HAYNIE RAKE REPASS & KLIMKO, P.C. ATTORNEYS AND COUNSELORS

MARK.HAYNIE DOUG RAKE BRAD REPASS CHRIS KLIMKO PAM G. O'QUINN

Via Hand Delivery

Ms. Karen Smith Director of Applications Banking Supervision Department Federal Reserve Bank of Dallas 2200 N. Pearl Street Dallas, Texas 75201

WELLINGTON CENTRE 14643 Dallas Parkway

Suite 550 Dallas, Texas 75254

January 7, 2016

TELEPHONE: (972) 716-1855 TELECOPY: (972) 716-1850

www.hrrpc.com

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Bt.NK!NG SUPERVISION DEPARJ Mm~· t

Re: Application filed under Section 3(a)(3) and Section 3(a)(5) of the Bank Holding Company Act by First Commercial Financial Corp .. Seguin, Texas ("FCFC") for the acquisition of 100 percent of the common stock of Jourdanton Bancshares, Inc., Jourdanton, Texas ("JBI")

Dear Ms. Smith:

Please find enclosed an original and three copies of the above referenced Application. The required notice of application will be published in the Seguin Gazette and in The Pleasanton Express on January 13, 2016. A copy of the legal notice as it will appear in the newspapers is included in the Application. We will send you the publisher's affidavits following our receipt of the same from the newspapers.

FCFC hereby requests confidential treatment for the information included in the Confidential Volume II of the enclosed Application. The information in Confidential Volume II is financial in nature and would not ordinarily be disclosed to third parties. Further, certain of the information in Confidential Volume II includes FCFC's business strategies relating to the acquisition and is not available· to the public through any other source. Disclosure of this information would be a breach ofFCFC's right to financial privacy and would result in competitive harm to FCFC. This type of information has been afforded confidential treatment in the past, and FCFC requests that such treatment be afforded in this case.

S:\W\3088 First Commercial Bank\033 Jourdanton St Bk, Seguin TX\Regulatory\Cover Ltr filing FRB Application.doc

Ms. Karen Smith Januruy 7, 2016 Page2

Please do not hesitate to call me directly if you have questions or concerns regarding the enclosed Application.

Pam Gates O'Quinn

Enclosure

cc: Mr. Mark Long (w/ encl.) Mark Haynie, Esq. (w/o ends.)

APPLICATION To the Board of Governors of the Federal Reserve System

(the "Board")

First Commercial Financial Corp. 1336 E. Court Street Seguin, TX 78155

hereby apply to the Board pursuant to Section 3(a)(3) and Section 3(a)(5) of the Bank Holding · Company Act of 1956, as amended {the "Act"), for prior approval of the acquisition of direct or indirect ownership, control, or power to vote l 00 percent of the voting shares of:

Jourdanton Bancshares, Inc. Jourdanton State Bank

1301 Oak Street Jourdanton, TX 78026

Applicant requests confidential treatment for a portion of this submission. As required by the General Instructions, a letter justifying the request for confidential treatment is included. The information for which confidential treatment is being sought its separately bound and labeled "CONFIDENTIAL".

VOLUME I January 7, 2016

Name; title, address, and telephone nwnber of person(s) to whom inquiries concerning this Application may be directed:

Pam Gates O'Quinn Haynie Rake Repass & Klimko, P.C. 14643 Dallas Parkway, Suite 550 Dallas, Texas 75254 (972) 716-1855 (phone) (972) 716-1850 (fax) pam@hrrpc.com

CERTIFICATION

I cenify that the information contained in this Application has been examioed carefully by me and is true, correct, and complete, and is current as of the date of this submission to the best of my knowledge and belief. I acknowledge that any misrepresentation or omission of a material fact constitutes fraud in the inducement and may subject 111c to legal sanctions provided by 18 USC l 00 I and 1007.

I also certify, with respect to any infonnation pertaining to an individual and submitted to the Board in {or in connection with) this Application, that the applicant has the authority, on behalf of the individual, to provide such information to the Board and to consent or to object to public release of such infon11ation. I cenify that the applicant and the involved individual consent to public release of any such information, except to the extent set forth in a written request by the applicant or the individual, submitted io accordance with the Instructions to this form and the Board's Rules Regarding Availability of lnfonnation {12 CFR Pan 261), requesting confidential treatment for the information.

Date of Application: :liow O/ 7 18,0/(p

FIRST COMMERCIAL FINANCIAL CORP.

By t4GG.~ Mark A. Long President and CEO

l acknowledge that approval of this Application is in t11e discretion of the Board of Governors of the Federal Reserve System (the "Federal Reserve"). Actions or communications, whether oral, written, or electronic, by the Federal Reserve or its employees in connection with this filing, including approval if granted, do not constitute a contract, either express or implied, or any other obligation binding upon the agency, the United States or any other entity of the United Scates, or any officer or employee of the United States. Such actions or communications· will not affect the ability of the Federal Reserve to exercise its supervisory, regulatory, or examination powers under applicable laws and regulations. I further acknowledge that the foregoing may not be waived or modified by any employee or agency of the Federal Reserve or of the United States.

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SUMMARY OF TRANSACTION

Background

First Commercial Financial Corp. First Commercial Financial Corp. ("FCFC") is a registered bank holding company that is the top tier parent company of First Commercial Bank, N.A., Seguin, Texas ("First Commercial Bank"). First Commercial Bank is wholly owned by First Commercial Corporation, an intermediate holding company, which is in turn wholly owned by FCFC. Although an indirect subsidiary, First Commercial Bank is FCFC's principal asset.

First Commercial Bank is a national bank with its head office in Seguin, Texas. It has 3 locations its main office in Seguin and two branches in New Braunfels, Texas. First Commercial Bank does not have any subsidiaries. As of September 30, 2015, First Commercial Bank had total assets of approximately $156,873,000.

Jourdanton Bancshares, Inc. Jourdanton Bancshares, Inc. ("JBI") is a registered bank holding company that is the parent company of Jourdanton State Bank, Jourdanton, Texas ("Jourdanton Bank"). Jourdanton Bank is Texas state bank and is JBI's principal asset. Jourdanton Bank has four locations its main office in Jourdanton, Texas, two branches in San Antonio, Texas and one branch in Pearsall, Texas. Jourdanton Bank has one subsidiary, JSB Investments, Inc., which operates as an insurance agency. As of September 30, 2015, Jourdanton Bank had total consolidated assets of approximately $169,775,000.

Description of Transaction

FCFC and JBI have entered into an Agreement and Plan of Reorganization (the '"Reorganization Agreement"), a copy of which is included in the Confidential Volume 11 of this Application. The Reorganization Agreement provides for the acquisition of JBI by FCFC through a two-step merger process. First, FCFC will form and organize a wholly-owned subsidiary, FCFC Acquisition Corporation ("Newco'') for the sole purpose of facilitating the acquisition of JBI by FCFC. In the first merger, Newco will merge with and into JBI, with JBI being the surviving entity (the "Newco Merger"). Promptly following the Newco Merger, FCFC will effect the merger of JBI into FCFC, with FCFC continuing as the surviving corporation (the "Subsequent Merger"). The Newco Merger and the Subsequent Merger are collectively referred to herein as the "Merger". As a result of the Merger, FCFC will have acquired JBI and therefore, indirectly, Jourdanton Bank. At that time, JBI will cease to exist as a separate corporate entity, and FCFC will be the parent holding company of First Commercial Bank and of Jourdanton Bank.

Jmmediately following the Merger, FCFC will cause Jourdanton Bank to merge with and into First Commercial Bank (the "Bank Merger"). First Commercial Bank will be the surviving entity in the Bank Merger. Following the Bank Merger, First Commercial Bank will continue as a wholly-owned indirect subsidiary of FCFC.

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Merger Consideration. FCFC will pay the Merger Consideration to the JBI Shareholders in the form of cash and shares of FCFC common stock. Further details of the Merger Consideration are included in the Confidential Volume II of this Application.

Source of Funds and Capital FCFC will obtain the funds to pay the cash portion of the Merger Consideration from a renewal and expansion of its existing credit facility and from a dividend from First Commercial Bank. A detailed discussion of FCFC's financing plans is included in the Confidential Volume II of this Application.

The Reorganization Agreement provides that FCFC's obligation to consummate the transaction is subject to JBI having minimum tangible equity equal to at least $16. l million. Accordingly, FCFC will acquire at least $16.l million of tangible equity as part of the transaction. This minimum equity requirement, together with the issuance of FCFC common stock as part of the Merger Consideration, provides additional capital support to FCFC.

FCFC will be able to reduce its debt to equity ratio to less than 30 percent in less than twelve years and First Commercial Bank will be "well capitalized" on the effective date of the transaction and throughout the debt service period. Pro forma financial statements reflecting the effect of the proposed transaction on FCFC and First Commercial Bank are included in the Confidential Volume II of this Application.

Due Diligence and Integration. FCFC believes the proposed acquisition of JBI and Jourdanton Bank will be a substantial benefit to its business and long-term strategic plan. The acquisition will enhance First Commercial Bank's presence in the South/Central Texas region and will further diversify First Commercial Bank's overall asset base. FCFC conducted careful due diligence of JBI and Jourdanton Bank and found no material issues related to their operations that FCFC was not prepared to manage. A description of the due diligence process is included in the Confidential Volume II of this Application.

