UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarterly period ended September 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-13888
CHEMUNG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
New York 16-1237038
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
One Chemung Canal Plaza, Elmira, NY 14902
(Address of principal executive offices) (Zip Code)
(607) 737-3711
(Registrant's telephone number, including area code)
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 XX NO
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of September 30, 1996:
Common Stock, $5 par value -- outstanding 2,078,714 shares
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Income 2
Condensed Consolidated Statements of Cash Flow 3
Notes to Condensed Consolidated Financial
Statements 4
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
PART II. OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K 11
All other items required by Part II are either inapplicable or
would require an answer which is negative.
SIGNATURES 12
PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
Sept. 30 Dec 31
1996 1995
ASSETS
Cash and due from Banks $27,544,294 $27,293,592
Int.-bearing deposits with other financial inst. 97,669 90,206
Federal Funds Sold 0 10,000,000
Securities Held to Maturity, fair value of 10,175,788 7,582,044
$10,175,388 in 1996 and $7,581,519 in 1995
Securities Available for Sale, at fair value 177,270,716 171,882,062
Loans 281,542,834 263,001,304
Less: Allowance for Loan Losses 3,903,263 3,900,000
Loans, Net 277,639,571 259,101,304
Bank Premises and Equipment, Net 9,918,031 10,290,702
Goodwill and deposit base Intangible,
net of accumulated amortization 7,549,760 7,990,237
Other Assets 7,804,044 7,662,639
Total Assets $517,999,873 $501,892,786
LIABILITIES
Deposits: Non-interest Bearing $ 81,057,398 $ 83,591,381
Interest Bearing 359,094,851 343,287,511
Total Deposits 440,152,249 426,878,892
Securities sold under Agreement to Repurchase 15,368,228 13,381,581
Other Liabilities 8,222,921 8,733,415
Total Liabilities 463,743,398 448,993,888
SHAREHOLDERS' EQUITY
Common Stock, $5.00 par value per share; authorized 10,750,335 10,750,335
3,000,000 shares, issued: 2,150,067
Surplus 10,101,804 10,068,563
Retained Earnings 32,716,613 29,930,969
Treasury Stock, at cost (1996 - 71,353 shares;
1995 - 68,218 shares) (1,707,368) (1,579,298)
Net unrealized gain (loss) on securities
Available for Sale, net of taxes 2,395,091 3,728,329
Total Shareholders' Equity 54,256,475 52,898,898
Total Liabilities & Shareholders' Equity $517,999,873 $501,892,786
See Accompanying Notes to Condensed Consolidated Financial Statements
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
9 Months Ended 3 Months Ended
Sept. 30 Sept. 30
INTEREST INCOME 1996 1995 1996 1995
Interest and Fees on Loans $18,796,661 $17,719,662 $6,452,152 $6,217,199
Interest and Dividends on
Investment Securities 8,596,723 8,653,265 2,938,790 2,677,753
Interest on Federal Funds Sold 267,333 365,522 46,872 127,640
Income Interest Bearing Deposits 155,284 196,103 9,170 105,919
Total Interest Income 27,816,001 26,934,552 9,456,984 9,128,511
INTEREST EXPENSE
Deposits 10,690,446 10,048,925 3,608,759 3,379,996
Securities Sold Under Agreements
to Repurchase and Funds Borrowed 418,417 571,433 181,041 152,672
Total Interest Expense 11,108,863 10,620,358 3,789,800 3,532,668
Net Interest Income 16,707,138 16,314,194 5,667,184 5,595,843
Provision for Loan Losses 450,000 600,000 150,000 200,000
Net Interest Income after
Provision for Loan Losses 16,257,138 15,714,194 5,517,184 5,395,843
Realized Gains-Sec. Tran.,Net 539,967 334,010 155,815 8,856
Other Operating Income 4,708,683 4,440,960 1,577,963 1,517,903
Total Operating Income 21,505,788 20,489,164 7,250,962 6,922,602
Other Operating Expenses 14,719,776 14,468,081 4,877,977 4,887,858
Income before Taxes 6,786,012 6,021,083 2,372,985 2,034,744
Income Taxes 2,377,365 2,031,302 849,165 703,586
Net Income $4,408,647 $3,989,781 $1,523,820 $1,331,158
Net Income per Share $2.12 $1.91 $0.73 $0.64
See Accompanying Notes to Condensed Consolidated Financial Statements
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Nine Months Ended
September 30
1996 1995
OPERATING ACTIVITIES
Net Income $4,408,647 $3,989,781
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Amortization of Goodwill and Deposit Base Intangible 440,477 440,477
Provision for Loan Losses 450,000 600,000
Provision for Depreciation and Amortization 1,093,395 832,259
Amortization for Securities, Net 243,307 (367,058)
(Gain) Loss on Security Sales, Net (539,967) (334,010)
(Increase) Decrease in Other Assets (141,406) 668,470
