UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required] For the fiscal year ended December 31, 1995 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the transition period from _____________ to _____________ Commission File Number 0-13888 CHEMUNG FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) NEW YORK 16-123703-8 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) One Chemung Canal Plaza, P.O. Box 1522 Elmira, New York 14902 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (607) 737-3711 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $5 a share (Title of class) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO The aggregate market value of Common Stock held by nonaffiliates on February 29, 1996 was $34,933,528. As of February 29, 1996 there were 2,084,611 shares of Common Stock, $5 par value outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Annual Report to Shareholders for the year ended December 31, 1995 are incorporated by reference into Parts I, II and IV. Portions of the Proxy Statement for the Annual Shareholders meeting to be held on April 2, 1996 are incorporated by reference into Parts III and IV. PART I ITEM 1. BUSINESS (a) General development of business Chemung Financial Corporation (Corporation) was incorporated on January 2, 1985, under the laws of the State of New York. The Corporation was organized for the purpose of acquiring a majority holding of Chemung Canal Trust Company (Bank). The Bank was established in 1833 under the name Chemung Canal Bank, and was subsequently granted a New York State bank charter in 1895. In 1902, the Bank was reorganized as a New York State trust company under the name Elmira Trust Company, which name was changed to Chemung Canal Trust Company in 1903. On June 1, 1985, after the approval by the New York State Superintendent of Banks and the Board of Governors of the Federal Reserve System of the Plan of Acquisition and holding company application, the Bank became a wholly-owned subsidiary of the Corporation. There have been no material changes in the mode of conducting business of either the Corporation or the Bank since the acquisition of the Bank by the Corporation. The Corporation is subject to applicable federal laws relating to bank holding companies as well as federal securities laws, State Corporation Law and State Banking Law. (b) Financial information about industry segments The Corporation and the Bank are engaged only in banking and bank-related businesses. The Selected Financial Data Exhibit included in "Management's Discussion and Analysis of Financial Condition and Results of Operation" ("MD&A") for the Corporation's Annual Report to Shareholders for the year ended December 31, 1995, sets forth financial information with respect to bank-related industry segments. The MD&A including the Selected Financial Data Exhibit is incorporated herein by reference. (c) Narrative description of business Business The Bank is a New York State chartered, independent commercial bank which engages in full-service commercial and consumer banking and trust business. The Bank's services include accepting time, demand and savings deposits including NOW accounts, Super NOW accounts, regular savings accounts, insured money market accounts, investment certificates, fixed-rate certificates of deposit and club accounts. Its services also include making secured and unsecured commercial and consumer loans, financing commercial transactions either directly or participating with regional industrial development and community lending corporations, making commercial, residential and home equity mortgage loans, revolving credit loans with overdraft checking protection, small business loans and student loans. Additional services include renting of safe deposit facilities, selling uninsured annuity and mutual fund investment products, and the use of networked automated teller facilities. Trust services provided by the Bank include services as executor, trustee under wills and agreements, guardian and custodian and trustee and agent for pension, profit-sharing and other employee benefit trusts as well as various investment, pension, estate planning and employee benefit administrative services. For additional information which focuses on the results of operation of the Corporation and the Bank, see Management's Discussion and Analysis of Financial Condition and Results of Operations, incorporated herein by reference. There have been no material changes in the manner of doing business by the Corporation or the Bank during the fiscal year ended December 31, 1995. Competition Six (6) of the Bank's thirteen (13) full-service branches, in addition to the main office, are located in Chemung County. The other seven (7) full-service branches are located in the adjacent counties of Schuyler, Steuben, and Tioga. All facilities are located in New York State. Within these market areas, the Bank encounters intense competition in its banking business from several other financial institutions offering comparable products. These competitors include other commercial banks (both locally-based independent banks and local offices of regional and major metropolitan-based banks), as well as stock savings banks and credit unions. In addition, the Bank experiences competition in marketing some of its services from local operations of insurance companies, brokerage firms and retail financial service businesses. Dependence Upon a Single Customer Neither the Corporation nor the Bank is dependent upon a single or limited number of customers. Research and Development Expenditures for research and development were immaterial for the years 1995, 1994, and 1993. Employees As of December 31, 1995, the Bank employed 281 persons on a full-time equivalent basis. (d) Financial information about foreign and domestic operations and export sales Neither the Corporation nor the Bank relies on foreign sources of funds or income. (e) Statistical disclosure by bank holding companies The following disclosures present summarized statistical data covering the Corporation and the Bank. Distribution of Assets, Liabilities and Shareholders' Equity, Interest Rates and Interest Differential December 31, 1995 1994 1993 Average Yield/ Average Yield/ Average Yield/ Balance Interest Rate Balance Interest Rate Balance Interest Rate Assets Interest-earning assets: Loans $ 249,149 23,868 9.58% $ 221,419 20,006 9.04% $ 224,127 20,741 9.25% Taxable securities 155,238 9,960 6.42 134,524 7,762 5.77 106,736 6,088 5.70 Tax-exempt securities 28,051 1,406 5.01 25,054 1,262 5.04 22,596 1,184 5.24 Federal funds sold 8,434 486 5.76 10,236 407 3.98 12,587 371 2.95 Interest-bearing deposits 6,267 357 5.70 3,478 143 4.11 2,401 73 3.04 Total interest- earning assets 447,139 36,077 8.07% 394,711 29,580 7.49% 368,447 28,457 7.72% Non-interest earning assets: Cash and due from banks 23,442 21,657 20,372 Premises and equipment, net 9,657 7,451 7,513 Other assets 6,922 5,506 4,853 Less allowance for loan losses (3,876) (3,419) (3,453) Excess of cost over fair value of net assets acquired, net of accumulated amortization 11,969 5,339 - Total $ 495,253 $ 431,245 $ 397,732 Liabilities and Shareholders' Equity Interest-bearing liabilities: Demand deposits $ 43,312 731 1.69% $ 43,372 673 1.55% $ 42,275 811 1.92% Savings deposits 149,257 4,408 2.95 142,819 3,778 2.65 133,671 3,806 2.85 Time deposits 153,433 8,307 5.41 121,783 5,445 4.47 110,631 4,887 4.42 Federal funds purchased and securities sold under agreement to repurchase 13,846 781 5.73 9,975 380 3.81 9,717 281 2.89 Total interest- bearing liabilities 359,848 14,227 3.95% 317,949 10,276 3.23% 296,294 9,785 3.30% Non-interest bearing liabilities: Demand deposits 78,406 66,635 60,461 Other 6,995 5,106 3,978 445,249 389,690 360,733 Shareholders' equity 50,004 41,555 36,999 Total $ 495,253 $ 431,245 $ 397,732 Net interest earnings $ 21,850 $ 19,304 $ 18,672 Net yield on interest- earning assets 4.89% 4.89% 5.07% For the purpose of these computations, nonaccruing loans are included in the daily average loan amounts outstanding. Daily balances were used for average balance computations. No tax equivalent adjustments have been made in calculating yields on obligations of states and political subdivisions. The following table sets forth for the periods indicated, a summary of the changes in interest earned and interest paid resulting from changes in volume and changes in rates: 1995 Compared to 1994 1994 Compared to 1993 Increase (Decrease) Due to (1) Increase (Decrease) Due to (1) Volume Rate Net Volume Rate Net (In Thousands of Dollars) (In Thousands of Dollars) Interest earned on: Loans $ 2,607 1,255 3,862 (249) (486) (735) Taxable securities 1,273 925 2,198 1,603 71 1,674 Tax-exempt securities 150 (6) 144 125 (47) 78 Federal funds sold (81) 160 79 (78) 114 36 Interest-bearing deposits 145 70 215 39 31 70 Total interest- earning assets $ 4,094 2,404 6,498 1,440 (317) 1,123 Interest paid on: Demand deposits (1) 59 58 21 (159) (138) Savings deposits 176 442 618 251 (279) (28) Time deposits 1,580 1,282 