**Exhibit 10.28****EMPLOYMENT AND NONCOMPETITION AGREEMENT**     AGREEMENT, dated this 24th day of November 2003, between Independence Community Bank Corp.(the “Corporation”), a Delaware corporation, Independence Community Bank (the“Bank”), a wholly owned subsidiary of the Corporation, and Harry P. Doherty (the“Executive”).**WITNESSETH**     WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of November 24, 2003 (the“Merger Agreement”) between the Corporation and Staten Island Bancorp, Inc.(“SIB”), SIB shall, as of the Effective Time (as defined in the Merger Agreement), mergewith and into the Corporation, so that the Corporation is the Surviving Company (as defined in theMerger Agreement);     WHEREAS, prior to the consummation of the Merger, the Corporation and SIB will respectivelycause the Bank and SI Bank & Trust (“SI Bank”) to enter into a merger agreement providingfor the merger of SI Bank into the Bank;     WHEREAS, the Executive is presently the Chairman and Chief Executive Officer of SIB and SIBank;     WHEREAS, the Executive has been with SIB since formation and with SI Bank since 1966;     WHEREAS, the Executive has valuable knowledge with respect to SIB and SI Bank and could causesubstantial harm to the Corporation and the Bank if he were to work for a competing entityfollowing completion of the Merger;     WHEREAS, the Corporation and the Bank (collectively, the “Employers”) desire to beensured of the Executive’s continued active participation in the business of the Employers; and     WHEREAS, in order to induce the Executive to remain in the employ of the Employers and inconsideration of the Executive’s agreeing to remain in the employ of the Employers, the partiesdesire to specify the severance benefits which shall be due the Executive by the Employers in theevent that his employment with the Employers is terminated under specified circumstances;     NOW THEREFORE, in consideration of the mutual agreements herein contained, and upon the otherterms and conditions hereinafter provided, the parties hereby agree as follows:
 

 
     **1. Definitions.**The following words and terms shall have the meanings set forth below for thepurposes of this Agreement:     (a) **Annual Compensation.**The Executive’s “Annual Compensation” for purposes of this Agreementshall be deemed to mean the highest level of aggregate Base Salary and any cash bonus paid to theExecutive by the Employers or any subsidiary thereof during the calendar year in which the Date ofTermination occurs (determined on an annualized basis) or either of the two calendar yearsimmediately preceding the calendar year in which the Date of Termination occurs.     (b) **Base Salary.**“Base Salary” shall have the meaning set forth in Section 3(a) hereof.     (c) **Cause.**“Cause” means, when used with respect to the termination of the employment of theExecutive by the Employers, termination due to (i) the Executive’s willful and continued failure tosubstantially perform his employment duties (other than any such failure resulting from theExecutive’s incapacity due to physical or mental illness); (ii) gross negligence in the performanceof the Executive’s duties; (iii) engagement in fraudulent or other illegal activity (including butnot limited to embezzlement, theft, misappropriation of Employer funds, false entries in Employerrecords, or the improper acceptance of money, gifts or other items of value); or (iv) convictionof, or a plea of guilty or no contest to, a crime that constitutes a felony. No act or failure toact on the part of the Executive shall be considered “willful” unless it is done, or omitted to bedone, by the Executive in bad faith or without reasonable belief that the Executive’s action oromission was in the best interests of the Employers.     (d) **Code.**“Code” shall mean the Internal Revenue Code of 1986, as amended.     (e) **Date of Termination.**“Date of Termination” shall mean (i) if the Executive’s employmentis terminated for Cause, the date on which the Notice of Termination is given, and (ii) if theExecutive’s employment is terminated for any other reason, the date specified in the Notice ofTermination.     (f) **Disability.**Termination by the Employers of the Executive’s employment based on“Disability” shall mean termination because of any physical or mental impairment which qualifiesthe Executive for disability benefits under the applicable long-term disability plan maintained bythe Employers or any subsidiary or, if no such plan applies, which would qualify the Executive fordisability benefits under the Federal Social Security System.     (g) **Good Reason.**Termination by the Executive of the Executive’s employment for “Good Reason”shall mean termination by the Executive based on: (i) Without the Executive’s express written consent, the failure toelect or to re-elect or to appoint or to re-appoint the Executive to theoffices of Vice Chairman of the Board of Directors of the Corporation and ViceChairman of the Board of Directors of the Bank, or a material adverse changemade
 

 
