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FEDERAL RESERVE BANK OF NEW YORK [ Circular No. 10519 ~| March 6, 1992 Nomination of Class B Director For Term of Office Ending December 31, 1994 To the M em ber B anks o f the Second Federal Reserve D istrict: An election o f a Class B director of this Bank will be held under the provisions of section 4 of the Federal Reserve Act, as am ended, to choose a successor to R i c h a r d L. G e l b , Chairm an and C hief Executive Officer, Bristol-M yers Squibb Company, New York, N.Y., whose term as a Class B director expired D ecem ber 31, 1991. Mr. Gelb was elected by member banks in Group 1 and his successor will be chosen by this group. M em ber banks in Groups 2 and 3 will not participate in this election. The classification of m em ber banks for the purposes o f nom ination and election of Class A and B directors of the Federal Reserve Bank of New York is as follows: Group 1 consists of banks with capital and surplus of more than $400,000,000; Group 2, of banks with capital and surplus of $30,000,000 to $400,000,000, inclusive; and Group 3, of banks with capital and surplus of less than $30,000,000. For the purposes of this election, a m em ber bank’s classification will be determ ined by its capital and surplus as of the date of this circular, even though its capital and surplus may change before the polls close. The banks com prising Group 1 are listed on page 3. Except in the case of any m em ber banks that are subsidiaries o f the same bank holding com pany,* each m em ber bank in Group 1 is perm itted to nom inate one candidate for Class B * Section 4 of the Federal Reserve Act, as amended, reads in part as follows: “ . . . That whenever any member banks within the same Federal Reserve district are subsidiaries of the same bank holding company within the meaning of the Bank Holding Company Act of 1956, participation in any such nomination or election by such member banks, including such bank holding company if it is also a member bank, shall be confined to one of such banks, which may be designated for the purpose by such holding company.” Pursuant to the foregoing provision, a nomination by any bank that is a subsidiary of a bank holding company having other subsidiaries in the same voting group cannot be accepted unless there is on file with this Bank evidence that such bank has been so designated. Accordingly, banks affected by the foregoing provision of the law are re quested to take prompt action to have the appropriate bank holding company designate, if it has not already des ignated, one of such banks to participate in this nomination and election. If such bank holding company does not have on file with this Bank an appropriate resolution either perma nently designating one of such banks to participate in nominations or elections of this Bank’s directors or setting forth the authority under which such designations will be made from time to time, such bank holding company may wish to file such resolution with this Bank. A form of resolution authorizing officers of a bank holding company to make such designations is enclosed for such bank holding companies. 10519 director, t The nom inations should be m ade by resolutions of the boards of directors o f the nom inating banks (or by resolutions of the banks’ executive com m ittees, if such com m ittees are em pow ered to take such action), and certified copies of such resolutions should be sent to this Bank so as to reach this Bank on or before 3 p.m. on Friday, M arch 27, 1992. The enclosed printed forms show the appropriate form of resolution, and one executed copy o f the form should be returned to this Bank. On M arch 30, 1992, copies of the list of candidates (indicating by whom nom inated) and pref erential ballots will be mailed to the banks in Group 1. The law provides that the ballot shall be cast within 15 days after receipt o f this list. The polls will open at 10 a.m ., Tuesday, M arch 31, 1992, and will close at 12 noon on Wednesday, April 15, 1992. Upon the closing of the polls, the ballot box will be opened in the board room of this Bank, the votes counted and checked by tellers, and the result o f the election announced. The candidates may, if they so desire, be present or repre sented on that occasion. In order to be counted as valid, the ballot m ust be executed by an officer authorized to cast the vote and m ust be received by this Bank at or before the tim e thus fixed for the closing o f the polls (i.e., at or before 12 noon on Wednesday, A pril 15, 1992). The officers heretofore designated for this purpose by each bank in Group 1 are shown on the list on page 3. Any Group 1 bank that desires to change its authorization should do so by resolution o f its board o f directors; a certified copy o f such resolution m ust reach this Bank before the polls close. A form for this purpose is also enclosed. Because banks in Groups 2 and 3 will not participate in this election, this circular is sent to them without fo rm s and fo r their information only. E l l e n V. F u t t e r , Chairm an o f the Board. f Section 4 of the Federal Reserve Act, as amended, reads in part as follows: “Class B shall consist of three members, who shall represent the public and shall be elected without dis crimination on the basis of race, creed, color, sex, or national origin, and with due but not exclusive con sideration to the interests of agriculture, commerce, industry, services, labor, and consumers. No director of class B shall be an officer, director, or employee of any bank.” “No Senator or Representative in Congress shall be a member of the Board of Governors of the Federal Reserve System or an officer or a director of a Federal reserve bank.” [The Board of Governors of the Federal Reserve System has expressed the opinion that it is inappropriate, as a general rule, for directors of Federal Reserve Banks to hold partisan political or public office in the service of the United States, or of any State, Territory, county, district, political subdivision, or municipality thereof, to act as members of political party committees, or to serve as officers or directors of political action committees or as members of the governing bodies of such committees. The System’s policy is to avoid any situations that might give the appearance of associating the Reserve Banks with political activities.] 2 10519 Election of Class B Director For Term of Office Ending December 31, 1994 List of the 15 Member Banks in Group 1 (Group 1 consists o f m em ber banks with capital and surplus o f more than $400,000,000, on M arch 6, 1992.) NEW JERSEY Place Name of Bank or Trust Company Officers Authorized to Cast Vote Jersey City National Westminster Bank, N J ...................................................... President, any Vice President, Cashier, or Secretary Newark First Fidelity Bank, National Association, New Jersey------------- ---------------------------------------------------------------- Midlantic National Bank................................................................. President, any Vice President, or Cashier NEW YORK Albany Key Bank of New York National Association................................. President, any Vice President, or Cashier Buffalo Marine Midland Bank, N.A............................................................. Chairman of the Board, President, or Secretary New York City The Bank of New York.................................................................... Chairman of the Board, President, Senior Executive Vice President, or any Executive Vice President Bankers Trust Company.................................................................. Chairman of the Board, Vice Chairman, any Executive Vice President, any Managing Director, any Senior Vice President, or Secretary The Chase Manhattan Bank (National Association)...................... Chairman of the Board, President, Vice Chairman of the Board, any Vice President, or Secretary Chemical B ank............................................................................... Chairman of the Board, President, any Vice Chairman, or Secretary Citibank, N.A.................................................................................. Chairman of the Board, Chairman of the Executive Committee, any Vice Chairman, President, any Executive Vice President, any Senior Vice President, any Vice President, or Cashier European American Bank ............................................................. Chairman of the Board, President, any Vice Chairman, or any Executive Vice President Manufacturers Hanover Trust Company ........................................ Chairman of the Board, President, or any Vice President Morgan Guaranty Trust Company of New York............................ Chairman of the Board, a Vice Chairman, President, any Vice President, Cashier, or Secretary National Westminster Bank USA.................................................... Chairman or any Vice Chairman of the Board, President, any Vice President, or Cashier. Republic National Bank of New Y ork............................................ Chairman of the Board, President, any Vice President, or Cashier 3 10519 DIRECTORS OF THE FEDERAL RESERVE BANK OF NEW YORK Elected by Banks in Group Name and Occupation Class Term Expires Dec. 31 1 Thom as G . Labrecque C hairm an and C hief Executive Officer The Chase M anhattan Bank (National Association) New York, N.Y. A 1994 2 Victor J. Riley, Jr. C hairm an, President, and C hief Executive Officer KeyCorp Albany, N .Y A 1992 3 Barbara Harding C hairm an and C hief Executive Officer The Phillipsburg National Bank and Trust Company Phillipsburg, N.J. A 1993 1 (Va c a n c y ) B 1994 2 John A. Georges C hairm an and C hief Executive Officer International Paper Purchase, N.Y. B 1992 3 Rand V. Araskog C hairm an and C hief Executive Officer IT T Corporation New York, N.Y. B 1993 Ellen V. Futter (Chairman) President Barnard College New York, N.Y. C 1993 M aurice R. Greenberg (Deputy Chairman) C hairm an and C hief Executive Officer A m erican International Group, Inc. New York, N.Y. C 1994 C yrus R. Vance Presiding Partner Sim pson Thacher & Bartlett New York, N.Y. C 1992 <4-1 V & cd T3 £ u S PoQ ^ Jj J: W t-U ^4 00 d T * X> o > ^ gVh l4 -o <D <U O c« *S G <u G u •s <u ^ |o 4 1 0519 Nomination for Class B Director of Federal Reserve Bank of New York For Term of Office Ending December 31, 1994 D is t r ic t N o . 