EXHIBIT G
NOTICE OF ANNUAL MEETING, PROXY STATEMENT
DATED APRIL 7, 2000, AND PROXY FORM
Notice of 2000 Annual Meeting and Proxy Statement
April 7, 2000
Dear Shareholder:
It is our pleasure to invite you to Chemung Financial
Corporation's 2000 Annual Meeting of Shareholders to be held on
Thursday, May 11, 2000, at 7:00 p.m. at the Clemens Center in
Elmira, New York. Parking will be available in the Chemung Canal
Trust Company main lot or in the parking garage located on Gray
Street. Following the meeting, refreshments will be served.
In addition to the formal items of business, we will review your
company's financial performance for the past year, discuss
management's plans for 2000 and answer any questions you may
have. New this year is the proxy written in plain English in an
effort to simplify the information presented and to increase
understanding. We hope you like the format and value your
feedback.
It is important that you be represented at the meeting, whether
or not you plan to attend, so please mark, sign and date the
enclosed proxy card and return it in the envelope provided. If
you plan to attend, please mark the proxy card where indicated
and include the number in your group planning to attend the
meeting.
Your directors and management look forward to seeing you at the
meeting.
Sincerely yours,
Jan P. Updegraff
President and
Chief Executive Officer
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
One Chemung Canal Plaza
P.O. Box 1522
Elmira, New York 14902
Parent Company of
Chemung Canal Trust Company
Date/Time:7:00 p.m. on Thursday, May 11, 2000
Place: Clemens Center
116 East Gray Street
Elmira, NY 14901
Items of Business: (1) Election of four directors, and
(2) Transacting other business properly
brought
before the meeting
Who May Vote: Shareholders of record as of March 24, 2000.
Annual Report & Copies of the 1999 Annual Report & Proxy
Proxy Statement: Statement
Are enclosed
Date of Mailing: This Notice and the Proxy Statement are first
being mailed to stockholders on or about April
7, 2000.
BY ORDER OF THE BOARD OF DIRECTORS
Donna C. Denton, Secretary
April 7, 2000
TABLE OF CONTENTS
Questions About the Meeting 5
Election of Directors and Nominee Biographies 7
Standing Director Biographies 8
Security Ownership of Certain Beneficial Owners &
Management 10
Personnel Committee Report on Executive Compensation 14
Executive Officers 15
Executive Compensation 16
Pension Plans & Employment Contracts 17
Performance Graph 19
Board of Directors Information 20
Other Information 21
Director Business Relationships 22
Section 16(a) Beneficial Ownership Reporting 22
QUESTIONS ABOUT THE MEETING
What do I need to know about Chemung Financial Corporation and
Chemung Canal Trust Company?
Chemung Canal Trust Company (the "Bank") is the wholly owned
banking subsidiary of Chemung Financial Corporation (the
"Corporation"), and unless otherwise stated, financial and other
information is presented on a consolidated basis.
What am I voting on?
You are voting on the re-election of four directors to the
Corporation's Board of Directors.
Who may vote?
You may vote if you owned the Corporation's stock at the close of
business on March 24, 2000. As of March 17, 2000, there were
4,043,882 shares of common stock outstanding.
How do I vote?
By signing, dating, and returning each proxy card you receive in
the prepaid envelope. Please indicate in the space provided on
the proxy card if you plan to attend the meeting.
Can I change my mind after indicating my vote and returning the
proxy card?
Yes. You may change your vote any time before the polls close at
or before the annual meeting by:
(a) Signing and returning another proxy card indicating a
later date; or
(b) attending the annual meeting and voting in person; or
(c) revoking your proxy by notifying the Corporate Secretary
in writing.
What if I return my proxy card but do not provide voting
instructions?
Properly signed proxies received without voting instructions will
be voted FOR the nominee directors.
How are votes counted?
