To: All Member Banks in the Third Federal Reserve District

Attention: Chief Executive Officer

Subject: Nomination and Election of Reserve Bank Director

As provided by Section 4 of the Federal Reserve Act, an election will be held to choose a successor for a director whose term expires on December 31, 2003.

Robert J. Vanderslice, President & COO, Pennsville National Bank, Pennsville, 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, 2004.

Action Required to Nominate:

Each bank in Group 3 can nominate one candidate for Class A director. The nomination must be made by resolution of your Board of Directors and received on or before October 21, 2003. A form for that purpose has been sent to the banks . While banks in Groups 1 and 2 will not participate in this election, this circular is sent to them for their information, without forms.

Eligibility criteria for Class A directors are summarized in Attachment I (62 KB, 1 page).

The banks comprising Groups 1, 2, and 3 are listed in Attachment II (272 KB, 5 pages). 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 (13 KB, 1 page) for details.

Action Required to Vote:

On November 5, 2003, a list of the candidates (indicating by whom nominated) 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 November 6, 2003 and close at noon on November 21, 2003. 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: Inquiries concerning this circular letter should be directed to Herbert E. Taylor, Vice President and Secretary, at (215) 574-6439 or