Exhibit 10.1

                  ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION
                                       AND
                          ASTORIA FINANCIAL CORPORATION
                           DIRECTORS' RETIREMENT PLAN

EFFECTIVE JANUARY 1, 1990, AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005

1.      Directors eligible to participate ("Eligible Directors") in this
        Directors' Retirement Plan (the "Plan") shall only be those who retire
        from the latter of the Board of Directors of Astoria Federal Savings and
        Loan Association (the "Association") and Astoria Financial Corporation
        (the "Company") and are not or were not full-time employees of the
        Association or institutions merged with the Association prior to the
        formation of the Company, or of companies merged with or acquired by the
        Association or Company thereafter.

2.      The mandatory retirement age for members of the Board of Directors of
        the Association shall be as set forth in the Bylaws of the Association,
        as amended from time to time, as in effect on January 1, 1990 or, if
        later, the date on which the individual became an Eligible Director.

3.      The mandatory retirement age for members of the Board of Directors of
        the Company shall be as set forth in the Bylaws of the Company, as
        amended from time to time, as in effect on January 1, 2004 or, if later,
        the date on which the individual became an Eligible Director.

4.      For purposes of determining benefits (the "Monthly Benefits") under
        Paragraph 5 hereof the following definitions shall apply;

        (a)     Full Years of Service shall be the greater of years of service
                for the Board of Directors of the Association or the Company.
                Years of Service on the Board of Directors of an Acquired
                Company shall be recognized as Years of Service with the
                Association or the Company in the case of any Eligible Director
                who (i) served on the Board of Directors of an Acquired Company
                immediately prior to its acquisition by the Association or the
                Company and (ii) became a member of the Board of Directors of
                the Association or the Company immediately upon such
                acquisition. In the event of a Change of Control (as defined
                below), Years of Service shall be computed as if the Eligible
                Director's service had continued through May 31st of the
                calendar year in which the Eligible Director's current term
                would expire.

        (b)     Monthly Fee for any Eligible Director as of any date shall mean
                the aggregate of the following: (i) one-twelfth of the annual
                retainer(s) rate in effect for service as a director of the
                Boards of Directors of the Association and the Company, (ii)
                one-twelfth of the annual retainer in effect for service as
                chairman of a committee of the Boards of Directors of the
                Association and the Company of which such Eligible Director is
                chairman; and (iii) one-twelfth of the aggregate per-meeting
                fees (if any) actually paid to such Eligible Director for
                attendance at meetings of the Board of Directors of the
                Association and the Company and any committees thereof during
                the twelve consecutive calendar month period ending with the
                month that includes the date in question.

        (c)     Acquired Company shall mean Fidelity New York, F.S.B., The
                Greater New York Savings Bank, Long Island Bancorp, Inc, and
                The Long Island Savings Bank, FSB.

<PAGE>

5.      The Monthly Benefit to which an Eligible Director shall be entitled
        shall be based upon the following vesting schedule:

           Full Years
               of                Monthly Benefit, calculated by multiplying
             Service               the percentage below by the Monthly Fee
         --------------         --------------------------------------------
          Less than 10                               0%

               10                                    50%

               11                                    55%

               12                                    60%

               13                                    65%

               14                                    70%

               15                                    75%

               16                                    80%

               17                                    85%

               18                                    90%

               19                                    95%

           20 or more                               100%

        In the case of an Eligible Director who has received or is eligible to
        receive a benefit under another director retirement plan for service as
        a director of an Acquired Company, the Monthly Benefit payable under
        this Plan (when expressed as a single life annuity) shall be reduced by
        the monthly benefit paid or payable under such other plan (when
        expressed as a single life annuity payable at the same time as the
        Monthly Benefit is payable under this Plan).

        Except as provided below with respect to Monthly Benefits which become
        payable following a Change of Control (as defined below), the Monthly
        Benefit shall be paid as follows:

        (a)     Normal Retirement: Monthly Benefits shall be paid monthly
                commencing on the first day of the month following retirement
                upon reaching the later of the mandatory retirement ages set
                forth in the Bylaws of the Company and the Association as in
                effect on January 1, 2004 and January 1, 1990, respectively, or,
                if later, the date on which the individual became an Eligible
                Director.

                                       -2-
<PAGE>

        (b)     Early Retirement: Monthly Benefits shall be paid monthly
                commencing on the later of the first day of the month following
                retirement or the first day of the month following attainment of
                age 65. For purposes of the Plan and subject to Paragraph 11,
                Early Retirement shall include all manner and means by which an
                Eligible Director ceases to serve as a director of the Company
                and the Association, excluding only normal retirement, removal
                for cause or death.

6.      The Plan is intended to be an unfunded plan and the Monthly Benefits
        will be paid as due by the Association from its general assets.

7.      In the event that an Eligible Director's service on the Boards of
        Directors of the Company and the Association ceases as a result of such
        Eligible Director's disability, the Monthly Benefit to which such
        Eligible Director would otherwise have been entitled pursuant to the
        Plan may, at the discretion of the Board of Directors of the
        Association, be increased to an amount up to 100% of the Monthly Fee
        received by the Eligible Director and the timing of such payment shall
        be accelerated to the first day of the calendar month immediately
        following cessation of service due to disability. Disability for this
        purpose shall mean any medically determinable physical or mental
        impairment which can be expected to result in death or to last for a
        continuous period of at least twelve (12) months and as a result of
        which either: (a) the Eligible Director is unable to engage in any
        substantial gainful activity or (b) the Eligible Director has been
        receiving income replacement benefits for a period of at least three (3)
        months under an accident and health plan covering employees of the
        Eligible Director's employer, as determined by the Board of Directors of
        the Association in accordance with section 409A of the Internal Revenue
        Code of 1986, as amended (the "Code") and the regulations thereunder.

8.      All benefits payable to an Eligible Director pursuant to the Plan shall
        terminate with the monthly payment made for the month that includes the
        date of death of the Eligible Director, unless the Eligible Director
        elects that benefits be paid in one of the following optional forms:

        (a)     a single lump sum payment

        (b)     fixed monthly installments for 120 months

        (c)     a joint and 100% survivor annuity

        An election of an optional form of payment shall be in writing in the
        form and manner determined by the Board of Directors of the Association
        and must be made prior to the later of (i) commencement of participation
        in the Plan and (ii) January 1, 2006. An Eligible Director who is also
        entitled to a benefit under another plan for service as a director of
        The Long Island Savings Bank, FSB or Long Island Bancorp, Inc. shall be
        deemed to have elected fixed monthly installments for 120 months. An
        Eligible Director who is also entitled to a benefit under another plan
        for service as a director of The Greater New York Savings Bank shall be
        deemed to have elected a joint and 100% survivor annuity form of payment
        with his spouse as his contingent annuitant. The amount of any optional
        form of payment shall be determined by, and on the basis of, reasonable
        interest rate and mortality assumptions prescribed by an enrolled
        actuary selected by the Board of Directors of the Association such that
        the actuarial present value of the payments made under the optional form
        of payment are equivalent to the actuarial present value of the payments
        that would be made in the form of a single life annuity.

                                      -3-
<PAGE>

        Where an Eligible Director elects a form of payment with a guaranteed
        minimum number of payments, the Eligible Director may designate a
        beneficiary or beneficiaries for any payments remaining to be made at
        the time of his death by filing a written notice with the Corporate
        Secretary prior to the Eligible Director's death, in such form and
        manner as the Corporate Secretary may prescribe. An Eligible Director
        who has designated a beneficiary or beneficiaries may change or revoke
        such designation prior to the Eligible Director's death by means of a
        similar written instrument. Where an Eligible Director elects a joint
        and survivor annuity form of payment, the Eligible Director may
        designate a contingent annuitant by filing a written notice with the
        Corporate Secretary prior to the Eligible Director's death, in such form
        and manner as the Corporate Secretary may prescribe. An Eligible
        Director who has designated a contingent annuitant may change or revoke
        such designation prior to the commencement of payments or the Eligible
        Director's death (whichever is earlier) by means of a similar written
        instrument. If no beneficiary shall have been designated or if any such
        designation shall be ineffective, or in the event that no designated
        beneficiary survives the Eligible Director, payments due to a
        beneficiary shall be paid in a single lump sum to the Eligible
        Director's personal representative, or if no personal representative is
        appointed within six (6) months after the Eligible Director's death or
        such longer period as the Board of Directors of the Association deems
        reasonable in its discretion, to his surviving spouse, or if he has no
        surviving spouse, to his then living descendants, per stirpes. If any
        Eligible Director and any one or more of his designated beneficiary(ies)
        shall die in circumstances that leave substantial doubt as to who shall
        have been the first to die, the Eligible Director shall be deemed to
        have survived the deceased Beneficiary(ies). The presence of substantial
        doubt for such purposes shall be determined by the Board of Directors of
        the Association in its sole and absolute discretion. If the Eligible
        Director's designated contingent annuitant does not survive him, then no
        survivor benefit shall be paid under a joint and survivor annuity form
        of payment.

