NON-COMPETlTION AGREEMENT

     This  Non-competition  Agreement  (this  "Agreement") is entered into as of
December 20, 2005 by and between William M. Gilfillan, residing at 25 Sunnywoods
Drive,  Huntington  Station,  New York,  11746 (the  "Executive")  and  Flushing
Financial Corporation,  a Delaware corporation ("FFC"). Terms not defined herein
shall have the meanings ascribed to them in the Merger Agreement.

                              W I T N E S S E T H:

     WHEREAS,  pursuant to an Agreement and Plan of Merger, dated as of December
20, 2005 (the  "Merger  Agreement"),  by and between FFC and Breezy,  a Delaware
corporation ("Breezy"), Breezy will merge with and into FFC (the "Merger");

     WHEREAS,  the Merger Agreement  provides that subsequent to consummation of
the Merger, Breezy Bank shall be merged with and into FFC Savings Bank, FSB;

     WHEREAS,   Section   6.11  of  the  Merger   Agreement   requires   that  a
Non-competition agreement be executed and delivered by each of the Executive and
FFC as a condition precedent to the consummation of the Merger;

     WHEREAS,  the parties hereto  recognize and acknowledge that this Agreement
is necessary to protect the business and goodwill  acquired by FFC in connection
with the Merger,

     WHEREAS,  Breezy and the Executive are parties to an Employment  Agreement,
dated as of December  15, 2004 (the  "Employment  Agreement")  pursuant to which
Executive  has agreed not to  compete  within a 25-mile  radius of any office of
Breezy and Breezy Bank; and

     WHEREAS,  in connection with the Merger, the Employment  Agreement shall be
amended and the Executive,  FFC and Breezy shall enter into a Settlement Letter,
which among other things, shall provide for the execution of this Agreement.

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, including the payments to be made
to the  Executive  pursuant  to Section 6 of this  Agreement,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1.  Non-competition.  For a period of two years after the Effective Time of
the Merger (the "Effective  Date"),  the Executive shall not,  without the prior
written consent of FFC, directly or indirectly, whether or not for compensation,
engage or invest in, own, manage, operate,  finance,  control, or participate in
the ownership, management,  operation, financing, or control of, be employed by,
associated  with, or in any manner  connected with, lend Executive's name or any
similar name to, lend  Executive's  credit to, or render  services or advice to,
any business,  including a savings bank,  savings and loan association,  savings
and loan holding  company,  bank,  bank  holding  company,  mortgage  company or
similar type  financial  institution,  or any direct or indirect  subsidiary  or
affiliate of such entity,  whose  products or activities  compete in whole or in
part  with  the  products  or  activities  of FFC or its  subsidiaries  within a

<page>

twenty-five  (25) mile radius of the  offices of FFC or any of its  subsidiaries
(the "Noncompete Area"),  provided,  however, that the Executive may purchase or
otherwise  acquire  up to (but not  more  than)  five  percent  of any  class of
securities  of  any  enterprise  (but  without  otherwise  participating  in the
activities of such  enterprise) if such securities are listed on any national or
regional  securities exchange or have been registered under Section 12(g) of the
Securities  Exchange Act of 1934.  The  Executive  agrees that this  covenant is
reasonable  with respect to its duration,  geographical  area, and scope. In the
event of a breach by the  Executive  of any covenant set forth in this Section 1
of this  Agreement,  the term of such covenant will be extended by the period of
the duration of such breach;

     2. Nonsolicitation.  The Executive will not, directly or indirectly, either
for himself or any other Person, (i) induce or attempt to induce any employee of
FFC to leave the employ of FFC, (ii) in any way interfere with the  relationship
between FFC and any employee of FFC,  (iii)  employ,  or otherwise  engage as an
employee,  independent  contractor,  or otherwise,  any employee of FFC, or (iv)
induce or  attempt to induce  any  customer,  supplier,  licensee,  or  business
relation of FFC to cease doing  business with FFC, or in any way interfere  with
the relationship between any customer,  supplier, licensee, or business relation
of FFC. The Executive will not,  directly or  indirectly,  either for himself or
any other  Person  (which  term shall  include  an  individual,  trust,  estate,
corporation,   limited  liability  company,   savings  bank,  savings  and  loan
association,  savings and loan holding  company,  bank,  bank  holding  company,
mortgage company or similar type financial  institution) solicit the business of
any Person known to the  Executive  to be a customer of FFC,  whether or not the
Executive  had personal  contact  with such Person,  with respect to products or
activities  which compete in whole or in part with the products or activities of
FFC.

     3.  Nondisparagement.  The Executive  will not, at any time during or after
the  two-year  period,  disparage  FFC  or  its  subsidiaries,  or  any  of  its
shareholders, directors, officers, employees, or agents.

     4.  Notification  of Employment.  Executive will, for a period of two years
after the Effective Date, within ten days after accepting any employment, advise
FFC of the identity of any employer of the Executive.  FFC may serve notice upon
each such  employer  that the  Executive is bound by this  Agreement and furnish
each such employer with a copy of this Agreement or relevant portions thereof.

     5.  Confidentiality.  The  Executive  acknowledges  and  agrees to treat as
confidential all information known or obtained by the Executive,  whether before
or after  the date  hereof,  concerning  Breezy's  or FFC's or their  respective
subsidiaries' records,  properties,  books, contracts,  commitments and affairs,
including  but not limited to,  information  regarding  accounts,  shareholders,
finances,  strategies,  marketing,  customers and potential  customers and other
information of a similar nature (such information,  "Confidential Information").
The Executive agrees that he will not, at any time, disclose to any unauthorized
Persons,  or use for his own  account or for the  benefit of any third party any
Confidential  Information,  whether  or  not  the  Confidential  Information  is
embodied  in writing or other  physical  form,  without  FFC's  express  written
consent,  unless  and to the extent  that such  Confidential  Information  is or
becomes  generally  known to and available for use by the public other than as a
result of Executive's  fault or the fault of any other Person bound by a duty of
confidentiality to FFC.

<page>

     6.  Compensation.  In  consideration  of the  covenants  contained  in this
Agreement,  FFC shall pay the Executive  the sum of five hundred fifty  thousand
Dollars  ($525,000),  which  shall  be paid in  accordance  with  the  following
schedule:  On the Effective Date, FFC shall pay the sum of two hundred sixty two
thousand and five hundred Dollars ($262,500), less applicable withholding taxes,
to the Executive.  Thereafter,  on the first  anniversary of the Effective Date,
FFC shall pay the  remaining  two hundred  sixty two  thousand  and five hundred
Dollars ($262,500),  less applicable  withholding taxes, to the Executive or his
estate.

     7. Remedies.  The parties hereto,  recognizing that irreparable injury will
result to FFC, its business and property in the event of the Executive's  breach
of this  Agreement,  hereby  consent,  in the  event of any such  breach  by the
Executive,  to an injunction in favor of FFC, in addition to any other  remedies
and damages  available,  to restrain the violation hereof by the Executive,  the
Executive's partners,  agents,  servants,  employers,  employees and all persons
acting for or with the Executive.  The Executive  represents and admits that the
Executive's  experience and  capabilities are such that the Executive can obtain
employment  in a business  engaged  in other  industries  and/or of a  different
nature than FFC, and that the  enforcement of a remedy by way of injunction will
not prevent the  Executive  from earning a  livelihood.  Nothing  herein will be
construed as prohibiting  FFC from pursuing any other remedies  available to FFC
for such breach or threatened breach, including the recovery of damages from the
Executive.

     8.  Waiver.  The rights and remedies of the parties to this  Agreement  are
cumulative and not  alternative.  Neither the failure nor any delay by any party
in exercising any right,  power,  or privilege under this Agreement will operate
as a waiver of such  right,  power,  or  privilege,  and no  single  or  partial
exercise of any such right,  power,  or  privilege  will  preclude  any other or
further exercise of such right, power, or privilege or the exercise of any other
right,  power, or privilege.  To the maximum extent permitted by applicable law,
(a) no claim or right  arising out of this  Agreement  can be  discharged by one
party,  in whole or in part, by a waiver or  renunciation  of the claim or right
unless in writing signed by the other party;  (b) no waiver that may be given by
a party  will be  applicable  except in the  specific  instance  for which it is
given; and (c) no notice to or demand on one party will be deemed to be a waiver
of any  obligation of such party or of the right of the party giving such notice
or demand to take further  action  without  notice or demand as provided in this
Agreement.

     9.  Successors  and  Assigns.  This  Agreement  shall be  binding  upon the
Executive  and FFC and will  inure  to the  benefit  of FFC and its  affiliates,
successors and assigns and the Executive and the Executive's assigns,  heirs and
legal representatives.

     10.  Governing  Law.  This  Agreement  shall be  construed  and enforced in
accordance with the laws of the State of New York without regard to conflicts of
laws principles.

     11.  Severability.  If any  provision  in this  Agreement  is  declared  or
determined by any court to be illegal, void, or unenforceable, the illegality or
unenforceability  of such  provision  shall have no effect  upon,  and shall not
impair,  the  enforceability  or  validity  of  any  other  provisions  in  this
Agreement.  If any of the covenants  set forth in this  Agreement are held to be
unreasonable,  arbitrary,  or against  public  policy,  such  covenants  will be
considered  divisible with respect to scope,  time, and geographic  area, and in

<Page>

such lesser scope,  time and  geographic  area,  will be effective,  binding and
enforceable against the Executive.

     12. Arbitration.  Any dispute or controversy arising under or in connection
with this  Agreement  shall be settled  exclusively  by  arbitration,  conducted
before  a  single  arbitrator  selected  mutually  by FFC and  Executive,  which
arbitration  shall be conducted  within the State of New York in accordance with
the rules of the American Arbitration Association then in effect.

     13.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same agreement.

     14.  Termination.  This  Agreement  shall be  terminated  and shall have no
further  force or  effect  if,  and at such time as,  the  Merger  Agreement  is
terminated.


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Agreement as of the date first written above.



EXECUTIVE                                     FLUSHING FINANCIAL CORPORATION



/s/ William M. Gilfillan                      By: /s/ John R. Buran
---------------------------                   ---------------------------------
                                              Name:  John R. Buran
                                              Title: President and
                                                     Chief Executive Officer