HUDSON CITY BANCORP, INC.

All Nominees

WITHHOLD

(Except as otherwise

for all

indicated)

nominees

Election of four Directors for terms of three years each.


(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):


o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

You are cordially invited to attend the 2004 Annual Meeting of Stockholders of Hudson City Bancorp, Inc., which will be held on May 21, 2004 at 10:00 a.m., Eastern Time, at the Woodcliff Lake Hilton, 200 Tice Boulevard, Woodcliff Lake, New Jersey 07675.

The attached Notice of the 2004 Annual Meeting of Stockholders and Proxy Statement describe the business to be transacted at the Annual Meeting. Directors and officers of Hudson City Bancorp, as well as a representative of KPMG LLP, the accounting firm appointed by the Audit Committee of the Board of Directors to be Hudson City Bancorp’s independent auditors for the fiscal year ending December 31, 2004, will be present at the Annual Meeting to respond to appropriate questions.

The Board of Directors of Hudson City Bancorp has determined that an affirmative vote on each matter to be considered at the Annual Meeting is in the best interests of Hudson City Bancorp and its stockholders and unanimously recommends a vote “FOR” each of these matters.

Please complete, sign and return the enclosed proxy card promptly, whether or not you plan to attend the Annual Meeting. Your vote is important regardless of the number of shares you own. Voting by proxy will not prevent you from voting in person at the annual meeting, but will assure that your vote is counted if you are unable to attend. If you are a stockholder whose shares are not registered in your own name, you will need additional documentation from your record holder to attend and to vote personally at the Annual Meeting. Examples of such documentation include a broker’s statement, letter or other document confirming your ownership of shares of Hudson City Bancorp.

On behalf of the Board of Directors and the employees of Hudson City Bancorp, Inc., we thank you for your continued support and hope to see you at the Annual Meeting.


	Sincerely yours,



	Ronald E. Hermance, Jr.
	President and Chief Executive Officer

NOTICE IS HEREBY GIVEN that the 2004 Annual Meeting of Stockholders of Hudson City Bancorp, Inc. will be held at the Woodcliff Lake Hilton, 200 Tice Boulevard, Woodcliff Lake, New Jersey 07675, on May 21, 2004 at 10:00 a.m., Eastern Time, to consider and vote upon the following matters:


	1.	The election of four directors for terms of three years each;

	2.	The ratification of the appointment of KPMG LLP as Hudson City Bancorp’s independent auditors for the fiscal year ending December 31, 2004; and

	3.	Such other business as may properly come before the annual meeting, and any adjournment or postponement thereof. Please note that we are not aware of any such business.

The Board of Directors has fixed April 2, 2004 as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof. Only stockholders of record at the close of business on that date will be entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof. A list of such stockholders will be available for inspection at the branch office of Hudson City Savings Bank located at West 80 Century Road, Paramus, New Jersey for 10 days prior to the annual meeting. The list will also be available at the annual meeting.


	By Order of the Board of Directors


	Veronica Olszewski
	Senior Vice President
	and Corporate Secretary

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF SHARES YOU OWN. THE BOARD OF DIRECTORS URGES YOU TO MARK, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. RETURNING THE PROXY CARD WILL NOT PREVENT YOU FROM VOTING IN PERSON IF YOU ATTEND THE ANNUAL MEETING.

This proxy statement and accompanying proxy card and the Annual Report to Stockholders are being furnished to the stockholders of Hudson City Bancorp, Inc. in connection with the solicitation of proxies by the Board of Directors of Hudson City Bancorp for use at our annual meeting of stockholders. The annual meeting of stockholders will be held on May 21, 2004 at the Woodcliff Lake Hilton, 200 Tice Boulevard, Woodcliff Lake, New Jersey 07675 at 10:00 a.m., Eastern Time. This proxy statement, together with the enclosed proxy card, is first being mailed to stockholders on or about April 21, 2004.

Hudson City Bancorp, a Delaware corporation, operates as a bank holding company for its wholly owned subsidiary, Hudson City Savings Bank. As used in this proxy statement, “we,” “us” and “our” refer to Hudson City Bancorp or Hudson City Bancorp and its consolidated subsidiary, depending on the context. The term “annual meeting,” as used in this proxy statement, includes any adjournment or postponement of such meeting.

The Board of Directors has fixed the close of business on April 2, 2004 as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting. Accordingly, only holders of record of shares of Hudson City Bancorp common stock, par value $0.01 per share, at the close of business on such date will be entitled to vote at the annual meeting. On April 2, 2004, there were 189,606,411 shares of common stock outstanding. The presence, in person or by proxy, of the holders of at least a majority of the total number of outstanding shares of common stock entitled to vote at the annual meeting is necessary to constitute a quorum at the meeting.

Each holder of shares of common stock outstanding on April 2, 2004 will be entitled to one vote for each share held of record (other than excess shares, as defined below) at the annual meeting. As provided in Hudson City Bancorp’s certificate of incorporation, record holders of common stock who beneficially own in excess of 10% of the issued and outstanding shares of common stock not owned by Hudson City, MHC, our mutual holding company, are record holders of excess shares which shall be entitled to one-hundredth of one vote per share for each excess share. A person or entity is deemed to beneficially own shares owned by an affiliate or associate as well as by persons acting in concert with such person or entity. Hudson City Bancorp’s certificate of incorporation authorizes the Board of Directors to interpret and apply the provisions of the certificate of incorporation governing excess shares, and to determine on the basis of information known to them after reasonable inquiry all facts necessary to ascertain compliance with the certificate of incorporation, including, without limitation, (1) the number of shares of common stock beneficially owned by any person or purported owner, (2) whether a person or purported owner is an affiliate or associate of, or is acting in concert with, any other person or purported owner and (3) whether a person or purported owner has an

You may vote your shares by marking and signing the enclosed proxy card and returning it in the enclosed postage-paid envelope or by attending the annual meeting and voting in person. All properly executed proxies received by Hudson City Bancorp will be voted in accordance with the instructions marked on the proxy card. If you return an executed proxy card without marking your instructions, your executed proxy will be voted “FOR” the proposals identified in the notice of the 2004 annual meeting.

If you are a stockholder whose shares are not registered in your own name, you will need appropriate documentation from your stockholder of record to vote personally at the annual meeting. Examples of such documentation would include a broker’s statement, letter or other document that will confirm your ownership of shares of Hudson City Bancorp.

As indicated under “Security Ownership of Certain Beneficial Owners and Management,” Hudson City, MHC, the mutual holding company for Hudson City Bancorp, owns 122,576,600 shares, or 64.6% of the outstanding shares of common stock of Hudson City Bancorp as of April 2, 2004. All shares of common stock owned by Hudson City, MHC will be voted in accordance with the instructions of the Board of Directors of Hudson City, MHC, the members of which are identical to the members of the Board of Directors of Hudson City Bancorp. Hudson City, MHC is expected to vote such shares “FOR” each nominee for election as a director and “FOR” each other proposal.

Directors are elected by a plurality of the votes cast in person or by proxy at the annual meeting. The holders of common stock may not vote their shares cumulatively for the election of directors. Shares held by a broker who submits a proxy card but fails to cast a vote on this proposal and shares for which a proxy card is not returned will have no effect on the outcome of the vote on this Proposal 1 because only a plurality of votes cast is required to elect a director.

In order for the stockholders to approve Proposal 2, we must obtain the affirmative vote of the holders of a majority of the shares of our common stock represented in person or by proxy at the annual meeting and entitled to vote on the proposal. Under this voting standard, shares as to which the “ABSTAIN” box has been selected on the proxy card will count as shares represented and entitled to vote and will be treated as votes “AGAINST” the proposal. Shares held by a broker who submits a proxy card but fails to cast a vote on this proposal and shares for which a proxy card is not returned will be treated as shares that are not represented and will have no effect on the outcome of the vote.

Because Hudson City, MHC owns more than 50% of Hudson City Bancorp’s outstanding shares, we expect that Hudson City, MHC will assure the presence of a quorum and control the outcome of the vote on Proposals 1 and 2. For more information on Hudson City, MHC’s effect on the vote, please see “Vote by Hudson City, MHC” above.


	•	submitting a signed proxy card bearing a later date; or

	•	attending and voting in person at the annual meeting, but you also must file a written revocation with the secretary of the annual meeting prior to the voting.

We are soliciting proxies only for the annual meeting. If you grant us a proxy to vote your shares, the proxy will only be exercised at the annual meeting.

Our officers, members of our Board of Directors and our employees may solicit proxies on our behalf by telephone or through other forms of communication. We will also request persons, firms and corporations holding shares in their names or in the name of their nominees, which are beneficially owned by others, to send proxy materials to and obtain proxies from such beneficial owners, and will reimburse such holders for reasonable expenses incurred in connection therewith. We will bear all costs of solicitation.

The following table sets forth, as of March 31, 2004, certain information as to Hudson City Bancorp common stock beneficially owned by persons owning in excess of 5% of the outstanding shares of our common stock. We know of no person, except as listed below, who beneficially owned more than 5% of the outstanding shares of our common stock as of March 31, 2004. Except as otherwise indicated, the information provided in the following table was obtained from filings with the Securities and Exchange Commission and with Hudson City Bancorp pursuant to the Securities Exchange Act of 1934, as amended, referred to as the Exchange Act. Addresses provided are those listed in the filings as the address of the person authorized to receive notices and communications. For purposes of the table below and the table set forth under “Security Ownership of Management,” in accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner of any shares of common stock (1) over which he has or shares, directly or indirectly, voting or investment power, or (2) of which he has the right to acquire beneficial ownership at any time within 60 days after March 31, 2004. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” includes the power to dispose or direct the disposition of shares. Except as otherwise indicated, each stockholder shown in the table has sole voting and investment power with respect to the shares of common stock indicated.


(1)	Based on the Schedule 13D filed with the Securities and Exchange Commission on August 2, 1999 and adjusted for the 100% stock dividend paid by Hudson City Bancorp on June 17, 2002.

(2)	Based on the 189,606,411 total outstanding shares of Hudson City Bancorp as of April 2, 2004.

The following table sets forth information about the shares of common stock beneficially owned by each director of Hudson City Bancorp, by each named executive officer of Hudson City Bancorp identified in the Summary Compensation Table included elsewhere herein, and all directors and executive officers of Hudson City Bancorp or Hudson City Bancorp’s wholly owned subsidiary, Hudson City Savings, as a group as of March 31, 2004. Except as otherwise indicated, each person and each group shown in the table has sole voting and investment power with respect to the shares of common stock indicated.

