Exhibit 10.11 Amended and Restated Flushing
Savings Bank, FSB Supplemental Savings Incentive Plan


FLUSHING SAVINGS BANK, FSB


SUPPLEMENTAL SAVINGS INCENTIVE
PLAN


(Restated as of January 1,
2008)


Unless
otherwise required by the context, the capitalized terms used herein without
definition are defined in the Flushing Savings Bank, FSB 401(k) Savings Plan
(the “401(k) Plan”) and shall have the same meanings as used therein.


DEFINITIONS


The following
terms shall have the meanings set forth below when used in this Supplemental
Savings Incentive Plan (the “Plan”): 


	
 

	
 

	
 


	
 

	
(a)

	
Deferral
 Credit - the amount credited pursuant to the Plan equal to (A) a
 Participant’s compensation deferred pursuant to the Plan (“Elective Deferral
 Credits”) plus (B) effective January 1, 2008, the amount of elective
 deferrals that would have been contributed to a Participant’s account under
 the 401(k) Plan but for the limitations imposed by Section 415 of the
 Internal Revenue Code of 1986, as amended (the “Code”), and that would
 otherwise be required to be returned to the Participant (“Makeup Deferral
 Credits”).


	
 

	
 

	
 


	
 

	
(b)

	
Matching
 Credit - the amount credited pursuant to the Plan by Flushing Savings Bank,
 FSB (the “Bank”) on behalf of a Participant equal to (A) 50% of the
 Participant’s Elective Deferral Credit, or such other percentage of the
 Participant’s Elective Deferral Credit as may be determined on a prospective
 basis by resolution of the Board of Directors of the Bank (“Regular Matching
 Credits”) plus (B) effective January 1, 2008, the amount of matching
 contributions that would have been contributed to a Participant’s account
 under the 401(k) Plan but for the limitations imposed by Section 415 of the
 Code and that would otherwise be required to be forfeited (“Makeup Matching
 Credits”).


	
 

	
 

	
 


	
 

	
(c)

	
Supplemental
 Credit - the amount credited pursuant to the Plan by the Bank equal to (A)
 the amount of contributions (but not forfeitures) that would have been
 contributed to a Participant’s account under the Flushing Financial
 Corporation Stock-Based Profit Sharing Plan prior to May 1, 2008 or under the
 profit sharing (but not retirement account) component of the 401(k) Plan
 after April 30, 2008 (collectively, the “Profit Sharing Plan”) but for the
 limitations imposed by the Code, including without limitation, Section
 401(a)(17) of the Code, Section 415 of the Code, and the exclusion from
 Compensation (as defined in the Profit Sharing Plan) of amounts deferred
 under this Plan (collectively, the “Code Limitations”), plus (B) effective
 January 1, 2008, the amount of retirement 













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account
 contributions and the amount of forfeitures that would have been allocated to
 a Participant’s account under the Profit Sharing Plan or 401(k) Plan but for
 the limitations imposed by Section 415 of the Code, in each case in excess of
 the amounts permitted to be contributed to the Profit Sharing Plan and 401(k)
 Plan.


	
 

	
 

	
 


	
 

	
(d)

	
Grandfathered
 Portion – the amount credited to a Participant under the Plan as of December
 31, 2004, to the extent vested as of December 31, 2004, plus subsequent
 earnings (or losses) credited with respect to such amount less subsequent
 distributions of any such amount. The Bank shall separately account for the
 Grandfathered Portion of the amounts credited to a Participant under the
 Plan.


	
 

	
 

	
 


	
 

	
(e)

	
Non-Grandfathered
 Portion – all amounts credited to a Participant under the Plan other than the
 Grandfathered Portion.


	
 

	
 

	
 


	
 

	
(f)

	
Section 409A
 – Section 409A of the Code and applicable Treasury Regulations thereunder.








	
 

	
 


	
1.

	
PURPOSE OF THE PLAN





The purpose of
this Plan is (i) to provide a procedure whereby certain senior officers of the
Bank are permitted to defer a portion of their compensation and to receive
Matching Credits with respect to such deferrals, and (ii) to provide Credits
for certain senior officers whose benefits under the Profit Sharing Plan or
401(k) Plan are subject to the Code Limitations. It is intended that the Plan
be an unfunded plan of deferred compensation covering a select group of highly
compensated or management employees.


	
 

	
 


	
2.

	
EFFECTIVE DATE





The Plan first
became effective on January 1, 1990 and was amended and restated at various
times. This Restatement is effective as of January 1, 2008.