Each share of Common Stock is entitled to one vote. There are no
cumulative voting rights. Nominees for director will be elected
by a plurality of votes cast. Any other matter requires the
affirmative vote of a majority of votes cast except as otherwise
provided in the Corporation's Certificate of Incorporation or By-
laws. Only shares voted in favor of a nominee will be counted
toward the achievement of plurality. Votes withheld (including
broker non-votes) and abstentions are counted as present for the
purpose of determining a quorum but are not counted as votes
cast.
Who pays for the solicitation of proxies?
The cost of soliciting proxies will be borne by the Corporation.
In addition to solicitations by mail, some of the directors,
officers, and regular employees of the Corporation and the Bank
may conduct additional solicitations by telephone and personal
contacts without additional remuneration. American Stock
Transfer and Trust Company, the Corporation's transfer agent,
will aid the Corporation in the solicitation of proxies and proxy
vote tabulations. If you hold your stock in "street" name, the
transfer agent will request the appropriate nominees, brokerage
houses, custodians and fiduciaries to forward soliciting material
to you at the Corporation's expense.
What is the deadline for submitting shareholder proposals?
Shareholders desiring to present proposals in next year's proxy
statement and at the 2001 Annual Meeting of Shareholders,
including a notice of intent to make a nomination at the Meeting,
must submit their proposal to the Corporate Secretary on or
before December 6, 2000. Each shareholder proposal must comply
with the rules and regulations of the Securities and Exchange
Commission in order to be included in next year's proxy
statement.
Who are the Corporation's independent accountants?
The accounting firm of KPMG LLP has acted as the Corporation's
independent auditors and accountants since 1990 and the directors
expect KPMG LLP to continue in service throughout 2000.
Representatives of KPMG LLP will be present at the Annual Meeting
to answer your questions.
Is there any other business to come before the meeting?
Management knows of no other business to be presented for
consideration, other than the election of four directors. If
other matters are properly presented, the proxies intend to vote
in accordance with their best judgment.
How do I obtain an Annual Report on Form 10-K?
You may obtain a copy of Chemung Financial Corporation's 1999
Annual Report on Form 10-K filed with the Securities and Exchange
Commission without charge if you would like more detailed
information concerning the Corporation. To obtain a copy, either
write to: Donna C. Denton, Vice President & Secretary, Chemung
Canal Trust Company, One Chemung Canal Plaza, P. O. Box 1522,
Elmira, NY 14902, or e-mail your request to our website:
www.chemungcanal.com.
ELECTION OF DIRECTORS AND NOMINEE BIOGRAPHIES
Who are the nominees this year?
David J. Dalrymple, John F. Potter, William C. Ughetta, and Jan
P. Updegraff have each been nominated for election to the
Corporation's Board of Directors. If elected, each nominee will
hold the office of director for three years or until a successor
has been duly elected and qualified.
What are the backgrounds of this year's nominees?
DAVID J. DALRYMPLE, Age 46, Director since 1993
President of Dalrymple Holding Corporation, parent company for
several construction materials and highway construction companies. Mr.
Dalrymple is the brother of Robert H. Dalrymple, also a Director of the
Corporation.
JOHN F. POTTER, Age 54, Director since 1991
President of Seneca Beverage Corporation, a wholesale distributor
of beer and water products.
WILLIAM C. UGHETTA, Age 67, Director since 1985
Lawyer, of Counsel to the law firm of Sayles & Evans.
Retired since June 1, 1998. Formerly Senior Vice President and
General Counsel of Corning Incorporated, a diversified manufac-
Turing company.
Director of Covance, Inc.
Director of GlobalLift Technologies, Inc.
JAN P. UPDEGRAFF, Age 57, Director since 1996
President and Chief Executive Officer of the Corporation and Bank.
Formerly Vice President and Treasurer of the Corporation and
Chief Operating Officer and Executive Vice President of the Bank.
STANDING DIRECTOR BIOGRAPHIES
What are the backgrounds of the directors not standing for
election this year?
Directors with terms expiring in Directors with terms expiring in
2001 2002
ROBERT H. DALRYMPLE, Age 49 ROBERT E. AGAN, Age 61
Director since 1995 Director since 1986
Secretary of Dalrymple Chairman of the Board, Chief
Holding Corporation, a parent Executive Officer and President of
company for several construction Hardinge Inc., a world-wide machine
materials and highway construction tool manufacturer.
companies. Mr. Dalrymple is the
brother of David J. Dalrymple,
also a Director of the
Corporation.
