c50461_ex10-14.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing







EXHIBIT 10.14


AMENDMENT TO

ASTORIA FEDERAL SAVINGS
AND
LOAN ASSOCIATION

EMPLOYMENT
AGREEMENT
WITH EXECUTIVE OFFICER


          This Amendment to the Employment Agreement (the “Employment
Agreement”)
entered into as of December 1, 2003 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 Gary T. McCann (the “Executive”) is entered into as of August 15, 2007. 


WITNESSETH:


          WHEREAS, the Association and Executive have previously entered into the 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 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 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; 


          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 Employment Agreement as
follows from and after the date hereof: 

	          	
A)     	
Section 4. Cash Compensation. of the Employment Agreement is amended to replace the salary set forth in such Section from an initial annual rate of Two
Hundred Twelve Thousand Dollars ($212,000) to an initial annual rate of Four
Hundred Thousand Dollars ($400,000) which the Association and Executive
acknowledge is Executive’s current rate of annual salary.
 
	 
	 	
B)     	
Section 10. Termination without Additional Association Liability. of the Employment Agreement is amended by deleting Section 10(a)(v).

	
	 


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	 	C)     	Section 29. Compliance
          with Section 409A of the Code. is added
          to the Employment Agreement to state as follows:

	 	 	 
	          	 	
    Section 29. 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. 
	 	 	 
	 	
D)     	
The Employment Agreement is in all other respects confirmed and ratified and the 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/ George L. Engelke, Jr.
	
	
Alan P. Eggleston
		 
		
Name: George L. Engelke, Jr.
	
	 

		 
		
Title: Chairman and Chief Executive Officer
	
	 

	
	
[Seal]
		 
		 

		 

	
	 

	
	 

	
	 

	
	 

		 
		
/S/ Gary T. McCann
	
	 

		 
		
Gary T. McCann
	





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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 Gary T. McCann, 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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