		4,762,101		$	18.09		5,044,182		$	15.55
Issued in the TCNJ Transaction		—			—		2,756,358			13.78		—			—
Issued in the GreenPoint Transaction		—			—		17,466,503			16.50		—			—
Granted		2,216,338			28.19		1,898,755			28.09		648,300			25.59
Exercised		(10,846,539	)		16.14		(4,072,504	)		14.18		(911,631	)		9.37
Cancelled		(474,845	)		28.66		(31,018	)		18.69		(18,750	)		15.18

Outstanding at Year End		13,675,149		$	20.55		22,780,195		$	17.88		4,762,101		$	18.09

Exercisable at Year End		12,549,019		$	19.93		21,237,793		$	17.13		4,144,701		$	17.02

The following is a summary of the information concerning outstanding and exercisable stock options as of December 31, 2005:


			Weighted		Weighted				Weighted
			Average		Average				Average
Range of	Options		Remaining		Exercise		Options		Exercise
Exercise Prices	Outstanding		Life		Price		Exercisable		Price

$ 3.00 - $15.02		2,799,795		3.3	$	10.83		2,799,795	$	10.83
$15.03 - $24.02		4,919,649		4.7		18.74		4,897,899		18.72
$24.03 - $30.03		5,955,705		7.9		26.62		4,851,325		26.41

$ 3.03 - $30.03		13,675,149		5.8	$	20.55		12,549,019	$	19.93

The following is a summary of activity in restricted stock for the years ended December 31,


	2005					2004					2003
				Weighted					Weighted					Weighted
				Average					Average					Average
				Grant					Grant					Grant
	Shares			Price		Shares			Price		Shares			Price

Outstanding at Beginning of Year		8,367,198		$	19.89		6,827,077		$	17.72		5,753,880		$	15.90
Granted		2,005,677			27.31		1,811,103			27.67		1,237,425			25.65
Vested		(332,895	)		15.16		(179,756	)		15.83		(149,978	)		13.54
Cancelled		(148,492	)		26.55		(91,226	)		20.06		(14,250	)		16.79

Outstanding at Year End		9,891,488		$	21.45		8,367,198		$	19.89		6,827,077		$	17.72

Restricted stock awards are recorded as deferred compensation, a component of stockholders’ equity, at fair value at the date of grant and amortized to compensation expense over the specified vesting periods.

Compensation expense related to restricted stock awards included in employee compensation and benefits was $21.2 million, $14.7 million, and $10.3 million in 2005, 2004 and 2003, respectively.

As permitted under SFAS 123, as amended by SFAS 148, management has elected to apply the intrinsic value method in accounting for its stock-based compensation plans. Accordingly, compensation expense has not been

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

recognized in the accompanying statements of income for its stock-based compensation plans, other than for restricted stock awards. Had compensation expense been recognized for the fair value of options awarded consistent with the methodology prescribed, pro-forma net income and earnings per share would have been as follows for the years ended December 31,


	2005			2004			2003
(Dollars in thousands, except per share amounts)
Net Income, as Reported	$	948,847		$	552,996		$	396,365

Add: Restricted Stock Expense Included in Net Income, Net of Taxes		13,841			9,536			6,809
Less: Total Stock-based Employee Compensation Expense Determined Under the Fair Value Method for all Awards, Net of Taxes		(22,489	)		(16,377	)		(9,254	)

Pro-Forma Net Income	$	940,199		$	546,155		$	393,920

Earnings Per Share:
Basic — as Reported	$	2.03		$	1.88		$	1.75
Basic — Pro-Forma		2.01			1.85			1.74
Diluted — as Reported		2.01			1.85			1.73
Diluted — Pro-Forma		1.99			1.83			1.72

For purposes of the pro-forma amounts, the fair value of stock options granted were estimated using the Black-Scholes option-pricing model at the date of grants. The weighted average assumptions used in the computations are as follows:


	2005			2004			2003

Fair Value for Options Granted	$	5.55		$	5.93		$	5.75
Dividend Yield		3.08	%		2.83	%		2.82	%
Volatility		21.76			24.18			26.30
Risk-Free Interest Rate		4.13			3.60			3.43
Assumed Forfeitures		None			None			None
Expected Life		6 Years			6 Years			6 Years

Dividend Reinvestment and Stock Purchase Plan

The Dividend Reinvestment and Stock Purchase Plan provides stockholders with a method of purchasing additional common stock through the reinvestment of cash dividends and/or making optional cash payments, within certain specified limits, without brokerage commissions. At December 31, 2005, 2,350,780 shares remain authorized and unissued.

Change-in-Control Arrangements

Certain key executive officers have arrangements that provide for the payment of a multiple of base salary, should a change-in control, as defined, occur. These payments are limited under guidelines for deductibility pursuant to the Internal Revenue Code. Also, in connection with a potential change-in-control, certain performance plans were adopted in which substantially all employees could participate in a cash distribution. The amount of the performance plan cash fund would be established when a change-in-control transaction occurs that exceeds industry averages and achieves an above average return for shareholders. A limitation is placed on the amount of the fund and no performance pool is created if the transaction does not exceed industry averages.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


NOTE 17 —	Other Commitments and Contingent Liabilities

Credit Related Commitments

We offer traditional off-balance sheet financial products to meet the financing needs of our customers through both our retail banking and mortgage banking segments. They include commitments to extend credit, lines of credit and letters of credit. Funded commitments are reflected in the consolidated balance sheets as loans.

Retail Banking

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

Each customer’s creditworthiness is evaluated prior to issuing these commitments and may require the customer to pledge certain collateral prior to the extension of credit. 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 the retail banking segment at December 31, 2005:


	2005		2004

(In thousands)
Commitments to Extend Credit on Loans Held-for-Investment(1)	$	4,127,619	$	2,926,271
Standby Letters of Credit(1)(2)		498,628		299,299
Commercial Letters of Credit		18,300		16,482


(1)		At December 31, 2005, commitments to extend credit on loans held-for-investment with maturities of less than one year totaled $2.3 billion, while $1.9 billion mature between one to three years.

(2)		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 $1.7 million as of December 31, 2005. The fair value of these instruments is recognized as income over the initial term of the guarantee.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Mortgage Banking

At December 31, 2005, the pipeline of residential mortgage loans (including Home Equity Lines of Credit) was $5.3 billion and included $1.3 billion of fixed rate loans and $4.0 billion of adjustable rate loans. The pipeline represents total applications received but not yet funded.

We are also contractually committed to fund the undrawn portion of Home Equity Lines of Credit (HELOCs), which were previously originated. This commitment extends to both HELOCs held-for-sale and those previously sold with servicing retained.

The following table presents the mortgage banking segment’s commitments and home equity lines of credit outstanding at December 31, 2005:


	2005		2004

(In thousands)
Commitments to Originate Mortgage Loans Held-for-Sale	$	5,325,629	$	6,264,104
Commitments to Fund HELOCs		183,934		154,360


(1)		At December 31, 2005 commitments to originate mortgage loans held-for-sale, included $1.3 billion in fixed rate mortgages and $4.0 billion of adjustable rate mortgage loans.

Lease Commitments

At December 31, 2005, we were obligated under a number of non-cancelable leases for certain premises and equipment. The minimum annual rental commitments, exclusive of taxes and other charges, under non-cancelable lease agreements for premises at December 31, 2005, are summarized as follows:


	Minimum
	Rentals

(In thousands)
2006	$	79,165
2007		78,345
2008		77,138
2009		71,319
2010		66,546
Thereafter		349,301

Total Lease Commitments	$	721,814

The majority of these leases contain periodic escalation clauses and it is anticipated that expiring leases should be renewed or replaced by leases on other properties.

Rent expense for the years ended December 31, 2005, 2004 and 2003 amounted to $71.6 million, $39.8 million and $24.5 million, respectively.

Litigation

We are subject to certain pending and threatened legal actions that arise out of the normal course of business. Management believes that the resolution of any pending or threatened litigation will not have a material adverse effect on the Company’s financial condition or results of operations.


NOTE 18 —	Disclosures About Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107 “Disclosures About Fair Value of Financial Instruments” (“SFAS 107”) requires the Company to disclose estimated fair values for its financial instruments. Fair value

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

estimates are made at a specific point in time, based on relevant market data and information about the financial instrument. SFAS 107 has no effect on the financial position or results of operations in the current year or any future period. Furthermore, the fair values disclosed under SFAS 107 are not representative of the total value of the Company.

If quoted market prices are not available, SFAS 107 permits using the present value of anticipated future cash flows to estimate fair value. Accordingly, the estimated fair value will be influenced by prepayment and discount rate assumptions. This method may not provide the actual amount that would be realized in the ultimate sale of the financial instrument.

Cash, Cash Equivalents and Securities

The carrying amounts for cash and cash equivalents are reasonable estimates of fair value. The fair value of securities is estimated based on quoted market prices as published by various quotation services, or if quoted market prices are not available, on dealer quotes. The following table presents the carrying value and estimated fair value of cash, cash equivalents and securities at December 31,


	2005				2004
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value

(In thousands)
Cash and Cash Equivalents	$	1,062,249	$	1,062,249	$	1,062,900	$	1,062,900
Securities Held-to-Maturity		104,210		105,128		142,573		145,991
Securities Available-for-Sale		11,295,977		11,295,977		15,444,625		15,444,625

Total Cash, Cash Equivalents and Securities	$	12,462,436	$	12,463,354	$	16,650,098	$	16,653,516

Loans

Fair values are estimated for portfolios of loans with similar financial characteristics. The fair value of performing loans is calculated by discounting the estimated cash flows through expected maturity or repricing using the current rates at which similar loans would be made to borrowers with similar credit risks. For non-performing loans, the present value is separately discounted consistent with management’s assumptions in evaluating the adequacy of the allowance for loan losses. The following table presents the carrying amount and the estimated fair value of the loan portfolio as of December 31,


	2005				2004
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value

(In thousands)
Loans Held-for-Sale	$	4,359,267	$	4,408,424	$	5,775,945	$	5,837,373
Loans Held-for-Investment		33,232,236		33,219,096		30,453,334		30,402,736

Total Loans	$	37,591,503	$	37,627,520	$	36,229,279	$	36,240,109

Mortgage Servicing Rights

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.


	2005				2004
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value

(In thousands)
Mortgage Servicing Rights	$	267,424	$	268,874	$	254,857	$	265,387

Deposit Liabilities and Borrowings

The carrying amounts for demand deposits, savings, NOW, money market accounts and borrowings with an interest sensitive period of 90 days or less are reasonable estimates of their fair values. Fair values for time deposits and borrowings are estimated by discounting the future cash flows using the rates currently offered for deposits and borrowings of similar remaining maturities.

