UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington,
D.C. 20549

FORM 10-K/A

Amendment No. 1 to Form 10-K



(Mark
One)



| | x | Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
| | - | ------------------------------------------------------------------------------------



For the fiscal year ended December
31, 2016



| |  ̈ | Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
| | - | ----------------------------------------------------------------------------------------



Commission File Number  001-11967



ASTORIA
FINANCIAL CORPORATION

(Exact name of registrant as specified in
its charter)



|Delaware                                                           |  |            |  | 11-3170868                                          
|------------------------------------------------------------------ |  | ---------- |  | ----------------------------------------------------
|(State or other
    jurisdiction of incorporation or organization) |  |            |  | (I.R.S. Employer Identification Number)             
|                                                                   |  |            |  |                                                     
|One Astoria Bank Plaza, Lake Success, New York                     |  | 11042-1085 |  | (516) 327-3000                                      
|(Address of principal executive offices)                           |  | (Zip code) |  | (Registrant’s telephone number, including area code)



Securities
registered pursuant to Section 12(b) of the Act:



|Title of each class                                                                                                                   |  | Name of each exchange on which registered
|------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------
|Common Stock, par value $0.01 per share                                                                                               |  | New York Stock Exchange                  
|Depositary
        Shares, each representing a 1/40th interest in a share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series C |  | New York Stock Exchange                  



Securities
registered pursuant to Section 12(g) of the Act: None



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES x
NO  ̈



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  YES  ̈
NO x



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES x NO  ̈



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files).YES x
NO  ̈



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. x



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2
of the Exchange Act).



Large accelerated filer x
Accelerated Filer  ̈ Non-accelerated filer  ̈
Smaller reporting company  ̈



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES  ̈ NO
x



The aggregate market value of Common Stock
held by non-affiliates of the registrant as of June 30, 2016, based on the closing price for a share of the registrant’s
Common Stock on that date as reported by the New York Stock Exchange, was $1.50 billion.



The number of shares of the registrant’s
Common Stock outstanding as of March 31, 2017 was 101,731,174 shares.











FORM
10-K/A



EXPLANATORY NOTE



This Amendment No. 1 to the Annual Report
of Astoria Financial Corporation on Form 10-K/A, or this Form 10-K/A, amends our Annual Report on Form 10-K for the year ended
December 31, 2016, which was originally filed with the Securities and Exchange Commission, or SEC, on February 28, 2017, or the
Original Form 10-K. This Form 10-K/A is being filed for the sole purpose of providing information required by Part III of Form
10-K that was not included in the Original Form 10-K. The Part III information may be incorporated by reference from our definitive
proxy statement, or if such proxy statement is not filed with the SEC within 120 days after the end of our fiscal year, such information
may be included in an amendment to the Form 10-K.



Except as expressly noted herein, this
Form 10-K/A does not modify or update in any way the disclosures made in the Original Form 10-K and does not reflect events occurring
after the filing of the Original Form 10-K.



As used in this Form 10-K/A, “AFC,”
“Astoria,” “we,” “us” and “our” refer to Astoria Financial Corporation and its
consolidated subsidiaries, principally Astoria Bank, or the Bank, formerly known as Astoria Federal Savings and Loan Association.



1







PART III



| | ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
| | -------- | ------------------------------------------------------



Directors and Executive Officers



The following table
sets forth information regarding the members of the board of directors of AFC, referred to as the Board or the Board of Directors.





|Name                 |  | Age(1) |  | Positions Held with AFC(2)                      |  | Director Since |  | Term Expires
|-------------------- |  | ------ |  | ----------------------------------------------- |  | -------------- |  | ------------
|Ralph F. Palleschi   |  | 70     |  | Director and Chairman of the Board              |  | 1996           |  | 2017        
|Monte N. Redman      |  | 66     |  | Director, President and Chief Executive Officer |  | 2011           |  | 2018        
|Gerard C. Keegan     |  | 70     |  | Director and Vice Chairman of the Board (3)     |  | 1997           |  | 2018        
|John R. Chrin        |  | 53     |  | Director                                        |  | 2009           |  | 2019        
|John J. Corrado      |  | 52     |  | Director                                        |  | 2012           |  | 2019        
|Robert Giambrone     |  | 62     |  | Director                                        |  | 2015           |  | 2017        
|Brian M. Leeney      |  | 67     |  | Director                                        |  | 2009           |  | 2019        
|Patricia M. Nazemetz |  | 67     |  | Director                                        |  | 2013           |  | 2018        








| | (1) | As of March 31, 2017.
| | --- | ---------------------

| | (2) | All directors of AFC also serve as directors of the Bank.
| | --- | ---------------------------------------------------------

| | (3) | Mr. Keegan also served as the Senior Executive Vice President and Chief Operating Officer of AFC and the Bank in 2016 and 2017
until his retirement on March 31, 2017.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
following table sets forth information regarding the non-director executive officers of AFC.



|Name                |  | Age(1) |  | Positions Held With AFC(1)                                 
|------------------- |  | ------ |  | -----------------------------------------------------------
|Hugh J. Donlon      |  | 53     |  | Senior Executive Vice President and Chief Lending Officer  
|Alan P. Eggleston   |  | 63     |  | Senior Executive Vice President and Chief Risk Officer     
|Frank E. Fusco      |  | 53     |  | Senior Executive Vice President and Chief Financial Officer
|Josie Callari       |  | 64     |  | Executive Vice President and Chief Support Services Officer
|Robert J. DeStefano |  | 58     |  | Executive Vice President and Chief Information Officer     
|Brian T. Edwards    |  | 56     |  | Executive Vice President                                   












| | (1) | As of March 31, 2017.
| | --- | ---------------------



All executive officers
of AFC are elected annually and serve until their respective successors have been chosen, subject to their removal as officers
at any time by the affirmative vote of a majority of the authorized number of directors then constituting the Board. For additional
information, see “Compensation Discussion and Analysis,” referred to as the CD&A.



Biographical Information



The following is a
brief description of the business experience of the directors and executive officers of AFC for at least the past five years and
their respective directorships, if any, with other public companies that are subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, or the Exchange Act. Also set forth below for each director is a description of the specific
experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee and the Board to the
conclusion that such person should serve as a director of AFC.



There is no family
relationship between any director or executive officer of AFC. There are no proceedings to which AFC or any of its subsidiaries
is a party or of which any of their property is the subject to which any director, officer or affiliate of AFC, any owner of record
or beneficially of more than five percent (5%) of any class of AFC voting stock, or any associate of any such director, officer,
affiliate or security holder, is a party adverse to AFC or any of its subsidiaries or has a material interest adverse to AFC or
its subsidiaries.



2







Directors



Monte N. Redman
has served as President, Chief Executive Officer and a director of AFC and the Bank since July 2011. He served as President and
Chief Operating Officer of AFC and the Bank from August 2007 to June 2011. He served as Executive Vice President and Chief Financial
Officer of AFC from December 1997 to August 2007. He served as Senior Vice President, Treasurer and Chief Financial Officer of
AFC from its formation in 1993 to 1997. He joined the Bank in 1977. In 1979, he was named Assistant Controller, and, in 1982, Assistant
Vice President. Mr. Redman became Vice President and Investment Officer in 1985, was appointed Senior Vice President, Treasurer
and Chief Financial Officer in 1989 and was appointed Executive Vice President and Chief Financial Officer in 1997. He is a member
of the board of directors of the Federal Home Loan Bank of New York. He serves on the board of directors of the New York Banker’s
Association and is the past Chairman and current member of the board of directors of the Tourette Association of America. He also
serves as a member of the board of trustees of New York Institute of Technology.



Mr. Redman brings to
his position over thirty-nine years of experience with the Bank, with over twenty-eight of them as an executive officer, of which
for eighteen years he was Chief Financial Officer. As such, he is familiar with all material aspects of the business of AFC and
the Bank, their culture and the markets in which they operate. Mr. Redman has been a primary spokesman for AFC with the investing
public since AFC’s initial public offering in 1993. He is well versed in the regulatory and other issues facing AFC and its
industry.



Mr. Redman, a magna
cum laude graduate of New York Institute of Technology with a degree in accounting, has extensive experience managing the Bank
through a wide range of interest rate and economic cycles. His executive management experience includes interest rate risk management,
strategic and operational planning and the implementation and management of effective operating controls.



Gerard C. Keeganhas been a director and Vice Chairman of the Board and the Board of Directors of the Bank since 1997. He was also the Senior
Executive Vice President and Chief Operating Officer from January 2012 until his retirement as a senior executive officer on March
31, 2017. He also served as Vice Chairman, Chief Administrative Officer and a director from September 30, 1997, when he joined
AFC following the acquisition of The Greater New York Savings Bank, referred to as The Greater, and its merger with and into the
Bank. He was responsible for the retail banking, business banking, multi-family/commercial real estate lending, residential mortgage
lending and marketing areas of the Bank. Prior to joining AFC, Mr. Keegan served from 1991 to 1997 as Chairman, President and Chief
Executive Officer of The Greater. From 1988 to 1991, he served as President and Chief Operating Officer of The Greater. He served
as a director of The Greater from 1988 to 1997.



Mr. Keegan brings to
his position a long history of executive management and leadership service to the Bank and its predecessors. He has extensive experience
in the banking industry covering numerous operating areas and a wide variety of economic and interest rate cycles. He has an extensive
knowledge of the history of the Bank and the markets in which it operates. He has served in executive management in a predecessor
thrift institution and, therefore, has experienced a diversity of corporate cultures. He has experience both at the management
level and working day to day in a retail banking setting. He is familiar with the regulatory and other issues facing AFC and its
industry. His extensive executive management experience includes, but is not limited to, lending, loan workouts, marketing, sales
management and integrating sales incentives with effective operating controls.



John R. Chrin
has been a director of AFC and the Bank since December 2009. He serves as Chairman of the Audit Committee of the Board. Since February
2012, he has been a partner in Circle Wealth Management, LLC, a registered investment advisor. From August 2009 through December
2011, Mr. Chrin served as Global Financial Services Executive-in-Residence and Financial Services Laboratory Fellow at Lehigh University.
From 1999 until 2009, he served in a variety of capacities with JPMorgan Chase & Co., culminating in his serving as a Managing
Director, Financial Institutions Group and co-head of Financial Institutions Mergers and Acquisitions. From 1994 to 1999, he served
in a variety of capacities with Merrill Lynch & Co., culminating in his service as Director, Financial Institutions Group.
From 1988 to 1994, he served in a variety of capacities with JPMorgan & Co., culminating in his service as a Vice President,
Financial Institutions Group. Mr. Chrin also serves as a senior advisor to Century Capital Management, LLC, a Boston based private
equity firm, and Aire, Ltd.



3







Mr. Chrin brings extensive
experience in analyzing and valuing financial institutions and assessing their strengths and weaknesses. He has extensive knowledge
of the capital markets and of mergers and acquisitions, specifically within the financial services industry. He has an MBA from
Columbia University in finance and marketing and has extensive experience in reviewing and assessing the business plans and strategies
of numerous financial institutions, both larger and smaller than AFC.



John J. Corradohas been a director of AFC and the Bank since September 2012. He serves as Chairman of the Loan Committee of the Board of Directors
of the Bank. Since 1995, he has served as President of Suffolk Bus Corp. and Suffolk Transportation Service, Inc., the largest
bus company in Suffolk County, New York. As such, he is responsible for the management and supervision of all operations. From
1988 to 1995, he served as Vice President of Suffolk Bus Corp. From 1986 to 1988, he was employed by the public accounting firm
of Deloitte Haskins & Sells, the predecessor of Deloitte LLP. From 2000 to 2014, he was a member of the SUNY Stony Brook Council.
Mr. Corrado serves on the executive board of United Way of Long Island, and serves on the boards of directors of NYC COP-SHOT,
the Suffolk County Parks Foundation and the Make It Count Foundation.



Mr. Corrado is a certified
public accountant. He brings extensive business and financial experience in managing, operating and providing strategic planning
for a $150 million business in the Long Island market, as well as extensive community leadership experience focused on the needs
of the Long Island region.



Robert Giambrone
has been a director of AFC and the Bank since July 2015. Mr. Giambrone served as a member of the board of directors, Chief Financial
and Administrative Officer and Executive Vice President of Keefe, Bruyette & Woods, Inc., or KBW, an investment bank specializing
in the financial services sector, from 2002 until his retirement in 2013. As global head of the financial operational and administrative
functions of KBW, Mr. Giambrone managed all of KBW’s key strategic initiatives including the initial public offering of its
shares. Mr. Giambrone is a former partner of KPMG LLP, where he served as client service partner for major financial institutions
in the New York metropolitan area during his nearly 20-year career. He subsequently served as Executive Director and Chief Administrative
Officer of Morgan Stanley Investment Management. Mr. Giambrone is a member of the board of directors of WSP USA Buildings Inc.,
a leading professional services firm providing environmental engineering and design expertise in environmental and urban planning
and transportation projects.



Mr. Giambrone brings
extensive business, financial and administrative experience in managing, planning and operating a financial services business.
He also has investment banking, securities and asset management experience.



Brian M. Leeneyhas been a director of AFC and the Bank since August 2009. He serves as Chairman of the Enterprise Risk Management Committee
of the Board. From 1968 to 2003, Mr. Leeney served in a variety of capacities for Allied Irish Banks and its subsidiary companies.
From 2002 to 2003 and from 1996 to 2001, he served as Executive Vice President and Director of Mergers and Acquisitions and as
Executive Vice President and General Manager, respectively, of Allied Irish Banks USA. From 2001 to 2002, he served as Chairman
and Chief Executive Officer of CCS, Inc., a philanthropic fund raising consulting firm. From 1994 to 1995, he served as Executive
Vice President and Head of the Commercial Real Estate Division of First Maryland Bancorp and President of First Maryland Mortgage
Corporation. From 1991 to 1994, he served as Senior Vice President and General Manager of Allied Irish Banks New York and, from
1968 to 1990, he held a variety of positions with Allied Irish Banks in Dublin, Ireland.



4







Mr. Leeney brings extensive
experience in commercial banking, commercial and industrial lending and real estate lending. He has extensive experience in management,
strategic planning and operating a large financial institution. He has experience in mergers and acquisitions and in credit, risk
management, bank marketing, sales and community outreach efforts.



Patricia M. Nazemetzhas been a director of AFC and the Bank since January 2013. She serves as Chair of the Compensation Committee of the Board.
Since 2011, she has served as principal of NAZ DEC LLC, a human resources consulting company specializing in executive succession
and transition. From 1999 to 2011, she served as Corporate Vice President and Chief Human Resources Officer of Xerox Corporation,
overseeing all human resources programs, policies and practices, and providing regular advice and counsel to the CEO and the senior
management team. From 1979 to 1999, she worked within the Human Resources Department of Xerox Corporation and was responsible for
executive compensation, employee benefits, global pay strategy, workplace diversity and learning and development systems. Ms. Nazemetz
served on the board of directors of WMS Industries Inc., a company listed on the New York Stock Exchange, or the NYSE, as well
as such board’s compensation committee and nominating and corporate governance committee until its acquisition by Scientific
Games Corporation in October 2013. She served on the board of directors of the Catholic Health Services of Long Island, where she
chaired the personnel and benefits committee and served as a member of the compensation and audit committees. She is a member of
the board of trustees of Fordham University and also serves on the board of directors of the Muscular Dystrophy Association. Since
March 2015, she has served as a member of the board of YRC Worldwide Inc., a public company, and served as a member of the board
of directors of Energy East Corp., a public company, from 2007 to 2008.



Ms. Nazemetz brings
extensive experience to all aspects of human resources management, including executive compensation, succession planning, employee
benefits, health care and corporate ethics. Ms. Nazemetz has extensive experience as an independent director on the boards of other
mid-sized to large public companies.



Ralph F. Palleschihas served as Chairman of the Board and Chairman of the Board of Directors of the Bank since June 2012, and as a director of
AFC and the Bank since 1996. He serves as Chairman of the Nominating and Corporate Governance Committee of the Board. In 1983,
he co-founded First Long Island Investors, Inc., an investment advisor registered under the Investment Advisers Act of 1940, as
amended, and a broker/dealer registered with the SEC. He continues to serve as a director and is President and Chief Operating
Officer of its successor companies, First Long Island Investors, LLC and FLI Investors, LLC. From 1993 to 1997, he served as Chief
Operating Officer of the New York Islanders hockey team. From 1977 to 1983, he served as Vice President — Finance
and Chief Financial Officer of Entenmann’s Inc., a publicly traded food products company. From 1968 to 1977, he was employed
by Peat, Marwick, Mitchell & Co., the predecessor of KPMG LLP. He is Chairman of the board of trustees of the Variety Child
Learning Center and a member of the board of directors of the Viscardi Center.



Mr. Palleschi, a certified
public accountant, brings extensive experience in managing, planning and operating a financial services business in the Long Island
market. He brings significant experience and knowledge of the equity markets. He has expertise in developing, reviewing and maintaining
systems of internal controls and in financial controls, reporting and analysis. He also has experience in the operation of a significant
retail products company focused on customer demands.



5







Executive Officers Who Are Not Directors



Hugh J. Donlon
has served as Senior Executive Vice President and Chief Lending Officer of AFC and the Bank since October 2014. He is responsible
for the overall management and growth of the Bank’s loan portfolio and lending activities including residential mortgage
lending, multi-family/commercial real estate lending and business banking. Prior to joining the Bank, he served as President of
the Eastern Region of KeyBank from 2008 to 2014. At KeyBank, he was responsible for eight district teams and 1,800 employees across
New York including the metro New York City area, Vermont, Maine and Florida. His responsibilities included KeyBank’s 340
branch retail franchise, business banking, commercial banking and private banking which provides investment management, trust and
advisory services to high net worth individuals. Prior to joining KeyBank, Mr. Donlon spent 23 years at Citibank in a variety of
sales and leadership roles of increasing responsibility in retail, business and commercial banking. These included Sales Director
of Citibank F.S.B New Jersey, Executive Vice President of the Commercial Markets Group responsible for Manhattan Commercial Banking
and Managing Director of U.S. Business Banking for Citibank North America. He serves on the board of directors of the New York
Business Development Corporation and is a member of its Executive Committee.



Alan P. Eggleston,
an attorney, has served as Senior Executive Vice President and Chief Risk Officer of AFC and the Bank since January 2012 and Assistant
Secretary of AFC and the Bank since January 2014. He served as Secretary of AFC and the Bank from March 2001 to December 2013.
He is responsible for the legal, regulatory affairs, enterprise risk management, credit, asset review and compliance areas of AFC
and the Bank. He served as Executive Vice President and General Counsel of AFC and the Bank from December 1997 to December 2011.
He served as Senior Vice President and General Counsel of AFC from 1996 to 1997. He joined the Bank in 1993 as Vice President and
General Counsel. In 1994, he was named Vice President and General Counsel of AFC. In 1995, he became First Vice President and General
Counsel of AFC and the Bank. Prior to joining the Bank, he served as an executive officer and counsel to several thrift institutions.



Frank E. Fusco,a certified public accountant, has served as Senior Executive Vice President since January 2012 and as Chief Financial Officer
of AFC and the Bank since August 2007. He served as Treasurer of AFC and the Bank from 2007 to 2012. He is responsible for the
treasury operations, investments, accounting operations, investor relations, financial, management and tax reporting areas, the
financial planning area and the information services area of the Bank and AFC. He joined the Bank in 1989. He served as Assistant
Vice President from 1990 to 1992, as Vice President from 1992 to 1994, as First Vice President from 1994 to 1997, as Senior Vice
President and Treasurer from 1997 to 2007, as Executive Vice President, Treasurer and Chief Financial Officer from 2007 to 2011.
He served in the same positions with AFC commencing in 1993. Prior to joining the Bank, Mr. Fusco was employed as an auditor by
Peat, Marwick, Mitchell & Co., predecessor to KPMG LLP, and as an officer of another thrift institution.



Josie Callari
has served as Executive Vice President and Chief Support Services Officer of AFC and the Bank since January 2012. She is responsible
for the human resources, general services, facilities and security areas of AFC and the Bank. Ms. Callari joined the Bank in December
1975 and held various positions in the retail branch network until 1987. From December 1987 to 1989 she served as Assistant Vice
President, Operations and Product Development. She served as First Assistant Vice President, Retail Operations and Support from
1989 to 1993, and as Vice President, Retail Operations and Support from December 1993 to December 1997. She served as Senior Vice
President and Director of Banking Operations of the Bank from December 1997 to December 2011. Ms. Callari serves on the corporate
committees of the Association for the Help of Retarded Children and the School for Language and Communication Development and she
is a member of the board of directors of the YMCA of Long Island.



6







Robert J. DeStefanohas served as Executive Vice President and Chief Information Officer of AFC and the Bank since January 2012. He served as Senior
Vice President and Chief Information Officer of the Bank from December 1997 to January 2012. He is responsible for the implementation
of information technology strategies throughout the organization. He joined the Bank in 1986. From 1986 to 1992 he held various
positions in the Internal Audit Department, including Assistant Vice President and Information Technology Manager. In 1993, he
was appointed Vice President and Director of the Information Services Department. Mr. DeStefano holds several business and technical
certifications from the Information Services Audit and Control Association and the Certified Fraud Examiners Association. He is
a member of the Association of Information Technology Professionals, the Contingency Planning Exchange and the Wall Street Technology
Association. He has held past positions as Vice President and a member of the Board of Governors of the Long Island Chapter of
the Institute of Internal Auditors, member of Verizon’s Customer Advisory Board, member of the International Information
Security Consortium, and member of the board of directors of Mercy Haven, Inc. Prior to joining the Bank, Mr. DeStefano held positions
with several financial institutions.



Brian T. Edwardshas served as Executive Vice President of AFC and the Bank, and Managing Director of the Retail Banking Group of the Bank,
since January 2012. He is responsible for the retail banking, marketing, public relations, product management, banking operations
and corporate education areas of the Bank. Mr. Edwards served as Senior Vice President and Director of Marketing of the Bank from
December 2000 to December 2011. He joined the Bank in 1998 as First Vice President. Prior to joining the Bank, Mr. Edwards was
employed as a senior officer at two commercial banks, and held marketing and sales management positions with the New York Islanders
and in the consumer packaged goods industry. He serves as Vice Chairman of the board of directors of SCO Family of Services in
New York and is a member of the Education Assistance Corporation of Long Island board of directors, and is the past Chairman and
President and a current board member of the Advancement for Commerce, Industry and Technology of Long Island.



Section 16(a) Beneficial Ownership
Reporting Compliance



Section 16(a) of the
Exchange Act requires AFC’s directors and executive officers, among others, to file reports of ownership and changes in ownership
of their AFC equity securities with the SEC and to furnish AFC with copies of all such reports. Based solely upon a review of the
copies of these reports and amendments thereto received by AFC, AFC believes that all applicable filing requirements were complied
with for 2016.



Audit Committee



The Board of AFC has
a separately designated standing Audit Committee. The Audit Committee consists of Mr. Chrin, as Chairman, Mr. Corrado, Mr. Giambrone,
Ms. Nazemetz and Mr. Palleschi. The Board has determined that Mr. Chrin is an “audit committee financial expert,” as
defined by the rules and regulations of the SEC and the NYSE Listed Company Manual. All members of the Audit Committee have been
determined by the Board to be independent as defined in the NYSE Listed Company Manual. For a discussion of director independence,
see “Director Independence.”



| | ITEM 11. | EXECUTIVE COMPENSATION
| | -------- | ----------------------



Compensation Committee Interlocks
and Insider Participation



The Compensation Committee
consists of Ms. Nazemetz, as Chair, Mr. Chrin, Mr. Corrado, Mr. Leeney and Mr. Palleschi. All such members
of the Compensation Committee served throughout 2016. No individual who served on the Compensation Committee in 2016 is a current
or former officer or employee of AFC or the Bank.



There were no transactions
or relationships involving members of the Compensation Committee requiring disclosure in this Form 10-K/A. During 2016, none of
AFC’s executive officers served as a director or member of the compensation committee (or equivalent body) of another entity
where a director or member of AFC’s Compensation Committee served as an executive officer or director.



7







Compensation Committee Report



| | (1) | The Compensation Committee has reviewed and discussed the CD&A required by Item 402(b) of SEC
Regulation S-K with management; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------



| | (2) | Based on the review and discussion referred to in Paragraph 1 above, the Compensation Committee
recommended to the Board of AFC that the CD&A be included in this Form 10-K/A.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Compensation Committee of AFC



Patricia M. Nazemetz — Chair

John R. Chrin

John J. Corrado

Brian M. Leeney

Ralph F. Palleschi



The information set forth in the Compensation
Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Form 10-K/A
into any filing under the Securities Act or the Exchange Act, except to the extent that AFC specifically incorporates this information
by reference, and otherwise shall not be deemed “soliciting materials” or to be “filed” with the SEC or
subject to Regulations 14A or 14C of the SEC or subject to the liabilities of Section 18 of the Exchange Act.



Compensation Discussion and Analysis
(CD&A)



Private Securities Litigation Reform
Act Safe Harbor Statement



This CD&A contains
a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities
Act, and Section 21E of the Exchange Act. These statements may be identified by the use of the words “anticipate,”
“believe,” “could,” “estimate,” “expect,” “intend,” “may,”
“outlook,” “plan,” “potential,” “predict,” “project,” “should,”
“will,” “would” and similar terms and phrases, including references to assumptions.



