ex10-2.htm


    Exhibit
10.2

    

      FLATBUSH
FEDERAL SAVINGS & LOAN

      ASSOCIATION

      


      AMENDED
AND RESTATED

      DIRECTOR
RETIREMENT PLAN

      


      


      


      Brooklyn,
New York

      


      Amendment
and Restatement Effective

      March
1, 2006

      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      AMENDED
AND RESTATED

       

      DIRECTOR
RETIREMENT PLAN

       

      This
Amended and Restated Director Retirement Plan (the “Plan”) amends and restates
the Flatbush Federal Savings & Loan of Brooklyn Directors Retirement Plan,
which was effective June 1, 1999 (the “Directors Retirement
Plan”).  This Plan formalizes the understanding by and between
Flatbush Federal Savings & Loan Association (the “Association”), a federally
chartered stock savings association, and its non-employee directors, hereinafter
referred to as “Director(s),” who shall be eligible to participate in this Plan
by execution of a Director Retirement Plan Joinder Agreement (“Joinder
Agreement”) in a form provided by the Association.  The Association
has herein restated the Plan with the intention that the Plan shall at all times
satisfy Section 409A of the Code (as defined herein) and the regulations
thereunder.  The provisions of the Plan shall be construed to
effectuate such intentions.

       

      W
I T N E S S E T H :

       

      WHEREAS, the Directors serve
the Association as members of the Board of Directors (“Board”); and

       

      WHEREAS, the Association
previously established the Directors Retirement Plan to recognize the Directors
who have provided long and faithful service to the Association, to ensure the
continued service on the Board by such Directors until retirement age, and to
recruit and retain highly qualified individuals as Directors in the future;
and

       

      WHEREAS, the Association and
the Directors intend this Plan to be considered an unfunded arrangement,
maintained primarily to provide supplemental retirement income for such
Directors; and

       

      WHEREAS, Section 409A of
the Code (as defined herein) requires that certain types of deferred
compensation arrangements comply with its terms or be subject to current taxes
and penalties; and

       

      WHEREAS, Code Section 409A and
the final regulations issued thereunder in April of 2007 necessitate further
changes to the Directors Retirement Plan; and

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      WHEREAS, the Association
hereby amends and restates the Director Retirement Plan in order to comply with
Code Section 409A.

       

      NOW, THEREFORE, in
consideration of the premises and of the mutual promises herein contained, the
Association and the Directors agree as follows:

       

      SECTION
I

       

      DEFINITIONS

       

      When used
herein, the following words and phrases shall have the meanings below unless the
context clearly indicates otherwise:

       

      
        	
                1.1

              	
                “Act” means the Employee
      Retirement Income Security Act of 1974, as amended from time to
      time.

              


      

       

      
        	
                1.2

              	
                “Administrator” means the
      Association.

              


      

       

      
        	
                1.3

              	
                “Annual Fees” means the
      sum of fees paid to a Director for attendance at regularly scheduled Board
      of Directors meetings for the calendar year in which a Director’s Benefit
      Age occurs.

              


      

       

      
        	
                1.4

              	
                “Annual Retainer” means
      the annual retainer paid to a
Director.

              


      

       

      
        	
                1.5

              	
                “Association” means
      Flatbush Federal Savings & Loan Association and any successor
      thereto.

              


      

       

      
        	
                1.6

              	
                “Beneficiary” means the
      person or persons (and their heirs) designated as Beneficiary in the
      Director’s Joinder Agreement to whom the deceased Director’s benefits are
      payable.  If no Beneficiary is so designated, then the
      Director’s Spouse, if living, will be deemed the
      Beneficiary.  If the Director’s Spouse is not living, then the
      Children of the Director will be deemed the Beneficiaries and will take on
      a per stirpes
      basis.  If there are no living Children, then the Estate will be
      deemed the Beneficiary.

              


      

       

      
        	
                1.7

              	
                “Benefit Age” shall mean
      the later of age 65 or the Director’s age on the date the Director
      completes five (5) years of Service on the Board, provided, however, that
      if a

              


      

       


      
        
           


        

        
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      Director’s
years of Service include years that the Director is an employee-Director, the
Director must first complete eighteen (18) months of Service as a non-employee
Director in order to attain his or her Benefit Age.

       

      
        	
                1.8

              	
                “Benefit Eligibility
      Date” shall be the date on which a Director is entitled to receive
      a benefit under the Plan.  A Director’s “Benefit Eligibility
      Date” shall occur on the 1st day of the calendar month coincident with or
      next  following (i) the month in which the Director retires
      following attainment of his Benefit Age; (ii) the month in which a
      Disability determination is made; (iii) the month in which the Director
      dies; or (iv) the month in which the Director’s Service is terminated
      (either voluntarily or involuntarily) following a Change in
      Control.

