**Exhibit 10.4****Two Year Change of Control Agreement***by and among***Hudson City Saving Bank,****Hudson City Bancorp, Inc.,***and*NAMEMade and entered into as of                     
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**Two-year Change of Control Agreement**          This **Change of Control Agreement** (the “Agreement”) is made and entered into as of _________ byand among **HudsonCity Savings Bank**, a savings bank organized and operating under the federal laws ofthe United States and having an office at West 80 Century Road, Paramus, New Jersey 07652-1473 (the“Bank”), **Hudson City Bancorp, Inc.**, a business corporation organized and existing under the laws ofthe State of Delaware and having an office at West 80 Century Road, Paramus, New Jersey 07652-1473(the “Company”) and _________ (the “Officer”).**Introductory Statement**          The Board of Directors of the Bank and the Board of Directors of the Company have concludedthat it is in the best interests of the Bank, the Company and their shareholders to establish aworking environment for the Officer which minimizes the personal distractions that might resultfrom possible business combinations in which the Company or the Bank might be involved. The Bankand the Company have decided to provide the Officer with assurance that his compensation will becontinued for a minimum period of period (2) years following termination of employment (the“Assurance Period”) if his employment terminates under specified circumstances related to abusiness combination. The Board of Directors of the Bank and the Board of Directors of the Companyhave decided to formalize this assurance by entering into this Change of Control Agreement with theOfficer.          The terms and conditions which the Bank, the Company and the Officer have agreed to are asfollows.**Agreement** *** ****** ******Section 1.******Effective Date; Term; Change of Control and Pending Change ofControl Defined***     (a) This Agreement shall take effect on the date it is signed by the Officer, Bank and Company(the “Effective Date”) and shall be in effect during the period (the “Term”) beginning on theEffective Date and ending on the first anniversary of the date on which
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the Bank notifies the Executive of its intent to discontinue the Agreement (the “InitialExpiration Date”) or, if later, the first anniversary of the latest Change of Control or PendingChange of Control, as defined below, that occurs after the Effective Date and before the InitialExpiration Date.     (b) For all purposes of this Agreement, a “Change of Control” shall be deemed to have occurredupon the happening of any of the following events:          (i) the consummation of a reorganization, merger orconsolidation of the Company with one or more other persons, other thana transaction following which:          (A) at least 51% of the equity ownership interests of the entity resulting from suchtransaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under theSecurities Exchange Act of 1934, as amended (“Exchange Act”)) in substantially the samerelative 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 theoutstanding equity ownership interests in the Company; and          (B) at least 51% of the securities entitled to vote generally in the election of directorsof the entity resulting from such transaction are beneficially owned (within the meaning ofRule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportionsby persons who, immediately prior to such transaction, beneficially owned (within the meaningof Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled tovote generally in the election of directors of the Company;          (ii) the acquisition of all or substantially all of the assets of the Company or beneficialownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more ofthe outstanding securities of the Company entitled to vote generally in the election of directorsby any person or by any persons acting in concert;          (iii) a complete liquidation or dissolution of the Company;          (iv) the occurrence of any event if, immediately following such event, at least 50% of themembers of the Board of Directors of the Company do not belong to any of the following groups:          (A) individuals who were members of the Board of Directors of the Company on the date ofthis Agreement; or          (B) individuals who first became members of the Board of Directors of the Company afterthe date of this Agreement either:
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          (1) upon election to serve as a member of the Board of Directors of theCompany by affirmative vote of three-quarters of the members of such board, or of anominating committee thereof, in office at the time of such first election; or          (2) upon election by the shareholders of the Board of Directors of the Companyto serve as a member of such board, but only if nominated for election byaffirmative vote of three-quarters of the members of the Board of Directors of theCompany, or of a nominating committee thereof, in office at the time of such firstnomination;*provided, however*, that such individual’s election or nomination did notresult from an actual or threatened election contest (within the meaningof Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) orother actual or threatened solicitation of proxies or consents (within themeaning of Rule 14a-11 of Regulation 14A promulgated under the ExchangeAct) other than by or on behalf of the Board of Directors of the Company;or          (v) any event which would be described in section l (b)(i), (ii), (iii) or (iv) 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 anyacquisition of securities or assets of the Company, the Bank, or a subsidiary of either of them, bythe Company, the Bank, or any subsidiary of either of them, or by any employee benefit planmaintained by any of them. For purposes of this section 1(b), the term “person” shall have themeaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.     (c) For purposes of this Agreement, a “Pending Change of Control” shall mean:(i) the signing of a definitive agreement for a transaction which, if consummated, would result ina Change of Control; (ii) the commencement of a tender offer which, if successful, would result ina Change of Control; or (iii) the circulation of a proxy statement seeking proxies in opposition tomanagement in an election contest which, if successful, would result in a Change of Control.          ***Section 2.******Discharge Prior to a Pending Change of Control******.***          The Bank may discharge the Officer at any time prior to the occurrence of a Pending Change ofControl for any reason or for no reason. In such event:     (a) The Bank shall pay to the Officer (or, in the event of his death before payment,
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his estate) his earned but unpaid compensation (including, without limitation, salary and allother items which constitute wages under applicable law) as of the date of his termination ofemployment. This payment shall be made at the time and in the manner prescribed by law applicableto the payment of wages but in no event later than 30 days after the date of the Officer’stermination of employment.     (b) The Bank shall provide the benefits, if any, due to the Officer, his estate, survivingdependents or designated beneficiaries under the employee benefit plans and programs andcompensation plans and programs maintained for the benefit of the officers and employees of theBank. The time and manner of payment or other delivery of these benefits and the recipients of suchbenefits shall be determined according to the terms and conditions of the applicable plans andprograms.The payments and benefits described in sections 2(a) and (b) shall be referred to in this Agreementas the “Standard Termination Entitlements.”          ***Section 3.******Termination of Employment Due to Death******.***          The Officer’s employment with the Bank shall terminate, automatically and without any furtheraction on the part of any party to this Agreement, on the date of the Officer’s death. In suchevent, the Bank shall pay and deliver to the Officer’s estate and surviving dependents andbeneficiaries, as applicable, the Standard Termination Entitlements.          ***Section 4.******Termination Due to Disability after Change of Control or Pending Change of Control.***          The Bank may terminate the Officer’s employment during the Term and after the occurrence of aChange of Control or a Pending Change of Control upon a determination, by a majority vote of themembers of the Board of Directors of the Bank, acting in reliance on the written advice of amedical professional acceptable to it, that the Officer is suffering from a physical or mentalimpairment which, at the date of the determination, has prevented the Officer from performing hisassigned duties on a substantially full-time basis for a period of at least one hundred and eighty(180) days during the period of one (1) year ending with the date of the determination or is likelyto result in death or prevent the Officer from performing his assigned duties on a substantiallyfull-time basis for a period of at least one hundred and eighty (180) days during the period of one(1) year beginning with the date of the determination. In such event:     (a) The Bank shall pay and deliver to the Officer (or in the event of his death beforepayment, to his estate and surviving dependents and beneficiaries, as
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applicable) the Standard Termination Entitlements.     (b) In addition to the Standard Termination Entitlements, the Bank shall continue topay the Officer his base salary, at the annual rate in effect for him immediately prior tothe termination of his employment, during a period ending on the earliest of: (i) theexpiration of one hundred and eighty (180) days after the date of termination of hisemployment; (ii) the date on which long-term disability insurance benefits are firstpayable to him under any long-term disability insurance plan covering employees of the Bank(the “LTD Eligibility Date”); (iii) the date of his death; and (iv) the expiration of theAssurance Period (the “Initial Continuation Period”). If the end of the InitialContinuation Period is neither the LTD Eligibility Date nor the date of his death, the Bankshall continue to pay the Officer his base salary, at an annual rate equal to sixty percent(60%) of the annual rate in effect for him immediately prior to the termination of hisemployment, during an additional period ending on the earliest of the LTD Eligibility Date,the date of his death and the expiration of the Assurance Period.A termination of employment due to disability under this section 4 shall be effected by a notice oftermination given to the Officer by the Bank and shall take effect on the later of the effectivedate of termination specified in such notice or the date on which the notice of termination isdeemed given to the Officer.          ***Section 5.******Discharge with Cause after Change of Control or Pending Change of Control.***          (a) The Bank may terminate the Officer’s employment with “Cause” during the Term and after theoccurrence of a Change of Control or Pending Change of Control, but a termination shall be deemedto have occurred with “Cause” only if     (i) the Board of Directors of the Bank, by majority vote of its entire membership,determines that the Officer should be terminated because of personal dishonesty,incompetence, willful misconduct, breach of fiduciary duty involving personal profit,intentional failure to perform stated duties, willful violation of any law, rule orregulation (other than traffic violations or similar offenses) or final cease-and-desistorder, or any material breach of this Agreement; and     (ii) at least forty-five (45) days prior to the vote contemplated by section 1(b)(i),the Bank has provided the Officer with notice of its intent to discharge the Officer forCause, detailing with particularity the facts and circumstances which are alleged toconstitute Cause (the “Notice of Intent to Discharge”); and
