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                                                                    EXHIBIT 10.1


                         NORTH FORK BANCORPORATION, INC.

                2004 OUTSIDE DIRECTORS STOCK IN LIEU OF FEES PLAN

      1. Purposes of the Plan. The purpose of this 2004 Outside Directors Stock
In Lieu of Fees Plan is to provide a way for the Non-Employee Directors of North
Fork Bancorporation, Inc. and its subsidiaries to increase their ownership of
North Fork Common Stock and align their interests with the interests of North
Fork's shareholders.

      2.    Definitions. As used herein, the following definitions shall
apply:

            (a)   "Board" means the Board of Directors of the Company.

            (b)   "Code" means the Internal Revenue Code of 1986, as amended.

            (c)   "Committee" means the Compensation Committee of the Board or
                  any successor to such committee.

            (d)   "Common Stock" means the common stock of the Company.

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

            (f)   "Director" means a member of the Board or a member of the
                  board of directors of any Subsidiary of the Company, or any
                  honorary, advisory or emeritus director of the Company or any
                  such Subsidiary.

            (g)   Directors Fees" means any fees payable to a Non-Employee
                  Director for his or her service as a Director of the Company
                  or any of its Subsidiaries, including fees payable as a
                  retainer for service on the Board of Directors or any
                  committee of the board of directors of any such entity, fees
                  payable for attendance at meetings of the board of directors
                  or any committee of the board of directors of any such entity,
                  and fees payable for service as an honorary, advisory or
                  emeritus director of any such entity.

            (h)   "Distribution Dates" means April 15 and October 15 of each
                  year, or if such is not a trading day, the first trading day
                  thereafter.

            (i)   "Employee" means any person employed by the Company or any
                  Subsidiary of the Company.

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

            (k)   "Market Value," in reference to the Common Stock, means, as of
                  any date, the average over the preceding ten (10) trading days
                  of the closing price per share of the Common Stock as quoted
                  on the New York Stock Exchange.

            (l)   "Non-Employee Director" means a Director of the Company or any
                  Subsidiary of the Company who is not an Employee.

            (m)   "Plan" means this 2004 Outside Directors Stock In Lieu of Fees
                  Plan.

            (n)   "Share" means a share of the Common Stock.

            (o)   "Subsidiary" means a "subsidiary corporation" of the Company,
                  whether now or hereafter existing, as defined in Section
                  424(f) of the Internal Revenue Code of 1986.
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      3. Administration. The Plan will be administered by the Committee (the
"Plan Administrator"). Subject to the express provisions set forth elsewhere in
this Plan, the Plan Administrator will (i) have responsibility for obtaining
from Non-Employee Directors their elections or participation in the Plan
pursuant to Section 6(a), (ii) oversee the distribution of Shares to Directors
under the Plan and the maintenance of Plan books and accounts, (iii) distribute
appropriate notices and materials regarding the Plan (including materials
required under applicable securities and other laws) and make all appropriate
filings with regulatory agencies, and (iv) interpret the Plan and otherwise have
responsibility for the orderly operation of the Plan. Interpretations regarding
the Plan by the Plan Administrator will be final and binding on all Directors
subject to the Plan. The Plan Administrator may delegate to other parties,
including officers of the Company, some or all of its duties under the Plan.

      4. Stock Subject to the Plan. Subject to the provisions of Section 11 of
the Plan, the maximum aggregate number of Shares which may be distributed to
Non-Employee Directors under the Plan in lieu of cash fees is 500 thousand
Shares. Shares distributed under the Plan may be authorized but unissued shares
of Common Stock, or shares of Common Stock held in the treasury.

      5. Eligibility. Only Non-Employee Directors may participate in the Plan.
The Plan shall not confer upon any Non-Employee Director any right to continue
as a member of the Board or a member of the board of directors of any Subsidiary
of the Company or to be re-nominated to any such position, nor shall it
interfere in any way with any rights which the Director, the Company or the
Company's shareholders may have to terminate the Director's relationship with
the Company or its Subsidiaries.

