Z Foundation OMB No 15450052 Form 990-PF Return of Private or Section 4947(a)(1) Nonexempt Charitable Trust Department of the Treasury Treated as a Private Foundation Internal Revenue Service Note : The organrzafron may be able to use a copy of this return to satisfy state iepoi 2004 For calendar or tax veer baainnina . and ending

Use the IRS Name of organization A Employer identification number label. otherwise, HE FRANK W . & SUE MAYBORN FOUNDATION 74-6067859 print Number and street (a P O box number A mad is not delivered to street address) Room/suite g Telephone number 01type. 10 S 3RD ST 254 778-4444 See specific City or town, state, ZIP code C H exemption application is pending, check here , Instructions . and TEMPLE , TX 76501-7619 D 1. Foreign organizations, check here 1[] 2 . Foreign organizations meehng the 85% test H Check type of organization : ~ Section 501(c)(3) exempt private foundation check here and anacn ~o~P~canon ...... 1D Section 4947(a)(1) nonexempt charitable trust = Other taxable private foundation E If private foundation status was terminated I Fair market value of all assets at end of year J Accounting method: [f] Cash ~ Accrual under section 507(b)(1)(A), check here 10 (from Part 11, coL (c), line 76) D Other (specify) F If the foundation is to a 60-month termination 15 , 58 2 . 33 9 . (E'~ l~ column (d) must be on cash basis.) under section 507(b)( 1 B check here { / Analysis of Revenue and Expenses (e) Revenue and (6) Net investment (c) Adjusted net (d) Disbursements (The total of amounts in columns (b) (c), and (d) may not for charitable purposes necessarily equal me amounts .n column ~~a~.~ expenses per books income income (cash bay only) 1 Contributions, gifts, grants, etc., received , . 3 , 800 , 000 . N 2 Check 1o-= dthefiunda6on is not required to attach Sch B Ihege~tr and temporary 5 , 517 . 5 , 517 . STATEMENT 1 4 Dividends and interest from securities. 415 , 117 . 415 , 117 . STATEMENT 2 5a Gross rents . b Net rental income a puss) Net gam or Qoss) from sale of assess not on m 6a line 10 , . _ 7 Gross sales price for all m b assets on line 6a m 7 Capital gain net income (from Part IV, line 2) _ . 8 Net short-term capital gain 9 income modifications Gross sales less returns 108 ~d allowances b Less Cost of goods sold c Gross profit or (loss) i t Other income 12 Total. Add lines 1 through t t 4 , 220 , 634 . 420 , 634 . 13 Compensation of officers, directors, trustees etc. 0 . 0 . 0 . 0 14 Other employee salaries and wages 15 Pension plans, employee benefits 18a Legal fees o m b Accounting fees .. STMT . 3_ . 2 , 165 . 600 . 1 , 565 . c Other professional foes' _ _ ,.STMT 4 3 . 3 . 0 . > 17 Interest 18 Taxes STMT 5 6 , 104 . 0 . 0 . CJ 2 19 Depreciation and depletion _ _ 20 Occupancy a 21 Travel, conferences, and meetings V X 22 Printing and publications ~ 23 other expenses . . . _ . STMT 6_ _ 96 . 0 . 0 . m 24 Total operating area administrative expenses . Add lines 13 through 23 8 368 . . 1 565 . 0 , 603 , 25 Contributions, gifts, grants paid 1 , 547 , 999 . 1 5 4 7 9 9 9 . 28 Total expenses end disbursements . Addlines 2aand2s 1 , 556 , 367 . 603 . 1 , 549 , 564 . 27 Subtract line 26 from line 12: 8 Excess of revenue over expenses and disbursements 2 , 664 , 267 . b Net investment income (if negative, enter -o-) 420 , 031 . 1 c Adjusted net income (t negative, enter -0-) _ N/ A LHA for Privacy Act and Paperwork Redaction Act Notice, see the instructions . Form 990-PF (2004) 423501 ~~,, 01-03-OS r

Form 99o-PF (2004) THE FRANK W . & SUE MAYBORN FOUNDATION 74-6067859 Page 2 Beginning End of year ~~ Balance Sheets ndat~earamountsonly~n ~~mnsn udbefor (s) Book Value (b) Book Value (c) Fair Market Value 1 Cash - non-interest-bearing 2 Savings and temporary cash investments 3 , 648 , 979 . 6 , 929 , 676 . 6 , 929 , 676 . S Accounts receivable Less: allowance for doubtful accounts 10, 4 Pledges receivable 0, Less: allowance for doubtful accounts 5 Grants receivable 8 Recemables due from officers, directors, trustees, and other disqualified persons Offier notes and bans receivable Less: allowance for doubtful accounts 10, w 8 Inventories for sale or use . . , . . . _. , . . __ _ __ a wm 9 Prepaid expanses and deferred charges - - - -- a ton Investments - u.5. and state government obligations hSTMT. .8 . _ 9 , 096 , 278 . 8 , 479 , 944 . 8 , 652 , 663 . a Investments - corporate stock c Investments - corporate bonds _ 11 Investments -land, buildings, and equipment basis Less accumulated depreaahon . _ . _ _ _ .1 12 Investments - mortgage loans 13 Investments - other 14 Land, buildings, and equipment* basis " . . Less accumulated depreciation 15 Other assets (describe " STATEMENT 4 ) 96 .1 0 . 1 0 .

17 Accounts payable and accrued expenses 18 Grants payable _ , m 19 Deferred revenue 20 Loans from officers, directors, trustees, and other disquatdied persons

2 21 Mortgages and other notes payable J 22 Other liabilities (describe No. )

Organizations that follow SEAS 117, chock here " U and complete lines 24 through 28 end lines 30 end 31. w 24 Unrestricted W 25 Temporarily restricted . _ _ a m 28 Permanently restricted Organizations that do not follow SFAS 117, check here " Ejfl . "' and complete lines 27 through 3 1. 27 Capital stock, trust principal, or current funds . . 12 , 7 4 .1 15 .409 .620 . 10 28 Paid-in or capital surplus, or land, bldg., and equip'equipmentm" fund ...... a 29 Retained earnings, accumulated income, endowment, or other funds .. m 30 Total net assets or fund balances -- -- 12 , 7 4

Part Itl Analysis of Changes in Net Assets or Fund Balances

1 Total net assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) 2 Enter amount from Part I, line 27a _ _ 3 Other increases not included in line 2 (itemize) 4 Add lines 1, 2, and 3 1 5 Decreases not included in line 2 (itemize) 8 Total net assets or fund balances at end of year (line 4 minus line 5) - Part II, column (b), line 30 Form 990-PF (2004) 423511 01-0305 ~I

Form 990-PF (2004) THE FRANK W . & SUE MAYBORN FOUNDATION 74-6067859 Pac a Part IV Capital Gains and Losses for Tax on Investment Income (a) List and describe the kind(s) of property sold {e.g ., real estate, (b' How acquired I (c) Date acquired I (d) Date sold 2-story back warehouse ; or common stock, 200 shs. Mt~C Co.} p - DonaUon (mo, day, yr.) , (mo., da r.

b c a e (e) Gross sales pace (f) Depreciation allowed I (y) Cost or other basis (h) Gam or (loss) (or allowable) plus expense of sale (e) plus (fl minus (g) e b c a e omplete only for assets in column (h) and owned by the foundation on 12131169 (I) Gams (Col . (h) gain minus (j) Adjusted basis (k) Excess of col. (i) col. (k), but not less than -0-) or (i) F.M.V. as of 12f31/69 as of 1?131/69 over col. (j), if any Losses (from col. (h))

A b c e e

! If gam, also enter in Part I, line 7 2 Capital gain net income or net capital loss). l If (toss), enter -0- m Part I, line 7 3 Net short-term capital gam or (loss) as defined m sections 1222(5) and (6): If gam, also enter in Part I, line 8, column (c). If (loss), enter -0- in Part 1. line 8 I Part V 1 waufication under tsection 494o(e) for Reduced Tax on Net investment income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income .)

If section 4940(d)(2) applies, leave this part blank.

Was the organization liable tar the section 4942 tax on the distrihuta6le amount of any year in the base period? =Yes EfI No If "Yes," the organization does not quality under section 9940(e) . Do not complete this part. 1 Enter the appropriate amount in each column for each year; see instructions before making any entries.

Base period years Distribution ratio Calendar ear or tax ear beginning in Adjusted qualifying distributions Net value of nonchantable-use assets (col. (b) divided by col. (c)) 2003 4,915,432 . 11 .142,783 . .4411314

V ..' V i -#,Q V . 2 783 .841 . .0912337

2 Total of line 1, column (d) . . .. ._ . _ . _ _ . .., 2 8 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years _ . _ _ . . _ . _ _ . , . , ._ _ . . . , S

4 Enter the net value of nonchantable-use assets for 2004 from Part X, line 5 . .. _ ___. _ _ . _. _ . . ., 4

5 Multiply line 4 by line 3

8 Enter 1% of net investment income (1% of Part I, line 276) _,. 8

7 Add lines 5 and 6 7 .3 1 Q 4 11 J .

8 Enter qualifying distributions from Part XII, line 4 s 1 , 549 , 564 . If line 8 is equal to or greater than line 7, check the box m Part VI, line 1b, and complete that part using a 1% tax rate . See the Part VI instructions . 423521/01-03-05 Form 990-PF (2004) Form 990-PF (2004) THE FRANK W . & SUE MAYBORN FOUNDATION 74-606785 9 Page 4 Part VI Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948 - see instructions) 1a Exempt operating foundations described in section 4940(d)(2), check here 1 (.-J and enter °N/A' on line 1. Date of ruling letter : (attach copy of puling letter if necessary-see instructions) b Domestic organizations that meet the section 4940(x) requirements in Part V, check here 1 [] and enter 1% of Part 1, line 27b c AU other domestic organizations enter 2% of line 276. Exempt foreign organizations enter 4% of Part I, line 12, col. (b) 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 3 Add fines 1 and 2 a . 8,40 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only . Others enter -0-) 4 5 Tax based on investment income . Subtract tine 4 from line 3.1f zero or less, enter -0- 8 Credits/Payments: e 2004 estimated tax payments and 2003 overpayment credited to 2004 0a 7 .4 b Exempt foreign organizations - tax withheld at source Bb c Tax paid with application far extension of time to file (Form 8868) _ . __ ._ ,.., . . . Be d Backup withholding erroneously withheld 8d 7 Total credits and payments. Add lines 6a through 6d. _ . . _ . . _ . _ _. . . , _ ,_ . . , , . 8 Enter any penalty for underpayment of estimated tax. Check here .[] if Form 2220 is attached 9 Tax due . If the total of lines 5 and 8 is more than line 7, enter amount owed ------" e 1 10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid . ,. _ 1 10 11 Enter the amount of line 10 to be: Credited to 2005 estimated tax Refunded LI

1a During the tax year, did the organization attempt to influence any national, state, or local legislation or did it participate or intervene in Yes] No any political campaign? 1a X b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see instructions for definition)? 1b X If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials published or distnbuted by the organization in connection with the activates. c Did the organization file Form 1120-POL for this year? 1c X d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year : (1) On the organization . * $ 0 . (2) On organization managers. O p.$ ~ . e Enter the reimbursement (if any) paid by the organization during the year for political expenditure tax imposed on organization managers . l$ 2 Has the organization engaged m any activities that have not previously been reported to the IRS? 2 X If "Yes, " attach a detailed description of the activities. 3 Has the organization made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other similar instruments if "Yes, " attach a conformed copy of the changes -- - -- 3 X 4s Did the organization have unrelated business gross income of $1,000 or more during the year? 4a X b If "Yes; has it filed a tax return on Farm 990-T for this years N/A 4b 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? _ _ . , _ _ _ . _ . .. . _ . 5 X If "Yes, " attach the statement required by General Instruction T 8 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied ether " By language in the governing instrument, or " By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain m the governing instrument? _ _ _ . . .. . X 7 Did the organization have at least $5,000 in assets at any time during the yeah ._ , . _ . . -. _ .. . _ . _...... _ _ 7 X If "Yes, " complete Part l1, col. (c), and Part XV. 8a Enter the states to which the foundation reports or with which it is registered (see instructions) 01, b If the answer is "Yes" to line 7, has the organization furnished a copy of Form 990-PF to the Attorney General (or designate) of each state as required by general Instruction G? !f "No, " attach explanation 86 X 9 Is the organization claiming status as a private operating foundation within the meaning of section 4942(j)(3) or 4942(j)(5) for calendar year 2004 or the taxable year beginning m 2004 (see instructions for Part XIV)? If "Yes, " complete Part XlV 9 X 10 Did any persons become substantial contributors during the tax year? If 'Yes,- attach a schedule listing their names and addresses 10 X 11 Did the organization comply with the public inspection requirements for its annual returns and exemption application? 11 X Web site address 1 N/A 12 The books are in care of " SUB MAYBORN Telephone no.00~ (254) 778-4444 Locatedat " 10 S 3RD ST TEMPLE, TEXAS zIP+4 176502-7619 18 Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 - Check here _ ...... __ _. . _ _ _ 1 C] and enter the amount of tax-exempt interest received or accrued during the veer 1 1 . . 18 1 N/A Form 990-PF (2004) 'e