	
 

	
 


	
3.

	
ELIGIBILITY





All full-time
senior vice presidents or above of the Bank who have completed at least one
year of service shall be Participants in the Plan. In addition, all full-time
vice presidents of the Bank who have completed at least one year of service on
or prior to December 31, 2008 shall be Participants in the Plan; provided,
however, that if any such vice president (other than a senior vice president)
does not elect to defer compensation under this Plan for 2009 or any subsequent
calendar year in accordance with the first two paragraphs of Paragraph 4 below,
such vice president shall no longer be a Participant in the Plan for such year
or any subsequent year.


	
 

	
 


	
4.

	
TYPES OF CREDITS





Deferral Credits. Each Participant shall be
entitled to defer compensation under this Plan. The maximum amount that a
Participant may defer from his compensation for a calendar year shall be equal
to 15% of his Actual Compensation, less 6% of his compensation as defined for







3


purposes of
pre-tax contributions under the 401(k) Plan. Actual Compensation for this
purpose shall mean a Participant’s base compensation for a calendar year
without reduction for any pre-tax contributions to the 401(k) Plan or to any
other pension or welfare plan maintained by the Bank, and without regard to any
limitation on compensation imposed by Section 401(a)(17) of the Code. The
amount by which a Participant defers his compensation for a calendar year under
this Plan shall be credited by the Bank on behalf of such Participant
(“Elective Deferral Credits”).


All deferrals
of compensation agreed to by a Participant for a calendar year shall be in
writing on a form prepared by the Bank. Each such deferral election shall be
entered into before the beginning of the calendar year to which it relates,
except that any person who first becomes eligible to participate in the Plan
during a calendar year may elect within 30 days of first becoming eligible to
defer a portion of his compensation (as provided in this Plan) earned after the
date of such election. All elections shall be irrevocable for the duration of
the year or the remaining portion of the year for which the election is made.


Effective
January 1, 2008, each Participant shall also be credited with the amount of
elective deferrals that would have been contributed to the Participant’s
account under the 401(k) Plan but for the limitations imposed by Section 415 of
the Code and that would otherwise be required to be returned to the Participant
(“Makeup Deferral Credits”).


Elective
Deferral Credits and Makeup Deferral Credits are referred to as Deferral
Credits.


Matching Credits. In addition to a
Participant’s Deferral Credit, in each calendar year the Bank shall also credit
each Participant in the Plan with a Matching Credit in an amount equal to 50%
(or such other percentage as determined by the Board of Directors of the Bank
on a prospective basis) of such Participant’s Elective Deferral Credit for such
calendar year (“Regular Matching Credits”).


Effective
January 1, 2008, each Participant shall also be credited with the amount of
matching contributions that would have been contributed to a Participant’s
account under the 401(k) Plan but for the limitations imposed by Section 415 of
the Code and that would otherwise be required to be forfeited (“Makeup Matching
Credits”).


Regular
Matching Credits and Makeup Matching Credits are referred to as Matching
Credits.


Supplemental Credits. In addition to Deferral
Credits and Matching Credits, the Bank shall also credit each Participant in
the Plan with a number of phantom shares (“Phantom Shares”) of common stock of
Flushing Financial Corporation (“Common Stock”) equal to the number of shares
of Common Stock that would have been credited to the Participant’s account
under the Profit Sharing Plan but for the Code Limitations.


Effective
January 1, 2008, each Participant shall also be credited with the amount of
retirement account contributions and forfeitures that would have been allocated
to a Participant’s account under the Profit Sharing Plan or 401(k) Plan but for
the limitations imposed by Section 415 of the Code.


These
additional credits shall be referred to as Supplemental Credits.







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5.

	
TIME OF CREDITING; EARNINGS





All Deferral
Credits, Matching Credits, and Supplemental Credits (collectively referred to
as “Credits”) made on behalf of a Participant pursuant to Paragraph 4 above
shall be credited by the Bank as an item of indebtedness of the Bank to the
Participant. A Participant’s Elective Deferral Credit shall be credited to the
Participant as a fixed dollar amount on the date that the deferred compensation
with respect to which such Credit arises would have been paid by the Bank to
the Participant (but for such deferral). A Participant’s Makeup Deferral Credit
will be credited on the date such amounts would otherwise have been required to
be returned to the Participant. Each Regular Matching Credit shall be credited
as a fixed dollar amount at the same time as the Elective Deferral Credit to
which it relates. Each Makeup Matching Credit will be credited on the date such
amount would otherwise have been required to be forfeited. Each Supplemental
Credit shall be credited at the same time as the contributions or forfeitures
would have been allocated under the Profit Sharing Plan or 401(k) Plan.


