ANNUAL INCENTIVE COMPENSATION PLAN
 
 
                         NORTH FORK BANCORPORATION, INC.
                       ANNUAL INCENTIVE COMPENSATION PLAN
                             (Amended and Restated)
 
 
1.    Name. The name of the Plan is the North Fork Bancorporation, Inc. Annual
      Incentive Compensation Plan (the "Plan").
 
2.    Basic Function. The Plan provides for payment of annual bonuses at
      year-end to senior executives and select key employees of North Fork
      Bancorporation, Inc. (the "Company") and its subsidiaries, depending upon
      the financial performance of the Company or subsidiaries or departments
      and the job performance of the individual employee in question. The Plan
      consists of two segments - the "Executive Feature," which applies to
      certain senior officers of the Company, and the "General Feature," which
      applies to other key employees of the Company and its subsidiaries. The
      payment of bonuses under either or both features for a particular year is
      determined by the actual performance of the Company or its subsidiaries
      against one or more pre-established financial goals or targets. Bonuses,
      if paid, are paid at year-end.
 
3.    Purpose. The purpose of the Plan is to provide a meaningful incentive on
      an annual basis to senior executives and key employees of the Company and
      its subsidiaries, and to motivate them to assist the Company in achieving
      ambitious but realistic short-term goals. The Plan concentrates on
      Company-wide performance objectives but also includes, in select cases,
      consideration of operational department performance, where that may be an
      effective and appropriate way to motivate and reward performance.
      Individual bonus determinations are, in certain cases, also affected by
      individual job performance.
 
4.    Administration. The Plan is administered by the Stock and Compensation
      Committee (the "Committee") of the Board of Directors of the Company (the
      "Board"). The Committee has sole authority to make all discretionary
      determinations under the Plan, including the specification of annual
      financial targets under both features of the Plan and the selection on a
      year-to-year basis of the senior officers who will be included in the
      Executive Feature of the Plan and the other key employees who will be
      included in the General Feature and the size of the bonuses they will
      receive. The Committee may delegate to senior management of the Company
      the power to make certain determinations under the General Feature of the
      Plan. For all purposes, the Committee may solicit recommendations and
      advice from senior management, Company advisors and representatives, and
      any outside parties it deems appropriate.
 
5.    Duration; Adoption. The Plan shall continue to be in effect unless and
      until terminated in accordance with Section 11. The Plan was initially
      adopted by the Board on July 18, 1994. Subsequently, the Plan was amended
      by the Committee, with the authorization of the Board, on March 11, 1996,
      and as thus amended was approved by the stockholders of
<PAGE>
      the Company on April 23, 1996. The Plan was again amended by the Board and
      by the Committee, duly authorized, on March 1, 2001, and March 13, 2001,
      respectively, and as thus amended was approved by the stockholders of the
      Company on May 1, 2001.
 
6.    Participation. Individuals participating in the Executive Feature of the
      Plan in any year shall be those senior officers of the Company designated
      by the Committee at the end of the year as participating therein. In
      making such determination, the Committee shall limit its selection to
      those senior officers of the Company ("Eligible Officers") whose
      compensation for such year is or may be subject to the provisions of
      Section 162(m) of the Internal Revenue Code of 1986, as amended (the
      "Code"). Generally, the senior officers of the Company subject to Section
      162(m) of the Code in any year are the executive officers who are listed
      in the Summary Compensation Table in the Company's proxy statement for its
      annual meeting of stockholders for the ensuing year, provided such
      executive officers are employed by the Company on the last day of the
      subject year. Typically, the Committee will include in the Executive
      Feature for any year all Eligible Officers for such year, but bonuses need
      not be paid under the Executive Feature to all Eligible Officers in any
      year, even if the financial targets under the Executive Feature for such
      year have been met, and in appropriate cases the Committee may elect to
      include one or more Eligible Officers in the General Feature of the Plan
      for a given year, as opposed to the Executive Feature. No employee may
      receive bonuses under both the Executive Feature and the General Feature
      of the Plan in any year. Employees eligible to participate in the General
      Feature of the Plan in any year are those key employees of the Company not
      included in the Executive Feature who are identified as having made
      substantial contributions to corporate achievement during the year. Under
      either feature of the Plan, payment of a bonus to any individual in a
      given year shall not entitle such individual to any future bonus payment.
 
