NORTH FORK BANCORPORATION, INC.
                          2003 STOCK COMPENSATION PLAN

                           SECTION 1. NAME AND PURPOSE

      This is the North Fork Bancorporation, Inc. 2003 Stock Compensation Plan
(the "Plan"). The Plan provides for the grant of equity-based awards to officers
and employees of North Fork Bancorporation, Inc. (the "Company") and its
subsidiaries. The purpose of the Plan is to encourage those individuals who
receive awards under the Plan to acquire and maintain an equity interest in the
Company and thus to have additional incentive to continue to work for the
success of the Company and its subsidiaries.

                             SECTION 2. DEFINITIONS

      Whenever used herein, the following terms shall have the respective
meanings set forth below:

      (a)   AWARD means any Option to acquire Stock or shares of Restricted
            Stock granted under the Plan.

      (b)   AWARD AGREEMENT means a written agreement evidencing an Award
            granted under the Plan entered into between the Company and the
            Holder of the Award, whether such Holder is an original Grantee or a
            Permitted Transferee of the Award.

      (c)   BOARD means the Board of Directors of the Company.

      (d)   CODE means the Internal Revenue Code of 1986, as amended and in
            effect from time to time.

      (e)   COMMITTEE means the Compensation and Stock Committee of the Board,
            or any successor to such Committee charged by the Board with the
            administration of the Plan.

      (f)   COMPANY means North Fork Bancorporation, Inc., a Delaware
            corporation.

      (g)   EMPLOYEE means a salaried employee (including officers and directors
            who are also employees) of the Company or any Subsidiary.

      (h)   EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.

      (i)   EXERCISE PRICE of an Option means that price fixed by the Committee
            upon grant of an Option as the purchase price per share of Stock
            that must be paid by the Holder of the Option upon exercise thereof,
            as the same may be adjusted under Section 10 of the Plan.

      (j)   FAIR MARKET VALUE means, for any particular day, for any period
            during which the Stock shall be listed for trading on a national
            securities exchange, the average of the high and low price per share
            of Stock on such exchange on such day. For any period during which
            the Stock shall not be listed for trading on a national securities
            exchange the fair market price per share of Stock for such day shall
            be determined by the Committee. If Fair Market Value is to be
            determined as of a day when the securities markets are not open, the
            Fair Market Value on that day shall be the Fair Market Value on the
            nearest preceding day when the markets were open.

      (k)   GRANT DATE of an Award means the date the Committee granted an
            Award.

      (l)   GRANTEE of an Award means the Employee or other eligible individual
            who was initially granted the Award.

      (m)   HOLDER means that individual who possesses the ownership interest in
            an Award at a given time, whether such individual is the original
            Grantee of the Award or a Permitted Transferee.

      (n)   OPTION means the right to purchase a designated number of shares of
            Stock at the Exercise Price for a specified period of time and
            subject to specified conditions. For purposes of the Plan, all
            Options shall be so-called nonqualified (or nonstatutory) stock
            options, not qualifying as "incentive stock options" under Section
            422 of the Code.

      (o)   PERIOD OF RESTRICTION for shares of Restricted Stock granted under
            the Plan means the period between the Grant Date of the shares and
            the Vesting Date of the shares.

      (p)   PERMITTED TRANSFEREE means any person to whom an Award is
            transferred in accordance with the terms of the Plan and such Award.

      (q)   REPORTING PERSON means a person subject to Section 16 of the
            Exchange Act.

      (r)   RESTRICTED STOCK means shares of Stock awarded under the Plan that
            are subject to forfeiture prior to the Vesting Date for such shares,
            as provided in Section 9 of the Plan, and which cease to be shares
            of Restricted Stock upon expiration of the Period of Restriction.

      (s)   RULE 16B-3 means Rule 16b-3 promulgated by the Securities and
            Exchange Commission pursuant to the Exchange Act, or any successor
            regulation.

      (t)   STOCK means the Common Stock of the Company.

      (u)   SUBSIDIARY means a subsidiary corporation of the Company as defined
            in Section 424(f) of the Code.



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      (v)   TAXABLE EVENT means an event relating to an Award granted under the
            Plan which requires federal, state or local tax to be withheld by
            the Company or a Subsidiary.

