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                                                                    Exhibit 10.5


                   INDEPENDENCE COMMUNITY BANK SEVERANCE PLAN

                                    ARTICLE I
                            ESTABLISHMENT OF THE PLAN


      Independence Community Bank (the "Bank") hereby establishes the 1998
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 cash
incentive compensation 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; provided, however, for purposes of
this Plan the 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.

      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



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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 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 any one of the following:

            (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; provided,
                  however, that Officer may not terminate his employment for
                  Good Reason pursuant to the terms hereof in the event the
                  reduction of his salary is consistent with the reduction of
                  salaries of other similarly situated officers of the Employers
                  in connection with a general reduction in salaries of the
                  officers thereof subsequent to a Change in Control of the
                  Corporation and such reduction is not more than 10% from his
                  salary as in effect immediately prior to the date of the
                  Change in Control of the Corporation.


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            (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 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.


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                                   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 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.


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      (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, 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 parties hereto agree that the present value of the payments and
benefits payable pursuant to this Plan to the Officer upon termination shall be
limited to three times the Officer's Annual Compensation, subject to reduction
as provided hereby. 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.

      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.


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                                    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 of October 1st,
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 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.


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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.

      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.


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      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.


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