TRUST AGREEMENT between HUDSON CITY SAVINGS BANK and BANKERS TRUST COMPANYTrust Agreement • May 21st, 1999 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New York
AGREEMENTEmployment Agreement • March 28th, 2002 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
AGREEMENTEmployment Agreement • May 7th, 1999 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
NON-STANDARDIZED ADOPTION AGREEMENT NO. 001 FOR USE WITH FIDELITY BASIC PLAN DOCUMENT NO. 12 ADOPTION AGREEMENT ARTICLE I NON-STANDARDIZED PROFIT SHARING PLANHudson City Bancorp Inc • February 25th, 2005 • Savings institutions, not federally chartered • Massachusetts
EXHIBIT 10.8 TWO YEAR CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 25th, 2005 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
1 LOAN AGREEMENT BY AND BETWEEN EMPLOYEE STOCK OWNERSHIP PLAN TRUST OF HUDSON CITY SAVINGS BANK ANDLoan Agreement • April 28th, 1999 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
BY AND AMONGEmployment Agreement • March 28th, 2002 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
AGREEMENTEmployment Agreement • February 25th, 2005 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
HUDSON CITY BANCORP, INC. 2004 EMPLOYMENT INDUCEMENT STOCK PROGRAM RONALD J. BUTKOVICH STOCK OPTION AGREEMENTOption Agreement • April 16th, 2004 • Hudson City Bancorp Inc • Savings institutions, not federally chartered
DENIS J. SALAMONE ------------------------------ ----------------------------------- Name Social Security NumberStock Option Agreement • March 28th, 2002 • Hudson City Bancorp Inc • Savings institutions, not federally chartered
EMPLOYMENT AGREEMENT between HUDSON CITY SAVINGS BANK and ANTHONY J. FABIANO Made and Entered into as of December 16, 2014Employment Agreement • December 22nd, 2014 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of December 16, 2014 between HUDSON CITY SAVINGS BANK, a savings bank organized and operating under the federal laws of the United States and having an office at West 80 Century Road, Paramus, New Jersey 07652-1473 (the “Bank”) and ANTHONY J. FABIANO, an individual residing at 77 Hamlin Road, Mahopac, New York 10541 (the “Executive”).
February 3, 1999 Board of Managers Hudson City Savings Bank W 80 Century Road Paramus, New Jersey 07652 Dear Members of the Board: This letter sets forth the agreement between Hudson City Savings Bank, Paramus, New Jersey ("Hudson City" or the...Hudson City Bancorp Inc • March 15th, 1999 • Savings institutions, not federally chartered
EMPLOYMENT AGREEMENT between HUDSON CITY BANCORP, INC. and ANTHONY J. FABIANO Made and Entered into as of December 16, 2014Employment Agreement • December 22nd, 2014 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of December 16, 2014 between HUDSON CITY BANCORP, INC., a business corporation organized and operating under the laws of the State of Delaware and having an office at West 80 Century Road, Paramus, New Jersey 07652-1473 (the “Company”) and ANTHONY J. FABIANO, an individual residing at 77 Hamlin Road, Mahopac, New York 10541 (the “Executive”).
EXHIBIT 10.22 HUDSON CITY SAVINGS BANK Post Retirement Death Benefit For Senior Officers (a form of Deferred Compensation) This Agreement entered into this 1st day of November 2001 between Hudson City Savings Bank, a corporation having its principal...Hudson City Bancorp Inc • February 25th, 2005 • Savings institutions, not federally chartered
EXHIBIT 10.21 HUDSON CITY SAVINGS BANK DEATH BENEFIT FOR SENIOR OFFICERS (a form of Deferred Compensation/Alternative to Post-Retirement Death Benefit for Senior Officers) This Agreement entered into this 18th day of February 1986 between Hudson City...Hudson City Bancorp Inc • February 25th, 2005 • Savings institutions, not federally chartered
Amended and Restated Employment Agreement between Hudson City Savings Bank and Denis J. Salamone Made and Entered into as of June 7, 2005Employment Agreement • March 16th, 2006 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
This Amended And Restated Employment Agreement (the “Agreement”) is made and entered into as of June 7, 2005 between Hudson City Savings Bank, a savings bank organized and operating under the federal laws of the United States and having an office at West 80 Century Road, Paramus, New Jersey 07652-1473 (the “Bank”) and Denis J. Salamone, an individual residing at 440 Hillcrest Road, Ridgewood, New Jersey 07450 (the “Executive”).
Amended and Restated Employment Agreement between Hudson City Bancorp, Inc. and Ronald E. Hermance Jr. Made and Entered into as of June 7, 2005Employment Agreement • March 16th, 2006 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
This Amended And Restated Employment Agreement (the “Agreement”) is made and entered into as of June 7, 2005 between Hudson City Bancorp, Inc., a business corporation organized and operating under the laws of the State of Delaware and having an office at West 80 Century Road, Paramus, New Jersey 07562-1473 (the “Company”) and Ronald E. Hermance Jr., an individual residing at 4634 Carlton Dunes 2, Fernandina Beach, Florida 32034 (the “Executive”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 15th, 2013 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New York
This Amendment No. 1 (this “Amendment”) to the Agreement and Plan of Merger, dated as of August 27, 2012 (the “Agreement”), is made and entered into as of April 13, 2013, by and among M&T Bank Corporation, a New York business corporation (“M&T”), Hudson City Bancorp, Inc., a Delaware corporation (“Hudson”), and Wilmington Trust Corporation, a Delaware corporation and direct, wholly owned Subsidiary of M&T (“Merger Sub”).
AGREEMENT AND PLAN OF MERGER by and among M&T BANK CORPORATION, HUDSON CITY BANCORP, INC. and WILMINGTON TRUST CORPORATION Dated as of August 27, 2012Agreement and Plan of Merger • August 31st, 2012 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New York
AGREEMENT AND PLAN OF MERGER, dated as of August 27, 2012 (this “Agreement”), by and among M&T Bank Corporation, a New York business corporation (“M&T”), Hudson City Bancorp, Inc., a Delaware corporation (“Hudson”) and Wilmington Trust Corporation, a Delaware corporation and direct, wholly owned Subsidiary of M&T (“Merger Sub”).
Amended and Restated Employment Agreement between Hudson City Bancorp, Inc. and Ronald E. Hermance Jr. Made and Entered into as of December 31, 2008Employment Agreement • February 27th, 2009 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
This Amended And Restated Employment Agreement (the “Agreement”) is made and entered into as of December 31, 2008 between Hudson City Bancorp, Inc., a business corporation organized and operating under the laws of the State of Delaware and having an office at West 80 Century Road, Paramus, New Jersey 07562-1473 (the “Company”) and Ronald E. Hermance Jr., an individual residing at 4634 Carlton Dunes 2, Fernandina Beach, Florida 32034 (the “Executive”).
Hudson City Bancorp, Inc. 2006 Stock Incentive Plan Retention Stock Option AgreementRetention Stock Option Agreement • May 7th, 2010 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
This Retention Stock Option Agreement is intended to set forth the terms and conditions on which a Retention Stock Option (an “Option”) has been granted under the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan (the “Plan”). Set forth below are the specific terms and conditions applicable to this Retention Stock Option. Attached as Exhibit A are its general terms and conditions.
AMENDED AND RESTATED TWO YEAR CHANGE OF CONTROL AGREEMENT by and among HUDSON CITY SAVING BANK, HUDSON CITY BANCORP, INC., and NAME Made and entered into as of December 31, 2008Change of Control Agreement • February 27th, 2009 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
This AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made and entered into as of December 31, 2008 by and among HUDSON CITY SAVINGS BANK, a savings bank organized and operating under the federal laws of the United States and having an office at West 80 Century Road, Paramus, New Jersey 07652-1473 (the “Bank”), HUDSON CITY BANCORP, INC., a business corporation organized and existing under the laws of the State of Delaware and having an office at West 80 Century Road, Paramus, New Jersey 07652-1473 (the “Company”) and , an individual residing at (the “Officer”).
PLEDGE AGREEMENT by and between EMPLOYEE STOCK OWNERSHIP PLAN TRUST of HUDSON CITY SAVINGS BANK and HUDSON CITY BANCORP, INC. Made and Entered Into as of June 21, 2005Pledge Agreement • March 16th, 2006 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
This PLEDGE AGREEMENT (“Pledge Agreement”) is made as of the 21st day of June, 2005, by and between the EMPLOYEE STOCK OWNERSHIP PLAN TRUST OF HUDSON CITY SAVINGS BANK, acting by and through its Trustee, GreatBanc Trust Company, a trust corporation organized under the laws of the State of Illinois and having an office at 45 Rockefeller Plaza, Suite 2055, New York, New York 10111-2000 (“Pledgor”), and Hudson City Bancorp, Inc., a corporation organized and existing under the laws of the State of Delaware, having an office at West 80 Century Road, Paramus, New Jersey 07652-1473 (“Pledgee”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 17th, 2013 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New York
This Amendment No. 2 (this “Amendment”) to the Agreement and Plan of Merger, dated as of August 27, 2012 and amended by Amendment No. 1 to Agreement and Plan of Merger (“Amendment No. 1”), dated as of April 13, 2013 (as amended, the “Agreement”), is made and entered into as of December 16, 2013, by and among M&T Bank Corporation, a New York business corporation (“M&T”), Hudson City Bancorp, Inc., a Delaware corporation (“Hudson”), and Wilmington Trust Corporation, a Delaware corporation and direct, wholly owned Subsidiary of M&T (“Merger Sub”).
Hudson City Bancorp, Inc. 2006 Stock Incentive Plan Performance Stock Option AgreementPerformance Stock Option Agreement • May 7th, 2010 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
This Performance Stock Option Agreement is intended to set forth the terms and conditions on which a Performance Stock Option (an “Option”) has been granted under the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan (the “Plan”). Set forth below are the specific terms and conditions applicable to this Performance Stock Option. Attached as Exhibit A are its general terms and conditions.
AMENDED AND RESTATED PLEDGE AGREEMENT by and between EMPLOYEE STOCK OWNERSHIP PLAN TRUST of HUDSON CITY SAVINGS BANK and HUDSON CITY BANCORP, INC. Made and Entered Into as of June 21, 2005Pledge Agreement • March 16th, 2006 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
This AMENDED AND RESTATED PLEDGE AGREEMENT (“Amended and Restated Pledge Agreement”) is made as of the 21st day of June, 2005, by and between the EMPLOYEE STOCK OWNERSHIP PLAN TRUST OF HUDSON CITY SAVINGS BANK, acting by and through its Trustee, GreatBanc Trust Company, a trust corporation organized under the laws of the State of Illinois and having an office at 45 Rockefeller Plaza, Suite 2055, New York, New York 10111-2000 (“Pledgor”), and Hudson City Bancorp, Inc., a corporation organized and existing under the laws of the State of Delaware, having an office at West 80 Century Road, Paramus, New Jersey 07652-1473 (“Pledgee”).
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 9th, 2014 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New York
This Amendment No. 3 (this “Amendment”) to the Agreement and Plan of Merger, dated as of August 27, 2012 and amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of April 13, 2013 and Amendment No. 2 to the Agreement and Plan of Merger (“Amendment No. 2”), dated as of December 16, 2013 (as amended, the “Agreement”), is made and entered into as of December 8, 2014, by and among M&T Bank Corporation, a New York business corporation (“M&T”), Hudson City Bancorp, Inc., a Delaware corporation (“Hudson”), and Wilmington Trust Corporation, a Delaware corporation and direct, wholly owned Subsidiary of M&T (“Merger Sub”).
Exhibit 1.2 HUDSON CITY BANCORP, INC. (a Delaware-chartered Stock Corporation) Up to 67,562,500 Shares (Subject to Increase Up to 77,696,875 Shares) COMMON STOCK ($.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT1 • April 28th, 1999 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
Hudson City Bancorp, Inc.Retention Stock Option Agreement • March 1st, 2007 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
This Retention Stock Option Agreement is intended to set forth the terms and conditions on which a Retention Stock Option (an “Option”) has been granted under the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan (the “Plan”). Set forth below are the specific terms and conditions applicable to this Option. Attached as Exhibit A are its general terms and conditions.
Hudson City Bancorp, Inc.Performance Stock Option Agreement • March 1st, 2007 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
This Performance Stock Option Agreement is intended to set forth the terms and conditions on which a Performance Stock Option (an “Option”) has been granted under the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan (the “Plan”). Set forth below are the specific terms and conditions applicable to this Performance Stock Option. Attached as Exhibit A are its general terms and conditions.
Hudson City Bancorp, Inc.Stock Option Agreement • March 1st, 2007 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
This Stock Option Agreement is intended to set forth the terms and conditions on which a Stock Option (an “Option”) has been granted under the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan. Set forth below are the specific terms and conditions applicable to this Option. Attached as Exhibit A are its general terms and conditions.
Loan Agreement by and between Employee Stock Ownership Plan Trust of Hudson City Savings Bank and Hudson City Bancorp, Inc. MADE AND ENTERED INTO AS OF JUNE 21, 2005Loan Agreement • August 9th, 2005 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
This Loan Agreement (“Loan Agreement”) is made and entered into as of the 21st day of June, 2005, by and between the Employee Stock Ownership Plan Trust of Hudson City Savings Bank (“Borrower”), a trust forming part of the Employee Stock Ownership Plan of Hudson City Savings Bank (“ESOP”), acting through and by its Trustee, GreatBanc Trust Company (“Trustee”), a trust corporation organized under the laws of the state of Illinois and having an office at 45 Rockefeller Plaza, Suite 2055, New York, New York, 10111-2000; and Hudson City Bancorp, Inc. (“Lender”), a corporation organized and existing under the laws of the state of Delaware, having an office at West 80 Century Road, Paramus, New Jersey 07652-1473.
Hudson City Bancorp, Inc. 2006 Stock Incentive Plan Stock Option Agreement for Non-Employee Directors (2010 and later)Incentive Plan • May 7th, 2010 • Hudson City Bancorp Inc • Savings institutions, not federally chartered • New Jersey
This Stock Option Agreement is intended to set forth the terms and conditions on which a Stock Option (an “Option”) has been granted under the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan. Set forth below are the specific terms and conditions applicable to this Option. Attached as Exhibit A are its general terms and conditions.
EXHIBIT 4.3 -----------Option Plan Stock Option Agreement • January 21st, 2000 • Hudson City Bancorp Inc • Savings institutions, not federally chartered
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.
October 9, 2014 Dear :Hudson City Bancorp Inc • November 7th, 2014 • Savings institutions, not federally chartered
As you are aware, Hudson City Bancorp, Inc. (the “Company”) has entered into an Agreement and Plan of Merger by and among M&T Bank Corporation, Hudson City Bancorp, Inc. and Wilmington Trust Corporation dated as of August 27, 2012, which has been amended by Amendment No. 1 to Agreement and Plan of Merger (“Amendment No. 1”), dated as of April 13, 2013, and Amendment No. 2 to Agreement and Plan of Merger (“Amendment No. 2”), dated as of December 16, 2013 (such agreement as amended, the “Merger Agreement”). The purpose of this letter is to (i) address changes to the Merger Agreement made by Amendment No. 2 relating to recognition of bonuses in the determination of severance; and (ii) make a technical correction.