The increase in total assets will effectively double the overall the size of FCFC on a consolidated basis. The boards of directors and management of FCFC and of First Commercial Bank anticipate that FCFC and First Commercial Bank will be able to utilize existing infrastructure, integration systems and experience to absorb JBI and Jourdanton Bank into the FCFC organization. First Commercial Bank has a proven sound credit culture, efficient operations and effective compliance systems. First Commercial Bank also has an experienced and cohesive management team that has worked together for many years. FCFC intends to integrate the Jourdanton Bank into First Commercial Bank's culture, operations, and systems and devote First Commercial Bank's management resources to operate the acquired locations and operations of Jourdanton Bank in a safe and sound manner and on a compliant basis. Accordingly, FCFC does not anticipate any operational problems in connection with the integration of Jourdanton Bank into First Commercial Bank.

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Approvals

FCFC has caused First Commercial Bank to submit an Interagency Bank Merger Act Application to the OCC and the Texas Department of Banking for approval of the Bank Merger.

The Merger also is subject to the approval of the shareholders of JBI, and such shareholder approval was obtained at a special meeting of the shareholders of JBI held on October 29, 2015. FCFC, as the sole shareholder ofNewco, will consent to the Merger.

Any action required by law will be taken before consummation of the transaction.

Officers and Directors

While officers and employees of Jourdanton Bank will become officers and employees of First Commercial Bank, other than Mr. Kirk McClelland, none of the officers of Jourdanton Bank will become a senior executive officer of FCFC or First Commercial Bank. Mr. Kirk McClelland currently is a senior vice president of Jourdanton Bank, and he will become a senior vice president and branch manager of First Commercial Bank as part of the transaction. Also, Mr. Alfred A. Steinle, currently a director of JBI and Jourdanton Bank, will become a director of FCFC and First Commercial Bank. Other than Mr. Steinle, none of the current directors of JBl or Jourdanton Bank will become directors of FCFC or First Commercial Bank. There will be no other change in the senior officers and directors of FCFC or First Commercial Bank as a result of the proposed transaction.

Public Notice

The notice attached as Exhibit "A" will be published in The Pleasanton Express, the newspaper of general circulation for Jourdanton on Wednesday, January 13, 2016, and in the Seguin Gazette, the newspaper of general circulation for Seguin also on Wednesday, January 13, 2016.

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I. PROVIDE THE FOLLOWING WITH RESPECT TO THE BANK/BANK HOLDING COMPANY TO BE ACQUIRED:

A TOT AL NUMBER OF SHARES OF EACH CLASS OF STOCK OUTSTANDING;

B. NUMBER OF SHARES OF EACH CLASS NOW OWNED OR UNDER OPTION BY APPLICANT, BY SUBSIDIARIES OF APPLICANT, BY PRINCIPALS OF APPLICANT, BY TRUSTEES FOR THE BENEFIT OF APPLICANT, ITS SUBSIDIARIES, SHAREHOLDERS, AND EMPLOYEES BY CLASS, OR BY AN ESCROW ARRANGEMENT INSTITUTED BY APPLICANT;

The authorized capital stock of JBI consists of l ,000,000 shares of common stock, of which 148,477 shares are issued and outstanding and 500,000 shares of preferred stock, none of which are issued and outstanding.

Other than the Reorganization Agreement which is the subject of this Application, there are no arrangements by which FCFC owns JBI shares, options to acquire JBI shares, or has an interest in trusts or escrow accounts instituted by or for the benefit of FCFC to own JBI shares.

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C. NUMBER OF SHARES OF EACH CLASS TO BE ACQUIRED BY CASH PURCHASE, THE AMOUNT TO BE PAID, PER SHARE AND IN TOTAL, AND THE SOURCE OF FUNDS TO BE APPLIED TO THE PURCHASE;

D. NUMBER OF SHARES OF EACH CLASS TO BE ACQUIRED BY EXCHANGE OF STOCK, THE EXCHANGE RA TIO, AND THE NUMBER AND DESCRIPTION OF EACH CLASS OF APPLICANT'S SHARES TO BE EXCHANGED.

The Reorganization Agreement provides that FCFC will pay the Merger Consideration to the JBI Shareholders in part cash and part FCFC common stock. A detailed discussion of the Merger Consideration is included in the Confidential Volume II of this Application.

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E. A BRIEF DESCRIPTION OF ANY UNUSUAL CONTRACTUAL TERMS, ESPECIALLY THOSE TERMS NOT DISCLOSED ELSEWHERE IN THE APPLICATION. ALSO, PROVIDE THE EXPIRATION DATES OF ANY CONTRACTUAL ARRANGEMENT BETWEEN THE PARTIES INVOLVED IN THIS APPLICATION. AS AN ALTERNATIVE TO DEVELOPING THE FOREGOING INFORMATION, PROVIDE A COPY OF THE PURCHASE, OPERA TING, OR OTHER AGREEMENTS AS SOCIA TED WITH THE PROPOSED TRANSACTION.

Expiration Date

The parties propose to consummate the transaction during the first quarter of 2016. The parties may terminate the Reorganization Agreement if the Merger is not consummated prior to January 31, 2016. FCFC anticipates that the Reorganization Agreement will be amended to extend this expiration date to March 31, 2016.

Related Agreements

The Reorganization Agreement contemplates that certain individuals would sign various agreements related to the Reorganization Agreement. The following is a description of those agreements:

Voting Agreement. The directors of JBI executed a Voting Agreement which requires those directors, in their capacity as shareholders, to vote in favor of the transaction. As noted elsewhere in this Application, JBI has held its shareholder meeting at which the Merger was approved by the requisite vote. A copy of the form of the Voting Agreement is attached as Exhibit "B" to the Reorganization Agreement included in the Confidential Volume II of this Application.

Releases. In connection with completion of the merger, the executive officers and directors of JBI and Jourdanton Bank will enter into an instrument in favor of JBI and Jourdanton Bank releasing each of them from any and all claims of such director or executive officer, as the case may be, other than claims for indemnification rights under applicable corporate documents, or in connection with any deposits or loans of the individual at Jourdanton Bank, as applicable. A form of the release is attached as Exhibit "C" to the Reorganization Agreement included in the Confidential Volume II of this Application.

Consulting Agreement. In consideration of and in connection with the completion of the transaction, First Commercial Bank has entered into a Consulting Agreement with one of the executive officers of Jourdanton Bank. The Consulting Agreement contains various non­solicitation and non-competition covenants for periods of up to two years covering various geographic areas including Atascosa, Bexar, Frio and Guadalupe counties, Texas.

The non-solicitation and non-competition provisions contained in this agreement are customary in similar arrangements with officers and directors of financial institutions. They are

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limited in scope) both geographically (to the specific geographic area in which the financial institutions currently engage in the commercial banking business) and with respect to duration, all in accordance with applicable law governing noncompetition agreements. The consideration for these covenants is the consideration paid pursuant to the Reorganization Agreement as well as the consideration provided for in the Consulting Agreement. FCFC considers this arrangement reasonable given the influence of this individual in the market areas where Jourdanton Bank operates. FCFC believes the franchise value of Jourdanton Bank would be diminished if this individual actively competed for business in this area. A copy of the executed Consulting Agreement is included in the Confidential Volume II of this Application.

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2. IF THE PROPOSED TRANSACTION IS AN ACQUISITION OF ASSETS AND ASSUMPTION OF LIABILITIES, INDICATE THE TOT AL PRICE AND THE SOURCE OF FUNDS THAT APPLICANT INTENDS TO USE FOR THE PROPOSED PURCHASE, AND DISCUSS THE EFFECT OF THE TRANSACTION ON THE OPERATIONS OF APPLICANT.

Not Applicable.

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3. IF THE PROPOSED TRANSACTION INVOLVES THE ACQUISITION OF AN UNAFFILIATED BANKING OPERA Tl ON OR OTHERWISE REPRESENTS A CHANGE IN OWNERSHIP OF EST AB LI SHED BANKING OPERATIONS, DESCRIBE BRIEFLY THE DUE DILIGENCE REVIEW CONDUCTED ON THE TARGET OPERATIONS BY APPLICANT. INDICATE THE SCOPE OF AND RESOURCES COMMITTED TO THE REVIEW, EXPLAIN ANY SIGNIFICANT ADVERSE FINDINGS, AND DESCRIBE THE CORRECTIVE ACTION(S) TO BE TAKEN TO ADDRESS THOSE WEAKNESSES.

The presidents of each of FCFC and JBI have known one another for several years. In conversations related to the state of the banking industry in 2014, they discussed strategic planning and a possible merger. FCFC began reviewing information regarding JBI during these discussions, becoming familiar with the financial condition and operations of JBI and Jourdanton Bank. The two boards of directorS then determined to pursue a possible merger, and FCFC and JBI entered into a confidentiality agreement and a letter of intent. Following the execution of a confidentiality agreement and the letter of intent, FCFC and First Commercial Bank conducted a thorough review of JBI and Jourdanton Bank. The scope of the due diligence included financial performance, loan portfolio/asset quality, investment portfolio, and compliance, operational, legal, and human resource matters. A discussion of the due diligence process and the results of the due diligence is included in the Confidential Volume II of this Application.

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4. FOR APPLJCA TIONS FILED PURSUANT TO SECTION 3(a)(l) OF THE BHC ACT, IF THE PROPOSED TRANSACTION WOULD RESULT IN AN ORGANIZATION OTHER THAN A SHELL ONE-BANK HOLDING COMPANY, SUBMIT A PRO FORMA ORGANIZATION CHART SHOWING APPLICANT'S PERCENTAGE OWNERSHIP OF ALL BANKS AND COMPANIES, BOTH DOMESTIC AND FOREIGN, IN WHICH IT OIRECTL Y OR INDIRECTLY WILL OWN OR CONTROL MORE THAN 5 PERCENT OF THE OUTSTANDING VOTING SHARES.

Not AppJicable.

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FINANCIAL AND MANAGERIAL INFORMATION

5.

B.

A. FOR APPLICANT THAT IS NOT OR WOULD NOT BE SUBJECT TO CONSOLIDATED CAPITAL STANDARDS FOLLOWING CONSUMMATION OF THE PROPOSED TRANSACTION, PROVIDE A PARENT COMPANY BALANCE SHEET AS OF THE END OF THE MOST RECENT FISCAL QUARTER, SHOWING SEPARATELY EACH PRINCIPAL GROUP OF ASSETS, LIABILITIES, AND CAP IT AL ACCOUNTS; DEBIT AND CREDIT ADJUSTMENTS (EXPLAINED BY FOOTNOTES) REFLECTING THE PROPOSED TRANSACTION; AND THE RESULTING PRO FORMA BALANCE SHEET;

FOR AN APPLICANT THAT IS OR WOULD BE SUBJECT TO CONSOLIDATED CAPITAL STANDARDS FOLLOWING CONSUMMATION OF THE PROPOSED TRANSACTION, PROVIDE PARENT COMPANY AND CONSOLIDATED BALANCE SHEETS AS OF THE END OF THE MOST RECENT FISCAL QUARTER, SHOWING SEPARATELY EACH PRINCIPAL GROUP OF ASSETS, LIABILITIES, AND CAPITAL ACCOUNTS; DEBIT AND CREDIT ADJUSTMENTS (EXPLAINED BY FOOTNOTES) REFLECTING THE PROPOSED TRANSACTION; AND THE RESULTING PROFORMA BALANCE SHEETS; AND

THE BALANCE SHEETS PROVIDED IN RESPONSE TO A AND B SHOULD BE SUFFICIENT IN DETAIL TO REFLECT ANY:

• COMMON EQUITY AND PREFERRED STOCK; • TRUST PREFERRED SECURITIES AND OTHER QUALIFYING CAPITAL; • LONG AND SHORT- TERM DEBT; • GOODWILL AND ALL OTHER TYPES OF INTANGIBLE ASSETS, AS WELL AS

ANY RELEVANT AMORTIZATION PERIOD(S); • MATERIAL CHANGES BETWEEN THE DA TE OF THE BALANCE SHEET AND

THE DATE OF THE APPLICATION (EXPLAINED BY FOOTNOTES).

FCFC is not and will not be subject to consolidated capital standards. A current parent­only balance sheet as of September 30, 2015 and a pro fonna parent-on1 y balance sheet as if the transaction had been completed on September 30, 2015 are included in the Confidential Volume II of this Application.

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C. FOR AN APPLICANT THAT IS OR WOULD BE SUBJECT TO CONSOLIDATED CAPITAL STANDARDS FOLLOWING CONSUMMATION OF THE PROPOSED TRANSACTION, PROVIDE A BREAKDOWN OF THE ORGANIZATION'S EXISTING AND PRO FORMA RISK-ADJUSTED ASSETS AS OF THE END OF THE MOST RECENT FISCAL QUARTER, SHOWING EACH PRINCIPAL GROUP OF ON- AND OFF-BALANCE SHEET ASSETS AND THE RELEVANT RISK-WEIGHT. ALSO, IDENTIFY THE EXISTING AND PRO FORMA COMPONENTS OF TIER I, TIER 2, AND TIER 3 (IF ANY) CAPITAL PURSUANT TO THE RISK-BASED CAPITAL GUIDELINES AS OF THE END OF THE MOST RECENT FISCAL QUARTER, AND PROVIDE CALCULATIONS OF APPLICANT'S EXISTING AND PRO FORMA TIER 1 AND TOT AL CAPITAL RATIOS PURSUANT TO THE RISK-BASED GUIDELINES AND THE RELATED LEVERAGE RATIOS.

IN APPLICATIONS FILED PURSUANT TO SECTION 3(A)(I) OF THE BHC ACT, IF THE APPLICATION INVOLVES THE TRANSFER OF OWNERSHIP OF BANK FROM ONE CONTROL GROUP TO ANOTHER AT THE TIME OF FORMATION, THEN APPLICANT'S CARRYING VALUE FOR THE SHARES OF BANK WOULD BE THE PURCHASE PRICE. IF THE APPLICATION INVOLVES THE TRANSFER OF OWNERSHIP OF BANK FROM INDIVIDUAL TO CORPORA TE FORM (A REORGANIZATION OF EXISTING OWNERSHIP INTERESTS), THEN APPLICANT'S CARRYING VALUE FOR THE SHARES OF BANK SHOULD BE THE HISTORICAL COST TO THE EXCHANGING SHAREHOLDERS PLUS THE PROPORTIONATE INTEREST IN ANY UNDISTRIBUTED EARNINGS OF BANK FROM THE DA TE THOSE SHARES WERE ACQUIRED BY THE EXCHANGING SHAREHOLDERS. (BANK'S VALUATION RESERVES ARE NOT INCLUDED IN THESE COMPUTATIONS.) IF HISTORICAL COST PLUS UNDISTRIBUTED EARNINGS CANNOT REASONABLY BE DETERMINED, THEN PRESENT BOOK VALUE SHOULD BE ASSIGNED TO THE SHARES OF BANK AS CARRYING VALUE. THE COMPUTATION OF CARRYING VALUE SHOULD BE EXPLAINED BY FOOTNOTES.

Not applicable.

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6. PROVIDE FOR APPLICANT AND ANY OTHER BANK(S)/BANK HOLDING COMPANY (IES) THAT WOULD RESULT FROM THE PROPOSAL:

A. A DESCRIPTION OF ANY PLANS (IN CONNECTION WITH THE PROPOSED TRANSACTION, OR OTHERWISE) TO ISSUE, INCUR, OR ASSUME ADDITIONAL COMMON EQUITY, PREFERRED STOCK, TRUST PREFERRED SECURITIES, OTHER QUALIFYING CAP IT AL, AND/OR DEBT. AS RELEVANT, SPECIFY THE AMOUNT, PURPOSE, NAME AND LOCATION OF THE ISSUER AND/OR LENDER; PROVIDE A COPY OF ANY LOAN AGREEMENT, LOAN COMMITMENT LETTER FROM THE LENDER, OR OTHER UNDERLYING AGREEMENT WHICH PROVIDES THE INTEREST RATE, MATURITY, COLLATERAL, AND PROPOSED AMORTIZATION SCHEDULE; AND DISCUSS WHAT RESOURCES WOULD.BE USED TO SERVICE ANY DEBT OR CAPITAL INSTRUMENTS ARISING FROM THE PROPOSED TRANSACTION; AND

B. CASH FLOW PROJECTIONS UNDER THE FOLLOWING LIMITED CIRCUMSTANCES;

(I) FOR AN APPLICANT THAT IS OR WOULD BE SUBJECT TO CON SO LIDA TED CAPITAL STANDARDS FOLLOWING CONSUMMATION OF THE PROPOSED TRANSACTION AND THAT WOULD INCUR OR ASSUME ANY DEBT OR TRUST PREFERRED SECURITIES IN THE PROPOSAL SUCH THAT PARENT COMPANY LONG-TERM DEBT WOULD EXCEED 30 PERCENT OF PARENT COMPANY EQUITY CAPITAL, PROVIDE CASH FLOW PROJECTIONS FOR THE PARENT COMPANY FOR EACH OF THE NEXT THREE YEARS, ALONG WITH SUPPORTING SCHEDULES FOR EACH MATERIAL CASH RECEIPT AND DISBURSEMENT. IF APPLICANT PROJECTS THAT DIVIDENDS OR OTHER PAYMENTS FROM SUBSIDIARY BANKS WILL BE USED TO SERVICE PARENT COMPANY DEBT AND/OR TRUST PREFERRED SECURITIES, PROVIDE PROJECTIONS OF SUBSIDIARY BANK(S) ASSETS, TIER 1 AND TOTAL CAPITAL RATIOS PURSUANT TO THE RISK-BASED CAPITAL GUIDELINES, LEVERAGE RATIO, EARNINGS, AND DIVIDENDS. (IF THE COMBINED ASSETS OF THE SUBSIDIARY BANKS EXCEED $500 MILLION, SUBSIDIARY BANK DA TA MAY BE SHOWN ON AN AGGREGATE BASIS.);

(II) FOR AN APPLICANT THAT IS NOT OR WOULD NOT BE SUBJECT TO CONSOLIDATED CAPITAL STANDARDS FOLLOWING CONSUMMATION OF THE PROPOSED TRANSACTION AND THAT WOULD INCUR OR ASSUME ANY DEBT OR TRUST PREFERRED SECURITIES JN THE PROPOSAL SUCH THAT PARENT COMPANY LONG-TERM DEBT WOULD EXCEED 30 PERCENT OF PARENT COMPANY EQUITY CAPITAL, PROVIDE CASH FLOW PROJECTIONS FOR THE PARENT COMPANY FOR EACH OF THE NEXT TWELVE YEARS, ALONG WITH SUPPORTING SCHEDULES FOR EACH MATERIAL CASH RECEIPT AND DISBURSEMENT. THESE

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PROJECTIONS MUST CLEARLY DEMONSTRATE THE ABILITY OF THE PARENT COMPANY TO REDUCE THE LONG-TERM DEBT TO EQUITY RA TIO TO 30 PERCENT OR LESS WITHIN TWELVE YEARS OF CONSUMMATION AND MUST TAKE INTO ACCOUNT THE SCHEDULE OF PRINCIPAL REDUCTION REQUIRED BY THE PARENT COMPANY'S CREDITOR(S). INCLUDE PROJECTIONS OF SUBSIDIARY BANK(S) ASSETS, TIER I AND TOTAL CAPITAL RATIOS PURSUANT TO THE RISK-BASED CAPITAL GUIDELINES, LEVERAGE RATIO, EARNINGS, DIVIDENDS, AND OTHER PAYMENTS TO AFFILIATES. EXPLAIN THE METHODS AND ASSUMPTIONS UTILIZED IN THE PROJECTIONS, AND SUPPORT ALL ASSUMPTIONS WHICH DEVIATE FROM HISTORICAL PERFORMANCE.

(III) FOR AN APPLICANT THAT IS NOT OR WOULD NOT BE SUBJECT TO CONSOLIDATED CAPITAL STANDARDS FOLLOWING CONSUMMATION OF THE PROPOSED TRANSACTION AND THAT WOULD INCUR OR ASSUME ANY DEBT OR TRUST PREFERRED SECURITIES IN THE PROPOSAL SUCH THAT PARENT COMPANY LONG-TERM DEBT WOULD BE EQUAL TO OR LESS THAN 30 PERCENT OF PARENT COMPANY EQUITY CAPITAL AND COMBINED PARENT COMPANY LONG-TERM DEBT AND TRUST PREFERRED SECURITIES WOULD EXCEED 30 PERCENT OF PARENT COMPANY EQUITY CAPITAL, PROVIDE CASH FLOW PROJECTIONS FOR THE PARENT COMPANY FOR EACH OF THE NEXT THREE YEARS, ALONG WITH SUPPORTING SCHEDULES FOR EACH MATERIAL CASH RECEIPT AND DISBURSEMENT. AS INDICATED ABOVE, RELEVANT BANK SUBSIDIARY PROJECTIONS SHOULD BE PROVIDED IF THE PARENT COMPANY PROJECTS REL YING ON DIVIDENDS AND OTHER PAYMENTS FROM BANK SUBSIDIARIES TO SERVICE ITS DEBT AND TRUST PREFERRED SECURITIES.

FCFC will issue shares of FCFC common stock to certain "eligible" shareholders of JBI as part of the Merger Consideration. See Description of the Transaction in the Confidential Volume II for the terms of this issuance of additional common equity. FCFC has sufficient shares of authorized but unissued common stock available for issuance in order to satisfy this piece of the proposed Merger Consideration.

In addition, FCFC will incur debt to facilitate the payment of the cash portion of the Merger Consideration. FCFC renewed and expanded its existing credit facility with TIB-The Independent Banker's Bank to provide the funds for the acquisition. A discussion of the financing and copies of the substantive loan documents are included in the Confidential Volume II of this Application.

Financial projections which clearly demonstrate the ability of FCFC to reduce its long-term debt to equity ratio to 30 percent or Jess within twelve years of consummation are included in the Confidential Volume II of this Application. These financial projections also demonstrate that First Commercial Bank will remain "well capitalized" throughout the debt service period.

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7. FOR APPLICATIONS FILED PURSUANT TO SECTION 3(A)(l) OF THE BHC ACT, PROVIDE FOR APPLICANT AND BANK A LIST OF PRINCIPALS (INCLUDING CHANGES OR ADDITIONS TO THIS LIST TO REFLECT CONSUMMATION OF THE TRANSACTION), PROVIDING INFORMATION WITH RESPECT TO EACH AS FOLLOWS:

A. NAME AND ADDRESS (CITY AND STATE/COUNTRY). IF THE PRINCIPAL'S COUNTRY OF CITIZENSHIP IS DIFFERENT FROM HIS OR HER COUNTRY OF RESIDENCE, THEN STATE THE COUNTRY OF CITIZENSHIP;

B. TITLE OR POSITION WITH APPLICANT AND BANK;

C. NUMBER AND PERCENT AGE OF EACH CLASS OF SHARES OF APPLICANT AND BANK OWNED, CONTROLLED, OR HELD WITH POWER TO VOTE BY THIS INDIVIDUAL.

D. PRINCIPAL OCCUPATION IF OTHER THAN WITH APPLICANT OR BANK;AND

E. PERCENTAGE OF DIRECT OR INDIRECT OWNERSHIP, IF SUCH OWNERSHIP REPRESENTS 10 PERCENT OR MORE OF ANY CLASS OF SHARES, OR POSITIONS HELD IN ANY OTHER DEPOSITORY INSTITUTION OR DEPOSITORY INSTITUTION HOLDING COMPANY. GIVE THE NAME AND LOCATION OF SUCH OTHER DEPOSITORY INSTITUTION OR DEPOSITORY INSTITUTION HOLDING COMPANY. (INFORMATION THAT HAS BEEN COLLECTED OR UPDATED WITHIN THE PAST 12 MONTHS MAY BE SUBMITTED, UNLESS APPLICANT HAS REASON TO BELIEVE THAT SUCH INFORMATION IS INCORRECT.

This Application is filed pursuant to Section 3(a)(3) and Section 3(a)(5) of the BHC Act and, accordingly, Item 7 is not applicable.

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8. FOR APPLICATIONS FILED PURSUANT TO SECTION 3(A)(3) OR 3(A)(5) OF THE BHC ACT, LIST ANY CHANGES IN MANAGEMENT OR OTHER PRINCIPAL RELATION SHIPS FOR APPLICANT AND THE BANK/BANK HOLDING COMPANY WHICH WILL RESULT FROM THE PROPOSAL. FOR ANY EXISTING OR PROPOSED PRINCIPAL OF APPLICANT OR BANK/BANK HOLDING COMPANY THAT IS ALSO A PRINCIPAL OF ANY OTHER DEPOSITORY INSTITUTION OR DEPOSITORY INSTITUTION HOLDING COMPANY, PROVIDE THE FOLLOWING INFORMATION:

A. NAME, ADDRESS AND TITLE OR POSITION WITH APPLICANT, BANK/BANK HOLDING COMPANY, AND THE OTHER DEPOSITORY INSTITUTION OR DEPOSITORY INSTITUTION HOLDING COMPANY (GIVE THE NAME AND LOCATION OF THE OTHER DEPOSITORY INSTITUTION OR DEPOSITORY INSTITUTION HOLDING COMPANY);

B. NUMBER AND PERCENTAGE OF EACH CLASS OF SHARES OF APPLICANT AND BANK/BANK HOLDING COMPANY OWNED, CONTROLLED, OR HELD WITH POWER TO VOTE BY THIS INDIVIDUAL;

C. PRINCIPAL OCCUPATION IF OTHER THAN WITH APPLICANT OR BANK/BANK HOLDING COMPANY; AND

D. PERCENTAGE OF DIRECT OR INDIRECT OWNERSHIP HELD IN THE OTHER DEPOSITORY INSTITUTION OR DEPOSITORY INSTITUTION HOLDING COMPANY IF SUCH OWNERSHIP REPRESENTS 10 PERCENT OR MORE OF ANY CLASS OF SHARES. (INFORMATION THAT HAS BEEN COLLECTED OR UPDATED WITHIN THE PAST 12 MONTHS MAY BE SUBMITTED, UNLESS APPLICANT HAS REASON TO BELIEVE THAT SUCH INFORMATION IS INCORRECT.)

The proposal will not result in a change in management or other principal relationships of FCFC. Jourdanton Bank will cease to exist following the transaction. While officers of Jourdanton Bank will become officers of First Commercial Bank, other than Mr. Kirk McClelland, none of the officers of Jourdanton Bank will become a senior executive officer of FCFC or First Commercial Bank. Mr. Kirk McClelland currently is a senior vice president of Jourdanton Bank, and he will become a senior vice president and branch manager of First Commercial Bank as part of the transaction. Also, Mr. Alfred A. Steinle, currently a director of JBI and Jourdanton Bank will become a director of FCFC and First Commercial Bank. Other than Mr. Steinle, none of the current directors of JBI or Jourdanton Bank will become directors of FCFC or First Commercial Bank. There will be no other change in the senior executive officers and directors of FCFC or First Commercial Bank as a result of the proposed transaction.

