THE FIRST OF LONG ISLAND CORPORATION
10 GLEN HEAD ROAD
GLEN HEAD, NEW YORK 11545
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 21, 1998
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March 10, 1998
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 21, 1998, at 3:30 P.M. local
time for the following purposes:
(1) To elect Directors.
(2) To transact any other business as may properly come before the meeting.
Only stockholders of record at the close of business on March 3, 1998 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.
Executive 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
---------------
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 21, 1998. The
approximate date on which proxy statements and forms of proxy are first being
sent or given to stockholders is March 10, 1998.
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.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
The only class of voting securities of the Corporation is its Common Stock,
$.10 par value ("Common Stock"), each share of which entitles the holder thereof
to one vote except in the election of directors, where votes may be cumulated as
described below. Only stockholders of record at the close of business on March
3, 1998 are entitled to notice of and to vote at the meeting. For the election
of directors, each share is entitled to as many votes as there are directors to
be elected, and such votes may be cumulated and voted for one nominee or divided
among as many different nominees as is desired. If authority to vote for any
nominee or nominees is withheld on any proxy, the votes will then be "spread"
among the remaining nominees.
As of February 2, 1998, there were issued 3,112,987 shares of the Common
Stock, all of which were outstanding and entitled to vote. To the best knowledge
of the Corporation, the only persons owning beneficially more than five percent
(5%) of the Common Stock of the Corporation as of February 2, 1998 are
identified in the table below.
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ---------------- --------------------- -------------------- --------
Common Sidney Canarick 253,725 shares (1) 8.15%
Stock 25 Glen Street
($.10 par value) Glen Cove, N.Y. 11542
Common Paul T. Canarick 253,725 shares (1) 8.15%
Stock 25 Glen Street
($.10 par value) Glen Cove, N.Y. 11542
Common Zachary Levy 238,618 shares 7.67%
Stock 125 Jerusalem Avenue
($.10 par value) Hicksville, N.Y. 11801
<PAGE>
(1) Including 236,970 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; 10,575 shares in the name of Jean C.
Canarick, Dr. Canarick's wife; and 6,180 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.
Furnished below is information with respect to the beneficial ownership of
the Corporation's Common Stock as of February 2, 1998 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.
<TABLE>
<S> <C> <C> <C>
AMOUNT AND NATURE OF PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ---------------- ------------------------- -------------------- ----------
Common Stock Paul T. Canarick 253,725 (1) 8.15%
($.10 par value) Beverly Ann Gehlmeyer 30,928 (2) .99%
Howard Thomas Hogan, Jr. 30,277 (3) .97%
J. William Johnson 59,899 (4) 1.90%
J. Douglas Maxwell, Jr. 7,575 (5) .24%
John R. Miller III 2,008 .06%
Walter C. Teagle III 15,750 (6) .51%
Arthur J. Lupinacci, Jr. 20,985 (7) .67%
Donald L. Manfredonia 13,563 (8) .43%
Joseph G. Perri 10,425 (9) .33%
John C. Sansone 6,150 (10) .20%
Directors and Executive
Officers as a group 459,799 (11) 14.74%
</TABLE>
(1) Including 236,970 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 10,575 shares in the name of Jean C. Canarick, Mr. Paul T.
Canarick's mother.
(2) Including 2,574 shares in the name of Robert Val Gehlmeyer, Mrs.
Gehlmeyer's husband, and 5,283 shares in the name of Gehlmeyer & Gehlmeyer,
P.C. Retirement Trust.
(3) Including 16,515 shares in the name of Mr. Hogan as Trustee for the benefit
of his children, Howard, Kathryn, and Margaret Hogan, and 861 shares in the
name of Mr. Hogan as Trustee for the Hogan Family Trust.
(4) Including 1,224 shares in the name of Gail G. Johnson, Mr. Johnson's wife;
3,079 shares in the name of Prudential Securities, Inc. as custodian for
Mr. Johnson under an Individual Retirement Account; and 31,564 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.
(5) Including 5,625 shares held through Smith Barney, Inc. for the benefit of
J. Douglas Maxwell, Jr. Retirement Account, and 1,950 shares held by Cede &
Co. for the benefit of J. Douglas Maxwell, Jr.
(6) Including 225 shares in the name of Janet D. Teagle, Mr. Teagle's wife; and
675 shares each (totaling 2,025 shares) registered in the name of Cede &
Co. held at Bessemer Trust Co. for the benefit of W. Clark Teagle IV,
Clifton D. Teagle and Janet W. Teagle, Mr. Teagle's children.
(7) Including 20,415 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.
<PAGE>
(8) Including 12,136 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 9,975 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 450 shares in the name of Smith Barney, Inc. as custodian for
Joseph G. Perri under an Individual Retirement Account.
(10) Including 5,925 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.
(11) Including 87,777 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.
ELECTION OF DIRECTORS
The Board of Directors of the Corporation presently consists of seven
members classified into two classes, Class I with four members and Class II with
three 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:
EXPIRATION
NAME CLASS OF TERM
------------------------ ----- --------
Paul T. Canarick II 1998
Beverly Ann Gehlmeyer II 1998
Howard Thomas Hogan, Jr. I 1999
J. William Johnson II 1998
J. Douglas Maxwell, Jr. I 1999
John R. Miller III I 1999
Walter C. Teagle III I 1999
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 re-election of Mrs. Gehlmeyer and
Messrs. Canarick and Johnson, each to hold office until the 2000 Annual Meeting
of Stockholders or until his or her successor is elected and qualified. If at
the time of the 1998 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.
Information about the nominees and directors continuing in office follows.
The years set forth for each director 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. Messrs.
Canarick, Maxwell and Teagle became directors of the Corporation and the Bank in
the years set forth next to their names.
<PAGE>
<TABLE>
<S> <C> <C>
PRINCIPAL OCCUPATIONS FOR LAST DIRECTOR
NAME 5 YEARS AND OTHER DIRECTORSHIPS SINCE
- ------------------------- ----------------------------------- --------
Paul T. Canarick President and Principal, 1992
(Age 41) Paul Todd, Inc.
(Construction Company)
Beverly Ann Gehlmeyer Tax Manager and Principal, 1978
(Age 66) Gehlmeyer & Gehlmeyer, P.C.
(Certified Public Accounting Firm)
Howard Thomas Hogan, Jr. Partner, Hogan & Hogan,Lawyer 1978
(Age 53) (Private Practice);
Director, Stat Design, Inc.
J. William Johnson Chairman of the Board, President, 1979
(Age 57) 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, Independent Bankers Association
of New York State
J. Douglas Maxwell, Jr. Chairman of the Board and Chief Executive 1987
(Age 56) Officer, Swissray Empower, Inc.
(Medical Imaging Distributor);
Director, Kollmorgen Corporation,
Slater Development Corp., and
Police Relief Association of Nassau County
John R. Miller III President and Publisher, 1982
(Age 57) Equal Opportunity Publications, Inc.
(Publishing);
Director, The Middleby
Corporation and Middleby
Marshall, Inc.
Walter C. Teagle III President, Chief Executive Officer, 1996
(Age 48) and Director, Metro Design Systems, Inc.
(Engineering Design Services);
President, Chief Investment Officer,
and Director, Teagle Management, Inc.
(Private Investment Firm);
Director, Teagle Foundation, Inc.;
President and Director, Police
Relief Association of Nassau County;
Trustee, The Green Vale School
</TABLE>
<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 annual retainers 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 annual retainers of $1,500 each. Members of the Bank's Loan
Committee are paid annual retainers of $250 plus $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
Compensation and Stock Option Committee and the Nominating Committee.
The Compensation and 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 twice during 1997.
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 Corporation's bylaws
establishing the information and notice requirements for such nominations. The
Committee met once during 1997.
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 audits and the results of regulatory authority
examinations. The members of the Examining Committee are Beverly Ann Gehlmeyer,
John R. Miller III, Paul T. Canarick, and Walter C. Teagle III. During 1997, the
Committee held 4 meetings.
The Compensation Committee recommends to the full Board salary policy,
management succession, compensation of officers, incentive compensation, and
employee benefits. The members of the Compensation Committee are J. Douglas
Maxwell, Jr., John R. Miller III and Beverly Ann Gehlmeyer. During 1997, the
Committee held 4 meetings.
The Loan Committee consists of members who, except for Mr. Johnson, are not
officers of the Bank. Two members of the Loan Committee meet with the officers
of the Bank to review and approve substantial
<PAGE>
loans and the entire committee meets on a quarterly basis to review the overall
portfolio. The members of the Loan Committee are Paul T. Canarick, Beverly Ann
Gehlmeyer, Howard Thomas Hogan, Jr., J. Douglas Maxwell, Jr., Walter C. Teagle
III, and J. William Johnson. During 1997, the Committee held 27 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
Committee are Beverly Ann Gehlmeyer, John R. Miller III, Paul T. Canarick, and
Walter C. Teagle III. During 1997, the Committee held 3 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 1997, 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 1997, the Committee held 4 meetings.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Corporation held 12 meetings during 1997. 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>
EXECUTIVE OFFICERS TERM OF OFFICER
OF THE CORPORATION AGE PRESENT CAPACITY OFFICE SINCE
- ------------------------ ---- ---------------------- ------ -------
J. William Johnson 57 Chairman of the Board, 3yrs. 1984
President, and Chief
Executive Officer
Arthur J. Lupinacci, Jr. 57 Executive Vice President 1 yr. 1985
and Secretary
Mark D. Curtis 43 Senior Vice President 1 yr. 1997
and Treasurer
Richard Kick 40 Senior Vice President 1 yr. 1991
Donald L. Manfredonia 46 Senior Vice President 1 yr. 1987
Joseph G. Perri 46 Senior Vice President 1 yr. 1990
John C. Sansone 42 Senior Vice President 1 yr. 1992
<PAGE>
EXECUTIVE OFFICERS TERM OF OFFICER
OF THE BANK AGE PRESENT CAPACITY OFFICE SINCE
- ------------------------ ---- ---------------------- ------- -------
J. William Johnson 57 Chairman of the Board, 1 yr. 1979
President, and Chief
Executive Officer
Arthur J. Lupinacci, Jr. 57 Executive Vice President 1 yr. 1985
Mark D. Curtis 43 Senior Vice President, 1 yr. 1997
Chief Financial Officer
and Cashier
Richard Kick 40 Senior Vice President 1 yr. 1991
Donald L. Manfredonia 46 Senior Vice President 1 yr. 1982
Joseph G. Perri 46 Senior Vice President 1 yr. 1990
John C. Sansone 42 Senior Vice President 1 yr. 1992
</TABLE>
Mr. Curtis has been employed by the Corporation and the Bank for less than
five years. During 1996, Mr. Curtis was a consultant in the banking industry.
From 1988 through 1995, he was Executive Vice President, Chief Financial Officer
and Secretary of Gateway State Bank. Previously, he was Senior Audit Manager at
KPMG Peat Marwick, NY.
BOARD COMPENSATION COMMITTEE REPORT
The Corporation's executive compensation program is administered by the
Compensation and Stock Option Committee of the Corporation's Board of Directors
and the Compensation Committee of the Bank's Board of Directors (the
"Committees"). Both Committees consist of the same three independent directors,
who are not employed by the Bank or the Corporation.
Compensation for executive officers consists of direct salary, incentive
bonuses paid under the Bank's Incentive Compensation Plan, and stock options and
appreciation rights awarded under the Corporation's Stock Option and
Appreciation Rights Plan. The payment or awarding of compensation is approved by
the Committees. Following approval by the Committees, the full Boards of
Directors of the Corporation and the Bank approve the salary package for all
executive officers, review the proposed payment of incentive compensation, and
review awards of stock options and appreciation rights.
In addition, the Committees adhere 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
maintenance of financial strength.
Regarding Mr. Johnson's compensation, the Committees have considered, in
addition to the factors described above, the profitability and growth of the
Corporation during Mr. Johnson's tenure as Chief Executive Officer and a
comparison of Mr. Johnson's base salary and incentive compensation to the
amounts of such compensation paid to Chief Executive Officers of banks that are
similar in size and scope to the Corporation.
J. Douglas Maxwell, Jr.
John R. Miller III
Beverly Ann Gehlmeyer
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
Furnished below is information with respect to the aggregate compensation
paid or accrued during the fiscal year ended December 31, 1997 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 $100,000
for services rendered to the Corporation or the Bank. This information is
provided pursuant to the Securities and Exchange Commission executive
compensation disclosure rules for proxy statements. All of the listed officers
are also officers of the Corporation but received salaries only from the Bank;
no compensation for their employment, other than Stock Options or Stock
Appreciation Rights ("SARs"), was received from the Corporation. The Incentive
Compensation Plan under which the bonuses were paid is described below.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUMMARY COMPENSATION TABLE
- ---------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
---------------------------- ---------------------------
Awards Payouts
------------------- -------
Other Restricted All Other
Name and Principal Compen- Stock Options/ Compen-
Position Year Salary Bonus sation Award(s) SARs LTIP sation(3)
($) ($) ($) ($) # (2) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- ---------------------------------------------------------------------------------------------------------
J. William Johnson 1997 $295,000 $ 92,630 See None 2,700 None $ 36,209
Chairman of the Board, 1996 $280,000 $ 87,640 Footnote None 3,825 None $ 30,490
Director, President and 1995 $270,000 $ 76,410 (1) None 11,700 None $ 32,557
Chief Executive Officer
- ---------------------------------------------------------------------------------------------------------
Arthur J. Lupinacci, Jr. 1997 $170,000 $ 41,310 See None 1,950 None $ 20,866
Executive Vice President 1996 $157,000 $ 38,310 Footnote None 2,700 None $ 17,090
1995 $152,000 $ 34,660 (1) None 2,700 None $ 14,963
- ---------------------------------------------------------------------------------------------------------
Donald L. Manfredonia 1997 $129,000 $ 22,255 See None 1,200 None $ 13,543
Senior Vice President 1996 $119,000 $ 24,400 Footnote None 1,575 None $ 11,663
1995 $115,000 $ 21,160 (1) None 1,575 None $ 10,717
- ---------------------------------------------------------------------------------------------------------
Joseph G. Perri 1997 $118,000 $ 18,530 See None 1,200 None $ 12,388
Senior Vice President 1996 $114,500 $ 20,270 Footnote None 1,575 None $ 11,214
1995 $110,000 $ 20,570 (1) None 1,575 None $ 10,292
- ---------------------------------------------------------------------------------------------------------
John C. Sansone 1997 $115,000 $ 20,470 See None 1,200 None $ 11,576
Senior Vice President 1996 $112,500 $ 21,265 Footnote None 1,575 None $ 10,763
1995 $108,000 $ 16,850 (1) None 1,575 None $ 10,059
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Other annual compensation excludes the value of perquisites and other
personal benefits since the Corporation and the Bank have concluded that
for the named executive officers the aggregate amount of such compensation
does not exceed the lesser of either $50,000 or 10% of the total of annual
salary and bonus reported in columns (c) and (d).
<PAGE>
(2) Where applicable, adjusted for 3-for-2 stock splits paid February 1998 and
1996.
(3) For 1997, includes the following amounts either paid for or contributed on
behalf of the named executive officers. The 401(k) and profit sharing
contributions shown below include amounts paid under the Bank's Profit
Sharing and Supplemental Executive Retirement ("SERP") Plans.
- ------------------------------------------------------------------------------
Life 401(k) Profit
Insurance Matching Sharing
Name Premiums Contributions Contributions Total
- ------------------------------------------------------------------------------
J. William Johnson .......... $ 8,921 $ 5,900 $ 21,388 $ 36,209
Arthur J. Lupinacci, Jr...... 5,141 3,400 12,325 20,866
Donald L. Manfredonia ....... 1,610 2,580 9,353 13,543
Joseph G. Perri ............. 1,473 2,360 8,555 12,388
John C. Sansone ............. 938 2,300 8,338 11,576
- ------------------------------------------------------------------------------
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 SERP described below. Set forth in the
table that follows are total estimated annual benefits payable under the Plan
and SERP upon retirement based on various levels of compensation and years of
service.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------
Years of Creditable Service
Average Annual ----------------------------------------------------------------------------
Compensation 10 15 20 25 30 35
- -------------------------------------------------------------------------------------------------
$100,000 $ 16,064 $ 24,096 $ 32,128 $ 40,160 $ 48,192 $ 56,224
- -------------------------------------------------------------------------------------------------
125,000 20,439 30,659 40,878 51,098 61,317 71,537
- -------------------------------------------------------------------------------------------------
150,000 24,814 37,221 49,628 62,035 74,442 86,849
- -------------------------------------------------------------------------------------------------
175,000 29,189 43,784 58,378 72,973 87,567 102,162
- -------------------------------------------------------------------------------------------------
200,000 33,564 50,346 67,128 83,910 100,692 117,474
- -------------------------------------------------------------------------------------------------
225,000 37,939 56,909 75,878 94,848 113,817 132,787
- -------------------------------------------------------------------------------------------------
250,000 42,314 63,471 84,628 105,785 126,942 148,099
- -------------------------------------------------------------------------------------------------
300,000 51,064 76,596 102,128 127,660 153,192 178,724
- -------------------------------------------------------------------------------------------------
400,000 68,564 102,846 137,128 171,410 205,692 239,974
- -------------------------------------------------------------------------------------------------
500,000 86,064 129,096 172,128 215,160 258,192 301,224
- -------------------------------------------------------------------------------------------------
600,000 103,564 155,346 207,128 258,910 310,692 362,474
- -------------------------------------------------------------------------------------------------
</TABLE>
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
with reduced benefits is available at age 55. 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
<PAGE>
by (i) multiplying the participants' final average compensation (the average of
the participants' taxable compensation, including any amounts deferred under a
401(k) or Code Section 125 plan, 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 1.25 percent of average
compensation times 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 $188,304 is required for the
plan year ended September 30, 1997. Employees also make contributions of 2
percent of their compensation. An employee becomes fully vested after 4 years of
participation in the Plan. No vesting occurs during that 4-year period.
The compensation covered by the Plan includes: (1) salary and bonus as set
forth in the "Summary Compensation Table"; (2) value realized from the exercise
of stock appreciation rights, non-qualified stock options, and disqualified
incentive stock options as set forth in the "Aggregated Option Exercises In Last
Fiscal Year and Year-End Option Values" table; and, (3) all other taxable
compensation except that resulting from the Bank's contributions to the SERP or
reimbursement for taxes on SERP earnings. As to Messrs. Johnson, Manfredonia and
Sansone, the current compensation covered by the Plan differs by more than 10%
from that set forth in the annual compensation columns of the "Summary
Compensation Table." 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 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 - 17
years; Mr. Lupinacci - 11 years; Mr. Manfredonia - 14 years; Mr. Perri - 6
years; Mr. Sansone - 4 years; and all executive officers as a group - 57 years.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
On August 3, 1995, the Corporation adopted The First National Bank of Long
Island Supplemental Executive Retirement Plan (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 SERP and related secular trust are intended to meet the requirements of
the Employee Retirement Income Security Act (ERISA) as they pertain to vesting,
reporting and disclosure information.
<PAGE>
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 1997, the Bank chose to
contribute approximately $403,000 which is approximately 3.5% 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 (increased to $10,000 for 1998) 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 participation in the Profit Sharing Plan so that after five years a
participant is fully vested. Also, a participant becomes fully vested in
Employer Contributions and Matching Contributions upon death or disability.
Normal retirement age is 65, although the Profit Sharing Plan also contains
provisions allowing pre-termination 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. The amount allocated under the Profit Sharing Plan and related SERP to
the account of the Chief Executive Officer for 1997 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 to the Corporation or
the Bank in 1997 is set forth in footnote (3) to the "Summary Compensation
Table".
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 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.
<PAGE>
INCENTIVE COMPENSATION 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. Incentive compensation paid to the Chief
Executive Officer for 1997 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 to the Corporation or the Bank in 1997 is set forth
in the "Summary Compensation Table".
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.
In January 1996, the Board of Directors unanimously adopted a new plan
entitled The First of Long Island Corporation Stock Option and Appreciation
Rights Plan (the "1996 Plan") as a successor to the 1986 Plan. The Corporation's
stockholders approved the 1996 Plan in April 1996. The terms of the 1996 Plan
are substantially identical to the terms of the 1986 Plan. Under the 1996 Plan,
options to purchase up to 360,000 shares of common stock are available to be
granted to key employees of the Corporation and its subsidiaries through January
15, 2006. Each option, which may be granted with or without a stock appreciation
right attached, is granted at a price equal to the fair market value of one
share of the Corporation's stock on the date of grant and is exercisable in
whole or in part at certain times commencing six months from the date of grant
and ending ten years after the date of grant. The 1996 Plan also provides for
the granting of stand-alone stock appreciation rights. An employee who is
granted an option with a SAR attached may elect to exercise either the option or
the SAR, at which point the related SAR or option shall be deemed to have been
cancelled. Unexercised options which expire or terminate are again available for
grant, but options cancelled because an attached SAR was exercised are not again
available for grant.
Options may be granted under the 1996 Plan as incentive stock options
("ISOs") qualified under Section 422 of the Internal Revenue Code or as
non-qualified stock options ("NQSOs"). 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 were granted.
If a SAR is attached to an option, the holder must elect to exercise either
the option or the SAR. 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 allocable 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 a 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 SARs are exercisable only during the holder's continued employment with the
Corporation or the Bank. However, the 1996 Plan provides for additional limited
periods following termination of employment
<PAGE>
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.
Subject to the provisions of applicable law and the 1996 Plan, the
designation of those officers who will be granted options or SARs, as well as
other terms, is solely within the discretion of the Stock Option Committee which
administers the 1996 Plan. No member of the Stock Option Committee is eligible
to participate in the 1996 Plan, and no consideration is received by the
Corporation or the Bank for the granting of options or SARs.
During 1997, ISOs to purchase 20,057 shares were granted under the 1996
Plan at a per share, weighted average exercise price of $24.34. The following
table shows, as to the executive officers named in the "Summary Compensation
Table", information for 1997 with respect to the options granted.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
Individual Grants (1)
- -------------------------------------------------------------------
Potential Realizable
Percent of Value at Assumed
Total Annual Rates of Alternative to
Options/ Stock Price (f) and (g)
SARs Appreciation Grant Date
Options/ Granted to For Option Term Value
SARs Employees Exercise or --------------------- ----------------
Granted in Fiscal Base Price Expiration Grant Date
Name (#) Year ($/Sh) Date 5%($) 10%($) Present Value $
(a) (b) (c) (d) (e) (f) (g) (h)
- ----------------------------------------------------------------------------------------------------------
J. William Johnson 2,700 13.46% $24.34 1/20/07 $ 41,313 $104,695 Not Applicable
- ----------------------------------------------------------------------------------------------------------
Arthur J. Lupinacci, Jr. 1,950 9.72% $24.34 1/20/07 $ 29,837 $ 75,613 Not Applicable
- ----------------------------------------------------------------------------------------------------------
Donald L. Manfredonia 1,200 5.98% $24.34 1/20/07 $ 18,361 $ 46,531 Not Applicable
- ----------------------------------------------------------------------------------------------------------
Joseph G. Perri 1,200 5.98% $24.34 1/20/07 $ 18,361 $ 46,531 Not Applicable
- ----------------------------------------------------------------------------------------------------------
John C. Sansone 1,200 5.98% $24.34 1/20/07 $ 18,361 $ 46,531 Not Applicable
- ----------------------------------------------------------------------------------------------------------
<FN>
(1) Adjusted, where applicable, to reflect the 3-for-2 stock split paid
February 1998.
</FN>
</TABLE>
<PAGE>
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 at December 31, 1997 for each of the executive officers named in the
"Summary Compensation Table."
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUES
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
Number of Value of
Unexercised Unexercised
Options/SARs in-the-Money
Shares Value at Fiscal Year-End(1) Options/SARs
Acquired on Realized (all are exercisable) at Fiscal Year-
Name Exercise (#)(1) ($) (#) End ($)
(a) (b) (c) (d) (e)
- ------------------------------------------------------------------------------------------------------
J. William Johnson (2) 51,046 $ 1,100,461 31,564 $743,321
- ------------------------------------------------------------------------------------------------------
Arthur J. Lupinacci, Jr. (3) 570 $ 10,461 20,415 $520,140
- ------------------------------------------------------------------------------------------------------
Donald L. Manfredonia (4) 1,561 $ 45,466 12,136 $307,202
- ------------------------------------------------------------------------------------------------------
Joseph G. Perri - - 9,975 $243,329
- ------------------------------------------------------------------------------------------------------
John C. Sansone (5) 900 $ 22,752 5,925 $134,098
- ------------------------------------------------------------------------------------------------------
<FN>
(1) Adjusted to reflect 3-for-2 stock split paid February 1998.
(2) Value Realized is comprised of amounts which resulted from the exercise of
incentive stock options, stock appreciation rights and non-qualified stock
options of $379,780, $316,411 and $404,270, respectively.
(3) Value Realized resulted from the exercise of incentive stock options.
(4) Value Realized is comprised of amounts which resulted from the exercise of
incentive stock options and disqualified incentive stock options of $33,340
and $12,126, respectively.
(5) Value realized resulted from the exercise of disqualified incentive stock
options
There were no long-term incentive plan awards granted in the last fiscal
year.
</FN>
</TABLE>
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 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 has a term of three years effective January 1, 1998. 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 currently provides for
a base annual salary of $307,000 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.
<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*.
<TABLE>
<S> <C> <C> <C> <C> <C>
1993 1994 1995 1996 1997
------- ------- ------- ------- -------
The First of Long Island Corporation $121.60 $130.96 $155.41 $180.59 $330.91
National Commercial Banks Index $111.41 $109.60 $174.13 $244.58 $363.76
NASDAQ Market Index $119.95 $125.94 $163.35 $202.99 $248.30
</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 JANUARY 1, 1993
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDED DECEMBER 31, 1997
* 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
On May 20, 1997, the Corporation's Chairman and Chief Executive Officer
exercised non-qualified options to purchase 15,627 shares of the Corporation's
common stock and sold the shares of stock to the Corporation at a price of $42
per share ($28 per share if adjusted to reflect the 3-for-2 stock split paid
February 1998), for an aggregate consideration of $656,334. The transaction was
approved by the Corporation's full Board of Directors and Mr. Johnson did not
participate in the deliberations. The Board determined that it was in the best
interest of the Corporation to purchase such shares under the normal terms and
conditions of its long-standing stock repurchase programs.
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 has a term of ten years and one month and expires on October 30, 2002.
However, the Bank may cancel the lease at any time upon giving Mr. Hogan ninety
days written notice. The lease provides for annual base rentals of $24,331.50
for the year ending October 30, 1997 and
<PAGE>
$25,061.44 for the year ending October 30, 1998. 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.
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 collectibility, 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 1997 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.
INDEPENDENT PUBLIC ACCOUNTANTS
The consolidated financial statements for the year ended December 31, 1997
were examined by Arthur Andersen LLP. Audit services also include a reading of
the annual report on Form 10-K filed with the Securities and Exchange Commission
and consultation on matters related to accounting and financial reporting.
It is anticipated that the Board of Directors will reappoint Arthur
Andersen LLP as the Corporation's independent public accountants for 1998. 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.
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 facsimile.
<PAGE>
STOCKHOLDER PROPOSALS
Any proposals of stockholders intended to be submitted at the 1999 Annual
Meeting of Stockholders must be received by the Chairman of the Board or the
President no later than November 10, 1998 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 1997 ANNUAL REPORT TO STOCKHOLDERS, WHICH WAS
MAILED WITH THIS PROXY STATEMENT. IN ADDITION, COPIES OF THE 1997 ANNUAL REPORT
OR THE ANNUAL REPORT ON FORM 10-K AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR 1997 WILL BE SENT TO ANY STOCKHOLDER UPON WRITTEN REQUEST WITHOUT
CHARGE. SUCH REQUEST SHOULD BE DIRECTED TO MARK D. CURTIS, SENIOR VICE PRESIDENT
AND TREASURER, AT THE CORPORATION'S PRINCIPAL OFFICE, 10 GLEN HEAD ROAD, GLEN
HEAD, NEW YORK, 11545-0067. THE FINANCIAL STATEMENTS CONTAINED IN THE
CORPORATION'S 1997 ANNUAL REPORT ARE NOT PART OF THIS PROXY STATEMENT.
By Order of the Board of
Directors
Arthur J. Lupinacci, Jr.
March 10, 1998 Executive Vice President
and Secretary
<PAGE>
PROXY FOR ANNUAL MEETING 1998
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 STEPHEN P. LYON 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 21, 1998, 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 10, 1998, 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 three (3) Directors, each for a term of two (2) years:
PAUL T. CANARICK J. WILLIAM JOHNSON
BEVERLY ANN GEHLMEYER
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. 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 THE ELECTION OF
DIRECTORS, THIS PROXY WILL BE VOTED "IN FAVOR OF" SUCH ELECTION.
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: 1998
------------------
------------------(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.
