UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549-3010

Robert C. AzarowSonnenschein Nath & Rosenthal LLPTwo Wodd Financial CenterNew York, NY 10281-1008

Re: Hudson City Bancorp, Inc.

Dear Mr. Azarow:

Februar 3, 2009

This is in regard to your letter dated Januar 30,2009 concernng the shareholderproposal submitted by the United Brotherhood of Carenters Pension Fund for inclusionin Hudson City Bancorp' s proxy materials for its upcoming anual meeting of securtyholders. Your letter indicates that the proponent has withdrawn the proposal, and thatHudson City Bancorp therefore withdraws its December 31,2008 request for a no-actionletter from the Division. Because the matter is now moot, we wil have no fuercomment.

Sincerely, Raymond A. BeSpecial Counsel

cc: Edward J. Durkin

United Brotherhood of Carenters and Joiners of America101 Constitution Avenue, N.W.Washington, DC 20001

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Thacher Proffitt & Wood LLPThacher Two World Financial Centerr,-.) C' (\ ~=-! \1 11- -, .'. .j .. - ..J New York, NY 10281Proffitt (212) 912-7400 2nns O~~ 33 ¡-' ¡"'j I:. -­,-." . 22

Fax: (212) 912-7751 ww.tpw.com

Direct Dial: (212) 912-7435 ebrightêtpw.com Admitted in NY

Via Ed2ar and Bv Hand

U.S. Securties and Exchange Commission Division of Corporation Finance Office of Chief Counel 100 F Street, N.E. Washigton, D.C. 20549

Re: Hudson City Bancorp, Inc. Commission File No. 0-26001 Omission of Shareholder Proposal - Rule 14a-8

Ladies and Gentlemen:

We are writing on behalf of Hudson City Bancorp, Inc., a Delaware corporation (the "Company"). On November 6, 2008, the Company received a letter, dated November 4, 2008, forwarded by Douglas J. McCaron on behalf of the United Brotherhood of Carenters Pension Fund (the "Proponent"), submitting a proposal for inclusion in the Company's proxy materials for its 2009 anual meeting (the "Proposal"). The Proponent states that it is the beneficial owner of 8,549 shares of the Company's common stock, which had a value on November 4, 2008 of $161,319.63.1 The Proposal requests that the Company's Board of Directors (the "Board") "initiate the appropriate process to amend the Company's corporate governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affrmative vote of the majority of votes cast at an anual meeting of shareholders, with a

plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats."

As set fort in more detal below, because the Proposal has been substatially implemented, the Company proposes to exclude the Proposal from its 2009 proxy materials under Rule 14a-8(i)(10). We hereby request confation that the Staf of the Division of

Corporation Finance (the "Staf') of the Securties and Exchange Commission will not recommend enforcement action if, in reliance on Rule 14a-8(i)(10), the Company omits the Proposal from its 2009 proxy materials.

Pursuat to Rule 14a-8G), the Company files herewith six copies of the Proposal. Furerenclosed pursuant to Rule 14a-8G) are six copies of this letter, which, to the extent that the reasons for the omission of the Proposal discussed herein are based on matters of law, is our supporting opinon as the Company's counel. By copy of ths letter and accompanying

material, the Proponent is being notified, pursuat to Rule 14a-8(j), of the Company's intention to omit the Proposal from its 2009 proxy materials.

i The Company's market capitalization as of

December 30, 2008 was approximately $7.95 bilion.

New York, NY Washington, DC Sumit, NJ

Exchange Commission December 31, 2008 Page 2. u.s. Securities and

1. The Proposal Has Been Substantially Implemented - Rule 14a-8(i(10).

Rule 14a-8(i)(lO) permits omission of a proposal if the company "has already

substantially implemented the proposal." As noted in Exchange Act Release No. 34-20091 (August 16, 1983), only substatial implementation is necessar, and it is not necessar that ashareholder proposal be fully effected to permit a company to exclude a shareholder proposal under Rule 14a-8(i)(10). The Staff has concured in the omission of shareholder proposals

substatially implemented afer the receipt of the proposal. See e.g., Pacifc Enterprises (Janua 12, 1998). Furermore, the exclusion under Rule 14a-8(i)(10) "is designed to avoidthe possibilty of shareholders having to consider matters which already have been favorably acted upon by the management." See Exchange Act Release No. 34-12598 (July 7, 1976). The Staff has stated that "a determnation that the (c )ompany has substantially implemented the proposal depends upon whether its paricular policies, practices and procedures compare

