AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT FOR JESUS R. ADIA

1.1

“Act” means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.2

“Association” means Flatbush Federal Savings & Loan Association and any successor thereto.

1.3

“Beneficiary” means the person or persons designated by Executive, in writing, as beneficiary to whom the share of a deceased Executive’s account is payable.  If no beneficiary is so designated, then Executive’s Spouse, if living, will be deemed the beneficiary.  If Executive’s Spouse is not living, then the Children of Executive will be deemed the beneficiary.  If there are no living Children, then the Estate of Executive will be deemed the beneficiary.

1.4

“Cause” means personal dishonesty, willful misconduct, willful malfeasance, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses), or final cease-and-desist order, material breach of any provision of this Agreement, or gross negligence in matters of material importance to the Association.

1.5

“Change in Control” of the Association shall mean (i) a change in ownership of the Association as defined under paragraph 1.5.1 below, or (ii) a change in effective control of the Association as defined under paragraph 1.5.2 below, or (iii) a change in the ownership of a substantial portion of the assets of the Association as defined under paragraph 1.5.3 below:

1.5.1

Change in the ownership of the Association.   A change in the ownership of the Association shall occur on the date that any one person, or more than one person acting as a group (as defined in Final Treasury Regulation Section 1.409A-3(i)(5)(v)(B) or subsequent guidance), acquires ownership of stock of the corporation that, together with stock held by such person or group,

1.5.2

Change in the effective control of the Association.   A change in the effective control of the Association shall occur on the date that either (i) any one person, or more than one person acting as a group (as defined in Final Treasury Regulation Section 1.409A-3(i)(5)(vi)(D) or subsequent guidance), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 30 percent or more of the total voting power of the stock of such corporation; or (ii) a majority of members of the corporation’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the corporation’s board of directors prior to the date of the appointment or election, provided that for purposes of this paragraph 1.5.2(ii), the term corporation refers solely to a corporation for which no other corporation is a majority shareholder.

1.5.3

Change in the ownership of a substantial portion of the Association’s assets.   A change in the ownership of a substantial portion of the Association’s assets shall occur on the date that any one person, or more than one person acting as a group (as defined in Final Treasury Regulation Section 1.409A-3(i)(5)(vii)(C) or subsequent guidance), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of (i) all of the assets of the Association or (ii) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets.

1.5.4

Notwithstanding anything herein to the contrary, a Change in Control shall not be deemed to have occurred upon the conversion of Flatbush Federal Bancorp, Inc.’s mutual holding company parent to stock form, or in connection with any reorganization used to effect such a conversion.

1.5.5

Each of the sub-paragraphs 1.5.1 through 1.5.3 of this Section 1.5 shall be construed and interpreted consistent with the requirements of Final Treasury Regulations Section 1.409A-3(i)(5) or subsequent guidance.

1.6

“Children” means Executive’s children, both natural and adopted, then living at the time payments are due the Children under this Agreement.

1.7

“Disability” means any case in which a Participant: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to

1.8

“Code” means the Internal Revenue Code of 1986 as amended from time to time.

1.9

“Early Retirement Benefit” means the benefit payable to Executive upon Separation from Service after attainment of Executive’s sixtieth (60 ^th ) birthday but prior to his Normal Retirement Date.

1.10

“Early Retirement Date” means the first day of the month coincident with or next following Executive’s Separation from Service with the Association after attainment of age sixty (60).

1.11

“Effective Date” shall be March 1, 2006.

1.12

“Estate” means the Estate of Executive.

1.13

“Interest Factor” means six percent (6%) or such other rate as is reasonably determined by the Board of Directors from time to time.

1.14

“Normal Retirement Date” means the first day of the month coincident with or next following Executive’s sixty-fifth (65 ^th ) birthday.

1.15

“Postponed Retirement Date” means the first day of the month coincident with or next following Executive’s Separation from Service with the Association after his Normal Retirement Date.

