ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT WITH EXECUTIVE OFFICER
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made and entered
into as of January 1, 2000 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").
WHEREAS, the Executive currently serves the Association in the capacity of Vice Chairman and Chief
Administrative Officer and as Vice Chairman and Chief Administrative Officer of the Association's savings and
loan holding company, ASTORIA FINANCIAL CORPORATION, a publicly held business corporation
organized and operating pursuant to the laws of the State of Delaware (the "Company"); and
WHEREAS, the Executive currently has an Employment Agreement with the Association dated March 29, 1997,
including Amendment No.1 thereto, which the Executive and the Association wish to amend and modify; and
WHEREAS, the Association desires to assure for itself the continued 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 continue to serve the Association on the terms and conditions hereinafter
NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions hereinafter set
forth, the Association and the Executive hereby amend and restate in its entirety the Employment Agreement by
and between the Association and the Executive dated as of March 29, 1997 so as to provide as follows from
and after the date hereof:
Section 1. Employment.