<PAGE>
<PAGE>
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
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-11(c) or
Subsection 240.14a-12
ES&L BANCORP, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
ES&L BANCORP, INC.
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Rules 0-11(c)(1)(iii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $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:
_________________________________________________________________
4. Proposed maximum aggregate value of transaction:
_________________________________________________________________
[ ] 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:
____________________________________________<PAGE>
<PAGE>
September 20, 1996
Dear Stockholder:
We invite you to attend the Annual Meeting of Stockholders
of ES&L Bancorp, Inc. (the "Corporation"), the holding company of
Elmira Savings and Loan, F.A., to be held at Mandeville Hall, the
Clemens Center, Clemens Center Parkway, Elmira, New York, on
Wednesday, October 23, 1996 at 7:00 p.m.
The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the
Corporation. Directors and officers of the Corporation as well
as representatives of Mengel, Metzger, Barr & Co., the
Corporation's independent auditors, will be present to respond to
any questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN
IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. Your vote is
important, regardless of the number of shares you own. This will
not prevent you from voting in person but will assure that your
vote is counted if you are unable to attend the meeting.
Sincerely,
/s/ William A. McKenzie
William A. McKenzie
President<PAGE>
<PAGE>
_________________________________________________________________
ES&L BANCORP, INC.
300 West Water Street
Elmira, New York 14901
(607) 733-5533
_________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 23, 1996
_________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Meeting") of ES&L Bancorp, Inc.
("Corporation"), the holding company of Elmira Savings and Loan,
F.A., will be held at Mandeville Hall, the Clemens Center,
Clemens Center Parkway, Elmira, New York, on Wednesday, October
23, 1996 at 7:00 p.m.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting
upon:
1. The election of three directors of the Corporation;
2. The ratification of the appointment of Mengel,
Metzger, Barr & Co. LLP as independent auditors for
the Corporation for the fiscal year ending June 30,
1997; and
3. The transaction of such other matters as may properly
come before the Meeting or any adjournments thereof.
The Board of Directors is not aware of any other business to
come before the Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Meeting on the date specified above or on any date
or dates to which, by original or later adjournment, the Meeting
may be adjourned. Stockholders of record at the close of busi-
ness on September 2, 1996 are the stockholders entitled to vote
at the Meeting and any adjournments thereof.
You are requested to fill in and sign the enclosed form of
proxy which is solicited by the Board of Directors and to mail it
promptly in the enclosed envelope. The proxy will not be used if
you attend and vote at the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Shirley L. Gleockner
SHIRLEY L. GLEOCKNER
SECRETARY
Elmira, New York
September 20, 1996
_________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE
CORPORATION THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER
TO ENSURE A QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR
YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
_________________________________________________________________
<PAGE>
<PAGE>
_________________________________________________________________
PROXY STATEMENT
OF
ES&L BANCORP, INC.
300 WEST WATER STREET
ELMIRA, NEW YORK 14901
ANNUAL MEETING OF STOCKHOLDERS
October 23, 1996
_________________________________________________________________
_________________________________________________________________
GENERAL
_________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of ES&L
Bancorp, Inc. (the "Corporation"), the holding company of Elmira
Savings and Loan, F.A. (the "Bank"), to be used at the Annual
Meeting of Stockholders of the Corporation (the "Meeting") which
will be held at Mandeville Hall, the Clemens Center, Clemens
Center Parkway, Elmira, New York, on Wednesday, October 23, 1996
at 7:00 p.m. The accompanying notice of meeting and this Proxy
Statement are being first mailed to stockholders on or about
September 20, 1996.
_________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
_________________________________________________________________
Stockholders who execute proxies retain the right to revoke
them at any time. Unless so revoked, the shares represented by
such proxies will be voted at the Meeting and all adjournments
thereof. Proxies may be revoked by written notice to Shirley L.
