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

 
       PageSection 1.40 Unforeseeable Emergency  6      ARTICLE II         MEMBERSHIP         Section 2.1 Eligibility for Membership  6 Section 2.2 Commencement of Membership  7 Section 2.3 Termination of Membership  7      ARTICLE III         BENEFITS TO MEMBERS    Section 3.1 Supplemental ESOP Benefit  7 Section 3.2 Restored  9 Section 3.3 Supplemental Retirement Benefit  10 Section 3.4 Supplemental Savings Benefit  12      ARTICLE IV         DEATH BENEFITS         Section 4.1 Supplemental ESOP Death Benefit  13 Section 4.2 Restored ESOP Death Benefit  14 Section 4.3 Supplemental Retirement Death Benefit  14 Section 4.4 Supplemental Savings Death Benefit  14 Section 4.5 Beneficiaries  14 Section 4.6 One-Time Payment Elections  15      ARTICLE V         EARLY DISTRIBUTIONS AND OTHER DISTRIBUTION REQUIREMENTS         Section 5.1 Unforeseeable Emergency  15 Section 5.2 Domestic Relations Order  15 Section 5.3 Compliance with Certificate of Divestiture  15 Section 5.4 Mandatory Cashout of Small Balances  15 Section 5.5 Restrictions on Payments to Key Employees  16 Section 5.6 Payment in Shares  16      ARTICLE VI         TRUST FUND         Section 6.1 Establishment of Trust  16 Section 6.2 Contributions to Trust  5 Section 6.3 Unfunded Character of Plan  16 
(ii)

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

 
**BENEFIT MAINTENANCE PLAN****OF****HUDSON CITY SAVINGS BANK****INTRODUCTION**          This Benefit Maintenance Plan of Hudson City Savings Bank combines, amends and restates theESOP Restoration Plan of Hudson City Savings Bank, the Hudson City Savings Bank SupplementalExecutive Retirement Plan and the Supplementary Savings Plan of Hudson City Savings Bank, onDecember 19, 2006, effective as of January 1, 2005. It has been amended and restated effective asof December 31, 2008.**ARTICLE I****DEFINITIONS**          Wherever appropriate to the purposes of the Plan, capitalized terms shall have the meaningsassigned to them under the Retirement Plan, Savings Plan or ESOP, as applicable; *provided, however,*that the following special definitions shall apply for purposes of the Plan, unless a differentmeaning is clearly indicated by the context:          **Section 1.1*****Acceleration Event***means, with respect to a Member, any of the events describedin sections 5.1, 5.2, 5.3 and 5.4 on the basis of which the plan administrator may permitacceleration of the payment of the balance credited to the Member’s Account.          **Section 1.2*****Affiliated Employer***means the Bank; any corporation which is a member of acontrolled group of corporations (as defined in section 414(b) of the Code) that includes the Bank;any trade or business (whether or not incorporated) that is under common control (as defined insection 414(c) of the Code) with the Bank; any organization (whether or not incorporated) that is amember of an affiliated service group (as defined in section 414(m) of the Code) that includes theBank; any leasing organization (as defined in section 414(n) of the Code) to the extent that any ofits employees are required pursuant to section 414(n) of the Code to be treated as employees of theBank; and any other entity that is required to be aggregated with the Bank pursuant to regulationsunder section 414(o) of the Code.          **Section 1.3*****Applicable Limitation***means any of the following: (a) the limitation on annualcompensation that may be recognized under a tax-qualified plan for benefit computation purposespursuant to section 401(a)(17) of the Code; (b) the maximum limitation on annual benefits payableby a tax-qualified defined benefit plan pursuant to section 415(b) of the Code; (c) the maximumlimitation on annual additions to a tax-qualified defined contribution plan pursuant to section415(c) of the Code; (d) the maximum limitation on aggregate annual benefits and annual additionsunder a combination of tax-qualified defined benefit and defined contribution plans maintained by asingle employer pursuant to section 415(e) of the Code; (e)the maximum limitation on annual elective deferrals to a qualified cash or deferredarrangement

 
pursuant to section 402(g) of the Code; (f) the annual limitation on elective deferralsunder a qualified cash or deferred arrangement by highly compensated employees pursuant to section401(k) of the Code; (g) the annual limitation on voluntary employee contributions by, and employermatching contributions for, highly compensated employees pursuant to section 401(m) of the Code and(h) any limitation on the definition of compensation employed for benefit accrual purposes underthe ESOP, Retirement Plan or Savings Plan pursuant to which compensation deferred under theOfficers’ Deferred Compensation Plan is excluded solely because of such deferral..          **Section 1.4*****Bank***means Hudson City Savings Bank and any successor thereto.          **Section 1.5*****Beneficiary***means any person, other than a Member or Former Member, who isdetermined to be entitled to benefits under the terms of the Plan.          **Section 1.6*****Board***means the Board of Directors of the Bank.          **Section 1.7*****Change in Control***means the happening of any of the following events:     (a) the occurrence of any event upon which any “person” (as such term is usedin sections 13(d) and 14(d) of the Exchange Act), other than (i) a trustee or otherfiduciary holding securities under an employee benefit plan maintained for thebenefit of employees of Hudson City Bancorp, Inc.; (ii) a corporation owned,directly or indirectly, by the stockholders of the Hudson City Bancorp, Inc. insubstantially the same proportions as their ownership of stock of Hudson CityBancorp, Inc.; or (iii) any group constituting a person in which employees of HudsonCity Bancorp, Inc. are substantial members, becomes the “beneficial owner” (asdefined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly,of securities issued by Hudson City Bancorp, Inc. representing 25% or more of thecombined voting power of all of Hudson City Bancorp, Inc.’s then outstandingsecurities; or     (b) the occurrence of any event upon which the individuals who were members ofthe Board as of the date this Plan was adopted, together with individuals whoseelection by the Board or nomination for election by Hudson City Bancorp, Inc.’sshareholders was approved by the affirmative vote of at least two-thirds of themembers of the Board then in office who were either members of the Board on the datethis Plan is adopted or whose nomination or election was previously so approved,cease for any reason to constitute a majority of the members of the Board, butexcluding, for this purpose, any such individual whose initial assumption of officeis in connection with an actual or threatened election contest relating to theelection of directors of Hudson City Bancorp, Inc. (as such terms are used in Rule14a-11 of Regulation 14A promulgated under the Exchange Act); or     (c) the shareholders of Hudson City Bancorp, Inc. approve either:
2

