FLUSHING FINANCIAL CORPORATION

144-51 Northern Boulevard
Flushing, New York 11354-4240
(718) 961-5400

April 5, 2001

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of
Flushing Financial Corporation. The annual meeting will be held at the
LaGuardia Marriott located at 102-05 Ditmars Boulevard, East Elmhurst, New York
11369, on May 22, 2001 at 2:00 p.m., New York time. The matters to be
considered by stockholders at the annual meeting are described in the
accompanying materials.

It is very important that you be represented at the annual meeting regardless
of the number of shares you own. Whether or not you plan to attend the meeting
in person, we urge you to vote as soon as possible. You may vote, as in the
past, by marking, signing and dating your proxy card and returning it in the
envelope provided. Alternatively, this year you may vote over the Internet or
by telephone. Voting over the Internet, by telephone or by written proxy will
not prevent you from voting in person, but will ensure that your vote is
counted if you are unable to attend. Please review the instructions on the
proxy card regarding each of these voting options.

Your continued support of and interest in Flushing Financial Corporation are
sincerely appreciated.

Sincerely,

/s/ Gerard P. Tully, Sr. /s/ Michael J. Hegarty

Gerard P. Tully, Sr. Michael J. Hegarty
Chairman of the Board President and Chief Executive
Officer

FLUSHING FINANCIAL CORPORATION

144-51 Northern Boulevard
Flushing, New York 11354-4240
(718) 961-5400

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

----------------

DATE & TIME: May 22, 2001 at 2:00 p.m. New York time

PLACE: LaGuardia Marriott
102-05 Ditmars Boulevard
East Elmhurst, New York 11369

ITEMS OF BUSINESS: (1) To elect three directors for a three-year term and
until their successors are elected and qualified;

(2) To approve certain amendments to the Company's 1996
Restricted Stock Incentive Plan;

(3) To approve certain amendments to the Company's 1996
Stock Option Incentive Plan;

(4) To ratify the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as the Company's
independent auditors for the fiscal year ending
December 31, 2001; and

(5) To transact such other business as may properly come
before the meeting or any adjournment thereof.

RECORD DATE: You are entitled to vote at the annual meeting or any
adjournment of that meeting only if you were a stockholder
at the close of business on Friday, March 30, 2001.

VOTING BY PROXY: Please submit a proxy as soon as possible so that your
shares can be voted at the meeting in accordance with your
instructions. You may submit your proxy (1) over the
Internet, (2) by telephone, or (3) by mail. For specific
instructions, please refer to the information in the proxy
statement and the instructions on the proxy card.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ Anna M. Piacentini

Anna M. Piacentini
Corporate Secretary

Flushing, New York
April 5, 2001

FLUSHING FINANCIAL CORPORATION

144-51 Northern Boulevard
Flushing, New York 11354-4240
(718) 961-5400

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PROXY STATEMENT
Annual Meeting of Stockholders
To be held on May 22, 2001

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INTRODUCTION

This proxy statement is furnished to holders of common stock, $.01 par value
per share, of Flushing Financial Corporation (the "Company"), which is the sole
stockholder of Flushing Savings Bank, FSB (the "Bank"). Proxies are being
solicited on behalf of the Board of Directors of the Company (the "Board of
Directors") to be used at the annual meeting of stockholders to be held at the
LaGuardia Marriott located at 102-05 Ditmars Boulevard, East Elmhurst, New
York, 11369 at 2:00 p.m., New York time, on May 22, 2001 and at any adjournment
thereof. Only holders of record of the Company's issued and outstanding common
stock as of the close of business on the record date, March 30, 2001, are
entitled to notice of and to vote at the annual meeting and any adjournments
thereof. This proxy statement, the accompanying notice of annual meeting of
stockholders, the form of proxy, and the Company's 2000 Annual Report to
Stockholders, including the consolidated financial statements for the year
ended December 31, 2000, are first being mailed on or about April 5, 2001 to
all persons entitled to vote at the annual meeting.

VOTING AND PROXIES

Voting Rights and Quorum Requirement

Stockholders of record as of the close of business on March 30, 2001, the
record date, are entitled to one vote for each share of common stock then held.
On the record date, there were 9,195,990 shares of common stock outstanding and
entitled to be voted and the Company had no other class of equity securities
outstanding. Holders of a majority of the outstanding shares of common stock
must be present at the annual meeting, either in person or represented by
proxy, to constitute a quorum for the conduct of business. In order to ensure a
quorum, you are requested to vote by proxy even if you plan to attend the
annual meeting in person. You can vote by completing the enclosed proxy card
and returning it signed and dated in the enclosed postage-paid envelope. You
can also vote over the Internet or by telephone, as described below.

Voting Electronically over the Internet or by Telephone

If your shares are registered in your name with our transfer agent, you may
vote either over the Internet or by telephone. Specific instructions for voting
over the Internet or by telephone are set forth on the enclosed proxy card.
These procedures are designed to authenticate each stockholder's identity and
to allow stockholders to vote their shares and confirm that their instructions
have been properly recorded.

If your shares are registered in the name of a bank or brokerage firm, you
may also be able to vote your shares electronically over the Internet or by
telephone. A large number of banks and brokerage firms are participating in
online programs that allow eligible stockholders to vote over the Internet or
by telephone. If your bank or brokerage firm is participating in such a
program, your voting form will provide instructions. If your voting form does
not contain Internet or telephone voting information, please complete and
return the paper proxy card in the self-addressed, postage paid envelope
provided.

Effect of Proxy

The proxy solicited by this proxy statement, if properly signed and received
by the Company in time for the annual meeting, or properly transmitted by
telephone or the Internet, and not revoked prior to its use, will be voted in
accordance with the instructions it contains. If no instructions are given, the
proxy will be voted FOR election of the nominees for director described herein,
FOR the approval of the amendments to the 1996 Restricted Stock Incentive Plan,
FOR the approval of the amendments to the 1996 Stock Option Incentive Plan and
FOR ratification of the selection of PricewaterhouseCoopers LLP as independent
auditors for fiscal year 2001. With respect to the transaction of such other
business as may properly come before the meeting, each proxy received will be
voted in accordance with the best judgment of the persons appointed as proxies.
At this time, the Board of Directors knows of no such other business.

Revoking a Proxy

If you give a proxy, you may revoke it at any time before it is voted by (1)
filing written notice of revocation with the Corporate Secretary of the Company
(Anna M. Piacentini, Corporate Secretary, Flushing Financial Corporation, 144-
51 Northern Boulevard, Flushing, New York 11354-4240); (2) submitting a duly
executed proxy bearing a later date; or (3) appearing at the annual meeting and
giving the Corporate Secretary notice of your intention to vote in person.

Votes Required for Approval

Directors are elected by a plurality of the votes cast with a quorum present.
Abstentions are considered present for purposes of determining the presence of
a quorum and will not affect the plurality vote required for the election of
directors. The affirmative vote of a majority of the total votes present in
person or by proxy is required for approval of the amendments to the Company's
restricted stock and stock option plans and to ratify the appointment of the
independent auditors. Abstentions will have the effect of a vote against these
proposals. Under rules of the New York Stock Exchange, to which its member
firms are subject, these proposals are considered "discretionary" items upon
which brokerage firms holding shares of common stock in "street name" may vote
in their discretion on behalf of their clients if such clients have not
furnished voting instructions.

Cost of Solicitation of Proxies

The cost of solicitation of proxies will be borne by the Company. In addition
to the solicitation of proxies by mail, Morrow & Co., Inc., a proxy soliciting
firm, will assist the Company in soliciting proxies for the annual meeting and
will be paid a fee of $4,000, plus reimbursement for out-of-pocket expenses.
Proxies also may be solicited personally or by telephone or telecopy by
directors, officers and employees of the Company or the Bank, without
additional compensation therefor. The Company will also request persons, firms
and corporations holding shares in their names, or in the name of their
nominees, which are beneficially owned by others, to send proxy materials to
and obtain proxies from such beneficial owners, and will reimburse such holders
for reasonable expenses incurred in connection therewith.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Stock Ownership of Certain Beneficial Owners

To the knowledge of the Company, the following persons were the beneficial
owners of more than five percent of the outstanding shares of common stock, as
of December 31, 2000.

Number of Shares
Name and Address of Beneficial Owner Beneficially Owned Percent of Class(/1/)
- ------------------------------------ ------------------ ---------------------

J.P. Morgan Chase & Co.(/2/)........ 912,878 9.85%
270 Park Avenue
New York, New York 10017
Dimensional Fund Advisors Inc.(/3/)
................................... 646,900 6.98%
1299 Ocean Avenue
11th Floor
Santa Monica, California 90401
Pinnacle Associates, Ltd.(/4/)...... 474,299 5.12%
666 Fifth Avenue
14th Floor
New York, New York 10103
Thomson Horstmann & Bryant,
Inc.(/5/).......................... 944,850 10.19%
Park 80 West
Plaza Two
Saddle Brook, New Jersey 07663

- --------
(1) On December 31, 2000, the total number of shares of common stock
outstanding was 9,271,921.
(2) According to its filing with the SEC on Schedule 13G/A, J.P. Morgan Chase
& Co. has shared voting and dispositive power with respect to 852,778
shares of common stock, sole voting power with respect to 60,100 shares of
common stock, and sole dispositive power with respect to 54,700 shares of
common stock. J.P. Morgan Chase & Co., through an affiliate, serves as
trustee for the Flushing Financial Corporation Employee Benefit Trust. As
of December 31, 2000, there were 852,778 shares of common stock held in
the Flushing Financial Corporation Employee Benefit Trust.
(3) According to its filing with the SEC on Schedule 13G, Dimensional Fund
Advisors Inc. is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940 and has sole voting and dispositive power
with respect to these shares of common stock.
(4) According to its filing with the SEC on Schedule 13G, Pinnacle Associates,
Ltd. is an investment adviser and has sole voting power with respect to
these shares.
(5) According to its filing with the SEC on Schedule 13G, Thomson Horstmann &
Bryant, Inc. is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940 and has sole voting power with respect to
512,500 shares of common stock, shared voting power with respect to 18,450
shares of common stock, and sole dispositive power with respect to 944,850
shares of common stock.

Stock Ownership of Management

The following table sets forth information regarding the beneficial ownership
of the common stock as of February 28, 2001, by each director of the Company,
by each executive officer named in the Summary Compensation Table on page 14,
and by all directors and executive officers as a group.

Position(s) with the Shares of Common Stock
Name Company Beneficially Owned(/1/)(/2/)
---- -------------------- ----------------------------

Gerard P. Tully, Sr............................ Chairman of the Board 109,100(/3/)
Michael J. Hegarty............................. President, Chief 157,709(/4/)
Executive Officer
And Director
James D. Bennett............................... Director 7,750(/5/)
John M. Gleason................................ Director 55,122(/6/)
Louis C. Grassi................................ Director 9,625(/7/)
Robert A. Marani............................... Director 93,100(/8/)
John O. Mead................................... Director 69,350(/9/)
Vincent F. Nicolosi............................ Director 46,990(/10/)
Franklin F. Regan, Jr.......................... Director 49,927(/11/)
John E. Roe, Sr................................ Director 81,000(/12/)
Michael J. Russo............................... Director 110,375(/13/)
Monica C. Passick.............................. Senior Vice President, 89,170(/14/)
Treasurer
and Chief Financial
Officer
Henry A. Braun................................. Senior Vice President 70,144(/15/)
Robert L. Callicutt............................ Senior Vice President 55,429(/16/)
Francis W. Korzekwinski........................ Senior Vice President 66,165(/17/)
All directors and executive officers as a group 1,154,506(/18/)
(17 persons)..................................

