Unassociated Document


     

    Exhibit
10-28


    ASTORIA
FINANCIAL CORPORATION

    AMENDED
AND RESTATED

    EMPLOYMENT
AGREEMENT WITH EXECUTIVE OFFICER

     

    This
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered
into as of January 1, 2009 by and between ASTORIA FINANCIAL CORPORATION, a
business corporation organized and operating under the laws of the State of
Delaware and having an office at One Astoria Federal Plaza, Lake Success, New
York 11042-1085 (the “Company”), and George L. Engelke, Jr., an individual
residing at 83 Chelsea Road, Garden City, New York 11530 (the
“Executive”).

     

    WITNESSETH:

     

    WHEREAS, the Executive
currently serves the Company in the capacity of Chairman and Chief Executive
Officer and as Chairman and Chief Executive Officer of its wholly owned
subsidiary, ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION (the “Association”);
and

     

    WHEREAS, the Company desires
to assure for itself the continued availability of the Executive's services and
the ability of the Executive to perform such services with a minimum of personal
distraction in the event of a pending or threatened Change of Control (as
hereinafter defined); and

     

    WHEREAS, the Executive is
willing to continue to serve the Company on the terms and conditions hereinafter
set forth; and

     

    WHEREAS, the Executive
currently has an Employment Agreement with the Company entered into on January
1, 1996 (the “Initial Effective Date”), amended and restated on January 1, 2000,
and further amended as of August 15, 2007 (such agreement, as amended, the
“Prior Agreement”); and

     

    WHEREAS, the Executive and the
Company wish to further amend and modify the Prior Agreement pursuant to Section
25 thereof for the purpose, among others, of compliance with the applicable
requirements of Section 409A of the Internal Revenue Code of 1986 (the
“Code”);

     

    NOW, THEREFORE, in
consideration of the premises and the mutual covenants and conditions
hereinafter set forth, the Company and the Executive hereby amend and restate in
its entirety the Employment Agreement by and between the Company and the
Executive as amended through August 15, 2007 so as to provide as follows from
and after the date hereof:

     

    
      Section
1. Employment.

    

     

    The
Company agrees to continue to employ the Executive, and the Executive hereby
agrees to such continued employment, during the period and upon the terms and
conditions set forth in this Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      Section
2. Employment Period; Remaining
Unexpired Employment Period.

    

     

    (a) The
terms and conditions of this Agreement shall be and remain in effect during the
period of employment established under this Section 2 (the “Employment Period”).
The Employment Period shall be for an initial term of three years beginning on
the Initial Effective Date and ending on the day before the third anniversary
date of the Initial Effective Date, plus such extensions, if any, as are
provided by the Board of Directors of the Company (the “Board”) pursuant to
Section 2(b).

     

    (b)
Beginning on the Initial Effective Date, the Employment Period shall
automatically be extended for one (1) additional day each day, unless either the
Company or the Executive elects not to extend the Agreement further by giving
written notice to the other party, in which case the Employment Period shall end
on the day before the third anniversary of the date on which such written notice
is given. For all purposes of this Agreement, the term “Remaining Unexpired
Employment Period” as of any date shall mean the period beginning on such date
and ending on:

     

    (i) if a
notice of non-extension has been given in accordance with this Section 2(b), the
day before the third anniversary of the date on which such notice is given;
and

     

    (ii) in
all other cases, the day before the third anniversary of the date as of which
the Remaining Unexpired Employment Period is being determined.

     

    Upon
termination of the Executive's employment with the Company for any reason
whatsoever, any daily extensions provided pursuant to this Section 2(b), if not
previously discontinued, shall automatically cease.

     

    (c)
Nothing in this Agreement shall be deemed to prohibit the Company from
terminating the Executive's employment at any time during the Employment Period
with or without notice for any reason; provided, however, that the relative
rights and obligations of the Company and the Executive in the event of any such
termination shall be determined pursuant to this Agreement.

     

    
      Section
3. Duties.

    

     

    The
Executive shall serve as Chairman and Chief Executive Officer of the Company,
having such power, authority and responsibility and performing such duties as
are prescribed by or pursuant to the By-Laws of the Company and as are
customarily associated with such position. The Executive shall devote his or her
full business time and attention (other than during weekends, holidays, approved
vacation periods, and periods of illness or approved leaves of absence) to the
business and affairs of the Company, its affiliates and subsidiaries and shall
use his or her best efforts to advance the interests of the
Company.

    
       

      
        Section
4. Cash
Compensation.

      

       

      In
consideration for the services to be rendered by the Executive hereunder, the
Company shall pay to him or her a salary at an initial annual rate of ONE
MILLION ONE 

    


    
      
         


      

      
        Page 2 of
31

        
          

        

      

      
         


      

    

     

    HUNDRED
THOUSAND DOLLARS ($1,100,000), payable in approximately equal installments in
accordance with the Company's customary payroll practices for senior officers.
At least annually during the Employment Period, the Board shall review the
Executive's annual rate of salary and may, in its discretion, approve an
increase therein. In no event shall the Executive's annual rate of salary under
this Agreement in effect at a particular time be reduced without his or her
prior written consent and any such reduction in the absence of such consent
shall be a material breach of this Agreement. In addition to salary, the
Executive may receive other cash compensation from the Company for services
hereunder at such times, in such amounts and on such terms and conditions as the
Board may determine from time to time.

     

    
      Section
5. Employee Benefit Plans and
Programs.

    

     

    During
the Employment Period, the Executive shall be treated as an employee of the
Company and shall be entitled to participate in and receive benefits under any
and all qualified or non-qualified retirement, pension, savings, profit-sharing
or stock bonus plans, any and all group life, health (including hospitalization,
medical and major medical), dental, accident and long term disability insurance
plans, and any other employee benefit and compensation plans (including, but not
limited to, any incentive compensation plans or programs, stock option and
appreciation rights plans and restricted stock plans) as may from time to time
be maintained by, or cover employees of, the Company, in accordance with the
terms and conditions of such employee benefit plans and programs and
compensation plans and programs and consistent with the Company's customary
practices.

     

    
      Section
6. Indemnification and
Insurance.

    

     

    (a)
During the Employment Period and for a period of six (6) years thereafter, the
Company shall cause the Executive to be covered by and named as an insured under
any policy or contract of insurance obtained by it to insure its directors and
officers against personal liability for acts or omissions in connection with
service as an officer or director of the Company or service in other capacities
at the request of the Company. The coverage provided to the Executive pursuant
to this Section 6 shall be of the same scope and on the same terms and
conditions as the coverage (if any) provided to other officers or directors of
the Company.

     

    (b) To
the maximum extent permitted under applicable law, during the Employment Period
and for a period of six (6) years thereafter, the Company shall indemnify the
Executive against, and hold him or her harmless from, any costs, liabilities,
losses and exposures for acts or omissions in connection with service as an
officer or director of the Company or service in other capacities at the request
of the Company, to the fullest extent and on the most favorable terms and
conditions that similar indemnification is offered to any director or officer of
the Company or any subsidiary or affiliate thereof.

    
       

      
        Section
7 Other
Activities.

      

       

      (a) The
Executive may serve as a member of the boards of directors of such business,
community and charitable organizations as he or she may disclose to and as may
be approved by the Board (which approval shall not be unreasonably withheld);
provided, however, that such service shall not materially interfere with the
performance of his or her duties under 

    


    
      
         


      

      
        Page 3 of
31

        
          

        

      

      
         


      

    

     

    this
Agreement. The Executive may also engage in personal business and investment
activities which do not materially interfere with the performance of his or her
duties hereunder; provided, however, that such activities are not prohibited
under any code of conduct or investment or securities trading policy established
by the Company and generally applicable to all similarly situated
executives.

     

    (b) The
Executive may also serve as an officer or director of the Association on such
terms and conditions as the Company and the Association may mutually agree upon,
and such service shall not be deemed to materially interfere with the
Executive's performance of his or her duties hereunder or otherwise result in a
material breach of this Agreement. If the Executive is discharged or suspended,
or is subject to any regulatory prohibition or restriction with respect to
participation in the affairs of the Association, he or she shall (subject to the
Company's powers of termination hereunder) continue to perform services for the
Company in accordance with this Agreement but shall not directly or indirectly
provide services to or participate in the affairs of the Association in a manner
inconsistent with the terms of such discharge or suspension or any applicable
regulatory order.

     

    
      Section
8. Working Facilities and
Expenses.

