##### 



SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-K/A [X]
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2003 [  ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from       to 0-23229
(Commission File Number) INDEPENDENCE COMMUNITY BANK CORP. (Exact name of registrant as specified in its charter)
 Delaware
    
    11-3387931(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)
 195 Montague Street, Brooklyn, New York
    
    11201(Address of principal executive office)
    
    (Zip Code)
 (718) 722-5300 
 (Registrants telephone number, including area code)
 Securities Registered Pursuant to Section 12(b) of the Act:
None Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(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 twelve months (or for such shorter period that the
Registrant was required to file reports) and (2) has been subject to such
requirements for the past 90 days. YES [X]  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
amendments to this Form 10-K. [  ] Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12-b-2 of the Act). YES [X ]  NO [  ]. The aggregate market value of the 45,809,233 shares of the Registrants
common stock held by non-affiliates (54,741,962 shares outstanding less
8,932,729 shares held by affiliates), based upon the closing price of $28.14
for the Common Stock on June 30, 2003, the last business day in the
Registrants second quarter, was approximately $1.29 billion. Shares of Common
Stock held by each executive officer and director, the Registrants 401(k) Plan
and Employee Stock Ownership Plan and by each person who owns 5% or more of the
outstanding Common Stock have been excluded since such persons may be deemed
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes. As of February 29, 2004, there were 54,741,962 shares of the Registrants
common stock issued and outstanding.




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##### 



EXPLANATORY NOTE The sole purpose of filing this Form 10-K/A is to include information
required by Items 10 through 14 of Form 10-K which was permitted to be
incorporated by reference pursuant to the provisions of Instruction G.(3) of
the General Instructions to the Form 10-K. INDEPENDENCE COMMUNITY BANK CORP.
FORM 10-K/A TABLE OF CONTENTS PART IIIITEM 10.
    
    Directors and Executive Officers of the Registrant
    
    
    1ITEM 11.
    
    Executive Compensation
    
    
    5ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    14ITEM 13.
    
    Certain Relationships and Related Transactions
    
    
    19ITEM 14.
    
    Principal Accountant Fees and Services
    
    
    19PART IVITEM 15.
    
    Exhibits, Financial Statement Schedules, and Reports on Form 8-K
    
    
    20SIGNATURES




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##### 



PART III 
 Item 10. Directors and Executive Officers of the Registrant Nominees for Director and Directors Whose Terms Continue The following tables present information concerning our nominees for
director who will be presented for election at an annual meeting of
stockholders expected to be held in June 2004 and the directors whose terms
continue, including each such persons tenure as a director of Independence or
its subsidiaries. Ages are reflected as of April 15, 2004. No director or
nominee for director is related to any other director or executive officer of
Independence or any of its subsidiaries by blood, marriage or adoption. Nominees for Director for a Three-Year Term Expiring in 2007 Principal Occupation During
    
    DirectorName
    
    Age
    
    The Past Five Years
    
    SinceRohit M. Desai
    
    
    65
    
    
    Director; Chairman and
    
    
    1992President of Desai CapitalManagement, Inc., New York,New York.  Director of theRouse Company, FinleyEnterprises, Inc., SitelCorporation and Triton PCS.Charles J. Hamm
    
    
    66
    
    
    Chairman of the Board; served
    
    
    1975as Chairman, President andChief Executive Officer ofthe Company and the Bank from1996 until March 2001; priorthereto, Mr. Hamm served asthe President and ChiefExecutive Officer.Scott M. Hand
    
    
    61
    
    
    Director; Chairman and Chief
    
    
    1987Executive Officer of INCOLimited, a mining and metalscompany headquartered inOntario, Canada since April2001; formerly President ofINCO Limited. Director ofP.T. International NickelIndonesia Tbk.David L. Hinds
    
    
    57
    
    
    Director; retired; previously
    
    
    2004served as Managing Directorfor Global Cash Managementand Trade Finance and invarious other managementpositions at DeutscheBank/Bankers Trust Company,New York, New York from 1970to 2000.  Director of CarverBancorp, Inc. and SBLI MutualLife Insurance Company.Maria Fiorini Ramirez
    
    
    56
    
    
    Director; Chief Executive
    
    
    2000Officer, Maria FioriniRamirez, Inc., New York, NewYork, a global economicconsulting firm, since 1992.
 Nominee for Director for a Two-Year Term Expiring in 2006 Principal Occupation During
    
    DirectorName
    
    Age
    
    the Past Five Years
    
    SinceDonald M. Karp
    
    
    67
    
    
    Vice Chairman of the Board;
    
    
    1999previously, Chairman and ChiefExecutive Officer of Broad NationalBancorporation, Newark, New Jersey,from 1991 to 1999 prior to itsmerger with the Company in July1999.
 1




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##### 



Nominees for Director for a One-Year Term Expiring in 2005 Principal Occupation During
    
    DirectorName
    
    Age
    
    the Past Five Years
    
    SinceRobert B. Catell
    
    
    67
    
    
    Director; Chairman and Chief
    
    
    1984Executive Officer of KeySpanEnergy Corporation, Brooklyn, NewYork, since August 1998; Chairmanand Chief Executive Officer ofBrooklyn Union, Brooklyn, NewYork, since May 1996.  Directorof KeySpan Energy Corporation andthe Houston Exploration Company.Robert W. Gelfman
    
    
    72
    
    
    Director; retired; previously
    
    
    1988senior counsel with the law firmof Paul, Hastings, Janofsky &Walker, New York, New York from2000 to 2003; of counsel with thelaw firm of Battle Fowler LLP,New York, New York, from August1999 to July 2000; partner ofBattle Fowler LLP from 1974 toAugust 1999.
 Directors With Terms Expiring in 2006 Principal Occupation During
    
    DirectorName
    
    Age
    
    the Past Five Years
    
    SinceChaim Y. Edelstein
    
    
    61
    
    
    Director; Chairman, 7th Online
    
    
    1991Inc.; formerly Chairman of theBoard of Hills Stores, Inc. from1995 to 1998 and Chairman andChief Executive Officer of theA&S division of FederatedDepartment Stores from 1984 to1994.Alan H. Fishman
    
    
    58
    
    
    Director; President and Chief
    
    
    2001Executive Officer of the Companyand the Bank since March 2001;previously, President and ChiefExecutive Officer ofContiFinancial Corporation fromJuly 1999 to December 2000 andManaging Partner of ColumbiaFinancial Partners, L.P. from1992 to March 2001.  Director ofKeySpan Energy Corporation.Denis P. Kelleher
    
    
    65
    
    
    Director; Chief Executive
    
    
    2004Officer of Wall Street Access(formerly Wall StreetInvestors), a financial servicecompany, New York, New York,since 1981.  Director of TheIreland Fund, Inc.Allan Weissglass
    
    
    69
    
    
    Director; Chairman, Magruder
    
    
    2004Color Company, Inc., afamily-owned organic pigmentsmanufacturer, Elizabeth, NewJersey; previously served asPresident and Chief ExecutiveOffice of Magruder from 1962 to2002. Member of the AdvisoryBoard of Liberty MutualInsurance Co.Victor M. Richel
    
    
    65
    
    
    Vice Chairman of the Board;
    
    
    2000previously, Chairman, Presidentand Chief Executive Officer ofStatewide Financial Corp.,Jersey City, New Jersey, from1995 to 2000 prior to its mergerwith the Company in January2000.
 2




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##### 



Directors With Terms Expiring in 2005 Principal Occupation During
    
    DirectorName
    
    Age
    
    the Past Five Years
    
    SinceWillard N. Archie
    
    
    60
    
    
    Director; retired; certified
    
    
    1994public accountant and ChiefExecutive Officer and ManagingPartner of Mitchell & Titus, LLP,New York, New York, an accountingand management consulting firm,from January 1998 to December2000. Director of Security MutualLife Insurance.Harry P. Doherty
    
    
    61
    
    
    Vice Chairman of the Board;
    
    
    2004previously, Chairman, Presidentand Chief Executive Officer ofStaten Island Bancorp, Inc.,Staten Island, New York, from1990 until its merger withIndependence in April 2004.John P. Morris
    
    
    65
    
    
    Director; self-employed;
    