FREDERICK Q. FALCK, Age 51 DONALD L. BROOKS, JR., Age 71
Director since 1997 Director since 1985
President of L.M. Trading Retired physician; Director of
Company, an agricultural Arnot Ogden Medical Center.
investment corporation;
Vice President of Arnot
Realty Corporation;
President and former Chairman
of The Rathbone Corporation.
RALPH H. MEYER, Age 60 STEPHEN M. LOUNSBERRY III, Age 46
Director since 1985 Director since 1995
Retired since August 1, 1998. President of Applied
Formerly President and Chief Technology Manufacturing since
Executive Officer of Guthrie July 17, 1996, a manufacturer of
Healthcare System, a vertically machined industrial and railroad
integrated health care delivery component parts;
system. Formerly President of Moore &
Steele Corp.
RICHARD W. SWAN, Age 51 THOMAS K. MEIER, Age 59
Director since 1985 Director since 1988
President of Swan & Sons- President of Elmira College.
Morss Co., Inc., an insurance
brokerage agency.
STANDING DIRECTOR BIOGRAPHIES
Directors with terms expiring in Directors with terms expiring in
2001 2002
WILLIAM A. TRYON, Age 69 CHARLES M. STREETER, JR., Age 60
Director since 1987 Director since 1985
Chairman of the Board and President of Streeter
Chief Associates, Inc., a general
Executive Officer of Trayer building contractor.
Products, Inc., an automotive,
truck and other industrial parts
manufacturer;
Chairman and former President
of Perry & Carroll, Inc., an
insurance brokerage agency;
Formerly a Director of the
Bank from
1964 to 1976.
NELSON MOOERS VAN DEN BLINK
Age 65, Director since 1985
Chairman of the Board, Chief
Executive Officer and Treasurer of
The Hilliard Corporation, a motion
control equipment, oil reclaimer
and filter manufacturer.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT
The following table shows how much of the Corporation's common
stock is owned by directors, named executive officers and owners
of more than five percent of our outstanding stock as of February
29, 2000.
Amount &
Nature of
Name of Beneficial Owner Stock
(and address if Ownership Exceeds Beneficially Percent of Shares
5%) Owned Outstanding*
Chemung Canal Trust Company 583,5011 14.4%
One Chemung Canal Plaza
Elmira, NY 14902
Chemung Canal Trust Company
Profit-Sharing, Savings and 399,1122 9.9%
Investment Plan
One Chemung Canal Plaza
Elmira, NY 14902
David J. Dalrymple
274 Upper Coleman Avenue 622,4563, 5 15.4%
Elmira, NY 14905
Robert H. Dalrymple
875 Upland Drive 595,3244, 5 14.7%
Elmira, NY 14905
Robert E. Agan 13,1816 *
Donald L. Brooks, Jr. 14,8856 *
James E. Corey III 7,2617 *
Jerome F. Denton 7,4067 *
Frederick Q. Falck 3.2%
128,5516, 8
Stephen M. Lounsberry III *
20,8736
Thomas K. Meier *
5,9176
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT
Amount &
Nature of
Name of Beneficial Owner Stock
(and address if Ownership Exceeds Beneficially Percent of Shares
5%) Owned Outstanding*
Ralph H. Meyer *
14,5096
John F. Potter *
29,7196, 9
Charles M. Streeter, Jr. *
24,6966, 10
Richard W. Swan 1.8%
71,66511
William A. Tryon *
22,85212
William C. Ughetta *
31,1796
Jan P. Updegraff *
9,2987
Nelson Mooers van den Blink 3,478 *
All Directors, Nominees and
Executive Officers as a group (21 1,117,81613 27.6%
persons)
* Unless otherwise noted, less than 1%.
