ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION
ASTORIA FINANCIAL CORPORATION
DIRECTORS' RETIREMENT PLAN
Effective January 1, 1990, as amended and restated effective February 21, 1996
1. Directors eligible to participate ("Eligible Directors") in this Directors' Retirement Plan (the "Plan") shall only be
those who retire from the latter of the Board of Directors of Astoria Federal Savings and Loan Association (the
"Association") and Astoria Financial Corporation (the "Company") and are not or were not full-time employees
of the Association or institutions merged with the Association prior to the formation of the Company, or of
companies merged with or acquired by the Association or Company thereafter.
2. The mandatory retirement age for members of the Board of Directors of the Association shall be as set forth in
the Bylaws of the Association, as amended from time to time, although early retirement is permitted.
3. The mandatory retirement age for members of the Board of Directors of the Company shall be as set forth in
the Bylaws of the Company, as amended from time to time, although early retirement is permitted.
4. For purposes of determining benefits (the "Monthly Benefits") under Paragraph 5 hereof the following
definitions shall apply:
(a) Full Years of Service shall be the greater of years of service for the Board of Directors of the Association or
(b) Monthly Fee shall mean the aggregate of the monthly fees received for service on the Board of Directors of
the Association and the Board of Directors of the Company for participant's final month of service on each
5. The Monthly Benefit to which an Eligible Director shall be entitled shall be based upon the following vesting
Except as provided below with respect to Monthly Benefits which become payable following a Change of
Control (as defined below), the Monthly Benefit shall be paid as follows:
Full Years Monthly Benefit, calculated by multiplying