EXHIBIT 10.2(a)
Amended and Restated Employment Agreement between Flushing Savings Bank, FSB and Certain Officers.

FLUSHING SAVINGS BANK, FSB
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 18th day of July, 2000, by and between Flushing Savings Bank, FSB, a savings bank organized and existing under Federal law and having its executive offices at 144-51 Northern Boulevard, Flushing, New York 11354 (the "Bank"), and _______________________, residing at ________________________ ("Officer").

WHEREAS, the Bank and the Officer are parties to an Employment Agreement dated as of July 20, 1999; 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 continued availability of his services; and

WHEREAS, for purposes of securing for the Bank the Officer's continued services, the Board of Directors of the Bank ("Board") has authorized the proper officers of the Bank to enter into an amended and restated 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:

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.

(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 July 18, 2000 and ending on November 21, 2002, plus such extensions as are provided pursuant to section 2(b) of this Agreement.

(b) On or as of July 1, 2001, 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).

On the date on which the Employment Period commences, the Officer shall hold the position of Senior Vice President 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.

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) $________ 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 2001. 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.

(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 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.

(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 three 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.

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.

(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 Senior Vice President or such other position as the Officer consents to hold;

(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;

(ii) 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. If the Officer's termination of employment occurs 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, which the Bank shall pay to the Officer promptly after it has been awarded;

(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;

(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 a period of 24 months ("Severance Period"). 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 (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.

(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; 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.

(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.

(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).

(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 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.

(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 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 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.

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;

(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.

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.

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.

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:

Officer's Name
Officer's Address

If to the Bank:

Flushing Savings Bank, FSB
144-51 Northern Boulevard
Flushing, New York 11354
Attention: Secretary of the Bank

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

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.

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.

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.

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.

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. No modifications of this Agreement shall be valid unless made in writing and signed by the parties hereto.

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.

(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.

(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.ss.1828(k) and any regulations promulgated thereunder.

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

FLUSHING SAVINGS BANK, FSB

By: ___________________________________________
Michael J. Hegarty
President & C.E.O.

Officer: ______________________________________

EXHIBIT 10.3(d)
Amended and Restated Employment Agreement between Flushing Financial Corporation and Certain Officers.

FLUSHING FINANCIAL CORPORATION
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 18th day of July, 2000, by and between Flushing Financial Corporation, a Delaware corporation having its executive offices at 144-51 Northern Boulevard, Flushing, New York 11354 (the "Holding Company"), and ________________________________________________________ residing ____________________________________________ ("Officer").

WHEREAS, the Holding Company and the Officer are parties to an Employment Agreement dated as of July 20, 1999; and

WHEREAS, the Holding Company considers the availability of the Officer's services to be important to the successful management and conduct of the Holding Company's business and desires to secure for itself the continued availability of his services; and

WHEREAS, for purposes of securing for the Holding Company the Officer's continued services, the Board of Directors of the Holding Company ("Board") has authorized the proper officers of the Holding Company to enter into an amended and restated 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 Holding Company 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 Holding Company and the Officer hereby agree as follows:

The Holding Company 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.

(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 July 18, 2000 and ending on November 21, 2002, plus such extensions as are provided pursuant to section 2(b) of this Agreement.

(b) On or as of July 1, 2001, 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 Holding Company 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 Holding Company 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 Holding Company, the extensions provided pursuant to section 2(b) shall cease (if such extensions have not previously ceased).

On the date on which the Employment Period commences, the Officer shall hold the position of Senior Vice President of the Holding Company with all of the powers and duties incident to such position under law and under the by-laws of the Holding Company. 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 Holding Company and its subsidiaries and use his best efforts to advance the interests of the Holding Company and its subsidiaries, 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 also serve as an officer of Flushing Savings Bank, FSB (the "Bank") pursuant to the Amended and Restated Employment Agreement between the Officer and the Bank dated as of the date hereof ("Bank Employment Agreement"). The Holding Company hereby acknowledges that the Officer's service under this Agreement shall not be deemed to materially interfere with the Officer's performance under the Bank Employment Agreement or otherwise result in a breach of the Bank Employment Agreement. The Officer shall have such authority as is necessary or appropriate to carry out his duties under this Agreement.

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

(a) The Holding Company shall pay to the Officer a salary at an annual rate equal to the greater of (i) $_________ 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 2001. The Current Salary payable under this section 4 shall be paid in approximately equal installments in accordance with the Holding Company's customary payroll practices.

(b) The Officer shall be eligible to participate in any bonus plan maintained by the Holding Company for its officers and employees. If the Officer shall earn any bonus under any bonus plan of the Bank but such bonus shall not be paid by the Bank, the Holding Company shall pay such bonus to the Officer.

(a) Except as otherwise provided in this Agreement, the Officer shall, during the Employment Period, be treated as an employee of the Holding Company and be entitled to participate in and receive benefits under the Holding Company'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 Holding Company 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 Holding Company's customary practices.