(1)

The figures shown include the following shares that have been allocated as of December 31, 2003 to individual accounts of participants in the Hudson City Bancorp, Inc. Employee Stock Ownership Plan (referred to as the ESOP): Mr. Gudelski, 10,096 shares; Mr. Hermance, 10,096 shares; Mr. Salamone, 2,332 shares; Mr. Tassillo, 10,096 shares; and Mr. Kranz, 10,096 shares; and all directors and executive officers as a group, 75,149 shares. Such persons have voting power (subject to the legal duties of the ESOP Trustee) but no investment power, except in limited circumstances, as to such shares. The figures shown for each of the executive


	officers named in the table do not include 7,391,602 shares held in trust pursuant to the ESOP that have not been allocated as of December 31, 2003 to any individual’s account and as to which each of the executive officers named in the table share voting power with other ESOP participants. The figure shown for all directors and executive officers as a group includes such 7,391,602 shares as to which the members of Hudson City Bancorp’s Compensation Committee (consisting of Mr. Azzara, Dr. Quest and Ms. Bruni) may be deemed to have sole investment power, except in limited circumstances, thereby causing each such committee member to be deemed a beneficial owner of such shares. Each of the members of the Compensation Committee disclaims beneficial ownership of such shares and, accordingly, such shares are not attributed to the members of the Compensation Committee individually. See “Compensation of Directors and Executive Officers — Benefits — Employee Stock Ownership Plan and Trust.”

(2)	The figures shown include the following shares held as of December 31, 2003 in individual accounts of participants in the Profit Incentive Bonus Plan of Hudson City Savings Bank: Mr. Hermance, 107,071 shares; Mr. Kranz, 28,497 shares; and all directors and executive officers as a group, 215,216 shares. Such persons have sole voting power and sole investment power as to such shares. See “Compensation of Directors and Executive Officers — Benefits — Profit Incentive Bonus Plan.”

(3)	The figures shown include unvested shares held in a custodial account pursuant to the RRP that have been awarded to individuals as follows: Mr. Gudelski, 344,000 shares; Mr. Hermance, 277,920 shares; Mr. Salamone, 135,000 shares; Mr. Azzara, 22,000 shares; Mr. Sponholz, 22,000 shares; Mr. Bardel, 16,500 shares; Mr. Belair, 8,200 shares; each other director, 44,000 shares; Mr. Tassillo, 124,000 shares; Mr. Kranz, 37,000 shares; and all directors and executive officers as a group, 1,482,100 shares. Such persons have sole voting power but no investment power, except in limited circumstances, as to such shares. The shares awarded to Mr. Kenneth Birchby have been transferred to the Kenneth L. Birchby 2002 Irrevocable Trust. See note (10) below.

(4)	The figures shown include the following shares which may be acquired upon the exercise of stock options that are, or will become, exercisable within 60 days of March 31, 2004: Mr. Gudelski, 1,600,000 shares; Mr. Hermance, 559,972 shares; Mr. Salamone, 128,000 shares; Mr. Tassillo, 92,000 shares; Mr. Kranz, 30,000 shares; Mr. Atwater, 79,000 shares; Mr. Azzara, 80,000 shares; Mr. Bardel, 40,000 shares; Ms. Bruni, 40,000 Shares; Mr. Egner, 10,000 shares; Mr. Klie, 80,000 shares; Dr. Quest, 78,000 shares; Mr. Sponholz, 80,000 shares; and all directors and executive officers as a group, 3,088,972 shares.

(5)	Based on the 189,606,411 total outstanding shares as of April 2, 2004 plus the number of shares which such person or group of persons has the right to acquire within 60 days after March 31, 2004.

(6)	Includes 120,000 shares as to which Mr. Gudelski may be deemed to share voting and investment power.

(7)	Includes 15,000 shares as to which Mr. Hermance may be deemed to share voting and investment power.

(8)	Includes 40,000 shares as to which Mr. Salamone may be deemed to share voting and investment power.

(9)	Includes 309,600 shares as to which Mr. Birchby may be deemed to share voting and investment power.


(10)	The figure shown for Mr. John Birchby also includes 285,000 shares held by the Kenneth L. Birchby 2002 Irrevocable Trust, for which Mr. John Birchby serves as trustee and has sole voting and investment power. Mr. Kenneth Birchby granted all of his holdings in Hudson City Bancorp to the trust during the fiscal year ended December 31, 2002.

(11)	Includes 50,000 shares as to which Mr. Cosgrove may be deemed to share voting and investment power.

(12)	Includes 72,000 shares as to which Mr. Egner may be deemed to share voting and investment power.

(13)	Includes 15,000 shares as to which Mr. Klie may be deemed to share voting and investment power.

(14)	Includes 39,000 shares as to which Dr. Quest may be deemed to share voting and investment power.

(15)	Includes 2,000 shares as to which Mr. Sponholz may be deemed to share voting and investment power.

The certificate of incorporation and bylaws of Hudson City Bancorp provide for the election of directors by the stockholders. For this purpose, the Board of Directors of Hudson City Bancorp is divided into three classes, each class to be as nearly equal in number as possible. The terms of office of the members of one class expire, and a successor class is to be elected, at each annual meeting of stockholders. There are currently fifteen directors of Hudson City Bancorp.

The terms of five directors expire at the Annual Meeting. In accordance with the age limitation for directors set forth in Hudson City Bancorp’s bylaws, one of these directors, Kenneth L. Birchby, will retire from the Board of Directors effective upon completion of the Annual Meeting. Mr. Birchby joined Hudson City Savings Bank in 1966 as Executive Vice President, and became President and Chief Executive Officer in 1968 and retired from these positions in 1989. Mr. Birchby served as Chairman of the Board from 1981 until 1996, at which time he was elected Chairman Emeritus. By action of the Board of Directors, the number of directors of Hudson City Bancorp will be reduced to fourteen upon Mr. Birchby’s retirement. The Board of Directors, management and all of the Bank’s employees want to thank Mr. Birchby for his distinguished career and wish him continued good health and happiness in his retirement.

The four other incumbent directors with terms expiring at the annual meeting, William J. Cosgrove, Donald O. Quest, Denis J. Salamone and Joseph G. Sponholz, have been nominated by the Board of Directors, upon recommendation by the Nominating and Governance Committee, to be re-elected at the annual meeting for three-year terms expiring at the annual meeting of stockholders to be held in 2007, or when their successors are otherwise duly elected and qualified. Each nominee has consented to being named in this proxy statement and to serve if elected.

The terms of the remaining two classes of directors expire at the annual meetings of stockholders to be held in 2005 and 2006, respectively, or when their successors are otherwise duly elected and qualified. In the event that any nominee for election as a director at the annual meeting is unable or declines to serve, which the Board of Directors has no reason to expect, the persons named in the proxy card will vote with respect to a substitute nominee designated by the present Board of Directors.

The size of the Board of Directors was increased to 15 members in February 2004, at which time Scott A. Belair was elected to fill the newly created vacancy on the Board of Directors. Mr. Belair’s term expires at the annual meeting of stockholders to be held in 2005 or when his successor is otherwise duly elected and qualified.

The following table states certain information with respect to each nominee for election as a director and each director whose term does not expire at the annual meeting (including time spent on the Board of Directors or Board of Managers of Hudson City Savings prior to the incorporation of Hudson City Bancorp on March 4, 1999). There are no arrangements or understandings between Hudson City Bancorp and any director or nominee pursuant to which such person was elected or nominated to be a director of Hudson City Bancorp. For information with respect to security

William J. Cosgrove served at Citibank, N.A. from 1963 to 1991 when he retired as Vice President, Senior Credit Officer. Since 1993, he has been Executive Vice President at Citadel Group Representatives, Inc. and has served since 1991 as a Trustee of the John Hancock Funds and as an adjunct Professor at the Lubin Graduate School of Business of Pace University.

Donald O. Quest, M.D. has been a neurological surgeon since 1976, a professor at Columbia University since 1989, Assistant Dean for Student Affairs at Columbia University, and an attending physician at Valley Hospital and Columbia-Presbyterian Medical Center since 1978. He is a member of the Neurosurgical Associates of New York and New Jersey.

Denis J. Salamone has served as Senior Executive Vice President of Hudson City Bancorp and Hudson City Savings since October 2001 and succeeded Mr. Hermance as Chief Operating Officer on January 1, 2002. He was elected to the Board of Directors in October 2001. Prior to joining Hudson City, Mr. Salamone had a twenty-six year career with the independent accounting firm of PricewaterhouseCoopers LLP, where he had been a partner for the last sixteen years. Most recently, Mr. Salamone was the Global Financial Services leader for Audit and Business Advisory Services, lead partner on a major investment banking client, and a member of the PricewaterhouseCoopers eighteen member board of partners. He also served as Chairman of the Partner Admissions Committee and a member of the firm’s Management Evaluation and Compensation Committee.

Joseph G. Sponholz is a retired Vice Chairman of Chase Manhattan Bank, a position he held from 1997 to his retirement in 2000. Prior to assuming the position of Vice Chairman, Mr. Sponholz had served as Chief Administrative Officer of Chase Manhattan Bank. Serving as a member of

Chase’s Executive Committee, Mr. Sponholz spearheaded the company’s Internet efforts as leader of Chase.com. Prior to its merger with Chase, he served as Chief Financial Officer and Chief Technology Officer at Chemical Bank. He is recognized as an industry leader in the areas of business strategy, technology and financial management. A graduate of Fordham University, Mr. Sponholz holds an MBA in Finance from New York University.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE NOMINEES FOR ELECTION AS DIRECTORS.

Leonard S. Gudelski has served as an executive officer and as Chairman of the Board of Hudson City Bancorp since its incorporation in 1999 and also served as Chief Executive Officer until he stepped down from such position effective January 1, 2002. He joined Hudson City Savings as Vice President in 1969 after having been employed for 13 years at a savings bank in Connecticut. In 1971 he was elected Executive Vice President and a member of the Board of Managers. Subsequent promotions were to President and Chief Operating Officer in 1981, President and Chief Executive Officer in 1989 and Chairman, President and Chief Executive Officer in 1996. He became Chairman and Chief Executive Officer of Hudson City Savings in 1997. He is a graduate of the University of Connecticut with a degree in economics and has completed various industry-related graduate level courses.

Ronald E. Hermance, Jr. has been President and Chief Executive Officer of Hudson City Bancorp and Hudson City Savings since January 1, 2002. Prior to assuming such position, Mr. Hermance had served as President and Chief Operating Officer of Hudson City Bancorp since its incorporation in 1999 and of Hudson City Savings since January 1997. Mr. Hermance previously was Senior Executive Vice President and Chief Operating Officer from the time he joined Hudson City Savings in 1988. He was elected to the Board of Managers of Hudson City Savings in 1988. Prior to joining Hudson City Savings, Mr. Hermance was Chief Financial Officer of Southold Savings Bank on Long Island, New York. In addition to his most recent service, Mr. Hermance served in various lending capacities in both a commercial bank and a thrift institution.

