SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Cortland First Financial Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
CORTLAND FIRST FINANCIAL CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MARCH 27, 1995
SOLICITATION AND VOTING OF PROXIES
The accompanying Proxy is furnished in connection with the solicitation on
behalf of the Board of Directors of Cortland First Financial Corporation (the
"Company") of proxies for use at the Annual Meeting of Shareholders to be held
at 1:00 p.m. on March 27, 1995, at the Company's branch office, No. 1125 Groton
Avenue, Cortland, New York 13045.
If the enclosed Proxy is properly executed and returned, all shares
represented thereby will be voted according to the instructions set forth
thereon. If no such instructions are specified, the Proxy will be voted FOR the
election of the named individuals as Directors of the Corporation as outlined in
the Notice of Annual Meeting of Shareholders. As to any other business which
may properly come before the meeting, the persons named on the Proxy will vote
according to their best judgment.
Any proxy given by a shareholder may be revoked at any time before it is
voted by: (i) the shareholder attending the meeting and voting thereat in
person; (ii) the due execution and delivery of a later dated proxy; or (iii) the
due execution and delivery of a written notice of revocation to Donald S. Ames,
Secretary, Cortland First Financial Corporation, No. 65 Main Street, Cortland,
New York 13045. If not revoked, the Proxy will be voted in accordance with its
terms.
This proxy statement and the accompanying Proxy are first being mailed to
shareholders on or about February 28, 1995.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
At the close of business on February 10, 1995, the record date for the
determination of shareholders entitled to vote at the meeting, there were
outstanding and entitled to vote 672,000 shares of the Company's common stock.
Each share of common stock entitles the holder to one (1) vote.
ELECTION OF DIRECTORS
At the meeting, a total of four (4) Directors (Class III) are to be elected
to serve for a term of three (3) years and until their respective successors are
duly elected and qualified. The shares represented by the enclosed Proxy will
be voted FOR the election of the four (4) nominees named below (unless otherwise
specified), each of whom is at present a Director of the Company. If any
nominee becomes unavailable for any reason before the election (which is not
anticipated), the Proxy may be voted for such other person as may be determined
by the Board of Directors of the Company.
<TABLE>
INFORMATION CONCERNING NOMINEES FOR DIRECTORS
AND OTHER DIRECTORS
<CAPTION>
Shares % of
Beneficially Total
Business Experience Director Owned as of Common
Name and Age and Directorships Since* 2/10/95 (1) Stock
NOMINEE FOR ELECTION (CLASS III)
<S> <S> <C> <C> <C> <C>
Harry D. Newcomb (66) Director of Company; 1979 4,050 (2) .60
President - Newcomb
Motors, Inc.,
Cortland, New York
(automobile dealer)
Stuart E. Young (45) Director of Company; 1991 200 .03
Partner - Spruce-Eden
Farms (dairy farm);
President - Cortland
Bulk Milk Producers
Cooperative, Inc.
(6/89 to present)
Mary A. Bellardini (61) Director of Company; 1994 ** 100 .01
Mayor - Village of
Homer (4/87 to present);
Director - Blue Cross and
Blue Shield of Central
New York, Inc. (health
and hospitalization
insurance) (1984 to 1994);
Director - HMO-CNY, Inc.
(health maintenance
organization) (1995)
John H. Buck (49) Director of Company; 1994 ** 146 .02
President - Buck
Environmental
Laboratories, Inc.
(testing facility for
air, water, soil,
and waste)
(12/88 to present)
</TABLE>
<TABLE>
OTHER DIRECTORS ***
<CAPTION>
Shares % of
Beneficially Total
Business Experience Director Owned as of Common
Name and Age and Directorships Since* 2/10/95 (1) Stock
<S> <S> <C> <C> <C>
David R. Alvord (54) President and Director 1979 1,757 .26
of Company;
President, Chief
Executive Officer and
Director - First National
Bank of Cortland
Donald S. Ames (52) Director of Company; 1986 23,948 3.46
President - Cortland
Laundry, Inc.,
Cortland, New York
(commercial laundry)
David J. Taylor (51) Director of Company; 1993 500 .07
President - Prosco
Products, Inc.