18

9. DISCUSS ANY MATERIAL CHANGE IN THE FINANCIAL CONDITION OF BANK/BANK HOLDING COMPANY SINCE THE MOST RECENT EXAMINATION/INSPECTION. INDICATE THE AMOUNT OF ANY DIVIDEND PAYMENT BY BANK/BANK HOLDING COMPANY SINCE THE DATE OF THE MOST RECENT REPORT OF CONDITION AND REPORT OF INCOME AND DIVIDENDS. ALSO, INDICATE THE AMOUNT OF ANY BANK/BANK HOLDING COMPANY DIVIDENDS THAT ARE PLANNED PRIOR TO CONSUMMATION. FOR APPLICATIONS FILED PURSUANT TO SECTION 3(A)(l) OF THE BHC ACT, PROVIDE FOR BANK A COPY OF ALL SCHEDULES FROM THE MOST RECENT REPORT OF CONDITION AND REPORT OF INCOME AND DIVIDENDS AS FILED WITH A FEDERAL SUPERVISORY AUTHORITY.

To the best knowledge of FCFC, there has been no material adverse change in the financial condition of Jourdanton Bank since the date of its most recent examination.

Jourdanton Bank has not paid a dividend since September 30, 2015, the date of its most recent Call Report. However, at its December 2015 meeting, the board of directors of Jourdanton Bank approved a dividend in the amount of $222,715.50 to be paid in January 2016. Jourdanton Bank anticipates that this dividend will be paid on or before January 19, 2016. In addition, JBI has declared a dividend to its shareholders in the amount of $1.50 per share, which also will be paid in January 2016.

Further, the Reorganization Agreement provides that if the Tangible Equity of JBI is more than $16, 100,000 on the Calculation Date, then JBI may distribute any such excess to its shareholders immediately prior to closing.

19

IO. IF THE CONSOLIDATED ASSETS OF THE RESULTING ORGANIZATION ARE LESS THAN $500 MILLION, FOR EACH PRINCIPAL OF APPLICANT WHO EITHER WOULD RETAIN PERSONAL INDEBTEDNESS OR ACT AS GUARANTOR FOR ANY DEBT THAT WAS INCURRED IN THE ACQUISITION OF SHARES OF APPLICANT OR BANK/BANK HOLDING COMPANY, PROVIDE THE FOLLOWING:

A. NAME OF BORROWER AND TITLE, POSITION, OR OTHER DESIGNATION THAT MAKES THE BORROWER A PRINCIPAL OF APPLICANT;

B. AMOUNT OF PERSONAL INDEBTEDNESS TO BERET AINED;

C. A DESCRIPTION OF THE TERMS OF THE BORROWING, THE NAME AND LOCATION OF THE LENDER, AND A COPY OF ANY RELATED LOAN AGREEMENT OR LOAN COMMITMENT LETTER FROM THE LENDER;

D. ST A TEMENT OF NET WORTH AS OF A DA TE WITHIN THREE MONTHS OF APPLICANT'S FINAL FILING OF THE APPLICATION. THE STATEMENT OF NET WORTH SHOULD BE IN SUFFICIENT DETAIL TO IND I CA TE EACH PRINCIPAL GROUP OF ASSETS AND LIABILITIES OF THE REPORTING PRINCIPAL, AND THE BASIS FOR THE VALUATION OF ASSETS. IN ADDITION TO DEBTS AND LIABILITIES, THE REPORTING PRINCIPAL SHOULD ST ATE ON A SEP ARA TE SCHEDULE, ANY ENDORSED, GUARANTEED, OR OTHERWISE INDIRECT OR CONTINGENT LIABILITY FOR THE OBLIGATION OF OTHERS; AND

E. STATEMENT OF MOST CURRENT YEAR'S INCOME. IN ADDITION TO INDICATING EACH PRINCIPAL SOURCE OF ANNUAL INCOME, THE REPORTING PRINCIPAL SHOULD LIST ANNUAL FIXED OBLIGATIONS ARISING FROM AMORTIZATION AND OTHER DEBT SERVICING. (IF THE MOST CURRENT YEAR'S STATEMENT IS NOT REPRESENTATIVE OF THE FUTURE, THE REPORTING PRINCIPAL SHOULD SUBMIT A PROFORMA INCOME ST A TEMENT AND DISCUSS THE SIGNIFICANT CHANGES.)

None of the principals of FCFC will retain personal indebtedness or guarantee the indebtedness of FCFC as part of the proposed transaction.

20

COMPETITION

IF THE SUBJECT TRANSACTION IS A BANK HOLDING COMPANY FORMATION INVOLVING ONLY ONE BANK OR AN APPLICATION FILED PURSUANT TO SECTION 3(A)(3) OR 3(A)(5) OF THE BHC ACT TO ACQUIRE A DE NOVO BANK, A RESPONSE TO ITEMS 11 AND 12 IS NOT REQUIRED. OTHERWISE, APPLICANT SHOULD CONTACT THE APPROPRIATE RESERVE BANK TO DETERMINE WHETHER A RESPONSE TO ITEMS 11 AND 12 WILL BE NECESSARY. IF A RESPONSE IS REQUIRED, APPLICANT SHOULD OBT A1N A PRELIMINARY DEFINITION OF THE RELEVANT BANKING MARKETS FROM THE RESERVE BANK. IF APPLICANT DISAGREES MATERIALLY WITH THE RESERVE BANK1S PRELIMINARY DEFINITION OF THE BANKING MARKET(S), IT MAY IN ADDITION TO SUPPL YING THE INFORMATION REQUESTED ON THE BASIS OF THE RESERVE BANK'S DEFINITION OF THE BANKING MARKET(S), INCLUDE ITS OWN DEFINITION OF THE BANKING MARK.ET(S), WITH SUPPORTIVE DATA, AND ANSWER THE QUESTIONS BASED ON ITS DEFINITION. IF LATER ANALYSIS LEADS THE FEDERAL RESERVE STAFF TO ALTER THE PRELIMINARY DEFINITION PROVIDED, APPLICANT WILL BE SO INFORMED.

11. DISCUSS THE EFFECTS OF THE PROPOSED TRANSACTION ON COMPETITION CONSIDERING THE STRUCTURAL CRITERIA SPECIFIED IN THE BOARD'S RULES REGARDING DELEGATION OF AUTHORITY (SECTION 265.llc(l l)(v)). APPLICANT MAY BE REQUIRED TO PROVIDE ADDITIONAL INFORMATION IF THE FEDERAL RESERVE STAFF DETERMINES THAT THE PROPOSAL EXCEEDS EXISTING COMPETITIVE GUIDELINES. ALSO, IF DIVESTITURE OF ALL OR ANY PORTION OF ANY BANK OR NON-BANKING COMPANY CONSTITUTES PART OF THIS PROPOSAL, DISCUSS IN DETAIL THE SPECIFICS AND TIMING OF THE DIVESTITURE.

The only market in which both First Commercial Bank and Jourdanton Bank have offices is the San Antonio, Texas area. The relevant banking market for the offices in San Antonio, Texas is the San Antonio MSA.

The San Antonio MSA is a considered a highly concentrated banking market, with a pre­merger HHI of unweighted deposits of 4824, and an HHI of weighted deposits of 3045. The high concentration is a result of USAA having 68.5% of the unweighted deposits in the market. As of June 30, 2015, total deposits in this market were $90,702,304,000.

Even though the San Antonio market is considered concentrated, the proposed transaction will not increase the HHI for the market. The combined deposits of First Commercial Bank and Jourdanton Bank in the San Antonio banking market as of June 30, 2015 would have been only approximately $158,592,000, or only 0.17% of the market's total deposits. A copy of the pro forma HHI and deposit levels resulting from the proposed transaction is submitted on the following pages. Given that the proposed transaction will not increase the HHI for the market and the small market share of deposits to be held by the combined bank after the transaction, the combination of these banks will have no material adverse effect upon existing or potential competition.

