EXHIBIT 4.2
                                   -----------

Hudson City Bancorp, Inc.  2000 Recognition and Retention Plan.



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                            Hudson City Bancorp, Inc.

                       2000 Recognition and Retention Plan










                         ______________________________









                           Adopted on October 14, 1999
                        Effective as of January 13, 2000


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                            HUDSON CITY BANCORP, INC.
                       2000 RECOGNITION AND RETENTION PLAN


                                    ARTICLE I

                                     PURPOSE

Section 1.1       General Purpose of the Plan..................................1


                                   ARTICLE II

                                   DEFINITIONS

Section 2.1       Award........................................................1
Section 2.2       Award Notice.................................................1
Section 2.3       Bank.........................................................1
Section 2.4       Beneficiary..................................................1
Section 2.5       Board........................................................1
Section 2.6       Change of Control............................................2
Section 2.7       Code.........................................................3
Section 2.8       Committee....................................................3
Section 2.9       Company......................................................3
Section 2.10      Disability...................................................3
Section 2.11      Disinterested Board Member...................................3
Section 2.12      Effective Date...............................................4
Section 2.13      Eligible Director............................................4
Section 2.14      Eligible Employee............................................4
Section 2.15      Employer.....................................................4
Section 2.16      Exchange Act.................................................4
Section 2.17      FDIC Regulations.............................................4
Section 2.18      Person.......................................................4
Section 2.19      Plan.........................................................4
Section 2.20      Retirement...................................................4
Section 2.21      Share........................................................4
Section 2.22      Trust........................................................4
Section 2.23      Trust Agreement..............................................4
Section 2.24      Trust Fund...................................................5
Section 2.25      Trustee......................................................5


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                                   ARTICLE III

                           SHARES AVAILABLE UNDER PLAN

Section 3.1       Shares Available Under Plan..................................5


                                   ARTICLE IV

                                 ADMINISTRATION

Section 4.1       Committee....................................................5
Section 4.2       Committee Action.............................................6
Section 4.3       Committee Responsibilities...................................6


                                    ARTICLE V

                                 THE TRUST FUND

Section 5.1       Contributions................................................6
Section 5.2       The Trust Fund...............................................7
Section 5.3       Investments..................................................7


                                   ARTICLE VI

                                     AWARDS

Section 6.1       To Eligible Directors........................................7
Section 6.2       To Eligible Employees........................................7
Section 6.3       Awards in General............................................8
Section 6.4       Share Allocations............................................8
Section 6.5       Dividend Rights..............................................8
Section 6.6       Voting Rights................................................9
Section 6.7       Tender Offers................................................9
Section 6.8       Limitations on Awards.......................................10


                                   Article VII

                                     Vesting

Section 7.1       Vesting of Awards...........................................11
Section 7.2       Designation of Beneficiary..................................11
Section 7.3       Manner of Distribution......................................12


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Section 7.4       Taxes.......................................................12


                                  ARTICLE VIII

                            AMENDMENT AND TERMINATION

Section 8.1       Termination.................................................13
Section 8.2       Amendment...................................................13
Section 8.3       Adjustments in the Event of a Business Reorganization.......13


                                   ARTICLE IX

                                  MISCELLANEOUS

Section 9.1       Status as an Employee Benefit Plan..........................14
Section 9.2       No Right to Continued Employment............................14
Section 9.3       Construction of Language....................................14
Section 9.4       Governing Law...............................................14
Section 9.5       Headings....................................................14
Section 9.6       Non-Alienation of Benefits..................................15
Section 9.7       Notices.....................................................15
Section 9.8       Required Regulatory Provisions..............................15
Section 9.9       Approval of Shareholders....................................15


                                    ARTICLE X

          ADDITIONAL PROVISIONS SUBJECT TO FURTHER SHAREHOLDER APPROVAL

Section 10.1      Accelerated Vesting Upon Retirement or Change in Control....16
Section 10.2      Discretion to Establish Vesting Schedules...................16
Section 10.3      No Effect Prior to Stockholder Approval.....................16



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                            HUDSON CITY BANCORP, INC.
                       2000 RECOGNITION AND RETENTION PLAN


                                    ARTICLE I

                                     PURPOSE


          SECTION 1.1 GENERAL PURPOSE OF THE PLAN.

          The purpose of the Plan is to promote the growth and profitability of
Hudson City Bancorp, Inc. and its affiliated companies and to provide eligible
directors, certain key officers and employees of Hudson City Bancorp, Inc. and
its affiliated companies with an incentive to achieve corporate objectives, to
attract and retain directors, key officers and employees of outstanding
competence and to provide such directors, officers and employees with an equity
interest in Hudson City Bancorp, Inc. and its affiliated companies.



                                   Article II

                                   Definitions


          The following definitions shall apply for the purposes of this Plan,
unless a different meaning is plainly indicated by the context:

          SECTION 2.1 AWARD means a grant of Shares to an Eligible Director or
Eligible Employee pursuant to section 6.1 or 6.2.

          SECTION 2.2 AWARD NOTICE means, with respect to a particular Award, a
written instrument signed by the Company and the Awards recipient evidencing the
granting of the Award and establishing the terms and conditions thereof.

          SECTION 2.3 BANK means Hudson City Savings Bank, a New Jersey stock
savings bank, and any successor thereto.

          SECTION 2.4 BENEFICIARY means the Person designated by an Eligible
Director or Eligible Employee pursuant to section 7.2, to receive distribution
of any Shares available for distribution to such Eligible Director or Eligible
Employee, in the event such Eligible Director or Eligible Employee dies prior to
receiving distribution of such Shares.

          SECTION 2.5 BOARD means the Board of Directors of the Company.



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          SECTION 2.6 CHANGE OF CONTROL means any of the following events:

          (a) the consummation of a reorganization, merger or consolidation of
     the Company with one or more other persons, other than a transaction
     following which:

               (i) at least 51% of the equity ownership interests of the entity
          resulting from such transaction are beneficially owned (within the
          meaning of Rule 13d-3 promulgated under the Securities Exchange Act of
          1934, as amended ("Exchange Act")) in substantially the same relative
          proportions by persons who, immediately prior to such transaction,
          beneficially owned (within the meaning of Rule 13d-3 promulgated under
          the Exchange Act) at least 51% of the outstanding equity ownership
          interests in the Company; and

               (ii) at least 51% of the securities entitled to vote generally in
          the election of directors of the entity resulting from such
          transaction are beneficially owned (within the meaning of Rule 13d-3
          promulgated under the Exchange Act) in substantially the same relative
          proportions by persons who, immediately prior to such transaction,
          beneficially owned (within the meaning of Rule 13d-3 promulgated under
          the Exchange Act) at least 51% of the securities entitled to vote
          generally in the election of directors of the Company;

          (b) the acquisition of all or substantially all of the assets of the
     Company or beneficial ownership (within the meaning of Rule 13d-3
     promulgated under the Exchange Act) of 25% or more of the outstanding
     securities of the Company entitled to vote generally in the election of
     directors by any person or by any persons acting in concert;

          (c) a complete liquidation or dissolution of the Company;

          (d) the occurrence of any event if, immediately following such event,
     at least 50% of the members of the board of directors of the Company do not
     belong to any of the following groups:

               (i) individuals who were members of the board of directors of the
          Company on the Effective Date; or

               (ii) individuals who first became members of the board of
          directors of the Company after the Effective Date either:

                    (A) upon election to serve as a member of the board of
               Directors of the Company by affirmative vote of three-quarters of
               the members of such board, or of a nominating committee thereof,
               in office at the time of such first election; or

                    (B) upon election by the shareholders of the Company to
               serve as a member of such board, but only if nominated for
               election




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               by affirmative vote of three-quarters of the members of the board
               of directors of the Company, or of a nominating committee
               thereof, in office at the time of such first nomination;

          PROVIDED, HOWEVER, that such individual's election or nomination did
          not result from an actual or threatened election contest (within the
          meaning of Rule 14a-11 of Regulation 14A promulgated under the
          Exchange Act) or other actual or threatened solicitation of proxies or
          consents (within the meaning of Rule 14a-11 of Regulation 14A
          promulgated under the Exchange Act) other than by or on behalf of the
          board of directors of the Company;

          (e) approval by the stockholders of the Company of any agreement, plan
     or arrangement for the consummation of a transaction which, if consummated,
     would result in the occurrence of an event described in section 2.6(a),
     (b), (c) or (d); or

          (f) any event which would be described in section 2.6(a), (b), (c),
     (d) or (e) if the term "Bank" were substituted for the term "Company"
     therein.

In no event, however, shall a Change of Control be deemed to have occurred as a
result of any acquisition of securities or assets of the Company, the Bank, or a
subsidiary of either of them, by the Company, the Bank, or any subsidiary of
either of them, or by any employee benefit plan maintained by any of them. For
purposes of this section 2.6, the term "person" shall have the meaning assigned
to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.

          SECTION 2.7 CODE means the Internal Revenue Code of 1986 (including
the corresponding provisions of any succeeding law).

          SECTION 2.8 COMMITTEE means the Committee described in section 4.1.

          SECTION 2.9 COMPANY means Hudson City Bancorp, Inc., a corporation
organized and existing under the laws of the State of Delaware, and any
successor thereto.