The following table presents the carrying amount and estimated fair value of the deposits and borrowings as of December 31,


	2005				2004
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value

(In thousands)
Demand Deposits	$	7,639,231	$	7,639,231	$	6,738,302	$	6,738,302
NOW and Money Market		15,606,231		15,606,231		14,265,395		14,265,395
Savings		5,303,930		5,303,930		6,333,599		6,333,599
Time Deposits		8,067,181		8,100,053		7,475,132		7,487,838

Total Deposits	$	36,616,573	$	36,649,445	$	34,812,428	$	34,825,134

Federal Funds Purchased and Collateralized Borrowings		9,700,621		9,647,075		14,593,027		14,596,007
Other Borrowings		1,477,364		1,481,280		1,506,318		1,543,797

Total Borrowings	$	11,177,985	$	11,128,355	$	16,099,345	$	16,139,804

Commitments to Extend Credit and Letters of Credit

These financial instruments generally are not sold or traded, and estimated fair values are not readily available. However, the fair value of commitments to extend credit and letters of credit is based on fees currently charged to enter into similar agreements with comparable credit risks and the current creditworthiness of the counterparties. Commitments to extend credit issued by the Company are generally short-term in nature and, if drawn upon, are issued under current market terms and conditions for credits with comparable risks. At December 31, 2005 and 2004, there was no significant unrealized appreciation or depreciation on these financial instruments.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Statements of Income For the Years Ended December 31,


	2005		2004		2003

(In thousands)
Income:
Dividends from Subsidiaries	$	500,000	$	300,000	$	250,000
Interest Income		14,804		10,463		11,486
Securities Gains, net		2,053		7,141		8,608
Other Income		5,932		4,860		4,299

Total Income		522,789		322,464		274,393

Expense:
Interest on Junior Subordinated Debt		30,459		12,937		8,919
Interest on Subordinated Debt		29,181		19,876		23,611
Interest on Senior Notes		12,415		1,986		—
Employee Compensation & Benefits		21,699		14,963		10,686
Other Expenses		4,464		2,771		2,062

Total Expenses		98,218		52,533		45,278

Income Before Income Taxes and Equity in Undistributed Earnings of Subsidiaries		424,571		269,931		229,115
Income Tax Benefit		31,989		17,925		9,559

Income Before Equity in Undistributed Earnings of Subsidiaries		456,560		287,856		238,674
Equity in Undistributed Earnings of Subsidiaries		492,287		265,140		157,691

Net Income	$	948,847	$	552,996	$	396,365

Condensed Statements of Cash Flows For the Years Ended December 31,


	2005			2004			2003

(In thousands)
Cash Flows from Operating Activities:
Net Income	$	948,847		$	552,996		$	396,365
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization		23,248			15,684			9,850
Equity in Undistributed Earnings of Subsidiaries		(492,287	)		(265,140	)		(157,691	)
Securities Gains, net		(2,053	)		(7,141	)		(8,608	)
Other, net		29,871			(17,478	)		(6,199	)

Net Cash Provided by Operating Activities		507,626			278,921			233,717

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2005 2004 2003

Cash Flows from Investing Activities:

Proceeds from Sales of Securities Available-for-Sale
42,363 55,810 56,256

Purchases of Securities Available-for-Sale
(24,370 ) (25,216 ) (102,473 )

Cash Acquired in Purchase Acquisition
— 138,837 —

Proceeds from Maturities of Securities Held-to-Maturity
1,375 — 55,842

Investment in Subsidiaries
(5,150 ) — (9,440 )

Net Cash Provided by Investing Activities
14,218 169,431 185

Cash Flows from Financing Activities:

Purchase of Treasury Stock
(390,320 ) — (264,193 )

Cash Dividends Paid to Shareholders
(419,219 ) (247,037 ) (167,610 )

Exercise of Options and Common Stock Sold for Cash
133,319 64,216 5,752

Net Cash Used in Financing Activities
(676,220 ) (182,821 ) (426,051 )

Net (Decrease) / Increase in Cash and Cash Equivalents
(154,376 ) 265,531 (192,149 )

Cash and Cash Equivalents at Beginning of Year
412,483 146,952 339,101

Cash and Cash Equivalents at End of Year
$ 258,107 $ 412,483 $ 146,952


NOTE 20 —	Capital

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth the Company’s risk-based capital amounts and ratios as of December 31,:


	2005					2004
	Amount		Ratio			Amount		Ratio

(Dollars in thousands)
Tier 1 Capital	$	3,497,957		10.26	%	$	3,281,054		9.90	%
Regulatory Requirement		1,364,306		4.00			1,325,837		4.00

Excess	$	2,133,651		6.26	%	$	1,955,217		5.90	%

Total Risk Adjusted Capital	$	4,340,773		12.73	%	$	4,142,993		12.50	%
Regulatory Requirement		2,728,613		8.00			2,651,675		8.00

Excess	$	1,612,160		4.73	%	$	1,491,318		4.50	%

Risk Weighted Assets	$	34,107,661				$	33,145,936

The Leverage Ratio at December 31, 2005 and 2004 was 6.70% and 6.22%, respectively.

The capital ratios of the subsidiary banks are as follows at December 31, 2005:


	North Fork Bank			Superior

Tier 1		11.99	%		18.90	%
Total Risk Adjusted		13.01			19.47
Leverage Ratio		7.85			7.17

Under the provisions of our share repurchase program previously authorized by the Board of Directors, we repurchased 14.9 million shares at an average cost of $26.24 during 2005. As of December 31, 2005, 2.4 million shares were available to be purchased under the program. On January 24, 2006, the Board of Directors authorized the repurchase of an additional 12 million shares increasing the total remaining authorized for repurchase to 14.4 million. As of March 6, 2005, 5.1 million shares remain available to be purchased under the program. The current program has no fixed expiration date. Repurchases are made in the open market or through privately negotiated transactions.

The primary funding source of the Company 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 December 31, 2005, dividends from North Fork Bank were limited under such guidelines to $1.3 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, mortgage loans held-for-sale, funds available through the capital markets and dividends from other subsidiaries.

Federal Reserve Board policy provides that, as a prudent banking practice, 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

North Fork Bank and Superior Savings of New England were required to maintain, in aggregate, required reserves, either in cash or on deposit with the Federal Reserve Bank $295 million and $225 million in 2005 and 2004, respectively.


NOTE 21 —	Sale of Manufactured Housing Operations

In the fourth quarter of 2004, we completed the sale of the manufactured housing operating platform of GreenPoint Credit LLC, (“GPC”), previously accounted for as discontinued operations by GreenPoint. As a condition of the transaction, the purchaser assumed the obligation to reimburse us, if necessary, for the final $165 million of losses on $399 million of corporate guarantees related to $2.5 billion of GPC securitizations remaining as of December 31, 2005. Certain corporate guarantees have been funded and the residual remains unfunded letters of credit. The expected letter of credit draws that remain unfunded are recorded as liabilities for recourse, and included in accrued expenses and other liabilities, while the expected net residual balances on funded corporate guarantees are reflected in other assets in the consolidated balance sheet. Additionally, the purchaser assumed all recourse obligations related to former GPC sales of certain whole loans to Freddie Mac and commitments to exercise the mandatory clean-up calls on certain of the securitizations.

North Fork retains the primary obligation for all of the provisions of the corporate guarantees, recourse sales and clean-up calls. Management will continue to monitor the underlying assets for trends in delinquencies and related losses. In addition, we will review the purchaser’s financial strength and their performance in servicing the loans. These factors will be considered in assessing the appropriateness of the reserves established against these obligations and the valuations of the assets.

As of December 31, 2005, the principal balance outstanding for these securitizations totaled $2.5 billion, the recorded liabilities for expected unfunded draws were $45 million and the funded net receivable balances amounted to $100 million. These amounts were calculated utilizing weighted average prepayment and default rates of 5.9% and 8.4% respectively. These factors along with assumed loss severity and weighted average loss rates of 93% and 7.9% respectively, result in an estimated cumulative loss rate of 33%. The discount rate used to establish these amounts was 10%.


NOTE 22 —	Quarterly Financial Information — (Unaudited)

Selected Quarterly Financial Information for the years ended December 31, 2005 and 2004 are as follows:


	2005
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr

(In thousands, except per share amounts)
Interest Income	$	691,212	$	709,444	$	682,290	$	695,535
Interest Expense		219,893		247,371		247,740		253,596

Net Interest Income		471,319		462,073		434,550		441,939
Provision for Loan Losses		9,000		9,000		9,000		9,000

Net Interest Income after Provision for Loan Losses		462,319		453,073		425,550		432,939
Non-Interest Income		182,885		169,131		190,734		162,761
Non-Interest Expense		246,653		249,793		254,000		274,403

Income Before Income Taxes		398,551		372,411		362,284		321,297
Provision for Income Taxes		139,516		130,345		124,988		110,847

Net Income	$	259,035	$	242,066	$	237,296	$	210,450

Earnings Per Share:
Basic	$	.56	$	.52	$	.50	$	.45
Diluted		.55		.51		.50		.45
Common Stock Price Range:
High	$	30.00	$	28.84	$	29.70	$	27.98
Low		27.02		26.32		24.71		23.68

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	2004
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr

(In thousands, except per share amounts)
Interest Income	$	267,663	$	303,374	$	337,329	$	669,786
Interest Expense		60,834		69,279		77,854		194,964

Net Interest Income		206,829		234,095		259,475		474,822
Provision for Loan Losses		6,500		6,500		6,500		7,689

Net Interest Income after Provision for Loan Losses		200,329		227,595		252,975		467,133
Non-Interest Income		41,729		35,176		42,072		129,526
Non-Interest Expense		87,429		98,368		114,463		255,542

Income Before Income Taxes		154,629		164,403		180,584		341,117
Provision for Income Taxes		52,110		55,404		60,856		119,367

Net Income	$	102,519	$	108,999	$	119,728	$	221,750

Earnings Per Share:
Basic	$	.46	$	.46	$	.47	$	.48
Diluted		.45		.45		.47		.47
Common Stock Price Range:
High	$	29.27	$	28.28	$	29.63	$	30.54
Low		26.70		23.57		25.21		27.45


NOTE 23 —	Recent Accounting Pronouncements

The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments

In November 2005, the FASB issued Financial Staff Position No. 115-1, which addresses the determination of when an investment is considered impaired, whether the impairment is other-than-temporary and how to measure an impairment loss. FSP No. 115-1 also addresses accounting considerations subsequent to the recognition of an other-than-temporary impairment on a debt security and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. FSP No. 115-1 replaces the impairment guidance in Emerging Issues Task Force Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments,” with references to existing authoritative literature concerning other-than-temporary impairment determinations (principally SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” and SEC Staff Accounting Bulletin No. 59, “Accounting for Non-current Marketable Securities”). Under FSP No. 115-1, impairment losses must be recognized in earnings for the difference between the security’s cost and its fair value at the financial statement date, without considering partial recoveries subsequent to that date. FSP No. 115-1 also requires that an investor recognize an other-than-temporary impairment loss when a decision to sell a security has been made and the investor does not expect the fair value of the security to fully recover prior to the expected time of sale. FSP No 115-1 is effective for reporting periods beginning after December 15, 2005. We do not expect our application of FSP No. 115-1 to have a material impact on our financial condition or results of operations.

Accounting for Stock Based Compensation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


NOTE 24 —	Subsequent Event

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

North Fork Bancorporation, Inc.:

We have audited the accompanying consolidated balance sheets of North Fork Bancorporation, Inc. and subsidiaries (the “Company”) as of December 31, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity, cash flows, and comprehensive income for each of the years in the three-year period ended December 31, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of North Fork Bancorporation, Inc. and subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 14, 2006 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.

/s/ KPMG LLP

New York, New York

March 14, 2006


Item 9	*— Changes in and Disagreements with Accountants on Accounting and Financial Disclosure*

There were no changes in or disagreements with accountants on accounting and financial disclosure as defined in Item 304 of Regulation S-K.


Item 9A	*— Controls and Procedures*

Management, with the participation of the Chief Executive Officer and Chief Financial Officer, has 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 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 Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


a)	Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our system of internal control is designed under the supervision of management, including the Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are made only in accordance with the authorization of management and the Board of Directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions or that the degree of compliance with policies and procedures may deteriorate.

As of December 31, 2005, management assessed the effectiveness of the Company’s internal control over financial reporting based upon the framework established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon its assessment, management believes that the Company’s internal control over financial reporting as of December 31, 2005 is effective using these criteria.

Management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 has been audited by KPMG LLP, an independent registered public accounting firm that audited the consolidated financial statements as of and for the year ended December 31, 2005 as stated in their report below, which expresses unqualified opinions on management’s assessment of and the effectiveness of the internal control over financial reporting as of December 31, 2005.

b) Report Of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

North Fork Bancorporation, Inc.:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that North Fork Bancorporation, Inc. and subsidiaries (the “Company”) maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that North Fork Bancorporation, Inc. maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, North Fork Bancorporation, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of North Fork Bancorporation, Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity, cash flows, and comprehensive income for each of the years in the three-year period ended December 31, 2005, and our report dated March 14, 2006 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

New York, New York

March 14, 2006

c) Changes in 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.


Item 9B	*— Other Information*

None

PART III


Item 10	*— Directors and Executive Officers of the Registrant*

Directors of the Registrant and Beneficial Ownership Information

Shares of

Served

North Fork Common Stock

as a

Beneficially Owned as of

Name, Age, Principal Occupation and

Director

March 3, 2006(b)

Other Positions with North Fork and North Fork Bank(a)

Since

No. of Shares

Percent

CLASS 1 (terms to expire in 2006)

Josiah Austin, 58

2004

3,821,890

(1)

Owner, El Coronado Ranch LLC, Managing Member of
El Coronado Holdings, LLC (a family investment company)

Karen Garrison, 57

2004

24,386

(2)

Former President, Pitney Bowes Business Services (1999 — 2004)

John Adam Kanas, 59

1981

4,302,126

(3)

Chairman, President and Chief Executive Officer of
North Fork and North Fork Bank

Raymond A. Nielsen, 55

2000

796,048

(4)

Former President and Chief Executive Officer, Reliance Bancorp, Inc. (acquired by North Fork, 2000)

A. Robert Towbin, 70

2004

30,700

(5)

Executive Vice President, Stephens, Inc. (investment management firm) (2002 — present) Co-Chairman & Managing Director, C.E. Unterberg, Towbin (1995 — 2002)

CLASS 2 (terms to expire in 2007)

William M. Jackson, 57

2004

183,724

(6)

Partner with Satterlee, Stephens, Burke & Burke, L.L.P. (a law firm)

Dr. Alvin N. Puryear, 68

2004

106,457

(7)

Lawrence N. Field Professor of Entrepreneurship and Professor of Management at Bernard M. Baruch College, CUNY

James F. Reeve, 65

1988

260,330

(8)

President, Harold R. Reeve & Sons, Inc. (general construction company)

George H. Rowsom, 70

1981

30,311

(9)

President, S.T. Preston & Son, Inc. (retail marine supplies company)

Dr. Kurt R. Schmeller, 68

1994

117,284

Former President, Queens Borough Community College, CUNY

100

Shares of

Served

North Fork Common Stock

as a

Beneficially Owned as of

Name, Age, Principal Occupation and

Director

March 3, 2006(b)

Other Positions with North Fork and North Fork Bank(a)

Since

No. of Shares

Percent

CLASS 3 (terms to expire in 2008)

John Bohlsen, 63

1986

2,325,743

(10)

Vice Chairman of North Fork and North Fork Bank; President,
The Helm Development Corp. (real estate company)

Daniel M. Healy, 63

2000

1,423,179

(11)

Executive Vice President and Chief Financial Officer of North Fork

Katherine Heaviside, 62

2004

5,000

President, Epoch 5 Public Relations (public relations firm) Director, Long Island, New York, United Way

Thomas S. Johnson, 65

2004

1,078,426

(12)

Former Chairman and CEO of GreenPoint Financial Corp. (acquired by North Fork, 2004)

All 14 Directors and Executive Officers of North Fork as a Group

14,505,604

(13)

3.05

NOTES:


*		Less than one percent (1%).


(a)		Except as otherwise noted, each of the nominees for director and continuing directors has had the principal business occupation listed for such person for at least the past five years. All persons listed as nominees for director or as continuing directors of North Fork are also directors of North Fork Bank.

(b)		Beneficially owned shares, as determined in accordance with applicable SEC rules, include shares as to which the designated person directly or indirectly has or shares voting power and/or investment power (which includes the power to dispose) on the reporting date and all shares that the person has the right to acquire (e.g., an option to acquire) within 60 days of the reporting date.

(1)		Includes 3,772,287 held by Mr. Austin’s company, El Coronado Holdings, LLC; 13,350 shares held by Mr. Austin jointly with his wife in an irrevocable trust; 16,753 shares held in trusts for his nieces and nephews; and 19,500 shares held in the Austin Clark Family Foundation. Mr. Austin was appointed as a director of North Fork, effective May 5, 2004, by the Board of Directors. Mr. Austin is also a director of Goodrich Petroleum Corporation, a publicly traded company.

(2)		Includes 10,942 shares held by Ms. Garrison jointly with her husband. Ms. Garrison was appointed as a director of North Fork by the Board of Directors, effective October 1, 2004, upon the merger of GreenPoint Financial Corp. into North Fork. Ms. Garrison formerly was a director of GreenPoint. Ms. Garrison is also a director of Tenet Healthcare and Standard Parking Corporation, both of which are publicly traded companies.

(3)		Includes 2,137,704 shares of restricted stock and options to purchase 648,298 shares previously granted to Mr. Kanas under North Fork’s compensatory stock plans; 50,000 shares held by the John A. Kanas and Elaine M. Kanas Family Foundation, a charitable foundation established by Mr. Kanas that is qualified under section 501(c)(3) of the Internal Revenue Code; 37,950 shares held by Mr. Kanas in joint tenancy with his wife; 94,234 shares held by his wife; 22,350 shares held by his children; 600 shares held by his wife in joint tenancy with his son; and 600 shares held by his wife as custodian for their son. Does not include 292,235 shares receivable by Mr. Kanas as a result of his earlier exercise of stock options, which shares Mr. Kanas elected to receive at a later date in accordance with the terms of the options.

(4)		Includes 1,845 shares held by Mr. Nielsen’s wife in an Individual Retirement Account; 300 shares held by his daughter; 16,008 shares held in trusts for his children; and options to purchase 65,094 shares received by Mr. Nielsen in exchange for his Reliance Bancorp Inc. stock options when Reliance Bancorp Inc. merged into North Fork on February 18, 2000.

(5)		Includes 18,000 shares held in trusts for family members of Mr. Towbin. Mr. Towbin was appointed as a director of North Fork, effective May 5, 2004, by the Board of Directors. Mr. Towbin is also a director of the

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		following publicly traded companies: Gerber Scientific, Inc.; Globecomm Systems, Inc.; and InterTrust Technologies Corporation (owned by Sony-Philips-Stephens, Inc.).

(6)		Includes options to purchase 75,696 shares received by Mr. Jackson in exchange for his GreenPoint stock options when GreenPoint merged into North Fork on October 1, 2004; and 15,012 shares held in Mr. Jackson’s account under a GreenPoint Deferred Directors Fees Plan. Mr. Jackson was appointed as a director of North Fork by the Board of Directors, effective October 1, 2004, upon the merger of GreenPoint into North Fork. Mr. Jackson formerly was a director of GreenPoint.

(7)		Includes 18,924 shares held by Dr. Puryear’s wife; and options to purchase 75,696 shares received by Dr. Puryear in exchange for his GreenPoint stock options when GreenPoint merged into North Fork on October 1, 2004. Dr. Puryear was appointed as a director of North Fork by the Board of Directors, effective October 1, 2004, upon the merger of GreenPoint into North Fork. Dr. Puryear formerly was a director of GreenPoint. Dr. Puryear is also a director of American Capital Strategies Ltd., a publicly traded company.

(8)		Includes 83,437 shares held by Mr. Reeve’s wife.

(9)		Includes 4,500 shares held by Mr. Rowsom in joint tenancy with his wife and 1,490 shares held by his wife.

(10)		Includes 1,192,348 shares of restricted stock and options to purchase 334,998 shares previously granted to Mr. Bohlsen under North Fork’s compensatory stock plans; 52,807 shares held by the John and Linda Bohlsen Family Foundation, a charitable foundation established by Mr. Bohlsen that is qualified under section 501(c)(3) of the Internal Revenue Code; 4,457 shares held by Mr. Bohlsen’s wife; and 53,440 shares held by his sons. Does not include 162,734 shares receivable by Mr. Bohlsen as a result of his earlier exercise of stock options, which shares Mr. Bohlsen elected to receive at a later date in accordance with the terms of the options.

