Election of Class B Director

(By member banks classified in Group 2 on January 26, 1998, that is,
member banks with capital and surplus of $30 million to $1 billion,
inclusive, on that date)

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. 11021, dated January 26, 1998, on the nomination of a class B director of this Bank for the unexpired portion of the term ending December 31, 1998, there is shown on page 3 the name of the candidate nominated for such office, and by whom nominated.

To each member bank classified in Group 2 on January 26, 1998, the following are being sent with this circular:

1. Ballot for use in voting for candidate for class B director.
2. Pink ballot envelope in which the ballot is to be sealed.
3. Certificate envelope bearing on its face the certificate in regard to the vote.
4. Addressed envelope in which all of the foregoing should be returned to me.

The ballot 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 2 was contained in the above-mentioned circular dated January 26, 1998, and a similar list revised to date is contained herein. In order that the ballot may be secret, the name of the bank and the name and title of the voting officer should not be written on the ballot, but should be written only on the certificate envelope.

1. The ballot should be marked.
2. The marked ballot 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 to me in the enclosed addressed envelope.

The law provides that the ballot shall be cast within 15 days after receipt of the list of candidates transmitted herewith. The polls will open at 10 a.m., February 25, 1998, and will close at 12 noon on Thursday, March 12, 1998, and in order to be counted as valid the ballot must be received at or before the latter time. Upon the closing of the polls the ballot box will be opened, the votes counted and checked by tellers, and the result of the election announced. The candidate may, if she so desires, be present or represented on this occasion.

Because banks in Groups 1 and 3 will not vote in this election, this circular is sent to them without forms and for their information only.

Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045

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RONAY MENSCHEL was born in Washington, D.C. on May 19, 1942. She received an A.B. degree from Cornell University in 1964.

Ms. Menschel is President of Phipps Houses and its subsidiary, Phipps Houses Services, Inc., a role she assumed in April 1993. She has been Chair of Phipps Community Development Corporation, an affiliate of Phipps Houses, since 1988. The Phipps Houses Group of companies owns and manages 3,670 apartments for homeless, low- and moderate-income New Yorkers and manages an additional 5,000 apartments for other nonprofit organizations, including major hospitals. The Phipps Houses mission is to create and sustain enduring communities through housing development, attentive property management, and residential- and community-based human services.

Prior to joining Phipps Houses, Ms. Menschel served as a Deputy Mayor, and subsequently as Executive Administrator, of New York City from 1978 to 1982. From 1979 to 1990, she served on the Board of the Metropolitan Transportation Authority, specializing in consumer issues and the transit system's station environment. From 1984 to 1989, she was Chair of the New York City Advisory Commission for Cultural Affairs. She headed the New York City Public Schools Chancellor's Advisory Council on Arts Education in 1991-92. She was a founder of Arts Partners, which provides arts resources and programs to public schools.

Currently, Ms. Menschel is a Vice Chairman of Cornell's Board of Trustees, serves on its Executive Committee, and chairs its Academic Affairs and Campus Life Committee. She is a director of the Municipal Art Society, Citizens Housing and Planning Council, the Museum of the City of New York, and the Alliance for the Arts. She is also a member of the Dean's Advisory Group of the Harvard Graduate School of Education and the Visiting Committee of Harvard College.

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Nominated by the following member banks in Group 2

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NEW JERSEY

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Place Name of Bank or Trust Company Hackensack Summit Bank Old Bridge Amboy National Bank Passaic Valley National Bank

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NEW YORK

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Uniondale European American Bank

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Election of Directors

For Unexpired Portion of Term Ending December 31, 1998

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List of the 18 Member Banks in Group 2

(Group 2 consists of member banks with capital and surplus
of $30 million to $1 billion, inclusive, as of January 26, 1998.)

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NEW JERSEY

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Place Name of Bank or Trust Company Officers Authorized to Cast Vote Hackensack Summit Bank Chairman or Vice Chairman of the Board, or any Vice President Jersey City Waterhouse National Bank Lebanon Township United National Bank President, any Vice President, or Cashier Old Bridge Amboy National Bank President, any Vice President, or Cashier Passaic Valley National Bank President, any Vice President, or Cashier

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NEW YORK

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Place Name of Bank or Trust Company Officers Authorized to Cast Vote Buffalo Manufacturers and Traders Trust Company Chief Executive Officer, any Vice President, or Secretary Canton Community Bank, National Association President, any Vice President, or Secretary New York City (See below) Norwich NBT Bank, National Association Chairman of the Board of Directors, President, any Vice President, or Cashier Oakfield M & T Bank, National Association Schenectady Trustco Bank, National Association President, Senior Vice President, or any Vice President Uniondale European American Bank Chairman of the Board, President, any Vice Chairman, or any Executive Vice President

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NEW YORK CITY

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Place Name of Bank or Trust Company Officers Authorized to Cast Vote Manhattan Arab American Bank President and Chief Executive Officer First Trust of New York, National Association IBJ Schroder Bank & Trust Company President, Executive Vice President, or Secretary Safra National Bank of New York President, Executive Vice President, any Vice President, or Secretary Sterling National Bank President, any Vice President, or Cashier United States Trust Company of New York President, or any Vice President

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PUERTO RICO

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Place Name of Bank or Trust Company Officers Authorized to Cast Vote Hato Rey Banco Popular de Puerto Rico Chief Executive Officer, President, any Vice President, or Cashier