FLUSHING FINANCIAL CORP
EXHIBIT 10.2(A)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 10.2(A)
<TEXT>


EXHIBIT 10.2(a)
Amended and Restated Employment Agreement between Flushing Savings Bank, FSB
and Certain Officers.


                           FLUSHING SAVINGS BANK, FSB
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


                  This AMENDED AND RESTATED EMPLOYMENT  AGREEMENT  ("Agreement")
is made  and  entered  into as of the 18th day of  July,  2000,  by and  between
Flushing  Savings Bank, FSB, a savings bank organized and existing under Federal
law and having its executive offices at 144-51 Northern Boulevard, Flushing, New
York   11354   (the   "Bank"),   and   _______________________,    residing   at
________________________ ("Officer").


                              W I T N E S S E T H:
                              - - - - - - - - - -

                  WHEREAS, the Bank and the Officer are parties to an Employment
Agreement  dated as of July 20, 1999; 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  ("Employment  Period") established under
this section 2. The Employment Period under this Amended and Restated Employment
Agreement shall be for a term commencing on July 18, 2000 and ending on November
21, 2002, plus such extensions as are provided  pursuant to section 2(b) of this
Agreement.

                  (b) On or as of July  1,  2001,  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).

                  Section 3.        Title and Duties.
                                    ----------------

                  On the date on which  the  Employment  Period  commences,  the
Officer shall hold the position of Senior Vice President 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)  $________  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 2001.  The Current Salary payable under this
section 4 shall be paid in approximately  equal  installments in accordance with
the Bank's customary payroll practices.

                  (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.

                  (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 three 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.

                  Section 6.        Working Facilities and Expenses.
                                    -------------------------------

                  The Officer's  principal  place of employment  shall be at the
offices of the Bank in Queens  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.

                  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:

                           (i)  the   Officer's   voluntary   resignation   from
                  employment  with the Bank within one year  following  an event
                  that constitutes "Good Reason," which is defined as:

                                    (A) the  failure  of the Bank to elect or to
                           reelect  the  Officer  to  serve as its  Senior  Vice
                           President  or  such  other  position  as  the Officer
                           consents to hold;

                                    (B)  the  failure  of  the  Bank  to  cure a
                           material  adverse  change  made  by the  Bank  in the
                           Officer's  functions,  duties, or responsibilities in
                           his   position   with  the  Bank  within  sixty  days
                           following written notice thereof from the Officer;

                                    (C) the failure of the Bank to maintain  the
                           Officer's   principal  place  of  employment  at  its
                           offices in Queens  County,  New York or at such other
                           location  upon  which  the Bank and the  Officer  may
                           mutually agree;

                                    (D) the  failure  of the Board to extend the
                           Employment   Period  within  the  times  provided  in
                           section 2(b);  provided,  however,  that such failure
                           shall not constitute Good Reason until the earlier of
                           30 days after any determination by the Board that the
                           Employment  Period shall not be so extended or August
                           1 of such year;

                                    (E)  the  failure  of  the  Bank  to  cure a
                           material  breach of this Agreement by the Bank within
                           sixty days following  written notice thereof from the
                           Officer; or

                                    (F) after a Change of Control (as defined in
                           Section 10), the failure of any successor  company to
                           the Bank to assume this Agreement.

                           (ii) the discharge of the Officer by the Bank for any
                  reason  other than (A) for "Cause" as defined in section  8(b)
                  or (B) the  Officer's  death or  "Disability"  as  defined  in
                  section 9(a); or

                           (iii)  the  Officer's   voluntary   resignation  from
                  employment  with the Bank for any reason  within the sixty-day
                  period  commencing six months following a Change of Control as
                  defined in section 10;

then the Bank shall  provide the benefits  and pay to the Officer as  liquidated
damages the amounts provided for under section 7(b).

                  (b) Upon the termination of the Officer's  employment with the
Bank  under  circumstances  described  in section  7(a),  the Bank shall pay and
provide to the Officer:

                           (i)  his earned but unpaid  Current  Salary as of the
                  date of termination, plus an amount representing any accrued
                  but unpaid vacation time and floating holidays;

                           (ii)  if  the  Officer's  termination  of  employment
                  occurs  after a Change of Control,  a pro rata  portion of his
                  bonus for the year of  termination,  determined by multiplying
                  the  amount  of the  bonus  earned  by  the  Officer  for  the
                  preceding  calendar  year  by the  number  of full  months  of
                  employment during the year of termination, and dividing by 12.
                  If the Officer's  termination of employment  occurs prior to a
                  Change of Control, the Compensation Committee of the Bank may,
                  in its sole discretion, award the Officer a bonus for the year
                  of  termination,  in an amount  determined  by such  Committee
                  either at the time of termination of employment or at the time
                  bonuses to active employees are awarded,  which the Bank shall
                  pay to the Officer promptly after it has been awarded;

                           (iii) the  benefits,  if any, to which he is entitled
                  as a former employee under the Bank's  employee  benefit plans
                  and programs and compensation plans and programs;

                           (iv) continued health and welfare benefits (including
                  group  life,  disability,  medical  and dental  benefits),  in
                  addition to that provided  pursuant to section  7(b)(iii),  to
                  the extent necessary to provide coverage for the Officer for a
                  period of 24 months ("Severance Period").  Such benefits shall
                  be provided  through the purchase of  insurance,  and shall be
                  equivalent  to the  health  and  welfare  benefits  (including
                  cost-sharing  percentages) provided to active employees of the
                  Bank (or any successor thereof) as from time to time in effect
                  during the Severance Period. Where the amount of such benefits
                  is based on salary,  they  shall be  provided  to the  Officer
                  based on the highest annual rate of Current Salary achieved by
                  the Officer during the Employment  Period.  If the Officer had
                  dependent coverage in effect at the time of his termination of
                  employment,  he shall have the right to elect to continue such
                  dependent  coverage for the Severance Period.  The benefits to
                  be  provided  under this  paragraph  (iv)  shall  cease to the
                  extent that substantially  equivalent benefits are provided to
                  the Officer (and/or his  dependents) by a subsequent  employer
                  of the Officer;

                           (v) if the  Officer  is age 55 or older at the end of
                  the Severance  Period,  he shall be entitled to elect coverage
                  for  himself  and his  dependents  under  the  Bank's  retiree
                  medical and retiree life insurance programs. Such coverage, if
                  elected,  shall  commence upon the expiration of the Severance
                  Period,  without  regard to whether the Officer  commences his
                  pension  benefit at such time, and shall continue for the life
                  of each of the  Officer  and his spouse and for so long as any
                  of his other covered dependents remain eligible.  The coverage
                  and cost-sharing  percentage of the Officer and his dependents
                  under  such  programs  shall  be those in  effect  under  such
                  programs  on  the  date  of  the  Officer's   termination   of
                  employment with the Bank, and shall not be adversely  modified
                  without the Officer's written consent; and

                           (vi) within thirty days following his  termination of
                  employment with the Bank, a cash lump sum payment in an amount
                  equal to the Current  Salary and bonus that the Officer  would
                  have earned pursuant to sections 4(a) and 4(b),  respectively,
                  if he had  continued  working  for the Bank for the  Severance
                  Period (basing such bonus on the highest  bonus,  if any, paid
                  to the  Officer  by the Bank  under  section  4(b)  within the
                  three-year period prior to the date of termination), provided,
                  however,  that the lump sum  payable  pursuant  to this clause
                  (vi) of this  section  7(b) shall not exceed  three  times the
                  Officer's average annual compensation based on the most recent
                  five taxable years (or such lesser number of taxable years the
                  Officer was employed by the Bank).

The lump sum payable  pursuant to clause (vi) of this section 7(b) is to be paid
in lieu of all other  payments of Current  Salary and bonus  provided  for under
this Agreement  relating to the period  following any such termination and shall
be payable without proof of damages and without regard to the Officer's efforts,
if any, to mitigate damages.  The Bank and the Officer hereby stipulate that the
damages which may be incurred by the Officer  following any such  termination of
employment  are not capable of accurate  measurement  as of the date first above
written and that the payments and benefits  provided under this section 7(b) are
reasonable under the  circumstances  as a combination of liquidated  damages and
severance benefits.

                  Section 8.        Termination for Cause or Voluntary
                                    Resignation Without Good Reason.
                                    -------------------------------

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

                           (i)  the discharge of the Officer by the Bank for
                  Cause; or

                           (ii) the Officer's  voluntary  resignation from
                  employment with the Bank for reasons other than those
                  constituting a Good Reason;

then the Bank shall have no further obligations under this Agreement, other than
(A) the payment to the Officer of his earned but unpaid Current Salary as of the
date of the termination of his  employment;  and (B) the provision of such other
benefits,  if any, to which he is entitled as a former employee under the Bank's
employee benefit plans and programs and compensation plans and programs.

                  (b) For purposes of this Agreement, the term "Cause" means the
Officer's  personal  dishonesty,  incompetence,  willful  misconduct,  breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule, or regulation  (other than traffic
violations or similar  offenses) or final  cease-and-desist  order,  or material
breach of any provision of this Agreement.

                  Section 9.        Disability or Death.
                                    -------------------

                  (a) The Officer's  employment  with the Bank may be terminated
for  "Disability" if the Officer shall become disabled or  incapacitated  during
the  Employment  Period to the extent  that he has been  unable to  perform  the
essential  functions of his employment for 270 consecutive days,  subject to the
Officer's  right to  receive  from the Bank  following  his  termination  due to
Disability  the following  percentages  of his Current Salary under section 4 of
this Agreement:  100% for the first six months,  75% for the next six months and
60% thereafter  for the remaining  term of the  Employment  Period (less in each
case any benefits  which may be payable to the Officer  under the  provisions of
disability insurance coverage in effect for Bank employees).

                  (b) In the event that the Officer's  employment  with the Bank
shall terminate during the Employment Period on account of death, the Bank shall
promptly pay the Officer's designated beneficiaries or, failing any designation,
his  estate a cash lump sum  payment  equal to his  earned  but  unpaid  Current
Salary.

                  (c) In the event of the Officer's termination of employment on
account of death or Disability  prior to a Change of Control,  the  Compensation
Committee of the Bank may, in its sole discretion, award the Officer a bonus for
the year of termination, in an amount determined by such Committee either at the
time of termination of employment or at the time bonuses to active employees are
awarded,  in which case the Bank shall pay such bonus to the  Officer or, in the
event of death,  his  designated  beneficiaries  or estate,  as the case may be,
promptly  after it is  awarded.  In the event of the  Officer's  termination  of
employment on account of death or Disability after a Change of Control, the Bank
shall  promptly  pay the  Officer  or,  in the event of  death,  his  designated
beneficiaries or estate, as the case may be, a pro rata portion of his bonus for
the year of  termination,  determined  by  multiplying  the  amount of the bonus
earned by the  Officer  for the  preceding  calendar  year by the number of full
months of employment during the year of termination, and dividing by 12.

                  Section 10.       Change of Control.
                                    -----------------

                  For purposes of this  Agreement,  the term "Change of Control"
means:

                  (a) the acquisition of all or substantially all of the  assets
of the Bank or Flushing Financial Corporation ("Holding  Company") by any person
or entity, or by any persons or entities acting in concert;

                  (b) the occurrence of any event if, immediately following such
event,  a majority of the members of the Board of  Directors  of the Bank or the
Holding Company or of any successor  corporation  shall consist of persons other
than Current  Members (for these  purposes,  a "Current  Member"  shall mean any
member of the Board of Directors  of the Bank or the Holding  Company as of July
18, 2000 and any successor of a Current Member whose  nomination or election has
been  approved  by a  majority  of the  Current  Members  then on the  Board  of
Directors);

                  (c) the  acquisition  of  beneficial  ownership,  directly  or
indirectly  (as  provided in Rule 13d-3 of the  Securities  Exchange Act of 1934
(the "Act"), or any successor rule), of 25% or more of the total combined voting
power of all classes of stock of the Bank or the  Holding  Company by any person
or group deemed a person under Section 13(d)(3) of the Act; or

                  (d)  approval by the  stockholders  of the Bank or the Holding
Company of an agreement providing for the merger or consolidation of the Bank or
the Holding Company with another  corporation where the stockholders of the Bank
or the Holding Company, immediately prior to the merger or consolidation,  would
not beneficially  own,  directly or indirectly,  immediately after the merger or
consolidation,  shares  entitling such  stockholders to 50% or more of the total
combined voting power of all classes of stock of the surviving corporation.

                  Section 11.       No Effect on Employee Benefit
                                    Plans or Compensation Programs.
                                    ------------------------------

                  Except  as   expressly   provided  in  this   Agreement,   the
termination  of the Officer's  employment  during the term of this  Agreement or
thereafter,  whether by the Bank or by the Officer,  shall have no effect on the
rights and obligations of the parties hereto under the Bank's  employee  benefit
plans or programs or  compensation  plans or programs  (whether or not  employee
benefit plans or programs) that the Bank may maintain from time to time.

                  Section 12.       Successors and Assigns.
                                    ----------------------

                  This  Agreement  will  inure to the  benefit of and be binding
upon  the   Officer,   his  legal   representatives   and  estate  or  intestate
distributees,  and the  Bank  and its  successors  and  assigns,  including  any
successor by merger or consolidation or a statutory receiver or any other person
or firm or  corporation  to which all or  substantially  all of the  assets  and
business of the Bank may be sold or otherwise transferred.

                  Section 13.       Notices.
                                    -------

                  Any  communication to a party required or permitted under this
Agreement, including any notice, direction,  designation,  consent, instruction,
objection or waiver,  shall be in writing and shall be deemed to have been given
at such time as it is  delivered  personally,  or five  days  after  mailing  if
mailed,  postage  prepaid,  by  registered  or certified  mail,  return  receipt
requested,  addressed to such party at the address listed below or at such other
address  as one such  party may by  written  notice  specify to the to the other
party:

                  If to the Officer:

                           Officer's Name
                           Officer's Address

                  If to the Bank:

                           Flushing Savings Bank, FSB
                           144-51 Northern Boulevard
                           Flushing, New York  11354
                           Attention:  Secretary of the Bank

                  Section 14.       Severability.
                                    ------------

                  A  determination  that  any  provision  of this  Agreement  is
invalid or unenforceable  shall not affect the validity or enforceability of any
other provision hereof.

                  Section 15.       Waiver.
                                    ------

                  Failure  to  insist  upon  strict  compliance  with any of the
terms, covenants or conditions hereof shall not be deemed a waiver of such term,
covenant, or condition. A waiver of any provision of this Agreement must be made
in writing,  designated  as a waiver,  and signed by the party  against whom its
enforcement  is  sought.  Any  waiver  or  relinquishment  of any right or power
hereunder   at  any  one  or  more  times  shall  not  be  deemed  a  waiver  or
relinquishment of such right or power at any other time or times.

                  Section 16.       Counterparts.
                                    ------------

                  This  Agreement  may be executed in two or more  counterparts,
each of which shall be deemed an original, and all of which shall constitute one
and the same Agreement.

                  Section 17.       Governing Law.
                                    -------------

                  This Agreement shall be governed by and construed and enforced
in accordance with (i) the laws of the State of New York,  without  reference to
conflicts  of law  principles,  and (ii)  Federal  law,  to the extent  such law
preempts New York law.

