Exhibit
10.5

    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
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”), and Gerard C.
Keegan, an individual residing at 89 Eleventh Street, Garden City, New York
11530 (the “Executive”).

    


    Witnesseth:

    


    Whereas,
the Executive and the Company are parties to an Employment Agreement entered
into on March 29, 1997 (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 Company 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 Company and the Executive hereby agree as
follows:

    


    
      
        	
                1.

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

              


      

    

    


    (b)           Beginning
on the Initial Effective Date, the Employment Period shall automatically be
extended for one (1) additional day each day until the Executive attains the age
of seventy-two (72), unless either the Company or the Executive elects not to
extend the Agreement further by giving written notice to the other party, in
which case the Employment Period shall end on the day before the third
anniversary of the date on which such written notice is given.  When
the Executive attains the age of seventy-two (72), the daily extensions will
cease automatically without notice or other action, the Employment Period shall
be for a fixed term of three years, thereafter, and this Agreement will expire
when the Executive attains the age of seventy-five (75).  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:

    


    (i)           if
extensions have ceased in accordance with this Section 2(b), the day before the
third anniversary of the date on which extensions were discontinued;
and

    


    (ii)           in
all other cases, the day before the third anniversary of the date as of which
the Remaining Unexpired Employment Period is being determined.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Upon
termination of the Executive's employment with the Company for any reason
whatsoever, any daily extensions provided pursuant to this Section 2(b), if not
previously discontinued, shall automatically cease.

    


    
      	
              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 Company
shall indemnify the Executive against, and hold him or her harmless from, any
costs, liabilities, losses and exposures for acts or omissions in connection
with service as an officer or director of the Company or service in other
capacities at the request of the Company, to the fullest extent and on the most
favorable terms and conditions that similar indemnification is offered to any
director or officer of the Company 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 certificate of incorporation or a bylaw of the Company
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 Company; 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.

            	
              Section
      26 of the Prior Agreement shall be amended to read in its entirety as
      follows:

            


    

    


    Section
26.       Guarantee.

    


    The
Company hereby agrees to guarantee the payment by the Association of any
benefits and compensation to which the Executive is or may be entitled to under
the terms and conditions of the Amended and Restated Employment Agreement dated
as of the 1st day of January, 2009 between the Association and the Executive, as
amended by Amendment No. 1.

    


    
      	
              6.

            	
              The
      Prior Agreement shall be amended to remove Section 33
      therefrom.

            


    

    


    
      	
              7.

            	
              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.

            


    

    


    
      	
              8.

            	
              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”.

            


    

    


    
      	
              9.

            	
              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 Executive has hereunto set his or her hand, all as of the day and year first
above written.

    


    
      
        	
                ATTEST:

              	 
      	
                Astoria
      Financial Corporation

              
	 
      	 
      	 
      
	
                /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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