Increase (Decrease) Other Liabilities (572,071) 2,569,822
Net Cash Provided by Operating Activities 5,382,382 8,399,742
INVESTING ACTIVITIES
Proceeds from Maturities of Securities - AFS 39,478,826 71,524,712
Proceeds from Maturities of Securities -HTM 4,897,837 6,367,463
Proceeds from Sales of Securities - AFS 37,401,588 5,953,782
Purchases of Securities - AFS (83,305,749) (41,886,855)
Purchases of Securities - HTM (7,491,479) (8,940,058)
Purchases of Bank Premises and Equipment, Net (720,723) (2,222,219)
Loan Originations, Net of Repayments
and Other Reductions (21,920,759) (19,806,286)
Proceeds from Sale of Student Loans 2,932,492 2,594,949
Net Cash Used by Investing Activities (28,727,967) 13,585,488
FINANCING ACTIVITIES
Net Increase (Decrease) in Demand Deposits, NOW,
Savings and Insured Money Market Accounts (7,742,298) (14,604,404)
Net Increase (Decrease) in Certificates of Deposit
and Individual Retirement Accounts 21,015,655 7,499,091
Net Increase (Decrease) in Short term Borrowings 1,986,647 1,774,274
Sale of Treasury Shares 202,020 0
Purchase of Treasury Shares (296,849) (178,250)
Cash Dividends Paid (1,561,425) (1,459,458)
Net Cash Provided by Financing Activities 13,603,750 (6,968,747)
Net Increase (Decrease) in Cash and Cash Equivalents (9,741,835) 15,016,483
Cash and Cash Equivalents at Beginning of Year 37,383,798 32,380,592
Cash and Cash Equivalents at End of Period $27,641,963 $47,397,075
See Accompanying Notes to Condensed Consolidated Financial Statements
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. Summary of Significant Accounting Policies
Basis of Presentation
Chemung Financial Corporation (the Company) operates as a bank holding
company. Its only subsidiary is Chemung Canal Trust Company (the Bank).
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiary, the Bank. All material intercompany
accounts and transactions have been eliminated in the consolidation.
2. The condensed consolidated financial statements included herein reflect
all adjustments which are, in the opinion of management, of a normal
recurring nature and necessary to present fairly the Corporation's
financial position as of September 30, 1996 and December 31, 1995, results
of operations for the three and nine month periods ended September 30,
1996 and 1995 and changes in cash flow position for the nine-month periods
ended September 30, 1996 and 1995.
3. Net income per share for the periods presented have been computed by
dividing net income by 2,080,955 (2,089,259) average shares outstanding
for the nine month periods ended September 30, 1996 and 1995, and
2,078,890 (2,086,814) average shares outstanding for the three month
periods ended September 30, 1996 and 1995, respectively.
4. Goodwill, which represents the excess of purchase price over the fair
value of identifiable assets acquired, is being amortized over 15 years on
the straight-line method. Deposit base intangible, resulting from the
Bank's purchase of deposits from the Resolution Trust Company in 1994, is
being amortized over the expected useful life of 15 years on a straight-
line basis. Amortization periods are monitored to determine if events
and circumstances require such periods to be reduced. Periodically, the
Corporation reviews its goodwill and deposit base intangible assets for
events or changes in circumstances that may indicate that the carrying
amount of the assets are not recoverable.
5. The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 122 ("SFAS No. 122") Accounting for Mortgage
Servicing Rights, an Amendment of FASB Statement No. 65. This statement
amends certain provisions of Statement 65 to eliminate the accounting
distinction between rights to service mortgage loans for others that are
acquired through loan origination activities and those acquired through
purchase transactions. The Corporation adopted SFAS No. 122 on January 1,
1996 and there was no material impact upon its financial statements.
6. The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123 ("SFAS No. 123") Accounting for Stock-Based
Compensation which encourages, but does not require, companies to use a
fair value based method of determining compensation cost for grants of
stock options under stock-based employee compensation plans. Companies
electing to continue accounting for these plans under the provisions of
Opinion 25 will be required to present pro forma disclosures of net income
and net income per share, as if a fair value based method had been
applied. The Corporation adopted SFAS No. 123 on January 1, 1996 and
there was no impact upon its financial statements as the Corporation does
not currently have a stock-based compensation plan.
