Circular Letters

Circular Letter 5698

October 9, 2008

To: All Member Banks in the Third Federal Reserve District

Attention: Chief Executive Officer

Subject: Nomination and Election of Reserve Bank Directors

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, 2008. John G. Gerlach, President & CEO, Pocono Community Bank, Stroudsburg, PA, is completing his term as a Class A, Group 2 director. He is not eligible for re-election. Group 2 banks will elect his successor to serve a three-year term beginning January 1, 2009.

Michael F. Camardo, Retired Executive Vice President, Lockheed Martin ITS, Cherry Hill, NJ, is completing his term as a Class B, Group 3 director. He is eligible for reelection and is willing to continue service if elected. Group 3 banks will elect the director to fill this position, which will begin a thee-year term on January 1, 2009.

Action required to nominate:

Each bank in Group 2 can nominate one candidate for Class A director; each bank in Group 3 can nominate one candidate for Class B director. The nomination must be made by an authorized officer and received on or before November 5, 2008. A form for that purpose is enclosed.

For a nomination or ballot to be counted, it must be executed by an authorized officer. The voting authorizations that have been certified are shown for the banks in Groups 1, 2, and 3 in Attachment II. Any member bank that has not designated an officer or officers, or any bank that desires to change its authorization, should do so by resolution of its Board of Directors. A form for this purpose will be furnished upon request Eligibility criteria for Class A and Class B directors are summarized in Attachment I PDF Icon (9 KB, 1 pages).

The banks comprising Groups 1, 2, and 3 are listed in Attachment II PDF Icon (38 KB, 4 pages). Group 1 consists of banks having capital and surplus greater than $40,000,000. Group 2 consists of banks having capital and surplus of $10,000,000, but less than $40,000,000. Group 3 consists of banks having capital and surplus less than $10,000,000. 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 PDF Icon (11 KB, 2 pages) for details.

Action required to vote:

On November 5, 2008, a list of the candidates (indicating who nominated them) and a preferential ballot will be mailed to each bank in the voting group. The polls will open on November 10, 2008, and close at noon on November 25, 2008. At that time the ballot box will be opened at this Bank, the votes counted, and the results of the election announced.

Additional information:

While banks in Groups 1 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.