(b) The Holding Company 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.

(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 Holding Company, which shall in no event be less than three 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 Holding Company 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 Holding Company.

The Officer's principal place of employment shall be at the offices of the Holding Company in Queens County, New York or at such other location upon which the Holding Company and the Officer may mutually agree. The Holding Company 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 Holding Company and necessary or appropriate in connection with the performance of his duties under this Agreement. The Holding Company 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 Holding Company of an itemized account of such expenses in such form as the Holding Company may reasonably require.

(a) In the event that the Officer's employment with the Bank and/or the Holding Company shall terminate during the Employment Period on account of:

(i) the Officer's voluntary resignation from employment with the Bank and the Holding Company 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 Senior Vice President, or such other position as the Officer consents to hold, or the failure of the Holding Company to elect or reelect the Officer to serve as its Senior Vice President, or such other position as the Officer consents to hold;

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

(C) the failure of the Bank or the Holding Company 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 or the Holding Company 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) or the failure of the Bank's board of directors to extend the Employment Period under the Bank Employment Agreement within the times provided in section 2(b) of such Agreement; provided, however, that such failure shall not constitute Good Reason until the earlier of 30 days after any determination by the Board or the Bank's board of directors that the Employment Period shall not be so extended or August 1 of such year;

(E) the failure of the Bank or the Holding Company to cure a material breach of the Bank Employment Agreement or this Agreement by the Bank or the Holding Company, respectively, 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 the Bank Employment Agreement or of any successor company to the Holding Company to assume this Agreement.

(ii) the discharge of the Officer by the Bank or the Holding Company for any reason other than (A) for "Cause" as defined in section 8(b) of this Agreement or (B) the Officer's death or "Disability" as defined in section 9(a) of this Agreement; or

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

then the Holding Company 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 and/or the Holding Company under circumstances described in section 7(a), the Holding Company 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;

(ii) 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. If the Officer's termination of employment occurs prior to a Change of Control, the Compensation Committee of the Bank or of the Holding Company 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, which the Holding Company shall pay to the Officer promptly after it has been awarded;

(iii) the benefits, if any, to which he is entitled as a former employee under the Bank's and the Holding Company's employee benefit plans and programs and compensation 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 a period of 24 months ("Severance Period"). 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 and the Holding Company (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 and the Holding Company'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 other of his 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 or the Holding Company, 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 or the Holding Company, 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 Holding Company and the Bank for the Severance Period (basing such bonus on the highest bonus, if any, paid to the Officer by the Bank or the Holding Company under section 4(b) of the Bank Employment Agreement or this Agreement within the three-year period prior to the date of termination).

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 Holding Company 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.

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

(i) the discharge of the Officer by the Holding Company for Cause; or

(ii) the Officer's voluntary resignation from employment with the Holding Company for reasons other than those constituting a Good Reason;

then the Holding Company 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; and (B) the provision of such other benefits, if any, to which he is entitled as a former employee under the Bank's and the Holding Company's employee benefit plans and programs and compensation plans and programs.

(b) For purposes of this Agreement, the term "Cause" means the Officer's (i) willful failure to perform his duties under this Agreement or under the Bank Employment Agreement and failure to cure such failure within sixty days following written notice thereof from the Holding Company or the Bank, or (ii) intentional engagement in dishonest conduct in connection with his performance of services for the Holding Company or the Bank or conviction of a felony.

(a) The Officer's employment with the Holding Company 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 Holding Company 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 and/or Holding Company employees).

(b) In the event that the Officer's employment with the Holding Company shall terminate during the Employment Period on account of death, the Holding Company shall promptly 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.

(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 or of the Holding Company 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 Holding Company shall pay such bonus to the Officer or, in the event of death, his designated beneficiaries or estate, as the case may be, promptly 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 Holding Company shall promptly 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.

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 the Holding Company by any person or entity, or by any persons or entities acting in concert;

(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.

In the event that the Officer becomes entitled to one or more payments (with a "payment" including, without limitation, the vesting of an option or other non-cash benefit or property, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the "Total Payments"), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the "Excise Tax"), the Holding Company shall pay to the Officer at the time specified below an additional amount (the "Gross-up Payment") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the Officer, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11, but before reduction for any federal, state or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer's adjusted gross income multiplied by the highest applicable marginal rate of federal, state or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made.

