Kris Arnold, C.P.A.
Arnold, Walker, Arnold & Co., P.C.
915 N. Jefferson Street
P.O. Box 1217
Mt. Pleasant, Texas 75456-1217

Dear Ms. Arnold:

You have requested a determination that the M.B. and I.M. Hampton Family Partnership, Ltd. (the "Partnership") is a qualified family partnership under the Bank Holding Company Act, as amended by the Economic Growth and Regulatory Paperwork Reduction Act of 1996 (the "BHC Act").¹ The Partnership currently is a registered bank holding company that owns approximately 31 percent of the outstanding stock of Morris County Bankshares, Inc., Naples, Texas.²

You have represented that the Partnership meets all of the conditions for eligibility as a qualified family partnership. You indicated that the partners of the Partnership are individuals who are related by blood, marriage, or adoption, or trusts for the primary benefit of those individuals. You also indicated that the Partnership controls a bank only through its control of Bankshares, which is a registered bank holding company, that it does not engage in any other business activities, that it has no investments other than those permissible for a bank holding company, and that it is not obligated on any debt. The Partnership has committed to continue to comply with the conditions for eligibility, to be subject to examination by the Board, to comply with the Change in Bank Control Act, and to be subject to the enforcement provisions of the Federal Deposit Insurance Act to the same extent as if it were a bank holding company.

Based on all the facts of record, including the representations made to the Board by the Partnership, the Board's General Counsel, acting pursuant to delegated authority, and after consulting with the Director of the Division of Banking Supervision and Regulation, has hereby determined that the Partnership is a qualified family partnership for purposes of the BHC Act. Please be advised that any change in the facts relied on by the Board could result in reconsideration of this determination. The Federal Reserve Bank of Dallas will take the necessary steps to deregister the Partnership as a bank holding company. If you have any questions about this process, you should contact Terri L. Welcome (214-922-6203) at the Reserve Bank.

Very truly yours,

(signed) Jennifer J. Johnson

Jennifer J. Johnson

cc: Ms. Terri L. Welcome,
Federal Reserve Bank of Dallas
Office of the Comptroller of the Currency
Federal Deposit Insurance Corporation

Footnotes 1 Pub. L. 104-208, � 2610, 110 Stat. 3009. 2 Bankshares owns 100 percent of Morris County National Bank, Naples, Texas.