Exhibit 10.3


 


 


 


 


 


 


 


 


 


 


 


 


 


 


ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION


 


EXCESS BENEFIT PLAN


 


 


 


As amended effective January 1, 2009 and further amended effective
April 30, 2012




 


 



    	 



    	 



    






 


ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATIION


 


EXCESS BENEFIT PLAN


 


ARTICLE I


 


DEFINTIONS


 


1.01Association


 


Astoria Federal Savings and Loan Association.


 


1.02Committee


 


The persons appointed to administer the Plan.


 


1.03Effective Date


 


The restated Plan is effective January 1, 1989. The original
effective date was June 1, 1983.


 


1.04Plan


 


The Astoria Federal Savings and Loan Association Excess Benefit
Plan.


 


1.05Qualified Retirement Plan


 


The Astoria Federal Savings and Loan Association Employees’
Pension Plan.


 


 


ARTICLE II


 


PARTICIPATION


 


2.01Eligibility and Commencement of Participation


 


Any participant in the Qualified Retirement Plan shall become
a Participant in this Plan when his benefits payable under the Qualified Retirement Plan become limited under Internal Revenue
Code Sections 401(a)(17) and 415.







 






    	 



    	 



    
 


ARTICLE III


 


BENEFITS TO PARTICIPANTS


 


 


3.01Supplemental Retirement Benefits


 








		(a)	 The Plan shall provide benefits in excess of
those that would be permitted by law under the Qualified Retirement Plan, as amended, to the extent they would otherwise
have been provided under the Qualified Retirement Plan if the Internal Revenue Code ceilings on compensation and benefits
under tax qualified plans were not imposed. Benefits shall be payable monthly from the general assets of the Association.








 











		(b)	 Benefits
shall be payable commencing in the later of the month after the Participant’s 65th birthday or
month following the month in which the Participant terminates employment unless, within thirty (30) days after first
becoming a Participant (or, if later, December 31, 2008 with respect to benefits payable after December 31, 2008) the
Participant elects that payments begin at termination of employment or on a specified date after termination of
employment but before attainment of age 65. Benefits shall be payable in the form of a single life annuity for the life
of the Participant unless, within thirty (30) days after first becoming a Participant (or, if later, December 31, 2008 with
respect to benefits payable after December 31, 2008) the Participant elects that payments be made in another optional form of
payment permitted under the Qualified Plan or in a lump sum. Payments made in the form of an optional form of benefit or
lump sum shall be determined using the applicable interest rate and mortality assumptions in effect under the Qualified Plan
when the benefit calculation is made.



 











		(c)	 A Participant may elect
that, in the event of a change in control of the Association (within the meaning of section 409A of the Internal Revenue Code)
any remaining benefits due to him under the Plan shall be made in a single lump sum on the effective date of the change in
control, such lump sum to be computed on the basis of the interest rate and mortality assumptions applicable under the Qualified
Plan as of the date of payment. Such an election shall be made within thirty (30) days after first becoming a Participant or, if
later in the case of benefits payable after December 31, 2008, no later than December 31, 2008.



 





		(d)	Notwithstanding anything in the Plan to the contrary any benefit under the Plan that becomes payable due to a Participant’s
termination of employment shall (a) if necessary, be deferred to and payable on (or commencing on) the earliest date on which the
Participant has a “separation from service” (within the meaning of section 409A of the Code) and (b) if the Participant
is a “specified employee” (within the meaning of section 409A) of the Code on the date of his separation



 






    	 



    	 



    
 











			from service
shall be further deferred to the first day of the seventh calendar month to begin after separation from service. The amount of
any payments scheduled to be made during the deferral period shall be paid, with interest at the rate of six percent (6%) per annum,
compounded annually from the scheduled payment date to the end of the required deferral period, immediately following the end of
any required deferral period.



