<PAGE>

                                                                   EXHIBIT 10.10

                              ESOP RESTORATION PLAN

                                       OF

                            HUDSON CITY SAVINGS BANK

                      EFFECTIVE ON THE DATE OF CONVERSION

                          INCORPORATING AMENDMENT NO. 1

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                                TABLE OF CONTENTS

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                                                                                                                Page
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                                                       ARTICLE I

                                                      DEFINITIONS

Section 1.1           Affiliated Employer......................................................................  1
Section 1.2           Applicable Limitation....................................................................  1
Section 1.3           Bank.....................................................................................  1
Section 1.4           Beneficiary..............................................................................  1
Section 1.5           Board....................................................................................  2
Section 1.6           Change in Control........................................................................  2
Section 1.7           Code.....................................................................................  3
Section 1.8           Committee................................................................................  3
Section 1.9           Company..................................................................................  3
Section 1.10          Eligible Employee........................................................................  3
Section 1.11          Employee.................................................................................  3
Section 1.12          Employer Contributions...................................................................  3
Section 1.13          ERISA....................................................................................  3
Section 1.14          ESOP.....................................................................................  3
Section 1.15          Exchange Act.............................................................................  3
Section 1.16          Fair Market Value of a Share.............................................................  3
Section 1.17          Former Member............................................................................  4
Section 1.18          Member...................................................................................  4
Section 1.19          Participating Employer...................................................................  4
Section 1.20          Plan.....................................................................................  4
Section 1.21          Share....................................................................................  4
Section 1.22          Stock Unit...............................................................................  4
Section 1.23          Termination of Service...................................................................  4

                                                 ARTICLE II

                                                 MEMBERSHIP

Section 2.1           Eligibility for Membership...............................................................  5
Section 2.2           Commencement of Membership...............................................................  5
Section 2.3           Termination of Membership................................................................  5

                                                ARTICLE III

                                            BENEFITS TO MEMBERS

Section 3.1           Supplemental ESOP Benefits...............................................................  6
Section 3.2           Restored.................................................................................  7
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                                       (i)

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                                                             ARTICLE IV

                                                           DEATH BENEFITS

Section 4.1           Supplemental ESOP Death Benefits.........................................................  9
Section 4.2           Restored ESOP Death Benefits.............................................................  9
Section 4.3           Beneficiaries............................................................................  9

                                                              ARTICLE V

                                                             TRUST FUND

Section 5.1           Establishment of Trust..................................................................  10
Section 5.2           Contributions to Trust..................................................................  10
Section 5.3           Unfunded Character of Plan..............................................................  10

                                                           ARTICLE VI

                                                         ADMINISTRATION

Section 6.1           The Committee...........................................................................  11
Section 6.2           Liability of Committee Members and Their Delegates......................................  11
Section 6.3           Plan Expenses...........................................................................  12
Section 6.4           Facility of Payment.....................................................................  12

                                                             ARTICLE VII

                                                      AMENDMENT AND TERMINATION

Section 7.1           Amendment by the Bank...................................................................  13
Section 7.2           Termination.............................................................................  13
Section 7.3           Amendment or Termination by Other Employers.............................................  13

                                                            ARTICLE VIII

                                                      MISCELLANEOUS PROVISIONS

Section 8.1           Construction and Language...............................................................  14
Section 8.2           Headings................................................................................  14
Section 8.3           Non-Alienation of Benefits..............................................................  14
Section 8.4           Indemnification.........................................................................  14
Section 8.5           Severability............................................................................  14
Section 8.6           Waiver..................................................................................  15
Section 8.7           Governing Law...........................................................................  15
Section 8.8           Withholding.............................................................................  15
Section 8.9           No Deposit Account......................................................................  15
Section 8.10          Rights of Employees.....................................................................  15
Section 8.11          Status of Plan Under ERISA..............................................................  15
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                                      (ii)