1.16

“Separation from Service” shall mean, consistent with Code Section 409A(2)(a)(i), the Executive’s retirement or termination of employment.  No Separation from Service shall be deemed to occur due to military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six months or, if longer, so long as the Executive’s right to reemployment is provided by law or contract.  If the leave exceeds six months and the Executive’s right to reemployment is not provided by law or by contract, then the Executive shall have a Separation from Service on the first date immediately following such six-month period.  Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the Association and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the employee would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 49% of the average level of bona fide services performed over the immediately preceding 36 months (or such lesser period of time in which the Executive performed services for the Association).  The determination of whether the Executive has had a Separation from Service shall be made by applying the presumptions set forth in the Treasury Regulations under Code Section 409A.

1.17

“Specified Employee” means any Participant who also satisfies the definition of “key employee” as such term is defined in Code Section 416(i)(5) at any time during the 12-month period ending on a Specified Employee identification date.  In the event a Participant is a Specified Employee, no distribution shall be made to such Participant upon Separation from Service prior to the date which is six (6) months following Separation from Service.

1.18

“Spouse” means the individual to whom Executive is legally married at the time of Executive’s death.

1.19

“Supplemental Retirement Income Benefit” means an annual retirement benefit equal to twenty percent (20%) of Executive’s highest average annual base salary (over the consecutive 36 month period immediately preceding Executive’s termination of employment).

1.20

“Survivor’s Benefit” means the benefit provided under Section 2.1 to Executive’s Beneficiary if Executive dies while in active employment of the Association.

2.1

Death Prior to Separation from Service .  If Executive dies prior to Separation from Service, Executive’s Beneficiary shall be entitled to the Survivor’s Benefit.  Such benefit shall be paid monthly in one hundred eighty (180) equal installments.  The survivor’s benefit shall be equal to the Supplemental Retirement Income Benefit under Section 1.19 determined, in the case of a pre-retirement death, as if Executive retired on his Normal Retirement Date and commenced receiving benefits at such time.  Notwithstanding anything to the contrary herein, the Survivor Benefit payable hereunder shall not be greater than the Supplemental Retirement Income Benefit that would have been payable to Executive at his Normal Retirement Date.

2.2

Death Subsequent to Retirement .  In the event of the death of Executive while receiving monthly benefits under this Agreement, but prior to receiving one hundred eighty (180) equal monthly payments, the unpaid balance of such equal monthly payments shall continue to be paid monthly to Executive’s Beneficiary until the total of one hundred eighty (180) such payments have been made.  In the event Executive dies following his Normal Retirement Date, but before commencement of any payments, the Supplemental Retirement Income Benefit shall be paid to Executive’s Beneficiary in one hundred eighty (180) equal monthly payments commencing within thirty (30) days after the date of  Executive’s death.

3.1

Normal Retirement Benefit .  Upon Executive’s Separation from Service coincident with or following his Normal Retirement Date, the Association shall commence payments of the Supplemental Retirement Income Benefit.  Such payments shall commence the first day of the month next following Executive’s Separation from Service and shall be payable monthly thereafter for as long as Executive shall live, but not less than one hundred eighty (180) months.  In the event Executive is a Specified Employee, such payments will commence the first day of the seventh (7 ^th ) month next following Executive’s Separation from Service, with the amount of the first payment equaling seven (7) monthly installments and with the remainder payable monthly thereafter for as long as Executive shall live, with one hundred seventy-three (173) monthly payments guaranteed.

3.2

Early Retirement Benefit   Upon the Executive’s Separation from Service with or following his Early Retirement Date but before his Normal Retirement Date, the Association shall pay an   Early Retirement Benefit equal to the Supplemental Retirement Income Benefit (“SRIB”) calculated under Section 1.19 and reduced by five percent (5%) for each full twelve month period that the Early Retirement Benefit is received before Executive’s Normal Retirement Date, measured from Executive’s Early Retirement Date and ending the day before his 65 ^th birthday, as set forth below: