Exhibit
10.1 Form of Amended and Restated Employment Agreements between Flushing
Savings Bank, FSB and Certain Officers


FLUSHING
SAVINGS BANK, FSB

AMENDED AND RESTATED EMPLOYMENT AGREEMENT


                    AMENDED
AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) entered into as of December 8,
2008, by and between Flushing Savings Bank, FSB, a savings bank organized and
existing under Federal law and having its executive offices at 1979 Marcus
Avenue, Suite E140, Lake Success, New York 11042 (the “Bank”), and (name and
address of officer) (“Officer”).


WITNESSETH:


                    WHEREAS,
the Bank and the Officer are parties to an Employment Agreement dated as of
(date of prior agreement) (the “Original Employment Agreement”); and 


                    WHEREAS,
the Bank considers the availability of the Officer’s services to be important
to the successful management and conduct of the Bank’s business and desires to
secure for itself the availability of his services; and


                    WHEREAS,
for purposes of securing for the Bank the Officer’s services, the Board of
Directors of the Bank (“Board”) has authorized the proper officers of the Bank
to enter into an employment agreement with the Officer on the terms and
conditions set forth herein; and


                    WHEREAS,
the Officer is willing to make his services available to the Bank on the terms
and conditions set forth herein;


                    NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
obligations hereinafter set forth, the Bank and the Officer hereby agree as
follows:


                    Section
1.           Employment.


                    The
Bank hereby agrees to employ the Officer, and the Officer hereby agrees to
accept such employment, during the period and upon the terms and conditions set
forth in this Agreement.


                    Section
2.           Employment Period.


                    (a)
          Except as otherwise provided in this Agreement to the contrary, the terms and
conditions of this Agreement shall be and remain in effect during the period of
employment (“Employment Period”) established under this section 2. The
Employment Period under this Amended and Restated Employment Agreement shall be
for a term commencing on the date hereof and ending on November 21, 2010, plus
such extensions as are provided pursuant to section 2(b) of this Agreement.







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                    (b)
          On or as of July 1, 2009, and on or as of each July 1 thereafter, the
Employment Period shall be extended for one additional year if and only if the Board
shall have authorized the extension of the Employment Period prior to
July 1 of such year and the Officer shall not have notified the Bank prior
to July 1 of such year that the Employment Period shall not be so extended. If
the Board shall not have authorized the extension of the Employment Period
prior to July 1 of any such year, or if the Officer shall have given notice of
nonextension to the Bank prior to July 1 of such year, then the Employment
Period shall not be extended pursuant to this section 2(b) at any time
thereafter and shall end on the last day of its term as then in effect.


                    (c)
          Upon the termination of the Officer’s employment with the Bank, the extensions
provided pursuant to section 2(b) shall cease (if such extensions have not
previously ceased).


                    (d)
          Notwithstanding anything
herein to the contrary, the Employment Period shall end and the Officer’s
employment with the Bank shall terminate on the date on which the Officer’s
employment with Flushing Financial Corporation terminates.


                    Section
3.           Title and Duties.


                    On
the date on which the Employment Period commences, the Officer shall hold the
position of (title) of the Bank. During the Employment Period, the Officer
shall: (a) devote his full business time and attention (other than during
weekends, holidays, vacation periods and periods of illness or approved leaves
of absence) to the business and affairs of the Bank and use his best efforts to
advance the Bank’s interests, including reasonable periods of service as an
officer and/or board member of trade associations, their related entities and
charitable organizations; and (b) perform such reasonable additional
duties as may be assigned to him by or under the authority of the Board. The
Officer shall have such authority as is necessary or appropriate to carry out
his duties under this Agreement.


                    Section
4.           Compensation.


                    In
consideration for services rendered by the Officer under this Agreement:


                    (a)
          The Bank shall pay to the Officer a salary at an annual rate equal to the
greater of (i) (amount) or (ii) such higher annual rate as may be
prescribed by or under the authority of the Board (the “Current Salary”). The
Officer will undergo an annual salary and performance review on or about
June 30 of each year commencing in 2009. The Current Salary payable under
this section 4 shall be paid in approximately equal installments in accordance
with the Bank’s customary payroll practices.


                    (b)
          The Officer shall be eligible to participate in any bonus plan maintained by
the Bank for its officers and employees.


                    Section
5.           Employee Benefits and Other Compensation.


                    (a)
          Except as otherwise provided in this Agreement, the Officer shall, during the
Employment Period, be treated as an employee of the Bank and be entitled to
participate in 







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and receive benefits
under the Bank’s employee benefit plans and programs, as well as such other
compensation plans or programs (whether or not employee benefit plans or
programs), as the Bank may maintain from time to time, in accordance with the
terms and conditions of such employee benefit plans and programs and
compensation plans and programs and with the Bank’s customary practices.


                    (b)
          The Bank shall provide the Officer with a suitable automobile for use in the
performance of the Officer’s duties hereunder and shall reimburse the Officer
for all expenses incurred in connection therewith in accordance with Bank policies (but
in no event later than the last day of the calendar year next following the
calendar year in which the expenses were incurred).


                    (c)
          The Officer shall be entitled, without loss of pay, to vacation time in
accordance with the policies periodically established by the Board for senior
management officials of the Bank, which shall in no event be less than four
weeks in each calendar year. Except as provided in section 7(b), the Officer
shall not be entitled to receive any additional compensation from the Bank on
account of his failure to take a vacation, nor shall he be entitled to
accumulate unused vacation from one calendar year to the next except to the
extent authorized by the Board for senior management officials of the Bank.


                    Section
6.           Working Facilities and Expenses.


                    The
Officer’s principal place of employment shall be at the offices of the Bank in
Queens County, New York or at such other location upon which the Bank and the
Officer may mutually agree. The Bank shall provide the Officer, at his
principal place of employment, with a private office, stenographic services and
other support services and facilities consistent with his position with the
Bank and necessary or appropriate in connection with the performance of his
duties under this Agreement. The Bank shall reimburse the Officer for his
ordinary and necessary business expenses, including, without limitation, travel
and entertainment expenses, incurred in connection with the performance of his
duties under this Agreement, upon presentation to the Bank of an itemized
account of such expenses in such form as the Bank may reasonably require. Such
reimbursements shall be made in accordance with Bank policies (but in no event later than the last
day of the calendar year next following the calendar year in which the expenses
were incurred).


                    Section
7.           Termination with Bank Liability.


                    (a)
          In the event that the Officer’s employment with the Bank shall terminate during
the Employment Period on account of:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
                   (i)
           the Officer’s voluntary resignation from employment with the Bank within one
 year following an event that constitutes “Good Reason,” which is defined as:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
               (A)
           the failure of the Bank to elect or to reelect the Officer to serve as its
 (title), or such other position as the Officer consents to hold;

 











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               (B)
           the failure of the Bank to cure a material adverse change made by the Bank in
 the Officer’s functions, duties, or responsibilities in his position with the
 Bank within sixty days following written notice thereof from the Officer;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
               (C)
           the failure of the Bank to maintain the Officer’s principal place of
 employment at its offices in Queens County, New York or at such other
 location upon which the Bank and the Officer may mutually agree;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
               (D)
           the failure of the Board to extend the Employment Period within the times
 provided in section 2(b); provided, however, that such failure shall not
 constitute Good Reason until the earlier of 30 days after any determination
 by the Board that the Employment Period shall not be so extended or August 1
 of such year;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
               (E)
           the failure of the Bank to cure a material breach of this Agreement by the
 Bank within sixty days following written notice thereof from the Officer; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
               (F)
           after a Change of Control (as defined in Section 10), the failure of any
 successor company to the Bank to assume this Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
                   (ii)
        the discharge of the Officer by the Bank for any reason other than (A) for
 “Cause” as defined in section 8(b) or (B) the Officer’s death or “Disability”
 as defined in section 9(a); or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
                   (iii)
       the Officer’s voluntary resignation from employment with the Bank for any
 reason within the sixty day period commencing six months following a Change
 of Control as defined in section 10;

 
	
  

 	
  

 
	
 then the Bank shall
 provide the benefits and pay to the Officer as liquidated damages the amounts
 provided for under section 7(b).

 
	
  

 	
  

 	
  

 	
  

 
	
                    (b)
            Upon the termination of the Officer’s employment with the Bank under
 circumstances described in section 7(a), the Bank shall pay and provide to
 the Officer:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
                   (i)
        his earned but unpaid Current Salary as of the date of termination, plus an
 amount representing any accrued but unpaid vacation time and floating
 holidays, which amounts
 shall be paid within thirty days of termination; and his earned but
 unpaid bonus for the year prior to the year of termination, which shall be
 paid at the same time as bonuses for such year are paid to active employees;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
                   (ii)
       (A) if the Officer’s termination of employment occurs after a Change of
 Control, a pro rata portion of his bonus for the year of termination, determined by
 multiplying the amount of the bonus earned by the Officer for the preceding
 calendar year by the number of full months of employment during the year of
 termination, and dividing by 12, which amount shall be paid within thirty 

 











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 days of termination; or
 (B) if the Officer’s termination of employment occurs prior to a Change of
 Control, a pro rata portion of his bonus for the year of termination,
 determined by multiplying the amount of the bonus which would have been
 earned by the Officer for the year of termination if he had remained in
 employment through the end of the year (but only to the extent of achievement
 of the applicable performance standards for such year) by the number of full
 months of employment during the year of termination, and dividing by 12,
 which amount shall be paid at the same time as bonuses for such year are paid
 to active employees;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
                   (iii)
        the benefits, if any, to which he is entitled as a former employee under the
 Bank’s employee benefit plans and programs and compensation plans and
 programs, which shall be paid in accordance with the terms of such plans and
 programs;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
                   (iv)
        continued health and welfare benefits (including group life, disability,
 medical and dental benefits), in addition to that provided pursuant to
 section 7(b)(iii), to the extent necessary to provide coverage for the
 Officer for the Severance Period (as defined in section 7(c)). Such benefits
 shall be provided through the purchase of insurance, and shall be equivalent
 to the health and welfare benefits (including cost-sharing percentages)
 provided to active employees of the Bank (or any successor thereof) as from
 time to time in effect during the Severance Period. Where the amount of such
 benefits is based on salary, they shall be provided to the Officer based on
 the highest annual rate of Current Salary achieved by the Officer during the
 Employment Period. If the Officer had dependent coverage in effect at the
 time of his termination of employment, he shall have the right to elect to
 continue such dependent coverage for the Severance Period. The benefits to be
 provided under this paragraph (iv) shall cease to the extent that substantially
 equivalent benefits are provided to the Officer (and/or his dependents) by a
 subsequent employer of the Officer;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
                   (v)
         if the Officer is age 55 or older at the end of the Severance Period, he
 shall be entitled to elect coverage for himself and his dependents under the
 Bank’s retiree medical and retiree life insurance programs. Such coverage, if
 elected, shall commence upon the expiration of the Severance Period, without
 regard to whether the Officer commences his pension benefit at such time, and
 shall continue for the life of each of the Officer and his spouse and for so
 long as any of his other covered dependents, remain eligible. The coverage
 and cost-sharing percentage of the Officer and his dependents under such
 programs shall be those in effect under such programs on the date of the
 Officer’s termination of employment with the Bank, and shall not be adversely
 modified without the Officer’s written consent; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
                   (vi)
        within thirty days following his termination of employment with the Bank, a
 cash lump sum payment in an amount equal to the Current Salary and bonus that
 the Officer would have earned pursuant to sections 4(a) and 4(b),
 respectively, if he had continued working for the Bank for the Severance
 Period 

 










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 (basing such bonus on
 the highest bonus, if any, paid to the Officer by the Bank under section 4(b)
 within the three-year period prior to the date of termination), provided, 
 however, that the lump sum payable pursuant to this
 clause (vi) of this section 7(b) shall not exceed three times the
 Officer’s average annual compensation based on the most recent five taxable
 years (or such lesser number of taxable years the Officer was employed by the
 Bank).

 



The lump sum payable
pursuant to clause (vi) of this section 7(b) is to be paid in lieu of all other
payments of Current Salary and bonus provided for under this Agreement relating
to the period following any such termination and shall be payable without proof
of damages and without regard to the Officer’s efforts, if any, to mitigate
damages. The Bank and the Officer hereby stipulate that the damages which may
be incurred by the Officer following any such termination of employment are not
capable of accurate measurement as of the date first above written and that the
payments and benefits provided under this section 7(b) are reasonable under the
circumstances as a combination of liquidated damages and severance benefits.
The Officer shall not be entitled to any payment under this Agreement to make
up for benefits that would have been earned under the Bank’s Retirement Plan,
401(k) Savings Plan, and Supplemental Savings Incentive Plan (SSIP), and the
Flushing Financial Corporation (“Holding Company”) 2005 Omnibus Incentive Plan had he
continued working for the Bank for the Severance Period.


