The annual meeting of shareholders of Hudson City Bancorp, Inc. (the "Company") was held on April 25, 2012. As of the record date, there were a total of 528,118,173 shares of common stock outstanding and entitled to vote at the annual meeting. At the annual meeting 453,769,461 shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposals were submitted by the Board of Directors to a vote of security holders and the Company's independent inspectors of election reported the final results of the vote on each proposal as noted below.

Proposal 1 - Election of Directors.

Each of Denis J. Salamone, Michael W. Azzara and Victoria H. Bruni were nominated to serve for three-year terms expiring at the annual meeting of shareholders to be held in 2015, or when their successors are otherwise duly elected and qualified. The three directors having received the requisite vote of a majority of the votes cast, as indicated below, were elected as directors of the Company.

    Directors            Votes For    Votes Against   Abstentions   Broker Non-Votes
    Denis J. Salamone   327,030,983    55,994,393       882,580        69,861,505
    Michael W. Azzara   309,252,372    72,490,194       872,390        71,154,505
    Victoria H. Bruni   330,510,622    52,435,207       962,127        69,861,505

Proposal 2 - The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012.

The shareholders were asked to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm. The appointment was approved by the requisite vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.

Votes For Votes Against Abstentions Broker Non-Votes 441,595,342 10,395,868 1,778,251 0

Proposal 3 - Approval of a non-binding advisory proposal on named executive officer compensation.

The shareholders were asked to approve the compensation awarded to the Company's named executive officers as set forth in the Company's proxy statement in a non-binding advisory vote. This non-binding advisory proposal was approved by the requisite vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.

Votes For Votes Against Abstentions Broker Non-Votes 283,128,787 98,239,703 2,509,466 69,891,505

The shareholders were asked to approve an amendment to the Company's Certificate of Incorporation that would phase-in the declassification of our Board of Directors and provide instead for the annual election of directors. This amendment was approved by the requisite vote of a majority of the outstanding shares represented in person or by proxy and entitled to vote, as indicated below.

Votes For Votes Against Abstentions Broker Non-Votes 372,957,881 7,825,684 3,124,391 69,861,505