10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended March 31, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from                                       to

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	(I.R.S. Employer Identification
incorporation or organization)	Number)
One Astoria Federal Plaza, Lake Success, New York	11042-1085
(Address of principal executive offices)	(Zip Code)

(516) 327-3000

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all the reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x  NO ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as these items are 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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Classes of Common Stock	Number of Shares Outstanding, April 27, 2012
$.01 Par Value	98,448,461

PART I -- FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements (Unaudited):
	Consolidated Statements of Financial Condition at March 31, 2012 and December 31, 2011	2
	Consolidated Statements of Income for the Three Months Ended March 31, 2012 and 2011	3
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2012 and 2011	4
	Consolidated Statement of Changes in Stockholders' Equity for the Three Months Ended March 31, 2012	5
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	62
Item 4.	Controls and Procedures	65
PART II -- OTHER INFORMATION
Item 1.	Legal Proceedings	65
Item 1A.	Risk Factors	67
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67
Item 3.	Defaults Upon Senior Securities	68
Item 4.	Mine Safety Disclosures	68
Item 5.	Other Information	68
Item 6.	Exhibits	68
Signatures		68

1

ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Financial Condition

	(Unaudited)
(In Thousands, Except Share Data)	At March 31, 2012			At December 31, 2011
Assets:
Cash and due from banks	$	121,653		$	132,704
Available-for-sale securities:
Encumbered		173,938			268,725
Unencumbered		134,694			75,462
Total available-for-sale securities		308,632			344,187
Held-to-maturity securities, fair value of $2,255,457 and $2,176,925, respectively:
Encumbered		1,583,807			1,601,003
Unencumbered		622,063			529,801
Total held-to-maturity securities		2,205,870			2,130,804
Federal Home Loan Bank of New York stock, at cost		146,598			131,667
Loans held-for-sale, net		22,918			32,394
Loans receivable		13,380,647			13,274,604
Allowance for loan losses		(149,899	)		(157,185	)
Loans receivable, net		13,230,748			13,117,419
Mortgage servicing rights, net		8,057			8,136
Accrued interest receivable		45,723			46,528
Premises and equipment, net		118,388			119,946
Goodwill		185,151			185,151
Bank owned life insurance		411,138			409,637
Real estate owned, net		39,931			48,059
Other assets		266,871			315,423
Total assets	$	17,111,678		$	17,022,055
Liabilities:
Deposits:
Savings	$	2,811,218		$	2,750,715
Money market		1,166,443			1,114,404
NOW and demand deposit		1,925,073			1,861,488
Certificates of deposit		5,209,914			5,519,007
Total deposits		11,112,648			11,245,614
Reverse repurchase agreements		1,600,000			1,700,000
Federal Home Loan Bank of New York advances		2,355,000			2,043,000
Other borrowings, net		378,666			378,573
Mortgage escrow funds		142,154			110,841
Accrued expenses and other liabilities		252,869			292,829
Total liabilities		15,841,337			15,770,857
Stockholders' Equity:
Preferred stock, $1.00 par value (5,000,000 shares authorized;
none issued and outstanding)		-			-
Common stock, $.01 par value (200,000,000 shares authorized;
166,494,888 shares issued; and 98,442,461 and 98,537,715
shares outstanding, respectively)		1,665			1,665
Additional paid-in capital		876,479			875,395
Retained earnings		1,860,023			1,861,592
Treasury stock (68,052,427 and 67,957,173 shares, at cost, respectively)		(1,406,279	)		(1,404,311	)
Accumulated other comprehensive loss		(55,079	)		(75,661	)
Unallocated common stock held by ESOP (1,765,686 and 2,042,367
shares, respectively)		(6,468	)		(7,482	)
Total stockholders' equity		1,270,341			1,251,198
Total liabilities and stockholders' equity	$	17,111,678		$	17,022,055

See accompanying Notes to Consolidated Financial Statements.

2

ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited)

	For the Three Months Ended
	March 31,
(In Thousands, Except Share Data)		2012		2011
Interest income:
One-to-four family mortgage loans		$	99,292	$	114,676
Multi-family and commercial real estate mortgage loans			36,470		44,492
Consumer and other loans			2,341		2,507
Mortgage-backed and other securities			18,021		22,423
Repurchase agreements and interest-earning cash accounts			53		93
Federal Home Loan Bank of New York stock			1,602		2,317
Total interest income			157,779		186,508
Interest expense:
Deposits			29,427		37,032
Borrowings			40,156		47,947
Total interest expense			69,583		84,979
Net interest income			88,196		101,529
Provision for loan losses			10,000		7,000
Net interest income after provision for loan losses			78,196		94,529
Non-interest income:
Customer service fees			10,482		11,722
Other loan fees			887		932
Gain on sales of securities			2,477		-
Mortgage banking income, net			1,355		2,433
Income from bank owned life insurance			2,423		2,235
Other			1,943		721
Total non-interest income			19,567		18,043
Non-interest expense:
General and administrative:
Compensation and benefits			42,160		36,533
Occupancy, equipment and systems			16,724		16,566
Federal deposit insurance premiums			11,203		5,514
Advertising			1,834		1,684
Other			10,280		9,322
Total non-interest expense			82,201		69,619
Income before income tax expense			15,562		42,953
Income tax expense			5,566		15,569
Net income		$	9,996	$	27,384
Basic earnings per common share		$	0.11	$	0.29
Diluted earnings per common share		$	0.11	$	0.29
Basic weighted average common shares			95,018,867		92,734,401
Diluted weighted average common and
common equivalent shares			95,018,867		92,734,401

See accompanying Notes to Consolidated Financial Statements.

3

ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)

	For the Three Months Ended
	March 31,
(In Thousands)			2012			2011
Net income		$	9,996		$	27,384
Other comprehensive (loss) income, net of tax:
Net unrealized (loss) gain on securities available-for-sale:
Net unrealized holding (losses) gains on securities arising during the period			(814	)		1,163
Reclassification adjustment for gains included in net income			(1,604	)		-
Net unrealized (loss) gain on securities available-for-sale			(2,418	)		1,163
Net actuarial loss adjustment on pension plans and other postretirement benefits:
Net actuarial loss adjustment arising during the period			24,286			-
Reclassification adjustment for net actuarial loss included in net income			2,201			1,362
Net actuarial loss adjustment on pension plans and other postretirement benefits			26,487			1,362
Prior service cost adjustment on pension plans and other postretirement benefits:
Prior service cost adjustment arising during the period			(3,537	)		-
Reclassification adjustment for prior service cost included in net income			2			15
Prior service cost adjustment on pension plans and other postretirement benefits			(3,535	)		15
Reclassification adjustment for loss on cash flow hedge included in net income			48			48
Total other comprehensive income, net of tax			20,582			2,588
Comprehensive income		$	30,578		$	29,972

See accompanying Notes to Consolidated Financial Statements.

4

ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statement of Changes in Stockholders' Equity (Unaudited)

For the Three Months Ended March 31, 2012

(In Thousands, Except Share Data)	Total			Common Stock		Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Unallocated Common Stock Held by ESOP
Balance at December 31, 2011	$	1,251,198		$	1,665	$	875,395		$	1,861,592		$	(1,404,311	)	$	(75,661	)	$	(7,482	)
Net income		9,996			-		-			9,996			-			-			-
Other comprehensive income, net of tax		20,582			-		-			-			-			20,582			-
Dividends on common stock ($0.13 per share)		(12,545	)		-		-			(12,545	)		-			-			-
Restricted stock grants (6,000 shares)		-			-		(49	)		(75	)		124			-			-
Forfeitures of restricted stock (101,254 shares)		-			-		1,406			686			(2,092	)		-			-
Stock-based compensation		519			-		150			369			-			-			-
Net tax benefit shortfall from stock-based
compensation		(1,912	)		-		(1,912	)		-			-			-			-
Allocation of ESOP stock		2,503			-		1,489			-			-			-			1,014
Balance at March 31, 2012	$	1,270,341		$	1,665	$	876,479		$	1,860,023		$	(1,406,279	)	$	(55,079	)	$	(6,468	)

See accompanying Notes to Consolidated Financial Statements. 

5

ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

	For the Three Months Ended
	March 31,
(In Thousands)		2012			2011
Cash flows from operating activities:
Net income		$	9,996		$	27,384
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization on loans			6,746			7,313
Net amortization on securities and borrowings			3,406			1,498
Net provision for loan and real estate losses			11,391			7,795
Depreciation and amortization			2,969			2,906
Net gain on sales of loans and securities			(4,688	)		(1,343	)
Net loss (gain) on dispositions of equipment			52			(20	)
Other asset impairment charges			54			523
Originations of loans held-for-sale			(77,283	)		(58,088	)
Proceeds from sales and principal repayments of loans held-for-sale			72,471			86,727
Stock-based compensation and allocation of ESOP stock			3,022			5,019
Decrease in accrued interest receivable			805			643
Mortgage servicing rights amortization and valuation allowance adjustments, net			911			37
Bank owned life insurance income and insurance proceeds received, net			(1,501	)		6,259
Decrease in other assets			38,366			35,501
Decrease in accrued expenses and other liabilities			(4,542	)		(19,177	)
Net cash provided by operating activities			62,175			102,977
Cash flows from investing activities:
Originations of loans receivable			(925,868	)		(515,994	)
Loan purchases through third parties			(321,174	)		(214,448	)
Principal payments on loans receivable			1,103,257			1,115,822
Proceeds from sales of delinquent and non-performing loans			15,587			6,501
Purchases of securities held-to-maturity			(308,420	)		(356,744	)
Purchases of securities available-for-sale			(66,350	)		-
Principal payments on securities held-to-maturity			230,086			241,572
Principal payments on securities available-for-sale			46,118			73,496
Proceeds from sales of securities available-for-sale			54,318			-
Net (purchases) redemptions of Federal Home Loan Bank of New York stock			(14,931	)		12,561
Proceeds from sales of real estate owned, net			19,724			21,480
Purchases of premises and equipment			(1,463	)		(2,570	)
Net cash (used in) provided by investing activities			(169,116	)		381,676
Cash flows from financing activities:
Net decrease in deposits			(132,966	)		(123,661	)
Net increase in borrowings with original terms of three months or less			331,000			124,000
Proceeds from borrowings with original terms greater than three months			100,000			-
Repayments of borrowings with original terms greater than three months			(219,000	)		(416,000	)
Net increase in mortgage escrow funds			31,313			32,149
Cash dividends paid to stockholders			(12,545	)		(12,350	)
Net tax benefit shortfall from stock-based compensation			(1,912	)		(23	)
Net cash provided by (used in) financing activities			95,890			(395,885	)
Net (decrease) increase in cash and cash equivalents			(11,051	)		88,768
Cash and cash equivalents at beginning of period			132,704			119,016
Cash and cash equivalents at end of period		$	121,653		$	207,784
Supplemental disclosures:
Interest paid		$	64,389		$	79,854
Income taxes paid		$	1,022		$	18,606
Additions to real estate owned		$	12,987		$	19,912
Loans transferred to held-for-sale		$	-		$	6,082

See accompanying Notes to Consolidated Financial Statements. 

6

ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

The accompanying consolidated financial statements include the accounts of Astoria Financial Corporation and its wholly-owned subsidiaries: Astoria Federal Savings and Loan Association and its subsidiaries, referred to as Astoria Federal, and AF Insurance Agency, Inc. As used in this quarterly report, “we,” “us” and “our” refer to Astoria Financial Corporation and its consolidated subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

In addition to Astoria Federal and AF Insurance Agency, Inc., we have another subsidiary, Astoria Capital Trust I, which is not consolidated with Astoria Financial Corporation for financial reporting purposes. Astoria Capital Trust I was formed for the purpose of issuing $125.0 million aggregate liquidation amount of 9.75% Capital Securities due November 1, 2029, or Capital Securities, and $3.9 million of common securities, which are owned by Astoria Financial Corporation, and used the proceeds to acquire Junior Subordinated Debentures issued by Astoria Financial Corporation. The Junior Subordinated Debentures total $128.9 million, have an interest rate of 9.75%, mature on November 1, 2029 and are the sole assets of Astoria Capital Trust I. The Junior Subordinated Debentures are prepayable, in whole or in part, at our option at declining premiums to November 1, 2019, after which the Junior Subordinated Debentures are prepayable at par value. The Capital Securities have the same prepayment provisions as the Junior Subordinated Debentures. Astoria Financial Corporation has fully and unconditionally guaranteed the Capital Securities along with all obligations of Astoria Capital Trust I under the trust agreement relating to the Capital Securities. See Note 9 of Notes to Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of our 2011 Annual Report on Form 10-K for restrictions on our subsidiaries’ ability to pay dividends to us.

In our opinion, the accompanying consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of our financial condition as of March 31, 2012 and December 31, 2011, our results of operations and other comprehensive income for the three months ended March 31, 2012 and 2011, changes in our stockholders’ equity for the three months ended March 31, 2012 and our cash flows for the three months ended March 31, 2012 and 2011. In preparing the consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities for the consolidated statements of financial condition as of March 31, 2012 and December 31, 2011, and amounts of revenues, expenses and other comprehensive income/loss in the consolidated statements of income and comprehensive income for the three months ended March 31, 2012 and 2011. The results of operations and other comprehensive income/loss for the three months ended March 31, 2012 are not necessarily indicative of the results of operations and other comprehensive income/loss to be expected for the remainder of the year. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles, or GAAP, have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC. Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

7

These consolidated financial statements should be read in conjunction with our December 31, 2011 audited consolidated financial statements and related notes included in our 2011 Annual Report on Form 10-K. 

2. Securities

The following tables set forth the amortized cost and estimated fair value of securities available-for-sale and held-to-maturity at the dates indicated.

	At March 31, 2012
				Gross		Gross			Estimated
		Amortized		Unrealized		Unrealized			Fair
(In Thousands)		Cost		Gains		Losses			Value
Available-for-sale:
Residential mortgage-backed securities:
GSE (1) issuance REMICs and CMOs (2)	$	232,060	$	7,643	$	-		$	239,703
Non-GSE issuance REMICs and CMOs		15,195		2		(188	)		15,009
GSE pass-through certificates		23,345		1,071		(2	)		24,414
Total residential mortgage-backed securities		270,600		8,716		(190	)		279,126
Obligations of GSEs		24,950		-		(64	)		24,886
Freddie Mac and Fannie Mae stock		15		4,620		(15	)		4,620
Total securities available-for-sale	$	295,565	$	13,336	$	(269	)	$	308,632
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	2,162,717	$	49,542	$	(100	)	$	2,212,159
Non-GSE issuance REMICs and CMOs		9,875		92		(3	)		9,964
GSE pass-through certificates		390		18		-			408
Total residential mortgage-backed securities		2,172,982		49,652		(103	)		2,222,531
Obligations of GSEs		29,999		-		(44	)		29,955
Obligations of states and political subdivisions		2,889		82		-			2,971
Total securities held-to-maturity	$	2,205,870	$	49,734	$	(147	)	$	2,255,457

(1)   Government-sponsored enterprise

(2)   Real estate mortgage investment conduits and collateralized mortgage obligations

	At December 31, 2011
				Gross		Gross			Estimated
		Amortized		Unrealized		Unrealized			Fair
(In Thousands)		Cost		Gains		Losses			Value
Available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	286,862	$	11,759	$	(1	)	$	298,620
Non-GSE issuance REMICs and CMOs		16,092		-		(297	)		15,795
GSE pass-through certificates		24,168		1,026		(2	)		25,192
Total residential mortgage-backed securities		327,122		12,785		(300	)		339,607
Freddie Mac and Fannie Mae stock		15		4,580		(15	)		4,580
Total securities available-for-sale	$	327,137	$	17,365	$	(315	)	$	344,187
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	2,054,380	$	45,929	$	(146	)	$	2,100,163
Non-GSE issuance REMICs and CMOs		15,105		92		(1	)		15,196
GSE pass-through certificates		475		24		-			499
Total residential mortgage-backed securities		2,069,960		46,045		(147	)		2,115,858
Obligations of GSEs		57,868		140		-			58,008
Obligations of states and political subdivisions		2,976		83		-			3,059
Total securities held-to-maturity	$	2,130,804	$	46,268	$	(147	)	$	2,176,925

8

The following tables set forth the estimated fair values of securities with gross unrealized losses at the dates indicated, segregated between securities that have been in a continuous unrealized loss position for less than twelve months and those that have been in a continuous unrealized loss position for twelve months or longer at the dates indicated.

	At March 31, 2012
	Less Than Twelve Months					Twelve Months or Longer					Total
				Gross					Gross					Gross
		Estimated		Unrealized			Estimated		Unrealized			Estimated		Unrealized
(In Thousands)		Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Available-for-sale:
Non-GSE issuance REMICs and CMOs	$	43	$	(1	)	$	14,568	$	(187	)	$	14,611	$	(188	)
GSE pass-through certificates		92		(1	)		23		(1	)		115		(2	)
Obligations of GSEs		24,886		(64	)		-		-			24,886		(64	)
Freddie Mac and Fannie Mae stock		-		-			-		(15	)		-		(15	)
Total temporarily impaired securities available-for-sale	$	25,021	$	(66	)	$	14,591	$	(203	)	$	39,612	$	(269	)
Held-to-maturity:
GSE issuance REMICs and CMOs	$	72,340	$	(100	)	$	-	$	-		$	72,340	$	(100	)
Non-GSE issuance REMICs and CMOs		1,777		(3	)		-		-			1,777		(3	)
Obligations of GSEs		29,955		(44	)		-		-			29,955		(44	)
Total temporarily impaired securities held-to-maturity	$	104,072	$	(147	)	$	-	$	-		$	104,072	$	(147	)

	At December 31, 2011
	Less Than Twelve Months					Twelve Months or Longer					Total
				Gross					Gross					Gross
		Estimated		Unrealized			Estimated		Unrealized			Estimated		Unrealized
(In Thousands)		Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Available-for-sale:
GSE issuance REMICs and CMOs	$	360	$	(1	)	$	-	$	-		$	360	$	(1	)
Non-GSE issuance REMICs and CMOs		495		(21	)		15,261		(276	)		15,756		(297	)
GSE pass-through certificates		623		(2	)		-		-			623		(2	)
Freddie Mac and Fannie Mae stock		-		-			-		(15	)		-		(15	)
Total temporarily impaired securities available-for-sale	$	1,478	$	(24	)	$	15,261	$	(291	)	$	16,739	$	(315	)
Held-to-maturity:
GSE issuance REMICs and CMOs	$	53,347	$	(146	)	$	-	$	-		$	53,347	$	(146	)
Non-GSE issuance REMICs and CMOs		1,247		(1	)		-		-			1,247		(1	)
Total temporarily impaired securities held-to-maturity	$	54,594	$	(147	)	$	-	$	-		$	54,594	$	(147	)

We held 33 securities which had an unrealized loss at March 31, 2012 and 36 at December 31, 2011. At March 31, 2012 and December 31, 2011, substantially all of the securities in an unrealized loss position had a fixed interest rate and the cause of the temporary impairment is directly related to the change in interest rates. In general, as interest rates rise, the fair value of fixed rate securities will decrease; as interest rates fall, the fair value of fixed rate securities will increase. We generally view changes in fair value caused by changes in interest rates as temporary, which is consistent with our experience. None of the unrealized losses are related to credit losses. Therefore, at March 31, 2012 and December 31, 2011, the impairments are deemed temporary based on (1) the direct relationship of the decline in fair value to movements in interest rates, (2) the estimated remaining life and high credit quality of the investments and (3) the fact that we do not intend to sell these securities and it is not more likely than not that we will be required to sell these securities before their anticipated recovery of the remaining amortized cost basis and we expect to recover the entire amortized cost basis of the security.

9

During the three months ended March 31, 2012, proceeds from sales of securities from the available-for-sale portfolio totaled $54.3 million, resulting in gross realized gains totaling $2.5 million. There were no sales of securities from the available-for-sale portfolio during the three months ended March 31, 2011.

At March 31, 2012, we held available-for-sale debt securities, excluding mortgage-backed securities, with a contractual maturity in 2021 which had an amortized cost of $25.0 million and fair value of $24.9 million. Held-to-maturity debt securities, excluding mortgage-backed securities, had an amortized cost and fair value of $32.9 million at March 31, 2012. These securities have contractual maturities between 2017 and 2021. Actual maturities will differ from contractual maturities because issuers may have the right to prepay or call obligations with or without prepayment penalties.

The balance of accrued interest receivable for securities totaled $7.4 million at March 31, 2012 and $7.5 million at December 31, 2011.

At March 31, 2012, we held securities with an amortized cost of $54.9 million which are callable within one year and at various times thereafter.

3.     Loans Held-for-Sale

Loans held-for-sale, net, includes fifteen and thirty year fixed rate one-to-four family mortgage loans originated for sale that conform to GSE guidelines (conforming loans), as well as certain delinquent and non-performing loans. Upon our decision to sell certain delinquent and non-performing loans held in portfolio, we reclassify them to held-for-sale at the lower of cost or fair value, less estimated selling costs. Non-performing loans held-for-sale, included in loans held-for-sale, net, totaled $4.9 million, net of a valuation allowance of $54,000, at March 31, 2012 and $19.7 million, net of a valuation allowance of $63,000, at December 31, 2011. Non-performing loans held-for-sale were comprised primarily of multi-family and commercial real estate mortgage loans at March 31, 2012 and December 31, 2011.

We sold certain delinquent and non-performing mortgage loans totaling $14.6 million, net of charge-offs of $8.1 million, during the three months ended March 31, 2012, primarily multi-family loans, and $6.6 million, net of charge-offs of $2.3 million, during the three months ended March 31, 2011, primarily multi-family and one-to-four family loans. Net gain on sales of non-performing loans totaled $950,000 for the three months ended March 31, 2012 and net loss on sales of non-performing loans totaled $100,000 for the three months ended March 31, 2011.

We recorded net lower of cost or market write-downs on non-performing loans held-for-sale totaling $54,000 for the three months ended March 31, 2012 and $523,000 for the three months ended March 31, 2011. Net lower of cost or market write-downs on non-performing loans held-for-sale and gains and losses recognized on sales of such loans are included in other non-interest income in the consolidated statements of income.

10

4.     Loans Receivable and Allowance for Loan Losses

The following tables set forth the composition of our loans receivable portfolio in dollar amounts and percentages of the portfolio and an aging analysis by segment and class at the dates indicated.

	At March 31, 2012
	30-59 Days		60-89 Days		90 Days or More Past Due				Total							Percent
(Dollars in Thousands)	Past Due		Past Due		Accruing		Non-Accrual		Past Due		Current		Total			of Total
Mortgage loans (gross):
One-to-four family:
Full documentation:
Interest-only	$	30,202	$	10,907	$	-	$	101,662	$	142,771	$	2,334,818	$	2,477,589			18.62	%
Amortizing		20,156		6,046		-		46,471		72,673		6,470,084		6,542,757			49.18
Reduced documentation:
Interest-only		28,798		8,681		-		126,656		164,135		942,496		1,106,631			8.32
Amortizing		16,065		2,225		-		37,413		55,703		362,681		418,384			3.14
Total one-to-four family		95,221		27,859		-		312,202		435,282		10,110,079		10,545,361			79.26
Multi-family		19,628		5,502		-		35,497		60,627		1,800,138		1,860,765			13.99
Commercial real estate		2,942		6,415		-		1,432		10,789		611,615		622,404			4.68
Total mortgage loans		117,791		39,776		-		349,131		506,698		12,521,832		13,028,530			97.93
Consumer and other loans (gross):
Home equity lines of credit		3,843		1,725		-		6,356		11,924		240,987		252,911			1.90
Other		152		45		-		81		278		22,842		23,120			0.17
Total consumer and other loans		3,995		1,770		-		6,437		12,202		263,829		276,031			2.07
Total loans	$	121,786	$	41,546	$	-	$	355,568	$	518,900	$	12,785,661	$	13,304,561			100.00	%
Net unamortized premiums and deferred loan origination costs														76,086
Loans receivable														13,380,647
Allowance for loan losses														(149,899	)
Loans receivable, net													$	13,230,748

	At December 31, 2011
	30-59 Days		60-89 Days		90 Days or More Past Due				Total							Percent
(Dollars in Thousands)	Past Due		Past Due		Accruing		Non-Accrual		Past Due		Current		Total			of Total
Mortgage loans (gross):
One-to-four family:
Full documentation:
Interest-only	$	40,582	$	9,047	$	-	$	107,503	$	157,132	$	2,538,808	$	2,695,940			20.43	%
Amortizing		33,376		7,056		14		43,923		84,369		6,223,678		6,308,047			47.79
Reduced documentation:
Interest-only		38,570		9,695		-		131,301		179,566		965,774		1,145,340			8.68
Amortizing		16,034		5,455		-		35,126		56,615		355,597		412,212			3.12
Total one-to-four family		128,562		31,253		14		317,853		477,682		10,083,857		10,561,539			80.02
Multi-family		29,109		14,915		148		7,874		52,046		1,641,825		1,693,871			12.84
Commercial real estate		4,882		1,060		-		900		6,842		652,864		659,706			5.00
Total mortgage loans		162,553		47,228		162		326,627		536,570		12,378,546		12,915,116			97.86
Consumer and other loans (gross):
Home equity lines of credit		3,975		1,391		-		5,995		11,361		247,675		259,036			1.96
Other		212		196		-		73		481		22,927		23,408			0.18
Total consumer and other loans		4,187		1,587		-		6,068		11,842		270,602		282,444			2.14
Total loans	$	166,740	$	48,815	$	162	$	332,695	$	548,412	$	12,649,148	$	13,197,560			100.00	%
Net unamortized premiums and deferred loan origination costs														77,044
Loans receivable														13,274,604
Allowance for loan losses														(157,185	)
Loans receivable, net													$	13,117,419

11

The following table sets forth the changes in our allowance for loan losses by loan receivable segment for the three months ended March 31, 2012.

	Mortgage Loans									Consumer
	One-to-Four			Multi-			Commercial			and Other
(In Thousands)	Family			Family			Real Estate			Loans			Total
Balance at January 1, 2012	$	105,991		$	35,422		$	11,972		$	3,800		$	157,185
Provision charged to operations		988			9,860			(1,232	)		384			10,000
Charge-offs		(17,704	)		(432	)		(339	)		(600	)		(19,075	)
Recoveries		1,623			77			1			88			1,789
Balance at March 31, 2012	$	90,898		$	44,927		$	10,402		$	3,672		$	149,899

We segment our one-to-four family mortgage loan portfolio by interest-only and amortizing loans, full documentation and reduced documentation loans and year of origination and analyze our historical loss experience and delinquency levels and trends of these segments. We analyze multi-family and commercial real estate loans by portfolio and geographic location. We segment our consumer and other loan portfolio by home equity lines of credit, business loans, revolving credit lines and installment loans and perform similar historical loss analyses. In our analysis of non-performing loans, we consider our aggregate historical loss experience with respect to the ultimate disposition of the underlying collateral based on the portfolio segments noted above. These analyses and the resulting loss rates are used as an integral part of our judgment in developing estimated loss percentages to apply to the portfolio segments. We update our analyses quarterly and we are continually refining our evaluations as experience provides clearer guidance, our product offerings change and as economic conditions evolve.

We analyze our historical loss experience over twelve month, fifteen month, eighteen month and twenty-four month periods, however our quantitative allowance coverage percentages are based on our twelve month loss history. We believe the twelve month loss analysis is most reflective of current conditions and the potential impact on our future loss exposure. However, the longer periods provide further insight into trends or anomalies and can be a factor in making adjustments to the twelve month analysis. Also, for a particular loan type we may not have sufficient loss history to develop a reasonable estimate of loss. In that circumstance we would consider our loss experience for other, similar loan types. Additionally, multi-family and commercial real estate loss experience may be adjusted based on the composition of the losses (loan sales, short sales and partial charge-offs). We update our historical loss analyses quarterly and evaluate the need to modify our quantitative allowance as a result of our updated charge-off and loss analyses. The historical loss component of the allowance for loan losses is determined by applying the results of this quantitative analysis to each of our loans.

12

We then consider qualitative factors with the purpose of assessing the adequacy of the overall allowance for loan losses as well as the allocation of the allowance for loan losses by portfolio. The qualitative factors we consider can generally be categorized as: economic (unemployment levels, home values, general economic outlook); portfolio composition (loan types, product types, geography); and analytical (coverage ratios, peer analysis, uncertainties in assumptions).

Allowance adequacy calculations are adjusted quarterly, based on the results of the above quantitative and qualitative analyses, to reflect our current estimates of the amount of probable losses inherent in our loan portfolio in determining our allowance for loan losses. During the three months ended March 31, 2012, we refined our historical loss analyses on all of the portfolios, including further segmenting one-to-four family non-performing loans and segmenting multi-family and commercial real estate portfolios by property type and geographic location, and re-assessed the application of the qualitative factors noted above to each of the respective loan portfolios. Allocations of the allowance to each loan category are adjusted quarterly to reflect indicative inherent probable losses using the same quantitative and qualitative analyses used in connection with the overall allowance adequacy calculations. The portion of the allowance allocated to each loan category does not represent the total available to absorb losses which may occur within the loan category, since the total allowance for loan losses is available for losses applicable to the entire loan portfolio.

All of our one-to-four family mortgage loans are individually evaluated for impairment at 180 days delinquent and annually thereafter. Additionally, beginning in the 2012 first quarter, all of our one-to-four family loans to borrowers who have filed for bankruptcy are also individually evaluated for impairment initially when we are notified of the bankruptcy filing, using updated collateral values. Updated estimates of collateral values on one-to-four family loans are obtained primarily through automated valuation models. In accordance with regulatory guidelines, we record a charge-off for the portion of the recorded investment in the loan in excess of the estimated fair value of the underlying collateral less estimated selling costs. These partial charge-offs on one-to-four family loans impact our credit quality metrics and trends. The impact of updating the estimates of collateral value and recognizing any required charge-offs is to increase charge-offs and reduce the allowance for loan losses required on these loans. This accounting lowers our allowance for loan losses as a percentage of total loans and, more significantly, lowers our allowance for loan losses as a percentage of non-performing loans. We and our peers are required by regulatory guidelines to record such charge-offs. If any of our peers did not record such charge-offs, then we would expect our credit quality metrics to be lower than that of our peers, assuming all other factors are the same.

13

The following tables set forth the balances of our loans receivable by segment and impairment evaluation and the allowance for loan losses associated with such loans at the dates indicated.

	At March 31, 2012
	Mortgage Loans
(In Thousands)	One-to-Four Family		Multi- Family		Commercial Real Estate		Consumer and Other Loans		Total
Loans:
Individually evaluated for impairment	$	345,707	$	1,084,720	$	299,237	$	4,563	$	1,734,227
Collectively evaluated for impairment		10,199,654		776,045		323,167		271,468		11,570,334
Total loans	$	10,545,361	$	1,860,765	$	622,404	$	276,031	$	13,304,561
Allowance for loan losses:
Individually evaluated for impairment	$	11,014	$	38,249	$	7,988	$	68	$	57,319
Collectively evaluated for impairment		79,884		6,678		2,414		3,604		92,580
Total allowance for loan losses	$	90,898	$	44,927	$	10,402	$	3,672	$	149,899

	At December 31, 2011
	Mortgage Loans
(In Thousands)	One-to-Four Family		Multi- Family		Commercial Real Estate		Consumer and Other Loans		Total
Loans:
Individually evaluated for impairment	$	337,116	$	889,137	$	318,318	$	4,535	$	1,549,106
Collectively evaluated for impairment		10,224,423		804,734		341,388		277,909		11,648,454
Total loans	$	10,561,539	$	1,693,871	$	659,706	$	282,444	$	13,197,560
Allowance for loan losses:
Individually evaluated for impairment	$	10,967	$	22,517	$	7,996	$	68	$	41,548
Collectively evaluated for impairment		95,024		12,905		3,976		3,732		115,637
Total allowance for loan losses	$	105,991	$	35,422	$	11,972	$	3,800	$	157,185

The following table summarizes information related to our impaired loans by segment and class at the dates indicated. Impaired one-to-four family mortgage loans consist primarily of loans where a portion of the outstanding principal has been charged off.

	At March 31, 2012										At December 31, 2011
(In Thousands)		Unpaid Principal Balance		Recorded Investment		Related Allowance			Net Investment		Unpaid Principal Balance		Recorded Investment		Related Allowance			Net Investment
With an allowance recorded:
One-to-four family:
Full documentation:
Interest-only		$	10,343	$	10,343	$	(222	)	$	10,121	$	10,588	$	10,588	$	(1,240	)	$	9,348
Amortizing			3,981		3,981		(79	)		3,902		3,885		3,885		(439	)		3,446
Reduced documentation:
Interest-only			11,215		11,215		(280	)		10,935		11,713		11,713		(1,409	)		10,304
Amortizing			2,013		2,013		(121	)		1,892		1,779		1,779		(217	)		1,562
Multi-family			64,593		63,884		(14,561	)		49,323		39,399		36,273		(8,650	)		27,623
Commercial real estate			12,012		12,012		(1,983	)		10,029		19,946		17,095		(3,193	)		13,902
Without an allowance recorded:
One-to-four family:
Full documentation:
Interest-only			117,824		83,315		-			83,315		107,332		75,791		-			75,791
Amortizing			25,447		19,513		-			19,513		22,184		17,074		-			17,074
Reduced documentation:
Interest-only			164,173		115,826		-			115,826		156,083		109,582		-			109,582
Amortizing			22,177		16,527		-			16,527		20,021		15,259		-			15,259
Multi-family			13,153		9,144		-			9,144		2,496		2,496		-			2,496
Commercial real estate			9,180		6,001		-			6,001		-		-		-			-
Total impaired loans		$	456,111	$	353,774	$	(17,246	)	$	336,528	$	395,426	$	301,535	$	(15,148	)	$	286,387

14

The following table sets forth the average recorded investment, interest income recognized and cash basis interest income related to our impaired loans by segment and class for the periods indicated.

	For the Three Months Ended March 31, 2012						For the Three Months Ended March 31, 2011
(In Thousands)	Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Income		Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Income
With an allowance recorded:
One-to-four family:
Full documentation:
Interest-only	$	10,466	$	91	$	93	$	10,861	$	114	$	102
Amortizing		3,933		40		40		7,630		109		93
Reduced documentation:
Interest-only		11,464		117		121		10,631		144		145
Amortizing		1,896		23		22		1,169		13		13
Multi-family		50,079		554		802		59,819		699		668
Commercial real estate		14,554		159		169		19,058		315		308
Without an allowance recorded:
One-to-four family:
Full documentation:
Interest-only		79,553		345		341		64,371		252		252
Amortizing		18,294		52		56		11,871		14		14
Reduced documentation:
Interest-only		112,704		522		536		107,626		449		430
Amortizing		15,893		124		123		12,982		56		54
Multi-family		5,820		174		174		639		-		-
Commercial real estate		3,001		139		131		-		-		-
Total impaired loans	$	327,657	$	2,340	$	2,608	$	306,657	$	2,165	$	2,079

The following tables set forth the balances of our one-to-four family mortgage and consumer and other loan receivable segments by class and credit quality indicator at the dates indicated.

	At March 31, 2012
	One-to-Four Family Mortgage Loans								Consumer and Other Loans
	Full Documentation				Reduced Documentation				Home Equity
(In Thousands)	Interest-only		Amortizing		Interest-only		Amortizing		Lines of Credit		Other
Performing	$	2,375,927	$	6,496,286	$	979,975	$	380,971	$	246,555	$	23,039
Non-performing		101,662		46,471		126,656		37,413		6,356		81
Total	$	2,477,589	$	6,542,757	$	1,106,631	$	418,384	$	252,911	$	23,120

	At December 31, 2011
	One-to-Four Family Mortgage Loans								Consumer and Other Loans
	Full Documentation				Reduced Documentation				Home Equity
(In Thousands)	Interest-only		Amortizing		Interest-only		Amortizing		Lines of Credit		Other
Performing	$	2,588,437	$	6,264,110	$	1,014,039	$	377,086	$	253,041	$	23,335
Non-performing		107,503		43,937		131,301		35,126		5,995		73
Total	$	2,695,940	$	6,308,047	$	1,145,340	$	412,212	$	259,036	$	23,408

15

The following table sets forth the balances of our one-to-four family interest-only mortgage loans at March 31, 2012 by the period in which such loans are scheduled to enter their amortization period.

(In Thousands)	Recorded Investment
Amortization scheduled to begin:
Within one year		$	12,835
More than one year to three years			841,349
More than three years to five years			1,648,153
Over five years			1,081,883
Total		$	3,584,220

The following table sets forth the balances of our multi-family and commercial real estate mortgage loan receivable segments by credit quality indicator at the dates indicated.

	At March 31, 2012				At December 31, 2011
(In Thousands)	Multi-Family		Commercial Real Estate		Multi-Family		Commercial Real Estate
Not classified	$	1,700,674	$	555,390	$	1,557,315	$	596,799
Classified		160,091		67,014		136,556		62,907
Total	$	1,860,765	$	622,404	$	1,693,871	$	659,706

The following table sets forth information about our loans receivable by segment and class at March 31, 2012 which were modified in a troubled debt restructuring during the three months ended March 31, 2012.

(Dollars In Thousands)	Number of Loans		Pre- Modification Recorded Investment		Recorded  Investment
Mortgage loans:
One-to-four family:
Reduced documentation:
Interest-only		3	$	914	$	914
Amortizing		4		1,549		1,473
Multi-family		6		26,037		25,233
Commercial real estate		1		999		941
Total		14	$	29,499	$	28,561

At March 31, 2011, we held twenty-one loans with a recorded investment of $8.8 million which were modified in a troubled debt restructuring during the three months ended March 31, 2011 with a pre-modification recorded investment of $8.9 million.

The following table sets forth information about our loans receivable by segment and class at March 31, 2012 which were modified in a troubled debt restructuring during the twelve months ended March 31, 2012 and had a payment default subsequent to the modification during the three months ended March 31, 2012.

(Dollars In Thousands)	Number of Loans		Recorded Investment
Mortgage loans:
One-to-four family:
Full documentation:
Interest-only		2	$	524
Amortizing		1		81
Reduced documentation:
Interest-only		7		3,493
Amortizing		6		1,780
Multi-family		1		1,785
Total		17	$	7,663

16

For additional information regarding our loans receivable and allowance for loan losses, see “Asset Quality” and “Critical Accounting Policies” in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or “MD&A.”

5.     Earnings Per Share

The following table is a reconciliation of basic and diluted earnings per share.

	For the Three Months Ended March 31,
(In Thousands, Except Share Data)		2012		2011
Net income		$	9,996	$	27,384
Income allocated to participating securities (restricted stock)			-		(661	)
Income attributable to common shareholders		$	9,996	$	26,723
Average number of common shares outstanding – basic			95,018,867		92,734,401
Dilutive effect of stock options (1)			-		-
Average number of common shares outstanding – diluted			95,018,867		92,734,401
Income per common share attributable to common shareholders:
Basic		$	0.11	$	0.29
Diluted		$	0.11	$	0.29

(1) Excludes options to purchase 5,822,224 shares of common stock which were outstanding during the three months ended March 31, 2012 and options to purchase 6,915,789 shares of common stock which were outstanding during the three months ended March 31, 2011 because their inclusion would be anti-dilutive.

6.     Pension Plans and Other Postretirement Benefits

On March 6, 2012, our Board of Directors and the Board of Directors of Astoria Federal approved amendments to the Astoria Federal Savings and Loan Association Employees’ Pension Plan, or the Pension Plan, the Astoria Federal Savings and Loan Association Excess Benefit Plan and the Astoria Federal Savings and Loan Association Supplemental Benefit Plan, or the Excess and Supplemental Plans, and the Astoria Federal Savings and Loan Association Directors’ Retirement Plan, effective April 30, 2012 to change the manner in which benefits are computed for service through April 30, 2012 and to suspend accrual of additional benefits for all of the aforementioned plans effective April 30, 2012.

As a result, we remeasured our benefit obligations and the funded status of our defined benefit pension plans at March 31, 2012, updating the pension measurement assumptions. The remeasurement resulted in a $40.6 million increase in the funded status at March 31, 2012 compared to December 31, 2011. The increase is the result of a $20.4 million decrease in the projected pension benefit obligation at March 31, 2012 compared to December 31, 2011 resulting from the plan amendments and an increase of $20.2 million in the fair value of plan assets at March 31, 2012 compared to December 31, 2011 resulting from the return on plan assets and employer contributions during the 2012 first quarter.

The remeasurement also resulted in a $32.0 million reduction in the pre-tax component of accumulated other comprehensive loss at March 31, 2012 compared to December 31, 2011 related to pension plans. We expect that $5.6 million in net actuarial loss and $151,000 in prior service cost will be recognized as components of net periodic cost for 2012.

We expect the plan amendments will reduce estimated net periodic cost for our defined benefit pension plans to approximately $9.4 million for 2012 compared to $14.8 million for 2011. In addition, we expect to record approximately $2.0 million in settlement charges in the latter half

17

of 2012 in the Excess and Supplemental Plans related to the settlement of employment agreements associated with previously announced executive retirements.

The following table sets forth information regarding the components of net periodic cost for our defined benefit pension plans and other postretirement benefit plan for the periods indicated.

							Other Postretirement
	Pension Benefits						Benefits
	For the Three Months Ended March 31,						For the Three Months Ended March 31,
(In Thousands)	2012			2011			2012			2011
Service cost	$	1,514		$	1,145		$	195		$	139
Interest cost		3,002			3,057			363			335
Expected return on plan assets		(2,618	)		(2,675	)		-			-
Recognized net actuarial loss		3,238			2,075			162			29
Amortization of prior service cost (credit)		11			48			(7	)		(25	)
Curtailment and settlement		7			28			-			-
Net periodic cost	$	5,154		$	3,678		$	713		$	478

7.     Stock Incentive Plans

The following table summarizes restricted stock activity in our stock incentive plans for the three months ended March 31, 2012.

	Number of Shares			Weighted Average Grant Date Fair Value
Nonvested at January 1, 2012		1,936,225			$	16.53
Granted		6,000				8.24
Vested		(305,970	)			(27.54	)
Forfeited		(101,254	)			(13.89	)
Nonvested at March 31, 2012		1,535,001				14.48

As a result of the resignation and retirement of several executive officers, coupled with our cost control initiatives during the 2012 first quarter, 101,254 shares of restricted stock were forfeited during the three months ended March 31, 2012 and an additional 167,522 shares will be forfeited on or before May 1, 2012. This level of forfeitures significantly exceeds our original estimate of restricted stock forfeitures based on our prior experience. As a result, we reversed stock-based compensation expense totaling $569,000, net of taxes of $310,000, representing stock-based compensation expense previously recognized on unvested shares of restricted stock which will not vest as a result of forfeitures. Stock-based compensation expense is recognized on a straight-line basis over the vesting period and totaled $336,000, net of taxes of $184,000, for the three months ended March 31, 2012, and $1.4 million, net of taxes of $771,000, for the three months ended March 31, 2011. At March 31, 2012, pre-tax compensation cost related to all nonvested awards of restricted stock not yet recognized totaled $13.5 million and will be recognized over a weighted average period of approximately 2.8 years, which includes $860,000 of pre-tax compensation cost related to 65,000 shares granted in 2011 under a performance-based award for which compensation cost will begin to be recognized when the achievement of the performance conditions becomes probable.

18

8.     Fair Value Measurements

We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Our securities available-for-sale are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record at fair value other assets or liabilities on a non-recurring basis, such as mortgage servicing rights, or MSR, loans receivable, certain assets held-for-sale and real estate owned, or REO. These non-recurring fair value adjustments involve the application of lower of cost or market accounting or impairment write-downs of individual assets. Additionally, in connection with our mortgage banking activities we have commitments to fund loans held-for-sale and commitments to sell loans, which are considered free-standing derivative instruments, the fair values of which are not material to our financial condition or results of operations.

We group our assets and liabilities at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:

•   Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.

•   Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.

•   Level 3 – Valuation is generated from model-based techniques that use significant assumptions not observable in the market.  These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability.  Valuation techniques include the use of option pricing models, discounted cash flow models and similar techniques.  The results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability.

We base our fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, with additional considerations when the volume and level of activity for an asset or liability have significantly decreased and on identifying circumstances that indicate a transaction is not orderly. GAAP requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The following is a description of valuation methodologies used for assets measured at fair value on a recurring basis.

Securities available-for-sale

Our available-for-sale securities portfolio is carried at estimated fair value on a recurring basis, with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income/loss in stockholders' equity.

19

Residential mortgage-backed securities

Our securities available-for-sale portfolio consists primarily of residential mortgage-backed securities. The fair values for these securities are obtained from an independent nationally recognized pricing service. Our pricing service uses various modeling techniques to determine pricing for our mortgage-backed securities, including option pricing and discounted cash flow models. The inputs to these models include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, reference data, monthly payment information and collateral performance. At March 31, 2012, 95% of our available-for-sale residential mortgage-backed securities portfolio was comprised of GSE securities for which an active market exists for similar securities, making observable inputs readily available.

We analyze changes in the pricing service fair values from month to month taking into consideration changes in market conditions including changes in mortgage spreads, changes in treasury yields and changes in generic pricing on fifteen year and thirty year securities. Each month we conduct a review of the estimated values of our fixed rate REMICs and CMOs available-for-sale which represent primarily all of these securities priced by our pricing service. We generate prices based upon a “spread matrix” approach for estimating values. Market spreads are obtained from independent third party firms who trade these types of securities. Any notable differences between the pricing service prices and “spread matrix” prices on individual securities are analyzed further, including a review of prices provided by other independent parties, a yield analysis and review of average life changes using Bloomberg analytics and a review of historical pricing on the particular security. Based upon our review of the prices provided by our pricing service, the fair values of securities incorporate observable market inputs commonly used by buyers and sellers of these types of securities at the measurement date in orderly transactions between market participants, and, as such, are classified as Level 2.

Obligations of GSEs

Obligations of GSEs in our available-for-sale securities portfolio consists of a debt security issued by the Federal Home Loan Banks. The fair value of this security is obtained from an independent nationally recognized pricing service. Our pricing service gathers information from market sources and integrates relative credit information, observed market movement and sector news into their pricing applications and models. Spread scales, representing credit risk, are created and are based on the new issue market, secondary trading and dealer quotes. Option adjusted spread models are incorporated to adjust spreads of issues that have early redemption features. Based upon our review of the prices provided by our pricing service, the fair value of this security incorporates observable market inputs commonly used by buyers and sellers of this type of security at the measurement date in orderly transactions between market participants, and, as such, is classified as Level 2.

Freddie Mac and Fannie Mae stock

The fair values of the Freddie Mac and Fannie Mae stock in our available-for-sale securities portfolio are obtained from quoted market prices for identical instruments in active markets and, as such, are classified as Level 1.

20

The following tables set forth the carrying value of our assets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurement falls at the dates indicated.

	Carrying Value at March 31, 2012
(In Thousands)	Total		Level 1		Level 2		Level 3
Securities available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	239,703	$	-	$	239,703	$	-
Non-GSE issuance REMICs and CMOs		15,009		-		15,009		-
GSE pass-through certificates		24,414		-		24,414		-
Obligations of GSEs		24,886		-		24,886		-
Freddie Mac and Fannie Mae stock		4,620		4,620		-		-
Total securities available-for-sale	$	308,632	$	4,620	$	304,012	$	-

	Carrying Value at December 31, 2011
(In Thousands)	Total		Level 1		Level 2		Level 3
Securities available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	298,620	$	-	$	298,620	$	-
Non-GSE issuance REMICs and CMOs		15,795		-		15,795		-
GSE pass-through certificates		25,192		-		25,192		-
Freddie Mac and Fannie Mae stock		4,580		4,580		-		-
Total securities available-for-sale	$	344,187	$	4,580	$	339,607	$	-

The following is a description of valuation methodologies used for assets measured at fair value on a non-recurring basis.

