Officers Deferred Compensation Plan
 of
 Hudson City Bancorp, Inc.
 Amended and Restated on December 31, 2008




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TABLE OF CONTENTS
 Article I Definitions
    
    
    1Section 1.1 Acceleration Event
    
    
    1Section 1.2 Administrator
    
    
    1Section 1.3 Annual Incentive Compensationmeans an annual incentive award payable
pursuant to an Annual Incentive Plan
    
    
    1Section 1.4 Annual Incentive Planmeans the Executive Officers Annual Incentive
Plan of Hudson City Bancorp, Inc. or the Annual Incentive Plan for Non-Executive
Officers of Hudson City Bancorp, Inc.
    
    
    1Section 1.5 Base Salarymeans the annual base salary payable to an Eligible Officer
    
    
    1Section 1.6 Beneficiarymeans the person or persons designated by a Participant
under section 6.3 of the Plan
    
    
    1Section 1.7 Board
    
    
    1Section 1.8 Code
    
    
    1Section 1.9 Company
    
    
    1Section 1.10 Change in Control Event
    
    
    1Section 1.11 Committee
    
    
    1Section 1.12 Compensationmeans, during any period, the compensation payable to an
Eligible Officer by any Participating Company that is reportable to the Internal
Revenue Service as compensation for such period on Form W-2. Compensation shall
include Base Salary, Annual Incentive Compensation, Option-Related Compensation and
Equity Compensation. Compensation shall not include amounts that become payable
under this Plan
    
    
    2Section 1.13 Deferred Compensationmeans the amount of Compensation that a
Participant elects to defer pursuant to the terms of the Plan
    
    
    2Section 1.14 Disability
    
    
    2Section 1.15 Effective Date
    
    
    2Section 1.16 Eligible Officermeans an officer of any of the Participating Companies
who is at the level of senior vice president or higher
    
    
    2Section 1.17 Equity Compensationmeans, with respect to any Eligible Officer, that
portion of the Eligible Officers Compensation, other than Option-Related
Compensation, that is paid to him in Shares or the amount of which is based upon the
value, or increase in value, of a Share
    
    
    2Section 1.18 Fair Market Value
    
    
    2Section 1.19 Investment Benchmark
    
    
    2Section 1.20 ISO Sharemeans a Share acquired upon exercise of an incentive stock
option (within the meaning of section 422 of the Code)
    
    
    3Section 1.21 Memorandum Account
    
    
    3Section 1.22 Memorandum Subaccount
    
    
    3Section 1.23 Option-Related Compensationmeans, with respect to an option to
purchase Shares that is exercised by paying the entire exercise price therefore by
actual or constructive delivery of Previously Acquired Shares, a number of Shares
equal to the excess of (a) the total number of Shares as to which the option is
exercised, over (b) the number of Shares actually or constructively delivered in
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payment of the exercise price and with respect to a stock appreciation right, the
compensation that result from exercise of the stock appreciation right
    
    
    3Section 1.24 Participant
    
    
    3Section 1.25 Participating Company
    
    
    3Section 1.26 Performance-Based Compensationmeans performance-based compensation
within the meaning of section 409A of the Code and the regulations and other
guidance issued thereunder
    
    
    3Section 1.27 Performance-Based Compensation Deferral Election Periodmeans, with
respect to any Performance-Based Compensation payable for any Service Period, the
portion of the Service Period prior to the earlier of (a) the date that is one day
less than six (6) months before the end of the Service Period to which such
Performance-Based Compensation relates and (b) the date that such Performance-Based
Compensation becomes both substantially certain to be paid and readily
ascertainable; provided, however, that the Participant entitled to such
Performance-Based Compensation performs services continuously from no later than the
date on which the performance criteria are established through the date the initial
deferral election is made
    
    
    3Section 1.28 Phantom Sharemeans a unit of value that, on any relevant date,
corresponds to the Fair Market Value of a Share
    
    
    3Section 1.29 Plan
    
    
    4Section 1.30 Previously Acquired Share
    
    
    4Section 1.31 Share
    
    
    4Section 1.32 Separation from Servicemeans, with respect to a Participant, the
Participants separation from service within the meaning of section 409A of the Code
and the regulations and other guidance issued thereunder
    
    
    4Section 1.33 Service Periodmeans any period of at least one (1) year in respect of
which Performance-Based Compensation is payable
    
    
    4Section 1.34 Service Recipient
    
    
    4Section 1.35 Unforeseeable Emergency
    
    
    4Article II Participation
    
    
    4Section 2.1 Election to Participate
    
    
    4Section 2.2 Election to Defer Base Salary
    
    
    5Section 2.3 Election to Defer Annual Incentive Compensation
    
    
    5Section 2.4 Election to Defer Equity Compensation
    
    
    6Section 2.5 Election to Defer Option-Related Compensation
    
    
    7Section 2.6 Changes in Participation
    
    
    7Article III Accounting for Deferred Amounts
    
    
    9Section 3.1 In General
    
    
    9Section 3.2 Adjustments to Memorandum Accounts
    
    
    9Section 3.3 Vesting
    
    
    11Section 3.4 Investment in Phantom Shares
    
    
    11Article IV Trust
    
    
    11Section 4.1 Establishment of Trust
    
    
    11Section 4.2 Contributions to Trust; Investments
    
    
    11
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Section 4.3 Unfunded Character of Plan
    
