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, 2015



| ̈ | 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 xNO  ̈



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 xNO  ̈



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, 2015, 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 $1.35 billion.



The number of shares of the registrant’s
Common Stock outstanding as of February 29, 2016 was 101,405,071 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, 2015, which was originally filed with the Securities and Exchange Commission, or SEC, on February 29, 2016, 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   |  | 69     |  | Director and Chairman of the Board                                                                   |  | 1996               |  | 2017        
|Monte N. Redman      |  | 65     |  | Director, President and Chief Executive Officer                                                      |  | 2011               |  | 2018        
|Gerard C. Keegan     |  | 69     |  | Director, Vice Chairman, Senior Executive
        Vice President and Chief Operating
        Officer |  | 1997               |  | 2018        
|John R. Chrin        |  | 52     |  | Director                                                                                             |  | 2009               |  | 2016        
|John J. Corrado      |  | 51     |  | Director                                                                                             |  | 2012               |  | 2016        
|Robert S. Giambrone  |  | 61     |  | Director                                                                                             |  | 2015               |  | 2016        
|Brian M. Leeney      |  | 66     |  | Director                                                                                             |  | 2009               |  | 2016        
|Patricia M. Nazemetz |  | 66     |  | Director                                                                                             |  | 2013               |  | 2018        








(1)          As
of February 29, 2016.

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



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      |  | 52     |  | Senior Executive Vice President and Chief Lending Officer  
|Alan P. Eggleston   |  | 62     |  | Senior Executive Vice President and Chief Risk Officer     
|Frank E. Fusco      |  | 52     |  | Senior Executive Vice President and Chief Financial Officer
|Josie Callari       |  | 63     |  | Executive Vice President                                   
|Robert J. DeStefano |  | 57     |  | Executive Vice President                                   
|Brian T. Edwards    |  | 55     |  | Executive Vice President                                   
|Stephen J. Sipola   |  | 58     |  | Executive Vice President                                   








(1)            As
of February 29, 2016



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. Redmanhas 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-eight years of experience with the Bank, with over twenty-six 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 markets. 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 Vice Chairman, Senior Executive Vice President, Chief Operating Officer and a director of AFC and the Bank since
January 2012. He 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 is 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.



3






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.



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 is a past chairman and currently 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 S. Giambronehas 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/Parsons Brinckerhoff, 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. 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 information systems. Ms. Nazemetz
served on the board of directors of WMS Industries Inc., a company listed on the New York Stock Exchange, or 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 directors 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 where he is the chairman of its investment committee.



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. Donlonhas 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, which covered middle market companies with annual revenues up to
$500 million, and private banking, which provided 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.



Stephen J. Sipolahas served as Executive Vice President of AFC and the Bank, and Managing Director of the Bank’s Business Banking Group,
since January 2013. He served as Senior Vice President and Director of Business Banking of the Bank from April 2011 to December
2012. Mr. Sipola is responsible for the Business Banking Group’s new business development, loan operations and treasury
management products and services. Prior to joining the Bank in 2011, Mr. Sipola was employed as a Senior Vice President at North
Fork Bank and its successor, Capital One Bank from March 2003 to April 2011 with responsibilities that included sourcing and underwriting
loans for middle market companies in the New York metropolitan area. At Capital One Bank, he supervised a portfolio of middle
market customers with loan commitments in excess of $1 billion. He served as a Vice President at The Bank of New York from March
1993 to March 2003, with responsibilities in the Small Business, Middle Market and Marine Transportation Divisions. Prior to 1993,
he held several positions in the Business Banking Division of Manufacturer’s Hanover Trust Company. Mr. Sipola is a Council
Member of the Tilles Center and a member of the board of directors of the American Heart Association on Long Island and the Long
Island Association. He has previously served on the board of directors of the Outreach Project, The Long Island Home, and 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 2015.



7






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. Other than Mr. Corrado, who was appointed
to the Compensation Committee in August of 2015, all such members of the Compensation Committee served throughout 2015. No individual
who served on the Compensation Committee in 2015 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 2015, 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.



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.



8






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;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | legislative
                                         or regulatory changes, including the implementation of the Dodd-Frank Wall Street Reform
                                         and Consumer Protection Act of 2010 and any actions regarding foreclosures;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | enhanced
                                         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 New York Community 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 New York Community
                                         Bancorp, Inc. on relationships with third parties, including customers, employees and
                                         competitors; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | delays
                                         in closing the merger with and into New York Community Bancorp, Inc.
| | - | --------------------------------------------------------------------------------------------------------------------



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



9






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, 2015. For 2015, the Named Executives
of AFC are Monte N. Redman, Frank E. Fusco, Gerard C. Keegan, Alan P. Eggleston and Hugh J. Donlon.



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.



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.



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.



10






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, met 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.



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.



The
Board has 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.



During
2015, AFC and the Bank continued to 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 44% 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 13% from year end 2014 to December 31, 2015, which was a contributing factor in the expansion of
the net interest margin in 2015. At December 31, 2015, total business deposits exceeded one billion dollars. The establishment
of a New York City business banking office in September 2013 and the opening of the Bank’s first branch office in Manhattan,
strategically located near Pennsylvania Station, in March 2014, was followed by the opening of a branch in Melville, New York
on December 1, 2014 and the opening of a branch in Long Island City, New York in late 2015.



11






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 continues to remain challenging. Interest rates have remained at or near historical lows.



The
continued implementation of the Strategic Plan’s goal for AFC and the Bank to expand their position as a more fully diversified,
full service community bank is a transformative and ongoing process which has necessitated certain expenses, the returns for which
are not expected to be immediately recognized. The retention of key employees, necessary to carry out the objectives of the Strategic
Plan, is imperative. As a result, 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 were again made in
2014 and for Mr. Fusco in 2015. See “Base Salary” below for a discussion regarding salary increases relating to 2015.



In
addition, the financial performance goals under the Executive Incentive Plan for 2015 were designed to be challenging yet, reasonably
attainable within the context of the Strategic Plan and the objectives set forth therein. In December 2015, after reviewing AFC’s
financial performance compared to the performance goals established for 2015, the Compensation Committee determined to award incentive
payments for 2015 under the Executive Incentive Plan. See “Short-Term Non-Equity Incentive Plan Compensation” below
for a discussion of incentive payments related to 2015 and “Merger with New York Community Bancorp, Inc.” below 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 awards, referred to as RSAs,
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 has 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.



12






Merger with New York Community
Bancorp, Inc.



On
October 28, 2015, AFC entered into an Agreement and Plan of Merger, or the Merger Agreement, with New York Community Bancorp,
Inc., a Delaware corporation, or NYCB. The Merger Agreement provides that, upon the terms and subject to the conditions set forth
therein, AFC will merge with and into NYCB, with NYCB as the surviving corporation in the merger, such merger referred to as the
Merger. Immediately following the Merger, AFC’s wholly owned subsidiary, Astoria Bank, will merge with and into NYCB’s
wholly owned subsidiary, New York Community Bank, such merger referred to as the Bank Merger. New York Community Bank will be
the surviving entity in the Bank Merger. The Merger Agreement was unanimously approved and adopted by the Board of Directors of
each of AFC and NYCB.



Subject
to the terms and conditions of the Merger Agreement, at the effective time of the Merger, or the Effective Time, AFC stockholders
will have the right to receive one share of common stock, par value $0.01 per share, of NYCB, or NYCB Common Stock, and $0.50
in cash for each share of AFC Common Stock. Also in the Merger, each share of AFC 6.50% Non-Cumulative Perpetual Preferred Stock,
Series C, par value $1.00 per share, with a liquidation preference of $1,000 per share, issued and outstanding immediately prior
to the Effective Time will be automatically converted into the right to receive one share of NYCB 6.50% Non-Cumulative Perpetual
Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $1,000 per share.



The
completion of the Merger is subject to customary conditions, including (1) adoption of the Merger Agreement by AFC’s stockholders,
(2) adoption of the Merger Agreement and approval of the NYCB charter amendment by NYCB’s stockholders, (3) authorization
for listing on the NYSE of the shares of NYCB Common Stock to be issued in the Merger, (4) the receipt of required regulatory
approvals, including the approval of the FRB, the Federal Deposit Insurance Corporation, or the FDIC, and the New York State Department
of Financial Services, (5) effectiveness of the registration statement on Form S-4 for the NYCB Common Stock to be issued in the
Merger, and (6) the absence of any order, injunction or other legal restraint preventing the completion of the Merger or making
the completion of the Merger illegal. Each party’s obligation to complete the Merger is also subject to certain additional
customary conditions, including (1) subject to certain exceptions, the accuracy of the representations and warranties of the other
party, (2) performance in all material respects by the other party of its obligations under the Merger Agreement, and (3) receipt
by such party of an opinion from its counsel to the effect that the Merger will qualify as a reorganization within the meaning
of Section 368(a) of the Code.



During December 2015,
in anticipation of the Merger, the Compensation Committee took certain actions to reduce the impact of Code Section 280G and applicable
regulations on the combined entity, which actions were agreed to by NYCB in connection with entering into the Merger Agreement.
These actions included accelerating the approval of the payment of 2015 short-term cash incentives from 2016 to December 2015,
accelerating the vesting of certain time-based RSAs from various dates in 2016 to December 2015 and accelerating the vesting of
certain performance- and time-based restricted stock units, referred to as RSUs, from February 2016 to December 2015. In each
case where applicable, the Compensation Committee determined that performance criteria were satisfied. The result of these actions
was to increase the taxable income of the effected officers, including the Named Executives, for 2015, thereby reducing or eliminating
the potential impact of Code Section 280G on the combined entity following the Merger.



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



13






| | · | grant
                                         any stock options, stock appreciation rights, performance shares, restricted stock units,
                                         restricted shares, or other equity-based awards or interests, or grant any individual,
                                         corporation, or other entity 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 AFC benefit 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, 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 is above First
                                         Vice President, other than for cause; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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 lease or contract, 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 Merger
                                         Agreement.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In connection with
entering into the Merger Agreement, NYCB consented to the grant of equity awards by AFC to its employees 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 vesting. Accordingly, on February 1, 2016, the Compensation Committee approved equity grants consisting
of a total of 663,960 time-based RSAs to, collectively, officers holding the title of vice president or higher and equity grants
consisting of a total of 21,912 time-based RSAs to, collectively, AFC’s independent directors.



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



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 ten (10) times during 2015.



