STERLING BANCORP (Form: 8-K, Received: 10/02/2017 08:56:35)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2017

Sterling Bancorp

(Exact name of registrant as specified in its charter)

Delaware

001-35385

80-0091851

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

400 Rella Boulevard, Montebello, New York		10901
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (845) 369-8040

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.01

Completion of Acquisition or Disposition of Assets

On October 2, 2017, Sterling Bancorp (the “ Company ”) completed its previously announced merger (the “ Merger ”) with Astoria Financial Corporation (“ Astoria ”) pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of March 6, 2017 between Astoria and the Company. At the Effective Time of the Merger (the “ Effective Time ”), Astoria merged with and into the Company, with the Company as the surviving corporation in the Merger. Pursuant to the terms of the Merger Agreement, each holder of Astoria’s common stock, par value $0.01 per share (“ Astoria Common Stock ”), has the right to receive 0.875 of a share of common stock of the Company (the “ Merger Consideration ”), par value $0.01 per share (the “ Company Common Stock ”), for each share of Astoria Common Stock held immediately prior to the Effective Time, with cash to be paid in lieu of fractional shares. Each outstanding share of Company Common Stock remained outstanding and was unaffected by the Merger.

Also, at the Effective Time, each outstanding restricted share and restricted stock unit award granted by Astoria fully vested, with any performance-based vesting condition deemed fully satisfied to the extent provided in the applicable award agreement (or achieved at the target level, if more than one level of achievement was contemplated), and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Astoria Common Stock underlying such restricted share or restricted award unit. At the Effective Time, each share of Astoria’s 6.50% Non-Cumulative Perpetual Preferred Stock Series C, par value $1.00 per share, with a liquidation preference of $1,000 per share, issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive one (1) share of the Company’s preferred stock, designated as Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $1,000 per share (the “ Company Preferred Stock ”).

Immediately following the Merger, Astoria Bank, a federal savings association and a wholly-owned subsidiary of Astoria, merged with and into Sterling National Bank, a national bank and a wholly-owned subsidiary of the Company, with Sterling National Bank as the surviving entity.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 9, 2017, and incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Also on October 2, 2017 in connection with the Merger, the Company entered into a Second Supplemental Indenture (the “ Second Supplement ”) with Wilmington Trust, National Association, as trustee (the “ Trustee ”), pursuant to which the Company assumes the obligations of Astoria under its Indenture (the “ Indenture ”), and First Supplement to the Indenture (the “ First Supplement ”), each dated as of June 8, 2017, providing for the issuance of 3.500% senior notes due 2020 (the “ Notes ”). The Notes will mature on June 8, 2020 and are redeemable at the option of the Company, in whole or in part, on or after the 30 ^th day prior to the maturity date at 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption date. The Notes are unsecured obligations of the Company, ranking equally with other existing and future senior unsecured indebtedness of the Company and ranking senior in right of payment to any existing or future obligations of the Company that are by their terms expressly subordinated and junior in right of payment to the Notes. The Notes are obligations of the Company only and are not obligations of, and are not guaranteed by, any of the Company’s subsidiaries. There is no sinking fund for the Notes. The Notes are not be subject to repayment at the option of the holder at any time prior to maturity.

Each of the following constitutes an event of default under the Indenture with respect to the Notes: (1) default in the payment of any installment of interest on the Notes when due and payable, and such default continues for 30 days; (2) default in the payment of the principal of, or premium, if any, of the Notes when due and payable; (3) failure to perform any other covenant or agreement in the Indenture and such failure continues for 90 days after the Company receives notice of such failure; and (4) the occurrence of certain bankruptcy, insolvency, reorganization or similar events with respect to the Company or a material subsidiary. If an event of default occurs, the principal of the Notes may be accelerated by the Trustee or the holders of the Notes pursuant to the Indenture, and such acceleration will occur automatically, without any action by the Trustee or the holders, if the event of default relates to bankruptcy, reorganization or similar events with respect to the Company.

The Indenture also contains covenants that limit: (i) our ability to sell or otherwise dispose of equity securities of a material subsidiary; (ii) our material subsidiary’s ability to issue certain equity securities; (iii) our material subsidiary’s ability to merge or consolidate, or lease, sell, assign or transfer all or substantially all of its properties and assets; and (iv) our and our material subsidiary’s ability to incur debt secured by the equity securities of a material subsidiary. These covenants are subject to a number of important exceptions, qualifications and limitations set forth in the Indenture.

The foregoing description of the Indenture, the First Supplement and Second Supplement does not purport to be complete and is qualified in its entirety by reference to the full text of each such document. For a complete description of the Indenture, the First Supplement and the Second Supplement, please see Exhibits 4.1, 4.2 and 4.3, respectively, attached to this Current Report on Form 8-K, and incorporated herein by reference. The Form of Senior Notes due 2020 is attached as Exhibit 4.4 and incorporated herein by reference.

Item 3.03.

Material Modification to Rights of Security Holders

As a result of the Merger, the Company registered and issued 5,400,000 depositary shares, with each depositary share representing a 1/40 ^th interest in the Company Preferred Stock (the “ Depositary Shares ”). Holders of the Depositary Shares will be entitled to all proportional rights and preferences of the Company Preferred Stock (including dividend, voting, redemption and liquidation rights). Under the terms of the Company Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to or repurchase, redeem or otherwise acquire shares of its common stock or any preferred stock ranking on parity with or junior to the Company Preferred Stock will be subject to restrictions in the event that the Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the Company Preferred Stock for the immediately preceding dividend period. The terms of the Company Preferred Stock, including such restrictions, are more fully described in the Certificate of Designations (as defined below), a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the Merger and pursuant to the terms of the Merger Agreement, on September 26, 2017, the Company determined to increase the size of its Board of Directors (the “ Board ”) at the Effective Time from eleven (11) members to fifteen (15) members and appoint four (4) former Astoria directors to the Company’s Board. Upon the recommendation of Astoria, and after reviewing their relevant experiences and background and discussing the same, the Company’s Nominating and Corporate Governance Committee nominated, and the Board, after its own review and discussion approved, the appointment of Ralph Palleschi, Monte N. Redman, Robert Giambrone and Patricia M. Nazemetz to serve on the Board of the Company, effective as of the Effective Time. Each of the four (4) directors will serve until the Company’s 2018 Annual Meeting of Stockholders, subject to his or her prior death, resignation or removal from office as provided by law. Each of the four (4) appointed directors has also been assigned to serve on certain committees of the Board. In particular, Mr. Palleschi has been named as a member of the Board’s Compensation Committee as well as the Nominating and Corporate Governance Committee, Mr. Redman has been assigned to the Enterprise Risk Committee, Mr. Giambrone has been assigned to the Audit Committee and the Enterprise Risk Committee and Ms. Nazemetz has been assigned to the Compensation Committee. Each of Messrs. Palleschi, Redman and Giambrone and Ms. Nazemetz were also elected to the Board of Directors of Sterling National Bank.

In connection with their service, each of the four (4) new Company directors will receive compensation under the Company’s non-employee director compensation package, as described in the section titled “Director Compensation” in the Company’s Definitive Proxy Statement for its 2017 Annual Meeting of Stockholders, filed with the U.S. Securities and Exchange Commission on April 13, 2017. Astoria Bank, which was merged with and into Sterling National Bank as of the Effective Time, has made a residential mortgage loan to Mr. Redman under Astoria Bank’s Employee & Director Mortgage Loan Policy. Mr. Redman’s loan amount outstanding at September 29, 2017 was $264,205.85 and the interest rate payable on such loan is 3.50%.

The announcement of the appointment of the four (4) Astoria directors to the Company’s Board is included in the press release filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As a result of the Merger, on September 29, 2017, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of the 6.50% Non-Cumulative Perpetual Company Preferred Stock, Series A (the “ Certificate of Designations ”). The Certificate of Designations became effective upon filing and it amends the Company’s Amended and Restated Certificate of Incorporation.

Item 8.01

Other Events

On October 2, 2017, the Company issued a press release announcing the completion of the Merger and the appointment of four (4) former Astoria directors to the Company’s Board. A copy of the press release is incorporated herein by reference as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits

(a)

Financial Statements of Businesses Acquired .

Financial statements of the business acquired will be filed by amendment to this Current Report on Form 8-K (this “ Report ”) no later than 71 days following the date that this Report is required to be filed.

(b)

Pro Forma Financial Information .

Pro forma financial information will be filed by amendment to this Report no later than 71 days following the date that this Report is required to be filed.

(d)

Exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated March 6, 2017, between Sterling Bancorp and Astoria Financial Corporation (attached as Exhibit 2.1 to Sterling Bancorp’s Current Report on Form 8-K filed on March 9, 2017, and incorporated herein by reference).
3.1	Certificate of Designations of 6.50% Non-Cumulative, Perpetual Preferred Stock, Series A.
4.1	Indenture, dated as of June 8, 2017, between Astoria Financial Corporation and Wilmington Trust, National Association, as trustee.
4.2	First Supplemental Indenture, dated as of June 8, 2017, between Astoria Financial Corporation and Wilmington Trust, National Association, as trustee.
4.3	Second Supplemental Indenture, dated as of October 2, 2017, between Sterling Bancorp and Wilmington Trust, National Association, as trustee.
4.4	Form of 3.500% Senior Notes due 2020.
99.1	Press Release, dated October 2, 2017.

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 hereunto duly authorized.


	Sterling Bancorp

Date: October 2, 2017	By:	/s/ Luis Massiani
		Luis Massiani
		Senior Executive Vice President and Chief Financial Officer

Exhibit 3.1

CERTIFICATE OF DESIGNATIONS

6.50% NON-CUMULATIVE PERPETUAL

PREFERRED STOCK, SERIES A

STERLING BANCORP

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

STERLING BANCORP, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ Corporation ”), in accordance with the provisions of Sections 141 and 151 thereof, does hereby certify:

At a meeting of the board of directors (the “ Board ”) of the Corporation duly convened and held on April 5, 2017, the Board duly adopted resolutions (i) approving and adopting the conversion of the outstanding preferred stock of Astoria Financial Corporation (“ Astoria ”) into a number of shares of preferred stock of the Corporation (the “ Preferred Stock ”), and the issuance of the Corporation’s depository shares, each representing a 1/40th ownership interest in the Preferred Stock, as contemplated by the Agreement and Plan of Merger, dated as of March 6, 2017, by and between the Corporation and Astoria and (ii) appointing an authorized committee (the “ Authorized Committee ”) of the Board to fix the rights, preferences, privileges, and voting powers, and limitations and restrictions of the Corporation Preferred Stock, that, taken as a whole, are not materially less favorable than the rights, privileges and voting powers and limitations and restrictions of the preferred stock of Astoria, taken as a whole.

Thereafter, on September 26, 2017, the Authorized Committee duly adopted the following resolution creating a series of 135,000 shares of Preferred Stock of the Corporation designated as “6.50% Non-Cumulative Perpetual Preferred Stock, Series A”:

RESOLVED, that pursuant to the provisions of the Certificate of Incorporation and the Bylaws of the Corporation, each as amended, and applicable law, a series of Preferred Stock, par value $0.01 per share, of the Corporation be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:

Section 1. Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of Preferred Stock of the Corporation a series of Preferred Stock designated as the “6.50% Non-Cumulative Perpetual Preferred Stock, Series A” (“ Series A Preferred Stock ”) initially consisting of 135,000 shares. The number of shares constituting the Series A Preferred Stock may from time to time be increased (but not in excess of the total number of authorized shares of Preferred Stock) or decreased (but not below the number of shares of Series A Preferred Stock then outstanding) by the Board (or a duly authorized committee of the Board), without the vote or consent of the holders of Series A Preferred Stock in accordance with law; provided , that any such additional shares are not treated as “disqualified preferred stock” within the meaning of Section 1059(f)(2) of the Internal Revenue Code and such additional shares are otherwise treated as fungible with the Series A Preferred Stock for U.S. federal income tax purposes. Shares of Series A Preferred Stock shall be dated the date of issue. In the event that the Corporation issues additional Series A Preferred Stock after the original issue date, dividends on such additional shares may accrue from the original issue date or any other date the Corporation specifies at the time such additional shares are issued. Shares of outstanding Series A Preferred Stock that are redeemed, purchased or otherwise acquired by the Corporation shall, after such redemption, purchase or acquisition, be cancelled and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series until such shares are once more designated as part of a particular series by the Board.

Section 2. Definitions . As used herein with respect to the Series A Preferred Stock:

(a) “ Appropriate Federal Banking Agency ” means the “appropriate Federal banking agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. § 1813(q)), or any successor provision.

(b) “ Board ” means the Board of Directors of the Corporation.

(c) “ Business Day ” means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York, New York are generally authorized or obligated by law or executive order to close.

(d) “ Bylaws ” means the amended and restated bylaws of the Corporation, as such may be amended, modified or restated from time to time,

(e) “ Certificate of Designations ” means this certificate of designations relating to the Series A Preferred Stock, as it may be amended from time to time.

(f) “ Certificate of Incorporation ” means the amended and restated certificate of incorporation of the Corporation, as such may be amended, modified or restated from time to time

(g) “ Common Stock ” means the common stock, par value $0.01 per share, of the Corporation.

(h) “ Corporation ” means Sterling Bancorp.

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(i) “ Dividend Parity Stock ” means any other class or series of capital stock of the Corporation now or hereafter authorized, issued or outstanding that, by its terms, expressly provides that it ranks pari passu with the Series A Preferred Stock as to the payment of dividends (regardless of whether such capital stock bears dividends on a non-cumulative or cumulative basis).

(j) “ Dividend Payment Date ” means January 15, April 15, July 15 and October 15 of each year, commencing October 15, 2017; provided, however , that if any such date falls on a day other than a Business Day, then such date shall nevertheless be a Dividend Payment Date, but dividends on the Series A Preferred Stock, when, as and if declared, shall be paid on the next succeeding Business Day (without adjustment in the amount of the dividend per share of Series A Preferred Stock).

(k) “ Dividend Period ” means the period from and including a Dividend Payment Date to, but excluding, the next Dividend Payment Date, except that the initial Dividend Period shall commence on and include the Original Issue Date.

(l) “ Dividend Record Date ” has the meaning set forth in Section 3(a).

(m) “ DTC ” means The Depository Trust Company, together with its successors and assigns.

(n) “ FRB ” means the Board of Governors of the Federal Reserve System.

(o) “ Junior Stock ” means (1) the Common Stock and (2) any other class or series of capital stock of the Corporation now or hereafter authorized, issued or outstanding that, by its terms, does not expressly provide that it ranks pari passu with or senior to the Series A Preferred Stock as to (i) payment of dividends and (ii) distributions upon the liquidation, dissolution or winding-up of the Corporation.

(p) “ Liquidation Junior Stock ” means any other class or series of capital stock of the Corporation now or hereafter authorized, issued or outstanding that, by its terms, does not expressly provide that it ranks pari passu with or senior to the Series A Preferred Stock as to distributions upon the liquidation, dissolution or winding-up of the Corporation.

(q) “ Liquidation Parity Stock ” means any other class or series of capital stock of the Corporation now or hereafter authorized, issued or outstanding that, by its terms, expressly provides that it ranks pari passu with the Series A Preferred Stock as to the payment of distributions upon the liquidation, dissolution or winding-up of the Corporation.

(r) “ Liquidation Preference ” means, with respect to any class or series of capital stock of the Corporation, the amount otherwise payable upon such class or series of capital stock in connection with any distribution upon the liquidation, dissolution or winding-up of the Corporation (assuming no limitation on the assets of the Corporation available for such distribution), including an amount equal to any declared but unpaid dividends (and in the case of any holder of capital stock on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued, cumulative dividends, whether or not declared, as applicable).

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(s) “ Nonpayment Event ” has the meaning set forth in Section 6(c)(1).

(t) “ Original Issue Date ” means the first date on which any share of Series A Preferred Stock is issued and outstanding.

(u) “ Preferred Stock ” means any and all series of preferred stock, par value $0.01 per share, of the Corporation, including the Series A Preferred Stock.

(v) “ Preferred Stock Directors ” has the meaning set forth in Section 6(c)(1).

(w) “ Redemption Date ” has the meaning set forth in Section 5(b).

(x) “ Redemption Depository ” has the meaning set forth in Section 5(e).

(y) “ Redemption Price ” means an amount equal to the Series A Liquidation Amount plus (except as provided herein) the per share amount of any declared and unpaid dividends (without accumulation of any undeclared dividends) on the Series A Preferred Stock prior to the Redemption Date (but with no amount in respect of any dividends that have not been declared prior to the Redemption Date).

(z) “ Regulatory Capital Treatment Event ” means the good faith determination by the Corporation that, as a result of:

(1) any amendment to, or change (including any announced prospective change) in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective (or will become effective) after the initial issuance of any share of the Series A Preferred Stock;

(2) any proposed change in those laws or regulations that is announced or becomes effective (or will become effective) after the initial issuance of any share of the Series A Preferred Stock; or

(3) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of the Series A Preferred Stock; there is more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation value of the shares of the Series A Preferred Stock then outstanding as “ Tier 1 Capital ” (or its equivalent) for purposes of the capital adequacy guidelines or regulations promulgated by the FRB (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency), as then in effect and applicable, for as long as any share of the Series A Preferred Stock is outstanding.

(aa) “ Series A Liquidation Amount ” means $1,000 per share of Series A Preferred Stock.

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(bb) “ Series A Preferred Stock ” has the meaning set forth in Section 1.

(cc) “ Voting Parity Stock ” means any and all series of Dividend Parity Stock having voting rights to elect directors upon a Nonpayment Event.

(dd) “ Voting Preferred Stock ” means, with regard to any matter as to which the holders of Series A Preferred Stock are entitled to vote as specified in Section 6 of this Certificate of Designations, any and all series of Dividend Parity Stock having voting rights equivalent to those described in Section 6(c).

Section 3. Dividends .

(a) Rate and Payment . Holders of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board (or a duly authorized committee of the Board), out of assets legally available under the Delaware General Corporation Law, non-cumulative cash dividends at a rate equal to 6.50% of the Series A Liquidation Amount per annum, payable in arrears, on each Dividend Payment Date with respect to the Dividend Period (or portion thereof) ending on the day preceding such respective Dividend Payment Date. Dividends that are payable on the Series A Preferred Stock on any Dividend Payment Date shall be payable to holders of record of Series A Preferred Stock as they appear on the Corporation’s stock register on the applicable record date, which shall be the 15th calendar day before the applicable Dividend Payment Date, or such other record date, no more than 60 calendar days nor less than 10 calendar days before the applicable Dividend Payment Date, as shall be fixed by the Board (or a duly authorized committee of the Board) (the “ Dividend Record Date ”). A Dividend Record Date established for the Series A Preferred Stock need not be a Business Day. Dividends payable on Series A Preferred Stock shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Dollar amounts resulting from that calculation shall be rounded to the nearest cent, with one-half cent being rounded upward. Dividends on the Series A Preferred Stock shall cease to accrue on the Redemption Date, if any, as described in Section 5, unless the Corporation defaults in the payment of the Redemption Price of the shares of the Series A Preferred Stock called for redemption. The Corporation shall not pay interest or any sum of money instead of interest on any dividend payment that may be in arrears on the Series A Preferred Stock.