Non-performing loans held-for-sale, net

Non-performing loans held-for-sale were comprised primarily of multi-family and commercial real estate mortgage loans at March 31, 2012 and December 31, 2011. Fair values of non-performing loans held-for-sale are estimated through either bids received on the loans or a discounted cash flow analysis of the underlying collateral and adjusted as necessary, by management, to reflect current market conditions and, as such, are classified as Level 3.

Loans receivable, net (impaired loans)

Loans which meet certain criteria are evaluated individually for impairment. A loan is considered impaired when, based upon current information and events, it is probable that we will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the loan agreement. Impaired loans, including impaired loans for which a fair value adjustment was recognized, consisted primarily of one-to-four family mortgage loans at March 31, 2012 and December 31, 2011. Our impaired loans are generally collateral dependent and, as such, are carried at the estimated fair value of the collateral less estimated selling costs.

We obtain updated estimates of collateral value on impaired one-to-four family loans at 180 days past due and annually thereafter. Updated estimates of collateral value on one-to-four family loans are obtained primarily through automated valuation models. Additionally, our loan servicer performs property inspections to monitor and manage the collateral on our one-to-four family loans when they become 45 days past due and monthly thereafter until the foreclosure process is complete. We obtain updated estimates of collateral value using third party appraisals on non-performing impaired multi-family and commercial real estate loans with balances of $1.0 million or greater when the loans initially become non-performing. Annually thereafter, we

21

perform inspections of these properties to monitor the collateral. Appraisals on multi-family and commercial real estate loans are reviewed by our internal certified appraisers. Adjustments to final appraised values obtained from independent third party appraisers and automated valuation models are not made. The fair values of impaired loans cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the loan and, as such, are classified as Level 3.

MSR, net

The right to service loans for others is generally obtained through the sale of one-to-four family mortgage loans with servicing retained. MSR are carried at the lower of cost or estimated fair value. The estimated fair value of MSR is obtained through independent third party valuations through an analysis of future cash flows, incorporating estimates of assumptions market participants would use in determining fair value including market discount rates, prepayment speeds, servicing income, servicing costs, default rates and other market driven data, including the market’s perception of future interest rate movements and, as such, are classified as Level 3. At March 31, 2012, our MSR were valued based on expected future cash flows considering a weighted average discount rate of 10.95%, a weighted average constant prepayment rate on mortgages of 20.32% and a weighted average life of 3.8 years. At December 31, 2011, our MSR were valued based on expected future cash flows considering a weighted average discount rate of 10.94%, a weighted average constant prepayment rate on mortgages of 20.30% and a weighted average life of 3.7 years. Management reviews the assumptions used to estimate the fair value of MSR to ensure they reflect current and anticipated market conditions.

REO, net

REO represents real estate acquired as a result of foreclosure or by deed in lieu of foreclosure, all of which were one-to-four family properties at March 31, 2012 and December 31, 2011, and is carried, net of allowances for losses, at the lower of cost or fair value less estimated selling costs. The fair value of REO is estimated through current appraisals, in conjunction with a drive-by inspection and comparison of the REO property with similar properties in the area by either a licensed appraiser or real estate broker. As these properties are actively marketed, estimated fair values are periodically adjusted by management to reflect current market conditions and, as such, are classified as Level 3.

The following table sets forth the carrying value of those of our assets which were measured at fair value on a non-recurring basis at the dates indicated. The fair value measurement for all of these assets falls within Level 3 of the fair value hierarchy.

	Carrying Value
(In Thousands)		At March 31, 2012		At December 31, 2011
Non-performing loans held-for-sale, net		$	4,923	$	19,744
Impaired loans			252,346		232,849
MSR, net			8,057		8,136
REO, net			29,630		36,956
Total		$	294,956	$	297,685

22

The following table provides information regarding the losses recognized on our assets measured at fair value on a non-recurring basis for the periods indicated.

	For the Three Months Ended March 31,
(In Thousands)	2012		2011
Non-performing loans held-for-sale, net (1)	$	54	$	2,587
Impaired loans (2)		15,875		14,582
MSR, net (3)		-		-
REO, net (4)		2,534		3,505
Total	$	18,463	$	20,674

(1)	Losses are charged against the allowance for loan losses in the case of a write-down upon the reclassification of a loan to held-for-sale.  Losses subsequent to the reclassification of a loan to held-for-sale are charged to other non-interest income.
(2)	Losses are charged against the allowance for loan losses.
(3)	Losses are charged to mortgage banking income, net.
(4)	Losses are charged against the allowance for loan losses in the case of a write-down upon the transfer of a loan to REO. Losses subsequent to the transfer of a loan to REO are charged to REO expense which is a component of other non-interest expense.

9. Fair Value of Financial Instruments

Quoted market prices available in formal trading marketplaces are typically the best evidence of fair value of financial instruments. In many cases, financial instruments we hold are not bought or sold in formal trading marketplaces. Accordingly, fair values are derived or estimated based on a variety of valuation techniques in the absence of quoted market prices. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates do not reflect any possible tax ramifications, estimated transaction costs, or any premium or discount that could result from offering for sale at one time our entire holdings of a particular financial instrument. Because no market exists for a certain portion of our financial instruments, fair value estimates are based on judgments regarding future loss experience, current economic conditions, risk characteristics and other such factors. These estimates are subjective in nature, involve uncertainties and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. For these reasons and others, the estimated fair value disclosures presented herein do not represent our entire underlying value. As such, readers are cautioned in using this information for purposes of evaluating our financial condition and/or value either alone or in comparison with any other company.

We consider the fair value measurements for our loans receivable, net, loans held-for-sale, net, and MSR, net, to be Level 3 fair value measurements and the fair value measurements for all of our other financial instruments to be Level 2 fair value measurements.

23

The following table summarizes the carrying amounts and estimated fair values of our financial instruments which are carried on the consolidated statements of financial condition at either cost or at lower of cost or fair value, in accordance with GAAP, and not measured or recorded at fair value on a recurring basis.

	At March 31, 2012				At December 31, 2011
(In Thousands)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial Assets:
Securities held-to-maturity	$	2,205,870	$	2,255,457	$	2,130,804	$	2,176,925
FHLB-NY stock		146,598		146,598		131,667		131,667
Loans held-for-sale, net (1)		22,918		23,175		32,394		32,611
Loans receivable, net (1)		13,230,748		13,473,580		13,117,419		13,368,354
MSR, net (1)		8,057		8,061		8,136		8,137
Financial Liabilities:
Deposits		11,112,648		11,245,730		11,245,614		11,416,033
Borrowings, net		4,333,666		4,813,334		4,121,573		4,624,636

(1)  Includes totals for assets measured at fair value on a non-recurring basis as disclosed in Note 8.

Methods and assumptions used to estimate fair values are as follows:

Securities held-to-maturity

The fair values for substantially all of our securities held-to-maturity are obtained from an independent nationally recognized pricing service using similar methods and assumptions as used for our securities available-for-sale which are described further in Note 8.

Federal Home Loan Bank of New York, or FHLB-NY, stock

The carrying amount of FHLB-NY stock equals cost. The fair value of FHLB-NY stock is based on redemption at par value.

Loans held-for-sale, net

The fair values of fifteen and thirty year conforming fixed rate one-to-four family mortgage loans originated for sale are estimated using an option-based pricing methodology designed to take into account interest rate volatility, which has a significant effect on the value of the options embedded in loans such as prepayments. This methodology involves generating simulated interest rates, calculating the option adjusted spread, or OAS, of a mortgage-backed security whose price is known, which serves as a benchmark price, and using the benchmark OAS to estimate the pricing on an instrument level for similar mortgage instruments whose prices are not known. The fair values of non-performing loans held-for-sale are estimated through either bids received on such loans or a discounted cash flow analysis adjusted to reflect current market conditions.

Loans receivable, net

Fair values of loans are estimated using an option-based pricing methodology designed to take into account interest rate volatility, which has a significant effect on the value of the options embedded in loans such as prepayments and interest rate caps and floors. This pricing methodology involves generating simulated interest rates, calculating the OAS of a mortgage-backed security whose price is known, which serves as a benchmark price, and using the benchmark OAS to estimate the pricing on an instrument level for similar mortgage instruments whose prices are not known.

24

This technique of estimating fair value is extremely sensitive to the assumptions and estimates used. While we have attempted to use assumptions and estimates which are the most reflective of the loan portfolio and the current market, a greater degree of subjectivity is inherent in determining these fair values than for fair values obtained from formal trading marketplaces. In addition, our valuation method for loans, which is consistent with accounting guidance, does not fully incorporate an exit price approach to fair value.

MSR, net

The fair value of MSR is obtained through independent third party valuations through an analysis of future cash flows, incorporating estimates of assumptions market participants would use in determining fair value including market discount rates, prepayment speeds, servicing income, servicing costs, default rates and other market driven data, including the market’s perception of future interest rate movements.

Deposits

The fair values of deposits with no stated maturity, such as savings, money market, NOW and demand deposit accounts, are equal to the amount payable on demand. The fair values of certificates of deposit are based on discounted contractual cash flows using the weighted average remaining life of the portfolio discounted by the corresponding LIBOR Swap Curve as posted by the Office of the Comptroller of the Currency, or OCC.

Borrowings, net

The fair values of callable borrowings are based upon third party dealers’ estimated market values. The fair values of non-callable borrowings are based on discounted cash flows using the weighted average remaining life of the portfolio discounted by the corresponding FHLB nominal funding rate.

Outstanding commitments

Outstanding commitments include (1) commitments to extend credit and unadvanced lines of credit for which fair values were estimated based on an analysis of the interest rates and fees currently charged to enter into similar transactions and (2) commitments to sell residential mortgage loans for which fair values were estimated based on current secondary market prices for commitments with similar terms. The fair values of these commitments are immaterial to our financial condition and are not presented in the table above.

25

10.     Litigation

In the ordinary course of our business, we are routinely made a defendant in or a party to pending or threatened legal actions or proceedings which, in some cases, seek substantial monetary damages from or other forms of relief against us. In our opinion, after consultation with legal counsel, we believe it unlikely that such actions or proceedings will have a material adverse effect on our financial condition, results of operations or liquidity.

City of New York Notice of Determination

By “Notice of Determination” dated September 14, 2010 and August 26, 2011, the City of New York has notified us of alleged tax deficiencies in the amount of $13.3 million, including interest and penalties, related to our 2006 through 2008 tax years. The deficiencies relate to our operation of two subsidiaries of Astoria Federal, Fidata Service Corp., or Fidata, and Astoria Federal Mortgage Corp., or AF Mortgage. Fidata is a passive investment company which maintains offices in Connecticut. AF Mortgage is an operating subsidiary through which Astoria Federal engages in lending activities outside the State of New York through our third party loan origination program. We disagree with the assertion of the tax deficiencies and we filed Petitions for Hearings with the City of New York on December 6, 2010 and October 5, 2011 to oppose the Notices of Determination and to consolidate the hearings. A hearing in this matter is expected to occur in the latter half of 2012. At this time, management believes it is more likely than not that we will succeed in refuting the City of New York’s position, although defense costs may be significant. Accordingly, no liability or reserve has been recognized in our consolidated statement of financial condition at March 31, 2012 with respect to this matter.

No assurance can be given as to whether or to what extent we will be required to pay the amount of the tax deficiencies asserted by the City of New York, whether additional tax will be assessed for years subsequent to 2008, that this matter will not be costly to oppose, that this matter will not have an impact on our financial condition or results of operations or that, ultimately, any such impact will not be material.

Automated Transactions LLC Litigation

On November 20, 2009, an action entitled Automated Transactions LLC v. Astoria Financial Corporation and Astoria Federal Savings and Loan Association was commenced in the U.S. District Court for the Southern District of New York, or the Southern District Court, against us by Automated Transactions LLC, alleging patent infringement involving integrated banking and transaction machines, including automated teller machines, or ATMs, that we utilize. We were served with the summons and complaint in such action on March 2, 2010. The plaintiff also filed a similar suit on the same day against another financial institution and its holding company. The plaintiff seeks unspecified monetary damages and an injunction preventing us from continuing to utilize the allegedly infringing machines. We are vigorously defending this lawsuit, and filed an answer and counterclaims to the plaintiff’s complaint on March 23, 2010, to which the plaintiff filed a reply on April 12, 2010.

26

On May 18, 2010, the plaintiff filed an amended complaint at the direction of the Southern District Court, containing substantially the same allegations as the original complaint. On May 27, 2010, we moved to dismiss the amended complaint. On March 10, 2011, the Southern District Court entered an order on the record that dismissed all claims against Astoria Financial Corporation but denied the motion to dismiss the claims against Astoria Federal for alleged direct patent infringement. The order also dismissed in part the claims against Astoria Federal for alleged inducement of our customers to violate plaintiff’s patents and for Astoria Federal’s allegedly willful violation of the plaintiff’s patents, allowing claims to continue only for alleged inducement and willful infringement after our receiving notice of the pending suit from plaintiff’s counsel. Based on the Southern District Court’s ruling, on March 31, 2011, we answered the amended complaint substantially denying the allegations of the amended complaint.

On July 22, 2011, we filed a motion to stay the action pending the outcome of an appeal pending before the U.S. Court of Appeals for the Federal Circuit, or the Court of Appeals, of the Delaware District Court’s ruling in the case entitled Automated Transactions LLC v. IYG Holding Co et al, Civ. No. 06-043-SLR, or the IYG action. The IYG action involves the same plaintiff making substantially similar allegations with respect to identical and substantially similar patents as those involved in the action against us. The Delaware District Court granted IYG’s motion for summary judgment. In our motion to stay, we asserted that, should the Court of Appeals uphold the Delaware District Court’s rulings, the Delaware District Court decision should be binding on the plaintiff in the litigation against us. By order dated March 15, 2012, our motion to stay was denied.

We have tendered requests for indemnification from the manufacturer and from the transaction processor utilized with respect to the integrated banking and transaction machines, and we served third party complaints against Metavante Corporation and Diebold, Inc. seeking to enforce our indemnification rights.

An adverse result in this lawsuit may include an award of monetary damages, on-going royalty obligations, and/or may result in a change in our business practice, which could result in a loss of revenue. We cannot at this time estimate the possible loss or range of loss, if any. No assurance can be given at this time that this litigation against us will be resolved amicably, that if this litigation results in an adverse decision that we will be successful in seeking indemnification, that this litigation will not be costly to defend, that this litigation will not have an impact on our financial condition or results of operations or that, ultimately, any such impact will not be material.

27

Lefkowitz Litigation

On February 27, 2012, a putative class action entitled Ellen Lefkowitz, individually and on behalf of all Persons similarly situated v. Astoria Federal Savings and Loan Association was commenced in the Supreme Court of The State of New York, County of Queens, against us alleging that during the proposed class period, we improperly charged overdraft fees to customer accounts when accounts were not overdrawn, improperly reordered electronic debit transactions from the highest to the lowest dollar amount and processed debits before credits to deplete accounts and maximize overdraft fee income. The complaint contains the further assertion that we did not adequately inform our customers that they had the option to “opt-out” of overdraft services. We were served with the summons and complaint in such action on February 29, 2012 and must reply on or before April 30, 2012. We cannot at this time estimate the possible loss or range of loss, if any. No assurance can be given at this time that this litigation against us will be resolved amicably, that this litigation will not be costly to defend, that this litigation will not have an impact on our financial condition or results of operations or that, ultimately, any such impact will not be material.

11. Impact of Accounting Standards and Interpretations

Effective January 1, 2012, we adopted the guidance in Accounting Standards Update, or ASU, 2011-05, “Comprehensive Income (Topic 220) Presentation of Comprehensive Income,” as amended by ASU 2011-12, “Comprehensive Income (Topic 220) Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standard Update No. 2011-05.” ASU 2011-05, as amended, eliminated the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity, which was one of three alternatives for presenting other comprehensive income and its components in financial statements. ASU 2011-05 requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. We have elected the two-statement approach. Since the provisions of ASU 2011-05, as amended, are presentation related only, our adoption of this guidance did not have an impact on our financial condition or results of operations.

28

ITEM 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q 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 Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements may be identified by the use of the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar terms and phrases, including references to assumptions.

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

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

· there may be increases in competitive pressure among financial institutions or from non-financial institutions;

· changes in the interest rate environment may reduce interest margins or affect the value of our investments;

· changes in deposit flows, loan demand or real estate values may adversely affect our business;

· changes in accounting principles, policies or guidelines may cause our financial condition to be perceived differently;

· 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 may be less favorable than we currently anticipate;

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

· transition of our regulatory supervisor from the Office of Thrift Supervision to the OCC;

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

· technological changes may be more difficult or expensive than we anticipate;

· success or consummation of new business initiatives may be more difficult or expensive than we anticipate; or

· litigation or other matters before regulatory agencies, whether currently existing or commencing in the future, may be determined adverse to us or may delay the occurrence or non-occurrence of events longer than we anticipate.

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

29

Executive Summary

The following overview should be read in conjunction with our MD&A in its entirety.

Astoria Financial Corporation is a Delaware corporation organized as the unitary savings and loan association holding company of Astoria Federal. Our primary business is the operation of Astoria Federal. Astoria Federal's principal business is attracting retail deposits from the general public and investing those deposits, together with funds generated from operations, principal repayments on loans and securities and borrowings, primarily in one-to-four family mortgage loans, multi-family mortgage loans, commercial real estate loans and mortgage-backed securities. Our results of operations are dependent primarily on our net interest income, which is the difference between the interest earned on our assets, primarily our loan and securities portfolios, and the interest paid on our deposits and borrowings. Our earnings are also significantly affected by general economic and competitive conditions, particularly changes in market interest rates and U.S. Treasury yield curves, government policies and actions of regulatory authorities.

As the premier Long Island community bank, our goals are to enhance shareholder value while building a solid banking franchise. We focus on growing our core businesses of mortgage portfolio lending and retail banking while maintaining strong asset quality and controlling operating expenses. We also provide returns to shareholders through dividends.

We are impacted by both national and regional economic factors. With one-to-four family mortgage loans from various regions of the country held in our portfolio, the condition of the national economy impacts our earnings. During 2011 and continuing into 2012, the U.S. economy has shown signs of a very slow and tenuous recovery from the recession experienced since 2008. The national unemployment rate, while still at a high level, has reflected some declines from its peak of 10.0% for October 2009. The national unemployment rate ranged in the first quarter of 2012 from 8.5% to 8.2%, somewhat improved from the year earlier period, which ranged from 9.4% to 8.9%. Still, softness in the housing and real estate markets persists, although the extent of such softness varies from region to region. In New York, where our multi-family mortgage loan origination activities were resumed in the second half of 2011, we have noted some recent strengthening of economic conditions.

In addition to considering the challenging economic environment in which we compete, the regulation and oversight of our business changed during 2011. As described in more detail in Part I, Item 1A, “Risk Factors,” in our 2011 Annual Report on Form 10-K, certain aspects of the Reform Act have an impact on us, including the expanded regulatory burden resulting from oversight of Astoria Federal by the OCC and the Consumer Financial Protection Bureau and oversight of Astoria Financial Corporation by the Board of Governors of the Federal Reserve System, changes to deposit insurance assessments, the imposition of consolidated holding company capital requirements and the roll back of federal preemption applicable to certain of our operations.

Total assets increased slightly during the three months ended March 31, 2012, primarily due to an increase in our loan portfolio, particularly our multi-family mortgage loan portfolio, as mortgage loan origination and purchase volume exceeded loan repayments for the first time since 2008. The increase in multi-family loans was due to the resumption of such lending in the second half of 2011. One-to-four family mortgage loan repayments remain at elevated levels,

30

but did not accelerate during the 2012 first quarter. Such loan repayments offset our one-to-four family mortgage loan origination and purchase volume for the first quarter of 2012 resulting in a slight decline in the balance of the portfolio. One-to-four family mortgage loan origination and purchase volume for portfolio has been negatively affected for an extended period of time by the historic low interest rates on thirty year fixed rate conforming mortgage loans and the expanded conforming loan limits resulting in more borrowers opting for thirty year fixed rate conforming mortgage loans which we do not retain for portfolio. We expect further loan portfolio growth as the year proceeds based upon the strength of our multi-family mortgage loan pipeline and origination activity.

Total deposits decreased during the three months ended March 31, 2012. This decrease was the result of a decline in certificates of deposit as we allowed high cost certificates of deposit to run off, with such decline being partially offset by increases in low cost savings, money market and NOW and demand deposit accounts, which increased $176.1 million during the 2012 first quarter. The increases in these low cost deposits appear to reflect customer preference for the liquidity these types of deposits provide. To the extent needed to fund the aforementioned asset growth, we utilized short-term borrowings during the three months ended March 31, 2012, which resulted in an increase in our borrowings portfolio from December 31, 2011.

Stockholders’ equity increased as of March 31, 2012 compared to December 31, 2011. This increase primarily reflects a reduction in accumulated other comprehensive loss resulting from an adjustment related to our defined benefit pension plans. The adjustment reflects the impact of the remeasurement of our benefit obligations and the funded status of our defined benefit plans at March 31, 2012 pursuant to plan amendments approved during the 2012 first quarter. These amendments primarily related to a freeze of pension benefits effective April 30, 2012 which resulted in a decline in our benefit obligation and will result in a reduction in future pension cost.

Net income for the three months ended March 31, 2012 decreased as compared to the three months ended March 31, 2011. This decrease reflected a reduced level of net interest income, increased non-interest expense and a higher provision for loan losses, partially offset by an increase in non-interest income.

Net interest income, the net interest rate spread and the net interest margin for the three months ended March 31, 2012 were lower, as compared to the same period one year earlier, primarily due to a more rapid decline in the yields on average interest-earning assets than the decline in the costs of average interest-bearing liabilities. Interest income for the three months ended March 31, 2012 declined compared to the 2011 first quarter primarily due to the decreases in the average yields on one-to-four family mortgage loans and mortgage-backed and other securities, coupled with a decrease in the average balance of mortgage loans. Interest expense for the three months ended March 31, 2012 also decreased, compared to the three months ended March 31, 2011, reflecting decreases in the average balances and average costs of certificates of deposit and borrowings.

The provision for loan losses for the first quarter of 2012 totaled $10.0 million, compared with $7.0 million for the first quarter of 2011. The allowance for loan losses totaled $149.9 million at March 31, 2012, compared with $157.2 million at December 31, 2011. The decrease in the allowance for loan losses reflects the general stabilizing trend in overall asset quality we have experienced since 2010 as total delinquencies have continued a downward trend. Despite the improved credit metrics of the loan portfolio, including the decline in total loan delinquencies,

31

we felt it prudent, at this time, to maintain our strong allowance for loan losses coverage ratio. The allowance for loan losses at March 31, 2012 reflects the levels and composition of our loan delinquencies and non-performing loans, our loss history, the size and composition of our loan portfolio and our evaluation of the housing and real estate markets and overall economy, including the unemployment rate.

Non-interest income for the three months ended March 31, 2012 increased compared to the 2011 first quarter. The increase is attributable to gain on sale of securities during the 2012 first quarter and an increase in other non-interest income, partially offset by lower customer service fees and mortgage banking income, net, in the 2012 first quarter versus the year-earlier quarter.

Non-interest expense increased for the three months ended March 31, 2012 compared to the three months ended March 31, 2011 as a result of increases in Federal Deposit Insurance Corporation, or FDIC, insurance premium expense and higher compensation and benefits expense, which included one-time net charges associated with effecting certain cost control initiatives implemented during the 2012 first quarter.

On April 18, 2012, we declared a quarterly cash dividend of $0.04 per share compared to a quarterly cash dividend of $0.13 per share declared in the 2012 first quarter. The reduction in the dividend is expected to result in a dividend payout ratio and dividend yield which is more in line with norms in the financial industry and to provide management with additional flexibility to redeploy capital to support growth opportunities in the future.

We continue to operate in a challenging environment. Economic growth remains slow, unemployment remains elevated and home values continue to remain soft. However, we are optimistic that the resumption of multi-family and commercial real estate lending should facilitate loan and balance sheet growth throughout the remainder of 2012.

Available Information

Our internet website address is www.astoriafederal.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports can be obtained free of charge from our investor relations website at http://ir.astoriafederal.com. The above reports are available on our website immediately after they are electronically filed with or furnished to the SEC. Such reports are also available on the SEC’s website at www.sec.gov/edgar/searchedgar/webusers.htm.

Critical Accounting Policies

Note 1 of Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data,” of our 2011 Annual Report on Form 10-K, as supplemented by this report, contains a summary of our significant accounting policies. Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. Our policies with respect to the methodologies used to determine the allowance for loan losses, the valuation of MSR, judgments regarding goodwill and securities impairment and the estimates related to our pension plans and other postretirement benefits are our most critical accounting policies because they are important to the presentation of our financial condition and results of operations, involve a higher degree of complexity and require management to make difficult and subjective judgments which often

32

require assumptions or estimates about highly uncertain matters. Actual results may differ from our estimates and judgments. The use of different judgments, assumptions and estimates could result in material differences in our results of operations or financial condition. These critical accounting policies are reviewed quarterly with the Audit Committee of our Board of Directors. The following description of these policies should be read in conjunction with the corresponding section of our 2011 Annual Report on Form 10-K.

Allowance for Loan Losses

Our allowance for loan losses is established and maintained through a provision for loan losses based on our evaluation of the probable inherent losses in our loan portfolio. We evaluate the adequacy of our allowance on a quarterly basis. The allowance is comprised of both valuation allowances related to individual loans and general valuation allowances, although the total allowance for loan losses is available for losses applicable to the entire loan portfolio.

Valuation allowances on particular loans are established in connection with individual loan reviews and the asset classification process, including the procedures for impairment recognition under GAAP. Such evaluation, which includes a review of loans on which full collectibility is not reasonably assured, considers delinquency status, current estimated fair value of the underlying collateral, if any, current and anticipated economic and regulatory conditions, current and historical loss experience of similar loans and other factors that determine risk exposure to arrive at an adequate loan loss allowance.

Loan reviews are completed quarterly for all loans individually classified by our Asset Classification Committee. Individual loan reviews are generally completed annually for multi-family and commercial real estate mortgage loans with balances of $2.0 million or greater, commercial business loans with balances of $200,000 or greater and troubled debt restructurings. In addition, we generally review annually borrowing relationships whose combined outstanding balance is $2.0 million or greater. Approximately fifty percent of the outstanding principal balance of these loans to a single borrowing entity will be reviewed annually.

The primary considerations in establishing individual valuation allowances are the current estimated value of a loan’s underlying collateral and the loan’s payment history. We update our estimates of collateral value for one-to-four family mortgage loans at 180 days past due and annually thereafter and for loans to borrowers who have filed for bankruptcy initially when we are notified of the bankruptcy filing. Updated estimates of collateral value for one-to-four family loans are obtained primarily through automated valuation models. Additionally, our loan servicer performs property inspections to monitor and manage the collateral on our one-to-four family loans when they become 45 days past due and monthly thereafter until the foreclosure process is complete. We update our estimates of collateral value for non-performing multi-family and commercial real estate mortgage loans with balances of $1.0 million or greater when the loans initially become non-performing and multi-family and commercial real estate loans modified in a troubled debt restructuring at the time of the modification. For multi-family and commercial real estate properties, we estimate collateral value through independent third party appraisals or internal cash flow analyses, when current financial information is available, coupled with, in most cases, an inspection of the property. Appraisals on multi-family and commercial real estate loans are reviewed by our internal certified appraisers. Annually thereafter, inspections of these properties are performed to monitor the collateral. We also obtain updated estimates of collateral for certain other loans when the Asset Classification Committee believes repayment of such

33

loans may be dependent on the value of the underlying collateral. Adjustments to final appraised values obtained from independent third party appraisers and automated valuation models are not made. Other current and anticipated economic conditions on which our individual valuation allowances rely are the impact that national and/or local economic and business conditions may have on borrowers, the impact that local real estate markets may have on collateral values, the level and direction of interest rates and their combined effect on real estate values and the ability of borrowers to service debt. For multi-family and commercial real estate loans, additional factors specific to a borrower or the underlying collateral are considered. These factors include, but are not limited to, the composition of tenancy, occupancy levels for the property, location of the property, cash flow estimates and, to a lesser degree, the existence of personal guarantees. We also review all regulatory notices, bulletins and memoranda with the purpose of identifying upcoming changes in regulatory conditions which may impact our calculation of individual valuation allowances. Our primary banking regulator periodically reviews our reserve methodology during regulatory examinations and any comments regarding changes to reserves or loan classifications are considered by management in determining valuation allowances.

Pursuant to our policy, loan losses are charged-off in the period the loans, or portions thereof, are deemed uncollectible for the portion of the recorded investment in the loan in excess of the estimated fair value of the underlying collateral less estimated selling costs. Such charge-offs are taken for one-to-four family mortgage loans at 180 days past due and annually thereafter and loans to borrowers who have filed for bankruptcy initially when we are notified of the bankruptcy filing and for impaired multi-family and commercial real estate mortgage loans when the loans are identified as impaired. The determination of the loans on which full collectibility is not reasonably assured, the estimates of the fair value of the underlying collateral and the assessment of economic and regulatory conditions are subject to assumptions and judgments by management. Individual valuation allowances and charge-off amounts could differ materially as a result of changes in these assumptions and judgments.

General valuation allowances represent loss allowances that have been established to recognize the inherent risks associated with our lending activities which, unlike individual valuation allowances, have not been allocated to particular loans. The determination of the adequacy of the general valuation allowances takes into consideration a variety of factors. We segment our one-to-four family mortgage loan portfolio by interest-only and amortizing loans, full documentation and reduced documentation loans and year of origination and analyze our historical loss experience and delinquency levels and trends of these segments. We analyze multi-family and commercial real estate loans by portfolio and geographic location. We segment our consumer and other loan portfolio by home equity lines of credit, business loans, revolving credit lines and installment loans and perform similar historical loss analyses. In our analysis of non-performing loans, we consider our aggregate historical loss experience with respect to the ultimate disposition of the underlying collateral based on the portfolio segments noted above. These analyses and the resulting loss rates are used as an integral part of our judgment in developing estimated loss percentages to apply to the loan portfolio segments. We monitor credit risk on interest-only hybrid adjustable rate mortgage, or ARM, loans that were underwritten at the initial note rate, which may have been a discounted rate, in the same manner that we monitor credit risk on all interest-only hybrid ARM loans. We monitor interest rate reset dates of our loan portfolio, in the aggregate, and the current interest rate environment and consider the impact, if any, on borrowers’ ability to continue to make timely principal and interest payments in determining our allowance for loan losses. We also consider the size, composition, risk profile and delinquency levels of our loan portfolio, as well as our credit administration and asset

34

management procedures. We monitor property value trends in our market areas by reference to various industry and market reports, economic releases and surveys, and our general and specific knowledge of the real estate markets in which we lend, in order to determine what impact, if any, such trends may have on the level of our general valuation allowances. In addition, we evaluate and consider the impact that current and anticipated economic and market conditions may have on the loan portfolio and known and inherent risks in the portfolio. We update our analyses quarterly and we are continually refining our evaluations as experience provides clearer guidance, our product offerings change and as economic conditions evolve.

We analyze our historical loss experience over twelve month, fifteen month, eighteen month and twenty-four month periods, however our quantitative allowance coverage percentages are based on our twelve month loss history. We believe the twelve month loss analysis is most reflective of current conditions and the potential impact on our future loss exposure. However, the longer periods provide further insight into trends or anomalies and can be a factor in making adjustments to the twelve month analysis. Also, for a particular loan type we may not have sufficient loss history to develop a reasonable estimate of loss. In that circumstance we would consider our loss experience for other, similar loan types. Additionally, multi-family and commercial real estate loss experience may be adjusted based on the composition of the losses (loan sales, short sales and partial charge-offs). We update our historical loss analyses quarterly and evaluate the need to modify our quantitative allowance as a result of our updated charge-off and loss analyses. The historical loss component of the allowance for loan losses is determined by applying the results of this quantitative analysis to each of our loans.

We then consider qualitative factors with the purpose of assessing the adequacy of the overall allowance for loan losses as well as the allocation of the allowance for loan losses by portfolio. The qualitative factors we consider can generally be categorized as: economic (unemployment levels, home values, general economic outlook); portfolio composition (loan types, product types, geography); and analytical (coverage ratios, peer analysis, uncertainties in assumptions).

We use ratio analyses as a supplemental tool for evaluating the overall reasonableness of the allowance for loan losses. As such, we evaluate and consider our asset quality ratios as well as the allowance ratios and coverage percentages set forth in both peer group and regulatory agency data. We also consider any comments from our primary banking regulator resulting from their review of our general valuation allowance methodology during regulatory examinations. We consider the observed trends in our asset quality ratios in combination with our primary focus on our historical loss experience and the impact of current economic conditions. After evaluating these variables, we determine appropriate allowance coverage percentages for each of our portfolio segments and the appropriate level of our allowance for loan losses. We do not determine the appropriate level of our allowance for loan losses based exclusively on a single factor or asset quality ratio. Our evaluation of general valuation allowances is inherently subjective because, even though it is based on objective data, it is management’s interpretation of that data that determines the amount of the appropriate allowance. Therefore, we periodically review the actual performance and charge-off history of our loan portfolio and compare that to our previously determined allowance coverage percentages and individual valuation allowances. In doing so, we evaluate the impact the previously mentioned variables may have had on the loan portfolio to determine which changes, if any, should be made to our assumptions and analyses.

Allowance adequacy calculations are adjusted quarterly, based on the results of our quantitative and qualitative analyses, to reflect our current estimates of the amount of probable losses

35

inherent in our loan portfolio in determining our allowance for loan losses. Allocations of the allowance to each loan category are adjusted quarterly to reflect indicative inherent probable losses using the same quantitative and qualitative analyses used in connection with the overall allowance adequacy calculations. The portion of the allowance allocated to each loan category does not represent the total available to absorb losses which may occur within the loan category, since the total allowance for loan losses is available for losses applicable to the entire loan portfolio.

During the three months ended March 31, 2012, we refined our historical loss analyses on all of the portfolios, including further segmenting one-to-four family non-performing loans and segmenting multi-family and commercial real estate portfolios by property type and geographic location, and re-assessed the application of the qualitative factors noted above to each of the respective loan portfolios. As a result of our updated charge-off and loss analyses, we modified certain allowance coverage percentages during the 2012 first quarter to reflect our current estimates of the amount of probable losses inherent in our loan portfolio in determining our general valuation allowances. Based on our evaluation of the housing and real estate markets and overall economy, including the unemployment rate, the levels and composition of our loan delinquencies and non-performing loans, our loss history and the size and composition of our loan portfolio, we determined that an allowance for loan losses of $149.9 million was required at March 31, 2012, compared to $157.2 million at December 31, 2011, resulting in a provision for loan losses of $10.0 million for the three months ended March 31, 2012. The balance of our allowance for loan losses represents management’s best estimate of the probable inherent losses in our loan portfolio at the reporting dates.

Actual results could differ from our estimates as a result of changes in economic or market conditions. Changes in estimates could result in a material change in the allowance for loan losses. While we believe that the allowance for loan losses has been established and maintained at levels that reflect the risks inherent in our loan portfolio, future adjustments may be necessary if portfolio performance or economic or market conditions differ substantially from the conditions that existed at the time of the initial determinations.

For additional information regarding our allowance for loan losses, see “Provision for Loan Losses” and “Asset Quality” in this document and Part II, Item 7, “MD&A,” in our 2011 Annual Report on Form 10-K.

Valuation of MSR

The initial asset recognized for originated MSR is measured at fair value. The fair value of MSR is estimated by reference to current market values of similar loans sold servicing released. MSR are amortized in proportion to and over the period of estimated net servicing income. We apply the amortization method for measurement of our MSR. MSR are assessed for impairment based on fair value at each reporting date. Impairment exists if the carrying value of MSR exceeds the estimated fair value. The estimated fair value of MSR is obtained through independent third party valuations. MSR impairment, if any, is recognized in a valuation allowance through charges to earnings. Increases in the fair value of impaired MSR are recognized only up to the amount of the previously recognized valuation allowance.

36

At March 31, 2012 and December 31, 2011, our MSR had a fair value of $8.1 million. There were no significant changes in the assumptions used to value our MSR at March 31, 2012 compared to December 31, 2011.

The fair value of MSR is highly sensitive to changes in assumptions. Changes in prepayment speed assumptions generally have the most significant impact on the fair value of our MSR. Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value of MSR. As interest rates rise, mortgage loan prepayments slow down, which results in an increase in the fair value of MSR. Thus, any measurement of the fair value of our MSR is limited by the conditions existing and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if they are applied at a different point in time.

Goodwill Impairment

Goodwill is presumed to have an indefinite useful life and is tested, at least annually, for impairment at the reporting unit level. If the estimated fair value of the reporting unit exceeds its carrying amount, further evaluation is not necessary. However, if the fair value of the reporting unit is less than its carrying amount, further evaluation is required to compare the implied fair value of the reporting unit’s goodwill to its carrying amount to determine if a write-down of goodwill is required. Impairment exists when the carrying amount of goodwill exceeds its implied fair value.

For purposes of our goodwill impairment testing, we have identified a single reporting unit. We consider the quoted market price of our common stock on our impairment testing date as an initial indicator of estimating the fair value of our reporting unit. We also consider our average stock price, both before and after our impairment test date, as well as market-based control premiums in determining the estimated fair value of our reporting unit. In addition to our internal goodwill impairment analysis, we periodically obtain a goodwill impairment analysis from an independent third party valuation firm. The independent third party utilizes multiple valuation approaches including comparable transactions, control premium, public market peers and discounted cash flow. Management reviews the assumptions and inputs used in the third party analysis for reasonableness.

At March 31, 2012, the carrying amount of our goodwill totaled $185.2 million. On September 30, 2011, we performed our annual goodwill impairment test internally and obtained an independent third party analysis and concluded there was no goodwill impairment. We would test our goodwill for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of our reporting unit below its carrying amount. No events have occurred and no circumstances have changed since our annual impairment test date that would more likely than not reduce the fair value of our reporting unit below its carrying amount. The identification of additional reporting units, the use of other valuation techniques or changes to the input assumptions used in our analysis or the analysis by our third party valuation firm could result in materially different evaluations of impairment.

Securities Impairment

Our available-for-sale securities portfolio is carried at estimated fair value with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income/loss in

37

stockholders’ equity. Debt securities which we have the positive intent and ability to hold to maturity are classified as held-to-maturity and are carried at amortized cost. The fair values for our securities are obtained from an independent nationally recognized pricing service.

Our securities portfolio is comprised primarily of fixed rate mortgage-backed securities guaranteed by a GSE as issuer. GSE issuance mortgage-backed securities comprised 97% of our securities portfolio at March 31, 2012. Non-GSE issuance mortgage-backed securities at March 31, 2012 comprised 1% of our securities portfolio and had an amortized cost of $25.1 million, of which 61% are classified as available-for-sale and 39% are classified as held-to-maturity. Primarily all of our non-GSE issuance securities are investment grade securities and they have performed similarly to our GSE issuance securities. Credit quality concerns have not significantly impacted the performance of our non-GSE securities or our ability to obtain reliable prices.

The fair value of our securities portfolio is primarily impacted by changes in interest rates. In general, as interest rates rise, the fair value of fixed rate securities will decrease; as interest rates fall, the fair value of fixed rate securities will increase. We conduct a periodic review and evaluation of the securities portfolio to determine if a decline in the fair value of any security below its cost basis is other-than-temporary. Our evaluation of other-than-temporary impairment, or OTTI, considers the duration and severity of the impairment, our assessments of the reason for the decline in value, the likelihood of a near-term recovery and our intent and ability to not sell the securities. We generally view changes in fair value caused by changes in interest rates as temporary, which is consistent with our experience. If such decline is deemed other-than-temporary, the security is written down to a new cost basis and the resulting loss is charged to earnings as a component of non-interest income, except for the amount of the total OTTI for a debt security that does not represent credit losses which is recognized in other comprehensive income/loss, net of applicable taxes. At March 31, 2012, we held 33 securities with an estimated fair value totaling $143.7 million which had an unrealized loss totaling $416,000. Of the securities in an unrealized loss position at March 31, 2012, $14.6 million, with an unrealized loss of $203,000, have been in a continuous unrealized loss position for more than twelve months. At March 31, 2012, the impairments are deemed temporary based on (1) the direct relationship of the decline in fair value to movements in interest rates, (2) the estimated remaining life and high credit quality of the investments and (3) the fact that we do not intend to sell these securities and it is not more likely than not that we will be required to sell these securities before their anticipated recovery of the remaining amortized cost basis and we expect to recover the entire amortized cost basis of the security.

Pension Benefits and Other Postretirement Benefit Plans

Astoria Federal has a qualified, non-contributory defined benefit pension plan covering employees meeting specified eligibility criteria. In addition, Astoria Federal has non-qualified and unfunded supplemental retirement plans covering certain officers and directors. We also sponsor a health care plan that provides for postretirement medical and dental coverage to select individuals.

We recognize the overfunded or underfunded status of our defined benefit pension plans and other postretirement benefit plan, which is measured as the difference between plan assets at fair value and the benefit obligation at the measurement date, in other assets or other liabilities in our

38

consolidated statements of financial condition. Changes in the funded status are recognized through comprehensive income/loss in the period in which the changes occur.

There are several key assumptions which we provide our actuary which have a significant impact on the pension benefits and other postretirement benefit obligations as well as benefits expense. These include the discount rate and the expected return on plan assets. We continually review and evaluate all actuarial assumptions affecting the pension benefits and other postretirement benefit plans. We monitor these rates in relation to the current market interest rate environment and update our actuarial analysis accordingly.

The discount rate is used to calculate the present value of the benefit obligations at the measurement date and the expense to be recorded in the following period. A lower discount rate will result in a higher benefit obligation and expense, while a higher discount rate will result in a lower benefit obligation and expense. Discount rate assumptions are determined by reference to the Citigroup Pension Discount Curve, adjusted for Astoria Federal benefit plan specific cash flows. We compare these rates to other yield curves and market indices, such as the Mercer Mature Plan Index and Bloomberg AA Discount Curve, for reasonableness and make adjustments, as necessary, so the discount rates used reflect current market data and trends.

To determine the expected return on plan assets, we consider the long-term historical return information on plan assets, the mix of investments that comprise plan assets and the historical returns on indices comparable to the fund classes in which the plan invests.

For further information on the actuarial assumptions used for our pension benefits and other postretirement benefit plans see Note 14 of Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data” in our 2011 Annual Report on Form 10-K.

During the 2012 first quarter, our Board of Directors approved amendments to our defined benefit pension plans which will, among other things, suspend the accrual of additional pension benefits effective April 30, 2012. As a result, we remeasured our benefit obligations and the funded status of our defined benefit pension plans at March 31, 2012. For additional information on the impact of the plan amendments, see Note 6 of Notes to Consolidated Financial Statements in Item 1, “Financial Statements (Unaudited).”

Liquidity and Capital Resources

Our primary source of funds is cash provided by principal and interest payments on loans and securities. The most significant liquidity challenge we face is the variability in cash flows as a result of changes in mortgage refinance activity. Principal payments on loans and securities totaled $1.38 billion for the three months ended March 31, 2012, compared to $1.43 billion for the three months ended March 31, 2011. The decrease in loan and securities repayments for the three months ended March 31, 2012, compared to the three months ended March 31, 2011, was primarily due to a decrease in securities repayments. The decrease in securities repayments is primarily due to a reduction in the securities portfolio at January 1, 2012 compared to January 1, 2011. Loan repayments decreased slightly for the three months ended March 31, 2012, compared to the three months ended March 31, 2011, primarily due to a decrease in one-to-four family mortgage loan repayments. One-to-four family mortgage loan repayments remain at elevated levels, but did not accelerate during the 2012 first quarter.

39

In addition to cash provided by principal and interest payments on loans and securities, our other sources of funds include cash provided by operating activities, deposits and borrowings. Net cash provided by operating activities totaled $62.2 million for the three months ended March 31, 2012 and $103.0 million for the three months ended March 31, 2011. Deposits decreased $133.0 million during the three months ended March 31, 2012 and decreased $123.7 million during the three months ended March 31, 2011. The net decreases in deposits for the three months ended March 31, 2012 and 2011 were due to decreases in certificates of deposit, partially offset by increases in savings, money market and NOW and demand deposit accounts. During the three months ended March 31, 2012 and 2011, we continued to allow high cost certificates of deposit to run off. The increases in low cost savings, money market and NOW and demand deposit accounts during the three months ended March 31, 2012 and 2011 appear to reflect customer preference for the liquidity these types of deposits provide. Net borrowings increased $212.1 million during the three months ended March 31, 2012 and decreased $291.9 million during the three months ended March 31, 2011. The increase in net borrowings during the three months ended March 31, 2012 was primarily due to an increase in short-term FHLB-NY advances, partially offset by a decrease in reverse repurchase agreements, as we utilized low cost short-term FHLB-NY advances as a funding source, in part, to fund asset growth. The decrease in net borrowings during the three months ended March 31, 2011 was primarily due to cash flows from mortgage loan and securities repayments in excess of mortgage loan originations and purchases, securities purchases and deposit outflows which enabled us to repay a portion of our matured borrowings.

Our primary use of funds is for the origination and purchase of mortgage loans and, to a lesser degree, for the purchase of securities. Gross mortgage loans originated and purchased for portfolio during the three months ended March 31, 2012 totaled $1.22 billion, of which $344.3 million were multi-family loan originations, reflecting the resumption of such lending in the second half of 2011, $562.9 million were one-to-four family originations and $317.5 million were one-to-four family purchases of individual mortgage loans through our third party loan origination program. This compares to gross mortgage loans originated and purchased for portfolio during the three months ended March 31, 2011 totaling $707.4 million, of which $495.0 million were originations and $212.4 million were purchases, all of which were one-to-four family mortgage loans. Despite the increases in originations and purchases of one-to-four family mortgage loans, origination and purchase volume for portfolio has been negatively affected for an extended period of time by the historic low interest rates on thirty year fixed rate conforming mortgage loans and the expanded conforming loan limits resulting in more borrowers opting for thirty year fixed rate conforming mortgage loans which we do not retain for portfolio. Purchases of securities totaled $374.8 million during the three months ended March 31, 2012 and $356.7 million during the three months ended March 31, 2011.

Our policies and procedures with respect to managing funding and liquidity risk are established to ensure our safe and sound operation in compliance with applicable bank regulatory requirements. Our liquidity management process is sufficient to meet our daily funding needs and cover both expected and unexpected deviations from normal daily operations. Processes are in place to appropriately identify, measure, monitor and control liquidity and funding risk. The primary tools we use for measuring and managing liquidity risk include cash flow projections, diversified funding sources, stress testing, a cushion of liquid assets and contingency funding plans.

40

We maintain liquidity levels to meet our operational needs in the normal course of our business. The levels of our liquid assets during any given period are dependent on our operating, investing and financing activities. Cash and due from banks totaled $121.7 million at March 31, 2012 and $132.7 million at December 31, 2011. At March 31, 2012, we had $1.53 billion in borrowings with a weighted average rate of 3.08% maturing over the next twelve months. We have the flexibility to either repay or rollover these borrowings as they mature. Included in our borrowings are various obligations which, by their terms, may be called by the securities dealers and the FHLB-NY. At March 31, 2012, we had $1.95 billion of borrowings which are callable within three months and at various times thereafter. We believe the potential for these borrowings to be called does not present liquidity concerns as they have various call dates and coupons and we believe we can readily obtain replacement funding, albeit at higher rates. At March 31, 2012, FHLB-NY advances totaled $2.36 billion, or 54% of total borrowings. We do not believe any of our borrowing counterparty concentrations represent a material risk to our liquidity. In addition, we had $3.27 billion in certificates of deposit at March 31, 2012 with a weighted average rate of 1.57% maturing over the next twelve months. We have the ability to retain or replace a significant portion of such deposits based on our pricing and historical experience.

The following table details our borrowing and certificate of deposit maturities and their weighted average rates at March 31, 2012.