              


      

       

      
        	
                1.9

              	
                “Board” means the Board
      of Directors of the Association.

              


      

       

      
        	
                1.10

              	
                “Cause” means personal
      dishonesty, incompetence, willful misconduct, will malfeasance, breach of
      fiduciary duty involving personal profit, intentional failure to perform
      stated duties, willful violation of any law, rule, regulation (other than
      traffic violations or similar offenses), or final cease-and desist order,
      material breach of any provision of the Plan, or gross negligence in
      matters of material importance to the
  Association.

              


      

       

      
        	
                1.11

              	
                “Change in Control” shall
      mean (i) a change in ownership of the Association under paragraph (a)
      below, or (ii) a change in effective control of the Association under
      paragraph (b) below, or (iii) a change in the ownership of a substantial
      portion of the assets of the Association under paragraph (c)
      below:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Change in the ownership of the
      Association.  A change in the ownership of the
      Association shall occur on the date that any one person, or more than one
      person acting as a group (as defined in Final Treasury Regulation Section
      1.409A-3(i)(5)(v)(B) or subsequent guidance), acquires ownership of stock
      of the corporation that, together with stock held by such person or group,
      constitutes more than 50 percent of the total fair market value or total
      voting power of the stock of such
corporation.

              


      

       


      
        
           


        

        
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                (b)

              	
                Change in the effective control
      of the Association.  A change in the effective control of
      the Association shall occur on the date that either (i) any one
      person, or more than one person acting as a group (as defined in Final
      Treasury Regulation Section 1.409A-3(i)(5)(vi)(D) or subsequent guidance),
      acquires (or has acquired during the 12-month period ending on the date of
      the most recent acquisition by such person or persons) ownership of stock
      of the corporation possessing 30 percent or more of the total voting power
      of the stock of such corporation; or (ii) a majority of members of the
      corporation’s board of directors is replaced during any 12-month period by
      directors whose appointment or election is not endorsed by a majority of
      the members of the corporation’s board of directors prior to the date of
      the appointment or election, provided that this sub-section (ii) is
      inapplicable where a majority shareholder of the Association is another
      corporation.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Change in the ownership of a
      substantial portion of the Association’s assets.  A
      change in the ownership of a substantial portion of the Association’s
      assets shall occur on the date that any one person, or more than one
      person acting as a group (as defined in Final Treasury Regulation Section
      1.409A-3(i)(5)(vii)(C) or subsequent guidance), acquires (or has acquired
      during the 12-month period ending on the date of the most recent
      acquisition by such person or persons) assets from the corporation that
      have a total gross fair market value equal to or more than 40 percent of
      the total gross fair market value of (i) all of the assets of the
      Association, or (ii) the value of the assets being disposed of, either of
      which is determined without regard to any liabilities associated with such
      assets.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Notwithstanding
      anything herein to the contrary, a Change in Control shall not be deemed
      to have occurred upon the conversion of Flatbush Federal Bancorp, Inc.’s
      mutual holding company parent to stock form, or in connection with any
      reorganization used to effect such a
conversion.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Each
      of the sub-paragraphs (a) through (c) above shall be construed to be
      consistent with the requirements of Final Treasury Regulation Section
      1.409A

              


      

       


      
        
           


        

        
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      3(i)(5)
or subsequent guidance, except to the extent that such proposed regulations are
superseded by subsequent guidance.

       

      
        	
                1.12

              	
                “Children” means the
      Director’s children, or the issue of any deceased Children, then living at
      the time payments are due the Children under this Plan.  The
      term “Children” shall include both natural and adopted
      Children.

              


      

       

      
        	
                1.13

              	
                “Code” shall mean the
      Internal Revenue Code of 1986, as amended from time to time, and the rules
      and regulations promulgated
thereunder.

              


      

       

      
        	
                1.14

              	
                “Disability” means any
      case in which a Director: (i) is unable to engage in any substantial
      gainful activity by reason of any medically determinable physical or
      mental impairment which can be expected to result in death or can be
      expected to last for a continuous period of not less than 12 months; (ii)
      is, by reason of any medically determinable physical or mental impairment
      which can be expected to result in death or can be expected to last for a
      continuous period of not less than 12 months, receiving income replacement
      benefits for a period of not less than three months under an accident and
      health plan covering employees or non-employee directors of the
      Association; or (iii) is determined to be disabled by the Social Security
      Administration.

              


      

       

      
        	
                1.15

              	
                “Disability Benefit”
      means the monthly benefit payable to the Director following a
      determination of the Director’s Disability, provided the Director has
      completed five (5) years of Service at such time.  The
      Disability Benefit shall be equal to the Retirement Benefit as set forth
      in Section 1.19, based on the Director’s Annual Fee at the date of the
      Director’s cessation of Service due to the
  Disability.

