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EXHIBIT 10.29

                          ASTORIA FINANCIAL CORPORATION
                              AMENDED AND RESTATED
                   EMPLOYMENT AGREEMENT WITH EXECUTIVE OFFICER


         This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is
made and entered into as of January 1, 2000 by and between ASTORIA FINANCIAL
CORPORATION, a business corporation organized and operating under the laws of
the State of Delaware and having an office at One Astoria Federal Plaza, Lake
Success, New York 11042-1085 (the "Company"), and WILLIAM K. SHEERIN, an
individual residing at 74 Hunt Drive, Jericho, New York 11753 (the "Executive").

                                   WITNESSETH:

         WHEREAS, the Executive currently serves the Company in the capacity of
Executive Vice President and Secretary and as Executive Vice President and
Secretary of its wholly owned subsidiary, ASTORIA FEDERAL SAVINGS AND LOAN
ASSOCIATION (the "Association"); and

         WHEREAS, the Executive currently has an Employment Agreement with the
Company dated January 1, 1996 which the Executive and the Company wish to amend
and modify; and

         WHEREAS, the Company desires to assure for itself the continued
availability of the Executive's services and the ability of the Executive to
perform such services with a minimum of personal distraction in the event of a
pending or threatened Change of Control (as hereinafter defined); and

         WHEREAS, the Executive is willing to continue to serve the Company on
the terms and conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions hereinafter set forth, the Company and the Executive
hereby amend and restate in its entirety the Employment Agreement by and between
the Company and the Executive dated as of January 1, 1996 so as to provide as
follows from and after the date hereof:

         Section 1.        Employment.

         The Company agrees to continue to employ the Executive, and the
Executive hereby agrees to such continued employment, during the period and upon
the terms and conditions set forth in this Agreement.

         Section 2.        Employment Period; Remaining Unexpired Employment
                           Period.





         (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").


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                  The Employment Period shall be for an initial term of three
                  years beginning on the date of this Agreement and ending on
                  the day before the third anniversary date of this Agreement,
                  plus such extensions, if any, as are provided by the Board of
                  Directors of the Company (the "Board") pursuant to Section
                  2(b).

         (b)      Beginning on the date of this Agreement, the Employment Period
                  shall automatically be extended for one (1) additional day
                  each day, unless either the Company or the Executive elects
                  not to extend the Agreement further by giving written notice
                  to the other party, in which case the Employment Period shall
                  end on the day before the third anniversary of the date on
                  which such written notice is given. 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:

                  (i)      if a notice of non-extension has been given in
                           accordance with this Section 2(b), the day before the
                           third anniversary of the date on which such notice is
                           given; and

                  (ii)     in all other cases, the day before the third
                           anniversary of the date as of which the Remaining
                           Unexpired Employment Period is being determined.

                           Upon termination of the Executive's employment with
                  the Company for any reason whatsoever, any daily extensions
                  provided pursuant to this Section 2(b), if not previously
                  discontinued, shall automatically cease.

         (c)      Nothing in this Agreement shall be deemed to prohibit the
                  Company from terminating the Executive's employment at any
                  time during the Employment Period with or without notice for
                  any reason; provided, however, that the relative rights and
                  obligations of the Company and the Executive in the event of
                  any such termination shall be determined pursuant to this
                  Agreement.

         Section 3.        Duties.

         The Executive shall serve as Executive Vice President and Secretary of
the Company, having such power, authority and responsibility and performing such
duties as are prescribed by or pursuant to the By-Laws of the Company and as are
customarily associated with such position. The Executive shall devote his or her
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 Company, its affiliates and subsidiaries and shall
use his or her best efforts to advance the interests of the Company.

         Section 4.        Cash Compensation.

         In consideration for the services to be rendered by the Executive
hereunder, the Company


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shall pay to him or her a salary at an initial annual rate of TWO HUNDRED THIRTY
THOUSAND DOLLARS ($230,000), payable in approximately equal installments in
accordance with the Company'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 Company for services
hereunder at such times, in such amounts and on such terms and conditions as the
Board may determine from time to time.

         Section 5.        Employee Benefit Plans and Programs.

         During the Employment Period, the Executive shall be treated as an
employee of the Company and shall be entitled to participate in and receive
benefits under any and all qualified or non-qualified retirement, pension,
savings, profit-sharing or stock bonus plans, any and all group life, health
(including hospitalization, medical and major medical), dental, accident and
long term disability insurance plans, and any other employee benefit and
compensation plans (including, but not limited to, any incentive compensation
plans or programs, stock option and appreciation rights plans and restricted
stock plans) as may from time to time be maintained by, or cover employees of,
the Company, in accordance with the terms and conditions of such employee
benefit plans and programs and compensation plans and programs and consistent
with the Company's customary practices.

         Section 6.        Indemnification and Insurance.

         (a)      During the Employment Period and for a period of six (6) years
                  thereafter, the Company shall cause the Executive to be
                  covered by and named as an insured under any policy or
                  contract of insurance obtained by it to insure its directors
                  and officers against personal liability for acts or omissions
                  in connection with service as an officer or director of the
                  Company or service in other capacities at the request of the
                  Company. The coverage provided to the Executive pursuant to
                  this Section 6 shall be of the same scope and on the same
                  terms and conditions as the coverage (if any) provided to
                  other officers or directors of the Company.

         (b)      To the maximum extent permitted under applicable law, during
                  the Employment Period and for a period of six (6) years
                  thereafter, the Company shall indemnify the Executive against,
                  and hold him or her harmless from, any costs, liabilities,
                  losses and exposures to the fullest extent and on the most
                  favorable terms and conditions that similar indemnification is
                  offered to any director or officer of the Company or any
                  subsidiary or affiliate thereof.

         Section 7.        Other Activities.

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         (a)      The Executive may serve as a member of the boards of directors
                  of such business, community and charitable organizations as he
                  or she may disclose to and as may be approved by the Board
                  (which approval shall not be unreasonably withheld); provided,
                  however, that such service shall not materially interfere with
                  the performance of his or her duties under this Agreement. The
                  Executive may also engage in personal business and investment
                  activities which do not materially interfere with the
                  performance of his or her duties hereunder; provided, however,
                  that such activities are not prohibited under any code of
                  conduct or investment or securities trading policy established
                  by the Company and generally applicable to all similarly
                  situated executives.

         (b)      The Executive may also serve as an officer or director of the
                  Association on such terms and conditions as the Company and
                  the Association may mutually agree upon, and such service
                  shall not be deemed to materially interfere with the
                  Executive's performance of his or her duties hereunder or
                  otherwise result in a material breach of this Agreement. If
                  the Executive is discharged or suspended, or is subject to any
                  regulatory prohibition or restriction with respect to
                  participation in the affairs of the Association, he or she
                  shall (subject to the Company's powers of termination
                  hereunder) continue to perform services for the Company in
                  accordance with this Agreement but shall not directly or
                  indirectly provide services to or participate in the affairs
                  of the Association in a manner inconsistent with the terms of
                  such discharge or suspension or any applicable regulatory
                  order.

         Section 8.        Working Facilities and Expenses.

         The Executive's principal place of employment shall be at the Company's
executive offices at the address first above written, or at such other location
within Queens County or Nassau County, New York at which the Company shall
maintain its principal executive offices, or at such other location as the
Company and the Executive may mutually agree upon. The Company shall provide the
Executive at his or her principal place of employment with a private office,
secretarial services and other support services and facilities suitable to his
or her position with the Company and necessary or appropriate in connection with
the performance of his or her assigned duties under this Agreement. The Company
shall provide to the Executive for his or her exclusive use an automobile owned
or leased by the Company and appropriate to his or her position, to be used in
the performance of his or her duties hereunder, including commuting to and from
his or her personal residence. The Company shall reimburse the Executive for his
or her ordinary and necessary business expenses, including, without limitation,
all expenses associated with his or her business use of the aforementioned
automobile, fees for memberships in such clubs and organizations as the
Executive and the Company shall mutually agree are necessary and appropriate for
business purposes, and his or her travel and entertainment expenses incurred in
connection with the performance of his or her duties under this Agreement, in
each case upon presentation to the Company of an itemized account of such
expenses in such form as the Company may reasonably require.



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         Section 9.        Termination of Employment with Severance Benefits.

         (a)      The Executive shall be entitled to the severance benefits
                  described herein in the event that his or her employment with
                  the Company terminates during the Employment Period under any
                  of the following circumstances:

                  (i)      the Executive's voluntary resignation from employment
                           with the Company within six (6) months following:

                           (A)      the failure of the Board to appoint or
                                    re-appoint or elect or re-elect the
                                    Executive to the office of Executive Vice
                                    President and Secretary (or a more senior
                                    office) of the Company;

                           (B)      if the Executive is or becomes a member of
                                    the Board, the failure of the stockholders
                                    of the Company to elect or re-elect the
                                    Executive to the Board or the failure of the
                                    Board (or the nominating committee thereof)
                                    to nominate the Executive for such election
                                    or re-election;

                           (C)      the expiration of a thirty (30) day period
                                    following the date on which the Executive
                                    gives written notice to the Company of its
                                    material failure, whether by amendment of
                                    the Company's Certificate of Incorporation
                                    or By-laws, action of the Board or the
                                    Company'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 Company cures such failure in a manner
                                    determined by the Executive, in his or her
                                    discretion, to be satisfactory;

                           (D)      the expiration of a thirty (30) day period
                                    following the date on which the Executive
                                    gives written notice to the Company 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 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 or her total
                                    compensation package), unless, during such
                                    thirty (30) day period, the Company cures
                                    such failure in a manner determined by the
                                    Executive, in his or her discretion, to be
                                    satisfactory; or

                           (E)      the relocation of the Executive's principal
                                    place of employment, without his or her
                                    written consent, to a location outside of
                                    Nassau


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                                    County and Queens County, New York;

                  (ii)     the termination of the Executive's employment with
                           the Company for any other reason not described in
                           Section 10(a).

                  In such event, the Company shall provide the benefits and pay
                  to the Executive the amounts described in Section 9(b).

         (b)      Upon the termination of the Executive's employment with the
                  Company under circumstances described in Section 9(a) of this
                  Agreement, the Company shall pay and provide to the Executive
                  (or, in the event of the Executive's death following the
                  Executive's termination of employment, to his or her estate):

                  (i)      his or her earned but unpaid compensation (including,
                           without limitation, all items which constitute wages
                           under Section 190.1 of the New York Labor Law and the
                           payment of which is not otherwise provided for under
                           this Section 9(b)) as of the date of the termination
                           of his or her employment with the Company, such
                           payment to be made at the time and in the manner
                           prescribed by law applicable to the payment of wages
                           but in any event not later than thirty (30) days
                           after termination of employment;

                  (ii)     the benefits, if any, to which he or she is entitled
                           as a former employee under the employee benefit plans
                           and programs and compensation plans and programs
                           maintained for the benefit of the Company's officers
                           and employees;

                  (iii)    continued group life, health (including
                           hospitalization, medical and major medical), dental,
                           accident and long term disability insurance benefits,
                           in addition to that provided pursuant to Section
                           9(b)(ii), and after taking into account the coverage
                           provided by any subsequent employer, if and to the
                           extent necessary to provide for the Executive, for
                           the Remaining Unexpired Employment Period, coverage
                           (including any co-payments and deductibles, but
                           excluding any premium sharing arrangements, it being
                           the intention of the parties to this Agreement that
                           the premiums for such insurance benefits shall be the
                           sole cost and expense of the Company) equivalent to
                           the coverage to which he or she would have been
                           entitled under such plans (as in effect on the date
                           of his or her termination of employment, or, if his
                           or her termination of employment occurs after a
                           Change of Control, on the date of such Change of
                           Control, whichever benefits are greater), if he or
                           she had continued working for the Company during the
                           Remaining Unexpired Employment Period at the highest
                           annual rate of salary or compensation, as applicable,
                           achieved during that portion of the Employment Period
                           which is prior to the Executive's termination of
                           employment with the Company;

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                  (iv)     within thirty (30) days following the Executive's
                           termination of employment with the Company, a lump
                           sum payment in an amount representing an estimate of
                           the salary that the Executive would have earned if he
                           or she had continued working for the Company during
                           the Remaining Unexpired Employment Period at the
                           highest annual rate of salary achieved during that
                           portion of the Employment Period which is prior to
                           the Executive's termination of employment with the
                           Company (the "Salary Severance Payment"). The Salary
                           Severance Payment shall be computed using the
                           following formula:

                                    SSP       =      BS x NY

                           where:

                           "SSP" is the amount of the Salary Severance Payment,
                           before the deduction of applicable federal, state and
                           local withholding taxes;

                           "BS" is the highest annual rate of salary achieved
                           during that portion of the Employment Period which is
                           prior to the Executive's termination of employment
                           with the Company;

                           "NY" is the Remaining Unexpired Employment Period
                           expressed as a number of years (rounded, if such
                           period is not a whole number, to the next highest
                           whole number).

                           The Salary Severance Payment shall be paid in lieu of
                           all other payments of salary provided for under this
                           Agreement in respect of the period following any such
                           termination.

                  (v)      within thirty (30) days following the Executive's
                           termination of employment with the Company, a lump
                           sum payment (the "DB Severance Payment") in an amount
                           equal to the excess, if any, of:

                           (A)      the present value of the aggregate benefits
                                    to which he or she would be entitled under
                                    any and all qualified and non-qualified
                                    defined benefit pension plans maintained by,
                                    or covering employees of, the Company, if he
                                    or she were 100% vested thereunder and had
                                    continued working for the Company during the
                                    Remaining Unexpired Employment Period, such
                                    benefits to be determined as of the date of
                                    termination of employment by adding to the
                                    service actually recognized under such plans
                                    an additional period equal to the Remaining
                                    Unexpired Employment Period and by adding to
                                    the compensation recognized under such plans
                                    for the most recent year


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                                    recognized all amounts payable pursuant to
                                    Sections 9(b)(i), (iv), (vii), (viii) and
                                    (ix) of this Agreement; over

                           (B)      the present value of the benefits to which
                                    he or she is actually entitled under such
                                    defined benefit pension plans as of the date
                                    of his or her termination;

                           The DB Severance Payment shall be computed using the
                           following formula:

                                    DBSP       =     SEVLS - LS

                           where:

                           "DBSP" is the amount of the DB Severance Payment,
                           before the deduction of applicable federal, state and
                           local withholding taxes;

                           "SEVLS" is the sum of the present value of the
                           defined benefit pension benefits that have been or
                           would be accrued by the Executive under all qualified
                           and non-qualified defined benefit pension plans of
                           which the Company or any of its affiliates or
                           subsidiaries are a sponsor and in which the Executive
                           is or, but for the completion of any service
                           requirement that would have been completed during the
                           Remaining Unexpired Employment Period, would be a
                           participant utilizing the following assumptions:

                           (I)      the executive is 100% vested in the plans
                                    regardless of actual service,

                           (II)     the benefit to be valued shall be a single
                                    life annuity with monthly payments due on
                                    the first day of each month and with a
                                    guaranteed payout of not less than 120
                                    monthly payments,

                           (III)    the calculation shall be made utilizing the
                                    same mortality table and interest rate as
                                    would be utilized by the plan on the date of
                                    termination as if the calculation were being
                                    made pursuant to Section 417(e)(3)(A)(ii) of
                                    the Internal Revenue Code, as amended, (the
                                    "Code");

                           (IV)     for purpose of calculating the Executive's
                                    monthly or annual benefit under the defined
                                    benefit plans, additional service equal to
                                    the Remaining Unexpired Employment Period
                                    (rounded up to the next whole year if such
                                    period is not a whole number when expressed
                                    in years) shall be added to the


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                           Executive's actual service to calculate the amount of
                           the benefit; and

                  (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);
                           (2)      the Salary Severance Payment;
                           (3)      the Bonus Severance Payment;
                           (4)      the Option Surrender Payment; and
                           (5)      the RRP Surrender Payment.

         "LS" is the sum of the present value of the defined benefit pension
         benefits that are vested benefits actually accrued by the Executive
         under all qualified and non-qualified defined benefit pension plans
         maintained by, or covering employees of, the Company or any of its
         affiliates or subsidiaries in which the Executive is or, but for the
         completion of any service requirement, would be a participant utilizing
         the following assumptions:

                  (I)      the benefit to be valued shall be a single life
                           annuity with monthly payments due on the first day of
                           each month and with a guaranteed payout of not less
                           than 120 monthly payments, and

                  (II)     the calculation shall be made utilizing the same
                           mortality table and interest rate as would be
                           utilized by the plan on the date of termination as if
                           the calculation were being made pursuant to Section
                           417(e)(3)(A)(ii) of the Code;

(vi)     within thirty (30) days following the Executive's termination of
         employment with the Company, a lump sum payment (the "Defined
         Contribution Severance Payment") equal to the sum of:

         (A)      an estimate of the additional employer contributions to which
                  he or she would have been entitled under any and all qualified
                  and non-qualified defined contribution pension plans,
                  excluding the employee stock ownership plans, maintained by,
                  or covering employees of, the Company or any of its affiliates
                  or subsidiaries as if he or she were 100% vested thereunder
                  and had continued working for the Company during the Remaining
                  Unexpired Employment Period (the "401K Severance Payment");
                  and

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         (B)      an estimate of the value of the additional assets which would
                  have been allocable to him or her through debt service or
                  otherwise under any and all qualified and non-qualified
                  employee stock ownership plans, maintained by, or covering
                  employees of, the Company or any of its affiliates or
                  subsidiaries as if he or she were 100% vested thereunder and
                  had continued working for the Company during the Remaining
                  Unexpired Employment Period, based on the fair market value of
                  such assets at termination of employment (the "ESOP Severance
                  Payment").

         The Defined Contribution Severance Payment shall be calculated as
         follows:

                             DCSP        =    401KSP  +  ESOPSP

         where:

         "DCSP" is the amount of the Defined Contribution Severance Payment,
         before the deduction of applicable federal, state and local withholding
         taxes;

         "401KSP" is the amount of the 401K Severance Payment, before the
         deduction of applicable federal, state and local withholding taxes; and

         "ESOPSP" is the amount of the ESOP Severance Payment, before the
         deduction of applicable federal, state and local withholding taxes.

         The 401KSP shall be calculated as follows:

                             401KSP  =        (401KC x NY) + UVB

         where

         "401KC" is the sum of the Company Contributions as defined in the
         Association's Incentive Savings Plan or, if made under another defined
         contribution pension plan other than an employee stock ownership plan,
         the comparable contribution made for the benefit of the Executive
         during the one year period which shall end on the date of his or her
         termination of his or her employment with the Company;

         "NY" is the Remaining Unexpired Employment Period expressed as a number
         of years (rounded, if such period is not a whole number, to the next
         highest whole number); and

         "UVB" is the actual balance credited to the Executive's account under
         the


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         applicable plan at the date of his or her termination of employment
         that is not vested and does not become vested as a consequence of such
         termination of employment.

         The ESOPSP shall be calculated as follows:

                     ESOPSP  =        (((ALL x FMV) + C) x NY) + UVB

         where:

         "ALL" is the sum of the number of shares of the Company's common stock
         or, if applicable, phantom shares of such stock by whatever term it is
         described allocated to the Executive's accounts under all qualified and
         non-qualified employee stock ownership plans maintained by the Company
         or any of its affiliates or subsidiaries during or for the last
         complete plan year in which the Executive participated in such plans
         and received such an allocation whether the allocation occurred as a
         result of contributions made by the Company, the payment by the Company
         or any of its affiliates or subsidiaries of any loan payments under a
         leveraged employee stock ownership plan, the allocation of forfeitures
         under the terms of such plan or as a result of the use of cash or
         earnings allocated to the Executive's account during such plan year to
         make loan payments that result in share allocations, provided however,
         that excluded shall be any shares or phantom shares allocated to the
         Executive's account under any qualified and non-qualified employee
         stock ownership plans maintained by the Company or any of its
         affiliates or subsidiaries solely as a result of the termination of
         such plans, provided further, that if the shares allocated are not
         shares of the Association's common stock or phantom shares of such
         stock than shares of whatever securities are so allocated shall be
         utilized, and provided further, that in the event that there shall be
         any shares or phantom shares allocated during the then current plan
         year or the last complete plan year to the Executive's account under
         any qualified and non-qualified employee stock ownership plans
         maintained by the Association or any of its affiliates or subsidiaries
         solely as a result of the termination of such plans, the ALL shall be
         reduced (but not to an amount less than zero (0)) by an amount
         calculated by multiplying the number of shares or phantom shares
         allocated to the Executive's account solely as a result of the
         termination of such plans times the FMV utilized to calculate the
         ESOPSP;

         "C" is the sum of all cash allocated to the Executive's accounts under
         all qualified and non-qualified employee stock ownership plans
         maintained by the Company during or for the last complete plan year in
         which the Executive participated in such plans whether the allocation
         occurred as a result of


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         contributions made by the Company, the payment by the Company or the
         Association of any loan payments under a leveraged employee stock
         ownership plan or the allocation of forfeitures under the terms of such
         plan during such plan year;

         "FMV" is the closing price of the Company's common stock on The Nasdaq
         Stock Market or on whatever other stock exchange or market such stock
         is publicly traded on the date the Executive's employment terminates
         or, if such day is not a day on which such securities are traded, on
         the most recent preceding trading day on which a trade occurs, provided
         however that if the security allocated to the Executive's account
         during the last completed plan year is other than the Company's common
         stock the closing price of such other security on the date the
         Executive's employment terminates shall be utilized.

         "NY" is the Remaining Unexpired Employment Period expressed as a number
         of years (rounded, if such period is not a whole number, to the next
         highest whole number); and

         "UVB" is the actual balance credited to the Executive's account under
         the applicable plan at the date of his or her termination of employment
         that is not vested and does not become vested as a consequence of such
         termination of employment.

(vii)    within thirty (30) days following the Executive's termination of
         employment with the Company, the Company shall make a lump sum payment
         to the Executive in an amount equal to the estimated potential annual
         bonuses or incentive compensation that the Executive could have earned
         if the Executive had continued working for the Company during the
         Unexpired Employment Period at the highest annual rate of salary
         achieved during that portion of the Employment Period which is prior to
         the Executive's termination of employment with the Company (the "Bonus
         Severance Payment"). The Bonus Severance Payment shall be computed
         using the following formula:

                             BSP       =      ( BS x TIO x AP x NY)

         where:

         "BSP" is the amount of the Bonus Severance Payment, before the
         deduction of applicable federal, state and local withholding taxes;

         "BS" is the highest annual rate of salary achieved during that portion
         of the Employment Period which is prior to the Executive's termination
         of


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         employment with the Company;

         "TIO" is the highest 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 during that portion
         of the Employment Period which is prior to the Executive's termination
         of employment with the Company;

         "AP" is the highest award percentage available to the Executive with
         respect to the financial performance of the Company (expressed as a
         percentage of the TIO) established by the Compensation Committee of the
         Board for the Executive pursuant to the Astoria Financial Corporation
         Executive Officer Annual Incentive Plan during the period during that
         portion of the Employment Period which is prior to the Executive's
         termination of employment with the Company; and

         "NY" is the Remaining Unexpired Employment Period expressed as a number
         of years (rounded, if such period is not a whole number, to the next
         highest whole number).

(viii)   at the election of the Company made within thirty (30) days following
         the Executive's termination of employment with the Company, upon the
         surrender of options or appreciation rights issued to the Executive
         under any stock option and appreciation rights plan or program
         maintained by, or covering employees of, the Company, a lump sum
         payment (the "Option Surrender Payment"). The Option Surrender Payment
         shall be calculated as follows:

                             OSP     =        (FMV - EP) x N

         where:

         "OSP" is the amount of the Option Surrender Payment, before the
         deduction of applicable federal, state and local withholding taxes;

         "FMV" is the closing price of the Company's common stock on The Nasdaq
         Stock Market, or on whatever other stock exchange or market such stock
         is publicly traded, on the date the Executive's employment terminates
         or, if such day is not a day on which such securities are traded, on
         the most recent preceding trading day on which a trade occurs, provided
         however that if the option or stock appreciation right is for a
         security other than the Company's common stock, the fair market value
         of a share of stock of the same class as


                                 Page 13 of 31
<PAGE>   14
         the stock subject to the option or appreciation right, determined as of
         the date of termination of employment shall be utilized;

         "EP" is the exercise price per share for such option or appreciation
         right, as specified in or under the relevant plan or program; and

         "N" is the number of shares with respect to which options or
         appreciation rights are being surrendered.

         For purposes of determining the Option Severance Payment and for
         purposes of determining the Executive's right following his or her
         termination of employment with the Company to exercise any options or
         appreciation rights not surrendered pursuant hereto, the Executive
         shall be deemed fully vested in all options and appreciation rights
         under any stock option or appreciation rights plan or program
         maintained by, or covering employees of, the Company, even if he or she
         is not vested under such plan or program;

(ix)     at the election of the Company made within thirty (30) days following
         the Executive's termination of employment with the Company, upon the
         surrender of any shares awarded to the Executive under any restricted
         stock plan maintained by, or covering employees of, the Company, a lump
         sum payment (the "RRP Surrender Payment") The RRP Surrender Payment
         shall be calculated as follows:

                             RSP     =        FMV x N

         where:

         "RSP" is the amount of the RRP Surrender Payment, before the deduction
         of applicable federal, state and local withholding taxes;

         "FMV" is the closing price of the Company's common stock on The Nasdaq
         Stock Market, or on whatever other stock exchange or market such stock
         is publicly traded, on the date the Executive's employment terminates
         or, if such day is not a day on which such securities are traded, on
         the preceding trading day on which a trade occurs, provided however
         that if the restricted stock is a security other than the Company's
         common stock, the fair market value of a share of stock of the same
         class as the stock granted under such plan, determined as of the date
         of termination of employment shall be utilized; and

         "N" is the number of shares which are being surrendered.

         For purposes of determining the RRP Surrender Payment and for purposes



                                 Page 14 of 31
<PAGE>   15
         of determining the Executive's right following his or her termination
         of employment with the Company to any stock not surrendered pursuant
         hereto, the Executive shall be deemed fully vested in all shares
         awarded under any restricted stock plan maintained by, or covering
         employees of, the Company, even if he or she is not vested under such
         plan.

The Salary Severance Payment, the DB Severance Payment, the Defined Contribution
Severance Payment, the Bonus Severance Payment, the Option Surrender Payment and
the RRP Surrender Payment shall be computed at the expense of the Company by an
attorney of the firm of Thacher Proffitt & Wood, Two World Trade Center, New
York, New York 10048 or, if such firm is unavailable or unwilling to perform
such calculation, by a firm of independent certified public accountants selected
by the Executive and reasonably satisfactory to the Company (the "Computation
Advisor"). The determination of the Computation Advisor as to the amount of such
payments shall be final and binding in the absence of manifest error.

The Company and the Executive hereby stipulate that the damages which may be
incurred by the Executive following any such termination of employment are not
capable of accurate measurement as of the date first above written and that the
payments and benefits contemplated by this Section 9(b) constitute reasonable
damages under the circumstances and shall be payable without any requirement of
proof of actual damage and without regard to the Executive's efforts, if any, to
mitigate damages. The Company and the Executive further agree that the Company
may condition the payment of the Salary Severance Payment, the DB Severance
Payment, the Defined Contribution Severance Payment, the Bonus Severance
Payment, the Option Surrender Payment and the RRP Surrender Payment on the
receipt of the Executive's resignation from any and all positions which he or
she holds as an officer, director or committee member with respect to the
Company, the Association or any subsidiary or affiliate of either of them.

         Section 10.       Termination without Additional Company Liability.

(a)      In the event that the Executive's employment with the Company shall
         terminate during the Employment Period on account of:

         (i)      the discharge of the Executive for Cause, which, for purposes
                  of this Agreement shall mean:

                  (A)      the Executive intentionally engages in dishonest
                           conduct in connection with the Executive's
                           performance of services for the Company resulting in
                           the Executive's conviction of a felony;

                                 Page 15 of 31
<PAGE>   16
                  (B)      the Executive is convicted of, or pleads guilty or
                           nolo contendere to, a felony or any crime involving
                           moral turpitude;

                  (C)      the Executive willfully fails or refuses to perform
                           the Executive's duties under this Agreement and fails
                           to cure such breach within sixty (60) days following
                           written notice thereof from the Company;

                  (D)      the Executive breaches the Executive's fiduciary
                           duties to the Company for personal profit;

                  (E)      the Executive's willful breach or violation of any
                           law, rule or regulation (other than traffic
                           violations or similar offenses), or final cease and
                           desist order in connection with the Executive's
                           performance of services for the Company; or

                  (F)      the Executive's material breach of any material
                           provision of this Agreement which is not
                           substantially cured within 60 days after written
                           notice of such breach is received by the Executive
                           from the Company.

