EX-99.2 9 y95721a1exv99w2.txt FORM OF PROXY Exhibit 99.2 GREENPOINT FINANCIAL CORP. PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS -- -, 2004 The undersigned hereby appoints Thomas S. Johnson, Jeffrey R. Leeds and Ramesh Shah, and each of them, with full power of substitution, for and in the name of the undersigned, to vote all common stock, par value $.01 per share, of GreenPoint Financial Corp., a Delaware corporation ("GreenPoint"), that the undersigned would be entitled to vote if personally present at the Special Meeting of Stockholders to be held at - , [Address], on - , 2004 at - , local time, and at any adjournment thereof, upon the matters described in the accompanying Notice of Special Meeting of Stockholders and Joint Proxy Statement-Prospectus, subject to any direction indicated on the reverse side of this card, and upon any other business that may properly come before the meeting or any postponement or adjournment thereof, hereby revoking any proxy heretofore executed by the undersigned to vote at said meeting. This proxy is being solicited by the Board of Directors of GreenPoint. THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND, WITH RESPECT TO PROPOSAL 2, AS SAID PROXIES, AND EACH OF THEM, MAY DETERMINE. CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE - DETACH HERE FROM PROXY VOTING CARD. - EXHIBIT 99.2 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1. -------------------------------------------------------------------------------- NO TEXT PRINT IN THIS AREA -------------------------------------------------------------------------------- 1. To adopt the Agreement and Plan For 2. In their discretion on such of Merger, dated as of February [ ] other matters as may properly 15, 2004, by and between North Against come before the meeting or any Fork Bancorporation, Inc. and [ ] postponement or adjournment GreenPoint. Abstain thereof. [ ] [ ] PLEASE SIGN AND DATE BELOW AND RETURN IN [ NO TEXT PRINT IN THIS ] ENCLOSED ENVELOPE PROMPTLY OR USE THE [ ADDRESS AREA ] TELEPHONE OR INTERNET VOTING PROCEDURE. [ ] THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND JOINT PROXY STATEMENT-PROSPECTUS AND HEREBY REVOKES ANY PROXY OR PROXIES HERETOFORE GIVEN WITH RESPECT TO THE MATTERS SET FORTH ABOVE. DATE: , 2004 ------------------------------ ----------------------------------------- Signature ----------------------------------------- Signature (if held jointly) NOTE: Please date and sign this proxy exactly as your name appears hereon. In case of joint owners, each joint owner should sign. When signing in a fiduciary or representative capacity, please give your full title. If this proxy is submitted by a corporation or partnership, it should be executed in the full corporate or partnership name by a duly authorized person. -------------------------------------------------------------------------------- * * * IF YOU WISH TO VOTE BY TELEPHONE OR BY INTERNET, PLEASE READ THE INSTRUCTIONS BELOW * * * -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- - FOLD AND DETACH HERE - -------------------------------------------------------------------------------- TO ACCESS THE CORPORATION'S PROXY STATEMENT FOR THE SPECIAL MEETING, PLEASE LOG ON TO WWW.GREENPOINT.COM -------------------------------------------------------------------------------- YOUR VOTE IS IMPORTANT! - VOTE 24 HOURS A DAY It's your choice: fast, convenient -- and your vote is immediately confirmed and posted [X] VOTE BY TELEPHONE OR [X] VOTE BY INTERNET JUST FOLLOW THESE 3 EASY STEPS: JUST FOLLOW THESE 3 EASY STEPS: 1. Read the Joint Proxy 1. Read the Joint Proxy Statement-Prospectus. Keep this Statement-Prospectus. Keep this proxy card handy as a reference proxy card handy as a reference while you vote. while you vote. 2. Call the toll-free number 2. Go to Mellon's website 1-800-435-6710 on a touch-tone registration page at telephone anytime prior to HTTP://WWW.EPROXY.COM/GPT 11:59 p.m. Eastern time on -, anytime prior to 11:59 p.m. 2004. THERE IS NO CHARGE FOR Eastern Time on -, 2004. THIS CALL. 3. Follow the recorded 3. Follow the instructions at instructions. HTTP://WWW.EPROXY.COM/GPT YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD. IT IS NOT NECESSARY TO RETURN THE PRINTED PROXY CARD IF YOU VOTE BY TELEPHONE OR INTERNET.