Gleockner, Secretary of the Corporation, at the address shown
above, by filing of a later dated proxy prior to a vote being
taken on a particular proposal at the Meeting or by attending the
Meeting and voting in person. Proxies solicited by the Board of
Directors of the Corporation will be voted in accordance with the
directions given therein. WHERE NO INSTRUCTIONS ARE GIVEN,
PROXIES WILL BE VOTED FOR THE NOMINEES FOR DIRECTOR SET FORTH
BELOW AND IN FAVOR OF EACH OF THE OTHER PROPOSALS SET FORTH IN
THIS PROXY STATEMENT FOR CONSIDERATION AT THE MEETING. The proxy
confers discretionary authority on the persons named therein to
vote with respect to the election of any person as a director
where the nominee is unable to serve or for good cause will not
serve, and matters incident to the conduct of the Meeting
_________________________________________________________________
STOCK SPLIT
_________________________________________________________________
Except as otherwise indicated, all stock information
presented in this proxy statement has been adjusted to reflect
three-for-two stock splits effected in the form of 50% stock
dividends paid on September 1, 1994 and August 23, 1996.
_________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
_________________________________________________________________
Stockholders of record as of the close of business on
September 2, 1996, are entitled to one vote for each share then
held. As of September 2, 1996, the Corporation had 846,888
shares of common stock outstanding. The presence, in person or
by proxy, of at least one-third of the total number of shares of
common stock outstanding and entitled to vote will be necessary
to constitute a quorum at the Meeting.
Persons and groups owning in excess of 5% of the
Corporation's common stock are required to file certain reports
regarding such ownership pursuant to the Securities Exchange Act
of 1934. Based upon such reports, the following table sets
forth, as of September 2, 1996, certain information as to the
common stock beneficially owned by all beneficial owners of in
excess of 5% of the Corporation's common stock. The table also
sets forth the
-1-<PAGE>
<PAGE>
beneficial ownership of certain executive officers of the
Corporation and all executive officers and directors of the
Corporation as a group. Management knows of no persons, other
than those shown below, who owned more than 5% of the
Corporation's outstanding shares of common stock at September 2,
1996.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NAME AND ADDRESS NATURE OF SHARES OF
OF CERTAIN BENEFICIAL COMMON STOCK
BENEFICIAL OWNERS OWNERSHIP(1) OUTSTANDING
- ------------------ --------- ------------
<S> <C> <C>
Elmira Savings & Loan, F.A.
Incentive Savings Plan
300 West Water Street
Elmira, NY 14901 78,061 (1) 9.22%
William A. McKenzie, President
Elmira Savings & Loan, F.A.
300 West Water Street
Elmira, NY 14901 35,407 (2) 4.18%
J. Michael Ervin
Senior Vice President and Treasurer
Elmira Savings & Loan, F.A.
300 West Water Street
Elmira, New York 14901 38,591 (2) 4.56%
Vincent R. Valicenti
Valicenti Advisory Services, Inc.
100 Baldwin Street, Suite 312
Elmira, NY 14901 71,886 (4) 8.49%
All Executive Officers
and Directors as a
Group (16 persons) 298,390 (3) 34.76%
</TABLE>
________________
(1) Consists of shares of common stock held in trust for the
benefit of participating employees over which the Elmira
Savings & Loan, F.A. Incentive Savings Plan (the
"Incentive Savings Plan") may be deemed to have shared
voting and dispositive power. Shares held by this Plan
for the benefit of executive officers are and in previous
years have been included in the individual's stock
ownership levels reported in this table.
(2) Includes 20,616 and 16,006 shares, respectively, held by
the Bank's Incentive Savings Plan over which Messrs.
McKenzie and Ervin have shared voting power.
(3) Includes certain shares of common stock owned by
businesses in which the director or executive officer is
an officer or major stockholder, or by spouses or as a
custodian or trustee for minor children, over which shares
all executive officers and directors as a group
effectively exercise sole or shared voting and investment
power, unless otherwise indicated. Includes options to
purchase 17,663 shares, as adjusted, of the Corporation's
common stock held by all executive officers and directors
as a group which are exercisable within 60 days from
September 2, 1996 under the Corporation's 1990 Stock
Option Plan. Includes 56,073 shares, as adjusted, held by
the Bank's Incentive Savings Plan held for the benefit of
all executive officers as a group for which participants
in the plan have shared voting power.
(4) Vincent R. Valicenti is the sole shareholder of Valicenti
Advisory Services, Inc., and therefore may be deemed to
share the voting and dispositive power over the reported
shares held by Valicenti Advisory Services, Inc. Other
than 4,500 shares which are owned individually by Mr.
Valicenti, all of the remaining shares beneficially owned
by Valicenti Advisory Services, Inc. are owned by
investment advisory clients of that firm.
-2-<PAGE>
<PAGE>
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
The Corporation's Board of Directors is composed of nine
members. The Corporation's Certificate of Incorporation requires
that directors be divided into three classes, as nearly equal in
number as possible, each class to serve for a three year period,
with approximately one-third of the directors elected each year.
