Directors Deferred Compensation Plan
 of   Hudson City Bancorp, Inc.
 
 Adopted on January 18, 2005
Effective as of January 18, 2005




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TABLE OF CONTENTS
 ARTICLE IDefinitionsSection 1.1 Administrator
    
    
    1Section 1.2 Beneficiary
    
    
    1Section 1.3 Board
    
    
    1Section 1.4 Code
    
    
    1Section 1.5 Company
    
    
    1Section 1.6 Change in Control Event
    
    
    1Section 1.7 Cash Compensation
    
    
    1Section 1.8 Compensation
    
    
    1Section 1.9 Disability
    
    
    1Section 1.10 Committee
    
    
    1Section 1.11 Effective Date
    
    
    2Section 1.12 Equity Compensation
    
    
    2Section 1.13 Fair Market Value
    
    
    2Section 1.14 Investment Benchmark
    
    
    2Section 1.15 Memorandum Account
    
    
    2Section 1.16 Memorandum Subaccount
    
    
    2Section 1.17 Non-Employee Director
    
    
    2Section 1.18 Option-Related Compensation
    
    
    3Section 1.19 Participant
    
    
    3Section 1.20 Participating Company
    
    
    3Section 1.21 Phantom Share
    
    
    3Section 1.22 Plan
    
    
    3Section 1.23 Plan
    
    
    3Section 1.24 Share
    
    
    3Section 1.25 Service Recipient
    
    
    3Section 1.26 Unforseeable Emergency
    
    
    3ARTICLE IIParticipationSection 2.1 Election to Participate
    
    
    4Section 2.2 Election to Defer Cash Compensation
    
    
    4Section 2.3 Election to Defer Equity Compensation
    
    
    4Section 2.4 Election to Defer Option-Related Compensation
    
    
    5Section 2.5 Changes in Participation
    
    
    5ARTICLE IIIAccounting for Deferred AmountsSection 3.1 In General
    
    
    6Section 3.2 Adjustments to Memorandum Accounts
    
    
    7
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Section 3.3 Vesting
    
    
    8ARTICLE IVTrustSection 4.1 Establishment of Trust
    
    
    8Section 4.2 Contributions to Trust; Investments
    
    
    9Section 4.3 Unfunded Character of Plan
    
    
    9ARTICLE VLife InsuranceSection 5.1 Authority to Purchase Life Insurance
    
    
    9Section 5.2 Cooperation to Effect Purchases
    
    
    9Section 5.3 Ownership of Policies
    
    
    9Section 5.4 Effect of Termination of Participation
    
    
    10ARTICLE VIDistributionsSection 6.1 Early Distributions
    
    
    10Section 6.2 Scheduled Distributions to Participants
    
    
    11Section 6.3 Distributions to Beneficiaries
    
    
    12ARTICLE VIIAdministrationSection 7.1 Administrator
    
    
    13Section 7.2 Committee Responsibilities
    
    
    14Section 7.3 Claims Procedure
    
    
    15Section 7.4 Claims Review Procedure
    
    
    15Section 7.5 Other Administrative Provisions
    
    
    16ARTICLE VIIIAmendment And TerminationSection 8.1 Amendment by the Company
    
    
    16Section 8.2 Termination
    
    
    17Section 8.3 Amendment or Termination by Other Companies
    
    
    17ARTICLE IXMiscellaneous ProvisionsSection 9.1 Notice and Election
    
    
    18Section 9.2 Construction and Language
    
    
    18Section 9.3 Headings
    
    
    18Section 9.4 Non-Alienation of Benefits
    
    
    18
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Section 9.5 Indemnification
    
    
    18Section 9.6 Severability
    
    
    19Section 9.7 Waiver
    
    
    19Section 9.8 Governing Law
    
    
    19Section 9.9 Withholding
    
    
    19Section 9.10 No Deposit Account
    
    
    19Section 9.11 Rights of Participants
    
    
    19Section 9.12 Status of Plan Under ERISA
    
    
    20Section 9.13 Successors and Assigns
    
    
    20Section 9.14 Non-dilution Provisions
    
    
    20
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Directors Deferred Compensation Plan
 of
 Hudson City Bancorp, Inc.
 Article I
 Definitions
  Section 1.1 Acceleration Event
 Section 1.2 Administrator
 Section 1.3 Beneficiary
 Section 1.4 Board
 Section 1.5 Code
 Section 1.6 Company
 Section 1.7 Change in Control Event
 Section 1.8 Cash Compensation
 Section 1.9 Committee
 Section 1.10 Compensation




