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                                                                    EXHIBIT 10.3

                    CONSULTING AND NON-COMPETITION AGREEMENT

        THIS CONSULTING AND NON-COMPETITION AGREEMENT (this "Agreement") is
entered into as of August 1, 2002, by and between Roslyn Bancorp, Inc., a
Delaware corporation ("Roslyn"), and John M. Tsimbinos, residing at 238 Clent
Road, Great Neck, N.Y. 11021 ("Consultant"), who currently serves as an
executive officer and Chairman of Roslyn.

        WHEREAS, Consultant wishes to retire from his position as an executive
officer of Roslyn but not as a member of the Board of Directors of Directors of
either Roslyn or The Roslyn Savings Bank (the "Bank") and not as Chairman of the
Board of Directors of Roslyn; and

        WHEREAS, Roslyn recognizes the specialized knowledge and expertise of
Consultant related to the financial affairs of Roslyn; and

        WHEREAS, to ensure the continued availability of Consultant, Roslyn and
Consultant desire to enter into a non-competition agreement and consulting
relationship upon the terms and conditions hereinafter contained.

        NOW, THEREFORE, in consideration of the covenants and terms contained in
this Agreement as set forth herein and of the mutual benefits accruing to Roslyn
and to Consultant from the relationship to be established between the parties by
the terms of this Agreement, Roslyn and Consultant agree as follows:

1.      CONSULTING SERVICES.

        (a)     Consultant undertakes to provide his personal advice and counsel
                to Roslyn in connection with the business of Roslyn, including
                matters related to financial affairs of Roslyn, consulting with
                Roslyn regarding the operations and customer relationships,
                providing introductions to customers, and serving as adviser to
                Roslyn, subject to the terms and conditions which are set forth
                herein.

        (b)     Consultant shall exercise a reasonable degree of skill, prudence
                and care in performing the services rendered to in this Section
                1.

        (c)     During the Consulting Period, Consultant shall be treated as an
                independent contractor and shall not be deemed to be an employee
                of Roslyn, or any of its subsidiaries and affiliates. However,
                any payments to be made to Consultant hereunder shall be subject
                to withholding of such amounts, if any, relating to income tax
                and other payroll deductions as may be required by law or
                regulation.

        (d)     Consultant acknowledges that as of the date of this Agreement he
                will have no rights under any employment agreement or similar
                agreement between Consultant and Roslyn, or any of its
                subsidiaries and affiliates, whether or not in writing, and

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                that Roslyn will have no further obligations under any
                employment agreement or similar agreement providing for similar
                payments or benefits to Consultant except that the foregoing
                limitation shall not effect the provision of medical and other
                similar benefits to be made available to Consultant in
                accordance herewith and any other benefits to which Consultant
                is or may become entitled in accordance with the terms of any
                retirement plan, supplemental retirement plan, pension plan,
                profit-sharing plan, stock incentive or option plan or any other
                employee benefit plan based on grants made to him under such
                plans prior to the date hereof in respect of his service as an
                employee of Roslyn or its affiliates.

        (e)     Consultant and Roslyn acknowledge that Consultant does not
                intend to, and will not be required to, relinquish his title as
                Chairman of the Board of Roslyn during the term of this
                agreement unless Roslyn's CEO, in his discretion, determines
                that it is in the best interests of the company that such title
                be relinquished, or Roslyn's Board of shareholders determine, by
                an affirmative vote conducted in accordance with the company's
                by-laws, that he should not continue to hold such title.

2.      TERM AND TERMINATION; EFFECT OF TERMINATION.

        The term of this Agreement shall begin on the date first written above
        and shall continue for a period of three (3) years thereafter
        ("Consulting Period") unless terminated in accordance with (a), (b), or
        (c) as set forth below.

        (a)     Termination for Just Cause. Roslyn may terminate this Agreement
                at any time for "Just Cause." Termination for "Just Cause" shall
                be defined as termination because of Consultant's personal
                dishonesty, willful misconduct, breach of fiduciary duty
                involving personal profit, or willful violation of any law, rule
                or regulation related to the business or operations of Roslyn or
                its subsidiaries. Any determination regarding Consultant's
                termination for Just Cause shall be made by a majority of the
                disinterested members of Roslyn's Board of Directors (after
                reasonable notice to Consultant and the opportunity to be heard
                with counsel on the reasons therefor.)