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(1) Under the rules of the SEC, beneficial ownership includes any shares over
which an individual has sole or shared power to vote or to dispose, as
well as any shares that the individual has the right to acquire within 60
days. Unless otherwise indicated, each person has sole voting and
dispositive power as to the shares reported. Officers have the power to
direct the voting and, subject to plan provisions, the disposition of
shares held for their account in the Bank's 401(k) Savings Plan and the
Company's Stock-Based Profit Sharing Plan, and have voting power over, but
no economic interest in, the shares representing their proportionate
voting interest in the Company's Employee Benefit Trust. Officers and
directors have the power to vote, but not the power to dispose of,
unvested shares of restricted stock granted to them under the Company's
1996 Restricted Stock Incentive Plan. The table also includes shares which
the named individual had a right to acquire upon the exercise of stock
options granted under the Company's 1996 Stock Option Incentive Plan which
were exercisable on February 28, 2001. No additional stock options are
scheduled to become exercisable within 60 days after February 28, 2001.
(2) On February 28, 2001, the total number of shares of common stock
outstanding was 9,277,190 (including shares held by the Employee Benefit
Trust). As of February 28, 2001, other than Messrs. Tully, Hegarty, Marani
and Russo, who beneficially owned 1.18%, 1.70%, 1.00% and 1.19% of the
outstanding shares of common stock, respectively, each individual
beneficially owned less than 1% of the outstanding shares of common stock,
and all directors and executive officers as a group beneficially owned
12.45% of the outstanding shares of common stock.
(3) Includes 23,500 shares held by Mrs. Tully or an entity owned by Mrs. Tully
with respect to which Mr. Tully disclaims beneficial ownership, 4,000
shares held by Tulger Con Corp. with respect to which Mr. Tully has sole
voting and dispositive power, 2,820 unvested shares of restricted stock,
and 34,500 shares underlying exercisable stock options.
(4) Includes 15,086 shares credited to Mr. Hegarty's account in the 401(k)
Plan, 4,137 shares credited to his account in the Profit Sharing Plan,
30,100 unvested shares of restricted stock, 72,800 shares underlying
exercisable stock options, and 6,086 shares representing his proportionate
voting interest in the Employee Benefit Trust.
(5) Includes 2,250 unvested shares of restricted stock and 3,000 shares
underlying exercisable stock options.
(6) Includes 17,802 shares held by Mrs. Gleason with respect to which Mr.
Gleason disclaims beneficial ownership, 2,820 unvested shares of
restricted stock, and 34,500 shares underlying exercisable stock options.

(7) Includes 2,250 unvested shares of restricted stock and 3,000 shares
underlying exercisable stock options.
(8) Includes 11,500 shares held by Mrs. Marani with respect to which Mr.
Marani disclaims beneficial ownership, 2,820 unvested shares of restricted
stock, and 34,500 shares underlying exercisable stock options.
(9) Includes 2,820 unvested shares of restricted stock, and 34,500 shares
underlying exercisable stock options.
(10) Includes 270 shares held jointly by Mr. Nicolosi and his spouse, with whom
he shares voting and dispositive power, 2,820 unvested shares of
restricted stock, and 34,500 shares underlying exercisable stock options.
(11) Includes 1,000 shares held by Mrs. Regan with respect to which Mr. Regan
disclaims beneficial ownership, 2,820 unvested shares of restricted stock,
and 34,500 shares underlying exercisable stock options.
(12) Includes 7,500 shares held by Mrs. Roe with respect to which Mr. Roe
disclaims beneficial ownership. Also includes 6,900 shares held by City
Underwriting Agency, Inc. Defined Profit Sharing Plan and Trust, with
respect to which Mr. Roe shares voting and dispositive power, as well as
2,820 unvested shares of restricted stock and 34,500 shares underlying
exercisable stock options.
(13) Includes 2,820 unvested shares of restricted stock and 34,500 shares
underlying exercisable stock options.
(14) Includes 14,353 shares credited to Ms. Passick's account in the 401(k)
Plan, 4,708 shares credited to her account in the Profit Sharing Plan,
8,200 unvested shares of restricted stock, 45,200 shares underlying
exercisable stock options, and 6,086 shares representing her proportionate
voting interest in the Employee Benefit Trust.
(15) Includes 2,295 shares credited to Mr. Braun's account in the 401(k) Plan,
4,231 shares credited to his account in the Profit Sharing Plan, 7,540
unvested shares of restricted stock, 39,920 shares underlying exercisable
stock options, and 6,086 shares representing his proportionate voting
interest in the Employee Benefit Trust.
(16) Includes 5,076 shares credited to Mr. Callicutt's account in the 401(k)
Plan, 3,149 shares credited to his account in the Profit Sharing Plan,
7,240 unvested shares of restricted stock, 29,120 shares underlying
exercisable stock options, and 6,086 shares representing his proportionate
voting interest in the Employee Benefit Trust.
(17) Includes 4,051 shares credited to Mr. Korzekwinski's account in the 401(k)
Plan, 3,800 shares credited to his account in the Profit Sharing Plan,
7,240 unvested shares of restricted stock, 37,520 shares underlying
exercisable stock options, and 6,086 shares representing his proportionate
voting interest in the Employee Benefit Trust.
(18) Includes 47,581 shares credited to accounts of executive officers in the
401(k) Plan, 23,455 shares credited to their accounts in the Profit
Sharing Plan, 104,920 unvested shares of restricted stock held by
executive officers and directors, 546,480 shares underlying exercisable
stock options held by executive officers and directors, and 36,516 shares
representing the proportionate voting interest of executive officers in
the Employee Benefit Trust.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on a review of copies of reports furnished to the Company or
written representations that no other reports were required, the Company
believes that during the fiscal year ended December 31, 2000, all filing
requirements under Section 16(a) of the Securities Exchange Act of 1934
applicable to its executive officers and directors were complied with.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of 11 directors
divided into three classes which are as equal in number as possible. The
directors hold office for staggered terms of three years (and until their
successors are elected and qualified). One of the three classes, comprising
approximately one third of the directors, is elected each year to succeed the
directors whose terms are expiring. The directors in Classes A and B are
serving terms expiring at the annual meeting of stockholders in 2002 and 2003,
respectively.

The directors in Class C, whose terms expire at the 2001 annual meeting, are
Gerard P. Tully, Sr., John M. Gleason and Vincent F. Nicolosi. Each of Messrs.
Tully and Nicolosi has been nominated by the Board of Directors to stand for
re-election for a term expiring at the annual meeting of stockholders to be
held in 2004. Mr. Gleason will retire from the Board of Directors effective as
of the 2001 annual meeting, and the size of the Board will be reduced from 11
to 10 members.

In order to keep the classes of directors as equal in number as possible,
James D. Bennett will be reassigned from Class A to Class C. As a result, Mr.
Bennett has been nominated by the Board of Directors to stand for re-election
at the 2001 annual meeting for a term expiring at the annual meeting to be held
in 2004. Each of Messrs. Tully, Bennett and Nicolosi has consented to being
named in this proxy statement as a Board nominee and to serve if elected.

Unless otherwise instructed, it is the intention of the proxy holders to
vote the proxies received by them in response to this solicitation FOR the
election of the nominees named above as directors. If any such nominee should
refuse or be unable to serve, the proxies will be voted for such person as
shall be designated by the Board of Directors to replace such nominee. The
Board of Directors has no reason to believe that any of the Board nominees will
refuse or be unable to serve as a director if elected.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" ELECTION OF THE ABOVE NOMINEES AS DIRECTORS.

Information About Directors

The following table sets forth certain information regarding the Board
nominees and members of the Board of Directors of the Company whose terms will
continue after the annual meeting.

Position(s) with the Director Term
Name Age(/1/) Company Since(/2/) Expires
- ---- -------- -------------------- ---------- -------

Gerard P. Tully, Sr..... 73 Chairman of the Board 1967 2004(/3/)

Michael J. Hegarty...... 61 President, Chief Executive 1987 2002
Officer and Director

James D. Bennett........ 62 Director 1998 2004(/3/)

Louis C. Grassi......... 45 Director 1998 2003

Robert A. Marani........ 78 Director 1977 2003

John O. Mead............ 78 Director 1987 2002

Vincent F. Nicolosi..... 61 Director 1977 2004(/3/)

Franklin F. Regan, Jr... 71 Director 1969 2003

John E. Roe, Sr......... 67 Director 1968 2003

Michael J. Russo........ 66 Director 1984 2002

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(1) As of December 31, 2000.
(2) With the exception of Messrs. Bennett and Grassi, who commenced service as
directors of the Company on September 29, 1998, all other directors
commenced service as directors of the Company on May 10, 1994, one day
after the date of the Company's incorporation. The dates set forth above
are the dates the individuals commenced service as directors or trustees of
the Bank or its predecessor.
(3) Subject to re-election at the annual meeting.

Set forth below is certain information with respect to the Board nominees and
other directors of the Company. Unless otherwise indicated, the principal
occupation listed below for each person has been his or her principal
occupation for the past five years.

Board Nominees

Gerard P. Tully, Sr. has served as Chairman of the Board of the Company
since its formation in 1994, and as Chairman of the Board of the Bank since
1980. Mr. Tully served as Chief Executive Officer of the Bank from 1981 through
1989. Mr. Tully is the Chief Executive Officer and a director of Van-Tulco,
Inc. and Tulger Contracting Corp., construction companies, and Bainbridge
Avenue Corp., 1620 Ralph Avenue Corp. and Contractors Associates Inc., each a
real estate holding company.

James D. Bennett is of counsel to the law firm of Bennett, Rice & Schure,
LLP in Rockville Centre, New York with a practice in civil law and real estate.
He also serves as Chief Executive Officer of Land Enterprises, Inc., a realty
investment and management firm. Mr. Bennett currently serves as a Commissioner
of the

New York State Public Service Commission. In the past, he has served as Trustee
of both the Long Island Power Authority and the New York State Conservation
Fund Advisory Council and as Supervisor and Councilman of the Town of
Hempstead.

Vincent F. Nicolosi is an attorney in Bayside, New York with a general
practice specializing in civil litigation. Mr. Nicolosi was formerly a partner
in the Bayside law firm of Nicolosi & Sciacca. Since December 1998, Mr.
Nicolosi has served as a Commissioner of the New York State Investigation
Commission. Mr. Nicolosi served as a Queens Assistant District Attorney from
1967 to 1973. From 1973 to 1980, Mr. Nicolosi was a member of the New York
State Assembly and served as Chairman of the Assembly Insurance Committee.

Continuing Directors

Michael J. Hegarty has served as President and Chief Executive Officer of
the Company and the Bank since October 1, 1998. He joined the Company as
Executive Vice President and Corporate Secretary and the Bank as Executive Vice
President and Chief Operating Officer in 1995. Prior to that, he was Vice
President, Finance as well as Corporate Secretary and Treasurer and a director
of EDO Corporation, a manufacturer of defense systems and components. Mr.
Hegarty remains a director of EDO Corporation.