Forward-looking statements
are based on various assumptions and analyses made by us in light of our management’s experience and perception of historical
trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances.
These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (many of which
are beyond our control) that could cause actual results to differ materially from future results expressed or implied by such forward-looking
statements. These factors include, without limitation, the following:



| | · | the timing and occurrence or non-occurrence of events that may be subject to circumstances beyond
our control;
| | - | --------------------------------------------------------------------------------------------------------------



| | · | the impact of the termination of the Agreement and Plan of Merger with New York Community Bancorp,
Inc., or NYCB, including any resulting changes in our operations;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | increases in competitive pressure among financial institutions or from non-financial institutions;
| | - | --------------------------------------------------------------------------------------------------



| | · | changes in the interest rate environment;
| | - | -----------------------------------------



| | · | changes in deposit flows, loan demand or collateral values;
| | - | -----------------------------------------------------------



| | · | changes in accounting principles, policies or guidelines;
| | - | ---------------------------------------------------------



| | · | changes in general economic conditions, either nationally or locally in some or all areas in which
we do business, or conditions in the real estate or securities markets or the banking industry;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



8







| | · | legislative or regulatory changes, including those that may be implemented by the new administration
in Washington, D.C.;
| | - | -------------------------------------------------------------------------------------------------------------------------



| | · | supervision and examination by the Office of the Comptroller of the Currency, the Board of Governors
of the Federal Reserve System, referred to as the FRB, and the Consumer Financial Protection Bureau;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | effects of changes in existing U.S. government or government-sponsored mortgage programs;
| | - | -----------------------------------------------------------------------------------------



| | · | our ability to successfully implement technological changes;
| | - | ------------------------------------------------------------



| | · | our ability to successfully consummate new business initiatives;
| | - | ----------------------------------------------------------------



| | · | litigation or other matters before regulatory agencies, whether currently existing or commencing
in the future;
| | - | ---------------------------------------------------------------------------------------------------------------



| | · | our ability to implement enhanced risk management policies, procedures and controls commensurate
with shifts in our business strategies and regulatory expectations;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the actual results of our proposed merger with and into Sterling Bancorp, Inc. could vary materially
as a result of a number of factors, including the possibility that various closing conditions for the transaction may not be satisfied
or waived, and the merger agreement could be terminated under certain circumstances;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the potential impact of the announcement of the proposed merger with and into Sterling Bancorp,
Inc. on relationships with third parties, including customers, employees and competitors;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | business disruption following the proposed merger with and into Sterling Bancorp, Inc.;
| | - | ---------------------------------------------------------------------------------------



| | · | ​difficulties and delays in integrating the AFC and Sterling Bancorp, Inc. businesses or
fully realizing cost savings and other benefits; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| | · | delays in closing the merger with and into Sterling Bancorp, Inc.
| | - | -----------------------------------------------------------------



We have no obligation
to update any forward-looking statements to reflect events or circumstances after the date of this document.



Introduction



Under rules established
by the SEC, AFC is required to provide certain data and information regarding the compensation and benefits provided to AFC’s
Chief Executive Officer, Chief Financial Officer and certain other executives of AFC. The disclosure requirements for the Chief
Executive Officer and such other executives, referred to as the Named Executives, include the use of tables and the CD&A. The
CD&A is intended to review the compensation awarded to, earned by or paid to the Named Executives. This review explains material
elements of AFC’s compensation of the Named Executives and describes the objectives of AFC’s compensation programs,
what the program is designed to reward, each element of compensation, why AFC chooses to pay each element, how AFC determines the
amount, and, where applicable, the formula for each element, and how each element and AFC’s decisions regarding that element
fit into AFC’s overall compensation objectives and affect decisions regarding other elements. The Named Executives include
the Chief Executive Officer, the Chief Financial Officer and AFC’s three most highly compensated executive officers other
than the Chief Executive Officer and the Chief Financial Officer of AFC as of December 31, 2016. For 2016, the Named Executives
of AFC are Monte N. Redman, Frank E. Fusco, Gerard C. Keegan, Alan P. Eggleston and Hugh J. Donlon.



9







Terminated Merger with New York
Community Bancorp, Inc.



On
October 28, 2015, AFC entered into an Agreement and Plan of Merger, or the NYCB Merger Agreement, with NYCB, which provided
for the merger of AFC with and into NYCB, or the NYCB Merger. On November 19, 2016, NYCB announced that, based on discussions with
its regulators, it did not expect to receive the regulatory approval required to consummate the NYCB Merger by the end of 2016,
noting that failure to complete the NYCB Merger by that date would allow either party to terminate the NYCB Merger Agreement. On
December 20, 2016, AFC and NYCB announced that their boards of directors had mutually agreed to terminate the NYCB Merger Agreement
effective January 1, 2017.



Under the NYCB Merger
Agreement, AFC and NYCB had agreed to covenants with respect to their respective operations during the pendency
of the NYCB Merger. With respect to AFC’s compensation and benefits practices, prior to the effective time of the NYCB Merger
(or earlier termination of the NYCB Merger Agreement), subject to specified exceptions, AFC could not, and AFC could not permit
any of its subsidiaries to, without prior written consent of NYCB (such consent not to be unreasonably withheld), undertake any
of the following:



| | · | grant any stock options, stock appreciation rights, performance shares, restricted stock units,
restricted shares, or other equity-based awards or interests, or any right to acquire any shares of its capital stock;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | except as required under applicable law or the terms of any AFC benefit plan, (i) enter into, adopt,
or terminate any AFC benefit plan, (ii) amend any AFC benefit plan, other than amendments in the ordinary course of business consistent
with past practice that did not materially increase the cost to AFC of maintaining such plan, (iii) increase the compensation or
benefits payable to any current or former employee, officer, or director, except for annual base salary or wage rate increases
for employees and officers in the ordinary course of business consistent with past practice that did not exceed, in the aggregate,
4% of the aggregate cost of all employee annual base salaries and wage rates in effect as of October 28, 2015, (iv) pay or award,
or commit to pay or award, any bonuses or incentive compensation, (v) enter into any new, or amend any existing, employment, severance,
change in control, retention, collective bargaining agreement or similar agreement, or arrangement, (vii) fund any rabbi trust
or similar arrangement, or (viii) hire or terminate the employment of any officer or employee having a title that was above First
Vice President, other than for cause;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | terminate, materially amend, or waive any material provision of any material AFC contract, or make
any change in any instrument or agreement governing the terms of any of its securities, or material leases or contracts, other
than normal renewals of contracts and leases without material adverse changes of terms with respect to AFC, or enter into any contract
that would constitute a material AFC contract if it were in effect on the date of the NYCB Merger Agreement; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | agree to take, make any commitment to take, or adopt any resolutions of its board of directors
or similar governing body in support of, any of these prohibited actions.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Specified exceptions
from these covenants relevant to compensation of AFC’s directors and Named Executives allowed AFC and the Bank to (i) continue
to provide cash and equity-based compensation for non-employee directors, and annual cash incentives and equity awards for officers,
all in the ordinary course of business consistent with past practice (provided that performance measurements for annual equity
awards could exclude expenses or costs or non-recurring charges incurred in connection with the transactions contemplated by the
NYCB Merger Agreement, and vesting of equity awards would be based on continued service only, and not on attainment of performance
goals); (ii) take certain actions in 2015 to mitigate taxes on golden parachute payments; (iii) amend employment agreements of
executive officers to provide credit for age and service under the Bank’s retiree welfare policy for the period of severance
paid under that agreement; (iv) amend employment agreements to provide the executives with rights to acquire their company-provided
automobile at book value, plus any taxes and registration fees on closing of the NYCB Merger or their subsequent termination of
employment; and (v) amend the employment agreements with Mr. Edwards and other executive officers with employment agreements with
two-year terms, to extend the agreements to their full term on closing of the NYCB Merger.



10







In
connection with entering into the NYCB Merger Agreement, NYCB consented to the annual grant of equity awards by AFC to its
employees for 2016 in the ordinary course of business, consistent with past practice, with an aggregate grant date value not
to exceed $10 million, provided that all such awards provide for time-based (rather than performance-based) vesting.
Accordingly, on February 1, 2016, the Compensation Committee approved equity grants consisting of a total of 663,960
time-based restricted stock awards, referred to as RSAs, to, collectively, officers holding the title of vice president or
higher. On February 1, 2016, the Compensation Committee also approved equity grants consisting of a total of 21,912 time-based
RSAs to, collectively, AFC’s independent directors.



Actions by AFC and
the Bank to amend employment agreements with the Named Executives in accordance with the NYCB Merger Agreement are discussed in
“Other Potential Post-Employment Payments” below.



Pending Merger with Sterling Bancorp,
Inc.



On March 6, 2017, AFC
entered into an Agreement and Plan of Merger, or the Sterling Merger Agreement, with Sterling Bancorp, Inc., a Delaware corporation,
or Sterling. The Sterling Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, AFC will
merge with and into Sterling, with Sterling as the surviving corporation in the merger, such merger referred to as the Sterling
Merger. Immediately following the Sterling Merger, AFC’s wholly owned subsidiary, Astoria Bank, will merge with and into
Sterling’s wholly owned subsidiary, Sterling National Bank, such merger referred to as the Bank Merger. Sterling National
Bank will be the surviving entity in the Bank Merger. The Sterling Merger Agreement was unanimously approved and adopted by the
Board of Directors of each of AFC and Sterling. Completion of the Sterling Merger is subject to receipt of the approvals of the
shareholders of each of AFC and Sterling, applicable regulatory approvals and other customary closing conditions.



AFC and Sterling agreed
to covenants set forth in the Sterling Merger Agreement with respect to the completion of the Sterling Merger and their respective
operations during the pendency of the Sterling Merger that are substantially similar to provisions contained in the NYCB Merger
Agreement. With respect to AFC’s compensation and benefits practices, prior to the effective time of the Sterling Merger
(or earlier termination of the Sterling Merger Agreement), subject to specified exceptions, AFC may not, and AFC may not permit
any of its subsidiaries to, without the prior written consent of Sterling (such consent not to be unreasonably withheld), undertake
the following:



| | · | grant any stock options, stock appreciation rights, performance shares, restricted stock units,
restricted shares, or other equity-based awards or interests, or any right to acquire any shares of its capital stock;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | except as required under applicable law or the terms of any AFC benefit plan, (i) enter into, adopt,
or terminate any AFC benefit plan, (ii) amend any AFC benefit plan, other than amendments in the ordinary course of business consistent
with past practice, that do not materially increase the cost to AFC of maintaining such plan, (iii) increase the compensation or
benefits payable to any current or former employee, officer, or director, except for annual base salary or wage rate increases
for employees and officers in the ordinary course of business consistent with past practice, that do not exceed, in the aggregate,
3.5% of the aggregate cost of all employee annual base salaries and wage rates in effect as of March 6, 2017, (iv) pay or award,
or commit to pay or award, any bonuses or incentive compensation, (v) enter into any new, or amend any existing, employment, severance,
change in control, retention, collective bargaining agreement or similar agreement, or arrangement, (vii) fund any rabbi trust
or similar arrangement, or (viii) hire or terminate the employment of any officer or employee having a title that is above First
Vice President, other than for cause;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



11







| | · | terminate, materially amend, or waive any material provision of any material AFC contract, or make
any change in any instrument or agreement governing the terms of any of its securities, or material leases or contracts, other
than normal renewals of contracts and leases without material adverse changes of terms with respect to AFC, or enter into any contract
that would constitute a material AFC contract if it were in effect on the date of the Sterling Merger Agreement; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | agree to take, make any commitment to take, or adopt any resolutions of its board of directors
or similar governing body in support of, any of these prohibited actions.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In connection with
entering into the Sterling Merger Agreement, Sterling consented to the annual grant of equity awards by AFC to its employees for
2017 in the ordinary course of business, consistent with past practice, with an aggregate grant date value not to exceed $10 million,
provided that all such awards provide for time-based (rather than performance-based) vesting. Accordingly, on March 22, 2017, the
Compensation Committee approved equity grants consisting of a total of 504,252 time-based RSAs to, collectively, officers holding
the title of vice president or higher.



The Sterling Merger
Agreement also provides that Sterling shall assume and honor all of AFC’s benefit plans, including employment agreements
and change of control agreements.



Specified exceptions
from these covenants relevant to compensation of AFC’s directors and Named Executives allowed AFC and the Bank to (i) continue
to provide cash and equity-based compensation for non-employee directors, and annual cash incentives and equity awards for officers,
all in the ordinary course of business consistent with past practice (provided that performance measurements for annual equity
awards could exclude expenses or costs or non-recurring charges incurred in connection with the transactions contemplated by the
Sterling Merger Agreement, annual incentives for 2017 and 2018 may be paid out at the greater of target and actual attainment,
and vesting of equity awards would be based on continued service only, and not on attainment of performance goals); (ii) take certain
actions in 2017 to mitigate taxes on golden parachute payments; (iii) provide the executives with rights to acquire their company-provided
automobile at the wholesale price, plus any taxes and registration fees on closing of the merger or their subsequent termination
of employment; and (iv) provide that the employment agreements with Mr. Edwards and other executive officers with two-year employment
terms will extend to their full terms on closing of the Sterling Merger.



Executive Compensation Philosophy



The primary objective
of the executive compensation program of AFC and the Bank is to attract and retain highly skilled and motivated executive officers
to manage AFC in a manner to promote prudent growth and profitability and advance the interests of its shareholders.



The compensation program
is designed to provide levels of compensation which comply with regulatory requirements and are competitive and reflective of the
organization’s performance in achieving its goals and objectives, both financial and non-financial, as determined in its
business and strategic plans. The program aligns the interests of the executives with those of the shareholders of AFC by providing
a proprietary interest in AFC, the value of which can be significantly enhanced by the appreciation of common stock, par value
$0.01 per share, of AFC, or AFC Common Stock. The program also seeks to provide a mechanism to adequately provide for the needs
of the executives upon retirement, based upon their compensation levels, length of service provided to AFC and the Bank and the
appreciation of AFC Common Stock.



12







The Named Executives
are highly skilled and experienced in the management of banking institutions. Each of Mr. Redman, Mr. Keegan and Mr. Eggleston
has more than thirty (30) years of experience in the banking industry and more than twenty-five (25) years of experience as an
executive officer responsible for managing AFC, the Bank and/or other banking institutions. Mr. Fusco has more than twenty-five
(25) years of banking experience and more than fifteen (15) years of management experience as a senior officer of AFC or the Bank.
Mr. Donlon has more than twenty-five (25) years of management level banking experience. Each of Mr. Redman, Mr. Fusco, Mr. Keegan
and Mr. Eggleston has extensive experience in the management of public companies, and all Named Executives have a commitment to
excellence, prudent operations and promoting the interests of shareholders.



Given the experience
of the executives, their proven track record of performance at AFC and the investment AFC and the Bank have made in these individuals,
their retention is important. AFC has taken a number of steps to further this goal, such as entering into employment contracts
with each of the Named Executives, providing vesting over time with multi-year performance measurement periods for equity grants
and awards and providing change of control packages that provide meaningful incentives for the Named Executives to remain employed
by AFC. With the exception of Mr. Keegan, whose employment agreement terminated on August 28, 2016 upon his reaching the age of
70, all other Named Executives have such employment contracts in place. At the Board’s request, Mr. Keegan agreed to remain
employed by AFC and the Bank on an “at will” basis with the same functions and on substantially the same financial
terms, other than severance benefits, as those of his expired employment agreement through the date of his retirement, as further
discussed under “Other Potential Post-Employment Payments.”



To a significant degree,
the compensation program for the executive officers mirrors that utilized throughout most of AFC’s operations. The overall
compensation of the Named Executives is tied directly to their obtaining clearly defined results in a prudent manner. Since their
responsibility is to manage AFC, their performance objectives are related directly to AFC’s performance. This is accomplished
through the Astoria Financial Corporation Executive Officer Annual Incentive Plan, as amended in 2014, referred to as the Executive
Incentive Plan, and the equity-based compensation program.



AFC believes that an
effective way to ensure that the Named Executives advance the interests of the shareholders is to ensure that each of the executive
officers is a significant shareholder. The Compensation Committee has established share ownership requirements applicable to its
executives as a multiple of their base salaries. For example, the Chief Executive Officer is required to hold direct or indirect
non-derivative shares of AFC Common Stock having a value, based upon the prior year’s average price per share of AFC Common
Stock, equal to five (5) times his annual salary. Each of the other Named Executives is required to hold direct or indirect non-derivative
shares of AFC Common Stock having a value, based upon the prior year’s average price per share of AFC Common Stock, equal
to three (3) times their respective annual salaries. The policy contains a phase-in period to accommodate promotions or newly hired
executives. The Chief Executive Officer and each of the other Named Executives, with the exception of Mr. Donlon, meet such requirements
without regard to the phase-in period. Mr. Donlon is still in the phase-in period applicable to newly hired executives. See the
section entitled “Security Ownership of Management” for additional information regarding the investment of the Named
Executives in AFC Common Stock. Through AFC’s equity-based incentive program, the Named Executives also receive a substantial
portion of their compensation in AFC Common Stock. The better AFC Common Stock performs for AFC’s shareholders, the higher
the total compensation that is earned by the Named Executives.



13







The executive compensation
program of AFC consists of four (4) primary elements: Base Salary, Short-Term Non-Equity Incentive Plan Compensation, Equity-Based
Compensation, and Retirement Benefits. In addition, the Bank provides medical benefits, life insurance and disability and other
benefits common to all its full time employees. AFC and the Bank also provide certain other benefits, or Perquisites, to the Named
Executives. The Perquisites are considered an immaterial component of the overall program and are generally associated with furthering
the business interests of AFC. AFC and the Bank have each entered into employment agreements with each of the Named Executives.
These agreements, which are discussed more fully below, impose certain obligations on and provide certain benefits to the Named
Executives which extend beyond the terms of their employment.



In 2014, the Board
adopted a strategic plan for AFC, referred to as the Strategic Plan, which provides for AFC and the Bank over time to transition
into a more fully diversified, full service community bank. In order to achieve that goal, the Strategic Plan set forth several
strategic objectives, including but not limited to diversifying earning assets, increasing low cost core deposits, increasing participation
in the local multi-family and commercial real estate mortgage lending markets and expanding business banking products and services,
focusing on small and middle market businesses with an emphasis on attracting clients from larger competitors. The strategies established
recognize the challenges presented by the federal government’s effective nationalization of the residential mortgage market
and the need to reposition the liability structure of the Bank’s balance sheet during the current low interest rate environment
to position AFC for future improved performance.



AFC
was subject to the terms of the NYCB Merger Agreement through all of 2016. Accordingly, AFC was subject to a variety of covenants
by which AFC agreed to operate in the ordinary course and not make material changes to its business model. In addition, senior
management devoted significant time and effort to preparing for the agreed upon NYCB Merger. During the pendency of the NYCB Merger,
AFC was unable to significantly advance its existing strategic initiatives to the extent previously anticipated due in part to
the focus of management on the proposed NYCB Merger. In addition, the NYCB Merger Agreement restricted AFC from making certain
acquisitions and taking other specified actions without the consent of NYCB, further restricting AFC’s opportunities.



In 2016, while subject
to the NYCB Merger Agreement, AFC and the Bank continued to pursue the goals of the Strategic Plan and diversify the balance sheet
while remaining focused on growing the core businesses of mortgage portfolio lending and deposit gathering, maintaining strong
asset quality and controlling operating expenses. The multi-family/commercial real estate lending line of business continued to
become a larger percentage of the loan portfolio, increasing to 46% of the Bank’s total loan portfolio at year end. The Bank’s
expansion into business banking has enabled it to increase low cost core deposits, with business deposits growing 4% from year
end 2015 to December 31, 2016, which was a contributing factor in the modest expansion of the net interest margin in 2016. At December
31, 2016, total business deposits exceeded one billion dollars.



The efforts of AFC
and the Bank to successfully execute the Strategic Plan have been undertaken in the challenging economic environment of slow growth
and low interest rates. The regulation and oversight of their business has changed significantly over time. AFC and the Bank are
affected by both national and regional economic factors. Although the U.S. economy has shown signs of improvement, the operating
environment remained challenging in 2016. Interest rates have remained near historical lows.



After a period of five
years during which salaries were increased only on a case-by-case basis, in recognition of promotions or increased responsibilities,
the salary levels of our key employees, including Messrs. Redman, Fusco, Keegan and Eggleston, were adjusted in 2013 in order to
compensate such individuals for the broad increases in responsibilities assumed in connection with implementing the long-term goals
of the Strategic Plan. Appropriate adjustments for these officers were again made in 2014 and for Mr. Fusco in 2015 and 2016. Due
to the pendency of the NYCB Merger, the retention of key employees was imperative to help ensure a successful transaction on AFC’s
part. Accordingly, the Compensation Committee approved increases in base salary for the Named Executives in 2016. See “Base
Salary” for a discussion regarding salary increases relating to 2016.



14







In addition, the financial
performance goals under the Executive Incentive Plan for 2016 were designed to be challenging yet reasonably attainable within
the context of the Strategic Plan and the objectives set forth therein and the existence of the pending NYCB Merger. In December
2016, after reviewing AFC’s financial performance compared to the performance goals established for 2016, the Compensation
Committee determined to award incentive payments for 2016 under the Executive Incentive Plan. See “Short-Term Non-Equity
Incentive Plan Compensation” for a discussion of incentive payments related to 2016 and “Terminated Merger with New
York Community Bancorp, Inc.” for a discussion of the timing of these awards.



In structuring its
executive compensation program, AFC considers the before and after tax financial impact the elements of the program will have on
AFC and the Bank. Section 162(m) of the Internal Revenue Code of 1986, as amended, referred to as the Code, places a limitation
of $1,000,000 on the deductibility by AFC of certain elements of compensation earned by each of the Named Executives other than
the Chief Financial Officer. AFC has previously submitted incentive compensation and other benefit plans to its shareholders for
approval, when required, in order to preserve the potential deductibility of payments made to the Named Executives. AFC believes
that the cash payments under its Executive Incentive Plan and performance-based restricted stock units, referred to as RSUs, are
not subject to the deduction limitations under Section 162(m) of the Code. However, the Compensation Committee considers a variety
of factors in structuring compensation programs and making compensation decisions, and may decide to authorize compensation, all
or part of which would be non-deductible for federal tax purposes. In particular, certain non-performance-based equity awards may
be subject to these deduction limits, depending on the aggregate amount of other non-performance-based compensation paid to a Named
Executive in a particular year.



Other than levels of
compensation, an increased emphasis on the performance-based components of compensation and the use of employment contracts, there
are no material differences in the compensation or benefit policies applicable to the executive officers in comparison to other
senior officers. The Compensation Committee believes that the differences in the levels of compensation among the executive officers
is reflective of their roles and responsibilities within AFC, their experience in those roles and competitive compensation levels
in the marketplace.



Compensation Committee



The Compensation Committee
consists of Ms. Nazemetz, as Chair, Mr. Chrin, Mr. Corrado, Mr. Leeney and Mr. Palleschi. The function of the Compensation Committee
is to carry out the duties and responsibilities set forth in the Charter of the Compensation Committee, including but not limited
to, (i) discharging the responsibilities of the Board relating to AFC’s compensation and benefit plans and practices, including
its executive compensation plans and its incentive compensation and equity-based plans; (ii) preparing an annual Compensation Committee
Report as required by the SEC, to be included in AFC’s annual proxy statements or report on Form 10-K; and (iii) otherwise
assisting the Board in its oversight responsibilities with respect to the human resources, compensation and benefits activities
of AFC and its subsidiaries. The Compensation Committee administers the Executive Incentive Plan, establishes target incentives
and goals, and reviews performance relative to such goals pursuant to the Executive Incentive Plan. The Compensation Committee
also administers the 2014 Amended and Restated Stock Incentive Plan for Officers and Employees of AFC, referred to as the 2014
Stock Incentive Plan, which amended and restated the 2005 Re-Designated, Amended and Restated Stock Incentive Plan for Officers
and Employees of AFC, referred to as the 2005 Stock Incentive Plan, including the granting of various forms of equity compensation
pursuant to the 2005 Stock Incentive Plan and the 2014 Stock Incentive Plan. The Committee also administers the 1999 Stock Option
Plan for Outside Directors of Astoria Financial Corporation, referred to as the 1999 Directors Option Plan, and the Astoria Financial
Corporation 2007 Non-Employee Director Stock Plan, referred to as the 2007 Director Stock Plan. The Compensation Committee meets
as needed and met seven (7) times during 2016.



15







The Compensation Committee
has the authority to establish compensation levels, performance goals and other significant terms of employment for the executive
officers and it annually reviews director compensation. As a matter of practice, the actions of the Compensation Committee with
respect to executive officer compensation and recommendations the Compensation Committee may make with respect to director compensation
are reviewed by the Board at the next regular Board meeting for ratification and approval. The Compensation Committee may not delegate
its authority except to a subcommittee of the Compensation Committee. The Compensation Committee is responsible for reviewing the
results of each non-binding advisory vote on executive officer compensation, and considering whether to make any responsive adjustments
to AFC’s executive compensation policies and practices. All members of the Compensation Committee are independent as determined
by the Board and as such term is defined in the NYSE Listed Company Manual, including those requirements specific to members of
a compensation committee of a listed company’s board of directors. For a discussion of director independence, see “Director
Independence.”



Recommendations to
the Compensation Committee of AFC with respect to executive and non-executive officers’ salaries and other compensation components
are presented by Mr. Redman, other executive officers and human resources management. Recommendations concerning non-executive
officer compensation are developed based in large part upon input from the executive officer to whom such officers report. Mr.
Redman also provides insight to the Compensation Committee regarding his performance and that of the other officers of AFC, both
executive and non-executive. Mr. Redman does not participate in the Compensation Committee’s deliberations or approval of
compensation issues relating to his own compensation.



