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 X.X. Xxxxxx Trust Company of Delaware, as Trustee, is
hereby amended as follows, effective as of November 18, 1997.
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 changing the name
of the first plan listed from "Flushing Financial Corporation 401(k) Savings
Incentive Plan" to "Flushing Savings Bank, FSB 401(k) Savings Plan in RSI
Retirement Trust."
1
5. Except as expressly provided above, the terms of the Trust Agreement
dated as of June 28, 1994 shall continue in full force and effect.
IN WITNESS WHEREOF, the Company and the Trustee have caused this Amendment
to the Trust Agreement to be signed by their authorized officers effective as of
the date first above written.
FLUSHING FINANCIAL CORPORATION
By: /s/ XXXX X. XXXXXXXXXX
------------------------------------
Title: Senior Vice President
X.X. XXXXXX TRUST COMPANY
OF DELAWARE, as Trustee
By: /s/ XXXXX X. DIAMOND
------------------------------------
Title: Vice President
2
ACKNOWLEDGMENTS
---------------
FLUSHING FINANCIAL CORPORATION
STATE OF NEW YORK )
:ss.:
COUNTY OF QUEENS )
On the 12th day of December, 1997, before me personally came
Xxxx X. Xxxxxxxxxx, to me known, who being by me duly sworn, did
depose and say that she resides at 00-00 000xx Xxxxxx, Xxxxxxx, Xxx Xxxx
00000; that she is the Senior Vice President of Flushing Savings Bank,
the organization described in and which executed the above instrument;
that she knows the seal of said organization; that the seal affixed to
said instrument is such seal; that it was so affixed by order of the
board of directors of said organization, and that she signed his name
thereto to by like order.
SEAL: /s/ XXXX X. XXXXXXX
-------------------------------------
Notary Public of State of New York
My Commission Expires 10/16/2019
X.X. Xxxxxx Trust Company of Delaware
STATE OF DELAWARE )
:ss.:
COUNTY OF NEW CASTLE )
On the 18th day of December, 1997, before me personally came Xxxxx X.
Diamond, to me known, who being by me duly sworn, did depose and say
that he resides at Newark, Delaware; that he is Vice President
of X.X. Xxxxxx Trust Company of Delaware, the organization described in
and which executed the above instrument; that he knows the seal of
said organization; that the seal affixed to said instrument is such
seal; that it was so affixed by order of the board of directors of said
organization, and that [s]he signed his name thereto by like order.
SEAL: /s/ XXXXXXXX X. XXXXXXXXX
-------------------------------------
Notary Public of Delaware
My Commission Expires________________
3
