EMPLOYMENT AND NONCOMPETITION AGREEMENT

Exhibit 10.28

EMPLOYMENT AND NONCOMPETITION AGREEMENT

     AGREEMENT, dated this 24th day of November 2003, between Independence Community Bank Corp. (the “ Corporation ”), a Delaware corporation, Independence Community Bank (the “ Bank ”), a wholly owned subsidiary of the Corporation, and Harry P. Doherty (the “ Executive ”).

WITNESSETH

     WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of November 24, 2003 (the “ Merger Agreement ”) between the Corporation and Staten Island Bancorp, Inc. (“ SIB ”), SIB shall, as of the Effective Time (as defined in the Merger Agreement), merge with and into the Corporation, so that the Corporation is the Surviving Company (as defined in the Merger Agreement);

     WHEREAS, prior to the consummation of the Merger, the Corporation and SIB will respectively cause the Bank and SI Bank & Trust (“ SI Bank ”) to enter into a merger agreement providing for the merger of SI Bank into the Bank;

     WHEREAS, the Executive is presently the Chairman and Chief Executive Officer of SIB and SI Bank;

     WHEREAS, the Executive has been with SIB since formation and with SI Bank since 1966;

     WHEREAS, the Executive has valuable knowledge with respect to SIB and SI Bank and could cause substantial harm to the Corporation and the Bank if he were to work for a competing entity following completion of the Merger;

     WHEREAS, the Corporation and the Bank (collectively, the “ Employers ”) desire to be ensured of the Executive’s continued active participation in the business of the Employers; and

     WHEREAS, in order to induce the Executive to remain in the employ of the Employers and in consideration of the Executive’s agreeing to remain in the employ of the Employers, the parties desire to specify the severance benefits which shall be due the Executive by the Employers in the event that his employment with the Employers is terminated under specified circumstances;

     NOW THEREFORE, in consideration of the mutual agreements herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:

      1. Definitions. The following words and terms shall have the meanings set forth below for the purposes of this Agreement:

     (a)  Annual Compensation. The Executive’s “Annual Compensation” for purposes of this Agreement shall be deemed to mean the highest level of aggregate Base Salary and any cash bonus paid to the Executive by the Employers or any subsidiary thereof during the calendar year in which the Date of Termination occurs (determined on an annualized basis) or either of the two calendar years immediately preceding the calendar year in which the Date of Termination occurs.

     (b)  Base Salary. “Base Salary” shall have the meaning set forth in Section 3(a) hereof.

     (c)  Cause. “Cause” means, when used with respect to the termination of the employment of the Executive by the Employers, termination due to (i) the Executive’s willful and continued failure to substantially perform his employment duties (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness); (ii) gross negligence in the performance of the Executive’s duties; (iii) engagement in fraudulent or other illegal activity (including but not limited to embezzlement, theft, misappropriation of Employer funds, false entries in Employer records, or the improper acceptance of money, gifts or other items of value); or (iv) conviction of, or a plea of guilty or no contest to, a crime that constitutes a felony. No act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Employers.

     (d)  Code. “Code” shall mean the Internal Revenue Code of 1986, as amended.

     (e)  Date of Termination. “Date of Termination” shall mean (i) if the Executive’s employment is terminated for Cause, the date on which the Notice of Termination is given, and (ii) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination.

     (f)  Disability. Termination by the Employers of the Executive’s employment based on “Disability” shall mean termination because of any physical or mental impairment which qualifies the Executive for disability benefits under the applicable long-term disability plan maintained by the Employers or any subsidiary or, if no such plan applies, which would qualify the Executive for disability benefits under the Federal Social Security System.

     (g)  Good Reason. Termination by the Executive of the Executive’s employment for “Good Reason” shall mean termination by the Executive based on:

     (h)  IRS. IRS shall mean the Internal Revenue Service.

     (i)  Notice of Termination. Any purported termination of the Executive’s employment by the Employers for any reason, including without limitation for Cause, Disability or Retirement, or by the Executive 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 Agreement, a “Notice of Termination” shall mean a dated notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’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 Executive’s employment for Cause, which shall be effective immediately; and (iv) is given in the manner specified in Section 10 hereof.

     (j)  Retirement. “Retirement” shall mean voluntary termination by the Executive in accordance with the Employers’ retirement policies generally applicable to their salaried employees or after the attainment of age 65.

      2. Term of Employment.

     (a) The Employers hereby employ the Executive as Vice Chairman of the Boards of Directors of the Corporation and of the Bank, and the Executive hereby accepts said employment and agrees to render such services to the Employers on the terms and conditions set forth in this Agreement. Unless earlier terminated pursuant to Section 5 hereof, the term of employment under this Agreement shall be for three years commencing at the Effective Time of the Merger,

as such terms are defined in the Merger Agreement (the “ Employment Period ”). The Executive shall report directly to the President and Chief Executive Officer of the Employers. This Agreement shall be null and void if the Effective Time of the Merger does not occur.

     (b) During the Employment Period, the Executive shall perform such executive services for the Employers as may be consistent with his title and from time to time assigned to him by the Employers’ Boards of Directors or the President and Chief Executive Officer of the Employers. It is anticipated that the duties of the Executive will include significant responsibilities with respect to the SI Bank & Trust Division of the Bank, including community and civic affairs, and in assisting the President and Chief Executive Officer of the Employers with respect to potential mergers and acquisitions of other financial institutions. The Executive shall use his best efforts to advance the interests of the Employers.

     (c) Throughout the Employment Period, the Board of Directors of the Bank shall nominate the Executive to be a director of the Bank when his term expires, subject to its fiduciary duties, and the Corporation agrees to approve his election as a director of the Bank. Throughout the Employment Period, the Board of Directors of the Corporation shall nominate the Executive to be a director of the Corporation when his term expires, subject to its fiduciary duties.

      3. Compensation and Benefits.

     (a) The Employers shall compensate and pay the Executive for his services during the Employment Period at a minimum base salary of $540,000 per year (“ Base Salary ”), which may be increased from time to time in such amounts as may be determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the Employment Period such bonus payments as may be determined by the Boards of Directors of the Employers.

     (b) During the Employment Period, the Executive and his spouse and other eligible dependents shall participate in, and be covered by, all of the health and other welfare benefit plans and programs that are made available from time to time by the Employers for the benefit of senior executives and/or other employees of the Employers, including but not limited to medical, dental, life and disability insurance (but excluding participation in any general severance policy, plan or program of the Employers), at no cost to the Executive; provided , that participation by the Executive in employee benefit plans of both Employers does not result in duplication of benefits. In addition, the Executive shall be eligible to participate in and receive the benefits of any pension or other retirement benefit plan (excluding the defined benefit pension plan), 401(k), profit sharing, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers, subject to the provisions in the Merger Agreement and provided that nothing herein shall require the Employers to grant any stock options or restricted stock awards to the Executive. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse

change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to