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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
-------------------
COMMISSION FILE NUMBER 1-10458
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NORTH FORK BANCORPORATION, INC.
-------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3154608
- ------------------- -------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
275 BROADHOLLOW ROAD, MELVILLE, NEW YORK 11747
- ----------------------------------------- -------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (631) 844-1004
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- -------------------- -----------------------------------------
COMMON STOCK, PAR NEW YORK STOCK EXCHANGE
VALUE $.01
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
----
(TITLE OF CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
(X) Yes ( ) No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
As of March 21, 2002, there were 163,804,812 shares of the Registrant's
common stock outstanding. The aggregate market value of the Registrant's common
stock (based on the average stock price on March 21, 2001) held by
non-affiliates was approximately $5,563,836,521.
1
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference into the
specified parts of this Annual Report:
North Fork Bancorporation, Inc. 2001 Annual Report to Shareholders -
Parts I, II and IV.
North Fork Bancorporation, Inc. 2002 Definitive Proxy Statement for its
annual meeting of Stockholders to be held on Tuesday, April 23, 2002 -
Part III .
CAUTIONARY STATEMENT UNDER FEDERAL SECURITIES LAWS:
This document and other documents filed with the Securities and Exchange
Commission ("SEC") have forward-looking statements. In addition, senior
management may make forward-looking statements orally to analysts, investors,
the media, and others. Forward-looking statements might include one or more of
the following:
- - Projections of revenues, income, earnings per share, capital expenditures,
dividends, capital structure, or other financial items;
- - Descriptions of plans or objectives of management for future operations,
products, or services, including pending acquisition transactions;
- - Forecasts of future economic performance; and
- - Descriptions of assumptions underlying or relating to any of the foregoing.
Forward-looking statements can be identified by the fact that they do not relate
strictly to historical or current facts. They often include words such as
"believe", "expect", "anticipate", "intend", "plan", "estimate", or words of
similar meaning, or future or conditional verbs such as "will", "would",
"should", "could", or "may".
Forward-looking statements present the Company's expectations or predictions of
future conditions, events or results. They are not guarantees of future
performance. By their nature, forward-looking statements are subject to risks
and uncertainties. There are a number of factors, many of which are beyond the
Company's control, that could cause actual conditions, events, or results to
differ significantly from those described in the forward-looking statements.
Factors that may cause or contribute to such differences include, among others,
the following possibilities: (1) changes in general business and economic
conditions on both a regional and national level; (2) worldwide political and
social unrest, including acts of war and terrorism; (3) increased competition in
terms of the products and services the Company offers and the markets in which
the Company conducts its business; (4) changes in the interest rate environment,
which may impact the interest margin; (5) legislative or regulatory
developments, including changes in laws concerning taxes, banking, securities,
insurance and other aspects of the financial services industry; and (6)
technological changes, including the impact of the Internet.
Forward-looking statements speak only as of the date they are made. The Company
does not undertake to update forward-looking statements to reflect circumstances
or events that occur after the date the forward-looking statements are made.
2
PART I
ITEM 1 - BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
COMPANY DESCRIPTION
North Fork Bancorporation, Inc. (the "Company"), with its executive
headquarters located in Melville, New York, is a multi-bank holding company
organized under the laws of the State of Delaware in 1980 and registered under
the Bank Holding Company Act of 1956, as amended. The Company's primary bank
subsidiary, North Fork Bank ("North Fork"), operates through 166 full-service
retail-banking facilities located in the New York metropolitan area. North Fork
focuses on providing superior customer service to both personal and commercial
clients by offering the convenience of electronic banking as well as an array of
financial products and brokerage/investment management services through its
non-bank subsidiaries. North Fork's assets and revenues constitute in excess of
98% of the consolidated assets and revenue. Other Company subsidiaries offer
financial services related products such as asset management, brokerage and
sales of alternative investment products. The Company's other bank subsidiary,
Superior Savings of New England, N.A. ("Superior"), a nationally chartered bank
headquartered in the Connecticut county of New Haven, operates from two
locations. Superior conducts an electronic banking operation focused on
gathering deposits throughout the northeast.