Louis C. Grassi is Managing Partner of Grassi & Co., CPAs, P.C. located in
Lake Success, New York, with a practice in accounting, tax and management
consulting services. He is a member of the Board of Directors of the New York
State Society of Certified Public Accountants and is Chairman of the Society's
Task Force on Professional Liability Insurance. In addition, he is a licensed
certified fraud examiner, an author and an editor of a national tax and
accounting publication.

Robert A. Marani is a licensed real estate broker who worked through the
offices of Flushing Kent Realty Corp. until his retirement in 1992. He is a
commercial real estate developer currently managing family-owned commercial
real estate properties in New York and New Jersey.

John O. Mead served, until his retirement in 1990, as President and Chairman
of the Board of Printfab, Inc., a fabric marketing company located in New York,
New York, and Printed Fabrics Corp., a fabric manufacturing company located in
Carrollton, Georgia.

Franklin F. Regan, Jr. maintains a general law practice in Flushing, New
York specializing in real estate, banking and estate work.

John E. Roe, Sr. is Chairman of the Board of City Underwriting Agency, Inc.,
insurance brokers located in Lake Success, New York.

Michael J. Russo is self-employed as a consulting engineer and serves as
Chairman of the Board of Anthony Russo, Inc., a general contracting firm, and
of Fresh Meadow Mechanical Corp., a mechanical contracting firm, for which he
also serves as Corporate Secretary. Mr. Russo is President and Director of
Operations of Northeastern Aviation Corp., an aircraft charter and management
firm, and is a partner in AMF Associates, a commercial real estate company. Mr.
Russo also serves as chairman of the Board of Trustees of Flushing Hospital
Medical Center.

Executive Officers Who Are Not Directors

The following persons currently serve as executive officers who are not
directors of the Company.

Name Age(/1/) Position(s) with the Company
- ---- -------- ----------------------------

John R. Buran(/2/).................... 51 Executive Vice President and
Chief Operating Officer
Monica C. Passick..................... 62 Senior Vice President, Treasurer
and Chief Financial Officer
Henry A. Braun........................ 55 Senior Vice President
Robert L. Callicutt................... 58 Senior Vice President
Francis W. Korzekwinski............... 38 Senior Vice President
Anna M. Piacentini.................... 54 Senior Vice President and
Corporate Secretary

- --------
(1) As of December 31, 2000.
(2) Appointed in January 2001.

Set forth below is certain information with respect to the executive officers
who are not directors of the Company.

John R. Buran was named Executive Vice President and Chief Operating Officer
of the Company and the Bank in January, 2001. For the four-year period prior to
joining the Bank, Mr. Buran was Executive Vice President of the New York Metro
Division of Fleet Bank, NA. From 1994 to 1996, Mr. Buran was Senior Vice
President, Division Head, Retail Services of NatWest's Consumer Banking Group.
Prior to 1994, he held several management positions at Citibank/Citicorp, most
recently as Vice President, New York Investment Sales.

Monica C. Passick has been Senior Vice President, Treasurer and Chief
Financial Officer of the Company since its formation in 1994. Ms. Passick
joined the Bank in 1979 as an Assistant Treasurer. She was appointed Controller
of the Bank in 1982 and Vice President in 1983. In 1993, Ms. Passick was
promoted to Senior Vice President/Finance of the Bank. Ms. Passick is a
Certified Public Accountant.

Henry A. Braun has been a Senior Vice President of the Company since 1995.
Mr. Braun joined the Bank in 1994 as Senior Vice President/Bank Operations, a
position he previously held at The Greater New York Savings Bank where he was
employed for five years. Prior to that, Mr. Braun was with The Williamsburgh
Savings Bank for twenty years rising from Assistant Vice President/EDP Auditor
to Vice President/Auditor to Senior Vice President/Operations to Executive Vice
President and Chief Operating Officer.

Robert L. Callicutt was elected a Senior Vice President of the Company in
1999. Mr. Callicutt joined the Bank in 1995 as Vice President of Residential
Mortgage Banking. Prior to joining the Bank, he was Senior Vice President of
Mid-Island Equities Corp., a mortgage banking company, for seven years. Prior
to that, he served as Vice President and Manager of Dean Witter Reynolds, a
stock brokerage firm, in its mortgage whole loan trading department.

Francis W. Korzekwinski was elected a Senior Vice President of the Company
in 1999. Mr. Korzekwinski joined the Bank in 1993 as Assistant Vice President
of Commercial Real Estate and was promoted to Vice President in 1995. He is
also responsible for the New York Federal Division of the Bank. Prior to
joining the Bank, Mr. Korzekwinski was Vice President, Mortgage Officer at
Bankers Federal Savings Bank, FSB for five years. Prior to that, he served as
Vice President of Secondary Marketing for a mortgage banking company.

Anna M. Piacentini has been a Senior Vice President of the Company since
1995. In 1998, Ms. Piacentini was named Corporate Secretary of the Company. Ms.
Piacentini joined the Bank in 1969 and has served in various capacities
including as an Executive Assistant for Branch Operations, Assistant Secretary
for Human Resources and Assistant Vice President of Human Resources. In 1984,
Ms. Piacentini was named

Vice President/Human Resources of the Bank and in 1994 was promoted to Senior
Vice President/Human Resources of the Bank. Ms. Piacentini has served as
Corporate Secretary of the Bank since 1995.

Meetings and Committees of the Board of Directors of the Company and of the
Bank

The Board of Directors meets on a monthly basis and may have additional
special meetings upon the request of the Chairman of the Board, the President
or a majority of directors in office at the time. During 2000, the Board of
Directors held 12 regular meetings and one special meeting. No director
attended less than 75% of the meetings of the Board of Directors and its
committees on which he served. The Board of Directors has established the
following committees, among others:

Compensation Committee. The Compensation Committee is composed of Messrs.
Nicolosi (Chairman), Grassi, Mead, Roe and Russo. This committee has primary
responsibility for establishing and administering the compensation and benefit
programs of the Company for its executive officers and other key personnel, and
recommends to the Board of Directors grants to employees under the Company's
stock option and restricted stock plans. This committee meets on an as needed
basis. During 2000, this committee met seven times.

Audit Committee. The Audit Committee is composed of Messrs. Grassi
(Chairman), Gleason, Mead, Roe and Russo. This committee meets quarterly to
assist the Board of Directors in meeting its oversight responsibilities. This
committee reviews the results of regulatory examinations, internal audits and
audits by the Company's independent public accountants; the status of actions
taken to correct conditions reported; and any other matters affecting the
internal controls of the Company. This committee also meets with the Company's
outside auditors and implements the audit requirements under applicable federal
regulations. The Charter of the Audit Committee, which elaborates on its
functions and responsibilities, is included as Appendix C to this proxy
statement. During 2000, this committee met four times.

Nominating Committee. The Nominating Committee is composed of Messrs. Roe
(Chairman), Marani, Regan, Russo and Tully. This committee has primary
responsibility for identifying and appointing nominees for the Board of
Directors of the Company. This committee held no meetings during 2000.

In addition to the committees described above, the Board of Directors has
established an Executive Committee, an Insurance Committee, an Investment
Committee, and a Planning Committee.

The business of the Bank is conducted at regular and special meetings of the
Bank's Board of Directors (the "Bank Board") and its committees. The Bank Board
and the Board of Directors are identically constituted. During 2000, the Bank
Board held 12 regular meetings and one special meeting.

The Bank Board maintains executive, insurance, investment, nominating,
planning, compensation and audit committees. The membership of these committees
is the same as that of the comparable committees of the Company's Board of
Directors. These committees serve substantially the same functions at the Bank
level as those of the Company. The Bank Board also maintains a loan committee,
a compliance committee, a CRA committee and an ethics committee. No director
attended less than 75% of the meetings of the Bank Board and its committees on
which he served. Directors of the Bank are nominated by the Bank Board
nominating committee, and elected by the Company as sole shareholder of the
Bank.

Director Compensation

Fee Arrangements. Directors who are not executive officers of the Company or
the Bank ("Outside Directors") currently receive an annual retainer of $25,000
from the Bank, with no additional retainer from the Company. Outside Directors
also receive meeting fees of $1,200 for each Board or Bank Board meeting
attended and $600 for each committee meeting attended, whether or not they are
members of such committee. However, where the Board of Directors and the Bank
Board meet on the same day, directors receive only a single board meeting fee
for such meetings. Similarly, directors receive only a single committee meeting
fee where identically constituted committees of the Board of Directors and Bank
Board meet on the same day.

Outside Directors also receive a fee for conducting on-site inspections of
proposed real estate collateral for certain loans in excess of $500,000. For
each day that a director conducts such inspections, the director receives a fee
of $400 for the first property inspected and $200 for each additional property
inspected on that day.

For the year ended December 31, 2000, the aggregate amount of retainer,
meeting and site inspection fees paid by the Bank to Outside Directors was
$467,150. In addition to the retainer and meeting fees, Mr. Tully receives a
fee of $135,000 per year for providing additional consulting services to the
Bank and the Company in his capacity as Chairman. For the year ended December
31, 2000, the Bank paid an aggregate of $113,601 to Mr. Regan as a retainer for
general legal services and for fees in connection with mortgage foreclosure
actions. Also during 2000, the Bank paid $13,949 in legal fees to Mr. Nicolosi
for certain litigation and contract matters. See "Compensation Committee
Interlocks and Insider Participation" and "Certain Transactions."

Director Deferred Compensation Plan. The Bank has adopted an Outside Director
Deferred Compensation Plan pursuant to which Outside Directors may elect to
defer all or a portion of their annual retainer, meeting fees, and inspection
fees. Deferred amounts are credited with earnings based on certain mutual fund
investments. The deferred amounts plus earnings thereon will be paid to the
director in cash after the director's termination of service, either in a lump
sum or, if the director so elects, in annual installments over a period not to
exceed five years. The Company has guaranteed the payment of benefits under the
Outside Director Deferred Compensation Plan. A director's right to receive
benefits under the plan is no greater than the right of an unsecured general
creditor of the Bank or the Company.

Director Retirement Plan. The Bank has adopted an Outside Director Retirement
Plan, which provides benefits to each Outside Director who served as an Outside
Director for at least five years and whose years of service as an Outside
Director (including service as a director or trustee of the Bank or its
predecessor) plus age equals or exceeds 55. Benefits are also payable to an
Outside Director whose status as an Outside Director terminates due to death or
disability or who is an Outside Director upon a change of control (as defined
below). However, no benefits will be payable to a director who is removed for
cause. An eligible director will be paid an annual retirement benefit equal to
the last annual retainer paid prior to the director's retirement plus the total
amount of Board and Bank Board meeting fees which were paid to the director for
the 12 months immediately preceding retirement. Such benefit will be paid in
equal monthly installments for the lesser of the number of months such director
served as an Outside Director or 120 months. In the event of a change of
control, benefits under the plan will be paid in a cash lump sum; each director
with at least two years of service as an Outside Director will receive the
equivalent of 120 months of benefits, and each director with less than two
years of service will receive the equivalent of monthly benefits for the number
of months he served as an Outside Director. If the Outside Director dies before
receiving all benefits payable under the plan, the remaining benefits will be
paid to the Outside Director's surviving spouse. The Company has guaranteed the
payment of benefits under the Outside Director Retirement Plan. A director's
right to receive benefits under the plan is no greater than the right of an
unsecured general creditor of the Bank or the Company.