14






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 2015, 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 actual performance for
                                         2014 and its projected performance for 2015;
| | -- | ------------------------------------------------------------------------------------------------------------------



| | ii) | review and approval of 2014 corporate
                                         incentive plan results;
| | --- | ------------------------------------------------------------------------------------------------------



| | iii) | executive officer share ownership
                                         requirements;
| | ---- | ----------------------------------------------------------------------------------------



| | iv) | director equity grants;
| | --- | -----------------------



| | v) | officer equity grant criteria and
                                         corporate incentive plan criteria for 2015;
| | -- | ----------------------------------------------------------------------------------------------------------------------



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



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



| | viii) | the Compensation Committee Report
                                         and CD&A contained in AFC’s Proxy Statement for the Annual Meeting of Shareholders
                                         held on May 27, 2015;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ix) | equity grant awards made to directors
                                         and officers in April 2015 and the methodology used to calculate such awards;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | xi) | review and approval of 2015 corporate
                                         incentive plan results and accelerated payment of awards;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------



| | xii) | review and approval of RSUs performance
                                         results and vesting acceleration;
| | ---- | ------------------------------------------------------------------------------------------------------------------



15






| | xiii) | review and approval of RSAs vesting
                                         acceleration;
| | ----- | ------------------------------------------------------------------------------------------



| | xiv) | review of preliminary recommendations
                                         regarding 2016 incentive plans;
| | ---- | --------------------------------------------------------------------------------------------------------------



| | xv) | review and approval of 2016 officer
                                         compensation; and
| | --- | ----------------------------------------------------------------------------------------------



| | xvi) | review of executive officer employment
                                         agreements.
| | ---- | -------------------------------------------------------------------------------------------



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 the past year 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., New York Community Bancorp Inc., 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,” “Director Compensation”
and “Compensation Discussion & Analysis.”



16






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” include, but are 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 of Shareholders.
For more information on this review, see “Consideration of Prior Say-on-Pay Votes.”



Oversight
of Risk Management



In 2011, the Board
established a dedicated Enterprise Risk Management Committee. The Enterprise Risk Management Committee consists of all 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.



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.



17






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, 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. The Compensation Committee
noted that, other than actuarial changes in pension values, changes in actual compensation of the Named Executives from 2013 to
2014 was not material and that the results of the 2013 and 2014 say-on-pay votes each exceeded 75% in favor. 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 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. Such impact included substantial savings that could inure to AFC and the impact such changes 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 the AFC’s strategic alternatives and ultimately deciding to enter into the Merger Agreement. As a result
of AFC’s entering into the Merger Agreement and in consideration of the provisions of the 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 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 Merger Agreement and the benefits to which the
executive officers would become entitled in connection with the closing of the 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.



18






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 and has direct access to publications reflecting industry practices. 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.



On an organization-wide
basis, a base salary increase target of 3% was established for 2015 based in part upon survey data indicating projected base salary
increases of between 2.9% and 3.2% nationally. Among the surveys utilized 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.



In developing the
Strategic Plan for 2015, the Board recognized that achievement of the goals set forth therein would be an ongoing, multi-year
process which, although not generating immediate returns, would require the retention of certain employees in order to be successful.
For 2015, the Compensation Committee and the Board determined not to award across-the-board base salary increases to the Named
Executives but, in recognizing the need to keep the total cash compensation of the Named Executives competitive in the industry,
approved a salary increase of 5.6% for Mr. Fusco. The Compensation Committee also determined that it was appropriate to award
incentive bonuses for 2015. 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.



19






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 we 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
| | - | -----------------------------------------------------------------------------------------------------------------------------------



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



The following table
shows the 2014 peer group compared to the 2015 peer group, with overlapping companies marked with an asterisk:



|2014
    Peer Group                 |  | 2015
    Peer Group           
|----------------------------------- |  | ------------------------------
|First Niagara Financial Group, Inc. |  | Associated Banc-Corp          
|Flushing Financial Corp.            |  | EverBank Financial Corp.      
|Hudson City Bancorp, Inc.           |  | F.N.B. Corporation            
|Huntington Bancshares Inc.          |  | Fulton Financial Corporation  
|New York Community Bancorp          |  | Investors Bancorp Inc.        
|People’s United Financial, Inc.     |  | MB Financial Inc.             
|Provident Financial Services, Inc.  |  | National Penn Bancshares Inc. 
|Signature Bank*                     |  | PrivateBancorp, Inc.          
|TCF Financial Corporation*          |  | Prosperity Bancshares Inc.    
|Valley National Bancorp.*           |  | Signature Bank*               
|Washington Federal, Inc.            |  | TCF Financial Corporation*    
|Webster Financial Corp.*            |  | UMB Financial Corporation     
|Zions Bancorporation                |  | Valley National Bancorp*      
|                                    |  | Webster Financial Corp.*      
|                                    |  | Wintrust Financial Corporation



20






The Executive Incentive
Plan for 2015 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. Eggleston,
Fusco and Keegan. While Mr. Donlon participated in the Executive Incentive Plan in 2015, his plan based incentive was less than
his guaranteed 2015 bonus of $325,000, provided as part of his new hire package.



The performance measurements
used for the Executive Incentive Plan for 2015 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 amount, if any, of the incentive
payment under the Executive Incentive Plan for each of the Named Executives (other than Mr. Donlon), was based upon the level
of performance measurements achieved.



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.



At the time the ranges
were established in March 2015, 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 2015 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 2015 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 decreased by $3.6 million to reflect business plan assumptions which were substituted
                                         for GAAP expenses related to stock-based compensation expense;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

a)    the
provision was increased by $1.3 million related to the general and administrative adjustment noted above; and

b)    the
income tax benefit of $11.4 million related to the impact of income tax legislation enacted in the 2015 second quarter, primarily
applicable to New York City, was eliminated; and



21






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

a)    $5.5
million to reflect the adjustments to net earnings available to common stockholders as set forth above; and

b)    $1.2
million to eliminate any gain, other than that which existed at December 31, 2014, 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 2015, the Compensation Committee, pursuant
to the terms of the Executive Incentive Plan, certified that AFC’s financial performance goals resulted in overall50%
of target incentive payments based upon an adjusted ROA of 0.52% and an adjusted ROATCE of 5.40%.



Under the terms of
the Merger Agreement, AFC was permitted to determine and pay annual bonuses in respect of the 2015 fiscal year based on actual
performance taking into account the expenses and costs related to the Merger, but no such adjustments were made. AFC also, in
consultation with NYCB, accelerated the determination and payment of the 2015 annual bonuses so that such amounts were paid in
December 2015. 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 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.



Equity-Based Compensation



The equity-based compensation
portion of AFC’s and the Bank’s 2015 compensation program consists of awards of RSAs and RSUs pursuant to the 2014
Stock Incentive Plan. As of February 29, 2016, there were 2,651,371 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.
The performance measurement period for the RSUs granted in April 2015 is the fiscal year ending December 31, 2017 and the vesting
date of such RSUs is February 1, 2018. Shares will be issued on the vesting date at 125%, 100%, 75%, 50%, 25% or 0% of units granted
depending upon actual performance achieved during the measurement period.



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 116 officers as of the grant date of April 27, 2015, 115 of which were eligible to receive
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.



22






In April 2015, the
Compensation Committee approved equity grants, of which a total of 400,320 RSAs and 409,800 RSUs were granted to officers holding
the title of Vice President or higher, of which a total of 176,550 RSAs and 177,000 RSUs were granted to the nine executive officers,
and of which a total of 132,690 RSAs and 133,000 RSUs 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 $2,307,509 for RSAs and $2,237,280
for RSUs, with respect to grants made to the nine executive officers and $1,734,258 for RSAs and $1,681,120 for RSUs, 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, and the value ascribed to RSUs has been the closing price of AFC Common Stock
on the date of the grant or award, reduced by the present value of the expected dividend stream during the vesting period for
the RSUs using a risk-free interest rate.



On occasion, grants
or awards may also be made at or near the time a new officer is hired, or at the time an officer is promoted to a position involving
an enhanced degree of responsibility. In 2015, 1,200 shares of AFC Common Stock were granted to such non-executive officers.



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.



In accordance with
the terms of the 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 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, 2015 under the 2005 Stock Incentive Plan and 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 Merger (except for the 9,580 shares granted to Mr. Keegan, 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 numbers of shares 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 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






See “Security
Ownership of Management,” “Summary Compensation Table” and “2015 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 Retirement Medical and Dental Benefit Policy for Vice Presidents
and above, referred to as the Post-retirement Medical Plan.



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, or ESOP, 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.



24






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 the heading “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 Post-retirement
Medical Plan provides executive and other senior officers and their spouses, if any, with medical and dental insurance 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 plan as another vehicle to encourage the retention of its senior officers.



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 2015 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.



25






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.



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.



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.



