c50461_ex10-9.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing






EXHIBIT 10.9


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 Arnold K. Greenberg (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;
and


          WHEREAS, following such realignment Executive has agreed to continue to serve as Executive
Vice President; 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 Forty Five Thousand Dollars ($345,000) to an initial annual rate of Four Hundred Eighty Three Thousand Dollars ($483,000) 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/
        Arnold K. Greenberg 
	 	 	 	 	Arnold K. Greenberg 





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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 Arnold K. Greenberg, 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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