BUSINESS COMBINATIONS
The Company has used acquisitions for growth and improved profitability.
Since 1988, it has completed thirteen business combinations.
Twelve of the acquired businesses were either thrift companies or smaller
commercial banks and one asset management business. Total assets of the
acquired bank and thrift companies on their respective dates of acquisition
aggregated $14.2 billion. Five of these transactions which are more fully
described below, have been completed since 1997.
On November 9, 2001, North Fork completed its acquisition of the domestic
operations of Commercial Bank of New York ("CBNY"), for approximately $175
million in cash or $32 per share for each share of CBNY outstanding. The Federal
Reserve Board conditioned its approval on the Company's compliance with
commitments made in connection with its application, including representation
that substantially all of CBNY's international business would be transferred to
other entities not affiliated with North Fork or discontinued prior to closing.
CBNY's international business had been the subject of governmental
investigations that resulted in enforcement orders and fines that were
consumated prior to the acquisition by the Company. The enforcement orders and
fines did not affect the Company or the domestic business of CBNY that we
originally sought to acquire. As of December 31, 2001, the former CBNY domestic
loans and deposits approximated $288 million and $835 million, respectively.
Further, management believes that it is in full compliance with all of the
regulatory conditions made in connection with the acquisition including the
disposition and cessation of CBNY's international business. Additional
information is set forth in "Note 2 - Business Combinations" (Page 48) of the
Company's 2001 annual report to shareholders (included herein as exhibit 13).
On February 18, 2000, Reliance Bancorp, Inc. ("Reliance"), the parent
company of Reliance Federal Savings Bank, was acquired using the purchase method
of accounting. The Company issued 2.0 shares of its common stock for each share
of Reliance's common stock outstanding. The Company reissued from its treasury
account 17.1 million common shares in satisfaction of the Reliance exchange
ratio and reserved for issuance 1.4 million common shares for Reliance's
outstanding stock options at the merger date. Reliance had $2.4 billion in total
assets, $.9 billion in net loans, $1.5 billion in deposits, and $175 million in
capital. Reliance Federal Savings Bank operated from 29 retail banking
facilities throughout Suffolk and Nassau counties, New York, as well as in the
New York City borough of Queens.
3
PART I (CONTINUED)
ITEM 1 - BUSINESS (CONTINUED)
GENERAL DEVELOPMENT OF BUSINESS (CONTINUED)
On February 29, 2000, JSB Financial, Inc. ("JSB"), the parent company of
Jamaica Savings Bank, was acquired utilizing the pooling-of-interests method of
accounting. The Company issued 3.0 shares of common stock for each share of
JSB's common stock outstanding. Accordingly, the Company issued 28.3 million of
its common shares, simultaneously retired 6.6 million shares of JSB's common
stock held in treasury and reserved 2.4 million common shares for JSB's
outstanding stock options at the merger date. Additionally, the Company needed
to reissue a sufficient number of shares of its treasury stock prior to the
consummation of the merger, in order that the merger qualify for
pooling-of-interests accounting treatment. The necessary treasury shares were
reissued on February 18, 2000, in connection with the Reliance transaction.
JSB had $1.7 billion in total assets, $1.3 billion in loans, $1.1 billion
in deposits, and $376.4 million in capital. Jamaica Savings Bank operated from
13 retail-banking facilities in the New York City boroughs of Manhattan and
Queens and in Nassau and Suffolk counties, New York.
On March 5, 2000, the Company announced its intention to commence an offer
(the "Offer") to exchange .9302 shares of the Company's common stock and $2.00
in cash for each outstanding share of common stock of Dime Bancorp, Inc., a
Delaware corporation ("Dime"), the parent company of Dime Savings Bank of New
York, FSB ("Dime Savings Bank"). On September 29, 2000, without the conditions
to the Offer being satisfied, the Company allowed the offer to expire. Dime
related proposed acquisition expenses incurred were $13.5 million and were
reported as a separate expense in 2000.
