This PLEDGE AGREEMENT ("Pledge Agreement") is made as of the 1st day of January, 2000, by and
between THE LONG ISLAND SAVINGS BANK FSB EMPLOYEE STOCK OWNERSHIP PLAN
TRUST, acting by and through its Trustee, CG TRUST COMPANY, a banking corporation organized under the
laws of the Illinois ("Pledgor"), and ASTORIA FINANCIAL CORPORATION ("Pledgee"), a corporation
organized and existing under the laws of the State of Delaware.
W I T N E S S E T H :
WHEREAS, this Pledge Agreement is being executed and delivered to the Pledgee pursuant to the terms of An
Amended and Restated Loan Agreement of even date herewith ("Loan Agreement"), by and between the
Pledgor and the Pledgee;
NOW, THEREFORE, in consideration of the mutual agreements contained herein and in the Loan Agreement,
the parties hereto do hereby covenant and agree as follows:
Section 1. Definitions. The following definitions shall apply for purposes of this Pledge Agreement, except to the
extent that a different meaning is plainly indicated by the context; all capitalized terms used but not defined herein
shall have the respective meanings assigned to them in the Loan Agreement:
(a) "Collateral" shall mean the Pledged Shares and the Pledged Assets and, subject to section 5 hereof, and to
the extent permitted by applicable law, all rights with respect thereto, and all proceeds of such Pledged Shares,
Pledged Assets and rights.
(b) "Event of Default" shall mean an event so defined in the Loan Agreement.
(c) "Liabilities" shall mean all the obligations of the Pledgor to the Pledgee, howsoever created, arising or
evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due,
under the Loan Agreement and the Promissory Note.
(d) "Pledged Assets" means all assets of the Borrower pledged, as of January 1, 2000, as collateral security for
the Borrower's performance of its obligations under that certain Loan Agreement between the Borrower and the