FLUSHING SAVINGS BANK, FSB AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.4 Amended and Restated Employment Agreement between Flushing Savings Bank, FSB and John R. Buran

FLUSHING SAVINGS BANK, FSB
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) entered into as of December 5, 2008, by and between Flushing Savings Bank, FSB, a savings bank organized and existing under Federal law and having its executive offices at 1979 Marcus Avenue, Suite E140, Lake Success, New York 11042 (the “Bank”), and John R. Buran, residing at (address) (“Officer”).

WITNESSETH :

                    WHEREAS, the Bank and the Officer are parties to an Employment Agreement dated as of January 22, 2001, as amended and restated effective as of July 1, 2005 (the “Original Employment Agreement”); and

                    WHEREAS, the Board has appointed the Officer to the position of President and Chief Executive Officer of the Bank, effective July 1, 2005; and

                    WHEREAS, the Bank considers the availability of the Officer’s services to be important to the successful management and conduct of the Bank’s business and desires to secure for itself the continued availability of his services; and

                    WHEREAS, for purposes of securing for the Bank the Officer’s continued services, the Board of Directors of the Bank (“Board”) has authorized the proper officers of the Bank to enter into an amended and restated employment agreement with the Officer on the terms and conditions set forth herein; and

                    WHEREAS, the Officer is willing to make his services available to the Bank on the terms and conditions set forth herein:

                    NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Bank and the Officer hereby agree as follows:

          Section 1.           Employment .

                    The Bank hereby agrees to employ the Officer, and the Officer hereby agrees to accept such employment, during the period and upon the terms and conditions set forth in this Agreement.

          Section 2.           Employment Period .

                    (a)            Except as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment

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(“Employment Period”) established under this section 2. The Employment Period under this Amended and Restated Employment Agreement shall be for a term commencing on the date hereof and ending on November 21, 2011, plus such extensions as are provided pursuant to section 2(b) of this Agreement.

                    (b)            On or as of July 1, 2009, and on or as of each July 1 thereafter, the Employment Period shall be extended for one additional year if and only if the Board shall have authorized the extension of the Employment Period prior to July 1 of such year and the Officer shall not have notified the Bank prior to July 1 of such year that the Employment Period shall not be so extended. If the Board shall not have authorized the extension of the Employment Period prior to July 1 of any such year, or if the Officer shall have given notice of nonextension to the Bank prior to July 1 of such year, then the Employment Period shall not be extended pursuant to this section 2(b) at any time thereafter and shall end on the last day of its term as then in effect.

                     (c)           Upon the termination of the Officer’s employment with the Bank, the extensions provided pursuant to section 2(b) shall cease (if such extensions have not previously ceased).

                     (d)           Notwithstanding anything herein to the contrary, the Employment Period shall end and the Officer’s employment with the Bank shall terminate on the date on which the Officer’s employment with Flushing Financial Corporation terminates.

          Section 3.           Title and Duties .

                    On the date on which the Employment Period commences, the Officer shall hold the position of President and Chief Executive Officer of the Bank and shall be a member of the Board with all of the powers and duties incident to such positions under law and under the by-laws of the Bank. During the Employment Period, the Officer shall: (a) devote his full business time and attention (other than during weekends, holidays, vacation periods and periods of illness or approved leaves of absence) to the business and affairs of the Bank and use his best efforts to advance the Bank’s interests, including reasonable periods of service as an officer and/or board member of trade associations, their related entities and charitable organizations; and (b) perform such reasonable additional duties as may be assigned to him by or under the authority of the Board. The Officer shall have such authority as is necessary or appropriate to carry out his duties under this Agreement.

          Section 4.           Compensation .

                    In consideration for services rendered by the Officer under this Agreement:

                    (a)            The Bank shall pay to the Officer a salary at an annual rate equal to the greater of (i) $595,000 or (ii) such higher annual rate as may be prescribed by or under the authority of the Board (the “Current Salary”). The Officer will undergo an annual salary and performance review on or about June 30 of each year commencing in 2009. The Current Salary payable under this section 4 shall be paid in approximately equal installments in accordance with the Bank’s customary payroll practices.

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                     (b)           The Officer shall be eligible to participate in any bonus plan maintained by the Bank for its officers and employees.

          Section 5.           Employee Benefits and Other Compensation .

