EXHIBIT 4.3


 


[FORM OF CERTIFICATE 


OF 


6.50% NON-CUMULATIVE PERPETUAL PREFERRED
STOCK, SERIES C]


 


[FACE OF CERTIFICATE]


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE CORPORATION OR THE REGISTRAR NAMED ON THE
FACE OF THIS CERTIFICATE, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE CERTIFICATE OF DESIGNATIONS. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR NAMED ON THE FACE
OF THIS CERTIFICATE SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
COMPLIES WITH THE FOREGOING RESTRICTIONS.]1


 


 





	NUMBER [●]	[●] SHARES




  


CUSIP NO. 046265 302


 


SEE REVERSE FOR CERTAIN INSTRUCTIONS


 


 


ASTORIA FINANCIAL CORPORATION


 


6.50% Non-Cumulative Perpetual Preferred
Stock, Series C


(par value $1.00 per share)


(liquidation preference $1,000 per share)


 


 


This certifies that [●] (the “Holder”)
is the registered owner of [●] fully paid and non-assessable shares of 6.50% Non-Cumulative Perpetual Preferred Stock, Series
C, par value $1.00 per share and $1,000 liquidation preference per share (the “Series C Preferred Stock”), of Astoria
Financial Corporation (the “Corporation”), a Delaware corporation. The shares of Series C Preferred Stock represented
by this certificate are transferable only on the stock transfer books of the Corporation by the holder hereof in person or by its
duly authorized attorney or other representative, upon the surrender of this certificate properly endorsed. This certificate is
not valid unless countersigned and registered by the Corporation’s transfer agent and registrar for the Series C Preferred
Stock.


 





 



1
To be included if the certificate is in global form, otherwise to be removed.


 






    	 



    	 



    

 


 


IN WITNESS WHEREOF, the Corporation has
caused this certificate to be executed on its behalf by its duly authorized officers.


 


Dated: [●]





 


	
        By: ___________________________________

        Name:

        Title:
	
        By: ___________________________________

        Name:

        Title:






 


COUNTERSIGNED AND REGISTERED:


 


COMPUTERSHARE SHAREOWNER SERVICES, LLC,


as Transfer Agent and Registrar





 


By: ___________________________________


Name:


Title:


 


Dated:                                                         


 






    	 



    	 



    

 


[REVERSE OF CERTIFICATE]


 


ASTORIA FINANCIAL CORPORATION


 


The shares of Series
C Preferred Stock represented by this certificate are issued subject to all the provisions of the certificate of incorporation
(including the Certificate of Designations for the Series C Preferred Stock) and bylaws of Astoria Financial Corporation (the “Corporation”)
as from time to time amended (copies of which are on file at the principal executive office of the Corporation), to all of which
the holder by acceptance hereof assents.


 


The Corporation will
furnish to any shareholder upon request and without charge a full statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each authorized class of stock or series thereof and the qualifications, limitations
or restrictions of such preferences and/or rights, to the extent that the same have been fixed, and of the authority of the board
of directors to designate the same with respect to other series. Such request may be made to the Corporation or to its transfer
agent and registrar.


 


The securities represented
by this instrument are not savings accounts, deposits or other obligations of a bank and are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency.


 


KEEP THIS CERTIFICATE
IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE
OF A REPLACEMENT CERTIFICATE


 


 


The following abbreviations,
when used in the inscription of the face of this certificate, shall be construed as though they were written out in full according
to the applicable laws or regulations:


 





	TEN COM 	-	as tenants in common	 
	TEN ENT	-	as tenants by the entireties	 
	 JT TEN	-	as joint tenants with right of survivorship and	 
	 	 	not as tenants in common	 










 





	UNIF GIFT MIN ACT - 	 	Custodian	 	 
	 	(Custodian)	 	(Minor) 	 










 


	 	under Uniform Gifts to Minors Act _________
	 	 	 	(State)	 	 



  


Additional abbreviations may also be used
though not in the above list.


 




    	 



    	 



    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers to


 


Please insert Social Security or


other identifying number of assignee


	 


 


Please print or typewrite name and


address, including zip code, of assignee


 


________________________________________________


 


________________________________________________


 


________________________________________________


 


 


shares of the Preferred
Stock represented by this certificate, and irrevocably constitutes and appoints 


 


as Attorney to transfer such shares on
the books of the Corporation with full power of substitution.


 


 


Dated:                                                                            


 


Signature:                                                                                                                         


Signature must correspond
with the name as written on the face of this


certificate in every
particular, without any change whatsoever.


 


Signature Guarantee:                                                                                                       


 


(Signature must be guaranteed by a participant
in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Corporation’s Transfer Agent.