Circular
Elections of Class B Director
October 15, 1996
Circular No. 10881

For Unexpired Portion of Term Ending December 31, 1996
For Term of Office Ending December 31, 1999
(By Group 3 member banks classified as having, on September 11, 1996, capital and surplus of less than $30 million)

To the Member Banks of the Second Federal Reserve District:

In accordance with section 4 of the Federal Reserve Act, as amended, and Circular No. 10872, dated September 11, 1996 -- on the nomination of a Class B director for (a) the unexpired portion of the term of office ending December 31, 1996 and (b) the three-year term ending December 31, 1999 -- there is shown on the following page the name of the candidate nominated for such terms, and by whom nominated.

To each member bank classified in Group 3 on September 11, 1996, the following are being sent with this circular:

  1. Ballots for use in voting for the candidate for class B director in each election (blue for the term ending December 31, 1996; white for the term ending December 31, 1999).
  2. Pink ballot envelope in which the ballots are to be sealed.
  3. Certificate envelope bearing on its face the certificate in regard to the votes.
  4. Addressed envelope in which all of the foregoing should be returned.

The ballots and the certificate on the certificate envelope must be executed by an officer who has been authorized to cast the vote. A list of the officers designated for this purpose by the member banks in Group 3 was contained in the above-mentioned circular dated September 11, 1996, and a similar list revised to date is contained herein. In order that the ballots may be secret, the name of the bank and the name and title of the voting officer should not be written on the ballots, but should be written only on the certificate envelope.

  1. Both ballots should be marked.
  2. The marked ballots should be placed in the pink ballot envelope and that envelope sealed.
  3. Then the sealed pink ballot envelope should be placed within the certificate envelope, and the certificate envelope should be sealed and the certificate thereon executed.
  4. Then the certificate envelope containing the sealed pink ballot envelope should be returned in the enclosed addressed envelope.

The law provides that the ballots shall be cast within 15 days after receipt of the list of candidates transmitted herewith. The polls will open at 10 a.m., October 16, 1996, and will close at 12 noon on Thursday, October 31, 1996, and in order to be counted as valid the ballots must be received at or before the latter time. Upon the closing of the polls the ballot box will be opened in the board room of this Bank, the sealed envelopes containing the ballots will be opened, the votes counted and checked by tellers, and the results of the elections announced. The candidate may, if she so desires, be present or represented on this occasion.

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

Candidate for Class B Director

ANN M. FUDGE
President, Maxwell House Coffee Company
White Plains, New York

Ann M. Fudge was born in Washington, D.C. on April 23, 1951. She received a B.A. degree from Simmons College in 1973 and an M.B.A degree from the Harvard University Graduate School of Business in 1977.

Ms. Fudge began her career with General Mills, Inc., advancing to the position of marketing director. She joined General Foods Corporation (which later merged into Kraft Foods, Inc.) in 1986 as associate director of Strategic Planning. A year later, she moved to the Beverage division as marketing director. She was appointed vice president in 1989, and was named an executive vice president of General Foods USA in 1991. Ms. Fudge was named to her present positions -- as executive vice president of Kraft Foods, Inc. and as president of Maxwell House Coffee -- in February 1994.

Among her affiliations, Ms. Fudge is a trustee of the American Graduate School of International Management; a director of AlliedSignal Inc., Liz Claiborne, Inc. and Catalyst; a member of The Committee of 200 and the New York Women's Forum; and president of the Executive Leadership Council. She has received a leadership award from the Minneapolis YWCA and the New York City YWCA; a Candace Award from the National Coalition of 100 Black Women; and an Achievement Award from the Corporate Women's Network. Ms. Fudge has been named one of the top 50 women executives by Executive Female magazine and 1995 Advertising Woman of The Year by the Advertising Women of New York.

Nominated by the following member banks in Group 3

                                NEW JERSEY

     Place              Name of Bank or Trust Company
     Union              The Union Center National Bank


                                NEW YORK

     Place              Name of Bank or Trust Company
     Ballston Spa       Ballston Spa National Bank
     Kinderhook         The National Union Bank of Kinderhook
     New York City      BPD International Bank
     New York City      Excel Bank, National Association
     Saratoga Springs   The Adirondack Trust Company

Elections of Class B Director

  1. For Unexpired Portion of Term Ending December 31, 1996
  2. 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 
                                                        or Cashier
Newark          City National Bank of New Jersey        Chairman of the Board, President, 
                                                        or Cashier
Newark          Security National Bank & Trust          Chairman of the Board, President,
                Company of New Jersey                   any Vice President, or Cashier
Phillipsburg    The Philippsburg National Bank          President, or any Vice President
                and Trust Company                       
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       President, any
                Trust Company                           Vice President, or Cashier
Canisteo        First State Bank, Canisteo N.Y.         President, any Vice President,
                                                        Treasurer, or Secretary
Carmel          The Putnam County National              President, any Vice President,
                Bank of Carmel                          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                 President, any Senior Vice President, or
                                                        Cashier
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           President, any Vice President,
                Trust Company                            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              President, any Vice President,
                Jeffersonville                          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         Chairman of the Board, President,
                of Oneida                                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           President, any Vice President,
                Pine Plains                             or Cashier

Poughkeepsie    First National Bank of the              President, any Vice President,
                Hudson Valley                           or Cashier
Riverhead       The Suffolk County National             President, any Vice
                Bank of Riverhead                       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            President, any Vice
                  Trust Company                         President, or Cashier
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               President, any Vice
                County, Walton                          President, or Cashier
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        President, any Vice President, or
                                                        Cashier
                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             President, any Vice President,
                Company, N.A.                           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