FIRST OF LONG ISLAND CORP
SPECIAL SEVERANCE AGREEMENT (CURTIS)
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>6
<FILENAME>d50058_ex10-10.txt
<DESCRIPTION>SPECIAL SEVERANCE AGREEMENT (CURTIS)
<TEXT>






       EXHIBIT 10.10 - SPECIAL SEVERANCE AGREEMENT BETWEEN REGISTRANT AND
                                 MARK D. CURTIS










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                      THE FIRST OF LONG ISLAND CORPORATION

                           SPECIAL SEVERANCE AGREEMENT



     AGREEMENT  dated as of  January  1, 2002 by and  between  THE FIRST OF LONG
ISLAND  CORPORATION  (hereinafter  referred  to as  "FLIC")  and MARK D.  CURTIS
(hereinafter referred to as the "Officer").

     1.   Term.

     The term of this agreement shall be for a period of one (1) year commencing
on the date hereof.  The term shall be automatically  renewed for additional one
(1) year terms,  unless the Board of  Directors of FLIC chooses not to renew and
notifies  Officer of such intention not to renew at least thirty (30) days prior
to the end of a term;  provided,  however,  that FLIC may not  decline  to renew
during  any  period  of time  in  which  the  Board  of  Directors  is  actively
negotiating  a  transaction  the  consummation  of which would result in Officer
becoming entitled to a Termination Payment hereunder.

     2.   Termination Payment.

          A. Officer will be entitled to a payment (the  "Termination  Payment")
     equal to One Hundred Twenty Five Per Cent (125%) of his then current annual
     base salary (the dollar amount so calculated being hereafter referred to as
     the "Full  Severance"),  and FLIC  shall make such  Termination  Payment to
     Officer, in the event of the occurrence of any of the following:

               (i) The employment of Officer is terminated by The First National
          Bank Of Long Island ("FNBLI") within twenty-four months after a Change
          Of Control Event (as hereinafter defined);

               (ii) Officer  resigns his  employment  with FNBLI for Good Reason
          (as hereinafter  defined) within  twenty-four months after a Change of
          Control Event; or

               (iii) The  employment  of Officer is  terminated  by FNBLI within
          twenty-four  months  after  any  entity,  person or group  shall  have
          acquired  more than twenty per cent (20%) of the voting shares of FLIC
          and, at the time of such  termination,  the Chief Executive Officer of
          FNBLI serving in that capacity as of the first day of the term hereof,
          or of the then current  renewal  term,  as the case may be, shall have
          ceased to be employed by FNBLI in such capacity.

          B. Officer 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 Officer shall resign for any reason during the period beginning on the
     thirty-first day after a Change of Control Event and ending on the sixtieth
     day after such event.

          C. In the event that Officer  shall become  entitled to a  Termination
     Payment pursuant to Section


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     2(A) or 2(B) hereof, FLIC shall, at no cost to Officer, continue to provide
     family  medical and dental  coverage to Officer for a period of twelve (12)
     months  after  Officer  ceases  to be  employed  by  FNBLI,  on  terms  and
     conditions  substantially  the same as FNBLI may,  from time to time,  make
     available to its employees generally during such period; provided, however,
     that the  obligation  of FLIC to provide such  coverage  shall cease on the
     date  when  another  employer  makes   substantially   comparable  coverage
     available to Officer,  regardless of whether the benefits made available by
     such employer require a contribution on the part of Officer.

          D. FLIC may elect to discharge its obligation to make the  Termination
     Payment and provide such insurance  coverage by causing  FNBLI,  its wholly
     owned subsidiary, to do so.

     3.   Non-Waiver.

     The failure of Officer to resign upon the occurrence of a particular  event
constituting Good Reason hereunder shall not bar the Officer 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.

     4.   Ineligibility For Termination Payment.

     Regardless  of  whether a Change of  Control  Event  shall  have  occurred,
Officer shall not be entitled to any  Termination  Payment in the event that his
employment  is  terminated  (i) by reason of his  death,  normal  retirement  or
disability, or (ii) by FNBLI for Cause (as hereinafter defined).

     5.   Definitions.

          A. "Good Reason" for  resignation by Officer of his  employment  shall
     mean the occurrence  (without the Officer's express written consent) of any
     one of the following acts or omissions to act by FLIC or FNBLI:

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

               (ii) A  reduction  in his annual  base salary as in effect at the
          time of a Change of Control Event. For purposes  hereof,  "annual base
          salary"  shall mean  regular  basic annual  compensation  prior to any
          reduction  therein  under a salary  reduction  agreement  pursuant  to
          Section  401(k)  or  Section  125 of the  Internal  Revenue  Code and,
          without limitation,  shall exclude fees, bonuses,  incentive awards or
          similar payments.


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               (iii) The  failure by FLIC or FNBLI to pay Officer any portion of
          his current compensation,  or to pay him 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. "Cause" shall mean any of the following:

               (i) The willful and continued failure by Officer to substantially
          perform his duties,  as they may be defined by FLIC or FNBLI from time
          to time, or to abide by the written  policies of FLIC or FNBLI after a
          written demand for substantial  performance is delivered to him by the
          Chief  Executive  Officer of FLIC or FNBLI,  as the case may be, which
          specifically   identifies   the   manner   in  which  he  has   failed
          substantially  to  perform  his  duties or has failed to abide by such
          written policies, and

               (ii)  The  willful  engaging  by  Officer  in  conduct  which  is
          materially  injurious to FLIC or FNBLI,  monetarily or otherwise.  For
          the purpose of the preceding  sentence,  no act, or failure to act, on
          the part of Officer shall be deemed  "willful" unless done, or omitted
          to be done,  by him not in good faith and  without  reasonable  belief
          that his act, or failure to act,  was in the best  interest of FLIC or
          FNBLI, as the case may be.

          C. "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 lease 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) FNBLI is no longer a wholly-owned subsidiary of FLIC.

          D. "Continuing  Outside Director" shall mean any individual who is not
     an  employee  of FLIC or FNBLI 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.

          E. "Outside  Director" shall mean an individual who is not an employee
     of FLIC or FNBLI who is a director of FLIC.

     6.   Withholding Taxes; Other Deductions.


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     FLIC and FNBLI  shall have the right (i) to deduct  from any  payments  due
under this Agreement amounts  sufficient to cover withholding as required by law
for any  federal,  state or local  taxes and any amounts due from the Officer to
FLIC or FNBLI and (ii) to take such other  action as may be necessary to satisfy
any  such  withholding  or  other  obligations,  including  but not  limited  to
withholding  amounts equal to such taxes or  obligations  from any other amounts
due or to become due from FLIC or FNBLI to Officer.

     7.   Miscellaneous.

          A. Prior Agreement Superseded.  This Agreement supersedes and replaces
     the Amended  Special  Severance  Agreement  between FNBLI and Officer dated
     July 1, 1999.

          B. Employment at Will.  Nothing contained herein shall be construed as
     an agreement  that  Officer  will  continue to be employed by FNBLI for any
     particular  period of time and the  employment of Officer may be terminated
     by FNBLI at any time.

          C. Accrued Rights. The determination of the Board of Directors of FLIC
     not to renew this Agreement shall not deprive Officer of any right that has
     accrued  to  Officer  during  the term  hereof by reason of the  occurrence
     during the term of this  Agreement  of an event  described  in Section  "2"
     hereof.

          D.  Notices.  Any notices  required  to be given under this  Agreement
     shall 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: Chief Executive Officer, and to Officer at his residence address
     as  reflected  in the records of FLIC;  or to such other  address as either
     party may designate by written notice to the other.

          E.  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.

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.

                                        THE FIRST OF LONG ISLAND CORPORATION


                                        By: /s/ J. William Johnson
                                           ------------------------------


                                        By: /s/ Mark D. Curtis
                                           ------------------------------
                                        MARK D. CURTIS



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</DOCUMENT>
