EX-10.2









	Exhibit 10.2 -  	  	Employment
Agreement Between The First of Long Island Corporation and Brian J.
                        Keeney Dated January 1, 2005 






[THE FIRST OF LONG
ISLAND CORPORATION LETTERHEAD] 


	 	January
      1, 2005







Mr. Brian J. Keeney 



Dear Mr. Keeney: 



        This
letter employment agreement (the “Agreement”) supersedes and replaces your
Special Severance Agreement dated as of January 1, 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 January 1, 2005 through and including June
30, 2006 and, if not terminated as described below, the Agreement shall, on January 1 of
each year, automatically be extended for an additional year, resulting in a new one and
one-half year term (the “Renewal Terms”), 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 provides written notice of non-extension to the
other party no later than October 31 of the preceding 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 






        A.
You shall be employed in the capacity of Executive Vice President of the Bank and such
other senior executive title or titles of FLIC or the Bank as may from time to time be
determined by the Board of Directors of the Bank and FLIC. You shall be the executive
trust officer of the Bank, with such duties and responsibilities as shall be assigned to
you by the Chief Executive Officer or by the Board of Directors of the Bank. You shall be
responsible to the Chief Executive Officer of FLIC and 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 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. 



	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 by the Bank: 



        A.
A Base Annual Salary of not less than One Hundred Eighty Four Thousand Dollars
($184,000.00), payable bi-weekly; provided, however, that no later than
January 15 of each year that this Agreement shall remain in effect, the Chief Executive
Officer and 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.
       Such other benefits as are consistent with the personnel benefits provided by the
Bank and FLIC to its officers and employees. 



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        C.
       The use of an appropriate automobile furnished by the Bank. 




	4.  	TERMINATION
PAYMENT. 






        A.
You will be entitled to a payment (the “Termination Payment”) equal to One
Hundred Twenty Five Per Cent (125%) of your then current Base Annual Salary (the dollar
amount so calculated being hereafter referred to as the “Full Severance”) and
FLIC shall make such Termination Payment to you, in the event of, and within ten (10) days
after, the occurrence of any 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 (as hereinafter defined) within
twenty-four months after a Change of Control Event. 



        B.
You will be entitled to a Termination Payment equal to Sixty Six and Two-Thirds Per Cent
(66 2/3%) of the Full Severance 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 (as hereinafter defined) and ending on the sixtieth day after such event. 



        C.
       FLIC may elect to discharge its obligation to make the Termination Payment by
causing the Bank, its wholly owned subsidiary, to do so. 




	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; 



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        (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, you shall be entitled to the following
insurance coverage: 



        Health
Insurance. 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
eighteen (18) 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. 



        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 






        10.1
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. 



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        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 required
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. 



        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.  



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        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/ Michael N. Vittorio

             ——————————————

             Michael N. Vittorio, President









Accepted and agreed to as
of the
25th day of February, 2005 







/s/ Brian J. Keeney

——————————————
Brian J. Keeney 



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