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Circular Letters

Circular Letter 5682

October 23, 2006

To: All Member Banks in the Third Federal Reserve District

Attention: Chief Executive Officer

Subject: Nomination And Election Of Reserve Bank Directors

Summary:

As provided by Section 4 of the Federal Reserve Act, an election will be held to choose successors for the directors whose terms expire on December 31, 2006.

Garry L. Maddox, President & CEO, A. Pomerantz & Co., Philadelphia, PA, is completing his term as a Class B, Group 1 director. He is eligible for re-election and is willing to continue service if elected. Group 1 banks will elect the director to fill this position, which will begin a thee-year term on January 1, 2007.

Eugene W. Rogers, CEO, Newfield National Bank, Newfield, NJ, is completing his term as a Class A, Group 3 director. He is not eligible for re-election. Group 3 banks will elect his successor to serve a three-year term beginning January 1, 2007.

In addition, there will be an election to fill an unexpired portion of a three-year term for a Class B, Group 3 director that began on January 1, 2006. Group 3 banks will elect a director to fill this position, for which the term will begin on January 1, 2007.

Action Required To Nominate:

Each bank in Group 1 can nominate one candidate for Class B director; each bank in Group 3 can nominate one candidate for Class A director and one candidate for Class B director. The nomination must be made by resolution of your Board of Directors and received on or before November 24, 2006. A form for that purpose is enclosed.

Eligibility criteria for Class A and B directors are summarized in Attachment I.

The banks comprising Groups 1, 2, and 3 are listed in Attachment II. Group 1 consists of banks having capital and surplus greater than $20,000,000. Group 2 consists of banks having capital and surplus of $6,000,000, but less than $20,000,000. Group 3 consists of banks having capital and surplus less than $6,000,000. The group in which a member bank is entitled to vote is determined by its classification using the most recent quarterly data available, even though its capital and surplus may change before the polls close.

When two or more banks are subsidiaries of the same holding company, only one of them may nominate and vote in this election. See Attachment III for details.

Action Required To Vote:

On November 29, 2006, a list of the candidates (indicating who nominated them) and a preferential ballot will be mailed to each bank in the voting group. The ballot must be cast within 15 days after receipt. The polls will open on December 1, 2006, and close at noon on December 15, 2006. At that time the ballot box will be opened at this Bank, the votes counted, and the results of the election announced. The candidates are invited to be present on that occasion.

For the ballot to be counted, it must be executed by an officer authorized to cast the vote. The voting authorizations that have been certified are shown for the banks in Groups 1, 2, and 3 in Attachment II. If the official signature of the officer or officers authorized to cast the ballot has not been filed with this Federal Reserve Bank, such official signature should be filed before the polls close.

Any member bank that has not designated an officer or officers for the purpose of signing the ballot or any bank that desires to change its authorization should do so by resolution of its Board of Directors and certify the appointment before the polls close. A form for this purpose will be furnished upon request.

Additional Information:

While banks in Group 2 will not participate in this election, this circular is sent to them for their information, without forms.

Inquiries concerning this circular letter should be directed to Herbert E. Taylor, Vice President and Secretary, at (215) 574-6439 or Herb.Taylor@phil.frb.org.