7.    Designation of Annual Financial Targets. On a year-to-year basis, the
      Committee shall designate the financial target or targets for the
      Executive Feature of the Plan and shall designate or ratify the financial
      target or targets for the General Feature of the Plan. Designation of
      financial targets for either feature involves (i) identification of the
      particular measure or measures of financial performance that will be
      utilized for such feature for the year, and (ii) specification of target
      levels of performance under such measure(s), the achievement of which will
      result in bonus payments under the particular feature. Target levels of
      performance for particular financial measures may be expressed as absolute
      or average dollar amounts, percentages, changes in dollar amounts or
      percentage changes and may be expressed in comparison to peer group
      performance, provided any such peer group is identified with reasonable
      specificity. Selection of financial targets and payment of bonuses under
      the General Feature is further described in Section 9. Selection of
      financial targets and payment of bonuses under the Executive Feature is
      further described in Section 10.
 
8.    Individual Factors. If the designated financial targets for the year have
      been met under either feature of the Plan, such that bonuses are to be
      paid thereunder, the precise amounts of the bonuses determined for
      individual participants may be influenced by individual factors, objective
      or subjective, including particular goals for the individual as well as
      his or her unique contributions to the Company or its subsidiaries.
 
 
                                      -2-
<PAGE>
9.    General Feature. On an annual basis, the Committee shall designate or
      ratify a financial target or targets under the General Feature.
      Designation of such financial targets involves, first, the selection of
      one or more measures of financial performance that will be used for
      determination of bonus payments under the General Feature of the Plan and,
      second, the specification of a target level or levels of performance for
      each such designated measure. The measures of financial performance
      selected under the General Feature may include: stock price, earnings per
      share (with or without extraordinary items), net income (with or without
      extraordinary items), return on equity, return on assets, net interest
      income, net interest margin, net interest spread, levels of non-performing
      assets, total assets, operating expenses, other expenses, other income,
      loan income, fee income, and any sub-categories or ratios of or between
      any of the above, on a GAAP basis, tax-equivalent basis or any other
      regularly-utilized method of financial or regulatory accounting or
      presentation. Multiple measures of financial performance may be selected
      for any year and several graduated target levels of performance may be
      specified for any such measure. Measures of performance generally will be
      specified for the Company as a whole but may be specified for individual
      subsidiaries or operational departments or divisions. If measures of
      performance are established for entities or divisions other than the
      Company as a whole, the General Feature of the Plan will be sub-divided
      accordingly, with bonus determinations and covered participants to be
      determined on an entity-by-entity or divisional basis. Generally,
      financial targets for the General Feature will be designated initially in
      the first quarter of each calendar year. Under appropriate circumstances,
      any financial target thus designated may be modified later in the year, at
      the direction or with the approval of the Committee, provided that any
      target thus modified may be expected to continue to serve as a meaningful
      incentive to key employees throughout the remainder of the year. If one or
      more financial targets established for the General Feature are met in any
      year, a bonus pool for the General Feature will be funded at year-end, out
      of which awards will be made to those key employees selected to
      participate in the General Feature for that year. The size or maximum size
      of the bonus pool also may be established in advance, as an absolute
      dollar amount or expressed as a formula, and may vary depending upon the
      extent to which multiple financial targets may be met or exceeded. If a
      bonus pool is funded under the General Feature for any year, such pool
      need not be distributed in full.
 
10.   Executive Feature.
 
            (i) Designation of Financial Targets. On or before the ninetieth
      (90th) day of each calendar year, the Committee shall designate the
      financial target or targets for the Executive Feature of the Plan for the
      year. Once designated, the financial target or targets may not
      subsequently be amended or modified for the remainder of the year. The
      designation of the financial target or targets for the Executive Feature
      will involve, first, the selection of one or more measures of financial
      performance from among the permitted measures of financial performance for
      the Executive Feature designated in subsection 10(ii) below (the
      "Permitted Executive Measures"), and, second, the specification of a
      target level of performance for each such designated measure. The
      Committee need not utilize all of the Permitted Executive Measures in
      designating financial targets for the Executive Feature in any year. The
      financial targets for the Executive Feature designated by the Committee
      will be recorded in writing and retained
 
 
                                      -3-
<PAGE>
      by the Corporate Secretary in the Company's records as confidential
      information. Unless approved by the Committee, the financial targets for
      the Executive Feature for any year may not be disclosed to any person
      other than members of the Committee and the Board and the senior
      management of the Company, and their respective representatives and
      agents, provided that any individual to whom such information is disclosed
      must represent that he or she will treat the same as confidential
      information.
 