Verne S. Atwater, Ph.D. served as Professor of Finance, Emeritus of the Lubin Graduate School of Business of Pace University from 1982 until 2001, and has been a Trustee of The James T. Lee Foundation, NY since 2000. He is a former director of the United States Life Insurance Company and Grolier Inc.

Michael W. Azzara has been a part-time Senior Consultant with the executive search and consulting firm of Foley Proctor Yoskowitz since October of 2003. He is a retired President and Chief Executive Officer of Valley Health System, a regional health care provider comprised of the Valley Hospital in Ridgewood, NJ, Valley Home and Community Health Care and the Healthnet Medical Group, a position he held from 1997 to his retirement in 2003. Prior to assuming such position, Mr. Azzara served as President and Chief Executive Officer of Valley Hospital. Mr. Azzara serves on the Advisory Board of Princeton Insurance Company and the Advisory Board to the Dean of the College of Arts and Sciences, Rutgers University. He also served on the Board of Directors of Ridgewood Savings Bank until its purchase by another community bank. A graduate of Rutgers University, he has received a Masters degree from Cornell Graduate School of Business and Public Administration.

William G. Bardel has been Associate Headmaster and Chief Financial Officer of the Lawrenceville School, a preparatory high school in Lawrenceville, New Jersey, since 1994. Previously, from 1988 to 1994, he served as head of the Government Advisory Group of Lehman Brothers in London, England, which provided financial market guidance to developing nations in Africa, Asia, Eastern Europe, South America and the Middle East.

Scott A. Belair is a co-founder of Urban Outfitters, Inc., a Nasdaq-listed retailer and wholesaler operating under the brand names Urban Outfitters, Anthropologie and Free People, and has served on its Board of Directors since 1970. Previously, Mr. Belair, a CPA, was a Principal at Morgan Stanley and Vice President and Chief Financial Officer of the international offices and subsidiaries at Goldman Sachs. In addition, Mr. Belair has been Principal at The ZAC Group, performing financial advisory services, since 1989.

John D. Birchby, Esq. has been a partner in the law firm of Dieffenbach, Witt & Birchby since 1975. He was a member of the Supreme Court District Ethics Committee for Bergen County of the State of New Jersey from 1990 to 1994. He is the son of Kenneth L. Birchby.

Victoria H. Bruni has been Vice President for Administration and Finance at Ramapo College of New Jersey since 1993. From 1964 to 1993 she served in various positions at New Jersey Bell Telephone Co., including attorney, Treasurer, and Assistant Secretary.

Andrew J. Egner, Jr. is retired, having been employed in various capacities by Hudson City Savings from 1984 to his retirement in 1989.

John W. Klie is retired, having served as Vice President of Henry Klie, Inc., an insurance agency, from 1950 to 1989 and as consultant to the Otterstedt Agency, an insurance agency, from 1989 to 1996. Mr. Klie is a past President of the Hudson County Association of Independent Insurance Agents.

In addition to Messrs. Gudelski, Hermance and Salamone, Hudson City Bancorp and Hudson City Savings have the following executive officers:

John M. Tassillo, age 69, has served as Executive Vice President and Treasurer of Hudson City Bancorp since its incorporation in 1999, and served as Secretary of Hudson City Bancorp from 1999 to 2003. He has worked for Hudson City Savings since 1969 and has served as Executive Vice President and Treasurer of Hudson City Savings since 1989. Mr. Tassillo is responsible for data processing, checking, ATM control, and compliance areas of Hudson City Savings. Mr. Tassillo is a Certified Public Accountant. He is a graduate of St. Peter’s College in New Jersey and the Graduate School of Savings Banking at Brown University.

V. Barry Corridon, age 55, has been Senior Vice President of Mortgage Servicing of Hudson City Savings since January 2000 and Senior Vice President of Hudson City Bancorp since January 2004. He previously served as First Vice President of Mortgage Servicing of Hudson City Savings from 1995 to 2000 and as a Vice President from 1982 to 1995. He is responsible for the administration of our mortgage portfolio, supervision of new loan set-up, post- closing, payoffs, mortgage accounting, collections and foreclosures. Mr. Corridon was President of the Mortgage Bankers Association of New Jersey in 1995. He is the past President of the Mortgage Bankers Association’s Educational Foundation. Mr. Corridon also serves on the board of WOODLEA/ PATH Advisory Council of Children’s Aid and Family Services. He earned his undergraduate degree at Fairleigh Dickinson University and is also a graduate of the Graduate School of Savings Banking at Brown University. He joined Hudson City Savings in 1970.

James C. Kranz, age 55, has been Senior Vice President and Investment Officer of Hudson City Savings since January 2000 and Senior Vice President of Hudson City Bancorp since January 2004. He previously served as First Vice President and Investment Officer from 1989 to 2000. He is responsible for investments, cash flow management and management of interest rate risk. Mr. Kranz joined Hudson City Savings in 1983. He formerly served as the Investment Officer of another New Jersey savings bank for 12 years. Mr. Kranz is a member of the New Jersey Bond Club and serves on the Asset and Liability Management Committee of the New Jersey League of Community and

Thomas E. Laird, age 51, joined Hudson City Savings in 1974. He has served as Senior Vice President, Lending since January 2002 and as Senior Vice President of Hudson City Bancorp since January 2004. He previously served as Senior Vice President and Mortgage Officer from January 2000 to 2002. Prior to that, he served as First Vice President and Mortgage Officer from 1991 to 2000. His primary areas of responsibility are mortgage and consumer lending and loan production. Mr. Laird holds an undergraduate degree from St. Peter’s College and is a graduate of the National School of Banking at Fairfield University. Mr. Laird was actively involved from 1989 to 1999 on the Wanaque Board of Education, having served for two terms as Board President. He has also been active in the New Jersey League of Community and Savings Bankers and presently is a board member of the Dover Housing Development Corporation. He is a former member of the Board of Governors of the Mortgage Bankers Association of New Jersey.

Michael B. Lee, age 54, has served as Senior Vice President of Hudson City Savings since January 2000 and as Senior Vice President of Hudson City Bancorp since January 2004. He previously served as First Vice President of Hudson City Savings from 1989 to 2000, and as Secretary from 1989 to 2003. He is responsible for branch administration, training and customer retirement programs. He has an undergraduate degree in management from St. Peter’s College and a Masters Degree from New Jersey Institute of Technology. He has also graduated from the National School of Finance and Management at Fairfield University. Mr. Lee is a Past President of the Bergen Chapter of the American Institute of Banking and has served on several committees of the New Jersey League of Community and Savings Bankers. Mr. Lee joined Hudson City Savings in 1971.

Veronica A. Olszewski, age 44, has served as Senior Vice President of Hudson City Savings since 2002 and as Senior Vice President and Corporate Secretary of Hudson City Bancorp and Hudson City Savings since January 2004. She previously served as First Vice President from January 2000 to December 2001 and as a Vice President and Assistant Auditor from March 1997 to December 1999. Ms. Olszewski joined Hudson City Savings in 1980. In addition to her role as Corporate Secretary, she is responsible for functions of special projects and strategic planning. Ms. Olszewski is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants, New Jersey Society of CPAs and the American Society of Corporate Secretaries. She is a graduate of Jersey City State College.

Hudson City Bancorp aspires to the highest standards of ethical conduct. In that spirit, we are committed to being a leader in corporate governance reform. In addition to our ongoing compliance with the Sarbanes-Oxley Act of 2002, the rules of the Nasdaq Stock Market and Delaware law, Hudson City Bancorp continues to strive to follow high standards of corporate governance.

A majority of the Board of Directors are independent, as affirmatively determined by the Board consistent with the criteria established by the Nasdaq Stock Market and as required by Hudson City Bancorp’s bylaws.

The Board has conducted an annual review of director independence. During this review, the Board considered transactions and relationships during the prior year between each director or any member of his or her immediate family and Hudson City Bancorp and its subsidiaries, affiliates and equity investors, including those reported under “Certain Transactions with Members of our Board of Directors and Executive Officers” below. The Board also examined transactions and relationships between directors or their affiliates and members of the senior management or their affiliates. The

purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent. As a result of this review, the Board affirmatively determined that the following directors meet Hudson City Bancorp’s standard of independence. Verne S. Atwater, Michael W. Azzara, William G. Bardel, Scott A. Belair, Victoria H. Bruni, William J. Cosgrove, Andrew J. Egner, Jr., John W. Klie, Donald O. Quest and Joseph G. Sponholz. The remaining directors were not determined to be independent for the following reasons: Leonard S. Gudelski has been employed by Hudson City Bancorp within the last three years; Ronald E. Hermance, Jr. and Denis J. Salamone are currently executive officers of Hudson City Bancorp; John D. Birchby is a partner of, and receives compensation from, a firm that provides legal services to Hudson City Savings; and Kenneth L. Birchby is a relative of John D. Birchby.

The Board of Directors has created the position of lead independent director, whose primary responsibility is to preside over periodic executive sessions of the independent members of the Board of Directors. The lead independent director also prepares the agenda for meetings of the independent directors, serves as a liaison between the independent directors and management and outside advisors, and makes periodic reports to the Board of Directors regarding the actions and recommendations of the independent directors. The independent members of the Board of Directors have designated Verne S. Atwater to serve in this position for 2004.

Hudson City Bancorp’s Corporate Governance Guidelines contain criteria considered by the Nominating and Governance Committee in evaluating nominees for a position on its Board. All nominees, including incumbent directors, board nominees and stockholder nominees, are evaluated in the same manner. Generally, the Committee believes that directors should possess the highest personal and professional ethics and integrity and should have broad experience in positions with a high degree of responsibility, corporate board experience and the ability to commit adequate time and effort to serve as a director. Other criteria that will be considered include expertise currently desired on the Board, geography, finance or financial service industry experience and involvement in the community. The committee also evaluates potential nominees to determine if they meet Hudson City Bancorp’s standard of independence (to ensure that at least a majority of the directors will, at all times, be independent).

Directors of Hudson City Bancorp may not serve on the board of more than three other public companies and may not serve on the board of another unaffiliated insured depository institution, bank holding company, financial holding company or thrift holding company, other than the Federal Home Loan Bank of New York, while serving as a director of Hudson City Bancorp.