<FN>
FOOTNOTES
1 Held by the Bank in various fiduciary capacities, either alone or
with others. Includes 23,096 shares held with sole voting and
dispositive powers, 560,405 shares held with shared power to vote
and 351,543 shares held with shared dispositive power. Shares
held in a co-fiduciary capacity by the Bank are voted by the co-
fiduciary in the same manner as if the co-fiduciary were the sole
fiduciary. Shares held by the Bank as sole trustee will be voted
by the Bank only if the trust instrument provides for voting of
the shares at the direction of the grantor or a beneficiary and
the Bank actually receives voting instructions.
2 The Plan participants instruct the Bank as trustee how to vote
these shares. If a participant fails to instruct the voting of
the shares, the Bank votes these shares in the same proportion as
it votes all of the shares for which it receives voting
instructions. Plan participants have dispositive power over these
shares subject to certain restrictions.
3 Includes 91,822 shares held directly, 3,808 shares held as
custodian for Mr. Dalrymple's children, 448,510 shares held by the
Dalrymple Family Limited Partnership of which David J. Dalrymple
and Robert H. Dalrymple are sole general partners, and 78,316
shares held by Dalrymple Holding Corporation, of which David J.
Dalrymple and Robert H. Dalrymple are officers, directors and
principal shareholders. Excludes 7,176 shares held by Mr.
Dalrymple's spouse as to which Mr. Dalrymple disclaims beneficial
ownership. See footnote 5.
4 Includes 64,690 shares held directly, 3,808 shares held as
custodian for Mr. Dalrymple's children, 448,510 shares held by the
Dalrymple Family Limited Partnership of which David J. Dalrymple
and Robert H. Dalrymple are sole general partners, and 78,316
shares held by Dalrymple Holding Corporation of which David J.
Dalrymple and Robert H. Dalrymple are officers, directors and
principal shareholders. Excludes 4,064 shares held by Mr.
Dalrymple's spouse as to which Mr. Dalrymple disclaims beneficial
ownership. See footnote 5.
5 Excludes 30,230 shares held by Susquehanna Supply Company of which
David J. Dalrymple and Robert H. Dalrymple each own 23.1% of the
outstanding common stock. Because of the definition of
"beneficial ownership" under Section 13 of The Exchange Act, David
and Robert Dalrymple are each listed as beneficial owners of
526,826 of the same shares. Without such multiple counting, David
and Robert Dalrymples' aggregate beneficial ownership would equal
17% of the Corporation's outstanding shares.
6 Includes shares that Messrs. Agan (12,281), Brooks (2,385), Falck
(1,609), Lounsberry (4,070), Meier (917), Meyer (9,319), Potter
(9,455), Streeter (4,270), and Ughetta (6,179) have credited to
their accounts in memorandum unit form under the Corporation's
Deferred Directors Fee Plan. The deferred fees held in memorandum
unit form will be paid solely in shares of the Corporation's
Common Stock pursuant to the terms of the Plan and the election of
the Plan participants. Shares held in memorandum unit form under
the Plan have no voting rights.
7 Includes all shares of Common Stock of the Corporation held for
the benefit of each Executive Officer by the Bank as trustee of
the Bank's Profit-Sharing, Savings and Investment Plan. Messrs.
Updegraff, Corey and Denton have an interest in 9,091, 4,692, and
6,186 such shares held by the Plan, respectively.
8 Includes 600 shares held directly and 126,342 shares held
indirectly in Mr. Falck's capacity as a co-trustee and/or income
beneficiary in various trusts. Excludes 145,968 shares owned by
The Rathbone Corporation of which Mr. Falck is an officer and
director.
9 Includes 12,843 shares owned by Seneca Beverage Corporation, of
which corporation Mr. Potter is an officer, director and principal
shareholder.
10 Includes 10,836 shares owned by Streeter Associates, Inc., of
which corporation Mr. Streeter is an officer, director and
principal shareholder.
11 Includes 11,700 shares owned by Swan and Sons-Morss Co., Inc., of
which corporation Mr. Swan is an officer, director and one of the
principal shareholders, 33,255 shares held in trusts over which
Mr. Swan has voting and dispositive power, and 444 shares held by
Mr. Swan as custodian for his minor children. Does not include
4,316 shares held by others as trustees for a trust of which Mr.