(b) Dividends Non-Cumulative . Dividends on the Series A Preferred Stock will not be cumulative and will not be mandatory. If the Board (or a duly authorized committee of the Board) does not declare a dividend on the Series A Preferred Stock in respect of a Dividend Period, then no dividend shall be deemed to have accrued for such Dividend Period, no dividend shall be payable on the applicable Dividend Payment Date, and the Corporation shall have no obligation to pay any dividend for such Dividend Period, whether or not the Board (or a duly authorized committee of the Board) declares a dividend for any future Dividend Period with respect to the Series A Preferred Stock or at any future time with respect to any other class or series of the Corporation’s capital stock.

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(c) Priority Regarding Dividends . So long as any share of Series A Preferred Stock remains outstanding, unless (A) the full dividends for the most recently completed Dividend Period have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside) on all outstanding shares of Series A Preferred Stock and (B) the Corporation is not in default on its obligation to redeem any shares of Series A Preferred Stock that have been called for redemption:

(1) no dividend shall be declared, paid or set aside for payment, and no distribution shall be declared, made or set aside for payment on any Junior Stock, other than (i) a dividend payable solely in Junior Stock or (ii) any dividend in connection with the implementation of a stockholders’ rights plan, or the redemption or repurchase of any rights under any such plan;

(2) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly, other than (i) as a result of a reclassification of Junior Stock for or into other Junior Stock, (ii) the exchange or conversion of Junior Stock for or into other Junior Stock, (iii) through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock, (iv) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (v) purchases of shares of Junior Stock pursuant to a contractually binding requirement to buy Junior Stock existing prior to the date of issuance of the Series A Preferred Stock, including under a contractually binding stock repurchase plan (including a so-called Rule 10b5-1(c) purchase plan), or (vi) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged, nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation; and

(3) no shares of Dividend Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly, other than (i) pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series A Preferred Stock and such Dividend Parity Stock, (ii) as a result of a reclassification of Dividend Parity Stock for or into other Dividend Parity Stock, (iii) the exchange or conversion of Dividend Parity Stock for or into other Dividend Parity Stock or Junior Stock, (iv) through the use of the proceeds of a substantially contemporaneous sale of other shares of Dividend Parity Stock, (v) purchases of shares of Dividend Parity Stock pursuant to a contractually binding requirement to buy Dividend Parity Stock existing prior to the date of issuance of the Series A Preferred Stock, including under a contractually binding stock repurchase plan (including a so-called Rule 10b5-1(c) purchase plan), or (vi) the purchase of fractional interests in shares of Dividend Parity Stock pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged, nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation.

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When dividends are not paid in full upon the shares of Series A Preferred Stock and any Dividend Parity Stock, all dividends paid or declared for payment on a dividend payment date with respect to the Series A Preferred Stock and the Dividend Parity Stock shall be shared based on the ratio between the then-current dividends due on shares of Series A Preferred Stock and (i) in the case of any series of non-cumulative Dividend Parity Stock, the aggregate of the current and unpaid dividends due on such series of preferred stock and (ii) in the case of any series of cumulative Dividend Parity Stock, the aggregate of the current and accumulated and unpaid dividends due on such series of preferred stock.

(d) Dividends Generally . Subject to Section 3(c), and not otherwise, dividends (payable in cash, securities or otherwise) as may be determined by the Board (or a duly authorized committee of the Board) may be declared and paid on any class or series of Junior Stock or Dividend Parity Stock from time to time out of any assets legally available therefor, and the holders of Series A Preferred Stock shall not be entitled to participate in any such dividend. Holders of Series A Preferred Stock shall not be entitled to receive any dividends not declared by the Board (or a duly authorized committee of the Board) and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared.

(e) Limitations Under Applicable Law . Dividends on the Series A Preferred Stock shall not be declared, paid or set aside for payment, if the Corporation fails to comply, or if and to the extent such act would cause the Corporation to fail to comply, with applicable laws and regulations, including any capital adequacy guidelines or regulations of the FRB (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency).

Section 4. Liquidation .

(a) Voluntary or Involuntary Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, holders of Series A Preferred Stock shall be entitled to receive out of assets of the Corporation or proceeds thereof available for distribution to stockholders of the Corporation, after satisfaction of liabilities and obligations to creditors and subject to the rights of holders of any securities ranking senior to Series A Preferred Stock with respect to distributions upon the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, before any distribution of assets is made to holders of common stock or any Liquidation Junior Stock, a liquidating distribution in an amount equal to (1) the Series A Liquidation Amount plus (2) the per share amount of any declared and unpaid dividends on the Series A Preferred Stock prior to the date of payment of such liquidating distribution (but without any amount in respect of dividends that have not been declared prior to such payment date). After payment of the full amount of such liquidating distribution, the holders of Series A Preferred Stock shall not be entitled to any further participation in any distribution of assets of the Corporation.

(b) Partial Payment . In any distribution described in Section 4(a), if the assets of the Corporation or proceeds thereof are not sufficient to pay in full the Liquidation Preference to all holders of Series A Preferred Stock and all holders of Liquidation Parity Stock, the amounts paid to the holders of Series A Preferred Stock and to the holders of all Liquidation Parity Stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the Series A Preferred Stock and all other series of Liquidation Parity Stock.

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(c) Residual Distributions . If the Liquidation Preference has been paid in full to all holders of Series A Preferred Stock and all corresponding amounts have been paid in full on all Liquidation Parity Stock, if any, the holders of any Liquidation Junior Stock shall be entitled to receive all remaining assets of the Corporation or proceeds thereof according to their respective rights and preferences.

(d) Merger; Consolidation . For purposes of this Section 4, the merger or consolidation of the Corporation with any other entity, including a merger or consolidation in which the holders of Series A Preferred Stock receive cash, securities or property for their shares, or the sale, lease or exchange of all or substantially all of the assets of the Corporation (for cash, securities or other property), shall not constitute a liquidation, dissolution or winding-up of the Corporation.

Section 5. Redemption .

(a) No Mandatory Redemption; No Sinking Fund . The Series A Preferred Stock is perpetual and has no maturity date. The Series A Preferred Stock is not subject to any mandatory redemption, sinking fund or other similar provisions. The holders of the Series A Preferred Stock shall not have the right to require the redemption or repurchase of the Series A Preferred Stock.

(b) Optional Redemption . The Corporation may, at its option, subject to Section 5(f), through a resolution duly adopted by the Board (or a duly authorized committee of the Board), redeem the Series A Preferred Stock at a price per share equal to the Redemption Price (1) in whole or in part, from time to time, on October 15, 2022, or any Dividend Payment Date occurring thereafter or (2) in whole, but not in part, at any time following the occurrence of a Regulatory Capital Treatment Event. Holders of Series A Preferred Stock shall have no right to require the redemption or repurchase of the Series A Preferred Stock. The Redemption Price shall be payable to the holder of any shares of Series A Preferred Stock redeemed on the date fixed for such redemption (the “ Redemption Date ”) against the surrender of the certificate(s) evidencing such shares to the Corporation or its agent, if the shares of Series A Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a Redemption Date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder of Series A Preferred Stock entitled to receive the Redemption Price on the Redemption Date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3.

(c) Notice of Redemption . If any shares of Series A Preferred Stock are to be redeemed, a notice of redemption shall be given by first class mail to the holders of record of Series A Preferred Stock to be redeemed at their respective last addresses appearing on the books of the Corporation (provided, that if Series A Preferred Stock is held in book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC). Such notice shall be mailed at least 30 days and no more than 60 days before the applicable Redemption Date for such shares. Each such notice of redemption shall include a statement setting forth: (1) the Redemption Date for such shares of Series A Preferred Stock; (2) the number of shares of Series A Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the Redemption Price; and (4) the place or places where the certificates evidencing shares of Series A Preferred Stock are to be surrendered for payment of the Redemption Price. Any notice of redemption mailed or otherwise delivered as provided in this Section 5(c) shall be conclusively presumed to have been duly given, whether or not any holder of Series A Preferred Stock receives such notice. Failure to duly give notice by mail or otherwise pursuant to this Section 5(c), or any defect in such notice, to any holder of shares of Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock.

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(d) Partial Redemption . In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series A Preferred Stock to be redeemed shall be selected either pro rata, by lot or in such other manner as the Corporation, through a resolution duly adopted by the Board (or a duly authorized committee of the Board), may determine to be fair and equitable.

(e) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the Redemption Date specified in such notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other assets, in trust for the pro rata benefit of the holders of the shares of Series A Preferred Stock called for redemption, so as to be and continue to be available therefor, or deposited by the Corporation with a bank or trust company doing business in the Borough of Manhattan, City of New York, and having a capital surplus of at least $500 million and selected by the Board (or any duly authorized committee of the Board) (the “ Redemption Depository ”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the Redemption Date all shares of Series A Preferred Stock called for redemption shall cease to be outstanding, all dividends with respect to such shares of Series A Preferred Stock shall cease to accrue on and after such Redemption Date, and all rights with respect to such shares shall forthwith on such Redemption Date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from the Redemption Depository at any time after the applicable Redemption Date from the funds so deposited, without interest. The Corporation shall be entitled to receive, from time to time, from the Redemption Depository any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the applicable Redemption Date shall, to the extent permitted by law, be released or repaid to the Corporation, and in the event of such repayment to the Corporation, the holders of record of the shares of Series A Preferred Stock called for redemption shall be deemed to be unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated herein for the redemption of such shares and so repaid to the Corporation, but shall in no event be entitled to any interest.

(f) Limitations Under Applicable Law . If then required under the capital adequacy guidelines or regulations of the FRB (or, if and as applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency), any redemption of all or part of the Series A Preferred Stock is subject to the receipt by the Corporation of any required prior approval by the FRB (or such successor Appropriate Federal Banking Agency) and to the satisfaction of any condition set forth in the capital guidelines or regulations of the FRB (or such successor Appropriate Federal Banking Agency) applicable to such redemption.

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Section 6. Voting Rights .

(a) General . Except as provided herein or as expressly required by law, the holders of shares of Series A Preferred Stock shall have no voting power, and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of shares of capital stock of the Corporation, and shall not be entitled to call a meeting of the holders of any one or more series or classes of capital stock of the Corporation for any purpose, nor shall they be entitled to participate in any meeting of the holders of the Common Stock. Each holder of Series A Preferred Stock shall have one vote per share (except as set forth otherwise in this Section 6) on any matter on which holders of Series A Preferred Stock are entitled to vote, including when acting by written consent.

(b) Supermajority Voting Rights . So long as any shares of Series A Preferred Stock remain outstanding, in addition to any other vote or consent of stockholders required by law or the Certificate of Incorporation, the affirmative vote or consent of the holders of at least two-thirds of all of the shares of Series A Preferred Stock at the time outstanding and entitled to vote thereon, voting separately as a single class, shall be required to:

(1) authorize or increase the authorized amount of, or issue shares of, any class or series of capital stock of the Corporation ranking senior to the Series A Preferred Stock with respect to payment of dividends or as to distributions upon the liquidation, dissolution or winding-up of the Corporation, or issue any obligation or security convertible into or evidencing the right to purchase, any such class or series of capital stock of the Corporation;

(2) amend the provisions of the Certificate of Incorporation, including the Certificate of Designations creating the Series A Preferred Stock or any other series of preferred stock, or the Bylaws so as to materially and adversely affect the special powers, preferences, privileges or rights of Series A Preferred Stock, taken as a whole; or

(3) for the period following the date of issuance of the Series A Preferred Stock until but excluding October 15, 2022, consummate a binding share exchange or reclassification involving the Series A Preferred Stock, or of a merger or consolidation of the Corporation with or into another corporation or other entity, unless in each case (x) the shares of Series A Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Series A Preferred Stock immediately prior to such consummation, taken as a whole;

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provided, however , that, for all purposes of this Section 6(b), the authorization, creation and issuance of, or an increase in the authorized or issued amount of, Junior Stock or any series of Preferred Stock that ranks pari passu with the Series A Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and as to distributions upon the liquidation, dissolution or winding-up of the Corporation, or any securities convertible into or exchangeable or exercisable for Junior Stock or any series of Preferred Stock that ranks pari passu with the Series A Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and as to distributions upon the liquidation, dissolution or winding-up of the Corporation, shall not be deemed to adversely affect the powers, preferences, privileges or rights of, and shall not require the affirmative vote or consent of, the holders of any outstanding shares of Series A Preferred Stock.

(1) If and when dividends on the Series A Preferred Stock have not been declared and paid in an aggregate amount in full for at least six quarterly Dividend Periods (whether or not consecutive) (a “ Nonpayment Event ”), the authorized number of directors then constituting the Board shall automatically be increased by two and the holders of Series A Preferred Stock, together with the holders of any outstanding shares of Voting Preferred Stock, voting together as a single class, shall be entitled to elect the two additional directors (the “ Preferred Stock Directors ”) at any annual or special meeting of stockholders at which directors are to be elected or any special meeting of the holders of the Series A Preferred Stock and any Voting Parity Stock for which dividends have not been paid; provided, that it shall be a qualification for election for any such Preferred Stock Director that the election of such director shall not cause the Corporation to violate the corporate governance requirements of the New York Stock Exchange (or any other securities exchange or other trading facility on which securities of the Corporation may then be listed or traded) that listed or traded companies must have a majority of independent directors; and provided, further , that the Board of Directors shall at no time include more than two such Preferred Stock Directors, including all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to their voting rights.

(2) In the event that the holders of Series A Preferred Stock and, if applicable, such other holders of Voting Preferred Stock shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of the holders of record of at least 20% of the aggregate number of shares of Series A Preferred Stock and each other series of Voting Preferred Stock which then have the right to exercise voting rights similar to those described herein then outstanding (unless such request for a special meeting is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders of the Corporation, in which event such election shall be held only at such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the Corporation. Such request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series A Preferred Stock or Voting Preferred Stock, and delivered to the Secretary of the Corporation in such manner as provided for in Section 10, or as may otherwise be required by applicable law. If the Secretary of the Corporation fails to call a special meeting for the election of the Preferred Stock Directors within 20 days of receiving proper notice, any holder of Series A Preferred Stock may call such a meeting at the Corporation’s expense, upon notice as provided for herein, solely for the election of the Preferred Stock Directors, and for this purpose only such Series A Preferred Stock holder shall have access to the Corporation’s stock ledger. The Preferred Stock Directors elected at any such special meeting shall hold office until the next annual meeting of the stockholders if such office shall not have previously terminated as herein provided.

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(3) When dividends have been paid in full on the Series A Preferred Stock for four consecutive Dividend Periods after a Nonpayment Event, then the right of the holders of Series A Preferred Stock to elect the Preferred Stock Directors shall cease (but subject always to the same provisions for the vesting of such voting rights in the case of any future Nonpayment Event), and, if and when any rights of holders of Series A Preferred Stock and Voting Preferred Stock to elect the Preferred Stock Directors shall have ceased, the terms of office of all the Preferred Stock Directors shall forthwith terminate and the number of directors constituting the Board shall automatically be reduced accordingly.

(4) Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of Series A Preferred Stock and Voting Preferred Stock (voting together as a single class), when they have the voting rights described herein. In case any vacancy shall occur among the Preferred Stock Directors, a successor shall be elected by the Board to serve until the next annual meeting of the stockholders upon the nomination of the then remaining Preferred Stock Director or, if no Preferred Stock Director remains in office, by the vote of the holders of record of a majority of the outstanding shares of Series A Preferred Stock and such Voting Preferred Stock for which dividends have not been paid, voting as a single class. The Preferred Stock Directors shall each be entitled to one vote per director on any matter that shall come before the Board for a vote.

(d) Changes after Provision for Redemption . The voting rights provided in this Section 6 shall not apply if, at or prior to the time when the act with respect to which such vote or consent would otherwise be required shall be effected, all outstanding shares of Series A Preferred Stock have been redeemed or called for redemption upon proper notice and sufficient funds for the redemption have been set aside in accordance with Section 5.

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(e) Changes for Clarification . Without the consent of the holders of Series A Preferred Stock, so long as such action does not adversely affect the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series A Preferred Stock, the Corporation may amend, alter, supplement or repeal any terms of the Series A Preferred Stock:

(1) to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of Designations that may be defective or inconsistent; or

(2) to make any provision with respect to matters or questions arising with respect to the Series A Preferred Stock that is not inconsistent with the provisions of this Certificate of Designations.

(f) Procedures for Voting and Consents . The rules and procedures for calling and conducting any meeting of the holders of Series A Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation, the Bylaws, applicable law and any national securities exchange or other trading facility on which the Series A Preferred Stock is listed or traded at the time. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series A Preferred Stock and any Voting Preferred Stock has been cast or given on any matter on which the holders of shares of Series A Preferred Stock are entitled to vote shall be determined by the Corporation by reference to the respective specified liquidation amounts of the shares of Series A Preferred Stock and Voting Preferred Stock voted or covered by the consent.

Section 7. Conversion Rights . The holders of shares of Series A Preferred Stock shall not have any rights to convert such shares into shares of any other class or series of securities of the Corporation.

Section 8. Preemptive Rights . The holders of shares of Series A Preferred Stock shall have no preemptive rights with respect to any shares of the Corporation’s capital stock or any of its other securities convertible into or carrying rights or options to purchase any such capital stock.

Section 9. Record Holders . To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the Series A Preferred Stock may deem and treat the record holder of any share of Series A Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

Section 10. Notices . All notices or communications in respect of the Series A Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail or if giving in such other manner as may be permitted herein, in the Certificate of Incorporation or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Series A Preferred Stock or depositary shares representing an interest in shares of Series A Preferred Stock are issued in book-entry form through DTC, such notices may be given to the holders of the Series A Preferred Stock in any manner permitted by DTC.

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Section 11. Stock Certificates . The Corporation may at its option issue shares of Series A Preferred Stock without certificates.

Section 12. Other Rights . The Series A Preferred Stock shall not have any powers, preferences, privileges or rights other than as set forth herein or in the Certificate of Incorporation or as provided by applicable law.

[ Remainder of page intentionally left blank ]

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be signed by the undersigned as of this 29 ^th day of September, 2017.

