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Federal Reserve Bank of Dallas Dallas, Texas 75265-5906 SPECIAL ELECTION OF CLASS A DIRECTOR NOMINATION PROCEDURES Notice 09-57 August 11, 2009 To All Member Banks in the Eleventh Federal Reserve District: A special election will be held under the provisions of Section 4 of the Federal Reserve Act to choose a successor to George A. Fisk. Mr. Fisk resigned as a Class A Director effective July 16, 2009. His successor will be elected to fill the unexpired portion of a three-year term ending December 31, 2011. Mr. Fisk was elected by banks in Group 1 (consisting of banks having capital and surplus of $15,000,000 and over), and his successor will be chosen by the banks in this group. The banks comprising Group 1 are listed on the following pages. The group in which a member bank will be entitled to vote will be determined by its classification as of the date of this letter, even though its capital and surplus may subsequently change prior to the date of the election. Except in the case of any member banks that are subsidiaries of the same bank holding company,* each bank in Group 1 is permitted to nominate one candidate for Class A Director. When several banks are subsidiaries of a bank holding company, the nomination form is being sent only to the bank designated to participate in this election; therefore, banks in Group 1 that will not participate in this election are being sent this notice, without forms, for their information. The nominations must be made by resolution of the Board of Directors, certified to me and received in my office on or before September 11, 2009. A form and return envelope for this purpose are enclosed. On September 23, a list of the candidates (indicating the nominating banks) and a preferential ballot will be mailed to each bank in the voting group. The ballot must be cast within 15 days after receipt. The polls will open at 9 a.m. on October 7 and close at 2 p.m. on October 22. At that time, the ballot box will be opened at this Bank, the votes counted, and the results of the election announced. The candidates are invited to be present or represented on that occasion. In order to be counted, the ballot must be executed by an officer authorized to cast the vote. Officers so authorized are listed on the following pages. The authority conferred on these officers continues until revoked; they need not be redesignated. Each member bank that has not designated an officer or officers for the purpose of signing the ballot, or any bank that desires to change its designation, should do so by resolution of its Board of Directors and certify the designation to me before the polls close. A form for this purpose will be furnished upon request. If the official signature of the officer, or officers, authorized to cast the ballot has not been filed with this Federal Reserve Bank, such official signature should be filed before the polls close. *Section 4 of the Federal Reserve Act 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 Group 1 affected by the foregoing provision of 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 election. 1 While the banks in Group 2 (consisting of banks having capital and surplus of over $3,500,000, but under $15,000,000) and Group 3 (consisting of banks having capital and surplus of $3,500,000 and under) will not vote in this election, this notice is sent to them, without forms, for their information. Sincerely, James T. Hackett Chairman of the Board Enclosures (2) 2 Information Concerning Eligibility for Class A Directorship of a Federal Reserve Bank Section 4 of the Federal Reserve Act, as amended by the Federal Reserve Reform Act of 1977, contains the following provisions: “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 banks.” “No officer or director of a member bank shall be eligible to serve as a Class A director unless nominated and elected by banks that 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.” “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, to be consistent with the spirit and underlying principles of the Federal Reserve Act, it is inappropriate, as a general rule, for officers and directors of Federal Reserve Banks and Branches 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, or to act as members of political party committees.” Group 1 Consists of all member banks with combined capital and surplus of $15,000,000 and over Banks in this group elect one Class A Director. TEXAS Location Name of Bank or Trust Company Officers Authorized to Cast Vote Abilene First Financial Bank, NA.................................................................... Chairman, President, Vice President, Cashier Amarillo Amarillo National Bank ..................................................................... Chairman, President, Vice President, Cashier Arlington Worthington National Bank................................................................ Chairman, President, CEO, Vice President, Cashier Beaumont CommunityBank of Texas, NA........................................................... President, CEO, Cashier Bellaire Community National Bank................................................................. President Bellaire Tradition Bank.................................................................................... Chairman, CEO, Chief Financial Officer Bellville The First National Bank of Bellville.................................................... President, Vice President, Cashier Dallas Bank of Texas, NA............................................................................. Chairman, President, CEO, Senior Controller Dallas Comerica Bank.................................................................................. Chairman, President, CEO, Vice Chairman, CFO Dallas Inwood National Bank of Dallas......................................................... President Dallas Texas Capital Bank, NA..................................................................... President Dallas TIB The Independent BankersBank................................................... President, CEO Dallas Town North Bank, NA........................................................................ Chairman, President, SVP, Cashier Edinburg First National Bank............................................................................ Chairman, President, Vice President, Cashier El Paso Bank of the West............................................................................... Chairman Fort Worth Southwest Bank................................................................................ Chairman Granbury Community Bank............................................................................... Chairman, President, Cashier Henderson Citizens National Bank...................................................................... Cashier Houston Amegy Bank, NA............................................................................... President, CEO Houston American First National Bank............................................................ President Houston Encore Bank, NA............................................................................... Chairman, President, Corporate Secretary Houston Golden Bank, NA............................................................................... Chairman, President, Executive Vice President, Cashier Houston Green Bank, NA................................................................................ Chairman, President Houston Metrobank, NA................................................................................... Chairman, President, Vice President, Cashier Houston Post Oak Bank, NA............................................................................ Chairman, President, Vice President, Cashier Houston Southwestern National Bank............................................................. President Houston Woodforest National Bank................................................................. Chairman, President, Vice President, Cashier Jacksboro The First National Bank of Jacksboro................................................ Chairman, President, Vice President, Cashier Jacksonville Austin Bank, Texas NA...................................................................... Chairman, President, Vice President, Cashier Kingsville Kleberg First National Bank of Kingsville........................................... Chairman, President, Vice President, Cashier Laredo Texas Community Bank..................................................................... Chairman, President, Vice President, Cashier Lubbock Lone Star State Bank of West Texas................................................. President 3 Group 1 — Continued TEXAS — Continued Location Name of Bank or Trust Company Officers Authorized to Cast Vote Lubbock Peoples Bank.................................................................................... Chairman, President, Executive Vice President, Senior Vice President Lubbock PlainsCapital Bank............................................................................ Chairman, President Marble Falls American Bank of Texas, NA............................................................. Chairman, CEO McAllen Inter National Bank............................................................................ Chairman, President, Cashier Midland Community National Bank................................................................. President Midland First National Bank of Midland........................................................... Chairman, President, CEO Midland West Texas National Bank................................................................. President Mineral Wells First Financial Bank, NA.................................................................... * Nacogdoches Commercial Bank of Texas, NA......................................................... Chairman, President Odessa Western National Bank...................................................................... Chairman, President, Vice President, Cashier Pasadena Texas Citizens Bank, NA................................................................... Chairman, President, Vice President, Cashier Pharr Lone Star National Bank.................................................................... President, Vice President, Cashier Plainview HCSB, A State Banking Association.................................................. Chairman Plano Legacy Texas Bank............................................................................ Chairman, CEO, Vice President Refugio San Antonio National Bank................................................................ President, Vice President, Cashier San Angelo San Angelo National Bank................................................................. ** San Antonio Broadway National Bank................................................................... Chairman, President, Vice President, Cashier San Antonio The Frost National Bank.................................................................... President, Vice President, Cashier San Antonio Lone Star Capital Bank, NA............................................................... Chairman, President, CEO Southlake First Financial Bank, NA.................................................................... ** Stephenville First Financial Bank, NA.................................................................... ** Sugarland First Community Bank, NA................................................................ Chairman, President, Chief Financial Officer Temple Extraco Banks, NA............................................................................ President Terrell American National Bank of Texas...................................................... Chairman, President, Vice President, Cashier The Woodlands Texas Community Bank, NA.............................................................. President, Vice President, Cashier Victoria First Victoria National Bank............................................................... Chairman, President, Vice President, Cashier Weatherford Weatherford National Bank................................................................ ** * No designation of authorized officer on file. ** Multi-bank holding company subsidiary (non-voting bank). 4 5 6 7 Directors of the Federal Reserve Bank of Dallas As of August 11, 2009 Name Occupation Elected by Banks Class in Group Term Expires Dec. 31 Joe Kim King........................... Chief Executive Officer, Brady National Bank Brady, Texas 2 A 2010 Vacant..................................... 1 A 2011 Pete Cook................................ Chief Executive Officer, First National Bank in Alamogordo Alamogordo, New Mexico 3 A 2009 Robert A. Estrada.................... Chairman, Estrada Hinojosa & Company, Inc. Dallas, Texas 3 B 2010 James B. Bexley...................... Professor of Finance, Sam Houston State University Huntsville, Texas 2 B 2011 Margaret H. Jordan President and Chief Executive Officer Margaret Jordan Group, Dallas, Texas 1 B 2009 Appointed by the Board of Governors of the Federal Reserve System C 2011 Chairman and Chief Executive Officer Appointed by the J.C. Penney Company, Inc. Board of Governors Plano, Texas of the Federal Reserve System C 2009 Herb Kelleher.......................... Founder and Chairman Emeritus, Deputy Chairman Southwest Airlines Company, Dallas, Texas C 2010 James T. Hackett . ................... Chairman, President and Chief Chairman Executive Officer, Anadarko Petroleum Corporation, Houston, Texas Myron E. Ullman III.................. 8 Appointed by the Board of Governors of the Federal Reserve System
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