<PAGE>

                            BENEFIT RESTORATION PLAN

                                       OF

                            HUDSON CITY SAVINGS BANK

                                   ARTICLE I

                                   DEFINITIONS

            Wherever appropriate to the purposes of the Plan, capitalized terms
shall have the meanings assigned to them under the ESOP; provided, however, that
the following special definitions shall apply for purposes of the Plan, unless a
different meaning is clearly indicated by the context:

            SECTION 1.1 AFFILIATED EMPLOYER means the Bank; any corporation
which is a member of a controlled 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 in section 414(c) of
the Code) with the Bank; any organization (whether or not incorporated) that is
a member of an affiliated service group (as defined in section 414(m) of the
Code) that includes the Bank; any leasing organization (as defined in section
414(n) of the Code) to the extent that any of its employees are required
pursuant to section 414(n) of the Code to be treated as employees of the Bank;
and any other entity that is required to be aggregated with the Bank pursuant to
regulations under section 414(o) of the Code.

            SECTION 1.2 APPLICABLE LIMITATION means any of the following: (a)
the limitation on annual compensation that may be recognized under a
tax-qualified plan for benefit computation purposes pursuant to section
401(a)(17) of the Code; (b) the maximum limitation on annual benefits payable by
a tax-qualified defined benefit plan pursuant to section 415(b) of the Code; (c)
the maximum limitation on annual additions to a tax-qualified defined
contribution plan pursuant to section 415(c) of the Code; (d) the maximum
limitation on aggregate annual benefits and annual additions under a combination
of tax-qualified defined benefit and defined contribution plans maintained by a
single employer pursuant to section 415(e) of the Code; (e) the maximum
limitation on annual elective deferrals to a qualified cash or deferred
arrangement pursuant to section 402(g) of the Code; (f) the annual limitation on
elective deferrals under a qualified cash or deferred arrangement by highly
compensated employees pursuant to section 401(k) of the Code; and (g) the annual
limitation on voluntary employee contributions by, and employer matching
contributions for, highly compensated employees pursuant to section 401(m) of
the Code.

            SECTION 1.3 BANK means Hudson City Savings Bank and any successor
thereto.

            SECTION 1.4 BENEFICIARY means any person, other than a Member or
Former Member, who is determined to be entitled to benefits under the terms of
the Plan.

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            SECTION 1.5 BOARD means the Board of Directors of the Bank.

            SECTION 1.6 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 used in sections 13(d) and 14(d) of the Exchange Act), other than
      (i) a trustee or other fiduciary holding securities under an employee
      benefit plan maintained for the benefit of employees of Hudson City
      Bancorp, Inc.; (ii) a corporation owned, directly or indirectly, by the
      stockholders of the Hudson City Bancorp, Inc. in substantially the same
      proportions as their ownership of stock of Hudson City Bancorp, Inc.; or
      (iii) any group constituting a person in which employees of the Hudson
      City Bancorp, Inc. are substantial members, becomes the "beneficial owner"
      (as defined 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 the combined voting power of all of Hudson City Bancorp,
      Inc.'s then outstanding securities; or

            (b) the occurrence of any event upon which the individuals who were
      members of the Board as of the date this Plan was adopted, together with
      individuals whose election by the Board or nomination for election by
      Hudson City Bancorp, Inc.'s shareholders was approved by the affirmative
      vote of at least two-thirds of the members of the Board then in office who
      were either members of the Board on the date this 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, but excluding, for this
      purpose, any such individual whose initial assumption of office is in
      connection with an actual or threatened election contest relating to the
      election of directors of Hudson City Bancorp, Inc. (as such terms are used
      in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or

            (c) the shareholders of Hudson City Bancorp, Inc. approve either:

                  (i) a merger or consolidation of Hudson City Bancorp, Inc.
            with any other corporation, other than a merger or consolidation
            following which both of the following conditions are satisfied:

