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PART
IV
Item
14. Exhibits,
Financial Statement Schedules, and Reports on Form 8-K
(a)
and (d) Financial Statements and Financial Statement Schedules
The financial
statements and financial statement schedule listed on the accompanying
Index to Financial Statements and Schedule (see page F-1)
are filed as part of this Form 10-K.
(b)
Reports on Form 8-K
One report on
Form 8-K was filed by the Company during the three months ended
December 31, 2000. The report was filed on October 17, 2000, and
Item 5, was reported, including two exhibits.
(c) * Exhibits:
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2.1
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Agreement
and Plan of Merger dated October 16, 2000, between the Company
and Citizens Bankers, Inc.(incorporated by reference to Exhibit
2.1 to the Company’s Current Report on Form 8-K filed October
17, 2000) |
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2.2
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Purchase
Agreement, dated November 9, 2000, among the Company, Southwest
Bank of Texas National Association, Citizens Bankers Limited
Partnership and Baytown Land I, Ltd. (incorporated by reference
to Exhibit 2.1 to the Company’s Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2000) |
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3.1
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Articles
of Incorporation of the Company |
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3.2
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Bylaws
of the Company (Restated as of December 31,1996) |
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3.3
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Amendment
dated December 18,1996 to Articles of Incorporation of the Company |
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3.4
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Amendment
dated May 1,2000 to Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended
March 31,2000) |
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4.1
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Specimen
Common Stock certificate |
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**4.2
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Loan Agreement
(and form of $10,000,000 Promissory Note)dated March 30, 2000,
between the Company and Bank of Oklahoma,N.A. |
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**4.3
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Loan Agreement
(and form of $5,000,000 Promissory Note)dated June 30,2000,
between the Company and Bank of Oklahoma,N.A. |
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**4.4
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Assumption
and Modification Agreement dated December 29,2000 and First
Amendment thereto dated January 10,2001,between Southwest Bank
of Texas National Association and American General Life and
Accident Insurance Company, relating to Third Modification of
Promissory Note (in the original principal amount of $6,250,000),Deed
of Trust and Security Agreement and of Assignment of Leases
and Rents |
 10.1 |
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1989 Stock
Option Plan,amended and restated as of May 29,1998 (incorporated
by reference to Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q for the quarterly period ended March 31,2000) |
10.2
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1993 Stock
Option Plan,amended and restated as of May 29,1998 (incorporated
by reference to Exhibit 10.2 to the Company’s Quarterly
Report on Form 10-Q for the quarterly period ended March 31,2000) |
10.3
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Form of
Stock Option Agreement under 1989 Stock Option Plan and 1993
Stock Option Plan |
10.4
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1996 Stock
Option Plan,as amended January 24,2000 (incorporated by reference
to Exhibit 10.4 to the Company’s Annual Report on Form 10-K
for the year ended December 31,1999) |
10.5
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Form of
Incentive Stock Option Agreement under 1996 Stock Option Plan |
10.6
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Form of
Non-qualified Stock Option Agreement under 1996 Stock Option
Plan |
10.7
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Form of
Stock Option Agreement for Directors under 1996 Stock Option
Plan (incorporated
by reference to Exhibit 10.8 to the Company’s Form S-1 Registration
Statement No. 333-16509) |
10.8
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Form of
Change in Control Agreement, dated as of January 1, 2000, between
the Company
and Paul B. Murphy, Jr. (incorporated by reference to Exhibit
10.1 to the Company’s Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2000) |
10.9
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Form of
Change in Control Agreement, dated as of January 1, 2000, between
the Company
and each of Joseph H. Argue, J. Nolan Bedford, David C. Farries,
James R. Massey and Steve D. Stephens (incorporated by reference
to Exhibit 10.2 to the Company’s Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2000) |
10.10
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Employment
Agreement between the Company and Walter Lane Ward, Jr. (incorporated
by reference to Exhibit 10.11 to the Company’s Annual Report
on Form 10-K for the year ended December 31, 1999) |
***10.11
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Employment
Agreement, amended and restated as of February 17, 2001, between
the Company and Walter E. Johnson (incorporated by reference
to the Company’s Current Report on Form 8-K filed March
7, 2000) |
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***21.1
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List of
subsidiaries of the Company |
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***23.1
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Consent
of PricewaterhouseCoopers LLP |
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*
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All Exhibits
except for those filed herewith and as otherwise indicated are
incorporated herein by reference to the Exhibits bearing the
same Exhibit numbers in the Company’s Form S-1 Registration
Statement No. 333-16509. |
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**
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This Exhibit
is not filed herewith because it meets the exclusion set forth
in Section 601(b) (4) (iii) (A) of Regulation S-K and the Company
hereby agrees to furnish a copy thereof to the Commission upon
request. |
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***
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Filed herewith.
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Management
contract or compensatory plan or arrangement. |
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