Stock Options and Restricted Stock. Pursuant to the Company's restricted
stock and stock option plans, each person who was an Outside Director on the
effective date of such plans, or who became an Outside Director after such date
and before May 20, 1998, received (after adjustment to reflect the Company's
1998 stock split) a one-time grant of 14,100 shares of restricted stock and
options to purchase 43,125 shares of common stock. Each person who becomes an
Outside Director on or after May 20, 1998 will receive (to the extent there are
shares available), as of the date of his or her first election, 3,750 shares of
restricted stock and options to purchase 7,500 shares of common stock. Options
granted to Outside Directors under the Company's stock option plan have an
exercise price equal to the fair market value of the common stock on the date
of grant of the option and are granted with tandem limited stock appreciation
rights. Each stock option and restricted stock grant vests with respect to 20%
of the covered shares on each of the first five anniversaries of the grant
date, provided that the Outside Director is then serving on the Board of
Directors of the Company or one of its subsidiaries. The grants vest in full
upon the Outside Director's termination of service by reason of death,
disability or retirement, or in the event of a change of control of the
Company. At the annual meeting,

stockholders are being asked to approve amendments to both plans which would
increase the number of shares available under these plans, provide for annual
grants to each Outside Director of 750 shares of restricted stock and options
to purchase 6,600 shares of common stock, with such awards vesting in equal
installments over a three-year period, and make certain other changes. See
"Proposal No. 2" and "Proposal No. 3."

Indemnity Agreements. The Company and the Bank have entered into an
Indemnity Agreement with each of the directors and executive officers, which
agreements provide for mandatory indemnification of each director or executive
officer to the full extent permitted by law for any claim arising out of such
person's service to the Company or the Bank. The agreements provide for
advancement of expenses and specify procedures for determining entitlement to
indemnification in a particular case.

EXECUTIVE COMPENSATION

Report of the Compensation Committee

Compensation Philosophy. The Company's executive compensation program is
intended to link management's pay with the Company's annual and long-term
performance. The Compensation Committee believes it is important to attract
and retain highly-qualified senior managers by providing compensation
opportunities that are both competitive with the market for executive talent
and consistent with the Company's performance.

The following is a discussion of the Company's executive compensation
program, including a description of the decisions and actions taken by the
Compensation Committee with respect to fiscal 2000 compensation for the Chief
Executive Officer.

Salary and Incentive Bonus. In determining the base salary and annual
incentive bonus of executive officers, the Compensation Committee takes into
consideration a variety of factors, including the executive's level of
responsibility, individual performance, and the financial and operational
performance of the Company and the Bank in relation to their competition in
the industry. Based on an analysis of salary and bonus paid by savings
institutions of comparable size in the Company's geographical area, the
Compensation Committee determined that salary and bonus levels of the
Company's executive officers were at the median. The salary and bonus levels
set by the Compensation Committee for 2000, as in 1999, were intended to
maintain compensation levels at or slightly above the midpoint level of our
peer group.

The annual incentive bonus paid to executive officers is determined by the
Compensation Committee in its discretion at the end of the year based on its
assessment of the Company's and the Bank's performance during the year. The
individual contribution of each executive officer to corporate performance is
a significant factor in determining the amount of his or her annual incentive
bonus.

During 2000, Mr. Hegarty's annual rate of base salary was increased from
$400,000 to $420,000 and his bonus was set at $130,000, a decrease of $10,000
from 1999. The combined effect of these actions was a $10,000 increase in
current cash compensation. The increase reflects a modest increase in the
Company's financial performance in spite of a difficult economic environment.
As evidenced by the Stock Performance Graph on page 13, the cumulative total
return on the Company's common stock increased during 2000 as compared to
prior years, but to a lesser extent than the published index of thrift
institutions. In addition, the Company's assets and earnings per share
increased during 2000, while at the same time maintaining control over
operating costs.

Long-Term Compensation. In 1996, the Company adopted restricted stock and
stock option plans to provide executives and other employees with long-term
incentives which increase their mutuality of interests with the Company's
stockholders. The Compensation Committee made initial large grants under these
plans to executive offices and other employees in 1996 and a modest level of
additional awards in 1999, and has made sporadic individual awards to newly
hired or promoted employees. The Committee decided not to make across the
board grants to executive officers during 2000 because it felt that the awards
made in 1996 and 1999 were sufficient incentive for present purposes. However,
the Committee has recommended that the restricted stock and stock option plans
be amended to increase the number of shares available for grant, in order to
provide flexibility to make grants in future years as needed to provide the
appropriate incentive to employees.

Supplemental Pension. During 2000, the Compensation Committee authorized an
additional supplemental retirement benefit for Mr. Hegarty. The amount of the
benefit will depend on the timing and circumstances of Mr. Hegarty's
termination of employment, but in many cases will be a lump sum payment of
$500,000. In approving this benefit, the Compensation Committee considered the
relatively small benefit payable to Mr. Hegarty under the Bank's Retirement
Plan.

Submitted by the Compensation Committee of the Board of Directors,

Vincent F. Nicolosi Louis C. Grassi John O. Mead John E. Roe, Sr. Michael
J. Russo
Chairman

Compensation Committee Interlocks and Insider Participation

During 2000, the Compensation Committee consisted of Messrs. Nicolosi
(Chairman), Grassi, Mead, Roe and Russo. None of the current members of the
Compensation Committee are former officers of the Company or the Bank. During
2000, the Bank paid $13,949 in legal fees to Mr. Nicolosi for certain
litigation and contract matters.

Under the Bank's lending policies, residential mortgage loans to immediate
family members of directors are made at market rates of interest and other
normal terms but with reduced origination fees. Five such loans outstanding to
immediate family members of directors who were members of the Compensation
Committee during 2000 had balances in excess of $60,000 at some time since the
beginning of 2000. The highest aggregate balance of those loans at any time
since January 1, 2000 was $726,495 and the aggregate balance of those loans at
February 28, 2001 was $485,828. All of such loans were made in the ordinary
course of business and were fully approved in accordance with all of the Bank's
credit underwriting standards. The Bank believes that such loans do not involve
more than the normal risk of collectability or present other unfavorable
features.

Stock Performance Graph

The following graph shows a comparison of cumulative total stockholder return
on the common stock since December 31, 1995 with the cumulative total returns
of both a broad equity market index and a published industry index. The broad
equity market index chosen was the Center for Research in Security Prices
("CRSP") Total Return Index for the Nasdaq Stock Market (US) and the published
industry index chosen was the SNL Thrift Index. The graph below reflects
historical performance only, which is not indicative of possible future
performance of the common stock.

Comparison of Cumulative Total Return Among the Common Stock,
CRSP Total Return Index for the Nasdaq Stock Market (US)
and SNL Thrift Index(/1/)

[LINE GRAPH]

12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
-------- -------- -------- -------- -------- --------

Flushing Financial Corporation $100.00 $118.39 $157.61 $158.84 $151.93 $189.01
Nasdaq Stock Market (US) --
CRSP Total Return Index $100.00 $123.04 $150.69 $212.51 $394.92 $237.62
SNL Thrift Index $100.00 $130.30 $221.71 $195.00 $159.29 $254.35

- --------
(1) Assumes $100 invested on December 31, 1995 and all dividends reinvested
through the end of the Company's fiscal year ended December 31, 2000. The
performance graph above is based upon closing prices on the trading day
specified. All share and per share amounts have been adjusted to reflect
the three-for-two split of the Company's common stock paid in the form of a
dividend on September 30, 1998.

Summary Compensation Table

The following table sets forth the compensation paid by the Company and the
Bank during the years ended December 31, 2000, 1999 and 1998 to the current
Chief Executive Officer and certain other executive officers.

Summary Compensation Table

Long Term Compensation
----------------------
Annual Securities
Compensation Restricted Underlying
Name and Principal ---------------------- Stock Options/ All Other
Position(s) Year Salary Bonus Awards(/1/) SARs(#) Compensation
- ------------------ ---- -------- -------- ----------- ---------- ------------

Michael J. Hegarty......
President and Chief
Executive Officer of 2000 $451,003(/2/) $130,000 -- -- $99,774(/3/)
the Company and the 1999 409,953(/2/) 140,000 $310,000 40,000 98,155
Bank 1998 324,504(/2/) 90,000 202,500 30,000(/4/) 81,635

Monica C. Passick....... 2000 $139,270 $ 38,000 -- -- $23,637(/5/)
Senior Vice President, 1999 137,165 42,000 $ 77,500 10,000 25,439
Treasurer, and Chief 1998 129,620 29,000 -- -- 23,070
Financial Officer of
the Company; Senior
Vice President/ Finance
of the Bank

Francis W. 2000 $138,503 $ 38,000 -- -- $23,292(/6/)
Korzekwinski........... 1999 130,096 41,000 $ 77,500 10,000 23,856
Senior Vice President 1998 105,192 26,400 -- -- 18,667
of the Company; Senior
Vice
President/Commercial
Real Estate of the Bank

Henry A. Braun.......... 2000 $127,700 $ 36,000 -- -- $19,384(/7/)
Senior Vice President 1999 122,089 39,000 $ 77,500 10,000 19,943
of the Company; Senior 1998 112,700 25,400 -- -- 16,890
Vice President/ Bank
Operations of the Bank

Robert L. Callicutt..... 2000 $121,750 $ 28,000 -- -- $20,208(/8/)
Senior Vice President 1999 116,308 36,000 $ 77,500 10,000 21,493
of the Company; Senior 1998 104,000 21,600 -- -- 18,250
Vice
President/Residential
Mortgage Banking of the
Bank

- --------
(1) Reflects dollar value of restricted stock granted, calculated by
multiplying the number of shares granted by the closing market price of the
common stock on the date of grant. The number of shares of restricted stock
held by each of the named executive officers on December 31, 2000 and the
dollar value of such shares (based on the closing market price of the
common stock on December 29, 2000, the last trading date of that year) are
as follows: Mr. Hegarty 30,100 shares, $539,934; Ms. Passick 8,200 shares,
$147,092; Mr. Korzekwinski 7,240 shares, $129,871; Mr. Braun 7,540 shares,
$135,253; and Mr. Callicutt 7,240 shares, $129,871. All grants of
restricted stock vest 20% per year beginning one year after the date of
grant, subject to immediate vesting in the event of death, disability,
retirement, or a change of control. Dividends are paid on all shares of
restricted stock.
(2) Includes mandatory deferred compensation equal to 10% of salary.
(3) Consists of $5,100 in matching contributions to the 401(k) Plan, $12,129 in
contributions to the Profit Sharing Plan, $30,000 credited toward
Supplemental Retirement Benefits, and $52,545 credited under the Bank's
Supplemental Savings Incentive Plan ("SSIP").
(4) These stock option grants have been adjusted to reflect the three-for-two
split of the Company's common stock paid in the form of a dividend on
September 30, 1998.
(5) Consists of $3,764 in matching contributions to the 401(k) Plan, $11,996 in
contributions to the Profit Sharing Plan, and $7,877 credited under the
SSIP.
(6) Consists of $3,743 in matching contributions to the 401(k) Plan, $11,716 in
contributions to the Profit Sharing Plan, and $7,833 credited under the
SSIP.
(7) Consists of $3,601 in matching contributions to the 401(k) Plan, $11,406 in
contributions to the Profit Sharing Plan, and $4,377 credited under the
SSIP.
(8) Consists of $3,291 in matching contributions to the 401(k) Plan, $10,031 in
contributions to the Profit Sharing Plan, and $6,886 credited under the
SSIP.