    
    12Article V Life Insurance
    
    
    12Section 5.1 Authority to Purchase Life Insurance
    
    
    12Section 5.2 Cooperation to Effect Purchases
    
    
    12Section 5.3 Ownership of Policies
    
    
    12Section 5.4 Effect of Termination of Participation
    
    
    13Article VI Distributions
    
    
    13Section 6.1 Early Distributions
    
    
    13Section 6.2 Scheduled Distributions to Participants
    
    
    15Section 6.3 Distributions to Beneficiaries
    
    
    16Section 6.4 Mandatory Cashout of Small Balances
    
    
    17Section 6.5 Restrictions on Payments to Specified Employees
    
    
    17Section 6.6 One-Time Change of Elections
    
    
    17Article VII Administration
    
    
    17Section 7.1 Administrator
    
    
    17Section 7.2 Committee Responsibilities
    
    
    18Section 7.3 Claims Procedure
    
    
    19Section 7.4 Claims Review Procedure
    
    
    19Section 7.5 Other Administrative Provisions
    
    
    20Article VIII Amendment And Termination
    
    
    21Section 8.1 Amendment by the Company
    
    
    21Section 8.2 Termination
    
    
    21Section 8.3 Amendment or Termination by Other Companies
    
    
    21Article IX Miscellaneous Provisions
    
    
    22Section 9.1 Notice and Election
    
    
    22Section 9.2 Construction and Language
    
    
    22Section 9.3 Headings
    
    
    22Section 9.4 Non-Alienation of Benefits
    
    
    22Section 9.5 Indemnification
    
    
    23Section 9.6 Severability
    
    
    23Section 9.7 Waiver
    
    
    23Section 9.8 Governing Law
    
    
    23Section 9.9 Withholding
    
    
    23Section 9.10 No Deposit Account
    
    
    24Section 9.11 Rights of Participants
    
    
    24Section 9.12 Status of Plan under ERISA
    
    
    24Section 9.13 Successors and Assigns
    
    
    24Section 9.14 Non-dilution Provisions
    
    
    24Section 9.15 Compliance with Section 409A of the Code
    
    
    25
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Officers Deferred Compensation Plan
 of
 Hudson City Bancorp, Inc.
 Article I
 Definitions
  Section 1.1
Acceleration Event
 Section 1.2 Administrator
 Section 1.3 Annual Incentive Compensation
 Section 1.4 Annual Incentive Plan
 Section 1.5 Base Salary
 Section 1.6 Beneficiary
 Section 1.7 Board
 Section 1.8 Code
 Section 1.9 Company
 Section 1.10
Change
in Control Event
 Section 1.11 Committee




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Section 1.12 Compensation
 Section 1.13 Deferred Compensation
 Section 1.14 Disability
 Section 1.15 Effective Date
 Section 1.16 Eligible Officer
 Section 1.17 Equity Compensation
 Section 1.18 Fair Market Value
    Section 1.19 Investment Benchmark
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Section 1.20 ISO Share
 Section 1.21 Memorandum Account
 Section 1.22 Memorandum Subaccount
 Section 1.23 Option-Related Compensation
 Section 1.24 Participant
 Section 1.25 Participating Company
 Section 1.26 Performance-Based Compensation
 Section 1.27 Performance-Based Compensation Deferral Election Period provided, however,
 Section 1.28 Phantom Share
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Section 1.29 Plan
 Section 1.30 Previously Acquired Share
 Section 1.31 Share
 Section 1.32 Separation from Service
 Section 1.33 Service Period
 Section 1.34 Service Recipient
 Section 1.35 Unforeseeable Emergency
 Article II
 Participation
 Section 2.1 Election to Participate.
 provided, however,
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Section 2.2 Election to Defer Base Salary.
 ; provided, however,
  Section 2.3 Election to Defer Annual Incentive Compensation.
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; provided, however,
   Section 2.4 Election to Defer Equity Compensation.
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; provided, however,
   Section 2.5 Election to Defer Option-Related Compensation.
  Section 2.6 Changes in Participation.
 provided, however, provided, however,
 provided, however,
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provided, however,
 provided, however
   provided, however,
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Article III
 Accounting for Deferred Amounts
 Section 3.1 In General.
      Section 3.2 Adjustments to Memorandum Accounts.
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Section 3.3 Vesting.
  Section 3.4 Investment in Phantom Shares.
  Article IV
 Trust
 Section 4.1 Establishment of Trust.
 provided however provided further
 Section 4.2 Contributions to Trust; Investments.
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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.
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Section 5.4 Effect of Termination of Participation.
  Article VI
 Distributions
 Section 6.1 Early Distributions.
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bona fide
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th
  Section 6.2 Scheduled Distributions to Participants.
 provided, however,
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provided, however
     Section 6.3 Distributions to Beneficiaries.
  per
stirpes,
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Section 6.4 Mandatory Cashout of Small Balances.
  Section 6.5 Restrictions on Payments to Specified Employees.
  Section 6.6 One-Time Change of Elections.
 provided, however
 Article VII
 Administration
 Section 7.1
Administrator.
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Section 7.2 Committee Responsibilities.
      18




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Section 7.3 Claims Procedure.
      th
 Section 7.4 Claims Review Procedure.
  19




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Section 7.5 Other Administrative Provisions.
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Article VIII
 Amendment And Termination
 Section 8.1 Amendment by the Company.
  Section 8.2 Termination.
         Section 8.3 Amendment or Termination by Other Companies.
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provided however
 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.
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provided, however,
 Section 9.5 Indemnification.
  Section 9.6 Severability.
  Section 9.7 Waiver.
  Section 9.8 Governing Law.
  Section 9.9 Withholding.
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Section 9.10 No Deposit Account.
  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.
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Section 9.15 Compliance with Section 409A of the Code.
  25