Exhibit 10.3

	
Amendment to Employment Agreement between Registrant and Donald L.
 Manfredonia dated January 1, 2002


	
 

	
 


	
(THE FIRST OF LONG ISLAND CORPORATION
 LETTERHEAD)


	
 


	
December 15,

2008                    





Mr. Donald M. Manfredonia


	
 

	
 

	
 


	
 

	
Re:

	
Letter Employment Agreement dated January
 1, 2002 (the “Agreement”)





Dear Mr. Manfredonia:


          This
will serve to confirm that we have agreed to amend the captioned Agreement in
the following respects:


          1.          The
phrase “and within ten (10) days after” is hereby deleted from the first
paragraph of Section 4(A) of the Agreement.


          2.          The
following paragraph “D” is hereby added to Section 4 of the Agreement:


	
 

	
 

	
 


	
 

	
                 “D.          In
 the event that you shall become entitled to a Termination Payment pursuant to
 Section 4(A) or Section 4(B) hereof, such payment shall be made to you within
 ten (10) days after the expiration of a period of six (6) months measured
 from the termination of your employment or your resignation, as the case may
 be. Subject to the foregoing limitation, the date of payment shall be
 determined by FLIC in its sole discretion.”

	
 


	
 

	
 

	
 


	
          3.          The
 following paragraphs “E” and “F” are hereby added to Section 7 of the
 Agreement:

	
 


	
 

	
 


	
 

	
                 “E.          “Termination”
 shall mean a separation from service, within the meaning of Internal Revenue
 Code Section 409A, (i) which results from a decision of the Bank to terminate
 your employment and (ii) by reason of which each of us anticipates that no
 further services will be provided by you hereunder subsequent to the
 effective date thereof.”

	
 


	
 

	
 

	
 


	
 

	
                 “F.          “Resignation”
 shall mean a separation from service, within the meaning of Internal Revenue
 Code Section 409A, (i) which results from a decision by you to resign your
 employment (including resignation for Good Reason) and (ii) by reason of
 which each of us anticipates that no further services will be provided by you
 hereunder subsequent to the effective date thereof.”

	
 


	
 

	
 

	
 


	
          4.          The
 following paragraph is hereby added to Section 10.1 of the Agreement:

	
 


	
 

	
 

	
 


	
 

	
          “The
 obligation of FLIC to pay such costs and expenses shall cease upon the date
 of entry of a final non-appealable judgment or other final determination in
 such proceeding and FLIC shall have no obligation to pay any costs or
 expenses incurred after that date. The amount of such costs and expenses
 which may become eligible for

	
 





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payment to you
 during each of your taxable years (which shall be presumed to be the calendar
 year, unless you notify FLIC to the contrary in writing) shall not affect the
 costs and expenses eligible for reimbursement in any other taxable year. In
 no event shall such costs and expenses be paid to you later than the last day
 of your taxable year following the taxable year in which such cost or expense
 was incurred. The right to payment of such costs and expenses is not subject
 to liquidation or exchange for any other benefit.”

	
 





          Please
confirm that the foregoing accurately sets forth our understanding by signing
and returning the enclosed copy of this letter. The Agreement will thereupon be
deemed amended in the foregoing respects.


	
 

	
 

	
 


	
 

	
 

	
Very truly yours,


	
 

	
 

	
 


	
 

	
 

	
THE FIRST OF LONG ISLAND CORPORATION


	
 

	
 

	
 


	
 

	
By:

	
/s/MICHAEL N. VITTORIO


	
 

	
 

	



	
 

	
 

	
MICHAEL N. VITTORIO


	
 

	
 

	
CHIEF EXECUTIVE OFFICER


	
 

	
 

	
 


	
Accepted and Agreed this

	
 

	
 


	
16th day of December 2008

	
 

	
 


	
 

	
 

	
 


	
/s/DONALD L. MANFREDONIA

	
 

	
 


	


	
 

	
 


	
DONALD L. MANFREDONIA

	
 

	
 





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