Prior to July
1, 1991 all Deferral Credits and Matching Credits accrued interest, compounded
from month to month on the basis of the balance of such Credits (plus accrued
interest) on the first day of the preceding month at a rate determined by the
Board of Trustees of the Flushing Savings Bank (predecessor to the Bank) at the
beginning of each calendar year.


For the period
from July 1, 1991 through December 2, 2007, all Deferral Credits and Matching
Credits, and all accrued interest thereon, were deemed to be invested in one or
more of the investment funds offered by Retirement System Fund, Inc. or in such
other funds as were specified by the Bank from time to time, in multiples of
10%, as directed from time to time no more frequently than once each calendar
quarter by the respective Participant.


Effective
December 3, 2007, all Deferral Credits and Matching Credits, and all accrued
interest and earnings thereon, shall be deemed to be invested in one or more of
the investments funds designated as permitted investments by the Bank from time
to time, as directed from time to time by the respective Participant (but, for
periods prior to March 1, 2008, no more frequently than once each quarter) in
accordance with rules and procedures established from time to time by the Bank.


Supplemental
Credits shall be deemed to be invested exclusively in Common Stock, provided,
however, that in the event of a transaction described in the first paragraph of
Paragraph 13, Supplemental Credits shall be deemed invested in the manner set
forth in such paragraph.


Participants
shall be credited, on a daily basis (or, for periods prior to March 1, 2008, on
at least a quarterly basis), with the earnings (or losses) on such deemed
investments.


	
 

	
 


	
6.

	
VESTING





A
Participant’s Deferral Credits (and earnings thereon) shall be 100% vested.
Matching Credits (and earnings thereon) and Supplemental Credits (and earnings
thereon) made on behalf of a Participant shall become 100% vested upon the
Participant’s death while employed by Flushing Financial Corporation (the
“Holding Company”), the Bank or any Related Company, or upon a Change of
Control (as defined in Paragraph 13) while employed by the Holding Company, the
Bank, or a Related Company, and otherwise shall vest in accordance with the
vesting schedule







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under the
401(k) Plan or the Profit Sharing Plan, as the case may be, taking into account
any service for vesting purposes that is recognized under the 401(k) Plan or
the Profit Sharing Plan, as the case may be. If a Participant terminates
employment (for reasons other than death, retirement or disability) at a time
when he is less than 100% vested in his Matching Credits or Supplemental
Credits, the non-vested portion of such Matching Credits (and earnings thereon)
and/or Supplemental Credits (and earnings thereon) shall at that time be
forfeited, and such forfeiture shall not be restored, irrespective of whether
the Participant again becomes an employee of the Holding Company, the Bank or
any Related Company.


	
 

	
 


	
7.

	
METHOD OF PAYMENT





The aggregate
amount of a Participant’s Deferral Credits and the vested portion of his
Matching Credits and Supplemental Credits (including all earnings credited
thereon) shall be paid to the Participant in the form of a cash lump sum within
sixty (60) days following his termination of employment with the Holding
Company, the Bank and any Related Company, unless the Participant elects, to
receive his benefits either (i) in the form of a cash lump sum within sixty
(60) days following the last day of the calendar year in which occurs his
termination of employment, or (ii) in substantially equal annual installments
(or, in the case of elections made prior to January 1, 2002, substantially
equal quarterly installments) over a period of five (5) or fewer years
commencing within sixty (60) days following the Participant’s termination of
employment. In the case of the Grandfathered Portion, such election must be
made by written notice delivered to the Bank at least twelve (12) months prior
to such termination of employment and shall indicate whether payment of any
unpaid benefits shall be made in a lump sum upon the Participant’s death. In
the case of the Non-Grandfathered Portion attributable to Deferral Credits,
Matching Credits or Supplemental Credits credited with respect to any calendar
year, such election must be made in writing prior to the beginning of the
calendar year with respect to which such Deferral Credits, Matching Credits or
Supplemental Credits are credited (or, in the case of a Participant who first
becomes eligible to participate in the Plan during a calendar year, within 30
days of first becoming eligible to participate), shall indicate whether any
unpaid benefits shall be made in a lump sum upon the Participant’s death, and
shall be irrevocable; except that prior to the Participant’s termination of
employment, the Participant and the Employer may agree to change the method of
payment of the Non-Grandfathered Portion provided that: (i) such agreement is
made at least one year prior to the date on which the Non-Grandfathered Portion
is scheduled to be paid, or in the case of installment payments, one year prior
to the date on which the affected installment is scheduled to be paid, (ii) the
redesignated payment date for the Non-Grandfathered Portion or installment
payment, as the case may be, is no less than five years after the date on which
such Non-Grandfathered Portion or installment payment would otherwise be paid,
and (iii) the change in method of payment may not take effect until 12 months
following the date of the agreement making such change.


