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Federal Reserve Bank of Dallas Dallas, Texas 75265-5906 Notice 99-86 October 6, 1999 SPECIAL ELECTION OF CLASS B DIRECTOR 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, this Bank is conducting the special election of a Class B Director to succeed Robert C. McNair. Mr. McNair resigned as a Class B Director to pursue other interests. The name of the candidate, along with the names of the banks that nominated her, is set out on page 3. 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 B Director. Also enclosed are an envelope bearing on its face the certificate in regard to the vote and a small 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. Banks in Group 1 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 and on the envelopes. The following procedure is required in the case of the Class B ballot: (1) The ballot should be marked. (2) It should be placed in the small envelope marked “Ballot–Directors’ Election” and that envelope sealed. (3) After the certificate on the white certificate envelope is executed, the small 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 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 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 candidate is invited to be present or represented on that occasion. While the banks in Group 2 (consisting of banks having capital and surplus of over $2,500,000 but under $10,000,000) and banks in Group 3 (consisting of banks having capital and surplus of $2,500,000 and under) will not vote in this election, this notice is sent to them, without forms, for their information. Sincerely, Chairman of the Board Enclosures (4) 2 CANDIDATE FOR CLASS B DIRECTOR Judy Ley Allen Nominated by the following banks in Group 1: TEXAS Co-Manager and Partner The Fairways at Pole Creek Development, L.L.C. Houston, Texas Dallas .............................. TIB The Independent BankersBank Houston ................................. Southwest Bank of Texas, N.A. Jacksonville ............. Austin Bank, Texas National Association Laredo ........................................... The Laredo National Bank McAllen ....................................................... Texas State Bank San Antonio ..................................... Broadway National Bank San Antonio ...................................... CaminoReal Bank, N.A. San Antonio ..................................... The Frost National Bank Judy Ley Allen is co-manager and partner of The Fairways at Pole Creek Development, L.L.C. The Fairways is a 1,000acre, 27-hole golf course and residential development in Winter Park, Colorado. Allen has co-responsibility for land planning, financing, and governmental approvals and total responsibility for marketing and accounting. She also performs asset management for five family members, including stock and bond, real estate, oil and gas, and timberland investments, and supervises all accounting functions and state and federal income tax return preparations. Allen is active in numerous civic organizations. She serves on the Rice University Advisory Board of Governors, the Houston Ballet Foundation Board and the Museum of Natural Science Finance Committee. Allen has a bachelor’s degree from Stanford University and an M.B.A. from Harvard Business School. NOTE—A list of the banks in Group 1, showing the officers authorized to cast the vote of each bank, is given on pages 4 through 5 of this notice. 3 GROUP 1 LOUISIANA Location Minden Name of Bank or Trust Company Minden Bank & Trust Company ........................................... Officers Authorized to Cast Vote President NEW MEXICO Location Las Cruces Name of Bank or Trust Company First Security Bank of Southern New Mexico, National Association ......................................................... Officers Authorized to Cast Vote President, Vice President, Cashier TEXAS Location Abilene Abilene Amarillo Amarillo Amarillo Baytown Bellaire Brenham Dallas Dallas Dallas Dallas Dallas Dallas Dallas Edinburg El Paso El Paso Garland Granbury Henderson Houston Houston Houston Houston Houston Houston Houston Houston Houston Houston Houston Houston Hurst Jacksonville Kilgore La Porte Name of Bank or Trust Company First National Bank of Abilene ............................................. First State Bank, National Association ................................. Amarillo National Bank ........................................................ First Bank Southwest, N. A. ................................................. The First National Bank Amarillo ......................................... Citizens Bank and Trust Company of Baytown, Texas ........ Citizens National Bank of Texas .......................................... Texas National Bank ............................................................ Bank of Texas, National Association ................................... ..................................................................................... ..................................................................................... Bank One, Texas, National Association .............................. Inwood National Bank of Dallas ........................................... Northern Trust Bank of Texas N.A. ...................................... Texas Capital Bank, National Association ........................... TIB The Independent BankersBank ..................................... U.S. Trust Company of Texas, National Association ........... First National Bank .............................................................. Bank of the West ................................................................. Norwest Bank El Paso, N.A. ................................................ United Central Bank ............................................................. Community Bank ................................................................. Citizens National Bank ......................................................... American First National Bank .............................................. Banco Popular, National Association (Texas) ..................... Bank of Tanglewood, National Association ......................... ..................................................................................... Chase Bank of Texas, National Association ........................ First Bank Texas National Association ................................ MetroBank, National Association ......................................... Northwest Bank, National Association ................................. Republic National Bank ....................................................... Southwest Bank of Texas, N.A. ........................................... Texas First National Bank .................................................... Wells Fargo Bank (Texas), National Association ................. Woodforest National Bank ................................................... Surety Bank, National Association ....................................... Austin Bank, Texas National Association ............................ City National Bank of Kilgore ............................................... Bayshore National Bank of La Porte .................................... 4 Officers Authorized to Cast Vote Chairman, President, Vice President, Cashier President Chairman, President, Vice President, Cashier President President Chairman President Chairman, President Tom E. Turner, Chairman; C. Thomas Abbott, President; Jane Colesar, Cashier & Sr. Vice President Chairman President President * President, Chief Executive Officer Chairman, President, Senior Vice President Chairman, President, Vice President, Cashier Chairman President President * Cashier President Chairman, President Chairman, President, Executive Vice President Chairman, President, Vice President, Cashier Chairman, President, Vice President, Cashier Chairman, President, Vice President, Cashier Chairman, President President Chairman, President, Vice President, Cashier President Chairman of Executive Committee, President Chairman, President, Vice President, Cashier Chairman, President, Vice President, Cashier Chairman, President, Vice President, Cashier President President GROUP 1 — Continued TEXAS — Continued Location Laredo Livingston Lubbock Lubbock Marble Falls McAllen McAllen Nacogdoches Pharr Plainview Plano Richardson San Angelo San Antonio San Antonio San Antonio San Antonio Temple Victoria Victoria Weatherford Weatherford Name of Bank or Trust Company The Laredo National Bank ................................................... The First National Bank of Livingston .................................. PNB Financial Bank ............................................................. ..................................................................................... ..................................................................................... State National Bank of West Texas ..................................... Marble Falls National Bank .................................................. Inter National Bank .............................................................. Texas State Bank ................................................................ Commercial Bank of Texas, N.A. ......................................... Lone Star National Bank ...................................................... Hale County State Bank ...................................................... Legacy Bank of Texas ......................................................... Canyon Creek National Bank .............................................. San Angelo National Bank ................................................... Broadway National Bank ..................................................... CaminoReal Bank, N.A. ....................................................... ..................................................................................... The Frost National Bank ...................................................... Norwest Bank Texas, National Association ......................... Extraco Banks, National Association ................................... Citizens National Bank ......................................................... First Victoria National Bank ................................................. Texas Bank .......................................................................... Weatherford National Bank .................................................. 5 Officers Authorized to Cast Vote President, Vice President Chairman, President, Vice President, Cashier Alan White, Chairman; John C. Owens, President; DeWayne V. Pierce, Senior Executive Vice President Chairman President Chairman, President, Cashier Chairman, President, Cashier President President, Vice President, Cashier Chairman Chairman, President, Vice President, Cashier President * Chairman, President, Vice President, Cashier Chairman, President and Chief Executive Officer President, Vice President, Cashier President, Vice President, Cashier President President Chairman, President, Vice President, Cashier President Vice President and Cashier