                  (c)
       For purposes of section 7, the Severance Period means a period of 24 months.


                  Section
8.      Termination for Cause or Voluntary

                                        Resignation
Without Good Reason.


                  (a)
      In the event that the Officer’s employment with the Bank shall terminate during
the Employment Period on account of:


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 the discharge of the
 Officer by the Bank for Cause; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 the Officer’s voluntary
 resignation from employment with the Bank for reasons other than those
 constituting a Good Reason; 

 



then the Bank shall have
no further obligations under this Agreement, other than (A) the payment to the
Officer of his
earned but unpaid Current Salary as of the date of the termination of his employment, which amounts shall be
paid within thirty days of termination; and (B) the provision of such other
benefits, if any, to which he is entitled as a former employee under the Bank’s
employee benefit plans and programs and compensation plans and programs, which
shall be paid in accordance with the terms of such plans and programs.


                  (b)
       For purposes of this Agreement, the term “Cause” means the Officer’s personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule, or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order, or material breach
of any provision of this Agreement. 







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                    Section
9.        Disability or Death.


                    (a)
       The Officer’s employment with the Bank may be terminated for “Disability” if
the Officer shall become disabled or incapacitated during the Employment Period
to the extent that he has been unable to perform the essential functions of his
employment for 270 consecutive days, subject to the Officer’s right to receive
from the Bank following his termination due to Disability the following percentages
of his Current Salary under section 4 of this Agreement: 100% for the
first six months, 75% for the next six months and 60% thereafter for the
remaining term of the Employment Period (less in each case any benefits which
may be payable to the Officer under the provisions of disability insurance
coverage in effect for Bank employees), which shall be paid in accordance with
the Bank’s customary payroll practices. In addition, the Officer shall receive
a cash lump sum equal to his earned but unpaid bonus for the year prior to the
year of termination, which shall be paid at the same time as bonuses for such
year are paid to active employees. 


                    (b)
       In the event that the
Officer’s employment with the Bank shall terminate during the Employment Period
on account of death, the Bank shall promptly (but in any event within
ninety days of the date of death) pay the Officer’s designated beneficiaries
or, failing any designation, his
estate a cash lump sum payment equal to his
earned but unpaid Current Salary. In addition, the Bank shall pay the Officer’s
designated beneficiaries or, failing any designation, his estate his earned but
unpaid bonus for the year prior to the year of termination, which shall be paid
at the same time as bonuses for such year are paid to active employees.


                    (c)
       In the event of the
Officer’s termination of employment on account of death or Disability prior to
a Change of Control, the Compensation Committee of the Bank may, in its
sole discretion, award the Officer a bonus for the year of termination, in an
amount determined by such Committee either at the time of termination of
employment or at the time bonuses to active employees are awarded, in which
case the Bank shall pay such bonus to the Officer or, in the event of death, his designated beneficiaries or
estate, as the case may be, promptly (but in any event within thirty days)
after it is awarded. In the event of the Officer’s termination of employment on
account of death or Disability after a Change of Control, the Bank shall
promptly (but in any event within thirty days after termination) pay the
Officer or, in the event of death, his
designated beneficiaries or estate, as the case may be, a pro rata portion of his bonus for the year of termination,
determined by multiplying the amount of the bonus earned by the Officer for the
preceding calendar year by the number of full months of employment during the
year of termination, and dividing by 12.


                    Section
10.      Change of Control.


                    For
purposes of this Agreement, the term “Change of Control” means:


                    (a)
       the acquisition of all or substantially all of the assets of the Bank or
Flushing Financial Corporation (“Holding Company”) by any person or entity, or
by any persons or entities acting in concert;







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                    (b)
       the occurrence of any event if, immediately following such event, a majority of
the members of the Board of Directors of the Bank or the Holding Company or of
any successor corporation shall consist of persons other than Current Members
(for these purposes, a “Current Member” shall mean any member of the Board of
Directors of the Bank or the Holding Company as of July 18, 2000 and any
successor of a Current Member whose nomination or election has been approved by
a majority of the Current Members then on the Board of Directors);


                    (c)
        the acquisition of beneficial ownership, directly or indirectly (as provided in
Rule 13d-3 of the Securities Exchange Act of 1934 (the “Act”), or any successor
rule), of 25% or more of the total combined voting power of all classes of
stock of the Bank or the Holding Company by any person or group deemed a person
under Section 13(d)(3) of the Act; or


                    (d)
       approval by the stockholders of the Bank or the Holding Company of an agreement
providing for the merger or consolidation of the Bank or the Holding Company
with another corporation where the stockholders of the Bank or the Holding
Company, immediately prior to the merger or consolidation, would not
beneficially own, directly or indirectly, immediately after the merger or
consolidation, shares entitling such stockholders to 50% or more of the total
combined voting power of all classes of stock of the surviving corporation.