(11)		Includes 698,977 shares of restricted stock and options to purchase 280,053 shares previously granted to Mr. Healy under North Fork’s compensatory stock plans. Does not include 133,879 shares receivable by Mr. Healy as a result of his earlier exercise of stock options, which shares Mr. Healy elected to receive at a later date in accordance with the terms of the options.

(12)		Includes 118,282 shares held by Mr. Johnson’s wife and 47,453 shares held by his children. Mr. Johnson was appointed as a director of North Fork by the Board of Directors, effective October 1, 2004, upon the merger of GreenPoint into North Fork. Mr. Johnson formerly was a director of GreenPoint. Mr. Johnson is also a director of the following publicly traded companies: Alleghany Corporation; R.R. Donnelley & Sons Company; The Phoenix Companies, Inc.; and the Federal Home Loan Mortgage Corporation.

(13)		Represents all shares beneficially owned by the current directors and executive officers of North Fork, consisting of the 14 individuals listed in the table. The total of the shares listed for the group includes 4,029,029 shares of restricted stock and options to purchase an aggregate of 1,479,835 shares received by these persons under compensatory stock plans.

INFORMATION ABOUT OUR BOARD OF DIRECTORS

Independence

Our Board of Directors currently comprises 14 directors, all of whom hold their office for three years or until his or her successor shall have been duly elected and qualified. Directors Kanas, Bohlsen and Healy are executive officers of the company. At a meeting of the Board of Directors on January 24, 2006, the Board determined, based on the information available to it at that time, that 10 of the remaining 11 directors are “independent” consistent with the listing requirements of the New York Stock Exchange (“NYSE”). These 10 independent directors are Ms. Garrison, Ms. Heaviside, and Messrs. Austin, Jackson, Nielsen, Puryear, Reeve, Rowsom, Schmeller and Towbin. The Board was unable to conclude that Director Johnson was independent, principally because the company made a bonus payment to him in 2005 for services rendered by him as an executive officer of GreenPoint Financial Corp. during 2004, and because the company repurchased from him in 2005 a substantial number of his stock options previously acquired by him as an executive of GreenPoint at a price based on the prevailing market stock price of the underlying common stock, without requiring him to exercise such options. These transactions are

102

further described under “Transactions with Directors, Executive Officers and Associated Persons” in Item 13 of this report.

In making its independence determinations, the Board reviewed, among other factors, any current or recent business transactions or relationships or other personal relationships between North Fork and the particular director, including the director’s immediate family and companies owned or controlled by the director. The Board also considered non-business relationships, including cultural, social and familial relationships, between the particular director and senior management of North Fork, as well as the nature of the contacts that resulted in the individual becoming a director of North Fork. The purpose of the Board’s review was to determine not only whether the particular director failed to meet any of the objective tests for “independence” under the NYSE’s listing requirements, but also whether under all the circumstances it was reasonable to expect the director to act with independence of mind in carrying out his or her duties, including in deciding how to vote on key issues confronting the Board.

All of the members of the Board’s primary committees (Audit, Compensation and Stock, and Nominating and Governance) are independent under the NYSE’s listing requirements. All members of the Board’s Audit Committee also meet the more exacting independence requirements established under the Sarbanes-Oxley Act for members of audit committees.

Meetings of the Board of Directors

The Board of Directors met 13 times during 2005. Each of the directors attended at least 75 percent of the total number of meetings of the Board and of all Board committees of which the director was a member during the period he was a director or served on such committees.

Our non-management directors meet separately on a regular basis in executive session without any members of management present. Our Corporate Governance Guidelines provide that the position of presiding director of executive sessions will be rotated among the chairs of the primary committees of the Board. The presiding director at this time is Raymond A. Nielsen.

Our Corporate Governance Guidelines can be found on our website in the “Corporate Governance” section under “Investor Relations” at www.northforkbank.com. Under our Corporate Governance Guidelines, the directors are expected to properly discharge their responsibilities to stockholders, including preparing for, attending and participating in meetings of the Board of Directors and meetings of the committees of which the director is a member.

Board Committees

Audit Committee

Our Board of Directors has an Audit Committee that acts on behalf of the Board in reviewing the financial statements of the company and overseeing the relationship between the company and its independent auditor. In addition to monitoring the scope and results of audit and nonaudit services rendered by our independent auditor, the committee reviews the adequacy of internal controls, internal auditing and the results of examinations made by supervisory authorities. A copy of the Audit Committee’s charter may be found on our website in the “Corporate Governance” section under “Investor Relations” at www.northforkbank.com. Any stockholder desiring a paper copy of the charter may obtain one by making a written request to the Corporate Secretary at the following address: Ms. Aurelie S. Campbell, Vice President and Corporate Secretary; North Fork Bancorporation, Inc.; P.O. Box 8914; 275 Broadhollow Road; Melville, New York 11747. For more information regarding the Audit Committee, including the committee’s annual report, see “Audit Committee Information” below.

The current members of the Audit Committee are Directors Schmeller, Heaviside, Garrison, Nielsen and Puryear. The Board of Directors has also determined that Ms. Garrison, Mr. Nielsen and Dr. Puryear are “audit committee financial experts” as defined in the rules of the SEC.

103

Compensation and Stock Committee

The Compensation and Stock Committee of the Board reviews and makes decisions or recommendations on salaries and bonuses for our executive officers and determines all awards to executives and other key employees under our compensatory stock plans. A copy of the Compensation and Stock Committee’s charter may be found on our website in the “Corporate Governance” section under “Investor Relations” at www.northforkbank.com. Any stockholder desiring a paper copy of the charter may obtain one by making a written request to the Corporate Secretary at the following address: Ms. Aurelie S. Campbell, Vice President and Corporate Secretary; North Fork Bancorporation, Inc.; P.O. Box 8914; 275 Broadhollow Road; Melville, New York 11747. For more information regarding the Compensation and Stock Committee including the committee’s annual report, see “Compensation Committee Information” below.

Nominating and Governance Committee

The Nominating and Governance Committee of the Board monitors our director nomination process, including identifying and recommending qualified candidates to serve as directors, and oversees our corporate governance generally. The committee also makes recommendations to the Board regarding committee appointments and regarding our Corporate Governance Guidelines.

The committee has recommended and the Board of Directors has approved a Code of Conduct (the “Code”) in accordance with the rules of the NYSE. The Code provides guidelines and standards that all directors, officers and employees of North Fork are expected to follow. A copy of the Code may be found on our website in the “Corporate Governance” section under “Investor Relations” at www.northforkbank.com. Any stockholder desiring a paper copy of the Code may obtain one by making a written request to the Corporate Secretary at the following address: Ms. Aurelie S. Campbell, Vice President and Corporate Secretary; North Fork Bancorporation, Inc.; P. O. Box 8914; 275 Broadhollow Road; Melville, New York 11747.

A copy of the Nominating and Governance Committee’s charter may also be found on our website in the “Corporate Governance” section under “Investor Relations” at www.northforkbank.com. Any stockholder desiring a paper copy of the charter may obtain one by making a written request to the Corporate Secretary at the following address: Ms. Aurelie S. Campbell, Vice President and Corporate Secretary; North Fork Bancorporation, Inc.; P.O. Box 8914; 275 Broadhollow Road; Melville, New York 11747.

EXECUTIVE OFFICERS OF THE REGISTRANT

John Bohlsen, 63, has been the Vice Chairman of the Board of our holding company and of North Fork Bank since 1992 and a member of the Board of Directors since 1986.

Daniel M. Healy, 63, has been the Executive Vice President and Chief Financial Officer of our holding company and of North Fork Bank since 1992 and a member of the Board of Directors since 2000.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, as well as any 10% stockholders, to file reports with the SEC from time to time regarding their ownership of our stock, including changes in their stock ownership. Copies of these reports are also filed with us. Based solely on our review of these reports and written statements received by us from our directors and executive officers

104

regarding their compliance with Section 16(a) reporting requirements in 2005, we believe that all of our executive officers and directors complied with all Section 16(a) reporting requirements in 2005 and timely filed all reports required to be filed by them.

CODE OF ETHICS

The Board of Directors has adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or other persons performing similar functions, a copy of which is attached hereto as Exhibit 14.


Item 11	*— Executive Compensation*

EXECUTIVE COMPENSATION

The following table sets forth information concerning compensation and compensatory awards received in the last three years by our Chief Executive Officer, John Adam Kanas, and each other executive officer whose cash compensation, including salary and bonus, exceeded $100,000 in 2005.

SUMMARY COMPENSATION TABLE


									Long-Term
			Annual Compensation						Compensation Awards
(a)	(b)		(c)		(d)		(e)		(f)		(g)()**			(i)
											Securities
									Restricted		Underlying
							Other Annual		Stock		Options(4)			All Other
Name and Principal Position	Year		Salary(1)		Bonus		Compensation(2)		Awards(3)		(Shares)			Compensation(5)

John Adam Kanas		2005	$	2,000,000	$	3,500,000	$	149,595	$	6,133,500		544,648	(6)	$	421,711
Chairman of the Board,		2004		2,135,923		3,500,000		95,797		6,207,750		37,500			291,471
President and Chief		2003		2,069,500		2,500,000		81,671		5,216,400		30,000			175,720
Executive Officer
John Bohlsen		2005		1,401,000		2,333,450		103,600		4,906,800		307,212	(6)		286,674
Vice Chairman of the		2004		1,512,885		2,333,450		88,041		4,966,200		25,500			248,689
Board		2003		1,471,500		1,675,000		86,384		3,864,000		18,000			158,307
Daniel M. Healy		2005		1,000,000		1,600,000		70,118		2,862,300		262,053	(6)		185,558
Executive Vice President		2004		993,616		1,600,000		50,242		2,896,950		18,000			137,155
and Chief Financial Officer		2003		970,500		900,000		49,258		2,511,600		15,000			85,525


**		Option amounts have been adjusted to reflect the stock split of three shares for two shares effective November 15, 2004.

NOTES TO SUMMARY COMPENSATION TABLE:


(1)		Represents base salary, including any salary deferred at the election of the named executive officer under the 401(k) plan, and all directors’ fees. As of January 1, 2005, directors who are executive officers no longer receive directors’ fees. The salary deferral amounts under the 401(k) plan for 2005 were $18,000 for each of Messrs. Kanas and Healy and $14,000 for Mr. Bohlsen. The salaries of the named executive officers for 2006, as approved by the Compensation and Stock Committee at its December 8, 2005, meeting, are the same as their salaries were for 2005, except that the Committee determined to pay Mr. Kanas, at his request, a reduced salary in 2006 of $1.0 million, down from $2.0 million for 2005, at the same time that the Board of Directors created and contributed $1.0 million to a new North Fork Bank Family Fund, also at Mr. Kanas’s request.