              


      

       

      
        	
                1.16

              	
                “Estate” means the estate
      of the Director.

              


      

       

      
        	
                1.17

              	
                “Payout Period” means the
      time frame during which certain benefits payable hereunder shall be
      distributed.  Payments shall be made in equal monthly
      installments for a period of sixty (60) consecutive months commencing on
      the Benefit Eligibility Date.

              


      

       

      
        	
                1.18

              	
                “Plan Year” shall mean
      the calendar year.

              


      

       


      
        
           


        

        
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                1.19

              	
                “Retirement Benefit”
      means an annual amount payable to the Director who retires from or
      otherwise terminates service with the Board (other than for
      Cause).  The Retirement Benefit shall be equal to sixty percent
      (60%) of the Director’s Annual Fees in the Director’s last year of Service
      on the Board plus sixty
      percent (60%) of the Director’s Annual Retainer paid with respect to the
      Director’s last year of Service on the Board.  Each monthly
      payment during the Payout Period will equal one-twelfth (1/12) of the
      Retirement Benefit.

              


      

       

      
        	
                1.20

              	
                “Separation from Service”
      or “Separated from
      Service” shall mean, consistent with Code Section 409A(2)(a)(i),
      the Director’s death, retirement, or termination of service from the Board
      following a failure to be reappointed or reelected to the
      Board.  For these purposes, a Director shall not be deemed to
      have a Separation from Service until the Director no longer serves on the
      Board of the Association, the Association’s holding company, or any member
      of a controlled group of corporations with the Association or holding
      company within the meaning of Treasury Regulation
      §1.409A-1(a)(3).

              


      

       

      
        	
                1.21

              	
                “Service” means all years
      of service as a Director of the Association and all predecessor (or
      successor) entities of the Association.  Years of service as a
      Director need not be continuous.

              


      

       

      
        	
                1.22

              	
                “Spouse” means the
      individual to whom the Director is legally married at the time of the
      Director’s death.

              


      

       

      
        	
                1.23

              	
                “Survivor’s Benefit”
      means an annual amount payable to the Beneficiary in monthly installments
      throughout the Payout Period, and subject to Subsection
      3.2.  The Survivor’s Benefit shall be equal to the Retirement
      Benefit payable to the Director, based on the Director’s Annual Retainer
      Fee at the date of death.

              


      

       

      SECTION
II

       

      ESTABLISHMENT OF RABBI
TRUST

       

      The
Association may establish a rabbi trust into which the Association may
contribute assets which shall be held therein, subject to the claims of the
Association’s creditors in the event of the Association’s “Insolvency” as
defined in the agreement which establishes such rabbi trust,

       


      
        
           


        

        
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      until the
contributed assets are paid to the Directors and their Beneficiaries in such
manner and at such times as specified in this Plan.  It is the
intention of the Association to make contributions to the rabbi trust to provide
the Association with a source of funds to assist it in meeting the liabilities
of this Plan.  The rabbi trust and any assets held therein shall
conform to the terms of the rabbi trust agreement which may be established in
conjunction with this Plan.  To the extent the language in this Plan
is modified by the language in the rabbi trust agreement, the rabbi trust
agreement shall supersede this Plan.  Any contributions to the rabbi
trust shall be made during each Plan Year in accordance with the rabbi trust
agreement.

       

      SECTION
III

       

      BENEFITS

       

      
        	
                3.1

              	
                Retirement
      Benefit.  A Director who remains in the Service of the
      Board until attainment of his Benefit Age shall be entitled to the
      Retirement Benefit.  Such Retirement Benefit shall commence on
      the Benefit Eligibility Date, and shall be payable in monthly installments
      throughout the Payout Period.  In the event a Director dies
      after commencement of the Retirement Benefit payments but before
      completion of all such payments due and owing hereunder, the Association
      shall pay to the Director’s Beneficiary a continuation of the monthly
      installments for the remainder of the Payout
  Period.

              


      

       

      
        	
                3.2

              	
                Death During Service
      on the Board. If the Director
      dies while in the Service of the Association, the Director’s Beneficiary
      shall be entitled to the Survivor’s Benefit, provided the Director has
      completed five (5) years of Service at the time of death.  The
      Survivor’s Benefit shall commence on the Benefit Eligibility Date and
      shall be payable in monthly installments throughout the Payout
      Period.  The Survivor’s Benefit shall be equal to the full
      Retirement Benefit, calculated as if the Director had survived and
      remained in the Service of the Association until reaching his Benefit
      Age.

