<PAGE>

      As filed with the Securities and Exchange Commission
                       on April 11, 2001.

                                    Registration No. 333-
______________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                     ______________________

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                      _____________________

                   GREENPOINT FINANCIAL CORP.
     (Exact Name of Registrant as Specified in Its Charter)

         Delaware                      06-1379001
(State or Other Jurisdiction of        (I.R.S. Employer
Incorporation or Organization)         Identification No.)

                         90 Park Avenue
                    New York, New York 10016
            (Address of Principal Executive Offices)

                 GreenPoint Financial Corp. 2001
                           Stock Plan
                    (Full Title of the Plan)
                       __________________

                     Howard C. Bluver, Esq.
     Executive Vice President, General Counsel and Secretary
                   GreenPoint Financial Corp.
                         90 Park Avenue
                    New York, New York 10016
                         (212) 834-1000
(Name, Address and Telephone Number, Including Area Code, of
Agent for Service)

                            Copy to:
                      Bruce D. Senzel, Esq.
                     One Battery Park Plaza
                       Seward & Kissel LLP
                    New York, New York 10004
                         (212) 574-1200



<PAGE>

                 CALCULATION OF REGISTRATION FEE
______________________________________________________________
<TABLE>
<CAPTION>
                                          Proposed Maximum    Proposed Maximum
Title of Securities         Amount to      Offering Price         Aggregate          Amount of
 to be Registered       be Registered(1)    Per Share(2)      Offering Price(2)  Registration Fee

<S>                          <C>               <C>                  <C>               <C>
Common Stock, par
value $.01 per share     2,000,000 shares     $31.07            $62,140,000          $15,535

1.   Plus such indeterminate number of shares as may be issued to
     prevent dilution resulting from stock splits, stock
     dividends or similar transactions in accordance with
     Rules 416(a) and (b) under the Securities Act of 1933, as
     amended (the "Securities Act").

2.   Pursuant to Rule 457(h) under the Securities Act, the
     proposed maximum offering price per share and proposed
     maximum aggregate offering price are estimated on the basis
     of the average of the high and low sales prices of the
     Registrant's shares as reported for New York Stock Exchange
     composite transactions on April 5, 2001.

______________________________________________________________
</TABLE>



<PAGE>

EXPLANATORY NOTE

              This Registration Statement relates to the adoption
of the GreenPoint Financial Corp. 2001 Stock Plan authorizing
2,000,000 shares of common stock to be issued thereunder.

_________________________________________________________________

PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS*

Item 1.  Plan Information

Item 2.  Registrant Information and Employee Plan Annual
         Information.

_________________________________________________________________

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.

         The following documents filed by GreenPoint Financial
Corp. (the "Corporation" or the "Registrant") with the Securities
and Exchange Commission (the "Commission") are hereby
incorporated by reference herein:

         (a)  (i) The Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000 dated March 23, 2001;
and (ii) the Corporation's Annual Report to Shareholders for the
fiscal year ended December 31, 2000;

         (b)  The "Description of Registrant's Securities to be
Registered" contained in the Corporation's Registration Statement
on Form 8-A dated September 27, 1993 filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

         In addition, all documents subsequently filed by the
Corporation pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being
hereinafter referred to as an "Incorporated Document").

____________________

*   This information is not required to be included in, and is
    not incorporated by reference in, this Registration
    Statement.


                                2



<PAGE>

         Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Howard C. Bluver, who is giving an opinion regarding the
validity of the securities being registered hereby, is Executive
Vice President, General Counsel and Secretary of the Corporation.
As of the date of this Registration Statement, the fair market
value of securities of the Registrant, including options,
beneficially owned by Mr. Bluver exceeds $50,000 and,
accordingly, such interest is deemed to represent a substantial
interest in the Registrant.

Item 6.  Indemnification of Directors and Officers.

         The Certificate of Incorporation of the Corporation (the
"Certificate") includes provisions for the indemnification of
directors and officers.  Sections A, B, D and E of Article TENTH
of the Certificate provide as follows:

    A.   Each person who was or is made a party or is threatened
         to be made a party to or is otherwise involved in any
         action, suit or proceeding, whether civil, criminal,
         administrative or investigative (hereinafter a
         "proceeding"), by reason of the fact that he or she is
         or was a Director or an Officer of the Corporation or is
         or was serving at the request of the Corporation as a
         Director, Officer, employee or agent of another
         corporation or of a partnership, joint venture, trust or
         other enterprise, including service with respect to an
         employee benefit plan (hereinafter an "indemnitee"),
         whether the basis of such proceeding is alleged action
         in an official capacity as a Director, Officer, employee
         or agent or in any other capacity while serving as a
         Director, Officer, employee or agent, shall be
         indemnified and held harmless by the Corporation to the
         fullest extent authorized by the Delaware General
         Corporation Law, as the same exists or may hereafter be
         amended (but, in the case of any such amendment, only to
         the extent that such amendment permits the Corporation


                                3



<PAGE>

         to provide broader indemnification rights than such law
         permitted the Corporation to provide prior to such
         amendment), against all expense, liability and loss
         (including attorneys' fees, judgments, fines, ERISA
         excise taxes or penalties and amounts paid in
         settlement) reasonably incurred or suffered by such
         indemnitee in connection therewith; provided, however,
         that, except as provided in Section C hereof with
         respect to proceedings to enforce rights to
         indemnification, the Corporation shall indemnify any
         such indemnitee in connection with a proceeding (or part
         thereof) initiated by such indemnitee only if such
         proceeding (or part thereof) was authorized by the Board
         of Directors of the Corporation.

    B.   The right to indemnification conferred in Section A of
         this Article TENTH shall include the right to be paid by
         the Corporation the expenses incurred in defending any
         such proceeding in advance of its final disposition
         (hereinafter an "advancement of expenses"); provided,
         however, that, if the Delaware General Corporation Law
         requires, an advancement of expenses incurred by an
         indemnitee in his or her capacity as a Director or
         Officer (and not in any other capacity in which service
         was or is rendered by such indemnitee, including,
         without limitation, services to an employee benefit
         plan) shall be made only upon delivery to the
         Corporation of an undertaking (hereinafter an
         "undertaking"), by or on behalf of such indemnitee, to
         repay all amounts so advanced if it shall ultimately be
         determined by final judicial decision from which there
         is no further right to appeal (hereinafter a "final
         adjudication") that such indemnitee is not entitled to
         be indemnified for such expenses under this Section or
         otherwise.  The rights to indemnification and to the
         advancement of expenses conferred in Sections A and B of
         this Article TENTH shall be contract rights and such
         rights shall continue as to an indemnitee who has ceased
         to be a Director, Officer, employee or agent and shall
         inure to the benefit of the indemnitee's heirs,
         executors and administrators.

    D.   The rights to indemnification and to the advancement of
         expense conferred in this Article TENTH shall not be
         exclusive of any other right which any person may have
         or hereafter acquire under any statute, the
         Corporation's Certificate of Incorporation, Bylaws,
         agreement, vote of stockholders or Disinterested
         Directors or otherwise.




                                4



<PAGE>

    E.   The Corporation may maintain insurance, at its expense,
         to protect itself and any Director, Officer, employee or
         agent of the Corporation or Subsidiary or Affiliate or
         another corporation, partnership, joint venture, trust
         or other enterprise against any expense, liability or
         loss, whether or not the Corporation would have the
         power to indemnify such person against such expense,
         liability or loss under the Delaware General Corporation
         Law.

         Sections 145(a) to (g) of the Delaware General
Corporation Law provide as follows:

    (a)  A corporation shall have power to indemnify any person
         who was or is a party or is threatened to be made a
         party to any threatened, pending or completed action,
         suit or proceeding, whether civil, criminal,
         administrative or investigative (other than an action by
         or in the right of the corporation) by reason of the
         fact that the person is or was a director, officer,
         employee or agent of the corporation, or is or was
         serving at the request of the corporation as a director,
         officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise,
         against expenses (including attorneys' fees), judgments,
         fines and amounts paid in settlement actually and
         reasonably incurred by the person in connection with
         such action, suit or proceeding if the person acted in
         good faith and in a manner he reasonably believed to be
         in or not opposed to the best interests of the
         corporation, and, with respect to any criminal action or
         proceeding, had no reasonable cause to believe the
         person's conduct was unlawful.  The termination of any
         action, suit or proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself,
         create a presumption that the person did not act in good
         faith and in a manner which the person reasonably
         believed to be in or not opposed to the best interests
         of the corporation, and, with respect to any criminal
         action or proceeding, had reasonable cause to believe
         that the person's conduct was unlawful.

    (b)  A corporation shall have the power indemnify any person
         who was or is a party or is threatened to be made a
         party to any threatened, pending or completed action or
         suit by or in the right of the corporation to procure a
         judgment in its favor by reason of the fact that the
         person is or was a director, officer, employee or agent
         of the corporation, or is or was serving at the request
         of the corporation as a director, officer, employee or


                                5



<PAGE>

         agent of another corporation, partnership, joint
         venture, trust or other enterprise against expenses
         (including attorneys' fees) actually and reasonably
         incurred by the person in connection with the defense or
         settlement of such action or suit if the person acted in
         good faith and in a manner the person reasonably
         believed to be in or not opposed to the best interest of
         the corporation and except that no indemnification shall
         be made in respect of any claim, issue or matter as to
         which such person shall have been adjudged to be liable
         to the corporation unless and only to the extent that
         the Court of Chancery or the court in which such action
         or suit was brought shall determine upon application
         that, despite the adjudication of liability but in view
         of all the circumstances of the case, such person is
         fairly and reasonably entitled to indemnity for such
         expenses which the Court of Chancery or such other court
         shall deem proper.

    (c)  To the extent that a present or former director or
         officer of a corporation has been successful on the
         merits or otherwise in defense of any action, suit or
         proceeding referred to in subsections (a) and (b) of
         this section, or in defense of any claim, issue or
         matter therein, such person shall be indemnified against
         expenses (including attorneys' fees) actually and
         reasonably incurred by such person in connection
         therewith.

    (d)  Any indemnification under subsections (a) and (b) of
         this section (unless ordered by a court) shall be made
         by the corporation only as authorized in the specific
         case upon a determination that indemnification of the
         present or former director, officer, employee or agent
         is proper in the circumstances because the person has
         met the applicable standard of conduct set forth in
         subsections (a) and (b) of this section. Such
         determination shall be made with respect to a person who
         is a director or officer at the time of such
         determination, (1) by a majority vote of the directors
         who are not parties to such action, suit or proceeding,
         even though less than a quorum, or (2) by a committee of
         such directors designated by majority vote of such
         directors, even though less than a quorum, or (3) if
         there are no such directors, or if such directors so
         direct, by independent legal counsel in a written
         opinion, or (4) by the stockholders.

    (e)  Expenses (including attorneys' fees) incurred by an
         officer or director in defending any civil, criminal,
         administrative or investigative action, suit or


                                6



<PAGE>

         proceeding may be paid by the corporation in advance of
         the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of such
         director or officer to repay such amount if it shall
         ultimately be determined that such person is not
         entitled to be indemnified by the corporation as
         authorized in this section.  Such expenses (including
         attorneys' fees) incurred by former directors and
         officers or other employees and agents may be so paid
         upon such terms and conditions, if any, as the
         corporation deems appropriate.

    (f)  The indemnification and advancement of expenses provided
         by, or granted pursuant to, the other subsections of
         this section shall not be deemed exclusive of any other
         rights to which those seeking indemnification or
         advancement of expenses may be entitled under any bylaw,
         agreement, vote of stockholders or disinterested
         directors or otherwise, both as to action in such
         person's official capacity and as to action in another
         capacity while holding such office.

    (g)  A corporation shall have power to purchase and maintain
         insurance on behalf of any person who is or was a
         director, officer, employee or agent of the corporation,
         or is or was serving at the request of the corporation
         as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other
         enterprise against any liability asserted against such
         person and incurred by such person in any such capacity,
         or arising out of such person's status as such, whether
         or not the corporation would have the power to indemnify
         such person against such liability under this section.

         The Registrant maintains an insurance policy insuring
the directors and officers of the Corporation against certain
acts and omissions while acting in their official capacities.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit Number     Description

      4            GreenPoint Financial Corp. 2001 Stock Plan

      5            Opinion of Howard C. Bluver, Esq., Executive
                   Vice President, General Counsel and Secretary
                   of the Registrant


                                7



<PAGE>

    23.1           Consent of Howard C. Bluver, Esq., Executive
                   Vice President, General Counsel and Secretary
                   of the Registrant (included in Exhibit 5)

    23.2           Consent of PricewaterhouseCoopers LLP

     24            Powers of Attorney (included in the signature
                   page to this Registration Statement)

Item 9.  Undertakings.

    (a)  The undersigned Registrant hereby undertakes:

    (1)  To file, during any period in which offers or sales are
         being made, a post-effective amendment to this
         Registration Statement:

         (i)  To include any prospectus required by section
              10(a)(3) of the Securities Act;

        (ii)  To reflect in the prospectus any facts or events
              arising after the effective date of the
              Registration Statement (or the most recent post-
              effective amendment thereof) which, individually or
              in the aggregate, represent a fundamental change in
              the information set forth in the Registration
              Statement;

       (iii)  To include any material information with respect to
              the plan of distribution not previously disclosed
              in this Registration Statement or any material
              change to such information in the Registration
              Statement;

         provided, however, that paragraphs (a)(1)(i) and
         (a)(1)(ii) do not apply if the information required to
         be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed by the
         Registrant pursuant to Section 13 or Section 15(d) of
         the Exchange Act that are incorporated by reference in
         this Registration Statement.

    (2)  That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment
         shall be deemed to be a new registration statement
         relating to the securities offered therein, and the
         offering of such securities at that time shall be deemed
         to be the initial bona fide offering thereof.

    (3)  To remove from registration by means of a post-
         effective amendment any of the securities being


                                8



<PAGE>

         registered which remain unsold at the termination of the
         offering.

    (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of any employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

    (c)  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.




















                                9



<PAGE>

                           SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in New York, New York, on the 11th day
of April, 2001.

                             GREENPOINT FINANCIAL CORP.


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


         Each person whose individual signature appears below
hereby makes, constitutes and appoints Thomas S. Johnson to sign
for such person and in such person's name and capacity indicated
below, this and any subsequent registration statement, including
each pre-effective or post-effective amendment hereto or thereto,
relating to the GreenPoint Financial Corp. 2001 Stock Plan, and
shares of common stock thereunder.

         Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated:

        Name                 Title                     Date

/s/ Thomas S. Johnson        Chairman of the      March 13, 2001
______________________       Board and Chief
Thomas S. Johnson            Executive Officer

/s/ Bharat B. Bhatt          Member of the        March 13, 2001
______________________       Board, President
Bharat B. Bhatt              and Chief Operating
                             Officer

/s/ Peter T. Paul            Member of the Board  March 13, 2001
______________________       and Vice Chairman
Peter T. Paul








                               10



<PAGE>

/s/ Jeffrey R. Leeds         Executive Vice       March 13, 2001
______________________       President and
Jeffrey R. Leeds             Chief Financial
                             Officer

/s/ Joseph D. Perillo        Senior Vice          March 13, 2001
______________________       President and
Joseph D. Perillo            Controller


/s/ Robert M. McLane         Director             March 13, 2001
______________________
Robert M. McLane


/s/ Dan F. Huebner           Director             March 13, 2001
______________________
Dan F. Huebner


/s/ Robert P. Quinn          Director             March 13, 2001
______________________
Robert P. Quinn


/s/ Robert F. Vizza          Director             March 13, 2001
______________________
Robert F. Vizza


/s/ William M. Jackson       Director             March 13, 2001
______________________
William M. Jackson


/s/ Charles B. McQuade       Director             March 13, 2001
______________________
Charles B. McQuade


/s/ Alvin N. Puryear         Director             March 13, 2001
______________________
Alvin N. Puryear


/s/ Edward C. Schmults       Director             March 13, 2001
______________________
Edward C. Schmults





                               11



<PAGE>

                        Index to Exhibits


Exhibit Number

      4            GreenPoint Financial Corp. 2001
                   Stock Plan

      5            Opinion of Howard C. Bluver, Esq.,
                   Executive Vice President, General
                   Counsel and Secretary of the
                   Registrant

    23.1           Consent of Howard C. Bluver, Esq.,
                   Executive Vice President, General
                   Counsel and Secretary of the
                   Registrant (included in Exhibit 5)

    23.2           Consent of PricewaterhouseCoopers
                   LLP

     24            Powers of Attorney (included in the
                   signature page to this Registration
                   Statement)





























                               12
01599003.AA1



<PAGE>

                   GREENPOINT FINANCIAL CORP.

                         2001 Stock Plan

_________________________________________________________________


                            Section 1

                      Purpose:  Definitions

    The purpose of the Plan is to give the Company a competitive
advantage in attracting, retaining and motivating officers,
employees and/or consultants and to provide the Company and its
Subsidiaries and Affiliates with a stock plan providing
incentives directly linked to the profitability of the Company's
businesses and increases in the Company's shareholder value.

    For purposes of the Plan, the following terms are defined as
set forth below:

    a.   "Affiliate" means a corporation or other entity
controlled by, controlling or under common control with the
Company and designated by the Committee from time to time as
such.

    b.   "Award" means a Stock Appreciation Right, Stock Option,
Restricted Stock, Performance Unit, or other stock-based award.

    c.   "Award Cycle" shall mean a period of one or more
consecutive fiscal years or portions thereof designated by the
Committee over which Performance Units are to be earned.

    d.   "Board" means the Board of Directors of the Company.

    e.   "Cause" means, unless otherwise provided by the
Committee, (1) "Cause" as defined in any Individual Agreement to
which the participant is a party, or (2) if there is no such
Individual Agreement or if it does not define Cause: an
intentional failure to perform stated duties, willful misconduct,
breach of a fiduciary duty involving personal profit, or acts or
omissions of personal dishonesty, any of which results in
material loss to the Company or any of its Subsidiaries or
Affiliates or, any willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or
final cease-and-desist order which results in material loss to
the Company or any of its Subsidiaries or Affiliates. The
Committee shall, unless otherwise provided in an Individual
Agreement with the participant, have the sole discretion to
determine whether "Cause" exists, and its determination shall be
final.



                                1



<PAGE>

    f.   "Change in Control" and "Change in Control Price" have
the meanings set forth in Sections 11(b) and (c), respectively.

    g.   "Code" means the Internal Revenue Code of 1986, as
amended from time to time, and any successor thereto.

    h.   "Commission" means the Securities and Exchange
Commission or any successor agency.

    i.   "Committee" means the Committee referred to in Section
2.

    j.   "Common Stock" means common stock, par value $.01 per
share, of the Company (or as may be converted pursuant to Section
3 hereof).

    k.   "Company" means GreenPoint Financial Corp., a bank
holding company registered under federal law and incorporated in
Delaware.

    l.   "Disability" means, unless otherwise provided by the
Committee, disability as defined in the Company's retirement
plan, or if not so defined, shall mean the permanent and total
inability of a participant by reason of mental or physical
infirmity, or both, to perform the work customarily assigned to
him or her. In order to qualify as a Disability, a medical doctor
selected or approved by the Board, and knowledgeable in the field
of such infirmity, must advise the Committee either that it is
not possible to determine when such Disability will terminate or
that it appears probable that such Disability will be permanent
during the remainder of said participant's lifetime.

    m.   "Eligible Individuals" mean employees and consultants of
the Company or any of its Subsidiaries or Affiliates, and
prospective employees and consultants who have accepted offers of
employment or consultancy from the Company or its Subsidiaries or
Affiliates, who are or will be responsible for or contribute to
the management, growth or profitability of the business of the
Company, or its Subsidiaries or Affiliates; provided, however,
that any person who is designated by the Board as an officer for
purposes of Section 16 of the Exchange Act shall not be an
Eligible Individual for purposes of the Plan.

    n.   "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, and any successor thereto.

    o.   "Fair Market Value" means, as of any given date, the
closing price on such date or, if there are no reported sales on
such date, on the last day prior to such date on which there were
sales of the Common Stock on the New York Stock Exchange or, if
not listed on such exchange, on any other national securities



                                2



<PAGE>

exchange on which the Common Stock is listed or on Nasdaq.  If
there is no regular public trading market for such Common Stock,
the Fair Market Value of the Common Stock shall be determined by
the Committee in good faith.

    p.   "Individual Agreement" means an employment, consulting
or similar agreement between a participant and the Company or one
of its Subsidiaries or Affiliates.

    q.   "Performance Goals" means the performance goals
established by the Committee in connection with the grant of
Restricted Stock or Performance Units. Performance Goals may be
stated in the alternative or in combination.

    r.   "Performance Units" means an Award granted under Section
8.

    s.   "Plan" means the GreenPoint Financial Corp. 2001 Stock
Plan, as set forth herein and as hereinafter amended from time to
time.

    t.   "Restricted Stock" means an Award granted under Section
7.

    u.   "Retirement" means retirement from the employ of the
Company or its Subsidiaries or Affiliates at the normal or early
retirement date as set forth in any tax-qualified
retirement/pension plan of the Company.

    v.   "Stock Appreciation Right" means an Award granted under
Section 6.

    w.   "Stock Option" means an Award granted under Section 5.

    x.   "Subsidiary" means any corporation, partnership, joint
venture or other entity during any period in which at least a 50%
voting or profits interest is owned, directly or indirectly, by
the Company or any successor to the Company.

    y.   "Termination of Employment" means the termination of the
participant's employment with, performance of services for, the
Company and any of its Subsidiaries or Affiliates.  A participant
employed by, or performing services for, a Subsidiary or an
Affiliate shall also be deemed to incur a Termination of
Employment if the Subsidiary or Affiliate ceases to be such a
Subsidiary or an Affiliate, as the case may be, and the
participant does not immediately thereafter become an employee
of, or service-provider for, the Company or another Subsidiary or
Affiliate.  Temporary absences from employment because of
illness, vacation or leave of absence and transfers among the




                                3



<PAGE>

Company and its Subsidiaries and Affiliates shall not be
considered Terminations of Employment.

    For purposes of the Plan, a participant's employment shall be
deemed to have terminated at the close of business on the day
preceding the first date on which he or she is no longer for any
reason whatsoever employed by the Company or any of its
Subsidiaries or Affiliates.

    In addition, certain other terms used herein have definitions
given to them in the first place in which they are used.

                            SECTION 2

                         ADMINISTRATION

    The Plan shall be administered by the Compensation Committee
or such other committee of the Board as the Board may from time
to time designate (the "Committee"), which shall be composed of
not less than two directors, and shall be appointed by and serve
at the pleasure of the Board.

    The Committee shall have plenary authority to grant Awards
pursuant to the terms of the Plan to Eligible Individuals.

    Among other things, the Committee shall have the authority,
subject to the terms of the Plan:


    a.   To select the Eligible Individuals to whom Awards may
from time to time be granted;

    b.   To determine whether and to what extent Stock Options,
Stock Appreciation Rights, Restricted Stock, Performance Units
and other stock-based awards or any combination thereof are to be
granted hereunder;

    c.   To determine the number of shares of Common Stock to be
covered by each Award granted hereunder;

    d.   To determine the terms and conditions of any Award
granted hereunder (including, but not limited to, the option
price (subject to Section 5(a)), any vesting condition,
restriction or limitation (which may be related to the
performance of the participant, the Company or any Subsidiary or
Affiliate) and any vesting acceleration or forfeiture waiver
regarding any Award and the shares of Common Stock relating
thereto, based on such factors as the Committee shall determine;

    e.   To modify, amend or adjust the terms and conditions of
any Award, at any time or from time to time, including but not



                                4



<PAGE>

limited to Performance Goals; provided, however, that the
Committee may not, subject to the last paragraph of Section 3,
reduce the exercise price or cancel and regrant a Stock Option
theretofore granted;

    f.   To determine to what extent and under what circumstances
Common Stock and other amounts payable with respect to an Award
shall be deferred; and

    g.   To determine under what circumstances an Award may be
settled in cash or Common Stock under Sections 5(i), 6(b)(ii) and
8(b)(iv).

    The Committee shall have the authority to adopt, alter and
repeal such administrative rules, guidelines and practices
governing the Plan as it shall from time to time deem advisable,
to interpret the terms and provisions of the Plan and any Award
issued under the Plan (and any agreement relating thereto) and to
otherwise supervise the administration of the Plan.

    The Committee may act only by a majority of its members then
in office, except that the Committee may, except to the extent
prohibited by applicable law or the applicable rules of a stock
exchange, allocate all or any portion of its responsibilities and
powers to any one or more of its members and may delegate all or
any part of its responsibilities and powers to any person or
persons selected by it.   Any such allocation or delegation may
be revoked by the Committee at any time.

    Any determination made by the Committee or pursuant to
delegated authority pursuant to the provisions of the Plan with
respect to any Award shall be made in the sole discretion of the
Committee or such delegate at the time of the grant of the Award
or, unless in contravention of any express term of the Plan, at
any time thereafter.  All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the
Plan shall be final and binding on all persons, including the
Company and Plan participants.

    Any authority granted to the Committee may also be exercised
by the full Board.  To the extent that any action taken by the
Board conflicts with action taken by the Committee, the Board
action shall control.

                            SECTION 3

                  COMMON STOCK SUBJECT TO PLAN

    The maximum number of shares of Common Stock that may be
delivered to participants and their beneficiaries under the Plan




                                5



<PAGE>

shall be 2,000,000.  Shares subject to an Award under the Plan
may be authorized and unissued shares or may be treasury shares.

    If any Award is forfeited, or if any Stock Option (and
related Stock Appreciation Right, if any) terminates, expires or
lapses without being exercised, or if any Stock Appreciation
Right is exercised for cash, shares of Common Stock subject to
such Awards shall again be available for distribution in
connection with Awards under the Plan.

    In the event of any change in corporate capitalization
(including, but not limited to, a change in the number of shares
of Common Stock outstanding), such as a stock split or a
corporate transaction, such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock
or property of the Company, any reorganization (whether or not
such reorganization comes within the definition of such term in
Section 368 of the Code) or any partial or complete liquidation
of the Company, the Committee or Board may make such substitution
or adjustments in the aggregate number and kind of shares
reserved for issuance under the Plan, in the number, kind and
option price of shares subject to outstanding Stock Options,
Stock Appreciation Rights and Restricted Stock, in the number and
kind of shares subject to other outstanding Awards granted under
the Plan and/or such other equitable substitution or adjustments
as it may determine to be appropriate in its sole discretion;
provided, however, that the number of shares subject to any Award
shall always be a whole number. Such adjusted option price shall
also be used to determine the amount payable by the Company upon
the exercise of any Stock Appreciation Right associated with any
Stock Option.

                            SECTION 4

                           ELIGIBILITY

    Awards may be granted under the Plan to Eligible Individuals.
No grant shall be made under this Plan to persons who are not
Eligible Individuals.

                            SECTION 5

                          STOCK OPTIONS

    Stock Options may be granted alone or in addition to other
Awards granted under the Plan.  All Stock Options granted under
the Plan shall be non-qualified stock options and not incentive
stock options as defined under Section 422 of the Code.  Any
Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.




                                6



<PAGE>

    The Committee shall have the authority to grant any optionee
Stock Options (with or without Stock Appreciation Rights).

    Stock Options shall be evidenced by option agreements, the
terms and provisions of which may differ.  The grant of a Stock
Option shall occur on the date the Committee by resolution
selects an Eligible Individual to receive a grant of a Stock
Option, determines the number of shares of Common Stock to be
subject to such Stock Option to be granted to such Eligible
Individual and specifies the terms and provisions of the Stock
Option.  The Company shall notify an Eligible Individual of any
grant of a Stock Option, and a written option agreement or
agreements shall be duly executed and delivered by the Company to
the participant.  Such agreement or agreements shall become
effective upon execution by the Company and the participant.

    Stock Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional
terms and conditions as the Committee shall deem desirable:

    a.   Option Price. The option price per share of Common Stock
purchasable under a Stock Option shall be determined by the
Committee and set forth in the option agreement, and shall not be
less than the Fair Market Value of the Common Stock subject to
the Stock Option on the date of grant.

    b.   Option Term. The term of each Stock Option shall be
fixed by the Committee, but no Stock Option shall be exercisable
more than 10 years after the date the Stock Option is granted.

    c.   Exercisability. Except as otherwise provided herein,
Stock Options shall be exercisable at such time or times and
subject to such terms and conditions as shall be determined by
the Committee. If the Committee provides that any Stock Option is
exercisable only in installments, the Committee may at any time
waive such installment exercise provisions, in whole or in part,
based on such factors as the Committee may determine.  In
addition, the Committee may at any time accelerate the
exercisability of any Stock Option.

    d.   Method of Exercise. Subject to the provisions of this
Section 5, Stock Options may be exercised, in whole or in part,
at any time during the option term by giving written notice of
exercise to the Company specifying the number of shares of Common
Stock subject to the Stock Option to be purchased.

    Such notice shall be accompanied by payment in full of the
purchase price by certified or bank check or such other
instrument as the Company may accept.  If approved by the
Committee, payment, in full or in part, may also be made in the
form of unrestricted Common Stock (by delivery of such shares or



                                7



<PAGE>

by attestation) already owned by the optionee of the same class
as the Common Stock subject to the Stock Option (based on the
Fair Market Value of the Common Stock on the date the Stock
Option is exercised); provided, however, that such already owned
shares have been held by the optionee for at least six months at
the time of exercise or had been purchased on the open market.

    If approved by the Committee, payment in full or in part may
also be made by delivering a properly executed exercise notice to
the Company, together with a copy of irrevocable instructions to
a broker to deliver promptly to the Company the amount of sale or
loan proceeds necessary to pay the purchase price, and, if
requested, reduced by the amount of any federal, state, local or
foreign withholding taxes. To facilitate the foregoing, the
Company may enter into agreements for coordinated procedures with
one or more brokerage firms.