    

     

    The
Executive's principal place of employment shall be at the Company's executive
offices at the address first above written, or at such other location within
Queens County or Nassau County, New York at which the Company shall maintain its
principal executive offices, or at such other location as the Company and the
Executive may mutually agree upon. The Company shall provide the Executive at
his or her principal place of employment with a private office, secretarial
services and other support services and facilities suitable to his or her
position with the Company and necessary or appropriate in connection with the
performance of his or her assigned duties under this Agreement. The Company
shall provide to the Executive for his or her exclusive use an automobile owned
or leased by the Company and appropriate to his or her position, to be used in
the performance of his or her duties hereunder, including commuting to and from
his or her personal residence. The Company shall (i) reimburse the Executive for
all expenses associated with his or her business use of the aforementioned
automobile; (ii) reimburse the Executive for his or her ordinary and necessary
business expenses incurred in the performance of his or her duties under this
Agreement (including but not limited to travel and entertainment expenses) that
are excludible from the Executive’s gross income for federal income tax
purposes; (iii) reimburse the Executive for fees for memberships in such clubs
and organizations and such other expenses as the Executive and the Company shall
mutually agree are necessary and appropriate for business purposes, in each case
upon presentation to the Company of an itemized account of such expenses in such
form as the Company may reasonably require, each such reimbursement payment to
be made promptly following receipt of the itemized account and in any event not
later than the last day of the calendar year following the calendar year in
which the expense was incurred.  The Executive shall be responsible
for the payment of any taxes on account of his personal use of the automobile
provided by the Company and on account of any other benefit provided
herein.


    
      
         


      

      
        Page 4 of
31

        
          

        

      

      
         


      

    

    


    
      Section
9. Termination of Employment with
Severance Benefits.

    

     

    (a) The
Executive shall be entitled to the severance benefits described herein in the
event that his or her employment with the Company terminates during the
Employment Period under any of the following circumstances:

     

    (i) the
Executive's voluntary resignation from employment with the Company within six
(6) months following:

     

    (A) the
failure of the Board to appoint or re-appoint or elect or re-elect the Executive
to the office of Chairman and Chief Executive Officer (or a more senior office)
of the Company;

     

    (B) if
the Executive is or becomes a member of the Board, the failure of the
stockholders of the Company to elect or re-elect the Executive to the Board or
the failure of the Board (or the nominating committee thereof) to nominate the
Executive for such election or re-election;

     

    (C) the
expiration of a thirty (30) day period following the date on which the Executive
gives written notice to the Company of its material failure, whether by
amendment of the Company's Certificate of Incorporation or By-laws, action of
the Board or the Company's stockholders or otherwise, to vest in the Executive
the functions, duties, or responsibilities prescribed in Section 3 of this
Agreement as of the date hereof, unless, during such thirty (30) day period, the
Company cures such failure in a manner determined by the Executive, in his or
her discretion, to be satisfactory;

     

    (D) the
expiration of a thirty (30) day period following the date on which the Executive
gives written notice to the Company of its material breach of any term,
condition or covenant contained in this Agreement (including, without
limitation, any reduction of the Executive's rate of base salary in effect from
time to time and any change in the terms and conditions of any compensation or
benefit program in which the Executive participates which, either individually
or together with other changes, has a material adverse effect on the aggregate
value of his or her total compensation package), unless, during such thirty (30)
day period, the Company cures such failure in a manner determined by the
Executive, in his or her discretion, to be satisfactory; or

     

    (E) the
relocation of the Executive's principal place of employment, without his or her
written consent, to a location outside of Nassau County and Queens County, New
York;

     

    (ii) the
termination of the Executive's employment with the Company for any other reason
not described in Section 10(a).

     

    In such
event, the Company shall provide the benefits and pay to the Executive the
amounts described in Section 9(b).


    
      
         


      

      
        Page 5 of
31

        
          

        

      

      
         


      

    

     

    (b) Upon
the termination of the Executive's employment with the Company under
circumstances described in Section 9(a) of this Agreement, the Company shall pay
and provide to the Executive (or, in the event of the Executive's death
following the Executive's termination of employment, to his or her
estate):

     

    (i) his
or her earned but unpaid compensation (including, without limitation, all items
which constitute wages under Section 190.1 of the New York Labor Law and the
payment of which is not otherwise provided for under this Section 9(b)) as of
the date of the termination of his or her employment with the Company, such
payment to be made at the time and in the manner prescribed by law applicable to
the payment of wages but in any event not later than thirty (30) days after
termination of employment;

     

    (ii) the
benefits, if any, to which he or she is entitled as a former employee under the
employee benefit plans and programs and compensation plans and programs
maintained for the benefit of the Company's officers and employees, including
the annual bonus (if any) to which he or she is entitled under any cash-based
annual bonus or performance compensation plan in effect for the year in which
his or her termination occurs, to be paid at the same time and on the terms and
conditions (including but not limited to achievement of performance goals)
applicable under the relevant plan;

     

    (iii)
continued group life, health (including hospitalization, medical and major
medical), dental, accident and long term disability insurance benefits, in
addition to that provided pursuant to Section 9(b)(ii), and after taking into
account the coverage provided by any subsequent employer, if and to the extent
necessary to provide for the Executive, for the Remaining Unexpired Employment
Period, coverage (including any co-payments and deductibles, but excluding any
premium sharing arrangements, it being the intention of the parties to this
Agreement that the premiums for such insurance benefits shall be the sole cost
and expense of the Company) equivalent to the coverage to which he or she would
have been entitled under such plans (as in effect on the date of his or her
termination of employment, or, if his or her termination of employment occurs
after a Change of Control, on the date of such Change of Control, whichever
benefits are greater), if he or she had continued working for the Company during
the Remaining Unexpired Employment Period at the highest annual rate of salary
or compensation, as applicable, achieved during that portion of the Employment
Period which is prior to the Executive's termination of employment with the
Company;

     

    (iv)
thirty (30) days following the Executive's termination of employment with the
Company, a lump sum payment in an amount representing an estimate of the salary
that the Executive would have earned if he or she had continued working for the
Company during the Remaining Unexpired Employment Period at the highest annual
rate of salary achieved during that portion of the Employment Period which is
prior to the Executive's termination of employment with the Company (the “Salary
Severance Payment”). The Salary Severance Payment shall be computed using the
following formula:

     

    
      SSP         =      BS
x NY

    


    
      
         


      

      
        Page 6 of
31

        
          

        

      

      
         


      

    

     

    where:

     

    “SSP” is
the amount of the Salary Severance Payment, before the deduction of applicable
federal, state and local withholding taxes;

     

    “BS” is
the highest annual rate of salary achieved during that portion of the Employment
Period which is prior to the Executive's termination of employment with the
Company;

     

    “NY” is
the Remaining Unexpired Employment Period expressed as a number of years
(rounded, if such period is not a whole number, to the next highest whole
number).

     

    The
Salary Severance Payment shall be paid in lieu of all other payments of salary
provided for under this Agreement in respect of the period following any such
termination.

     

    (v) a
lump sum payment (the “DB Severance Payment”) in an amount equal to the excess,
if any, of:

     

    (A) the
present value of the aggregate benefits to which he or she would be entitled
under any and all qualified and non-qualified defined benefit pension plans
maintained by, or covering employees of, the Company, if he or she were 100%
vested thereunder and had continued working for the Company during the Remaining
Unexpired Employment Period, such benefits to be determined as of the date of
termination of employment by adding to the service actually recognized under
such plans an additional period equal to the Remaining Unexpired Employment
Period and by adding to the compensation recognized under such plans for the
most recent year recognized all amounts payable pursuant to Sections 9(b)(i),
(iv), (vii), (viii) and (ix) of this Agreement; over

     

    (B) the
present value of the benefits to which he or she is actually entitled under such
defined benefit pension plans as of the date of his or her
termination;

     

    The DB
Severance Payment shall be computed using the following formula:

     

    
      
      

      DBSP         =       SEVLS
- LS

    

     

    where:

     

    “DBSP” is
the amount of the DB Severance Payment, before the deduction of applicable
federal, state and local withholding taxes;

     

    “SEVLS” is the sum of the present value of the defined benefit
pension benefits that have been or would be accrued by the Executive under all
qualified and non-qualified defined benefit pension plans of which the
Company


    
      
         


      

      
        Page 7 of
31

        
          

        

      

      
         


      

    

     

    or any of its affiliates or subsidiaries are a sponsor and in
which the Executive is or, but for the completion of any service requirement
that would have been completed during the Remaining Unexpired Employment Period,
would be a participant utilizing the following assumptions:

     

    (I) the
executive is 100% vested in the plans regardless of actual service,

     

    (II) the
benefit to be valued shall be a single life annuity with monthly payments due on
the first day of each month and with a guaranteed payout of not less than 120
monthly payments,

     

    (III) the
calculation shall be made utilizing the same mortality table and interest rate
as would be utilized by the plan on the date of termination as if the
calculation were being made pursuant to Section 417(e)(3) of the Code, as
amended;

     

    (IV) for
purpose of calculating the Executive's monthly or annual benefit under the
defined benefit plans, additional service equal to the Remaining Unexpired
Employment Period (rounded up to the next whole year if such period is not a
whole number when expressed in years) shall be added to the Executive's actual
service to calculate the amount of the benefit; and

     

    (V) for
purpose of calculating the Executive's monthly or annual benefit under the
defined benefit plans, the following sums shall be added to the Executive's
compensation recognized under such plans for the most recent year
recognized:

     

    (1)
payments made pursuant to Section 9(b)(i);

     

    (2) the
Salary Severance Payment;

     

    (3) the
Bonus Severance Payment;

     

    (4) the
Option Surrender Payment; and

     

    (5) the
RRP Surrender Payment.

     

    “LS” is
the sum of the present value of the defined benefit pension benefits that are
vested benefits actually accrued by the Executive under all qualified and
non-qualified defined benefit pension plans maintained by, or covering employees
of, the Company or any of its affiliates or subsidiaries in which the Executive
is or, but for the completion of any service requirement, would be a participant
utilizing the following assumptions:


    
      
         


      

      
        Page 8 of
31

        
          

        

      

      
         


      

    

     

    (I) the
benefit to be valued shall be a single life annuity with monthly payments due on
the first day of each month and with a guaranteed payout of not less than 120
monthly payments, and

     

    (II) the
calculation shall be made utilizing the same mortality table and interest rate
as would be utilized by the plan on the date of termination as if the
calculation were being made pursuant to Section 417(e)(3) of the
Code;

     

    The DB
Severance Payment shall be converted into the same form, and paid at the same
time, and in the same manner, as benefits under the corresponding non-qualified
plan.

     

    (vi) a
lump sum payment (the “Defined Contribution Severance Payment”) equal to the sum
of:

     

    (A) an
estimate of the additional employer contributions to which he or she would have
been entitled under any and all qualified and non-qualified defined contribution
pension plans, excluding the employee stock ownership plans, maintained by, or
covering employees of, the Company or any of its affiliates or subsidiaries as
if he or she were 100% vested thereunder and had continued working for the
Company during the Remaining Unexpired Employment Period (the “401K Severance
Payment”); and

     

    (B) an
estimate of the value of the additional assets which would have been allocable
to him or her through debt service or otherwise under any and all qualified and
non-qualified employee stock ownership plans, maintained by, or covering
employees of, the Company or any of its affiliates or subsidiaries as if he or
she were 100% vested thereunder and had continued working for the Company during
the Remaining Unexpired Employment Period, based on the fair market value of
such assets at termination of employment (the “ESOP Severance
Payment”).

     

    The
Defined Contribution Severance Payment shall be calculated as
follows:

     

    
      DCSP         =           401KSP  +  ESOPSP

    

     

    where:

     

    “DCSP” is
the amount of the Defined Contribution Severance Payment, before the deduction
of applicable federal, state and local withholding taxes;

     

    “401KSP”
is the amount of the 401K Severance Payment, before the deduction of applicable
federal, state and local withholding taxes; and

     

    “ESOPSP”
is the amount of the ESOP Severance Payment, before the deduction of applicable
federal, state and local withholding taxes.


    
      
         


      

      
        Page 9 of
31

        
          

        

      

      
         


      

    

     

    The
401KSP shall be calculated as follows:

     

    401KSP         =           (401KC
x NY) + UVB

     

    where:

     

    “401KC”
is the sum of the Company Contributions as defined in the Association's
Incentive Savings Plan or, if made under another defined contribution pension
plan other than an employee stock ownership plan, the comparable contribution
made for the benefit of the Executive during the one year period which shall end
on the date of his or her termination of his or her employment with the
Company;

     

    “NY” is
the Remaining Unexpired Employment Period expressed as a number of years
(rounded, if such period is not a whole number, to the next highest whole
number); and

     

    “UVB” is
the actual balance credited to the Executive's account under the applicable plan
at the date of his or her termination of employment that is not vested and does
not become vested as a consequence of such termination of
employment.

     

    The
ESOPSP shall be calculated as follows:

     

    ESOPSP         =           (((ALL
x FMV) + C) x NY) + UVB

     

    where:

     

    “ALL” is
the sum of the number of shares of the Company's common stock or, if applicable,
phantom shares of such stock by whatever term it is described allocated to the
Executive's accounts under all qualified and non-qualified employee stock
ownership plans maintained by the Company or any of its affiliates or
subsidiaries during or for the last complete plan year in which the Executive
participated in such plans and received such an allocation whether the
allocation occurred as a result of contributions made by the Company, the
payment by the Company or any of its affiliates or subsidiaries of any loan
payments under a leveraged employee stock ownership plan, the allocation of
forfeitures under the terms of such plan or as a result of the use of cash or
earnings allocated to the Executive's account during such plan year to make loan
payments that result in share allocations, provided however, that excluded shall
be any shares or phantom shares allocated to the Executive's account under any
qualified and non-qualified employee stock ownership plans maintained by the
Company or any of its affiliates or subsidiaries solely as a result of the
termination of such plans, provided further, that if the shares allocated are
not shares of the Corporation's common stock or phantom shares of such stock
than shares of whatever securities are so allocated shall be utilized, and
provided further, that in 


    
      
         


      

      
        Page 10
of 31

        
          

        

      

      
         


      

    

     

    the event that
there shall be any shares or phantom shares allocated during the then current
plan year or the last complete plan year to the Executive's account under any
qualified and non-qualified employee stock ownership plans maintained by the
Association or any of its affiliates or subsidiaries solely as a result of the
termination of such plans, the ALL shall be reduced (but not to an amount less
than zero (0)) by an amount calculated by multiplying the number of shares or
phantom shares allocated to the Executive's account solely as a result of the
termination of such plans times the FMV utilized to calculate the ESOPSP;

     

    “C” is
the sum of all cash allocated to the Executive's accounts under all qualified
and non-qualified employee stock ownership plans maintained by the Company
during or for the last complete plan year in which the Executive participated in
such plans whether the allocation occurred as a result of contributions made by
the Company, the payment by the Company or the Association of any loan payments
under a leveraged employee stock ownership plan or the allocation of forfeitures
under the terms of such plan during such plan year;

     

    “FMV” is
the closing price of the Company's common stock on the New York Stock Exchange
(NYSE") or on whatever other stock exchange or market such stock is publicly
traded on the date the Executive's employment terminates or, if such day is not
a day on which such securities are traded, on the most recent preceding trading
day on which a trade occurs, provided however that if the security allocated to
the Executive's account during the last completed plan year is other than the
Company's common stock the closing price of such other security on the date the
Executive's employment terminates shall be utilized.

     

    “NY” is
the Remaining Unexpired Employment Period expressed as a number of years
(rounded, if such period is not a whole number, to the next highest whole
number); and

     

    “UVB” is
the actual balance credited to the Executive's account under the applicable plan
at the date of his or her termination of employment that is not vested and does
not become vested as a consequence of such termination of
employment.

     

    The
Defined Contribution Severance Payment shall be converted into the same form,
and paid at the same time, and in the same manner, as benefits under the
corresponding non-qualified plan. and, if there is no such non-qualified plan in
effect on the date of this Agreement, in a lump sum.

     

    (vii) thirty (30) days following the Executive's termination of
employment with the Company, the Company shall make a lump sum payment to the
Executive in an amount equal to the estimated potential annual bonuses or
incentive compensation that the Executive could have earned if the Executive had
continued


    
      
         


      

      
        Page 11
of 31

        
          

        

      

      
         


      

    


     working
for the Company during the Unexpired Employment Period at the highest annual
rate of salary achieved during that portion of the Employment Period which is
prior to the Executive's termination of employment with the Company (the “Bonus
Severance Payment”). The Bonus Severance Payment shall be computed using the
following formula:

     

    BSP           =           (BS
x TIO x AP x NY)

     

    where:

     

    “BSP” is
the amount of the Bonus Severance Payment, before the deduction of applicable
federal, state and local withholding taxes;

     

    “BS” is
the highest annual rate of salary achieved during that portion of the Employment
Period which is prior to the Executive's termination of employment with the
Company;

     

    “TIO” is
the highest target incentive opportunity (expressed as a percentage of base
salary) established by the Compensation Committee of the Board for the Executive
pursuant to the Astoria Financial Corporation Executive Officer Annual Incentive
Plan during that portion of the Employment Period which is prior to the
Executive's termination of employment with the Company;

     

    “AP” is
the highest award percentage available to the Executive with respect to the
financial performance of the Company (expressed as a percentage of the TIO)
established by the Compensation Committee of the Board for the Executive
pursuant to the Astoria Financial Corporation Executive Officer Annual Incentive
Plan during the period during that portion of the Employment Period which is
prior to the calendar year of the Executive's termination of employment with the
Company; and

     

    “NY” is
the Remaining Unexpired Employment Period expressed as a number of years
(rounded, if such period is not a whole number, to the next highest whole
number).

     

    (viii) at
the election of the Company made within thirty (30) days following the
Executive's termination of employment with the Company, upon the surrender of
options or appreciation rights issued to the Executive under any stock option
and appreciation rights plan or program maintained by, or covering employees of,
the Company, a lump sum payment (the “Option Surrender Payment”). The Option
Surrender Payment shall be calculated as follows:

     

    OSP           =           (FMV
- EP) x N

     

    where:

     

    “OSP” is
the amount of the Option Surrender Payment, before the deduction of applicable
federal, state and local withholding taxes;


    
      
         


      

      
        Page 12
of 31

        
          

        

      

      
         


      

    

     

    “FMV” is
the closing price of the Company's common stock on the NYSE, or on whatever
other stock exchange or market such stock is publicly traded, on the date the
Executive's employment terminates or, if such day is not a day on which such
securities are traded, on the most recent preceding trading day on which a trade
occurs, provided however that if the option or stock appreciation right is for a
security other than the Company's common stock, the fair market value of a share
of stock of the same class as the stock subject to the option or appreciation
right, determined as of the date of termination of employment shall be
utilized;

     

    “EP” is
the exercise price per share for such option or appreciation right, as specified
in or under the relevant plan or program; and

     

    “N” is
the number of shares with respect to which options or appreciation rights are
being surrendered.

     

    For
purposes of determining the Option Severance Payment and for purposes of
determining the Executive's right following his or her termination of employment
with the Company to exercise any options or appreciation rights not surrendered
pursuant hereto, the Executive shall be deemed fully vested in all options and
appreciation rights under any stock option or appreciation rights plan or
program maintained by, or covering employees of, the Company, even if he or she
is not vested under such plan or program;

     

    (ix) at
the election of the Company made within thirty (30) days following the
Executive's termination of employment with the Company, upon the surrender of
any shares awarded to the Executive under any restricted stock plan maintained
by, or covering employees of, the Company, a lump sum payment (the “RRP
Surrender Payment”) The RRP Surrender Payment shall be calculated as
follows:

     

    RSP           =           FMV
x N

     

    where:

     

    “RSP” is
the amount of the RRP Surrender Payment, before the deduction of applicable
federal, state and local withholding taxes;

     

    “FMV” is
the closing price of the Company's common stock on the NYSE, or on whatever
other stock exchange or market such stock is publicly traded, on the date the
Executive's employment terminates or, if such day is not a day on which such
securities are traded, on the preceding trading day on which a trade occurs,
provided however that if the restricted stock is a security other than the
Company's common stock, the fair market value of a share of stock of the same
class as the stock granted under such plan, determined as of the date of
termination of employment shall be utilized; and

     

    “N” is
the number of shares which are being surrendered.


    
      
         


      

      
        Page 13
of 31

        
          

        

      

      
         


      

    

     

    For
purposes of determining the RRP Surrender Payment and for purposes of
determining the Executive's right following his or her termination of employment
with the Company to any stock not surrendered pursuant hereto, the Executive
shall be deemed fully vested in all shares awarded under any restricted stock
plan maintained by, or covering employees of, the Company, even if he or she is
not vested under such plan; provided, however, that any
shares of restricted stock for which vesting is conditioned on the attainment of
one or more performance goals, with the intent that the award of such shares
should satisfy the requirements of qualified performance-based compensation
(within the meaning of Treasury Regulation section 1.162-27(e)), shall vest only
in accordance with the terms of the associated plan and award, and the Company’s
right to elect to purchase such shares pursuant to this Section 9(b)(ix) shall
not expire until thirty (30) days after such time as the vesting of such shares
is no longer conditioned on the attainment of any such performance
goal.

     

    The
Salary Severance Payment, the DB Severance Payment, the Defined Contribution
Severance Payment, the Bonus Severance Payment, the Option Surrender Payment and
the RRP Surrender Payment shall be computed at the expense of the Company by an
attorney of the firm of Thacher Proffitt & Wood, Two World Financial Center,
New York, New York 10281 or, if such firm is unavailable or unwilling to perform
such calculation, by a firm of independent certified public accountants selected
by the Executive and reasonably satisfactory to the Company (the “Computation
Advisor”). The determination of the Computation Advisor as to the amount of such
payments shall be final and binding in the absence of manifest
error.

     

    The
Company and the Executive hereby stipulate that the damages which may be
incurred by the Executive following any such termination of employment are not
capable of accurate measurement as of the date first above written and that the
payments and benefits contemplated by this Section 9(b) constitute reasonable
damages under the circumstances and shall be payable without any requirement of
proof of actual damage and without regard to the Executive's efforts, if any, to
mitigate damages. The Company and the Executive further agree that the Company
may elect to condition the payment of the Salary Severance Payment, the DB
Severance Payment, the Defined Contribution Severance Payment, the Bonus
Severance Payment, the Option Surrender Payment and the RRP Surrender Payment on
the receipt of the Executive's resignation from any and all positions which he
or she holds as an officer, director or committee member with respect to the
Company, the Association or any subsidiary or affiliate of either of them; provided, however, that such
election will only be effective if the Company notifies the Executive of its
election in writing within five (5) days of the Executive's termination of
employment.

     

    
      Section
10. Termintion without Additional
Company Liability.

    

     

    (a) In
the event that the Executive's employment with the Company shall terminate
during the Employment Period on account of:

     

    (i) the
discharge of the Executive for Cause, which, for purposes of this Agreement
shall mean:


    
      
         


      

      
        Page 14
of 31

        
          

        

      

      
         


      

    

     

    (A) the
Executive intentionally engages in dishonest conduct in connection with the
Executive's performance of services for the Company resulting in the Executive's
conviction of a felony;

     

    (B) the
Executive is convicted of, or pleads guilty or nolo contendere to, a felony or
any crime involving moral turpitude;

     

    (C) the
Executive willfully fails or refuses to perform the Executive's duties under
this Agreement and fails to cure such breach within sixty (60) days following
written notice thereof from the Company;

     

    (D) the
Executive breaches the Executive's fiduciary duties to the Company for personal
profit;

     

    (E) the
Executive's willful breach or violation of any law, rule or regulation (other
than traffic violations or similar offenses), or final cease and desist order in
connection with the Executive's performance of services for the Company;
or

     

    (F) the
Executive's material breach of any material provision of this Agreement which is
not substantially cured within 60 days after written notice of such breach is
received by the Executive from the Company.

     

    (ii) the
Executive's voluntary resignation from employment with the Company for reasons
other than those specified in Section 9(a) or 11(b);

     

    (iii) the
Executive's death;

     

    (iv) a
determination that the Executive is Disabled;

     

    then the
Company, except as otherwise specifically provided herein, shall have no further
obligations under this Agreement, other than the payment to the Executive (or,
in the event of his or her death, to his or her estate) of the amounts or
benefits provided in Section 9(b)(i) and (ii) of this Agreement (the “Standard
Termination Entitlements”).

     

    (b) For
purposes of Section 10(a)(i), no act or failure to act, on the part of the
Executive, shall be considered “intentional” or “willful” unless it is done, or
omitted to be done, by the Executive in bad faith or without reasonable belief
that the Executive's action or omission was in the best interests of the
Company. Any act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or based upon the written advice of counsel
for the Company shall be conclusively presumed to be done, or omitted to be
done, by the Executive in good faith and in the best interests of the Company.
Except as specifically provided below, the cessation of employment of the
Executive shall not be deemed to be for Cause within the meaning of Section
10(a)(i) unless and until:

     

    (i) the
Board, by the affirmative vote of 75% of its entire membership, determines that
the Executive is guilty of the conduct described in Section 10(a)(i)
above


    
      
         


      

      
        Page 15
of 31

        
          

        

      

      
         


      

    

     

     measured
against standards generally prevailing at the relevant time in the savings and
community banking industry;

     

    (ii)
prior to the vote contemplated by Section 10(b)(i), the Board shall provide the
Executive with notice of the Company's intent to discharge the Executive for
Cause, detailing with particularity the facts and circumstances which are
alleged to constitute Cause (the “Notice of Intent to Discharge”);
and

     

    (iii)
after the giving of the Notice of Intent to Discharge and before the taking of
the vote contemplated by Section 10(b)(i), the Executive, together with the
Executive's legal counsel, if the Executive so desires, are afforded a
reasonable opportunity to make both written and oral presentations before the
Board for the purpose of refuting the alleged grounds for Cause for the
Executive's discharge; and

     

    (iv)
after the vote contemplated by Section 10(b)(i), the Company has furnished to
the Executive a notice of termination which shall specify the effective date of
the Executive's termination of employment (which shall in no event be earlier
than the date on which such notice is deemed given) and include a copy of a
resolution or resolutions adopted by the Board, certified by its corporate
secretary, authorizing the termination of the Executive's employment with Cause
and stating with particularity the facts and circumstances found to constitute
Cause for the Executive's discharge (the “Final Discharge Notice”).

     

    If the
Executive, during the 90 (ninety) day period commencing on the delivery by the
Company to the Executive of the Notice of Intent to Discharge specified in
Section 10(b)(ii), resigns his or her employment with the Company prior to the
delivery to the Executive by the Company of the Final Discharge Notice specified
in Section 10(b)(iv), then the cessation of employment of the Executive shall be
deemed to be for Cause.

     

    Following
the giving of a Notice of Intent to Discharge, the Company may temporarily
suspend the Executive's duties and authority and, in such event, may also
suspend the payment of salary and other cash compensation, but not the
Executive's participation in retirement, insurance and other employee benefit
plans. If the Executive is not discharged or is discharged without Cause within
forty-five (45) days after the giving of a Notice of Intent to Discharge,
payments of salary and cash compensation shall resume, and all payments withheld
during the period of suspension shall be promptly restored. If the Executive is
discharged with Cause not later than forty-five (45) days after the giving of
the Notice of Intent to Discharge, all payments withheld during the period of
suspension shall be deemed forfeited and shall not be included in the Standard
Termination Entitlements. If a Final Discharge Notice is given later than
forty-five (45) days, but sooner than ninety (90) days, after the giving of the
Notice of Intent to Discharge, all payments made to the Executive during the
period beginning with the giving of the Notice of Intent to Discharge and ending
with the Executive's discharge with Cause shall be retained by the Executive and
shall not be applied to offset the Standard Termination Entitlements. If the
Company does not give a Final Discharge Notice to the Executive within ninety
(90) days after giving a Notice of Intent to Discharge, the Notice of Intent to
Discharge shall be deemed withdrawn and any future action to discharge the
Executive with Cause shall require the giving of a new Notice of Intent to
Discharge. If the Executive resigns pursuant to Section 10(b), the



    
      
         


      

      
        Page 16
of 31

        
          

        

      

      
         


      

    

     

    Executive shall forfeit his or her
right to suspended amounts that have not been restored as of the date of the
Executive's resignation or notice of resignation, whichever is earlier.

     

    (c) The
Company may terminate the Executive's employment on the basis that the Executive
is Disabled during the Employment Period upon a determination by the Board, by
the affirmative vote of 75% of its entire membership, acting in reliance on the
written advice of a medical professional acceptable to it, that the Executive is
suffering from a physical or mental impairment which, at the date of the
determination, has prevented the Executive from performing the Executive's
assigned duties on a substantially full-time basis for a period of at least one
hundred and eighty (180) days during the period of one (1) year ending with the
date of the determination or is likely to result in death or prevent the
Executive from performing the Executive's assigned duties on a substantially
full-time basis for a period of at least one hundred and eighty (180) days
during the period of one (1) year beginning with the date of the determination.
In such event:

     

    (A) The
Company shall pay and provide the Standard Termination Entitlements to the
Executive;

     

    (B) In
addition to the Standard Termination Entitlements, the Company shall continue to
pay to the Executive the Executive's base salary, at the annual rate in effect
for the Executive immediately prior to the termination of the Executive's
employment, during a period ending on the earliest of:

     

    (I) the
expiration of one hundred and eighty (180) days after the date of termination of
the Executive's employment;

     

    (II) the
date on which long-term disability insurance benefits are first payable to the
Executive under any long-term disability insurance plan covering the Executive;
or

     

    (III) the
date of the Executive's death.

     

    A
termination of employment due to Disability under this Section shall be effected
by a notice of termination given to the Executive by the Company and shall take
effect on the later of the effective date of termination specified in such
notice or, if no such date is specified, the date on which the notice of
termination is deemed given to the Executive.

     

    
      Section
11. Termination Upon or Following a
Change of Control.

    

     

    (a) A
Change of Control of the Company (“Change of Control”) shall be deemed to have
occurred upon the happening of any of the following events:

     

    (i) the
consummation of a transaction that results in the reorganization, merger or
consolidation of the Company with one or more other persons, other than a
transaction following which:

     

    (A) at least 51% of the equity ownership interests of the entity
resulting from such transaction are beneficially owned (within the meaning of



    
      
         


      

      
        Page 17
of 31

        
          

        

      

      
         


      

    


    Rule
13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) in substantially the same relative proportions by persons who,
immediately prior to such transaction, beneficially owned (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding
equity ownership interests in the Company; and

     

    (B) at
least 51% of the securities entitled to vote generally in the election of
directors of the entity resulting from such transaction are beneficially owned
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) in
substantially the same relative proportions by persons who, immediately prior to
such transaction, beneficially owned (within the meaning of Rule 13d-3
promulgated under the Exchange Act) at least 51 % of the securities entitled to
vote generally in the election of directors of the Company;

     

    (ii) the
acquisition of all or substantially all of the assets of the Company or
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of the outstanding securities of the Company
entitled to vote generally in the election of directors by any person or by any
persons acting in concert;

     

    (iii) a
complete liquidation or dissolution of the Company, or approval by the
stockholders of the Company of a plan for such liquidation or
dissolution;

     

    (iv) the
occurrence of any event if, immediately following such event, at least 50% of
the members of the Board do not belong to any of the following
groups:

     

    (A)
individuals who were members of the Board on the Initial Effective Date;
or

     

    (B)
individuals who first became members of the Board after the Initial Effective
Date either:

     

    (I) upon
election to serve as a member of the Board by affirmative vote of three-quarters
of the members of such Board, or of a nominating committee thereof, in office at
the time of such first election; or

     

    (II) upon
election by the stockholders of the Company to serve as a member of the Board,
but only if nominated for election by affirmative vote of three-quarters of the
members of the Board, or of a nominating committee thereof, in office at the
time of such first nomination;

     

    provided,
however, that such individual's election or nomination did not result from an
actual or threatened election contest (within the meaning of Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents (within the meaning of Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) other than by or on behalf of
the Board; or


    
      
         


      

      
        Page 18
of 31

        
          

        

      

      
         


      

    

     

    (v) any
event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the
term “Association” were substituted for the term “Company” therein or the term
“Board of Directors of the Association” were substituted for the term
“Board”.

     

    In no
event, however, shall a Change of Control be deemed to have occurred as a result
of any acquisition of securities or assets of the Company, the Association, or
an affiliate or subsidiary of either of them, by the Company, the Association,
or a subsidiary of either of them, or by any employee benefit plan maintained by
any of them. For purposes of this Section 11 (a), the term “person” shall have
the meaning assigned to it under Sections 13(d)(3) or 14(d)(2) of the Exchange
Act.

     

    (b) In
the event of a Change of Control, the Executive shall be entitled to the
payments and benefits contemplated by Section 9(b) in the event of his or her
termination of employment with the Company under any of the circumstances
described in Section 9(a) of this Agreement or under any of the following
circumstances:

     

    (i)
resignation, voluntary or otherwise, by the Executive at any time during the
Employment Period within six (6) months following his or her demotion, loss of
title, office or significant authority or responsibility or following any
reduction in any element of his or her package of compensation and
benefits;

     

    (ii)
resignation, voluntary or otherwise, by the Executive at any time during the
Employment Period within six (6) months following any relocation of his or her
principal place of employment or any change in working conditions at such
principal place of employment which the Executive, in his or her reasonable
discretion, determines to be embarrassing, derogatory or otherwise
adverse;

     

    (iii)
resignation, voluntary or otherwise, by the Executive at any time during the
Employment Period within six (6) months following the failure of any successor
to the Company in the Change of Control to include the Executive in any
compensation or benefit program maintained by it or covering any of its
executive officers, unless the Executive is already covered by a substantially
similar plan of the Company which is at least as favorable to him or her;
or

     

    (iv)
resignation, voluntary or otherwise, for any reason whatsoever during the
Employment Period within six months following the effective date of the Change
of Control.

     

    
      Section
12. Tax
Indemnification.

    

     

    (a) This
Section 12 shall apply if the Executive's employment is terminated upon or
following:

     

    (i) a
Change of Control (as defined in Section 11 of this Agreement);
or


    
      
         


      

      
        Page 19
of 31

        
          

        

      

      
         


      

    

     

    (ii) a
change “in the ownership or effective control” of the Company or the Association
or “in the ownership of a substantial portion of the assets” of the Company or
the Association within the meaning of Section 280G of the Code.

     

    If this
Section 12 applies, then, if for any taxable year, the Executive shall be liable
for the payment of an excise tax under Section 4999 of the Code with respect to
any payment in the nature of compensation made by the Company, the Association
or any direct or indirect subsidiary or affiliate of the Company or the
Association to (or for the benefit of) the Executive, the Company shall pay to
the Executive an amount intended to indemnify the Executive against the
financial effects of the excise tax imposed on excess parachute payments under
Section 280G of the Code (the “Tax Indemnity Payment”). The Tax Indemnity
Payment shall be determined under the following formula:

     

    E x
P

    TIP           =           _________________________

     1 -
(( FI x ( 1 - SLI )) + SLI + E + M )

     

    where:

     

    “TIP” is
the Tax Indemnity Payment, before the deduction of applicable federal, state and
local withholding taxes;

     

    “E” is
the percentage rate at which an excise tax is assessed under Section 4999 of the
Code;

     

    “P” is
the amount with respect to which such excise tax is assessed, determined without
regard to any amount payable pursuant to this Section 12;

     

    “FI” is
the highest marginal rate of income tax applicable to the Executive under the
Code for the taxable year in question;

     

    “SLI” is
the sum of the highest marginal rates of income tax applicable to the Executive
under all applicable state and local laws for the taxable year in question;
and

     

    “M” is
the highest marginal rate of Medicare tax applicable to the Executive under the
Code for the taxable year in question.

