##### 



EXHIBIT 10.23
  Amended and Restated
 Employment Agreement
 between
 Hudson City Bancorp, Inc.
 and
 John M. Tassillo
 Made and Entered into
as of June 7, 2005
  Page 1 of 20




---



##### 



EXHIBIT 10.23
 Hudson City Bancorp, Inc.  Amended and Restated Employment Agreement
 Amended And Restated Employment Agreement Hudson City Bancorp, Inc. John M. Tassillo
 Introductory Statement
   Agreement
 Section 1. Employment .
  Section 2. Employment Period; Remaining Unexpired Employment Period .
 rd
 rd rd
 Page 2 of 20




---



##### 



EXHIBIT 10.23
 rd
  Section 3. Duties .
  provided, however
 Section 4. Cash Compensation .
  Page 3 of 20




---



##### 



EXHIBIT 10.23
 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 4 of 20




---



##### 



EXHIBIT 10.23
  Section 9. Termination of Employment Due to Death .
     Section 10. Termination Due to Disability .
    Page 5 of 20




---



##### 



EXHIBIT 10.23
   Section 11. Discharge with Cause .
       Page 6 of 20




---



##### 



EXHIBIT 10.23
   Section 12. Discharge without Cause .
      Page 7 of 20




---



##### 



EXHIBIT 10.23
  
      Page 8 of 20




---



##### 



EXHIBIT 10.23
       Page 9 of 20




---



##### 



EXHIBIT 10.23
         Page 10 of 20




---



##### 



EXHIBIT 10.23
   Section 13. Resignation .
     provided
  provided
 Page 11 of 20




---



##### 



EXHIBIT 10.23
 provided
    Section 14. Terms and Conditions of the Additional Termination Entitlements .
  Section 15. Termination Upon or Following a Change of Control .
     Page 12 of 20




---



##### 



EXHIBIT 10.23
         provided however
    Page 13 of 20




---



##### 



EXHIBIT 10.23
  provided
   Section 16. Tax Indemnification .
  
     Page 14 of 20




---



##### 



EXHIBIT 10.23
      Page 15 of 20




---



##### 



EXHIBIT 10.23
  Section 17. Covenant Not To Compete .
 provided, however
 Section 18. Confidentiality .
 provided, however
 Section 19. Solicitation .
    Page 16 of 20




---



##### 



EXHIBIT 10.23
  Section 20. No Effect on Employee Benefit Plans or Programs .
 provided, however
 Section 21. Successors and Assigns .
  Section 22. Notices .
   
  
 Chairman, Compensation Committee
 Page 17 of 20




---



##### 



EXHIBIT 10.23
 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 18 of 20




---



##### 



EXHIBIT 10.23
  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 19 of 20




---



##### 



EXHIBIT 10.23
  John M. TassilloHudson City Bancorp, Inc.Attest:
    
    Attest:By
    
    
    
    ByVeronica Olszewski
    
    
    
    Ronald E. Hermance Jr.Senior Vice President and Corporate
    
    
    
    Chairman of the Board of Directors,Secretary
    
    
    
    President and Chief Executive[Seal]
 Page 20 of 20