the proposaL." Texaco, Inc. (March 28, 1991). Consequently, a shareholder proposal does not have to be implemented exactly as proposed, and it merely needs to be "substatially implemented." The Staff has consistently taen the position that when a company already has policies and procedures in place relating to the subject matter of the proposal, or has implemented the essential objectives of the proposal, the shareholder proposal has been substatially implemented withn the scope of Rule 14a-8(i)(10). See, e.g., Sun

favorably with the guidelines of

MicroSystems, Inc. (Sept. 5, 2008) (proposal substantially implemented because board of directors expected to approve proposed amendments to company's certificate of incorporation); ConAgra Foods, Inc. (June 20, 2005) (proposal substantially implemented because company published a Corporate Responsibilty Report updated at least anually); EMC Corp. (Febru 14, 2005) (proposal substatially implemented because of the company's intention tocomply with Financial Accounting Stadards and Board Statement No. 123); The Talbots, Inc. (April 5, 2002) (proposal substantially implemented because the company established acompliance program and code of conduct for suppliers); The Gap, Inc. (March 16, 2001) (proposal substantially implemented through establishment of internal monitorig programs); Kmart Corp. (Februar 23, 2000) (proposal substatially implemented because of the company's adoption, publication and distribution to its entire supplier base of its workplace code of conduct).

The recommendation to the Board to initiate the appropriate process to amend the Company's corporate governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affrmative vote of the majority of votes cast at an anual meeting of shareholders, with a plurality vote stadard retained for contested director elections is now moot.

The Board considered the Proposal and, effective December 24, 2008, the Board adopted amendments to Aricles II and IV of the Company's Amended and Restated Bylaws (the

"Bylaws") to provide for majority voting in uncontested elections of directors. Under the Bylaws, as amended, an incumbent director who does not receive the required majority vote must promptly tender his or her resignation. The Board committee responsible for

recommending nominees for appointment or election to the Board, which is curently the Nominating and Governance Commttee, will consider the resignation and make a recommendation to the Board as to whether the resignation should be accepted. Previously, the Bylaws required that directors be elected by a plurality of the votes cast. The amendments to the Bylaws became effective immediately upon adoption by the Board. Six copies of the Curent

U.S. Securities and Exchange Commission December 31, 2008 Page 3.

Report on Form 8-K filed on December 29, 2008 in connection with the amendments to the Bylaws are enclosed. The text of the Bylaw amendments was filed as Exhbit 3.1 to such Curent Report on Form 8-K.

Based on the foregoing, it is the Company's position that the Proponent's recommendation has been substatially implemented and is therefore moot. In the event that the Company must include the Proposal in its 2009 proxy materials, and the shareholders approve the Proposal, the end result would be to repeat the steps already taken by the Board as described above. Accordingly, the Company believes that the Proposal may be properly omitted pursuant to Rule 14a-8(i)(10).

2. Reauest to ProDonent to Withdraw the Proposal.

Although the holiday schedule has prevented us from doing so yet, we, on behalf of the Company, intend to inform the Proponent of the amendments to the Bylaws adopted by the Board and request that the Proposal be withdraWn. We will immediately notify the Staff if the Proponent does withdraw the Proposal.

3. Action Reauested.

The Company believes that the Proposal may properly be omitted from its 2009 proxy materials pursuant to Rule 14a-8(i)(10) for the reasons set forth above. We hereby request confiration that the Staff will not recommend enforcement action if the Company so omits the Proposal in reliance on such provision. If the Staff disagrees with the Company's conclusion that the Proposal may be so omitted from its 2009 proxy materials, we request the opportity to

confer with the Staff prior to the issuance of its position. In addition, we would be pleased to provide the Staff with such fuer information regarding the matters that are the subject of the Proposal as the Staff may request.

* * *

If you have any questions or need any additional inormation with regard to the enclosed or the foregoing, please contact the undersigned at (212) 912-7435 or Sabrina Minchella at (212) 912-7652.

Please indicate your receipt of this letter and the enclosures by signng the enclosed copy of ths letter and retung it to the undersigned in the enclosed stamped, self addressed envelope.

