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                                                                   EXHIBIT 10.21

                            HUDSON CITY SAVINGS BANK

                        DEATH BENEFIT FOR SENIOR OFFICERS
         (a form of Deferred Compensation/Alternative to Post-Retirement
                       Death Benefit for Senior Officers)

            This Agreement entered into this 18th day of February 1986 between
Hudson City Savings Bank, a corporation having its principal place of business
at West 80 Century Road, Paramus, N.J. (herein called the Bank and Leonard S.
Gudelski herein called the Senior Officer).

                              W I T N E S S E T H:

            WHEREAS, Senior Officer has been employed by the Bank since
September 8, 1969 and by reason thereof has acquired experience and knowledge of
considerable value to the Bank, and

            WHEREAS, the Bank wishes to offer an inducement to Senior Officers
to remain in its employ by providing a Death Benefit, a form of Deferred
Compensation, such benefit to be compensation beyond his regular salary for
services which he has rendered or will hereafter render, and such benefit may at
the Bank's discretion, be funded in part or whole by a life insurance policy on
the life of the Senior Officer or by other appropriate assets purchased by the
Bank for purposes of this Agreement.

            WHEREAS, if Senior Officer continues in the employ of the Bank

            NOW THEREFORE, it is mutually agreed as follows:

            (1) The Bank which currently employs the Senior Officer at the time
of this Agreement, and Senior Officer enjoying such employment, accept the
conditions which are hereinafter set forth in the Agreement.

            (2) As compensation for his services the Bank hereby agrees to
provide Senior Officer, and Senior Officer hereby agrees to accept from the Bank
a Death Benefit payable upon his death while actively employed or after
retirement. This benefit to be determined by the Board of Managers of the Bank.
Such Death Benefit to be according to officer levels as follows:

<TABLE>
<S>                                              <C>
Assistant Vice President                         $25,000
Vice President                                    35,000
Senior or Executive Vice President                40,000
President or Chairman                             50,000
</TABLE>

            (3) Effective this day, the Senior Officer, serving in the critical
key position of President & COO and having a key position in the Bank is
immediately eligible for the stated death benefit, the Bank commencing with this
day will assume the liability for providing to the Senior Officer the above
stated Death Benefit, such benefit to be paid upon the death of the Senior
Officer by the Bank to the Officer's beneficiary or estate.

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            (4) Should Senior Officer's employment terminate for any reason
prior to attaining retirement status, the Bank is not obligated to provide any
Death Benefit to the terminating Senior Officer.

            (5) In the event the Senior Officer should die, while actively
employed or after being retired being entitled to a Death Benefit, the Bank
shall pay the full Death Benefit to such person or persons as the Senior Officer
may have designated or to his estate.

            (6) The Death Benefit provided hereunder shall be in addition to
Senior Officer's annual salary and other benefits, as determined by the Board of
Managers of the Bank and shall not affect the right of the Senior Officer to
participate in any current or future Bank Retirement Plan or Profit Incentive
Bonus Plan or in any supplemental compensation arrangement which may become part
of the Bank's regular compensation and benefits structure.

            (7) It is agreed that neither the spouse of the Senior Officer nor
any other designee, shall have any right to commute, sell, assign, transfer, or
otherwise convey the right to receive the benefit as provided in the Death
Benefit Plan, such benefit and right to thereto being declared to be
nonassignable and nontransferable; and, in the event of any attempted assignment
or transfer, the Bank shall have no further liability hereunder.

            (8) If the Bank shall acquire any insurance policy or annuity
contract or any other asset in connection with liabilities assumed by it
hereunder, it is expressly understood and agreed that neither Senior Officer nor
any beneficiary of Senior Office shall have any right with respect to, or claim
against, such policy or other asset for Senior Officer. Such policy or asset
shall not be deemed to be held under any trust for the benefit of Senior Officer
or his beneficiaries or to be held in any way as collateral security for the
fulfillment of the obligations of the Bank under this Agreement. It shall be and
remain, a general, unpledged, unrestricted asset of the Bank, and is not to be
considered as a Plan asset.

            (9) The Bank agrees that it will not merge or consolidate with any
other company or organization, or permit its business activities to be taken
over by any other organization unless and until the succeeding or continuing
company or other organization shall expressly assume all obligations and
liabilities herein set forth.

            (10) This Agreement may be revoked or amended in whole or in part by
a writing signed by both of the parties hereto.

            (11) This Agreement does not constitute a contract of employment and
the Senior Officer's employment will continue as long as the Bank, in its sole
judgment, determines that the Officer's continued employment is in the Bank's
best interest.

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            IN WITNESS WHEREOF, the Bank has caused this Agreement to be signed
in its corporate name by its duly authorized officer, and impressed with its
corporate seal, attested by its Secretary, and Senior Officer has hereunto set
his hand and seal, all on the day and year first above written.

ATTEST:                                       HUDSON CITY SAVINGS BANK

                                              ATTEST:

___________________________________         By ___________________________(Seal)
  Vice President and Secretary

___________________________________           __________________________________
            Witness                           Chairman & Chief Executive Officer

___________________________________           __________________________________
            Witness                                     Senior Officer

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