BOARDS OF DIRECTORS, ADVISORY COUNCILS, AND OFFICERS

Federal Reserve Bank of Richmond Community Depository Institutions Board of Directors Advisory Council The Bank’s board of directors oversees the manage- Created in 2011, the Bank’s Community Depository ment of the Bank and its Fifth District offices, provides Institutions Advisory Council advises the Bank’s timely business and economic information, participates management and the Board of Governors on the in the formulation of national monetary and credit poli- economy, lending conditions, and other issues from cies, and serves as a link between the Federal Reserve the perspective of banks, thrifts, and credit unions with System and the private sector. Six directors are elected total assets under $10 billion. The council’s members by banks in the Fifth District that are members of the are appointed by the Bank’s president. Federal Reserve System, and three are appointed by the Board of Governors. Directors who are not bankers Community Investment Council appoint the Bank’s president and first vice president Established in 2011, the Community Investment Council with approval from the Board of Governors. advises the Bank’s management about emerging issues and trends in communities across the Fifth District, The Bank’s board of directors annually appoints the including low- and moderate-income neighborhoods Fifth District’s representative to the Federal Advisory in urban and rural areas. The council’s members are Council, which consists of one member from each of appointed by the Bank’s president. the 12 Federal Reserve Districts. The council meets four times a year with the Board of Governors to Payments Advisory Council consult on business conditions and issues related to Created in 1978, the Payments Advisory Council the banking industry. serves as a forum for communication with financial institutions about financial services provided by the Baltimore and Charlotte Branches Federal Reserve. The council helps the Bank respond Boards of Directors to the evolving needs of its banking constituency. The Bank’s Baltimore and Charlotte branches have Council members are appointed by the Bank’s first separate boards that oversee operations at their vice president. respective locations and, like the Richmond Board, contribute to policymaking and provide timely busi- Listings of boards and councils include all members who served ness and economic information about the District. Four during 2012. directors on each of these boards are appointed by the Richmond directors, and three are appointed by the Board of Governors.

THANK YOU Thank you to those directors who have completed their service on our boards: Margaret E. McDermid, who served as chairman of the Richmond Board, and Richard J. Morgan of the Richmond Board; and Claude C. Lilly, who served as chairman of the Charlotte Board.

We also welcome our new directors: Brad E. Schwartz of the Richmond Board; and Elizabeth A. Fleming, John S. Kreighbaum, and Paul E. Szurek of the Charlotte Board

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Federal Reserve Bank of Richmond | 2012 ANNUAL REPORT BOARD OF DIRECTORS, FEDERAL RESERVE BANK OF RICHMOND

From the left, front row: Wilbur E. Johnson, Margaret E. McDermid, Marshall O. Larsen, Russell C. Lindner, Richard J. Morgan; back row: Patrick C. Graney, III, Linda D. Rabbitt, Edward L. Willingham, IV, Alan L. Brill

CHAIRMAN Wilbur E. Johnson Edward L. Willingham, IV Margaret E. McDermid Managing Partner President Senior Vice President and Young Clement Rivers, LLP First Citizens Bank and Chief Information Officer Charleston, First Citizens BancShares, Inc. Dominion Resources, Inc. Raleigh, Richmond, Virginia Marshall O. Larsen Retired Chairman, President and DEPUTY CHAIRMAN Chief Executive Officer Linda D. Rabbitt Goodrich Corporation Chairman and Chief Executive Officer Charlotte, North Carolina Rand Construction Corporation Washington, D.C. Russell C. Lindner Chairman and Chief Executive Officer Alan L. Brill The Forge Company Washington, D.C. FEDERAL ADVISORY COUNCIL President and Chief Executive Officer REPRESENTATIVE Capon Valley Bank Richard D. Fairbank Wardensville, West Virginia Richard J. Morgan Chairman and Chief Executive Officer Regional President Capital One Financial Corporation Sandy Spring Bank Patrick C. Graney, III McLean, Virginia Maxum East Regional President Annapolis, Maryland Maxum Petroleum Belle, West Virginia

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Federal Reserve Bank of Richmond | 2012 ANNUAL REPORT BOARD OF DIRECTORS, BALTIMORE BRANCH

From the left, front row: Samuel L. Ross, Jana Wheatley, Jenny G. Morgan; back row: Stephen R. Sleigh, Anita G. Newcomb, William B. Grant, James T. Brady

CHAIRMAN Anita G. Newcomb Jana Wheatley Jenny G. Morgan President and Managing Director President President A.G. Newcomb & Company Warwick Enterprises, Inc. basys, inc. Columbia, Maryland East New Market, Maryland Linthicum, Maryland Samuel L. Ross James T. Brady Chief Executive Officer Managing Director – Mid-Atlantic Bon Secours Baltimore Health System Ballantrae International, Ltd. Baltimore, Maryland Ijamsville, Maryland Stephen R. Sleigh William B. Grant Fund Director Chairman, President and IAM National Pension Fund Chief Executive Officer Washington, D.C. First United Corporation and First United Bank & Trust Oakland, Maryland

