Unassociated Document


    
      Exhibit
10-51

    

     

    


    


    


    ASTORIA
FEDERAL SAVINGS AND LOAN ASSOCIATION

    


    SUPPLEMENTAL
BENEFIT PLAN

    


    As
amended effective January 1, 2009

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASTORIA
FEDERAL SAVINGS AND LOAN ASSOCIATION

    


     SUPPLEMENTAL BENEFIT PLAN

    


    ARTICLE
I

    


    DEFINITIONS

    


    


    
      1.01 Association

    

    


    Astoria
Federal Savings and Loan Association.

    


    


    
      1.02 Committee

    

    


    The
persons appointed by the Association to administer the Plan.

    


    


    1.03 Effective
Date


    


    This Plan
is effective January 1, 1989.

    


    


    1.04 Plan

    


    The
Astoria Federal Savings and Loan Association Supplemental Benefit
Plan.

     

    


    
      1.05 Qualified Retirement
Plan

    

    


    The
Astoria Federal Savings and Loan Association Employees’ Pension
Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
II

    


    PARTICIPATION

    


    


    
      2.01 Eligibility and Commencement
of Participation

    

    


    The
employees listed in Appendix A to this Plan shall become Participants in this
Plan as of the Effective Date.

    


    


    ARTICLE
III

    


    BENEFITS TO
PARTICIPANTS


    


    
      3.01 Supplemental Retirement
Benefits

    

    


    (a) The
Plan shall provide benefits equal to the difference, if any,
between:


    


    
      i)
The
benefit payable under the Qualified Plan assuming the benefit formula in effect
on December 31, 1988 had not been changed, and

    

     

    ii)
The
benefit payable under the Qualified Plan based on the benefit formula in effect
on January 1, 1992.

    


    For
purposes of calculating amounts under (i) and (ii) above, the provisions of the
Qualified Plan shall be deemed not to reflect any of the limitations contained
in the Internal Revenue Code with respect to benefits payable or
compensation.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    (b) Benefits shall be payable-commencing in the later of the month after the
Participant's 65th birthday or month following the month in which the
Participant terminates employment unless, within thirty (30) days after first
becoming a Participant (or, if later, December 31, 2008 with respect to benefits
payable after December 31, 2008) the Participant elects that payments begin at
termination of employment or on a specified date after termination of employment
but before attainment of age 65.   Benefits shall be payable in
the form of a single life annuity for the life of the Participant unless, within
thirty (30) days after first becoming a Participant (or, if later, December 31,
2008 with respect to benefits payable after December 31, 2008) the Participant
elects that payments be made in another optional form of payment permitted under
the Qualified Plan or in a lump sum.  Payments made in the form of an
optional form of benefit or a lump sum shall be determined using the applicable
interest rate and mortality assumptions in effect under the Qualified Plan when
the benefit calculation is made.  In the case of a payment election
after December 31, 2008 by a Participant who also participates in the Astoria
Federal Savings and Loan Association Excess Benefit Plan, any payment election
under this Plan must be concurrent with, and the same in all respects as, the
payment election under the Excess Benefit Plan.

     

               (c) A Participant
may elect that, in the event of a change in control of the Association (within
the meaning of section 409A of the Internal Revenue Code) any remaining benefits
due to him under the Plan shall be made in a single lump sum on the effective
date of the change in control, such lump sum to be computed on the basis of the
interest rate and mortality assumptions applicable under the Qualified Plan as
of the

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    date of payment.  Such an election shall be made within
thirty (30) days after first becoming a Participant or, if later in the case of
benefits payable after December 31, 2008, no later than December 31, 2008.   In the case of a payment election
after December 31, 2008 by a Participant who also participates in the Astoria
Federal Savings and Loan Association Excess Benefit Plan, any payment election
under this Plan must be concurrent with, and the same in all respects as, the
payment election under the Excess Benefit Plan.