	STERLING BANCORP



	By:	/s/ James P. Blose
	Name:	James P. Blose
	Title:	Executive Vice President and General Counsel

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Exhibit 4.1

ASTORIA FINANCIAL CORPORATION,

as Issuer

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

INDENTURE

Dated as of June 8, 2017

SENIOR DEBT SECURITIES

Table of Contents

		Page

	ARTICLE I

	DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1	Definitions.	1
Section 1.2	Incorporation by Reference of Trust Indenture Act	6
Section 1.3	Rules of Construction	7

	ARTICLE II

	THE SECURITIES

Section 2.1	Forms of Securities Generally	7
Section 2.2	Form of Legend for Global Securities	7
Section 2.3	Form of Trustee’s Certificate of Authentication	8
Section 2.4	Amount Unlimited; Issuable in Series	8
Section 2.5	Denominations	11
Section 2.6	Execution, Authentication, Delivery and Dating	11
Section 2.7	Registrar and Paying Agent	12
Section 2.8	Paying Agent to Hold Money and Securities in Trust	13
Section 2.9	Holder Lists	13
Section 2.10	Registration, Registration of Transfer and Exchange	13
Section 2.11	Mutilated, Destroyed, Lost and Stolen Securities	16
Section 2.12	Acts of Holders; Record Dates.	16
Section 2.13	Temporary Securities	17
Section 2.14	Cancellation	18
Section 2.15	Persons Deemed Owners	18
Section 2.16	Computation of Interest	18
Section 2.17	CUSIP Numbers	18
Section 2.18	Ranking	19
Section 2.19	Payment of Interest; Defaulted Interest	19

	ARTICLE III

	OPTIONAL REDEMPTION

Section 3.1	Applicability of Article	20
Section 3.2	Election to Redeem; Notices to Trustee	20
Section 3.3	Selection by Trustee of Securities to Be Redeemed	20
Section 3.4	Notice of Redemption	21
Section 3.5	Effect of Notice of Redemption	21
Section 3.6	Deposit of Redemption Price	22
Section 3.7	Securities Redeemed in Part	22
Section 3.8	No Mandatory Redemption	22

	ARTICLE IV

	COVENANTS

Section 4.1	Payment of Principal, Premium and Interest	22
Section 4.2	Money for Securities Payments to Be Held in Trust	22
Section 4.3	Maintenance of Office or Agency	23
Section 4.4	Reports	24
Section 4.5	Compliance Certificate	24
Section 4.6	Existence	24
Section 4.7	Payment of Taxes and Other Claims	25
Section 4.8	Waiver of Certain Covenants	25
Section 4.9	Calculation of Original Issue Discount	25
Section 4.10	Tax Payment and Tax Withholding Obligations	25

	ARTICLE V

	SUCCESSORS

Section 5.1	When the Company May Merge, Consolidate or Transfer Assets	26
Section 5.2	Successor Corporation Substituted	26
Section 5.3	Officers’ Certificate and Opinion of Counsel to Be Given to Trustee	26

	ARTICLE VI

	REMEDIES

Section 6.1	Events of Default	27
Section 6.2	Acceleration	28
Section 6.3	Trustee May Enforce Claims without Possession of Securities: Delay or Omission Not Waiver	29
Section 6.4	Waiver of Past Defaults	29
Section 6.5	Control by Majority	29
Section 6.6	Limitation on Suits	29
Section 6.7	Unconditional Right of Holders to Receive Payment	30
Section 6.8	Collection of Indebtedness and Suits for Enforcement by Trustee	30
Section 6.9	Trustee May File Proofs of Claim	31
Section 6.10	Priorities	31
Section 6.11	Undertaking for Costs	32
Section 6.12	Restoration of Rights and Remedies	32
Section 6.13	Rights and Remedies Cumulative	32

	ARTICLE VII

	TRUSTEE

Section 7.1	Duties of Trustee.	32
Section 7.2	Rights of Trustee	34
Section 7.3	Individual Rights of Trustee	35
Section 7.4	Notice of Defaults	35
Section 7.5	Reports by Trustee to Holders	35
Section 7.6	Compensation and Indemnity	36
Section 7.7	Replacement of Trustee	36
Section 7.8	Successor Trustee by Merger, Etc.	37
Section 7.9	Eligibility; Disqualification	37
Section 7.10	Preferential Collection of Claims Against Company	38
Section 7.11	Appointment of Authenticating Agent	38
Section 7.12	Other Capacities	39

	ARTICLE VIII

	SATISFACTION AND DISCHARGE OF INDENTURE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1	Satisfaction and Discharge	39
Section 8.2	Option to Effect Legal Defeasance or Covenant Defeasance	41
Section 8.3	Legal Defeasance and Discharge	41
Section 8.4	Covenant Defeasance	41
Section 8.5	Conditions to Legal or Covenant Defeasance	42
Section 8.6	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	43
Section 8.7	Repayment to Company	43
Section 8.8	Reinstatement	44

	ARTICLE IX

	SUPPLEMENTAL INDENTURES/AMENDMENTS

Section 9.1	Without Consent of Holders	44
Section 9.2	With Consent of Holders	45
Section 9.3	Compliance with Trust Indenture Act	46
Section 9.4	Notation on or Exchange of Securities	46
Section 9.5	Trustee to Sign Supplemental Indentures	47
Section 9.6	Effect of Supplemental Indentures	47

iii

	ARTICLE X

	MISCELLANEOUS

Section 10.1	Trust Indenture Act Controls	47
Section 10.2	Notices, Etc. to Trustee and Company	47
Section 10.3	Notice to Holders; Waiver	48
Section 10.4	Communication by Holders with Other Holders	48
Section 10.5	Certificate and Opinion as to Conditions Precedent	49
Section 10.6	Statements Required in Certificate or Opinion	49
Section 10.7	Form of Documents Delivered to Trustee	49
Section 10.8	Rules by Trustee and Agents	50
Section 10.9	Limitation on Individual Liability	50
Section 10.10	Governing Law	50
Section 10.11	Waiver of Jury Trial	50
Section 10.12	Benefits of Indenture	50
Section 10.13	Severability	51
Section 10.14	Table of Contents, Headings, Etc.	51
Section 10.15	Execution	51

Cross Reference Table

Showing Reflection of Certain Provisions Required Pursuant to Section 310 through 318(a) of Trust Indenture Act of 1939, as Amended.

TIA		Section

SECTION 310
	(a)(1)	7.9
	(a)(2)	7.9
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	7.9
	(b)	7.7, 7.9

SECTION 311
	(a)	7.10
	(b)	7.10

SECTION 312
	(a)	2.9
	(b)	10.4
	(c)	10.4

SECTION 313
	(a)	7.5
	(b)(1)	Not Applicable
	(b)(2)	7.5, 7.6
	(c)	7.4, 7.5
	(d)	7.5

SECTION 314
	(a)(1), (2) and (3)	4.4
	(a)(4)	4.4, 10.6
	(b)	Not Applicable
	(c)(1)	1.1, 3.2, 10.5(a)

¹ This Table is not, and shall not, for any purpose, be deemed, to be a part of the Indenture.

	(c)(2)	1.1, 10.5(b)
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	10.6
	(f)	Not Applicable

SECTION 315
	(a)	7.1, 7.2(a), (b)
	(b)	7.1, 7.4
	(c)	7.1(a)
	(d)	7.1, 7.6
	(d)(1)	7.1, 7.6
	(d)(2)	7.1, 7.6
	(d)(3)	7.1, 7.6
	(e)	6.11, 7.1

SECTION 316
	(a)(1)(A)	6.4, 6.5
	(a)(1)(B)	6.4, 6.5
	(a)(2)	Not Applicable
	(a) last sentence	Not Applicable
	(b)	6.7
	(c)	2.12(c)

SECTION 317
	(a)(1)	6.8
	(a)(2)	6.9
	(b)	2.8

SECTION 318
	(a)	10.1

INDENTURE, dated as of June 8, 2017, between Astoria Financial Corporation, a Delaware corporation (the “ Company ”), and Wilmington Trust, National Association, as trustee (the “ Trustee ”).

RECITALS OF THE COMPANY

The Company deems it necessary to issue from time to time for its lawful purposes senior debt securities (the “ Securities ”) evidencing its unsecured senior indebtedness, and has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Securities, unlimited as to aggregate Principal Amount, to bear interest at the rates or formulas, to mature at such times and to have such other provisions as shall be fixed therefor as hereinafter provided.

All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

This Indenture is subject to the provisions of the TIA (as defined below) that are required to be a part of this Indenture and, to the extent applicable, shall be governed by such provisions.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the registered holders thereof (the “ Holders ”), the Company and the Trustee agree as follows for the equal and proportionate benefit of the Holders:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Definitions .

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; and the terms “controlling” and “controlled” have the meanings correlative to the foregoing.

“ Agent ” means each of the Registrar, any Paying Agent, any Authenticating Agent and any securities custodian.

“ Agent Members ” has the meaning assigned to it in Section 2.2.

“ Applicable Procedures ” means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of the Depositary for such Global Security, in each case to the extent applicable to such transaction and as in effect from time to time.

“ Authenticating Agent ” has the meaning assigned to it in Section 7.11.

“ Authentication Order ” means a written order of the Company, signed by two Officers of the Company, directing the Trustee to authenticate the Securities that may be validly issued under the Indenture.

“ Bankruptcy Law ” means Title 11 of the United States Code (11 U.S.C.§§101 et. seq.) or any similar federal or state law for the relief of debtors.

“ Board of Directors ” means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board of Directors.

“ Board Resolution ” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“ Business Day ” means, unless otherwise specified, any day that is not a Saturday, a Sunday or a day on which banking institutions in the City of New York or place for payment are authorized by law, regulation or executive order to remain closed. If a payment date is not a Business Day, payment may be made on the next succeeding day that is a Business Day and no interest shall accrue on such payment for the intervening period.

“ Capital Stock ” means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing Person.

“ Company ” has the meaning assigned to it in the preamble to this Indenture until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation.

“ Company Order ” means a written request or order in the name of the Company signed by two Officers of the Company, delivered to the Trustee.

“ Corporate Trust Office of the Trustee ” means the corporate trust office of the Trustee located at 50 South Sixth Street, Suite 1290, Minneapolis, Minnesota 55402, Attn: Astoria Financial Corporation Administrator, or such other address as the Trustee may designate from time to time by notice to the Company.

“ Covenant Defeasance ” has the meaning assigned to it in Section 8.4.

“ Default ” means any event that is, or with the passage of time or the giving of notice (or both) would be, an Event of Default.

“ Defaulted Interest ” has the meaning assigned to it in Section 2.19.

“ Definitive Security ” means a certificated Security registered in the name of the Holder thereof, other than the Depositary or its nominee, and which shall not bear the Global Securities Legend.

“ Depositary ” means DTC and any successor thereto or nominee thereof, or with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as Depositary for such Series by the Company pursuant to this Indenture or a Supplemental Indenture, which Person shall be a clearing agency registered under the Exchange Act.

“ DTC ” means The Depository Trust Company.

“ Event of Default ” has the meaning assigned to it in Section 6.1.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the statements and pronouncements of the Financial Accounting Standards Board and such other statements by such other entities (including the SEC) as have been accepted by a significant segment of the accounting profession, which are applicable at the date of this Indenture.

“ Global Security ” means, when used with respect to any Series of Securities issued hereunder, a Security which is executed by the Company and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with this Indenture and a Supplemental Indenture, which shall be registered in the name of the Depositary or its nominee and which shall represent, and shall be denominated in an amount equal to the aggregate Principal Amount of, all the Outstanding Securities of such Series or any portion thereof, in either case having the same terms, including, without limitation, the same original issue date, date or dates on which principal is due, and interest rate or method of determining interest and which shall bear the Global Securities Legend.

“ Global Securities Legend ” means the legend set forth in Section 2.2 of this Indenture, which is required to be placed on all Global Securities issued under this Indenture or a Supplemental Indenture.

“ Government Securities ” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

“ Holder ” has the meaning assigned to it in the recitals to this Indenture.

“ Indenture ” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more Supplemental Indentures entered into pursuant to the applicable provisions of this Indenture, including, for all purposes of this Indenture and any such Supplemental Indenture, the provisions of the TIA that are deemed to be a part of and govern this Indenture and any such Supplemental Indenture, respectively. The term “Indenture” shall also include the terms of particular Series of Securities established as contemplated herein.

“ Interest Payment Date ” means, with respect to any Security, the Stated Maturity of an installment of interest on such Security.

“ Legal Defeasance ” has the meaning assigned to it in Section 8.3.

“ Lien ” has the meaning assigned to it in Section 7.6.

“ Material Subsidiary ” means Astoria Bank and any successor thereof, or any of the Company’s subsidiaries that is an insured depository institution and that has consolidated assets equal to 30% or more of the Company’s consolidated assets.

“ Officer ” means, with respect to any Person, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of such Person.

“ Officers’ Certificate ” means a certificate that meets the requirements of Section 10.5 hereof signed by two Officers of the Company, one of which must be the Chief Executive Officer, the President, the Chief Operating Officer or the Chief Financial Officer.

“ Opinion of Counsel ” means a written opinion from legal counsel that meets the requirements of Section 10.5. Such legal counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“ Original Issue Discount Security ” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 6.2 hereof.

“ Outstanding ”, when used with respect to Securities, means, as of the date of determination, all Securities previously authenticated and delivered under this Indenture, except:

(i) Securities previously cancelled by the Trustee or delivered to the Trustee for cancellation;

(ii) Securities for whose payment or redemption money in the necessary amount has been previously deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that , if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture;

(iii) Securities which have been paid pursuant to Section 2.11 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;

(iv) Securities which have been defeased pursuant to Section 8.3; and

(v) Securities not deemed outstanding pursuant to Section 3.3;

provided , however , that in determining whether the Holders of the requisite Principal Amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent, or waiver under this Indenture, (i) the Principal Amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal that would be due and payable as of the date of such determination upon acceleration of its maturity pursuant to Section 6.2, (ii) if, as of such date, the Principal Amount payable at the Stated Maturity of a Security is not determinable, the Principal Amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 2.4, and (iii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

“ Paying Agent ” has the meaning assigned to it in Section 2.7.

“ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“ Principal Amount ” means, with respect to any Security, the amount as set forth on the face of such Security.

“ Redemption Date ” has the meaning assigned to it in Section 3.2.

“ Registrar ” has the meaning assigned to it in Section 2.7.

“ Regular Record Date ” for the interest payable on any Interest Payment Date on the Securities of any Series means the date specified for that purpose as contemplated by Section 2.4.

“ Responsible Officer ,” when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“ SEC ” means the Securities and Exchange Commission.

“ Securities ” has the meaning specified in the recitals to this Indenture.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Security Register ” has the meaning assigned to it in Section 2.7.

“ Series ” or “ Series of Securities ” means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.4, 2.5 and 2.6 hereof.

“ Stated Maturity ” means, when used with respect to any Security or any installment of principal or interest on such Security, the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

“ Subsidiary ” means, with respect to any Person, (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person, (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or an entity described in clause (i) and related to such Person or (b) the only general partners of which are such Person or of one or more entities described in clause (i) and related to such Person (or any combination thereof) and (iii) any limited liability company of which more than 50% of the total membership interests is at the time owned or controlled, directly or indirectly, by such Person.

“ Supplemental Indenture ” means an indenture entered into by the Company and Trustee supplemental to this Indenture.

“ TIA ” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA.

“ Trustee ” means the party named as such in the preamble to this Indenture until a successor replaces such party in accordance with the applicable provisions of this Indenture and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder; provided , however , that if at any time there is more than one such person, “Trustee” as used with respect to the Securities of or within any Series shall mean only the Trustee with respect to the Securities of that Series.

“ Voting Stock ” means outstanding shares of capital stock having voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power because of default in dividends or other default.

Section 1.2 Incorporation by Reference of Trust Indenture Act . Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. All terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA, have the meanings so assigned to them.

Section 1.3 Rules of Construction . Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(d) words in the singular include the plural, and words in the plural include the singular;

(e) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

(f) headings are used for convenience of reference only and do not affect interpretation.

ARTICLE II

THE SECURITIES

Section 2.1 Forms of Securities Generally . The Securities of each Series shall be in substantially such form or forms as shall be established by or pursuant to one or more Board Resolutions or in one or more Supplemental Indentures, or in an Officers’ Certificate pursuant to such Board Resolution or any such Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Indenture, and may have such letters, numbers, or other marks of identification and such legends or endorsements placed on them as may be required to comply with the rules of any securities exchange or as may, consistently with this Indenture, be determined by the Officers executing such Securities, as evidenced by their execution of the Securities. If the form of Securities of any Series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 2.6 for the authentication and delivery of such Securities.

All Definitive Securities shall be printed, lithographed, or engraved on steel engraved borders or may be produced in any other manner, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Section 2.2 Form of Legend for Global Securities . Any Global Security authenticated and delivered under this Indenture shall bear a legend (in addition to any legend that may be required by the applicable requirements of the Depositary) in substantially the following form:

“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO IN THIS SECURITY AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR ITS NOMINEE. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE OR A SUCCESSOR OF SUCH DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THIS INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.”

Neither any members of, or participants in, the Depositary (collectively, the “ Agent Members ”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Trustee as the custodian for the Depositary or under such Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of a beneficial interest in any Global Security.

Section 2.3 Form of Trustee’s Certificate of Authentication . The Trustee’s certificates of authentication shall be in substantially the following form:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the Series designated therein referred to in the within-mentioned Indenture.

Dated:	Wilmington Trust, National Association, as Trustee

	By:
		Authorized Signatory

Section 2.4 Amount Unlimited; Issuable in Series . The aggregate Principal Amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more Series. There shall be established in or pursuant to a Board Resolution and, subject to Section 2.6, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or Supplemental Indenture, or established in one or more Supplemental Indentures, prior to the issuance of Securities of any Series,

(1) the title of the Securities of the Series (which shall distinguish the Securities of that Series from Securities of any other series);

(2) any limit upon the aggregate Principal Amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Sections 2.10, 2.11, 2.13 or 3.7 and except for any Securities which, pursuant to Section 2.6, are deemed never to have been authenticated and delivered under this Indenture);

(3) the Person to whom any interest on a Security of the Series shall be payable, if other than the Person in whose name that Security (or one or more predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

(4) the date or dates on which the principal (and premium, if any) of the Securities of the Series is payable;

(5) the rate or rates at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any interest payable on any Interest Payment Date;

(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest on the Securities of the Series shall be payable;

(7) the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the Series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;

(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the Series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the Series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;

(9) if other than denominations of $1,000 and integral multiples of such denomination, the denomination or denominations in which Securities of the Series shall be issuable;

(10) if the amount of payments of principal of (and premium, if any) or interest on any Securities of the Series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;

(11) if other than the Principal Amount of the Securities of the Series, the portion of the Principal Amount of Securities which shall be payable upon declaration of acceleration of its maturity;

(12) if the Principal Amount payable at the Stated Maturity of any Securities of the Series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the Principal Amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the Principal Amount which shall be due and payable upon any maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the Principal Amount shall be determined);

(13) the application, if any, of either or both of Section 8.3 and Section 8.4 to the Securities of the Series (including, in the case of Section 8.4, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;

(14) whether the Securities of the Series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than DTC), and any circumstances other than those set forth in Section 2.10 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;

(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the Series;

(16) any other covenant or warranty included for the benefit of Securities of the Series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all Series, or any other covenant or warranty included for the benefit of Securities of the Series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all Series, or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all Series shall not be for the benefit of Securities of such Series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all Series which applies to the Securities of such series;

(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the Principal Amount of such Securities due and payable pursuant to Section 6.2; and

(18) any other terms of the Securities of such Series, or of any specified tenor thereof.

All Securities of any one Series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and this Article II, or determined in the manner provided, in the Officers’ Certificate referred to above or in any Supplemental Indenture.

Unless otherwise provided with respect to the Securities of any Series, at the option of the Company, interest on the Securities of any Series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register.

If any of the terms of the Series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the Series.

Section 2.5 Denominations . The Securities of each Series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 2.4. In the absence of any such provisions with respect to the Securities of any Series, the Securities of such Series shall be issuable in minimum denominations of $1,000 and any integral multiples of such denominations.

Section 2.6 Execution, Authentication, Delivery and Dating . The Securities shall be executed on behalf of the Company by its Chairman, its Chief Executive Officer, its President, or one of its Vice Presidents, and may (but need not) have the corporate seal of the Company affixed or reproduced thereon and, if so affixed or reproduced, attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any Series executed by the Company to the Trustee for authentication and, provided that the Board Resolutions and Officers’ Certificate or Supplemental Indenture with respect to such Series of Securities and a Company Order for the authentication and delivery have been delivered to the Trustee, the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 7.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

(a) any Board Resolution, Officers’ Certificate and/or executed Supplemental Indenture referred to in Section 2.1 and Section 2.4 hereof by or pursuant to which the form or forms and terms of the Securities of such Series were established;

(b) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such Series, stating that such form or forms and terms have been established pursuant to Section 2.1 and Section 2.4 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and

(i) the form or forms of the Securities of such Series have been duly authorized and established in conformity with the provisions of this Indenture;

(ii) the terms of the Securities of such Series (or the manner of determining such terms) have been established in conformity with the provisions of this Indenture; and

(iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and other customary qualifications and assumptions.

The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, liabilities or immunities under the Securities or this Indenture or otherwise.

Notwithstanding the provisions of Section 2.4 and of the preceding paragraph, if all Securities of a Series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such Series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such Series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture.

Section 2.7 Registrar and Paying Agent . The Company shall maintain, with respect to each Series of Securities, an office or agency where Securities of such Series may be presented for registration of transfer or for exchange (“ Registrar ”), and an office or agency where Securities of such Series may be presented for purchase or payment (“ Paying Agent ”). The Registrar shall keep a register (“ Security Register ”) with respect to each Series of Securities and of their transfer and exchange. The Company may have one or more additional paying agents. The term Paying Agent includes any additional paying agent and the term Registrar includes any co-registrars.

The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent (in each case, if such person is a person other than the Trustee). The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.6. The Company or any Subsidiary of the Company or an Affiliate of any of them may act as Paying Agent or Registrar.

The Company hereby appoints the Trustee as Registrar and Paying Agent for each Series of the Securities unless another Registrar or Paying Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. The Trustee may resign from any or all of such appointments upon 30 days’ written notice to the Company.

Section 2.8 Paying Agent to Hold Money and Securities in Trust . Except as otherwise provided herein, on or prior to each due date of payments in respect of any Series of Securities, the Company shall deposit with the Paying Agent a sum of money (in immediately available funds if deposited on the due date) sufficient to make such payments when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all money held by the Paying Agent for the making of payments in respect of the Securities of such Series and shall notify the Trustee of any default by the Company in making any such payment. At any time during the continuance of any such default, the Paying Agent shall, upon the written request of the Trustee, forthwith pay to the Trustee all money so held in trust. If the Company, a Subsidiary of the Company or an Affiliate of any of them acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon doing so, the Paying Agent shall have no further liability for the money.

Section 2.9 Holder Lists . The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Holders of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall cause to be furnished to the Trustee (1) not more than 10 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of each Series of Securities as of such Regular Record Date and (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished.

Section 2.10 Registration, Registration of Transfer and Exchange . Upon surrender for registration of transfer of any Security of any Series at the office of the Registrar, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same Series, of any authorized denominations and of a like aggregate Principal Amount and tenor.

At the option of the Holder, Securities of any Series may be exchanged for other Securities of the same Series, of any authorized denominations and of a like aggregate Principal Amount and tenor, upon surrender to the Registrar of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, duly executed by the Holder or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.

The Company shall not be required (i) to issue, register the transfer of, or exchange Securities of any Series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that Series selected for redemption under Section 3.3 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Notwithstanding any other provision in this Indenture and except as otherwise specified as contemplated by Section 2.4, no Global Security may be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary for such Global Security or any nominee thereof, and no such transfer may be registered, except as provided in this paragraph. Notwithstanding the foregoing and except as otherwise specified as contemplated by Section 2.4, if (A)(1) at any time the Depositary for the Securities of a Series represented by a Global Security or Global Securities notifies the Company that it is unwilling or unable to continue as a Depositary for the Securities of such Series or ceases to be a clearing agency registered and in good standing under the Exchange Act or other applicable statute or regulation and (2) a successor Depositary for the Securities of such Series is not appointed by the Company or, if appointed, has not accepted such appointment, within 90 days after the Company receives such notice or becomes aware of such condition, (B) an Event of Default has occurred and is continuing with respect to the Securities of such Series and the Registrar has received a request from the Depositary to issue certificated securities in lieu of all or a portion of the Global Securities of such Series (in which case the Company shall deliver certificated securities within 30 days of such request) or (3) the Company at any time and in its sole discretion determines that the Securities of any Series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Global Securities, the Company will execute, and the Trustee, upon Company request, will authenticate and deliver, Securities of such Series in definitive form in an aggregate Principal Amount equal to the Principal Amount of the Global Security or Global Securities representing Securities of such Series in exchange for such Global Security or Global Securities.

Upon the occurrence in respect of any Global Security of any Series of any one or more of the conditions specified in the immediately preceding paragraph or such other conditions as may be specified as contemplated by Section 2.4 for such Series, such Global Security may be exchanged for Securities registered in the names of, and the transfer of such Global Security may be registered to, such Persons (including Persons other than the Depositary with respect to such Series and its nominees) as such Depositary shall direct. Notwithstanding any other provision of this Indenture, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security shall also be a Global Security and shall bear the legend or legends specified in Section 2.2 except for any Security authenticated and delivered in exchange for, or upon registration of transfer of, a Global Security pursuant to the preceding sentence.

If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Registrar for exchange or cancellation as provided in this Article II. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article II or (ii) the principal amount thereof shall be reduced, or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to the immediately preceding two paragraphs and as otherwise provided in this Article II, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.

The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary.

The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Agent Members.

Section 2.11 Mutilated, Destroyed, Lost and Stolen Securities . If (a) any mutilated Security is surrendered to the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any security, and there is delivered to the Company and the Trustee such security or indemnity bond as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series, like tenor and Principal Amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed by the Company pursuant to Article III hereof, the Company in its discretion may, instead of issuing a new Security, pay or redeem such Security, as the case may be.

Upon the issuance of any new Securities under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the reasonable fees and disbursements of its counsel) connected therewith.

Every new Security of any Series issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 2.12 Acts of Holders; Record Dates .

(a) Any request, demand, authorization, direction, notice, consent, waiver, or other action provided or permitted by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as otherwise expressly provided in this Indenture, such action shall become effective when such instrument or instruments are delivered to a Responsible Officer of the Trustee and, where it is expressly required by this Indenture, to the Company. Such instrument or instruments (and the action embodied in and evidenced by such instrument or instruments) are sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.1) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

Without limiting the generality of the foregoing, a Holder, including a Depositary that (or whose nominee) is a Holder of a Global Security, may make, give, or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver, or other action provided or permitted in this Indenture to be made, given, or taken by Holders, and a Depositary that (or whose nominee) is a Holder of a Global Security may provide its proxy or proxies to the beneficial owners of interests in any such Global Security.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him its execution. Where such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(c) The Company may fix any day as the record date for the purpose of determining the Holders of Securities of any Series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver, or other action, or to vote on any action, authorized, or permitted to be given or taken by Holders of Securities of such Series. If not set by the Company prior to the first solicitation of a Holder of Securities of such Series made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 2.9) prior to such first solicitation or vote, as the case may be. With regard to any record date for action to be taken by the Holders of one or more Series of Securities, only the Holders of Securities of such Series on such date (or their duly designated proxies) shall be entitled to give, take, or vote on the relevant action.

(d) The ownership of Securities shall be proved by the Security Register.

(e) Any request, demand, authorization, direction, notice, consent, waiver, or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer of, in exchange for, or in lieu of such Security in respect of anything done, omitted, or suffered to be done by the Trustee or the Company in reliance on such action, whether or not notation of such action is made upon such Security.

(f) Without limiting the foregoing, a Holder entitled to give or take any action under this Indenture with regard to any particular Security may do so with regard to all or any part of the Principal Amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any different part of such Principal Amount.

Section 2.13 Temporary Securities . Pending the preparation of Definitive Securities, if any, the Company may execute, and upon Authentication Order the Trustee shall authenticate and deliver, temporary Securities, which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the Definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities.

If temporary Securities are issued, the Company will cause Definitive Securities to be prepared without unreasonable delay. After the preparation of Definitive Securities, the temporary Securities shall be exchangeable for Definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 2.7, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like Principal Amount of Definitive Securities of authorized denominations. Until so exchanged the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as Definitive Securities.

Section 2.14 Cancellation . All Securities surrendered for payment, redemption or registration of transfer or exchange shall, if surrendered to any person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. The Company may not issue new Securities to replace Securities it has paid or delivered to the Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with the Trustee’s customary procedure.

Section 2.15 Persons Deemed Owners . Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and interest on the Security or the payment of any redemption price in respect thereof, for all purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

Section 2.16 Computation of Interest . Except as otherwise provided in or pursuant to this Indenture or in the Securities of any Series, interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months and interest on the Securities for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the number of days elapsed in any partial month.

Section 2.17 CUSIP Numbers . The Company may issue the Securities with one or more “CUSIP” numbers (if then generally in use), and, if so, the Trustee and the Company shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided , however , that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers.

Section 2.18 Ranking . The indebtedness of the Company arising under or in connection with this Indenture and every Outstanding Security of any Series issued under this Indenture from time to time constitutes and will constitute a senior unsecured general obligation of the Company, ranking equally with other existing and future senior unsecured indebtedness of the Company and ranking senior in right of payment to any future indebtedness of the Company that is expressly made subordinate to the Securities by the terms of such indebtedness.

Section 2.19 Payment of Interest; Defaulted Interest . E xcept as otherwise provided herein with respect to any Series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security is registered at the close of business on the Regular Record Date for such interest.

Any interest on any Security of any Series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (“ Defaulted Interest ”) shall cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such Series are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the manner set forth in this clause (1). The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such Series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this clause. At such time the Company shall fix a special record date for the payment of such Defaulted Interest which shall be no more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee of such special record date and, in the names and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the related special record date to be mailed, first-class postage prepaid, to each Holder of Securities of such Series at such Holder’s address as it appears in the Security Register, or, in the case of a Global Security, shall cause such notice to be sent in accordance with the Applicable Procedures, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the related special record date having been so mailed or sent, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such Series are registered at the close of business on such special record date and shall no longer be payable pursuant to the Following Clause (2).

(2) The Company may make payment of any Defaulted Interest on the Securities of any Series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

ARTICLE III

OPTIONAL REDEMPTION

Section 3.1 Applicability of Article . Securities of any Series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and in accordance with this Article, except as otherwise specified as contemplated by Section 2.4 of this Indenture for Securities of any Series.

Section 3.2 Election to Redeem; Notices to Trustee . The election of the Company to redeem any Series of Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 2.4 for such Securities. If the Company elects to redeem any Series of Securities, it shall furnish to the Trustee, at least 60 calendar days (unless a shorter period shall be satisfactory to the Trustee) before a Redemption Date, an Officers’ Certificate setting forth (i) the date on which the redemption shall occur (“ Redemption Date ”), (ii) the Principal Amount of Securities of such Series to be redeemed and (iii) the redemption price.

Section 3.3 Selection by Trustee of Securities to Be Redeemed . If fewer than all of the Securities of such Series are to be redeemed, the Trustee shall select the Securities to be redeemed among the Holders of the Securities of such Series, on a pro rata basis, by lot or in accordance with any other method the Trustee deems fair and appropriate, in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances and, in the case of a Global Security, pursuant to the Applicable Procedures. In the event of partial redemption, the particular Securities to be redeemed shall be selected, unless otherwise provided herein, not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such Series not previously called for redemption.

The Trustee shall promptly notify the Company of the Securities selected for redemption and, in the case of Securities of any Series selected for partial redemption, the Principal Amount thereof to be redeemed. Securities and portions of Securities selected shall be in authorized denomination (which shall not be less than the minimum authorized denomination of such Security). Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.

Section 3.4 Notice of Redemption . Unless otherwise provided for a particular Series of Securities by a Board Resolution, a Supplemental Indenture or an Officers’ Certificate, at least 30 days but not more than 60 days before a Redemption Date, the Company shall mail or cause to be mailed, by first class mail, or, in the case of a Global Security, shall send in accordance with the Applicable Procedures, a notice of redemption to each Holder whose Securities are to be redeemed at its registered address; provided that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of this Indenture. Failure to give notice by mailing in the manner herein provided to the Holder of any Security designated for redemption as a whole or in part, or any defect in the notice to any Holders, shall not affect the validity of the proceedings for the redemption of any other Security or portion thereof. Any notice that is mailed to the Holder of any Security in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder receives the notice.

The notice shall identify the Securities to be redeemed and shall state:

(a) the Redemption Date;

(b) the redemption price and accrued interest, if any;

(c) if any Security is being redeemed in part, the portion of the Principal Amount of such Security to be redeemed and that, after the Redemption Date upon surrender of such Security, a new Security or Securities in Principal Amount equal to the unredeemed portion shall be issued upon cancellation of the original Security;

(d) the name and address of the Paying Agent;

(e) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) that on the Redemption Date the redemption price and accrued interest, if any, will become due and payable upon each such Security to be redeemed and that interest thereon unless the Company fails to make such redemption will cease to accrue on and after the Redemption Date; and

(g) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

Notice of redemption of Securities to be redeemed shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company, provided that the Company shall have delivered to the Trustee, at least 5 Business Days prior to the requested date of the giving of such notice, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in this Section.

Section 3.5 Effect of Notice of Redemption . If notice of redemption is given as provided in Section 3.4, the Securities to be redeemed shall, on the Redemption Date, become irrevocably due and payable at the redemption price, and from and after such Redemption Date (unless the Company shall default in the payment of the redemption price) such Securities shall cease to bear interest. A notice of redemption may not be conditional.

Section 3.6 Deposit of Redemption Price . One Business Day prior to the Redemption Date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of all Securities to be redeemed on that date. The Trustee or the Paying Agent shall promptly after the redemption date return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of all Securities to be redeemed.

If the Company complies with the provisions of the preceding paragraph, on and after the Redemption Date interest shall cease to accrue on the Securities or the portions thereof called for redemption. If any Security called for redemption is not so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the Redemption Date until such principal is paid, and, to the extent lawful, on any interest not paid on such unpaid principal, in each case at the rate provided in the Securities of such Series.

Section 3.7 Securities Redeemed in Part . Upon surrender of a Security that is redeemed in part, the Company shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate for the Holder at the expense of the Company a new Security or Securities of the same Series and of like tenor, in aggregate Principal Amount equal to and in exchange for the unredeemed portion of the principal of the Security surrendered.

Section 3.8 No Mandatory Redemption . The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Securities of any Series.

ARTICLE IV

COVENANTS

Section 4.1 Payment of Principal, Premium and Interest . The Company covenants and agrees for the benefit of the Holders of the Securities that it will duly and punctually pay or cause to be paid the principal of (and premium, if any) and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal (and premium, if any) and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal (and premium, if any) and interest then due.

Section 4.2 Money for Securities Payments to Be Held in Trust . If the Company shall at any time act as its own Paying Agent with respect to any Series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities of that Series, segregate and hold in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest a sum sufficient to pay the principal (and premium, if any) and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as provided in this Indenture and will promptly notify the Trustee of its action or failure to act.

Whenever the Company shall have one or more Paying Agents for any Series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that Series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the TIA, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of its action or failure to act.

The Company will cause each Paying Agent for any Series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (i) comply with the provisions of the TIA applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Securities of that Series) in the making of any payment in respect of the Securities of that Series, and upon the written request of the Trustee, immediately pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that Series.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security of any Series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as Trustee, shall cease at such time.

Section 4.3 Maintenance of Office or Agency . The Company shall maintain an office or agency (which may be an office of the Trustee or an Affiliate of the Trustee or Registrar) where Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Securities of that Series and this Indenture may be sent. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands with respect to the Securities may be made at or sent to the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more Series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations, provided , however , that no such designations or rescission shall in any manner relieve the Company of its obligations to maintain an office or agency for the Securities of any Series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.7 hereof.

Section 4.4 Reports . The Company shall deliver to the Trustee and transmit to the Holders, within 15 days after it files such annual and quarterly reports, information, documents and other reports with the SEC, copies of its annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or section 15(d) of the Exchange Act. In the event the Company is at any time no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall continue to provide the Trustee and the Holders with reports containing substantially the same information as would have been required to be filed with the SEC had the Company continued to have been subject to such reporting requirements. In such event, such reports shall be provided at the times the Company would have been required to provide reports had it continued to have been subject to such reporting requirements. The Company also shall comply with the other provisions of Section 314(a) of the TIA. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely conclusively on Officers’ Certificates).

Section 4.5 Compliance Certificate . So long as there are Securities Outstanding hereunder, the Company shall:

(a) deliver to the Trustee on or before 120 days after the end of each fiscal year of the Company, commencing with the first fiscal year ending after the date hereof, an Officers’ Certificate stating that, in the course of the performance by the signers of their duties as Officers of the Company, they would normally have knowledge of any Default or Event of Default by the Company in the performance of any covenants contained herein, stating whether or not they have knowledge of any such Default or Event of Default, the nature thereof and the action, if any, the Company intends to undertake as a result of such Default; and

(b) deliver to the Trustee, within 30 days upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Section 4.6 Existence . Subject to Article VIII, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory), and franchises; provided , however , that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that its preservation is no longer desirable in the conduct of the business of the Company and that its loss is not disadvantageous in any material respect to the Holders.

Section 4.7 Payment of Taxes and Other Claims . The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments, and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits, or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials, and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; provided , however , that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge, or claim whose amount, applicability, or validity is being contested in good faith by appropriate proceedings and for which adequate provision is made.

Section 4.8 Waiver of Certain Covenants . The Company may, with respect to the Securities of any Series, omit in any particular instance to comply with any term, provision, or condition set forth in Sections 4.6 and 4.7 (excluding Section 4.7(1)), or in any covenant provided pursuant to Section 2.4(16) or 9.1(b) for the benefit of the Holders of such Series, if before the time for such compliance the Holders of a majority in Principal Amount of the Outstanding Securities of such Series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision, or condition, but no such waiver shall extend to or affect such term, provision, or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision, or condition shall remain in full force and effect.

Section 4.9 Calculation of Original Issue Discount . If the Company has Outstanding any Original Issue Discount Securities, the Company shall deliver to the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may be required to be provided to the Trustee, any Paying Agent or the Holders of the Securities pursuant to the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

Section 4.10 Tax Payment and Tax Withholding Obligations . In order to enable the Trustee and any other Paying Agent to comply with any tax payment or tax withholding obligation or obligations imposed on it or them by virtue of applicable law in connection with any payment made by it or them to Holders pursuant to any of the provisions of this Indenture, the Company hereby agrees that, upon receipt of a request from time to time from the Trustee or such Paying Agent, the Company will provide to the Trustee and such Paying Agent promptly a notice in writing as to whether and to what extent, together with any and all information necessary to enable the Trustee and such Paying Agent to determine whether and to what extent, any such tax payment or tax withholding obligation or obligations shall apply, and, if any do so apply, the amount and other relevant details of such tax payment and/or tax withholding obligation or obligations. In addition to and notwithstanding such agreement, the Trustee and any such Paying Agent shall have full right and warrant to withhold from any payment made by it or them pursuant to any of the provisions of this Indenture (if required to comply with such tax payment or tax withholding obligation or obligations) and shall not be liable to any Person for so doing.

ARTICLE V

SUCCESSORS

Section 5.1 When the Company May Merge, Consolidate or Transfer Assets . Unless otherwise provided for a particular Series of Securities in a Board Resolution, a Supplemental Indenture or an Officers’ Certificate, the Company shall not merge or consolidate with or into any other Person and the Company shall not sell, lease or convey, in a single transaction or in a series of transactions, all or substantially all of its assets to any Person, unless (1) the Company is the continuing corporation, or the successor corporation or the Person that acquires all or substantially all of the Company’s assets is a corporation organized and existing under the laws of the United States or a state thereof or the District of Columbia and expressly assumes all the Company’s obligations under the Securities and this Indenture or assumes such obligations as a matter of law and (2) immediately after giving effect to such merger, consolidation, sale, lease or conveyance, there is no Default or Event of Default hereunder.

Section 5.2 Successor Corporation Substituted . Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and, thereupon, the Company shall be relieved of any further liability or obligation hereunder or under the Securities.

Section 5.3 Officers’ Certificate and Opinion of Counsel to Be Given to Trustee . Upon the occurrence of the transactions permitted under the provisions of Section 5.1 and Section 5.2, the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel in each case stating that such transaction and agreement, if any, complies with this Article V, that all conditions precedent provided for herein relating to such transaction have been complied with, and that such agreement or Supplemental Indenture, if any, is the legal, valid and binding obligation of the Company or such other Person, as the case may be, enforceable against them in accordance with its terms, subject to customary exceptions, on which the Trustee may rely as conclusive evidence that any consolidation, merger, sale, conveyance, transfer or lease, and any assumption, permitted or required by the terms of this Article V complies with the provisions of this Article V and this Indenture.

ARTICLE VI

REMEDIES

Section 6.1 Events of Default . Each of the following constitutes an “Event of Default”:

(a) the Company defaults in the payment of any installment of interest on any of the Securities as and when the same shall become due and payable, and such default continues for a period of 30 days;

(b) the Company defaults in the payment when due of all or any part of the principal or premium, if any, of any of the Securities as and when the same shall become due and payable either at maturity, upon any redemption, by declaration of acceleration of maturity or otherwise;

(c) the Company fails to perform any other covenant or agreement on the part of the Company contained in the Securities of any Series or in this Indenture and such failure continues for a period of 90 days after the date on which notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, shall have been given, by registered or certified mail (or, if registered or certified mail is not then offered by the U.S. Post Office, by first class mail return receipt requested), to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% in aggregate Principal Amount of the Securities of that Series at the time Outstanding;

(d) a court having jurisdiction in the premises shall enter (i) a decree or order for relief in respect of the Company or the Material Subsidiary in an involuntary case or proceeding under any Bankruptcy Law now or hereafter in effect, or (ii) a decree or order adjudging the Company or the Material Subsidiary a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Company or the Material Subsidiary under any Bankruptcy Law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of the Company or the Material Subsidiary or for any substantial part of its property or ordering the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(e) the Company or the Material Subsidiary shall commence a voluntary case or proceeding under any Bankruptcy Law now or hereafter in effect or any other case or proceeding to be adjudicated a bankrupt or insolvent, or consent to the entry of a decree or order for relief in respect of the Company or the Material Subsidiary in an involuntary case or proceeding under any such law, or to the commencement of any bankruptcy or insolvency case or proceeding against the Company or the Material Subsidiary, or the filing by the Company or the Material Subsidiary of a petition or answer to consent seeking reorganization or relief under any such applicable federal or state law, or the consent by the Company or the Material Subsidiary to the filing of such petition or to the appointment of or the taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or the Material Subsidiary or of any substantial part of its property, or the making by the Company or the Material Subsidiary of an assignment for the benefit of creditors, or the taking of action by the Company or the Material Subsidiary in furtherance of any such action.

Upon becoming aware of any Event of Default, the Company shall promptly deliver to the Trustee a written statement specifying such Event of Default.

Section 6.2 Acceleration . If any Event of Default specified in Sections 6.1(a), 6.1(b) or 6.1(c) with respect to any Series of Securities occurs and is continuing, the Trustee or the Holders of at least 25% in Principal Amount of the then Outstanding Securities of that Series may declare the Principal Amount (or, if any of the Securities of that Series are Original Issue Discount Securities, such portion of the Principal Amount of such Securities as may be specified in the terms thereof) of all the Securities of such Series (and premium, if any) and interest accrued thereon to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by the Holders of the Outstanding Securities of such Series) and upon any such declaration, such Principal Amount (or such specified portion of the Principal Amount) shall become immediately due and payable. If any Event of Default specified in Section 6.1(d) or 6.1(e) with respect to any Series of Securities occurs, the Principal Amount (or, if any of the Securities of that Series are Original Issue Discount Securities, such portion of the Principal Amount of such Securities as may be specified in the terms thereof) of all the Securities of such Series (and premium, if any) and interest accrued thereon shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.

The Holders of a majority in aggregate Principal Amount of the Outstanding Securities of the Series with respect to which the Event of Default has occurred, by written notice to the Company and the Trustee, may on behalf of the Holders of all of the Securities of such Series rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and if:

(i) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities of that Series, (B) the principal of (and premium, if any, on) any Securities of that Series which have become due otherwise than by such acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and (D) all sums paid or advanced by the Trustee hereunder and the compensation and reasonable expenses, disbursements and advances of the Trustee, its agents and counsel; and

(ii) all existing Events of Default with respect to Securities of that Series (other than the nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions of this Indenture, then, from and after the date of such Event of Default, unless such Event of Default has been rescinded and annulled as provided above, the Principal Amount of such Original Issue Discount Securities shall be deemed, for all purposes under this Indenture, to be such portion of the principal as shall be due and payable as a result of such acceleration, and the payment of such portion of the principal as shall be due and payable as a result of such acceleration, together with interest, if any, on such portion and all other amounts owing under such Original Issue Discount Security, shall constitute payment in full of such Original Issue Discount Securities.

Section 6.3 Trustee May Enforce Claims without Possession of Securities: Delay or Omission Not Waiver . All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee even if it does not possess any of the Securities of a Series or does not produce any of them in any proceeding related thereto and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the compensation and reasonable expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment had been recovered. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default with respect to any Series of Securities shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.

Section 6.4 Waiver of Past Defaults . Holders of a majority in aggregate Principal Amount of the Securities of any Series then Outstanding by written notice to the Trustee may on behalf of the Holders of all of the Securities of that Series waive an existing Default or Event of Default and its consequences hereunder, except a default (1) in the payment of principal of (or premium, if any) or interest on any Security of such Series or (2) in respect of a covenant or provision of this Indenture which under Article IX cannot be amended or modified without the consent of the Holder of each Outstanding Security of such affected Series. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.5 Control by Majority . Subject to Section 7.1(e), Holders of a majority in aggregate Principal Amount of the then Outstanding Securities of any Series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it with respect to the Securities of such Series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee in good faith determines may be unduly prejudicial to the rights of other Holders of that Series not joining the giving of such direction. The Trustee may take any other action consistent with this Indenture relating to any such direction.

Section 6.6 Limitation on Suits . A Holder of Securities of any Series may pursue a remedy with respect to this Indenture or the Securities of that Series only if and subject to Section 6.7 hereof:

(a) the Holder gives to the Trustee written notice of a continuing default with respect to the Securities of that Series;

(b) the Holders of at least 25% in Principal Amount of the then Outstanding Securities of that Series make a written request to the Trustee to pursue the remedy with respect to such default in its own name as Trustee hereunder;

(c) such Holders of Securities of that Series offer and provide to the Trustee security or indemnity acceptable to it against any loss, liability or expense to be incurred in compliance with such request;

(d) the Trustee does not comply with the request within 60 days after receipt of the request and the offer and the provision of security or indemnity acceptable to it; and

(e) the Holders of a majority in Principal Amount of the then Outstanding Securities of that Series do not give the Trustee a direction inconsistent with the request within such 60-day period.

No Holder of Securities of any Series shall have any right in any manner whatsoever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder of Securities of that Series, or to obtain or seek to obtain priority over or preference to any other Holder of Securities of such Series, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Securities of that Series.

Section 6.7 Unconditional Right of Holders to Receive Payment . Notwithstanding any other provision of this Indenture, the Holder of any Security of any Series shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest on such Security on the respective Stated Maturities set forth in such Security (or, in the case of redemption, on the Redemption Date) and to bring suit for the enforcement of any such payment and such right, shall not be impaired or affected without the consent of such Holder.

Section 6.8 Collection of Indebtedness and Suits for Enforcement by Trustee .

The Company covenants that if:

(1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(2) default is made in the payment of the principal of (or premium, if any) any Security at the Stated Maturity thereof:

the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal of (and premium, if any) and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the compensation and reasonable expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.

If an Event of Default with respect to Securities of any Series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 6.9 Trustee May File Proofs of Claim . In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property, or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the TIA in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized (i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities in accordance with the terms thereof and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation and reasonable expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator, or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the compensation and reasonable expenses, disbursements, and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.6. No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment, or composition affecting the Securities or the rights of any Holder or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, the Trustee may vote on behalf of the Holders for the election of a trustee in bankruptcy or similar official and may be a member of a creditors, or other similar committee.

Section 6.10 Priorities . If the Trustee collects any money or other property pursuant to this Article, it shall be applied in the following order:

First: to the Trustee (including any predecessor Trustee), its agents and attorneys for amounts due under Section 7.6 hereof;

Second: to Holders of Securities for amounts due and unpaid for principal of (and premium, if any) and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest, respectively; and

Third: to the Company.

The Trustee may fix a record date and payment date for any payment to Holders of such Securities pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs . All parties to this Indenture agree, and each Holder of any Securities by such Holder’s acceptance of such Securities shall be deemed to have agreed, in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee or the Company, a suit by a Holder of Securities pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in Principal Amount of the then Outstanding Securities of any Series.

Section 6.12 Restoration of Rights and Remedies . If the Trustee or any Holder shall have instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee or to such Holder, then and in every such case, the Company, the Trustee and the Holders s hall be restored severally and respectively to their former positions and rights hereunder, and thereafter all rights, remedies and powers of the Company, the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 6.13 Rights and Remedies Cumulative . Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 2.11, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

ARTICLE VII

TRUSTEE

Section 7.1 Duties of Trustee .

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default with respect to any Series of Securities:

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of that Series, as modified or supplemented by a Board Resolution, a Supplemental Indenture or an Officers’ Certificate and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of that Series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein).

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5 or Section 6.6 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e), (f) and (g) of this Section.

(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request or direction of any Holders, unless such Holders have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense to be incurred in compliance with any such request or direction.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

Section 7.2 Rights of Trustee .

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company personally or by agent or attorney.

(b) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may rely upon an Officers’ Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

(f) The Trustee shall not be charged with knowledge of any default or Event of Default with respect to the Securities unless written notice of such default or Event of Default shall have been given to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by the Company or by any Holder of the Securities, and such notice references the Securities and this Indenture.

(g) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(h) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(i) Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such loss or damage and regardless of the form of action.

(j) No permissive right of the Trustee to act hereunder shall be construed as a duty.

(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Section 7.3 Individual Rights of Trustee . The Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Section 7.9 and Section 7.10 hereof.

Section 7.4 Notice of Defaults . If a Default or Event of Default occurs and is continuing and if the Trustee receives written notice thereof, the Trustee shall (at the expense of the Company) mail to Holders of Securities of such Series with respect to which the Default or Event of Default has occurred, or, in the case of a Global Security, shall send in accordance with the Applicable Procedures, a notice of the Default or Event of Default within 90 days after it receives notice thereof. Except in the case of a Default or Event of Default in payment of principal of and interest on any Securities of such Series, the Trustee may withhold the notice if and so long as the Trustee in good faith determines that withholding the notice is in the interests of the Holders of Securities of that Series. For purposes of this Indenture, the Trustee shall not be deemed to have received notice of any Default (except a Default or Event of Default in payment of principal of, premium, if any, on and interest on a Security of any Series) unless a Responsible Officer of the Trustee has received actual notice of such Default.

Section 7.5 Reports by Trustee to Holders . Within 60 days after June 15 of each year commencing with June 15, 2018, and for so long as Securities remain Outstanding, the Trustee shall (at the expense of the Company) mail to the Holders of Securities a brief report dated as of such reporting date that complies with Section 313(a) of the TIA (but if no event described in Section 313(a) of the TIA has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Section 313(b)(2) of the TIA. The Trustee shall also transmit by mail all reports as required by Section 313(c) of the TIA.

A copy of each report at the time of its mailing to the Holders of Securities shall be filed with the SEC and each stock exchange on which the Securities are listed in accordance with Section 313(d) of the TIA. The Company shall promptly notify the Trustee when the Securities are listed on any stock exchange and thereafter shall promptly file all reports with the SEC and such stock exchange as are required to be filed by the rules and regulations of the SEC and of such stock exchange.

Section 7.6 Compensation and Indemnity . The Company agrees to pay to the Trustee from time to time compensation as agreed upon by the Trustee and the Company in writing, and, in the absence of any such agreement, reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. Except as otherwise expressly provided herein, the Company shall reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including reasonable compensation, disbursements and expenses of the Trustee’s agents and reasonable fees and expenses of its counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct. The Company shall indemnify the Trustee against any and all losses, liabilities or expenses incurred by it without negligence or willful misconduct on its own part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent that any such loss, liability or expense shall be determined to have been caused by the Trustee’s own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it intends to seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

The obligations of the Company to the Trustee under this Indenture shall survive the satisfaction and discharge of this Indenture.

To secure the Company’s payment obligations in this Section, the Trustee shall have a mortgage, pledge, lien, charge, security interest or encumbrance (each, a “ Lien ”) prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Securities.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(d) or (e) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicable.

Section 7.7 Replacement of Trustee . A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.7.

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in Principal Amount of the then Outstanding Securities may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may by a Board Resolution remove the Trustee if:

(a) the Trustee fails to comply with Section 7.9 hereof;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(d) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company, by a Board Resolution, shall promptly appoint a successor Trustee.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in Principal Amount of the then Outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after receiving a written request to resign by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, fails to comply with Section 7.9, such Holder of a Security may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of the Securities. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.6 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.7, the Company’s obligations under Section 7.6 hereof shall continue for the benefit of the retiring Trustee.

Section 7.8 Successor Trustee by Merger, Etc. If the Trustee or any Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee or Agent, as the case may be.

Section 7.9 Eligibility; Disqualification . There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee powers, that is subject to supervision or examination by federal or state authorities and that together with its direct parent, if any, or in the case of a corporation included in a bank holding company system, its related bank holding company, has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. This Indenture shall always have a Trustee who satisfies the requirements of Section 310(a)(1), (2) and (5) of the TIA.

If the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) of the TIA, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture. For the purpose of the second paragraph of Section 310(b) of the TIA, the phrase “default (as such term is defined in such indenture, but exclusive of any period of grace or requirement of notice)” is hereby defined to mean any event which is, or after notice or lapse of time or both would become, an Event of Default. To the extent permitted by the TIA, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one Series.

Section 7.10 Preferential Collection of Claims Against Company . The Trustee is subject to Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated therein.

Section 7.11 Appointment of Authenticating Agent . The Trustee may appoint an authenticating agent or agents (“ Authenticating Agent ”) (which may be an Affiliate of the Company) with respect to one or more Series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such Series issued upon original issue and upon exchange, registration of transfer, or partial redemption or conversion, or pursuant to Section 3.7, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any of its states, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion, or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the Series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment under this Indenture shall become vested with all the rights, powers, and duties of its predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section.

If an appointment with respect to one or more Series is made pursuant to this Section, the Securities of such Series may have endorsed on it, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

This is one of the Securities of the Series designated therein referred to in the within-mentioned Indenture.

	Wilmington Trust, National Association, as Trustee

	By:
		As Authenticating Agent

	By:
		Authorized Signatory

Section 7.12 Other Capacities . All references in this Indenture to the Trustee with the exception of Section 7.1(a) shall be deemed to refer to the Trustee in its capacity as Trustee and in its capacities as any Agent, to the extent acting in such capacities, and every provision of this Indenture relating to the conduct or affecting the liability or offering protection, immunity or indemnity to the Trustee shall be deemed to apply with the same force and effect to the Trustee acting in its capacity as any Agent.

ARTICLE VIII

SATISFACTION AND DISCHARGE OF INDENTURE;
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1 Satisfaction and Discharge . This Indenture shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities expressly provided for in this Indenture) as to all Securities and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:

(a) Either:

(i) all Securities that have been authenticated, except (1) lost, stolen or destroyed Securities that have been replaced or paid; and (2) Securities for whose payment money has been deposited in trust by the Company and thereafter repaid to the Company or discharged from such Trust, have been delivered to the Trustee for cancellation; or

(ii) all such Securities not previously delivered to the Trustee for cancellation (1) have become due and payable by reason of the mailing of a notice of redemption or otherwise, or (2) will become due and payable within one year; and the Company has irrevocably deposited with the Trustee or the Paying Agent, in trust, for the benefit of the Holders of the Securities, cash in United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants (in the case of a deposit of other than just cash), to pay and discharge the entire indebtedness on the Securities not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest, to the date of maturity or redemption;

(b) the Company has paid or caused to be paid all sums payable by it under this Indenture with respect to the Securities;

(c) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or on the Redemption Date, as the case may be; and

(d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that the conditions precedent to the satisfaction and discharge of this Indenture pursuant to this Section have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities, the obligations of the Company to the Trustee under Section 7.6 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section 8.1, the obligations of the Company and the Trustee with respect to the Securities under Section 2.3, Section 2.6, Section 2.7, Section 4.2 and Section 8.6, shall survive such satisfaction and discharge.

In the event Securities of two or more Series were at any time issued under this Indenture, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to the Securities of all Series as to which it is Trustee and if the conditions of satisfaction and discharge of this Indenture contained in Section 8.5 hereof in respect of such Securities have been satisfied. In the event there are two or more Trustees under this Indenture, the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all such Trustees.

Section 8.2 Option to Effect Legal Defeasance or Covenant Defeasance . The Company may, at its option and at any time, elect to have either Section 8.3 or Section 8.4 hereof be applied to all Outstanding Securities of any Series upon compliance with the conditions set forth below in this Article VIII.

Section 8.3 Legal Defeasance and Discharge . Upon the Company’s exercise under Section 8.2 hereof of the option applicable to this Section 8.3 with respect to any Series of Securities, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.5 hereof, be deemed to have been discharged from its obligations with respect to all Outstanding Securities of that Series (hereinafter, “ Legal Defeasance ”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of that Series, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.6 hereof and the other Sections of this Indenture referred to in clause (a) below, and to have satisfied all its other obligations under such Securities and this Indenture with respect to such Securities of that Series (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Outstanding Securities of that Series to receive solely from the trust fund described in Sections 4.2 and 8.6 hereof, and as more fully set forth in such Sections, payments in respect of the principal of, premium, if any, on and interest on such Securities when such payments are due, (b) the Company’s obligations with respect to such Securities under Article II and Section 4.2 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and any Agent hereunder and the Company’s obligations in connection therewith, including, without limitation, Article VII and Section 8.6 and 8.8 hereunder, and (d) this Article VIII. Subject to compliance with this Article VIII, the Company may exercise its option under this Section 8.3 notwithstanding the prior exercise of its option under Section 8.4 hereof.

