Exhibit
10.19

    AMENDMENT
NO. 1 TO AMENDED AND RESTATED

    CHANGE
OF CONTROL SEVERANCE AGREEMENT

    


    This
AMENDMENT NO. 1 TO AMENDED AND RESTATED CHANGE OF
CONTROL SEVERANCE AGREEMENT (the “Amendment”) is made and entered into as of
April 21, 2010 by and among Astoria
Financial Corporation, a business corporation organized and operating
under the laws of the State of Delaware and having an office at One Astoria
Federal Plaza, Lake Success, New York 11042-1085 (the “Company”), 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
"Association"), and William J. Mannix, Jr., an individual residing at 3 Sean
Michael Court, Farmingdale, New York 11735 (the "Officer").

    


    Witnesseth:

    


    Whereas,
the Officer and the Company are parties to an AMENDED AND RESTATED CHANGE OF
CONTROL SEVERANCE AGREEMENT as of January 1, 2009, (the “Prior Agreement”);
and

    


    Whereas,
the Officer and the Company wish to further amend and modify the Prior Agreement
pursuant to Section 26 thereof;

    


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

     

    
      	
              1.

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

            


    

    


    (i) the
Association shall provide for a period of two years following the date of the
Officer's discharge or, if less, the period from date of the Officer's discharge
to the Initial Expiration Date provided, however, that the
Association has previously notified the Officer pursuant to Section 1(a)(ii)(A)
(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 Association) 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 Association, 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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              2.

            	
              Section
      6(b)(iii) 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:

            


    

     

    “TIO” is
the target incentive opportunity (expressed as a percentage of base salary)
established by the Compensation Committee of the Board of Directors of the
Association for the Officer pursuant to the Association’s Annual Incentive Plan
for Select Executives for the year in which the employment of the Officer by the
Association terminates or, if no target incentive opportunity is established by
the Compensation Committee of the Board of Directors of the Association for such
year with respect to the Officer, then the highest of the target incentive
opportunity established by the Compensation Committee of the Board of Directors
of the Association 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;

    


    
      	
              3.

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

            


    

    


    (a)           To
the maximum extent permitted under applicable law, from and after the effective
date of a Change of Control, the Association 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, for acts or omissions in connection with
service as an officer of the Association or service in other capacities at the
request of the Association or the Company 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
Association or the Company, as applicable, and as then permitted under
applicable law. 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 certificate of incorporation or a bylaw of the Company or the Charter and
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.


    
      
         


      

      
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              4.

            	
              The
      Prior Agreement shall be amended to remove Section 29
      therefrom.

            


    

    


    
      	
              5.

            	
              Each
      reference to “NY” in the Prior Agreement under Section 6(b) shall be
      amended to provide that NY is the Assurance Period expressed as a number
      of years and fractions of years.

            


    

    


    
      	
              6.

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

            


    

    


    
      	
              7.

            	
              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 Company has caused this Amendment to be executed and the
Officer has hereunto set his or her hand, all as of the day and year first above
written.

    


    
      
        	
                ATTEST:

              	 
      	
                Astoria
      Financial Corporation

              
	 
      	 
      	 
      
	
                 /S/ Alan P. Eggleston

              	 
      	
                By:

              	
                /S/ Monte N. Redman

              
	
                Name:  Alan
      P. Eggleston

              	 
      	
                Name:
      Monte N. Redman

              
	 
      	 
      	
                Title:  
      President and Chief Operating Officer

              
	 
      	 
      	 
      	 
      
	
                ATTEST:

              	 
      	
                Astoria
      Federal Savings and Loan Association

              
	 
      	 
      	 
      	 
      
	
                 /S/ Alan P. Eggleston

              	 
      	
                By:

              	
                /S/ Monte N. Redman

              
	
                Name:  Alan
      P. Eggleston

              	 
      	
                Name:
      Monte N. Redman

              
	 
      	 
      	
                Title:  
      President and Chief Operating Officer

              
	 
      	 
      	 
      
	
                [Seal]

              	 
      	
                 /S/ William J.
  Mannix

              
	 
      	 
      	
                William
      J. Mannix, Jr.

              


      

    

    


    
      
        
          
            
              
                	
                         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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5

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    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 William
J. Mannix, Jr., 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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