Item 5.02(d). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 28, 2012, Denis J. Connors notified the Board of Directors of Astoria Financial Corporation (the "Company") and its wholly-owned subsidiary, Astoria Federal Savings and Loan Association (the "Association") that he was retiring as a member of the respective Boards, effective immediately. Mr. Connors' retirement was not the result of any disagreements with the Company or the Association known to any executive officer. The Board of Directors of both the Company and the Association expressed their gratitude and appreciation for Director Connors' 19 years and 22 years of respective service, including his service as chairman of the Compensation Committee, a member of the Audit Committee, the Nominating and Governance Committee and the Enterprise Risk Management Committee as well as a member of the Loan Committee of the Association.