Exhibit 10-39
ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION
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, 2009 by and between ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION , a
savings association organized and operating under the federal laws of the United States and having an office at
One Astoria Federal Plaza, Lake Success, New York 11042-1085 (the "Association") and, Alan P. Eggleston ,
an individual residing at 28 Croft Place, Huntington, New York 11743, (the "Executive").
WITNESSETH:
WHEREAS, the Executive currently serves the Association in the capacity of Executive Vice
President, Secretary and General Counsel and as Executive Vice President, Secretary and General Counsel of
the Association's savings and loan holding company, ASTORIA FINANCIAL CORPORATION, a publicly held
business corporation organized and operating pursuant to the laws of the State of Delaware (the "Company");
and
WHEREAS, the Association 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 Association on the terms and
conditions hereinafter set forth; and
WHEREAS, the Executive currently has an employment contract with the Association entered into
on January 1, 1996 (the “Initial Effective Date”), amended and restated on January 1, 2000, and further amended
as of August 15, 2007 (such agreement, as amended, the “Prior Agreement”); and
WHEREAS , the Executive and the Association wish to further amend and modify the Prior
Agreement pursuant to Section 24 thereof for the purpose, among others, of compliance with the applicable
requirements of Section 409A of the Internal Revenue Code of