Unassociated Document


    Exhibit
10-9

    
      


    

    ASTORIA
FEDERAL SAVINGS AND LOAN ASSOCIATION

    and

    ASTORIA
FINANCIAL CORPORATION

    DIRECTORS’
RETIREMENT PLAN

     

    Effective
January 1, 1990, as amended and restated effective April 1, 2006 and further
amended and restated effective January 1, 2009

     

    
      	
              1.

            	
              Directors
      eligible to participate (“Eligible Directors”) in this Directors’
      Retirement Plan (the “Plan”) shall only be those who serve, or have
      served, on or after January 1 1990, as directors on the Board of Directors
      of Astoria Federal Savings and Loan Association (the “Association”) or the
      Board of Directors of Astoria Financial Corporation (the “Company”) and
      are not and were not, on or before the date they have separated from
      service with any and all such Boards on which they have served (such date,
      for each director, the “Separation from Service”), full-time employees of
      the Association or institutions merged with the Association prior to the
      formation of the Company, or of companies merged with or acquired by the
      Association or Company thereafter.  Any Eligible Director who
      becomes a full-time employee of the Association or the Company on or
      before the director’s Separation from Service shall cease to be an
      Eligible Director, and shall no longer be able to participate in this
      Plan.

            


    

     

    
      	
              2.

            	
              The
      mandatory retirement age for members of the Board of Directors of the
      Association shall be as set forth in the Bylaws of the Association, as
      amended from time to time, as in effect on January 1, 1990 or, if later,
      the date on which the individual became an Eligible
    Director.

            


    

     

    
      	
              3.

            	
              The
      mandatory retirement age for members of the Board of Directors of the
      Company shall be as set forth in the Bylaws of the Company, as amended
      from time to time, as in effect on January 1, 2004 or, if later, the date
      on which the individual became an Eligible
  Director.

            


    

     

    
      	
              4.

            	
              For
      purposes of determining benefits (the “Monthly Benefits”) under Paragraph
      5 hereof the following definitions shall
apply;

            


    

     

    
      	
               
      

            	
              (a)

            	
              Full
      Years of Service shall be the greater of years of service for the Board of
      Directors of the Association or the Company.  Years of Service
      on the Board of Directors of an Acquired Company shall be recognized as
      Years of Service with the Association or the Company in the case of any
      Eligible Director who (i) served on the Board of Directors of an Acquired
      Company immediately prior to its acquisition by the Association or the
      Company and (ii) became a member of the Board of Directors of the
      Association or the Company immediately upon such
      acquisition.  In the event of a Change of Control (as defined
      below), Years of Service shall be computed as if the Eligible Director's
      service had continued through May 31st of the calendar year in which the
      Eligible Director's current term would
expire.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Monthly
      Fee for any Eligible Director as of any date shall mean the aggregate of
      the following: (i) one-twelfth of the annual retainer(s) rate in effect
      for service as a director of the Boards of Directors of the Association
      and the Company, (ii) one-twelfth of the annual retainer in effect for
      service as chairman of a committee of the Boards of Directors of the
      Association and the Company of which such Eligible Director is chairman;
      and (iii) one-twelfth of the aggregate per-meeting fees (if any) actually
      paid to such Eligible Director for attendance at meetings of the Board of
      Directors of the Association and the Company and any committees thereof
      during the twelve consecutive calendar month period ending with the month
      that includes the date in question.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Acquired
      Company shall mean Fidelity New York, F.S.B., The Greater New York Savings
      Bank, Long Island Bancorp, Inc, and The Long Island Savings Bank,
      FSB.

            


    

     

    
      	
              5.

            	
              The
      Monthly Benefit to which an Eligible Director shall be entitled shall be
      based upon the following vesting
schedule:

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    
                                      Full Years

                                      of

                                      Service

                                    

                                  	 	
                                    
                                      Monthly Benefit, calculated by multiplying

                                      the percentage below by the Monthly Fee

                                    

                                  	 
	 
      	 	 	 
	
                                    Less
      than 10

                                  	 	 	0	%
	
                                    10

                                  	 	 	50	%
	
                                    11

                                  	 	 	55	%
	
                                    12

                                  	 	 	60	%
	
                                    13

                                  	 	 	65	%
	
                                    14

                                  	 	 	70	%
	
                                    15

                                  	 	 	75	%
	
                                    16

                                  	 	 	80	%
	
                                    17

                                  	 	 	85	%
	
                                    18

                                  	 	 	90	%
	
                                    19

                                  	 	 	95	%
	
                                    20
      or more

                                  	 	 	100	%


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    In the
case of an Eligible Director who has received or is eligible to receive a
benefit under another director retirement plan for service as a director of an
Acquired Company, the Monthly Benefit payable under this Plan (when expressed as
a single life annuity) shall be reduced by the monthly benefit paid or payable
under such other plan (when expressed as a single life annuity payable at the
same time as the Monthly Benefit is payable under this Plan).