For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,

(i) the Total Payments shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the written opinion of independent compensation consultants or auditors of nationally recognized standing selected by the Holding Company and reasonably acceptable to the Officer ("Independent Auditors"), the Total Payments (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code or are otherwise not subject to the Excise Tax,

(ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (i) above), and

(iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Holding Company's Independent Auditors appointed pursuant to clause (i) above in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

For purposes of determining the amount of the Gross-up Payment, the Officer shall be deemed (A) to pay federal income taxes at the highest marginal rate of federal income taxation for the calendar year in which the Gross-up Payment is to be made; (B) to pay any applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the Officer's adjusted gross income); and
(C) to have otherwise allowable deductions for federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the Gross-up Payment in the Officer's adjusted gross income. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time the Gross-up Payment is made, the Officer shall repay to the Holding Company at the time that the amount of such reduction in Excise Tax is finally determined (but, if previously paid to the taxing authorities, not prior to the time the amount of such reduction is refunded to the Officer or otherwise realized as a benefit by the Officer) the portion of the Gross-up Payment that would not have been paid if such Excise Tax had been applied in initially calculating the Gross-up Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time the Gross-up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-up Payment), the Holding Company shall make an additional Gross-up Payment in respect of such excess (plus any interest and penalties payable with respect to such excess) at the time that the amount of such excess is finally determined.

The Gross-up Payment provided for above shall be paid on the thirtieth day (or such earlier date as the Excise Tax becomes due and payable to the taxing authorities) after it has been determined that the Total Payments (or any portion thereof) are subject to the Excise Tax; provided, however, that if the amount of such Gross-up Payment or portion thereof cannot be finally determined on or before such day, the Holding Company shall pay to the Officer on such day an estimate, as determined by the Holding Company's Independent Auditors appointed pursuant to clause (i) above, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code), as soon as the amount thereof can be determined. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Holding Company to the Officer, payable on the fifth day after demand by the Holding Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). If more than one Gross-up Payment is made, the amount of each Gross-up Payment shall be computed so as not to duplicate any prior Gross-up Payment. The Holding Company shall have the right to control all proceedings with the Internal Revenue Service that may arise in connection with the determination and assessment of any Excise Tax and, at its sole option, the Holding Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority in respect of such Excise Tax (including any interest or penalties thereon); provided, however, that the Holding Company's control over any such proceedings shall be limited to issues with respect to which a Gross-up Payment would be payable hereunder and the Officer shall be entitled to settle or contest any other issue raised by the Internal Revenue Service or any other taxing authority. The Officer shall cooperate with the Holding Company in any proceedings relating to the determination and assessment of any Excise Tax and shall not take any position or action that would materially increase the amount of any Gross-up Payment hereunder.

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 Holding Company or by the Officer, shall have no effect on the rights and obligations of the parties hereto under the Holding Company's employee benefit plans or programs or compensation plans or programs (whether or not employee benefit plans or programs) that the Holding Company may maintain from time to time.

This Agreement will inure to the benefit of and be binding upon the Officer, his legal representatives and estate or intestate distributees, and the Holding Company 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 Holding Company may be sold or otherwise transferred.

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 other party:

If to the Officer:

Officer's Name
Officer's Address

If to the Holding Company:

Flushing Financial Corporation
144-51 Northern Boulevard
Flushing, New York 11354
Attention: Secretary

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

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.

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.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without reference to conflicts of law principles.

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.

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, other than the Bank Employment Agreement. No modifications of this Agreement shall be valid unless made in writing and signed by the parties hereto.

The Holding Company 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 Holding Company to fund its obligations shall be part of the general assets of the Holding Company and shall be subject to all claims of the Holding Company's creditors.

The Holding Company guarantees the payment by the Bank of any and all benefits and compensation to which the Officer is entitled under the Bank Employment Agreement.

In the event that the Officer shall perform services for the Bank or any other direct or indirect subsidiary of the Holding Company, any compensation or benefits provided to the Officer by such other employer shall be applied to offset the obligations of the Holding Company hereunder, it being intended that this Agreement set forth the aggregate compensation and benefits payable to the Officer for all services to the Holding Company and all of its direct or indirect subsidiaries. The Officer hereby acknowledges that if any payment made or benefit provided by the Holding Company under this Agreement is also required to be made or provided by the Bank under the Bank Employment Agreement, such payment or benefit by the Holding Company under this Agreement shall offset the payment required to be made or benefit required to be provided by the Bank under the Bank Employment Agreement.

Notwithstanding any other provision of this Agreement to the contrary, 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. section 1828(k) and any regulations promulgated thereunder.

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

FLUSHING FINANCIAL CORPORATION

By: _______________________________________
Michael J. Hegarty
President and CEO

Officer: __________________________________

EXHIBIT 10.4(a)
Form of Special Termination Agreement as Amended.

[For new recipients]

SPECIAL TERMINATION AGREEMENT

This SPECIAL TERMINATION AGREEMENT dated as of ___________ (the "Agreement"), between Flushing Savings Bank, FSB, a savings bank organized and existing under Federal law and having its executive offices at 144-51 Northern Boulevard, Flushing, New York 11354 (the "Bank"), Flushing Financial Corporation, a Delaware corporation having its executive offices at 144-51 Northern Boulevard, Flushing, New York 11354 (the "Holding Company"), and _________________, residing at _____________________________ (the "Employee").