During 2016, Mr. Redman,
Mr. Eggleston, Mr. Fusco, Mr. Keegan, Mr. Donlon and Ms. Callari attended meetings of the Compensation Committee and assisted
the Compensation Committee in the performance of its responsibilities relative to director and executive compensation. The significant
matters discussed with the Compensation Committee by management were the following:



| | (i) | AFC’s projected performance for 2016;
| | --- | -------------------------------------



| | (ii) | executive officer share ownership requirements;
| | ---- | -----------------------------------------------



| | (iii) | director equity grants;
| | ----- | -----------------------



| | (iv) | officer equity grant criteria and corporate incentive plan criteria for 2016;
| | ---- | -----------------------------------------------------------------------------



| | (v) | review of executive compensation as compared to peer groups;
| | --- | ------------------------------------------------------------



| | (vi) | discussion regarding certain results of say-on-pay vote;
| | ---- | --------------------------------------------------------



| | (vii) | the Compensation Committee Report and CD&A contained in AFC’s Form 10K-A filed with the
SEC on April 11, 2016 and the Compensation Committee Report and CD&A contained in AFC’s Proxy Statement for the Annual
Meeting of Shareholders held December 21, 2016;
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (viii) | equity grant awards made to directors and officers in February 2016 and the methodology used to
calculate such awards;
| | ------ | ----------------------------------------------------------------------------------------------------------------------



| | (ix) | retention of a consulting firm to evaluate and make recommendations regarding executive compensation
and related matters;
| | ---- | -------------------------------------------------------------------------------------------------------------------------



| | (x) | review and approval of 2016 corporate incentive plan results;
| | --- | -------------------------------------------------------------



16







| | (xi) | review and approval of amendments to the Astoria Bank Amended & Restated Severance
                                                                  Compensation Plan and the Astoria                                                                   Bank
                                                                  Severance                                                                                                             Pay
                                                                  Plan;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (xii) | review of preliminary recommendations regarding 2017 incentive plans;
| | ----- | ---------------------------------------------------------------------



| | (xiii) | review of proposed 2017 officer compensation;
| | ------ | ---------------------------------------------



| | (xiv) | review and approval of amendments to the executive officer employment agreements including
                                                                   amendments thereto in connection with the NYCB Merger; and
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (xv) | discussions regarding the establishment of a bonus retention pool.
| | ---- | ------------------------------------------------------------------



Officers attend Compensation
Committee meetings only at the invitation of the Compensation Committee. It is generally the practice of the Compensation Committee
to meet in executive session following management participation in meetings to allow time for discussion without management present.



In addition, members
of the Compensation Committee are provided unrestricted access to all officers of AFC and the Bank throughout the year. AFC and
its executive management do not monitor or maintain records regarding the frequency or subject matter of such contacts.



The Compensation Committee,
from time to time, retains a compensation consultant to review executive officer and director compensation.



In October 2014, the
Compensation Committee retained the services of Pearl Meyer & Partners, LLC, referred to as Pearl Meyer, who had also been
retained by the management of AFC and the Bank, to provide annual incentive performance metrics used by peers in connection with
the compensation of executive officers and to conduct a market assessment of the non-employee director compensation program. The
Compensation Committee considered whether any conflict would result from Pearl Meyer’s retention by management and concluded
that none existed. The only instruction beyond the scope of these engagements was to direct that a preliminary draft of their report
would, in each case, be simultaneously delivered to both the Chairman of the Compensation Committee and to management. This process
was established to ensure that the consultants were free from any interference from management in presenting their conclusions
to the Compensation Committee’s representative and so that management would be provided with an opportunity to review the
report so that any errors or inaccuracies could be corrected by the consultants before a final report was presented to the Compensation
Committee. Pearl Meyer concluded that the incentive metrics utilized by the Bank have been historically similar to those used by
the Bank’s peers, however they further noted that during 2014 several higher growth banks, similar in size to the Bank, commenced
utilizing growth related metrics, including but not limited to return on equity, return on assets and growth relative to peers.
Pearl Meyer provided three basic designs relating to changes they recommended the Bank make to its incentive metrics and/or targets.
The Compensation Committee determined that further research was necessary prior to implementing any changes. With respect to the
non-employee director compensation program, noting the split between equity and cash AFC provides to each non-employee director,
Pearl Meyer concluded that the structure of the non-employee director compensation program is generally consistent with AFC’s
peer group and that, overall, the compensation of non-employee directors is consistent with market practice. No changes to the
non-employee director compensation program were made since the compensation was determined to be competitive to the Bank’s
peers. See the discussion under “Director Compensation” for additional information regarding director compensation.
The peer group utilized for these studies consisted of 13 companies with median assets and revenues of $18.5 billion and $734 million,
respectively, including BankUnited, Inc., First Niagara Financial Group, Inc., Fulton Financial Corporation, Investors Bancorp
Inc., NYCB, National Penn Bancshares Inc., People’s United Financial Inc., Signature Bank, TCF Financial Corporation, Valley
National Bancorp., Webster Financial Corporation and UMB Financial Corp. For further information regarding the role of the executive
officers in determining or recommending the amount and form of executive officer and director compensation and the role and identity
of compensation consultants utilized and the nature of the assignments undertaken, see “Compensation Committee Interlocks
and Insider Participation” and “Director Compensation.”



17







In March 2015, the
Compensation Committee again retained the services of Pearl Meyer to assist the Compensation Committee in its ongoing effort to
link management compensation to the goals of the Bank, keeping in mind the Bank was still in a strategic transition to a more fully
diversified, full service community bank. Pearl Meyer reviewed the Bank’s short-term and long-term incentive plans. They
also reviewed “best practices” in connection with the design of both short-term and long-term incentive compensation
plans. These “best practices” included, but were not limited to: (i) aligning payouts with performance; (ii) maintaining
an appropriate balance between fixed and variable compensation as well as company and individual performance; (iii) driving top
business priorities without encouraging excessive risk taking; (iv) ensuring long-term incentives reward long-term behaviors; and
(v) maintaining appropriate risk mitigation measures. Pearl Meyer suggested certain possible performance metrics and suggested
that whatever performance measures were selected should align with the Strategic Plan. Pearl Meyer concluded that, on an overall
basis, aggregate short-term target compensation levels, including base salary and short-term incentive compensation, as well as
long-term incentive compensation, were generally competitive with the market while actual short-term compensation and long-term
incentive compensation lagged the market. Both short-term and long-term target annual incentive opportunities tended to exceed
market levels, while actual short-term and long-term incentive payout tended to lag the market as target performance goals were
not reached. Pearl Meyer also pointed out that the Compensation Committee should consider the fundamental issue of whether the
executives should be compensated based on completion of the strategic transition, based solely on peer comparisons of performance
or a balance of the two. The peer group utilized for these studies consisted of 15 companies with median assets of $18.8 billion,
including Associated Banc-Corp, EverBank Financial Corp., F.N.B. Corporation, Fulton Financial Corporation, Investors Bancorp Inc.,
MB Financial Inc., National Penn Bancshares Inc., PrivateBancorp, Inc., Prosperity Bancshares Inc., Signature Bank, TCF Financial
Corporation, UMB Financial Corporation, Valley National Bancorp, Webster Financial Corp. and Wintrust Financial Corporation. Pearl
Meyer also reviewed with the Compensation Committee the results of the say-on-pay vote at the 2015 Annual Meeting. For more information
on this review, see “Consideration of Prior Say-on-Pay Votes.”



In November 2016, the
Compensation Committee retained the services of Pearl Meyer to assist the Compensation Committee in determining certain pay actions
should the NYCB Merger Agreement not receive regulatory approval prior to the end of 2016. Pearl Meyer outlined preliminary recommendations
regarding whether the Bank should extend a merit increase to employees in 2017; annual incentive payouts for 2016 performance;
and any other actions to ensure the retention of critical employees.



Oversight and Risk
Management



In 2011, the Board
established a dedicated Enterprise Risk Management Committee. The Enterprise Risk Management Committee consists entirely of independent
directors, with Mr. Leeney serving as Chairman. In December 2011, the Board established a dedicated Chief Risk Officer position
and appointed Mr. Eggleston, a senior executive officer, to fill this role. In addition to overseeing the enterprise risk
management function, the Chief Risk Officer oversees AFC’s other significant risk control areas, including the Compliance,
Credit, Asset Review, Regulatory Affairs and Legal Departments.



18







The Board, through
the Enterprise Risk Management Committee, exercises its role in AFC’s risk oversight process by receiving regular reports
from executive and senior management concerning, among other things, the development and maintenance of appropriate risk tolerances,
AFC’s strategic and capital plans, and other areas of material risk to AFC including but not limited to operational, compliance
and regulatory risk. These reports allow the Board and the Enterprise Risk Management Committee to understand and direct necessary
adjustments to AFC’s risk appetite framework, risk appetite statement, risk limits and risk mitigation strategies. The Board,
primarily through the Enterprise Risk Management Committee and the Audit Committee, reviews and oversees the implementation of
all actions contained in communications between AFC and the Bank and the various regulatory authorities which oversee their operations.
The Enterprise Risk Management Committee annually reviews and approves AFC’s risk management policy which outlines material
risks facing AFC and the Bank, and specifies the manner in which such risks are managed.



Consideration of Prior Say-on-Pay
Votes



Beginning in May 2011,
AFC annually has submitted to a vote of its shareholders the approval, on a non-binding basis, of the compensation of the named
executive officers identified in the proxy materials for such meeting. Accordingly, the approval, on a non-binding basis, of the
compensation of the named executive officers identified in the 2016 proxy materials, was submitted to a vote of AFC’s shareholders
at the Annual Meeting held in December 2016. Of the total votes cast on this proposal at the 2016 Annual Meeting, 53.5% voted to
approve, on a non-binding basis, the compensation of the named executive officers identified in the proxy materials for such meeting.
In May 2015, the approval, on a non-binding basis, of the compensation of the named executive officers identified in the 2015 proxy
materials, was submitted to a vote of AFC’s shareholders. Of the total votes cast on this proposal at the 2015 Annual Meeting,
40.3% voted to approve, on a non-binding basis, the compensation of the named executive officers identified in the proxy materials
for such meeting.



Following the 2015
Annual Meeting, the Compensation Committee retained Pearl Meyer to assist it in developing a shareholder outreach program and a
strategy to address the Code Section 280G tax gross-up provisions of the Named Executives’ employment agreements. In August
2015, Pearl Meyer presented reports to the Compensation Committee detailing a competitive review of the executive officers’
compensation and estimates of the Code Section 280G impact of the executive officers’ employment agreements in the event
of a change of control. These reports also detailed the potential impact of replacing the tax gross-up provisions of the Named
Executives’ employment agreements with provisions that provide that gross benefits under such employment agreements for the
Named Executives would be reduced to avoid an excess parachute payment under Section 280G of the Code if doing so would result
in a greater after-tax benefit to the Named Executive. The reports explained that this change, if agreed to by each Named Executive,
would result in substantial savings that could inure to AFC. The reports also described the impact this change might have on the
Named Executives. It was recognized that in the short-term any such revisions would require the consent of the affected Named Executives.



In September 2015,
the Compensation Committee’s ongoing evaluation of these matters was curtailed as the Board was evaluating AFC’s strategic
alternatives and ultimately decided to enter into the NYCB Merger Agreement. As a result of AFC’s entering into the NYCB
Merger Agreement and in consideration of the provisions of the NYCB Merger Agreement and related materials with respect to compensation
and benefits matters of AFC, the Compensation Committee decided to not engage in a shareholder outreach program in connection with
its decision-making process related to 2016 compensation. Instead, the Compensation Committee focused on issues of retention and
incentives for the successful completion of the NYCB Merger. The Compensation Committee also recognized that any potential adjustments
to the employment agreements of the executive officers in response to the 2015 say-on-pay vote would be difficult if not impossible
to effect in light of the execution of the NYCB Merger Agreement and the benefits to which the executive officers would become
entitled in connection with the closing of the NYCB Merger.



19







Since the NYCB Merger
Agreement provisions with respect to compensation and benefits matters of AFC no longer applied following the termination of the
NYCB Merger Agreement, the Compensation Committee determined to renew its evaluation of the Pearl Meyer reports and the 2015 and
2016 say-on-pay votes and consider conducting a shareholder outreach program to help inform the Compensation Committee with respect
to 2017 compensation decisions, including its evaluation of the existing employment agreements. However, given the short period
of time between the termination of the NYCB Merger Agreement and the negotiation and execution of the Sterling Merger Agreement,
the Compensation Committee has curtailed its evaluation since potential adjustments of the employment agreements of executive officers
would again be difficult, if not impossible, in light of the benefits to which the executive officers would become entitled in
connection with the closing of the Sterling Merger.



The following details
the components of AFC’s executive compensation program.



Base Salary



Salary levels are designed
to be competitive with cash compensation levels paid to similar executives at banking institutions of similar size and standing,
giving due consideration to the marketplace in which AFC and the Bank operate. Base salary levels are considered in conjunction
with the short-term non-equity incentive plan compensation component of the executive compensation program.



AFC’s performance
to a significant degree is dependent upon factors which, in the short-term, may be positively or negatively impacted by events
outside of the control of management. Our operating results are dependent primarily on our net interest income, which is the difference
between the interest earned on our assets and the interest paid on deposits and borrowings. Our earnings are particularly susceptible
to changes in market interest rates and U.S. Treasury yield curves, government policies and the actions of regulatory authorities.
Generally, the Compensation Committee seeks to balance these factors together with the performance of AFC and set base salary at
a level which provides a reasonably competitive level of base compensation.



In determining whether
the level of base salary and short-term non-equity incentive plan compensation, or total cash compensation, is competitive, the
Compensation Committee reviews information from a variety of sources, including peer data and national and regional compensation
surveys. These sources, taken together, are utilized ultimately to confirm that the level and structure of executive compensation,
and that of other officers, are fair, competitive and reasonable. For example, the Compensation Committee receives information
and, from time to time, recommendations from management. In addition, from time to time, when the Compensation Committee deems
necessary, the Compensation Committee retains the services of compensation consultants who report directly to the Compensation
Committee. Although management necessarily assists the Compensation Committee and its consultants during this process, controls
are implemented to ensure that the consultants’ opinions and recommendations are reported directly to the Compensation Committee,
independent of management.



In reviewing information
on compensation practices with regard to executive officers within the banking industry, the primary factors which influence salary
and short-term non-equity incentive plan compensation levels are the size and complexity of the institution or business unit being
managed, the marketplace in which the institution is located, the position held by the executive and the performance of the institution.



Generally, the Compensation
Committee reviews Named Executives’ total cash compensation for the ensuing year in December of each year at the same time
as such matters are considered for all other officers of AFC and the Bank. In conducting such review, the Compensation Committee
considers the performance of AFC, the performance of each of the executive officers (based both on the directors’ own insights
and discussions with Mr. Redman), the salary and compensation history of the Named Executives and both the proposed short-term
non-equity incentive plan compensation targets for the coming year and proposed equity compensation grants.



20







On an
organization-wide basis, a base salary increase target of 3% was established for 2016 based in part upon survey data
indicating projected base salary increases of between 2.9% and 3.2% nationally. Among the surveys utilized by management in
making its recommendations to the Compensation Committee were WorldAtWork 2015/2016 Salary Budget Survey, All Industries,
Finance and Insurance, New York Metropolitan Area and Mercer 2015/2016 U.S. Compensation Planning Survey, All Industries and
National and Northeast Financial Services.



Due to the pendency
of the NYCB Merger, the retention of key employees was imperative to help assure a successful transaction on AFC’s part.
Accordingly, the Compensation Committee approved increases in base salary for the Named Executives in 2016 and in recognizing the
need to keep the total cash compensation of the Named Executives competitive in the industry, approved an additional salary adjustment
for Mr. Fusco. The Compensation Committee also determined that it was appropriate to award incentive bonuses for 2016. See “Short-Term
Non-Equity Incentive Plan Compensation” below.



Short-Term Non-Equity Incentive
Plan Compensation



Short-term non-equity
incentive plan compensation for our Named Executives generally consists of awards paid pursuant to the Executive Incentive Plan.
This plan, which was most recently approved by the shareholders of AFC in 2015, is a performance-based plan. Annually, the Compensation
Committee establishes, in advance, performance objectives. These performance objectives are derived from the Strategic Plan, which
is reviewed and approved by the Board annually, and typically covers the ensuing three years. The compensation payable under the
Executive Incentive Plan, while it may be reduced by the Compensation Committee in its discretion, is otherwise tied directly to
the attainment of the pre-established performance objectives. The Executive Incentive Plan has been structured in this manner to
maintain the tax deductibility to AFC of awards under this plan pursuant to Section 162(m) of the Code. Therefore, the Compensation
Committee has no discretion under this plan to reward performance by a particular Named Executive that may have favorably impacted
AFC’s results disproportionately or reward performance that is not immediately captured in the financial performance matrix
utilized.



As noted above, the
Board and Compensation Committee of AFC recognize that the performance of AFC is substantially affected by the environment in which
it operates, particularly interest rate movements and the shape of the yield curve. It is expected that AFC’s executives
will maintain systems to monitor such environment and over time take steps to prudently manage the various risks that such environment
presents. As a general matter, the Board and the Compensation Committee believe that, to be effective, the attainment of targets
established under the Executive Incentive Plan should be challenging, yet prudently attainable, so as not to encourage either imprudent
risk taking or the sacrifice of long-term performance for short-term gains.



In 2015, the Committee
retained Pearl Meyer to assist in the review of market surveys and peer group comparisons. Compensation and other financial data
for our peer group are compiled from publicly available information as well as from various surveys for similarly-sized and similar
industry companies. Because the information is based on publicly available data, the comparisons are always against the data for
the immediately preceding year (i.e., the 2015 study was based on data included in the 2014 annual reports and 2014 proxy statements
of our compensation peer group).



The compensation peer
group used in 2015 was selected after an extensive review of our prior peer group and exploration of new peer possibilities which
were better aligned with our size and business. The companies were chosen on the basis of one or more of the following factors:



| | · | As compared to AFC, they were within a reasonable range for revenue size and equity market capitalization;
| | - | ----------------------------------------------------------------------------------------------------------



| | · | They had executive positions comparable to those at AFC, which required a similar set of management
skills and experience;
| | - | --------------------------------------------------------------------------------------------------------------------------



| | · | They were representative of institutions used by proxy advisory firms as our peers; and/or
| | - | ------------------------------------------------------------------------------------------



21







| | · | They compete with us for business and executive talent.
| | - | -------------------------------------------------------



The following table
shows the 2015 peer group:



|2015
    Peer Group           
|------------------------------
|Associated
    Banc-Corp      
|EverBank Financial Corp.      
|F.N.B. Corporation            
|Fulton Financial Corporation  
|Investors Bancorp Inc.        
|MB Financial Inc.             
|National Penn Bancshares Inc. 
|PrivateBancorp, Inc.          
|Prosperity Bancshares Inc.    
|Signature Bank                
|TCF Financial Corporation     
|UMB Financial Corporation     
|Valley National Bancorp       
|Webster Financial Corp.       
|Wintrust Financial Corporation



No change in the peer
group or specific analysis of the peer comparison of compensation was made in 2016 because the Bank’s ability to change compensation
was constrained in many respects as a result of the NYCB Merger Agreement.



The Executive Incentive
Plan for 2016 provided for a target incentive opportunity equal to eighty percent (80%) of base salary for the President and Chief
Executive Officer and sixty-five percent (65%) of base salary for the senior executive officers, including Messrs. Donlon, Eggleston,
Fusco and Keegan.



The performance measurements
used for the Executive Incentive Plan for 2016 were AFC’s return on average assets, referred to as ROA, and AFC’s return
on average tangible common equity, referred to as ROATCE. Based upon the Strategic Plan, a series of achievement levels were established
in advance for ROA and ROATCE, with each level assigned a percentage award ranging from 0% to 200% of the target incentive opportunity.
Increasing performance within this range would result in a ten-to-twenty percentage point incremental increase in the award for
each achievement level met or exceeded to 100% and a twenty-five percentage point incremental increase thereafter up to 200%. ROA
accounted for 40% of each executive’s incentive opportunity, and was required to equal or exceed 0.24% for a 20% award, 0.34%
for a 40% award, 0.47% for a 50% award, 0.54% for a 60% award, 0.59% for a 70% award, 0.64% for an 80% award, 0.74% for a 100%
award and 1.14% for a 200% award. ROATCE accounted for 60% of each executive’s incentive opportunity, and was required to
equal or exceed 3.07% for a 20% award, 4.07% for a 40% award, 5.07% for a 50% award, 6.07% for a 60% award, 6.57% for a 70% award,
7.07% for an 80% award, 8.07% for a 100% award and 12.07% for a 200% award.



The Compensation Committee
believes that these performance measurements are over time, on an institution-wide basis, within the sufficient control of management
and should be captured in the total returns provided to shareholders of AFC Common Stock.



22







At the time the ranges
were established in January 2016, the Compensation Committee, consistent with past practice, also authorized certain financial
statement categories for potential adjustments to AFC’s ROA and ROATCE, as reported in accordance with U.S. generally accepted
accounting principles, referred to as GAAP, in determining the ultimate performance under the Executive Incentive Plan. In such
cases, typically, business plan assumptions are substituted for items that reflect changes in GAAP or are unknown, highly unpredictable
or uncontrollable by management at the time the business plan for the coming year is developed or approved. The nature of the adjustments
authorized for 2016 was generally consistent with adjustments authorized pursuant to the Executive Incentive Plan in previous years.



The specific adjustments
made to AFC’s GAAP net earnings and average tangible common equity for 2016 to arrive at adjusted ROA and adjusted ROATCE
for purposes of determining the performance under the Executive Incentive Plan were as follows:



| | (i) | General and administrative expenses were increased by $3.1 million to reflect business plan assumptions
which were substituted for GAAP expenses related to stock-based compensation expense;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | General and administrative expenses were decreased by $2.7 million to eliminate expenses that were
associated with, or arose in connection with the transactions contemplated by the NYCB Merger Agreement;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | The income tax provision was adjusted by the following:
| | ----- | -------------------------------------------------------



| | a. | the provision for income taxes was decreased by $147,000 related to the general and
                                                            administrative                                                             expense
                                                            adjustments noted above; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | the provision for income taxes was increased to eliminate the income tax benefit of $495,000 related
to the impact of a change in GAAP; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | Average tangible common equity was decreased by the following:
| | ---- | --------------------------------------------------------------



| | a. | $131,000 to reflect the adjustments to net earnings available to common stockholders as set forth
above; and
| | -- | ------------------------------------------------------------------------------------------------------------



| | b. | $2.5 million to eliminate any gain, other than that which existed at December 31, 2015, with respect
to accumulated other comprehensive net income.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------



As a result, and after
factoring in the impact of the incentive payment amounts themselves, for fiscal year 2016, the Compensation Committee, pursuant
to the terms of the Executive Incentive Plan, certified that AFC’s financial performance goals resulted in overall 44% of
target incentive payments based upon an adjusted ROA of 0.47% and an adjusted ROATCE of 4.51%.



Under the terms of
the NYCB Merger Agreement, AFC was permitted to determine and pay annual bonuses in respect of the 2016 fiscal year at 100% of
target. The goals were met at a level of 44% of target. Pearl Meyer and Mr. Redman recommended paying the annual incentive bonus
at 100% of target in order to reflect the additional workload and responsibilities that a number of participants had assumed in
light of other employee departures and to foster good employee morale in light of the pending NYCB Merger and future retention.
AFC determined that all participants, with the exception of Mr. Redman, should receive an additional incentive payout so that the
total incentive payouts received by each participant equaled 100%. The Compensation Committee determined that, in light of Mr.
Redman’s overall compensation, the incentive payment would not have the same indicative impact to him as it would to the
other senior executive officers and determined to pay his incentive compensation at the 44% of target level rather than awarding
the 100% target award. AFC also accelerated the determination and payment of the 2016 annual bonuses so that such amounts were
paid in December 2016. The Board took this action to seek to eliminate or reduce (i) the excise tax the executive officers may
have incurred on payments they are entitled to receive in connection with the NYCB Merger and that are considered excess parachute
payments under section 280G of the Code and (ii) the corresponding “gross-up” payments NYCB might otherwise have incurred
to the executive officers under the employment agreements the executive officers entered into with AFC and the Bank.



23







Equity-Based Compensation



The equity-based compensation
portion of AFC’s and the Bank’s 2016 compensation program consists of awards of RSAs and RSUs pursuant to the 2014
Stock Incentive Plan. As of March 31, 2017, there were 2,310,749 shares of AFC Common Stock available for future awards pursuant
to the 2014 Stock Incentive Plan. The purpose of the 2014 Stock Incentive Plan is to promote the growth and profitability of AFC,
to provide certain key officers and employees of AFC and its affiliates with an incentive to achieve corporate objectives, to attract
and retain individuals of outstanding competence and to provide such individuals with an equity interest in AFC.



Since 2006, the Compensation
Committee has only granted RSAs and RSUs, and not options, to AFC’s executive officers. Through 2012, these restricted stock
grants have been made in the form of RSAs, which have voting and dividend rights. Since RSAs consist of outstanding common shares,
the dividend rate applicable to RSAs is the same rate applicable to AFC Common Stock outstanding generally. Commencing in January
2013, the Compensation Committee also began granting performance-based RSUs, which represent a right to receive one share of common
stock in the future, subject to meeting certain criteria. In order for RSUs to vest, specific performance objectives must be achieved
within a specified performance measurement period. RSUs have no voting or dividend rights prior to vesting and delivery of shares.



Since 2008, it has
been the practice of AFC generally to award restricted stock to senior officers of the Bank and AFC annually following the release
of AFC’s prior fiscal year results in late January. These awards historically have been made to officers having the title
of Vice President or higher. This totaled 115 officers as of the grant date of February 1, 2016, 114 of which received grants.
The Compensation Committee believes that this group of individuals has the greatest ability to impact the overall performance and
therefore the stock price of AFC.



In February 2016, in
accordance with the terms of the NYCB Merger Agreement, the Compensation Committee approved equity grants for 2016 that only included
RSAs (and no performance-based RSUs), including a total of 663,960 RSAs that were granted to officers holding the title of Vice
President or higher, of which a total of 300,840 RSAs were granted to the eight executive officers, and of which a total of 231,330
RSAs were granted to the Named Executives. The aggregate value of these awards, based on the closing price of AFC Common Stock
on the NYSE as of the date of grant totaled $4,530,650 for RSAs, with respect to grants made to the eight executive officers and
$3,483,830 for RSAs, with respect to grants made to the Named Executives. In all cases, the value ascribed to awards of RSAs has
been the closing price of AFC Common Stock on the NYSE on the date of the grant or award. The Compensation Committee determined
that, in light of the NYCB Merger Agreement, it would be difficult to establish meaningful performance metrics for RSUs at that
time.