     

    Except as
provided below with respect to Monthly Benefits which become payable following a
Change of Control (as defined below), the Monthly Benefit shall be paid as
follows:


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              Normal
      Retirement:  Monthly Benefits shall be paid monthly
      commencing on the first day of the month following retirement upon
      reaching the later of the mandatory retirement ages set forth in the
      Bylaws of the Company and the Association as in effect on January 1, 2004
      and January 1, 1990, respectively, or, if later, the date on which the
      individual became an Eligible
Director.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Early
      Retirement:  Monthly Benefits shall be paid monthly
      commencing on the later of the first day of the month following retirement
      or the first day of the month following attainment of age 65. For purposes
      of the Plan and subject to Paragraph 11, Early Retirement shall include
      all manner and means by which an Eligible Director ceases to serve as a
      director of the Company and the Association, excluding only normal
      retirement, removal for cause or, as provided in Paragraph 8,
      death.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Disability:  Monthly
      Benefits shall be paid monthly commencing on the first day of the month
      following the date an Eligible Director ceases to serve on the Boards of
      Directors of the Company and the Association as a result of such Eligible
      Director’s disability, within the meaning of Paragraph 7
      below.

            


    

     

    
      	
              6.

            	
              The
      Plan is intended to be an unfunded plan and the Monthly Benefits will be
      paid as due by the Association from its general
  assets.

            


    

     

    
      	
              7.

            	
              In
      the event that an Eligible Director’s service on the Boards of Directors
      of the Company and the Association ceases as a result of such Eligible
      Director’s disability, the Board of Directors of the Association may waive
      or accelerate the vesting of the Monthly Benefit that would otherwise be
      determined according to the vesting schedule in  Paragraph 5 of
      the Plan for such Eligible Director up to 100% of the Monthly Fee received
      by the Eligible Director..  Disability for this purpose shall
      mean any medically determinable physical or mental impairment which can be
      expected to result in death or to last for a continuous period of at least
      twelve (12) months and as a result of which either: (a) the Eligible
      Director is unable to engage in any substantial gainful activity or (b)
      the Eligible Director has been receiving income replacement benefits for a
      period of at least three (3) months under an accident and health plan
      covering employees of the Eligible Director’s employer, as determined by
      the Board of Directors of the Association in accordance with section 409A
      of the Internal Revenue Code of 1986, as amended (the “Code”) and the
      regulations thereunder.

            


    

     

    
      	
              8.

            	
              All
      benefits payable to an Eligible Director pursuant to the Plan shall
      terminate with the monthly payment made for the month that includes the
      date of death of the Eligible Director, unless the Eligible Director
      elects that benefits be paid in one of the following optional
      forms:

            


    

     

    
      	
               
      

            	
              (a)

            	
              a
      single lump sum payment

            


    

     

    
      	
               
      

            	
              (b)

            	
              fixed
      monthly installments for 120 months

            


    

     

    
      	
               
      

            	
              (c)

            	
              a
      joint and 100% survivor annuity

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    Where the
Eligible Director has made such an election, benefit payments to a Beneficiary
shall be made in accordance with the form of payment elected, and, if payments
to the Eligible Director have not yet begun, shall commence as of the first day
of the month following the later of the date of the Eligible Director’s
termination of service on both the Boards of the Association and the Company or
the date when the Eligible Director would have attained age 65 if he had
survived to such date.  An election of an optional form of payment
shall be in writing in the form and manner determined by the Board of Directors
of the Association and must be made (i) within thirty (30) days of the date the
director first becomes an Eligible Director.  An Eligible Director who
is also entitled to a benefit under another plan for service as a director of
The Long Island Savings Bank, FSB or Long Island Bancorp, Inc. shall be deemed
to have elected fixed monthly installments for 120 months.  An
Eligible Director who is also entitled to a benefit under another plan for
service as a director of The Greater New York Savings Bank shall be deemed to
have elected a joint and 100% survivor annuity form of payment with his spouse
as his contingent annuitant.  The amount of any optional form of
payment shall be determined by, and on the basis of, reasonable interest rate
and mortality assumptions prescribed by an enrolled actuary selected by the
Board of Directors of the Association such that the actuarial present value of
the payments made under the optional form of payment are equivalent to the
actuarial present value of the payments that would be made in the form of a
single life annuity.

