Free Motion for Leave to File - District Court of Federal Claims - federal

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IN THE UNITED STATES COURT OF FEDERAL CLAIMS _ ) ) ) ) ) ) ) ) ) ) ) ) ) _)

ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION (As Successor to Fidelity New York F.S.B.) Plaintiff, v. THE UNITED STATES, Defendant. _

No. 95-468C

Supplemental Update to Expert Witness Report of Dr. David P. Rochester ­ February 8, 2007
UPDATED ANALYSIS OF THE VALUE OF SUBURBIA TO FIDELITY1 1. Since the date of my earlier expert report dated January 17, 2002, I have obtained and reviewed updated publicly-available financial information concerning Astoria Financial Corporation and its wholly-owned subsidiary, Astoria Federal Savings and Loan Association, as well as relevant updated market pricing data, that permit an update to my previous conclusions. In this Report, I have derived an update of the estimated value of Suburbia. My calculation of an updated value of Suburbia further corroborates, but does not change, my earlier conclusions, which remain relevant for the time period as of 2001. Based upon the updated financial information and data now available, and using the same methodology used in my earlier report, I have calculated a deposit base valuation or residual value of Suburbia that increases to $211.6 million. 2. I have filed this Report for the purpose of updating my estimate of Suburbia's deposit base valuation to 2006. In my earlier report, I estimated Suburbia's deposit base

1

A description of my credentials and qualifications, also updated, is presented in Exhibit 1. An updated list of documents considered for my earlier expert report and this supplemental update is presented in Exhibit 2.

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valuation as of 2001. My earlier valuation was based on available pricing data for large New York thrift acquisitions between 1999 and 2001, and based on Suburbia's branch deposit levels at June 30, 2001. My updated calculation of Suburbia's estimated deposit base valuation is based on available pricing data through September 30, 2006, and based on Suburbia's branch deposit levels at June 30, 2006 (see Exhibits 3 and 4). This updated calculation, however, involves no new methodology, premises or type of analysis from that involved in my earlier report. As in my earlier report, I have derived a deposit base valuation that represents a reasonable estimate of Suburbia's residual value to Astoria. 3. My calculation of residual value is derived by determining the average or median tangible book premium to core deposits (tangible book premium/core deposits) ratio recorded on recent whole thrift acquisitions in the State of New York2. In order to reflect an updated representative sampling of thrift acquisitions in New York, I have analyzed data on transactions announced during 1999 through 2006. In this updated analysis, I multiplied such median tangible book premium/core deposits ratio by Suburbia's branch deposit levels at June 30, 2006, to derive a deposit base valuation for Suburbia. 4. Based on current publicly-available pricing data for large New York thrift acquisition transactions between 1999 ­ 2006, I have derived a median tangible book premium to core deposits ratio of 17.5 percent (see Exhibit 5). Based on applying a 17.5 percent median tangible book premium / core deposits ratio for recent New York whole thrift acquisitions to Suburbia's branch core deposit levels of $1.209 billion at June 30, 2006, a deposit base valuation or residual value of $211.6 million for Suburbia, as of 2006, would be indicated3 (see Exhibit 6).
2

The tangible book premium to core deposits (tangible book premium/core deposits) ratio is derived by (i) subtracting an institution's tangible book value per share from its acquisition price per share and (ii) dividing this figure by the institution's core deposits per share. (Core deposits are commonly defined as deposit accounts with balances not greater than $100,000.) This ratio is a frequently used benchmark to measure the level of premium an acquiror is willing to pay for a target institution's retail deposit franchise and is an indicator of the value of such franchise to an acquiror. Therefore, the ratio is also identified as the "franchise premium to core deposits" ratio. Astoria has recognized the importance of this type of ratio to investors when considering the value of its banking franchise and has disclosed a similar valuation ratio measurement in certain investor presentations (i.e. "Implied Deposit Premium" ratio used in a comparative table titled "Valuation Considerations" in Form 8-K dated October 26, 2004). Astoria's approach to banking franchise valuation using a deposit-based metric corroborates my valuation approach. Based on available data for Astoria, I estimated that core deposits equaled 73 percent of Suburbia's total deposits at June 30, 2006 (or $1.657 billion [see Exhibit 4] times 73% equals $1.209 billion)

3

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EXHIBIT 1

Resume of Dr. David P. Rochester

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DAVID P. ROCHESTER
OFFICE ADDRESS Capital Resources Group, Inc. The Atrium - Suite 19 11250 Roger Bacon Drive Reston, VA 20190 I. EXPERIENCE CAPITAL RESOURCES GROUP, INC. Chairman and Chief Executive Officer January 1991 to Present CONTACT (703) 464-9055 (703) 464-9276 direct (703) 464-9058 fax [email protected]

Capital Resources Group, Inc. provides investment banking and financial consulting services to financial institutions and other companies nationally. Capital Resources, Inc. is a wholly owned securities subsidiary that has operated as a NASD registered broker dealer. Directs firm's strategic planning and corporate finance activities and is a frequent speaker on industry programs in these areas. Actively involved in merger and acquisition situations including addressing regulatory issues such as anti-competitive defenses. Serves as advisor to boards of directors and senior management. Leads firm's liaison before various regulatory agencies including the Office of Comptroller of the Currency, Federal Deposit Insurance Corporation, the Securities and Exchange Commission, the Federal Reserve Board, Office of Thrift Supervision, and various state banking departments. Provides expert analyses and testimony on financial, valuation and economic issues. ALDIE CAPITAL, INC. Chairman and Chief Executive Officer August 1996 to Present

