X0306 5 2014-12-31 false 0 0 0000910322 ASTORIA FINANCIAL CORP AF 0001622494 Donlon Hugh J ONE ASTORIA BANK PLAZA LAKE SUCCESS NY US 11042 false true false false Sr EVP and CLO Common Stock 85161 I RSA Represents award of restricted stock dated October 15, 2014 pursuant to the 2014 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2014 Plan). The shares of restricted stock will vest as follows: 28,387 shares on October 1, 2015, 28,387 shares on October 1, 2016, and 28,387 shares on October 1, 2017 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2014 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Bank (the Bank), upon his termination of employment by the Company or the Bank prior to the end of the term of such employment agreements without Cause, as defined therein. POWER OF ATTORNEY I hereby authorize and designate Monte N. Redman, Alan P. Eggleston, David J. DeBaun, Michele M. Weber, Theodore S. Ayvas, Frank E. Fusco, and Yvonne Schade, or any of them acting as agent and attorney-in-fact, with full power of the substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, and file the same with the Securities Exchange Commission, NYSE and each stock exchange on which Astoria Financial Corporation's common stock or other securities are listed, as required by law; (2) Prepare and sign on my behalf any Form 144 pursuant to the Securities Act of 1933, as amended, and file the same with the Securities Exchange Commission, NYSE and each stock exchange on which Astoria Financial Corporation's common stock or other securities are listed, as required by law; and (3) Do anything else necessary or proper in connection with the foregoing. This Power of Attorney shall remain in effect as long as I am an affiliate of Astoria Financial Corporation, and shall not be affected by my subsequent disability or incompetence. Date: October 14, 2014 Hugh J. Donlon Hugh J. Donlon by Yvonne Schade, attorney-in-fact 2015-01-15