X0202 4 2006-02-02 0000921847 HUDSON CITY BANCORP INC HCBK 0001206753 TASSILLO JOHN M WEST 80 CENTURY ROAD PARAMUS NJ 07652 0 1 0 0 Executive Vice President Common Stock, par value $0.01 per share 2006-02-02 4 S 0 220662 12.22 D 467653 D Common Stock, par value $0.01 per share 65230 I By GRAT Common Stock, par value $0.01 per share 51296 D Common Stock, par value $0.01 per share 39459 I By ESOP Stock Option (Right to Buy) 12.22 2014-02-18 Common Stock 240449 240449 D Stock Option (Right to Buy) 4.20 2012-01-09 Common Stock 32060 32060 D Phanthom Stock Units Common Stock 27882 27882 D Award to reporting person of 10,000 shares of common stock was made 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. Such award will vest at a rate of 6,412 shares per year on each of April 20, 2006, 2007, 2008, 2009 and 2010. (Footnote 1 continues in Footnote 2.) Previous award to reporting person of 15,000 shares of common stock pursuant to the RRP was made by the Board of Directors, effective January 10, 2002. On April 20, 2002, 3,000 shares vested and became directly owned by the reporting person. The shares awarded pursuant to the RRP were adjusted to reflect a 2-for-1 stock split on June 17, 2002 and on each of April 20, 2003, 2004 and 2005 an additional 6,000 shares vested. The shares awarded were adjusted to reflect a 3.206-for-1 split on June 7, 2005 and 19,236 shares will vest on April 20, 2006. Grant to reporting person of options to buy 75,000 shares of common stock was made pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan, which was approved by stockholders at the Special Meeting, was made by the Board of Directors, 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 48,090 options vested and became exercisable on January 13, 2006. The remaining options will vest at a rate of 48,090 shares per year on each of January 13, 2007, 2008, 2009 and 2010. (Footnote 3 continues in Footnote 4) Previous grant to reporting person of options to buy 25,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan was made by the Board of Directors, effective January 10, 2002. The options awarded to the reporting person were adjusted to reflect a 2-for-1 stock split on June 17, 2002. Options to buy 10,000 shares of common stock vested and became exercisable on each of January 13, 2003, 2004 and 2005. The options awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 32,060 options vested and become exercisable on January 13, 2006. The remaining 32,060 unvested options will vest and become exercisable on January 13, 2007. The reporting person is due, upon retirement, the equivalent dollar value of 27,882 shares on December 31, 2005 through the Hudson City Savings Bank ESOP Restoration Plan. The shares reported are held in a grantor retained annuity trust for the benefit of the reporting person's children. The reporting person is the grantor, and the reporting person and his son serve as trustees. Since the reporting person's previous report, the reporting person transferred 131,667 shares from a grantor retained annuity trust to the reporting person's individual account. Louis J. Beierle, Attorney-in-Fact 2006-02-03