Form 990-PF (2004) TWF FR ANK W _ 1G qT7F MAYRnRN FnTTNDAT2 nN 74-6067859 Page 3 B I Statements Regarding Activities File Form 4720 if any item is checked in the "Yes" column, unless an exception applies. Yes NO 1a During the year did the organization (either directly or indirectly) ; (1) Engage m the solo or exchange, or leasing of property with a disqualified person? Yes ~] No (2) Borrow money tram, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? .= Yes No (8) Furnish goods, services, or facilities to (or accept them from) a disqualified person? SEE STATEMENT 7 , ~ Yes ~ No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? Yea [qJ No (5) Transfer any income or assets to a disqualified person for make any of either available far the benefit or use of a disqualified person)? . 0 Yes EKI No (8) Agree to pay money or property to a government official? (Exception. Check 'No' it the organization agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days.) Yes EK] No h If any answer is 'Yes" to 1a(1)-(6), did any of the acts fad to quality under the exceptions described in Regulations section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)? 1b X Organizations relying on a current notice regarding disaster assistance check here c Did the organization engage in a prior year m any of the acts described m la, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2004? _ ,_ ._ .._ tc X 2 Taxes on failure to distribute income (section 4942) (does not apply for years the organization was a prorate operating foundation defined in section 4942(j)(3) or 4942(j)(5)): a At the end of tax year 2004, did the organization have any undistributed income (lines 6d and Be, Part XIII) for tax years) beginning before 2004 o Yes EKI No If "Yes;' list the years ` , b Are there any years listed in 2a for which the organization is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets) to the year's undistributed income? (If applying section 4942(a)(2) to ell years fisted, answer "No" and attach statement-see instructions.) N/A 2b a IS the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here. 1 8e Did the organization hold more than a 2% direct or indirect interest m any business enterprise at any time during the year? _ = Yes [j0 No b If "Yes; did it have excess business holdings in 2004 as a result of (1) any purchase by the organization or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest or (8) the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine if the organization had excess business holdings in 2004.) __. _ . .. _ . , _._ .. _ . _ . . N/A . 3b 4e Did the organization invest during the year any amount in a manner that would jeopardize its charitable purposes? 4a X 4 Did the organization make any investment in a prior year (but after December 31, 1969) that could jeopardize its charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2004? 46 X 5a During the year did the organization pay or incur any amount to: (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? _ .. ,. _ ...... E::] Yes [XI No (2) Influence the outcome of any specific public election (see section 4955); or to carry on, directly or indirectly, any voter registration drive? . _ ._ . . __ , _ .. _ . . . _ _ .. . _ .. . _ . _ _ . . _ F-1 Yea EK) No (S) Provide a grant to an individual for travel, study, or other similar purposes? [] Yes EjEj No (4) Provide a grant to an organization other than a charitable, etc., organization described In section 509(a)(1), (2), or (3), or section 4940(d)(2)? ._ __ _ , _ _ . _ [] Yes El] No (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals? . _ _.__ . _ .. _ _ . . . . _ .. _ . . _ . _ _. = Yes, ETEI No b If any answer is "Yes° to 5a(1)-(5), did any of the transactions fail to quality under the exceptions described in Regulations section 53 .4945 or in a current notice regarding disaster assistance (see instructions)? _  , .,. . ,.  _, ,. _. N /.A  5b Organizations retying on a current notice regarding disaster assistance check here c If the answer is "Yes' to question 5a(4), does the organization claim exemption from the lax because rt maintained expenditure responsibility for the grant? . . . _ . . _ _ _ ...... , ,. N/A , ~ Yes [] No If "Yes, " attach the statement required by Regulations section 53.4945-5(d). Ba Did the organization, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? Yes EE No 6 Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? 86 X If you answered "Yes" to 6b, also file Form 8870 . Form 990-PF (2004)

423541 01-03-05 THE FRANK W . & SUE MAYBORN FOUNDATION 74-6067859 Information About Officers, Directors, Trustees, Foundation Managers, Highly Page s Part VI11 Paid Employees, and Contractors 1 List all officers, directors, trustees, foundation managers and their compensation . (b) Tibe, and average (c) Compensation (d~conmnunonsro (e) Expense (a) Name and address hours per week devoted (It not paid, emp and ae°te,'ret~ians account, other to oosition enter -0-) comnansxuon allowances

2 Compensation of five highest-paid em ployees (other than those included on line 1) . If none, enter "NONE." Title and average (d~conmnutonsm a Expense (a) Name and address of each employee paid more than $50,000 ~ ours er week (c) Compensation emp aned deereaccount, other devoted ~O DOSIUOfI I I comnensahon I allowances

Total number of other employees paid over $50,000 11- 1 Q 3 Five highest-paid independent contractors for professional services. If none, enter "NONE." (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation NONE

Total number of others recenrmg over $50,000 for professional services

List the foundation's four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses 1 N/A

2

3

4

Form 990-PF (2004) Form 990-PF (2004) THE FRANK W . & SUE MAYBORN FOUNDATION 74-6067859 Page ? Part IX-B Summary of Program-Related Investments

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount

2

All other program-related investments. See instructions. 3

Total. Add lines 1 through 3

Part X Minimum investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)

1 Fair market value of assets not used (or held for use) directly m carrying out charitable, etc., purposes : e Average monthly fair market value of securities _ __ b Average of monthly cash balances _ . . _. _ .__ _ _ . ., .._ _ . _ . . _ . . c Fair market value of all other assets d Total (add lines 1a, b, and c) e Reduction claimed for blockage or other factors reported on fines 1a and 1c (attach detailed explanation) I 1e 2 Acquisition indebtedness applicable to line 1 assets 3 Subtract tine 2 from line 1d .-- 4 Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see instructions) 5 Net value of noncherita6le-use assets, Subtract line A from line 3. Enter here and on Part V, line 4 8 Minimum investment return . Enter 5% of fens 5 DIStribUt7ble Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here lo. Eland do not complete this part) 1 Minimum investment return from Part X, line fi . _, . . . 1 2a Tax on investment income for 2004 from Part VI, line 5 2e g 4 01 . b Income tax for 2004. (This does not include the tax from Part V! .) _ _ _ . . .., 26 c Add lines 2a and 2b 2a 3 Distributabte amount before adjustments . Subtract line 2c from line 1 .. ... __ , . _ _ . _ _ . . .. ,_ , . 8 4 Recoveries of amounts treated as qualifying distributions 4 5 Add lines 3 and 4 5 B Deduction from distributable amount (see instructions) _ ._ _. _ _ _ _. , _.. . . . _ .. . _ _ . ._ . ' 6 T Distributable amount as adjusted . Subtract line 6 from line 5. Enter here and on Part XIII, line 1 7 Part X(1 Qualifying Distributions see instructions)

