X0202 4 2006-07-21 0000921847 HUDSON CITY BANCORP INC HCBK 0001312132 Klarer James A WEST 80 CENTURY ROAD PARAMUS NJ 07652 0 1 0 0 Senior Vice President Common Stock, par value $0.01 105293 D Common Stock, par value $0.01 41089 I By PIB Common Stock, par value $0.01 34625 D Common Stock, par value $0.01 22086 I By ESOP Common Stock, par value $0.01 600 I By Daughter Stock Option (Right to Buy) 12.76 2006-07-21 4 A 0 150000 0 A 2016-07-21 Common Stock 150000 150000 D Stock Option (Right to Buy) 2.16 2001-01-13 2010-01-13 Common Stock 70150 70150 D Stock Option (Right to Buy) 4.20 2012-01-10 Common Stock 19236 19236 D Stock Option (Right to Buy) 11.17 2015-01-21 Common Stock 48090 48090 D Stock Option (Right to Buy) 12.22 2014-02-19 Common Stock 64119 64119 D Award to the reporting person of 10,000 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"), was effective January 21, 2005. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 6,412 shares vested and became directly owned by the reporting person on April 20, 2006. Such award will vest at a rate of 6,412 shares per year on each of April 20, 2007, 2008, 2009 and 2010. (Footnote 1 continues in Footnote 2) Previous award to the reporting person of 3,500 shares of common stock pursuant to the RRP was made by the Board of Directors, effective February 19, 2004. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 2,244 shares vested and became directly owned by the reporting person on April 20, 2006. Such award will vest at a rate of 2,244 shares per year on each of April 20, 2007, 2008, 2009 and 2010. Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan at December 31, 2005. Grant to the reporting person of options to buy 15,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan ("the Plan") that was approved by stockholders at the Special Meeting was effective Janaury 21, 2005. 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 9,618 options vested and became exercisable on January 13, 2006. The remaining options will vest at a rate of 9,618 shares per year on each of January 13, 2007, 2008, 2009 and 2010. Grant to the reporting person of options to buy 20,000 shares of common stock pursuant to the Plan 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 12,824 options vested and became exercisable on January 13, 2006. The remaining award will vest and become exercisable at a rate of 12,824 share per year on each of January 13, 2007, 2008, 2009 and 2010. Grant to the reporting person of options to buy 5,000 shares of common stock pursuant to the Plan was made by the Board of Directors, effective January 10, 2002.The 5,000 options awarded to the reporting person were adjusted to reflect a 2-for-1 stock split on June 17, 2002 and 2,000 options vested and became exercisable on each of January 13, 2003, 2004 and 2005. The remaining unvested options were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 6,412 options vested and became exercisable on January 13, 2006. The remaining 6,412 options will vest and become exercisable on January 13, 2007. 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. In addition, on July 21, 2006 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-year term ending July 21, 2016 (or earlier in certain circumstances) and become exercisable on December 31, 2008 provided that the reporting person remains in continuous service through such date and certain corporate performance measures tied to operating efficiency and credit qualify have been satisfied. Under applicable SEC regulations, these options are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied. James A, Klarer 2006-07-25