During the
period of any installment distribution, the balance of funds owed to such
former Participant shall be deemed to be invested by the Bank in accordance
with the provisions set forth in Paragraph 5 above as they would be applicable
to a Participant who continued to be employed by the Bank. The amount of each
installment shall be equal to the total value of a Participant’s Deferral
Credits and the vested portion of his Matching Credits and Supplemental Credits
(including all earnings credited thereon) on the relevant installment payment
date (or, in the case of installments paid prior to January 1, 2008, the tenth
(10th) day prior to the relevant







6


installment
payment date), divided by the total number of remaining installment payments
elected. The Participant’s account in the Plan shall be debited by the amount
of any payment made to the Participant from his account. Each installment
payment under this Paragraph 7 shall be treated as a separate payment for
purposes of Section 409A.


Notwithstanding
any election by a Participant to defer payment of benefits following
termination of employment, in the event that (i) a Participant has a
termination of employment (for any reason) within three (3) years after a
Change of Control, or (ii) a Change of Control occurs at any time after a
Participant’s termination of employment, the aggregate amount of the
Participant’s Deferral Credits and the vested portion of his Matching Credits
and Supplemental Credits (including the vested portion of all earnings credited
thereon) which have not previously been paid to such Participant shall be paid
to the Participant in the form of a cash lump sum within thirty (30) days
following the Participant’s termination of employment (in the case of clause
(i)) or the Change of Control (in the case of clause (ii)); provided, however,
that the payment of the Non-Grandfathered Portion shall not be accelerated and
shall continue to be paid in accordance with the Participant’s applicable
payment election if (A) the Change of Control does not constitute a “change of
control” for purposes of Section 409A or (B) in the case of clause (i), the
termination of employment does not occur within two (2) years after the Change
of Control.


Notwithstanding
anything to the contrary in this Paragraph 7: (i) with respect to the
Non-Grandfathered Portion, a Participant’s termination of employment shall not
be deemed to have occurred for purposes of any provision of this Plan providing
for the payment of any amounts upon or following a termination of employment
unless such termination is also a “separation from service” (within the meaning
of Code Section 409A); and (ii) if a Participant is a “specified employee”
within the meaning of Section 409A as determined by the Bank’s Employee
Benefits Committee in accordance with Section 409A and if any amounts (other
than amounts payable from the Grandfathered Portion) are payable under this
Plan on account of the Participant’s “separation from service” within the
meaning of Section 409A (other than on account of death), then any amounts that
would otherwise be paid, or in the case of installment payouts commence to be
paid, to the Participant under this Paragraph 7 within six months of such
separation from service (other than amounts payable from the Grandfathered
Portion) shall automatically be deferred and paid, or in the case of
installment payouts commence to be paid, on the six month anniversary of such
separation from service (or the date of the Participant’s death, if earlier).


	
 

	
 


	
8.

	
BENEFICIARY





Each
Participant may, at any time, designate a beneficiary to receive his Deferral
Credits and vested Matching Credits and Supplemental Credits under the Plan
(including all earnings credited thereon) in the event of his death prior to
all such amounts being paid to him. Such designation of beneficiary shall become
effective when received by the Bank, and shall be on a form provided by or
otherwise acceptable to the Bank.


In the event
of the death of a Participant either prior to designating a beneficiary
pursuant to this Paragraph 8, or concurrent with or after the death of such
beneficiary, or in the event of such beneficiary’s death before he is paid all
of the amounts due to him as a result of the Participant’s death, such amounts
shall be paid to the estate of the later to die of the Participant or his beneficiary;
provided, however, that in the event that the Participant provides for a
contingent







7


beneficiary and such contingent beneficiary is
surviving at the time of the later of the death of the Participant or his
primary beneficiary, such amount shall be paid to such contingent beneficiary.
A Participant may designate a trust as a beneficiary.


	
 

	
 


	
9.

	
NONASSIGNABILITY





A
Participant’s or beneficiary’s right to any Credits accumulated hereunder
(including any earnings credited thereon) shall not be transferable or
assignable, except by reason of the laws of descent and distribution.


