0001047469-04-027309 Sample Contracts

Valley Mortgage Company, Inc. P.O. Box 2707 McAllen, Texas 78502-2707 , 2004
Merger Agreement • August 25th, 2004 • Texas Regional Bancshares Inc • State commercial banks

As you know, Texas Regional Bancshares, Inc. and Valley Mortgage Company, Inc. have entered into an Agreement and Plan of Merger dated as of July 26, 2004, pursuant to which, subject to certain conditions, including the approval and adoption of the merger agreement by the shareholders of Valley Mortgage, Valley Mortgage will merge with and into a wholly owned indirect subsidiary of Texas Regional. As outlined in the agreement, the terms of the merger agreement allow you to choose, subject to adjustment, the type of merger consideration (either all cash, all Texas Regional common stock or part cash and part Texas Regional common stock) that you wish to receive in exchange for your Valley Mortgage common shares.

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