BENEFIT MAINTENANCE PLAN OF HUDSON CITY SAVINGS BANK

Exhibit 10.28

BENEFIT MAINTENANCE PLAN

OF

HUDSON CITY SAVINGS BANK

Effective December 19, 2006

Amended and Restated Effective As Of December 31, 2008

TABLE OF CONTENTS

BENEFIT MAINTENANCE PLAN

OF

HUDSON CITY SAVINGS BANK

INTRODUCTION

          This Benefit Maintenance Plan of Hudson City Savings Bank combines, amends and restates the ESOP Restoration Plan of Hudson City Savings Bank, the Hudson City Savings Bank Supplemental Executive Retirement Plan and the Supplementary Savings Plan of Hudson City Savings Bank, on December 19, 2006, effective as of January 1, 2005. It has been amended and restated effective as of December 31, 2008.

ARTICLE I

DEFINITIONS

          Wherever appropriate to the purposes of the Plan, capitalized terms shall have the meanings assigned 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 different meaning is clearly indicated by the context:

           Section 1.1 Acceleration Event means, with respect to a Member, any of the events described in sections 5.1, 5.2, 5.3 and 5.4 on the basis of which the plan administrator may permit acceleration 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 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 1.3 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; (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 and (h) any limitation on the definition of compensation employed for benefit accrual purposes under the ESOP, Retirement Plan or Savings Plan pursuant to which compensation deferred under the Officers’ 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 is determined 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 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 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

     (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 1.7(a), (b) or (c) if “Hudson City 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 in ownership of the Member’s Service Recipient; (b) a change in effective control of the Member’s Service Recipient; or (c) a change in the ownership of a substantial portion of the assets of the Member’s Service Recipient. The existence of a Change in Control Event shall be determined by the plan 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 corresponding provisions of any prior law or succeeding law).

           Section 1.10 Committee means the Employee Benefit Plans Committee of the Board, 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 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 physical or mental impairment which can be expected to result in death or to last for a continuous period of at least twelve (12) months and as a result of which either: (a) the

Member is unable to engage in any substantial gainful activity or (b) the Member has been receiving income replacement benefits for a period of at least three (3) months under an accident and health plan covering employees of the Member’s Employer. The existence of a Disability shall be determined by the plan administrator in 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 the Plan in accordance with the provisions of Article II.

           Section 1.14 Employee means any person, including an officer, who is employed by any Affiliated Employer.

           Section 1.15 Employer means the Company and the Bank and any Affiliated Employer which, with the prior written approval of the Board of Directors of the Company and subject to such terms and conditions 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 other than contributions that result in the allocation of Shares.

           Section 1.17 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 1.18 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 1.19 Exchange Act means the Securities Exchange Act of 1934, as amended from time to time (including the corresponding provisions of any succeeding law).

           Section 1.20 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 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 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 1.20(a) and (b) are not applicable, the fair market value of a Share as determined by an appraiser independent of any Employer and experienced and expert in the field of corporate appraisal.

           Section 1.21 Former Member means a person whose membership in the Plan has terminated as provided under section 2.3.

           Section 1.22 Member means any person who is participating in the Plan in accordance with its terms.

           Section 1.23 Plan means the Benefit Maintenance 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 1.24 Restored ESOP Benefit means the benefit payable pursuant to section 3.2 of the Plan.

           Section 1.25 Restored ESOP Death Benefit means the death benefit payable pursuant to section 4.2 of the Plan.

           Section 1.26 Retirement Plan means the Employees’ Retirement Plan of Hudson City Savings Bank as amended from time to time (including the corresponding provisions of any successor qualified defined benefit pension plan adopted by the Bank).

           Section 1.27 Savings Plan means the Profit Incentive Bonus Plan of Hudson City Savings Bank as amended from time to time (including the corresponding provisions of any successor qualified 401(k) plan adopted by the Bank).

           Section 1.28 Service Recipient means with respect to a Member on any date: (a) the corporation for which the Member is performing services on such date; (b) all corporations that are liable to the Member for the benefits due to him under the Plan; (c) a corporation that is a majority shareholder of a corporation described in section 1.28(a) or (b); or (d) any corporation in 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 City Bancorp, 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 with Stock Units and Employer Contributions to reflect all Shares and Employer Contributions (including any reallocation of amounts forfeited upon the termination of employment of others participating in the ESOP), respectively, that cannot be allocated to a Member’s account under the ESOP due to the Applicable Limitations.

           Section 1.32 Supplemental ESOP Benefit means the benefit payable pursuant to section 3.1 of the Plan.

           Section 1.33 Supplemental ESOP Death Benefit means the death benefit payable pursuant to section 4.1 of the Plan.

           Section 1.34 Supplemental Retirement Benefit means the benefit payable pursuant to section 3.3 of the Plan.

           Section 1.35 Supplemental Retirement Death Benefit means the death benefit payable pursuant to section 4.3 of the Plan.

           Section 1.36 Supplemental Savings Account means a bookkeeping account established a Member for purposes of measuring the Member’s benefit (including interest earned before or after the date hereof on any contributions) under the frozen Supplementary Savings Plan of Hudson City Savings Bank.

           Section 1.37 Supplemental Savings Benefit means the benefit payable pursuant to section 3.4 of the Plan.

           Section 1.38 Supplemental Savings Death Benefit means the death benefit payable pursuant to section 4.4 of the Plan.

           Section 1.39 Termination of Service means the later of (i) the date of the Employee’s separation from service (as defined in section 409A of the Code) with all Employers in all capacities 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 financial hardship to the Member resulting from illness or accident of the Member, the Member’s spouse or a dependent (within the meaning of section 152(e) of the Code) of the Member, loss of the Member’s property due to casualty, or other similar, extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Member. The existence of an Unforeseeable Emergency shall be determined by the plan administrator in accordance with section 409A of the Code and the regulations thereunder.

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/or Retirement Plan and/or a Participant in the Savings Plan 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 any or all of (i) the Supplemental 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 section 4.2, (iii) the Supplemental Retirement Benefit under section 3.3 and the Supplemental Retirement Death Benefit under section 4.3 and/or (iv) the Supplemental Savings Benefit under section 3.4 and the 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 additional additions or adjustments shall be made to such benefits, except to reflect earnings adjustments on existing balances.

           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.

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 ESOP Benefit 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 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 Supplemental ESOP Death Benefit, if any, which may be payable shall be determined 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 Committee shall cause to be maintained a Supplemental ESOP Account. Each Supplemental ESOP Account shall be credited with Stock Units (in respect of Shares) and Employer Contributions as of the date on which such Shares and Employer Contributions, as well as any allocations of unallocated assets held in a suspense account, would have been credited to the Member’s account in the ESOP in the absence of the Applicable Limitations. The balance credited to the Supplemental ESOP 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

     (ii) (A) except as provided in section 3.1(b)(ii)(B), the balance credited to the Supplemental ESOP 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 Supplemental ESOP 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 during the calendar year following the calendar year