                    Section
11.      No Effect on Employee Benefit 

                                            Plans
or Compensation Programs.


                    Except
as expressly provided in this Agreement, the termination of the Officer’s
employment during the term of this Agreement or thereafter, whether by the Bank
or by the Officer, shall have no effect on the rights and obligations of the
parties hereto under the Bank’s employee benefit plans or programs or
compensation plans or programs (whether or not employee benefit plans or
programs) that the Bank may maintain from time to time.


                    Section
12.      Successors and Assigns.


                    This
Agreement will inure to the benefit of and be binding upon the Officer, his
legal representatives and estate or intestate distributees, and the Bank and
its successors and assigns, including any successor by merger or consolidation
or a statutory receiver or any other person or firm or corporation to which all
or substantially all of the assets and business of the Bank may be sold or
otherwise transferred.


                    Section
13.      Notices.


                    Any
communication to a party required or permitted under this Agreement, including
any notice, direction, designation, consent, instruction, objection or waiver,
shall be in writing and shall be deemed to have been given at such time as it
is delivered personally, or five days after mailing if mailed, postage prepaid,
by registered or certified mail, return receipt requested, addressed to such
party at the address listed below or at such other address as one such party
may by written notice specify to the to the other party:


                    If
to the Officer:







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 Name of officer

 
	
  

 	
  

 	
 Address of officer

 
	
  

 	
  

 	
  

 
	
  

 	
   If to the Bank:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Flushing Savings Bank, FSB

 
	
  

 	
  

 	
 1979 Marcus Avenue, Suite E140

 
	
  

 	
  

 	
 Lake Success, New York 11042

 
	
  

 	
  

 	
 Attention: Secretary of the Bank

 



                    Section
14.      Severability.


                    A
determination that any provision of this Agreement is invalid or unenforceable
shall not affect the validity or enforceability of any other provision hereof.


                    Section
15.      Waiver.


                    Failure
to insist upon strict compliance with any of the terms, covenants or conditions
hereof shall not be deemed a waiver of such term, covenant, or condition. A
waiver of any provision of this Agreement must be made in writing, designated
as a waiver, and signed by the party against whom its enforcement is sought.
Any waiver or relinquishment of any right or power hereunder at any one or more
times shall not be deemed a waiver or relinquishment of such right or power at
any other time or times.


                    Section
16.      Counterparts.


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


                    Section
17.      Governing Law.


                    This
Agreement shall be governed by and construed and enforced in accordance with
(i) the laws of the State of New York, without reference to conflicts of
law principles, and (ii) Federal law, to the extent such law preempts New
York law.


                    Section
18.      Headings.


                    The
headings of sections in this Agreement are for convenience of reference only
and are not intended to qualify the meaning of any section. Any reference to a
section number shall refer to a section of this Agreement, unless otherwise
stated.


                    Section
19.      Entire Agreement; Modifications.


                    This
instrument contains the entire agreement of the parties relating to the subject
matter hereof and supersedes in its entirety any and all prior agreements,
understandings or representations relating to the subject matter hereof,
including the Employment Agreement dated  







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as of July 1, 2004, by and
between the Bank and the Officer. No modifications of this Agreement shall be
valid unless made in writing and signed by the parties hereto.


                    Section
20.      Funding.


                    The
Bank may elect in its sole discretion to fund all or part of its obligations to
the Officer under this Agreement; provided, however, that should it elect to do
so, all assets acquired by the Bank to fund its obligations shall be part of
the general assets of the Bank and shall be subject to all claims of the Bank’s
creditors.


                    Section
21.      Regulatory Action.


                    (a)
       Notwithstanding any other provision of this Agreement to the contrary, this
Section 21 shall apply at all times during the Employment Period.