   by the Employers in the Executive’s functions, duties or responsibilities asan officer of the Employers; (ii) Without the Executive’s express written consent, a reduction byeither of the Employers in the Executive’s Base Salary as the same may beincreased from time to time or, except to the extent permitted by Section 3(b)hereof, a reduction in the package of fringe benefits provided to theExecutive, taken as a whole;  (iii) Any purported termination of the Executive’s employment forDisability or Retirement which is not effected pursuant to a Notice ofTermination satisfying the requirements of paragraph (i) below;  (iv) A material breach of this Agreement by either of the Employers,which breach has not been cured within fifteen (15) days after a written noticeof non-compliance has been given by the Executive to the Employers; or  (v) The failure by the Employers to obtain the assumption of andagreement to perform this Agreement by any successor as contemplated in Section9 hereof.     (h) **IRS.**IRS shall mean the Internal Revenue Service.     (i) **Notice of Termination.**Any purported termination of the Executive’s employment by theEmployers for any reason, including without limitation for Cause, Disability or Retirement, or bythe Executive for any reason, including without limitation for Good Reason, shall be communicatedby written “Notice of Termination” to the other party hereto. For purposes of this Agreement, a“Notice of Termination” shall mean a dated notice which (i) indicates the specific terminationprovision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts andcircumstances claimed to provide a basis for termination of the Executive’s employment under theprovision so indicated, (iii) specifies a Date of Termination, which shall be not less than thirty(30) nor more than ninety (90) days after such Notice of Termination is given, except in the caseof the Employers’ termination of the Executive’s employment for Cause, which shall be effectiveimmediately; and (iv) is given in the manner specified in Section 10 hereof.     (j) **Retirement.**“Retirement” shall mean voluntary termination by the Executive in accordancewith the Employers’ retirement policies generally applicable to their salaried employees or afterthe attainment of age 65.     **2. Term of Employment.**     (a) The Employers hereby employ the Executive as Vice Chairman of the Boards of Directors ofthe Corporation and of the Bank, and the Executive hereby accepts said employment and agrees torender such services to the Employers on the terms and conditions set forth in this Agreement.Unless earlier terminated pursuant to Section 5 hereof, the term of employment under this Agreementshall be for three years commencing at the Effective Time of the Merger,
 

 
as such terms are defined in the Merger Agreement (the “Employment Period”). The Executiveshall report directly to the President and Chief Executive Officer of the Employers. ThisAgreement shall be null and void if the Effective Time of the Merger does not occur.     (b) During the Employment Period, the Executive shall perform such executive services for theEmployers as may be consistent with his title and from time to time assigned to him by theEmployers’ Boards of Directors or the President and Chief Executive Officer of the Employers. Itis anticipated that the duties of the Executive will include significant responsibilities withrespect to the SI Bank & Trust Division of the Bank, including community and civic affairs, and inassisting the President and Chief Executive Officer of the Employers with respect to potentialmergers and acquisitions of other financial institutions. The Executive shall use his best effortsto advance the interests of the Employers.     (c) Throughout the Employment Period, the Board of Directors of the Bank shall nominate theExecutive to be a director of the Bank when his term expires, subject to its fiduciary duties, andthe Corporation agrees to approve his election as a director of the Bank. Throughout theEmployment Period, the Board of Directors of the Corporation shall nominate the Executive to be adirector of the Corporation when his term expires, subject to its fiduciary duties.     **3. Compensation and Benefits.**     (a) The Employers shall compensate and pay the Executive for his services during theEmployment Period at a minimum base salary of $540,000 per year (“Base Salary”), which maybe increased from time to time in such amounts as may be determined by the Boards of Directors ofthe Employers and may not be decreased without the Executive’s express written consent. Inaddition to his Base Salary, the Executive shall be entitled to receive during the EmploymentPeriod such bonus payments as may be determined by the Boards of Directors of the Employers.     (b) During the Employment Period, the Executive and his spouse and other eligible dependentsshall participate in, and be covered by, all of the health and other welfare benefit plans andprograms that are made available from time to time by the Employers for the benefit of seniorexecutives and/or other employees of the Employers, including but not limited to medical, dental,life and disability insurance (but excluding participation in any general severance policy, plan orprogram of the Employers), at no cost to the Executive; provided, that participation by theExecutive in employee benefit plans of both Employers does not result in duplication of benefits.In addition, the Executive shall be eligible to participate in and receive the benefits of anypension or other retirement benefit plan (excluding the defined benefit pension plan), 401(k),profit sharing, employee stock ownership, or other plans, benefits and privileges given toemployees and executives of the Employers, to the extent commensurate with his then duties andresponsibilities, as fixed by the Boards of Directors of the Employers, subject to the provisionsin the Merger Agreement and provided that nothing herein shall require the Employers to grant anystock options or restricted stock awards to the Executive. The Employers shall not make anychanges in such plans, benefits or privileges which would adversely affect the Executive’s rightsor benefits thereunder, unless such change occurs pursuant to a program applicable to all executiveofficers of the Employers and does not result in a proportionately greater adverse
 

 
change in the rights of or benefits to the Executive as compared with any other executive officerof the Employers. Nothing paid to the Executive under any plan or arrangement presently in effector made available in the future shall be deemed to be in lieu of the salary payable to theExecutive pursuant to Section 3(a) hereof.     (c) During the Employment Period, the Executive shall also be entitled to receive thefollowing benefits at no cost to the Executive: (1) the use of an automobile substantiallycomparable to the automobile currently provided to him by SI Bank, with all of the costs associatedwith such automobile, including but not limited to insurance, gas, maintenance, lease payments andresidual payments, paid by the Employers; and (2) membership dues and fees at a country clubmutually agreed to by the parties.     (d) During the Employment Period, the Executive shall be entitled to paid annual vacation inaccordance with the policies as established from time to time by the Boards of Directors of theEmployers. The Executive shall not be entitled to receive any additional compensation from theEmployers for failure to take a vacation, nor shall the Executive be able to accumulate unusedvacation time from one year to the next, except to the extent authorized by the Boards of Directorsof the Employers.     (e) In the event the Executive’s employment is terminated due to Disability or Retirement, theEmployers shall provide continued life, medical and dental coverage substantially identical to thecoverage maintained by the Employers for the Executive immediately prior to his termination. Suchcoverage shall cease upon the expiration of the otherwise remaining term of the Employment Periodbut for such Disability or Retirement.     (f) The Executive’s compensation, benefits and expenses during the Employment Period shall bepaid by the Corporation and the Bank in the same proportion as the time and services actuallyexpended by the Executive on behalf of each respective Employer.     **4. Expenses.**During the Employment Period, the Employers shall reimburse the Executive orotherwise provide for or pay for all reasonable expenses incurred by the Executive in furtheranceof or in connection with the business of the Employers, including, but not by way of limitation,traveling expenses and all reasonable entertainment expenses, subject to such reasonabledocumentation and other limitations as may be established by the Employers. If such expenses arepaid in the first instance by the Executive, the Employers shall reimburse the Executive therefore.     **5. Termination.**     (a) The Employers shall have the right, upon prior Notice of Termination, to terminate theExecutive’s employment hereunder (1) at any time for Cause, and (2) subsequent to the one-yearanniversary of the Effective Time of the Merger, for any reason, including without limitationtermination for Disability or Retirement. In addition, the Executive shall have the right, uponprior Notice of Termination, to terminate his employment hereunder at any time for any reason.
