"THIS DOCUMENT IS A COPY OF THE DEFINITIVE PROXY STATEMENT FILED ON
MARCH 4, 1996 PURSUANT TO 201 TEMPORARY HARDSHIP EXEMPTION."
THE FIRST OF LONG ISLAND CORPORATION
10 Glen Head Road
Glen Head, New York 11545
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 16, 1996
March 4, 1996
To the Stockholders of
The First of Long Island Corporation:
Notice is hereby given that the Annual Meeting of Stockholders of THE FIRST OF
LONG ISLAND CORPORATION will be held at the OLD BROOKVILLE OFFICE, 209 GLEN
HEAD ROAD, GLEN HEAD, NEW YORK, on Tuesday, April 16, 1996, at 3:30 P.M.
local time for the following purposes:
(1) To elect Directors.
(2) To approve adoption of The First of Long Island Corporation Stock Option
and Appreciation Rights Plan.
(3) To transact any other business as may properly come before the meeting.
Only stockholders of record at the close of business on February 28,
1996 are entitled to notice of and to vote at such meeting or any adjournment
thereof.
By Order of the Board of Directors
Arthur J. Lupinacci, Jr.
Senior Vice President and Secretary
IMPORTANT -- PLEASE MAIL YOUR PROXY PROMPTLY.
IN ORDER THAT THERE MAY BE PROPER REPRESENTATION AT THE MEETING,
YOU ARE URGED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE
ENVELOPE PROVIDED. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
<PAGE>
THE FIRST OF LONG ISLAND CORPORATION
10 Glen Head Road
Glen Head, New York 11545
(516) 671-4900
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
The accompanying proxy is being solicited by the Board of Directors of The
First of Long Island Corporation (the "Corporation") for use at the Annual
Meeting of Stockholders to be held at 3:30 P.M.local time at the Old Brookville
Office, 209 Glen Head Road, Glen Head, New York, on April 16, 1996. The
approximate date on which proxy statements and forms of proxy are first being
sent or given to stockholders is March 4, 1996.
Proxies in the accompanying form which are properly executed and duly
returned to the management of the Corporation will be voted at the meeting.
Each proxy granted may be revoked at any time prior to its exercise either by
written notice filed with the secretary of the meeting or by oral notice given
during the meeting by the stockholder to the presiding officer of the meeting.
The entire expense of preparing, assembling and mailing the enclosed
material will be borne by the Corporation. In addition to using the mails,
directors, officers and employees of The First National Bank of Long Island
(the "Bank"), a wholly-owned subsidiary of the Corporation, acting on behalf of
the Corporation, and without extra compensation, may solicit proxies in person,
by telephone or by telecopier.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
The only class of voting securities of the Corporation is its Common Stock,
$.10 par value ("Common Stock"), each share of which entitles the holder
thereof to one vote except in the election of directors, where votes may be
cumulated as described below. Only stockholders of record at the close of
business on February 28, 1996 are entitled to notice of and to vote at the
meeting.
For the election of directors, each share is entitled to as many
votes as there are directors to be elected, and such votes may be cumulated
and voted for one nominee or divided among as many different nominees as is
desired. If authority to vote for any nominee or nominees is withheld on any
proxy, the votes will then be "spread" among the remaining nominees.
As of February 2, 1996, there were issued 2,096,542 shares of the Common
Stock, all of which were outstanding and entitled to vote. Such outstanding
shares reflect a fifty percent (50%) stock dividend distributed on
February 2, 1996 to stockholders of record as of January 8, 1996. To the
best knowledge of the Corporation, the only persons owning beneficially
more than five percent (5%) of the Common Stock of the Corporation as of
February 2, 1996 are identified in the table below.
<TABLE>
<CAPTION> Title of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Ownership of Class
<S> <C> <C> <C> <C>
Common Sidney Canarick 169,150 shares (1) 8.07
Stock 25 Glen Street
($.10 par value) Glen Cove, N.Y. 11542
</TABLE>
1
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Title of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Ownership of Class
Common Paul T. Canarick 169,150 shares (1) 8.07
Stock Cedar Lane
($.10 par value) Glen Cove, N.Y. 11542
Common Zachary Levy 159,079 shares 7.59
Stock 125 Jerusalem Avenue
($.10 par value) Hicksville, N.Y. 11801
<FN>
(1) Including 157,980 shares in the names of Sidney Canarick and Jean C.
Canarick, his wife, (Mr. Paul T. Canarick's parents) as Trustees under
a Trust Agreement dated May 27, 1992; 7,050 shares in the name of Jean C.
Canarick, Dr. Canarick's wife; and 4,120 shares in the name of Paul T.
Canarick. Pursuant to applicable rules, Sidney Canarick and Paul T.
Canarick are both deemed to be beneficial owners of the foregoing shares.
</TABLE>
<TABLE>
<CAPTION>
Furnished below is information with respect to the beneficial ownership of the
Corporation's Common Stock as of February 2, 1996 by all directors and nominees,
by the executive officers of the Corporation named in the Summary Compensation
Table, and by directors and executive officers of the Corporation as a group.
<S> <C> <C> <C> <C>
Title of Name of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
Common Paul T. Canarick 169,150 (1) 8.07
Stock William J. Catacosinos 300 (2) .01
($.10 par value) Beverly Ann Gehlmeyer 22,810 (3) 1.09
Howard Thomas Hogan, Jr. 20,762 (4) .99
J. William Johnson 54,171 (5) 2.53
J. Douglas Maxwell, Jr. 5,050 (6) .24
John R. Miller, III 1,339 (7) .06
Arthur J. Lupinacci, Jr. 11,265 (8) .53
Donald L. Manfredonia 8,417 (9) .40
Joseph G. Perri 5,100 (10) .24
John C. Sansone 2,850 (11) .14
Directors and Executive
Officers as a group 310,899 (12) 14.29
<FN>
(1) Including 157,980 shares in the names of Sidney Canarick and Jean C.
Canarick (Mr. Paul T. Canarick's parents) under a Trust Agreement dated
May 27, 1992; and 7,050 shares in the name of Jean C. Canarick, Mr. Paul
T. Canarick's mother.
(2) Held by Prudential Securities, Inc., for the benefit of William J. &
Florence Catacosinos.
(3) Including 1,936 shares in the name of Robert Val Gehlmeyer, Mrs.
Gehlmeyer's husband; 3,522 shares in the name of Gehlmeyer & Gehlmeyer,
P.C. Retirement Trust; 595 shares in the name of Robert Val Gehlmeyer,
Jr., Mrs. Gehlmeyer's son; and 1,375 shares in the name of Merrill Lynch
as nominee for Robert Val Gehlmeyer, Jr.
(4) Including 121 shares in the name of Judith A. Hogan, Mr. Hogan's wife;
11,010 shares in the name of Mr. Hogan as Trustee for the benefit of his
children, Howard, Kathryn, and Margaret Hogan; 574 shares in the name of
Mr. Hogan as Trustee for the Hogan Family Trust; 175 shares, 106 shares,
and 100 shares in the respective names of Howard, Kathryn, and Margaret,
Mr. Hogan's children; and 75 shares in the name of Prudential Securities
for the benefit of Mr. Hogan's son, Howard Thomas Hogan, III.
2
<PAGE>
(5) Including 409 shares in the name of Gail G. Johnson, Mr. Johnson's wife;
2,053 shares in the name of Prudential Securities, Inc. as custodian for
Mr. Johnson under an Individual Retirement Account; and 46,468 shares
which are not presently owned, but which are deemed beneficially owned
under Securities and Exchange Commission Rule 13d-3(d)(1) because they
could be acquired by the exercise of stock options.
(6) Including 3,750 shares held through Smith Barney, Inc. for the benefit
of J. Douglas Maxwell, Jr. Retirement Account, and 1,300 shares held by
Cede & Co. for the benefit of J. Douglas Maxwell, Jr.
(7) Including 1,321 shares registered in the name of Cede & Co. held through
Wheat, First Securities, Inc. for the benefit of John R. Miller, III.
(8) Including 10,890 shares which are not presently owned, but which are
deemed beneficially owned under Securities and Exchange Commission Rule
13d-3(d)(1) because they could be acquired by the exercise of stock
options.
(9) Including 8,227 shares which are not presently owned, but which are deemed
beneficially owned under Securities and Exchange Commission Rule
13d-3(d)(1) because they could be acquired by the exercise of stock
options.
(10) Including 4,800 shares which are not presently owned, but which are deemed
beneficially owned under Securities and Exchange Commission Rule
13d-3(d)(1) because they could be acquired by the exercise of stock
options; and 300 shares in the name of Smith Barney, Inc. as custodian for
Joseph G. Perri under an Individual Retirement Account.
(11) Including 2,700 shares which are not presently owned, but which are deemed
beneficially owned under Securities and Exchange Commission Rule
13d-3(d)(1) because they could be acquired by the exercise of stock
options.
(12) Including 79,760 shares which are not presently owned, but which are deemed
beneficially owned under Securities and Exchange Commission Rule
13d-3(d)(1) because they could be acquired by the exercise of stock
options.
</FN>
</TABLE>
ELECTION OF DIRECTORS
The Board of Directors of the Corporation presently consists of seven members
classified into two classes, Class I with three members and Class II with four
members, with each director to serve a two year term. Only one class of
directors is elected at each annual meeting of stockholders. The following
table sets forth the present composition of the Board
<TABLE>
<S><C> <C> <C>
Expiration
Name Class of Term
------------------------ ------- ------------
Howard Thomas Hogan, Jr. I 1997
Paul T. Canarick II 1996
William J. Catacosinos II 1996
J. Douglas Maxwell, Jr. I 1997
Beverly Ann Gehlmeyer II 1996
John R. Miller, III I 1997
J. William Johnson II 1996
</TABLE>
At a meeting of the Board of Directors held on July 21, 1995, Dr. Catacosinos
was elected in accordance with the Corporation's By-Laws to serve on the Board
as a Class II director until the annual meeting of stockholders. The nominees
for election at this meeting will be the Class II directors. It is intended
that shares represented by properly executed proxies will be voted at the
meeting in accordance with the marking indicated thereon and, in the absence
of contrary indication, for the election of Dr. Catacosinos and for the
re-election of Mrs. Gehlmeyer, and Messrs. Canarick and Johnson, each to hold
office until the 1998 Annual Meeting of Stockholders or until his or her
successor is elected and qualified. If at the time of the 1996 Annual Meeting
any of the nominees named above is not available to serve as a director (an
event which management does not now anticipate), the proxies will be voted for
the election as director of such other person or persons as the Board of
Directors may designate.
The Board of Directors recommends a vote IN FAVOR OF all named nominees.
3
<PAGE>
<TABLE>
<CAPTION>
Information about the nominees and directors continuing in office follows:
<S><C> <C> <C>
Principal Occupations for Last Director
Name 5 Years and Other Directorships Since
---------------- ------------------------------- -------
Paul T. Canarick President and Principal, 1992
(Age 39) Paul Todd, Inc.
(Construction Company)
William J. Catacosinos Chairman, President, 1995
(Age 65) and Chief Executive Officer,
Long Island Lighting Company, Inc.
(Gas and Electric Utility);
Director, U.S. Life Corp.;
Long Island Association, and the
Business Alliance for a New, New York
Beverly Ann Gehlmeyer Tax Manager and Principal, 1978
(Age 64) Gehlmeyer & Gehlmeyer, P.C.
(Certified Public Accounting Firm)
Howard Thomas Hogan, Jr. Partner, Hogan & Hogan, Lawyer 1978
(Age 51) (Private Practice);
Director, Huntington Community
First Aid Squad, Inc., and
Stat Design, Inc.
J. William Johnson Chairman of the Board, President, 1979
(Age 55) and Chief Executive Officer,
The First of Long Island Corporation;
Chairman of the Board, President,
and Chief Executive Officer,
The First National Bank of Long Island;
Director, Federal Reserve Bank of New York
J. Douglas Maxwell, Jr. Chairman, Chief Executive Officer, 1987
(Age 54) and Director, Empower, Inc.
(Medical Imaging Distributor);
Consultant and Former President,
Chemco Technologies, Inc.
(Graphic Arts Photographic
Manufacturer);
Director, Kollmorgen Corporation, and
Slater Development Corp.
John R. Miller, III President and Publisher, 1982
(Age 55) Equal Opportunity Publications, Inc.
(Publishing);
Director, The Middleby
Corporation and Middleby
Marshall, Inc.
</TABLE>
The years set forth above are those in which the persons named became directors
of the Bank. Mrs. Gehlmeyer and Messrs. Hogan, Johnson, and Miller became
directors of the Corporation upon its formation in 1984. Dr. Catacosinos and
Messrs. Canarick and Maxwell became directors of the Corporation and the Bank
in the years set forth next to their names.
4
<PAGE>
COMPENSATION OF DIRECTORS
All of the members of the Board of Directors of the Corporation also serve
on the Board of Directors of the Bank. Directors are paid for their services as
directors of the Bank and of the Corporation. Directors of the Corporation are
paid a quarterly retainer of $1,000. The Board of Directors of the Bank
currently holds 12 regular meetings a year and such special meetings as deemed
advisable to review significant matters. Directors of the Bank are paid $750
for each regular Board meeting and $500 for each special Board meeting. Members
of the Bank's Compensation, Examining, Compliance, and Trust Investment
Committees receive annual retainers of $500 per committee. Members of the
Corporation's Nominating Committee receive an annual retainer of $200. The
Chairman of the Corporation's Nominating Committee receives an annual retainer
of $500. The Chairmen of the Bank's Compensation, Examining, Compliance, and
Trust Investment Committees are paid an annual retainer of $1,500 each. Members
of the Bank's Loan Committee are paid $200 for each meeting. Mr. Johnson does
not receive director fees or committee fees from the Bank or the Corporation.
BOARD COMMITTEES AND MEETINGS
The Board of Directors of the Corporation has two committees: the Stock
Option Committee and the Nominating Committee.
The Stock Option Committee is responsible for the administration of the
Corporation's Stock Option and Appreciation Rights Plan, including the
selection of optionees and the determination of the timing, duration, amount
and type of each award. The Committee consists of J. Douglas Maxwell, Jr.,
Beverly Ann Gehlmeyer and John R. Miller, III. No member of the Committee is
eligible to receive options or rights under the plan. The Committee met once
during 1995.
The Nominating Committee is responsible for the nomination of individuals
to the Board of Directors of the Corporation and the Bank. The members of the
Nominating Committee are Howard Thomas Hogan, Jr., Beverly Ann Gehlmeyer, and
John R. Miller, III. The Nominating Committee will consider nominees proposed
by security-holders in accordance with the provisions of the By-Laws
establishing the information and notice requirements for such nominations. The
Committee met once during 1995.
The Board of Directors of the Bank has six committees: an Examining
Committee, a Compensation Committee, a Loan Committee, a Trust Audit Committee,
a Compliance Committee, and a Trust Investment Committee.
The Examining Committee recommends the engagement of independent public
accountants and reviews with them the plan and scope of their audit for each
year, the status of their audit during the year and the results of such audit
when completed. The Committee also reviews with the internal auditors the plan,
scope and results of their operations and the results of regulatory authority
examinations. The members of the Examining Committee are Beverly Ann Gehlmeyer,
John R. Miller, III, and Paul T. Canarick. During 1995, the Committee held 4
meetings.
The Compensation Committee recommends to the full Board salary policy,
management succession, compensation of officers, and incentive compensation.
The members of the Compensation Committee are J. Douglas Maxwell, Jr., John
R. Miller, III and Beverly Ann Gehlmeyer. During 1995, the Committee held 6
meetings.
The Loan Committee consists of members who, except for Mr. Johnson, are
not officers of the Bank. Any two of such members who are not officers meet
with the officers of the Bank to review and approve substantial loans. The
members of the Loan Committee are Paul T. Canarick, Beverly Ann Gehlmeyer,
Howard Thomas Hogan, Jr., J. Douglas Maxwell, Jr., John R. Miller, III, and
J. William Johnson. During 1995, the Committee held 16 meetings.
The Trust Audit Committee is responsible for considering the adequacy of
the internal controls of the Bank's Trust and Investment Services Department
and meets with the independent public accountants and appropriate Bank
personnel and internal auditors to review audit results. The members of the
Trust Audit
5
<PAGE>
Committee are Beverly Ann Gehlmeyer, John R. Miller, III, and Paul T. Canarick.
During 1995, the Committee held 4 meetings, which were joint meetings with the
Examining Committee meetings.
The Compliance Committee is responsible for insuring the Bank's performance
of its obligations under the various laws and regulations affecting consumers,
including the Federal Community Reinvestment Act. The members of the Committee
are John R. Miller, III, and Howard Thomas Hogan, Jr. The Committee met 4
times during 1995 and each meeting was attended by one or more officers of the
Bank whose duties relate to compliance with such laws and regulations.
The Trust Investment Committee is responsible for the review of all
fiduciary relationships, compliance, and management of Trust and Investment
Services Department activities as well as reviewing and approving investment
securities and programs considered suitable for Trust and Investment clients
for which the Bank has a fiduciary responsibility. The members of the
Committee are J. Douglas Maxwell, Jr., Howard Thomas Hogan, Jr., and J. William
Johnson. During 1995, the Committee held 4 meetings.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Corporation held 10 meetings during 1995. All
directors attended at least 75% of the aggregate number of Board meetings
and committee meetings on which such directors served.
MANAGEMENT
The following tables contain information about the executive officers of
the Corporation and the Bank:
<TABLE>
<S><C> <C> <C> <C> <C>
Executive Officers Term of Officer
of the Corporation Age Present Capacity Office Since
----------------------- ---- ----------------------- ------ ------
J. William Johnson 55 Chairman of the Board, 3 yrs. 1984
President, and Chief
Executive Officer
Arthur J. Lupinacci, Jr. 55 Senior Vice President 1 yr. 1985
and Secretary
William J. White 64 Vice President and 1 yr. 1984
Treasurer
Richard Kick 38 Vice President 1 yr. 1991
Donald L. Manfredonia 44 Vice President 1 yr. 1987
Joseph G. Perri 44 Vice President 1 yr. 1990
John C. Sansone 40 Vice President 1 yr. 1992
</TABLE>
<TABLE>
<S><C> <C> <C> <C> <C>
Executive Officers Term of Officer
of the Bank Age Present Capacity Office Since
------------------------ ---- ----------------------- ------ ------
J. William Johnson 55 Chairman of the Board, 1 yr. 1979
President, and Chief
Executive Officer
Arthur J. Lupinacci, Jr. 55 Executive Vice President 1 yr. 1985
William J. White 64 Senior Vice President, 1 yr. 1981
Controller and Cashier
Richard Kick 38 Senior Vice President 1 yr. 1991
Donald L. Manfredonia 44 Senior Vice President 1 yr. 1982
</TABLE>
6
<PAGE>
<TABLE>
<S><C> <C> <C> <C> <C>
Executive Officers Term of Officer
of the Bank Age Present Capacity Office Since
------------------------ ---- ----------------------- ------ ------
Joseph G. Perri 44 Senior Vice President 1 yr. 1990
John C. Sansone 40 Senior Vice President 1 yr. 1992
</TABLE>
The following executive officers have been employed by the Corporation and
the Bank for less than five years:
(i) Richard Kick. Mr. Kick had over 14 years experience in consumer lending
with Oxford Credit Corporation, Ensign Bank, and Chemical Bank.
(ii) John C. Sansone. Mr. Sansone had over 16 years experience in the area of
trust and investment banking with North Fork Bank and Trust Company and
Long Island Trust Company.
COMPENSATION OF EXECUTIVE OFFICERS
Furnished below is information with respect to the aggregate compensation
paid or accrued during the fiscal year ended December 31, 1995 to the Chief
Executive Officer and to each of the additional four most highly compensated
executive officers of the Bank who received compensation of more than $100,000
for services rendered to the Corporation or the Bank. This information is
provided pursuant to the Securities and Exchange Commission executive
compensation disclosure rules for proxy statements. All of the listed officers
are also officers of the Corporation but received salaries only from the Bank;
no compensation for their employment, other than Stock Options or Stock
Appreciation Rights (SARs), was received from the Corporation. The Incentive
Compensation Plan under which the bonuses were paid is described below.
SUMMARY COMPENSATION TABLE
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Other Securities
Annual Underlying All Other
Annual Compensation Compen- Options/ Compensation
Name and ---------------------
Principal Position Year Salary ($) Bonus ($) sation ($)(1) SARs (#)(2) ($)(3)
---------------------- ---- -------- --------- ------------ ----------- ----------
J. William Johnson 1995 $277,477 $76,410 $64,645 7,800 $29,735
Chairman of the Board, 1994 258,910 89,000 2,550 57,500
Director, President, and 1993 247,832 76,800 2,550 45,087
Chief Executive Officer
Arthur J. Lupinacci, Jr. 1995 157,930 34,660 1,800 13,500
Executive Vice President 1994 143,352 35,800 1,800 12,555
1993 133,468 31,850 1,800 11,700
Donald L. Manfredonia 1995 117,972 21,160 1,050 10,350
Senior Vice President 1994 113,798 24,200 1,050 9,900
1993 108,646 24,260 1,050 9,450
Joseph G. Perri 1995 113,103 20,570 1,050 9,945
Senior Vice President 1994 105,156 23,000 1,050 9,180
1993 101,180 19,900 1,050 8,820
John C. Sansone 1995 113,140 16,850 1,050 9,720
Senior Vice President 1994 102,732 21,500 1,050 8,820
1993 97,233 21,200 600 7,440
<FN>
(1) Amounts reimbursed during the fiscal year for the payment of taxes.
(2) All numbers have been adjusted to reflect stock dividend.
(3) Represents amounts contributed by the Bank in 1995 under the Bank's
Profit Sharing Plan and profit sharing contributions under the Bank's
Supplemental Executive Retirement Program ("SERP"), less the portion of
such contributions which have already been reported in prior years as
contributions to the "Rabbi Trust" maintained under the Bank's previous
Supplemental Retirement Benefits Plan. The pension contributions made
by the Bank under the SERP in 1995 are reflected in the pension table.
</TABLE>
7
<PAGE>
Board Compensation Committee Report
The Corporation's executive compensation program is administered by the
Compensation Committee of the Bank's Board of Directors. The Committee is
composed of three independent directors not employed by the Bank or the
Corporation.
Compensation for executive officers is twofold; that is, compensation is
paid through both direct salary and incentive bonuses under the Bank's
Incentive Compensation Plan. The payment of both types of compensation is
approved by the Compensation Committee. Following the approvals by the
Compensation Committee, the full Board of Directors approves the salary package
for all executive officers and reviews the proposed payment of incentive
compensation pursuant to the Incentive Compensation Plan.
In addition, the Committee adheres to the practice that compensation for
executive officers be directly and materially linked to individual performance,
inflation considerations, and to what is paid to individuals in similar
positions within the industry. As such, (1) salaries are also related to the
Bank in light of expected profits, and (2) incentive compensation, a very
objective means of rewarding individual performance, is paid pursuant to the
Incentive Compensation Plan on the basis of goal achievement. Goals are set
(both monetary and nonmonetary) by and for the individual as to his own
objectives and goals and set for the Bank as to profit performance and
achievement of certain ratings as to financial strength.
Regarding Mr. Johnson's compensation, the Committee has considered, in
addition to the factors described above, the profitability and growth of the
Corporation during Mr. Johnson's tenure as Chief Executive Officer.
J. Douglas Maxwell, Jr.
John R. Miller, III
Beverly Ann Gehlmeyer
COMPENSATION PURSUANT TO PLANS
Pension Plan
The Bank is a participant in the New York State Bankers Retirement System
Pension Plan ("Plan") and maintains the Supplemental Executive Retirement
Program ("SERP") described below. Set forth below are estimated annual
benefits payable upon retirement to persons in specified classifications,
based on compensation and years of service.
<TABLE>
<CAPTION>
Years of Creditable Service
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Annual Average
Compensation 10 15 20 25 30 35
- ---------------------------------------------------------------------------------------
$100,000 $16,230 $ 24,345 $ 32,460 $ 40,575 $ 48,690 $ 56,805
125,000 20,605 30,907 41,210 51,512 61,815 72,117
150,000 24,980 37,470 49,960 62,450 74,940 87,430
175,000 29,355 44,032 58,710 73,387 88,065 102,742
200,000 33,730 50,595 67,460 84,325 101,190 118,055
225,000 38,105 57,157 76,210 95,262 114,315 133,367
250,000 42,480 63,720 84,960 106,200 127,440 148,680
300,000 51,230 76,845 102,460 128,075 153,690 179,305
400,000 68,730 103,095 137,460 171,825 206,190 240,555
450,000 77,480 116,220 154,960 193,700 232,440 271,180
500,000 86,230 129,345 172,460 215,575 258,690 301,805
</TABLE>
<PAGE>
The Plan covers employees who are over the age of 21 years and have been
employed for over one year. The normal retirement age is 65, and early
retirement may be taken after age 55 with reduced benefits. However, an
unreduced benefit is available at age 62 or above to a participant with at
least 10 years of service whose employment terminates after age 55 and who
begins receiving benefits after attaining age 62. Upon their retirement,
participants are paid a benefit in the form of a joint and survivor annuity
computed by (i) multiplying the participants' final average compensation (the
average of the participants' taxable compensation during the five highest
consecutive years of employment) by the product of 1.75 percent and the
participants' credited years of service (to a maximum of 35 years), (ii) adding
the product of 1.25 percent and the participants' credited years of service
in excess of 35 years (up to five such years), and (iii) subtracting the product
of .49 percent of the participants' final three year average compensation
(limited to covered compensation) and the participants' credited years of
service (to a maximum of 35 years). The .49 percent represents the minimum
Social Security offset to the pension benefit.
The Bank makes annual payments to a trust fund, computed on an actuarial
basis, to fund these benefits. A contribution of $251,577 was required for
1995. Employees also make contributions of 2 percent of their compensation. An
employee becomes fully vested after 5 years of participation in the Plan. No
vesting occurs during that 5 year period.
Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as
amended, limit the annual benefits which may be paid from a tax-qualified
retirement plan. Any benefits which may be above the limits under these
sections would be payable under the SERP. The current compensation covered by
the Plans for the named executive officers is equal to the sum of the salary and
bonus set forth in the Summary Compensation Table.
The credited years of service, for purposes of calculating benefits, for
the executive officers of the Bank named in the Summary Compensation Table and
all executive officers of the Bank as a group are as follows: Mr. Johnson - 15
years; Mr. Lupinacci - 9 years; Mr. Manfredonia - 12 years; Mr. Perri - 4
years; Mr. Sansone - 2 years; and all executive officers as a group - 58 years.
Employment Contract
Mr. Johnson has an employment contract with the Corporation pursuant to
which he is employed in the positions of President and Chief Executive Officer
of the Corporation, Chairman of the Board of both the Corporation and the Bank,
and such other senior executive positions in the Corporation or the Bank as may
be determined by the Board of Directors of the Corporation or the Bank. The
contract, which has recently been signed, has a term of three years effective on
January 1, 1996. The term of the contract is automatically extended at the
expiration of each year for an additional period of one year, resulting in a new
three year term, unless either party elects not to extend the term. The contract
provides for a base annual salary of $280,000 to be paid by the Corporation or
the Bank. The base annual salary includes services as a director of the
Corporation and the Bank.
Under this contract, Mr. Johnson is entitled to severance compensation. In
the event of a termination of employment following a change of control or
generally upon an involuntary termination of employment, Mr. Johnson is entitled
to receive a single sum payment equal to three times the base annual salary
under his contract, together with continued insurance coverage.
Retirement Plan for Directors
On June 18, 1991, the Board of Directors of the Bank adopted The First
National Bank of Long Island Retirement Plan for Directors (the "Retirement
Plan"). In order to be eligible to receive benefits under the Retirement Plan,
a retired director must have served on the Board of Directors for three (3)
years and, except in the case of retirement due to substantial physical
disability, must have attained the age of sixty (60) years. Pursuant to the
terms of the Retirement Plan, an eligible director receives a credit (the
"Credit Percentage") of ten percent (10%) multiplied by the number of years of
service on the Board, to a
9
<PAGE>
maximum of one hundred percent (100%). The annual benefit (the "Annual Benefit")
under the Retirement Plan is equal to the monthly Board of Directors attendance
fee in effect as of the date of the director's retirement, multiplied by twelve
(12) and then multiplied by the Credit Percentage. The Annual Benefit is
payable for a period of seven (7) years from the date of retirement (the
"Payment Period"), in quarterly installments. In the event of the death of a
director or a retired director, the surviving spouse of such director shall be
entitled to receive an annual payment equal to seventy-five percent (75%) of
the Annual Benefit, calculated as set forth above, and payable over the
remainder of the applicable Payment Period.
Profit Sharing Plan
The First National Bank of Long Island Profit Sharing Plan (the "Profit
Sharing Plan") covers all employees who have reached age 21 and have a year of
service. The amount contributed for each Plan Year is within the discretion of
the Bank, subject to the limitations of federal law. For 1995, the Bank chose
to contribute $369,156 which is approximately 4% of its pre-tax profits. This
"Employer Contribution", when made, is allocated, along with any forfeitures
attributable to that year, among the participants in proportion to their annual
compensation.
The Profit Sharing Plan has a salary reduction provision. Under this
"401(k)" arrangement, participants may elect to make a pre-tax contribution not
exceeding the lesser of $9,500 or 10% of their compensation for the year
("Salary Reduction Contributions"). Salary Reduction Contributions are matched
at the end of the year by the Bank in an amount equal to 50% of the Salary
Reduction Contributions but only to the extent that the Salary Reduction
Contributions do not exceed 4% of compensation ("Matching Contributions").
Therefore, the Matching Contributions for any year cannot exceed 2% of a
participant's compensation.
Salary Reduction Contributions are fully and immediately vested. Employer
Contributions and Matching Contributions vest at the rate of 20% for each year
of service so that a participant is fully vested after 5 years of service.
Also, a participant becomes fully vested in his Employer Contributions and
Matching Contributions upon death, disability, or attainment of age 65. If a
participant terminates employment prior to age 65, for any reason other than
death or disability, only that portion of the participant's interest which is
vested will be distributed to such participant.
Normal retirement age is 65, although the Profit Sharing Plan also contains
provisions allowing pretermination withdrawals and loans under certain
circumstances. The amount of retirement benefits will depend upon the
accumulation of contributions and forfeitures and the investment performance of
the Plan. Amounts allocated to the accounts of executive officers for 1995 are
set forth in the table under "Compensation of Executive Officers" on page 7.
Stock Option and Appreciation Rights Plan
The First of Long Island Corporation Stock Option and Appreciation Rights
Plan (the "1986 Plan") expired on January 21, 1996. The 1986 Plan was adopted
by the Board of Directors in January 1986 and approved by the stockholders in
April 1986 as a Stock Option Plan and subsequently was amended to include
provisions for the granting of Stock Appreciation Rights ("SARs"), which
amendment was adopted by the Board of Directors in May 1988 and approved by
the stockholders in April 1989.
As more fully set forth in the discussion herein with respect to "Item 2"
on the Proxy, the Board of Directors has unanimously adopted a new plan
entitled The First of Long Island Corporation Stock Option and Appreciation
Rights Plan (the "1996 Plan"), subject to the approval of the stockholders,
as a successor to the 1986 Plan. The terms of the 1996 Plan, as described in
such discussion, are substantially identical to the terms of the 1986 Plan,
except that the maximum number of shares which may be issued under the 1996 Plan
(240,000) is less than the maximum under the 1986 Plan, as amended (258,450).
10
<PAGE>
During 1995, Incentive Stock Options ("ISOs") to purchase 15,975 shares
were granted under the 1986 Plan at a per share exercise price of $26.08 and
5,250 shares were granted under the Plan at a per share exercise price of
$29.00. The following table shows, as to the executive officers named in the
Summary Compensation Table, information for 1995 with respect to the options
granted.
<TABLE>
<CAPTION>
Options/SAR Grants in Last Fiscal Year
Potential
<S><C> <C> <C> <C> <C> <C> <C>
Realizable Value at
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term
- ---------------------------------------------------------------------------- -------------------
Number of
Securities % of Total
Underlying Options/SARs
Options/ Granted to Exercise
SARs Employees or Base
Granted in Fiscal Price Expiration
Name (#) (1) Year ($/Sh) (1) Date 5% ($) 10% ($)
- ------------------------- ---------- ----------- --------- --------- -------- ---------
J. William Johnson 2,550 12.01% $26.08 1/16/2005 $41,824 $105,990
J. William Johnson 5,250 24.73% 29.00 5/15/2005 95,749 242,647
Arthur J. Lupinacci, Jr. 1,800 8.48% 26.08 1/16/2005 29,523 74,817
Donald L. Manfredonia 1,050 4.95% 26.08 1/16/2005 17,222 43,643
Joseph G. Perri 1,050 4.95% 26.08 1/16/2005 17,222 43,643
John C. Sansone 1,050 4.95% 26.08 1/16/2005 17,222 43,643
</TABLE>
The following table sets forth the aggregated Options/SARs exercised in the
last fiscal year and the aggregated number and value of Unexercised Options and
SARs for each of the executive officers named in the Summary Compensation Table
at December 31, 1995.
<TABLE>
<CAPTION>
Aggregated Options/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
<S> <C> <C> <C> <C>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares Fiscal Year-End (#) Fiscal Year-End ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) (1) Realized ($) Unexercisable (1)(2) Unexercisable (1)(2)
- ------------------------ ----------------- ------------ ---------------------- ----------------------
J. William Johnson 750 $12,550 61,131 $752,560
Arthur J. Lupinacci, Jr. - - 10,890 117,438
Donald L. Manfredonia - - 8,227 95,166
Joseph G. Perri 2,362 32,571 4,800 44,713
John C. Sansone - - 2,700 15,938
<FN>
(1) All numbers have been adjusted to reflect stock dividends.
(2) All are exercisable.
</TABLE>
There were no Long-Term Incentive Plans-Awards granted in the last fiscal year.
11
<PAGE>
Incentive Plan
The executive officers of the Bank are eligible for compensation under the
Bank's Incentive Compensation Plan (the "Plan") described in the Board
Compensation Committee Report herein. Payments of up to 28.3 percent of base
salary of such officers were made under the Plan for 1995. Incentive
compensation payments to executive officers for 1995 are included in the Summary
Compensation Table.
Supplemental Executive Retirement Program
On August 3, 1995, the Corporation adopted The First National Bank of Long
Island Supplemental Executive Retirement Program (SERP). The SERP provides
benefits that would have been provided under the Pension Plan and Profit
Sharing Plan, in the absence of Internal Revenue Code ("IRC") limitations, to
certain employees whose benefits under those plans are limited by the IRC. The
Compensation Committee of the Board of Directors designates the employees
eligible to participate in the SERP.
Supplemental retirement program and profit sharing plan contributions under
the SERP are made to a "secular trust" for the benefit of the participants.
Amounts contributed to the secular trust are not subject to the claims of
creditors of the Bank. Accordingly, the contributions are taxable to each
participant and deductible by the Bank when made. Trust income is also taxable
to each participant. Taxes are withheld from the contributions to pay each
participant's taxes. In addition, the Bank makes tax payments in an amount
sufficient to cover each participant's taxes on both the trust income and the
tax payment.
The effective date of the SERP, which superseded the Corporation's previous
supplemental retirement benefit plan, was January 1, 1994. The entire balance
of the "rabbi trust" maintained under such previous plan was applied toward the
obligations of the Bank under the SERP.
The SERP and related secular trust are intended to meet the requirements of
the Employee Retirement Income Security Act (ERISA) as they pertain to vesting
and reporting and disclosure information.
12
<PAGE>
PERFORMANCE GRAPH
The following graph compares the Corporation's total stockholder return over a
5-year measurement period with (i) the NASDAQ Market Index, and (ii) the
National Commercial Banks Index. *
FISCAL YEAR ENDING
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
COMPANY 1990 1991 1992 1993 1994 1995
- -------------------------------- ---- ------ ------ ------ ------ ------
FIRST OF LONG ISLAND CORPORATION 100 93.64 140.64 171.02 184.19 218.57
INDUSTRY INDEX 100 158.08 219.52 244.58 240.59 382.25
BROAD MARKET 100 128.38 129.64 155.50 163.26 211.77
</TABLE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
THE FIRST OF LONG ISLAND CORPORATION,
NATIONAL COMMERCIAL BANKS INDEX, AND NASDAQ MARKET INDEX
Assumes $100 invested on Jan. 1, 1991
Assumes dividend reinvested
Fiscal year ending Dec. 31, 1995
* The National Commercial Banks Index consists of nationally chartered
commercial banks and certain other financial institutions which, on the
basis of Standard Industrial Classification (S.I.C.) codes developed by
the U.S. Office of Management and Budget, have been included in the same
industry group as the Corporation.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
In 1992, the Bank, as tenant, entered into a lease with Howard Thomas
Hogan, Jr., a director of the Corporation and the Bank, covering premises
in a building located in Locust Valley, New York, to be used as a branch
office. The lease, which has a term of ten years and one month, expires on
October 30, 2002. It provides for annual base rentals of $22,934.75 for the
year ending October 30, 1995 and $23,622.80 for the year ending October 30,
1996. The base rental for the balance of the term increases annually by an
amount equal to three percent (3%) of the annual base rent for the
immediately preceding year. In addition to the base rent, the Bank is
responsible for certain charges for real estate taxes and common area
maintenance. The Corporation believes that the foregoing is comparable to
the rent that would be charged by an unrelated third party.
13
<PAGE>
The Bank has had, and expects to have in the future, banking transactions
in the ordinary course of its business with directors, officers, principal
stockholders of the Corporation and their associates. Such transactions,
including borrowings and loan commitments, were made in the ordinary course of
business on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
others, and in the opinion of management do not involve more than a normal risk
of collectability, nor do they present other unfavorable features.
Certain directors are officers, directors, partners, and/or stockholders of
companies or partnerships which (or associates of which) may have been
customers of the Bank in the ordinary course of business during 1995 and up to
the present time. Additional transactions of this type may occur in the future.
All such transactions were effected on substantially the same terms as
comparable transactions with other persons.
BOARD OF DIRECTORS PROPOSAL TO ADOPT THE FIRST OF LONG ISLAND
CORPORATION STOCK OPTION AND APPRECIATION RIGHTS PLAN
(Item 2 on Proxy)
The Corporation's Board of Directors has unanimously adopted The First of
Long Island Corporation Stock Option and Appreciation Rights Plan, subject to
the approval of the stockholders, as a successor to the previous stock option
and appreciation rights plan, which expired on January 21, 1996.
Under the Plan, the Corporation may grant to officers of the Corporation
and the Bank who hold the title of vice president or above (i) options to
purchase shares of the Common Stock at a price which may not be less than the
fair market value per share of stock on the date the option is granted, and
(ii) SARs which are rights entitling the holder to the appreciation in value of
the Common Stock. SARs may be granted under the Plan either attached to options
or alone. The maximum number of shares of Common Stock which may be issued
under the Plan is 240,000 (shares allocatable to unexercised options which
expire or terminate are again available for issuance, but shares subject to an
option with an SAR attached which are not issued because the SAR is exercised
are not available for issuance again). Options and SARs may be granted under
the Plan through January 15, 2006.
Options may be granted under the Plan as incentive stock options ("ISOs")
qualified under Section 422 of the Internal Revenue Code or as non-qualified
options ("NQOs"). Generally, options and SARs have a maximum duration of 10
years. The total fair market value of stock, determined as of the date of grant
of the option, for which ISOs are first exercisable by a holder in any year is
limited to $100,000. A holder may elect to exercise options with or without SARs
attached in any order without regard to the date on which the options are
granted.
If an SAR is attached to an option, the holder must elect to exercise
either the option or the SAR. SARs must be exercised on or between the third
and the twelfth business day following the date of release for publication of
the Corporation's quarterly or annual financial information. Upon the exercise
of the SAR, the participant is entitled to a payment equal to the amount by
which the fair market value of the shares of the Common Stock allocatable to
the SAR on the exercise date exceeds the fair market value of such shares on
the date of grant. Payment to a holder who exercises an SAR is made in cash.
Options and SARs are not transferable except upon death, (i) by will, (ii)
by the laws of descent and distribution, or (iii) by beneficiary designation.
The purchase price for the Common Stock must be paid in full in either common
stock of the Corporation or cash when an option is exercised. Generally,
options and
14
<PAGE>
SARs are exercisable only during the holder's continued employment with the
Corporation or the Bank. However, the Plan provides for additional limited
periods following termination of employment during which options or SARs may
be exercised in the event employment is terminated as a result of resignation,
death, disability, retirement, or a change in control of the Corporation.
As of February 2, 1996, 29 persons held the title of vice president or
above and were, therefore, eligible to receive options and SARs. Subject to
the provisions of applicable law and the Plan, the designation of those officers
who will be granted options or stock appreciation rights, as well as other
terms, is solely within the discretion of the Stock Option Committee which
administers the Plan. No member of the Stock Option Committee is eligible to
participate in the Plan, and no consideration is received by the Corporation or
the Bank for the granting of options or SARs.
The table entitled "Options/SAR Grants in Last Fiscal Year" set forth in
this proxy statement shows information for 1995 with respect to options granted
under the previous stock option and appreciation rights plan to the executive
officers named in the Summary Compensation Table. The following table shows,
as to all executive officers as a group and all non-executive officers as a
group, information for 1995 with respect to options granted under the previous
plan:
Number of
Securities
Underlying
Options/ Exercise
SARs or Base
Granted Price
(#) (1) ($/Sh) (1)
---------- ----------
Executive Officer Group 14,850 9,600/$26.08 per share
5,250/$29.00 per share
Non-Executive Officer Group 6,375 $26.08 per share
(1) All numbers have been adjusted to reflect stock dividend.
The fair market value of the securities underlying the options and SARs as
of February 2, 1996 was $29.84 per share.
The Corporation is advised that, under present federal tax laws, the grant
of either an ISO or NQO will create no tax consequences for either the optionee
or the Corporation. Upon the exercise of an ISO, there will be no taxable income
to the optionee (except that the alternative minimum tax may apply), and the
Corporation will receive no deduction when an ISO is exercised. Upon the
exercise of an NQO, the optionee recognizes ordinary income to the extent the
fair market value of the stock on the date of exercise exceeds the value of the
option on the date of grant. The Corporation is allowed a deduction in the year
the NQO is exercised.
The proposed amendment requires an affirmative vote by the holders of a
majority of the outstanding Common Stock.
The Board of Directors recommends a vote IN FAVOR OF this proposal.
INDEPENDENT PUBLIC ACCOUNTANTS
The consolidated financial statements for the year ended December 31, 1995
were examined by Arthur Andersen LLP. Audit services also include a reading of
the annual report on Form 10-K filed with Securities and Exchange Commission
and consultation on matters related to accounting and financial
15
<PAGE>
reporting. Non-audit services performed by Arthur Andersen LLP for 1995
consisted principally of general corporate tax matters. The non-audit services
were not reviewed by the Board of Directors prior to the rendering thereof, and
no separate fees were charged for non-audit services.
The reports of the accountants on the Corporation's financial statements for
the past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
During the Corporation's two most recent fiscal years, neither the
Corporation nor anyone else on its behalf consulted Arthur Andersen LLP
regarding either the application of accounting principles to a specific
transaction (proposed or completed) by the Corporation or the type of audit
opinion that might be rendered on the Corporation's financial statements.
It is anticipated that the Board of Directors will reappoint Arthur Andersen
LLP as the Corporation's independent public accountants for 1996. A
representative of Arthur Andersen LLP will be present at the Annual Meeting of
Stockholders and will have the opportunity to make a statement and respond to
appropriate questions from stockholders.
OTHER MATTERS
The Board of Directors of the Corporation does not know of any matters for
action by stockholders at the annual meeting other than the matters described in
the notice. However, the enclosed Proxy will confer discretionary authority with
respect to matters which are not known to the Board of Directors at the time of
the printing hereof and which may properly come before the meeting. It is the
intention of the persons named in the Proxy to vote such Proxy with respect to
such matters in accordance with their best judgment.
STOCKHOLDER PROPOSALS
Any proposals of stockholders intended to be submitted at the 1997 Annual
Meeting of Stockholders must be received by the Chairman of the Board or the
President no later than November 4, 1996 in order to be included in the proxy
statement and form of proxy for such meeting.
ANNUAL REPORTS TO STOCKHOLDERS
Consolidated financial statements for the Corporation and the Bank are
included in the Corporation's 1995 Annual Report to Stockholders, which was
mailed with this Proxy Statement. In addition, copies of the 1995 Annual
Report or the annual report on Form 10-K as filed with the Securities and
Exchange Commission for 1995 will be sent to any stockholder upon written
request without charge. Such request should be directed to William J. White,
Vice President and Treasurer, at the Corporation's principal office, 10 Glen
Head Road, PO Box 67, Glen Head, New York, 11545-0067. The financial statements
contained in the Corporation's 1995 Annual Report are not part of this Proxy
Statement.
By Order of the Board of Directors
Arthur J. Lupinacci, Jr.
March 4, 1996 Senior Vice President and Secretary
16
<PAGE>
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17
<PAGE>
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18
<PAGE>
PROXY FOR ANNUAL MEETING 1996
PLEASE SIGN AND RETURN IMMEDIATELY
THE FIRST OF LONG ISLAND CORPORATION
KNOW ALL PERSONS BY THESE PRESENTS that I, the undersigned, being a
stockholder of THE FIRST OF LONG ISLAND CORPORATION, GLEN HEAD, NEW YORK, do
hereby constitute and appoint STANLEY C. WNUK, JR. and JOHN H. TREIBER or either
one of them (with full power to act alone), my true and lawful attorney(s),
with full power of substitution, to attend the Annual Meeting of Stockholders
of said Corporation, to be held at the OLD BROOKVILLE OFFICE, 209 GLEN HEAD
ROAD, GLEN HEAD, NEW YORK, on Tuesday, April 16, 1996, at 3:30 P.M. local time,
or any and all adjournments thereof, and to vote all stock owned by me or
standing in my name, place and stead on the proposals of the Board of Directors
specified in the Notice of Meeting dated March 4, 1996, with all the powers I
would possess if I were personally present, hereby ratifying and confirming
all that my said Proxy or Proxies may do, in my name, place and stead, as
follows:
1. Election of Directors
To elect four (4) Directors, each for a term of two (2) years:
PAUL T. CANARICK BEVERLY ANN GEHLMEYER
WILLIAM J. CATACOSINOS J. WILLIAM JOHNSON
It is specifically directed that this Proxy be voted:
IN FAVOR OF WITHHOLD
---- ----
AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S) MAY BE WITHHELD BY LINING
THROUGH OR OTHERWISE STRIKING OUT THE NAME OF SUCH NOMINEE(S).
<PAGE>
2. To approve adoption of The First of Long Island Corporation Stock Option
and Appreciation Rights Plan.
It is specifically directed that this Proxy be voted:
IN FAVOR OF AGAINST ABSTAIN
---- ---- ----
3. Other Matters: If any other business is presented at said meeting, this
Proxy shall be voted in accordance with the best judgment of the Proxies.
IF NO DESIGNATIONS ARE MADE IN THE BOXES PROVIDED ABOVE AS TO A PROPOSAL,
THIS PROXY WILL BE VOTED "IN FAVOR OF" SUCH PROPOSAL.
The shares represented by a properly executed Proxy will be voted as directed.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT MAY BE REVOKED
PRIOR TO ITS EXERCISE.
Dated: 1996
-----------------
(L.S.)
-----------------
(L.S.)
-----------------
(Signature of Stockholder)
ALL JOINT OWNERS MUST SIGN INDIVIDUALLY
WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE, GUARDIAN OR
CUSTODIAN, PLEASE GIVE FULL TITLE. IF
MORE THAN ONE TRUSTEE, ALL SHOULD SIGN.
