Circular
Nomination of Class A Director for Term of Office Ending December 31, 1999
November 8, 1996
Circular No. 10889

To the Member Banks of the Second Federal Reserve District:

An election of a class A director of this Bank will be held under the provisions of section 4 of the Federal Reserve Act, as amended, to choose a successor to serve for a three-year term, to J. William Johnson, Chairman and Chief Executive Officer, The First National Bank of Long Island, Glen Head, N.Y., whose term as a class A director will expire December 31, 1996.

Mr. Johnson was elected by member banks in Group 3 and his successor will be chosen by this group. Member banks in Groups 1 and 2 will not participate in this election.

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 this election, a member bank's classification will be determined by its cap-ital 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 to nominate one candidate for class A 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 Monday, December 9, 1996. The enclosed printed form shows the appropriate form of resolution; one executed copy of the form should be returned to this Bank in the envelope provided for that purpose.

On December 11, 1996, copies of the list of candidates (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 will open at 10 a.m., December 12, 1996, and will close at 12 noon on Friday, December 27, 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 result of the election announced. The candidates may, if they so desire, be present or represented on that occasion.

In order to be counted as valid, the ballot 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 Friday, December 27, 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.

Election of Class A Director

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 November 8, 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          Chairman of the Board, President, any Vice President, 
                Company of New Jersey                   or Cashier
Phillipsburg    The Philippsburg National Bank          President, or
                and Trust Company                       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           President, any
                and 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
                Bank of Carmel                          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                 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
                Trust Company                           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              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

New York City

Norfolk         The First National Bank of Northern New York           
North Tarrytown Sleepy Hollow National Bank             President, any Vice President,
                                                        or Cashier
Oneida          The Oneida Valley National Bank         Chairman of the
                of Oneida                               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           President, any Vice President,
                of Oneida                               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        The Adirondack Trust Company            President, any Vice President,
Springs                                                 or Cashier
Saratoga        Saratoga National Bank                  President, any Vice
Springs         and 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                        President, any Vice
                Delaware 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              President, or any Vice President
                State Street Bank and                   President, any Vice President,
                Trust 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


¹ Section 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. A form for this purpose is enclosed.

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

"Class A shall consist of three members, without discrimination on the basis of race, creed, color, sex, or national origin, who shall be chosen by and be representative of the stockholding banks. No officer or director of a member bank shall be eligible to serve as a class A director unless nominated and elected by banks which are members of the same group as the member bank of which he is an officer or director."

"Any person who is an officer or director of more than one member bank shall not be eligible for nomination as a class A director except by banks in the same group as the bank having the largest aggregate resources of any of those of which such person is an officer or director."

"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.]