 

 
     (b) In the event that (i) the Executive’s employment is terminated by the Employers for Causeor (ii) the Executive terminates his employment hereunder other than for Disability, Retirement,death or Good Reason, the Executive shall have no right pursuant to this Agreement to compensationor other benefits pursuant to Sections 3, 4 or 5 hereof for any period after the applicable Date ofTermination.     (c) In the event that the Executive’s employment is terminated as a result of Disability,Retirement or the Executive’s death during the Employment Period, the Executive shall have no rightpursuant to Sections 3, 4 or 5 hereof to compensation or other benefits for any period after theapplicable Date of Termination, except as provided for in Section 3(e) hereof.     (d) In the event that (i) the Executive’s employment is terminated by the Employers for otherthan Cause, Disability, Retirement or the Executive’s death, or (ii) the Executive elects toterminate his employment for Good Reason, then the Employers shall     (A) pay to the Executive, in either equal monthly installments beginning with the firstbusiness day of the month following the Date of Termination or in a lump sum within fivebusiness days of the Date of Termination (at the Executive’s election), a cash severanceamount equal to the Annual Compensation the Executive would have received for the otherwiseremaining term of the Employment Period, and     (B) maintain and provide for a period ending at the earlier of (i) the otherwiseremaining term of the Employment Period or (ii) the date of the Executive’s full-timeemployment by another employer (provided that the Executive is entitled under theterms of such employment to benefits substantially similar to those described in thissubparagraph (B)), at no cost to the Executive, the Executive’s continued participation inall group insurance, life insurance, health and accident insurance, disability insurance andother employee benefit plans, programs and arrangements offered by the Employers in whichthe Executive was entitled to participate immediately prior to the Date of Termination,including the benefits specified in Section 3 hereof (excluding (x) stock option andrestricted stock plans of the Employers, (y) bonuses and other items of cash compensationincluded in Annual Compensation, and (z) other benefits, or portions thereof, included inAnnual Compensation), provided that in the event that the Executive’s participationin any plan, program or arrangement as provided in this subparagraph (B) is barred, orduring such period any such plan, program or arrangement is discontinued or the benefitsthereunder are materially reduced, the Employers shall arrange to provide the Executive withbenefits substantially similar to those which the Executive was entitled to receive undersuch plans, programs and arrangements immediately prior to the Date of Termination.     **6. Mitigation; Exclusivity of Benefits.**     (a) The Executive shall not be required to mitigate the amount of any benefits hereunder byseeking other employment or otherwise, nor shall the amount of any such benefits be reduced by anycompensation earned by the Executive as a result of employment by another
 

 
employer after the Date of Termination or otherwise, except as set forth in Section 5(d)(B)(ii)hereof.     (b) The specific arrangements referred to herein are not intended to exclude any otherbenefits (other than severance under the Employers’ general severance policy, plan or program)which may be available to the Executive upon a termination of employment with the Employerspursuant to employee benefit plans of the Employers or otherwise.     **7. Withholding.**All payments required to be made by the Employers hereunder to the Executive shallbe subject to the withholding of such amounts, if any, relating to tax and other payroll deductionsas the Employers may reasonably determine should be withheld pursuant to any applicable law orregulation.     **8. Noncompetition and Nonsolicitation Provisions.**     (a) The Executive agrees that during the 24-month period following the Employment Period (the“Non-Compete Period”), the Executive will not, directly or indirectly, (i) become adirector, officer, employee, shareholder, principal, agent, consultant or independent contractor ofany insured depository institution, trust company or parent holding company of any such institutionor company which has an office in New York City, New York, or any of Bronx, Kings, Nassau, Queens,Richmond, Rockland, Suffolk or Westchester Counties in the State of New York, or any of Bergen,Essex, Hudson, Middlesex, Ocean, Passaic or Union Counties in the State of New Jersey(collectively, the “Restricted Territory”), or any other entity whose business in theRestricted Territory materially competes with the depository, lending or other business activitiesof the Corporation or its