Exhibit
10.2

    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
Federal Savings And Loan Association, a savings association organized and
operating under the federal laws of the United States and having an office at
One Astoria Federal Plaza, Lake Success, New York 11042-1085 (the
“Association”), 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 Association 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 Association 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 Association and the Executive hereby agree
as follows:

     

    
      	
              1.

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

            


    

     

    (a)           The
terms and conditions of this Agreement shall be and remain in effect during the
period of employment established under this Section 2 (the “Employment Period”).
The Employment Period shall be for an initial term of three years beginning on
the Initial Effective Date and ending on the third anniversary date of the
Effective Date, plus such extensions, if any, as are provided by the Board of
Directors of the Association (the “Board”) as provided below. Prior to the first
anniversary of the date of this Agreement and on each anniversary date
thereafter (each an “Anniversary Date), the Board shall review the terms of this
Agreement and the Executive’s performance of services hereunder and may, in the
absence of objection from the Executive, approve an extension of the Employment
Period. In such event, the Employment Period shall be extended to the third
anniversary of the relevant Anniversary Date (or, if earlier the Executive’s
seventy-fifth (75th)
birthday. In no event shall any extension cause the Employment Period to end
later than the Executive’s seventy-fifth (75th)
birthday.  Unless sooner terminated by non-extension, the Employment
Period will end automatically, without the requirement of any notice or other
action, on the Executive’s seventy-fifth (75th)
birthday.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    (b)           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 the
earlier of (i) the Anniversary Date on which the Employment Period (as extended
pursuant to Section 2(a) of this Agreement) is then scheduled to expire and (ii)
the Executive’s seventy-fifth (75th)
birthday.

     

    
      
        	
                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
Association, having such power, authority and responsibility and performing such
duties as are prescribed by or pursuant to the By-Laws of the Association and as
are customarily associated with such position. The Executive shall devote his
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 Association and shall use his best efforts to
advance the interests of the Association.  The Association 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
Association.

     

    
      	
              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 Association shall pay to him 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
Association’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 Association 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 Association determines to separate the roles of Chairman and Chief
Executive Officer, the Executive’s compensation shall be adjusted in such manner
as the Association may determine, subject to the following:

     

    (a)           The
Executive’s annual rate of base salary shall not be reduced below Seven Hundred
and Fifty Thousand Dollars ($750,000).

     

    (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.


    
      
         


      

      
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    (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
Association shall indemnify the Executive against, and hold him harmless from
any costs, liabilities, losses and exposures for acts or omissions in connection
with service as an officer or director of the Association or service in other
capacities at the request of the Association, to the fullest extent and on the
most favorable terms and conditions that similar indemnification is offered to
any director or officer of the Association 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 charter or a bylaw of the Association 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 (D) of the Prior Agreement shall be amended to read in its
      entirety as follows:

            


    

     

    (C)           the
expiration of a thirty (30) day period following the date on which the Executive
gives written notice to the Association of its material failure that is not
directly related to the separation of the roles of Chief Executive Officer under
Section 3 of the Agreement, whether by amendment of the Association’s Charter or
By-laws, action of the Board or the Association’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 Association cures such failure in a manner determined by
the Executive, in his or her discretion, to be satisfactory; or


    
      
         


      

      
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     (D)           the
expiration of a thirty (30) day period following the date on which the Executive
gives written notice to the Association 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 total
compensation package, except as contemplated by the last sentence of Section 4),
unless, during such thirty (30) day period, the Association 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:

            


    

     

    “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 Association; 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

     

    
      
         

      

      
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              8.

            	
              The
      Prior Agreement shall be amended to remove Section 30
      therefrom.

            


    

     

    
      	
              9.

            	
              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.

            


    

     

    
      	
              10.

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

            


    

     

    
      	
              11.

            	
              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
Association 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
      Federal Savings And Loan Association

                      
	 
      	 	 
      	 
      
	
                        /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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