 
     (i) a merger or consolidation of Hudson City Bancorp, Inc. with anyother corporation, other than a merger or consolidation following which bothof the following conditions are satisfied:     (A) either (1) the members of the Board of Hudson CityBancorp, Inc. immediately prior to such merger or consolidationconstitute at least a majority of the members of the governing bodyof the institution resulting from such merger or consolidation; or(2) the shareholders of Hudson City Bancorp, Inc. own securities ofthe institution resulting from such merger or consolidationrepresenting 80% or more of the combined voting power of all suchsecurities then outstanding in substantially the same proportionsas their ownership of voting securities of Hudson City Bancorp,Inc. before such merger or consolidation; and     (B) the entity which results from such merger or consolidationexpressly agrees in writing to assume and perform Hudson CityBancorp, Inc.’s obligations under the Plan; or     (ii) a plan of complete liquidation of Hudson City Bancorp, Inc. or anagreement for the sale or disposition by Hudson City Bancorp, Inc. of all orsubstantially all of its assets; and     (d) any event that would be described in section 1.7(a), (b) or (c) if “HudsonCity Savings Bank” were substituted for “Hudson City Bancorp, Inc.” therein.          **Section 1.8*****Change in Control Event***means, with respect to a Member: (a) a change inownership of the Member’s Service Recipient; (b) a change in effective control of the Member’sService Recipient; or (c) a change in the ownership of a substantial portion of the assets of theMember’s Service Recipient. The existence of a Change in Control Event shall be determined by theplan administrator in accordance with section 409A of the Code and the regulations thereunder.          **Section 1.9*****Code***means the Internal Revenue Code of 1986 (including the correspondingprovisions of any prior law or succeeding law).          **Section 1.10*****Committee***means the Employee Benefit Plans Committee of the Board, or such otherperson, committee or other entity as shall be designated by or on behalf of the Board to performthe duties set forth in Article VII.          **Section 1.11*****Company***means Hudson City Bancorp, Inc. or any successor thereto.          **Section 1.12*****Disability***means, with respect to a Member, any medically determinable physicalor mental impairment which can be expected to result in death or to last for a continuous period ofat least twelve (12) months and as a result of which either: (a) the
3

 
Member is unable to engage inany substantial gainful activity or (b) the Member has been receiving income replacement benefitsfor a period of at least three (3) months under an accident and health plan covering employees ofthe Member’s Employer. The existence of a Disability shall be determined by the plan administratorin accordance with section 409A of the Code and the regulations thereunder.          **Section 1.13*****Eligible Employee***means an Employee who is eligible for participation in thePlan in accordance with the provisions of Article II.          **Section 1.14*****Employee***means any person, including an officer, who is employed by anyAffiliated Employer.          **Section 1.15*****Employer***means the Company and the Bank and any Affiliated Employer which, withthe prior written approval of the Board of Directors of the Company and subject to such terms andconditions as may be imposed by the Board of Directors of the Company, shall adopt this Plan.          **Section 1.16*****Employer Contributions***means contributions by any Employer to the ESOP otherthan contributions that result in the allocation of Shares.          **Section 1.17*****ERISA***means the Employee Retirement Income Security Act of l974, as amended fromtime to time (including the corresponding provisions of any succeeding law).          **Section 1.18*****ESOP***means the Employee Stock Ownership Plan of Hudson City Savings Bank, asamended from time to time (including the corresponding provisions of any successor qualifiedemployee stock ownership plan adopted by the Bank).          **Section 1.19*****Exchange Act***means the Securities Exchange Act of 1934, as amended from time totime (including the corresponding provisions of any succeeding law).          **Section 1.20*****Fair Market Value of a Share***means, with respect to a Share on a specified date:     (a) the final quoted sales price on the date in question (or if there is noreported sale on such date, on the last preceding date on which any reported saleoccurred) as reported in the principal consolidated reporting system with respect tosecurities listed or admitted to trading on the principal United States securitiesexchange on which like Shares are listed or admitted to trading; or     (b) if the Shares are not listed or admitted to trading on any such exchange,the closing bid quotation with respect to a Share on such date on the NationalAssociation of Securities Dealers Automated Quotations System, or, if no suchquotation is provided, on another similar system, selected by the Committee, then inuse; or
4

 
     (c) if sections 1.20(a) and (b) are not applicable, the fair market value of aShare as determined by an appraiser independent of any Employer and experienced andexpert in the field of corporate appraisal.          **Section 1.21*****Former Member***means a person whose membership in the Plan has terminated asprovided under section 2.3.          **Section 1.22*****Member***means any person who is participating in the Plan in accordance with itsterms.          **Section 1.23*****Plan***means the Benefit Maintenance Plan of Hudson City Savings Bank, as amendedfrom time to time (including the corresponding provisions of any successor plan adopted by the Bankor Company).          **Section 1.24*****Restored ESOP Benefit***means the benefit payable pursuant to section 3.2 of thePlan.          **Section 1.25*****Restored ESOP Death Benefit***means the death benefit payable pursuant to section4.2 of the Plan.          **Section 1.26*****Retirement Plan***means the Employees’ Retirement Plan of Hudson City Savings Bankas amended from time to time (including the corresponding provisions of any successor qualifieddefined benefit pension plan adopted by the Bank).          **Section 1.27*****Savings Plan***means the Profit Incentive Bonus Plan of Hudson City Savings Bankas amended from time to time (including the corresponding provisions of any successor qualified401(k) plan adopted by the Bank).          **Section 1.28*****Service Recipient***means with respect to a Member on any date: (a) thecorporation for which the Member is performing services on such date; (b) all corporations that areliable to the Member for the benefits due to him under the Plan; (c) a corporation that is amajority shareholder of a corporation described in section 1.28(a) or (b); or (d) any corporationin the chain, ending in a corporation described in section 1.28(a) or (b).          **Section 1.29*****Share***means a share of common stock, par value $.01 per share, of Hudson CityBancorp, Inc.          **Section 1.30*****Stock Unit***means a right to receive a payment under the Plan in an amount equal,on the date as of which such payment is made, to the Fair Market Value of a Share.          **Section 1.31*****Supplemental ESOP Account***means a bookkeeping account that is credited withStock Units and Employer Contributions to reflect all Shares and Employer Contributions (includingany reallocation of amounts forfeited upon the termination of employment of others participating inthe ESOP), respectively, that cannot be allocated to a Member’s account under the ESOP due to theApplicable Limitations.
5

