<PAGE>

                                                                    EXHIBIT 10.5

           INDEPENDENCE COMMUNITY BANK AMENDED AND RESTATED SEVERANCE
                                      PLAN

                                    ARTICLE I
                            ESTABLISHMENT OF THE PLAN

         Independence Savings Bank (the "Bank") hereby establishes the 1998
Amended and Restated Severance Plan (the "Plan").

                                   ARTICLE II
                               PURPOSE OF THE PLAN

         The purpose of this Plan is provide certain specified benefits to
certain Officers as provided herein whose employment is terminated in connection
with or subsequent to a Change in Control of the Bank's parent corporation,
Independence Community Bank Corp. (the "Corporation") (the Bank and the
Corporation are hereinafter collectively referred to as the "Employer").

                                   ARTICLE III
                                   DEFINITIONS

         3.01     ANNUAL COMPENSATION. An Officer's "Annual Compensation" for
purposes of this Plan shall be deemed to mean the aggregate base salary and
incentive compensation (whether cash or equity based as provided herein) earned
by or paid to the Officer by the Employer or any subsidiary thereof during the
calendar year immediately preceding the calendar year in which the Date of
Termination occurs. Notwithstanding the foregoing, for purposes of this Plan, an
Officer's Annual Compensation does not include deferred compensation earned by
the Officer in a prior year but received in the calendar year immediately
preceding the calendar year in which the Date of Termination occurs. In
addition, for purposes of this Agreement, "incentive compensation" shall include
both cash and equity-based incentive compensation; provided, however, that for
purposes of this Agreement equity-based incentive compensation shall only
include grants of restricted share awards ("Restricted Share Incentive Awards")
resulting from incentive compensation awards under the Executive Management
Incentive Compensation Plan or the Officers Incentive Compensation Plan (the
"Incentive Plans") and not options and restricted stock awards granted pursuant
to the 1998 Stock Option Plan, the 1998 Recognition and Retention Plan and Trust
Agreement or the 2002 Stock Incentive Program (collectively, the "Equity Plans")
except to the extent that any such Restricted Share Incentive Awards are granted
under said Equity Plans solely as a result of incentive awards made pursuant to
the terms of the Incentive Plans or any successors thereto; provided, further,
that in the event that at the time of termination the equity-based portion of an
incentive compensation grant has not fully vested, solely for purposes of
calculating an Officer's Annual Compensation in order to determine the amount of
severance due Executive pursuant to the terms of Section 4.01 hereof, such
unvested Restricted Share Incentive Award shall be deemed to have been vested
and paid as of the end of the calendar year immediately preceding the calendar
year in which the Date of

<PAGE>

Termination occurs. For purposes of determining the value of the Restricted
Share Incentive Award deemed vested as of the end of the calendar year
immediately preceding the calendar year in which the Date of Termination occurs
in order to determine the severance due an Officer hereunder, the number of
shares subject to the Restricted Share Incentive Award shall be multiplied by
the fair market value of a share of common stock of the Corporation, determined
as of the date of the grant of the Restricted Share Incentive Award.

         3.02     CAUSE. Termination of an Officer's employment for "Cause"
shall mean termination because of personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or final
cease-and-desist order. For purposes of this paragraph, no act or failure to act
on the Officer's part shall be considered "willful" unless done, or omitted to
be done, by the Officer not in good faith and without reasonable belief that the
Officer's action or omission was in the best interests of the Employer.

         3.03     CHANGE IN CONTROL OF THE CORPORATION. "Change in Control of
the Corporation" shall mean the occurrence of any of the following: (i) the
acquisition of control of the Corporation as defined in 12 C.F.R. Section 574.4,
unless a presumption of control is successfully rebutted or unless the
transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to
such sections; (ii) an event that would be required to be reported in response
to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant
to the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any
successor thereto, whether or not any class of securities of the Corporation is
registered under the Exchange Act; (iii) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation representing 20% or more of the
combined voting power of the Corporation's then outstanding securities; or (iv)
during any period of three consecutive years, individuals who at the beginning
of such period constitute the Board of Directors of the Corporation cease for
any reason to constitute at least a majority thereof unless the election, or the
nomination for election by stockholders, of each new director was approved by a
vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period.

         3.04     CODE. "Code" shall mean the Internal Revenue Code of 1986, as
amended.

         3.05     COMMITTEE. "Committee" means a committee of two or more
directors appointed by the Board pursuant to Article VII hereof.

