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 20, 1999
----------
March 9, 1999
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 20, 1999, 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 2, 1999 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
(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 20, 1999. The
approximate date on which proxy statements and forms of proxy are first being
sent or given to stockholders is March 9, 1999.
Proxies in the accompanying form that are properly executed and duly
returned to 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,
$.10 par value ("Common Stock"), each share of which entitles the holder thereof
to one vote except in the election of directors, where votes may be cumulated as
described below. Only stockholders of record at the close of business on March
2, 1999 are entitled to notice of and to vote at the meeting. For the election
of directors, each share is entitled to as many votes as there are directors to
be elected, and such votes may be cumulated and voted for one nominee or divided
among as many different nominees as is desired. If authority to vote for any
nominee or nominees is withheld on any proxy, the votes will then be "spread"
among the remaining nominees.
As of February 2, 1999, there were issued 3,097,520 shares of the Common
Stock, all of which were outstanding and entitled to vote. To the best knowledge
of the Corporation, the only persons owning beneficially more than five percent
(5%) of the Common Stock of the Corporation as of February 2, 1999 are
identified in the table below.
<TABLE>
<CAPTION>
Title of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Ownership of Class
- ----------- ------------------- ----------------------- --------
<S> <C> <C> <C>
Common Sidney Canarick 253,725 shares (1) 8.19%
Stock 25 Glen Street
($.10 par value) Glen Cove, N.Y. 11542
Common Paul T. Canarick 253,725 shares (1) 8.19%
Stock 25 Glen Street
($.10 par value) Glen Cove, N.Y. 11542
Common Zachary Levy 238,618 shares 7.70%
Stock 125 Jerusalem Avenue
($.10 par value) Hicksville, N.Y. 11801
</TABLE>
1
<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, 1999 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>
<CAPTION>
Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class
- -------------- ---------------- -------------------- ----------
<S> <C> <C> <C>
Common Stock Paul T. Canarick 253,725 (1) 8.19%
($.10 par value)
Beverly Ann Gehlmeyer 31,119 (2) 1.00%
Howard Thomas Hogan, Jr. 30,277 (3) .98%
J. William Johnson 60,131 (4) 1.92%
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. 22,285 (7) .71%
Donald L. Manfredonia 14,016 (8) .45%
Joseph G. Perri 11,475 (9) .37%
John C. Sansone 5,375 (10) .17%
Directors and Executive
Officers as a group 463,848 (11) 14.95%
</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 2,765 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 26,550 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 20,450 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.
2
<PAGE>
(8) Including 11,216 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 10,775 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 700 shares in the name of Smith Barney, Inc. as custodian for
Joseph G. Perri under an Individual Retirement Account.
(10) Including 5,150 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 83,403 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 2000
Beverly Ann Gehlmeyer II 2000
Howard Thomas Hogan, Jr. I 1999
J. William Johnson II 2000
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 I 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 Messrs. Hogan, Maxwell,
Miller, and Teagle, each to hold office until the 2001 Annual Meeting of
Stockholders or until his successor is elected and qualified. If at the time of
the 1999 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 FOR all named nominees.
Information about the nominees and directors continuing in office follows.
The year set forth for each director is the year in which the person named
became a director 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.
3
<PAGE>
<TABLE>
<CAPTION>
Principal Occupations for Last Director
Name 5 Years and Other Directorships Since
- ------------------------ ------------------------------- --------
<S> <C> <C>
Paul T. Canarick President and Principal, 1992
(Age 42) Paul Todd, Inc.
(Construction Company)
Beverly Ann Gehlmeyer Tax Manager and Principal, 1978
(Age 67) Gehlmeyer & Gehlmeyer, P.C.
(Certified Public Accounting Firm)
Howard Thomas Hogan, Jr. Hogan & Hogan, Lawyer 1978
(Age 54) (Private Practice);
Director, Stat Design, Inc.
J. William Johnson Chairman of the Board, President, 1979
(Age 58) 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 and Chief Executive Officer, 1987
(Age 57) NIRx Medical Technologies Corp.
(Medical Technology);
(formerly Chairman of the Board and Chief
Executive Officer, Swissray Empower, Inc.,
a 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 58) Equal Opportunity Publications, Inc.
(Publishing);
Director, The Middleby Corporation and
Middleby Marshall, Inc.
Walter C. Teagle III President, Chief Executive Officer, 1996
(Age 49) 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;
Director, National Network Technologies, Inc.;
President and Trustee, The Green Vale School
</TABLE>
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 $900 for
each regularly scheduled Board meeting, provided they attend at least ten
meetings. If a director attends less than ten meetings, the director is paid
$900 for each meeting attended. In addition, directors of the Bank are paid $500
for each special Board meeting and $100 for each telephone Board meeting.
The Chairman of the Corporation's Nominating Committee receives an annual
retainer of $700, and other committee members receive annual retainers of $250.
The Chairmen of the Bank's Compensation, Compliance, Trust Investment, and Year
2000 Committees are each paid an annual retainer of $1,700, and other members of
these committees are paid annual retainers of $700. The Chairman of the Bank's
Loan Committee receives an annual retainer of $1,700, and other committee
members receive annual retainers of $250. In addition, the Chairman and all
other members of the Bank's Loan Committee receive $250 per meeting. The Bank's
Examining and Trust Audit Committees consist of the same four independent
directors, with the Chairman being paid an annual retainer or $1,700 and other
members paid an annual retainer of $700 for service on both committees. Neither
the Chairman nor the other members of the Pension Plan Committee receive fees
for their services. 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 determining
an appropriate level of compensation for the Corporation's Chief Executive
Officer and administering the Corporation's Stock Option and Appreciation Rights
Plan (the "Plan"). Administration of the Plan includes 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 4 times during 1998.
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 Beverly Ann Gehlmeyer, Walter C. Teagle III, and John
R. Miller III. The Nominating Committee will consider nominees proposed by
stockholders in accordance with the provisions of the Corporation's bylaws
establishing the information and notice requirements for such nominations. The
Committee met once during 1998.
The Board of Directors of the Bank has eight committees: an Examining
Committee, a Trust Audit Committee, a Compensation Committee, a Compliance
Committee, a Trust Investment Committee, a Loan Committee, a Year 2000
Committee, and a Pension Plan 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
5
<PAGE>
plan, scope and results of their audits and the results of examinations by
regulatory authorities. The members of the Examining Committee are Beverly Ann
Gehlmeyer, John R. Miller III, Paul T. Canarick, and Walter C. Teagle III.
During 1998, the Committee held 4 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, 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 1998, the Committee held 2 meetings that were joint
meetings with the Examining Committee 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 1998, the
Committee held 4 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 1998, 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 1998, 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 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., and J. William Johnson. Including the quarterly
meetings, the Committee held 33 meetings in 1998.
The Year 2000 Committee is responsible for monitoring the Bank's Year 2000
efforts and insuring that such efforts are in full compliance with the Year 2000
standards and guidelines issued by various bank regulatory agencies. The members
of the Year 2000 Committee are Walter C. Teagle III, Paul T. Canarick, and
Beverly Ann Gehlmeyer. The Committee, which was formed in April 1998, held 2
meetings during 1998.
The Pension Plan Committee has the authority to take such action with
respect to the Bank's Pension Plan and Supplemental Executive Retirement Plan as
may be necessary or advisable to be taken between regular meetings of the Bank's
Board of Directors. The members of the Pension Plan Committee are J. Douglas
Maxwell Jr., Beverly Ann Gehlmeyer, and John R. Miller III. Paul T. Canarick is
an alternate member of this Committee with the right to replace any absent
member of the Committee at any meeting thereof. The Committee met once during
1998.
6
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Corporation held 11 regular meetings and one
special meeting during 1998. Each director attended at least 75% of the
aggregate number of Board meetings and committee meetings on which such director
served.
MANAGEMENT
The following tables contain information about the executive officers of
the Corporation and the Bank.
<TABLE>
<CAPTION>
Executive Officers Term of Officer
of the Corporation Age Present Capacity Office Since
- ------------------ --- ---------------- ------- -------
<S> <C> <C> <C> <C>
J. William Johnson 58 Chairman of the Board, 3 yrs. 1984
President, and Chief
Executive Officer
Arthur J. Lupinacci, Jr. 58 Executive Vice President 1 yr. 1985
and Secretary
Mark D. Curtis 44 Senior Vice President 1 yr. 1997
and Treasurer
Donald L. Manfredonia 47 Senior Vice President 1 yr. 1987
Richard Kick 41 Senior Vice President 1 yr. 1991
Joseph G. Perri 47 Senior Vice President 1 yr. 1990
John C. Sansone 43 Senior Vice President 1 yr. 1992
<CAPTION>
Executive Officers Term of Officer
of the Bank Age Present Capacity Office Since
- ------------------ --- ---------------- ------- -------
<S> <C> <C> <C> <C>
J. William Johnson 58 Chairman of the Board, 1 yr. 1979
President, and Chief
Executive Officer
Arthur J. Lupinacci, Jr. 58 Executive Vice President 1 yr. 1985
Donald L. Manfredonia 47 Executive Vice President 1 yr. 1982
Mark D. Curtis 44 Senior Vice President, 1 yr. 1997
Chief Financial Officer
and Cashier
Richard Kick 41 Senior Vice President 1 yr. 1991
Joseph G. Perri 47 Senior Vice President 1 yr. 1990
John C. Sansone 43 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 employed by Gateway State Bank, most recently as
Executive Vice President, Chief Financial Officer and Secretary. Previously, he
was Senior Audit Manager at KPMG Peat Marwick, NY.
7
<PAGE>
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
and to what is paid to individuals in similar positions within the industry. As
such, (1) salaries are related to the Bank in light of overall Bank performance,
and (2) incentive compensation, an objective means of rewarding individual
performance, is paid pursuant to the Incentive Compensation Plan based on
achievement by the individual of objective goals and the Bank's performance with
respect to profitability and 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
8
<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, 1998 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 $100,000
for services rendered to the Corporation or the Bank. This information is
provided pursuant to the Securities and Exchange Commission executive
compensation disclosure rules for proxy statements. All of the listed officers
are also officers of the Corporation but received salaries only from the Bank;
no compensation for their employment, other than Stock Options or Stock
Appreciation Rights ("SARs"), was received from the Corporation. The Incentive
Compensation Plan under which the bonuses were paid is described below.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Annual Compensation Long -Term Compensation
------------------------------- ------------------------------
Awards Payouts
--------------------- -------
Other Restricted All Other
Name and Principal Compen- Stock Options/ Compen-
Position Year Salary Bonus sation Award(s) SARs (2) LTIP sation (3)
($) ($) ($) ($) # ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. William Johnson 1998 $ 307,000 $ 93,760 See None 1,800 None $ 36,914
Chairman of the Board, 1997 $ 295,000 $ 92,630 Footnote None 2,700 None $ 36,209
Director, President and 1996 $ 280,000 $ 87,640 (1) None 3,825 None $ 30,490
Chief Executive Officer
Arthur J. Lupinacci, Jr. 1998 $ 178,500 $ 45,375 See None 1,300 None $ 21,463
Executive Vice President 1997 $ 170,000 $ 41,310 Footnote None 1,950 None $ 20,866
1996 $ 157,000 $ 38,310 (1) None 2,700 None $ 17,090
Donald L. Manfredonia 1998 $ 135,500 $ 31,575 See None 800 None $ 13,886
Executive Vice President 1997 $ 129,000 $ 22,255 Footnote None 1,200 None $ 13,543
1996 $ 119,000 $ 24,400 (1) None 1,575 None $ 11,663
Joseph G. Perri 1998 $ 128,000 $ 28,200 See None 800 None $ 13,117
Senior Vice President 1997 $ 118,000 $ 18,530 Footnote None 1,200 None $ 12,388
1996 $ 114,500 $ 20,270 (1) None 1,575 None $ 11,214
John C. Sansone 1998 $ 121,500 $ 20,910 See None 800 None $ 11,926
Senior Vice President 1997 $ 115,000 $ 20,470 Footnote None 1,200 None $ 11,576
1996 $ 112,500 $ 21,265 (1) None 1,575 None $ 10,763
- ----------------------------------------------------------------------------------------------------------------
</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).
9
<PAGE>
(2) The 1997 option grants have been adjusted for the 3-for-2 stock split paid
February 1998. The 1996 option grants have been adjusted for the 3-for-2
stock splits paid February 1998 and 1996.
(3) All other compensation for 1998 (column (i) of the "Summary Compensation
Table") includes the following amounts either paid for or contributed on
behalf of the named executive officers. The 401(k) and profit sharing
contributions shown in the table include amounts paid under the Bank's
Profit Sharing and Supplemental Executive Retirement ("SERP") Plans.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Life 401(k) Profit
Insurance Matching Sharing
Name Premiums Contributions Contributions Total
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. William Johnson ............. $ 9,284 $ 6,140 $21,490 $36,914
Arthur J. Lupinacci, Jr ........ $ 5,398 $ 3,570 $12,495 $21,463
Donald L. Manfredonia .......... $ 1,691 $ 2,710 $ 9,485 $13,886
Joseph G. Perri ................ $ 1,597 $ 2,560 $ 8,960 $13,117
John C. Sansone ................ $ 991 $ 2,430 $ 8,505 $11,926
- -----------------------------------------------------------------------------------------
</TABLE>
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.
- --------------------------------------------------------------------------------
Years of Creditable Service
Average Annual ---------------------------------------------------------------
Compensation 10 15 20 25 30 35
- --------------------------------------------------------------------------------
$100,000 $ 15,975 $ 23,962 $ 31,949 $ 39,937 $ 47,924 $ 55,911
$125,000 $ 20,350 $ 30,525 $ 40,699 $ 50,874 $ 61,049 $ 71,224
$150,000 $ 24,725 $ 37,087 $ 49,449 $ 61,812 $ 74,174 $ 86,536
$175,000 $ 29,100 $ 43,650 $ 58,199 $ 72,749 $ 87,299 $101,849
$200,000 $ 33,475 $ 50,212 $ 66,949 $ 83,687 $100,424 $117,161
$225,000 $ 37,850 $ 56,775 $ 75,699 $ 94,624 $113,549 $132,474
$250,000 $ 42,225 $ 63,337 $ 84,449 $105,562 $126,674 $147,786
$300,000 $ 50,975 $ 76,462 $101,949 $127,437 $152,924 $178,411
$400,000 $ 68,475 $102,712 $136,949 $171,187 $205,424 $239,661
$500,000 $ 85,975 $128,962 $171,949 $214,937 $257,924 $300,911
$600,000 $103,475 $155,212 $206,949 $258,687 $310,424 $362,161
- --------------------------------------------------------------------------------
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 retirement, each participant is paid a benefit in the
form of a joint and survivor annuity computed by
10
<PAGE>
(i) multiplying the participant's final average compensation (the average of the
participant's Annual Earnings, as defined, during the five highest consecutive
years of employment) by the product of 1.75 percent and the participant's
credited years of service (to a maximum of 35 years), (ii) adding 1.25 percent
of average compensation times the participant's credited years of service in
excess of 35 years (up to five such years), and (iii) subtracting the product of
.49 percent of the participant's final three year average compensation (limited
to covered compensation) and the participant's 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. Contributions of $286,058 and $3,166 are required
for the plan years ended September 30, 1999 and 1998, respectively. The
contribution for the plan year ended September 30, 1998 is equal to the full
funding limit under the Employee Retirement Income Security Act of 1974 and is
net of a full funding credit of $243,552. 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; and (3) generally all other taxable compensation
except that resulting from the Bank's contributions to the SERP or reimbursement
for taxes on SERP earnings and amounts realized after April 15, 1998 from the
exercise of disqualified incentive stock options. As to Mr. 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 - 18
years; Mr. Lupinacci - 12 years; Mr. Manfredonia - 15 years; Mr. Perri - 7
years; Mr. Sansone - 5 years; and all executive officers as a group - 64 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.
11
<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 one 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 1998, the Bank chose to
contribute approximately $416,000 which is approximately 3.4% 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 $10,000 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. Total Matching Contributions for 1998 were
approximately $106,000.
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 1998 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 1998 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.
12
<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 1998 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 1998 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 or SARs 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
13
<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 Compensation and Stock
Option Committee which administers the 1996 Plan. No member of the Compensation
and 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 1998, ISOs to purchase 14,650 shares were granted under the 1996
Plan at a per share, weighted average exercise price of $42.03. The following
table shows, as to the executive officers named in the "Summary Compensation
Table", information for 1998 with respect to the options granted.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Individual Grants
- -------------------------------------------------------------------------- Potential Realizable
Percent of Value at Assumed
Total Annual Rates of Alternative to
Options/ Stock Price (f) and (g)
SARs Appreciation Grant Date
Options/ Granted to For Option Term Value
SARs Employees Exercise or ------------------------------------------
Granted in Fiscal Base Price Expiration Grant Date
Name (#) Year ($/Sh) Date 5% ($) 10% ($) Present Value $
(a) (b) (c) (d) (e) (f) (g) (h)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
J. William Johnson 1,800 12.29% $42.00 1/19/08 $ 47,544 $120,487 Not Applicable
Arthur J. Lupinacci, Jr. 1,300 8.87% $42.00 1/19/08 $ 34,338 $ 87,018 Not Applicable
Donald L. Manfredonia 800 5.46% $42.00 1/19/08 $ 21,131 $ 53,550 Not Applicable
Joseph G. Perri 800 5.46% $42.00 1/19/08 $ 21,131 $ 53,550 Not Applicable
John C. Sansone 800 5.46% $42.00 1/19/08 $ 21,131 $ 53,550 Not Applicable
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
14
<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, 1998 for each of the executive officers named in the
"Summary Compensation Table."
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Number of Value of
Unexercised Unexercised
Options/SARs in-the-Money
Shares Value at Fiscal Year-End Options/SARs
Acquired on Realized (all are exercisable) at Fiscal Year-
Name Exercise (#) ($) (#) End ($)
(a) (b) (c) (d) (e)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. William Johnson 6,814 $245,994 26,550 $634,725
Arthur J. Lupinacci, Jr -- -- 21,715 $597,591
Donald L. Manfredonia 1,486 $ 43,815 11,450 $304,074
Joseph G. Perri -- -- 10,775 $281,495
John C. Sansone (1) 1,575 $ 49,686 5,150 $105,088
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Value realized includes $30,360 which resulted from the exercise of
disqualified incentive stock options prior to April 15, 1998. Such amount
is included in covered compensation for purposes of the Bank's Pension
Plan.
There were no long-term incentive plan awards granted in the last fiscal
year.
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, 1999. 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 $325,000 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.
Severance Agreements
Messrs. Lupinacci, Manfredonia, Perri, and Sansone each have a severance
agreement with the Corporation. Each such agreement has a term of one year
effective November 20, 1998. The term of each agreement is automatically renewed
for additional one-year terms, unless the Board of Directors of the Corporation
chooses not to renew and notifies the officer at least thirty days prior to the
end of a term. Each officer's agreement entitles him to a "Termination Payment"
in the event that the officer's
15
<PAGE>
employment is terminated within twenty-four months following a Change of Control
Event, as defined, or, under certain circumstances, following the acquisition of
more than 20% of the voting shares of the Corporation by any entity, person, or
group. The Termination Payment also applies if the officer resigns for Good
Reason, as defined, within twenty-four months after a Change of Control Event.
The Termination Payment for Messrs. Lupinacci, Manfredonia, Perri, and Sansone
is equal to 150%, 125%, 100%, and 100%, respectively, of his then current annual
base salary. Alternatively, each officer's agreement entitles him to a payment
in the amount of 66 2/3% of the Termination Payment in the event that the
officer resigns for any reason during the period beginning on the thirty-first
day after a Change of Control Event and ending on the sixtieth day after such
event.
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*.
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
The First of Long Island Corporation $ 107.7 $127.81 $148.52 $272.14 $300.59
National Commercial Banks Index $ 98.37 $156.29 $219.53 $326.49 $352.52
NASDAQ Market Index $104.99 $136.18 $169.23 $ 207 $291.96
</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, 1994
Assumes Dividend Reinvested
Fiscal Year Ended December 31, 1998
* 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.
16
<PAGE>
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 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 $25,061 for
the year ending October 30, 1998 and $25,813 for the year ending October 30,
1999. 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 1998 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, 1998
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 1999. 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.
17
<PAGE>
STOCKHOLDER PROPOSALS
Any proposals of stockholders intended to be submitted at the 2000 Annual
Meeting of Stockholders must be received by the Chairman of the Board or the
President no later than November 10, 1999 in order to be included in the proxy
statement and form of proxy for such meeting. If the Corporation is not notified
of a stockholder proposal by January 24, 2000, then the proxies held by
management of the Corporation may provide the discretion to vote against such
stockholder proposal, even though such proposal is not included in the proxy
statement and form of proxy.
ANNUAL REPORTS TO STOCKHOLDERS
Consolidated financial statements for the Corporation and the Bank are
included in the Corporation's 1998 Annual Report to Stockholders, which was
mailed with this Proxy Statement. In addition, copies of the 1998 Annual Report
or the annual report on Form 10-K as filed with the Securities and Exchange
Commission for 1998 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. The financial statements contained in the Corporation's
1998 Annual Report are not part of this Proxy Statement.
By Order of the Board of Directors
Arthur J. Lupinacci, Jr.
March 9, 1999 Executive Vice President and Secretary
18
<PAGE>
REVOCABLE PROXY
THE FIRST OF LONG ISLAND CORPORATION
- --- ------------------
|X| PLEASE MARK VOTES
- --- AS IN THIS SAMPLE
------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 1999
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 20, 1999, 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 9, 1999, 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:
With- For All
For hold Except
1. Election of Directors |_| |_| |_|
To elect four (4) Directors, each
for a term of two (2) years (except
as marked to the contrary below)
HOWARD THOMAS HOGAN, JR. J. DOUGLAS MAXWELL, JR.
JOHN R. MILLER III WALTER C. TEAGLE III
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"For All Except" and write the name(s) of any such nominee(s) in the space
provided below.
- --------------------------------------------------------------------------------
2. Other Matters: If any other business is presented at said meeting, this
Proxy shall be voted in accordance with the best judgement of the Proxies.
IF NO DESIGNATIONS ARE MADE IN THE BOXES PROVIDED ABOVE AS TO THE ELECTION
OF DIRECTORS, THIS PROXY WILL BE VOTED "FOR" 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.
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.
---------------
Please be sure to sign and date the Proxy in the box below. Date
- --------------------------------------------------------------------------------
Stockholder sign above. Co-holder (if any) sign above
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Detach above card, sign, date and mail in postage paid envelope provided.
THE FIRST OF LONG ISLAND CORPORATION
- --------------------------------------------------------------------------------
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- --------------------------------------------------------------------------------
