noncompetition Agreement date as of June 27, 2003



 EXHIBIT 10.5 
  
 NONCOMPETITION AGREEMENT 
  
 NONCOMPETITION AGREEMENT (the “Agreement”) dated as of this 27th day of June, 2003, between New York Community Bancorp, Inc. a corporation
organized under the laws of Delaware, with its principal administrative office at 615 Merrick Avenue, Westbury, New York, 11590 (the “Holding Company”); The Roslyn Savings Bank, a New York State chartered savings bank (“Roslyn
Bank”); Roslyn Bancorp, Inc., a corporation organized under the laws of Delaware and the principal holding company for Roslyn Bank (“Roslyn”), both Roslyn Bank and Roslyn having their principal administrative offices at One Jericho
Plaza, Jericho, New York 11753, and John R. Bransfield, Jr. (the “Covenantor”). 
  
 WHEREAS, Covenantor is currently employed as Vice Chairman of Roslyn and President and Chief Executive Officer of Roslyn Bank; 
  

WHEREAS, Roslyn is entering into an Agreement and Plan of Merger of even date herewith (the “Merger Agreement”) with the Holding Company,
pursuant to which Roslyn will merge with and into the Holding Company (the “Merger”) with the Holding Company being the surviving corporation and pursuant to which Roslyn Bank will merge with and into New York Community Bank, a New York
State chartered savings bank which is a wholly owned subsidiary of the Holding Company (the “Bank”), with the Bank being the surviving bank; and 
  
 WHEREAS, Covenantor and Roslyn are parties to an employment agreement, as amended and restated as of March 22, 1999, and Covenantor and Roslyn Bank are
parties to an employment agreement, as amended and restated as of March 22, 1999 (together, the “Prior Employment Agreements”); 
  
 WHEREAS, Covenantor has entered into an Employment Agreement with the Holding Company of even date herewith, pursuant to which Covenantor will serve in
the positions set forth in Annex A of the Employment Agreement (the “New Employment Agreement”) effective at the Effective Time as defined in the Merger Agreement (the “Effective Time”); 
  
 WHEREAS, in consideration of the willingness of the Holding Company and the
Bank to enter into the New Employment Agreement, Covenantor agrees that the Prior Employment Agreements shall be cancelled as of the date hereof; 
  
 WHEREAS, Covenantor agrees to enter into this Agreement in consideration for which the Holding Company will provide certain monetary consideration recited
below; 
  
 NOW, THEREFORE, in consideration of the foregoing and
the mutual commitments contained in this Agreement, the parties hereto agree as follows: 







 1. Effectiveness; Effect on Prior Agreements. 
  
 (a) This Agreement shall be effective as of the date hereof. The parties
agree that the Prior Employment Agreements are null and void effective as of the date hereof. Notwithstanding the foregoing, if the Merger Agreement is terminated in accordance with Article VI of the Merger Agreement, the Prior Employment Agreements
shall be deemed to have not been cancelled and this Agreement shall be null and void. 
  
 2. Noncompete Consideration. 
  
 In consideration for his execution of this Agreement, the Holding Company will pay to Covenantor the amount of $4,800,000 at the Effective Time provided Covenantor is then employed by Roslyn and Roslyn Bank. 
  
 3. Confidential Information. 
  
 (a) Covenantor agrees that he shall keep secret and confidential all
business-related information about Roslyn, Roslyn Bank, the Holding Company and its subsidiaries, including without limitation, information about business contacts, transactions, contracts, intellectual property, finances, personnel, products and
pricing, customers, or corporate affairs of which Covenantor may have become aware, whether or not relating to or arising out of Covenantor’s specific duties, (“Confidential Information”) and Covenantor shall not disclose or make
known any of such Confidential Information or anything relating thereto to any person, firm or corporation except to officers, directors, employees, agents and advisors of the Holding Company and its subsidiaries and such other persons or entities
as may be authorized by Roslyn or the Holding Company or to the extent required by law; 
  
 (b) Upon termination of his employment with Roslyn and Roslyn Bank or the Holding Company and its subsidiaries, Covenantor shall immediately return to Roslyn and Roslyn Bank or the Holding Company and its subsidiaries
any and all Confidential Information in his possession or under his control, including, without limitation, all reports, analyses, summaries, notes, or other documents or work papers, containing or based upon any Confidential Information, whether
prepared by Roslyn, Roslyn Bank, the Holding Company or any of its subsidiaries, Covenantor or any other person or entity. 
  
 (c) Should any person request in any manner that Covenantor disclose any Confidential Information, Covenantor shall immediately notify Roslyn and Roslyn
Bank and the Holding Company and its subsidiaries of such request and the content of all communications and discussions relating thereto unless otherwise prohibited by law. 
  

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 4. Covenant not to Compete; Nonsolicitation of Employees and Customers. 
  
 (a) Covenantor agrees that while employed by the Holding Company and the
Bank, and during the twelve month period following the termination of such employment for any reason but in any event for a period of time no shorter than the sixty (60) month period immediately following the Effective Time, Covenantor will:

  
 (i) not, directly or indirectly (whether as
principal, agent, independent contractor, employee or otherwise), own, manage, operate, join, control or otherwise carry on, participate in the ownership, management, operation or control of, or be engaged in or concerned with, any business
competitive with that of the Holding Company or the Bank or their affiliates (a “Competing Business”), provided that the Covenantor shall not be prohibited from owning less than 5% of any publicly traded corporation, whether or not such
corporation is in competition with the Holding Company or the Bank or their affiliates; 
  
 (ii) inform any person which seeks to engage the services of Covenantor that Covenantor is bound by this Section 4 and the other terms of
this Agreement; 
  
 (iii) not solicit or induce
or attempt to solicit or induce, directly or indirectly, any employee of the Holding Company or the Bank or their affiliates, whether or not such person would commit a breach of any employment agreement by reason of leaving service, to terminate
such employee’s employment relationship with the Holding Company or the Bank or their affiliates in order to enter into any such relationship with him or any person in competition with the business of the Holding Company or the Bank or their
affiliates; and 
  
 (iv) not, (x) solicit by
mail, by telephone, by personal meeting, or by any other means, either directly or indirectly, any customer or any individual or entity specifically identified as a prospective customer of the Holding Company or the Bank or their affiliates to
transact any Competing Business or to reduce or refrain from doing any business with the Holding Company or the Bank or their affiliates, or (y) interfere with or damage (or attempt to interfere with or damage) any relationship between the Holding
Company or the Bank or their affiliates and any such customer or prospective customer (for purposes of clarity, the termination of Covenantor’s employment with the Holding Company or the Bank shall not by itself be treated as a violation of
this clause (y)). 
  
 (b) Covenantor understands and agrees that
money damages may not be a sufficient remedy for any breach or attempted or threatened breach of this Section 4 by Covenantor and that the Holding Company and its subsidiaries shall be entitled to equitable relief, including specific performance and
injunctive relief as remedies for any such breach or threatened or attempted breach. Covenantor hereby consents to the granting of an injunction (temporary or otherwise) against Covenantor or to the entering of any other court order against
Covenantor prohibiting and enjoining Covenantor from 
  

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violating, or directing Covenantor to comply with, any provision of this Section 4. Covenantor also agrees and understands that such remedies shall be in
addition to any and all remedies, including damages, available to the Holding Company or its subsidiaries against Covenantor for such breaches or threatened or attempted breaches. 
  
 (c) In addition to the Holding Company’s rights set forth in paragraph (b) of this Section 4, in the event that
Covenantor shall violate the terms and conditions of Sections 3 or 4 of this Agreement, the Holding Company or the Bank may terminate any severance payments payable by the Holding Company or the Bank, if applicable, to Covenantor pursuant to the New
Employment Agreement. 
  
 5. Entire Agreement;
Modification. 
  
 This Agreement contains the entire
agreement between Covenantor, the Holding Company, Roslyn and Roslyn Bank with respect to the subject matter hereof and it is the complete, final and exclusive embodiment of our agreement with regard to this subject matter hereof. It is entered into
without reliance on any promise or representation other than those expressly contained herein, and it cannot be amended except in writing signed by all parties. 
  

In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If,
moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be
enforceable to the extent compatible with the applicable law as it shall then appear. 
  
 6. Notices. 
  
 For
purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five (5) days after deposit in the United States mail, certified and
return receipt requested, postage prepaid, to such address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 
  
 7. Waiver. 
  
 If either party should waive any breach of any provisions of this Agreement,
such party shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. 
  

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 8. Assignment. 
  
 This Agreement and any rights or obligations hereunder may be assigned by the Holding Company or the Bank to any successor
in interest to the Holding Company’s or the Bank’s business. This Agreement may not be assigned by Covenantor. 
  
 9. Headings. 
  
 The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning
thereof. 
  
 10. Governing Law. 
  
 This Agreement shall be governed by the laws of the State of New York.

  
 11. Required Provisions. 
  
 Any payments made to Executive pursuant to this Agreement are subject to and
conditioned upon compliance with 12 U.S.C. §1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359. 
  

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 SIGNATURES 
  
 IN WITNESS WHEREOF, New York Community Bancorp, Inc., Roslyn Bancorp, Inc. and Roslyn Savings Bank have caused this Agreement to be executed and its seal
to be affixed hereunto by its duly authorized officer and its directors, and Covenantor has signed this Agreement, in each case on the date set forth on the first page hereof. 
  

		
	 ATTEST:
	 	 NEW YORK COMMUNITY BANCORP, INC.

			
	 /s/ Mark A. Ricca

 Secretary
	 	 By:
	 	 /s/ Joseph R. Ficalora


		
	 ATTEST:
	 	 ROSLYN BANCORP, INC.

			
	 /s/ R. Patrick Quinn

 Secretary
	 	 By:
	 	 /s/ Joseph L. Mancino


		
	 ATTEST:
	 	 ROSLYN SAVINGS BANK

			
	 /s/ R. Patrick Quinn

 Secretary
	 	 By:
	 	 /s/ Joseph L. Mancino


		
	 WITNESS:
	 	 COVENANTOR

		
	 /s/ R. Patrick Quinn

	 	 /s/ John R. Bransfield, Jr.

 John R. Bransfield, Jr.


  
  

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