     

               (d) Notwithstanding
anything in the Plan to the contrary any benefit under the Plan that becomes
payable due to a Participant's termination of employment shall (a) if necessary,
be deferred to and payable on (or commencing on) the earliest date on which the
Participant has a "separation from service" (within the meaning of section 409A
of the Code) and (b) if the Participant is a "specified employee" (within the
meaning of section 409A of the Code on the date of his separation from service
shall be further deferred to the first day of the seventh calendar month to
begin after separation from service.  The amount of any payments
scheduled to be made during the deferral period shall be paid, with interest at
the rate of six percent (6%) per annum, compounded annually from the scheduled
payment date to the end of the required deferral period, immediately following
the end of any required deferral period.


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
IV

    


    ADMINISTRATION


    


    4.01 Duties of the
Committee

    


    The
Committee shall have full responsibility for the management, operation,
interpretation and administration of the Plan in accordance with its terms,
and shall
have such authority as is necessary or appropriate in carrying out its
responsibilities.  Actions taken by the Committee pursuant to this
Section 4.01 shall be conclusive and binding upon the Association, Participants,
former Participants, beneficiaries, and other interested parties.  All
decisions, interpretations, and actions made by the Committee shall at all times
be consistent with the requirements of the Qualified Retirement Plan as if that
plan could have provided the benefits described herein.

    


    4.02 Unfunded Character of the
Plan

     

    The Plan
shall be unfunded. Neither the Association nor the Committee nor its individual
members shall segregate or otherwise identify specific assets to be applied to
the purposes of the Plan, nor shall any of them be deemed to be a trustee of any
amounts to be paid under the Plan. Any liability of the Association to any
person with respect to benefits payable under the Plan shall be based solely
upon such contractual obligations, if any, as shall be created by the Plan, and
shall give rise only to a claim against the general assets of the Association.
No such liability shall be deemed to be secured by any pledge or any encumbrance
on any specific property of the Association.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
V

     

    MISCELLANEOUS
PROVISIONS

    


    5.01 Amendment and
Termination

     

    The Board
of Directors of the Association shall have the right to amend or terminate the
Plan, in whole or part at its sole discretion, at any time. Benefits accrued
under the Plan as of the date of any amendment or termination shall not be
reduced, and such benefits shall become nonforfeitable to the same extent that
such rights would be nonforfeitable if such benefits had been provided under the
Qualified Retirement Plan. If the Plan is terminated, the Association shall pay
the accrued benefits provided by the Plan to each Participant. Any termination of the Plan and related payment of
benefits shall conform to the requirements of section 409A of the
Code.

     

    5.02 Operation as Deferred
Compensation Plan

     

    The Plan
is intended to be an unfunded, non-qualified deferred compensation plan covering
a select group of highly compensated employees and management.

    


    The Plan
is not intended to comply with any other requirements of Section 401(a) of the
Internal Revenue Code. The Plan shall be administered and construed so as to
effectuate this
intent.

     

     5.03 Internal Revenue Code
Section 409A Compliance

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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
Participants and other interested parties, and on a prospective or retroactive
basis, including but not limited to amendment in a manner that adversely affects
the rights of participants and other interested parties, to the extent necessary
to effect such compliance. 

    


    
      5.04 Nonassignability

       

    

    The
benefits of a Participant (or his spouse, if any) shall not be transferable or
assignable except by reason of the laws of decent and distribution.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    APPENDIX
A

    


    ASTORIA
FEDERAL SAVINGS AND LOAN ASSOCIATION

    


    SUPPLEMENTAL
BENEFIT PLAN

    


    


    Plan
Participants

    


    
      	
              Social
      Security Number

            	
              Name

            


    

     

    
      
        	 
      	 
      	
                Wilfred
      DeJesus

                 Monte
      Redman

                Edward
      Spegowski

                Steven
      Miss

                John
      Grady

                Mark
      Manna

                William
      Mannix

                George
      Stagl

                Howard
      Burkhart

                Stephen
      Martini

                Arnold
      Greenberg

                Kenneth
      Bowman

                John
      Romano

                Robert
      Dressler

                Mario
      Cocchetto

                Edward
      Price

                Andrew
      Blazek

                George
      Engelke

                John
      Biggs

                Robert
      Lund

                Frederic
      Miers

                Michael
      Wirnshofer

                Rhoda
      Baisi

                Louis
      Abbatepaolo

                  William
      Wepner

                William
      Sheerin

                John
      Mastrodomenico

                Frank
      Beiter

                Salvatore
      Alarimo

                Thomas
      Drennan