AMENDMENT TO THE
FLUSHING FINANCIAL CORPORATION
EMPLOYEE BENEFIT TRUST
(Effective as of November 18, 1997)
The TRUST AGREEMENT dated as of June 28, 1994 by and between Flushing Financial Corporation and J.P.
Morgan Trust Company of Delaware, as Trustee, is hereby amended as follows, effective as of November 18,
1. The first sentence of Section 3.2 is hereby amended to read as follows:
Available Shares shall be distributed by the Trustee to the Plans then listed on Exhibit A or to employees pursuant
to the terms of such Plans at the direction of the Board of Directors of the Bank or the Board of Directors of the
Company or any committee of either such Board composed solely of directors who satisfy the requirements of
Rule 16b-3 under the Securities Exchange Act of 1934 (either such Board of Directors or such committee
hereafter referred to as the "Committee") or to an officer of the Company designated by the Committee (a
"Designated Officer"), to the extent indicated in such designation.
2. Section 8.4 is hereby amended by deleting the phrase "Qualified Employees of the Company and/or the Bank"
and replacing it with the phrase "Qualified Employees."
3. Section 9.3 is hereby amended to read as follows:
9.3 QUALIFIED EMPLOYEES. For purposes of this Trust Agreement, a "Qualified Employee" means any full
time employee of the Company, the Bank or a Participating Employer (as defined below) who has completed at
least one year of service within 30 days prior to the date on which the Company or the Trustee solicits
instructions or consents pursuant to Section 4.4 or 8.1, or, for purposes of Section 8.4, who has completed at
least one year of service within 30 days prior to the date of termination of the Trust. A Participating Employer
shall mean any direct or indirect subsidiary of the Company or the Bank which the Board of Directors of the
Company has designated a "Participating Employer" for purposes of this Trust Agreement.
4. Exhibit A to the Trust Agreement is hereby amended by