Cortland, New York
(manufacturer's
representative/distributor)
Robert M. Lovell (48) Director of Company; 1988 518 (3) .08
President - Cortland
Memorial Hospital
Richard J. Shay (62) Director of Company; 1988 400 .06
District Attorney -
Cortland County,
Cortland, New York
Charles H. Spaulding(46) Director of Company; 1993 997 (4) .15
Vice President - George
B. Bailey Agency, Inc.
Cortland, New York
(insurance agency)
Edwin B. Bickford (70) Director of Company; 1967** 5,400 (5) .80
Retired; former owner/
operator - Hathaway
Farms (private dairy
farm)
Esther F. Twentyman (70) Director of Company; 1977** 4,600 .68
Homemaker and Community
Volunteer (7/89 to
present); Administrative
Aide - New York State
Assembly (6/83 to 7/89)
All Directors and Officers
as a Group (13 in Group) 42,716 6.36<PAGE>
* Year in which the Director was first elected to the Board of
Directors of the Company or the Company's subsidiary, First
National Bank of Cortland (the "Bank").
** In December 1994, the Board of Directors increased its size
by two (2) to its current level of twelve (12). Mrs.
Bellardini and Mr. Buck were appointed by the Board to fill
these vacancies. At the time of the appointments, Mrs.
Bellardini and Mr. Buck were assigned to Class III. At the
meeting, Mrs. Twentyman will be retiring, having reached the
mandatory retirement age set forth in the Company's bylaws.
Mr. Bickford was also scheduled to retire at the meeting.
Unfortunately, he passed away on February 3, 1995. In
anticipation of these vacancies, the Board has passed a
resolution fixing the number of Directors at ten (10)
effective immediately after the meeting.
*** Messrs. Alvord, Ames, and Taylor are members of Class I
with terms expiring in 1996; Messrs. Spaulding, Shay, and
Lovell are members of Class II with terms expiring in 1997.
(1) Includes shares owned by family members residing in
the same household as to which certain Directors disclaim
beneficial ownership. Except as otherwise indicated the named
Director has sole voting and sole investment power with
respect to all of the indicated shares.
(2) Includes 2290 shares owned by Mr. Newcomb's wife,
Muriel, of which Mr. Newcomb disclaims any beneficial
ownership.
(3) Includes 268 shares owned by Mr. Lovell's children,
Owen and Adrienne pursuant to the Uniform Gift to Minors Act,
of which Mr. Lovell has sole voting and investment power.
(4) Includes 897 shares owned by Mr. Spaulding's wife,
Elizabeth, of which Mr. Spaulding disclaims any beneficial
ownership.
(5) Includes 1200 shares owned by Mr. Bickford's wife,
Mary.
The principal occupations of all the nominees and other
Directors have been set forth for five (5) years or more.
Management is not aware of any family relationships between
the above-named Directors.
</TABLE>
ORGANIZATION AND COMPENSATION OF THE BOARD OF DIRECTORS
During 1994, there were six (6) regularly scheduled
meetings of the Company's Board of Directors. There were
twelve (12) regularly scheduled meetings of the Bank's Board
of Directors. Each of the incumbent Directors of the Company
attended at least seventy-five percent (75%) of the aggregate
of all of the meetings of the Board of Directors and any
committees on which the Director was a member, except for Mr.
Bickford whose attendance record was seventy-two percent (72%)
resulting from his inability to attend meetings since October
1994 due to illness. The Company's Executive Committee, which
consists of Messrs. Alvord and Ames, has the power to exercise
all of the executive and supervisory powers of the entire
Board of Directors in the interim between meetings of the
Board of Directors. This Committee did not meet in 1994. The
Company does not have any nominating, compensation or audit
committee. The Bank, however, does have a Trust Audit
Committee, an Audit Committee, an Executive Committee, and a
Compensation Committee. The Bank also has a Trust Committee
which met forty-one (41) times during 1994. A description of
the Bank's Trust Audit, Audit, Executive, and Compensation
Committees follows.
Trust Audit Committee:
The Trust Audit Committee met one (1) time in February
1995. The function of the committee is to review the audit of
the Trust Department to determine whether income and expense
is properly recorded, whether adequate internal controls and
safeguards are maintained and if any funds held in a fiduciary
capacity remain uninvested or undistributed any longer than
necessary.
The Committee consists of the following Directors
appointed by the President and approved by the Board of
Directors: Richard J. Shay and Charles H. Spaulding. Mr.
Bickford was a member up until the time of his death.
Audit Committee:
The Audit Committee, which met twelve (12) times in 1994,
supervises the internal audit activities of the Bank and
supervises and directs the Bank's auditors. The function of
the Committee is to ensure that the Bank's activities are
being conducted in accordance with law and the banking rules
and regulations established by the Comptroller of the
Currency, other regulatory and supervisory authorities, and in
conformance with established policy. In addition, the Audit
Committee recommends to the Board, the services of a reputable
certified public accounting firm. The Board of Directors then
appoints the certified public accounting firm at the annual
reorganization meeting of the Directors. The Committee
receives and reviews the reports of the certified public
accounting firm and presents them to the Board of Directors
with comments and recommendations.
The Committee consists of the following Directors
appointed by the President and approved by the Board of
Directors: Richard J. Shay, Donald S. Ames, and Harry D.
Newcomb.
Executive Committee:
The Executive Committee possesses and may exercise all
the executive and supervisory powers of the entire Board of
Directors between meetings of the Board subject to such
restrictions and instructions as may from time to time be
given to the Committee by the Board of Directors and except as
the bylaws otherwise provide. The Committee met fifty-one
(51) times in 1994.
The Committee consists of the following Directors
appointed by the President and approved by the Board of
Directors: David R. Alvord, Donald S. Ames, Harry D. Newcomb,
and Richard J. Shay. The remaining Directors serve on a
rotating basis.
Board of Directors' Fees:
The Directors of the Company receive no compensation for
serving in such capacity. For the year 1995, members of the
Bank's Board of Directors are being compensated at the rate of
$350.00 per meeting attended; members of the Executive
Committee are being compensated $75.00 per meeting attended;
members of the Compensation Committee are being compensated
$200.00 per meeting attended; and, members of the Community
Reinvestment Act Committee are being compensated $50.00 per
meeting attended.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation for
services to the Bank in all capacities in the years 1992 -
1994 to each of the most highly compensated executive officers
of the Bank who received more than $100,000 in cash
compensation.
<TABLE>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Payouts
<CAPTION>
Name and LTIP All Other
Principal Payouts Compensation
Position Year Salary($) ($)(1) ($)(2)
<S> <C> <C> <C> <C>
David R. Alvord 1994 141,000. 0. 107,856.
President and 1993 133,000. 0. 62,230.
Chief Executive 1992 126,000. 12,700. 39,934.
Officer of the
Bank
(1) Paid to Mr. Alvord under the three (3) year
Executive Incentive Compensation Plan described on page 7.
(2) Includes the following amounts for Mr. Alvord for
1994: $35,206 under the one (1) year Executive Incentive
Compensation Plan described on page 7; $8,645 for the current
year contribution to the Employee Salary Savings Plan - 401K;
$6,000 for the current year contribution to the pension plan;
and $58,005 for the current year contribution to the Excess
Benefit Plan described on page 7.
</TABLE>
The Compensation Committee of the Bank meets semi-
annually to conduct a comprehensive performance review of all
Bank officers and to recommend the annual base remuneration
for the Bank officers to the Board of Directors. The
Committee considers each officer's performance as measured
against that individual's job description.
In recommending the base annual salary for the chief
executive officer, the Committee considers overall asset
quality, earnings, capital adequacy, peer group and industry
comparisons, general economic trends and total return to
shareholders. The Committee believes that Mr. Alvord
performed exceptionally well in each of the above measurable
categories and that the Company's success is due, in large
part, to his efforts. Mr. Alvord does not participate in the
determination of his annual compensation.
The Committee meets separately to consider award payments
under the Bank's Executive Incentive Compensation Plan. Under
this plan certain designated officers are considered for
annual and three (3) year incentive payments based on prior
goals established by the Board of Directors for return on
assets. A description of this plan is found on page 7.
The Committee is appointed by the President, approved by
the Board of Directors, and consists of Donald S. Ames, Jr.,
Robert M. Lovell, David J. Taylor, Harry D. Newcomb and James
H. Sarvay. Mr. Bickford was also a member.
[Graph inserted here]
<TABLE>
Comparison of Five Year Cumulative Total
Return of CFFC, S&P 500 & NASDAQ Banks
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
NASDAQ Banks 100 73 120 175 199 199
CFFC 100 107 124 139 232 344
S&P 500 100 97 127 136 149 151
</TABLE>
Pension Benefits
The Bank has a non-contributory pension plan which an
employee is eligible to participate in upon attaining age
twenty-one (21) and completion of twelve (12) months
consecutive service during which the employee worked 1,000 or
more hours of service. The Bank's contribution is determined
according to a formula based on years of service with the
Bank. The Bank's contribution to the Plan in 1994 and 1993
totaled $97,100 and $112,906, respectively. Contributions to
the plan in 1994 were $6,000 for Mr. Alvord, and $26,036 for
all eight (8) executive officers as a group.