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Section 1.11 Disability
 Section 1.12 Effective Date
 Section 1.13 Equity Compensation
 Section 1.14 Fair Market Value
    Section 1.15 Investment Benchmark
 Section 1.16 ISO Share
 Section 1.17 Memorandum Account
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Section 1.18 Memorandum Subaccount
 Section 1.19 Non-Employee Director
 Section 1.20 Option-Related Compensation
 Section 1.21 Participant
 Section 1.22 Participating Company
 Section 1.23 Phantom Share
 Section 1.24 Plan
 Section 1.25 Previously Acquired Share
 Section 1.26 Share
 Section 1.27 Service Recipient
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Section 1.28 Unforeseeable Emergency
 Article II
 Participation
 Section 2.1 Election to Participate.
 provided, however,
 Section 2.2 Election to Defer Cash Compensation.
 ; provided, however,
 Section 2.3 Election to Defer Equity Compensation.
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provided, however,
 Section 2.4 Election to Defer Option-Related Compensation and/or Compensation
Related to Stock Appreciation Rights.
  Section 2.5 Changes in Participation.
 provided, however, provided, however
 provided, however provided, however
  5




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Section 2.6 Revocability of 2005 Elections.
  Article III
 Accounting for Deferred Amounts
 Section 3.1 In General.
      6




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Section 3.2 Adjustments to Memorandum Accounts.
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Section 3.3 Vesting.
  Article IV
 Trust
 Section 4.1 Establishment of Trust.
 provided however provided further
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Section 4.2 Contributions to Trust; Investments.
  Section 4.3 Unfunded Character of Plan.
  Article V
 Life Insurance
 Section 5.1 Authority to Purchase Life Insurance.
  Section 5.2 Cooperation to Effect Purchases.
  Section 5.3 Ownership of Policies.
  9




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Section 5.4 Effect of Termination of Participation.
  Article VI
 Distributions
 Section 6.1 Early Distributions.
    10




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Section 6.2 Scheduled Distributions to Participants.
 provided, however,
   provided, however
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Section 6.3 Distributions to Beneficiaries.
   Section 6.4 Mandatory Cashout of Small Balances.
  Section 6.5 Restrictions on Payments.
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Section 6.6 Payment upon a Change in Control Event.
 A Participant may elect concurrently with any other payment election or change in payment
election permitted under the Plan, that the entire balance credited to his Memorandum Account be distributed to him a single lump sum upon the occurrence of a Change
in Control Event.
 Section 6.7 One-Time Payment Elections.
 Article
VII A Participant may: (a) at any time prior to December 31, 2006, change the time and manner of
payment of deferred amounts scheduled to be paid on or after January 1, 2007; (b) at any time prior
to December 31, 2007, change the time and manner of payment of deferred amounts scheduled to be
paid on or after January 1, 2008; and (c) at any time prior to December 31, 2008, change the time
and manner of payment of deferred amounts scheduled to be paid on or after January 1, 2009. Any
such election shall be made in writing in the form prescribed by the Administrator and filed with
the Administrator on or before the last day for making the
election.
 Administration
 Section 7.1 Administrator.
      provided however,
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Section 7.2 Committee Responsibilities.
        14




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Section 7.3 Claims Procedure.
       Section 7.4 Claims Review Procedure.
  15




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Section 7.5 Other Administrative Provisions.
      Article VIII
 Amendment And Termination
 Section 8.1 Amendment by the Company.
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Section 8.2 Termination.
         Section 8.3 Amendment or Termination by Other Companies.
 provided however
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Article IX
 Miscellaneous Provisions
 Section 9.1 Notice and Election.
  Section 9.2 Construction and Language.
  Section 9.3 Headings.
  Section 9.4 Non-Alienation of Benefits.
 provided, however,
 Section 9.5 Indemnification.
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Section 9.6 Severability.
  Section 9.7 Waiver.
  Section 9.8 Governing Law.
  Section 9.9 Withholding.
  Section 9.10 No Deposit Account.
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Section 9.11 Rights of Participants.
  Section 9.12 Status of Plan Under ERISA.
  Section 9.13 Successors and Assigns.
  Section 9.14 Non-dilution Provisions.
  Section 9.15 Compliance with Section 409A of the Code.
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