When awarded, the level
of restricted stock granted to each officer, including the executive officers, is established at the discretion of the Compensation
Committee. Among the specific factors considered in determining the level of grant for any particular officer was the overall cost
and value of the awards and the officer’s rank, responsibilities and ability to impact the overall financial performance
of AFC, the officer’s salary and the officer’s individual performance. Among the elements of individual performance
and contribution considered by the Compensation Committee for each Named Executive were the extent to which such officer demonstrated
leadership and motivational qualities, the effectiveness of such officer in managing operations within his areas of responsibility,
such officer’s effectiveness in adapting to unforeseen circumstances, the extent to which such officer’s individual
performance contributed to AFC meeting its corporate and strategic goals for the year as compared to other executive officers,
and how such officer’s individual performance measured up to the individual goals and objectives set at the beginning of
the fiscal year. In the case of the Chief Executive Officer, the Compensation Committee also takes into account the extent to which
he succeeded in implementing the Strategic Plan, as well as how effectively he guided executive management in connection with AFC’s
corporate performance goals.



24







In accordance with
the terms of the NYCB Merger Agreement and in consultation with NYCB, AFC accelerated the vesting of certain equity awards that
would otherwise have vested later so that such awards vested in December 2015. At meetings held in December 2015, the Compensation
Committee, in anticipation of the pending NYCB Merger, approved the accelerated vesting of portions of RSAs and RSUs of the AFC
Common Stock held by executive officers of the AFC, including portions of awards held by the Named Executives.



The affected
awards were granted in 2013, 2014 and 2015 under the 2005 Stock Incentive Plan and the 2014 Stock Incentive Plan, and were
subject to vesting based on the continued service of the recipient until a specified date and, in some cases, the achievement
of an established performance objective. Under the original terms of these awards, given continued service and attainment of
performance objectives, all portions of the awards that were accelerated would have vested either during 2016 pursuant to the
original vesting schedule or immediately before the closing of the NYCB Merger (except for the 9,580 shares granted to Mr.
Keegan, that vested on December 14, 2015, the original vesting date of which was December 31, 2015). The Compensation
Committee reviewed and confirmed the satisfaction of the performance objectives applicable to the awards being accelerated.
The total number of shares for which the vesting date was accelerated for Named Executives was 278,837.



The Compensation Committee
accelerated the vesting of the awards to seek to eliminate or reduce (i) the excise tax the executive officers may have incurred
on payments they are entitled to receive in connection with the NYCB Merger and that are considered excess parachute payments under
section 280G of the Code and (ii) the corresponding “gross-up” payments NYCB might otherwise have incurred to the executive
officers under the employment agreements the executive officers entered into with AFC and the Bank.



See “Security
Ownership of Management,” the Summary Compensation Table and the 2016 Outstanding Equity Awards at Fiscal Year End Table
for further information regarding certain restricted stock outstanding with respect to the Named Executives.



Retirement Benefits



Retirement benefits
are designed to provide for an adequate level of income to each participating employee following his or her retirement from AFC
and the Bank based upon compensation level and length of service and more recently their own participation in contributing toward
their retirement. These benefits are also designed to support the goals and objectives of the remainder of the compensation program.
Among those goals and objectives has been the retention of participating employees.



Retirement
benefits are provided through the Astoria Bank 401(k) Plan, referred to as the 401(k) Plan, the Astoria Bank Employees’
Pension Plan, the Bank Excess Benefit Plan, referred to as the Excess Plan, and the Bank Supplemental Benefit Plan, referred
to as the Supplemental Plan. The Employee Pension Plan, the Excess Plan and the Supplemental Plan are referred to
collectively as the DB Plans. Certain post-retirement benefits are also provided through the Bank’s Amended and Restated
Retirement Medical, Dental and Vision Benefit Plan for Senior Officers (Corporate Vice Presidents & Above).



25







In 1986, the Bank implemented
the Incentive Savings Plan which is now called the Astoria Bank 401(k) Plan, a defined contribution 401(k) plan. At the time it
was implemented, the 401(k) Plan operated as a profit sharing plan pursuant to which employees received from the Bank matching
contributions, based upon their level of voluntary participation in the plan. The 401(k) Plan gave employees an incentive to save,
helped provide for their retirement, provided certain tax benefits to participants, helped focus employees on the profitability
of the Bank and allowed employees to rollover vested balances if they left the Bank’s employ prior to retirement age. The
401(k) Plan continues to be maintained and employees can continue to make voluntary contributions into the 401(k) Plan. From 1993
through 2012, the Bank and AFC made no contributions to the 401(k) Plan. In January 2013, the Bank resumed making matching contributions
equal to 50% of an employee’s contribution up to 6% of the employee’s compensation, for a maximum contribution of 3%
of the participating employee's compensation, in anticipation of the elimination of benefits under the Astoria Federal Savings
and Loan Association Employee Stock Ownership Plan which was frozen as of December 31, 2013 and merged with and into the 401(k)
Plan effective April 1, 2014. In January 2015, the Bank enhanced the contributions to the 401(k) Plan. Currently, the Bank makes
matching contributions equal to 100% of each employee's contributions up to 3% of the employee's compensation plus 50% of each
employee's contributions over 3% but not in excess of 6% of the employee's compensation for a maximum contribution of 4.5% of the
participating employee's compensation.



The Employee Pension
Plan is a qualified defined benefit plan. This plan, historically, was the primary retirement vehicle for the Bank, which, when
the plan was originally adopted in 1949 and until 1993, was a relatively small mutual thrift institution. The benefit formula under
the Employee Pension Plan, which evolved over time based primarily upon Code requirements, is based upon length of service and,
prior to April 30, 2012, the average compensation level for the five years preceding retirement. As described in more detail below,
the Employee Pension Plan was amended effective April 30, 2012, to freeze benefit accruals. In connection with this change, the
plan was amended to base benefits on the higher of the average of the five highest years of salary of a participant during the
ten years immediately preceding retirement on or before April 30, 2012, or the annual rate of the participant’s salary as
of April 30, 2012, whichever was greater.



As a tax qualified
plan, the compensation level which can be considered in the benefit formula is capped in accordance with applicable provisions
of the Code. As a result, the Employee Pension Plan, over time, failed to capture significant amounts of compensation in the benefit
formula, at the higher salary and compensation levels within the Bank.



In 1983, the Excess
Plan, a non-qualified defined benefit plan, was instituted. This plan applies the Employee Pension Plan benefit formula to salary-based
compensation above the Internal Revenue Service, or IRS, compensation limits.



In 1991, the Bank instituted
the Supplemental Plan, also a non-qualified defined benefit plan, to maintain the then current benefit formula for a group of officers
impacted by a reduction in the benefits formula under the qualified plan and, indirectly, the Excess Plan due to changes mandated
under the Code. Mr. Redman is the only Named Executive who is currently a participant in the Supplemental Plan. See the discussion
under “Additional DB Plan Information” regarding the benefit formulas applicable to the DB Plans and the effect of
the freezing of the DB Plans as of April 30, 2012.



Increasingly, over
time, defined benefit plan expense has become extremely volatile and of a material magnitude. Increasingly, companies have moved
from providing defined benefit based retirement programs to defined contribution programs which, while generally providing lower
benefit levels, encourage employee participation in the retirement savings process while creating expense structures which are
predictable and controllable. As part of the 2012 expense control initiative, the DB Plans were frozen effective April 30, 2012.



The Bank
maintained an Amended and Restated Retirement Medical and Dental Benefit Policy for Senior Officers through the end of 2016,
and in February 2017, the Bank amended and restated this policy as the Amended and Restated Retirement Medical, Dental and
Vision Benefit Plan for Senior Officers, together referred to as the Post-retirement
Medical Plan. The Post-retirement Medical Plan provides executive and other senior officers and their spouses, if any, with
medical, dental and vision coverage following such officers’ retirement from the Bank at age 55 or older with at least
ten years of service. Based upon the officer’s age at retirement, the Bank pays between fifty percent (50%) and
one hundred percent (100%) of the premiums for such coverage. AFC views this benefit as another vehicle to encourage
the retention of its senior officers. For more information on the impact of the February 2017 amendment and restatement of
the (Corporate Vice President and Above), see “Other Potential Post-Employment Payments” below.



26







Perquisites



The executive officers
are provided with certain perquisites detailed below. These perquisites are modest in cost and scope. See the section entitled
“Transactions with Certain Related Persons” for a discussion of the Bank’s Employee & Director Mortgage Loan
Policy.



Other Banking Services



The Bank provides to
its employees, officers and directors routine retail banking services, including primarily checking, savings and certificate of
deposit accounts. The Bank from time to time waives, for such individuals, certain de minimis fees associated with such
accounts. As these amounts are waived on a non-discriminatory basis to the Bank’s employees generally, under SEC regulations,
they are not included in the Summary Compensation Table for the Named Executives or the 2016 Director Compensation Table for the
directors and are not considered to be related-party transactions.



Company-Provided Automobiles



All executive officers
are provided with a company owned or leased automobile for their business and personal use. The Bank pays the maintenance, insurance
and licensing-related costs of the automobile, but not fuel costs. The value of this benefit, net of direct business usage, for
which other employees are reimbursed, is included in the Summary Compensation Table under the All Other Compensation column.



Use of Corporate Aircraft and Other
Travel-Related Expenses



AFC maintains a fractional
leasehold interest in a corporate aircraft for use by its executives for business purposes only. Personal use of the aircraft is
not permitted. The use of this aircraft by the executives is viewed by AFC as integrally and directly related to their job performance.
As a result, this use is not viewed as a perquisite as defined by SEC regulations.



AFC has a policy when
Named Executives travel on business to allow the executives to be accompanied by their spouses. This benefit is utilized sparingly
by the executives and is considered a perquisite. The estimated incremental cost of the spouse’s attendance is included in
the Summary Compensation Table under the All Other Compensation column where such amount can be determined. In all cases, such
benefit is immaterial to the compensation of the Named Executives. If a Named Executive is traveling on business utilizing the
corporate aircraft and there is otherwise room available on the aircraft for the executive’s spouse to accompany the executive,
the spouse may do so. As there is no incremental cost to AFC for the spouse accompanying the executive on such flight, no amount
has been included in the Summary Compensation Table with respect to such usage. To the extent a commercial flight was utilized
and AFC bore the cost of the spouse’s air travel, the cost of such air travel is included in the Summary Compensation Table
under the All Other Compensation column.



Primarily due to the
pending NYCB Merger, the corporate aircraft was not used during 2016.



Other Benefits



All senior officers,
including the Named Executives, are offered the opportunity to have an annual physical examination at the Bank’s expense.
In the alternative, senior officers may consult their own physicians and submit the cost of such physical through the officer’s
medical insurance coverage which is available to all full time employees. The Bank will reimburse senior officers who consult their
own physician the amount in excess of any medical insurance reimbursement less the amount the employee may receive pursuant to
the employee’s medical flexible spending account, if any.



27







Cash versus Non-cash and Current
versus Future Compensation



The Compensation Committee
does not maintain a stated policy which dictates cash versus non-cash compensation or current versus future compensation. However,
the allocation of cash and non-cash compensation for each of the Named Executives is reviewed by the Compensation Committee annually
and reflects its best efforts to balance the short and long-term objectives of AFC.



Compensation Clawback Policy



AFC has adopted a compensation
clawback policy that applies to its officers and employees who receive performance-based compensation, including incentive cash
bonuses and equity grants with performance vesting conditions. Under this policy, in the event of the restatement of AFC’s
audited financial statements, performance-based compensation paid during the three-year period preceding the date on which the
restatement occurs (subject to extension) will be reviewed by the non-interested members of the Board or such committee of the
Board as the Board may determine, or the Clawback Review Committee. The Clawback Review Committee shall determine whether to demand
repayment of any performance-based compensation overpayment, based in part on a report from management identifying the performance-based
compensation paid during the three-year period compared to the amount that would have been payable based on the corrected financial
statements, as well as such other information, evidence, advice and other considerations as the Clawback Review Committee may,
in its discretion, deem relevant.



Summary Compensation Table





|                                                      |  |      |      |  |        |  |         |        |  |  |         |  |  |              |           |  | Change in    |  |         |         |  |  |           | 
|----------------------------------------------------- |  | ---- | ---- |  | ------ |  | ------- | ------ |  |  | ------- |  |  | ------------ | --------- |  | ------------ |  | ------- | ------- |  |  | --------- | 
|                                                      |  |      |      |  |        |  |         |        |  |  |         |  |  |              |           |  | Pension      |  |         |         |  |  |           | 
|                                                      |  |      |      |  |        |  |         |        |  |  |         |  |  | Non-         |           |  | Value and    |  |         |         |  |  |           | 
|                                                      |  |      |      |  |        |  |         |        |  |  |         |  |  | Equity       |           |  | Nonqualified |  |         | All     |  |  |           | 
|                                                      |  |      |      |  |        |  |         |        |  |  |         |  |  | Incentive    |           |  | Deferred     |  |         | Other   |  |  |           | 
|Name                                                  |  |      |      |  |        |  |         |        |  |  | Stock   |  |  | Plan         |           |  | Compensation |  |         | Compen- |  |  |           | 
|and                                                   |  |      |      |  | Salary |  |         | Bonus  |  |  | Awards  |  |  | Compensation |           |  | Earnings     |  |         | sation  |  |  | Total     | 
|Principal Position(1)                                 |  | Year |      |  | ($)(3) |  |         | ($)(4) |  |  | ($)(5)  |  |  | ($)(6)       |           |  | ($)(7)       |  |         | ($)(8)  |  |  | ($)       | 
|                                                      |  |      |      |  |        |  |         |        |  |  |         |  |  |              |           |  |              |  |         |         |  |  |           | 
|Monte N. Redman                                       |  |      | 2016 |  |        |  | 990,000 |        |  |  | 0       |  |  |              | 990,346   |  |              |  | 348,480 |         |  |  | 0         | 
|President and Chief                                   |  |      | 2015 |  |        |  | 960,000 |        |  |  | 0       |  |  |              | 1,324,283 |  |              |  | 384,000 |         |  |  | 0         | 
|Executive Officer                                     |  |      | 2014 |  |        |  | 960,000 |        |  |  | 0       |  |  |              | 1,319,077 |  |              |  | 460,800 |         |  |  | 1,227,292 | 
|                                                      |  |      |      |  |        |  |         |        |  |  |         |  |  |              |           |  |              |  |         |         |  |  |           | 
|Frank E. Fusco                                        |  |      | 2016 |  |        |  | 615,000 |        |  |  | 223,860 |  |  |              | 768,964   |  |              |  | 175,890 |         |  |  | 94,748    | 
|Senior Executive Vice                                 |  |      | 2015 |  |        |  | 565,000 |        |  |  | 0       |  |  |              | 667,806   |  |              |  | 183,265 |         |  |  | 0         | 
|President and Chief Financial Officer                 |  |      | 2014 |  |        |  | 535,000 |        |  |  | 0       |  |  |              | 630,623   |  |              |  | 208,650 |         |  |  | 425,399   | 
|                                                      |  |      |      |  |        |  |         |        |  |  |         |  |  |              |           |  |              |  |         |         |  |  |           | 
|Gerard C. Keegan                                      |  |      | 2016 |  |        |  | 645,000 |        |  |  | 234,780 |  |  |              | 806,463   |  |              |  | 184,470 |         |  |  | 0         | 
|Vice Chairman, Senior                                 |  |      | 2015 |  |        |  | 625,000 |        |  |  | 0       |  |  |              | 369,832   |  |              |  | 203,125 |         |  |  | 0         | 
|Executive Vice President and Chief  Operating Officer |  |      | 2014 |  |        |  | 625,000 |        |  |  | 0       |  |  |              | 736,965   |  |              |  | 243,750 |         |  |  | 421,976   | 
|                                                      |  |      |      |  |        |  |         |        |  |  |         |  |  |              |           |  |              |  |         |         |  |  |           | 
|Alan P. Eggleston                                     |  |      | 2016 |  |        |  | 550,000 |        |  |  | 200,200 |  |  |              | 687,640   |  |              |  | 157,300 |         |  |  | 82,496    | 
|Senior Executive Vice                                 |  |      | 2015 |  |        |  | 535,000 |        |  |  | 0       |  |  |              | 632,074   |  |              |  | 173,875 |         |  |  | 0         | 
|President and Chief Risk Officer                      |  |      | 2014 |  |        |  | 535,000 |        |  |  | 0       |  |  |              | 630,623   |  |              |  | 208,650 |         |  |  | 364,968   | 
|                                                      |  |      |      |  |        |  |         |        |  |  |         |  |  |              |           |  |              |  |         |         |  |  |           | 
|Hugh J. Donlon                                        |  |      | 2016 |  |        |  | 460,000 |        |  |  | 167,440 |  |  |              | 230,418   |  |              |  | 131,560 |         |  |  | 0         | 
|Senior Executive Vice                                 |  |      | 2015 |  |        |  | 450,000 |        |  |  | 675,000 |  |  |              | 421,383   |  |              |  | 0       |         |  |  | 0         | 
|President and Chief Lending Officer (2)               |  |      | 2014 |  |        |  | 95,192  |        |  |  | 325,000 |  |  |              | 1,050,035 |  |              |  | 0       |         |  |  | 0         | 





28














| | (1) | All titles were held throughout 2016.
| | --- | -------------------------------------



| | (2) | Mr. Donlon has served as Senior Executive Vice President and Chief Lending Officer since October
14, 2014. The amount reflected in the Salary column for 2014 represents Mr. Donlon’s salary earned from October 14,
2014, his hire date, through December 31, 2014.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Each of the Named Executives elected to contribute a portion of his salary into the 401(k) Plan.
Each of the Named Executives also elected to contribute a portion of his salary into a medical flexible spending account. Participation
in these plans is not discriminatory in favor of the Named Executives. Such employee contributions are included in the figures
reported as salary.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | This column reflects the bonuses paid to Mr. Donlon under the terms of his offer letter, including
sign-on bonuses of $325,000 in 2014 and $350,000 in 2015, along with a guaranteed minimum bonus of $325,000 for 2015. As described
under “Short-Term Non-Equity Incentive Plan Compensation,” AFC paid out bonuses for 2016 to Messrs. Fusco, Keegan,
Eggleston and Donlon at 100% of the target opportunity, although the applicable goals were met at a level of 44% of target. Pursuant
to SEC guidance regarding presentation of compensation in this summary table, the amount of each such incentive payment that is
based on the 44% attainment level appears in the Non-Equity Incentive Plan Compensation column, while the remainder appears under
this Bonus column.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | This column represents the aggregate grant date fair value of RSAs awarded to the Named
                                                           Executives in 2016 and RSAs and RSUs awarded to the Named Executives in 2014 and 2015 pursuant to the 2005 Stock Incentive
                                                           Plan and the 2014 Stock Incentive Plan, which plans were previously approved by the shareholders of AFC. The figures in this
                                                           column for 2015 include fair values for the 2015 RSUs reflecting the probable outcome of performance conditions, as
                                                           determined as of the grant date pursuant to FASB ASC Topic 718. The maximum amounts payable for RSUs that will vest in the
                                                           event that AFC performs at the maximum payout percentages (125% of the target award) for the year ending December 31, 2017,
                                                           would be $815,280 for Mr. Redman, $410,800 for Mr. Fusco, $227,520 for Mr. Keegan, $388,680 for
                                                           Mr. Eggleston and $259,120 for Mr. Donlon. If these maximum amounts were included in the table above for 2015, the
                                                           resulting aggregates reported would be $2,881,285 for Mr. Redman, $1,543,456 for Mr. Fusco, $1,280,697 for
                                                           Mr. Keegan $1,460,912 for Mr. Eggleston and $1,638,223 for Mr. Donlon. Mr. Donlon was hired on October
                                                           14, 2014 and did not participate in the 2005 Stock Incentive Plan for 2014 but received a one-time grant of 85,161 RSAs
                                                           pursuant to the 2014 Stock Incentive Plan as part of his new hire package. The fair value of the RSAs is calculated using the
                                                           closing price of AFC Common Stock as quoted on the NYSE on the date of the award. The fair value of the RSUs is calculated
                                                           using the closing price of AFC Common Stock as quoted on the NYSE on the date of the award, reduced by the present value of
                                                           the expected dividend stream during the vesting period of such awards using a risk-free interest rate. For
                                                           additional information, see Note 15 of the Notes to AFC’s 2016 Consolidated Financial Statements, or the 2016
                                                           Consolidated Financial Statements. For additional information regarding RSAs and RSUs held by the Named Executives, see the
                                                           2016 Outstanding Equity Awards At Fiscal Year-End Table.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | This column represents the incentive bonus award payments made to the Named Executive for 2014,
2015 and 2016 pursuant to the Executive Incentive Plan, which plan was previously approved by the shareholders of AFC. For additional
information, see the 2016 Grants of Plan-Based Awards Table. Mr. Donlon was hired on October 14, 2014 and was not eligible
for an incentive bonus award for 2014. While Mr. Donlon did participate in the Executive Incentive Plan in 2015, his plan
based incentive was less than his guaranteed 2015 bonus of $325,000.00, provided as part of his new hire package.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | This column represents the sum of the actuarial change in pension value in 2014, 2015 and 2016
for Mr. Redman, Mr. Fusco, Mr. Keegan and Mr. Eggleston according to their respective participation in the
DB Plans. Mr. Donlon was hired on October 14, 2014 and does not participate in any of the DB Plans. For information regarding
the assumptions used in determining the present value of such benefits, as well as additional information regarding the Named Executives’
participation in such plans, see “Additional DB Plan Information” and the 2016 Pension Benefits Table. Pursuant to
SEC regulations, Messrs. Redman and Keegan’s change in pension value for 2016 is disclosed as $0.00 because the changes in
the actuarial value of their benefits from December 31, 2015 to December 31, 2016 were negative $66,273 and $52,166, respectively.
Pursuant to SEC regulations, Messrs. Redman, Fusco, Keegan and Eggleston’s change in pension value for 2015 is disclosed
as $0.00 because the changes in the actuarial value of their benefits from December 31, 2014 to December 31, 2015 were negative
$375,643, $107,570, $374,570 and $52,186, respectively.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | This column represents compensation amounts reportable with respect to the Named Executives for
2014, 2015 and 2016 pursuant to SEC regulations and not properly reportable in any other column of the Summary Compensation Table.
AFC has not paid any tax gross-up amounts with respect to any compensation or benefits reflected in the Summary Compensation Table
or otherwise. AFC does not allow Named Executives or other officers and employees to acquire AFC Common Stock at a discount. While
the Bank provides group life insurance coverage with respect to the Named Executives, such benefit is provided on a non-discriminatory
basis to all full time employees of the Bank and, therefore, has been excluded pursuant to SEC regulations, as have other group
medical and health coverages. The following table sets forth additional detail regarding All Other Compensation amounts for the
year ended December 31, 2016:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





29







All Other Compensation
Table



|                  |  | Dividends  |        |  |             |  |        |               |  |  |        | 
|----------------- |  | ---------- | ------ |  | ----------- |  | ------ | ------------- |  |  | ------ | 
|                  |  | Received   |        |  |             |  |        |               |  |  |        | 
|                  |  | On         |        |  | Perquisites |  |        |               |  |  |        | 
|                  |  | Restricted |        |  | and Other   |  |        | Employer      |  |  |        | 
|                  |  | Stock      |        |  | Personal    |  |        | Contributions |  |  |        | 
|                  |  | Awards     |        |  | Benefits    |  |        | To 401(k)     |  |  | Total  | 
|Name              |  | ($)(a)     |        |  | ($)(b)      |  |        | Plan ($)(c)   |  |  | ($)    | 
|                  |  |            |        |  |             |  |        |               |  |  |        | 
|Monte N. Redman   |  |            | 13,264 |  |             |  | 16,046 |               |  |  | 11,925 | 
|                  |  |            |        |  |             |  |        |               |  |  |        | 
|Frank E. Fusco    |  |            | 9,554  |  |             |  | 20,212 |               |  |  | 11,925 | 
|                  |  |            |        |  |             |  |        |               |  |  |        | 
|Gerard C. Keegan  |  |            | 8,568  |  |             |  | 16,208 |               |  |  | 11,925 | 
|                  |  |            |        |  |             |  |        |               |  |  |        | 
|Alan P. Eggleston |  |            | 8,616  |  |             |  | 19,985 |               |  |  | 11,925 | 
|                  |  |            |        |  |             |  |        |               |  |  |        | 
|Hugh J. Donlon    |  |            | 7,864  |  |             |  | 11,686 |               |  |  | 11,925 | 










| | (a) | This column represents dividends paid during 2016 to each of the Named Executives by AFC with respect
to the AFC Common Stock previously awarded to the Named Executives as unvested RSAs pursuant to the 2005 Stock Incentive Plan and
the 2014 Stock Incentive Plan. Such dividends are, for federal and state tax purposes, treated as wages and as such are subject
to tax withholding. The amount reflected is the gross amount paid before tax withholding.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | This column represents perquisites and other personal benefits incurred by AFC and the Bank with
respect to the Named Executives for the 2016 fiscal year. For each of the Named Executives, such benefits consisted of the value
of an automobile provided to each by the Bank and utilized for non-business purposes. Automobiles are provided to the Named Executives
by the Bank, which the Named Executives may use for business purposes, commuting and for personal use. The amount included as a
perquisite was determined based upon the total cost incurred by the Bank for the automobile including annual depreciation, as well
as insurance, registration and inspection fees and maintenance costs, less the cost the Bank would have reimbursed the executive
for business mileage had the executive used their personal automobile, adjusted positively or negatively for the gain or loss realized
on any owned automobile traded in during the year, based upon the estimated salvage value established at the time the automobile
was acquired. This amount represents the incremental cost of such automobiles to AFC and does not represent the amount of income
attributable to the Named Executive for tax purposes as a result of the non-business use of such automobile. For a description
of the policies of AFC with respect to providing automobiles to its executive officers, see “Perquisites.” In the case
of Mr. Keegan, this column also includes the amount reimbursed to him for a health examination.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | This column represents the net amount of employer contributions allocated to the Named Executives
as a result of their participation in the 401(k) Plan.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------



Mr. Redman’s
salary and incentive award payment for 2016 represent approximately 56% of his total compensation. Mr. Fusco’s salary, bonus
and incentive award payment for 2016 represent approximately 53% of his total compensation. Mr. Keegan’s salary, bonus and
incentive award payment for 2016 represent approximately 56% of his total compensation. Mr. Eggleston’s salary, bonus and
incentive award payment for 2016 represent approximately 53% of his total compensation. Mr. Donlon’s salary, bonus and incentive
award payment for 2016 represent approximately 74% of his total compensation.