Swan is an income beneficiary or 4,236 shares held by Mr. Swan's
spouse as to which Mr. Swan disclaims beneficial ownership.
12 Excludes 6,974 shares held by Mr. Tryon's spouse as to which Mr.
Tryon disclaims beneficial ownership.
13 Does not include 26,401 shares owned by spouses of certain
officers and directors as to which shares such officers and
directors disclaim beneficial ownership. Does not include 526,826
shares included under each of David J. and Robert H. Dalrymple
(see footnote 5). Also does not include 90 shares of preferred
stock owned by directors, certain officers and their spouses of
CCTC Funding Corp., a subsidiary of the Bank, a Real Estate
Investment Trust under the Internal Revenue Code.
</FN>
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION OF
MANAGEMENT
The Personnel Committee of the Board of Directors furnishes the
following report on executive compensation:
What is our philosophy of executive compensation?
Under the supervision of the Committee (comprised entirely of
outside directors), the Bank has developed and implemented
compensation policies that seek to enhance the profitability of
the Bank and the Corporation, thus enhancing shareholder value.
The executive compensation program consists of base pay, an
annual management incentive bonus, and a long-term incentive
bonus. The Committee feels that this philosophy provides fair
and competitive compensation that attracts and retains well-
qualified executives.
How is the Chief Executive Officer compensated?
The Board of Directors, upon recommendation of the Committee,
sets the annual compensation of the Chief Executive Officer.
The recommendation of the Committee follows substantial review of
comparative information including executive compensation for
similarly situated banks and bank holding companies. Key
criteria include Return on Average Tier I Equity, Return on
Average Assets and dividend performance. The Committee determined
that the performance of the Bank was well within the range
reported by its peers and that the compensation paid by the Bank
was appropriate in comparison to the peer group. Incentive bonus
payments to the CEO, based upon performance relative to goals,
are determined at year-end. The Committee approved an incentive
bonus of $55,000 for Mr. Updegraff based upon 1999 performance.
There is also a Board approved long-term incentive bonus to those
officers who play a major role in setting and implementing long-
term strategies. Currently the only participant in this plan is
the Chief Executive Officer. Payment of the long-term incentive
award will be deferred for three years following the accrual year
and may be further deferred at the participant's election. The
incentive bonus may or may not be deferred at the officer's
election. No long-term incentive bonus to the CEO has yet been
awarded.
How are other executive officers compensated?
In setting the compensation and bonuses of the executive vice
presidents and auditor, the Committee reviews a recommendation by
the CEO that is based on a number of factors including individual
and organizational performance, merit increases and
responsibility levels. Bonus recommendations are reviewed in the
same way, and the Board of Directors has final approval.
Based on their evaluation, the Committee believes that the
executive management of the Corporation is achieving significant
improvements in long-term financial performance. The compensation
policies, plans and programs implemented by the Committee are
contributing to this management focus.
Thomas K. Meier, Chairman Ralph H. Meyer Donald L. Brooks, Jr.
Richard W. Swan David J. Dalrymple William A. Tryon
Frederick Q. Falck William C. Ughetta
EXECUTIVE OFFICERS
Who were the executive officers of the Corporation and the Bank
during 1999?
Name Age Position (served since)
Jan P. Updegraff 57 President and Chief Executive
Officer of the Corporation and the
Bank (1998); formerly President and
Chief Operating Officer of the
Corporation and the Bank (1996); and
Vice President and Treasurer of the
Corporation and Executive Vice
President of the Bank (1990).
James E. Corey III 53 Vice President of the Corporation
(1993) and Executive Vice President
of the Bank (1998); formerly Senior
Vice President of the Bank (1993).
Jerome F. Denton1 48 Vice President of the Corporation
(1997); formerly Secretary (1986);
Executive Vice President of the Bank
(1998); formerly Senior Vice
President of the Bank (1996).
Thomas C. Karski 54 Vice President of the Corporation
(1998) and Senior Vice President of
the Bank (1998); formerly Vice
President of the Bank (1987).
Joseph P. Manning 61 Vice President of the Corporation
(1998) and Senior Vice President of
the Bank (1998); formerly Vice
President of the Bank (1993).
John R. Battersby, Jr. 49 Senior Vice President, Chief
Financial Officer of the Bank
(1998); Treasurer of the Corporation
and the Bank (1995); formerly Vice
President of the Bank (1995).
Donna C. Denton1 44 Secretary of the Corporation (1998)
and Vice President and Secretary of
the Bank (1998); formerly Vice
President of the Bank (1996) and
Senior Pension Officer (1991).
<FN>
<FN1>
1 Jerome F. Denton and Donna C. Denton are husband and wife.
</FN>
EXECUTIVE COMPENSATION
Who are the named executive officers whose compensation exceeds
$100,000 for 1999?
Summary Compensation Table
Annual Compensation
Name and Principal All Other
Position Held Year Salary($) Bonus($)1 Compensation($)2
Jan P. Updegraff 1999 192,692 55,000 10,019
President and Chief
Executive Officer of 1998 175,577 40,000 10,513
the Corporation and the
Bank 1997 128,846 20,000 8,463
James E. Corey III 1999 97,052 27,000 7,931
Vice President of the
Corporation and 1998 91,210 12,000 8,096
Executive Vice
President of the Bank 1997 85,462 11,500 7,162
Jerome F. Denton 1999 89,646 25,000 7,708
Vice President of the
Corporation and 1998 81,312 10,600 7,799
Executive Vice
President of the Bank 1997 72,923 9,000 6,786
<FN> Includes amounts allocated for the year indicated, whether
<FN1> paid or deferred, under both the Bank-Wide and Management
1 Incentive Bonus Plans.
<FN2> Includes amounts allocated for the year indicated under the
2 Bank's Profit-Sharing, Savings and Investment Plan.
<FN3> NOTE: The officers of the Corporation are not separately
compensated for services rendered to the Corporation and this
policy is likely to continue.
</FN>
PENSION PLANS & EMPLOYMENT CONTRACTS
Pension Plans
The following table shows the estimated annual retirement
benefits payable from the Chemung Canal Trust Company Pension and
Executive Supplemental Pension Plans, based upon a straight-life
annuity form of payment, payable on retirement at age 65, and
assuming final average earnings as shown. Employees vest fully
following 5 years of service, normal retirement age is 65, and
reduced benefit payments are available for early retirement at or
after age 55.
Average Annual 15 20 25 30 351
Compensation
$100,000 24,527 32,702 40,878 48,053 55,229
$120,000 30,077 40,102 50,128 58,953 67,779
$150,000 38,402 51,202 64,003 75,303 86,604
$190,000 49,502 66,002 82,503 97,103 111,704
$200,000 52,277 69,702 87,128 102,553 117,979
<FN>
<FN1>
1 Maximum number of years allowed under the terms of the Pension
Plan.
</FN>
The Pension Plan provides an annual benefit of 1.2% for each year
of credited service to a maximum of 25 years and for each
additional year to a maximum of 10 years, 1% of the above average
annual compensation (exclusive of bonuses), plus for each year of
credited service to a maximum of 35 years, .65% of average
compensation in excess of the average of the taxable wage base in
effect under Section 230 of the Social Security Act for each year
in the 35-year period ending with the year in which the
participant attains social security retirement age. The average
taxable wage base was $33,060 for a participant attaining age 65
in 1999.
The named executive officers of the Corporation and the Bank had
the following credited full years of service under the Plan as of
December 31, 1999: Jan P. Updegraff--29, James E. Corey III--12,
and Jerome F. Denton--27.
The Bank's non-qualified Executive Supplemental Pension Plan
provides a benefit equal to the benefit which would have been
paid under the terms of the Bank's Pension Plan without regard to
limitations under the Internal Revenue Code. From time to time
the Board of Directors may select executives as participants in
the plan. Currently, Mr. Updegraff is the only active employee
participating.