  


ARTICLE IV


 


ADMINISTRATION


 


 


4.01Duties of the Committee


 


The Committee shall have full responsibility for the
management, operation, interpretation and administration of the Plan in accordance with its terms, and shall have such authority
as is necessary or appropriate in carrying out its responsibilities. Actions taken by the Committee pursuant to this Section 4.01
shall be conclusive and binding upon the Association, Participants, former Participants, beneficiaries, and other interested parties.
All decisions, interpretations, and action made by the Committee shall at all times be consistent with the requirements for the
Qualified Retirement Plan if that plan could have provided the benefits described herein.


 


4.03Unfunded Character
of the Plan


 


The Plan shall be unfunded. Neither the Association
nor the Committee nor its individual members shall segregate or otherwise identify specific assets to be applied to the purposes
of the Plan, nor shall any of them be deemed to be a trustee of any amounts to be paid under the Plan. Any liability of the Association
to any person with respect to benefits payable under the Plan shall be based solely upon such contractual obligations, if any,
as shall be created by the Plan, and shall give rise only to a claim against the general assets of the Association. No such liability
shall be deemed to be secured by any pledge or any encumbrance on any specific property of the Association.


 


ARTICLE V


 


MISCELLANEOUS PROVISIONS


 


5.01Amendment and Termination


 


The Board shall
have the right to amend or terminate the Plan, in whole or part at its sole discretion, at any time. Benefits accrued under
the Plan as of the date of any amendment or termination shall not be reduced, and such benefits shall become nonforfeitable
to the same extent that such rights would be nonforfeitable if such benefits had been provided 


 



    	 



    	 



    



 


under the Qualified Retirement
Plan. If the Plan is terminated, the Association shall pay the accrued benefits provided by the Plan to each Participant. Any
termination of the Plan and related payment of benefits shall conform to the requirements of section 409A of the
Code.  


 


5.02Operation as Unfunded
Excess Benefits Plan


 


The Plan is intended be an unfunded, non-qualified
excess benefit plan as contemplated by Section 3(36) of ERISA for the purpose of providing benefits in excess of the limitations
imposed by Section 415 of the Internal Revenue Code. In addition, the Plan is intended to be a deferred compensation plan as contemplated
by Section 3(2) of ERISA for the purpose of providing benefits in excess of the limitations imposed by Section 401 (a)(17) of the
Internal Revenue Code. The Plan is not intended to comply with any other requirements of Section 401(a) of the Internal Revenue
Code The Plan shall be administered and construed so as to effectuate this intent.


 


5.03Internal Revenue Code
Section 409A Compliance


 


The Plan is intended to be a non-qualified deferred
compensation plan described in Section 409A of the Code. The Plan shall be operated, administered and construed to give effect
to such intent. In addition, the Plan shall be subject to amendment, with or without advance notice to Participants and other interested
parties, and on a prospective or retroactive basis, including but not limited to amendment in a manner that adversely affects the
rights of participants and other interested parties, to the extent necessary to effect such compliance.


 


ARTICLE IV


 


CESSATION OF BENEFIT ACCRUALS


 


Notwithstanding anything in the Plan to the contrary,
the accrual of benefits under the Plan shall cease on April 30, 2012. No person who is not a Participant on such date shall thereafter
become a Participant. The benefit payable under this Plan to each Participant shall be determined as a April 30, 2012, taking into
account all provisions of the Qualified Retirement Plan in effect as of such date, and shall not increase thereafter except that
(a) the benefit payable under this Plan may increase to the extent that the vested percentage of the Participant’s benefit
under the Qualified Plan increases after April 30, 2012 and/or (b) the benefit may increase if he or she he becomes eligible for
an early retirement benefit under the Qualified Retirement plan after April 30, 2012. This Article VI shall be construed, administered
and enforced with the intent that this Plan shall provide only those additional benefits that would be payable under the Qualified
Retirement Plan as of April 30, 2012, giving effect to the provisions of the Qualified Retirement Plan freezing benefits thereunder
effective as of April 30, 2012, if the ceilings on compensation and benefits under tax-qualified plans were not imposed.