Aldie Capital is an investment manager that specializes in asset management and serves as general manager of a hedge fund specializing in the financial services industry. FINANCIAL STRATEGY GROUP, INC. Co-Founder, Chairman and Chief Executive Officer Washington, DC September 1983 to December 1990

A national financial and management consulting firm serving financial institutions and mortgage banking companies. Directed all consulting activities for the firm including regulatory matters and representing clients before various banking regulatory agencies including the Office of Thrift Supervision, Federal Deposit Insurance Corporation, the Securities and Exchange Commission and the Federal Reserve Board. GEORGE WASHINGTON UNIVERSITY Visiting Associate Professor of Finance Washington, DC KAPLAN SMITH AND ASSOCIATES, INC. Senior Vice President Washington, DC A financial consulting firm specializing in financial institutions. September 1983 to May 1984

April 1980 to September 1983

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FEDERAL SAVINGS AND LOAN INSURANCE CORP. Senior Financial Economist Washington, DC

August 1977 to March 1980

Headed research studies and policy issues affecting financial institutions generally and federally insured savings associations in particular. GEORGE MASON UNIVERSITY, GEORGE WASHINGTON UNIVERSITY AND VIRGINIA TECH. Various Positions as Finance Professor FEDERAL HOME LOAN BANK BOARD Office of Economic Research Visiting Research Scholar Washington, DC UNIVERSITY OF ALABAMA Department of Finance, Economics, and Legal Studies College of Commerce and Business Administration Assistant Professor of Finance Tuscaloosa, AL 1977 - 1981

August 1976 to August 1977

September 1973 to August 1976

UNIVERSITY OF GEORGIA September 1972 to June 1973 Department of Banking and Finance, College of Business Administration Instructor of Banking and Finance Athens, GA U.S. ARMY, CORPS OF ENGINEERS Captain, Active Duty and Reserves 1974 - 1982

II.

EDUCATION Degree Ph.D. M.E. B.A. University University of Georgia N.C. State University Clemson University Major Finance Economics Economics Minor Economics Statistics Mathematics Year 1974 1970 1968

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III.

SCHOLARLY CONTRIBUTIONS A. Journal Articles "For Thrifts, Bigger Doesn't Necessarily Mean Better", co-authored, Journal of Retail Banking, Vol. 12, No. 2, Summer 1990. "Operating Performance Benefits: The Savings and Loan Experience," co-authored, Financial Review, Vol. 22, no. 1, February 1987. "A Risk-Based Deposit Insurance System," co-authored, The Journal of Insurance: Issues and Practices, Vol. IX, no. 2, June 1986. "An Analysis of Mergers Between Savings and Loan Associations in the United States," coauthored, Journal of Applied Economics, Vol. 14, no. 6, December 1982. "Housing Demand and Mortgage Finance for the 1980's: The Role of Savings and Loan Associations," Housing and Society, Vol. 7, no. 3, 1980. "Seasonality in Individual Common Stock: Alternative Test Techniques and Implications for Market Efficiency," co-authored, Journal of Economics and Business, Fall 1980. "Savings and Loan Reserves: An Analysis of Capital Adequacy," Federal Home Loan Bank Board Journal, December 1979. "Savings and Loan Reserve Requirements: An Analysis and Review," Federal Home Loan Bank Board Journal, October 1979. "Further Evidence on Seasonal Adjustment of Time Series Data," co-authored, Journal of Financial and Quantitative Analysis, March 1978. "Seasonality in Short-Term Interest Rates," Midsouth Annuals, June 1977. "Corporate Financial Policies: Debt Versus Equity," Journal of Finance, dissertation abstract, June 1975.

B. Monographs, Etc. Development and Implementation of a Risk-Sensitive, Variable Rate Insurance Premium, Performed for the Federal Savings and Loan Insurance Corporation, Washington: 1982. Served as project director and primary author for Kaplan Smith and Associates, Inc. Increasing the Ability of Small and Medium-Sized Thrift Institutions to Take Advantage of Other Borrowings, Performed for the Federal Home Loan Bank Board, Washington: 1981. Served as project director and primary author for Kaplan Smith & Associates, Inc.

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Mergers Involving Savings and Loan Associations: Implications For Future Activity and Antitrust Issues, Performed for the Federal Home Loan Bank Board, Washington, 1981. Served as project director and primary author for Kaplan Smith & Associates, Inc. An Analysis of the Capital Requirements and Position of the Savings and Loan Industry, Working Paper, Federal Savings and Loan Insurance Corporation, 1980. An Evaluation of the Federal Insurance Reserve and Net Worth Condition of the Savings and Loan Industry: 1978, Working Paper, Federal Savings and Loan Insurance Corporation. "Determinants of Secondary Mortgage Market Activities of Savings and Loan Associations," coauthored, Office of Economic Research, Federal Home Loan Bank Board, 1979. Analysis of Federal Insurance Reserve and Net Worth Condition of the Savings and Loan Industry: 1977, Insurance Division, Federal Savings and Loan Insurance Corporation, 1978. "National Survey of Current Alternative Mortgage Instruments Activity," co-authored, in Alternative Mortgage Instruments Research Study, Federal Home Loan Bank Board, November 1977. Compustat Information Retrieval Programs, co-authored, Center for Business Research, University of Georgia, 1972.

C. Professional Paper Presentations "New Evidence on Synergy in Merging Savings and Loan Associations," co-authored. Presented at Southern Finance Association's annual meeting in November 1981. "A Risk-Based Deposit Insurance System: The Case for Savings and Loan Associations," coauthored. Presented at the Eastern Finance Association's annual meeting in April 1981. "Merging Savings and Loan Associations: An Analysis of the Performance Benefits," co-authored. Presented at the Financial Management Association's annual meeting in November 1980. "Asset Diversification by Savings and Loan Associations: Implications for Expanded Asset Empowerments," co-authored. Presented at the Financial Management Association's annual meeting in November 1980. "Market Efficiency and Seasonal Movements in Stock Prices." Presented at Southern Finance Association's November 1977 meeting. "Dynamic Demand Analyses for Residential Electricity." Presented at the Operations Research-Management Science (ORSA/TIMS) Association's May 1977 meeting.

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"Determinants of Secondary Market Activity by Savings and Loan Associations." Presented at the American Real Estate and Urban Economics Association's May 1977 meeting. "Seasonality in Selected Short-Term Interest Rates." Presented at the Midsouth Academy of Economists in April 1976. "Short-Run Variations in Financial Markets." Presented at the Operations Research-Management Science (ORSA/TIMS) meeting in November 1975. "An Ex-Post Evaluation of Portfolio Selection Models." Presented at the ORSA/TIMS meeting in October 1974 (co-authored). "Corporate Financial Policies: Debt Versus Equity." Presented at the Financial Management Association's annual meeting in October 1974.

IV.

EXPERT WITNESS Consultant and expert witness for various federal and state court cases on behalf of the defendant regarding valuation and finance industry matters during the last six years. · · · · Astoria Federal Savings & Loan Association, v. United States, No. 95468C (2001-2007) Expert Report filed, Deposition and anticipated trial testimony. Bluebonnet Savings Bank v. United States, No. 154-95-532C (2003) Expert Consultant First Federal Lincoln Bank, v. United States, No. 154-95-518C (2001-2006) Expert Report filed, Deposition and trial testimony. First Federal Savings & Loan Association of Rochester, v. United States, No. 154-95-517C (2001-2004) Expert Report filed, Deposition and trial testimony. Harris Financial, M.H.C. v. United States Fidelity and Guaranty Company U.S. District Court for the Middle District of Pennsylvania (1999-2000) Expert Report and Deposition. Case settled out of court. Long Island Savings Bank, FSB, et al v. United States, No.92-517C (1999-2005) Expert Report filed, Deposition and trial testimony. PalFed, Inc. and Palmetto Federal Savings Bank of South Carolina, v. United States, No. 15495-496C (2001-2002) Expert Report filed and Deposition. Standard Federal Bank, v. United States, No. 154-95-478C (2001-2002) Expert Report filed and Deposition.

·

· ·

·

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V.

SERVICE/ACTIVITIES Seminar participant and speaker on numerous occasions with boards of directors of financial institutions, America's Community Bankers, various State Banker's Associations, the Mortgage Banker's Association of America and other affiliated professional groups. Journal Referee for: Journal of Financial Research American Real Estate and Urban Economics Journal Journal of Economics and Business Lecturer in Graduate School for Savings Institution Management at the University of Texas-Austin (1991 - 1994). Conference and Seminar Participation Discussant for numerous papers at professional meetings. Chairman for various sessions at professional and trade group meetings. Member, Board of Directors, Concord Savings Association, MD, 1987-1989. Member, Board of Directors, WorldWideWord, Inc., 2000-Present.

VI.

HONORS AND AWARDS · · · Alpha-Ace Award for Outstanding Service, Federal Home Loan Bank Board, 1978. Visiting Research Scholar, Federal Home Loan Bank Board, 1976-77. Kellogg Fellow - Funded by Kellogg Foundation through North Carolina State University, 1968-70.

VII. PROFESSIONAL ORGANIZATION MEMBERSHIP Honorary Society Memberships Omicron Delta Epsilon Beta Gamma Sigma Financial Management Association

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Exhibit 2
Astoria Federal Savings and Loan Association v. United States of America List of Documents Considered by Dr. David P. Rochester
Document Bates Range Complaint No. 95-468C filed on July 21, 1995 in U.S. Court of Federal Claims Fidelity New York F.S.B. Subscription PAA031 2419 through 2568 Offering Circular dated March 24, 1993 Conversion Valuation Appraisal Report of AA1001 0120 through 0256 Kaplan Associates Inc. dated January 25, 1993 Conversion Valuation Appraisal update of AA1001 0257 through 0295 Kaplan Associates Inc. dated April 22, 1993 Expert Witness Report of Dr. Donald M. Kaplan No Bates Number dated June 29, 2001 Fidelity New York, F.S.B. Capital Compliance PAA052 2690 through 2879 Plan dated January 1990 OTS Conditional Approval of Capital Plan Letter PAA012 0234 through 0246 May 1990 Proposed Merger Plan of Fidelity New York PAA047 0481 through 0590 and Suburbia Federal FHLB of N. Y. Accounting Letter Dated KAP000 3726-191 February 8, 1985 Re: Suburbia Merger Fidelity/Suburbia Pro Forma Balance Sheet WOL315 0014 June 30, 1984 Fidelity/Suburbia Actual Earnings 1979-1984 WOL315 0015 through 0016 Fidelity/Suburbia Projected Pro Forma Earnings WOL315 0017 Suburbia Quarterly Financial Report June 30, 1984 WOL315 0333 through 0339 Fidelity New York Financial Report PAA007 1982 through 2021 December 31, 1985 Fidelity New York F.S.B. Consolidated Audited Financial Statements: March 31, 1987 and 1986 PAA036 1470 through 1500 March 31, 1988 and 1987 PAA036 9065 through 0997 March 31, 1989 and 1988 PAA036 0091 through 0130 March 31, 1990 and 1989 WON730 0122 through 0158 Fidelity New York 1993 Annual Report AA4001 0345 through 0389 FHLBB November 5, 1984 Forbearance Letter RE: Suburbia Merger

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Exhibit 2
Astoria Federal Savings and Loan Association v. United States of America List of Documents Considered by Dr. David P. Rochester
Document Fidelity New York 1989 Three Year Business plan dated, October 1988 Fidelity New York Form 8- K July 12, 1994 Fidelity New York Definitive Proxy Statement of October 1994 Astoria Financial Corporation 1995 Annual Report Astoria Financial Corporation 1996 Annual Report Issues Memorandum to FHLBB from Peter O. Stearns Director, FSLIC, October 15, 1984 Re: FSLIC Assisted Merger of Suburbia FHLB of New York October 1987 Report of Examination of Fidelity FHLB of New York August 12, 1988 Exam Letter to Fidelity OTS November 1989 Report of Examination of Fidelity Fidelity Letter and Enclosures to OTS dated August 17, 1990 Re: November 1989 Report of Examination Deposition of George L. Engelke, Jr., August 1, 2000 Deposition of Thomas Dixon Lovely, July 10, 2000 Deposition of Thomas Dixon Lovely, July 11, 2000 Deposition of Thomas V. Powderly, July 20, 2000 Deposition Transcript of Trent R. Feldman 8/16/00 Deposition Transcript of Peter M. Finn 6/12/00 Deposition Transcript of Bruno Greco 8/10/00 Deposition Transcript of Andrew Kane, Jr. 7/27/00 Deposition Transcript of Frederick Meyer 7/24/00 Deposition Transcript of Christopher Quackenbush 8/7/00 Bates Range WON725 1133 through 1174 WON749 2308 through 2419 PAA054 0902 through 0996 WON727 1073 through 1141 PAA083 1300 through 1378 AA 0000177 through 181

PAA006 0287 through 0369 OAA005 1461 through 1469 PAA066 0788 through 0892 PAA006 0431 through 0572

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Exhibit 2
Astoria Federal Savings and Loan Association v. United States of America List of Documents Considered by Dr. David P. Rochester
Document Deposition Transcript of Monte N. Redman 6/22/00 Deposition Transcript of Richard Shapiro 8/14/00 Deposition Transcript of Michael Spaid 8/15/00 Deposition Transcript of Roger Teurfs 8/11/00 B. Greco letter to A. Vigna 10/30/89 Statement of Condition, Fidelity New York, F.A. December 31, 1985 Monthly Financial Report, Fidelity FS&LA Month Ending: 12/31/1985 Financial Information Presentation of Suburbia FS&LA As of 4/30/1984: Cost of Liquidation Memorandum to Michael Spaid from Carlos M. Fiol, September 6, 1984 Re: Viability Analysis FHLBB Quarterly Financial Report, Suburbia As of June 30, 1984 FHLBB Quarterly Financial Report, Fidelity As of June 30, 1984 Fidelity Thrift Financial Report, September 1989 Fidelity Thrift Financial Report, December 1989 Fidelity Thrift Financial Report, January 1990 Fidelity Thrift Financial Report, February 1990 Fidelity Thrift Financial Report, March 1990 Bates Range

AST033008-9 PAA007 1982 : 1983 PAA007 1984 : 1985 WOF047 1209

WOF047 1211 : 1212

WOL315 0333 : 0339 OAA005 0719 : 0725 WON722 0259 : 0269 WON722 0247 : 0258 WON743 0522 : 0538 WON743 0505 : 0521 AST013038 : AST013074

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Exhibit 2
Astoria Federal Savings and Loan Association v. United States of America List of Documents Considered by Dr. David P. Rochester
Document W. C. Ferguson & Company ­ Branch Source database extract SNL Securities Inc. ­ Branch Migration database extract SNL DataSource Veirbanc, Inc. Thrift Financial Report Database Bates Range

Additional Documents Considered for Update of February 8, 2007: Astoria Financial Corporation Form 8-K Report, dated October 26, 2004 (Includes October 27, 2004 Investor Presentation) Astoria Financial Corporation Form 8-K Report, dated January 31, 2007 (Includes December 31, 2006 Investor Presentation) FDIC databases: Summary of Deposits, Institution Directory, and Call & Thrift Financial Reports (See FDIC website - http://www.fdic.gov/quicklinks/analysts.html) SNL Financial, LLC ­ SNL DataSource and SNL Interactive database extracts

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Exhibit 3 Astoria Federal Savings and Loan Association Branch Deposits Acquired from Fidelity (1980-2006) June 1980 - June 1992
Current Office Address Branch Zip Code Branch Status (1) Jun-80
($000s)

Jun-81
($000s)

Jun-82
($000s)

Jun-83
($000s)

Feb-84
($000s)

Jun-84
($000s)

Jun-89
($000s)

(2)

Jun-90
($000s)

Jun-91
($000s)

Jun-92
($000s)

Fidelity New York, FA
New York County (Manhattan) 2025 Broadway 353 West 57Th Street Nassau County 155 Jericho Tpke 1585 Dutch Broadway 260 Glen Head Rd 363 Hempstead Ave 711 Franklin Ave 99 Covert Ave 10023 10023 11001 11003 11545 11565 11010 11001 C C A A C A A A 6,098 13,815 78,841 12,648 11,805 28,046 24,125 55,784 7,005 14,187 84,039 13,594 14,021 27,019 26,964 59,163 8,843 14,281 94,694 15,896 15,469 27,594 32,633 65,539 14,034 20,618 111,942 22,929 19,749 34,486 37,902 78,167 16,250 24,400 120,843 25,078 22,214 37,653 39,613 82,825 17,621 23,881 124,157 27,357 24,113 38,127 40,413 85,294 46,866 166,244 46,706 44,188 55,215 56,128 116,257 42,811 151,700 47,014 42,866 55,862 57,443 115,884 41,966 151,598 47,080 48,690 55,443 60,086 115,727 44,110 154,280 50,108 48,181 57,011 62,946 115,786

Suburbia Federal Savings & Loan Assn.
Nassau County 1000 Franklin Ave (or 1150 Franklin) 1622 Hempstead Tpke 52 Manetto Hill Mall 360 Merrick Rd 464 Atlantic Ave 490 Hempstead Tpke 600 Northern Blvd (or 650 Northern) Suffolk County 1015 Rt 112 1880 Middle Country Rd 33 Main St (or 1 Main St.) 361 Sunrise Hwy (or 392 W Sunrise) 320 Walt Whitman Rd Fidelity Deposits Suburbia Deposits Fidelity + Suburbia Deposits Number of Open Branches Fidelity Deposits / Total Deposits Suburbia Deposits / Total Deposits
Footnotes:
(1) A = Active; C = Closed (2) Fidelity's deposit total for Jun-89, as well as total deposits and related percentages, have been revised in this update based on corrections to the source data.

11530 11554 11803 11563 11518 11552 11021 11776 11961 11754 11772 11746

A A A A A A C A A A A A

149,969 18,998 25,230 119,381 28,332 23,710 16,356 16,516 13,437 50,375 23,003 63,185 231,162 548,492 $ 779,654 20 29.65% 70.35% $

145,409 21,181 25,887 114,851 31,112 24,112 17,188 19,934 17,503 48,622 24,773 57,790 245,992 548,362 794,354 20 30.97% 69.03% $

145,574 24,342 29,605 120,042 38,134 25,225 18,756 22,954 18,415 52,698 29,878 57,278 274,949 582,901 857,850 20 32.05% 67.95% $

147,497 25,328 29,325 122,954 41,305 25,918 14,843 24,038 18,859 53,820 33,843 55,215 339,827 592,945 932,772 20 36.43% 63.57% $

147,155 26,630 31,722 122,126 42,094 26,072 13,686 26,289 20,211 55,324 35,413 54,895 368,876 601,617 970,493 20 38.01% 61.99% $

150,195 27,622 32,917 123,553 44,978 27,077 14,334 27,490 20,907 57,239 35,868 55,842 380,963 618,022 998,985 20 38.14% 61.86%

175,364 41,389 48,478 132,663 55,644 39,861 17,897 42,201 35,414 72,690 53,892 60,876 531,604 776,369 $ 1,307,973 19 40.64% 59.36%
(2)

162,707 42,887 46,492 131,100 59,285 39,427 16,880 41,218 35,673 73,721 51,713 58,833 513,580 759,936 $ 1,273,516 19 40.33% 59.67%

162,055 42,602 48,770 132,894 63,498 39,958 17,790 42,147 37,139 75,603 50,844 63,147 520,590 776,447 $ 1,297,037 19 40.14% 59.86%

172,497 45,333 51,469 135,486 64,623 42,327 20,687 44,379 38,225 79,703 50,600 64,606 532,422 809,935 $ 1,342,357 19 39.66% 60.34%

(2)

(2) (2)

Sources of Data:
1980-1984 Proposed Merger Plan - Fidelity New York + Suburbia Federal Savings & Loan Association (TX 3148, PAA090 0189 - PAA090 0190) June, 1984 Office of Thrift Supervision - Branch Office Survey System 1989-1993 W.C. Ferguson & Company - BranchSource database extract 1994-2000 SNL Securities, Inc. - Branch Migration database extract 2001-2005 SNL Branch DataSource FDIC Summary of Deposits (http://www.fdic.gov/quicklinks/analysts.html) Veribanc, Inc. Thrift Financial Report Database, 10/19/98

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Exhibit 3 Astoria Federal Savings and Loan Association Branch Deposits Acquired from Fidelity (1980-2006) June 1993 - June 2001
Current Office Address Branch Zip Code Branch Status (1) Jun-93
($000s)

Jun-94
($000s)

Jun-95
($000s)

Jun-96
($000s)

Jun-97
($000s)

Jun-98
($000s)

Jun-99
($000s)

Jun-00
($000s)

Jun-01
($000s)

Fidelity New York, FA
New York County (Manhattan) 2025 Broadway 353 West 57Th Street Nassau County 155 Jericho Tpke 1585 Dutch Broadway 260 Glen Head Rd 363 Hempstead Ave 711 Franklin Ave 99 Covert Ave 10023 10023 11001 11003 11545 11565 11010 11001 C C A A C A A A 34,323 141,610 48,736 43,494 52,902 59,989 107,068 132,819 45,338 40,796 49,816 57,070 100,557 118,538 42,481 33,873 45,636 51,930 92,749 119,731 46,557 33,294 47,513 56,214 92,658 119,310 48,897 35,560 52,086 61,868 93,792 124,470 50,734 37,497 53,600 62,520 100,357 123,768 53,383 42,387 57,723 65,645 104,056 134,736 58,305 45,535 63,741 71,729 107,123 149,068 63,513 70,606 81,203 113,928

Suburbia Federal Savings & Loan Assn.
Nassau County 1000 Franklin Ave (or 1150 Franklin) 1622 Hempstead Tpke 52 Manetto Hill Mall 360 Merrick Rd 464 Atlantic Ave 490 Hempstead Tpke 600 Northern Blvd (or 650 Northern) Suffolk County 1015 Rt 112 1880 Middle Country Rd 33 Main St (or 1 Main St.) 361 Sunrise Hwy (or 392 W Sunrise) 320 Walt Whitman Rd Fidelity Deposits Suburbia Deposits Fidelity + Suburbia Deposits Number of Open Branches Fidelity Deposits / Total Deposits Suburbia Deposits / Total Deposits
Footnotes:
(1) A = Active; C = Closed

11530 11554 11803 11563 11518 11552 11021 11776 11961 11754 11772 11746

A A A A A A C A A A A A

154,972 43,014 48,733 127,824 60,978 41,780 17,966 41,673 37,591 76,343 47,015 60,352 488,122 758,241 $ 1,246,363 19 39.16% 60.84%

154,790 40,061 45,767 122,533 57,084 39,924 16,568 39,103 36,505 73,961 44,710 56,795 426,396 727,801 $ 1,154,197 18 36.94% 63.06%

126,422 38,482 37,670 112,499 52,689 37,290 13,858 36,539 36,452 69,136 42,855 50,501 385,207 654,393 $ 1,039,600 18 37.05% 62.95%

123,850 52,318 49,730 118,525 61,103 41,659 12,645 46,921 47,644 79,772 58,377 60,809 395,967 753,353 $ 1,149,320 18 34.45% 65.55%

122,753 60,418 58,449 125,503 67,549 45,120

130,603 61,825 63,712 125,291 68,124 48,191

170,227 68,740 70,365 122,974 68,845 52,096

161,767 80,274 86,633 128,560 75,295 57,508

164,253 93,182 107,275 131,387 83,362 64,206

55,684 57,815 85,585 66,744 67,397 411,513 813,017 $ 1,224,530 17 33.61% 66.39%

54,420 59,782 86,890 68,223 66,012 429,178 833,073 $ 1,262,251 17 34.00% 66.00%

122,265 63,457 92,259 72,012 71,194 446,962 974,434 $ 1,421,396 17 31.45% 68.55%

126,084 70,003 103,967 79,498 85,632 481,169 1,055,221 $ 1,536,390 17 31.32% 68.68%

140,152 75,721 120,128 91,613 96,352 478,318 1,167,631 $ 1,645,949 16 29.06% 70.94%

Sources of Data:
1980-1984 Proposed Merger Plan - Fidelity New York + Suburbia Federal Savings & Loan Association (TX 3148, PAA090 0189 - PAA090 0190) June, 1984 Office of Thrift Supervision - Branch Office Survey System 1989-1993 W.C. Ferguson & Company - BranchSource database extract 1994-2000 SNL Securities, Inc. - Branch Migration database extract 2001-2005 SNL Branch DataSource FDIC Summary of Deposits (http://www.fdic.gov/quicklinks/analysts.html) Veribanc, Inc. Thrift Financial Report Database, 10/19/98

Page 2 of 3

Case 1:95-cv-00468-TCW

Document 161-2

Filed 02/08/2007

Page 17 of 20

Exhibit 3 Astoria Federal Savings and Loan Association Branch Deposits Acquired from Fidelity (1980-2006) June 2001 - June 2006
Current Office Address Branch Zip Code Branch Status (1) Jun-01
($000s)

Jun-02
($000s)

Jun-03
($000s)

Jun-04
($000s)

Jun-05
($000s)

Jun-06
($000s)

Fidelity New York, FA
New York County (Manhattan) 2025 Broadway 353 West 57Th Street Nassau County 155 Jericho Tpke 1585 Dutch Broadway 260 Glen Head Rd 363 Hempstead Ave 711 Franklin Ave 99 Covert Ave 10023 10023 11001 11003 11545 11565 11010 11001 C C A A C A A A 149,068 63,513 70,606 81,203 113,928 80,533 92,659 124,753 166,993 69,854 84,316 92,986 124,338 167,858 67,859 89,249 98,211 128,880 190,343 73,589 90,065 100,093 134,762 207,137 77,139 98,732 103,954 138,870 202,445 77,953 -