In March 1998, New York Bancorp Inc. ("NYB"), the parent company of Home
Federal Savings Bank ("Home"), was acquired through the pooling-of-interests
method of accounting. The Company issued 39.9 million shares of its common stock
to NYB shareholders. NYB had $3.4 billion in total assets, $2.0 billion in net
loans, $1.7 billion in deposit liabilities, $140.3 million in capital and
operated 35 branches in the New York City boroughs of Brooklyn, Queens, and
Richmond as well as Nassau and Suffolk counties of New York.
In December 1997, the Company purchased Superior, formerly Branford
Savings Bank, a Connecticut chartered savings bank for the purpose of
commencing a telebanking operation throughout New England. At December 31,
1997, Superior had total stockholders' equity of $16.6 million. In October
1998, four of the five Superior branches and $67 million in deposit liabilities
were sold for a deposit premium of 9%. In July 2000, Superior's charter was
changed to a national bank. At December 31, 2001, Superior operated from two
locations, had deposits of $ 378 million and continues to market deposit
products as originally planned.
In December 1996, North Side Savings Bank ("North Side") was acquired
using the pooling-of-interests method of accounting. North Side had $1.6 billion
in total assets, $1.2 billion in deposit liabilities, $124.4 million in capital
and operated seventeen full-service banking facilities in the New York City
boroughs of Bronx and Queens, as well as Nassau and Suffolk counties of New
York. The Company issued 22.7 million shares of its common stock to North Side
shareholders.
4
PART I (CONTINUED)
ITEM 1 - BUSINESS (CONTINUED)
GENERAL DEVELOPMENT OF BUSINESS (CONTINUED)
COMPETITION AND NON-BANK ACTIVITIES
In addition to its commercial and electronic banking operations, the
Company owns several non-bank subsidiaries, directly or through North Fork, none
of which accounted for a significant portion of the Company's consolidated
assets as of December 31, 2001 and 2000, nor contributed significantly to the
Company's consolidated results of operations for each of the years in the three
year period ended December 31, 2001.
The Company, through its primary subsidiary North Fork and its
brokerage/investment management subsidiaries, North Fork Investment Services
Corp. and Amivest Corporation, provides a variety of banking and financial
service products to middle market and small business organizations, local
governmental units, and retail customers in the New York metropolitan area.
North Fork's equipment and lease finance company, All Points Capital Corp.,
provides lease finance products and programs on a national basis to qualified
third party originators. Superior conducts an electronic banking operation
focused on gathering deposits throughout the northeast. The Company's major
competitors across the entire line of its products and services are local
branches of large money-center banks headquartered in New York City and other
major commercial banks headquartered in New York State and elsewhere. North Fork
also competes with other independent commercial banks in its marketplace for
loans and deposits, with local savings and loan associations and savings banks
for deposits and mortgage loans, with credit unions for deposits and consumer
loans, with insurance companies and money market funds for deposits, and with
local consumer finance organizations and the financing affiliates of consumer
goods manufacturers (especially automobile manufacturers) for consumer loans. In
setting rate structures for loan and deposit products, management refers to a
wide variety of financial information and indices, including the rates charged
or paid by the major money-center banks, both locally and in the commercial
centers, and the rates fixed periodically by smaller, local competitors.
Superior competes with financial institutions that conduct electronic banking
throughout the northeast for deposits.
The Company and its subsidiaries, in their normal course of business, are
subject to various regulatory statutes and guidelines. Additional information is
set forth in the portions of the Company's 2001 Annual Report to Shareholders
(included herein as Exhibit 13) entitled "Capital" (pages 30-31) in Management's
Discussion and Analysis and "Note 14 - Capital" (pages 66-67) which portions are
incorporated herein by reference.
As of December 31, 2001, the Company and its consolidated subsidiaries had
2,540 full-time equivalent employees.