Stock Options

No stock options were granted in 2000 to the named executive officers. The
following table contains certain information with respect to stock options
previously granted to the named executive officers.

Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values

# of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at FY- In-the-Money Options/SARs
Shares Acquired Value End(/1/) at FY-End($)(/2/)
on Realized ------------------------- -------------------------
Name Exercise(#)(/1/) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ---------------- -------- ----------- ------------- ----------- -------------

Michael J. Hegarty...... -- -- 72,800 63,200 446,694 258,734
Monica C. Passick....... -- -- 45,200 18,800 308,918 95,964
Henry A. Braun.......... -- -- 39,920 17,480 272,016 86,739
Robert L. Callicutt..... -- -- 29,120 16,880 195,250 82,474
Francis W.
Korzekwinski........... -- -- 37,520 16,880 254,957 82,474

- --------
(1) The number of shares has been adjusted to reflect the three-for-two split
of the Company's common stock paid in the form of a dividend on September
30, 1998.
(2) The value of each unexercised in-the-money stock option (or tandem limited
stock appreciation right) is equal to the difference between $17.938 (the
closing price of the common stock on December 31, 2000) and the exercise
price of the stock option.

Employment, Severance and Change of Control Arrangements

Employment Agreements. The Bank and the Company are parties to employment
agreements with Mr. Hegarty, Ms. Passick, Mr. Braun, Mr. Callicutt and Mr.
Korzekwinski (collectively, the "Employment Agreements"). The Employment
Agreements establish the respective duties and compensation of these
individuals and are intended to ensure that the Bank and the Company will be
able to maintain a stable and competent management team. The continued success
of the Bank and the Company depends to a significant degree on the skills and
competence of these executive officers.

The Employment Agreements are substantially similar. The Employment Agreement
with Mr. Hegarty has an initial three-year term and each of the other
Employment Agreements has an initial two-year term. Prior to the completion of
each year during the term of the agreement, the agreement is subject to renewal
for an additional year. Thus, the unexpired term of the agreement at any time
will generally vary between two and three years, in the case of Mr. Hegarty,
and between one and two years, in the case of the other executives. However,
the term of Mr. Hegarty's agreement reduces to two years in 2003 (at age 64)
and to one year in 2004, and thereafter continues on a one-year basis.

The Employment Agreements provide for a base salary that will be reviewed
annually, customarily in July, with an effective date retroactive to July 1. In
this regard, the base salaries of Mr. Hegarty, Ms. Passick, Mr. Braun, Mr.
Callicutt and Mr. Korzekwinski in effect as of July 1, 2000 were $420,000,
$141,020, $131,200, $123,500, and $142,000, respectively. In the case of Mr.
Hegarty, an additional amount equal to 10% of base salary is deferred each year
and is credited with earnings based on mutual fund investments. The deferred
amounts plus earnings thereon will be paid to Mr. Hegarty in a cash lump sum
upon termination of employment. In addition to any other pension benefit to
which he may be entitled, the Bank is required to maintain two bookkeeping
accounts for Mr. Hegarty, to provide supplemental retirement benefits. The
first account, consisting of $150,000 plus earnings on such amount based on
mutual fund investments beginning May 27, 2000, will be paid to Mr. Hegarty in
a cash lump sum upon his termination of employment. The Bank is required to
credit to the second bookkeeping account the amount of $50,000 in May of each
year in the period 2001-2011, with such account to be credited with earnings
beginning in 2011. In the event of Mr. Hegarty's death, voluntary resignation
without "good reason" (as defined below), or termination for cause,

he is entitled to receive the amount then credited to such account in a cash
lump sum. In the event of his termination of employment for any other reason
(or for any reason following a change of control), he is entitled to receive
$500,000 in a cash lump sum instead of the amount credited to the second
account. In accordance with his employment agreement, Mr. Hegarty's deferred
compensation, supplemental retirement benefits, and benefits under the Bank's
Supplemental Savings Incentive Plan have been funded in a "grantor trust."

The Employment Agreements provide for termination of the executive's
employment by the Bank or the Company with or without cause at any time. The
executive would be entitled to a lump sum severance payment and certain
additional benefits upon the occurrence of certain events: the Company's or the
Bank's termination of the executive's employment for reasons other than for
cause, the executive's resignation during the 60-day period commencing six
months following a change of control (as defined below), or the executive's
resignation from the Bank and the Company following an event which constitutes
"good reason," which is defined as (1) failure to re-elect the executive to his
or her current offices, (2) a material adverse change in the executive's
functions, duties or responsibilities, (3) relocation of the executive's place
of employment outside the Borough of Queens, (4) failure to renew the
Employment Agreement by the Bank or Company, (5) a material breach of the
Employment Agreement by the Bank or the Company, or (6) failure of a successor
company to assume the Employment Agreement. The lump sum severance payment
would be equal to the salary payments, bonuses (based on the highest bonus
received in the last three years preceding termination) and, in the case of
Mr. Hegarty, deferred compensation otherwise payable if the executive's
employment had continued for an additional 24 months (36 months for Mr. Hegarty
if termination occurs before May 27, 2004 or after a change of control, or 12
months otherwise). In addition, upon a termination of employment following a
change of control, the executive will receive a pro rata portion of his or her
bonus payable for the year of termination (based on the amount of bonus
received in the prior year). Each executive's Employment Agreement with the
Company provides that if the executive receives payments that would be subject
to the excise tax on excess parachute payments imposed by Section 4999 of the
Internal Revenue Code, the executive will be entitled to receive an additional
payment, or "gross-up", in an amount necessary to put the executive in the same
after-tax position as if such excise tax had not been imposed.

Assuming a change of control had occurred on December 31, 2000, Mr. Hegarty,
Ms. Passick, Mr. Braun, Mr. Callicutt and Mr. Korzekwinski, would have received
cash lump sum severance payments equal to approximately $1,806,000, $366,040,
$340,400, $319,000 and $366,000 based on their salaries and bonuses as of that
date. The preceding amounts do not take into account the gross-up, amounts
related to termination of the Employee Benefit Trust, Mr. Hegarty's
supplemental retirement benefits, or other amounts payable under the Employment
Agreements.

In the event an executive terminates employment due to "disability," which is
defined generally to mean the inability of the executive to perform his or her
duties for 270 consecutive days due to incapacity, each Employment Agreement
provides that the executive would receive 100% of his or her salary and bonus
for the first six months, 75% for the next six months and 60% for the balance
of the term (less any benefits payable to the executive under any disability
insurance coverage maintained by the Company or the Bank). The Employment
Agreement for Mr. Hegarty provides that in the event of termination of
employment due to disability, he would receive the reduced salary described
above, the deferred compensation benefit based on such reduced salary, and the
supplemental retirement benefits described above.

The Employment Agreements provide that in the event the executive's
employment terminates due to death, the executive's beneficiaries (or estate)
would receive a lump sum payment of the executive's earned but unpaid salary,
plus, in the case of Mr. Hegarty, payment of his accrued deferred compensation
benefit and the supplemental retirement benefits described above.

In the event an executive terminates employment for reasons not described
above or the executive's employment is terminated for cause, the executive
would receive only his or her earned but unpaid salary. Mr. Hegarty would also
receive his accrued deferred compensation benefit, and the supplemental
retirement benefits described above.

Change of Control Arrangements. Upon a change of control (as defined below),
in addition to the provisions of the Employment Agreements described above, (1)
all outstanding restricted stock held by then-current employees and Outside
Directors will immediately vest; (2) all outstanding stock options (and tandem
limited stock appreciation rights ("SARs")) held by then-current employees and
Outside Directors will become immediately exercisable; (3) the exercise of an
outstanding SAR within 90 days after the change of control will entitle the
holder to receive a cash payment equal to the excess of (A) the highest price
per share of common stock paid during the 90-day period prior to the exercise
of the SAR or the change of control over (B) the exercise price of the related
stock option; and (4) the Employee Benefit Trust which was established by the
Company to satisfy its obligations under certain employee benefit plans will
terminate and any trust assets remaining after repayment of the Company's loan
to the trust and certain benefit plan contributions will be distributed to all
full-time employees of the Company or one of its subsidiaries with at least one
year of service, in proportion to their compensation over the current year and
the preceding four years.

Definition of Change of Control. A "change of control" is generally defined,
for purposes of the Employment Agreements and benefit plans maintained by the
Company or the Bank, to mean: (1) the acquisition of all or substantially all
of the assets of the Bank or the Company; (2) 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 Company or of any successor corporation shall
consist of persons other than Current Members (defined as any member of the
Board of Directors as of the completion of the Company's initial public
offering 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); (3) the acquisition of beneficial ownership of 25% or more of the
total combined voting power of all classes of stock of the Bank or the Company
by any person or group; or (4) approval by the stockholders of the Bank or the
Company of an agreement providing for the merger or consolidation of the Bank
or the Company with another corporation where the stockholders of the Bank or
the 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.

Retirement Plan

The Bank maintains a Retirement Plan which is a tax-qualified defined benefit
plan. Salaried employees who are over age 21 and have been employed by the Bank
for at least one year are eligible to participate in the Retirement Plan.
Participants earn an annual retirement benefit at normal retirement age (the
later of age 65 or the fifth anniversary of participation) equal to the sum of
(1) 2% of "average annual earnings" (the average annual base salary for the
three consecutive years out of the final ten years of service which produces
the highest average) times years of credited service prior to March 1, 1993, up
to 30 years, plus (2) 1.6% of "average annual earnings" times years of credited
service after February 28, 1993, plus (3) .45% of "average annual earnings" in
excess of "average social security compensation" (as determined pursuant to IRS
regulations) times years of credited service after February 28, 1993. The total
years of credited service taken into account cannot exceed 35 years, and
benefits earned in any year cannot be reduced by subsequent changes to the
plan. Annual benefits under the Retirement Plan are limited by federal tax
laws. As a general rule, during 2000 annual benefits were limited to $135,000.
Compensation in excess of $150,000 (subject to cost of living adjustments which
result in a current limit of $170,000) is required to be disregarded for
purposes of benefits earned after 1993. The Retirement Plan is funded by the
Bank on an actuarial basis. Participants earn a vested right to their accrued
retirement benefit upon completion of five years of service with the Bank or
its participating affiliates.

The following table sets forth information with respect to Retirement Plan
benefits payable to the named executive officers.

Retirement Plan Benefits

Current
Years of Estimated Annual Retirement
Name Service(/1/) Benefit at Age 65(/2/)
- ---- ------------ ---------------------------

Michael J. Hegarty..................... 5 $28,974(/3/)
Monica C. Passick...................... 21 67,541
Francis W. Korzekwinski................ 7 85,512
Henry A. Braun......................... 6 38,299
Robert L. Callicutt.................... 5 27,975

- --------
(1) The number of years of credited service under the Retirement Plan as of
December 31, 2000.
(2) The estimated annual retirement benefit payable as a single life annuity at
age 65 to the named executive officer, based on the assumptions that such
officer retires at age 65 with no increase in compensation or "social
security compensation" from that in effect in 2000.
(3) Does not include supplemental retirement benefits provided under
executive's Employment Agreement.