         (ii)     the Executive's voluntary resignation from employment with the
                  Company for reasons other than those specified in Section 9(a)
                  or 11(b);

         (iii)    the Executive's death;

         (iv)     a determination that the Executive is Disabled;

         (v)      the Executive's termination of employment for any reason at or
                  after attainment of mandatory retirement age under the
                  Company's mandatory retirement policy for executive officers
                  in effect as of the date of this Agreement;

         then the Company, except as otherwise specifically provided herein,
         shall have no further obligations under this Agreement, other than the
         payment to the Executive (or, in the event of his or her death, to his
         or her estate) of the amounts or benefits provided in Section 9(b)(i)
         and (ii) of this Agreement (the "Standard Termination Entitlements").

(b)      For purposes of Section 10(a)(i), no act or failure to act, on the part
         of the Executive, shall be considered "intentional" or "willful" unless
         it is done, or omitted to be done, by the Executive in bad faith or
         without reasonable belief that the Executive's action or omission was
         in the best interests of the Company. Any act, or failure to act, based
         upon authority given pursuant to a resolution duly adopted by the Board
         or based


                                 Page 16 of 31
<PAGE>   17
         upon the written advice of counsel for the Company shall be
         conclusively presumed to be done, or omitted to be done, by the
         Executive in good faith and in the best interests of the Company.
         Except as specifically provided below, the cessation of employment of
         the Executive shall not be deemed to be for Cause within the meaning of
         Section 10(a)(i) unless and until:

         (i)      the Board, by the affirmative vote of 75% of its entire
                  membership, determines that the Executive is guilty of the
                  conduct described in Section 10(a)(i) above measured against
                  standards generally prevailing at the relevant time in the
                  savings and community banking industry;

         (ii)     prior to the vote contemplated by Section 10(b)(i), the Board
                  shall provide the Executive with notice of the Company's
                  intent to discharge the Executive for Cause, detailing with
                  particularity the facts and circumstances which are alleged to
                  constitute Cause (the "Notice of Intent to Discharge"); and

         (iii)    after the giving of the Notice of Intent to Discharge and
                  before the taking of the vote contemplated by Section
                  10(b)(i), the Executive, together with the Executive's legal
                  counsel, if the Executive so desires, are afforded a
                  reasonable opportunity to make both written and oral
                  presentations before the Board for the purpose of refuting the
                  alleged grounds for Cause for the Executive's discharge; and

         (iv)     after the vote contemplated by Section 10(b)(i), the Company
                  has furnished to the Executive a notice of termination which
                  shall specify the effective date of the Executive's
                  termination of employment (which shall in no event be earlier
                  than the date on which such notice is deemed given) and
                  include a copy of a resolution or resolutions adopted by the
                  Board, certified by its corporate secretary, authorizing the
                  termination of the Executive's employment with Cause and
                  stating with particularity the facts and circumstances found
                  to constitute Cause for the Executive's discharge (the "Final
                  Discharge Notice").

         If the Executive, during the 90 (ninety) day period commencing on the
         delivery by the Company to the Executive of the Notice of Intent to
         Discharge specified in Section 10(b)(ii), resigns his or her employment
         with the Company prior to the delivery to the Executive by the Company
         of the Final Discharge Notice specified in Section 10(b)(iv), then the
         cessation of employment of the Executive shall be deemed to be for
         Cause.

         Following the giving of a Notice of Intent to Discharge, the Bank may
         temporarily suspend the Executive's duties and authority and, in such
         event, may also suspend the payment of salary and other cash
         compensation, but not the Executive's participation


                                 Page 17 of 31
<PAGE>   18
         in retirement, insurance and other employee benefit plans. If the
         Executive is not discharged or is discharged without Cause within
         forty-five (45) days after the giving of a Notice of Intent to
         Discharge, payments of salary and cash compensation shall resume, and
         all payments withheld during the period of suspension shall be promptly
         restored. If the Executive is discharged with Cause not later than
         forty-five (45) days after the giving of the Notice of Intent to
         Discharge, all payments withheld during the period of suspension shall
         be deemed forfeited and shall not be included in the Standard
         Termination Entitlements. If a Final Discharge Notice is given later
         than forty-five (45) days, but sooner than ninety (90) days, after the
         giving of the Notice of Intent to Discharge, all payments made to the
         Executive during the period beginning with the giving of the Notice of
         Intent to Discharge and ending with the Executive's discharge with
         Cause shall be retained by the Executive and shall not be applied to
         offset the Standard Termination Entitlements. If the Bank does not give
         a Final Discharge Notice to the Executive within ninety (90) days after
         giving a Notice of Intent to Discharge, the Notice of Intent to
         Discharge shall be deemed withdrawn and any future action to discharge
         the Executive with Cause shall require the giving of a new Notice of
         Intent to Discharge. If the Executive resigns pursuant to Section
         10(b), the Executive shall forfeit his or her right to suspended
         amounts that have not been restored as of the date of the Executive's
         resignation or notice of resignation, whichever is earlier.

(c)      The Company may terminate the Executive's employment on the basis that
         the Executive is Disabled during the Employment Period upon a
         determination by the Board, by the affirmative vote of 75% of its
         entire membership, acting in reliance on the written advice of a
         medical professional acceptable to it, that the Executive is suffering
         from a physical or mental impairment which, at the date of the
         determination, has prevented the Executive from performing the
         Executive's assigned duties on a substantially full-time basis for a
         period of at least one hundred and eighty (180) days during the period
         of one (1) year ending with the date of the determination or is likely
         to result in death or prevent the Executive from performing the
         Executive's assigned duties on a substantially full-time basis for a
         period of at least one hundred and eighty (180) days during the period
         of one (1) year beginning with the date of the determination. In such
         event:

                  (A)      The Company shall pay and provide the Standard
                           Termination Entitlements to the Executive;

                  (B)      In addition to the Standard Termination Entitlements,
                           the Company shall continue to pay to the Executive
                           the Executive's base salary, at the annual rate in
                           effect for the Executive immediately prior to the
                           termination of the Executive's employment, during a
                           period ending on the earliest of:

                                 Page 18 of 31
<PAGE>   19
                           (I)      the expiration of one hundred and eighty
                                    (180) days after the date of termination of
                                    the Executive's employment;

                           (II)     the date on which long-term disability
                                    insurance benefits are first payable to the
                                    Executive under any long-term disability
                                    insurance plan covering the Executive; or

                           (III)    the date of the Executive's death.

                  A termination of employment due to Disability under this
                  Section shall be effected by a notice of termination given to
                  the Executive by the Company and shall take effect on the
                  later of the effective date of termination specified in such
                  notice or, if no such date is specified, the date on which the
                  notice of termination is deemed given to the Executive.


         Section 11.       Termination Upon or Following a Change of Control.

         (a)      A Change of Control of the Company ("Change of Control") shall
                  be deemed to have occurred upon the happening of any of the
                  following events:

                  (i)      approval by the stockholders of the Company of a
                           transaction that would result in the reorganization,
                           merger or consolidation of the Company with one or
                           more other persons, other than a transaction
                           following which:

                           (A)      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 Securities Exchange Act of 1934, as
                                    amended (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
                                    the Company; and

                           (B)      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 the Company;

                                 Page 19 of 31
<PAGE>   20
                  (ii)     the acquisition of all or substantially all of the
                           assets of the Company or beneficial ownership (within
                           the meaning of Rule 13d-3 promulgated under the
                           Exchange Act) of 20% or more of the outstanding
                           securities of the Company entitled to vote generally
                           in the election of directors by any person or by any
                           persons acting in concert, or approval by the
                           stockholders of the Company of any transaction which
                           would result in such an acquisition;

                  (iii)    a complete liquidation or dissolution of the Company,
                           or approval by the stockholders of the Company of a
                           plan for such liquidation or dissolution;

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

                           (A)      individuals who were members of the Board on
                                    the date of this Agreement; or

                           (B)      individuals who first became members of the
                                    Board after the date of this Agreement
                                    either:

                                    (I)      upon election to serve as a member
                                             of the Board 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

                                    (II)     upon election by the stockholders
                                             of the Company to serve as a member
                                             of the Board, but only if nominated
                                             for election by affirmative vote of
                                             three-quarters of the members of
                                             the Board, 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; or

                  (v)      any event which would be described in Section
                           11(a)(i), (ii), (iii) or (iv) if the term
                           "Association" were substituted for the term "Company"
                           therein or the term "Board of Directors of the
                           Association" were substituted for the term "Board".




                                 Page 20 of 31
<PAGE>   21
                  In no event, however, shall a Change of Control be deemed to
                  have occurred as a result of any acquisition of securities or
                  assets of the Company, the Association, or an affiliate or
                  subsidiary of either of them, by the Company, 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
                  11 (a), the term "person" shall have the meaning assigned to
                  it under Sections 13(d)(3) or 14(d)(2) of the Exchange Act.

         (b)      In the event of a Change of Control, the Executive shall be
                  entitled to the payments and benefits contemplated by Section
                  9(b) in the event of his or her termination of employment with
                  the Company under any of the circumstances described in
                  Section 9(a) of this Agreement or under any of the following
                  circumstances:

                  (i)      resignation, voluntary or otherwise, by the Executive
                           at any time during the Employment Period within six
                           (6) months following his or her demotion, loss of
                           title, office or significant authority or
                           responsibility or following any reduction in any
                           element of his or her package of compensation and
                           benefits;

                  (ii)     resignation, voluntary or otherwise, by the Executive
                           at any time during the Employment Period within six
                           (6) months following any relocation of his or her
                           principal place of employment or any change in
                           working conditions at such principal place of
                           employment which the Executive, in his or her
                           reasonable discretion, determines to be embarrassing,
                           derogatory or otherwise adverse;

                  (iii)    resignation, voluntary or otherwise, by the Executive
                           at any time during the Employment Period within six
                           (6) months following the failure of any successor to
                           the Company in the Change of Control to include the
                           Executive in any compensation or benefit program
                           maintained by it or covering any of its executive
                           officers, unless the Executive is already covered by
                           a substantially similar plan of the Company which is
                           at least as favorable to him or her; or

                  (iv)     resignation, voluntary or otherwise, for any reason
                           whatsoever during the Employment Period within six
                           months following the effective date of the Change of
                           Control.

         Section 12.       Tax Indemnification.

         (a)      This Section 12 shall apply if the Executive's employment is
                  terminated upon or following:

                  (i)      a Change of Control (as defined in Section 11 of this
                           Agreement); or



                                 Page 21 of 31
<PAGE>   22
                  (ii)     a change "in the ownership or effective control" of
                           the Company or the Association or "in the ownership
                           of a substantial portion of the assets" of the
                           Company or the Association within the meaning of
                           Section 28OG of the Code.

                  If this Section 12 applies, then, if for any taxable year, the
                  Executive shall be liable for the payment of an excise tax
                  under Section 4999 of the Code with respect to any payment in
                  the nature of compensation made by the Company, the
                  Association or any direct or indirect subsidiary or affiliate
                  of the Company or the Association to (or for the benefit of)
                  the Executive, the Company shall pay to the Executive an
                  amount intended to indemnify the Executive against the
                  financial effects of the excise tax imposed on excess
                  parachute payments under Section 28OG of the Code (the "Tax
                  Indemnity Payment"). The Tax Indemnity Payment shall be
                  determined under the following formula:

                                                 E x P
                    TIP      =
                                   ---------------------------------------
                                   1 - (( FI x ( 1 - SLI )) + SLI + E + M )


                  where:

                  "TIP" is the Tax Indemnity Payment, before the deduction of
                  applicable federal, state and local withholding taxes;

                  "E" is the percentage rate at which an excise tax is assessed
                  under Section 4999 of the Code;

                  "P" is the amount with respect to which such excise tax is
                  assessed, determined without regard to any amount payable
                  pursuant to this Section 12;

                  "FI" is the highest marginal rate of income tax applicable to
                  the Executive under the Code for the taxable year in question;

                  "SLI" is the sum of the highest marginal rates of income tax
                  applicable to the Executive under all applicable state and
                  local laws for the taxable year in question; and

                  "M" is the highest marginal rate of Medicare tax applicable to
                  the Executive under the Code for the taxable year in question.

         (b)      The computation of the Tax Indemnity Payment shall be made at
                  the expense of the Company by the Computation Advisor and
                  shall be based on the following assumptions:

                                 Page 22 of 31
<PAGE>   23
                  (i)      that a change in ownership, a change in effective
                           ownership or control or a change in the ownership of
                           a substantial portion of the assets of the
                           Association or the Company has occurred within the
                           meaning of Section 28OG of the Code (a "28OG Change
                           of Control");

                  (ii)     that all direct or indirect payments made to or
                           benefits conferred upon the Executive on account of
                           the Executive's termination of employment are
                           "parachute payments" within the meaning of Section
                           28OG of the Code; and

                  (iii)    that no portion of such payments is reasonable
                           compensation for services rendered prior to the
                           Executive's termination of employment.

         (c)      With respect to any payment that is presumed to be a parachute
                  payment for purposes of Section 28OG of the Code, the Tax
                  Indemnity Payment shall be made to the Executive on the
                  earlier of the date the Company, the Association or any direct
                  or indirect subsidiary or affiliate of the Company or the
                  Association is required to withhold such tax or the date the
                  tax is required to be paid by the Executive, unless, prior to
                  such date, the Company delivers to the Executive the written
                  opinion (the "Opinion Letter"), in form and substance
                  reasonably satisfactory to the Executive, of the Computation
                  Advisor or, if the Computation Advisor is unable to provide
                  such opinion, of an attorney or firm of independent certified
                  public accountants selected by the Company and reasonably
                  satisfactory to the Executive, to the effect that the
                  Executive has a reasonable basis on which to conclude that:

                  (i)      no 28OG Change in Control has occurred, or

                  (ii)     all or part of the payment or benefit in question is
                           not a parachute payment for purposes of Section 28OG
                           of the Code, or

                  (iii)    all or a part of such payment or benefit constitutes
                           reasonable compensation for services rendered prior
                           to the 28OG Change of Control, or

                  (iv)     for some other reason which shall be set forth in
                           detail in such letter, no excise tax is due under
                           Section 4999 of the Code with respect to such payment
                           or benefit.

                  If the Company delivers an Opinion Letter, the Computation
                  Advisor shall re-compute, and the Company shall make, the Tax
                  Indemnity Payment, if any, in reliance on the information
                  contained in the Opinion Letter.

         (d)      In the event that the Executive's liability for the excise tax
                  under Section 4999 of the Code for a taxable year is
                  subsequently determined to be different than the amount with
                  respect to which the Tax Indemnity Payment is made, the
                  Executive or the


                                 Page 23 of 31
<PAGE>   24
                  Company, as the case may be, shall pay to the other party at
                  the time that the amount of such excise tax is finally
                  determined, an appropriate amount, plus interest, such that
                  the payment made pursuant to Sections 12(a) and 12(c), when
                  increased by the amount of the payment made to the Executive
                  pursuant to this Section 12(d), or when reduced by the amount
                  of the payment made to the Company pursuant to this Section
                  12(d), equals the amount that should have properly been paid
                  to the Executive under Sections 12(a) and 12(c). The interest
                  paid to the Company under this Section 12(d) shall be
                  determined at the rate provided under Section 1274(b)(2)(B) of
                  the Code. The payment made to the Executive shall include such
                  amount of interest as is necessary to satisfy any interest
                  assessment made by the Internal Revenue Service and an
                  additional amount equal to any monetary penalties assessed by
                  the Internal Revenue Service on account of an underpayment of
                  the excise tax. To confirm that the proper amount, if any, was
                  paid to the Executive under this Section 12, the Executive
                  shall furnish to the Company a copy of each tax return which
                  reflects a liability for an excise tax, at least 20 days
                  before the date on which such return is required to be filed
                  with the Internal Revenue Service. Nothing in this Agreement
                  shall give the Company any right to control or otherwise
                  participate in any action, suit or proceeding to which the
                  Executive is a party as a result of positions taken on the
                  Executive's federal income tax return with respect to the
                  Executive's liability for excise taxes under Section 4999 of
                  the Code.

         (e)      The provisions of this Section 12 are designed to reflect the
                  provisions of applicable federal, state and local tax laws in
                  effect on the date of this Agreement. If, after the date
                  hereof, there shall be any change in any such laws, this
                  Section 12 shall be modified in such manner as the Executive
                  and the Company may mutually agree upon if and to the extent
                  necessary to assure that the Executive is fully indemnified
                  against the economic effects of the tax imposed under Section
                  4999 of the Code or any similar federal, state or local tax.

         Section 13.       Covenant Not To Compete.

         The Executive hereby covenants and agrees that, in the event of his or
her termination of employment with the Company prior to the expiration of the
Employment Period, for a period of one (1) year following the date of his or her
termination of employment with the Company (or, if less, for the Remaining
Unexpired Employment Period), the Executive shall not, without the written
consent of the Company, become an officer, employee, consultant, director or
trustee of any savings bank, savings and loan association, savings and loan
holding company, bank or bank holding company, or any direct or indirect
subsidiary or affiliate of any such entity, that entails working in any city,
town or county in which the Association or the Company has an office or has
filed an application for regulatory approval to establish an office, determined
as of the effective date of the Executive's termination of employment; provided,
however, that this Section 13 shall not apply if the Executive's employment is
terminated for the reasons set forth in Section 9(a); and provided, further,
that if the Executive's employment shall be terminated on account of Disability
as provided


                                 Page 24 of 31
<PAGE>   25
in Section 10(c) of this Agreement, this Section 13 shall not
prevent the Executive from accepting any position or performing any services if:

         (a)      he or she first offers, by written notice, to accept a similar
                  position with or perform similar services for the Company on
                  substantially the same terms and conditions and

         (b)      the Company declines to accept such offer within ten (10) days
                  after such notice is given.

         Section 14.       Confidentiality.

         Unless the Executive obtains the prior written consent of the Company,
the Executive shall keep confidential and shall refrain from using for the
benefit of the Executive or any person or entity other than the Company, any
entity which is a subsidiary of the Company or any entity which the Company is a
subsidiary of, any material document or information obtained from the Company,
or from its affiliates or subsidiaries, in the course of the Executive's
employment with any of them concerning their properties, operations or business
(unless such document or information is readily ascertainable from public or
published information or trade sources or has otherwise been made available to
the public through no fault of his or her own) until the same ceases to be
material (or becomes so ascertainable or available); provided, however, that
nothing in this Section 14 shall prevent the Executive, with or without the
Company's consent, from participating in or disclosing documents or information
in connection with any judicial or administrative investigation, inquiry or
proceeding to the extent that such participation or disclosure is required under
applicable law.

         Section 15.       Solicitation.

         The Executive hereby covenants and agrees that, for a period of one (1)
year following the Executive's termination of employment with the Company, he or
she shall not, without the written consent of the Company, either directly or
indirectly:

         (a)      solicit, offer employment to or take any other action
                  intended, or that a reasonable person acting in like
                  circumstances would expect, to have the effect of causing any
                  officer or employee of the Company, the Association or any
                  affiliate or subsidiary of ether of them, to terminate his or
                  her employment and accept employment or become affiliated
                  with, or provide services for compensation in any capacity
                  whatsoever to, any savings bank, savings and loan association,
                  bank, bank holding company, savings and loan holding company,
                  or other institution engaged in the business of accepting
                  deposits and making loans, doing business in any city, town or
                  county in which the Association or the Company has an office
                  or has filed an application for regulatory approval to
                  establish an office;

         (b)      provide any information, advice or recommendation with respect
                  to any such officer or employee to any savings bank, savings
                  and loan association, bank, bank holding


                                 Page 25 of 31
<PAGE>   26
                  company, savings and loan holding company, or other
                  institution engaged in the business of accepting deposits and
                  making loans, doing business in any city, town or county in
                  which the Association or the Company has an office or has
                  filed an application for regulatory approval to establish an
                  office that is intended, or that a reasonable person acting in
                  like circumstances would expect, to have the effect of causing
                  any officer or employee of the Company, the Association, or
                  any affiliate or subsidiary of either of them, to terminate
                  his or her employment and accept employment, become affiliated
                  with or provide services for compensation in any capacity
                  whatsoever to any such savings bank, savings and loan
                  association, bank, bank holding company, savings and loan
                  holding company or other institution engaged in the business
                  of accepting deposits and making loans; or

         (c)      solicit, provide any information, advice or recommendation or
                  take any other action intended, or that a reasonable person
                  acting in like circumstances would expect, to have the effect
                  of causing any customer of the Company, the Association, or
                  any affiliate or subsidiary of either of them to terminate an
                  existing business or commercial relationship with the Company,
                  the Association, or any affiliate or subsidiary of either of
                  them.

         Section 16.       No Effect on Employee Benefit Plans or Programs.

         The termination of the Executive's employment during the term of this
Agreement or thereafter, whether by the Company or by the Executive, shall have
no effect on the rights and obligations of the parties hereto under the
Company's qualified or non-qualified retirement, pension, savings, thrift,
profit-sharing or stock bonus plans, group life, health (including
hospitalization, medical and major medical), dental, accident and long term
disability insurance plans or such other employee benefit plans or programs, or
compensation plans or programs, as may be maintained by, or cover employees of,
the Company from time to time.

         Section 17.       Successors and Assigns.

         This Agreement will inure to the benefit of and be binding upon the
Executive, his or her legal representatives and testate or intestate
distributees, and the Company and its successors and assigns, including any
successor by merger or consolidation or a statutory receiver or any other person
or firm or corporation to which all or substantially all of the assets and
business of the Company may be sold or otherwise transferred. Failure of the
Company to obtain from any successor its express written assumption of the
Company's obligations under this Agreement at least sixty (60) days in advance
of the scheduled effective date of any such succession shall be deemed a
material breach of this Agreement.

