Exhibit 10.33
 Hudson City Bancorp, Inc.  2006 Stock Incentive Plan  Performance-Based Restricted Stock Award Notice
 --Name of Award Recipient
    
    
    
    Social Security Number
 Street Address
 City
    
    
    
    State
    
    
    
    ZIP Code
  Performance-Based Restricted Stock
Award
    
    (A)
    
    (B)
    
    (C)Effective DateClass of Shares*
    
    Common
    
    Common
    
    CommonNo. of Awarded
Shares*Type of Award (DRS,
Escrow or Legended
Certificate)Performance Conditions*
    
    See Appendix B to
Exhibit A
    
    See Appendix B to
Exhibit A
    
    See Appendix B to
Exhibit AVesting Date*
    
    1/23/2010
    
    1/23/2011
    
    1/23/1012Transfer Restriction Date*
    
    1/23/2012
    
    1/23/2012
    
    1/23/2012
 
 *
    
    Subject to adjustment as provided in the Plan and Exhibit A.  Hudson City Bancorp, Inc.
    
    
    
    Award RecipientByName
    
    
    
    Print Name:Title:
 Instructions




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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 .
 (a) Legended Certificate
 (b) Escrow
 (c) DRS .
 Section 2. Vesting and Transfer Restrictions .
 (a) Vesting Dates .
 (b) Vesting Conditions BOTH
    (c) Accelerated Vesting .
 Page 1 of 3




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(d) Forfeitures .
 (e) Definition of Service .
 (f) Transfer Restrictions .
 (i) Unvested Shares .
 (ii) Vested Shares .
 (iii) Beneficiaries .
 (iv) Testamentary Transfers .
 Section 3 . Dividends
 Page 2 of 3




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Section 4. Voting Rights
 Section 5. Taxes .
 Section 6. Notices .
  
  Section 7. Successors and Assigns .
 Section 8. Construction of Language .
 Section 9. Governing Law .
 Section 10. Amendment .
 Section 11. Plan Provisions Control .
 Page 3 of 3




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Appendix A to Performance-Based Restricted Stock Award Notice
Hudson City Bancorp, Inc. 2006 Stock Incentive Plan
Beneficiary Designation Form  Performance-Based Restricted Stock Award
GENERAL
INFORMATION
Use this form to designate the Beneficiary(ies) who may receive Performance-Based Restricted
Stock Awards that become vested at your death.
Name of Person
Making Designation
Social Security Number _________
BENEFICIARY
DESIGNATION Complete sections A and B. If no percentage of shares is specified, each Beneficiary in
the same class (primary or contingent) shall have an equal share. If any designated Beneficiary
predeceases you, the shares of each remaining Beneficiary in the same class (primary or contingent)
shall be increased proportionately.
A. PRIMARY BENEFICIARY(IES). I hereby designate the following person as my primary Beneficiary
under the Plan, reserving the right to change or revoke this designation at any time prior to my
death as to all outstanding Awarded Shares:
Name Address Relationship Birthdate Share
%
%
%
Total = 100%
B. CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent
Beneficiary(ies) under the Plan to receive benefits only if all of my primary Beneficiaries should
predecease me, reserving the right to change or revoke this designation at any time prior to my
death as to all outstanding Awarded Shares:
Name Address Relationship Birthdate Share
%
%
%
Total = 100%
S
I
G
N H
E
R
E I understand that this Beneficiary Designation shall be effective only if properly completed and
received by the Corporate Secretary of Hudson City Bancorp, Inc. prior to my death, and that it is
subject to all of the terms and conditions of the Plan. I also understand that an effective
Beneficiary designation revokes my prior designation(s) with respect to all outstanding
Performance-Based Restricted Stock Awards.
Your Signature            Date
Internal Use Only
This Beneficiary Designation was received by the Corporate Secretary of Hudson City Bancorp, Inc.
on the date indicated.
By
Authorized Signature            Date
Comments




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Appendix B to Performance-Based Restricted Stock Award Notice  Hudson City Bancorp, Inc. 2006 Stock Incentive Plan
 Performance Vesting Conditions
 1. Performance Measurement Period.
 2. Performance Condition.