Suburbia Federal Savings & Loan Assn.
Nassau County 1000 Franklin Ave (or 1150 Franklin) 1622 Hempstead Tpke 52 Manetto Hill Mall 360 Merrick Rd 464 Atlantic Ave 490 Hempstead Tpke 600 Northern Blvd (or 650 Northern) Suffolk County 1015 Rt 112 1880 Middle Country Rd 33 Main St (or 1 Main St.) 361 Sunrise Hwy (or 392 W Sunrise) 320 Walt Whitman Rd Fidelity Deposits Suburbia Deposits Fidelity + Suburbia Deposits Number of Open Branches Fidelity Deposits / Total Deposits Suburbia Deposits / Total Deposits
Footnotes:
(1) A = Active; C = Closed

11530 11554 11803 11563 11518 11552 11021 11776 11961 11754 11772 11746

A A A A A A C A A A A A

164,253 93,182 107,275 131,387 83,362 64,206

170,488 106,736 129,650 138,601 85,798 73,181

164,888 106,441 129,307 129,801 86,309 73,050

177,062 118,053 163,136 141,070 92,028 79,949

183,119 144,246 199,497 154,279 92,743 87,217

190,492 156,237 209,540 164,335 96,224 93,982

140,152 75,721 120,128 91,613 96,352 478,318 1,167,631 $ 1,645,949 16 29.06% 70.94%

147,308 85,676 129,762 99,429 105,331 534,792 1,271,960 $ 1,806,752 16 29.60% 70.40%

153,049 88,101 134,511 95,267 107,809 537,357 1,268,533 $ 1,805,890 16 29.76% 70.24%

167,511 92,296 159,010 104,702 125,452 580,272 1,420,269 $ 2,000,541 16 29.01% 70.99%

181,181 90,682 186,042 113,962 140,624 609,196 1,573,592 $ 2,182,788 16 27.91% 72.09%

192,434 95,194 192,535 123,027 142,544 621,954 1,656,544 $ 2,278,498 16 27.30% 72.70%

Sources of Data:
1980-1984 Proposed Merger Plan - Fidelity New York + Suburbia Federal Savings & Loan Association (TX 3148, PAA090 0189 - PAA090 0190) June, 1984 Office of Thrift Supervision - Branch Office Survey System 1989-1993 W.C. Ferguson & Company - BranchSource database extract 1994-2000 SNL Securities, Inc. - Branch Migration database extract 2001-2005 SNL Branch DataSource FDIC Summary of Deposits (http://www.fdic.gov/quicklinks/analysts.html) Veribanc, Inc. Thrift Financial Report Database, 10/19/98

Page 3 of 3

Case 1:95-cv-00468-TCW

Document 161-2

Filed 02/08/2007

Page 18 of 20

Exhibit 4 Comparative Deposit Balances

Deposits at June 30, 1984 ($Millions) %

Deposits at June 30, 1994 ($Millions) %

Deposits at June 30, 2001 ($Millions) %

Deposits at June 30, 2006 ($Millions) %

Fidelity Suburbia

381.4 618.0 999.4

38.2 61.8

426.4 727.8 1,154.2

36.9 63.1

478.3 1,167.6 1,645.9

29.1 70.9

622.0 1,656.5 2,278.5

27.3 72.7

Sources:

June 30, 1984, 1994 and 2001 data is contained in Rochester Expert Report dated January 17, 2002, para. 18 (TX507); Suburbia's June 1984 Quarterly Thrift Financial Report (TX 3218) Fidelity's June 1984 Quarterly Thrift Financial Report (TX 3219) SNL Securities, Inc. ­ Branch Migration Database Extract FDIC - Summary of Deposits database (http://www.fdic.gov/quicklinks/analysts.html)

Case 1:95-cv-00468-TCW

Document 161-2

Filed 02/08/2007

Page 19 of 20

Exhibit 5 Whole Thrift Institution Mergers and Acquisitions in New York 1999-2006 (1, 2)
Target State NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY Deal Value ($M) 39.5 265.3 41.5 3591.2 67.7 611.1 6396.3 154.3 42 1474.4 348.2 1578.5 67.1 69.6 99.8 5167.5 160.7 41.8 186.5 89.9 41.6 87.9 354.4 592.6 31.8 42.5 Target Assets ($000) 210,883 1,149,326 177,111 18,500,360 745,003 2,579,259 22,985,000 759,996 193,210 7,554,089 1,247,755 10,881,506 387,818 571,093 711,095 27,050,041 739,335 186,866 2,965,912 346,102 207,166 296,294 2,451,773 1,613,148 178,167 271,527 Target Deposits ($000) 140,793 969,702 104,650 10,503,254 590,866 1,811,693 12,546,000 487,572 176,374 3,855,593 925,427 6,118,239 265,063 389,523 493,043 14,593,669 497,632 108,987 2,150,944 221,545 150,013 196,413 1,549,419 1,119,444 150,578 227,584 P/ B (%) 178.18 198.75 140.04 152.45 172.50 198.13 297.53 198.43 268.46 223.75 212.45 289.94 170.94 151.75 125.44 300.77 124.84 140.89 169.07 153.23 150.79 130.03 199.06 153.86 128.45 215.19 Price/ TB (%) 178.20 222.88 140.06 346.25 172.50 266.90 378.90 206.08 268.46 245.19 266.12 290.36 170.94 151.75 137.20 428.45 125.89 140.89 171.33 153.23 150.79 130.03 291.37 153.86 128.45 219.94 Tangible Book Premium / Core Dep (%) 18.56 20.75 17.70 46.86 6.10 23.72 42.84 17.70 20.89 34.96 26.13 19.68 13.92 9.07 6.78 33.54 8.28 13.10 4.53 17.09 11.12 11.20 17.25 23.56 6.00 11.45 Anncd Date 4/20/2006 2/8/2006 12/20/2005 10/24/2005 10/26/2005 4/1/2004 2/15/2004 3/15/2004 4/26/2004 11/24/2003 8/10/2003 6/27/2003 7/22/2002 11/14/2001 9/4/2001 6/25/2001 11/24/2000 8/16/2000 6/27/2000 6/8/2000 2/17/2000 12/29/1999 8/30/1999 8/16/1999 5/17/1999 1/25/1999