(2)		Listed amounts represent tax payments on behalf of the named executive officers with respect to the taxable contributions to their accounts under the Supplemental Executive Retirement Plan (“SERP”).

(3)		Represents the dollar value of the restricted shares of North Fork common stock granted to the named executive officers during the year in question. The listed dollar values represent the number of shares multiplied by the average of the high and low market price of our common stock on the date of grant. All restricted shares granted

105


		to the executives during the years in question are subject to the same substantive terms and conditions. The shares carry the same dividend and voting rights as unrestricted shares of common stock from the date of grant. The shares vest at the earliest of (i) the executive’s attaining his normal retirement age, (ii) the executive’s early retirement if the Compensation and Stock Committee approves vesting of the shares on such early retirement, (iii) death or disability, or (iv) a change-in-control of North Fork as defined under the restricted share award agreements. Shares are forfeitable if the executive ceases to render services to the company prior to vesting. All taxes otherwise payable by the named executive officers as a result of the vesting of the shares will be paid by North Fork under a so-called tax gross-up provision. As of year-end 2005, the number (and total dollar value) of the unvested restricted shares held by the named executive officers were as follows: Mr. Kanas — 2,137,704 shares ($58,487,581); Mr. Bohlsen — 1,192,348 shares ($32,622,641); and Mr. Healy — 698,977 shares ($19,124,011). These dollar values are based on the closing price of our common stock on December 31, 2005 ($27.36 per share), with no discount for the forfeitability or lack of transferability of the shares.

(4)		Represents the total number of shares of our common stock subject to stock options received by the named executive officers during the year in question. Includes both regular stock options (i.e., options awarded by the Compensation and Stock Committee as part of its regular decisions regarding executive compensation occurring during the year) and so-called “reload” stock options (i.e., options awarded to officers during the year based upon and coincident with their exercise of previously held stock options in stock-for-stock exercises). The number of reload stock options received in 2005 by each of the executive officers is separately identified in Note 6. No options issued to the named executive officers have been accompanied by stock appreciation rights.

(5)		Includes employer matching contributions on behalf of the named executive officers under the 401(k) plan and the defined contribution plan feature of the SERP and specified premiums paid by North Fork on certain insurance arrangements covering the executive officers. Listed amounts for 2005 include employer matching contributions under the 401(k) plan on behalf of executive officers Kanas, Bohlsen, and Healy of $9,450 each; employer matching contributions under the defined contribution plan feature of the SERP on behalf of executive officers Kanas, Bohlsen and Healy of $360,904, $249,939, and $169,163, respectively; and the following insurance premiums paid by North Fork on their behalf: for Mr. Kanas, $13,682 in premiums on a disability policy and $37,675 in premiums on a term life insurance policy; for Mr. Bohlsen, $27,285 in premiums on a term life insurance policy; and for Mr. Healy, $6,945 in premiums on a term life insurance policy. The company also maintains split dollar life insurance policies on behalf of executive officers Kanas, Bohlsen and Healy, for which the company did not pay any premiums during 2005, 2004 or 2003, but which remain in effect.

(6)		Includes the following numbers of shares underlying “reload” stock options issued to the named executive officers in 2005: Mr. Kanas — 507,148 shares; Mr. Bohlsen — 281,712 shares; and Mr. Healy — 244,053 shares.

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STOCK OPTIONS

The following table sets forth information concerning stock options granted during 2005 to each of the named executive officers in the Summary Compensation Table.

Option Grants in 2005


(a)		(b)		(c)			(d)		(e)		(f)
		Number of		% of Total
		Securities		Options			Exercise
		Underlying		Granted to			or Base				Grant Date
		Options		Employees			Price				Present
		Granted(1)		in Fiscal			(Dollars/		Expiration		Value(3)
Name		(Shares)		Year(2)			Share)		Date		(Dollars)

John Adam Kanas	Regular		37,500		1.7	%	$	27.26		12/08/15	$	193,560
	Reload		507,148		22.9	%	$	29.14		07/11/15	$	2,984,465

					24.6	%
John Bohlsen	Regular		25,500		1.2	%	$	27.26		12/08/15	$	131,621
	Reload		281,712		12.7	%	$	29.14		07/11/15	$	1,657,819

					13.9	%
Daniel M. Healy	Regular		18,000		0.8	%	$	27.26		12/08/15	$	92,909
	Reload		244,053		11.0	%	$	29.14		07/11/15	$	1,436,203

					11.8	%

NOTES:


(1)		All regular stock options listed were granted to the named executive officers on December 8, 2005. All “reload” stock options listed were issued to the executives as a result of their stock-for-stock exercises of previously granted options on July 11, 2005. All options issued to these executives in 2005, including reload options, are for a ten-year term, were immediately exercisable upon grant, and provide the optionee with a right to request the grant of a reload option upon the optionee’s stock-for-stock exercise of the underlying option, which the Compensation and Stock Committee may choose to award at its discretion. The reload options granted to the executives in 2005 related to a number of shares equal to the number of shares of common stock surrendered or deemed surrendered by the executives upon their exercise of previously granted options, including shares withheld or to be withheld by the company upon delivery of the option shares for tax withholding purposes. All options granted in 2005 also contain a transferability feature under which the executive is permitted to transfer the option, prior to exercise, by gift to members of the executive’s immediate family.

(2)		The listed percentage for each executive represents the percentage of all compensatory stock options (both regular options and reload options) issued by the company during the year they were received by that executive.

(3)		The listed Grant Date Present Value of the options is an estimate determined by using the Black-Scholes option pricing model, a commonly-used method of valuing options on the date of grant. The assumptions utilized in applying the Black-Scholes model were as follows: For the options granted December 8, 2005, (a) the useful life of the options was estimated to be 6 years; (b) the risk-free discount rate applied for purposes of the valuation was 4.36 percent; (c) the volatility factor utilized was 20.88 percent; (d) the dividend yield on the common stock was assumed to be 3.23 percent for purposes of the analysis only; and (e) no rate of forfeiture was assumed. For the options granted July 11, 2005, (a) the useful life of the options was estimated to be 6 years; (b) the risk-free discount rate applied for purposes of the valuation was 3.91 percent; (c) the volatility factor utilized was 22.54 percent; (d) the dividend yield on the common stock was assumed to be 2.94 percent for purposes of the analysis only; and (e) no rate of forfeiture was assumed.

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The following table sets forth information concerning all stock options that were either exercised in 2005 or held at year-end 2005 by the named executive officers in the Summary Compensation Table on page 105. The information includes reload exercises of options, that is, stock-for-stock option exercises that were accompanied by the issuance of reload options to the executives.

Aggregate Option Exercises in the Year Ended December 31, 2005,
and Year-End Option Values

(e)

(a)

(b)

(c)

(d)

Value of Unexercised

Number of

In-the-Money

Unexercised

Options/SARs at

December 31,

Option Exercises in 2005

December 31, 2005

2005(2)

Shares Acquired

(Exercisable/

on Exercise

Value Realized

Unexercisable)

Name

(Shares)(1)

(Dollars)

(Shares)

(Dollars)

John Adam Kanas

575,527

3,437,798

648,298

$1,313,520

John Bohlsen

321,496

1,924,596

334,998

$ 47,813

Daniel M. Healy

278,772

1,656,579

280,053

$ 1,800

NOTES:


(1)		Upon a stock-for-stock exercise of options granted prior to 2005, the executive may direct the company to defer the delivery of the new shares until a specified later date. If an executive elects to defer the delivery of option shares, he may receive dividend equivalent payments on the deferred shares equal to the dividends paid by the company on its common stock during the deferral period and, upon the delivery of deferred shares to the executive due to his disability or death or a change-in-control of North Fork, the company will pay on his behalf an additional amount equal to all taxes otherwise payable by the executive as a result of the receipt of such deferred shares.

(2)		Calculated by subtracting the exercise price of options from the market value of underlying shares at year-end, based on a closing price of our common stock on December 31, 2005, of $27.36 per share.

AGREEMENTS WITH EXECUTIVE OFFICERS

North Fork has entered into change-in-control agreements with three executive officers — Chairman, President and Chief Executive Officer John Adam Kanas, Vice Chairman John Bohlsen and Chief Financial Officer Daniel M. Healy. The agreements are substantially identical in form. Each agreement is a rolling three-year agreement that will continue in effect until retirement or until two years after a decision is reached by the Board not to renew the agreement. Under each of the agreements, the executive is entitled to receive from North Fork or its successor a lump sum payment equal to 299 percent of his average taxable compensation if, within 24 months after a change-in-control of North Fork (as defined in the agreement), the executive’s employment is terminated (other than for cause) by North Fork or its successor or by the executive voluntarily. The agreements provide that the lump sum payment will be reduced by the value of certain other benefits or payments received by the executive coincident with the change in control (not including, however, all “parachute payments” then made to the executive as defined under the Internal Revenue Code).

North Fork also has a Performance Plan, amended most recently in December 2005 under which employees of North Fork and its subsidiaries may receive payments from a cash pool following an acquisition of control of the company by a non-affiliate, provided the acquisition transaction involves above-average returns from the standpoint of North Fork’s stockholders. The maximum amount of the incentive pool is 3% of the premium payable for North Fork common stock over the median acquisition price payable in acquisitions of comparable financial institutions during the preceding two years (based on the per-share price of the acquired entity’s common stock on a fully diluted basis as a multiple of such entity’s tangible book value per share). If a cash pool is funded in connection

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with a change-in-control of North Fork, the Compensation and Stock Committee of the Board will have complete discretion to select those employees who will be entitled to receive payments and the amount payable to each. In the event one of the three named executive officers is awarded an amount under the Performance Plan, North Fork would pay on his behalf an additional amount equal to any excise tax imposed on such payment under Section 4999 of the Internal Revenue Code and the related taxes thereon.

Compensation of Directors

Each non-management member of North Fork’s Board of Directors receives an annual fee of $40,000. This fee is for all duties as a North Fork director, including any service as a member of one or more committees of North Fork’s Board. Each non-management member of the Board of Directors of North Fork Bank (currently, the same group that serves as the North Fork Board) receives a fee of $1,000 for each meeting of the Bank Board attended and $2,000 for each meeting of a Bank Board committee attended. The chair of the Bank’s Examining Committee, Compensation and Stock Committee, and Nominating and Governance Committee each receive an additional $6,000 annual retainer. The chairs of the other Bank Board committees each receive an additional $500 per committee meeting attended. Those directors who are also executive officers of North Fork — that is, Directors Kanas, Bohlsen and Healy — do not receive any separate fees for their service as directors of North Fork or any of its subsidiaries.