5
ITEM 2 - PROPERTIES
The Company leases executive and administrative offices located at 275
Broadhollow Road, Melville, New York. The company currently occupies
approximately 90% of this facility representing 111,700 square feet.
North Fork maintains its data processing and operations center in a 52,400
square foot, owned facility, located on Long Island, New York.
Superior is headquartered in an owned facility in Branford, Connecticut.
At December 31, 2001, the Company's bank subsidiaries owned 76 of their
branch offices (see "Note 6 - Premises and Equipment" (page 53) of the Company's
2001 Annual Report to Shareholders which portion is incorporated herein by
reference) and leased 92 branch offices under various lease arrangements
expiring at various times through 2017 (see "Note 16 - Other Commitments and
Contingent Liabilities, Lease Commitments" (page 69) of the Company's 2001
Annual Report to Shareholders which portion is incorporated herein by
reference). The Company is also obligated under various other leases for
facilities that have been vacated, as a result of its consolidation of
operations following its merger and acquisition activities. The facilities owned
or occupied under lease are considered by management to be well located and
suitably equipped to serve as banking and financial services facilities.
ITEM 3 - LEGAL PROCEEDINGS
The Company and its subsidiaries are subject to certain pending and
threatened legal actions which arise out of the normal course of business.
Management believes that the resolution of any pending or threatened litigation
will not have a material adverse effect on its financial condition or results of
operations.
6
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of shareholders during the fourth
quarter of 2001.
ITEM 4A - EXECUTIVE OFFICERS OF THE REGISTRANT
The name, age, position and business experience during the past five years of
each of the executive officers of the Company as of January 1, 2002, are
presented in the following table. The officers are elected annually by the Board
of Directors.
Name Age Positions Held in Most Recent 5 Years
- ---- --- -------------------------------------
John A. Kanas 55 Chairman, President and Chief Executive Officer
of the Company and North Fork, throughout the
past five years.
John Bohlsen 59 Vice Chairman of the Company and North Fork,
throughout the past five years. Mr. Bohlsen also
has been President of the Helm Development Corp.,
a real estate company, throughout the past five
years.
Daniel M. Healy 59 Executive Vice President and Chief Financial
Officer of the Company throughout the past five
years. Mr. Healy also has been a member of the
Company's and North Fork's board of directors
since 2000.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is traded on the New York Stock Exchange under
the symbol NFB. As of March 21, 2002, there were 8,803 shareholders of record of
the Company's common stock.
For additional information regarding dividends and restrictions thereon,
and market price information, refer to the "Selected Financial Data" (pages
12-13), and "Liquidity" (page 30) sections of Management's Discussion and
Analysis, the "Selected Statistical Data" (page 36), and "Note 14 - Capital"
(pages 66-67) of the Company's 2001 Annual Report to Shareholders which portions
are incorporated herein by reference.
ITEM 6 - SELECTED FINANCIAL DATA
The information required by this item is set forth in "Selected Financial
Data" (pages 12-13) of the Company's 2001 Annual Report to Shareholders which
portions are incorporated herein by reference.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this item is set forth in "Management's
Discussion and Analysis", (pages 12-37) of the Company's 2001 Annual Report to
Shareholders which portions are incorporated herein by reference.
7
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is set forth in "Management's
Discussion and Analysis", (pages 12-37) of the Company's 2001 Annual Report to
Shareholders which portions are incorporated herein by reference.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is set forth under the captions
"Quarterly Financial Information" (page 36); the "Consolidated Financial
Statements" (pages 38-43); the Notes to the "Consolidated Financial Statements"
(pages 44-73); the "Independent Auditors' Report" (page 74); and the "Report of
Management" (page 75) of the Company's 2001 Annual Report to Shareholders which
portions are incorporated herein by reference.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on accounting
and financial disclosure as defined in Item 304 of Regulation S-K.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is set forth under the caption
"Election of Directors and Information with Respect to Directors and Officers"
(pages 3-7), in the Company's Definitive Proxy Statement for its Annual Meeting
of Stockholders to be held on Tuesday, April 23, 2002, which is incorporated
herein by reference, and in Part I of this report under the caption Item 4A
"Executive Officers of the Registrant".