26






Summary Compensation Table



|                                                     |  |      |      |  |        |  |         |        |  |  |         |  |  |              |           |  | Change in    |  |         |         |  |  |           | 
|---------------------------------------------------- |  | ---- | ---- |  | ------ |  | ------- | ------ |  |  | ------- |  |  | ------------ | --------- |  | ------------ |  | ------- | ------- |  |  | --------- | 
|                                                     |  |      |      |  |        |  |         |        |  |  |         |  |  |              |           |  | Pension      |  |         |         |  |  |           | 
|                                                     |  |      |      |  |        |  |         |        |  |  |         |  |  | Non-         |           |  | Value and    |  |         |         |  |  |           | 
|                                                     |  |      |      |  |        |  |         |        |  |  |         |  |  | Equity       |           |  | Nonqualified |  |         | All     |  |  |           | 
|                                                     |  |      |      |  |        |  |         |        |  |  |         |  |  | Incentive    |           |  | Deferred     |  |         | Other   |  |  |           | 
|Name and                                             |  |      |      |  |        |  |         |        |  |  | Stock   |  |  | Plan         |           |  | Compensation |  |         | Compen- |  |  |           | 
|Principal                                            |  |      |      |  | Salary |  |         | Bonus  |  |  | Awards  |  |  | Compensation |           |  | Earnings     |  |         | sation  |  |  | Total     | 
|Position(1)                                          |  | Year |      |  | ($)(3) |  |         | ($)(4) |  |  | ($)(5)  |  |  | ($)(6)       |           |  | ($)(7)       |  |         | ($)(8)  |  |  | ($)       | 
|                                                     |  |      |      |  |        |  |         |        |  |  |         |  |  |              |           |  |              |  |         |         |  |  |           | 
|Monte N. Redman                                      |  |      | 2015 |  |        |  | 960,000 |        |  |  | 0       |  |  |              | 1,324,283 |  |              |  | 384,000 |         |  |  | 0         | 
|President and Chief                                  |  |      | 2014 |  |        |  | 960,000 |        |  |  | 0       |  |  |              | 1,319,077 |  |              |  | 460,800 |         |  |  | 1,227,292 | 
|Executive Officer                                    |  |      | 2013 |  |        |  | 930,000 |        |  |  | 0       |  |  |              | 1,225,434 |  |              |  | 558,000 |         |  |  | 0         | 
|                                                     |  |      |      |  |        |  |         |        |  |  |         |  |  |              |           |  |              |  |         |         |  |  |           | 
|Frank E. Fusco                                       |  |      | 2015 |  |        |  | 565,000 |        |  |  | 0       |  |  |              | 667,806   |  |              |  | 183,265 |         |  |  | 0         | 
|Senior Executive Vice President                      |  |      | 2014 |  |        |  | 535,000 |        |  |  | 0       |  |  |              | 630,623   |  |              |  | 208,650 |         |  |  | 425,399   | 
|and Chief Financial
    Officer                      |  |      | 2013 |  |        |  | 515,000 |        |  |  | 0       |  |  |              | 578,370   |  |              |  | 251,063 |         |  |  | 0         | 
|                                                     |  |      |      |  |        |  |         |        |  |  |         |  |  |              |           |  |              |  |         |         |  |  |           | 
|Gerard C. Keegan                                     |  |      | 2015 |  |        |  | 625,000 |        |  |  | 0       |  |  |              | 369,832   |  |              |  | 203,125 |         |  |  | 0         | 
|Vice Chairman, Senior                                |  |      | 2014 |  |        |  | 625,000 |        |  |  | 0       |  |  |              | 736,965   |  |              |  | 243,750 |         |  |  | 421,976   | 
|Executive Vice President and Chief Operating Officer |  |      | 2013 |  |        |  | 600,000 |        |  |  | 0       |  |  |              | 673,358   |  |              |  | 292,500 |         |  |  | 0         | 
|                                                     |  |      |      |  |        |  |         |        |  |  |         |  |  |              |           |  |              |  |         |         |  |  |           | 
|Alan P. Eggleston                                    |  |      | 2015 |  |        |  | 535,000 |        |  |  | 0       |  |  |              | 632,074   |  |              |  | 173,875 |         |  |  | 0         | 
|Senior Executive Vice                                |  |      | 2014 |  |        |  | 535,000 |        |  |  | 0       |  |  |              | 630,623   |  |              |  | 208,650 |         |  |  | 364,968   | 
|President and Chief Risk Officer                     |  |      | 2013 |  |        |  | 515,000 |        |  |  | 251,063 |  |  |              | 578,370   |  |              |  | 0       |         |  |  | 0         | 
|                                                     |  |      |      |  |        |  |         |        |  |  |         |  |  |              |           |  |              |  |         |         |  |  |           | 
|Hugh J. Donlon                                       |  |      | 2015 |  |        |  | 450,000 |        |  |  | 675,000 |  |  |              | 421,383   |  |              |  | 0       |         |  |  | 21,177    | 
|Senior Executive Vice                                |  |      | 2014 |  |        |  | 95,192  |        |  |  | 325,000 |  |  |              | 1,050,035 |  |              |  | 0       |         |  |  | 0         | 
|President and Chief Lending Officer (2)              |  |      |      |  |        |  |         |        |  |  |         |  |  |              |           |  |              |  |         |         |  |  |           | 








| | (1) | All titles were held throughout 2015.
| | --- | -------------------------------------

| | (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 incentive
                                         award paid to Mr. Eggleston in 2013 which was based upon his personal performance and
                                         set at the discretion of the Compensation Committee and 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.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | This column represents the aggregate
                                         grant date fair value of RSA and RSU awards made to the Named Executives in 2013, 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, 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 $1,659,400 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 the Consolidated Financial Statements. For additional information
                                         regarding RSAs and RSUs held by the Named Executives, see the 2015 Outstanding Equity
                                         Awards At Fiscal Year-End Table.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



27






| | (6) | This
                                         column represents the incentive bonus award payments made to the Named Executive for
                                         2013, 2014 and 2015 pursuant to the Executive Incentive Plan, which plan was previously
                                         approved by the shareholders of AFC. For additional information, see the 2015 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 2013, 2014 and 2015 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 2015 Pension
                                         Benefits Table. 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. Pursuant to SEC regulations, Messrs. Redman,
                                         Fusco, Keegan and Eggleston’s change in pension value for 2013 is disclosed as
                                         $0.00 because the changes in the actuarial value of their benefits from December 31,
                                         2012 to December 31, 2013 were negative $365,912, $212,405, $334,853 and $129,011, respectively.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | This column represents compensation
                                         amounts reportable with respect to the Named Executives for 2013, 2014 and 2015 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, 2015:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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   |  |            | 18,453 |  |             |  | 19,568 |               |  |  | 11,925 | 
|                  |  |            |        |  |             |  |        |               |  |  |        | 
|Frank E. Fusco    |  |            | 9,066  |  |             |  | 24,234 |               |  |  | 11,925 | 
|                  |  |            |        |  |             |  |        |               |  |  |        | 
|Gerard C. Keegan  |  |            | 8,676  |  |             |  | 16,635 |               |  |  | 11,925 | 
|                  |  |            |        |  |             |  |        |               |  |  |        | 
|Alan P. Eggleston |  |            | 9,021  |  |             |  | 21,281 |               |  |  | 11,925 | 
|                  |  |            |        |  |             |  |        |               |  |  |        | 
|Hugh J. Donlon    |  |            | 14,456 |  |             |  | 13,635 |               |  |  | 11,925 | 








| | (a) | This column represents dividends paid during
                                         2015 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 2015 fiscal year. Foreach 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, and in the
                                         case of Messrs. Redman, Fusco and Eggleston, includes the amount paid for their respective
                                         health examinations.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



28






| | (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 2015 represent approximately 49% of his total compensation. Mr. Fusco’s
salary and incentive award payment for 2015 represent approximately 51% of his total compensation. Mr. Keegan’s salary and
incentive award payment for 2015 represent approximately 67% of his total compensation. Mr. Eggleston’s salary and incentive
award payment for 2015 represent approximately 51% of his total compensation. Mr. Donlon’s salary, bonus and incentive award
payment for 2015 represent approximately 70% of his total compensation.



The following table
sets forth information regarding bonus awards and equity grants pursuant to the Executive Incentive Plan and the 2014 Stock Incentive
Plan, respectively, made to the Named Executives during 2015. Pursuant to the terms of the Executive Incentive Plan, the Compensation
Committee annually establishes an annual incentive for the executive officers of AFC. For a discussion of the goals and targets
applicable for 2015, 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.”



2015 Grants of Plan-Based Awards
Table





|                  |  |                |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        |        |  |         |  |        | All
    Other |  |  |               | 
|----------------- |  | -------------- |  | ------------------------------ | ------- |  | ---------------------------- |  | ------- | ------------ |  |  | --------- |  |  | ------ | ------ |  | ------- |  | ------ | ------------- |  |  | ------------- | 
|                  |  |                |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        |        |  |         |  |        | Stock         |  |  |               | 
|                  |  |                |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        |        |  |         |  |        | Awards:       |  |  | Grant         | 
|                  |  |                |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        |        |  |         |  |        | Numbers       |  |  | Date
    Fair | 
|                  |  |                |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        |        |  |         |  |        | of
    Shares |  |  | Value
    of  | 
|                  |  |                |  | Estimated
    Future Payouts   |         |  | Estimated
    Future Payouts |  |         | of
    Stock |  |  | Stock     | 
|                  |  |                |  | Under
    Non-Equity Incentive |         |  | Under
    Equity Incentive   |  |         | or
    Units |  |  | Awards    | 
|Name              |  | Grant Date (1) |  | Plan
    Awards (2)            |         |  | Plan
    Awards (3)          |  |         | (#)(4)       |  |  | ($)(5)    | 
|                  |  |                |  | Threshold                      |         |  | Target                       |  |         | Maximum      |  |  | Threshold |  |  | Target |        |  | Maximum |  |        |               |  |  |               | 
|                  |  |                |  | ($)                            |         |  | ($)                          |  |         | ($)          |  |  | (#)       |  |  | (#)    |        |  | (#)     |  |        |               |  |  |               | 
|                  |  |                |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        |        |  |         |  |        |               |  |  |               | 
|Monte N. Redman   |  |                |  |                                | 153,600 |  |                              |  | 768,000 |              |  |  | 1,536,000 |  |  |        |        |  |         |  |        |               |  |  |               | 
|                  |  | 4/27/2015      |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        | 12,900 |  |         |  | 51,600 |               |  |  | 64,500        | 
|                  |  | 4/27/2015      |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        |        |  |         |  |        |               |  |  |               | 
|                  |  |                |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        |        |  |         |  |        |               |  |  |               | 
|Frank E. Fusco    |  |                |  |                                | 73,450  |  |                              |  | 367,250 |              |  |  | 734,500   |  |  |        |        |  |         |  |        |               |  |  |               | 
|                  |  | 4/27/2015      |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        | 6,500  |  |         |  | 26,000 |               |  |  | 32,500        | 
|                  |  | 4/27/2015      |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        |        |  |         |  |        |               |  |  |               | 
|                  |  |                |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        |        |  |         |  |        |               |  |  |               | 
|Gerard C. Keegan  |  |                |  |                                | 81,250  |  |                              |  | 406,250 |              |  |  | 812,500   |  |  |        |        |  |         |  |        |               |  |  |               | 
|                  |  | 4/27/2015      |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        | 3,600  |  |         |  | 14,400 |               |  |  | 18,000        | 
|                  |  | 4/27/2015      |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        |        |  |         |  |        |               |  |  |               | 
|                  |  |                |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        |        |  |         |  |        |               |  |  |               | 
|Alan P. Eggleston |  |                |  |                                | 69,550  |  |                              |  | 347,750 |              |  |  | 695,500   |  |  |        |        |  |         |  |        |               |  |  |               | 
|                  |  | 4/27/2015      |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        | 6,150  |  |         |  | 24,600 |               |  |  | 30,750        | 
|                  |  | 4/27/2015      |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        |        |  |         |  |        |               |  |  |               | 
|                  |  |                |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        |        |  |         |  |        |               |  |  |               | 
|Hugh J. Donlon    |  |                |  |                                | 325,000 |  |                              |  | 325,000 |              |  |  | 585,000   |  |  |        |        |  |         |  |        |               |  |  |               | 
|                  |  | 4/27/2015      |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        | 4,100  |  |         |  | 16,400 |               |  |  | 20,500        | 
|                  |  | 4/27/2015      |  |                                |         |  |                              |  |         |              |  |  |           |  |  |        |        |  |         |  |        |               |  |  |               | 










| | (1) | All grants of Non-Equity Incentive
                                         Plan Awards to the Named Executives were made pursuant to the Executive Incentive Plan,
                                         with the exception of Mr. Donlon who, having joined the Bank in October 2014, was guaranteed
                                         a minimum bonus of $325,000 governed by the terms of his employment contracts with AFC
                                         and the Bank. 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 2015 were made pursuant to the 2014 Stock
                                         Incentive Plan. For additional information regarding the 2014 Stock Incentive Plan, see
                                         “Equity-Based Compensation.”
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