Generally, the North Fork Board has not made available to individual directors any deferral arrangements or deferral plans applicable to their directors’ fees. However, certain directors continue to enjoy deferred directors’ fee arrangements that initially applied to them as directors of institutions acquired by North Fork in the past. Director Reeve will receive payments from North Fork in the future under a deferred directors’ fee agreement originally entered into by him with a predecessor institution, Southold Savings Bank. Director Jackson will receive shares of North Fork stock in the future under a deferred directors’ fee agreement originally entered into by him with a predecessor institution, GreenPoint Financial Corp. Under these agreements, the directors deferred receipt of some or all of the fees otherwise payable to them as directors of the predecessor institution. Director Reeve will receive in the future regular monthly cash payments at a specified amount determined by applying market interest rates to the amounts deferred until time of payment. Director Jackson will receive in the future a number of shares of North Fork stock equal to the number of shares of the predecessor institution’s stock he could have acquired at the market with the amounts deferred at the time of deferral, adjusted for subsequent mergers and corporate events.

Directors Jackson and Puryear also participate in a directors’ retirement plan that was instituted by GreenPoint for outside directors of GreenPoint prior to North Fork’s acquisition of GreenPoint. Under the plan, each of these directors will receive payments of $7,500 per quarter after their retirement as directors of GreenPoint or any successor, including North Fork, for life, with any surviving spouse to receive $3,750 per quarter for life. There is no directors’ retirement plan covering other directors of North Fork.

Under North Fork’s Outside Directors Stock in Lieu of Fees Plan, non-management directors of North Fork or its subsidiaries may elect to receive any or all of the directors’ fees otherwise payable to them in cash in the form of shares of North Fork common stock, valued at the market price of the stock on either (i) the day the fees would otherwise have been payable to them in cash, or (ii) the day the shares are actually distributed to them, whichever is less.

Compensation Committee Interlocks and Insider Participation

During 2005, the Compensation and Stock Committee members were Directors Jackson, Towbin, Nielsen and Rowsom. No member of the Compensation and Stock Committee was an officer or employee of North Fork or any of its subsidiaries or had any substantial business dealings with North Fork in 2005. In addition, no member of the committee has been an officer of North Fork or any of its acquired companies during the past three years. In addition, no “compensation committee interlocks” between North Fork and any other registered company, as defined by the SEC, existed during 2005.

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RETIREMENT PLANS

North Fork’s executive officers participate in a retirement plan which is a defined benefit plan maintained and administered by North Fork. The retirement plan covers all employees who have attained age 21, completed at least one year of service and worked a minimum of 1,000 hours per year. A participant becomes 100 percent vested under the retirement plan after five years of service.

Under the retirement plan (a so-called “cash balance plan”), participants accrue an amount each year equal to five percent of their annual compensation (as defined under the plan) plus interest on previously-accrued amounts at a fixed rate based on one-year Treasury Bill rates, credited quarterly. Annual accrual amounts are subject to limitations under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Benefits payable on and after retirement are based on the accrued total amount in the participant’s account at retirement, with payment amounts based on the participant’s projected assumed life expectancy.

Compensation is defined under the North Fork retirement plan as total salary and bonuses (i.e., columns (c) and (d) in the Summary Compensation Table, excluding any directors’ fees), as well as certain other taxable compensation received by the executives such as the amount of insurance premiums paid on their behalf by North Fork, which is part of the total in column (i) of the Summary Compensation Table.

In addition to the retirement plan, the company has a Supplemental Executive Retirement Plan (the “SERP”). The SERP restores to specified senior executives upon their retirement the full level of retirement benefits that they would have been entitled to receive under the benefit accrual formula contained in the retirement plan, absent the ERISA provision limiting maximum participation by highly compensated employees under tax-qualified retirement plans. The SERP also provides to executives a nonqualified defined contribution plan feature, under which executives may elect to make post-tax contributions to their SERP accounts. Any post-tax contributions by executives are entitled to company matching contributions. The company matching contributions are taxable but the company pays income taxes thereon on behalf of the executives. All contributions under the elective feature of the SERP are made to a secular trust. Each of the named executive officers in the Summary Compensation Table above was covered under the SERP in 2005.

Based upon their current covered compensation, executive officers Kanas, Bohlsen and Healy would receive under the retirement plan and the SERP combined annual benefit payments of approximately $414,400, $134,000 and $92,000, respectively.


Item 12 —	*Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters*

Certain information regarding the security ownership of management required by Item 12 is set forth above in Items 10 of this report under the heading “Directors of the Registrant and Beneficial Ownership Information.”

Certain Beneficial Ownership

We do not know of any person who beneficially owned more than 5% of North Fork’s common stock as of March 3, 2006, the most recent practicable date before we filed this report. As of that date, no person had on file with the Securities and Exchange Commission (“SEC”) a report indicating “beneficial ownership” of more than 5% of the common stock. For purposes of this disclosure, “beneficial ownership” is as defined in the SEC’s Rule 13d-3. Generally, it means a power to vote or a power to sell securities, regardless of whether the person has any economic interest in the securities.

Equity Compensation Plan Information

The following table sets forth certain information regarding our equity compensation plans as of December 31, 2005. North Fork’s stockholders approved our 1989 Executive Management Compensation Plan and 1994 Key Employee Stock Plan. No additional grants of awards may be made under these two plans. Our stockholders did not approve our 1997 Non-Officer Stock Plan, 1998, 1999 and 2003 Stock Compensation Plans, New Employee Stock

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Compensation Plan and 2004 Outside Directors Stock in Lieu of Fees Plan. Additional grants may be made under these plans, although in some cases only if outstanding awards are forfeited or expire unexercised.

Upon the merger of GreenPoint into North Fork, we assumed GreenPoint’s 1999 Stock Incentive Plan under which we continue to have the ability to make additional awards. This Plan was approved by GreenPoint’s stockholders but has not been specifically approved by our stockholders. When we acquired GreenPoint, we also assumed several other GreenPoint stock plans, but only for purposes of administering the stock awards made under those plans before the acquisition, which remained outstanding as awards for North Fork stock after acquisition. The plans themselves were frozen; i.e., no new awards may be made thereunder after the acquisition. North Fork has assumed other stock plans of acquired companies in the past, but in each case the plan was frozen at the time of the acquisition.

Number of Securities

Remaining Available

Number of Securities

for Future Issuance Under

to be Issued Upon

Weighted-Average

Equity Compensation Plans

Exercise of

Exercise Price of

(Excluding Securities

Plan Category

Outstanding Options

Reflected in Column(a))

(a)

(b)

(c)

Equity compensation plans approved by security holders(1)

289,011

7.21

Equity compensation plans not approved by security holders(1)(2)

5,568,747

25.50

4,295,517

(3)

Total

5,857,758

24.60

4,295,517


(1)		Does not include 9,891,488 shares of restricted stock previously awarded under these plans that have not vested as of the specified date. Does not include shares subject to options previously granted under these plans and previously exercised on a deferred delivery basis, even if such shares have not been delivered as of the specified date.

(2)		Includes shares issuable under GreenPoint’s 1999 Plan, which was approved by GreenPoint’s stockholders, but not North Fork’s stockholders. Does not include 7,817,391 shares to be issued upon the exercise of outstanding options awarded under various stock plans of predecessor companies, including GreenPoint, that were assumed by North Fork but “frozen” at the time of the acquisition. The outstanding options issued under “frozen” plans have a weighted average exercise price of $17.52 per share.

(3)		Includes 742,028 shares remaining available for future issuance under the 2004 Outside Directors Stock in Lieu of Fees Plan.

Description of Non-Stockholder Approved Plans

We maintain the following seven equity compensation plans that have not been approved by North Fork stockholders (excluding frozen plans of predecessor companies): the 1997 Non-Officer Stock Plan (“1997 Plan”), the 1998 Stock Compensation Plan (“1998 Plan”), the 1999 Stock Compensation Plan (“1999 Plan”), the New Employee Stock Compensation Plan (“New Employee Stock Plan”), the 2003 Stock Compensation Plan (“2003 Plan”), the 2004 Outside Directors Stock in Lieu of Fees Plan (“Directors Plan”), and GreenPoint’s 1999 Plan (although this latter plan was approved by GreenPoint’s stockholders). All of our equity compensation plans are administered by the Compensation and Stock Committee (the “Committee”) of our Board of Directors which determines the amounts and recipients of non-qualified stock options and restricted stock awarded under the plans. In addition, all of the plans operate under similar general terms. For example, each plan authorizes the Committee to grant and establish the terms of awards of non-qualified stock options and restricted stock, within certain limitations. Each plan expressly prohibits the grant of “below market options” (i.e., stock options with an exercise price less than the market price of our common stock on the day of the grant).

There are distinctions among the various plans, including the total number of shares of common stock authorized for grant and the persons eligible to receive awards thereunder. The New Employee Stock Plan authorized the issuance of 1,500,000 shares of common stock, in the form of stock options or restricted stock, and is reserved for grants to newly hired salaried employees to induce them to accept an offer of employment. The 1997

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Plan initially authorized the issuance of 375,000 shares of common stock, in the form of stock options or restricted stock, exclusively to employees who are not also “officers” as defined under the plan. The Committee has determined not to grant any additional awards under this plan. The 1998 Plan, 1999 Plan and 2003 Plan permit grants of stock options and restricted stock to all employees. The 1998 Plan authorized a total of 2,250,000 shares, no more than 1,500,000 of which may be granted in the form of restricted stock. The 1999 Plan authorized a total of 7,500,000 shares with no more than 4,950,000 of such shares to be granted in the form of restricted stock. The 2003 Plan authorized a total of 7,500,000 shares; no more than 4,950,000 of such shares may be granted in the form of restricted stock. All share amounts have been adjusted for subsequent stock splits.

We also maintain the 2004 Outside Directors Stock in Lieu of Fees Plan that has not been approved by North Fork stockholders. Under the Directors Plan, directors of the Company and its subsidiaries may elect to receive all or a portion of the fees due to them for their service as directors in the form of North Fork common stock. There are 750,000 shares reserved for issuance under the Directors Plan.

