ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION
EMPLOYMENT AGREEMENT WITH GERARD C. KEEGAN
This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of March 29, 1997, by and
between ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION, a savings institution 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 ("Association") and GERARD C. KEEGAN, an individual ("Executive").
WHEREAS, the Association is a wholly owned subsidiary of Astoria Financial Corporation ("Company"), a
publicly held business corporation organized and operating under the laws of the State of Delaware; and
WHEREAS, the Association desires to assure for itself the availability of the Executive's services and the ability
of the Executive to perform such services with a minimum of personal distraction in the event of a pending or
threatened Change of Control (as hereinafter defined); and
WHEREAS, the Executive is willing to serve the Association on the terms and conditions hereinafter set forth;
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:
SECTION 1. EMPLOYMENT.
The Association agrees to employ the Executive, and the Executive hereby agrees to such employment, during
the period and upon the terms and conditions set forth in this Agreement.
SECTION 2. EMPLOYMENT PERIOD; REMAINING UNEXPIRED EMPLOYMENT PERIOD.
(a) The terms and conditions of this Agreement shall be and remain in effect during the period of employment
established under this section
2 ("Employment Period"). The Employment Period shall be for an initial term of three years beginning on the
Effective Date of this Agreement as provided in section 28 ("Effective Date"). Prior to the first anniversary of the
Effective Date of this Agreement and on each anniversary date thereafter (each, an "Anniversary Da