    No shares of Common Stock shall be issued until full payment
therefor has been made.  Except as otherwise provided in Section
5(k) below, an optionee shall have all of the rights of a
shareholder of the Company holding the class or series of Common
Stock that is subject to such Stock Option (including, if
applicable, the right to vote the shares and the right to receive
dividends), when the optionee has given written notice of
exercise, has paid in full for such shares and, if requested, has
given the representation described in Section 14(a).

    If determined by the Committee at the date of grant of a
Stock Option, in the event an optionee who has not incurred a
Termination of Employment pays the option price of such Stock
Option (in whole or in part) by delivering (or attesting to
ownership of) shares of Common Stock previously owned by the
optionee, such optionee shall automatically be granted a reload
Stock Option (a "Reload Option") for the number of shares of
Common Stock used to pay the option price.   Unless otherwise
determined by the Committee, the Reload Option shall be subject
to the same terms and conditions as the Stock Option, except that
the Reload Option shall have an option price equal to the Fair
Market Value of the Common Stock on the date the Reload Option is
granted, expire the same date as the expiration date of the Stock
Option so exercised, shall vest and become exercisable 6 months
following the date of grant of such Reload Option and shall not
have the rights set forth in Section 5(j) hereof.  Additional
Reload Options may only be granted upon exercise of a Reload
Option if the Fair Market Value of the Common Stock on the date
of such exercise is 25% or more higher than the Fair Market Value
of the Common Stock on the date of grant of the Reload Option
being exercised.

    e.   Nontransferability of Stock Options. No Stock Option
shall be transferable by the optionee other than (i) by will or



                                8



<PAGE>

by the laws of descent and distribution; or (ii) as otherwise
expressly permitted by the Committee including, if so permitted,
pursuant to a transfer to such optionee's immediate family,
whether directly or indirectly or by means of a trust or
partnership or otherwise.  For purposes of this Plan, unless
otherwise determined by the Committee, "immediate family" shall
mean the optionee's children, spouse and grandchildren.  All
Stock Options shall be exercisable, subject to the terms of this
Plan, only by the optionee, the guardian or legal representative
of the optionee, or any person to whom such option is transferred
pursuant to this paragraph, it being understood that the term
"holder" and "optionee" include such guardian, legal
representative and other transferee.

    f.   Termination by Death.  Unless otherwise determined by
the Committee, if an optionee incurs a Termination of Employment
by reason of death, any Stock Option held by such optionee may
thereafter be exercised, to the extent then exercisable, or on
such accelerated basis as the Committee may determine, for a
period of one year (or such other period as the Committee may
specify in the option agreement) from the date of such death or
until the expiration of the stated term of such Stock Option,
whichever period is the shorter.

    g.   Termination by Reason of Disability or Retirement.
Unless otherwise determined by the Committee, if an optionee
incurs a Termination of Employment by reason of Disability or
Retirement, any Stock Option held by such optionee may thereafter
be exercised by the optionee, to the extent it was exercisable at
the time of termination, or on such accelerated basis as the
Committee may determine, for a period of one year (or such other
period as the Committee may specify in the option agreement) from
the date of such Termination of Employment or until the
expiration of the stated term of such Stock Option, whichever
period is the shorter; provided, however, that if the optionee
dies within such period, any unexercised Stock Option held by
such optionee shall, notwithstanding the expiration of such
period, continue to be exercisable to the extent to which it was
exercisable at the time of death for a period of 12 months from
the date of such death or until the expiration of the stated term
of such Stock Option, whichever period is the shorter.

    h.   Other Termination.  Unless otherwise determined by the
Committee: (A) if an optionee incurs a Termination of Employment
for Cause, all Stock Options held by such optionee shall
thereupon terminate; and (B) if an optionee incurs a Termination
of Employment for any reason other than death, Disability,
Retirement or for Cause, any Stock Option held by such optionee,
to the extent it was then exercisable at the time of termination,
or on such accelerated basis as the Committee may determine, may
be exercised for the lesser of three months from the date of such



                                9



<PAGE>

Termination of Employment or the balance of such Stock Option's
term; provided, however, that if the optionee dies within such
three-month period, any unexercised Stock Option held by such
optionee shall, notwithstanding the expiration of such three-
month period, continue to be exercisable to the extent to which
it was exercisable at the time of death for a period of 12 months
from the date of such death or until the expiration of the stated
term of such Stock Option, whichever period is the shorter.

    Notwithstanding any other provision of this Plan to the
contrary, in the event an optionee incurs a Termination of
Employment other than for Cause during the 24-month period
following a Change in Control, any Stock Option held by such
optionee may thereafter be exercised by the optionee, to the
extent it was exercisable at the time of termination, including
on such accelerated basis as provided in Section 11(a), for (x)
the longer of (i) one year from such date of termination or (ii)
such other period as may be provided in the Plan for such
Termination of Employment or as the Committee may provide in the
option agreement, or (y) until expiration of the stated term of
such Stock Option, whichever period is the shorter.

    i.   Cashing Out of Stock Option.  On receipt of written
notice of exercise, the Committee may elect to cash out all or
part of the portion of the shares of Common Stock for which a
Stock Option is being exercised by paying the optionee an amount,
in cash or Common Stock, equal to the excess of the Fair Market
Value of the Common Stock over the option price times the number
of shares of Common Stock for which the Option is being exercised
on the effective date of such cash-out.

    j.   Change in Control Cash-Out.  Notwithstanding any other
provision of the Plan, during the 60-day period from and after a
Change in Control (the "Exercise Period"), if the Committee shall
determine at the time of grant or thereafter, an optionee shall
have the right, whether or not the Stock Option is fully
exercisable and in lieu of the payment of the option price for
the shares of Common Stock being purchased under the Stock Option
and by giving notice to the Company, to elect (within the
Exercise Period) to surrender all or part of the Stock Option to
the Company and to receive cash, within 5 days of such election,
in an amount equal to the amount by which the Change in Control
Price per share of Common Stock on the date of such election
shall exceed the exercise price per share of Common Stock under
the Stock Option multiplied by the number of shares of Common
Stock granted under the Stock Option as to which the right
granted under this Section 5(j) shall have been exercised.

    k.   Deferral of Option Shares.  The Committee may from time
to time establish procedures pursuant to which an optionee may
elect to defer, until a time or times later than the exercise of



                               10



<PAGE>

an Option, receipt of all or a portion of the shares of Common
Stock subject to such Option and/or to receive cash at such later
time or times in lieu of such deferred shares, all on such terms
and conditions as the Committee shall determine.  If any such
deferrals are permitted, then notwithstanding Section 5(d) above,
an optionee who elects such deferral shall not have any rights as
a stockholder with respect to such deferred shares unless and
until shares are actually delivered to the optionee with respect
thereto, except to the extent otherwise determined by the
Committee.

                            SECTION 6

                    STOCK APPRECIATION RIGHTS

    a.   Grant and Exercise. Stock Appreciation Rights may be
granted in conjunction with all or part of any Stock Option
granted under the Plan.  Such rights may be granted either at or
after the time of grant of such Stock Option.  A Stock
Appreciation Right shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option.

    A Stock Appreciation Right may be exercised by an optionee in
accordance with Section 6(b) by surrendering the applicable
portion of the related Stock Option in accordance with procedures
established by the Committee.  Upon such exercise and surrender,
the optionee shall be entitled to receive an amount determined in
the manner prescribed in Section 6(b). Stock Options, which have
been so surrendered, shall no longer be exercisable to the extent
the related Stock Appreciation Rights have been exercised.

    b.   Terms and Conditions.  Stock Appreciation Rights shall
be subject to such terms and conditions as shall be determined by
the Committee, including the following:

         (i)  Stock Appreciation Rights shall be exercisable only
at such time or times and to the extent that the Stock Options to
which they relate are exercisable in accordance with the
provisions of Section 5 and this Section 6.

         (ii) Upon the exercise of a Stock Appreciation Right, an
optionee shall be entitled to receive an amount in cash, shares
of Common Stock or both, in value equal to the excess of the Fair
Market Value of one share of Common Stock over the option price
per share specified in the related Stock Option multiplied by the
number of shares in respect of which the Stock Appreciation Right
shall have been exercised, with the Committee having the right to
determine the form of payment.






                               11



<PAGE>

         (iii)     Stock Appreciation Rights shall be
transferable only to permitted transferees of the underlying
Stock Option in accordance with Section 5(e).

         (iv) Upon the exercise of a Stock Appreciation Right,
the Stock Option or part thereof to which such Stock Appreciation
Right is related shall be deemed to have been exercised for the
purpose of the limitation set forth in Section 3 on the number of
shares of Common Stock to be issued under the Plan, but only to
the extent of the number of shares covered by the Stock
Appreciation Right at the time of exercise based on the value of
the Stock Appreciation Right at such time.

                            SECTION 7

                        RESTRICTED STOCK

    a.   Administration.  Shares of Restricted Stock may be
awarded either alone or in addition to other Awards granted under
the Plan.  The Committee shall determine the Eligible Individuals
to whom and the time or times at which grants of Restricted Stock
will be awarded, the number of shares to be awarded to any
Eligible Individual, the conditions for vesting, the time or
times within which such Awards may be subject to forfeiture and
any other terms and conditions of the Awards, in addition to
those contained in Section 7(c); provided, however, that, subject
to Section 7(c)(i) and Section 11(a)(ii), no shares of Restricted
Stock shall vest prior to three years from the date of grant.
Notwithstanding the previous sentence, the Committee shall have
discretion to permit vesting of shares of Restricted Stock prior
to three years from the date of grant in the event of a
participant's Termination of Employment by reason of Retirement,
Disability or death, or under other limited circumstances if the
Committee determines that such earlier vesting is necessary to
fulfill a legitimate corporate purpose such as the hiring or
retention of a key employee; provided, however, that the
Committee shall exercise its discretion (under this Section 7(a)
and Section 7(c)(i)) in these other limited circumstances with
respect to shares of Restricted Stock which in the aggregate do
not exceed 10% of the maximum number of shares of Common Stock
authorized for issuance in Section 3.

    b.   Awards and Certificates. Shares of Restricted Stock
shall be evidenced in such manner as the Committee may deem
appropriate, including book-entry registration or issuance of one
or more stock certificates.  Any certificate issued in respect of
shares of Restricted Stock shall be registered in the name of
such participant and shall bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such
Award, substantially in the following form:




                               12



<PAGE>

    "The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and conditions
(including forfeiture) of the GreenPoint Financial Corp. 2001
Stock Plan and a Restricted Stock Agreement.  Copies of such Plan
and Agreement are on file at the offices of GreenPoint Financial
Corp., 90 Park Avenue, New York, New York 10016-1303."

    The Committee may require that the certificates evidencing
such shares be held in custody by the Company until the
restrictions thereon shall have lapsed and that, as a condition
of any Award of Restricted Stock, the participant shall have
delivered a stock power, endorsed in blank, relating to the
Common Stock covered by such Award.

    c.   Terms and Conditions. Shares of Restricted Stock shall
be subject to the following terms and conditions:

         (i)  The Committee may condition the grant or vesting of
an Award of Restricted Stock upon the attainment of Performance
Goals.  Subject to Section 11(a)(ii), no shares of Restricted
Stock, the vesting of which is conditioned upon the attainment of
Performance Goals, shall vest prior to one year from the date of
grant. Notwithstanding the previous sentence, the Committee shall
have discretion to permit vesting of shares of Restricted Stock,
the vesting of which is conditioned upon the attainment of
Performance Goals, prior to one year from the date of grant in
the event of a participant's Termination of Employment by reason
of Retirement, Disability or death, or under other limited
circumstances if the Committee determines that such earlier
vesting is necessary to fulfill a legitimate corporate purpose
such as the hiring or retention of a key employee; provided,
however, that the Committee shall exercise its discretion (under
this Section 7(c)(i) and Section 7(a)) in these other limited
circumstances with respect to shares of Restricted Stock which in
the aggregate do not exceed 10% of the maximum number of shares
of Common Stock authorized for issuance in Section 3.  The
Committee may also condition the grant or vesting of an Award of
Restricted Stock upon the continued service of the participant.
The conditions for grant or vesting and the other provisions of
Restricted Stock Awards (including without limitation any
applicable Performance Goals) need not be the same with respect
to each recipient.  The Committee may at any time, in its sole
discretion, accelerate or waive, in whole or in part, any of the
foregoing restrictions, other than the restriction period
minimums described in Section 7(a) and this Section 7(c)(i).

         (ii) Subject to the provisions of the Plan and the
Restricted Stock referred to in Section 7(c)(vi), during the
period, if any, set by the Committee, commencing with the date of
such Award for which such participant's continued service is
required (the "Restriction Period"), and until the later of (A)



                               13



<PAGE>

the expiration of the Restriction Period and (B) the date the
applicable Performance Goals (if any) are satisfied, the
participant shall not be permitted to sell, assign, transfer,
pledge or otherwise encumber shares of Restricted Stock.

         (iii)     Except as provided in Section 7(c)(i) through
7(c)(iii), the Restricted Stock Agreement, or as otherwise
determined by the Committee, the participant shall have, with
respect to the shares of Restricted Stock, all of the rights of a
stockholder of the Company holding the class or series of Common
Stock that is the subject of the Restricted Stock, including, if
applicable, the right to vote the shares and the right to receive
any cash dividends.  If so determined by the Committee in the
applicable Restricted Stock Agreement and subject to Section
14(e) of the Plan, (A) cash dividends on the class or series of
Common Stock that is the subject of the Restricted Stock Award
shall be automatically deferred and reinvested in additional
Restricted Stock, held subject to the vesting of the underlying
Restricted Stock, or held subject to meeting Performance Goals
applicable only to dividends, and (B) dividends payable in Common
Stock shall be paid in the form of Restricted Stock of the same
class as the Common Stock with which such dividend was paid, held
subject to the vesting of the underlying Restricted Stock, or
held subject to meeting Performance Goals applicable only to
dividends.

         (iv) Except to the extent otherwise provided in the
applicable Restricted Stock Agreement or Section 7(c)(i),
7(c)(ii) or 11(a)(ii), upon a participant's Termination of
Employment for any reason during the Restriction Period or before
the applicable Performance Goals are satisfied, all shares still
subject to restriction shall be forfeited by the participant;
provided, however, that the Committee shall have the discretion
to waive, in whole or in part, any or all remaining restrictions
(other than the restriction period minimums set forth in Sections
7(a) and 7(c)(i) with respect to any or all of such participant's
shares of Restricted Stock.

         (v)  If and when any applicable Performance Goals are
satisfied and the Restriction Period expires without a prior
forfeiture of the Restricted Stock, unlegended certificates for
such shares shall be delivered to the participant upon surrender
of the legended certificates.

         (vi) Each Award shall be confirmed by, and be subject
to, the terms of a Restricted Stock Agreement.