9.      (a)     A Change of Control means, with respect to an Eligible
                Director: (a) a change in ownership of the Eligible Director's
                Service Recipient; (b) a change in effective control of the
                Eligible Director's Service Recipient; or (c) a change in the
                ownership of a substantial portion of the assets of the Eligible
                Director's Service Recipient. Service Recipient means with
                respect to an Eligible Director on any date: (i) the corporation
                for which the Eligible Director is performing services on such
                date; (ii) all corporations that are liable to the Eligible
                Director for the benefits due to him under the Plan; (iii) a
                corporation that is a majority shareholder of a corporation
                described in section (i) or (ii) above; or (iv) any corporation
                in a chain of corporations each of which is a majority
                shareholder of another corporation in the chain, ending in a
                corporation described in section (i) or (ii) above. The
                existence of a Change of Control shall be determined by the
                compensation committee of the Board of Directors of the Company
                (the "Committee") in accordance with section 409A of the Code
                and the regulations thereunder.

                                      -4-
<PAGE>

        (b)     In the event of a Change of Control, the Association shall pay:

                (i)     To the Eligible Director, not later than thirty (30)
                        days following the Change of Control or upon the
                        Eligible Director's termination of service as a director
                        of the Company and the Association, whichever is later,
                        a lump sum payment equal to the present value of the
                        Monthly Benefits to which such Eligible Director is then
                        entitled under the Plan, where such present value is
                        determined using the mortality tables prescribed under
                        section 415(b)(2)(E)(v) of the Code and a discount rate,
                        compounded monthly, equal to the annualized rate of
                        interest prescribed by the Pension Benefit Guaranty
                        Corporation for the valuation of immediate annuities
                        payable under terminating single-employer defined
                        benefit plans (or, if no such rate is prescribed, the
                        rate prescribed under section 417(e)(3) of the Code) for
                        the month in which the Eligible Director's termination
                        of service as a director occurs; or

                (ii)    If elected by the Eligible Director in writing prior to
                        the date of commencement of participation in the Plan
                        or, if later, January 1, 2006, to a trust fund to be
                        established for the benefit of the Eligible Director at
                        the time of the Change of Control, with a trustee
                        selected by the Eligible Director, an amount actuarially
                        determined to be sufficient to pay to the Eligible
                        Director the Monthly Benefit provided pursuant to the
                        Plan as such benefit would be payable to the Eligible
                        Director under the terms of the Plan but for the Change
                        of Control.

                To the extent of any payment under Paragraph 9(b)(i), the
                Association shall have no further liability with respect to the
                payment of benefits to the Eligible Director under the Plan. The
                Association shall continue to be liable for the payment of
                benefits under the Plan to the extent of any shortfall in the
                funds held in trust for the payment of benefits pursuant to
                Paragraph 9(b)(ii). To the extent that upon the conclusion of
                the payment from the trust of all benefits due to an Eligible
                Director under the Plan there is an excess in the funds held in
                trust for the benefit of the Eligible Director, such excess
                shall be returned to the Association.

        (c)     The Association shall pay all taxes, trustee's fees and other
                administrative charges or expenses associated with the
                establishment or continuance of such trust fund.

10.     (a)     Whenever appropriate in the Plan, words used in the singular
                may be read in the plural, words in the plural may be read in
                the singular, and words importing the masculine gender shall be
                deemed equally to refer to the feminine or the neuter. Any
                reference to a Paragraph shall be to a Paragraph of the Plan,
                unless otherwise indicated.

                                      -5-
<PAGE>

        (b)     The right to receive a benefit under the Plan shall not be
                subject in any manner to anticipation, alienation or assignment,
                nor shall rights be liable for or subject to debts, contracts
                liabilities or torts. This Plan shall be binding upon the
                Association and its successors and assigns, including any
                successor by merger or consolidation or a statutory receiver or
                other person or firm or corporation to which all or
                substantially all of the assets and business of the Association
                may be sold or otherwise transferred.

        (c)     The Association shall indemnify, hold harmless and defend its
                Eligible Directors against their reasonable costs, including
                legal fees, incurred by them or arising out of any action, suit
                or proceeding in which they may be involved, as a result of
                their efforts, in good faith, to defend or enforce terms of the
                Plan.