Section 8.4 Covenant Defeasance . Upon the Company’s exercise under Section 8.2 hereof of the option applicable to this Section 8.4, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.5 hereof, be released from its obligations under the covenants contained in Sections 4.4, 4.5, 4.6 and 4.7 hereof, under Section 6.1(c) hereof with respect to such covenants, and under Section 6.1(d) and Section 6.1(e) hereof with respect to the Outstanding Securities of that Series on and after the date the conditions set forth in Section 8.5 hereof are satisfied (hereinafter, “ Covenant Defeasance ”), and the Securities of that Series shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed Outstanding for all other purposes hereunder (it being understood that such Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Securities of that Series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.2 hereof of the option applicable to this Section 8.4, subject to the satisfaction of the conditions set forth in Section 8.5 hereof, Section 6.1(d) and Section 6.1(e) hereof shall not constitute Events of Default with respect to such Securities.

Section 8.5 Conditions to Legal or Covenant Defeasance . The following shall be the conditions to the application of either Section 8.3 or Section 8.4 hereof to the Outstanding Securities:

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to any Series of Securities:

(a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Securities of that Series, cash in United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, on and interest on the Outstanding Securities of that Series on the Stated Maturity or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Securities are being defeased to maturity or to a particular Redemption Date, as the case may be;

(b) in the case of an election under Section 8.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Outstanding Securities of that Series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, among other things, the defeasance trust does not constitute an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

(d) in the case of an election under Section 8.4 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(e) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (subject to customary qualifications and assumptions) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

(f) no Default or Event of Default shall have occurred with respect to that Series of Securities and be continuing on the date of such deposit or, insofar as Section 6.1(d) or Section 6.1(e) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit. Such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the TIA in respect of the Securities.

(g) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company is a party or by which the Company is bound;

(h) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that, subject to customary assumptions and exclusions, all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and

(i) the Trustee shall have received such other documents, assurances and Opinions of Counsel as the Trustee shall have reasonably required.

Section 8.6 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions . Subject to Section 4.2 and Section 8.7 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.6, the “Trustee”) pursuant to Section 8.1 or Section 8.5 hereof, as applicable, in respect of the Outstanding Securities of any Series, shall be held in trust and applied by the Trustee or the Paying Agent, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent), to the Holders of Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the written request of the Company any money or non-callable Government Securities held by it as provided in Section 8.1 or Section 8.5 hereof, as applicable, which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.1 or Section 8.5(a) hereof, as applicable), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.7 Repayment to Company . Any money deposited with the Trustee or any Paying Agent, or then held by the Company in trust for the payment of the principal of, premium, if any, on or interest on any Security and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once in The New York Times and The Wall Street Journal (national edition) notice that such money remains unclaimed and that after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 8.8 Reinstatement . If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with this Article VIII by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Indenture until such time as the Trustee or Paying Agent is permitted by such court or governmental authority to apply all such money in accordance with this Article VIII; provided , however , that, if the Company makes any payment of principal of, premium, if any, on or interest on any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX

SUPPLEMENTAL INDENTURES/AMENDMENTS

Section 9.1 Without Consent of Holders . Notwithstanding Section 9.2 of this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may, from time to time and at any time, enter into one or more Supplemental Indentures without the consent of any Holder of a Security, for one or more of the following purposes:

(a) to evidence the succession of another Person to the Company pursuant to Article V and the assumption by such successor of the Company’s covenants, agreements and obligations in this Indenture and in the Securities;

(b) to surrender any right or power conferred upon the Company by this Indenture, to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the Holders of all or any Series of Securities as the Board of Directors of the Company shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in respect of any such additional covenants, restrictions, conditions or provisions a Default or an Event of Default under this Indenture; provided , however , that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for a period of grace after default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit the remedies available to the Trustee upon such Default or may limit the right of Holders of a majority in aggregate Principal Amount of the Securities of any Series to waive such default;

(c) to cure any ambiguity or correct or supplement any provision contained in this Indenture, in any Supplemental Indenture or in any Securities that may be defective or inconsistent with any other provision contained therein;

(d) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holders of Securities of any Series;

(e) to modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any Supplemental Indenture under the TIA as then in effect;

(f) to add guarantees with respect to the Securities or to secure the Securities;

(g) to make any change that provides any additional rights or benefits to the Holders or does not adversely affect the rights of any Holder;

(h) to add to, change, or eliminate any of the provisions of this Indenture with respect to one or more Series of Securities, provided , that any such addition, change or elimination (i) shall neither (A) apply to any Security of any Series created prior to the execution of such Supplemental Indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to the benefit of such provision or (ii) become effective only when there is no such Security Outstanding;

(i) to evidence and provide for the acceptance of appointment by a successor or separate Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of this Indenture by more than one Trustee;

(j) to establish the form or terms of Securities of any Series pursuant to Section 2.4 hereof; or

(k) to comply with the rules of the Depositary.

Section 9.2 With Consent of Holders . The Company and the Trustee may enter into an indenture supplemental hereto without notice to any Holder but with the written consent of the Holders of 66 2/3% in Principal Amount of the Securities of each Series then Outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such supplemental indenture. However, without the consent of each Holder affected, no such supplemental indenture shall:

(a) make any change to the percentage of Principal Amount of the Outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;

(b) reduce the Principal Amount of (and premium, if any) or interest on, or extend the Stated Maturity or interest payment periods of any Security; or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof, pursuant to Section 6.1 hereof.

(d) make any change that adversely affects such Holder’s right to require the Company to purchase the Securities in accordance with the terms thereof and this Indenture;

(e) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; or

(f) make any change in Section 6.4 or Section 6.7 or sub-clause (b) of this Section 9.2.

Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such Supplemental Indenture, and upon receipt by the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2 and Section 9.5 hereof, the Trustee shall join with the Company in the execution of such Supplemental Indenture unless such Supplemental Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may, but shall not be obligated to, enter into such Supplemental Indenture.

It shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent approves the substance thereof.

After any Supplemental Indenture under this Article becomes effective, the Company may give to the Holders of Securities, in a manner provided for in this Indenture, a notice briefly describing such Supplemental Indenture; provided , however , that the failure to give such notice to all Holders of Securities, or any defect therein, shall not impair or affect the validity of such Supplemental Indenture.

Section 9.3 Compliance with Trust Indenture Act . Every Supplemental Indenture executed pursuant to this Article shall comply with the TIA, as then in effect.

Section 9.4 Notation on or Exchange of Securities . Securities of any Series authenticated and delivered after the execution of any Supplemental Indenture pursuant to this Article may, and shall if required by the Company, bear a notation in form approved by the Company as to any matter provided for in such Supplemental Indenture. If the Company shall so determine, new Securities of any Series so modified as to conform, in the opinion of the Trustee and the Company, to any such Supplemental Indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for all Outstanding Securities of such Series.

Section 9.5 Trustee to Sign Supplemental Indentures . The Trustee shall sign any Supplemental Indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign a Supplemental Indenture until the Board of Directors approves it. In executing any Supplemental Indenture, the Trustee shall be entitled to receive and (subject to Section 7.1 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 10.5 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such Supplemental Indenture is authorized or permitted by this Indenture.

Section 9.6 Effect of Supplemental Indentures . Upon the execution of any Supplemental Indenture under this Article, this Indenture shall be modified in accordance with such Supplemental Indenture, and such Supplemental Indenture shall form a part of this Indenture for all purposes; and every Holder of Securities previously or subsequently authenticated and delivered under this Indenture shall be bound by such Supplemental Indenture. However, a Supplemental Indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series of Securities, or which modifies the rights of the Holders of Securities of such Series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other Series.

ARTICLE X

MISCELLANEOUS

Section 10.1 Trust Indenture Act Controls . If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of the TIA, the duties imposed by Section 318(c) of the TIA shall control.

Section 10.2 Notices, Etc. to Trustee and Company . Any request, demand, authorization, direction, notice, consent, waiver or other act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished or delivered to, or filed with,

(a) the Trustee by any Holder or the Company shall be sufficient for every purpose hereunder if made, given, furnished or delivered or filed in writing to or with the Trustee at Corporate Trust Office of the Trustee; or

(b) the Company, by the Trustee or any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and delivered personally, mailed postage prepaid by first class mail, registered or certified mail, sent by overnight courier service or sent by email or facsimile to (until another address is filed by the Company with the Trustee for this purpose):

	Astoria Financial Corporation
	One Astoria Bank Plaza
	Lake Success, New York 11042
	Attention: General Counsel
	Fax: 516-433-3564
	Email: ddebaun@astoriabank.com

	and

	Arnold & Porter Kaye Scholer LLP
	250 West 55th Street
	New York, NY 10019-9710
	Attention: Robert C. Azarow, Esq.
	Email: Robert.Azarow@apks.com

The Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications. All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; and when receipt is acknowledged by the recipient, if sent by email or facsimile.

Section 10.3 Notice to Holders; Waiver . Where this Indenture provides for notice to Holders, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event at such Holder’s address as it appears on the Security Register kept by the Registrar, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including any notice of redemption) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the customary procedures of the Depositary or its designee, including by electronic mail in accordance with the Applicable Procedures or the Depositary’s other operational arrangements. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In the case of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 10.4 Communication by Holders with Other Holders . Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the TIA.

Section 10.5 Certificate and Opinion as to Conditions Precedent . Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 10.6 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 10.6 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with.

Section 10.6 Statements Required in Certificate or Opinion . Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 314(a)(4) of the TIA) shall comply with the provisions of Section 314(e) of the TIA and shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 10.7 Form of Documents Delivered to Trustee . In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers of the Company, stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidations and form one instrument.

Section 10.8 Rules by Trustee and Agents . The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 10.9 Limitation on Individual Liability . No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, shareholder, employee, officer, or director, as such, past, present or future, of the Company, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely obligations of the Company, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, shareholders, employees, officers or directors, as such, of the Company, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any Security or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute or otherwise, of, and any and all such rights and claims against, every such incorporator, shareholder, employee, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any Security or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for the issuance of the Securities.

Section 10.10 Governing Law . This Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law principles thereof other than Section 5-1401 of the New York General Obligations Law.

Section 10.11 Waiver of Jury Trial . EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 10.12 Benefits of Indenture . Nothing in this Indenture or in the Securities, express or implied, shall give to any Person other than the parties hereto and their successors hereunder and the Holders of the Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 10.13 Severability . In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 10.14 Table of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 10.15 Execution . This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or electronic format (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (i.e., “pdf” or “tif”) shall be deemed to be their original signatures for all purposes.

Section 10.16 Force Majeure . In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 10.18 Patriot Act . The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Indenture, as of the date first above written.

	ASTORIA FINANCIAL CORPORATION

	By:	/s/ Frank F. Fusco
		Name: Frank F. Fusco
		Title: Senior Executive Vice President and Chief Financial Officer

	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	as Trustee

	By:	/s/ Jane Y. Schweiger
		Name: Jane Y. Schweiger
		Title: Vice President

Exhibit 4.2

ASTORIA FINANCIAL CORPORATION,

as Issuer

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of June 8, 2017

INDENTURE

Dated as of June 8, 2017

(Senior Debt Securities)

3.500% SENIOR NOTES DUE 2020

Table of Contents

		Page

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1
Section 1.01	Definitions	1
Section 1.02	Conflicts with Base Indenture	2

ARTICLE II CREATION OF THE NOTES		2
Section 2.01	Designation of Series	2
Section 2.02	Form and Denomination of Notes	2
Section 2.03	Initial Limit on Amount of Series	3
Section 2.04	No Sinking Fund or Repurchase at the Option of Holders	3
Section 2.05	Optional Redemption	3
Section 2.06	Notes Not Convertible or Exchangeable	3
Section 2.07	Issuance of Notes; Selection of Depositary	3
Section 2.08	Issuance of Additional Notes	3
Section 2.09	Dollars	3
Section 2.10	Determination of Principal and Interest	4
Section 2.11	Defeasance Applicable to Notes	4
Section 2.12	Paying Agent and Security Registrar	4

ARTICLE III COVENANTS		4
Section 3.01	Ownership of Material Subsidiary Stock	4
Section 3.02	Liens	5
Section 3.03	Waiver of Covenants	6

ARTICLE IV COVENANT DEFEASANCE		7
Section 4.01	Covenant Defeasance Applicable to Notes	7

ARTICLE V REMEDIES		7
Section 5.01	Events of Default	7
Section 5.02	Acceleration	8

ARTICLE VI MISCELLANEOUS		10
Section 6.01	Application of Supplemental Indenture	10
Section 6.02	Benefits of this Supplemental Indenture	10
Section 6.03	Modification of the Base Indenture	10
Section 6.04	Reports by the Company	10
Section 6.05	Effective Date	10
Section 6.06	Counterparts	10
Section 6.07	Successors and Assigns	11
Section 6.08	Table of Contents, Headings, Etc.	11
Section 6.09	Separability Clause	11
Section 6.10	Satisfaction and Discharge	11
Section 6.11	Ratification of the Base Indenture	11
Section 6.12	Governing Law	11
Section 6.13	Trustee Disclaimer	11

Exhibit A	Form of Note	A-1

FIRST SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of June 8, 2017, by and between Astoria Financial Corporation, a Delaware corporation (the “ Company ”), and Wilmington Trust, National Association, as trustee.

RECITALS

WHEREAS, the Company and the Trustee have entered into the Indenture, dated as of the date hereof (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “ Base Indenture ” and, as amended, modified and supplemented by this Supplemental Indenture, the “ Indenture ”), providing for the issuance by the Company from time to time of its senior debt securities;

WHEREAS, no Securities have been issued under the Base Indenture and there do not currently exist any Holders;

WHEREAS, the Company desires to provide for the establishment of a new series of Securities pursuant to Sections 2.1 and 2.4 of the Base Indenture, and has duly authorized the creation and issuance of such series and the execution and delivery of this Supplemental Indenture to modify the Base Indenture and provide certain additional provisions as hereinafter described;

WHEREAS, the Company and the Trustee deem it advisable to enter into this Supplemental Indenture for the purposes of establishing the terms of such new series of Securities and providing for the rights, obligations and duties of the Trustee with respect to such series of Securities;

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by a resolution of the Board of Directors of the Company; and

WHEREAS, all conditions and requirements of the Base Indenture necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto;

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, the Company and the Trustee covenant and agree, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01 Definitions . Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Base Indenture. The words “herein”, “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

As used herein, the following terms have the specified meanings:

“ Additional Notes ” has the meaning set forth in Section 2.08 of this Supplemental Indenture.

“ Base Indenture ” has the meaning specified in the recitals of this Supplemental Indenture.

“ Company ” has the meaning specified in the preamble of this Supplemental Indenture until a successor corporation shall have become such pursuant to the applicable provisions of the Base Indenture, and thereafter “Company” shall mean such successor corporation.

“ Consolidated Assets ” means all assets owned directly by the Company or indirectly by the Company through any Subsidiary and reflected on the Company’s consolidated balance sheet prepared in accordance with GAAP.

“ Indenture ” has the meaning specified in the recitals of this Supplemental Indenture.

“ Notes ” has the meaning set forth in Section 2.01 of this Supplemental Indenture.

“ Supplemental Indenture ” has the meaning specified in the preamble of this Supplemental Indenture.

“ Trustee ” means the party named as such in the preamble to this Supplemental Indenture until a successor replaces such party in accordance with the applicable provisions of the Indenture and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder.

Section 1.02 Conflicts with Base Indenture . In the event that any provision of this Supplemental Indenture limits, qualifies or conflicts with a provision of the Base Indenture, such provision of this Supplemental Indenture shall control.

ARTICLE II
CREATION OF THE NOTES

Section 2.01 Designation of Series . Pursuant to the terms hereof and Sections 2.1 and 2.4 of the Base Indenture, the Company hereby creates a series of its senior debt securities designated as the “3.500% Senior Notes due 2020” (the “ Notes ”), which Notes shall be deemed “Securities” for all purposes under the Indenture.

Section 2.02 Form and Denomination of Notes . The definitive form of the Notes, which shall be issued in global form, shall be substantially in the form of Exhibit A hereto, which is incorporated herein and expressly made a part hereof. The Notes shall bear interest and have such other terms as are stated in the form of definitive Notes and in the Indenture. The Stated Maturity of the Notes shall be June 8, 2020. The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $2,000 and any multiple of $1,000 in excess thereof.

Section 2.03 Initial Limit on Amount of Series . The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $200,000,000. The Notes may, upon the execution and delivery of this Supplemental Indenture or from time to time thereafter, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon the delivery of a Company Order. Following the initial issuance of the Notes, the aggregate principal amount of Notes may be increased as provided in Section 2.08.

Section 2.04 No Sinking Fund or Repurchase at the Option of Holders . No sinking fund will be provided with respect to the Notes. The Company will not be obligated to redeem the Notes at the option of the Holders.

Section 2.05 Optional Redemption . The Company at its option may, at any time on or after the date that is 30 days prior to the Stated Maturity, redeem the Notes, in whole or in part, upon payment of a redemption price equal to 100% of the Principal Amount of the Notes to be redeemed plus accrued and unpaid interest on the Principal Amount of Notes being redeemed to the Redemption Date.

Section 2.06 Notes Not Convertible or Exchangeable . The Notes will not be convertible into or exchangeable for common stock or other securities or property.

Section 2.07 Issuance of Notes; Selection of Depositary . The Notes shall be issued as Global Securities in permanent global form, without coupons. The initial Depositary for the Notes shall be DTC.

Section 2.08 Issuance of Additional Notes . From time to time subsequent to the date hereof, without the consent of the Holders of the Notes but in compliance with the terms of the Indenture, the Company may create and issue additional Notes (the “ Additional Notes ”) under the terms of the Indenture and this Supplemental Indenture (and without need to execute any additional supplemental indenture); provided, that no Additional Notes shall be issued unless such Additional Notes will be fungible for U.S. federal income tax and securities law purposes with Notes originally issued pursuant to this Supplemental Indenture. The Additional Notes shall be issued as part of the existing series of Notes issued pursuant to this Supplemental Indenture and shall have terms identical in all material respects (except for the issue date, issue price, initial interest accrual date and the first interest payment date) to any Outstanding Notes and shall be treated together with any Outstanding Notes as a single series of Notes for all purposes under the Indenture. Any Additional Notes issued hereunder shall rank equally and ratably with the Notes originally issued pursuant to this Supplemental Indenture, shall have the same CUSIP number and shall trade interchangeably with such Notes and shall otherwise constitute Notes for all other purposes hereof. Any Additional Notes may be issued pursuant to authorization provided by one or more Board Resolutions. No Additional Notes shall be issued at any time that there is an Event of Default under the Indenture with respect to the Notes that has occurred and is continuing, or an event that, with notice or the lapse of time, or both, would become an Event of Default.

Section 2.09 Dollars . The principal of and interest on the Notes shall be payable in United States dollars.

Section 2.10 Determination of Principal and Interest . The amount of payments of principal and interest on the Notes shall not be determined with reference to an index or formula, but rather shall be determined as set forth in the Note.

Section 2.11 Defeasance Applicable to Notes . Pursuant to Sections 2.4(13) and 8.2 of the Base Indenture, provision is hereby made for both (i) legal defeasance of the Notes under Section 8.3 of the Base Indenture and (ii) covenant defeasance of the Notes under Section 8.4, in each case, upon the terms and conditions contained in Article VIII of the Base Indenture.

Section 2.12 Paying Agent and Security Registrar . The Company appoints the Trustee as the Registrar and Paying Agent for the Notes, and the Trustee hereby accepts such appointment.