The following table
sets forth information regarding cash incentive award opportunities and equity grants pursuant to the Executive Incentive Plan
and the 2014 Stock Incentive Plan, respectively, provided to the Named Executives during 2016. Pursuant to the terms of the Executive
Incentive Plan, the Compensation Committee annually establishes an annual cash incentive opportunity for the executive officers
of AFC. For a discussion of the goals and targets applicable for 2016, see “Short-Term Non-Equity Incentive Plan Compensation.”
Equity grants are made at the discretion of the Compensation Committee. For a discussion of the 2014 Stock Incentive Plan, see
“Equity-Based Compensation.”





30







2016 Grants of Plan-Based Awards Table



|                  |  |                |  |                            |         |  |          |  |         |         |  |  | All Other  Stock  Awards: |  |  | Grant              |       
|----------------- |  | -------------- |  | -------------------------- | ------- |  | -------- |  | ------- | ------- |  |  | ------------------------- |  |  | ------------------ | ------
|                  |  |                |  |                            |         |  |          |  |         |         |  |  | Numbers of Shares         |  |  | Date Fair Value of |       
|                  |  |                |  | Estimated Future Payouts   |         |  | of Stock |  |         | Stock   | 
|                  |  |                |  | Under Non-Equity Incentive |         |  | or Units |  |         | Awards  | 
|Name              |  | Grant Date (1) |  | Plan Awards (2)            |         |  | (#)(3)   |  |         | ($)(4)  | 
|                  |  |                |  | Threshold                  |         |  | Target   |  |         | Maximum |  |  |                           |  |  |                    |       
|                  |  |                |  | ($)                        |         |  | ($)      |  |         | ($)     |  |  |                           |  |  |                    |       
|                  |  |                |  |                            |         |  |          |  |         |         |  |  |                           |  |  |                    |       
|Monte N. Redman   |  |                |  |                            | 158,400 |  |          |  | 792,000 |         |  |  | 1,584,000                 |  |  |                    |       
|                  |  | 2/1/2016       |  |                            |         |  |          |  |         |         |  |  |                           |  |  |                    | 65,760
|                  |  |                |  |                            |         |  |          |  |         |         |  |  |                           |  |  |                    |       
|Frank E. Fusco    |  |                |  |                            | 79,950  |  |          |  | 399,750 |         |  |  | 799,500                   |  |  |                    |       
|                  |  | 2/1/2016       |  |                            |         |  |          |  |         |         |  |  |                           |  |  |                    | 51,060
|                  |  |                |  |                            |         |  |          |  |         |         |  |  |                           |  |  |                    |       
|Gerard C. Keegan  |  |                |  |                            | 83,850  |  |          |  | 419,250 |         |  |  | 838,500                   |  |  |                    |       
|                  |  | 2/1/2016       |  |                            |         |  |          |  |         |         |  |  |                           |  |  |                    | 53,550
|                  |  |                |  |                            |         |  |          |  |         |         |  |  |                           |  |  |                    |       
|Alan P. Eggleston |  |                |  |                            | 71,500  |  |          |  | 357,500 |         |  |  | 715,000                   |  |  |                    |       
|                  |  | 2/1/2016       |  |                            |         |  |          |  |         |         |  |  |                           |  |  |                    | 45,660
|                  |  |                |  |                            |         |  |          |  |         |         |  |  |                           |  |  |                    |       
|Hugh J. Donlon    |  |                |  |                            | 59,800  |  |          |  | 299,000 |         |  |  | 598,000                   |  |  |                    |       
|                  |  | 2/1/2016       |  |                            |         |  |          |  |         |         |  |  |                           |  |  |                    | 15,300










| | (1) | All grants of Non-Equity Incentive Plan Awards to the Named Executives were made pursuant to the
Executive Incentive Plan. For additional information regarding the Executive Incentive Plan, see “Short-Term Non-Equity Incentive
Plan Compensation.” Grants to the Named Executives of equity-based awards during 2016 were made pursuant to the 2014 Stock
Incentive Plan. For additional information regarding the 2014 Stock Incentive Plan, see “Equity-Based Compensation.”
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The amounts reflected under the Estimated Future Payouts under Non-Equity Incentive Plan Awards
columns reflect the incentive bonus program for the Named Executives for fiscal year 2016. The Threshold column reflects the minimum
bonus which could be earned by the Named Executive earning any bonus. Performance of AFC below the specified level would result
in no bonus. The Target column represents the amounts that would be earned had AFC performed at the one hundred percent (100%)
payout percentage as specified under the goals established in connection with the Executive Incentive Plan for 2016. The maximum
payout percentage was two hundred percent (200%) for 2016. In December 2016, the Compensation Committee of AFC determined that
AFC’s performance in 2016 exceeded the threshold requirements, and therefore the Compensation Committee determined to award
incentive payments under the Non-Equity Incentive Plan for 2016. See Summary Compensation Table for the amount of the incentive
payment earned by each of the Named Executives during 2016 and “Short-Term Non-Equity Incentive Plan Compensation”
for the performance targets for these awards.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | The amounts reflected under this column reflect the RSA awards granted under the 2014 Stock Incentive
Plan for the Named Executives granted during fiscal year 2016. These awards were granted subject to the recipients’ continued
service through December 14 of 2016, 2017 and 2018.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | The amount reflected under the Grant Date Fair Value of Stock Awards column, computed in accordance
with FASB ASC Topic 718, excluding the impact of estimated forfeitures related to service-based vesting conditions, reflects the
total number of RSAs. The amount reflects the grant date fair value of the award, which on a per share basis is equal to the closing
price per share of AFC Common Stock as quoted on the NYSE on the date of the grant, which was $15.06 per share. The Named Executives
paid no consideration for these awards other than for services rendered in performing their duties and responsibilities as executive
officers.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





31







The following table
provides information on the current holdings of both RSAs and RSUs by the Named Executives as of December 31, 2016. This table
includes unvested RSAs and RSUs. Each equity grant or award outstanding at fiscal year-end is shown separately for each Named Executive.
There were no unvested options outstanding as of December 31, 2016. The vesting schedule for each grant or award is shown following
this table, based on the RSA or RSU award date. The market value of the RSAs is based on the closing price per share of AFC Common
Stock as quoted on the NYSE on the last trading day of December 2016, or $18.65. The fair value of the RSUs is based on the closing
price per share of AFC Common Stock as quoted on the NYSE on the last trading day of December 2016 which was $18.65 and reduced
by the present value of the expected dividend stream during the vesting period using a risk-free interest rate which results in
a market value of $18.65 per unit for RSUs awarded in 2014 and $18.49 per unit for RSUs awarded in 2015. For additional information
about the RSAs and RSUs, see “Equity-Based Compensation.”



2016 Outstanding Equity Awards At Fiscal
Year-End Table



|                  |  |                             |  | Stock Awards                                                 |       
|----------------- |  | --------------------------- |  | ------------------------------------------------------------ | ------
|Name              |  | RSA/RSU Award   Date (1)(2) |  | Number of Shares or Units of Stock That Have Not Vested  (#) |       
|                  |  |                             |  |                                                              |       
|Monte N. Redman   |  | 2/3/2014                    |  |                                                              |       
|                  |  | 4/27/2015                   |  |                                                              | 17,140
|                  |  | 4/27/2015                   |  |                                                              |       
|                  |  | 2/1/2016                    |  |                                                              | 43,840
|                  |  |                             |  |                                                              |       
|Frank E. Fusco    |  | 2/3/2014                    |  |                                                              |       
|                  |  | 4/27/2015                   |  |                                                              | 8,650 
|                  |  | 4/27/2015                   |  |                                                              |       
|                  |  | 2/1/2016                    |  |                                                              | 34,040
|                  |  |                             |  |                                                              |       
|Gerard C. Keegan  |  | 2/3/2014                    |  |                                                              |       
|                  |  | 4/27/2015                   |  |                                                              |       
|                  |  | 2/1/2016                    |  |                                                              | 35,700
|                  |  |                             |  |                                                              |       
|Alan P. Eggleston |  | 2/3/2014                    |  |                                                              |       
|                  |  | 4/27/2015                   |  |                                                              | 8,190 
|                  |  | 4/27/2015                   |  |                                                              |       
|                  |  | 2/1/2016                    |  |                                                              | 30,440
|                  |  |                             |  |                                                              |       
|Hugh J. Donlon    |  | 10/15/2014                  |  |                                                              | 28,387
|                  |  | 4/27/2015                   |  |                                                              | 5,460 
|                  |  | 4/27/2015                   |  |                                                              |       
|                  |  | 2/1/2016                    |  |                                                              | 10,200








| | (1) | The following table details the vesting date for all outstanding RSAs held by the Named Executives
as of December 31, 2016, based upon the award date of such RSAs.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



32







RSA Vesting Schedule



|Award Date |  | Initial Vesting Date(a)
|---------- |  | -----------------------
|10/15/2014 |  | 10/1/2015              
|4/27/2015  |  | 12/14/2015             
|2/1/2016   |  | 12/14/2016             










| | (a) | Shares awarded to the Named Executives vest one-third per year of the awarded
                                                                                               shares commencing on the vesting date set forth above and on the anniversary thereafter as to those shares awarded on October
                                                                                               15, 2014, April 27, 2015 and February 1, 2016, respectively. In addition to the dates indicated, all RSAs would vest early
                                                                                               upon death or disability. All RSAs indicated would also vest in the event of a change of control of either AFC or the
                                                                                               Bank.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | The numbers and values of unearned unvested shares represent amounts distributable upon attainment
of target performance goals for these awards. The following table details the vesting date for all outstanding RSUs held by the
Named Executives as of December 31, 2016, based upon the award date of such RSU:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



RSU Vesting Schedule



|Award Date |  | Vesting Date(a)
|---------- |  | ---------------
|2/3/2014   |  | 2/1/2017       
|4/27/2015  |  | 2/1/2018       










| | (a) | All RSUs awarded to the Named Executives vest on the date indicated provided the performance
                                                               goals that are set for the measurement period are attained. With respect to the RSUs awarded on February 3, 2014, in the
                                                               event of a recipient’s termination of employment due to death, disability or retirement on or after December 31, 2016,
                                                               service conditions for these RSUs shall be considered met, subject to satisfaction of performance conditions. All
                                                               performance                                                                conditions would be considered achieved at the
                                                               target level in the event a change of control of either AFC or the Bank occurs
                                                               during the performance period, and any service conditions will be deemed met on service through the date of the change of
                                                               control. Absent a change of control, if a recipient ceases to perform services in any capacity, whether as an
                                                               employee,                                                                officer, non-employee
                                                               director                                                                                              or
                                                               consultant, prior to
                                                               December                                                                       31,
                                                               2016,                                                                                                             these
                                                               RSUs will                                                                        be
                                                               forfeited. With respect to the RSUs                                                                                 awarded
                                                               on April 27, 2015, in the event of a                                                                recipient’s
                                                               termination of employment due to death,                                                                disability or
                                                               retirement on or after December 31, 2017,                                                                service conditions
                                                               for these
                                                               RSUs shall be considered met, subject to satisfaction of performance conditions. All performance conditions would be
                                                               considered achieved at the target level in the event a change of control of either AFC or the Bank occurs during the
                                                               performance period, and any service conditions will be deemed met on service through the date of the change of control.
                                                               Absent a change of control, if a recipient ceases to perform services in any capacity, whether as an employee,
                                                               officer,                                                                non-employee
                                                               director or                                                                                            consultant, prior to December 31, 2017,                                                                these RSUs
                                                               will be forfeited.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The following table
provides information, for the Named Executives, regarding the number of shares acquired upon vesting during 2016, and the value
realized before their payment of any applicable withholding tax and broker commissions.



33







2016 Stock Vested



|                  |  | Stock Awards                             |       
|----------------- |  | ---------------------------------------- | ------
|Name              |  | Number of Shares Acquired On Vesting (#) |       
|Monte N. Redman   |  |                                          | 21,920
|Frank E. Fusco    |  |                                          | 17,020
|Gerard C. Keegan  |  |                                          | 17,850
|Alan P. Eggleston |  |                                          | 15,220
|Hugh J. Donlon    |  |                                          | 5,100 










| | (1) | Value realized is calculated by multiplying the number of shares of AFC Common Stock that vested
by the closing price per share of AFC Common Stock as quoted on the NYSE on the date of vesting.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Additional DB Plan Information



The following details
the components of AFC’s pension benefits for the Named Executives.



Employee Pension Plan



The Employee Pension
Plan is a funded and tax qualified retirement program that covers approximately 3,463 eligible employees and retirees of the Bank
and its predecessors as of December 31, 2016. As applicable to the Named Executives, the plan provided benefits based on a formula
that takes into account a portion of the executive’s earnings for each fiscal year, subject to applicable IRS limitations.
Since 1992, the formula provides for a normal benefit accrual for each year of service (up to a maximum of 30 years) equal to 1.00%
of the executive’s average base salary over the 5 years immediately preceding retirement up to “covered compensation”
and 1.6% of such average base salary in excess of “covered compensation.” “Covered compensation” varies
based upon a participant’s normal retirement date based upon changes in the average of the Social Security taxable wage bases.
Effective April 30, 2012, a participant’s normal annual benefit will be the greater of his or her benefit under the formula
above, or his or her benefit under such formula using his or her annual rate of base salary as of April 30, 2012 in lieu of the
average base salary. Effective April 30, 2012, the plan was frozen such that no additional service credit is provided for service
beyond April 30, 2012.See the Pension Benefits Table for the accrued benefit of each of the Named Executives under the
Employee Pension Plan as of December 31, 2016.



The accumulated benefit
an employee earned over his or her career with the company is payable starting after retirement on a monthly basis for life with
a guaranteed minimum term of ten years. The normal retirement age as defined in the Employee Pension Plan is 65. Of the Named Executives,
only Mr. Redman and Mr. Keegan are currently eligible for normal retirement. Employees may receive a reduced benefit
under the Employee Pension Plan upon early retirement at or after age 55 with at least ten years of service. Of the Named Executives,
only Mr. Eggleston is currently eligible for early retirement. The benefit reduction is based upon a table of simplified option
factors used to convert the benefit at normal retirement age to the reduced amount. On average, the reduction equates to approximately
an 8.2% discount per year for each year retirement is accelerated prior to normal retirement age. Similarly, retirees with at least
ten years of service may receive an enhanced benefit if they defer the receipt of their benefit beyond their 65th birthday.
For those individuals retiring after April 30, 2012, the enhanced benefit will be limited to those increases required by law. In
addition, the Employee Pension Plan provides for spousal joint and survivor annuity options.



34







Benefits under the
Employee Pension Plan are subject to the limitations on annual benefits imposed under Section 415 of the Code. The Section 415
limit for 2016 is $210,000 per year for a single life annuity payable at an IRS-prescribed retirement age. This ceiling may be
actuarially adjusted in accordance with IRS rules for items such as employee contributions, other forms of distribution and different
annuity starting dates.



Effective April 30,
2012, the Employee Pension Plan has been frozen such that no new participants can be added, and existing participants will receive
no further benefit service credit, compensation credit, or other accrued benefit increases except for additional service credits
which may affect a participant’s vesting or early retirement eligibility, or as otherwise required by law to maintain the
tax-qualified status of such plan.



Supplemental Plan



In 1991, the Bank adopted
the Supplemental Plan, a non-qualified plan for tax purposes. The Supplemental Plan, at the time of its adoption, applied to a
specified group of thirty officers of the Bank. Two participants remain in the employ of the Bank. Mr. Redman is the only
Named Executive that is a participant in the plan. The Supplemental Plan was adopted to preserve for the participating employees
the benefit formula that had been in effect pursuant to the Employee Pension Plan prior to the adoption of the Supplemental Plan
at which time the Employee Pension Plan formula was amended and reduced. The Supplemental Plan is unfunded and is not qualified
for tax purposes.



The benefit payable
under the Supplemental Plan is calculated and compared to the benefit payable under the Employee Pension Plan and Excess Plan.
The participant receives, under the Supplemental Plan, the shortfall, if any, in the Employee Pension Plan and Excess Plan benefit.
The Supplemental Plan formula provides for an annual benefit equal to 60% of the participant’s average base salary over the
5 years immediately preceding retirement less 67% of the participant’s primary Social Security benefit times a number equal
to years of service divided by 30 (but not greater than one).



Pursuant to the Supplemental
Plan, normal retirement age is defined as age 65. Employees may receive a reduced benefit under the Supplemental Plan upon early
retirement at or after age 55 with at least ten years of service. In addition, participants with at least ten years of service
may receive an enhanced benefit if they defer receipt of their benefit beyond their 65th birthday. For those individuals
retiring after April 30, 2012, the enhanced benefit will be limited to those increases required by law under the Employee Pension
Plan. These retirees are entitled to the greater of their normal retirement benefit as of their normal retirement age, increased
to reflect the delay of payment, and the normal retirement benefit as of the date of their retirement. On average, the increase
prior to April 30, 2012 equates to approximately a 10.5% enhancement per year that retirement is deferred beyond normal retirement
age. Prior to January 1, 2009, Mr. Redman elected to receive his Supplemental Plan benefit, if any, in a lump sum at retirement,
calculated to be actuarially equivalent to the benefit he would have received had he received a benefit in the same form as under
the Employee Pension Plan.



Effective April 30,
2012, the Supplemental Plan has been frozen such that participants will receive no further benefit service credit, compensation
credit or other accrued benefit increase.



35







Excess Plan



The Excess Plan, which
was adopted in 1983, is not qualified for tax purposes. Participants in this plan include those participants in the Employee Pension
Plan whose compensation exceeds the limitations established under the Code. Benefits payable under the Excess Plan are equal to
the excess of (1) the amount that would be payable in accordance with the terms of the Employee Pension Plan disregarding the limitations
imposed pursuant to Sections 401(a)(17) and 415 of the Code over (2) the pension benefit actually payable under the Employee Pension
Plan taking the Sections 401(a)(17) and 415 limitations into account. All of the Named Executives, with the exception of Mr. Donlon
who is not a participant in the Excess Plan, prior to January 1, 2009, elected to receive their Excess Plan benefit in a lump sum
at retirement, calculated to be actuarially equivalent to the benefit they would have received had they received a benefit in the
same form as under the Employee Pension Plan.



Effective April 30,
2012, the Excess Plan has been frozen such that no new participants can be added, and existing participants will receive no further
service credit, compensation credit or other accrued benefit, except for additional service credits which may affect a participant’s
vesting or early retirement eligibility.



The amounts reported
in the Pension Benefits Table below equal the present value of the accumulated benefit at December 31, 2016 for the Named Executives
under each of the DB Plans. The accumulated benefit calculation is based upon certain assumptions which are discussed in Note 14
of the Notes to the 2016 Consolidated Financial Statements. The calculation assumes service and base salary earned through April
30, 2012, when the plans were frozen. The present value assumes the executive will begin to receive retirement benefits at age
65 (or immediately, if the executive is already over 65 years of age). Age 65 is the earliest age executives can receive benefits
without a reduction in benefits. The interest rate assumption used to calculate the present value varies by plan, based upon the
age of the participants and the resulting projected benefit payouts of the plan in the aggregate. For the Employee Pension Plan,
the interest rate assumption is 3.92%, while for both the Excess Plan and the Supplemental Plan the interest rate assumption is
3.70%. The post-retirement mortality assumption is based on RP-2014 Total Dataset (adjusted to 2006) with MP-2016 generational
improvement for assumed distributions after 2017.  The Applicable Mortality Table prescribed under Code Section 417(e) for
2017 distributions was used for payments assumed to commence in 2017.



The following table
sets forth information on the pension benefits for the Named Executives under each of the aforementioned pension plans:



2016 Pension Benefits Table

|Name              |  | Plan Name             |  | Number of Years Credited Service(2) |  | Present Value of Accumulated Benefit ($) |          
|----------------- |  | --------------------- |  | ----------------------------------- |  | ---------------------------------------- | ---------
|                  |  |                       |  |                                     |  |                                          |          
|Monte N. Redman   |  | Employee Pension Plan |  | 34 years 11 months                  |  |                                          | 1,466,889
|                  |  | Excess Plan           |  | 34 years 11 months                  |  |                                          | 4,307,071
|                  |  | Supplemental Plan     |  | 34 years 11 months                  |  |                                          | 747,179  
|                  |  |                       |  |                                     |  |                                          |          
|Frank E. Fusco    |  | Employee Pension Plan |  | 22 years 6 months                   |  |                                          | 714,962  
|                  |  | Excess Plan           |  | 22 years 6 months                   |  |                                          | 902,760  
|                  |  |                       |  |                                     |  |                                          |          
|Gerard C. Keegan  |  | Employee Pension Plan |  | 41 years 1 month                    |  |                                          | 1,342,393
|                  |  | Excess Plan           |  | 41 years 1 month                    |  |                                          | 1,929,241
|                  |  |                       |  |                                     |  |                                          |          
|Alan P. Eggleston |  | Employee Pension Plan |  | 18 years 5 months                   |  |                                          | 852,430  
|                  |  | Excess Plan           |  | 18 years 5 months                   |  |                                          | 1,021,980
|                  |  |                       |  |                                     |  |                                          |          
|Hugh J. Donlon(1) |  |                       |  |                                     |  |                                          | 0        



36














| | (1) | Mr. Donlon does not have a vested benefit in any of the DB Plans.
| | --- | -----------------------------------------------------------------

| | (2) | The number of years of credited service for benefit accrual purposes is capped at 30 years. Since
the DB Plans were frozen as of April 30, 2012, none of the Named Executives received any additional service credit subsequent thereto.
For the Supplemental Plan, if a participant takes early retirement, his benefit is reduced by a fraction the numerator of which
is his actual years of credited service (without reference to any cap) and the denominator is his projected years of credited service
at normal retirement age. Under such plan, the only augmentation that occurs for service beyond normal retirement age is the result
of any potential base salary increases which the executive may have received prior to April 30, 2012.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As noted above, the
Supplemental Plan only provides a benefit if it exceeds the benefit that is payable pursuant to the terms of the Employee Pension
Plan and the Excess Plan.



Other Potential Post-Employment Payments



Employment Agreements



As noted in the CD&A,
AFC and the Bank have entered into employment agreements with each of the Named Executives. These agreements generally provide
for a three-year term.



The agreements with
AFC automatically extend daily so as to maintain their original term, unless written notice of non-renewal is given by the Board
or the executive. The Bank’s employment agreements each run from the first day of January. On or about January 1st each year,
the board of directors of the Bank may extend the employment agreements with the Bank for an additional year such that the remaining
terms shall be three (3) years. Recently the Bank determined to phase out these separate Bank employment agreements in favor of
a single employment agreement with each executive at the holding company level. Accordingly, the Bank’s Board of Directors
determined not to extend these employment agreements in connection with the January 1, 2017 anniversary date. As a result, the
terms of these agreements are set to expire on January 1, 2019. Extensions of the employment agreements are capped so that the
term of each agreement will not extend beyond the 70th birthday of the Named Executive. Mr. Keegan attained age 70 on August
28, 2016 and thus his employment agreements with AFC and the Bank terminated on that date. The following discussion applies to
those employment agreements currently in effect.



The employment agreements
provide for minimum salaries and the Named Executives’ participation in retirement plans, group life, medical and disability
insurance plans and any other employee benefit programs. The employment agreements also provide that AFC and the Bank will maintain,
for the benefit of the Named Executives, director and officer liability insurance and will indemnify the Named Executives on prescribed
terms for claims and related costs and liabilities arising from the services provided pursuant to the employment agreements for
the maximum period allowed by applicable law beyond the termination of such agreements.



The employment agreements
provide for termination of each of the Named Executives’ employment at any time by AFC or the Bank with or without cause.
Each Named Executive would be entitled to severance benefits in the event the Named Executive’s employment terminates (1)
as a result of the Named Executive’s resignation for “good reason” due to AFC’s or the Bank’s respective
(A) failure to re-elect the executive to his current positions; (B) failure by whatever cause to vest in the Named Executive the
functions, duties or responsibilities prescribed for the executive in such agreement; (C) material breach of the employment agreements
or reduction of the executive’s base salary or other change to the terms and conditions of the executive’s compensation
and benefits which either individually or in the aggregate, as to such Named Executive, has a material adverse effect on the aggregate
value of the total compensation package provided to such Named Executive (a change that generally applies to similarly situated
employees); or (D) relocation of the Named Executive’s principal place of employment outside of Nassau or Queens Counties
of New York or (2) for reasons other than (A) for cause; (B) voluntary resignation, except as a result of the actions specified
under clause (1) above or following a change of control, as defined in the agreements; (C) death; (D) long-term disability; or
(E) expiration of the term of the employment agreement.