        (d)     A determination that any provision of the Plan is invalid or
                unenforceable shall not effect the validity or enforceability of
                any other provision hereof.

        (e)     Failure to insist upon strict compliance with any terms,
                covenants or conditions of the Plan shall not be deemed a waiver
                of such term, covenant or condition. A waiver of any provision
                of the Plan must be in writing, designated as a waiver, and
                signed by the party against whom enforcement is sought. Any
                waiver or relinquishment of any right or power hereunder at any
                one or more times shall not be deemed a waiver or relinquishment
                of such right or power at any other time or times.

        (f)     The Plan shall be construed, administered and enforced according
                to the laws of the State of New York without giving effect to
                the conflict of laws principles thereof, except to the extent
                that such laws are preempted by federal law. The federal and
                state courts having jurisdiction in Nassau, Suffolk and New York
                Counties, New York shall have exclusive jurisdiction over any
                claim, action, complaint or lawsuit brought under the terms of
                the Plan or in any way relating to the rights or obligations of
                any person under, or the acts or omissions of the Board of
                Directors of the Company and/or the Association or any duly
                authorized person acting in their behalf in relation to, the
                Plan. By accepting participation in this Plan, the Eligible
                Director, for himself and any other person claiming any rights
                under the Plan through him, agrees to submit himself, and any
                such legal action described herein that he shall bring, to the
                sole jurisdiction of such courts for the adjudication and
                resolution of such disputes. The filing of any action, suit or
                proceeding in any other jurisdiction shall result in a
                forfeiture of all benefits due under the Plan to or in respect
                of the person making such filing.

        (g)     The Association shall have the right to retain a sufficient
                portion of any payment made under the Plan to cover the amount
                required to be withheld pursuant to any applicable federal,
                state and local tax law.

                                      -6-
<PAGE>

        (h)     Nothing in this Plan shall be held or construed to establish any
                deposit account for any Eligible Director or any deposit
                liability on the part of the Association. An Eligible Directors'
                rights hereunder shall be equivalent to those of a general
                unsecured creditor.

        (i)     The Plan may be amended or terminated at any time by resolution
                of the Board of Directors of the Company and the Board of
                Directors of the Association. If the Plan is terminated, no
                further benefits shall be earned, but benefits earned through
                the termination date will continue to be paid at the times and
                in the manner provided under the Plan.

        (j)     The Plan shall be administered by the Committee. The Committee
                shall have the exclusive right to interpret the Plan and to
                decide any matters arising in connection with the administration
                and operation of the Plan and to take all other necessary and
                proper actions to fulfill its duties as administrator. Any
                action taken or omitted by the Committee with respect to the
                Plan, including any decision, interpretation, claim denial or
                review on appeal, shall be conclusive and binding on the
                Company, the Association and Eligible Directors.

                The Committee shall not be liable for any actions by it under
                the Plan, unless due to its own negligence, willful misconduct
                or lack of good faith. The Committee shall be indemnified and
                held harmless by the Company and/or the Association from and
                against all personal liability to which it may be subject by
                reason of any act done or omitted to be done in its official
                capacity as administrator in good faith in the administration of
                the Plan, including all expenses reasonably incurred in its
                defense in the event the Company and/or the Association fails to
                provide such defense upon the request of the Committee. The
                Committee is relieved of all responsibility in connection with
                its duties hereunder to the fullest extent permitted by law,
                short of breach of duty.

11.     Notwithstanding anything herein contained to the contrary, any payments
        or benefits provided to an Eligible Director pursuant to this Plan by
        the Association are subject to and conditioned upon compliance with
        Section 18K of the Federal Deposit Insurance Act, 12 U.S.C. Section
        1825(k), and any regulations promulgated thereunder.

12.     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 Eligible Directors 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 Eligible Directors and other
        interested parties, to the extent necessary to effect such compliance.

                                      -7-
<PAGE>

Dated: December 21, 2005                     ASTORIA FEDERAL SAVINGS AND
                                             LOAN ASSOCIATION

                                             By:  George L. Engelke, Jr.
                                                  ------------------------------
                                                  George L. Engelke, Jr.
                                                  President and Chief Executive
                                                  Officer

Dated: December 21, 2005                     ASTORIA FINANCIAL CORPORATION

                                             By:  George L. Engelke, Jr.
                                                  ------------------------------
                                                  George L. Engelke, Jr.
                                                  President and Chief Executive
                                                  Officer

                                       -8-