WHEREAS, the Employee is employed by the Bank or one of its subsidiaries in a management position; and

WHEREAS, the Bank desires to provide severance benefits to the Employee in the event of a termination of employment following a Change of Control (as defined below), all in accordance with the terms and provisions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties hereto agree as follows:

(a) The term of this Agreement (the "Term") shall commence on the date hereof and shall continue through November 21, ______ (the "Extension Date"), plus such extensions as are provided in paragraph (b) below.

(b) On or as of the Extension Date and each anniversary thereof (collectively, the "Anniversary Dates"), the Term shall be extended for one additional year if and only if the Board of Directors of the Bank (the "Board") shall have authorized the extension of the Term prior to such Anniversary Date. If the Board shall not have authorized the extension of the Term prior to any Anniversary Date, then the Term shall not be extended pursuant to this section 1(b) at any time thereafter and the Term shall end on such Anniversary Date. Notwithstanding the foregoing, (i) the Term shall end upon the termination of the Employee's employment with the Bank for any reason prior to a Change of Control, and (ii) if a Change of Control occurs during the Term, the Term shall be automatically extended such that the Term shall end on the second anniversary of the Change of Control.
(c) Upon the expiration of the Term, all rights, benefits and obligations of the parties hereto shall terminate, except for any such rights, benefits and obligations that arose prior to or in connection with such expiration and except as otherwise provided herein.

(i) 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;

(ii) 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 November 21, 1995 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);

(iii) 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

(iv) 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.

(c)"Disability" means termination under circumstances

(i) a reduction by the Holding Company or any subsidiary (including the Bank) in the Employee's annual base salary as in effect immediately prior to a Change of Control;

(ii) a change by the Holding Company or any subsidiary (including the Bank) in the Employee's title (other than a bona fide promotion) as in effect immediately prior to a Change of Control;

(iii) the failure of the Holding Company or any subsidiary (including the Bank) to maintain the Employee's principal place of employment as in effect immediately prior to a Change of Control; or

(iv) the failure of the Holding Company or any subsidiary (including the Bank) to cure, within sixty days following written notice thereof from the Employee, a material adverse change in the Employee's functions, duties, or responsibilities as in effect immediately prior to a Change of Control.

In the event the Employee's employment with the Holding Company or any of its subsidiaries (including the Bank) is terminated within two years following a Change of Control (i) by the Holding Company or any of its subsidiaries (including the Bank) other than by reason of the death or Disability of the Employee and other than for Cause, or (ii) by the Employee for Good Reason, the Bank shall provide and pay to the Employee the following:

(a) the Employee's earned but unpaid current salary as of the date of termination, plus an amount representing any accrued but unpaid vacation time;

(b) the benefits, if any, to which the Employee is entitled as a former employee under the Holding Company's and subsidiaries' (including the Bank's) employee benefit plans and programs and compensation plans and programs;

(c) continued health and welfare benefits (including group life, disability, medical and dental benefits), in addition to that provided in paragraph (b) above, to the extent necessary to provide coverage for the Employee for the number of months equal to the number of months of salary payable to the Employee pursuant to paragraph (d) below (the "Severance Period"). 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 Employee based on the highest annual rate of salary achieved by the Employee during the period of the Employee's employment with the Bank or its subsidiaries. If the Employee had dependent coverage in effect at the time of his termination of employment, the Employee shall have the right to elect to continue such dependent coverage for the Severance Period. The benefits to be provided under this paragraph (c) shall cease to the extent that substantially equivalent benefits are provided to the Employee (and/or his dependents) by a subsequent employer of the Employee; and

(d) within thirty days following the Employee's termination of employment, a cash lump sum payment in an amount equal to one month's salary for each full year of continuous service completed with the Holding Company or any of its subsidiaries (including the Bank or any predecessor of the Bank), but in no event less than 12 months' salary or more than 18 months' salary, such salary to be the greater of the Employee's salary immediately prior to the Change of Control or the Employee's salary at the date of such termination.

Notwithstanding the foregoing, the benefits provided to the Employee under this
Section 3 shall be reduced if and to the extent that a nationally recognized firm of compensation consultants or auditors designated by the Holding Company or the Bank determines that such reduction will result in a greater net after-tax benefit to the Employee than the Employee would obtain in the absence of such reduction, taking into account any excise tax payable by the Employee under Internal Revenue Code Section 4999.

Except as expressly provided in this Agreement, the termination of the Employee's employment during the Term or thereafter, whether by the Holding Company or any of its subsidiaries (including the Bank) or by the Employee, shall have no effect on the rights and obligations of the parties hereto under the employee benefit plans or programs or compensation plans or programs (whether or not employee benefit plans or programs) that the Holding Company or any subsidiary (including the Bank) may maintain from time to time.

