ASTORIA FINANCIAL CORP
EXHIBIT 10.39
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex10-39.txt
<DESCRIPTION>EXHIBIT 10.39
<TEXT>

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Exhibit 10.39

                      CHANGE OF CONTROL SEVERANCE AGREEMENT

      This CHANGE OF CONTROL SEVERANCE AGREEMENT (the "Agreement") is made and
entered into as of December 21, 2005 by and among ASTORIA FEDERAL SAVINGS AND
LOAN ASSOCIATION, a savings and loan association organized and existing under
the laws of the United States of America and having an office at One Astoria
Federal Plaza, Lake Success, New York 11042 (the "Bank"), ASTORIA FINANCIAL
CORPORATION, a business corporation organized and existing under the laws of the
State of Delaware and having an office at One Astoria Federal Plaza, Lake
Success, New York 11042 (the "Company") and Anthony S. DiCostanzo, an individual
residing at 3 Beechwood Court, Dix Hills, New York 11746 (the "Officer").

                             INTRODUCTORY STATEMENT

      WHEREAS, the Boards of Directors of the Bank and the Company have approved
the Bank and the Company entering into Change of Control Severance Agreements
with certain key officers of the Bank,

      WHEREAS, the Officer is a key officer of the Bank;

      WHEREAS, should the possibility of a Pending Change of Control or Change
of Control of the Bank or the Company arise, the Boards of Directors of the Bank
and the Company believe it is imperative that the Bank, the Company and the
Boards of Directors of the Bank and the Company should be able to rely upon the
Officer to continue in his or her position, and that the Bank and the Company
should be able to receive and rely upon the Officer's advice, if requested, as
to the best interests of the Bank and the Company and their respective
shareholders without concern that the Officer might be distracted by the
personal uncertainties and risks created by the possibility of a Pending Change
of Control or Change of Control;

      WHEREAS, should the possibility of a Pending Change of Control or Change
of Control arise, in addition to his or her regular duties, the Officer may be
called upon to assist in the assessment of such possible Pending Change of
Control or Change of Control, advise management and the Board as to whether such
Pending Change of Control or Change of Control would be in the best interests of
the Bank, the Company and their respective shareholders, and to take such other
actions as the Boards of Directors of the Bank and the Company might determine
to be appropriate; and

      NOW, THEREFORE, to assure the Bank and the Company that they will have the
continued dedication of the Officer and the availability of his or her advice
and counsel notwithstanding the possibility, threat, or occurrence of a Pending
Change of Control or Change of Control of the Bank or the Company, and to induce
the Officer to remain in the employ of the Bank, in consideration of

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the mutual premises and agreements set forth herein and for other good and
valuable consideration, the Bank, the Company and the Officer agree as follows:

                                    AGREEMENT

      Section 1. Effective Date; Term; Pending Change of Control and Change of
                 Control Defined.

      (a)   This Agreement shall take effect on December 21, 2005 (the
            "Effective Date") and shall remain in effect during the period (the
            "Term") beginning on the Effective Date and ending on the
            earlier of:

            (i)   the date, prior to the occurrence of a Pending Change of
                  Control or a Change of Control, as defined below,
                  respectively, on which the Officer's employment by the Bank
                  terminates whether by discharge, resignation, death,
                  disability or retirement, or

            (ii)  the later of:

                  (A)   the first anniversary of the date on which the Bank
                        notifies the Executive of its intent to discontinue the
                        Agreement (the "Initial Expiration Date") or,

                  (B)   the second anniversary of the latest Change of Control,
                        as defined below, that occurs after the Effective Date
                        and before the Initial Expiration Date.

      (b)   For purposes of this Agreement, a "Change of Control" shall be
            deemed to have occurred upon the happening of any of the following
            events:

            (i)   the consummation of a 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
                        ("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

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                  (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;

            (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;

            (iii) a complete liquidation or dissolution of the Company;

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

                  (A)   individuals who were members of the Board of Directors
                        of the Company on the Effective Date of this Agreement;
                        or

                  (B)   individuals who first became members of the Board of
                        Directors of the Company after the Effective Date of
                        this Agreement either:

                        (1)   upon election to serve as a member of the Board of
                              Directors of the Company 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

                        (2)   upon election by the shareholders of the Board of
                              Directors of the Company to serve as a member of
                              such Board, but only if nominated for election by
                              affirmative vote of three-quarters of the members
                              of the Board of Directors of the Company, 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

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                        promulgated under the Exchange Act) other than by or on
                        behalf of the Board of Directors of the Company; or

            (v)   any event which would be described in Section 1(b)(i), (ii),
                  (iii) or (iv) if the term "Bank" were substituted for the term
                  "Company" therein.

            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 Bank, or a subsidiary of either of them, by the
            Company, the Bank, or any subsidiary of either of them, or by any
            employee benefit plan maintained by any of them. For purposes of
            this Section 1(b), the term "person" shall have the meaning assigned
            to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.

      (c)   For purposes of this Agreement, a "Pending Change of Control" shall
            mean:

            (i)   the approval by the shareholders of the Bank or the Company of
                  a definitive agreement for a transaction which, if
                  consummated, would result in a Change of Control; or

            (ii)  the approval by the shareholders of the Bank or the Company of
                  a transaction which, if consummated, would result in a Change
                  of Control.