The Board of Directors has nominated Gerald F. Schichtel, Robert
E. Butler and William A. McKenzie, all of whom are currently
members of the Board, to serve as directors for a three-year
period.
Under the Corporation's Bylaws, directors shall be elected
by a majority of those votes cast by stockholders at the Meeting.
Votes which are not cast at the Meeting, either because of
abstentions or broker non-votes, are not considered in
determining the number of votes which have been cast for or
against the election of a nominee.
If any nominee is unable to serve, the shares represented by
all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend or the size of
the Board may be reduced to eliminate the vacancy. At this time,
the Board knows of no reason why any nominee might be unavailable
to serve.
The following table sets forth the names of the Board's
nominees for election as directors and of those directors who
will continue to serve as such after the Meeting. Also set forth
is certain other information with respect to each person's age,
the expiration of his term as a director, and the number and
percentage of shares of common stock beneficially owned at
September 2, 1996. All directors were appointed as directors of
the Corporation in connection with the organization of the
Corporation in March 1990. Each director of the Corporation is
also a member of the Board of Directors of the Bank.
<TABLE>
<CAPTION>
Shares of
Common Stock
Current Beneficially
Age at Term Owned at the Percent
Name June 30, 1996 to Expire September 2, 1996(1) of Class
- -----------------------------------------------------------------------------
BOARD NOMINEE FOR TERM TO EXPIRE IN 1999
<S> <C> <C> <C> <C>
Gerald F. Schichtel 56 1996 13,829 1.63%
Robert E. Butler 64 1996 13,015 1.54%
William A. McKenzie 45 1996 35,407 (3) 4.18%
DIRECTORS CONTINUING IN OFFICE
John F. Cadwallader 55 1997 20,860 2.46%
Adrian P. Hulsebosch 67 1997 30,595 3.61%
Paul Morss 65 1997 13,830 1.63%
L. Edward Considine 64 1998 9,611 (4) 1.13%
Jack H. Mikkelsen 72 1998 41,845 4.94%
Frederick J. Molter 60 1998 30,595 (4) 3.58%
</TABLE>
________________
(1) Includes certain shares of common stock owned by businesses
in which the director is an officer or major stockholder or
by spouses or as a custodian or trustee for minor children,
over which shares the named individual effectively
exercises sole or shared voting and investment power,
unless otherwise indicated.
(2) In the case of directors who own exercisable options as of
September 2, 1996, percent of class is based upon the
number of shares of common stock presumed to be outstanding
if these options had been exercised.
(3) Includes 20,616 shares, as adjusted, held by the Bank's
Incentive Savings Plan over which Mr. McKenzie has shared
voting power.
(4) Includes 6,799 shares, as adjusted, which may be purchased
pursuant to the exercise of stock options under the
Corporation's 1990 Stock Option Plan.
-3-<PAGE>
<PAGE>
The principal occupation of each director of the Corporation
for the last five years is set forth below.
GERALD F. SCHICHTEL has been a director of the Bank since
1990 and has served as President of Hilliard Corp., a
manufacturing company located in Elmira, since 1970.
ROBERT E. BUTLER was elected Chairman of the Board of the
Bank in 1983 and has been a director since 1965. Mr. Butler has
been owner of Deister & Butler, Inc., a jewelry store in Elmira,
since 1962 and owner of H. H. Equipment, Inc., a tractor
dealership in Elmira, since 1985.
WILLIAM A. MCKENZIE has served as President and Chief
Executive Officer of Elmira Savings & Loan since June 1983. In
this capacity, Mr. McKenzie is responsible for the overall
operations of the Bank pursuant to the policies and procedures
established by the Board of Directors. Mr. McKenzie is a Board
member of Elmira Downtown Development Corporation and America's
Community Bankers. He has also served as Chairman of the
following organizations: Chemung County Chamber of Commerce,
Southern Tier Economic Growth and the Chemung County United Way
Fund Drive.
JOHN F. CADWALLADER has been a director of the Bank since
1983 and has served as President and Chief Executive Officer of
John F. Cadwallader, Inc., d/b/a "The Glass Company," Horseheads,
New York, since 1977. The company was established as a contract
glazier and flat glass distributor. Mr. Cadwallader also owns
Windshield Installation Network, Inc., d/b/a WIN in Elmira, New
York. WIN is in the business of manufacturing and distributing
laminated safety glass products serving the northeast United
States. WIN was established in 1985.
DR. ADRIAN P. HULSEBOSCH has been a director of the Bank
since 1983 and retired in 1988 after practicing orthodontics in
Elmira for 30 years. Dr. Hulsebosch is a former president of the
Elmira Rotary Club and the Chemung County Dental Society, and is
a member of the American Association of Orthodontists and New
York State Dental Society.
PAUL MORSS has been a director of the Bank since 1986 and
retired in 1993 as Vice President of Swan & Sons Morss Co.
Insurance Agency located in Elmira. Mr. Morss had been employed
with this company since 1954. Mr. Morss is past president of the
Chemung County Historical Society and continues as trustee.
L. EDWARD CONSIDINE has been a director of the Bank since
1971 and is currently employed as a Professional Engineer with
Hunt Engineers and Architects in Corning, New York. He retired
in 1991 as General Manager of the Elmira Water Board, a position
he had held since 1972. Mr. Considine served as President of the
Steuben Area Chapter of the N.Y.S. Society of Professional
Engineers and as Chairman of the N.Y. Section of the American
Water Works Association. Mr. Considine is currently Secretary of
the Chemung County Board of Health.
JACK H. MIKKELSEN has been a director of the Bank since 1986
and is retired from Zeiser Wilbert Vault, Inc., a precast
concrete products manufacturer located in Elmira. He had served
as President of that company since 1976.
FREDERICK J. MOLTER has been a director of the Bank since
1974 and has been an Engineer and former Branch Manager of the
Elmira office of the Sear Brown Group, an engineering consulting
group located in Rochester, New York, since 1984. Mr. Molter
presently is a senior consultant at Sear Brown. Mr. Molter
serves on the YWCA Advisory Board. He is also a member of the
Chemung County Chamber of Commerce and is a former director of
the Elmira Rotary Club.
-4-<PAGE>
<PAGE>
________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
________________________________________________________________
The Board of Directors of the Corporation conducts its
business through meetings of the Board and through its
committees. During the fiscal year ended June 30, 1996, the
Corporation's Board of Directors held seven meetings, and the
Bank's Board of Directors held 12 meetings. No director attended
fewer than 75% of the total meetings of the Board of either the
Corporation or the Bank during this period.
The Corporation's full Board of Directors serves as the
audit committee. The Board meets annually in its capacity as
audit committee with the Corporation's independent auditors to
review the Corporation's accounting practices and financial
reporting. The Board met once in its capacity as audit committee
during fiscal year 1996.
The Corporation's full Board of Directors serves as the
nominating committee. While the Board will consider nominees
recommended by stockholders, it has not actively solicited
recommendations from the Corporation's stockholders for nominees
nor, subject to the procedural requirements set forth in the
Corporation's Certificate of Incorporation and Bylaws,
established any procedures for this purpose. The nominating
committee met once during fiscal year 1996.
The Board of Directors of the Corporation has established a
compensation/personnel committee. This committee met twice
during the 1996 fiscal year.
________________________________________________________________
EXECUTIVE COMPENSATION
________________________________________________________________
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation for the last
three fiscal years awarded to the Chief Executive Officer and the
only other executive officer who received combined salary and
bonus in excess of $100,000 during fiscal year 1996.
<TABLE>
<CAPTION>
Annual Compensation
Name and Fiscal ------------------- All Other
Principal Position Year Salary Bonus Compensation(1)
- ------------------ ------ ------ ------ ---------------
<S> <C> <C> <C> <C>
William A. McKenzie 1996 $113,583 $77,992 $9,666
President 1995 98,000 65,403 8,972
1994 98,000 48,865 7,930
J. Michael Ervin 1996 $ 75,667 $38,586 $6,855
Senior Vice President 1995 72,000 32,646 6,279
and Treasurer 1994 71,638 22,982 5,406
</TABLE>
______________
(1) All other compensation consists of contributions under
the Bank's 401(k) plan on behalf of Mr. McKenzie and Mr.
Ervin.
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<PAGE>
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth information concerning the
exercise of options by the Chief Executive Officer and the other
named executive officer during fiscal year 1996 and the value of
options held by such individuals at June 30, 1996.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Shares Acquired Value Unexercised Options In-the-Money Options
Name on Exercise Realized at Fiscal Year-End at Fiscal Year-End
- ---- --------------- -------- ------------------ ---------------------
<S> <C> <C> <C> <C>
William A. McKenzie 3,597 $34,783 -- --
J. Michael Ervin -- -- -- --
</TABLE>
______________
(1) Represents the difference between the fair market value of
the underlying shares of common stock at fiscal year-end
and the exercise price.
EMPLOYMENT AGREEMENT
In connection with its conversion from mutual to stock form,
the Bank entered into employment agreements with William A.
McKenzie, President and Chief Executive Officer and J. Michael
Ervin, Senior Vice President and Treasurer. The agreements
provide for terms of two years, with current annual base salaries
of $115,000 and $76,000, respectively. On each anniversary date
from the date of commencement of the agreements the terms of
employment are automatically extended for an additional one year
period beyond the then effective expiration date unless written
notice of termination is received by the Bank or the employee
prior to such anniversary date; provided, however, that each such
automatic extension must be preceded by a formal performance
evaluation of the employee by the Bank's Board of Directors.
The agreements provide for a salary review by the Board of
Directors not less often than annually, as well as inclusion in
any discretionary bonus plans, retirement and medical plans,
customary fringe benefits and vacation and sick leave. The
agreements will be terminated upon death, and are terminable by
the Bank for "just cause" as defined in the agreement. In the
event of termination for just cause, no severance benefits are
available. If the Bank terminates or demotes the employee
without just cause, Mr. McKenzie will be entitled to a
continuation of his salary and benefits for one year from the
date of termination and Mr. Ervin will be entitled to a
continuation of salary and benefits for six months from the date
of termination. The aggregate payments that would be made to
Messrs. McKenzie and Ervin assuming the termination of their
employment under the foregoing circumstances at June 30, 1996,
would be $115,000 and $38,000, respectively. Mr. McKenzie and
Mr. Ervin are able to voluntarily terminate their agreements by
providing 60 days' written notice to the Board of Directors, in
which case they are entitled to receive only their compensation,
vested rights and benefits up to the date of termination.
________________________________________________________________
DIRECTORS' COMPENSATION
________________________________________________________________
Directors of the Corporation do not receive separate Board
fees. During the fiscal year ended June 30, 1996, members of the
Board of the Bank who are not employees received fees of $12,500
per year, payable semi-annually. Beginning July 1, 1996 these
fees were increased to $13,500 per year. In the event that a
director attends fewer than 10 meetings, 10% of his annual fees
are withheld for each meeting less than the required 10 meetings,
unless the Board acts to officially excuse the director from
these meeting requirements. Directors who are required to attend
Board meetings for the Bank's subsidiaries are compensated
$100.00 per quarter.
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<PAGE>
________________________________________________________________
Transactions with Management
________________________________________________________________
The Bank has had a long-standing policy of granting loans to
its directors, officers, employees and related business interests
of such persons at rates of interest generally 1% over the Bank's
cost of funds. Federal legislation enacted in 1989 prohibits the
making of such loans on favorable terms to executive officers and
directors of the Bank. The Bank has continued its policy of
offering favorable rates of interest for its non-executive
employees. In the opinion of management, all loans to executive
officers and directors are made in the ordinary course of
business, on substantially the same terms as those prevailing at
the time for nonaffiliated persons and do not involve more than
the normal risk of collectibility.
________________________________________________________________
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
________________________________________________________________
Mengel, Metzger, Barr & Co. LLP were the Corporation's
independent certified public accountants for the fiscal year
ended June 30, 1996. The Board of Directors presently intends to
renew the Corporation's arrangement with Mengel, Metzger, Barr &
Co. LLP to be its independent certified public accountants for
the 1997 fiscal year, subject to ratification by the
Corporation's stockholders. A representative of Mengel, Metzger,
Barr & Co. LLP is expected to be present at the Meeting to
respond to appropriate questions and to make a statement, if so
desired.
The appointment of the auditors must be ratified by a
majority of the votes cast by the stockholders of the Corporation
at the Meeting. Votes which are not cast at the Meeting, either
because of abstentions or broker non-votes, are not considered in
determining the number of votes which have been cast for or
against Proposal II. THE BOARD OF DIRECTORS RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF
AUDITORS.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to come
before the Meeting other than those matters described above in
this Proxy Statement. However, if any other matters should pro-
perly come before the Meeting, it is intended that proxies in the
accompanying form will be voted in respect thereof by those named
in the proxies as directed by the Board of Directors.