                               14



<PAGE>

                            SECTION 8

                        PERFORMANCE UNITS

    a.   Administration. Performance Units may be awarded either
alone or in addition to other Awards granted under the Plan.  The
Committee shall determine the Eligible Individuals to whom and
the time or times at which Performance Units shall be awarded,
the number of Performance Units to be awarded to any Eligible
Individual, the duration of the Award Cycle and any other terms
and conditions of the Award, in addition to those contained in
Section 8(b).

    b.   Terms and Conditions. Performance Units Awards shall be
subject to the following terms and conditions:

         (i)  The Committee may condition the settlement of
Performance Units Awards upon the attainment of Performance
Goals.  The Committee may also condition the settlement thereof
upon the continued service of the participant.  The provisions of
such Awards (including without limitation any applicable
Performance Goals) need not be the same with respect to each
recipient.  Subject to the provisions of the Plan and the
Performance Units Agreement referred to in Section 8(b)(v),
Performance Units may not be sold, assigned, transferred, pledged
or otherwise encumbered during the Award Cycle.  Subject to
Section 11(a)(iii), no Performance Units may be earned prior to
three years from the date of grant (or one year from the date of
grant if the settlement thereof is conditioned upon the
attainment of Performance Goals).  Notwithstanding the previous
sentence, the Committee shall have the discretion to permit
Performance Units to be earned and payable in full (or such other
portions as the Committee may determine) in the event the
participant's employment is terminated by reason of Disability or
death, or upon other types of Termination of Employment that the
Committee may specify.

         (ii) Except to the extent otherwise provided in the
applicable Performance Units Agreement or Section 8(b)(i) or
(iii) or 11(a)(iii), upon a participant's Termination of
Employment for any reason during the Award Cycle or before any
applicable Performance Goals are satisfied, all rights to receive
cash or stock in settlement of the Performance Units shall be
forfeited by the participant; provided, however, that the
Committee shall have the discretion to waive, in whole or in
part, any or all remaining payment limitations (other than the
restriction period minimums set forth in Section 8(b)(i)) with
respect to any or all of such participant's Performance Units.

         (iii)     A participant may elect to further defer
receipt of cash or shares in settlement of Performance Units for



                               15



<PAGE>

a specified period or until a specified event, subject in each
case to the Committee's approval and to such terms as are
determined by the Committee.  Subject to any exceptions adopted
by the Committee, such election must generally be made prior to
commencement of the final 12-month period of the Award Cycle for
the Performance Units in question.

         (iv) At the expiration of the Award Cycle, the Committee
shall evaluate the Company's performance in light of any
Performance Goals for such Award, and shall determine the number
of Performance Units granted to the participant which have been
earned, and the Committee shall then cause to be delivered (A) a
number of shares of Common Stock equal to the number of
Performance Units determined by the Committee to have been
earned, or (B) cash equal to the Fair Market Value of such number
of shares of Common Stock to the participant, as the Committee
shall elect (subject to any deferral pursuant to Section
8(b)(iii)).

         (v)  Each Award shall be confirmed by, and be subject
to, the terms of a Performance Units Agreement.

                            SECTION 9

                       TAX OFFSET BONUSES

    At the time an Award is made hereunder or at any time
thereafter, the Committee may grant to the participant receiving
such Award the right to receive a cash payment in an amount
specified by the Committee, to be paid at such time or times (if
ever) as the Award results in compensation income to the
participant, for the purpose of assisting the participant to pay
the resulting taxes, all as determined by the Committee and on
such other terms and conditions as the Committee shall determine.

                           SECTION 10

                    OTHER STOCK-BASED AWARDS

    Other Awards of Common Stock and other Awards that are valued
in whole or in part by reference to, or are otherwise based upon,
Common Stock, including (without limitation) dividend
equivalents, convertible debentures, and restricted stock units
(i.e., rights to receive shares at a specified future date,
subject to such vesting, forfeiture, deferral of delivery, and
other terms and conditions as the Committee may specify) may be
granted either alone or in conjunction with other Awards granted
under the Plan.






                               16



<PAGE>

                           SECTION 11

                  CHANGE IN CONTROL PROVISIONS

    a.   Impact of Event.  Notwithstanding any other provision of
the Plan to the contrary, in the event of a Change in Control:

         (i)  Any Stock Options and Stock Appreciation Rights
outstanding as of the date such Change in Control is determined
to have occurred, and which are not then exercisable and vested,
shall become fully exercisable and vested to the full extent of
the original grant.

         (ii) The restrictions and deferral limitations
applicable to any Restricted Stock outstanding as of the date of
such Change in Control shall lapse, and such Restricted Stock
shall become free of all restrictions and become fully vested and
transferable to the full extent of the original grant.

         (iii)     All Performance Units outstanding as of the
date of such Change in Control shall be considered to be earned
and payable in full based upon maximum performance, and any
deferral or other restriction shall lapse and such Performance
Units shall be settled in cash (or shares of Common Stock at the
Committee's election) as promptly as is practicable.

         (iv) The Committee may also make additional adjustments
and/or settlements of outstanding Awards as it deems appropriate
and consistent with the Plan's purposes.

    b.   Definition of Change in Control.  For purposes of the
Plan, a "Change in Control" shall mean the happening of any of
the following events:

         (i)  The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20%
or more of either (A) the then outstanding shares of common stock
of the Company (the "Outstanding Company Common Stock") or (B)
the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this
subsection (i), the following acquisitions shall not constitute a
Change in Control: (1) any acquisition directly from the Company,
(2) any acquisition by the Company, (3) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the Company or
(4) any acquisition by any corporation pursuant to a transaction




                               17



<PAGE>

which complies with clauses (A), (B) and (C) of subsection (iii)
of this Section 11(b); or

         (ii) Individuals who, as of the effective date of the
Plan, constitute the Board (the "Incumbent Board") cease for any
reason not to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the effective date of the Plan whose election, or
nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or

         (iii)     Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a "Business
Combination"), in each case, unless, following such Business
Combination, (A) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which
as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (B) no
Person (excluding any employee benefit plan (or related trust) of
the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or
more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination
or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (C) at
least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members
of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for
such Business Combination; or



                               18



<PAGE>

         (iv) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.

     c.  Change in Control Price.  For purposes of the Plan,
"Change in Control Price" means the higher of (i) the highest
reported sales price, regular way, of a share of Common Stock in
any transaction reported on the New York Stock Exchange Composite
Tape or other national exchange on which such shares are listed
or on Nadsaq during the 60-day period prior to and including the
date of a Change in Control or (ii) if the Change in Control is
the result of a tender or exchange offer or a Corporate
Transaction, the highest price per share of Common Stock paid in
such tender or exchange offer or Corporate Transaction.  To the
extent that the consideration paid in any such transaction
described above consists all or in part of securities or other
non-cash consideration, the value of such securities or other
non-cash consideration shall be determined in the sole discretion
of the Board.

                           SECTION 12

                 TERM, AMENDMENT AND TERMINATION

    Unless earlier terminated by action of the Board, the Plan
will terminate at such time as no shares of Common Stock remain
available for delivery in connection with Awards and the Company
has fulfilled all of its obligations with respect to Awards
granted under the Plan.

    The Board may amend, alter, or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which
would impair the rights of an optionee under a Stock Option or a
recipient of a Stock Appreciation Right, Restricted Stock Award,
Performance Unit Award or other stock-based Award theretofore
granted without the optionee's or recipient's consent, except
such an amendment made to comply with applicable law, stock
exchange rules or accounting rules.  Subject to the repricing
restrictions in Section 2(e)(i) and the restriction period
minimums described in Sections 7(a), 7(c)(i) and 8(b)(i), the
Committee may amend the terms of any Stock Option or other Award
theretofore granted, prospectively or retroactively, but no such
amendment shall impair the rights of any holder without the
holder's consent except such an amendment made to cause the Plan
or Award to comply with applicable law, stock exchange rules or
accounting rules.  Subject to the above provisions, the Board
shall have authority to amend the Plan to take into account
changes in law and tax and accounting rules as well as other
developments, and to grant Awards which qualify for beneficial
treatment under such rules without stockholder approval.





                               19



<PAGE>

                           SECTION 13

                     UNFUNDED STATUS OF PLAN

    It is presently intended that the Plan constitute an
"unfunded" plan for incentive and deferred compensation.  The
Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to
deliver Common Stock or make payments; provided, however, that
unless the Committee otherwise determines, the existence of such
trusts or other arrangements is consistent with the "unfunded"
status of the Plan.

                           SECTION 14

                       GENERAL PROVISIONS

    a.   The Committee may require each person purchasing or
receiving shares pursuant to an Award to represent to and agree
with the Company in writing that such person is acquiring the
shares without a view to the distribution thereof.  The
certificates for such shares may include any legend that the
Committee deems appropriate to reflect any restrictions on
transfer.

    Notwithstanding any other provision of the Plan or agreements
made pursuant thereto, the Company shall not be required to issue
or deliver any certificate or certificates for shares of Common
Stock under the Plan prior to fulfillment of all of the following
conditions:

         (1)  Listing or approval for listing upon notice of
issuance, of such shares on the New York Stock Exchange, Inc., or
such other securities exchange as may at the time be the
principal market for the Common Stock;

         (2)  Any registration or other qualification of such
shares of the Company under any state or federal law or
regulation, or the maintaining in effect of any such registration
or other qualification which the Committee shall, in its absolute
discretion upon the advice of counsel, deem necessary or
advisable; and

         (3)  Obtaining any other consent, approval, or permit
from any state or federal governmental agency, which the
Committee shall, in its absolute discretion after receiving the
advice of counsel, determine to be necessary or advisable.

    b.   Nothing contained in the Plan shall prevent the Company
or any Subsidiary or Affiliate from adopting other or additional
compensation arrangements for its employees.



                               20



<PAGE>

    c.   The Plan shall not constitute a contract of employment,
and adoption of the Plan shall not confer upon any employee any
right to continued employment, nor shall it interfere in any way
with the right of the Company or any Subsidiary or Affiliate to
terminate the employment of any employee at any time.

    d.   No later than the date as of which an amount first
becomes includible in the gross income of the participant for
federal income tax purposes with respect to any Award under the
Plan, the participant shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment
of, any federal, state, local or foreign taxes of any kind
required by law to be withheld with respect to such amount.
Unless otherwise determined by the Company, withholding
obligations may be settled with Common Stock, including Common
Stock that is part of the Award that gives rise to the
withholding requirement.  The obligations of the Company under
the Plan shall be conditional on such payment or arrangements,
and the Company and its Subsidiaries and Affiliates shall, to the
extent permitted by law, have the right to deduct any such taxes
from any payment otherwise due to the participant.  The Committee
may establish such procedures as it deems appropriate, including
making irrevocable elections, for the settlement of withholding
obligations with Common Stock.

    e.   Reinvestment of dividends in additional Restricted Stock
at the time of any dividend payment shall only be permissible if
sufficient shares of Common Stock are available under Section 3
for such reinvestment (taking into account then outstanding Stock
Options and other Awards).

    f.   The Committee shall establish such procedures as it
deems appropriate for a participant to designate a beneficiary to
whom any amounts payable in the event of the participant's death
are to be paid or by whom any rights of the participant, after
the participant's death, may be exercised.

    g.   In the case of a grant of an Award to any employee of a
Subsidiary of the Company, the Company may, if the Committee so
directs, issue or transfer the shares of Common Stock, if any,
covered by the Award to the Subsidiary, for such lawful
consideration as the Committee may specify, upon the condition or
understanding that the Subsidiary will transfer the shares of
Common Stock to the employee in accordance with the terms of the
Award specified by the Committee pursuant to the provisions of
the Plan.  All shares of Common Stock underlying Awards that are
forfeited or canceled should revert to the Company.

    h.   The Plan and all Awards made and actions taken
thereunder shall be governed by and construed in accordance with




                               21



<PAGE>

the laws of the State of Delaware, without reference to
principles of conflict of laws.

    i.   Except as otherwise provided in Section 5(e), 6(b)(iii),
or 14(f) or by the Committee, Awards under the Plan are not
transferable except by will or by the laws of descent and
distribution.

    j.   In the event an Award is granted to an Eligible
Individual who is employed or providing services outside the
United States and who is not compensated from a payroll
maintained in the United States, the Committee may, in its sole
discretion, modify the provisions of the Plan as they pertain to
such individual to comply with applicable foreign law or custom,
including in order to provide benefits under the Award comparable
to those accruing to a participant providing services in the
United States.

    k.   Notwithstanding any other Plan provision, (A) the
Committee's authority under the Plan is limited to the extent
necessary to ensure that any Option or other Award of a type that
the Committee has intended to be subject to fixed accounting with
a measurement date at the date of grant or the date performance
conditions are satisfied under APB 25 shall not become subject to
"variable" accounting or to measurement of accounting expense at
some later date solely due to the existence of such authority,
unless the Committee specifically determines that the authority
shall remain in force and the Award shall be subject to such
"variable" accounting, and (B), if any right granted under the
Plan, including pursuant to Section 5(j), would make a Change in
Control transaction ineligible for pooling-of-interests
accounting under APB No. 16 that but for such rights would
otherwise be eligible for such accounting treatment, the
Committee shall have the ability to substitute for the cash
payable pursuant to such right Common Stock with a Fair Market
Value (as of the date of such election) equal to the cash that
would otherwise be payable hereunder or, if necessary to preserve
such accounting treatment, otherwise modify or eliminate such
right.

                           SECTION 15

                     EFFECTIVE DATE OF PLAN

    The Plan shall be effective as of the date it is adopted by
the Board.







                               22
01599003.AA1



<PAGE>

          [GreenPoint Financial Corp. Letterhead]


                                  April 11, 2001



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


         GreenPoint Financial Corp.
         2001 Stock Plan
         Registration Statement on Form S-8


Ladies and Gentlemen:

         I am Executive Vice President, General Counsel and
Secretary of GreenPoint Financial Corp. (the "Corporation"),
and I am rendering this opinion in connection with the
registration under the Securities Act of 1933, as amended,
of shares (the "Shares") of Common Stock, par value $.01 per
share, of the Corporation issuable pursuant to the
GreenPoint Financial Corp. 2001 Stock Plan (the "Plan").

         For purposes of this opinion, I, or attorneys under
my supervision, have participated in the preparation of this
Registration Statement on Form S-8 covering the above
referenced Shares (the "Registration Statement") and have
examined applicable statutes, rules and regulations,
originals or copies, as amended to the date hereof, of the
Plan, the Certificate of Incorporation of the Corporation,
the Bylaws of the Corporation, and such other corporate
documents and records of the Corporation as I have deemed
relevant and necessary as a basis for this opinion.  For
purposes of this opinion, I have also assumed the
genuineness of all signatures on all documents and
completeness, and the conformity to original documents, of
all copies submitted to me, and that all representations of
fact (other than those opined on below) expressed in or
implied by such documents are accurate.

         On the basis of the foregoing, I am of the opinion
that the Shares when issued pursuant to the terms of the
Plan will be legally issued, fully paid and nonassessable.









<PAGE>

         I hereby consent to the filing of this opinion as
an exhibit to the Registration Statement on Form S-8
relating to the Plan, and to the use of my name under the
heading "Interests of Named Experts and Counsel" in such
Registration Statement.

                                  Very truly yours,

                                  /s/ Howard C Bluver
                                  _________________________
                                      Howard C. Bluver
                                  Executive Vice President
                                      and General Counsel











































<PAGE>

            CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 (registering common stock
to be used under the GreenPoint Financial Corp. 2001 Stock
Plan) of our report dated January 18, 2001 relating to the
financial statements, which appears in the 2000 Annual
Report to Stockholders of GreenPoint Financial Corp., which
is incorporated by reference in GreenPoint Financial Corp.'s
Annual Report on Form 10-K for the year ended December 31,
2000.



