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

At its meeting held on January 23, 2013, the Compensation Committee of the Board of Directors of Astoria Financial Corporation (the "Company") awarded 2,000 shares of restricted Company common stock (par value $0.01 per share) to Patricia M. Nazemetz, as a discretionary grant pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, which was previously approved by the Company's shareholders. The shares, which include both dividend and voting rights, will vest on January 25, 2016, or earlier upon Ms. Nazemetz' death, disability or Mandatory Retirement or Involuntary Termination, both as defined in the Plan, or in the case of a Change of Control, as also defined in the Plan.

At its meeting also held on January 23, 2013, the Board of Directors of the Company appointed Ms. Nazemetz to serve on its Compensation Committee and Enterprise Risk Management Committee effective immediately.