     

    (b) The
computation of the Tax Indemnity Payment shall be made at the expense of the
Company by the Computation Advisor and shall be based on the following
assumptions:

     

    (i) that
a change in ownership, a change in effective ownership or control or a change in
the ownership of a substantial portion of the assets of the Association or the
Company has occurred within the meaning of Section 280G of the Code (a “280G
Change of Control”);


    
      
         


      

      
        Page 20
of 31

        
          

        

      

      
         


      

    

     

    (ii) that
all direct or indirect payments made to or benefits conferred upon the Executive
on account of the Executive's termination of employment are “parachute payments”
within the meaning of Section 280G of the Code; and

     

    (iii)
that no portion of such payments is reasonable compensation for services
rendered prior to the Executive's termination of employment.

     

    (c) With
respect to any payment that is presumed to be a parachute payment for purposes
of Section 280G of the Code, the Tax Indemnity Payment shall be made to the
Executive on the earlier of the date the Company, the Association or any direct
or indirect subsidiary or affiliate of the Company or the Association is
required to withhold such tax or the date the tax is required to be paid by the
Executive, unless, prior to such date, the Company delivers to the Executive the
written opinion (the “Opinion Letter”), in form and substance reasonably
satisfactory to the Executive, of the Computation Advisor or, if the Computation
Advisor is unable to provide such opinion, of an attorney or firm of independent
certified public accountants selected by the Company and reasonably satisfactory
to the Executive, to the effect that the Executive has a reasonable basis on
which to conclude that:

     

    (i) no
280G Change in Control has occurred, or

     

    (ii) all
or part of the payment or benefit in question is not a parachute payment for
purposes of Section 280G of the Code, or

     

    (iii) all
or a part of such payment or benefit constitutes reasonable compensation for
services rendered prior to the 280G Change of Control, or

     

    (iv) for
some other reason which shall be set forth in detail in such letter, no excise
tax is due under Section 4999 of the Code with respect to such payment or
benefit.

     

    If the
Company delivers an Opinion Letter, the Computation Advisor shall re-compute,
and the Company shall make, the Tax Indemnity Payment, if any, in reliance on
the information contained in the Opinion Letter.

     

    (d) In
the event that the Executive's liability for the excise tax under Section 4999
of the Code for a taxable year is subsequently determined to be different than
the amount with respect to which the Tax Indemnity Payment is made, the
Executive or the Company, as the case may be, shall pay to the other party at
the time that the amount of such excise tax is finally determined, an
appropriate amount, plus interest, such that the payment made pursuant to
Sections 12(a) and 12(c), when increased by the amount of the payment made to
the Executive pursuant to this Section 12(d), or when reduced by the amount of
the payment made to the Company pursuant to this Section 12(d), equals the
amount that should have properly been paid to the Executive under Sections 12(a)
and 12(c). The interest paid to the Company under this Section 12(d) shall be
determined at the rate provided under Section 1274(b)(2)(B) of the Code. The
payment made to the Executive shall include such amount of interest as is
necessary to satisfy any interest assessment made by the Internal Revenue
Service and an additional amount equal to any monetary penalties assessed by the
Internal Revenue Service on account of an underpayment of the excise tax. To
confirm that the proper amount, if any, was paid to the


    
      
         


      

      
        Page 21
of 31

        
          

        

      

      
         


      

    

     

    Executive
under this Section 12, the Executive shall furnish to the Company a copy of each
tax return which reflects a liability for an excise tax, at least 20 days before
the date on which such return is required to be filed with the Internal Revenue
Service. Nothing in this Agreement shall give the Company any right to control
or otherwise participate in any action, suit or proceeding to which the
Executive is a party as a result of positions taken on the Executive's federal
income tax return with respect to the Executive's liability for excise taxes
under Section 4999 of the Code.  Any payment pursuant to this Section
12(d) shall be made promptly following the relevant subsequent determination,
and shall in any case be made no later than the last day of the calendar year
following the calendar year in which any additional taxes for which the Tax
Indemnity Payment is to be made are remitted to the Internal Revenue
Service.

     

    (e) The
provisions of this Section 12 are designed to reflect the provisions of
applicable federal, state and local tax laws in effect on the date of this
Agreement. If, after the date hereof, there shall be any change in any such
laws, this Section 12 shall be modified in such manner as the Executive and the
Company may mutually agree upon if and to the extent necessary to assure that
the Executive is fully indemnified against the economic effects of the tax
imposed under Section 4999 of the Code or any similar federal, state or local
tax.

     

    
      Section
13. Covenant Not To
Compete.

    

     

    The
Executive hereby covenants and agrees that, in the event of his or her
termination of employment with the Company prior to the expiration of the
Employment Period, for a period of one (1) year following the date of his or her
termination of employment with the Company (or, if less, for the Remaining
Unexpired Employment Period), the Executive shall not, without the written
consent of the Company, become an officer, employee, consultant, director or
trustee of any savings bank, savings and loan association, savings and loan
holding company, bank or bank holding company, or any direct or indirect
subsidiary or affiliate of any such entity, that entails working in any city,
town or county in which the Association or the Company has an office or has
filed an application for regulatory approval to establish an office, determined
as of the effective date of the Executive's termination of employment; provided,
however, that this Section 13 shall not apply if the Executive's employment is
terminated for the reasons set forth in Section 9(a); and provided, further,
that if the Executive's employment shall be terminated on account of Disability
as provided in Section 10(c) of this Agreement, this Section 13 shall not
prevent the Executive from accepting any position or performing any services
if:

     

    (a) he or
she first offers, by written notice, to accept a similar position with or
perform similar services for the Company on substantially the same terms and
conditions and

     

    (b) the
Company declines to accept such offer within ten (10) days after such notice is
given.

     

    
      Section
14. Confidentiality.

    

     

    Unless the Executive obtains the prior written consent of the
Company, the Executive shall keep confidential and shall refrain from using for
the benefit of the Executive or any person or entity other than the Company,



    
      
         


      

      
        Page 22
of 31

        
          

        

      

      
         


      

    

     

    any
entity which is a subsidiary of the Company or any entity which the Company is a
subsidiary of, any material document or information obtained from the Company,
or from its affiliates or subsidiaries, in the course of the Executive's
employment with any of them concerning their properties, operations or business
(unless such document or information is readily ascertainable from public or
published information or trade sources or has otherwise been made available to
the public through no fault of his or her own) until the same ceases to be
material (or becomes so ascertainable or available); provided, however, that
nothing in this Section 14 shall prevent the Executive, with or without the
Company's consent, from participating in or disclosing documents or information
in connection with any judicial or administrative investigation, inquiry or
proceeding to the extent that such participation or disclosure is required under
applicable law.

     

    
      Section
15. Solicitation.

    

     

    The
Executive hereby covenants and agrees that, for a period of one (1) year
following the Executive's termination of employment with the Company, he or she
shall not, without the written consent of the Company, either directly or
indirectly:

     

    (a)
solicit, offer employment to or take any other action intended, or that a
reasonable person acting in like circumstances would expect, to have the effect
of causing any officer or employee of the Company, the Association or any
affiliate or subsidiary of ether of them, to terminate his or her employment and
accept employment or become affiliated with, or provide services for
compensation in any capacity whatsoever to, any savings bank, savings and loan
association, bank, bank holding company, savings and loan holding company, or
other institution engaged in the business of accepting deposits and making
loans, doing business in any city, town or county in which the Association or
the Company has an office or has filed an application for regulatory approval to
establish an office;

     

    (b)
provide any information, advice or recommendation with respect to any such
officer or employee to any savings bank, savings and loan association, bank,
bank holding company, savings and loan holding company, or other institution
engaged in the business of accepting deposits and making loans, doing business
in any city, town or county in which the Association or the Company has an
office or has filed an application for regulatory approval to establish an
office that is intended, or that a reasonable person acting in like
circumstances would expect, to have the effect of causing any officer or
employee of the Company, the Association, or any affiliate or subsidiary of
either of them, to terminate his or her employment and accept employment, become
affiliated with or provide services for compensation in any capacity whatsoever
to any such savings bank, savings and loan association, bank, bank holding
company, savings and loan holding company or other institution engaged in the
business of accepting deposits and making loans; or

     

    (c)
solicit, provide any information, advice or recommendation or take any other
action intended, or that a reasonable person acting in like circumstances would
expect, to have the effect of causing any customer of the Company, the
Association, or any affiliate or subsidiary of either of them to terminate an
existing business or 


    
      
         


      

      
        Page 23
of 31

        
          

        

      

      
         


      

    

     

    commercial
relationship with the Company, the Association, or any affiliate or subsidiary
of either of them.

     

    
      Section
16. No Effect on Employee Benefit Plans
or Programs.

    

     

    The
termination of the Executive's employment during the term of this Agreement or
thereafter, whether by the Company or by the Executive, shall have no effect on
the rights and obligations of the parties hereto under the Company's qualified
or non-qualified retirement, pension, savings, thrift, profit-sharing or stock
bonus plans, group life, health (including hospitalization, medical and major
medical), dental, accident and long term disability insurance plans or such
other employee benefit plans or programs, or compensation plans or programs, as
may be maintained by, or cover employees of, the Company from time to
time.

     

    
      Section
17. Successors and
Assigns.

    

     

    This
Agreement will inure to the benefit of and be binding upon the Executive, his or
her legal representatives and testate or intestate distributees, and the Company
and its successors and assigns, including any successor by merger or
consolidation or a statutory receiver or any other person or firm or corporation
to which all or substantially all of the assets and business of the Company may
be sold or otherwise transferred. Failure of the Company to obtain from any
successor its express written assumption of the Company's obligations under this
Agreement at least sixty (60) days in advance of the scheduled effective date of
any such succession shall be deemed a material breach of this
Agreement.

     

    
      Section
18. Notices.

    

     

    Any
communication required or permitted to be given under this Agreement, including
any notice, direction, designation, consent, 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:

     

    If to the
Executive:

     

    George L.
Engelke, Jr.

    83
Chelsea Road

    Garden
City, New York 11530

    


    If to the
Company:

     

    Astoria
Financial Corporation

    One
Astoria Federal Plaza

    Lake
Success, New York 11042-1085

     

    Attention:
General Counsel

     

    with a
copy to:


    
      
         


      

      
        Page 24
of 31

        
          

        

      

      
         


      

    

     

    Thacher
Proffitt & Wood LLP

    Two World
Financial Center

    New York,
New York 10281

     

    Attention:         
W. Edward Bright, Esq.

     

    
      Section
19. Indemnification for Attorneys'
Fees.

    

     

    The
Company shall indemnify, hold harmless and defend the Executive against
reasonable costs, including legal fees, incurred by him or her in connection
with or arising out of any action, suit or proceeding in which he or she may be
involved, as a result of his or her efforts, in good faith, to defend or enforce
the terms of this Agreement; provided, however, that in the case of any action,
suit or proceeding instituted prior to a Change of Control, the Executive shall
have substantially prevailed on the merits pursuant to a judgment, decree or
order of a court of competent jurisdiction or of an arbitrator in an arbitration
proceeding, or in a settlement. For purposes of this Agreement, any settlement
agreement which provides for payment of any amounts in settlement of the
Company's obligations hereunder shall be conclusive evidence of the Executive's
entitlement to indemnification hereunder, and any such indemnification payments
shall be in addition to amounts payable pursuant to such settlement agreement,
unless such settlement agreement expressly provides otherwise.  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
Executive incurs the expense or, if later, within sixty (60) days after the
settlement or resolution that gives rise to the Executive’s right to
reimbursement; provided, however, that the Executive shall have submitted to the
Company documentation supporting such expenses at such time and in such manner
as the Company may reasonably require.

     

    
      Section
20. Severability.

    

     

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

     

    
      Section
21. Waiver.

    

     

    Failure
to insist upon strict compliance with any of the terms, covenants or conditions
hereof shall not be deemed a waiver of such term, covenant, or condition. A
waiver of any provision of this Agreement 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
22. Counterparts.

    

     

    This
Agreement may be executed in two (2) or more counterparts, each of which shall
be deemed an original, and all of which shall constitute one and the same
Agreement.


    
      
         


      

      
        Page 25
of 31

        
          

        

      

      
         


      

    

     

    
      Section
23. Governing
Law.

    

     

    This
Agreement shall be governed by and construed and enforced in accordance with the
federal laws of the United States and, to the extent that federal law is
inapplicable, in accordance with the laws of the State of New York applicable to
contracts entered into and to be performed entirely within the State of New
York.

     

    
      Section
24. Headings and
Construction.

    

     

    The
headings of sections in this Agreement are for convenience of reference only and
are not intended to qualify the meaning of any section. Any reference to a
section number shall refer to a section of this Agreement, unless otherwise
stated.

     

    
      Section
25. Entire Agreement:
Modifications.

    

     

    This
instrument contains the entire agreement of the parties relating to the subject
matter hereof, and supersedes in its entirety any and all prior agreements,
understandings or representations relating to the subject matter hereof. No
modifications of this Agreement shall be valid unless made in writing and signed
by the parties hereto; provided, however, that this
Agreement shall be subject to amendment in the future in such manner as the
Company shall reasonably deem necessary or appropriate to effect compliance with
Section 409A of the Code and the regulations thereunder, and to avoid the
imposition of penalties and additional taxes under Section 409A of the Code, it
being the express intent of the parties that any such amendment shall not
diminish the economic benefit of the Agreement to the Executive on a present
value basis.

     

    
      Section
26. Guarantee.

    

     

    The
Company hereby agrees to guarantee the payment by the Association of any
benefits and compensation to which the Executive is or may be entitled to under
the terms and conditions of the Amended and Restated Employment Agreement dated
as of the 1st day of January, 2009 between the Association and the
Executive.

     

    
      Section
27. Non-duplication.

    

     

    In the
event that the Executive shall perform services for the Association or any other
affiliate or subsidiary of the Company, any compensation or benefits provided to
the Executive by such other employer shall be applied to offset the obligations
of the Company hereunder, it being intended that this Agreement set forth the
aggregate compensation and benefits payable to the Executive for all services to
the Company and all of its affiliates and subsidiaries.

     

    
      Section
28. Survival.

    

     

    The
provisions of any sections of this Agreement which by its terms contemplates
performance after the expiration or termination of this Agreement (including,
but not limited to, Sections 6, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 21,
26, 27, 29, 30 and 31) shall survive the expiration of the Employment Period or
termination of this Agreement.


    
      
         


      

      
        Page 26
of 31

        
          

        

      

      
         


      

    

     

    
      Section
29. Equitable
Remedies.

    

     

    The
Company and the Executive hereby stipulate that money damages are an inadequate
remedy for violations of Sections 6(a), 13, 14 or 15 of this Agreement and agree
that equitable remedies, including, without limitations, the remedies of
specific performance and injunctive relief, shall be available with respect to
the enforcement of such provisions.

     

    
      Section
30. Required Regulatory
Provisions.

    

     

    Notwithstanding
anything herein contained to the contrary, any payments to the Executive by the
Company, whether pursuant to this Agreement or otherwise, are subject to and
conditioned upon their compliance with Section 18(k) of the Federal Deposit
Insurance Act, 12 U.S.C. Section 1828(k), and any regulations promulgated
thereunder.

     

    
      Section
31. No Offset or Recoupment; No
Attachment.

    

     

    The
Company's obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations under this Agreement shall not be affected
by any set-off, counterclaim, recoupment, defense or other claim, right or
action which the Company or any of its affiliates or subsidiaries may have
against the Executive. In no event shall the Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to the Executive under any of the provisions of this Agreement and such
amounts shall not be reduced whether or not the Executive obtains other
employment. Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation, or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect any such action shall be null,
void, and of no effect.

     

    
      Section
32. Compliance with Section 409A of the
Code.

    

     

    The
Executive and the Company acknowledge that each of the payments and benefits
promised to the Executive under this Agreement must either comply with the
requirements of Section 409A of the Code ("Section 409A") and the regulations
thereunder or qualify for an exception from compliance.  To that end,
the Executive and the Company agree that

     

    (a) the
insurance benefits provided in section 6(a) and the indemnification provided in
section 6(b) are intended to be excepted from compliance with Section 409A
pursuant to Treasury Regulation section 1.409A-1(b)(10) as insurance and
indemnification against claims based on acts or omissions as a service
provider;

     

    (b) the
expense reimbursements described in Section 8 and legal fee reimbursements
described in Section 19 are intended to satisfy the requirements for a
"reimbursement plan" described in Treasury Regulation section
1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such
requirements;

     

    (c) the
payment described in Section 9(b)(i) is intended to be excepted from compliance
with Section 409A pursuant to Treasury Regulation section
1.409A-1(b)(3)


    
      
         


      

      
        Page 27
of 31

        
          

        

      

      
         


      

    

     

    as payment made
pursuant to the Company’s customary payment timing arrangement;

     

    (d) the
benefits and payments described in Section 9(b)(ii) are expected to comply with
or be excepted from compliance with Section 409A on their own
terms;

     

    (e) the
welfare benefits provided in kind under section 9(b)(iii) are intended to be
excepted from compliance with Section 409A as welfare benefits pursuant to
Treasury Regulation Section 1.409A-1(a)(5) and/or as benefits not includible in
gross income;

     

    (f) the
benefits and payments on a disability described in Section 10(c) are expected to
be excepted from compliance with Section 409A as “disability pay” pursuant to
Treasury Regulation section 1.409A-1(a)(5); and

     

    (g) the
Tax Indemnity Payment provided under section 12 is intended to satisfy the
requirements for a “tax gross-up payment” described in Treasury Regulation
section 1.409A-3(i)(1)(v).

     

    In the
case of a payment that is not excepted from compliance with Section 409A, and
that is not otherwise designated to be paid immediately upon a permissible
payment event within the meaning of Treasury Regulation Section 1.409A-3(a), the
payment shall not be made prior to, and shall, if necessary, be deferred (with
interest at the annual rate of 6%, compounded monthly from the date of the
Executive’s termination of employment to the date of actual payment) to and paid
on the later of the date sixty (60) days after the Executive’s earliest
separation from service (within the meaning of Treasury Regulation Section
1.409A-1(h)) and, if the Executive 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 Executive’s
separation from service.  Each amount payable under this plan that is
required to be deferred beyond the Executive’s separation from service, shall be
deposited on the date on which, but for such deferral, the Company would have
paid such amount to the Executive, 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
Company with the approval of the Executive (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-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
Agreement shall be construed and administered in such manner as shall be
necessary to effect compliance with Section  409A.

     

    
      Section
33. Compliance with Section 280G(e) of
the Code.

    

     

    In the event the Company or the Association issues any debt or
equity to the United States Treasury ("UST") pursuant to the Capital Purchase
Program (the "CPP") implemented


    
      
         


      

      
        Page 28
of 31

        
          

        

      

      
         


      

    


     under
the Emergency Economic Stabilization Act of 2008 ("EESA"), the following
provisions shall take precedence over any contrary provisions of this Agreement
or any other compensation or benefit plan, program, agreement or arrangement in
which the Executive participates:

     

    (a) The Executive shall repay to the
Company any bonus or incentive compensation paid to the Executive while (i) the
Executive is a senior executive officer (within the meaning 31 C.F.R Part 30
("Senior Executive Officer") and (ii) the UST holds any debt or equity interest
in the Company or the Association acquired under the CCP (such period, the “CPP
compliance Period”) if and to the extent that such bonus or incentive
compensation was paid on the basis of a statement of earnings, gains, or other
criteria (each, a "Performance Criteria," and in the aggregate, "Performance
Criteria") that are later proven to be materially inaccurate.  A
Performance Criterion shall be proven to be materially inaccurate if so
determined by a court of competent jurisdiction or in the written opinion of the
Computation Advisor or, if the Computation Advisor is unable to provide the
determination, an independent attorney or firm of certified public accountants
selected by the Company and approved by the Executive (which approval shall not
be unreasonably withheld or delayed), which determination shall both state the
accurate Performance Criterion and that the difference between the accurate
Performance Criterion and the Performance Criterion on which the payment was
based is material (the "Determination").  Upon receipt of a
Determination, the Company may supply to the Executive a copy of the
Determination, a computation of the bonus or other incentive compensation that
would have been payable on the basis of the accurate Performance Criterion set
forth in the Determination (the "Determination Amount") and a written demand for
repayment of the amount (if any) by which the bonus or incentive compensation
actually paid  exceeded the Determination Amount.

     

    (b) (i) If the Executive’s employment
terminates in an “applicable severance from employment” (within the meaning of
31 C.F.R. Part 30) while (A) the Executive is a Senior Executive Officer and (B)
the UST holds any debt or equity interest in the Company or the Association
acquired under the CPP, then payments to the Executive that are contingent on
such applicable severance from employment and designated to be paid during the
CPP Compliance Period shall be limited, if necessary, to the maximum amount
which may be paid without causing any amount paid to be an "excess parachute
payment" within the meaning of section 280G(b)(1) of the Code, as modified by
section 280G(e) of the Code, referred to as a “golden Parachute payment” under
31 C.F.R Part 30 (the "Maximum Payment Amount").  Any reduction in
payments required to achieve such limit shall be applied to all payments
otherwise due hereunder in the reverse chronological order of their payment
dates, and where multiple payments are due on the same date, the reduction shall
be apportioned ratably among the affected payments.  The required
reduction (if any) shall be determined in writing by the Computation Advisor or,
if the Computation Advisor is unable to provide the determination, by an
independent attorney or firm of certified public accountants selected by the
Company and approved by the Executive (which approval shall not be unreasonably
withheld or delayed).

     

    (ii) To the extent not prohibited by law, the aggregate amount by
which payments designated to be paid during the CPP Compliance Period are
reduced pursuant


    
      
         


      

      
        Page 29
of 31

        
          

        

      

      
         


      

    


    to
section 33(b)(i) (the "Unpaid Amount") shall be delayed to and shall be paid on
the first business day following the last day of the CPP Compliance Period.
Pending payment, the Unpaid Amount shall be deposited in a Rabbi
Trust.  Payment of the Unpaid Amount shall include any investment
earnings on the assets of the Rabbi Trust attributable to the Unpaid
Amount.

    


    This
section 33 shall be operated, administered and construed to comply with section
111(b) of EESA as implemented by guidance or regulation thereunder that has been
issued and is in effect as of the closing date of the agreement, if any, by and
between the Company, under which the UST acquires equity or debt securities of
the Company or the Association under the CPP (such date, if any, the “Closing
Date” and such implementation, the “Relevant Implementation”). If after such
Closing Date the clawback requirement of section 33(a) shall not be required by
the Relevant Implementation of Section 111(b) of EESA, such requirement shall
have no further effect. If after such Closing Date the limitation on golden
parachute payments under section 33(b)(i) shall not be required by the Relevant
Implementation of section 111(b) of EESA, such limitation shall have no further
effect and any Unpaid Amount delayed under section 33(b)(ii) shall be paid on
the earliest date on which the Company reasonably anticipates that such amount
may be paid and without violating such limitation.

    


    IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed and the Executive has hereunto
set his or her hand, all as of the day and year first above
written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                ATTEST:

                              	 
      	ASTORIA
      FINANCIAL CORPORATION
	 	 	 	 
	
                                 /S/
      Alan P.
      Eggleston                       

                              	 
      	
                                By:

                              	
                                   /S/
      Gerard C. Keegan

                              
	
                                Alan
      P. Eggleston

                                [Seal]

                              	 
      	
                                Name: 

                                Title:

                              	
                                Gerard
      C. Keegan

                                Vice Chairman and Chief Administrative

                                Officer

                              
	 	 	 	 
	 
      	 
      	/S/
      George L. Engelke,
      Jr.                                         
	 
      	 
      	George
      L. Engelke,
Jr.


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        Page 30
of 31

        
          

        

      

      
         


      

    

     

    
      
        	
                STATE
      OF NEW YORK

              	
                )

              	 
      
	 
      	
                )

              	
                ss.:

              
	
                COUNTY
      OF NASSAU

              	
                )

              	 
      


      

    

     

    On this
31 day of December, 2008,
before me, the undersigned, personally appeared Gerard C. Keegan,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.

    


    
      
        
          
            
              	
                      /S/
      Marygrace Farruggia

                    	 	
                      [SEAL]

                    
	
                      Name:
      Marygrace
      Farruggia

                    	 	 
      
	
                      Notary
      Public, State of New York

                    	 	 
      
	
                      No.
      4998931

                    	 	 
      
	
                      Qualified
      in Suffolk
      County

                    	 	 
      
	
                      Commission
      Expires: 7/13/2010

                    	 	 
      


            

          

        

      

    

     

    
      
        	
                STATE
      OF NEW YORK

              	
                )

              	 
      
	 
      	
                )

              	
                ss.:

              
	
                COUNTY
      OF NASSAU

              	
                )

              	 
      


      

    

     

    On this
31 day of December, 2008,
before me, the undersigned, personally appeared George L. Engelke, Jr.,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.

    


    
      
        
          
            
              
                	
                        /S/ Marygrace
      Farruggia             

                      	 	
                        [SEAL]

                      
	
                        Name:
      Marygrace
      Farruggia

                      	 	 
      
	
                        Notary
      Public, State of New York

                      	 	 
      
	
                        No.
      4998931

                      	 	 
      
	
                        Qualified in Suffolk
    County

                      	 	 
      
	
                        Commission
      Expires: 7/13/2010

                      	 	 
      


              

            

          

        

      

    

     

    
      
         


      

      
        Page 31
of 31