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     (iii) after the giving of the Notice of Intent to Discharge and before the taking ofthe vote contemplated by section 5(a)(i), the Officer (together with his legal counsel, ifhe so desires) is afforded a reasonable opportunity to make both written and oralpresentations before the Board of Directors of the Bank for the purpose of refuting thealleged grounds for Cause for his discharge; and     (iv) after the vote contemplated by section 5(a)(i), the Bank has furnished to theOfficer a notice of termination which shall specify the effective date of his terminationof employment (which shall in no event be earlier than the date on which such notice isdeemed given) and include a copy of a resolution or resolutions adopted by the Board ofDirectors of the Bank, certified by its corporate secretary and signed by each member ofthe Board of Directors voting in favor of adoption of the resolution(s), authorizing thetermination of the Officer’s employment with Cause and stating with particularity the factsand circumstances found to constitute Cause for his discharge (the “Final DischargeNotice”).For purposes of this section 5, no act or failure to act, on the part of the Officer, shall beconsidered “willful” unless it is done, or omitted to be done, by the Officer in bad faith orwithout reasonable belief that the Officer’s action or omission was in the best interests of theBank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adoptedby the Board of Directors of the Bank or based upon the written advice of counsel for the Bankshall be conclusively presumed to be done, or omitted to be done, by the Officer in good faith andin the best interests of the Bank.          (b) If the Officer is discharged with Cause during the Term and after a Change of Control orPending Change of Control, the Bank shall pay and provide to him (or, in the event of his death, tohis estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlementsonly. Following the giving of a Notice of Intent to Discharge, the Bank may temporarily suspendthe Officer’s duties and authority and, in such event, may also suspend the payment of salary andother cash compensation, but not the Officer’s participation in retirement, insurance and otheremployee benefit plans. If the Officer is not discharged, or is discharged without Cause, withinforty-five (45) days after the giving of a Notice of Intent to Discharge, payments of salary andcash compensation shall resume, and all payments withheld during the period of suspension shall bepromptly restored. If the Officer is discharged with Cause not later than forty-five (45) daysafter the giving of the Notice of Intent to Discharge, all payments withheld during the period ofsuspension shall be deemed forfeited and shall not be included in the Standard TerminationEntitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner thanninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to theOfficer during the period beginning with the giving of the Notice of Intent to Discharge and endingwith the Officer’s discharge with Cause
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shall be retained by the Officer and shall not be applied to offset the Standard TerminationEntitlements. If the Bank does not give a Final Discharge Notice to the Officer within ninety (90)days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall bedeemed withdrawn and any future action to discharge the Officer with Cause shall require the givingof a new Notice of Intent to Discharge.          ***Section 6.******Discharge without Cause******.***          The Bank may discharge the Officer without Cause at any time after the occurrence of a Changeof Control or Pending Change of Control, and in such event:     (a) The Bank shall pay and deliver to the Officer (or in the event of his death beforepayment, to his estate and surviving dependents and beneficiaries, as applicable) theStandard Termination Entitlements.     (b) In addition to the Standard Termination Entitlements:     (i) During the Assurance Period, the Bank shall provide for the Officer andhis dependents continued group life, health (including hospitalization, medical andmajor medical), dental, accident and long-term disability insurance benefits onsubstantially the same terms and conditions (including any required premium-sharingarrangements, co-payments and deductibles) in effect for them immediately prior tothe Officer’s termination. The coverage provided under this section 6(b)(i) may, atthe election of the Bank, be secondary to the coverage provided as part of theStandard Termination Entitlements and to any employer-paid coverage provided by asubsequent employer or through Medicare, with the result that benefits under theother coverages will offset the coverage required by this section 6(b)(i).     (ii) The Bank shall make a lump sum payment to the Officer (or, in the eventof his death before payment, to his estate), in an amount equal to the estimatedpresent value of the salary that the Officer would have earned if he had continuedworking for the Bank during the Assurance Period at the highest annual rate ofsalary achieved during the period of three (3) years ending immediately prior tothe date of termination (the “Salary Severance Payment”). The Salary SeverancePayment shall be computed using the following formula: