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Decisions on Bank Applications

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Mutual to Stock Conversions
Part 347
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Community Bank of Central Texas, ssb

August 2, 2000

Board of Directors
Community Bank of Central Texas, ssb
312 Main Street
Smithville, Texas 78957

Members of the Board:

The notice of proposed mutual-to-stock conversion and subsequent amendments thereto, filed on behalf of Community Bank of Central Texas, ssb, Smithville, Texas (Bank) have been reviewed by the Federal Deposit Insurance Corporation (FDIC) pursuant to Section 303.163 and 333.4 of the FDIC Rules and Regulations. As described in the notice and amendments, the Bank proposes to convert from a state-chartered mutual savings bank to a state-chartered capital stock savings bank. After the conversion, the Bank will be a wholly-owned subsidiary of CBCT Bancshares, Inc. (CBCT). Stock of CBCT will be offered for sale in conjunction with the transaction.

The FDIC has relied on information provided in the Bank's notice of conversion and the accompanying business plan in reaching its decision. We have reviewed and are comfortable with the priorities for subscription rights granted to the Bank's depositors as set forth in the plan of conversion, which includes a "Supplemental Eligible Account Holders" category. Management of the bank has represented that, for three years after the closing of the conversion, notification of any planned material deviations from the business plan, such as a return of capital, will be provided to the FDIC at least 60 days in advance of the event. Management has further represented that, for twelve months following the conversion, the Bank will not make any distribution to stockholders that represents a return on capital without the FDIC's prior written consent.

Based on the information presented in the Bank's notice of conversion, as amended, the FDIC plans to issue a letter of non-objection to the proposed conversion transaction, provided that Bank satisfies the following conditions:

1) The Bank must execute the enclosed Tolling Agreement and deliver its to this office within five business days;

2) The Bank must receive all relevant final approvals from the State of Texas and the Federal Reserve Board;

3) The Bank must submit final disclosure materials acceptable to the FDIC's Division of Supervision, Registration and Disclosure Section;

4) The Bank must advise this office of the results of the subscription offering and deliver an updated appraisal that:

(a) Takes the results of the subscription offering into account;

(b) Discusses any material occurrences during the subscription period; and

(c) Explains any orders that may have been rejected; and

5) The Bank must provide written evidence that its Plan of Conversion has been approved by the affirmative vote of a majority of the votes eligible to be cast by depositors at a special meeting of the Bank's voting participants.

Provided that the Bank meets the foregoing conditions and that the FDIC is satisfied with the appraiser's determination in the updated appraisal that the results of the subscription offering represent fair value for the Bank, and provided further that there has been no significant alteration to the terms of the conversion transaction (by action of other regulators or otherwise) subsequent to the date of this letter, the FDIC will issue a letter of non-objection to the proposed conversion transaction.

Sincerely,

Michael J. Zamorski
Deputy Director



Last Updated 03/16/2005 PJohnson@fdic.gov

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