      (w)   TERMINATED FOR CAUSE means, (i) for Employees serving under an
            employment agreement containing a provision for termination of
            employment for "cause," termination of employment of the Employee
            for "cause" pursuant to such provision, and (ii) for other
            Employees, termination of employment of the Employee by a two-thirds
            vote of the entire Board or the board of directors of the Subsidiary
            employing such Employee, expressly for one or both of the following
            "causes," as evidenced in a certified board resolution: (A) willful
            misconduct by the Employee which is materially injurious to the
            Company or the Subsidiary, monetarily or otherwise; or (B)
            conviction of the Employee with no further possibility of appeal of
            any felony under applicable state or federal banking or financial
            institution laws, or the agreement of the Employee to plead guilty
            to any such felony.

      (x)   VESTING DATE means, for an Option or a portion of an Option, the
            first date on which the Option or such portion may be exercised by
            the Holder and, for shares of Restricted Stock, the date on which
            the shares cease to be forfeitable and become freely transferable
            shares in the hands of the Holder.

                            SECTION 3. ADMINISTRATION

      The Plan will be administered by the Committee. The determinations of the
Committee shall be made in accordance with its judgment as to the best interests
of the Company and its stockholders and in accordance with the purposes of the
Plan. Notwithstanding the foregoing and only to the extent permitted by
applicable law, the Committee in its discretion may delegate to the President of
the Company or other appropriate officers of the Company the authority to make
any or all determinations under the Plan (including the decision to grant Awards
and types of Awards granted) with respect and only with respect to Grantees or
Holders of Awards (other than the delegates) who are not Reporting Persons,
notwithstanding the fact that the delegatees may themselves be persons eligible
to receive Awards under the Plan and/or Reporting Persons. All determinations
made or actions taken by the Committee relating to Plan Awards shall be final,
binding and conclusive for all purposes and upon all persons.

                     SECTION 4. SHARES AUTHORIZED FOR AWARDS

      The maximum number of shares available for Awards under the Plan is
5,000,000 shares of Stock, of which a maximum of 3,300,000 shares may take the
form of Restricted Stock. Upon adoption of the Plan, the Company shall reserve
for issuance thereunder an aggregate of 5,000,000 shares of Stock. The number of
shares available for Awards under the Plan, including Awards of Restricted
Stock, and the number of shares reserved for issuance shall be subject to
adjustment from time to time as provided in Section 10 of the Plan. Shares of
Stock underlying outstanding Options and outstanding shares of unvested
Restricted Stock will be counted against the Plan maximum while such Options and
shares of Restricted Stock are outstanding. Upon termination of outstanding
Options that are unexercised and upon forfeiture of outstanding shares


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of Restricted Stock prior to vesting, the shares of Stock underlying such Awards
shall be returned to the Plan and available for future grants of Awards
thereunder. In addition, if the Holder of an Option granted under the Plan
exercises such Option by surrendering to the Company shares of Stock previously
owned by the Holder (or, in lieu of an actual surrender, by a deemed surrender
of such shares), the number of shares of Stock surrendered or deemed surrendered
by such Holder shall be returned to the Plan and available for future grants of
Awards thereunder. Similarly, if the Holder of any Award granted under the Plan
surrenders such Award to the Company in exchange and substitution for a
subsequent Award, the shares underlying the surrendered Award shall be returned
to the Plan and available for future grants of Awards thereunder.

                          SECTION 5. ELIGIBLE GRANTEES

      (a) Any Employee of the Company or any Subsidiary will be eligible to
receive one or more Awards under the Plan if the Committee determines in its
sole discretion that the job performance of such Employee is likely to be
significantly enhanced by the latter's receipt of such Awards. The Committee
shall consider such factors as it deems pertinent in selecting Employees to
receive Awards and determining the type and amount of their respective Awards.

      (b) The Committee in its discretion may grant one or more Awards to an
individual, in connection with the employment or potential employment of such
individual by the Company or any Subsidiary, prior to the date such individual
becomes an Employee, provided that the Vesting Date for any Award granted to a
potential Employee, as determined by the Committee, shall not be earlier than
the sixtieth day after the Grantee's first day of employment.