2,862 498 60 558 Federal funds purchased and securities sold under agreement to repurchase 179 234 413 8 91 99 Total interest-bearing liabilities $ 1,934 2,017 3,951 778 (287) 491 <FN> <F1> (1) The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. </FN> Investment Portfolio The following table sets forth the carrying amount of investment securities at the dates indicated: December 31, 1995 1994 1993 (In Thousands of Dollars) U.S. Treasury and other U.S. Government Agencies $ 108,775 163,238 104,216 State and political subdivisions 30,275 28,085 21,997 Other bonds and notes 33,596 7,181 8,871 Corporate stocks 6,818 5,493 2,002 Total $ 179,464 203,997 137,086 Included in the above table are $171,882, $188,828 and $44,814 of securities available for sale at December 31, respectively. Investment Portfolio (continued) The following tables set forth the maturities of investment securities at December 31, 1995 and the weighted average yields of such securities (calculated on the basis of the cost and effective yields weighted for the scheduled maturity of each security). Federal tax equivalent adjustments have been made in calculating yields on municipal obligations. Maturing Within After One, But One Year Within Five Years Amount Yield Amount Yield (In Thousands of Dollars) U.S. Treasury and other U.S. Government Agencies $ 38,744 6.26% $ 68,000 6.49% State and political subdivisions 10,411 4.68 16,371 4.89 Other bonds and notes 1,522 7.98 1,501 8.40 Total $ 50,677 5.99% $ 85,872 6.22% Maturing After Five, But After Within Ten Years Ten Years Amount Yield Amount Yield (In Thousands of Dollars) U.S. Treasury and other U.S. Government Agencies $ 2,032 7.07% $ - - % State and political subdivisions 3,275 5.33 217 4.71 Other bonds and notes 5,031 6.69 25,542 7.85 Total $ 10,338 6.33% $25,759 7.82% Loan Portfolio The following table shows the Corporation's loan distribution at the end of each of the last five years: December 31, 1995 1994 1993 1992 1991 (In Thousands of Dollars) Commercial, financial and agricultural $ 89,785 75,006 69,484 63,630 65,830 Real estate mortgages 71,870 67,912 71,345 81,431 89,401 Installment loans 101,687 94,181 82,028 74,258 72,462 Total $ 263,342 237,099 222,857 219,049 227,693 The following table shows the maturity of loans (excluding residential real estate mortgages and installment loans) outstanding as of December 31, 1995. Also provided are the amounts due after one year classified according to the sensitivity to changes in interest rates: After One Within But Within After One Year Five Years Five Years Total Commercial, financial and agricultural $ 40,564 15,259 33,962 89,785 Loans maturing after one year with: Fixed interest rates 8,426 6,618 Variable interest rates 6,833 27,344 Total $ 15,259 33,962 Nonaccrual and Past Due Loans The following table summarizes the Corporation's nonaccrual and past due loans: December 31, 1995 1994 1993 1992 1991 (In Thousands of Dollars) Nonaccrual loans (1) $ 1,120 1,201 1,605 1,321 721 Accruing loans past due 90 days or more $ 681 354 274 588 2,307 Information with respect to nonaccrual loans at December 31, 1995, 1994 and 1993 is as follows: December 31, 1995 1994 1993 (In Thousands of Dollars) Nonaccrual loans $ 1,119 1,201 1,605 Interest income that would have been recorded under original terms 200 342 429 Interest income recorded during the period 52 58 164 <FN> <F1> (1) It is the Corporation's policy that when a past due loan is referred to legal counsel, or in the case of a commercial loan which becomes 90 days delinquent, or in the case of consumer, mortgage or home equity loans not guaranteed by a government agency which become 120 days delinquent, the loan is placed in nonaccrual and previously accrued interest is reversed unless, because of collateral or other circumstances, it is deemed to be collectible. Loans may also be placed in nonaccrual if management believes such classification is warranted for other reasons. </FN> Potential Problem Loans At December 31, 1995, the Corporation has no commercial loans for which payments are presently current but the borrowers are currently experiencing severe financial difficulties. Those loans are subject to constant management attention and their classification is reviewed by the Board of Directors at least semi-annually. Loan Concentrations At December 31, 1995, the Corporation has no loan concentrations to borrowers engaged in the same or similar industries that exceed 10% of total loans. Other Interest-Bearing Assets At December 31, 1995, the