EX-10-2











	Exhibit 10.2 – 	
Employment Agreement Between The First of Long Island Corporation and Michael N. Vittorio Dated July 1, 2004 







[THE FIRST OF LONG
ISLAND CORPORATION LETTERHEAD] 



July 1, 2004 



Mr. Michael N.
Vittorio 



Dear Mr. Vittorio: 



          This
letter employment agreement (the “Agreement”) supersedes and replaces your
Employment Agreement dated June 22, 2002. The terms and conditions of your employment by
The First of Long Island Corporation (“FLIC”) and its subsidiary, The First
National Bank of Long Island (the “Bank”), are as follows:  



	1.  	TERM;
RENEWAL  






          The
Initial Term of the Agreement shall run from July 1, 2004 through and including December
31, 2005. If not terminated as described below, the term of the Agreement shall, on
January 1 of each year (beginning January 1, 2005), automatically be extended for an
additional year, resulting in a new two-year term (a “Renewal Term”), with such
modifications hereto as the parties shall agree in writing; provided, however, that the
Agreement shall not be so extended in the event that you or FLIC provide written notice
of non-extension to the other party no later than sixty (60) days prior of the end of any
calendar year. Notwithstanding the foregoing, FLIC may not provide such notice of
non-extension during any period of time in which the Board of Directors of FLIC is
actively negotiating a transaction, the consummation of which would constitute a Change
of Control Event (as hereinafter defined).  



	2.  	CAPACITY;
DUTIES  






          A.              You
shall be employed in the capacity of President and Chief Executive Officer           of
FLIC and such other senior executive title or titles of FLIC or the Bank as           may
from time to time be determined by the Boards of Directors of the Bank and
          FLIC. You shall be proposed for election to the Board of Directors of FLIC at
          each annual meeting of shareholders at which you must stand for election in
          order to continue as a director and you shall be appointed by FLIC to serve as
a           director of the Bank during your tenure as an executive officer of the Bank.  



          B.
                         You agree to devote your full time and
attention and best efforts to the                     faithful and diligent performance
of your duties to FLIC and the Bank, and you                     shall serve and further
the best interests and enhance the reputation of FLIC                     and the Bank to
the best of your ability. Nothing herein shall be construed as
                    preventing you from serving as a member of the board of directors of
any                     non-profit organization or, with the consent of the Board of
Directors of FLIC,                     of any for-profit organization, in either case
subject to and consistent with                     applicable laws. You shall also
provide services to the Boards of Directors of                     the Bank and FLIC.  



          C.
                         Your responsibilities and duties shall
include the following:  



                    (i)    You shall be the Chief Executive Officer of
FLIC responsible for the operation                     and management of FLIC, the Bank
and any other direct or indirect subsidiary of                     FLIC. All officers and
other employees of FLIC, the Bank and any other direct or                     indirect
subsidiary of FLIC, with the exception of the Chairman of the Board of
                    FLIC and the Bank, shall report or be ultimately responsible to you
throughout                     the Term and any Renewal Term hereof.  



                    (ii)    You shall also serve on and chair, where you
deem appropriate, the following                     committees of the Bank, FLIC, the
Board of Directors of the Bank or the Board of                     Directors of FLIC:  



          A.    Executive Committee;  



          B.     Loan
Committee;  



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          C.     Investment
Management Division                     Committee;  



          D.     Such
other committees as you shall determine, except auditing and
                    examining committees.  





	3.  	COMPENSATION  






          As
full compensation for your services, you shall receive the following from FLIC or, in the
discretion of FLIC, it shall cause the following to be paid or provided to you by the
Bank:  



          A.     A
Base Annual Salary, payable bi-weekly, of not less than (i) Three Hundred
Fifteen Thousand Dollars ($315,000.00); provided, however, that no later than
January 15 of each year that this Agreement shall remain in effect, beginning
in the year 2005, the Board of Directors of FLIC shall review your
compensation, without any commitment, to determine whether to increase your
Base Annual Salary hereunder. In the event that the Board of Directors of FLIC
does, from time to time, increase your Base Annual Salary, the increased amount
shall be your Base Annual Salary for all purposes of this Agreement, and such
increased amount shall be the minimum amount payable hereunder.  



          B.              The
use of an appropriate new automobile furnished by the Bank.  



          C.              Reimbursement
for country club dues and for expenses incurred by you at the club           that are
necessary and proper in the conduct of the business of FLIC or the           Bank.  



          D.              Participation
in The First National Bank of Long Island Supplemental Executive           Retirement
Program.  



          E.              Such
other benefits as are consistent with the personnel benefits provided by           the
Bank and FLIC to its officers and employees.  



	4.  	TERMINATION
PAYMENT.  






          A.
     Entitlement.
FLIC shall make a payment to you, in the amount provided for in Paragraph “B” of
this Section (the “Termination Payment”), in the event of, and within
ten (10) days after, the occurrence of either of the following:  



                    
(i)              Your
employment is terminated by the Bank, provided, however, that you shall not           be
entitled to receive such payment if such termination is due to gross and
          substantial dishonesty on your part; or  



                    
(ii)              You
resign your employment with the Bank for Good Reason within twenty-four           months
after a Change of Control Event (as such terms are hereinafter defined).  



          B.    
Amount.
Regardless of the length of the then remaining portion of the Initial Term or
Renewal Term, as the case may be, the Termination Payment shall be equal to Two
Hundred Per Cent (200%) of your then current Base Annual Salary in the event of
termination of your employment pursuant to Section 4(A)(i) or your resignation
pursuant to Section 4(A)(ii).  



          C.    
Resignation Without “Good Reason” Following Change of Control. You will be
entitled to a payment equal to Seventy Five Per Cent (75%) of the Termination
Payment provided for in Section 4(B) hereof in the event that you resign your
employment with the Bank for any reason during the period beginning on the
thirty-first day after a Change of Control Event and ending on the one hundred
twentieth day after such event.  



          D.    
Other Resignation. You will not be entitled to any payment in the event of your
resignation, except to the extent provided in the foregoing Sections 4(A)(ii)
and 4(C).  



          E.
    Payor. FLIC may elect to discharge its obligation to make
any or all of the foregoing payments by causing the Bank to do so.  



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	5.  	NON-WAIVER.  






          Your
failure to resign upon the occurrence of a particular event constituting Good Reason
hereunder shall not bar you from resigning upon the subsequent occurrence of any other or
further event constituting Good Reason, and thereby becoming eligible to receive the
Termination Payment, provided that such resignation occurs within twenty-four months
after a Change of Control Event.  



	6.  	INELIGIBILITY
FOR TERMINATION PAYMENT.  






          Regardless
of whether a Change of Control Event shall have occurred, you shall not be entitled to
any Termination Payment in the event that your employment is terminated by reason of your
death, normal retirement or disability.  



	7.  	DEFINITIONS.  






          A.    “Good
Reason” for resignation by you of your employment shall mean the occurrence
(without your express written consent) of any one of the following acts or omissions to
act by FLIC or the Bank:  



                    
(i)    The
assignment to you of any duties materially inconsistent with the nature and status of
your responsibilities immediately prior to a Change of Control Event, or a substantial
adverse alteration in the nature or status of your responsibilities from those in effect
immediately prior to the Change of Control Event; provided, however, that a redesignation
of your title shall not in and of itself constitute Good Reason if your overall duties
and status within FLIC and the Bank are not substantially adversely affected.  



                    
(ii)    The
failure by FLIC or the Bank to pay you any portion of your current
          compensation, or to pay you any portion of an installment of a deferred
          compensation amount under any deferred compensation program, within fourteen
          (14) days of the date such compensation is due.  



          B.       “Change
of Control Event” shall mean the occurrence of any one of the following:  



                    
(i)    Continuing
Outside Directors (as hereinafter defined) no longer constitute at           least
two-thirds (2/3) of Outside Directors (as hereinafter defined) of FLIC;  



                    
(ii)    There
shall be consummated a merger or consolidation of FLIC, unless at least
          two-thirds (2/3) of Continuing Outside Directors are to continue to constitute
          at least two-thirds (2/3) of Continuing Directors;  



                    
(iii)    At
least two-thirds (2/3) of Continuing Outside Directors determine that action
          taken by stockholders constitutes a Change of Control Event; or  



                    
(iv)    The
Bank shall cease to be a wholly-owned subsidiary of FLIC.  



          C.    
“Continuing Outside Director” shall mean any individual who is not an employee of FLIC
or the Bank and who (i) is a director of FLIC as of the date hereof, (ii) prior
to election as a director is nominated by at least two-thirds (2/3) of the
Continuing Outside Directors, or (iii) following election as a director is
designated a Continuing Outside Director by at least two-thirds (2/3) of
Continuing Outside Directors.  



          D.    “
Outside Director” shall mean an individual who is not an employee of FLIC or the
Bank who is a director of FLIC.  



     8.    
INSURANCE.  



          8.1    In
the event that you shall cease to be employed by the Bank under circumstances entitling
you to receive a Termination Payment hereunder, FLIC shall, at no cost to you, continue
to cover you under, or provide you with, family medical and dental coverage subsequent to
the date of termination of your employment. Such coverage shall be continued for a period
ending on the date which is twenty-four (24) months after the termination date and shall
be no less favorable than your medical and dental coverage in effect on such termination
date; provided, however, that if such termination date is subsequent to the occurrence of
a Change of Control Event, the coverage to be provided hereunder shall be no less
favorable than the coverage in effect immediately prior to the occurrence of such Change
of Control Event.  



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          8.2    Notwithstanding
the provisions of the foregoing Section 8.1, the obligation of FLIC to provide the health
insurance coverage described therein shall cease, as to each such policy and form of
coverage, on the date when another employer makes available to you benefits which are
substantially comparable to those described in such sections, regardless of whether the
benefits made available by such employer require a contribution on your part.  