      Section 2. Discharge Prior to a Pending Change of Control.

      The Bank may discharge the Officer at any time prior to the occurrence of
a Pending Change of Control or, if no Pending Change of Control has occurred, a
Change of Control, for any reason or for no reason. In such event:

      (a)   The Bank shall pay to the Officer or the Officer's estate his or her
            earned but unpaid compensation, including, without limitation,
            salary and all other items which constitute wages under applicable
            law, as of the date of the Officer's termination of employment. This
            payment shall be made at the time and in the manner prescribed by
            law applicable to the payment of wages but in no event later than 30
            days after the date of the Officer's termination of employment.

      (b)   The Bank shall provide the benefits due, if any, to the Officer or
            the Officer's estate, surviving dependents or designated
            beneficiaries, as applicable, under the employee benefit plans and
            programs and compensation plans and programs maintained for the
            benefit of the officers and employees of the Bank. The time and
            manner of payment or other delivery of these benefits and the
            recipients of such benefits shall be determined according to the
            terms and conditions of the applicable plans and programs.

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The payments and benefits described in Sections 2(a) and (b) shall be referred
to in this Agreement as the "Standard Termination Entitlements."

      Section 3. Termination of Employment Due to Death.

      The Officer's employment with the Bank shall terminate automatically, and
without any further action on the part of any party to this Agreement, on the
date of the Officer's death. In such event, the Bank shall pay and deliver to
the Officer's estate and surviving dependents and designated beneficiaries, as
applicable, the Standard Termination Entitlements.

      Section 4. Termination Due to Disability after a Pending Change of Control
                 or a Change of Control.

      The Bank may terminate the Officer's employment during the Term and after
the occurrence of a Pending Change of Control or a Change of Control upon a
determination by the Board of Directors of the Bank, 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 Officer is suffering from a
physical or mental impairment which, at the date of the determination, has
prevented the Officer from performing the Officer'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 Officer from
performing the Officer'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 Bank shall pay and deliver the Standard Termination Entitlements
            to the Officer or, in the event of the Officer's death following
            such termination but before payment, to the Officer's estate,
            surviving dependents or designated beneficiaries, as applicable.

      (b)   In addition to the Standard Termination Entitlements, the Bank shall
            continue to pay the Officer his or her base salary, at the annual
            rate in effect for the Officer immediately prior to the termination
            of the Officer's employment, during a period ending on the earliest
            of: (i) the expiration of one hundred and eighty (180) days after
            the date of termination of the Officer's employment; (ii) the date
            on which long-term disability insurance benefits are first payable
            to the Officer under any long-term disability insurance plan
            covering employees of the Bank; or (iii) the date of the Officer's
            death.

A termination of employment due to disability under this Section 4 shall be
effected by a notice of termination given to the Officer by the Bank 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 Officer.

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      Section 5. Discharge with Cause after a Pending Change of Control or
                 Change of Control.

      (a)   The Bank may terminate the Officer's employment with "Cause" during
            the Term and after the occurrence of a Pending Change of Control or
            a Change of Control, but a termination shall be deemed to have
            occurred with "Cause" only if:

            (i)   (A)   the Board of Directors of the Bank, by the affirmative
                        vote of 75% of its entire membership, determines that
                        the Officer is guilty of personal dishonesty,
                        incompetence, wilful misconduct, breach of fiduciary
                        duty involving personal profit, intentional failure to
                        perform stated duties, wilful violation of any law, rule
                        or regulation (other than traffic violations or similar
                        offenses) or final cease and desist order, or any
                        material breach of this Agreement, in each case measured
                        against standards generally prevailing at the relevant
                        time in the savings and community banking industry;

                  (B)   prior to the vote contemplated by Section 5(a)(i)(A),
                        the Board of Directors of the Bank shall provide the
                        Officer with notice of the Bank's intent to discharge
                        the Officer for Cause, detailing with particularity the
                        facts and circumstances which are alleged to constitute
                        Cause (the "Notice of Intent to Discharge"); and

                  (C)   after the giving of the Notice of Intent to Discharge
                        and before the taking of the vote contemplated by
                        Section 5(a)(i)(A), the Officer, together with the
                        Officer's legal counsel, if he so desires, are afforded
                        a reasonable opportunity to make both written and oral
                        presentations before the Board of Directors of the Bank
                        for the purpose of refuting the alleged grounds for
                        Cause for the Officer's discharge; and

                  (D)   after the vote contemplated by Section 5(a)(i)(A), the
                        Bank has furnished to the Officer a notice of
                        termination which shall specify the effective date of
                        the Officer'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 of Directors of the
                        Bank, certified by its corporate secretary, authorizing
                        the termination of the Officer's employment with Cause
                        and stating with particularity the facts and
                        circumstances found to constitute Cause for the
                        Officer's discharge (the "Final Discharge Notice"); or

            (ii)  the Officer, during the 90 day period commencing on the
                  delivery to the Officer by the Bank of the Notice of Intent to
                  Discharge specified in Section 5(a)(i)(B), resigns his or her
                  employment with the Bank prior to the delivery to the Officer
                  by the Bank of the Final Discharge Notice specified in Section
                  5(a)(i)(D).