Corporation has no interest-bearing assets other than loans that meet the nonaccrual, past due, restructured or potential problem loan criteria. Summary of Loan Experience This table summarizes the Corporation's loan loss experience for each year in the five-year period ended December 31, 1995: Year Ended December 31, 1995 1994 1993 1992 1991 (In Thousands of Dollars) Balance at beginning of period $ 3,600 3,500 3,400 2,800 2,500 Charge-offs: Commercial, financial and agricultural 82 282 550 61 226 Real estate mortgages 5 14 --- --- --- Installment loans 286 422 346 382 380 Home equity --- --- --- --- --- 373 718 896 443 606 Recoveries: Commercial, financial and agricultural 16 18 10 100 223 Installment loans 93 76 79 41 58 109 94 89 141 281 Net charge-offs 264 624 807 302 325 Allowance of acquired bank at time of acquisition -- 100 -- -- -- Additions charged to operations (1) 564 624 907 902 625 Balance at end of period $ 3,900 3,600 3,500 3,400 2,800 Ratio of net charge-offs during period to average loans outstanding (2) .11% .28% .36% .14% .15% <FN> <F1> (1) The amount charged to operations and the related balance in the allowance for loan losses is based upon periodic evaluations of the loan portfolio by management. These evaluations consider several factors including, but not limited to, general economic conditions, loan portfolio composition, prior loan loss experience, growth in the loan portfolio and management's estimation of future potential losses. The risk elements in the various portfolio categories are not considered to be any greater in 1995 than in prior years. The net charge-offs to average loans have averaged 0.21% over the last five years and the highest percentage in any of those years was 0.36%. <F2> (2) Daily balances were used to compute average outstanding loan balances. </FN> This table summarizes the Corporation's allocation of the loan loss reserve for each year in the five-year period ended December 31, 1995. Amount (in thousands) and Percent of Loans by Category to Total Loans December 31, Balance at end of Period Applicable to: 1995 % 1994 % 1993 % 1992 % 1991 % Domestic: $ 1,516 100.0 2,575 100.0 3,150 100.0 2,117 100.0 2,085 100.0 Commercial, financial and agricultural 1,042 33.0 2,108 31.0 2,620 30.2 1,625 28.6 1,409 28.7 Commercial mortgages 305 4.1 282 5.0 248 6.5 112 6.7 187 7.4 Residential mortgages 16 23.8 16 23.6 13 25.5 34 30.4 44 31.9 Consumer loand 153 39.3 169 40.4 270 37.8 346 34.3 446 32.1 Unallocated: 2,384 N/A 1,025 N/A 350 N/A 1,283 N/A 715 N/A Total $ 3,900 100.0 3,600 100.0 3,500 100.0 3,400 100.0 2,800 100.0 Deposits The average daily amounts of deposits and rates paid on such deposits are summarized for the periods indicated in the following table: Year Ended December 31, 1995 1994 1993 Amount Rate Amount Rate Amount Rate (In Thousands of Dollars) Noninterest-bearing demand deposits $ 78,406 ---% 66,635 ---% 60,461 ---% Interest-bearing demand deposits 43,312 1.69 43,372 1.55 42,275 1.92 Savings deposits 149,257 2.95 142,819 2.65 133,671 2.85 Time deposits 153,433 5.41 121,783 4.47 110,631 4.42 $ 424,408 374,609 347,038 Maturities of certificates of deposit $100,000 or more outstanding at December 31 are summarized as follows: Time Certificates of Deposits (In Thousands of Dollars) 3 months or less $13,503 Over 3 through 12 months 5,918 Over 12 months 2,041 There were no other time deposits of $100,000 or more. Return on Equity and Assets The following table shows consolidated operating and capital ratios of the Corporation for each of the last three years: Year Ended December 31, 1995 1994 1993 Return on average assets 1.13% 1.08% 1.13% Return on average equity 11.20 11.18 12.15 Return on beginning equity 12.25 12.13 12.66 Dividend payout ratio 36.52 38.23 36.86 Average equity to average assets ratio 10.10 9.64 9.30 Year-end equity to year-end assets ratio 10.54 9.25 9.63 Short-Term Borrowings For each of the three years in the period ended December 31, 1995, the average outstanding balance of short-term borrowings did not exceed 30% of shareholders' equity. ITEM 2. PROPERTIES The Corporation and the Bank currently conduct all their business activities from the Bank's main office, thirteen (13) branch locations situated in a four-county area, owned office space adjacent to the Bank's main office, and five (5) off-site automated teller facilities (ATMs), three (3) of which are located on leased property. The main office is a six-story structure located at One Chemung Canal Plaza, Elmira, New York, in the downtown