ITEM 11 - EXECUTIVE COMPENSATION
The information required by this item is set forth under the captions
"Compensation of Directors" (pages 7-8), "Executive Compensation" (pages 9-13),
and "Retirement Plans" (pages 27-28) in the Company's Definitive Proxy Statement
for its 2002 Annual Meeting of Stockholders.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is set forth under the caption
"Certain Beneficial Ownership" and "Nominees for Director and Directors
Continuing in Office" (pages 3-7) in the Company's Definitive Proxy Statement
for its 2002 Annual Meeting of Stockholders.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is set forth under the caption
"Transactions with Directors, Executive Officers and Associated Persons" (page
28) in the Company's Definitive Proxy Statement for its 2002 Annual Meeting of
Stockholders.
8
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The consolidated financial statements, including notes thereto, and
financial schedules of the Company, required in response to this item
as set forth in response to Part II, Item 8 of this Annual Report are
incorporated herein by reference to the Company's 2001 Annual Report
to Shareholders filed herewith as Exhibit 13.
1. Financial Statements Page No.
-------------------- --------
Consolidated Statements of Income 38
Consolidated Balance Sheets 39
Consolidated Statements of Changes
in Stockholders' Equity 40
Consolidated Statements of Cash Flows 41-42
Consolidated Statements of
Comprehensive Income 43
Notes to Consolidated Financial Statements 44-73
Independent Auditors' Report 74
Report of Management 75
2. Financial Statement Schedules
Schedules to the consolidated financial statements required by
Article 9 of Regulation S-X and all other schedules to the
consolidated financial statements of the Company have been omitted
because they are either not required, are not applicable or are
included in the consolidated financial statements or notes
thereto, which are incorporated herein by reference to the
Company's 2001 Annual Report to Shareholders.
3. Exhibits
The exhibits listed on the Exhibit Index page of this Annual
Report are incorporated herein by reference or filed herewith as
required by Item 601 of Regulation S-K (each management contract
or compensatory plan or arrangement listed therein is identified).
(b) Current Reports on Form 8-K filed during the fourth quarter of 2001.
1. Current Report on Form 8-K dated October 15, 2001 (announcing the
Company's net income for the three and nine months ended September
30, 2001).
2. Current Report on Form 8-K dated November 28, 2001 (announcing
that it will be presenting at the Ryan, Beck & Co. Financial
Services conference on Thursday, November 29, 2001).
9
Pursuant to the requirements of Section 13 or 15(d) of this Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
NORTH FORK BANCORPORATION, INC.
BY: /s/ John A. Kanas
--------------------------------------
JOHN A. KANAS
President and Chief Executive Officer
Dated: March 26, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ John A. Kanas Chairman of the Board, March 26, 2002
- ----------------- President and Chief Executive
John A. Kanas Officer
(Principal Executive Officer)
/s/ Daniel M. Healy Director March 26, 2002
- ------------------- Executive Vice President and
Daniel M. Healy Chief Financial Officer
(Principal Accounting Officer)
/s/ John Bohlsen Director March 26, 2002
- ---------------- Vice Chairman of the Board
John Bohlsen
/s/ Allan C. Dickerson Director March 26, 2002
- ----------------------
Allan C. Dickerson
/s/ Lloyd A. Gerard Director March 26, 2002
- -------------------
Lloyd A. Gerard
/s/ Raymond A. Nielsen Director March 26, 2002
- ----------------------
Raymond A. Nielsen
/s/ James F. Reeve Director March 26, 2002
- ------------------
James F. Reeve
/s/ George H. Rowsom Director March 26, 2002
- --------------------
George H. Rowsom
/s/ Dr. Kurt R. Schmeller Director March 26, 2002
- -------------------------
Dr. Kurt R. Schmeller
/s/ Raymond W. Terry, Jr. Director March 26, 2002
- -------------------------
Raymond W. Terry, Jr.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
2.1 Agreement and Plan of Previously filed on Form 10-K for the year
Reorganization, dated as of ended December 31, 2000, dated March
February 13, 2001 by and among 27, 2001, as Exhibit 2.1 and incorporated
North Fork Bancorporation, Inc., herein by reference.
