c50461_ex10-5.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing







EXHIBIT 10.5


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 Alan P. Eggleston (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 Executive Vice President, Secretary and General Counsel; and


     WHEREAS, following such realignment Executive has agreed to continue to serve as Executive
Vice President, Secretary and General Counsel; 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 3. Duties. of the Restated Employment Agreement is amended to replace the title Executive Vice President and General Counsel with the title
Executive Vice President, Secretary and General Counsel where it appears in such Section.

	
	 
	 	
B)      		
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 Two 

	
	 



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Hundred Seventy Five Thousand Dollars ($275,000)
    to an initial annual rate of Four Hundred Forty Five Thousand Dollars ($445,000)
    which the Company and Executive acknowledge is Executive’s current rate
    of annual salary.

	
	 
	 	
C)      		
Section 9. Termination of Employment with Severance Benefits. of the Restated Employment Agreement is amended by amending Section 9(a)(i)(A) by replacing
the title Executive Vice President and General Counsel with the title Executive Vice President, Secretary and General Counsel where it appears in Section 9(a)(i)(A).

	
	 
	 	
D)      		
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.

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

	
	 
	 	
F)      		
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. 





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G)      		
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/
        Arnold K. Greenberg	 	By: 	/S/
        George L. Engelke, Jr. 
	Arnold K. Greenberg	 	Name: 	 George L. Engelke, Jr. 
	 	 	Title: 	Chairman and Chief Executive Officer
	 
	[Seal] 	 	 	 
	 
	 
	 
	 	 	/S/
        Alan P. Eggleston
	 	 	Alan P. Eggleston





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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 Alan P. Eggleston, 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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