X0202 4 2008-04-24 0000921847 HUDSON CITY BANCORP INC HCBK 0001206757 CORRIDON V BARRY WEST 80 CENTURY ROAD PARAMUS NJ 07652 0 1 0 0 Senior Vice President Common Stock, par value $0.01 per share 2008-04-24 4 F 0 977 18.84 D 399237 D Common Stock, par value $0.01 per share 54853 I By PIB Common Stock, par value $0.01 per share 53640 I By ESOP Common Stock, par value $0.01 per share 6412 D Stock Option (Right to Buy) 2.16 2001-01-13 2010-01-12 Common Stock 170509 170509 D Stock Option (Right to Buy) 12.76 2016-07-20 Common Stock 150000 150000 D Stock Option (Right to Buy) 12.22 2014-02-18 Common Stock 128239 128239 D Award to the reporting person of 5,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Recognition and Retention Plan ("RRP"), which the stockholders approved at a Special Meeting of Stockholders of Hudson City Bancorp, Inc. held on January 13, 2000 ("Special Meeting"), effective February 19, 2004. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 3,206 shares vested and became directly owned by the reporting person on each of April 20, 2006, 2007 and 2008. Such award will vest at a rate of 3,206 shares per year on each of April 20, 2009 and 2010. Grant to the reporting person of options to buy 40,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan, which the stockholders approved at the Special Meeting, effective February 19, 2004. The options awarded and the exercise price of those options were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 25,647 shares vested and became exercisable on each of January 13, 2006, 2007, and 2008. Remaining options will vest at a rate of 25,647 shares on January 13, 2009 and 25,651 on January 13, 2010. Grant to the reporting person of options to buy 150,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan, which the stockholders approved at the Annual Meeting of Stockholders of Hudson City Bancorp, Inc. held on June 8, 2006, was effective July 21, 2006. Such options will vest and become exercisable at a rate of 60% on July 21, 2009 with the remaining 40% vesting on July 21, 2011. Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan. The reported transaction represents shares withheld by the issuer to satisfy payroll withholding obligations of the reporting person upon vesting of common stock pursuant to the Hudson City Bancorp, Inc.'s 2000 RRP. On 1/25/08, the reporting person received a grant of Performance Stock Options to purchase 75,000 shares of Common Stock, par value $0.01 per share, at a price per share of $15.69. These options have a 10-yr term ending 1/24/18 (or earlier in certain circumstances) and become exercisable on 1/25/11, provided that the reporting person remains in continuous service through such date and certain corporate performance measures tied to return on equity and diluted earnings per share have been satisfied. On 1/26/07, the reporting person received a grant of Performance Stock Options to purchase 67,500 shares of Common Stock, par value $0.01 per share, at a price per share of $13.78. These options have a 10-yr term ending 1/25/17 (or earlier in certain circumstances) and become exercisable on 1/26/10 provided that the reporting person remains in continuous service through such date and certain corporate performance measures tied to return on equity and diluted earnings per share have been satisfied. On 7/21/06, the reporting person received a grant of Performance Stock Options to purchase 75,000 shares of Common Stock, par value $0.01 per share, at a price per share of $12.76. These options have a 10-yr term ending 7/20/16 (or earlier in certain circumstances) and become exercisable on 12/31/08 provided that the reporting person remains in continuous service through such date and certain corporate performance measures tied to operating efficiency and credit quality have been satisfied. Under applicable SEC regulations, all three Performance Stock Option grants are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied. Veronica A. Olszewski, Attorney-in-Fact 2008-04-28