The Nominating and Governance Committee employs a variety of methods for identifying and evaluating nominees for director. The Committee will review the performance of Hudson City Bancorp’s current Board members to determine if they should stand for reelection. If a determination is made that a current Board member will not be recommended by the Committee for reelection, due to no longer satisfying the required qualifications, retirement or otherwise, the Committee will conduct a search for individuals qualified to become members of Hudson City Bancorp’s Board of Directors.

The Nominating and Governance Committee will also evaluate director nominations by stockholders that are submitted in accordance with the procedural and informational requirements set forth in Hudson City Bancorp’s bylaws and described herein under “Notice of Business to be Conducted at Annual Meeting.”

Stockholders of Hudson City Bancorp may contact the Board of Directors, either individually or as a group, by writing to the Board of Directors, c/o Corporate Secretary, Hudson City Bancorp, Inc., West 80 Century Road, Paramus, New Jersey 07652. The Corporate Secretary will forward a copy of all written communications to each member of the Board of Directors.

During 2003, Hudson City Bancorp’s Board of Directors held 12 meetings. No current director attended fewer than 75% of the total number of Board meetings held during the period for which such director has been a director and committee meetings of which such director was a member.

While we do not have a specific policy regarding attendance at the Annual Meeting, all directors are expected to attend. All of the incumbent directors attended last year’s annual meeting.

The Board of Directors of Hudson City Bancorp maintains the following four standing committees:

The Compensation Committee consists of Mr. Azzara, Ms. Bruni and Dr. Quest with Dr. Quest serving as Chairman. All members of the Compensation Committee have been determined by the Board to be independent of Hudson City Bancorp. The Compensation Committee acts under a written charter adopted by Hudson City Bancorp’s board of directors, which is available on Hudson City Bancorp’s website at www.hcbk.com. This committee oversees Hudson City Bancorp’s compensation and employee benefit plans and practices, including its executive compensation plans and its incentive compensation and equity-based plans. The Compensation Committee also annually reviews and approves corporate goals and objectives relevant to the Chief Executive Officer’s compensation and evaluates the Chief Executive Officer’s performance in light of those goals and objectives. The Compensation Committee met 3 times during 2003.

The Nominating and Governance Committee consists of Ms. Bruni, who is Chairwoman, and Messrs. Azzara and Bardel. All members of the Nominating and Governance Committee have been determined by the Board to be independent of Hudson City Bancorp and meet the definition of independence in Rule 4200 (a)(15) of the Nasdaq National Market’s listing standards. The Nominating and Governance Committee acts under a written charter adopted by Hudson City Bancorp’s board of directors, a copy of which is available on Hudson City Bancorp’s website at www.hcbk.com. This committee is responsible for developing and implementing policies and practices relating to corporate governance, including developing and monitoring implementation of Hudson City Bancorp’s Corporate Governance Guidelines. In addition, the Nominating and Governance Committee is responsible for developing criteria for the selection and evaluation of directors and recommends to the Board of Directors candidates for election as directors and senior management. It met 8 times during 2003. In accordance with Hudson City Bancorp’s bylaws, no nominations for election of directors, except those made by the Board upon the recommendation of the Nominating and Governance Committee, shall be voted upon at the annual meeting unless properly made by a stockholder in accordance with the procedures set forth under “Additional Information — Notice of Business to be Conducted at Annual Meeting.”

The Audit Committee consists of Messrs. Bardel, Belair, Cosgrove, Klie and Sponholz, each of whom have been determined by the Board to be independent of Hudson City Bancorp and meet the definition of independence in Rule 4200 (a)(15) of the Nasdaq National Market’s listing standards. Mr. Cosgrove serves as Chairman of the Audit Committee. Hudson City Bancorp’s board of directors has determined that Mr. Sponholz is an “audit committee financial expert,” as defined by the rules and regulations of the Securities and Exchange Commission.

The Audit Committee acts under a written charter adopted by Hudson City Bancorp’s board of directors, a copy of which is available on Hudson City Bancorp’s website at www.hcbk.com. A brief description of the responsibilities of the Audit Committee is set forth below under “Audit Committee Report.” The Audit Committee met 8 times during 2003.

The Executive Committee consists of Messrs. J. Birchby, Gudelski, Hermance, Klie and Salamone. Mr. Gudelski serves as Chairman. The Executive Committee exercises the powers of the Board of Directors in the management of the business and affairs of Hudson City Bancorp, if necessary, between meetings of the Board of Directors. The Executive Committee did not meet during 2003.

The following Report of our Audit Committee is provided in accordance with the rules and regulations of the Securities and Exchange Commission. Pursuant to such rules and regulations, this Report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, except to the extent that Hudson City Bancorp specifically incorporates this information by reference, and otherwise shall not be deemed “soliciting material” filed with the Securities and Exchange Commission subject to Regulation 14A or 14C of the Securities and Exchange Commission or subject to the liabilities of Section 18 of the Exchange Act.

Under the guidance of a written charter adopted by the Board of Directors, the Audit Committee is primarily responsible for:


	•	Monitoring the integrity of Hudson City Bancorp’s financial reporting process and systems of internal controls regarding finance, accounting, legal compliance and public disclosure of financial information;

	•	Monitoring the independence and performance of Hudson City Bancorp’s independent auditors and internal auditing department; and

	•	Maintaining free and open communication between the Audit Committee, the independent auditors, management, the internal auditing department, and the Board of Directors.


	•	Reviews with management and the independent auditors Hudson City Bancorp’s audited financial statements and other financial disclosures to be included in its annual report on Form 10-K and the quarterly financial statements and other financial disclosures to be included in quarterly reports on Form 10-Q, in each case prior to the filing of such reports with the Securities and Exchange Commission;

	•	Supervises the relationship between Hudson City Bancorp and its independent auditors, including making decisions with respect to their appointment or removal, evaluating their performance, reviewing the scope of their audit services and approving the compensation for such services, approving any non-audit services and the fees for such services, and evaluating the independence of the independent auditors; and


	•	Working with management, the independent auditors, and the internal auditors of Hudson City Bancorp, evaluates the integrity of Hudson City Bancorp’s financial reporting processes and controls.

In accordance with the Audit Committee Charter, the Audit Committee has reviewed and discussed the audited financial statements of Hudson City Bancorp for the fiscal year ended December 31, 2003, with Hudson City Bancorp’s management. The Audit Committee has discussed with KPMG LLP Hudson City Bancorp’s audited financial statements for the fiscal year ended December 31, 2003, including the following matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees):


	•	The independent auditors responsibility under Generally Accepted Auditing Standards adopted in the United States;

	•	Any significant accounting policies either newly adopted or modified;

	•	Any significant management judgments and estimates included in the underlying financial statements;

	•	Any significant audit adjustments proposed in their examination;

	•	Any other information in documents containing the audited financial statements;

	•	Any disagreements with management;

	•	Any major issues discussed with management and other independent audit and accounting firms;

	•	Any major issues discussed with management prior to retention as independent auditor;

	•	Any difficulties encountered in performing the examination; and

	•	Quality of accounting principles.

The Audit Committee has also received the written disclosures and the letter from KPMG LLP required by Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees) and the Audit Committee has discussed the independence of KPMG LLP with that firm. Based on the review and discussions with Hudson City Bancorp’s auditors and management as noted above, the Audit Committee recommended to the Board of Directors that the financial statements for the fiscal year ended December 31, 2003 be included in Hudson City Bancorp’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission.


	Audit Committee of Hudson City Bancorp, Inc.

	William J. Cosgrove, (Chairman)

	William G. Bardel

	Scott A. Belair

	John W. Klie

	Joseph G. Sponholz

Certain Transactions with Members of Our Board of Directors and Executive Officers

We do not currently make loans or extend credit to members of our Board of Directors or our executive officers. However, Hudson City Savings does make residential mortgage loans to our other employees. These loans bear interest at the same rate as loans offered to non-employee borrowers minus one-eighth or one-quarter percent, depending on the type of loan selected. The mortgage loans

otherwise have the same underwriting terms that apply to non-employee borrowers. We have also made residential mortgage loans to members of the immediate families of certain of our officers and directors. Such loans were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than the normal risk of collectability or present other unfavorable features.

We retain the law firm of Dieffenbach Witt & Birchby. John D. Birchby, a director of Hudson City Bancorp, Hudson City Savings and Hudson City, MHC, has been a partner of Dieffenbach, Witt & Birchby since 1975. In 2003, we paid $36,500 of the unbilled charges for 2002 and in January 2004 we paid $208,000 to the law firm for services rendered in 2003. The firm also received $1,625,000 in 2003 from borrowers of Hudson City Savings to review loan documentation. We also rented 2,450 square feet of office space to Dieffenbach Witt & Birchby in 2003. During 2003, we received lease payments of $68,880.

Hudson City Bancorp will continue its effort to be a leader in corporate governance. In January 2003, Hudson City Bancorp amended its bylaws to, among others things, define who may be considered an “independent” director, establish a mandatory retirement age for all directors, require the independent directors to meet periodically in executive sessions, and amend the responsibilities of the Board committees to conform with the requirements of the Sarbanes-Oxley Act and related rules and regulations. In addition, Corporate Governance Guidelines were adopted by the Board in May 2003, which are available on Hudson City Bancorp’s website at www.hcbk.com, and a Code of Ethics was adopted in December 2003, which is available free of charge by contacting Louis Beierle, Hudson City Bancorp’s Investor Relations Officer, at (201) 967-8290. Further actions to enhance our corporate governance mechanisms will be taken as required by law and the exchanges upon which our shares are listed, or as otherwise deemed necessary or appropriate by the Board, with a continuing focus on high standards of corporate governance.

Hudson City Bancorp encourages its officers and directors to own stock in Hudson City Bancorp, and a portion of the compensation of its officers and directors is stock-based, as described below under “Compensation of Directors and Executive Officers.” Information regarding stock ownership by Hudson City’s directors and executive officers is set forth under “Security Ownership of Certain Beneficial Owners and Management.”

Section 16(a) of the Exchange Act requires Hudson City Bancorp’s executive officers and directors, and persons who own more than 10% of Hudson City Bancorp common stock to file with the Securities and Exchange Commission reports of ownership and changes of ownership. Officers, directors and greater than 10% stockholders are required by Securities and Exchange Commission regulation to furnish Hudson City Bancorp with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons, Hudson City Bancorp believes that all filing requirements applicable to its executive officers, directors and greater than 10% beneficial owners were complied with, except as follows: One report on Form 4 was inadvertently filed late for William G. Bardel, relating to an exempt grant of stock options and restricted stock in March 2003. As soon as the mistake was realized, a Form 4 reporting such transactions was filed with the Securities and Exchange Commission.