	Borrowings						Certificates of Deposit
(Dollars in Millions)	Amount			Weighted Average Rate			Amount		Weighted Average Rate
Contractual Maturity:
Twelve months or less	$	1,530	(1)		3.08	%	$	3,269		1.57	%
Thirteen to thirty-six months		575	(2)		2.33			1,053		2.49
Thirty-seven to sixty months		1,150	(3)		3.68			888		2.49
Over sixty months		1,079	(4)		4.98			-		-
Total	$	4,334			3.61	%	$	5,210		1.91	%

(1)	Includes $250.0 million of 5.75% senior notes which mature on October 15, 2012.
(2)	Includes $100.0 million of borrowings, with a rate of 4.16%, which are callable by the counterparty within the next three months and at various times thereafter.
(3)	Includes $900.0 million of borrowings, with a weighted average rate of 4.35%, which are callable by the counterparty within the next three months and at various times thereafter.
(4)	Includes $950.0 million of borrowings, with a weighted average rate of 4.34%, which are callable by the counterparty within the next three months and at various times thereafter.

Additional sources of liquidity at the holding company level have included issuances of securities into the capital markets, including private issuances of trust preferred securities and senior debt. Holding company debt obligations are included in other borrowings. Our ability to continue to access the capital markets for additional financing at favorable terms may be limited by, among other things, market conditions, interest rates, our capital levels, Astoria Federal’s ability to pay dividends to Astoria Financial Corporation, our credit profile and ratings and our business model.

On May 19, 2010, we filed an automatic shelf registration statement on Form S-3 with the SEC, which was declared effective immediately upon filing. This shelf registration statement allows us to periodically offer and sell, from time to time, in one or more offerings, individually or in

41

any combination, common stock, preferred stock, debt securities, capital securities, guarantees, warrants to purchase common stock or preferred stock and units consisting of one or more of the foregoing. The shelf registration statement provides us with greater capital management flexibility and enables us to more readily access the capital markets in order to pursue growth opportunities that may become available to us in the future or should there be any changes in the regulatory environment that call for increased capital requirements. Although the shelf registration statement does not limit the amount of the foregoing items that we may offer and sell pursuant to the shelf registration statement, our ability and any decision to do so is subject to market conditions and our capital needs.

Astoria Financial Corporation’s primary uses of funds include payment of dividends, payment of interest on its debt obligations and repurchases of common stock. On March 1, 2012, we paid a quarterly cash dividend of $0.13 per share on shares of our common stock outstanding as of the close of business on February 15, 2012 totaling $12.5 million. On April 18, 2012, we declared a quarterly cash dividend of $0.04 per share on shares of our common stock payable on June 1, 2012 to stockholders of record as of the close of business on May 15, 2012. The reduction in the dividend per share declared during the 2012 second quarter, compared to the 2012 first quarter, is expected to result in a dividend payout ratio and dividend yield which is more in line with norms in the financial industry and to provide management with additional flexibility to redeploy capital to support growth opportunities in the future. Our twelfth stock repurchase plan, approved by our Board of Directors on April 18, 2007, authorized the purchase of 10,000,000 shares, or approximately 10% of our common stock then outstanding, in open-market or privately negotiated transactions. At March 31, 2012, a maximum of 8,107,300 shares may yet be purchased under this plan. However, we are not currently repurchasing additional shares of our common stock and have not since the 2008 third quarter.

Our ability to pay dividends, service our debt obligations and repurchase common stock is dependent primarily upon receipt of capital distributions from Astoria Federal. Since Astoria Federal is a federally chartered savings association, there are regulatory limits on its ability to make distributions to Astoria Financial Corporation. See Part I, Item 1, “Regulation and Supervision,” in our 2011 Annual Report on Form 10-K for further discussion of these regulatory limits. On April 20, 2012, Astoria Federal paid a dividend to Astoria Financial Corporation totaling $13.3 million.

See “Financial Condition” for further discussion of the changes in stockholders’ equity.

At March 31, 2012, our tangible capital ratio, which represents stockholders’ equity less goodwill divided by total assets less goodwill, was 6.41%. At March 31, 2012, Astoria Federal’s capital levels exceeded all of its regulatory capital requirements with a tangible capital ratio of 8.75%, leverage capital ratio of 8.75% and total risk-based capital ratio of 16.19%. Astoria Federal’s Tier 1 risk-based capital ratio was 14.92% at March 31, 2012. As of March 31, 2012, Astoria Federal continues to be a well capitalized institution for all bank regulatory purposes.

Off-Balance Sheet Arrangements and Contractual Obligations

We are a party to financial instruments with off-balance sheet risk in the normal course of our business in order to meet the financing needs of our customers and in connection with our overall interest rate risk management strategy. These instruments involve, to varying degrees, elements of credit, interest rate and liquidity risk. In accordance with GAAP, these instruments are either

42

not recorded in the consolidated financial statements or are recorded in amounts that differ from the notional amounts. Such instruments primarily include lending commitments and lease commitments.

Lending commitments include commitments to originate and purchase loans and commitments to fund unused lines of credit. Additionally, in connection with our mortgage banking activities, we have commitments to fund loans held-for-sale and commitments to sell loans which are considered derivative instruments. Commitments to sell loans totaled $79.7 million at March 31, 2012. The fair values of our mortgage banking derivative instruments are immaterial to our financial condition and results of operations. We also have contractual obligations related to operating lease commitments which have not changed significantly from December 31, 2011.

The following table details our contractual obligations at March 31, 2012.

	Payments due by period
(In Thousands)	Total		Less than One Year		One to Three Years		Three to Five Years		More than Five Years
On-balance sheet contractual obligations:
Borrowings with original terms greater than three months	$	3,828,866	$	1,025,000	$	575,000	$	1,150,000	$	1,078,866
Off-balance sheet contractual obligations:
Commitments to originate and purchase loans (1)		879,033		879,033		-		-		-
Commitments to fund unused lines of credit (2)		233,266		233,266		-		-		-
Total	$	4,941,165	$	2,137,299	$	575,000	$	1,150,000	$	1,078,866

(1)    Includes commitments to originate loans held-for-sale of $50.5 million.

(2)    Primarily related to home equity lines of credit.

In addition to the contractual obligations previously discussed, we have liabilities for gross unrecognized tax benefits and interest and penalties related to uncertain tax positions which have not changed significantly from December 31, 2011. For further information regarding these liabilities, see Note 11 of Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data,” in our 2011 Annual Report on Form 10-K. We also have contingent liabilities related to assets sold with recourse and standby letters of credit which have not changed significantly from December 31, 2011.

For further information regarding our off-balance sheet arrangements and contractual obligations, see Part II, Item 7, “MD&A,” in our 2011 Annual Report on Form 10-K.

Comparison of Financial Condition as of March 31, 2012 and December 31, 2011 and Operating Results for the Three Months Ended March 31, 2012 and 2011

Financial Condition

Total assets increased slightly to $17.11 billion at March 31, 2012, from $17.02 billion at December 31, 2011. The increase in total assets was primarily due to an increase in loans receivable.

Loans receivable, net, increased $113.3 million to $13.23 billion at March 31, 2012, from $13.12 billion at December 31, 2011, primarily due to an increase in mortgage loans. Mortgage loans increased $113.4 million to $13.03 billion at March 31, 2012, from $12.92 billion at December 31, 2011, primarily due to an increase in our multi-family mortgage loan portfolio, partially offset by decreases in our commercial real estate and one-to-four family mortgage loan

43

portfolios. Gross mortgage loans originated and purchased for portfolio during the three months ended March 31, 2012 totaled $1.22 billion, of which $344.3 million were multi-family loan originations, $562.9 million were one-to-four family loan originations and $317.5 million were one-to-four family purchases. This compares to gross mortgage loans originated and purchased for portfolio during the three months ended March 31, 2011 totaling $707.4 million, of which $495.0 million were originations and $212.4 million were purchases, all of which were one-to-four family mortgage loans. Mortgage loan repayments decreased slightly to $1.08 billion for the three months ended March 31, 2012, compared to $1.09 billion for the three months ended March 31, 2011, primarily due to a decrease in one-to-four family mortgage loan repayments.

Our mortgage loan portfolio continues to consist primarily of one-to-four family mortgage loans. Our one-to-four family mortgage loan portfolio decreased slightly to $10.55 billion at March 31, 2012, from $10.56 billion at December 31, 2011, and represented 79% of our total loan portfolio at March 31, 2012. One-to-four family mortgage loan repayments remain at elevated levels, but did not accelerate during the 2012 first quarter. However, the levels of repayments outpaced our origination and purchase volume during the three months ended March 31, 2012, resulting in the slight decline in the portfolio. During the three months ended March 31, 2012, the loan-to-value ratio of our one-to-four family mortgage loan originations and purchases for portfolio, at the time of origination or purchase, averaged approximately 59% and the loan amount averaged approximately $747,000.

Our multi-family mortgage loan portfolio increased $166.9 million to $1.86 billion at March 31, 2012, from $1.69 billion at December 31, 2011, and our commercial real estate loan portfolio decreased $37.3 million to $622.4 million at March 31, 2012, from $659.7 million at December 31, 2011. The increase in our multi-family mortgage loan portfolio was the result of the originations during the 2012 first quarter which outpaced repayments. We resumed originations of multi-family and commercial real estate loans during the latter half of 2011, primarily in New York. During the three months ended March 31, 2012, the loan-to-value of our multi-family mortgage loan originations, at the time of origination, averaged approximately 52% and the loan amount averaged approximately $3.4 million. The decrease in the commercial real estate loan portfolio is attributable to repayments and the absence of new commercial real estate loan originations during the 2012 first quarter.

Securities increased $39.5 million to $2.51 billion at March 31, 2012, from $2.47 billion at December 31, 2011. This increase was primarily the result of purchases of $374.8 million, partially offset by principal payments received of $276.2 million and sales of $51.8 million. At March 31, 2012, our securities portfolio was comprised primarily of fixed rate REMIC and CMO securities which had an amortized cost of $2.42 billion, a weighted average current coupon of 3.49%, a weighted average collateral coupon of 4.85% and a weighted average life of 2.6 years. For additional information regarding our securities portfolio, see Note 2 of Notes to Consolidated Financial Statements in Item 1, “Financial Statements (Unaudited).”

Deposits decreased $133.0 million to $11.11 billion at March 31, 2012, from $11.25 billion at December 31, 2011, due to a decrease in certificates of deposit, partially offset by an increase of $176.1 million in NOW and demand deposit, savings and money market accounts. Certificates of deposit decreased $309.1 million since December 31, 2011 to $5.21 billion at March 31, 2012. NOW and demand deposit accounts increased $63.6 million since December 31, 2011 to $1.93 billion at March 31, 2012. Savings accounts increased $60.5 million since December 31, 2011 to $2.81 billion at March 31, 2012. Money market accounts increased $52.0 million since

44

December 31, 2011 to $1.17 billion at March 31, 2012. During the three months ended March 31, 2012, we continued to allow high cost certificates of deposit to run off. The increases in low cost savings, money market and NOW and demand deposit accounts during the three months ended March 31, 2012 appear to reflect customer preference for the liquidity these types of deposits provide.

Total borrowings, net, increased $212.1 million to $4.33 billion at March 31, 2012, from $4.12 billion at December 31, 2011. The increase in net borrowings is primarily due to an increase in short-term FHLB-NY advances, partially offset by a decrease in reverse repurchase agreements, at March 31, 2012, compared to December 31, 2011.

Stockholders’ equity increased $19.1 million to $1.27 billion at March 31, 2012, from $1.25 billion at December 31, 2011. The increase in stockholders’ equity was primarily due to a decrease in accumulated other comprehensive loss of $20.6 million and net income of $10.0 million, partially offset by dividends declared of $12.5 million. The decrease in accumulated other comprehensive loss was primarily due to an increase in the funded status of our defined benefit pension plans at March 31, 2012, compared to December 31, 2011. The change in the funded status was due to the remeasurement of the plan obligations and assets as of March 31, 2012 in response to plan amendments approved during the 2012 first quarter. The plan amendments primarily related to the suspension of accrual of additional pension benefits effective April 30, 2012. For further information on our defined benefit pension plans, see Note 6 of Notes to Consolidated Financial Statements in Item 1, “Financial Statements (Unaudited).”

Results of Operations

General

Net income for the three months ended March 31, 2012 decreased $17.4 million to $10.0 million, from $27.4 million for the three months ended March 31, 2011, primarily due to a reduced level of net interest income, increased non-interest expense and higher provision for loan losses, partially offset by an increase in non-interest income. Diluted earnings per common share decreased to $0.11 per share for the three months ended March 31, 2012, from $0.29 per share for the three months ended March 31, 2011. Return on average assets decreased to 0.23% for the three months ended March 31, 2012, from 0.61% for the three months ended March 31, 2011, due to the decrease in net income, partially offset by a decrease in average assets. Return on average stockholders’ equity decreased to 3.19% for the three months ended March 31, 2012, from 8.76% for the three months ended March 31, 2011. Return on average tangible stockholders’ equity, which represents average stockholders’ equity less average goodwill, decreased to 3.75% for the three months ended March 31, 2012, from 10.29% for the three months ended March 31, 2011. The decreases in the returns on average stockholders’ equity and average tangible stockholders’ equity for the three months ended March 31, 2012, compared to the three months ended March 31, 2011, were primarily due to the decrease in net income.

Our result of operations for the three months ended March 31, 2012 include net charges of $3.4 million ($2.2 million, after tax) included in non-interest expense related to compensation and benefits expense associated with cost control initiatives implemented in the 2012 first quarter. For the three months ended March 31, 2012, these net charges reduced diluted earnings per common share by $0.02 per share, return on average assets by 6 basis points, return on average stockholders’ equity by 71 basis points and return on average tangible stockholders’ equity by 83

45

basis points. See “Non-Interest Expense” for additional information on the cost control initiatives implemented in the 2012 first quarter.

Net Interest Income

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends primarily upon the volume of interest-earning assets and interest-bearing liabilities and the corresponding interest rates earned or paid. Our net interest income is significantly impacted by changes in interest rates and market yield curves and their related impact on cash flows. See Item 3, “Quantitative and Qualitative Disclosures About Market Risk,” for further discussion of the potential impact of changes in interest rates on our results of operations.

For the three months ended March 31, 2012, net interest income decreased $13.3 million to $88.2 million, from $101.5 million for the three months ended March 31, 2011. The net interest rate spread decreased to 2.13% for the three months ended March 31, 2012, from 2.34% for the three months ended March 31, 2011. The net interest margin decreased to 2.20% for the three months ended March 31, 2012, from 2.40% for the three months ended March 31, 2011. The decreases in net interest income, the net interest rate spread and the net interest margin for the three months ended March 31, 2012, compared to the three months ended March 31, 2011, are primarily due to a more rapid decline in the yields on average interest-earning assets than the decline in the costs on average interest-bearing liabilities. Interest income for the three months ended March 31, 2012 decreased, compared to the three months ended March 31, 2011, primarily due to decreases in the average yields on one-to-four family mortgage loans and mortgage-backed and other securities, coupled with a decrease in the average balance of mortgage loans. Interest expense for the three months ended March 31, 2012 decreased, compared to the three months ended March 31, 2011, primarily due to decreases in the average balances and average costs of certificates of deposit and borrowings. The average balance of net interest-earning assets increased $62.5 million to $646.8 million for the three months ended March 31, 2012, from $584.3 million for the three months ended March 31, 2011.

The changes in average interest-earning assets and interest-bearing liabilities and their related yields and costs are discussed in greater detail under “Interest Income” and “Interest Expense.”

Analysis of Net Interest Income

The following table sets forth certain information about the average balances of our assets and liabilities and their related yields and costs for the three months ended March 31, 2012 and 2011. Average yields are derived by dividing income by the average balance of the related assets and average costs are derived by dividing expense by the average balance of the related liabilities, for the periods shown. Average balances are derived from average daily balances. The yields and costs include amortization of fees, costs, premiums and discounts which are considered adjustments to interest rates.

46

	For the Three Months Ended March 31,
	2012								2011
(Dollars in Thousands)	Average Balance			Interest		Average Yield/ Cost			Average Balance			Interest		Average Yield/ Cost
						(Annualized)								(Annualized)
Assets:
Interest-earning assets:
Mortgage loans (1):
One-to-four family	$	10,646,065		$	99,292		3.73	%	$	10,825,492		$	114,676		4.24	%
Multi-family and commercial real estate		2,400,624			36,470		6.08			2,884,963			44,492		6.17
Consumer and other loans (1)		281,317			2,341		3.33			307,988			2,507		3.26
Total loans		13,328,006			138,103		4.14			14,018,443			161,675		4.61
Mortgage-backed and other securities (2)		2,444,341			18,021		2.95			2,533,953			22,423		3.54
Repurchase agreements and interest-earning cash accounts		88,254			53		0.24			194,996			93		0.19
FHLB-NY stock		138,819			1,602		4.62			147,589			2,317		6.28
Total interest-earning assets		15,999,420			157,779		3.94			16,894,981			186,508		4.42
Goodwill		185,151								185,151
Other non-interest-earning assets		932,078								932,212
Total assets	$	17,116,649							$	18,012,344
Liabilities and stockholders’ equity:
Interest-bearing liabilities:
Savings	$	2,786,380			1,762		0.25		$	2,704,261			2,687		0.40
Money market		1,130,700			1,853		0.66			382,756			429		0.45
NOW and demand deposit		1,843,246			290		0.06			1,750,841			281		0.06
Total savings, money market and NOW and demand deposit		5,760,326			3,905		0.27			4,837,858			3,397		0.28
Certificates of deposit		5,353,472			25,522		1.91			6,646,739			33,635		2.02
Total deposits		11,113,798			29,427		1.06			11,484,597			37,032		1.29
Borrowings		4,238,790			40,156		3.79			4,826,055			47,947		3.97
Total interest-bearing liabilities		15,352,588			69,583		1.81			16,310,652			84,979		2.08
Non-interest-bearing liabilities		512,158								451,839
Total liabilities		15,864,746								16,762,491
Stockholders’ equity		1,251,903								1,249,853
Total liabilities and stockholders’ equity	$	17,116,649							$	18,012,344
Net interest income/
net interest rate spread (3)				$	88,196		2.13	%				$	101,529		2.34	%
Net interest-earning assets/
net interest margin (4)	$	646,832					2.20	%	$	584,329					2.40	%
Ratio of interest-earning assets to
interest-bearing liabilities		1.04	x							1.04	x

(1) Mortgage loans and consumer and other loans include loans held-for-sale and non-performing loans and exclude the allowance for loan losses.

(2) Securities available-for-sale are included at average amortized cost.

(3) Net interest rate spread represents the difference between the average yield on average interest-earning assets and the average cost of average interest-bearing liabilities.

(4) Net interest margin represents net interest income divided by average interest-earning assets.

47

Rate/Volume Analysis

The following table presents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected our interest income and interest expense during the periods indicated. Information is provided in each category with respect to (1) the changes attributable to changes in volume (changes in volume multiplied by prior rate), (2) the changes attributable to changes in rate (changes in rate multiplied by prior volume), and (3) the net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

	Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011
	Increase (Decrease)
(In Thousands)	Volume			Rate			Net
Interest-earning assets:
Mortgage loans:
One-to-four family	$	(1,863	)	$	(13,521	)	$	(15,384	)
Multi-family and commercial real estate		(7,381	)		(641	)		(8,022	)
Consumer and other loans		(219	)		53			(166	)
Mortgage-backed and other securities		(770	)		(3,632	)		(4,402	)
Repurchase agreements and interest-earning cash accounts		(60	)		20			(40	)
FHLB-NY stock		(132	)		(583	)		(715	)
Total		(10,425	)		(18,304	)		(28,729	)
Interest-bearing liabilities:
Savings		83			(1,008	)		(925	)
Money market		1,149			275			1,424
NOW and demand deposit		9			-			9
Certificates of deposit		(6,339	)		(1,774	)		(8,113	)
Borrowings		(5,676	)		(2,115	)		(7,791	)
Total		(10,774	)		(4,622	)		(15,396	)
Net change in net interest income	$	349		$	(13,682	)	$	(13,333	)

Interest Income

Interest income decreased $28.7 million to $157.8 million for the three months ended March 31, 2012, from $186.5 million for the three months ended March 31, 2011, due to a decrease in the average yield on interest-earning assets to 3.94% for the three months ended March 31, 2012, from 4.42% for the three months ended March 31, 2011, coupled with a decrease of $895.6 million in the average balance of interest-earning assets to $16.00 billion for the three months ended March 31, 2012, from $16.89 billion for the three months ended March 31, 2011. The decrease in the average yield on interest-earning assets was primarily due to decreases in the average yields on one-to-four family mortgage loans and mortgage-backed and other securities. The decrease in the average balance of interest-earning assets was primarily due to decreases in the average balances of mortgage loans, repurchase agreements and interest-earning cash accounts and mortgage-backed and other securities.

Interest income on one-to-four family mortgage loans decreased $15.4 million to $99.3 million for the three months ended March 31, 2012, from $114.7 million for the three months ended March 31, 2011, primarily due to a decrease in the average yield to 3.73% for the three months ended March 31, 2012, from 4.24% for the three months ended March 31, 2011. The decrease in

48

the average yield was primarily due to new originations at lower interest rates than the rates on loans repaid over the past year and the impact of the downward repricing of our ARM loans. The lower interest rates are attributable to the negative impact of the U.S. government programs that impede our ability to grow one-to-four family mortgage loans profitably. Net premium and deferred loan origination cost amortization on one-to-four family mortgage loans decreased $596,000 to $6.3 million for the three months ended March 31, 2012, from $6.9 million for the three months ended March 31, 2011. The average balance of one-to-four family mortgage loans decreased $179.4 million to $10.65 billion for the three months ended March 31, 2012.

Interest income on multi-family and commercial real estate mortgage loans decreased $8.0 million to $36.5 million for the three months ended March 31, 2012, from $44.5 million for the three months ended March 31, 2011, primarily due to a decrease of $484.3 million in the average balance of such loans. The decrease in the average balance of multi-family and commercial real estate loans is attributable to repayments, the sale or transfer to held-for-sale of certain delinquent and non-performing loans and the absence of new multi-family and commercial real estate loan originations until the latter half of 2011. The average yield on multi-family and commercial real estate loans decreased to 6.08% for the three months ended March 31, 2012, from 6.17% for the three months ended March 31, 2011. This decrease is due, in part, to new originations at interest rates below the weighted average rates of the portfolios, partially offset by an increase in prepayment penalties. Prepayment penalties increased $775,000 to $2.5 million for the three months ended March 31, 2012, from $1.7 million for the three months ended March 31, 2011.

Interest income on mortgage-backed and other securities decreased $4.4 million to $18.0 million for the three months ended March 31, 2012, from $22.4 million for the three months ended March 31, 2011, due to a decrease in the average yield to 2.95% for the three months ended March 31, 2012, from 3.54% for the three months ended March 31, 2011. The decrease in the average yield on mortgage-backed and other securities was primarily due to repayments on higher yielding securities and purchases of new securities with lower coupons, in the prolonged low interest rate environment, than the weighted average coupon for the portfolio, coupled with an increase in net premium amortization. Net premium amortization increased $1.9 million to $3.2 million for the three months ended March 31, 2012, from $1.3 million for the three months ended March 31, 2011. The average balance of mortgage-backed and other securities decreased $89.6 million to $2.44 billion for the three months ended March 31, 2012.

Interest Expense

Interest expense decreased $15.4 million to $69.6 million for the three months ended March 31, 2012, from $85.0 million for the three months ended March 31, 2011, due to a decrease of $958.1 million in the average balance of interest-bearing liabilities to $15.35 billion for the three months ended March 31, 2012, from $16.31 billion for the three months ended March 31, 2011, coupled with a decrease in the average cost of interest-bearing liabilities to 1.81% for the three months ended March 31, 2012, from 2.08% for the three months ended March 31, 2011. The decrease in the average balance of interest-bearing liabilities was due to decreases in the average balances of certificates of deposit and borrowings, partially offset by increases in the average balances of money market, NOW and demand deposit and savings accounts. The decrease in the average cost of interest-bearing liabilities was primarily due to decreases in the average costs of certificates of deposit and borrowings.

49

Interest expense on total deposits decreased $7.6 million to $29.4 million for the three months ended March 31, 2012, from $37.0 million for the three months ended March 31, 2011, due to a decrease of $370.8 million in the average balance of total deposits to $11.11 billion for the three months ended March 31, 2012, from $11.48 billion for the three months ended March 31, 2011, coupled with a decrease in the average cost to 1.06% for the three months ended March 31, 2012, from 1.29% for the three months ended March 31, 2011. The decrease in the average balance of total deposits was due to a decrease in the average balance of certificates of deposit, partially offset by increases in the average balances of money market, NOW and demand deposit and savings accounts. The decrease in the average cost of total deposits was primarily due to the decrease in the average cost of our certificates of deposit.

Interest expense on certificates of deposit decreased $8.1 million to $25.5 million for the three months ended March 31, 2012, from $33.6 million for the three months ended March 31, 2011, due to a decrease of $1.29 billion in the average balance, coupled with a decrease in the average cost to 1.91% for the three months ended March 31, 2012, from 2.02% for the three months ended March 31, 2011. The decrease in the average balance of certificates of deposit was primarily the result of our reduced focus on certificates of deposit. Since 2009, we continued to allow high cost certificates of deposit to run off as total assets declined. The decrease in the average cost of certificates of deposit reflects the impact of certificates of deposit at higher rates maturing and being replaced at lower interest rates. During the three months ended March 31, 2012, $674.0 million of certificates of deposit with a weighted average rate of 1.18% and a weighted average maturity at inception of sixteen months, matured and $369.9 million of certificates of deposit were issued or repriced, with a weighted average rate of 0.24% and a weighted average maturity at inception of fourteen months.

Interest expense on money market accounts increased $1.4 million to $1.9 million for the three months ended March 31, 2012, from $429,000 for the three months ended March 31, 2011. This increase was primarily due to an increase of $747.9 million in the average balance of money market accounts to $1.13 billion for the three months ended March 31, 2012, from $382.8 million for the three months ended March 31, 2011. The average cost of money market accounts increased to 0.66% for the three months ended March 31, 2012, from 0.45% for the three months ended March 31, 2011. The increase in the average balance and average cost reflects the introduction of our premium money market product during the 2011 third quarter.

Interest expense on borrowings decreased $7.7 million to $40.2 million for the three months ended March 31, 2012, from $47.9 million for the three months ended March 31, 2011, due to a decrease of $587.3 million in the average balance, coupled with a decrease in the average cost to 3.79% for the three months ended March 31, 2012, from 3.97% for the three months ended March 31, 2011. The decrease in the average balance of borrowings was the result of cash flows from mortgage loan and securities repayments exceeding mortgage loan originations and purchases, securities purchases and deposit outflows which enabled us to repay a portion of our matured borrowings during 2011. The decrease in the average cost of borrowings is a result of the repayment of borrowings that matured during the 2011 fourth quarter and 2012 first quarter which had a higher weighted average rate than the weighted average rate of the portfolio, coupled with our increased utilization of low cost short-term FHLB-NY advances during the 2012 first quarter.

50

Provision for Loan Losses

We review our allowance for loan losses on a quarterly basis. Material factors considered during our quarterly review are our loss experience, the composition and direction of loan delinquencies, the size and composition of our loan portfolio and the impact of current economic conditions. We continue to closely monitor the local and national real estate markets and other factors related to risks inherent in our loan portfolio. We are impacted by both national and regional economic factors. With one-to-four family mortgage loans from various regions of the country held in our portfolio, the condition of the national economy impacts our earnings. During 2011 and continuing into 2012, the U.S. economy has shown signs of a very slow and tenuous recovery from the recession experienced since 2008. The national unemployment rate, while still at a high level, has reflected some declines from its peak of 10.0% for October 2009. The national unemployment rate ranged in the first quarter of 2012 from 8.5% to 8.2%, somewhat improved from the year earlier period, which ranged from 9.4% to 8.9%. Still, softness in the housing and real estate markets persists, although the extent of such softness varies from region to region. In New York, where our multi-family mortgage loan origination activities were resumed in the second half of 2011, we have noted some recent strengthening of economic conditions.

The provision for loan losses for the three months ended March 31, 2012 increased to $10.0 million compared to $7.0 million for the three months ended March 31, 2011, but remained equal to the provisions recorded for each of the last three quarters of 2011. The allowance for loan losses decreased to $149.9 million at March 31, 2012, from $157.2 million at December 31, 2011. The allowance for loan losses reflects the levels and composition of our loan delinquencies and non-performing loans, our loss history, the size and composition of our loan portfolio and our evaluation of the housing and real estate markets and overall economy, including the unemployment rate. The decrease in the allowance for loan losses reflects the generally stabilizing trend in overall asset quality experienced since 2010 as total delinquencies have continued a downward trend. Total delinquencies declined $29.5 million to $518.9 million at March 31, 2012, from $548.4 million at December 31, 2011, due to a decrease of $52.2 million in early stage loan delinquencies (loans 30-89 days past due), partially offset by an increase in non-performing loans. Non-performing loans, which are comprised primarily of mortgage loans, increased $22.7 million to $355.6 million, or 2.66% of total loans, at March 31, 2012, from $332.9 million, or 2.51% of total loans, at December 31, 2011. The increase in non-performing loans at March 31, 2012 compared to December 31, 2011 was primarily due to an increase of $27.5 million in non-performing multi-family mortgage loans, resulting from loans which were modified in a troubled debt restructuring during the 2012 first quarter, partially offset by a decrease of $5.7 million in non-performing one-to-four family mortgage loans. Net loan charge-offs totaled $17.3 million, or fifty-two basis points of average loans outstanding, annualized, for the three months ended March 31, 2012. This compares to $19.0 million, or fifty-four basis points of average loans outstanding, annualized, for the three months ended March 31, 2011. Despite the improved credit metrics of the loan portfolio, including the decline in total loan delinquencies, we felt it prudent, at this time, to maintain our strong allowance for loan losses coverage ratio. The allowance for loan losses as a percentage of total loans was 1.12% at March 31, 2012, compared to 1.18% at December 31, 2011. The allowance for loan losses as a percentage of non-performing loans decreased to 42.16% at March 31, 2012, from 47.22% at December 31, 2011, primarily due to the increase in non-performing loans. The changes in non-performing loans during any period are taken into account when determining the allowance for loan losses because the allowance coverage percentages we apply to our non-

51

performing loans are higher than the allowance coverage percentages applied to our performing loans. In determining our allowance coverage percentages for non-performing loans, we consider our aggregate historical loss experience with respect to the ultimate disposition of the underlying collateral.

When analyzing our asset quality trends and coverage ratios, consideration is given to the accounting for non-performing loans, particularly when reviewing our allowance for loan losses to non-performing loans ratio. Included in our non-performing loans are one-to-four family mortgage loans which are 180 days or more past due. We update our estimates of collateral values on one-to-four family mortgage loans at 180 days past due and annually thereafter. If the estimated fair value of the loan collateral less estimated selling costs is less than the recorded investment in the loan, a charge-off of the difference is recorded to reduce the loan to its estimated fair value less estimated selling costs. Therefore, certain losses inherent in our non-performing one-to-four family mortgage loans are being recognized through a charge-off at 180 days of delinquency and annually thereafter. The impact of updating these estimates of collateral value and recognizing any required charge-offs is to increase charge-offs and reduce the allowance for loan losses required on these loans. Therefore, when reviewing the adequacy of the allowance for loan losses as a percentage of non-performing loans, the impact of these charge-offs is considered. At March 31, 2012, non-performing loans included one-to-four family mortgage loans which were 180 days or more past due totaling $258.4 million, net of $80.2 million in charge-offs related to such loans, which had a related allowance for loan losses totaling $10.4 million. At December 31, 2011, non-performing loans included one-to-four family mortgage loans which were 180 days or more past due totaling $256.4 million, net of $77.1 million in charge-offs related to such loans, which had a related allowance for loan losses totaling $7.7 million.

While ratio analyses are used as a supplemental tool for evaluating the overall reasonableness of the allowance for loan losses, the adequacy of the allowance for loan losses is ultimately determined by the actual losses and charges recognized in the portfolio. We update our loss analyses quarterly to ensure that our allowance coverage percentages are adequate and the overall allowance for loan losses is our best estimate of loss as of a particular point in time. Our 2012 first quarter analysis of loss severity on one-to-four family mortgage loans, defined as the ratio of net write-downs taken through disposition of the asset (typically the sale of REO) to the loan’s original principal balance, during the twelve months ended December 31, 2011 indicated an average loss severity of approximately 31%, compared to approximately 30% in our 2011 fourth quarter analysis. Our analysis in the 2012 first quarter primarily reviewed one-to-four family REO sales which occurred during the twelve months ended December 31, 2011 and included both full documentation and reduced documentation loans in a variety of states with varying years of origination. Our 2012 first quarter analysis of charge-offs on multi-family and commercial real estate loans, primarily related to loan sales, during the twelve months ended December 31, 2011 indicated an average loss severity of approximately 31%, compared to approximately 28% in our 2011 fourth quarter analysis. We consider our average loss severity experience as a gauge in evaluating the overall adequacy of our allowance for loan losses. However, the uniqueness of each multi-family and commercial real estate loan, particularly multi-family loans within New York City, many of which are rent stabilized, is also factored into our analyses. We believe that using the loss experience of the past year (twelve months prior to the quarterly analysis) is reflective of the current economic and real estate environment. The ratio of the allowance for loan losses to non-performing loans was approximately 42% at March 31, 2012, which exceeds our average loss severity experience for our mortgage loan portfolios,

52

supporting our determination that our allowance for loan losses is adequate to cover potential losses.

We update our estimates of collateral value for one-to-four family mortgage loans at 180 days past due and annually thereafter and for loans to borrowers who have filed for bankruptcy initially when we are notified of the bankruptcy filing. Updated estimates of collateral value for one-to-four family loans are obtained primarily through automated valuation models. Additionally, our loan servicer performs property inspections to monitor and manage the collateral on our one-to-four family loans when they become 45 days past due and monthly thereafter until the foreclosure process is complete. We update our estimates of collateral value for non-performing multi-family and commercial real estate mortgage loans with balances of $1.0 million or greater when the loans initially become non-performing and multi-family and commercial real estate loans modified in a troubled debt restructuring at the time of the modification. For multi-family and commercial real estate properties, we estimate collateral value through independent third party appraisals or internal cash flow analyses, when current financial information is available, coupled with, in most cases, an inspection of the property. Appraisals on multi-family and commercial real estate loans are reviewed by our internal certified appraisers. Annually thereafter, inspections of these properties are performed to monitor the collateral. We also obtain updated estimates of collateral for certain other loans when the Asset Classification Committee believes repayment of such loans may be dependent on the value of the underlying collateral. Adjustments to final appraised values obtained from independent third party appraisers and automated valuation models are not made. We monitor property value trends in our market areas to determine what impact, if any, such trends may have on our loan-to-value ratios and the adequacy of the allowance for loan losses.

During the 2012 first quarter, total delinquencies decreased primarily due to a decrease in early stage loan delinquencies, partially offset by an increase in non-performing loans. Net loan charge-offs decreased for the 2012 first quarter to $17.3 million compared to $31.2 million for the 2011 fourth quarter, primarily due to charge-offs in the 2011 fourth quarter related to certain delinquent and non-performing loans transferred to held-for-sale and certain impaired multi-family and commercial real estate mortgage loans. The national unemployment rate decreased to 8.2% for March 2012 and there were job gains for the quarter totaling 635,000 at the time of our analysis. We continued to update our charge-off and loss analysis during the 2012 first quarter and modified our allowance coverage percentages accordingly. As a result of these factors, our allowance for loan losses decreased compared to December 31, 2011 and totaled $149.9 million at March 31, 2012 which resulted in a provision for loan losses of $10.0 million for the 2012 first quarter.

There are no material assumptions relied on by management which have not been made apparent in our disclosures or reflected in our asset quality ratios and activity in the allowance for loan losses. We believe our allowance for loan losses has been established and maintained at levels that reflect the risks inherent in our loan portfolio, giving consideration to the composition and size of our loan portfolio, delinquencies and non-accrual and non-performing loans, our loss history and the current economic environment. The balance of our allowance for loan losses represents management’s best estimate of the probable inherent losses in our loan portfolio at March 31, 2012 and December 31, 2011.

For further discussion of the methodology used to determine the allowance for loan losses, see “Critical Accounting Policies-Allowance for Loan Losses” and for further discussion of our loan

53

portfolio composition and non-performing loans, see “Asset Quality” and Note 4 of Notes to Consolidated Financial Statements in Item 1, “Financial Statements (Unaudited).”

Non-Interest Income

Non-interest income increased $1.6 million to $19.6 million for the three months ended March 31, 2012, from $18.0 million for the three months ended March 31, 2011. This increase was primarily due to gain on sales of securities in the 2012 first quarter and an increase in other non-interest income, partially offset by decreases in customer service fees and mortgage banking income, net.

During the three months ended March 31, 2012, we sold mortgage-backed securities from the available-for-sale portfolio with an amortized cost of $51.8 million resulting in gross realized gains totaling $2.5 million. There were no sales of securities during the three months ended March 31, 2011. Other non-interest income increased $1.2 million to $1.9 million for the three months ended March 31, 2012, from $721,000 for the three months ended March 31, 2011. This increase was primarily due to an increase in net gain on sales of non-performing loans held-for-sale and a decrease in lower of cost or market write-downs recorded on such loans.

Customer service fees decreased $1.2 million to $10.5 million for the three months ended March 31, 2012, from $11.7 million for the three months ended March 31, 2011. This decrease was primarily due to decreases in commissions on sales of annuities, overdraft fees related to transaction accounts and ATM fees. Mortgage banking income, net, which includes loan servicing fees, net gain on sales of loans, amortization of MSR and valuation allowance adjustments for the impairment of MSR, decreased $1.0 million to $1.4 million for the three months ended March 31, 2012, from $2.4 million for the three months ended March 31, 2011. This decrease was primarily due to decreases in the recovery recorded in the valuation allowance for the impairment of MSR and net gain on sales of loans, coupled with an increase in amortization of MSR.

Non-Interest Expense

Non-interest expense increased $12.6 million to $82.2 million for the three months ended March 31, 2012, from $69.6 million for the three months ended March 31, 2011, primarily due to increases in FDIC insurance premium expense and compensation and benefits expense. Our percentage of general and administrative expense to average assets, annualized, increased to 1.92% for the three months ended March 31, 2012, from 1.55% for the three months ended March 31, 2011, due to the increase in general and administrative expense, coupled with a decrease in average assets, for the three months ended March 31, 2012, compared to the three months ended March 31, 2011.

FDIC insurance premium expense increased $5.7 million to $11.2 million for the three months ended March 31, 2012, from $5.5 million for the three months ended March 31, 2011. On February 7, 2011, the FDIC adopted a final rule that redefined the assessment base for deposit insurance assessments as average consolidated total assets minus average tangible equity, rather than on deposit bases, as required by the Reform Act, and revised the risk-based assessment system for all large insured depository institutions effective April 1, 2011 which resulted in significantly higher FDIC insurance premium expense. For further discussion of the changes in

54

FDIC insurance premiums, see Part I, Item 1, “Business – Regulation and Supervision,” and Item 1A, “Risk Factors,” of our 2011 Annual Report on Form 10-K.

Compensation and benefits expense increased $5.7 million to $42.2 million for the three months ended March 31, 2012, from $36.5 million for the three months ended March 31, 2011. This increase was primarily due to one-time net charges totaling $3.4 million associated with cost control initiatives implemented during the 2012 first quarter and an increase of $1.7 million in pension and other postretirement benefits expense. Over the past two years, we have incurred higher overall non-interest expense related to regulatory compliance and investment in our growing business lines, particularly multi-family and commercial real estate mortgage lending. In an effort to offset such increases in our non-interest expense we completed a corporate wide review of all components of compensation and staffing levels for the purpose of identifying areas where we could potentially recognize cost savings and efficiencies. We instituted a salary freeze for executive and senior officers and eliminated stock-based compensation awards for 2012. We reviewed our staffing levels and retirement benefit plans and identified additional savings. The additional savings identified included the elimination of 142 positions. In addition, our Board of Directors approved amendments to our defined benefit pension plans which will, among other things, suspend the accrual of additional pension benefits effective April 30, 2012 which resulted in a decline in our benefit obligations and an increase in the funded status and will result in a reduction of future net periodic pension cost. It is anticipated that the savings resulting from these actions will enable us to control or limit the overall increase in our non-interest expense during the remainder of 2012.

Income Tax Expense

For the three months ended March 31, 2012, income tax expense totaled $5.6 million, representing an effective tax rate of 35.8%, compared to $15.6 million for the three months ended March 31, 2011, representing an effective tax rate of 36.2%.

Asset Quality

One of our key operating objectives has been and continues to be to maintain a high level of asset quality. We continue to employ sound underwriting standards for new loan originations. Through a variety of strategies, including, but not limited to, collection efforts and the marketing of delinquent and non-performing loans and foreclosed properties, we have been proactive in addressing problem and non-performing assets which, in turn, has helped to maintain the strength of our financial condition.

The composition of our loan portfolio, by property type, has remained relatively consistent over the last several years. At March 31, 2012 our loan portfolio was comprised of 79% one-to-four family mortgage loans, 14% multi-family mortgage loans, 5% commercial real estate loans and 2% other loan categories. This compares to 80% one-to-four family mortgage loans, 13% multi-family mortgage loans, 5% commercial real estate loans and 2% other loan categories at December 31, 2011. Full documentation loans comprised 86% of our one-to-four family mortgage loan portfolio at March 31, 2012, compared to 85% at December 31, 2011 and comprised 88% of our total mortgage loan portfolio at March 31, 2012 and December 31, 2011.

55

The following table provides further details on the composition of our one-to-four family mortgage loan portfolio in dollar amounts and percentages of the portfolio at the dates indicated.

	At March 31, 2012					At December 31, 2011
(Dollars in Thousands)	Amount		Percent of Total			Amount		Percent of Total
One-to-four family:
Full documentation interest-only (1)	$	2,477,589		23.49	%	$	2,695,940		25.53	%
Full documentation amortizing		6,542,757		62.05			6,308,047		59.73
Reduced documentation interest-only (1)(2)		1,106,631		10.49			1,145,340		10.84
Reduced documentation amortizing (2)		418,384		3.97			412,212		3.90
Total one-to-four family	$	10,545,361		100.00	%	$	10,561,539		100.00	%

(1)

Interest-only loans require the borrower to pay interest only during the first ten years of the loan term.  After the tenth anniversary of the loan, principal and interest payments are required to amortize the loan over the remaining loan term.  Includes interest-only hybrid ARM loans originated prior to 2007 which were underwritten at the initial note rate, which may have been a discounted rate, totaling $2.41 billion at March 31, 2012 and $2.50 billion at December 31, 2011.

(2)

Includes SISA loans totaling $236.8 million at March 31, 2012 and $240.7 million at December 31, 2011.

We continue to adhere to prudent underwriting standards. We underwrite our one-to-four family mortgage loans primarily based upon our evaluation of the borrower’s ability to pay. We do not originate negative amortization loans, payment option loans or other loans with short-term interest-only periods. Additionally, we do not originate one-year ARM loans. The ARM loans in our portfolio which currently reprice annually represent hybrid ARM loans (interest-only and amortizing) which have passed their initial fixed rate period. In 2006, we began underwriting our one-to-four family interest-only hybrid ARM loans based on a fully amortizing loan (in effect, underwriting interest-only hybrid ARM loans as if they were amortizing hybrid ARM loans). Prior to 2007, we would underwrite our one-to-four family interest-only hybrid ARM loans using the initial note rate, which may have been a discounted rate. In 2007, we began underwriting our one-to-four family interest-only hybrid ARM loans at the higher of the fully indexed rate or the initial note rate. In 2009, we began underwriting our one-to-four family interest-only and amortizing hybrid ARM loans at the higher of the fully indexed rate, the initial note rate or 6.00%. During the 2010 second quarter, we reduced the underwriting interest rate floor from 6.00% to 5.00% to reflect the current interest rate environment. During the 2010 third quarter, we stopped offering interest-only loans. Our reduced documentation loans are comprised primarily of SIFA (stated income, full asset) loans. To a lesser extent, reduced documentation loans in our portfolio also include SISA (stated income, stated asset) loans. SIFA and SISA loans required a prospective borrower to complete a standard mortgage loan application. During the 2007 fourth quarter, we stopped offering reduced documentation loans.

The market does not apply a uniform definition of what constitutes “subprime” lending. Our reference to subprime lending relies upon the “Statement on Subprime Mortgage Lending” issued by the federal bank regulatory agencies, or the Agencies, on June 29, 2007, which further references the “Expanded Guidance for Subprime Lending Programs,” or the Expanded Guidance, issued by the Agencies by press release dated January 31, 2001. In the Expanded Guidance, the Agencies indicated that subprime lending does not refer to individual subprime loans originated and managed, in the ordinary course of business, as exceptions to prime risk selection standards. The Agencies recognize that many prime loan portfolios will contain such accounts. The Agencies also excluded prime loans that develop credit problems after acquisition and community development loans from the subprime arena. According to the Expanded Guidance, subprime loans are other loans to borrowers which display one or more characteristics

56

of reduced payment capacity. Five specific criteria, which are not intended to be exhaustive and are not meant to define specific parameters for all subprime borrowers and may not match all markets or institutions’ specific subprime definitions, are set forth, including having a credit (FICO) score of 660 or below. However, we do not associate a particular FICO score with our definition of subprime loans. Consistent with the guidance provided by federal bank regulatory agencies, we consider subprime loans to be loans to borrowers with a credit history containing one or more of the following at the time of origination: (1) bankruptcy within the last four years; (2) foreclosure within the last two years; or (3) two 30 day mortgage delinquencies in the last twelve months. In addition, subprime loans generally display the risk layering of the following features: high debt-to-income ratio; low or no cash reserves; loan-to-value ratios over 90%; short-term interest-only periods or negative amortization loan products; or reduced or no documentation loans. Our current underwriting standards would generally preclude us from originating loans to borrowers with a credit history containing a bankruptcy or a foreclosure within the last five years or two 30 day mortgage delinquencies in the last twelve months. Based upon the definition and exclusions described above, we are a prime lender. Within our portfolio of one-to-four family mortgage loans, we have loans to borrowers who had FICO scores of 660 or below at the time of origination. However, as a portfolio lender we underwrite our loans considering all credit criteria, as well as collateral value, and do not base our underwriting decisions solely on FICO scores. Based on our underwriting criteria, particularly the average loan-to-value ratios at origination, we consider our loans to borrowers with FICO scores of 660 or below at origination to be prime loans.

Although FICO scores are considered as part of our underwriting process, they have not always been recorded on our mortgage loan system and are not available for all of the one-to-four family mortgage loans on our mortgage loan system. However, substantially all of our one-to-four family mortgage loans originated since March 2005 have FICO scores as of the loan origination date (original FICO scores) available on our mortgage loan system. One-to-four family mortgage loans which had original FICO scores available on our mortgage loan system totaled $9.33 billion at March 31, 2012 and $9.30 billion at December 31, 2011, or 88% of our total one-to-four family mortgage loan portfolio at the respective dates, of which 5%, or $424.3 million at March 31, 2012 and $433.6 million at December 31, 2011, had original FICO scores of 660 or below. Of our one-to-four family mortgage loans to borrowers with known original FICO scores of 660 or below, 71% are interest-only loans and 29% are amortizing loans at March 31, 2012 and December 31, 2011. In addition, 67% of our loans to borrowers with known original FICO scores of 660 or below were full documentation loans and 33% were reduced documentation loans at March 31, 2012 and December 31, 2011. We believe the aforementioned loans, when originated, were amply collateralized and otherwise conformed to our prime lending standards and do not present a greater risk of loss or other asset quality risk relative to comparable loans in our portfolio to other borrowers with higher credit scores.