ARTICLE III
COVENANTS

Pursuant to Section 2.4(16) of the Base Indenture, so long as any of the Notes are Outstanding, the following provisions shall be applicable to the Notes in addition to the covenants contained in Article IV of the Base Indenture:

Section 3.01 Ownership of Material Subsidiary Stock . Subject to the provisions of Article V of the Base Indenture, so long as any of the Notes are outstanding, the Company:

(a) will not, nor will it permit the Material Subsidiary to, directly or indirectly, sell, assign, pledge, transfer or otherwise dispose of any shares of, securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Material Subsidiary, nor will the Company permit the Material Subsidiary to issue any shares of, or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Material Subsidiary if, in each case, after giving effect to any such transaction and to the issuance of the maximum number of shares of Voting Stock of the Material Subsidiary issuable upon the exercise of all such convertible securities, options, warrants or rights, the Company would cease to own, directly or indirectly, at least 80% of the issued and outstanding Voting Stock of the Material Subsidiary; and

(b) will not permit the Material Subsidiary to:

(i) merge or consolidate with or into any corporation or other Person, unless the Company is the surviving corporation or Person, or unless, upon consummation of the merger or consolidation, the Company will own, directly or indirectly, at least 80% of the surviving corporation’s issued and outstanding Voting Stock; or

(ii) lease, sell, assign or transfer all or substantially all of its properties and assets to any Person (other than the Company) in a single transaction or series of related transactions, unless, upon such sale, assignment or transfer, the Company will own, directly or indirectly, at least 80% of the issued and outstanding Voting Stock of that Person.

Notwithstanding the foregoing, any such sale, assignment, pledge, transfer, disposition or issuance of securities, any such merger or consolidation or any such lease, sale, assignment or transfer of properties and assets shall not be prohibited if: (A) required by law and such sale, assignment, pledge, transfer, disposition or issuance of securities is made to any Person for the purpose of the qualification of such Person to serve as a director; (B) such sale, assignment, pledge, transfer, disposition or issuance of securities is made by the Company or any of its Subsidiaries acting in a fiduciary capacity for any Person other than the Company or any Subsidiary; (C) made in connection with the consolidation of the Company with or the sale, lease or conveyance of all or substantially all of the assets of the Company to, or merger of the Company with or into any other Person (as to which Article V of the Base Indenture shall apply); (D) required by any law or any rule, regulation or order of any governmental agency or authority; or (E) required as a condition imposed by any law or any rule, regulation or order of any governmental agency or authority to the acquisition by the Company, directly or indirectly, through purchase of stock or assets, merger, consolidation or otherwise, of any Person; provided, that, in the case of (E) only, after giving effect to such disposition and acquisition, (y) at least 80% of the issued and outstanding Voting Stock of such Person will be owned, directly or indirectly, by the Company, and (z) the Consolidated Assets of the Company will be at least equal to 70% of the Consolidated Assets of the Company prior thereto. Nothing in this Section 3.01 shall prohibit the Company or any Material Subsidiary from the sale or transfer of assets pursuant to any securitization transaction or the pledge of any assets to secure borrowings incurred in the ordinary course of business, including, without limitation, deposit liabilities, mortgage escrow funds, reverse repurchase agreements, Federal Home Loan Bank of New York, recourse obligations incurred in connection with the Material Subsidiary’s lending activities and letters of credit.

Section 3.02 Liens . The Company will not, nor will the Company permit the Material Subsidiary to, create, assume, incur or suffer to be created, assumed or incurred or to exist, any pledge, encumbrance or lien, as security for indebtedness for borrowed money, upon any shares of Voting Stock of the Material Subsidiary (or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of that Voting Stock), directly or indirectly, without making effective provision whereby the Notes shall be equally and ratably secured with any and all such indebtedness if, treating such pledge, encumbrance or lien as a transfer of the shares of, or securities convertible into or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Material Subsidiary subject thereto to the secured party and after giving effect to the issuance of the maximum number of shares of Voting Stock of the Material Subsidiary issuable upon the exercise of all such convertible securities, options, warrants or rights, the Company would not continue to own at least 80% of the issued and outstanding Voting Stock of the Material Subsidiary. Notwithstanding the foregoing, this Section shall not apply to any:

(a) pledge, encumbrance or lien upon any such shares of Voting Stock to secure indebtedness of the Company or a Subsidiary as part of the purchase price of such shares of Voting Stock, or incurred prior to, at the time of or within 120 days after acquisition thereof for the purpose of financing all or any part of the purchase price thereof;

(b) lien for taxes, assessments or other government charges or levies (i) which are not yet due or payable without penalty, (ii) which the Company is contesting in good faith by appropriate proceedings so long as the Company has set aside on its books such reserves as shall be required in respect thereof in conformity with GAAP or (iii) which secure obligations of less than $1 million in amount;

(c) lien of any judgment, if that judgment (i) is discharged, or stayed on appeal or otherwise, within 60 days, (ii) is currently being contested in good faith by appropriate proceedings so long as the Company has set aside on its books such reserves as shall be required in respect thereof in conformity with GAAP or (iii) involves claims of less than $1 million; or

(d) any pledge or lien on the Voting Stock of the Material Subsidiary to secure a loan or other extension of credit by a Subsidiary subject to Section 23A of the Federal Reserve Act.

In case the Company or the Material Subsidiary shall propose to create, assume, incur or suffer to be created, assumed or incurred or to exist, any pledge, encumbrance or lien, as security for indebtedness for borrowed money, upon any shares of Voting Stock of the Material Subsidiary (or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of that Voting Stock), directly or indirectly, other than as permitted by subdivisions (a) to (d), inclusive, of this Section, the Company will prior thereto give written notice thereof to the Trustee, and will prior to or simultaneously with such pledge, encumbrance or lien, by supplemental indenture delivered to the Trustee, in form satisfactory to it, effectively secure all the Notes equally and ratably with such indebtedness, by pledge, encumbrance or lien of such Voting Stock. Such supplemental indenture shall contain the provisions, concerning the possession, control, release and substitution of encumbered and pledged property and securities and other appropriate matters which are required or permitted by the TIA (as in effect at the date of execution of such supplemental indenture) to be included in a secured indenture qualified under the TIA, and may also contain such additional and mandatory provisions permitted by the TIA as the Company and the Trustee shall deem advisable or appropriate or as the Trustee shall deem necessary in connection with such pledge, encumbrance or lien.

Section 3.03 Waiver of Covenants . In accordance with Section 4.8 of the Base Indenture, the Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 3.01 to 3.02 hereof, inclusive, with respect to the Notes if before the time for such compliance the Holders of at least a majority in Principal Amount of the Outstanding Notes, by Act of such Holders, either shall waive such compliance in such instance or generally waived compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

ARTICLE IV
COVENANT DEFEASANCE

Section 4.01 Covenant Defeasance Applicable to Notes . If the Company effects covenant defeasance pursuant to Article VIII of the Base Indenture, then the Company shall, subject to the satisfaction of the conditions set forth in Section 8.5 of the Base Indenture, also be released from its obligations under the covenants contained in Article III of this Supplemental Indenture, under Section 6.1(c) of the Base Indenture with respect to such covenants and under Section 6.1(f) of the Base Indenture with respect to the Outstanding Notes on and after the date the conditions set forth in Section 8.5 of the Base Indenture are satisfied.

ARTICLE V
REMEDIES

Section 5.01 Events of Default . Pursuant to Section 2.4(17) of the Base Indenture, Section 6.1 of the Base Indenture is hereby deleted and replaced in its entirety with the following:

Section 6.1 Events of Default . Each of the following constitutes an “Event of Default”:

(a) the Company defaults in the payment of any installment of interest on any of the Notes as and when the same shall become due and payable, and such default continues for a period of 30 days;

(b) the Company defaults in the payment when due of all or any part of the principal or premium, if any, of any of the Notes as and when the same shall become due and payable either at maturity, upon any redemption, by declaration of acceleration of maturity or otherwise;

(c) the Company fails to perform any other covenant or agreement on the part of the Company contained in the Notes or in this Indenture and such failure continues for a period of 90 days after the date on which notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, shall have been given, by registered or certified mail (or, if registered or certified mail is not then offered by the U.S. Post Office, by first class mail return receipt requested), to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% in aggregate Principal Amount of the Notes at the time Outstanding;

(d) a court having jurisdiction in the premises shall enter (i) a decree or order for relief in respect of the Company or a Material Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law now or hereafter in effect, (ii) or a decree or order adjudging the Company or a Material Subsidiary bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Company or a Material Subsidiary under any Bankruptcy Law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of the Company or a Material Subsidiary or for any substantial part of its property or ordering the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;

(e) the Company or a Material Subsidiary shall commence a voluntary case or proceeding under any Bankruptcy Law now or hereafter in effect or any other case or proceeding to be adjudicated a bankrupt or insolvent, or consent to the entry of a decree or order for relief in respect of the Company or a Material Subsidiary in an involuntary case or proceeding under any such law, or to the commencement of any bankruptcy or insolvency case or proceeding against the Company or a Material Subsidiary, or the filing by the Company or a Material Subsidiary of a petition or answer to consent seeking reorganization or relief under any such applicable federal or state law, or the consent by the Company or a Material Subsidiary to the filing of such petition or to the appointment of or the taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or a Material Subsidiary or of any substantial part of its property, or the making by the Company or a Material Subsidiary of an assignment for the benefit of creditors, or the taking of action by the Company or a Material Subsidiary in furtherance of any such action; or

(f) The Company or a Material Subsidiary defaults under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company or a Material Subsidiary having an aggregate principal amount outstanding of at least $50,000,000, or under any mortgage, indenture or instrument (including the Indenture) under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company or a Material Subsidiary having an aggregate principal amount outstanding of at least $50,000,000, whether such indebtedness now exists or is created in the future, which default (i) constitutes a failure to pay any portion of the principal of such indebtedness when due and payable after the expiration of any applicable grace period or (ii) results in such indebtedness becoming due or being declared due and payable prior to the date on which it otherwise would have become due and payable without, in the case of clause (i), such indebtedness having been discharged or, in the case of clause (ii), without such indebtedness having been discharged or such acceleration having been rescinded or annulled.

Upon becoming aware of any Event of Default, the Company shall promptly deliver to the Trustee a written statement specifying such Event of Default.

Section 5.02 Acceleration . Pursuant to Section 2.4(17) of the Base Indenture, Section 6.2 of the Base Indenture is hereby deleted and replaced in its entirety with the following:

Section 6.2 Acceleration .

(a) If any Event of Default specified in Sections 6.1(a), 6.1(b), 6.1(c) or 6.1(f) with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate Principal Amount of the then Outstanding Notes may declare the Principal Amount (or, if any of the Notes are Original Issue Discount Securities, such portion of the Principal Amount of such Notes as may be specified in the terms thereof) of all the Notes (and premium, if any) and interest accrued thereon to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by the Holders of the Outstanding Notes) and upon any such declaration, such Principal Amount (or such specified portion of the Principal Amount) shall become immediately due and payable.

(b) If any Event of Default specified in Section 6.1(d) or 6.1(e) with respect to the Notes occurs, the Principal Amount (or, if any of the Notes are Original Issue Discount Securities, such portion of the Principal Amount of such Notes as may be specified in the terms thereof) of all the Notes (and premium, if any) and interest accrued thereon shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable; provided, however, that if an Event of Default specified in Section 6.1(d) or 6.1(e) solely with respect to a Material Subsidiary occurs and is continuing, the Principal Amount of such Notes and interest accrued thereon shall not automatically become immediately due and payable, but may be accelerated by the Trustee or the Holders in accordance with the provisions of Section 6.2(a).

(c) The Holders of a majority in aggregate Principal Amount of the Outstanding Notes with respect to which the Event of Default has occurred, by written notice to the Company and the Trustee, may on behalf of the Holders of all of the Notes rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and if:

(i) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Notes, (B) the principal of (and premium, if any, on) any Notes which have become due otherwise than by such acceleration and any interest thereon at the rate or rates prescribed therefor in the Notes, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in the Notes, and (D) all sums paid or advanced by the Trustee hereunder and the compensation and reasonable expenses, disbursements and advances of the Trustee, its agents and counsel; and

(ii) all existing Events of Default with respect to the Notes (other than the nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

(d) For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions of this Indenture, then, from and after the date of such Event of Default, unless such Event of Default has been rescinded and annulled as provided above, the Principal Amount of such Original Issue Discount Securities shall be deemed, for all purposes under this Indenture, to be such portion of the principal as shall be due and payable as a result of such acceleration, and the payment of such portion of the principal as shall be due and payable as a result of such acceleration, together with interest, if any, on such portion and all other amounts owing under such Original Issue Discount Security, shall constitute payment in full of such Original Issue Discount Securities.

ARTICLE VI
MISCELLANEOUS

Section 6.01 Application of Supplemental Indenture . Each and every term and condition contained in this Supplemental Indenture that modifies, amends or supplements the terms and conditions of the Base Indenture shall apply only to the Notes created hereby and not to any other series of Securities established under the Base Indenture. The terms of this Supplemental Indenture may be modified as set forth in Article IX of the Base Indenture.

Section 6.02 Benefits of this Supplemental Indenture . Nothing in this Supplemental Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto, any Registrar, any Paying Agent, any Authenticating Agent and their successors under the Indenture, and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Base Indenture or this Supplemental Indenture.

Section 6.03 Modification of the Base Indenture . Except as expressly provided by this Supplemental Indenture, the provisions of the Base Indenture shall govern the terms and conditions of the Notes.

Section 6.04 Reports by the Company . The Company shall be deemed to have complied with the first sentence of Section 4.4 of the Base Indenture if (i) such reports are filed with the SEC via the EDGAR filing system, (ii) such reports are currently available and (iii) the Company electronically delivers to the Trustee a link to the EDGAR filing each time the Company files such a report.

Section 6.05 Effective Date . This Supplemental Indenture shall be effective as of the date first above written and upon the execution and delivery hereof by each of the parties hereto.

Section 6.06 Counterparts . This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic format (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (i.e., “pdf” or “tif”) shall be deemed to be their original signatures for all purposes.

Section 6.07 Successors and Assigns . All covenants and agreements in the Base Indenture, as supplemented and amended by this Supplemental Indenture, by the Company will bind its successors and assigns, whether so expressed or not.

Section 6.08 Table of Contents, Headings, Etc. . The Table of Contents and Article and Section headings in this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 6.09 Severability Clause . In case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 6.10 Satisfaction and Discharge . The Company shall be deemed to have satisfied all of its obligations under this Supplemental Indenture upon compliance with the provisions of Section 8.3 of the Base Indenture relating to legal defeasance of the Notes, to the extent set forth in Section 8.2 of the Base Indenture.

Section 6.11 Ratification of the Base Indenture . The Base Indenture as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture will be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 6.12 Governing Law . This Supplemental Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law principles thereof other than Section 5-1401 of the New York General Obligations Law.

Section 6.13 Trustee Disclaimer . The Trustee accepts the amendments of the Base Indenture effected by this Supplemental Indenture, but on the terms and conditions set forth in the Base Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to (i) any of the recitals contained herein, all of which recitals are made solely by the Company, (ii) the proper authorization hereof by the Company by action or otherwise, (iii) the due execution hereof by the Company, (iv) the consequences of any amendment herein provided for, (v) the validity or adequacy of this Supplemental Indenture or the Notes, (vi) the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of the Indenture, (vii) the use or application of any money received by any Paying Agent other than the Trustee, or (viii) any other document in connection with the sale of the Notes or pursuant to the Indenture other than its certificate of authentication.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first written above.

	ASTORIA FINANCIAL CORPORATION

	By:	/s/ Frank F. Fusco
		Name: Frank F. Fusco
		Title: Senior Executive Vice President and Chief Financial Officer

	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	as Trustee

	By:	/s/ Jane Y. Schweiger
		Name: Jane Y. Schweiger
		Title: Vice President

[Signature Page to First Supplemental Indenture]

EXHIBIT A

Form of Note

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO IN THIS SECURITY AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR ITS NOMINEE. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE OR A SUCCESSOR OF SUCH DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPTED IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITARY OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

THIS NOTE IS AN UNSECURED SENIOR DEBT OBLIGATION OF ASTORIA FINANCIAL CORPORATION. THIS NOTE IS NOT A DEPOSIT OR SAVINGS ACCOUNT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

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ANY PURCHASER OR HOLDER OF THE NOTES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS ACQUISITION OF THE NOTES THAT EITHER (1) IT IS NOT A PENSION, PROFIT-SHARING OR OTHER EMPLOYEE BENEFIT PLAN (EACH, A “ PLAN ”) SUBJECT TO THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ ERISA ”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY (A “ PLAN ASSET ENTITY ”) OR AN EMPLOYEE BENEFIT PLAN THAT IS A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA), A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA) OR A NON-U.S. PLAN (AS DESCRIBED IN SECTION 4(B)(4) OF ERISA) (EACH, A “ NON-ERISA ARRANGEMENT ”) AND IS NOT PURCHASING THE NOTES ON BEHALF OF OR WITH THE ASSETS OF ANY PLAN, PLAN ASSET ENTITY OR NON-ERISA ARRANGEMENT OR (2) THE ACQUISITION OF THE NOTES WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR A SIMILAR VIOLATION UNDER ANY OTHER APPLICABLE FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS.

ANY PURCHASER OR HOLDER OF THE NOTES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS ACQUISITION OF THE NOTES THAT, IF IT IS OR IS ACTING ON BEHALF OF, A PLAN ASSET ENTITY, (A) THE PLAN ASSET ENTITY IS REPRESENTED BY AN INDEPENDENT FIDUCIARY THAT IS A BANK, INSURANCE CARRIER, REGISTERED INVESTMENT ADVISER, REGISTERED BROKER-DEALER OR AN INDEPENDENT FIDUCIARY WITH AT LEAST $50 MILLION OF ASSETS UNDER MANAGEMENT OR CONTROL, IN EACH CASE WITHIN THE MEANING OF 29 C.F.R. 2510.3-21, (B) SUCH INDEPENDENT FIDUCIARY HAS EXERCISED INDEPENDENT JUDGEMENT IN EVALUATING WHETHER TO PURCHASE THIS NOTE AND (C) THE INDEPENDENT FIDUCIARY IS CAPABLE OF EVALUATING INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND WITH RESPECT TO THIS NOTE. EACH PURCHASER OR HOLDER OF THE NOTES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE ACKNOWLEDGED BY ITS ACQUISITION OF THE NOTES THAT (A) NEITHER ASTORIA FINANCIAL CORPORATION NOR THE UNDERWRITERS ARE UNDERTAKING TO PROVIDE IMPARTIAL INVESTMENT ADVICE, OR TO GIVE ADVICE IN ANY FIDUCIARY CAPACITY, IN CONNECTION WITH ITS INVESTMENT IN THIS NOTE AND (B) THE PROSPECTUS SUPPLEMENT AND THE INDENTURE FAIRLY INFORMS SUCH FIDUCIARY OF THE EXISTENCE AND NATURE OF THE FINANCIAL INTERESTS OF ASTORIA FINANCIAL CORPORATION, THE UNDERWRITERS AND OTHER PARTIES.

