Exhibit 10.4


 


	ASTORIA FINANCIAL CORPORATION	ASTORIA FEDERAL SAVINGS AND LOAN
	 	ASSOCIATION
	ONE ASTORIA FEDERAL PLAZA	ONE ASTORIA FEDERAL PLAZA
	LAKE SUCCESS, NEW YORK 11042-1085	LAKE SUCCESS, NEW YORK 11023-1085
	 	 
	 	March 23, 2012


 


HAND DELIVERED


 


Mr. Gary T. McCann


17 Shoreham Road


Massapequa, New York 11758


 


Re:Employment Agreements with Astoria Financial Corporation
and Astoria Federal


Savings and Loan Association


 


Dear Mr. McCann:


 


Reference is made to
(a) the Amended and Restated Employment Agreement made and entered into as of January 1, 2009 by and between Astoria Financial
Corporation (the “Company”) and you, as amended by Amendment No. 01 to Amended and Restated Employment Agreement made
and entered into by the Association and you as of April 21, 2010, and as further amended by that certain letter agreement made
and entered into by the Company and you dated December 27, 2011 (such Amended and Restated Employment Agreement, as further amended,
the “Company Agreement”) and (b) the Amended and Restated Employment Agreement made and entered into as of January
1, 2009 by and between Astoria Federal Savings and Loan Association (the “Association”) and you, as amended by Amendment
No. 01 to Amended and Restated Employment Agreement made and entered into by the Association and you as of April 21, 2010, and
as further amended by that certain letter agreement made and entered into by the Association and you dated December 27, 2011 (such
Amended and Restated Employment Agreement, as further amended, the “Association Agreement”). Capitalized terms used
but not defined herein shall have the meaning assigned to them in the Company Agreement and/or the Association Agreement, as applicable.


 


It is hereby agreed
as follows:


 


(a)The Company Agreement and the
Association Agreement shall be terminated effective as of the close of business on April 30, 2012 (the “Effective Date”),
and your status as an employee of the Company and the Association shall thereupon terminate; provided, however, that any provision
of the Company Agreement or the Association Agreement which by its terms contemplates performance after the termination of the
Company Agreement or the Association Agreement shall survive the termination thereof.


 


(b)On April 6, 2012 the Association
shall pay you (i) your earned but unpaid compensation, including accrued but unused vacation pay, through the March 30, 2012 and
(ii) the


 






    	 



    	 	



    
 


additional sum of $750,000.00, which is inclusive of any additional salary which would otherwise be due or become due
to you through the Effective Date, all subject to deductions for federal and state withholding taxes and any other lawful deductions.


 


(c)On January 2, 2013, the Association
shall pay to you the sum of $750,000.00. No deductions will be made from this payment, and you will be responsible for any federal
and state income taxes associated with this payment. The Association will provide you with an IRS Form 1099 following year end.


 


(d) The Association
will pay your portion of medical benefit premiums through the Effective Date. As of the Effective Date, you will apply for medical
benefits under the Association’s Post-retirement Medical Plan, and for a period of two years following the Effective Date
the Association shall pay that portion of the premiums which otherwise would have been payable by you under the terms of the plan.
You will be responsible for any federal and state income taxes imposed as the result of such payments by the Association on your
behalf. The Association will provide you with an IRS Form 1099 following each applicable year end.


 


(e) The
Association shall assign to you all of its rights, title and interest in and to the 2010 Lexus Model L460 four door Sedan, Vin
No. JTHCL5EFOA5004793, it being understood that you will be responsible for any income taxes as well as any sales or similar taxes
imposed as the result of said assignment.


 


(f) All
payments made and benefits provided to you by the Association under this letter Agreement shall also be applied to offset the
obligations of the Company hereunder, it being intended that this letter agreement sets forth the aggregate compensation and benefits
payable to you by the Company and the Association.


 





Very truly
yours,


 





	ASTORIA FINANCIAL CORPORATION	 	ASTORIA FEDERAL SAVINGS AND
	 	 	LOAN ASSOCIATION
	 	 	 
	 	 	 
	By /s/ Alan P. Eggleston 	 	By /s/ Alan P. Eggleston 
	Name:	Alan P. Eggleston	 	Name:	Alan P. Eggleston
	Title:	Senior Executive Vice President,
 Secretary and Chief Risk Officer	 	Title:	Senior Executive Vice President,
 Secretary and Chief Risk Officer







 


 





Acknowledged and Agreed:


 


 


/s/ Gary T. McCann


Gary T. McCann


 


 


Date: March 23, 2012