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Federal Reserve Bank of Dallas
Dallas, Texas 75265-5906

								

								
								

SPECIAL ELECTION OF CLASS A DIRECTOR
REPORT OF NOMINATIONS —VOTING PROCEDURES

Notice 09-67
September 23, 2009

To All Member Banks
in the Eleventh Federal Reserve District:
In accordance with the provisions of Section 4 of the Federal Reserve Act and the announcement dated August 11,
2009, this Bank is conducting the special election of a Class A Director to succeed George A. Fisk. Mr. Fisk resigned as a
Class A Director effective July 16, 2009. The names of the candidates along with the banks that made the nominations are
set out on pages 3 through 6.
I also enclose for each bank in Group 1 a preferential ballot for use in voting for a Class A Director. An envelope bearing
on its face the certificate in regard to the vote and an envelope marked “Ballot,” in which the ballot is to be sealed, are also
provided. The ballot and certificate on the envelope must be executed by an officer who has been authorized to cast the
vote. To ensure the confidentiality of the balloting, please do not write the name of the bank or of the voting officer on the
ballot but only on the certificate envelope. 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 Group 1 that will
not participate in this election are being sent this notice, without forms, only for their information.
Please follow carefully the instructions that are printed on the ballot and the certificate envelope.
The following procedure is required in the case of the Class A ballot:
(1) The preferential ballot should be marked.
(2) It should then be placed in the envelope marked “Ballot” and the envelope sealed.
(3) After the certificate on the certificate envelope is executed, the sealed envelope should be placed within
the certificate envelope.
(4) The sealed certificate envelope containing the sealed ballot envelope should then be returned to me
		
in the enclosed self-addressed envelope.
Under the law, the ballot must be returned to me within 15 days after its receipt. The polls will open on
October 7, 2009, and close at 2 p.m. on October 22, 2009. At that time, 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.

*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, if it has not already designated, one of such banks to participate in this election.

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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 (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, 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, 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 four candidates involved, a member bank, in making
its first, second and third choice, will be deemed to have indicated the remaining candidate as its fourth choice. Failure to
indicate at least first, second and third choices may invalidate the entire ballot.

CANDIDATES FOR CLASS A DIRECTOR
(Listed Alphabetically)
Ralph W. Babb Jr.

Nominated by the following banks in Group 1:

Chairman and Chief Executive Officer
Comerica Inc. and Comerica Bank
Dallas, Texas

TEXAS
Woodforest National Bank............................ Houston, Texas
Amegy Bank of Texas................................... Houston, Texas
The Frost National Bank..........................San Antonio, Texas

Ralph W. Babb Jr. is chairman and chief executive officer
of Comerica Inc. and Comerica Bank. He also serves as a
director of both organizations.
Babb joined Comerica in 1995 as executive vice president and chief financial officer. He was named a vice chairman in 1999, responsible for a number of business units. He
was named president and chief executive officer in January
2002, completed his service as chief financial officer in April
of that year and added the title of chairman in October 2002.
Before joining Comerica, Babb served as vice chairman for Mercantile Bancorporation Inc. He joined Mercantile
in 1978 as controller after seven years of service with Peat
Marwick Mitchell & Co., where his last position was audit
manager. He was named treasurer of Mercantile in 1979,
chief financial officer in 1983 and vice chairman in 1987.
Among his professional and community affiliations, Babb
serves as a board member of the Dallas Citizens Council and the
Dallas Regional Chamber. He also serves as a board member
of The Clearing House.
Babb holds a B.S. in business administration from the
University of Missouri.

NOTE—A list of the banks in Group 1, showing the officers authorized to
cast the vote of each bank, is given on page 7 of this notice.
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CANDIDATES FOR CLASS A DIRECTOR­—Continued

Thomas W. Ellison

Nominated by the following bank in Group 1:

Chairman and Chief Executive Officer
Commercial Bank of Texas, NA
Nacogdoches, Texas

TEXAS
Commercial Bank of Texas, NA............Nacogdoches, Texas

Tommy Ellison has served as the president of four different Texas banks, beginning with the de novo chartered First
National Bank of Colleyville, Texas, to his current responsibility
as chairman and chief executive officer of Commercial Bank of
Texas, NA.
Ellison is an active member of banking industry trade
associations and has been a speaker and panel member at
national conventions. He previously served as a member of the
American Bankers Association Community Bankers Council, the
ABA Fraud Prevention Oversight Council and as ABA Membership co-chairman for the state of Texas.
Ellison’s past public service includes the first home-rule
charter commission for the city of Colleyville and as a council member and mayor pro-tem for the city of Grand Prairie
(1984-1989). Ellison is currently a director of Angelina & Nacogdoches Counties Water Improvement and Control District #1.
Ellison is a graduate of Texas A&M University. He served
as adjunct instructor for small business management for the
Dallas County Community College District. Additionally, he has
been an instructor for the American Institute of Banking and a
U.S. Army Reserve School.
He has served as a director, committee member or chairman for numerous civic, religious and fraternal organizations and
is currently a director of the Stephen F. Austin State University
Foundation and Nacogdoches County Economic Development
Corporation.