2 G roup No. i At a meeting of the Board of Directors of the ................................................................................ (Name of Bank) o f ...................................................................................(or of the Executive Committee of such Board) (City or Town and State) duly called and held on th e...............day o f ......................................................................................1992, on motion duly made and seconded, it was “RESOLVED, T h a t............................................................................................................................... of ............................................................................................................................... . whose occupation is be, and is hereby, nominated by this bank as a candidate for class B director of the Federal Reserve Bank of New York for the term ending December 31, 1994, and the secretary or other officer of this bank is hereby authorized, empowered, and directed to send a certified copy of this resolution to the Chairman of the Board of Directors of the Federal Reserve Bank of New York.” I hereby certify that the foregoing is a true and correct copy of a resolution of the Board of Directors of this bank, or of its Executive Committee, duly adopted on the date specified. I also certify that if the foregoing resolution was adopted by the Executive Committee of this bank’s Board of Directors, such Executive Committee is empowered to so act. (S e a l of Bank) (Official signature) (Title) To MS. ELLEN V. FUTTER, C h a ir m a n of the B oard of D ir e c t o r s , F ed era l R eserve B a nk of N ew York. 10519FEDERAL RESERVE BANK OF NEW YORK March 6, 1992 To the Chief Executive Officer of the Bank Addressed: The enclosed circular invites nominations for this Bank's election of a Class B director. Member banks in Group 1, i.e., those with capital and surplus of more than $400,000,000, are eligible to participate in this election; a current list of Group 1 banks is contained on page 3 of the circular. If your bank is in Group 1, and thus eligible to participate, the nomination form, and other related forms, are being mailed to your Corporate Secretary under separate cover. Please note that, in order for your bank to participate in the nomination process, we must be properly notified fas specified in the circular) of action by your board of directors, or executive committee, before the close of the nomination period (3 p.m., MaTch_2_71. Please also note in the circular the restrictions on participation by subsidiaries of multibank holding companies; if you have questions about the appropriate authorization procedures in those cases, please call Ed Rooney (212-720-5212). If your bank is not in Group 1, it is not eligible to participate in this election. In that case, this circular is being sent to you for your information only. Circulars Division 10519 FEDERAL RESERVE BANK OF NEW YORK Designation of Officers Authorized to Cast Vote of Member Bank in Elections of Directors of Federal Reserve Bank of New York D istr ict N o. 2 A t a m eeting of the Board of D irectors of the (Name and Location of Bank) duly called and held on the.........................day of...................................... , 19............ , on motion duly made and seconded, it was “ R ESO LV ED , T hat the president, any vice president, or the cashier of this bank, or (I f designation of some officer not included in those mentioned is desired, insert his t i t l e o n ly here) of this bank, be and any one of them is hereby authorized, empowered and directed to cast the vote of this bank for class A and class B directors of the F ederal Reserve B ank of New York, in accordance w ith the provisions of section 4 of the F ederal Reserve Act, as amended. “ R ESO LV ED F U R T H E R , T hat the authority hereby granted shall continue in force u n til revoked by the B oard of D irectors of this bank and th a t such authority heretofore conferred on any officer of this bank is hereby revoked.” I I hereby certify th a t the foregoing is a tru e and correct copy of a resolution of the B oard of D irectors of this bank, duly adopted on the date specified. D ated the.................... day of..................................................., 19................. (Official signature) ( S e a l of B a n k ) (T itle) To C h a ir m a n of t h e B oard of D irecto rs , F ed er al R eserv e B a n k of N e w Y o r k . 