Exhibit
10.4

    AMENDMENT
NO. 1 TO AMENDED AND RESTATED

    EMPLOYMENT
AGREEMENT

     

    This
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”)
is made and entered into as of April 21, 2010 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 Monte N. Redman, an individual residing at 69 Third Street,
Garden City, New York 11530 (the “Executive”).

     

    Witnesseth:

     

    Whereas,
the Executive and the Association are parties to an Employment Agreement entered
into on January 1, 1996 (the “Initial Effective Date”), amended and restated on
January 1, 2000, further amended as of August 15, 2007 and amended and restated
again as of January 1, 2009 (such agreement, as amended and restated through
January 1, 2009, the “Prior Agreement”); and

     

    Whereas,
the Executive and the Association wish to further amend and modify the Prior
Agreement pursuant to Section 25 thereof;

     

    Now,
Therefore, in consideration of the premises and the mutual covenants and
conditions hereinafter set forth, the Association and the Executive hereby agree
as follows:

     

    
      	
              1.

            	
              Section
      2(a) and (b) of the Prior Agreement shall be amended to read in its
      entirety as follows:

            


    

     

    (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”). The Employment Period shall be for an initial term
of three years beginning on the Initial Effective Date and ending on the third
anniversary date of the Effective Date, plus such extensions, if any, as are
provided by the Board of Directors of the Association (the “Board”) as provided
below. Prior to the first anniversary of the date of this Agreement and on each
anniversary date thereafter (each an “Anniversary Date), the Board shall review
the terms of this Agreement and the Executive’s performance of services
hereunder and may, in the absence of objection from the Executive, approve an
extension of the Employment Period. In such event, the Employment Period shall
be extended to the third anniversary of the relevant Anniversary Date (or, if
earlier the Executive’s seventy-fifth (75th)
birthday.  In no event shall any extension cause the Employment Period
to end later than the Executive’s seventy-fifth (75th)
birthday.  Unless sooner terminated by non-extension, the Employment
Period will end automatically, without the requirement of any notice or other
action, on the Executive’s seventy-fifth (75th)
birthday.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)       
  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 the earlier of (i) the Anniversary Date on which the Employment
Period (as extended pursuant to Section 2(a) of this Agreement) is then
scheduled to expire and (ii) the Executive’s seventy-fifth (75th)
birthday.

     

    
      	
              2.

            	
              Section
      6(b) of the Prior Agreement shall be amended to read in its entirety as
      follows:

            


    

     

    (b)      
   To the maximum extent permitted under applicable law, during
the Employment Period and for the maximum period allowed under applicable law
thereafter, the Association shall indemnify the Executive against, and hold him
harmless from any costs, liabilities, losses and exposures for acts or omissions
in connection with service as an officer or director of the Association or
service in other capacities at the request of the Association, to the fullest
extent and on the most favorable terms and conditions that similar
indemnification is offered to any director or officer of the Association or any
subsidiary or affiliate thereof.  No provision in this Agreement nor
any termination or expiration of this Agreement is intended to authorize the
elimination or impairment of any right to indemnification or to advancement of
expenses arising under a provision of the charter or a bylaw of the Association
by amendment to such a provision after the occurrence of an act or omission that
is the subject of an action, suit or proceeding for which indemnification is
sought.

     

    
      	
              3.

            	
              Subparagraph
      (V) of the provision for determination of the “SEVLS” component of the DB
      Severance Payment under section 9(b)(v) of the Prior Agreement shall be
      amended to read in its entirety as
follows:

            


    

     

    (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) that constitute base salary;

     

    (2)           the
Salary Severance Payment;

     

    (3)           the
Option Surrender Payment; and

     

    (4)           the
RRP Surrender Payment.

     

    
      	
              4.

            	
              Section
      9(b)(vii) of the Prior Agreement shall be amended by deleting the variable
      “AP” from the equation therein, deleting the definition of “AP” therein
      and amending the definition of “TIO” therein to read in its entirety as
      follows:

            


    

     

    
      
         


      

      
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    “TIO” is
the 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 in effect at the time immediately prior to the Executive’s termination of
employment with the Association; provided, however, that in
the event of the Executive’s voluntary resignation pursuant to Section 9(a)(i)
above following written notice of a reduction in the Executive’s target
incentive opportunity that results in or contributes to a material adverse
effect on the aggregate value of the Executive’s total compensation package,
that is the basis for such resignation under Section 9(a)(i)(D) above, “TIO” is
the target incentive opportunity in effect at the time immediately prior to the
reduction that is the subject of such written notice; and

     

    
      	
              5.

            	
              The
      Prior Agreement shall be amended to remove Section 30
      therefrom.

            


    

     

    
      	
              6.

            	
              Each
      reference to the “Remaining Unexpired Employment Period” in the Prior
      Agreement under Section 9(b) shall be amended to provide that the
      Remaining Unexpired Employment Period is expressed as a number of years
      and fractions of years.

            


    

     

    
      	
              7.

            	
              Each
      reference to “Thacher Proffitt & Wood LLP” in the Prior Agreement,
      whether with or without the LLP designation, shall be replaced by a
      reference to “Sonnenschein Nath & Rosenthal
  LLP.”

            


    

     

    
      	
              8.

            	
              Except
      as specifically provided herein, the provisions of the Prior Agreement
      shall continue in full force and
effect.

            


    

     

    
      
         


      

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

     

    
      
        	
                ATTEST:

              	 
      	
                Astoria
      Federal Savings And Loan

                Association

              
	 
      	 
      	 
      	 
      
	
                /S/ Thomas E. Lavery

              	 
      	
                By:

              	
                /S/ Alan P. Eggleston

              
	
                Name:  Thomas
      E. Lavery

              	 
      	
                Name:

              	
                Alan
      P. Eggleston

              
	 
      	 
      	
                Title:

              	
                Executive
      Vice President, Secretary
and General Counsel

              
	 
      	 
      	 
      	 
      
	
                [Seal]

              	 
      	
                /S/ Monte N. Redman

              
	 
      	 
      	
                Monte
      N. Redman.

              


      

    

     

    
      
         


      

      
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              STATE
      OF NEW YORK

            	
              )

            
	 
      	
              )      ss.:

            
	
              COUNTY
      OF NASSAU

            	
              )

            


    

    


    On this
21st day of April, 2010 before me, the undersigned, personally appeared Monte N.
Redman, 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/ Marygrace Farruggia

            	 
      
	
              Name:
      Marygrace Farruggia

            	 
      
	
              Notary
      Public, State of New York

            	 
      
	
              No.
      4998931

            	 
      
	
              Qualified
      in Suffolk County

            	 
      
	
              Commission
      Expires: July 13, 2010

            	 
      


    

    


    
      	
              STATE
      OF NEW YORK

            	
              )

            
	 
      	
              )      ss.:

            
	
              COUNTY
      OF NASSAU

            	
              )

            


    

    


    On this
21st day of April, 2010 before me, the undersigned, personally appeared Alan P.
Eggleston, 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/ Marygrace Farruggia

            	 
      
	
              Name:
      Marygrace Farruggia

            	 
      
	
              Notary
      Public, State of New York

            	 
      
	
              No.
      4998931

            	 
      
	
              Qualified
      in Suffolk County

            	 
      
	
              Commission
      Expires: July 13, 2010

            	 
      


    

     

    
      
         


      

      
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