AMENDED AND RESTATED PLEDGE AGREEMENT

EXHIBIT 10.30

AMENDED AND RESTATED PLEDGE 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 10.30

TABLE OF CONTENTS

- i -
 

EXHIBIT 10.30

AMENDED AND RESTATED PLEDGE AGREEMENT

          This AMENDED AND RESTATED PLEDGE AGREEMENT (“Amended and Restated Pledge Agreement”) is made as of the 21 ^st day of June, 2005, by and between the EMPLOYEE STOCK OWNERSHIP PLAN TRUST OF HUDSON CITY SAVINGS BANK , acting by and through its Trustee, GreatBanc Trust Company, 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 (“Pledgor”), and Hudson City Bancorp, Inc., 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 (“Pledgee”).

W I T N E S S E TH :

           Whereas , this Amended and Restated Pledge Agreement is being executed and delivered to the Pledgee pursuant to the terms of an Amended and Restated Loan Agreement of even date herewith (“Amended and Restated Loan Agreement”), by and between the Pledgor and the Pledgee;

           Now, Therefore , in consideration of the mutual agreements contained herein and in the Amended and Restated Loan Agreement, the parties hereto do hereby covenant and agree as follows:

           Section 1. Definitions . The following definitions shall apply for purposes of this Amended and Restated Pledge Agreement, except to the extent that a different meaning is plainly indicated by the context; all capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Amended and Restated Loan Agreement:

     (a) Collateral shall mean the Pledged Shares and, subject to section 5 hereof, and to the extent permitted by applicable law, all rights with respect thereto, and all proceeds of such Pledged Shares and rights.

     (b) Event of Default shall mean an event so defined in the Amended and Restated Loan Agreement.

     (c) Liabilities shall mean all the obligations of the Pledgor to the Pledgee, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under the Amended and Restated Loan Agreement and the Amended and Restated Promissory Note.

     (d) Pledged Shares shall mean 22,768,166 of the 27,879,376 shares (based on a 2 to 1 stock split effected in June 2002 and a 3.2060 stock split effected in June 2005) of Common Stock of Hudson City Bancorp, Inc. purchased by the Pledgor with the proceeds of the loan made by the Pledgee to the Pledgor pursuant 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, which have not been allocated to ESOP participants as of the date hereof and are subject to the terms of the Amended and Restated Loan Agreement and the Amended and Restated

Promissory Note, but excluding any such shares previously released pursuant to section 4.

           Section 2. Pledge . To secure the payment of and performance of all the Liabilities, the Pledgor hereby pledges to the Pledgee, and grants to the Pledgee a security interest in and lien upon, the Collateral.

           Section 3. Representations and Warranties of the Pledgor . The Pledgor represents, warrants, and covenants to the Pledgee as follows:

     (a) to the actual knowledge of the Trustee, the execution, delivery and performance of this Amended and Restated Pledge Agreement and the pledging of the Collateral hereunder do not and will not conflict with, result in a violation of, or constitute a default under any agreement binding upon the Pledgor;

     (b) the Pledged Shares are and will continue to be owned by the Pledgor free and clear of any liens or rights of any other person except the lien hereunder and under the Amended and Restated Loan Agreement in favor of the Pledgee, and the security interest of the Pledgee in the Pledged Shares and the proceeds thereof is and will continue to be prior to and senior to the rights of all others;

     (c) to the actual knowledge of the Trustee, this Amended and Restated Pledge Agreement is the legal, valid, binding and enforceable obligation of the Pledgor in accordance with its terms;

     (d) the Pledgor shall, from time to time, upon request of the Pledgee, promptly deliver to the Pledgee such stock powers, proxies, and similar documents, satisfactory in form and substance to the Pledgee, with respect to the Collateral as the Pledgee may reasonably request; and

     (e) subject to the first sentence of section 4(b), the Pledgor shall not, so long as any Liabilities are outstanding, sell, assign, exchange, pledge or otherwise transfer or encumber any of its rights in and to any of the Collateral.

      Section 4. Eligible Collateral .

     (a) As used herein the term “Eligible Collateral” shall mean that amount of Collateral which has an aggregate fair market value equal to the amount by which the Pledgor is in default (without regard to any amounts owing solely as the result of an acceleration of the Amended and Restated Loan Agreement) or such lesser amount of Collateral as may be required pursuant to section 12 of this Amended and Restated Pledge Agreement.

     (b) The Pledged Shares shall be released from this Amended and Restated Pledge Agreement in a manner conforming to the requirements of Treasury Regulations Section 54.4975-7(b)(8), as the same may be from time to time amended or supplemented, and section 6.4(a) of the ESOP. Subject to such Regulations, the Pledgee may from time to time, after any Default or Event of Default, and without prior notice to

the Pledgor, transfer all