                     (a)           Except as otherwise provided in this Agreement, the Officer shall, during the Employment Period, be treated as an employee of the Bank and be entitled to participate in and receive benefits under the Bank’s employee benefit plans and programs, as well as such other compensation plans or programs (whether or not employee benefit plans or programs), as the Bank may maintain from time to time, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and with the Bank’s customary practices.

                     (b)           The Bank shall provide the Officer with a suitable automobile for use in the performance of the Officer’s duties hereunder and shall reimburse the Officer for all expenses incurred in connection therewith in accordance with Bank policies (but in no event later than the last day of the calendar year next following the calendar year in which the expenses were incurred).

                     (c)           The Officer shall be entitled, without loss of pay, to vacation time in accordance with the policies periodically established by the Board for senior management officials of the Bank, which shall in no event be less than four weeks in each calendar year. Except as provided in section 7(b), the Officer shall not be entitled to receive any additional compensation from the Bank on account of his failure to take a vacation, nor shall he be entitled to accumulate unused vacation from one calendar year to the next except to the extent authorized by the Board for senior management officials of the Bank.

                     (d)           On May 27 of each of the years 2006 through 2015, the Bank shall credit to a bookkeeping account maintained by the Bank (the “ SERP Account”) a supplemental retirement benefit of $50,000. The supplemental retirement benefit shall be deemed to be invested in one or more of such investment funds as may be specified by the Bank with the consent of the Officer (“Investment Funds”), as directed by the Officer from time to time, and the Officer’s SERP Account shall be credited at least quarterly with the earnings (or losses) on such investments. Upon the Officer’s termination of employment with the Bank by reason of his death, or upon his voluntary resignation without Good Reason, or upon his termination for “Cause” (as defined in section 8(b) of this Agreement), the amount then credited to the Officer’s SERP Account shall be paid by the Bank to the Officer (or in the case of his death, to his designated beneficiaries or, in the absence of any designation, to his estate) in a cash lump sum, and thereafter no additional amounts shall be credited to the Officer’s SERP Account. Upon the Officer’s termination of employment with the Bank by reason of retirement (which shall mean termination of employment at a time when the Officer is eligible to receive an Early, Normal, or Postponed Retirement Benefit under the Bank’s Retirement Plan), Disability (as defined in section 9(a)), voluntary resignation within one year following an event that constitutes Good Reason (as defined in section 7(a)(i)), or discharge without “Cause”, or in the event of the Officer’s termination of employment for any reason following a Change of Control, the Bank shall promptly pay to the Officer a cash lump sum equal to (i) $500,000, without regard to the amount then

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credited to his SERP Account, or (ii) the amount then credited to his SERP Account if such amount is greater than $500,000. Upon such payment, no further amount shall be payable under this section 5(d). Subject to Section 22(a), any amount payable under this Section 5(d) shall be paid promptly, but in any case within ninety days, following the Officer’s termination of employment.

                     (e)           Subject to the limitations imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Bank shall fund in a “rabbi trust” on an ongoing and current basis (i) the supplemental retirement benefit provided under section 5(d) hereof, and (ii) the amount credited to the Officer’s account under the Bank’s Supplemental Savings Incentive Plan. The Trustee of such “rabbi trust” shall be an independent bank or trust company.

                     (f)           If any amounts deferred pursuant to this Agreement are found in a “determination” (within the meaning of Code Section 1313(a)) to have been includible in gross income by the Officer prior to payment of such amounts under this Agreement due to a failure to comply with the requirements of Code Section 409A, such amounts shall be immediately paid to the Officer, notwithstanding any other provision of this Agreement providing for deferral.

          Section 6.           Working Facilities and Expenses .

                    The Officer’s principal place of employment shall be at the executive offices of the Bank in Queens County or Nassau County, New York or at such other location upon which the Bank and the Officer may mutually agree. The Bank shall provide the Officer, at his principal place of employment, with a private office, stenographic services and other support services and facilities consistent with his position with the Bank and necessary or appropriate in connection with the performance of his duties under this Agreement. The Bank shall reimburse the Officer for his ordinary and necessary business expenses, including, without limitation, travel and entertainment expenses, incurred in connection with the performance of his duties under this Agreement, upon presentation to the Bank of an itemized account of such expenses in such form as the Bank may reasonably require. Such reimbursements shall be made in accordance with Bank policies (but in no event later than the last day of the calendar year next following the calendar year in which the expenses were incurred).

          Section 7.           Termination with Bank Liability .

                     (a)           In the event that the Officer’s employment with the Bank shall terminate during the Employment Period on account of:

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