         3.06     DATE OF TERMINATION. "Date of Termination" shall mean (i) if
an Officer's employment is terminated for Cause, the date on which the Notice of
Termination is given, and (ii) if an Officer's employment is terminated for any
other reason, the date specified in the Notice of Termination.

         3.07     DISABILITY. Termination by the Employer of an Officer's
employment based on "Disability" shall mean termination because of any physical
or mental impairment which qualifies the Officer for disability benefits under
the applicable long-term disability plan

<PAGE>

maintained by the Employer or any subsidiary or, if no such plan applies, which
would qualify the Officer for disability benefits under the Federal Social
Security System.

         3.08     EMPLOYEE. "Employee" shall mean any person, including an
Officer, employed by the Employer on a salaried basis. A person employed by the
Employer on a hourly, commission or fee basis or similar arrangement shall not
be considered an Employee for purposes of this Plan.

         3.09     GOOD REASON. Termination by an Officer of the Officer's
employment for "Good Reason" shall mean termination by the Officer following a
Change in Control of the Corporation based on:

                  (i)      Without the Officer's express written consent, a
                           reduction in the Officer's base salary as in effect
                           immediately prior to the date of the Change in
                           Control of the Corporation or as the same may be
                           increased from time to time thereafter;

                  (ii)     Without the Officer's express written consent, the
                           assignment of any duties or responsibilities which
                           are substantially diminished as compared with the
                           Officer's duties and responsibilities immediately
                           prior to a Change in Control of the Corporation, or a
                           material change in the Officer's reporting
                           responsibilities, titles or offices as an employee
                           and as in effect immediately prior to such a Change
                           in Control of the Corporation, or any removal of the
                           Officer from or any failure to re-elect the Officer
                           to any of such responsibilities, titles or offices,
                           except in connection with the termination of the
                           Officer's employment for Cause, Disability or
                           Retirement or as a result of the Officer's death or
                           by the Officer other than for Good Reason;


                  (iii)    Any relocation of the Officer's principal site of
                           employment to a location more than fifty (50) miles
                           from the principal executive office of the Employers;
                           or

                  (iv)     Any purported termination of the Officer's employment
                           for Disability or Retirement which is not effected
                           pursuant to a Notice of Termination satisfying the
                           requirements of Section 3.11 below.

         3.10     IRS. "IRS" shall mean the Internal Revenue Service.

         3.11     NOTICE OF TERMINATION. Any purported termination of an
Officer's employment by the Employer for any reason or by an Officer for any
reason, including without limitation for Good Reason, shall be communicated by
written "Notice of Termination" to the other party hereto. For purposes of this
Plan, a "Notice of Termination" shall mean a dated notice which (i) indicates
the specific termination provision in this Plan relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Officer's

<PAGE>

employment under the provision 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 case of the
Employers' termination of the Officer's employment for Cause, which shall be
effective immediately; and (iv) is given in the manner specified in Article VIII
hereof.

         3.12     OFFICER. "Officer" shall mean any Employee of the Employer
having the title of Vice President or more senior title who is not a party to a
severance or employment agreement with the Employer that is in effect as of the
date of the Notice of Termination.

         3.13     OFFICER'S SEVERANCE PERIOD. "Officer's Severance Period" shall
mean the period of time over which benefits are payable to an Officer as
provided in Section 4.01 (whether or not the Officer elects to receive the
benefits to be paid pursuant to subsection (a) thereof in a lump sum).

         3.14     RETIREMENT. "Retirement" shall mean voluntary termination by
the Officer in accordance with the Employer's retirement policies, including
early retirement, generally applicable to their salaried employees.

                                   ARTICLE IV
                                    BENEFITS

         4.01     PAYMENTS AND BENEFITS UPON TERMINATION. If the Officer's
employment is terminated subsequent to a Change in Control of the Corporation by
(i) the Employer for other than Cause, Disability, Retirement or the Officer's
death or (ii) the Officer for Good Reason, then the Employer shall:

         (a)      pay to the Officer the following amount of severance
compensation and benefits, subject to reduction as provided in subsections
4.01(c) and (d):

                  (i)      if the Officer has the title of Senior Vice President
at the date of the Change in Control of the Corporation, in either thirty-six
(36) equal monthly installments beginning with the first business day of the
month following the Date of Termination or the present value of such amount in a
lump sum as of the Date of Termination (at the Officer's election), a cash
severance amount equal to three (3) times the Officer's Annual Compensation;

                  (ii)     if the Officer has the title of First Vice President
at the date of the Change in Control of the Corporation, in either twenty-four
(24) equal monthly installments beginning with the first business day of the
month following the Date of Termination or the present value of such amount in a
lump sum as of the Date of Termination (at the Officer's election), a cash
severance amount equal to two (2) times the Officer's Annual Compensation;

                  (iii)    if the Officer has the title of Vice President at the
date of the Change in Control of the Corporation, in either twelve (12) equal
monthly installments beginning with the first business day of the month
following the Date of Termination or the present value of such

<PAGE>

amount in a lump sum as of the Date of Termination (at the Officer's election),
a cash severance amount equal to one (1) times the Officer's Annual
Compensation;

         (b)      maintain and provide for a period ending at the earlier of (i)
the expiration of the Officer's Severance Period or (ii) the date of the
Officer's full-time employment by another employer (provided that the Officer is
entitled under the terms of such employment to benefits substantially similar to
those described in this subparagraph (b)), at no cost to the Officer, the
Officer's continued participation in all group insurance, including life
insurance, health and accident insurance and disability insurance, the Bank's
401(k) Plan, the Bank's Retirement Plan and the Corporation's Employee Stock
Ownership Plan, provided that in the event that the Officer's participation in
any plan, program or arrangement as provided in this subparagraph (b) is barred,
or during such period any such plan, program or arrangement is discontinued or
the benefits thereunder are materially reduced, the Employer shall arrange to
provide the Officer with benefits substantially similar to those which the
Officer was entitled to receive under such plans, programs and arrangements
immediately prior to the Date of Termination. Notwithstanding anything to the
contrary in this subparagraph (b), the Officer shall not be entitled to
participate in any stock option or restricted stock plan or any cash incentive
program or plan subsequent to the Date of Termination.

         (c)      Notwithstanding anything to the contrary herein, the
multiplier used to calculate the amount the payments due an Officer (36, 24 or
12, as the case may be) pursuant to the provisions of Section 4.01(a) shall be
reduced by a number equal to the number of whole months that the Officer
continues to be employed by the Employer or the successor thereto subsequent to
a Change of Control of the Corporation.

         (d)      If the payments and benefits pursuant to Sections 4.01 (a) and
(b) hereof, subject to reduction pursuant to the terms of Section 4.01(c)
hereof, either alone or together with other payments and benefits which the
Officer has the right to receive from the Employer, would constitute a
"parachute payment" under Section 280G of the Code, the payments and benefits
payable by the Bank pursuant to Section 4.01 hereof shall be reduced, in the
manner determined by the Officer, by the amount, if any, which is the minimum
necessary to result in no portion of the payments and benefits payable by the
Bank under Section 4.01 being non-deductible to the Bank pursuant to Section
280G of the Code and subject to the excise tax imposed under Section 4999 of the
Code. The determination of any reduction in the payments and benefits to be made
pursuant to Section 4.01 shall be based upon the opinion of independent counsel
selected by the Bank's independent public accountants and paid by the Bank. Such
counsel shall be reasonably acceptable to the Bank and the Officer; shall
promptly prepare the foregoing opinion, but in no event later than thirty (30)
days from the Date of Termination; and may use such actuaries as such counsel
deems necessary or advisable for the purpose.

         (c)      Nothing contained herein shall result in a reduction of any
payments or benefits to which the Officer may be entitled upon termination of
employment under any circumstances other than as specified in Sections 4.02(a)
and 4.02(b) set forth above, or a reduction in the payments and benefits
specified in Section 4.01 below zero.

<PAGE>

         4.02     MITIGATION; EXCLUSIVITY OF BENEFITS.

         (a)      An Officer shall not be required to mitigate the amount of any
benefits hereunder by seeking other employment or otherwise, nor shall the
amount of any such benefits be reduced by any compensation earned by the Officer
as a result of employment by another employer after the Date of Termination or
otherwise.

         (b)      The specific arrangements referred to herein are not intended
to exclude any other benefits which may be available to an Officer upon a
termination of employment with the Employer pursuant to employee benefit plans
of the Employer or otherwise.

         4.03     WITHHOLDING. All payments required to be made by the Employer
hereunder to the Officer shall be subject to the withholding of such amounts, if
any, relating to tax and other payroll deductions as the Employer may reasonably
determine should be withheld pursuant to any applicable law or regulation.

                                    ARTICLE V
                                   ASSIGNMENT

         The Employer may assign this Plan and its rights and obligations
hereunder in whole, but not in part, to any corporation, bank or other entity
with or into which the Bank or the Corporation may hereafter merge or
consolidate or to which the Bank or the Corporation may transfer all or
substantially all of its respective assets, if in any such case said
corporation, bank or other entity shall by operation of law or expressly in
writing assume all obligations of the Employer hereunder as fully as if it had
been originally made a party hereto, but may not otherwise assign this Plan or
their rights and obligations hereunder. An Officer may not assign or transfer
any rights or benefits due hereunder.

