Circular
Election of Class A Director
December 11, 1996
Circular No. 10900

(By Group 3 member banks classified as having,
on November 8, 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. 10889, dated November 8, 1996, on the nomination of a class A director of this Bank for a three-year term ending December 31, 1999, there is shown on page 2 the name of the candidate nominated for such office, and by whom nominated.

To each member bank classified in Group 3 on November 8, 1996, the following are being sent with this circular:

  1. Ballot for use in voting for the candidate for class A 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.

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 3 was contained in the above-mentioned circular dated November 8, 1996, 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 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., December 12, 1996, and will close at 12 noon on Friday, December 27, 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, the sealed envelopes containing the ballots will be opened, the votes counted and checked by tellers, and the results of the election announced. The candidate may, if he so desires, be present or represented on this occasion.

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


Candidate for Class A Director

GEORGE W. HAMLIN, IV

President and Chief Executive Officer
The Canandaigua National Bank and Trust Company
Canandaigua, New York

George W. Hamlin, IV was born in Canandaigua, New York on June 29, 1941. He was graduated from Yale University with a B.S. degree in physics in 1963, and from the University of Virginia Law School with a J.D. degree in 1972. Between 1963 and 1969 he served with the U.S. Air Force as an F-105 Fighter Pilot over North Vietnam, receiving the Distinguished Flying Cross among many other decorations.

Before joining the Canandaigua National Bank and Trust Company in 1978 as Vice President and Counsel, Mr. Hamlin was associated with the Rochester law firm of Nixon, Hargrave, Devans and Doyle for nearly six years. Since 1979 he has been President and Chief Executive Officer of the bank, and of its holding company since its inception in 1984.

Among his many civic and professional associations, Mr. Hamlin is a member of the Executive and Legislative Committees of the New York Bankers Association; a director of F.F. Thompson Health Systems; Chairman of the Finger Lakes Community Care Network; a member of the Nominating and Governance Committee of the Board of Governors of Strong Memorial Hospital; a member of the Finance and Investment Committees of the Automobile Club of Rochester, Inc.; a trustee of Keuka College, Bristol Valley Theater, and the Rochester Philharmonic Orchestra; and President of the Canandaigua Area Development Corporation. He also serves on the Ontario County Revolving Loan Fund and on the Region II-Buffalo Advisory Council for the Small Business Association.

Mr. Hamlin is currently serving a second term as a director of the Buffalo Branch of the Federal Reserve Bank of New York, but will resign from that position if elected.

Nominated by the following member banks in Group 3


NEW YORK

   Place                 Name of Bank or Trust Company
   Ballston Spa          Ballston Spa National Bank
   Canandaigua           The Canandaigua National Bank and Trust Company
   Ellenville            Ellenville National Bank
   Middletown            Orange County Trust Company
   New York City         BPD International bank
   New York City         Excel Bank, National Association
   Norfolk               The First National Bank of Northern New York
   Saranac Lake          Adirondack Bank, National Association
   Saratoga Springs      The Adirondack Trust Company
   Solvay                Solvay Bank
   Spencer               Tioga State Bank

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,
                  Company of New Jersey                    President, any Vice
                                                           President, or Cashier
Phillipsburg    The Philippsburg National Bank and       President, or any Vice
                  Trust Company                            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 Vice  
                  and Trust Company                         President, or Cashier
Canisteo        First State Bank, Canisteo N.Y.          President, any Vice 
                                                           President, Treasurer,
                                                           or Secretary
Carmel          The Putnam County National Bank          President, any Vice  
                  of Carmel                                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  
                  Jeffersonville                           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 
New York City   (See page 5) 
Norfolk         The First National Bank of Northern      President, any Vice 
                  New York                                 President, or Cashier 
North Tarrytown Sleepy Hollow National Bank              President, or Cashier 
Oneida          The Oneida Valley National Bank          Chairman of the Board,
                  of Oneida                                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 
                  Pine Plains                              President, or Cashier
Poughkeepsie    First National Bank of the               President, any Vice 
                  Hudson Valley                            President, or Cashier
Riverhead       The Suffolk County National Bank         President, any Vice 
                  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    President, Executive 
                                                           Vice President, any 
                                                           Vice President, or 
                                                           Cashier 
Saratoga        The Adirondack Trust Company             President, any Vice 
  Springs                                                  President, or Cashier
Saratoga        Saratoga National Bank and Trust         President, any Vice 
  Springs         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 County,        President, any Vice 
                  Walton                                   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         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 Trust              President, any Vice 
                  Company, N.A.                            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