              


      

       

      
        	
                3.3

              	
                Separation from
      Service Related to a Change in
Control.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                If
      a Change in Control occurs at the Association, and thereafter the Director
      Separates from Service with Board (either voluntarily or involuntarily),
      other than

              


      

       


      
        
           


        

        
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      due to
termination for Cause,  the Director shall be entitled to his full
Retirement Benefit.  Such benefit shall commence on the Benefit
Eligibility Date, and shall be payable in monthly installments throughout the
Payout Period.  In the event that the Director dies at any time after
commencement of the payments, but prior to completion of all such payments due
and owing hereunder, the Association, or its successor, shall pay to the
Director’s Beneficiary a continuation of the monthly installments for the
remainder of the Payout Period.

       

      
        	
                 
      

              	
                (b)

              	
                If,
      after a Separation from Service, the Director dies prior to commencement
      of the Retirement Benefit hereunder, the Director’s Beneficiary shall be
      entitled to the Survivor’s Benefit which shall commence on the Benefit
      Eligibility Date.  The Survivor’s Benefit shall be payable in
      monthly installments over the Payout
Period.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Notwithstanding
      anything to the contrary herein, the Director shall have the right within
      thirty (30) days of becoming a Plan participant to elect in his Joinder
      Agreement to receive the present value of his Retirement Benefit payable
      upon a Separation from Service within two (2) years following a Change in
      Control (determined using the applicable federal rate as set forth in Code
      Section 1274(d)), to be paid in a single cash lump sum distribution on the
      Director’s Benefit Eligibility Date.  If the Director has not
      made any election, his or her benefit will be payable in monthly
      installments pursuant to the terms of the
Plan.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Notwithstanding
      anything in the Plan to the contrary, a Director who previously filed an
      election form with the Association may elect to change his or her form of
      payment to another permissible form of payment (e.g., from a lump sum to
      installments, or vice versa) by filing with the Association a Transition
      Year Election Form, attached hereto as Exhibit B, provided that such
      election is made by December 31,
2008.

              


      

       

      
        	
                3.5

              	
                Termination for
      Cause.  If the Director is terminated for Cause, all
      benefits under this Plan shall be forfeited and this Plan shall become
      null and void as to the Director.

              


      

       


      
        
           


        

        
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                3.6

              	
                Disability
      Benefit.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Notwithstanding
      any other provision hereof, a Director who has not attained his Benefit
      Age shall be entitled to receive the Disability Benefit hereunder in any
      case in which it is determined that the Director has incurred a
      Disability, provided the Director has completed five (5) years of Service
      at such time.  If the Director’s Service is terminated pursuant
      to this paragraph, the Director’s Benefit Eligibility Date shall be the
      first day of the month following the month in which the Disability
      determination is made.  The Disability Benefit shall be payable
      in monthly installments over the Payout Period. In the event the Director
      dies while receiving payments pursuant to this Subsection, but prior to
      the completion of all payments due and owing hereunder, the Association
      shall pay to the Director’s Beneficiary a continuation of the monthly
      installments for the remainder of the Payout
  Period.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      the Director dies after it is determined that such Director has incurred a
      Disability but before the commencement of such payments, the Director’s
      Beneficiary shall be entitled to the Director’s Disability Benefit payable
      over the Payout Period.  Such benefit shall be payable to the
      Beneficiary in monthly installments over the Payout Period commencing on
      the Benefit Eligibility Date.

              


      

       

      SECTION
IV

       

      BENEFICIARY
DESIGNATION

       

      The
Director shall make an initial designation of primary and secondary
Beneficiaries upon execution of his Joinder Agreement and shall have the right
to change such designation, at any subsequent time, by submitting to the
Administrator in substantially the form attached as Exhibit A to the Joinder
Agreement, a written designation of primary and secondary
Beneficiaries.  Any Beneficiary designation made subsequent to
execution of the Joinder Agreement shall become effective only when receipt
thereof is acknowledged in writing by the Administrator.

       


      
        
           


        

        
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      SECTION
V

       

      DIRECTOR’S
RIGHT TO ASSETS

       

      The
rights of the Director, any Beneficiary, or any other person claiming through
the Director under this Plan, shall be solely those of an unsecured general
creditor of the Association.  The Director, the Beneficiary, or any
other person claiming through the Director, shall only have the right to receive
from the Association those payments so specified under this Plan.  The
Director agrees that he, his Beneficiary, or any other person claiming through
him shall have no rights or interests whatsoever in any asset of the
Association, including any insurance policies or contracts which the Association
may possess or obtain to informally fund this Plan.  Any asset used or
acquired by the Association in connection with the liabilities it has assumed
under this Plan, unless expressly provided herein, shall not be deemed to be
held under any trust for the benefit of the Director or his Beneficiaries, nor
shall any asset be considered security for the performance of the obligations of
the Association.  Any such asset shall be and remain, a general,
unpledged, and unrestricted asset of the Association.