Nothing in this Agreement shall be construed as giving the Employee the right to be retained in the employment of the Holding Company or any of its subsidiaries (including the Bank), nor shall it affect the right of the Holding Company or any of its subsidiaries (including the Bank) to terminate the Employee's employment with or without cause.

(a) Notwithstanding any other provision of this Agreement to the contrary, this Section 6 shall apply at all times, during the Term of this Agreement.

(b) If the Employee 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. ss. 1818(e)(3) and (g)(1), the Bank's obligations to the Employee under this Agreement shall be suspended as of the date of such service unless stayed by appropriate proceedings. If the charges in such notice are dismissed, the Bank shall (i) pay the Employee all of the compensation payable under this Agreement which was withheld while the Bank's obligations under this Agreement were so suspended, and (ii) reinstate in whole any of its obligations to the Employee which were suspended.

(c) If the Employee 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. ss. 1818(e)(4) or (g)(1), all obligations of the Bank to the Employee 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 6(d) shall not affect any vested rights of the Employee 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 6(e) shall not affect any vested rights of the Employee accrued as of such date of termination.

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

The Holding Company hereby agrees to guarantee the payment by the Bank of any benefits and compensation to which the Employee is entitled under this Agreement.

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

FLUSHING FINANCIAL CORPORATION

FLUSHING SAVINGS BANK, FSB

EXHIBIT 10.5(a)
Amended and Restated Employee Severance Compensation Plan of Flushing Savings Bank, FSB

EMPLOYEE SEVERANCE COMPENSATION PLAN
OF
FLUSHING SAVINGS BANK, FSB

(Amended and restated effective as of July 18, 2000)

(a) "Cause" means intentional engagement in dishonest conduct, insubordination, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform duties, or commission of an act which would constitute a felony.

(i) 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;

(ii) 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 Conversion 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);

(iii) 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

(iv) 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.

(c) "Effective Date of the Conversion" means the day on which the conversion of the Bank from the mutual to capital stock form of ownership becomes effective.

(d) "Disability" means termination under circumstances in which the employee would qualify for disability benefits under one or more disability programs maintained by the Holding Company or the Bank.

(e) "Good Reason" means a reduction by the Bank or the Holding Company in the employee's Pay, as in effect immediately prior to a Change of Control.

(f) "Pay" means the regular hourly wage of an employee or, if the employee is salaried, the annual base salary of the employee, as in effect immediately prior to a Change of Control, and does not include in either case overtime, bonuses, or other premium wage payments.

(a) the employee was employed by the Bank or the Holding Company immediately prior to a Change of Control,

(b) the employee is not a party to an employment agreement nor a special termination agreement with the Bank or the Holding Company on the date of termination of the employee's employment,

(c) the employee completed at least one year of service with the Bank or the Holding Company prior to termination of the employee's employment,

(d) the employee's employment was terminated within one year following a Change of Control, and

(e) the employee's employment was terminated (i) by the Bank or the Holding Company other than by reason of the death, or Disability of the employee and other than for Cause, or (ii) by the employee for Good Reason.

(a) Employees eligible pursuant to Section 3 shall be entitled to receive from the Bank a cash lump sum severance payment equal to two weeks of Pay for each full year of continuous service completed with the Bank or the Holding Company or any predecessor of the Bank, up to a maximum benefit of 26 weeks of Pay.

(b) The severance payment described above in paragraph (a) shall be payable in addition to, and not in lieu of, all other accrued or vested or earned but deferred compensation, rights, options, or other benefits which may be owed to the employee following termination.

(c) No employee shall be required to mitigate, by seeking employment or otherwise, the amount of any payment that the Bank becomes obligated to make under this Plan, and amounts to be paid to an employee pursuant to this Plan shall not be reduced by reason of the employee's obtaining other employment or receiving similar payments or benefits from another employer.

EXHIBIT 10.6(c)
Amended and Restated Outside Director Retirement Plan.

OUTSIDE DIRECTOR RETIREMENT PLAN
OF
FLUSHING SAVINGS BANK, FSB
(Amended and Restated Effective as of September 19, 2000)

1. Purpose. The purpose of the Outside Director Retirement Plan (the "Plan") of Flushing Savings Bank, FSB (the "Bank") is to provide retirement benefits to Outside Directors who have provided expertise in enabling the Bank to experience successful growth and development. The Plan was adopted effective February 21, 1995 and amended effective January 1, 1997 and March 21, 2000. This amendment and restatement is effective September 19, 2000.

(a) "Annual Retirement Benefit" means an amount equal to the last annual retainer paid to the Outside Director prior to his Termination Date, plus the total of actual Board of Directors meeting fees (excluding fees earned for committee meetings) paid to the Outside Director by either the Bank or FFIC for the twelve months immediately preceding his Termination Date.

