X0303 4 2009-01-20 0000921847 HUDSON CITY BANCORP INC HCBK 0001452471 Schlesinger Steven M WEST 80 CENTURY ROAD PARAMUS NJ 07652 0 1 0 0 Senior Vice President Common Stock, par value $0.01 per share 179075 D Common Stock, par value $0.01 per share 37663 I By ESOP Common Stock, par value $0.01 per share 10175 I By PIB Common Stock, par value $0.01 per share 4490 D Stock Option (Right to Buy) 12.76 2009-01-20 4 A 0 50000 0 A 2009-01-20 2016-07-20 Common Stock 50000 50000 D Stock Option (Right to Buy) 12.76 2016-07-20 Common Stock 100000 100000 D Stock Option (Right to Buy) 12.22 2014-02-18 Common Stock 64120 64120 D Stock Option (Right to Buy) 11.91 2005-01-13 2014-01-21 Common Stock 32059 32059 D Award to the reporting person of 3,500 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 2,244 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 2,244 shares on April 20, 2009 and 2,246 shares on April 20, 2010. Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan. Grant to the reporting person of options to purchase 100,000 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. 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. Grant to the reporting person of options to purchase 20,000 shares of common stock, pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan that was approved by the stockholders 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 12,824 options vested and became exercisable on each of January 13, 2006, 2007, 2008, and 2009. The remaining 12,824 options will vest and become exercisable on January 13, 2010. On July 21, 2006, the reporting person received a grant of Performance Stock Options to purchase 50,000 shares of common stock. The options were to vest on December 31, 2008 based on 1) satisfaction, as of December 31, 2008, of certain corporate performance measures and 2) certification by the Company's Compensation Committee that the measures were satisfied. The performance criteria were met, and on January 20, 2009, certified. Accordingly, 75,000 options vested and became exercisable by the reporting person. On 1/25/08, the reporting person received a grant of Performance Stock Options to purchase 50,000 shares of Common Stock, par value $0.01 per share, at a price 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 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 satisifed. On 1/26/07 the reporting person received a grant of Performance Stock Options to purchase 45,000 shares of Common Stock, par value $0.01 per share, at a price per share of $13.78. These options have a 10-year 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. Under applicable SEC regulations, both 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 2009-01-22