      6. Elections to Receive Stock In Lieu of Cash.

            (a)   Election Procedure. On an annual basis, each Non-Employee
                  Director will be given the opportunity to elect to receive
                  some or all Directors Fees payable to the Non-Employee
                  Director in the ensuing year in the form of Shares of Common
                  Stock in lieu of cash. Non-Employee Directors electing to
                  participate will submit a written election to the Company in a
                  form determined by the Plan Administrator for specifying what
                  portions of the Directors Fees payable in the ensuing 12-month
                  period they wish to receive in the form of Common Stock in
                  lieu of cash. Election forms must be recorded by the Company
                  at least one (1) month prior to the beginning of the 12-month
                  period to which the election relates. Once an election has
                  been made and the 12-month period has begun, a Director may
                  not modify or terminate his or her election.

            (b)   Distribution of Shares; Calculation of Number of Shares
                  Distributable. Shares will be distributed to Non-Employee
                  Directors electing to participate in the Plan on the biannual
                  Distribution Dates, regardless of the date or dates on which
                  cash Directors Fees are distributed to Directors. On each
                  Distribution Date, participating Non-Employee Directors will
                  receive from the Company a number of Shares equal to the
                  dollar amount of the cash payments of Directors Fees that the
                  Director would have received in the preceding six (6) months
                  but did not receive due to his or her participation in the
                  Plan, divided by the Market Value of the Common Stock on the
                  date of each such foregone cash payment (adjusted as provided
                  in the ensuing sentence), with the total number of Shares
                  distributable to be rounded downward to the nearest whole
                  share. If, between the date of any such foregone cash payment
                  and the Distribution Date, there shall have been a change in
                  outstanding corporate shares in the nature of a stock dividend
                  or stock split, the Market Value of the Common Stock on the
                  date of the foregone cash payment shall be adjusted
                  accordingly. Participants will receive cash in lieu of any
                  resulting fractional share, based on the Market Value of the
                  Common Stock on the Distribution Date. Distribution of shares
                  may be made directly to participating Directors or into
                  accounts maintained by or on behalf of such Directors under
                  any other Company plans into which such shares may be directly
                  deposited, with the consent of such Directors. Such shares
                  will be registered in the name of the Director or, if
                  deposited into an account under another Company plan, in the
                  name of the administrator of such plan, or in the name of any
                  custodian or nominee designated by either.
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            (c)   Insider Information. Elections by Non-Employee Directors to
                  participate in the Plan may be made only during periods when
                  Directors would be permitted to trade in the Company's
                  securities under the Company insider trading policy and are
                  not in possession of material non-public information
                  concerning the Company.

            (d)   Share Shortfalls. In the event that there shall be no
                  remaining Shares authorized for issuance under the Plan or the
                  issuance of additional Shares is prohibited by applicable law,
                  no further Shares will be issued under the Plan unless and
                  until authorized shares may lawfully be issued under the Plan,
                  and then each Non-Employee Director's outstanding election
                  shall be reduced pro-rata, to avoid such issuance. No further
                  elections shall be made or shall be valid until such time, if
                  any, as additional Shares become available for issuance under
                  the Plan.

      7. Term of Plan. The Plan shall become effective upon its adoption by the
Board following recommendation by the Committee. It shall continue for a term of
ten (10) years unless earlier terminated by the Board.

      8. Share Ownership. Until the issuance to a participating Director of
Shares under the Plan (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), such Director
will have no right to vote or receive dividends or any other distributions or
any other rights as a shareholder with respect to such Shares.

      9. Distribution of Cash. The amount of cash Directors Fees distributable
to any Director who has elected to participate in the Plan but only with respect
to a portion of his or her Directors Fees shall be distributed in accordance
with the prevailing practices of the Company or the Subsidiary.

      10. Adjustments Upon Changes in Capitalization. The number of shares of
Common Stock authorized for distribution under the Plan from time to time shall
be adjusted to reflect any stock split, stock dividend, or similar change in the
outstanding shares of Common Stock; provided that there shall be no such
adjustment in the event of any issuance of shares of Common Stock by the Company
for a consideration.

      11. Amendment and Termination of the Plan. The Board may at any time
amend, alter, suspend, or discontinue the Plan.

      12. Conditions Upon Issuance of Shares. Shares shall not be issued under
the Plan unless the issuance and delivery of such Shares shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of any stock exchange
upon which the Shares may then be listed.