                             /S/ PricewaterhouseCoopers LLP





New York, New York
April 11, 2001





























01599003.AA1
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 87408}]
{"company-data": {"conformed-name": "GREENPOINT FINANCIAL CORP", "cik": "0000911935", "assigned-sic": "6162", "irs-number": "061379001", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58688", "film-number": "1600420"}, "business-address": {"street1": "10089 WILLOW CREEK RD", "city": "SAN DIEGO", "state": "CA", "zip": "92131", "phone": "2128341000"}, "mail-address": {"street1": "90 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10016"}, "former-company": {"former-conformed-name": "GP FINANCIAL CORP", "date-changed": "19930913"}}
As filed with the Securities and Exchange Commission
                       on April 11, 2001.

                                    Registration No. 333-
______________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                     ______________________

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                      _____________________

                   GREENPOINT FINANCIAL CORP.
     (Exact Name of Registrant as Specified in Its Charter)

         Delaware                      06-1379001
(State or Other Jurisdiction of        (I.R.S. Employer
Incorporation or Organization)         Identification No.)

                         90 Park Avenue
                    New York, New York 10016
            (Address of Principal Executive Offices)

                 GreenPoint Financial Corp. 2001
                           Stock Plan
                    (Full Title of the Plan)
                       __________________

                     Howard C. Bluver, Esq.
     Executive Vice President, General Counsel and Secretary
                   GreenPoint Financial Corp.
                         90 Park Avenue
                    New York, New York 10016
                         (212) 834-1000
(Name, Address and Telephone Number, Including Area Code, of
Agent for Service)

                            Copy to:
                      Bruce D. Senzel, Esq.
                     One Battery Park Plaza
                       Seward & Kissel LLP
                    New York, New York 10004
                         (212) 574-1200
CALCULATION OF REGISTRATION FEE
______________________________________________________________
Proposed Maximum    Proposed Maximum
Title of Securities         Amount to      Offering Price         Aggregate          Amount of
 to be Registered       be Registered(1)    Per Share(2)      Offering Price(2)  Registration Fee
Common Stock, par
value $.01 per share     2,000,000 shares     $31.07            $62,140,000          $15,535

1.   Plus such indeterminate number of shares as may be issued to
     prevent dilution resulting from stock splits, stock
     dividends or similar transactions in accordance with
     Rules 416(a) and (b) under the Securities Act of 1933, as
     amended (the "Securities Act").

2.   Pursuant to Rule 457(h) under the Securities Act, the
     proposed maximum offering price per share and proposed
     maximum aggregate offering price are estimated on the basis
     of the average of the high and low sales prices of the
     Registrant's shares as reported for New York Stock Exchange
     composite transactions on April 5, 2001.

______________________________________________________________
EXPLANATORY NOTE

              This Registration Statement relates to the adoption
of the GreenPoint Financial Corp. 2001 Stock Plan authorizing
2,000,000 shares of common stock to be issued thereunder.

_________________________________________________________________

PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS*

Item 1.  Plan Information

Item 2.  Registrant Information and Employee Plan Annual
         Information.

_________________________________________________________________

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.

         The following documents filed by GreenPoint Financial
Corp. (the "Corporation" or the "Registrant") with the Securities
and Exchange Commission (the "Commission") are hereby
incorporated by reference herein:

         (a)  (i) The Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000 dated March 23, 2001;
and (ii) the Corporation's Annual Report to Shareholders for the
fiscal year ended December 31, 2000;

         (b)  The "Description of Registrant's Securities to be
Registered" contained in the Corporation's Registration Statement
on Form 8-A dated September 27, 1993 filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

         In addition, all documents subsequently filed by the
Corporation pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being
hereinafter referred to as an "Incorporated Document").

____________________

*   This information is not required to be included in, and is
    not incorporated by reference in, this Registration
    Statement.

                                2
Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Howard C. Bluver, who is giving an opinion regarding the
validity of the securities being registered hereby, is Executive
Vice President, General Counsel and Secretary of the Corporation.
As of the date of this Registration Statement, the fair market
value of securities of the Registrant, including options,
beneficially owned by Mr. Bluver exceeds $50,000 and,
accordingly, such interest is deemed to represent a substantial
interest in the Registrant.

Item 6.  Indemnification of Directors and Officers.

         The Certificate of Incorporation of the Corporation (the
"Certificate") includes provisions for the indemnification of
directors and officers.  Sections A, B, D and E of Article TENTH
of the Certificate provide as follows:

    A.   Each person who was or is made a party or is threatened
         to be made a party to or is otherwise involved in any
         action, suit or proceeding, whether civil, criminal,
         administrative or investigative (hereinafter a
         "proceeding"), by reason of the fact that he or she is
         or was a Director or an Officer of the Corporation or is
         or was serving at the request of the Corporation as a
         Director, Officer, employee or agent of another
         corporation or of a partnership, joint venture, trust or
         other enterprise, including service with respect to an
         employee benefit plan (hereinafter an "indemnitee"),
         whether the basis of such proceeding is alleged action
         in an official capacity as a Director, Officer, employee
         or agent or in any other capacity while serving as a
         Director, Officer, employee or agent, shall be
         indemnified and held harmless by the Corporation to the
         fullest extent authorized by the Delaware General
         Corporation Law, as the same exists or may hereafter be
         amended (but, in the case of any such amendment, only to
         the extent that such amendment permits the Corporation

                                3
to provide broader indemnification rights than such law
         permitted the Corporation to provide prior to such
         amendment), against all expense, liability and loss
         (including attorneys' fees, judgments, fines, ERISA
         excise taxes or penalties and amounts paid in
         settlement) reasonably incurred or suffered by such
         indemnitee in connection therewith; provided, however,
         that, except as provided in Section C hereof with
         respect to proceedings to enforce rights to
         indemnification, the Corporation shall indemnify any
         such indemnitee in connection with a proceeding (or part
         thereof) initiated by such indemnitee only if such
         proceeding (or part thereof) was authorized by the Board
         of Directors of the Corporation.

    B.   The right to indemnification conferred in Section A of
         this Article TENTH shall include the right to be paid by
         the Corporation the expenses incurred in defending any
         such proceeding in advance of its final disposition
         (hereinafter an "advancement of expenses"); provided,
         however, that, if the Delaware General Corporation Law
         requires, an advancement of expenses incurred by an
         indemnitee in his or her capacity as a Director or
         Officer (and not in any other capacity in which service
         was or is rendered by such indemnitee, including,
         without limitation, services to an employee benefit
         plan) shall be made only upon delivery to the
         Corporation of an undertaking (hereinafter an
         "undertaking"), by or on behalf of such indemnitee, to
         repay all amounts so advanced if it shall ultimately be
         determined by final judicial decision from which there
         is no further right to appeal (hereinafter a "final
         adjudication") that such indemnitee is not entitled to
         be indemnified for such expenses under this Section or
         otherwise.  The rights to indemnification and to the
         advancement of expenses conferred in Sections A and B of
         this Article TENTH shall be contract rights and such
         rights shall continue as to an indemnitee who has ceased
         to be a Director, Officer, employee or agent and shall
         inure to the benefit of the indemnitee's heirs,
         executors and administrators.

    D.   The rights to indemnification and to the advancement of
         expense conferred in this Article TENTH shall not be
         exclusive of any other right which any person may have
         or hereafter acquire under any statute, the
         Corporation's Certificate of Incorporation, Bylaws,
         agreement, vote of stockholders or Disinterested
         Directors or otherwise.

                                4
E.   The Corporation may maintain insurance, at its expense,
         to protect itself and any Director, Officer, employee or
         agent of the Corporation or Subsidiary or Affiliate or
         another corporation, partnership, joint venture, trust
         or other enterprise against any expense, liability or
         loss, whether or not the Corporation would have the
         power to indemnify such person against such expense,
         liability or loss under the Delaware General Corporation
         Law.

         Sections 145(a) to (g) of the Delaware General
Corporation Law provide as follows:

    (a)  A corporation shall have power to indemnify any person
         who was or is a party or is threatened to be made a
         party to any threatened, pending or completed action,
         suit or proceeding, whether civil, criminal,
         administrative or investigative (other than an action by
         or in the right of the corporation) by reason of the
         fact that the person is or was a director, officer,
         employee or agent of the corporation, or is or was
         serving at the request of the corporation as a director,
         officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise,
         against expenses (including attorneys' fees), judgments,
         fines and amounts paid in settlement actually and
         reasonably incurred by the person in connection with
         such action, suit or proceeding if the person acted in
         good faith and in a manner he reasonably believed to be
         in or not opposed to the best interests of the
         corporation, and, with respect to any criminal action or
         proceeding, had no reasonable cause to believe the
         person's conduct was unlawful.  The termination of any
         action, suit or proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself,
         create a presumption that the person did not act in good
         faith and in a manner which the person reasonably
         believed to be in or not opposed to the best interests
         of the corporation, and, with respect to any criminal
         action or proceeding, had reasonable cause to believe
         that the person's conduct was unlawful.

    (b)  A corporation shall have the power indemnify any person
         who was or is a party or is threatened to be made a
         party to any threatened, pending or completed action or
         suit by or in the right of the corporation to procure a
         judgment in its favor by reason of the fact that the
         person is or was a director, officer, employee or agent
         of the corporation, or is or was serving at the request
         of the corporation as a director, officer, employee or

                                5
agent of another corporation, partnership, joint
         venture, trust or other enterprise against expenses
         (including attorneys' fees) actually and reasonably
         incurred by the person in connection with the defense or
         settlement of such action or suit if the person acted in
         good faith and in a manner the person reasonably
         believed to be in or not opposed to the best interest of
         the corporation and except that no indemnification shall
         be made in respect of any claim, issue or matter as to
         which such person shall have been adjudged to be liable
         to the corporation unless and only to the extent that
         the Court of Chancery or the court in which such action
         or suit was brought shall determine upon application
         that, despite the adjudication of liability but in view
         of all the circumstances of the case, such person is
         fairly and reasonably entitled to indemnity for such
         expenses which the Court of Chancery or such other court
         shall deem proper.

    (c)  To the extent that a present or former director or
         officer of a corporation has been successful on the
         merits or otherwise in defense of any action, suit or
         proceeding referred to in subsections (a) and (b) of
         this section, or in defense of any claim, issue or
         matter therein, such person shall be indemnified against
         expenses (including attorneys' fees) actually and
         reasonably incurred by such person in connection
         therewith.

    (d)  Any indemnification under subsections (a) and (b) of
         this section (unless ordered by a court) shall be made
         by the corporation only as authorized in the specific
         case upon a determination that indemnification of the
         present or former director, officer, employee or agent
         is proper in the circumstances because the person has
         met the applicable standard of conduct set forth in
         subsections (a) and (b) of this section. Such
         determination shall be made with respect to a person who
         is a director or officer at the time of such
         determination, (1) by a majority vote of the directors
         who are not parties to such action, suit or proceeding,
         even though less than a quorum, or (2) by a committee of
         such directors designated by majority vote of such
         directors, even though less than a quorum, or (3) if
         there are no such directors, or if such directors so
         direct, by independent legal counsel in a written
         opinion, or (4) by the stockholders.

    (e)  Expenses (including attorneys' fees) incurred by an
         officer or director in defending any civil, criminal,
         administrative or investigative action, suit or

                                6
proceeding may be paid by the corporation in advance of
         the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of such
         director or officer to repay such amount if it shall
         ultimately be determined that such person is not
         entitled to be indemnified by the corporation as
         authorized in this section.  Such expenses (including
         attorneys' fees) incurred by former directors and
         officers or other employees and agents may be so paid
         upon such terms and conditions, if any, as the
         corporation deems appropriate.

    (f)  The indemnification and advancement of expenses provided
         by, or granted pursuant to, the other subsections of
         this section shall not be deemed exclusive of any other
         rights to which those seeking indemnification or
         advancement of expenses may be entitled under any bylaw,
         agreement, vote of stockholders or disinterested
         directors or otherwise, both as to action in such
         person's official capacity and as to action in another
         capacity while holding such office.

    (g)  A corporation shall have power to purchase and maintain
         insurance on behalf of any person who is or was a
         director, officer, employee or agent of the corporation,
         or is or was serving at the request of the corporation
         as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other
         enterprise against any liability asserted against such
         person and incurred by such person in any such capacity,
         or arising out of such person's status as such, whether
         or not the corporation would have the power to indemnify
         such person against such liability under this section.

         The Registrant maintains an insurance policy insuring
the directors and officers of the Corporation against certain
acts and omissions while acting in their official capacities.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit Number     Description

      4            GreenPoint Financial Corp. 2001 Stock Plan

      5            Opinion of Howard C. Bluver, Esq., Executive
                   Vice President, General Counsel and Secretary
                   of the Registrant

                                7
23.1           Consent of Howard C. Bluver, Esq., Executive
                   Vice President, General Counsel and Secretary
                   of the Registrant (included in Exhibit 5)

    23.2           Consent of PricewaterhouseCoopers LLP

     24            Powers of Attorney (included in the signature
                   page to this Registration Statement)

Item 9.  Undertakings.

    (a)  The undersigned Registrant hereby undertakes:

    (1)  To file, during any period in which offers or sales are
         being made, a post-effective amendment to this
         Registration Statement:

         (i)  To include any prospectus required by section
              10(a)(3) of the Securities Act;

        (ii)  To reflect in the prospectus any facts or events
              arising after the effective date of the
              Registration Statement (or the most recent post-
              effective amendment thereof) which, individually or
              in the aggregate, represent a fundamental change in
              the information set forth in the Registration
              Statement;

       (iii)  To include any material information with respect to
              the plan of distribution not previously disclosed
              in this Registration Statement or any material
              change to such information in the Registration
              Statement;

         provided, however, that paragraphs (a)(1)(i) and
         (a)(1)(ii) do not apply if the information required to
         be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed by the
         Registrant pursuant to Section 13 or Section 15(d) of
         the Exchange Act that are incorporated by reference in
         this Registration Statement.

    (2)  That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment
         shall be deemed to be a new registration statement
         relating to the securities offered therein, and the
         offering of such securities at that time shall be deemed
         to be the initial bona fide offering thereof.

    (3)  To remove from registration by means of a post-
         effective amendment any of the securities being

                                8
registered which remain unsold at the termination of the
         offering.

    (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of any employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

    (c)  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                9
SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in New York, New York, on the 11th day
of April, 2001.

                             GREENPOINT FINANCIAL CORP.

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

         Each person whose individual signature appears below
hereby makes, constitutes and appoints Thomas S. Johnson to sign
for such person and in such person's name and capacity indicated
below, this and any subsequent registration statement, including
each pre-effective or post-effective amendment hereto or thereto,
relating to the GreenPoint Financial Corp. 2001 Stock Plan, and
shares of common stock thereunder.

         Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated:

        Name                 Title                     Date

/s/ Thomas S. Johnson        Chairman of the      March 13, 2001
______________________       Board and Chief
Thomas S. Johnson            Executive Officer

/s/ Bharat B. Bhatt          Member of the        March 13, 2001
______________________       Board, President
Bharat B. Bhatt              and Chief Operating
                             Officer

/s/ Peter T. Paul            Member of the Board  March 13, 2001
______________________       and Vice Chairman
Peter T. Paul

                               10
/s/ Jeffrey R. Leeds         Executive Vice       March 13, 2001
______________________       President and
Jeffrey R. Leeds             Chief Financial
                             Officer

/s/ Joseph D. Perillo        Senior Vice          March 13, 2001
______________________       President and
Joseph D. Perillo            Controller

/s/ Robert M. McLane         Director             March 13, 2001
______________________
Robert M. McLane

/s/ Dan F. Huebner           Director             March 13, 2001
______________________
Dan F. Huebner

/s/ Robert P. Quinn          Director             March 13, 2001
______________________
Robert P. Quinn

/s/ Robert F. Vizza          Director             March 13, 2001
______________________
Robert F. Vizza

/s/ William M. Jackson       Director             March 13, 2001
______________________
William M. Jackson

/s/ Charles B. McQuade       Director             March 13, 2001
______________________
Charles B. McQuade

/s/ Alvin N. Puryear         Director             March 13, 2001
______________________
Alvin N. Puryear

/s/ Edward C. Schmults       Director             March 13, 2001
______________________
Edward C. Schmults

                               11
Index to Exhibits

Exhibit Number

      4            GreenPoint Financial Corp. 2001
                   Stock Plan

      5            Opinion of Howard C. Bluver, Esq.,
                   Executive Vice President, General
                   Counsel and Secretary of the
                   Registrant

    23.1           Consent of Howard C. Bluver, Esq.,
                   Executive Vice President, General
                   Counsel and Secretary of the
                   Registrant (included in Exhibit 5)

    23.2           Consent of PricewaterhouseCoopers
                   LLP

     24            Powers of Attorney (included in the
                   signature page to this Registration
                   Statement)

                               12
01599003.AA1
GREENPOINT FINANCIAL CORP.

                         2001 Stock Plan

_________________________________________________________________

                            Section 1

                      Purpose:  Definitions

    The purpose of the Plan is to give the Company a competitive
advantage in attracting, retaining and motivating officers,
employees and/or consultants and to provide the Company and its
Subsidiaries and Affiliates with a stock plan providing
incentives directly linked to the profitability of the Company's
businesses and increases in the Company's shareholder value.

    For purposes of the Plan, the following terms are defined as
set forth below:

    a.   "Affiliate" means a corporation or other entity
controlled by, controlling or under common control with the
Company and designated by the Committee from time to time as
such.

    b.   "Award" means a Stock Appreciation Right, Stock Option,
Restricted Stock, Performance Unit, or other stock-based award.

    c.   "Award Cycle" shall mean a period of one or more
consecutive fiscal years or portions thereof designated by the
Committee over which Performance Units are to be earned.

    d.   "Board" means the Board of Directors of the Company.

    e.   "Cause" means, unless otherwise provided by the
Committee, (1) "Cause" as defined in any Individual Agreement to
which the participant is a party, or (2) if there is no such
Individual Agreement or if it does not define Cause: an
intentional failure to perform stated duties, willful misconduct,
breach of a fiduciary duty involving personal profit, or acts or
omissions of personal dishonesty, any of which results in
material loss to the Company or any of its Subsidiaries or
Affiliates or, any willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or
final cease-and-desist order which results in material loss to
the Company or any of its Subsidiaries or Affiliates. The
Committee shall, unless otherwise provided in an Individual
Agreement with the participant, have the sole discretion to
determine whether "Cause" exists, and its determination shall be
final.

                                1
f.   "Change in Control" and "Change in Control Price" have
the meanings set forth in Sections 11(b) and (c), respectively.

    g.   "Code" means the Internal Revenue Code of 1986, as
amended from time to time, and any successor thereto.

    h.   "Commission" means the Securities and Exchange
Commission or any successor agency.

    i.   "Committee" means the Committee referred to in Section
2.

    j.   "Common Stock" means common stock, par value $.01 per
share, of the Company (or as may be converted pursuant to Section
3 hereof).

    k.   "Company" means GreenPoint Financial Corp., a bank
holding company registered under federal law and incorporated in
Delaware.

    l.   "Disability" means, unless otherwise provided by the
Committee, disability as defined in the Company's retirement
plan, or if not so defined, shall mean the permanent and total
inability of a participant by reason of mental or physical
infirmity, or both, to perform the work customarily assigned to
him or her. In order to qualify as a Disability, a medical doctor
selected or approved by the Board, and knowledgeable in the field
of such infirmity, must advise the Committee either that it is
not possible to determine when such Disability will terminate or
that it appears probable that such Disability will be permanent
during the remainder of said participant's lifetime.

    m.   "Eligible Individuals" mean employees and consultants of
the Company or any of its Subsidiaries or Affiliates, and
prospective employees and consultants who have accepted offers of
employment or consultancy from the Company or its Subsidiaries or
Affiliates, who are or will be responsible for or contribute to
the management, growth or profitability of the business of the
Company, or its Subsidiaries or Affiliates; provided, however,
that any person who is designated by the Board as an officer for
purposes of Section 16 of the Exchange Act shall not be an
Eligible Individual for purposes of the Plan.

    n.   "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, and any successor thereto.

    o.   "Fair Market Value" means, as of any given date, the
closing price on such date or, if there are no reported sales on
such date, on the last day prior to such date on which there were
sales of the Common Stock on the New York Stock Exchange or, if
not listed on such exchange, on any other national securities

                                2
exchange on which the Common Stock is listed or on Nasdaq.  If
there is no regular public trading market for such Common Stock,
the Fair Market Value of the Common Stock shall be determined by
the Committee in good faith.

    p.   "Individual Agreement" means an employment, consulting
or similar agreement between a participant and the Company or one
of its Subsidiaries or Affiliates.

    q.   "Performance Goals" means the performance goals
established by the Committee in connection with the grant of
Restricted Stock or Performance Units. Performance Goals may be
stated in the alternative or in combination.

    r.   "Performance Units" means an Award granted under Section
8.

    s.   "Plan" means the GreenPoint Financial Corp. 2001 Stock
Plan, as set forth herein and as hereinafter amended from time to
time.

    t.   "Restricted Stock" means an Award granted under Section
7.

    u.   "Retirement" means retirement from the employ of the
Company or its Subsidiaries or Affiliates at the normal or early
retirement date as set forth in any tax-qualified
retirement/pension plan of the Company.

    v.   "Stock Appreciation Right" means an Award granted under
Section 6.

    w.   "Stock Option" means an Award granted under Section 5.

    x.   "Subsidiary" means any corporation, partnership, joint
venture or other entity during any period in which at least a 50%
voting or profits interest is owned, directly or indirectly, by
the Company or any successor to the Company.

    y.   "Termination of Employment" means the termination of the
participant's employment with, performance of services for, the
Company and any of its Subsidiaries or Affiliates.  A participant
employed by, or performing services for, a Subsidiary or an
Affiliate shall also be deemed to incur a Termination of
Employment if the Subsidiary or Affiliate ceases to be such a
Subsidiary or an Affiliate, as the case may be, and the
participant does not immediately thereafter become an employee
of, or service-provider for, the Company or another Subsidiary or
Affiliate.  Temporary absences from employment because of
illness, vacation or leave of absence and transfers among the

                                3
Company and its Subsidiaries and Affiliates shall not be
considered Terminations of Employment.

    For purposes of the Plan, a participant's employment shall be
deemed to have terminated at the close of business on the day
preceding the first date on which he or she is no longer for any
reason whatsoever employed by the Company or any of its
Subsidiaries or Affiliates.

    In addition, certain other terms used herein have definitions
given to them in the first place in which they are used.

                            SECTION 2

                         ADMINISTRATION

    The Plan shall be administered by the Compensation Committee
or such other committee of the Board as the Board may from time
to time designate (the "Committee"), which shall be composed of
not less than two directors, and shall be appointed by and serve
at the pleasure of the Board.

    The Committee shall have plenary authority to grant Awards
pursuant to the terms of the Plan to Eligible Individuals.

    Among other things, the Committee shall have the authority,
subject to the terms of the Plan:

    a.   To select the Eligible Individuals to whom Awards may
from time to time be granted;

    b.   To determine whether and to what extent Stock Options,
Stock Appreciation Rights, Restricted Stock, Performance Units
and other stock-based awards or any combination thereof are to be
granted hereunder;

    c.   To determine the number of shares of Common Stock to be
covered by each Award granted hereunder;

    d.   To determine the terms and conditions of any Award
granted hereunder (including, but not limited to, the option
price (subject to Section 5(a)), any vesting condition,
restriction or limitation (which may be related to the
performance of the participant, the Company or any Subsidiary or
Affiliate) and any vesting acceleration or forfeiture waiver
regarding any Award and the shares of Common Stock relating
thereto, based on such factors as the Committee shall determine;

    e.   To modify, amend or adjust the terms and conditions of
any Award, at any time or from time to time, including but not

                                4
limited to Performance Goals; provided, however, that the
Committee may not, subject to the last paragraph of Section 3,
reduce the exercise price or cancel and regrant a Stock Option
theretofore granted;

    f.   To determine to what extent and under what circumstances
Common Stock and other amounts payable with respect to an Award
shall be deferred; and

    g.   To determine under what circumstances an Award may be
settled in cash or Common Stock under Sections 5(i), 6(b)(ii) and
8(b)(iv).

    The Committee shall have the authority to adopt, alter and
repeal such administrative rules, guidelines and practices
governing the Plan as it shall from time to time deem advisable,
to interpret the terms and provisions of the Plan and any Award
issued under the Plan (and any agreement relating thereto) and to
otherwise supervise the administration of the Plan.

    The Committee may act only by a majority of its members then
in office, except that the Committee may, except to the extent
prohibited by applicable law or the applicable rules of a stock
exchange, allocate all or any portion of its responsibilities and
powers to any one or more of its members and may delegate all or
any part of its responsibilities and powers to any person or
persons selected by it.   Any such allocation or delegation may
be revoked by the Committee at any time.

    Any determination made by the Committee or pursuant to
delegated authority pursuant to the provisions of the Plan with
respect to any Award shall be made in the sole discretion of the
Committee or such delegate at the time of the grant of the Award
or, unless in contravention of any express term of the Plan, at
any time thereafter.  All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the
Plan shall be final and binding on all persons, including the
Company and Plan participants.

    Any authority granted to the Committee may also be exercised
by the full Board.  To the extent that any action taken by the
Board conflicts with action taken by the Committee, the Board
action shall control.

                            SECTION 3

                  COMMON STOCK SUBJECT TO PLAN

    The maximum number of shares of Common Stock that may be
delivered to participants and their beneficiaries under the Plan

                                5
shall be 2,000,000.  Shares subject to an Award under the Plan
may be authorized and unissued shares or may be treasury shares.

    If any Award is forfeited, or if any Stock Option (and
related Stock Appreciation Right, if any) terminates, expires or
lapses without being exercised, or if any Stock Appreciation
Right is exercised for cash, shares of Common Stock subject to
such Awards shall again be available for distribution in
connection with Awards under the Plan.

    In the event of any change in corporate capitalization
(including, but not limited to, a change in the number of shares
of Common Stock outstanding), such as a stock split or a
corporate transaction, such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock
or property of the Company, any reorganization (whether or not
such reorganization comes within the definition of such term in
Section 368 of the Code) or any partial or complete liquidation
of the Company, the Committee or Board may make such substitution
or adjustments in the aggregate number and kind of shares
reserved for issuance under the Plan, in the number, kind and
option price of shares subject to outstanding Stock Options,
Stock Appreciation Rights and Restricted Stock, in the number and
kind of shares subject to other outstanding Awards granted under
the Plan and/or such other equitable substitution or adjustments
as it may determine to be appropriate in its sole discretion;
provided, however, that the number of shares subject to any Award
shall always be a whole number. Such adjusted option price shall
also be used to determine the amount payable by the Company upon
the exercise of any Stock Appreciation Right associated with any
Stock Option.

                            SECTION 4

                           ELIGIBILITY

    Awards may be granted under the Plan to Eligible Individuals.
No grant shall be made under this Plan to persons who are not
Eligible Individuals.

                            SECTION 5

                          STOCK OPTIONS

    Stock Options may be granted alone or in addition to other
Awards granted under the Plan.  All Stock Options granted under
the Plan shall be non-qualified stock options and not incentive
stock options as defined under Section 422 of the Code.  Any
Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

                                6
The Committee shall have the authority to grant any optionee
Stock Options (with or without Stock Appreciation Rights).

    Stock Options shall be evidenced by option agreements, the
terms and provisions of which may differ.  The grant of a Stock
Option shall occur on the date the Committee by resolution
selects an Eligible Individual to receive a grant of a Stock
Option, determines the number of shares of Common Stock to be
subject to such Stock Option to be granted to such Eligible
Individual and specifies the terms and provisions of the Stock
Option.  The Company shall notify an Eligible Individual of any
grant of a Stock Option, and a written option agreement or
agreements shall be duly executed and delivered by the Company to
the participant.  Such agreement or agreements shall become
effective upon execution by the Company and the participant.

    Stock Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional
terms and conditions as the Committee shall deem desirable:

    a.   Option Price. The option price per share of Common Stock
purchasable under a Stock Option shall be determined by the
Committee and set forth in the option agreement, and shall not be
less than the Fair Market Value of the Common Stock subject to
the Stock Option on the date of grant.

    b.   Option Term. The term of each Stock Option shall be
fixed by the Committee, but no Stock Option shall be exercisable
more than 10 years after the date the Stock Option is granted.

    c.   Exercisability. Except as otherwise provided herein,
Stock Options shall be exercisable at such time or times and
subject to such terms and conditions as shall be determined by
the Committee. If the Committee provides that any Stock Option is
exercisable only in installments, the Committee may at any time
waive such installment exercise provisions, in whole or in part,
based on such factors as the Committee may determine.  In
addition, the Committee may at any time accelerate the
exercisability of any Stock Option.

    d.   Method of Exercise. Subject to the provisions of this
Section 5, Stock Options may be exercised, in whole or in part,
at any time during the option term by giving written notice of
exercise to the Company specifying the number of shares of Common
Stock subject to the Stock Option to be purchased.

    Such notice shall be accompanied by payment in full of the
purchase price by certified or bank check or such other
instrument as the Company may accept.  If approved by the
Committee, payment, in full or in part, may also be made in the
form of unrestricted Common Stock (by delivery of such shares or

                                7
by attestation) already owned by the optionee of the same class
as the Common Stock subject to the Stock Option (based on the
Fair Market Value of the Common Stock on the date the Stock
Option is exercised); provided, however, that such already owned
shares have been held by the optionee for at least six months at
the time of exercise or had been purchased on the open market.

    If approved by the Committee, payment in full or in part may
also be made by delivering a properly executed exercise notice to
the Company, together with a copy of irrevocable instructions to
a broker to deliver promptly to the Company the amount of sale or
loan proceeds necessary to pay the purchase price, and, if
requested, reduced by the amount of any federal, state, local or
foreign withholding taxes. To facilitate the foregoing, the
Company may enter into agreements for coordinated procedures with
one or more brokerage firms.