We have enhanced the FICO score data on our mortgage loan system to record, when available, current FICO scores on our borrowers. At March 31, 2012, one-to-four family mortgage loans which had current FICO scores available on our mortgage loan system totaled $10.14 billion, or 96% of our total one-to-four family mortgage loan portfolio, of which $898.1 million, or 9%, had current FICO scores of 660 or below. At December 31, 2011, one-to-four family mortgage loans which had current FICO scores available on our mortgage loan system totaled $9.47 billion, or 90% of our total one-to-four family mortgage loan portfolio, of which $918.1 million, or 10%, had current FICO scores of 660 or below. Of our one-to-four family mortgage loans to borrowers with known current FICO scores of 660 or below, 63% are interest-only loans and

57

37% are amortizing loans at March 31, 2012 and December 31, 2011. In addition, 62% of our loans to borrowers with known current FICO scores of 660 or below were full documentation loans and 38% were reduced documentation loans at March 31, 2012 and December 31, 2011.

Non-Performing Assets

The following table sets forth information regarding non-performing assets at the dates indicated.

(Dollars in Thousands)	At March 31, 2012			At December 31, 2011
Non-accrual delinquent mortgage loans	$	349,131		$	326,627
Non-accrual delinquent consumer and other loans		6,437			6,068
Mortgage loans delinquent 90 days or more and still accruing interest (1)		-			162
Total non-performing loans (2)		355,568			332,857
REO, net (3)		39,931			48,059
Total non-performing assets	$	395,499		$	380,916
Non-performing loans to total loans		2.66	%		2.51	%
Non-performing loans to total assets		2.08			1.96
Non-performing assets to total assets		2.31			2.24
Allowance for loan losses to non-performing loans		42.16			47.22
Allowance for loan losses to total loans		1.12			1.18

(1)	Consists primarily of loans delinquent 90 days or more as to their maturity date but not their interest due.
(2)	Excludes loans which have been modified in a troubled debt restructuring and are accruing and performing in accordance with the restructured terms for a satisfactory period of time, generally six months.  Restructured accruing loans totaled $75.8 million at March 31, 2012 and $73.7 million at December 31, 2011.  Loans modified in a troubled debt restructuring included in non-performing loans totaled $43.5 million at March 31, 2012 and $18.8 million at  December 31, 2011.
(3)	REO, all of which are one-to-four family properties, is net of allowance for losses totaling $2.6 million at March 31, 2012 and $2.5 million at December 31, 2011.

Total non-performing assets increased $14.6 million to $395.5 million at March 31, 2012, from $380.9 million at December 31, 2011, due to an increase in non-performing loans, partially offset by a decrease of $8.1 million in REO, net. Non-performing loans, the most significant component of non-performing assets, increased $22.7 million to $355.6 million at March 31, 2012, from $332.9 million at December 31, 2011, primarily due to an increase of $27.5 million in non-performing multi-family mortgage loans, partially offset by a decrease of $5.7 million in one-to-four family mortgage loans. The increase in non-performing multi-family mortgage loans at March 31, 2012, compared to December 31, 2011, is primarily the result of loans which were modified in a troubled debt restructuring during the 2012 first quarter which are placed on non-accrual status until the borrowers demonstrate a period of performance according to the restructured terms, generally for a period of six months. Non-performing one-to-four family mortgage loans continue to reflect a greater concentration of reduced documentation loans. Reduced documentation loans represent only 14% of the one-to-four family mortgage loan portfolio, yet represent 53% of non-performing one-to-four family mortgage loans at March 31, 2012. The ratio of non-performing loans to total loans increased to 2.66% at March 31, 2012, from 2.51% at December 31, 2011. The ratio of non-performing assets to total assets increased to 2.31% at March 31, 2012, from 2.24% at December 31, 2011. The increases in these ratios are primarily attributable to the increases in non-performing loans and non-performing assets at March 31, 2012 compared to December 31, 2011.

We proactively manage our non-performing assets, in part, through the sale of certain delinquent and non-performing loans. Included in loans held-for-sale, net, are delinquent and non-

58

performing mortgage loans totaling $4.9 million at March 31, 2012 and $19.7 million at December 31, 2011. Non-performing loans held-for-sale were comprised primarily of multi-family and commercial real estate loans at March 31, 2012 and December 31, 2011. Such loans are excluded from non-performing loans, non-performing assets and related ratios. During the three months ended March 31, 2012, we sold $14.6 million of delinquent and non-performing mortgage loans, primarily multi-family loans. The sale of such loans did not have an impact on our non-performing loans and non-performing assets or related ratios.

The following table provides further details on the composition of our non-performing one-to-four family mortgage loans in dollar amounts and percentages of the portfolio, at the dates indicated.

	At March 31, 2012					At December 31, 2011
(Dollars in Thousands)	Amount		Percent of Total			Amount		Percent of Total
Non-performing one-to-four family:
Full documentation interest-only	$	101,662		32.57	%	$	107,503		33.82	%
Full documentation amortizing		46,471		14.88			43,937		13.82
Reduced documentation interest-only		126,656		40.57			131,301		41.31
Reduced documentation amortizing		37,413		11.98			35,126		11.05
Total non-performing one-to-four family	$	312,202		100.00	%	$	317,867		100.00	%

The following table provides details on the geographic composition of both our total and non-performing one-to-four family mortgage loans at March 31, 2012.

	One-to-Four Family Mortgage Loans
	At March 31, 2012
(Dollars in Millions)	Total Loans		Percent of Total Loans			Total Non-Performing Loans		Percent of Total Non-Performing Loans			Non-Performing Loans as Percent of State Totals
State:
New York	$	3,001.5		28.5	%	$	44.6		14.2	%		1.49	%
Illinois		1,209.7		11.4			46.4		14.9			3.84
Connecticut		1,123.6		10.7			29.9		9.6			2.66
Massachusetts		821.9		7.8			11.0		3.5			1.34
New Jersey		753.6		7.1			57.4		18.4			7.62
California		663.8		6.3			29.2		9.4			4.40
Virginia		634.9		6.0			11.8		3.8			1.86
Maryland		611.0		5.8			39.3		12.6			6.43
Washington		300.8		2.9			3.5		1.1			1.16
Texas		262.7		2.5			-		-			-
All other states (1) (2)		1,161.9		11.0			39.1		12.5			3.37
Total	$	10,545.4		100.0	%	$	312.2		100.0	%		2.96	%

(1) (2) Includes 25 states and Washington, D.C. Includes Florida with $191.3 million total loans, of which $22.0 million are non-performing loans.

At March 31, 2012, the geographic composition of our multi-family and commercial real estate mortgage loan portfolio was 95% in the New York metropolitan area, which includes New York, New Jersey and Connecticut, 3% in Florida and 2% in various other states and the geographic composition of non-performing multi-family and commercial real estate mortgage loans was 66% in the New York metropolitan area and 34% in Florida.

59

We discontinue accruing interest on loans when they become 90 days delinquent as to their payment due date. In addition, we reverse all previously accrued and uncollected interest through a charge to interest income. While loans are in non-accrual status, interest due is monitored and income is recognized only to the extent cash is received until a return to accrual status is warranted. If all non-accrual loans at March 31, 2012 and 2011 had been performing in accordance with their original terms, we would have recorded interest income, with respect to such loans, of $4.8 million for the three months ended March 31, 2012 and $5.4 million for the three months ended March 31, 2011. This compares to actual payments recorded as interest income, with respect to such loans, of $835,000 for the three months ended March 31, 2012 and $1.1 million for the three months ended March 31, 2011.

We may agree to modify the contractual terms of a borrower’s loan. In cases where such modifications represent a concession to a borrower experiencing financial difficulty, the modification is considered a troubled debt restructuring. Loans modified in a troubled debt restructuring are placed on non-accrual status until we determine that future collection of principal and interest is reasonably assured, which requires that the borrower demonstrate performance according to the restructured terms generally for a period of six months. Loans modified in a troubled debt restructuring which are included in non-accrual loans increased $24.7 million to $43.5 million at March 31, 2012, from $18.8 million at December 31, 2011, primarily due to multi-family mortgage loans modified in a troubled debt restructuring during the 2012 first quarter. Excluded from non-performing assets are loans modified in a troubled debt restructuring that have complied with the terms of their restructure agreement for a satisfactory period of time and have, therefore, been returned to accrual status. Restructured accruing loans totaled $75.8 million at March 31, 2012 and $73.7 million at December 31, 2011.

In addition to non-performing loans, we had $183.4 million of potential problem loans at March 31, 2012, compared to $195.8 million at December 31, 2011. Such loans include loans which are 60-89 days delinquent as shown in the following table and certain other internally adversely classified loans.

60

Delinquent Loans

The following table shows a comparison of delinquent loans at the dates indicated. Delinquent loans are reported based on the number of days the loan payments are past due.

	30-59 Days Past Due					60-89 Days Past Due					90 Days or More Past Due
(Dollars in Thousands)	Number of Loans		Amount			Number of Loans		Amount			Number of Loans		Amount
At March 31, 2012:
Mortgage loans:
One-to-four family		318	$	95,221			86	$	27,859			1,016	$	312,202
Multi-family		36		19,628			8		5,502			20		35,497
Commercial real estate		5		2,942			3		6,415			2		1,432
Consumer and other loans		96		3,995			24		1,770			61		6,437
Total delinquent loans		455	$	121,786			121	$	41,546			1,099	$	355,568
Delinquent loans to total loans				0.91	%				0.31	%				2.66	%
At December 31, 2011:
Mortgage loans:
One-to-four family		357	$	128,562			111	$	31,253			1,027	$	317,867
Multi-family		42		29,109			12		14,915			11		8,022
Commercial real estate		3		4,882			2		1,060			1		900
Consumer and other loans		94		4,187			33		1,587			54		6,068
Total delinquent loans		496	$	166,740			158	$	48,815			1,093	$	332,857
Delinquent loans to total loans				1.26	%				0.37	%				2.51	%

Allowance for Loan Losses

The following table summarizes activity in the allowance for loan losses.

(In Thousands)	For the Three Months Ended March 31, 2012
Balance at January 1, 2012	$	157,185
Provision charged to operations		10,000
Charge-offs:
One-to-four family		(17,704	)
Multi-family		(432	)
Commercial real estate		(339	)
Consumer and other loans		(600	)
Total charge-offs		(19,075	)
Recoveries:
One-to-four family		1,623
Multi-family		77
Commercial real estate		1
Consumer and other loans		88
Total recoveries		1,789
Net charge-offs (1)		(17,286	)
Balance at March 31, 2012	$	149,899
(1)   Includes net charge-offs related to one-to-four family reduced documentation mortgage loans totaling $6.7 million.

61

ITEM 3.     Quantitative and Qualitative Disclosures about Market Risk

As a financial institution, the primary component of our market risk is interest rate risk. The objective of our interest rate risk management policy is to maintain an appropriate mix and level of assets, liabilities and off-balance sheet items to enable us to meet our earnings and/or growth objectives, while maintaining specified minimum capital levels as required by our primary banking regulator, in the case of Astoria Federal, and as established by our Board of Directors. We use a variety of analyses to monitor, control and adjust our asset and liability positions, primarily interest rate sensitivity gap analysis, or gap analysis, and net interest income sensitivity analysis. Additional interest rate risk modeling is done by Astoria Federal in conformity with regulatory requirements.

Gap Analysis

Gap analysis measures the difference between the amount of interest-earning assets anticipated to mature or reprice within specific time periods and the amount of interest-bearing liabilities anticipated to mature or reprice within the same time periods. Gap analysis does not indicate the impact of general interest rate movements on our net interest income because the actual repricing dates of various assets and liabilities will differ from our estimates and it does not give consideration to the yields and costs of the assets and liabilities or the projected yields and costs to replace or retain those assets and liabilities. Callable features of certain assets and liabilities, in addition to the foregoing, may also cause actual experience to vary from the analysis.

The following table, referred to as the Gap Table, sets forth the amount of interest-earning assets and interest-bearing liabilities outstanding at March 31, 2012 that we anticipate will reprice or mature in each of the future time periods shown using certain assumptions based on our historical experience and other market-based data available to us. The Gap Table includes $1.95 billion of callable borrowings classified according to their maturity dates, primarily in the more than three years to five years and more than five years categories, which are callable within one year and at various times thereafter. In addition, the Gap Table includes callable securities with an amortized cost of $54.9 million classified according to their maturity dates, in the more than five years category, which are callable within one year and at various times thereafter. The classification of callable borrowings and securities according to their maturity dates is based on our experience with, and expectations of, these types of instruments and the current interest rate environment. As indicated in the Gap Table, our one-year cumulative gap at March 31, 2012 was positive 2.38% compared to positive 1.50% at December 31, 2011. The change in our one-year cumulative gap is primarily due to a decrease in the balances of our deposit liabilities, in particular our certificates of deposit, partially offset by an increase in borrowings, projected to mature or reprice within one year at March 31, 2012, compared to December 31, 2011.

62

	At March 31, 2012
(Dollars in Thousands)	One Year or Less			More than One Year to Three Years			More than Three Years to Five Years			More than Five Years			Total
Interest-earning assets:
Mortgage loans (1)	$	5,205,568		$	3,981,540		$	3,263,386		$	251,823		$	12,702,317
Consumer and other loans (1)		264,777			4,769			12			36			269,594
Interest-earning cash accounts		58,144			-			-			-			58,144
Securities available-for-sale		156,335			90,239			15,816			32,185			294,575
Securities held-to-maturity		613,882			695,729			489,420			374,049			2,173,080
FHLB-NY stock		-			-			-			146,598			146,598
Total interest-earning assets		6,298,706			4,772,277			3,768,634			804,691			15,644,308
Net unamortized purchase premiums and deferred costs (2)		42,630			34,140			26,057			7,039			109,866
Net interest-earning assets (3)		6,341,336			4,806,417			3,794,691			811,730			15,754,174
Interest-bearing liabilities:
Savings		458,852			425,916			425,916			1,500,534			2,811,218
Money market		577,384			272,004			272,004			45,051			1,166,443
NOW and demand deposit		97,871			195,761			195,761			1,435,680			1,925,073
Certificates of deposit		3,269,438			1,052,839			887,637			-			5,209,914
Borrowings, net		1,529,800			575,000			1,150,000			1,078,866			4,333,666
Total interest-bearing liabilities		5,933,345			2,521,520			2,931,318			4,060,131			15,446,314
Interest sensitivity gap		407,991			2,284,897			863,373			(3,248,401	)	$	307,860
Cumulative interest sensitivity gap	$	407,991		$	2,692,888		$	3,556,261		$	307,860
Cumulative interest sensitivity gap as a percentage of total assets		2.38	%		15.74	%		20.78	%		1.80	%
Cumulative net interest-earning assets as a percentage of interest- bearing liabilities		106.88	%		131.85	%		131.23	%		101.99	%

(1)	Mortgage loans and consumer and other loans include loans held-for-sale and exclude non-performing loans and the allowance for loan losses.
(2)	Net unamortized purchase premiums and deferred costs are prorated.
(3)	Includes securities available-for-sale at amortized cost.

Net Interest Income Sensitivity Analysis

In managing interest rate risk, we also use an internal income simulation model for our net interest income sensitivity analyses. These analyses measure changes in projected net interest income over various time periods resulting from hypothetical changes in interest rates. The interest rate scenarios most commonly analyzed reflect gradual and reasonable changes over a specified time period, which is typically one year. The base net interest income projection utilizes similar assumptions as those reflected in the Gap Table, assumes that cash flows are reinvested in similar assets and liabilities and that interest rates as of the reporting date remain constant over the projection period. For each alternative interest rate scenario, corresponding changes in the cash flow and repricing assumptions of each financial instrument are made to determine the impact on net interest income.

We perform analyses of interest rate increases and decreases of up to 300 basis points although changes in interest rates of 200 basis points is a more common and reasonable scenario for analytical purposes. Assuming the entire yield curve was to increase 200 basis points, through quarterly parallel increments of 50 basis points, our projected net interest income for the twelve

63

month period beginning April 1, 2012 would increase by approximately 4.17% from the base projection. At December 31, 2011, in the up 200 basis point scenario, our projected net interest income for the twelve month period beginning January 1, 2012 would have increased by approximately 2.08% from the base projection. The current low interest rate environment prevents us from performing an income simulation for a decline in interest rates of the same magnitude and timing as our rising interest rate simulation, since certain asset yields, liability costs and related indices are below 2.00%. However, assuming the entire yield curve was to decrease 100 basis points, through quarterly parallel decrements of 25 basis points, our projected net interest income for the twelve month period beginning April 1, 2012 would decrease by approximately 4.95% from the base projection. At December 31, 2011, in the down 100 basis point scenario, our projected net interest income for the twelve month period beginning January 1, 2012 would have decreased by approximately 4.88% from the base projection. The down 100 basis point scenarios include some limitations as well since certain indices, yields and costs are already below 1.00%.

Various shortcomings are inherent in both gap analyses and net interest income sensitivity analyses. Certain assumptions may not reflect the manner in which actual yields and costs respond to market changes. Similarly, prepayment estimates and similar assumptions are subjective in nature, involve uncertainties and, therefore, cannot be determined with precision. Changes in interest rates may also affect our operating environment and operating strategies as well as those of our competitors. In addition, certain adjustable rate assets have limitations on the magnitude of rate changes over specified periods of time. Accordingly, although our net interest income sensitivity analyses may provide an indication of our interest rate risk exposure, such analyses are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income and our actual results will differ. Additionally, certain assets, liabilities and items of income and expense which may be affected by changes in interest rates, albeit to a much lesser degree, and which do not affect net interest income, are excluded from this analysis. These include income from bank owned life insurance and changes in the fair value of MSR. With respect to these items alone, and assuming the entire yield curve was to increase 200 basis points, through quarterly parallel increments of 50 basis points, our projected net income for the twelve month period beginning April 1, 2012 would increase by approximately $4.4 million. Conversely, assuming the entire yield curve was to decrease 100 basis points, through quarterly parallel decrements of 25 basis points, our projected net income for the twelve month period beginning April 1, 2012 would decrease by approximately $2.5 million with respect to these items alone.

For further information regarding our market risk and the limitations of our gap analysis and net interest income sensitivity analysis, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” included in our 2011 Annual Report on Form 10-K.

64

Item 4.     Controls and Procedures

Monte N. Redman, our President and Chief Executive Officer, and Frank E. Fusco, our Senior Executive Vice President, Treasurer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of March 31, 2012. Based upon their evaluation, they each found that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal controls over financial reporting that occurred during the three months ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.     Legal Proceedings

In the ordinary course of our business, we are routinely made a defendant in or a party to pending or threatened legal actions or proceedings which, in some cases, seek substantial monetary damages from or other forms of relief against us. In our opinion, after consultation with legal counsel, we believe it unlikely that such actions or proceedings will have a material adverse effect on our financial condition, results of operations or liquidity.

City of New York Notice of Determination

By “Notice of Determination” dated September 14, 2010 and August 26, 2011, the City of New York has notified us of alleged tax deficiencies in the amount of $13.3 million, including interest and penalties, related to our 2006 through 2008 tax years. The deficiencies relate to our operation of two subsidiaries of Astoria Federal, Fidata and AF Mortgage. Fidata is a passive investment company which maintains offices in Connecticut. AF Mortgage is an operating subsidiary through which Astoria Federal engages in lending activities outside the State of New York through our third party loan origination program. We disagree with the assertion of the tax deficiencies and we filed Petitions for Hearings with the City of New York on December 6, 2010 and October 5, 2011 to oppose the Notices of Determination and to consolidate the hearings. A hearing in this matter is expected to occur in the latter half of 2012. At this time, management believes it is more likely than not that we will succeed in refuting the City of New York’s position, although defense costs may be significant. Accordingly, no liability or reserve has been recognized in our consolidated statement of financial condition at March 31, 2012 with respect to this matter.

No assurance can be given as to whether or to what extent we will be required to pay the amount of the tax deficiencies asserted by the City of New York, whether additional tax will be assessed for years subsequent to 2008, that this matter will not be costly to oppose, that this matter will not have an impact on our financial condition or results of operations or that, ultimately, any such impact will not be material.

65

Automated Transactions LLC Litigation

On November 20, 2009, an action entitled Automated Transactions LLC v. Astoria Financial Corporation and Astoria Federal Savings and Loan Association was commenced in the Southern District Court against us by Automated Transactions LLC, alleging patent infringement involving integrated banking and transaction machines, including ATMs, that we utilize. We were served with the summons and complaint in such action on March 2, 2010. The plaintiff also filed a similar suit on the same day against another financial institution and its holding company. The plaintiff seeks unspecified monetary damages and an injunction preventing us from continuing to utilize the allegedly infringing machines. We are vigorously defending this lawsuit, and filed an answer and counterclaims to the plaintiff’s complaint on March 23, 2010, to which the plaintiff filed a reply on April 12, 2010.

On May 18, 2010, the plaintiff filed an amended complaint at the direction of the Southern District Court, containing substantially the same allegations as the original complaint. On May 27, 2010, we moved to dismiss the amended complaint. On March 10, 2011, the Southern District Court entered an order on the record that dismissed all claims against Astoria Financial Corporation but denied the motion to dismiss the claims against Astoria Federal for alleged direct patent infringement. The order also dismissed in part the claims against Astoria Federal for alleged inducement of our customers to violate plaintiff’s patents and for Astoria Federal’s allegedly willful violation of the plaintiff’s patents, allowing claims to continue only for alleged inducement and willful infringement after our receiving notice of the pending suit from plaintiff’s counsel. Based on the Southern District Court’s ruling, on March 31, 2011, we answered the amended complaint substantially denying the allegations of the amended complaint.

On July 22, 2011, we filed a motion to stay the action pending the outcome of an appeal pending before the Court of Appeals of the Delaware District Court’s ruling in the IYG action. The IYG action involves the same plaintiff making substantially similar allegations with respect to identical and substantially similar patents as those involved in the action against us. The Delaware District Court granted IYG’s motion for summary judgment. In our motion to stay, we asserted that, should the Court of Appeals uphold the Delaware District Court’s rulings, the Delaware District Court decision should be binding on the plaintiff in the litigation against us. By order dated March 15, 2012, our motion to stay was denied.

We have tendered requests for indemnification from the manufacturer and from the transaction processor utilized with respect to the integrated banking and transaction machines, and we served third party complaints against Metavante Corporation and Diebold, Inc. seeking to enforce our indemnification rights.

An adverse result in this lawsuit may include an award of monetary damages, on-going royalty obligations, and/or may result in a change in our business practice, which could result in a loss of revenue. We cannot at this time estimate the possible loss or range of loss, if any. No assurance can be given at this time that this litigation against us will be resolved amicably, that if this litigation results in an adverse decision that we will be successful in seeking indemnification, that this litigation will not be costly to defend, that this litigation will not have an impact on our financial condition or results of operations or that, ultimately, any such impact will not be material.

66

Lefkowitz Litigation

On February 27, 2012, a putative class action entitled Ellen Lefkowitz, individually and on behalf of all Persons similarly situated v. Astoria Federal Savings and Loan Association was commenced in the Supreme Court of The State of New York, County of Queens, against us alleging that during the proposed class period, we improperly charged overdraft fees to customer accounts when accounts were not overdrawn, improperly reordered electronic debit transactions from the highest to the lowest dollar amount and processed debits before credits to deplete accounts and maximize overdraft fee income. The complaint contains the further assertion that we did not adequately inform our customers that they had the option to “opt-out” of overdraft services. We were served with the summons and complaint in such action on February 29, 2012 and must reply on or before April 30, 2012. We cannot at this time estimate the possible loss or range of loss, if any. No assurance can be given at this time that this litigation against us will be resolved amicably, that this litigation will not be costly to defend, that this litigation will not have an impact on our financial condition or results of operations or that, ultimately, any such impact will not be material.

ITEM 1A.     Risk Factors

For a summary of risk factors relevant to our operations, see Part I, Item 1A, “Risk Factors,” in our 2011 Annual Report on Form 10-K. There were no material changes in risk factors relevant to our operations since December 31, 2011 except as discussed below.

Changes in regulatory standards imposed on us and similarly situated institutions under the Reform Act may have an impact on Astoria Federal’s ability to pay dividends to us in instances where capital is deemed by the regulatory agencies to be insufficient.

Capital standards imposed on us and similarly situated institutions have been and continue to be refined by bank regulatory agencies under the Reform Act. Deterioration of economic conditions and further changes to regulatory guidance could result in revised capital standards that may indicate the need for us or Astoria Federal to maintain greater capital positions, which could lead to limitations in dividend payments to us by Astoria Federal. If we do not receive sufficient cash dividends from Astoria Federal, then we may not have sufficient funds to pay dividends to our shareholders, repurchase our common stock or service our debt obligations.

ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 2012, there were no repurchases of our common stock. Our twelfth stock repurchase plan, approved by our Board of Directors on April 18, 2007, authorized the purchase of 10,000,000 shares, or approximately 10% of our common stock then outstanding, in open-market or privately negotiated transactions. At March 31, 2012, a maximum of 8,107,300 shares may yet be purchased under this plan. However, we are not currently repurchasing additional shares of our common stock and have not since the 2008 third quarter.

67

ITEM 3.     Defaults Upon Senior Securities

Not applicable.

ITEM 4.     Mine Safety Disclosures

Not applicable.

ITEM 5.     Other Information

Not applicable.

ITEM 6.     Exhibits

See Index of Exhibits on page 69.

SIGNATURES

Pursuant to the requirements 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
Dated:	May 10, 2012	By:	/s/	Monte N. Redman
				Monte N. Redman
				President and Chief Executive Officer
Dated:	May 10, 2012	By:	/s/	Frank E. Fusco
				Frank E. Fusco
				Senior Executive Vice President,
				Treasurer and Chief Financial Officer
				(Principal Accounting Officer)

68

ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX OF EXHIBITS

Exhibit No.	Identification of Exhibit
10.1	Astoria Federal Savings and Loan Association and Astoria Financial Corporation Directors’ Retirement Plan, as amended effective February 15, 2012.
10.2	Astoria Federal Savings and Loan Association Supplemental Benefit Plan, as amended effective April 30, 2012.
10.3	Astoria Federal Savings and Loan Association Excess Benefit Plan, as amended effective April 30, 2012.
10.4	Amendment to the Amended and Restated Employment Agreements between Astoria Financial Corporation and Astoria Federal Savings and Loan Association, respectively, and Gary T. McCann, dated as of March 23, 2012.
10.5	Amendment to the Amended and Restated Employment Agreements between Astoria Financial Corporation and Astoria Federal Savings and Loan Association, respectively, and Arnold K. Greenberg, dated as of March 30, 2012.
10.6	Form of Change of Control Severance Agreement by and among Astoria Federal Savings and Loan Association, Astoria Financial Corporation and those officers listed on the attached schedule.
31.1	Certifications of Chief Executive Officer.
31.2	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 SEC rules, this exhibit will not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section.
101.INS	XBRL Instance Document (1)
101.SCH	XBRL Taxonomy Extension Schema Document (1)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document (1)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (1)
101.DEF	XBRL Taxonomy Extension Definitions Linkbase Document (1)

(1) Pursuant to SEC rules, these interactive data file exhibits shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act or Section 18 of the Exchange Act or otherwise subject to the liability of those sections.

69

EX-10.1

Exhibit 10.1

ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION

and

ASTORIA FINANCIAL CORPORATION

DIRECTORS’ RETIREMENT PLAN

Effective January 1, 1990, as amended and restated effective April 1, 2006 and further amended and restated effective January 1, 2009 and February 15, 2012

1. Directors eligible to participate (“Eligible Directors”) in this Directors’ Retirement Plan (the “Plan”) shall only be those who serve, or have served, on or after January 1 1990, as directors on the Board of Directors of Astoria Federal Savings and Loan Association (the “Association”) or the Board of Directors of Astoria Financial Corporation (the “Company”) and are not and were not, on or before the date they have separated from service with any and all such Boards on which they have served (such date, for each director, the “Separation from Service”), full-time employees of the Association or institutions merged with the Association prior to the formation of the Company, or of companies merged with or acquired by the Association or Company thereafter.  Any Eligible Director who becomes a full-time employee of the Association or the Company on or before the director’s Separation from Service shall cease to be an Eligible Director, and shall no longer be able to participate in this Plan. Eligible Directors shall not include any director who first commenced service as a director on the Board of Directors of the Association or the Company after March 1, 1999.

2. The mandatory retirement age for members of the Board of Directors of the Association shall be as set forth in the Bylaws of the Association, as amended from time to time, as in effect on January 1, 1990 or, if later, the date on which the individual became an Eligible Director.

3. The mandatory retirement age for members of the Board of Directors of the Company shall be as set forth in the Bylaws of the Company, as amended from time to time, as in effect on January 1, 2004.

4. For purposes of determining benefits (the “Monthly Benefits”) under Paragraph 5 hereof the following definitions shall apply;

(a) Full Years of Service shall be the greater of years of service for the Board of Directors of the Association or the Company.  Years of Service on the Board of Directors of an Acquired Company shall be recognized as Years of Service with the Association or the Company in the case of any Eligible Director who (i) served on the Board of Directors of an Acquired Company immediately prior to its acquisition by the Association or the Company and (ii)

became a member of the Board of Directors of the Association or the Company immediately upon such acquisition.  In the event of a Change of Control (as defined below), Years of Service shall be computed as if the Eligible Director's service had continued through May 31st of the calendar year in which the Eligible Director's current term would expire.

(b) Monthly Fee for any Eligible Director as of any date shall mean the aggregate of the following: (i) one-twelfth of the annual retainer(s) rate in effect for service as a director of the Boards of Directors of the Association and the Company, (ii) one-twelfth of the annual retainer in effect for service as chairman of a committee of the Boards of Directors of the Association and the Company of which such Eligible Director is chairman; and (iii) one-twelfth of the aggregate per-meeting fees (if any) actually paid to such Eligible Director for attendance at meetings of the Board of Directors of the Association and the Company and any committees thereof during the twelve consecutive calendar month period ending with the month that includes the date in question.

(c) Acquired Company shall mean Fidelity New York, F.S.B., The Greater New York Savings Bank, Long Island Bancorp, Inc, and The Long Island Savings Bank, FSB.

5. The Monthly Benefit to which an Eligible Director shall be entitled shall be based upon the following vesting schedule:

Full Years of Service	Monthly Benefit, calculated by multiplying the percentage below by the Monthly Fee
Less than 10	0%
10	50%
11	55%
12	60%
13	65%
14	70%
15	75%
16	80%
17	85%
18	90%
19	95%
20 or more	100%

In the case of an Eligible Director who has received or is eligible to receive a benefit under another director retirement plan for service as a director of an Acquired Company, the Monthly Benefit payable under this Plan (when expressed as a single life annuity) shall be

reduced by the monthly benefit paid or payable under such other plan (when expressed as a single life annuity payable at the same time as the Monthly Benefit is payable under this Plan). 

Except as provided below with respect to Monthly Benefits which become payable following a Change of Control (as defined below), the Monthly Benefit shall be paid as follows:

(a) Normal Retirement:  Monthly Benefits shall be paid monthly commencing on the first day of the month following retirement upon reaching the later of the mandatory retirement ages set forth in the Bylaws of the Company and the Association as in effect on January 1, 2004 and January 1, 1990, respectively, or, if later, the date on which the individual became an Eligible Director.

(b) Early Retirement:  Monthly Benefits shall be paid monthly commencing on the later of the first day of the month following retirement or the first day of the month following attainment of age 65. For purposes of the Plan and subject to Paragraph 11, Early Retirement shall include all manner and means by which an Eligible Director ceases to serve as a director of the Company and the Association, excluding only normal retirement, removal for cause or, as provided in Paragraph 8, death.

(c) Disability:  Monthly Benefits shall be paid monthly commencing on the first day of the month following the date an Eligible Director ceases to serve on the Boards of Directors of the Company and the Association as a result of such Eligible Director’s disability, within the meaning of Paragraph 7 below.

6. The Plan is intended to be an unfunded plan and the Monthly Benefits will be paid as due by the Association from its general assets.

7. In the event that an Eligible Director’s service on the Boards of Directors of the Company and the Association ceases as a result of such Eligible Director’s disability, the Board of Directors of the Association may waive or accelerate the vesting of the Monthly Benefit that would otherwise be determined according to the vesting schedule in  Paragraph 5 of the Plan for such Eligible Director up to 100% of the Monthly Fee received by the Eligible Director..  Disability for this purpose shall mean any medically determinable physical or mental impairment which can be expected to result in death or to last for a continuous period of at least twelve (12) months and as a result of which either: (a) the Eligible Director is unable to engage in any substantial gainful activity or (b) the Eligible Director has been receiving income replacement benefits for a period of at least three (3) months under an accident and health plan covering employees of the Eligible Director’s employer, as determined by the Board of Directors of the Association in accordance with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder.

8. All benefits payable to an Eligible Director pursuant to the Plan shall terminate with the monthly payment made for the month that includes the date of death of the Eligible Director, unless the Eligible Director elects that benefits be paid in one of the following optional forms:

(a) a single lump sum payment

(b) fixed monthly installments for 120 months

(c) a joint and 100% survivor annuity

Where the Eligible Director has made such an election, benefit payments to a Beneficiary shall be made in accordance with the form of payment elected, and, if payments to the Eligible Director have not yet begun, shall commence as of the first day of the month following the later of the date of the Eligible Director’s termination of service on both the Boards of the Association and the Company or the date when the Eligible Director would have attained age 65 if he had survived to such date.  An election of an optional form of payment shall be in writing in the form and manner determined by the Board of Directors of the Association and must be made (i) within thirty (30) days of the date the director first becomes an Eligible Director.  An Eligible Director who is also entitled to a benefit under another plan for service as a director of The Long Island Savings Bank, FSB or Long Island Bancorp, Inc. shall be deemed to have elected fixed monthly installments for 120 months.  An Eligible Director who is also entitled to a benefit under another plan for service as a director of The Greater New York Savings Bank shall be deemed to have elected a joint and 100% survivor annuity form of payment with his spouse as his contingent annuitant.  The amount of any optional form of payment shall be determined by, and on the basis of, reasonable interest rate and mortality assumptions prescribed by an enrolled actuary selected by the Board of Directors of the Association such that the actuarial present value of the payments made under the optional form of payment are equivalent to the actuarial present value of the payments that would be made in the form of a single life annuity.

Where an Eligible Director elects a form of payment with a guaranteed minimum number of payments, the Eligible Director may designate a beneficiary or beneficiaries for any payments remaining to be made at the time of his death by filing a written notice with the Corporate Secretary prior to the Eligible Director’s death, in such form and manner as the Corporate Secretary may prescribe.  An Eligible Director who has designated a beneficiary or beneficiaries may change or revoke such designation prior to the Eligible Director’s death by means of a similar written instrument.  Where an Eligible Director elects a joint and survivor annuity form of payment, the Eligible Director may designate a contingent annuitant by filing a written notice with the Corporate Secretary prior to the commencement of payments or the Eligible Director’s death (whichever is earlier), in such form and manner as the Corporate Secretary may prescribe.  An Eligible Director who has designated a contingent annuitant may change or revoke such designation prior to the commencement of payments or the Eligible Director’s death (whichever is earlier) by means of a similar written instrument.  If no beneficiary shall have been designated or if any such designation

shall be ineffective, or in the event that no designated beneficiary survives the Eligible Director, payments due to a beneficiary shall be paid in a single lump sum to the Eligible Director’s personal representative, or if no personal representative is appointed within six (6) months after the Eligible Director’s death or such longer period as the Board of Directors of the Association deems reasonable in its discretion, to his surviving spouse, or if he has no surviving spouse, to his then living descendants, per stirpes. If any Eligible Director and any one or more of his designated beneficiary(ies) shall die in circumstances that leave substantial doubt as to who shall have been the first to die, the Eligible Director shall be deemed to have survived the deceased Beneficiary(ies). The presence of substantial doubt for such purposes shall be determined by the Board of Directors of the Association in its sole and absolute discretion. If the Eligible Director's designated contingent annuitant does not survive him, then no survivor benefit shall be paid under a joint and survivor annuity form of payment.

In the event an Eligible Director dies prior to the commencement of his Monthly Benefit without having elected an optional form of benefit that provides payments to a beneficiary or contingent, a lump sum death benefit shall be payable to such person's designated beneficiary and, if there is no designated beneficiary, to such person's surviving spouse and, if there is no surviving spouse, to such person's estate.  Such payment shall be made within thirty days after the Eligible Director's death and shall be in an amount equal to the accrued pension liability in respect of the Eligible Director calculated under generally accepted accounting principles and recorded on the books of the Company and/or the Association.

Notwithstanding anything in the Plan to the contrary, an Eligible Director may alternatively elect, in writing prior to January 1, 2009, that all benefits payable to him after December 31, 2008 under this Plan and all other plans under which he is eligible to receive retirement benefits for services as an outside director of the Association, the Company or their predecessors or successors, other than The Greater New York Savings Bank Retirement Plan for Non-Employee Directors, be paid in a single lump sum at the later of January 1, 2009 or the benefit commencement date specified in such plans.  Such an election shall have no effect on any rights of such Eligible Director to benefits or services under The Greater New York Savings Bank Retirement Plan for Non-Employee Directors.

9. (a) A Change of Control means, with respect to an Eligible Director:  (a) a change in ownership of the Eligible Director's Service Recipient; (b) a change in effective control of the Eligible Director’s Service Recipient; or (c) a change in the ownership of a substantial portion of the assets of the Eligible Director's Service Recipient.  Service Recipient means with respect to an Eligible Director on any date:  (i) the corporation for which the Eligible Director is performing services on such date; (ii) all corporations that are liable to the Eligible Director for the benefits due to him under the Plan, but only if such benefits are due to the performance of service by the Eligible Director to the corporation or there is a bona fide business purpose for such corporation to be so liable, and no significant purposes of such liability is the avoidance of Federal income tax; (iii) a corporation that is a majority

shareholder of a corporation described in section (i) or (ii) above; or (iv) any corporation in a chain of corporations each of which is a majority shareholder of another corporation in the chain, ending in a corporation described in section (i) or (ii) above. The existence of a Change of Control shall be determined by the compensation committee of the Board of Directors of the Company (the “Committee”) in accordance with section 409A of the Code and the regulations thereunder.

(b) In the event of a Change of Control, the Association shall pay:

(i) If the Eligible Director’s service as a director of the Company and the Association is terminated on or before the second anniversary of the effective date of the Change of Control and the Eligible Director so elects in writing (either within thirty (30) days after the date the director first becomes an Eligible Director, or, if later, prior to January 1, 2009), on the date thirty (30) days following the later of such  termination of service, or such Change in Control, to the Eligible Director a lump sum payment equal to the present value of the Monthly Benefits to which such Eligible Director is then entitled under the Plan, where such present value is determined using the mortality tables prescribed under section 415(b)(2)(E)(v) of the Code and a discount rate, compounded monthly, equal to the annualized rate of interest prescribed by the Pension Benefit Guaranty Corporation for the valuation of immediate annuities payable under terminating single-employer defined benefit plans (or, if no such rate is prescribed, the rate prescribed under section 417(e)(3) of the Code) for the month in which the Eligible Director’s termination of service as a director occurs; or

(ii) In all other cases, to a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Association or the Company with the approval of the Eligible Director (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Eligible Director (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”) to be established for the benefit of the Eligible Director at the time of the Change of Control, an amount actuarially determined to be sufficient to pay to the Eligible Director, for the purpose of paying to the Eligible Director the Monthly Benefit, or such other optional form of benefit which the Eligible Director has otherwise elected under Paragraph 8 of this Plan, provided pursuant to the Plan as such benefit would be payable to the Eligible Director under the terms of the Plan but for the Change of Control.

To the extent of any payment under Paragraph 9(b)(i), the Association shall have no further liability with respect to the payment of benefits to the Eligible Director under the Plan. The Association shall continue to be liable for the payment of benefits under the Plan to the extent of any shortfall in the funds held in trust for the payment of benefits pursuant to Paragraph 9(b)(ii). To the extent that upon the conclusion of the payment from the trust of all benefits due to an Eligible Director under the Plan there is an excess in the funds held in trust for the benefit of the Eligible Director, such excess shall be returned to the Association.

(c) The Association shall pay all taxes, trustee’s fees and other administrative charges or expenses associated with the establishment or continuance of such Rabbi Trust.

10. (a) Whenever appropriate in the Plan, words used in the singular may be read in the plural, words in the plural may be read in the singular, and words importing the masculine gender shall be deemed equally to refer to the feminine or the neuter.

Any reference to a Paragraph shall be to a Paragraph of the Plan, unless otherwise indicated.

(b) The right to receive a benefit under the Plan shall not be subject in any manner to anticipation, alienation or assignment, nor shall rights be liable for or subject to debts, contracts liabilities or torts. This Plan shall be binding upon the Association and its successors and assigns, including any successor by merger or consolidation or a statutory receiver or other person or firm or corporation to which all or substantially all of the assets and business of the Association may be sold or otherwise transferred.

(c) The Association shall indemnify, hold harmless and defend its Eligible Directors against their reasonable costs, including legal fees, incurred by them or arising out of any action, suit or proceeding in which they may be involved, as a result of their efforts, in good faith, to defend or enforce terms of the Plan.  Any payment or reimbursement to effect such indemnification shall be made no later than the last day of the calendar year following the calendar year in which the Eligible Director incurs the expense or, if later, within sixty (60) days after the settlement or resolution that gives rise to the Eligible Director’s right to reimbursement; provided, however, that the Eligible Director shall have submitted to the Association documentation supporting such expenses at such time and in such manner as the Association may reasonably require.

(d) A determination that any provision of the Plan is invalid or unenforceable shall not effect the validity or enforceability of any other provision hereof.

(e) Failure to insist upon strict compliance with any terms, covenants or conditions of the Plan shall not be deemed a waiver of such term, covenant or condition. A waiver of any provision of the Plan must be in writing, designated as a waiver, and signed by the party against whom enforcement is sought. Any waiver or relinquishment of any right or power hereunder at any one or more times shall not be deemed a waiver or relinquishment of such right or power at any other time or times.

(f) The Plan shall be construed, administered and enforced according to the laws of the State of New York without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by federal law.  The federal and state courts having jurisdiction in Nassau, Suffolk and New York Counties, New York shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan or in any way relating to the rights or obligations of any person under, or the acts or omissions of the Board of Directors of the Company and/or the Association or any duly authorized person acting in their behalf in relation to, the Plan.  By accepting participation in this Plan, the Eligible Director, for himself and any other person claiming any rights under the Plan through him, agrees to submit himself, and any such legal action described herein that he shall bring, to the sole jurisdiction of such courts for the adjudication and resolution of such disputes.  The filing of any action, suit or proceeding in any other jurisdiction shall result in a forfeiture of all benefits due under the Plan to or in respect of the person making such filing.

(g) The Association shall have the right to retain a sufficient portion of any payment made under the Plan to cover the amount required to be withheld pursuant to any applicable federal, state and local tax law.

(h) Nothing in this Plan shall be held or construed to establish any deposit account for any Eligible Director or any deposit liability on the part of the Association. An Eligible Directors’ rights hereunder shall be equivalent to those of a general unsecured creditor.

(i) The Plan may be amended or terminated at any time by resolution of the Board of Directors of the Company and the Board of Directors of the Association.  If the Plan is terminated, no further benefits shall be earned, but benefits earned through the termination date will continue to be paid at the times and in the manner provided under the Plan.

(j) The Plan shall be administered by the Committee.  The Committee shall have the exclusive right to interpret the Plan and to decide any matters arising in connection with the administration and operation of the Plan and to take all other necessary and proper actions to fulfill its duties as administrator.  Any action taken or omitted by the Committee with respect to the Plan, including any decision, interpretation, claim denial or review on appeal, shall be conclusive and binding on the Company, the Association

and Eligible Directors.

The Committee shall not be liable for any actions by it under the Plan, unless due to its own negligence, willful misconduct or lack of good faith.  The Committee shall be indemnified and held harmless by the Company and/or the Association from and against all personal liability to which it may be subject by reason of any act done or omitted to be done in its official capacity as administrator in good faith in the administration of the Plan, including all expenses reasonably incurred in its defense in the event the Company and/or the Association fails to provide such defense upon the request of the Committee.  The Committee is relieved of all responsibility in connection with its duties hereunder to the fullest extent permitted by law, short of breach of duty.

11. Notwithstanding anything herein contained to the contrary, any payments or benefits provided to an Eligible Director pursuant to this Plan by the Association are subject to and conditioned upon compliance with Section 18K of the Federal Deposit Insurance Act, 12 U.S.C. Sec. 1825(k), and any regulations promulgated thereunder.

12. The Plan is intended to be a non-qualified deferred compensation plan described in section 409A of the Code.  The Plan shall be operated, administered and construed to give effect to such intent.  In addition, the Plan shall be subject to amendment, with or without advance notice to Eligible Directors and other interested parties, and on a prospective or retroactive basis, including but not limited to amendment in a manner that adversely affects the rights of Eligible Directors and other interested parties, to the extent necessary to effect such compliance.  Notwithstanding anything in the Plan to the contrary, no payment shall be made prior to, and shall, if necessary, be deferred to and paid on the later of the Eligible Director's separation from service (within the meaning of Treasury Regulation section 1.409A-1(h)) and, if the Eligible Director is a specified employee (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of his or her separation from service, the first day of the seventh month following the Eligible Director's separation from service.  Each amount payable under this plan that is required to be deferred, shall be deposited on the date on which, but for such deferral, the Company or the Association would have paid such amount to the Eligible Director, in a Rabbi Trust and payments made shall include earnings on the investments made with the assets of the Rabbi Trust attributable to the deferred amount, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities.

Notwithstanding anything in the Plan to the contrary, benefit accruals under this Plan shall be frozen as of April 30, 2012. No person who is not accruing a benefit under the Plan on April 30, 2012 shall begin accruing, or accrue additional benefits, after such date. The Monthly benefit of each person who is accruing benefits under the Plan as of such date shall be calculated using Monthly Fees determined on the basis of one-twelfth annual retainer rates in effect at April30, 2012 and one-twelfth of the board and committee meeting fees actually paid for the 12-month period ending April 30, 2012 and his Full Years of Service as of April 30, 2012 (rounded up or down to the nearest whole year). Reductions for benefits payable under other director retirement plans for service to an Acquired Company shall continue to apply.

Dated: March 6, 2012		Astoria Federal Savings and Loan Association
	By:	/s/ Alan P. Eggleston

Name: Alan P. Eggleston

Title: Senior Executive Vice President , Secretary and Chief Risk Officer

Dated: March 6, 2012		Astoria Financial Corporation
	By:	/s/ Alan P. Eggleston

Name: Alan P. Eggleston

Title: Senior Executive Vice President , Secretary and Chief Risk Officer

EX-10.2

Exhibit 10.2

ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION

SUPPLEMENTAL BENEFIT PLAN

As amended effective January 1, 2009 and further amended effective April 30, 2012

ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION

SUPPLEMENTAL BENEFIT PLAN

ARTICLE I

DEFINITIONS

1.01 Association

Astoria Federal Savings and Loan Association.

1.02 Committee

The persons appointed by the Association to administer the Plan.

1.03 Effective Date

This Plan is effective January 1, 1989.

1.04 Plan

The Astoria Federal Savings and Loan Association Supplemental Benefit Plan.

1.05 Qualified Retirement Plan

The Astoria Federal Savings and Loan Association Employees’ Pension Plan.

ARTICLE II

PARTICIPATION

2.01 Eligibility and Commencement of Participation

The employees listed in Appendix A to this Plan shall become Participants in this Plan as of the Effective Date.

ARTICLE III

BENEFITS TO PARTICIPANTS

3.01 Supplemental Retirement Benefits

(a) The Plan shall provide benefits equal to the difference, if any, between:

i) The benefit payable under the Qualified Plan assuming the benefit formula in effect on December 31, 1988 had not been changed, and

ii) The benefit payable under the Qualified Plan based on the benefit formula in effect on January 1, 1992.

For purposes of calculating amounts under (i) and (ii) above, the provisions of the Qualified Plan shall be deemed not to reflect any of the limitations contained in the Internal Revenue Code with respect to benefits payable or compensation.

(b) Benefits shall be payable-commencing in the later of the month after the Participant’s 65^th birthday or month following the month in which the Participant terminates employment unless, within thirty (30) days after first becoming a Participant (or, if later, December 31, 2008 with respect to benefits payable after December 31, 2008) the Participant elects that payments begin at termination of employment or on a specified date after termination of employment but before attainment of age 65. Benefits shall be payable in the form of a single life annuity for the life of the Participant unless, within thirty (30) days after first becoming a Participant (or, if later, December 31, 2008 with respect to benefits payable after December 31, 2008) the Participant elects that payments be made in another optional form of payment permitted under the Qualified Plan or in a lump sum. Payments made in the form of an optional form of benefit or a lump sum shall be determined using the applicable interest rate and mortality assumptions in effect under the Qualified Plan when the benefit calculation is made. In the case of a payment election after December 31, 2008 by a Participant who also participants into the Astoria Federal Savings and Loan Association Excess Benefit Plan, any payment election under this Plan must be concurrent with, and the same in all respects as, the payment election under the Excess Benefit Plan.

(c) A Participant may elect that, in the event of a change in control of the Association (within the meaning of section 409A of the Internal Revenue Code) any remaining benefits due to him under the Plan shall be made in a single lump sum on the effective date of the change in control, such lump sum to be computed on the basis of the interest rate and mortality assumptions applicable under the Qualified Plan as of the date of payment. Such an election shall be made within thirty (30) days after first becoming a Participant or, if later in the case of benefits payable after December 31, 2008, no later than December 31, 2008. In the case of a payment election after December 31, 2008 by a Participant who also participates in the Astoria Federal Savings and Loan Association

Excess Benefit Plan, any payment election under this Plan must be concurrent with and the same in all respects as, the payment election under the Excess Benefit Plan.

(d) Notwithstanding anything in the Plan to the contrary any benefit under the Plan that becomes payable due to a Participant’s termination of employment shall (a) if necessary, be deferred to and payable on (or commencing on) the earliest date on which the Participant has a “separation from service” (within the meaning of section 409A of the Code) and (b) if the Participant is a “specified employee” (within the meaning of section 409A of the Code on the date of his separation from service shall be further deferred to the first day of the seventh calendar month to begin after separation from service. The amount of any payments is scheduled to be made during the deferral period shall be paid, with interest at the rate of six percent (6%) per annum, compounded annually from the scheduled payment date to the end of the required deferral period, immediately following the end of any require deferral period.

ARTICLE IV

ADMINISTRATION

4.01 Duties of the Committee

The Committee shall have full responsibility for the management, operation, interpretation and administration of the Plan in accordance with its terms, and shall have such authority as is necessary or appropriate in carrying out its responsibilities. Actions taken by the Committee pursuant to this Section 4.01 shall be conclusive and binding upon the Association, Participants, former Participants, beneficiaries, and other interested parties. All decisions, interpretations, and actions made by the Committee shall at all times be consistent with the requirements of the Qualified Retirement Plan as if that plan could have provided the benefits described herein.

4.02 Unfunded Character of the Plan

The Plan shall be unfunded. Neither the Association nor the Committee nor its individual members shall segregate or otherwise identify specific assets to be applied to the purposes of the Plan, nor shall any of them be deemed to be a trustee of any amounts to be paid under the Plan. Any liability of the Association to any person with respect to benefits payable under the Plan shall be based solely upon such contractual obligations, if any, as shall be created by the Plan, and shall give rise only to a claim against the general assets of the Association. No such liability shall be deemed to be secured by any pledge or any encumbrance on any specific property of the Association.

ARTICLE V

MISCELLANEOUS PROVISIONS

5.01 Amendment and Termination

The Board of Directors of the Association shall have the right to amend or terminate the Plan, in whole or part at its sole discretion, at any time. Benefits accrued under the Plan as of the date of any amendment or termination shall not be reduced, and such benefits shall become nonforfietable to the same extent that such rights would be nonforfeitable if such benefits had been provided under the Qualified Retirement Plan. If the Plan is terminated, the Association shall pay the accrued benefits provided by the Plan to each Participant. Any termination of the Plan and related payment of benefits shall conform to the requirements of section 409A of the Code.

5.02 Operation as Deferred Compensation Plan

The Plan is intended to be an unfunded, non-qualified deferred compensation plan covering a select group of highly compensated employees and management.

5.03 Internal Revenue Code Section 409A Compliance

The Plan is intended to be a non-qualified deferred compensation plan described in Section 409A of the Code. The Plan shall be operated, administered and construed to give effect to such intent. In addition, the Plan shall be subject to amendment, with or without advance notice to Participants and other interested parties, and on a prospective or retroactive basis, including but not limited to amendment in a manner that adversely affects the rights of participants and other interested parties, to the extent necessary to effect such compliance.

5.04 Nonassignability

The benefits of a Participant (or his spouse, if any) shall not be transferable or assignable except by reason of the laws of decent and distribution.

ARTICLE VI

CESSATION OF BENEFIT ACCRUALS

Notwithstanding anything in the Plan to the contrary, the accrual of benefits under the Plan shall cease on April 30, 2012. No person who is not a Participant on such date shall thereafter become a Participant. The benefit payable under this Plan to each Participant shall be determined as of April 30, 2012, taking into account all provisions of the Qualified Retirement Plan in effect as of such date, and shall not increase thereafter except that (a) the benefit payable under this Plan may increase to the extent that the vested percentage of the Participant’s benefit under the Qualified Plan increases after April 30, 2012 and/or (b) the

benefit may increase if he or she becomes eligible for an early retirement benefit under the Qualified Retirement plan after April 30, 2012. For purposes of determining the benefit payable to a Participant under section 3.01(a), it shall be assumed that the benefit formula in effect on December 31, 1998 and January 1, 2012 are frozen as of April 30, 2012 such that no service credit is given for benefit accrual purposes for any period after April 30, 2012 and no compensation paid or rate of compensation in effect after April 20, 2012 is taken into account for benefit computation purposes.

APPENDIX A

ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION

SUPPLEMENTAL BENEFIT PLAN

Plan Participants	Social Security Number	Name
		Wilfred DeJesus Monte Redman Edward Spegowski Steven Miss John Grady Mark Manna William Mannix George Stagl Howard Burkhart Stephen Martini Arnold Greenberg Kenneth Bowman John Romano Robert Dressler Mario Cocchetto Edward Price Andrew Blazek George Engelke John Biggs Robert Lund Frederic Miers Michael Wirnshofer Rhoda Baisi Louis Abbatepaolo William Wepner William Sheerin John Mastrodomenico Frank Beiter Salvatore Alarimo Thomas Drennan

EX-10.3

Exhibit 10.3

ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION

EXCESS BENEFIT PLAN

As amended effective January 1, 2009 and further amended effective April 30, 2012

ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATIION

EXCESS BENEFIT PLAN

ARTICLE I

DEFINTIONS

1.01 Association

Astoria Federal Savings and Loan Association.

1.02 Committee

The persons appointed to administer the Plan.

1.03 Effective Date

The restated Plan is effective January 1, 1989. The original effective date was June 1, 1983.

1.04 Plan

The Astoria Federal Savings and Loan Association Excess Benefit Plan.

1.05 Qualified Retirement Plan

The Astoria Federal Savings and Loan Association Employees’ Pension Plan.

ARTICLE II

PARTICIPATION

2.01 Eligibility and Commencement of Participation

Any participant in the Qualified Retirement Plan shall become a Participant in this Plan when his benefits payable under the Qualified Retirement Plan become limited under Internal Revenue Code Sections 401(a)(17) and 415.

ARTICLE III

BENEFITS TO PARTICIPANTS

3.01 Supplemental Retirement Benefits

(a) The Plan shall provide benefits in excess of those that would be permitted by law under the Qualified Retirement Plan, as amended, to the extent they would otherwise have been provided under the Qualified Retirement Plan if the Internal Revenue Code ceilings on compensation and benefits under tax qualified plans were not imposed. Benefits shall be payable monthly from the general assets of the Association.

(b) Benefits shall be payable commencing in the later of the month after the Participant’s 65^th birthday or month following the month in which the Participant terminates employment unless, within thirty (30) days after first becoming a Participant (or, if later, December 31, 2008 with respect to benefits payable after December 31, 2008) the Participant elects that payments begin at termination of employment or on a specified date after termination of employment but before attainment of age 65. Benefits shall be payable in the form of a single life annuity for the life of the Participant unless, within thirty (30) days after first becoming a Participant (or, if later, December 31, 2008 with respect to benefits payable after December 31, 2008) the Participant elects that payments be made in another optional form of payment permitted under the Qualified Plan or in a lump sum. Payments made in the form of an optional form of benefit or lump sum shall be determined using the applicable interest rate and mortality assumptions in effect under the Qualified Plan when the benefit calculation is made.

(c) A Participant may elect that, in the event of a change in control of the Association (within the meaning of section 409A of the Internal Revenue Code) any remaining benefits due to him under the Plan shall be made in a single lump sum on the effective date of the change in control, such lump sum to be computed on the basis of the interest rate and mortality assumptions applicable under the Qualified Plan as of the date of payment. Such an election shall be made within thirty (30) days after first becoming a Participant or, if later in the case of benefits payable after December 31, 2008, no later than December 31, 2008.

(d) Notwithstanding anything in the Plan to the contrary any benefit under the Plan that becomes payable due to a Participant’s termination of employment shall (a) if necessary, be deferred to and payable on (or commencing on) the earliest date on which the Participant has a “separation from service” (within the meaning of section 409A of the Code) and (b) if the Participant is a “specified employee” (within the meaning of section 409A) of the Code on the date of his separation

from service shall be further deferred to the first day of the seventh calendar month to begin after separation from service. The amount of any payments scheduled to be made during the deferral period shall be paid, with interest at the rate of six percent (6%) per annum, compounded annually from the scheduled payment date to the end of the required deferral period, immediately following the end of any required deferral period.

ARTICLE IV

ADMINISTRATION

4.01 Duties of the Committee

The Committee shall have full responsibility for the management, operation, interpretation and administration of the Plan in accordance with its terms, and shall have such authority as is necessary or appropriate in carrying out its responsibilities. Actions taken by the Committee pursuant to this Section 4.01 shall be conclusive and binding upon the Association, Participants, former Participants, beneficiaries, and other interested parties. All decisions, interpretations, and action made by the Committee shall at all times be consistent with the requirements for the Qualified Retirement Plan if that plan could have provided the benefits described herein.

4.03 Unfunded Character of the Plan

The Plan shall be unfunded. Neither the Association nor the Committee nor its individual members shall segregate or otherwise identify specific assets to be applied to the purposes of the Plan, nor shall any of them be deemed to be a trustee of any amounts to be paid under the Plan. Any liability of the Association to any person with respect to benefits payable under the Plan shall be based solely upon such contractual obligations, if any, as shall be created by the Plan, and shall give rise only to a claim against the general assets of the Association. No such liability shall be deemed to be secured by any pledge or any encumbrance on any specific property of the Association.

ARTICLE V

MISCELLANEOUS PROVISIONS

5.01 Amendment and Termination

The Board shall have the right to amend or terminate the Plan, in whole or part at its sole discretion, at any time. Benefits accrued under the Plan as of the date of any amendment or termination shall not be reduced, and such benefits shall become nonforfeitable to the same extent that such rights would be nonforfeitable if such benefits had been provided

under the Qualified Retirement Plan. If the Plan is terminated, the Association shall pay the accrued benefits provided by the Plan to each Participant. Any termination of the Plan and related payment of benefits shall conform to the requirements of section 409A of the Code.  

5.02 Operation as Unfunded Excess Benefits Plan

The Plan is intended be an unfunded, non-qualified excess benefit plan as contemplated by Section 3(36) of ERISA for the purpose of providing benefits in excess of the limitations imposed by Section 415 of the Internal Revenue Code. In addition, the Plan is intended to be a deferred compensation plan as contemplated by Section 3(2) of ERISA for the purpose of providing benefits in excess of the limitations imposed by Section 401 (a)(17) of the Internal Revenue Code. The Plan is not intended to comply with any other requirements of Section 401(a) of the Internal Revenue Code The Plan shall be administered and construed so as to effectuate this intent.

5.03 Internal Revenue Code Section 409A Compliance

The Plan is intended to be a non-qualified deferred compensation plan described in Section 409A of the Code. The Plan shall be operated, administered and construed to give effect to such intent. In addition, the Plan shall be subject to amendment, with or without advance notice to Participants and other interested parties, and on a prospective or retroactive basis, including but not limited to amendment in a manner that adversely affects the rights of participants and other interested parties, to the extentnecessary to effect such compliance.

ARTICLE IV

CESSATION OF BENEFIT ACCRUALS

Notwithstanding anything in the Plan to the contrary, the accrual of benefits under the Plan shall cease on April 30, 2012. No person who is not a Participant on such date shall thereafter become a Participant. The benefit payable under this Plan to each Participant shall be determined as a April 30, 2012, taking into account all provisions of the Qualified Retirement Plan in effect as of such date, and shall not increase thereafter except that (a) the benefit payable under this Plan may increase to the extent that the vested percentage of the Participant’s benefit under the Qualified Plan increases after April 30, 2012 and/or (b) the benefit may increase if he or she he becomes eligible for an early retirement benefit under the Qualified Retirement plan after April 30, 2012. This Article VI shall be construed, administered and enforced with the intent that this Plan shall provide only those additional benefits that would be payable under the Qualified Retirement Plan as of April 30, 2012, giving effect to the provisions of the Qualified Retirement Plan freezing benefits thereunder effective as of April 30, 2012, if the ceilings on compensation and benefits under tax-qualified plans were not imposed.

EX-10.4

Exhibit 10.4

ASTORIA FINANCIAL CORPORATION	ASTORIA FEDERAL SAVINGS AND LOAN
	ASSOCIATION
ONE ASTORIA FEDERAL PLAZA	ONE ASTORIA FEDERAL PLAZA
LAKE SUCCESS, NEW YORK 11042-1085	LAKE SUCCESS, NEW YORK 11023-1085
	March 23, 2012

HAND DELIVERED

Mr. Gary T. McCann

17 Shoreham Road

Massapequa, New York 11758

Re: Employment Agreements with Astoria Financial Corporation and Astoria Federal

Savings and Loan Association

Dear Mr. McCann:

Reference is made to (a) the Amended and Restated Employment Agreement made and entered into as of January 1, 2009 by and between Astoria Financial Corporation (the “Company”) and you, as amended by Amendment No. 01 to Amended and Restated Employment Agreement made and entered into by the Association and you as of April 21, 2010, and as further amended by that certain letter agreement made and entered into by the Company and you dated December 27, 2011 (such Amended and Restated Employment Agreement, as further amended, the “Company Agreement”) and (b) the Amended and Restated Employment Agreement made and entered into as of January 1, 2009 by and between Astoria Federal Savings and Loan Association (the “Association”) and you, as amended by Amendment No. 01 to Amended and Restated Employment Agreement made and entered into by the Association and you as of April 21, 2010, and as further amended by that certain letter agreement made and entered into by the Association and you dated December 27, 2011 (such Amended and Restated Employment Agreement, as further amended, the “Association Agreement”). Capitalized terms used but not defined herein shall have the meaning assigned to them in the Company Agreement and/or the Association Agreement, as applicable.

It is hereby agreed as follows:

(a) The Company Agreement and the Association Agreement shall be terminated effective as of the close of business on April 30, 2012 (the “Effective Date”), and your status as an employee of the Company and the Association shall thereupon terminate; provided, however, that any provision of the Company Agreement or the Association Agreement which by its terms contemplates performance after the termination of the Company Agreement or the Association Agreement shall survive the termination thereof.

(b) On April 6, 2012 the Association shall pay you (i) your earned but unpaid compensation, including accrued but unused vacation pay, through the March 30, 2012 and (ii) the

additional sum of $750,000.00, which is inclusive of any additional salary which would otherwise be due or become due to you through the Effective Date, all subject to deductions for federal and state withholding taxes and any other lawful deductions.

(c) On January 2, 2013, the Association shall pay to you the sum of $750,000.00. No deductions will be made from this payment, and you will be responsible for any federal and state income taxes associated with this payment. The Association will provide you with an IRS Form 1099 following year end.

(d) The Association will pay your portion of medical benefit premiums through the Effective Date. As of the Effective Date, you will apply for medical benefits under the Association’s Post-retirement Medical Plan, and for a period of two years following the Effective Date the Association shall pay that portion of the premiums which otherwise would have been payable by you under the terms of the plan. You will be responsible for any federal and state income taxes imposed as the result of such payments by the Association on your behalf. The Association will provide you with an IRS Form 1099 following each applicable year end.

(e) The Association shall assign to you all of its rights, title and interest in and to the 2010 Lexus Model L460 four door Sedan, Vin No. JTHCL5EFOA5004793, it being understood that you will be responsible for any income taxes as well as any sales or similar taxes imposed as the result of said assignment.

(f) All payments made and benefits provided to you by the Association under this letter Agreement shall also be applied to offset the obligations of the Company hereunder, it being intended that this letter agreement sets forth the aggregate compensation and benefits payable to you by the Company and the Association.

Very truly yours,

ASTORIA FINANCIAL CORPORATION		ASTORIA FEDERAL SAVINGS AND
		LOAN ASSOCIATION
By /s/ Alan P. Eggleston		By /s/ Alan P. Eggleston
Name:	Alan P. Eggleston	Name:	Alan P. Eggleston
Title:	Senior Executive Vice President, Secretary and Chief Risk Officer	Title:	Senior Executive Vice President, Secretary and Chief Risk Officer

Acknowledged and Agreed:

/s/ Gary T. McCann

Gary T. McCann

Date: March 23, 2012

EX-10.5

Exhibit 10.5

March 30, 2012

Astoria Financial Corporation

One Astoria Federal Plaza

Lake Success, New York

Astoria Federal Savings and Loan Association

One Astoria Federal Plaza

Lake Success, New York

Ladies and Gentlemen:

This letter agreement (the “Letter Agreement”) will confirm the arrangement we have discussed in anticipation of my retirement from Astoria Financial Corporation (the “Company”) and Astoria Federal Savings and Loan Association (the “Association”).

1. Retirement. At the close of business on April 30, 2012 (the “Retirement Date”), I will retire from my employment with the Company and the Association, and will thereupon resign from my positions as Executive Vice President and Special Assistant to the President of the Company and the Association. I hereby tender my resignation from employment, and from each and every position which I may hold as a result of employment, with the Company and the Association, effective at the close of business on the Retirement Date. I acknowledge that each such resignation is a voluntary act on my part, undertaken after due consideration, and will occur at the close of business on the Retirement Date without further action on anyone’s part. In consideration of my decision to retire effective on the Retirement Date, the Company and the Association shall pay to me on May 4, 2012 (a) the sum of $ 207,500, and (b) a sum calculated by multiplying the number of my then outstanding shares of the Company’s unvested restricted stock by the closing price of Company’s common stock on April 30 2012 as quoted on the NYSE. I acknowledge that no deductions will be made from these payments, and I will be responsible for any resulting federal and state taxes. The Association will provide me with an IRS Form 1099 following year end.

2. Effect on Employment Agreements. The Amended and Restated Employment Agreement between the Association and me entered into as of January 1, 2009, as subsequently amended, and the Amended and Restated Employment between the Company and me entered into as of January, 2009, as subsequently amended (collectively, the “Employment Agreements”), are hereby further amended, effective on the date of this Letter Agreement:

(a) to provide that the term “Employment Period” as used therein shall mean and refer to the fixed period beginning on the date of this Letter Agreement and ending at the close of business on the Retirement Date;

(b) to eliminate any and all provisions thereof which may cause or lead to, directly or indirectly, any extension of the Employment Period beyond the close of business on the Retirement Date;

(c) to provide that the term “Remaining Unexpired Employment Period” as used therein shall mean, as of any date, the period beginning on such date and ending at the close of business on the Retirement Date and to eliminate any and all provisions thereof which purport to associate with such term for any purpose any period of different duration; and

(d) to provide that neither the execution or delivery of this Letter Agreement, nor the occurrence of any act or event described herein shall confer on me a right to receive any payment or benefit pursuant to sections 9(b)(iii) through (ix) of the Employment Agreements.

We agree that this Letter Agreement constitutes and is formally designated as an amendment of each Employment Agreement for the above purposes.

3. Effect of Retirement. We agree that my retirement on the Retirement Date is expected to result in a permanent and total cessation of my employment by the Company and the Association and in such event will constitute a termination of employment We further agree that my retirement on the Retirement Date will constitute a “retirement” for purposes of each and every compensation and benefit arrangement of the Association or the Company under which the characterization of my termination of employment as a “retirement” is relevant to the determination of the compensation and benefits for which I am eligible.

4. Automobile. As soon as practicable after the Retirement Date, the Association will assign to me all of its rights, title and interest in and to that certain Lexus Model L 460 four door sedan, VIN No. JTHCL5EF7B5009913. The Association will pay any sales or related taxes imposed in connection with such assignment, and I will be responsible for any income taxes imposed as the result of such assignment.

5. Miscellaneous Provisions. This Letter Agreement contains the entire agreement among us with regard to its subject matter and supersedes, in their entirety, any prior agreements, arrangements or understanding, whether or not in writing, with regard to such subject matter. This Letter Agreement may be amended only by a subsequent written instrument signed by the party against whom enforcement of the amendment is sought. The Letter Agreement shall be governed by and construed and enforced in accordance with the law of the State of New York applicable to contracts entered into and to be performed wholly within such state by parties each of whom is a citizen and resident of such state.

If the foregoing accurately sets forth our understanding, kindly so indicate by signing below, in which case this Letter Agreement shall constitute our agreement and the Employment Agreements shall, to the extent provided in paragraph 3 hereof, be deemed amended.

	Very truly yours, /s/ Arnold K. Greenberg Arnold K. Greenberg
Accepted and Agreed to:	Accepted and Agreed to:
ASTORIA FINANCIAL CORPORATION	ASTORIA FEDERAL SAVINGS AND
	LOAN ASSOCIATION
By: /s/ Alan P. Eggleston	By: /s/ Alan P. Eggleston
Name: Alan P. Eggleston	Name: Alan P. Eggleston
Title: Senior Executive Vice President,	Title: Senior Executive Vice President,
Secretary and Chief Risk Officer	Secretary and Chief Risk Officer
Dated: March 30, 2012	Dated: March 30, 2012

EX-10.6

Exhibit 10.6

CHANGE OF CONTROL SEVERANCE AGREEMENT

This AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT (the "Agreement") is made and entered into as of ________________ (the “Initial Effective Date”) by and among ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION, a savings and loan association organized and existing under the laws of the United States of America and having an office at One Astoria Federal Plaza, Lake Success, New York 11042 (the "Association"), ASTORIA FINANCIAL CORPORATION, a business corporation organized and existing under the laws of the State of Delaware and having an office at One Astoria Federal Plaza, Lake Success, New York 11042 (the "Company") and _____________, an individual residing at________________________________(the "Officer").

INTRODUCTORY STATEMENT

WHEREAS, the Officer is a key officer of the Association;

WHEREAS, should the possibility of a Pending Change of Control or Change of Control of the Association or the Company arise, the Boards of Directors of the Association and the Company believe it is imperative that the Association, the Company and the Boards of Directors of the Association and the Company should be able to rely upon the Officer to continue in his or her position, and that the Association and the Company should be able to receive and rely upon the Officer's advice, if requested, as to the best interests of the Association and the Company and their respective shareholders without concern that the Officer might be distracted by the personal uncertainties and risks created by the possibility of a Pending Change of Control or Change of Control;

WHEREAS, should the possibility of a Pending Change of Control or Change of Control arise, in addition to his or her regular duties, the Officer may be called upon to assist in the assessment of such possible Pending Change of Control or Change of Control, advise management and the Board as to whether such Pending Change of Control or Change of Control would be in the best interests of the Association, the Company and their respective shareholders, and to take such other actions as the Boards of Directors of the Association and the Company might determine to be appropriate;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions hereinafter set forth, the Association, the Company and the Officer hereby agree as follows:

Page 1 of 25

AGREEMENT

Section 1. Effective Date; Term; Pending Change of Control and Change of Control Defined.

(a) This Agreement shall remain in effect during the period (the "Term") beginning on the Initial Effective Date and ending on the earlier of:

(i) the date, prior to the occurrence of a Pending Change of Control or a Change of Control, as defined below, respectively, on which the Officer's employment by the Association terminates whether by discharge, resignation, death, disability or retirement, or

(ii) the later of:

(A) the first anniversary of the date on which the Association notifies the Officer of its intent to discontinue the Agreement (the "Initial Expiration Date") or,

(B) the second anniversary of the latest Change of Control, as defined below, that occurs after the Initial Effective Date and before the Initial Expiration Date.

(b) For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred upon the happening of any of the following events:

(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:

(A) at least 51% of the equity ownership interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the Company; and

(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under

Page 2 of 25

the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the Company;

(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;

(iii) a complete liquidation or dissolution of the Company, or approval by the shareholders of the Company of a plan for such liquidation or dissolution;

(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:

(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Date; or

(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date either:

(I) upon election to serve as a member of the Board of Directors of the Company by affirmative vote of three-quarters of the members of such Board, or of a nominating committee thereof, in office at the time of such first election; or

(II) upon election by the stockholders of the Company to serve as a member of such Board, but only if nominated for election by affirmative vote of three-quarters of the members of the Board of Directors of the Company, or of a nominating committee thereof, in office at the time of such first nomination;

provided, however, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of Directors of the Company; or

(v) any event which would be described in section 1(b)(i), (ii),

(iii) or (iv) if the term "Association" were substituted for the term

"Company" therein. 

Page 3 of 25

In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or subsidiary of either of them, by any employee benefit plan maintained by any of them. For purposes of this section 1(b), the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.

(c) For purposes of this Agreement, a "Pending Change of Control" shall mean:

(i) the approval by the shareholders of the Association or the Company of a definitive agreement for a transaction which, if consummated, would result in a Change of Control; or

(ii) the approval by the shareholders of the Association or the Company of a transaction which, if consummated, would result in a Change of Control.

Section 2. Discharge Prior to a Pending Change of Control.

The Association may discharge the Officer at any time prior to the occurrence of a Pending Change of Control or, if no Pending Change of Control has occurred, a Change of Control, for any reason or for no reason. In such event:

(a) The Association shall pay to the Officer or the Officer's estate his or her earned but unpaid compensation, including, without limitation, salary and all other items which constitute wages under applicable law, as of the date of the Officer's termination of employment. This payment shall be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than 30 days after the date of the Officer's termination of employment.

(b) The Association shall provide the benefits due, if any, to the Officer or the Officer's estate, surviving dependents or designated beneficiaries, as applicable, under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the officers and employees of the Association, including the annual bonus (if any) to which he or she is entitled under any cash-based annual bonus or performance compensation plan in effect for the year in which his or her termination occurs, to be paid at the same time and on the terms and conditions (including but not limited to achievement of performance goals) applicable under the relevant plan. The time and manner of payment or other delivery of these benefits and the recipients of such benefits shall be determined according to the terms and conditions of the applicable plans and programs.

The payments and benefits described in sections 2(a) and (b) shall be referred to in this Agreement as the "Standard Termination Entitlements."

Page 4 of 25

Section 3. Termination of Employment Due to Death.

The Officer's employment with the Association shall terminate automatically, and without any further action on the part of any party to this Agreement, on the date of the Officer's death. In such event, the Association shall pay and deliver to the Officer's estate and surviving dependents and designated beneficiaries, as applicable, the Standard Termination Entitlements.

Section 4. Termination Due to Disability after a Pending Change of Control or a Change of Control.

The Association may terminate the Officer's employment during the Term and after the occurrence of a Pending Change of Control or a Change of Control upon a determination by the Board of Directors of the Association, by the affirmative vote of 75% of its entire membership, acting in reliance on the written advice of a medical professional acceptable to it, that the Officer is suffering from a physical or mental impairment which, at the date of the determination, has prevented the Officer from performing the Officer's assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year ending with the date of the determination or is likely to result in death or prevent the Officer from performing the Officer's assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event:

(a) The Association shall pay and deliver the Standard Termination Entitlements to the Officer or, in the event of the Officer's death following such termination but before payment, to the Officer's estate, surviving dependents or designated beneficiaries, as applicable.

(b) In addition to the Standard Termination Entitlements, the Association shall continue to pay the Officer his or her base salary, at the annual rate in effect for the Officer immediately prior to the termination of the Officer's employment, during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the date of termination of the Officer's employment; (ii) the date on which long-term disability insurance benefits are first payable to the Officer under any long-term disability insurance plan covering employees of the Association; or (iii) the date of the Officer's death.

A termination of employment due to disability under this section 4 shall be effected by a notice of termination given to the Officer by the Association and shall take effect on the later of the effective date of termination specified in such notice or, if no such date is specified, the date on which the notice of termination is deemed given to the Officer.

Section 5. Discharge with Cause after a Pending Change of Control or Change of Control.

(a) The Association may terminate the Officer's employment with "Cause" during the Term and after the occurrence of a Pending Change of Control or a Change of Control, but a termination shall be deemed to have occurred with "Cause" only if:

Page 5 of 25

(i) (A) the Board of Directors of the Association, by the affirmative vote of 75% of its entire membership, determines that the Officer is guilty of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of this Agreement, in each case measured against standards generally prevailing at the relevant time in the savings and community banking industry;

(B) prior to the vote contemplated by section 5(a)(i)(A), the Board of Directors of the Association shall provide the Officer with notice of the Association's intent to discharge the Officer for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the "Notice of Intent to Discharge"); and

(C) after the giving of the Notice of Intent to Discharge and before the taking of the vote contemplated by section 5(a)(i)(A), the Officer, together with the Officer's legal counsel, if he so desires, are afforded a reasonable opportunity to make both written and oral presentations before the Board of Directors of the Association for the purpose of refuting the alleged grounds for Cause for the Officer's discharge; and

(D) after the vote contemplated by section 5(a)(i)(A), the Association has furnished to the Officer a notice of termination which shall specify the effective date of the Officer's termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the Board of Directors of the Association, certified by its corporate secretary, authorizing the termination of the Officer's employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for the Officer's discharge (the "Final Discharge Notice"); or

(ii) the Officer, during the 90 day period commencing on the delivery to the Officer by the Association of the Notice of Intent to Discharge specified in section 5(a)(i)(B), resigns his or her employment with the Association prior to the delivery to the Officer by the Association of the Final Discharge Notice specified in section 5(a)(i)(D). For purposes of this section 5, no act or failure to act, on the part of the Officer, shall be considered "willful" unless it is done, or omitted to be done, by the Officer in bad faith or without reasonable belief that the Officer's action or omission was in the best interests of the Association or the Company, respectively. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board of Directors of the Association or the Company or based upon the written advice of counsel for the Association or the Company shall be conclusively presumed to be done or omitted to be done by the Officer in good faith and in the best interests of the Association or the Company, respectively.

Page 6 of 25

(b) If the Officer is discharged with Cause during the Term and after a Pending Change of Control or a Change of Control, the Association shall pay and provide to him or, in the event of the Officer's death following such discharge but prior to payment and providing, to the Officer's estate, surviving dependents or designated beneficiaries, as applicable, the Standard Termination Entitlements only.

(c) Following the giving of a Notice of Intent to Discharge, the Association may temporarily suspend the Officer's duties and authority and, in such event, may also suspend the payment of salary and other cash compensation, but not the Officer's participation in retirement, insurance and other employee benefit plans. If the Officer is not discharged or is discharged without Cause within forty-five (45) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored. If the Officer is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Officer during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Officer's discharge with Cause shall be retained by the Officer and shall not be applied to offset the Standard Termination Entitlements. If the Association does not give a Final Discharge Notice to the Officer within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Officer with Cause shall require the giving of a new Notice of Intent to Discharge. If the Officer resigns pursuant to section 5(a)(ii), the Officer shall forfeit his or her right to suspended amounts that have not been restored as of the date of the Officer's resignation or notice of resignation, whichever is earlier.

Section 6. Discharge Without Cause after a Pending Change of Control or Change of Control.

The Association may discharge the Officer without Cause at any time after the occurrence of a Pending Change of Control or a Change of Control, and in such event:

(a) The Association shall pay and deliver the Standard Termination Entitlements to the Officer or, in the event of the Officer's death following the Officer's discharge but before payment, to the Officer's estate, surviving dependents or designated beneficiaries, as applicable.

(b) In addition to the Standard Termination Entitlements:

(i) the Association shall provide for a period of two years following the date of the Officer's discharge or, if less, the period from date of the Officer's discharge to the Initial Expiration Date provided, however, that the Association has previously notified the Officer pursuant to Section 1(a)(ii)(A) (the "Assurance Period") for the benefit of the Officer and the Officer's spouse and dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on

Page 7 of 25

substantially the same terms and conditions (including any co-payments and deductibles, but excluding any premium sharing arrangements, it being the intention of the parties to this Agreement that the premiums for such insurance benefits shall be the sole cost and expense of the Association) in effect for them immediately prior to the Officer's discharge. The coverage provided under this section 6(b)(i) may, at the election of the Association, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i), provided, however, that for purposes of this section 6(b)(i) benefits provided at the cost of the Officer or the Officer's spouse or dependants pursuant to the Comprehensive Omnibus Budget Reconciliation Act, as amended, shall not be considered Standard Termination Entitlements.

(ii) The Association shall make a lump sum payment to the Officer or, in the event of the Officer's death following the Officer's discharge but before payment, to the Officer's estate in an amount equal to the salary that the Officer would have earned if he had continued working for the Association during the Assurance Period at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to the date of termination (the "Salary Severance Payment"). The Salary Severance Payment shall be computed using the following formula:

SSP = BS x NY

where:

"SSP" is the amount of the Salary Severance Payment, before the deduction of applicable federal, state and local withholding taxes;

"BS" is the highest annual rate of salary achieved by the Officer during the period of three (3) years ending immediately prior to the date of termination; and

"NY" is the Assurance Period expressed as a number of years and fractions of years.

The Salary Severance Payment shall be made sixty (60) days after the Officer's termination of employment and shall be in lieu of any claim to a continuation of base salary which the Officer might otherwise have and in lieu of cash severance benefits under any severance benefits program which may be in effect for officers or employees of the Association.

(iii) The Association shall make a lump sum payment to the Officer or, in the event of the Officer's death following the Officer's discharge but before payment, to the Officer's estate in an amount equal to the potential annual bonuses that the Officer would have earned if the Officer had continued working for the Association during the period of the same length as the Assurance Period,

Page 8 of 25

beginning on the date after the end of the current performance period under the Association’s Annual Incentive Plan for Select Executives at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to the date of termination (the "Bonus Severance Payment"). The Bonus Severance Payment shall be computed using the following formula: 

BSP = ((BS x TIO x IP) + ( BS x TIO x FP)) x NY

where:

"BSP" is the amount of the Bonus Severance Payment, before the deduction of applicable federal, state and local withholding taxes;

"BS" is the highest annual rate of salary achieved by the Officer during the period of three (3) years ending immediately prior to the date of termination;

“TIO” is the target incentive opportunity (expressed as a percentage of base salary) established by the Compensation Committee of the Board of Directors of the Association for the Officer pursuant to the Association’s Annual Incentive Plan for Select Executives for the year in which the employment of the Officer by the Association terminates or, if no target incentive opportunity is established by the Compensation Committee of the Board of Directors of the Association for such year with respect to the Officer, then the highest of the target incentive opportunity established by the Compensation Committee of the Board of Directors of the Association for the Officer pursuant to the Annual Incentive Plan for Select Executives during the period of three (3) years ending immediately prior to the date of termination;

"IP" is either (i) the percentage of the TIO which is to be determined by the individual performance of the Officer as established by the Compensation Committee of the Board of Directors of the Association pursuant to the Association's Annual Incentive Plan for Select Executives for the year in which the employment of the Officer by the Association terminates or, (ii) if no target incentive opportunity has been established with respect to the Officer by the Compensation Committee of the Board of Directors of the Association for the year in which the employment of the Officer by the Association terminates, then the lowest percentage of the target incentive opportunity to be determined by the individual performance of the Officer established by the Compensation Committee of the Board of Directors of the Association for the Officer pursuant to the Annual Incentive Plan for Select Executives during the period of three (3) years ending immediately prior to the date of termination;

"FP" is either (i) the percentage of the TIO with respect to the Officer which is to be determined by the financial performance of the Company as established by the Compensation Committee of the Board of Directors of the Association pursuant to the Association's Annual Incentive Plan for Select Executives for the year in which the employment of the Officer by the Association terminates or, (ii) if no

Page 9 of 25

target incentive opportunity has been established with respect to the Officer by the Compensation Committee of the Board of Directors of the Association for the year in which the employment of the Officer by the Association terminates, then a percentage equal to 100% minus the IP; 

"NY" is the Assurance Period expressed as a number of years and fractions of years.

The Bonus Severance Payment shall be made on the date sixty (60) days after the Officer's termination of employment and shall be in lieu of any claim to a continuation of participation in any cash-based annual bonus or performance-based compensation plans of the Association which the Officer might otherwise have, other than any claim based on rights the Officer may have with regard to any performance period under any such plan that begins before the effective date of the Officer's termination of employment.

The payments and benefits described in section 6(b) are referred to in this Agreement as the "Additional Termination Entitlements". The payments described in section 6(b)(ii) and (iii) shall be computed at the expense of the Company by an attorney of the firm of Arnold & Porter, 399 Park Avenue, New York, NY 10022 or, if such firm is unavailable or unwilling to perform such calculation, by a firm of independent certified public accountants selected by the Officer and reasonably satisfactory to the Company (the "Computation Advisor"). The determination of the Computation Advisor as to the amount of such payments shall be final and binding in the absence of manifest error.

Section 7. Tax Indemnification.

(a) If the Officer's employment terminates under circumstances entitling the Officer or, in the event of the Officer's death following such termination but before payment, his or her estate to the Additional Termination Entitlements, the Company shall pay to the Officer or, in the event of the Officer's death, his or her estate an additional amount (the “Tax Indemnity Payment”) intended to indemnify the Officer against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). The Tax Indemnity Payment shall be determined under the following formula:

TIP   =	E x P
	1 - (( FI x ( 1 - SLI )) + SLI + E + M )

where:

"TIP" is the Tax Indemnity Payment, before the deduction of applicable federal, state and local withholding taxes;

"E" is the percentage rate at which an excise tax is assessed under section 4999 of the Code;

Page 10 of 25

"P" is the amount with respect to which such excise tax is assessed, determined without regard to this section 16;

"FI" is the highest marginal rate of income tax applicable to the Officer under the Code for the taxable year in question;

"SLI" is the sum of the highest marginal rates of income tax applicable to the Officer under all applicable state and local laws for the taxable year in question; and

"M" is the highest marginal rate of Medicare tax applicable to the Officer under the Code for the taxable year in question.

Such computation shall be made at the expense of the Company by the Computation Advisor and shall be based on the following assumptions:

(i) that a change in ownership, a change in effective ownership or control or a change in the ownership of a substantial portion of the assets of the Association or the Company has occurred within the meaning of section 280G of the Code (a "280G Change of Control");

(ii) that all direct or indirect payments made to or benefits conferred upon the Officer on account of the Officer's termination of employment are "parachute payments" within the meaning of section 280G of the Code; and

(iii) that no portion of such payments is reasonable compensation for services rendered prior to the Officer's termination of employment.

(b) With respect to any payment that is presumed to be a parachute payment for purposes of section 280G of the Code, the Tax Indemnity Payment shall be made to the Officer on the earlier of the date the Company, the Association or any direct or indirect subsidiary or affiliate of the Company or the Association is required to withhold such tax or the date the tax is required to be paid by the Officer, unless, prior to such date, the Company delivers to the Officer the written opinion (the "Opinion Letter"), in form and substance reasonably satisfactory to the Officer, of the Computation Advisor or, if the Computation Advisor is unable to provide such opinion, of an attorney or firm of independent certified public accountants selected by the Company and reasonably satisfactory to the Officer, to the effect that the Officer has a reasonable basis on which to conclude that:

(i) no 280G Change in Control has occurred, or

(ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or

(iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or

Page 11 of 25

(iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit.

If the Company delivers an Opinion Letter, the Computation Advisor shall re-compute, and the Company shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter.

(c) In the event that the Officer's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount with respect to which the Tax Indemnity Payment is made, the Officer or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made pursuant to sections 7(a) or 7(b), when increased by the amount of the payment made to the Officer pursuant to this section 7(c), or when reduced by the amount of the payment made to the Company pursuant to this section 7(c), equals the amount that should have properly been paid to the Officer under section 7(a). The interest paid to the Company under this section 7(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to the Officer shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Officer under this section 7, the Officer shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company any right to control or otherwise participate in any action, suit or proceeding to which the Officer is a party as a result of positions taken on the Officer's federal income tax return with respect to the Officer's liability for excise taxes under section 4999 of the Code. Any payment pursuant to this section 7(c) shall be made promptly following the relevant subsequent determination, and shall in any case be made no later than the last day of the calendar year following the calendar year in which any additional taxes for which the Tax Indemnity Payment is to be made are remitted to the Internal Revenue Service.

Section 8. Indemnification upon and following a Change of Control.

(a) To the maximum extent permitted under applicable law, from and after the effective date of a Change of Control, the Association and the Company agree to indemnify and hold harmless the Officer, against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, for acts or omissions in connection with service as an officer of the Association or service in other capacities at the request of the Association or the Company at or prior to the time the Change of Control became effective, whether asserted or claimed prior to, at or after the effective date of the Change of Control, and to advance any such Costs to the Officer as they are from time to time incurred, in each case to the fullest extent the Officer would have been indemnified as a director or officer of the Association or the Company, as applicable, and as then permitted under applicable law. No provision in this Agreement nor any termination

Page 12 of 25

or expiration of this Agreement is intended to authorize the elimination or impairment of any right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw of the Company or the Charter and or a bylaw of the Association by amendment to such a provision after the occurrence of an act or omission that is the subject of an action, suit or proceeding for which indemnification is sought.

(b) The Officer, seeking to claim indemnification under section 8(a) of this Agreement and upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Association thereof, but the failure to so notify shall not relieve the Association or the Company of any liability it may have pursuant to this Agreement to the Officer if such failure does not materially and substantially prejudice the Association or the Company. In the event of any such claim, action, suit, proceeding or investigation,

(i) the Association and the Company shall have the right to assume the defense thereof with counsel reasonably acceptable to the Officer, and the Association and the Company shall not be liable to the Officer for any legal expenses of other counsel subsequently incurred by the Officer in connection with the defense thereof, except that if the Association and the Company do not elect to assume such defense within a reasonable time or counsel for the Officer at any time advises that there are issues which raise conflicts of interest between the Association or the Company and the Officer (and counsel for the Association or the Company does not disagree), the Officer may retain counsel satisfactory to the Officer, and the Association and the Company shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that the Association and the Company shall be obligated pursuant to this paragraph (b)(i) to pay for only one firm of counsel for all indemnified parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such indemnified parties, including the Officer, would present such counsel with a conflict of interest;

(ii) the Officer will reasonably cooperate in the defense of any such matter; and

(iii) the Association and the Company shall not be liable for any settlement effected by the Officer without their prior written consent, which shall not be unreasonably withheld.

Section 9. Resignation.

(a) The Officer may resign from the Officer's employment with the Association at any time. A resignation under this section 9 shall be effected by notice of resignation given by the Officer to the Association and shall take effect on the later of the effective date of termination specified in such notice or the date on which the notice of termination is deemed given by the Officer. For purposes of this Agreement, retirement of the Officer from the employment of the Association or the Company under circumstances defined as "normal retirement" or "early retirement" pursuant to any qualified defined benefit or qualified

Page 13 of 25

defined contribution pension plan maintained by the Association shall be deemed a resignation by the Officer of the Officer's employment with the Association. A resignation by the Officer as described in section 5(a)(ii) of this Agreement, for purposes of this Agreement shall be deemed to be termination with "Cause". The Officer's resignation of any of the positions within the Association or the Company to which he has been assigned shall be deemed a resignation from all such positions.

(b) The Officer's resignation shall be deemed to be for "Good Reason" if the effective date of resignation occurs during the Term, but on or after the effective date of a Pending Change of Control or Change of Control, and is on account of:

(i) the failure of the Association (whether by act or omission of the Board of Directors, or otherwise) to appoint, re-appoint, elect or re-elect the Officer to the office and position with the Association that he held immediately prior to the Change of Control or Pending Change of Control (the "Assigned Office") or to a more senior office and position;

(ii) if the Officer is or becomes a member of the Board of Directors of the Association, the failure of the shareholders of the Association (whether in an election in which the Officer stands as a nominee or in an election where the Officer is not a nominee), to elect or re-elect the Officer to such directorship at the expiration of the Officer's term as a director, unless such failure is a result of the Officer's refusal to stand for election;

(iii) a material failure by the Association, whether by amendment of the charter or organization, by-laws, action of the Board of Directors of the Association or otherwise, to vest in the Officer the functions, duties, or responsibilities customarily associated with the Assigned Office; provided that the Officer shall have given notice of such failure to the Association, and the Association has not fully cured such failure within thirty (30) days after such notice is deemed given;

(iv) any reduction of the Officer's rate of base salary in effect from time to time, whether or not material, or any failure, other than due to reasonable administrative error that is fully cured within 5 days after notice of such administrative error is deemed given, to pay any portion of the Officer's compensation as and when due;

(v) any change in the terms and conditions of any compensation or benefit program in which the Officer participates which, either individually or together with other changes, has a material adverse effect on the aggregate value of the Officer's total compensation package; provided that the Officer shall have given notice of such material adverse effect to the Association, and the Association has not fully cured such failure within thirty (30) days after such notice is deemed given;

Page 14 of 25

(vi) any material breach by the Company or the Association of any material term, condition or covenant contained in this Agreement; provided that the Officer shall have given notice to the Company and the Association of such material adverse effect, and the Company or the Association have not fully cured such failure within thirty (30) days after such notice is deemed given; or

(vii) a change in the Officer's principal place of employment to a location that is outside of Nassau County or Queens County, New York.

In all other cases, a resignation by the Officer shall be deemed to be without Good Reason. In the event of resignation, the Officer shall state in the Officer's notice of resignation whether the Officer considers his or her resignation to be a resignation with Good Reason, and if he does, he shall state in such notice the grounds which constitute Good Reason. The Officer's determination of the existence of Good Reason shall be conclusive in the absence of fraud, bad faith or manifest error.

(c) In the event of the Officer's resignation for any reason, the Association shall pay and deliver the Standard Termination Entitlements. In the event of the Officer's resignation with Good Reason and such resignation is effective within six (6) months of the effective date of the Change of Control (the "Resignation Window Period"), the Association shall also pay and deliver the Additional Termination Entitlements. In the event the Officer's resignation with Good Reason is based upon section 9(b)(iii),(iv),(v) or (vi) and the notice required by such provision has been given within six months of the effective date of the Change of Control but the applicable cure period will not expire until on or after the date which is six months following the effective date of the Change of Control, the Resignation Window Period shall be extended so as expire 30 days following the expiration of the applicable cure period.

Section 10. Terms and Conditions of the Additional Termination Entitlements.

The Association and the Officer hereby stipulate that the damages which may be incurred by the Officer following any termination of employment are not capable of accurate measurement as of the date first above written and that the Additional Termination Entitlements constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Officer's efforts, if any, to mitigate damages. The Association and the Officer further agree that the Association may elect to condition the payment and delivery of the Additional Termination Entitlements on the receipt and effectiveness of:

(a) the Officer's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Association or any subsidiary or affiliate of the Association; and

(b) a release of the Association and the Company and their officers, directors, shareholders, subsidiaries and affiliates, in form and substance satisfactory to the Association, of any liability to the Officer, whether for compensation or damages, in connection with the Officer's employment with the Association and the termination of such employment, except for the Standard Termination Entitlements, the Additional Termination Entitlements, the Tax

Page 15 of 25

Indemnity Payment and indemnification payments due the Officer pursuant to section 6 or section 7 of this Agreement;

provided, however, that any such election by the Association will only be effective if the Association notifies the Officer of its election in writing within five (5) days of the Officer's termination of employment.