     

    Where an
Eligible Director elects a form of payment with a guaranteed minimum number of
payments, the Eligible Director may designate a beneficiary or beneficiaries for
any payments remaining to be made at the time of his death by filing a written
notice with the Corporate Secretary prior to the Eligible Director’s death, in
such form and manner as the Corporate Secretary may prescribe.  An
Eligible Director who has designated a beneficiary or beneficiaries may change
or revoke such designation prior to the Eligible Director’s death by means of a
similar written instrument.  Where an Eligible Director elects a joint
and survivor annuity form of payment, the Eligible Director may designate a
contingent annuitant by filing a written notice with the Corporate Secretary
prior to the commencement of payments or the Eligible Director’s death
(whichever is earlier), in such form and manner as the Corporate Secretary may
prescribe.  An Eligible Director who has designated a contingent
annuitant may change or revoke such designation prior to the commencement of
payments or the Eligible Director’s death (whichever is earlier) by means of a
similar written instrument.  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 Eligible Director, payments due to a
beneficiary shall be paid in a single lump sum to the Eligible Director’s
personal representative, or if no personal representative is appointed within
six (6) months after the Eligible Director’s death or such longer period as the
Board of Directors of the Association deems reasonable in its discretion, to his
surviving spouse, or if he has no surviving spouse, to his then living
descendants, per
stirpes. If any Eligible Director and any one or more of his designated
beneficiary(ies) shall die in circumstances that leave substantial doubt as to
who shall have been the first to die, the Eligible Director shall be deemed to
have survived the deceased Beneficiary(ies).  The presence of
substantial doubt for such purposes shall be determined by the Board of
Directors of the Association in its sole and absolute discretion.  If
the Eligible Director's designated contingent annuitant does not survive


     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    him, then
no survivor benefit shall be paid under a joint and survivor annuity form of
payment.


    In the
event sn Eligible Director dies prior to the commencement of his Monthly Benefit
without having elected an optional form of benefit that provides payments to a
beneficiary or contingent, a lump sum death benefit shall be payable to such
person's designated beneficiary and, if there is no designated beneficiary, to
such person's surviving spouse and, if there is no surviving spouse, to such
person's estate.  Such payment shall be made within thirty days after
the Eligible Director's death and shall be in an amount equal to the accrued
pension liability in respect of the Eligible Director calculated under generally
accepted accounting principles and recorded on the books of the Company and/or
the Association.

     

    Notwithstanding
anything in the Plan to the contrary, an Eligible Director may alternatively
elect, in writing prior to January 1, 2009, that all benefits payable to him
after December 31, 2008 under this Plan and all other plans under which he is
eligible to receive retirement benefits for services as an outside director of
the Association, the Company or their predecessors or successors, other than The
Greater New York Savings Bank Retirement Plan for Non-Employee Directors, be
paid in a single lump sum at the later of January 1, 2009 or the benefit
commencement date specified in such plans.  Such an election shall
have no effect on any rights of such Eligible Director to benefits or services
under The Greater New York Savings Bank Retirement Plan for Non-Employee
Directors.

     

    
      
        	
                9.

              	
                (a)

              	
                A
      Change of Control means, with respect to an Eligible
      Director:  (a) a change in ownership of the Eligible Director's
      Service Recipient; (b) a change in effective control of the Eligible
      Director’s Service Recipient; or (c) a change in the ownership of a
      substantial portion of the assets of the Eligible Director's Service
      Recipient.  Service Recipient means with respect to an Eligible
      Director on any date:  (i) the corporation for which the
      Eligible Director is performing services on such date; (ii) all
      corporations that are liable to the Eligible Director for the benefits due
      to him under the Plan, but only if such benefits are due to the
      performance of service by the Eligible Director to the corporation or
      there is a bona fide business purpose for such corporation to be so
      liable, and no significant purposes of such liability is the avoidance of
      Federal income tax; (iii) a corporation that is a majority shareholder of
      a corporation described in section (i) or (ii) above; or (iv) any
      corporation in a chain of corporations each of which is a majority
      shareholder of another corporation in the chain, ending in a corporation
      described in section (i) or (ii) above.  The existence of a
      Change of Control shall be determined by the compensation committee of the
      Board of Directors of the Company (the “Committee”) in accordance with
      section 409A of the Code and the regulations
  thereunder.

              


      

    

     

    
      
        	
              	
                (b) 

              	
                In
      the event of a Change of Control, the Association shall
    pay:

              


      

       

      
        
          
            	
                  	
                    (i)

                  	
                    If
      the Eligible Director’s service as a director of the Company and the
      Association is terminated on or before the second anniversary of
      the

                  


          

        

         

      

    

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      
        	
                         

              	
                effective
      date of the Change of Control and the Eligible Director so elects in
      writing (either within thirty (30) days after the date the director first
      becomes an Eligible Director, or, if later, prior to January 1, 2009), on
      the date thirty (30) days following the later of
      such  termination of service, or such Change in Control, to the
      Eligible Director a lump sum payment equal to the present value of the
      Monthly Benefits to which such Eligible Director is then entitled under
      the Plan, where such present value is determined using the mortality
      tables prescribed under section 415(b)(2)(E)(v) of the Code and a discount
      rate, compounded monthly, equal to the annualized rate of interest
      prescribed by the Pension Benefit Guaranty Corporation for the valuation
      of immediate annuities payable under terminating single-employer defined
      benefit plans (or, if no such rate is prescribed, the rate prescribed
      under section 417(e)(3) of the Code) for the month in which the Eligible
      Director’s termination of service as a director occurs;
  or

              


      

    

     

    
      
        
          	
                   
      

                	
                  (ii)

                	
                  In
      all other cases, to 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
      Association or the Company with the approval of the Eligible Director
      (which approval shall not be unreasonably withheld or delayed), pursuant
      to a trust agreement the terms of which are approved by the Eligible
      Director (which approval shall not be unreasonably withheld or delayed)
      (the “Rabbi Trust”) to be established for the benefit of the Eligible
      Director at the time of the Change of Control, an amount actuarially
      determined to be sufficient to pay to the Eligible Director, for the
      purpose of paying to the Eligible Director the Monthly Benefit, or such
      other optional form of benefit which the Eligible Director has otherwise
      elected under Paragraph 8 of this Plan, provided pursuant to the Plan as
      such benefit would be payable to the Eligible Director under the terms of
      the Plan but for the Change of
Control.

                


        

         

      

    

    To the
extent of any payment under Paragraph 9(b)(i), the Association shall have no
further liability with respect to the payment of benefits to the Eligible
Director under the Plan. The Association shall continue to be liable for the
payment of benefits under the Plan to the extent of any shortfall in the funds
held in trust for the payment of benefits pursuant to Paragraph 9(b)(ii). To the
extent that upon the conclusion of the payment from the trust of all benefits
due to an Eligible Director under the Plan there is an excess in the funds held
in trust for the benefit of the Eligible Director, such excess shall be returned
to the Association.

     

    
      	
               
      

            	
              (c)

            	
              The
      Association shall pay all taxes, trustee’s fees and other administrative
      charges or expenses associated with the establishment or continuance of
      such Rabbi Trust.

            


    

     

    
      
        	
                10.

              	
                (a)

              	
                Whenever
      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. 

              


      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Any reference to a Paragraph shall be to a Paragraph of the Plan,
unless otherwise indicated.

     

    
      	
               
      

            	
              (b)

            	
              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. This Plan
      shall be binding upon the Association and its successors and assigns,
      including any successor by merger or consolidation or a statutory receiver
      or other person or firm or corporation to which all or substantially all
      of the assets and business of the Association may be sold or otherwise
      transferred.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Association shall indemnify, hold harmless and defend its Eligible
      Directors 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 Eligible
      Director incurs the expense or, if later, within sixty (60) days after the
      settlement or resolution that gives rise to the Eligible Director’s right
      to reimbursement; provided, however, that the Eligible Director shall have
      submitted to the Association documentation supporting such expenses at
      such time and in such manner as the Association may reasonably
      require.

            


    

     

    
      	
               
      

            	
              (d)

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

            


    

     

    
      	
               
      

            	
              (e)

            	
              Failure
      to insist upon strict compliance with any 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 in writing,
      designated as a waiver, and signed by the party against whom 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.

            


    

     

    
      	
               
      

            	
              (f)

            	
              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
      federal law.  The federal and state courts having jurisdiction
      in Nassau, Suffolk and New York Counties, New York shall have exclusive
      jurisdiction over any claim, action, complaint or lawsuit brought under
      the terms of the Plan or in any way relating to the rights or obligations
      of any person under, or the acts or omissions of the Board of Directors of
      the Company and/or the Association or any duly authorized person acting in
      their behalf in relation to, the Plan.  By accepting
      participation in this Plan, the Eligible Director, for himself and any
      other person claiming any rights under the Plan through him, agrees to
      submit himself, and any such legal action described herein that he shall
      bring, to the sole jurisdiction of such courts for the adjudication and
      resolution of such disputes.  The filing of any action, suit or
      

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    proceeding in any other jurisdiction shall result
in a forfeiture of all benefits due under the Plan to or in respect of the
person making such filing.


     

    
      	
               
      

            	
              (g)

            	
              The
      Association 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.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Nothing
      in this Plan shall be held or construed to establish any deposit account
      for any Eligible Director or any deposit liability on the part of the
      Association. An Eligible Directors’ rights hereunder shall be equivalent
      to those of a general unsecured
creditor.

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      Plan may be amended or terminated at any time by resolution of the Board
      of Directors of the Company and the Board of Directors of the
      Association.  If the Plan is terminated, no further benefits
      shall be earned, but benefits earned through the termination date will
      continue to be paid at the times and in the manner provided under the
      Plan.

            


    

     

    
      	
               
      

            	
              (j)

            	
              The
      Plan shall be administered by the Committee.  The Committee
      shall have the exclusive right to interpret the Plan and to decide any
      matters arising in connection with the administration and operation of the
      Plan and to take all other necessary and proper actions to fulfill its
      duties as administrator.  Any action taken or omitted by the
      Committee with respect to the Plan, including any decision,
      interpretation, claim denial or review on appeal, shall be conclusive and
      binding on the Company, the Association and Eligible
      Directors.

            


    

     

    The
Committee shall not be liable for any actions by it under the Plan, unless due
to its own negligence, willful misconduct or lack of good faith.  The
Committee shall be indemnified and held harmless by the Company and/or the
Association from and against all personal liability to which it may be subject
by reason of any act done or omitted to be done in its official capacity as
administrator in good faith in the administration of the Plan, including all
expenses reasonably incurred in its defense in the event the Company and/or the
Association fails to provide such defense upon the request of the
Committee.  The Committee is relieved of all responsibility in
connection with its duties hereunder to the fullest extent permitted by law,
short of breach of duty.

     

    
      	
              11.

            	
              Notwithstanding
      anything herein contained to the contrary, any payments or benefits
      provided to an Eligible Director pursuant to this Plan by the Association
      are subject to and conditioned upon compliance with Section 18K of the
      Federal Deposit Insurance Act, 12 U.S.C. § 1825(k), and any regulations
      promulgated thereunder.

            


    

     

    
      	
              12.

            	
              The
      Plan is intended to be a non-qualified deferred compensation plan
      described in section 409A of the Code.  The Plan shall be
      operated, administered and construed to give effect to such
      intent.  In addition, the Plan shall be subject to amendment,
      with or without advance notice to Eligible Directors and other interested
      parties, and on a prospective or retroactive basis, including but not
      limited to amendment in a manner that 

               

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              adversely
      affects the rights of Eligible Directors and other interested parties, to
      the extent necessary to effect such compliance.  Notwithstanding
      anything in the Plan to the contrary, no payment shall be made prior to,
      and shall, if necessary, be deferred to and paid on the later of the
      Eligible Director's separation from service (within the meaning of
      Treasury Regulation section 1.409A-1(h)) and, if the Eligible Director 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 Eligible Director's separation from
      service.  Each amount payable under this plan that is required
      to be deferred, shall be deposited on the date on which, but for such
      deferral, the Company or the Association would have paid such amount to
      the Eligible Director, in a Rabbi Trust and payments made shall include
      earnings on the investments made with the assets of the Rabbi Trust
      attributable to the deferred amount, which investments shall consist of
      short-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.

            


    

     

    
      
        
          	
                  Dated:
      December 31,
      2008                                                      

                	
                  Astoria
      Federal Savings and Loan Association

                
	 
      	 
      
	 
      	
                  By:

                	
                  /S/ Alan P. Eggleston

                
	 
      	 
      	
                  Alan
      P. Eggleston

                
	 
      	 
      	
                  Executive
      Vice President, Secretary and 

                  General
      Counsel

                
	 
      	 
      
	
                  Dated:
      December 31,
      2008

                	
                  Astoria
      Financial Corporation

                
	 
      	 
      
	 
      	
                  By:

                	
                  /S/ Alan P. Eggleston

                
	 
      	 
      	
                  Alan
      P. Eggleston

                
	 
      	 
      	
                  Executive
      Vice President, Secretary and 

                  General
      Counsel

                


        

      

    

     

    
      
         


      

      
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