subsidiaries or affiliates (in each case, a “CompetingBusiness”), provided, however, that this provision shall not prohibit theExecutive from owning bonds, non-voting preferred stock or up to five percent (5%) of theoutstanding common stock of any such entity if such common stock is publicly traded, (ii) solicitor induce, or cause others to solicit or induce, any employee of the Corporation or any of itssubsidiaries to leave the employment of such entities, or (iii) solicit (whether by mail,telephone, personal meeting or any other means) any customer of the Corporation or any of itssubsidiaries to transact business with any other entity, whether or not a Competing Business, or toreduce or refrain from doing any business with the Corporation or its subsidiaries, or interferewith or damage (or attempt to interfere with or damage) any relationship between the Corporation orits subsidiaries and any such customers.     (b) In consideration of the obligations and commitments of the Executive under this Section 8,the Corporation shall pay to the Executive an amount equal to $500,000 per year during theNon-Compete Period, payable in monthly installments on the first business day of each month duringthe Non-Compete Period.     (c) Notwithstanding any other provision hereof, the Executive agrees to treat as confidentialall information (excluding, however, information contained in publicly available reports filed bythe Corporation or its subsidiaries with any governmental entity and information published ordisclosed to the public by a third party) concerning the records, properties, books,
 

 
contracts, commitments and affairs of the Corporation and/or its subsidiaries and affiliates,including but not limited to, information regarding accounts, shareholders, finances, strategies,marketing, customers and potential customers (their identities, preferences, likes and dislikes)and other information of a similar nature not available to the public.     (d) It is the intention of the parties hereto that the provisions of this Section 8 shall beenforced to the fullest extent permissible under all applicable laws and public policies, but thatthe unenforceability or the modification to conform with such laws or public policies of anyprovision hereof shall not render unenforceable or impair the remainder of this Section 8. Thecovenants in Section 8(a) of this Agreement with respect to the Restricted Territory shall bedeemed to be separate covenants with respect to each city and county in the Restricted Territory,and should any court of competent jurisdiction conclude or find that this Section 8 or any portionis not enforceable with respect to any city or county in the Restricted Territory, such conclusionor finding shall in no way render invalid or unenforceable the covenants herein with respect to anyother city or county in the Restricted Territory. Accordingly, if any provision shall bedetermined to be invalid or unenforceable either in whole or in part, this Section 8 shall bedeemed amended to delete or modify as necessary the invalid or unenforceable provisions to alterthe balance of this Section 8 in order to render the same valid and enforceable.     (e) The Executive acknowledges that the Corporation would not have entered into the MergerAgreement or intend to consummate the Merger unless the Executive had, among other things, enteredinto Section 8(a) of this Agreement. Any breach of Section 8 of this Agreement will result inirreparable damage to the Corporation for which the Corporation will not have an adequate remedy atlaw. In addition to any other remedies and damages available to the Corporation, the Executivefurther acknowledges that the Corporation shall be entitled to injunctive relief hereunder toenjoin any breach of Section 8 of this Agreement, and the parties hereby consent to an injunctionin favor of the Corporation by any court of competent jurisdiction, without prejudice to any otherright or remedy to which the Corporation may be entitled. The Executive represents andacknowledges that, in light of his experience and capabilities, the Executive can obtain employmentwith other than a Competing Business or in a business engaged in other lines and/or of a differentnature than those engaged in by the Corporation or its subsidiaries or affiliates, and that theenforcement of a remedy by way of injunction will not prevent the Executive from earning alivelihood. In the event of a breach of Section 8 of this Agreement by the Executive, theExecutive acknowledges that in addition to or in lieu of the Corporation seeking injunctive relief,the Corporation may also seek to recoup in a judicial proceeding any or all amounts paid by theCorporation to the Executive pursuant to Section 8(b) hereof. Each of the remedies available tothe Corporation in the event of a breach by the Executive shall be cumulative and not mutuallyexclusive.     **9. Assignability.**The Employers may assign this Agreement and their rights and obligationshereunder in whole, but not in part, to any corporation, bank or other entity with or into whichthe Employers may hereafter merge or consolidate or to which either of the Employers may transferall or substantially all of its respective assets, if in any such case said corporation, bank orother entity shall by operation of law or expressly in writing assume all obligations of theEmployers hereunder as fully as if it had been originally made a party hereto,
 

 