                  Section 18.       Headings.
                                    --------

                  The headings of sections in this Agreement are for convenience
of  reference  only and are not  intended to qualify the meaning of any section.
Any  reference to a section  number shall refer to a section of this  Agreement,
unless otherwise stated.

                  Section 19.       Entire Agreement; Modifications.
                                    -------------------------------

                  This instrument  contains the entire  agreement of the parties
relating to the subject matter hereof and supersedes in its entirety any and all
prior  agreements,  understandings  or  representations  relating to the subject
matter hereof.  No modifications of this Agreement shall be valid unless made in
writing and signed by the parties hereto.

                  Section 20.       Funding.
                                    -------

                  The Bank may elect in its sole  discretion to fund all or part
of its obligations to the Officer under this Agreement;  provided, however, that
should  it  elect  to do so,  all  assets  acquired  by the  Bank  to  fund  its
obligations shall be part of the general assets of the Bank and shall be subject
to all claims of the Bank's creditors.

                  Section 21.       Regulatory Action.
                                    -----------------

                  (a)  Notwithstanding  any other provision of this Agreement to
the  contrary,  this Section 21 shall apply at all times  during the  Employment
Period.

                  (b) If the Officer is suspended and/or temporarily  prohibited
from  participating in the conduct of the affairs of the Bank by a notice served
under 12 U.S.C.  1818(e)(3)  and (g)(1),  the Bank's  obligations to the Officer
under this  Agreement  shall be suspended as of the date of such service  unless
such service is stayed by appropriate proceedings. If the charges in such notice
are  dismissed,  the Bank  shall  (i) pay the  Officer  all of the  compensation
withheld  while the Bank's  obligations  under this Agreement were so suspended,
and (ii)  reinstate in whole any of its  obligations  to the Officer  which were
suspended.

                  (c) If the Officer is removed  and/or  permanently  prohibited
from participating in the conduct of the Bank's affairs by an order issued under
12 U.S.C. 1818(e)(4) or (g)(1), all obligations of the Bank to the Officer under
this Agreement shall terminate as of the effective date of the order, other than
vested rights of the parties accrued as of such effective date,  which shall not
be affected.

                  (d) If the Bank is in default (as  defined in section  3(x)(1)
of the Federal  Deposit  Insurance  Act), all obligations of the Bank under this
Agreement shall terminate as of the date of such default, but this Section 21(d)
shall not  affect any vested  rights of the  Officer  accrued as of such date of
default.

                  (e) All  obligations of the Bank under this Agreement shall be
terminated,  except to the  extent it is  determined  that  continuation  of the
Agreement  is  necessary  to the  continued  operation  of the Bank,  (i) by the
Regional  Director of the Office of Thrift  Supervision  or his or her  designee
("Director") at the time the Federal Deposit Insurance Corporation or Resolution
Trust Corporation enters into an agreement to provide assistance to or on behalf
of the Bank  under the  authority  contained  in  Section  13(c) of the  Federal
Deposit Insurance Act; or (ii) by the Director at the time the Director approves
a  supervisory  merger to resolve  problems  related to operation of the Bank or
when the Bank is  determined  by the  Director  to be in an  unsafe  or  unsound
condition;  provided,  however,  that this  Section  21(e)  shall not affect any
vested rights of the Officer accrued as of such date of termination.

                  (f) Any payments made to the Officer pursuant to this
Agreement or otherwise are subject to and conditioned upon their compliance with
12 U.S.C.ss.1828(k) and any regulations promulgated thereunder.

                  IN WITNESS WHEREOF, the parties have signed this Agreement as
of the day and year first above written.

                                 FLUSHING SAVINGS BANK, FSB



                                 By: ___________________________________________
                                     Michael J. Hegarty
                                     President & C.E.O.



                                 Officer: ______________________________________

</TEXT>
</DOCUMENT>