                                   ARTICLE VI
                       DURATION AND EFFECTIVE DATE OF PLAN

         6.01     DURATION. Except in the event of a Change in Control of the
Corporation, this Plan is subject to change or termination, in whole or in part,
at any time without notice, in the Board's sole discretion. In the event of a
Change in Control of the Corporation, this Plan may not be terminated or amended
to reduce the benefits provided hereunder for a period of three (3) years from
the date of the Change in Control of the Corporation.

         6.02     EFFECTIVE DATE. This Plan shall be effective as October 1,
1998.

                                   ARTICLE VII
                                 ADMINISTRATION

         7.01     DUTIES OF THE COMMITTEE. The Plan shall be administered and
interpreted by the Committee, as appointed from time to time by the Board of
Directors of the Bank

<PAGE>

pursuant to Section 7.02. The Committee shall have the authority to adopt, amend
and rescind such rules, regulations and procedures as, in its opinion, may be
advisable in the administration of the Plan, including, without limitation,
rules, regulations and procedures with respect to the operation of the Plan. The
interpretation and construction by the Committee of any provisions of the Plan,
any rule, regulation or procedure adopted by it pursuant thereto shall be final
and binding in the absence of action by the Board of Directors of the Bank.

         7.02     APPOINTMENT AND OPERATION OF THE COMMITTEE. The members of the
Committee shall be appointed by, and will serve at the pleasure of, the Board of
Directors of the Bank. The Board from time to time may remove members from, or
add members to, the Committee, provided the Committee shall continue to consist
of two or more members of the Board. The Committee shall act by vote or written
consent of a majority of its members. Subject to the express provisions and
limitations of the Plan, the Committee may adopt such rules, regulations and
procedures as it deems appropriate for the conduct of its affairs. It may
appoint one of its members to be chairman and any person, whether or not a
member, to be its secretary or agent. The Committee shall report its actions and
decisions to the Board at appropriate times but in no event less than one time
per calendar year.

         7.03     LIMITATION ON LIABILITY. Neither the members of the Board of
Directors of the Bank nor any member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any rule,
regulation or procedure adopted by it pursuant thereto. If a member of the Board
or the Committee is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of anything done or not
done by him in such capacity under or with respect to the Plan, the Bank shall,
subject to the requirements of applicable laws and regulations, indemnify such
member against all liabilities and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in the best interests of the
Bank and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.

                                  ARTICLE VIII
                                  MISCELLANEOUS

         8.01     NOTICE. For the purposes of this Plan, notices and all other
communications provided for in this Plan shall be in writing and shall be deemed
to have been duly given when delivered or mailed by certified or registered
mail, return receipt requested, postage prepaid, addressed, with respect to the
Bank, Secretary, Independence Community Bank, 195 Montague Street, 12th Floor,
Brooklyn, New York 11201, and with respect to an Officer, to the home address
thereof set forth in the records of the Bank at the date of any such notice.

         8.02     GOVERNING LAW. The validity, interpretation, construction and
performance of this Plan shall be governed by the laws of the United States
where applicable and otherwise by the substantive laws of the State of New York.

<PAGE>

         8.03     NATURE OF EMPLOYMENT AND OBLIGATIONS.

         (a)      Nothing contained herein shall be deemed to create other than
a terminable at will employment relationship between the Employer and an
Officer, and the Employer may terminate the Officer's employment at any time,
subject to providing any payments specified herein in accordance with the terms
hereof.

         (b)      Nothing contained herein shall create or require the Employer
to create a trust of any kind to fund any benefits which may be payable
hereunder, and to the extent that the Officer acquires a right to receive
benefits from the Employer hereunder, such right shall be no greater than the
right of any unsecured general creditor of the Employer.

         8.04     HEADINGS. The section headings contained in this Plan are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Plan.

         8.05     VALIDITY. The invalidity or unenforceability of any provision
of this Plan shall not affect the validity or enforceability of any other
provisions of this Plan, which shall remain in full force and effect.

         8.06     REGULATORY PROHIBITION. Notwithstanding any other provision of
this Plan to the contrary, any payments made to an Officer pursuant to this
Plan, or otherwise, are subject to and conditioned upon their compliance with
Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. Section 1828(k))
and the regulations promulgated thereunder, including 12 C.F.R. Part 359.