29






| | (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 2015. 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, with the exception of Mr. Donlon who, having joined the Bank in October 2014, was guaranteed a minimum bonus of $325,000
governed by the terms of his employment contracts with AFC and the Bank. The Target column and the Maximum column represent the
amounts that would be earned had AFC performed at the one hundred percent (100%) payout and maximum payout percentages as specified
under the goals established in connection with the Executive Incentive Plan for 2015. The maximum payout percentage was
two hundred percent (200%) for 2015. In December 2015, the Compensation Committee of AFC determined that AFC’s performance
in 2015 exceeded the threshold requirements, and therefore the Compensation Committee determined to award incentive payments under
the Non-Equity Incentive Plan for 2015. See Summary Compensation Table for the amount of the incentive payment earned by each of
the Named Executives during 2015 and “Short-Term Non-Equity Incentive Plan Compensation” for the performance targets
for these awards.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | The amounts reflected under the Estimated Future Payouts Under Equity Incentive Plan Awards columns
reflect the RSU awards granted during fiscal year 2015 under the 2014 Stock Incentive Plan for the Named Executives. The Threshold
column reflects the minimum number of RSUs which will vest in the Named Executive in the event that AFC performs at the twenty-five
percent (25%) payout percentage as specified under the goals established in connection with the 2014 Stock Incentive Plan for the
year ending December 31, 2017. Performance of AFC below the specified level would result in no RSUs vesting. The Target column
and the Maximum column represent the number of RSUs that will vest in the event that AFC performs at the one hundred percent (100%)
payout and the maximum payout percentages as specified under the goals established in connection with the 2014 Stock Incentive
Plan for the year ending December 31, 2017. The Maximum payout percentage for the 2015 awards was one hundred twenty-five percent
(125%). To receive a Threshold, Target or Maximum grant of RSUs for 2015, certain performance goals are required to be achieved
for the year ending December 31, 2017. The goals established for a Threshold grant of RSUs are reasonably attainable, the goals
established in order to receive a Target grant of RSUs are reasonably attainable, but challenging, and the goals established in
order to receive a Maximum grant of RSUs are extremely challenging.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | 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 2015. These awards were granted subject to the recipients’ continued
service through December 14 of 2015, 2016 and 2017, with the exception of the awards to Mr. Keegan, which were granted subject
to his continued service through December 31, 2015 and June 30, 2016.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | 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
Target level of RSUs and the total number of RSAs. For the RSU component, 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, reduced by the present value of the expected dividend stream during the vesting period using a risk-free interest
rate, resulting in a grant date fair value of $12.64 per unit. For the RSA component, 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 $13.07 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.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
following table provides information on the current holdings of both RSAs and RSUs by the Named Executives as of December 31, 2015.
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, 2015. 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 December 31, 2015, or $15.85. The fair value of the RSUs is based on the closing
price per share of AFC Common Stock as quoted on the NYSE on December 31, 2015 which was $15.85 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 $15.69
per unit for RSUs awarded in 2014 and $15.53 per unit for RSUs awarded in 2015. For additional information about the RSAs and RSUs,
see “Equity-Based Compensation.”



30






2015
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   |  | 7/1/2011                   |  |                                                                                                     |       
|                  |  | 2/3/2014                   |  |                                                                                                     |       
|                  |  | 4/27/2015                  |  |                                                                                                     | 17,140
|                  |  | 4/27/2015                  |  |                                                                                                     |       
|                  |  |                            |  |                                                                                                     |       
|Frank E. Fusco    |  | 2/3/2014                   |  |                                                                                                     |       
|                  |  | 4/27/2015                  |  |                                                                                                     | 8,650 
|                  |  | 4/27/2015                  |  |                                                                                                     |       
|                  |  |                            |  |                                                                                                     |       
|Gerard C. Keegan  |  | 2/3/2014                   |  |                                                                                                     |       
|                  |  | 4/27/2015                  |  |                                                                                                     |       
|                  |  |                            |  |                                                                                                     |       
|Alan P. Eggleston |  | 2/3/2014                   |  |                                                                                                     |       
|                  |  | 4/27/2015                  |  |                                                                                                     | 8,190 
|                  |  | 4/27/2015                  |  |                                                                                                     |       
|                  |  |                            |  |                                                                                                     |       
|Hugh J. Donlon    |  | 10/15/2014                 |  |                                                                                                     | 28,387
|                  |  | 4/27/2015                  |  |                                                                                                     | 5,460 
|                  |  | 4/27/2015                  |  |                                                                                                     |       










| | (1) | The following table details the vesting date for all outstanding RSAs held by the Named Executives as of December 31, 2015,
based upon the award date of such RSAs.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



RSA Vesting Schedule



|Award Date |  | Initial Vesting Date(a)
|---------- |  | -----------------------
|7/1/2011   |  | 6/30/2016              
|10/15/2014 |  | 10/1/2015              
|4/27/2015  |  | 12/14/2015             










| | (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 and April
27, 2015, respectively. In addition to the dates indicated, all RSAs, except the RSAs granted to Mr. Redman on July 1, 2011, would
vest early upon death or disability. The RSAs granted to Mr. Redman on July 1, 2011 vest on June 30, 2016, subject to continued
service and satisfaction of performance goals through June 30, 2016. The performance goals include meeting or exceeding a 12% compound
annual growth in tangible book value of shareholders’ equity per common share, adjusted for cash common dividends, by the
conclusion of the five year period. In the event of Mr. Redman’s death, disability or termination with a right to severance
under his employment agreement prior to vesting, such RSAs will remain outstanding subject to satisfaction of the performance and
vesting conditions. All RSAs indicated would also vest assuming attainment of each performance goal at the target level in the
event of a change of control of either AFC or the Bank. AFC and the Bank, in consultation with NYCB, accelerated the vesting of
certain equity awards that would otherwise have vested in 2016, so that such awards vested in December 2015.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



31






| | (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, 2015, 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’s
employment terminates 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’s employment terminates prior to December 31,
2017, these RSUs will be forfeited.AFC and the Bank, in consultation
with NYCB, determined that performance goals for 2015 had been met and accelerated the vesting of certain equity awards that would
otherwise have vested in 2016, so that such awards vested in December 2015.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
following table provides information, for the Named Executives, regarding the number of shares acquired upon vesting during 2015,
and the value realized before their payment of any applicable withholding tax and broker commissions.



2015 Stock Vested



|                  |  | Stock Awards                             |        
|----------------- |  | ---------------------------------------- | -------
|Name              |  | Number of Shares Acquired On Vesting (#) |        
|Monte N. Redman   |  |                                          | 175,848
|Frank E. Fusco    |  |                                          | 85,098 
|Gerard C. Keegan  |  |                                          | 93,418 
|Alan P. Eggleston |  |                                          | 84,936 
|Hugh J. Donlon    |  |                                          | 67,694 










| | (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.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



32






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 3,384 eligible employees and retirees of the Bank
and its predecessors as of December 31, 2015. 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, 2015.



The accumulated benefit
an employee earns 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.



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 2015 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).



33






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.



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, 2015 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 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 4.09%, while for both the Excess Plan and the Supplemental Plan the interest rate assumption is 3.86%. The post-retirement mortality assumption is based on RP-2014 Total Dataset (adjusted to 2006) with MP-2015 generational
improvement for assumed distributions after 2016.  The Applicable Mortality Table prescribed under Code Section 417(e) for
2016 distributions was used for payments assumed to commence in 2016.



34






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



2015 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                  |  |                                          | 1,492,729
|                  |  | Excess Plan           |  | 34 years 11 months                  |  |                                          | 4,341,526
|                  |  | Supplemental Plan     |  | 34 years 11 months                  |  |                                          | 753,157  
|                  |  |                       |  |                                     |  |                                          |          
|Frank E. Fusco    |  | Employee Pension Plan |  | 22 years 6 months                   |  |                                          | 671,764  
|                  |  | Excess Plan           |  | 22 years 6 months                   |  |                                          | 851,210  
|                  |  |                       |  |                                     |  |                                          |          
|Gerard C. Keegan  |  | Employee Pension Plan |  | 41 years 1 month                    |  |                                          | 1,371,308
|                  |  | Excess Plan           |  | 41 years 1 month                    |  |                                          | 1,952,492
|                  |  |                       |  |                                     |  |                                          |          
|Alan P. Eggleston |  | Employee Pension Plan |  | 18 years 5 months                   |  |                                          | 813,809  
|                  |  | Excess Plan           |  | 18 years 5 months                   |  |                                          | 978,105  
|                  |  |                       |  |                                     |  |                                          |          
|Hugh J. Donlon(1) |  |                       |  |                                     |  |                                          | 0        










| | (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



As noted in the CD&A,
AFC and the Bank have entered into employment agreements with each of the Named Executives. The employment agreements for the Named
Executives provide for a three-year term, with the exception of Mr. Keegan’s employment agreement that terminates on August
28, 2016 because he will be reaching mandatory retirement age for executive officers. 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. 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. 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.



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.



35






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.



