Fitch Affirms New York Community Rating; Roslyn Placed On Watch Positive.

Business Editors

NEW YORK--(BUSINESS WIRE)--June 27, 2003

Fitch affirms its 'BBB' long-term debt rating for Westbury, NY based New York Community Bancorp, Inc. (NYB) following its announced merger with Jericho, NY based Roslyn Bancorp, Inc. (RSLN). At the same time, Fitch places RSLN's ratings on Rating Watch Positive. A complete list of the affected ratings is provided below.

The transaction creates one of the largest thrifts in the metro NY area with in excess of $20 billion in assets, $9.9 billion in deposits and 144 branches (115 in metro NY), on a pro forma basis. The deal is expected to be a tax-free, 100% stock transaction whereby RSLN shareholders receive 0.75 shares of NYB common stock for each RSLN share owned. The total estimated transaction value of $1.6 billion represents approximately 2.9 times (x) RSLN's tangible book value at 3/31/03. It is expected to close during 4Q03, with most of the material integration issues addressed by the end of 1Q04.

From an analytical perspective, the merger, the third large scale transaction completed by NYB over the past 3 1/2 years, will solidify the combined company's Long Island footprint, especially its presence in Brooklyn, Queens, Nassau and Suffolk Counties. A de-leveraging strategy, which calls for the sale of roughly $3.5 billion in investment securities during 2003, should improve the company's overall flexibility while reducing interest rate risk. Fitch expects this transaction to be similar to the two previous acquisitions completed by NYB, whereby residential mortgages are securitized and sold, and commercial and construction loans are allowed to run off, as NYB stays focused on its multifamily lending niche. In Fitch's opinion, both companies have been fairly aggressive capital managers largely through share repurchases, especially during the recent cycle. At the close of the transaction, tangible common equity, on a pro forma basis, is expected to be roughly 5.25% and grow to roughly 6.0% by year-end 2004. Fitch will monitor capital closely to ensure sufficient levels are maintained to support the combined entity's risk profile, especially as it transitions its balance sheet away from higher risk commercial real estate and construction lending.

Once the transaction is completed, Roslyn Bancorp, Inc. will be merged into New York Community Bancorp and The Roslyn Savings Bank will be legally merged into New York Community Bank. The surviving depository will continue to operate under multiple division names, thus preserving the Roslyn Savings Bank brand in the community.

Ratings Affirmed:

New York Community Bancorp, Inc.

-- Long-term Issuer, 'BBB';

-- Short-term Issuer, 'F2';

-- Individual, 'B/C';

-- Support, '5';

-- Long-term Rating Outlook, Stable.

New York Community Bank

-- Long-term Deposits, 'BBB+';

-- Long-term Issuer, 'BBB';

-- Short-term Deposits, 'F2';

-- Short-term Issuer, 'F2';

-- Individual, 'B/C';

-- Support, '5';

-- Long-term Rating Outlook, Stable.

Roslyn Bancorp, Inc.

-- Individual, 'B/C';

-- Support, '5'.

Roslyn Savings Bank (The)

-- Short-term Deposits, 'F2';

-- Short-term Issuer, 'F2';

-- Individual, 'B/C';

-- Support, '5';

Ratings Placed on Rating Watch Positive:

Roslyn Bancorp Inc.

-- Long-term Issuer, 'BBB-';

-- Short-term Issuer, 'F3'.

Roslyn Savings Bank (The)

-- Long-term Deposits, 'BBB';

-- Long-term Issuer, 'BBB-'.