X0303 4 2010-01-19 0000921847 HUDSON CITY BANCORP INC HCBK 0001206748 HERMANCE RONALD E JR WEST 80 CENTURY ROAD PARAMUS NJ 07652 1 1 0 0 Chairman, President & CEO Common Stock, par value $0.01 per share 2010-01-19 4 A 0 360000 0 A 379236 D Common Stock, par value $0.01 per share 1679128 D Common Stock, par value $0.01 per share 1198689 I BY GRAT Common Stock, par value $0.01 per share 359150 I By PIB Common Stock, par value $0.01 per share 66616 I By ESOP Common Stock, par value $0.01 per share 28854 I By Spouse Common Stock, par value $0.01 per share 19118 I By Spouse as Custodian Common Stock, par value $0.01 per share 3013 I By IRA Stock Option (Right to Buy) 13.78 2010-01-19 4 A 0 1125000 0 A 2017-01-25 Common Stock 1125000 1125000 D Stock Option (Right to Buy) 12.76 2009-01-20 2016-07-20 Common Stock 1250000 1250000 D Stock Option (Right to Buy) 12.76 2009-07-21 2016-07-20 Common Stock 1000000 1000000 D Stock Option (Right to Buy) 12.22 2006-01-13 2014-02-18 Common Stock 566651 566651 D Phantom Stock Units 0 Common Stock 186902 186902 D Phantom Stock Units 0 Common Stock 103557 103557 D Award to reporting person of 30,000 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"), was effective February 19, 2004. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 19,236 shares vested and became directly owned by the reporting person on each of April 20, 2006, 2007, 2008, and 2009. The remaining 19,236 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 360,000 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 120,000 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, 120,000 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 1,125,000 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, 1,125,000 options will vest and become exercisable by the reporting person on January 26, 2010. The spouse of the reporting person holds the shares listed for a minor child under the New Jersey Uniform Transfer to Minors Act. The shares reported are held in a grantor retained annuity trust for the benefit of the reporting person's spouse and children. The reporting person is the grantor. The reporting person's spouse serves as trustee. The reporting person holds the shares through the Hudson City Savings Bank's Profit Incentive Bonus Plan. The reporting person is due, upon retirement, the equivalent dollar value of 186,902 shares at December 31, 2008 through the Hudson City Savings Bank ESOP Restoration Plan. Phantom Stock acquired by the reporting person under the Hudson City Savings Bank Supplementary Savings Plan and the Hudson City Bancorp, Inc. Officers' Deferred Compensation Plan ("Plans"). The reporting person has elected that the funds accumulated in such Plans be distributed to the reporting person only in shares of Hudson City Bancorp, Inc. Common Stock and would be distributable only on or about January 1st of the calendar year following the calendar year in which the reporting person terminates all service with Hudson City Bancorp, Inc. and its affiliated companies, unless another date of payment is provided under the terms of the Plans. On 1/23/09 the reporting person received a grant of Performance Stock Options to purchase 750,000 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 1,250,000 shares of Common Stock at a price per share 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 satisfied. 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