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 2015 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);
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



36






| | 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 2015);
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | 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 of December 31,
2015, 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:



37






|Name              |  | Nature of Payment                     |  | Disability Payment ($)(1) |           |  | Payments
upon Death ($)(2) |  |           | Severance Payment ($)(3) | 
|----------------- |  | ------------------------------------- |  | ------------------------- | --------- |  | -------------------------- |  | --------- | ------------------------ | 
|Monte N. Redman   |  | Salary                                |  |                           | 818,374   |  |                            |  | -         |                          | 
|                  |  | Bonus                                 |  |                           | 381,862   |  |                            |  | 384,000   |                          | 
|                  |  | Value of Defined Contribution Benefit |  |                           | -         |  |                            |  | -         |                          | 
|                  |  | Welfare Benefit Payment               |  |                           | -         |  |                            |  | -         |                          | 
|                  |  | Acceleration of Restricted Stock (4)  |  |                           | 1,301,919 |  |                            |  | 1,301,919 |                          | 
|                  |  |                                       |  |                           |           |  |                            |  |           |                          | 
|Frank E. Fusco    |  | Salary                                |  |                           | 424,523   |  |                            |  | -         |                          | 
|                  |  | Bonus                                 |  |                           | 182,602   |  |                            |  | 208,650   |                          | 
|                  |  | Value of Defined Contribution Benefit |  |                           | -         |  |                            |  | -         |                          | 
|                  |  | Welfare Benefit Payment               |  |                           | -         |  |                            |  | -         |                          | 
|                  |  | Acceleration of Restricted Stock (4)  |  |                           | 137,103   |  |                            |  | 137,103   |                          | 
|                  |  |                                       |  |                           |           |  |                            |  |           |                          | 
|Gerard C. Keegan  |  | Salary                                |  |                           | 484,349   |  |                            |  | -         |                          | 
|                  |  | Bonus                                 |  |                           | 201,994   |  |                            |  | 203,125   |                          | 
|                  |  | Value of Defined Contribution Benefit |  |                           | -         |  |                            |  | -         |                          | 
|                  |  | Welfare Benefit Payment               |  |                           | -         |  |                            |  | -         |                          | 
|                  |  | Acceleration of Restricted Stock (4)  |  |                           | -         |  |                            |  | -         |                          | 
|                  |  |                                       |  |                           |           |  |                            |  |           |                          | 
|Alan P. Eggleston |  | Salary                                |  |                           | 394,611   |  |                            |  | -         |                          | 
|                  |  | Bonus                                 |  |                           | 172,907   |  |                            |  | 173,875   |                          | 
|                  |  | Value of Defined Contribution Benefit |  |                           | -         |  |                            |  | -         |                          | 
|                  |  | Welfare Benefit Payment               |  |                           | -         |  |                            |  | -         |                          | 
|                  |  | Acceleration of Restricted Stock (4)  |  |                           | 129,812   |  |                            |  | 129,812   |                          | 
|                  |  |                                       |  |                           |           |  |                            |  |           |                          | 
|Hugh J. Donlon    |  | Salary                                |  |                           | 309,858   |  |                            |  | -         |                          | 
|                  |  | Bonus (5)                             |  |                           | 145,436   |  |                            |  | 325,000   |                          | 
|                  |  | Value of Defined Contribution Benefit |  |                           | -         |  |                            |  | -         |                          | 
|                  |  | Welfare Benefit Payment               |  |                           | -         |  |                            |  | -         |                          | 
|                  |  | Acceleration of Restricted Stock (4)  |  |                           | 12,895    |  |                            |  | 12,895    |                          | 










| | (1) | Assumes the Named Executive became disabled on December 31, 2015 and is terminated from employment
on June 30, 2016. 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 2016, paid at the beginning
of 2017, and prorated for employment through the first half of the year, assuming that target goals for 2016 bonuses are attained.
See footnote (6) below for more information on these payments.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Assumes the Named Executive died on December 31, 2015. 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 2015 since the
prorated bonus would cover the entire twelve (12) month period. While Mr. Donlon did participate in the Executive Incentive Plan
in 2015, he had a right to a minimum bonus for 2015 in connection with his offer letter. See footnote (6) below for more information
on these payments.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



38






| | (3) | Severance payments are calculated assuming the Named Executive’s employment was terminated
as of December 31, 2015. All Named Executives, with the exception of Mr. Fusco, who does not yet meet the age requirement for vesting,
and Mr. Donlon, who does not yet meet the age requirement or service requirement for vesting, would upon termination be eligible
to receive health related welfare benefits pursuant to the Post-retirement Medical Plan discussed below.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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 remain subject
to satisfaction of performance conditions but not future service, and 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 December 31, 2015, or $15.85.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Mr. Donlon’s offer letter provides that his bonus for 2015 shall not be less than $325,000.
For purposes of estimating the bonus severance payment payable to Mr. Donlon on a termination on December 31, 2015, this amount
has been treated as his target opportunity.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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, 2015, based
upon the assumptions indicated, these sums with respect to the Named Executives are estimated to be as follows:



|Name              |  | Excise Tax Gross-up ($)(1) |          
|----------------- |  | -------------------------- | ---------
|Monte N. Redman   |  |                            | 3,567,240
|Frank E. Fusco    |  |                            | 1,662,295
|Gerard C. Keegan  |  |                            | 0        
|Alan P. Eggleston |  |                            | 0        
|Hugh J. Donlon    |  |                            | 1,379,219










| | (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, 2015 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 December 31, 2015,
or $15.85.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
Bank also maintains the Post-retirement Medical Plan for its officers with a rank of Vice President and higher. The Post-retirement
Medical Plan 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 Plan, as of December 31, 2015.



|Name              |  | Post-retirement Medical Plan Benefit ($)(1) |        
|----------------- |  | ------------------------------------------- | -------
|Monte N. Redman   |  |                                             | 266,626
|Frank E. Fusco    |  |                                             | 205,288
|Gerard C. Keegan  |  |                                             | 202,750
|Alan P. Eggleston |  |                                             | 245,096
|Hugh J. Donlon    |  |                                             | 26,577 










| | (1) | This column represents the present value of the accumulated benefit as of December 31, 2015, for
the Named Executives under the Post-retirement Medical Plan based upon the assumptions as described in Note 14 of the Notes to
the Consolidated Financial Statements. As of December 31, 2015, Mr. Fusco and Mr. Donlon were not vested in this benefit.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



39






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 Committee, referred to as the CRA Committee, receives a $1,000 fee per CRA 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.



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 2015 Director Compensation Table.



1999 Directors Option Plan



AFC maintains the 1999
Directors Option Plan pursuant to which non-employee directors of AFC and the Bank have been granted options on terms previously
approved by the shareholders of AFC.



The purpose of the
1999 Directors Option Plan was to promote the growth and profitability of AFC, to provide directors of AFC and its affiliates with
an incentive to achieve corporate objectives, to attract and retain key directors of outstanding competence and to provide such
directors with an equity interest in AFC.



Pursuant to the 1999
Directors Option Plan, each person who first became a non-employee director of AFC or the Bank after May 19, 1999 was granted,
on the 15th day of the month following the month in which he or she became a non-employee director, an option to purchase
12,000 shares of AFC Common Stock at an exercise price per share equal to the fair market value of AFC Common Stock, as defined
in the 1999 Directors Option Plan, on the date of grant. In addition, on January 15th of each succeeding year, or the
following business day if January 15th was not a business day, each person who was then a non-employee director was
granted an option to purchase an additional 6,000 shares of AFC Common Stock at an exercise price per share equal to the fair market
value of AFC Common Stock, as defined in the 1999 Directors Option Plan, on the date of grant.



All options granted
pursuant to the 1999 Directors Option Plan vested upon grant and expire upon the earlier of ten years following the date of grant
or one year following the date the director ceases to be a director for any reason other than removal for cause, in which case
the director’s options immediately terminate. The only options outstanding under the 1999 Directors Option Plan are Ralph
Palleschi’s 6,000 options remaining outstanding, which will forfeit if not exercised by January 15, 2017.



40






In
May 2007, the shareholders of AFC approved the 2007 Director Stock Plan. As a result, the 1999 Directors Option Plan was frozen
such that no further options will be granted under the 1999 Directors Option Plan.



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 2015, each non-employee
director received a discretionary grant of shares, valued at $10,000. Mr. Giambrone was granted 2,000 shares of restricted stock
as a new director in July 2015.



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 February 29, 2016, there were 27,721 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.



Included in the 2015
Director Compensation Table under the Change in Pension Value and Nonqualified Deferred Compensation Earnings column is the change
in the actuarial value during 2015 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 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
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.



41






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 2015 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 2015 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 2015 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. See the “Use of Corporate Aircraft and Other Travel-Related Expenses,” “CD&A”
and the Summary Compensation Table.



42






The
following table sets forth details regarding compensation provided to the directors of AFC for the fiscal year ended December 31,
2015.



2015 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 ($) |      
|-------------------- |  | ---------------------------------- | ------- |  | ------------------- |  | ------ | ------------------------------------------------------------------------------ |  |  | ----------------------------- |  |  | --------- | -----
|                     |  |                                    |         |  |                     |  |        |                                                                                |  |  |                               |  |  |           |      
|Jane D. Carlin       |  |                                    | 8,500   |  |                     |  | 55,000 |                                                                                |  |  | 0                             |  |  |           | 0    
|John R. Chrin        |  |                                    | 120,000 |  |                     |  | 55,000 |                                                                                |  |  | 0                             |  |  |           | 2,304
|John J. Corrado      |  |                                    | 118,000 |  |                     |  | 55,000 |                                                                                |  |  | 0                             |  |  |           | 2,554
|Robert S. Giambrone  |  |                                    | 44,000  |  |                     |  | 28,560 |                                                                                |  |  | 0                             |  |  |           | 160  
|Brian M. Leeney      |  |                                    | 114,000 |  |                     |  | 55,000 |                                                                                |  |  | 0                             |  |  |           | 5,349
|Patricia M. Nazemetz |  |                                    | 104,000 |  |                     |  | 55,000 |                                                                                |  |  | 0                             |  |  |           | 3,298
|Ralph F. Palleschi   |  |                                    | 250,000 |  |                     |  | 55,000 |                                                                                |  |  | 0                             |  |  |           | 2,385








| | (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.
See “Directors’ and Other Fee Arrangements.”
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | This column represents the aggregate grant date fair value of RSAs made to the directors in 2015
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 Consolidated Financial
Statements. The aggregate numbers of options and RSAs outstanding to each non-employee director at December 31, 2015 was, respectively,
Ms. Carlin, -0- and -0-; Mr. Chrin, -0- and 14,400; Mr. Corrado, -0- and 14,400; Mr. Giambrone, -0- and 2,000; Mr. Leeney, -0-
and 14,400; Ms. Nazemetz, -0- and 16,400; and Mr. Palleschi, 12,000 and 14,400. Ms. Carlin resigned from the Board and the board
of directors of the Bank effective February 10, 2015. All grants of RSAs were forfeited upon her resignation.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | This column represents the sum of the actuarial change in pension value in 2015. Pursuant to SEC
regulations, Mr. Palleschi’s change in pension value for 2015 is disclosed as $0.00 because the change in the actuarial value
of his benefits from December 31, 2014 to December 31, 2015 was negative $85,570.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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