        (b)     Death or Disability. In the event of Consultant's death or
                permanent disability (as determined by a physician selected by
                Roslyn), this Agreement shall terminate.

        (c)     Material Breach. (i) In the event of a material breach of the
                terms of this Agreement by Consultant that is not cured after
                ten days written notice from Roslyn to Consultant, then Roslyn
                may terminate this Agreement by written notice of termination
                provided to Consultant. (ii) In the event of a material breach
                of the terms of this Agreement by Roslyn that is not cured after
                ten days written notice from Consultant to Roslyn, then
                Consultant may terminate this Agreement by written notice of
                termination provided to Roslyn.

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        (d)     Termination Without Cause; Change in Control. In the event of
                Consultant's (i) termination without Just Cause or (ii) upon the
                occurrence of a Change in Control during the Consulting Period,
                this Agreement shall terminate. For purposes of this Agreement,
                "Change in Control" shall have the same meaning as set forth in
                the Roslyn Bancorp 2001 Stock-Based Incentive Plan, as in effect
                on the date hereof.

        (e)     Effect of Termination. In the event of Consultant's resignation,
                termination for Just Cause or --------------------- termination
                by Roslyn for Consultant's material breach of this Agreement
                pursuant to Section 2(c)(i), no further payments or benefits
                shall be payable or provided to Consultant under this Agreement,
                other than reimbursement for Consultant's expenses incurred
                prior to such termination pursuant to Section 3(b). In the event
                of (i) Consultant's termination by Roslyn without Just Cause or
                by Consultant for Roslyn's material breach of this Agreement
                pursuant to Section 2(c)(ii), (ii) Consultant's termination by
                reason of his death or disability or (iii) the occurrence of a
                Change in Control during the Consulting Period, Consultant (or
                his guardian, estate, or designated beneficiary, if applicable)
                shall be entitled to receive the payments and benefits he would
                have received under Section 3 had he continued to provide
                services through the expiration of the Consulting Period. In
                such event, the payments required to be made to Consultant
                hereunder shall, at the Consultant's (or his guardian's,
                estate's or beneficiary's, as applicable) election, be made in a
                lump sum. Consultant shall not be required to seek any other
                employment in mitigation of such payments. Roslyn's obligation
                to make such payments and to provide the automobile specified in
                Section 3(c)(i) shall survive termination of this Agreement.

3.      COMPENSATION AND EXPENSES.

        (a)     Roslyn agrees to pay Consultant for his services performed under
                this Agreement and for his commitments and agreements as
                contained herein, including Section 4 herein, $250,000 per annum
                payable no less than monthly throughout the Term of this
                Agreement.

        (b)     Roslyn hereby agrees to reimburse the Consultant for all
                reasonable expenses incurred by the Consultant on behalf of and
                with the consent of Roslyn, provided that the Consultant shall
                furnish appropriate documentation of such expenses and receives
                prior approval of such expenses in accordance with Roslyn's
                expense policies and practices applicable to its directors.

        (c)     During the Consulting Period, Consultant shall be entitled to
                receive health and dental insurance coverage on the same basis
                and to the same extent as if he were an executive officer of
                Roslyn. In the event that such coverage is not available through
                Roslyn's regular employee benefit program, as the same may be in
                effect

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                from time to time, by reason of the Consultant's status as a
                non-employee, Roslyn shall provide substantially comparable
                coverage on an individual basis; provided, however, that Roslyn
                shall not be required to spend in excess of 150% of the cost of
                such coverage through its regular program to obtain individual
                coverage. In addition, Roslyn shall make available to Consultant
                the following additional benefits during the Consulting Period
                hereof:

                (i)     the automobile used by Consultant prior to retirement
                        and on the same terms as such vehicle was used by
                        Consultant immediately prior to his retirement. Upon the
                        expiration of the Consulting Period or the termination
                        of the Agreement for any reason (other than for Just
                        Cause), Roslyn shall transfer unencumbered title to the
                        automobile to Consultant, subject to appropriate tax
                        reporting;

                (ii)    an office at Roslyn's headquarters location in Jericho,
                        New York, or such other mutually agreeable location as
                        Roslyn and Consultant shall determine (in either case,
                        the "Office Location"); and

                (iii)   use of an administrative assistant, cell phone, fax and
                        other administrative utilities provided by Roslyn at the
                        Office Location to assist consultant with his clerical
                        or secretarial needs, all substantially as currently
                        provided.

        (d)     Nothing herein contained is intended to restrict Consultant's
                rights to receive fees for his services as a member of the Board
                of Directors of Roslyn and the Bank, or as a member of any
                committee of such boards, on the same basis and to the same
                extent as any other member of such boards, except that
                Consultant shall be entitled to receive fees for his attendance
                at any meeting of a Committee of the Roslyn or Bank Board only
                to the extent that his presence is requested by the Chief
                Executive Officer of Roslyn or the Bank, as applicable.

4.      OTHER CONDITIONS.

        Consultant shall have no authority over any employee or officer of
        Roslyn, or any of its subsidiaries and affiliates, nor shall Roslyn be
        required in any manner to implement any plans or suggestions Consultant
        may provide.

5.      NON-COMPETITION AND CONFIDENTIAL BUSINESS.

        (a)     Consultant further acknowledges and agrees that during his
                service as an officer and employee of Roslyn prior to the date
                hereof, that certain highly confidential information regarding
                Roslyn and its affiliates has been, and during his service as a
                Consultant may be, imparted to him. Consultant, during the term
                of this Agreement, will not, without the prior express written
                consent of Roslyn, directly

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                or indirectly communicate or divulge to, or use for his own
                benefit or for the benefit of any other person, firm,
                association, or corporation, any of Roslyn's or its
                subsidiaries' or affiliates' trade secrets, proprietary data or
                other such confidential information communicated to or otherwise
                learned or acquired by Consultant from Roslyn during such
                employment or the Consulting Period except that Consultant may
                disclose such matters to the extent that disclosure is (a)
                requested by Roslyn in the course of the consulting relationship
                with Roslyn or (b) required by a court or other governmental
                agency of competent jurisdiction; provided that Executive shall
                have (a) promptly notified Roslyn of the receipt of any such
                subpoena or order, (b) consulted with Roslyn as to the
                advisability of taking steps to resist or narrow the scope of
                the disclosure contemplated thereby and (c) cooperated with
                Roslyn in any efforts it may make to obtain an order or other
                reliable assurance that confidential treatment will be accorded
                to such advice and the terms of this Agreement.

        (b)     During the Consulting Period, Consultant hereby agrees that he
                shall not without Roslyn's prior written consent, engage in
                providing professional services or enter into employment as an
                employee, director, consultant, representative, otherwise with,
                any financial services enterprise that performs services similar
                to or I competition with those provided by Roslyn or any of its
                affiliates (including but not limited to a savings and loan
                association, bank or credit union).

        (c)     During the Consulting Period, Consultant hereby agrees that he
                shall not, on his own behalf or on behalf of others, employ,
                solicit, or induce, or attempt to employ, solicit or induce, any
                employee of Roslyn for employment with any financial services
                enterprise (including but not limited to a savings and loan
                association, bank or credit union), nor will Consultant directly
                or indirectly, on his behalf or for others, seek to influence
                any Roslyn employee to leave Roslyn's employ.

        (d)     Consultant further agrees that, during the Consulting Period, he
                shall abide by all of the policies of Roslyn or its affiliates
                that Roslyn's General Counsel reasonably deems to be applicable
                to Consultant's services or engagement hereunder of which the
                Consultant is provided notice and a copy of such policy,
                including, but not limited to Roslyn's Insider Trading Policy.