 
          **Section 1.32*****Supplemental ESOP Benefit***means the benefit payable pursuant to section 3.1 ofthe Plan.          **Section 1.33*****Supplemental ESOP Death Benefit***means the death benefit payable pursuant tosection 4.1 of the Plan.          **Section 1.34*****Supplemental Retirement Benefit***means the benefit payable pursuant to section3.3 of the Plan.          **Section 1.35*****Supplemental Retirement Death Benefit***means the death benefit payable pursuantto section 4.3 of the Plan.          **Section 1.36*****Supplemental Savings Account***means a bookkeeping account established a Memberfor purposes of measuring the Member’s benefit (including interest earned before or after the datehereof on any contributions) under the frozen Supplementary Savings Plan of Hudson City SavingsBank.          **Section 1.37*****Supplemental Savings Benefit***means the benefit payable pursuant to section 3.4of the Plan.          **Section 1.38*****Supplemental Savings Death Benefit***means the death benefit payable pursuant tosection 4.4 of the Plan.          **Section 1.39*****Termination of Service***means the later of (i) the date of the Employee’sseparation from service (as defined in section 409A of the Code) with all Employers in allcapacities other than as a non-employee director, whether by resignation, discharge, death,disability, retirement or otherwise..          **Section 1.40*****Unforeseeable Emergency***means, with respect to a Member, a severe financialhardship to the Member resulting from illness or accident of the Member, the Member’s spouse or adependent (within the meaning of section 152(e) of the Code) of the Member, loss of the Member’sproperty due to casualty, or other similar, extraordinary and unforeseeable circumstances arisingas a result of events beyond the control of the Member. The existence of an Unforeseeable Emergencyshall be determined by the plan administrator in accordance with section 409A of the Code and theregulations thereunder.**ARTICLE II****MEMBERSHIP**          **Section 2.1*****Eligibility for Membership***.          Only Eligible Employees may be or become Members. An Employee shall become an EligibleEmployee if:     (a) he has been designated an Eligible Employee by resolution of the Board; and
6

 
     (b) he is a Member of the ESOP and/or Retirement Plan and/or a Participant inthe Savings Plan and the benefits to which he is entitled thereunder are limited byone or more of the Applicable Limitations;*provided, however,*that no person shall be named an Eligible Employee, nor shall any person who hasbeen an Eligible Employee continue as an Eligible Employee, to the extent that such person’sparticipation, or continued participation, in the Plan would cause the Plan to fail to beconsidered maintained for the primary purpose of providing deferred compensation for a select groupof management or highly compensated employees for purposes of ERISA. The Board may, in its solediscretion, designate that an Employee become an Eligible Employee as to any or all of (i) theSupplemental ESOP Benefit under section 3.1 and Supplemental ESOP Death Benefit under section 4.1,(ii) the Restored ESOP Benefit under section 3.2 and the Restored ESOP Death Benefit under section4.2, (iii) the Supplemental Retirement Benefit under section 3.3 and the Supplemental RetirementDeath Benefit under section 4.3 and/or (iv) the Supplemental Savings Benefit under section 3.4 andthe Supplemental Savings Death Benefit under section 4.4. Effective as of January 1, 2004,Supplemental Savings Benefits have been frozen, with the effect that after such date, no additionaladditions or adjustments shall be made to such benefits, except to reflect earnings adjustments onexisting balances.          **Section 2.2*****Commencement of Membership***.          An Employee shall become a Member on the date when he is first designated as an EligibleEmployee by the Board, unless the Board shall, by resolution, establish an earlier or latereffective date of participation for a Member.          **Section 2.3*****Termination of Membership***.          Membership in the Plan shall cease on the earlier of (a) the date of the Member’s Terminationof Service or (b) the date on which he ceases to be an Eligible Employee.**ARTICLE III****BENEFITS TO MEMBERS**          **Section 3.1*****Supplemental ESOP Benefit***.          (a) A Member who has been designated by the Board under section 2.1 for a Supplemental ESOPBenefit under this Plan shall be eligible for such benefit in an amount equal to the sum of:     (i) a number of Stock Units equal to the excess (if any) of (A) the aggregatenumber of Shares (including any reallocation of Shares forfeited upon thetermination of employment of others participating in the ESOP) that would have beencredited to the Member’s account under the ESOP in the absence of the ApplicableLimitations over (B) the number of Shares actually credited to his account under theESOP; plus
7

 
     (ii) if and to the extent that Employer Contributions to the ESOP result inallocations to the Member’s account of assets other than Shares, an amount equal tothe excess (if any) of (A) the aggregate amount of Employer Contributions (includingany reallocation of amounts forfeited upon the termination of employment of othersparticipating in the ESOP) that would have been credited to the Member’s accountunder the ESOP in the absence of the Applicable Limitations over (B) the aggregateamount of Employer Contributions (including any reallocation of amounts forfeitedupon the termination of employment of others participating in the ESOP) actuallycredited to the Member’s account under the ESOP;adjusted for earnings and losses as provided section 3.1(b); *provided, however,*that if the Memberdies before the payment of such Supplemental ESOP Benefit begins, no benefit shall be payable underthis section 3.1 and the Supplemental ESOP Death Benefit, if any, which may be payable shall bedetermined under section 4.1, if applicable to such Member.          (b) In the case of a Member who is eligible for the Supplemental ESOP Benefit, the Committeeshall cause to be maintained a Supplemental ESOP Account. Each Supplemental ESOP Account shall becredited with Stock Units (in respect of Shares) and Employer Contributions as of the date on whichsuch Shares and Employer Contributions, as well as any allocations of unallocated assets held in asuspense account, would have been credited to the Member’s account in the ESOP in the absence ofthe Applicable Limitations. The balance credited to the Supplemental ESOP Account shall beadjusted for earnings or losses as follows:     (i) all Stock Units shall be adjusted from time to time so that the value of aStock Unit on any date is equal to the Fair Market Value of a Share on such date,and the number of Stock Units shall be adjusted as and when appropriate to reflectany stock dividend, stock split, reverse stock split, exchange, conversion, or otherevent generally affecting the number of Shares held by all holders of Shares; and     (ii) (A) except as provided in section 3.1(b)(ii)(B), the balance credited tothe Supplemental ESOP Account that does not consist of Stock Units shall be creditedwith interest as of the last day of each calendar quarter at the highest rate ofinterest credited on certificates of deposit issued by the Bank during that calendarquarter; or     (B) if and to the extent permitted by the Committee, the balance credited toSupplemental ESOP Account that does not consist of Stock Units shall be adjusted asthough such Employer Contributions had been contributed to a trust fund andinvested, for the benefit of the Member, in such investments at such time or timesas the Member shall have designated in such form and manner as the Committee shallprescribe;*provided, however,*that to the extent that the Member shall receive on a current basis any dividendpaid with respect to Shares credited to his account under the ESOP, the bookkeeping
8