    
    2004previously served in variouspositions at Merrill Lynch, NewYork, New York, until hisretirement in 1997, includingVice President of the CapitalMarkets and Private Clientgroups.
 A stockholder who desires to recommend a prospective nominee for the board
should notify our Secretary or any member of the Corporate Governance and
Nominating Committee in writing with whatever supporting material the
stockholder considers appropriate. Audit Committee The Audit Committee, which is chaired by Mr. Desai and is currently
comprised of Messrs. Archie, Catell, Gelfman, Hand, Morris and Weissglass, met
six times during 2003. Our board of directors also has affirmatively
determined that each member of the Audit Committee of the board of directors is
independent within the meaning of applicable laws and regulations and the
requirements of the Nasdaq Stock Market, Inc. Our board has determined that
Mr. Archie meets the requirements established by the Securities and Exchange
Commission for qualification as an audit committee financial expert as well as
has accounting or related financial expertise within the meaning of the Nasdaq
Stock Market, Inc. listing requirements. Executive Officers Who Are Not Also Directors The following information is provided with respect to each person who
currently serves as an executive officer of Independence but does not serve on
Independences board of directors. There are no arrangements or understandings
between Independence and any such person pursuant to which such person has been
elected an officer, and no such officer is related to any director or other
officer of Independence by blood, marriage or adoption. Ages are reflected as
of April 15, 2004. Principal Occupation DuringName
    
    Age
    
    the Past Five YearsFrank W. Baier
    
    
    38
    
    
    Executive Vice President, Chief Financial Officer and Treasurer of the Bank sinceAugust 15, 2003; previously served as Senior Vice President and Treasurer from June 1,2001; Mr. Baier previously served with ContiFinancial Corporation in variouscapacities including Senior Vice President and Chief Financial Officer from 1999 untilMay 2001, Vice President and Treasurer from 1997 until 1999 and Director, CorporateFinance from 1996 until 1997.  Mr. Baier is a certified public accountant.
 3




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##### 



Principal Occupation DuringName
    
    Age
    
    the Past Five YearsJohn A. Dorman
    
    
    65
    
    
    Executive Vice President and
President of the Advisory Council of Independence Community Bank;
previously headed the Business Banking Division of the Bank since August 1999; previously, President of Broad from 1992 to 1999 prior to its merger with the Company in July 1999.Brendan Dugan
    
    
    56
    
    
    Executive Vice President-Business
Banking Division since November 2003; previously Chief Operating Officer, Commercial
Markets Group, Citibank, NA, New York, New York, from June 2001 to August 2003; prior
to that, he served as President and Chief Operating Officer, European
American Bank, New York, New York, from 1992 to June 2001.Gary M. Honstedt
    
    
    54
    
    
    Executive Vice President -
Commercial Real Estate Lending Division of the Bank since March 2001;
previously, Senior Vice President - Commercial Real Estate Lending from April 1996 to March 2001; Mr. Honstedt joined the Bank in 1986.Harold A. McCleery
    
    
    56
    
    
    Executive Vice President - Chief
Credit Officer of the Bank since May 2001; Mr. McCleery previously
served as Executive Vice President and Chief Credit Officer of Bank Austria U.S. from July 2000 until May 2001; prior thereto served as Executive Vice
President of First Union National Bank (and its predecessor, First Fidelity Bank, Newark, New Jersey) from 1996 until July 2000.Terence J. Mitchell
    
    
    51
    
    
    Executive Vice President 
Consumer Banking Division of the Bank since April 1999; Executive Vice President - Director of Retail Banking from July 1998 to March 1999; Mr. Mitchell joined the Bank in 1974.Frank S. Muzio
    
    
    51
    
    
    Senior Vice President and
Controller of the Bank since April 1998; previously, Senior Vice President - Planning and Analysis of Dime Bancorp, Inc. subsequent to its merger
with Anchor Bancorp, Inc. in January 1995 and served as Senior Vice
President and Controller of Anchor Bancorp, Inc. from 1993 to 1995. Mr. Muzio is a certified public accountant.John K. Schnock
    
    
    60
    
    
    Senior Vice President, Secretary and Counsel of the Bank since 1996 and of the Company
since 1997; Mr. Schnock joined the Bank in 1972.
 Section 16(a) Beneficial Ownership Reporting Compliance Under Section 16(a) of the Exchange Act, our directors and executive
officers and certain persons who own more than 10% of the Common Stock are
required:      to file reports of their ownership of the Common Stock and any changes
in that ownership with the Securities and Exchange Commission and the Nasdaq
Stock Market, Inc. by specific dates, and      
to furnish us with copies of the reports. Based on our records and other information, we believe that all of these
filing requirements were satisfied by our directors and executive officers in
2003 except that one report, covering one transaction, was filed late by Mr.
Dugan. 4




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##### 



Involvement in Certain Legal Proceedings In May 2000, ContiFinancial Corporation filed a voluntary petition for
relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code. At the
time of such filing, Mr. Fishman was serving as President and Chief Executive
Officer of ContiFinancial Corporation. Mr. Baier was then serving as Senior
Vice President and Chief Financial Officer. Mr. Fishman joined ContiFinancial
Corporation in July 1999 and resigned in December 2000; Mr. Baier joined
ContiFinancial Corporation in 1996 and resigned in May 2001. Code of Ethics The Company has adopted a Code of Ethics that applies to its principal
executive officer and principal financial officer, as well as directors, other
officers and employees of the Company and the Bank. A copy of the Code of
Ethics may be found on the Companys website at www.myindependence.com. 
 Item 11. Executive Compensation Compensation of Executive Officers and Transactions With Management The following table discloses compensation received by our chief executive
officer and our four other most highly compensated executive officers from the
Bank for each of the three years ended December 31, 2003. These individuals,
each of whom also serves as an executive officer of Independence, do not
receive any separate compensation from Independence. Summary Compensation Table Annual Compensation
    
    Long Term CompensationAwards
    
    PayoutsOther AnnualName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Compensation
    
    Restricted
    
    Securities
    
    LTIP
    
    All OtherPrincipal Position
    
    Fiscal Year
    
    Salary(1)
    
    Bonus
    
    (4)
    
    Stock
    
    Underlying Options
    
    Payouts
    
    Compensation(9)Alan H. FishmanPresident and Chief
    
    
    2003
    
    
    $
    575,000
    
    
    $
    310,500
    (2)
    
    
    
    
    
    $
    243,558
    (5)
    
    
    
    
    
    
    
    
    
    $
    26,438Executive
    
    
    2002
    
    
    
    525,965
    
    
    
    496,800
    (3)
    
    
    
    
    
    
    515,684
    (6)
    
    
    110,000
    
    
    
    
    
    
    
    20,678Officer(10)    
    
    2001
    
    
    
    403,851
    
    
    
    464,940
    
    
    
    
    
    
    
    3,375,000
    (7)
    
    
    300,000
    
    
    
    
    
    
    
    Frank W. BaierExecutive Vice
    
    
    2003
    
    
    $
    245,000
    
    
    $
    116,927
    (2)
    
    
    
    
    
    $
    74,112
    (5)
    
    
    50,000
    (8)
    
    
    
    
    
    $
    26,438President  Chief
    
    
    2002
    
    
    
    206,923
    
    
    
    72,765
    (3)
    
    
    
    
    
    
    86,882
    (6)
    
    
    20,000
    
    
    
    
    
    
    
    20,678Financial Officer(10)
    
    
    2001
    
    
    
    116,153
    
    
    
    54,028
    
    
    
    
    
    
    
    469,000
    (7)
    
    
    40,000
    
    
    
    
    
    
    
    Harold A. McCleery
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    26,438Executive Vice
    
    
    2003
    
    
    $
    260,000
    
    
    $
    112,596
    (2)
    
    
    
    
    
    $
    71,341
    (5)
    
    
    
    
    
    
    
    
    
    
    20,678President  Chief
    
    
    2002
    
    
    
    243,654
    
    
    
    141,863
    (3)
    
    
    
    
    
    
    201,474
    (6)
    
    
    50,000
    
    
    
    
    
    
    
    Credit Officer (10)
    
    
    2001
    
    
    
    144,615
    
    
    
    121,160
    
    
    
    
    
    
    
    650,300
    (7)
    
    
    50,000
    
    
    
    
    
    
    
    Gary M. HonstedtExecutive Vice
    
    
    2003
    
    
    $
    260,000
    
    
    $
    116,927
    (2)
    
    
    
    
    
    $
    785,862
    (5)
    
    
    
    
    
    
    
    
    
    $
    51,833President -
    
    
    2002
    
    
    
    206,538
    
    
    
    125,494
    (3)
    
    
    
    
    
    
    195,056
    (6)
    
    
    50,000
    
    
    
    
    
    
    
    43,151Business Banking
    
    
    2001
    
    
    
