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FEDERAL RESERVE BANK OF NEW YORK [ Circular No. 10810 November 9, 1995 N om in ation o f D irectors For Terms of Office Ending December 31,1998 To the M em b er Banks o f the S eco n d F ed era l R eserv e D istrict: A n electio n w ill be held under the provisions o f section 4 o f the Federal R eserve A ct, as amended, to ch o o se su ccessors, to serve for three-year terms, to the follow ing directors o f this B an k w hose term s w ill expire D ecem ber 3 1 , 1 9 9 5 : class A director, R o b e r t G. W il m e r s , Chairm an, President, and C h ief E xecu tive O fficer, M anufacturers and Traders Trust Company, B u ffalo , N .Y.; and class B director, W i l l ia m C. S t e e r e , J r ., Chairm an o f the Board and C h ief Executive O fficer, Pfizer, In c., New York, N.Y. Both directors were elected by member banks in Group 2 and their successors will be chosen by this group. M em ber banks in Groups 1 and 3 w ill not participate in this election. T h e classificatio n o f m em ber banks for the purposes o f nom ination and election o f class A and B directors o f the Federal R eserv e B an k o f New Y ork is as follow s: Group 1 consists o f banks w ith capital and surplus o f more than $1 b illion ; Group 2, o f banks with capital and surplus o f $ 3 0 m illion to $1 billion, inclusive; and Group 3, o f banks with capital and surplus o f less than $ 3 0 m illion. F or the purposes o f this election, a m em ber ban k ’s classification w ill be determ ined by its capital and surplus as o f the date o f this circular, even though its capital and surplus may change b efore the polls clo se. T he list o f banks com prising Group 2 is on page 3. E x cep t in the case o f any m em ber banks that are subsidiaries o f the sam e bank holding co m pany,* each m em ber bank in Group 2 is permitted to nom inate one candidate for class A director * 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 o f 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 o f 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 hav ing 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 requested to take prompt action to have the appropriate bank holding company designate, if it has not already designated, 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 permanently 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 des ignations is enclosed for such bank holding companies. and one candidate for class B d irecto r.! T h e nom inations should be made by resolutions o f the boards o f directors o f the nom inating banks (or by resolutions o f the b a n k s’ executive com m ittees, if such com m ittees are em pow ered to take such action), and certified copies o f such resolutions should be sent to this B an k so as to reach this B an k on or before 3 p.m. on Friday, D ecem b er 8, 1 9 9 5 . T h e enclosed printed form s show the appropriate form o f resolution; one executed copy o f each form should be returned to this B a n k in the envelope provided for that purpose. On D ecem b er 12, 1 9 9 5 , co p ies o f the list o f candidates (indicating by w hom nom inated) and preferential ballots w ill be m ailed to the banks in Group 2. T h e law provides that the ballot shall be cast w ithin 15 days after receipt o f this list. T he polls w ill open at 10 a.m ., D ecem b er 1 3 ,1 9 9 5 , and w ill clo se at 12 noon on Thursday, D ecem b er 2 8 ,1 9 9 5 . Upon the closin g o f the polls, the ballot box w ill be opened in the board room o f this B an k, the votes counted and checked by tellers, and the results o f the electio n announced. T h e candidates may, if they so desire, be present or represented on that o ccasio n . In order to be counted as valid, the ballot must be executed by an o fficer authorized to cast the vote and must be received by this B an k at or before the tim e thus fixed for the closin g o f the polls (i.e ., at or befo re 12 noon on Thursday, D ecem b er 2 8 ,1 9 9 5 ) . T he o fficers heretofore designated for this purpose by each bank in Group 2 are shown on the list on page 3. A ny Group 2 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 reso lu tio n m ust reach this B a n k b efo re the polls clo se. A form fo r this purpose is also enclosed. Because banks in Groups 1 and 3 will not participate in this election, this circular is sent to them without form s and for their information only. M a u r ic e R. G reen berg , Chairman o f the Board. t Section 4 of the Federal Reserve Act, as amended, reads in part as follows: “ Class A shall consist of three members, without discrimination on the basis of race, creed, color, sex, or national origin, who shall be chosen by and be representative of the stockholding b an k s.. . . No officer or director o f a member bank shall be eligible to serve as a class A director unless nominated and elected by banks which are members of the same group as the member bank of which he is an officer or director.” “Any person who is an officer or director of more than one member bank shall not be eligible for nomination as a class A director except by banks in the same group as the bank having the largest aggregate resources of any of those of which such person is an officer or director.” “ Class B shall consist of three members, who shall represent the public and shall be elected without discrimination on the basis of race, creed, color, sex, or national origin, and with due but not exclusive consideration 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 