                        (A) either (1) the members of the Board of Hudson City
                  Bancorp, Inc. immediately prior to such merger or
                  consolidation constitute at least a majority of the members of
                  the governing body of the institution resulting from such
                  merger or consolidation; or (2) the shareholders of Hudson
                  City Bancorp, Inc. own securities of the institution resulting
                  from such merger or consolidation representing 80% or more of
                  the combined voting power of all such securities then
                  outstanding in substantially the same proportions as their
                  ownership of voting securities of Hudson City Bancorp, Inc.
                  before such merger or consolidation; and

                                       2

<PAGE>

                        (B) the entity which results from such merger or
                  consolidation expressly agrees in writing to assume and
                  perform Hudson City Bancorp, Inc.'s obligations under the
                  Plan; or

                  (ii) a plan of complete liquidation of Hudson City Bancorp,
            Inc. or an agreement for the sale or disposition by Hudson City
            Bancorp, Inc. of all or substantially all of its assets; and

            (d) any event that would be described in section 1.6(a), (b) or (c)
      if "Hudson City Savings Bank" were substituted for "Hudson City Bancorp,
      Inc." therein.

            SECTION 1.7 CODE means the Internal Revenue Code of 1986 (including
the corresponding provisions of any prior law or succeeding law).

            SECTION 1.8 COMMITTEE means the Employee Benefit Plans Committee of
the Board of Directors of the Bank, or such other person, committee or other
entity as shall be designated by or on behalf of the Board to perform the duties
set forth in Article VI.

            SECTION 1.9 COMPANY means Hudson City Bancorp, Inc. or any successor
thereto.

            SECTION 1.10 ELIGIBLE EMPLOYEE means an Employee who is eligible for
participation in the Plan in accordance with the provisions of Article II.

            SECTION 1.11 EMPLOYEE means any person, including an officer, who is
employed by any Affiliated Employer.

            SECTION 1.12 EMPLOYER CONTRIBUTIONS means contributions by any
Participating Employer to the ESOP.

            SECTION 1.13 ERISA means the Employee Retirement Income Security Act
of l974, as amended from time to time (including the corresponding provisions of
any succeeding law).

            SECTION 1.14 ESOP means the Employee Stock Ownership Plan of Hudson
City Savings Bank, as amended from time to time (including the corresponding
provisions of any successor qualified employee stock ownership plan adopted by
the Bank).

            SECTION 1.15 EXCHANGE ACT means the Securities Exchange Act of 1934,
as amended from time to time (including the corresponding provisions of any
succeeding law).

            SECTION 1.16 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 no reported sale on such date, on the last preceding date on
      which any reported sale occurred) as reported in the principal
      consolidated reporting system with respect to

                                       3

<PAGE>

      securities listed or admitted to trading on the principal United States
      securities exchange 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 National Association of Securities Dealers Automated Quotations
      System, or, if no such quotation is provided, on another similar system,
      selected by the Committee, then in use; or

            (c) if sections 1.16(a) and (b) are not applicable, the fair market
      value of a Share as determined by an appraiser independent of any
      Participating Employer and experienced and expert in the field of
      corporate appraisal.

            SECTION 1.17 FORMER MEMBER means a person whose membership in the
Plan has terminated as provided under section 2.3.

            SECTION 1.18 MEMBER means any person who is participating in the
Plan in accordance with its terms.

            SECTION 1.19 PARTICIPATING EMPLOYER means the Bank and any successor
thereto and the Company and any successor thereto and any other Affiliated
Employer which, with the prior written approval of the Board of Directors of
Hudson City Savings Bank and subject to such terms and conditions as may be
imposed by the Board of Directors of Hudson City Savings Bank, shall adopt this
Plan.

            SECTION 1.20 PLAN means the ESOP Restoration Plan of Hudson City
Savings Bank, as amended from time to time (including the corresponding
provisions of any successor plan adopted by the Bank or Company).

            SECTION 1.21 SHARE means a share of common stock, par value $.01 per
share, of Hudson City Bancorp, Inc.

            SECTION 1.22 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 1.23 TERMINATION OF SERVICE means the later of (i) an
Employee's separation from service with all Affiliated Employees as an Employee,
whether by resignation, discharge, death, disability, a retirement or otherwise,
or (ii) the date that a former Employee who is a Member ceases to be a member of
the Board.

