Hudson City Bancorp, Inc. 2006 Stock Incentive Plan Performance-Based Restricted Stock Award Notice

Exhibit 10.33

Hudson City Bancorp, Inc.
2006 Stock Incentive Plan
Performance-Based Restricted Stock Award Notice

Street Address

This Performance-Based Restricted Stock Award Notice is intended to set forth the terms and conditions on which a Performance-Based Restricted Stock Award 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 Performance-Based Restricted Stock Award. Attached as Exhibit A are its general terms and conditions.

By signing where indicated below, Hudson City Bancorp, Inc. (the “Company”) grants this Performance-Based Restricted Stock Award upon the specified terms and conditions, and the Award Recipient acknowledges receipt of this Performance-Based Restricted Stock Award Notice, including Exhibit A, and agrees to observe and be bound by the terms and conditions set forth herein.

Instructions : This Performance-Based Restricted Stock Award Notice should be completed by or on behalf of the Compensation Committee. Any blank space intentionally left blank should be crossed out. A Performance-Based Restricted Stock Award consists of shares granted with uniform terms and conditions. Where shares granted under a Performance-Based Restricted Stock 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 A

Hudson City Bancorp, Inc. 2006 Stock Incentive Plan

Performance-Based Restricted Stock Award Notice

General Terms and Conditions

      Section 1. Size and Type of Award . The shares of Common Stock, par value $.01 per share, of Hudson City Bancorp, Inc. (“Shares”) covered by this Performance-Based Restricted Stock Award (“Awarded Shares”) are listed on the Performance-Based Restricted Stock Award Notice. The Performance-Based Restricted Stock Award Notice designates the Awarded Shares as either “Escrow” or “Legended Certificate” or “DRS.”

      (a) Legended Certificate . If your Awarded Shares are designated “Legended Certificate,” a stock certificate evidencing the Awarded Shares will be issued in your name and held in escrow by the Committee or its designee (“Plan Trustee”). The stock certificate will bear a legend indicating that it is subject to all of the terms and conditions of this Performance-Based Restricted Stock Award Notice and the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan (“Plan”).

      (b) Escrow . If your Awarded Shares are designated “Escrow,” the Awarded Shares will be held in the name of the Plan Trustee on a pooled basis with other Awarded Shares that have been designated “Escrow.” You will not be permitted to elect to be taxed currently on the Fair Market Value of the Awarded Shares and instead will be subject to income tax on the Awarded Shares as and when they become vested.

      (c) DRS . If your Awarded Shares are designated “DRS,” your Awarded Shares are evidenced by a book entry on the Company’s stock transfer records maintained by its transfer agent’s in a direct registration system. The book entry will include a notation indicating that it is subject to all of the terms and conditions of this Performance-Based Restricted Stock Award Notice and the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan (“Plan”).

      Section 2. Vesting and Transfer Restrictions .

      (a) Vesting Dates . The Vesting Dates for your Awarded Shares are specified on the Performance-Based Restricted Stock Award Notice. On each Vesting Date, you will obtain nonforfeitable ownership of the Awarded Shares that vest on that Vesting Date.

      (b) Vesting Conditions Your Awarded Shares will be vested if and when you have satisfied BOTH of the following conditions:

     (i) You must remain in the continuous service of the Company, Hudson City Savings Bank or an affiliate of the Company by which you are employed (your “Employer”) through the Vesting Date shown in this Performance-Based Restricted Stock Agreement (“Service Conditions”).

     (ii) Any Performance Condition(s) specified in this Performance-Based Restricted Stock Agreement must be met as of end of the respective Performance Measurement Period(s) (“Performance Conditions”).

As a general rule, if you have satisfied BOTH the Service Conditions and the Performance Conditions, your right to the Awarded Shares will be nonforfeitable.

      (c) Accelerated Vesting . Your Awarded Shares that have not previously vested and that are scheduled to vest during the six-month period beginning on the date of your termination of service due to your death or Disability (as defined in the Plan), will become fully and immediately vested, without any further action on your part, upon your death or Disability before your termination of service with the Company. In addition, in the event of a Change in Control (as defined in the Plan) followed by your discharge without Cause (as defined in the Plan) or your resignation with Good Reason, your Awarded Shares will be fully and immediately vested on the date your employment with your Employer terminates. You will be considered to have Good Reason for a voluntary resignation if the effective date of resignation occurs within ninety (90) days after any of the following: (a) the failure of your Employer (whether by act or omission of its Board of Directors, or otherwise) to appoint or re-appoint or elect or re-elect you to the position(s) which you held immediately prior to the Change in Control (other than to any such position as an officer of its Board of Directors), or to a more senior office; (b) if you are or become a member of the Board of Directors of your Employer, the failure of the shareholders (whether in an election in which you stand as a nominee or in an election where you are not a nominee) to elect or re-elect you to membership at the expiration of your term of membership, unless such failure is a result of your refusal to stand for election; (c) a material failure by your Employer, whether by amendment of its certificate of incorporation or organization, by-laws, action of its Board of Directors or otherwise, to vest in you the functions, duties, or responsibilities prescribed in an employment or retention agreement (other than such functions, duties or responsibilities associated with a position as an officer of the Board of Directors); provided that you shall have

given notice of such failure to the Company and your Employer and your Employer has not fully cured such failure within thirty (30) days after such notice is deemed given; (d) any reduction of your rate of base salary in effect from time to time, whether or not material, or any failure (other than due to reasonable administrative error that is cured promptly upon notice) to pay any portion of your compensation as and when due; (e) any change in the terms and conditions of any compensation or benefit program in which you participate which, either individually or together with other changes, has a material adverse effect on the aggregate value of your total compensation package, disregarding for this purpose any change that results from an across-the-board reduction that affects all similarly situated employees in a similar manner; provided that you shall have given notice of such material adverse effect to the Company and your Employer, and your Employer has not fully cured such failure within thirty (30) days after such notice is deemed given; (f) any material breach by your Employer of any material term, condition or covenant contained in an employment or retention agreement; provided that you shall have given notice of such material breach to the Company and your Employer, and your Employer has not fully cured such failure within thirty (30) days after such notice is deeme