    No shares of Common Stock shall be issued until full payment
therefor has been made.  Except as otherwise provided in Section
5(k) below, an optionee shall have all of the rights of a
shareholder of the Company holding the class or series of Common
Stock that is subject to such Stock Option (including, if
applicable, the right to vote the shares and the right to receive
dividends), when the optionee has given written notice of
exercise, has paid in full for such shares and, if requested, has
given the representation described in Section 14(a).

    If determined by the Committee at the date of grant of a
Stock Option, in the event an optionee who has not incurred a
Termination of Employment pays the option price of such Stock
Option (in whole or in part) by delivering (or attesting to
ownership of) shares of Common Stock previously owned by the
optionee, such optionee shall automatically be granted a reload
Stock Option (a "Reload Option") for the number of shares of
Common Stock used to pay the option price.   Unless otherwise
determined by the Committee, the Reload Option shall be subject
to the same terms and conditions as the Stock Option, except that
the Reload Option shall have an option price equal to the Fair
Market Value of the Common Stock on the date the Reload Option is
granted, expire the same date as the expiration date of the Stock
Option so exercised, shall vest and become exercisable 6 months
following the date of grant of such Reload Option and shall not
have the rights set forth in Section 5(j) hereof.  Additional
Reload Options may only be granted upon exercise of a Reload
Option if the Fair Market Value of the Common Stock on the date
of such exercise is 25% or more higher than the Fair Market Value
of the Common Stock on the date of grant of the Reload Option
being exercised.

    e.   Nontransferability of Stock Options. No Stock Option
shall be transferable by the optionee other than (i) by will or

                                8
by the laws of descent and distribution; or (ii) as otherwise
expressly permitted by the Committee including, if so permitted,
pursuant to a transfer to such optionee's immediate family,
whether directly or indirectly or by means of a trust or
partnership or otherwise.  For purposes of this Plan, unless
otherwise determined by the Committee, "immediate family" shall
mean the optionee's children, spouse and grandchildren.  All
Stock Options shall be exercisable, subject to the terms of this
Plan, only by the optionee, the guardian or legal representative
of the optionee, or any person to whom such option is transferred
pursuant to this paragraph, it being understood that the term
"holder" and "optionee" include such guardian, legal
representative and other transferee.

    f.   Termination by Death.  Unless otherwise determined by
the Committee, if an optionee incurs a Termination of Employment
by reason of death, any Stock Option held by such optionee may
thereafter be exercised, to the extent then exercisable, or on
such accelerated basis as the Committee may determine, for a
period of one year (or such other period as the Committee may
specify in the option agreement) from the date of such death or
until the expiration of the stated term of such Stock Option,
whichever period is the shorter.

    g.   Termination by Reason of Disability or Retirement.
Unless otherwise determined by the Committee, if an optionee
incurs a Termination of Employment by reason of Disability or
Retirement, any Stock Option held by such optionee may thereafter
be exercised by the optionee, to the extent it was exercisable at
the time of termination, or on such accelerated basis as the
Committee may determine, for a period of one year (or such other
period as the Committee may specify in the option agreement) from
the date of such Termination of Employment or until the
expiration of the stated term of such Stock Option, whichever
period is the shorter; provided, however, that if the optionee
dies within such period, any unexercised Stock Option held by
such optionee shall, notwithstanding the expiration of such
period, continue to be exercisable to the extent to which it was
exercisable at the time of death for a period of 12 months from
the date of such death or until the expiration of the stated term
of such Stock Option, whichever period is the shorter.

    h.   Other Termination.  Unless otherwise determined by the
Committee: (A) if an optionee incurs a Termination of Employment
for Cause, all Stock Options held by such optionee shall
thereupon terminate; and (B) if an optionee incurs a Termination
of Employment for any reason other than death, Disability,
Retirement or for Cause, any Stock Option held by such optionee,
to the extent it was then exercisable at the time of termination,
or on such accelerated basis as the Committee may determine, may
be exercised for the lesser of three months from the date of such

                                9
Termination of Employment or the balance of such Stock Option's
term; provided, however, that if the optionee dies within such
three-month period, any unexercised Stock Option held by such
optionee shall, notwithstanding the expiration of such three-
month period, continue to be exercisable to the extent to which
it was exercisable at the time of death for a period of 12 months
from the date of such death or until the expiration of the stated
term of such Stock Option, whichever period is the shorter.

    Notwithstanding any other provision of this Plan to the
contrary, in the event an optionee incurs a Termination of
Employment other than for Cause during the 24-month period
following a Change in Control, any Stock Option held by such
optionee may thereafter be exercised by the optionee, to the
extent it was exercisable at the time of termination, including
on such accelerated basis as provided in Section 11(a), for (x)
the longer of (i) one year from such date of termination or (ii)
such other period as may be provided in the Plan for such
Termination of Employment or as the Committee may provide in the
option agreement, or (y) until expiration of the stated term of
such Stock Option, whichever period is the shorter.

    i.   Cashing Out of Stock Option.  On receipt of written
notice of exercise, the Committee may elect to cash out all or
part of the portion of the shares of Common Stock for which a
Stock Option is being exercised by paying the optionee an amount,
in cash or Common Stock, equal to the excess of the Fair Market
Value of the Common Stock over the option price times the number
of shares of Common Stock for which the Option is being exercised
on the effective date of such cash-out.

    j.   Change in Control Cash-Out.  Notwithstanding any other
provision of the Plan, during the 60-day period from and after a
Change in Control (the "Exercise Period"), if the Committee shall
determine at the time of grant or thereafter, an optionee shall
have the right, whether or not the Stock Option is fully
exercisable and in lieu of the payment of the option price for
the shares of Common Stock being purchased under the Stock Option
and by giving notice to the Company, to elect (within the
Exercise Period) to surrender all or part of the Stock Option to
the Company and to receive cash, within 5 days of such election,
in an amount equal to the amount by which the Change in Control
Price per share of Common Stock on the date of such election
shall exceed the exercise price per share of Common Stock under
the Stock Option multiplied by the number of shares of Common
Stock granted under the Stock Option as to which the right
granted under this Section 5(j) shall have been exercised.

    k.   Deferral of Option Shares.  The Committee may from time
to time establish procedures pursuant to which an optionee may
elect to defer, until a time or times later than the exercise of

                               10
an Option, receipt of all or a portion of the shares of Common
Stock subject to such Option and/or to receive cash at such later
time or times in lieu of such deferred shares, all on such terms
and conditions as the Committee shall determine.  If any such
deferrals are permitted, then notwithstanding Section 5(d) above,
an optionee who elects such deferral shall not have any rights as
a stockholder with respect to such deferred shares unless and
until shares are actually delivered to the optionee with respect
thereto, except to the extent otherwise determined by the
Committee.

                            SECTION 6

                    STOCK APPRECIATION RIGHTS

    a.   Grant and Exercise. Stock Appreciation Rights may be
granted in conjunction with all or part of any Stock Option
granted under the Plan.  Such rights may be granted either at or
after the time of grant of such Stock Option.  A Stock
Appreciation Right shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option.

    A Stock Appreciation Right may be exercised by an optionee in
accordance with Section 6(b) by surrendering the applicable
portion of the related Stock Option in accordance with procedures
established by the Committee.  Upon such exercise and surrender,
the optionee shall be entitled to receive an amount determined in
the manner prescribed in Section 6(b). Stock Options, which have
been so surrendered, shall no longer be exercisable to the extent
the related Stock Appreciation Rights have been exercised.

    b.   Terms and Conditions.  Stock Appreciation Rights shall
be subject to such terms and conditions as shall be determined by
the Committee, including the following:

         (i)  Stock Appreciation Rights shall be exercisable only
at such time or times and to the extent that the Stock Options to
which they relate are exercisable in accordance with the
provisions of Section 5 and this Section 6.

         (ii) Upon the exercise of a Stock Appreciation Right, an
optionee shall be entitled to receive an amount in cash, shares
of Common Stock or both, in value equal to the excess of the Fair
Market Value of one share of Common Stock over the option price
per share specified in the related Stock Option multiplied by the
number of shares in respect of which the Stock Appreciation Right
shall have been exercised, with the Committee having the right to
determine the form of payment.

                               11
(iii)     Stock Appreciation Rights shall be
transferable only to permitted transferees of the underlying
Stock Option in accordance with Section 5(e).

         (iv) Upon the exercise of a Stock Appreciation Right,
the Stock Option or part thereof to which such Stock Appreciation
Right is related shall be deemed to have been exercised for the
purpose of the limitation set forth in Section 3 on the number of
shares of Common Stock to be issued under the Plan, but only to
the extent of the number of shares covered by the Stock
Appreciation Right at the time of exercise based on the value of
the Stock Appreciation Right at such time.

                            SECTION 7

                        RESTRICTED STOCK

    a.   Administration.  Shares of Restricted Stock may be
awarded either alone or in addition to other Awards granted under
the Plan.  The Committee shall determine the Eligible Individuals
to whom and the time or times at which grants of Restricted Stock
will be awarded, the number of shares to be awarded to any
Eligible Individual, the conditions for vesting, the time or
times within which such Awards may be subject to forfeiture and
any other terms and conditions of the Awards, in addition to
those contained in Section 7(c); provided, however, that, subject
to Section 7(c)(i) and Section 11(a)(ii), no shares of Restricted
Stock shall vest prior to three years from the date of grant.
Notwithstanding the previous sentence, the Committee shall have
discretion to permit vesting of shares of Restricted Stock prior
to three years from the date of grant in the event of a
participant's Termination of Employment by reason of Retirement,
Disability or death, or under other limited circumstances if the
Committee determines that such earlier vesting is necessary to
fulfill a legitimate corporate purpose such as the hiring or
retention of a key employee; provided, however, that the
Committee shall exercise its discretion (under this Section 7(a)
and Section 7(c)(i)) in these other limited circumstances with
respect to shares of Restricted Stock which in the aggregate do
not exceed 10% of the maximum number of shares of Common Stock
authorized for issuance in Section 3.

    b.   Awards and Certificates. Shares of Restricted Stock
shall be evidenced in such manner as the Committee may deem
appropriate, including book-entry registration or issuance of one
or more stock certificates.  Any certificate issued in respect of
shares of Restricted Stock shall be registered in the name of
such participant and shall bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such
Award, substantially in the following form:

                               12
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and conditions
(including forfeiture) of the GreenPoint Financial Corp. 2001
Stock Plan and a Restricted Stock Agreement.  Copies of such Plan
and Agreement are on file at the offices of GreenPoint Financial
Corp., 90 Park Avenue, New York, New York 10016-1303."

    The Committee may require that the certificates evidencing
such shares be held in custody by the Company until the
restrictions thereon shall have lapsed and that, as a condition
of any Award of Restricted Stock, the participant shall have
delivered a stock power, endorsed in blank, relating to the
Common Stock covered by such Award.

    c.   Terms and Conditions. Shares of Restricted Stock shall
be subject to the following terms and conditions:

         (i)  The Committee may condition the grant or vesting of
an Award of Restricted Stock upon the attainment of Performance
Goals.  Subject to Section 11(a)(ii), no shares of Restricted
Stock, the vesting of which is conditioned upon the attainment of
Performance Goals, shall vest prior to one year from the date of
grant. Notwithstanding the previous sentence, the Committee shall
have discretion to permit vesting of shares of Restricted Stock,
the vesting of which is conditioned upon the attainment of
Performance Goals, prior to one year from the date of grant in
the event of a participant's Termination of Employment by reason
of Retirement, Disability or death, or under other limited
circumstances if the Committee determines that such earlier
vesting is necessary to fulfill a legitimate corporate purpose
such as the hiring or retention of a key employee; provided,
however, that the Committee shall exercise its discretion (under
this Section 7(c)(i) and Section 7(a)) in these other limited
circumstances with respect to shares of Restricted Stock which in
the aggregate do not exceed 10% of the maximum number of shares
of Common Stock authorized for issuance in Section 3.  The
Committee may also condition the grant or vesting of an Award of
Restricted Stock upon the continued service of the participant.
The conditions for grant or vesting and the other provisions of
Restricted Stock Awards (including without limitation any
applicable Performance Goals) need not be the same with respect
to each recipient.  The Committee may at any time, in its sole
discretion, accelerate or waive, in whole or in part, any of the
foregoing restrictions, other than the restriction period
minimums described in Section 7(a) and this Section 7(c)(i).

         (ii) Subject to the provisions of the Plan and the
Restricted Stock referred to in Section 7(c)(vi), during the
period, if any, set by the Committee, commencing with the date of
such Award for which such participant's continued service is
required (the "Restriction Period"), and until the later of (A)

                               13
the expiration of the Restriction Period and (B) the date the
applicable Performance Goals (if any) are satisfied, the
participant shall not be permitted to sell, assign, transfer,
pledge or otherwise encumber shares of Restricted Stock.

         (iii)     Except as provided in Section 7(c)(i) through
7(c)(iii), the Restricted Stock Agreement, or as otherwise
determined by the Committee, the participant shall have, with
respect to the shares of Restricted Stock, all of the rights of a
stockholder of the Company holding the class or series of Common
Stock that is the subject of the Restricted Stock, including, if
applicable, the right to vote the shares and the right to receive
any cash dividends.  If so determined by the Committee in the
applicable Restricted Stock Agreement and subject to Section
14(e) of the Plan, (A) cash dividends on the class or series of
Common Stock that is the subject of the Restricted Stock Award
shall be automatically deferred and reinvested in additional
Restricted Stock, held subject to the vesting of the underlying
Restricted Stock, or held subject to meeting Performance Goals
applicable only to dividends, and (B) dividends payable in Common
Stock shall be paid in the form of Restricted Stock of the same
class as the Common Stock with which such dividend was paid, held
subject to the vesting of the underlying Restricted Stock, or
held subject to meeting Performance Goals applicable only to
dividends.

         (iv) Except to the extent otherwise provided in the
applicable Restricted Stock Agreement or Section 7(c)(i),
7(c)(ii) or 11(a)(ii), upon a participant's Termination of
Employment for any reason during the Restriction Period or before
the applicable Performance Goals are satisfied, all shares still
subject to restriction shall be forfeited by the participant;
provided, however, that the Committee shall have the discretion
to waive, in whole or in part, any or all remaining restrictions
(other than the restriction period minimums set forth in Sections
7(a) and 7(c)(i) with respect to any or all of such participant's
shares of Restricted Stock.

         (v)  If and when any applicable Performance Goals are
satisfied and the Restriction Period expires without a prior
forfeiture of the Restricted Stock, unlegended certificates for
such shares shall be delivered to the participant upon surrender
of the legended certificates.

         (vi) Each Award shall be confirmed by, and be subject
to, the terms of a Restricted Stock Agreement.

