Exhibit
10-13

     

    


     

    


     

    


     

    


     

    


     

    


     

    DEFERRED
COMPENSATION PLAN FOR DIRECTORS

     

    OF

     

    ASTORIA
FINANCIAL CORPORATION

     

    


     

    


    


    


    Adopted
on December 21, 1994

    Effective
as of January 1, 1995

    As
Amended Effective January 1, 2009

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    TABLE OF
CONTENTS

    
       

      
        
          
            
              
                
                  
                    
                      	 	 	
                              Page

                            
	 	 	 
	
                              ARTICLE
      I

                            
	 	 	 
	
                              DEFINITIONS

                            
	 	 	 
	
                              Section
      1.1

                            	
                              Administrator

                            	
                              1

                            
	
                              Section
      1.2

                            	
                              Association

                            	
                              1

                            
	
                              Section
      1.3

                            	
                              Board

                            	
                              1

                            
	
                              Section
      1.4

                            	
                              Change
      of Control

                            	
                              1

                            
	
                              Section
      1.5

                            	
                              Code

                            	
                              1

                            
	
                              Section
      1.6

                            	
                              Director

                            	
                              1

                            
	
                              Section
      1.7

                            	
                              Exchange
      Act

                            	
                              1

                            
	
                              Section
      1.8

                            	
                              Fees

                            	
                              1

                            
	
                              Section
      1.9

                            	
                              Holding
      Company

                            	
                              1

                            
	
                              Section
      1.10

                            	
                              Memorandum
      Account

                            	
                              1

                            
	
                              Section
      1.11

                            	
                              Participant

                            	
                              1

                            
	
                              Section
      1.12

                            	
                              Participating
      Company

                            	
                              2

                            
	
                              Section
      1.13

                            	
                              Plan

                            	
                              2

                            


                    

                  

                

              

            

          

        

      

      


      ARTICLE
II

      


      PARTICIPATION

      


      
        
          
            	
                    Section
      2.1

                  	
                    Election
      to Participate

                  	
                    2

                  
	
                    Section
      2.2

                  	
                    Changes
      in Participation

                  	
                    2

                  


          

        

      

      


      ARTICLE
III

      


      DEFERRED
AMOUNTS

      


      
        
          
            	
                    Section
      3.1

                  	
                    In
      General

                  	
                    2

                  
	
                    Section
      3.2

                  	
                    Interest
      Credited to the Memorandum Account

                  	
                    3

                  
	
                    Section
      3.3

                  	
                    Vesting

                  	
                    3

                  


          

        

      

      


      ARTICLE
IV

      


      DISTRIBUTIONS

      


      
        
          
            
              	
                      Section
      4.1

                    	
                      Distributions
      to Participants

                    	
                      3

                    
	
                      Section
      4.2

                    	
                      Change
      of Payment Schedule

                    	
                      5

                    
	
                      Section
      4.3

                    	
                      Distributions
      to Beneficiaries

                    	
                      5

                    


            

          

        

      

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      


       

      


       

      


      
        
          
            
              
                
                  
                    
                      	 	 	
                              Page

                            
	 	 	 
	
                              ARTICLE
      V

                            
	 	
                               

                            	 
	
                              CHANGE
      OF CONTROL

                            
	 	 	 
	
                              Section
      5.1

                            	
                              Change
      of Control Defined

                            	
                              6

                            
	
                              Section
      5.2

                            	
                              Participants'
      Options upon a Change of Control

                            	
                              6

                            


                    

                  

                

              

            

          

        

      

      


      ARTICLE
VI

      


      MISCELLANEOUS
PROVISIONS

      


      
        
          
            	
                    Section
      6.1

                  	
                    Notice
      and Election

                  	
                    7

                  
	
                    Section
      6.2

                  	
                    Construction
      and Language

                  	
                    7

                  
	
                    Section
      6.3

                  	
                    Headings

                  	
                    7

                  
	
                    Section
      6.4

                  	
                    Non-Alienation
      of Benefits

                  	
                    7

                  
	
                    Section
      6.5

                  	
                    Indemnification

                  	
                    7

                  
	
                    Section
      6.6

                  	
                    Severability

                  	
                    7

                  
	
                    Section
      6.7

                  	
                    Waiver

                  	
                    8

                  
	
                    Section
      6.8

                  	
                    Governing
      Law

                  	
                    8

                  
	
