Agreement between Flushing Savings Bank, FSB, a federal savings bank ("the "Bank"), Flushing Financial
Corporation, a Delaware corporation (the "Company") and James F. McConnell ("Consultant"), effective upon
the occurrence of the "Retirement Date" as defined in that certain letter agreement dated April 8, 1998, between
the Bank, the Company and Consultant (the "Letter Agreement").
W I T N E S S E T H:
A. On the Retirement Date, Consultant shall have retired from his position of President and Chief Executive
Officer of the Bank and the Company, but will continue to serve as a director on the Board of Directors of the
Bank and the Company;
B. The Bank and the Company desire to continue to have available the leadership, advice and counsel of
Consultant after his retirement, and Consultant is willing to devote substantial time to the business and affairs of
the Bank and the Company above and beyond that required of directors; and
C. The parties wish to set forth the terms whereby Consultant will receive fees for his consulting services; such
fees to be in addition to, and independent of, any retainer and meeting fees Consultant receives as a director of
the Bank and the Company.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties
hereto agree as follows:
1. Term: The term of this Agreement shall commence on the Retirement Date
and end on the first anniversary of such date, unless the Agreement is extended on terms mutually acceptable to
the Bank, the Company and Consultant or is terminated earlier as provided in Section 6. If Consultant's
employment with the Company or the Bank terminates prior to the Retirement Date or if the Letter Agreement
becomes null and void in accordance with its terms, this Agreement shall become null and void and neither the
Bank, the Company nor Consultant shall have any rights or obligations hereunder.
2. Services. During the term of this Agreement, Consultant shall consult w