 
account established for him under this Plan shall not be adjusted to reflect such dividend and,instead, the Member shall be paid an amount per Stock Unit equal to the dividend per Share receivedby the Member under the ESOP at substantially the same time as such dividend is paid under theESOP.          (c) The Supplemental ESOP Benefit payable to a Member hereunder shall be paid in a single lumpsum as soon as practicable during the calendar year following the calendar year in which theMember’s Termination of Service occurs and shall be in an amount equal to the balance of hisSupplemental ESOP Account. Notwithstanding the foregoing, a Member may, within 30 days after firstbecoming eligible to participate in the Plan for purposes of receiving a Supplemental ESOP Benefit,specify that the Supplemental ESOP Benefit be paid in a different form or commencing at a differenttime by filing a written election, in such form and manner as the Committee may prescribe, withinsuch 30-day period; *provided, however,*that such election shall be applicable only with respect tocompensation payable for services to be performed subsequent to the election.          (d) Notwithstanding anything in the Plan to the contrary, any Member who will be seventy (70)years old or older as of December 31, 2006 may, by written election on or before December 31, 2006and in such form and manner as the Committee may prescribe, elect to terminate participation in thePlan with respect to the Supplemental ESOP Benefit and receive payment in an amount equal to thebalance of his Supplemental ESOP Account on a specified date or pursuant to a specified schedule;*provided, however,*that no such payment(s) shall be made prior to January 1, 2007.          **Section 3.2*****Restored ESOP Benefit***.          (a) A Member who has been designated by the Board under section 2.1 to recover the RestoredESOP Benefit shall be entitled, upon his Termination of Service upon or after attaining normalretirement age or being eligible for an early retirement benefit under the terms of the RetirementPlan, to an unfunded, unsecured promise from the Bank to receive an amount determined by:     (i) projecting the total number of Shares that would have been allocated to theMember’s account under the terms of the ESOP and the ESOP Restoration Plan had theMember continued in the employ of the Bank measured from the date the Member wasfirst eligible to participate in the ESOP until the ESOP loan was repaid in full andall of the Shares acquired when the ESOP loan was made were allocated; and then     (ii) reducing the number of Shares projected in section 3.2(a)(i) above, by theactual number of Shares allocated to the Member under the terms of the ESOP and theESOP Restoration Plan as of the last day of the final plan year of the ESOP in whichthe Member was an active Member for purposes of allocations under the ESOP; and     (iii) multiplying the number of Shares determined in section 3.2(a)(ii) aboveby the average of the closing prices of such Shares at the end of each fiscal
9

 
quarter during the preceding twelve fiscal quarters immediately preceding (orsuch fewer quarters as the Member has been a Member) the Member’s Termination ofService;*provided, however,*that if the Member dies before the payment of such Restored ESOP Benefit begins,no benefit shall be payable under this section 3.2 and the Restored ESOP Death Benefit, if any,which may be payable shall be determined under section 4.2, if applicable to such Member.          (b) The projection of Shares required by section 3.2(a)(i) above shall be performed by apublic accountant based on assumptions which the Committee has approved as reasonable at the timethe calculation of the benefit payable to the Member is performed.          (c) The Restored ESOP Benefit payable to a Member hereunder shall be paid in a single lump sumas soon as practicable during the calendar year following the calendar year in which the Member’sTermination of Service occurs and shall be in an amount determined pursuant to section 3.2(a)above. Notwithstanding the foregoing, a Member may, within 30 days after first becoming eligibleto participate in the Plan for purposes of receiving a Restored ESOP Benefit, specify that theRestored ESOP Benefit be paid in a different form or commencing at a different time by filing awritten election, in such form and manner as the Committee may prescribe, within such 30-dayperiod; *provided, however,*that such election shall be applicable only with respect to compensationpayable for services to be performed subsequent to the election.          (d) Notwithstanding anything in the Plan to the contrary, any Member who will be seventy (70)years old or older as of December 31, 2006 may, by written election on or before December 31, 2006and in such form and manner as the Committee may prescribe, elect to terminate participation in thePlan with respect to the Restored ESOP Benefit and receive payment of the Restored ESOP Benefit inan amount determined pursuant to section 3.2(a) above on a specified date or pursuant to aspecified schedule; *provided, however,*that no such payment(s) shall be made prior to January 1,2007.          **Section 3.3*****Supplemental Retirement Benefit***.          (a) A Member who has been designated by the Board under section 2.1 to receive theSupplemental Retirement Benefit shall be eligible for a Supplemental Retirement Benefit under thisPlan in an amount equal to the excess of :     (i) The normal retirement allowance, early retirement allowance or disabilityretirement allowance (as applicable) to which he would be entitled under theRetirement Plan in the absence of the Applicable Limitations; over     (ii) The actual normal retirement allowance, early retirement allowance ordisability retirement allowance (as applicable) to which he is entitled under theRetirement Plan;in each case computed as of the date on which his benefit under the Retirement Plan is scheduled tocommence. The Committee may, in its discretion grant additional years of credited service for
10

