Hudson City Bancorp, Inc. 2006 Stock Incentive Plan Performance Stock Option Agreement

Exhibit 10.28

Hudson City Bancorp, Inc.

2006 Stock Incentive Plan

Performance Stock Option Agreement

Name:
Employee No:

Address:

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.

Option Grant
Grant Date		7/21/2006
Option Expiration Date*		7/20/2016
Class of Optioned Shares*		Common
No. of Optioned Shares*		«PERFORMANCE»
Exercise Price per Share*		$12.76
Option Type (ISO or NQSO)		NQSO
VESTING:
Earliest Exercise Date*		12/31/2008
Performance Condition(s)		See Appendix B to Exhibit A

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

Hudson City Bancorp, Inc.				Recipient
By
		Ronald E. Hermance, Jr.		«FIRST_NAME» «LAST_NAME»
		Chairman, President and CEO

EXHIBIT A

Hudson City Bancorp, Inc. 2006 Stock Incentive Plan

Performance Stock Option Agreement

General Terms and Conditions

      Section 1. Option Size and Type . The number of shares of Common Stock, par value $.01 per share ( A Shares @ ), that have been optioned to you is specified in this Performance Stock Option Agreement. If the ”Option Type’ shown for your Options is ”ISO”, then your Options have been designed with the intent that they qualify to the maximum permissible extent for the special tax benefits applicable to incentive stock options under the Internal Revenue Code of 1986. If the ”Option Type” shown for your Options is ”NQSO” or is blank, incentive stock option tax treatment is not applicable.

      Section 2. Exercise Price . The Exercise Price for your Options is the price per Share at which you may acquire the Shares that have been optioned to you and is specified in this Performance Stock Option Agreement. As a general rule, the Exercise Price for your Option will not change unless there is a stock split, stock dividend, merger or other major corporate event that justifies an adjustment under section 15.3 of the Plan.

      Section 3. Vesting .

      (a)  Vesting Conditions . You may not exercise your Options until they are vested. Your Options will be vested if and when you have satisfied BOTH of the following conditions:

	•		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 Earliest Exercise Date shown in this Performance Stock Option Agreement (“Service Conditions”).
	•		You must satisfy any Performance Condition(s) specified in this Performance Stock Option Agreement (“Performance Conditions”).

     As a general rule, if you have satisfied BOTH the Service Conditions and the Performance Conditions, you may acquire the Shares that have been optioned to you by exercising your Options. Otherwise, you may not. You exercise your Options by following exercise procedures prescribed by the Compensation Committee of the Company and available on request through the Company’s Human Resources Department.

      (b)  Accelerated Vesting . If your service terminates with your Employer due to your death or Disability (as defined in the Plan) within six (6) months prior to the Earliest Exercise Date, the Options that are scheduled to vest on the Earliest Exercise Date, will become fully and immediately vested, without any further action on your part, upon your death or Disability. In addition, in the event of 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 Options 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 deemed given; or (g) a change in your principal place of employment, without your consent, to a place that is not the principal executive office of your Employer or a relocation of your Employer’s principal executive office to a location that is both more than twenty-five (25) miles away from your principal residence and more than twenty-five (25) miles away from the location of your Employer’s principal executive office on the date of the Change in Control; or (h) if you are the Chief Executive Officer of the Company immediately prior to the Change in Control, any event or series of events that results in your ceasing to be the Chief Executive Officer (or most senior executive officer, however denominated) of a successor company (I) whose common equity securities are traded on a national securities exchange and (II) is the owner of 100% of the outstanding common stock of Hudson City Savings Bank or its successor and (III) is not controlled (within the meaning of the federal Change in Bank Control Act) by any other person or entity. You do not have to satisfy any Performance Conditions to qualify for accelerated vesting. Options that vest on an accelerated basis will, in general be exercisable as soon as they are vested.

      (c)  Forfeitures . When you terminate service, you will forfeit all Options that have not vested, and do not vest on an acc