but may not otherwise assign this Agreement or their rights and obligations hereunder. TheExecutive may not assign or transfer this Agreement or any rights or obligations hereunder.     **10. Notice.**For the purposes of this Agreement, notices and all other communications provided forin this Agreement shall be in writing and shall be deemed to have been duly given when delivered ormailed by certified or registered mail, return receipt requested, postage prepaid, addressed to therespective addresses set forth below:       To the Corporation: Secretary    Independence Community Bank Corp.    195 Montague Street    Brooklyn, New York 11201       To the Bank: Secretary    Independence Community Bank    195 Montague Street    Brooklyn, New York 11201       To the Executive: Harry P. Doherty    (at the address shown in the Employers’ records)     **11. Amendment; Waiver.**No provisions of this Agreement may be modified, waived or dischargedunless such waiver, modification or discharge is agreed to in writing and signed by the Executiveand such officer or officers as may be specifically designated by the Boards of Directors of theEmployers to sign on their behalf. No waiver by any party hereto at any time of any breach by anyother party hereto of, or compliance with, any condition or provision of this Agreement to beperformed by such other party shall be deemed a waiver of similar or dissimilar provisions orconditions at the same or at any prior or subsequent time.     **12. Governing Law.**The validity, interpretation, construction and performance of this Agreementshall be governed by the laws of the United States where applicable and otherwise by thesubstantive laws of the State of New York, without regard to the conflicts of laws provisionsthereof.     **13. Nature of Obligations.**Nothing contained herein shall create or require the Employers tocreate a trust of any kind to fund any benefits which may be payable hereunder, and to the extentthat the Executive acquires a right to receive benefits from the Employers hereunder, such rightshall be no greater than the right of any unsecured general creditor of the Employers.     **14. Headings.**The section headings contained in this Agreement are for reference purposes only andshall not affect in any way the meaning or interpretation of this Agreement.
 

 
     **15. Validity.**The invalidity or unenforceability of any provision of this Agreement shall notaffect the validity or enforceability of any other provisions of this Agreement, which shall remainin full force and effect.     **16. Counterparts.**This Agreement may be executed in one or more counterparts, each of which shallbe deemed to be an original but all of which together will constitute one and the same instrument.     **17. Regulatory Prohibition.**Notwithstanding any other provision of this Agreement to the contrary,any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to andconditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act (12U.S.C. §1828(k)) and the regulations promulgated thereunder, including 12 C.F.R. Part 359. In theevent of the Executive’s termination of employment with the Bank for Cause, all employmentrelationships and managerial duties with the Bank shall immediately cease regardless of whether theExecutive remains in the employ of the Corporation following such termination. Furthermore,following such termination for Cause, the Executive will not, directly or indirectly, influence orparticipate in the affairs or the operations of the Bank.     **18. Payment of Costs and Legal Fees and Reinstatement of Benefits.**In the event any dispute orcontroversy arising under or in connection with the Executive’s termination is resolved in favor ofthe Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled tothe payment of all reasonable legal fees incurred by the Executive in resolving such dispute orcontroversy.     **19. Entire Agreement.**This Agreement embodies the entire agreement between the Employers and theExecutive with respect to the matters agreed to herein. All prior agreements between the Employersand the Executive with respect to the matters agreed to herein are hereby superseded and shall haveno force or effect.
 

 
     **IN WITNESS WHEREOF**, this Agreement has been executed as of the date first above written.     Attest:**INDEPENDENCE COMMUNITY**