E lection o f D irectors For Terms of Office Ending December 31,1998 L ist o f the 24 M em ber Banks in G roup 2 (Group 2 consists o f m em ber banks with capital and surplus o f $ 3 0 million to $1 billion, inclusive, as o f Novem ber 9 ,1 9 9 5 .) NEW JE R SE Y Place Name of Bank or Trust Company Officers Authorized to Cast Vote Hackensack United Jersey B a n k .................................................................................... Chairman or Vice Chairman of the Board, or any Vice President Morristown Chemical Bank New Jersey, National A ssociation.............................. Chairman of the Board, President, Executive Vice President, any Vice President, or Secretary Newark Midlantic Bank, National Association .................................................. President, any Vice President, or Cashier Old Bridge Amboy National Bank ............................................................................. President, any Vice President, or Cashier Passaic Valley National Bank ................................................................................................................................................................................... Plainfield United National B a n k ................................................................................ President, any Vice President, or Cashier West Paterson The Bank of New York (NJ) ....................................................................................................................................................................... NEW YORK Place Name of Bank or Trust Company Officers Authorized to Cast Vote Albany Fleet B a n k .................................................................................................... President, any Vice President, or Cashier Buffalo Manufacturers and Traders Trust Company ......................................... Chief Executive Officer, any Vice President, or Secretary Canton Community Bank, National A ssociation................................................ President, any Vice President, Cashier, or Secretary Great Neck Barclays Bank of New York, National Association ........................... President, any Vice President, or Cashier Jericho Chemical Bank, National Association ..................................................................................................................................................... New York City (See below) Norwich NBT Bank, N.A............................................................................................ Schenectady Trustco Bank, National A ssociation....................................................... President, Senior Vice President, or any Vice President Chairman of the Board of Directors, President, any Vice President, or Cashier NEW YORK CITY Place Manhattan Name of Bank or Trust Company Officers Authorized to Cast Vote Arab American B a n k .................................................................................. Chairman of the Board, Deputy Chairman, President, or any Executive Vice President BankAmerica National Trust Company................................................................................................................................................... European American B a n k ......................................................................... Chairman of the Board, President, any Vice Chairman, or any Executive Vice President First Trust of New York, National Association ....................................................................................................................................... IB J Schroder Bank & Trust Company .................................................. President, any Vice President, or Secretary Safra National Bank of New Y o rk .............................................................................................................................................................. Sterling National Bank & Trust Company of New Y ork.................... President, any Vice President, or Cashier Union Chelsea National B a n k .................................................................. President, any Vice President, or Cashier United States Trust Company of New York ......................................... President, or any Vice President PUERTO RICO Place Hato Rey Name of Bank or Trust Company Officers Authorized to Cast Vote Banco Popular de Puerto Rico ................................................................ 3 Chief Executive Officer, President, any Vice President, or Cashier DIRECTORS OF THE FEDERAL RESERVE BANK OF NEW YORK Elected by Banks in Group J. Carter Bacot Chairman and Chief Executive Officer The Bank of New York New York, N.Y. A 1997 2 Robert G. Wilmers Chairman, President, and Chief Executive Officer Manufacturers and Traders Trust Company Buffalo, N.Y. A 1995 3 J. William Johnson Chairman and Chief Executive Officer The First National Bank of Long Island Glen Head, N.Y. A 1996 1 Eugene R. McGrath Chairman, President, and Chief Executive Officer Consolidated Edison Company of New York, Inc. New York, N.Y. B 1997 2 William C. Steere, Jr. Chairman and Chief Executive Officer Pfizer Inc. New York, N.Y. B 1995 3 Sandra Feldman President United Federation of Teachers New York, N.Y. B 1996 Herbert L. Washington Owner HLW Fast Track, Inc. Rochester, N.Y. C 1995 John C. Whitehead (D e p u ty C h a ir m a n ) Chairman AEA Investors Inc. New York, N.Y. C 1996 Maurice R. Greenberg (C h a ir m a n ) Chairman American International Group, Inc. New York, N.Y. C 1997 ° 13 t<D cd -a _ CQ ■5 Class 1 vm o Name and Occupation Term Expires Dec. 31 r<u E pH J: - (D w ZI CT3 ^ <u a> o c/3 “ CO .