AMENDED AND RESTATED DIRECTOR RETIREMENT PLAN

1.1

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

1.2

“ Administrator ” means the Association.

1.3

“Annual Fees” means the sum of fees paid to a Director for attendance at regularly scheduled Board of Directors meetings for the calendar year in which a Director’s Benefit Age occurs.

1.4

“ Annual Retainer ” means the annual retainer paid to a Director.

1.5

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

1.6

“ Beneficiary ” means the person or persons (and their heirs) designated as Beneficiary in the Director’s Joinder Agreement to whom the deceased Director’s benefits are payable.  If no Beneficiary is so designated, then the Director’s Spouse, if living, will be deemed the Beneficiary.  If the Director’s Spouse is not living, then the Children of the Director will be deemed the Beneficiaries and will take on a per stirpes basis.  If there are no living Children, then the Estate will be deemed the Beneficiary.

1.7

“ Benefit Age ” shall mean the later of age 65 or the Director’s age on the date the Director completes five (5) years of Service on the Board, provided, however, that if a

1.8

“ Benefit Eligibility Date ” shall be the date on which a Director is entitled to receive a benefit under the Plan.  A Director’s “Benefit Eligibility Date” shall occur on the 1st day of the calendar month coincident with or next  following (i) the month in which the Director retires following attainment of his Benefit Age; (ii) the month in which a Disability determination is made; (iii) the month in which the Director dies; or (iv) the month in which the Director’s Service is terminated (either voluntarily or involuntarily) following a Change in Control.

1.9

“ Board ” means the Board of Directors of the Association.

1.10

“ Cause ” means personal dishonesty, incompetence, willful misconduct, will 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 the Plan, or gross negligence in matters of material importance to the Association.

1.11

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

(a)

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, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation.

(b)

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 this sub-section (ii) is inapplicable where a majority shareholder of the Association is another corporation.

(c)

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.

(d)

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.

(e)

Each of the sub-paragraphs (a) through (c) above shall be construed to be consistent with the requirements of Final Treasury Regulation Section 1.409A

1.12

“ Children ” means the Director’s children, or the issue of any deceased Children, then living at the time payments are due the Children under this Plan.  The term “Children” shall include both natural and adopted Children.

1.13

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder.

1.14

“ Disability ” means any case in which a Director: (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; (ii) is, 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, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees or non-employee directors of the Association; or (iii) is determined to be disabled by the Social Security Administration.

1.15

“ Disability Benefit ” means the monthly benefit payable to the Director following a determination of the Director’s Disability, provided the Director has completed five (5) years of Service at such time.  The Disability Benefit shall be equal to the Retirement Benefit as set forth in Section 1.19, based on the Director’s Annual Fee at the date of the Director’s cessation of Service due to the Disability.

1.16

“ Estate ” means the estate of the Director.

1.17

“ Payout Period ” means the time frame during which certain benefits payable hereunder shall be distributed.  Payments shall be made in equal monthly installments for a period of sixty (60) consecutive months commencing on the Benefit Eligibility Date.

1.18

“ Plan Year ” shall mean the calendar year.

1.19

“ Retirement Benefit ” means an annual amount payable to the Director who retires from or otherwise terminates service with the Board (other than for Cause).  The Retirement Benefit shall be equal to sixty percent (60%) of the Director’s Annual Fees in the Director’s last year of Service on the Board plus sixty percent (60%) of the Director’s Annual Retainer paid with respect to the Director’s last year of Service on the Board.  Each monthly payment during the Payout Period will equal one-twelfth (1/12) of the Retirement Benefit.

1.20

“ Separation from Service ” or “Separated from Service” shall mean, consistent with Code Section 409A(2)(a)(i), the Director’s death, retirement, or termination of service from the Board following a failure to be reappointed or reelected to the Board.  For these purposes, a Director shall not be deemed to have a Separation from Service until the Director no longer serves on the Board of the Association, the Association’s holding company, or any member of a controlled group of corporations with the Association or holding company within the meaning of Treasury Regulation §1.409A-1(a)(3).

1.21

“ Service ” means all years of service as a Director of the Association and all predecessor (or successor) entities of the Association.  Years of service as a Director need not be continuous.

1.22

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

1.23

“ Survivor’s Benefit ” means an annual amount payable to the Beneficiary in monthly installments throughout the Payout Period, and subject to Subsection 3.2.  The Survivor’s Benefit shall be equal to the Retirement Benefit payable to the Director, based on the Director’s Annual Retainer Fee at the date of death.

3.1

Retirement Benefit .  A Director who remains in the Service of the Board until attainment of his Benefit Age shall be entitled to the Retirement Benefit.  Such Retirement Benefit shall commence on the Benefit Eligibility Date, and shall be payable in monthly installments throughout the Payout Period.  In the event a Director dies after commencement of the Retirement Benefit payments but before completion of all such payments due and owing hereunder, the Association shall pay to the Director’s Beneficiary a continuation of the monthly installments for the remainder of the Payout Period.

3.2

Death During Service on the Board .   If the Director dies while in the Service of the Association, the Director’s Beneficiary shall be entitled to the Survivor’s Benefit, provided the Director has completed five (5) years of Service at the time of death.  The Survivor’s Benefit shall commence on the Benefit Eligibility Date and shall be payable in monthly installments throughout the Payout Period.  The Survivor’s Benefit shall be equal to the full Retirement Benefit, calculated as if the Director had survived and remained in the Service of the Association until reaching his Benefit Age.

3.3

Separation from Service Related to a Change in Control .

(a)

If a Change in Control occurs at the Association, and thereafter the Director Separates from Service with Board (either voluntarily or involuntarily), other than

(b)

If, after a Separation from Service, the Director dies prior to commencement of the Retirement Benefit hereunder, the Director’s Beneficiary shall be entitled to the Survivor’s Benefit which shall commence on the Benefit Eligibility Date.  The Survivor’s Benefit shall be payable in monthly installments over the Payout Period.

(c)

Notwithstanding anything to the contrary herein, the Director shall have the right within thirty (30) days of becoming a Plan participant to elect in his Joinder Agreement to receive the present value of his Retirement Benefit payable upon a Separation from Service within two (2) years following a Change in Control (determined using the applicable federal rate as set forth in Code Section 1274(d)), to be paid in a single cash lump sum distribution on the Director’s Benefit Eligibility Date.  If the Director has not made any election, his