TERMINATION AGREEMENT AND RELEASE
                        ---------------------------------


     This  Termination  Agreement  and Release (the  "Agreement  and  Release"),
entered into on  ________________  2006,  and effective as of the Effective Date
(defined  below),  by and  between  William  Gilfillan  ("Executive"),  Atlantic
Liberty  Financial Corp.  ("ALFC"),  Atlantic  Liberty  Savings,  F.A.  ("ALS"),
Flushing  Financial   Corporation   ("FFC"),  and  Flushing  Savings  Bank,  FSB
("Flushing Savings Bank").

     WHEREAS,  pursuant to the  Agreement  and Plan of Merger by and between FFC
and ALFC,  dated as of December  __, 2005 (the  "Merger  Agreement"),  ALFC will
merge with FFC (the "FFC  Merger")  (the date of closing of the FFC Merger being
the "Effective Date"); and

     WHEREAS,  Executive is a party to an employment  agreement  with ALFC dated
December 15, 2004 (the "2004  Agreement"),  and is also a party to an employment
agreement with ALS dated October 16, 2002 (the "2002 Agreement"); and

     WHEREAS,  each of the  2002  Agreement  and the  2004  Agreement  has  been
modified by an Addendum,  each  executed as of December 20, 2005  (collectively,
the 2002  Agreement,  the 2004 Agreement and the Addenda shall be referred to as
the "Agreements"); and

     WHEREAS, ALFC, ALS, and Flushing have executed a Settlement Agreement dated
as of December __, 2005 (the  "Settlement  Agreement"),  pursuant to which on or
before  December 31,  2005,  ALFC or ALS will make a payment to Executive in the
amount of $525,000 in consideration of Executive's execution and delivery of the
Letter Agreement; and

     WHEREAS, FFC and Executive have agreed that in exchange for the payments to
Executive set forth herein,  the Agreements  will  terminate in their  entirety,
effective as of the Effective Date, and FFC, Flushing Savings Bank, ALFC and ALS
will no longer have any obligation to Executive under the Agreements, other than
as set forth herein.

     NOW  THEREFORE,  in  consideration  of the  foregoing  and  other  good and
valuable   consideration   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, it is agreed as follows:

     1. Acknowledgement of Payment,  Release and Waiver. In consideration of the
payment by ALFC or ALS to the Executive of six-hundred,  seventy-nine  thousand,
five-hundred and fifty-eight and 00/100 Dollars  ($679,558.00)  (less applicable
withholding  taxes) (the  "Termination  Payment")  on the  Effective  Date,  the
Executive,  ALFC,  ALS,  FFC and  Flushing  Savings  Bank hereby  agree that the
Agreements  shall be terminated  without any further action of any party hereto.
Except as provided below, upon and as a condition of the receipt by Executive of
the Termination Payment,  Executive,  for himself and for his heirs,  successors
and assigns,  hereby releases  completely and forever  discharges ALFC, ALS, FFC
and Flushing  Savings Bank, and each of their  successors and assigns,  from any
obligation  under the Agreements  and paragraph 4 of the  Settlement  Agreement.
Notwithstanding  the  foregoing,  this  Agreement  and Release  shall not affect
Executive's rights or benefits under any tax-qualified  employee benefit plan of
ALFC or ALS or any split dollar insurance  arrangement  however  contemplated or
provided for in the Settlement Agreement.

<PAGE>n

     2. Waiver of Tax Gross-Up.  The  Executive,  ALFC and ALS hereby agree that
this  Agreement  and  Release  shall  apply to  release,  waive,  discharge  and
otherwise  extinguish any  obligations of ALFC and ALS (or their  successors and
assigns) to indemnify  the  Executive or otherwise  provide the  Executive  with
reimbursement for any excise taxes under Section 4999 of the Code and any income
and related  employment  taxes (including  penalties and interest),  and to hold
ALFC and ALS (or their successors and assigns) harmless with respect to any such
amounts as  contemplated by the provisions of Section 11,  "Additional  Payments
Related to a Change in Control," of the 2004 Agreement,  provided, however, that
the provisions of this Section 2 shall only become  effective upon the Effective
Date.  Notwithstanding anything herein to the contrary, the Executive,  ALFC and
ALS (or their  successors and assigns)  understand and agree that this Agreement
and Release shall not apply to release,  discharge or otherwise  extinguish  any
obligations  of ALFC or ALS (or their  successors  and  assigns) to indemnify or
otherwise reimburse the Executive for any excise taxes under Section 4999 of the
Code in the event that the transactions contemplated by the Merger Agreement are
not consummated in accordance with the express terms of the Merger Agreement. In
the  event  that  the  transactions  contemplated  by the  terms  of the  Merger
Agreement  are not  consummated,  the  Executive,  ALFC and ALS  agree  that the
provisions  of this  Section 2 shall  have no further  effect  and shall  become
inoperative,  but the  provisions of Section 1 hereof shall remain  operative as
written above.