North Fork Bank and
Commercial Bank of New York
2.2 Assignment and Assumption Agreement Filed herewith
dated November 9, 2001, by and
between North Fork Bank and
Commercial Bank of New York
3.1 Articles of Incorporation of North Previously filed on Form 10-K for the year ended
Fork Bancorporation, Inc. December 31, 1999, dated March 29, 2000, as
Exhibit 3.1 and incorporated herein by reference.
3.2 By-Laws of North Fork Bancorporation, Previously filed on Form 10-K for the year ended
Inc., as amended, effective October 29, December 31, 1998, dated March 29, 1999, as
1998. Exhibit 3.2 and incorporated herein by reference.
4.1 Prospectus for North Fork Capital Previously filed with Post-Effective Amendment
Trust I issuance of Capital Trust No. 1 to the Registrants' registration statement on
Pass-Through Securities. Form S-4, dated May 2, 1997 (Registration No.
333-24419) and incorporated herein by reference.
4.2 Prospectus for North Fork Capital Previously filed with Post-Effective Amendment
Trust II issuance of Capital Trust No. 1 to the Registrants' registration statement on
Pass-Through Securities. Form S-3, dated November 21, 1997 (Registration
No. 333-40311) and incorporated herein by
reference.
4.3 Prospectus for Reliance Capital Previously filed by Reliance Bancorp, Inc. on
Trust I, issuance of Capital Trust Form S-4, dated October 13, 1998 (Registration
Pass-Through Securities. No. 333-64219) and incorporated herein by reference.
10.1 North Fork Bancorporation, Inc. Previously filed with Post-Effective Amendment
Dividend Reinvestment and Stock No. 1 to the Registrant's registration statement on
Purchase Plan, as amended. Form S-3, dated May 16, 1995 (Registration No.
33-54222) and incorporated herein by reference.
10.2(a) North Fork Bancorporation, Inc. Previously filed on Form S-8, dated August 29,
1985 Incentive Stock Option Plan. 1985 (Registration No. 2-99984) and incorporated
herein by reference.
EXHIBIT INDEX (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
10.3(a) North Fork Bancorporation, Inc. Previously filed on Form S-8, dated April
1989 Executive Management 17, 1990 (Registration No. 33-34372) and
Compensation Plan. incorporated herein by reference.
10.4(a) North Fork Bancorporation, Inc. Previously filed on Form S-8, dated May 4, 1994
1994 Key Employee Stock Plan. (Registration No. 33-53467), as amended by the
filing of Form S-8 dated June 7, 1996 (Registration
No. 333-05513) and incorporated herein by
reference.
10.5(a) Form of Change-in-Control Previously filed as Exhibit 10.2 to the Quarterly
Agreement, as entered into between Report on Form 10-Q for the quarter ended
North Fork Bancorporation, Inc. March 31, 1995, and incorporated herein by
and each of John A. Kanas, John reference.
Bohlsen and Daniel M. Healy, each
dated December 20, 1994.
10.6(a) Form of Non-Qualified Stock Option Previously filed on Form 10-K for the year ended
Agreement entered into between North December 31, 1999, dated March 29, 2000, as
Fork Bancorporation, Inc. and John A. Exhibit 10.10(a) and incorporated herein by
Kanas, John Bohlsen, and Daniel M. reference.
Healy, each dated December 13, 1999.
10.7(a) Form of Restricted Stock Agreement, Previously filed on Form 10-K for the year ended
entered into between North Fork December 31, 1999, dated March 29, 2000, as
Bancorporation, Inc. and John A. Exhibit 10.11(a) and incorporated herein by
Kanas, John Bohlsen, and Daniel M. reference.
