X0306 4 2014-07-22 0000921847 HUDSON CITY BANCORP INC HCBK 0001525940 Dedrick Tracey A WEST 80 CENTURY ROAD PARAMUS NJ 07652 0 1 0 0 Executive Vice President Common Stock, par value $0.01 per share 2014-07-22 4 M 0 18050 0 A 18050 D Common Stock, par value $0.01 per share 2014-07-22 4 F 0 6020 9.76 D 12030 D Common Stock, par value $0.01 per share 7936 I ESOP Common Stock, par value $0.01 per share 1358 I By PIB Deferred Stock Units 0 2014-07-22 4 M 0 18050 0 D Common Stock 18050 18050 D Stock Option (Right to Buy) 8.33 2014-07-22 2021-07-22 Common Stock 51813 51813 D Deferred Stock Units 0 Common Stock 51800 51800 D Deferred Stock Units 0 Common Stock 9054 9054 D Phantom Stock Units 0 Common Stock 2264 2264 D Issued on settlement of Deferred Stock Unit Awards granted on July 22, 2011. Represents shares withheld at the direction of the Company's Compensation Committee to satisfy payroll tax withholding obligations with respect to the settlement of DSU awards. The 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 17,266 of these DSUs were met on January 1, 2014. An additional 17,266 of these DSUs will vest on January 1, 2015 and the remainder will vest on January 1, 2016, assuming continued employment through such dates. 32,374 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 settlement of a portion of the Deferred Stock Unit Awards granted on July 22, 2011. Represents the number of shares issuable upon future settlement of Deferred Stock Units granted on July 22, 2011. These DSUs vested on July 22, 2014 due to 1) the satisfaction of certain performance measures as certified by the Compensation Committee of the Board of Directors on April 28, 2014 and 2) continued service through July 22, 2014. These DSUs will be settled on July 22, 2017. Accelerated settlement of vested DSUs may occur in the event of death or disability, or in connection with a change in control. 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. The reporting person is due, upon retirement, the equivalent dollar value of 2,264 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. Performance Deferred Stock Unit Award, on 3/30/12, for 30,055 shares of common stock which will vest on 3/30/15. Variable Performance Deferred Stock Unit award on, 3/30/12, for 14,013 shares of common stock which will vest on 3/30/15. Performance Deferred Stock Unit Award, on 3/29/14, for 50,500 shares of common stock which will vest on 1/1/15. Vesting is tied to satisfaction, by the vesting dates, and approval by the Company's Compensation Committee, of certain corporate performance measures specific to each award, and continuous sevice 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 2014-07-24