                    (b)
       If the Officer is suspended and/or temporarily prohibited from participating in
the conduct of the affairs of the Bank by a notice served under 12 U.S.C.
1818(e)(3) and (g)(1), the Bank’s obligations to the Officer under this
Agreement shall be suspended as of the date of such service unless such service
is stayed by appropriate proceedings. If the charges in such notice are
dismissed, the Bank shall (i) pay the Officer all of the compensation withheld
while the Bank’s obligations under this Agreement were so suspended, and (ii)
reinstate in whole any of its obligations to the Officer which were suspended.


                    (c)
       If the Officer is removed and/or permanently prohibited from participating in
the conduct of the Bank’s affairs by an order issued under 12 U.S.C. 1818(e)(4)
or (g)(1), all obligations of the Bank to the Officer under this Agreement
shall terminate as of the effective date of the order, other than vested rights
of the parties accrued as of such effective date, which shall not be affected.


                    (d)
       If the Bank is in default (as defined in section 3(x)(1) of the Federal Deposit
Insurance Act), all obligations of the Bank under this Agreement shall
terminate as of the date of such default, but this Section 21(d) shall not
affect any vested rights of the Officer accrued as of such date of default.


                    (e)
       All obligations of the Bank under this Agreement shall be terminated, except to
the extent it is determined that continuation of the Agreement is necessary to
the continued operation of the Bank, (i) by the Regional Director of the Office
of Thrift Supervision or his or her designee (“Director”) at the time the
Federal Deposit Insurance Corporation or Resolution Trust Corporation enters
into an agreement to provide assistance to or on behalf of the Bank under the
authority contained in Section 13(c) of the Federal Deposit Insurance Act;
or (ii) by the Director at the time the Director approves a supervisory merger
to resolve problems related to operation of the Bank or when the Bank is
determined by the Director to be in an unsafe or unsound condition; provided,
however, that this Section 21(e) shall not affect any vested rights of the
Officer accrued as of such date of termination.







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                    (f)
       Any payments made to the Officer pursuant to this Agreement or otherwise are
subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) and
any regulations promulgated thereunder.


                    Section
22.      Compliance with Code Section 409A.


                    (a)
       Notwithstanding the provisions of sections 7, 8 and 9, if the Officer is a
specified employee within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended (“Section 409A”), as determined by the Board in
accordance with the election made by the Bank for determining specified
employees, any amounts payable under sections 7, 8 or 9 (and any other payments
to which the Officer may be entitled) which constitute “deferred compensation”
within the meaning of Section 409A and which are otherwise scheduled to be paid
during the first six months following the Officer’s termination of employment
(other than any payments that are permitted under Section 409A to be paid
within six months following termination of employment of a specified employee)
shall be suspended until the six-month anniversary of the Officer’s termination
of employment (or the Officer’s death if sooner), at which time all payments
that were suspended shall be paid to the Officer (or his estate) in a lump sum, together
with interest on each suspended payment at the prime rate (as reported in the
Wall Street Journal) from the date of suspension to the date of payment.


                    (b)
     Payment or reimbursement of each of the business expense payments or other
reimbursements called for by this Agreement with respect to any calendar year
shall not affect the amount eligible for payment or reimbursement in any other
calendar year, and such payments and reimbursements may not be exchanged for
cash or another benefit.


                    (c)
       A termination of employment shall not be deemed to have occurred for
purposes of any provision of this Agreement providing for the payment of any
amounts or benefits upon or following a termination of employment unless such
termination is also a “separation from service” (within the meaning of Code
Section 409A).


                    (d)
       For purposes of Section 409A, each payment under sections 7, 8 or 9 (and
each other severance plan payment) will be treated as a separate payment.


                    (e)
       It is intended that this Agreement comply with the provisions of Section 409A
and the regulations and guidance of general applicability issued thereunder so
as to not subject the Officer to the payment of additional interest and taxes
under Section 409A, and in furtherance of this intent, this Agreement shall be
interpreted, operated and administered in a manner consistent with these
intentions.


Signature Page
Follows







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                    IN
WITNESS WHEREOF, the parties have signed this Agreement as of the day and year
first above written.


	
  

 	
  

 	
  

 
	
  

 	
 FLUSHING SAVINGS BANK, FSB

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	
 


 
	
  

 	
 Name:   John R. Buran

 
	
  

 	
 Title:     President &
 C.E.O.

 
	
  

 	
  

 
	
  

 	
 


 
	
  

 	
 officer