Very trly yours, ~ ~ (¡. ~GS~'¡/DfEk

W. Edward Bright Enclosures

cc: Ms. Veronica A. Olszewski, Hudson City Bancorp, Inc.

Mr. Edward 1. Durki, United Brotherhood of Carenters Pension Fund

UNITED BRO.THERHOOD OF CARPENTERS AN 0 JOINERS OF AMERICA

q)ouglas ¡. mcC9a1/on General President

November 4, 2008

Ms. Veronica Olszewski Senior Vice President, Treasurer and Corporate Secretary Hudsan City Bancorp, Inc. West 80 Century Road Paramus, New Jersey 07652

Dear Ms. Olszewski:

On behalf of the United Brotherhoad .of Carpenters Pension Fund. ("Fund"), I hereby

submit the enclesed shareholder preposal ("Preposal") fer inclusien in the Hudsen City Bancorp, Inc. ("Campany") proxy statement ta be circulated te Company sharehelders in conjunction with the next annual meeting .of sharehelders. The Preposal relates to the Issue of the vete standard in directar electiens, and is submitted under Rule 14(a)-8 (Proposals .of Security Helders) .of the U.S. Securities arid Exchange Cemmission praxy regulatiens.

The Fund is the beneficial owner of 8,549 shares .of the Company's commen steck that have been held continueusly for more than a year prier to this date .of submissien. The Fund intends "te hald the shares through the date of the Company's next annual meeting of sharehelders. The record halder of the stock wil provide the apprepriate verifcatien .of the Fund's beneficial .ownership by separate letter. Either the undersigned or a designated

representative wil present the Prepesalfor cansideratian at the annual meeting of sharehalders.

If yeu would like to discuss the Prepesal, please contact Ed Durkin at edurkin~carDenters.era or at (202)546.6206 x221 te set a cenvenient time to talk. Please

ferward any cerrespondence related te the praposal to Mr. Durkin at United Bretherheed of Carpenters, Carporate Affairs Departent, 101 Constitution Avenue, NW, Washingten D.C. 20001 .or via fax to (202) 543-4871.

Sincerely,

~;1)H~~, DeU-g' J. ~Carren Fund Chairman

cc. Edward J. Durkin

Enclosure

. . 101 Constitution Avenue, N.W. Washington, D.C. 20001 Phone: (202) 546-6206 Fax: (202) 543.5724 ....

Director Election Majority Vote Standard Proposal

Resolved: That the shareholders of Hudson City Bancorp, Inc. (UCompany")

hereby request that tha Board of Directors initiate the appropriate process to amend the Company's corporate governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affrmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats.

Supporting Statement: In order to provide shareholders a meaningful role in director elections, the Company's director election vote standard should be changed to a majority vote standard. A majority vote standard would require that a nominee receive a majority of the votes cast in order to be elected. The standard is particularly well-suited for the vast majority of director elections in which only board nominated candidates are on the ballot. We believe that a

majOrity vote standard in board elections would establish a challenging vote

standard for board nominees and improve the performance of individual directors and entire boards. The Company presently uses a plurality vote standard in all director elections. Under the plurality standard, a board nominee can be elected with as little as a single affrmative vote, even if a substantial majority of the votes cast are "withheld" from the nominee.

In response to strong shareholder support for a majority vote standard, a strong majority of the nation's leading' companies, including Intel, General Electric, Motorola, Hewlett Packard, Morgan Stanley, Home Depot, Gannett, Marathon Oil, and Pfzer, have adopted a majority vote standard in company bylaws or articles of incorporation. Additionally, these companies have adopted director resignation policies in their bylaws or corporate governance policies to address post-election Issues related to the status of director nominees that fail to win election. Other companies have responded only partially to the call for change by simply adopting post election director resignation policies that set procedures for addressing the status of director nominees that receive more "withhold" votes than ufot' votes. At the time of this proposal submission, our Company and its board had not taken either action.

We believe that a post election director resignation policy without a majority vote standard in company governance documents is an inadequate reform. The critical first step in establishing a meaningful majority vote policy is the adoption of a majority vote standard. With a majority vote standard in place, the board can then take action to develop a post election procedure to address the status of directors that fail to win election. A majority vote standard combined with a post election director resignation policy would establish a meaningful right for shareholders to elect directors, and reserve for the board an importnt post election role in determining the continued status of an unelected director. We urge the Board to take this important step of establishing a majority vote standard in the Company's governance documents.