(b) "Cause" means termination for dishonesty or willful misconduct involving moral turpitude.

(c) "Change of Control" means:

(i) the acquisition of all or substantially all of the assets of the Bank or FFIC by any person or entity, or by any persons or entities acting in concert;

(ii) the occurrence of any event if, immediately following such event, a majority of the members of the Board of Directors of the Bank or FFIC 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 FFIC as of the Effective Date of the Plan 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);

(iii) 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 FFIC by any person or group deemed a person under Section 13(d)(3) of the Act; or

(iv) approval by the stockholders of the Bank or FFIC of an agreement providing for the merger or consolidation of the Bank or FFIC with another corporation where the stockholders of the Bank or FFIC, 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.

(d) "Disability" means inability to serve as a director due to medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

(e) "Effective Date" means the day on which the Plan first became effective, February 21, 1995.

(f) "FFIC" means Flushing Financial Corporation, a Delaware corporation.

(g) "Outside Director" means a person who is not an employee of the Bank or any of its subsidiaries, and who is elected or appointed to serve as a member of the Board of Directors (or, prior to the Bank's conversion to a stock form of ownership, the Board of Trustees) of the Bank.

(h) "Participant" means an Outside Director who is eligible to receive retirement benefits hereunder.

(i) "Surviving Spouse" means the lawful spouse of an Outside Director on the date a benefit first becomes payable in accordance with the Plan.

(j) "Termination Date" means the date of a Participant's termination from service as a director of the Bank, by retirement, resignation, discharge or otherwise.

(k) "Total Retirement Benefit" means the amount of a Participant's Annual Retirement Benefit divided by 12 and multiplied by the lesser of (i) the number of months the Participant has served as an Outside Director, or (ii) 120 months.

3. Eligibility. Any person who has been elected and served as an Outside Director for five years or more and whose years of service as an Outside Director plus age equals or exceeds 55 shall be a Participant in the Plan. In addition, any person who is an Outside Director at the time of a Change of Control or who ceases to be an Outside Director by reason of Disability or death shall be a Participant in the Plan without regard to age or service requirements. Any Outside Director who has been removed for Cause regardless of length of service shall not be a Participant in the Plan and shall have no rights to benefits hereunder.

4. Annual Retirement Benefit. A Participant shall be paid an Annual Retirement Benefit, in equal monthly installments commencing upon his Termination Date, for the number of months equal to the lesser of: (i) the number of months the Participant has served as an Outside Director, or (ii) 120 months. A Participant's years of service as an Outside Director of the Bank or any predecessor of the Bank prior to the Effective Date of the Plan shall be counted as years of service as an Outside Director.

5. Benefits upon Change of Control. Notwithstanding the provisions of
Section 4 hereof, a Participant whose Termination Date occurs on or after a Change of Control shall be paid his entire benefit payable under this Plan in a cash lump sum. If the Participant had completed at least two years of service as an Outside Director as of his Termination Date, his benefit shall be the Annual Retirement Benefit multiplied by ten. If the Participant had completed less than two years of service as an Outside Director as of his Termination Date, his benefit shall be the Total Retirement Benefit. The cash lump sum shall be paid as soon as practicable, but not later than 30 days after the Participant's Termination Date.

Notwithstanding the provisions of Section 4 hereof, a Participant whose Termination Date occurred before a Change of Control shall be paid in a cash lump sum the portion of his Total Retirement Benefit not previously paid to him. The cash lump sum shall be paid as soon as practicable, but not later than 30 days after the date on which the Change of Control occurred.

6. Death of a Participant. If a Participant dies, then, except as hereafter provided with respect to a Surviving Spouse, all benefits payable hereunder shall cease and such Participant's beneficiaries, heirs or assigns shall have no right to any benefit hereunder.

If a Participant dies with a Surviving Spouse, the Surviving Spouse shall be paid, in equal monthly installments, commencing upon the first day of the month following the Participant's death, the remaining monthly benefit installments the Participant would have received under Section 4 if he had lived to receive all such benefits payable to him under the Plan (or the Participant's entire benefit if the Participant's Termination Date was due to his death).

However, in the event of a Change of Control, the remaining monthly installments payable to a Surviving Spouse shall be paid in a cash lump sum, as soon as practicable, but not later than 30 days after the occurrence of Change of Control.

All payments hereunder shall cease upon the death of a Surviving Spouse. If a Participant is predeceased by a Surviving Spouse, all benefits shall cease upon the death of the Participant.

7. Limitation on Benefits. Notwithstanding any other provision of this Plan, no benefits may be paid to a Participant if a formal cease and desist order has been entered by the Office of Thrift Supervision or the Federal Deposit Insurance Company that requires such Participant to cease participating in the conduct of the affairs of the Bank.