NOTE—A list of the banks in Group 1, showing the officers authorized to
cast the vote of each bank, is given on page 7 of this notice.
4

CANDIDATES FOR CLASS A DIRECTOR­—Continued

George F. Jones Jr.

Nominated by the following bank in Group 1:

President and Chief Executive Officer
Texas Capital Bancshares Inc.
Chief Executive Officer
Texas Capital Bank
Dallas, Texas

TEXAS
Texas Capital Bank...........................................Dallas, Texas

George F. Jones Jr. serves as chief executive officer of
Texas Capital Bank and president and chief executive officer
of its parent company, Texas Capital Bancshares Inc. (TCBI).
He also serves on the boards of directors of TCBI and Texas
Capital Bank. Jones was one of the founding executives of
TCBI in 1998.
Jones has more than 30 years of banking experience that
includes acquisitions and mergers of financial institutions and
the purchasing of financial assets, as well as the founding of a
highly successful banking venture overseas.
Before TCBI was formed, Jones was an organizer, shareholder and chairman of the board for Resource Bank Dallas. At
Comerica Bank-Texas, Jones was executive vice president and
manager of corporate banking. Prior to Comerica’s acquisition of
NorthPark National Corp. in 1993, he was president and CEO of
NorthPark National Bank. His experience also includes leading
Texas American Bank, Dallas, as president and CEO and vice
president and manager of financial institutions with Mercantile
National Bank, Dallas.
He is active with the Salesmanship Club of Dallas and is
a past chairman of the Salesmanship Club Foundation board
of trustees. He currently serves on the Better Business Bureau
of Metropolitan Dallas Inc.’s board as treasurer and a member
of the executive committee.
Jones is a graduate of both the University of North Texas
with a bachelor’s degree in business administration and the
SW Graduate School of Banking at Southern Methodist University.

NOTE—A list of the banks in Group 1, showing the officers authorized to
cast the vote of each bank, is given on page 7 of this notice.

5

CANDIDATES FOR CLASS A DIRECTOR­—Continued

Greg D. Morse

Nominated by the following bank in Group 1:

Chief Executive Officer
Worthington National Bank
Fort Worth, Texas

TEXAS
Worthington National Bank.......................... Arlington, Texas

Greg D. Morse is chief executive officer of Worthington
National Bank in Fort Worth, Texas. He began his banking career
in 1983 with Continental National Bank. Most of his banking
career was spent with J.P. Morgan and its predecessors and
Frost Bank. He started Worthington National Bank in 2002. In
addition, he was an adjunct professor at the University of Texas
at Arlington for 13 years.
Morse is chairman of Tarrant County Blue, a Wish with
Wings, and the Arlington Library Foundation, past chair of the
Arlington Police Foundation and on the boards of the Fort Worth
Police Foundation, Arlington Children’s Toys Inc. and Ducks
Unlimited. He is also active with Downtown Fort Worth Inc.,
the Downtown Arlington Rotary Club and numerous chambers
of commerce. In the past, he has been active on the American
Heart Association Board, the Arlington Human Services Board,
the Arlington Museum Board, the Downtown Arlington Board,
the Fort Worth Police and Firefighter Memorial, Leadership
Arlington, Leadership Fort Worth, the Metro Christian Academy Board, the Texas Bankers Association and the St. Alban
School Board.
Morse received a B.B.A. from Southern Methodist University and an M.B.A. from Texas Christian University. He is also
a graduate of SW Graduate School of Banking at Southern
Methodist University.

NOTE—A list of the banks in Group 1, showing the officers authorized to
cast the vote of each bank, is given on page 7 of this notice.

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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
Lubbock
Lone Star State Bank of West Texas................................................. President
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...................................................... President
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).
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Directors of the Federal Reserve Bank of Dallas
As of
September 23, 2009
			
Name
Occupation
			

Elected		
by Banks
Class
in Group		

Term
Expires
Dec. 31

Vacant.....................................				
			
			

1

A

2011

Joe Kim King........................... Chief Executive Officer,		
			
Brady National Bank
			
Brady, Texas

2

A

2010

Pete Cook................................ Chief Executive Officer,		
			
First National Bank in Alamogordo
			
Alamogordo, New Mexico

3

A

2009

Margaret H. Jordan.................. President and Chief Executive Officer		
			
Dallas Medical Resource,
			
Dallas, Texas

1

B

2009

James B. Bexley...................... Professor of Finance,		
		
Sam Houston State University
		
Huntsville, Texas

2

B

2011

Robert A. Estrada.................... Chairman,		
			
Estrada Hinojosa & Company Inc.
			
Dallas, Texas

3

B

2010

James T. Hackett . ................... Chairman, President and Chief
Chairman		 Executive Officer,
			
Anadarko Petroleum Corporation,
			
Houston, Texas

Appointed by the
Board of Governors
of the Federal
Reserve System

C

2011

Herb Kelleher.......................... Founder and Chairman Emeritus,
Deputy Chairman		 Southwest Airlines Company
			
Dallas, Texas
				

Appointed by the
Board of Governors
of the Federal
Reserve System

C

2010

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

Myron E. Ullman III..................

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