    167,800
    
    
    
    101,504
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    26,661Terence J. MitchellExecutive Vice
    
    
    2003
    
    
    $
    255,000
    
    
    $
    107,738
    (2)
    
    
    
    
    
    $
    68,253
    (5)
    
    
    
    
    
    
    
    
    
    $
    58,163President  Consumer
    
    
    2002
    
    
    
    238,653
    
    
    
    133,158
    (3)
    
    
    
    
    
    
    183,471

    (6)
    
    
    45,000
    
    
    
    
    
    
    
    48,356Banking
    
    
    2001
    
    
    
    227,692
    
    
    
    133,405
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,701
   (1)
    
    Does not include amounts deferred by an officer in prior years (and
previously reported) and received by such officer in the current fiscal
year. (Footnotes continued on following page) 5




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(2)
    
    Reflects cash portion of bonus paid in February 2004 pursuant to the
Banks Executive Management Incentive Compensation Plan for 2003 (2003
Incentive Plan). A portion of the bonus was paid in the form of a grant
of restricted shares of Common Stock pursuant to the 1998 Recognition and
Retention Plan and Trust Agreement (Recognition Plan).(3)
    
    Reflects cash portion of bonus paid in February 2003 pursuant to the
Banks Executive Management Incentive Compensation Plan for 2002 (2002
Incentive Plan). A portion of the bonus was paid in the form of a grant
of restricted shares of Common Stock pursuant to the Recognition Plan.(4)
    
    Does not include amounts attributable to miscellaneous benefits received
by the named executive officers. In the opinion of management of the
Bank, the costs to the Bank of providing such benefits to each of the
named executive officers during the fiscal year ended December 31, 2003
did not exceed the lesser of $50,000 or 10% of the total of annual salary
and bonus reported for the individual.(5)
    
    Represents the grant in February 2004 of 6,152, 1,872, 1,872, 1,802 and
1,724 shares of restricted Common Stock to Messrs. Fishman, Baier,
Honstedt, McCleery and Mitchell, respectively, pursuant to the Recognition
Plan which had a value at the date of grant of $243,558, $74,112, $74,112,
$71,341 and $68,253, respectively, as a part of the bonus paid under the
2003 Incentive Plan. Dividends paid on the restricted Common Stock
subject to such grants are held in the Recognition Plan and paid to the
recipient when the restricted Common Stock vests. For Mr. Honstedt, also
includes a grant of 25,000 shares made on July 1, 2003 which vest over
four years and had a value of $711,750 at the date of grant. The value of
the shares subject to all grants of restricted stock to such individuals
that remained unvested at December 31, 2003 were $4,508,413, $1,541,472,
$1,498,020, $1,360,018 and $579,063 with respect to Messrs. Fishman,
Baier, Honstedt, McCleery and Mitchell, respectively.(6)
    
    Includes the grant in February 2003 of 7,467, 1,094, 2,132, 1,886 and
2,001 shares of restricted Common Stock to Messrs. Fishman, Baier,
McCleery, Honstedt and Mitchell, respectively, pursuant to the Recognition
Pan which had a value at the date of grant of $194,814, $28,542, $55,624,
$49,206 and $52,206, respectively, as part of the bonus paid under the
2002 Incentive Plan. Dividends paid on the restricted Common Stock
subject to such grants are held in the Recognition Plan and paid to the
recipient when the restricted Common Stock vests.Also includes the grants in June 2002 of 11,000, 2,000, 5,000, 5,000 and
4,500 shares of restricted Common Stock, respectively, pursuant to the
Recognition Plan to Messrs. Fishman, Baier, McCleery, Honstedt and
Mitchell, respectively, which had a value at the date of grant of
$320,870, $58,340, $145,850, $145,850 and $131,265, respectively, and
vesting in full in June 2006. Dividends paid on the restricted Common
Stock subject to such grants are held in the Recognition Plan and will be
paid to the recipients when the Common Stock vests.(7)
    
    Represents awards of restricted Common Stock pursuant to the Recognition
Plan for 200,000 shares to Mr. Fishman in March 2001, 25,000 shares to Mr.
Baier in June 2001 and 35,000 shares to Mr. McCleery in May 2001.
Dividends paid on the restricted Common Stock subject to such grants are
held in the Recognition Plan and are paid to the recipient when the
restricted Common Stock vests. Each of these awards vests at the rate of
20% per year starting on the first anniversary of the date of grant.(8)
    
    Consists of stock options awarded in July 2003 to the named officer
pursuant to the 2002 Plan. The options vest at the rate of 25% per year
starting on the first anniversary of the date of grant.(9)
    
    Consists of amounts allocated on behalf of Messrs. Fishman, Baier,
Honstedt, McCleery and Mitchell pursuant to the ESOP and the 401(k) Plan.(10)
    
    Mr. Fishman was appointed President and Chief Executive Officer on March
12, 2001, Mr. Baier was appointed Senior Vice President and Treasurer on
June 1, 2001 and Mr. McCleery was appointed Executive Vice President 
Chief Credit Officer on May 21, 2001. 6




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##### 



Options/SAR Grants in 2003 The following table provides information relating to option grants
pursuant to our stock option plans during 2003 to our named executive officers. Options
    
    % of Total Options
    
    Exercise
    
    
    
    
    
    Fair Value ofName
    
    Granted (1)
        Granted to Employees
    
    Price (2)
    
    Expiration Date
    
    Options (3)Frank W. Baier
    
    
    50,000
    
    
    
    21.2
    %
    
    $
    28.47
    
    
    
    7/1/2013
    
    
    $
    395,035
   (1)
    
    Consists of stock options exercisable at the rate of 25% per year from
the date of grant.(2)
    
    The exercise price was based on the fair market value of a share of
Common Stock on the date of grant.(3)
    
    The fair value of the options granted was estimated using the
Black-Scholes Pricing Model. Under such analysis, the risk-free interest
rate was assumed to be 2.90%, the expected life of the options to be six
years, the expected volatility to be 31.8992% and the dividend yield to be
2.25% per share. Aggregated Option Exercises in 2003 and Year-end Option Values The following table provides information relating to option exercises in
2003 by our named executive officers and the value of such officers
unexercised options at December 31, 2003. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES Number of
    
    Value of UnexercisedUnexercised
    
    Options atShares Acquired on
    
    Value
    
    Options at Year End
    
    Year End(1)Name
    
    Exercise
    
    Realized
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableAlan H. Fishman
    
    
    
    
    
    
    
    
    
    
    147,500
    
    
    
    262,500
    
    
    $
    2,478,400
    
    
    $
    3,998,100Frank W. Baier
    
    
    
    
    
    
    
    
    
    
    21,000
    
    
    
    89,000
    
    
    
    309,360
    
    
    
    890,040Gary M. Honstedt
    
    
    
    
    
    
    
    
    
    
    45,500
    
    
    
    54,500
    
    
    
    789,310
    
    
    
    569,940Harold M. McCleery
    
    
    
    
    
    
    
    
    
    
    32,500
    
    
    
    67,500
    
    
    
    432,800
    
    
    
    776,700Terence J. Mitchell
    
    
    20,000
    
    
    $
    392,846
    
    
    
    223,304
    
    
    
    33,750
    
    
    
    4,881,114
    
    
    
    229,500
   (1)
    
    Based on a per share market price of $35.970 at December 31, 2003. Severance and Employment Agreements We have entered into Change in Control Agreements with Messrs. Fishman,
Baier, Honstedt, McCleery and Mitchell (as well as certain other executive
officers). The agreements have terms of three years and are extended each year
for a successive, additional one-year period upon approval by the board of
directors unless either
the board of directors or the individual elects in writing, not less than 30
days prior to the annual anniversary date, not to extend the term. 7