	
 

	
 


	
10.

	
NO EQUITABLE OR SECURITY RIGHT CREATED





The Holding
Company or the Bank, by determination of the Board of Directors of the Bank,
may enter into an agreement with another organization to hold the deferred
funds and administer the Plan in accordance with the rules and procedures
outlined herein. Notwithstanding the foregoing, no Participant or beneficiary
entitled to receive Credits (including earnings credited thereon) under this
Plan shall have any equitable or security rights in any specific assets of the
Holding Company or the Bank, and the rights of Participants or their
beneficiaries under this Plan shall not be greater than the rights of unsecured
general creditors of the Holding Company or the Bank.


All Credits
(including all earnings credited thereon) shall constitute general assets of
the Holding Company or the Bank and neither a Participant nor any designated
beneficiary shall have any rights in or against any amounts held by the Holding
Company or the Bank as Credits under this Plan. Credits (including all earnings
credited thereon) may not be encumbered or assigned by a Participant or any
beneficiary.


	
 

	
 


	
11.

	
EFFECT OF DETERMINATION





If any amounts
deferred pursuant to the Plan are found in a “determination” (within the
meaning of Section 1313(a) of the Code) to have been includible in gross income
by a Participant prior to payment of such amounts under the Plan, such amounts
shall be immediately paid to such Participant, notwithstanding his deferral and
payment elections.


	
 

	
 


	
12.

	
TAX WITHHOLDING





If upon the
crediting or payment of any benefits under the Plan, the Bank or any related
employer shall be required to withhold any amounts with respect to such
benefits by reason of any federal, state or local tax laws, rules or
regulations, then the Bank or such employer shall be entitled to deduct and
withhold such amounts from any such benefits. In any event, the recipient of
such benefits shall make available to the Bank or such employer, promptly when
requested by the Bank or the employer, sufficient funds or other property to
meet the requirements of any withholding; furthermore, the Bank or such
employer shall be entitled to take and authorize such steps as it may deem advisable
in order to have the amounts required to be withheld made available to it out
of any funds or property payable to the recipient of the benefits, whether
under the Plan or otherwise.







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13.

	
CHANGE OF CONTROL





In the event
of a merger, acquisition or other corporate transaction as a result of which
the Common Stock is no longer outstanding or the Bank or the Holding Company
survives as a subsidiary of another entity, each share of Phantom Stock
credited as Supplemental Credits shall be converted to a fixed dollar amount
equal to the fair market value of the cash, securities, and/or other property
payable in the merger or other transaction to the holder of a share of Common
Stock, and thereafter Supplemental Credits shall be deemed to be invested in
the same manner as Deferral Credits and Matching Credits.


For purposes
of this Plan, a “Change of Control” means:


	
 

	
 

	
 


	
 

	
(a)

	
the
 acquisition of all or substantially all of the assets of the Bank or the
 Holding Company by any person or entity, or by any persons or entities acting
 in concert; or


	
 

	
 

	
 


	
 

	
(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 the effective
 date of the Bank’s conversion from the mutual to the capital stock form of
 ownership, 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); or


	
 

	
 

	
 


	
 

	
(c)

	
the
 acquisition of beneficial ownership, directly or indirectly (as provided in
 Rule 13d-3 under 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.


	
 

	
 

	
 


	
14. 

	
CHOICE OF
LAW 





This Plan
shall be construed in accordance with the laws of the State of New York,
without reference to conflicts of law principles.







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15. 

	
MISCELLANEOUS 


	
 

	
 


	
 

	
(a)

	
The Plan
 shall be administered by the Bank’s Employee Benefits Committee. The decision
 of such Committee with respect to any questions arising as to the
 interpretation of this Plan, including the severability of any and all of the
 provisions thereof, shall be final, conclusive and binding.


	
 

	
 

	
 


	
 

	
(b)

	
The Bank
 reserves the right to modify this Plan from time to time or to terminate the
 Plan entirely by action of the Board of Directors of the Bank; provided,
 however, that (i) no modification or termination of this Plan shall operate
 to reduce amounts already credited to a Participant under the Plan, or to
 reduce the right to future earnings credits as set forth in Paragraph 5,
 unless the affected Participant consents; and (ii) no modification or
 termination may accelerate the payment of the Non-Grandfathered Portion of
 amounts credited to any Participant or beneficiary under the Plan except as
 permitted by Section 409A.


	
 

	
 

	
 


	
 

	
(c)

	
No amounts
 owed hereunder shall be deemed a deposit or a checking or savings account.