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                                                                     Exhibit 4.1

                         NORTH FORK BANCORPORATION, INC.
                      NEW EMPLOYEE STOCK COMPENSATION PLAN


                      Section 1. Establishment and Purpose

     North Fork  Bancorporation,  Inc. (the "Company") hereby establishes a long
term incentive plan to be named the North Fork Bancorporation, Inc. New Employee
Stock  Compensation Plan (the "Plan"),  for new employees of the Company and its
subsidiaries.  The purpose of this Plan is to enhance the ability of the Company
and its subsidiaries to attract motivated and talented  management  personnel by
authorizing  the grant of stock based awards to persons not previously  employed
by the Company or any of its subsidiaries in connection with their entering into
such an employment relationship.

                             Section 2. Definitions

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

    (a)   Approval Date means, for any Award granted under the Plan, the date on
          which the Committee shall have acted to approve and authorize such
          Award.

    (b)   Award means the grant of any Option or Restricted Stock or the right
          to receive either under the Plan.

    (c)   Award Agreement means the written agreement between the Company and an
          Award Holder relating to an Award under the Plan.

    (d)   Award Holder means an Eligible Employee who has received and continues
          to hold an Award under the Plan, or any permitted transferee who holds
          such an Award.

    (e)   Board means the Board of Directors of the Company.

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

    (g)   Committee means the Compensation and Stock Committee of the Board,
          which is the initial administrator of the Plan, or any successor
          administrator of the Plan.

    (h)   Company means North Fork Bancorporation, Inc., a Delaware corporation.

    (i)   Current Market Value means, for any particular day, (i) 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, (ii) for any period during
          which the Stock shall not be listed for trading on a national
          securities exchange, but when prices for the Stock shall be reported
          by

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          the National Market System of the National Association of Securities
          Dealers Automated Quotation System ("NASDAQ"), the average of the high
          and low transaction price per share as quoted by the National Market
          System of NASDAQ for such day, (iii) for any period during which the
          Stock shall not be listed for trading on a national securities
          exchange or its price reported by the National Market System of
          NASDAQ, but when prices for the Stock shall be reported by NASDAQ, the
          average of the high and low bid price per share as reported by NASDAQ
          for such day, or (iv) in the event none of (i), (ii) and (iii) above
          shall be applicable, the fair market price per share of Stock for such
          day as determined by the Board of Directors. If Current Market Value
          is to be determined as of a day when the securities markets are not
          open, the Current Market Value on that day shall be the Current Market
          Value on the nearest preceding day when the markets were open.

    (j)   Date of Employment means the date an Eligible Employee commences
          employment with the Company or any of its Subsidiaries.

    (k)   Eligible Employee means any person who has commenced employment or
          accepted an offer of employment with the Company or any Subsidiary as
          a salaried employee thereof (including as an officer or a director who
          is also an employee) but who has not been so employed for more than 60
          days.

    (l)   Exchange Act means the Securities Exchange Act of 1934, as amended.

    (m)   Exercise Price of an Option means a price fixed by the Committee as
          the purchase price for Stock under the Option, as such may be adjusted
          under Section 10.

    (n)   Option means a right to purchase a certain number of shares of Stock
          at a designated 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)   Option Date means, for any Option granted under the Plan, the Date of
          Employment of the Eligible Employee to which such Option is awarded.

    (p)   Period of Restriction means the period during which any shares of
          Restricted Stock awarded under the Plan are subject to forfeiture as
          provided under Section 9, which period shall extend from the date such
          shares of Restricted Stock are issued to an Eligible Employee until
          the last day of such period as determined under the Plan.

    (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 a certain risk of forfeiture during the Period of
          Restriction for such shares as


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          established under Section 9 but that cease to be subject to such risk
          of forfeiture and cease to be 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.

    (v)   Taxable Event means an event relating to an Award 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 Award  Holders serving under an
          employment agreement containing a provision for termination of
          employment for "cause," termination of employment of the Award Holder
          for "cause" pursuant to such provision, and (ii) for other Award
          Holders, termination of employment of the Award Holder by a two-thirds
          vote of the entire Board of Directors of the Company or the Subsidiary
          employing such Award Holder, expressly for one or both of the
          following "causes," as evidenced in a certified resolution of the
          Board:(A) any willful misconduct by the Award Holder that is
          materially injurious to the Company or the Subsidiary, monetarily or
          otherwise; or (B) conviction of the Award Holder with no further
          possibility of appeal of any felony under applicable state or federal
          banking or financial institution laws, or the agreement of the Award
          Holder to plead guilty to any such felony.

                            Section 3. Administration

     The Plan initially  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, the Committee in its
discretion may delegate to the President or other appropriate officers of the
Company or any Subsidiary the authority to make any or all determinations under
the Plan, including the decision to grant Awards and the types of Awards
granted, to the extent permitted under applicable law; provided, however, that
no such delegation shall apply to Awards granted to persons who are Reporting
Persons. A majority of members of the Committee shall constitute a quorum, and
all determinations of the Committee shall be made by a majority of its members.
Any determination of the Committee under the Plan may be made without notice or
meeting of the Committee, and all actions made or taken by the Committee
pursuant to the provisions of the Plan 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
1,000,000 shares of Stock and there is hereby reserved for issuance under the
Plan an aggregate of 1,000,000


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shares of Stock, subject to adjustment as provided in Section 10. Such shares
may be allocated as between Awards of Options and Awards of Restricted Stock as
the Committee deems appropriate. Shares 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 exercisability of outstanding Options prior to the full exercise
thereof or forfeiture of outstanding shares of Restricted Stock prior to the
vesting thereof, the shares underlying such Awards at the time of termination or
forfeiture shall be returned to the Plan and shall again be available for future
grants of Awards thereunder. In addition, if payment of the Exercise Price of
any Option granted under the Plan is satisfied, upon exercise of such Option, by
the Award Holder's surrender to the Company of shares of Stock previously owned
by the Award Holder (or, in lieu of actual surrender, by a constructive
surrender of such shares), the number of shares surrendered or constructively
surrendered shall be returned to the Plan and shall again be available for
future grants of Awards thereunder. The maximum number of shares subject to
Awards that may be granted to any one Eligible Employee under the Plan is two
hundred thousand (200,000).

                 Section 5. Persons Eligible to Receive Awards

     Awards may be granted under the Plan only to Eligible Employees. The
Committee shall have the authority, acting in its sole discretion, to grant an
Award to an Eligible Employee under the Plan upon a determination that the Award
will provide incentive to the individual to work for the benefit of the Company
and its stockholders. Subject to the terms of the Plan, an Award may be granted
to an Eligible Employee prior to the time that such individual first performs
services for the Company or any Subsidiary, provided such individual has
accepted or simultaneously accepts an offer of employment, either written or
oral, from the Company or any Subsidiary and provided further that any such
grant of an Award to an individual prior to commencement of employment shall be
conditional upon such individual's subsequently commencing employment.

                           Section 6. Types of Awards

     The following Awards, and rights thereto, may be granted under the Plan in
any proportion: Options and Restricted Stock, each as further described below.
Except as specifically limited herein, the Committee, in granting an Award to an
Eligible Employee, shall have complete discretion in determining the type of
such Award, the number of shares of Stock subject thereto, and the terms and
conditions of such Award, which terms and conditions need not be uniform as
among different Awards. 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 modification or waiver shall give the Award Holder of any other
Award granted under the Plan any right to a similar modification or waiver, (ii)
no such modification or waiver of an Award shall involve a change in the number
of shares subject to the Award or a change in the Exercise Price of an Option or
the purchase price, if any, of Restricted Stock which is the subject of the
Award, and (iii) any such modification or waiver which is adverse or arguably
adverse to the interests of the Award Holder shall not be effective unless and
until the Award Holder shall consent thereto in writing.



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                          Section 7. Award Agreements

     Within  thirty (30) days after the Approval Date of an Award to an Eligible
Employee or the Date of Employment of such individual, whichever is later, the
Company shall notify the individual of the grant of such Award and shall hand
deliver or mail to the individual an Award Agreement, duly executed by and on
behalf of the Company, with the request that the individual execute the
agreement within thirty (30) days after the date of mailing or delivery by the
Company and return the same to the Company. If the individual shall fail to
execute and return the Award Agreement to the Company 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 the subject of a
proposed eligible transfer, 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)   Upon the grant of an Award in the form of an Option to an Eligible
Employee under the Plan, the Committee shall determine the number of shares of
Stock subject to the Award.

     (b)  The Committee shall determine the Exercise Price of any Option granted
hereunder, provided such Exercise Price shall not be less than, but may be more
than, 100 percent of the Current Market Value of the Stock on the Date of
Employment of the Eligible Employee to whom the Option is granted.

     (c)  Except as the Committee may otherwise provide, any Option granted
hereunder will first become exercisable by the Award Holder, in whole or in
part, six (6) months after the Date of Employment. Unless otherwise provided by
the Committee, the exercisability of any Option granted hereunder will be
accelerated, to the extent such Option 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 occurrence as the Committee may specify. Generally,
exercisability of any Option granted hereunder to an Eligible Employee also
shall be conditioned upon continuity of employment of such individual with the
Company and its Subsidiaries, provided that, if the Committee so provides upon
grant, exercisability of the Option may continue for some designated period of
time after termination of employment, subject to the following limitations: (i)
if employment is terminated other than due to the death of such individual,
exercisability may be extended to not more than one year after termination; and
(ii) if employment is terminated due to the death of such individual,
exercisability may be extended to the normal end of the exercise period. In
addition, no Option granted hereunder to an Eligible Employee may be exercisable
after Termination for Cause of such individual. 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.

     (d)  Upon exercise of any Option granted hereunder, 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 Award Holder so elects,
in whole or in part by surrender to the Company of shares of Stock previously
owned by the Award Holder and meeting the Company's



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requirements for such shares. Any previously-owned shares of Stock to be used in
full or partial payment of the Exercise Price shall be valued at the Current
Market Value of the Stock on the date of exercise. In lieu of the actual
surrender of qualifying shares of Stock by the Award Holder to the Company in
any such stock-for-stock exercise, the Award Holder may merely affirm to the
Company the Award Holder's ownership of such number of shares, in which event
the Award Holder shall be deemed to have constructively surrendered such shares
in payment of the Exercise Price and 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 deemed surrendered
but not actually surrendered by the Award Holder, which deducted shares shall be
deemed to have been constructively delivered to the Award Holder on the exercise
date, in exchange for the shares constructively surrendered by the Award Holder
on such date. Delivery by the Company of shares of Stock upon exercise of an
Option shall be made to the person exercising the Option or the designee of such
person subject to such terms, conditions, restrictions and contingencies as may
be provided in the Award Agreement.

     (e)  The Committee, in approving an Award of Options, may require
reasonable advance notice from the Award Holder of the exercise thereof,
normally not to exceed three calendar days, and may condition exercise thereof
upon the availability  of an effective  registration  statement or exemption
from registration under applicable federal and state securities laws relating to
the Stock being issued upon exercise.

                          Section 9. Restricted Stock

     (a)  Upon the grant of an Award in the form of Restricted Stock to an
Eligible Employee under the Plan, the Committee shall determine the number of
shares of Restricted Stock subject to the Award. Restricted Stock granted under
the Plan will involve no cost to the Eligible Employee, except as applicable law
may otherwise specifically require, in which event the Award will be subject to
the consent of the Eligible Employee to pay such cost, which will not in any
event exceed the aggregate par value of the Stock subject to the Award.

     (b)  Upon grant of an Award in the form of Restricted Stock to an Eligible
Employee under the Plan, the Committee shall determine the last day of the
Period of Restriction for the shares of Restricted Stock subject to the Award.
If the Committee so provides, different numbers or portions of the shares of
Restricted Stock subject to an Award may have different Periods of Restriction.
Except under unusual circumstances, as specifically determined by the Committee,
the last day of the Period of Restriction for any shares of Restricted Stock
granted under the Plan shall not be earlier than the day one (1) year after the
Date of Employment. Notwithstanding the foregoing, in the case of any shares of
Restricted Stock awarded under the Plan, if the Committee so provides upon grant
thereof, the Period of Restriction will be foreshortened upon the occurrence
during such period of a "change in control" of the Company, as defined by the
Committee.  Moreover,  the Committee also may foreshorten the Period of
Restriction for any shares of Restricted Stock upon the death of the Award
Holder, as provided in Section 11. During the Period of Restriction, the shares
of Restricted Stock shall be subject to forfeiture by the Award Holder to the
Company if such individual ceases to be employed by the Company or its
Subsidiaries.

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     (c)  Shares of Restricted Stock awarded under the Plan to an Eligible
Employee will be issued in the name of such individual on the Approval Date.
Pending expiration of the Period of Restriction, certificates representing
shares of Restricted Stock shall be held by the Company or the transfer agent
for the Stock. Upon expiration of the Period of Restriction for any such shares,
certificates representing such shares shall be delivered to the Award Holder or
the Award Holder's designee.

     (d)  From and after the Approval Date for an Award of Restricted Stock, the
Award Holder shall be entitled to receive and hold all dividends declared and
paid by the Company with respect to the shares of Restricted Stock subject to
the Award, which dividends will be the same as those declared and paid by the
Company with respect to all outstanding shares of Stock generally. In the event
of any subsequent forfeiture of such shares of Restricted Stock, the Award
Holder shall not be required to return to the Company any dividends previously
received with respect to such shares.

     (e)  From and after the Approval Date for an Award of Restricted Stock, the
Award Holder shall be entitled to exercise all voting rights with respect to the
shares of Restricted Stock subject to the Award, which rights will be the same
as those possessed by holders of outstanding shares of Stock generally.

                       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,
recapitalization, stock split or reverse stock split), the total number of
shares reserved for issuance under the Plan and the maximum number of shares
available for Awards to any one Eligible Employee under the Plan shall be
adjusted accordingly, and the number of shares (and, in the case of Options, the
Exercise Price) covered by each outstanding Award shall be adjusted so that the
aggregate consideration payable to the Company, if any, and the value of each
such Award to the Award Holder shall not be changed. The Committee shall make
appropriate adjustments to the terms of the Plan and any outstanding Award to
fully effect the intent of this Section 10(a). 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, as the Committee
deems appropriate.

     (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

     Subject to any overriding restrictions and conditions as may be established
from time to time by the Board, upon the grant of any Award under the Plan the
Committee may determine that the Award shall be transferable at the election of
the Award Holder, in the case of an Option,

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prior to exercise thereof, and in the case of Restricted Stock, prior to
expiration of the Period of Restriction therefor, to such persons and subject to
such terms and conditions as the Committee may specify. Unless the Committee
shall specifically determine upon grant that an Award is thus transferable by
the Award Holder, each Award granted under the Plan shall not be transferable by
the Award Holder, otherwise than by will or similar instrument by which the
Award Holder may effect transfer of the Award upon the Award Holder's death,
including any written designation of beneficiary as the Committee may approve,
or by or the laws of descent and distribution, and shall be exercisable, during
the Award Holder's lifetime, only by the Award Holder. In the event of the death
of an Award Holder holding an unexercised Option, exercise of the Option may be
made only by the person or persons to whom the deceased Award Holder's rights
under the Option shall pass or by the executor or administrator of the estate of
the Award Holder, and such exercise may be made only to the extent that the
deceased Award Holder was entitled to exercise such Option at the date of death.
In the event an Eligible Employee who has received an Award or Awards of
Restricted Stock dies before expiration of the Period of Restriction for such
Award or Awards, the Committee may, in its sole discretion, if and to the extent
it believes such action is warranted in light of all applicable circumstances,
elect within sixty (60) days after the date of death to foreshorten the Period
of Restriction for some or all of the shares of Restricted Stock subject to the
Award(s) to the date of death of the Eligible Employee, such that the shares
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 delivery of shares
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 Award, 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 Company so elects in its sole discretion, by reducing
the number of shares otherwise deliverable to or on behalf of the Award Holder
on such Taxable Event by a number of shares of Stock having a Current Market
Value on the date of such Taxable Event equal to the amount of such withholding
obligation.

                       Section 13. No Right to Employment

     No Eligible Employee shall have any right to employment or continued
employment with the Company or any of its Subsidiaries, as an officer or other
employee, solely as a result of such individual's receipt of an Award under the
Plan.

                Section 14. Duration, Amendment and Termination

     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 an
Award Holder, one or more Awards may be granted to such Award Holder in
substitution and exchange for, and in cancellation of, any certain Awards
previously granted such Award Holder under the Plan,


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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 an Award Holder, 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.

                      Section 15. Miscellaneous Provisions

     (a)  Naming of Beneficiaries. In connection with an Award, an Award Holder
may name one or more beneficiaries entitled to receive, in the event of the
death of the Award Holder, the Award Holder's benefits, to the extent
permissible pursuant to the various provisions of the Plan and in accordance
with the Committee's specifications.

     (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.

     (d)  Approval by the Board and the Committee. The Plan, in order to become
effective, must be approved by the Board. Any Award granted under this Plan and
any Award Agreement executed pursuant thereto prior to the submission of this
Plan to the Board for approval shall be void and of no effect if this Plan is
not approved as provided above.



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