21

CASSIDrM Competitive Analysis and Structure Source Instrument for Depository Institutions

Federal Reserve Bank of St. Louis

San Antonio, TX Banking Market HHI Deposit Analysis* (For Commercial Bank and Thrift Organizations) Run Date: January 6, 2016

Market Number: 48190

Unweighted

RSSDID Type Branches Name City State Deposits.. Rank

Target Organization

Pre Merger Post Merger

Weighted••• Unweighted Weighted ·-

% Deposits Rank % Deposits- Rank % Deposits Rank %

:3~9_6-1:~2~~:~o~~~B~H~~~N~K~~2~2~~~~J~O~~o~Ru_D-rd_A-aN~n:~~~N-s-:~~~eN~:_a-:~:~A-R-_E-S~,~IN~C~.~~~J~O-J-~~Ru~DR~:_N_A_T-NO_~:a~_N-_-_-_-_-_T-X~T~X~~.~~~~:~~-·-:_e-8~~~~-4-3~~~-o--.~02~,__I-_--~-:~~~·:~:_~---~-_-43~~~~0.-~4-1rr1--o-.o-o-o--o--.. -o-.o-o~,---o-.o-oo--o--o-.-00_, Buyer Organization

2299992 BHC 3

400365 BANK 3

Resulting Organization

2299992 BHC 5

400365 BANK 3

602150 BANK 2

Total Organizations:

Total Banking Organizations:

Total Thrift Organizations:

Herfindahl-Hlrschman Index

HHI Unweighted Deposits

1 HHI Weighted Deposits

FIRST COMMERCIAL FINANCIAL

CORP

First Commercial Bank, National

Association

FIRST COMMERCIAL FINANCIAL

CORP

First Commercial Bank,

Association

Jourdanton State Bank

Premerger Postmerger

54 53

52 51

2 /2

--Pre Merger Post Merger

4824 4824

3045 3045

SEGUIN TX

SEGUIN TX 137.212

SEGUIN TX 0.21

I Change in HHI

10

jo

--Other Organizations Pre Merger Post Merger

Unweighted Weighted-· Unweighted Weighted-

RSSOIO Type Branches Name City State Deposits- Rank % Deposits Rank % I Deposits .. Rank % Deposits Rank %

1447376 THC 1 UNITED SERVICES AUTOMOBILE SANANTONIO TX 62,160.501 1 68.53 31,080.251 1 52.41 62,160.501 1 68.53 31,080.251 1 52.41 ASSOCIATION

619877 THRIFT 1 USAA Federal Savings Bank SANANTONIO TX 62.160.501 31,080.251 62, 160.501 31,080.251

1102367 BHC 27 CULLEN/FROST BANKERS, INC. SANANTONIO TX 7,730.565 2 8.52 7,730.565 2 13.04 7,730.565 2 8.52 7,730.565 2 13.04

682563 BANK 27 Frost Bank SANANTONIO TX 7,730.565 7,730.565 7.730.565 7,730.565

1120754 BHC 46 WELLS FARGO & COMPANY SAN FRANCISCO CA 4,037.196 3 4.45 4,037.196 3 6.81 I 4,037.196 3 4.45 4,037.196 3 6.81

451965 BANK 46 Wells Fargo Bank, National SIOUX FALLS so 4,037.196 4,037.196 4,037.196 4,037.196 Association

1073757 BHC 31 BANK OF AMERICA CORPORATION CHARLOTTE NC 3,688.954 4 4.07 3,688.954 4 6.22 3,688.954 4 4.07 3,688.954 4 6.22

480228 BANK 31 Bank of America, National Association CHARLOTTE NC 3,688.954 3,688.954 3,688.954 3,688.954

1106879 BHC 29 BROADWAY BANCSHARES, INC. SANANTONIO TX 2,324.758 5 2.56 2,324.758 5 3.92 2,324.758 5 2.56 2,324.758 5 3.92

474254 BANK 29 Broadway National Bank SANANTONIO TX 2,324.758 2,324.758 2,324.758 2,324.758

1039502 BHC 52 JPMORGAN CHASE & CO. NEW YORK NY 2,005.910 6 2.21 2,005.910 6 3.38 2,005.910 6 2.21 2,005.910 6 3.38

852218 BANK 52 JPMorgan Chase Bank, National COLUMBUS OH 2,005.910 2,005.910 2,005.910 2,005.910 Association

1391237 BHC 24 BANCO BILBAO VIZCAYA BILBAO 1,477.647 7 1.63 1,477.647 7 2.49 1,477.647 7 1.63 1,477.647 7 2.49 ARGENTARIA, S.A.

697633 BANK 24 Compass Bank BIRMINGHAM AL 1,477.647 1,477.647 1,477.647 1,477.647

1109290 BHC 14 JEFFERSON BANCSHARES, INC. SANANTONIO TX 1,245.747 8 1.37 1,245.747 8 2.10 1,245.747 8 1.37 1,245.747 8 2.10

45560 BANK 14 Jefferson Bank SANANTONIO TX 1,245.747 1,245.747 1,245.747 1,245.747

1104231 BHC 33 INTERNATIONAL BANCSHARES LAREDO TX 729.685 9 0.80 729.685 9 1.23 729.685 9 0.80 729.685 9 1.23 CORPORATION

1001152 BANK 33 International Bank of Commerce LAREDO TX 729.685 729.685 729.685 729.685

2706735 BHC 2 TEXAS CAPITAL BANCSHARES, INC. DALLAS TX 599.777 11 0.66 599.777 10 1.01 599.777 11 0.6b 599.777 10 1.01

2618780 BANK 2 Texas Capital Bank, National DALLAS TX 599.777 599.777 599.777 599.777 Association

3593286 BHC 4 SOUTHWEST BANCSHARES, INC. SANANTONIO TX 432.767 12 0.48 432.767 11 0.73 432.767 12 0.48 432.767 11 0.73

3548567 BANK 4 Bank of San Antonio, The SANANTONIO TX 432.767 432 767 432.767 432.767

1027004 BHC 5 ZIONS BANCORPORATION SALT LAKE CITY UT 361.645 13 0.40 361.645 12 0.61 I 361.645 13 0.40 361.645 12 0.61

676656 BANK 5 Amegy Bank National Association HOUSTON TX 361.645 361.645 361.645 361.645

2277860 BHC 7 CAPITAL ONE FINANCIAL MCLEAN VA 355.892 14 0.39 355.892 13 0.60 355.892 14 0.39 355.892 13 0.60 CORPORATION

112837 BANK 7 Capital One, National Association MCLEAN VA 355.892 355.892 355.892 355.892

3818822 THC 1 FB BANCORP SANANTONIO TX 635.812 10 0.70 317.906 14 0.54 635.812 10 0.70 317.906 14 0.54

2819167 THRIFT 1 Farm Bureau Bank FSB SPARKS NV 635.812 317.906 635.812 317.906

1109991 BHC 6 NORTH AMERICAN BANCSHARES, SHERMAN TX 310.188 15 0.34 310.188 15 0.52 310.188 15 0.34 310.188 15 0.52 INC.

627658 BANK 6 American Bank of Texas SHERMAN TX 310.188 310.188 310.188 310.188

1109599 BHC 7 PROSPERITY BANCSHARES, INC. HOUSTON TX 264.183 16 0.29 264.183 16 0.45 I 264.183 16 0.29 264.183 16 0.45

664756 BANK 7 Prosperity Bank EL CAMPO TX 264.183 264.183 264 183 264.183

Pre Merger Post Merger

---~----------·~----------------~----+----u __ n_w_e_1g_h_ted ___ +-·········--w_e_ig_h_te_d_ .... __ ·-----1f~--u_n_w_e_1g_h_tea ___ -1--- Weighted•-

! ~~~~~~~~ _______ c_1~~-______ s_t_~_e_~~-P_~_i_~_-__ R_a_• ___ %+_o_e_~_s_~ __ R_~_k __ ·_~ ~~~ % ~_s_b ___ R_a_M_%

1105443 BHC 4 SCHERTZ BANCSHARES SCHERTZ TX 209.623 17 0.23 209.623 17 0.35 209.623 17 0.23 209.623 17 0.35:

I I CORPORATION

I 583268 BANK 4 Schertz Bank & Trust SCHERTZ , __ TX __ ;--_209.623 209.623 209.623 209.623

I 4091819 BHC 6 TEXSTAR BANCSHARES, INC. UNIVERSAL CITY TX 190.507 18 0.21 190.507 18 0.32 ! 190.507 18 0.21 190.507 18 0.32

3211937 BANK 6 TexStar National Bank UNIVERSAL CITY TX 190.507 190.507 190.507 190.507

1199844 BHC 9 COMERICA INCORPORATED DALLAS TX 171.925 19 0.19 171.925 19 0.29 171.925 19 0.19 171.925 19 0.29

60143 BANK 9 Comerica Bank DALLAS TX 171.925 171.925 171.925 171.925

3838727 BHC 4 HILL TOP HOLDINGS, INC. DALLAS TX 160.618 20 0.18 160.618 20 0.27 160.618 20 0.18! 160.618 20 0.27

637451 BANK 4 PlainsCapital Bank DALLAS TX 160.618 160.618 160.618

1074156 BHC 13 BB&T CORPORATION WINSTON-SALEM NC 125.674 22 0.14 125.674 22 0.21 125.674 22 0.14 i 125.674 22 0.21

852320 BANK 13 Branch Banking and Trust Company WINSTON-SALEM NC 125.674 125.674 125.674 125.674

3551080 BHC 2 VANTAGE BANCORP, INC. SAN ANTONIO TX 123.418 23 0.14 123.418 23 0.21 123.418 23 0.14 123.418 23 0.21

26765 BANK 2 Vantage Bank Texas SAN ANTONIO TX 123.418 123.418 123.418 123.418 ·~-----------------+--------~---+---~

2788556 BANK 4 Lone Star Capital Bank, National SAN ANTONIO TX 105.799 24 0.12 105.799 24 0.18 105.799 24 0.12 105.799 24 0.18 Association

· 1107308 BHC 4 SECURITY HOLDING COMPANY FREDERICKSBURG TX 101.634 25 0.11 101.634 25 0.17 101.634 25 0.11 101.634 25 0.17'

247355 BANK 4 Security State Bank & Trust FREDERICKSBURG TX 101.634 101.634 101.634 101.634 '------- ·~---------------------------+----------ii----------~~----------+---·~----~ 3211012 BHC 3 VISION BANCSHARES, INC. LAREDO TX 93.763 26 0.10 93.763 26 0.16 93.763 26 0.10 93.763 26 0.16

528960 BANK 3 Texas Community Bank LAREDO TX 93.763 93.763 93.763 93.763

1105685 BHC 2 LIVE OAK BANCSHARES GEORGE WEST TX 83.229 27 0.09 83.229 27 0.14 83.229 27 0.09 83.229 27 CORPORATION

0.141

5211_~5~B ___ B_A_N_K __ 2 ____ s_o_ut_h_T_ru_st_B_a_n_k._N_.A_. ______ G_E_O_R_G_E_WE_S_T ___ T_X_-+-__ 8_3._22_9 ____ ~·-+---83_.2_2_9~·-----~~--8-3._22_9 _____ -+-__ 8_3_.2_2_9 ____ ----4 3828250 SHC MARION BANCSHARES, INC. MARION TX 81.067 28 0.09 81.067 28 0.141 81.067 28 0.09 81.067 28 0.14

484057 BANK Marion State Bank MARION TX 81.067 81.067 81.067 81.057 "--------------------·-----------------+----- ·---+----------'~'~---------1----------l 441050 BANK 2 Falls Ci~ National Bank, The FALLS CITY TX 70.222 29 0.08 70.222 29 0.12 I 70.222 29 0.08 70.222 29 0.12

'-1-1-05-2-83-- BHC 2 SOUTHWESTER_N_B_A_N_C_O_R_P_, 1-N-C-. __ B_O_E_R_N_E___ TX 66.723 30 -0.-0-7 +-! --66-.723 30

702359 BANK 2 Texas Heritage Bank BOERNE TX 66.723 66.723 1---------------

0.11 66.723 30 0.07

66.723

66.723 30 0.11

66.723

2270254 BHC 2 FALCON BANCSHARES LAREDO TX 62.680 31 0.07 62.680 31 INCORPORATED

0.11 62.680 31 0.07 62.680 31 0.11 l 564557

: 3633034

359360

BANK 2

BHC 3

BANK 3

Falcon International Bank

JLL ASSOCIATES G. P. FCH, L.L.C.

First Community Bank, National

Association

LAREDO

NEW YORK

SUGAR LAND

TX

NY

TX

62.680

48.655

48.655

32 0.05

62.680

48.655

48.655

32 0.081

62.680

48.655

48.655

32 0.05

1250286 BHC 2 SECURITY STAR BANCSHARES, INC. MIDLAND TX 45.697 33 0.05 45.697 33 0.08 45.697 33 0.05

62.680

48.655

48.655

45.697 33

641355 BANK 2 Security Bank MIDLAND TX 45.697 45.697 45.697 45.697 '---------------------------·

l

0.08

2325350 BHC 6 LONE STAR NATIONAL MCALLEN TX 45.543 34 0.05 45.543 34 0.08 45.543 34 0.05 45.543 34 0.08 I BANCSHARES·· TEXAS, INC. ~

842460 ___ aA_N_K __ s _____ Lo .... n_e_s_ta_r_N_a_u_on_a_I _Ba_n_k _______ P_H_A_R_R ______ TX_-t __ 4_5_.54_3___ -+---45.543 __ ,,_ __ 45.543 45 543

1062621 BHC 2 SOUTHWEST BANCORP, INC. STILLWATER OK 43.055 35 0.05 43.055 35 0.07 43.055 35 0.05 43 055 35 0.07

398350 BANK 2 Bank SNB STILLWATER OK 43.055 43.05_5 _____ _lL __ 4 __ 3_.o_5_5 _____ J__43°055

Merger Post Merger

""'''""-·~·· ...... - Weighted·- Unweighted Weighted-.. ..

RSSDID Type Branches Name City State Deposits- Rank % Deposits Rank % Deposits** Rank % Deposits Rank %

2184333 BHC 1 FIRST SONORA BANCSHARES, INC. SONORA TX I 39.572 36 0.04 39.572 36 0.07 39.572 36 0.04 39.572 36 0.07

591366 BANK 1 First National Bank of Sonora. The SONORA TX 39.572 39.572 39572 39.572 ~-- ..•

3681905 BHC 2 COMMERCE FINANCIAL CORPUS CHRISTI TX 39.106 37 0.04 39.106 37 0.07 39.106 37 0.04 39.106 37 0.07 CORPORATION

174367 BANK 2 Commerce Bank Texas STOCKDALE TX 39.106 39.106 39.106 39.106

3174005 BHC 1 BLANCO NATIONAL HOLDINGS, INC. BLANCO TX 37.570 38 0.04 37.570 38 0.06 37.570 38 0.04 37.570 38 0.06

219259 BANK 1 Blanco National Bank, The BLANCO TX 37.570 37.570 37.570 37.570

1130771 BHC 1 FIRST BEEVILLE FINANCIAL BEEVILLE TX 37.223 39 0.04 37.223 39 0.06 37.223 39 0.04 37.223 39

~ CORPORATION

I 28255 BANK 1 First National Bank of Beeville, The BEEVILLE TX 37.223 37.223 37.223 37 223

4199229 BHC 18 WOODFOREST FINANCIAL GROUP THE WOODLANDS TX 36.966 40 0.041 36.966 40 0.06 36.966 40 0.04 36.966 40 0.06 I

EMPLOYEE STOCK OWNERSHIP I PLAN (WITH 401(K) PROVISIONS) I ! (AMENDED AND RESTATED EFF.

I I 03101106)

412751 BANK 18 Woodforest National Bank THE VllOODLANDS TX 36.966 36.966 36.966 36.966 I ·~ 1097089 BHC 1 BANK OF THE OZARKS INC LITTLE ROCK AR 30.358 41 0.03 30.358

41~ 30.358 41 0.03 30.358

i 107244 BANK 1 Bank of !he Ozarks LITTLE ROCK AR 30.358 30.358 30 358 30.358

3792285 BHC 1 HERITAGE BANCORP, INC. PEARLAND TX 29.656 42 0.03 29.656 42 0.05 29.656 42 0.03 29.656 42 0.05

574051 BANK 1 Heritage Bank PEARLAND TX 29.656 29.656 29.656 29.656

3037566 BHC 1 SPECTOR HOLDINGS LIMITED SANANTONIO TX 21.269 44 0.02 21.269 44 0.04 21.269 43 0.02 21.269 43 0.04 PARTNERSHIP i

954653 BANK 1 Citizens State Bank of Luling LULING TX 21.269 21.269 21.269 I

21.269 ..

I 0.02 j

··----1951350 BHC 1 CITIGROUP INC. NEW YORK NY 16.922 45 16.922 45 0.031 16.922 44 0.02 16.922 44 0.031

750664 BANK 1 Banamex USA CENTURY CITY CA 16.922 16.922 16.922 16.922 I -··---- --·

o.o2J 1103391 BHC 1 COMMERCE BANCSHARES, INC. LUBBOCK TX 13.267 46 0.01 13.267 46 0.02 13.267 45 0.01 13.267 45

973364 BANK 1 Centennial Bank LUBBOCK TX I 13.267 13.267 , 13.267 13.267 J 2693956 BHC 1 WALLIS BANCSHARES, INC. WALLIS TX 11.412 47 0.01 11.412 47 0.02 11.412 46 0.01 11.412 46 0.02

283867 BANK 1 wams State Bank WALLIS TX 11.412 11.412 11412 11.412

o:~ 1108097 BHC 9 FIRST COMMUNITY BANCSHARES, KILLEEN TX 11.065 48 0.01 11.065 48 0.02 11.065 47 0.01 11.065 47 INC.

613950 BANK 9 First National Bank Texas KILLEEN TX : 11.065 11.065 11.065 11.065

12536642 BHC 1 ANB BANCSHARES, INC. GONZALES TX

I 10.905 49 0.01 10.905 49 0.02 10.905 48 0.01 10.905 48 0.02

448554 BANK 1 Sage Capital Bank, National GONZALES TX 10.905

I 10.905 10.905 10.905

l

Association

1 4037349 BHC 1 CADENCE BANCORP LLC HOUSTON TX 7.144 50 0.01 7.144 50 0.01 7.144 49 0.01 7.144 49

4262534 BANK 1 Cadence Bank. NA BIRMINGHAM AL 7.144 7. 144 7.144 7.144

I""'" -BHC

1 MESQUITE FINANCIAL SERVICES, ALICE TX 4.154 51 0.00 4.154 51 0.01 4.154 50 0.00 4.154 50 0.01 INC.

579364 BANK 1 Texas Champion Bank CORPUS CHRISTI TX I 4.154 4.154 4.154 4.154

··-----·-Pre Merger Post Merger

Unweighted Weighted- ! Unweighted Weighted-····-

RSSDID Type Branches Name City State Deposits .. Rank % Deposits Rank % I Deposits- Rank % Deposits

··~ --o.oo I

..