1 Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes : a Expenses, contributions, gifts, etc. - total from Part I, column (d), line 26 . __ . ._ . ,. __ , _ , . . . . is 1 ,549,564 . b Program-related investments -total from Pan IX-B . . , 1b 0 . 2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc., purposes ., ., . , , 2 3 Amounts set aside for specific charitable projects that satisfy the: a Suitability test (priar IRS approval required) 3a b Cash distribution test (attach the required schedule) 8b 4 Qualifying distributions . Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIIi, line 4 a 1 , 549 , 564 . 5 Organizations that qualify under section 4940(x) for the reduced rate of tax on net investment income. Enter 1% of Part I, fine 27b . .. _ . . _ _ _ , _ , . . ._ . . . , _ _ . . _ 5 0 . 8 Adjusted qualifying distributions. Subtract line 5 from line 4 _ . _ , . . . . _ . ,_ _. ._ . _ . _ s 1 , 5 49 , 564 . Note : The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years. Form 990-PF (2004)

423561 07-03-OS Form 99o-PF (2004) THE FRANK W . & SUE MAYBORN FOUNDATION 74-6067859 Page 8 Part Xtll Undistributed Income see instructions) (a) icy (a) Corpus Years prior to 2003 2003 2004 1 Distnbutable amount for 2004 from Part XI, line 7 _ _ 620 065 . 2 Undistributed income, if any, as of the end 012003 a Enter amount for 2003 only . , _ _ . . b Total for prior years:

8 Excess distributions carryover, if any, ~to 2004: a From 1999 b From 2000 ' . c From toot 3 , 991 , 498 . d From 2002 ~ 4 , 192 , 178 . e From 2003 4 , 919 , 856 . f Total of lines 3a through e , . _ . ,. 3 , 103 , 532 . 4 Qualifying distributions for 2004 from Part X11, line 4: 0, $ 1 , 549 , 564 . a Applied to 2003, but not more than line 2a _ b Applied to undistributed income of prior years (Election required - see instructions) c Treated as distributions out of corpus STATEMENT 7 (Election required - see instructions) _ 1 , 549 , 564 . d Applied to 2004 distributable amount e Remaining amount distributed out of corpus 5 Excess distributions carryover applied to 2004 620 065 . 620 065 . Of an amount appears m column (dZ Me same amount must be shown m column (a) ) b Enter the nettotei of each column as indicated below: 8 Corpus Add lines 3f, 4c, and 4e Subtract line 5 4 , 033 , 031 . b Prior years' undistributed income . Subtract line 4b from line 2b c Enter the amount of prior years' undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) Tax has been previously assessed 0 . d Subtract line 6c from line 6b. Taxable amount - see instructions Q . e Undistributed income for 2003. Subtract line 4a nom line 2a. Taxable amount - sea instr. .. f Undistributed income for 2004. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2005 ,. .. 0 . 7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(E)or4942(g)(3) 8 Excess distributions carryover tram 1999 not applied on line 5 or line 7 9 Excess distributions carryover to 2005. Subtract lines 7 and 8 from line 6a 10 Analysis of line 9: a Excess from 2000 b Excess from 2001 3 , 371 , 433 . c Excess tram 2002 4 , 192 , 178 . d Excess from 2003 4 , 919 , 8 5 6 .

Form 9J0-PF (2004) 423571 01-0&OS Form 990-PF instructions and Part VII-A, question 9) t a If the foundation has received a ruling or determination letter that d is a private operating foundation, and the ruling is effective for 2004, enter the date of the ruling _ . b Check box to indicate whether the orga nization is a private operating foundation described in section - or 2 a Enter the lesser of the adjusted not Tax year Prior 3 yeas income from Pan I or the minimum (a) 2004 (b) 2003 (c) 2002 2001 I (e) Total investment return from Part X for each year listed b 85°lo of line 2a c Qualifying distributions from Part XII, line 4 for each year listed __ d Amounts included in line 2c not used directly for active conduct of exempt activities .. . e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from brie 2c 8 Complete 3a, b, or c fog the alternative test relied upon: a Assets' alternative test - enter: (1) Value of all assets (2) Value of assets qualifying under section 4942(j)(3)(B)(i) . . b 'Endowment' alternative test - enter 2I3 of minimum investment return shown in Part X, Tine 6 for each year listed c 'Support alternative test - enter: (1) Total support other than gross investment Income (interest, dividends, rents, payments on securities loans {section 5l2(a)(5)), or royalties) (2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(lii) (8) Largest amount of support from an exempt organization _ _ , .._ l Part X1/ ~ Supplementary Information (Complete this part only if the organization had $5,000 or more in assets at any time during the year-see page 26 of the instructions.) 1 Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5,000) . (see section 507(d)(2) .) ANYSE SUE MAYBORN b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest . NONE 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here " EKI it the organization only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the organization makes gifts, grants, etc. (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number of the person to whom applications should be addressed :

b The form m which applications should be submitted and information and materials they should include :

c Any submission deadlines :

d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors:

423581/0-03-05 Form 990-PF (2004) ar3so1roi-os-o5 Form 990-PF (2004) Form 99o-PF (2004 THE FRANK W . & SUE MAYBORN FOUNDATION 74-6067859 Page 1 l

Part XNI-A Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated . Unrelated business income exomdedl b moo 512 , 513 , a spa (Q) (e) (b) E`c(u- (d) Related or exempt Business ~~e function income 1 Program service revenue : code Amount Amount a b c d e f q Fees and contracts from government agencies 2 Membership dues and assessments S Interest on sarongs and temporary cash investments 14 5 , 517 . 4 Dividends and interest from securities 14 415 . 117 . 5 Net rental income or (loss) from real estate: a Debt-financed property __ b Not debt-financed property 8 Net rental income or (doss) from personal . .

7 Other investment income S Gam or (loss) from sales of assets other . than inventory ., D Net income or (loss) from special events . 10 Gross profit or (loss) from sales of inventory 11 Other revenue ; a b c d e T~ 12 Subtotal . Add columns (b), (d), and (e) 0 . I 42 0 ,634 . 0 . 18 Total. Add line 12, columns (b), (d), and (e) .. . ___ 13 420 , 634 . (See worksheet in line 13 instructions to verify calculations .) Part XV1-B Relationship of Activities to the Accomplishment of Exempt Purposes Form 990-PF (2004) THE FRANK W . & SUE MAYBORN FOUNDATION 74-6067859 PaQe12 Part XVII Information Regarding Transfers To and Transactions and Relationships With Noncharitable