To the extent the Association timely elects to condition the payment and delivery of the Additional Termination Entitlements or any other amount due under this Agreement upon the receipt and effectiveness of the Officer's resignation or release provided in section 10(b) of this Agreement, neither the Additional Termination Entitlements nor any other amount due so conditioned shall be paid to the Officer if any resignation or release so required is not both received by the Association and effective before the first date upon which such payments are to be paid under this Agreement.

Section 11. Confidentiality.

Unless the Officer obtains the prior written consent of the Association or the Company, the Officer shall keep confidential and shall refrain from using for the benefit of himself or herself, or any person or entity other than the Company or any entity which is a subsidiary of the Company or of which the Company is a subsidiary, any material document or information obtained from the Company, or from its parent or subsidiaries, in the course of the Officer's employment with any of them concerning their properties, operations or business (unless such document or information is readily ascertainable from public or published information or trade sources or has otherwise been made available to the public through no fault of the Officer) until the same ceases to be material (or becomes so ascertainable or available); provided, however, that nothing in this section 11 shall prevent the Officer, with or without the Company's consent, from participating in or disclosing documents or information in connection with any judicial or administrative investigation, inquiry or proceeding to the extent that such participation or disclosure is required under applicable law.

Section 12. No Effect on Employee Benefit Plans or Programs.

Except to the extent specifically provided herein, the termination of the Officer's employment during the Term or thereafter, whether by the Association or by the Officer, shall have no effect on the rights and obligations of the parties hereto under the Association's qualified or non-qualified retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or such other employee benefit plans or programs, or compensation plans or programs, as may be maintained by, or cover employees of, the Association from time to time; provided, however, that nothing in this Agreement shall be deemed to duplicate any compensation or benefits provided under any severance agreement, plan or program covering the Officer to which the Association or Company is a party and any duplicative amount payable under any such agreement, plan or program shall be applied as an offset to reduce the amounts otherwise payable hereunder. The Additional Termination Entitlements provided hereunder, when due and payable or provided to the Officer, or in the case of the Officer's death, to his or her estate, surviving dependants or designated beneficiaries, as

Page 16 of 25

applicable, are acknowledged to be in lieu of any benefits that would otherwise be provided under such circumstances pursuant to the Association's Severance Pay Plan, as amended, or Severance Compensation Plan, as amended.

Section 13. Successors and Assigns.

This Agreement will inure to the benefit of and be binding upon the Officer, the Officer's legal representatives and testate or intestate distributees, and the Company and the Association and their respective successors and assigns, including any successor by merger or consolidation or a statutory receiver or any other person or firm or corporation to which all or substantially all of the assets and business of the Company or the Association may be sold or otherwise transferred. Failure of the Company to obtain from any successor its express written assumption of the Company's or Association's obligations hereunder at least 60 days in advance of the scheduled effective date of any such succession shall, if such succession constitutes a Change of Control, constitute Good Reason for the Officer's resignation on or at any time during the Term following the occurrence of such succession.

Section 14. No Attachment.

Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to affect any such action shall be null, void, and of no effect.

Section 15. Notices.

Any communication required or permitted to be given under this Agreement, including any notice, direction, designation, consent, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally, or five days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below or at such other address as one such party may by written notice specify to the other party:

If to the Officer:

Joseph A. Micali

13 Yellow Brook Road

Holmdel, New Jersey 07733

If to the Company or the Association:

Astoria Financial Corporation

One Astoria Federal Plaza

Lake Success, New York 11042

Page 17 of 25

Attention: Senior Executive Vice President, Secretary and Chief Risk Officer

with a copy to:

Arnold & Porter

399 Park Avenue

New York, NY 10022

Attention: W. Edward Bright, Esq.

Section 16. Indemnification for Attorneys' Fees.

(a) The Association shall indemnify, hold harmless and defend the Officer against reasonable costs, including legal fees, incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved, as a result of the Officer's efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Officer shall have substantially prevailed on the merits pursuant to a judgment, decree or order of a court of competent jurisdiction or of an arbitrator in an arbitration proceeding, or in a settlement. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Association's obligations under this Agreement shall be conclusive evidence of the Officer's entitlement to indemnification under this Agreement, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise.

(b) The Association's or the Company's obligation to make the payments provided for in this Agreement and otherwise to perform their respective obligations under this Agreement shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Association or the Company may have against the Officer or others. In no event shall the Officer be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Officer under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Officer obtains other employment. Unless it is determined that the Officer has acted frivolously or in bad faith, the Association shall pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Officer may reasonably incur as a result of or in connection with the Officer's consultation with legal counsel or arising out of any action, suit, proceeding, tax controversy, appeal or contest (regardless of the outcome thereof) by the Association, the Company, the Officer or others regarding the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Officer about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in section 7872(f)(2)(A) of the Code.

(c) Any payment or reimbursement by the Association or the Company pursuant to this section 16 shall be made no later than the last day of the calendar year following (i) the calendar year in which the Officer incurs the expense, or (ii) if later, in the case of fees or

Page 18 of 25

expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability regarding any excise tax that is subject to indemnification by the Officer under section 7 of this Agreement, (A) the calendar year in which such tax liability is paid, or (B), if no tax liability is to be paid as a result of such tax audit or litigation, the calendar year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation, or (iii), if later, within sixty (60) days after the settlement or resolution that gives rise to the Officer's right to reimbursement; provided, however, that the Officer shall have submitted to the Association or the Company documentation supporting such expenses at such time and in such manner as the Association or the Company may reasonably require.

Section 17. Employment Rights and Funding Obligations.

(a) Nothing expressed or implied in this Agreement shall create any right or duty on the part of the Association, the Company or the Officer to have the Officer continue as an officer of the Association or the Company or to remain in the employment of the Association, the Company.

(b) Nothing expressed or implied in this Agreement shall create any right or duty on the part of the Association, the Company or the Officer to create a trust of any kind to fund any benefits which may be payable pursuant to this Agreement, and to the extent that the Officer acquires a right to receive benefits from the Association or the Company pursuant to this Agreement, such right shall be no greater than the right of any unsecured general creditor of the Association or the Company, respectively.

Section 18. Withholding.

The Association or the Company, as applicable, shall have the right to deduct and withhold from any amounts paid in cash pursuant to this Agreement by the Association or the Company, respectively, any taxes or other amounts required by law to be withheld with respect to such payment.

Section 19. Compliance with Section 409A of the Code.

The Officer, the Association and the Company acknowledge that each of the payments and benefits promised to the Officer under this Agreement must either comply with the requirements of Section 409A of the Code and the regulations thereunder ("Section 409A") or qualify for an exception from compliance. To that end, the Officer, the Association and the Company agree that

(a) the payment described in section 2(a) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Company’s customary payment timing arrangement;

(b) the benefits and payments described in section 2(b) are expected to comply with or be excepted from compliance with Section 409A on their own terms;

Page 19 of 25

(c) the payments on a disability described in section 4(b) are expected to be excepted from compliance with Section 409A as “disability pay” pursuant to Treasury Regulation section 1.409A-1(a)(5);

(d) the welfare benefits provided in kind under section 6(b)(i) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section 1.409A-1(a)(5) and/or as benefits not includible in gross income;

(e) the Tax Indemnity Payment provided under section 7 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v);

(f) the indemnification provided in section 8(a) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(10) as indemnification against claims based on acts or omissions as a service provider;

(g) the general indemnification and reimbursements described in section 16 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv) and shall be administered to satisfy such requirements; and

(h) the reimbursements of expenses incurred due to a tax audit or litigation addressing a tax liability in section 16 are intended to satisfy the requirements for reimbursement of expenses incurred under such audits or litigation described in Treasury Regulation section 1.409A-3(i)(1)(v).

In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the Officer’s earliest separation from service (within the meaning of Treasury Regulation section 1.409A-1(h)) and, if the Officer is a specified employee (within the meaning of Treasury Regulation section 1.409A-1(i)) on the date of his or her separation from service, the first day of the seventh month following the Officer’s separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s separation from service, shall be deposited on the date on which, but for such deferral, the Association or the Company would have paid such amount to the Officer, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Association or the Company with the approval of the Officer (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Page 20 of 25

Section 20. Severability.

A determination that any provision of this Agreement is invalid or unenforceable shall not affect the validity or enforceability of any other provision hereof.

Section 21. Survival.

The rights and obligations of the Association, the Company and the Officer under this Agreement, unless otherwise expressly provided in this Agreement, shall survive the expiration of the term or other termination of this Agreement.

Section 22. Waiver.

Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant, or condition. A waiver of any provision of this Agreement must be made in writing, designated as a waiver, and signed by the party against whom its enforcement is sought. Any waiver or relinquishment of any right or power hereunder at any one or more times shall not be deemed a waiver or relinquishment of such right or power at any other time or times.

Section 23. Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement.

Section 24. Governing Law.

Except to the extent preempted by federal law, this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts entered into and to be performed entirely within the State of New York.

Section 25. Headings and Construction.

The headings of sections in this Agreement are for convenience of reference only and are not intended to qualify the meaning of any section. Any reference to a section number shall refer to a section of this Agreement, unless otherwise stated.

Section 26. Entire Agreement; Modifications.

This instrument contains the entire agreement of the parties relating to the subject matter hereof, and supersedes in its entirety any and all prior agreements, understandings or representations relating to the subject matter hereof. No modifications of this Agreement shall be valid unless made in writing and signed by the parties hereto; provided, however, that this Agreement shall be subject to amendment in the future in such manner as the Association or the Company shall reasonably deem necessary or appropriate to effect compliance with Section 409A, and to avoid the imposition of penalties and additional taxes under Section 409A, it being the express intent of the parties that any such amendment shall not diminish the economic benefit of the Agreement to the Officer on a present value basis.

Page 21 of 25

Section 27. Required Regulatory Provisions.

The following provisions are included for the purposes of complying with various laws, rules and regulations applicable to the Association:

(a) Notwithstanding anything herein contained to the contrary, in no event shall the aggregate amount of compensation payable to the Officer on account of the Officer's termination of employment exceed three times the Officer's average annual total compensation for the last five consecutive calendar years to end prior to the Officer's termination of employment with the Association (or for the Officer's entire period of employment with the Association if less than five calendar years).

(b) Notwithstanding anything herein contained to the contrary, any payments to the Officer by the Association, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with section 18(k) of the Federal Deposit Insurance Act ("FDI Act"), 12 U.S.C. Section 1828(k), and any regulations promulgated thereunder.

(c) Notwithstanding anything herein contained to the contrary, if the Officer is suspended from office and/or temporarily prohibited from participating in the conduct of the affairs of the Association pursuant to a notice served under section 8(e)(3) or 8(g)(1) of the FDI Act, 12 U.S.C. Section 1818(e)(3) or 1818(g)(1), the Association's obligations under this Agreement shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in such notice are dismissed, the Association, in its discretion, may (i) pay to the Officer all or part of the compensation withheld while the Association's obligations hereunder were suspended and (ii) reinstate, in whole or in part, any of the obligations which were suspended.

(d) Notwithstanding anything herein contained to the contrary, if the Officer is removed and/or permanently prohibited from participating in the conduct of the Association's affairs by an order issued under section 8(e)(4) or 8(g)(1) of the FDI Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all prospective obligations of the Association under this Agreement shall terminate as of the effective date of the order, but vested rights and obligations of the Association and the Officer shall not be affected.

(e) Notwithstanding anything herein contained to the contrary, if the Association is in default (within the meaning of section 3(x)(1) of the FDI Act, 12 U.S.C. Section 1813(x)(1), all prospective obligations of the Association under this Agreement shall terminate as of the date of default, but vested rights and obligations of the Association and the Officer shall not be affected.

(f) Notwithstanding anything herein contained to the contrary, all prospective obligations of the Association hereunder shall be terminated, except to the extent that a continuation of this Agreement is necessary for the continued operation of the Association: (i) by the Director of the Office of Thrift Supervision ("OTS") or his designee or the Federal Deposit Insurance Corporation ("FDIC"), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Association under the authority contained in section 13(c) of the FDI Act, 12 U.S.C. Section 1823(c); (ii) by the Director of the OTS or his designee at the time

Page 22 of 25

such Director or designee approves a supervisory merger to resolve problems related to the operation of the Association or when the Association is determined by such Director to be in an unsafe or unsound condition. The vested rights and obligations of the parties shall not be affected.

If and to the extent that any of the foregoing provisions shall cease to be required or by applicable law, rule or regulation, the same shall become inoperative as though eliminated by formal amendment of this Agreement. None of the foregoing provisions, other than section 27(b) shall limit any obligations of the Company under this Agreement.

Section 28. Guaranty.

The Company hereby irrevocably and unconditionally guarantees to the Officer the payment of all amounts, and the performance of all other obligations, due from the Association in accordance with the terms of this Agreement as and when due without any requirement of presentment, demand of payment, protest or notice of dishonor or nonpayment. Solely for purposes of determining the extent of the Company's guarantee, the obligations of the Association under this Agreement shall be determined as though section 27(a), (c), (d), (e) and (f) did not apply to the Association.

Page 23 of 25

IN WITNESS WHEREOF, the Association and the Company have caused this Agreement to be executed and the Officer has hereunto set the Officer's hand, all as of the day and year first above written.

Attest:			ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION
By:	/s/ Alan P. Eggleston	By:	/s/ Gerard C. Keegan
Name:	Alan P. Eggleston	Name:	Gerard C. Keegan
Title:	Senior Executive Vice President, Secretary and Chief Risk Officer	Title:	Vice Chairman and Chief Administrative Officer

Attest:			ASTORIA FINANCIAL CORPORATION
By:	/s/ Alan P. Eggleston	By:	/s/ Gerard C. Keegan
Name:	Alan P. Eggleston	Name:	Gerard C. Keegan
Title:	Senior Executive Vice President, Secretary and Chief Risk Officer	Title:	Vice Chairman and Chief Administrative Officer

Page 24 of 25

Schedule to Exhibit 10.6

The form of Change of Control Severance Agreement was entered into between and among Astoria Federal Savings and Loan Association, Astoria Financial Corporation and the following individuals, each holding the title of senior vice president:

Individual	Home Address	Effective Date
Teresa A. Rotondo	2 Sean Michael Court	January 1, 2012
	Farmingdale, NY 11735
Joseph A. Micali	13 Yellow Brook Road	February 14, 2012
	Holmdel, NJ 07733
John F. Kennedy (1)	27 Loan Oak Path	February 15, 2012
	Smithtown, NY 11789
Kevin Corbett	4006 Fulton Avenue	April 19, 2012
	Seaford, NY 11783

(1) Mr. Kennedy’s Change of Control Severance Agreement was signed on behalf of Astoria Federal Savings and Loan Association and Astoria Financial Corporation by Frank. E. Fusco, Senior Executive Vice President and Chief Financial Officer

Page 25 of 25

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Monte N. Redman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Astoria Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 10, 2012

/s/ Monte N. Redman                      

Monte N. Redman

President and Chief Executive Officer

Astoria Financial Corporation

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Frank E. Fusco, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Astoria Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 10, 2012

/s/ Frank E. Fusco                            

Frank E. Fusco

Senior Executive Vice President, Treasurer and Chief Financial Officer

Astoria Financial Corporation

EX-32.1

Exhibit 32.1

STATEMENT FURNISHED PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This statement is being furnished in connection with the filing by Astoria Financial Corporation (the “Company”) of the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2012 (the “Report”).

By execution of this statement, the undersigned, Monte N. Redman, as President and Chief Executive Officer of the Company, and Frank E. Fusco, as Senior Executive Vice President, Treasurer and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(A) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and

(B) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report.

May 10, 2012	/s/ Monte N. Redman
Dated	Monte N. Redman President and Chief Executive Officer

May 10, 2012	/s/ Frank E. Fusco
Dated	Frank E. Fusco Senior Executive Vice President, Treasurer and Chief Financial Officer

XML

Balances of Multi-Family and Commercial Real Estate Mortgage Receivable Segments by Credit Quality Indicator (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	$ 13,304,561	$ 13,197,560
Mortgage Loans (Gross)
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	13,028,530	12,915,116
Mortgage Loans (Gross) | Multi-Family
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	1,860,765	1,693,871
Mortgage Loans (Gross) | Multi-Family | Not Classified
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	1,700,674	1,557,315
Mortgage Loans (Gross) | Multi-Family | Classified
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	160,091	136,556
Mortgage Loans (Gross) | Commercial Real Estate
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	622,404	659,706
Mortgage Loans (Gross) | Commercial Real Estate | Not Classified
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	555,390	596,799
Mortgage Loans (Gross) | Commercial Real Estate | Classified
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	$ 67,014	$ 62,907

XML

Litigation - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012
Commitments and Contingencies Disclosure [Line Items]
Alleged tax deficiency including interest and penalties related to 2006 through 2008 tax year	$ 13.3

XML

Stock Incentive Plans - Additional Information (Detail) (USD $)	3 Months Ended
	Mar. 31, 2012 Year	Mar. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock, shares forfeited	101,254
Restricted stock, additional shares to be forfeited	167,522
Reversal of stock-based compensation expense, net of taxes	$ 569,000
Reversal of stock-based compensation expense, taxes	310,000
Stock-based compensation expense, net of taxes	336,000	1,400,000
Stock-based compensation expense, taxes	184,000	771,000
Pre-tax compensation cost related to non-vested restricted stock awards not yet recognized	13,500,000
Pre-tax compensation cost related to all nonvested awards of restricted stock not yet recognized, weighted average period	2.8
Restricted stock granted	6,000
Performance Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation cost related to non-vested restricted stock awards not yet recognized	$ 860,000
Restricted stock granted	65,000

XML

Net Periodic Cost for Defined Benefit Pension Plans and Other Postretirement Benefit Plan (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended	3 Months Ended
	Dec. 31, 2011	Mar. 31, 2012 Pension Benefits	Mar. 31, 2011 Pension Benefits	Mar. 31, 2012 Other Postretirement Benefits	Mar. 31, 2011 Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost		$ 1,514	$ 1,145	$ 195	$ 139
Interest cost		3,002	3,057	363	335
Expected return on plan assets		(2,618)	(2,675)
Recognized net actuarial loss		3,238	2,075	162	29
Amortization of prior service cost (credit)		11	48	(7)	(25)
Curtailment and settlement		7	28
Net periodic cost	$ 14,800	$ 5,154	$ 3,678	$ 713	$ 478

XML

Changes in Allowance for Loan Losses by Loan Receivable Segment (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses, Beginning Balance	$ 157,185
Provision charged to operations	10,000
Charge-offs	(19,075)
Recoveries	1,789
Allowance for loan losses, Ending Balance	149,899
Consumer and Other Loans
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses, Beginning Balance	3,800
Provision charged to operations	384
Charge-offs	(600)
Recoveries	88
Allowance for loan losses, Ending Balance	3,672
Mortgage Loans (Gross) | One-to-Four Family
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses, Beginning Balance	105,991
Provision charged to operations	988
Charge-offs	(17,704)
Recoveries	1,623
Allowance for loan losses, Ending Balance	90,898
Mortgage Loans (Gross) | Multi-Family
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses, Beginning Balance	35,422
Provision charged to operations	9,860
Charge-offs	(432)
Recoveries	77
Allowance for loan losses, Ending Balance	44,927
Mortgage Loans (Gross) | Commercial Real Estate
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses, Beginning Balance	11,972
Provision charged to operations	(1,232)
Charge-offs	(339)
Recoveries	1
Allowance for loan losses, Ending Balance	$ 10,402

XML

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2012

Carrying Value of Assets Measured at Fair Value on Recurring Basis and Level within Fair Value Hierarchy

The following tables set forth the carrying value of our assets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurement falls at the dates indicated.

	Carrying Value at March 31, 2012
(In Thousands)	Total		Level 1		Level 2		Level 3
Securities available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	239,703	$	-	$	239,703	$	-
Non-GSE issuance REMICs and CMOs		15,009		-		15,009		-
GSE pass-through certificates		24,414		-		24,414		-
Obligations of GSEs		24,886		-		24,886		-
Freddie Mac and Fannie Mae stock		4,620		4,620		-		-
Total securities available-for-sale	$	308,632	$	4,620	$	304,012	$	-

	Carrying Value at December 31, 2011
(In Thousands)	Total		Level 1		Level 2		Level 3
Securities available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	298,620	$	-	$	298,620	$	-
Non-GSE issuance REMICs and CMOs		15,795		-		15,795		-
GSE pass-through certificates		25,192		-		25,192		-
Freddie Mac and Fannie Mae stock		4,580		4,580		-		-
Total securities available-for-sale	$	344,187	$	4,580	$	339,607	$	-

Carrying Value of Assets Measured at Fair Value on Non-Recurring Basis which Fall within Level 3 of Fair Value Hierarchy

The following table sets forth the carrying value of those of our assets which were measured at fair value on a non-recurring basis at the dates indicated. The fair value measurement for all of these assets falls within Level 3 of the fair value hierarchy.

	Carrying Value
(In Thousands)		At March 31, 2012		At December 31, 2011
Non-performing loans held-for-sale, net		$	4,923	$	19,744
Impaired loans			252,346		232,849
MSR, net			8,057		8,136
REO, net			29,630		36,956
Total		$	294,956	$	297,685

Losses Recognized on Assets Measured at Fair Value on Non-Recurring Basis

The following table provides information regarding the losses recognized on our assets measured at fair value on a non-recurring basis for the periods indicated.

	For the Three Months Ended March 31,
(In Thousands)	2012		2011
Non-performing loans held-for-sale, net (1)	$	54	$	2,587
Impaired loans (2)		15,875		14,582
MSR, net (3)		-		-
REO, net (4)		2,534		3,505
Total	$	18,463	$	20,674

(1)	Losses are charged against the allowance for loan losses in the case of a write-down upon the reclassification of a loan to held-for-sale.  Losses subsequent to the reclassification of a loan to held-for-sale are charged to other non-interest income.
(2)	Losses are charged against the allowance for loan losses.
(3)	Losses are charged to mortgage banking income, net.
(4)	Losses are charged against the allowance for loan losses in the case of a write-down upon the transfer of a loan to REO. Losses subsequent to the transfer of a loan to REO are charged to REO expense which is a component of other non-interest expense.

XML

Carrying Value of Assets Measured at Fair Value on Recurring Basis and Level within Fair Value Hierarchy (Detail) (Available-for-sale securities, USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	$ 308,632	$ 344,187
Residential mortgage-backed securities | GSE issuance REMICs and CMOs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	239,703	298,620
Residential mortgage-backed securities | Non-GSE issuance REMICs and CMOs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	15,009	15,795
Residential mortgage-backed securities | GSE pass-through certificates
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	24,414	25,192
Residential mortgage-backed securities | Obligations of GSEs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	24,886
Freddie Mac and Fannie Mae stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	4,620	4,580
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	4,620	4,580
Level 1 | Freddie Mac and Fannie Mae stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	4,620	4,580
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	304,012	339,607
Level 2 | Residential mortgage-backed securities | GSE issuance REMICs and CMOs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	239,703	298,620
Level 2 | Residential mortgage-backed securities | Non-GSE issuance REMICs and CMOs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	15,009	15,795
Level 2 | Residential mortgage-backed securities | GSE pass-through certificates
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	24,414	25,192
Level 2 | Residential mortgage-backed securities | Obligations of GSEs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	$ 24,886

XML

Information about Loans Receivable by Segment and Class Modified in Troubled Debt Restructuring and had Payment Default (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2011 Investment	Mar. 31, 2012 Defaulted Loans Investment	Mar. 31, 2012 Defaulted Loans Mortgage Loans (Gross) One-to-Four Family Full Documentation Interest Only Loans Investment	Mar. 31, 2012 Defaulted Loans Mortgage Loans (Gross) One-to-Four Family Full Documentation Amortizing Loans Investment	Mar. 31, 2012 Defaulted Loans Mortgage Loans (Gross) One-to-Four Family Reduced Documentation Interest Only Loans Investment	Mar. 31, 2012 Defaulted Loans Mortgage Loans (Gross) One-to-Four Family Reduced Documentation Amortizing Loans Investment	Mar. 31, 2012 Defaulted Loans Mortgage Loans (Gross) Multi-Family Investment
Financing Receivable, Modifications [Line Items]
Number of Loans	21	17	2	1	7	6	1
Recorded Investment		$ 7,663	$ 524	$ 81	$ 3,493	$ 1,780	$ 1,785

XML

Balances of One-to-Four Family Mortgage and Consumer and Other Loan Receivable Segments by Class and Credit Quality Indicator (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	$ 13,304,561	$ 13,197,560
Consumer and Other Loans
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	276,031	282,444
Consumer and Other Loans | Home Equity
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	252,911	259,036
Consumer and Other Loans | Other Loans
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	23,120	23,408
Mortgage Loans (Gross)
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	13,028,530	12,915,116
Mortgage Loans (Gross) | One-to-Four Family
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	10,545,361	10,561,539
Mortgage Loans (Gross) | One-to-Four Family | Full Documentation Interest Only Loans
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	2,477,589	2,695,940
Mortgage Loans (Gross) | One-to-Four Family | Full Documentation Amortizing Loans
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	6,542,757	6,308,047
Mortgage Loans (Gross) | One-to-Four Family | Reduced Documentation Interest Only Loans
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	1,106,631	1,145,340
Mortgage Loans (Gross) | One-to-Four Family | Reduced Documentation Amortizing Loans
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	418,384	412,212
Performing | Consumer and Other Loans | Home Equity
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	246,555	253,041
Performing | Consumer and Other Loans | Other Loans
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	23,039	23,335
Performing | Mortgage Loans (Gross) | One-to-Four Family | Full Documentation Interest Only Loans
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	2,375,927	2,588,437
Performing | Mortgage Loans (Gross) | One-to-Four Family | Full Documentation Amortizing Loans
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	6,496,286	6,264,110
Performing | Mortgage Loans (Gross) | One-to-Four Family | Reduced Documentation Interest Only Loans
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	979,975	1,014,039
Performing | Mortgage Loans (Gross) | One-to-Four Family | Reduced Documentation Amortizing Loans
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	380,971	377,086
Non-performing | Consumer and Other Loans | Home Equity
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	6,356	5,995
Non-performing | Consumer and Other Loans | Other Loans
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	81	73
Non-performing | Mortgage Loans (Gross) | One-to-Four Family | Full Documentation Interest Only Loans
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	101,662	107,503
Non-performing | Mortgage Loans (Gross) | One-to-Four Family | Full Documentation Amortizing Loans
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	46,471	43,937
Non-performing | Mortgage Loans (Gross) | One-to-Four Family | Reduced Documentation Interest Only Loans
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	126,656	131,301
Non-performing | Mortgage Loans (Gross) | One-to-Four Family | Reduced Documentation Amortizing Loans
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	$ 37,413	$ 35,126

XML

Losses Recognized on Assets Measured at Fair Value on Non-Recurring Basis (Detail) (Level 3, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012		Mar. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Losses recognized on assets measured at fair value on a non-recurring basis	$ 18,463		$ 20,674
Non-performing loans held-for-sale, net
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Losses recognized on assets measured at fair value on a non-recurring basis	54	[1]	2,587	[1]
Impaired loans
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Losses recognized on assets measured at fair value on a non-recurring basis	15,875	[2]	14,582	[2]
MSR, net
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Losses recognized on assets measured at fair value on a non-recurring basis		[3]		[3]
REO, net
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Losses recognized on assets measured at fair value on a non-recurring basis	$ 2,534	[4]	$ 3,505	[4]

[1] Losses are charged against the allowance for loan losses in the case of a write-down upon the reclassification of a loan to held-for-sale. Losses subsequent to the reclassification of a loan to held-for-sale are charged to other non-interest income.

[2] Losses are charged against the allowance for loan losses.

[3] Losses are charged to mortgage banking income, net.

[4] Losses are charged against the allowance for loan losses in the case of a write-down upon the transfer of a loan to REO. Losses subsequent to the transfer of a loan to REO are charged to REO expense which is a component of other non-interest expense.

XML

Restricted Stock Activity in Stock Incentive Plans (Detail) (USD $)	3 Months Ended
	Mar. 31, 2012
Number of Shares
Number of Shares, Nonvested at beginning of period	1,936,225
Granted	6,000
Vested	(305,970)
Forfeited	(101,254)
Number of Shares, Nonvested at end of period	1,535,001
Weighted-Average Grant Date Fair Value
Weighted-Average Grant Date Fair Value, Nonvested at beginning of period	$ 16.53
Granted	$ 8.24
Vested	$ (27.54)
Forfeited	$ (13.89)
Weighted-Average Grant Date Fair Value, Nonvested at end of period	$ 14.48

XML

Basis of Presentation

3 Months Ended

Mar. 31, 2012

Basis of Presentation

1. Basis of Presentation

The accompanying consolidated financial statements include the accounts of Astoria Financial Corporation and its wholly-owned subsidiaries: Astoria Federal Savings and Loan Association and its subsidiaries, referred to as Astoria Federal, and AF Insurance Agency, Inc. As used in this quarterly report, “we,” “us” and “our” refer to Astoria Financial Corporation and its consolidated subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

In addition to Astoria Federal and AF Insurance Agency, Inc., we have another subsidiary, Astoria Capital Trust I, which is not consolidated with Astoria Financial Corporation for financial reporting purposes. Astoria Capital Trust I was formed for the purpose of issuing $125.0 million aggregate liquidation amount of 9.75% Capital Securities due November 1, 2029, or Capital Securities, and $3.9 million of common securities, which are owned by Astoria Financial Corporation, and used the proceeds to acquire Junior Subordinated Debentures issued by Astoria Financial Corporation. The Junior Subordinated Debentures total $128.9 million, have an interest rate of 9.75%, mature on November 1, 2029 and are the sole assets of Astoria Capital Trust I. The Junior Subordinated Debentures are prepayable, in whole or in part, at our option at declining premiums to November 1, 2019, after which the Junior Subordinated Debentures are prepayable at par value. The Capital Securities have the same prepayment provisions as the Junior Subordinated Debentures. Astoria Financial Corporation has fully and unconditionally guaranteed the Capital Securities along with all obligations of Astoria Capital Trust I under the trust agreement relating to the Capital Securities. See Note 9 of Notes to Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of our 2011 Annual Report on Form 10-K for restrictions on our subsidiaries’ ability to pay dividends to us.

In our opinion, the accompanying consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of our financial condition as of March 31, 2012 and December 31, 2011, our results of operations and other comprehensive income for the three months ended March 31, 2012 and 2011, changes in our stockholders’ equity for the three months ended March 31, 2012 and our cash flows for the three months ended March 31, 2012 and 2011. In preparing the consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities for the consolidated statements of financial condition as of March 31, 2012 and December 31, 2011, and amounts of revenues, expenses and other comprehensive income/loss in the consolidated statements of income and comprehensive income for the three months ended March 31, 2012 and 2011. The results of operations and other comprehensive income/loss for the three months ended March 31, 2012 are not necessarily indicative of the results of operations and other comprehensive income/loss to be expected for the remainder of the year. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles, or GAAP, have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC. Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

These consolidated financial statements should be read in conjunction with our December 31, 2011 audited consolidated financial statements and related notes included in our 2011 Annual Report on Form 10-K.

XML

Reconciliation of Basic and Diluted Earnings Per Share (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012		Mar. 31, 2011
Earnings Per Share Disclosure [Line Items]
Net income	$ 9,996		$ 27,384
Income allocated to participating securities (restricted stock)			(661)
Income attributable to common shareholders	$ 9,996		$ 26,723
Average number of common shares outstanding - basic	95,018,867		92,734,401
Dilutive effect of stock options		[1]		[1]
Average number of common shares outstanding - diluted	95,018,867		92,734,401
Income per common share attributable to common shareholders:
Basic	$ 0.11		$ 0.29
Diluted	$ 0.11		$ 0.29

[1] Excludes options to purchase 5,822,224 shares of common stock which were outstanding during the three months ended March 31, 2012 and options to purchase 6,915,789 shares of common stock which were outstanding during the three months ended March 31, 2011 because their inclusion would be anti-dilutive.

XML

Estimated Fair Values of Securities with Gross Unrealized Losses in Continuous Unrealized Loss Position for Less Than Twelve Months and for Twelve Months or Longer (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Schedule of Investments [Line Items]
Available-for-Sale, Less Than Twelve Months Estimated Fair Value	$ 25,021	$ 1,478
Available-for-Sale, Less Than Twelve Months Gross Unrealized Losses	(66)	(24)
Available-for-Sale, Twelve Months or Longer Estimated Fair Value	14,591	15,261
Available-for-Sale, Twelve Months or Longer Gross Unrealized Losses	(203)	(291)
Available-for-Sale, Total Estimated Fair Value	39,612	16,739
Available-for-Sale, Total Gross Unrealized Losses	(269)	(315)
Held-to-Maturity, Less Than Twelve Months Estimated Fair Value	104,072	54,594
Held-to-Maturity, Less Than Twelve Months Gross Unrealized Losses	(147)	(147)
Held-to-Maturity, Twelve Months or Longer Estimated Fair Value
Held-to-Maturity, Twelve Months or Longer Gross Unrealized Losses
Held-to-Maturity, Total Estimated Fair Value	104,072	54,594
Held-to-Maturity, Total Gross Unrealized Losses	(147)	(147)
GSE issuance REMICs and CMOs
Schedule of Investments [Line Items]
Available-for-Sale, Less Than Twelve Months Estimated Fair Value		360
Available-for-Sale, Less Than Twelve Months Gross Unrealized Losses		(1)
Available-for-Sale, Total Estimated Fair Value		360
Available-for-Sale, Total Gross Unrealized Losses		(1)
Held-to-Maturity, Less Than Twelve Months Estimated Fair Value	72,340	53,347
Held-to-Maturity, Less Than Twelve Months Gross Unrealized Losses	(100)	(146)
Held-to-Maturity, Twelve Months or Longer Estimated Fair Value
Held-to-Maturity, Twelve Months or Longer Gross Unrealized Losses
Held-to-Maturity, Total Estimated Fair Value	72,340	53,347
Held-to-Maturity, Total Gross Unrealized Losses	(100)	(146)
Non-GSE issuance REMICs and CMOs
Schedule of Investments [Line Items]
Available-for-Sale, Less Than Twelve Months Estimated Fair Value	43	495
Available-for-Sale, Less Than Twelve Months Gross Unrealized Losses	(1)	(21)
Available-for-Sale, Twelve Months or Longer Estimated Fair Value	14,568	15,261
Available-for-Sale, Twelve Months or Longer Gross Unrealized Losses	(187)	(276)
Available-for-Sale, Total Estimated Fair Value	14,611	15,756
Available-for-Sale, Total Gross Unrealized Losses	(188)	(297)
Held-to-Maturity, Less Than Twelve Months Estimated Fair Value	1,777	1,247
Held-to-Maturity, Less Than Twelve Months Gross Unrealized Losses	(3)	(1)
Held-to-Maturity, Twelve Months or Longer Estimated Fair Value
Held-to-Maturity, Twelve Months or Longer Gross Unrealized Losses
Held-to-Maturity, Total Estimated Fair Value	1,777	1,247
Held-to-Maturity, Total Gross Unrealized Losses	(3)	(1)
GSE pass-through certificates
Schedule of Investments [Line Items]
Available-for-Sale, Less Than Twelve Months Estimated Fair Value	92	623
Available-for-Sale, Less Than Twelve Months Gross Unrealized Losses	(1)	(2)
Available-for-Sale, Twelve Months or Longer Estimated Fair Value	23
Available-for-Sale, Twelve Months or Longer Gross Unrealized Losses	(1)
Available-for-Sale, Total Estimated Fair Value	115	623
Available-for-Sale, Total Gross Unrealized Losses	(2)	(2)
Freddie Mac and Fannie Mae stock
Schedule of Investments [Line Items]
Available-for-Sale, Twelve Months or Longer Gross Unrealized Losses	(15)	(15)
Available-for-Sale, Total Gross Unrealized Losses	(15)	(15)
Obligations of GSEs
Schedule of Investments [Line Items]
Available-for-Sale, Less Than Twelve Months Estimated Fair Value	24,886
Available-for-Sale, Less Than Twelve Months Gross Unrealized Losses	(64)
Available-for-Sale, Total Estimated Fair Value	24,886
Available-for-Sale, Total Gross Unrealized Losses	(64)
Held-to-Maturity, Less Than Twelve Months Estimated Fair Value	29,955
Held-to-Maturity, Less Than Twelve Months Gross Unrealized Losses	(44)
Held-to-Maturity, Twelve Months or Longer Estimated Fair Value
Held-to-Maturity, Twelve Months or Longer Gross Unrealized Losses
Held-to-Maturity, Total Estimated Fair Value	29,955
Held-to-Maturity, Total Gross Unrealized Losses	$ (44)

XML

Amortized Cost and Estimated Fair Value of Securities Available-for-Sale and Held-to-Maturity (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012		Dec. 31, 2011
Schedule of Investments [Line Items]
Available-for-Sale, Amortized Cost	$ 295,565		$ 327,137
Available-for-Sale, Gross Unrealized Gains	13,336		17,365
Available-for-Sale, Gross Unrealized Losses	(269)		(315)
Available-for-sale, Estimated Fair Value	308,632		344,187
Held-to-Maturity, Amortized Cost	2,205,870		2,130,804
Held-to-Maturity, Gross Unrealized Gains	49,734		46,268
Held-to-Maturity, Gross Unrealized Losses	(147)		(147)
Held-to-Maturity, Estimated Fair Value	2,255,457		2,176,925
Freddie Mac and Fannie Mae stock
Schedule of Investments [Line Items]
Available-for-Sale, Amortized Cost	15		15
Available-for-Sale, Gross Unrealized Gains	4,620		4,580
Available-for-Sale, Gross Unrealized Losses	(15)		(15)
Available-for-sale, Estimated Fair Value	4,620		4,580
Obligations of GSEs
Schedule of Investments [Line Items]
Available-for-Sale, Amortized Cost	24,950
Available-for-Sale, Gross Unrealized Losses	(64)
Available-for-sale, Estimated Fair Value	24,886
Held-to-Maturity, Amortized Cost	29,999		57,868
Held-to-Maturity, Gross Unrealized Gains			140
Held-to-Maturity, Gross Unrealized Losses	(44)
Held-to-Maturity, Estimated Fair Value	29,955		58,008
Obligations of states and political subdivisions
Schedule of Investments [Line Items]
Held-to-Maturity, Amortized Cost	2,889		2,976
Held-to-Maturity, Gross Unrealized Gains	82		83
Held-to-Maturity, Estimated Fair Value	2,971		3,059
Residential mortgage-backed securities
Schedule of Investments [Line Items]
Available-for-Sale, Amortized Cost	270,600		327,122
Available-for-Sale, Gross Unrealized Gains	8,716		12,785
Available-for-Sale, Gross Unrealized Losses	(190)		(300)
Available-for-sale, Estimated Fair Value	279,126		339,607
Held-to-Maturity, Amortized Cost	2,172,982		2,069,960
Held-to-Maturity, Gross Unrealized Gains	49,652		46,045
Held-to-Maturity, Gross Unrealized Losses	(103)		(147)
Held-to-Maturity, Estimated Fair Value	2,222,531		2,115,858
Residential mortgage-backed securities | GSE issuance REMICs and CMOs
Schedule of Investments [Line Items]
Available-for-Sale, Amortized Cost	232,060	[1],[2]	286,862
Available-for-Sale, Gross Unrealized Gains	7,643	[1],[2]	11,759
Available-for-Sale, Gross Unrealized Losses			(1)
Available-for-sale, Estimated Fair Value	239,703	[1],[2]	298,620
Held-to-Maturity, Amortized Cost	2,162,717		2,054,380
Held-to-Maturity, Gross Unrealized Gains	49,542		45,929
Held-to-Maturity, Gross Unrealized Losses	(100)		(146)
Held-to-Maturity, Estimated Fair Value	2,212,159		2,100,163
Residential mortgage-backed securities | Non-GSE issuance REMICs and CMOs
Schedule of Investments [Line Items]
Available-for-Sale, Amortized Cost	15,195		16,092
Available-for-Sale, Gross Unrealized Gains	2
Available-for-Sale, Gross Unrealized Losses	(188)		(297)
Available-for-sale, Estimated Fair Value	15,009		15,795
Held-to-Maturity, Amortized Cost	9,875		15,105
Held-to-Maturity, Gross Unrealized Gains	92		92
Held-to-Maturity, Gross Unrealized Losses	(3)		(1)
Held-to-Maturity, Estimated Fair Value	9,964		15,196
Residential mortgage-backed securities | GSE pass-through certificates
Schedule of Investments [Line Items]
Available-for-Sale, Amortized Cost	23,345		24,168
Available-for-Sale, Gross Unrealized Gains	1,071		1,026
Available-for-Sale, Gross Unrealized Losses	(2)		(2)
Available-for-sale, Estimated Fair Value	24,414		25,192
Held-to-Maturity, Amortized Cost	390		475
Held-to-Maturity, Gross Unrealized Gains	18		24
Held-to-Maturity, Estimated Fair Value	$ 408		$ 499

[1] Real estate mortgage investment conduits and collateralized mortgage obligations

[2] Government-sponsored enterprise

XML

Reconciliation of Basic and Diluted Earnings Per Share (Parenthetical) (Detail)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Earnings Per Share Disclosure [Line Items]
Stock options excluded from computation of earnings per share	5,822,224	6,915,789

XML

Securities - Additional Information (Detail) (USD $)	3 Months Ended
	Mar. 31, 2012 Investment	Dec. 31, 2011 Investment
Schedule of Investments [Line Items]
Number of securities held with unrealized loss	33	36
Proceeds from sales of securities available-for-sale	$ 54,318,000
Gain on sales of securities	2,477,000
Available-for-Sale, Amortized Cost	295,565,000	327,137,000
Available-for-sale, Estimated Fair Value	308,632,000	344,187,000
Held-to-Maturity, Amortized Cost	2,205,870,000	2,130,804,000
Held-to-Maturity, Estimated Fair Value	2,255,457,000	2,176,925,000
Accrued interest receivable	45,723,000	46,528,000
Callable securities amortized cost	54,900,000
Available For Sale Debt Securities Excluding Mortgage Backed Securities
Schedule of Investments [Line Items]
Available-for-Sale, Amortized Cost	25,000,000
Available-for-sale, Estimated Fair Value	24,900,000
Securities, Contractual maturities	2021
Held-to-maturity debt securities, excluding mortgage-backed securities
Schedule of Investments [Line Items]
Held-to-Maturity, Amortized Cost	32,900,000
Held-to-Maturity, Estimated Fair Value	32,900,000
Held-to-maturity debt securities, excluding mortgage-backed securities | Minimum
Schedule of Investments [Line Items]
Securities, Contractual maturities	2017
Held-to-maturity debt securities, excluding mortgage-backed securities | Maximum
Schedule of Investments [Line Items]
Securities, Contractual maturities	2021
Securities Investment
Schedule of Investments [Line Items]
Accrued interest receivable	$ 7,400,000	$ 7,500,000

XML

Loans Held-for-Sale - Additional Information (Detail) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Loans Held for Sale [Line Items]
Loans held-for-sale, net	$ 22,918,000		$ 32,394,000
Other asset impairment charges	54,000	523,000
Non-performing loans held-for-sale, net
Loans Held for Sale [Line Items]
Loans held-for-sale, net	4,900,000		19,700,000
Loans held-for-sale, valuation allowance	54,000		63,000
Sale of delinquent and non-performing mortgage loans, net of charge-offs, amount	14,600,000	6,600,000
Charge-offs on delinquent and non-performing mortgage loans sold	8,100,000	2,300,000
Net gain (loss) on sales of loans	950,000	(100,000)
Other asset impairment charges	$ 54,000	$ 523,000

XML

Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Cash flows from operating activities:
Net income	$ 9,996	$ 27,384
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization on loans	6,746	7,313
Net amortization on securities and borrowings	3,406	1,498
Net provision for loan and real estate losses	11,391	7,795
Depreciation and amortization	2,969	2,906
Net gain on sales of loans and securities	(4,688)	(1,343)
Net loss (gain) on dispositions of equipment	52	(20)
Other asset impairment charges	54	523
Originations of loans held-for-sale	(77,283)	(58,088)
Proceeds from sales and principal repayments of loans held-for-sale	72,471	86,727
Stock-based compensation and allocation of ESOP stock	3,022	5,019
Decrease in accrued interest receivable	805	643
Mortgage servicing rights amortization and valuation allowance adjustments, net	911	37
Bank owned life insurance income and insurance proceeds received, net	(1,501)	6,259
Decrease in other assets	38,366	35,501
Decrease in accrued expenses and other liabilities	(4,542)	(19,177)
Net cash provided by operating activities	62,175	102,977
Cash flows from investing activities:
Originations of loans receivable	(925,868)	(515,994)
Loan purchases through third parties	(321,174)	(214,448)
Principal payments on loans receivable	1,103,257	1,115,822
Proceeds from sales of delinquent and non-performing loans	15,587	6,501
Purchases of securities held-to-maturity	(308,420)	(356,744)
Purchases of securities available-for-sale	(66,350)
Principal payments on securities held-to-maturity	230,086	241,572
Principal payments on securities available-for-sale	46,118	73,496
Proceeds from sales of securities available-for-sale	54,318
Net (purchases) redemptions of Federal Home Loan Bank of New York stock	(14,931)	12,561
Proceeds from sales of real estate owned, net	19,724	21,480
Purchases of premises and equipment	(1,463)	(2,570)
Net cash (used in) provided by investing activities	(169,116)	381,676
Cash flows from financing activities:
Net decrease in deposits	(132,966)	(123,661)
Net increase in borrowings with original terms of three months or less	331,000	124,000
Proceeds from borrowings with original terms greater than three months	100,000
Repayments of borrowings with original terms greater than three months	(219,000)	(416,000)
Net increase in mortgage escrow funds	31,313	32,149
Cash dividends paid to stockholders	(12,545)	(12,350)
Net tax benefit shortfall from stock-based compensation	(1,912)	(23)
Net cash provided by (used in) financing activities	95,890	(395,885)
Net (decrease) increase in cash and cash equivalents	(11,051)	88,768
Cash and cash equivalents at beginning of period	132,704	119,016
Cash and cash equivalents at end of period	121,653	207,784
Supplemental disclosures:
Interest paid	64,389	79,854
Income taxes paid	1,022	18,606
Additions to real estate owned	12,987	19,912
Loans transferred to held-for-sale		$ 6,082

XML

Composition of Loans Receivable Portfolio in Dollar Amounts, Percentages of Portfolio and Aging Analysis by Segment and Class (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-59 Days Past Due	$ 121,786	$ 166,740
60-89 Days Past Due	41,546	48,815
90 Days or More Past Due Accruing		162
90 Days or More Past Due Non-Accrual	355,568	332,695
Total Past Due	518,900	548,412
Current	12,785,661	12,649,148
Loans (gross) amount	13,304,561	13,197,560
Loans (gross), Percent of Total	100.00%	100.00%
Net unamortized premiums and deferred loan origination costs	76,086	77,044
Loans receivable	13,380,647	13,274,604
Allowance for loan losses	(149,899)	(157,185)
Loans receivable, net	13,230,748	13,117,419
Consumer and Other Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-59 Days Past Due	3,995	4,187
60-89 Days Past Due	1,770	1,587
90 Days or More Past Due Non-Accrual	6,437	6,068
Total Past Due	12,202	11,842
Current	263,829	270,602
Loans (gross) amount	276,031	282,444
Loans (gross), Percent of Total	2.07%	2.14%
Allowance for loan losses	(3,672)	(3,800)
Consumer and Other Loans | Home Equity
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-59 Days Past Due	3,843	3,975
60-89 Days Past Due	1,725	1,391
90 Days or More Past Due Non-Accrual	6,356	5,995
Total Past Due	11,924	11,361
Current	240,987	247,675
Loans (gross) amount	252,911	259,036
Loans (gross), Percent of Total	1.90%	1.96%
Consumer and Other Loans | Other Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-59 Days Past Due	152	212
60-89 Days Past Due	45	196
90 Days or More Past Due Non-Accrual	81	73
Total Past Due	278	481
Current	22,842	22,927
Loans (gross) amount	23,120	23,408
Loans (gross), Percent of Total	0.17%	0.18%
Mortgage Loans (Gross)
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-59 Days Past Due	117,791	162,553
60-89 Days Past Due	39,776	47,228
90 Days or More Past Due Accruing		162
90 Days or More Past Due Non-Accrual	349,131	326,627
Total Past Due	506,698	536,570
Current	12,521,832	12,378,546
Loans (gross) amount	13,028,530	12,915,116
Loans (gross), Percent of Total	97.93%	97.86%
Mortgage Loans (Gross) | One-to-Four Family
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-59 Days Past Due	95,221	128,562
60-89 Days Past Due	27,859	31,253
90 Days or More Past Due Accruing		14
90 Days or More Past Due Non-Accrual	312,202	317,853
Total Past Due	435,282	477,682
Current	10,110,079	10,083,857
Loans (gross) amount	10,545,361	10,561,539
Loans (gross), Percent of Total	79.26%	80.02%
Allowance for loan losses	(90,898)	(105,991)
Mortgage Loans (Gross) | One-to-Four Family | Full Documentation Interest Only Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-59 Days Past Due	30,202	40,582
60-89 Days Past Due	10,907	9,047
90 Days or More Past Due Non-Accrual	101,662	107,503
Total Past Due	142,771	157,132
Current	2,334,818	2,538,808
Loans (gross) amount	2,477,589	2,695,940
Loans (gross), Percent of Total	18.62%	20.43%
Mortgage Loans (Gross) | One-to-Four Family | Full Documentation Amortizing Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-59 Days Past Due	20,156	33,376
60-89 Days Past Due	6,046	7,056
90 Days or More Past Due Accruing		14
90 Days or More Past Due Non-Accrual	46,471	43,923
Total Past Due	72,673	84,369
Current	6,470,084	6,223,678
Loans (gross) amount	6,542,757	6,308,047
Loans (gross), Percent of Total	49.18%	47.79%
Mortgage Loans (Gross) | One-to-Four Family | Reduced Documentation Interest Only Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-59 Days Past Due	28,798	38,570
60-89 Days Past Due	8,681	9,695
90 Days or More Past Due Non-Accrual	126,656	131,301
Total Past Due	164,135	179,566
Current	942,496	965,774
Loans (gross) amount	1,106,631	1,145,340
Loans (gross), Percent of Total	8.32%	8.68%
Mortgage Loans (Gross) | One-to-Four Family | Reduced Documentation Amortizing Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-59 Days Past Due	16,065	16,034
60-89 Days Past Due	2,225	5,455
90 Days or More Past Due Non-Accrual	37,413	35,126
Total Past Due	55,703	56,615
Current	362,681	355,597
Loans (gross) amount	418,384	412,212
Loans (gross), Percent of Total	3.14%	3.12%
Mortgage Loans (Gross) | Multi-Family
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-59 Days Past Due	19,628	29,109
60-89 Days Past Due	5,502	14,915
90 Days or More Past Due Accruing		148
90 Days or More Past Due Non-Accrual	35,497	7,874
Total Past Due	60,627	52,046
Current	1,800,138	1,641,825
Loans (gross) amount	1,860,765	1,693,871
Loans (gross), Percent of Total	13.99%	12.84%
Allowance for loan losses	(44,927)	(35,422)
Mortgage Loans (Gross) | Commercial Real Estate
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-59 Days Past Due	2,942	4,882
60-89 Days Past Due	6,415	1,060
90 Days or More Past Due Non-Accrual	1,432	900
Total Past Due	10,789	6,842
Current	611,615	652,864
Loans (gross) amount	622,404	659,706
Loans (gross), Percent of Total	4.68%	5.00%
Allowance for loan losses	$ (10,402)	$ (11,972)

XML

Information about Loans Receivable by Segment and Class Modified in Troubled Debt Restructuring (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2011 Investment	Mar. 31, 2012 Restructured Loans Investment	Mar. 31, 2012 Restructured Loans Mortgage Loans (Gross) One-to-Four Family Reduced Documentation Interest Only Loans Investment	Mar. 31, 2012 Restructured Loans Mortgage Loans (Gross) One-to-Four Family Reduced Documentation Amortizing Loans Investment	Mar. 31, 2012 Restructured Loans Mortgage Loans (Gross) Multi-Family Investment	Mar. 31, 2012 Restructured Loans Mortgage Loans (Gross) Commercial Real Estate Investment
Financing Receivable, Modifications [Line Items]
Number of Loans	21	14	3	4	6	1
Pre-Modification Recorded Investment	$ 8,900	$ 29,499	$ 914	$ 1,549	$ 26,037	$ 999
Recorded Investment	$ 8,800	$ 28,561	$ 914	$ 1,473	$ 25,233	$ 941

XML

Carrying Amounts and Fair Values of Financial Instruments (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012		Dec. 31, 2011
Financial Assets:
Securities held-to-maturity	$ 2,205,870		$ 2,130,804
FHLB-NY stock	146,598		131,667
Loans held-for-sale, net	22,918		32,394
Loans receivable, net	13,230,748		13,117,419
MSR, net	8,057		8,136
Financial Liabilities:
Deposits	11,112,648		11,245,614
Carrying Amount
Financial Assets:
Securities held-to-maturity	2,205,870		2,130,804
FHLB-NY stock	146,598		131,667
Loans held-for-sale, net	22,918	[1]	32,394	[1]
Loans receivable, net	13,230,748	[1]	13,117,419	[1]
MSR, net	8,057	[1]	8,136	[1]
Financial Liabilities:
Deposits	11,112,648		11,245,614
Borrowings, net	4,333,666		4,121,573
Estimated Fair Value
Financial Assets:
Securities held-to-maturity	2,255,457		2,176,925
FHLB-NY stock	146,598		131,667
Loans held-for-sale, net	23,175	[1]	32,611	[1]
Loans receivable, net	13,473,580	[1]	13,368,354	[1]
MSR, net	8,061	[1]	8,137	[1]
Financial Liabilities:
Deposits	11,245,730		11,416,033
Borrowings, net	$ 4,813,334		$ 4,624,636

[1] Includes totals for assets measured at fair value on a non-recurring basis as disclosed in Note 8.