 
purposes of computing the Supplemental Retirement Benefit; in such event the calculation in section3.3(a)(i) shall reflect such additional years of credited service.          (b) The Supplemental Retirement Benefit shall become 100% vested and nonforfeitable if aMember terminates employment on or after the date he attains age 65, has ten (10) years of service,dies or becomes disabled (within the meaning of the Retirement Plan). If a Member terminatesemployment while the Plan is still in effect and prior to any of the foregoing events, he shallforfeit all rights to a Supplemental Retirement Benefit.          (c) In the event of a Change in Control, the Supplemental Retirement Benefit shall become 100%vested and nonforfeitable and no actuarial reductions shall be applied.          (d) The Supplemental Retirement Benefit shall be paid:     (i) To a married Member, in a monthly 100% joint and survivor annuity payablefor the life of the Member, beginning on the first day of the month coincident withor next following the date of his retirement and upon his death, the monthly paymentshall continue to his surviving spouse for her life, or to his child up to age 21 ifhis surviving spouse dies;     (ii) To an unmarried Member, in a monthly single life annuity, beginning on thefirst day of the month coincident with or next following the date of his retirementand ending with the monthly payment immediately preceding his date of death;*provided, however,*that if the Member dies before the payment of such Supplemental RetirementBenefit begins, no benefit shall be payable under this section 3.3 and the Supplemental RetirementDeath Benefit, if any, which may be payable shall be determined under section 4.3, if applicable tosuch Member. For this purpose, a Member’s marital status shall be determined as of the date of thefirst benefit payment.          (d) With the consent of the Committee, a Member may, within thirty (30) days after firstbecoming eligible to participate in the Plan for purposes of receiving the Supplemental RetirementBenefit, elect that the Supplemental Retirement Benefit be paid in a different form or commencingat a different time by filing a written election, in such form and manner as the Committee mayprovide, within such thirty (30) day period, and the amount of such benefit shall be the actuarialequivalent of the benefit payable in the absence of such election; *provided, however,*that suchelection shall be applicable only with respect to compensation payable for services to be performedsubsequent to the election. The actuarial equivalent shall be computed on the basis of an eightpercent (8%) interest rate assumption and the Unisex Pension Mortality Table for 1984 with ages setback two (2) years.          (e) Notwithstanding section 3.3(d), each Member may elect at any time that the SupplementalRetirement Benefit be paid in a different form or commencing at a different time by filing awritten election, in such form and manner as the Committee may provide; *provided, however*, that
11

 
     (i) Any such election shall not take effect until twelve (12) months after itis received by the Committee; and     (ii) In the case of an election to defer a payment to be made on account of anevent other than the Member’s death, Disability or Unforeseeable Emergency, thefirst payment made under such election shall not occur until at least five (5) yearslater than such payment would otherwise have been made; and     (iii) In the case of an election to defer a payment to be made at a specifiedtime or pursuant to a fixed schedule, such election shall be made at least twelve(12) months prior to the date the payment (or the first payment, if applicable), isscheduled to be made.          **Section 3.4*****Supplemental Savings Benefit***.          (a) A Member who has been designated by the Board under section 2.1 to receive theSupplemental Retirement Benefit shall be entitled to the amount credited to his SupplementalSavings Account as of December 31, 2004, plus interest credited as of the end of each calendarquarter until the date of payment at the highest rate of interest credited on certificates ofdeposit issued by the Bank during that calendar quarter or according to such other interestcrediting or investment earnings mechanism as the Committee may authorize. The SupplementalSavings Benefit shall be paid in a single lump sum as soon as practicable following the last day ofthe calendar year in which (i), (ii), (iii) or (iv) below occurs, as designated by the Member onhis membership form prior to the date he became a Member:     (i) The Member’s Termination of Service,     (ii) The Member attains a designated age not less than age 591/2 or greater thanage 701/2,     (iii) The earlier of (i) or (ii), or     (iv) The later of (i) or (ii);*provided, however,*that if the Member dies before payment of the Supplemental Savings Benefitbegins, no benefit shall be payable under this section 3.4 and the Supplemental Savings DeathBenefit, if any, which may be payable shall be determined under section 4.4, if applicable to suchMember. In the event that a Member failed to designate a commencement date in accordance with theforegoing, payment shall be made in accordance with section 3.4(a)(i).          (b) Notwithstanding anything to the contrary in section 3.4(a), a Member or former Member may,subject to the Committee’s approval, by written election given in such form and manner as theCommittee may prescribe, make an irrevocable election to receive distribution of his SupplementalSavings Account in annual installments over a period not to exceed fifteen (15) years; *provided,however*, that     (i) Any such election shall not take effect until twelve (12) months after itis received by the Committee; and
12

 
          (ii) Such election shall be made at least twelve (12) months prior to the datethe payment (or the first payment, if applicable), is scheduled to be made.; and               (iii) Such election shall conform to the requirements of section 409A of theCode.          (c) The Committee shall maintain, or cause to be maintained, records showing the individualbalances of each Member’s Supplemental Savings Account. At least once a year, each Member shall befurnished with a statement setting forth the value of his Supplemental Savings Account.**ARTICLE IV****DEATH BENEFITS**          **Section 4.1*****Supplemental ESOP Death Benefit***.          If a Member who is eligible for a Supplemental ESOP Benefit under section 3.1 dies before thepayment of such benefit begins, a Supplemental ESOP Death Benefit shall be payable to the Member’sBeneficiary under this Plan in amount equal to the balance credited to the Supplemental ESOPAccount established for the Member under section 3.1(b). Such benefit shall be paid in a singlelump as soon as practical during the calendar year following the death of the Member, and theSupplemental ESOP Account established for such Member pursuant to section 3.1(b) shall continue tobe adjusted as provided therein through the last day of the last calendar month to end prior to thedate of payment.
13

 
          **Section 4.2*****Restored ESOP Death Benefit***.          If a Member who is eligible for a Restored ESOP Benefit under section 3.2 dies before thepayment of such benefit begins, a Restored ESOP Death Benefit shall be payable to the Member’sBeneficiary under this Plan in amount determined pursuant to section 3.2(a). Such benefit shall bepaid in a single lump as soon as practical during the calendar year following the death of theMember.          **Section 4.3*****Supplemental Retirement Death Benefit***.          If a Member who is eligible for a Supplemental Retirement Benefit under section 3.3 hascompleted ten (10) years of service and dies before the payment of such benefit begins, aSupplemental Retirement Death Benefit shall be payable to such Member’s spouse, or child up toage 21 if his surviving spouse dies, in the form of a 100% joint and survivor annuity such that hisspouse (or child, if applicable) shall receive 100% of the annuity that the Member would havereceived if the Member had retired on the day before his death and began to receive a 100% jointand survivor annuity. Written election (which may, subject to the requirements of section 409A ofthe Code, be revoked at any time) may be made to waive this preretirement joint and survivorannuity. Such waiver will not be valid unless endorsed by the Member’s spouse’s notarized (orwitnessed) consent.          **Section 4.4*****Supplemental Savings Death Benefit***          If a Member who is eligible for a Supplemental Savings Benefit under section 3.4 dies beforepayment of any or all of the balance of his Supplemental Savings Account, a Supplemental SavingsDeath Benefit shall be payable in a single lump sum to the Member’s Beneficiary under this Plan assoon as practical during the calendar year following the Member’s death in the amount of thebalance of his Supplemental Savings Account.          **Section 4.5*****Beneficiaries***.          A Member or Former Member may designate a Beneficiary or Beneficiaries to receive any survivorbenefits payable under the Plan upon his death. Any such designation, or change therein orrevocation thereof, shall be made in writing in the form and manner prescribed by the Committee,shall be revocable until the death of the Member, and shall thereafter be irrevocable; *provided,however,*that any change or revocation shall be effective only if received by the Committee priorto the Member’s or Former Member’s death. If a Member or Former Member shall die without havingeffectively named a Beneficiary, he shall be deemed to have named his estate as his soleBeneficiary. If a Member or Former Member and his designated Beneficiary shall die incircumstances which give rise to doubt as to which of them shall have been the first to die, theMember or Former Member shall be deemed to have survived the Beneficiary. If a Member or FormerMember designates more than one Beneficiary, all shall be deemed to have equal shares unless theMember or Former Member shall expressly provide otherwise.
14

