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EXHIBIT 10.21
 
 Amended and Restated
 Employment Agreement
 between
 Hudson City Bancorp, Inc.
 and
 Ronald E. Hermance Jr.
 Made and Entered into
as of June 7, 2005




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Hudson City Bancorp, Inc.  Amended and Restated Employment Agreement
 Amended And Restated Employment Agreement Hudson City Bancorp, Inc. Ronald E. Hermance Jr.
 Introductory Statement
   Agreement
 Section 1. Employment .
  Section 2. Employment Period; Remaining Unexpired Employment Period .
 rd
 rd rd
 Page 1 of 20




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EXHIBIT 10.21
 rd
  Section 3. Duties .
  provided, however
 Section 4. Cash Compensation .
  Page 2 of 20




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EXHIBIT 10.21
 Section 5. Employee Benefit Plans and Programs .
  Section 6. Indemnification and Insurance .
   Section 7. Outside Activities .
 provided however provided, however
 Section 8. Working Facilities and Expenses .
  Page 3 of 20




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EXHIBIT 10.21
  Section 9. Termination of Employment Due to Death .
     Section 10. Termination Due to Disability .
    Page 4 of 20




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EXHIBIT 10.21
   Section 11. Discharge with Cause .
      For purposes of this section 11, no act or failure to act on the part of the Executive shall be
considered willful unless it is done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executives action or omission was in the best interests of the
Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or based upon the
 Page 5 of 20




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EXHIBIT 10.21
   Section 12. Discharge without Cause .
      Page 6 of 20




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EXHIBIT 10.21
  
      Page 7 of 20




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EXHIBIT 10.21
       Page 8 of 20




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EXHIBIT 10.21
         Page 9 of 20




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EXHIBIT 10.21
   Section 13. Resignation .
     provided
  provided
 Page 10 of 20




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EXHIBIT 10.21
 provided
    Section 14. Terms and Conditions of the Additional Termination Entitlements .
  Section 15. Termination Upon or Following a Change of Control .
     Page 11 of 20




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EXHIBIT 10.21
         provided however
   Page 12 of 20
      EXHIBIT 10.21
  provided
   Section 16. Tax Indemnification .
  X   =
    
    E x P

1[FI x (1SLI) + SLI + E+ M]
 where:E =
    
    the percentage rate at which an excise tax is assessed under section
4999 of the Code;P =
    
    the amount with respect to which such excise tax is assessed,
determined without regard to this section 16;FI =
    
    the highest marginal rate of income tax applicable to the Executive
under the Code for the taxable year in question;
 Page 13 of 20
      EXHIBIT 10.21
 SLI =
    
    the sum of the highest marginal rates of income tax applicable to
the Executive under all applicable state and local laws for the
taxable year in question; andM =
    
    the highest marginal rate of Medicare tax applicable to the
Executive under the Code for the taxable year in question.
   Page 14 of 20
      EXHIBIT 10.21
  Section 17. Covenant Not To Compete .
 provided, however
 Section 18. Confidentiality .
 provided, however
 Section 19. Solicitation .
    Page 15 of 20
      EXHIBIT 10.21
  Section 20. No Effect on Employee Benefit Plans or Programs .
 provided, however
 Section 21. Successors and Assigns .
  Section 22. Notices .
   
  
 Chairman, Compensation Committee
 Page 16 of 20
      EXHIBIT
10.21
 with a copy to:
 llp
 W. Edward Bright, Esq
 Section 23. Indemnification for Attorneys Fees.
  Section 24. Severability .
  Section 25. Waiver .
  Section 26. Counterparts .
  Section 27. Governing Law .
 Page 17 of 20
       EXHIBIT 10.21
  Section 28. Headings and Construction .
  Section 29. Entire Agreement; Modifications .
  Section 30. Non-Duplication .
  Section 31. Relative Obligations of the Bank and the Company .
 provided, however
 Section 32. Required Regulatory Provisions .
  Page 18 of 20
      EXHIBIT 10.21
  Ronald E. Hermance Jr.Hudson City Bancorp, Inc.Attest:
    
    
    
    
    
    Attest:By
    
    
    
    
    
    ByVeronica Olszewski
    
    
    
    
    
    Michael W. AzzaraSenior Vice President and Corporate
    
    
    
    
    
    Chairman of the CompensationSecretary
    
    
    
    
    
    Committee of the Board of
Directors[Seal]
 Page 19 of 20