     3. General Provisions.

     (a) Heirs,  Successors and Assigns. The terms of this Agreement and Release
shall be binding  upon the parties  hereto and each of their  respective  heirs,
successors and assigns.

     (b) Final Agreement.  This Agreement and Release,  the Settlement Agreement
and the  Non-Competition  Agreement  referred to therein and attached thereto as
Exhibit A represent the entire  understanding of the parties with respect to the
subject matter hereof and supersedes all prior understandings,  written or oral.
The terms of this  Agreement and Release may be changed,  modified or discharged
only by an instrument in writing signed by the parties  hereto.  Notwithstanding
anything herein to the contrary,  the provisions of the Settlement Agreement and
the  Non-Competition  Agreement  referred  to therein  and  attached  thereto as
Exhibit A shall  survive  the  execution  and  delivery  of this  Agreement  and
Release.

     (c) Governing Law. This Agreement and Release shall be construed,  enforced
and  interpreted in accordance with and governed by the laws of the State of New
York, without reference to its principles of conflicts of law.

     (d) Counterparts. This Agreement and Release may be executed in one or more
counterparts,  each of which counterpart,  when so executed and delivered, shall
be deemed an  original  and all of which  counterparts,  taken  together,  shall
constitute but one and the same agreement.

     (e) Severability. Any term or provision of this Agreement and Release which
is held to be invalid or  unenforceable  shall be  ineffective  to the extent of
such invalidity or  unenforceability  without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement and Release.


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<PAGE>

     (f) Binding  Agreement.  The  Executive  acknowledges  that by his free and
voluntary act of signing  below,  the Executive  agrees to all the terms of this
Agreement and Release and intends to be legally bound thereby.

     (g) Arbitration.  Any dispute or controversy arising under or in connection
with this  Agreement  shall be settled  exclusively  by  arbitration,  conducted
before a panel of three  arbitrators,  one of whom shall be selected by FFC, one
of whom shall be selected by  Executive  and the third of whom shall be selected
by the other two  arbitrators.  The panel shall sit in a location  within  fifty
(50) miles from the location of the Company, in accordance with the rules of the
Judicial Mediation and Arbitration System (JAMS) then in effect. Judgment may be
entered on the  arbitrators  award in any court having  jurisdiction;  provided,
however,  that Executive  shall be entitled to seek specific  performance of his
right to be paid until the Effective  Date during the pendency of any dispute or
controversy arising under or in connection with this Agreement and Release.

     (h) Legal Fees. If FFC does not pay the second  installment  of the payment
due  under  the  Non-competition  Agreement  on  the  first  anniversary  of the
effective  date of the  merger of ALFC into FFC other than  pursuant  to any cut
back as provided in  paragraph 8 of the  Settlement  Agreement,  all  reasonable
legal fees paid or incurred by Executive  in order to compel such payment  shall
be  reimbursed  by FFC,  provided that the dispute has been settled by Executive
and FFC or resolved in Executive's favor.

                            [signature page follows]

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<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have  signed this  Agreement  and
Release.



EXECUTIVE                                   DATE



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ATLANTIC LIBERTY FINANCIAL CORP.            DATE



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By:


ATLANTIC LIBERTY SAVINGS, F.A.              DATE



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By:


FLUSHING FINANCIAL CORPORATION              DATE



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By:


FLUSHING SAVINGS BANK, FSB                  DATE



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By:




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