Certain Transactions

Under the Bank's lending policies, residential mortgage loans to non-
executive officer employees and immediate family members of employees and
directors are made at market rates of interest and other normal terms, but with
reduced origination fees. Excluding the loans discussed above under
"Compensation Committee Interlocks and Insider Participation," there were five
such loans outstanding to immediate family members of executive officers or
directors with balances in excess of $60,000 at some time since the beginning
of 2000. The highest aggregate balance of these loans at any time since January
1, 2000 was $1,102,876 and the aggregate balance of these loans at February 28,
2001 was $975,995. All such loans were made in the ordinary course of business
and were fully approved in accordance with all of the Bank's credit
underwriting standards. The Bank believes that such loans do not involve more
than the normal risk of collectability or present other unfavorable features.

Since 1981, Franklin F. Regan, Jr. (or his former law firm) has had a
retainer agreement with the Bank, pursuant to which he is paid an annual
retainer for general legal services to the Bank. In addition, Mr. Regan
represents the Bank in closings of residential and certain commercial real
estate loans, the fees of which are paid by borrowers. The current fee paid to
Mr. Regan by borrowers for closing of a residential loan is $575. Fees paid for
closing mixed use property transactions are fixed at $850. Fees paid for
commercial real estate loan closings currently range from a minimum fee of
$1,000 to a maximum fee of $7,500. Mr. Regan also represents the Bank in
connection with some of its mortgage foreclosure actions. During 2000, Mr.
Regan received an aggregate of $113,601 in retainer and legal fees paid by the
Bank, and $617,170 in fees paid by borrowers. The Bank leases office space in
its 159-18 Northern Boulevard building at a market rental rate to Mr. Regan for
use in his law practice. Mr. Regan is a director of the Company and the Bank.

PROPOSAL NO. 2

AMENDMENT OF THE 1996 RESTRICTED STOCK INCENTIVE PLAN

The 1996 Restricted Stock Incentive Plan is intended to advance the best
interests of the Company and the Bank by providing employees and Outside
Directors with additional incentives in the form of restricted stock, thereby
increasing their personal stake in the continued success and growth of the
Company and encouraging them to stay in the employ or service of the Company.
The plan was adopted, with stockholder approval, in 1996 and has been amended
from time to time, most recently in 1998. The plan provides for automatic
grants

to Outside Directors and authorizes the Board of Directors to grant, upon
recommendation of the Compensation Committee, awards of restricted stock to
employees, including officers, of the Company or any subsidiary or other entity
in which the Company holds at least a 20% interest. The Board of Directors has
determined that the plan is accomplishing its intended purpose, but that
certain amendments are appropriate.

The plan, as approved by shareholders and subsequently adjusted to reflect
the Company's 3-for-2 stock split in 1998, authorizes the grant of up to
474,750 shares of restricted stock to employees, including officers, and up to
155,250 shares to Outside Directors. In the event shares awarded are forfeited
or are withheld to satisfy income tax obligations, such shares are available
for future grants under the plan. As a result of grants made to date, the
number of shares available for future grants is 129,183 shares for employees
and 20,850 shares for Outside Directors. The Board of Directors is proposing to
increase the number of shares available for grant. The number of shares
available for grants to employees, including officers, would be increased by
70,000, and the number of shares available for Outside Directors would be
increased by 20,000, bringing the aggregate number of shares available for
future grants to 199,183 for employees, including officers, and 40,850 for
Outside Directors (subject to increase to the extent shares subject to
outstanding awards are forfeited or withheld to satisfy tax obligation).

The second proposed amendment would provide for an annual grant of 750
restricted shares to each Outside Director, which would vest in equal
installments over a three-year period from the date of grant. Until now,
Outside Directors have received only a single grant of restricted shares. Those
who were members of the Board at the time of the plan's adoption in 1996
received a grant of 14,100 shares and those subsequently elected to the Board
received a grant of 3,750 shares (in each case, as adjusted for the Company's
stock split). These initial grants vest in equal installments over a five-year
period, so that the grants made in 1996 will be fully vested this year.

The amendments to add shares and to provide for annual grants to Outside
Directors were adopted by the Board upon the recommendation of an independent
compensation consultant retained by the Board. The consultant compared the
Company's equity compensation and total compensation paid to its Outside
Directors with the amounts paid by 15 peer group companies. Based on the
consultant's report, the Board of Directors believes that the amendments are
necessary to enable the Company to remain competitive with its peers in
compensation practices and thereby to attract and retain quality employees and
directors.

The Board is also proposing amendments to the vesting provisions of the plan.
Grants to employees, including officers, would no longer have a mandatory 20%
per year vesting schedule, but would instead be subject to the vesting schedule
determined by the Board on recommendation of the Compensation Committee at the
time of grant. Initial grants to Outside Directors would continue to vest in
equal installments over a five-year period, and annual grants would vest in
equal installments over a three-year period. All grants to employees and
Outside Directors would fully vest upon retirement, death, disability, or a
change of control. The proposed amendments would change the definition of
retirement in the case of Outside Directors to mean termination of service,
other than for cause, after at least five years of Board service. The proposed
amendments also contain minor technical changes to the provisions for
adjustment of awards in the event of changes in the Company's corporate
structure.

The text of the provisions as amended subject to stockholder approval are
printed as Appendix A of this proxy statement.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENTS TO
THE 1996 RESTRICTED STOCK INCENTIVE PLAN (PROPOSAL NO. 2).

PROPOSAL NO. 3

AMENDMENT OF THE 1996 STOCK OPTION INCENTIVE PLAN

The 1996 Stock Option Incentive Plan is intended to advance the best
interests of the Company and the Bank by providing employees and Outside
Directors with additional incentives in the form of options to purchase the
Company's common stock, thereby increasing their personal stake in the
continued success and growth of the Company and encouraging them to stay in the
employ or service of the Company. The plan was adopted, with stockholder
approval, in 1996 and has been amended from time to time, most recently in
1998. The plan provides for automatic grants of non-statutory stock options and
tandem limited stock appreciation rights to Outside Directors and authorizes
the Board of Directors to grant, upon recommendation of the Compensation
Committee, awards of incentive or non-statutory options and tandem stock
appreciation rights to employees, including officers, of the Company or any
subsidiary or other entity in which the Company holds at least a 20% interest.
All options granted under the plan have an exercise price which is not less
than the fair market value of the common stock on the date of grant, and have a
term of not more than ten years. No employee may be granted options with
respect to more than 112,500 shares in any calendar year. The Board of
Directors has determined that the plan is accomplishing its intended purpose,
but that certain amendments are appropriate.

The plan, as approved by shareholders and subsequently adjusted to reflect
the Company's 3-for-2 stock split in 1998, authorizes the issuance of up to
1,130,625 shares of common stock to employees, including officers, and up to
463,125 shares to Outside Directors upon exercise of stock options. In the
event an option granted under the plan expires, terminates or is canceled
(except upon exercise of a tandem stock appreciation right) without having been
exercised in full, the shares subject to the unexercised option are available
for future grants. Similarly, if shares are surrendered in payment of the
option exercise price or are withheld to satisfy income tax obligations, such
shares are available for future grants under the plan. As a result of grants
made to date, the number of shares available for future grants is 120,075
shares for employees and 60,000 shares for Outside Directors. The Board of
Directors is proposing to increase the number of shares available for grant.
The number of shares available for grants to employees, including officers,
would be increased by 280,000, and the number of shares available for Outside
Directors would be increased by 80,000, bringing the aggregate number of shares
available for future grants to 400,075 for employees, including officers, and
140,000 for Outside Directors (subject to increase to the extent shares subject
to outstanding grants are returned to the plan under the provisions described
above).

The second proposed amendment would provide for an annual grant of options to
purchase 6,600 shares to each Outside Director, which would vest in equal
installments over a three-year period from the date of grant. Until now,
Outside Directors have received only a single grant of stock options. Those who
were members of the Board at the time of the plan's adoption in 1996 received a
grant of options to purchase 43,125 shares and those subsequently elected to
the Board received a grant of options to purchase 7,500 shares (in each case,
as adjusted for the Company's stock split). These initial grants vest in equal
installments over a five-year period, so that the grants made in 1996 will be
fully vested this year.

year period, and annual grants would vest in equal installments over a three-
year period. All grants to employees and Outside Directors would fully vest
upon retirement, death, disability, or a change of control. The proposed
amendments would change the definition of retirement in the case of Outside
Directors to mean termination of service, other than for cause, after at least
five years of Board service.

The proposed amendments would permit the Board of Directors, upon
recommendation of the Compensation Committee, to allow stock options held by
either employees or Outside Directors to be transferred by gift or for estate
planning purposes. The amendments also contain technical changes to the
provisions for adjustment of awards in the event of changes in the Company's
corporate structure which will provide greater flexibility for the Board to
determine the treatment of such awards in the event of future corporate
transactions.

The text of the provisions as amended subject to stockholder approval are
printed as Appendix B of this proxy statement.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENTS TO
THE 1996 STOCK OPTION INCENTIVE PLAN (PROPOSAL NO. 3).

PROPOSAL NO. 4

RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors has appointed PricewaterhouseCoopers LLP to perform
the audit of the Company's consolidated financial statements for the year
ending December 31, 2001, subject to ratification by the Company's stockholders
at the annual meeting. PricewaterhouseCoopers LLP served as the independent
auditors of the Company for the year ended December 31, 2000. Representatives
from PricewaterhouseCoopers LLP will be present at the annual meeting and will
be given the opportunity to make a statement if they so desire, and will be
available to respond to appropriate questions from stockholders.

Schedule of Fees to Independent Auditors

The following table sets forth the aggregate fees billed for professional
services to the Company during the fiscal year ended December 31, 2000 by the
Company's independent auditors, PricewaterhouseCoopers LLP. The Audit Committee
has considered whether the provision of non-audit services to the extent
reflected below is compatible with maintaining the independent auditors'
independence from the Company.

Audit service fees................................................... $198,500
Estimated out-of-pocket expenses at 8%............................... 15,880
--------
Total fees for audit services...................................... $214,380
========
Financial information systems design and implementation service
fees................................................................ 0
All other fees(/1/).................................................. $101,265

- --------
(1) Primarily for tax preparation and tax consulting services.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE APPOINTMENT
OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2001.
Report of the Audit Committee

The Audit Committee of the Board of Directors is comprised of five non-
employee directors, each of whom is independent within the meaning of the rules
of the NASD. In accordance with its written charter adopted by the Board of
Directors (a copy of which is attached as Appendix C), the Audit Committee
assists the Board of Directors in fulfilling its responsibility for oversight
of the Company's accounting, auditing and financial reporting practices.
Management is responsible for preparing the Company's financial statements and
the independent auditors are responsible for examining those statements.

In discharging its oversight responsibility, the Audit Committee (1) reviewed
and discussed the audited financial statements of the Company at and for the
fiscal year ended December 31, 2000 with management and the independent
auditors, (2) discussed with the independent auditors the matters required to
be discussed by Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees," (3) received the written disclosures and
the letter from the independent auditors required by the Independence Standards
Board's Standard No. 1, "Independence Discussions with Audit Committees," and
(4) discussed with the independent auditors the independent auditors'
independence from the Company.

Based on the reviews and discussions with management and the independent
auditors referred to above, the Audit Committee recommended to the Board of
Directors that the Company's audited financial statements be included in its
Annual Report on Form 10-K for the fiscal year ended December 31, 2000, for
filing with the Securities and Exchange Commission.

