Circular

NOMINATIONS OF CLASS B DIRECTOR

September 11, 1996
Circular No. 10872

--For Unexpired Portion of Term Ending December 31, 1996
--For Term of Office Ending December 31, 1999

To the Member Banks of the Second Federal Reserve District:

A special election will be held under the provisions of section 4 of the Federal Reserve Act, as amended, to fill the vacancy in the office of class B director of this Bank for the unexpired portion of the term ending December 31, 1996, from which Sandra Feldman, President of the United Federation of Teachers, New York, N.Y., has resigned. At the same time, an election for the following three-year term of that office, ending December 31, 1999, will be held, also under those statutory provisions.

Ms. Feldman was elected by member banks in Group 3 and her successor(s) will be chosen by this group. Member banks in Groups 1 and 2 will not participate in these elections.

The classification of member banks for the purposes of nomination and election of class A and class B directors of the Federal Reserve Bank of New York is as follows:

Group 1 consists of banks with capital and surplus of more than $1 billion;

Group 2, of banks with capital and surplus of $30 million to $1 billion, inclusive; and

Group 3, of banks with capital and surplus of less than $30 million.

For purposes of these elections, a member bank's classification will be determined by its capital and surplus as of the date of this circular, even though its capital and surplus may change before the polls close. The list of banks comprising Group 3 begins on page 3.

Except in the case of any member banks that are subsidiaries of the same bank holding company,¹ each member bank in Group 3 will be permitted, in both the special and regular elections, to nominate a candidate for class B director.² The nominations should be made by resolutions of the boards of directors of the nominating banks (or by resolutions of the banks' executive committees, if such committees are empowered to take such action), and certified copies of such resolutions should be sent so as to reach this Bank on or before 3 p.m. on Thursday, October 10, 1996. The enclosed printed forms show the appropriate form of resolution; one executed copy of each form should be returned to this Bank in the envelope provided for that purpose.

On October 15, 1996, copies of the list of candidates in each election (indicating by whom nominated) and preferential ballots will be mailed to the banks in Group 3. The law provides that the ballots shall be cast within 15 days after receipt of the list. The polls in each election will open at 10 a.m., October 16, 1996, and will close at 12 noon on Thursday, October 31, 1996. Upon the closing of the polls, the ballot box will be opened in the board room of this Bank, the votes counted and checked by tellers, and the results of the elections announced. The candidates may, if they so desire, be present or represented on that occasion.

In order to be counted as valid, the ballots must be executed by an officer authorized to cast the vote and must be received by this Bank at or before the time thus fixed for the closing of the polls (i.e., at or before 12 noon on Thursday, October 31, 1996). The officers heretofore designated for this purpose by each bank in Group 3 are shown on the list beginning on page 3. Any Group 3 bank that desires to change its authorization should do so by resolution of its board of directors; a certified copy of such resolution must reach this Bank before the polls close. A form for this purpose is enclosed.

Because banks in Groups 1 and 2 will not participate in this election, this circular is sent to them without forms and for their information only.


¹Section 4 of the Federal Reserve Act, as amended, reads in part as follows:

. . .That whenever any member banks within the same Federal Reserve district are subsidiaries of the same bank holding company within the meaning of the Bank Holding Company Act of 1956, participation in any such nomination or election by such member banks, including such bank holding company if it is also a member bank, shall be confined to one of such banks, which may be designated for the purpose by such holding company.

Pursuant to the foregoing provision, a nomination by any bank that is a subsidiary of a bank holding company having other subsidiaries in the same voting group cannot be accepted unless there is on file with this Bank evidence that such bank has been so designated.

²Section 4 of the Federal Reserve Act, as amended, reads in part as follows:

"Class B shall consist of three members, who shall represent the public and shall be elected without discrimination on the basis of race, creed, color, sex, or national origin, and with due but not exclusive consideration to the interests of agriculture, commerce, industry, services, labor, and consumers....No director of class B shall be an officer, director, or employee of any bank."

"No Senator or Representative in Congress shall be a member of the Board of Governors of the Federal Reserve System or an officer or director of a Federal reserve bank."

[The Board of Governors of the Federal Reserve System has expressed the opinion that it is inappropriate, as a general rule, for directors of Federal Reserve Banks to hold partisan political or public office in the service of the United States, or of any State, Territory, county, district, political subdivision, or municipality thereof, to act as members of political party committees, or to serve as officers or directors of political action committees or as members of the governing bodies of such committees. The System's policy is to avoid any situations that might give the appearance of associating the Reserve Banks with political activities.]

Elections of Class B Director

(a) For Unexpired Portion of Term Ending December 31, 1996
(b) For Term of Office Ending December 31, 1999

List of the 91 Member Banks in Group 3

(Group 3 consists of member banks with capital and surplus of less than $30,000,000, on September 11, 1996.)


CONNECTICUT
Place           Name of Bank or Trust Company                           Officers Authorized to Cast Vote
Stamford           Patriot National Bank


NEW JERSEY

Branchville        The National Bank of Sussex County                           President, any Vice President, or Cashier
Gladstone          Peapack-Gladstone Bank                                       President, any Vice President, or Cashier
Hope               The First National Bank of Hope                              President, any Vice President, or Cashier 
Maywood Community  Bank of Bergen County, N.J.                                  President, any Vice President, or Cashier 
Newark             Broad National Bank                                          President, any Vice President, Cashier, or Assistant Cashier
Newark City        National Bank of New Jersey                                  Chairman of the Board, President, or Cashier
Newark             Security National Bank & Trust Company of New Jersey         Chairman of the Board, President, any Vice
                                                                                President, or Cashier
Phillipsburg       The Philippsburg National Bank and Trust Company             President, or any Vice President
Saddle Brook       Interchange State Bank Union
                   The Union Center National Bank                               President, any Vice President,
                                                                                or Cashier