                    Section
      6.9

                  	
                    Taxes

                  	
                    8

                  
	
                    Section
      6.10

                  	
                    No
      Deposit Account

                  	
                    8

                  
	
                    Section
      6.11

                  	
                    Compliance
      with Internal Revenue Code Section 409A

                  	
                    8

                  
	
                    Section
      6.12

                  	
                    Amendment
      and Termination

                  	
                    9

                  


          

        

      

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    DEFERRED
COMPENSATION PLAN FOR DIRECTORS

    OF

    ASTORIA
FINANCIAL CORPORATION

     

    ARTICLE
I

     

    


     

    DEFINITIONS

     

    The
following definitions shall apply for the purposes of this Plan unless a
different meaning is clearly indicated by the context:

     

    Section
1.1 Administrator  means
the Compensation Committee of the Board.

     

    Section
1.2 Association  means
Astoria Federal Savings and Loan Association.

     

    Section
1.3 Board  means
the Board of Directors of the Holding Company.

     

    Section
1.4 Change
of Control  has
the meaning set forth in section 5.1.

     

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

     

    Section
1.6 Director  means
any member of the Board of Directors of any Participating Company who is not an
employee of any Participating Company. The term "Director" shall not include any
individual to the extent that his service is as a director emeritus or a member
of an advisory board.

     

    Section
1.7 Exchange
Act  means
the Securities Exchange Act of 1934, as amended (including the corresponding
provisions of any succeeding law).

     

    Section
1.8 Fees  means,
with respect to any Director, compensation payable for services as a member of
the Board of Directors of a Participating Company, including annual retainers,
fees for attendance at meetings, and special compensation as a chairman and/or a
member of a committee of Directors.

     

    Section
1.9 Holding
Company  means
Astoria Financial Corporation.

     

    Section
1.10 Memorandum
Account  means,
with respect to a Participant, an account maintained by the Holding Company to
which is credited the amount of the Participant's deferred Fees together with
interest thereon pursuant to section 3.2, and against which are charged any
distributions of amounts credited to the Memorandum Account.

     

    Section
1.11 Participant  means
a Director who has a Memorandum Account under the Plan.

     

    
      
         

      

      
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    Section
1.12 Participating
Company  means
the Holding Company, the Association, and any other company which, with the
prior approval of the Administrator, may adopt this Plan.

     

    Section
1.13 Plan  means
this Deferred Compensation Plan for Directors. The Plan may be referred to as
the "Deferred Compensation Plan for Directors of Astoria Financial
Corporation.

     

    ARTICLE
II


     

    PARTICIPATION

     

    Section
2.1 Election
to Participate.

     

    Any
Director may elect to become a Participant in the Plan by submitting to the
Administrator a written election to defer receipt of all or a specified part of
his Fees. Such election shall be made on or before the last day of any calendar
year and shall be effective for the calendar year following the calendar year in
which such election is made; provided, however, that in the case of initial
elections made during 1994 or during the thirty (30) days after a person is
first elected or appointed to serve as a Director, such election may be
effective for Fees earned on or after an earlier date designated by the Director
that is after the last day of the calendar month in which such election is filed
with the Administrator. Once an election is made, it shall continue in effect
for all succeeding calendar years until changed or revoked pursuant to section
2.2.

     

    Section
2.2 Changes
in Participation.

     

    An
election by a Director pursuant to section 2.1 shall continue in effect until
termination of service as a Director; provided, however, that the Director may,
by written election filed with the Administrator, increase or decrease the
portion of his Fees to be deferred or discontinue such deferral altogether. Such
election shall be effective with respect to Fees earned after the calendar year
in which such election is filed with the Administrator. In the event that a
Participant ceases to be a Director or in the event that a Director ceases to
defer receipt of his Fees, the balance in his Memorandum Account shall continue
to be credited with interest in accordance with Article V. A Director who has
filed a written election to cease deferring receipt of his Fees may thereafter
again file an election to defer receipt of all or any portion of his Fees
pursuant to section 2.1, effective for the calendar year subsequent to the
calendar year in which he files the new election.

     

    ARTICLE
III


     

    DEFERRED
AMOUNTS

     

    
      Section
3.1 In
General.

    

     

    The
Administrator shall maintain a separate Memorandum Account for each Participant.
The amount of a Participant's Fees deferred pursuant to section 2.1 shall be
credited to his Memorandum Account as of the date on which such Fees would have
been paid if an 

     

    
      
         

      

      
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    election
to defer were not in effect. Neither the Association nor any Participating
Company shall fund its liability for the balances credited to a Memorandum
Account, but each shall reflect its liability for such balances on its books.
The Holding Company may, on such terms and conditions as it may, in its
discretion, establish and agree to assume the liability for the payment of
deferred Fees and interest thereon attributable to service for the Association
or other Participating Companies.

     

    
      Section
3.2 Interest
Credited to the Memorandum Account.

    

     

    A
Participant's Memorandum Account shall be credited with interest as of the last
day of each calendar quarter. Such interest credit shall be equal to the product
of:

     

    (a)           the
average daily balance in the Memorandum Account during the quarter then ended;
multiplied by

     

    (b)           twenty-five
percent (25%) of the lower of:

     

    (i)           the
average (on a consolidated basis) of (A) the Holding Company's yield (expressed
as an annual percentage rate) on its average investments for the preceding
quarter and (B) the Holding Company's cost of funds (expressed as an annual
percentage rate) on its average interest-bearing liabilities for the quarter
preceding the quarter then ended; and

     

    (ii)           the
Holding Company's yield on a consolidated basis (expressed as an annual
percentage rate) on its average investments for the quarter preceding the
quarter then ended.

     

    Each such
interest credit shall be added to the balance of a Participant's Memorandum
Account as of the first day of the succeeding quarter for purposes of
determining future interest credits.

     

    
      Section
3.3 Vesting.

    

     

    All
deferred fees and interest credited to the Memorandum Account shall be 100%
vested at all times.

     

    ARTICLE
IV


     

    DISTRIBUTIONS

     

    
      Section
4.1 Distributions
to Participants.

    

     

    (a)           The
balance in a Participant's Memorandum Account shall be paid to the Participant
according to the payment schedule determined under section 4.1(b) as of the
earlier of:

     

    (i)           the
first business day of the calendar quarter following the calendar quarter in
which the Participant ceases to be a Director of any and all 

     

    
      
         

      

      
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    Participating
Companies for any reason, including death or retirement at mandatory retirement
age; or

     

    (ii)           the
first business day of the calendar quarter following the calendar quarter in
which the Participant becomes permanently and totally disabled within the
meaning of section 22(e)(3) of the Code.

     

    Payment
(or the first in a series of payments) shall be made as soon as practicable
after the date determined under this section 4.1(a).

     

    (b)           Subject
to section 4.1(c), payments made pursuant to section 4.1(a) shall be made
according to whichever of the following payment schedules the Participant shall
designate in his initial election to defer receipt of Fees (or in a subsequent
election made and approved pursuant to section 4.2):

     

    (i)           in
a single lump sum, in which case the amount of the payment shall be equal to the
entire balance credited to the Participant's Memorandum Account as of the last
day of the calendar quarter before the quarter in which the payment is to be
made;

     

    (ii)           in
such number of quarterly installment payments (not to exceed one-hundred (100)
quarterly payments) as the Participant shall specify in his written election to
defer receipt of Fees, in which case the amount of the quarterly installment
payments to be made in each calendar year shall be equal to the lesser of the
total balance in the Participant's Memorandum Account as of the date of payment
and the amount determined under the following formula:

      

    
      
        
          
            	      
                               
      AB

                    QP
       =   ----

                                
      N

                  


          

        

      

    

     

    where:

     

    (A)           "QP"
is the amount of the quarterly payment;

     

    (B)           "AB"
is the balance credited to the Participant's Memorandum Account as of (I) for
the first calendar year in which payments are made, the first day of the first
calendar quarter for which a payment is made, and (II) for succeeding calendar
years, January 1st of the year for which the payment is being made;

     

    (C)           "N"
is the number of payments remaining to be paid as of (I) in the case of the
first calendar year in which payments are made, the first day of the first
calendar quarter for which a payment is due, and (II) in the case of succeeding
calendar years, January 1st of the year for which the payment is
made.

     

    
      
         

      

      
        - 4
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    The
amount of the quarterly installments payable shall be adjusted as of the first
day of each calendar year until the entire Memorandum Account has been
distributed. Notwithstanding anything in this section 4.1(b)(ii) to the
contrary, the final scheduled quarterly installment shall include the entire
remaining balance credited to the Memorandum Account.