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Federal Reserve Bank of Richmond | 2012 ANNUAL REPORT BOARD OF DIRECTORS, CHARLOTTE BRANCH

From the left, front row: David J. Zimmerman, Robert R. Hill, Jr., Lucia Z. Griffith, John S. Kreighbaum; back row: Claude Z. Demby, Christopher J. Estes

CHAIRMAN Lucia Z. Griffith Claude C. Lilly* David J. Zimmerman Chief Executive Officer and Principal Dean President METRO Landmarks College of Business and Southern Shows, Inc. Charlotte, North Carolina Behavioral Science Charlotte, North Carolina Clemson University Robert R. Hill, Jr. Clemson, South Carolina Claude Z. Demby President and Chief Executive Officer Chief Executive Officer SCBT Financial Corporation Noël Group, LLC Columbia, South Carolina Zebulon, North Carolina John S. Kreighbaum Christopher J. Estes President and Chief Executive Officer Executive Director Carolina Premier Bank and North Carolina Housing Coalition Premara Financial, Inc. Raleigh, North Carolina Charlotte, North Carolina * Claude Lilly left the board in June 2012.

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Federal Reserve Bank of Richmond | 2012 ANNUAL REPORT COMMUNITY DEPOSITORY INSTITUTIONS ADVISORY COUNCIL

From the left: John R. Lane, Jan Roche, Michael L. Middleton, F. Michael Nelson, Kathleen Walsh Carr, G. William Beale, Charles H. Majors, Kim D. Saunders, F. Edward Broadwell, Jr.

Chairman R. Wayne Hall Carl Ratcliff Charles H. Majors* President and Chief Executive Officer President and Chief Executive Officer Chairman and Chief Executive Officer First Federal Savings & Loan and ABNB Federal Credit Union American National Bank and First Financial Holdings, Inc. Chesapeake, Virginia American National Bankshares, Inc. Charleston, South Carolina Danville, Virginia Jan Roche John R. Lane President and Chief Executive Officer G. William Beale President and Chief Executive Officer State Department Federal Credit Union President and Chief Executive Officer Congressional Bank Alexandria, Virginia Union First Market Bank Bethesda, Maryland Ruther Glen, Virginia Kim D. Saunders Michael L. Middleton President and Chief Executive Officer F. Edward Broadwell, Jr. Chairman and Chief Executive Officer Mechanics & Farmers Bank Chairman and Chief Executive Officer Community Bank of Tri-County Durham, North Carolina HomeTrust Bank Waldorf, Maryland Asheville, North Carolina Gwen Thompson F. Michael Nelson President and Chief Executive Officer Kathleen Walsh Carr President and Chief Executive Officer Clover Community Bank and President Pleasants County Bank Clover Community Bankshares, Inc. Cardinal Bank/Washington St. Mary’s, West Virginia Clover, South Carolina Washington, D.C.

*In 2012, Charles H. Majors served as the Fifth District’s representative on the Community Depository Institutions Advisory Council at the Federal Reserve Board of Governors.

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Federal Reserve Bank of Richmond | 2012 ANNUAL REPORT COMMUNITY INVESTMENT COUNCIL

From the left: Chris Kukla, Clarence J. Snuggs, John Hamilton, Marlo Long, Mike Franklin, Mark Sissman, Michel Zajur, Connie G. Nyholm, Samuel L. Erwin, R. Scott Woods

CHAIRMAN John Hamilton Mark Sissman Chris Kukla President President Senior Counsel for Government Affairs City First Enterprises Healthy Neighborhoods, Inc. Center for Responsible Lending Washington, D.C. Baltimore, Maryland Durham, North Carolina Marlo Long Clarence J. Snuggs Samuel L. Erwin Vice President, Community Deputy Secretary President and Chief Executive Officer Development Specialist Maryland Department of Housing The Palmetto Bank and BB&T Corporation and Community Development Palmetto Bancshares, Inc. Charleston, West Virginia Crownsville, Maryland Greenville, South Carolina Sandra Mikush R. Scott Woods Mike Franklin Deputy Director President and Chief Executive Officer Owner Mary Reynolds Babcock Foundation South Carolina Federal Credit Union Franklin’s Brewery Winston-Salem, North Carolina North Charleston, South Carolina Hyattsville, Maryland Connie G. Nyholm Michel Zajur Jonathan Gueverra Co-owner and Managing Partner President and Chief Executive Officer Chief Executive Officer VIRginia International Raceway Virginia Hispanic Chamber of Commerce University of the District of Columbia Alton, Virginia Richmond, Virginia Community College Washington, D.C.