43






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 February 29, 2016, 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.



|Name & Address of Beneficial Owner                                                                                                                                                                                                |  | Amount and Nature of Beneficial Ownership |           |     | Percent of Class(1) | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------- | --------- | --- | ------------------- | 
|                                                                                                                                                                                                                                  |  |                                           |           |     |                     | 
|BlackRock, Inc. 55 East 52nd Street New York, New York 10055                                                                                                                                                                      |  |                                           | 8,490,230 | (2) |                     | 
|                                                                                                                                                                                                                                  |  |                                           |           |     |                     | 
|Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, Texas 78746                                                                                                                                  |  |                                           | 8,270,861 | (3) |                     | 
|                                                                                                                                                                                                                                  |  |                                           |           |     |                     | 
|Committee appointed as Plan Administrator of 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                                                |  |                                           | 7,541,688 | (4) |                     | 
|                                                                                                                                                                                                                                  |  |                                           |           |     |                     | 
|FMR LLC 245 Summer Street Boston, Massachusetts 02210                                                                                                                                                                             |  |                                           | 7,403,525 | (5) |                     | 
|                                                                                                                                                                                                                                  |  |                                           |           |     |                     | 
|The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355                                                                                                                                                             |  |                                           | 6,799,294 | (6) |                     | 
|                                                                                                                                                                                                                                  |  |                                           |           |     |                     | 
|Wellington Management Group LLP Wellington Group Holdings LLP Wellington Investment Advisors Holdings LLP Wellington Management Company LLP c/o Wellington Management Company LLP 280 Congress Street Boston, Massachusetts 02210 |  |                                           | 6,381,305 | (7) |                     | 










| | (1) | Based on shares outstanding as of February 29, 2016.
| | --- | ----------------------------------------------------

| | (2) | According to a filing on Schedule 13G, Amendment No. 7, filed on or about February 10, 2016, BlackRock,
Inc. claims sole voting power with respect to 8,290,405 shares of AFC Common Stock and sole dispositive power with respect to 8,490,230
shares of AFC Common Stock as of December 31, 2015.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | According to a filing on Schedule 13G, Amendment No. 2, filed on or about February 9, 2016, Dimensional
Fund Advisors LP claims sole voting power with respect to 7,953,829 shares of AFC Common Stock, and sole dispositive power with
respect to 8,270,861 shares of AFC Common Stock as of December 31, 2015.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



44






| | (4) | 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, 2015, the Employee Pension Plan held 938,805 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, 2015, held 6,602,883 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 a Schedule 13G, Amendment No. 1, filed on February 16, 2016 and
other information available to AFC, as of December 31, 2015, the Plan Committees beneficially owned 7,541,688 shares of AFC Common
Stock, with sole voting and dispositive power with respect to 938,805 shares of AFC Common Stock and shared voting and dispositive
power with respect to 6,602,883 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.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | According to a filing on Schedule 13G, Amendment No. 6, filed on or about February 12, 2016, FMR
LLC and Abigail P. Johnson, filing as joint filers pursuant to Rule13d-1(k)(1) under the Exchange Act, claim sole voting power
with respect to 30,325 shares of AFC Common Stock and sole dispositive power with respect to 7,403,525 shares of AFC Common Stock
as of December 31, 2015. According to a filing on Schedule 13G, Amendment No. 7, filed on or about March 10, 2016 (the most recent
amendment that has been filed), FMR LLC and Abigail P. Johnson, filing as joint filers pursuant to Rule13d-1(k)(1) under the Exchange
Act, beneficially own 286,495 shares of AFC Common Stock, which is less than five percent of AFC Common Stock, and claim sole voting
power with respect to 46,265 shares of AFC Common Stock and sole dispositive power with respect to 286,495 shares of AFC Common
Stock.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | According to a filing on Schedule 13G, Amendment No. 1, filed on or about February 10, 2016, The
Vanguard Group claims sole voting power with respect to 113,279 shares of AFC Common Stock, sole dispositive power with respect
to 6,684,115 shares of AFC Common Stock, shared voting power with respect to 7,500 shares of AFC Common Stock and shared dispositive
power with respect to 115,179 shares of AFC Common Stock as of December 31, 2015.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | According to a filing on Schedule 13G, Amendment No. 2, filed on or about February 11, 2016, by
and on behalf of Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and
Wellington Management Company LLP, filing as joint filers pursuant to Rule 13d-1(k) under the Exchange Act, Wellington Management
Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP claim
shared voting and dispositive power with respect to 6,381,305 shares of AFC Common Stock as of December 31, 2015.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Security
Ownership of Management



The following table
sets forth information concerning the interests in equity securities of AFC as of February 29, 2016 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        |  |                                               | 995,516    | (3)(4)  |                      | 
|Gerard C. Keegan                                             |  | Common Stock        |  |                                               | 422,154    | (3)(5)  |                      | 
|John R. Chrin                                                |  | Common Stock        |  |                                               | 113,176    | (6)     |                      | 
|                                                             |  | Depositary Shares   |  |                                               | 4,658      | (6)     |                      | 
|John J. Corrado                                              |  | Common Stock        |  |                                               | 64,752     | (7)     |                      | 
|Robert S. Giambrone                                          |  | Common Stock        |  |                                               | 7,452      | (8)     |                      | 
|Brian M. Leeney                                              |  | Common Stock        |  |                                               | 32,673     | (9)     |                      | 
|Patricia M. Nazemetz                                         |  | Common Stock        |  |                                               | 20,052     | (10)    |                      | 
|Ralph F. Palleschi                                           |  | Common Stock        |  |                                               | 88,972     | (11)    |                      | 
|Alan P. Eggleston                                            |  | Common Stock        |  |                                               | 446,521    | (3)(12) |                      | 
|Frank E. Fusco                                               |  | Common Stock        |  |                                               | 470,511    | (3)(13) |                      | 
|Hugh J. Donlon                                               |  | Common Stock        |  |                                               | 86,928     | (3)(14) |                      | 
|All directors and executive officers as a group (15 persons) |  | Common Stock        |  |                                               | 10,407,137 | (3)(15) |                      | 
|All directors and executive officers as a group (15 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%).
| | --- | -----------------------------------------------------------------------------------------------------------



45






| | (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 938,805 shares of AFC Common Stock and shared voting and dispositive power with respect
to 6,602,883 shares of AFC Common Stock as of December 31, 2015. The amount shown for all directors and executive officers as a
group includes 7,541,627 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 9,540 shares of AFC Common Stock as to which Mr. Redman has shared voting and investment
power, 147,900 shares of AFC Common Stock as to which he has sole voting and no investment power and 92,313 shares of AFC Common
Stock as to which he has shared voting and sole investment power. Mr. Redman has pledged 742,921 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 225,467 shares of AFC Common Stock as to which Mr. Keegan has shared voting and investment
power, 53,550 shares of AFC Common Stock as to which he has sole voting and no investment power and 43,384 shares of AFC Common
Stock as to which he has shared voting and sole investment power.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Included are 100,794 shares of AFC Common Stock as to which Mr. Chrin has shared voting and investment
power and 12,382 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 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 52,370 shares of AFC Common Stock as to which Mr. Corrado has shared voting and investment
power and 12,382 shares of AFC Common Stock as to which he has sole voting and no investment power.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | Included are 1,800 shares of AFC Common Stock as to which Mr. Giambrone has shared voting and investment
power and 5,652 shares of AFC Common Stock as to which he has sole voting and no investment power.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (9) | Included are 12,382 shares of AFC Common Stock as to which Mr. Leeney has sole voting and no investment
power. Mr. Leeney has pledged 6,000 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 12,382 shares of AFC Common Stock as to which Ms. Nazemetz has sole voting and no
investment power.
| | ---- | ----------------------------------------------------------------------------------------------------------------

| | (11) | Included are 70,590 shares of AFC Common Stock as to which Mr. Palleschi has shared voting and
investment power, 12,382 shares of AFC Common Stock as to which he has sole voting and no investment power and 6,000 shares of
AFC Common Stock issuable pursuant to presently exercisable stock options. Mr. Palleschi has pledged 70,590 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 283,622 shares of AFC Common Stock as to which Mr. Eggleston has shared voting and
investment power, 53,850 shares as to which he has sole voting and no investment power and 84,338 shares as to which he has shared
voting and sole investment power. Mr. Eggleston has pledged 283,622 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, 59,710 shares of AFC Common Stock as to which he has sole voting and no investment power and 57,873 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 49,147 shares of AFC Common Stock as to which Mr. Donlon has sole voting and no investment
power. Mr. Donlon has pledged 37,781 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.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (15) | Included are 7,482,120 shares of AFC Common Stock as to which all directors and executive officers,
as a group, have shared voting power, 7,482,120 shares of AFC Common Stock as to which all directors and executive officers as
a group, have shared investment power, and 527,339 shares of AFC Common Stock as to which all directors and executive officers,
as a group, have no investment power.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



46






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)
327-7869 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.



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.



47






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.



The following directors
and executive officers have received the benefit of interest rate or other discounts during 2015 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, 2015 ($) |  |         | Principal Balance Outstanding as of February 29, 2016 ($) |  |  | Amount of Principal Paid on Indebtedness during 2015 ($) |  |  | Amount of Interest Paid on Such Indebtedness during 2015 ($) |        
|------------------- |  | -------------------------------------------- | ----- | --- | ------------------------------------------------------------------------------ |  | ------- | --------------------------------------------------------- |  |  | -------------------------------------------------------- |  |  | ------------------------------------------------------------ | -------
|                    |  |                                              |       |     |                                                                                |  |         |                                                           |  |  |                                                          |  |  |                                                              |        
|Robert J. DeStefano |  |                                              | 2.750 |     |                                                                                |  | 106,050 |                                                           |  |  | 105,096                                                  |  |  |                                                              | 571    
|Brian T. Edwards    |  |                                              | 3.000 | (2) |                                                                                |  | 303,927 |                                                           |  |  | 0                                                        |  |  |                                                              | 303,927
|Alan P. Eggleston   |  |                                              | 3.500 |     |                                                                                |  | 148,845 |                                                           |  |  | 133,275                                                  |  |  |                                                              | 13,307 
|Frank E. Fusco      |  |                                              | 2.625 | (2) |                                                                                |  | 167,315 |                                                           |  |  | 157,008                                                  |  |  |                                                              | 8,837  
|Monte N. Redman     |  |                                              | 3.500 |     |                                                                                |  | 343,986 |                                                           |  |  | 311,074                                                  |  |  |                                                              | 28,128 










| | (1) | The interest rates reflected in this table are the rates in effect as of December 31, 2015.
| | --- | -------------------------------------------------------------------------------------------

| | (2) | The loans to Mr. Edwards and Mr. Fusco are adjustable rate mortgage loans as to which the interest
rates adjusted, according to the loan’s terms, in 2015.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



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, 2015, 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.