The following Report of Hudson City Bancorp’s Compensation Committee is provided in accordance with the rules and regulations of the Securities and Exchange Commission. Pursuant to such rules and regulations, this Report and the Performance Graph shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, except to the extent that Hudson City Bancorp specifically incorporates this information by reference, and otherwise shall not be deemed “soliciting material,” filed with the Securities and Exchange Commission subject to Regulation 14A or 14C of the Securities and Exchange Commission or subject to the liabilities of Section 18 of the Exchange Act.

The Compensation Committee is responsible for administering the compensation and benefits programs for the Chief Executive Officer and all other executive officers. Compensation of the Chief Executive Officer and other executive officers for the fiscal year ended 2003 was paid by Hudson City Savings and determined by the Board of Directors of Hudson City Bancorp upon the recommendation of the Compensation Committee.

The committee reviews the compensation and benefits programs for all executive officers on an annual basis. Recommendations and rationale of Hudson City Bancorp’s Chief Executive Officer are taken into consideration during such review. The Chief Executive Officer does not participate in the Committee’s decision regarding his own compensation review and recommendation.

The committee strives to provide a compensation program that assures both the motivation and retention of the executive officers, proper alignment with the financial interests of Hudson City Bancorp’s stockholders, and competitiveness with the external marketplace. To this end, Hudson City Bancorp has retained a nationally recognized compensation consulting firm to assist with the review and recommendation process. In order to determine competitive practices regarding compensation, a group of companies with similar size and business mix to that of Hudson City Bancorp was compiled. The committee reviewed the compensation practices of the peer group in order to develop recommendations for Hudson City Bancorp’s executive officers.

Hudson City Bancorp’s compensation program for executive officers consists of base salary, annual bonus, and long-term incentive awards, including stock option and restricted stock grants.

Salary levels recommended by the committee are intended to be competitive with salary levels of the companies in Hudson City Bancorp’s peer group, commensurate with the executive officers’ respective duties and responsibilities, and reflect the financial performance of Hudson City Bancorp. After a comprehensive review, base salaries for the fiscal year ended 2003 were increased 9.2% on average for the executive officers, a level deemed appropriate using the above criteria.

Hudson City Savings maintains the Annual Incentive Plan in which the executive officers are eligible to participate. A target bonus award has been set for each officer expressed as a percent of salary, which varies based on the officer’s position. During the first quarter of 2003, the Board of

Directors set a net operating income target (before taxes and extraordinary items) for achievement under the plan. Net operating income performance for 2003 determined the bonus awards that were paid out to the executive officers, as a percent of their target award. In 2003, net operating income performance exceeded target levels; therefore, above target awards were paid to the participating executive officers. Hudson City Savings typically pays these bonuses in cash shortly after the end of the fiscal year, but payment may be deferred to a later date at the election of the participant.

Hudson City Bancorp has implemented the 2000 Stock Option Plan under which the executive officers and directors may be eligible to receive awards. In 2000, all executive officers received stock option grants determined by the Compensation Committee based on the financial performance achieved by Hudson City Savings, and the level of long-term incentive awards made by the companies in the peer group. The Compensation Committee considers the stock option grants a key means of aligning the interests of executive officers with those of Hudson City Bancorp’s stockholders because the value of the stock options is tied directly to stock price appreciation.

Hudson City Bancorp has implemented the 2000 Recognition and Retention Plan under which the executive officers and directors are eligible to receive restricted stock awards. In 2000, all executive officers received restricted stock grants determined by the Compensation Committee based on the financial performance achieved by Hudson City Savings, and the level of long-term incentive awards made by the companies in the peer group. The Compensation Committee considers the restricted stock awards a key means of aligning the interests of executive officers with those of Hudson City Bancorp’s stockholders because the value of the restricted stock is tied directly to stock price.

The Compensation Committee recognizes the significant additional efforts required of Mr. Hermance in bringing about Hudson City Bancorp’s successful operations in 2003.

The Compensation Committee, in conjunction with the compensation consulting firm retained by Hudson City Bancorp, developed the following recommendations for Mr. Hermance’s compensation in 2003. Base salary was increased in 2003 to $825,000, representing a 17.9% increase from the prior year. Under the criteria of the Annual Incentive Plan, Mr. Hermance received a bonus in the amount of $818,125 based on net operating income (before taxes and extraordinary items), which significantly exceeded target levels.

As a private entity, Hudson City Savings had been subject to federal tax rules which permitted it to claim a federal income tax deduction for a reasonable allowance for salaries or other compensation for personal services actually rendered. Because Hudson City Savings is now a subsidiary of a public company, federal tax laws may limit this deduction in future years to $1 million each tax year for each executive officer named in the summary compensation table in Hudson City Bancorp’s proxy statement for that year. This limit will not apply to non-taxable compensation under various broad-based retirement and fringe benefit plans, to compensation that is “qualified performance-based compensation” under applicable law or to compensation that is paid in satisfaction of commitments that arose before the reorganization. The Compensation Committee will take this deduction limitation into account with other relevant factors in establishing the compensation levels of executive officers and in setting the terms of compensation programs. However, there is no assurance that all

During the fiscal year ended December 31, 2003, Mr. Azzara, Ms. Bruni and Dr. Quest served on the Compensation Committee. There were no interlocks, as defined under the rules and regulations of the Securities and Exchange Commission, between members of the Compensation Committee or executive officers of Hudson City Bancorp and corporations with which such persons are affiliated.

Pursuant to the regulations of the Securities and Exchange Commission, the graph below compares the performance of Hudson City Bancorp with that of the total return for the Russell 2000 Index and for all thrift stocks as reported by SNL Securities L.C. from July 1, 1999, through December 31, 2003. On July 13, 1999, Hudson City Savings completed its initial public offering. Immediately thereafter, the common stock began trading on the Nasdaq Stock Market. The graph assumes the reinvestment of dividends in additional shares of the same class of equity securities as those listed below. The index level for all series was set to 100.00 on July 13, 1999, the first day of trading for Hudson City Bancorp common stock.

There can be no assurance that stock performance will continue into the future with the same or similar trends as those depicted in the graph above.

Fee Arrangements. To date, Hudson City Savings has compensated its directors and executive officers for their services. Hudson City Bancorp does not pay any additional compensation. We expect to continue this practice until we have a business reason to establish separate compensation programs. Until then, we expect Hudson City Bancorp to reimburse Hudson City Savings for a part of the compensation paid to each director and executive officer that is proportionate to the amount of time which he or she devotes to performing services for Hudson City Bancorp. Hudson City Savings pays a fee to each of its non-management directors for attendance at each board meeting of Hudson City Bancorp or Hudson City Savings and each meeting of a committee of which they are members. A single fee is paid when Hudson City Bancorp and Hudson City Savings hold joint board or committee meetings. The following table sets forth the meeting fees currently in effect. Each board member received, in addition to the per meeting attendance fees listed below, an annual retainer of $30,000 in 2003.

Outside Directors Consultation Plan. This plan provides continued compensation following termination of service as a director to eligible outside directors who agree to serve as consultants to Hudson City Savings. A director is eligible if he or she retires after attaining age 65 and completing 10 years of service as an outside director. The monthly consulting fee is equal to 5% of one twelfth of the annual board retainer fee plus 5% of the fee for attendance at a meeting of the board of directors in effect at the date of termination of service as a director multiplied by the number of full years of service as an outside director, to a maximum of 20 years. A director’s consulting arrangement will continue for 120 months or until an earlier date when the director withdraws from the performance of consulting services. If a change of control occurs, this plan will terminate and all of its obligations will be settled by lump sum payment. In computing these lump sums, each non-employee director will be presumed to have attained age 65 and completed 20 years of service.

Agreements for the Deferral of Directors Fees. This plan allows the deferral of fees for service on the board of directors of Hudson City Savings and its committees. Deferred amounts bear interest, credited quarterly, at the highest interest rate which Hudson City Savings offered to its customers on savings and time deposits during the quarter. Hudson City Savings pays the deferred amounts plus accrued interest following the director’s termination of service. These benefits are general, unsecured obligations of Hudson City Savings and are not separately funded.

2000 Stock Option Plan and 2000 Recognition and Retention Plan. The 2000 Stock Option Plan and 2000 Recognition and Retention Plan were adopted by our Board of Directors and subsequently approved by Hudson City Bancorp’s stockholders at the special meeting held on January 13, 2000. Each of our non-officer directors who held that position on January 13, 2000 has been granted an option to purchase 200,000 shares of our common stock that are scheduled to vest at the rate of 20% per year over a five-year period and will become immediately exercisable upon an option holder’s death, disability, retirement or change in control of Hudson City Bancorp. Messrs. Azzara and Sponholz were each granted an option to purchase 120,000 shares of our common stock that are scheduled to vest at the rate of 40,000 shares per year over a three-year period and will become immediately exercisable upon death, disability, retirement or change in control of Hudson City Bancorp. Mr. Bardel was granted an option to purchase 80,000 shares of our common stock that are scheduled to vest at the rate of 40,000 shares per year over a two-year period and will become immediately exercisable upon death, disability, retirement or change in control of Hudson City Bancorp. Mr. Belair was granted an option to purchase 40,000 shares of our common stock that are scheduled to vest on January 13, 2005 and will become immediately exercisable upon death, disability, retirement or change in control of Hudson City Bancorp. Each of our non-officer directors who held that position on January 13, 2000 has been granted restricted stock awards of 110,000 shares of our common stock that are also scheduled to vest in 20% increments over a five-year period with accelerated vesting to occur in the event of an award holder’s death, disability, retirement or change in control of Hudson City Bancorp. Messrs. Azzara and Sponholz were granted restricted stock awards of 33,000 shares each, which are scheduled to vest in equal increments over a three-year period with accelerated vesting to occur in the event of death, disability, retirement or change in control of Hudson City Bancorp. Mr. Bardel was granted restricted stock awards of 16,500 shares, which are scheduled to vest in 50% increments over a two-year period with accelerated vesting to occur in the event of death, disability, retirement or change in control of Hudson City Bancorp. Mr. Belair was granted restricted stock awards of 8,200 shares, which are scheduled to vest on April 20, 2005 with accelerated vesting to occur in the event of death, disability, retirement or change in control of Hudson City Bancorp.

Summary Compensation Table. The following table provides information about the compensation paid for services rendered in all capacities during 2003, 2002 and 2001 to our Chief Executive Officer and to the four other most highly compensated executive officers whose total annual salary and bonus for 2003 was at least $100,000.


(1)	Mr. Salamone commenced employment with Hudson City Bancorp on October 29, 2001.

