RESIGNATION OF ADMINISTRATIVE TRUSTEES AND APPOINTMENT OF
SUCCESSORS UNDER AMENDED AND RESTATED TRUST AGREEMENT
RESIGNATION OF ADMINISTRATIVE TRUSTEES AND APPOINTMENT OF
SUCCESSORS UNDER AMENDED AND RESTATED TRUST AGREEMENT
("Agreement") dated as of August 11, 2000 by and among
INDEPENDENT BANKSHARES, INC., a Texas corporation
("Independent"), STATE NATIONAL BANCSHARES, INC., a Texas
corporation ("State National"), U.S. TRUST COMPANY OF TEXAS,
N.A., a national bank with trust powers, as property trustee (the
"Property Trustee"), and BRYAN W. STEPHENSON, an individual,
RANDAL N. CROSSWHITE, an individual, and MICHAEL D. JARRETT, an
individual (each an "Administrative Trustee" and collectively,
the "Administrative Trustees") and TOM C. NICHOLS, an individual,
DON E. COSBY, an individual and EDMUND W. MCGEE, an individual
(each a "Successor Administrative Trustee" and collectively, the
"Successor Administrative Trustees").
RECITALS
WHEREAS, pursuant to that certain Agreement and Plan of
Reorganization (the "Agreement and Plan of Reorganization"), made
and entered into as of the 1st day of March, 2000, by and between
Independent and State National, State National will acquire all
of the issued and outstanding stock of Independent in the merger
of New FSB, Inc., a wholly owned subsidiary of State National,
with and into Independent (the "Merger"), with Independent
surviving as a wholly owned subsidiary of State National, on
August 11, 2000 (the "Effective Time").
WHEREAS, Independent has heretofore entered into that
certain Amended and Restated Trust Agreement dated as of
September 22, 1998 (the "Trust Agreement") among Independent, the
Property Trustee, Wilmington Trust Company, a Delaware banking
corporation, as Delaware trustee (the "Delaware Trustee"), the
Administrative Trustees and the Holders (as such term is defined
therein), to provide for, among other things, (i) the issuance of
the Common Securities by the Trust to the Depositor, (ii) the
issuance and sale of the Preferred Securities by the Trust
pursuant to the Underwriting Agreement, and (iii) the acquisition
by the Trust from the Depositor of all right, title and interest
in the Debentures.
WHEREAS, each of Bryan W. Stephenson, Randal N. Crosswhite
and Michael D. Jarrett desires to resign as Administrative
Trustee and Independent at the direction of State National,
desires to appoint successor Administrative Trustees.
WHEREAS, contemporaneously with the execution and delivery
of this Agreement, each of Bryan W. Stephenson, Randal N.
Crosswhite and Michael D. Jarrett is giving written notice of
such resignation to the Securityholders;
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, the parties
hereto hereby agree as follows:
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1. DEFINITIONS
1.1 Defined Terms. Capitalized terms used in this Agreement and
not otherwise defined herein shall have the meaning assigned to
such terms in the Trust Agreement.
2. RESIGNATION OF ADMINISTRATIVE TRUSTEES AND APPOINTMENT OF
SUCCESSORS
2.1 Resignation of Bryan W. Stephenson, Randal N. Crosswhite and
Michael D. Jarrett. By his execution of this Agreement, each of
Bryan W. Stephenson, Randal N. Crosswhite and Michael D. Jarrett
hereby resigns as Administrative Trustee under the Trust
Agreement, effective as of the Effective Time. The Property
Trustee shall comply, or has complied, with all notice
requirements under the Trust Agreement in connection with such
resignation.
2.2 Appointment of Successor. Independent, in its capacity as
Common Securityholder and at the direction of State National,
hereby appoints Tom C. Nichols, Don E. Cosby and Edmund W. McGee,
individuals with an address of 1617 Broadway, Lubbock, Texas
79401, as the Successor Administrative Trustees.
2.3 Acceptance of Appointment. By his execution of this
Agreement, each of Tom C. Nichols, Don E. Cosby and Edmund W.
McGee hereby accepts his appointment as Successor Administrative
Trustee, and shall thereby be vested with all of the rights,
powers, trusts and duties of an Administrative Trustee under the
terms and conditions of the Trust Agreement. Each Successor
Administrative Trustee affirms his acceptance of the trusts
created by the Trust Agreement, as supplemented by this
Agreement, and agrees to perform the same upon the terms and
conditions of the Trust Agreement, as amended by this Agreement.
2.4 No Event of Default. Independent represents and warrants
that as of the Effective Time, no Debenture Event of Default has
occurred or is continuing.
3. MISCELLANEOUS
3.1 Maintenance of Listing. State National agrees to maintain
or cause the Administrative Trustees to maintain the listing of
the Preferred Securities on The American Stock Exchange, Inc. or
another national exchange or on The Nasdaq Stock Market's
National Market until September 22, 2003.
3.2 Confirmation. The Trust Agreement is in all respects
confirmed and preserved.
3.3 Effectiveness. This Agreement shall be effective as of the
Effective Time, being the time of the effectiveness of the
Merger.
3.4 Recitals. The recitals contained herein shall be taken as
the statements of Independent and State National and the Property
Trustee does not assume any responsibility for their correctness.
The Property Trustee does not make any representations as to the
validity or sufficiency of this Agreement.
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3.5 Governing Law. This Agreement shall be governed by and
construed in accordance with laws of Delaware without regard to
its conflict of law provisions.
3.6 Counterparts. This Agreement may be executed in any number
of counterparts each of which shall be an original, but such
counterparts shall together constitute but one and the same
instrument.
(Signature page follows)
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.
INDEPENDENT BANKSHARES, INC.
By: /s/ BRYAN W. STEPHENSON
--------------------------------
Name: Bryan W. Stephenson
------------------------------
Title: President and CEO
----------------------------
STATE NATIONAL BANCSHARES, INC.
By: /s/ TOM. C. NICHOLS
--------------------------------
Name: Tom C. Nichols
------------------------------
Title: Chairman and CEO
-----------------------------
U.S. TRUST COMPANY OF TEXAS, N.A.
By: /s/ JOHN C. STOHLMANN
------------------------------
Name: John C. Stohlmann
------------------------------
Title: Vice President
------------------------------
/s/ BRYAN W. STEPHENSON
-----------------------------------
Bryan W. Stephenson
as Resigning Administrative Trustee
/s/ RANDAL N. CROSSWHITE
-----------------------------------
Randal N. Crosswhite
as Resigning Administrative Trustee
/s/MICHAEL D. JARRETT
-----------------------------------
Michael D. Jarrett
as Resigning Administrative Trustee
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/s/ TOM C. NICHOLS
-----------------------------------
Tom C. Nichols
as Successor Administrative Trustee
/s/ DON E. COSBY
-----------------------------------
Don E. Cosby
as Successor Administrative Trustee
/s/ EDMUND W. MCGEE
-----------------------------------
Edmund W. McGee
as Successor Administrative Trustee
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