TRANSITION, CONSULTING AND NON-COMPETITION AGREEMENT

EXHIBIT 10.22(a)

TRANSITION, CONSULTING AND NON-COMPETITION AGREEMENT

      This Transition, Consulting and Noncompetition Agreement (this “Agreement”) by and between North Fork Bancorporation, Inc., a Delaware corporation (the “Company”), and Alan J. Wilzig (the “Executive”), is entered into effective August 18, 2004 (the “Effective Date”).

      WHEREAS, the Executive is currently employed in the positions of Executive Vice President of the Company and North Fork Bank (“NFB”); and

      WHEREAS, the Executive currently serves on the Company’s Board of Directors (the “Board”); and

      WHEREAS, the Executive and the Company are parties to an Employment Agreement dated as of December 16, 2003 (the “Employment Agreement”); and

      WHEREAS, the Executive and the Company have agreed that effective as of December 1, 2004 the Executive will cease employment with the Company and each of it subsidiaries and affiliates (collectively, the “Company Group”); and

      WHEREAS, the Company desires to obtain the benefit of the Executive’s knowledge and experience by retaining the Executive to provide transition and consulting services and the Executive desires to provide such services; and

      WHEREAS, the Company wishes to ensure that the Executive shall be prevented from competing with the Company Group;

      NOW, THEREFORE, in order to effect the foregoing, the Company and the Executive wish to enter into this Agreement upon the terms and subject to the conditions set forth below. Accordingly, in consideration of the premises and the respective covenants and agreements of the parties herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

      1.  Termination of Employment . Effective as of December 1, 2004 (the “Termination Date”), the Executive’s employment with each member of the Company Group shall terminate. Although, his employment shall terminate, the Executive shall continue to serve as a member of the Board for so long as he shall be duly elected. The Company in good faith shall submit the Executive’s name to the Nominating and Governance Committee of the Board for consideration in connection with nominations for director at the Company’s 2005 Annual Meeting in recognition of his service to the Company and the Board. On the Termination Date, the Executive shall be entitled to Accrued Compensation and Other Benefits under the Employment Agreement (each as defined in Section 7(b) of the Employment Agreement).

      2.  Employment Agreement . On the Effective Date, the Employment Agreement and each other employment or similar agreement the Executive shall have entered into with any member of the Company Group shall terminate and shall thereafter be of no force and effect; provided, however, that (1) Section 5(e) of the Employment Agreement, (2) Section 3 of your Employment Agreement, to the extent it relates to Section 15 of the employment agreement, dated September 25, 2002, between the Executive and the Trust Company of New Jersey (“TCNJ”), as amended by the First Amendment, dated as of September, 2003, and the Second Amendment, dated November 12, 2003, (3) the letter agreement dated December 31, 2003 between the Executive and TCNJ and (4) this Agreement shall each survive such termination and continue to be in full force and effect; and further provided, however, that Sections 4 and 5 of the Employment Agreement shall survive until the expiration of the Transition Period (as defined below).

      3.  Transition Period Duties . From the Effective Date until the Termination Date (the “Transition Period”) (1) the Executive’s duties and responsibilities will be to assist (a) the Company with respect to transition and integration matters arising out of the merger of TCNJ into NFB (the “Merger”) and the transition of TCNJ’s customers to NFB and (b) Douglas Kennedy’s transition to President of the Company’s New Jersey operations, and (2) the Executive shall make himself reasonably available to the Company during

      4.  Transition Period Compensation and Benefits; 2004 Bonus . During the Transition Period, the Executive shall be provided with the compensation and benefits provided for in Section 4(a) and Section 5 of the Employment Agreement. In respect of his service in 2004, the Executive will be paid, in a lump sum in cash, a bonus of $713,325 at the same time as bonuses are paid to other senior executives of the Company, provided, however, that such bonus shall be paid prior to January 31, 2005.

      5.  Post-Transition Period Benefits . Subject to the Executive’s compliance with Sections 7 and 8 hereof, then:

      6.  Severance for Secretary and Driver . If the employment of the Executive’s current secretary, Maria Nicosia, or current driver, Ehab Zied, is terminated by the Company or any member of the Company Group prior to January  1, 2006 for any reason other than for cause, death or disability or if such employee elects to voluntarily terminate such employment after November 30, 2005 and prior to January 1, 2006 then each will be provided, upon his or her termination, with the severance benefits that would have been provided under TCNJ’s severance plan if the employee’s employment had been terminated without cause within 18 months following the consummation of the Merger under TCNJ’s severance plan (as in effect immediately prior to the Merger).

      7.  Consulting Services . Subject to the Company’s compliance with its obligations under Sections 1, 2, 4, 5, 6, 7 and 9 of this Agreement, during the period commencing on the Termination Date and until the third anniversary thereof (the “Consulting Term”), the Executive shall perform such services as the Company shall reasonably request to assist the Company in effecting an orderly and efficient transition and integration in respect of the Merger (including the transition of TCNJ’s customers to NFB). The Executive shall in no event be required to provide consulting services to the Company hereunder in excess of 20 hours during any