7. On June 28, 1996 the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 125 ("SFAS No. 125") Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities. This statement provides accounting and reporting standards
for transfers and servicing of financial assets and extinguishment of
liabilities based on consistent application of a financial-components
approach that focuses on control. The Corporation is required to adopt
SFAS No. 125 on January 1, 1997. Adoption of SFAS No. 125 is not expected
to have a material impact on the Corporation's financial statements.
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operation
Consolidated assets at September 30, 1996 totaled $518 million, an
increase of $16.1 million (3.21%) from the beginning of the year. Gross loan
balances of $281.5 million reflect an increase of $18.5 million (7.05%) since
the beginning of the year. The growth in our loan portfolio has been spread
throughout all of our major loan sectors as follows: Total commercial
borrowings have increased by $4.4 million or 4.87% since the beginning of the
year. We have also seen strong growth in both our consumer and mortgage
portfolios with increases of $8.0 million (7.84%) and $6.1 million (8.51%)
respectively.
Total deposits at September 30, 1996 were $440.2 million, an increase of
$13.3 million (3.11%) when compared to deposits at December 31, 1995. This
increase is reflective of increases in municipal deposits as we have been
somewhat more aggressive in retaining these deposits which have provided the
primary funding source for both the aforementioned increase in our loan
portfolio as well as increases in our securities portfolio.
The Available for Sale segment of the securities portfolio was $177.3
million at September 30, 1996 compared to $171.9 million at the beginning of the
year. This increase is reflected in higher levels of U.S. Government Agency
securities and Mortgage Backed Securities which have increased $17.5 million and
$13.4 million respectively, offset primarily by a $19.8 million decline in U.S.
Treasury Notes as well as a $4.9 million decrease in Municipal bonds available
for sale. The allowance valuation relating to our Available for Sale securities
portfolio has declined $2.3 million since the beginning of the year. This
decline is associated with interest rate levels being somewhat higher than at
the end of 1995 and the fact that we have taken $540 thousand in realized gains
from the sale of Available for Sale securities during the first nine months of
1996.
Amortized cost and fair value, maturity duration, and unrealized gains and
losses for the components in each of the Available for Sale and Held to Maturity
categories of the security portfolio as of September 30, 1996 are set forth in
the following tables:
AVAILABLE FOR SALE HELD TO MATURITY
Amortized Fair Amortized Fair
Cost Value Cost Value
U.S. Treasury and other
U.S. Govt. Agencies $106,959,195 $106,455,496 $ - $ -
Mtg. Backed Securities 44,503,074 43,985,611 - -
Obligations of states and
Political subdivisions 17,585,976 17,775,938 10,170,788 10,170,788
Other bonds and notes 1,709,183 1,733,379 5,000 4,600
Corporate Stocks 2,515,874 7,320,293 - -
$173,273,002 $177,270,716 $ 10,175,788$ 10,175,388
The carrying value and weighted average yields by years to maturity for
securities available for sale as of September 30, 1996 are as follows
(excluding corporate stocks):
Maturing
Within One Year After One, Within Five
Amount Yield Amount Yield
U.S. Treasury and other
U.S. Government Agencies $ 30,071,540 5.98% $ 64,237,996 6.54%
Mortgage Backed Securities - - - -
Obligations of states and
political subdivisions 3,121,360 5.08% 13,204,658 4.84%
Other bonds and notes 1,520,915 8.52% 212,464 7.32%
Total $ 34,713,815 6.01% $ 77,655,117 6.25%
Maturing
After Five, Within Ten After Ten Years
Amount Yield Amount Yield
U.S. Treasury and other
U.S. Government Agencies $ 12,145,960 6.79% $ - -
Mortgage Backed Securities 4,366,723 6.69% 39,618,888 7.89%
Obligations of states and
political subdivisions 1,307,258 4.66% 142,662 4.71%
Other bonds and notes - - - -
Total $ 17,819,941 6.61% $ 39,761,550 7.87%
Mortgage-backed securities are expected to have shorter average lives than
their contractual maturities as shown above, because borrowers may repay
obligations with or without call or prepayment penalties.