                                       4

<PAGE>

                                   ARTICLE II

                                   MEMBERSHIP

            SECTION 2.1 ELIGIBILITY FOR MEMBERSHIP.

            Only Eligible Employees may be or become Members. An Employee shall
become an Eligible Employee if:

            (a) he has been designated an Eligible Employee by resolution of the
      Board; and

            (b) he is a Member of the ESOP and the benefits to which he is
      entitled thereunder are limited by one or more of the Applicable
      Limitations;

provided, however, that no person shall be named an Eligible Employee, nor shall
any person who has been an Eligible Employee continue as an Eligible Employee,
to the extent that such person's participation, or continued participation, in
the Plan would cause the Plan to fail to be considered maintained for the
primary purpose of providing deferred compensation for a select group of
management or highly compensated employees for purposes of ERISA. The Board may,
in its sole discretion, designate that an Employee become an Eligible Employee
as to (i) only the Supplemental ESOP benefits under section 3.1 and Supplemental
ESOP Death Benefits under section 4.1 or (ii) only the Restored ESOP Benefits
under section 3.2 and the Restored ESOP Death Benefits under section 4.2 or
(iii) both (i) and (ii).

            SECTION 2.2 COMMENCEMENT OF MEMBERSHIP.

            An Employee shall become a Member on the date when he is first
designated as an Eligible Employee by the Board, unless the Board shall, by
resolution, establish an earlier or later effective 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 Termination of Service or (b) the date on which he ceases to be an
Eligible Employee.

                                       5

<PAGE>

                                  ARTICLE III

                               BENEFITS TO MEMBERS

            SECTION 3.1 SUPPLEMENTAL ESOP BENEFITS.

            (a) A Member who has been designated by the Board under section 2.1
to recover Supplemental ESOP Benefits shall be eligible for a supplemental ESOP
benefit under this Plan in an amount equal to the sum of:

            (i) a number of Stock Units equal to the excess (if any) of (A) the
      aggregate number of Shares (including any reallocation of Shares forfeited
      upon the termination of employment of others participating in the ESOP)
      that would have been credited to the Member's account under the ESOP in
      the absence of the Applicable Limitations over (B) the number of Shares
      actually credited to his account under the ESOP; plus

            (ii) if and to the extent that Employer Contributions to the ESOP
      result in allocations to the Member's account of assets other than Shares,
      an amount equal to the excess (if any) of (A) the aggregate amount of
      Employer Contributions (including any reallocation of amounts forfeited
      upon the termination of employment of others participating in the ESOP)
      that would have been credited to the Member's account under the ESOP in
      the absence of the Applicable Limitations over (B) the aggregate amount of
      Employer Contributions (including any reallocation of amounts forfeited
      upon the termination of employment of others participating in the ESOP)
      actually credited to the Member's account under the ESOP;

adjusted for earnings and losses as provided section 3.1(b); provided, however,
that if the Member dies before the payment of such supplemental ESOP benefit
begins, no benefit shall be payable under this section 3.1 and the survivor
benefit, if any, which may be payable shall be determined under section 4.1 or
4.2, if applicable to such Member.

            (b) In the case of a Member who is eligible for Supplemental ESOP
Benefits, the Committee shall cause to be maintained a bookkeeping account to
reflect all Shares and Employer Contributions (including any reallocation of
amounts forfeited upon the termination of employment of others participating in
the ESOP) that cannot be allocated to a Member's account under the ESOP due to
the Applicable Limitations and shall cause such bookkeeping account to be
credited with such Employer Contributions and Stock Units reflecting such Shares
as of the date on which such Employer Contributions and Shares, respectively,
would have been credited to the Member's account in the ESOP in the absence of
the Applicable Limitations. The balance credited to such bookkeeping account
shall be adjusted for earnings or losses as follows:

            (i) all Stock Units shall be adjusted from time to time so that the
      value of a Stock 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 reflect any stock dividend, stock split, reverse stock
      split, exchange, conversion, or other event generally affecting the number
      of Shares held by all holders of Shares; and