8. Unfunded Arrangement. This Plan shall be an unfunded arrangement, and shall not relate to any specific funds of the Bank. Payments of benefits due under the Plan shall be made from the general assets of the Bank, and a Participant or Surviving Spouse shall have only the rights of an unsecured creditor of the Bank with respect thereto. Notwithstanding the foregoing, the Bank shall have the right in its sole discretion to provide for the funding of payments required to be made hereunder through a trust or otherwise.

9. Administration. This Plan shall be administered by the Board of Directors of the Bank, who shall have full authority to interpret the Plan and make all factual determinations necessary therefore. No member of the Board of Directors shall be liable for any act done or determination made in good faith. The construction and interpretation of any provision of the Plan by the Board of Directors, and a determination by the Board of Directors of the amount of any Participant's benefit under the Plan, shall be final and conclusive.

10. Amendment. The Board of Directors may amend, modify, suspend or terminate this Plan at any time; provided, however, that any amendment, modification, suspension or termination shall not affect the rights of Participants to benefits which have accrued prior to the date of amendment.

11. Non-Alienation. No Outside Director (or Surviving Spouse or estate of an Outside Director) shall have the power to transfer, assign, anticipate, mortgage or otherwise encumber any rights or any amounts payable hereunder; nor shall any such rights or payments be subject to seizure for the payment of any debts, judgments, alimony, or separate maintenance, or be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise.

12. Governing Law. This Plan shall be governed by the laws of the State of New York, without reference to conflicts of law principles.

EXHIBIT 10.6(d)
Amended and Restated Flushing Savings Bank, FSB Outside Director Deferred Compensation Plan.

FLUSHING SAVINGS BANK, FSB

OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN

(Amended and restated effective as of March 21, 2000)

(a) PURPOSE. The purpose of the Flushing Savings Bank, FSB Outside Director Deferred Compensation Plan (the "Plan") is to enable Flushing Savings Bank, FSB (the "Bank") to attract and retain Outside Directors of outstanding ability by allowing them to defer and accumulate Director's Fees. For purposes of this Plan, (i) "Director's Fees" means (a) the annual retainer fee for service as a trustee or director of the Bank, (b) fees for attendance at meetings of the Board of Directors (or, prior to the conversion of the Bank to a stock form of ownership, the Board of Trustees) of the Bank and of committees of the Board, and (c) site inspection fees; and (ii) "Outside Director" means a person who is not an employee of the Bank or any of its subsidiaries, and who is elected or appointed to serve as a member of the Board of Directors (or, prior to the conversion of the Bank to a stock form of ownership, the Board of Trustees) of the Bank.

(b) EFFECTIVE DATE. The Plan was adopted effective as of May 16, 1995, and was amended effective as of December 19, 1995. This amendment and restatement is effective as of March 21, 2000.

(a) DEFERRAL ELECTION. At any time prior to the beginning of a calendar year, an Outside Director may elect (the "Deferral Election") that all or any specified portion of the Director's Fees to be earned and paid during such calendar year shall be credited to a Director's Account maintained by the Bank on such Outside Director's behalf in lieu of payment in cash. An Outside Director shall also have the right to make a Deferral Election during the 30 days following (i) the effective date of the Plan, or (ii) the date on which an Outside Director first becomes eligible to receive Director's Fees. Any Deferral Election made pursuant to the preceding sentence shall be made with respect to all or any specified portion of the Director's Fees to be earned and paid in the remainder of the calendar year following such Deferral Election.

(b) EFFECT OF DEFERRAL ELECTION. Pursuant to any Deferral Election, the Bank (i) shall not pay in cash to the Outside Director the Director's Fees covered thereby, (ii) shall credit such amounts as provided in
Section 4(a), and (iii) shall make payments in accordance with the Deferral Election and Section 3.

(c) RENEWAL OF ELECTIONS. Once a Deferral Election has been made, it shall be automatically renewed from year to year unless the Outside Director elects to change or revoke such election. However, each Deferral Election shall be irrevocable as to Director's Fees earned prior to the commencement of the calendar year next following any change or revocation.

(a) PAYMENT COMMENCEMENT DATE. Payment of amounts deferred pursuant to a Deferral Election shall be made or shall commence on, or as soon as practicable after, the first day of the calendar quarter after the date of an Outside Director's termination from service as a director of the Bank (the "Payment Commencement Date").

(b) PAYMENT SCHEDULE. The Director's Account shall be paid in a lump sum on the Payment Commencement Date unless a timely election of an installment payment schedule has been made, as provided below. At any time up until 12 months before his Payment Commencement Date, an Outside Director shall have the right to elect that payment of his Director's Account be made in a number of annual installments specified by him, not to exceed a total of 5 annual installments, commencing on the Payment Commencement Date. During the period of any installment distribution, the balance of funds owed to such Outside Director shall be deemed to be invested by the Bank in accordance with the provisions set forth in Section 4(b) below. The amount of each installment shall be equal to the total value of the Director's Account ten (10) days prior to the relevant installment payment date, divided by the total number of remaining installment payments.

