1996 STOCK OPTION INCENTIVE PLAN OF
FLUSHING FINANCIAL CORPORATION
(as amended through March 19, 2002)
1.1 Purposes of the Plan
The 1996 Stock Option 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 the employees of the
Company and its subsidiaries and Outside Directors (as defined in Section 1.3(a)) with additional incentives
through the grant of options ("Options") to purchase shares of Common Stock of the Company ("Common
Stock"), 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 and which shall satisfy the
requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") or any
successor provision. 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 ap