37







The Named Executives
agree that for a period of one year following termination of their employment, or the remaining contract term, whichever is less,
they will not accept employment and will not serve as an officer, employee, consultant, director or trustee to any banking or thrift
institution with an office or an application pending to open an office in any city, town or county in which AFC or the Bank have
an office. This non-compete provision does not apply if a Named Executive resigns his employment for “good reason”
as discussed in the preceding paragraph or if AFC or the Bank terminates the Named Executive’s employment without cause.
Also, this non-compete provision does not apply if the Named Executive’s employment terminates as a result of disability,
and AFC declines to accept a written offer by the Named Executive to serve in a comparable position. In addition, the Named Executives
agree in all cases to keep confidential and not use for their own benefit or the benefit of anyone else other than AFC any material
non-public documents or information obtained while employed by AFC, unless required by law, until such time as the document or
material is either no longer material or is otherwise publicly available through no fault of the executive. The Named Executives
also agree, for a period of one year following their termination, not to solicit for employment, or to provide any advice or recommendations
to a third party, regarding any officer or employee of AFC or the Bank with respect to any bank, thrift or other financial institution
in the business of accepting deposits or making loans in areas where AFC or the Bank is located. They also agree, for a period
of one year following their termination, not to solicit or otherwise seek to encourage any customer of AFC or the Bank to terminate
their relationship with AFC or the Bank.



In situations where
a Named Executive would have been entitled to severance benefits, the severance benefits to which the Named Executive would have
been entitled include:



| | (i) | continued life, medical and disability insurance benefits for the remainder of the contract term
at no cost to the executive (during their employment, the executives contribute to their medical coverage on the same basis as
all salaried employees of the Bank based upon the coverage selected);
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | a lump sum payment equal to the base salary the executive would have earned during the remainder
of the contract term;
| | ---- | ----------------------------------------------------------------------------------------------------------------------



| | (iii) | a lump sum payment equal to potential incentive compensation the executive could have earned during
the remainder of the contract term (three (3) times the target incentive bonus available pursuant to the Executive Incentive Plan
— See the 2016 Grants of Plan-Based Awards Table and “Short-Term Non-Equity Incentive Plan Compensation” for
a discussion of the manner in which incentive awards under the Executive Incentive Plan are calculated);
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | a lump sum payment equal to the employer contributions the executive would have received under
defined contribution plans of AFC and the Bank during the remainder of the contract term; the Bank revised the matching program
under its 401(k) Plan; under this revised program, the Bank matches 100% of each participant’s contributions to that plan
up to 3% per payroll period, plus 50% of participants deferred contributions in excess of 3%, but not more than 6% of the participant’s
compensation for the payroll period recognizable under that plan (up to $265,000 annually for 2016);
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | accelerated vesting of all outstanding non-performance-based RSAs and RSUs;
| | --- | ---------------------------------------------------------------------------



38







| | (vi) | service conditions for performance-based RSAs and RSUs would be deemed satisfied (subject to attainment
of performance goals);
| | ---- | ------------------------------------------------------------------------------------------------------------------------------



| | (vii) | director and officer liability insurance coverage and AFC’s agreement to indemnify the Named
Executives to the fullest extent authorized by Delaware law for the maximum period allowed by applicable law following termination
of the contract; and
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (viii) | at the election of either AFC or the Bank, a cash settlement of all outstanding RSAs and RSUs.
| | ------ | ----------------------------------------------------------------------------------------------



In the event of termination
of employment due to disability, the Named Executives are entitled to the following enhanced termination-related benefits:



| | (i) | The Named Executive’s base salary is paid for up to one (1) full year following the Named
Executive becoming disabled;
| | --- | ----------------------------------------------------------------------------------------------------------------------



| | (ii) | The Named Executive, pursuant to the terms of the Executive Incentive Plan, is entitled to receive
a prorated bonus, based upon AFC’s attainment of the established performance goals for the plan year; and
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | The RSAs provided to the Named Executives all provide for accelerated vesting in the event of disability,
and RSUs provided to the Named Executives all provide for accelerated vesting in the event of termination for disability after
the end of the performance period.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In the event of termination
of employment due to death, the Named Executives are entitled to the following enhanced termination-related benefits:



| | (i) | The estate of any Named Executive who participates in the Executive Incentive Plan in the year
of termination is entitled to receive a prorated bonus pursuant to the terms of that plan, based upon AFC’s attainment of
the established performance goals for the plan year; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | The RSAs provided to the Named Executives all provide for accelerated vesting in the event of death,
and the RSUs provided to the Named Executives all provide for accelerated vesting in the event of termination for death after the
end of the performance period.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In the event of a change
in control of either AFC or the Bank, all of the Named Executives’ outstanding RSAs and RSUs would vest. In this case, where
the size of the awards varies based on attainment of performance goals, the goals will be deemed to have been met at the target
level.



As discussed under
“Terminated Merger with New York Community Bancorp, Inc.” above, under the NYCB Merger Agreement, on August 8, 2016,
in preparation for and subject to closing of the NYCB Merger, AFC and the Bank amended the employment agreements with the Named
Executives as follows:



| | (i) | for each of Mr. Eggleston and Mr. Fusco, to provide age and service credit for the remainder of
the contract term for purposes of his participation in the Post-retirement Medical Plan, and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | for each Named Executive, to provide that he may purchase his Bank-provided car at book value,
plus any sales tax and registration fees, on or following the effective time of the NYCB Merger.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



39







Upon termination
of the NYCB Merger Agreement on January 1, 2017 without closing, these amendments became null and void. In February 2017,
however, the Bank amended and restated its Post-retirement Medical Plan. Among other things, this amendment provides eligible
officers, including the Named Executives, with age and service credit for any period of severance paid out under an
employment or change of control agreement.



Severance Compensation
Plan



The Bank maintains
a Severance Compensation Plan for its officers who are not covered by an employment agreement or change of control severance agreement
with the Bank. The Bank has generally maintained employment agreements or change of control severance agreements with each of its
Named Executives and its other officers with titles of senior vice president or higher. However, from the termination of Mr. Keegan’s
employment agreement on August 28, 2016 until his retirement on March 31, 2017, Mr. Keegan had been eligible to participate in
this plan. No payments were made to Mr. Keegan under this plan.



Under the Severance
Compensation Plan, participants are eligible for benefits in the event that a change of control (as defined in the plan) occurs,
and, within one year after the change of control, the participant’s employment is terminated without just cause (as defined
in the plan) or the participant resigns for any of the specified reasons provided in the Severance Compensation Plan.



A participant who becomes
eligible for benefits under the Severance Compensation Plan would receive a lump sum severance payment equal to a designated percentage
of the participant’s annual base salary, with the designated percentage determined by the participant’s title. Such
a participant would also be eligible for outplacement services and cash-out of accrued but unused vacation time.



The Severance Compensation
Plan was amended on February 22, 2017. Among other changes, the amendment increased from 150% to 200% the percentage of annual
base salary payable to an eligible participant with a title of Senior Vice President or above. The amendment also expanded severance
benefits for eligible participants to include continued participation in the Bank’s medical, dental and life insurance policies
for a fixed period after termination, which is four months for an eligible participant with a title of vice president or higher.



As of December 31,
2016, the amounts of the Named Executives’ termination-related benefits, excluding those termination-related benefits that
are not discriminatory in favor of the Named Executives, such as group life insurance or disability insurance payments, are estimated
to be as follows:



|Name                |  | Nature of Payment                     |  | Disability Payment ($)(1) |           |  | Payments upon Death ($)(2) |  |           | Severance Payment ($)(3) | 
|------------------- |  | ------------------------------------- |  | ------------------------- | --------- |  | -------------------------- |  | --------- | ------------------------ | 
|Monte N. Redman     |  | Salary                                |  |                           | 847,551   |  |                            |  |           |                          | 
|                    |  | Bonus                                 |  |                           | 393,091   |  |                            |  | 348,480   |                          | 
|                    |  | Value of Defined Contribution Benefit |  |                           |           |  |                            |  |           |                          | 
|                    |  | Welfare Benefits                      |  |                           |           |  |                            |  |           |                          | 
|                    |  | Acceleration of Restricted Stock (4)  |  |                           | 1,137,277 |  |                            |  | 1,137,277 |                          | 
|                    |  |                                       |  |                           |           |  |                            |  |           |                          | 
|Frank E. Fusco      |  | Salary                                |  |                           | 473,993   |  |                            |  |           |                          | 
|                    |  | Bonus                                 |  |                           | 198,407   |  |                            |  | 399,750   |                          | 
|                    |  | Value of Defined Contribution Benefit |  |                           |           |  |                            |  |           |                          | 
|                    |  | Welfare Benefits  (5)                 |  |                           |           |  |                            |  |           |                          | 
|                    |  | Acceleration of Restricted Stock (4)  |  |                           | 796,169   |  |                            |  | 796,169   |                          | 
|                    |  |                                       |  |                           |           |  |                            |  |           |                          | 
|Gerard C. Keegan(6) |  | Salary                                |  |                           | 503,877   |  |                            |  |           |                          | 
|                    |  | Bonus                                 |  |                           | 208,085   |  |                            |  | 419,250   |                          | 
|                    |  | Value of Defined Contribution Benefit |  |                           |           |  |                            |  |           |                          | 
|                    |  | Welfare Benefits                      |  |                           |           |  |                            |  |           |                          | 
|                    |  | Acceleration of Restricted Stock (4)  |  |                           | 665,805   |  |                            |  | 665,805   |                          | 
|                    |  |                                       |  |                           |           |  |                            |  |           |                          | 
|Alan P. Eggleston   |  | Salary                                |  |                           | 409,242   |  |                            |  | -         |                          | 
|                    |  | Bonus                                 |  |                           | 177,437   |  |                            |  | 357,500   |                          | 
|                    |  | Value of Defined Contribution Benefit |  |                           |           |  |                            |  |           |                          | 
|                    |  | Welfare Benefits  (5)                 |  |                           |           |  |                            |  |           |                          | 
|                    |  | Acceleration of Restricted Stock (4)  |  |                           | 720,450   |  |                            |  | 720,450   |                          | 





40







|Name           |  | Nature of Payment                     |  | Disability Payment ($)(1) |         |  | Payments upon Death ($)(2) |  |         | Severance Payment ($)(3) | 
|-------------- |  | ------------------------------------- |  | ------------------------- | ------- |  | -------------------------- |  | ------- | ------------------------ | 
|               |  |                                       |  |                           |         |  |                            |  |         |                          | 
|Hugh J. Donlon |  | Salary                                |  |                           | 319,588 |  |                            |  |         |                          | 
|               |  | Bonus                                 |  |                           | 148,402 |  |                            |  | 299,000 |                          | 
|               |  | Value of Defined Contribution Benefit |  |                           |         |  |                            |  |         |                          | 
|               |  | Welfare Benefits                      |  |                           |         |  |                            |  |         |                          | 
|               |  | Acceleration of Restricted Stock (4)  |  |                           | 821,477 |  |                            |  | 821,477 |                          | 










| | (1) | Assumes the Named Executive became disabled on December 31, 2016 and is terminated from employment
on June 30, 2017. A disabled Named Executive would initially be entitled to receive up to 26 weeks of New York State statutory
disability benefits, followed by long-term disability benefits under the Bank’s welfare benefit program available to all
salaried employees. AFC’s contracts with the Named Executives provide that AFC may, under applicable circumstances, terminate
the Named Executive’s employment for disability and continue to pay the Named Executive’s salary for an additional
six (6) months. One of these circumstances arises if the disability prevents the Named Executive from performing assigned duties
on a substantially full-time basis for a period of 180 days. The number reflected in the Disability Payment column under the Salary
heading is the present value of the net salary payable to the Named Executive for six (6) months of employment and another six
(6) months of disability severance, after taking into consideration the New York State statutory disability benefits and long-term
disability benefits to which the Named Executive is entitled during those periods. The number reflected under the Bonus heading
is the present value of any applicable incentive award under the Executive Incentive Plan for the year 2017, paid at the beginning
of 2018, and prorated for employment through the first half of the year, assuming that target goals for 2017 bonuses are attained.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Assumes the Named Executive died on December 31, 2016. Upon termination of employment for death,
a Named Executive’s estate is entitled to a bonus for the year of death, pro-rated for the period of employment during that
year, and subject to the attainment of the performance goals for that year. The number reflected under the Bonus heading of the
Payments upon Death column is the actual bonus paid to the Named Executive under the Executive Incentive Plan for 2016 since the
prorated bonus would cover the entire twelve (12) month period.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Severance payments are calculated assuming the Named Executive’s employment was
                                                           terminated as of December 31, 2016. The figures for payments in the nature of Salary include the estimated value of lump sum
                                                           cash outs of accrued but unused vacation at  maximum accrual levels (four weeks for Mr. Donlon and six weeks for each other
                                                           Named Executive).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | The estimated values of Acceleration of Restricted Stock are based on the fair market value of
AFC Common Stock covered by any RSAs or RSUs for which vesting would be accelerated upon the applicable event. The estimated values
of Acceleration of Restricted Stock for Severance Payments include the value of performance-based RSUs that would vest at target
levels on a change in control. The fair market value is the closing price of AFC Common Stock on the last trading day of December
2016, or $18.65.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | The estimated values of Welfare Benefits for Mr. Fusco and Mr. Eggleston for Severance
                                                           Payments include $353,524 and $33,035 respectively for the value of additional age and service credit under the
                                                           Post-retirement Medical Benefit for the periods of severance under their employment agreements, based on premiums in effect
                                                           as of December 31, 2016 and assumptions described in Note 14 of the Notes to the 2016 Consolidated Financial Statements.
                                                           While                                                            this credit
                                                           would                                                              not
                                                           have                                                                                                         applied for a
                                                           termination on December 31, 2016, we                                                                include
                                                           this figure to show the value of these credits                                                            provided under
                                                           the benefit as amended on February 22, 2017. Mr. Eggleston has met the requirements for vesting under the benefit, but this
                                                           additional credit would increase the Bank’s contribution from 90% to 100% of his cost for standard benefits. Mr. Fusco
                                                           has not yet met the age requirement for vesting under this benefit, but this additional credit would cause him to become
                                                           vested, with a Bank contribution of 55% of his cost of standard benefits. Mr. Redman and Mr. Keegan are already fully vested
                                                           with a Bank contribution of 100% of the cost of standard benefits. Mr. Donlon does not yet meet the service requirement for
                                                           vesting, even with this additional service credit.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Mr. Keegan’s employment agreements with AFC and the Bank terminated on August 28,
                                                           2016,                                                            his 70th birthday. Accordingly, as of December
                                                           31, 2016 and until his retirement on March 31, 2017, Mr. Keegan had been eligible for participation in the Bank’s Severance Compensation Plan.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In the event of a change
of control, for any taxable year in which a Named Executive would be liable for the payment of excise taxes under Section 4999
of the Code with respect to any compensation paid by AFC or any of its affiliated companies, AFC will pay to or on behalf of the
executive, an amount, in addition to the severance payments noted above, sufficient to maintain the after-tax severance benefit
as though the excise tax specified in Section 4999 of the Code did not apply. As of December 31, 2016, based upon the assumptions
indicated, these sums with respect to the Named Executives are estimated to be as follows:



41







|Name              |  | Excise Tax Gross-up ($)(1) |          
|----------------- |  | -------------------------- | ---------
|Monte N. Redman   |  |                            | 0        
|Frank E. Fusco    |  |                            | 2,090,384
|Gerard C. Keegan  |  |                            | 0        
|Alan P. Eggleston |  |                            | 0        
|Hugh J. Donlon    |  |                            | 0        










| | (1) | The excise tax gross-up calculation is based on the assumption that a change of control for tax
purposes, and the Named Executive’s termination, occurred as of December 31, 2016 and that the consideration provided to
shareholders of AFC Common Stock was equal to the closing price of AFC Common Stock as quoted on the NYSE, on the last trading
day of December 2016, or $18.65.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Bank also maintains
the Post-retirement Medical Benefit for its officers with a rank of vice president and higher. The Post-retirement Medical Benefit
provides that in the event a participant retires at age 55 or older with a minimum of ten years of service, the officer will be
provided with medical benefits for the remainder of the officer’s life and that of his or her spouse. The Bank pays between
50% and 100% of the premiums for such coverage. The following table shows for each of the Named Executives the present value of
the accumulated benefits with respect to the Post-retirement Medical Benefit, as of December 31, 2016.



|Name              |  | Post-retirement Medical Benefit ($)(1) |        
|----------------- |  | -------------------------------------- | -------
|Monte N. Redman   |  |                                        | 244,380
|Frank E. Fusco    |  |                                        | 213,918
|Gerard C. Keegan  |  |                                        | 187,276
|Alan P. Eggleston |  |                                        | 253,693
|Hugh J. Donlon    |  |                                        | 48,276 










| | (1) | This column represents the present value of the accumulated benefit as of December 31, 2016, for
the Named Executives under the Post-retirement Medical Benefit based upon the assumptions as described in Note 14 of the Notes
to the 2016 Consolidated Financial Statements. As of December 31, 2016, Mr. Fusco and Mr. Donlon were not vested in this
benefit.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Annually, the Compensation
Committee receives from management a review of the costs associated with the executive officers’ employment contracts.



Director Compensation



The following section
sets forth information regarding director compensation.



Directors’ and Other Fee Arrangements



All non-employee directors
of AFC, except Mr. Palleschi, receive an annual retainer of $22,000. No additional fees for attendance at Board meetings are paid.
All members of the Board also serve as directors of the Bank. All non-employee directors of the Bank, except Mr. Palleschi, receive
an annual retainer of $44,000. No additional fees for attendance at Bank Board of Directors meetings are paid. Mr. Palleschi, who
became Chairman of the Board and Chairman of the board of directors of the Bank effective June 20, 2012, receives a total annual
retainer of $250,000 for service as Chairman of the Board and Chairman of the board of directors of the Bank. He does not receive
any other per meeting fees, retainers or fees for serving on any of the committees of either the Board or the board of directors
of the Bank. Each of the Chairman of the Audit Committee of AFC and the Bank, the Chair of the Compensation Committee of AFC and
the Bank, the Chairman of the Enterprise Risk Management Committee of AFC and the Bank, and the Chairman of the Loan Committee
of the Bank receives an additional annual retainer of $15,000 and each member of such committees, with the exception of Mr. Palleschi,
receives a $1,000 fee per committee meeting attended. Each non-employee director who serves on the Bank’s Community Reinvestment
Act and Fair Lending Committee, referred to as the CRA and FL Committee, receives a $1,000 fee per CRA and FL Committee Meeting
attended. Typically, committee meetings of AFC and the Bank are held as joint meetings and in such cases only a single meeting
attendance fee is paid.



42







The aggregate of fees
paid to each director for his or her service as a director of both AFC and the Bank is reflected in the Fees Earned or Paid in
Cash column of the 2016 Director Compensation Table.



2007 Director Stock Plan



The shareholders of
AFC approved the 2007 Director Stock Plan in May 2007 and approved an amendment to said plan in May 2010. This plan provides for
an annual grant to each non-employee director of restricted stock having a fair market value, as defined in the plan, equal to
$45,000 at the time of the grant. Such grants commenced in 2008 and are made annually on the third business day following AFC’s
release of its prior year annual financial results. The plan also provides for discretionary grants. During 2016, each non-employee
director received a discretionary grant of shares, valued at $10,000.



The shares awarded
pursuant to the 2007 Director Stock Plan vest three years after the date of the award, unless otherwise specified at the time of
the award, or, if earlier, upon the director’s death, mandatory retirement, in the event of a change of control or in the
event a director incurs an involuntary termination from the Board, each as defined in the plan.



Upon award, shares
granted pursuant to the 2007 Director Stock Plan have both voting rights and the right to receive dividends.



The 2007 Director Stock
Plan, as amended, authorizes the issuance of 150,000 shares of AFC Common Stock to be utilized for RSAs following May 19, 2010.
As of March 31, 2017, there were 10,189 shares of AFC Common Stock available for future awards pursuant to the plan.



Directors’ Retirement Plan



The Directors’
Retirement Plan provided retirement benefits for directors of AFC or the Bank with at least ten years of service who had never
been employees of AFC, the Bank or any of their predecessors in interest. The Directors’ Retirement Plan was frozen as of
April 30, 2012, such that eligible participating directors will receive no further service credit or other accrued benefit increases
after such date. Final benefit calculations will be based upon retainers and fees earned between May 1, 2011 and April 30, 2012.
The only current director eligible to receive benefits pursuant to the plan is Mr. Palleschi who has a vesting percentage of 80%.



The basic benefit payable
under the Directors’ Retirement Plan is a monthly benefit for the life of the director, commencing on the earlier of (a)
retirement from the Boards of Directors of AFC and the Bank or age 65, whichever is later, (b) the date the director ceases to
serve on the Boards of Directors due to disability, as defined in the Plan, or (c) death of the director, which basic benefit,
on an annual basis, was equal to the sum of (i) the annual retainers paid by AFC and the Bank to their directors, (ii) any annual
retainers the director was receiving from AFC and the Bank for service as the chairman of a committee of the Boards of AFC or the
Bank, and (iii) a sum equal to the meeting fees paid to the director for committee meeting attendance. Any benefit which a director
received pursuant to a retirement plan for service on the Board of Directors of a company merged into AFC or the Bank acts as an
offset against the benefit due the director pursuant to the Directors’ Retirement Plan.



43







Included in the 2016
Director Compensation Table under the Change in Pension Value and Nonqualified Deferred Compensation Earnings column is the change
in the actuarial value during 2016 attributable to each of the directors who participates in the Directors’ Retirement Plan
based upon the same assumptions utilized for financial statement reporting in the 2016 Consolidated Financial Statements. For further
information regarding the assumptions utilized and changes in such assumptions from time to time see Note 14 of the Notes to the
2016 Consolidated Financial Statements. Pursuant to SEC regulations, AFC is not allowed to disclose in the Director Compensation
Table a change in pension value that is less than zero even though for financial statement purposes AFC may accrue the actual change.



Directors’ Death Benefit



This plan provides
that if a non-employee director dies while in service as a director of AFC or the Bank, the director’s designated beneficiary
will receive from AFC a payment equal to one year’s directors’ fees, including annual retainers, meeting attendance
fees and committee chairman retainers, at the rate in effect immediately preceding his or her death. If a director leaves the service
of AFC and the Bank for any reason other than death, all rights to any benefit under this plan cease. This is an unfunded benefit
for which AFC does not accrue an expense. Therefore, no amount has been reflected in the 2016 Director Compensation Table for the
value of this obligation.



Effective January 1,
2009, active participants in the Directors Retirement Plan were excluded from eligibility for this benefit.



Travel Expenses and Other Perquisites



AFC and the Bank pay
or reimburse directors for their travel expenses, including lodging, for attendance at meetings of the Board of Directors and committees
of AFC, the Bank or their subsidiary companies on which directors may serve and at other business-related functions. Included in
the All Other Compensation column of the 2016 Director Compensation Table is the cost associated with travel and lodging expenses
incurred by AFC for the directors’ attendance at meetings at AFC’s corporate headquarters.



From time to time,
directors’ spouses are invited to attend business-related functions away from AFC’s corporate headquarters with respect
to which participation by the directors and their spouses is expected and/or encouraged. These have included director and executive
officer retreats, director educational programs and other industry-related functions. Pursuant to SEC regulations, the attendance
of a director’s spouse at these functions is considered a perquisite. The estimated incremental cost to AFC of having a spouse
attend such functions is included in the All Other Compensation column of the 2016 Director Compensation Table. AFC believes that
having the directors’ spouses attend such functions, when they are held, as invited guests of the Bank, serves the business
purposes of the Bank and AFC by reinforcing the collegiality of the Board, resulting overall in a more efficient and productive
Board.



AFC maintains
a fractional leasehold interest in a corporate aircraft for use by its executives for business purposes only. Personal use
of the aircraft is not permitted. When an executive officer is traveling on business utilizing the corporate aircraft and
room is otherwise available on the aircraft, directors traveling on AFC’s business and the directors’
spouses traveling with the directors may accompany the executive on such business. Primarily due to the pending NYCB Merger,
the corporate aircraft was not used during 2016. See the “Use of Corporate Aircraft and Other Travel-Related
Expenses.”



The following table
sets forth details regarding compensation provided to the independent directors of AFC for the fiscal year ended December 31, 2016:



44







2016 Director Compensation Table



|Name                 |  | Fees Earned or Paid in Cash ($)(1) |         |  | Stock Awards ($)(2) |  |        | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) |  |  | All Other Compensation ($)(4) |  |  | Total ($) |      
|-------------------- |  | ---------------------------------- | ------- |  | ------------------- |  | ------ | ------------------------------------------------------------------------------ |  |  | ----------------------------- |  |  | --------- | -----
|John R. Chrin        |  |                                    | 112,000 |  |                     |  | 55,000 |                                                                                |  |  | 0                             |  |  |           | 6,205
|John J. Corrado      |  |                                    | 114,000 |  |                     |  | 55,000 |                                                                                |  |  | 0                             |  |  |           | 1,981
|Robert Giambrone     |  |                                    | 93,000  |  |                     |  | 55,000 |                                                                                |  |  | 0                             |  |  |           | 3,129
|Brian M. Leeney      |  |                                    | 106,000 |  |                     |  | 55,000 |                                                                                |  |  | 0                             |  |  |           | 2,443
|Patricia M. Nazemetz |  |                                    | 100,000 |  |                     |  | 55,000 |                                                                                |  |  | 0                             |  |  |           | 2,468
|Ralph F. Palleschi   |  |                                    | 250,000 |  |                     |  | 55,000 |                                                                                |  |  | 17,076                        |  |  |           | 2,741








| | (1) | Fees Earned or Paid in Cash represent fees earned by directors for the annual retainer paid by
AFC, the annual retainer paid by the Bank, committee meeting attendance fees, and fees for service as committee chair, as applicable.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | This column represents the aggregate grant date fair value of RSAs made to the directors in 2016
pursuant to the 2007 Director Stock Plan. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures
relating to service-based vesting conditions. The fair value of RSAs is calculated using the closing price of AFC Common Stock
as quoted on the NYSE on the date of the award. For additional information, see Note 15 of the Notes to the 2016 Consolidated Financial
Statements. The aggregate numbers of options and RSAs outstanding to each non-employee director at December 31, 2016 was, respectively,
Mr. Chrin, -0- and 12,382; Mr. Corrado, -0- and 12,382; Mr. Giambrone, -0- and 5,652; Mr. Leeney, -0- and 12,382;
Ms. Nazemetz, -0- and 12,382; and Mr. Palleschi, 6,000 and 12,382.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | This column represents the sum of the actuarial change in pension value in 2016. The only current
director eligible to receive benefits pursuant to the Directors’ Retirement Plan is Mr. Palleschi.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | All Other Compensation for each director includes travel expenses to attend onsite meetings of
the Board and other AFC functions and travel and entertainment expenses with respect to other Bank-related functions. All Other
Compensation for each director also includes dividends on RSAs.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
| | -------- | ----------------------------------------------------------------------------------------------



Security
Ownership of Certain Beneficial Owners



The following table
sets forth information, as of March 31, 2017, with respect to the beneficial ownership of AFC Common Stock by each person or group
of persons, as defined by Rule 13d-3 promulgated under the Exchange Act, known to AFC to be the beneficial owner of more than five
percent (5%) of AFC voting stock.