      (c) The Committee in its discretion may grant one or more Awards to any
consultant, advisor or other person providing key services to the Company or a
Subsidiary, but only if and to the extent that the shares of Stock underlying
such Award may be included in a registration statement on Form S-8 under the
Securities Act of 1933, as amended, or any successor form, as filed with the
Securities and Exchange Commission.

      (d) The grant of an Award to any Employee or other eligible individual in
any year shall not entitle such individual to receive an Award in any other year
or any other individual to receive an Award in such year or any other year.

      (e) No individual may receive Awards under the Plan relating to more than
1,500,000 shares of Stock in the aggregate, as adjusted from time to time in
accordance with Section 10 of the Plan.

                           SECTION 6. TYPES OF AWARDS

      Two types of Awards may be granted under the Plan: Options and Restricted
Stock. These two types of Awards may be granted in any proportion to each other,
subject to the overall limit on Awards of Restricted Stock set forth in Section
4 of the Plan. Except as specified otherwise in this Plan, the Committee shall
have complete discretion in determining the type and number of Awards to be
granted to eligible individuals and the terms and conditions of Awards, which
terms and conditions need not be uniform as among different Grantees of Awards
or


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different Awards of the same general type. Each Award shall be evidenced by an
Award Agreement, as provided in Section 7 of the Plan. From time to time, as the
Committee deems appropriate and in the best long-term interests of the Company
and its stockholders, the Committee may elect to modify or waive one or more
terms or conditions of an outstanding Award previously granted under the Plan,
provided that (i) no such discretionary modification or waiver shall give the
Holder of any other Award granted under the Plan any right to a similar
modification or waiver, (ii) no such discretionary modification or waiver of an
Award shall involve a change in the number of shares subject to the Award or, if
the Award is an Option, a change in the Exercise Price thereof, and (iii) no
such discretionary modification or waiver that is adverse or arguably adverse to
the interests of the Holder of the Award shall be effective unless and until the
Holder consents thereto in writing.

                           SECTION 7. AWARD AGREEMENTS

      As soon as practicable after the grant of an Award, the Company shall
notify the Grantee and thereafter shall hand deliver or mail to the Grantee an
Award Agreement, duly executed by and on behalf of the Company, with the request
that the Grantee execute the Agreement within 30 days after the date of mailing
or delivery by the Company and return the same to the Company. The date of
execution and return of the Award Agreement shall not necessarily be or affect
the Grant Date of the Award, which may precede such date of execution and
return, as the Committee may determine. If the Grantee shall fail to execute and
return to the Company the Award Agreement within said 30-day period, the
Committee may elect to treat the Award as void and never granted. If an Award
granted under the Plan is eligible for transfer and proposed to be transferred
to a Permitted Transferee, no such transfer shall be or become effective until
and unless the Permitted Transferee shall have duly executed and returned to the
Company an Award Agreement in a form acceptable to the Committee.

                            SECTION 8. STOCK OPTIONS

      (a) Options shall consist of Options to purchase shares of Stock at an
Exercise Price established by the Committee upon grant, which Exercise Price
shall not be less than, but may be more than, 100 percent of the Fair Market
Value of the Stock on the Grant Date.

      (b) The Committee shall establish upon grant the period of time during
which an Option will be exercisable, provided that no Option shall continue to
be exercisable, in whole or in part, later than ten years after the Grant Date.
The date of first exercise of an Option (the Vesting Date) may be any date on or
after the Grant Date as the Committee may specify, subject to the limitation on
grants of Options to potential Employees in Section 5(b) of the Plan. In lieu of
specifying a single date of first exercisability, the Committee may provide upon
grant that an Option will become fully exercisable over some designated period
of time, with different Vesting Dates for different portions of the Option. The
Committee also may provide that exercisability of an Option will be accelerated,
if the Option or a portion thereof is not already then exercisable, upon the
subsequent occurrence of a "change in control" of the Company, as defined by the
Committee, or such other circumstances (e.g., early retirement of the Grantee)
as the Committee may specify. Generally, exercisability of an Option also shall
be conditioned upon the continued employment of the Grantee by the Company
and/or its Subsidiaries, provided that, if the Committee so provides,
exercisability of an Option may continue for some designated


