Exhibit 3.3
CERTIFICATE OF DESIGNATIONS
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
FLUSHING FINANCIAL CORPORATION
FLUSHING FINANCIAL CORPORATION, a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
That pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation of the
Corporation and pursuant to the provisions of Sections 141 and 151 of the General Corporation Law of the
State of Delaware, said Board of Directors, at a meeting duly called and held on September 17, 1996, duly
adopted a resolution providing for the issuance of one series of the Corporation's Preferred Stock, $.01 par
value, to be designated "Series A Junior Participating Preferred Stock," and fixing the designation, powers,
preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions
thereof, which resolution is as follows:
RESOLVED, that pursuant and subject to the provisions of Article Fourth of the Certificate of Incorporation of
the Corporation, as amended, there is hereby established a series of Preferred Stock to which the following
provisions shall be applicable:
Series A Junior Participating Preferred Stock
1. DESIGNATION. The series shall be designated as "Series A Junior Participating Preferred
Stock" (hereinafter "this Series").
2. NUMBER. The number of shares of this Series authorized to be issued is 100,000. Such number may be
increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall
reduce the number of shares of this Series to a number less than that of the shares then outstanding.
3. DIVIDENDS AND DISTRIBUTIONS.
(A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking
prior and superior to this Series with respect to dividends, the holders of shares of this Series shall be entitled to
receive, when, a