45







|Name & Address of Beneficial Owner                               |  | Amount and Nature of Beneficial Ownership |            |     | Percent of Class(1) | 
|---------------------------------------------------------------- |  | ----------------------------------------- | ---------- | --- | ------------------- | 
|BlackRock, Inc.                                                  |  |                                           | 10,589,826 | (2) |                     | 
|55 East 52nd Street                                              |  |                                           |            |     |                     | 
|New York, New York 10055                                         |  |                                           |            |     |                     | 
|                                                                 |  |                                           |            |     |                     | 
|Dimensional Fund Advisors LP                                     |  |                                           | 8,242,983  | (3) |                     | 
|Palisades West, Building One                                     |  |                                           |            |     |                     | 
|6300 Bee Cave Road                                               |  |                                           |            |     |                     | 
|Austin, Texas 78746                                              |  |                                           |            |     |                     | 
|                                                                 |  |                                           |            |     |                     | 
|The Vanguard Group                                               |  |                                           | 7,777,412  | (4) |                     | 
|100 Vanguard Boulevard                                           |  |                                           |            |     |                     | 
|Malvern, Pennsylvania 19355                                      |  |                                           |            |     |                     | 
|                                                                 |  |                                           |            |     |                     | 
|Committee appointed as Plan Administrator of                     |  |                                           | 5,894,648  | (5) |                     | 
|The 401(k) Plan, and Trustee of the Bank Employees’ Pension Plan |  |                                           |            |     |                     | 
|c/o Astoria Bank                                                 |  |                                           |            |     |                     | 
|One Astoria Bank Plaza                                           |  |                                           |            |     |                     | 
|Lake Success, New York 11042                                     |  |                                           |            |     |                     | 










| | (1) | Based on shares outstanding as of March 31, 2017.
| | --- | -------------------------------------------------

| | (2) | According to a filing on Schedule 13G, Amendment No. 9, filed on or about January 12, 2017, BlackRock, Inc. claims sole voting
power with respect to 10,395,556 shares of AFC Common Stock and sole dispositive power with respect to 10,589,826 shares of AFC
Common Stock as of December 31, 2016.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | According to a filing on Schedule 13G, Amendment No. 2, filed on or about February 9, 2017, Dimensional Fund Advisors LP claims
sole voting power with respect to 7,931,751 shares of AFC Common Stock, and sole dispositive power with respect to 8,242,983 shares
of AFC Common Stock as of December 31, 2016.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | According to a filing on Schedule 13G, Amendment No. 2, filed on or about February 9, 2017, The Vanguard Group claims sole
voting power with respect to 109,509 shares of AFC Common Stock, sole dispositive power with respect to 7,660,403 shares of AFC
Common Stock, shared voting power with respect to 12,000 shares of AFC Common Stock and shared dispositive power with respect to
117,009 shares of AFC Common Stock as of December 31, 2016.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | The seven individuals who comprise the Committee appointed as Plan Administrator of the 401(k) Plan also serve as trustees
of the Bank Employees’ Pension Plan, referred to as the Plan Committees. The 401(k) Plan is a defined contribution pension
plan under ERISA and the Employee Pension Plan is a defined benefit pension plan under ERISA. As of December 31, 2016, the Employee
Pension Plan held 948,787 shares of AFC Common Stock. The trustees will determine the manner in which such shares are voted at
any meeting of shareholders. The 401(k) Plan, as of December 31, 2016, held 5,894,648 shares of AFC Common Stock for the account
of individual participants of the 401(k) Plan. For voting purposes, each participant with a 401(k) Plan account invested in whole
or in part in shares of AFC Common Stock will be eligible to provide voting instructions which will be taken into account by the
Bank, through the Committee appointed as Plan Administrator under the 401(k) Plan, in directing Prudential Bank & Trust Company,
as trustee of the 401(k) Plan, how to vote at any meeting of shareholders as to the number of shares of AFC Common Stock which
have been allocated to such participant’s account under the 401(k) Plan. In certain circumstances, ERISA may confer upon
the Bank, the Committee appointed as Plan Administrator of the 401(k) Plan and/or the trustees the power and duty to control the
voting and tendering of AFC Common Stock allocated to the accounts of participating employees and beneficiaries who fail to exercise
their voting and/or tender rights. Based on information available to AFC, as of the March 31, 2017, the Plan Committees beneficially
own 6,843,435 shares of AFC Common Stock, with sole voting and dispositive power with respect to 948,787 shares of AFC Common Stock
and shared voting and dispositive power with respect to 5,894,648 shares of AFC Common Stock. No individual member of the Plan
Committees controls the actions of the Plan Committees and each such individual disclaims beneficial ownership of shares beneficially
owned by the Plan Committees except as to shares held or allocated to their respective individual accounts.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



46







Security
Ownership of Management



The following table
sets forth information concerning the interests in equity securities of AFC as of March 31, 2017 of each director of AFC, each
Named Executive and all directors and executive officers of AFC as a group.



|Name of Beneficial Owner                                     |  | Class of Securities |  | Amount and Nature of Beneficial Ownership (1) |           |         | Percent of Class (2) | 
|------------------------------------------------------------ |  | ------------------- |  | --------------------------------------------- | --------- | ------- | -------------------- | 
|Monte N. Redman                                              |  | Common Stock        |  |                                               | 981,281   | (3)(4)  |                      | 
|Gerard C. Keegan                                             |  | Common Stock        |  |                                               | 301,189   | (3)(5)  |                      | 
|John R. Chrin                                                |  | Common Stock        |  |                                               | 116,098   | (6)     |                      | 
|                                                             |  | Depositary Shares   |  |                                               | 4,658     | (6)     |                      | 
|John J. Corrado                                              |  | Common Stock        |  |                                               | 67,674    | (7)     |                      | 
|Robert Giambrone                                             |  | Common Stock        |  |                                               | 10,374    | (8)     |                      | 
|Brian M. Leeney                                              |  | Common Stock        |  |                                               | 35,595    | (9)     |                      | 
|Patricia M. Nazemetz                                         |  | Common Stock        |  |                                               | 19,974    | (10)    |                      | 
|Ralph F. Palleschi                                           |  | Common Stock        |  |                                               | 85,894    | (11)    |                      | 
|Alan P. Eggleston                                            |  | Common Stock        |  |                                               | 478,732   | (3)(12) |                      | 
|Frank E. Fusco                                               |  | Common Stock        |  |                                               | 506,838   | (3)(13) |                      | 
|Hugh J. Donlon                                               |  | Common Stock        |  |                                               | 71,621    | (3)(14) |                      | 
|All directors and executive officers as a group (14 persons) |  | Common Stock        |  |                                               | 9,613,766 | (3)(15) |                      | 
|All directors and executive officers as a group (14 persons) |  | Depositary Shares   |  |                                               | 4,658     |         |                      | 










| | (1) | Except as otherwise indicated, each person listed has sole voting and investment power with respect
to the shares of AFC Common Stock indicated.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Except as otherwise indicated, the percent of class beneficially owned does not exceed one percent
(1.00%).
| | --- | -----------------------------------------------------------------------------------------------------------

| | (3) | Messrs. Redman, Keegan, Eggleston, Fusco and Donlon are among the trustees and members of the Plan
Committees. The Plan Committees are each composed of the same seven individual members, six of which are executive officers. The
shared membership of the Plan Committees may constitute an arrangement or relationship that results in indirect beneficial ownership
by each of them under Rule 13d-3(a) of the Exchange Act of those shares beneficially owned by each of the others. Each of the trustees
and members of the Plan Committees disclaims membership in a group and affirms that they have not agreed to act together with any
of the others for any purpose of acquiring, holding, voting or disposing of the AFC Common Stock. Each of the Plan Committees acts
by majority vote of their seven members and no member of any of the Plan Committees may act individually to vote or dispose of
shares of the AFC Common Stock by means of their membership in any or all of the Plan Committees. The Plan Committees claim sole
voting and dispositive power with respect to 948,787 shares of AFC Common Stock and shared voting and dispositive power with respect
to 5,894,648 shares of AFC Common Stock as of December 31, 2016. The amount shown for all directors and executive officers as a
group includes 6,843,435 shares beneficially owned by the Plan Committees. See “Security Ownership of Certain Beneficial
Owners.”The Plan Committee has engaged State Street Bank and Trust Company to act as an
independent fiduciary with respect to voting such shares in connection with the special meeting to be held in accordance with the
Merger Agreement in a manner other than directed by the Plan Committee if such fiduciary determines under applicable law that doing
so would be prudent.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Included are 9,663 shares of AFC Common Stock as to which Mr. Redman has shared voting
                                                           and investment power, 110,930 shares of AFC Common Stock as to which he has sole voting and no investment power and 93,492
                                                           shares of AFC Common Stock as to which he has shared voting and sole investment power. Mr. Redman has pledged 567,655
                                                           shares of AFC Common Stock pursuant to a margin account arrangement. The margin balance outstanding, if any, pursuant to such
                                                           arrangement may vary from time to time.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Included are 162,814 shares of AFC Common Stock as to which Mr. Keegan has shared voting and
investment power and 38,622 shares of AFC Common Stock as to which he has sole voting and no investment power.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Included are 105,152 shares of AFC Common Stock as to which Mr. Chrin has shared voting and
investment power and 10,946 shares of AFC Common Stock as to which he has sole voting and no investment power. Also included are
4,658 Depositary Shares, each representing a 1/40th interest in AFC’s Series C Non-Cumulative Perpetual Preferred Stock,
as to which Mr. Chrin has sole voting and investment power but which by their terms may only be voted under certain limited
circumstances. Mr. Chrin has pledged 86,503 shares of AFC Common Stock and 4,658 Depositary Shares pursuant to a margin account
arrangement. The margin balance outstanding, if any, pursuant to such arrangement may vary from time to time.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Included are 56,728 shares of AFC Common Stock as to which Mr. Corrado has shared voting and
investment power and 10,946 shares of AFC Common Stock as to which he has sole voting and no investment power.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



47







| | (8) | Included are 1,800 shares of AFC Common Stock as to which Mr. Giambrone has shared voting
and investment power and 8,574 shares of AFC Common Stock as to which he has sole voting and no investment power.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (9) | Included are 10,946 shares of AFC Common Stock as to which Mr. Leeney has sole voting and
no investment power. Mr. Leeney has pledged 24,469 shares of AFC Common Stock pursuant to a margin account arrangement. The
margin balance outstanding, if any, pursuant to such arrangement may vary from time to time.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (10) | Included are 10,946 shares of AFC Common Stock as to which Ms. Nazemetz has sole voting and no investment power.
| | ---- | ----------------------------------------------------------------------------------------------------------------

| | (11) | Included are 74,948 shares of AFC Common Stock as to which Mr. Palleschi has shared voting and investment power, 10,946
shares of AFC Common Stock as to which he has sole voting and no investment power. Mr. Palleschi has pledged 74,948 shares
of AFC Common Stock pursuant to a margin account arrangement. The margin balance outstanding, if any, pursuant to such arrangement
may vary from time to time.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (12) | Included are 293,215 shares of AFC Common Stock as to which Mr. Eggleston has shared voting and investment power, 73,310
shares as to which he has sole voting and no investment power and 87,496 shares as to which he has shared voting and sole investment
power. Mr. Eggleston has pledged 293,215 shares of AFC Common Stock pursuant to a margin account arrangement. The margin balance
outstanding, if any, pursuant to such arrangement may vary from time to time.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (13) | Included are 1,200 shares of AFC Common Stock as to which Mr. Fusco has shared voting and investment power, 84,570 shares
of AFC Common Stock as to which he has sole voting and no investment power and 58,613 shares as to which he has shared voting and
sole investment power. Mr. Fusco has pledged 61,345 shares of AFC Common Stock pursuant to a margin account arrangement. The
margin balance outstanding, if any, pursuant to such arrangement may vary from time to time.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (14) | Included are 68,407 shares of AFC Common Stock as to which Mr. Donlon has sole voting and
no investment power.
| | ---- | --------------------------------------------------------------------------------------------------------------

| | (15) | Included are 6,730,014 shares of AFC Common Stock as to which all directors and executive officers, as a group, have shared
voting power, 6,730,014 shares of AFC Common Stock as to which all directors and executive officers, as a group, have shared investment
power, and 545,873 shares of AFC Common Stock as to which all directors and executive officers, as a group, have no investment
power.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
| | -------- | -------------------------------------------------------------------------



Transactions with Certain Related
Persons



AFC maintains a written
policy, which is set forth in its Code of Business Conduct and Ethics, detailing its approval process for related party transactions.
Under the written policy, loans and extensions of credit by the Bank to directors and executive officers of AFC must be approved
by the Bank’s Board. The written policy also mandates that the following business dealings must be approved by the Board,
with any officer or director who is interested or related to the interested party refraining from participating in the consideration
or determination of the matter: (i) any transaction to purchase or lease from, jointly own with, or sell or lease to, a related
party real or personal property, directly or indirectly; (ii) the use of AFC’s personnel, facilities, or real or personal
property for other than AFC’s benefit; (iii) the payment by AFC of commissions and/or fees, including, but not limited to,
brokerage commissions or investment banking, management, consulting, architectural or legal fees; and (iv) service agreements.
These business dealings may only be entered into if the transaction is for the benefit of AFC, and not merely an accommodation
for the director, officer, or interested party, and if the transaction is determined to be on terms not more favorable to the director,
officer or interested party than would be available in an arms-length transaction. The Code of Business Conduct and Ethics is posted
on AFC’s investor relations website at http://ir.astoriabank.comunder the heading “Corporate Governance.”
Shareholders may request a printed copy of such document by contacting AFC’s Investor Relations Department by calling (516)
327-7877 or writing to Astoria Financial Corporation, Investor Relations Department, One Astoria Bank Plaza, Lake Success, New
York 11042.



AFC does not engage
in loan transactions with its directors or executive officers or members of their families or in loan or other transactions with
holders of five percent (5%) or more of the shares of any class of its common stock, other than through the Bank as described below.



48







The Bank is a federally
chartered savings and loan association and engages in the lending business. All loan transactions between the Bank and the directors
and executive officers of AFC or the Bank, members of their families, and holders of five percent (5%) or more of the shares of
any class of AFC’s stock, and affiliates thereof, have been made either in accordance with the Bank’s Employee &
Director Mortgage Loan Policy, discussed more fully below, or:



| | (i) | were made only in the ordinary course of AFC’s and the Bank’s businesses;
| | --- | -------------------------------------------------------------------------



| | (ii) | were made on substantially the same terms, including interest rates and collateral, as those prevailing
at the time for comparable loans with persons not related to AFC or the Bank; and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | did not involve more than the normal risk of collectability or present other unfavorable features.
| | ----- | --------------------------------------------------------------------------------------------------



As noted above, the
Bank maintains an Employee & Director Mortgage Loan Policy. Pursuant to the Employee & Director Mortgage Loan Policy, all
full time employees, officers and directors of the Bank in good standing and having at least three months of continuous service
are eligible to obtain discounts on certain mortgage loans provided by the Bank. The discount is available only on loans secured
by the participant’s owner-occupied, primary residence. The discount is not available on mortgage loan products which are
not intended to be held in portfolio by the Bank. The loans must, in all respects, satisfy all normal underwriting parameters applicable
to non-affiliated customers. Such loans may not involve more than the normal risk of collection or present other unfavorable features.



For eligible mortgage
loans, the following discounts are provided:



| | (i) | discount/origination fees, up to a maximum of 2% of the loan amount, if applicable, are waived
at closing;
| | --- | ----------------------------------------------------------------------------------------------------------



| | (ii) | underwriting and document preparation fees, if applicable, are waived at closing; and
| | ---- | -------------------------------------------------------------------------------------



| | (iii) | the interest rate is adjusted as follows:
| | ----- | -----------------------------------------



| | a. | on fixed rate mortgage loans, the applicable interest rate is lowered by 0.50%;
| | -- | -------------------------------------------------------------------------------



| | b. | on adjustable rate mortgage loans, both the initial rate and the margin used on future rate adjustments
are reduced by 0.50%.
| | -- | -----------------------------------------------------------------------------------------------------------------------------



Once a discounted mortgage
loan is obtained, it may be refinanced through use of the Bank’s refinance programs once within the first ten years and the
discounts will continue to be available. After ten years, the property can be refinanced one time with new discounts applied.



The interest rate discounts
continue to apply so long as the participant continues in the service of the Bank, or after the participant ceases service due
to disability or retirement at or after age 55 with at least ten years of service. In the event of death, the benefit is available
to the participant’s spouse for as long as the spouse occupies the principal residence. Upon retirement, no discounts are
allowed on refinances of any kind or if a new primary residence is purchased.



49







The following directors
and executive officers have received the benefit of interest rate or other discounts during 2016 as specified in the Bank’s
Employee & Director Mortgage Loan Policy:



|Name                |  | Interest Rate Payable on Indebtedness (%)(1) |       |  | Highest Aggregate Amount of Indebtedness Outstanding since January 1, 2016 ($) |  |         | Principal Balance Outstanding as of March 31, 2017 ($) |  |  | Amount of Principal Paid on Indebtedness during 2016 ($) |  |  | Amount of Interest Paid on Such Indebtedness during 2016 ($) |       
|------------------- |  | -------------------------------------------- | ----- |  | ------------------------------------------------------------------------------ |  | ------- | ------------------------------------------------------ |  |  | -------------------------------------------------------- |  |  | ------------------------------------------------------------ | ------
|                    |  |                                              |       |  |                                                                                |  |         |                                                        |  |  |                                                          |  |  |                                                              |       
|Robert J. DeStefano |  |                                              | 2.750 |  |                                                                                |  | 105,479 |                                                        |  |  | 102,564.25                                               |  |  |                                                              | 2,324 
|Alan P. Eggleston   |  |                                              | 3.500 |  |                                                                                |  | 135,538 |                                                        |  |  | 118,237.26                                               |  |  |                                                              | 13,780
|Frank E. Fusco      |  |                                              | 1.875 |  |                                                                                |  | 158,478 |                                                        |  |  | 147,137.19                                               |  |  |                                                              | 8,952 
|Monte N. Redman     |  |                                              | 3.500 |  |                                                                                |  | 315,858 |                                                        |  |  | 279,287.31                                               |  |  |                                                              | 29,130










| | (1) | The interest rates reflected in this table are the rates in effect as of December 31, 2016.
| | --- | -------------------------------------------------------------------------------------------



All
loans outstanding to the directors or executive officers of AFC or members of their immediate families were made in conformity
with the Bank’s policies in this regard and have not been classified as non-accrual, past due, restructured or potential
problem loans. All such loans are subject to and comply with the insider lending restrictions of Section 22(h) of the Federal Reserve
Act (12 U.S.C. 375b).



Except as described
above, there have been no transactions since January 1, 2016, and there are no currently proposed transactions, in which AFC was
or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or
indirect material interest.



Director Independence



As required by the
NYSE Listed Company Manual, the Board has determined that at least a majority of the current directors of AFC are independent.
Specifically, the Board has determined that, with the exception of Mr. Keegan and Mr. Redman, all directors of AFC are independent
and that those directors who serve on the Compensation Committee are independent. Mr. Keegan and Mr. Redman have been determined
not to be independent due to their positions as executive officers of AFC and the Bank.



In addition to utilizing
the specific independence standards set forth in Section 303A of the NYSE Listed Company Manual, the Board has adopted Director
Independence Standards, a copy of which are posted on AFC’s investor relations website under the heading “Corporate
Governance” at http://ir.astoriabank.com. The Director Independence Standards are intended to supplement the NYSE
independence standards and to cover three specific situations: (i) directors who obtain routine banking services from the Bank;
(ii) donations by AFC or the Bank to charities with which directors are associated; and (iii) direct or indirect payments for services
by executive officers to companies with whom directors are affiliated made under circumstances where the payments, if made by AFC
for services rendered to AFC, would not impair the directors’ independence pursuant to the NYSE Listed Company Manual.



During its review of
director independence for each member of the Board that have been identified as independent, the Board considered transactions
and relationships between each director or any member of his or her immediate family and AFC and its subsidiaries, affiliates and
equity investors, including those reported under the heading “Transactions with Certain Related Persons.” The Board
also examined transactions and relationships between directors or their affiliates and members of executive management or their
affiliates. The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a
determination that the director is independent.



50







Specifically, with
respect to the directors determined to be independent, the Nominating and Corporate Governance Committee and the Board considered
the deposit relationships maintained, either directly or indirectly, by Ms. Nazemetz and Mr. Corrado with the Bank, including those
deposit relationships which exceeded FDIC deposit insurance limitations.



In addition, the Nominating
and Corporate Governance Committee and the Board annually review the charitable contributions made by the Bank and determined that
no contributions were made of sufficient size to impair the independence of any director who may be affiliated with such charities.



| | ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
| | -------- | --------------------------------------



The following chart
details fees billed or fees estimated to be billed for professional or other services rendered by AFC’s independent registered
public accounting firm, KPMG LLP, for AFC’s fiscal years ended December 31, 2015 and 2016:



KPMG LLP Fees Billed for the Fiscal
Years Ended December 31, 2015 and 2016



|Service Categories    |  | Fiscal Year Ended December 31, 2015 |           |  | Fiscal Year Ended December 31, 2016 |  
|--------------------- |  | ----------------------------------- | --------- |  | ----------------------------------- | -
|Audit Fees(1)         |  | $                                   | 1,435,000 |  |                                     | $
|Audit-Related Fees(2) |  | $                                   | 100,000   |  |                                     | $
|Tax Fees(3)           |  | $                                   | 36,500    |  |                                     | $
|All Other Fees(4)     |  | $                                   | 0.00      |  |                                     | $










| | (1) | Audit Fees reflect aggregate fees billed or estimated to be billed for professional services rendered
for the audit of AFC’s consolidated annual financial statements, the reviews of the financial statements included in AFC’s
Quarterly Reports on Form 10-Q and services normally provided in connection with statutory and regulatory filings or engagements,
including services rendered in connection with the audit of internal controls over financial reporting maintained by AFC. Audit
Fees for fiscal year ended December 31, 2015 includes an additional fee of $110,000 for additional billings that was presented
to Astoria after the Audit Committee meeting on February 24, 2016.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Audit-Related Fees reflect aggregate fees billed or estimated to be billed for assurance and related
services that are reasonably related to the performance of the audit or review of AFC’s consolidated financial statements
and not reported as Audit Fees. During the periods shown, such services consisted primarily of the audit of AFC’s employee
benefit plans. Audit-Related Fees for the fiscal year ended December 31, 2015 includes $25,000 related to audit and review work
performed by KPMG on the S-4 for the proposed merger with NYCB. Audit-Related Fees for the fiscal year ended December 31, 2016
includes $70,000 of fees for KPMG issuing seven separate reports consenting to the use of their audit opinion in various merger-related
documents.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Tax Fees reflect aggregate fees billed or estimated to be billed for professional services for
tax compliance, tax advice and tax planning. During the periods shown, such services consisted primarily of the review of state
and federal tax returns and quarterly tax payments.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | All Other Fees reflect aggregate fees billed for products and services provided by KPMG LLP other
than those set forth above as Audit Fees, Audit-Related Fees and Tax Fees.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



It
is the policy of the Audit Committee to pre-approve all services provided by KPMG LLP to AFC. In the absence of contrary action
by the Audit Committee, of which there has been none, the Board has also delegated to the Chairman of the Audit Committee the authority
to pre-approve such services. The Chairman of the Audit Committee is then responsible to report such authorization to the Audit
Committee at its next scheduled meeting. All services provided by KPMG LLP during fiscal years 2015 and 2016 were pre-approved
by the Audit Committee or the Chairman of the Audit Committee pursuant to the delegation of authority and procedure outlined above.



The Audit Committee,
as part of its review of the disclosures and letter from KPMG LLP required by Independence Standards Board Standard No. 1, “Independence
Discussions with Audit Committees,” considered whether the provision of the services rendered, the fees for which are reflected
in the chart above entitled “KPMG LLP Fees Billed for the Fiscal Years ended December 31, 2015 and 2016” under the
captions entitled “Audit-Related Fees,” “Tax Fees” and “All Other Fees,” were, and found them
to be, compatible with maintaining the independence of KPMG LLP.



51







The “Interagency
Advisory on the Unsafe and Unsound Use of Limitation of Liability Provisions in External Audit Engagement Letters,” collectively
published by the federal banking regulatory agencies, including the FRB, specifies that agreeing to certain limitation of liability
provisions in an audit engagement letter would constitute an unsafe and unsound banking practice on the part of AFC. AFC believes
that its engagement letters with KPMG LLP fully comply with the “Interagency Advisory on the Unsafe and Unsound Use of Limitation
of Liability Provisions in External Audit Engagement Letters,” as applicable.



