Non-employee Directors Retirement Benefit Plan

LONG ISLAND BANCORP, INC.






Non-Employee Directors Retirement Benefit Plan






October 21, 1994

As amended June 24, 1997



and



As further amended December 31, 2008








LONG ISLAND BANCORP, INC.




Non-Employee Directors Retirement Benefit Plan






TOPIC PAGE

Purpose 1
Definitions 1
Retirement Benefits 3
Plan Administration 4
General Provisions 4







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LONG ISLAND BANCORP, INC.



Non-Employee Directors Retirement Benefit Plan



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1. Purpose . The purpose of the Non-Employee Directors Retirement Benefit Plan (the "Plan") is to strengthen the ability of Long Island Bancorp, Inc. (the "Company") to attract and retain the services of experienced and knowledgeable non-employee directors through the provision of reasonable and competitive benefits upon the retirement of such directors from the Company's Board of Directors (the "Board").



2. Definitions . For purposes of the Plan, the following terms shall have the meanings set forth below:



2.1 "Bank" means The Long Island Savings Bank, FSB.



2.2 "Beneficiary" means the person or persons designated by the Eligible Director to receive benefits under this Plan in the event of the Eligible Director's death.



2.3 "Board" means the Board of Directors of the Company, as constituted from time to time.



2.4 "Change of Control" means (a) a change in control of the Bank or the Company of a nature that would be required to be reported in response to Item 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Exchange Act, other than any change in control directly related to or in connection with the conversion of the Bank from a federally chartered mutual savings bank to a federally chartered stock savings bank; (b) a change in control of the Bank or the Company within the meaning of 12 U.S.C. a7 1817(i), the Change in Bank Control Act, and 12 C.F.R. a7 574.4 of the Acquisition of Control of Savings Association regulations of the office of Control of Savings Association regulations of the Office of Thrift Supervision, other than any change in control directly related to or in connection with the conversion of the Bank from a federally chartered mutual savings bank to a federally chartered stock savings bank; (c) individuals who constitute the Board as of the effective date of the Plan (the "Incumbent Board") cease for any reason, including in connection with the conversion of the Bank from a federally chartered mutual savings bank to a federally chartered stock savings bank, to constitute at least a majority thereof, provided that any person becoming a director subsequent to the effective date of the Plan whose election was approved by a vote of at least three-quarters of the directors then comprising the Incumbent Board, or whose nomination for election by the Company's shareholders, as the case may be, was approved by the Company's nominating committee then serving under the Board, shall be, for purposes of this clause (c), considered as though he or she was a member of the Incumbent Board (but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual threatened solicitation of proxies or consents); (d) approval by the shareholders of the Bank or the






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Company, as the case may be, of a reorganization, merger or consolidation, or the consummation of any such reorganization, merger or consolidation, other than, in any case (i) any such transaction occurring in connection with or directly related to the conversion of the Bank from a federally chartered mutual savings bank to a federally chartered stock savings bank, or (ii) a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the beneficial owners, immediately prior to such reorganization, merger or consolidation, of the Voting Interest in the Company beneficially own, directly or indirectly, immediately after such reorganization, merger or consolidation more than eighty percent (80%) of the Voting Interest of the corporation or other entity resulting from such reorganization, merger or consolidation in substantially the same proportions as their respective ownership, immediately prior to such reorganization, merger or consolidation, of the Voting Interest in the Company; (e) approval by the shareholders of the Bank or the Company, as the case may be, of (i) a complete liquidation or dissolution of the Bank or the Company, or (ii) the sale or other disposition of all or substantially all of the assets of the Company, or the occurrence of any such liquidation, dissolution, sale or other disposition, other than, in any case, to a Subsidiary, directly or indirectly, of the Company, or any Affiliate, or in connection with or directly related to any conversion of the Bank from a federally chartered mutual savings bank to a federally chartered stock savings bank; and/or (f) the solicitation of proxies from shareholders of the Company, by someone other than the current management of the Company and without the approval of the Board, seeking shareholder approval of a plan of reorganization, merger or consolidation of the Bank and/or the Company with one or more corporations as a result of which the shareholders' interests in the Bank and/or the Company are actually exchanged for or converted into securities not issued by the Bank and/or the Company.



2.5 "Company" means Long Island Bancorp, Inc., a Delaware corporation, or any successor corporation.



2.6 "Credited Service" means the number of years (rounded up to the next whole number) which represents an Eligible Director's years of service as a director of the Bank or the Company (including partial years of service and ...