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                  For purposes of this Section 5, no act or failure to act, on
                  the part of the Officer, shall be considered "willful" unless
                  it is done, or omitted to be done, by the Officer in bad faith
                  or without reasonable belief that the Officer's action or
                  omission was in the best interests of the Bank or the Company,
                  respectively. Any act or failure to act based upon authority
                  given pursuant to a resolution duly adopted by the Board of
                  Directors of the Bank or the Company or based upon the written
                  advice of counsel for the Bank or the Company shall be
                  conclusively presumed to be done or omitted to be done by the
                  Officer in good faith and in the best interests of the Bank or
                  the Company, respectively.

            (b)   If the Officer is discharged with Cause during the Term and
                  after a Pending Change of Control or a Change of Control, the
                  Bank shall pay and provide to him or, in the event of the
                  Officer's death following such discharge but prior to payment
                  and providing, to the Officer's estate, surviving dependents
                  or designated beneficiaries, as applicable, the Standard
                  Termination Entitlements only.

            (c)   Following the giving of a Notice of Intent to Discharge, the
                  Bank may temporarily suspend the Officer's duties and
                  authority and, in such event, may also suspend the payment of
                  salary and other cash compensation, but not the Officer's
                  participation in retirement, insurance and other employee
                  benefit plans. If the Officer 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 Officer 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 Officer during
                  the period beginning with the giving of the Notice of Intent
                  to Discharge and ending with the Officer's discharge with
                  Cause shall be retained by the Officer and shall not be
                  applied to offset the Standard Termination Entitlements. If
                  the Bank does not give a Final Discharge Notice to the Officer
                  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 Officer with
                  Cause shall require the giving of a new Notice of Intent to
                  Discharge. If the Officer resigns pursuant to Section
                  5(a)(ii), the Officer shall forfeit his or her right to
                  suspended amounts that have not been restored as of the date
                  of the Officer's resignation or notice of resignation,
                  whichever is earlier.

      Section 6. Discharge Without Cause after a Pending Change of Control or
                 Change of Control.

      The Bank may discharge the Officer without Cause at any time after the
occurrence of a Pending Change of Control or a Change of Control, and in such
event:

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      (a)   The Bank shall pay and deliver the Standard Termination Entitlements
            to the Officer or, in the event of the Officer's death following the
            Officer's discharge but before payment, to the Officer's estate,
            surviving dependents or designated beneficiaries, as applicable.

      (b)   In addition to the Standard Termination Entitlements:

            (i)   the Bank shall provide for a period of two years following the
                  date of the Officer's discharge (the "Assurance Period") for
                  the benefit of the Officer and the Officer's spouse and
                  dependents continued group life, health (including
                  hospitalization, medical and major medical), dental, accident
                  and long-term disability insurance benefits on substantially
                  the same terms and conditions (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 Bank) in effect for them immediately
                  prior to the Officer's discharge. The coverage provided under
                  this Section 6(b)(i) may, at the election of the Bank, be
                  secondary to the coverage provided as part of the Standard
                  Termination Entitlements and to any employer-paid coverage
                  provided by a subsequent employer or through Medicare, with
                  the result that benefits under the other coverages will offset
                  the coverage required by this Section 6(b)(i), provided,
                  however, that for purposes of this Section 6(b)(i) benefits
                  provided at the cost of the Officer or the Officer's spouse or
                  dependants pursuant to the Comprehensive Omnibus Budget
                  Reconciliation Act, as amended, shall not be considered
                  Standard Termination Entitlements.

            (ii)  The Bank shall make a lump sum payment to the Officer or, in
                  the event of the Officer's death following the Officer's
                  discharge but before payment, to the Officer's estate in an
                  amount equal to the salary that the Officer would have earned
                  if he had continued working for the Bank during the Assurance
                  Period at the highest annual rate of salary achieved during
                  the period of three (3) years ending immediately prior to the
                  date of termination (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 by the
                  Officer during the period of three (3) years ending
                  immediately prior to the date of termination; and "NY" is the
                  Assurance Period expressed as a number of years (rounded, if
                  such period is not a whole number, to the next highest whole
                  number).

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                  The Salary Severance Payment shall be made within thirty (30)
                  days after the Officer's termination of employment and shall
                  be in lieu of any claim to a continuation of base salary which
                  the Officer might otherwise have and in lieu of cash severance
                  benefits under any severance benefits program which may be in
                  effect for officers or employees of the Bank.

            (iii) The Bank shall make a lump sum payment to the Officer or, in
                  the event of the Officer's death following the Officer's
                  discharge but before payment, to the Officer's estate in an
                  amount equal to the potential annual bonuses that the Officer
                  would have earned if the Officer had continued working for the
                  Bank during the Assurance Period at the highest annual rate of
                  salary achieved during the period of three (3) years ending
                  immediately prior to the date of termination (the "Bonus
                  Severance Payment"). The Bonus Severance Payment shall be
                  computed using the following formula:

                  BSP = ((BS x TIO x IP) + ( BS x TIO x FP 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 by the
                  Officer during the period of three (3) years ending
                  immediately prior to the date of termination;

                  "TIO" is the target incentive opportunity for the Officer
                  expressed as a percentage as established by the Compensation
                  Committee of the Board of Directors of the Bank pursuant to
                  the Bank's Annual Incentive Plan for Select Executives for the
                  year in which the employment of the Officer by the Bank
                  terminates or, if no target incentive opportunity is
                  established by the Compensation Committee of the Board of
                  Directors of the Bank for such year with respect to the
                  Officer, then the highest target incentive opportunity
                  established by the Compensation Committee of the Board of
                  Directors of the Bank for the Officer pursuant to the Annual
                  Incentive Plan for Select Executives during the period of
                  three (3) years ending immediately prior to the date of
                  termination;

                  "IP" is either (i) the percentage of the TIO which is to be
                  determined by the individual performance of the Officer as
                  established by the Compensation Committee of the Board of
                  Directors of the Bank pursuant to the Bank's Annual Incentive
                  Plan for Select Executives for the year in which the
                  employment of the Officer by the Bank terminates or, (ii) if
                  no target incentive opportunity has been established with
                  respect to the Officer by the Compensation Committee of the
                  Board of Directors of the Bank for the year in which the
                  employment of the Officer by the Bank terminates, then the
                  lowest percentage of the target incentive opportunity to be
                  determined by the

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                  individual performance of the Officer established by the
                  Compensation Committee of the Board of Directors of the Bank
                  for the Officer pursuant to the Annual Incentive Plan for
                  Select Executives during the period of three (3) years ending
                  immediately prior to the date of termination;

                  "FP" is either (i) the percentage of the TIO with respect to
                  the Officer which is to be determined by the financial
                  performance of the Company as established by the Compensation
                  Committee of the Board of Directors of the Bank pursuant to
                  the Bank's Annual Incentive Plan for Select Executives for the
                  year in which the employment of the Officer by the Bank
                  terminates or, (ii) if no target incentive opportunity has
                  been established with respect to the Officer by the
                  Compensation Committee of the Board of Directors of the Bank
                  for the year in which the employment of the Officer by the
                  Bank terminates, then a percentage equal to 100% minus the IP;

                  "AP" is the highest award percentage available to the Officer
                  with respect to the financial performance of the Company as
                  established by the Compensation Committee of the Board of
                  Directors of the Bank pursuant to the Bank's Annual Incentive
                  Plan for Select Executives for the year in which the
                  employment of the Officer by the Bank terminates or, (ii) if
                  no target incentive opportunity has been established with
                  respect to the Officer by the Compensation Committee of the
                  Board of Directors of the Bank for the year in which the
                  employment of the Officer by the Bank terminates, then the
                  highest award percentage available to the Officer with respect
                  to the financial performance of the Company established by the
                  Compensation Committee of the Board of Directors of the Bank
                  for the Officer pursuant to the Annual Incentive Plan for
                  Select Executives during the period of three (3) years ending
                  immediately prior to the date of termination;

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

                  The Bonus Severance Payment shall be made within thirty (30)
                  days after the Officer's termination of employment and shall
                  be in lieu of any claim to a continuation of participation in
                  annual bonus plans of the Bank which the Officer might
                  otherwise have.

The payments and benefits described in Section 6(b) are referred to in this
Agreement as the "Additional Termination Entitlements". The payments described
in Section 6(b)(ii) and (iii) shall be computed at the expense of the Company by
an attorney of the firm of Thacher Proffitt & Wood, Two World Financial Center,
New York, New York 10281or, if such firm is unavailable or unwilling to perform
such calculation, by a firm of independent certified public accountants selected
by the Officer 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.

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      Section 7. Tax Indemnification.

      (a)   If the Officer's employment terminates under circumstances entitling
            the Officer or, in the event of the Officer's death following such
            termination but before payment, his or her estate to the Additional
            Termination Entitlements, the Company shall pay to the Officer or,
            in the event of the Officer's death, his or her estate an additional
            amount (the "Tax Indemnity Payment") intended to indemnify the
            Officer against the financial effects of the excise tax imposed on
            excess parachute payments under section 28OG of the Internal Revenue
            Code of 1986, as amended, (the "Code"). 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 this Section 16;

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

            "SLI" is the sum of the highest marginal rates of income tax
            applicable to the Officer 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
            Officer under the Code for the taxable year in question.

            Such computation shall be made at the expense of the Company by the
            Computation Advisor and shall be based on the following assumptions:

            (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 Bank 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 Officer on account of the Officer's
                  termination of employment are "parachute payments" within the
                  meaning of section 28OG of the Code; and

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

      (b)   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 Officer on the earlier of the date the
            Company, the Bank or any direct or indirect subsidiary or affiliate
            of the Company or the Bank is required to withhold such tax or the
            date the tax is required to be paid by the Officer, unless, prior to
            such date, the Company delivers to the Officer the written opinion
            (the "Opinion Letter"), in form and substance reasonably
            satisfactory to the Officer, 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 Officer,
            to the effect that the Officer 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 in reliance on the information contained in the Opinion
            Letter.

      (c)   In the event that the Officer'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 Officer or the 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 7(a) or 7(b), when increased by the amount of the payment
            made to the Officer pursuant to this Section 7(c), or when reduced
            by the amount of the payment made to the Company pursuant to this
            Section 7(c), equals the amount that should have properly been paid
            to the Officer under Section 7(a). The interest paid to the Company
            under this Section 7(c) shall be determined at the rate provided
            under section 1274(b)(2)(B) of the Code. The payment made to the
            Officer 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

                                    Page -12-




<PAGE>

            amount, if any, was paid to the Officer under this Section 7, the
            Officer 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 Officer is a party as a result of positions
            taken on the Officer's federal income tax return with respect to the
            Officer's liability for excise taxes under section 4999 of the Code.

      Section 8. Indemnification upon and following a Change of Control.

      (a)   From and after the effective date of a Change of Control through the
            sixth anniversary of such effective date, the Bank and the Company
            agree to indemnify and hold harmless the Officer, against any costs
            or expenses (including reasonable attorneys' fees), judgments,
            fines, losses, claims, damages or liabilities (collectively,
            "Costs") incurred in connection with any claim, action, suit,
            proceeding or investigation, whether civil, criminal, administrative
            or investigative, arising out of matters existing or occurring at or
            prior to the time the Change of Control became effective whether
            asserted or claimed prior to, at or after the effective date of the
            Change of Control, and to advance any such Costs to the Officer as
            they are from time to time incurred, in each case to the fullest
            extent the Officer would have been indemnified as a director or
            officer of the Bank or the Company, as applicable, and as then
            permitted under applicable law.

      (b)   The Officer, seeking to claim indemnification under Section 8(a) of
            this Agreement and upon learning of any such claim, action, suit,
            proceeding or investigation, shall promptly notify the Bank thereof,
            but the failure to so notify shall not relieve the Bank or the
            Company of any liability it may have pursuant to this Agreement to
            the Officer if such failure does not materially and substantially
            prejudice the Bank or the Company. In the event of any such claim,
            action, suit, proceeding or investigation,

            (i)   the Bank and the Company shall have the right to assume the
                  defense thereof with counsel reasonably acceptable to the
                  Officer, and the Bank and the Company shall not be liable to
                  the Officer for any legal expenses of other counsel
                  subsequently incurred by the Officer in connection with the
                  defense thereof, except that if the Bank and the Company do
                  not elect to assume such defense within a reasonable time or
                  counsel for the Officer at any time advises that there are
                  issues which raise conflicts of interest between the Bank or
                  the Company and the Officer (and counsel for the Bank or the
                  Company does not disagree), the Officer may retain counsel
                  satisfactory to the Officer, and the Bank and the Company
                  shall remain responsible for the reasonable fees and expenses
                  of such counsel as set forth above, to be paid promptly as
                  statements therefor are received; provided, however, that the
                  Bank and the Company shall be obligated pursuant to this
                  paragraph (b)(i) to pay for only one firm of counsel for all
                  indemnified parties in any one jurisdiction with respect to
                  any given claim, action, suit, proceeding or

                                    Page -13-




<PAGE>

                  investigation unless the use of one counsel for such
                  indemnified parties, including the Officer, would present such
                  counsel with a conflict of interest;

            (ii)  the Officer will reasonably cooperate in the defense of any
                  such matter; and

            (iii) the Bank and the Company shall not be liable for any
                  settlement effected by the Officer without their prior written
                  consent, which shall not be unreasonably withheld.

      Section 9. Resignation.

      (a)   The Officer may resign from the Officer's employment with the Bank
            at any time. A resignation under this Section 9 shall be effected by
            notice of resignation given by the Officer to the Bank and shall
            take effect on the later of the effective date of termination
            specified in such notice or the date on which the notice of
            termination is deemed given by the Officer. For purposes of this
            Agreement, retirement of the Officer from the employment of the Bank
            or the Company under circumstances defined as "normal retirement" or
            "early retirement" pursuant to any qualified defined benefit or
            qualified defined contribution pension plan maintained by the Bank
            shall be deemed a resignation by the Officer's of the Officer's
            employment with the Bank. A resignation by the Officer as described
            in Section 5(a)(ii) of this Agreement, for purposes of this
            Agreement shall be deemed to be termination with "Cause". The
            Officer's resignation of any of the positions within the Bank or the
            Company to which he has been assigned shall be deemed a resignation
            from all such positions.

      (b)   The Officer's resignation shall be deemed to be for "Good Reason" if
            the effective date of resignation occurs during the Term, but on or
            after the effective date of a Pending Change of Control or Change of
            Control, and is on account of:

            (i)   the failure of the Bank (whether by act or omission of the
                  Board of Directors, or otherwise) to appoint, re-appoint,
                  elect or re-elect the Officer to the office and position with
                  the Bank that he held immediately prior to the Change of
                  Control or Pending Change of Control (the "Assigned Office")
                  or to a more senior office and position;

            (ii)  if the Officer is or becomes a member of the Board of
                  Directors of the Bank, the failure of the shareholders of the
                  Bank (whether in an election in which the Officer stands as a
                  nominee or in an election where the Officer is not a nominee),
                  to elect or re-elect the Officer to such directorship at the
                  expiration of the Officer's term as a director, unless such
                  failure is a result of the Officer's refusal to stand for
                  election;

            (iii) a material failure by the Bank, whether by amendment of the
                  charter or organization, by-laws, action of the Board of
                  Directors of the Bank or otherwise, to vest in the Officer the
                  functions, duties, or responsibilities customarily associated
                  with the Assigned Office; provided that the Officer

                                    Page -14-




<PAGE>

                  shall have given notice of such failure to the Bank, and the
                  Bank has not fully cured such failure within thirty (30) days
                  after such notice is deemed given;

            (iv)  any reduction of the Officer's rate of base salary in effect
                  from time to time, whether or not material, or any failure,
                  other than due to reasonable administrative error that is
                  fully cured within 5 days after notice of such administrative
                  error is deemed given, to pay any portion of the Officer's
                  compensation as and when due;

            (v)   any change in the terms and conditions of any compensation or
                  benefit program in which the Officer participates which,
                  either individually or together with other changes, has a
                  material adverse effect on the aggregate value of the
                  Officer's total compensation package; provided that the
                  Officer shall have given notice of such material adverse
                  effect to the Bank, and the Bank has not fully cured such
                  failure within thirty (30) days after such notice is deemed
                  given;

            (vi)  any material breach by the Company or the Bank of any material
                  term, condition or covenant contained in this Agreement;
                  provided that the Officer shall have given notice to the
                  Company and the Bank of such material adverse effect, and the
                  Company or the Bank have not fully cured such failure within
                  thirty (30) days after such notice is deemed given; or

            (vii) a change in the Officer's principal place of employment to a
                  location that is outside of Nassau County or Queens County,
                  New York.

            In all other cases, a resignation by the Officer shall be deemed to
            be without Good Reason. In the event of resignation, the Officer
            shall state in the Officer's notice of resignation whether the
            Officer considers his or her resignation to be a resignation with
            Good Reason, and if he does, he shall state in such notice the
            grounds which constitute Good Reason. The Officer's determination of
            the existence of Good Reason shall be conclusive in the absence of
            fraud, bad faith or manifest error.

      (c)   In the event of the Officer's resignation for any reason, the Bank
            shall pay and deliver the Standard Termination Entitlements. In the
            event of the Officer's resignation with Good Reason and such
            resignation is effective within six (6) months of the effective date
            of the Change of Control (the "Resignation Window Period"), the Bank
            shall also pay and deliver the Additional Termination Entitlements.
            In the event the Officer's resignation with Good Reason is based
            upon Section 9(b)(iii),(iv),(v) or (vi) and the notice required by
            such provision has been given within six months of the effective
            date of the Change of Control but the applicable cure period will
            not expire until on or after the date which is six months following
            the effective date of the Change of Control, the Resignation Window
            Period shall be extended so as expire 30 days following the
            expiration of the applicable cure period.

                                    Page -15-




<PAGE>

      Section 10. Terms and Conditions of the Additional Termination
                  Entitlements.

      The Bank and the Officer hereby stipulate that the damages which may be
incurred by the Officer following any termination of employment are not capable
of accurate measurement as of the date first above written and that the
Additional Termination Entitlements constitute reasonable damages under the
circumstances and shall be payable without any requirement of proof of actual
damage and without regard to the Officer's efforts, if any, to mitigate damages.
The Bank and the Officer further agree that the Bank may condition the payment
and delivery of the Additional Termination Entitlements on the receipt of:

      (a)   the Officer's resignation from any and all positions which he holds
            as an officer, director or committee member with respect to the Bank
            or any subsidiary or affiliate of the Bank; and

      (b)   a release of the Bank and the Company and their officers, directors,
            shareholders, subsidiaries and affiliates, in form and substance
            satisfactory to the Bank, of any liability to the Officer, whether
            for compensation or damages, in connection with the Officer's
            employment with the Bank and the termination of such employment,
            except for the Standard Termination Entitlements, the Additional
            Termination Entitlements, the Tax Indemnity Payment and
            indemnification payments due the Officer pursuant to Section 8 or
            Section 16 of this Agreement.

To the extent the Bank conditions the payment and delivery of the Additional
Termination Entitlements or any other amount due under this Agreement upon the
receipt of the release provided in Section 10(b) of this Agreement and such
release by law may not be effective until the expiration of a required prior
notice and/or a recission period following its execution by the Officer, then
any payment required to be made pursuant to this Agreement may be deferred until
the expiration of the period which is the sum of the period within which such
payment was required to be made under the terms of this Agreement but for this
Section 10 and the period of any required prior notice and recission periods,
provided, however, that the Bank shall pay to the Officer for each day of such
deferral interest in addition to any other amounts due and owing under this
Agreement at the rate of the federal short term rate established under section
1274 of the Code for the month in which the Officer's termination of employment
occurs calculated on the basis of a 360 day year for the actual number of days
of such deferral on the amount so deferred.

      Section 11. Confidentiality.

      Unless the Officer obtains the prior written consent of the Bank or the
Company, the Officer shall keep confidential and shall refrain from using for
the benefit of himself or herself, or any person or entity other than the
Company or any entity which is a subsidiary of the Company or of which the
Company is a subsidiary, any material document or information obtained from the
Company, or from its parent or subsidiaries, in the course of the Officer'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 the Officer) until the same ceases to be material
(or becomes so ascertainable or available); provided, however, that nothing in
this Section 11 shall

                                    Page -16-




<PAGE>

prevent the Officer, 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 12. No Effect on Employee Benefit Plans or Programs.

