Exhibit
10.6

    
      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 Gerard C. Keegan, an individual residing at 89 Eleventh
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 V. Lavery

                	 
      	
                  By: 

                	
                  /S/ Monte N. Redman

                
	
                  Name:  Thomas
      E. Lavery

                	 
      	
                  Name: 
      Monte N. Redman

                
	 
      	 
      	
                  Title:   
      President and Chief Operating Officer

                
	 
      	 
      	 
      
	
                  [Seal]

                	 
      	
                  /S/ Gerard C. Keegan

                
	 
      	 
      	
                  Gerard
      C. Keegan.

                


        

      

       

      
        
          
          

        

        
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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 Gerard
C. Keegan, 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 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

       

      
        
          
          

        

        
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