Submitted by the Audit Committee of the Board of Directors,

Louis C. Grassi John M. Gleason John O. Mead John E. Roe, Sr. Michael J.
Russo
Chairman

OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE ANNUAL MEETING

As of March 17, 2001, the last date for timely filing stockholder proposals
relating to the annual meeting under the Company's bylaws, the Board of
Directors had not received notice of any business, and presently knows of no
business, that will be presented for consideration at the annual meeting other
than as stated in the notice of annual meeting of stockholders which is
attached to this proxy statement. If, however, other matters are properly
brought before the annual meeting, it is the intention of the persons named in
the accompanying proxy to vote the shares represented thereby on such matters
in accordance with their best judgment.

Whether or not you intend to be present at the annual meeting, you are urged
to return your signed and dated proxy promptly or, alternatively, to indicate
your voting instructions over the Internet or by telephone, if available. If
you are present at the annual meeting and wish to vote your shares in person,
your proxy may be revoked by giving the Corporate Secretary notice of your
intention to vote in person.

STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

To Present Proposal at Annual Meeting. The bylaws of the Company provide an
advance notice procedure for a stockholder to properly bring business before an
annual meeting. The stockholder must give written advance notice to the
Corporate Secretary of the Company which must be received not more than ninety
days nor less than sixty days prior to the anniversary of the date of the
immediately preceding annual meeting. In accordance with these provisions, a
stockholder proposal in connection with the 2002 annual meeting of stockholders
must be received by the Corporate Secretary on or before March 23, 2002 in
order to be timely. However, in the event that the date of the forthcoming
annual meeting is more than thirty days after the anniversary date of the prior
year's meeting, such written notice will also be timely if it is received by
the Corporate Secretary by the earlier of (1) the 10th day prior to the
forthcoming meeting date, or (2) the close of business on the 10th day
following the date on which the Company first makes public disclosure of the
meeting date.

The advance notice by stockholders must include the stockholder's name and
address, a representation that the stockholder is a holder of record of the
Company's stock entitled to vote at such meeting (or if the record date for
such meeting is subsequent to the date required for such stockholder notice, a
representation that the stockholder is a holder of record at the time of such
notice and intends to be a holder of record on the date of

such meeting) and intends to appear in person or by proxy at such meeting to
propose such business, a brief description of the proposed business, the reason
for conducting such business at the annual meeting, and any material interest
of such stockholder in the proposed business. In the case of nominations for
election to the Board of Directors, certain information regarding the nominee
must also be provided. Nothing in this paragraph shall be deemed to require the
Company to include in its proxy statement and proxy relating to an annual
meeting any stockholder proposal which does not meet all of the requirements
for inclusion established by the SEC in effect at the time such proposal is
received.

To Include Proposal in the Company's Proxy Statement. In order for a
stockholder proposal to be eligible for inclusion in the proxy materials of the
Company for the 2002 annual meeting of stockholders, it must be received at the
Company's executive offices at 144-51 Northern Boulevard, Flushing, New York
11354-4240 no later than December 6, 2001. Any such proposal shall be subject
to the requirements of the proxy rules adopted under the Securities Exchange
Act of 1934.

MISCELLANEOUS

A copy of the Company's Annual Report on Form 10-K (without exhibits) for the
year ended December 31, 2000, as filed with the SEC, will be furnished without
charge to stockholders of record upon written request to Flushing Financial
Corporation, 144-51 Northern Boulevard, Flushing, New York 11354-4240,
Attention: Anna M. Piacentini. Our Internet address is
http://www.flushingsavings.com. The information and other content on our
website is not part of this proxy statement.

The Report of the Audit Committee, the Report of the Compensation Committee
and the Stock Performance Graph which are set forth in this proxy statement
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent that the Company specifically incorporates the information under such
headings by reference, and shall not otherwise be deemed filed under such Acts.

By Order of the Board of Directors,

/s/ Anna M. Piacentini
Anna M. Piacentini
Corporate Secretary

Flushing, New York
April 5, 2001

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN, DATE
AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE OR, ALTERNATIVELY, TO INDICATE YOUR VOTING INSTRUCTIONS OVER THE
INTERNET OR BY TELEPHONE, IF AVAILABLE.

APPENDIX A

AMENDMENTS TO THE 1996 RESTRICTED STOCK INCENTIVE PLAN

1. The first and second sentences of Section 1.5(a) of the Plan are hereby
amended to read as follows:

"The total number of shares of common stock of the Company ("Common
Stock") which may be received in the form of Restricted Stock by
participants other than Outside Directors shall be 544,750 shares, subject
to adjustment as provided in Section 1.5(c). The total number of shares of
Common Stock which may be received in the form of Restricted Stock by
Outside Directors shall be 175,250 shares, subject to adjustment as
provided in Section 1.5(c)."

2. Section 1.5(c) is hereby amended to read in its entirety as follows:

"In the event of any dividend or other distribution (whether in the form
of cash, Common Stock, other securities, or other property), merger,
consolidation, reorganization, sale of assets, recapitalization, stock
dividend, stock split, spin-off, split-up, split-off, issuance, repurchase
or exchange of securities, or other change in corporate structure affecting
the Common Stock such that an adjustment is determined by the Board to be
appropriate in order to prevent dilution or enlargement of benefits under
the Plan, then the Board shall, in such a manner as it may deem equitable,
adjust any or all of (i) the aggregate number and kind of shares reserved
for issuance under the Plan, (ii) the number and kind of shares or other
property subject to outstanding awards, and (iii) the amounts to be paid by
award holders or the Company, as the case may be, with respect to
outstanding awards; provided, however, that no such adjustment shall
increase the aggregate value of any outstanding award except in
insignificant amounts due to rounding. The Board's determination as to
which adjustments shall be made and the extent thereof shall be final,
binding and conclusive."

3. Section 2.1(a) is hereby amended to read in its entirety as follows:

"(a) The Restricted Stock award shall specify the number of shares of
Restricted Stock to be awarded, the price, if any, to be paid by the
recipient of the Restricted Stock, and the date or dates on which the
Restricted Stock will vest, subject to the following:

(i) The Restricted Stock shall become vested in full on the date the
respective participant terminates his or her employment with the
Company or Subsidiary because of his or her death or disability. For
these purposes, "disability" shall mean that the participant has been
unable to perform the essential functions of his or her employment due
to disability or incapacity for 270 consecutive days or such lesser
period as may be determined by the Board of Directors (upon
recommendation of the Committee) at the time of grant or thereafter;
and

(ii) The Restricted Stock shall become vested in full on the date
the respective participant terminates his or her employment with the
Company or Subsidiary because of retirement. For these purposes,
"retirement" shall mean termination at a time when the participant is
eligible to retire under a retirement program of the Company or one of
its Subsidiaries or as otherwise determined by the Committee."

4. The first paragraph of Section 3.1(a) is hereby amended to read in its
entirety as follows:

"Each person who becomes an Outside Director after May 22, 2001 shall be
granted, as of the date of his or her first election, an initial award (the
"Initial Award") of 3,750 shares of Restricted Stock. As of June 1 of each
year, each person then serving as an Outside Director shall be granted an
annual award (the "Annual Award") of 750 shares of Restricted Stock. If on
any date on which Restricted Stock is to be granted under this Section 3.1
the remaining shares reserved for receipt by Outside Directors under the
Plan are insufficient to enable each Outside Director to receive an award
for the number of shares of Restricted Stock set forth above, each Outside
Director shall be awarded his or her pro rata portion of such remaining
shares. Notwithstanding the foregoing, no award of Restricted Stock shall
be made under this Section 3.1 to any person who has previously received an
employee grant under Article II of the Plan unless the Board of Directors
expressly authorizes awards for such person. All awards of Restricted Stock
under this Article III shall have the following terms and conditions:"

A-1

5. Section 3.1(b) is hereby amended to read in its entirety as follows:

"(b) No Restricted Stock granted under this Article III shall vest until
one year after the date of its grant. Each Initial Award shall vest with
respect to 20% of the underlying shares on the first anniversary of the
date immediately following the date of grant, and an additional 20% of the
underlying shares on each subsequent anniversary thereof, provided that the
participant is an Outside Director on each such anniversary date. Each
Annual Award shall vest with respect to one-third of the underlying shares
on the first anniversary of the date immediately following the date of
grant, and an additional one-third of the underlying shares on each
subsequent anniversary thereof, provided that the participant is an Outside
Director on each such anniversary date."

6. Section 3.1(d) is hereby amended to read in its entirety as follows:

"(d) Notwithstanding the provisions of Section 3.1(b), Restricted Stock
shall become vested in full upon an Outside Director's retirement. For
purposes of this Section 3.1(d), "retirement" shall mean termination of
Board service, other than for Cause, after at least five years of service
as an Outside Director. For purposes of this Plan, termination for "Cause"
shall mean termination for dishonesty or willful misconduct involving moral
turpitude."

A-2

APPENDIX B

AMENDMENTS TO THE 1996 STOCK OPTION INCENTIVE PLAN

1. The first and second sentences of Section 1.5(a) of the Plan are hereby
amended to read as follows:

"The total number of shares of Common Stock which may be received upon
the exercise of Options (including Stock Appreciation Rights related
thereto) by participants other than Outside Directors shall be 1,410,625
shares, subject to adjustment as provided in Section 1.5(c). The total
number of shares of Common Stock which may be received upon the exercise of
Options (including Stock Appreciation Rights related thereto) by Outside
Directors shall be 543,125 shares, subject to adjustment as provided in
Section 1.5(c)."

2. Section 1.5(c) is hereby amended to read in its entirety as follows:

"In the event of any dividend or other distribution (whether in the form
of cash, Common Stock, other securities or other property), merger,
consolidation, reorganization, sale of assets, recapitalization, stock
dividend, stock split, spin-off, split-up, split-off, issuance, repurchase
or exchange of securities, or other change in corporate structure affecting
the Common Stock such that an adjustment is determined by the Board to be
appropriate in order to prevent dilution or enlargement of benefits under
the Plan, then the Board shall, in such a manner as it may deem equitable,
adjust any or all of (i) the aggregate number and kind of shares reserved
for issuance under the Plan, (ii) the number and kind of shares as to which
awards may be granted to any individual in any fiscal year, (iii) the
number and kind of shares or other property subject to outstanding awards,
and (iv) the exercise price of outstanding Options and any other amounts to
be paid by award holders or the Company, as the case may be, with respect
to outstanding awards; provided, however, that no such adjustment shall
increase the aggregate value of any outstanding award except in
insignificant amounts due to rounding.

In addition, upon any reorganization, merger, or consolidation as a
result of which the Company is not the surviving corporation (or survives
as a wholly-owned subsidiary of another corporation), or upon a sale of
substantially all the assets of the Company, or upon the dissolution or
liquidation of the Company, the Board may take such action as it in its
discretion deems appropriate to (i) cash out outstanding Options and Stock
Appreciation Rights at or immediately prior to the date of such event, or
(ii) provide for the assumption of outstanding Options and Stock
Appreciation Rights by surviving, successor or transferee corporations.

The Board's determination as to which adjustments shall be made and the
extent thereof shall be final, binding and conclusive."

