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Exhibit 10.31
 BENEFIT MAINTENANCE PLAN
 OF
 HUDSON CITY SAVINGS BANK
 
 Effective December 19, 2006




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TABLE OF CONTENTS
 PageARTICLE IDEFINITIONSSection 1.1 Acceleration Event
    
    
    1Section 1.2 Affiliated Employer
    
    
    1Section 1.3 Applicable Limitation
    
    
    1Section 1.4 Bank
    
    
    2Section 1.5 Beneficiary
    
    
    2Section 1.6 Board
    
    
    2Section 1.7 Change in Control
    
    
    2Section 1.8 Change in Control Event
    
    
    3Section 1.9 Code
    
    
    3Section 1.10 Committee
    
    
    3Section 1.11 Company
    
    
    3Section 1.12 Disability
    
    
    3Section 1.13 Eligible Employee
    
    
    4Section 1.14 Employee
    
    
    4Section 1.15 Employer
    
    
    4Section 1.16 Employer Contributions
    
    
    4Section 1.17 ERISA
    
    
    4Section 1.18 ESOP
    
    
    4Section 1.19 Exchange Act
    
    
    4Section 1.20 Fair Market Value of a Share
    
    
    4Section 1.21 Former Member
    
    
    5Section 1.22 Member
    
    
    5Section 1.23 Plan
    
    
    5Section 1.24 Restored ESOP Benefit
    
    
    5Section 1.25 Restored ESOP Death Benefit
    
    
    5Section 1.26 Retirement Plan
    
    
    5Section 1.27 Savings Plan
    
    
    5Section 1.28 Service Recipient
    
    
    5Section 1.29 Share
    
    
    5Section 1.30 Stock Unit
    
    
    5Section 1.31 Supplemental ESOP Account
    
    
    5Section 1.32 Supplemental ESOP Benefit
    
    
    5Section 1.33 Supplemental ESOP Death Benefit
    
    
    5Section 1.34 Supplemental Retirement Benefit
    
    
    6Section 1.35 Supplemental Retirement Death Benefit
    
    
    6Section 1.36 Supplemental Savings Account
    
    
    6Section 1.37 Supplemental Savings Benefit
    
    
    6Section 1.38 Supplemental Savings Death Benefit
    
    
    6Section 1.39 Termination of Service
    
    
    6




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PageSection 1.40 Unforeseeable Emergency
    
    
    6ARTICLE IIMEMBERSHIPSection 2.1 Eligibility for Membership
    
    
    6Section 2.2 Commencement of Membership
    
    
    7Section 2.3 Termination of Membership
    
    
    7ARTICLE IIIBENEFITS TO MEMBERSSection 3.1 Supplemental ESOP Benefit
    
    
    7Section 3.2 Restored
    
    
    9Section 3.3 Supplemental Retirement Benefit
    
    
    10Section 3.4 Supplemental Savings Benefit
    
    
    12ARTICLE IVDEATH BENEFITSSection 4.1 Supplemental ESOP Death Benefit
    
    
    13Section 4.2 Restored ESOP Death Benefit
    
    
    13Section 4.3 Supplemental Retirement Death Benefit
    
    
    13Section 4.4 Supplemental Savings Death Benefit
    
    
    13Section 4.5 Beneficiaries
    
    
    14ARTICLE Vearly distributions and other distribution requirementsSection 5.1 Unforeseeable Emergency
    
    
    14Section 5.2 Disability
    
    
    14Section 5.3 Domestic Relations Order
    
    
    14Section 5.4 Compliance with Certificate of Divestiture
    
    
    14Section 5.5 Mandatory Cashout of Small Balances
    
    
    15Section 5.6 Restrictions on Payments to Key Employees
    
    
    15Section 5.7 Payment in Shares
    
    
    15ARTICLE VITRUST FUNDSection 6.1 Establishment of Trust
    
    
    15Section 6.2 Contributions to Trust
    
    
    16Section 6.3 Unfunded Character of Plan
    
    
    16
 (ii)




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PageARTICLE VIIADMINISTRATIONSection 7.1 The Committee
    
    
    16Section 7.2 Liability of Committee Members and Their Delegates
    
    
    17Section 7.3 Plan Expenses
    
    
    17Section 7.4 Facility of Payment
    
    
    17ARTICLE VIIIAMENDMENT AND TERMINATIONSection 8.1 Amendment by the Bank
    
    
    18Section 8.2 Termination
    
    
    18Section 8.3 Amendment or Termination by Other Employers
    
    
    19ARTICLE IXMISCELLANEOUS PROVISIONSSection 9.1 Construction and Language
    
    
    19Section 9.2 Headings
    
    
    20Section 9.3 Non-Alienation of Benefits
    
    
    20Section 9.4 Indemnification
    
    
    20Section 9.5 Severability
    
    
    20Section 9.6 Waiver
    
    
    20Section 9.7 Governing Law
    
    
    21Section 9.8 Withholding
    
    
    21Section 9.9 No Deposit Account
    
    
    21Section 9.10 Rights of Employees
    
    
    21Section 9.11 Status of Plan Under ERISA
    
    
    21Section 9.12 Successors and Assigns
    
    
    21Section 9.13 Compliance with Section 409A of the Code
    
    
    22
 (iii)