 
          **Section 4.6*****One-Time Payment Elections***.          Each Member may, at any time prior to January 1, 2009, elect that any benefit payable underthe Plan after December 31, 2008 be paid at a time or in a form permitted under the Plan other thantime and form in effect before the election is made; *provided, however*that such election shall notresult in any payment being made prior to January 1, 2009.**ARTICLE V****EARLY DISTRIBUTIONS AND OTHER DISTRIBUTION REQUIREMENTS**          **Section 5.1*****Unforeseeable Emergency.***          In the event that a Member has suffered an Unforeseeable Emergency, the Committee may, in itssole discretion and to the extent permitted under section 409A of the Code, allow such Member toobtain a lump sum withdrawal of an amount credited to him under the Plan that does not exceed theamount necessary to alleviate the Unforeseeable Emergency.          **Section 5.2*****Domestic Relations Order***.          To the extent required to comply with the terms of a domestic relations order (within themeaning of section 414(p) of the Code) directed to and served upon the Plan, the Committee maydirect the payment of all or any portion of the amount credited to him under the Plan at any timeor in accordance with any payment schedule set forth in such order.          **Section 5.3*****Compliance with Certificate of Divestiture***.          To the extent necessary to effect compliance with a certificate of divestiture (within themeaning of section 1043(b)(2) of the Code), the Committee may permit the distribution of all or aportion of the amount credited to him under the Plan earlier than the times otherwise provided inthe Plan.          **Section 5.4*****Mandatory Cashout of Small Balances***.          Notwithstanding anything in the Plan to the contrary but subject to section 5.5 if, as ofDecember 31st of any calendar year in which the Member’s Termination of Service occurs,(i) the aggregate amount payable in respect of the Supplemental ESOP Benefit, the Restored ESOPBenefit and the Supplemental Savings Benefit is $10,000 or less, and/or (ii) the amount payable inrespect of the Supplemental Retirement Benefit is $10,000 or less, in each case, the entire amountcredited to him in respect of such benefit(s) shall be distributed in a single lump sum payment assoon as practicable during the immediately following calendar year (but in no event later than thelater of December 31st of the year in which the Member’s Termination ofService occurs and the fifteenth (15th) day of the third (3rd) monthfollowing the Member’s Termination of Service).          **Section 5.5*****Restrictions on Payments to Specified Employees***.
15

 
          Notwithstanding anything in the Plan to the contrary, to the extent required under section409A of the Code, no payment to be made to a specified employee (within the meaning of section 409Aof the Code) on or after the date of his Termination of Service shall be made sooner than, andshall if necessary be deferred to, six (6) months after such Termination of Service.          **Section 5.6 *Payment in Shares.***          Notwithstanding anything in the Plan to the contrary, any benefit payable under the Plan thatis denominated in Stock Units or other phantom Shares or adjusted for earnings based on changes inthe value of a Share may, at the discretion of the Committee be paid by distribution to the paymentrecipient of a number of Shares of equivalent value.**ARTICLE VI****TRUST FUND**          **Section 6.1*****Establishment of Trust***.          The Company may establish a trust fund which may be used to accumulate funds to satisfybenefit liabilities to Members, Former Members and their Beneficiaries under the Plan; *provided,however,*that the assets of such trust shall be subject to the claims of the creditors of theCompany in the event that it is determined that the Company is insolvent; and *provided, further,*that the trust agreement shall contain such terms, conditions and provisions as shall be necessaryto cause the Company to be considered the owner of the trust fund for federal, state or localincome tax purposes with respect to all amounts contributed to the trust fund or any incomeattributable to the investments of the trust fund. The Company shall pay all costs and expensesincurred in establishing and maintaining such trust. Any payments made to a Member, Former Memberor Beneficiary from a trust established under this section 6.1 shall offset payments which wouldotherwise be payable by the Company in the absence of the establishment of such trust. Any suchtrust will conform to the terms of the model trust described in Revenue Procedure 92-64, as thesame may be modified from time to time.          **Section 6.2*****Contributions to Trust***.          If a trust is established in accordance with section 6.1, the Company shall make contributionsto such trust in such amounts and at such times as may be specified by theCommittee or as may be required pursuant to the terms of the agreement governing theestablishment and operation of such trust.          **Section 6.3*****Unfunded Character of Plan***.          Notwithstanding the establishment of a trust pursuant to section 6.1, the Plan shall beunfunded for purposes of the Code and ERISA. Any liability of the Bank, the Company or anotherEmployer to any person with respect to benefits payable under the Plan shall be based solely uponsuch contractual obligations, if any, as shall be created by the Plan, and shall give
16

 
rise only toa claim against the general assets of the Bank, the Company or such other Employer. No suchliability shall be deemed to be secured by any pledge or any other encumbrance on any specificproperty of the Bank, the Company or any other Employer.**ARTICLE VII****ADMINISTRATION**          **Section 7.1*****The Committee***.          Except for the functions reserved to the Bank or the Board, the administration of the Planshall be the responsibility of the Committee. The Committee shall have the power and the duty totake all actions and to make all decisions necessary or proper to carry out the Plan. Thedetermination of the Committee as to any question involving the general administration andinterpretation of the Plan shall be final, conclusive and binding. Any discretionary actions to betaken under the Plan by the Committee shall be uniform in their nature and applicable to allpersons similarly situated. Without limiting the generality of the foregoing, the Committee shallhave the following powers:     (a) to furnish to all Members, upon request, copies of the Plan and to requireany person to furnish such information as it may request for the purpose of theproper administration of the Plan as a condition to receiving any benefits under thePlan;     (b) to make and enforce such rules and regulations and prescribe the use ofsuch forms as it shall deem necessary for the efficient administration of the Plan;     (c) to interpret the Plan, and to resolve ambiguities, inconsistencies andomissions, and the determinations of the Committee in respect thereof shall bebinding, final and conclusive upon all interested parties;     (d) to decide on questions concerning the Plan in accordance with theprovisions of the Plan;     (e) to determine the amount of benefits which shall be payable to any person inaccordance with the provisions of the Plan, to hear and decide claims for benefits,and to provide a full and fair review to any Member whose claim for benefits hasbeen denied in whole or in part;     (f) to designate a person, who may or may not be a member of the Committee, as“plan administrator” for purposes of the ERISA;     (g) to allocate any such powers and duties to or among individual members ofthe Committee; and
17

 
     (h) to designate persons other than Committee members to carry out any duty orpower which would otherwise be a responsibility of the Committee or administratorunder the terms of the Plan.          **Section 7.2*****Liability of Committee Members and Their Delegates***.          To the extent permitted by law, the Committee and any person to whom it may delegate any dutyor power in connection with administering the Plan, the Bank, the Company, any Employer, and theofficers and directors thereof, shall be entitled to rely conclusively upon, and shall be fullyprotected in any action taken or suffered by them in good faith in the reliance upon, any actuary,counsel, accountant, other specialist, or other person selected by the Committee, or in relianceupon any tables, valuations, certificates, opinions or reports which shall be furnished by any ofthem. Further, to the extent permitted by law, no member of the Committee, nor the Bank, theCompany, any Employer, nor the officers or directors thereof, shall be liable for any neglect,omission or wrongdoing of any other members of the Committee, agent, officer or employee of theBank, the Company or any Employer. Any person claiming benefits under the Plan shall look solelyto the Employer for redress.          **Section 7.3*****Plan Expenses***.          All expenses incurred prior to the termination of the Plan that shall arise in connection withthe administration of the Plan (including, but not limited to administrative expenses, propercharges and disbursements, compensation and other expenses and charges of any actuary, counsel,accountant, specialist, or other person who shall be employed by the Committee in connection withthe administration of the Plan), shall be paid by the Bank.          **Section 7.4*****Facility of Payment***.          If the Company is unable to make payment to any Member, Former Member Beneficiary, or anyother person to whom a payment is due under the Plan because it cannot ascertain the identity orwhereabouts of such Member, Former Member, Beneficiary, or other person after reasonable effortshave been made to identify or locate such person (including a notice of the payment so due mailedto the last known address of such Member, Former Member, Beneficiary, or other person shown on therecords of the Employer), such payment and all subsequent payments otherwise due to such Member,Former Member, Beneficiary or other person shall be forfeited 24 months after the date such paymentfirst became due; *provided, however,*that such payment and any subsequent payments shall bereinstated, retroactively, no later than 60 days after the date on which the Member, Former Member,Beneficiary, or other person is identified or located.**ARTICLE VIII****AMENDMENT AND TERMINATION**          **Section 8.1*****Amendment by the Bank***.          The Bank reserves the right, in its sole and absolute discretion, at any time and from totime, by action of the Board, to amend the Plan in whole or in part. In no event,
18

 
however, shallany such amendment adversely affect the right of any Member, Former Member or Beneficiary toreceive any benefits under the Plan in respect of participation for any period ending on or beforethe later of the date on which such amendment is adopted or the date on which it is made effective.          **Section 8.2*****Termination***.          (a) The Company also reserves the right, in its sole and absolute discretion, by action of theBoard, to terminate the Plan, but only in the following circumstances:     (i) Within thirty (30 days prior to or twelve (12) months after any Change inControl Event; and     (ii) At such other time and in such other circumstances as may be permittedunder section 409A of the Code.In such event, all benefits theretofore accrued shall be 100% vested, no further benefits shallaccrue, and undistributed benefits attributable to participation prior to the date of terminationshall, to the extent not in pay status, be distributed in lump sum payments as soon as practicablefollowing the effective date of termination and, to the extent already in pay status, be maintainedand distributed in accordance with the payment election in effect, unless the Board of Directorsspecifies otherwise in its resolution of termination in accordance with the requirements of section409A of the Code.          (b) Notwithstanding anything to the contrary in the Plan, the Plan shall terminateautomatically upon the occurrence of a Change in Control Event, or, with respect to a Change inControl Event that is contemplated by a definitive written agreement, upon the delivery to the planadministrator of a written certification of the President and Chief Executive Officer of theCompany that all material conditions to the consummation of the Change in Control Eventcontemplated by such definitive agreement have been satisfied or waived and the closing of suchtransaction will occur within thirty (30) days thereafter. In such event, undistributed benefitsattributable to participation prior to the date of termination shall be distributed as though eachMember terminated employment with the Bank, the Company and all other Employers as of the effectivedate of termination of the Plan.          (c) The Company reserves the right, in its sole and absolute discretion, by action of theBoard, to suspend the operation of the Plan, but only in the following circumstances:     (i) With respect to Supplemental ESOP Benefits, Restored ESOP Benefits,Supplemental Retirement Benefits and/or Supplemental Savings Benefits to becontributed and/or earned, as applicable, for the calendar years beginning after thedate of adoption of the resolution suspending the operation of the Plan; and     (ii) At such other time and in such other circumstances as may be permittedunder section 409A of the Code.
19