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period of time after termination of the Grantee's employment, subject to the
following limitations: (i) if the employment of the Grantee is terminated other
than due to the death of the Grantee, exercisability may not be extended to more
than one year after the date of termination of employment (or the tenth
anniversary of the Grant Date, if earlier), and (ii) if the employment of the
Grantee is terminated due to the death of the Grantee, exercisability may not be
extended beyond the tenth anniversary of the Grant Date. No Option granted to an
Employee or potential Employee may be exercisable after Termination for Cause of
such Employee. Leaves of absence granted by the Company for military service or
illness and transfers of employment between the Company and any Subsidiary shall
not constitute termination of employment under the Plan. Any Options granted to
individuals who are retained as advisors or consultants shall be subject to
similar limitations on exercise following any termination of their engagement
that occurs before the normal end of the exercise period of their Options.

      (c) Upon exercise of an Option, in whole or in part, the Exercise Price
with respect to the number of shares as to which the Option is then being
exercised may be paid by check or, if the Committee shall have authorized such
form of payment and the Holder so elects, by surrender to the Company of shares
of Stock owned by the Holder prior to exercise. The Committee may place such
limitations as it deems appropriate and in the best interest of the Company and
its stockholders on the length of time any such shares used in exercise of an
Option must have been owned by the Holder of the Option prior to exercise. Any
previously-owned shares of Stock to be used in full or partial payment of the
Exercise Price shall be valued at the Fair Market Value of the Stock on the date
of exercise. In lieu of the actual surrender of a number of shares of Stock by
the Holder to the Company in a qualifying stock-for-stock exercise, the Holder
may, with the consent of the Committee, affirm to the Company the Holder's
ownership of such number of shares, in which event the Company, upon its
delivery of the shares of Stock as to which the Option is being exercised, shall
deduct from the number of shares otherwise deliverable the number of shares
affirmed as owned but not surrendered by the Holder. Delivery by the Company of
shares of Stock resulting from exercise of an Option shall be made to the Holder
or the designee of the Holder, subject to such terms, conditions, restrictions
and contingencies as the Committee may provide in the Award Agreement. If so
provided by the Committee upon grant of an Option, the shares delivered upon
exercise may be subject to certain restrictions upon subsequent transfer or sale
thereof by the Holder.

      (d) The Committee may require reasonable advance notice of exercise of an
Option, normally not to exceed three calendar days, and may condition exercise
of an Option upon the availability of an effective registration statement or
exemption from registration under applicable federal and state securities laws
relating to the Stock issuable as a result of exercise.

      (e) If the Committee so provides and subject to such limitations as the
Committee may impose, the Holder of an Option may have the right, in connection
with the Holder's exercise of the Option, to elect to defer the delivery by the
Company to the Holder of some or all of the shares of Stock as to which the
Option is being exercised to a date or dates after the date of exercise. In the
event of any such deferred delivery of shares incident to exercise of an Option,
the shares will not be subject to forfeiture during the deferral period except
to the extent, if any, that the Committee may specify in granting such right to
the Holder of the Option. The Committee also may specify, in connection with any
such deferred delivery of shares, that the Holder may be entitled to receive
from the Company after the exercise of the Option and prior to


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the deferred delivery of the shares, distributions in cash and kind with respect
to such deferred shares identical or comparable in financial value to the
dividends or other distributions that the Holder would have received had the
Holder received such shares upon exercise and continued to hold such shares.

                           SECTION 9. RESTRICTED STOCK

      (a) An Award of Restricted Stock shall consist of a designated number of
shares of Stock that are subject to forfeiture by the Holder to the Company if
the Grantee of the Award ceases to be employed by the Company or its
Subsidiaries prior to the Vesting Date of the shares, as established by the
Committee upon grant. Restricted Stock may be granted at no cost to Grantees,
or, if subject to a purchase price, such price shall not exceed the par value of
the Stock and may be payable by the Grantee to the Company in cash or by any
other means, including recognition of past employment, as the Committee deems
appropriate. The Committee may provide upon grant of an Award of Restricted
Stock that any shares of Restricted Stock that may be purchased by the Grantee
in cash and are subsequently forfeited by the Grantee prior to the Vesting Date
therefor shall be reacquired by the Company at the purchase price originally
paid therefor by the Grantee.

