LOAN AGREEMENT

EXHIBIT 10.32

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

EXHIBIT 10.32

TABLE OF CONTENTS

EXHIBIT 10.32

Loan Agreement

     This Loan Agreement (“Loan Agreement”) is made and entered into as of the 21 ^st day of June, 2005, by and between the Employee Stock Ownership Plan Trust of Hudson City Savings Bank (“Borrower”), a trust forming part of the Employee Stock Ownership Plan of Hudson City Savings Bank (“ESOP”), acting through and by its Trustee, GreatBanc Trust Company (“Trustee”), a trust corporation organized under the laws of the state of Illinois and having an office at 45 Rockefeller Plaza, Suite 2055, New York, New York, 10111-2000; and Hudson City Bancorp, Inc. (“Lender”), a corporation organized and existing under the laws of the state of Delaware, having an office at West 80 Century Road, Paramus, New Jersey 07652-1473.

WITNESSETH :

      Whereas , the Borrower and the Lender are parties to the Loan Agreement by and between the Employee Stock Ownership Plan Trust of Hudson City Savings Bank and Hudson City Bancorp, Inc., made and entered into as of June 21, 1999 (“First Loan Agreement”), pursuant to which the Lender agreed to loan the Borrower certain amounts to purchase shares of common stock of Hudson City Bancorp, Inc. (“Common Stock”) pursuant to the terms set forth in the First Loan Agreement;

      Whereas , pursuant to the First Loan Agreement, the Borrower borrowed $58,645,380 from the Lender (“First Loan”) and used the proceeds of the First Loan to purchase 27,879,376 shares of Common Stock (based on a 2 to 1 stock split effected in June 2002 and a 3.2060 to 1 stock split effected in June 2005);

      Whereas , under the First Loan, a total of 22,303,450 shares of Common Stock are scheduled to be released for allocation to participants in the ESOP during the years 2005 through 2028, with a final allocation of 464,716 shares of Common Stock in 2029;

      Whereas , the Compensation Committee of the Lender (“Committee”) has authorized the Borrower to purchase additional shares of Common Stock, either directly from Hudson City Bancorp, Inc. or in open market purchases in an amount not to exceed 15,719,223 of the shares of Common Stock issued in connection with the transactions effected pursuant to the Plan of Conversion and Reorganization adopted by Hudson City Savings Bank on December 16, 2004, as amended (the “Reorganization”);

      Whereas , the Committee has further authorized the Borrower to borrow funds from the Lender for the purpose of financing authorized purchases of Common Stock; and

      Whereas , the Lender is willing to make a loan to the Borrower for such purpose pursuant to the terms of this Loan Agreement subject to the condition that the First Loan and the First Loan Agreement be amended and restated (the First Loan, as amended and restated, the “Amended and Restated Loan” and the First Loan Agreement, as amended and restated, the “Amended and Restated Loan Agreement”) concurrently with the execution and delivery of this Loan Agreement.

      Now, Therefore , the parties hereto agree as follows:

EXHIBIT 10.32

ARTICLE I

DEFINITIONS

     The following definitions shall apply for purposes of this Loan Agreement, except to the extent that a different meaning is plainly indicated by the context:

           Section 1.1 Business Day means any day other than a Saturday, Sunday or other day on which banks are authorized or required to close under federal law or the laws of the State of New Jersey.

           Section 1.2 Code means the Internal Revenue Code of 1986 (including the corresponding provisions of any succeeding law).

           Section 1.3 Default means an event or condition which would constitute an Event of Default. The determination as to whether an event or condition would constitute an Event of Default shall be determined without regard to any applicable requirement of notice or lapse of time.

           Section 1.4 ERISA means the Employee Retirement Income Security Act of 1974, as amended (including the corresponding provisions of any succeeding law).

           Section 1.5 Event of Default means an event or condition described in Article V.

