X0303 4 2010-01-19 0000921847 HUDSON CITY BANCORP INC HCBK 0001206752 SALAMONE DENIS J WEST 80 CENTURY ROAD PARAMUS NJ 07652 1 1 0 0 Senior Executive VP Common Stock, par value $0.01/share 2010-01-19 4 A 0 131250 0 A 140868 D Common Stock, par value $0.01/share 1029270 D Common Stock, par value $0.01/share 91417 I By GRAT Common Stock, par value $0.01/share 41721 I By ESOP Common Stock, par value $0.01/share 11666 I By PIB Common Stock, par value $0.01/share 6412 I By IRA Stock Option (Right to Buy) 13.78 2010-01-19 4 A 0 337500 0 A 2017-01-25 Common Stock 337500 337500 D Phantom Stock Units 0 2008-12-31 5 A 0 15031 0 A Common Stock 15031 74292 D Stock Option (Right to Buy) 3.59 2002-01-13 2011-10-28 Common Stock 820736 820736 D Stock Option (Right to Buy) 12.76 2016-07-20 Common Stock 750000 750000 D Stock Option (Right to Buy) 12.76 2009-01-20 2016-07-20 Common Stock 375000 375000 D Stock Option (Right to Buy) 12.22 2006-01-13 2014-02-18 Common Stock 312417 312417 D Award to the reporting person of 15,000 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 9,618 shares vested and became directly owned by the reporting person on each of April 20, 2006, 2007, 2008, and 2009. The remaining 9,618 shares will vest and become directly owned by the reporting person on April 20, 2010. On January 23, 2009 the reporting person received an award of Performance Retention Restricted Stock of 131,250 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan (the "Plan"), which the stockholders approved at the Annual Meeting of Stockholders of Hudson City Bancorp, Inc. held on June 8, 2006. The award will vest and become directly owned by the reporting person at a rate of 43,750 shares per year on each of January 23, 2010, 2011 and 2012 based on 1) satisfaction of certain corporate measures during the 2009 fiscal year and 2) certification by the Company's Compensation Committee that the measures were satisfied. The performance criteria for 2009 have been met and on January 19, 2010, certified. Accordingly, 43,750 shares will vest and become directly owned by the reporting person on January 23, 2010. On January 26, 2007, the reporting person received a grant of Performance Stock Options to purchase 337,500 shares of common stock pursuant to the Plan, which the stockholders approved at the Annual Meeting of Stockholders of Hudson City Bancorp, Inc. held on June 8, 2006. The options are to vest on January 26, 2010 based on 1) satisfaction, from January 1, 2007 through December 31, 2009, of certain corporate performance measures and 2) certification by the Company's Compensation Committee that the measures were satisfied. The performance criteria have been met, and on January 19, 2010, certified. Accordingly, 337,500 options will vest and become exercisable by the reporting person on January 26, 2010. Grant to the reporting person of options to purchase 750,000 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, effective July 21, 2006. 450,000 of such options vested and became exercisable by the reporting person on July 21, 2009. The remaining 300,000 will vest and become exercisable by the reporting person on July 21, 2011. The reporting person is due upon retirement the equivalent dollar value of 74,292 shares of HCBK common stock as of December 31, 2008 through the Hudson City Savings Bank ESOP Restoration Plan. The shares reported are held in a grantor retained annuity trust that was established for the benefit of the reporting person's children. The reporting person is the grantor and the reporting person and his children serve as trustees. Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan. On 1/23/09 the reporting person received a grant of Performance Stock Options to purchase 300,000 shares of common stock at a price per share of $12.03. These options have a 10-yr term ending 1/22/19 (or earlier in certain circumstances) & become exercisable provided the reporting person remains in continuous service through such date & certain corp. measures tied to return on equity & diluted earnings per share are satisfied on or prior to 1/23/12. On 1/25/08, the reporting person received a grant of Performance Stock Options to purchase 375,000 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. Under applicable SEC regulations, these 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 2010-01-21