---



##### 



The agreements provide that if certain adverse actions are taken with
respect to the individuals employment following a change in control, as
defined, of Independence or the Bank, the individual will be able to terminate
his or her employment and be entitled to a cash severance payment equal to
three times the individuals annual compensation. In addition, the individual
will be entitled to a continuation of benefits similar to those he is receiving
at the time of such termination for the remaining term of the agreement or
until he obtains full-time employment with another employer, whichever occurs
first. A change in control generally is defined in the agreements to include any
change in control of Independence or the Bank required to be reported under the
federal securities laws, as well as (i) the acquisition by any person of 20% or
more of our outstanding voting securities and (ii) a change in a majority of
our directors during any two-year period without the approval of at least
two-thirds of the persons who were directors at the beginning of such period. The agreements also provide that in the event that any of the payments to
be made thereunder or otherwise upon termination of employment are deemed to
constitute excess parachute payments within the meaning of Section 280G of
the Internal Revenue Code, and such payments will cause the executive officer
to incur an excise tax under the Internal Revenue Code, Independence shall pay
the executive officer an amount such that after payment of all federal, state
and local income tax and any additional excise tax, the executive will be fully
reimbursed for the amount of such excise tax. Excess parachute payments
generally are payments in excess of three times the recipients average annual
compensation from the employer includable in the recipients gross income
during the most recent five taxable years ending before the date of a change in
control of the employer (base amount). Recipients of excess parachute
payments are subject to a 20% excise tax on the amount by which such payments
exceed the base amount, in addition to regular income taxes, and payments in
excess of the base amount are not deductible by the employer as compensation
expense for federal income tax purposes. Because the amount of the payments
and benefits that could constitute a parachute payment is dependent upon the
timing, price and structure of any change in control that may occur in the
future, it is not possible at this time to quantify the severance benefits
payable to an executive under the agreements. In connection with the entering into the definitive merger agreement with
Staten Island, Independence, Independence Community Bank and Mr. Doherty
entered into an employment and noncompetition agreement. Under the terms of
the employment and noncompetition agreement, Mr. Doherty will serve as Vice
Chairman of both the board of directors of Independence and of the Bank for a
three-year term which commenced on the completion of the merger with Staten
Island on April 12, 2004. He is entitled to a minimum base salary of $540,000
per year and bonus payments as determined by the boards of directors of
Independence and the Bank. The agreement provides that, if Mr. Doherty is
terminated by Independence or the Bank without cause, or if Mr. Doherty
terminates his employment for good reason, he will be entitled to a cash
severance amount equal to the Annual Compensation Mr. Doherty would have
received for the remainder of the term of the agreement and benefit
continuation, at no cost, for a period ending on the earlier of (i) the end of
the term, or (ii) Mr. Dohertys full time employment by another employer that
offers substantially similar benefits. For purposes of the agreement, Annual
Compensation means the highest level of aggregate base salary and cash bonus
paid to Mr. Doherty during the calendar year in which the termination occurs or
either of the two calendar years immediately preceding the calendar year in
which the termination occurs. The agreement further provides that, during the 24-month period following
the end of Mr. Dohertys employment with Independence and the Bank, he will not
compete with Independence or the Bank, solicit employees or solicit customers
to transact business with any other entity or refrain from transacting business
with Independence or the Bank. In consideration of this commitment by Mr.
Doherty, Independence will pay Mr. Doherty $500,000 per year during the
restricted period, payable in monthly installments. Independence also maintains a severance plan which covers certain officers
who are not otherwise covered by change in control agreements. Such plan
provides certain severance benefits to participants whose employment is
terminated or whose job responsibilities are substantially reduced in
connection with or subsequent to a change in
control of Independence. The severance plan uses the same definition of
change in control as the change in control agreements discussed above. 8




---



##### 



Benefits Retirement Plan.The Bank maintains a non-contributory, tax-qualified
defined benefit pension plan for eligible employees. All salaried employees
who had attained at least the age of 21 and who had completed at least one hour
of service as of July 31, 2000 are eligible to participate in the pension plan.
The pension plan was amended in June 2000 to cease admission of any new
participants after July 31, 2000. The pension plan provides for a benefit for
each participant, including the eligible named executive officers, equal to 2%
of the participants final average compensation as of July 31, 2000 (average
W-2 compensation during the highest 60 consecutive months of employment)
multiplied by the participants years (and any fraction thereof) of eligible
employment for service up to and including July 31, 2000 and 1% of the
participants final average compensation multiplied by the participants years
(and any fraction thereof) of eligible employment on or after August 1, 2000.
A participant is fully vested in his or her benefit under the pension plan
after five years of service. The pension plan is funded by the Bank on an
actuarial basis and all assets are held in trust by the pension plan trustee. The following table illustrates the maximum annual benefit payable upon
retirement at age 65 (in single life annuity amounts with no offset for Social
Security benefits) at various levels of compensation and years of service under
the pension plan and the Supplemental Executive Retirement Plan maintained by
the Bank. Years of Service(1)(2)Remuneration (3)(4)
    
    15
    
    20
    
    25
    
    30$  125,000
    
    $
    37,500
    
    
    $
    50,000
    
    
    $
    62,500
    
    
    $
    75,000150,000
    
    
    45,000
    
    
    
    60,000
    
    
    
    75,000
    
    
    
    90,000175,000
    
    
    52,500
    
    
    
    70,000
    
    
    
    87,500
    
    
    
    105,000200,000
    
    
    60,000
    
    
    
    80,000
    
    
    
    100,000
    
    
    
    120,000225,000
    
    
    67,500
    
    
    
    90,000
    
    
    
    112,500
    
    
    
    135,000250,000
    
    
    75,000
    
    
    
    100,000
    
    
    
    125,000
    
    
    
    150,000300,000
    
    
    90,000
    
    
    
    120,000
    
    
    
    150,000
    
    
    
    180,000400,000
    
    
    120,000
    
    
    
    160,000
    
    
    
    200,000
    
    
    
    240,000450,000
    
    
    135,000
    
    
    
    180,000
    
    
    
    225,000
    
    
    
    270,000500,000
    
    
    150,000
    
    
    
    200,000
    
    
    
    250,000
    
    
    
    300,000600,000
    
    
    180,000
    
    
    
    240,000
    
    
    
    300,000
    
    
    
    360,000700,000
    
    
    210,000
    
    
    
    280,000
    
    
    
    350,000
    
    
    
    420,000800,000
    
    
    240,000
    
    
    
    320,000
    
    
    
    400,000
    
    
    
    480,000900,000
    
    
    270,000
    
    
    
    360,000
    
    
    
    450,000
    
    
    
    540,0001,000,000
    
    
    300,000
    
    
    
    400,000
    
    
    
    500,000
    
    
    
    600,000
   (1)
    
    The annual retirement benefits shown in the table do not reflect a
deduction for Social Security benefits. There are no other offsets to
benefits. The amounts reflect the maximum benefit; the benefit amounts
payable could be less if based in whole or in part on service after August
1, 2000.(2)
    
    The maximum years of service credited for benefit purposes is 30 years.(3)
    
    The average annual final compensation for computing benefits under the
pension plan cannot exceed $205,000 (as adjusted for subsequent years
pursuant to Internal Revenue Code provisions). Benefits in excess of the
limitation are provided through the Supplemental Executive Retirement
Plan, discussed below.(4)
    
    For the fiscal year of the pension plan beginning on January 1, 2004, the
maximum annual benefit payable under the pension plan cannot exceed
$165,000 (as adjusted for subsequent years pursuant to Internal
Revenue Code provisions). 9




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##### 



The following table sets forth the years of credited service and the
average annual compensation determined as December 31, 2003 for each of the
named executive officers other than Messrs. Fishman, Baier and McCleery who are
not participants in the pension plan. Years of Credited
    
    Average AnnualService
    
    EarningsGary M. Honstedt
    
    
    17 7/12
    
    
    $
    241,733Terence J. Mitchell
    
    
    29 1/2
    
    
    $
    315,768
 Supplemental Executive Retirement Plan.The Bank has adopted the
Supplemental Executive Retirement Plan to provide for eligible employee
benefits that would be due under its pension plan if such benefits were not
limited under the Internal Revenue Code. Supplemental Executive Retirement
Plan benefits provided with respect to the pension plan are reflected in the
pension table. Messrs. Honstedt and Mitchell, are participants in the
Supplemental Executive Retirement Plan. Compensation Committee Interlocks and Insider Participation For the fiscal year ended December 31, 2003, the Compensation Committee of
the boards of directors of Independence and the Bank determined the salaries
and bonuses of our executive officers. The Compensation Committee also reviews
and approves the salaries and bonuses for our other officers. The Compensation
Committee met nine times during 2003. The report of the Compensation Committee
with respect to compensation for our Chief Executive Officer and all of our
other executive officers for the fiscal year ended December 31, 2003 is set
forth below. Report of the Compensation Committee The following discussion provides information relative to the compensation
and benefits provided to the President and Chief Executive Officer and certain
other executive officers for the fiscal year ending December 31, 2003 and sets
forth the report of the Compensation Committee. Compensation Philosophy The Compensation Committee is responsible for administering the Companys
executive compensation program, reviewing on an annual basis the base salary
and other compensation for all executive officers, including the President and
Chief Executive Officer, and recommending to the board the establishment of
appropriate compensation programs for the Companys executive officers. In conducting its review, the Compensation Committee receives information
and recommendations from the President and Chief Executive Officer with respect
to the compensation of executive officers other than himself. The President
and Chief Executive Officer does not participate in the Compensation
Committees review of his own compensation. As an integral part of the process
of establishing appropriate levels of compensation for the Companys executive
officers, the Compensation Committee receives recommendations from outside
compensation consultants, considers the objectives and performance of the
Company, reviews the individual performance and level of responsibility of each
executive officer and takes into account executive compensation practices at
comparable financial institutions. The purposes of the Companys executive compensation program are to
attract, retain and motivate a highly competent executive team; align executive
compensation with stockholder interests; link compensation to performance, both
corporate and individual, within a context of fiscal responsibility; achieve a
balance between short-term and long-term results with recognition given to
individual and business unit contributions; and maintain compensation levels
that are competitive with comparable financial institutions, particularly those
operating in the
Companys primary market area. The Companys executive compensation program is
designed to provide an incentive for executive officers to drive the Companys
business to new operating and profit levels so as to make the 10




---



##### 



Company a top
performer in its industry. Although the discussion below describes the
methodology used to establish compensation levels in 2003, the process of
evaluating and determining the most appropriate executive compensation
structure is an ongoing matter and accordingly, the Compensation Committee may
determine to use the same or a different methodology to establish compensation
levels in future years. Components of the Compensation Program The three primary components of the Companys executive compensation
program are base salary, annual incentive compensation and long-term incentive
compensation. Base Salary.The Compensation Committee reviews market data compiled by
outside consultants on the Companys peer group, supplemented by general
industry information, to assess the competitiveness of the base salary of the
Chief Executive Officer and other executive officers. The Committee considers
the job performance and contribution to the successful operation of the Company
by the Chief Executive Officer and other executive officers (and in the case of
executive officers other than the Chief Executive Officer, the Committee also
considers the job performance evaluation and recommendation of the Chief
Executive Officer before approving a salary adjustment for such executive
officer) in determining any adjustment to the officers salary. Executive base
salaries are intended to be at market average levels with the opportunity for
compensation above market levels to come from the incentive compensation
portion of the compensation program. Annual Incentive Compensation.The Companys annual incentive
compensation program is designed to provide additional annual compensation
based on the achievement of performance targets approved by the Compensation
Committee and the Board of Directors. Members of the Banks management
committee participated in the 2003 Incentive Plan. Except for the Chief
Executive Officer, whose award is based solely on corporate performance, annual
incentive compensation awards are based upon a combination of corporate
performance measured in diluted earnings per share and return on average
assets, each equally weighted, the performance of the officers business unit
or functional area of responsibility and the officers individual performance.
In the case of executive officers other than the Chief Executive Officer, the
Compensation Committee considers the recommendation and evaluation of the Chief
Executive Officer with respect to the individual performance of each officer
and that of his or her business unit. Based on the attainment of diluted earnings per share of $2.60 and return
on average assets of 1.580% for the fiscal year ending December 31, 2003, the
corporate component of annual incentive compensation awards was 90% of the
target award. As provided in the 2003 Incentive Plan, a portion of each
participants award was paid in cash; the remainder was paid in stock vesting
over a three year period, with the number of shares determined by applying a
15% discount to the closing price on the date of the award. The stock portion
of such award was made pursuant to restricted stock grants pursuant to the 1998
Recognition and Retention Plan and Trust Agreement (Recognition Plan). The 2003 incentive compensation award approved in February 2004 by the
Compensation Committee for the Chief Executive Officer was $554,058, of which
$310,500 was paid in cash. The remainder was paid in the form of a grant of
6,152 restricted shares vesting pro rata over a three year period pursuant to
the Recognition Plan. Other executive officers, whose incentive compensation
awards are based on business unit and individual performance as well as
corporate performance, received awards ranging from 43% - 71% of base salary. Long-Term Incentives.The Compensation Committee considers long-term
incentive awards for executive officers which are generally in the form of
restricted stock or stock option awards pursuant to a plan approved by the
board of directors and if applicable, the stockholders. Stock option awards
have an exercise price equal to the fair market value of a share of stock on
the date of the award; stock option awards and restricted stock awards
generally vest pro rata over a multi-year period although certain restricted
stock awards have used four year cliff vesting (no vesting occurs until the
fourth anniversary of the grant, at which time the grants becomes 100% vested).
In approving such awards, the Compensation Committee considers stock option and
restricted stock awards as a means to motivate the executive and reward the
creation of stockholder value; takes into account the performance of the
Company and relative total stockholder return; looks at the value of such
awards granted to
executives in peer financial institutions, the banking industry and industry in
general; and includes consideration of the executives individual performance,
retention considerations and awards granted in prior years. 11




---



##### 



During 2003, the Committee approved long-term incentive awards for three
executive officers for an aggregate of 70,000 shares of restricted Common Stock
pursuant to the Recognition Plan and stock option awards aggregating 155,000
shares to four executive officers pursuant to the Companys 1998 Stock Option
Plan, such stock option awards vesting pro rata over four years and having an
exercise price equal to the fair market value of a share of stock on the date
of the award. Beginning in 2003, the Company decided to expense stock options in
accordance with Financial Accounting Standards Board Statements Nos. 123 and
148. In fiscal 2003, the Company recognized $153,000 (pre-tax) with respect to
the expensing of options granted in 2003. The Compensation Committee will
consider the effect of the expensing of options in future option grant levels. Compensation of the President and Chief Executive Officer.The
Compensation Committee approved and the Board of Directors ratified an annual
salary of $725,000 for Mr. Fishman, effective March 1, 2004. The salary
adjustment for Mr. Fishman followed an analysis of the salaries of chief
executive officers at peer group financial institutions in the Companys
primary market area, the significant contribution that the chief executive
officer makes to the successful operations of the Company and the performance
of Mr. Fishman in his position as President and Chief Executive Officer of the
Company. No specific formula was used by the Committee to establish Mr.
Fishmans salary, which had been $575,000 since September, 2002. The Companys Compensation Committee during 2003 consisted of the
following Directors, each of whom was an independent outside director. Messrs.
Kolowsky, MacKay and Ratcliff now serve in the capacity of Director Emeritus,
effective April 12, 2004, as a result of the restructuring of the board in
connection with the merger with Staten Island Bancorp. The Compensation Committee Scott M. Hand, Chairman
    
    Malcolm MacKayWillard N. Archie
    
    Mario Fiorini RamirezDonald E. Kolowsky
    
    Wesley D. Ratcliff
 12




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##### 



PERFORMANCE GRAPH The graph below compares the performance of the Common Stock with that of
the Nasdaq Composite Index (U.S. Companies) and the SNL $5 billion to $10
billion Thrift Index (the SNL Index) from December 31, 1998 through December
31, 2003. The SNL Index is an index created by SNL Securities, L.P.,
Charlottesville, Virginia, a nationally recognized analyst of financial
institutions. The graph is based on the investment of $100 in the Common Stock
at its closing price on December 31, 1998. The cumulative returns include the
payment of dividends by the Company. The Company changed its fiscal year end
from March 31st to December 31st, effective December 31, 2001. (PERFORMANCE GRAPH) Period EndingIndex
    
    12/31/98
    
    12/31/99
    
    12/31/00
    
    12/31/01
    
    12/31/02
    
    12/31/03Independence Community Bank Corp.
    
    
    100.00
    
    
    
    79.51
    
    
    
    103.62
    
    
    
    150.66
    
    
    
    170.98
    
    
    
    247.80NASDAQ  Total US
    
    
    100.00
    
    
    
    185.95
    
    
    
    113.19
    
    
    
    89.65
    
    
    
    61.67
    
    
    
    92.90SNL $5B to $10B Thrift Index
    
    
    100.00
    
    
    
    90.03
    
    
    
    117.70
    
    
    
    135.38
    
    
    
    161.25
    
    
    
    233.53
 13




---



##### 



Compensation of Directors Members of the Banks board of directors receive $2,000 ($1,500 in 2003)
per meeting attended of the board, $1,250 ($1,000 in 2003) per meeting attended
of the Executive Committee and Audit Committee and $1,000 ($850 in 2003) per
meeting attended of all other committees, except for Mr. Fishman who does not
receive any fees for service on the board and board committees. Board fees are
subject to periodic adjustment by the board of directors. In addition,
non-employee directors receive an annual retainer. Such retainer was $20,000
in 2003 and has been increased to $25,000 for 2004. In addition, starting in
2004, the Chairman of the Audit Committee will receive an annual retainer of
$2,000. Under the Directors Fee Plan approved by stockholders of Independence
at the 2001 Annual Meeting, non-employee directors receive their annual
retainer in shares of Common Stock. For 2003, each non-employee-director
received 760 shares of Common Stock in lieu of cash. Directors may also elect
to receive all or a portion of the remainder of their fees earned in shares of
Common Stock. In addition to fees paid to directors for board and committee
meetings, non-employee directors of Independence at the time of the adoption of
the 1998 Stock Option Plan (Option Plan) and the 1998 Recognition and
Retention Plan and Trust Agreement (Recognition Plan) participated in such
plans. Stock option grants and restricted stock awards were issued to each of
the non-employee directors then serving in September 1998 subsequent to
stockholder approval of the Option Plan and the Recognition Plan which vested
pro rata over five years with the last portion vesting in September 2003. In
June 2002, each non-employee director received a grant of a compensatory stock
option pursuant to the 2002 Stock Incentive Plan (2002 Plan) covering 3,000
shares of Common Stock (except Ms. Ramirez who received a compensatory stock
option covering 9,000 shares). The options vest at the rate of 25% per year
starting on the first anniversary of the date of grant and have exercise prices
equal to the fair market value of the Common Stock on the date of grant. Our non-employee directors may defer all or any portion of the board and
committee fees and retainer as well as the awards received under the
Recognition Plan received from Independence, including the shares of Common
Stock received as payment for the annual retainer. Benefits are payable upon
the dates selected by the directors for the distribution in a lump sum or in
equal annual installments over a period not to exceed ten years. The directors
have the right to direct the investment of the deferred amounts except that any
compensation deferred that would have been in the form of shares of Common
Stock (such as the retainer) must be deemed invested in shares of Common Stock. In connection with the acquisition of Broad National Bancorporation in
1999, we entered into a five-year consulting agreement with Mr. Karp. Mr. Karp
receives $75,000 per year plus certain fringe benefits under the terms of the
consulting agreement with us. The consulting agreement terminates in August
2004. In addition, in connection with the acquisition of Statewide Financial
Corp. in 2000, we entered into a five-year consulting agreement with Mr.
Richel. Mr. Richel receives $125,000 per year plus certain fringe benefits
under the terms of the consulting agreement with us. The consulting agreement
terminates in January 2005. We also entered into a three-year employment
agreement with Mr. Doherty in connection with entering into the agreement to
acquire Staten Island Bancorp in November 2003. The report of the Compensation Committee included herein and the report of
the Audit Committee to be included in the proxy statement for the annual
meeting of stockholders to be held in 2004 shall not be deemed filed into this
filing or any other filing by the Company under the Exchange Act or Securities
Act of 1933 except to the extent the Company specifically incorporates said
reports herein or therein by reference thereto. 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters Beneficial Ownership of Common Stock The following table sets forth information as to the Common Stock
beneficially owned as of April 15, 2004 by (i) each of our nominees for
election as director and each of our directors whose term will continue after
the annual meeting, (ii) each of our executive officers named in the Summary
Compensation Table below, (iii) all of our nominees for director, directors
whose terms will continue after the annual meeting and executive officers as a
group 14




---



##### 



and each person or entity, including any group as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), who was known to us to be the beneficial owner of 5% or more
of the outstanding common stock. Amount and NatureName of Beneficial
    
    of BeneficialOwner or Number of
    
    Ownership as of
    Percent of CommonPersons in Group
    
    April 15, 2004 (1)
    StockIndependence
Community Bank Corp.Employee Stock Ownership Plan Trust
195 Montague Street
Brooklyn, New York 11201
    
    
    5,358,780
    (2)
    
    
    6.5
    %Private Capital Management, Inc.
3003 Tamiami Trail North
Naples, Florida 34103
    
    
    5,247,518
    (3)
    
    
    6.3
    %Directors:Willard N. Archie
    
    
    207,648
    (4)(5)
    
    
    *Robert B. Catell
    
    
    283,593
    (4)(5)
    
    
    *Rohit M. Desai
    
    
    279,633
    (4)(5)
    
    
    *Harry P. Doherty
    
    
    795,895
    (5)(6)(7)
    
    
    1.2
    %Chaim Y. Edelstein
    
    
    257,460
    (5)
    
    
    *Alan H. Fishman
    
    
    473,777
    (4)(5)(8)(9)(10)(11)
    
    
    *Robert W. Gelfman
    
    
    196,923
    (4)(5)(12)
    
    
    *Charles J. Hamm
    
    
    1,434,005
    (4)(5)
    
    
    2.8
    %Scott M. Hand
    
    
    252,023
    (4)(5)
    
    
    *David L. Hinds
    
    
    15,487
    (5)
    
    
    *Donald M. Karp
    
    
    783,117
    (5)(13)
    
    
    *Denis P. Kelleher
    
    
    199,578
    (5)(6)(14)
    
    
    *John R. Morris
    
    
    157,327
    (5)(6)(15)
    
    
    *Maria Fiorini Ramirez
    
    
    11,127
    (4)(5)
    
    
    *Victor M. Richel
    
    
    33,732
    (11)
    
    
    *Allan Weissglass
    
    
    100,629
    (5)(6)(16)
    
    
    *Other Senior Executive Officers:Frank W. Baier
    
    
    84,157
    (5)(8)(10)
    
    
    *Gary M. Honstedt
    
    
    115,137
    (5)(8)(10)(11)
    
    
    *Harold A. McCleery
    
    
    90,661
    (5)(8)(10)
    
    
    *Terence J. Mitchell
    
    
    357,523
    (4)(5)(8)(10)(11)
    
    
    *All directors and executive
officers as a group (24 persons)
    
    
    6,566,542
    (17)
    
    
    11.2
    %
   *
    
    Represents less than 1% of the outstanding shares of Common Stock.(1)
    
    The number of shares beneficially owned by the persons set forth above is
determined under rules under Section 13 of the Exchange Act, and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, an individual is considered to
beneficially own any shares of Common Stock if he or she directly or
indirectly has or shares: (i) voting power, which includes the power to
vote or to direct the voting of the shares, or (ii) investment power,
which includes the power to dispose or direct the disposition of the
shares. Unless otherwise indicated, an individual has sole voting power
and sole investment power with respect to the indicated shares. (Footnotes on the following page) 15




---



##### 



(2)
    
    The Independence Community Bank Corp. Employee Stock Ownership Plan Trust
(Trust) was established pursuant to the Independence Community Bank
Corp. Employee Stock Ownership Plan (ESOP). RSGroup Trust Company is
the trustee (Trustee) of the Trust. As of April 15, 2004 1,415,771 of
the shares held by the ESOP had been allocated to the accounts of
participating employees. Under the terms of the ESOP, the Trustee will
generally vote the allocated shares held in the ESOP in accordance with
the instructions of the participating employees. Unallocated shares held
in the ESOP will generally be voted in the same ratio on any matter as
those allocated shares for which instructions are given, subject in each
case to the fiduciary duties of the ESOP trustees and applicable law. Any
allocated shares which either abstain on the proposal or are not voted
will be disregarded in determining the percentage of stock voted for and
against each proposal by the participants and beneficiaries. The amount
of Common Stock beneficially owned by all directors and executive officers
as a group does not include the shares held by the ESOP, other than shares
allocated to an executive officer as a participant.(3)
    
    This information is based on a Schedule 13G filed with the Securities and
Exchange Commission for the year ended December 31, 2003.(4)
    
    Includes shares held by the Independence Community Bank Corp. Deferred
Compensation Plan (the Deferred Compensation Plan) as follows: Name
    
    No. of sharesWillard N. Archie
    
    
    41,721Robert B.Catell
    
    
    84,575Rohit M. Desai
    
    
    85,854Alan H. Fishman
    
    
    124,159Robert W. Gelfman
    
    
    85,856Charles J. Hamm
    
    
    369,646Scott M. Hand
    
    
    54,514Terence J. Mitchell
    
    
    101,804Maria Fiorini Ramirez
    
    
    4,877
 Each director and executive officer named above disclaims beneficial
ownership of such shares except to the extent of their personal pecuniary
interest therein.(5)
    
    Includes shares subject to stock options which are currently or will
first become exercisable within 60 days of April 15, 2004 as follows: Name
    No. of OptionsWillard N. Archie
    