The amortized cost and weighted average yields by years to maturity
for securities held to maturity as of September 30, 1996 are as follows:
Maturing
Within One Year After One, Within Five
Amount Yield Amount Yield
Obligations of states and
political subdivisions $ 7,546,972 3.95% $ 1,987,225 5.30%
Other bonds and notes - - 5,000 5.50%
Total $ 7,546,972 3.95% $ 1,992,225 5.30%
Maturing
After Five, Within Ten After Ten Years
Amount Yield Amount Yield
Obligations of states and
political subdivisions $ 636,591 6.98% $ - -
Other bonds and notes - - - -
Total $ 636,591 6.98% $ - -
There are no securities of a single issuer (other than securities of
the U.S. Government and its agencies) that exceed 10% of shareholders equity
at September 30, 1996 in either the Available for Sale or Held to Maturity
categories.
Gross unrealized gains and gross unrealized losses on securities
Available for Sale and Held to Maturity were as follows:
AVAILABLE FOR SALE HELD TO MATURITY
Unrealized Unrealized Unrealized Unrealized
Gains Losses Gains Losses
U.S. Treasury and other
U.S. Govt. Agencies $ 343,568 $ 847,267 $ - $ -
Mtg. Backed Securities - 517,162 - -
Obligations of states and
Political subdivisions 227,966 38,004 - -
Other bonds and notes 24,195 - - 400
Corporate Stocks 4,804,418 0 - -
$5,400,147 $1,402,433 $ - $ 400
Realized net gains on sales of securities Available for Sale for the
nine-month period ended September 30, 1996 were $539,967.
Included in the Corporate Stocks component in the above tables are 17,174
shares of Student Loan Marketing Association ("Sallie Mae") at a cost basis of
$5,499 and fair value of $1,281,610. These shares were acquired as preferred
shares (a permitted exception to the U.S. Government regulation banning bank
ownership of equity securities) in the original capitalization of the U.S.
Government Agency . Later, the shares were converted to common stock as Sallie
Mae recapitalized. Additionally, at September 30, 1996, the banking
subsidiary's equity portfolio held marketable investments in listed securities
totaling $91,463 at cost with a total fair value of $3,570,822. These shares
were acquired prior to the enactment of the Banking Act of 1933. Other
equities included in the bank portfolio are 9,964 shares of Federal Reserve Bank
and 15,325 shares of the Federal Home Loan Bank of New York valued at $498,200
and $1,532,500 respectively. Management has no current plans for selling these
investments.
Consolidated net earnings for the third quarter of 1996 were $1.524
million, an increase of $193 thousand (14.5%) as compared to the third quarter
of 1995. Net earnings per share for the quarter were $0.73 versus $0.64 for the
same period last year. The increase in quarterly earnings is primarily related
to a $121 thousand pre-tax increase in net interest income after the provision
for loan losses due to a higher level of average earning assets as well as a
$147 thousand pre-tax increase in realized gains on the sale of available for
sale securities.
Consolidated net earnings for the nine months ended September 30, 1996
were $4.409 million, an increase of $419 thousand or 10.5% over the first nine
months of 1995. Net earnings per share were $2.12 versus $1.91 last year, an
increase of $0.21 or 9.91% on 8,304 fewer average shares outstanding. Primary
factors influencing the improved earnings in 1996 include a $543 thousand
(3.46%) increase in net interest income after the provision for loan losses due
to a higher level of average earning assets, a $268 thousand (6.03%) increase in
other operating income, and a $206 thousand (61.66%) increase in realized gains
on security transactions.
On September 30, 1996 Congress passed and the President signed the Deposit
Insurance Funds Act of 1996 (DIFA) relating to the recapitalization of the
Savings Association Insurance Fund (SAIF). This legislation included a one-time
special assessment on banks having deposits insured by the SAIF. Approximately
$36 million of the Bank's deposits were subject to this assessment which
amounted to $239 thousand. This one-time change is reflected in our
consolidated reports though September 30.
As indicated on the Condensed Consolidated Statement of Cash Flows, cash
and cash equivalents have decreased $9.7 million since the beginning of the year
as opposed to an increase of $15.0 million during the first nine months of 1995.
The purchases of securities in 1996 of $90.8 million have exceeded the maturity
and sale of securities of $81.8 million by $9.0 million. The increase in these
earning assets is consistent with a focus on our return on average Tier 1
Capital. Loan originations, net of repayments and other reductions of $21.9
million have exceeded proceeds from the sale of student loans of $2.9 million by
$19.0 million. As mentioned previously we have seen consistent growth
throughout the year in all our major loan categories.
Much of the above growth has been funded by a $15.3 million increase in
deposit balances and short term borrowings. Core deposits (Demand, Now, Savings
and Insured Money Market Accounts) have decreased $7.7 million while
Certificates of Deposit and Individual Retirement Accounts have increased $21.0
million, with much of this increase coming in the form of municipal deposits.
The balance of the growth in our earning assets has been funded by a $10.0
million decrease in cash equivalents (Federal Funds Sold) since the beginning of
the year. During the nine months ended September 30, 1996, the corporation
acquired 10,415 Treasury shares at an average price of $28.50 per share and sold
7,280 Treasury shares at $27.75 per share, all of which were purchased by the
corporation's subsidiary's Profit Sharing, Savings and Investment Plan (401K).
Based upon past experience, as well as an ongoing review of the risk
inherent in our loan portfolio, management has reduced the loan loss provision
for the first nine months from $600 thousand to $450 thousand. At 151% of
non-performing loans and 1.39% of total loans, the Allowance for Loan Losses is
viewed by management as adequate relative to risk. Non-performing loans at
September 30, 1996 constituted 0.92% of total loans.
Changes in the allowance for loan losses for the nine months ended
September 30, 1996 is as follows:
September 30, 1996
Amount (000's)
Balance at beginning of period $ $ 3,900
Charge-offs:
Domestic:
Commercial, financial and agricultural 138
Commercial mortgages 0
Residential mortgages 1
Consumer loans 374 $ 513
Recoveries:
Domestic:
Commercial, financial and agricultural $ 14
Commercial mortgages 0
Residential mortgages 0
Consumer loans 52
$ 66
Net charge-offs $ 447
Additions charged to operations 450
Balance at end of period $ 3,903
Ratio of net charge-offs during the period
to average loans outstanding during the period .16%
Included in the allowance for loan losses at September 30, 1996 is
an allowance for impaired loans of $377 thousand versus $199 thousand at the
beginning of the year, $212 thousand on March 31, 1996 and $276 thousand on June
30, 1996. Management distinguishes between impaired and non-accrual loans as
follows:
Impaired Loans - A loan would be considered impaired when it is probable that
after having considered current information and events regarding the borrower's
ability to repay their obligations, the corporation will be unable to collect
all amounts due according to the contractual terms of the loan agreement.
Non-Accrual Loans - A loan is placed on non-accrual when it becomes past due and
is referred to legal counsel, or in the case of a commercial loan which becomes
90 days delinquent, or in the case of a consumer loan (not guaranteed by a
government agency) or a real estate loan which becomes 120 days delinquent
unless, because of collateral or other circumstances, it is deemed to be
collectible. When placed on non-accrual, previously accrued interest is
reversed. Loans may also be placed in non-accrual if management believes such
classification is warranted for other reasons.
At September 30, 1996, the allocation of the allowance for loan
losses is as follows:
Reported Period
September 30, 1996
Balance at end of period
applicable to:
Percent of Loans in each
Amount Category to Total Loans
Domestic:
Commercial, financial
and agricultural 1,326,881 33.23%
Commercial mortgages 298,201 3.40%
Residential mortgages 20,712 24.27%
Consumer loans 129,489 39.10%
Unallocated: 2,127,980 N/A
Total $3,903,263 100.00%
For the periods ended September 30, 1996 and December 31, 1995, the
following table summarized the Corporation's non-accrual and past due loans:
Amounts (000's)
September 30, 1996 December 31, 1995
Non-accrual loans $1,587 $1,119
Accruing loans past due $1,004 $ 681
90 days or more
At September 30, 1996, the Corporation has no commercial loans for
which payments are presently current but the borrowers are currently
experiencing severe financial difficulties. At September 30, 1996, no loan
concentrations to borrowers engaged in the same or similar industries exceeded
10% of total loans and the Corporation has no interest-bearing assets other than
loans that meet the non-accrual, past due, restructured or potential problem
loan criteria.
On September 30, 1996, the Corporations's consolidated leverage
ratio was 8.72%. The Tier I and Total Risk Adjusted Capital ratios were 15.38%
and 16.63%, respectively.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Applicable Exhibits
(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 to February 14, 1996 are
incorporated herein by reference to Exhibit A of the registrant's
Form 10-Q for the quarter ended March 31, 1996, File No. 0-13888.
(27) Financial Data Schedule (EDGAR version only)
(b) Reports on Form 8-K
During the quarter ended September 30, 1996, no reports on Form
8-K or amendments to any previously-filed Form 8-K were filed by
the registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned there to duly authorized.
CHEMUNG FINANCIAL CORPORATION
DATE: November 5, 1996 /s/ John W. Bennett
John W. Bennett
Chairman & CEO
DATE: November 5, 1996 /s/ John R. Battersby
John R. Battersby
Treasurer