          SECTION 2.10 DISABILITY means a condition of total incapacity, mental
or physical, for further performance of duty with the Company which the
Committee shall have determined, on the basis of competent medical evidence, is
likely to be permanent.

          SECTION 2.11 DISINTERESTED BOARD MEMBER means a member of the Board
who (a) is not a current employee of the Company or a subsidiary, (b) does not
receive remuneration from the Company or a subsidiary, either directly or
indirectly, in any capacity other than as a director, except in an amount for
which disclosure would not be required pursuant to Item 404(a) of the proxy
solicitation rules of the Securities and Exchange Commission and (c) does not
possess an interest in any other transaction, and is not engaged in a business
relationship, for which disclosure would be required pursuant to Item 404(a) or
(b) of the proxy solicitation rules of the Securities and Exchange Commission.
The term Disinterested Board Member shall be interpreted in such manner as shall
be necessary to conform to the requirements of Rule 16b-3 promulgated under the
Exchange Act.



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          SECTION 2.12 EFFECTIVE DATE means January 13, 2000.

          SECTION 2.13 ELIGIBLE DIRECTOR means a member of the board of
directors of an Employer who is not also an employee of any Employer.

          SECTION 2.14 ELIGIBLE EMPLOYEE means any employee whom the Committee
may determine to be a key officer or employee of the Employer and selects to
receive an Award pursuant to the Plan.

          SECTION 2.15 EMPLOYER means the Company, the Bank and any successor
thereto and, with the prior approval of the Board of Directors of the Company,
and subject to such terms and conditions as may be imposed by the Board, any
other savings bank, savings and loan association, bank, corporation, financial
institution or other business organization or institution. With respect to any
Eligible Employee or Eligible Director, the Employer shall mean the entity which
employs such person or upon whose board of directors such person serves.

          SECTION 2.16 EXCHANGE ACT means the Securities and Exchange Act of
1934, as amended.

          SECTION 2.17 FDIC REGULATIONS means the rules and regulations of the
Federal Deposit Insurance Corporation.

          SECTION 2.18 PERSON means an individual, a corporation, a bank, a
savings bank, a savings and loan association, a financial institution, a
partnership, an association, a joint-stock company, a trust, an estate, an
unincorporated organization and any other business organization or institution.

          SECTION 2.19 PLAN means the Hudson City Bancorp, Inc. 2000 Recognition
and Retention Plan as amended from time to time.

          SECTION 2.20 RETIREMENT means, with respect to any individual,
termination of all service for all Employers as a director, officer and employee
at or after the normal or early retirement date set forth in any tax-qualified
plan of the Bank, whether or not the individual in question actually
participates in any such tax-qualified plan of the Bank.

          SECTION 2.21 SHARE means a share of common stock of Hudson City
Bancorp, Inc., par value $.01 per share.

          SECTION 2.22 TRUST means the legal relationship created by the Trust
Agreement pursuant to which the Trustee holds the Trust Fund in trust. The Trust
may be referred to as the "Recognition and Retention Plan Trust of Hudson City
Bancorp, Inc."

          SECTION 2.23 TRUST AGREEMENT means the agreement between Hudson City
Bancorp, Inc. and the Trustee therein named or its successor pursuant to which
the Trust Fund shall be held in trust.


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          SECTION 2.24 TRUST FUND means the corpus (consisting of contributions
paid over to the Trustee, and investments thereof), and all earnings,
appreciations or additions thereof and thereto, held by the Trustee under the
Trust Agreement in accordance with the Plan, less any depreciation thereof and
any payments made therefrom pursuant to the Plan.

          SECTION 2.25 TRUSTEE means the Trustee of the Trust Fund from time to
time in office. The Trustee shall serve as Trustee until it is removed or
resigns from office and is replaced by a successor Trustee or Trustees appointed
by Hudson City Bancorp, Inc.



                                   ARTICLE III

                           SHARES AVAILABLE UNDER PLAN


          SECTION 3.1 SHARES AVAILABLE UNDER PLAN.

          (a) The maximum number of Shares available for Awards under the Plan
shall be 2,174,000, subject to adjustment pursuant to section 8.3.

          (b) An aggregate maximum of 652,200 Shares (subject to adjustment
pursuant to section 8.3) may be granted as Awards to Eligible Directors, and a
maximum of 108,700 Shares (subject to adjustment pursuant to section 8.3) may be
granted as Awards to any one Eligible Director.

          (c) An aggregate maximum of 2,174,000 Shares (subject to adjustment
pursuant to section 8.3) may be granted as Awards to Eligible Employees, and a
maximum of 543,500 Shares (subject to adjustment pursuant to section 8.3) may be
granted as Awards to any one Eligible Employee.