                                       6

<PAGE>

            (ii) (A) except as provided in section 3.1(b)(ii)(B), the balance
      credited to such bookkeeping account that does not consist of Stock Units
      shall be credited with interest as of the last day of each calendar
      quarter at the highest rate of interest credited on certificates of
      deposit issued by the Bank during that calendar quarter; or

            (B) if and to the extent permitted by the Committee, the balance
      credited to such bookkeeping account that does not consist of Stock Units
      shall be adjusted as though such Employer Contributions had been
      contributed to a trust fund and invested, for the benefit of the Member,
      in such investments at such time or times as the Member shall have
      designated in such form and manner as the Committee shall prescribe;

provided, however, that to the extent that the Member shall receive on a current
basis any dividend paid with respect to Shares credited to his account under the
ESOP, the bookkeeping 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 received by the Member
under the ESOP, at substantially the same time as such dividend is paid under
the ESOP.

            (c) The supplemental ESOP benefit payable to a Member hereunder
shall be paid in a single lump sum as soon as practicable following the last day
of the calendar year in which the Member's Termination of Service occurs and
shall be in an amount equal to the balance credited to his bookkeeping account.
Notwithstanding the foregoing, a Member may, within 30 days after first becoming
eligible to participate in the Plan for purposes of receiving a supplemental
ESOP benefit, specify that such supplemental ESOP benefit be paid in a different
form or commencing at a different time by filing a written election, in such
form and manner as the Committee may prescribe, within such 30 day period.

            SECTION 3.2 RESTORED ESOP BENEFITS.

            (a) A Member who has been designated by the Board under section 2.1
to recover Restored ESOP Benefits shall be entitled, upon his Termination of
Service upon or after attaining normal retirement age or being eligible for an
early retirement benefit under the terms of the Retirement Plan, 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 the Member's account under the terms of the ESOP and the ESOP
      Restoration Plan had the Member continued in the employ of the Bank
      measured from the date the Member was first eligible to participate in the
      ESOP until the ESOP loan was repaid in full and the final allocation of
      Shares acquired when the ESOP loan was made; and then

            (ii) reducing the number of Shares projected in section 3.2(a)(i)
      above, by the actual number of Shares allocated to the Member under the
      terms of the ESOP and the ESOP Restoration Plan as of the last day of the
      final plan year of the ESOP in which the 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) above by the average of the closing prices of such Shares at
      the end of each fiscal quarter during

                                       7

<PAGE>

      the preceding twelve fiscal quarters immediately preceding (or such fewer
      quarters as the Member has been a Member) the Member's Termination of
      Service.

            (b) The projection of Shares required by section 3.2(a)(i) above
shall be performed by a public accountant based on assumptions which the
Committee has approved as reasonable at the time the 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 sum as soon as practicable following the last day of the
calendar year in which the Member's Termination 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 eligible to
participate in the Plan for purposes of receiving a restored ESOP benefit,
specify that such restored ESOP benefit be paid in a different form or
commencing at a different time by filing a written election, in such form and
manner as the Committee may prescribe, within such 30-day period.

                                       8

<PAGE>

                                   ARTICLE IV

                                 DEATH BENEFITS

            SECTION 4.1 SUPPLEMENTAL ESOP DEATH BENEFITS.

            If a Member who is eligible for a supplemental ESOP benefit under
section 3.1 dies before the payment of such benefit begins, a supplemental ESOP
benefit shall be payable to the Member's Beneficiary under this Plan in amount
equal to the balance credited to the bookkeeping account established for the
Member under section 3.1(b). Such benefit shall be paid in a single lump as soon
as practicable following the death of the Member, and the bookkeeping account
established for such Member pursuant to section 3.1(b) shall continue to be
adjusted as provided therein through the last day of the last calendar month to
end prior to the date of payment.

            SECTION 4.2 RESTORED ESOP DEATH BENEFITS.