8-K 1 y73568e8vk.htm FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURTIES EXCHAGE ACT

OF 1934

Date of report (Date of earliest event reported): December 24, 2008

HUDSON CITY BANCORP, INC. (Exact name of registrant as specified in its charter)

Delaware 0-26001 22-3640393 (State or other jurisdiction of

(Commission File Number)

(IRS Employer ldentification No.)

incorporation)

80 West Century Road Paramus, New Jersey 07652

(Address of principal executive offces, including zip code)

Registrant's telephone number, including area code: (201) 967-1900

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below ifthe Form 8-K fiing is intended to simultaneously satisfy the fiing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule l4a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

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Item 5.03 Amendments to Articles ofIncorporation or Bylaws; Change in Fiscal Year.

Effective December 24,2008, the Board of Directors (the "Board") of Hudson City Bancorp, Inc. (the "Company") adopted amendments to Articles II and LV of the Company's Amended and Restated Bylaws (the "Bylaws") to provide for majority voting in uncontested elections of directors. Under the Bylaws, as amended, an incumbent director who does not receive the required majority vote must promptly tender his or her resignation. The Board committee responsible for recommending nominees for appointment or election to the Board, which is currently the Nominating and Governance Committee, will consider the resignation and make a recommendation to the Board as to whether the resignation should be accepted. Previously, the Bylaws required that directors be elected by a plurality of the votes cast. The amendments to the Bylaws became effective immediately upon adoption by the Board.

The text of the Bylaw amendment is fied as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 Amendments to the Amended and Restated Bylaws of Hudson City Bancorp, Inc.

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SIGNA TURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this repOlt to be signed on its behalf by the undersigned hereunto duly authorized.

HUDSON CITY BAN CORP, INC.

By: Isl James C. Kranz James C. Kranz Executive Vice President and Chief Financial Officer

Dated: December 29,2008

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EXHIBIT INDEX

Exhibit No. Description of Exhibit

Exhibit 3.1 Amendments to the Amended and Restated Bylaws of Hudson City Bancorp, Inc..

EX-3.1 2 y73568exv3w1.htm EX-3.1: AMENDMENTS TO THE AMENDED AND REST A TED BYLAWS

Exhibit 3.1

Amendments to the Amended and Restated Bylaws of Hudson City Bancorp, Inc., amended and restated as of July 24, 2007

The Amended and Restated Bylaws of Hudson City Bancorp, Inc. ("Bylaws") are to be amended as follows:

(I) The following shall be added to the Bylaws as a new Article II, Section 10:

Section 10. Maiority Voting for Directors. The vote required for election of a director by the shareholders shall, except in a contested election, be the affrmative vote of a majority of the votes cast in the election of a nominee at a meeting of shareholders. For purposes of this Section 10, a "majority of the votes cast" shall mean that the number of votes cast "for" a director's election exceeds the number of votes cast "against" that director's election, with "abstentions" and "broker nonvotes" (or other shares of stock of the Corporation similarly not entitled to vote on such election) not counted as votes cast either "for" or "against" that director's election.

ln a contested election, directors shall be elected by a plurality ofthe votes cast at a meeting of shareholders by the holders of shares present in person or by proxy at the meeting and entitled to vote in the election. An election shall be considered contested ifthere are more nominees for election than positions on the board of directors to be filled by election at the meeting.

(2) Sections 10 through 14 of Article II of the Bylaws shall be renumbered as Sections 11 through 15.

(3) Ai1icle iV, Section 11 shall be amended and restated in its entirety as follows:

Section 11. Resignation: Mandatory Offer of Resignation. Any director may resign at any time by sending a written notice of such resignation to the principal offce of the Corporation addressed to the Secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.

Any incumbent director who fails to receive the vote required to be elected in an uncontested election shall promptly tender his or her resignation following the certification of the vote. The Nominating and Governance Committee shall consider such resignation and shall recommend to the Board the action to be taken. Any director whose resignation is under consideration shall not participate in the Nominating and Governance Committee recommendation or the Board decision regarding whether to accept the resignation. The Board shall take action within 90 days following certification of the vote. The Board will promptly disclose its decision, and the reasons therefore, in a Form 8-K furnished to the Securities and Exchange Commission.