As filed with the Securities and Exchange Commission on January 21,
2000 REGISTRATION NO.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------
HUDSON CITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1497903
(State or other jurisdiction of (I.R.S. Employer
incorporation or Identification No.)
organization)
West 80 Century Road
Paramus, New Jersey 07652
(201) 967-1900
(Address, including Zip Code, of principal executive offices)
---------------
Hudson City Bancorp, Inc. 2000 Stock Option Plan
and
Hudson City Bancorp, Inc. 2000 Recognition and Retention Plan
(Full title of the Plans)
---------------
Mr. Leonard S. Gudelski
Chairman of the Board and Chief Executive Officer
Hudson City Bancorp, Inc.
West 80 Century Road
Paramus, New Jersey 07652
(201) 967-1900
Copy to:
W. Edward Bright, Esq.
Thacher Proffitt & Wood
Two World Trade Center - 39th Floor
New York, New York 10048
(212) 912-7400
(Name and address, including Zip Code, telephone number and area code, of
agent for service)
---------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Proposed Maximum Amount of
Price Per Share (2) Aggregate Offering Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 7,609,000 shares -- $105,376,875 $27,820
===================================================================================================================================
</TABLE>
(1) Based on the number of shares of common stock of Hudson City Bancorp, Inc.
(the "Company") reserved for issuance upon exercise of options granted
pursuant to the Hudson City Bancorp Inc. 2000 Stock Option Plan, and
authorized for awards under the Hudson City Bancorp, Inc. 2000 Recognition
and Retention Plan (the "Plans"). In addition to such shares, this
registration statement also covers an undetermined number of shares of
common stock of the Company that, by reason of certain events specified in
the Plans, may become issuable upon exercise of options or grant of awards
through the application of certain anti-dilution provisions.
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, pursuant to which
4,441,000 shares subject to outstanding options are deemed to be offered at
$13.875, the price at which such options may be exercised and restricted
shares and shares that may be acquired upon exercise of options granted in
the future are deemed to be offered at $13.8125 per share, the average of
the daily high and low sales prices of common stock of the Company on the
Nasdaq Stock Market at the close of trading as of January 13, 2000.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
Note: The document containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
(1) the description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A, dated May 4,
1999;
(2) Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999, and September 30, 1999;
(3) Registrant's Prospectus dated May 14, 1999 filed pursuant to Rule
424(b).
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the end of the fiscal year ended December 31,
1998 and prior to the filing of a post-effective amendment which indicates that
all Common Stock offered hereby has been sold or which deregisters all Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
into this registration statement and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any document which is
<PAGE>
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.
Hudson City Bancorp, Inc. will provide without charge to each
person to whom this Prospectus is delivered, upon request of any such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents). Written requests should be directed to
the Personnel Department, Hudson City Savings Bank, West 80 Century Road,
Paramus, New Jersey 07652. Telephone requests may be directed to (201) 967-1900.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL")
INTER ALIA, empowers a Delaware corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification (unless ordered by
a court) may be made only as authorized in each specific case by the corporation
upon a determination that indemnification is proper because the indemnitee has
met the applicable standard of conduct, which indemnification shall be made in
the case of a director or officer at the time of the determination by the
shareholders, disinterested directors or committee of disinterested directors or
by independent legal counsel in a written opinion.
Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him, an incurred by him in
any such
-2-
<PAGE>
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
Article IX of the Company's Certificate of Incorporation
provides that a director shall not be personally liable to the Company or its
stockholders for damages for breach of his fiduciary duty as a director, except
to the extent such exemption from liability or limitation thereof is expressly
prohibited by the DGCL. Article X of the Company's Certificate of Incorporation
requires the Company, among other things, to indemnify to the fullest extent
permitted by the DGCL, any person who is or was or has agreed to become a
director or officer of the Company, who was or is made a party to, or is
threatened to be made a party to, or has become a witness in, any threatened,
pending or completed action, suit or proceeding, including actions or suits by
or in the right of the Company, by reason of such agreement or service or the
fact that such person is, was or has agreed to serve as a director, officer,
employee or agent of another corporation or organization at the written request
of the Company.
Article X also empowers the Company to purchase and maintain
insurance to protect itself and its directors and officers, and those who were
or have agreed to become directors or officers, against any liability,
regardless of whether or not the Company would have the power to indemnify those
persons against such liability under the law or the provisions set forth in the
Certificate of Incorporation. The Company is also authorized by its Certificate
of Incorporation to enter into individual indemnification contracts with
directors and officers. The Company currently maintains directors' and officers'
liability insurance consistent with the provisions of the Certificate of
Incorporation.
The Company has entered into an Employment Agreement as of
July 13, 1999 among the Company, Hudson City Savings Bank, and each of Leonard
S. Gudelski, Ronald E. Hermance, Jr., and John M. Tassillo, pursuant to which it
has undertaken contractually to provide indemnification and insurance coverage
in the manner described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Hudson City Bancorp, Inc. 2000 Stock Option Plan
4.2 Hudson City Bancorp, Inc. 2000 Recognition and
Retention Plan
4.3 Form of Stock Option Agreement under the Hudson City
Bancorp, Inc. 2000 Stock Option Plan
4.4 Form of Restricted Stock Award Notice under the
Hudson City Bancorp, Inc. 2000 Recognition and
Retention Plan
-3-
<PAGE>
5 Opinion of Thacher Proffitt & Wood, counsel for
Registrant, as to the legality of the securities
being registered.
23.1 Consent of Thacher Proffitt & Wood (included in
Exhibit 5 hereof).
23.2 Consent of KPMG LLP.
ITEM 9. UNDERTAKINGS.
A. Rule 415 offering. The undersigned Registrant hereby
undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
-4-
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. Filings incorporating subsequent Exchange Act documents by
reference. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
C. Incorporated annual and quarterly reports. The undersigned
registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
D. Filing of registration on Form S-8. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant for expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Bergen, State of New Jersey on the 21st of January,
2000.
Hudson City Bancorp, Inc.
(Registrant)
By: /s/ Leonard S. Gudelski
--------------------------------------
Leonard S. Gudelski
Chairman of the Board, Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Leonard S. Gudelski Director, Chairman of the Board and January 21, 2000
- ---------------------------------------------- Chief Executive Officer (Principal
Leonard S. Gudelski Executive Officer)
Director, President, and Chief
/s/ Ronald E. Hermance, Jr. Operating Officer (Principal Financial January 21, 2000
- ---------------------------------------------- Officer) Director
Ronald E. Hermance, Jr.
/s/ Verne S. Atwater Director January 21, 2000
- ----------------------------------------------
Verne S. Atwater
/s/ John D. Birchby Director January 21, 2000
- ----------------------------------------------
John D. Birchby
/s/ Kenneth L. Birchby Director January 21, 2000
- ----------------------------------------------
Kenneth L. Birchby
/s/ Victoria H. Bruni Director January 21, 2000
- ----------------------------------------------
Victoria H. Bruni
/s/ William J. Cosgrove Director January 21, 2000
- ----------------------------------------------
William J. Cosgrove
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Andrew J. Egner, Jr. Director January 21, 2000
- ----------------------------------------------
Andrew J. Egner, Jr.
/s/ John W. Klie Director January 21, 2000
- ----------------------------------------------
John W. Klie
/s/ Donald O. Quest Director January 21, 2000
- ----------------------------------------------
Donald O. Quest
/s/ Arthur V. Wynne, Jr. Director January 21, 2000
- ----------------------------------------------
Arthur V. Wynne, Jr.
</TABLE>
-7-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Hudson City Bancorp, Inc. 2000 Stock Option Plan.
4.2 Hudson City Bancorp, Inc. 2000 Recognition and Retention Plan.
4.3 Form of Stock Option Agreement under the Hudson City Bancorp, Inc.
2000 Stock Option Plan.
4.4 Form of Restricted Stock Award Notice under the Hudson City Bancorp,
Inc. 2000 Recognition and Retention Plan.
5 Opinion of Thacher Proffitt & Wood, counsel for Registrant, as
to the legality of the securities being registered.
23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5 hereof).
23.2 Consent of KPMG LLP.
-8-
EXHIBIT 4.1
-----------
Hudson City Bancorp, Inc. 2000 Stock Option Plan.
<PAGE>
HUDSON CITY BANCORP, INC.
2000 STOCK OPTION PLAN
------------------------------
ADOPTED ON OCTOBER 14, 1999
EFFECTIVE AS OF JANUARY 13, 2000
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
ARTICLE I
PURPOSE
<S> <C> <C> <C>
SECTION 1.1 GENERAL PURPOSE OF THE PLAN............................................................1
ARTICLE II
DEFINITIONS
SECTION 2.1 BANK...................................................................................1
SECTION 2.2 BOARD..................................................................................1
SECTION 2.3 CHANGE IN CONTROL......................................................................1
SECTION 2.4 CODE...................................................................................3
SECTION 2.5 COMMITTEE..............................................................................3
SECTION 2.6 COMPANY................................................................................3
SECTION 2.7 DISABILITY.............................................................................3
SECTION 2.8 DISINTERESTED BOARD MEMBER.............................................................3
SECTION 2.9 EFFECTIVE DATE.........................................................................3
SECTION 2.10 ELIGIBLE DIRECTOR......................................................................3
SECTION 2.11 ELIGIBLE EMPLOYEE......................................................................3
SECTION 2.12 EMPLOYER...............................................................................3
SECTION 2.13 EXCHANGE ACT...........................................................................4
SECTION 2.14 EXERCISE PRICE.........................................................................4
SECTION 2.15 FAIR MARKET VALUE......................................................................4
SECTION 2.16 FAMILY MEMBER..........................................................................4
SECTION 2.17 FDIC REGULATIONS.......................................................................4
SECTION 2.18 INCENTIVE STOCK OPTION.................................................................4
SECTION 2.19 NON-PROFIT ORGANIZATION................................................................4
SECTION 2.20 NON-QUALIFIED STOCK OPTION.............................................................4
SECTION 2.21 OPTION.................................................................................5
SECTION 2.22 OPTION PERIOD..........................................................................5
SECTION 2.23 PERSON.................................................................................5
SECTION 2.24 PLAN...................................................................................5
SECTION 2.25 RETIREMENT.............................................................................5
SECTION 2.26 SHARE..................................................................................5
SECTION 2.27 TERMINATION FOR CAUSE..................................................................5
ARTICLE III
AVAILABLE SHARES
SECTION 3.1 AVAILABLE SHARES.......................................................................5
ARTICLE IV
ADMINISTRATION
SECTION 4.1 COMMITTEE..............................................................................6
SECTION 4.2 COMMITTEE ACTION.......................................................................6
(i)
<PAGE>
Page
SECTION 4.3 COMMITTEE RESPONSIBILITIES.............................................................7
ARTICLE V
STOCK OPTION GRANTS
SECTION 5.1 GRANT OF OPTIONS.......................................................................7
SECTION 5.2 SIZE OF OPTION.........................................................................8
SECTION 5.3 EXERCISE PRICE.........................................................................8
SECTION 5.4 OPTION PERIOD..........................................................................8
SECTION 5.5 REQUIRED REGULATORY PROVISIONS.........................................................9
SECTION 5.6 ADDITIONAL RESTRICTIONS ON INCENTIVE STOCK OPTIONS....................................10
ARTICLE VI
OPTIONS -- IN GENERAl
SECTION 6.1 METHOD OF EXERCISE....................................................................12
SECTION 6.2 LIMITATIONS ON OPTIONS................................................................13
ARTICLE VII
AMENDMENT AND TERMINATION
SECTION 7.1 TERMINATION...........................................................................13
SECTION 7.2 AMENDMENT.............................................................................14
SECTION 7.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS REORGANIZATION.................................14
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1 STATUS AS AN EMPLOYEE BENEFIT PLAN....................................................15
SECTION 8.2 NO RIGHT TO CONTINUED EMPLOYMENT......................................................15
SECTION 8.3 CONSTRUCTION OF LANGUAGE..............................................................15
SECTION 8.4 GOVERNING LAW.........................................................................15
SECTION 8.5 HEADINGS..............................................................................16
SECTION 8.6 NON-ALIENATION OF BENEFITS............................................................16
SECTION 8.7 TAXES.................................................................................16
SECTION 8.8 NOTICES...............................................................................16
SECTION 8.9 REQUIRED REGULATORY PROVISIONS........................................................17
SECTION 8.10 APPROVAL OF SHAREHOLDERS..............................................................17
ARTICLE IX
ADDITIONAL PROVISIONS SUBJECT TO FURTHER SHAREHOLDER APPROVAL
SECTION 9.1 ACCELERATED VESTING UPON RETIREMENT OR CHANGE IN CONTROL..............................17
SECTION 9.2 DISCRETION TO ESTABLISH VESTING SCHEDULES.............................................17
SECTION 9.3 NO EFFECT PRIOR TO SHAREHOLDER APPROVAL...............................................17
</TABLE>
(ii)
<PAGE>
HUDSON CITY BANCORP, INC. 2000 STOCK OPTION PLAN
------------------------------------------------
ARTICLE I
---------
PURPOSE
-------
SECTION 1.1 GENERAL PURPOSE OF THE PLAN.