                                   ARTICLE IV

                                 ADMINISTRATION


          SECTION 4.1 COMMITTEE.

          The Plan shall be administered by the members of the Compensation
Committee of Hudson City Bancorp, Inc. who are Disinterested Board Members. If
the Committee consists of fewer than two Disinterested Board Members, then the
Board shall appoint to the Committee such additional Disinterested Board Members
as shall be necessary to provide for a Committee consisting of at least two
Disinterested Board Members.



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          SECTION 4.2 COMMITTEE ACTION.

          The Committee shall hold such meetings, and may make such
administrative rules and regulations, as it may deem proper. A majority of the
members of the Committee shall constitute a quorum, and the action of a majority
of the members of the Committee present at a meeting at which a quorum is
present, as well as actions taken pursuant to the unanimous written consent of
all of the members of the Committee without holding a meeting, shall be deemed
to be actions of the Committee. All actions of the Committee shall be final and
conclusive and shall be binding upon the Company and all other interested
parties. Any Person dealing with the Committee shall be fully protected in
relying upon any written notice, instruction, direction or other communication
signed by the Secretary of the Committee and one member of the Committee, by two
members of the Committee or by a representative of the Committee authorized to
sign the same in its behalf.


          SECTION 4.3 COMMITTEE RESPONSIBILITIES.

          Subject to the terms and conditions of the Plan and such limitations
as may be imposed by the Board, the Committee shall be responsible for the
overall management and administration of the Plan and shall have such authority
as shall be necessary or appropriate in order to carry out its responsibilities,
including, without limitation, the authority:

          (a) to interpret and construe the Plan, and to determine all questions
     that may arise under the Plan as to eligibility for Awards under the Plan,
     the amount of Shares, if any, to be granted pursuant to an Award, and the
     terms and conditions of such Award;

          (b) to adopt rules and regulations and to prescribe forms for the
     operation and administration of the Plan; and

          (c) to take any other action not inconsistent with the provisions of
     the Plan that it may deem necessary or appropriate.



                                    ARTICLE V

                                 THE TRUST FUND


          SECTION 5.1 CONTRIBUTIONS.

          Hudson City Bancorp, Inc. shall contribute, or cause to be
contributed, to the Trust, from time to time, such amounts of money or property
as shall be determined by the Board, in its discretion. No contributions by
Eligible Directors or Eligible Employees shall be permitted.



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          SECTION 5.2 THE TRUST FUND.

          The Trust Fund shall be held and invested under the Trust Agreement
with the Trustee. The provisions of the Trust Agreement shall include provisions
conferring powers on the Trustee as to investment, control and disbursement of
the Trust Fund, and such other provisions not inconsistent with the Plan as may
be prescribed by or under the authority of the Board. No bond or security shall
be required of any Trustee at any time in office.


          SECTION 5.3 INVESTMENTS.

          The Trustee shall invest the Trust Fund in Shares and in such other
investments as may be permitted under the Trust Agreement, including savings
accounts, time or other interest bearing deposits in or other interest bearing
obligations of the Company, in such proportions as shall be determined by the
Committee; provided, however, that in no event shall the Trust Fund be used to
purchase more than 2,174,000 Shares (subject to adjustment pursuant to section
8.3). Notwithstanding the immediately preceding sentence, the Trustee may
temporarily invest the Trust Fund in short-term obligations of, or guaranteed
by, the U.S. Government or an agency thereof, or the Trustee may retain the
Trust Fund uninvested or may sell assets of the Trust Fund to provide amounts
required for purposes of the Plan.



                                   ARTICLE VI

                                     AWARDS


          SECTION 6.1 TO ELIGIBLE DIRECTORS.

          Subject to the limitations of the Plan and such limitations as the
Board may from time to time impose, the number of Shares as to which an Eligible
Director may be granted an Award shall be determined by the Committee in its
discretion; provided, however, that in no event shall the number of Shares
allocated to an Eligible Director in an Award exceed the number of Shares then
held in the Trust and not allocated in connection with other Awards.


          SECTION 6.2 TO ELIGIBLE EMPLOYEES.

          Subject to the limitations of the Plan and such limitations as the
Board may from time to time impose, the number of Shares as to which an Eligible
Employee may be granted an Award shall be determined by the Committee in its
discretion; provided, however, that in no event shall the number of Shares
allocated to an Eligible Employee in an Award exceed the number of Shares then
held in the Trust and not allocated in connection with other Awards.


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          SECTION 6.3 AWARDS IN GENERAL.

