Circular No. 11021
January 26, 1998

Nomination of Class B Director

For Unexpired Portion of Term Ending December 31, 1998

To the Member Banks of the Second Federal Reserve District:

An 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, 1998, from which William C. Steere, Jr. has resigned.

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

The classification of member banks for the purposes of nomination and election of class A and 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 the purposes of this election, 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 2 is below.

Except in the case of any member banks that are subsidiaries of the same bank holding company,* each member bank in Group 2 is permitted to nominate one candidate for class B director.+ 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 to this Bank so as to reach this Bank on or before 3 p.m. on Friday, February 20, 1998.

On February 24, 1998, copies of the list of candidates (indicating by whom nominated) and preferential ballots will be mailed to the banks in Group 2. The law provides that the ballot shall be cast within 15 days after receipt of this list. The polls will open at 10 a.m., February 25, 1998, and will close at 12 noon on Thursday, March 12, 1998. Upon the closing of the polls, the ballot box will be opened, the votes counted and checked by tellers, and the results 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 Thursday, March 12, 1998). The officers heretofore designated for this purpose by each bank in Group 2 are shown on the listing below. Any Group 2 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.

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

John C. Whitehead
Chairman of the Board


* 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. Accordingly, banks affected by the foregoing provision of the law are requested to take prompt action to have the appropriate bank holding company designate, if it has not already designated, one of such banks to participate in this nomination and election.

If such bank holding company does not have on file with this Bank an appropriate resolution either permanently designating one of such banks to participate in nominations or elections of this Bank's directors or setting forth the authority under which such designations will be made from time to time, such bank holding company may wish to file such resolution with this Bank. A form of resolution authorizing officers of a bank holding company to make such designations is enclosed.

+ Section 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 a 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.]

[The Board of Directors of the Federal Reserve Bank of New York has resolved that all persons who stand for election as class A or class B directors shall be citizens of the United States.]


Election of Directors

For Unexpired Portion of Term Ending December 31, 1998

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.)


NEW JERSEY


     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


NEW YORK

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
NEW YORK CITY

Place Name of Bank or Trust Company Officers Authorized to Cast Vote Manhattan Arab American Bank President and Chief Executive Officer European American Bank Chairman of the Board, President, any Vice Chairman, or any Executive Vice President 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
PUERTO RICO

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

DIRECTORS OF THE FEDERAL RESERVE BANK OF NEW YORK

Elected by
Banks in
Group

Name and Occupation Class

Term
Expires
Dec. 31

1




2




3

Walter V. Shipley A
Chairman and Chief Executive Officer
The Chase Manhattan Bank
New York, N.Y.

Robert G. Wilmers A
Chairman and Chief Executive Officer
Manufacturers and Traders Trust Company
Buffalo, N.Y.

George W. Hamlin, IV A
President and Chief Executive Officer
The Canandaigua National Bank and Trust Company
Canandaigua, N.Y.

A




A




A

2000




1998




1999

1




2

3

Eugene R. McGrath
Chairman, President, and Chief Executive Officer
Consolidated Edison Company of New York, Inc.
New York, N.Y.

(Vacancy)

Ann M. Fudge
Executive Vice President, Kraft Foods, Inc.,
and President, Coffee & Cereals Division
Tarrytown, N.Y.

B




B

B

2000




1998

1999

Appointed by
The Board of Governors
of the
Federal Reserve System

Thomas W. Jones (Deputy Chairman)
Vice Chairman, Travelers Group,
and Chairman and Chief Executive Officer,
Smith Barney Asset Management
New York, N.Y.

Peter G. Peterson
Chairman
The Blackstone Group
New York, N.Y.

John C. Whitehead (Chairman)
Former Chairman
Goldman, Sachs & Co., Inc.
New York, N.Y.

C





C




C

2000





1998




1999