            (ii) Permitted Executive Measures. The following measures of
      financial performance are the Permitted Executive Measures under the
      Executive Feature:
 
                  (a) Earnings Per Share. Earnings Per Share under the Executive
            Feature shall equal (x) the Company's net income for the year,
            before the after-tax effect of any extraordinary items, the
            cumulative effect of accounting changes, or other nonrecurring items
            of income or expense including restructuring charges ("Adjusted Net
            Income") divided by (y) the average common shares outstanding on a
            fully-diluted basis.
 
                  (b) Return on Assets. Return on Assets under the Executive
            Feature shall equal (x) the Company's Adjusted Net Income for the
            year, divided by (y) the Company's average total assets, with the
            result expressed as a percentage.
 
                  (c) Return on Equity. Return on Equity under the Executive
            Feature shall equal (x) the Company's Adjusted Net Income for the
            year, minus preferred stock dividends (but not common stock
            dividends), divided by (y) the Company's average common stock
            equity, with the result expressed as a percentage.
 
            (iii) Payment of Bonus Amounts. If for any calendar year any of the
      performance targets established by the Committee under the Executive
      Feature has been met, bonuses may be paid to those Eligible Officers
      designated by the Committee for participation in the Executive Feature for
      such year. The amount of the bonus payable to each Eligible Officer
      designated to participate in the Executive Feature may not exceed the
      maximum bonus amount for such individual based on his or her office, as
      specified in subsection 10(iv) below ("Maximum Executive Bonus"), and the
      maximum amount payable to all Eligible Officers participating in the
      Executive Feature in any year may not exceed the maximum aggregate bonus
      amount specified in subsection 10(iv) below. In its discretion, the
      Committee may determine to pay individual Eligible Officers less than the
      maximum bonus amount payable to them as thus determined.
 
            (iv) Maximum Executive Bonuses. The Maximum Executive Bonus payable
      to each Eligible Officer under the Executive Feature, based on his or her
      position, is as follows:
 
                  (a)   Chief Executive Officer.  For the Chief Executive
            Officer, the Maximum Executive Bonus is .0175 of Adjusted Net
            Income, before payment of any bonuses under the Executive Feature.
 
 
                                      -4-
<PAGE>
                  (b) Chairman; Vice Chairman. For the Chairman (if not the CEO)
            and for any Vice Chairman, the Maximum Executive Bonus is .01167 of
            Adjusted Net Income, before payment of any bonuses under the
            Executive Feature.
 
                  (c) Chief Financial Officer. For the Chief Financial Officer,
            the Maximum Executive Bonus is .0075 of Adjusted Net Income, before
            payment of any bonuses under the Executive Feature.
 
                  (d) Other Eligible Officers. For any other Eligible Officer
            designated by the Committee for participation in the Executive
            Feature in any year, the Maximum Executive Bonus is .005 of Adjusted
            Net Income, before payment of any bonuses under the Executive
            Feature.
 
      The maximum aggregate bonus amount payable to all Eligible Officers
      participating in the Executive Feature in any year is .04375 of Adjusted
      Net Income, before payment of any bonuses under the Executive Feature.
 
            (v) Certification. Before payment of any bonus amounts under the
      Executive Feature in any year, the Committee shall certify in writing that
      one or more of the selected financial targets under the Executive Feature
      for that year has been met, and the minutes of the Committee actions shall
      reflect such certification.
 
11.   Termination; Amendment. The Plan may be terminated at any time by the
      Board in its sole discretion. The Plan may be amended from time to time by
      the Board or, if and to the extent that the Board delegates the power to
      amend the Plan to the Committee, by the Committee, provided that any
      amendment of the Plan which, if effected without the approval of the
      stockholders of the Company, would result in potential loss of the
      exemption from federal income taxation under Section 162(m) of the Code
      for certain amounts payable under the Executive Feature but would not
      result in such loss if approved by the stockholders, will not become
      effective unless and until approved by the stockholders.
 
12.   Limitation on Bonus Amounts. Notwithstanding any other provision of the
      Plan, total amounts payable as bonuses under the Plan for any calendar
      year, including under both the General Feature and the Executive Feature,
      may not exceed the threshold limitation on such payments specified in
      Section 402.08(B)(13)(a) of the rules of the New York Stock Exchange, Inc.
      (the "NYSE"), regarding the ability of NYSE member organizations to vote
      proxies on certain remuneration plans without specific instructions from
      beneficial owners, as such Section may be amended from time to time and be
      interpreted by the NYSE (which Section currently establishes as the
      threshold limitation an amount equal to 10 percent of the Company's
      average annual net income before taxes for the preceding five years).
 
13.   Governing Law. The Plan shall be governed by and construed and interpreted
      in accordance with the laws of the State of Delaware.
 
 
                                      -5-