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EXHIBIT 10.28
 Amended and Restated Loan Agreement
 by and between
 Employee Stock Ownership Plan Trust  of  Hudson City Savings Bank
 and
 Hudson City Bancorp, Inc.
 Made and Entered Into as of
June 21, 2005




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EXHIBIT
10.28
 TABLE OF CONTENTS
 PageARTICLE IDEFINITIONSSection 1.1
    
    Amended and Restated Pledge
Agreement
    
    2Section 1.2
    
    Amended and Restated Promissory Note
    
    2Section 1.3
    
    Business Day
    
    2Section 1.4
    
    Code
    
    2Section 1.5
    
    Default
    
    2Section 1.6
    
    ERISA
    
    2Section 1.7
    
    Event of Default
    
    2Section 1.8
    
    Fiscal Year
    
    2Section 1.9
    
    Independent Counsel
    
    2Section 1.10
    
    Loan
    
    2Section 1.11
    
    Loan Documents
    
    3Section 1.12
    
    Principal Amount
    
    3Section 1.13
    
    Register
    
    3ARTICLE IITHE LOAN; PRINCIPAL AMOUNT;
INTEREST;SECURITY
INDEMNIFICATIONSection 2.1
    
    The Loan; Principal Amount
    
    3Section 2.2
    
    Interest
    
    3Section 2.3
    
    Promissory Note
    
    4Section 2.4
    
    Payment of Trust Loan
    
    4Section 2.5
    
    Prepayment
    
    6Section 2.6
    
    Method of Payments
    
    6Section 2.7
    
    Security
    
    7Section 2.8
    
    Registration of the Promissory Note
    
    8ARTICLE IIIREPRESENTATIONS AND
WARRANTIES OF THE BORROWERSection 3.1
    
    Power; Authority; Consents
    
    8Section 3.2
    
    Due Execution; Validity; Enforceability
    
    8Section 3.3
    
    Properties; Priority of Liens
    
    8Section 3.4
    
    No Defaults; Compliance with Laws
    
    9Section 3.5
    
    Purchases of Common Stock
    
    9




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EXHIBIT
10.28
 ARTICLE IVREPRESENTATIONS AND
WARRANTIES OF THE LENDERSection 4.1
    
    Power; Authority; Consents
    
    9Section 4.2
    
    Due Execution; Validity; Enforceability
    
    9Section 4.3
    
    ESOP; Contributions
    
    9Section 4.4
    
    Trustee; Committee
    
    10Section 4.5
    
    Compliance with Laws; Actions
    
    10ARTICLE VEVENTS OF DEFAULTSection 5.1
    
    Events of Default under Loan Agreement
    
    10Section 5.2
    
    Lenders Rights upon Event of Default
    
    11ARTICLE VIMISCELLANEOUS
PROVISIONSSection 6.1
    
    Payments Due to the Lender
    
    12Section 6.2
    
    Payments
    
    11Section 6.3
    
    Survival
    
    12Section 6.4
    
    Modifications, Consents and Waivers; Entire Agreement
    
    12Section 6.5
    
    Remedies Cumulative
    
    13Section 6.6
    
    Further Assurances; Compliance with Covenants
    
    12Section 6.7
    
    Notices
    
    13Section 6.8
    
    Counterparts
    
    14Section 6.9
    
    Construction; Governing Law
    
    14Section 6.10
    
    Severability
    
    14Section 6.11
    
    Binding Effect; No Assignment or Delegation
    
    15EXHIBIT A Form of Amended and Restated Promissory Note
    
    A1EXHIBIT B Form of Amended and Restated Pledge Agreement
    
    B1EXHIBIT C Form of Amended and Restated Assignment
    
    C1




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Amended and Restated Loan Agreement
 Amended and Restated Loan
Agreement st Employee
Stock Ownership Plan Trust of Hudson City Savings Bank Hudson City Bancorp, Inc.
 W I T N E S S E T H:
 Whereas,
 Whereas
 Whereas
 Whereas
 Whereas
 Whereas




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EXHIBIT 10.28
  Now, Therefore
 ARTICLE I
 DEFINITIONS
  Section 1.1 Amended and Restated Pledge Agreement
 Section 1.2 Amended and Restated Promissory Note
 Section 1.3 Business Day
 Section 1.4 Code
 Section 1.5 Default
 Section 1.6 ERISA
 Section 1.7 Event of Default
 Section 1.8 Fiscal Year
 Section 1.9 Independent Counsel llp
 Section 1.10 Loan
 Section 1.11 Loan Documents
 2




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EXHIBIT 10.28
 Section 1.12 Principal Amount
 Section 1.13 Register
 ARTICLE II
 THE LOAN; PRINCIPAL AMOUNT;  INTEREST; SECURITY INDEMNIFICATION
 Section 2.1 The Loan; Principal Amount .
      Section 2.2 Interest .
  provided , however
 3




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EXHIBIT 10.28
  Section 2.3 Promissory Note .
  Section 2.4 Payment of Trust Loan .
  Column I
    
    Column IIInstallment Due on
    
    Cumulative FractionLast Business Day
    
    of Collateralof December in
    
    Released2005
    
    2/802006
    
    4/802007
    
    6/802008
    
    8/802009
    
    10/802010
    
    12/802011
    
    14/802012
    
    16/80
 4




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EXHIBIT 10.28
 Column I
    
    Column IIInstallment Due on
    
    Cumulative FractionLast Business Day
    
    of Collateralof December in
    
    Released2013
    
    18/802014
    
    20/802015
    
    22/802016
    
    24/802017
    
    26/802018
    
    28/802019
    
    30/802020
    
    32/802021
    
    34/802022
    
    36/802023
    
    38/802024
    
    40/802025
    
    42/802026
    
    44/802027
    
    46/802028
    
    48/802029
    
    50/802030
    
    52/802031
    
    54/802032
    
    56/802033
    
    58/802034
    
    60/802035
    
    62/802036
    
    64/802037
    
    66/802038
    
    68/802039
    
    70/802040
    
    72/802041
    
    74/802042
    
    76/802043
    
    78/802044
    
    80/80
 provided , however provided
further , however ,
 5




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EXHIBIT 10.28
  Section 2.5 Prepayment .
 provided, however
 Section 2.6 Method of Payments .
   6




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EXHIBIT 10.28
 provided , however
 Section 2.7 Security .
     7




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EXHIBIT 10.28
 Section 2.8 Registration of the Promissory Note .
   ARTICLE III
 REPRESENTATIONS AND WARRANTIES OF THE BORROWER
  Section 3.1 Power; Authority; Consents.
  Section 3.2 Due Execution; Validity; Enforceability .
  Section 3.3 Properties; Priority of Liens .
  8




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EXHIBIT 10.28
 Section 3.4 No Defaults; Compliance with Laws .
  Section 3.5 Purchases of Common Stock .
  ARTICLE IV
 REPRESENTATIONS AND WARRANTIES OF THE LENDER
  Section 4.1 Power; Authority; Consents.
  Section 4.2 Due Execution; Validity; Enforceability .
  Section 4.3 ESOP; Contributions .
  9




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EXHIBIT 10.28
 provided , however
 Section 4.4 Trustee; Committee .
  Section 4.5 Compliance with Laws; Actions .
  ARTICLE V
 EVENTS OF DEFAULT
 Section 5.1 Events of Default under Loan Agreement .
   provided, however
 10




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EXHIBIT 10.28
  Section 5.2 Lenders Rights upon Event of Default .
 provided , however
 ARTICLE VI
 MISCELLANEOUS PROVISIONS
 Section 6.1 Payments Due to the Lender .
  Section 6.2 Payments .
  11




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EXHIBIT 10.28
  Section 6.3 Survival .
  Section 6.4 Modifications, Consents and Waivers; Entire Agreement .
  Section 6.5 Remedies Cumulative.
  Section 6.6 Further Assurances; Compliance with Covenants .
  12




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EXHIBIT 10.28
  Section 6.7 Notices .
   Senior Personnel Officer
  
 llp    W. Edward Bright, Esq
 Brian P. Goldstein, Esq
  Chief Financial Officer
 13




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EXHIBIT 10.28
  llp  th   W. Edward Bright, Esq
 provided , however
 Section 6.8 Counterparts .
  Section 6.9 Construction; Governing Law .
  Section 6.10 Severability .
  14




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EXHIBIT 10.28
  Section 6.11 Binding Effect; No Assignment or Delegation .
  15




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EXHIBIT 10.28
 In Witness Whereof
 Employee Stock Ownership Plan TrustOf
Hudson City Savings BankBy:
    
    GreatBanc Trust Company, as TrusteeBy:
    
    /s/ Stephen J. Hartman, Jr.Title:
    
    Senior Vice PresidentHudson City Bancorp, Inc.By:
    
    /s/ Ronald E. Hermance, Jr.Title:
    
    Chairman and Chief Executive Officer
 16