Exhibit 4.3


 





 


Form of Note


 


THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO IN THIS SECURITY AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR ITS NOMINEE. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE OR A SUCCESSOR OF SUCH DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR AND NO SUCH TRANSFER
MAY BE REGISTERED, EXCEPTED IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED
UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING,
EXCEPT IN SUCH LIMITED CIRCUMSTANCES.


 


UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE,
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS NOTE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITARY OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


THIS NOTE IS AN UNSECURED
SENIOR DEBT OBLIGATION OF ASTORIA FINANCIAL CORPORATION. THIS NOTE IS NOT A DEPOSIT OR SAVINGS ACCOUNT AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 




    	 



     


    

 


ANY PURCHASER OR HOLDER
OF THE NOTES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS ACQUISITION OF THE NOTES THAT EITHER (1) IT IS NOT
A PENSION, PROFIT-SHARING OR OTHER EMPLOYEE BENEFIT PLAN (EACH, A “PLAN”) SUBJECT TO THE U.S. EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS”
BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY (A “PLAN ASSET ENTITY”) OR AN EMPLOYEE BENEFIT PLAN THAT
IS A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA), A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA) OR A NON-U.S.
PLAN (AS DESCRIBED IN SECTION 4(B)(4) OF ERISA) (EACH, A “NON-ERISA ARRANGEMENT”) AND IS NOT PURCHASING THE
NOTES ON BEHALF OF OR WITH THE ASSETS OF ANY PLAN, PLAN ASSET ENTITY OR NON-ERISA ARRANGEMENT OR (2) THE ACQUISITION OF THE NOTES
WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE U.S. INTERNAL REVENUE
CODE OF 1986, AS AMENDED, OR A SIMILAR VIOLATION UNDER ANY OTHER APPLICABLE FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS.


 


ANY PURCHASER OR HOLDER
OF THE NOTES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS ACQUISITION OF THE NOTES THAT, IF IT IS OR IS ACTING
ON BEHALF OF, A PLAN ASSET ENTITY, (A) THE PLAN ASSET ENTITY IS REPRESENTED BY AN INDEPENDENT FIDUCIARY THAT IS A BANK, INSURANCE
CARRIER, REGISTERED INVESTMENT ADVISER, REGISTERED BROKER-DEALER OR AN INDEPENDENT FIDUCIARY WITH AT LEAST $50 MILLION OF ASSETS
UNDER MANAGEMENT OR CONTROL, IN EACH CASE WITHIN THE MEANING OF 29 C.F.R. 2510.3-21, (B) SUCH INDEPENDENT FIDUCIARY HAS EXERCISED
INDEPENDENT JUDGEMENT IN EVALUATING WHETHER TO PURCHASE THIS NOTE AND (C) THE INDEPENDENT FIDUCIARY IS CAPABLE OF EVALUATING
INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND WITH RESPECT TO THIS NOTE. EACH PURCHASER OR HOLDER OF THE NOTES OR ANY INTEREST
THEREIN WILL BE DEEMED TO HAVE ACKNOWLEDGED BY ITS ACQUISITION OF THE NOTES THAT (A) NEITHER ASTORIA FINANCIAL CORPORATION NOR
THE UNDERWRITERS ARE UNDERTAKING TO PROVIDE IMPARTIAL INVESTMENT ADVICE, OR TO GIVE ADVICE IN ANY FIDUCIARY CAPACITY, IN CONNECTION
WITH ITS INVESTMENT IN THIS NOTE AND (B) THE PROSPECTUS SUPPLEMENT AND THE INDENTURE FAIRLY INFORMS SUCH FIDUCIARY OF THE EXISTENCE
AND NATURE OF THE FINANCIAL INTERESTS OF ASTORIA FINANCIAL CORPORATION, THE UNDERWRITERS AND OTHER PARTIES.


 




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CUSIP No. 046265 AG9


 


ASTORIA FINANCIAL CORPORATION


3.500% SENIOR NOTES DUE 2020


 


	No. 1	$200,000,000


 


ASTORIA
FINANCIAL CORPORATION, a Delaware corporation (the “Company”), for value received, herein promises to pay
to CEDE & CO., or its registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS ($200,000,000), or such lesser
amount as is indicated in the records of the Trustee and the Depositary, on June 8, 2020.


 


Interest Payment Dates:
June 8 and December 8 of each year, commencing on December 8, 2017.


 


Record
Dates: June 1 and December 1.