The purpose of the Plan is to promote the growth and
profitability of Hudson City Bancorp, Inc., to provide eligible directors,
certain key officers and employees of Hudson City Bancorp, Inc. and its
affiliates with an incentive to achieve corporate objectives, to attract and
retain individuals of outstanding competence and to provide such individuals
with an equity interest in Hudson City Bancorp, Inc.
ARTICLE II
----------
DEFINITIONS
-----------
The following definitions shall apply for the purposes of this
Plan, unless a different meaning is plainly indicated by the context:
SECTION 2.1 BANK means Hudson City Savings Bank, a New Jersey
stock savings bank, and any successor thereto.
SECTION 2.2 BOARD means the board of directors of the Company.
SECTION 2.3 CHANGE IN CONTROL means any of the following
events:
(a) the consummation of a reorganization, merger or
consolidation of the Company with one or more other persons, other than
a transaction following which:
(i) at least 51% of the equity ownership interests of
the entity resulting from such transaction are beneficially
owned (within the meaning of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended ("Exchange Act"))
in substantially the same relative proportions by persons who,
immediately prior to such transaction, beneficially owned
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) at least 51% of the outstanding equity ownership
interests in the Company; and
(ii) at least 51% of the securities entitled to vote
generally in the election of directors of the entity resulting
from such transaction are beneficially owned (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) in
substantially the same relative proportions by persons who,
<PAGE>
-2-
immediately prior to such transaction, beneficially owned
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) at least 51% of the securities entitled to vote
generally in the election of directors of the Company;
(b) the acquisition of all or substantially all of the assets
of the Company or beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 25% or more of the
outstanding securities of the Company entitled to vote generally in the
election of directors by any person or by any persons acting in
concert;
(c) a complete liquidation or dissolution of the Company;
(d) the occurrence of any event if, immediately following such
event, at least 50% of the members of the Board of Directors of Hudson
City Bancorp, Inc. do not belong to any of the following groups:
(i) individuals who were members of the Board of
Directors of Hudson City Bancorp, Inc. on the Effective Date;
or
(ii) individuals who first became members of the
Board of Directors of Hudson City Bancorp, Inc. after the
Effective Date either:
(A) upon election to serve as a member of
the Board of Directors of Hudson City Bancorp, Inc.
by affirmative vote of three-quarters of the members
of such board, or of a nominating committee thereof,
in office at the time of such first election; or
(B) upon election by the shareholders of the
Company to serve as a member of such board, but only
if nominated for election by affirmative vote of
three-quarters of the members of the Board of
Directors of Hudson City Bancorp, Inc., or of a
nominating committee thereof, in office at the time
of such first nomination;
PROVIDED, HOWEVER, that such individual's election or
nomination did not result from an actual or threatened
election contest (within the meaning of Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents
(within the meaning of Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) other than by or on behalf
of the Board of Directors of Hudson City Bancorp, Inc.; or
(e) approval by the stockholders of the Company of any
agreement, plan or arrangement for the consummation of a transaction
which, if consummated, would result in the occurrence of an event
described in section 2.3(a), (b), (c) or (d); or
<PAGE>
-3-
(f) any event which would be described in section 2.3(a), (b),
(c), (d) or (e) if the term "Bank" were substituted for the terms
"Company" or "Hudson City Bancorp, Inc." therein.
In no event, however, shall a Change of Control be deemed to have occurred as a
result of any acquisition of securities or assets of the Company, the Bank, or a
subsidiary of either of them, by the Company, the Bank, or any subsidiary of
either of them, or by any employee benefit plan maintained by any of them. For
purposes of this section 2.3, the term "person" shall have the meaning assigned
to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
SECTION 2.4 CODE means the Internal Revenue Code of 1986
(including the corresponding provisions of any succeeding law).
SECTION 2.5 COMMITTEE means the Committee described in section
4.1.
SECTION 2.6 COMPANY means Hudson City Bancorp, Inc., a
corporation organized and existing under the laws of the State of Delaware, and
any successor thereto.
SECTION 2.7 DISABILITY means a condition of total incapacity,
mental or physical, for further performance of duty with the Company which the
Committee shall have determined, on the basis of competent medical evidence, is
likely to be permanent.
SECTION 2.8 DISINTERESTED BOARD MEMBER means a member of the
Board who (a) is not a current employee of the Company or a subsidiary, (b) is
not a former employee of the Company who receives compensation for prior
services (other than benefits under a tax-qualified retirement plan) during the
taxable year, (c) has not been an officer of the Company, (d) does not receive
remuneration from the Company or a subsidiary, either directly or indirectly, in
any capacity other than as a director except in an amount for which disclosure
would not be required pursuant to Item 404(a) of the proxy solicitation rules of
the Securities and Exchange Commission and (e) does not possess an interest in
any other transaction, and is not engaged in a business relationship, for which
disclosure would be required pursuant to Item 404(a) or (b) of the proxy
solicitation rules of the Securities and Exchange Commission. The term
Disinterested Board Member shall be interpreted in such manner as shall be
necessary to conform to the requirements of section 162(m) of the Code and Rule
16b-3 promulgated under the Exchange Act.
SECTION 2.9 EFFECTIVE DATE means January 13, 2000.
SECTION 2.10 ELIGIBLE DIRECTOR means a member of the board of
directors of an Employer who is not also an employee or an officer of any
Employer.
SECTION 2.11 ELIGIBLE EMPLOYEE means any employee whom the
Committee may determine to be a key officer or employee of an Employer and
select to receive a grant of an Option pursuant to the Plan.
SECTION 2.12 EMPLOYER means the Company, the Bank and any
successor thereto and, with the prior approval of the Board, and subject to such
terms and conditions as may be imposed by the Board, any other savings bank,
savings and loan association, bank, corporation,
<PAGE>
-4-
financial institution or other business organization or institution. With
respect to any Eligible Employer or Eligible Director, the Employer shall mean
the entity which employs such person or upon whose board of directors such
person serves.
SECTION 2.13 EXCHANGE ACT means the Securities Exchange
Act of 1934, as amended.
SECTION 2.14 EXERCISE PRICE means the price per Share at which
Shares subject to an Option may be purchased upon exercise of the Option,
determined in accordance with section 5.3.
SECTION 2.15 FAIR MARKET VALUE means, with respect to a Share
on a specified date:
(a) the final reported sales price on the date in question (or
if there is no reported sale on such date, on the last preceding date
on which any reported sale occurred) as reported in the principal
consolidated reporting system with respect to securities listed or
admitted to trading on the principal United States securities exchange
on which the Shares are listed or admitted to trading; or
(b) if the Shares are not listed or admitted to trading on any
such exchange, the closing bid quotation with respect to a Share on
such date on the National Association of Securities Dealers Automated
Quotations System, or, if no such quotation is provided, on another
similar system, selected by the Committee, then in use; or
(c) if sections 2.15(a) and (b) are not applicable, the fair
market value of a Share as the Committee may determine.
SECTION 2.16 FAMILY MEMBER means the spouse, parent, child or
sibling of an Eligible Director or Eligible Employee.
SECTION 2.17 FDIC REGULATIONS means the rules and regulations
of the Federal Deposit Insurance Corporation.
SECTION 2.18 INCENTIVE STOCK OPTION means a right to purchase
Shares that is granted to Eligible Employees pursuant to section 5.1, that is
designated by the Committee to be an Incentive Stock Option and that is intended
to satisfy the requirements of section 422 of the Code.
SECTION 2.19 NON-PROFIT ORGANIZATION means any organization
which is exempt from federal income tax under section 501(c)(3), (4), (5), (6),
(7), (8) or (10) of the Internal Revenue Code.
SECTION 2.20 NON-QUALIFIED STOCK OPTION means a right to
purchase Shares that is either (a) granted to an Eligible Director or (b)
granted to an Eligible Employee and either (i) is not designated by the
Committee to be an Incentive Stock Option, or (ii) does not satisfy the
requirements of section 422 of the Code.
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SECTION 2.21 OPTION means either an Incentive Stock Option or
a Non-Qualified Stock Option.
SECTION 2.22 OPTION PERIOD means the period during which an
Option may be exercised, determined in accordance with section 5.4.
SECTION 2.23 PERSON means an individual, a corporation, a
bank, a savings bank, a savings and loan association, a financial institution, a
partnership, an association, a joint-stock company, a trust, an estate, an
unincorporated organization and any other business organization or institution.
SECTION 2.24 PLAN means the Hudson City Bancorp, Inc. 2000
Stock Option Plan, as amended from time to time.
SECTION 2.25 RETIREMENT means with respect to any individual,
termination of all service for all Employers as a director, officer and
employee, at or after the normal or early retirement date set forth in any
tax-qualified retirement plan of the Bank, whether or not the individual in
question actually participates in any such tax-qualified plan of the Bank.
SECTION 2.26 SHARE means a share of Common Stock, par value
$.01 per share, of Hudson City Bancorp, Inc.
SECTION 2.27 TERMINATION FOR CAUSE means termination of
service or removal from office with the Employer upon the occurrence of any of
the following: (a) the individual intentionally engages in dishonest conduct in
connection with his performance of services for the Employer resulting in his
conviction of a felony; (b) the individual is convicted of, or pleads guilty or
NOLO CONTENDERE to, a felony or any crime involving moral turpitude; (c) the
individual breaches his fiduciary duties to the Employer for personal profit; or
(d) the individual willfully breaches or violates any law, rule or regulation
(other than traffic violations or similar offenses), or final cease and desist
order in connection with his performance of services for the Employer.