In 2004, the Company also assumed GreenPoint’s 1999 Plan. North Fork continues to have the ability to make further grants of stock awards under this plan solely to former GreenPoint employees or to new North Fork employees. The plan authorizes the grant of up to 4,050,000 of shares of common stock in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, performance units and other common stock-based awards.

Additional information required by this Item is included elsewhere in this Form 10-K in Item 7, Management’s Discussion and Analysis, — Recent Accounting Pronouncements, and in Item 8, Notes to Consolidated Financial Statements, — Note 1 — “Summary of Significant Accounting Policies” and Note 15 — “Common Stock Plans”.

Change in Control

On March 12, 2006, North Fork and Capital One Financial Corporation entered into an Agreement and Plan of Merger pursuant to which North Fork will merge with and into Capital One, with Capital One as the surviving corporation, subject to the terms and conditions set forth in that agreement. The merger of North Fork and Capital One will constitute a change-in-control of North Fork. For more information about this transaction, please see North Fork’s Form 8-K, filed March 15, 2006, which is incorporated herein by reference. In connection with the proposed merger, Capital One will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement of Capital One and North Fork that also constitutes a prospectus of Capital One. Capital One and North Fork will mail the joint proxy statement/prospectus to their respective stockholders. You are urged to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information.

Item 13 — Certain Relationships and Related Transactions

TRANSACTIONS WITH DIRECTORS, EXECUTIVE OFFICERS
AND ASSOCIATED PERSONS

During calendar year 2005, several of North Fork’s directors and executive officers (as well as members of their immediate families and corporations, organizations and trusts with which these individuals are associated) had outstanding loans from North Fork’s banking subsidiaries in amounts of $60,000 or more. All such loans were made in the ordinary course of business, did not involve more than normal risk of collectibility or present other unfavorable features, and were made on substantially the same terms, including interest rates and collateral requirements, as those prevailing at the same time for comparable loan transactions with unaffiliated persons. No such loan was classified by the lending bank or any bank regulatory agency as of December 31, 2005, as a non-accrual, past due, restructured or potential problem loan.

On May 26, 2005, the company repurchased from Director Thomas S. Johnson his options to acquire 2.5 million shares of the company’s common stock. These options were initially received by Mr. Johnson as chief executive officer of GreenPoint Financial Corp., and were converted into options to acquire North Fork stock when North Fork acquired GreenPoint on October 1, 2004. By agreement with Mr. Johnson, the price paid by the

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company for the options was the difference between the aggregate market value of the shares subject to the options, based on the average closing price of North Fork’s common stock over the ten trading days preceding the pricing day, and the aggregate exercise price of the options, for a total purchase price of $24.1 million. Mr. Johnson had previously enacted a plan to exercise all of his North Fork stock options and sell the option shares into the market, in a series of regular transactions extending over several months, a plan he had partially carried out prior to reaching agreement with the company to sell his remaining options back to the company in the transaction described above.

Also, in the beginning of 2005, the company paid to Mr. Johnson a $2,300,000 bonus for services rendered by him during the prior year as chief executive officer or GreenPoint before the company acquired GreenPoint in October, 2004. Mr. Johnson was entitled to receive such payment under his employment agreement with GreenPoint, which the company assumed in connection with the acquisition.

Alan J. Wilzig, who served as a director of the company until the 2005 annual meeting of shareholders on May 3, 2005, currently serves as a consultant to the Company under a Transition, Consulting and Noncompetition Agreement. The company made payments totaling $2,189,703.16 to Mr. Wilzig in 2005 under this agreement.

Item 14 — Principal Accountant Fees and Services

Approval of Audit and Other Services

The Audit Committee must approve all services rendered by the company’s independent auditors. The committee and the Board of Directors have adopted an Audit and Non-Audit Services Pre-Approval Policy, under which the provision by our independent auditors of audit, audit-related and certain non-audit services is pre-approved by the committee on a year-to-year basis. The Policy describes the permitted audit, audit-related, tax and other non-audit services that have the pre-approval of the committee, including pre-approved fee levels for all services. If not pre-approved, any service to be provided by the independent auditors must be specifically approved in advance by the committee. The term of any pre-approval is generally one year from the date of pre-approval, or if the service is a discrete project, the term of the project. The committee will annually review and pre-approve services that may be provided by the independent auditor. The categories of non-audit services currently pre-approved for our independent registered public accounting firm, KPMG LLP, include tax services, risk management services and advisory services on bank regulatory matters. The Audit and Non-Audit Services Pre-Approval Policy is available at North Fork’s website in the “Corporate Governance” section under “Investor Relations” at www.northforkbank.com.

Audit Fees

The following table sets forth the aggregate fees billed by North Fork’s independent registered public accounting firm, KPMG LLP, for the fiscal years ended December 31, 2005 and 2004:


	2005		2004

Audit Fees(1)	$	3,383,000	$	2,629,500
Audit-Related Fees(2)		176,000		168,700
Tax Fees(3)		5,000		13,500
All Other Fees		0		0	(4)

Total	$	3,564,000	$	2,811,700


(1)		Audit fees for 2005 include additional audit services provided in connection with the audit of internal controls over financial reporting.

(2)		Audit-related fees were for services performed in connection with audits of employee benefit plans and reviews of the registration statements and other SEC filings related to those plans.

(3)		Tax fees were for services performed in connection with certain tax compliance and review procedures.

(4)		$8,000 that was characterized as “All Other Fees” for 2004 in the proxy statement for the 2005 annual meeting of shareholders has been recharacterized as “Audit Fees.” The total fees paid to the independent registered public accounting firm for 2004 remains the same.

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PART IV


Item 15	*— Exhibits and Financial Statement Schedules*

(a) The consolidated financial statements, including notes thereto, and financial schedules required in response to this item are set forth in Part II, Item 8 of this Form 10-K, and can be found on the following pages:


		Page No.

1.	Financial Statements
	Consolidated Statements of Income	47
	Consolidated Balance Sheets	48
	Consolidated Statements of Changes in Stockholders’ Equity	49
	Consolidated Statements of Cash Flows	50
	Consolidated Statements of Comprehensive Income	52
	Notes to Consolidated Financial Statements	53
	Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements	97
	Management’s Report on Internal Control Over Financial Reporting	98
	Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting	99

2.	Financial Statement Schedules
	Schedules to the consolidated financial statements required by Article 9 of Regulation S-X and all other schedules to the consolidated financial statements have been omitted because they are either not required, are not applicable or are included in the consolidated financial statements or notes thereto, which can be found in this report in Part II, Items 7 and 8.

3.	Exhibits
	The exhibits listed on the Exhibit Index page of this Annual Report are incorporated herein by reference or filed herewith as required by Item 601 of Regulation S-K (each management contract or compensatory plan or arrangement listed therein is identified).

114

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


Signature	Title	Date

/s/ John A. Kanas John A. Kanas	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	April 25, 2006

/s/ Daniel M. Healy Daniel M. Healy	Director Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 25, 2006

/s/ John Bohlsen John Bohlsen	Director Vice Chairman of the Board	April 25, 2006

/s/ Josiah T. Austin Josiah T. Austin	Director	April 25, 2006

/s/ Karen M. Garrison Karen M. Garrison	Director	April 25, 2006

/s/ Katherine Heaviside Katherine Heaviside	Director	April 25, 2006

/s/ William M. Jackson William M. Jackson	Director	April 25, 2006

/s/ Thomas S. Johnson Thomas S. Johnson	Director	April 25, 2006

/s/ Raymond A. Nielsen Raymond A. Nielsen	Director	April 25, 2006

/s/ Dr. Alvin N. Puryear Dr. Alvin N. Puryear	Director	April 25, 2006

/s/ James F. Reeve James F. Reeve	Director	April 25, 2006

/s/ George H. Rowsom George H. Rowsom	Director	April 25, 2006

/s/ Dr. Kurt R. Schmeller Dr. Kurt R. Schmeller	Director	April 25, 2006

/s/ A. Robert Towbin A. Robert Towbin	Director	April 25, 2006

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EXHIBIT INDEX


Exhibit
Number			Description	Method of Filing

	2	.1	Agreement and Plan of Merger dated December 16, 2003 by and between North Fork Bancorporation, Inc. and The Trust Company of New Jersey	Previously filed on Form 10-K for the year ended December 31, 2003, dated March 5, 2004, as Exhibit 2.3 and incorporated herein by reference.
	2	.2	Agreement and Plan of Merger dated February 15, 2004 by and between North Fork Bancorporation, Inc. and GreenPoint Financial Corp.	Previously filed on Form 10-K for the year ended December 31, 2003, dated March 5, 2004, as Exhibit 2.4 and incorporated herein by reference.
	2	.3	Agreement and Plan of Merger dated March 12, 2006 by and between Capital One Financial Corporation and North Fork Bancorporation, Inc.	Previously filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 1-10458) dated March 15, 2006 and incorporated herein by reference.
	3	.1	Articles of Incorporation of North Fork Bancorporation, Inc.	Previously filed on Form 10-K for the year ended December 31, 2002, dated March 25, 2003, as Exhibit 3.1 and incorporated herein by reference.
	3	.2	By-Laws of North Fork Bancorporation, Inc., as amended, effective July 23, 2002	Previously filed on Form 10-Q for the period ended June 30, 2002 as Exhibit 3.2 and incorporated herein by reference.
	4	.1	Junior Subordinated Indenture, dated as of December 31, 1996, between North Fork Bancorporation, Inc. and The Bankers Trust Company as Trustee (the terms of which cover North Fork Capital Trust I and North Fork Capital Trust II)	Previously filed as Exhibit 4.1 to the Registrants’ registration statement on Form S-4, dated April 2, 1997 (Registration No. 333-24419) and incorporated herein by reference.
	4	.2	Indenture, dated as of April 28, 1998, between Reliance Bancorp, Inc. and The Bank of New York, as Debenture Trustee	Previously filed by Reliance Bancorp, Inc. as Exhibit 4.1 to the Registration Statement on Form S-4, dated September 25, 1998, (Registration No. 333-64219) and incorporated herein by reference.
	4	.3	Indenture, dated as of August 7, 2002, by and between North Fork Bancorporation, Inc. and U.S. Bank Trust National Association (the terms of which cover the $350 million, 5.875% subordinated notes due 2012 and $150 million 5% fixed/floating rate subordinated notes due 2012	Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-4 dated November 5, 2002 (Registration No. 333-101009) and incorporated herein by reference.
	4	.4	9.10% Junior Subordinated Debentures due 2027 Indenture, dated as of June 3, 1997, by and between GreenPoint Financial Corp. and The Bank of New York, as Trustee	Previously filed by GreenPoint Financial Corp as Exhibit 4.1 to the Registration Statement on Form S-4 dated August 19, 1997 (Registration No. 333-33955) and incorporated herein by reference.
	4	.5	First Supplemental Indenture, by and among North Fork Bancorporation, Inc., GreenPoint Financial Corp. and The Bank of New York, as Trustee, dated as of October 1, 2004, supplementing and amending the 9.10% Junior Subordinated Debentures due 2027 Indenture, dated as of June 3, 1997, by and between GreenPoint Financial Corp. and The Bank of New York	Previously filed as Exhibit 4.4 to the Registrant’s Current Report on Form 8-K (File No. 1-10458), dated October 7, 2004 and incorporated herein by reference.


