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FRY-60MB Number7100-0297Approval expires November 30, 2019Page 1 of2Board of Governors of the Federal Reserve SystemAnnual Report of Holding Companies-FR Y-6Report at the close of business as of the end of fiscal yearThis Report is required by law: Section 5(c)(1)(A) of the BankHolding Company Act (12 U.S.C. § 1844(c)(1)(A)); sections 8(a)and 13(a) of the International Banking Act (12 U.S.C. §§ 3106(a)and 3108(a)); sections 11(a)(1), 25, and 25A of the FederalReserve Act (12 U.S.C. §§ 248(a)(1), 602, and 611a); and sec tions 113, 165, 312, 618, and 809 of the Dodd-Frank Act (12 U.S.C.§§ 5361, 5365, 5412, 1850a(c)(1), and 5468(b)(1)). Return to theappropriate Federal Reserve Bank the original and the number ofcopies specified.NOTE: The Annual Report of Holding Companies must be signed byone director of the top-tier holding company. This individual shouldalso be a senior official of the top-tier holding company. In the eventthat the top-tier holding company does not have an individual who isa senior official and is also a director, the chairman of the board mustsign the report. If the holding company is an ESOP/ESOT formed asa corporation or is an LLC, see the General Instructions for theauthorized individual who must sign the report.I, Michael ScaiefName of the Holding Company Director and OfficialChairman of the Board and PresidentTitle of the Holding Company Director and Officialattest that the Annual Report of Holding Companies (includingthe supporting attachments) for this report date has been pre pared in conformance with the instructions issued by the FederalReserve System and are true and correct to the best of myknowledge and belief.With respect to information regarding individuals contained in thisreport, the Reporler certifies that it has the authority to provide thisinformation to the Federal Reserve. The Reporler also cerlifiesthat it has the authoritY, on behalf of each individual, to consent orobject to public release of information regarding that individual.The Federal Reserve may assume, in the absence of a request forconfidential treat'f ent submitted In accordance with the Board's"Rules Regardinailability of Information," 12 C.F.R. Parl 261,that the Reportn individual consent to public release of alldetails in the re ,t nceming that individual.This report form is to be filed by all top-tier bank holding compa nies, top-tier savings and loan holding companies, and U.S. inter mediate holding companies organized under U.S. law, and byany foreign banking organization that does not meet the require ments of and is not treated as a qualifying foreign banking orga nization under Section 211.23 of Regulation K (12 C.F.R. §211.23). (See page one of the general instructions for more detailof who must file.) The Federal Reserve may not conduct or spon sor, and an organization (or a person) is not required to respondto, an information collection unless it display s a currently valid0MB control number.Date of Report (top-tier holding company's fiscal year-end):December 31, 2018Month / Day / YearN/AReporter's Legal Entity Identifier (LEI) (20-Character LEI Code)Reporter's Name, Street, and Mailing AddressTexas State Bankshares Inc.of Holding CompanyLegal TrtleP. 0 Box 532469(Mailing Address of the Holding Company) Street / P.O. BoxHarlingenCityTXState78550----Zip Code2019 South 77 Sunshine Strip, Harlingen TX 78550Physical Location (if different from mailing address)Person to whom questions about this report should be directed:Jessica Cuellar Financial AnalystName956-972-5423TlfleArea Code/ Phone Number/ Extension956-972-5419Area Code I FAX Numberjcuellar@texasregionalbank.comE-mail Addresswww.texasreginoalbank.comSignalDate of SignatureFor holding companies nQi registered with the SEC-Indicate status of Annual Report to Shareholders:[81 Is Included with the FR Y-6 reportwill be sent under separate coveris not preparedDDFor Federal Reserve Bank Use OnlyRSSDIDC.I.Address (URL) for the Holding Company's web pageIs confidential treatment requested for any portion of this report submission? . In accordance with the General Instructions for this report(check only one),1. a letter justifying this request Is being provided alongwith the report . . . . . . . . . . . . . . . . . . . . . .2. a letter justifying this request has been provided separately .[8]DNOTE: Information for which confidential treatment is being requestedmust be provided separately and labeledas "confidential."Public reporting burden for this information collection Is estimated to vary from 1.3 to 101 hours per response. with an average of 5.50 hours per response, including time to gather andmaintain data in the required form and to review Instructions and complete the information collection. Send comments regarding this burden estimate or any other aspect of this collection ofInformation, including suggestions for reducing this burden to: Secretary, Board of Governors of the Federal Reserve System, 2oth and C Streets, NW, Wsshington, DC 20551, and to theOffice of Management and Budget, Paperwork Reduction Project (71()().0297), Wsshlngton, DC 20503.03/2018

Form FR Y-6Texas State Bankshares, Inc.Fiscal Year Ending December 31, 2018Report Item1: The bank holding company prepares an annual report for itssecurities holders. The annual shareholders’ meeting will be held onMay 8, 2019.2a:Organizational ChartTEXAS STATE BANKSHARES, INC.Harlingen, Texas (USA) (incorporated and physically located)LEI: NoneTEXAS REGIONAL BANK 100%Blanco Statutory Trust I 100%Harlingen, Texas (USA) (incorporated andphysically located)LEI: 254900GKRYTQSJG61D90Harford, Connecticut (incorporatedand physically located)LEI: None