           Section 1.6 Fiscal Year means the fiscal year of Hudson City Bancorp, Inc.

           Section 1.7 Independent Counsel means Thacher Proffitt & Wood llp or other counsel mutually satisfactory to both the Lender and the Borrower.

           Section 1.8 Loan means the loan described in section 2.1.

           Section 1.9 Loan Documents means, collectively, this Loan Agreement, the Promissory Note and the Pledge Agreement and all other documents now or hereafter executed and delivered in connection with such documents, including all amendments, modifications and supplements of or to all such documents.

           Section 1.10 Pledge Agreement means the agreement described in section 2.8(a).

           Section 1.11 Principal Amount means the face amount of the Promissory Note, determined as set forth in section 2.1(c).

           Section 1.12 Promissory Note means the promissory note described in section 2.3.

           Section 1.13 Register means the register described in section 2.9.

EXHIBIT 10.32

ARTICLE II

THE LOAN; PRINCIPAL AMOUNT;
INTEREST; SECURITY INDEMNIFICATION

           Section 2.1 The Loan; Principal Amount .

     (a) The Lender hereby agrees to lend to the Borrower such amounts, and at such times, as shall be determined under this section 2.1; provided , however , that in no event shall the aggregate amount lent under this Loan Agreement from time to time exceed the aggregate amount paid by the Borrower, exclusive of commissions, fees and other charges, to purchase an additional number of shares of Common Stock not to exceed 15,719,223 of the shares of Common Stock issued in connection with the Reorganization.

     (b) Subject to the limitations of section 2.1(a), the Borrower shall determine the amounts borrowed under this Agreement, and the times at which such borrowings are effected. Each such determination shall be evidenced in a writing which shall set forth the amount to be borrowed and the date on which the Lender shall disburse such amount, and such writing shall be furnished to the Lender by notice from the Borrower. The Lender shall disburse to the Borrower the amount specified in each such notice on the date specified therein or, if later, as promptly as practicable following the Lender’s receipt of such notice; provided , however , that the Lender shall have no obligation to disburse funds pursuant to this Agreement (i) following the occurrence of a Default or an Event of Default until such time as such Default or Event of Default shall have been cured; and (ii) on any date on which Common Stock is listed or admitted to trading on an established market (including but not limited to the NASDAQ Stock Market), while the Borrower is in possession of funds previously advanced under this Agreement that have not been used to purchase Common Stock; and (iii) on any date on which Common Stock is listed or admitted to trading on an established market (including but limited to the NASDAQ Stock Market), to the extent that the making of such advance would permit the Borrower to purchase more than 6,000,000 shares of Common Stock during the period of 10 business days after the making of such advance or the period of 10 business days ending on the date of such advance.

     (c) For all purposes of this Loan Agreement, the Principal Amount on any date shall be equal to the excess, if any, of:

          (i) the aggregate amount disbursed by the Lender pursuant to section 2.1(b) on or before such date; over

          (ii) the aggregate amount of any repayments of such amount made before such date.

The Lender shall remain on the Register a record of, and shall record on the Promissory Note, the Principal Amount, any changes in the Principal Amount and the effective date of any changes in the Principal Amount.

EXHIBIT 10.32

           Section 2.2 Interest .

     (a) The Borrower shall pay to the Lender interest on the Principal Amount, for the period commencing on the date of this Loan Agreement and continuing until the Principal Amount shall be paid in full, at the rate of five percent (5.00%) per annum. Interest payable under this Agreement shall be computed on the basis of a year of 360 days and months consisting of 30 days each and actual days elapsed (including the first day but excluding the last) occurring in the period to which the computation relates.

     (b) Except as otherwise provided in this section 2.2(b), accrued interest on the Principal Amount shall be payable by the Borrower quarterly in arrears commencing on the last Business Day of the first calendar quarter to end following the date of this Agreement and continuing on the last Business Day of each calendar quarter thereafter and upon the payment or prepayment of the Loan. All interest on the Principal Amount shall be paid by the Borrower in immediately available funds. The Lender shall remit to the Borrower, at least three (3) Business Days before the end of each calendar quarter, a statement of the interest payment due under section 2.2(a) for such quarter; provided , however , that a delay or failure by the Lender in providing the Borrower with such statement shall not alter the Borrower’s obligation to make such payment.

     (c) Anything in this Loan Agreement or the Promissory Note to the contrary notwithstanding, the obligation of the Borrower to make payments of interest shall be subject to the limitation that payments of interest shall not be required to be made to the Lender to the extent that the Lender’s receipt thereof would not be permissible under the law or laws applicable to the Lender limiting rates of interest which may be charged or collected by the Lender. Any such payment referred to in the preceding sentence shall be made by the Borrower to the Lender on the earliest interest payment date or dates on which the receipt thereof would be permissible under the laws applicable to the Lender limiting rates of interest which may be charged or collected by the Lender. Such deferred interest shall not bear interest.

           Section 2.3 Promissory Note .

     The Loan shall be evidenced by a Promissory Note of the Borrower in substantially the form of Exhibit A attached hereto, dated the date hereof, payable to the order of the Lender in the Principal Amount and otherwise duly completed.

           Section 2.4 Payment of Trust Loan .

     The Principal Amount of the Loan shall be repaid in annual installments payable on the last Business Day of each December ending after the date of this Agreement. The amount of each such annual installment shall be that portion of the lesser of (i) that portion of the Principal Amount which will result in the release for allocation to participants in the ESOP, pursuant to the Pledge Agreement, of a cumulative fraction of the Collateral (within the meaning of the Pledge Agreement and determined as of the last Business Day of December, 2005) equal to the percentage set forth in Column II below and (ii) that portion of the Principal Amount which will result in the release for allocation to participants in the ESOP, pursuant to the Pledge Agreement, of Collateral (within the meaning of the Pledge Agreement), valued as of the date of

EXHIBIT 10.32

payment, and collateral released pursuant to the terms of the Amended and Restated Loan, also valued as of the date of payment, having an aggregate value equal to twenty-five and three quarters percent (25.75%) of the compensation taken into account under the ESOP for each person entitled to share in such allocation:

EXHIBIT 10.32

provided , however , that the Borrower shall not be required to make any payment of principal due to be made in any Fiscal Year to the extent that such payment would not be deductible for federal income tax purposes for such Fiscal Year under Section 404 of the Code; provided further , however , that if the total aggregate number of shares of Common Stock scheduled to be released pursuant to clause (i) hereunder and under section 2.4(i) of the Amended and Restated Loan Agreement in any year is less than one hundred and three percent (103%) of the number of shares of Common Stock that would have been required to be released under the First Loan Agreement in the absence of its amendment and restatement, the terms of the Loan and the Amended and Restated Loan shall be reduced such that the aggregate number of shares of Common Stock scheduled to be released in such year shall be equal to one hundred and three percent (103%) of the number of shares of Common Stock that would have been required to be released under the First Loan Agreement in the absence of its amendment and restatement (or, if less, the total number of shares of Common Stock then pledged as Collateral (as defined in the Pledge Agreement and the Pledge Agreement relating to the Amended and Restated Loan)), subject to the limitation set forth in clause (ii). Principal payments may be deferred to the extent that such payments would be in excess of the amount described above or otherwise would be nondeductible for federal income tax purposes. Any payment not required to be made pursuant to clause (ii) of the above provision shall be deferred to and be payable on the earlier of the last Business Day of December 2044 or the last day of the first Plan Year in which such proviso would not apply to alleviate a requirement of payment; and payment not required to be made pursuant to the immediately preceding sentence shall be deferred to, and be payable on, the last day of the first Plan Year in which such payment may be made on a tax deductible basis.

           Section 2.5 Prepayment .