Exhibit
10.2

    Astoria
Financial Corporation

    2007
Non-Employee Director Stock Plan

    Restricted Stock Award
Notice

    


    


    
      
        
          
            
              	 
      
	
                      Name of Award
      Recipient

                    


            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	 
	
                                    Street
      Address

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

    

    
      	 
      	 
      	 
      	 
      	 
      
	
              City

            	 
      	
              State

            	 
      	
              ZIP
      Code

            


    

    


    This
Restricted Stock Award Notice (“Award Notice”) is intended to set forth the
terms and conditions on which a Restricted Stock Award has been granted under
the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan (“the
Plan”). Set forth below are the specific terms and conditions applicable to this
Restricted Stock Award. Attached as Exhibit A are its general terms and
conditions.

     

    
      
        
          
            
              	
                       

                      Restricted
      Stock Award

                    	 
      
	
                       

                      Grant
      Date  

                    	 
      
	
                       

                      Class
      of Shares*  

                    	
                      Common

                    
	
                       

                      No.
      of Awarded Shares*  

                    	 
      
	
                       

                      Type
      of Award (Escrow or Legended   Certificate) 
    

                    	
                      Legended

                    
	
                       

                      Vesting
      Date*  

                    	 
      


            

          

        

      

    

     

    *Subject to adjustment as provided in
the Plan and the General Terms and Conditions.

    


    By
signing where indicated below, Astoria Financial Corporation (the “Company”)
grants this Restricted Stock Award upon the specified terms and conditions, and
the Restricted Stock Award Recipient acknowledges receipt of this Restricted
Stock Award Notice, including Exhibit A, and agrees to observe and be bound by
the terms and conditions set forth herein

    


    
      
        	
                Astoria
      Financial Corporation

              	 
      	
                Award
      Recipient

              
	
                 

                By:

              	 
      	 
      	 
      
	 
      	
                Name:

              	 
      	
                Print
      Name:

              
	 
      	
                Title:

              	 
      	 
      


      

    

    
       

      
        

      

    

    Instructions: This page should
be completed by or on behalf of the Compensation Committee of Astoria Financial
Corporation. Any blank space intentionally left blank should be crossed out. A
Restricted Stock Award consists of shares granted with uniform terms and
conditions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    


    Astoria
Financial Corporation

      2007
Non-Employee Director Stock Plan

    Restricted
Stock Award Notice

    


    General
Terms and Conditions

    


    Section
1.  General
Terms.

    


    (a)           Size
and Type of Award. The
shares of Common Stock of Astoria Financial Corporation (“Shares”) covered by
this Award (“Awarded Shares”) are listed on the Restricted Stock Award Notice
(“Award Notice”).  The Award Notice designates the Awarded Shares as a
“Legended Certificate”.

    


    (b)            Legended
Certificate.  A
“Legended Certificate” is a stock certificate evidencing the Awarded Shares that
will be issued in your name that is either delivered to you or held in escrow by
the Committee or its designee (“Plan Trustee”).  The stock certificate
will bear a legend indicating that it is subject to all of the terms and
conditions of this Award Notice and the Astoria Financial Corporation 2007
Non-Employee Director Stock Plan (APlan@).

    


    Section
2.  Vesting.

    


    (a)           Vesting
Dates.  The
Vesting Dates for your Awarded Shares are specified in the Plan. On each Vesting
Date, you will obtain unrestricted ownership of the Awarded Shares that vest on
that Vesting Date.  A stock certificate evidencing unrestricted
ownership will be transferred to you.  In the event that there is no
date specified in this Award Notice, the Vesting Date shall be the third (3rd)
anniversary of the Grant Date.

    


    (b)           Vesting
Conditions.
There are conditions you must satisfy before your Restricted Stock Award will
vest.

    


    (c)            Forfeitures.  If
you terminate service with the Company prior to a Vesting Date for any reason
other than death, Disability, Mandatory Retirement or Involuntary Termination,
you will forfeit any Awarded Shares that are scheduled to vest on that
date.  When you forfeit Awarded Shares, all of your interest in the
Awarded Shares will be canceled and any stock certificate or other evidence of
ownership must be returned to the Plan Trustee to be used for future awards to
others. You agree to take any action and execute and deliver any document that
the Company requests to affect the return of your unvested Awarded Shares. In
the event you do not cooperate with the Company in this regard, you hereby
appoint and designate the Company as your attorney-in-fact for the purpose of
taking any action and signing any document, in your name, which the Company
determines is necessary to enforce the forfeiture.

