c50461_ex10-11.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing






EXHIBIT 10.11


AMENDMENT TO

ASTORIA FINANCIAL CORPORATION

AMENDED
AND RESTATED

EMPLOYMENT AGREEMENT
WITH EXECUTIVE
OFFICER


          This Amendment to the Amended and Restated Employment Agreement (the “Restated Employment Agreement”) entered into as of January 1, 2000 by and between Astoria Financial Corporation, a business corporation organized and operation under the laws of the State of Delaware (the “Company”) and Gerard C. Keegan (the “Executive”) is entered into as of August 15, 2007. 


WITNESSETH:


          WHEREAS, the Company and Executive have previously entered into the Restated Employment
Agreement which remains in full force and effect; and 


          WHEREAS, the Company has realigned its executive management staff; and


          WHEREAS, prior to such realignment the Executive
served as Vice Chairman and Chief Administrative Officer; and


          WHEREAS, following such realignment Executive has agreed to continue to serve as Vice Chairman
and Chief Administrative Officer; and 


          WHEREAS, the
Board of Directors of the Company has determined that it is in the best interests
 of the shareholders of the Company to rescind the Company’s mandatory
 retirement policy for executive officers; 


          NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions hereinafter set forth, the Company and Executive hereby agree to amend the Restated Employment Agreement as follows from and after
the date hereof: 

	          	
A)     	
Section 4. Cash Compensation. of the Restated Employment Agreement is amended to replace the salary set forth in such Section from an initial annual rate
of Three Hundred Seventy Five Thousand Dollars ($375,000) to an initial annual rate of Five Hundred Twenty Four Thousand Dollars ($524,000) which the Company and Executive acknowledge is Executive’s current rate of annual salary.

	
	 



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	          	B)     	Section 9. Termination
          of Employment with Severance Benefits.
          and Section 18. Notices. of the Restated Employment Agreement are amended by amending Section 9(b) and Section 18 to provide that the address of Thacher Proffitt & Wood is Two World Financial
Center, New York, New York 10281.

	
	 
	 	
C)     	
Section 10. Termination without Additional Company Liability. of the Restated Employment Agreement is amended by deleting Section 10(a)(v).

	
	 
	 	
D)     	
Section 33. Compliance with Section 409A of the Code. is added to the Restated Employment Agreement to state as follows:

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

               In
        the event that this Agreement is construed to be a non-qualified deferred
        compensation plan described in section 409A of the Code, the Agreement
        shall be operated, administered and construed so as to conform to the
    requirements of section 409A. 

	 	 
	 	
E)     	
The Restated Employment Agreement is in all other respects confirmed and ratified and the Restated Employment Agreement, as amended by this amendment remains in full force and effect.

	
	 



          IN WITNESS WHEREOF, the Company has caused this Amendment to be executed and Executive has hereunto set his hand, all as the 15th day of August 2007. 

 

	Attest:	 	
     ASTORIA FINANCIAL CORPORATION

	 	 	 	 
	 
	
/S/ Alan P. Eggleston
		 
		
By:   
		
/S/ George L. Engelke, Jr.
	
	
Alan P. Eggleston
		 
		
Name: George L. Engelke, Jr.
	
	 

		 
		
Title: Chairman and Chief Executive Officer
	
	 

	
	
[Seal]
		 
		 

		 

	
	 

	
	 

	
	 

	
	 

		 
		
/S/ Gerard C. Keegan
	
	 

		 
		
Gerard C. Keegan
	





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	STATE OF NEW YORK 	) 	 	 	 
	 	) 	 	SS.: 	 
	COUNTY OF NASSAU 	) 	 	 	 



          On this 15th day of August 2007, 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
	
	 
		
          Notary Public
	
	 
		
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 15th day of August 2007, 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
	
	 
		
          Notary Public
	
	 
		
Marygrace Farruggia
	
	 
		
Notary Public, State of New York
	
	 
		
No. 4998931
	
	 
		
Qualified in Suffolk County
	
	 
		
Commission Expires 7/13/2010
	





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