3. Section 2.1(c) is hereby amended to read in its entirety as follows:

"(c) Exercisability of Options. Options shall be exercisable at such
time or times and shall be subject to such terms and conditions as shall be
specified in the Option grant, subject to the following:

(i) An Option shall become exercisable in full on the date the
respective option holder terminates his or her employment with the
Company or Subsidiary because of his or her death or disability. For
these purposes, "disability" shall mean that the option holder has been
unable to perform the essential functions of his or her employment due
to disability or incapacity for 270 consecutive days or such lesser
period as may be determined by the Board of Directors (upon
recommendation of the Committee) at the time of grant or thereafter;
and

(ii) An Option shall become exercisable in full on the date the
respective option holder terminates his or her employment with the
Company or Subsidiary because of retirement. For these purposes,
"retirement" shall mean termination at a time when the option holder is
eligible to retire under a retirement program of the Company or one of
its Subsidiaries or as otherwise determined by the Committee."

B-1

4. The first paragraph of Section 3.1(a) is hereby amended to read in its
entirety as follows:

"Each person who becomes an Outside Director after May 22, 2001 shall be
granted, as of the date of his or her first election, an Option to purchase
7,500 shares of Common Stock (the "Initial Option"). As of June 1 of each
year, each person then serving as an Outside Director shall be granted an
Option to purchase 6,600 shares of Common Stock (the "Annual Options"). If
on any date on which Options are to be granted under this Section 3.1 the
remaining shares reserved for receipt by Outside Directors under the Plan
are insufficient to enable each Outside Director to receive an Option to
purchase the number of shares of Common Stock set forth above, each Outside
Director shall be granted an Option to purchase his or her pro rata portion
of such remaining shares. Notwithstanding the foregoing, no grant of
Options shall be made under this Section 3.1 to any person who has
previously received an employee grant under Article II of the Plan unless
the Board of Directors expressly authorizes awards for such person. All
awards of Options under this Article III shall have the following terms and
conditions:"

5. Section 3.1(c) is hereby amended to read in its entirety as follows:

"(c) Exercisability. No Option granted under this Article III shall
become exercisable until one year after the date of its grant. Each Initial
Option shall become exercisable with respect to 20% of the underlying
shares on the first anniversary of the date immediately following the date
of grant, and an additional 20% of the underlying shares on each subsequent
anniversary thereof, provided that the option holder is an Outside Director
on each such anniversary date. Each Annual Option shall become exercisable
with respect to one-third of the underlying shares on the first anniversary
of the date immediately following the date of grant, and an additional one-
third of the underlying shares on each subsequent anniversary thereof,
provided that the option holder is an Outside Director on each such
anniversary date."

6. Section 3.1 (g) is hereby amended to read in its entirety as follows:

"(g) Retirement. Notwithstanding the provisions of Section 3.1(c), any
Option held by an Outside Director whose service as such is terminated by
reason of his or her retirement shall become immediately exercisable and
may be exercised by such option holder for a period of two years following
his or her retirement, provided that in no event shall the exercise period
extend beyond the expiration of the Option term. For purposes of this
Section 3.1(g), termination for "retirement" shall mean termination, other
than for Cause, after at least five years of service as an Outside
Director."

7. Section 4.5 of the Plan is hereby amended to read in its entirety as
follows:

"4.5 Non-transferability.

Unless otherwise provided by the Board of Directors (upon
recommendation of the Committee), (i) Options shall not be transferable
by the option holder other than by will or by the laws of descent and
distribution, and (ii) during the option holder's lifetime, all Options
shall be exercisable only by such option holder. The Board of Directors
(upon recommendation of the Committee), in its discretion, may permit
Options to be transferred by gift or for estate planning purposes to
such transferees and on such terms and conditions as may be determined
by it."

B-2

APPENDIX C

AUDIT COMMITTEE CHARTER

STATEMENT OF PURPOSE

The audit committee will assist the board of directors in fulfilling its
oversight responsibilities. The audit committee will review the financial
reporting process, the systems and processes of internal control and compliance
and the audit process. In performing its duties, the committee will maintain
effective working relationships with the board of directors, management and the
internal and external auditors. To effectively perform his or her role, each
committee member will obtain an understanding of the detailed responsibilities
of committee membership as well as the company's business, operations and
risks.

ORGANIZATION

The committee shall be comprised of three or more directors as determined by
the board of directors, each of whom shall be "independent" within the meaning
of the rules applicable to companies quoted on the Nasdaq National Market.
Committee members shall serve at the pleasure of the board of directors. A
committee chairman shall be designated by the board of directors. All committee
members shall have, at a minimum, a working familiarity with basic finance and
accounting practices, and at least one committee member shall have management
experience or expertise in these areas. Committee members may enhance their
understanding of finance and accounting through educational programs offered by
the company or an outside consultant.

MEETINGS

Meetings of the committee shall be held not less than quarterly. In
furtherance of its purpose, the committee shall provide sufficient opportunity
for the external auditors, the director of internal audit and management to
meet with the committee in separate executive sessions to discuss any matters
that the committee or these groups believe should be discussed privately. The
committee shall make regular reports and appropriate recommendations to the
board of directors.

ROLES AND RESPONSIBILITIES

A. Internal Control

1. Require that the external auditors, internal auditors and management
keep the audit committee informed about fraud, illegal acts, deficiencies
in internal control, and similar matters.

2. Consider whether internal control recommendations made by internal
and external auditors have been implemented by management.

3. Determine the extent to which internal and external auditors review
(i) computer systems and applications, (ii) the security of such systems
and applications, and (iii) the contingency plan for processing financial
information in the event of a systems breakdown.

B. Financial Reporting

1. Meet with management and the external auditors to review annual and
quarterly financial statements, issues related thereto and the results of
the external auditors' annual audit or quarterly review, as the case may
be.

2. Ask management and the internal and external auditors about
significant risks and exposures and the plans to minimize such risks.

3. Consider significant judgments made as to asset and liability
valuation and loan losses.

4. Review management's disposition of proposed audit adjustments
identified by the external auditors.

5. Require that the external auditors communicate their judgment
regarding the integrity of the financial statements to the committee.

C-1

6. To gain insight into the fairness of the statements and disclosures,
obtain views and, where appropriate, explanations from management and from
the internal and external auditors on whether:

. Generally accepted accounting principles have been consistently
applied

. There are any significant or unusual events or transactions

. The company's financial and operating controls are functioning
effectively

. The financial statements contain adequate and appropriate
disclosures

C. Internal Audit

1. Review the activities and organizational structure of the internal
audit function.

2. Review the qualifications of the internal audit function and
participate in the appointment, replacement, reassignment or dismissal of
the director of internal audit.

3. Review the effectiveness of the internal audit function.

4. Review the scope of internal audit's work plan for the year and
receive a summary report of significant findings by internal auditors and
management's response to the conditions reported.

D. External Audit

1. Review the external auditors' proposed audit scope and approach.

2. Review the performance of the external auditors and recommend to the
board of directors the appointment or discharge of the external auditors.

3. Obtain from the external auditors and review the confirmation
required to be provided by the external auditors as to their independence
in accordance with professional standards.

4. Review annually the fee arrangements with the external auditors.

E. Other Responsibilities

1. Require that significant findings and recommendations made by the
internal and external auditors are received and discussed on a timely
basis.

2. Perform other oversight functions as requested by the full board of
directors.

3. Periodically review and assess the adequacy of this Charter and
recommend any proposed changes to the board of directors for approval.

While the committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the committee to plan or conduct internal
control or other audits, or to ascertain the structure of internal controls, or
to determine that the company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is
the responsibility of management and the independent external auditor. Nor is
it the duty of the committee to conduct investigations or to resolve
disagreements, if any, between management and the independent external
auditors.

C-2

FLSBK-PS-01

|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
- -----------------------------------------------------------------------
FLUSHING FINANCIAL CORPORATION
- -----------------------------------------------------------------------

The Board of Directors recommends a vote
FOR the election of all nominees in Item 1 and FOR approval of Items 2, 3 and
4.

Mark box at right if an address change has been noted on the reverse side of [ ]
this card.

CONTROL NUMBER:

RECORD DATE SHARES:

---------------------
Please be sure to sign and date this proxy card. Date
- --------------------------------------------------------------------------------

- ------Stockholder sign here--------------Co-owner sign here--------------------

1. Election of Directors

For
Gerard P. Tully, Sr. For All With- All
James D. Bennett Nominees hold Except
Vincent F. Nicolosi [ ] [ ] [ ]

INSTRUCTION: If you do not wish your shares voted "For" a particular nominee,
mark the "For All Except" box and write that nominee's name in the space below.
- -----------------------------------------------------------------------

2. Approval of certain amendments to the Company's 1996 Restricted For Against Abstain
Stock Incentive Plan. [ ] [ ] [ ]

3. Approval of certain amendments to the Company's 1996 Stock Option For Against Abstain
Incentive Plan. [ ] [ ] [ ]

4. Ratification of the appointment of PricewaterhouseCoopers LLP as For Against Abstain
the independent auditors of the Company. [ ] [ ] [ ]

In their discretion, the proxies are authorized to vote upon other business as
may properly come before the meeting or at any adjournment thereof.

The shares represented by this proxy will be voted as directed by the
stockholders. If no direction is given when the duly executed proxy is returned,
such shares will be voted FOR the election of all nominees in Item 1 and FOR
approval of Items 2, 3 and 4.

Please mark, date and sign as your name(s) appear(s) hereon and return in the
enclosed envelope. If acting as executor, administrator, trustee, guardian,
etc., you should so indicate when signing. If the signer is a corporation,
please sign the full corporate name, by duly authorized officer. If the signer
is a partnership, please sign partnership name by authorized person. If shares
are held jointly, each stockholder named should sign.

- --------------------------------------------------------------- --------------------------------------------------------
DETACH CARD DETACH CARD

------------------------- -------------------
Vote by Telephone Vote by Internet
------------------------- -------------------
Call Toll-Free on a Touch-Tone Phone
Follow these four easy steps: Follow these four easy steps:
------------------------------------------------------------ -------------------------------------------------------------------

1. Read the accompanying Proxy Statement and Proxy Card. 1. Read the accompanying Proxy Statement and Proxy Card.
2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/ffic
There is NO CHARGE for this call. 3. Enter your Control Number located on your Proxy Card.
3. Enter your Control Number located on your Proxy Card. 4. Follow the instructions provided.
4. Follow the recorded instructions.
------------------------------------------------------------ -------------------------------------------------------------------

Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/ffic anytime!

Do not return your Proxy Card if you are voting by Telephone or Internet

FLUSHING FINANCIAL CORPORATION

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 2001

The undersigned hereby appoints Anna M. Piacentini and Monica C. Passick, and
either of them, proxies for the undersigned, with full power of substitution and
revocation in each, to vote all shares of Flushing Financial Corporation Common
Stock which the undersigned may be entitled to vote at the Annual Meeting of
Stockholders of Flushing Financial Corporation to be held on Tuesday, May 22,
2001 at 2:00 p.m., New York time, at the LaGuardia Marriott located at 102-05
Ditmars Boulevard, East Elmhurst, New York 11369, or at any adjournment thereof.

Please indicate your vote by telephone or over the Internet as described on the
reverse side of this proxy card, or mark, date, sign and return this proxy as
indicated on the reverse side to vote on any item. If you wish to vote by mail
in accordance with the Board of Directors' recommendations, please sign on the
reverse side and return promptly in the enclosed envelope; no boxes need to be
checked.

IF YOUR ADDRESS HAS CHANGED, PLEASE INDICATE NEW ADDRESS BELOW.

- --------------------------------------------------------------------------------