      Except to the extent specifically provided herein, the termination of the
Officer's employment during the Assurance Period or thereafter, whether by the
Bank or by the Officer, shall have no effect on the rights and obligations of
the parties hereto under the Bank'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 Bank from time to time; provided, however, that nothing in
this Agreement shall be deemed to duplicate any compensation or benefits
provided under any severance agreement, plan or program covering the Officer to
which the Bank or Company is a party and any duplicative amount payable under
any such agreement, plan or program shall be applied as an offset to reduce the
amounts otherwise payable hereunder. The Additional Termination Entitlements
provided hereunder, when due and payable or provided to the Officer, or in the
case of the Officer's death, to his or her estate, surviving dependants or
designated beneficiaries, as applicable, are acknowledged to be in lieu of any
benefits that would otherwise be provided under such circumstances pursuant to
the Bank's Severance Pay Plan, as amended, or Severance Compensation Plan, as
amended.

      Section 13. Successors and Assigns.

      This Agreement will inure to the benefit of and be binding upon the
Officer, the Officer's legal representatives and testate or intestate
distributees, and the Company and the Bank and their respective 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 or the Bank may be
sold or otherwise transferred. Failure of the Company to obtain from any
successor its express written assumption of the Company's or Bank's obligations
hereunder at least 60 days in advance of the scheduled effective date of any
such succession shall, if such succession constitutes a Change of Control,
constitute Good Reason for the Officer's resignation on or at any time during
the Term following the occurrence of such succession.

      Section 14. No Attachment.

      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, 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 15. Notices.

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

                                    Page -17-




<PAGE>

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 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 Officer:

            Anthony S. DiCostanzo
            3 Beechwood Court
            Dix Hills, New York 11746

      If to the Company or the Bank:

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

            Attention: Chairman, President and Chief Executive Officer

            with a copy to:

            Thacher Proffitt & Wood
            Two World Financial Center
            New York, New York 10281

            Attention: W. Edward Bright, Esq.

      Section 16. Indemnification for Attorneys' Fees.

      (a)   The Bank shall indemnify, hold harmless and defend the Officer
            against reasonable costs, including legal fees, incurred by him in
            connection with or arising out of any action, suit or proceeding in
            which he may be involved, as a result of the Officer's efforts, in
            good faith, to defend or enforce the terms of this Agreement;
            provided, however, that the Officer 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 Bank's obligations under this
            Agreement shall be conclusive evidence of the Officer's entitlement
            to indemnification under this Agreement, and any such
            indemnification payments shall be in addition to amounts payable
            pursuant to such settlement agreement, unless such settlement
            agreement expressly provides otherwise.

      (b)   The Bank's or the Company's obligation to make the payments provided
            for in this Agreement and otherwise to perform their respective
            obligations under this

                                    Page -18-




<PAGE>

            Agreement shall not be affected by any set-off, counterclaim,
            recoupment, defense or other claim, right or action which the Bank
            or the Company may have against the Officer or others. In no event
            shall the Officer be obligated to seek other employment or take any
            other action by way of mitigation of the amounts payable to the
            Officer under any of the provisions of this Agreement and such
            amounts shall not be reduced whether or not the Officer obtains
            other employment. Unless it is determined that the Officer has acted
            frivolously or in bad faith, the Bank shall pay as incurred, to the
            full extent permitted by law, all legal fees and expenses which the
            Officer may reasonably incur as a result of or in connection with
            the Officer's consultation with legal counsel or arising out of any
            action, suit, proceeding, tax controversy, appeal or contest
            (regardless of the outcome thereof) by the Bank, the Company, the
            Officer or others regarding the validity or enforceability of, or
            liability under, any provision of this Agreement or any guarantee of
            performance thereof (including as a result of any contest by the
            Officer about the amount of any payment pursuant to this Agreement),
            plus in each case interest on any delayed payment at the applicable
            Federal rate provided for in section 7872(f)(2)(A) of the Code.

      Section 17. Employment Rights and Funding Obligations.

      (a)   Nothing expressed or implied in this Agreement shall create any
            right or duty on the part of the Bank, the Company or the Officer to
            have the Officer continue as an officer of the Bank or the Company
            or to remain in the employment of the Bank, the Company.

      (b)   Nothing expressed or implied in this Agreement shall create any
            right or duty on the part of the Bank, the Company or the Officer to
            create a trust of any kind to fund any benefits which may be payable
            pursuant to this Agreement, and to the extent that the Officer
            acquires a right to receive benefits from the Bank or the Company
            pursuant to this Agreement, such right shall be no greater than the
            right of any unsecured general creditor of the Bank or the Company,
            respectively.

      Section 18. Withholding.

      The Bank or the Company, as applicable, shall have the right to deduct and
withhold from any amounts paid in cash pursuant to this Agreement by the Bank or
the Company, respectively, any taxes or other amounts required by law to be
withheld with respect to such payment.

      Section 19. Compliance with Section 409A of the Code.

      In the event that this Agreement is construed to be a non-qualified
deferred compensation plan described in section 409A of the Code, The Agreement
shall be operated, administered and construed so as to conform to the
requirements of section 409A.

      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.

                                    Page -19-




<PAGE>

      Section 21. Survival.

      The rights and obligations of the Bank, the Company and the Officer under
this Agreement, unless otherwise expressly provided in this Agreement, shall
survive the expiration of the term or other termination of this Agreement.

      Section 22. 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 23. Counterparts.

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

      Section 24. Governing Law.

      Except to the extent preempted by federal law, this Agreement shall be
governed by and construed and enforced 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 25. 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 26. 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 27. Required Regulatory Provisions.

      The following provisions are included for the purposes of complying with
various laws, rules and regulations applicable to the Bank:

      (a)   Notwithstanding anything herein contained to the contrary, in no
            event shall the aggregate amount of compensation payable to the
            Officer on account of the Officer's termination of employment exceed
            three times the Officer's average annual total

                                    Page -20-




<PAGE>

            compensation for the last five consecutive calendar years to end
            prior to the Officer's termination of employment with the Bank (or
            for the Officer's entire period of employment with the Bank if less
            than five calendar years).

      (b)   Notwithstanding anything herein contained to the contrary, any
            payments to the Officer by the Bank, 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
            ("FDI Act"), 12 U.S.C. Section 1828(k), and any regulations
            promulgated thereunder.

      (c)   Notwithstanding anything herein contained to the contrary, if the
            Officer is suspended from office and/or temporarily prohibited from
            participating in the conduct of the affairs of the Bank pursuant to
            a notice served under section 8(e)(3) or 8(g)(1) of the FDI Act, 12
            U.S.C. Section 1818(e)(3) or 1818(g)(1), the Bank's obligations
            under this Agreement shall be suspended as of the date of service of
            such notice, unless stayed by appropriate proceedings. If the
            charges in such notice are dismissed, the Bank, in its discretion,
            may (i) pay to the Officer all or part of the compensation withheld
            while the Bank's obligations hereunder were suspended and (ii)
            reinstate, in whole or in part, any of the obligations which were
            suspended.

      (d)   Notwithstanding anything herein contained to the contrary, if the
            Officer is removed and/or permanently prohibited from participating
            in the conduct of the Bank's affairs by an order issued under
            section 8(e)(4) or 8(g)(1) of the FDI Act, 12 U.S.C. Section
            1818(e)(4) or (g)(1), all prospective obligations of the Bank under
            this Agreement shall terminate as of the effective date of the
            order, but vested rights and obligations of the Bank and the Officer
            shall not be affected.

      (e)   Notwithstanding anything herein contained to the contrary, if the
            Bank is in default (within the meaning of section 3(x)(1) of the FDI
            Act, 12 U.S.C. Section 1813(x)(1), all prospective obligations of
            the Bank under this Agreement shall terminate as of the date of
            default, but vested rights and obligations of the Bank and the
            Officer shall not be affected.

      (f)   Notwithstanding anything herein contained to the contrary, all
            prospective obligations of the Bank hereunder shall be terminated,
            except to the extent that a continuation of this Agreement is
            necessary for the continued operation of the Bank: (i) by the
            Director of the Office of Thrift Supervision ("OTS") or his designee
            or the Federal Deposit Insurance Corporation ("FDIC"), at the time
            the FDIC enters into an agreement to provide assistance to or on
            behalf of the Bank under the authority contained in section 13(c) of
            the FDI Act, 12 U.S.C. Section 1823(c); (ii) by the Director of the
            OTS or his designee at the time such Director or designee approves a
            supervisory merger to resolve problems related to the operation of
            the Bank or when the Bank is determined by such Director to be in an
            unsafe or unsound condition. The vested rights and obligations of
            the parties shall not be affected.

If and to the extent that any of the foregoing provisions shall cease to be
required or by applicable law, rule or regulation, the same shall become
inoperative as though eliminated by formal

                                    Page -21-




<PAGE>

amendment of this Agreement. None of the foregoing provisions, other than
Section 27(b) shall limit any obligations of the Company under this Agreement.

      Section 28. Guaranty.

      The Company hereby irrevocably and unconditionally guarantees to the
Officer the payment of all amounts, and the performance of all other
obligations, due from the Bank in accordance with the terms of this Agreement as
and when due without any requirement of presentment, demand of payment, protest
or notice of dishonor or nonpayment. Solely for purposes of determining the
extent of the Company's guarantee, the obligations of the Bank under this
Agreement shall be determined as though Section 27(a), (c), (d), (e) and (f) did
not apply to the Bank.

      IN WITNESS WHEREOF, the Bank and the Company have caused this Agreement to
be executed and the Officer has hereunto set the Officer's hand, all as of the
day and year first above written.

                                               /S/ Anthony S. DiCostanzo
                                               ---------------------------------
                                               ANTHONY S. DICOSTANZO

Attest:                                        ASTORIA FEDERAL SAVINGS AND LOAN
                                               ASSOCIATION

By:    /S/ Alan P. Eggleston                   By: /S/ George L. Engelke, Jr.
       -------------------------------------       -----------------------------
Name:  Alan P. Eggleston                           Name:  George L. Engelke, Jr.
Title: Executive Vice President, Secretary         Title: Chairman, President
       and General Counsel                                and Chief Executive
                                                          Officer

Attest:                                        ASTORIA FINANCIAL CORPORATION

By:    /S/ Alan P. Eggleston                   By: /S/ George L. Engelke, Jr.
       -------------------------------------       -----------------------------
Name:  Alan P. Eggleston                           Name:  George L. Engelke, Jr.
Title: Executive Vice President, Secretary         Title: Chairman, President
       and General Counsel                                and Chief Executive
                                                          Officer

                                    Page -22-



</TEXT>
</DOCUMENT>