            If a Member who is eligible for a restored ESOP benefit under
section 3.2 dies before the payment of such benefit begins, a restored ESOP
benefit shall be payable to the Member's Beneficiary under this Plan in amount
determined pursuant to section 3.2(b). Such benefit shall be paid in a single
lump as soon as practicable following the death of the Member.

            SECTION 4.3 BENEFICIARIES.

            A Member or Former Member may designate a Beneficiary or
Beneficiaries to receive any survivor benefits payable under the Plan upon his
death. Any such designation, or change therein or revocation 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 prior to the Member's or Former Member's death. If a
Member or Former Member shall die without having effectively named a
Beneficiary, he shall be deemed to have named his estate as his sole
Beneficiary. If a Member or Former Member and his designated Beneficiary shall
die in circumstances which give rise to doubt as to which of them shall have
been the first to die, the Member or Former Member shall be deemed to have
survived the Beneficiary. If a Member or Former Member designates more than one
Beneficiary, all shall be deemed to have equal shares unless the Member or
Former Member shall expressly provide otherwise.

                                       9

<PAGE>

                                   ARTICLE V

                                   TRUST FUND

            SECTION 5.1 ESTABLISHMENT OF TRUST.

            The Company may establish a trust fund which may be used to
accumulate funds to satisfy benefit 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 the Company 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 necessary to cause the Company to be considered the owner
of the trust fund for federal, state or local income tax purposes with respect
to all amounts contributed to the trust fund or any income attributable to the
investments of the trust fund. The Company shall pay all costs and expenses
incurred in establishing and maintaining such trust. Any payments made to a
Member, Former Member or Beneficiary from a trust established under this section
5.1 shall offset payments which would otherwise be payable by the Company in the
absence of the establishment of such trust. Any such trust will conform to the
terms of the model trust described in Revenue Procedure 92-64, as the same may
be modified from time to time.

            SECTION 5.2 CONTRIBUTIONS TO TRUST.

            If a trust is established in accordance with section 5.1, the
Company shall make contributions to such trust in such amounts and at such times
as may be specified by the Committee or as may be required pursuant to the terms
of the agreement governing the establishment and operation of such trust.

            SECTION 5.3 UNFUNDED CHARACTER OF PLAN.

            Notwithstanding the establishment of a trust pursuant to section
5.1, the Plan shall be unfunded for purposes of the Code and ERISA. Any
liability of the Bank, the Company or another Participating Employer to any
person with respect to benefits payable under the Plan shall be based solely
upon such contractual obligations, if any, as shall be created by the Plan, and
shall give rise only to a claim against the general assets of the Bank, the
Company or such other Participating Employer. No such liability shall be deemed
to be secured by any pledge or any other encumbrance on any specific property of
the Bank, the Company or any other Participating Employer.

                                       10

<PAGE>

                                   ARTICLE VI

                                 ADMINISTRATION

            SECTION 6.1 THE COMMITTEE.

            Except for the functions reserved to the Bank or the Board, the
administration of the Plan shall be the responsibility of the Committee. The
Committee shall have the power and the duty to take all actions and to make all
decisions necessary or proper to carry out the Plan. The determination of the
Committee as to any question involving the general administration and
interpretation of the Plan shall be final, conclusive and binding. Any
discretionary actions to be taken under the Plan by the Committee shall be
uniform in their nature and applicable to all persons similarly situated.
Without limiting the generality of the foregoing, the Committee shall have the
following powers:

            (a) to furnish to all Members, upon request, copies of the Plan and
      to require any person to furnish such information as it may request for
      the purpose of the proper administration of the Plan as a condition to
      receiving any benefits under the Plan;

            (b) to make and enforce such rules and regulations and prescribe the
      use of such forms as it shall deem necessary for the efficient
      administration of the Plan;

            (c) to interpret the Plan, and to resolve ambiguities,
      inconsistencies and omissions, and the determinations of the Committee in
      respect thereof shall be binding, final and conclusive upon all interested
      parties;

            (d) to decide on questions concerning the Plan in accordance with
      the provisions of the Plan;

            (e) to determine the amount of benefits which shall be payable to
      any person in accordance 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 has been 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 of the Committee; and

            (h) the power to designate persons other than Committee members to
      carry out any duty or power which would otherwise be a responsibility of
      the Committee or Administrator, under the terms of the Plan.

