Circular
Election of Directors
January 2, 2002
Circular No. 11416

To All Depository Institutions and Others Concerned in the Second Federal Reserve District:

Member banks in Group 2 have elected Jill M. Considine a class A director of this Bank for a three-year term beginning January 2002. Miss Considine, who is Chairman and Chief Executive Officer of The Depository Trust Company, New York, NY, succeeds T. Joseph Semrod, Vice Chairman of FleetBoston Financial, Princeton, NJ.

Member banks in Group 2 have also reelected Ronay Menschel a class B director of this Bank for a three-year term beginning January 2002. Ms. Menschel is Chairman of Phipps Houses, New York, NY.

The Board of Governors of the Federal Reserve System has reappointed Peter G. Peterson as a class C director of this Bank for a three-year term beginning January 2002 and has redesignated him as Chairman of the Board and Federal Reserve Agent for the Bank for the year 2002. Mr. Peterson, who is Chairman of The Blackstone Group, New York, NY, has been serving as a class C director of the Bank since January 1996 and as Chairman since January 2000.

In November 2001, the Board of Governors appointed Gerald M. Levin a class C director for the unexpired portion of a three-year term ending December 31, 2003. Mr. Levin, who is Chief Executive Officer of AOL Time Warner Inc., New York, NY, replaced Charles A. Heimbold, Jr., Chairman and Chief Executive Officer of Bristol-Myers Squibb Company, New York, NY. The Board of Governors has also designated Mr. Levin Deputy Chairman for the year 2002.

Buffalo Branch Directors

The Board of Governors has appointed Marguerite D. Hambleton a director of the Buffalo Branch for a three-year term beginning January 2002. Ms. Hambleton, President and Chief Executive Officer of AAA Western and Central New York, Buffalo, NY, succeeds Bal Dixit, President and Chief Executive Officer of Newtex Industries, Inc., Victor, NY.

The Board of Governors has appointed Katherine E. Keough a director of the Buffalo Branch for the unexpired portion of a three-year term ending December 31, 2003. Dr. Keough, President of St. John Fisher College, Rochester, NY, succeeds John E. Friedlander, President and Chief Executive Officer of Kaleida Health, Buffalo, NY.

The Board of Directors of this Bank has designated Patrick P. Lee Chairman of the Board of the Buffalo Branch for the year 2002. Mr. Lee, Chairman and Chief Executive Officer of International Motion Control, Inc., Buffalo, NY, has served as a Branch director since January 1997.

The Board of this Bank has appointed Emerson L. Brumback a Branch director for a three-year term beginning January 2002. Mr. Brumback, Executive Vice President of M&T Bank Corporation, Buffalo, NY, succeeds Kathleen R. Whelehan, Executive Vice President, Finance Division, HSBC, Buffalo, NY.