                               14
SECTION 8

                        PERFORMANCE UNITS

    a.   Administration. Performance Units may be awarded either
alone or in addition to other Awards granted under the Plan.  The
Committee shall determine the Eligible Individuals to whom and
the time or times at which Performance Units shall be awarded,
the number of Performance Units to be awarded to any Eligible
Individual, the duration of the Award Cycle and any other terms
and conditions of the Award, in addition to those contained in
Section 8(b).

    b.   Terms and Conditions. Performance Units Awards shall be
subject to the following terms and conditions:

         (i)  The Committee may condition the settlement of
Performance Units Awards upon the attainment of Performance
Goals.  The Committee may also condition the settlement thereof
upon the continued service of the participant.  The provisions of
such Awards (including without limitation any applicable
Performance Goals) need not be the same with respect to each
recipient.  Subject to the provisions of the Plan and the
Performance Units Agreement referred to in Section 8(b)(v),
Performance Units may not be sold, assigned, transferred, pledged
or otherwise encumbered during the Award Cycle.  Subject to
Section 11(a)(iii), no Performance Units may be earned prior to
three years from the date of grant (or one year from the date of
grant if the settlement thereof is conditioned upon the
attainment of Performance Goals).  Notwithstanding the previous
sentence, the Committee shall have the discretion to permit
Performance Units to be earned and payable in full (or such other
portions as the Committee may determine) in the event the
participant's employment is terminated by reason of Disability or
death, or upon other types of Termination of Employment that the
Committee may specify.

         (ii) Except to the extent otherwise provided in the
applicable Performance Units Agreement or Section 8(b)(i) or
(iii) or 11(a)(iii), upon a participant's Termination of
Employment for any reason during the Award Cycle or before any
applicable Performance Goals are satisfied, all rights to receive
cash or stock in settlement of the Performance Units shall be
forfeited by the participant; provided, however, that the
Committee shall have the discretion to waive, in whole or in
part, any or all remaining payment limitations (other than the
restriction period minimums set forth in Section 8(b)(i)) with
respect to any or all of such participant's Performance Units.

         (iii)     A participant may elect to further defer
receipt of cash or shares in settlement of Performance Units for

                               15
a specified period or until a specified event, subject in each
case to the Committee's approval and to such terms as are
determined by the Committee.  Subject to any exceptions adopted
by the Committee, such election must generally be made prior to
commencement of the final 12-month period of the Award Cycle for
the Performance Units in question.

         (iv) At the expiration of the Award Cycle, the Committee
shall evaluate the Company's performance in light of any
Performance Goals for such Award, and shall determine the number
of Performance Units granted to the participant which have been
earned, and the Committee shall then cause to be delivered (A) a
number of shares of Common Stock equal to the number of
Performance Units determined by the Committee to have been
earned, or (B) cash equal to the Fair Market Value of such number
of shares of Common Stock to the participant, as the Committee
shall elect (subject to any deferral pursuant to Section
8(b)(iii)).

         (v)  Each Award shall be confirmed by, and be subject
to, the terms of a Performance Units Agreement.

                            SECTION 9

                       TAX OFFSET BONUSES

    At the time an Award is made hereunder or at any time
thereafter, the Committee may grant to the participant receiving
such Award the right to receive a cash payment in an amount
specified by the Committee, to be paid at such time or times (if
ever) as the Award results in compensation income to the
participant, for the purpose of assisting the participant to pay
the resulting taxes, all as determined by the Committee and on
such other terms and conditions as the Committee shall determine.

                           SECTION 10

                    OTHER STOCK-BASED AWARDS

    Other Awards of Common Stock and other Awards that are valued
in whole or in part by reference to, or are otherwise based upon,
Common Stock, including (without limitation) dividend
equivalents, convertible debentures, and restricted stock units
(i.e., rights to receive shares at a specified future date,
subject to such vesting, forfeiture, deferral of delivery, and
other terms and conditions as the Committee may specify) may be
granted either alone or in conjunction with other Awards granted
under the Plan.

                               16
SECTION 11

                  CHANGE IN CONTROL PROVISIONS

    a.   Impact of Event.  Notwithstanding any other provision of
the Plan to the contrary, in the event of a Change in Control:

         (i)  Any Stock Options and Stock Appreciation Rights
outstanding as of the date such Change in Control is determined
to have occurred, and which are not then exercisable and vested,
shall become fully exercisable and vested to the full extent of
the original grant.

         (ii) The restrictions and deferral limitations
applicable to any Restricted Stock outstanding as of the date of
such Change in Control shall lapse, and such Restricted Stock
shall become free of all restrictions and become fully vested and
transferable to the full extent of the original grant.

         (iii)     All Performance Units outstanding as of the
date of such Change in Control shall be considered to be earned
and payable in full based upon maximum performance, and any
deferral or other restriction shall lapse and such Performance
Units shall be settled in cash (or shares of Common Stock at the
Committee's election) as promptly as is practicable.

         (iv) The Committee may also make additional adjustments
and/or settlements of outstanding Awards as it deems appropriate
and consistent with the Plan's purposes.

    b.   Definition of Change in Control.  For purposes of the
Plan, a "Change in Control" shall mean the happening of any of
the following events:

         (i)  The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20%
or more of either (A) the then outstanding shares of common stock
of the Company (the "Outstanding Company Common Stock") or (B)
the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this
subsection (i), the following acquisitions shall not constitute a
Change in Control: (1) any acquisition directly from the Company,
(2) any acquisition by the Company, (3) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the Company or
(4) any acquisition by any corporation pursuant to a transaction

                               17
which complies with clauses (A), (B) and (C) of subsection (iii)
of this Section 11(b); or

         (ii) Individuals who, as of the effective date of the
Plan, constitute the Board (the "Incumbent Board") cease for any
reason not to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the effective date of the Plan whose election, or
nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or

         (iii)     Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a "Business
Combination"), in each case, unless, following such Business
Combination, (A) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which
as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (B) no
Person (excluding any employee benefit plan (or related trust) of
the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or
more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination
or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (C) at
least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members
of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for
such Business Combination; or

                               18
(iv) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.

     c.  Change in Control Price.  For purposes of the Plan,
"Change in Control Price" means the higher of (i) the highest
reported sales price, regular way, of a share of Common Stock in
any transaction reported on the New York Stock Exchange Composite
Tape or other national exchange on which such shares are listed
or on Nadsaq during the 60-day period prior to and including the
date of a Change in Control or (ii) if the Change in Control is
the result of a tender or exchange offer or a Corporate
Transaction, the highest price per share of Common Stock paid in
such tender or exchange offer or Corporate Transaction.  To the
extent that the consideration paid in any such transaction
described above consists all or in part of securities or other
non-cash consideration, the value of such securities or other
non-cash consideration shall be determined in the sole discretion
of the Board.

                           SECTION 12

                 TERM, AMENDMENT AND TERMINATION

    Unless earlier terminated by action of the Board, the Plan
will terminate at such time as no shares of Common Stock remain
available for delivery in connection with Awards and the Company
has fulfilled all of its obligations with respect to Awards
granted under the Plan.

    The Board may amend, alter, or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which
would impair the rights of an optionee under a Stock Option or a
recipient of a Stock Appreciation Right, Restricted Stock Award,
Performance Unit Award or other stock-based Award theretofore
granted without the optionee's or recipient's consent, except
such an amendment made to comply with applicable law, stock
exchange rules or accounting rules.  Subject to the repricing
restrictions in Section 2(e)(i) and the restriction period
minimums described in Sections 7(a), 7(c)(i) and 8(b)(i), the
Committee may amend the terms of any Stock Option or other Award
theretofore granted, prospectively or retroactively, but no such
amendment shall impair the rights of any holder without the
holder's consent except such an amendment made to cause the Plan
or Award to comply with applicable law, stock exchange rules or
accounting rules.  Subject to the above provisions, the Board
shall have authority to amend the Plan to take into account
changes in law and tax and accounting rules as well as other
developments, and to grant Awards which qualify for beneficial
treatment under such rules without stockholder approval.

                               19
SECTION 13

                     UNFUNDED STATUS OF PLAN

    It is presently intended that the Plan constitute an
"unfunded" plan for incentive and deferred compensation.  The
Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to
deliver Common Stock or make payments; provided, however, that
unless the Committee otherwise determines, the existence of such
trusts or other arrangements is consistent with the "unfunded"
status of the Plan.

                           SECTION 14

                       GENERAL PROVISIONS

    a.   The Committee may require each person purchasing or
receiving shares pursuant to an Award to represent to and agree
with the Company in writing that such person is acquiring the
shares without a view to the distribution thereof.  The
certificates for such shares may include any legend that the
Committee deems appropriate to reflect any restrictions on
transfer.

    Notwithstanding any other provision of the Plan or agreements
made pursuant thereto, the Company shall not be required to issue
or deliver any certificate or certificates for shares of Common
Stock under the Plan prior to fulfillment of all of the following
conditions:

         (1)  Listing or approval for listing upon notice of
issuance, of such shares on the New York Stock Exchange, Inc., or
such other securities exchange as may at the time be the
principal market for the Common Stock;

         (2)  Any registration or other qualification of such
shares of the Company under any state or federal law or
regulation, or the maintaining in effect of any such registration
or other qualification which the Committee shall, in its absolute
discretion upon the advice of counsel, deem necessary or
advisable; and

         (3)  Obtaining any other consent, approval, or permit
from any state or federal governmental agency, which the
Committee shall, in its absolute discretion after receiving the
advice of counsel, determine to be necessary or advisable.

    b.   Nothing contained in the Plan shall prevent the Company
or any Subsidiary or Affiliate from adopting other or additional
compensation arrangements for its employees.

                               20
c.   The Plan shall not constitute a contract of employment,
and adoption of the Plan shall not confer upon any employee any
right to continued employment, nor shall it interfere in any way
with the right of the Company or any Subsidiary or Affiliate to
terminate the employment of any employee at any time.

    d.   No later than the date as of which an amount first
becomes includible in the gross income of the participant for
federal income tax purposes with respect to any Award under the
Plan, the participant shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment
of, any federal, state, local or foreign taxes of any kind
required by law to be withheld with respect to such amount.
Unless otherwise determined by the Company, withholding
obligations may be settled with Common Stock, including Common
Stock that is part of the Award that gives rise to the
withholding requirement.  The obligations of the Company under
the Plan shall be conditional on such payment or arrangements,
and the Company and its Subsidiaries and Affiliates shall, to the
extent permitted by law, have the right to deduct any such taxes
from any payment otherwise due to the participant.  The Committee
may establish such procedures as it deems appropriate, including
making irrevocable elections, for the settlement of withholding
obligations with Common Stock.

    e.   Reinvestment of dividends in additional Restricted Stock
at the time of any dividend payment shall only be permissible if
sufficient shares of Common Stock are available under Section 3
for such reinvestment (taking into account then outstanding Stock
Options and other Awards).

    f.   The Committee shall establish such procedures as it
deems appropriate for a participant to designate a beneficiary to
whom any amounts payable in the event of the participant's death
are to be paid or by whom any rights of the participant, after
the participant's death, may be exercised.

    g.   In the case of a grant of an Award to any employee of a
Subsidiary of the Company, the Company may, if the Committee so
directs, issue or transfer the shares of Common Stock, if any,
covered by the Award to the Subsidiary, for such lawful
consideration as the Committee may specify, upon the condition or
understanding that the Subsidiary will transfer the shares of
Common Stock to the employee in accordance with the terms of the
Award specified by the Committee pursuant to the provisions of
the Plan.  All shares of Common Stock underlying Awards that are
forfeited or canceled should revert to the Company.

    h.   The Plan and all Awards made and actions taken
thereunder shall be governed by and construed in accordance with

                               21
the laws of the State of Delaware, without reference to
principles of conflict of laws.

    i.   Except as otherwise provided in Section 5(e), 6(b)(iii),
or 14(f) or by the Committee, Awards under the Plan are not
transferable except by will or by the laws of descent and
distribution.

    j.   In the event an Award is granted to an Eligible
Individual who is employed or providing services outside the
United States and who is not compensated from a payroll
maintained in the United States, the Committee may, in its sole
discretion, modify the provisions of the Plan as they pertain to
such individual to comply with applicable foreign law or custom,
including in order to provide benefits under the Award comparable
to those accruing to a participant providing services in the
United States.

    k.   Notwithstanding any other Plan provision, (A) the
Committee's authority under the Plan is limited to the extent
necessary to ensure that any Option or other Award of a type that
the Committee has intended to be subject to fixed accounting with
a measurement date at the date of grant or the date performance
conditions are satisfied under APB 25 shall not become subject to
"variable" accounting or to measurement of accounting expense at
some later date solely due to the existence of such authority,
unless the Committee specifically determines that the authority
shall remain in force and the Award shall be subject to such
"variable" accounting, and (B), if any right granted under the
Plan, including pursuant to Section 5(j), would make a Change in
Control transaction ineligible for pooling-of-interests
accounting under APB No. 16 that but for such rights would
otherwise be eligible for such accounting treatment, the
Committee shall have the ability to substitute for the cash
payable pursuant to such right Common Stock with a Fair Market
Value (as of the date of such election) equal to the cash that
would otherwise be payable hereunder or, if necessary to preserve
such accounting treatment, otherwise modify or eliminate such
right.

                           SECTION 15

                     EFFECTIVE DATE OF PLAN

    The Plan shall be effective as of the date it is adopted by
the Board.

                               22
01599003.AA1
[GreenPoint Financial Corp. Letterhead]

                                  April 11, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

         GreenPoint Financial Corp.
         2001 Stock Plan
         Registration Statement on Form S-8

Ladies and Gentlemen:

         I am Executive Vice President, General Counsel and
Secretary of GreenPoint Financial Corp. (the "Corporation"),
and I am rendering this opinion in connection with the
registration under the Securities Act of 1933, as amended,
of shares (the "Shares") of Common Stock, par value $.01 per
share, of the Corporation issuable pursuant to the
GreenPoint Financial Corp. 2001 Stock Plan (the "Plan").

         For purposes of this opinion, I, or attorneys under
my supervision, have participated in the preparation of this
Registration Statement on Form S-8 covering the above
referenced Shares (the "Registration Statement") and have
examined applicable statutes, rules and regulations,
originals or copies, as amended to the date hereof, of the
Plan, the Certificate of Incorporation of the Corporation,
the Bylaws of the Corporation, and such other corporate
documents and records of the Corporation as I have deemed
relevant and necessary as a basis for this opinion.  For
purposes of this opinion, I have also assumed the
genuineness of all signatures on all documents and
completeness, and the conformity to original documents, of
all copies submitted to me, and that all representations of
fact (other than those opined on below) expressed in or
implied by such documents are accurate.

         On the basis of the foregoing, I am of the opinion
that the Shares when issued pursuant to the terms of the
Plan will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as
an exhibit to the Registration Statement on Form S-8
relating to the Plan, and to the use of my name under the
heading "Interests of Named Experts and Counsel" in such
Registration Statement.

                                  Very truly yours,

                                  /s/ Howard C Bluver
                                  _________________________
                                      Howard C. Bluver
                                  Executive Vice President
                                      and General Counsel
CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 (registering common stock
to be used under the GreenPoint Financial Corp. 2001 Stock
Plan) of our report dated January 18, 2001 relating to the
financial statements, which appears in the 2000 Annual
Report to Stockholders of GreenPoint Financial Corp., which
is incorporated by reference in GreenPoint Financial Corp.'s
Annual Report on Form 10-K for the year ended December 31,
2000.

                             /S/ PricewaterhouseCoopers LLP

New York, New York
April 11, 2001

01599003.AA1