       

      SECTION
VI

       

      RESTRICTIONS UPON
FUNDING

       

      The
Association shall have no obligation to set aside, earmark or entrust any fund
or money with which to pay its obligations under this Plan.  The
Director, his Beneficiaries or any successor in interest to him shall be and
remain simply a general unsecured creditor of the Association in the same manner
as any other creditor having a general claim for matured and unpaid
compensation.  The Association reserves the absolute right in its sole
discretion to either purchase assets to meet its obligations undertaken by this
Plan or to refrain from the same and to determine the extent, nature, and method
of such asset purchases.  Should the Association decide to purchase
assets such as life insurance, mutual funds, disability policies or annuities,
the Association reserves the absolute right, in its sole discretion, to
terminate such assets at any time, in whole or in part.  At no time
shall the Director be deemed to have any lien, right, title or interest in or to
any specific investment or to any assets of the Association.  If the
Association elects to invest in a life insurance, disability or annuity policy
upon the life of the Director, then

       


      
        
           


        

        
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      the
Director shall assist the Association by freely submitting to a physical
examination and by supplying such additional information necessary to obtain
such insurance or annuities.

       

      SECTION
VII

       

      ALIENABILITY AND ASSIGNMENT
PROHIBITION

       

      Neither
the Director nor any Beneficiary under this Plan shall have any power or right
to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or
otherwise encumber in advance any of the benefits payable hereunder, nor shall
any of said benefits be subject to seizure for the payment of any debts,
judgments, alimony or separate maintenance owed by the Director or his
Beneficiary, nor be transferable by operation of law in the event of bankruptcy,
insolvency or otherwise.  In the event the Director or any Beneficiary
attempts assignment, communication, hypothecation, transfer or disposal of the
benefits hereunder, the Association’s liabilities shall forthwith cease and
terminate.

       

      SECTION
VIII

       

      ACT
PROVISIONS

       

      
        	
                8.1

              	
                Named Fiduciary and
      Administrator.  The Association, as Administrator, shall
      be the “Named Fiduciary” of this Plan, as defined under the
      Act.  As Administrator, the Association shall be responsible for
      the management, control and administration of the Plan as established
      herein.  The Administrator may delegate to others certain
      aspects of the management and operational responsibilities of the Plan,
      including the employment of advisors and the delegation of ministerial
      duties to qualified individuals.

              


      

       

      
        	
                8.2

              	
                Claims Procedure and
      Arbitration.  In the event that benefits under this Plan
      are not paid to the Director (or to his Beneficiary in the case of the
      Director’s death), and such claimant feels that he or she is entitled to
      receive such benefits, then a written claim must be made to the
      Administrator within sixty (60) days from the date payments are
      refused.  The Association and its Board of Directors shall
      review the written claim and, if the claim is denied, in whole or in part,
      they shall provide in writing, within ninety (90) days of receipt of such
      claim, their specific reasons for such denial, reference to the provisions
      of this Plan or the Joinder Agreement upon which the denial is based, and
      any additional

              


      

       


      
        
           


        

        
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      material
or information necessary to perfect the claim.  Such writing by the
Association and its Board shall further indicate the additional steps which must
be undertaken by claimants if an additional review of the claim denial is
desired.

       

      If
claimants desire a second review, they shall notify the Administrator in writing
within sixty (60) days of the first claim denial.  Claimants may
review this Plan, the Joinder Agreement or any documents relating thereto and
submit any issues and comments, in writing, they may feel
appropriate.  In its sole discretion, the Administrator shall then
review the second claim and provide a written decision within sixty (60) days of
receipt of such claim.  This decision shall state the specific reasons
for the decision and shall include reference to specific provisions of this Plan
or the Joinder Agreement upon which the decision is based.

       

      If
claimants continue to dispute the benefit denial based upon completed
performance of this Plan and the Joinder Agreement or the meaning and effect of
the terms and conditions thereof, then claimants may submit the dispute to
mediation, administered by the American Arbitration Association (“AAA”) (or a
mediator selected by the parties) in accordance with the AAA’s Commercial
Mediation Rules.  If mediation is not successful in resolving the
dispute, it shall be settled by arbitration administered by the AAA under its
Commercial Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction
thereof.

       

      SECTION
IX

       

      MISCELLANEOUS

       

      
        	
                9.1

              	
                No Effect on
      Director’s Rights.  Nothing contained herein will confer
      upon the Director the right to be retained in the Service of the
      Association nor limit the right of the Association to deal with the
      Director without regard to the existence of the
  Plan.

              


      

       

      
        	
                9.2

              	
                State
      Law.  The Plan is established under, and will be
      construed according to, the laws of the State of New York, to the extent
      such laws are not preempted by the Act and valid regulations published
      thereunder.

              


      

       


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      
        	
                9.3

              	
                Construction and
      Severability.  This Plan is adopted following the
      enactment of Code Section 409A and is intended to be construed consistent
      with the requirements of that Section, the Treasury regulations and other
      guidance issued thereunder.  If any provision of the Plan shall
      be determined to be inconsistent therewith for any reason, then the Plan
      shall be construed, to the maximum extent possible, to give effect to such
      provision in a manner that is consistent with Code Section 409A, and if
      such construction is not possible, as if such provision had never been
      included.  In the event that any of the provisions of this Plan
      or portion thereof are held to be inoperative or invalid by any court of
      competent jurisdiction, then: (1) insofar as is reasonable, effect will be
      given to the intent manifested in the provisions held to be invalid or
      inoperative, and (2) the invalidity and enforceability of the remaining
      provisions will not be affected thereby.  If required by Code
      Section 409A, a Director’s termination of Service on the Board shall be
      deemed to be defined in accordance with the definition of Separation from
      Service set forth thereunder.

              


      

       

      
        	
                9.4

              	
                Incapacity of
      Recipient.  In the event the Director is declared
      incompetent and a conservator or other person legally charged with the
      care of his person or Estate is appointed, any benefits under the Plan to
      which such Director is entitled shall be paid to such conservator or other
      person legally charged with the care of his person or
    Estate.

              


      

       

      
        	
                9.5

              	
                Unclaimed
      Benefit.  The Director shall keep the Association
      informed of his current address and the current address of his
      Beneficiaries.  The Association shall not be obligated to search
      for the whereabouts of any person.  If the location of the
      Director is not made known to the Association as of the date upon which
      any payment of any benefits may first be made, the Association shall delay
      payment of the Director’s benefit payment(s) until the location of the
      Director is made known to the Association; however, the Association shall
      only be obligated to hold such benefit payment(s) for the Director until
      the expiration of thirty-six (36) months.  Upon expiration of
      the thirty-six (36) month period, the Association may discharge its
      obligation by payment to the Director’s Beneficiary.  If the
      location of the Director’s Beneficiary is not made known to the
      Association by the end of an additional two (2) month period following
      expiration of the thirty-six (36) month period, the Association may
      discharge its obligation by payment
to

              


      

       


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      the
Director’s Estate.  If there is no Estate in existence at such time or
if such fact cannot be determined by the Association, the Director and his
Beneficiary(ies) shall thereupon forfeit any rights to the balance, if any, of
any benefits provided for such Director and/or Beneficiary under this
Plan.

       

      
        	
                9.6

              	
                Limitations on
      Liability.  Notwithstanding any of the preceding
      provisions of the Plan, no individual acting as an employee or agent of
      the Association, or as a member of the Board shall be personally liable to
      the Director or any other person for any claim, loss, liability or expense
      incurred in connection with the
Plan.

              


      

       

      
        	
                9.7

              	
                Gender.  Whenever
      in this Plan words are used in the masculine or neuter gender, they shall
      be read and construed as in the masculine, feminine or neuter gender,
      whenever they should so apply.

              


      

       

      
        	
                9.8

              	
                Effect on Other
      Corporate Benefit Plans.  Nothing contained in this Plan
      shall affect the right of the Director to participate in or be covered by
      any other corporate benefit available to Directors of the Association
      constituting a part of the Association’s existing or future compensation
      structure.

              


      

       

      
        	
                9.9

              	
                Inurement.  This
      Plan shall be binding upon and shall inure to the benefit of the
      Association, its successors and assigns, and the Director, his successors,
      heirs, executors, administrators, and
  Beneficiaries.

              


      

       

      
        	
                9.10

              	
                Headings.  Headings
      and sub-headings in this Plan are inserted for reference and convenience
      only and shall not be deemed a part of this
  Plan.

              


      

       

      
        	
                9.11

              	
                ERISA and Code
      Disclaimer.  It is intended that the Plan be neither an
      “employee welfare benefit plan” nor an “employee pension benefit plan” for
      purposes of the Employee Retirement Income Security Act of 1974, as
      amended (“ERISA”).  Further, it is intended that the Plan will
      not cause the interest of a Director under the Plan to be includable in
      the gross income of such Director prior to the actual receipt of a payment
      under the Plan for purposes of the
Code.

              


      

       


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      
        	
                9.12

              	
                Payment of Code
      Section 409A Taxes.  This Plan shall permit the
      acceleration of the time or schedule of a payment to pay any taxes that
      may become due at any time that the arrangement fails to meet the
      requirements of Code Section 409A and the regulations and other guidance
      promulgated thereunder.  Such payments shall not exceed the
      amount required to be included in income as the result of the failure to
      comply with the requirements of Code Section
  409A.

              


      

       

      
        	
                9.13

              	
                Acceleration of
      Payments.  Except as specifically permitted herein or in
      other sections of this Plan, no acceleration of the time or schedule of
      any payment may be made hereunder.  Notwithstanding the
      foregoing, payments may be accelerated hereunder by the Association, in
      accordance with the provisions of Treasury Regulation Section
      1.409A-3(j)(4) and any subsequent guidance issued by the United States
      Treasury Department.  Accordingly, payments may be accelerated,
      in accordance with requirements and conditions of the Treasury Regulations
      (or subsequent guidance) in the following circumstances: (i) as a result
      of certain domestic relations orders; (ii) in compliance with ethics
      agreements with the Federal government; (iii) in compliance with ethics
      laws or conflicts of interest laws; (iv) in limited cash-outs (but not in
      excess of the limit under Code Section 402(g)(1)(B)); (v) in the case of
      certain distributions to avoid a non-allocation year under Code Section
      409(p); (vi) to apply certain offsets in satisfaction of a debt of the
      Director to the Association; (vii) in satisfaction of certain bona fide
      disputes between the Director and the Association; or (viii) for any other
      purpose set forth in the Treasury Regulations and subsequent
      guidance.

              


      

       

      SECTION
X

       

      AMENDMENT/REVOCATION

       

      
        	
                10.1

              	
                Amendment.  The
      Association reserves the right to amend this Plan at any
      time.  However, to the extent any such amendment would adversely
      impact the accrued benefits of any Director, the amendment shall require
      the written consent of such
Director.

              


      

      


      
        	
                10.2

              	
                Termination.  No
      amendment or termination of the Plan shall directly or indirectly reduce
      the accrued portion of any account held hereunder as of the effective date
      of such amendment or termination (all benefits accrued under this Plan
      shall be fully vested and

              


      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      accrued
at all times).  A termination of the Plan will not be a distributable
event, except in three circumstances set forth below in this
paragraph.  Under no circumstances may the Plan permit the
acceleration of the time or form of any payment under the Plan prior to the
payment events specified herein, except as provided in this Section
10.2(b).  The Association may, in its discretion, elect to terminate
the Plan in any of the following three circumstances and accelerate the payment
of the entire unpaid balance of the Director’s accrued benefits as if the
Director had Separated from Service as of the date of the Plan termination and
in accordance with Section 409A of the Code: (i) the Plan is irrevocably
terminated within the 30 days preceding a Change in Control and (1) all
arrangements sponsored by the Association that would be aggregated with the Plan
under Treasury Regulation §1.409A-1(c)(2) are terminated, and (2) the Director
and all participants under the other aggregated arrangements receive all of
their benefits under the terminated arrangements within 12 months of the date
the Association irrevocably takes all necessary action to terminate the Plan and
the other aggregated arrangements; (ii) the Plan is irrevocably terminated at a
time that is not proximate to a downturn in the financial health of the
Association and (1) all arrangements sponsored by the Association that would be
aggregated with the Plan under Treasury Regulation 1.409A-1(c) if the Director
participated in such arrangements are terminated, (2) no payments are made
within 12 months of the date the Association takes all necessary action to
irrevocably terminate the arrangements, other than payments that would be
payable under the terms of the arrangements if the termination had not occurred,
(3) all payments are made within 24 months of the date the Association takes all
necessary action to irrevocably terminate the arrangements, and (4) the
Association does not adopt a new arrangement that would be aggregated with the
Plan under Treasury Regulation 1.409A-1(c) if a Director participated in both
arrangements, at any time within three years following the date the Association
takes all necessary action to irrevocably terminate the Plan; or (iii) the Plan
is terminated within 12 months of a corporate dissolution taxed under Section
331 of the Code, or with the approval of a bankruptcy court pursuant to 11
U.S.C. §503(b)(1)(A), provided that the amounts deferred by a Director under the
Plan are included in the Director’s gross income in the later of (1) the
calendar year in which the termination of


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      the Plan
occurs, or (2) the first calendar year in which the payment is administratively
practicable.

      


      SECTION
XI

      EXECUTION

      


      
        	
                11.1

              	
                This
      Plan sets forth the entire understanding of the parties hereto with
      respect to the transactions contemplated hereby, and any previous
      agreements or understandings between the parties hereto regarding the
      subject matter hereof are merged into and superseded by this
      Plan.

              


      

       

      
        	
                11.2

              	
                This
      Plan shall be executed in triplicate, each copy of which, when so executed
      and delivered, shall be an original, but all three copies shall together
      constitute one and the same
instrument.

              


      

       

      [Remainder
of Page Intentionally Left Blank]

       


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Association has caused this Plan to be executed on the day
and date first above written.