£ Q£ o £ D . 5 < O 4 COMMITTEE ON RECOMMENDATION OF CANDIDATES FOR DIRECTORS OF THE FEDERAL RESERVE BANK OF NEW YORK November 9, 1995 Recommendation of Candidates in Election of Directors 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 its annual election of a class A and a class B director for three-year terms ending December 31, 1998. Member banks in Group 2 — that is, member banks with capital and surplus of $30 million to $1 billion, inclusive — will participate in this election. The committee, appointed by the bankers associations of New York, New Jersey, and Connecticut to make recommendations 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 2 banks the following individuals, who have consented to serve if elected: For Class A Director ROBERT G. WILMERS Chairman, President, and Chief Executive Officer Manufacturers and Traders Trust Company Buffalo, New York Robert G. Wilmers was born in New York City on April 20, 1934. He received a B.A. degree from Harvard College in 1956 and has also attended the Harvard Graduate School of Business Administration. From 1966 to 1970, Mr. Wilmers served as First Deputy Finance Administrator, and then as Acting Finance Administrator, of New York City. He later became a Vice President at Morgan Guaranty Trust Company, in charge of the bank’s offices in Belgium from 1973 to 1977. He formed his own investment and financial counseling firm in 1980. Since 1983, Mr. Wilmers has headed Manufacturers and Traders Trust Company and its parent holding company, First Empire State Corporation. From 1989 through 1991, he served as a director of the Buffalo Branch of the Federal Reserve Bank of New York. Among his civic activities, Mr. Wilmers serves on the Board of Directors of the Albright Knox Art Gallery, The Business Council of New York State, and the Greater Buffalo Partnership. He also serves on the Governing Council of the New York State Bankers Association, The Banker’s Roundtable, and the Visiting Committee for the John F. Kennedy School of Government at Harvard University. He serves as chairman of the Roswell Park Community Advisory Council. Mr. Wilmers is now a class A director of the Federal Reserve Bank of New York, having been elected for the three-year term ending December 31, 1995. (Over) For Class B Director WILLIAM C. S T E E R E , JR. Chairman of the Board and Chief Executive Officer Pfizer Inc. New York, New York William C. Steere, Jr. was born in Ann Arbor, Michigan, on June 17, 1936. He graduated from Stanford University in 1959 with a B.S. in biology. Mr. Steere began his career with Pfizer in 1959 as a medical service representative. After moving through sales management and domestic product management, he became Director of Marketing for Pfizer Latin America in 1969. In 1972, he returned as Vice President-General Manager of Roerig, a division of Pfizer Pharmaceuticals. He was promoted to Vice President and General Manager for Pfizer Laboratories in 1980, became a Corporate Vice President of Pfizer Inc. in 1983, and was named President of Pfizer Pharmaceuticals Group in 1986. He was elected President and Chief Executive Officer in February 1991 and Chairman in March 1992. Among his civic and professional activities, Mr. Steere is a member of the executive committee of the Pharmaceutical Research and Manufacturers of America; a member of the board of overseers of the Memorial Sloan-Kettering Cancer Center and of The Business Roundtable; and a director of the Council on Competitiveness, the New York University Medical Center, WNET-Thirteen, The Business Council, Texaco Inc., Minerals Technologies Inc., and the New York Botanical Garden. Mr. Steere is now a class B director of the Federal Reserve Bank of New York, having been elected for the three-year term ending December 31, 1995. EDWARD D. MILLER, C om m ittee C hairm an President, Chemical Bank New York, New York T. JOSEPH SEMROD Chairman, United Jersey Bank Hackensack, New Jersey LOUIS J. CAPPELLI Chairman, Sterling National Bank New York, New York RICHARD E. TABER Chairman and Chief Executive Officer First County Bank Stamford, Connecticut ROBERT G. COX President and Chief Executive Officer Summit Bank Summit, New Jersey CHARLES V. WAIT Chairman, President and Chief Executive Officer The Adirondack Trust Company Saratoga Springs, New York Authorization for Officers of Bank Holding Company To Designate Subsidiary Member Bank to Participate in Elections of Directors of Federal Reserve Bank of New York D istrict N o. 2 A t a meeting of the Board of Directors (or of its Executive Committee) of the (N a m e an d L o c a tio n o f B a n k H old in g C o m p an y) d u ly called a n d held on t h e ......................d ay o f ..........................................., d u ly m ade a n d seconded, it was 19............., on m otion “ R E S O L V E D , th a t t h e ..... -...... ....... .............. ......... -................. .......................... ........ ...... ...... ........ (T i tl e ( e ) o f d esig n ated officer ( e ) ) of th is bank ho ld in g com pany be a n d (a n y one of them ) is hereby au th o rized to d esignate on behalf of th e com pany from tim e to tim e one su b sid iary bank to p a rtic ip a te in the nom ination a n d election of directors of th e F e d e ra l Reserve B ank of New Y o rk ; Provided, T h a t such su b sid ia ry bank is a m em ber of th e F ed eral Reserve System an d is n o t otherw ise disqualified fro m p a rtic ip a tin g in such elections. “ R E S O L V E D F U R T H E R , T h a t th e a u th o rity h e reb y .g ran ted shall continue in force u n til revoked by the B oard of D ire cto rs of th is b an k holding com pany a n d th a t such a u th o rity h ereto fo re conferred on a n y officer of this bank holding com pany is hereby rev o k ed .” I hereby c e rtify th a t the foregoing is a tru e an d correct copy of a resolution of the B oard of D irecto rs of th is bank h o ld in g com pany, or of its E x ecu tiv e Com m ittee, d uly adopted on th e date specified. I also c e rtify th a t if the foregoing reso lu tio n was adopted by the E x ecu tiv e Com m ittee of th is co m p an y ’s B o ard of D irectors, such E xecutive Com mittee is em pow ered to so act. D ated t h e ................. d ay o f .................................................... , 19................ (O fficial s ig n a tu r e ) (S eal of B ank H olding C om pany ) (T itle ) To Chairman of the B oard of Directors, F ederal R eserve B ank of New Y ork. FEDERAL RESERVE BANK OF NEW Y O R K Designation of Officers Authorized to Cast Vote of Member Bank in Elections of Directors of Federal Reserve Bank of New York D is t r ic t No. 2 A t a meeting of the Board of Directors of the (N a m e an d L o c a tio n o f B a n k ) duly called and held on the.......................... day of........................................ , 19............., on motion duly made and seconded, it was “ RESO LV ED , That the president, any vice president, or the cashier of this bank, or ( I f d e sig n a tio n o f som e officer n o t in clu d ed in th o se m en tio n ed is d esired , in s e r t his title only h e re ) 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 Federal Reserve Bank of New York, in accordance with the provisions of section 4 of the Federal Reserve Act, as amended. “ RESO LV ED FU R T H E R , That the authority hereby granted shall continue in force until revoked by the Board of Directors of this bank and that such authority heretofore conferred on any officer of this bank is hereby revoked.” I hereby certify that the foregoing is a true and correct copy of a resolution of the Board of Directors of this bank, duly adopted on the date specified. Dated the..................... day of......................................................, 19.................. (O fficial s ig n a tu r e ) ( S e a l o f B a n k ) (T itle ) To Chairman of the B oard of D irectors, F ederal R eserve B ank of New Y ork. N om ination for C lass A D irector o f Federal R eserve B ank o f New York For Three-Year Term Ending December 31,1998 District No. 2 G roup No. 2 At a meeting of the Board of Directors of th e............................................................................................................................ (Name of Bank) o f ...............................................................................................................................(or of the Executive Committee of such Board) (City or Town and State) duly called and held on the ............. day o f ............................................................................................................................... 1995, on motion duly made and seconded, it was “ RESOLVED, That ....................................................................................................................................................................... of whose occupation is be, and is hereby, nominated by this bank as a candidate for class A director of the Federal Reserve Bank of New York for the three-year term ending December 31, 1998, 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 eal of B ank) (Official signature) (Title) To MR. MAURICE R. GREENBERG, Chairman of the Board of Directors, Federal Reserve Bank of New York. Chairman, Board of Directors Federal Reserve Bank of New York Federal Reserve RO. Station New York, N.Y. 10045 N om ination for C lass B D irector o f Federal R eserve B ank o f New York For Three-Year Term Ending December 31,1998 District No. 2 G roup No. 2 At a meeting of the Board of Directors of th e............................................................................................................................ (Name of Bank) o f ...............................................................................................................................(or of the Executive Committee of such Board) (City or Town and State) duly called and held on the ..............day o f ............................................................................................................................... 1995, on motion duly made and seconded, it was “ RESOLVED, That ...................................................................................................................................................................... o f ........................................................................................................................................................................... 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 three-year term ending December 31, 1998, 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 eal of B ank) (Official signature) (Title) To MR. MAURICE R. GREENBERG, Chairman of the Board of Directors, Federal Reserve Bank of New York.
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