Amended and Restated
 Employment Agreement
 between
 Hudson City Bancorp, Inc.
 and
 Ronald E. Hermance Jr.
 Made and Entered into
as of December 31, 2008




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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
 Hudson City Savings Bank
  Agreement
 Section 1. Employment .
  Section 2. Employment Period; Remaining Unexpired Employment Period .
   Page 1 of 25




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Section 3. Duties .
   Section 4. Cash Compensation .
  Page 2 of 25




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Section 5. Employee Benefit Plans and Programs .
  Section 6. Indemnification and Insurance .
   Section 7. Outside Activities .
  Page 3 of 25




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Section 8. Working Facilities and Expenses .
  Section 9. Termination of Employment Due to Death .
    Page 4 of 25




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Section 10. Termination Due to Disability .
     Page 5 of 25




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Section 11. Discharge with Cause .
        Page 6 of 25




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Section 12. Discharge without Cause .
      Page 7 of 25




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Page 8 of 25




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Page 9 of 25




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Page 10 of 25




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provided, however
  Page 11 of 25




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Section 13. Resignation .
         Page 12 of 25




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Section 14. Terms and Conditions of the Additional Termination Entitlements .
  Section 15. Termination Upon or Following a Change of Control .
    Page 13 of 25




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provided, however,
   Page 14 of 25




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Section 16. Tax Indemnification .
  Page 15 of 25




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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;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 16 of 25




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Section 17. Covenant Not To Compete .
  Section 18. Confidentiality .
  Page 17 of 25




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Section 19. Solicitation .
     Section 20. No Effect on Employee Benefit Plans or Programs .
  Page 18 of 25




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Section 21. Successors and Assigns .
  Section 22. Notices .
   
  
 Chairman, Compensation Committee
  llp
 W. Edward Bright, Esq.
 Page 19 of 25




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Section 23. Indemnification for Attorneys Fees .
  provided, however
 Section 24. Severability .
  Section 25. Waiver .
  Page 20 of 25




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Section 26. Counterparts .
  Section 27. Governing Law .
  Section 28. Headings and Construction .
  Section 29. Entire Agreement; Modifications .
 provided, however
 Section 30. Non-Duplication .
  Page 21 of 25




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Section 31. Relative Obligations of the Bank and the Company .
  Section 32. Required Regulatory Provisions .
  Section 33. Section 409A of the Internal Revenue Code .
      Page 22 of 25




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Page 23 of 25




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IN WITNESS WHEREOF
 /s/
Ronald E. Hermance Jr.Ronald E. Hermance Jr.Hudson City Bancorp, Inc.Attest:By
    
    /s/ Veronica A. Olszewski
    
    By
    
    /s/  Michael W. AzzaraName: Veronica A. Olszewski
    
    
    
    Name: Michael W. AzzaraTitle:
Senior Vice President, Treasurer
and Corporate Secretary
    
    
    
    Title: Director
  Page 24 of 25