ARTICLE III
AVAILABLE SHARES
SECTION 3.1 AVAILABLE SHARES.
(a) The maximum aggregate number of Shares with respect to
which Options may be granted at any time shall be equal to the excess of:
(i) 5,435,000 Shares; over
(ii) the sum of:
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(A) the number of Shares with respect to which
previously granted Options may then or may in the future be
exercised; plus
(B) the number of Shares with respect to which
previously granted Options have been exercised;
subject to adjustment pursuant to section 7.3.
(b) Options to purchase an aggregate maximum of 1,630,500
Shares (subject to adjustment pursuant to section 7.3) may be granted to
Eligible Directors, and Options to purchase a maximum of 271,750 Shares (subject
to adjustment pursuant to section 7.3) may be granted to any one Eligible
Director.
(c) Options to purchase an aggregate maximum of 5,435,000
Shares (subject to adjustment pursuant to section 7.3) may be granted to
Eligible Employees, and Options to purchase a maximum of 1,358,750 Shares
(subject to adjustment pursuant to section 7.3) may be granted to any one
Eligible Employee.
(d) For purposes of this section 3.1, an Option shall not be
considered as having been exercised to the extent that such Option terminates by
reason other than the purchase of related Shares; PROVIDED, HOWEVER, that for
purposes of meeting the requirements of section 162(m) of the Code, no Eligible
Employee who is a covered employee (within the meaning of section 162(m) of the
Code) shall receive grants of Options for an aggregate number of Shares that is
in excess of the amount specified for him under this section 3.1, computed as if
any Option which is canceled or forfeited reduced the maximum number of Shares.
ARTICLE IV
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ADMINISTRATION
--------------
SECTION 4.1 COMMITTEE.
The Plan shall be administered by the members of the
Compensation Committee of Hudson City Bancorp, Inc. who are Disinterested Board
Members. If the Committee consists of fewer than two Disinterested Board
Members, then the Board shall appoint to the Committee such additional
Disinterested Board Members as shall be necessary to provide for a Committee
consisting of at least two Disinterested Board Members.
SECTION 4.2 COMMITTEE ACTION.
The Committee shall hold such meetings, and may make such
administrative rules and regulations, as it may deem proper. A majority of the
members of the Committee shall constitute a quorum, and the action of a majority
of the members of the Committee present at a meeting at which a quorum is
present, as well as actions taken pursuant to the unanimous written consent of
all of the members of the Committee without holding a meeting, shall be deemed
to be actions of the Committee. All actions of the Committee shall be final and
conclusive and shall be binding upon the Company and all other interested
parties. Any Person dealing with the Committee shall be fully protected in
relying upon any written notice, instruction, direction or other communication
signed by the Secretary of the Committee and one member of the Committee, by two
members of the Committee or by a representative of the Committee authorized to
sign the same in its behalf.
SECTION 4.3 COMMITTEE RESPONSIBILITIES.
Subject to the terms and conditions of the Plan and such
limitations as may be imposed by the Board, the Committee shall be responsible
for the overall management and administration of the Plan and shall have such
authority as shall be necessary or appropriate in order to carry out its
responsibilities, including, without limitation, the authority:
(a) to interpret and construe the Plan, and to determine all
questions that may arise under the Plan as to eligibility for
participation in the Plan, the number of Shares subject to the Options,
if any, to be granted, and the terms and conditions thereof;
(b) to adopt rules and regulations and to prescribe forms for
the operation and administration of the Plan; and
(c) to take any other action not inconsistent with the
provisions of the Plan that it may deem necessary or appropriate.
ARTICLE V
STOCK OPTION GRANTS
SECTION 5.1 GRANT OF OPTIONS.
(a) Subject to the limitations of the Plan, the Committee may,
in its discretion, grant to an Eligible Employee or an Eligible Director an
Option to purchase Shares. An Option for Eligible Employees must be designated
as either an Incentive Stock Option or a Non-Qualified Stock Option and, if not
designated as either, shall be a Non-Qualified Stock Option. An Option for an
Eligible Director shall be a Non-Qualified Stock Option.
(b) Any Option granted under this section 5.1 shall be
evidenced by a written agreement which shall:
(i) specify the number of Shares covered by the Option
determined in accordance with section 5.2;
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(ii) specify the Exercise Price, determined in accordance with
section 5.3, for the Shares subject to the Option;
(iii) specify the Option Period determined in accordance with
section 5.4;
(iv) set forth specifically or incorporate by reference the
applicable provisions of the Plan; and
(v) contain such other terms and conditions not inconsistent
with the Plan as the Committee may, in its discretion, prescribe with
respect to an Option granted to an Eligible Employee or an Eligible
Director.
SECTION 5.2 SIZE OF OPTION.
Subject to section 3.1 and such limitations as the Board may
from time to time impose, the number of Shares as to which an Eligible Employee
or Eligible Director may be granted Options shall be determined by the
Committee, in its discretion.
SECTION 5.3 EXERCISE PRICE.
The price per Share at which an Option granted to an Eligible
Employee or Eligible Director shall be determined by the Committee, in its
discretion; PROVIDED, HOWEVER, that the Exercise Price shall not be less than
the Fair Market Value of a Share on the date on which the Option is granted.
SECTION 5.4 OPTION PERIOD.
Subject to section 5.5, the Option Period during which an
Option granted to an Eligible Employee may be exercised shall commence on the
date specified by the Committee in the Option agreement and shall expire on the
date specified in the Option agreement or, if no date is specified, on the
earliest of:
(a) in the case of an Option granted to an Eligible
Employee:
(i) the close of business on the last day of the
three-month period commencing on the date of the Eligible
Employee's termination of employment with the Employer, other
than on account of death or Disability, Retirement or a
Termination for Cause;
(ii) the close of business on the last day of the
one-year period commencing on the date of the Eligible
Employee's termination of employment due to death, Disability
or Retirement;
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(iii) the date and time when the Eligible Employee
ceases to be an employee of the Employer due to a Termination
for Cause; and
(iv) the last day of the ten-year period commencing
on the date on which the Option was granted; and
(b) in the case of an Option granted to an Eligible Director:
(i) removal for cause in accordance with the
Employer's bylaws, or Termination for Cause; or
(ii) the last day of the ten-year period commencing
on the date on which the Option was granted.
SECTION 5.5 REQUIRED REGULATORY PROVISIONS.
Notwithstanding anything contained herein to the contrary:
(a) no Option shall be granted to an Eligible Employee or
Eligible Director under the Plan prior to shareholder approval in
accordance with section 8.10;
(b) subject to section 9.2, each Option granted to an Eligible
Employee or Eligible Director shall become exercisable no more rapidly
than as follows:
(i) prior to the first anniversary of the Effective
Date, an Option shall not be exercisable;
(ii) on and after the first anniversary, but prior to
the second anniversary, of the Effective Date, an Option may
be exercised as to a maximum of twenty percent (20%) of the
Shares subject to the Option when granted;
(iii) on and after the second anniversary, but prior
to the third anniversary, of the Effective Date, an Option may
be exercised as to a maximum of forty percent (40%) of the
Shares subject to the Option when granted, including in such
forty percent (40%) any optioned Shares purchased prior to
such second anniversary;
(iv) on and after the third anniversary, but prior to
the fourth anniversary, of the Effective Date, an Option may
be exercised as to a maximum of sixty percent (60%) of the
Shares subject to the Option when granted, including in such
sixty percent (60%) any optioned Shares purchased prior to
such third anniversary;
<PAGE>
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(v) on and after the fourth anniversary, but prior to
the fifth anniversary, of the Effective Date, an Option may be
exercised as to a maximum of eighty percent (80%) of the
Shares subject to the Option when granted, including in such
eighty percent (80%) any optioned Shares purchased prior to
such fourth anniversary; and
(vi) on and after the fifth anniversary of the
Effective Date and for the remainder of the Option Period, an
Option may be exercised as to the entire number of optioned
Shares not theretofore purchased;
PROVIDED, HOWEVER, that such an Option shall become fully exercisable,
and all optioned Shares not previously purchased shall become available
for purchase, on the date of the Option holder's death or Disability
while in the service of an Employer.
(c) The Option Period of any Option granted hereunder, whether
or not previously vested, shall be suspended as of the time and date at
which the Option holder has received notice from the Board that his or
her employment is subject to a possible Termination for Cause, or in
the case of an Eligible Director, removal for cause in accordance with
the Employer's by-laws. Such suspension shall remain in effect until
the Option holder receives official notice from the Board that he or
she has been cleared of any possible Termination for Cause, or in the
case of an Eligible Director, removal for cause, at which time, the
original Exercise Period shall be reinstated without any adjustment for
the intervening suspended period. In the event that the Option Period
under section 5.4 expires during such suspension, the Company shall pay
to the Eligible Employee, within 30 days after his reinstatement as an
employee of the Company, damages equal to the value of the expired
Options (based on the Fair Market Value of a Share as of the expiration
of the Option Period less the Exercise Price of such Options).
(d) No Option granted to an Eligible Employee or Eligible
Director hereunder, whether or not previously vested, shall be
exercised after the time and date at which the Option holder's services
with the Employer are terminated in a Termination for Cause, or, in the
case of an Eligible Director, removal for cause in accordance with the
Employer's by-laws.
SECTION 5.6 ADDITIONAL RESTRICTIONS ON INCENTIVE STOCK
OPTIONS.
An Option granted to an Eligible Employee designated by the
Committee to be an Incentive Stock Option shall be subject to the following
limitations:
(a) If, for any calendar year, the sum of (i) plus (ii)
exceeds $100,000, where (i) equals the Fair Market Value (determined as
of the date of the grant) of Shares subject to an Option intended to be
an Incentive Stock Option which first be come available for purchase
during such calendar year, and (ii) equals the Fair Market Value
(determined as of the date of grant) of Shares subject to any other
options intended to be Incentive Stock Options and previously granted
to the same
<PAGE>
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Eligible Employee which first become exercisable in such calendar year,
then that number of Shares optioned which causes the sum of (i) and
(ii) to exceed $100,000 shall be deemed to be Shares optioned pursuant
to a Non-Qualified Stock Option or Non-Qualified Stock Options, with
the same terms as the Option or Options intended to be an Incentive
Stock Option;
(b) The Exercise Price of an Incentive Stock Option granted to
an Eligible Employee who, at the time the Option is granted, owns
Shares comprising more than 10% of the total combined voting power of
all classes of stock of the Company shall not be less than 110% of the
Fair Market Value of a Share, and if an Option designated as an
Incentive Stock Option shall be granted at an Exercise Price that does
not satisfy this requirement, the designated Exercise Price shall be
observed and the Option shall be treated as a Non-Qualified Stock
Option;
(c) The Option Period of an Incentive Stock Option granted to
an Eligible Employee who, at the time the Option is granted, owns
Shares comprising more than 10% of the total combined voting power of
all classes of stock of the Company, shall expire no later than the
fifth anniversary of the date on which the Option was granted, and if
an Option designated as an Incentive Stock Option shall be granted for
an Option Period that does not satisfy this requirement, the designated
Option Period shall be observed and the Option shall be treated as a
Non-Qualified Stock Option;
(d) An Incentive Stock Option that is exercised during its
designated Option Period but more than:
(i) three (3) months after the termination of
employment with the Company, a parent or a subsidiary (other
than on account of disability within the meaning of section
22(e)(3) of the Code or death) of the Eligible Employee to
whom it was granted; and
(ii) one (1) year after such individual's termination
of employment with the Company, a parent or a subsidiary due
to disability (within the meaning of section 22(e)(3) of the
Code) or death;
may be exercised in accordance with the terms but shall at the time of
exercise be treated as a Non-Qualified Stock Option; and
(e) Except with the prior written approval of the Committee,
no individual shall dispose of Shares acquired pursuant to the exercise
of an Incentive Stock Option until after the later of (i) the second
anniversary of the date on which the Incentive Stock Option was
granted, or (ii) the first anniversary of the date on which the Shares
were acquired.