52







SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



Astoria Financial Corporation



|/s/ | Monte N. Redman                       | Date: | April
    13, 2017
|--- | ------------------------------------- | ----- | ------------------
|    | Monte N. Redman                       |      
|    | President and Chief Executive Officer |      



Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated:



|    | NAME                                            |  | DATE          
|--- | ----------------------------------------------- |  | --------------
|    |                                                 |  |               
|/s/ | Ralph F. Palleschi                              |  | April 13, 2017
|    | Ralph F. Palleschi                              |  |               
|    | Chairman                                        |  |               
|    |                                                 |  |               
|    |                                                 |  |               
|/s/ | Monte N. Redman                                 |  | April 13, 2017
|    | Monte N. Redman                                 |  |               
|    | President, Chief Executive Officer and Director |  |               
|    |                                                 |  |               
|    |                                                 |  |               
|/s/ | Frank E. Fusco                                  |  | April 13, 2017
|    | Frank E. Fusco                                  |  |               
|    | Senior Executive Vice President and             |  |               
|    | Chief Financial Officer                         |  |               
|    |                                                 |  |               
|    |                                                 |  |               
|/s/ | John F. Kennedy                                 |  | April 13, 2017
|    | John F. Kennedy                                 |  |               
|    | Senior Vice President and                       |  |               
|    | Chief Accounting Officer                        |  |               
|    |                                                 |  |               
|    |                                                 |  |               
|/s/ | Gerard C. Keegan                                |  | April 13, 2017
|    | Gerard C. Keegan                                |  |               
|    | Vice Chairman                                   |  |               
|    |                                                 |  |               











|    |                      |  |               
|--- | -------------------- |  | --------------
|/s/ | John R. Chrin        |  | April 13, 2017
|    | John R. Chrin        |  |               
|    | Director             |  |               
|    |                      |  |               
|    |                      |  |               
|/s/ | John J. Corrado      |  | April 13, 2017
|    | John J. Corrado      |  |               
|    | Director             |  |               
|    |                      |  |               
|    |                      |  |               
|/s/ | Robert Giambrone     |  | April 13, 2017
|    | Robert  Giambrone    |  |               
|    | Director             |  |               
|    |                      |  |               
|    |                      |  |               
|/s/ | Brian M. Leeney      |  | April 13, 2017
|    | Brian M. Leeney      |  |               
|    | Director             |  |               
|    |                      |  |               
|    |                      |  |               
|/s/ | Patricia M. Nazemetz |  | April 13, 2017
|    | Patricia M. Nazemetz |  |               
|    | Director             |  |               















|Exhibit No. |  | Identification of Exhibit                                                                                                                                                                                                             
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                       
|3.1         |  | Certificate of Incorporation of Astoria Financial Corporation, as amended effective as of June 3, 1998 and as further amended on September 6, 2006 and September 20, 2006. (1)                                                        
|            |  |                                                                                                                                                                                                                                       
|3.2         |  | Bylaws of Astoria Financial Corporation, as amended March 19, 2008. (2)                                                                                                                                                               
|            |  |                                                                                                                                                                                                                                       
|3.3         |  | Certificate of Designations of 6.50% Non-Cumulative Perpetual Preferred Stock, Series C of Astoria Financial Corporation. (3)                                                                                                         
|            |  |                                                                                                                                                                                                                                       
|4.1         |  | Astoria Financial Corporation Specimen Stock Certificate. (4)                                                                                                                                                                         
|            |  |                                                                                                                                                                                                                                       
|4.2         |  | Federal Stock Charter of Astoria Bank. (5)                                                                                                                                                                                            
|            |  |                                                                                                                                                                                                                                       
|4.3         |  | Bylaws of Astoria Federal Savings and Loan Association n/k/a Astoria Bank, as amended effective January 29, 2014. (6)                                                                                                                 
|            |  |                                                                                                                                                                                                                                       
|4.4         |  | Indenture, dated as of June 19, 2012, between Astoria Financial Corporation and Wilmington Trust, National Association, as Trustee. (7)                                                                                               
|            |  |                                                                                                                                                                                                                                       
|4.5         |  | Form of 5.00% Senior Notes due 2017. (7)                                                                                                                                                                                              
|            |  |                                                                                                                                                                                                                                       
|4.6         |  | Deposit Agreement, dated as of March 19, 2013, by and among Astoria Financial Corporation, Computershare Shareholder Services, LLC, as depositary, and the holders from time to time of the depositary receipts described therein. (3)
|            |  |                                                                                                                                                                                                                                       
|4.7         |  | Form of depositary receipt representing the depositary shares of 6.50% Non-Cumulative Perpetual Preferred Stock, Series C of Astoria Financial Corporation. (3)                                                                       
|            |  |                                                                                                                                                                                                                                       
|4.8         |  | Form of Certificate representing the 6.50% Non-Cumulative Perpetual Preferred Stock, Series C of Astoria Financial Corporation. (3)                                                                                                   
|            |  |                                                                                                                                                                                                                                       
|4.9         |  | Astoria Financial Corporation Dividend Reinvestment and Stock Purchase Plan. (8)                                                                                                                                                      
|            |  |                                                                                                                                                                                                                                       
|            |  | Exhibits 10.1 through 10.67 are management contracts or compensatory plans or arrangements required to be filed as exhibits to this Form 10-K pursuant to Item 15(b) of this report.                                                  
|            |  |                                                                                                                                                                                                                                       
|10.1        |  | Astoria Federal Savings and Loan Association n/k/a Astoria Bank and Astoria Financial Corporation Directors’ Retirement Plan, as amended and restated effective February 15, 2012. (9)                                                
|            |  |                                                                                                                                                                                                                                       
|10.2        |  | The Long Island Bancorp, Inc., Non-Employee Directors Retirement Benefit Plan, as amended June 24, 1997 and as further Amended December 31, 2008. (10)                                                                                





A-1









|      |  |                                                                                                                                                                                                                                                                                                                            
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3  |  | Astoria Financial Corporation Death Benefit Plan for Outside Directors. (4)                                                                                                                                                                                                                                                
|      |  |                                                                                                                                                                                                                                                                                                                            
|10.4  |  | Astoria Financial Corporation Death Benefit Plan for Outside Directors - Amendment No. 1. (10)                                                                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                            
|10.5  |  | Deferred Compensation Plan for Directors of Astoria Financial Corporation as Amended Effective January 1, 2009. (10)                                                                                                                                                                                                       
|      |  |                                                                                                                                                                                                                                                                                                                            
|10.6  |  | 1999 Stock Option Plan for Outside Directors of Astoria Financial Corporation, as amended December 29, 2005. (11)                                                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                            
|10.7  |  | 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation. (12)                                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                                            
|10.8  |  | Amendment No. 1 to the 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation. (13)                                                                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                            
|10.9  |  | Amendment No. 2 to the 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation. (14)                                                                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                            
|10.10 |  | 2014 Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation. (15)                                                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                            
|10.11 |  | Astoria Financial Corporation 2007 Non-Employee Director Stock Plan. (16)                                                                                                                                                                                                                                                  
|      |  |                                                                                                                                                                                                                                                                                                                            
|10.12 |  | Amendment No. 1 to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan. (17)                                                                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                            
|10.13 |  | Amendment No. 2 to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan. (18)                                                                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                            
|10.14 |  | Form of Restricted Stock Award Notice and General Terms and Conditions by and between Astoria Financial Corporation and award recipients utilized in connection with awards pursuant to the 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation. (19)
|      |  |                                                                                                                                                                                                                                                                                                                            
|10.15 |  | Form of Restricted Stock Award Notice and General Terms and Conditions by and between Astoria Financial Corporation and award recipients utilized in connection with awards pursuant to the Astoria Financial Corporation 2007 Non-employee Director Stock Plan. (19)                                                      
|      |  |                                                                                                                                                                                                                                                                                                                            
|10.16 |  | Form of Restricted Stock Award Notice and General Terms and Conditions by and between Astoria Financial Corporation and award recipients utilized in connection with awards pursuant to the 2014 Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation. (5)                
|      |  |                                                                                                                                                                                                                                                                                                                            





A-2









|10.17 |  | Form of Performance Based Restricted Stock Unit Award Notice and General Terms and Conditions by and between Astoria Financial Corporation and award recipients utilized in connection with awards pursuant to the 2014 Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation. (20)
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                                                                                    
|10.18 |  | Astoria Federal Savings and Loan Association n/k/a Astoria Bank Annual Incentive Plan for Select Executives. (21)                                                                                                                                                                                                                  
|      |  |                                                                                                                                                                                                                                                                                                                                    
|10.19 |  | Amendment No. 1 to the Astoria Federal Savings and Loan Association n/k/a Astoria Bank Annual Incentive Plan for Select Executives effective December 31, 2008, dated November 12, 2009. (22)                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                                                                                    
|10.20 |  | Astoria Financial Corporation Executive Officer Annual Incentive Plan, as amended March 19, 2014. (15)                                                                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                    
|10.21 |  | Astoria Financial Corporation Amended and Restated Employment Agreement with Monte N. Redman, entered into as of October 16, 2014. (23)                                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                                                    
|10.22 |  | Astoria Financial Corporation Amendment to the Amended and Restated Employment Agreement with Monte N. Redman, entered into on August 8, 2016. (24)                                                                                                                                                                                
|      |  |                                                                                                                                                                                                                                                                                                                                    
|10.23 |  | Astoria Bank Amended and Restated Employment Agreement with Monte N. Redman, entered into as of October 16, 2014. (23)                                                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                    
|10.24 |  | Astoria Bank Amendment to the Amended and Restated Employment Agreement with Monte N. Redman, entered into on August 8, 2016. (24)                                                                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                    
|10.25 |  | Astoria Financial Corporation Amended and Restated Employment Agreement with Alan P. Eggleston, entered into as of October 16, 2014. (23)                                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                    
|10.26 |  | Astoria Financial Corporation Amendment to the Amended and Restated Employment Agreement with Alan P. Eggleston, entered into on August 8, 2016. (24)                                                                                                                                                                              







|10.27 |  | Astoria Bank Amended and Restated Employment Agreement with Alan P. Eggleston, entered into as of October 16, 2014. (23)                          
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                   
|10.28 |  | Astoria Bank Amendment to the Amended and Restated Employment Agreement with Alan P. Eggleston, entered into on August 8, 2016. (24)              
|      |  |                                                                                                                                                   
|10.29 |  | Astoria Financial Corporation Amended and Restated Employment Agreement with Frank E. Fusco, entered into as of October 16, 2014. (23)            
|      |  |                                                                                                                                                   
|10.30 |  | Astoria Financial Corporation Amendment to the Amended and Restated Employment Agreement with Frank E. Fusco, entered into on August 8, 2016. (24)
|      |  |                                                                                                                                                   
|10.31 |  | Astoria Bank Amended and Restated Employment Agreement with Frank E. Fusco, entered into as of October 16, 2014. (23)                             





A-3







|      |  |                                                                                                                                                                      
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.32 |  | Astoria Bank Amendment to the Amended and Restated Employment Agreement with Frank E. Fusco, entered into on August 8, 2016. (24)                                    
|      |  |                                                                                                                                                                      
|10.33 |  | Letter Agreement, entered into as of September 14, 2014, by and between Astoria Bank and Hugh J. Donlon. (25)                                                        
|      |  |                                                                                                                                                                      
|10.34 |  | Astoria Financial Corporation Employment Agreement with Hugh J. Donlon, entered into as of October 14, 2014. (23)                                                    
|      |  |                                                                                                                                                                      
|10.35 |  | Astoria Financial Corporation Amendment to the Amended and Restated Employment Agreement with Hugh J. Donlon, entered into on August 8, 2016. (24)                   
|      |  |                                                                                                                                                                      
|10.36 |  | Astoria Bank Employment Agreement with Hugh J. Donlon, entered into as of October 14, 2014. (23)                                                                     
|      |  |                                                                                                                                                                      
|10.37 |  | Astoria Bank Amendment to the Amended and Restated Employment Agreement with Hugh J. Donlon, entered into on August 8, 2016. (24)                                    
|      |  |                                                                                                                                                                      
|10.38 |  | Employment Agreement by and between Astoria Financial Corporation and Josie Callari, entered into as of January 1, 2012. (26)                                        
|      |  |                                                                                                                                                                      
|10.39 |  | Astoria Financial Corporation Amendment to the Employment Agreement with Josie Callari, entered into on August 8, 2016. (24)                                         
|      |  |                                                                                                                                                                      
|10.40 |  | Employment Agreement by and between Astoria Federal Savings and Loan Association n/k/a Astoria Bank and Josie Callari, entered into as of January 1, 2012. (26)      
|      |  |                                                                                                                                                                      
|10.41 |  | Astoria Bank Amendment to the Employment Agreement with Josie Callari, entered into on August 8, 2016. (24)                                                          
|      |  |                                                                                                                                                                      
|10.42 |  | Employment Agreement by and between Astoria Financial Corporation and Robert J. DeStefano, entered into as of January 1, 2012. (27)                                  
|      |  |                                                                                                                                                                      
|10.43 |  | Astoria Financial Corporation Amendment to the Employment Agreement with Robert J. DeStefano, entered into on August 8, 2016. (24)                                   
|      |  |                                                                                                                                                                      
|10.44 |  | Employment Agreement by and between Astoria Federal Savings and Loan Association n/k/a Astoria Bank and Robert J. DeStefano, entered into as of January 1, 2012. (27)
|      |  |                                                                                                                                                                      
|10.45 |  | Astoria Bank Amendment to the Employment Agreement with Robert J. DeStefano, entered into on August 8, 2016. (24)                                                    





A-4







|      |  |                                                                                                                                                                                                                                                      
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.46 |  | Employment Agreement by and between Astoria Financial Corporation and Brian T. Edwards, entered into as of January 1, 2012. (26)                                                                                                                     
|      |  |                                                                                                                                                                                                                                                      
|10.47 |  | Astoria Financial Corporation Amendment to the Employment Agreement with Brian T. Edwards, entered into on August 8, 2016. (24)                                                                                                                      
|      |  |                                                                                                                                                                                                                                                      
|10.48 |  | Employment Agreement by and between Astoria Federal Savings and Loan Association n/k/a Astoria Bank and Brian T. Edwards, entered into as of January 1, 2012. (26)                                                                                   
|      |  |                                                                                                                                                                                                                                                      
|10.49 |  | Astoria Bank Amendment to the Employment Agreement with Brian T. Edwards, entered into on August 8, 2016. (24)                                                                                                                                       
|      |  |                                                                                                                                                                                                                                                      
|10.50 |  | Amended and Restated Change of Control Severance Agreement, entered into as of January 1, 2009, by and among Astoria Federal Savings and Loan Association n/k/a Astoria Bank, Astoria Financial Corporation and William J. Mannix, Jr. (10)          
|      |  |                                                                                                                                                                                                                                                      
|10.51 |  | Amendment No. 1 to Amended and Restated Change of Control Severance Agreement by and among Astoria Federal Savings and Loan Association n/k/a Astoria Bank, Astoria Financial Corporation and William J. Mannix, Jr. dated as of April 21, 2010. (28)
|      |  |                                                                                                                                                                                                                                                      
|10.52 |  | Change of Control Severance Agreement, entered into as of January 1, 2011, by and among Astoria Federal Savings and Loan Association n/k/a Astoria Bank, Astoria Financial Corporation and Peter M. Finn. (29)                                       
|      |  |                                                                                                                                                                                                                                                      
|10.53 |  | Change of Control Severance Agreement, entered into as of January 1, 2012, by and among Astoria Federal Savings and Loan Association n/k/a Astoria Bank, Astoria Financial Corporation and Teresa A. Rotondo. (9)                                    
|      |  |                                                                                                                                                                                                                                                      
|10.54 |  | Change of Control Severance Agreement, entered into as of February 15, 2012, by and among Astoria Federal Savings and Loan Association n/k/a Astoria Bank, Astoria Financial Corporation and John F. Kennedy. (9)                                    
|      |  |                                                                                                                                                                                                                                                      
|10.55 |  | Change of Control Severance Agreement, entered into as of April 19, 2012, by and among Astoria Federal Savings and Loan Association n/k/a Astoria Bank, Astoria Financial Corporation and Kevin Corbett. (9)                                         
|      |  |                                                                                                                                                                                                                                                      
|10.56 |  | Change of Control Severance Agreement, entered into as of January 1, 2013, by and among Astoria Federal Savings and Loan Association n/k/a Astoria Bank, Astoria Financial Corporation and Rise Jacobs. (30)                                         
|      |  |                                                                                                                                                                                                                                                      
|10.57 |  | Change of Control Severance Agreement, entered into as of January 1, 2013, by and among Astoria Federal Savings and Loan Association n/k/a Astoria Bank, Astoria Financial Corporation and Rosina Manzi. (30)                                        
|      |  |                                                                                                                                                                                                                                                      
|10.58 |  | Change of Control Severance Agreement, entered into as of January 1, 2013, by and among Astoria Federal Savings and Loan Association n/k/a Astoria Bank, Astoria Financial Corporation and Nancy Tomich. (30)                                        





A-5







|10.59 |  | Change of Control Severance Agreement, entered into as of January 7, 2013, by and among Astoria Federal Savings and Loan Association n/k/a Astoria Bank, Astoria Financial Corporation and Mayra DiRico. (30)     
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                   
|10.60 |  | Change of Control Severance Agreement, entered into as of September 18, 2013, by and among Astoria Federal Savings and Loan Association n/k/a Astoria Bank, Astoria Financial Corporation and Barbara Glasser. (6)
|      |  |                                                                                                                                                                                                                   
|10.61 |  | Change of Control Severance Agreement, entered into as of April 16, 2014, by and among Astoria Federal Savings and Loan Association n/k/a Astoria Bank, Astoria Financial Corporation and Javier L. Evans. (31)   
|      |  |                                                                                                                                                                                                                   
|10.62 |  | Change of Control Severance Agreement, entered into as of January
        1, 2015, by and among Astoria Bank, Astoria Financial Corporation and David J. DeBaun. (5)                                              
|      |  |                                                                                                                                                                                                                   
|10.63 |  | Change of Control Severance Agreement, entered into as of January
        1, 2015, by and among Astoria Bank, Astoria Financial Corporation and Michele M. Weber. (5)                                             
|      |  |                                                                                                                                                                                                                   
|10.64 |  | Astoria Federal Savings and Loan Association n/k/a Astoria Bank
        Excess Benefit Plan, as amended effective April 30, 2012. (9)                                                                             
|      |  |                                                                                                                                                                                                                   
|10.65 |  | Astoria Federal Savings and Loan Association n/k/a Astoria Bank
        Supplemental Benefit Plan, as amended effective April 30, 2012. (9)                                                                       
|      |  |                                                                                                                                                                                                                   
|10.66 |  | Astoria Bank Amended and Restated Retirement Medical,
        Dental         and Vision Benefit Plan for Senior Officers (Corporate Vice Presidents & Above), as amended on
        February 22, 2017. (*)        
|      |  |                                                                                                                                                                                                                   
|10.67 |  | Astoria Bank Amended and Restated Severance Compensation Plan.
        (*)                                                                                                                                        
|      |  |                                                                                                                                                                                                                   
|12.1  |  | Statement regarding computation of ratios. (20)                                                                                                                                                                   
|      |  |                                                                                                                                                                                                                   
|21.1  |  | Subsidiaries of Astoria Financial Corporation. (20)                                                                                                                                                               
|      |  |                                                                                                                                                                                                                   
|23.1  |  | Consent of Independent Registered Public Accounting Firm. (20)                                                                                                                                                    
|      |  |                                                                                                                                                                                                                   
|23.2  |  | Consent of Independent Registered Public Accounting Firm. (*)                                                                                                                                                     
|      |  |                                                                                                                                                                                                                   
|31.1  |  | Certifications of Chief Executive Officer. (20)                                                                                                                                                                   
|      |  |                                                                                                                                                                                                                   
|31.2  |  | Certifications of Chief Financial Officer. (20)                                                                                                                                                                   
|      |  |                                                                                                                                                                                                                   
|31.3  |  | Certifications of Chief Executive Officer. (*)                                                                                                                                                                    





A-6







|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.4 |  | Certifications of Chief Financial Officer. (*)                                                                                                                                                                                                                                                                                                                                                                                     
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|32.1 |  | Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to Securities and Exchange Commission rules, this exhibit will not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. (20)











|101.INS |  | XBRL Instance Document (20)                                
|------- |  | -----------------------------------------------------------
|        |  |                                                            
|101.SCH |  | XBRL Taxonomy Extension Schema Document (20)               
|        |  |                                                            
|101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase Document (20) 
|        |  |                                                            
|101.LAB |  | XBRL Taxonomy Extension Labels Linkbase Document (20)      
|        |  |                                                            
|101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document (20)
|        |  |                                                            
|101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document (20)  














| | (*) | Filed herewith. Copies of exhibits other than Exhibit
No. 101, the Interactive Data (XBRL) files which are not available in paper form, will be provided to shareholders upon written
request to Astoria Financial Corporation, Investor Relations Department, One Astoria Bank Plaza, Lake Success, New York 11042
at a charge of $0.10 per page. Copies are also available at no charge through the Securities and Exchange Commission’s website
at www.sec.gov/edgar/searchedgar/webusers.htm.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (1) | Incorporated by reference to (i) Astoria Financial Corporation’s
Quarterly Report on Form 10-Q/A for the quarter ended June 30, 1998, filed with the Securities and Exchange Commission on September
10, 1998 (File Number 000-22228), (ii) Astoria Financial Corporation’s Current Report on Form 8-K, dated September 6, 2006,
filed with the Securities and Exchange Commission on September 11, 2006 (File Number 001-11967) and (iii) Astoria Financial Corporation’s
Current Report on Form 8-K, dated September 20, 2006, filed with the Securities and Exchange Commission on September 22, 2006
(File Number 001-11967).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (2) | Incorporated by reference to Astoria Financial Corporation’s
Current Report on Form 8-K, dated March 19, 2008, filed with the Securities and Exchange Commission on March 20, 2008 (File Number
001-11967).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (3) | Incorporated by reference to Astoria Financial Corporation’s
Registration Statement on Form 8-A dated and filed with the Securities and Exchange Commission on March 19, 2013 (File Number
001-11967).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (4) | Incorporated by reference to Astoria Financial Corporation’s
Registration Statement on Form S-3 dated and filed with the Securities and Exchange Commission on May 19, 2010 (File Number 333-166957).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





A-7







| | (5) | Incorporated by reference to Astoria Financial Corporation’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the Securities and Exchange Commission on February
27, 2015 (File Number 001-11967).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (6) | Incorporated by reference to Astoria Financial Corporation’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the Securities and Exchange Commission on February
27, 2014 (File Number 001-11967).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (7) | Incorporated by reference to Astoria Financial Corporation’s
Current Report on Form 8-K, dated June 14, 2012, filed with the Securities Exchange Commission on June 20, 2012 (File Number 001-11967).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (8) | Incorporated by reference to Form 424B5 Prospectus Supplement,
filed with the Securities and Exchange Commission on May 29, 2015 (File Number 333-204555).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (9) | Incorporated by reference to Astoria Financial Corporation’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the Securities and Exchange Commission on May 10,
2012 (File Number 001-11967).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (10) | Incorporated by reference to Astoria Financial Corporation’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the Securities and Exchange Commission on February
27, 2009 (File Number 001-11967).
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (11) | Incorporated by reference to Astoria Financial Corporation’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed with the Securities and Exchange Commission on March
10, 2006 (File Number 001-11967).
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (12) | Incorporated by reference to Astoria Financial Corporation’s
Schedule 14A Definitive Proxy Statement filed with the Securities and Exchange Commission on April 11, 2005 (File Number 001-11967).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (13) | Incorporated by reference to Astoria Financial Corporation’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the Securities and Exchange Commission on May 6,
2011 (File Number 001-11967).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (14) | Incorporated by reference to Astoria Financial Corporation’s
Schedule 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 11, 2011 (File Number 001-11967).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (15) | Incorporated by reference to Astoria Financial Corporation’s
Schedule 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 11, 2014 (File Number 001-11967).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (16) | Incorporated by reference to Astoria Financial Corporation’s
Schedule 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 10, 2007 (File Number 001-11967).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (17) | Incorporated by reference to Astoria Financial Corporation’s
Schedule 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 12, 2010 (File Number 001-11967).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





A-8







| | (18) | Incorporated by reference to Astoria Financial Corporation’s
Form S-8, filed with the Securities and Exchange Commission on November 30, 2010 (File No. 333-170874).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (19) | Incorporated by reference to Astoria Financial Corporation’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the Securities and Exchange Commission on May 8,
2009 (File Number 001-11967).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (20) | Incorporated by reference to Astoria Financial Corporation’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission on February
28, 2017 (File Number 001-11967).
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (21) | Incorporated by reference to Astoria Financial Corporation’s
Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed with the Securities and Exchange Commission on March
24, 1999 (File Number 000-22228).
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (22) | Incorporated by reference to Astoria Financial Corporation’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the Securities and Exchange Commission on February
26, 2010 (File Number 001-11967).
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (23) | Incorporated by reference to Astoria Financial Corporation’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the Securities and Exchange Commission on November
6, 2014 (File Number 001-11967).
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (24) | Incorporated by reference to Astoria Financial Corporation’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Securities and Exchange Commission on November
9, 2016 (File Number 001-11967).
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (25) | Incorporated by reference to Astoria Financial Corporation’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the Securities and Exchange Commission on May 8,
2015 (File Number 001-11967).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (26) | Incorporated by reference to Astoria Financial Corporation’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the Securities and Exchange Commission on August
7, 2012 (File Number 001-11967).
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (27) | Incorporated by reference to Astoria Financial Corporation’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed with the Securities and Exchange Commission on November
7, 2012 (File Number 001-11967).
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (28) | Incorporated by reference to Astoria Financial Corporation’s
Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on April 22, 2010 (File Number 001-11967).
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (29) | Incorporated by reference to Astoria Financial Corporation’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the Securities and Exchange Commission on February
25, 2011 (File Number 001-11967).
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





A-9







| | (30) | Incorporated by reference to Astoria Financial Corporation’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission on February
27, 2013 (File Number 001-11967).
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | (31) | Incorporated by reference to Astoria Financial Corporation’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the Securities and Exchange Commission on May 8,
2014 (File Number 001-11967).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







A-10