X0306 4 2014-05-30 0000921847 HUDSON CITY BANCORP INC HCBK 0001206752 SALAMONE DENIS J WEST 80 CENTURY ROAD PARAMUS NJ 07652 1 1 0 0 President Common Stock, par value $0.01/share 2100816 D Common Stock, par value $0.01/share 67806 I By ESOP Common Stock, par value $0.01/share 29611 I By GRAT Common Stock, par value $0.01/share 14562 I By PIB Common Stock, par value $0.01/share 6412 I By IRA Phantom Stock Units 0 2014-05-30 4 A 0 85 9.77 A Common Stock 85 20827 D Stock Option (Right to Buy) 12.76 2009-07-21 2016-07-20 Common Stock 750000 750000 D Stock Option (Right to Buy) 15.69 2011-01-25 2018-01-24 Common Stock 375000 375000 D Stock Option (Right to Buy) 12.76 2009-01-20 2016-07-20 Common Stock 375000 375000 D Stock Option (Right to Buy) 13.78 2010-01-26 2017-01-25 Common Stock 337500 337500 D Stock Option (Right to Buy) 12.03 2012-01-24 2019-01-22 Common Stock 300000 300000 D Stock Option (Right to Buy) 9.50 2014-03-15 2021-03-14 Common Stock 195100 195100 D Stock Option (Right to Buy) 13.12 2013-01-29 2020-01-18 Common Stock 187500 187500 D Phantom Stock Units 0 Common Stock 148039 148039 D Deferred Stock Units 0 Common Stock 125900 125900 D Deferred Stock Units 0 Common Stock 71950 71950 D Deferred Stock Units 0 Common Stock 48219 48219 D The shares reported are held in a grantor retained annuity trust that was established for the benefit of the reporting person's children. The reporting person is the grantor and the reporting person and his children serve as trustees. Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan. Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on June 18, 2013 based on satisfaction of certain corporate performance measures, as certified by the Company's Compensation Committee on April 28, 2014. Service conditions on 41,966 of these DSUs were met on January 1, 2014. An additional 41,966 of these DSUs will vest on January 1, 2015 and the remainder will vest on January 1, 2016, assuming continued employment through such dates. 78,687 of these DSUs will be settled on June 18, 2016, and the remainder will be settled on June 18, 2019. Accelerated settlement of vested DSUs may occur in the event of death or disability. Pro-rated, accelerated vesting and settlement may occur in the event of discharge without cause or resignation with good reason following a change in control. Represents the number of shares issuable upon future settlement of Deferred Stock Units granted on March 15, 2011. These DSUs vested on April 28, 2014 due to 1) the satisfaction of certain performance measures as certified by the Company's Compensation Committee on April 28, 2014 and 2) continued service through March 15, 2014. These DSUs will be settled on March 15, 2017. Accelerated settlement of vested DSUs may occur in the event of death or disability, or in connection with a change in control. The reporting person is due, upon retirement, the equivalent dollar value of 148,039 shares of HCBK common stock as of December 31, 2013 through the Supplemental ESOP Benefit under the Benefit Maintenance Plan of Hudson City Savings Bank. Represents the number of shares issuable upon future settlement of Variable Deferred Stock Units granted on March 30, 2012 based on the Company's return on equity for 2012, as certified by the Compensation Committee of the Board of Directors on January 29, 2013. Such Variable Deferred Stock Units will vest and settle on March 30, 2015 assuming continued employment through such date. Pro-rated, accelerated vesting and settlement may occur in the event of death, disability, retirement. Accelerated vesting and settlement may also occur in the event of discharge without cause or resignation with good reason following a change in control. Phantom Stock acquired by the reporting person under the Hudson City Bancorp, Inc. Officers' Deferred Compensation Plan. The reporting person has elected that the funds accumulated in such Plan that are deemed invested in Hudson City Bancorp, Inc. Common Stock, including any additional dividend equivalents deemed reinvested with respect thereto, will be distributed to the reporting person only in shares of Hudson City Bancorp, Inc. Common Stock and would be distributable only on or about January 1st of the calendar year following the calendar year in which the reporting person terminates all service with Hudson City Bancorp, Inc. and its affiliated companies, unless another date of payment is provided under the terms of the Plans. This transaction reflects dividend equivalents deemed reinvested in Hudson City Bancorp, Inc. Common Stock under this Plan. Variable Performance Deferred Stock Unit award, on 3/30/12, for 74,627 shares of common stock which will vest on 3/30/15. Performance Deferred Stock Unit award, on 3/30/12, for 160,061 shares of common stock which will vest on 3/30/15. Vesting is tied to satisfaction, by vesting dates, and approval by the Company's Compensation Committee, of certain corporate performance measures specific to each award, and continuous service by the reporting person through such dates. Under applicable SEC regulations, these awards are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied. Veronica A. Olszewski, Attorney-in-fact 2014-06-03