XML

Consolidated Statements of Financial Condition (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Assets:
Cash and due from banks	$ 121,653	$ 132,704
Available-for-sale securities:
Encumbered	173,938	268,725
Unencumbered	134,694	75,462
Total available-for-sale securities	308,632	344,187
Held-to-maturity securities, fair value of $2,255,457 and $2,176,925, respectively:
Encumbered	1,583,807	1,601,003
Unencumbered	622,063	529,801
Total held-to-maturity securities	2,205,870	2,130,804
Federal Home Loan Bank of New York stock, at cost	146,598	131,667
Loans held-for-sale, net	22,918	32,394
Loans receivable	13,380,647	13,274,604
Allowance for loan losses	(149,899)	(157,185)
Loans receivable, net	13,230,748	13,117,419
Mortgage servicing rights, net	8,057	8,136
Accrued interest receivable	45,723	46,528
Premises and equipment, net	118,388	119,946
Goodwill	185,151	185,151
Bank owned life insurance	411,138	409,637
Real estate owned, net	39,931	48,059
Other assets	266,871	315,423
Total assets	17,111,678	17,022,055
Deposits:
Savings	2,811,218	2,750,715
Money market	1,166,443	1,114,404
NOW and demand deposit	1,925,073	1,861,488
Certificates of deposit	5,209,914	5,519,007
Total deposits	11,112,648	11,245,614
Reverse repurchase agreements	1,600,000	1,700,000
Federal Home Loan Bank of New York advances	2,355,000	2,043,000
Other borrowings, net	378,666	378,573
Mortgage escrow funds	142,154	110,841
Accrued expenses and other liabilities	252,869	292,829
Total liabilities	15,841,337	15,770,857
Stockholders' Equity:
Preferred stock, $1.00 par value (5,000,000 shares authorized; none issued and outstanding)
Common stock, $.01 par value (200,000,000 shares authorized; 166,494,888 shares issued; and 98,442,461 and 98,537,715 shares outstanding, respectively)	1,665	1,665
Additional paid-in capital	876,479	875,395
Retained earnings	1,860,023	1,861,592
Treasury stock (68,052,427 and 67,957,173 shares, at cost, respectively)	(1,406,279)	(1,404,311)
Accumulated other comprehensive loss	(55,079)	(75,661)
Unallocated common stock held by ESOP (1,765,686 and 2,042,367 shares, respectively)	(6,468)	(7,482)
Total stockholders' equity	1,270,341	1,251,198
Total liabilities and stockholders' equity	$ 17,111,678	$ 17,022,055

XML

Pension Plans and Other Postretirement Benefits - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2011	Mar. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Change in funded status		$ 40,600,000
Change in projected benefit obligation		20,400,000
Change in the fair value of plan assets		20,200,000
Change in pre-tax component of accumulated other comprehensive loss		32,000,000
Estimated net actuarial loss that will be recognized as components of net periodic cost in 2012		5,600,000
Estimated prior service cost that will be recognized as components of net periodic cost in 2012		151,000
Estimated net periodic cost for 2012		9,400,000
Net periodic cost	14,800,000
Estimated settlement charges for 2012		$ 2,000,000

XML

Consolidated Statement of Changes in Stockholders' Equity (USD $) In Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Loss	Unallocated Common Stock Held by ESOP
Beginning Balance at Dec. 31, 2011	$ 1,251,198	$ 1,665	$ 875,395	$ 1,861,592	$ (1,404,311)	$ (75,661)	$ (7,482)
Net income	9,996			9,996
Other comprehensive income, net of tax	20,582					20,582
Dividends on common stock ($0.13 per share)	(12,545)			(12,545)
Restricted stock grants (6,000 shares)			(49)	(75)	124
Forfeitures of restricted stock (101,254 shares)			1,406	686	(2,092)
Stock-based compensation	519		150	369
Net tax benefit shortfall from stock-based compensation	(1,912)		(1,912)
Allocation of ESOP stock	2,503		1,489				1,014
Ending Balance at Mar. 31, 2012	$ 1,270,341	$ 1,665	$ 876,479	$ 1,860,023	$ (1,406,279)	$ (55,079)	$ (6,468)

XML

Information Related to Impaired Loans by Segment and Class (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	$ 456,111	$ 395,426
Recorded Investment	353,774	301,535
Related Allowance	(17,246)	(15,148)
Net Investment	336,528	286,387
Without an allowance recorded | One-to-Four Family | Full Documentation Interest Only Loans
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	117,824	107,332
Recorded Investment	83,315	75,791
Net Investment	83,315	75,791
Without an allowance recorded | One-to-Four Family | Full Documentation Amortizing Loans
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	25,447	22,184
Recorded Investment	19,513	17,074
Net Investment	19,513	17,074
Without an allowance recorded | One-to-Four Family | Reduced Documentation Interest Only Loans
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	164,173	156,083
Recorded Investment	115,826	109,582
Net Investment	115,826	109,582
Without an allowance recorded | One-to-Four Family | Reduced Documentation Amortizing Loans
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	22,177	20,021
Recorded Investment	16,527	15,259
Net Investment	16,527	15,259
Without an allowance recorded | Multi-Family
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	13,153	2,496
Recorded Investment	9,144	2,496
Net Investment	9,144	2,496
Without an allowance recorded | Commercial Real Estate
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	9,180
Recorded Investment	6,001
Net Investment	6,001
With an allowance recorded | One-to-Four Family | Full Documentation Interest Only Loans
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	10,343	10,588
Recorded Investment	10,343	10,588
Related Allowance	(222)	(1,240)
Net Investment	10,121	9,348
With an allowance recorded | One-to-Four Family | Full Documentation Amortizing Loans
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	3,981	3,885
Recorded Investment	3,981	3,885
Related Allowance	(79)	(439)
Net Investment	3,902	3,446
With an allowance recorded | One-to-Four Family | Reduced Documentation Interest Only Loans
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	11,215	11,713
Recorded Investment	11,215	11,713
Related Allowance	(280)	(1,409)
Net Investment	10,935	10,304
With an allowance recorded | One-to-Four Family | Reduced Documentation Amortizing Loans
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	2,013	1,779
Recorded Investment	2,013	1,779
Related Allowance	(121)	(217)
Net Investment	1,892	1,562
With an allowance recorded | Multi-Family
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	64,593	39,399
Recorded Investment	63,884	36,273
Related Allowance	(14,561)	(8,650)
Net Investment	49,323	27,623
With an allowance recorded | Commercial Real Estate
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	12,012	19,946
Recorded Investment	12,012	17,095
Related Allowance	(1,983)	(3,193)
Net Investment	$ 10,029	$ 13,902

XML

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2012

Reconciliation of Basic and Diluted Earnings Per Share

The following table is a reconciliation of basic and diluted earnings per share.

	For the Three Months Ended March 31,
(In Thousands, Except Share Data)		2012		2011
Net income		$	9,996	$	27,384
Income allocated to participating securities (restricted stock)			-		(661	)
Income attributable to common shareholders		$	9,996	$	26,723
Average number of common shares outstanding – basic			95,018,867		92,734,401
Dilutive effect of stock options (1)			-		-
Average number of common shares outstanding – diluted			95,018,867		92,734,401
Income per common share attributable to common shareholders:
Basic		$	0.11	$	0.29
Diluted		$	0.11	$	0.29

(1) Excludes options to purchase 5,822,224 shares of common stock which were outstanding during the three months ended March 31, 2012 and options to purchase 6,915,789 shares of common stock which were outstanding during the three months ended March 31, 2011 because their inclusion would be anti-dilutive.

XML

Average Recorded Investment, Interest Income Recognized and Cash Basis Interest Income Related to Impaired Loans by Segment and Class (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	$ 327,657	$ 306,657
Interest Income Recognized	2,340	2,165
Cash Basis Interest Income	2,608	2,079
Without an allowance recorded | One-to-Four Family | Full Documentation Interest Only Loans
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	79,553	64,371
Interest Income Recognized	345	252
Cash Basis Interest Income	341	252
Without an allowance recorded | One-to-Four Family | Full Documentation Amortizing Loans
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	18,294	11,871
Interest Income Recognized	52	14
Cash Basis Interest Income	56	14
Without an allowance recorded | One-to-Four Family | Reduced Documentation Interest Only Loans
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	112,704	107,626
Interest Income Recognized	522	449
Cash Basis Interest Income	536	430
Without an allowance recorded | One-to-Four Family | Reduced Documentation Amortizing Loans
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	15,893	12,982
Interest Income Recognized	124	56
Cash Basis Interest Income	123	54
Without an allowance recorded | Multi-Family
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	5,820	639
Interest Income Recognized	174
Cash Basis Interest Income	174
Without an allowance recorded | Commercial Real Estate
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	3,001
Interest Income Recognized	139
Cash Basis Interest Income	131
With an allowance recorded | One-to-Four Family | Full Documentation Interest Only Loans
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	10,466	10,861
Interest Income Recognized	91	114
Cash Basis Interest Income	93	102
With an allowance recorded | One-to-Four Family | Full Documentation Amortizing Loans
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	3,933	7,630
Interest Income Recognized	40	109
Cash Basis Interest Income	40	93
With an allowance recorded | One-to-Four Family | Reduced Documentation Interest Only Loans
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	11,464	10,631
Interest Income Recognized	117	144
Cash Basis Interest Income	121	145
With an allowance recorded | One-to-Four Family | Reduced Documentation Amortizing Loans
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	1,896	1,169
Interest Income Recognized	23	13
Cash Basis Interest Income	22	13
With an allowance recorded | Multi-Family
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	50,079	59,819
Interest Income Recognized	554	699
Cash Basis Interest Income	802	668
With an allowance recorded | Commercial Real Estate
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	14,554	19,058
Interest Income Recognized	159	315
Cash Basis Interest Income	$ 169	$ 308

XML

Stock Incentive Plans (Tables)

3 Months Ended

Mar. 31, 2012

Restricted Stock Activity in Stock Incentive Plans

The following table summarizes restricted stock activity in our stock incentive plans for the three months ended March 31, 2012.

	Number of Shares			Weighted Average Grant Date Fair Value
Nonvested at January 1, 2012		1,936,225			$	16.53
Granted		6,000				8.24
Vested		(305,970	)			(27.54	)
Forfeited		(101,254	)			(13.89	)
Nonvested at March 31, 2012		1,535,001				14.48

XML

Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) (USD $)	3 Months Ended
	Mar. 31, 2012
Dividends on common stock, per share	$ 0.13
Restricted stock grants, shares	6,000
Forfeitures of restricted stock, shares	101,254

XML

Consolidated Statements of Financial Condition (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Held-to-maturity securities, fair value	$ 2,255,457	$ 2,176,925
Preferred stock, par value	$ 1.00	$ 1.00
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	166,494,888	166,494,888
Common stock, shares outstanding	98,442,461	98,537,715
Treasury stock, shares	68,052,427	67,957,173
Unallocated common stock held by ESOP, shares	1,765,686	2,042,367

XML

Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2012

Fair Value of Financial Instruments

9. Fair Value of Financial Instruments

Quoted market prices available in formal trading marketplaces are typically the best evidence of fair value of financial instruments. In many cases, financial instruments we hold are not bought or sold in formal trading marketplaces. Accordingly, fair values are derived or estimated based on a variety of valuation techniques in the absence of quoted market prices. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates do not reflect any possible tax ramifications, estimated transaction costs, or any premium or discount that could result from offering for sale at one time our entire holdings of a particular financial instrument. Because no market exists for a certain portion of our financial instruments, fair value estimates are based on judgments regarding future loss experience, current economic conditions, risk characteristics and other such factors. These estimates are subjective in nature, involve uncertainties and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. For these reasons and others, the estimated fair value disclosures presented herein do not represent our entire underlying value. As such, readers are cautioned in using this information for purposes of evaluating our financial condition and/or value either alone or in comparison with any other company.

We consider the fair value measurements for our loans receivable, net, loans held-for-sale, net, and MSR, net, to be Level 3 fair value measurements and the fair value measurements for all of our other financial instruments to be Level 2 fair value measurements.

The following table summarizes the carrying amounts and estimated fair values of our financial instruments which are carried on the consolidated statements of financial condition at either cost or at lower of cost or fair value, in accordance with GAAP, and not measured or recorded at fair value on a recurring basis.

	At March 31, 2012				At December 31, 2011
(In Thousands)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial Assets:
Securities held-to-maturity	$	2,205,870	$	2,255,457	$	2,130,804	$	2,176,925
FHLB-NY stock		146,598		146,598		131,667		131,667
Loans held-for-sale, net (1)		22,918		23,175		32,394		32,611
Loans receivable, net (1)		13,230,748		13,473,580		13,117,419		13,368,354
MSR, net (1)		8,057		8,061		8,136		8,137
Financial Liabilities:
Deposits		11,112,648		11,245,730		11,245,614		11,416,033
Borrowings, net		4,333,666		4,813,334		4,121,573		4,624,636

(1)  Includes totals for assets measured at fair value on a non-recurring basis as disclosed in Note 8.

Methods and assumptions used to estimate fair values are as follows:

Securities held-to-maturity

The fair values for substantially all of our securities held-to-maturity are obtained from an independent nationally recognized pricing service using similar methods and assumptions as used for our securities available-for-sale which are described further in Note 8.

Federal Home Loan Bank of New York, or FHLB-NY, stock

The carrying amount of FHLB-NY stock equals cost. The fair value of FHLB-NY stock is based on redemption at par value.

Loans held-for-sale, net

The fair values of fifteen and thirty year conforming fixed rate one-to-four family mortgage loans originated for sale are estimated using an option-based pricing methodology designed to take into account interest rate volatility, which has a significant effect on the value of the options embedded in loans such as prepayments. This methodology involves generating simulated interest rates, calculating the option adjusted spread, or OAS, of a mortgage-backed security whose price is known, which serves as a benchmark price, and using the benchmark OAS to estimate the pricing on an instrument level for similar mortgage instruments whose prices are not known. The fair values of non-performing loans held-for-sale are estimated through either bids received on such loans or a discounted cash flow analysis adjusted to reflect current market conditions.

Loans receivable, net

Fair values of loans are estimated using an option-based pricing methodology designed to take into account interest rate volatility, which has a significant effect on the value of the options embedded in loans such as prepayments and interest rate caps and floors. This pricing methodology involves generating simulated interest rates, calculating the OAS of a mortgage-backed security whose price is known, which serves as a benchmark price, and using the benchmark OAS to estimate the pricing on an instrument level for similar mortgage instruments whose prices are not known.

This technique of estimating fair value is extremely sensitive to the assumptions and estimates used. While we have attempted to use assumptions and estimates which are the most reflective of the loan portfolio and the current market, a greater degree of subjectivity is inherent in determining these fair values than for fair values obtained from formal trading marketplaces. In addition, our valuation method for loans, which is consistent with accounting guidance, does not fully incorporate an exit price approach to fair value.

MSR, net

The fair value of MSR is obtained through independent third party valuations through an analysis of future cash flows, incorporating estimates of assumptions market participants would use in determining fair value including market discount rates, prepayment speeds, servicing income, servicing costs, default rates and other market driven data, including the market’s perception of future interest rate movements.

Deposits

The fair values of deposits with no stated maturity, such as savings, money market, NOW and demand deposit accounts, are equal to the amount payable on demand. The fair values of certificates of deposit are based on discounted contractual cash flows using the weighted average remaining life of the portfolio discounted by the corresponding LIBOR Swap Curve as posted by the Office of the Comptroller of the Currency, or OCC.

Borrowings, net

The fair values of callable borrowings are based upon third party dealers’ estimated market values. The fair values of non-callable borrowings are based on discounted cash flows using the weighted average remaining life of the portfolio discounted by the corresponding FHLB nominal funding rate.

Outstanding commitments

Outstanding commitments include (1) commitments to extend credit and unadvanced lines of credit for which fair values were estimated based on an analysis of the interest rates and fees currently charged to enter into similar transactions and (2) commitments to sell residential mortgage loans for which fair values were estimated based on current secondary market prices for commitments with similar terms. The fair values of these commitments are immaterial to our financial condition and are not presented in the table above.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2012	Apr. 27, 2012
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Trading Symbol	AF
Entity Registrant Name	ASTORIA FINANCIAL CORP
Entity Central Index Key	0000910322
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		98,448,461

XML

Litigation

3 Months Ended

Mar. 31, 2012

Litigation

10.     Litigation

In the ordinary course of our business, we are routinely made a defendant in or a party to pending or threatened legal actions or proceedings which, in some cases, seek substantial monetary damages from or other forms of relief against us. In our opinion, after consultation with legal counsel, we believe it unlikely that such actions or proceedings will have a material adverse effect on our financial condition, results of operations or liquidity.

City of New York Notice of Determination

By “Notice of Determination” dated September 14, 2010 and August 26, 2011, the City of New York has notified us of alleged tax deficiencies in the amount of $13.3 million, including interest and penalties, related to our 2006 through 2008 tax years. The deficiencies relate to our operation of two subsidiaries of Astoria Federal, Fidata Service Corp., or Fidata, and Astoria Federal Mortgage Corp., or AF Mortgage. Fidata is a passive investment company which maintains offices in Connecticut. AF Mortgage is an operating subsidiary through which Astoria Federal engages in lending activities outside the State of New York through our third party loan origination program. We disagree with the assertion of the tax deficiencies and we filed Petitions for Hearings with the City of New York on December 6, 2010 and October 5, 2011 to oppose the Notices of Determination and to consolidate the hearings. A hearing in this matter is expected to occur in the latter half of 2012. At this time, management believes it is more likely than not that we will succeed in refuting the City of New York’s position, although defense costs may be significant. Accordingly, no liability or reserve has been recognized in our consolidated statement of financial condition at March 31, 2012 with respect to this matter.

No assurance can be given as to whether or to what extent we will be required to pay the amount of the tax deficiencies asserted by the City of New York, whether additional tax will be assessed for years subsequent to 2008, that this matter will not be costly to oppose, that this matter will not have an impact on our financial condition or results of operations or that, ultimately, any such impact will not be material.

Automated Transactions LLC Litigation

On November 20, 2009, an action entitled Automated Transactions LLC v. Astoria Financial Corporation and Astoria Federal Savings and Loan Association was commenced in the U.S. District Court for the Southern District of New York, or the Southern District Court, against us by Automated Transactions LLC, alleging patent infringement involving integrated banking and transaction machines, including automated teller machines, or ATMs, that we utilize. We were served with the summons and complaint in such action on March 2, 2010. The plaintiff also filed a similar suit on the same day against another financial institution and its holding company. The plaintiff seeks unspecified monetary damages and an injunction preventing us from continuing to utilize the allegedly infringing machines. We are vigorously defending this lawsuit, and filed an answer and counterclaims to the plaintiff’s complaint on March 23, 2010, to which the plaintiff filed a reply on April 12, 2010.

On May 18, 2010, the plaintiff filed an amended complaint at the direction of the Southern District Court, containing substantially the same allegations as the original complaint. On May 27, 2010, we moved to dismiss the amended complaint. On March 10, 2011, the Southern District Court entered an order on the record that dismissed all claims against Astoria Financial Corporation but denied the motion to dismiss the claims against Astoria Federal for alleged direct patent infringement. The order also dismissed in part the claims against Astoria Federal for alleged inducement of our customers to violate plaintiff’s patents and for Astoria Federal’s allegedly willful violation of the plaintiff’s patents, allowing claims to continue only for alleged inducement and willful infringement after our receiving notice of the pending suit from plaintiff’s counsel. Based on the Southern District Court’s ruling, on March 31, 2011, we answered the amended complaint substantially denying the allegations of the amended complaint.

On July 22, 2011, we filed a motion to stay the action pending the outcome of an appeal pending before the U.S. Court of Appeals for the Federal Circuit, or the Court of Appeals, of the Delaware District Court’s ruling in the case entitled Automated Transactions LLC v. IYG Holding Co et al, Civ. No. 06-043-SLR, or the IYG action. The IYG action involves the same plaintiff making substantially similar allegations with respect to identical and substantially similar patents as those involved in the action against us. The Delaware District Court granted IYG’s motion for summary judgment. In our motion to stay, we asserted that, should the Court of Appeals uphold the Delaware District Court’s rulings, the Delaware District Court decision should be binding on the plaintiff in the litigation against us. By order dated March 15, 2012, our motion to stay was denied.

We have tendered requests for indemnification from the manufacturer and from the transaction processor utilized with respect to the integrated banking and transaction machines, and we served third party complaints against Metavante Corporation and Diebold, Inc. seeking to enforce our indemnification rights.

An adverse result in this lawsuit may include an award of monetary damages, on-going royalty obligations, and/or may result in a change in our business practice, which could result in a loss of revenue. We cannot at this time estimate the possible loss or range of loss, if any. No assurance can be given at this time that this litigation against us will be resolved amicably, that if this litigation results in an adverse decision that we will be successful in seeking indemnification, that this litigation will not be costly to defend, that this litigation will not have an impact on our financial condition or results of operations or that, ultimately, any such impact will not be material.

Lefkowitz Litigation

On February 27, 2012, a putative class action entitled Ellen Lefkowitz, individually and on behalf of all Persons similarly situated v. Astoria Federal Savings and Loan Association was commenced in the Supreme Court of The State of New York, County of Queens, against us alleging that during the proposed class period, we improperly charged overdraft fees to customer accounts when accounts were not overdrawn, improperly reordered electronic debit transactions from the highest to the lowest dollar amount and processed debits before credits to deplete accounts and maximize overdraft fee income. The complaint contains the further assertion that we did not adequately inform our customers that they had the option to “opt-out” of overdraft services. We were served with the summons and complaint in such action on February 29, 2012 and must reply on or before April 30, 2012. We cannot at this time estimate the possible loss or range of loss, if any. No assurance can be given at this time that this litigation against us will be resolved amicably, that this litigation will not be costly to defend, that this litigation will not have an impact on our financial condition or results of operations or that, ultimately, any such impact will not be material.

XML

Consolidated Statements of Income (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Interest income:
One-to-four family mortgage loans	$ 99,292	$ 114,676
Multi-family and commercial real estate mortgage loans	36,470	44,492
Consumer and other loans	2,341	2,507
Mortgage-backed and other securities	18,021	22,423
Repurchase agreements and interest-earning cash accounts	53	93
Federal Home Loan Bank of New York stock	1,602	2,317
Total interest income	157,779	186,508
Interest expense:
Deposits	29,427	37,032
Borrowings	40,156	47,947
Total interest expense	69,583	84,979
Net interest income	88,196	101,529
Provision for loan losses	10,000	7,000
Net interest income after provision for loan losses	78,196	94,529
Non-interest income:
Customer service fees	10,482	11,722
Other loan fees	887	932
Gain on sales of securities	2,477
Mortgage banking income, net	1,355	2,433
Income from bank owned life insurance	2,423	2,235
Other	1,943	721
Total non-interest income	19,567	18,043
General and administrative:
Compensation and benefits	42,160	36,533
Occupancy, equipment and systems	16,724	16,566
Federal deposit insurance premiums	11,203	5,514
Advertising	1,834	1,684
Other	10,280	9,322
Total non-interest expense	82,201	69,619
Income before income tax expense	15,562	42,953
Income tax expense	5,566	15,569
Net income	$ 9,996	$ 27,384
Basic earnings per common share	$ 0.11	$ 0.29
Diluted earnings per common share	$ 0.11	$ 0.29
Basic weighted average common shares	95,018,867	92,734,401
Diluted weighted average common and common equivalent shares	95,018,867	92,734,401

XML

Loans Receivable and Allowance for Loan Losses

3 Months Ended

Mar. 31, 2012

Loans Receivable and Allowance for Loan Losses

4.     Loans Receivable and Allowance for Loan Losses

The following tables set forth the composition of our loans receivable portfolio in dollar amounts and percentages of the portfolio and an aging analysis by segment and class at the dates indicated.

	At March 31, 2012
	30-59 Days		60-89 Days		90 Days or More Past Due				Total							Percent
(Dollars in Thousands)	Past Due		Past Due		Accruing		Non-Accrual		Past Due		Current		Total			of Total
Mortgage loans (gross):
One-to-four family:
Full documentation:
Interest-only	$	30,202	$	10,907	$	-	$	101,662	$	142,771	$	2,334,818	$	2,477,589			18.62	%
Amortizing		20,156		6,046		-		46,471		72,673		6,470,084		6,542,757			49.18
Reduced documentation:
Interest-only		28,798		8,681		-		126,656		164,135		942,496		1,106,631			8.32
Amortizing		16,065		2,225		-		37,413		55,703		362,681		418,384			3.14
Total one-to-four family		95,221		27,859		-		312,202		435,282		10,110,079		10,545,361			79.26
Multi-family		19,628		5,502		-		35,497		60,627		1,800,138		1,860,765			13.99
Commercial real estate		2,942		6,415		-		1,432		10,789		611,615		622,404			4.68
Total mortgage loans		117,791		39,776		-		349,131		506,698		12,521,832		13,028,530			97.93
Consumer and other loans (gross):
Home equity lines of credit		3,843		1,725		-		6,356		11,924		240,987		252,911			1.90
Other		152		45		-		81		278		22,842		23,120			0.17
Total consumer and other loans		3,995		1,770		-		6,437		12,202		263,829		276,031			2.07
Total loans	$	121,786	$	41,546	$	-	$	355,568	$	518,900	$	12,785,661	$	13,304,561			100.00	%
Net unamortized premiums and deferred loan origination costs														76,086
Loans receivable														13,380,647
Allowance for loan losses														(149,899	)
Loans receivable, net													$	13,230,748

	At December 31, 2011
	30-59 Days		60-89 Days		90 Days or More Past Due				Total							Percent
(Dollars in Thousands)	Past Due		Past Due		Accruing		Non-Accrual		Past Due		Current		Total			of Total
Mortgage loans (gross):
One-to-four family:
Full documentation:
Interest-only	$	40,582	$	9,047	$	-	$	107,503	$	157,132	$	2,538,808	$	2,695,940			20.43	%
Amortizing		33,376		7,056		14		43,923		84,369		6,223,678		6,308,047			47.79
Reduced documentation:
Interest-only		38,570		9,695		-		131,301		179,566		965,774		1,145,340			8.68
Amortizing		16,034		5,455		-		35,126		56,615		355,597		412,212			3.12
Total one-to-four family		128,562		31,253		14		317,853		477,682		10,083,857		10,561,539			80.02
Multi-family		29,109		14,915		148		7,874		52,046		1,641,825		1,693,871			12.84
Commercial real estate		4,882		1,060		-		900		6,842		652,864		659,706			5.00
Total mortgage loans		162,553		47,228		162		326,627		536,570		12,378,546		12,915,116			97.86
Consumer and other loans (gross):
Home equity lines of credit		3,975		1,391		-		5,995		11,361		247,675		259,036			1.96
Other		212		196		-		73		481		22,927		23,408			0.18
Total consumer and other loans		4,187		1,587		-		6,068		11,842		270,602		282,444			2.14
Total loans	$	166,740	$	48,815	$	162	$	332,695	$	548,412	$	12,649,148	$	13,197,560			100.00	%
Net unamortized premiums and deferred loan origination costs														77,044
Loans receivable														13,274,604
Allowance for loan losses														(157,185	)
Loans receivable, net													$	13,117,419

The following table sets forth the changes in our allowance for loan losses by loan receivable segment for the three months ended March 31, 2012.

	Mortgage Loans									Consumer
	One-to-Four			Multi-			Commercial			and Other
(In Thousands)	Family			Family			Real Estate			Loans			Total
Balance at January 1, 2012	$	105,991		$	35,422		$	11,972		$	3,800		$	157,185
Provision charged to operations		988			9,860			(1,232	)		384			10,000
Charge-offs		(17,704	)		(432	)		(339	)		(600	)		(19,075	)
Recoveries		1,623			77			1			88			1,789
Balance at March 31, 2012	$	90,898		$	44,927		$	10,402		$	3,672		$	149,899

We segment our one-to-four family mortgage loan portfolio by interest-only and amortizing loans, full documentation and reduced documentation loans and year of origination and analyze our historical loss experience and delinquency levels and trends of these segments. We analyze multi-family and commercial real estate loans by portfolio and geographic location. We segment our consumer and other loan portfolio by home equity lines of credit, business loans, revolving credit lines and installment loans and perform similar historical loss analyses. In our analysis of non-performing loans, we consider our aggregate historical loss experience with respect to the ultimate disposition of the underlying collateral based on the portfolio segments noted above. These analyses and the resulting loss rates are used as an integral part of our judgment in developing estimated loss percentages to apply to the portfolio segments. We update our analyses quarterly and we are continually refining our evaluations as experience provides clearer guidance, our product offerings change and as economic conditions evolve.

We analyze our historical loss experience over twelve month, fifteen month, eighteen month and twenty-four month periods, however our quantitative allowance coverage percentages are based on our twelve month loss history. We believe the twelve month loss analysis is most reflective of current conditions and the potential impact on our future loss exposure. However, the longer periods provide further insight into trends or anomalies and can be a factor in making adjustments to the twelve month analysis. Also, for a particular loan type we may not have sufficient loss history to develop a reasonable estimate of loss. In that circumstance we would consider our loss experience for other, similar loan types. Additionally, multi-family and commercial real estate loss experience may be adjusted based on the composition of the losses (loan sales, short sales and partial charge-offs). We update our historical loss analyses quarterly and evaluate the need to modify our quantitative allowance as a result of our updated charge-off and loss analyses. The historical loss component of the allowance for loan losses is determined by applying the results of this quantitative analysis to each of our loans.

We then consider qualitative factors with the purpose of assessing the adequacy of the overall allowance for loan losses as well as the allocation of the allowance for loan losses by portfolio. The qualitative factors we consider can generally be categorized as: economic (unemployment levels, home values, general economic outlook); portfolio composition (loan types, product types, geography); and analytical (coverage ratios, peer analysis, uncertainties in assumptions).

Allowance adequacy calculations are adjusted quarterly, based on the results of the above quantitative and qualitative analyses, to reflect our current estimates of the amount of probable losses inherent in our loan portfolio in determining our allowance for loan losses. During the three months ended March 31, 2012, we refined our historical loss analyses on all of the portfolios, including further segmenting one-to-four family non-performing loans and segmenting multi-family and commercial real estate portfolios by property type and geographic location, and re-assessed the application of the qualitative factors noted above to each of the respective loan portfolios. Allocations of the allowance to each loan category are adjusted quarterly to reflect indicative inherent probable losses using the same quantitative and qualitative analyses used in connection with the overall allowance adequacy calculations. The portion of the allowance allocated to each loan category does not represent the total available to absorb losses which may occur within the loan category, since the total allowance for loan losses is available for losses applicable to the entire loan portfolio.

All of our one-to-four family mortgage loans are individually evaluated for impairment at 180 days delinquent and annually thereafter. Additionally, beginning in the 2012 first quarter, all of our one-to-four family loans to borrowers who have filed for bankruptcy are also individually evaluated for impairment initially when we are notified of the bankruptcy filing, using updated collateral values. Updated estimates of collateral values on one-to-four family loans are obtained primarily through automated valuation models. In accordance with regulatory guidelines, we record a charge-off for the portion of the recorded investment in the loan in excess of the estimated fair value of the underlying collateral less estimated selling costs. These partial charge-offs on one-to-four family loans impact our credit quality metrics and trends. The impact of updating the estimates of collateral value and recognizing any required charge-offs is to increase charge-offs and reduce the allowance for loan losses required on these loans. This accounting lowers our allowance for loan losses as a percentage of total loans and, more significantly, lowers our allowance for loan losses as a percentage of non-performing loans. We and our peers are required by regulatory guidelines to record such charge-offs. If any of our peers did not record such charge-offs, then we would expect our credit quality metrics to be lower than that of our peers, assuming all other factors are the same.

The following tables set forth the balances of our loans receivable by segment and impairment evaluation and the allowance for loan losses associated with such loans at the dates indicated.

	At March 31, 2012
	Mortgage Loans
(In Thousands)	One-to-Four Family		Multi- Family		Commercial Real Estate		Consumerand Other Loans		Total
Loans:
Individually evaluated for impairment	$	345,707	$	1,084,720	$	299,237	$	4,563	$	1,734,227
Collectively evaluated for impairment		10,199,654		776,045		323,167		271,468		11,570,334
Total loans	$	10,545,361	$	1,860,765	$	622,404	$	276,031	$	13,304,561
Allowance for loan losses:
Individually evaluated for impairment	$	11,014	$	38,249	$	7,988	$	68	$	57,319
Collectively evaluated for impairment		79,884		6,678		2,414		3,604		92,580
Total allowance for loan losses	$	90,898	$	44,927	$	10,402	$	3,672	$	149,899

	At December 31, 2011
	Mortgage Loans
(In Thousands)	One-to-Four Family		Multi- Family		Commercial Real Estate		Consumer and Other Loans		Total
Loans:
Individually evaluated for impairment	$	337,116	$	889,137	$	318,318	$	4,535	$	1,549,106
Collectively evaluated for impairment		10,224,423		804,734		341,388		277,909		11,648,454
Total loans	$	10,561,539	$	1,693,871	$	659,706	$	282,444	$	13,197,560
Allowance for loan losses:
Individually evaluated for impairment	$	10,967	$	22,517	$	7,996	$	68	$	41,548
Collectively evaluated for impairment		95,024		12,905		3,976		3,732		115,637
Total allowance for loan losses	$	105,991	$	35,422	$	11,972	$	3,800	$	157,185

The following table summarizes information related to our impaired loans by segment and class at the dates indicated. Impaired one-to-four family mortgage loans consist primarily of loans where a portion of the outstanding principal has been charged off.

	At March 31, 2012										At December 31, 2011
(In Thousands)		Unpaid Principal Balance		Recorded Investment		Related Allowance			Net Investment		Unpaid Principal Balance		Recorded Investment		Related Allowance			Net Investment
With an allowance recorded:
One-to-four family:
Full documentation:
Interest-only		$	10,343	$	10,343	$	(222	)	$	10,121	$	10,588	$	10,588	$	(1,240	)	$	9,348
Amortizing			3,981		3,981		(79	)		3,902		3,885		3,885		(439	)		3,446
Reduced documentation:
Interest-only			11,215		11,215		(280	)		10,935		11,713		11,713		(1,409	)		10,304
Amortizing			2,013		2,013		(121	)		1,892		1,779		1,779		(217	)		1,562
Multi-family			64,593		63,884		(14,561	)		49,323		39,399		36,273		(8,650	)		27,623
Commercial real estate			12,012		12,012		(1,983	)		10,029		19,946		17,095		(3,193	)		13,902
Without an allowance recorded:
One-to-four family:
Full documentation:
Interest-only			117,824		83,315		-			83,315		107,332		75,791		-			75,791
Amortizing			25,447		19,513		-			19,513		22,184		17,074		-			17,074
Reduced documentation:
Interest-only			164,173		115,826		-			115,826		156,083		109,582		-			109,582
Amortizing			22,177		16,527		-			16,527		20,021		15,259		-			15,259
Multi-family			13,153		9,144		-			9,144		2,496		2,496		-			2,496
Commercial real estate			9,180		6,001		-			6,001		-		-		-			-
Total impaired loans		$	456,111	$	353,774	$	(17,246	)	$	336,528	$	395,426	$	301,535	$	(15,148	)	$	286,387

The following table sets forth the average recorded investment, interest income recognized and cash basis interest income related to our impaired loans by segment and class for the periods indicated.

	For the Three Months Ended March 31, 2012						For the Three Months Ended March 31, 2011
(In Thousands)	Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Income		Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Income
With an allowance recorded:
One-to-four family:
Full documentation:
Interest-only	$	10,466	$	91	$	93	$	10,861	$	114	$	102
Amortizing		3,933		40		40		7,630		109		93
Reduced documentation:
Interest-only		11,464		117		121		10,631		144		145
Amortizing		1,896		23		22		1,169		13		13
Multi-family		50,079		554		802		59,819		699		668
Commercial real estate		14,554		159		169		19,058		315		308
Without an allowance recorded:
One-to-four family:
Full documentation:
Interest-only		79,553		345		341		64,371		252		252
Amortizing		18,294		52		56		11,871		14		14
Reduced documentation:
Interest-only		112,704		522		536		107,626		449		430
Amortizing		15,893		124		123		12,982		56		54
Multi-family		5,820		174		174		639		-		-
Commercial real estate		3,001		139		131		-		-		-
Total impaired loans	$	327,657	$	2,340	$	2,608	$	306,657	$	2,165	$	2,079

The following tables set forth the balances of our one-to-four family mortgage and consumer and other loan receivable segments by class and credit quality indicator at the dates indicated.

	At March 31, 2012
	One-to-Four Family Mortgage Loans								Consumer and Other Loans
	Full Documentation				Reduced Documentation				Home Equity
(In Thousands)	Interest-only		Amortizing		Interest-only		Amortizing		Lines of Credit		Other
Performing	$	2,375,927	$	6,496,286	$	979,975	$	380,971	$	246,555	$	23,039
Non-performing		101,662		46,471		126,656		37,413		6,356		81
Total	$	2,477,589	$	6,542,757	$	1,106,631	$	418,384	$	252,911	$	23,120

	At December 31, 2011
	One-to-Four Family Mortgage Loans								Consumer and Other Loans
	Full Documentation				Reduced Documentation				Home Equity
(In Thousands)	Interest-only		Amortizing		Interest-only		Amortizing		Lines of Credit		Other
Performing	$	2,588,437	$	6,264,110	$	1,014,039	$	377,086	$	253,041	$	23,335
Non-performing		107,503		43,937		131,301		35,126		5,995		73
Total	$	2,695,940	$	6,308,047	$	1,145,340	$	412,212	$	259,036	$	23,408

The following table sets forth the balances of our one-to-four family interest-only mortgage loans at March 31, 2012 by the period in which such loans are scheduled to enter their amortization period.

(In Thousands)	Recorded Investment
Amortization scheduled to begin:
Within one year		$	12,835
More than one year to three years			841,349
More than three years to five years			1,648,153
Over five years			1,081,883
Total		$	3,584,220

The following table sets forth the balances of our multi-family and commercial real estate mortgage loan receivable segments by credit quality indicator at the dates indicated.

	At March 31, 2012				At December 31, 2011
(In Thousands)	Multi-Family		Commercial Real Estate		Multi-Family		Commercial Real Estate
Not classified	$	1,700,674	$	555,390	$	1,557,315	$	596,799
Classified		160,091		67,014		136,556		62,907
Total	$	1,860,765	$	622,404	$	1,693,871	$	659,706

The following table sets forth information about our loans receivable by segment and class at March 31, 2012 which were modified in a troubled debt restructuring during the three months ended March 31, 2012.

(Dollars In Thousands)	Number of Loans		Pre- Modification Recorded Investment		Recorded  Investment
Mortgage loans:
One-to-four family:
Reduced documentation:
Interest-only		3	$	914	$	914
Amortizing		4		1,549		1,473
Multi-family		6		26,037		25,233
Commercial real estate		1		999		941
Total		14	$	29,499	$	28,561

At March 31, 2011, we held twenty-one loans with a recorded investment of $8.8 million which were modified in a troubled debt restructuring during the three months ended March 31, 2011 with a pre-modification recorded investment of $8.9 million.

The following table sets forth information about our loans receivable by segment and class at March 31, 2012 which were modified in a troubled debt restructuring during the twelve months ended March 31, 2012 and had a payment default subsequent to the modification during the three months ended March 31, 2012.

(Dollars In Thousands)	Number of Loans		Recorded Investment
Mortgage loans:
One-to-four family:
Full documentation:
Interest-only		2	$	524
Amortizing		1		81
Reduced documentation:
Interest-only		7		3,493
Amortizing		6		1,780
Multi-family		1		1,785
Total		17	$	7,663

For additional information regarding our loans receivable and allowance for loan losses, see “Asset Quality” and “Critical Accounting Policies”in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or “MD&A.”

XML

Loans Held-for-Sale

3 Months Ended

Mar. 31, 2012

Loans Held-for-Sale

3.     Loans Held-for-Sale

Loans held-for-sale, net, includes fifteen and thirty year fixed rate one-to-four family mortgage loans originated for sale that conform to GSE guidelines (conforming loans), as well as certain delinquent and non-performing loans. Upon our decision to sell certain delinquent and non-performing loans held in portfolio, we reclassify them to held-for-sale at the lower of cost or fair value, less estimated selling costs. Non-performing loans held-for-sale, included in loans held-for-sale, net, totaled $4.9 million, net of a valuation allowance of $54,000, at March 31, 2012 and $19.7 million, net of a valuation allowance of $63,000, at December 31, 2011. Non-performing loans held-for-sale were comprised primarily of multi-family and commercial real estate mortgage loans at March 31, 2012 and December 31, 2011.

We sold certain delinquent and non-performing mortgage loans totaling $14.6 million, net of charge-offs of $8.1 million, during the three months ended March 31, 2012, primarily multi-family loans, and $6.6 million, net of charge-offs of $2.3 million, during the three months ended March 31, 2011, primarily multi-family and one-to-four family loans. Net gain on sales of non-performing loans totaled $950,000 for the three months ended March 31, 2012 and net loss on sales of non-performing loans totaled $100,000 for the three months ended March 31, 2011.

We recorded net lower of cost or market write-downs on non-performing loans held-for-sale totaling $54,000 for the three months ended March 31, 2012 and $523,000 for the three months ended March 31, 2011. Net lower of cost or market write-downs on non-performing loans held-for-sale and gains and losses recognized on sales of such loans are included in other non-interest income in the consolidated statements of income.

XML

Pension Plans and Other Postretirement Benefits (Tables)

3 Months Ended

Mar. 31, 2012

Net Periodic Cost for Defined Benefit Pension Plans and Other Postretirement Benefit Plan

The following table sets forth information regarding the components of net periodic cost for our defined benefit pension plans and other postretirement benefit plan for the periods indicated.

							Other Postretirement
	Pension Benefits						Benefits
	For the Three Months Ended March 31,						For the Three Months Ended March 31,
(In Thousands)	2012			2011			2012			2011
Service cost	$	1,514		$	1,145		$	195		$	139
Interest cost		3,002			3,057			363			335
Expected return on plan assets		(2,618	)		(2,675	)		-			-
Recognized net actuarial loss		3,238			2,075			162			29
Amortization of prior service cost (credit)		11			48			(7	)		(25	)
Curtailment and settlement		7			28			-			-
Net periodic cost	$	5,154		$	3,678		$	713		$	478

XML

Impact of Accounting Standards and Interpretations

3 Months Ended

Mar. 31, 2012

Impact of Accounting Standards and Interpretations

11. Impact of Accounting Standards and Interpretations

Effective January 1, 2012, we adopted the guidance in Accounting Standards Update, or ASU, 2011-05, “Comprehensive Income (Topic 220) Presentation of Comprehensive Income,” as amended by ASU 2011-12, “Comprehensive Income (Topic 220) Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standard Update No. 2011-05.” ASU 2011-05, as amended, eliminated the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity, which was one of three alternatives for presenting other comprehensive income and its components in financial statements. ASU 2011-05 requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. We have elected the two-statement approach. Since the provisions of ASU 2011-05, as amended, are presentation related only, our adoption of this guidance did not have an impact on our financial condition or results of operations.

XML

Stock Incentive Plans

3 Months Ended

Mar. 31, 2012

Stock Incentive Plans

7.     Stock Incentive Plans

The following table summarizes restricted stock activity in our stock incentive plans for the three months ended March 31, 2012.

	Number of Shares			Weighted Average Grant Date Fair Value
Nonvested at January 1, 2012		1,936,225			$	16.53
Granted		6,000				8.24
Vested		(305,970	)			(27.54	)
Forfeited		(101,254	)			(13.89	)
Nonvested at March 31, 2012		1,535,001				14.48

As a result of the resignation and retirement of several executive officers, coupled with our cost control initiatives during the 2012 first quarter, 101,254 shares of restricted stock were forfeited during the three months ended March 31, 2012 and an additional 167,522 shares will be forfeited on or before May 1, 2012. This level of forfeitures significantly exceeds our original estimate of restricted stock forfeitures based on our prior experience. As a result, we reversed stock-based compensation expense totaling $569,000, net of taxes of $310,000, representing stock-based compensation expense previously recognized on unvested shares of restricted stock which will not vest as a result of forfeitures. Stock-based compensation expense is recognized on a straight-line basis over the vesting period and totaled $336,000, net of taxes of $184,000, for the three months ended March 31, 2012, and $1.4 million, net of taxes of $771,000, for the three months ended March 31, 2011. At March 31, 2012, pre-tax compensation cost related to all nonvested awards of restricted stock not yet recognized totaled $13.5 million and will be recognized over a weighted average period of approximately 2.8 years, which includes $860,000 of pre-tax compensation cost related to 65,000 shares granted in 2011 under a performance-based award for which compensation cost will begin to be recognized when the achievement of the performance conditions becomes probable.

XML

Earnings Per Share

3 Months Ended

Mar. 31, 2012

Earnings Per Share

5.     Earnings Per Share

The following table is a reconciliation of basic and diluted earnings per share.

	For the Three Months Ended March 31,
(In Thousands, Except Share Data)		2012		2011
Net income		$	9,996	$	27,384
Income allocated to participating securities (restricted stock)			-		(661	)
Income attributable to common shareholders		$	9,996	$	26,723
Average number of common shares outstanding – basic			95,018,867		92,734,401
Dilutive effect of stock options (1)			-		-
Average number of common shares outstanding – diluted			95,018,867		92,734,401
Income per common share attributable to common shareholders:
Basic		$	0.11	$	0.29
Diluted		$	0.11	$	0.29

(1) Excludes options to purchase 5,822,224 shares of common stock which were outstanding during the three months ended March 31, 2012 and options to purchase 6,915,789 shares of common stock which were outstanding during the three months ended March 31, 2011 because their inclusion would be anti-dilutive.

XML

Pension Plans and Other Postretirement Benefits

3 Months Ended

Mar. 31, 2012

Pension Plans and Other Postretirement Benefits

6.     Pension Plans and Other Postretirement Benefits

On March 6, 2012, our Board of Directors and the Board of Directors of Astoria Federal approved amendments to the Astoria Federal Savings and Loan Association Employees’ Pension Plan, or the Pension Plan, the Astoria Federal Savings and Loan Association Excess Benefit Plan and the Astoria Federal Savings and Loan Association Supplemental Benefit Plan, or the Excess and Supplemental Plans, and the Astoria Federal Savings and Loan Association Directors’ Retirement Plan, effective April 30, 2012 to change the manner in which benefits are computed for service through April 30, 2012 and to suspend accrual of additional benefits for all of the aforementioned plans effective April 30, 2012.

As a result, we remeasured our benefit obligations and the funded status of our defined benefit pension plans at March 31, 2012, updating the pension measurement assumptions. The remeasurement resulted in a $40.6 million increase in the funded status at March 31, 2012 compared to December 31, 2011. The increase is the result of a $20.4 million decrease in the projected pension benefit obligation at March 31, 2012 compared to December 31, 2011 resulting from the plan amendments and an increase of $20.2 million in the fair value of plan assets at March 31, 2012 compared to December 31, 2011 resulting from the return on plan assets and employer contributions during the 2012 first quarter.

The remeasurement also resulted in a $32.0 million reduction in the pre-tax component of accumulated other comprehensive loss at March 31, 2012 compared to December 31, 2011 related to pension plans. We expect that $5.6 million in net actuarial loss and $151,000 in prior service cost will be recognized as components of net periodic cost for 2012.

We expect the plan amendments will reduce estimated net periodic cost for our defined benefit pension plans to approximately $9.4 million for 2012 compared to $14.8 million for 2011. In addition, we expect to record approximately $2.0 million in settlement charges in the latter half

of 2012 in the Excess and Supplemental Plans related to the settlement of employment agreements associated with previously announced executive retirements.

The following table sets forth information regarding the components of net periodic cost for our defined benefit pension plans and other postretirement benefit plan for the periods indicated.

							Other Postretirement
	Pension Benefits						Benefits
	For the Three Months Ended March 31,						For the Three Months Ended March 31,
(In Thousands)	2012			2011			2012			2011
Service cost	$	1,514		$	1,145		$	195		$	139
Interest cost		3,002			3,057			363			335
Expected return on plan assets		(2,618	)		(2,675	)		-			-
Recognized net actuarial loss		3,238			2,075			162			29
Amortization of prior service cost (credit)		11			48			(7	)		(25	)
Curtailment and settlement		7			28			-			-
Net periodic cost	$	5,154		$	3,678		$	713		$	478

XML

Fair Value Measurements

3 Months Ended

Mar. 31, 2012

Fair Value Measurements

8.     Fair Value Measurements

We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Our securities available-for-sale are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record at fair value other assets or liabilities on a non-recurring basis, such as mortgage servicing rights, or MSR, loans receivable, certain assets held-for-sale and real estate owned, or REO. These non-recurring fair value adjustments involve the application of lower of cost or market accounting or impairment write-downs of individual assets. Additionally, in connection with our mortgage banking activities we have commitments to fund loans held-for-sale and commitments to sell loans, which are considered free-standing derivative instruments, the fair values of which are not material to our financial condition or results of operations.

We group our assets and liabilities at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:

•   Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.

•   Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.

•   Level 3 – Valuation is generated from model-based techniques that use significant assumptions not observable in the market.  These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability.  Valuation techniques include the use of option pricing models, discounted cash flow models and similar techniques.  The results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability.

We base our fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, with additional considerations when the volume and level of activity for an asset or liability have significantly decreased and on identifying circumstances that indicate a transaction is not orderly. GAAP requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The following is a description of valuation methodologies used for assets measured at fair value on a recurring basis.

Securities available-for-sale

Our available-for-sale securities portfolio is carried at estimated fair value on a recurring basis, with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income/loss in stockholders' equity.

Residential mortgage-backed securities

Our securities available-for-sale portfolio consists primarily of residential mortgage-backed securities. The fair values for these securities are obtained from an independent nationally recognized pricing service. Our pricing service uses various modeling techniques to determine pricing for our mortgage-backed securities, including option pricing and discounted cash flow models. The inputs to these models include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, reference data, monthly payment information and collateral performance. At March 31, 2012, 95% of our available-for-sale residential mortgage-backed securities portfolio was comprised of GSE securities for which an active market exists for similar securities, making observable inputs readily available.

We analyze changes in the pricing service fair values from month to month taking into consideration changes in market conditions including changes in mortgage spreads, changes in treasury yields and changes in generic pricing on fifteen year and thirty year securities. Each month we conduct a review of the estimated values of our fixed rate REMICs and CMOs available-for-sale which represent primarily all of these securities priced by our pricing service. We generate prices based upon a “spread matrix” approach for estimating values. Market spreads are obtained from independent third party firms who trade these types of securities. Any notable differences between the pricing service prices and “spread matrix” prices on individual securities are analyzed further, including a review of prices provided by other independent parties, a yield analysis and review of average life changes using Bloomberg analytics and a review of historical pricing on the particular security. Based upon our review of the prices provided by our pricing service, the fair values of securities incorporate observable market inputs commonly used by buyers and sellers of these types of securities at the measurement date in orderly transactions between market participants, and, as such, are classified as Level 2.

Obligations of GSEs

Obligations of GSEs in our available-for-sale securities portfolio consists of a debt security issued by the Federal Home Loan Banks. The fair value of this security is obtained from an independent nationally recognized pricing service. Our pricing service gathers information from market sources and integrates relative credit information, observed market movement and sector news into their pricing applications and models. Spread scales, representing credit risk, are created and are based on the new issue market, secondary trading and dealer quotes. Option adjusted spread models are incorporated to adjust spreads of issues that have early redemption features. Based upon our review of the prices provided by our pricing service, the fair value of this security incorporates observable market inputs commonly used by buyers and sellers of this type of security at the measurement date in orderly transactions between market participants, and, as such, is classified as Level 2.

Freddie Mac and Fannie Mae stock

The fair values of the Freddie Mac and Fannie Mae stock in our available-for-sale securities portfolio are obtained from quoted market prices for identical instruments in active markets and, as such, are classified as Level 1.

The following tables set forth the carrying value of our assets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurement falls at the dates indicated.

	Carrying Value at March 31, 2012
(In Thousands)	Total		Level 1		Level 2		Level 3
Securities available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	239,703	$	-	$	239,703	$	-
Non-GSE issuance REMICs and CMOs		15,009		-		15,009		-
GSE pass-through certificates		24,414		-		24,414		-
Obligations of GSEs		24,886		-		24,886		-
Freddie Mac and Fannie Mae stock		4,620		4,620		-		-
Total securities available-for-sale	$	308,632	$	4,620	$	304,012	$	-

	Carrying Value at December 31, 2011
(In Thousands)	Total		Level 1		Level 2		Level 3
Securities available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	298,620	$	-	$	298,620	$	-
Non-GSE issuance REMICs and CMOs		15,795		-		15,795		-
GSE pass-through certificates		25,192		-		25,192		-
Freddie Mac and Fannie Mae stock		4,580		4,580		-		-
Total securities available-for-sale	$	344,187	$	4,580	$	339,607	$	-

The following is a description of valuation methodologies used for assets measured at fair value on a non-recurring basis.

Non-performing loans held-for-sale, net

Non-performing loans held-for-sale were comprised primarily of multi-family and commercial real estate mortgage loans at March 31, 2012 and December 31, 2011. Fair values of non-performing loans held-for-sale are estimated through either bids received on the loans or a discounted cash flow analysis of the underlying collateral and adjusted as necessary, by management, to reflect current market conditions and, as such, are classified as Level 3.

Loans receivable, net (impaired loans)

Loans which meet certain criteria are evaluated individually for impairment. A loan is considered impaired when, based upon current information and events, it is probable that we will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the loan agreement. Impaired loans, including impaired loans for which a fair value adjustment was recognized, consisted primarily of one-to-four family mortgage loans at March 31, 2012 and December 31, 2011. Our impaired loans are generally collateral dependent and, as such, are carried at the estimated fair value of the collateral less estimated selling costs.

We obtain updated estimates of collateral value on impaired one-to-four family loans at 180 days past due and annually thereafter. Updated estimates of collateral value on one-to-four family loans are obtained primarily through automated valuation models. Additionally, our loan servicer performs property inspections to monitor and manage the collateral on our one-to-four family loans when they become 45 days past due and monthly thereafter until the foreclosure process is complete. We obtain updated estimates of collateral value using third party appraisals on non-performing impaired multi-family and commercial real estate loans with balances of $1.0 million or greater when the loans initially become non-performing. Annually thereafter, we

perform inspections of these properties to monitor the collateral. Appraisals on multi-family and commercial real estate loans are reviewed by our internal certified appraisers. Adjustments to final appraised values obtained from independent third party appraisers and automated valuation models are not made. The fair values of impaired loans cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the loan and, as such, are classified as Level 3.

MSR, net

The right to service loans for others is generally obtained through the sale of one-to-four family mortgage loans with servicing retained. MSR are carried at the lower of cost or estimated fair value. The estimated fair value of MSR is obtained through independent third party valuations through an analysis of future cash flows, incorporating estimates of assumptions market participants would use in determining fair value including market discount rates, prepayment speeds, servicing income, servicing costs, default rates and other market driven data, including the market’s perception of future interest rate movements and, as such, are classified as Level 3. At March 31, 2012, our MSR were valued based on expected future cash flows considering a weighted average discount rate of 10.95%, a weighted average constant prepayment rate on mortgages of 20.32% and a weighted average life of 3.8 years. At December 31, 2011, our MSR were valued based on expected future cash flows considering a weighted average discount rate of 10.94%, a weighted average constant prepayment rate on mortgages of 20.30% and a weighted average life of 3.7 years. Management reviews the assumptions used to estimate the fair value of MSR to ensure they reflect current and anticipated market conditions.

REO, net

REO represents real estate acquired as a result of foreclosure or by deed in lieu of foreclosure, all of which were one-to-four family properties at March 31, 2012 and December 31, 2011, and is carried, net of allowances for losses, at the lower of cost or fair value less estimated selling costs. The fair value of REO is estimated through current appraisals, in conjunction with a drive-by inspection and comparison of the REO property with similar properties in the area by either a licensed appraiser or real estate broker. As these properties are actively marketed, estimated fair values are periodically adjusted by management to reflect current market conditions and, as such, are classified as Level 3.

The following table sets forth the carrying value of those of our assets which were measured at fair value on a non-recurring basis at the dates indicated. The fair value measurement for all of these assets falls within Level 3 of the fair value hierarchy.

	Carrying Value
(In Thousands)		At March 31, 2012		At December 31, 2011
Non-performing loans held-for-sale, net		$	4,923	$	19,744
Impaired loans			252,346		232,849
MSR, net			8,057		8,136
REO, net			29,630		36,956
Total		$	294,956	$	297,685

The following table provides information regarding the losses recognized on our assets measured at fair value on a non-recurring basis for the periods indicated.

	For the Three Months Ended March 31,
(In Thousands)	2012		2011
Non-performing loans held-for-sale, net (1)	$	54	$	2,587
Impaired loans (2)		15,875		14,582
MSR, net (3)		-		-
REO, net (4)		2,534		3,505
Total	$	18,463	$	20,674

(1)	Losses are charged against the allowance for loan losses in the case of a write-down upon the reclassification of a loan to held-for-sale.  Losses subsequent to the reclassification of a loan to held-for-sale are charged to other non-interest income.
(2)	Losses are charged against the allowance for loan losses.
(3)	Losses are charged to mortgage banking income, net.
(4)	Losses are charged against the allowance for loan losses in the case of a write-down upon the transfer of a loan to REO. Losses subsequent to the transfer of a loan to REO are charged to REO expense which is a component of other non-interest expense.

XML

Balances of Loans Receivable by Segment and Impairment Evaluation and Associated Allowance (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans individually evaluated for impairment	$ 1,734,227	$ 1,549,106
Loans collectively evaluated for impairment	11,570,334	11,648,454
Loans (gross) amount	13,304,561	13,197,560
Loans individually evaluated for impairment, allowance for loan losses	57,319	41,548
Loans collectively evaluated for impairment, allowance for loan losses	92,580	115,637
Total allowance for loan losses	149,899	157,185
Consumer and Other Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans individually evaluated for impairment	4,563	4,535
Loans collectively evaluated for impairment	271,468	277,909
Loans (gross) amount	276,031	282,444
Loans individually evaluated for impairment, allowance for loan losses	68	68
Loans collectively evaluated for impairment, allowance for loan losses	3,604	3,732
Total allowance for loan losses	3,672	3,800
Mortgage Loans (Gross)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans (gross) amount	13,028,530	12,915,116
Mortgage Loans (Gross) | One-to-Four Family
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans individually evaluated for impairment	345,707	337,116
Loans collectively evaluated for impairment	10,199,654	10,224,423
Loans (gross) amount	10,545,361	10,561,539
Loans individually evaluated for impairment, allowance for loan losses	11,014	10,967
Loans collectively evaluated for impairment, allowance for loan losses	79,884	95,024
Total allowance for loan losses	90,898	105,991
Mortgage Loans (Gross) | Multi-Family
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans individually evaluated for impairment	1,084,720	889,137
Loans collectively evaluated for impairment	776,045	804,734
Loans (gross) amount	1,860,765	1,693,871
Loans individually evaluated for impairment, allowance for loan losses	38,249	22,517
Loans collectively evaluated for impairment, allowance for loan losses	6,678	12,905
Total allowance for loan losses	44,927	35,422
Mortgage Loans (Gross) | Commercial Real Estate
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans individually evaluated for impairment	299,237	318,318
Loans collectively evaluated for impairment	323,167	341,388
Loans (gross) amount	622,404	659,706
Loans individually evaluated for impairment, allowance for loan losses	7,988	7,996
Loans collectively evaluated for impairment, allowance for loan losses	2,414	3,976
Total allowance for loan losses	$ 10,402	$ 11,972

XML

Carrying Value of Assets Measured at Fair Value on Non-Recurring Basis which Fall within Level 3 of Fair Value Hierarchy (Detail) (Level 3, USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on non-recurring Basis	$ 294,956	$ 297,685
Non-performing loans held-for-sale, net
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on non-recurring Basis	4,923	19,744
Impaired loans
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on non-recurring Basis	252,346	232,849
MSR, net
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on non-recurring Basis	8,057	8,136
REO, net
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on non-recurring Basis	$ 29,630	$ 36,956

XML

Loans Receivable and Allowance for Loan Losses (Tables)

3 Months Ended

Mar. 31, 2012

Balances of One-to-Four Family Interest-Only Mortgage Loans by Scheduled Amortization Period

The following table sets forth the balances of our one-to-four family interest-only mortgage loans at March 31, 2012 by the period in which such loans are scheduled to enter their amortization period.

(In Thousands)	Recorded Investment
Amortization scheduled to begin:
Within one year		$	12,835
More than one year to three years			841,349
More than three years to five years			1,648,153
Over five years			1,081,883
Total		$	3,584,220

Composition of Loans Receivable Portfolio in Dollar Amounts, Percentages of Portfolio and Aging Analysis by Segment and Class

The following tables set forth the composition of our loans receivable portfolio in dollar amounts and percentages of the portfolio and an aging analysis by segment and class at the dates indicated.

	At March 31, 2012
	30-59 Days		60-89 Days		90 Days or More Past Due				Total							Percent
(Dollars in Thousands)	Past Due		Past Due		Accruing		Non-Accrual		Past Due		Current		Total			of Total
Mortgage loans (gross):
One-to-four family:
Full documentation:
Interest-only	$	30,202	$	10,907	$	-	$	101,662	$	142,771	$	2,334,818	$	2,477,589			18.62	%
Amortizing		20,156		6,046		-		46,471		72,673		6,470,084		6,542,757			49.18
Reduced documentation:
Interest-only		28,798		8,681		-		126,656		164,135		942,496		1,106,631			8.32
Amortizing		16,065		2,225		-		37,413		55,703		362,681		418,384			3.14
Total one-to-four family		95,221		27,859		-		312,202		435,282		10,110,079		10,545,361			79.26
Multi-family		19,628		5,502		-		35,497		60,627		1,800,138		1,860,765			13.99
Commercial real estate		2,942		6,415		-		1,432		10,789		611,615		622,404			4.68
Total mortgage loans		117,791		39,776		-		349,131		506,698		12,521,832		13,028,530			97.93
Consumer and other loans (gross):
Home equity lines of credit		3,843		1,725		-		6,356		11,924		240,987		252,911			1.90
Other		152		45		-		81		278		22,842		23,120			0.17
Total consumer and other loans		3,995		1,770		-		6,437		12,202		263,829		276,031			2.07
Total loans	$	121,786	$	41,546	$	-	$	355,568	$	518,900	$	12,785,661	$	13,304,561			100.00	%
Net unamortized premiums and deferred loan origination costs														76,086
Loans receivable														13,380,647
Allowance for loan losses														(149,899	)
Loans receivable, net													$	13,230,748

	At December 31, 2011
	30-59 Days		60-89 Days		90 Days or More Past Due				Total							Percent
(Dollars in Thousands)	Past Due		Past Due		Accruing		Non-Accrual		Past Due		Current		Total			of Total
Mortgage loans (gross):
One-to-four family:
Full documentation:
Interest-only	$	40,582	$	9,047	$	-	$	107,503	$	157,132	$	2,538,808	$	2,695,940			20.43	%
Amortizing		33,376		7,056		14		43,923		84,369		6,223,678		6,308,047			47.79
Reduced documentation:
Interest-only		38,570		9,695		-		131,301		179,566		965,774		1,145,340			8.68
Amortizing		16,034		5,455		-		35,126		56,615		355,597		412,212			3.12
Total one-to-four family		128,562		31,253		14		317,853		477,682		10,083,857		10,561,539			80.02
Multi-family		29,109		14,915		148		7,874		52,046		1,641,825		1,693,871			12.84
Commercial real estate		4,882		1,060		-		900		6,842		652,864		659,706			5.00
Total mortgage loans		162,553		47,228		162		326,627		536,570		12,378,546		12,915,116			97.86
Consumer and other loans (gross):
Home equity lines of credit		3,975		1,391		-		5,995		11,361		247,675		259,036			1.96
Other		212		196		-		73		481		22,927		23,408			0.18
Total consumer and other loans		4,187		1,587		-		6,068		11,842		270,602		282,444			2.14
Total loans	$	166,740	$	48,815	$	162	$	332,695	$	548,412	$	12,649,148	$	13,197,560			100.00	%
Net unamortized premiums and deferred loan origination costs														77,044
Loans receivable														13,274,604
Allowance for loan losses														(157,185	)
Loans receivable, net													$	13,117,419

Changes in Allowance for Loan Losses by Loan Receivable Segment

The following table sets forth the changes in our allowance for loan losses by loan receivable segment for the three months ended March 31, 2012.

	Mortgage Loans									Consumer
	One-to-Four			Multi-			Commercial			and Other
(In Thousands)	Family			Family			Real Estate			Loans			Total
Balance at January 1, 2012	$	105,991		$	35,422		$	11,972		$	3,800		$	157,185
Provision charged to operations		988			9,860			(1,232	)		384			10,000
Charge-offs		(17,704	)		(432	)		(339	)		(600	)		(19,075	)
Recoveries		1,623			77			1			88			1,789
Balance at March 31, 2012	$	90,898		$	44,927		$	10,402		$	3,672		$	149,899

Balances of Loans Receivable by Segment and Impairment Evaluation and Associated Allowance

The following tables set forth the balances of our loans receivable by segment and impairment evaluation and the allowance for loan losses associated with such loans at the dates indicated.

	At March 31, 2012
	Mortgage Loans
(In Thousands)	One-to-Four Family		Multi- Family		Commercial Real Estate		Consumerand Other Loans		Total
Loans:
Individually evaluated for impairment	$	345,707	$	1,084,720	$	299,237	$	4,563	$	1,734,227
Collectively evaluated for impairment		10,199,654		776,045		323,167		271,468		11,570,334
Total loans	$	10,545,361	$	1,860,765	$	622,404	$	276,031	$	13,304,561
Allowance for loan losses:
Individually evaluated for impairment	$	11,014	$	38,249	$	7,988	$	68	$	57,319
Collectively evaluated for impairment		79,884		6,678		2,414		3,604		92,580
Total allowance for loan losses	$	90,898	$	44,927	$	10,402	$	3,672	$	149,899

	At December 31, 2011
	Mortgage Loans
(In Thousands)	One-to-Four Family		Multi- Family		Commercial Real Estate		Consumer and Other Loans		Total
Loans:
Individually evaluated for impairment	$	337,116	$	889,137	$	318,318	$	4,535	$	1,549,106
Collectively evaluated for impairment		10,224,423		804,734		341,388		277,909		11,648,454
Total loans	$	10,561,539	$	1,693,871	$	659,706	$	282,444	$	13,197,560
Allowance for loan losses:
Individually evaluated for impairment	$	10,967	$	22,517	$	7,996	$	68	$	41,548
Collectively evaluated for impairment		95,024		12,905		3,976		3,732		115,637
Total allowance for loan losses	$	105,991	$	35,422	$	11,972	$	3,800	$	157,185

Impaired Loans Net Investment

Information Related to Impaired Loans by Segment and Class

The following table summarizes information related to our impaired loans by segment and class at the dates indicated. Impaired one-to-four family mortgage loans consist primarily of loans where a portion of the outstanding principal has been charged off.

	At March 31, 2012										At December 31, 2011
(In Thousands)		Unpaid Principal Balance		Recorded Investment		Related Allowance			Net Investment		Unpaid Principal Balance		Recorded Investment		Related Allowance			Net Investment
With an allowance recorded:
One-to-four family:
Full documentation:
Interest-only		$	10,343	$	10,343	$	(222	)	$	10,121	$	10,588	$	10,588	$	(1,240	)	$	9,348
Amortizing			3,981		3,981		(79	)		3,902		3,885		3,885		(439	)		3,446
Reduced documentation:
Interest-only			11,215		11,215		(280	)		10,935		11,713		11,713		(1,409	)		10,304
Amortizing			2,013		2,013		(121	)		1,892		1,779		1,779		(217	)		1,562
Multi-family			64,593		63,884		(14,561	)		49,323		39,399		36,273		(8,650	)		27,623
Commercial real estate			12,012		12,012		(1,983	)		10,029		19,946		17,095		(3,193	)		13,902
Without an allowance recorded:
One-to-four family:
Full documentation:
Interest-only			117,824		83,315		-			83,315		107,332		75,791		-			75,791
Amortizing			25,447		19,513		-			19,513		22,184		17,074		-			17,074
Reduced documentation:
Interest-only			164,173		115,826		-			115,826		156,083		109,582		-			109,582
Amortizing			22,177		16,527		-			16,527		20,021		15,259		-			15,259
Multi-family			13,153		9,144		-			9,144		2,496		2,496		-			2,496
Commercial real estate			9,180		6,001		-			6,001		-		-		-			-
Total impaired loans		$	456,111	$	353,774	$	(17,246	)	$	336,528	$	395,426	$	301,535	$	(15,148	)	$	286,387

Impaired Loans Average Investment

Information Related to Impaired Loans by Segment and Class

The following table sets forth the average recorded investment, interest income recognized and cash basis interest income related to our impaired loans by segment and class for the periods indicated.

	For the Three Months Ended March 31, 2012						For the Three Months Ended March 31, 2011
(In Thousands)	Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Income		Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Income
With an allowance recorded:
One-to-four family:
Full documentation:
Interest-only	$	10,466	$	91	$	93	$	10,861	$	114	$	102
Amortizing		3,933		40		40		7,630		109		93
Reduced documentation:
Interest-only		11,464		117		121		10,631		144		145
Amortizing		1,896		23		22		1,169		13		13
Multi-family		50,079		554		802		59,819		699		668
Commercial real estate		14,554		159		169		19,058		315		308
Without an allowance recorded:
One-to-four family:
Full documentation:
Interest-only		79,553		345		341		64,371		252		252
Amortizing		18,294		52		56		11,871		14		14
Reduced documentation:
Interest-only		112,704		522		536		107,626		449		430
Amortizing		15,893		124		123		12,982		56		54
Multi-family		5,820		174		174		639		-		-
Commercial real estate		3,001		139		131		-		-		-
Total impaired loans	$	327,657	$	2,340	$	2,608	$	306,657	$	2,165	$	2,079

Performing Non performing Credit Quality Indicator

Loan Receivable Segments by Class and Credit Quality Indicator

The following tables set forth the balances of our one-to-four family mortgage and consumer and other loan receivable segments by class and credit quality indicator at the dates indicated.

	At March 31, 2012
	One-to-Four Family Mortgage Loans								Consumer and Other Loans
	Full Documentation				Reduced Documentation				Home Equity
(In Thousands)	Interest-only		Amortizing		Interest-only		Amortizing		Lines of Credit		Other
Performing	$	2,375,927	$	6,496,286	$	979,975	$	380,971	$	246,555	$	23,039
Non-performing		101,662		46,471		126,656		37,413		6,356		81
Total	$	2,477,589	$	6,542,757	$	1,106,631	$	418,384	$	252,911	$	23,120

	At December 31, 2011
	One-to-Four Family Mortgage Loans								Consumer and Other Loans
	Full Documentation				Reduced Documentation				Home Equity
(In Thousands)	Interest-only		Amortizing		Interest-only		Amortizing		Lines of Credit		Other
Performing	$	2,588,437	$	6,264,110	$	1,014,039	$	377,086	$	253,041	$	23,335
Non-performing		107,503		43,937		131,301		35,126		5,995		73
Total	$	2,695,940	$	6,308,047	$	1,145,340	$	412,212	$	259,036	$	23,408

Classified Not Classified Credit Qualtiy Indicator

Loan Receivable Segments by Class and Credit Quality Indicator

The following table sets forth the balances of our multi-family and commercial real estate mortgage loan receivable segments by credit quality indicator at the dates indicated.

	At March 31, 2012				At December 31, 2011
(In Thousands)	Multi-Family		Commercial Real Estate		Multi-Family		Commercial Real Estate
Not classified	$	1,700,674	$	555,390	$	1,557,315	$	596,799
Classified		160,091		67,014		136,556		62,907
Total	$	1,860,765	$	622,404	$	1,693,871	$	659,706

Restructured Loans

Information about Loans Receivable by Segment and Class Modified in Troubled Debt Restructuring

The following table sets forth information about our loans receivable by segment and class at March 31, 2012 which were modified in a troubled debt restructuring during the three months ended March 31, 2012.

(Dollars In Thousands)	Number of Loans		Pre- Modification Recorded Investment		Recorded  Investment
Mortgage loans:
One-to-four family:
Reduced documentation:
Interest-only		3	$	914	$	914
Amortizing		4		1,549		1,473
Multi-family		6		26,037		25,233
Commercial real estate		1		999		941
Total		14	$	29,499	$	28,561

Defaulted Loans

Information about Loans Receivable by Segment and Class Modified in Troubled Debt Restructuring

The following table sets forth information about our loans receivable by segment and class at March 31, 2012 which were modified in a troubled debt restructuring during the twelve months ended March 31, 2012 and had a payment default subsequent to the modification during the three months ended March 31, 2012.

(Dollars In Thousands)	Number of Loans		Recorded Investment
Mortgage loans:
One-to-four family:
Full documentation:
Interest-only		2	$	524
Amortizing		1		81
Reduced documentation:
Interest-only		7		3,493
Amortizing		6		1,780
Multi-family		1		1,785
Total		17	$	7,663

XML

Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2012

Carrying Amounts and Fair Values of Financial Instruments

The following table summarizes the carrying amounts and estimated fair values of our financial instruments which are carried on the consolidated statements of financial condition at either cost or at lower of cost or fair value, in accordance with GAAP, and not measured or recorded at fair value on a recurring basis.

	At March 31, 2012				At December 31, 2011
(In Thousands)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial Assets:
Securities held-to-maturity	$	2,205,870	$	2,255,457	$	2,130,804	$	2,176,925
FHLB-NY stock		146,598		146,598		131,667		131,667
Loans held-for-sale, net (1)		22,918		23,175		32,394		32,611
Loans receivable, net (1)		13,230,748		13,473,580		13,117,419		13,368,354
MSR, net (1)		8,057		8,061		8,136		8,137
Financial Liabilities:
Deposits		11,112,648		11,245,730		11,245,614		11,416,033
Borrowings, net		4,333,666		4,813,334		4,121,573		4,624,636

(1)  Includes totals for assets measured at fair value on a non-recurring basis as disclosed in Note 8.

XML

Fair Value Measurements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2012 Year	Dec. 31, 2011 Year
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale residential mortgage-backed securities portfolio which are GSE securities	95.00%
Assumption to estimate fair value of servicing asset, weighted average discount rate	10.95%	10.94%
Assumption to estimate fair value of servicing asset, weighted average constant prepayment rate	20.32%	20.30%
Assumption to estimate fair value of servicing asset, weighted average life	3.8	3.7
Non-performing | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impaired multi-family and commercial real estate loans balance that require estimated collateral value using third party appraisals	1.0

XML

Loans Receivable and Allowance for Loan Losses - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2011 Investment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of Loans	21
Recorded Investment	$ 8.8
Pre-Modification Recorded Investment	$ 8.9

XML

Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net income	$ 9,996	$ 27,384
Net unrealized (loss) gain on securities available-for-sale:
Net unrealized holding (losses) gains on securities arising during the period	(814)	1,163
Reclassification adjustment for gains included in net income	(1,604)
Net unrealized (loss) gain on securities available-for-sale	(2,418)	1,163
Net actuarial loss adjustment on pension plans and other postretirement benefits:
Net actuarial loss adjustment arising during the period	24,286
Reclassification adjustment for net actuarial loss included in net income	2,201	1,362
Net actuarial loss adjustment on pension plans and other postretirement benefits	26,487	1,362
Prior service cost adjustment on pension plans and other postretirement benefits:
Prior service cost adjustment arising during the period	(3,537)
Reclassification adjustment for prior service cost included in net income	2	15
Prior service cost adjustment on pension plans and other postretirement benefits	(3,535)	15
Reclassification adjustment for loss on cash flow hedge included in net income	48	48
Total other comprehensive income, net of tax	20,582	2,588
Comprehensive income	$ 30,578	$ 29,972

XML

Securities

3 Months Ended

Mar. 31, 2012

Securities

2. Securities

The following tables set forth the amortized cost and estimated fair value of securities available-for-sale and held-to-maturity at the dates indicated.

	At March 31, 2012
				Gross		Gross			Estimated
		Amortized		Unrealized		Unrealized			Fair
(In Thousands)		Cost		Gains		Losses			Value
Available-for-sale:
Residential mortgage-backed securities:
GSE (1) issuance REMICs and CMOs (2)	$	232,060	$	7,643	$	-		$	239,703
Non-GSE issuance REMICs and CMOs		15,195		2		(188	)		15,009
GSE pass-through certificates		23,345		1,071		(2	)		24,414
Total residential mortgage-backed securities		270,600		8,716		(190	)		279,126
Obligations of GSEs		24,950		-		(64	)		24,886
Freddie Mac and Fannie Mae stock		15		4,620		(15	)		4,620
Total securities available-for-sale	$	295,565	$	13,336	$	(269	)	$	308,632
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	2,162,717	$	49,542	$	(100	)	$	2,212,159
Non-GSE issuance REMICs and CMOs		9,875		92		(3	)		9,964
GSE pass-through certificates		390		18		-			408
Total residential mortgage-backed securities		2,172,982		49,652		(103	)		2,222,531
Obligations of GSEs		29,999		-		(44	)		29,955
Obligations of states and political subdivisions		2,889		82		-			2,971
Total securities held-to-maturity	$	2,205,870	$	49,734	$	(147	)	$	2,255,457

(1)   Government-sponsored enterprise

(2)   Real estate mortgage investment conduits and collateralized mortgage obligations

	At December 31, 2011
				Gross		Gross			Estimated
		Amortized		Unrealized		Unrealized			Fair
(In Thousands)		Cost		Gains		Losses			Value
Available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	286,862	$	11,759	$	(1	)	$	298,620
Non-GSE issuance REMICs and CMOs		16,092		-		(297	)		15,795
GSE pass-through certificates		24,168		1,026		(2	)		25,192
Total residential mortgage-backed securities		327,122		12,785		(300	)		339,607
Freddie Mac and Fannie Mae stock		15		4,580		(15	)		4,580
Total securities available-for-sale	$	327,137	$	17,365	$	(315	)	$	344,187
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	2,054,380	$	45,929	$	(146	)	$	2,100,163
Non-GSE issuance REMICs and CMOs		15,105		92		(1	)		15,196
GSE pass-through certificates		475		24		-			499
Total residential mortgage-backed securities		2,069,960		46,045		(147	)		2,115,858
Obligations of GSEs		57,868		140		-			58,008
Obligations of states and political subdivisions		2,976		83		-			3,059
Total securities held-to-maturity	$	2,130,804	$	46,268	$	(147	)	$	2,176,925

The following tables set forth the estimated fair values of securities with gross unrealized losses at the dates indicated, segregated between securities that have been in a continuous unrealized loss position for less than twelve months and those that have been in a continuous unrealized loss position for twelve months or longer at the dates indicated.

	At March 31, 2012
	Less Than Twelve Months					Twelve Months or Longer					Total
				Gross					Gross					Gross
		Estimated		Unrealized			Estimated		Unrealized			Estimated		Unrealized
(In Thousands)		Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Available-for-sale:
Non-GSE issuance REMICs and CMOs	$	43	$	(1	)	$	14,568	$	(187	)	$	14,611	$	(188	)
GSE pass-through certificates		92		(1	)		23		(1	)		115		(2	)
Obligations of GSEs		24,886		(64	)		-		-			24,886		(64	)
Freddie Mac and Fannie Mae stock		-		-			-		(15	)		-		(15	)
Total temporarily impaired securities available-for-sale	$	25,021	$	(66	)	$	14,591	$	(203	)	$	39,612	$	(269	)
Held-to-maturity:
GSE issuance REMICs and CMOs	$	72,340	$	(100	)	$	-	$	-		$	72,340	$	(100	)
Non-GSE issuance REMICs and CMOs		1,777		(3	)		-		-			1,777		(3	)
Obligations of GSEs		29,955		(44	)		-		-			29,955		(44	)
Total temporarily impaired securities held-to-maturity	$	104,072	$	(147	)	$	-	$	-		$	104,072	$	(147	)

	At December 31, 2011
	Less Than Twelve Months					Twelve Months or Longer					Total
				Gross					Gross					Gross
		Estimated		Unrealized			Estimated		Unrealized			Estimated		Unrealized
(In Thousands)		Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Available-for-sale:
GSE issuance REMICs and CMOs	$	360	$	(1	)	$	-	$	-		$	360	$	(1	)
Non-GSE issuance REMICs and CMOs		495		(21	)		15,261		(276	)		15,756		(297	)
GSE pass-through certificates		623		(2	)		-		-			623		(2	)
Freddie Mac and Fannie Mae stock		-		-			-		(15	)		-		(15	)
Total temporarily impaired securities available-for-sale	$	1,478	$	(24	)	$	15,261	$	(291	)	$	16,739	$	(315	)
Held-to-maturity:
GSE issuance REMICs and CMOs	$	53,347	$	(146	)	$	-	$	-		$	53,347	$	(146	)
Non-GSE issuance REMICs and CMOs		1,247		(1	)		-		-			1,247		(1	)
Total temporarily impaired securities held-to-maturity	$	54,594	$	(147	)	$	-	$	-		$	54,594	$	(147	)

We held 33 securities which had an unrealized loss at March 31, 2012 and 36 at December 31, 2011. At March 31, 2012 and December 31, 2011, substantially all of the securities in an unrealized loss position had a fixed interest rate and the cause of the temporary impairment is directly related to the change in interest rates. In general, as interest rates rise, the fair value of fixed rate securities will decrease; as interest rates fall, the fair value of fixed rate securities will increase. We generally view changes in fair value caused by changes in interest rates as temporary, which is consistent with our experience. None of the unrealized losses are related to credit losses. Therefore, at March 31, 2012 and December 31, 2011, the impairments are deemed temporary based on (1) the direct relationship of the decline in fair value to movements in interest rates, (2) the estimated remaining life and high credit quality of the investments and (3) the fact that we do not intend to sell these securities and it is not more likely than not that we will be required to sell these securities before their anticipated recovery of the remaining amortized cost basis and we expect to recover the entire amortized cost basis of the security.

During the three months ended March 31, 2012, proceeds from sales of securities from the available-for-sale portfolio totaled $54.3 million, resulting in gross realized gains totaling $2.5 million. There were no sales of securities from the available-for-sale portfolio during the three months ended March 31, 2011.

At March 31, 2012, we held available-for-sale debt securities, excluding mortgage-backed securities, with a contractual maturity in 2021 which had an amortized cost of $25.0 million and fair value of $24.9 million. Held-to-maturity debt securities, excluding mortgage-backed securities, had an amortized cost and fair value of $32.9 million at March 31, 2012. These securities have contractual maturities between 2017 and 2021. Actual maturities will differ from contractual maturities because issuers may have the right to prepay or call obligations with or without prepayment penalties.

The balance of accrued interest receivable for securities totaled $7.4 million at March 31, 2012 and $7.5 million at December 31, 2011.

At March 31, 2012, we held securities with an amortized cost of $54.9 million which are callable within one year and at various times thereafter.

XML

Basis of Presentation - Additional Information (Detail) (USD $)			3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2012 Astoria Capital Trust I	Mar. 31, 2012 Junior Subordinated Debentures
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Capital Securities, aggregate liquidation amount			$ 125,000,000
Debt instrument, interest rate			9.75%	9.75%
Debt instrument, maturity date			Nov. 01, 2029	Nov. 01, 2029
Common Stock			3,900,000
Other borrowings, net	$ 378,666,000	$ 378,573,000		$ 128,900,000

XML

Balances of One-to-Four Family Interest-Only Mortgage Loans by Scheduled Amortization Period (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	$ 13,304,561	$ 13,197,560
One-to-Four Family | Interest-only loans
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	3,584,220
One-to-Four Family | Interest-only loans | Within one year
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	12,835
One-to-Four Family | Interest-only loans | More than one year to three years
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	841,349
One-to-Four Family | Interest-only loans | More than three years to five years
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	1,648,153
One-to-Four Family | Interest-only loans | Over five years
Financing Receivable, Recorded Investment [Line Items]
Loans (gross) amount	$ 1,081,883

XML

Securities (Tables)

3 Months Ended

Mar. 31, 2012

Amortized Cost and Estimated Fair Value of Securities Available-for-Sale and Held-to-Maturity

The following tables set forth the amortized cost and estimated fair value of securities available-for-sale and held-to-maturity at the dates indicated.

	At March 31, 2012
				Gross		Gross			Estimated
		Amortized		Unrealized		Unrealized			Fair
(In Thousands)		Cost		Gains		Losses			Value
Available-for-sale:
Residential mortgage-backed securities:
GSE (1) issuance REMICs and CMOs (2)	$	232,060	$	7,643	$	-		$	239,703
Non-GSE issuance REMICs and CMOs		15,195		2		(188	)		15,009
GSE pass-through certificates		23,345		1,071		(2	)		24,414
Total residential mortgage-backed securities		270,600		8,716		(190	)		279,126
Obligations of GSEs		24,950		-		(64	)		24,886
Freddie Mac and Fannie Mae stock		15		4,620		(15	)		4,620
Total securities available-for-sale	$	295,565	$	13,336	$	(269	)	$	308,632
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	2,162,717	$	49,542	$	(100	)	$	2,212,159
Non-GSE issuance REMICs and CMOs		9,875		92		(3	)		9,964
GSE pass-through certificates		390		18		-			408
Total residential mortgage-backed securities		2,172,982		49,652		(103	)		2,222,531
Obligations of GSEs		29,999		-		(44	)		29,955
Obligations of states and political subdivisions		2,889		82		-			2,971
Total securities held-to-maturity	$	2,205,870	$	49,734	$	(147	)	$	2,255,457

(1)   Government-sponsored enterprise

(2)   Real estate mortgage investment conduits and collateralized mortgage obligations

	At December 31, 2011
				Gross		Gross			Estimated
		Amortized		Unrealized		Unrealized			Fair
(In Thousands)		Cost		Gains		Losses			Value
Available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	286,862	$	11,759	$	(1	)	$	298,620
Non-GSE issuance REMICs and CMOs		16,092		-		(297	)		15,795
GSE pass-through certificates		24,168		1,026		(2	)		25,192
Total residential mortgage-backed securities		327,122		12,785		(300	)		339,607
Freddie Mac and Fannie Mae stock		15		4,580		(15	)		4,580
Total securities available-for-sale	$	327,137	$	17,365	$	(315	)	$	344,187
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	2,054,380	$	45,929	$	(146	)	$	2,100,163
Non-GSE issuance REMICs and CMOs		15,105		92		(1	)		15,196
GSE pass-through certificates		475		24		-			499
Total residential mortgage-backed securities		2,069,960		46,045		(147	)		2,115,858
Obligations of GSEs		57,868		140		-			58,008
Obligations of states and political subdivisions		2,976		83		-			3,059
Total securities held-to-maturity	$	2,130,804	$	46,268	$	(147	)	$	2,176,925

Estimated Fair Values of Securities with Gross Unrealized Losses in Continuous Unrealized Loss Position for Less Than Twelve Months and for Twelve Months or Longer

The following tables set forth the estimated fair values of securities with gross unrealized losses at the dates indicated, segregated between securities that have been in a continuous unrealized loss position for less than twelve months and those that have been in a continuous unrealized loss position for twelve months or longer at the dates indicated.

	At March 31, 2012
	Less Than Twelve Months					Twelve Months or Longer					Total
				Gross					Gross					Gross
		Estimated		Unrealized			Estimated		Unrealized			Estimated		Unrealized
(In Thousands)		Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Available-for-sale:
Non-GSE issuance REMICs and CMOs	$	43	$	(1	)	$	14,568	$	(187	)	$	14,611	$	(188	)
GSE pass-through certificates		92		(1	)		23		(1	)		115		(2	)
Obligations of GSEs		24,886		(64	)		-		-			24,886		(64	)
Freddie Mac and Fannie Mae stock		-		-			-		(15	)		-		(15	)
Total temporarily impaired securities available-for-sale	$	25,021	$	(66	)	$	14,591	$	(203	)	$	39,612	$	(269	)
Held-to-maturity:
GSE issuance REMICs and CMOs	$	72,340	$	(100	)	$	-	$	-		$	72,340	$	(100	)
Non-GSE issuance REMICs and CMOs		1,777		(3	)		-		-			1,777		(3	)
Obligations of GSEs		29,955		(44	)		-		-			29,955		(44	)
Total temporarily impaired securities held-to-maturity	$	104,072	$	(147	)	$	-	$	-		$	104,072	$	(147	)

	At December 31, 2011
	Less Than Twelve Months					Twelve Months or Longer					Total
				Gross					Gross					Gross
		Estimated		Unrealized			Estimated		Unrealized			Estimated		Unrealized
(In Thousands)		Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Available-for-sale:
GSE issuance REMICs and CMOs	$	360	$	(1	)	$	-	$	-		$	360	$	(1	)
Non-GSE issuance REMICs and CMOs		495		(21	)		15,261		(276	)		15,756		(297	)
GSE pass-through certificates		623		(2	)		-		-			623		(2	)
Freddie Mac and Fannie Mae stock		-		-			-		(15	)		-		(15	)
Total temporarily impaired securities available-for-sale	$	1,478	$	(24	)	$	15,261	$	(291	)	$	16,739	$	(315	)
Held-to-maturity:
GSE issuance REMICs and CMOs	$	53,347	$	(146	)	$	-	$	-		$	53,347	$	(146	)
Non-GSE issuance REMICs and CMOs		1,247		(1	)		-		-			1,247		(1	)
Total temporarily impaired securities held-to-maturity	$	54,594	$	(147	)	$	-	$	-		$	54,594	$	(147	)