Federal Reserve Bank of Dallas Dallas, Texas 75265-5906 Notice 99-85 October 6, 1999 ELECTION OF DIRECTORS REPORT OF NOMINATIONS—VOTING PROCEDURES To All Member Banks in the Eleventh Federal Reserve District: In accordance with the provisions of Section 4 of the Federal Reserve Act and my notice dated August 24, 1999, regarding the election of directors of this Bank to succeed Gayle M. Earls, Class A Director, and Dan Angel, Class B Director, whose terms expire December 31, 1999, the names of the candidates nominated and the names of the banks that made the nominations are set out on pages 3, 4, and 5. Except in the case of any member banks that are subsidiaries of the same bank holding company, * there is sent as an enclosure to each bank in Group 1 a ballot for use in voting for a Class A Director and to each bank in Group 2 a ballot for use in voting for a Class B Director. Also enclosed are an envelope bearing on its face the certificate in regard to the vote and a colored envelope marked “Ballot–Directors’ Election,” in which the ballot is to be sealed. When several banks are subsidiaries of a bank holding company, the voting forms are being sent only to the bank designated to participate in this election; therefore, banks in Groups 1 and 2 that will not participate in this election are being sent this notice, without forms, only for their information. The ballot and certificate on the envelope must be executed by an officer who has been authorized to cast the vote. A list of the designated officers, revised to date, forms a part of this notice. In order that the balloting may be secret, the name of the bank and the voting officer should not be written on the ballot but only on the certificate envelope. If the official signature of the officer casting the ballot has not been filed with this Federal Reserve Bank, such official signature should be filed before the polls close. Please follow carefully the instructions that are printed on the ballot, the envelopes, and page 3 of this notice. The following procedure is required in the case of both the Class A and Class B ballots: (1) The preferential ballot should be marked. (2) It should be placed in the colored envelope marked “Ballot–Directors’ Election” and that envelope sealed. (3) After the certificate on the white certificate envelope is executed, the colored sealed envelope (containing the ballot) should be placed within the white certificate envelope and that envelope sealed. (4) The sealed white certificate envelope containing the sealed ballot envelope should then be returned to me in the enclosed self-addressed envelope. *Section 4 of the Federal Reserve Act, as amended, reads in part as follows: “...That whenever any member banks within the same Federal Reserve district are subsidiaries of the same bank holding company within the meaning of the Bank Holding Company Act of 1956, participation in any such nomination or election by such member banks, including such bank holding company if it is also a member bank, shall be confined to one of such banks, which may be designated for the purpose by such holding company.” The Board of Governors of the Federal Reserve System has ruled that a holding company affiliate, having one or more subsidiary banks in each of the three groups into which member banks of a Federal Reserve district are divided for the purpose of electing directors, may designate one such bank in each group to participate in the nomination and election of each Class A Director and each Class B Director chosen by the group of which such bank is a member and such member bank so designated may validly participate in such nomination and election. Accordingly, banks in Groups 1 and 2 affected by the foregoing provision of law are requested to take prompt action to have the appropriate bank holding company designate one of such banks to participate in this election, if it has not already made that designation. 1 Under the law, the ballot must be returned so as to reach me within 15 days after its receipt. The polls will open on October 13, 1999, and close at 2 p.m. on October 28, 1999. At that time, the ballot box will be opened at this Bank, the sealed envelopes containing the ballots will be opened, the votes counted, and the results of the election announced. The candidates are invited to be present or represented on that occasion. While the banks in Group 3 will not vote in this election, this notice is sent to them, without forms, for their information. Group 3 consists of member banks with combined capital and surplus of $2,500,000 and under. Sincerely yours, Chairman of the Board Enclosures (4) 2 IMPORTANT For your information, there is quoted below an extract from Section 4 of the Federal Reserve Act