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BENEFIT MAINTENANCE PLAN
 OF
 HUDSON CITY SAVINGS BANK
 INTRODUCTION
  ARTICLE I
 DEFINITIONS
 provided, however,
 Section 1.1 Acceleration Event
 Section 1.2 Affiliated Employer
 Section 1.3 Applicable Limitation




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Section 1.4 Bank
 Section 1.5 Beneficiary
 Section 1.6 Board
 Section 1.7 Change in Control
     2




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Section 1.8 Change in Control Event
 Section 1.9 Code
 Section 1.10 Committee
 Section 1.11 Company
 Section 1.12 Disability
 3




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Section 1.13 Eligible Employee
 Section 1.14 Employee
 Section 1.15 Employer
 Section 1.16 Employer Contributions
 Section 1.17 ERISA
 Section 1.18 ESOP
 Section 1.19 Exchange Act
 Section 1.20 Fair Market Value of a Share
    4




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Section 1.21 Former Member
 Section 1.22 Member
 Section 1.23 Plan
 Section 1.24 Restored ESOP Benefit
 Section 1.25 Restored ESOP Death Benefit
 Section 1.26 Retirement Plan
 Section 1.27 Savings Plan
 Section 1.28 Service Recipient
 Section 1.29 Share
 Section 1.30 Stock Unit
 Section 1.31 Supplemental ESOP Account
 Section 1.32 Supplemental ESOP Benefit
 Section 1.33 Supplemental ESOP Death Benefit
 5




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Section 1.34 Supplemental Retirement Benefit
 Section 1.35 Supplemental Retirement Death Benefit
 Section 1.36 Supplemental Savings Account
 Section 1.37 Supplemental Savings Benefit
 Section 1.38 Supplemental Savings Death Benefit
 Section 1.39 Termination of Service
 Section 1.40 Unforeseeable Emergency
 ARTICLE II
 MEMBERSHIP
 Section 2.1 Eligibility for Membership
    provided, however,
 6




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Section 2.2 Commencement of Membership
  Section 2.3 Termination of Membership
  ARTICLE III
 BENEFITS TO MEMBERS
 Section 3.1 Supplemental ESOP Benefit
    7




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provided, however,
     provided, however,
  8




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provided, however,
 provided, however,
 Section 3.2 Restored ESOP Benefit
     provided, however,
 9




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provided, however,
 provided, however,
 Section 3.3 Supplemental Retirement Benefit
      10




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provided, however,
 provided, however,
 provided, however
    11




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Section 3.4 Supplemental Savings Benefit
   1 2 1 2
   provided, however,
 provided,
however
     12




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ARTICLE IV
 DEATH BENEFITS
 Section 4.1 Supplemental ESOP Death Benefit
  Section 4.2 Restored ESOP Death Benefit
  Section 4.3 Supplemental Retirement Death Benefit
  Section 4.4 Supplemental Savings Death Benefit
  13




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Section 4.5 Beneficiaries
 provided,
however,
 ARTICLE V
 EARLY DISTRIBUTIONS AND OTHER DISTRIBUTION REQUIREMENTS
 Section 5.1 Unforeseeable Emergency.
  Section 5.2 Disability
  Section 5.3 Domestic Relations Order
  Section 5.4 Compliance with Certificate of Divestiture
  14




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Section 5.5 Mandatory Cashout of Small Balances
 st st th rd
 Section 5.6 Restrictions on Payments to Key Employees
  Section 5.7
  ARTICLE VI
 TRUST FUND
 Section 6.1 Establishment of Trust
 provided,
however, provided, further,
 15




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Section 6.2 Contributions to Trust
  Section 6.3 Unfunded Character of Plan
  ARTICLE VII
 ADMINISTRATION
 Section 7.1 The Committee
      16




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Section 7.2 Liability of Committee Members and Their Delegates
  Section 7.3 Plan Expenses
  Section 7.4 Facility of Payment
 provided, however,
 17




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ARTICLE VIII
 AMENDMENT AND TERMINATION
 Section 8.1 Amendment by the Bank
  Section 8.2 Termination
       18




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Section 8.3 Amendment or Termination by Other Employers
 provided, however,
 ARTICLE IX
 MISCELLANEOUS PROVISIONS
 Section 9.1 Construction and Language
  19




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Section 9.2 Headings
  Section 9.3 Non-Alienation of Benefits
 provided, however,
 Section 9.4 Indemnification
  Section 9.5 Severability
  Section 9.6 Waiver
  20




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Section 9.7 Governing Law
  Section 9.8 Withholding
  Section 9.9 No Deposit Account
  Section 9.10 Rights of Employees
  Section 9.11 Status of Plan Under ERISA
  Section 9.12 Successors and Assigns.
  21




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Section 9.13 Compliance with Section 409A of the Code
  22