<PAGE>
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ARTICLE VI
OPTIONS -- IN GENERAl
SECTION 6.1 METHOD OF EXERCISE.
(a) Subject to the limitations of the Plan and the Option
agreement, an Option holder may, at any time during the Option Period, exercise
his or her right to purchase all or any part of the Shares to which the Option
relates; PROVIDED, HOWEVER, that the minimum number of Shares which may be
purchased at any time shall be 100, or, if less, the total number of Shares
relating to the Option which remain unpurchased. An Option holder shall exercise
an Option to purchase Shares by:
(i) giving written notice to the Committee, in such form
and manner as the Committee may prescribe, of his intent to exercise
the Option;
(ii) delivering to the Committee full payment, consistent with
section 6.1(b), for the Shares as to which the Option is to be
exercised; and
(iii) satisfying such other conditions as may be prescribed in
the Option agreement.
(b) The Exercise Price of Shares to be purchased upon exercise
of any Option shall be paid in full in cash (by certified or bank check or such
other instrument as the Company may accept) or, if and to the extent permitted
by the Committee, by one or more of the following: (i) in the form of Shares
already owned by the Option holder having an aggregate Fair Market Value on the
date the Option is exercised equal to the aggregate Exercise Price to be paid;
(ii) by requesting the Company to cancel without payment Options outstanding to
such Person for that number of Shares whose aggregate Fair Market Value on the
date of exercise, when reduced by their aggregate Exercise Price, equals the
aggregate Exercise Price of the Options being exercised; or (iii) by a
combination thereof. Payment for any Shares to be purchased upon exercise of an
Option may also be made by delivering a properly executed exercise notice to the
Company, together with a copy of irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds to pay the purchase
price. To facilitate the foregoing, the Company may enter into agreements for
coordinated procedures with one or more brokerage firms.
(c) When the requirements of section 6.1(a) and (b) have been
satisfied, the Committee shall take such action as is necessary to cause the
issuance of a stock certificate evidencing the Option holder's ownership of such
Shares. The Person exercising the Option shall have no right to vote or to
receive dividends, nor have any other rights with respect to the Shares, prior
to the date as of which such Shares are transferred to such Person on the stock
transfer records of the Company, and no adjustments shall be made for any
dividends or other rights for which the record date is prior to the date as of
which such transfer is effected, except as may be required under section 7.3.
<PAGE>
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SECTION 6.2 LIMITATIONS ON OPTIONS.
(a) An Option by its terms shall not be transferable by the
Option holder other than to Family Members or Non-profit Organizations or by
will or by the laws of descent and distribution and shall be exercisable, during
the lifetime of the Option holder, only by the Option holder, a Family Member or
a Non-profit Organization. Any such transfer shall be effected by written notice
to the Company given in such form and manner as the Committee may prescribe and
shall be recognized only if such notice is received by the Company prior to the
death of the person giving it. Thereafter, the transferee shall have, with
respect to such Option, all of the rights, privileges and obligations which
would attach thereunder to the transferor if the Option were issued to such
transferor. If a privilege of the Option depends on the life, employment or
other status of the transferor, such privilege of the Option for the transferee
shall continue to depend on the life, employment or other status of the
transferor. The Committee shall have full and exclusive authority to interpret
and apply the provisions of this Plan to transferees to the extent not
specifically described herein. Notwithstanding the foregoing, an Incentive Stock
Option is not transferable by an Eligible Employee other than by will or the
laws of descent and distribution, and is exercisable, during his lifetime,
solely by him.
(b) The Company's obligation to deliver Shares with respect to
an Option shall, if the Committee so requests, be conditioned upon the receipt
of a representation as to the investment intention of the Option holder to whom
such Shares are to be delivered, in such form as the Committee shall determine
to be necessary or advisable to comply with the provisions of applicable
federal, state or local law. It may be provided that any such representation
shall become inoperative upon a registration of the Shares or upon the
occurrence of any other event eliminating the necessity of such representation.
The Company shall not be required to deliver any Shares under the Plan prior to
(i) the admission of such Shares to listing on any stock exchange on which
Shares may then be listed, or (ii) the completion of such registration or other
qualification under any state or federal law, rule or regulation as the
Committee shall determine to be necessary or advisable.
ARTICLE VII
AMENDMENT AND TERMINATION
SECTION 7.1 TERMINATION.
The Board may suspend or terminate the Plan in whole or in
part at any time prior to the tenth anniversary of the Effective Date by giving
written notice of such suspension or termination to the Committee. Unless sooner
terminated, the Plan shall terminate automatically on the day preceding the
tenth anniversary of the Effective Date. In the event of any suspension or
termination of the Plan, all Options theretofore granted under the Plan that are
outstanding on the date of such suspension or termination of the Plan shall
remain outstanding and exercisable for the period and on the terms and
conditions set forth in the Option agreements evidencing such Options.
<PAGE>
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SECTION 7.2 AMENDMENT.
The Board may amend or revise the Plan in whole or in part at
any time; PROVIDED, HOWEVER, that, to the extent required to comply with section
162(m) of the Code, no such amendment or revision shall be effective if it
amends a material term of the Plan unless approved by the holders of a majority
of the votes cast on a proposal to approve such amendment or revision.
SECTION 7.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS
REORGANIZATION.
(a) In the event of any merger, consolidation, or other
business reorganization in which the Company is the surviving entity, and in the
event of any stock split, stock dividend or other event generally affecting the
number of Shares held by each Person who is then a holder of record of Shares,
the number of Shares covered by each outstanding Option and the number of Shares
available to any individual or group of individuals pursuant to section 3.1
shall be adjusted to account for such event. Such adjustment shall be effected
by multiplying such number of Shares by an amount equal to the number of Shares
that would be owned after such event by a Person who, immediately prior to such
event, was the holder of record of one Share, and the Exercise Price of the
Options shall be adjusted by dividing the Exercise Price by such number of
Shares; PROVIDED, HOWEVER, that the Committee may, in its discretion, establish
another appropriate method of adjustment.
(b) In the event of any merger, consolidation, or other
business reorganization in which the Company is not the surviving entity, any
Options granted under the Plan which remain outstanding shall be converted into
options to purchase voting common equity securities of the business entity which
survives such merger, consolidation or other business reorganization having
substantially the same terms and conditions as the outstanding Options under
this Plan and reflecting the same economic benefit (as measured by the
difference between the aggregate exercise price and the value exchanged for
outstanding Shares in such merger, consolidation or other business
reorganization), all as determined by the Committee prior to the consummation of
such merger; PROVIDED, HOWEVER, that the Committee may, at any time prior to the
consummation of such merger, consolidation or other business reorganization,
direct that all, but not less than all, outstanding Options be canceled as of
the effective date of such merger, consolidation or other business
reorganization in exchange for a cash payment per optioned Share equal to the
excess (if any) of the value exchanged for an outstanding Share in such merger,
consolidation or other business reorganization over the Exercise Price of the
Option being canceled.
<PAGE>
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ARTICLE VIII
------------
MISCELLANEOUS
-------------
SECTION 8.1 STATUS AS AN EMPLOYEE BENEFIT PLAN.
This Plan is not intended to satisfy the requirements for
qualification under section 401(a) of the Code or to satisfy the definitional
requirements for an "employee benefit plan" under section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended. It is intended to be a
non-qualified incentive compensation program that is exempt from the regulatory
require ments of the Employee Retirement Income Security Act of 1974, as
amended. The Plan shall be construed and administered so as to effectuate this
intent.
SECTION 8.2 NO RIGHT TO CONTINUED EMPLOYMENT.
Neither the establishment of the Plan nor any provisions of
the Plan nor any action of the Board or the Committee with respect to the Plan
shall be held or construed to confer upon any Eligible Director or Eligible
Employee any right to a continuation of his or her position as a director or
employee of the Company. The Employers reserve the right to remove any Eligible
Director or dismiss any Eligible Employee or otherwise deal with any Eligible
Director or Eligible Employee to the same extent as though the Plan had not been
adopted.
SECTION 8.3 CONSTRUCTION OF LANGUAGE.
Whenever appropriate in the Plan, words used in the singular
may be read in the plural, words used in the plural may be read in the singular,
and words importing the masculine gender may be read as referring equally to the
feminine or the neuter. Any reference to an Article or section number shall
refer to an Article or section of this Plan unless otherwise indicated.
SECTION 8.4 GOVERNING LAW.
The Plan shall be construed, administered and enforced
according to the laws of the State of New Jersey without giving effect to the
conflict of laws principles thereof, except to the extent that such laws are
preempted by federal law. The Plan shall be construed to comply with applicable
FDIC Regulations.
<PAGE>
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SECTION 8.5 HEADINGS.
The headings of Articles and sections are included solely for
convenience of reference. If there is any conflict between such headings and the
text of the Plan, the text shall control.
SECTION 8.6 NON-ALIENATION OF BENEFITS.
The right to receive a benefit under the Plan shall not be
subject in any manner to anticipation, alienation or assignment, nor shall such
right be liable for or subject to debts, contracts, liabilities, engagements or
torts.
SECTION 8.7 TAXES.
The Company shall have the right to deduct from all amounts
paid by the Company in cash with respect to an Option under the Plan any taxes
required by law to be withheld with respect to such Option. Where any Person is
entitled to receive Shares pursuant to the exercise of an Option, the Company
shall have the right to require such Person to pay the Company the amount of any
tax which the Company is required to withhold with respect to such Shares, or,
in lieu thereof, to retain, or to sell without notice, a sufficient number of
Shares to cover the minimum amount re quired to be withheld.
SECTION 8.8 NOTICES.
Any communication required or permitted to be given under the
Plan, including any notice, direction, designation, comment, instruction,
objection or waiver, shall be in writing and shall be deemed to have been given
at such time as it is delivered personally or five (5) days after mailing if
mailed, postage prepaid, by registered or certified mail, return receipt
requested, addressed to such party at the address listed below, or at such other
address as one such party may by written notice specify to the other party:
(a) If to the Committee:
Hudson City Bancorp, Inc.
West 80 Century Road
Paramus, New Jersey 07652-1473
Attention: Corporate Secretary
(b) If to an Option holder, to the Option holder's address as
shown in the Employer's records.
<PAGE>
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SECTION 8.9 REQUIRED REGULATORY PROVISIONS.
The grant and settlement of Options under this Plan shall be
conditioned upon and subject to compliance with section 18(k) of the Federal
Deposit Insurance Act, 12 U.S.C. 1828(k), and the rules and regulations
promulgated thereunder.
SECTION 8.10 APPROVAL OF SHAREHOLDERS.