      


      
        	
                ATTEST:

              	 
      	
                FLATBUSH
      FEDERAL SAVINGS & LOAN

              
	 
      	 
      	
                ASSOCIATION

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                /s/
      Donna Buencamino

              	 
      	
                By:

              	
                 /s/
      Jesus R. Adia

              
	 
      	 
      	
                Its:

              	
                President

              


      

      


      



      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      AMENDED
AND RESTATED DIRECTOR RETIREMENT PLAN

      JOINDER
AGREEMENT

      


      I, ________________, and Flatbush
Federal Savings & Loan Association hereby agree that I shall participate in
the Amended and Restated Director Retirement Plan (“Plan”), which amended and
restated Plan is effective as of March 1, 2006, by Flatbush Federal Savings
& Loan Association, as such Plan may now exist or hereafter be modified; and
do further agree to the terms and conditions thereof.  I understand
that my receipt (or my Beneficiary’s receipt) of the Retirement Benefit (or
Survivor’s Benefit) shall be subject to all provisions of the Plan.

       

      In the
event of my termination of service within two (2) years following a Change in
Control, I elect to receive my Retirement Benefit in the form of:

       

      _____  60
monthly payments

       

      _____  a
lump sum payment that is the present value of 60 monthly payments.

       

      I hereby
designate the following individuals as my “Beneficiary” and I am aware
that I can subsequently change such designation by submitting to the
Administrator, at any subsequent time, and in substantially the form attached
hereto as Exhibit A, a written designation of the primary and secondary
Beneficiaries to whom payment under the Plan shall be made in the event of my
death prior to complete distribution of the benefits due and payable under the
Plan.  I understand that any Beneficiary designation made subsequent
to execution of the Joinder Agreement shall become effective only when receipt
thereof is acknowledged in writing by the Administrator.

       

      PRIMARY
BENEFICIARY:

      Name:____________________________________  %
of Benefit:_______________________

      Name:____________________________________  %
of Benefit:_______________________

      Name:____________________________________  %
of Benefit:_______________________

      


      SECONDARY
BENEFICIARY (if all Primary Beneficiaries pre-decease the
Director):

      Name:____________________________________  %
of Benefit:_______________________

      Name:____________________________________  %
of Benefit:_______________________

      Name:____________________________________  %
of Benefit:_______________________

      


      I further
understand that I am entitled to review or obtain a copy of the Plan, at any
time, and may do so by contacting the Association.

       

      This
Joinder Agreement shall become effective upon execution (below) by both the
Director and a duly authorized officer of the Association.

      


      Dated
this ____ day of _________, 20_____.

      


      
        	 
      	 
      	 
      
	
                Director

              	 
      	
                Association’s
      Duly Authorized Officer

              


      

      



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


      


      


      EXHIBIT
B

      FLATBUSH
FEDERAL SAVINGS & LOAN ASSOCIATION

      


      AMENDED
AND RESTATED DIRECTOR RETIREMENT PLAN

      


      TRANSITION
YEAR ELECTION FORM

       

      


      Instructions:  If
you are a participant in the Flatbush Federal Savings & Loan Association
Amended and Restated Director Retirement Plan (the “Plan”), and you previously
elected the form of payment of your benefit (e.g., lump sum, monthly
installments) upon the occurrence your Separation from Service following a
Change in Control, you have a limited period of time to use this Transition Year
Election Form to elect to change your previous distribution
option.  For example, if you previously elected to receive your Plan
benefits in monthly installments upon your Separation from Service with the
Association following a Change in Control, you may use this Transition Year
Election Form to change your form of benefit to a lump sum
distribution.

      


      Due
to IRS rules, individuals who participate in the Plan during 2008 must complete
this form no later than December 31, 2008.  You may not use this form to
change your distribution elections with respect to payments that are scheduled
to be made to you in 2008,, or otherwise to cause payments to be made to you in
2008.

      


      Print
Name:                                

      


      I am a
participant in the Flatbush Federal Savings & Loan Association Amended and
Restated Director Retirement Plan.  The Plan provides that benefits
will be paid upon my Separation from Service (as defined in the Plan) within two
years following a Change in Control.  I previously filed an election
with the Association to receive my benefits in one form of payment, and I now
wish to change my distribution options by completing this Transition Year
Election Form.  I understand that I may not make an election to cause
payments to be made in 2008, or to change the form of payment of benefits that
are scheduled to begin in 2008.

      


      Note:                      If you do not wish to change your
form of payment under a previously filed Initial Deferral Election Form with
Distribution Options (or other similar election form), then you do not need to
complete this Transition Year Election Form.

      


      In the
event of a Change in Control and my Separation from Service in connection with
or following the Change in Control, I elect to receive my Retirement Benefit in
the form of:

      


      _______       60
monthly payments

      


      _______        a
lump sum payment that is the present value of 60 monthly payments.

      


      


      Dated
this ____ day of _________, 20_____.

      


      


      


      
        	 
      	 
      	 
      
	
                Director

              	 
      	
                Association’s
      Duly Authorized Officer