         Section 18.       Notices.

         Any communication required or permitted to be given under this
Agreement, including any


                                 Page 26 of 31
<PAGE>   27
notice, direction, designation, consent, instruction, objection or waiver, shall
be in writing and shall be deemed to have been given at such time as it is
delivered personally, or five (5) days after mailing if mailed, postage prepaid,
by registered or certified mail, return receipt requested, addressed to such
party at the address listed below or at such other address as one such party may
by written notice specify to the other party:

         If to the Executive:

         William K. Sheerin
         74 Hunt Drive
         Jericho, New York 11753

         If to the Company:

         Astoria Financial Corporation
         One Astoria Federal Plaza
         Lake Success, New York 11042-1085

         Attention: General Counsel

         with a copy to:

         Thacher Proffitt & Wood
         Two World Trade Center
         New York, New York 10048

         Attention:        W. Edward Bright, Esq.

         Section 19.       Indemnification for Attorneys' Fees.

         The Company shall indemnify, hold harmless and defend the Executive
against reasonable costs, including legal fees, incurred by him or her in
connection with or arising out of any action, suit or proceeding in which he or
she may be involved, as a result of his or her efforts, in good faith, to defend
or enforce the terms of this Agreement; provided, however, that in the case of
any action, suit or proceeding instituted prior to a Change of Control, the
Executive shall have substantially prevailed on the merits pursuant to a
judgment, decree or order of a court of competent jurisdiction or of an
arbitrator in an arbitration proceeding, or in a settlement. For purposes of
this Agreement, any settlement agreement which provides for payment of any
amounts in settlement of the Company's obligations hereunder shall be conclusive
evidence of the Executive's entitlement to indemnification hereunder, and any
such indemnification payments shall be in addition to amounts payable pursuant
to such settlement agreement, unless such settlement agreement expressly
provides otherwise.

                                 Page 27 of 31
<PAGE>   28
         Section 20.       Severability.

         A determination that any provision of this Agreement is invalid or
unenforceable shall not affect the validity or enforceability of any other
provision hereof.

         Section 21.       Waiver.

         Failure to insist upon strict compliance with any of the terms,
covenants or conditions hereof shall not be deemed a waiver of such term,
covenant, or condition. A waiver of any provision of this Agreement must be made
in writing, designated as a waiver, and signed by the party against whom its
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.

         Section 22.       Counterparts.

         This Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an original, and all of which shall constitute one and the
same Agreement.

         Section 23.       Governing Law.

         This Agreement shall be governed by and construed and enforced in
accordance with the federal laws of the United States and, to the extent that
federal law is inapplicable, in accordance with the laws of the State of New
York applicable to contracts entered into and to be performed entirely within
the State of New York.

         Section 24.       Headings and Construction.

         The headings of sections in this Agreement are for convenience of
reference only and are not intended to qualify the meaning of any section. Any
reference to a section number shall refer to a section of this Agreement, unless
otherwise stated.

         Section 25.       Entire Agreement: Modifications.

         This instrument contains the entire agreement of the parties relating
to the subject matter hereof, and supersedes in its entirety any and all prior
agreements, understandings or representations relating to the subject matter
hereof. No modifications of this Agreement shall be valid unless made in writing
and signed by the parties hereto.

         Section 26.       Guarantee.

         The Company hereby agrees to guarantee the payment by the Association
of any benefits and compensation to which the Executive is or may be entitled to
under the terms and conditions of the


                                 Page 28 of 31
<PAGE>   29
Amended and Restated Employment Agreement dated as of the 1st day of January,
2000 between the Association and the Executive.

         Section 27.       Non-duplication.

         In the event that the Executive shall perform services for the
Association or any other affiliate or subsidiary of the Company, any
compensation or benefits provided to the Executive by such other employer shall
be applied to offset the obligations of the Company hereunder, it being intended
that this Agreement set forth the aggregate compensation and benefits payable to
the Executive for all services to the Company and all of its affiliates and
subsidiaries.

         Section 28.       Survival.

         The provisions of any sections of this Agreement which by its terms
contemplates performance after the expiration or termination of this Agreement
(including, but not limited to, Sections 6, 9, 10, 11, 12, 13, 14, 15, 16, 17,
18, 19, 21, 26, 27, 29, 30 and 31) shall survive the expiration of the
Employment Period or termination of this Agreement.

         Section 29.       Equitable Remedies.

         The Company and the Executive hereby stipulate that money damages are
an inadequate remedy for violations of Sections 6(a), 13, 14 or 15 of this
Agreement and agree that equitable remedies, including, without limitations, the
remedies of specific performance and injunctive relief, shall be available with
respect to the enforcement of such provisions.

         Section 30.       Required Regulatory Provisions.

         Notwithstanding anything herein contained to the contrary, any payments
to the Executive by the Company, whether pursuant to this Agreement or
otherwise, are subject to and conditioned upon their compliance with Section
18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and any
regulations promulgated thereunder.

         Section 31.       No Offset or Recoupment; No Attachment.

         The Company's obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations under this Agreement shall
not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company or any of its affiliates or
subsidiaries may have against the Executive. In no event shall the Executive be
obligated to seek other employment or take any other action by way of mitigation
of the amounts payable to the Executive under any of the provisions of this
Agreement and such amounts shall not be reduced whether or not the Executive
obtains other employment. Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or
to execution, attachment, levy,


                                 Page 29 of 31
<PAGE>   30
or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to affect any such action shall
be null, void, and of no effect.

         Section 32.       LISB Transaction.

         The Executive hereby waives any claim the Executive may have pursuant
to his or her Employment Agreements each dated January 1, 1996 with the Company
and the Association, respectively, that the acquisition by and the merger of
Long Island Bancorp, Inc. and The Long Island Savings Bank, FSB with and into
the Company and the Association, respectively, constituted a "change of control"
of the Company or the Association as defined in such Employment Contracts.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and the Executive has hereunto set his or her hand, all as of the day
and year first above written.





ATTEST:



/S/ Alan P. Eggleston  ASTORIA FINANCIAL CORPORATION
    Alan P. Eggleston


[Seal]                 By:  /S/ George L. Engelke, Jr.
                       Name:    George L. Engelke, Jr.
                       Title:   Chairman, President and Chief Executive Officer



                       /S/ William K. Sheerin
                           WILLIAM K. SHEERIN









                                 Page 30 of 31
<PAGE>   31
STATE OF NEW YORK )
                  )       ss.:
COUNTY OF NASSAU  )

         On this 20 day of March, 2000, before me, the undersigned, personally
appeared William K. Sheerin, 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/ Anna Knice
                                         Notary Public

                                         Anna Knice
                                         Notary Public, State of New York
                                         No. 4980431
                                         Qualified in Suffolk County
                                         Commission Expires April 22, 2001

STATE OF NEW YORK )
                  )       ss.:
COUNTY OF NASSAU  )

         On this 20 day of March, 2000, 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/ Anna Knice
                                         Notary Public

                                         Anna Knice
                                         Notary Public, State of New York
                                         No. 4980431
                                         Qualified in Suffolk County
                                         Commission Expires April 22, 2001


                                 Page 31 of 31