      (b) The Committee shall determine upon grant the Vesting Date for shares
of Restricted Stock. Except under extraordinary circumstances, the earliest
Vesting Date for any shares of Restricted Stock granted under the Plan shall be
three years from the Grant Date. The Committee may provide upon grant of an
Award of Restricted Stock that different numbers or portions of the shares
subject to the Award shall have different Vesting Dates. The Committee also may
provide that the Vesting Dates will be accelerated upon the subsequent
occurrence of a "change in control" of the Company, as defined by the Committee,
or such other occurrence (e.g., early retirement of the Grantee) as the
Committee may specify. The Committee also may establish upon grant of an Award
of Restricted Stock that some or all of the shares subject thereto shall be
subject after the Vesting Date to additional restrictions upon transfer or sale,
although not to forfeiture.

      (c) Pending expiration of the Period of Restriction, shares of Restricted
Stock shall be registered in the name of the Company or its agent, or their
nominees, and certificates for such shares, if the same are certificated, shall
be held by the Company or its agent. Upon expiration of the Period of
Restriction for shares of Restricted Stock, the shares shall be registered in
the name of the Holder and certificates representing such shares shall be issued
and delivered to the Holder or its nominee or assigns.

      (d) If and to the extent the Committee so specifies upon grant, the Holder
of shares of Restricted Stock shall be entitled to receive from the Company,
after the Grant Date and until the Vesting Date, dividends or other
distributions with respect to the shares identical or comparable in financial
value to the dividends and other distributions that would have been received by
the Holder had the shares not been subject to the restrictions on Restricted
Stock imposed under the Plan, and the Holder shall not be required to return any
such distributions to the Company in the event of forfeiture of the Restricted
Stock; provided that any such dividends or distribution payable to the Holder
that constitute Stock or other equity securities of the Company shall be



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issued in the same manner and subject to the same restrictions and conditions as
apply to the shares of Restricted Stock as to which such dividends and
distributions are paid.

      (e) If and to the extent the Committee so specifies upon grant, the Holder
of shares of Restricted Stock shall be entitled to vote or direct the voting of
such shares after the Grant Date and until the Vesting Date.

                        SECTION 10. ADJUSTMENT PROVISIONS

      (a) If the Company shall at any time change the number of issued shares of
Stock without new consideration to the Company (such as by a stock dividend,
stock split or similar transaction), the total number of shares reserved for
issuance under the Plan, the maximum number of shares available for issuance as
Restricted Stock, the maximum number of shares available for Award of Options to
any individual under the Plan, and the number of shares subject to outstanding
Awards (and other attributes of such Awards directly affected by the change)
shall all be adjusted by the Committee so that the aggregate consideration
payable to the Company, if any, and the value of each such Award to the Holder
shall not be changed. Awards may also contain provisions for their continuation
or for other equitable adjustments after changes in the Stock resulting from
reorganization, sale, merger, consolidation, issuance of stock rights or
warrants or similar occurrence.

      (b) Notwithstanding any other provision of this Plan, and without
affecting the number of shares reserved or available for issuance hereunder, the
Board shall use best efforts to authorize the issuance or assumption of benefits
under the Plan in connection with any merger, consolidation, acquisition of
property or stock, or reorganization involving the liquidation, discontinuation,
merger out of existence or fundamental corporate restructuring of the Company,
upon such terms and conditions as it may deem appropriate.

                         SECTION 11. TRANSFERS OF AWARDS

      (a) Except as otherwise provided in this Section 11, Awards granted under
the Plan shall not be transferable by the Grantee, otherwise than according to
an effective beneficiary designation as provided in Section 15(a) of the Plan,
by will or similar instrument or by the laws of descent and distribution.