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of Yes NO the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? a Transfers from the reporting organization to a nonchardable exempt organizaUon of. (1) Cash ...... 101 ) X , . . . - ~ - - ~- - - - . (2) Other assets - - - . . . - - ~ ~ -- ~ - - - -- . ..------~ - ...... 1e 2 X b Other transactions ; (1) Sales of assets to a nonchardable exempt organization tb 1 X (2) Purchases of assets from a noncharrtable exempt organization , .  _ , . . 1b 2 X (3) Rental of facilities, equipment or other assets t6 S X (4) Reimbursement arrangements ib 4 X (5) Loans or loan guarantees 1b 3 X (B) Performance of services or membership or fundraising solicitations 1b 0 X c Sharing of facilities, equipment, mailing lists, other assets, or paid employees 10 X d If the answer to any of the above is 'Yes," complete the following schedule. Column (b) should always show the fair market value of the goods, other assets, or services given by the reporting organization . If the organization received less than fair market vale +n any transaction or sharing arrangement, show in

2e Is the organization directly or indirectly affiliated with, or related to, one or mare tax-exempt organizations described m section 501(c) of the Code (other than section 501(c)(3)) or in section 527? ...... Yes ~ No V li N...... I ..ai. "1... i..11~ . . ..~ .. . .~L. . .d . .1~

Name of organization ( /b) Type of organization I it) Description of relationship

Under penalties of penury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, d is true, correct, and complete Declaration of preparer flier than taxpayer a fiduciary) is based on all information of which preparer has any knowledge

' ~ ' PRESIDENT Signatu f officer ar trustee Title Preparer's, Date Check if Prepa~er's ssN a PnN APR 2 8 signature em ployed " D a fl,m Fim'sname (oryours MALTLTSBY & O . , P C' EIN 1 0.> >i=elf-emPbTd), '12222 MERIT DRIVE, SUITE 1820 address,andZIPcodecode DALLAS TX 75251 Phone no. 214-739-4737 Form 990-PF (2004)

423621 01-03-05 Schedule B Schedule of Contributors OMB N o 1545-0047 (Form 990, 990-EZ, or 990-PF) Supplementary Information for Department of the Treasury line 1 of Form 990, 990-EZ, and 990-PF (see instructions) Internal Revenue Service 2004 Name of organization Employer identification number

Organization type check one)

Filers of: Section:

Form 990 or 990-EZ = 501(c)( ) (enter numbed organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF [2:1 501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

0 501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule . (Note: Only e section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Spade! Rule-see instructions.)

General Rule-

For organizations fling Form 990, 990-EZ, or 990-PF that received, during the year; $5,000 or more (n money or property) from any one contributor (Complete Parts I and II.)

Special Rules-

For a section 501(c)(3) organization filing Form 990, or Form 990-EZ, that met the 33 i/3% support test of the regulations under sections 509(a)(1)/170(b)(1)(A)(v) and received from any one contributor, during the year, a contribution of the greater of $5,000 or 2% of the amount on line 1 of these forms. (Complete Parts I and II .)

For a section 501(c)(7), (8), or (10) organization fling Form 990, or Form 990-EZ, that received from anyone contributor, during the year, aggregate contributions or bequests of more than $1,000 for use exclusively for religious, charitable, scientific, literary, or educational purposes, or the prevention of cruelty to children or animals . (Complete Parts I, II, and III.)

For a section 501(c)(7),(8), or (10) organization filing Form 990, or Form 990-EZ, that received from anyone contributor, during the year, some contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did not aggregate to more than $1,000. (If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc , purpose. Do not complete any of the Parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc ., contributions of $5,000 or more during the year) .. . __ . . . 1 $

Caution: Organrzafions that are not covered by the General Rule and/or the Special Rules do not file Schedule B (Form 990, 990-EZ, or 990-PF), but they must check the box in the heading of their Form 990, Form 990-EZ, or on line 2 of their Form 990-PF, to certify that they do not mast the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF).

LHA For Paperwork Reduction Act Notice, see the Instructions Schedule B (Form 990, 900-EZ, or 990-Pf) (2004) for Form 990, Form 990-EZ, and Form 990-PF.

423451 11-24-04 Schedule B (Form 990, 990-EZ, or Page 1 of ]. of Pat I Name of organization Employer identification number

Part 1 Contributors (see Specific instructions) yeti (b) ica (d) No. Name, address, and ZIP + 4 Aggregate contributions 3e of contribution

1 ANYSE SUE MAYBORN ' Person ERI Payroll 10 S . THIRD STREET $ 3,500 .000 . Noncash [] (Complete Part II it there TEMPLE, TEXAS 76501-7619 is a noncash contribution)

(a) (b) (c) (d) No. Name, address, and ZIP + 4 Aggregate contributions )e of contribution ANYSE SUE MAYBORN CHARITABLE LEAD 2 ANNUITY TRUST Person Ell FRANK M . BURRE, JR, TRUSTEE, 5504 Payroll 0 PRESTON ROAD . SUITE 315 $ 300,000 . Noncash (Complete Part II if there DALLAS . TX 75205-2660 is a noncash contribution .)

ta) (d) No. Name, address, and ZIP + 4 I Aggregate contributions of contribution

Person Payroll [] $ Noncash (Complete Part 11 9 there is a noncash contribution)

(b) M (d) No. Name, address, and ZIP + 4 Aggregate contributions Type of contribution

Person C] Payroll $ Noncash (Complete Part II if there is a noncash contribution.)

No. Name, address, and ZIP + 4 Aggregate contributions Type of contribution

Person [] Payroll $ Noncash (Complete Part II if there is a noncash contribution .)

f8~ (b) (mil Idl No. Name, address, and DP + 4 Aggregate contributions Type of contribution

Person Payroll 0 $ Noncash 0 (Complete Part II if there is a noncash contribution) 423452 1i-2a-oa Schedule B (Form 990, 960-EZ, or 990-PF) (2004) OMB No 1545-0172 " Form 4562 Depreciation and Amortization 9 9 o-PF Department o1 the Treasury (including Information on Listed Property) Attachment Internal Revenue Service See separate instructions . loo Attach to your tax return . 2004Sequence No 67 Name(s) shown on return Business or activity to which this form relates Identifying number

rnis r't-4uvx w . 61: buis rsazrsvxttv r-vulvLA'rtWill r-vtcri 17v-rr r1ftvis 1 Part I Election To Expense Cbrtein Property Under Section 179 Note : If you have an listed properly, complete Part V before you coi Part I. 1 Maximum amount. See instructions for a higher limit for certain businesses _. -- -- 2 Total cost of section 179 property placed in service (see instructions) 3 Threshold cost of section 179 property before reduction in limitation 4 Reduction in limitation Subtract line 3 from line 2 If zero or less, enter -0- . 4 5 Dollar limitation for tax year Subtract line 4 from line 7 If zero a less, enter -0- If marred filing separately, see instructors 5 g (a) Descnption of property (b) Cost (business use only) (c) Elected cost

7 Listed property Enter the amount from line 29 . . , _ _ .._ . , _ _. _ ___, _ . 1 7 8 Total elected cost of section 179 property . Add amounts in column (c), lines 6 and 7 _ . . . _ . . . . S 9 Tentative deduction. Enter the smaller of line 5 or line 8 9 10 Carryover of disallowed deduction from line 13 of your 2003 Form 4562 10 11 Business income limitation. Enter the smaller of business income (not less than zero) or line 5 _ ,_ _. . . _ . ._ 11 12 Section 179 expense deduction. Add lines 9 and 10, but do not enter more than line 11 12 13 Carryover of disallowed deduction to 2005 . Add lines 9 and 10, less tine 12 . 10- 1g Note: Do not use Part 11 or Part !11 below for listed property. Instead, use Part V. .