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Federal Reserve Bank of Richmond | 2012 ANNUAL REPORT PAYMENTS ADVISORY COUNCIL

From the left, front row: Ronald L. Bowling, Gail Ball, David Willis, Kristi A. Eller; middle row: Allen Young, Rodney Epps, R. Lee Clark; back row: Scott Jennings, Jeff W. Dick,C had Harmon

CHAIRMAN Tanya A. Butts Jeff W. Dick Janine George Martin W. Patterson Executive Vice President and President and Chief Executive Officer Senior Vice President and Senior Vice President, Chief Operating Officer MainStreet Bank Director of Operations Banking Operations The South Financial Group Herndon, Virginia Paragon Commercial Bank Lexington, South Carolina Raleigh, North Carolina SunTrust Banks Tim Dillow Richmond, Virginia Mitch Christensen Senior Vice President Tina Giorgio Gail Ball Executive Vice President, BB&T Corporation Senior Vice President Senior Vice President, Enterprise Payments Strategy Wilson, North Carolina Sandy Spring Bank Treasury Management Operations Wells Fargo & Company Columbia, Maryland Scottsdale, Arizona Kristi A. Eller Capital One Bank Chief Information Officer / A. Mitchell Godwin Richmond, Virginia R. Lee Clark Executive Vice President Operations Vice President Matthew Boss Executive Vice President, Operations Yadkin Valley Bank and The Conway National Bank Checking and Debit Executive TowneBank Trust Company Conway, South Carolina Suffolk, Virginia Elkin, North Carolina Bank of America Kenneth L. Greear Charlotte, North Carolina Daniel O. Cook, Jr. Rodney Epps Executive Vice President Ronald L. Bowling Executive Vice President and Senior Vice President and United Bank President and Chief Chief Operating Officer Chief Operating Officer Charleston, West Virginia Executive Officer Arthur State Bank Industrial Bank of Washington Union, South Carolina Washington, D.C. Leton L. Harding, Jr. First Peoples Bank Executive Vice President Mullens, West Virginia Valerie Curtis Gerry Felton Powell Valley National Bank Vice President, Member Services Senior Vice President – Wise, Virginia Coastal Federal Credit Union Operations Director Raleigh, North Carolina PNC Bank Rocky Mount, North Carolina 42

Federal Reserve Bank of Richmond | 2012 ANNUAL REPORT PAYMENTS ADVISORY COUNCIL

From the left, front row: Susan Haschen, A. Mitchell Godwin, Rick Rhoads; middle row: Gerry Felton, Tim Dillow, John Zazzera, Tina Giorgio, Adrian S. Johnson; back row: Martin W. Patterson, Gayle Youngblood, E. Stephen Lilly

Chad Harmon Adrian S. Johnson John Russ Allen Young Senior Vice President – Senior Vice President and President and Chief Executive Officer President and Chief Operations Manager Chief Financial Officer Community FirstBank Executive Officer South Carolina Bank and Trust MECU of Baltimore, Inc. of Charleston SOCACHA – South Carolina Orangeburg, South Carolina Baltimore, Maryland Charleston, South Carolina ACH Association Columbia, South Carolina Susan Haschen John J. King Wanda S. Shade Vice President, Operations President Senior Vice President, Gayle Youngblood Easton Bancorp, Inc. MACHA – The Mid-Atlantic Retail Banking Senior Operations Manager Easton, Maryland Payments Association Frederick County Bank State Employees Credit Hanover, Maryland Frederick, Maryland Union of Maryland David Hines Linthicum, Maryland Senior Vice President and Cashier E. Stephen Lilly Woody Shuler Community Bank of Parkersburg Senior Vice President and Vice President, Finance John Zazzera Parkersburg, West Virginia Chief Operating Officer SRP Federal Credit Union Senior Vice President, First Community Bancshares, Inc. North Augusta, South Carolina Head of Payment Operations Rex Hockemeyer Bluefield, Virginia TD Bank Executive Vice President, Samuel A. Vallandingham Mount Laurel, New Jersey Director of Operations and IT Eileen M. Pirson Senior Vice President and Union First Market Bankshares Group Vice President, Chief Information Officer Corporation Central Operations Administration The First State Bank Ruther Glen, Virginia M&T Bank Barboursville, West Virginia Amherst, New York Scott Jennings David Willis Senior Vice President and Rick Rhoads Senior Vice President, Chief Operating Officer Senior Vice President, E-Services Debit Card and Funds Services Note: The council’s membership year runs from June 1 to May 31, Summit Community Bank State Employees’ Credit Union Navy Federal Credit Union but this listing includes all Moorefield, West Virginia Raleigh, North Carolina Vienna, Virginia members who served during 2012. 43

Federal Reserve Bank of Richmond | 2012 ANNUAL REPORT