________________________________________________________________
BENEFICIAL OWNERSHIP REPORTS
________________________________________________________________
Pursuant to regulations promulgated under the Securities
Exchange Act of 1934, the Corporation's officers, directors and
persons who own more than ten percent of the Corporation's
outstanding common stock are required to file reports detailing
their ownership and changes of ownership in such common stock,
and to furnish the Corporation with copies of all such reports.
Based solely on its review of the copies of such reports received
during the past fiscal year or with respect to the last fiscal
year, the Corporation believes that during the fiscal year ended
June 30, 1996, all of its officers and directors have complied
with these reporting requirements. There were no stockholders
owning in excess of ten percent of the Corporation's common
stock.
________________________________________________________________
MISCELLANEOUS
________________________________________________________________
The cost of soliciting proxies will be borne by the
Corporation. The Corporation will reimburse brokerage firms and
other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the
beneficial owners of common stock. In addition to solicitations
by mail, directors, officers and regular employees of the
Corporation may solicit proxies personally or by telegraph or
telephone without additional compensation.
-7-<PAGE>
<PAGE>
The Corporation's Annual Report to Stockholders, including
financial statements, is being mailed to all stockholders of
record as of the close of business on September 2, 1996. Any
stockholder who has not received a copy of such Annual Report may
obtain a copy by writing to the Secretary of the Corporation.
Such Annual Report is not to be treated as a part of the proxy
solicitation material or as having been incorporated herein by
reference.
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
In order to be eligible for inclusion in the Corporation's
proxy materials for next year's Annual Meeting of Stockholders,
any stockholder proposal to take action at such meeting must be
received at the Corporation's executive office at 300 West Water
Street, Elmira, New York 14901, no later than May 23, 1997. Any
such proposal shall be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934, as
amended.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Shirley L. Gleockner
SHIRLEY L. GLEOCKNER
SECRETARY
Elmira, New York
September 20, 1996
________________________________________________________________
FORM 10-K
________________________________________________________________
A COPY OF THE CORPORATION'S FORM 10-K FOR THE FISCAL YEAR
ENDED JUNE 30, 1996 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF
THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, ES&L
BANCORP, INC., 300 WEST WATER STREET, ELMIRA, NEW YORK 14901.
________________________________________________________________
________________________________________________________________
-8-<PAGE>
<PAGE>
REVOCABLE PROXY
ES&L BANCORP, INC.
ELMIRA, NEW YORK
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
October 23, 1996
________________________________________________________________
The undersigned hereby appoints John F. Cadwallader, Adrian
P. Hulsebosch and Frederick J. Molter, with full powers of
substitution, to act as proxies for the undersigned, to vote all
shares of Common Stock of ES&L Bancorp, Inc. which the
undersigned is entitled to vote at the Annual Meeting of
Stockholders, to be held at Mandeville Hall, the Clemens Center,
Clemens Center Parkway, Elmira, New York, at 7:00 p.m., and at
any and all adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ]
Gerald F. Schichtel
Robert E. Butler
William A. McKenzie
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE,
INSERT THAT NOMINEE'S NAME ON THE LINE PROVIDED
BELOW.
- ------------------------------------------------------
[CAPTION]
<TABLE>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
2. The ratification of the appointment
of Mengel, Metzger, Barr & Co. as
auditors for the fiscal year ending
June 30, 1997. [ ] [ ] [ ]
</TABLE>
The Board of Directors recommends a vote "FOR" each of the
listed propositions.
_________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS
STATED. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS
PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY AS DIRECTED BY
THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
MEETING. THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE
HOLDERS THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY
PERSON AS DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR
GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF
THE 1996 ANNUAL MEETING.
_________________________________________________________________
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Meeting or at any adjournment thereof and after notification to
the Secretary of the Corporation at the Meeting of the
stockholder's decision to terminate this proxy, then the power of
said attorneys and proxies shall be deemed terminated and of no
further force and effect.
The undersigned acknowledges receipt from the Corporation
prior to the execution of this proxy of notice of the Meeting, a
proxy statement dated September 20, 1996 and an annual report.
Dated: _______________________, 1996
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in which
this card was mailed. When signing as attorney, executor, admin-
istrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
[ ] Please check here if you intend to attend the annual
meeting.
________________________________________________________________
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
________________________________________________________________