(2)	The figures include employer contributions to the Hudson City Savings Bank Profit Incentive Bonus Plan which the executive officer could have elected to receive in cash for the year in question and bonuses under the Hudson City Savings Bank Annual Incentive Plan which were earned for the year in question and paid in the subsequent year.

(3)	Hudson City Savings provides its executive officers with certain non-cash benefits and perquisites, such as the use of Bank-owned or leased automobiles. Management of Hudson City Savings believes that the aggregate value of these benefits for each year included in the table did not, in the case of any executive officer, exceed $50,000 or 10% of the aggregate salary and annual bonus reported for him in the Summary Compensation Table.


(4)	On September 13, 2001, Mr. Hermance was granted 13,200 shares pursuant to the RRP, which shares vest at a rate of 20% per year over a five-year period beginning on April 20, 2002, with 100% vesting in cases of his death, disability or retirement or a change in control of Hudson City Bancorp. The dollar amounts shown in the table for Mr. Hermance’s award for the year ended December 31, 2001 is based on the closing price of the Common Stock on September 10, 2001, as reported on the National Market System of the Nasdaq Stock Market (“Nasdaq Stock Market”), which was $10.925. On November 9, 2001, Mr. Salamone was granted a restricted stock award of 200,000 shares which shares vest at the rate of 40,000 shares per year beginning April 20, 2002, with accelerated vesting in cases of death, disability, retirement or change in control of Hudson City Bancorp. The dollar amount shown in the table for Mr. Salamone’s award for the year ended December 31, 2001 is based on the closing price of the Common Stock on November 9, 2001, as reported on the Nasdaq Stock Market which was $11.90. On January 10, 2002, Mr. Tassillo was granted 30,000 shares pursuant to the RRP, which shares vest at a rate of 20% per year over a five-year period beginning on April 20, 2002, with accelerated vesting in cases of his death, disability or retirement or a change of control. The dollar amount shown in the table for Mr. Tassillo’s award for the year ended December 31, 2002 is based on the closing price of the Common Stock on January 10, 2002, as reported on the Nasdaq Stock Market, which was $13.495. Dividends on unvested shares are distributed as and when declared and paid. The aggregate number of unvested restricted shares held by the named executive officers at December 31, 2003 was 917,920. The aggregate value of such shares at December 31, 2003 was $35,046,185, based on the closing price of the Common Stock on December 31, 2003, which was $38.18, as reported on the Nasdaq Stock Market.

(5)	On September 13, 2001, Mr. Hermance was awarded an option to purchase 172,000 shares pursuant to the Option Plan, which option is exercisable at a rate of 20% per year over a five-year period beginning on January 13, 2002. On October 29, 2001, Mr. Salamone was granted an option to purchase 320,000 shares, which is exercisable at a rate of 64,000 shares per year beginning January 13, 2002. On January 10, 2002, Mr. Tassillo was granted an option to purchase 50,000 shares, which is exercisable at a rate of 20% per year beginning January 13, 2003.

(6)	Represents amounts paid in 2002 under Hudson City Savings’ Long-Term Incentive Plan, a non-qualified performance-based compensation plan, based on achievement of performance goals established for the three-year period ended December 31, 2001. This plan has been administered so that payments have been made once every three years and has been suspended as of December 31, 2001. Includes amounts which may have been deferred by the executive officer pursuant to an individual non-qualified deferred compensation arrangement.

(7)	Includes the following components for 2003: (1) amounts accrued under the Hudson City Savings Bank Supplemental Savings Plan, a non-qualified deferred compensation plan — Mr. Gudelski, $7,346; Mr. Hermance, $5,327; and Mr. Tassillo, $885; (2) the premium cost for life insurance coverage under the Hudson City Savings Bank Supplemental Death Benefit Plan for Senior Officers — Mr. Gudelski, $1,842; Mr. Hermance, $1,445; Mr. Salamone, $1,767; Mr. Tassillo, $1,503; and Mr. Kranz, $980; (3) amounts allocated under the ESOP, based upon the closing price of $38.18 of Hudson City Bancorp stock on December 31, 2003 — Mr. Gudelski, $88,998; Mr. Hermance, $88,998; Mr. Salamone, $88,998; Mr. Tassillo, $88,998; and Mr. Kranz, $88,998; and (4) amounts allocated under the ESOP Restoration Plan, based upon the closing price of $38.18 of Hudson City Bancorp Stock on December 31, 2003 — Mr. Gudelski, $289,557; Mr. Hermance, $216,519; Mr. Salamone, $112,096; Mr. Tasillo, $55,705; and Mr. Kranz, $7,789.

Hudson City Bancorp and Hudson City Savings have jointly entered into employment agreements with Messrs. Gudelski, Hermance, Salamone and Tassillo to secure their services as officers. The employment agreements with Messrs. Hermance and Tassillo became effective on July 13, 1999. In connection with his stepping down as Chief Executive Officer, a new employment agreement was entered into with Mr. Gudelski which became effective September 13, 2001. The employment agreement with Mr. Salamone became effective on October 29, 2001. The employment agreements with Messrs. Hermance, Salamone and Tassillo have rolling three-year terms which a decision of the executive or joint decision of Hudson City Bancorp and Hudson City Savings may convert to a fixed three year term. These agreements provide for minimum annu al salaries of $600,000, $400,000 and $300,000, respectively, discretionary cash bonuses, and participation on generally applicable terms and conditions in other compensation and fringe benefit plans (including cash incentive compensation under the existing Annual Incentive Plan), to the extent that Hudson City Savings continues those plans in the future. Mr. Gudelski’s employment agreement provides for his continued employment through December 31, 2004, a minimum annual salary of $875,000 and participation on generally applicable terms and conditions in employee benefit programs (not including the Annual Incentive Plan or other cash bonus or incentive compensation programs). The employment agreements also guarantee customary corporate indemnification and errors and omissions insurance coverage throughout the employment term and for six years after termination.

Hudson City Bancorp and Hudson City Savings may discharge each executive, and each executive may resign, at any time with or without cause. However, in the event of discharge without cause, Hudson City Bancorp and Hudson City Savings will owe the executive severance benefits generally equal to the value of the cash compensation and fringe benefits that the executive would have received if he had continued working for an additional three years or, in the case of Mr. Gudelski, through December 31, 2004. The same severance benefits would be payable if the executive resigns during the term following: a loss of title, office or membership on the board of directors; material reduction in duties, functions or responsibilities; involuntary relocation of the executive’s principal place of employment to a location over 25 miles in distance from Hudson City Savings’ principal office in Paramus, New Jersey and over 25 miles from the executive’s principal residence; or other material breach of contract by Hudson City Bancorp or Hudson City Savings which is not cured within 30 days. For 60 days after a change of control, each executive may resign for any reason and collect severance benefits as if he had been discharged without cause. The employment agreements also provide certain uninsured death and disability benefits.

If Hudson City Bancorp or Hudson City Savings experiences a change in ownership, a change in effective ownership or control or a change in the ownership of a substantial portion of their assets as contemplated by section 280G of the Internal Revenue Code, a portion of any severance payments under the employment agreements might constitute an “excess parachute payment” under current federal tax laws. Federal tax laws impose a 20% excise tax, payable by the executive, on excess parachute payments. Under the employment agreements, Hudson City Bancorp would reimburse the executive for the amount of this excise tax and would make an additional gross-up payment so that, after payment of the excise tax and all income and excise taxes imposed on the reimbursement and gross-up payments, the executive would retain approximately the same net-after tax amounts under the employment agreement that he would have retained if there was no 20% excise tax. The effect of this provision is that Hudson City Bancorp, rather than the executive, bears the financial cost of the excise tax. Neither Hudson City Savings nor Hudson City Bancorp could claim a federal income tax deduction for an excess parachute payment, excise tax reimbursement payment or gross-up payment.

Hudson City Bancorp and Hudson City Savings have jointly entered into two-year change of control agreements with Messrs. Corridon, Kranz, Laird, Lee, and Ms. Olszewski. The term of these agreements is perpetual until Hudson City Savings gives notice of non-extension, at which time the term is fixed for two years.

Generally, Hudson City Savings may terminate the employment of any officer covered by these agreements, with or without cause, at any time prior to a change of control without obligation for severance benefits. However, if Hudson City Bancorp or Hudson City Savings signs a merger or other business combination agreement, or if a third party makes a tender offer or initiates a proxy contest, it could not terminate an officer’s employment without cause without liability for severance benefits. The severance benefits would generally be equal to the value of the cash compensation and fringe benefits that the officer would have received if he or she had continued working for an additional two years. Hudson City Savings would pay the same severance benefits if the officer resigns after a change of control following a loss of title, office or membership on the Board of Directors, material reduction in duties, functions or responsibilities, involuntary relocation of his or her principal place of employment to a location over 25 miles from Hudson City Savings’ principal office on the day before the change of control and over 25 miles from the officer’s principal residence or other material breach of contract which is not cured within 30 days. These agreements also provide certain uninsured death and disability benefits.

If Hudson City Savings or Hudson City Bancorp experiences a change in ownership, a change in effective ownership or control or a change in the ownership of a substantial portion of their assets as contemplated by section 280G of the Internal Revenue Code, a portion of any severance payments under the change of control agreements might constitute an “excess parachute payment” under current federal tax laws. Any excess parachute payment would be subject to a federal excise tax payable by the officer and would be non-deductible by Hudson City Savings and Hudson City Bancorp for federal income tax purposes. The change of control agreements do not provide a tax indemnity.

Similar change of control agreements providing severance benefits equal to one year’s compensation and benefits are in effect for eight First Vice Presidents and 24 Vice Presidents of Hudson City Savings.

Annual Incentive Plan. This plan permits officers with titles of Vice President and above to earn cash bonuses each year. The bonuses are a percentage of each officer’s annual rate of base salary. The percentage varies based on the officer’s position and Hudson City Savings’ net operating income (before taxes and extraordinary items, but after interest expense) relative to a target which the Board of Directors establishes during the first quarter of the year. Hudson City Savings typically pays these bonuses shortly after the end of the year, but payment may be deferred to a later date at the election of the participant. Deferred amounts bear interest at prescribed rates. Deferred amounts plus accrued interest are general, unsecured obligations of Hudson City Savings and are not separately funded.

Pension Plans. The Hudson City Savings Bank Employees’ Retirement Plan is a tax-qualified plan that covers substantially all salaried employees who are age 21 and have at least one year of service. The Supplemental Executive Retirement Plan covers selected executive officers and currently covers Messrs. Gudelski, Hermance, Salamone and Tassillo. The following table shows the estimated aggregate benefits payable under the Employees’ Retirement Plan and the Supplemental Executive


(1)	Average final compensation is average base salary, as reported in the “Salary” column of the Summary Compensation Table, for the highest three consecutive years during the final 10 years of employment. Tax laws impose a limit ($200,000 for individuals retiring in 2003) on the average final compensation that may be counted in computing benefits under the Employees’ Retirement Plan and on the annual benefits ($160,000 in 2003). The Employees’ Retirement Plan may also pay benefits accrued as of January 1, 1994 based on tax law limits then in effect. For Messrs. Gudelski, Hermance, Salamone and Tassillo, benefits based on average final compensation in excess of this limit are payable under the Supplemental Executive Retirement Plan.

(2)	The Employees’ Retirement Plan and the Supplemental Executive Retirement Plan do not count service in excess of 30 years in the benefit formula.

The benefits shown in the preceding table are annual benefits payable in the form of a single life annuity and are not subject to any deduction for Social Security benefits or other offset amounts. At December 31, 2003, the average final compensation and estimated years of service of the executive officers named in the Summary Compensation Table were Mr. Gudelski: $865,513, 34 years of service; Mr. Hermance: $605,769, 15 years of service; Mr. Salamone, $311,539, 15 years of service; Mr. Tassillo: $298,077, 34 years of service; and Mr. Kranz: $194,428, 20 years of service.

Savings Plans. The Profit Incentive Bonus Plan of Hudson City Savings Bank is a tax-qualified defined contribution plan for substantially all salaried employees who have attained age 21 and have at least one year of service. Hudson City Savings makes contributions to this plan equal to 5% of each eligible employee’s base salary. Participants are able to receive up to 100% of this contribution in cash.

This plan has an individual account for each participant’s contributions and allows each participant to direct the investment of his or her account. One permitted investment is common stock of Hudson City Bancorp. Participants will direct the voting of shares purchased for their plan accounts.

The Supplementary Savings Plan of Hudson City Savings Bank is a non-qualified plan that provides additional benefits to certain participants whose benefits under the Profit Incentive Bonus Plan are limited by tax law limitations applicable to tax-qualified plans.

Employee Stock Ownership Plan. This plan is a tax-qualified plan that covers substantially all salaried employees who have at least one year of service and have attained age 21.

Hudson City Bancorp lent this plan enough money to purchase 8,696,000 of the shares of Hudson City Bancorp Common Stock issued to investors other than Hudson City, MHC (or 3.76% of the total number of shares issued in the reorganization). The plan has purchased all 8,696,000 shares.

Although contributions to this plan are discretionary, Hudson City Savings intends to contribute enough money each year to make the required principal and interest payments on the loan from Hudson City Bancorp. The loan is for a term of 30 years and calls for level annual payments of principal and interest. The plan has pledged the shares it purchased as collateral for the loan and holds them in a suspense account.

The plan released 289,867 of the pledged shares during 2003. We expect that 289,867 of the shares will be released annually in the years 2004 through 2028, and that the remaining shares will be released in 2029. The plan will allocate the shares released each year among the accounts of participants in proportion to their base salary for the year. For example, if a participant’s base salary for a year represents 1% of the total base salaries of all participants for the year, the plan would allocate to that participant 1% of the shares released for the year. Participants direct the voting of shares allocated to their accounts. Shares in the suspense account will usually be voted in a way that mirrors the votes which participants cast for shares in their individual accounts.

This plan may purchase additional shares in the future, and may do so using borrowed funds, cash dividends, periodic employer contributions or other cash flow.

ESOP Restoration Plan. The ESOP Restoration Plan of Hudson City Savings is a non-qualified plan that provides supplemental benefits to certain executives who are prevented from receiving the full benefits contemplated by the Employee Stock Ownership Plan’s benefit formula. The supplemental payments consist of payments representing shares that cannot be allocated to participants under the Employee Stock Ownership Plan due to the legal limitations imposed on tax-qualified plans and, in the case of participants who retire before the repayment in full of the Employee Stock Ownership Plan’s loan, payments representing the shares that would have been allocated if employment had continued through the full term of the loan.

Post-Retirement Death Benefit for Senior Officers. Hudson City Savings has entered into approximately 104 post-retirement death benefit agreements with officers at the assistant vice president level and higher. These agreements provide a death benefit to each officer’s beneficiary if the officer’s employment continues until retirement and he or she dies after retirement. The amount of the death benefit ranges from $25,000 for assistant vice presidents to $50,000 for the President or the Chairman. To finance this benefit, Hudson City Savings has purchased whole life insurance policies on the lives of these officers. This death benefit is in addition to the benefits provided under the group life insurance plan generally applicable to all employees.

2000 Stock Option Plan. The 2000 Stock Option Plan was adopted by our Board of Directors and approved by our stockholders on January 13, 2000. The Board of Directors adopted an amendment to the Option Plan, which was subsequently approved by the Company’s stockholders on July 13, 2000. Subject to the terms of the Option Plan, employees, directors and officers of Hudson City Bancorp, Hudson City Savings and its affiliates are eligible to participate in the Option Plan. Hudson City Bancorp reserved 10,870,000 shares of Common Stock for issuance upon the exercise of stock options (“Options”) granted under the Option Plan.

No grants of stock options were made to the named executive officers identified in the Summary Compensation Table during the year ended December 31, 2003.

The following table provides certain information with respect to the number of shares of Common Stock represented by unexercised options held by the named executive officers as of December 31, 2003.


(1)	As of December 31, 2003, all of the outstanding options held by the named executive officers were in-the-money based upon the difference between $38.18, the closing price of our common stock as reported on the Nasdaq Stock Market on December 31, 2003, and the $6.9375, $10.925, $11.515, or $13.495, as the case may be, exercise price of the options.

2000 Recognition and Retention Plan. The 2000 Recognition and Retention Plan was adopted by our Board of Directors and approved by our stockholders on January 13, 2000. The Board of Directors adopted an amendment to the RRP, which was subsequently approved by Hudson City Bancorp’s stockholders on July 13, 2000. The RRP provides for stock awards (“Awards”) to eligible officers, employees, and directors of Hudson City Bancorp, Hudson City Savings and its affiliates.

The Audit Committee of the Board of Directors has appointed the firm of KPMG LLP to act as Hudson City Bancorp’s independent auditors for the fiscal year ending December 31, 2004, subject to ratification of such appointment by our stockholders. A representative of KPMG LLP is expected to be present at the annual meeting and will be given an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions. No determination has been made as to what action the Board of Directors would take if the stockholders do not ratify the appointment.

For the fiscal year ended December 31, 2003, KPMG LLP billed the Company an aggregate of $309,000 for professional services rendered for the audit of the Company’s financial statements for such period and the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q during such period. Such fees were $269,000 for the fiscal year ended December 31, 2002.

For the fiscal year ended December 31, 2003, KPMG LLP billed the Company an aggregate of $74,000 for services that are reasonably related to the audit or review of the Company’s financial statements and not described above under the caption “Audit Fees.” The services comprising these fees were employee benefit plan audits, including plan year changes. Audit-related fees were $29,000 for the fiscal year ended December 31, 2002. The services comprising these fees were employee benefit plan audits.

For the fiscal year ended December 31, 2003, KPMG LLP billed the Company an aggregate of $98,800 for professional services rendered for tax compliance, tax advice, and tax planning. The services comprising these fees were federal and state tax compliance and advice regarding the formation of certain subsidiaries. Tax fees were $95,000 for the fiscal year ended December 31, 2002. The services comprising these fees were federal and state tax compliance and advice and planning related to changes in the New Jersey State Corporate Business Tax.

For the fiscal year ended December 31, 2003, KPMG LLP did not perform other services for the Company. Such fees were $25,500 for the fiscal year ended December 31, 2002. These fees consisted of consulting related to compliance with newly enacted federal legislation.

Acting under its charter, the Audit Committee annually appoints the independent auditor, in its sole discretion, and reviews the scope of the audit services to be performed for the year with the independent auditors, the principal accounting officer and the senior internal auditing executive and pre-approves all such audit services. In addition, the audit committee pre-approves the retention of the independent auditors for all non-audit services and the fees to be paid for such services. In

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL OF THE RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.

As of the date of this proxy statement, the Board of Directors of Hudson City Bancorp does not know of any other matters to be brought before the stockholders at the annual meeting. If, however, any other matters not known are properly brought before the meeting, the persons named in the accompanying proxy card will vote the shares represented by all properly executed proxies on such matters in such manner as shall be determined by a majority of the Board of Directors.

The bylaws of Hudson City Bancorp provide for an advance notice procedure for a stockholder to properly bring business before an annual meeting or to nominate any person for election to our Board of Directors. The stockholder must be a stockholder of record and have given timely notice thereof in writing to our Secretary. To be timely, a stockholder’s notice must be delivered to or received by the Secretary not later than the following dates: (i) with respect to an annual meeting of stockholders, ninety (90) days in advance of the anniversary of the previous year’s annual meeting if the current year’s meeting is to be held within thirty (30) days prior to, on the anniversary date of, or after the anniversary of the previous year’s annual meeting; and (ii) with respect to an annual meeting of stockholders held at a time other than within the time periods set forth in the immediately preceding clause (i), the close of business on the tenth (10th) day following the date on which notice of such meeting is first given to stockholders. Notice shall be deemed to first be given to stockholders when disclosure of such date of the meeting of stockholders is first made in a press release reported to Dow Jones News Services, Associated Press or comparable national news service, or in a document publicly filed by Hudson City Bancorp with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. A stockholder’s notice to the Secretary shall set forth such information as required by the Bylaws of Hudson City Bancorp. Nothing in this paragraph shall be deemed to require Hudson City Bancorp to include in its proxy statement and proxy card relating to an annual meeting any stockholder proposal or nomination which does not meet all of the requirements for inclusion established by the Securities and Exchange Commission in effect at the time such proposal or nomination is received. See “Date For Submission of Stockholder Proposals.”

Any stockholder proposal intended for inclusion in our proxy statement and proxy card relating to our 2005 Annual Meeting of Stockholders must be received by us by December 22, 2004, pursuant to the proxy solicitation regulations of the Securities and Exchange Commission. Nothing in this paragraph shall be deemed to require Hudson City Bancorp to include in its proxy statement and proxy card for such meeting any stockholder proposal which does not meet the requirements of the Securities and Exchange Commission in effect at the time. Any such proposal will be subject to 17 C.F.R. sec.240.14a-8 of the Rules and Regulations promulgated by the Securities and Exchange Commission under the Exchange Act.