14 Special depreciation allowance for qualified property (other than listed property) placed m service dunng the tax yea (see instructions) 14 15 Property subject to section 168(%1) election (see instructions) 15 16 Other depreciation (including ACRS see instructions ...... IS Part 111 MACRS Deareciation (Do not include listed orooertv .l (See instructions .)

17 MACRS deductions for assets placed in service in tax years beginning before 2004 18 If you are electing under section 168n(4) to group any assets placed in service during the tax

(a) Classification of Property I ( year placedd f (bu~~nves~trneM~use (d) Recovery I (e) Convention I (f) Method ~ (g) Depreciation deduction in service ~ only - see instructions) period

7 1 1

27.5 rs mm S/L h Residential rental property 27 5 rs MM SlL 39 rs MM S/L i Nonresidential real property MM S/L Section C - Assets Placed in Service During 2004 Tax Year i the Alternative Depreciation ; 20a Class life b 12-year 12 rs S/L c 40-year 40 vrs . MM S/L ', Part 1%,A Summary (See instructions .) 21 Listed property Enter amount from fine 28 22 Total. Add amounts from line 12, lines 14 through 17, fines 19 and 20 in column (g), and line 27 . Enter here and on the appropriate fines of your return . Partnerships and S corporations - see mstr . 23 For assets shown above and placed in service during the current year, enter the portion of the basis attributable to section 263A costs F23 41112 04 LHA For Paperwork Reduction Act Notice, see separate instructions . Form 4562 (2004) Form 4562 (2004) Page 2 Part V Listed Property (Include automobiles, certain other vehicles, cellular telephones, certain computers, and property used for entertainment, recreation, or amusement .) Note : For any vehicle for which you are using the standard mileage nets or deducting lease expense, complete only 24a, 24b, columns (a) through (c) of Section A, all of Section 8, and Section C if applicable . Section A - Depreciation and Other Information (Caution: See instructions for limits forpassengerautomobiles.) 24a Do you have evidence to support the business/investment use claimed? E] Yes D No 24b If "Yes ' is the evidence written? = Yes = No (b) {c) td) (e) (fl (S) (h) 011 egg Type of property Date Business/ Cost or for depreciation Recovery Method/ Depreciation Elected (list vehicles first ) Placed m investment rous~nessiin~esm,enr period Convention deduction section 179 service use percentage other basis use only) cost 25 Special depreciation allowance for qualified listed property placed m service during the tax 25 26 Property used more than 50% in a qualified business use

27 Property used 50% or less in s qualified business use.

28 Add amounts in column (h), lines 25 through 27. Enter here and on line 21, page 1 29 Add amounts in column M, line 26. Enter here and on fine 7, page 1 . . . Section B - Information on Use of Vehicles Complete this section for vehicles used by a sole proprietor, partner, or other 'more than 5% owner,' or related person . If you provided vehicles to your employees, first answer the questions in Section C to see it you meet an exception to completing this section for those vehicles . (a) (b) I 10) I (d) I 1e) I M 30 Total businesslnvestment miles driven during the Vehicle Vehicle Vehicle Vehicle Vehicle Vehu year (do not include commuting miles) . , . 31 Total commuting miles driven during the year 32 Total other personal (noncommuting) miles driven 33 Total mites driven during the year .. . Add lines 30 through 32 __ _ 34 Was the vehicle available for personal use Yes during off-duty hours 35 Was the vehicle used primarily by a more than 5% owner or related persoM _ 38 Is another vehicle available for personal use? Section C - Questions for Employers Who Provide Vehicles for Use by Their Employees Answer these questions to determine if you meet an exception to completing Section B for vehicles used by employees who are not more than 5% owners or related arsons. 37 Do you maintain a written policy statement that prohibits all personal use of vehicles, including commuting, by your Yes N employees? . 38 Do you maintain a written policy statement that prohibits personal use of vehicles, except commuting, by your employees? See instructions for vehicles used by corporate officers, directors, or 1 % or more owners 39 Do you treat all use of vehicles by employees as personal use? _ ...... _. .,_ . _ . 40 Do you provide more than five vehicles to your employees, obtain information from your employees about the use of the vehicles, and retain the information received 41 Do you meet the requirements concerning qualified automobile demonstration use? Note: if your answer to 37, 38, 39, 40, or 41 is "Yes, " do not complete Section B for the covered vehicles . Part V1 I Amortization (a) (b) (d) I (e) I !fl Description of Costs Date amorknon Amor4zable Code Amortzdtion AmortzaUon I begins amount section penodorpercemape faibis year Amortization of costs that 2004 tax ve

43 Amortization of costs that began before your 2004 tax year 43 q4 Total. Add amounts m column (fl. See instructions for where to report 416252/11-15-04 Form 4562 (2004) ,THE FRANK W . & SUB MAYBORN FOUNDATION 74-6067859

FORM 990-PP INTEREST ON SAVINGS AND TEMPORARY CASH INVESTMENTS STATEMENT 1

SOURCE AMOUNT

BANK ONE, NA ' 3,627 . ExTRACO BANKS N . A . 1,890 .

TOTAL TO FORM 990-PF, PART I, LINE 3, COLUMN A 5,517 .

FORM 990-PF DIVIDENDS AND INTEREST FROM SECURITIES STATEMENT 2

CAPITAL GAINS COLUMN (A) SOURCE GROSS AMOUNT DIVIDENDS AMOUNT

BANK ONE, NA 31,448 . 0 . 31,448 . SWS SECURITIES, INC . 383,669 . 4 . 383,669 .

TOTAL TO FM 990-PF, PART I, LN 4 415,117 . 0 . 415,117 .

FORM 940-PF ACCOUNTING FEES STATEMENT 3

(A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER BOORS MENT INCOME NET INCOME PURPOSES

TAX RETURN PREPARATION FEE 2,165 . 600 . 1,565 .

TO FORM 990-PF, PG 1, IN 16B 2,165 . 600 . 1,565 .

FORM 990-PF OTHER PROFESSIONAL FEES STATEMENT 4

(A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MTNT INCOME NET INCOME PURPOSES

MISCELLANEOUS 3 . 3 . 0 .

TO FORM 990-PF, PG 1, IN 16C 3 . 3 . 0 .

STATEMENT S) 1, 2, 3, 4 THE FRANK W . & SUE MAYBORN FOUNDATION 74-6067859

FORM 990-PF TAXES STATEMENT 5

(A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER HOOKS MENT INCOME NET INCOME PURPOSES

SECTION 4940 EXCISE TAX 6,104 . Q . I p .

TO FORM 990-PF, PG 1, LN 18 6,104 . 0 . 0 .

FORM 990-PF OTHER EXPENSES STATEMENT 6

(A) (B) ~ (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

AMORTIZATION 96 . 0 . 0 .

TO FORM 990-PF, PG 1, LN 23 96 . 0 . 0 .

FOOTNOTES STATEMENT 7

STATEMENT REGARDING FURNISHING OR RECEIVING GOODS, ETC ., TO OR FROM A DISQUALIFIED PERSON--PART VII-B, QUESTION 1A(3)

FRANK MAYBORN ENTERPRISES, INC . ("ENTERPRISES") 25 A CORPOR- ATION ALL THE OUTSTANDING VOTING STOCK OF WHICH IS OWNED BY SUE MAYBORN . SUE MAYBORN IS A SUBSTANTIAL CONTRIBUTOR TO THE FRANK W . & SUB MAYBORN FOUNDATION ("FOUNDATION"), AND A DISQUALIFIED PERSON WITH RESPECT TO IT . ENTERPRISES MAKES AVAILABLE TO THE FOUNDATION, AS MAY BE REQUIRED FOR THE CONDUCT OF ITS ACTIVITIES, THE SERVICES OF CERTAIN OF ITS OFFICERS AND EMPLOYEES . THESE SERVICES OF ITS EMPLOYEES ARE MADE AVAILABLE TO THE FOUNDATION WITHOUT ANY CHARGE FOR SALARIES, PAYROLL TAXES, EMPLOYEE BENEFITS, OR RELATED PERSONNEL COSTS . LIKEWISE, ENTERPRISES MAKES NO CHARGE TO THE FOUNDATION FOR OCCUPANCY COSTS ASSOCIATED WITH ITS OFFICE SPACE NORMALLY OCCUPIED BY ITS EMPLOYEES WHILE PERFORMING SUCH SERVICES .

ELECTION UNDER REGULATION SECTION 53 .4942(A)-3(D)(2)

STATEMENT S) 5, 6, 7 THE FRANK W . & SUE 14AYBORN FOUNDATION 74-6067859

THE UNDERSIGNED FOUNDATION MANAGER HEREBY ELECTS, UNDER REG- LATION SECTION 53 .4942(A)-3(D)(2), THAT THE ENTIRE QUALIFY- ING DISTRIBUTION FOR 2004, AS REFLECTED IN PART XII, LINE 4, AND PART XIII, LINE 4, AMOUNTING TO $1,549,564 IS DESIGNA- TED AS MADE OUT OF CORPUS .

SUE MAYBORN, PT'IDENT

DATE TGNSD41

STATEMENT S) 7 THE FRANK W . & SUE MAYBORN FOUNDATION 74-6067859

FORM 990-PF U .S . AND STATE/CITY GOVERNMENT OBLIGATIONS STATEMENT 8

U .S . OTHER FAIR MARKET DESCRIPTION GOVT GOVT BOOR VALUE VALUE

US TRSAS STRIPPED SECURITIES X 5/15/04 0 . 0 . US TREAS STRIPPED SECURITIES X 5/15/06 8,479,944 . 8,652,663 .

TOTAL U .S . GOVERNMENT OBLIGATIONS 8,479,944 . 8,652,663 .

TOTAL STATE AND MUNICIPAL GOVERNMENT OBLIGATIONS

TOTAL TO FORM 990-PF, PART II, LINE 10A 8,,479,944 . 8,652,663 .

FORM 990-PF OTHER ASSETS STATEMENT 9

FAIR MARKET DESCRIPTION BOOR VALUE VALUE

ORGANIZATIONAL COSTS 0 . 0 .

TOTAL TO FORM 990-PF, PART II, LINE 15 0 . 0 .

STATEMENT S) 8, 9 THE FRANK W . & SUE MAYBORN FOUNDATION 74-6067859

FORM 990-PF PART VIII - LIST OF OFFICERS, DIRECTORS STATEMENT 10 TRUSTEES AND FOUNDATION MANAGERS

EMPLOYEE TITLE AND COMPEN- BEN PLAN EXPENSE NAME AND ADDRESS AVRG HRS/WK SATION CONTRIB ACCOUNT

ANYSE SUE MAYBORN PRESIDENT, TREASURER & DIR 10 SOUTH THIRD STREET 1 0 . 0 . 0 . TEMPLE, TX 76501-7619

JERRY L . ARNOLD SECRETARY & DIR 16850 VILLAGE LANE 1 0 . 0 . 0 . DALLAS, TX 75248-6025

LESTER W . KRAUSE ASSISTANT SECRETARTY 10 S 3RD ST 1 0 . 0 . 0 . TEMPLE, TX 76501-7619

FRANK M . BURKE, JR . DIRECTOR 10 S 3RD ST .1 0 . 0 . 0 . TEMPLE, TX 76501-7619

JIM D . BOWMER DIRECTOR 10 S 3RD ST .1 0 . 0 . 0 . TEMPLE, TX 76501-7619

TOTALS INCLUDED ON 990-PF, PAGE 6, PART VIII 0 . 0 . 0 .

FORM 990-PF GRANTS AND CONTRIBUTIONS STATEMENT 11 PAID DURING THE YEAR

RECIPIENT RECIPIENT RECIPIENT NAME AND ADDRESS STATUS PURPOSE OF GRANT RELATIONSHP AMOUNT

BAYLOR UNIVERSITY , P .O . PUBLIC MAYBORN SCHOLAR NONE BOX 97026, wACO, TX 97026 PROGRAM 12,040 .

BAYLOR UNIVERSITY , P .O . PUBLIC MAYBORN MUSEUM NONE BOX 97026, wACO, TX 97026 COMPLEX 1,000,000,

BAYLOR UNIVERSITY , P .O . PUBLIC POAGE/MAYBORN NONE BOX 97026, wACO, TX 97026 WASHINGTON PROGRAM 14,894 .

BELL COUNTY MUSEUM, 201 N . PUBLIC CHALLENGE GRANT NONE MAIN ST, B$LTON, TX 76513, 201 N . MAIN ST ., BSLTO

STATEMENT S) 10, 11 THE~FRANR W . & SUB MAYSORN FOUNDATION 74-6067859

CENTRAL TEXAS COLLEGE PUBLIC MAYBORN NONE FOUNDATION, P .O . BOX 1800, PLANETARIUM AND KILLEEN, TX 76540 SPACE THEATER 100 000 .