(c) DISABILITY. In the event an Outside Director suffers a Disability, the payment schedule with respect to a balance in the Director's Account may be accelerated by the Board of Directors in its sole discretion. For purposes of this Plan, "Disability" means inability to serve as a director due to medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

(d) DEATH. In the event of an Outside Director's death, any balance in the Director's Account (including amounts credited to such Account as specified in Section 4(b)) shall be paid to the Outside Director's beneficiary in a lump sum cash payment on, or as soon as practicable after, the first day of the calendar quarter after the date of the Outside Director's death. The Outside Director shall be entitled to designate a beneficiary and to change such beneficiary from time to time. If no beneficiary has been designated, the Outside Director's estate shall be deemed the beneficiary.

(e) CHANGE OF CONTROL. Notwithstanding any other provision of this Plan or any Deferral Election, immediately following a Change of Control, an Outside Director shall be paid the entire balance in his Director's Account in a cash lump sum. For purposes of this Plan, a "Change of Control" means:

(i) the acquisition of all or substantially all of the assets of the Bank or Flushing Financial Corporation ("FFIC") by any person or entity, or by any persons or entities acting in concert;

(ii) the occurrence of any event if, immediately following such event, a majority of the members of the Board of Directors of the Bank or FFIC 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 FFIC as of the Effective Date of the Plan 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);

(iii) 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 FFIC by any person or group deemed a person under Section 13(d)(3) of the Act; or

(iv) approval by the stockholders of the Bank or FFIC of an agreement providing for the merger or consolidation of the Bank or FFIC with another corporation where the stockholders of the Bank or FFIC, 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.

(a) PRINCIPAL. The Bank shall create and maintain on its books a Director's Account for each Outside Director who has made a Deferral Election under Section 2(a). The Bank shall credit to such Account the amount of any Director's Fee which would have been paid to the Outside Director but which is not paid to the electing Outside Director pursuant to such Deferral Election. Such credit to the Director's Account shall be as of the date the amount would have been payable in cash if the Outside Director's Deferral Election were not in effect.

(b) INVESTMENT RETURN. Each Director's Account shall be deemed to be invested in one or more of the investment funds offered by Retirement System Fund, Inc. (or in such other investment funds as may be designated 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 Outside Director. Directors' Accounts shall be credited at least quarterly with the earnings (or losses) on such investments.

(c) PAYMENTS. The Bank shall debit the Director's Account for the amount of any payment made to the Outside Director from the Director's Account.

Neither this Plan nor a Director's Account shall be funded. Rather, a Director's Account and all entries thereto shall constitute bookkeeping records only and shall not relate to any specific funds of the Bank. Payments due with respect to balances in a Director's Account shall be made from the general assets of the Bank. Notwithstanding the foregoing, the Bank shall have the right in its sole discretion to provide for the funding of payments required to be made hereunder through a trust or otherwise.

(a) ADMINISTRATION. The Plan shall be administered by the Board of Directors of the Bank, who shall have full authority to interpret the Plan and make all factual determinations necessary therefor. No member of the Board of Directors shall be liable for any act done or determination made in good faith. The construction and interpretation of any provision of the Plan by the Board of Directors, and a determination by the Board of Directors of the amount of any Director's Account, shall be final and conclusive.

(b) AMENDMENTS. The Board of Directors may terminate, modify or amend this Plan, effective prospectively as of the first day of any calendar quarter; provided, however, that the Plan shall not be subject to termination, modification or amendment with respect to any balance of a Director's Account and rights therein, including the right to future increments pursuant to Section
4(b), unless the affected Outside Director consents.

(c) NON-ALIENATION. No Outside Director (or estate of an Outside Director) shall have the power to transfer, assign, anticipate, mortgage or otherwise encumber any rights or any amounts payable hereunder; nor shall any such rights or payments be subject to seizure for the payment of any debts, judgments, alimony, or separate maintenance, or be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise.

(d) EXPENSES. The expenses of administering the Plan shall be borne by the Bank and shall not be charged against any Director's Account.

(e) WITHHOLDING. The Bank shall have the right to deduct from all payments any taxes required to be withheld with respect to such payments.

(f) 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 Internal Revenue Code of 1986, as amended) to have been includible in gross income by an Outside Director prior to payment of such amounts from his Director's Account, such amounts shall be immediately paid to such Outside Director, notwithstanding his Deferral Elections.

(g) EFFECT ON OTHER PLANS. All amounts which are credited to a Director's Account pursuant to Section 4(a) (but not Section 4(b)) shall, solely for purposes of calculating benefits under the Outside Director Retirement Plan of Flushing Savings Bank, FSB, be deemed to have been paid to the Outside Director on the date such amounts would have been paid absent a Deferral Election under Section 2 of this Plan.