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TMCNet:  ASTORIA FINANCIAL CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits

[January 30, 2014]

ASTORIA FINANCIAL CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits

(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02(d). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At meetings of the Boards of Directors of Astoria Financial Corporation (the "Company") and its wholly owned subsidiary, Astoria Federal Savings and Loan Association (the "Association") held January 29, 2014, the directors of both organizations each appointed Ms. Jane D. Carlin to serve on their respective Board of Directors. In each case, Ms. Carlin was appointed, effective January 29, 2014, to the class of directors who will serve until the respective annual meeting of shareholders of the Company and the Association held in 2014, and, in any case, until their successors are duly elected and qualified.


In addition, at its meeting held on January 29, 2014, the Board of Directors of the Company adopted a resolution, increasing the size of the Board of Directors of the Company effective January 29, 2014, from nine to ten directors, thereby creating a vacant seat to which Ms. Carlin has been appointed.

At its meeting, also held on January 29, 2014, the Board of Directors of the Association adopted an amendment to the Bylaws of the Association, effective January 29, 2014, increasing the size of the Board of Directors of the Association from nine to ten directors, thereby creating a vacant seat to which Ms. Carlin has been appointed. This Bylaw amendment, although effective as noted herein, is subject to notice to and non-objection by the Office of Comptroller of the Currency.

Ms. Carlin was not appointed to serve on any committees of the Board of Directors of the Company at this time, but is expected to join the Audit Committee, the Enterprise Risk Committee and the Nominating and Corporate Governance Committee of the Company effective March 1, 2014.

As a new director, it is anticipated that at its meeting scheduled for February 3, 2014, the Compensation Committee of the Company will consider awarding to Ms.

Carlin 2,000 shares of restricted Company common stock (par value $0.01 per share) as a discretionary grant pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, which was previously approved by the Company's shareholders. The shares, if awarded, will include both dividend and voting rights, will vest on January 29, 2017, or earlier upon Ms. Carlin's death, disability or Mandatory Retirement or Involuntary Termination, both as defined in the Plan, or in the case of a Change of Control, as also defined in the Plan.

Ms. Carlin has no direct or indirect interest in any transactions which would require disclosure by the Company pursuant to Securities and Exchange Commission Regulation S-K Item 404(a), except that PHH Corp. (NYSE: PHH), with whom Ms.

Carlin serves as a director, sold servicing retained to the Association previous to 2013 a number of residential mortgage loans. As of this date, the principal balance of such loans outstanding aggregate $2.4 million.

A press release announcing Ms. Carlin's election to the Board of Directors of the Company and the Association and describing her background is attached as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following Exhibit is filed as part of this report: Exhibit 99.1 Press release dated January 29, 2014.

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