1141861 BHC 1 CROCKETI COUNTY NATIONAL OZ ONA TX 3.086 52 3.086 52 0.01 3.086 51 0.00 3.086 51 0.01

( BANCSHARES, INC

1015467 BANK 1 Crockett National Bank OZONA TX 3.086 3.086 3.086 3.086 -······· -···

3601332 BHC 1 TRUSTTEXAS MUTUAL HOLDING CUERO TX 1.905 53 0.00 1.905 53 o.oo 1.905 52 0.00 1.905 52 0.00

COMPANY

539872 THRIFT 1 Trus!Texas Bank, SSB CUERO TX 1.905 1 905 1.905 1.905

3491869 BHC 1 ONB BANCSHARES, INC. OZONA TX 1.073 54 o.oo 1.073 54 0.00 1.073 53 0.00 1.073 53 0.00

780263 BANK 1 Ozona National Bank, The OZ ONA TX 1.073 1.073 1.073 1.073 -Totals: 409 90,702.304 100.00 59,304.148 100.00 i 90,702.304 100.00 59,304.148 100.00 t

Notes:

• The geographic market is defined as:Bexar, Comal, Guadalupe, Kendall and Wilson Counties, TX.

- Deposit data (in millions of dollars) are as of June 30, 2015, and reflect currently known ownership structure.

- Deposits of thrift institutions are weighted at so percent, unless otherwise noted. Deposits of thrift subsidiaries of commercial banking organizations, however, are weighted at 100 percent.

12. IF THE PROPOSAL INVOL YES THE ACQUISITION OF NONBANK OPERATIONS UNDER SECTION 4(c)(8) AND 40) OF THE BANK HOLDING COMPANY ACT, A FORM FR Y-4 SHOULD BE SUBMITTED IN CONNECTION WITH FR Y-3 FILING. AT A MINIMUM, THE INFORMATION RELATED TO THE NONBANK OPERATIONS SHOULD INCLUDE THE FOLLOWING:

A. A DESCRIPTION OF THE PROPOSED ACTIVITY(IES);

B. THE NAME AND LOCATION OF APPLICANT'S AND BANK'S DIRECT OR INDIRECT SUBSIDIARIES THAT ENGAGE IN THE ACTIVITY(IES);

C. IDENTIFICATION OF THE GEOGRAPHIC AND PRODUCT MARKETS IN WHICH COMPETITION WOULD BE AFFECTED BY THE PROPOSAL;

D. A DESCRIPTION OF THE EFFECT OF THE PROPOSAL ON COMPETITION IN THE RELEVANT MARKETS; AND

E. A LIST OF MAJOR COMPETITORS IN THAT MARKET IN THE PROPOSED ACTIVITY.

IN ADDITION, THE APPLICANT SHOULD IDENTIFY ANY OTHER NONBANK OPERATIONS TO BE ACQUIRED, WITH BRIEF DESCRIPTIONS OF THE .ACTIVITIES PROVIDED.

Jourdanton Bank has one wholly-owned subsidiary, JSB Investments, Inc., which engages in the sale of insurance. JSB Investments provides insurance products, including private passenger auto, homeowners, commercial business auto, general liability, commercial property, workers compensation, commercial package and professional liability coverages. These products amount to approximately 80% of the JSB Investments business during 2015. The remaining 20% of the ongoing business during 2015 was a result of a variety of coverages, including bonds and umbrella, farm owners, boat, motorcycle, and windstorm policies. JSB Investments is licensed for operation in Texas, California and Colorado. The resident license is in the State of Texas.

JSB Investments will become a wholly-owned subsidiary of First Commercial Bank by virtue of the Bank Merger.

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13. IN AN APPLICATION IN WHICH ANY PRINCIPAL OF APPLICANT OR BANK/BANK HOLDING COMPANY IS ALSO A PRINCIPAL OF ANY OTHER INSURED DEPOSITORY INSTITUTION OR DEPOSITORY INSTITUTION HOLDING COMPANY, GIVE THE NAME AND LOCATION OF EACH OFFICE OF SUCH OTHER INSTITUTION THAT IS LOCATED WITHIN THE RELEVANT BANKING MARKET OF BANK HOLDING COMPANY, AND GIVE THE APPROXIMATE ROAD MILES BY THE MOST ACCESSIBLE AND TRAVELED ROUTE BETWEEN THOSE OFFICES AND EACH OF THE OFFICES OF BANK/BANK HOLDING COMPANY.

Not Applicable.

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CONVENIENCE AND NEEDS

14. A. DESCRIBE HOW THE PROPOSAL WILL MEET THE CONVENIENCE AND NEEDS OF THE TARGET BANK'S COMMUNITY(IES). LIST ANY SIGNIFICANT CHANGES IN SERVICES OR PRODUCTS THAT WILL RESULT FROM THE CONSUMMATION OF THE TRANSACTION. IF ANY SERVICES OR PRODUCTS WILL BE DISCONTINUED, DESCRIBE AND EXPLAIN THE REASONS.

B. DISCUSS THE PROGRAMS, PRODUCTS, AND ACTIVITIES OF THE DEPOSITORY SUBSIDIARIES OF THE APPLICANT OR THE TARGET BANK THAT WILL MEET THE EXISTING OR ANTICIPATED NEEDS OF ITS COMMUNITY(IES) UNDER THE APPLICABLE CRITERIA OF THE COMMUNITY REINVESTMENT ACT (CRA) REGULATION, INCLUDING THE NEEDS OF LOW- AND MODERATE-INCOME GEOGRAPHIES AND INDIVIDUALS. FOR A SUBSIDIARY OF THE APPLICANT OR TARGET BANK THAT HAS RECEIVED A CRA COMPOSITE RA TING OF "NEEDS TO IMPROVE" OR "SUBSTANTIAL NONCOMPLIANCE" INSTITUTION­WIDE OR, WHERE APPLICABLE, IN A STATE OR MULTI-STATE MSA, OR HAS RECEIVED AN EVALUATION OF LESS THAN SATISFACTORY PERFORMANCE IN AN MSA OR IN THE NON-MSA PORTION OF A STATE IN WHICH THE APPLICANT IS EXPANDING AS A RESULT OF THE TRANSACTION, DESCRIBE THE SPECIFIC ACTIONS, IF ANY, THAT HAVE BEEN TAKEN TO ADDRESS THE DEFICIENCIES IN THE INSTITUTION'S CRA PERFORMANCE RECORD SINCE THE RA TING.

FCFC and First Commercial Bank have a proven record of serving the banking needs of all of the communities they serve, including the low and moderate income neighborhoods located within these communities. First Commercial Bank has an effective and ongoing outreach program for ascertaining credit needs. First Commercial Bank develops lending programs based upon credit needs and has a good record of lending within its communities. First Commercial Bank does not engage in any discriminatory practices. First Commercial Bank intends to redefine its communities to include the communities served by Jourdanton Bank and to employ these same strategies in those communities.

First Commercial Bank received a "satisfactory" rating at its most recent CRA evaluation. Jourdanton Bank, however, has been working through a fair lending issue with the Federal Deposit Insurance Corporation and as a result of that process, the CRA rating at Jourdanton Bank currently is "needs improvement". Please see the discussion regarding First Commercial Bank's action plan for the Jourdanton Bank fair lending and compliance concerns in the Confidential Volume II to this Application.

First Commercial Bank does not anticipate material changes in service charges on transaction deposits. However, First Commercial Bank pays a higher interest rate on its deposit accounts than Jourdanton Bank, and accordingly, First Commercial Bank anticipates an increase in interest expense to conform Jourdanton Bank deposit rates to First Commercial Bank deposit rates. First Commercial Bank plans to ascertain the credit needs of the Jourdanton Bank communities and make changes to interest rates, maximum maturities and other loan terms as necessary.

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EXHIBIT "A"

PubJic Notice of Application

TO BE PUBLISHED January 13, 2016

First Commercial Financial Corp., 1336 East Court Street, Seguin, Texas 78155 ("FCFC"), intends to apply to the Federal Reserve System for permission to acquire control of Jourdanton Bancshares, Inc., 1301 Oak Street, Jourdanton, Texas 78026. FCFC owns control of First Commercial Bank, N.A., 1336 East Court Street, Seguin, Texas 78155. The Federal Reserve System considers a number of factors in deciding whether to approve the application, including the record of performance of the banks we own in helping to meet local credit needs.

You are invited to submit comments on this application, in writing, to the Federal Reserve Bank of Dallas, Holding Company Supervision Department, P.O. Box 655906, Dallas, Texas 75265· 5906. The comment period will not end before February 12, 2016, and may be somewhat longer. The Federal Reserve Board's Policy Statement regarding notice of applications may be found at 12 C.F .R. 262.25. To obtain a copy of the Federal Reserve Board's procedures, or if you need more information about how to submit your comments on the application, contact the Director of Applications at the Federal Reserve Bank of Dallas, Ms. Karen Smith, at (214)922-6786. The Federal Reserve System will consider your comments and any request for a hearing on the application if they are received by the Federal Reserve Bank of Dallas on or before the last day of the comment period.

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