Target Name ES&L Bancorp, Inc. Sound Federal Bancorp, Inc. Atlantic Liberty Financial Corp Independence Community Bank Corp. Great Lakes Bancorp, Inc. Hudson River Bancorp, Inc. GreenPoint Financial Corp. Warwick Community Bancorp, Inc. Liberty Bancshares Inc. Staten Island Bancorp, Inc. Troy Financial Corporation Roslyn Bancorp, Inc. Finger Lakes Bancorp, Inc. Yonkers Financial Corporation Ambanc Holding Co., Inc. Dime Bancorp, Incorporated Cohoes Bancorp Inc. GSB Financial Corporation Haven Bancorp, Inc. Catskill Financial Corporation Peekskill Financial Corporation CNY Financial Corp. Reliance Bancorp, Inc. JSB Financial, Inc. SFS Bancorp, Inc. Skaneateles Bancorp Inc.

Buyer Name Community Bank System Inc. Hudson City Bancorp Inc. Flushing Financial Corp. Sovereign Bancorp Inc. Bay View Capital Corp. First Niagara Finl Group North Fork Bancorp. Provident Bancorp Inc. Prosperity Bancshares Inc. Independence Comm. Bank Corp. First Niagara Finl Group New York Community Bancorp First Niagara Finl Group (MHC) National Bank of Greece, SA Hudson River Bancorp Washington Mutual Inc. Hudson River Bancorp Berkshire Bancorp Inc. Queens County Bancorp Inc. Troy Financial Corp. Sound Federal Bancorp (MHC) Niagara Bancorp Inc. (MHC) North Fork Bancorporation, Inc. North Fork Bancorporation, Inc. Hudson River Bancorp, Inc. BSB Bancorp, Inc.

Aggregates for 2002 - 2006 (2) Average: Median: Count: Aggregates for 1999 - 2001 Average: Median: Count: Combined Aggregates for 1999 - 2006 Average: Median: Count:
Footnote: (1) Deal Values greater than $25 million. (2) Based on available data through September 30, 2006. Source: SNL Financial LLC - DataSource and Interactive databases (database extracts via SNLxl addin for Microsoft Excel) (2)

1,129.0 265.3 13 535.9 89.9 13 832.5 127.1 26

5,182,409 1,149,326

2,961,171 925,427

207.81 198.43

242.53 245.19

23.83 20.75

2,891,425 571,093

1,680,676 389,523

164.87 151.75

183.32 151.75

13.31 11.20

4,036,917 742,169

2,320,924 495,338

186.34 171.72

212.92 175.35

18.57 17.48

Case 1:95-cv-00468-TCW

Document 161-2

Filed 02/08/2007

Page 20 of 20

Exhibit 6 Estimated Values for Suburbia (Updated)
Valuation Approach No. 1 No. 2A Period July 1994 Expert Report (2001) Valuation Benchmark Fidelity's Acquisition Price Median Tangible Book Premium/Core Deposits Ratio on 1999-2001 Acquisitions No. 2B Current (2006) Median Tangible Book Premium/Core Deposits Ratio on 1999-2006 Acquisitions
(1) (2) (3)

Suburbia's Estimated Value
(Dollars in Millions)

$100.3 (1)

$123.0 (2)

$211.6 (3)
X X X 60% = $100.3 Mil (Value)

Valuation Approach No. 1: Valuation Approach No. 2A: Valuation Approach No. 2B:

$167.1 Mil (Fidelity's acquisition price) 11.2% (Median tangible book premium/core deposits) 17.5% (Median tangible book premium/core deposits)

$1.098 Bil = $123.0 Mil (Value) $1.209 Bil = $211.6 Mil (Value)

*Notes: 1. In Fidelity's acquisition by Astoria, shareholders of Fidelity received an acquisition price per share of $29.00, which represented a 152% increase from Fidelity's conversion value of $11.50 per share. 2. Suburbia's core deposits were estimated to equal 94% of total deposits of $1.168 Bil at June 30, 2001. 3. Suburbia's core deposits were estimated to equal 73% of total deposits of $1.657 Bil at June 30, 2006.

Sources:

Valuations No. 1 and 2A are disclosed in Rochester Expert Report, para. 28 (TX507) Per FDIC Institution Directory, at 6/30/2006, Astoria's Core (Retail) Deposits = $9.648 Bil and Total Deposits = $13.272 Bil. [$9.648 / $13.272 = 73%]