NEW YORK
Alden              Alden State Bank                                             President, any Vice President,
                                                                                or Cashier
Alexandria Bay     The Redwood National Bank
Angola             The Evans National Bank of Angola                            President, any Vice President, or Cashier
Avoca              Bank of Avoca President,                                     any Vice President, or Cashier
Ballston Spa       Ballston Spa National Bank                                   President, any Vice President, or Cashier
Bath               Bath National Bank                                           President, any Vice President, or Cashier 
Bridgehampton      The Bridgehampton National Bank                              President, any Vice President, or Cashier 
Canajoharie        Central National Bank, Canajoharie                           President, any Vice President, or Cashier 
Canandaigua        The Canandaigua National Bank and Trust Company              President, any Vice President, or Cashier
Canisteo           First State Bank, Canisteo N.Y.                              President, any Vice President, Treasurer, or Secretary
Carmel             The Putnam County National Bank of Carmel                    President, any Vice President, or Cashier
Cattaraugus        Bank of Cattaraugus                                          President, any Vice President, or Cashier
Clifton Springs    Ontario National Bank                                        President, any Vice President, or Cashier
Cortland           First National Bank of Cortland                              Chairman of the Board, President, any Vice President
                                                                                or Cashier
Coxsackie          The National Bank of Coxsackie                               President, Executive Vice President, any Vice President 
                                                                                or Cashier
Delhi              The Delaware National Bank of Delhi                          President, any Vice President, or Cashier
Dryden             The First National Bank of Dryden                            President, any Vice President, or Cashier
Elizabethtown      Champlain National Bank
Ellenville         Ellenville National Bank                                     President, any Vice President, or Cashier
Elmira Chemung     Canal Trust Company                                          President 
Florida            The National Bank of Florida                                         President, any Vice President, or Cashier 
Geneva             The National Bank of Geneva                                  President, any Vice President, or Cashier 
Glen Head          The First National Bank of Long Island                       President, any Vice President, or Cashier 
Glens              Falls Evergreen Bank, National Association
Glens Falls        Glens Falls National Bank and Trust Company                  President, any Vice President, or Cashier 
Gloversville City  National Bank and Trust Company                              President, any Vice President, or Cashier 
Groton             The First National Bank of Groton                            President, any Vice President, or Cashier
Hammond            The Citizens National Bank of Hammond                        President, any Vice President, or Cashier
Jeffersonville     The First National Bank of Jeffersonville                    President, any Vice President, or Cashier 
Kinderhook         The National Union Bank of Kinderhook                                President, any Vice President, or Cashier
Lisbon             The First National Bank of Lisbon                            President, any Vice President, or Cashier 
Lyons              The Lyons National Bank                                      President, any Vice President, or Cashier
Mahopac            The Mahopac National Bank                                    Chairman of the Board, President, any Vice President 
                                                                                or Cashier
Malone             The Citizens National Bank of Malone                                 President, any Vice President, or Cashier 
Middletown         Orange County Trust Company                                  President, any Vice President, or Secretary
Millbrook          Bank of Millbrook                                            President, any Vice President, or Cashier
Norfolk            The First National Bank of Northern New York
North Tarrytown    Sleepy Hollow National Bank                                  President, or Cashier
Oneida             The Oneida Valley National Bank of Oneida                    Chairman of the Board, President, any Vice President
                                                                                or Cashier
Oneonta            Wilber National Bank                                                 Vice Chairman & CEO, President, any Vice President 
                                                                                or Cashier
Pine Plains        The Stissing National Bank of Pine Plains                    President, any Vice President, or Cashier 
Poughkeepsie       First National Bank of the Hudson Valley                     President, any Vice President, or Cashier
Riverhead          The Suffolk County National Bank of Riverhead                President, any Vice President, or Cashier
Rochester          First National Bank of Rochester                             President, any Vice President, or Cashier 
Salamanca          First Tier Bank & Trust                                      President, any Vice President, or Cashier
Saranac            Lake Adirondack Bank, National Association
Saratoga Springs   The Adirondack Trust Company                                 President, any Vice President, or Cashier
Saratoga Springs   Saratoga National Bank and Trust Company
Savannah           Savannah Bank, N.A.
Scotia             First National Bank of Scotia                                        President, any Vice President, or Cashier
Smithtown          Bank of Smithtown                                            President, any Vice President, or Cashier
Solvay             Solvay Bank                                                  President, any Vice President, or Cashier 
Spencer            Tioga State Bank                                             President, any Vice President, Cashier, or Treasurer 
Stamford           The National Bank of Stamford                                President, any Vice President, Comptroller, or Cashier 
Tupper Lake        The Tupper Lake National                                     Bank President, any Vice President, or Cashier 
Union Springs      Cayuga Lake National Bank                                    President, any Vice President, or Cashier
Vernon             The National Bank of Vernon                                  President, any Vice President, or Cashier 
Walton National    Bank of Delaware County, Walton                              President, any Vice President, or Cashier


New York City

Bronx              New York National Bank                                       Chairman of the Board, President, Senior Vice President, 
                                                                                any Vice President, or Cashier
Manhattan          Bank of Bermuda (New York) Limited
                   Barclays Bank of New York, National Association
                   Bessemer Trust Company, N.A.                                 President, any Senior Vice President, any Vice President, 
                                                                                or Secretary
                   BPD International Bank                                       Chairman of the Board or President
                   Broadway National Bank
                   Delta National Bank and Trust Company of New York
                   The Depository Trust Company                                 Chairman of the Board
                   Eastbank, National Association
                   Excel Bank, National Association
                   Gotham Bank of New York
                   Mellon Securities Trust Company
                   The Merchants Bank of New York                               President, any Vice President, Cashier, or Assistant Cashier
                   Northern Trust Company of New York
                   The Park Avenue Bank, National Association 
                   Participants Trust Company
                   State Street Bank and Trust Company, N.A.                    President, any Vice President, or Cashier
                   United Missouri Trust Company of New York
Queens             Marathon National Bank of New York
                   Asia Bank, N.A.                                              Chairman of the Board, President, any Vice President or Cashier
                   Great Eastern
                   Bank National Bank of New York City                          President, any Vice President, or Cashier

John C. Whitehead
Chairman of the Board