          Any Award shall be evidenced by an Award Notice issued by the
Committee to the Eligible Director or Eligible Employee, which notice shall:

          (a) specify the number of Shares covered by the Award;

          (b) specify the date of grant of the Award;

          (c) specify the dates on which such Shares shall become vested; and

          (d) contain such other terms and conditions not inconsistent with the
     Plan as the Board or Committee may, in its discretion, prescribe.


          SECTION 6.4 SHARE ALLOCATIONS.

          Upon the grant of an Award to an Eligible Director or Eligible
Employee, the Committee shall notify the Trustee of the Award and of the number
of Shares subject to the Award. Thereafter, until such time as the Shares
subject to such Award become vested or are forfeited, the books and records of
the Trustee shall reflect that such number of Shares have been awarded to such
Award recipient.


          SECTION 6.5 DIVIDEND RIGHTS.

          (a) Unless the Committee determines otherwise with respect to any
Award and specifies such determination in the relevant Award Notice, any cash
dividends or distributions de clared and paid with respect to Shares subject to
the Award that are, as of the record date for such dividend, allocated to an
Eligible Director or Eligible Employee in connection with such Award shall be
promptly paid to and retained by such Eligible Director or Eligible Employee.
Any cash dividends declared and paid with respect to Shares that are not, as of
the record date for such dividend, allocated to any Eligible Director or
Eligible Employee in connection with any Award shall, at the direction of the
Committee, be held in the Trust or used to pay the administrative expenses of
the Plan, including any compensation due to the Trustee.

          (b) Unless the Committee determines otherwise with respect to any
Award and specifies such determination in the relevant Award Notice, any
dividends or distributions declared and paid in property other than cash with
respect to Shares shall be subject to the same vesting and other restrictions as
the Shares to which the Award relates. Any such dividends declared and paid with
respect to Shares that are not, as of the record date for such dividend,
allocated to any Eligible Director or Eligible Employee in connection with any
Award shall, at the direction of the Committee, be held in the Trust or used to
pay the administrative expenses of the Plan, including any compensation due to
the Trustee or, in the case of a stock dividend, used for future Awards.



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          SECTION 6.6 VOTING RIGHTS.

          (a) Each Eligible Director or Eligible Employee to whom an Award has
been made that is not fully vested shall have the right to exercise, or direct
the exercise of, all voting rights appurtenant to unvested Shares related to
such Award. Such a direction for any Shares as to which the Eligible Director or
Eligible Employee is not the record owner shall be given by completing and
filing, with the inspector of elections, the Trustee or such other person who
shall be independent of the Company as the Committee shall designate in the
direction, a written direction in the form and manner prescribed by the
Committee. If no such direction is given by an Eligible Director or Eligible
Employee, then the voting rights appurtenant to the Shares allocated to him
shall not be exercised.

          (b) To the extent that the Trust Fund contains Shares that are not
allocated in connection with an Award, all voting rights appurtenant to such
Shares shall be exercised by the Trustee in such manner as the Committee shall
direct to reflect the voting directions given by Eligible Directors or Eligible
Employees with respect to Shares allocated in connection with their Awards.

          (c) The Committee shall furnish, or cause to be furnished, to each
Eligible Director or Eligible Employee who is not the record holder of the
Shares relating to his or her Award all annual reports, proxy materials and
other information furnished by Hudson City Bancorp, Inc., or by any proxy
solicitor, to the holders of Shares.


          SECTION 6.7 TENDER OFFERS.

          (a) Each Eligible Director or Eligible Employee to whom an Award has
been made that is not fully vested shall have the right to respond, or to direct
the response, with respect to the Shares related to such Award, to any tender
offer, exchange offer or other offer made to the holders of Shares. Such a
direction for any Shares as to which the Eligible Director or Eligible Employee
is not the record owner shall be given by completing and filing, with the
inspector of elections, the Trustee or such other person who shall be
independent of the Company as the Committee shall designate in the direction, a
written direction in the form and manner prescribed by the Committee. If no such
direction is given by an Eligible Director or Eligible Employee, then the Shares
shall not be tendered or exchanged.

          (b) To the extent that the Trust Fund contains Shares that are not
allocated in connection with an Award, all responses to tender, exchange and
other offers appurtenant to such Shares shall be given by the Trustee in such
manner as the Committee shall direct to reflect the responses given by Eligible
Directors or Eligible Employees with respect to Shares allocated in connection
with their Awards.

          (c) The Committee shall furnish, or cause to be furnished, to each
Eligible Director or Eligible Employee, all information furnished by the offeror
to the holders of Shares.


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          SECTION 6.8 LIMITATIONS ON AWARDS.

