Unassociated Document


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	 	 
	 
      	 	
                                      AMENDMENT
      NO. 02

                                    
	
                                      Astoria Financial
      Corporation

                                    	 	 
      
	
                                      2007
      Non-Employee Directors Stock Plan

                                    	 	
                                      BOARD
      OF DIRECTORS

                                    
	 
      	 	
                                      APPROVAL
      DATE:     _____________________

                                    
	 
      	 	 
      
	
                                      (Adopted
      on March 23, 2007)

                                    	 	
                                      STOCKHOLDER

                                    
	
                                      AMENDMENT

                                    	 	
                                      APPROVAL
      DATE    _____________________

                                    
	 	 	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    1.           Article
II — Article II shall be amended by adding a new section 2.20 which shall
read in its entirety as follows:

    


     Section
2.4          Change
in Control of the Corporation means any of the following
events:

    


    (a)           consummation
of a transaction that would result in the reorganization, merger or
consolidation of Astoria Financial Corporation with one or more other persons,
other than a transaction following which:

    


    (i)           at
least 51% of the equity ownership interests of the entity resulting from such
transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) in substantially the same relative proportions by
persons who, immediately prior to such transaction, beneficially owned (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of
the outstanding equity ownership interests in Astoria Financial Corporation;
and

    


    (ii)           at
least 51% of the securities entitled to vote generally in the election of
directors of the entity resulting from such transaction are beneficially owned
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) in
substantially the same relative proportions by persons who, immediately prior to
such transaction, beneficially owned (within the meaning of Rule 13d-3
promulgated under the Exchange Act) at least 51% of the securities entitled to
vote generally in the election of directors of Astoria Financial
Corporation;

    


    (b)           the
acquisition of all or substantially all of the assets of Astoria Financial
Corporation or beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of the outstanding securities
of Astoria Financial Corporation entitled to vote generally in the election of
directors by any person or by any persons acting in concert;

    


    (c)           complete
liquidation or dissolution of Astoria Financial Corporation, or approval by the
stockholders of Astoria Financial Corporation of a plan for such liquidation or
dissolution;

     

    
      
        
        

      

      
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    (d)           the
occurrence of any event if, immediately following such event, at least 50% of
the members of the Board of Directors of Astoria Financial Corporation do not
belong to any of the following groups:

    


    (i)           individuals
who were members of the Board of Directors of Astoria Financial Corporation on
the date of this Agreement; or

    


    (ii)           individuals
who first became members of the Board of Directors of Astoria Financial
Corporation after the date of this Agreement either:

    


    (A)           upon
election to serve as a member of the Board of Directors of Astoria Financial
Corporation by affirmative vote of three-quarters of the members of such Board,
or of a nominating committee thereof, in office at the time of such first
election; or

    (B)           upon
election by the stockholders of Astoria Financial Corporation to serve as a
member of the Board of Directors of Astoria Financial Corporation, but only if
nominated for election by affirmative vote of three-quarters of the members of
the Board of Directors of Astoria Financial Corporation, or of a nominating
committee thereof, in office at the time of such first nomination;

    


    provided, however, that such
individual’s election or nomination did not result from an actual or threatened
election contest (within the meaning of Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened solicitation
of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) other than by or on behalf of the Board of
Directors of Astoria Financial Corporation; or

    


    (e)           any
event which would be described in section 2.4(a), (b), (c) or (d) if the term
“Association” was substituted for the term “Astoria Financial Corporation”
therein.

    


    In no
event, however, shall a Change in Control be deemed to have occurred as a result
of any acquisition of securities or assets of Astoria Financial Corporation, the
Association, or a subsidiary of either of them, by Astoria Financial
Corporation, the Association, or a subsidiary of either of them, or by any
employee benefit plan maintained by any of them. For purposes of this section
2.4, the term “person” shall have the meaning assigned to it under sections
13(d)(3) or 14(d)(2) of the Exchange Act.

     

    2.            Article
III — The heading of section 3.3 shall be amended to read in its entirety
as follows: “Insufficient Shares Available”.

     

    
      
        
        

      

      
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    3.           Article
VII — Section 7.10 shall be amended to read in its entirety as
follows:

    


    Section
7.10     Effect
of Grant Instrument.  To
the extent the vesting of Shares issued or issuable to an Eligible Director
hereunder in consideration for the performance of future services, the Eligible
Director’s performance of services for the Corporation after knowing such Shares
have been issued shall be deemed acceptance of a written contract for the
performance of such future service, in the form of the Grant Instrument, but
such future services shall not, in the absence of a determination to the
contrary by the Board of Directors of the Corporation at the time of issuance,
constitute all or a portion of the consideration for the issuance of such
Shares.  The Eligible Director’s services to the Corporation prior to
the date of issuance (including but not limited to a newly elected or appointed
Eligible Director’s acceptance of appointment or election) shall, in the absence
of a determination to the contrary by the Board of Directors of the Corporation
at the time of issuance, constitute full consideration for the issuance of the
Shares having a value equal to or greater than the par value of such
Shares.

     

    
      
        In
Witness Whereof, this Amendment has been signed by an officer of Astoria
Financial Corporation thereunto duly authorized.

      

    

    


    
      
        
          
            	 
      	
                    Astoria
      Financial Corporation

                  
	 
      	 
      	 
      
	 
      	
                    By

                  	 
      
	 
      	
                    Name:

                  	 
      
	 
      	
                    Title:

                  	 
      
	 
      	 
      	 
      
	
                    Date:

                  	 
      	 
      


          

        

      

    

     

    
      
        
        

      

      
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