A copy of the 2003 Annual Report to Stockholders, including the consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America, for the fiscal year ended December 31, 2003 accompanies this proxy statement. The consolidated financial statements have been audited by KPMG LLP, whose report appears in the 2003 Annual Report. The 2003 Annual Report to Stockholders includes a copy of the Company’s Annual Report on Form 10-K (without exhibits) filed with the Securities and Exchange Commission. Stockholders may obtain, free of charge, an additional copy of the Annual Report on Form 10-K by writing to Louis J. Beierle, First Vice President, Hudson City Bancorp, Inc., West 80 Century Road, Paramus, New Jersey 07652 or by calling (201) 967-8290. The Annual Report on Form 10-K is also available on Hudson City Bancorp’s website at www.HCBK.com and on the Securities and Exchange Commission’s website at www.sec.gov.


	By Order of the Board of Directors,


	Veronica Olszewski
	Senior Vice President
	and Corporate Secretary

REVOCABLE PROXY

HUDSON CITY BANCORP, INC.

This Proxy is solicited on behalf of the Board of Directors
of Hudson City Bancorp, Inc.
for the Annual Meeting of Stockholders to be held on Friday, May 21, 2004

The undersigned stockholder of Hudson City Bancorp, Inc. hereby appoints Michael W. Azzara, William G. Bardel and John W. Klie, or any of them, with full powers of substitution, to attend and act as proxy for the undersigned and to vote all shares of common stock of Hudson City Bancorp, Inc., which the undersigned may be entitled to vote at the annual meeting of stockholders to be held at the Woodcliff Lake Hilton, 200 Tice Boulevard, Woodcliff Lake, New Jersey 07675, on Friday, May 21, 2004, at 10:00 a.m., Eastern Time, and at any adjournment or postponement thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF YOU DO NOT GIVE US ANY DIRECTION,
THIS PROXY WILL BE VOTED FOR THE PROPOSALS IN ITEMS 1 AND 2.

PLEASE COMPLETE, SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE
AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

(Continued on Reverse Side)

Address Change/Comments (Mark the corresponding box on the reverse side)

- Detach here from proxy voting card. -


		Mark Here for Address Change or Comments		o
		PLEASE SEE REVERSE SIDE


Nominees:		01 William J. Cosgrove
		02 Donald O. Quest
		03 Denis J. Salamone
		04 Joseph G. Sponholz


Instruction:		TO WITHHOLD AUTHORITY to vote for any individual nominee, write that nominee’s name in the space provided:


		FOR	AGAINST	ABSTAIN
2.	Ratification of the appointment of KPMG LLP as independent auditors for the fiscal year ending December 31, 2004	o	o	o


		WILL
		ATTEND
I will attend the annual meeting. (Please mark box if you plan to attend the annual meeting.)		o

The proxies are authorized to vote upon such other business as may properly come before the annual meeting and any adjournment or postponement thereof in such manner as shall be determined by a majority of the Board of Directors.

(Important: If your shares are not registered in your name, you will need additional documentation to attend the annual meeting.)

The undersigned hereby acknowledges receipt of the Notice of the 2004 Annual Meeting of Stockholders and the Proxy Statement, dated April 21, 2004 for the annual meeting.


Signature(s)	Date:	, 2004

Please sign exactly as your name appears on this proxy. Joint Owners should each sign personally. If signing as an attorney, executor, administrator, trustee or guardian, please include your full title. Corporate or partnership proxies should be signed by an authorized officer.

- Detach here from proxy voting card -


o Preliminary Proxy Statement
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
o Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


Name and Address of		Amount and Nature of
Beneficial Owner		Beneficial Ownership		Percent(2)

Hudson City, MHC(1)			122,576,600		64.6	%
	West 80 Century Road
	Paramus, NJ 07652



	*Period Ending*


*Index*	07/13/99		12/31/99		12/31/00		12/31/01		12/31/02		12/31/03


Hudson City Bancorp, Inc.*		100		135		207		275		396		829
Russell 2000**		100		115		112		115		91		134
SNL Thrift Index*		100		82		131		140		167		237


	Position		Meeting Fee

Board of Hudson City Bancorp and Hudson City Savings		Member	$	1,000




Audit Committee of Hudson City Bancorp and Hudson City Savings		Member		1,000
		Chair		1,250




Compensation Committee of Hudson City Bancorp		Member		1,000
		Chair		1,250




Human Resources Committee of Hudson City Savings		Member		1,000
		Chair		1,250




Asset Management Committee of Hudson City Savings		Member		1,000
		Chair		1,250




Nominating and Governance Committee of Hudson City Bancorp and Hudson City Savings		Member		1,000
		Chair		1,250




Executive Committee of Hudson City Bancorp and Hudson City Savings		Member		1,000



					Number of				Value of Unexercised
					Securities Underlying				In-the-Money
	Shares		Value		Unexercised Options/SARs				Options/SARs
	Acquired		Realized		at Year-End 2003				at Year-End 2003
	on		on		(#)				($)(1)
	Exercise		Exercise
Name	(#)		($)		Exercisable		Unexercisable		Exercisable		Unexercisable

Leonard S. Gudelski		—		—		1,200,000		800,000		37,491,000		24,994,000




Ronald E. Hermance, Jr.		14,414		175,000		279,986		623,200		8,610,000		19,059,000




Denis J. Salamone		64,000		1,463,000		64,000		192,000		1,707,000		5,120,000




John M. Tassillo		72,000		884,000		10,000		184,000		247,000		5,486,000




James C. Kranz		90,000		1,105,000		—		60,000		—		1,875,000


(1)	Title of each class of securities to which transaction applies:


(2)	Aggregate number of securities to which transaction applies:


	•	filing a written revocation of the proxy with our secretary;


		Amount and Nature of			Percent of
		Beneficial Ownership			Common Stock
Name	Position with the Company	(1)(2)(3)(4)			Outstanding(5)

Leonard S. Gudelski	Director and Chairman of the Board		2,626,598	(6)		2.19	%




Ronald E. Hermance, Jr.	Director, President and Chief Executive Officer		1,393,937	(7)		*




Denis J. Salamone	Director, Senior Executive Vice President and Chief Operating Officer		417,332	(8)		*




Verne S. Atwater	Director		151,087			*




Michael W. Azzara	Director		113,000			*




William G. Bardel	Director		56,500			*




Scott A. Belair	Director		9,200			*




John D. Birchby	Director		1,448,950	(9)(10)		*




Kenneth L. Birchby	Director		—	(10)		—




Victoria H. Bruni	Director		148,730			*




William J. Cosgrove	Director		120,000	(11)		*




Andrew J. Egner, Jr.	Director		183,000	(12)		*




John W. Klie	Director		223,000	(13)		*




Donald O. Quest	Director		236,000	(14)		*




Joseph G. Sponholz	Director		118,000	(15)		*




John M. Tassillo	Executive Vice President and Treasurer		301,926			*




James C. Kranz	Senior Vice President and Investment Officer of Hudson City Savings		124,595			*




All directors and executive officers as a group (21 persons)			15,713,518			8.15	%


Nominees	Age(1)		Director Since		Term Expires		Positions Held

William J. Cosgrove		71		1995		2004	Director




Donald O. Quest		64		1983		2004	Director




Denis J. Salamone		51		2001		2004	Senior Executive Vice President, Chief Operating Officer and Director




Joseph G. Sponholz		60		2002		2004	Director





Continuing Directors




Leonard S. Gudelski		69		1971		2006	Chairman of the Board and Director




Ronald E. Hermance, Jr.		56		1988		2005	President, Chief Executive Officer and Director




Verne S. Atwater		83		1983		2005	Director




Michael W. Azzara		57		2002		2006	Director




William G. Bardel		64		2003		2005	Director




Scott A. Belair		56		2004		2005	Director




John D. Birchby		58		1980		2006	Director




Victoria H. Bruni		62		1996		2006	Director




Andrew J. Egner, Jr.		79		1984		2006	Director




John W. Klie		78		1970		2005	Director


	Donald O. Quest, (Chairman)

	Michael W. Azzara

	Victoria H. Bruni


*	Source: SNL Financial LC

**	Source: Bloomberg Financial Database



										Long-Term Compensation


										Awards				Payouts
				Annual Compensation
										Restricted
								Other Annual		Stock				LTIP		All Other
Name and				Salary		Bonus		Compensation		Awards		Options		Compensation		Compensation
Principal Positions		Year		($)		($)(2)		($)(3)		($)(4)		(#)(5)		($)(6)		($)(7)

Leonard S. Gudelski			2003		875,000		2,750		—		—		—		—		387,743
	Chairman of the Board		2002		875,000		10,500		—		—		—		—		221,540
			2001		846,539		547,264		—		—		—		1,299,562		158,884




Ronald E. Hermance, Jr.			2003		728,846		820,875		—		—		—		—		312,289
	President and Chief		2002		623,077		775,500		—		—		—		—		156,985
	Executive Officer		2001		465,385		228,279		—		144,210		172,000		553,014		81,720




Denis J. Salamone(1)			2003		461,539		435,875		—		—		—		—		202,861
	Senior Executive Vice		2002		411,539		438,462		—		—		—		—		10,877
	President and Chief		2001		61,538		34,168		—		2,380,000		320,000		29,184		—
	Operating Officer




John M. Tassillo			2003		320,769		262,625		—		—		—		—		147,091
	Executive Vice		2002		291,923		280,500		—		404,850		50,000		—		71,246
	President and Treasurer		2001		281,538		134,250		—		—		—		292,600		46,891




James Kranz			2003		204,815		112,420		—		—		—		—		97,767
	Senior Vice President		2002		193,508		124,475		—		—		—		—		42,898
	and Investment Officer		2001		184,961		56,036		—		—		—		147,554		28,752
	of Hudson City Savings



		Years of Service
Average Final
Compensation(1)		15		20		25		30		35(2)

$	100,000	$	30,000	$	40,000	$	50,000	$	60,000	$	60,000
	125,000		37,500		50,000		62,500		75,000		75,000
	150,000		45,000		60,000		75,000		90,000		90,000
	160,000		48,000		64,000		80,000		96,000		96,000
	175,000		52,500		70,000		87,500		105,000		105,000
	200,000		60,000		80,000		100,000		120,000		120,000
	300,000		90,000		120,000		150,000		180,000		180,000
	400,000		120,000		160,000		200,000		240,000		240,000
	500,000		150,000		200,000		250,000		300,000		300,000
	750,000		225,000		300,000		375,000		450,000		450,000
	1,000,000		300,000		400,000		500,000		600,000		600,000
	1,100,000		330,000		440,000		550,000		660,000		660,000


x	No fee required.


(5)	Total fee paid:


(1)	Amount Previously Paid:


(2)	Form, Schedule or Registration Statement No.: