Exhibit
10.1

    


    AMENDMENT
NO. 1 TO AMENDED AND RESTATED

    EMPLOYMENT
AGREEMENT

     

    This
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”)
is made and entered into as of April 21, 2010 by and between Astoria
Financial Corporation, a business corporation organized and operating
under the laws of the State of Delaware and having an office at One Astoria
Federal Plaza, Lake Success, New York 11042-1085 (the “Company”), and George L.
Engelke, Jr., an individual residing at 83 Chelsea Road, Garden City, New York
11530 (the “Executive”).

     

    Witnesseth:

     

    Whereas,
the Executive and the Company are parties to an Employment Agreement entered
into on January 1, 1996 (the “Initial Effective Date”), amended and restated on
January 1, 2000, further amended as of August 15, 2007 and amended and restated
again as of January 1, 2009 (such agreement, as amended and restated through
January 1, 2009, the “Prior Agreement”); and

     

    Whereas,
the Executive and the Company wish to further amend and modify the Prior
Agreement pursuant to Section 25 thereof;

     

    Now,
Therefore, in consideration of the premises and the mutual covenants and
conditions hereinafter set forth, the Company and the Executive hereby agree as
follows:

     

    
      	
              1.

            	
              Section
      2(b) of the Prior Agreement shall be amended to read in its entirety as
      follows:

            


    

     

    (b)           Beginning
on the Initial Effective Date, the Employment Period shall automatically be
extended for one (1) additional day each day until the Executive attains the age
of seventy-two (72), unless either the Company or the Executive elects not to
extend the Agreement further by giving written notice to the other party, in
which case the Employment Period shall end on the day before the third
anniversary of the date on which such written notice is given.  When
the Executive attains the age of seventy-two (72), the daily extensions will
cease automatically without notice or other action, the Employment Period shall
be for a fixed term of three years, thereafter, and this Agreement will expire
when the Executive attains the age of seventy-five (75).  For all
purposes of this Agreement, the term “Remaining Unexpired Employment Period” as
of any date shall mean the period beginning on such date and ending
on:

     

     (i)           if
extensions have ceased in accordance with this Section 2(b), the day before the
third anniversary of the date on which extensions were discontinued;
and


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     (ii)           in
all other cases, the day before the third anniversary of the date as of which
the Remaining Unexpired Employment Period is being determined.

     

    Upon
termination of the Executive's employment with the Company for any reason
whatsoever, any daily extensions provided pursuant to this Section 2(b), if not
previously discontinued, shall automatically cease.

     

    
      	
              2.

            	
              Section
      3 of the Prior Agreement shall be amended to read in its entirety as
      follows:

            


    

     

    The
Executive shall serve as Chairman and Chief Executive Officer of the Company,
having such power, authority and responsibility and performing such duties as
are prescribed by or pursuant to the By-Laws of the Company and as are
customarily associated with such position. The Executive shall devote his or her
full business time and attention (other than during weekends, holidays, approved
vacation periods, and periods of illness or approved leaves of absence) to the
business and affairs of the Company, its affiliates and subsidiaries and shall
use his or her best efforts to advance the interests of the
Company.  The Company reserves the right, from time to time, to
separate the roles of Chairman and Chief Executive Officer and to transfer
either, but not both, to an individual other than the Executive; in such event
the effective date of such separation shall be referred to in this Agreement as
the “Transition Date.”  Following the Transition Date, the Executive
shall continue to be an employee of the Company..

     

    
      	
              3.

            	
              Section
      4 of the Prior Agreement shall be amended to read in its entirety as
      follows:

            


    

     

    In
consideration for the services to be rendered by the Executive as Chairman and
Chief Executive Officer hereunder, the Company shall pay to him or her a salary
at an initial annual rate of ONE MILLION ONE HUNDRED FORTY TWO THOUSAND DOLLARS
($1,142,000), payable in approximately equal installments in accordance with the
Company's customary payroll practices for senior officers. At least annually
during the Employment Period, the Board shall review the Executive's annual rate
of salary and may, in its discretion, approve an increase therein. In no event
shall the Executive's annual rate of salary under this Agreement in effect at a
particular time be reduced without his or her prior written consent and any such
reduction in the absence of such consent shall be a material breach of this
Agreement. In addition to salary, the Executive may receive other cash
compensation from the Company for services hereunder at such times, in such
amounts and on such terms and conditions as the Board may determine from time to
time.  If the Company determines to separate the roles of Chairman and
Chief Executive Officer, the Executive’s compensation shall be adjusted in such
manner as the Company may determine, subject to the following:

     

    (a)           The
Executive’s annual rate of base salary shall not be reduced below SEVEN HUNDRED
FIFTY THOUSAND DOLLARS ($750,000).

     

    
      
         


      

      
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    (b)           Following
the Transition Date, the Executive’s base salary for purposes of calculating his
..benefits under the Astoria Federal Savings and Loan Association Group Life
Insurance Plan, Excess Pension Plan and Supplemental Pension Plan shall be
deemed to continue at the annual rate in effect immediately prior to the
Transition Date.

     

    (c)           Following
the Transition Date, the base salary used for purposes of computing the
termination benefit (if any) payable under sections 9(b)(iv), (v) and (vii) of
this Agreement shall in no event be less than the annual rate of base salary in
effect for the Executive immediately prior to the Transition Date.

     

    (d)           Following
the Transition Date, the target incentive opportunity used for purposes of
computing the termination benefit (if any) payable under section 9(b)(vii) of
this Agreement shall be the target incentive opportunity (expressed as a
percentage of base salary) in effect immediately prior to the Transition
Date.

     

    It is the
intent of the parties that adjustments to the Executive’s rate of base salary or
participation in incentive plans that may occur on or after the Transition Date
not diminish the benefits for which the Executive may be eligible under the
Astoria Federal Savings and Loan Association Group Life Insurance Plan, Excess
Pension Plan and Supplemental Pension Plan or the termination benefits which may
become payable to him under section 9(b)(iv), (v) or (vii) of this
Agreement.  The foregoing provisions shall be construed to give effect
to such intent.

     

    
      	
              4.

            	
              Section
      6(b) of the Prior Agreement shall be amended to read in its entirety as
      follows:

            


    

     

    (b)           To
the maximum extent permitted under applicable law, during the Employment Period
and for the maximum period allowed under applicable law thereafter, the Company
shall indemnify the Executive against, and hold him or her harmless from, any
costs, liabilities, losses and exposures for acts or omissions in connection
with service as an officer or director of the Company or service in other
capacities at the request of the Company, to the fullest extent and on the most
favorable terms and conditions that similar indemnification is offered to any
director or officer of the Company or any subsidiary or affiliate
thereof.  No provision in this Agreement nor any termination or
expiration of this Agreement is intended to authorize the elimination or
impairment of any right to indemnification or to advancement of expenses arising
under a provision of the certificate of incorporation or a bylaw of the Company
by amendment to such a provision after the occurrence of an act or omission that
is the subject of an action, suit or proceeding for which indemnification is
sought.

     

    
      	
              5.

            	
              Section
      9(a)(i)(C) and the (D) of the Prior Agreement shall be amended to read in
      its entirety as follows:

            


    

     

    
      
         


      

      
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    (C)           the
expiration of a thirty (30) day period following the date on which the Executive
gives written notice to the Company of its material failure that is not directly
related to the separation of the roles of Chairman and Chief Executive Officer
under Section 3 of the Agreement, whether by amendment of the Company's
Certificate of Incorporation or By-laws, action of the Board or the Company's
stockholders or otherwise, to vest in the Executive the functions, duties, or
responsibilities prescribed in Section 3 of this Agreement as of the date
hereof, unless, during such thirty (30) day period, the Company cures such
failure in a manner determined by the Executive, in his or her discretion, to be
satisfactory.

     

    (D)           the
expiration of a thirty (30) day period following the date on which the Executive
gives written notice to the Company of its material breach of any term,
condition or covenant contained in this Agreement (including, without
limitation, any reduction of the Executive's rate of base salary in effect from
time to time, except as contemplated by the last sentence of Section 4 and any
change in the terms and conditions of any compensation or benefit program in
which the Executive participates which, either individually or together with
other changes, has a material adverse effect on the aggregate value of his or
her total compensation package, except as contemplated by the last sentence of
Section 4), unless, during such thirty (30) day period, the Company cures such
failure in a manner determined by the Executive, in his or her discretion, to be
satisfactory; or

     

    
      	
              6.

            	
              Subparagraph
      (V) of the provision for determination of the “SEVLS” component of the DB
      Severance Payment under section 9(b)(v) of the Prior Agreement shall be
      amended to read in its entirety as
follows:

            


    

     

    (V)           for
purpose of calculating the Executive’s monthly or annual benefit under the
defined benefit plans, the following sums shall be added to the Executive’s
compensation recognized under such plans for the most recent year
recognized:

     

     
(1)           payments
made pursuant to Section 9(b)(i) that constitute base salary;

     

     
(2)           the Salary
Severance Payment;

     

     
(3)           the Option
Surrender Payment; and

     

     
(4)           the RRP
Surrender Payment.

     

    
      	
              7.

            	
              Section
      9(b)(vii) of the Prior Agreement shall be amended by deleting the variable
      “AP” from the equation therein, deleting the definition of “AP” therein
      and amending the definition of “TIO” therein to read in its entirety as
      follows:

            


    

     

    
      
         


      

      
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    “TIO” is
the target incentive opportunity (expressed as a percentage of base salary)
established by the Compensation Committee of the Board for the Executive
pursuant to the Astoria Financial Corporation Executive Officer Annual Incentive
Plan in effect at the time immediately prior to the Executive’s termination of
employment with the Company; provided, however, that in
the event of the Executive’s voluntary resignation pursuant to Section 9(a)(i)
above following written notice of a reduction in the Executive’s target
incentive opportunity that results in or contributes to a material adverse
effect on the aggregate value of the Executive’s total compensation package,
that is the basis for such resignation under Section 9(a)(i)(D) above, “TIO” is
the target incentive opportunity in effect at the time immediately prior to the
reduction that is the subject of such written notice; and

     

    
      	
              8.

            	
              Section
      26 of the Prior Agreement shall be amended to read in its entirety as
      follows:

            


    

     

    
      Section
26.         Guarantee.

    

     

    The
Company hereby agrees to guarantee the payment by the Association of any
benefits and compensation to which the Executive is or may be entitled to under
the terms and conditions of the Amended and Restated Employment Agreement dated
as of the 1st day of January, 2009 between the Association and the Executive, as
amended by Amendment No. 1.

     

    
      	
              9.

            	
              The
      Prior Agreement shall be amended to remove Section 33
      therefrom.

            


    

     

    
      	
              10.

            	
              Each
      reference to the “Remaining Unexpired Employment Period” in the Prior
      Agreement under Section 9(b) shall be amended to provide that the
      Remaining Unexpired Employment Period is expressed as a number of years
      and fractions of years.

            


    

     

    
      	
              11.

            	
              Each
      reference to “Thacher Proffitt & Wood LLP” in the Prior Agreement,
      whether with or without the LLP designation, will be replaced by a
      reference to “Sonnenschein Nath & Rosenthal
  LLP”.

            


    

     

    
      	
              12.

            	
              Except
      as specifically provided herein, the provisions of the Prior Agreement
      shall continue in full force and
effect.

            


    


    
      
         


      

      
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    In
Witness Whereof, the Company has caused this Amendment to be executed and
the Executive has hereunto set his or her hand, all as of the day and year first
above written.

     

    
      
        
          	
                  ATTEST:

                	 	
                  Astoria
      Financial Corporation

                
	 
      	 	 
      
	
                  /S/ Thomas V. Lavery

                	 	
                  By:
      

                	
                  /S/ Monte N. Redman

                
	
                  Name:  Thomas
      E. Lavery

                	 	
                  Name: 

                	
                  Monte
      N. Redman

                
	 
      	 	
                  Title:

                	
                  President
      and Chief Operating 

                  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
21st day of April, 2010 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

            	 
      


    

    Name:
Marygrace Farruggia

    Notary
Public, State of New York

    No.
4998931

    Qualified
in Suffolk County

    Commission
Expires: July 13, 2010

    


    
      	
              STATE
      OF NEW YORK

            	
              )

            
	 
      	
              )       
       ss.:

            
	
              COUNTY
      OF NASSAU

            	
              )

            


    

    


    On this
21st day of April, 2010 before me, the undersigned, personally appeared Monte N.
Redman, 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

            	 
      


    

    Name:
Marygrace Farruggia

    Notary
Public, State of New York

    No.
4998931

    Qualified
in Suffolk County

    Commission
Expires: July 13, 2010


    
      
         


      

      
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