	9.  	DEATH.  






          In
the event of your death subsequent to termination of your employment, all payments and
benefits due you hereunder shall be paid to your designated beneficiary or beneficiaries
or, if you have not designated a beneficiary or beneficiaries, to your estate.  



	10.  	NON-SOLICITATION;
CONFIDENTIALITY.  






          10.l    In
consideration of the agreement by FLIC to make a Termination Payment to you under the
circumstances described in Section “4” hereof, and regardless of whether you
shall actually become entitled to receive a Termination Payment, you agree that, for a
period of two (2) years after the termination of your employment by FLIC, you will not
(i) on behalf of any banking organization or lender doing business in New York City or in
the Counties of Nassau or Suffolk, directly or indirectly solicit the business of any
person or entity which shall be a customer of the Bank on the date of such termination or
facilitate or assist in the development of any business relationship between any such
banking organization or lender and any such customer or (ii) either directly or on behalf
of any such banking organization or lender, employ, retain, or solicit the employment or
retention of, any person who shall be an employee of the Bank on the date of such
termination.  



          10.2    You
agree, without limitation as to time, to keep secret and retain in confidence all
confidential matters of FLIC and the Bank, whether developed by FLIC, the Bank or you,
including, without limitation, “know-how”, trade secrets, customer lists,
pricing policies, and operational methods, and not to disclose them to anyone outside of
FLIC or the Bank except in the course of performing your duties hereunder or with the
express written consent of FLIC.  



          10.3    If
a court of competent jurisdiction determines that any covenant contained herein is
unreasonable because of its term or territorial scope, or for any other reason, we agree
that such court may reform the condition of such covenant so that it is reasonable under
the circumstances and this covenant, as reformed, shall be enforceable.  



	11.  	MISCELLANEOUS.  






          11.1    Legal
Expenses. FLIC shall pay all costs and expenses incurred by you or us, including attorneys’ fees
and disbursements (at least monthly in the case of costs and expenses incurred by you),
in connection with any legal proceedings (including, but not limited to, arbitration),
whether or not instituted by you or us, relating to the interpretation or enforcement of
any provision of this Agreement in connection with the termination of your employment.
FLIC also agrees to pay prejudgment interest on any money judgment obtained by you as a
result of such proceedings, calculated at the prime interest rate of the Bank as in
effect from time to time from the date that payment should have been made to you
hereunder. Notwithstanding the foregoing, in the event that any legal proceedings
referred to above result in a final non-appealable determination that your employment was
terminated because of gross and substantial dishonesty on your part, FLIC shall have no
further obligation to you under this section and you shall refund to FLIC all amounts
previously paid to you pursuant to this section.  



          11.2    Binding
Effect; Successors. This Agreement shall be binding upon, inure to the benefit of and
be enforceable by you and us, your heirs and your and our respective legal
representatives, successors and assigns. If FLIC shall be merged into or consolidated
with another entity, the provisions hereof shall be binding upon and inure to the benefit
of the entity surviving such merger or resulting from such consolidation. We shall
require any successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business or assets of FLIC, by agreement in
form and substance satisfactory to you, to expressly assume and agree to perform
hereunder in the same manner and to the same extent that we would be required to perform
hereunder if no such succession had taken place. The provisions hereof shall continue to
apply to each subsequent merger, consolidation or transfer of assets of such subsequent
employer.  



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          11.3    Notices.
Any notices required to be given under this Agreement shall, unless otherwise agreed to
by you and us, be in writing and shall be sent by certified mail, return receipt
requested, to FLIC at 10 Glen Head Road, Glen Head, New York 11545, Attention: Board of
Directors, and to you at the home address which you have designated in writing; or at
such other address as you or we may designate in writing, respectively.  



          11.4    
Waiver; Modification. No waiver or modification in whole or in part of this
Agreement, or any term or condition hereof, shall be effective against any party unless
in writing and duly signed by the party sought to be bound. Any waiver of any breach of
any provision hereof or any right or power by any party on one occasion shall not be
construed as a waiver of, or a bar to, the exercise of such right or power on any other
occasion or as a waiver of any subsequent breach.  



          11.5    
Separability. Any provision of this Agreement which is unenforceable or invalid in
any respect in any jurisdiction shall be ineffective in such jurisdiction to the extent
that it is unenforceable or invalid without affecting the remaining provisions hereof,
which shall continue in full force and effect. The enforceability or invalidity of a
provision of the Agreement in one jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.  



          11.6    
Controlling Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be performed
therein.  



          If
this Agreement is satisfactory to you, would you kindly indicate your acceptance by
signing and returning the enclosed copy thereof to the Bank.  


			Very truly
      yours,

      

      THE FIRST OF LONG ISLAND CORPORATION

      

      

      By:  /s/  J. William Johnson 

              ——————————————————

              J. William Johnson, Chairman





Accepted and agreed to as 
of the 1st
day of July, 2004 



/s/ Michael N. Vittorio

———————————
MICHAEL N. VITTORIO 



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