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Exhibit 10.28
 Hudson City Bancorp, Inc.
 2006 Stock Incentive Plan
 Performance Stock Option Agreement
 Name:  Employee No:
 Address:
  Option
GrantGrant Date
    
    7/21/2006Option Expiration Date*
    
    7/20/2016Class of Optioned Shares*
    
    CommonNo. of Optioned Shares*
    
    «PERFORMANCE»Exercise Price per Share*
    
    $12.76Option Type (ISO or NQSO)
    
    NQSOVESTING:Earliest Exercise Date*
    
    12/31/2008Performance Condition(s)
    
    See Appendix B to Exhibit A
 
 *
    
    Subject to adjustment as provided in the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan and
Exhibit A attached hereto.  Hudson City Bancorp, Inc.
    
    RecipientByRonald E. Hermance, Jr.
    
    «FIRST_NAME» «LAST_NAME»Chairman, President and CEO




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EXHIBIT A
 Hudson City Bancorp, Inc. 2006 Stock Incentive Plan
 Performance Stock Option Agreement
 General Terms and Conditions
 Section 1. Option Size and Type . A @
 Section 2. Exercise Price .
 Section 3. Vesting
 (a) Vesting Conditions . BOTH
 
    
    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).
  (b) Accelerated Vesting .




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(c) Forfeitures .
 (d) Definition of Service .
 Section 4. Exercise Period .
 (a) General .
      (b) Special Circumstances in which the Exercise Period Will Be Extended.
 rd th
 th
 (c) ISOs .
 Section 5. No Right to Continued Service .
 Section 6. Taxes .
 Section 7. Notices .




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Section 8. Restrictions on Transfer .
 Section 9. Successors and Assigns .
 Section 10. Construction of Language .
 Section 11. Governing Law .
 Section 12. Amendment .
 Section 13. Plan Provisions Control .




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Appendix A to Performance Stock Option Agreement
 Hudson City Bancorp, Inc.
 2006 Stock Incentive Plan
 Beneficiary Designation Form
  GENERAL
INFORMATION
    
    Use this form to designate the Beneficiary(ies) who will receive vested Performance Stock Options outstanding to you at the time of your death.Name of Person
Making Designation:
    
    Employee No.:BENEFICIARY 
DESIGNATION
    
    Complete sections A and B. If no percentage shares are 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(s) as my primary Beneficiary(ies), reserving the right to change or revoke this designation at any time prior to my death:
 Name
    
    Address
    
    Relationship
    
    Birth Date
    
    Share%%%Total = 100
    %
 B. CONTINGENT BENEFICIARY(IES)
 Name
    
    Address
    
    Relationship
    
    Birth Date
    
    Share%%%Total = 100
    %
 S
I
    
    H
E
    
    I understand that this Beneficiary Designation shall be effective only if properly completed and received by Hudson City Bancorp, Inc. prior to my death. I also understand that an effective
Beneficiary Designation revokes my prior designation(s) with respect to all stock options outstanding to me under the 2006 Stock Incentive Plan and any other prior or subsequent stock option plan,
program or arrangement of Hudson City Bancorp, Inc.G
    
    RN
    
    E
    
    Your Signature
    
    Date
 Internal Use Only
 This Beneficiary Designation was received by Hudson City
Bancorp, Inc. on the date indicated.
    
    
    CommentsAuthorized Signature
    
    Date




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Appendix B to Performance Stock Option Agreement
 Hudson City Bancorp, Inc.
 2006 Stock Incentive Plan
  1.
    
    Operating EfficiencyMeasurement Period:
    
    the period beginning July 1, 2006 and ending December 31, 2008Performance Criterion:
    
    the Companys Efficiency Ratio calculated quarterly on a consolidated
basis and equal to the ratio of (1) total non-interest expense to (2) the sum of
interest income plus total non-interest income, as reported in the Companys Selected
Financial RatiosPerformance Condition:
    
    the Companys average quarterly Efficiency Ratio for the Measurement
Period must be less than or equal to 30%2.
    
    Credit QualityMeasurement Period:
    
    the period beginning July 1, 2006 and ending December 31, 2008Performance Criterion:
    
    the Companys Credit Quality calculated quarterly on a consolidated
basis equal to the ratio of non-performing assets to total assets, determined on the
basis of generally accepted accounting principles consistently applied in the
preparation of the Companys financial statements as of July 21, 2006, as reported in
the Companys Selected Financial RatiosPerformance Condition:
    
    the Companys quarterly Credit Quality for the Measurement Period
must not exceed 15 basis points