CHRISTIAN FARMS - PUBLIC GENERAL PURPOSES NONE TREFHOUSE, INC ., 3804 RIVERSIDE TR, TEMPLE, TX 25,000 .

COMMUNITIES FOUNDATION OF PUBLIC GENERAL PURPOSES NONE TEXAS, 4605 LIVE OAK ST, DALLAS, TX 75204

CULTURAL ACTIVITIES CENTER PUBLIC GENERAL PURPOSES NONE 3011 N . THIRD STREET, TEMPLE, TX 76501 100,000 .

FRIENDS FOR LIFE, PO BOX PUBLIC GENERAL PURPOSES NONE 23491, WACO, TX 76702

KILLEEN ISD EDUCATION PUBLIC GENERAL PURPOSES NONE FOUNDATION, P .O . BOX 967, RILLE$N, TX 76540 1,000 .

LONGHORN COUNCIL, BOY PUBLIC GENERAL PURPOSES NONE SCOUTS OF AMER, 4917 BRIARHAVBN RD, FT WORTH, TX 2,500 .

NATL ASSOCIATION FOR THE PUBLIC SCHOLARSHIP NONE ADV OF COLORED PEOPLE, PO PROGRAM BOX 157, TEMPLE, TX 76503 1,000 .

RALPH WILSON YOUTH CLUBS , PUBLIC GENERAL PURPOSES NONE 310 S . GENERAL BRUCE DR , TEMPLE, TX 76504 8,000 .

RONALD MCDONALD HOUSE, 2415 PUBLIC GENERAL PURPOSES NONE SOUTH 47TH STREET, TEMPLE, TX 76504 2,000 .

ST . MARY'S SCHOOL 1018 PUBLIC CHALLENGE GRANT NONE SOUTH 7TH STREET, TEMPLE, TX 76501

TEMPLE COLLEGE, 2600 SOUTH PUBLIC CHALLENGE GRANT NONE FIRST STREET, TEMPLE, TX 76504

TEMPLE EDUCATION PUBLIC GENERAL PURPOSES NONE FOUNDATION, P .O . BOX 736, TEMPLE, TX 76503, P .O . BOX 1,000 .

TEMPLE PARKS FOUNDATION, PUBLIC GENERAL PURPOSES NONE 1909 CURTIS B . ELLIOTT DRIVE, TEMPLE, TX 76501

STATEMENT(S) 11 THE ' FRANK W . & SUE MAYBORN FOUNDATION 74-6067859

TEMPLE PUBLIC LIBRARY, 100 PUBLIC DONATION NONE WEST ADAMS, TEMPLE, TX 76501

TEMPLE SYMPHONY ORCHESTRA, PUBLIC GENERAL PURPOSES NONE P .0 . BOX 4241, TEMPLE, TX 76505 500 .

TEXAS CASA, INC . (DBA CASA PUBLIC GENERAL PURPOSES NONE OF BELL COUNTY), P .O . BOX 845, BELTON, TX 76513 1,000 .

THE PEACEABLE KINGDOM PUBLIC ANGEL PROGRAM NONE RETREAT FOR CHILDREN INC, P .O . BOX 844, TEMPLE, TX 5,000 .

UNIVERSITY OF MARY PUBLIC FRANK & SUE NONE HARDIN-BAYLOR, 900 COLLEGE MAYBORN CENTER ST, BSLTON, TX 76513

SUSAN G . KOMEN BREAST PUBLIC GENERAL PURPOSES NONE CANCER FOUNDATION, P .O . BOX 4405, TEMPLE, TX 76505 2,500 .

ASNTs FOUNDATION, 11600 PUBLIC GENERAL PURPOSES NONE SUNRISE VALLEY DRIVE, R$STON, VA 22091 300 .

BELL COUNTY SHERIFF'S POSSE PUBLIC SCHOLARSHIP FUND NONE P .O . BOX 414, BELTON, TX 76513 500 .

IRONHOURSTs CHAPTER, 4TH PUBLIC IRAQI FREEDOM NONE INFANTRY DIVISION, P .O . BOX MEMORIAL 5009, BLDG 418, FT . HOOD 3,000 .

TEMPLE CIVIC THEATER, 2413 PUBLIC GENERAL PURPOSES NONE SOUTH 13TH STREET, TEMPLE, TX 76504 5,000 .

CAMP FIRE USA, P .O . BOX PUBLIC GENERAL PURPOSES NONE 208, TEMPLE, TX 76503 2,000 .

AMERICAN RED CROSS, MID-TEX PUBLIC CENTRAL PURPOSES NONE CHAPTER, 1003 MEDICAL DRIVE, KILLEEN, TX 76543 1,000 .

RING'S DAUGHTERS FOUNDATON, PUBLIC CENTER FOR WOMEN'S NONE 1901 SW H .R . DODGEN LOOP, HEALTH TEMPLE, TX 76504 150,000 .

GIRL SCOUTS, BLUEBONNET PUBLIC GENERAL PURPOSES NONE CHAPTER, 3700 WEST WACO DRIVE, WACO, TX 76710 1,000 .

STATEMENT(S) 11 ' . " THE FRANK W . & SUE MAYBORN FOUNDATION 74-6067859

J .A .I .L . MINISTRY, P .O . BOX PUBLIC GENERAL PURPOSES NONE 634, BELTON, TX 76513 1,000 .

CITY OF TEMPLE, MUNICIPAL PUBLIC 4 AUTOMATED NONE BUILDING, TEMPLE, TX 76501 DEFIBRILLATORS 6,800 .

SNPA FOUNDATION, P .O . BOX PUBLIC FRANK W . MAYBORN NONE , 28875, ATLANTA, GA 30358 LEADERSHIP AWARD 100,000 .

TEMPLE COMMUNITY FREE PUBLIC GENERAL PURPOSES NONE CLINIC, P .O . BOX 92, TEMPLE, TX 76503 1,000 .

TOTAL TO FORM 990-PF, PART XV, LINE 3A 1,547,999 .

STATEMENT S) 11 2001 DEPRECIATION AND AMORTIZATION REPORT FORM 990-PF PAGE Z 990-PF

Asses Date Line Unadjusted Bus % Reduction In Basis For Accumulated Current Amount Of Description Acquired Method Life No Cost Or Basis Excl Basis Depreciation Depreciation Sec 179 Depreciation

1 ORGANIZATIONAL COSTS 12214 248 60M 3 517 . 517 . 421 . 96 . * TOTAL 990-PP PG 1 IsPR & AMORT 517 . p . 517 . 421 . ` 0 . 96 .

io8osoa (D} -Asset disposed * ITC, Section 179, Salvage, Bonus, Commercial Revitalization Deduction