The Plan shall not be effective or implemented prior to July
13, 2000 unless approved by the holders of a majority of the total votes
eligible to be cast at any duly called annual or special meeting of the Company,
in which case the Plan shall be effective as of the later of (a) January 13,
2000 or (b) the date of such approval. If not effective prior to such one year
anniversary, the Plan shall be effective on such later date as is specified by
the Board. No Option shall be granted prior to the date on which the Plan
becomes effective.
ARTICLE IX
----------
ADDITIONAL PROVISIONS SUBJECT TO FURTHER SHAREHOLDER APPROVAL
-------------------------------------------------------------
SECTION 9.1 ACCELERATED VESTING UPON RETIREMENT OR
CHANGE IN CONTROL.
Notwithstanding anything in the Plan to the contrary, but
subject to section 9.3: (a) in the event that any Option holder terminates
service with the Employer and such termination constitutes a Retirement, all
Options outstanding to such holder on the date of his Retirement shall, to the
extent not already exercisable, become exercisable upon Retirement; and (b) in
the event of a Change in Control, all Options outstanding under the Plan on the
date of the Change in Control shall, to the extent not already exercisable,
become exercisable on the date of the Change in Control.
SECTION 9.2 DISCRETION TO ESTABLISH VESTING SCHEDULES.
Notwithstanding anything in the Plan to the contrary, but
subject to section 9.3, section 5.5(b) shall apply in determining the
exercisability of Options granted to Eligible Employees only if no different
vesting schedule is established by the Committee and specified in the agreement
evidencing an outstanding Option.
SECTION 9.3 NO EFFECT PRIOR TO SHAREHOLDER APPROVAL.
Notwithstanding anything contained in this Article IX to the
contrary, the provisions of this Article IX shall not be applied, and shall be
of no force or effect, unless and until the shareholders of the Company shall
have approved such provisions by affirmative vote of the holders of a majority
of the Shares represented in person or by proxy and entitled to vote at a
meeting of shareholders duly called and held after July 13, 2000.
EXHIBIT 4.2
-----------
Hudson City Bancorp, Inc. 2000 Recognition and Retention Plan.
<PAGE>
Hudson City Bancorp, Inc.
2000 Recognition and Retention Plan
______________________________
Adopted on October 14, 1999
Effective as of January 13, 2000
<PAGE>
HUDSON CITY BANCORP, INC.
2000 RECOGNITION AND RETENTION PLAN
ARTICLE I
PURPOSE
Section 1.1 General Purpose of the Plan..................................1
ARTICLE II
DEFINITIONS
Section 2.1 Award........................................................1
Section 2.2 Award Notice.................................................1
Section 2.3 Bank.........................................................1
Section 2.4 Beneficiary..................................................1
Section 2.5 Board........................................................1
Section 2.6 Change of Control............................................2
Section 2.7 Code.........................................................3
Section 2.8 Committee....................................................3
Section 2.9 Company......................................................3
Section 2.10 Disability...................................................3
Section 2.11 Disinterested Board Member...................................3
Section 2.12 Effective Date...............................................4
Section 2.13 Eligible Director............................................4
Section 2.14 Eligible Employee............................................4
Section 2.15 Employer.....................................................4
Section 2.16 Exchange Act.................................................4
Section 2.17 FDIC Regulations.............................................4
Section 2.18 Person.......................................................4
Section 2.19 Plan.........................................................4
Section 2.20 Retirement...................................................4
Section 2.21 Share........................................................4
Section 2.22 Trust........................................................4
Section 2.23 Trust Agreement..............................................4
Section 2.24 Trust Fund...................................................5
Section 2.25 Trustee......................................................5
<PAGE>
ARTICLE III
SHARES AVAILABLE UNDER PLAN
Section 3.1 Shares Available Under Plan..................................5
ARTICLE IV
ADMINISTRATION
Section 4.1 Committee....................................................5
Section 4.2 Committee Action.............................................6
Section 4.3 Committee Responsibilities...................................6
ARTICLE V
THE TRUST FUND
Section 5.1 Contributions................................................6
Section 5.2 The Trust Fund...............................................7
Section 5.3 Investments..................................................7
ARTICLE VI
AWARDS
Section 6.1 To Eligible Directors........................................7
Section 6.2 To Eligible Employees........................................7
Section 6.3 Awards in General............................................8
Section 6.4 Share Allocations............................................8
Section 6.5 Dividend Rights..............................................8
Section 6.6 Voting Rights................................................9
Section 6.7 Tender Offers................................................9
Section 6.8 Limitations on Awards.......................................10
Article VII
Vesting
Section 7.1 Vesting of Awards...........................................11
Section 7.2 Designation of Beneficiary..................................11
Section 7.3 Manner of Distribution......................................12
<PAGE>
Section 7.4 Taxes.......................................................12
ARTICLE VIII
AMENDMENT AND TERMINATION
Section 8.1 Termination.................................................13
Section 8.2 Amendment...................................................13
Section 8.3 Adjustments in the Event of a Business Reorganization.......13
ARTICLE IX
MISCELLANEOUS
Section 9.1 Status as an Employee Benefit Plan..........................14
Section 9.2 No Right to Continued Employment............................14
Section 9.3 Construction of Language....................................14
Section 9.4 Governing Law...............................................14
Section 9.5 Headings....................................................14
Section 9.6 Non-Alienation of Benefits..................................15
Section 9.7 Notices.....................................................15
Section 9.8 Required Regulatory Provisions..............................15
Section 9.9 Approval of Shareholders....................................15
ARTICLE X
ADDITIONAL PROVISIONS SUBJECT TO FURTHER SHAREHOLDER APPROVAL
Section 10.1 Accelerated Vesting Upon Retirement or Change in Control....16
Section 10.2 Discretion to Establish Vesting Schedules...................16
Section 10.3 No Effect Prior to Stockholder Approval.....................16
<PAGE>
HUDSON CITY BANCORP, INC.
2000 RECOGNITION AND RETENTION PLAN
ARTICLE I
PURPOSE
SECTION 1.1 GENERAL PURPOSE OF THE PLAN.
The purpose of the Plan is to promote the growth and profitability of
Hudson City Bancorp, Inc. and its affiliated companies and to provide eligible
directors, certain key officers and employees of Hudson City Bancorp, Inc. and
its affiliated companies with an incentive to achieve corporate objectives, to
attract and retain directors, key officers and employees of outstanding
competence and to provide such directors, officers and employees with an equity
interest in Hudson City Bancorp, Inc. and its affiliated companies.
Article II
Definitions
The following definitions shall apply for the purposes of this Plan,
unless a different meaning is plainly indicated by the context:
SECTION 2.1 AWARD means a grant of Shares to an Eligible Director or
Eligible Employee pursuant to section 6.1 or 6.2.
SECTION 2.2 AWARD NOTICE means, with respect to a particular Award, a
written instrument signed by the Company and the Awards recipient evidencing the
granting of the Award and establishing the terms and conditions thereof.
SECTION 2.3 BANK means Hudson City Savings Bank, a New Jersey stock
savings bank, and any successor thereto.
SECTION 2.4 BENEFICIARY means the Person designated by an Eligible
Director or Eligible Employee pursuant to section 7.2, to receive distribution
of any Shares available for distribution to such Eligible Director or Eligible
Employee, in the event such Eligible Director or Eligible Employee dies prior to
receiving distribution of such Shares.
SECTION 2.5 BOARD means the Board of Directors of the Company.
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SECTION 2.6 CHANGE OF CONTROL means any of the following events:
(a) the consummation of a reorganization, merger or consolidation of
the Company with one or more other persons, other than a transaction
following which:
(i) at least 51% of the equity ownership interests of the entity
resulting from such transaction are beneficially owned (within the
meaning of Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act")) in substantially the same relative
proportions by persons who, immediately prior to such transaction,
beneficially owned (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) at least 51% of the outstanding equity ownership
interests in the Company; and
(ii) at least 51% of the securities entitled to vote generally in
the election of directors of the entity resulting from such
transaction are beneficially owned (within the meaning of Rule 13d-3
promulgated under the Exchange Act) in substantially the same relative
proportions by persons who, immediately prior to such transaction,
beneficially owned (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) at least 51% of the securities entitled to vote
generally in the election of directors of the Company;
(b) the acquisition of all or substantially all of the assets of the
Company or beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 25% or more of the outstanding
securities of the Company entitled to vote generally in the election of
directors by any person or by any persons acting in concert;
(c) a complete liquidation or dissolution of the Company;
(d) the occurrence of any event if, immediately following such event,
at least 50% of the members of the board of directors of the Company do not
belong to any of the following groups:
(i) individuals who were members of the board of directors of the
Company on the Effective Date; or
(ii) individuals who first became members of the board of
directors of the Company after the Effective Date either:
(A) upon election to serve as a member of the board of
Directors of the Company by affirmative vote of three-quarters of
the members of such board, or of a nominating committee thereof,
in office at the time of such first election; or
(B) upon election by the shareholders of the Company to
serve as a member of such board, but only if nominated for
election
<PAGE>
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by affirmative vote of three-quarters of the members of the board
of directors of the Company, or of a nominating committee
thereof, in office at the time of such first nomination;
PROVIDED, HOWEVER, that such individual's election or nomination did
not result from an actual or threatened election contest (within the
meaning of Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or
consents (within the meaning of Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) other than by or on behalf of the
board of directors of the Company;
(e) approval by the stockholders of the Company of any agreement, plan
or arrangement for the consummation of a transaction which, if consummated,
would result in the occurrence of an event described in section 2.6(a),
(b), (c) or (d); or
(f) any event which would be described in section 2.6(a), (b), (c),
(d) or (e) if the term "Bank" were substituted for the term "Company"
therein.
In no event, however, shall a Change of Control be deemed to have occurred as a
result of any acquisition of securities or assets of the Company, the Bank, or a
subsidiary of either of them, by the Company, the Bank, or any subsidiary of
either of them, or by any employee benefit plan maintained by any of them. For
purposes of this section 2.6, the term "person" shall have the meaning assigned
to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
SECTION 2.7 CODE means the Internal Revenue Code of 1986 (including
the corresponding provisions of any succeeding law).
SECTION 2.8 COMMITTEE means the Committee described in section 4.1.
SECTION 2.9 COMPANY means Hudson City Bancorp, Inc., a corporation
organized and existing under the laws of the State of Delaware, and any
successor thereto.
SECTION 2.10 DISABILITY means a condition of total incapacity, mental
or physical, for further performance of duty with the Company which the
Committee shall have determined, on the basis of competent medical evidence, is
likely to be permanent.
SECTION 2.11 DISINTERESTED BOARD MEMBER means a member of the Board
who (a) is not a current employee of the Company or a subsidiary, (b) does not
receive remuneration from the Company or a subsidiary, either directly or
indirectly, in any capacity other than as a director, except in an amount for
which disclosure would not be required pursuant to Item 404(a) of the proxy
solicitation rules of the Securities and Exchange Commission and (c) does not
possess an interest in any other transaction, and is not engaged in a business
relationship, for which disclosure would be required pursuant to Item 404(a) or
(b) of the proxy solicitation rules of the Securities and Exchange Commission.
The term Disinterested Board Member shall be interpreted in such manner as shall
be necessary to conform to the requirements of Rule 16b-3 promulgated under the
Exchange Act.
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SECTION 2.12 EFFECTIVE DATE means January 13, 2000.
SECTION 2.13 ELIGIBLE DIRECTOR means a member of the board of
directors of an Employer who is not also an employee of any Employer.
SECTION 2.14 ELIGIBLE EMPLOYEE means any employee whom the Committee
may determine to be a key officer or employee of the Employer and selects to
receive an Award pursuant to the Plan.
SECTION 2.15 EMPLOYER means the Company, the Bank and any successor
thereto and, with the prior approval of the Board of Directors of the Company,
and subject to such terms and conditions as may be imposed by the Board, any
other savings bank, savings and loan association, bank, corporation, financial
institution or other business organization or institution. With respect to any
Eligible Employee or Eligible Director, the Employer shall mean the entity which
employs such person or upon whose board of directors such person serves.
SECTION 2.16 EXCHANGE ACT means the Securities and Exchange Act of
1934, as amended.
SECTION 2.17 FDIC REGULATIONS means the rules and regulations of the
Federal Deposit Insurance Corporation.
SECTION 2.18 PERSON means an individual, a corporation, a bank, a
savings bank, a savings and loan association, a financial institution, a
partnership, an association, a joint-stock company, a trust, an estate, an
unincorporated organization and any other business organization or institution.
SECTION 2.19 PLAN means the Hudson City Bancorp, Inc. 2000 Recognition
and Retention Plan as amended from time to time.
SECTION 2.20 RETIREMENT means, with respect to any individual,
termination of all service for all Employers as a director, officer and employee
at or after the normal or early retirement date set forth in any tax-qualified
plan of the Bank, whether or not the individual in question actually
participates in any such tax-qualified plan of the Bank.
SECTION 2.21 SHARE means a share of common stock of Hudson City
Bancorp, Inc., par value $.01 per share.
SECTION 2.22 TRUST means the legal relationship created by the Trust
Agreement pursuant to which the Trustee holds the Trust Fund in trust. The Trust
may be referred to as the "Recognition and Retention Plan Trust of Hudson City
Bancorp, Inc."
SECTION 2.23 TRUST AGREEMENT means the agreement between Hudson City
Bancorp, Inc. and the Trustee therein named or its successor pursuant to which
the Trust Fund shall be held in trust.
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SECTION 2.24 TRUST FUND means the corpus (consisting of contributions
paid over to the Trustee, and investments thereof), and all earnings,
appreciations or additions thereof and thereto, held by the Trustee under the
Trust Agreement in accordance with the Plan, less any depreciation thereof and
any payments made therefrom pursuant to the Plan.
SECTION 2.25 TRUSTEE means the Trustee of the Trust Fund from time to
time in office. The Trustee shall serve as Trustee until it is removed or
resigns from office and is replaced by a successor Trustee or Trustees appointed
by Hudson City Bancorp, Inc.
ARTICLE III
SHARES AVAILABLE UNDER PLAN
SECTION 3.1 SHARES AVAILABLE UNDER PLAN.
(a) The maximum number of Shares available for Awards under the Plan
shall be 2,174,000, subject to adjustment pursuant to section 8.3.
(b) An aggregate maximum of 652,200 Shares (subject to adjustment
pursuant to section 8.3) may be granted as Awards to Eligible Directors, and a
maximum of 108,700 Shares (subject to adjustment pursuant to section 8.3) may be
granted as Awards to any one Eligible Director.
(c) An aggregate maximum of 2,174,000 Shares (subject to adjustment
pursuant to section 8.3) may be granted as Awards to Eligible Employees, and a
maximum of 543,500 Shares (subject to adjustment pursuant to section 8.3) may be
granted as Awards to any one Eligible Employee.
ARTICLE IV
ADMINISTRATION
SECTION 4.1 COMMITTEE.
The Plan shall be administered by the members of the Compensation
Committee of Hudson City Bancorp, Inc. who are Disinterested Board Members. If
the Committee consists of fewer than two Disinterested Board Members, then the
Board shall appoint to the Committee such additional Disinterested Board Members
as shall be necessary to provide for a Committee consisting of at least two
Disinterested Board Members.
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SECTION 4.2 COMMITTEE ACTION.
The Committee shall hold such meetings, and may make such
administrative rules and regulations, as it may deem proper. A majority of the
members of the Committee shall constitute a quorum, and the action of a majority
of the members of the Committee present at a meeting at which a quorum is
present, as well as actions taken pursuant to the unanimous written consent of
all of the members of the Committee without holding a meeting, shall be deemed
to be actions of the Committee. All actions of the Committee shall be final and
conclusive and shall be binding upon the Company and all other interested
parties. Any Person dealing with the Committee shall be fully protected in
relying upon any written notice, instruction, direction or other communication
signed by the Secretary of the Committee and one member of the Committee, by two
members of the Committee or by a representative of the Committee authorized to
sign the same in its behalf.
SECTION 4.3 COMMITTEE RESPONSIBILITIES.
Subject to the terms and conditions of the Plan and such limitations
as may be imposed by the Board, the Committee shall be responsible for the
overall management and administration of the Plan and shall have such authority
as shall be necessary or appropriate in order to carry out its responsibilities,
including, without limitation, the authority:
(a) to interpret and construe the Plan, and to determine all questions
that may arise under the Plan as to eligibility for Awards under the Plan,
the amount of Shares, if any, to be granted pursuant to an Award, and the
terms and conditions of such Award;
(b) to adopt rules and regulations and to prescribe forms for the
operation and administration of the Plan; and
(c) to take any other action not inconsistent with the provisions of
the Plan that it may deem necessary or appropriate.
ARTICLE V
THE TRUST FUND
SECTION 5.1 CONTRIBUTIONS.
Hudson City Bancorp, Inc. shall contribute, or cause to be
contributed, to the Trust, from time to time, such amounts of money or property
as shall be determined by the Board, in its discretion. No contributions by
Eligible Directors or Eligible Employees shall be permitted.
<PAGE>
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SECTION 5.2 THE TRUST FUND.
The Trust Fund shall be held and invested under the Trust Agreement
with the Trustee. The provisions of the Trust Agreement shall include provisions
conferring powers on the Trustee as to investment, control and disbursement of
the Trust Fund, and such other provisions not inconsistent with the Plan as may
be prescribed by or under the authority of the Board. No bond or security shall
be required of any Trustee at any time in office.
SECTION 5.3 INVESTMENTS.
The Trustee shall invest the Trust Fund in Shares and in such other
investments as may be permitted under the Trust Agreement, including savings
accounts, time or other interest bearing deposits in or other interest bearing
obligations of the Company, in such proportions as shall be determined by the
Committee; provided, however, that in no event shall the Trust Fund be used to
purchase more than 2,174,000 Shares (subject to adjustment pursuant to section
8.3). Notwithstanding the immediately preceding sentence, the Trustee may
temporarily invest the Trust Fund in short-term obligations of, or guaranteed
by, the U.S. Government or an agency thereof, or the Trustee may retain the
Trust Fund uninvested or may sell assets of the Trust Fund to provide amounts
required for purposes of the Plan.
ARTICLE VI
AWARDS
SECTION 6.1 TO ELIGIBLE DIRECTORS.
Subject to the limitations of the Plan and such limitations as the
Board may from time to time impose, the number of Shares as to which an Eligible
Director may be granted an Award shall be determined by the Committee in its
discretion; provided, however, that in no event shall the number of Shares
allocated to an Eligible Director in an Award exceed the number of Shares then
held in the Trust and not allocated in connection with other Awards.
SECTION 6.2 TO ELIGIBLE EMPLOYEES.
Subject to the limitations of the Plan and such limitations as the
Board may from time to time impose, the number of Shares as to which an Eligible
Employee may be granted an Award shall be determined by the Committee in its
discretion; provided, however, that in no event shall the number of Shares
allocated to an Eligible Employee in an Award exceed the number of Shares then
held in the Trust and not allocated in connection with other Awards.
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SECTION 6.3 AWARDS IN GENERAL.
Any Award shall be evidenced by an Award Notice issued by the
Committee to the Eligible Director or Eligible Employee, which notice shall:
(a) specify the number of Shares covered by the Award;
(b) specify the date of grant of the Award;
(c) specify the dates on which such Shares shall become vested; and
(d) contain such other terms and conditions not inconsistent with the
Plan as the Board or Committee may, in its discretion, prescribe.
SECTION 6.4 SHARE ALLOCATIONS.
Upon the grant of an Award to an Eligible Director or Eligible
Employee, the Committee shall notify the Trustee of the Award and of the number
of Shares subject to the Award. Thereafter, until such time as the Shares
subject to such Award become vested or are forfeited, the books and records of
the Trustee shall reflect that such number of Shares have been awarded to such
Award recipient.
SECTION 6.5 DIVIDEND RIGHTS.
(a) Unless the Committee determines otherwise with respect to any
Award and specifies such determination in the relevant Award Notice, any cash
dividends or distributions de clared and paid with respect to Shares subject to
the Award that are, as of the record date for such dividend, allocated to an
Eligible Director or Eligible Employee in connection with such Award shall be
promptly paid to and retained by such Eligible Director or Eligible Employee.
Any cash dividends declared and paid with respect to Shares that are not, as of
the record date for such dividend, allocated to any Eligible Director or
Eligible Employee in connection with any Award shall, at the direction of the
Committee, be held in the Trust or used to pay the administrative expenses of
the Plan, including any compensation due to the Trustee.
(b) Unless the Committee determines otherwise with respect to any
Award and specifies such determination in the relevant Award Notice, any
dividends or distributions declared and paid in property other than cash with
respect to Shares shall be subject to the same vesting and other restrictions as
the Shares to which the Award relates. Any such dividends declared and paid with
respect to Shares that are not, as of the record date for such dividend,
allocated to any Eligible Director or Eligible Employee in connection with any
Award shall, at the direction of the Committee, be held in the Trust or used to
pay the administrative expenses of the Plan, including any compensation due to
the Trustee or, in the case of a stock dividend, used for future Awards.
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SECTION 6.6 VOTING RIGHTS.
(a) Each Eligible Director or Eligible Employee to whom an Award has
been made that is not fully vested shall have the right to exercise, or direct
the exercise of, all voting rights appurtenant to unvested Shares related to
such Award. Such a direction for any Shares as to which the Eligible Director or
Eligible Employee is not the record owner shall be given by completing and
filing, with the inspector of elections, the Trustee or such other person who
shall be independent of the Company as the Committee shall designate in the
direction, a written direction in the form and manner prescribed by the
Committee. If no such direction is given by an Eligible Director or Eligible
Employee, then the voting rights appurtenant to the Shares allocated to him
shall not be exercised.
(b) To the extent that the Trust Fund contains Shares that are not
allocated in connection with an Award, all voting rights appurtenant to such
Shares shall be exercised by the Trustee in such manner as the Committee shall
direct to reflect the voting directions given by Eligible Directors or Eligible
Employees with respect to Shares allocated in connection with their Awards.
(c) The Committee shall furnish, or cause to be furnished, to each
Eligible Director or Eligible Employee who is not the record holder of the
Shares relating to his or her Award all annual reports, proxy materials and
other information furnished by Hudson City Bancorp, Inc., or by any proxy
solicitor, to the holders of Shares.
SECTION 6.7 TENDER OFFERS.
(a) Each Eligible Director or Eligible Employee to whom an Award has
been made that is not fully vested shall have the right to respond, or to direct
the response, with respect to the Shares related to such Award, to any tender
offer, exchange offer or other offer made to the holders of Shares. Such a
direction for any Shares as to which the Eligible Director or Eligible Employee
is not the record owner shall be given by completing and filing, with the
inspector of elections, the Trustee or such other person who shall be
independent of the Company as the Committee shall designate in the direction, a
written direction in the form and manner prescribed by the Committee. If no such
direction is given by an Eligible Director or Eligible Employee, then the Shares
shall not be tendered or exchanged.
(b) To the extent that the Trust Fund contains Shares that are not
allocated in connection with an Award, all responses to tender, exchange and
other offers appurtenant to such Shares shall be given by the Trustee in such
manner as the Committee shall direct to reflect the responses given by Eligible
Directors or Eligible Employees with respect to Shares allocated in connection
with their Awards.
(c) The Committee shall furnish, or cause to be furnished, to each
Eligible Director or Eligible Employee, all information furnished by the offeror
to the holders of Shares.
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SECTION 6.8 LIMITATIONS ON AWARDS.
(a) No Award shall be granted under the Plan prior to the later of the
date on which the Plan is approved by shareholders pursuant to section 9.9 or
January 13, 2000;
(b) No Award granted under the Plan shall become vested more rapidly
than under the following schedule:
(i) prior to January 20th following the first anniversary of the
Effective date on which the Plan is approved by shareholders pursuant to
section 9.9, no part of any Award shall be vested in the absence of the
death or Disability of the Award recipient;
(ii) on and after January 20th following the first anniversary of the
Effective Date and prior to January 20th following the second anniversary
of the Effective Date, an Award will be vested as to a maximum of twenty
percent (20%) of the Shares subject to the Award when granted in the
absence of the death or Disability of the Award recipient;
(iii) on and after January 20th following the second anniversary of
the Effective Date and prior to January 20th following the third
anniversary of the Effective Date, an Award may be vested as to a maximum
of forty percent (40%) of the Shares subject to the Award when granted in
the absence of the death or Disability of the Award recipient;
(iv) on and after January 20th following the third anniversary of the
Effective Date and prior to January 20th following the fourth anniversary
of the Effective Date, an Award may be vested as to a maximum of sixty
percent (60%) of the Shares subject to the Award when granted in the
absence of the death or Disability of the Award recipient;
(v) on and after January 20th following the fourth anniversary of the
Effective Date and prior to January 20th following the fifth anniversary of
the Effective Date, an Award may be vested as to a maximum of eighty
percent (80%) of the Shares subject to the Award when granted in the
absence of the death or Disability of the Award recipient; and
(vi) on and after January 20th following the fifth anniversary of the
date on which the Plan is approved by shareholders pursuant to section 9.9,
the Award may be vested as to one hundred percent (100%) of the Shares
subject to the Award when granted; and
(vii) an Award may become fully vested on the date of the Award
holder's death or Disability without regard to the time expired from and
after the Effective Date.
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(c) An Award by its terms shall not be transferable by the Eligible
Director or Eligible Employee other than by will or by the laws of descent and
distribution, and the Shares granted pursuant to such Award and held in the
Trust shall be distributable, during the lifetime of the Recipient, only to the
Recipient.
ARTICLE VII
VESTING
SECTION 7.1 VESTING OF AWARDS.
Subject to the terms and conditions of the Plan, unless otherwise
determined by the Committee and specified in the Award Notice relating to an
Award, Shares subject to each Award granted to an Eligible Director or Eligible
Employee under the Plan shall become vested as follows: (i) twenty percent (20%)
of such Shares shall become vested twenty (20) calendar days after the end of
the calendar quarter that includes the first anniversary of the date of grant;
(ii) an additional twenty percent (20%) of such Shares shall become vested
twenty (20) calendar days after the end of the calendar quarter that includes
the second anniversary of the date of grant; (iii) an additional twenty percent
(20%) of such Shares shall become vested twenty (20) calendar days after the end
of the calendar quarter that includes the third anniversary of the date of
grant; (iv) an additional twenty percent (20%) of such Shares shall become
vested twenty (20) calendar days after the end of the calendar quarter that
includes the fourth anniversary of the date of grant; (v) an additional twenty
percent (20%) of such Shares shall become vested twenty (20) calendar days after
the end of the calendar quarter that includes the fifth anniversary of the date
of grant; and provided, further, an Award shall become 100% vested upon the
Award recipient's death or Disability.
SECTION 7.2 DESIGNATION OF BENEFICIARY.
An Eligible Director or Eligible Employee who has received an Award
may designate a Beneficiary to receive any undistributed Shares that are, or
become, available for distribution on, or after, the date of his death. Such
designation (and any change or revocation of such designation) shall be made in
writing in the form and manner prescribed by the Committee. In the event that
the Beneficiary designated by an Eligible Director or Eligible Employee dies
prior to the Eligible Director or Eligible Employee, or in the event that no
Beneficiary has been designated, any undistributed Shares that are, or become,
available for distribution on, or after, the Eligible Director's or Eligible
Employee's death shall be paid to the executor or administrator of the Eligible
Director's or Eligible Employee's estate, or if no such executor or
administrator is appointed within such time as the Committee, in its sole
discretion, shall deem reasonable, to such one or more of the spouse and
descendants and blood relatives of such deceased person as the Committee may
select.
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SECTION 7.3 MANNER OF DISTRIBUTION.
(a) Except as provided in section 7.3(b), as soon as practicable
following the date any Shares granted pursuant to an Award become vested
pursuant to sections 7.1, the Committee shall take such actions as are necessary
to cause the transfer of record ownership of the Shares that have become vested
from the Trustee to the Award holder and shall cause the Trustee to distribute
to the Award holder all property other than Shares then being held in connection
with the Shares being distributed.
(b) The Committee may, in its discretion, cause the transfer to an
Award recipient of record ownership of the Shares subject to such Award that
have not yet vested. Any such Shares shall be held in certificated form only,
and the certificate therefor shall bear the following or a substantially similar
legend:
The securities evidenced hereby are subject to the
terms of an Award Notice dated [date] between the
issuer and [name of Award recipient] pursuant to the
Hudson City Bancorp, Inc. 2000 Recognition and
Retention Plan, a copy of which is on file with the
issuer and may be inspected at the issuer's executive
offices at West 80 Century Road, Paramus, New Jersey.
No sale, transfer, hypothecation or other disposition
of these securities may be made except in compliance
with the terms of such Award Notice and the terms of
the Plan.
(c) The Company's obligation to deliver Shares with respect to an
Award shall, if the Committee so requests, be conditioned upon the receipt of a
representation as to the investment intention of the Eligible Director or
Eligible Employee or Beneficiary to whom such Shares are to be delivered, in
such form as the Committee shall determine to be necessary or advisable to
comply with the provisions of applicable federal, state or local law. It may be
provided that any such representation shall become inoperative upon a
registration of the Shares or upon the occurrence of any other event eliminating
the necessity of such representation. The Company shall not be required to
deliver any Shares under the Plan prior to (i) the admission of such Shares to
listing on any stock exchange on which Shares may then be listed, or (ii) the
completion of such registration or other qualification under any state or
federal law, rule or regulation as the Committee shall determine to be necessary
or advisable.
SECTION 7.4 TAXES.
The Company, the Committee or the Trustee shall have the right to
require any person entitled to receive Shares pursuant to an Award to pay the
amount of any tax which is required to be withheld with respect to such Shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of Shares to cover the amount required to be withheld.
<PAGE>
-13-
ARTICLE VIII
AMENDMENT AND TERMINATION
SECTION 8.1 TERMINATION.
The Board may suspend or terminate the Plan in whole or in part at any
time by giving written notice of such suspension or termination to the
Committee; provided, however, that the Plan may not be terminated while there
are outstanding Awards that may thereafter become vested. Upon the termination
of the Plan, the Trustee shall make distributions from the Trust Fund in such
amounts and to such persons as the Committee may direct and shall return the
remaining assets of the Trust Fund, if any, to Hudson City Bancorp, Inc.
Section 8.2 Amendment.
The Board may amend or revise the Plan in whole or in part at any
time; provided, however, that no such amendment or revision shall alter the
stockholder approval standard set forth in Article X as a condition precedent to
the effectiveness of Article X or otherwise directly or indirectly give effect
to the substance of the provisions of Article X without compliance with the
stockholder approval requirement set forth therein.
SECTION 8.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS REORGANIZATION.
(a) In the event of any merger, consolidation, or other business
reorganization (including but not limited to a Change of Control) in which
Hudson City Bancorp, Inc. is the sur viving entity, and in the event of any
stock split, stock dividend or other event generally affecting the number of
Shares held by each person who is then a holder of record of Shares, the number
of Shares held or permitted to be held in the Trust Fund, the number of Shares
covered by outstanding Awards, and the number of Shares available as Awards in
total or to particular individuals or groups shall be adjusted to account for
such event. Such adjustment shall be effected by multiplying such number of
Shares by an amount equal to the number of Shares that would be owned after such
event by a person who, immediately prior to such event, was the holder of record
of one Share, unless the Committee, in its discretion, establishes another
appropriate method of adjustment.
(b) In the event of any merger, consolidation, or other business
reorganization (including but not limited to a Change of Control) in which
Hudson City Bancorp, Inc. is not the sur viving entity, the Trustee shall hold
in the Trust Fund any money, stock, securities or other property received by
holders of record of Shares in connection with such merger, consolidation, or
other business reorganization. Any Award with respect to which Shares had been
allocated to an Eligible Director or Eligible Employee shall be adjusted by
allocating to the Eligible Director or Eligible Employee receiving such Award
the amount of money, stock, securities or other property received by the Trustee
for the Shares allocated to such Eligible Director or Eligible Employee, and
such money, stock, securities or other property shall be subject to the same
terms and conditions of the Award that applied to the Shares for which it has
been exchanged.
<PAGE>
-14-
ARTICLE IX
MISCELLANEOUS
SECTION 9.1 STATUS AS AN EMPLOYEE BENEFIT PLAN.
This Plan is not intended to satisfy the requirements for
qualification under section 401(a) of the Code or to satisfy the definitional
requirements for an "employee benefit plan" under section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended. It is intended to be a
non-qualified incentive compensation program that is exempt from the regulatory
requirements of the Employee Retirement Income Security Act of 1974, as amended.
The Plan shall be construed and administered so as to effectuate this intent.
SECTION 9.2 NO RIGHT TO CONTINUED EMPLOYMENT.
Neither the establishment of the Plan nor any provisions of the Plan
nor any action of the Board or the Committee with respect to the Plan shall be
held or construed to confer upon any Eligible Director or Eligible Employee any
right to continue in the service of any Employer. The Employers reserve the
right to dismiss any Eligible Director or Eligible Employee or otherwise deal
with any Eligible Director or Eligible Employee to the same extent as though the
Plan had not been adopted.
SECTION 9.3 CONSTRUCTION OF LANGUAGE.
Whenever appropriate in the Plan, words used in the singular may be
read in the plural, words used in the plural may be read in the singular, and
words importing the masculine gender may be read as referring equally to the
feminine or the neuter. Any reference to an Article or section number shall
refer to an Article or section of this Plan unless otherwise indicated.
SECTION 9.4 GOVERNING LAW.
The Plan shall be construed and enforced in accordance with the laws
of the State of New Jersey without giving effect to the conflict of laws
principles thereof, except to the extent that such laws are preempted by the
federal laws of the United States of America. The Plan shall be construed to
comply with applicable FDIC Regulations.
SECTION 9.5 HEADINGS.
The headings of Articles and sections are included solely for
convenience of reference. If there is any conflict between such headings and the
text of the Plan, the text shall control.
<PAGE>
-15-
SECTION 9.6 NON-ALIENATION OF BENEFITS.
The right to receive a benefit under the Plan shall not be subject in
any manner to anticipation, alienation or assignment, nor shall such right be
liable for or subject to debts, contracts, liabilities, engagements or torts.
SECTION 9.7 NOTICES.
Any communication required or permitted to be given under the Plan,
including any notice, direction, designation, comment, instruction, objection or
waiver, shall be in writing and shall be deemed to have been given at such time
as it is personally delivered or 5 days after mailing if mailed, postage
prepaid, by registered or certified mail, return receipt requested, addressed to
such party at the address listed below, or at such other address as one such
party may by written notice specify to the other:
(a) If to the Committee:
Hudson City Bancorp, Inc.
West 80 Century Road
Paramus, New Jersey 07652-1473
Attention: Corporate Secretary
(b) If to an Eligible Director or Eligible Employee, to the Eligible
Director's or Eligible Employee's address as shown in the Employer's
records.
SECTION 9.8 REQUIRED REGULATORY PROVISIONS.
The making and payment of Awards under this Plan shall be conditioned
upon and subject to compliance with section 18(k) of the Federal Deposit
Insurance Act, 12 U.S.C. 1828(k), and the rules and regulations promulgated
thereunder.
SECTION 9.9 APPROVAL OF SHAREHOLDERS.
The Plan shall not be effective or implemented prior to July 13, 2000
unless approved by the holders of a majority of the total votes eligible to be
cast at any duly called annual or special meeting of the Company, in which case
the Plan shall be effective as of the later of (a) January 13, 2000 or (b) the
date of such approval. If not effective prior to such one year anniversary, the
Plan shall be effective on such later date as is specified by the Board. No
Award shall be made prior to the date on which the Plan becomes effective.
<PAGE>
-16-
ARTICLE X
ADDITIONAL PROVISIONS SUBJECT TO FURTHER SHAREHOLDER APPROVAL
SECTION 10.1 ACCELERATED VESTING UPON RETIREMENT OR CHANGE IN CONTROL.
Notwithstanding anything in the Plan to the contrary, but subject to
section 10.3, unless otherwise determined by the Committee and specified in the
Award Notice relating to an Award: (a) in the event that any Award Recipient
terminates service with the Employer and such termination constitutes a
Retirement, all Awards outstanding to such holder on the date of his Retirement
shall, to the extent not already vested, become vested upon Retirement; and (b)
in the event of a Change of Control, all Awards outstanding under the Plan on
the date of the Change of Control shall, to the extent not already vested,
become vested on the date of the Change of Control.
SECTION 10.2 DISCRETION TO ESTABLISH VESTING SCHEDULES.
Notwithstanding anything in the Plan to the contrary, but subject to
section 10.3, section 7.1 shall apply in determining the vesting of Awards only
if no different vesting schedule is established by the Committee and specified
in the Award Notice.
SECTION 10.3 NO EFFECT PRIOR TO STOCKHOLDER APPROVAL.
Notwithstanding anything contained in this Article X to the contrary,
the provisions of this Article X shall not be applied, and shall be of no force
or effect, unless and until the shareholders of the Company shall have approved
such provisions by affirmative vote of the holders of a majority of the Shares
represented in person or by proxy and entitled to vote at a meeting of
shareholders duly called and held after July 13, 2000.
EXHIBIT 4.3
-----------
Form of Stock Option Agreement under the Hudson City Bancorp, Inc. 2000 Stock
Option Plan.
HUDSON CITY BANCORP, INC.
2000 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
----------------------
- ----------------------------------- ----------------------------
NAME OF OPTIONEE SOCIAL SECURITY NUMBER
- --------------------------------------------------------------------------------
STREET ADDRESS
- --------------------- --------------------- --------------------
CITY STATE ZIP CODE
This Stock Option Agreement is intended to set forth the terms and conditions on
which a Stock Option has been granted under the Hudson City Bancorp, Inc. 2000
Stock Option Plan. Set forth below are the specific terms and conditions
applicable to this Stock Option. Attached as Exhibit A are its general terms and
conditions.
<TABLE>
<CAPTION>
=====================================================================================================
Option Grant (A) (B) (C) (D) (E)
=====================================================================================================
<S> <C> <C> <C> <C> <C>
Grant Date: 01/13/00 01/13/00 01/13/00 01/13/00 01/13/00
- -----------------------------------------------------------------------------------------------------
Class of Optioned Shares* Common Common Common Common Common
- -----------------------------------------------------------------------------------------------------
No. of Optioned Shares*
- -----------------------------------------------------------------------------------------------------
Exercise Price Per Share*
- -----------------------------------------------------------------------------------------------------
Option Type (ISO or NQSO)
- -----------------------------------------------------------------------------------------------------
VESTING
- -----------------------------------------------------------------------------------------------------
Earliest Exercise Date* 01/13/01 01/13/02 01/13/03 01/13/04 01/13/05
- -----------------------------------------------------------------------------------------------------
Option Expiration Date* 01/12/10 01/12/10 01/12/10 01/12/10 01/12/10
=====================================================================================================
</TABLE>
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, Hudson City Bancorp, Inc. (the "Company")
grants this Stock Option upon the specified terms and conditions, and the
Optionee acknowledges receipt of this Stock Option Agreement, including Exhibit
A, and agrees to observe and be bound by the terms and conditions set forth
herein and acknowledges receipt of a Prospectus dated January 20, 2000 for the
Hudson City Bancorp, Inc. 2000 Stock Option Plan.
HUDSON CITY BANCORP, INC. OPTIONEE
By
--------------------------------------- -----------------------------------
NAME:
TITLE: CHAIRMAN, COMPENSATION COMMITTEE
- --------------------------------------------------------------------------------
INSTRUCTIONS: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. An
option grant consists of a number of optioned shares with uniform terms and
conditions. Where options are granted on the same date with varying terms and
conditions (for example, varying exercise prices or earliest exercise dates),
the options should be recorded as a series of grants each with its own uniform
terms and conditions.
EXHIBIT 4.4
-----------
Form of Restricted Stock Award Notice under the Hudson City Bancorp, Inc. 2000
Recognition and Retention Plan.
<PAGE>
HUDSON CITY BANCORP, INC.
2000 RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AWARD NOTICE
-----------------------------
- ------------------------------------------ ----------------------------
NAME OF AWARD RECIPIENT SOCIAL SECURITY NUMBER
- --------------------------------------------------------------------------------
STREET ADDRESS
- ---------------------------------- ----------------- ------------------
CITY STATE ZIP CODE
This Restricted Stock Award Notice is intended to set forth the terms and
conditions on which an Award has been granted under the Hudson City Bancorp,
Inc. 2000 Recognition and Retention Plan. Set forth below are the specific terms
and conditions applicable to this Award. Attached as Exhibit A are its general
terms and conditions.
<TABLE>
<CAPTION>
================================================================================================
Restricted Stock Award (A) (B) (C) (D) (E)
================================================================================================
<S> <C> <C> <C> <C> <C>
Effective Date 01/13/00 01/13/00 01/13/00 01/13/00 01/13/00
- ------------------------------------------------------------------------------------------------
Class of Shares* Common Common Common Common Common
- ------------------------------------------------------------------------------------------------
No. of Awarded Shares*
- ------------------------------------------------------------------------------------------------
Type of Award (Escrow or
Legended Certificate)
- ------------------------------------------------------------------------------------------------
Vesting Date* 04/20/01 04/20/02 04/20/03 04/20/04 04/20/05
================================================================================================
</TABLE>
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, Hudson City Bancorp, Inc. (the "Company")
grants this Award upon the specified terms and conditions, and the Award
Recipient acknowledges receipt of this Restricted Stock Award Notice, including
Exhibit A, and agrees to observe and be bound by the terms and conditions set
forth herein and acknowledges receipt of a Prospectus dated January 21, 2000 for
the Hudson City Bancorp, Inc. 2000 Recognition and Retention Plan.
HUDSON CITY BANCORP, INC. AWARD RECIPIENT
By
--------------------------------------- ----------------------------------
NAME:
TITLE: CHAIRMAN, COMPENSATION COMMITTEE
INSTRUCTIONS: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. An
Award consists of shares granted with uniform terms and conditions. Where shares
granted under an Award are awarded on the same date with varying terms and
conditions (for example, varying vesting dates), the awards should be recorded
as a series of grants each with its own uniform terms and conditions.
EXHIBIT 5
---------
Opinion of Thacher Proffitt & Wood, counsel for Registrant, as to the legality
of the securities being registered.
<PAGE>
[LETTERHEAD OF THACHER PROFFITT & WOOD]
January 20, 2000
Hudson City Bancorp, Inc.
West 80 Century Road
Paramus, New Jersey 07652
Re: Hudson City Bancorp, Inc. 2000 Stock Option Plan
Dear Sirs:
We have acted as counsel for Hudson City Bancorp, Inc., a
Delaware corporation ("Corporation"), in connection with the filing of a
registration statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement"), with respect to 7,609,000 shares of its common
stock, par value $.01 per share ("Shares"), of which 5,435,000 Shares are
authorized but unissued Shares which have been reserved for issuance ("Original
Issue Shares") upon the exercise of options under the Hudson City Bancorp, Inc.
2000 Stock Option Plan ("Plan"). In rendering the opinion set forth below, we do
not express any opinion concerning law other than the federal law of the United
States and the corporate law of the States of New Jersey and Delaware.
We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments as we
have deemed necessary or advisable for purposes of this opinion. As to matters
of fact, we have examined and relied upon the Plan described above and, where we
have deemed appropriate, representations or certificates of officers of the
Corporation or public officials. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
documents submitted to us as copies.
Based on the foregoing, we are of the opinion that the
Original Issue Shares which are being registered pursuant to the Registration
Statement have been duly authorized and, when issued and paid for
<PAGE>
Hudson City Bancorp, Inc.
January 20, 2000 Page 2.
in accordance with the terms of the Plan, such Original Issue Shares will be
validly issued, fully paid and non-assessable.
In rendering the opinion set forth above, we have not passed
upon and do not purport to pass upon the application of "doing business" or
securities or "blue-sky" laws of any jurisdiction (except federal
securities law).
This opinion is given solely for the benefit of the
Corporation and purchasers of shares under the Plan, and no other person or
entity is entitled to rely hereon without express written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to our Firm's name therein.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ W. Edward Bright
EXHIBIT 23.2
------------
Consent of KPMG LLP
<PAGE>
Exhibit 23.2
Independent Auditors' Consent
-----------------------------
The Board of Directors
Hudson City Bancorp, Inc.:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 12, 1999 relating to the statements of
financial condition of Hudson City Savings Bank as of December 31, 1998 and 1997
and the related statements of income, changes in equity, and cash flows for each
of the years in the three-year period ended December 31, 1998, which report
appears in the Registration Statement/Prospectus on Form S-1 of Hudson City
Bancorp, Inc. dated May 14, 1999, incorporated by reference herein.
KPMG LLP
Short Hills, New Jersey
January 20, 2000