          (a) No Award shall be granted under the Plan prior to the later of the
date on which the Plan is approved by shareholders pursuant to section 9.9 or
January 13, 2000;

          (b) No Award granted under the Plan shall become vested more rapidly
than under the following schedule:

          (i) prior to January 20th following the first anniversary of the
     Effective date on which the Plan is approved by shareholders pursuant to
     section 9.9, no part of any Award shall be vested in the absence of the
     death or Disability of the Award recipient;

          (ii) on and after January 20th following the first anniversary of the
     Effective Date and prior to January 20th following the second anniversary
     of the Effective Date, an Award will be vested as to a maximum of twenty
     percent (20%) of the Shares subject to the Award when granted in the
     absence of the death or Disability of the Award recipient;

          (iii) on and after January 20th following the second anniversary of
     the Effective Date and prior to January 20th following the third
     anniversary of the Effective Date, an Award may be vested as to a maximum
     of forty percent (40%) of the Shares subject to the Award when granted in
     the absence of the death or Disability of the Award recipient;

          (iv) on and after January 20th following the third anniversary of the
     Effective Date and prior to January 20th following the fourth anniversary
     of the Effective Date, an Award may be vested as to a maximum of sixty
     percent (60%) of the Shares subject to the Award when granted in the
     absence of the death or Disability of the Award recipient;

          (v) on and after January 20th following the fourth anniversary of the
     Effective Date and prior to January 20th following the fifth anniversary of
     the Effective Date, an Award may be vested as to a maximum of eighty
     percent (80%) of the Shares subject to the Award when granted in the
     absence of the death or Disability of the Award recipient; and

          (vi) on and after January 20th following the fifth anniversary of the
     date on which the Plan is approved by shareholders pursuant to section 9.9,
     the Award may be vested as to one hundred percent (100%) of the Shares
     subject to the Award when granted; and

          (vii) an Award may become fully vested on the date of the Award
     holder's death or Disability without regard to the time expired from and
     after the Effective Date.



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          (c) An Award by its terms shall not be transferable by the Eligible
Director or Eligible Employee other than by will or by the laws of descent and
distribution, and the Shares granted pursuant to such Award and held in the
Trust shall be distributable, during the lifetime of the Recipient, only to the
Recipient.



                                   ARTICLE VII

                                     VESTING


          SECTION 7.1 VESTING OF AWARDS.

          Subject to the terms and conditions of the Plan, unless otherwise
determined by the Committee and specified in the Award Notice relating to an
Award, Shares subject to each Award granted to an Eligible Director or Eligible
Employee under the Plan shall become vested as follows: (i) twenty percent (20%)
of such Shares shall become vested twenty (20) calendar days after the end of
the calendar quarter that includes the first anniversary of the date of grant;
(ii) an additional twenty percent (20%) of such Shares shall become vested
twenty (20) calendar days after the end of the calendar quarter that includes
the second anniversary of the date of grant; (iii) an additional twenty percent
(20%) of such Shares shall become vested twenty (20) calendar days after the end
of the calendar quarter that includes the third anniversary of the date of
grant; (iv) an additional twenty percent (20%) of such Shares shall become
vested twenty (20) calendar days after the end of the calendar quarter that
includes the fourth anniversary of the date of grant; (v) an additional twenty
percent (20%) of such Shares shall become vested twenty (20) calendar days after
the end of the calendar quarter that includes the fifth anniversary of the date
of grant; and provided, further, an Award shall become 100% vested upon the
Award recipient's death or Disability.


          SECTION 7.2 DESIGNATION OF BENEFICIARY.

          An Eligible Director or Eligible Employee who has received an Award
may designate a Beneficiary to receive any undistributed Shares that are, or
become, available for distribution on, or after, the date of his death. Such
designation (and any change or revocation of such designation) shall be made in
writing in the form and manner prescribed by the Committee. In the event that
the Beneficiary designated by an Eligible Director or Eligible Employee dies
prior to the Eligible Director or Eligible Employee, or in the event that no
Beneficiary has been designated, any undistributed Shares that are, or become,
available for distribution on, or after, the Eligible Director's or Eligible
Employee's death shall be paid to the executor or administrator of the Eligible
Director's or Eligible Employee's estate, or if no such executor or
administrator is appointed within such time as the Committee, in its sole
discretion, shall deem reasonable, to such one or more of the spouse and
descendants and blood relatives of such deceased person as the Committee may
select.




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          SECTION 7.3 MANNER OF DISTRIBUTION.

          (a) Except as provided in section 7.3(b), as soon as practicable
following the date any Shares granted pursuant to an Award become vested
pursuant to sections 7.1, the Committee shall take such actions as are necessary
to cause the transfer of record ownership of the Shares that have become vested
from the Trustee to the Award holder and shall cause the Trustee to distribute
to the Award holder all property other than Shares then being held in connection
with the Shares being distributed.