business district. The main office consists of approximately 62,000 square feet of space entirely occupied by the Bank. The combined square footage of the thirteen (13) branch banking facilities totals approximately 46,350 square feet. The office building adjacent to the main office was acquired during 1995 and consists of approximately 18,213 square feet of which 8,202 square feet are occupied by operating departments of the Bank and 10,011 square feet are leased. The leased automated teller facility spaces total approximately 150 square feet. The Bank holds two (2) of its branch facilities (Arnot Mall Office and Bath Office) and three (3) automated teller facilities (Elmira/Corning Regional Airport, Elmira College and WalMart Store) under lease arrangements; and owns the rest of its offices including the main office and the adjacent office building. The Corporation holds no real estate in its own name. ITEM 3. LEGAL PROCEEDINGS Neither the Corporation nor its subsidiary are a party to any material pending legal proceeding required to be disclosed under this item. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS There were no matters submitted to a vote of shareholders during the fourth quarter of the fiscal year covered by this report. PART II ITEM 5. MARKET FOR THE REGISTRANTS SECURITIES AND RELATED SHAREHOLDER MATTERS The Corporation's stock is traded in the over-the-counter market. Incorporated herein by reference to portions of the Corporation's Annual Report to Shareholders for the year ended December 31, 1995, are the quarterly market price ranges for the Corporation's stock for the past three (3) years, based upon actual transactions as reported by securities brokerage firms which maintain a market or conduct trades in the Corporation's stock and other transactions known by the Corporation's management. Also incorporated herein by reference to a part of the Corporation's 1995 Annual Report are the dividends paid by the Corporation for each quarter of the last three (3) years. The number of shareholders of record on February 29, 1996 was 834. ITEM 6. SELECTED FINANCIAL DATA The Selected Financial Data Exhibit included in Management's Discussion and Analysis of Financial Condition and Results of Operations and presented in the Corporation's Annual Report to Shareholders for the year ended December 31, 1995 is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis of Financial Condition and Results of Operations presented in the Corporation's Annual Report to Shareholders for the year ended December 31, 1995 is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Independent Auditors' Report and consolidated financial statements as presented in the Corporation's Annual Report to Shareholders for the year ended December 31, 1995 are incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE REGISTRANT The information set forth under the captions "Election of Directors" and "Executive Officers" and the Section 16(a) disclosure set forth under the caption "Security Ownership of Management", as presented in the registrant's Proxy Statement, dated March 5, 1996, relating to the Annual Meeting of Shareholders to be held on April 2, 1996, is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION The information set forth under the captions "Directors Compensation"; "Directors' Personnel Committee Report on Executive Compensation"; " Comparative Return Performance Graph"; "Executive Compensation"; "Retirement Plan"; "Profit- Sharing, Savings and Investment Plan"; "Management Incentive Plan"; "Employment Contracts"; and "Other Compensation Agreements", presented in the registrant's Proxy Statement, dated March 5, 1996, relating to the Annual Meeting of Shareholders to be held on April 2, 1996, is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information set forth under the captions "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management", presented in the registrant's Proxy Statement, dated March 5, 1996, relating to the Annual Meeting of Shareholders to be held on April 2, 1996, is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information set forth under the caption "Certain Transactions", presented in the registrant's Proxy Statement, dated March 5, 1996, relating to the Annual Meeting of Shareholders to be held on April 2, 1996, is incorporated herein by reference. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) (1) List of Financial Statements and Independent Auditors' Report The following consolidated financial statements and Independent Auditors' Report of Chemung Financial Corporation and subsidiary, included in the Annual Report of the registrant to its shareholders as of December 31, 1995 and 1994, and for each of the years in the three-year period ended December 31, 1995 are incorporated by reference in Item 8: - Independent Auditors' Report - Consolidated Balance Sheets - December 31, 1995 and 1994 - Consolidated Statements of Income - Years ended December 31, 1995, 1994 and 1993 - Consolidated Statements of Shareholders' Equity - Years ended December 31, 1995, 1994 and 1993 - Consolidated Statements of Cash Flows - Years ended December 31, 1995, 1994 and 1993 - Notes to Consolidated Financial Statements - December 31, 1995 and 1994 (2) List of Financial Schedules Schedules to the consolidated financial statements required by Article 9 of Regulation S-X are not required under the related instructions or are inapplicable, and therefore have been omitted. (3) Listing of Exhibits Exhibit (3.1) -- Certificate of Incorporation is filed as Exhibit 3.1 to Registrant's Registration Statement on Form S-14, Registration No. 2-95743, and is incorporated herein by reference. -- Certificate of Amendment to the Certificate of Incorporation, filed with the Secretary of State of New York on April 1, 1988, is incorporated herein by reference to Exhibit A of the Registrant's Form 10-K for the year ended December 31, 1988, File No. 0-13888. (3.2) -- Bylaws of the Registrant, as amended September 13, 1995, are incorporated herein by reference to Exhibit A of the Registrant's Form 10-Q for the period ended September 30, 1995, File No. 0-13888. Exhibit (13) -- Annual Report to Shareholders for the year ended December 31, 1995. -- Table of Quarterly Market Price Ranges. EXHIBIT A -- Table of Dividends Paid. EXHIBIT B -- Management's Discussion and Analysis of EXHIBIT C Financial Condition and Results of Operations including the Selected Financial Data Exhibit. -- Consolidated Financial Statements and EXHIBIT D Independent Auditors' Report. Exhibit (21) -- Subsidiaries of the registrant. EXHIBIT E Exhibit (22) -- Registrant's Notice of Annual Meeting, EXHIBIT F Proxy Statement dated March 5, 1996, and Proxy Form Exhibit (27) -- Financial Disclosure Schedule (EDGAR version only) (b) Reports on Form 8-K There were no reports filed on Form 8-K during the three months ended December 31, 1995. (c) Exhibits The response to this portion of Item 14 is submitted as a separate section of this report. (d) Financial Statement Schedules None ANNUAL REPORT ON FORM 10-K ITEM 14(c) CERTAIN EXHIBITS YEAR ENDED DECEMBER 31, 1995 CHEMUNG FINANCIAL CORPORATION ELMIRA, NEW YORK ____________________________________ EXHIBIT LISTING EXHIBIT EXHIBIT 13 Annual Report To Shareholders For The Year Ended December 31, 1995 A - Table of Quarterly Market Price Ranges B - Table of Dividends Paid C - Management's Discussion and Analysis of Financial Condition and Results of Operations Including the Selected Financial Data Exhibit D - Consolidated Financial Statements and Independent Auditors' Report EXHIBIT 21 E - Subsidiaries of the Registrant EXHIBIT 22 F - Notice of Annual Meeting, Proxy Statement dated March 5, 1996, and Proxy Form Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CHEMUNG FINANCIAL CORPORATION DATED: MARCH 13, 1996 By "signature" John W. Bennett Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been executed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date "signature" Director 3/13/96 Robert E. Agan "signature" Director, Chairman & 3/13/96 John W. Bennett Chief Executive Officer Director Donald L. Brooks, Jr. "signature" Director 3/13/96 David J. Dalrymple "signature" Director 3/13/96 Robert H. Dalrymple "signature" Director 3/13/96 Richard H. Evans "signature" Director 3/13/96 Natalie B. Kuenkler "signature" Director 3/13/96 Edward B. Hoffman "signature" Director 3/13/96 Stephen M. Lounsberry III Signature Title Date Director Boyd McDowell II "signature" Director 3/13/96 Thomas K. Meier "signature" Director 3/13/96 Ralph H. Meyer Director John F. Potter "signature" Director 3/13/96 Samuel J. Semel "signature" Director 3/13/96 Charles M. Streeter, Jr. "signature" Director 3/13/96 Richard W. Swan "signature" Director 3/13/96 William A. Tryon Director William C. Ughetta "signature" Director, President & 3/13/96 Jan P. Updegraff Chief Operating Officer "signature" Director 3/13/96 Nelson Mooers van den Blink "signature" Treasurer and Principal 3/13/96 Accounting Officer Attest "signature" Secretary 3/13/96 Jerome F. Denton