    
    142,779Frank W. Baier
    
    
    29,000Robert B.Catell
    
    
    192,779Rohit M. Desai
    
    
    192,779Harry P. Doherty
    
    
    233,740Chaim Y. Edelstein
    
    
    192,779Alan H. Fishman
    
    
    207,500Robert W. Gelfman
    
    
    107,779Charles J. Hamm
    
    
    906,768Scott M. Hand
    
    
    182,779
 (Footnotes continued on following page) 16




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##### 



Name
    
    No. of OptionsDavid L. Hinds
    
    
    15,487Gary M. Honstedt
    
    
    50,500Donald M. Karp
    
    
    2,834Denis P. Kelleher
    
    
    68,144Harold A. McCleery
    
    
    42,500Terence J. Mitchell
    
    
    223,304John R. Morris
    
    
    68,144Maria Fiorini Ramirez
    
    
    6,250Victor M. Richel
    
    
    750Allan Weissglass
    
    
    21,681
  (6)
    
    Reflects approximate number of shares received in connection with the
merger of Staten Island Bancorp into Independence pursuant to an exchange
ratio of 0.6195 shares of Independence for each share of Staten Island
common stock.(7)
    
    Includes 464,203 shares held jointly with Mr. Dohertys spouse, 2,423
shares held by a child of Mr. Doherty who resides with him, 68,240 shares
held by SI Bank & Trusts 401(k) Plan, 5,089 shares held by the Staten
Island Directors Deferred Compensation Plan, and 22,198 shares allocated
to him pursuant to the Staten Island ESOP.(8)
    
    Includes with respect to the following persons shares allocated to each
individual pursuant to grants made under the Recognition Plan but which
have not vested. Name
    
    No. of sharesFrank W. Baier
    
    
    42,666Alan H. Fishman
    
    
    124,719Gary M. Honstedt
    
    
    41,458Harold A. McCleery
    
    
    37,634Terence J. Mitchell
    
    
    15,925
  (9)
    
    Includes 80,000 shares held in the Recognition Plan for Mr. Fishman which
are contingent upon the achievement of certain performance goals
established pursuant to the terms of the Recognition Plan. Until such
performance goals are satisfied and the shares vest, such shares are voted
by the trustees of the Recognition Plan. Such shares are included in the
amount shown in Footnote 8 for Mr. Fishman.(10)
    
    Includes allocated shares held in the ESOP and shares contributed by the
Company on the following individuals behalf based on their contributions
to the Independence Community Bank 401(k) Savings Plan in RSI Retirement
Trust (the 401(k) Plan): Name
    
    No. of sharesAlan H. Fishman
    
    
    1,491Frank W. Baier
    
    
    1,491Gary M. Honstedt
    
    
    9,581Harold A. McCleery
    
    
    1,491Terence J. Mitchell
    
    
    11,715
 (Footnotes continued on following page) 17




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##### 



(11)
    
    Includes shares held in the 401(k) Plan as follows: Name
    
    No. of
sharesAlan H. Fishman
    
    
    908Gary M. Honstedt
    
    
    5,854Terence J. Mitchell
    
    
    4,775Victor M. Richel
    
    
    9,804
  Does not include any shares contributed to the 401(k) plan on their
behalf by the Company and held in the ESOP. See Footnote 10 above(12)
    
    Includes 288 shares owned by Mr. Gelfmans spouse. Mr. Gelfman disclaims
beneficial ownership with respect to the 288 shares owned by his spouse.(13)
    
    Includes 295,454 shares under shared voting and dispositive authority
with Harriet M. Alpert, 41,267 shares owned by Mr. Karps spouse, 67
shares owned by a company of which Mr. Karp is a director, and 81,066
shares held in various trusts of which Mr. Karp or his spouse is the
trustee.(14)
    
    Includes 1,627 shares held individually by Mr. Kellehers spouse and
51,045 shares held by the Staten Island Directors Deferred Compensation
Plan.(15)
    
    Includes 79,004 shares held jointly with Mr. Morris spouse, 4,119 shares
held individually by Mr. Morris spouse and 6,058 shares held by Mr.
Morris in his individual retirement account.(16)
    
    Includes 1,615 shares held individually by Mr. Weissglass spouse, 30,293
shares owned by Magruder Color Company, Inc. of which Mr. Weissglass is
President and Chief Executive Officer, and 12,700 shares held by the
Weissglass Charitable Trust of which Mr. Weissglass is a trustee. Mr.
Weissglass disclaims beneficial ownership with respect to the shares owned
by Magruder Color Company, Inc.(17)
    
    Includes 233,615 shares held by the Recognition Plan which may be voted
by directors and executive officers pending vesting and distribution,
84,613 shares held by the Recognition Plan which are voted by the trustees
thereof, 47,331 shares allocated to executive officers pursuant to the
ESOP and 3,079,363 shares which may be acquired by directors and executive
officers upon the exercise of stock options which are currently or will
first become exercisable within 60 days of April 15, 2004. Equity Compensation Plan Information The following table provides information as of December 31, 2003 with
respect to shares of Common Stock that may be issued under the Companys
existing equity compensation plans which include the 1998 Stock Option Plan,
the Recognition Plan and the 2002 Stock Incentive Plan (collectively, the
Plans). Each of the Plans has been approved by the Companys stockholders. The table does not include information with respect to shares of Common
Stock subject to outstanding options granted under equity compensation plans
assumed by the Company in connection with mergers and acquisitions of the
companies which originally granted those options. Note 3 to the table sets
forth the total number of shares of Common Stock issuable upon the exercise of
assumed options as of December 31, 2003 and the weighted average exercise price
of those options. No additional options may be granted under those assumed
plans. 18




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##### 



Number of securitiesremaining available forNumber of securities to
    
    Weighted-average
    
    future issuance under equitybe issued upon exercise
    
    exercise price of
    
    compensation plansof outstanding options,
    
    outstanding options,
    
    (excluding securitieswarrants and rights
    
    warrants and rights
    
    reflected in column (a))Plan Category
    
    (a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    
    6,222,829
    (1)
    
    $
    16.80
    (1)
    
    
    2,080,153
    (2)(3)Equity compensation
plans not approved
by security
holders(4)
    
    
    5,000
    
    
    
    12.94
    
    
    
    Total
    
    
    6,227,829
    
    
    $
    16.80
    
    
    
    2,080,153
   (1)
    
    Included in such number are 363,771 shares which are subject to restricted stock grants which
were not vested as of December 31, 2003. The weighted average exercise price excludes restricted
stock grants.(2)
    
    Does not take into account shares available for future issuance under the Directors Fee
Plan, under which the $20,000 annual retainer payable to each of the Companys non-employee
directors is payable in shares of Common Stock. Because the number of shares of Common Stock
issuable under the Directors Fee Plan is based on a formula and not a specific reserve amount,
the number of shares which may be issued pursuant to this plan in the future is not determinable.
This plan was approved by stockholders in May 2001. During the year ended December 31, 2003, a
total of 12,160 shares were issued under this plan.(3)
    
    The table does not include information for equity compensation plans assumed by the Company
in connection with mergers and acquisitions of the companies which originally established those
plans. As of December 31, 2003, a total of 128,784 shares of Common Stock were issuable upon
exercise of outstanding options under those assumed plans and the weighted average exercise price
of those outstanding options was $9.08 per share.(4)
    
    Consists of a single grant of options to a non-employee director upon appointment to the
Board of Directors of the Company. 
 Item 13. Certain Relationships and Related Transactions Indebtedness of Management Our directors, officers and employees are permitted to borrow from the
Bank in accordance with the requirements of federal and state law. All loans
made by the Bank to directors and executive officers or their related interests
have been made in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons. We believe that at the time of
origination these loans neither involved more than the normal risk of
collectibility nor presented any other unfavorable features. 
 Item 14. Principal Accountant Fees and Services The following table sets forth the aggregate fees paid by us for
professional services rendered by Ernst & Young LLP in connection with the
audit of Independences consolidated financial statements for 2003 and 2002, as
well as the fees paid by us for audit-related services rendered by Ernst &
Young LLP to us during 2003 and 2002. 19




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##### 



Year Ended December 31,2003
    
    2002Audit fees (1)
    
    $
    601,225
    
    
    $
    422,000Audit-related fees (2)
    
    
    336,000
    
    
    
    104,400Tax fees
    
    
    
    
    
    
    All other fees
    
    
    18,500
    
    
    
    10,000Total
    
    $
    955,725
    
    
    $
    536,400
  (1)
    
