Exhibit
10.1

    

    Astoria
Financial Corporation

    2005
Re-designated, Amended and Restated Stock Incentive Plan For Officers and
Employees

    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 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers
and Employees for Astoria Financial Corporation (“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

              	
                 

                (A)

              	
                 

                (B)

              	
                 

                (C)

              	
                 

                (D)

              	
                 

                (E)

              
	
                 

                Grant
      Date    

              	 
      	 
      	 
      	 
      	 
      
	
                 

                Class
      of Shares*    

              	
                Common

              	
                 

                Common

              	
                 

                Common

              	
                 

                Common

              	
                 

                Common

              
	
                 

                No.
      of Awarded Shares*    

              	 
      	 
      	 
      	 
      	 
      
	
                 

                Type
      of Award (Escrow or Legended   
      Certificate)    

              	
                Legended
      

                Certificate

              	
                 

                Legended
      

                Certificate

              	
                 

                Legended
      

                Certificate

              	
                 

                Legended
      

                Certificate

              	
                 

                Legended
      

                Certificate

              
	
                 

                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 Executive Compensation Committee. Any blank
space intentionally left blank should be crossed out. A Restricted Stock Award
consists of shares granted with uniform terms and conditions. Where shares
granted under a Restricted Stock Award are awarded on the same date with varying
terms and conditions (for example, varying vesting dates), the awards should be
recorded as a series of grants each with its own uniform terms and
conditions.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    Astoria
Financial Corporation

     2005
Re-designated, Amended and Restated Stock Incentive Plan For Officers and
Employees

    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 or shall be held in
escrow subject to all of the terms and conditions of this Award Notice and the
Astoria Financial Corporation’s 2005 Re-designated, Amended and Restated Stock
Incentive Plan for Officers and Employees (APlan@).

    


    Section
2.                  Vesting.

    


    (a)           Vesting
Dates. The
Vesting Dates for your Awarded Shares are specified on the Award Notice. 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 ninth day of January coincident with
or following the third (3rd)
anniversary of the Grant Date.

    


    (b)           Vesting
Conditions.
There are conditions you must satisfy before your Restricted Stock Award will
vest. If you receive your Restricted Stock Award for services as an officer or
employee, you must, except as otherwise provided herein, remain in continuous
service from the Effective Date shown on the Restricted Stock Award Notice
through the relevant Vesting Date.

    


    (c)            Forfeitures. If you
terminate service with the Company prior to a Vesting Date for any reason other
than death or Disability, you will forfeit any Awarded Shares that are scheduled
to vest on that date. If you terminate service with the Company prior to a
Vesting Date due to Retirement, you will forfeit any Awarded Shares that are
scheduled to vest on such 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 effect 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.


    
      
         


      

      
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    (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. In addition, in the event a Change of 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 of 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. 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
an employee, officer, non-employee director or consultant of the Company or the
Association.

    


    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


    
      
         


      

      
        Page 2 of
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    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.


    
      
         


      

      
        Page 3 of
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    Appendix
A to Restricted Stock Award Notice

    
      Astoria
Financial Corporation

      2005
Re-designated, Amended and Restated Stock Incentive Plan For Officers and
Employees

       

      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:

         

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            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