X0303 5 2008-12-31 0 0 0000921847 HUDSON CITY BANCORP INC HCBK 0001206761 LAIRD THOMAS E WEST 80 CENTURY ROAD PARAMUS NJ 07652 0 1 0 0 Executive Vice President Common Stock, par value $0.01 per share 484124 I By Trust Common Stock, par value $0.01 per share 171244 I By PIB Common Stock, par value $0.01 per share 57592 I By ESOP Common Stock, par value $0.01 per share 6412 D Common Stock, par value $0.01 per share 910 I As Custodian Common Stock, par value $0.01 per share 1 D Stock Option (Right to Buy) 12.22 2014-02-18 Common Stock 103706 103706 D Stock Option (Right to Buy) 12.76 2016-07-20 Common Stock 150000 150000 D Stock Option (Right to Buy) 2.16 2001-01-13 2010-01-12 Common Stock 49968 49968 D Phantom Stock Units Common Stock 2162 2162 D Award to the reporting person of 5,000 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"), effective February 19, 2004. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 3,206 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 3,206 shares per year on each of April 20, 2009 and 2010. 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. Grant to the reporting person of options to buy 40,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan which the stockholders approved 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 25,647 options vested and became exercisable on each of January 13, 2006, 2007 and 2008. The remaining options will vest and become exercisable at a rate of 25,647 shares on January 13, 2009 and 25,651 shares on January 13, 2010. The reporting person is due, upon retirement, the equivalent dollar value of 2,162 shares on December 31, 2007 through the Hudson City Savings Bank ESOP Restoration Plan. Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan. The shares are held by the reporting person as custodian for the reporting person's children under the New Jersey Uniform Transfers to Minors Act. On August 11, 2008, 8,178 shares previously reported as directly beneficially owned by the reporting person where transferred to the reporting person's Trust. On 1/25/08, the reporting person received a grant of Performance Stock Options to purchase 150,000 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 67,500 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. On 7/21/06, 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 7/20/16 (or earlier in certain circumstances) and become exercisable on 12/31/08 provided that the reporting person remains in continuous service through such date and certain corporate performance measures tied to operating efficiency and credit quality have been satisfied. Under applicable SEC regulations, all three 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 2009-02-13