            SECTION 6.2 LIABILITY OF COMMITTEE MEMBERS AND THEIR DELEGATES.

            To the extent permitted by law, the Committee and any person to whom
it may delegate any duty or power in connection with administering the Plan, the
Bank, the Company,

                                       11

<PAGE>

any Participating Employer, and the officers and directors thereof, shall be
entitled to rely conclusively upon, and shall be fully protected 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 reliance upon any tables, valuations, certificates, opinions or
reports which shall be furnished by any of them. Further, to the extent
permitted by law, no member of the Committee, nor the Bank, the Company, any
Participating 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 the Bank, the Company or any Participating
Employer. Any person claiming benefits under the Plan shall look solely to the
Participating Employer for redress.

            SECTION 6.3 PLAN EXPENSES.

            All expenses incurred prior to the termination of the Plan that
shall arise in connection with the administration of the Plan (including, but
not limited to administrative expenses, proper charges 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
with the administration of the Plan), shall be paid by the Bank.

            SECTION 6.4 FACILITY OF PAYMENT.

            If the Company is unable to make payment to any Member, Former
Member Beneficiary, or any other person to whom a payment is due under the Plan,
because it cannot ascertain the identity or whereabouts of such Member, Former
Member, Beneficiary, or other person after reasonable efforts have been made to
identify or locate such person (including a notice of the payment so due mailed
to the last known address of such Member, Former Member, Beneficiary, or other
person shown on the records 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 payment first became
due; provided, however, that such payment and any subsequent payments shall be
reinstated, retroactively, no later than 60 days after the date on which the
Member, Former Member, Beneficiary, or other person is identified or located.

                                       12

<PAGE>

                                  ARTICLE VII

                            AMENDMENT AND TERMINATION

            SECTION 7.1 AMENDMENT BY THE BANK.

            The Bank reserves the right, in its sole and absolute discretion, at
any time and from to time, by action of the Board, to amend the Plan in whole or
in part. In no event, however, shall any such amendment adversely affect the
right of any Member, Former Member or Beneficiary to receive any benefits under
the Plan in respect of participation for any period ending on or before the
later of the date on which such amendment is adopted or the date on which it is
made effective.

            SECTION 7.2 TERMINATION.

            The Bank also reserves the right, in its sole and absolute
discretion, by action of the Board, to terminate the Plan. In such event,
undistributed benefits attributable to participation prior to the date of
termination shall be distributed as though each Member terminated employment
with the Bank, the Company and all other Participating Employers as of the
effective date of termination of the Plan.

            SECTION 7.3 AMENDMENT OR TERMINATION BY OTHER EMPLOYERS.

            In the event that a corporation or trade or business other than the
Bank shall adopt this Plan, such corporation or trade or business shall, by
adopting the Plan, empower the Bank to amend or terminate the Plan, insofar as
it shall cover employees of such corporation or trade or business, upon the
terms and conditions set forth in sections 7.1 and 7.2; provided, however, that
any such corporation or trade or business may, by action of its board of
directors or other governing body, amend or terminate the Plan, insofar as it
shall cover employees of such corporation or trade or business, at different
times and in a different manner. In the event of any such amendment or
termination by action of the board of directors or other governing body of such
a corporation or trade or business, a separate plan shall be deemed to have been
established for the employees of such corporation or trade or business, and any
amounts set aside to provide for the satisfaction of benefit liabilities with
respect to Employees of such corporation or trade or business shall be
segregated from the assets set aside for the purposes of this Plan at the
earliest practicable date and shall be dealt with in accordance with the
documents governing such separate plan.

                                       13

<PAGE>

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

            SECTION 8.1 CONSTRUCTION AND LANGUAGE.