Results: A list of branches for your depository institution: TEXAS REGIONAL BANK (ID RSSD: 380458).This depository institution is held by TEXAS STATE BANKSHARES, INC. (4076937) of HARLINGEN, TX.The data are as of 12/31/2018. Data reflects information that was received and processed through 01/06/2019.Reconciliation and Verification Steps1. In the Data Action column of each branch row, enter one or more of the actions specified below2. If required, enter the date in the Effective Date columnActionsOK: If the branch information is correct, enter 'OK' in the Data Action column.Change: If the branch information is incorrect or incomplete, revise the data, enter 'Change' in the Data Action column and the date when this information first became valid in the Effective Date column.Close: If a branch listed was sold or closed, enter 'Close' in the Data Action column and the sale or closure date in the Effective Date column.Delete: If a branch listed was never owned by this depository institution, enter 'Delete' in the Data Action column.Add: If a reportable branch is missing, insert a row, add the branch data, and enter 'Add' in the Data Action column and the opening or acquisition date in the Effective Date column.If printing this list, you may need to adjust your page setup in MS Excel. Try using landscape orientation, page scaling, and/or legal sized paper.Submission ProcedureWhen you are finished, send a saved copy to your FRB contact. See the detailed instructions on this site for more information.If you are e-mailing this to your FRB contact, put your institution name, city and state in the subject line of the e-mail.Note:To satisfy the FR Y-10 reporting requirements, you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change, Close, Delete, or Add.The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - https://y10online.federalreserve.gov.* FDIC UNINUM, Office Number, and ID RSSD columns are for reference only. Verification of these values is not required.DataEffectiveAction /31/2018OK12/31/2018OK12/31/2018Branch Service TypeFull Service (Head Office)Full ServiceFull ServiceFull ServiceFull ServiceFull ServiceFull ServiceFull ServiceFull ServiceFull ServiceFull ServiceLimited ServiceFull ServiceFull ServiceFull ServiceFull ServiceFull ServiceFull ServiceFull ServiceBranchID 47644215170672354213649064093542154Popular NameTEXAS REGIONAL BANKLAKEWAY BRANCHBLANCO BRANCHBOCA CHICA BRANCHBROWNSVILLE BANKING CENTERDRIPPING SPRINGS BRANCHEDINBURG BANKING CENTEREDINBURG BRANCHFALFURRIAS BANKING CENTERFREDERICKSBURG BRANCHHARLINGEN BRANCH23RD STREET BANKING CENTERMCALLEN BANKING CENTERMCCOLL BANKING CENTERMISSION BANKING CENTERSAN MARCOS BRANCHBULVERDE BRANCHWESLACO BANKING CENTERWIMBERLEY BRANCHStreet Address2019 SOUTH 77 SUNSHINE STRIP1213 RANCH ROAD 620 SOUTH SUITE 100416 4TH STREET3275 BOCA CHICA BOULEVARD3450 PABLO KISEL BOULEVARD333 EAST HIGHWAY 290, SUITE 3504925 SOUTH MCCOLL ROAD203 SOUTH JACKSON STREET401 NORTH ST. MARY609 EAST MAIN STREET6770 WEST EXPRESSWAY 835201 NORTH 23RD STREET4501 NORTH 10TH STREET1801 SOUTH MCCOLL ROAD2300 EAST GRIFFIN PARKWAY1913 DUTTON DRIVE, SUITE 40220475 HIGHWAY 46 WEST, SUITE 360400 NORTH WESTGATE DRIVE15451 RANCH ROAD RIPPING LINGENMCALLENMCALLENMCALLENMISSIONSAN MARCOSSPRING XTXTXTXTXTXTXTXZip IDALGOHAYSCOMALHIDALGOHAYSCountryUNITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESFDIC UNINUM*Not RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredOffice Number*Not RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredNot RequiredHead OfficeTEXAS REGIONAL BANKTEXAS REGIONAL BANKTEXAS REGIONAL BANKTEXAS REGIONAL BANKTEXAS REGIONAL BANKTEXAS REGIONAL BANKTEXAS REGIONAL BANKTEXAS REGIONAL BANKTEXAS REGIONAL BANKTEXAS REGIONAL BANKTEXAS REGIONAL BANKTEXAS REGIONAL BANKTEXAS REGIONAL BANKTEXAS REGIONAL BANKTEXAS REGIONAL BANKTEXAS REGIONAL BANKTEXAS REGIONAL BANKTEXAS REGIONAL BANKTEXAS REGIONAL BANKHead OfficeID 458380458380458380458380458

Form FR Y-6Texas State Bankshares, Inc.Fiscal Year Ending December 31, 2018Report Item 3: Securities Holders(1)(a)(b)(c) and (2)(a)(b)(c )Current securities holders with ownership, control or holdings of 5% or morewith power to vote as of fiscal year ending 12-31-2018Securities holders not listed in 3(1)(a) through 3(1) (c) that had ownership, controlor holdings of 5% or more with power to vote during the fiscal year ending 12-31-18(1)(a)NameCity, State, Country(1)(b)Country of Citizenshipor Incorporation(1) ( c )Number and Percentage ofEach Class of VotingSecurities(2)(a)NameCity, State, CountryMark RichardsMission, Texas, USAUSA331,145 - 6.93% Common StockNONE(2)(b)Country of Citizenshipor Incorporation(2) ( c )Number and Percentage ofEach Class of VotingSecurities