Officers' Deferred Compensation Plan of Hudson City Bancorp, Inc

Exhibit 10.32

Officers’ Deferred Compensation Plan

of

Hudson City Bancorp, Inc.

Amended and Restated on December 31, 2008

TABLE OF CONTENTS

Officers’ Deferred Compensation Plan

of

Hudson City Bancorp, Inc.

Article I

Definitions

The following definitions shall apply for the purposes of this Plan unless a different meaning is clearly indicated by the context:

           Section 1.1 Acceleration Event means, with respect to a Participant, any of the events described in section 6.1 on the basis of which the Administrator may permit acceleration of the payment of the balance credited to the Participant’s Memorandum Account.

           Section 1.2 Administrator means any person, committee, corporation or organization appointed by the Committee to perform the responsibilities assigned to the Administrator hereunder.

           Section 1.3 Annual Incentive Compensation means an annual incentive award payable pursuant to an Annual Incentive Plan.

           Section 1.4 Annual Incentive Plan means the Executive Officers’ Annual Incentive Plan of Hudson City Bancorp, Inc. or the Annual Incentive Plan for Non-Executive Officers of Hudson City Bancorp, Inc.

           Section 1.5 Base Salary means the annual base salary payable to an Eligible Officer.

           Section 1.6 Beneficiary means the person or persons designated by a Participant under section 6.3 of the Plan.

           Section 1.7 Board means the Board of Directors of the Company.

           Section 1.8 Code means the Internal Revenue Code of 1986 (including the corresponding provisions of any succeeding law).

           Section 1.9 Company means Hudson City Bancorp, Inc. or any successor thereto.

           Section 1.10 Change in Control Event means, with respect to a Participant: (a) a change in ownership of the Participant’s Service Recipient; (b) a change in effective control of the Participant’s Service Recipient; or (c) a change in the ownership of a substantial portion of the assets of the Participant’s Service Recipient. The existence of a Change in Control Event shall be determined by the Administrator in accordance with section 409A of the Code and the regulations and other guidance issued thereunder.

           Section 1.11 Committee means the Compensation Committee of the Board.

           Section 1.12 Compensation means, during any period, the compensation payable to an Eligible Officer by any Participating Company that is reportable to the Internal Revenue Service as compensation for such period on Form W-2. Compensation shall include Base Salary, Annual Incentive Compensation, Option-Related Compensation and Equity Compensation. Compensation shall not include amounts that become payable under this Plan.

           Section 1.13 Deferred Compensation means the amount of Compensation that a Participant elects to defer pursuant to the terms of the Plan.

           Section 1.14 Disability means, with respect to a Participant, (a) any medically determinable physical or mental impairment which can be expected to result in death or to last for a continuous period of at least twelve (12) months and as a result of which either: (i) the Participant is unable to engage in any substantial gainful activity or (ii) the Participant has been receiving income replacement benefits for a period of at least three (3) months under an accident and health plan covering employees of the Participant’s employer or (b) a determination by the Social Security Administration of total disability. The existence of a Disability shall be determined by the Administrator in accordance with section 409A of the Code and the regulations and other guidance issued thereunder.

           Section 1.15 Effective Date means December 31, 2008.

           Section 1.16 Eligible Officer means an officer of any of the Participating Companies who is at the level of senior vice president or higher.

           Section 1.17 Equity Compensation means, with respect to any Eligible Officer, that portion of the Eligible Officer’s Compensation, other than Option-Related Compensation, that is paid to him in Shares or the amount of which is based upon the value, or increase in value, of a Share.

           Section 1.18 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 1.18(a) and (b) are not applicable, the fair market value of a Share as the Administrator may determine.

           Section 1.19 Investment Benchmark means a hypothetical investment classification in which a Participant’s Memorandum Account shall be deemed to be invested for

purposes of crediting or charging earnings, losses, appreciation or depreciation with respect to the Participant’s Memorandum Account, in accordance with section 3.2.

           Section 1.20 ISO Share means a Share acquired upon exercise of an incentive stock option (within the meaning of section 422 of the Code).

           Section 1.21 Memorandum Account means, with respect to a Participant, a bookkeeping account maintained by the Company to which is credited the amount of the Participant’s Deferred Compensation, together with any earnings and appreciation thereon, and against which are charged any losses, depreciation or distributions thereof, pursuant to Article III.

           Section 1.22 Memorandum Subaccount means, with respect to a Participant, a portion of the Participant’s Memorandum Account that is separately accounted for by the Company due to the application of unique provisions relating to the applicable distribution schedule or Investment Benchmark(s).

           Section 1.23 Option-Related Compensation means, with respect to an option to purchase Shares that is exercised by paying the entire exercise price therefore by actual or constructive delivery of Previously Acquired Shares, a number of Shares equal to the excess of (a) the total number of Shares as to which the option is exercised, over (b) the number of Shares actually or constructively delivered in payment of the exercise price and with respect to a stock appreciation right, the compensation that result from exercise of the stock appreciation right.

           Section 1.24 Participant means an Eligible Officer who has a Memorandum Account under the Plan.

           Section 1.25 Participating Company means the Company, Hudson City Savings Bank and any other company which, with the prior approval of the Board, may adopt this Plan.

           Section 1.26 Performance-Based Compensation means “performance-based compensation” within the meaning of section 409A of the Code and the regulations and other guidance issued thereunder.

           Section 1.27 Performance-Based Compensation Deferral Election Period means, with respect to any Performance-Based Compensation payable for any Service Period, the portion of the Service Period prior to the earlier of (a) the date that is one day less than six (6) months before the end of the Service Period to which such Performance-Based Compensation relates and (b) the date that such Performance-Based Compensation becomes both substantially certain to be paid and readily ascertainable; provided, however, that the Participant entitled to such Performance-Based Compensation performs services continuously from no later than the date on which the performance criteria are established through the date the initial deferral election is made.

           Section 1.28 Phantom Share means a unit of value that, on any relevant date, corresponds to the Fair Market Value of a Share.

           Section 1.29 Plan means the Officers’ Deferred Compensation Plan of Hudson City Bancorp, Inc.

           Section 1.30 Previously Acquired Share means, with respect to a Participant on any date: (a) a Share (other than an ISO Share) that was acquired by the Participant more than six (6) months prior to such date and has been held by the Participant continuously since such acquisition and (b) an ISO Share that was acquired by the Participant upon the exercise, at least one year prior to such date, of an incentive stock option (within the meaning of section 422 of the Code) that was granted to him at least two (2) years prior to such date and has been held by the Participant continuously since such acquisition.

           Section 1.31 Share means a share of Common Stock, par value $.01 per share, of the Company.

           Section 1.32 Separation from Service means, with respect to a Participant, the Participant’s separation from service within the meaning of section 409A of the Code and the regulations and other guidance issued thereunder.

           Section 1.33 Service Period means any period of at least one (1) year in respect of which Performance-Based Compensation is payable.

           Section 1.34 Service Recipient means with respect to a Participant on any date: (a) the corporation for which the Participant is performing services on such date; (b) all corporations that are liable to the Participant for the benefits due to him under the Plan; (c) a corporation that is a majority shareholder of a corporation described in section 1.35(a) or (b); or (d) any corporation in a chain of corporations each of which is a majority shareholder of another corporation in the chain, ending in a corporation described in section 1.35(a) or (b).

           Section 1.35 Unforeseeable Emergency means, with respect to a Participant, a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse or a dependent (within the meaning of section 152(e) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The existence of an Unforeseeable Emergency shall be determined by the Administrator in accordance with section 409A of the Code and the regulations and other guidance issued thereunder.

Article II

Participation

           Section 2.1 Election to Participate.

          (a) Any Eligible Officer may elect to become a Participant in the Plan by submitting to the Administrator a written election, on a form prescribed by the Administrator, to defer the receipt of all or any portion of his Compensation; provided, however, that no Participant shall be permitted to defer receipt of any amount that is required to be withheld and remitted to any federal, state or local taxing authority pursuant to any requirement for the

collection of tax at the source or that is required to fund any contribution or premium payment or co-payment required of the Participant as a condition of participation in any employee benefit plan maintained by the Company or any other Participating Company at the time the election is made. An Eligible Officer who elects to become a Participant may make separate deferral elections as to the amount or percentage (if any) of Base Salary, Annual Incentive Compensation, Equity Compensation and/or Option-Related Compensation to defer. The Administrator may deny participation to any Eligible Officer whose initial election to become a Participant does not contemplate the deferral of a minimum of such amount as the Administrator in his discretion may prescribe.

           Section 2.2 Election to Defer Base Salary.

          (a) An election to defer Base Salary shall specify the amount or percentage of each payment of Base Salary to be deferred. Any such election shall be made on or before the last day of any calendar year and shall be effective for Base Salary earned in respect of service performed in the calendar year following the calendar year in which such election is made and all subsequent calendar years unless the Participant’s status as an Eligible Officer ceases or the Participant elects a change in the rate of deferral pursuant to section 2.6 ; provided, however, that an initial election to defer Base Salary made by an Eligible Officer and filed with the Administrator during the thirty (30) day period immediately following the later of the Effective Date or the date the individual first becomes eligible to participate in the Plan shall take effect with the first payment of Base Salary that relates to service performed after such election is made, or such later date as the Eligible Officer shall specify in his election. An election (or deemed election if a Participant does not elect a change in the rate of deferral pursuant to section 2.6) to defer Base Salary shall be irrevocable as of the last day on which it may be made.

          (b) Acceptance of an election to defer Base Salary shall not be held or construed as a guarantee that any conditions precedent to the payment thereof (including but not limited to continued employment) will be met or the amount to be deferred will in fact be earned. In the event the dollar amount of Base Salary actually paid is less than the dollar amount for which a deferral election has been made, the election shall be deemed effective to defer the maximum permissible amount.

           Section 2.3 Election to Defer Annual Incentive Compensation.

          (a) An election to defer Annual Incentive Compensation shall specify the amount or percentage of the Annual Incentive Compensation to be deferred. Any such election shall be made:

     (i) If the Annual Incentive Compensation constitutes Performance-Based Compensation and the Administrator, in its sole discretion, permits, (A) during the Performance-Based Compensation Deferral Election Period, and shall be effective for Annual Incentive Compensation earned in respect of service performed during the Service Period in which it is made and all subsequent Service Periods unless the Participant’s status as an Eligible Officer ceases or the Participant elects a change in the rate of deferral pursuant to section 2.6; or (B) at any other time and/or under any other circumstances, and shall be effective for Annual Incentive Compensation earned in respect of service during the Service

Period immediately following the Service Period in which it is made and all subsequent Service Periods unless the Participant’s status as an Eligible Officer ceases or the Participant elects a change in the rate of deferral pursuant to section 2.6.

     (ii) In all other cases, on or before the last day of any calendar year and shall be effective for Annual Incentive Compensation earned in respect of service performed in the calendar year following the calendar year in which such election is made and all subsequent calendar years unless the Participant’s status as an Eligible Officer ceases or the Participant elects a change in the rate of deferral pursuant to section 2.6 ; provided, however, that an initial election to defer Annual Incentive Compensation made by an Eligible Officer and filed with the Administrator during the thirty (30) day period immediately following the later of the Effective Date or the date the individual first becomes eligible to participate in the Plan shall take effect with the first payment of Annual Incentive Compensation that relates to service performed after such election is made, or such later date as the Eligible Officer shall specify in his election.

An election (or deemed election if a Participant does not elect a change in the rate of deferral pursuant to section 2.6) to defer Annual Incentive Compensation shall be irrevocable as of the last day on which it may be made.

          (b) Acceptance of an election to defer Annual Incentive Compensation shall not be held or construed as a guarantee that any conditions precedent to the payment thereof (including but not limited to continued employment) will be met or the amount to be deferred will in fact be earned. In the event the dollar amount of Annual Incentive Compensation actually paid is less than the dollar amount for which a deferral election has been made, the election shall be deemed effective to defer the maximum permissible amount.

           Section 2.4 Election to Defer Equity Compensation.

          (a) An election to defer Equity Compensation shall specify the amount or percentage of the Equity Compensation to be deferred. Any such election shall be made:

     (i) If Equity Compensation constitutes Performance-Based Compensation and the Administrator, in its sole discretion, permits, (A) during the Performance-Based Compensation Deferral Election Period, and shall be effective for Equity Compensation earned in respect of service performed during the Service Period in which it is made and all subsequent Service Periods unless the Participant’s status as an Eligible Officer ceases or the Participant elects a change in the rate of deferral pursuant to section 2.6; or (B) at any other time and/or under any other circumstances, and shall be effective for Equity Compensation earned in respect of service during the Service Period immediately following the Service Period in which it is made and all subsequent Service Periods unless the Participant’s status as an Eligible Officer ceases or the Participant elects a change in the rate of deferral pursuant to section 2.6.

     (ii) In all other cases, on or before the last day of any calendar year and shall be effective for Equity Compensation awarded and earned in respect of service performed during the calendar year following the calendar year in which such election is made and all subsequent calendar years unless the Participant’s status as an Eligible Officer ceases or the Participant elects a change in the rate of deferral pursuant to section 2.6 ; provided, however, that an initial election to defer Equity Compensation made by an Eligible Officer and filed with the Administrator during the thirty (30) day period immediately following the later of the Effective Date or the date the individual first becomes eligible to participate in the Plan shall take effect with the first payment of Equity Compensation that relates to service performed after such election is made, or such later date as the Eligible Officer shall specify in his election.

An election (or deemed election if a Participant does not elect a change in the rate of deferral pursuant to section 2.6) to defer Equity Compensation shall be irrevocable as of the last day on which it may be made.

          (b) Acceptance of an election to defer Equity Compensation shall not be held or construed as a guarantee that any conditions precedent to the payment thereof (including but not limited to continued employment) will be met or the amount to be deferred will in fact be earned. In the event the dollar amount or value of Equity Compensation actually paid is less than the dollar amount for which a deferral election has been made, the election shall be deemed effective to defer the maximum permissible amount.

           Section 2.5 Election to Defer Option-Related Compensation.

          No person shall elect to defer Option-Related Compensation until such time as the Plan is amended to provide for such elections.

           Section 2.6 Changes in Participation.

          (a) An election by a Participant pursuant to section 2.2 shall continue in effect until termination of status as a Participant; provided, however, that the Participant may, one or more times, by written election filed with the Administrator, increase or decrease the portion of his Base Salary to be deferred, or discontinue such deferral altogether. Such election shall be effective for Base Salary payable for service rendered after the end of the calendar year in which such election is filed with the Administrator; provided, however, that if an election provides for the decrease or discontinuance of the Participant’s deferral of Base Salary and is made on account of an Acceleration Event, such election shall, to the extent permitted under section 409A of the Code, be effective with respect to Base Salary payable after the filing of such election.

          (b) An election by a Participant pursuant to section 2.3 shall continue in effect until termination of status as a Participant; provided, however, that the Participant may, one or more times, by written election filed with the Administrator, increase or decrease the portion of his Annual Incentive Compensation to be deferred, or discontinue such deferral altogether in accordance with the following:

     (i) If Annual Incentive Compensation constitutes Performance-Based Compensation and the Administrator, in its sole discretion, permits elections pursuant to section 2.3(a)(i), (A) an election that is made during a Performance-Based Compensation Deferral Election Period shall be effective commencing with Annual Incentive Compensation earned in respect of the Service Period in which it is filed with the Administrator; and (B) an election at any other time and/or under any other circumstances shall be effective commencing with Annual Incentive Compensation earned in respect of the Service Period following the Service Period in which it is filed with the Administrator; and

     (ii) In all other cases, an election shall be effective for Annual Incentive Compensation payable for service rendered after the end of the calendar year in which such election is filed with the Administrator;

provided, however, that if an election provides for the decrease or discontinuance of the Participant’s deferral of Annual Incentive Compensation and is made on account of an Acceleration Event, such election shall, to the extent permitted under section 409A of the Code, be effective with respect to Annual Incentive Compensation payable after the filing of such election.

          (c) An election by a Participant pursuant