          (b) The Committee may, in its discretion, cause the transfer to an
Award recipient of record ownership of the Shares subject to such Award that
have not yet vested. Any such Shares shall be held in certificated form only,
and the certificate therefor shall bear the following or a substantially similar
legend:

          The securities evidenced hereby are subject to the
          terms of an Award Notice dated [date] between the
          issuer and [name of Award recipient] pursuant to the
          Hudson City Bancorp, Inc. 2000 Recognition and
          Retention Plan, a copy of which is on file with the
          issuer and may be inspected at the issuer's executive
          offices at West 80 Century Road, Paramus, New Jersey.
          No sale, transfer, hypothecation or other disposition
          of these securities may be made except in compliance
          with the terms of such Award Notice and the terms of
          the Plan.

          (c) The Company's obligation to deliver Shares with respect to an
Award shall, if the Committee so requests, be conditioned upon the receipt of a
representation as to the investment intention of the Eligible Director or
Eligible Employee or Beneficiary to whom such Shares are to be delivered, in
such form as the Committee shall determine to be necessary or advisable to
comply with the provisions of applicable federal, state or local law. It may be
provided that any such representation shall become inoperative upon a
registration of the Shares or upon the occurrence of any other event eliminating
the necessity of such representation. The Company shall not be required to
deliver any Shares under the Plan prior to (i) the admission of such Shares to
listing on any stock exchange on which Shares may then be listed, or (ii) the
completion of such registration or other qualification under any state or
federal law, rule or regulation as the Committee shall determine to be necessary
or advisable.


          SECTION 7.4 TAXES.

          The Company, the Committee or the Trustee shall have the right to
require any person entitled to receive Shares pursuant to an Award to pay the
amount of any tax which is required to be withheld with respect to such Shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of Shares to cover the amount required to be withheld.



<PAGE>

                                      -13-


                                  ARTICLE VIII

                            AMENDMENT AND TERMINATION


          SECTION 8.1 TERMINATION.

          The Board may suspend or terminate the Plan in whole or in part at any
time by giving written notice of such suspension or termination to the
Committee; provided, however, that the Plan may not be terminated while there
are outstanding Awards that may thereafter become vested. Upon the termination
of the Plan, the Trustee shall make distributions from the Trust Fund in such
amounts and to such persons as the Committee may direct and shall return the
remaining assets of the Trust Fund, if any, to Hudson City Bancorp, Inc.


          Section 8.2 Amendment.

          The Board may amend or revise the Plan in whole or in part at any
time; provided, however, that no such amendment or revision shall alter the
stockholder approval standard set forth in Article X as a condition precedent to
the effectiveness of Article X or otherwise directly or indirectly give effect
to the substance of the provisions of Article X without compliance with the
stockholder approval requirement set forth therein.


          SECTION 8.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS REORGANIZATION.

          (a) In the event of any merger, consolidation, or other business
reorganization (including but not limited to a Change of Control) in which
Hudson City Bancorp, Inc. is the sur viving entity, and in the event of any
stock split, stock dividend or other event generally affecting the number of
Shares held by each person who is then a holder of record of Shares, the number
of Shares held or permitted to be held in the Trust Fund, the number of Shares
covered by outstanding Awards, and the number of Shares available as Awards in
total or to particular individuals or groups shall be adjusted to account for
such event. Such adjustment shall be effected by multiplying such number of
Shares by an amount equal to the number of Shares that would be owned after such
event by a person who, immediately prior to such event, was the holder of record
of one Share, unless the Committee, in its discretion, establishes another
appropriate method of adjustment.

          (b) In the event of any merger, consolidation, or other business
reorganization (including but not limited to a Change of Control) in which
Hudson City Bancorp, Inc. is not the sur viving entity, the Trustee shall hold
in the Trust Fund any money, stock, securities or other property received by
holders of record of Shares in connection with such merger, consolidation, or
other business reorganization. Any Award with respect to which Shares had been
allocated to an Eligible Director or Eligible Employee shall be adjusted by
allocating to the Eligible Director or Eligible Employee receiving such Award
the amount of money, stock, securities or other property received by the Trustee
for the Shares allocated to such Eligible Director or Eligible Employee, and
such money, stock, securities or other property shall be subject to the same
terms and conditions of the Award that applied to the Shares for which it has
been exchanged.



<PAGE>

                                      -14-


                                   ARTICLE IX

                                  MISCELLANEOUS


          SECTION 9.1 STATUS AS AN EMPLOYEE BENEFIT PLAN.