10519’ A uthorization fo r Officers o f Bank H olding Com pany T o D esignate Subsidiary M ember Bank to Participate in E lections o f D irectors o f Federal R eserve Bank o f New York D istr ict N o. 2 A t a m eeting of the B oard of D irectors (or of its Executive Committee) of the (Name and Location of Bank Holding Company) duly called and held on t h e .....................day o f ......................................... , 19............ , on motion duly made and seconded, it was “ R ESO LV ED , th a t t h e ................................. .......... ............................. .............................. _ ......... (Title (s) of designated officer(s)) of this bank holding company be and (any one of them ) is hereby authorized to designate on behalf of the company from time to time one subsidiary bank to participate in the nomination and election of directors of the Federal Reserve Bank of New Y ork; P rovided, That such subsidiary bank is a member of the Federal Reserve System and is not otherwise disqualified from participating in such elections. “ R ESO LV ED F U R T H E R , T h at the authority hereby-granted shall continue in force un til revoked by the Board of D irectors of this bank holding company and th a t such authority heretofore conferred on any officer of this bank holding company is hereby revoked. ’’ I hereby certify th at the foregoing is a tru e and correct copy of a resolution of the Board of D irectors of this bank holding company, or of its Executive Committee, duly adopted on the date specified. I also certify th a t if the foregoing resolution was adopted by the Executive Committee of this com pany’s Board of Directors, such Executive Committee is empowered to so act. D ated t h e ......... .........day o f .................................................. , 19.................. (Official signature) ( S eal of B a n k H olding C o m p a n y ) (T itle) To C h a ir m a n of t h e B oard of D irecto rs , F ederal R eserv e B a n k o f N e w Y o r k . COMMITTEE ON RECOMMENDATION OF CANDIDATES FOR DIRECTORS OF THE FEDERAL RESERVE BANK OF NEW YORK . aw March 6, 1992 Recommendation of Candidate in Election of Class B Director of the Federal Reserve Bank of New York To All Member Banks in the Second Federal Reserve District: The Federal Reserve Bank of New York will hold an election of a class B director, for the term ending December 31,1994, to succeed Richard L. Gelb. Member banks in Group 1 — that is, member banks with capital and surplus of more than $400,000,000 — will participate in this election. The committee, appointed by the bankers associations of New York, New Jersey, and Connecticut to make rec ommendations to member banks of candidates for directors of the Federal Reserve Bank of New York, and to inform member banks of the qualifications of these candidates, recommends for nomination by Group 1 banks the following individual, who has consented to serve if elected: For Class B D irecto r ROBERT E. ALLEN Chairman and Chief Executive Officer AT&T, New York, N.Y. Robert E. Allen was born on January 25, 1935 in Joplin, Missouri. He received a Bachelor of Arts degree from Wabash College in 1957 and attended the Harvard Business School’s Program for Management Development in 1965. Mr. Allen began his career at Indiana Bell Telephone Co. in 1957, advancing to Vice President, Secretary and Treasurer in 1972. After serving in executive positions at Bell of Pennsylvania, Illinois Bell, and the Chesapeake and Potomac Telephone Companies, he was named Executive Vice President and Chief Financial Officer of AT&T in 1983, Chairman and Chief Executive Officer of AT&T Information Systems in 1985, President and Chief Operating Officer of AT&T in 1986, and Chairman and Chief Executive Officer of AT&T in April 1988. Among his many business and civic activities, Mr. Allen is a director of Bristol-Myers Squibb Co., PepsiCo, and New American Schools Development Corp.; a member of the Board of Governors of the United Way of America; a trustee of Wabash College; and a member of The Conference Board, The Business Roundtable, The Business Council, and the U.S.-Japan Business Council. ALLAN R. GRIFFITH, Committee Chairman President, The Bank of New York New York, New York ROBERT G. COX President and Chief Executive Officer The Summit Trust Co. Summit, New Jersey ALBERT J. JULIANO Director, Orange County Trust Company Middletown, New York JOHN B. ROBINSON, JR. Executive Vice President Fleet/Norstar Financial Group Albany, New York RONALD A. SABIA Vice President, First National Bank of Stamford Stamford, Connecticut T. JOSEPH SEMROD Chairman, United Jersey Bank Hackensack, New Jersey ? ?