     

    If the
Participant fails to designate a payment schedule in his election to defer
receipt of Fees, then payment shall be made in one hundred (100) quarterly
installments determined in accordance with section 4.1(b)(ii).

     

    (c)           If,
after payments have begun pursuant to section 4.1(a), the balance credited to a
Participant's Memorandum Account falls below $10,000, the Administrator may, in
its discretion, pay out such remaining balance in a lump sum, regardless of the
payment schedule selected by the Participant pursuant to section
4.1(b).

     

    
      Section
4.2 Change
of Payment Schedule.

    

     

    A
Participant may, at any time prior to January 1, 2009, by written notice to the
Administrator, request a change in the payment schedule in effect for his
Memorandum Account under section 4.1(b) and applicable to payments scheduled to
be after the close of the calendar in which the election is filed with the
Administrator; such electon may provide for any time and form of payment
permitted in section 4.1 or for a lump sum payment on January 1, 2009 of the
entire balance credited to the Memorandum Account.  A Participant may
elect to change the payment schedule applicable to his Memorandum Account at
such other times and subject to such terms and conditions as may be permitted
under section 409A of the Code

     

    
      Section
4.3 Distributions
to Beneficiaries.

    

     

    (a)           In
the event that a Participant dies prior to the receipt of all amounts payable to
him pursuant to the Plan, any remaining balance credited to his Memorandum
Account shall be paid to such one or more beneficiaries and in such proportions
as the Participant may designate on such form and in such manner as the
Administrator may require. A beneficiary designation pursuant to this section
4.3 shall not be effective unless it is in writing and is received by the
Administrator prior to the death of the Participant making the
designation.

     

    (b)           Payments
to the Participant's beneficiary(ies) pursuant to this section 4.3 shall be
payable in a lump sum within ninety (90) days after the Participant's death,
unless the Participant directs that payment be made according to the payment
schedule selected by the Participant pursuant to section 4.1(b).

     

    (c)           If
no beneficiary shall have been designated or if any such designation shall be
ineffective, or in the event that no designated beneficiary survives the
Participant, the balance credited to the Participant's Memorandum Account shall
be paid to his estate in a lump sum as soon as practicable following his death.
In the event that the Participant and one or more of his designated
beneficiaries shall die under circumstances which cast doubt on which of them
shall have been the first to die, the Participant shall be deemed to have
survived the deceased beneficiary.

     

    
      
         

      

      
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    ARTICLE
V


     

    CHANGE OF
CONTROL

     

    
      	
               
      

            	
              Section
      5.1

            	
              Change
      of Control Defined.

            


    

     

    A Change
of Control means, with respect to an Eligible Director:  (a) a change
in ownership of the Participant’s Service Recipient; (b) a change in effective
control of the Participant’s Service Recipient; or (c) a change in the ownership
of a substantial portion of the assets of the Participant’s Service
Recipient.  The identity of an Eligible Director's Service Recipient
and existence of a Change in Control Event shall be determined by the
Administrator in accordance with section 409A of the Code and the regulations
thereunder.

     

    
      	
               
      

            	
              Section
      5.2

            	
              Participants'
      Options upon a Change of
Control.

            


    

     

    In the
event of Change of Control, the Memorandum Account maintained for a Participant
shall continue to be held by the Administrator and distributed in accordance
with the terms of the Plan; provided, however, that the Participant may, no
later than thirty (30) days after first being eligible to participate in the
Plan (or if later, December 31, 2008 with respect to a Change of Control that
occurs after such date and also constitutes a change in control for purposes of
section 409A of the Code) elect to receive payment in a lump sum within thirty
(30) days following the Change of Control and, if no such election is made, may
elect, no later than sixty (60) days after the Change in Control occurs,
to:

     

    (a)           cause
the Participating Companies or their respective successors to place in a trust
fund with a trustee selected by the Participant an amount equal to the balance
credited to his Memorandum Account, plus any additional Fees thereafter
deferred, to be invested for the account of the Participant, in which case
payments shall continue to be made at the time or times determined under the
Plan and the balance credited to the Memorandum Account shall at all times
thereafter be equal to the balance held in such trust fund; or

     

    (b)           cause
the Participating Companies or their respective successors to purchase and hold
an annuity contract issued by an insurance company selected by the Participant,
the terms of which provide the same or substantially similar benefits as he
would have received under the Plan if the Participant had terminated service as
a Director as of the date of purchase of such annuity contract; provided,
however, that the premium cost of such annuity contract shall not exceed the
balance in the Memorandum Account.

     

    Actions
taken pursuant to this section 5.2 shall be taken in such manner as to avoid
causing the Participant to be in constructive receipt of income under the Plan
prior to the actual payment of benefits. The Participating Companies shall pay
all taxes, trustees' fees and other administrative charges or expenses
associated with the establishment or continuance of such a trust fund or
purchase of such an annuity contract.

     

    
      
         

      

      
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    ARTICLE
VI


     

    MISCELLANEOUS
PROVISIONS

     

    
      Section
6.1 Notice
and Election.

    

     

    The
Administrator shall provide a copy of this Plan and the resolutions of adoption
to each Director together with a form on which the Director may notify the
Administrator of his election whether to become a Participant, which letter, if
he so elects, he may complete, sign and return to the
Administrator.

     

    
      Section
6.2 Construction
and Language.

    

     

    Wherever
appropriate in the Plan, words used in the singular may be read in the plural,
words in the plural may be read in the singular, and words importing the
masculine gender shall be deemed equally to refer to the feminine or the neuter.
Any reference to an Article or section shall be to an Article or section of the
Plan, unless otherwise indicated.

     

    
      Section
6.3 Headings.

    

     

    The
headings of Articles and sections are included solely for convenience of
reference. If there is any conflict between such headings and the text of the
Agreement, the text shall control.

     

    
      Section
6.4 Non-Alienation
of Benefits.

    

     

    The right
to receive a benefit under the Plan shall not be subject in any manner to
anticipation, alienation or assignment, nor shall rights be liable for or
subject to debts, contracts, liabilities or torts.

     

    Section
6.5 Indemnification.

     

    Each
Participating Company shall indemnify, hold harmless and defend its Directors
and Participants, and the beneficiaries of each, against their reasonable costs,
including legal fees, incurred by them or arising out of any action, suit or
proceeding in which they may be involved, as a result of their efforts, in good
faith, to defend or enforce terms of the Plan.  Any payment or
reimbursement to effect such indemnification shall be made no later than the
last day of the calendar year following the calendar year in which the
Participant incurs the expense or, if later, within sixty (60) days after the
settlement or resolution that gives rise to the Participant’s right to
reimbursement; provided, however, that the Participant shall have submitted to
the Participating Company documentation supporting such expenses at such time
and in such manner as the Participating Company may reasonably
require.

     

    
      Section
6.6 Severability.

    

     

    A
determination that any provision of the Plan is invalid or unenforceable shall
not affect the validity or enforceability of any other provision
hereof.

     

    
      
         

      

      
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      Section
6.7 Waiver.

    

     

    Failure
to insist upon strict compliance with any of the terms, covenants or conditions
of the Plan shall not be deemed a waiver of such term, covenant or condition. A
waiver of any provision of the Plan must be made in writing, designated as a
waiver, and signed by the party against whom its enforcement is sought. Any
waiver or relinquishment of any right or power hereunder at any one or more
times shall not be deemed a waiver or relinquishment of such right or power at
any other time or times.

     

    Section
6.8 Governing
Law.

     

    The Plan
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 laws of the
United States. Any payments made pursuant to this Plan are subject to and
conditioned upon their compliance with 12 U.S.C. § 1828(k) and any regulations
promulgated thereunder.

     

    
      Section
6.9 Taxes.

    

     

    Each
Participating Company shall have the right to retain a sufficient portion of any
payment made under the Plan to cover the amount required to be withheld pursuant
to any applicable federal, state and local tax law.

     

    
      Section
6.10 No
Deposit Account.

    

     

    Nothing
in this Plan shall be held or construed to establish any deposit account for any
Participant or any deposit liability on the part of the Association or any other
financial institution which is a Participating Company. Participants' rights
hereunder shall be equivalent to those of a general unsecured
creditor.

     

    Section 6.11 Compliance with Internal
Revenue Code Section 409A.

     

    Notwithstanding anything in the Plan to
the contrary, any payment due hereunder on account of the Participant's
termination of service shall not be made prior to, and shall, if necessary, be
deferred to and paid on the later of the date sixty (60) days after the
Participant's earliest separation from service (within the meaning of Treasury
Regulation Section 1.409A-1(h)) and, if the Participant is a specified employee
(within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of
his or her separation from service, the first day of the seventh month following
the Participant’s separation from service.  Each amount payable under
this Plan that is required to be deferred beyond the Participant’s separation
from service, shall be deposited on the date on which, but for such deferral,
the Participating Company would have paid such amount to the Participant, in a
grantor trust which meets the requirements of Revenue Procedure 92-65 (as
amended or superseded from time to time), the trustee of which shall be a
financial institution selected by the Participating Company with the approval of
the Participant (which approval shall not be unreasonably withheld or delayed),
pursuant to a trust agreement the terms of which are approved by the Executive
(which approval shall not be unreasonably withheld or delayed) (the “Rabbi
Trust”), and payments made shall include earnings on the investments made with
the assets of the Rabbi Trust, which investments shall consist of
short-

     

    
      
         

      

      
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    term
investment grade fixed income securities or units of interest in mutual funds or
other pooled investment vehicles designed to invest primarily in such
securities.  Furthermore, this Plan shall be construed and
administered in such manner as shall be necessary to effect compliance with
section  409A. of the Code

     

    Section
6.12 Amendment and
Termination.

     

    (a)           The
Holding Company reserves the right, in its sole and absolute discretion, at any
time and from time to time, by action of the Board, to amend the Plan in whole
or in part.  In no event, however, shall any such amendment adversely
affect the right of any Participant, former Participant or Beneficiary to
receive any benefits under the Plan in respect of participation for any period
ending on or before the later of the date on which such amendment is adopted or
the date on which it is made effective..

     

    (b)           The
Holding Company reserves the right, in its sole and absolute discretion, by
action of the Board, to terminate the Plan, but only in the following
circumstances:

     

    (i)           within
thirty (30) days before or twelve (12) months after any Change of Control that
constitutes a change of control for purposes of section 409A of the Code; provided, however, that in
such event, all agreements, methods, programs, and other arrangements sponsored
by the Holding Company immediately after the time of the Change of Control with
respect to which deferrals of compensation are treated as having been deferred
under a single plan (under section 409A of the Code and the regulations
thereunder) are terminated and liquidated with respect to each Participant that
experienced the Change of Control, so that under the terms of the termination
and liquidation all such Participants are required to receive all amounts of
compensation deferred under the terminated agreements, methods, programs, and
other arrangements within twelve (12) months of the date the Holding Company
irrevocably takes all necessary action to terminate and liquidate the
agreements, methods, programs, and other arrangements.

     

     (ii)           at
such other time and in such other circumstances as may be permitted under
section 409A of the Code.

     

     (c)           The
Holding Company reserves the right, in its sole and absolute discretion, by
action of the Board, to suspend the operation of the Plan, but only in the
following circumstances:

     

    (i)           With
respect to Fees to be earned and paid in calendar years beginning after the date
of adoption of the resolution suspending the operation of the Plan;
and

     

    (ii)           At
such other time and in such other circumstances as may be permitted under
section 409A of the Code.

     

    
      
         

      

      
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    In such
event, no further Fees shall be deferred following the effective date of the
suspension and Memorandum Accounts in existence prior to such date shall
continue to be maintained, and payments shall continue to be made, in accordance
with the provisions of the Plan.

     

    (d)           In
the event that a corporation or trade or business other than the Holding Company
shall adopt this Plan, such corporation or trade or business shall, by adopting
the Plan, empower the Company to amend or terminate the Plan, insofar as it
shall cover employees of such corporation or trade or business, upon the terms
and conditions set forth in this section 6.12; provided, however, that any
such corporation or trade or business may, by action of its board of directors
or other governing body, amend or terminate the Plan, insofar as it shall cover
employees of such corporation or trade or business, at different times and in a
different manner.  In the event of any such amendment or termination
by action of the board of directors or other governing body of such a
corporation or trade or business, a separate plan shall be deemed to have been
established for the employees of such corporation or trade or business, and any
amounts set aside to provide for the satisfaction of benefit liabilities with
respect to employees of such corporation or trade or business shall be
segregated from the assets set aside for the purposes of this Plan at the
earliest practicable date and shall be dealt with in accordance with the
documents governing such separate plan.

     

    
      
         

      

      
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