      (b) Notwithstanding the provisions of Section 11(a) of the Plan and
subject to any overriding restrictions and conditions as may be established from
time to time by the Board, the Committee may determine that any Award or portion
thereof granted under the Plan may be transferred by the Holder prior to the
Vesting Date thereof under such terms and conditions and to such person or
persons ("Permitted Transferees") as it deems appropriate and in the best
interest of the Company. The Committee may specify the procedures applicable to
any such permitted transfer, including placing restrictions and limitations on
Transferred Awards not applicable to Awards not transferred and requiring
Permitted Transferees to enter into Award Agreements reflecting such
restrictions and limitations.

      (c) In the event of the death of a Holder holding an unexercised Option,
exercise of the Option may be made only by the executor or administrator of the
estate of the Holder or the


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person or persons to whom the deceased Holder's rights under the Option shall
pass according to an effective beneficiary designation as provided in Section
15(a), by will or similar instrument or the laws of descent and distribution,
and such exercise may be made only to the extent that the deceased Holder was
entitled to exercise such Option at the date of death. If and to the extent the
Committee shall so provide upon grant or thereafter, the Vesting Date for
Restricted Stock may be accelerated upon the death of the Holder during the
Period of Restriction, such that the Stock shall be deemed not to be forfeited
and no longer to be Restricted Stock as of the date of death.

                                SECTION 12. TAXES

      The Company shall be entitled to withhold, and shall withhold, the minimum
amount of any federal, state or local tax attributable to any shares deliverable
under the Plan, whether upon exercise of an Option or expiration of a Period of
Restriction for Restricted Stock or occurrence of any other Taxable Event, after
giving the person entitled to receive such delivery notice as far in advance of
the Taxable Event as practicable, and the Company may defer making delivery as
to any such shares, if any such tax is payable, until indemnified to its
satisfaction. Such withholding obligation of the Company may be satisfied by any
reasonable method, including, if the Committee so provides, reducing the number
of shares otherwise deliverable to or on behalf of the Holder on such Taxable
Event by a number of shares of Stock having a fair value, based on the Fair
Market Value of the Stock on the date of such Taxable Event, equal to the amount
of such withholding obligation.

                       SECTION 13. NO RIGHT TO EMPLOYMENT

      The right of any Employee or other individual receiving an Award, to
continue to serve the Company or any Subsidiary in any capacity, if any, shall
not be enhanced or otherwise affected by the designation of such Employee or
other individual as a Grantee of an Award under the Plan.


                 SECTION 14. DURATION, AMENDMENT AND TERMINATION

      No Award shall be granted under the Plan on or after the date which is the
tenth anniversary date of the effective date of this Plan. To the extent
permitted under applicable laws, rules and regulations, the Committee or the
Board may amend the Plan from time to time or terminate the Plan at any time. By
mutual agreement between the Company and the Holder of an Award, one or more
other Awards may be granted to such Holder in substitution and exchange for, and
in cancellation of, the existing Award, provided that any such substitution
Award shall be deemed a new Award for purposes of calculating any applicable
exercise period for Options or Period of Restriction for Restricted Stock. To
the extent that any Awards which may be granted within the terms of the Plan
would qualify under present or future laws for tax treatment that is beneficial
to the Holder thereof, any such beneficial treatment shall be considered within
the intent, purpose and operational purview of the Plan and the discretion of
the Committee, and to the extent that any such Awards would so qualify within
the terms of the Plan, the Committee shall have full and complete authority to
grant Awards that so qualify (including the authority to grant, simultaneously
or otherwise, Awards which do not so qualify) and to prescribe the terms and
conditions (which need not be identical as among recipients) in respect to the
grant or exercise of any such Awards under the Plan.

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                      SECTION 15. MISCELLANEOUS PROVISIONS

      (a) NAMING OF BENEFICIARIES. At any time, the Holder of any Award may name
one or more beneficiaries to receive the Award and the Holder's benefits
thereunder, to the extent permissible pursuant to the various provisions of the
Plan, in the event of the death of the Holder.

      (b) SUCCESSORS. All obligations of the Company under the Plan with respect
to Awards issued hereunder shall be binding on any successor to the Company.

      (c) GOVERNING LAW. The provisions of the Plan and all Award Agreements
under the Plan shall be construed in accordance with, and governed by, the laws
of the State of Delaware without reference to conflict of laws provisions,
except insofar as any such provisions may be expressly made subject to the laws
of any other state or federal law.

Dated: June 24, 2003


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