    


    (d)            Accelerated
Vesting.
Your Awarded Shares that
have not previously vested will become fully vested immediately, and without any
further action on your part, in the event of your death or Disability (as
defined in the Plan) before your termination of service with the Company or
Mandatory Retirement or Involuntary Termination from the Company. In addition,
in the event a Change in Control (as defined in the Plan) occurs before you
terminate service with the Company, then any Awarded Shares not theretofore
forfeited shall become immediately vested on the date of the Change in
Control.  You may designate a Beneficiary to receive any Awarded
Shares that vest upon your death using the Beneficiary Designation attached as
Appendix A.

    


    (e)            Definition
of Service; Retirement. For
purposes of determining the vesting of your Awarded Shares, you will be deemed
to be in the service of the Company for so long as you serve in any capacity as
a common law employee, consultant, advisory director, director emeritus or
non-employee director of the Company.

    


    Section
3.   Dividends.
Any dividends declared by the Company with a record date that is after the Grant
Date specified in the Award Notice will be paid in the same manner as for other
shareholders.

    


    Section
4.   Voting
Right.
You will have the right to direct the voting rights appurtenant to the
Awarded Shares.

    


    Section
5.   Taxes.  Where
any person is entitled to receive Shares pursuant to the Restricted Stock Award
granted hereunder, the Company shall have the right to require such person to
pay to the Company the amount of any tax which the Company is required to
withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell
without notice, a sufficient number of Shares to cover the amount required to be
withheld.

    


    Section
6.   Notices.  Any
communication required or permitted to be given under the Plan, including any
notice, direction, designation, comment, instruction, objection or waiver, shall
be in writing and shall be deemed to have been given at such time as it is
delivered personally or five (5) days after mailing if mailed, postage prepaid,
by registered or certified mail, return receipt requested, addressed to such
party at the address listed below, or at such other address as one such party
may by written notice specify to the other party:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a)           If
the Company:

    


     Astoria Financial
Corporation

     One Astoria Federal
Plaza

     Lake Success, New York
11042

    


     Attention:  Corporate
Secretary

    


    (b)           If
to the Recipient, to the Recipient's address as shown in the Company's
records.

    


    Section
7.   Restrictions
on Transfer.  The
Restricted Stock Award granted hereunder shall not be subject in any manner to
anticipation, alienation or assignment, nor shall such option be liable for or
subject to debts, contracts, liabilities, engagements or torts, nor shall it be
transferable by the Recipient other than by will or by the laws of descent and
distribution or as otherwise permitted by the Plan. To name a Beneficiary,
complete the attached Appendix A and file it with the Corporate Secretary of
Astoria Financial Corporation

    


    Section
8.   Successors and Assigns.  This
Award Notice shall inure to the benefit of and shall be binding upon the Company
and the Recipient and their respective heirs, succes­sors and
as­signs.

    


    Section
9.   Construction of Language.  Whenever
appropriate in the Award Notice, words used in the singular may be read in the
plural, words used in the plural may be read in the singular, and words
importing the masculine gender may be read as referring equally to the feminine
or the neuter. Any reference to a section shall be a reference to a section of
this Award Notice, unless the context clearly indicates otherwise. Capitalized
terms not specifically defined herein shall have the meanings assigned to them
under the Plan.

    


    Section
10. Governing Law.  This
Award Notice shall be con­strued, administered and enforced according to the
laws of the State of New York without giving effect to the conflict of laws
principles thereof, except to the extent that such laws are preempted by the
federal law. The federal and state courts having jurisdiction in the Counties of
Nassau, New York or Suffolk, New York shall have exclusive jurisdiction over any
claim, action, complaint or lawsuit brought under the terms of the
Plan.  By accepting any Award granted under this Award Notice, the
Recipient, and any other person claiming any rights under the Award Notice,
agrees to submit himself, and any such legal action as he shall bring under the
Plan, to the sole jurisdiction of such courts for the adjudication and
resolution of any such disputes.

    


    Section
11. Amendment.  This
Award Notice may be amended, in whole or in part and in any manner not
inconsistent with the provisions of the Plan, at any time and from time to time,
by written Award Notice between the Company and the Recipient.

    


    Section
12. Plan
Provisions Control.  This
Award Notice and the rights and obligations created hereunder shall be subject
to all of the terms and conditions of the Plan. In the event of any conflict
between the mandatory provisions of the Plan and the provisions of this Award
Notice, the terms of the Plan, which are incorporated herein by reference, shall
control. In the event of any conflict between a provision of the Plan which
permits the Committee to deviate from its terms and a provision of this Award
Notice, the provision of this Award shall control. By signing this Award Notice,
the Recipient acknowledges receipt of a copy of the Plan. The Recipient
acknowledges that he or she may not and will not rely on any statement of
account or other communication or document issued in connection with the Plan
other than the Plan, this Award Notice, and any document signed by an authorized
representative of the Company that is designated as an amendment of the Plan or
this Award Notice.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Appendix
A to Restricted Stock Award Notice

    Astoria
Financial Corporation

    2007
Non-Employee Director Stock Plan

    Beneficiary
Designation Form - Restricted Stock

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        	GENERAL
      

                                                                                                                                                                                INFORMATION

                                                                                                                                                                              	
                                                                                                                                                                                Use
      this form to designate the Beneficiary(ies) who may receive Restricted
      Stock Awards that become vested at your death.

                                                                                                                                                                              
	 	 
	
                                                                                                                                                                                Name of Person

                                                                                                                                                                                Making Designation

                                                                                                                                                                              	
                                                                                                                                                                                 

                                                                                                                                                                              	 
	 	 	 
	BENEFICIARY
      

                                                                                                                                                                                
                                                                                                                                                                                  DESIGNATION

                                                                                                                                                                                

                                                                                                                                                                              	
                                                                                                                                                                                Complete
      sections A and B. If no percentage shares are specified, each Beneficiary
      in the same class (primary or contingent) shall have an equal
      share. If any designated Beneficiary predeceases you, the shares of
      each remaining Beneficiary in the same class (primary or contingent) shall
      be increased
proportionately.

                                                                                                                                                                              


                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    A. PRIMARY
BENEFICIARY(IES).  I hereby designate the following person as
my primary Beneficiary under the Plan, reserving the right to change or revoke
this designation at any time prior to my death:

    
       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        	
                                                                                                                Name

                                                                                                              	 	
                                                                                                                Address

                                                                                                              	 	
                                                                                                                Relationship

                                                                                                              	 	
                                                                                                                Birthdate

                                                                                                              	 	
                                                                                                                Share

                                                                                                              	 
	 
      	 	 
      	 	 
      	 	 
      	 	
                                                                                                                 

                                                                                                              	% 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 %
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	% 
	 	 	 	 	 	 	 	 	
                                                                                                                 Total=100

                                                                                                              	%


                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      B.
CONTINGENT BENEFICIARY(IES). I  hereby designate the following
person(s) as my contingent Beneficiary(ies) under the Plan to receive benefits
only if all of my primary Beneficiaries should predecease me, reserving the
right to change or revoke this designation at any time prior to my death as to
all outstanding Restricted Stock Awards:

       

      
        
          	
                  Name

                	 	
                  Address

                	 	
                  Relationship

                	 	
                  Birthdate

                	 	
                  Share

                	 
	 
      	 	 
      	 	 
      	 	 
      	 	
                   

                	% 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 %
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	% 
	 	 	 	 	 	 	 	 	
                   Total=100

                	%


        

      

      


      
        
          
            
              
                
                  	
                          S

                          I

                        	
                          H

                          E

                        	
                          I
      understand that this Beneficiary Designation shall be effective only if
      properly completed and received by the Corporate Secretary of Astoria
      Financial Corporation prior to my death and that it is subject to all of
      the terms and conditions of the Plan  I also understand that an
      effective Beneficiary designation revokes my prior designation(s) with
      respect to all outstanding Restricted Stock Awards

                        
	
                          G

                        	
                          R

                        	
                           

                        	 	 
	
                          N

                        	
                          E

                        	
                          Your
      Signature

                        	 	
                          Date

                        


                

              

            

          

        

      

       

    

    ----------------------------------------------------  Internal
Use
Only  ------------------------------------------------------------

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                This
      Beneficiary Designation was received by the Corporate Secretary of Astoria
      Financial Corporation on the date indicated.

                              	
                                Comments

                              
	 	 
	 	 
	
                                By

                              	 
      	 	 
      	 
      
	 
      	
                                Authorized
      Signature

                              	 	
                                Date