Exhibit
Number			Description	Method of Filing

	4	.6	3.20% Senior Notes due 2008 Indenture, dated as of June 6, 2003, by and between GreenPoint Financial Corp., as Issuer, and The Bank of New York, as Trustee	Previously filed by GreenPoint Financial Corp as Exhibit 4.1 to the Registration Statement on Form S-4 dated July 8, 2003 (Registration No. 333-106882) and Incorporated herein by reference.
	4	.7	First Supplemental Indenture, by and among North Fork Bancorporation, Inc., GreenPoint Financial Corp. and The Bank of New York, as Trustee, dated as of October 1, 2004, supplementing and amending the 3.20% Senior Notes due 2008. Indenture, dated as of June 6, 2003 by and between GreenPoint Financial Corp. and The Bank of New York	Previously filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K (File No. 1-10458), dated October 7, 2004 and incorporated herein by reference.
	10	.1	North Fork Bancorporation, Inc. Dividend Reinvestment and Stock Purchase Plan, as amended	Previously filed with Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-3, dated May 16, 1995 (Registration No. 33-54222) as amended by the filing of Form S-3D, dated May 10, 2002 (Registration No. 333-88028) and incorporated herein by reference.
	10	.2(a)	North Fork Bancorporation, Inc. 1989 Executive Management Compensation Plan	Previously filed on Form S-8, dated April 17, 1990 (Registration No. 33-34372) and incorporated herein by reference.
	10	.3(a)	North Fork Bancorporation, Inc. 1994 Key Employee Stock Plan	Previously filed on Form S-8, dated May 4, 1994 (Registration No. 33-53467), as amended by the filing of Form S-8 dated June 7, 1996 (Registration No. 333-05513) and incorporated herein by reference. These filings were also amended by the filing of Form S-8, dated September 20, 2001 (Registration No. 333-69698) and incorporated herein by reference.
	10	.4(a)	Form of Change-in-Control Agreement, as entered into between North Fork Bancorporation, Inc. and each of John A. Kanas, John Bohlsen and Daniel M. Healy, each dated December 20, 1994	Previously filed on Form 10-Q for the period ended March 31, 1995, as Exhibit 10.2 and incorporated herein by reference.
	10	.5(a)	Form of Non-Qualified Stock Option Agreement entered into between North Fork Bancorporation, Inc. and John A. Kanas, John Bohlsen, and Daniel M. Healy, as of December 13, 1999 and subsequent dates	Previously filed on Form 10-K for the year ended December 31, 1999, dated March 29, 2000, as Exhibit 10.10(a) and incorporated herein by reference.
	10	.6(a)	Form of Restricted Stock Agreement, entered into between North Fork Bancorporation, Inc. and John A. Kanas, John Bohlsen, and Daniel M. Healy, as of December 13, 1999 and subsequent dates	Previously filed on Form 10-K for the year ended December 31, 1999, dated March 29, 2000, as Exhibit 10.11(a) and incorporated herein by reference.
	10	.7(a)	North Fork Bancorporation, Inc. 1999 Stock Compensation Plan	Previously filed on Form 10-K for the year ended December 31, 1999, dated March 29, 2000 (Registration No. 333-39536), as Exhibit 10.12(a) and incorporated herein by reference.
	10	.8	North Fork Bancorporation, Inc. 1997 Non-Officer Stock Plan	Previously filed on Form S-8, dated June 8, 1998 (Registration No. 333-56329) and incorporated herein by reference.


Exhibit
Number			Description	Method of Filing

	10	.9(a)	North Fork Bancorporation, Inc. 1998 Stock Compensation Plan, as amended	Previously filed on Form 10-K for the year ended December 31, 1999, dated March 29, 2000, (Registration No. 333-74713) as Exhibit 10.14(a) and incorporated herein by reference.
	10	.10(a)	Form of Consulting Agreement, as entered into between North Fork Bancorporation, Inc. and Thomas M. O’Brien, dated December 31, 1999	Previously filed on Form 10-K for the year ended December 31, 1999, dated March 29, 2000, as Exhibit 10.16(a) and incorporated herein by reference.
	10	.11	JSB Financial, Inc. 1996 Stock Option Plan	Previously filed by JSB Financial, Inc. on their Proxy Statement dated March 29, 1996, Appendix A (pages 21-33), and incorporated herein by reference.
	10	.12(a)	Reliance Bancorp, Inc. 1994 Incentive Stock Option Plan	Previously filed by Reliance Bancorp, Inc. on their Proxy Statement dated October 7, 1994 and incorporated herein by reference.
	10	.13(a)	Reliance Bancorp, Inc. Amended and Restated Incentive Stock Option Plan	Previously filed by Reliance Bancorp, Inc. on Form 10-K for the period ended June 30, 1998 (Registration No. 333-94381) and incorporated herein by reference.
	10	.14(a)	North Fork Bancorporation, Inc. Amended and Restated Performance Plan	See Footnote (b) below.
	10	.15(a)	North Fork Bancorporation, Inc. Annual Incentive Compensation Plan	Previously filed on Form 10-K for the year ended December 31, 2001, dated March 26, 2002, as Exhibit 10.18(a) and incorporated herein by reference.
	10	.16(a)	North Fork Bancorporation, Inc. 401(k) Retirement Savings Plan, as amended	Previously filed on Form S-8, dated September 28, 1992 (Registration No. 33-52504) as amended by Exhibit 4 to the Registrant’s Registration Statement on Form S-8 dated February 2, 1996 (Registration No. 333-00675) and incorporated herein by reference. These filings were also amended by the filing of Form S-8, dated September 20, 2001 (Registration No. 333-69700) and December 20, 2005 (Registration No. 333-130523) and incorporated herein by reference.
	10	.17(a)	North Fork Bancorporation, Inc. New Employee Stock Compensation Plan	Previously filed on Form S-8, dated June 10, 2002 (Registration No. 333-90134) and incorporated herein by reference.
	10	.18(a)	North Fork Bancorporation, Inc. Supplemental Executive Retirement Program	Previously filed on Form 10-K for the year ended. December 31, 2002, dated March 25, 2003 as Exhibit 10.19(a) and incorporated herein by reference.
	10	.19(a)	North Fork Bancorporation, Inc. 2003 Stock Compensation Plan	Previously filed on Form S-8, dated July 1, 2003 (Registration No. 333-106705) as Exhibit 99.1 and incorporated herein by reference.
	10	.20	North Fork Bancorporation, Inc. 2004 Outside Directors Stock in Lieu of Fees Plan	Previously filed on Form 8-K, dated October 4, 2004 (File No. 1-10458) as Exhibit 10.1 and incorporated herein by reference. This plan was filed on Form S-8, dated October 24, 2005 (Registration No. 333-129215).


Exhibit
Number			Description	Method of Filing

	10	.21(a)	GreenPoint Financial Corp. 1999 Stock Incentive Plan	Previously filed by GreenPoint Financial Corp. on Form 10-K for the year ended December 31, 1999, (Registration No. 333-34544) as Exhibit 10.13 and incorporated herein by reference.
	10	.22(a)	Transition, Consulting and Non-competition Agreement entered into between North Fork Bancorporation, Inc. and Alan J. Wilzig dated August 1, 2004	Previously filed on Form 10-K for the year ending December 31, 2004, dated March 16, 2005 as Exhibit 10.22(a) and incorporated herein by reference.
	10	.23(a)	Employment Agreement, dated as of February 15, 2004, by and between North Fork Bancorporation, Inc. and Bharat B. Bhatt	Previously filed as Exhibit 10.1 of the Registrant’s Registration Statement on Form S-4 (File No. 333-114173) filed on April 2, 2004.
	10	.24(a)	Form of Deferred Delivery Agreement and Notice of Deferred Delivery Exercise of options executed by John A. Kanas, John Bohlsen, and Daniel M. Healy on various dates.	Filed herewith.
	11		Statement re: Computation of Earnings Per Share	Filed herewith.**
	12		Statement re: Computation of Earnings to Fixed Charges Ratios	Filed herewith.**
	14		Code of Ethics	Previously filed on Form 10-K for the year ended December 31, 2003, as Exhibit 14 and incorporated herein by reference.
	21		Subsidiaries of Company	Filed herewith.**
	23		Consent of Independent Registered Public Accounting Firm	Filed herewith.
	31	.1	Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.
	31	.2	Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
	32	.1	Certification of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith.
	32	.2	Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith.


(a)		Management contract or compensatory plan or arrangement.

(b)		The performance plan was amended by the Registrant’s Board of Directors on December 13, 2005. The text amended plan is being finalized and will be filed shortly.


**		Previously filed on Form 10-K, for the year ended December 31, 2005, on March 15, 2006.


			Page No.

PART I
Forward Looking Statements				3
	ITEM 1.	Business		4
	ITEM 1A.	Risk Factors		11
	ITEM 1B.	Unresolved Staff Comments		12
	ITEM 2.	Properties		12
	ITEM 3.	Legal Proceedings		13
	ITEM 4.	Submission of Matters to a Vote of Security Holders		13
	ITEM 4A.	Executive Officers of the Registrant		13

PART II
	ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		13
	ITEM 6.	Selected Financial Data		14
	ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
	ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk		44
	ITEM 8.	Financial Statements and Supplementary Data		47
	ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		98
	ITEM 9A.	Controls and Procedures		98
	ITEM 9B.	Other Information		100

PART III
	ITEM 10.	Directors and Executive Officers of the Registrant		100
	ITEM 11.	Executive Compensation		105
	ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		110
	ITEM 13.	Certain Relationships and Related Transactions		112
	ITEM 14.	Principal Accountant Fees and Services		113

		PART IV
	ITEM 15.	Exhibits and Financial Statement Schedules		114
Signatures				115
EX-10.24.A: FORM OF DEFERRED DELIVERY AGREEMENT
EX-23: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION