**EXHIBIT 10.29****AMENDED AND RESTATED PROMISSORY NOTE**   For the Principal Amount, Paramus, New Jerseyas defined below June 21, 2005          FOR VALUE RECEIVED, the undersigned, Employee Stock Ownership Plan Trust of Hudson CitySavings Bank (“Borrower”), acting by and through its Trustee, GreatBanc Trust Company (“Trustee”),hereby promises to pay to the order of Hudson City Bancorp, Inc. (“Lender”) the Principal Amount,as determined under the Amended and Restated Loan Agreement made and entered into between theBorrower and the Lender as of June 21, 2005 (“Amended and Restated Loan Agreement”) pursuant towhich this Amended and Restated Promissory Note is issued, payable in annual installments each ofwhich shall be the lesser of (i) the portion of the principal amount of the loan which will resultin the release for allocation to participants in the Employee Stock Ownership Plan of Hudson CitySavings Bank (the “ESOP”) of a cumulative fraction of the collateral (valued at December 30, 2005)equal to 2/80 as of the last business day of December, 2005 and increased by 2/80 as of eachsucceeding December, to 80/80 on the last business day of December, 2044, and (ii) the portion ofthe principal amount of the loan which results in the release for allocation to ESOP participantsof total collateral (valued as of the date of payment) under the Amended and Restated LoanAgreement and that certain Loan Agreement made and entered into between the Borrower and the Lenderas of June 21, 2005 (“Second Loan Agreement”) having a value equal to 25.75% of compensation takeninto account under the ESOP for each person entitled to share in the allocation. Principalpayments may be deferred to the extent that such payments would be in excess of the amountdescribed above or otherwise would be nondeductible for federal income tax purposes;*provided**,**however**,*that if the total aggregate number of shares of Common Stockscheduled to be released pursuant to clause (i) hereunder and under clause (i) of the PromissoryNote relating to the Second Loan in any year is less than one hundred and three percent (103%) ofthe number of shares of Common Stock that would have been required to be released under the FirstLoan Agreement in the absence of its amendment and restatement, the terms of the Loan and theSecond Loan shall be reduced such that the aggregate number of shares of Common Stock scheduled tobe released in such year shall be equal to one hundred and three percent (103%) of the number ofshares of Common Stock that would have been required to be released under the First Loan Agreementin the absence of its amendment and restatement (or, if less, the total number of shares of CommonStock then pledged as Collateral (as defined in the Amended and Restated Pledge Agreement and thePledge Agreement relating to the Second Loan)), subject to the limitation set forth in clause (ii).Any payment not required to be made pursuant to clause (ii) of the above provision shall bedeferred to and be payable on the earlier of the last business day of December, 2044 or the lastday of the first Plan Year in which such proviso would not apply to alleviate a requirement ofpayment; and payment not required to be made pursuant to the immediately preceding sentence shallbe deferred to, and be payable on, the last day of the first Plan Year in which such payment may bemade on a tax deductible basis.
 

 
          This Amended and Restated Promissory Note shall bear interest at the rate per annum set forthor established under the Amended and Restated Loan Agreement, such interest to be payable quarterlyin arrears, commencing on June 30, 2005 and thereafter on the last Business Day of each calendarquarter and upon payment or prepayment of this Amended and Restated Promissory Note.          Anything herein to the contrary notwithstanding, the obligation of the Borrower to makepayments of interest shall be subject to the limitation that payments of interest shall not berequired to be made to the Lender to the extent that the Lender’s receipt thereof would not bepermissible under the law or laws applicable to the Lender limiting rates of interest which may becharged or collected by the Lender. Any such payments of interest which are not made as a resultof the limitation referred to in the preceding sentence shall be made by the Borrower to the Lenderon the earliest interest payment date or dates on which the receipt thereof would be permissibleunder the laws applicable to the Lender limiting rates of interest which may be charged orcollected by the Lender. Such deferred interest shall not bear interest.          Payments of both principal and interest on this Amended and Restated Promissory Note are to bemade at the principal office of the Lender at West 80 Century Road, Paramus, New Jersey 07652 orsuch other place as the holder hereof shall designate to the Borrower in writing, in lawful moneyof the United States of America in immediately available funds.          Failure to make any payment of principal on this Amended and Restated Promissory Note, orfailure to make any payment of interest on this Amended and Restated Promissory Note, within five(5) Business Days after the date when due, shall constitute a default hereunder, whereupon theprincipal amount of and accrued interest on this Amended and Restated Promissory Note shallimmediately become due and payable in accordance with the terms of the Amended and Restated LoanAgreement.          This Amended and Restated Promissory Note is subject, in all respects, to the terms andprovisions of the Amended and Restated Loan Agreement, which is incorporated herein by thisreference, and is secured by an Amended and Restated Pledge Agreement between the Borrower and theLender of even date herewith and is entitled to the benefits thereof. All capitalized terms thatare not defined herein shall have the meanings assigned to them in the Amended and Restated LoanAgreement unless the context clearly indicates otherwise.         **Employee Stock Ownership Plan Trust****of Hudson City Savings Bank**           **By:** **GreatBanc Trust Company, asTrustee**