that sets forth the method of balloting: "Within fifteen days after receipt of the list of candidates the duly authorized officer of a member bank shall certify to the chairman his first, second, and other choices for director of Class A or Class B, respectively, upon a preferential ballot upon a form furnished by the chairman of the board of directors of the Federal Reserve Bank of the district. Each such officer shall make a cross opposite the name of the first, second, and other choices for a director of Class A and for a director of Class B, but shall not vote more than one choice for any one candidate." In the case of the Class A ballots (Group 1), where there are three candidates involved, a member bank, in making its first and second choices, will be deemed to have indicated the other candidate as its third choice. CANDIDATES FOR CLASS A DIRECTOR (Listed Alphabetically) Joaquin G. Cigarroa, III Kenneth T. Murphy Chief Operating Officer Chairman, President and Chief Executive Officer The Laredo National Bank First Financial Bankshares Inc. Laredo, Texas Abilene, Texas Cigarroa is the chief operating officer of The Laredo National Murphy has served since 1984 as the chief executive officer Bank, where he began his banking career in 1975. He started of First Financial Bankshares Inc., the parent holding com- as a cash vault teller and subsequently was a participant in the pany of nine Texas banks: First National Bank of Abilene; First officer training program of the bank. He served in many capaci- National Bank in Cleburne; Eastland National Bank; Hereford ties at the bank, with an emphasis on treasury and portfolio State Bank; San Angelo National Bank; Texas National Bank, management. He became chief operating officer in 1998. The Southlake; Stephenville Bank & Trust Co.; First National Laredo National Bank is the principal subsidiary of the $2.2 Bank, Sweetwater; and Weatherford National Bank. billion holding company Laredo National Bancshares Inc. Bank- ing offices are located in four Texas cities in addition to three He began his banking career in 1962 with the Office of the representative offices in Mexico. Comptroller of the Currency in Dallas. He served as a national bank examiner in Texas and as examiner-in-charge of Okla- A lifelong resident of Laredo, Cigarroa is active in civic affairs homa before joining First National Bank of Tulsa in 1968 as a in the city. He received his B.A. degree from St. Edward’s vice president. He joined First National Bank of Abilene as an University in 1974. He attended the Stonier Graduate School of executive vice president in 1971, was named president in Banking, graduating in June 1986. 1975 and became chairman of the board of directors in 1984. Murphy has participated for many years in banking affairs, Nominated by the following bank in Group 1: having served in 1981-1982 as treasurer of the Texas Bankers Association and as the Association’s chairman in 1990-1991. TEXAS He has served on the American Bankers Association’s Lead- ership Council and Education Policy and Development Com- Laredo ....................................... The Laredo National Bank mittee. NOTE—A list of the banks in Group 1, showing the officers authorized to cast the vote of each bank, is given on pages 6 and 7 of this notice. 3 CANDIDATES FOR CLASS A DIRECTOR—Continued He is active in numerous civic affairs and currently serves He received the Conquistador Award from the city of El as a director of the Industrial Foundation of the Abilene Paso and the Silver Beaver Award from the Boy Scouts of Chamber of Commerce, The Grace Museum of Abilene and America. Parker holds a B.B.A. and M.B.A. from the University the West Texas Rehabilitation Center. He is a past president of Texas at El Paso and a graduate certificate in marketing from of the Abilene Chamber of Commerce, the West Texas the University of Colorado. Rehabilitation Center, and was the chairman of Abilene’s United Way campaign in 1974. At the state level, he serves as a director and executive committee member of the Texas Nominated by the following bank in Group 1: Taxpayers and Research Association. TEXAS Murphy received a B.B.A. degree from the University of Texas at El Paso in 1960. El Paso ...................................................... Bank of the West Nominated by the following banks in Group 1: TEXAS Dallas .......................... TIB The Independent BankersBank Henderson ...................................... Citizens National Bank Jacksonville ......... Austin Bank, Texas National Association Lester L. Parker President and Chief Operating Officer Bank of the West El Paso, Texas Parker organized El Paso’s Bank of the West in 1990 and serves as its president and chief operating officer.