Employment Contracts
The Bank has employment contracts with twenty of its senior
officers, all vice president level and above. The contracts
provide that in the event of termination of any of these
officers' employment without cause, the officer shall continue to
receive his or her salary at the level then existing and the
customary fringe benefits which he or she is then receiving for a
period ending December 31, 2001, except for Mrs. Melinda Sartori,
Mrs. Marcia Scanlin, and Messrs. Battersby, Corey, Denton,
Karski, Manning, Updegraff and Ward whose guaranteed terms end
December 31, 2002. The contracts further provide that they may
be extended by the Board of Directors on a year-to-year basis and
also may be terminated for cause upon thirty days' notice.
COMPARATIVE RETURN PERFORMANCE GRAPH
Comparison of Five-Year Cumulative Total Returns For Fiscal Years
Ending December 31, 1995 - 1999 Among Chemung Financial
Corporation,
CRSP Total Returns Index for NASDAQ Stock Market (US Companies)
and NASDAQ - Bank Stocks Index
(OMITTED GRAPHIC MATERIAL -SEE APPENDIX)
1994 1995 1996 1997 1998 1999
Chemung Financial
Corporation 100.00 112.68 142.46 181.37 246.80 231.28
CRSP NASDAQ 100.00 141.30 173.90 213.10 300.20 542.40
Composite
NASDAQ - Bank Stocks 100.00 149.00 196.70 329.40 327.10 314.40
The cumulative total return includes (i) dividends paid and (ii)
changes in the share price of the Corporation's Common Stock and
assumes that all dividends were reinvested. The above graph
assumes that the value of the investment in Chemung Financial
Corporation and each index was $100 on December 31, 1994.
The CRSP Total Returns Index for NASDAQ Stock Market (US
Companies) and Bank Stocks indices were obtained from the Center
for Research in Security Prices (CRSP), University of Chicago,
Chicago, Illinois.
BOARD OF DIRECTORS INFORMATION
How often did the Board meet during fiscal year 1999?
The Board of Directors of the Corporation held ten regularly
scheduled meetings and the Board of Directors of the Bank held
twelve regularly scheduled meetings and two special meetings
during the year ended December 31, 1999.
With the exception of Mr. Agan, who attended 50% of the
Corporation's board meetings and 66% of the total Corporation's
and Bank's board and committee meetings, each director of the
Corporation and the Bank attended at least 75% of the board and
committee meetings of which they were members.
What standing Board Committees exist at the Bank?
The following table shows the standing Committees, membership of
each, and number of meetings held in 1999.
Name Execu- Loan Trust & Portfolio Examining/ Person-
tive Employee Audit nel
Benefits
Agan X X X
Brooks X* X X
D.J.Dalrymple X* X X
R.H. Dalrymple X X X
Falck X X X
Lounsberry X X X*
Meier X X X*
Meyer X X X
Potter X X* X
Streeter X* X X
Swan X X X
Tryon X X X
Ughetta X X X
Updegraff X X X X
Van den Blink X X X
# of Meetings 8 13 12 4 3 3
in 1999
*Committee Chairman
The Executive Committee may, subject to limitations under
applicable law and the By-Laws, act on behalf of the Board
whenever the Board is not in session. Actions taken will be
reported at the next regular meeting of the Board.
The Loan Committee establishes policy for the Bank's lending
functions as determined under applicable regulations and/or the
By-Laws.
The Trust and Employee Benefits Committee passes on all questions
of policy bearing upon the investment of trust funds and the
general conduct of the estate, agency, and fiduciary business of
the Bank. The Committee also has responsibility for the Bank's
own benefit plans and reviews the trust and investment policies
and performance.
The Portfolio Committee passes on all questions of policy
relating to the oversight of the Bank's investment portfolio and
internal administrative functions.
The Examining Committee makes an annual examination of the Bank
as a whole, reviews the Bank's internal audit and loan review
procedures and recommends to the Board of Directors the
engagement and dismissal of independent auditors.