401K Plan
The Bank has an Employee Salary Savings Plan - 401K. The
Bank's contributions to the 401K Plan are made according to a
schedule of matching employee contributions and are made as
accrued. The Bank's contributions to the Plan for 1994 and
1993 were $81,523 and $72,155, respectively. Contributions to
the plan in 1994 were $8,645 for Mr. Alvord, and $27,689 for
all eight (8) executive officers as a group.
Executive Incentive Compensation Plan
On May 17, 1987, the Board of Directors of the Bank
approved the adoption of an Executive Incentive Compensation
Plan (the "Plan"). Its purpose is to enhance the Bank's
performance and to further its long-term objectives by
providing certain key employees with financial incentives. On
November 29, 1988, the Compensation Committee of the Bank
determined that the Plan should be implemented beginning in
calendar year 1989.
Under the terms of the Plan, at the beginning of each
year the Board of Directors establishes target performance
goals for the Bank for both the current year and for the next
three (3) years. If, in the opinion of the Board, the one (1)
year goal is met, eligible employees could be entitled to
receive such award as is determined by the Board of Directors.
The annual award fund for distribution to plan participants
may not exceed fifteen percent (15%) of participating base
payroll exclusive of any overtime pay, bonuses or fringe
benefits. Similarly, if the three (3) year goal is met,
participants could be entitled to an additional award payment
as determined by the Board of Directors. Such award fund may
not exceed fifteen percent (15%) of the average base salaries
during the three (3) year performance period.
Participation in the Plan is designed to include the
Bank's President, Chief Executive Officer, Function Managers
and those other employees who, in the opinion of the Board,
contribute significantly to the profitability of the Bank.
Plan awards either are paid in cash at the end of the
applicable one (1) year or three (3) year performance period
or, at the election of the participating employee, may be
deferred until a later specified date.
The target performance objective for the current year was
a return on average assets of 1.30%. The target performance
objective for the three (3) year award was previously
established at 1.25%. A second criterion for the three (3)
year award requires that the Company's average return on
average assets equal or exceed a selected peer group average
return on average assets.
A total of $78,525 was accrued for the year 1994 in
connection with the one (1) year goal for all executive
officers as a group. Of this amount, a total of $21,150 was
earned by Mr. Alvord. A total of $43,895 was accrued in 1994
in connection with the three (3) year plan bringing the total
accrual for the three (3) year goal to $90,827. None of this
amount has been allocated to any individual participants. The
total accrual in connection with the Plan for both the one (1)
and three (3) year goals was $122,420 for 1994 and $127,577
for 1993.
Excess Benefit Plan
Effective January 1, 1991, the Board of Directors of the
Bank approved the adoption of an Excess Benefit Plan for David
R. Alvord (the "Excess Plan"). Its purpose is to provide Mr.
Alvord with retirement benefits in addition to those benefits
provided pursuant to the Bank's pension plan.
Under the terms of the Excess Plan, Mr. Alvord is
entitled to receive upon retirement at age sixty-five (65) an
amount equal to eighty percent (80%) of his then Average Base
Compensation increased by the amount of the Accumulated Fund
expressed as a straight life annuity and reduced by the sum
of: (a) the annual benefit to be provided Mr. Alvord pursuant
to the Bank's pension plan expressed as a straight life
annuity; (b) the annual benefit to be provided from the vested
portion of the Bank's contributions to Mr. Alvord's account
balance in the Bank's 401-K Plan as if such balance were to be
paid in the straight life annuity; and (c) an amount equal to
Mr. Alvord's primary social security benefit expressed in the
form of a straight life annuity. The Accumulated Fund is the
amount that would have been contributed to the Bank's pension
plan on Mr. Alvord's behalf but for the limitation imposed by
Section 401(a)(4) of the Internal Revenue Code. The
Accumulated Fund is deemed to have earned interest each year
at the same rate of return actually earned for such year by
the Bank's pension plan.
Under the original terms of the Excess Plan, the amount
of the benefit to be paid to Mr. Alvord was to be reduced in
the event he retired before age sixty-five (65). The amount
of the reduction was based on a fraction the numerator of
which was the number of years remaining until Mr. Alvord
reaches age sixty-five (65) and the denominator of which is
the total number of years of service Mr. Alvord would have had
had he continued to work until such age. In addition, certain
actuarial reductions were to be applied to reflect the early
commencement of payments. Effective January 1, 1994, the
Excess Plan was amended to provide that no reduction will be
made, whether to reflect remaining years of service to age
sixty-five (65) or to reflect the early commencement of
payments, in the event such retirement is the result of Mr.
Alvord's retirement on or after the expiration of his
Employment Agreement (December 31, 2000), Mr. Alvord's
disability, a termination by the Bank without cause, the
occurrence of an event which gives Mr. Alvord the right to
terminate his employment under the Employment Agreement (e.g.,
a Change in Control, a material reduction in Mr. Alvord's
authority), or Mr. Alvord's death. If Mr. Alvord retires
before age sixty (60), no benefits are payable under the
Excess Plan unless such retirement is the result of a Change
in Control, a material reduction in Mr. Alvord's authority,
Mr. Alvord's disability, or a termination by the Bank without
cause.
For purposes of the Excess Plan, the term Change in
Control means a sale by the Company or the Bank of all or
substantially all of its assets, any individual or entity
acquiring at least twenty-five percent (25%) of those
securities of the Bank entitled to vote for directors.
Average Base Compensation is generally defined as Mr. Alvord's
average salary for the thirty-six (36) month period
immediately preceding his retirement including any elective
contributions to the 401-K Plan and annual bonus, but
excluding any bonuses paid pursuant to the Bank's Executive
Incentive Compensation Plans and the value of any employee
benefits paid on Mr. Alvord's behalf.
In order to fund its liability, effective January 1,
1995, the Bank established the "First National Bank of
Cortland Excess Benefit Trust for the Benefit of David R.
Alvord." Each year the Bank will contribute such amount to
the Trust so that the balance of the Trust will equal the
actuarial value of the estimated benefit payable to Mr. Alvord
pursuant to the Excess Plan. The initial contribution to the
Trust was $118,000. The contribution for 1994 was $58,005.
Deferred Compensation Agreement
Effective December 31, 1991, the Bank adopted a Deferred
Compensation Agreement with its Directors. The purpose of the
Agreement is to provide Directors with the option to defer the
receipt of all or a portion of their director's fees. The
election must be made on or before December 31st of the year
preceding the year in which the fees are to be paid. Once
made, the election will remain in effect until revoked by the
individual Director. All amounts deferred pursuant to the
Agreement will be credited with interest each month at the
rate being paid on one (1) year U.S. Treasury Notes as of
January 1st of the particular year.
Upon a Director no longer being a member of the Bank's
Board, all amounts deferred by the Director plus any earnings
thereon shall be paid, at the Director's election, over a
period of ten (10) years or in a lump sum. A Director may
elect to defer commencement of any installment payments for up
to five (5) years following his or her termination as a member
of the Board.
During 1994, two (2) Directors participated in the
deferred compensation arrangement. The Directors deferred a
total of $14,975.
Other Transactions
The Bank has had and expects to have in the future,
banking transactions in the ordinary course of business with
many of its Directors, officers and their associates. The
maximum aggregate extensions of credit to Directors and
executive officers and their related interests since the
beginning of 1994 was $4,423,821 or 20.37% of the Bank's total
equity capital. As of December 31, 1994, such indebtedness
totaled $4,400,130 or 20.32% of the Bank's equity capital.
All extensions of credit to such persons have been 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 other persons,
and in the opinion of the management of the Bank, do not
involve more than a normal risk of collectibility or present
other unfavorable features.
Employment Agreement
Effective January 1, 1994, the Company and the Bank
entered into an agreement with Mr. Alvord providing for his
continued services through December 31, 2000, at a minimum
base salary of $133,000 per year. The agreement provides that
it may be terminated by Mr. Alvord at any time during the
first six (6) months following a "change in control" of the
Company or the Bank. A change in control is defined as (i)
the sale, exchange or other disposition by either the Company
or the Bank of all or substantially all of its assets either
to a single purchaser or to a group of affiliated purchasers
in one (1) transaction or a series of related transactions
pursuant to common plan; (ii) the sale, exchange or other
disposition in one (1) transaction or in a series of related
transactions pursuant to a common plan by either the Company
or the Bank of at least twenty-five percent (25%) of its
issued and outstanding shares; or (iii) the merger,
consolidation or other combination of either the Company or
the Bank where the existing shareholders receive less than
fifty-one percent (51%) of the outstanding voting stock of the
new or continuing entity. In the event of such a termination,
Mr. Alvord will be entitled to receive an amount equal to
three (3) times his then base salary plus the amount of any
taxes or other charges which may be imposed upon Mr. Alvord
pursuant to the Internal Revenue Code as a result of any
"excess parachute payments".
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
At its last organizational meeting the Board reappointed
Coopers & Lybrand as the Company's independent auditors for
the year ending December 31, 1994. This appointment was based
upon the recommendation of the Audit Committee. An
independent auditor has not yet been selected for the
Company's current year.
A representative of Coopers & Lybrand is not expected to
be present at the Annual Meeting of Shareholders. In the
event a representative does attend, such representative will
have an opportunity to make a statement if so desired and to
respond to appropriate questions.
ANNUAL REPORT
The Annual Report of the Company, including financial
statements for the year 1994, accompanies this proxy
statement.
OTHER MATTERS
The Board of Directors is not aware of any matters other
than those indicated above that will be presented for action
at the meeting. The enclosed Proxy gives discretionary
authority, however, in the event any other matter should be
presented.
EXPENSES OF SOLICITATION
The cost of solicitation of proxies will be borne by the
Company. In addition to the use of the mails, some of the
officers, Directors and regular employees of the Company may
solicit proxies in person and by telephone and telegraph and
may solicit brokers and other persons holding shares
beneficially owned by others to procure from the beneficial
owners consents to the execution of proxies. The Company will
reimburse such brokers and other persons for their expenses
incurred in sending proxy forms and other material to their
principals.
SUBMISSION OF PROPOSALS BY SHAREHOLDERS
Any proposals of shareholders intended to be presented at
the 1996 Annual Meeting of Shareholders must be received by
the Company not later than December 1, 1995, for inclusion in
the proxy statement and form of proxy pertaining to that
meeting.
By Order of the Board of Directors
Donald S. Ames
Secretary
Dated: February 28, 1995
Appendix A: Proxy Card
CORTLAND FIRST FINANCIAL CORPORATION
PROXY SOLICITED BY BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS, MARCH 27, 1995
PROXY
The undersigned hereby appoints David R. Alvord, Donald S. Ames
and Richard J. Shay, and each of them, with full power of
substitution, attorneys and proxies to represent the undersigned at
the Annual Meeting of Shareholders of Cortland First Financial
Corporation to be held at the Company's branch office, No. 1125 Groton
Avenue, Cortland, New York 13045, on March 27, 1995, at 1:00 p.m. and
at any adjournment or adjournments thereof, and to vote all shares of
stock which the undersigned may be entitled to vote at said meeting,
and with all other powers which the undersigned would possess if
personally present.
(1) ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as withheld in the space to vote for all
below) nominees below
(CLASS III)
Harry D. Newcomb
Stuart E. Young
Mary Alice Bellardini
John H. Buck
(Instructions: To withhold authority to vote for any
individual nominee, write that nominee's name in the
space provided below.)
___________________________________________________________________
(2) With discretionary authority upon such other business as may
properly come before the meeting.
PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN
This Proxy will be voted as directed but, if no direction is
indicated, it will be voted FOR the election of Directors. Matter (1)
above has been proposed by the Board of Directors of the Corporation.
Date:___________________,1995
_____________________________
_____________________________
Signature(s) of Shareholder(s)
INSTRUCTIONS
Please sign exactly as name appears hereon and where shares are
held jointly each holder should sign. If you cannot be present in
person at the meeting, it is important that your Proxy be dated,
signed and returned promptly in the enclosed envelope in order to
assure that your stock may be voted at the meeting.
When signing as attorney, administrator, executor, trustee,
guardian or other fiduciary, please give your full title. If signing
for a corporation, please indicate your office.
Appendix B: Notice of Annual Meeting
CORTLAND FIRST FINANCIAL CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 27, 1995
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the
Shareholders of CORTLAND FIRST FINANCIAL CORPORATION (the "Company")
will be held on Monday, March 27, 1995, at 1:00 p.m. at the Company's
branch office, No. 1125 Groton Avenue, Cortland, New York 13045, for
the following purposes:
(1) To elect four (4) Directors (Class III) to serve for a
term of three (3) years or until their respective
successors are duly elected and qualified;
(2) To transact such other business as may properly come
before the meeting.
The Board of Directors has fixed the close of business on
February 10, 1995, as the record date for the determination of
shareholders entitled to notice of and to vote at this meeting, and
any adjournment thereof.
In order to assure your representation at the meeting, please
date, sign and mail promptly the enclosed Proxy, which is being
solicited on behalf of the Board of Directors. A return self
addressed envelope which requires no postage if mailed in the United
States is enclosed for your convenience.
By Order of the Board of Directors
DONALD S. AMES
Secretary
February 28, 1995