6.      ENFORCEMENT.

        Consultant acknowledges and agrees that any violation by him of the
        covenants set forth in this Agreement would cause irreparable injury to
        Roslyn. Consultant further acknowledges and agrees that in the event of
        a breach or threatened breach of the provisions of this covenants
        contained in Section 5 hereof, Roslyn shall be entitled to injunctive
        relief against him by any court of competent jurisdiction having the
        authority to grant such relief. Nothing herein, however, shall be
        construed as prohibiting Roslyn

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        from pursuing any other remedies which may be available to it for such a
        breach or threatened breach, including the recovery of damages from
        Consultant.

7.      SUCCESSORS AND ASSIGNS.

        This Agreement shall inure to the benefit of and be binding upon, Roslyn
        and its successors and assigns, including, without limitation, any
        corporation or agency which may acquire all or substantially all of
        Roslyn's assets and businesses or with which Roslyn may be consolidated
        or merged.

8.      ENTIRE AGREEMENT.

        This Agreement contains the entire understanding of the parties. It may
        not be changed orally but only by an agreement in writing signed by the
        party against whom enforcement of any waiver, change, notification or
        discharge is sought.

9.      SEVERABILITY.

        It is the desire and intent of the parties that the provisions of this
        Agreement shall be enforced to the fullest extent permissible under the
        laws and public policies applied in each jurisdiction in which
        enforcement is sought. Accordingly, if any particular provision of this
        Agreement shall be adjudicated to be invalid or unenforceable, such
        provision shall be deemed amended to delete therefrom the portion thus
        adjudicated to be invalid or unenforceable, such deletion to apply only
        with respect to the operation of such provision in the particular
        jurisdiction in which such adjudication is made. In addition, should any
        court determine that the provisions of this Agreement shall be
        unenforceable with respect to scope, duration or geographic area, such
        court shall be empowered to substitute, to the extent enforceable,
        provisions similar hereto or other provisions so as to provide to
        Roslyn, to the fullest extent permitted by applicable law, the benefits
        intended by this Agreement.

10.     WAIVER OF BREACH.

        Failure to insist upon strict compliance with any terms, covenants, or
        conditions hereof shall not be deemed a waiver or relinquishment of such
        right or power at any other time or times.

11.     ARBITRATION.

        Unless otherwise mutually agreed to by Consultant and Roslyn in writing,
        any controversy or claim arising out of or relating to this Agreement or
        the breach thereof

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        shall be settled by binding arbitration in accordance with the
        Commercial Arbitration rules of the American Arbitration Association,
        with such arbitration hearing to be held at the offices of the American
        Arbitration Association ("AAA") nearest to Jericho, New York, and
        judgment upon the award rendered by the arbitrator(s) may be entered in
        any court having jurisdiction thereof. Either Consultant or Roslyn may
        file a request for such arbitration with the AAA.

12.     INDEMNIFICATION.

        Roslyn, at its expense, shall provide Consultant (including his heirs,
        executors and administrators) with coverage under Roslyn's standard
        directors' and officers' liability policy for its directors and
        executive officers and shall indemnify Consultant (including his heirs,
        executors and administrators) to the fullest extent permitted under
        Delaware law against all expenses and liabilities reasonably incurred by
        him in connection with or arising out of any action, suit or proceeding
        in which he may be involved by reason of his having been a director or
        officer of or consultant to the Company (whether or not he continues to
        be a director, officer or consultant at the time of incurring such
        expenses or liabilities), such expenses and liabilities to include, but
        not be limited to, judgments, court costs and attorneys' fees and the
        costs of reasonable settlements; provided that Consultant promptly given
        Roslyn written notice of any claims or demands against him for which
        Roslyn is responsible under such indemnification. The provisions of this
        Section 12 shall survive termination of this Agreement.

13.     APPLICABLE LAW.

        This Agreement shall be governed by the laws of the State of New York.

        In witness whereof, this Agreement is entered into as of the date first
written above.

                                       ROSLYN BANCORP, INC.

                                       By: /s/ Joseph L. Mancino
                                           -------------------------------------
                                           Joseph L. Mancino
                                           President and Chief Executive Officer

                                       /s/ John M. Tsimbinos
                                       -----------------------------------------

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