To: All Member Banks in the Third Federal Reserve District

Attention: Chief Executive Officer

Subject: Nomination and Election of Reserve Bank Directors

In accordance with the provisions of Section 4 of the Federal Reserve Act and Circular Letter 5711, dated September 28, 2012, an election is being conducted to determine successors for the following directors:

Deborah Fretz, retired president and chief executive officer, Sunoco Logistics, Philadelphia, PA, is completing her term as a Class B, Group 1 director. Ms. Fretz has decided not to stand for a second term. Group 1 banks will elect her successor to serve a three-year term beginning January 1, 2013.

Aaron Groff, chairman, president and chief executive officer, Ephrata Bank, Ephrata, PA, 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, 2013.

The names of the candidates nominated and the banks that made the nominations are listed herein. A brief biographical sketch of each candidate is also provided. A ballot and two envelopes to use in the voting are enclosed for each bank in Groups 1 and 3. The ballot and white voting envelope must be executed by an officer of your bank who has been authorized to vote. While banks in Group 2 will not participate in this election, this circular is sent to them for their information, without forms.

A list of banks in each group and the officers authorized to vote is included herein. 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 vote in this election.

Action required to vote:

  1. Mark the preferential ballot.
  2. Place it in the colored "ballot" envelope and seal. To keep the ballot confidential, the name of neither the bank nor the voting officer should be written on the ballot.
  3. Place the colored "ballot" envelope in the white voting envelope. Fill out the front of the white voting envelope and seal it.
  4. Return the white voting envelope containing the colored "ballot" envelope to this Bank. For your convenience, a self-addressed envelope is enclosed.

The Federal Reserve Act allows 15 days for balloting. The polls will open on November 1, 2012, and close at noon on November 15, 2012. For your vote to count it must be received here at the Bank by the time the polls close.

At noon on November 15, 2012, the ballot box will be opened and the envelopes containing the ballots will be opened. The votes will be counted, and the results of the election announced. The candidates are invited to be present or represented on that occasion.

Additional information:

Inquiries concerning this circular letter should be directed to Linda O’Donnell, Assistant to the Corporate Secretary, at (215) 574-6389.