48






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 current executive officers of AFC and the Bank.



With regard to Jane
D. Carlin, who served as a director of AFC during 2015, but who is not a current director of AFC, the Board determined that she
was independent.



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.



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, 2014 and 2015:



49






KPMG
LLP Fees Billed for the Fiscal Years Ended December 31, 2014 and 2015



|Service Categories    |  | Fiscal Year Ended December 31, 2014 |           |  | Fiscal Year Ended December 31, 2015 |  
|--------------------- |  | ----------------------------------- | --------- |  | ----------------------------------- | -
|Audit Fees(1)         |  | $                                   | 1,260,000 |  |                                     | $
|Audit-Related Fees(2) |  | $                                   | 130,000   |  |                                     | $
|Tax Fees(3)           |  | $                                   | 33,500    |  |                                     | $
|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.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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 2014 and 2015 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, 2014 and 2015” 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.



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.



50






PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------



|(a) | 1. | Financial Statements
|--- | -- | --------------------







See Index to Consolidated Financial Statements on page A
- 1 of the Original Form 10-K.



| | 2. | Financial Statement Schedules
| | -- | -----------------------------



Financial Statement Schedules have been omitted because
they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto under Item
8, “Financial Statements and Supplementary Data.”



| | (b) | Exhibits
| | --- | --------



See Index of Exhibits on page A - 1 of this Form 10-K/A.



51







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:
|    | 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
    11, 2016
|    | Ralph F. Palleschi                                 |  |                   
|    | Chairman                                           |  |                   
|    |                                                    |  |                   
|/s/ | Monte N. Redman                                    |  | April
    11, 2016
|    | Monte N. Redman                                    |  |                   
|    | President, Chief Executive Officer and Director    |  |                   
|    |                                                    |  |                   
|/s/ | Frank E. Fusco                                     |  | April
    11, 2016
|    | Frank E. Fusco                                     |  |                   
|    | Senior Executive Vice President and                |  |                   
|    | Chief Financial Officer                            |  |                   
|    |                                                    |  |                   
|/s/ | John F. Kennedy                                    |  | April
    11, 2016
|    | John F. Kennedy                                    |  |                   
|    | Senior Vice President and                          |  |                   
|    | Chief Accounting Officer                           |  |                   
|    |                                                    |  |                   
|/s/ | Gerard C. Keegan                                   |  | April
    11, 2016
|    | Gerard C. Keegan                                   |  |                   
|    | Vice Chairman, Senior Executive Vice President and |  |                   
|    | Chief Operating Officer                            |  |                   










|/s/ | John R. Chrin        |  | April
    11, 2016
|--- | -------------------- |  | ------------------
|    | John R. Chrin        |  |                   
|    | Director             |  |                   
|    |                      |  |                   
|/s/ | John J. Corrado      |  | April
    11, 2016
|    | John J. Corrado      |  |                   
|    | Director             |  |                   
|    |                      |  |                   
|/s/ | Robert S. Giambrone  |  | April
    11, 2016
|    | Robert S. Giambrone  |  |                   
|    | Director             |  |                   
|    |                      |  |                   
|/s/ | Brian M. Leeney      |  | April
    11, 2016
|    | Brian M. Leeney      |  |                   
|    | Director             |  |                   
|    |                      |  |                   
|/s/ | Patricia M. Nazemetz |  | April
    11, 2016
|    | Patricia M. Nazemetz |  |                   
|    | Director             |  |                   

















ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX OF EXHIBITS



|Exhibit No. |  | Identification of Exhibit                                                                                                                                                                                                             
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                       
|2.1         |  | Agreement and Plan of Merger by and between Astoria Financial Corporation and New York Community Bancorp, Inc., dated October 28, 2015. (1)                                                                                           
|            |  |                                                                                                                                                                                                                                       
|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. (2)                                                        
|            |  |                                                                                                                                                                                                                                       
|3.2         |  | Bylaws of Astoria Financial Corporation, as amended March 19, 2008. (3)                                                                                                                                                               
|            |  |                                                                                                                                                                                                                                       
|3.3         |  | Certificate of Designations of 6.50% Non-Cumulative Perpetual Preferred Stock, Series C of Astoria Financial Corporation. (4)                                                                                                         
|            |  |                                                                                                                                                                                                                                       
|4.1         |  | Astoria Financial Corporation Specimen Stock Certificate. (5)                                                                                                                                                                         
|            |  |                                                                                                                                                                                                                                       
|4.2         |  | Federal Stock Charter of Astoria Bank. (6)                                                                                                                                                                                            
|            |  |                                                                                                                                                                                                                                       
|4.3         |  | Bylaws of Astoria Federal Savings and Loan Association n/k/a Astoria Bank, as amended effective January 29, 2014. (7)                                                                                                                 
|            |  |                                                                                                                                                                                                                                       
|4.4         |  | Indenture, dated as of June 19, 2012, between Astoria Financial Corporation and Wilmington Trust, National Association, as Trustee. (8)                                                                                               
|            |  |                                                                                                                                                                                                                                       
|4.5         |  | Form of 5.00% Senior Notes due 2017. (8)                                                                                                                                                                                              
|            |  |                                                                                                                                                                                                                                       
|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. (4)
|            |  |                                                                                                                                                                                                                                       
|4.7         |  | Form of depositary receipt representing the depositary shares of 6.50% Non-Cumulative Perpetual Preferred Stock, Series C of Astoria Financial Corporation. (4)                                                                       
|            |  |                                                                                                                                                                                                                                       
|4.8         |  | Form of Certificate representing the 6.50% Non-Cumulative Perpetual Preferred Stock, Series C of Astoria Financial Corporation. (4)                                                                                                   
|            |  |                                                                                                                                                                                                                                       
|4.9         |  | Astoria Financial Corporation Dividend Reinvestment and Stock Purchase Plan. (9)                                                                                                                                                      
|            |  |                                                                                                                                                                                                                                       
|            |  | Exhibits 10.1 through 10.59 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. (10)                                               
|            |  |                                                                                                                                                                                                                                       
|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. (11)                                                                                





A-1







|Exhibit No. |  | Identification of Exhibit                                                                                                                                                                                                                                                                                                                                                                         
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                   
|10.3        |  | Astoria Financial Corporation Death Benefit Plan for Outside Directors. (5)                                                                                                                                                                                                                                                                                                                       
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                   
|10.4        |  | Astoria Financial Corporation Death Benefit Plan for Outside Directors - Amendment No. 1. (11)                                                                                                                                                                                                                                                                                                    
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                   
|10.5        |  | Deferred Compensation Plan for Directors of Astoria Financial Corporation as Amended Effective January 1, 2009. (11)                                                                                                                                                                                                                                                                              
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                   
|10.6        |  | 1999 Stock Option Plan for Outside Directors of Astoria Financial Corporation, as amended December 29, 2005. (12)                                                                                                                                                                                                                                                                                 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                   
|10.7        |  | 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation. (13)                                                                                                                                                                                                                                                                   
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                   
|10.8        |  | Amendment No. 1 to the 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation. (14)                                                                                                                                                                                                                                            
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                   
|10.9        |  | Amendment No. 2 to the 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation. (15)                                                                                                                                                                                                                                            
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                   
|10.10       |  | 2014 Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation. (16)                                                                                                                                                                                                                                                                                  
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                   
|10.11       |  | Astoria Financial Corporation 2007 Non-Employee Director Stock Plan. (17)                                                                                                                                                                                                                                                                                                                         
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                   
|10.12       |  | Amendment No. 1 to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan. (18)                                                                                                                                                                                                                                                                                                  
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                   
|10.13       |  | Amendment No. 2 to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan. (19)                                                                                                                                                                                                                                                                                                  
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                   
|10.14       |  | Form of Performance-Based Restricted Stock Award Notice and General Terms and Conditions by and between Astoria Financial Corporation and Award Recipients utilized in connection with the award to Monte N. Redman dated July 1, 2011 pursuant to the 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, as amended. (20)
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                   
|10.15       |  | 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. (21)                                                                               
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                   
|10.16       |  | 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. (21)                                                                                                                                     
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                   
|10.17       |  | 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. (6)                                                                                       



A-2







|Exhibit No. |  | Identification of Exhibit                                                                                                                                                                    
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                              
|10.18       |  | Astoria Federal Savings and Loan Association n/k/a Astoria Bank Annual Incentive Plan for Select Executives. (22)                                                                            
|            |  |                                                                                                                                                                                              
|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. (23)
|            |  |                                                                                                                                                                                              
|10.20       |  | Astoria Financial Corporation Executive Officer Annual Incentive Plan, as amended March 19, 2014. (16)                                                                                       
|            |  |                                                                                                                                                                                              
|10.21       |  | Astoria Financial Corporation Amended and Restated Employment Agreement with Monte N. Redman, entered into as of October 16, 2014. (24)                                                      
|            |  |                                                                                                                                                                                              
|10.22       |  | Astoria Bank Amended and Restated Employment Agreement with Monte N. Redman, entered into as of October 16, 2014. (24)                                                                       
|            |  |                                                                                                                                                                                              
|10.23       |  | Astoria Financial Corporation Amended and Restated Employment Agreement with Gerard C. Keegan, entered into as of October 16, 2014. (24)                                                     
|            |  |                                                                                                                                                                                              
|10.24       |  | Astoria Bank Amended and Restated Employment Agreement with Gerard C. Keegan, entered into as of October 16, 2014. (24)                                                                      
|            |  |                                                                                                                                                                                              
|10.25       |  | Astoria Financial Corporation Amended and Restated Employment Agreement with Alan P. Eggleston, entered into as of October 16, 2014. (24)                                                    
|            |  |                                                                                                                                                                                              
|10.26       |  | Astoria Bank Amended and Restated Employment Agreement with Alan P. Eggleston, entered into as of October 16, 2014. (24)                                                                     
|            |  |                                                                                                                                                                                              
|10.27       |  | Astoria Financial Corporation Amended and Restated Employment Agreement with Frank E. Fusco, entered into as of October 16, 2014. (24)                                                       
|            |  |                                                                                                                                                                                              
|10.28       |  | Astoria Bank Amended and Restated Employment Agreement with Frank E. Fusco, entered into as of October 16, 2014. (24)                                                                        
|            |  |                                                                                                                                                                                              
|10.29       |  | Letter Agreement, entered into as of September 14, 2014, by and between Astoria Bank and Hugh J. Donlon. (25)                                                                                
|            |  |                                                                                                                                                                                              
|10.30       |  | Astoria Financial Corporation Employment Agreement with Hugh J. Donlon, entered into as of October 14, 2014. (24)                                                                            
|            |  |                                                                                                                                                                                              
|10.31       |  | Astoria Bank Employment Agreement with Hugh J. Donlon, entered into as of October 14, 2014. (24)                                                                                             
|            |  |                                                                                                                                                                                              
|10.32       |  | Employment Agreement by and between Astoria Financial Corporation and Josie Callari, entered into as of January 1, 2012. (26)                                                                