          This Plan is not intended to satisfy the requirements for
qualification under section 401(a) of the Code or to satisfy the definitional
requirements for an "employee benefit plan" under section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended. It is intended to be a
non-qualified incentive compensation program that is exempt from the regulatory
requirements of the Employee Retirement Income Security Act of 1974, as amended.
The Plan shall be construed and administered so as to effectuate this intent.


          SECTION 9.2 NO RIGHT TO CONTINUED EMPLOYMENT.

          Neither the establishment of the Plan nor any provisions of the Plan
nor any action of the Board or the Committee with respect to the Plan shall be
held or construed to confer upon any Eligible Director or Eligible Employee any
right to continue in the service of any Employer. The Employers reserve the
right to dismiss any Eligible Director or Eligible Employee or otherwise deal
with any Eligible Director or Eligible Employee to the same extent as though the
Plan had not been adopted.

          SECTION 9.3 CONSTRUCTION OF LANGUAGE.

          Whenever 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
words importing the masculine gender may be read as referring equally to the
feminine or the neuter. Any reference to an Article or section number shall
refer to an Article or section of this Plan unless otherwise indicated.


          SECTION 9.4 GOVERNING LAW.

          The Plan shall be construed and enforced in accordance with 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 the
federal laws of the United States of America. The Plan shall be construed to
comply with applicable FDIC Regulations.


          SECTION 9.5 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 Plan, the text shall control.




<PAGE>

                                      -15-


          SECTION 9.6 NON-ALIENATION OF BENEFITS.

          The right to receive a benefit under the Plan shall not be subject in
any manner to anticipation, alienation or assignment, nor shall such right be
liable for or subject to debts, contracts, liabilities, engagements or torts.


          SECTION 9.7 NOTICES.

          Any communication required or permitted to be given under the Plan,
including any notice, direction, designation, comment, instruction, objection or
waiver, shall be in writing and shall be deemed to have been given at such time
as it is personally delivered or 5 days after mailing if mailed, postage
prepaid, by registered or certified mail, return receipt requested, addressed to
such party at the address listed below, or at such other address as one such
party may by written notice specify to the other:

          (a) If to the Committee:

              Hudson City Bancorp, Inc.
              West 80 Century Road
              Paramus, New Jersey  07652-1473

              Attention:  Corporate Secretary

          (b) If to an Eligible Director or Eligible Employee, to the Eligible
     Director's or Eligible Employee's address as shown in the Employer's
     records.


          SECTION 9.8 REQUIRED REGULATORY PROVISIONS.

          The making and payment of Awards under this Plan shall be conditioned
upon and subject to compliance with section 18(k) of the Federal Deposit
Insurance Act, 12 U.S.C. 1828(k), and the rules and regulations promulgated
thereunder.


          SECTION 9.9 APPROVAL OF SHAREHOLDERS.

          The Plan shall not be effective or implemented prior to July 13, 2000
unless approved by the holders of a majority of the total votes eligible to be
cast at any duly called annual or special meeting of the Company, in which case
the Plan shall be effective as of the later of (a) January 13, 2000 or (b) the
date of such approval. If not effective prior to such one year anniversary, the
Plan shall be effective on such later date as is specified by the Board. No
Award shall be made prior to the date on which the Plan becomes effective.






<PAGE>

                                      -16-

                                    ARTICLE X

          ADDITIONAL PROVISIONS SUBJECT TO FURTHER SHAREHOLDER APPROVAL


          SECTION 10.1 ACCELERATED VESTING UPON RETIREMENT OR CHANGE IN CONTROL.

          Notwithstanding anything in the Plan to the contrary, but subject to
section 10.3, unless otherwise determined by the Committee and specified in the
Award Notice relating to an Award: (a) in the event that any Award Recipient
terminates service with the Employer and such termination constitutes a
Retirement, all Awards outstanding to such holder on the date of his Retirement
shall, to the extent not already vested, become vested upon Retirement; and (b)
in the event of a Change of Control, all Awards outstanding under the Plan on
the date of the Change of Control shall, to the extent not already vested,
become vested on the date of the Change of Control.


          SECTION 10.2 DISCRETION TO ESTABLISH VESTING SCHEDULES.

          Notwithstanding anything in the Plan to the contrary, but subject to
section 10.3, section 7.1 shall apply in determining the vesting of Awards only
if no different vesting schedule is established by the Committee and specified
in the Award Notice.


          SECTION 10.3 NO EFFECT PRIOR TO STOCKHOLDER APPROVAL.

          Notwithstanding anything contained in this Article X to the contrary,
the provisions of this Article X shall not be applied, and shall be of no force
or effect, unless and until the shareholders of the Company shall have approved
such provisions by affirmative vote of the holders of a majority of the Shares
represented in person or by proxy and entitled to vote at a meeting of
shareholders duly called and held after July 13, 2000.