 


Reference is made to the further provisions
of this Note contained herein, which further provisions shall for all purposes have the same effect as if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof or an Authenticating Agent by the manual signature of
one of their respective authorized signatories, this Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


	 	Astoria Financial Corporation
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities
of the Series designated therein referred to in the within-mentioned Indenture.


 


	Dated: ____ __, ____	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	as Trustee


 


	 	By:	 
	 	 	Authorized Signatory


 




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(Reverse of Note)


 


Astoria Financial Corporation


3.500% Senior Notes due 2020


 


Capitalized terms used herein shall have
the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


1.           Interest.
Astoria Financial Corporation (the “Company”), a Delaware corporation, promises to pay interest on the
Principal Amount of this Note at 3.500% per annum from June 8, 2017 until maturity. The Company shall pay interest
semi-annually in arrears on June 8 and December 8 of each year, or if any such day is not a Business Day, on
the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue
from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided,
that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding
Interest Payment Date; provided, further, that the first Interest Payment Date shall be December 8.
Interest will be computed on the basis of a 360-day year of twelve 30-day months and interest for any partial period shall be
computed on the basis of a 360-day year of twelve 30-day months and the number of days elapsed in any partial month.


 


2.           Method
of Payment. The Company will pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business
on the June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in Section 2.19 of the Indenture (as herein defined)
with respect to defaulted interest. If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then
the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business
Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue
as a result of such delay. For Notes held in definitive form, payments of interest may be made, at the Company’s option,
by (i) mailing a check for such interest payable to or upon the written order of the Person entitled thereto, to the address of
such Person as it appears on the Security Register or (ii) transfer to an account maintained by the payee located inside the United
States. For Notes held in global form, payments shall be made through the Depositary, or its nominee, as the registered owner of
the Notes. All such payments shall be in such coin or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


 


3.           Paying
Agent and Registrar. Initially, Wilmington Trust, National Association, the Trustee under the Indenture, will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.


 




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4.           Indenture.
This Note is one of the 3.500% Senior Notes due 2020 (the “Notes”) issued under the Indenture, dated as of
June 8, 2017 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to
a particular series of debt securities, the “Base Indenture” and, as amended, modified and supplemented
by the First Supplemental Indenture, dated as of June 8, 2017, the “Indenture”), by and between the
Company and the Trustee. This Note is a “Global Security” and the Notes are “Global Securities” under
the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference
to the TIA as in effect on the date on which the Indenture was qualified under the TIA. The Notes are subject to all such
terms, and Holders of the Notes are referred to the Indenture and the TIA for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern
and be controlling.


 


5.           Optional
Redemption. The Notes may be redeemed at any time on or after the date that is 30 days prior to the maturity date at the option
of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at a price equal to 100% of the
Principal Amount of the Notes to be redeemed plus accrued and unpaid interest on the Principal Amount of the Notes being redeemed
to the Redemption Date. In addition to the Company’s right to redeem the Notes as provided in the Indenture, the Company
may at any time and from time to time purchase Notes in open market transactions, tender offers or otherwise.


 


6.           Notice
of Redemption. Notice of redemption will be mailed, by first class mail, at least 30 days but not more than 60 days before
the Redemption Date to each Holder whose Notes are to be redeemed at its registered address; provided that redemption notices may
be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or
a satisfaction and discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. Notes to be redeemed shall, on the Redemption
Date, become due and payable at the redemption price, and from and after such date (unless the Company shall default in the payment
of the redemption price) such Notes shall cease to bear interest. The Company shall deposit with the Trustee or with the Paying
Agent, one Business Day prior the Redemption Date, money sufficient to pay the redemption price on all Notes to be redeemed on
that date.


 


7.           Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company and the
Registrar need not exchange or register the transfer of any Note selected for redemption, in whole or in part, except for the unredeemed
portion of any Note being redeemed in part. The Company need not exchange or register the transfer of any Notes for a period of
15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest
Payment Date.


 




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8.           Persons
Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.


 


9.          Amendment,
Supplement and Waiver. The Base Indenture permits, with certain exceptions as therein provided, the Company and the Trustee
to enter into one or more Supplemental Indentures without notice to any Holder but with the written consent of the Holders of 66
2/3% in Principal Amount of the Securities of each Series then Outstanding (including consents obtained in connection with a tender
offer or exchange for the Securities) affected by such Supplemental Indenture. In addition, the Base Indenture permits the Company
and the Trustee to enter into one or more Supplemental Indentures without the consent of any Holder for certain specified purposes
as therein provided, including: to cure any ambiguity or correct or supplement any provision contained in the Base Indenture, in
any Supplemental Indenture or in any Securities that may be defective or inconsistent with any other provision contained therein;
to add additional covenants or restrictions for the protection of the Holders; to evidence the succession of another Person to
the Company pursuant to Article V of the Base Indenture and the assumption by such successor of the Company’s covenants,
agreements and obligations in the Base Indenture and in the Securities; to modify the Base Indenture in such a manner as to permit
the qualification of the Base Indenture or any Supplemental Indenture under the TIA; to make any change that does not adversely
affect the rights of any Holder; and to establish the form or terms of Securities of any Series pursuant to Section 2.4 of the
Base Indenture. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities of each Series at the time Outstanding, on behalf of the Holders of all Securities of such Series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


10.         Defaults
and Remedies. If any Event of Default, other than an Event of Default relating to bankruptcy, insolvency, reorganization or
similar events of the Company, with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in
Principal Amount of the then outstanding Notes may declare the Principal Amount of all the Notes and interest accrued thereon to
be due and payable immediately. If an Event of Default relating to bankruptcy, insolvency, reorganization or similar events of
the Company shall occur, the Principal Amount of the Notes and interest accrued thereon will become immediately due and payable
without any declaration or other action on the part of the Trustee or any Holder. Holders of the Notes may not enforce the Indenture
or the Notes except as provided in the Indenture. The Trustee may withhold from Holders of the Notes notice of any continuing Default
or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Indenture permits, subject to certain limitations therein provided, Holders of not
less than a majority in aggregate Principal Amount of the then Outstanding Securities of any Series to direct the time, method
and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee, with respect to the Securities of such Series. The Holders of a majority in aggregate Principal Amount of the then
outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default
or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of
the principal of or interest on the Notes or in respect of a covenant or provision of the Indenture which cannot be amended or
modified without the consent of all Holders of the Notes.


 




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11.         Trustee
Dealings with Company. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may
otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not the Trustee.


 


12.         Discharge
and Defeasance. Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of its obligations
under the Notes and the Indenture if the Company deposits with the Trustee cash in United States dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay and discharge the entire indebtedness on the outstanding Notes for principal, premium, if
any, and accrued interest, to the date of maturity or redemption, as the case may be.


 


13.         No
Recourse Against Others. No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in this
Note, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, shareholder, employee,
officer, or director, as such, past, present or future, of the Company, either directly or through the Company, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that the Indenture, this Note and the obligations issued hereunder are solely obligations of the Company, and that no
such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, shareholders, employees, officers
or directors, as such, of the Company, or any of them, because of the creation of the indebtedness hereby authorized, or under
or by reason of the obligations, covenants or agreements contained in the Indenture or in any Security or implied therefrom; and
that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute
or otherwise, of, and any and all such rights and claims against, every such incorporator, shareholder, employee, officer or director,
as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in the Indenture or in any Security or implied therefrom, are hereby expressly waived and released as a condition
of, and as a consideration for the issuance of the Notes.


 


14.         Authentication.
This Note shall not be valid until authenticated by the manual signature of the Trustee or an Authenticating Agent.


 


15.         Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian),
and U/G/M/A (= Uniform Gifts to Minors Act). Additional abbreviations may also be used though not in the above list.


 




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16.         CUSIP
Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company
has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


 


17.         Available
Information. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests
may be made to:


 


Astoria Financial Corporation


One Astoria Bank Plaza


Lake Success, New York 11042


Attention: General Counsel


 


18.         Counterparts.
This Note may be executed by one or more of the parties to this Note on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.


 


19.         Governing
Law. THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 




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Assignment Form


 


	To assign this Note, fill in the form below:  (I) or (we) assign and transfer this Note to
	 
	(Insert assignee’s Social Security or Tax Identification number)
	 
	 
	 
	 
	(Print or type assignee’s name, address and zip code)
	 
	and irrevocably appoint	 	to transfer this Note
	on the books of the Company.  The agent may substitute another to act for him.
	 


 


Date:______________________


 


	 	Your signature:___________________________ 
	 	(Sign exactly as your name appears on the face of this Note)
	 	 
	 	Tax Identification No.:  __________________ 
	 	SIGNATURE GUARANTEE:
	 	 
	 	 
	 	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 




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Schedule of
Exchanges of Interests in the Global Note *


 


The following exchanges
of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been made:


 


	Date of

Exchange	 	Amount of

decrease in

Principal 

Amount of this

Global Note	 	Amount of

increase in

Principal

Amount of this

Global Note 	 	Principal

Amount of this

Global Note

following such

decrease

(or increase)	 	Signature of

authorized

signatory of

Trustee or

Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


*This schedule should be included only if the Note is issued
in global form.


 




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