The Personnel Committee is responsible for the nomination of
officers and makes compensation recommendations for the
president, executive vice presidents and the auditor.
How are Directors compensated?
Each non-employee director of the Bank receives an annual
retainer of $5,000 and a fee of $300 for each meeting of the
Board of Directors and its committees attended. The Chairperson
of each committee receives $350 for each committee meeting
attended. Only one fee is paid for attendance at meetings that
serve both the Corporation and the Bank. Employee directors
receive no fees for their services as Directors.
A Deferred Directors Fee Plan for non-employee Directors provides
that Directors may elect to defer receipt of all or any part of
their fees. Deferrals are credited with either interest
compounded quarterly at the Applicable Federal Rate for short-
term debt instruments or converted to units which appreciate or
depreciate as would an actual share of the Corporation's common
stock purchased on the deferral date. Cash deferrals will be
paid in cash and units will be paid in shares of common stock.
OTHER INFORMATION
Some of the Bank's directors and officers, and entities with
which they are associated, are customers of the Bank in the
ordinary course of business and are indebted to the Bank. The
Bank anticipates that some of these directors, officers and
entities will continue to be customers of and indebted to the
Bank on similar terms in the future. All loans to these
individuals and entities are made in the ordinary course of
business, involve no more than a normal risk of collectibility
and are on substantially the same terms, including interest rates
and collateral requirements, as those services provided for
comparable transactions with unaffiliated persons and entities.
The Bank has purchased and paid for insurance from Continental
Casualty Company providing for reimbursement of directors and
officers of the Corporation and the Bank for their costs and
expenses for claims based on "wrongful acts" in connection with
their duties as directors or officers, including actions as
fiduciaries of the Bank's Pension and Profit-Sharing Plans. This
insurance coverage, expiring in April 2002, has an annual cost of
$11,250.
Director Business Relationships
The Bank retained Sayles and Evans, a law firm of which Mr.
Ughetta is of counsel, for legal services during 1999 and expects
to retain Sayles & Evans for legal services during the current
year.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors, certain executive officers, and ten
percent shareholders (collectively "Reporting Persons") to file
with the Securities and Exchange Commission ("SEC") initial
reports of ownership and changes in beneficial ownership (the
"Reports"). SEC regulations require Reporting Persons to furnish
the Corporation with copies of all Reports filed.
Based solely on review of the Reports furnished to the
Corporation and written representation from the Reporting Persons
that no other reports were required for the year ended December
31, 1999, the Corporation's Reporting Persons complied with these
requirements except for one report not timely filed by Mr.
Potter.
BY ORDER OF THE BOARD OF DIRECTORS
Donna C. Denton
Secretary
Date:April 7, 2000
One Chemung Canal Plaza
Elmira, New York 14902
www.chemungcanal.com
CHEMUNG FINANCIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS - MAY 11, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF CHEMUNG FINANCIAL CORPORATION
John R. Battersby, Sr. and John B. Hintz, each with power of
substitution and with all powers and discretion the undersigned
would have if personally present, are hereby appointed the Proxy
Agents to represent the undersigned at the Annual Meeting of
Shareholders of Chemung Financial Corporation, to be held on May
11, 2000 (including any adjournments or postponements thereof)
and to vote all shares of Common Stock of Chemung Financial
Corporation which the undersigned is entitled to vote on all
matters that properly come before the meeting, subject to any
directions indicated.
(To be signed on Reverse Side)
*****************************************************************
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED.
IF NO DIRECTIONS TO THE CONTRARY ARE GIVEN, THE PROXY AGENTS
INTEND TO VOTE FOR THE NOMINEES.
NOMINEES: 3-year term:
FOR WITHHELD
1.Election of David J. Dalrypmle
Directors. John F. Potter
William C. Ughetta
Jan P. Updegraff
For, except vote withheld from the following nominee(s):
_______________________________________________________
I/We will attend the Meeting
Number in group ____
___________________DATE_____ _____________________DATE__________
Signature Signature If Held Jointly
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee, custodian or guardian, please give full
title as such.