 
In such event, no further benefits shall accrue following the effective date of the suspense andany accounts in existence or other amounts payable prior to such date shall continue to bemaintained, and payments shall continue to be made, in accordance with the provisions of the Plan.          (d) Except for any automatic termination provided for in the Plan, the Plan may only beterminated by resolution of the Board or by written instrument signed by an officer of the Companyauthorized by resolution of the Board to effect such termination.          **Section 8.3*****Amendment or Termination by Other Employers***.          In the event that a corporation or trade or business other than the Bank shall adopt thisPlan, such corporation or trade or business shall, by adopting the Plan, empower the Bank to amendor terminate the Plan, insofar as it shall cover employees of such corporation or trade orbusiness, upon the terms and conditions set forth in sections 8.1 and 8.2; *provided, however,*thatany such corporation or trade or business may, by action of its board of directors or othergoverning body, amend or terminate the Plan, insofar as it shall cover employees of suchcorporation or trade or business, at different times and in a different manner. In the event ofany such amendment or termination by action of the board of directors or other governing body ofsuch a corporation or trade or business, a separate plan shall be deemed to have been establishedfor the employees of such corporation or trade or business, and any amounts set aside to providefor the satisfaction of benefit liabilities with respect to Employees of such corporation or tradeor business shall be segregated from the assets set aside for the purposes of this Plan at theearliest practicable date and shall be dealt with in accordance with the documents governing suchseparate plan.**ARTICLE IX****MISCELLANEOUS PROVISIONS**          **Section 9.1*****Construction and Language***.          Wherever appropriate in the Plan, words used in the singular may be read in the plural, wordsused in the plural may be read in the singular, and the masculine gender may be read to refer tothe feminine gender or the neuter. Any reference to an Article or section shall refer to anArticle or section of the Plan, unless otherwise indicated.          **Section 9.2*****Headings***.          The headings of Articles and sections are included solely for convenience of reference. Ifthere is any conflict between such headings and the text of the Agreement, the text shall control.          **Section 9.3*****Non-Alienation of Benefits***.          Except as may otherwise be required by law, no distribution or payment under the Plan to anyMember, Former Member or Beneficiary shall be subject in any manner to anticipation, alienation,sale, transfer, assignment, pledge, encumbrance or charge, whether
20

 
voluntary or involuntary, andany attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the sameshall be void; nor shall any such distribution or payment be in any way liable for or subject tothe debts, contracts, liabilities, engagements or torts of any person entitled to such distributionor payment. If any Member, Former Member or Beneficiary is adjudicated bankrupt or purports toanticipate, alienate, sell, transfer, assign, pledge encumber or charge any such distribution orpayment, voluntarily or involuntarily, the Committee, in its sole discretion, may cancel suchdistribution or payment or may hold or cause to be held or applied such distribution or payment, orany part thereof, to or for the benefit of such Member, Former Member or Beneficiary, in suchmanner as the Committee shall direct; *provided, however,*that no such action by the Committee shallcause the acceleration or deferral of any benefit payments from the date on which such payments arescheduled to be made.          **Section 9.4*****Indemnification***.          The Bank shall indemnify, hold harmless and defend each Member, Former Member and Beneficiary,against their reasonable costs, including legal fees, incurred by them or arising out of anyaction, suit or proceeding in which they may be involved, as a result of their efforts, in goodfaith, to defend or enforce the obligation of the Bank, the Company and any other Employer underthe terms of the Plan.          **Section 9.5*****Severability***.          A determination that any provision of the Plan is invalid or unenforceable shall not affectthe validity or enforceability of any other provision hereof.          **Section 9.6*****Waiver***.          Failure to insist upon strict compliance with any of the terms, covenants or conditions of thePlan shall not be deemed a waiver of such term, covenant or condition. A waiver of any provisionof the Plan must be made in writing, designated as a waiver, and signed by the party against whomits enforcement is sought. Any waiver or relinquishment of any right or power hereunder at any oneor more times shall not be deemed a waiver or relinquishment of such right or power at any othertime or times.          **Section 9.7*****Governing Law***.          The Plan shall be construed, administered and enforced according to the laws of the State ofNew Jersey without giving effect to the conflict of laws principles thereof, except to the extentthat such laws are preempted by federal law. The federal and state courts located in BergenCounty, New Jersey shall have exclusive jurisdiction over any claim, action, complaint or lawsuitbrought under the terms of the Plan. By accepting any payment under this Plan, the Member and anyother person claiming any rights under the Plan, agrees to submit himself, and any such legalaction as he shall bring under the Plan, to the sole jurisdiction of such courts for theadjudication and resolution of any such disputes. Any payments made pursuant to this Plan aresubject to and conditioned upon their compliance with 12 U.S.C. section 1828(k) and any regulationspromulgated thereunder.          **Section 9.8*****Withholding***.
21

 
          Payments from this Plan shall be subject to all applicable federal, state and local incomewithholding taxes.          **Section 9.9*****No Deposit Account***.          Nothing in this Plan shall be held or construed to establish any deposit account for anyMember or any deposit liability on the part of the Bank. Members’ rights hereunder shall beequivalent to those of a general unsecured creditor of each Employer.          **Section 9.10*****Rights of Employees***.          No Employee shall have any right or claim to any benefit under the Plan except in accordancewith the provisions of the Plan. The establishment of the Plan shall not be construed asconferring upon any Employee or other person any legal right to a continuation of employment or toany terms or conditions of employment, nor as limiting or qualifying the right of an Employer todischarge any Employee.          **Section 9.11*****Status of Plan Under ERISA***.          The Plan is intended to be (a) to the maximum extent permitted under applicable laws, anunfunded, non-qualified excess benefit plan as contemplated by section 3(36) of ERISA for thepurpose of providing benefits in excess of the limitations imposed under section 415 of the Code,and (b) to the extent not so permitted, an unfunded, non-qualified plan maintained primarily forthe purpose of providing deferred compensation for highly compensated employees, as contemplated bysections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Plan is not intended to comply with therequirements of section 401(a) of the Code or to be subject to Parts 2, 3 and 4 of Title I ofERISA. The Plan shall be administered and construed so as to effectuate this intent.          **Section 9.12*****Successors and Assigns.***          The provisions of the Plan will inure to the benefit of and be binding upon the Members andtheir respective legal representatives and testate or intestate distributees, and eachEmployer and their respective successors and assigns, including any successor by merger orconsolidation or statutory receiver or any other person or firm or corporation to which all orsubstantially all of the assets and business of any Employer may otherwise be sold or otherwisetransferred.          **Section 9.13*****Compliance with Section 409A of the Code.***          The Plan is intended to be a non-qualified deferred compensation plan described in section409A of the Code. The Plan shall be operated, administered and construed to give effect to suchintent. In addition, the Plan shall be subject to amendment, with or without advance notice toMembers and other interested parties, and on a prospective or retroactive basis, including but notlimited to amendment in a manner that adversely affects the rights of Members and other interestedparties, to the extent necessary to effect such compliance.
22