A-3







|Exhibit No. |  | Identification of Exhibit                                                                                                                                                                                                                            
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                                      
|10.33       |  | 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)                                                                                      
|            |  |                                                                                                                                                                                                                                                      
|10.34       |  | Employment Agreement by and between Astoria Financial Corporation and Robert J. DeStefano, entered into as of January 1, 2012. (27)                                                                                                                  
|            |  |                                                                                                                                                                                                                                                      
|10.35       |  | 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)                                                                                
|            |  |                                                                                                                                                                                                                                                      
|10.36       |  | Employment Agreement by and between Astoria Financial Corporation and Brian T. Edwards, entered into as of January 1, 2012. (26)                                                                                                                     
|            |  |                                                                                                                                                                                                                                                      
|10.37       |  | 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)                                                                                   
|            |  |                                                                                                                                                                                                                                                      
|10.38       |  | Employment Agreement by and between Astoria Financial Corporation and Stephen J. Sipola, entered into as of January 1, 2013. (28)                                                                                                                    
|            |  |                                                                                                                                                                                                                                                      
|10.39       |  | Employment Agreement by and between Astoria Federal Savings and Loan Association n/k/a Astoria Bank and Stephen J. Sipola, entered into as of January 1, 2013. (28)                                                                                  
|            |  |                                                                                                                                                                                                                                                      
|10.40       |  | Confirmation and acknowledgement of Bonus Schedule by Astoria Financial Corporation and Stephen J. Sipola as of March 5, 2013. (28) (29)                                                                                                             
|            |  |                                                                                                                                                                                                                                                      
|10.41       |  | Confirmation and acknowledgement of Bonus Schedule by Astoria Federal Savings and Loan Association n/k/a Astoria Bank and Stephen J. Sipola as of March 5, 2013. (28) (29)                                                                           
|            |  |                                                                                                                                                                                                                                                      
|10.42       |  | 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. (11)          
|            |  |                                                                                                                                                                                                                                                      
|10.43       |  | 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. (30)
|            |  |                                                                                                                                                                                                                                                      
|10.44       |  | 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. (31)                                       
|            |  |                                                                                                                                                                                                                                                      
|10.45       |  | Change of Control Severance Agreement, entered into as of January 1, 2012, by and among Astoria Astoria Federal Savings and Loan Association n/k/a Astoria Bank, Astoria Financial Corporation and Teresa A. Rotondo. (10)                           
|            |  |                                                                                                                                                                                                                                                      
|10.46       |  | 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. (10)                                   
|            |  |                                                                                                                                                                                                                                                      
|10.47       |  | 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. (10)                                        



A-4







|Exhibit No. |  | Identification of Exhibit                                                                                                                                                                                             
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                       
|10.48       |  | Change of Control Severance Agreement, entered into as of December 10, 2012, by and among Astoria Federal Savings and Loan Association n/k/a Astoria Bank, Astoria Financial Corporation and Daniel F. Dougherty. (32)
|            |  |                                                                                                                                                                                                                       
|10.49       |  | 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. (32)          
|            |  |                                                                                                                                                                                                                       
|10.50       |  | 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. (32)         
|            |  |                                                                                                                                                                                                                       
|10.51       |  | 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. (32)         
|            |  |                                                                                                                                                                                                                       
|10.52       |  | 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. (32)         
|            |  |                                                                                                                                                                                                                       
|10.53       |  | 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. (7)    
|            |  |                                                                                                                                                                                                                       
|10.54       |  | 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. (33)       
|            |  |                                                                                                                                                                                                                       
|10.55       |  | Change of Control Severance Agreement, entered into as of January 1, 2015, by and among Astoria Bank, Astoria Financial Corporation and David J. DeBaun. (6)                                                          
|            |  |                                                                                                                                                                                                                       
|10.56       |  | Change of Control Severance Agreement, entered into as of January 1, 2015, by and among Astoria Bank, Astoria Financial Corporation and Michele M. Weber. (6)                                                         
|            |  |                                                                                                                                                                                                                       
|10.57       |  | Astoria Federal Savings and Loan Association n/k/a Astoria Bank Excess Benefit Plan, as amended effective April 30, 2012. (10)                                                                                        
|            |  |                                                                                                                                                                                                                       
|10.58       |  | Astoria Federal Savings and Loan Association n/k/a Astoria Bank Supplemental Benefit Plan, as amended effective April 30, 2012. (10)                                                                                  
|            |  |                                                                                                                                                                                                                       
|10.59       |  | Astoria Federal Savings and Loan Association’s n/k/a Astoria Bank Amended and Restated Retirement Medical and Dental Benefit Policy for Senior Officers (Vice Presidents & Above). (11)                               
|            |  |                                                                                                                                                                                                                       
|12.1        |  | Statement regarding computation of ratios. (34)                                                                                                                                                                       
|            |  |                                                                                                                                                                                                                       
|21.1        |  | Subsidiaries of Astoria Financial Corporation. (34)                                                                                                                                                                   



A-5







|Exhibit No. |  | Identification of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                          
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|23.1        |  | Consent of Independent Registered Public Accounting Firm. (34)                                                                                                                                                                                                                                                                                                                                                                     
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|23.2        |  | Consent of Independent Registered Public Accounting Firm. (*)                                                                                                                                                                                                                                                                                                                                                                      
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|31.1        |  | Certifications of Chief Executive Officer. (34)                                                                                                                                                                                                                                                                                                                                                                                    
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|31.2        |  | Certifications of Chief Financial Officer. (34)                                                                                                                                                                                                                                                                                                                                                                                    
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|31.3        |  | Certifications of Chief Executive Officer. (*)                                                                                                                                                                                                                                                                                                                                                                                     
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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. (34)
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|101.INS     |  | XBRL Instance Document (34)                                                                                                                                                                                                                                                                                                                                                                                                        
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|101.SCH     |  | XBRL Taxonomy Extension Schema Document (34)                                                                                                                                                                                                                                                                                                                                                                                       
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|101.CAL     |  | XBRL Taxonomy Extension Calculation Linkbase Document (34)                                                                                                                                                                                                                                                                                                                                                                         
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|101.LAB     |  | XBRL Taxonomy Extension Labels Linkbase Document (34)                                                                                                                                                                                                                                                                                                                                                                              
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|101.PRE     |  | XBRL Taxonomy Extension Presentation Linkbase Document (34)                                                                                                                                                                                                                                                                                                                                                                        
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|101.DEF     |  | XBRL Taxonomy Extension Definition Linkbase Document (34)                                                                                                                                                                                                                                                                                                                                                                          










|(*) | 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 Astoria Financial Corporation’s Current Report on Form 8-K, dated October 28, 2015, filed with the Securities and Exchange Commission on October 29, 2015 (File Number 001-11967) (Film Number 151183783).                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(2) | 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).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



A-6







|(3)  | 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).                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                     
|(4)  | 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).                              
|     |                                                                                                                                                                                                                                     
|(5)  | 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).                               
|     |                                                                                                                                                                                                                                     
|(6)  | 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).
|     |                                                                                                                                                                                                                                     
|(7)  | 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).
|     |                                                                                                                                                                                                                                     
|(8)  | 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).                               
|     |                                                                                                                                                                                                                                     
|(9)  | Incorporated by reference to Form 424B5 Prospectus Supplement, filed with the Securities and Exchange Commission on May 29, 2015 (File Number 333-204555).                                                                          
|     |                                                                                                                                                                                                                                     
|(10) | 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).         
|     |                                                                                                                                                                                                                                     
|(11) | 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).
|     |                                                                                                                                                                                                                                     
|(12) | 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).   
|     |                                                                                                                                                                                                                                     
|(13) | 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).                                   
|     |                                                                                                                                                                                                                                     
|(14) | 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).          
|     |                                                                                                                                                                                                                                     



A-7







|(15) | 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).                                  
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                     
|(16) | 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).                                  
|     |                                                                                                                                                                                                                                     
|(17) | 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).                                  
|     |                                                                                                                                                                                                                                     
|(18) | 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).                                  
|     |                                                                                                                                                                                                                                     
|(19) | 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).                                                                
|     |                                                                                                                                                                                                                                     
|(20) | Incorporated by reference to Astoria Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the Securities and Exchange Commission on August 5, 2011 (File Number 001-11967).        
|     |                                                                                                                                                                                                                                     
|(21) | 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).          
|     |                                                                                                                                                                                                                                     
|(22) | 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).   
|     |                                                                                                                                                                                                                                     
|(23) | 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).
|     |                                                                                                                                                                                                                                     
|(24) | 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). 
|     |                                                                                                                                                                                                                                     
|(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). 
|     |                                                                                                                                                                                                                                     



A-8







|(28) | Incorporated by reference to Astoria Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the Securities and Exchange Commission on May 8, 2013 (File Number 001-11967).          
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                     
|(29) | Portions of these exhibits have been omitted pursuant to a request for confidential treatment.                                                                                                                                      
|     |                                                                                                                                                                                                                                     
|(30) | 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).                                      
|     |                                                                                                                                                                                                                                     
|(31) | 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).
|     |                                                                                                                                                                                                                                     
|(32) | 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).
|     |                                                                                                                                                                                                                                     
|(33) | 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).          
|     |                                                                                                                                                                                                                                     
|(34) | Incorporated by reference to Astoria Financial Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission on February 29, 2016 (File Number 001-11967).



A-9