FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
1996 RESTRICTED STOCK INCENTIVE PLAN
OF FLUSHING FINANCIAL CORPORATION
(as amended through April 20, 2004)
1.1 Purposes of the Plan
The 1996 Restricted Stock Incentive Plan (the "Plan") of Flushing Financial Corporation (the "Company")
is intended to advance the best interests of the Company and its subsidiaries by providing employees of the
Company and its subsidiaries and Outside Directors (as defined in Section 1.3(a)) with additional incentives
through the award of shares of restricted common stock of the Company ("Restricted Stock") and/or restricted
stock units ("Restricted Stock Units"), thereby increasing the personal stake of such employees and Outside
Directors in the continued success and growth of the Company and encouraging them to remain in the employ or
service of the Company.
1.2 Administration of the Plan
(a) The Plan shall be administered by the Board of Directors of the Company (the "Board of Directors").
(b) All awards granted under the Plan shall be on the terms and subject to the conditions hereinafter
provided. Awards granted to participants other than Outside Directors shall be granted by the Board of Directors
upon recommendation of the Compensation Committee or such other committee of directors as the Board of
Directors shall designate (the "Committee"), which shall consist of not less than two directors. The Board of
Directors shall have no authority to grant awards to any employee covering a number of shares in excess of the
number recommended by the Committee.
(c) With respect to all awards granted under the Plan, the Board of Directors shall have authority (i) to
interpret conclusively the provisions of the Plan and any award granted thereunder, (ii) to adopt, amend, and
rescind such rules and regulations for carrying out the Plan as it may deem advisable, (iii) to decide conclusively
all questions of fact arising in the application