    Audit fees consist of fees incurred in connection with the audit of our
annual financial statements and the review of the interim financial
statements included in our quarterly reports filed with the Securities and
Exchange Commission, as well as work generally only the independent
auditor can reasonably be expected to provide, such as statutory audits,
consents and assistance with and review of documents filed with the
Securities and Exchange Commission.  (2)
    
    Audit-related fees primarily consist of fees incurred in connection with
audits of the financial statements of our employee benefit plans and
review of registration statements and during 2003, services performed in
connection with the merger with Staten Island Bancorp. The Audit Committee selects our independent auditors and pre-approves all
audit services to be provided by it to Independence. The Audit Committee also
reviews and pre-approves all audit-related and non-audit related services
rendered by our independent auditors in accordance with the Audit Committees
charter. In its review of these services and related fees and terms, the Audit
Committee considers, among other things, the possible effect of the performance
of such services on the independence of our independent auditors. The Audit
Committee pre-approves certain audit-related services and certain non-audit
related tax services which are specifically described by the Audit Committee on
an annual basis and separately approves other individual engagements as
necessary. Each new engagement of Ernst & Young LLP was approved in advance by the
Audit Committee and none of those engagements made use of the de minimis
exception to pre-approval contained in the Securities and Exchange Commissions
rules. 
 PART IV 
 Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K  (a)
    
    Documents Filed as Part of this Report(1)
    
    The following financial statements are incorporated by
reference from Item 8 of the Registrants Form 10-K for the year
ended December 31, 2003, filed with the SEC on March 10, 2004:Report of Independent AuditorsConsolidated Statements of Financial Condition as of December 31,
2003 and December 31, 2002.Consolidated Statements of Operations for the Year Ended December
31, 2003, the Year Ended December 31, 2002, and Nine Months Ended
December 31, 2001.Consolidated Statements of Changes in Stockholders Equity for the
Year Ended December 31, 2003, the Year Ended December 31, 2002, and
the Nine Months Ended December 31, 2001.Consolidated Statements of Cash Flows for the Year Ended December
31, 2003, the Year Ended December 31, 2002, and the Nine Months
Ended December 31, 2001.Notes to Consolidated Financial Statements.(2)
    
    All schedules for which provision is made in the applicable
accounting regulations of the SEC are omitted because of the absence
of conditions under which they are required or because the required
information is included in the consolidated financial statements and
related notes thereto.(3)
    
    The following exhibits are filed as part of this Form 10-K,
and this list includes the Exhibit Index. 20




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##### 



Exhibit Index 3.1(1)
    
    Certificate of Incorporation of Independence Community Bank Corp.3.2(2)
    
    Bylaws, as amended, of Independence Community Bank Corp.4.0(1)
    
    Specimen Stock Certificate of Independence Community Bank Corp.10.1(1)
    
    Form of Change of Control Agreement entered into among Independence
Community Bank Corp., Independence Community Bank and certain senior
executive officers of the Company and the Bank.*10.2(1)
    
    Form of Change in Control Agreement entered into between Independence
Community Bank and certain officers thereof.*10.3(1)
    
    Form of Change of Control Agreement entered into among Independence
Community Bank Corp., Independence Community Bank and certain executive
officers of the Company and the Bank.*10.4(1)
    
    Form of Change of Control Agreement entered into between Independence
Community Bank and certain executive officers thereof.*10.5(11)
    
    Independence Community Bank Severance Plan.*10.6(3)
    
    1998 Stock Option Plan.*10.7(3)
    
    1998 Recognition and Retention Plan and Trust Agreement.*10.8(4)
    
    Broad National Bancorporation Incentive Stock Option Plan.*10.9(4)
    
    1993 Broad National Incentive Stock Option Plan.*10.10(4)
    
    1993 Broad National Directors Non-Statutory Stock Option Plan.*10.11(4)
    
    1996 Broad National Incentive Stock Option Plan.*10.12(4)
    
    1996 Broad National Bancorporation Directors Non-Statutory Stock Option Plan.*10.13(5)
    
    1996 Statewide Financial Corporation Incentive Stock Option Plan.*10.14(6)
    
    Deferred Compensation Plan.*10.15(6)
    
    Directors Fiscal 2002 Stock Retainer Plan.*10.16(7)
    
    Directors Fee Plan.*10.17(8)
    
    Independence Community Bank Executive Management Incentive
Compensation Plan (April 1, 2001  December 31, 2001).*10.18(9)
    
    Independence Community Bank Executive Management Incentive
Compensation Plan (January 1, 2002  December 31, 2002), as amended.*10.19(10)
    
    2002 Stock Incentive Plan.*10.20(11)
    
    Independence Community Bank Executive Management Incentive
Compensation Plan (January 1, 2003  December 31, 2003), as amended.*10.21(11)
    
    Form of Amendment Number One to Change in Control Severance
Agreement.11.0(11)
    
    Statement re computation of per share earnings  Reference is made to
Item 8. Financial Statements and Supplementary Data for the required
information.21.0(11)
    
    Subsidiaries of the Registrant  Reference is made to Item 1.
Business for the required information.23.1(11)
    
    Consent of Ernst & Young LLP31.1
    
    Certification pursuant to Rule 13a-14 of the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    Certification pursuant to Rule 13a-14 of the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1(11)
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2(11)
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
   (1)
    
    Incorporated herein by reference from the Companys Registration
Statement on Form S-1 (Registration No. 333-30757) filed by the Company
with the SEC on July 3, 1997.(2)
    
    Incorporated herein by reference from the Companys Quarterly Report on
Form 10-Q for the quarter ended September 30, 2002 filed by the Company
with the SEC on November 14, 2002.(3)
    
    Incorporated herein by reference from the Companys definitive proxy
statement filed by the Company with the SEC on August 17, 1998. (Footnotes continued on following page) 21




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##### 



(4)
    
    Incorporated herein by reference from the Companys registration
statement on Form S-8 (Registration No. 333-85981) filed by the Company
with the SEC on August 26, 1999.(5)
    
    Incorporated herein by reference from the Companys registration
statement on Form S-8 (Registration No. 333-95767) filed by the Company
with the SEC on January 31, 2000.(6)
    
    Incorporated herein by reference from the Companys Annual Report on Form
10-K for the fiscal year ended March 31, 2001 filed by the Company with
the SEC on June 22, 2001.(7)
    
    Incorporated herein by reference from the Companys definitive proxy
statement filed by the Company with the SEC on June 22, 2001.(8)
    
    Incorporated herein by reference from the Companys Annual Report on Form
10-KT for the transition period from April 1, 2001 to December 31, 2001
filed by the Company with the SEC on March 28, 2002.(9)
    
    Incorporated herein by reference from the Companys Annual Report on Form
10-K for the fiscal year ended December 31, 2002 filed by the Company with
the SEC on March 31, 2003.(10)
    
    Incorporated herein by reference from the Companys definitive proxy
statement filed by the Company with the SEC on April 10, 2002.(11)
    
    Incorporated herein by reference from the Companys Annual Report on Form
10-K for the fiscal year ended December 31, 2003 filed by the Company with
the SEC on March 10, 2004. * Denotes management compensation plan or arrangement.  (b)
    
    Reports on Form 8-K  The following Current Reports on Form 8-K were filed during the
quarter ended December 31, 2003. Date
    
    
    
    Item and DescriptionOctober 21, 2003
    
    9-
    
    On October 20, 2003, the Company issued a press
release reporting its earnings for the quarter ended
September 30, 2003.October 31, 2003
    
    9-
    
    On October 30, 2003, the Company issued a press
release reporting its wholly owned subsidiary, the Bank
has entered into an agreement to acquire certain
mortgage warehouse loans from The Provident Bank.November 25, 2003
    
    5 & 7 -
    
    On November 24, 2003, the Company issued a joint
press release with Staten Island Bancorp, Inc.,
reporting the two companies had entered into an
Agreement and Plan of Merger.December 8, 2003
    
    5 & 7 -
    
    On December 8, 2003, the Company filed a Current
Report on Form 8-K with the Agreement and Plan of Merger
by and between the Company and Staten Island Bancorp,
Inc. as an exhibit.
  (c)
    
    The exhibits listed under (a)(3) of this Item 15 are filed
herewith.(d)
    
    Not applicable. 22




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##### 



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized. Independence Community Bank Corp. /s/
    
    Alan H. Fishman
    
    Date: April 29, 2004Alan H. FishmanPresident and Chief Executive Officer
 23