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CUSIP No. __________

ASTORIA FINANCIAL CORPORATION

___% SENIOR NOTES DUE 2020

No. ____

$___________

ASTORIA FINANCIAL CORPORATION, a Delaware corporation (the “ Company ”), for value received, herein promises to pay to CEDE & CO., or its registered assigns, the principal sum of _____________ DOLLARS ($_________), or such lesser amount as is indicated in the records of the Trustee and the Depositary, on June __, ____.

Interest Payment Dates: _______________ and _______________ of each year, commencing on ________, ____.

Record Dates: _______________ and _______________

Reference is made to the further provisions of this Note contained herein, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof or an Authenticating Agent by the manual signature of one of their respective authorized signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

	Astoria Financial Corporation

	By:
		Name:
		Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the Series designated therein referred to in the within-mentioned Indenture.

Dated: ____ __, ____	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	as Trustee

	By:
		Authorized Signatory

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(Reverse of Note)

Astoria Financial Corporation

___% Senior Notes due 2020

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. Interest . Astoria Financial Corporation (the “ Company ”), a Delaware corporation, promises to pay interest on the Principal Amount of this Note at ____% per annum from ____ __, ____ until maturity. The Company shall pay interest semi-annually in arrears on _______________ and _______________ of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “ Interest Payment Date ”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided , that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided , further , that the first Interest Payment Date shall be _______________. Interest will be computed on the basis of a 360-day year of twelve 30-day months and interest for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the number of days elapsed in any partial month.

2. Method of Payment . The Company will pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on the _______________ or _______________ next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.19 of the Indenture (as herein defined) with respect to defaulted interest. If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay. For Notes held in definitive form, payments of interest may be made, at the Company’s option, by (i) mailing a check for such interest payable to or upon the written order of the Person entitled thereto, to the address of such Person as it appears on the Security Register or (ii) transfer to an account maintained by the payee located inside the United States. For Notes held in global form, payments shall be made through the Depositary, or its nominee, as the registered owner of the Notes. All such payments shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. Paying Agent and Registrar . Initially, Wilmington Trust, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

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4. Indenture . This Note is one of the ___% Senior Notes due 2020 (the “ Notes ”) issued under the Indenture, dated as of ____ __, ____ (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “ Base Indenture ” and, as amended, modified and supplemented by the First Supplemental Indenture, dated as of ____ __, ____, the “ Indenture ”), by and between the Company and the Trustee. This Note is a “Global Security” and the Notes are “Global Securities” under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA as in effect on the date on which the Indenture was qualified under the TIA. The Notes are subject to all such terms, and Holders of the Notes are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. Optional Redemption . The Notes may be redeemed at any time on or after the date that is 30 days prior to the maturity date at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at a price equal to 100% of the Principal Amount of the Notes to be redeemed plus accrued and unpaid interest on the Principal Amount of the Notes being redeemed to the Redemption Date. In addition to the Company’s right to redeem the Notes as provided in the Indenture, the Company may at any time and from time to time purchase Notes in open market transactions, tender offers or otherwise.

6. Notice of Redemption . Notice of redemption will be mailed, by first class mail, at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address; provided that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. Notes to be redeemed shall, on the Redemption Date, become due and payable at the redemption price, and from and after such date (unless the Company shall default in the payment of the redemption price) such Notes shall cease to bear interest. The Company shall deposit with the Trustee or with the Paying Agent, one Business Day prior the Redemption Date, money sufficient to pay the redemption price on all Notes to be redeemed on that date.

7. Denominations, Transfer, Exchange . The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company and the Registrar need not exchange or register the transfer of any Note selected for redemption, in whole or in part, except for the unredeemed portion of any Note being redeemed in part. The Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date.

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8. Persons Deemed Owners . The registered Holder of a Note may be treated as its owner for all purposes.

9. Amendment, Supplement and Waiver . The Base Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into one or more Supplemental Indentures without notice to any Holder but with the written consent of the Holders of 66 2/3% in Principal Amount of the Securities of each Series then Outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such Supplemental Indenture. In addition, the Base Indenture permits the Company and the Trustee to enter into one or more Supplemental Indentures without the consent of any Holder for certain specified purposes as therein provided, including: to cure any ambiguity or correct or supplement any provision contained in the Base Indenture, in any Supplemental Indenture or in any Securities that may be defective or inconsistent with any other provision contained therein; to add additional covenants or restrictions for the protection of the Holders; to evidence the succession of another Person to the Company pursuant to Article V of the Base Indenture and the assumption by such successor of the Company’s covenants, agreements and obligations in the Base Indenture and in the Securities; to modify the Base Indenture in such a manner as to permit the qualification of the Base Indenture or any Supplemental Indenture under the TIA; to make any change that does not adversely affect the rights of any Holder; and to establish the form or terms of Securities of any Series pursuant to Section 2.4 of the Base Indenture. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each Series at the time Outstanding, on behalf of the Holders of all Securities of such Series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

10. Defaults and Remedies . If any Event of Default, other than an Event of Default relating to bankruptcy, insolvency, reorganization or similar events of the Company, with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in Principal Amount of the then outstanding Notes may declare the Principal Amount of all the Notes and interest accrued thereon to be due and payable immediately. If an Event of Default relating to bankruptcy, insolvency, reorganization or similar events of the Company shall occur, the Principal Amount of the Notes and interest accrued thereon will become immediately due and payable without any declaration or other action on the part of the Trustee or any Holder. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Indenture permits, subject to certain limitations therein provided, Holders of not less than a majority in aggregate Principal Amount of the then Outstanding Securities of any Series to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, with respect to the Securities of such Series. The Holders of a majority in aggregate Principal Amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of the principal of or interest on the Notes or in respect of a covenant or provision of the Indenture which cannot be amended or modified without the consent of all Holders of the Notes.

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11. Trustee Dealings with Company . The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not the Trustee.

12. Discharge and Defeasance . Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee cash in United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge the entire indebtedness on the outstanding Notes for principal, premium, if any, and accrued interest, to the date of maturity or redemption, as the case may be.

13. No Recourse Against Others . No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in this Note, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, shareholder, employee, officer, or director, as such, past, present or future, of the Company, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that the Indenture, this Note and the obligations issued hereunder are solely obligations of the Company, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, shareholders, employees, officers or directors, as such, of the Company, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in the Indenture or in any Security or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute or otherwise, of, and any and all such rights and claims against, every such incorporator, shareholder, employee, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in the Indenture or in any Security or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for the issuance of the Notes.

14. Authentication . This Note shall not be valid until authenticated by the manual signature of the Trustee or an Authenticating Agent.

15. Abbreviations . Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act). Additional abbreviations may also be used though not in the above list.

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16. CUSIP Numbers . Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

17. Available Information . The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Astoria Financial Corporation

One Astoria Bank Plaza

Lake Success, New York 11042

Attention: General Counsel

18. Counterparts . This Note may be executed by one or more of the parties to this Note on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

19. Governing Law . THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to

(Insert assignee’s Social Security or Tax Identification number)




(Print or type assignee’s name, address and zip code)

and irrevocably appoint		to transfer this Note
on the books of the Company. The agent may substitute another to act for him.

Date:______________________

	Your signature:___________________________
	(Sign exactly as your name appears on the face of this Note)

	Tax Identification No.: __________________
	SIGNATURE GUARANTEE:


	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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Schedule of Exchanges of Interests in the Global Note *

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange	Amount of decrease in Principal Amount of this Global Note	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease (or increase)	Signature of authorized signatory of Trustee or Custodian

*This schedule should be included only if the Note is issued in global form.

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Exhibit 4.3

STERLING BANCORP,

as Issuer

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

____________________

SECOND SUPPLEMENTAL INDENTURE

Dated October 2, 2017

____________________

3.500% SENIOR NOTES DUE 2020

SECOND SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of October 2, 2017, by and between, Sterling Bancorp, a Delaware corporation (the “ Company ”), and Wilmington Trust, National Association, as trustee (the “ Trustee ”).

RECITALS

WHEREAS, the Astoria Financial Corporation, a Delaware corporation, as Issuer (“ Astoria ”) and the Trustee have entered into an Indenture, and a First Supplement to the Indenture, each dated as of June 8, 2017 (as further amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “ Indenture ”), providing for the issuance of 3.500% Senior Notes due 2020;

WHEREAS, Astoria and the Company entered into an Agreement and Plan of Merger, dated March 6, 2017 (the “ Merger Agreement ”) pursuant to which Astoria will be merged with and into the Company ;

WHEREAS, the Company is the successor by merger and Section 9.1(a) of the Indenture contemplates that the Company will execute and deliver to the Trustee a supplemental indenture pursuant to which the Company shall expressly assume all the obligations of Astoria under the Indenture and the Notes;

WHEREAS, the Company desires to enter into this Supplemental Indenture;

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by a resolution of the Board of Directors of the Company; and

WHEREAS, all conditions and requirements of the Indenture necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto;

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the foregoing the Company and the Trustee covenant and agree, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01 Definitions . Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Indenture. The words “herein”, “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II
ASSUMPTION

Section 2.01 Assumption . The Company expressly assumes and agrees promptly to pay, perform and discharge when due each and every debt, obligation, covenant and agreement incurred, made or to be made, performed or discharges by Astoria under the Indenture and the Notes. The Company hereby agrees to be bound by all the terms, provisions and conditions of the Indenture and the Notes and agrees that it shall be the successor Company and shall succeed to, and be substituted for, and may exercise every right and power of Astoria, as the predecessor Company, under the Indenture and Notes.

Section 2.02 Effective Date . This Supplemental Indenture shall be effective as of the date first above written and upon the execution and delivery hereof by each of the parties hereto.

ARTICLE III

Miscellaneous

Section 3.01 Notices . From and after the date hereof any notice, demand or request required or permitted to be given under the Indenture to the Company by the Trustee or the Holder, shall be given to:

Sterling Bancorp

400 Rella Blvd.

Montebello, NY 10901

Attention: Luis Massiani, Senior Executive Vice President and Chief Financial Officer

With a copy (which shall not constitute notice) to :

Squire Patton Boggs (US) LLP

2550 M Street, NW Washington, D.C. 20037

Attention: James J. Barresi; Abby E. Brown

Facsimile: (202) 457-6315

Email:

James.Barresi@SquirePB.com

Abby.Brown@SquirePB.com

Section 3.02 Counterparts . This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic format (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (i.e., “pdf” or “tif”) shall be deemed to be their original signatures for all purposes.

Section 3.03 Successors and Assigns . All covenants and agreements in the Base Indenture, as supplemented and amended by this Supplemental Indenture, by the Company will bind its successors and assigns, whether so expressed or not.

Section 3.04 Table of Contents, Headings, Etc. . The Table of Contents and Article and Section headings in this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 3.05 Severability Clause . In case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.06 Ratification of the Base Indenture . The Base Indenture as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture will be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 3.07 Governing Law . This Supplemental Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law principles thereof other than Section 5-1401 of the New York General Obligations Law.

Section 3.08 Trustee Disclaimer . The Trustee accepts the amendments of the Base Indenture effected by this Supplemental Indenture, but on the terms and conditions set forth in the Base Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to (i) any of the recitals contained herein, all of which recitals are made solely by the Company, (ii) the proper authorization hereof by the Company by action or otherwise, (iii) the due execution hereof by the Company, or (iv) the consequences of any amendment herein provided for, (v) the validity or adequacy of this Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first written above.

STERLING BANCORP


By:	/s/ Luis Massiani
	Name:	Luis Massiani
	Title:	Senior Executive Vice President and Chief Financial Officer



WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee


By:	/s/ Jane Schweiger
	Name:	Jane Schweiger
	Title:	Vice President

[Signature Page to Second Supplemental Indenture]

Exhibit 4.4

Form of Note

CUSIP No. 046265 AG9

ASTORIA FINANCIAL CORPORATION

3.500% SENIOR NOTES DUE 2020

No. 1

$200,000,000

ASTORIA FINANCIAL CORPORATION, a Delaware corporation (the “ Company ”), for value received, herein promises to pay to CEDE & CO., or its registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS ($200,000,000), or such lesser amount as is indicated in the records of the Trustee and the Depositary, on June 8, 2020.

Interest Payment Dates: June 8 and December 8 of each year, commencing on December 8, 2017.

Record Dates: June 1 and December 1.

Reference is made to the further provisions of this Note contained herein, which further provisions shall for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

	Astoria Financial Corporation

	By:
		Name:
		Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the Series designated therein referred to in the within-mentioned Indenture.

Dated: ____ __, ____	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	as Trustee

	By:
		Authorized Signatory

(Reverse of Note)

Astoria Financial Corporation

3.500% Senior Notes due 2020

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. Interest . Astoria Financial Corporation (the “ Company ”), a Delaware corporation, promises to pay interest on the Principal Amount of this Note at 3.500% per annum from June 8, 2017 until maturity. The Company shall pay interest semi-annually in arrears on June 8 and December 8 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “ Interest Payment Date ”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided , that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided , further , that the first Interest Payment Date shall be December 8. Interest will be computed on the basis of a 360-day year of twelve 30-day months and interest for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the number of days elapsed in any partial month.

2. Method of Payment . The Company will pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.19 of the Indenture (as herein defined) with respect to defaulted interest. If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay. For Notes held in definitive form, payments of interest may be made, at the Company’s option, by (i) mailing a check for such interest payable to or upon the written order of the Person entitled thereto, to the address of such Person as it appears on the Security Register or (ii) transfer to an account maintained by the payee located inside the United States. For Notes held in global form, payments shall be made through the Depositary, or its nominee, as the registered owner of the Notes. All such payments shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

4. Indenture . This Note is one of the 3.500% Senior Notes due 2020 (the “ Notes ”) issued under the Indenture, dated as of June 8, 2017 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “ Base Indenture ” and, as amended, modified and supplemented by the First Supplemental Indenture, dated as of June 8, 2017, the “ Indenture ”), by and between the Company and the Trustee. This Note is a “Global Security” and the Notes are “Global Securities” under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA as in effect on the date on which the Indenture was qualified under the TIA. The Notes are subject to all such terms, and Holders of the Notes are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

8. Persons Deemed Owners . The registered Holder of a Note may be treated as its owner for all purposes.

14. Authentication . This Note shall not be valid until authenticated by the manual signature of the Trustee or an Authenticating Agent.

17. Available Information . The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Astoria Financial Corporation

One Astoria Bank Plaza

Lake Success, New York 11042

Attention: General Counsel

Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to

(Insert assignee’s Social Security or Tax Identification number)




(Print or type assignee’s name, address and zip code)

and irrevocably appoint		to transfer this Note
on the books of the Company. The agent may substitute another to act for him.

Date:______________________

	Your signature:___________________________
	(Sign exactly as your name appears on the face of this Note)

	Tax Identification No.: __________________
	SIGNATURE GUARANTEE:


	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Schedule of Exchanges of Interests in the Global Note *

Date of Exchange	Amount of decrease in Principal Amount of this Global Note	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease (or increase)	Signature of authorized signatory of Trustee or Custodian

*This schedule should be included only if the Note is issued in global form.

Exhibit 99.1

News Release

Investor Contact:

Luis Massiani

Senior EVP & Chief Financial Officer

845.369.8040

Media Contact:

Linda Dunbar

FVP & Director, Communications

917.969.5609

STERLING BANCORP AND ASTORIA FINANCIAL CORPORATION

COMPLETE MERGER

~ High performance greater NYC regional bank with ~$30B in assets to span NYC, Hudson Valley, Long Island, and northern New Jersey~

MONTEBELLO and LAKE SUCCESS, NY – October 2, 2017 – Sterling Bancorp (NYSE: STL; “Sterling”) today announced the completion of its previously announced merger with Astoria Financial Corporation (NYSE AF; “Astoria”). The merger leverages Astoria’s strong presence on Long Island and complements Sterling’s expansion strategy in the greater New York City market. The transaction combines two banks with deep ties to the markets and communities they serve. The combined bank will have approximately $30 billion in assets, $20 billion in gross loans and over $19 billion in deposits with a diversified commercial and consumer loan and deposit base, solid capital foundation and broad footprint in a dynamic and growing marketplace. The combined institution will serve New York City, Westchester County, the Hudson Valley, Long Island, and northern New Jersey. The combined company will operate under the Sterling Bancorp name and its principal banking subsidiaries will operate under the name of Sterling National Bank.

Jack L. Kopnisky, President and CEO of Sterling Bancorp said, “The completion of this transaction brings the best of Sterling and Astoria together, allowing us to expand our marketplace, to provide clients with an expanded network of locations, client-centric solutions, and enhanced expertise at the new Sterling. The combined company will be a Top 10 regional bank in the greater New York metropolitan area that is focused on delivering superior operating performance, providing distinctive service to our clients, creating an environment for our colleagues to be successful, and serving our communities.”

Monte Redman, President and CEO of Astoria Financial Corporation stated, “The consummation of the merger with Sterling creates a stronger institution for our shareholders as well as providing our clients with enhanced products and services tailored to their needs.”

Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 6, 2017, between Sterling and Astoria, each share of Astoria common stock has been converted into the right to receive 0.875 shares of Sterling common stock, with cash to be paid in lieu of fractional shares. In addition, each share of Astoria’s preferred stock, par value $1.00 per share with a liquidation preference of $1,000 per share, has been automatically converted into the right to receive one share of Sterling’s preferred stock, par value $0.01 per share with a liquidation preference of $1,000 per share.

New Directors Named

In connection with the completion of the merger, four Astoria directors, Ralph Palleschi, Monte N. Redman, Robert Giambrone and Patricia M. Nazemetz will join the Board of Directors of Sterling Bancorp.

Richard O’Toole, Chairman of the Board of Sterling, said, “We welcome our new directors from Astoria and look forward to the insights they will contribute as we move forward. The Sterling and Astoria teams have come together to create a high performing regional bank.”

The Board wishes to thank all of the Directors who have served on Astoria’s Board for their years of dedicated service.

Advisors

RBC Capital Markets and Citi served as lead financial advisors to Sterling and rendered fairness opinions to the Board of Directors of Sterling in connection with the transaction. Squire Patton Boggs acted as Sterling’s legal counsel. Sandler O’Neill + Partners, L.P. served as financial advisor to Astoria and rendered a fairness opinion to the Board of Directors of Astoria in connection with the transaction. Wachtell, Lipton, Rosen & Katz acted as Astoria’s legal counsel.

About Sterling Bancorp

Sterling Bancorp, whose principal subsidiary is Sterling National Bank which specializes in the delivery of service and solutions to business owners, their families and consumers within the communities it serves through teams of dedicated and experienced relationship managers. Sterling National Bank offers a complete line of commercial, business, and consumer banking products and services. For more information, visit the Sterling Bancorp website at www.sterlingbancorp.com.

Cautionary Statement Regarding Forward-Looking Statements

Some of the statements contained in this communication are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Sterling’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Astoria and Sterling, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are subject to numerous assumptions, risks, and uncertainties which change over time. In addition to factors previously disclosed in Sterling’s and Astoria’s reports filed with the Securities and Exchange Commission, the following factors, among others, could cause actual results to differ materially from forward-looking statements: difficulties and delays in integrating the Sterling and Astoria businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; changes in Sterling’s stock price; the reaction to the transaction of the companies’ customers, employees and counterparties; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board or the Office of the Comptroller of the Currency and legislative and regulatory actions and reforms.

For any forward-looking statements made in this communication, Sterling claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date hereof. Except as required by law, Sterling does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this communication and attributable to Sterling, Astoria or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this communication.

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