Healy, each dated December 13, 1999.
10.8(a) North Fork Bancorporation, Inc. 1999 Previously filed on Form 10-K for the year ended
Stock Compensation Plan. December 31, 1999, dated March 29, 2000
(Registration No.333-39536), as Exhibit 10.12(a)
and incorporated herein by reference.
EXHIBIT INDEX (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
10.9(a) North Fork Bancorporation, Inc. 1997 Previously filed on Form S-8, dated June 8, 1998
Non-Officer Stock Plan. (Registration No. 333-56329) and incorporated herein by
reference.
10.10(a) North Fork Bancorporation, Inc. 1998 Previously filed on Form 10-K for the year ended
Stock Compensation Plan, as amended. December 31, 1999, dated March 29, 2000,
(Registration No.333-74713) as Exhibit 10.14(a) and
incorporated herein by reference.
10.11(a) Form of Consulting Agreement, as entered Previously filed on Form 10-K for the year ended
into between North Fork Bancorporation, December 31, 1999, dated March 29, 2000, as
Inc. and Raymond A. Nielsen III, dated Exhibit 10.15(a) and incorporated herein by
December 29, 1999. reference.
10.12(a) Form of Consulting Agreement, as entered Previously filed on Form 10-K for the year ended
into between North Fork Bancorporation, December 31, 1999, dated March 29, 2000, as
Inc. and Thomas M. O'Brien, dated Exhibit 10.16(a) and incorporated herein by
December 31, 1999. reference.
10.13(a) Jamaica Savings Bank FSB Benefit Previously filed by JSB Financial, Inc. on Form
Restoration Plan (Amended and 10-K for the year ended December 31, 1994
Restated) (Registration No.333-94385) and incorporated
herein by reference.
10.14(a) JSB Financial, Inc. 1996 Stock Option Previously filed by JSB Financial, Inc. on the
Plan Proxy Statement dated March 29, 1996, Appendix
A (pages 21-33), and incorporated
herein by reference.
10.15(a) Reliance Bancorp, Inc. 1994 Incentive Previously filed by Reliance Bancorp, Inc. on the
Stock Option Plan Proxy Statement dated October 7, 1994 and
incorporated herein by reference.
10.16(a) Reliance Bancorp, Inc. Amended and Previously filed by Reliance Bancorp, Inc. on
Restated Incentive Stock Option Plan Form 10-K for the period ended June 30, 1998
and (Registration No.333-94381) incorporated
herein by reference.
10.17(a) North Fork Bancorporation, Inc. Previously filed on Form 10-K for the year ended
Amended and Restated Performance Plan. December 31, 2000, dated March 27, 2001, as
Exhibit 10.18 (a) and incorporated herein by
reference.
10.18(a) North Fork Bancorporation, Inc. Annual Filed herewith.
Incentive Compensation Plan
10.19 (a) North Fork Bancorporation, Inc. Previously filed on Form S-8, dated September
401(K) Retirement Savings Plan, as 28, 1992 (Registration No.33-52504) as amended
amended by Exhibit 4 to the Registrant's Registration
Statement on Form S-8 dated February 2, 1996
(Registration No.333-00675) and incorporated herein
by reference. These filings were also amended by
the filing of Form S-8, dated September 20, 2001
(Registration No.333-69700) and incorporated herein
by reference.
10.20(a) North Fork Bancorporation, Inc. Previously filed on Form S-8 dated, September 20,
Key Employee Stock Plan 2001 (Registration No.333-69698) and incorporated
herein by reference.
11 Statement re: Computation of Filed herewith.
Earnings Per Share.
EXHIBIT INDEX (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
13 Pages 12 through 75 of the Company's Filed herewith.
2001 Annual Report to Shareholders
that are incorporated herein by
reference.
21 Subsidiaries of Company. Filed herewith.
23 Accountants' Consent. Filed herewith.
(a) Management contract or compensatory plan or arrangement.