EX-10.1



 








Exhibit 10.1

Agreement between Hudson City Bancorp, Inc. and John M. Tassillo, Executive Vice-President and

Treasurer




June 5, 2007




Mr. Ronald E. Hermance, Jr.

Chairman and Chief Executive Officer

Hudson City Bancorp, Inc.

West 80 Century Road

Paramus, New Jersey




Dear Ron:





     This letter (the “Letter Agreement”) will confirm the discussions that we have had concerning
the beginning of transition in my status as an executive officer of Hudson City Savings Bank (the
“Bank”) and Hudson City Bancorp, Inc. (the “Company”) in contemplation of my eventual retirement.



     1. Resignation as Executive Officer. I hereby resign from my position as Executive Vice
President and Treasurer of the Bank and the Company, and from all other positions which I hold as
an officer of the Bank or the Company, effective at the close of business on June 8, 2007 (the
“Effective Date”). From and after the Effective Date, I will not have or exercise any of the
power, authority or discretion conferred on an officer of the Company or the Bank, including but
not limited to the power to sign documents and instruments or make policy decisions and the
authority to direct the activities of other personnel of the Bank or the Company.



     2. Transition Services. Following the Effective Time, I will continue as a non-officer
employee of the Company and the Bank. Effective beginning on the day after the Effective Date, I
will serve in the position of Senior Advisor to the Chief Executive Officer and will report to the
Chief Executive Officer. In this capacity, I will assist in an orderly transition to my successors
of my duties as Executive Vice President and Treasurer and will advise senior management on
strategic and operational matters concerning the Bank and the Company and their respective
businesses as the Chief Executive Officer or his designees may request.



     3. Effect on Employment Agreement. Section 3(a) the Employment Agreement between me and the
Bank made and entered into on June 7, 2005 (the “Bank Agreement”) and section 3(a) of the
Employment Agreement between me and the Company made and entered into on June 7, 2005 (the “Company
Agreement”) are each hereby amended, effective as of the Effective Date, to substitute the title
“Senior Advisor to the Chief Executive Officer” for the title “Executive Vice President and
Treasurer”
therein. We agree that such amendments and the change in duties and responsibilities resulting
from the change in my title and position shall not constitute a breach of the Bank Agreement by the
Bank or the Company Agreement by the Company or otherwise constitute grounds for me to resign with
good reason pursuant to section 13 of the Bank Agreement or the Company Agreement. We further
agree that the Employment Period provided under the Bank Agreement and the Company Agreement shall
not be extended beyond their current expiration dates, with the effect that Employment Period under
the Bank Agreement will



 









 







expire on June 7, 2009 and the Employment Period under the Company
Agreement will expire on the day before third anniversary of the Effective Date (as defined
herein). With the exception of the amendments set forth in this letter, the Bank Agreement and the
Company Agreement (including, but not limited to, those provisions relating to directors’ and
officers’ insurance coverage, indemnification rights and attorney fee reimbursement and the
survival of such items following the expiration of the applicable Employment Period) remain in full
force and effect notwithstanding the change in my status from that of executive officer to that of
a non-officer employee. We agree that this Letter Agreement constitutes the written instrument
required to amend the Bank Agreement and the Company Agreement and the written notice required to
discontinue automatic extensions of the Employment Period under the Company Agreement.



     If this Letter Agreement accurately reflects our discussions, kindly so indicate by
countersigning in the space provided below.



	 	 	 
	 

	 	Very truly yours,
	 
	 	 
	 

	 	/s/ John M. Tassillo
	 

	 	 
	 

	 	John M. Tassillo






Accepted and Agreed to:




	 	 	 	 	 
	Hudson City Savings Bank	 	 
	 
	 	 	 	 
	By:

	 	/s/ Ronald E. Hermance, Jr.
 

Ronald E. Hermance, Jr.
	 	 
	 

	 	Chairman, President & Chief Executive Officer	 	 
	 
	 	 	 	 
	Hudson City Bancorp,
Inc.

	 	 
	 
	 	 	 	 
	By:

	 	/s/ Ronald E. Hermance, Jr.
 

Ronald E. Hermance, Jr.
	 	 
	 

	 	Chairman, President & Chief Executive Officer