            Wherever appropriate in the Plan, words used in the singular may be
read in the plural, words used in the plural may be read in the singular, and
the masculine gender may be read as referring equally to refer to the feminine
gender or the neuter. Any reference to an Article or section shall refer to an
Article or section of the Plan, unless otherwise indicated.

            SECTION 8.2 HEADINGS.

            The headings of Articles and sections are included solely for
convenience of reference. If there is any conflict between such headings and the
text of the Agreement, the text shall control.

            SECTION 8.3 NON-ALIENATION OF BENEFITS.

            Except as may otherwise be required by law, no distribution or
payment under the Plan to any Member, Former Member or Beneficiary shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, whether voluntary or involuntary, and any attempt
to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge
the same shall be void; nor shall any such distribution or payment be in any way
liable for or subject to the debts, contracts, liabilities, engagements or torts
of any person entitled to such distribution or payment. If any Member, Former
Member or Beneficiary is adjudicated bankrupt or purports to anticipate,
alienate, sell, transfer, assign, pledge encumber or charge any such
distribution or payment, voluntarily or involuntarily, the Committee, in its
sole discretion, may cancel such distribution or payment or may hold or cause to
be held or applied such distribution or payment, or any part thereof, to or for
the benefit of such Member, Former Member or Beneficiary, in such manner as the
Committee shall direct; provided, however, that no such action by the Committee
shall cause the acceleration or deferral of any benefit payments from the date
on which such payments are scheduled to be made.

            SECTION 8.4 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 any action, suit or proceeding in which
they may be involved, as a result of their efforts, in good faith, to defend or
enforce the obligation of the Bank, the Company and any other Participating
Employer under the terms of the Plan.

            SECTION 8.5 SEVERABILITY.

            A determination that any provision of the Plan is invalid or
unenforceable shall not affect the validity or enforceability of any other
provision hereof.

                                       14

<PAGE>

            SECTION 8.6 WAIVER.

            Failure to insist upon strict compliance with any of the terms,
covenants or conditions of the Plan shall not be deemed a waiver of such term,
covenant or condition. A waiver of any provision of the Plan must be made in
writing, designated as a waiver, and signed by the party against whom its
enforcement is sought. Any waiver or relinquishment of any right or power
hereunder at any one or more times shall not be deemed a waiver or
relinquishment of such right or power at any other time or times.

            SECTION 8.7 GOVERNING LAW.

            The Plan shall be construed, administered and enforced according to
the laws of the State of New Jersey without giving effect to the conflict of
laws principles thereof, except to the extent that such laws are preempted by
federal law. Any payments made pursuant to this Plan are subject to and
conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any
regulations promulgated thereunder.

            SECTION 8.8 WITHHOLDING.

            Payments from this Plan shall be subject to all applicable federal,
state and local income withholding taxes.

            SECTION 8.9 NO DEPOSIT ACCOUNT.

            Nothing in this Plan shall be held or construed to establish any
deposit account for any Member or any deposit liability on the part of the Bank.
Members' rights hereunder shall be equivalent to those of a general unsecured
creditor of each Employer.

            SECTION 8.10 RIGHTS OF EMPLOYEES.

            No Employee shall have any right or claim to any benefit under the
Plan except in accordance with the provisions of the Plan. The establishment of
the Plan shall not be construed as conferring upon any Employee or other person
any legal right to a continuation of employment or to any terms or conditions of
employment, nor as limiting or qualifying the right of a Participating Employer
to discharge any Employee.

            SECTION 8.11 STATUS OF PLAN UNDER ERISA.

            The Plan is intended to be (a) to the maximum extent permitted under
applicable laws, an unfunded, non-qualified excess benefit plan as contemplated
by section 3(36) of ERISA for the purpose 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 for the purpose
of providing deferred compensation for highly compensated employees, as
contemplated by sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Plan is
not intended to comply with the requirements of section 401(a) of the Code or to
be subject to Parts 2, 3 and 4 of Title I of ERISA. The Plan shall be
administered and construed so as to effectuate this intent.

                                       15