c50461_ex10-2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing






EXHIBIT 10.2


AMENDMENT TO 


ASTORIA FEDERAL SAVINGS AND
LOAN ASSOCIATION

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 Federal Savings and
Loan Association, a savings association organized and operation under the federal
laws of the United States(the
“Association”) and George L. Engelke, Jr. (the  “Executive”)
is entered into as of August 15, 2007. 


WITNESSETH:


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

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


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


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


     WHEREAS, the Board of Directors of the Association has determined that it is in the best
interests of the shareholders of the Association to rescind the Association’s mandatory retirement policy for executive officers and, as a result, requested that Executive remain in the
employ of the Association beyond his 70th birthday, which Executive is agreeable to do; 


     NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions hereinafter set forth, the Association 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 Chairman, President and Chief Executive Officer with the title
Chairman and Chief Executive Officer where it appears in such Section.

	
	 



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	     	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 Eight Hundred Ten Thousand Dollars
            ($810,000) to an initial annual rate of One Million One Hundred
            Thousand Dollars ($1,100,000) which the Association 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 Chairman, President and Chief Executive Officer with the title Chairman and Chief Executive Officer where it appears in Section 9(a)(i)(A).

	
	 
	 	
D)      		
Section 9. Termination of Employment with Severance Benefits. and Section 17. Notices. of the
Restated Employment Agreement are amended by amending Section 9(b) and Section 17 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 Association Liability. of the Restated Employment Agreement is amended by deleting Section 10(a)(v).

	
	 
	 	
F)      		
Section 30. Compliance with Section 409A of the Code. is added to the Restated Employment Agreement to state as follows:

	
	 	 	 
	 	 	Section 30. 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 Association has caused this Amendment to be executed and Executive has hereunto set his hand, all as the
15th day of August 2007. 



	Attest: 	 	ASTORIA FEDERAL SAVINGS AND LOAN 

    ASSOCIATION      




 

	/S/
        Alan P. Eggleston 	 	By: 	/S/
        Gerard C. Keegan 
	Alan P. Eggleston 	 	Name: 	 Gerard C. Keegan
	 	 	Title: 	Vice Chairman and Chief 
	 	 	 	Administrative Officer 
	 
	[Seal] 	 	 	 
	 
	 
	 
	 	 	/S/
        George L. Engelke, Jr. 
	 	 	George L. Engelke, Jr. 





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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 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 




	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 





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