Black State Employees Association of Texas 

Community Development Corporation, Inc. 

SEPTEMBER 10, 1998 

$1.5 BILLION 

SOUTHERN DALLAS COMMITMENT ANNOUNCED BY 

NINE MAJOR FINANCIAL INSTITUTIONS 

CHASE BANK OF TEXAS, BANK UNITED, GUARANTY FEDERAL BANK, COMERICA 

BANK, SAVINGS OF AMERICA, WELLS FARGO, COMPASS BANK, BANKONE 

TEXAS, NATIONSBANK (SEPERATE $500 MILLION COMMITMENT). 

ALL NINE BANKS RECEIVED INVITATIONS TO MAKE THEIR PRESENTATION. 

1) 

2) 

3) 

4) 

5) 

6) 

MEETING AGENDA: 

MEETING CALLED TO ORDER/OPENING COMMENTS: DARREN L. REAGAN 

CHAIRMAN/CEO 

INTRODUCTION OF GUESTS: DARREN L. REAGAN, CHAIRMAN/CEO 

PURPOSE OF BRIEFING: ALLEN MCGILL, PRESIDENT. 

BANK PRESENTATIONS: IN ORDER AS LISTED ABOVE. 

AREAS OF SPECIAL INTEREST FOR DISCUSSION INCLUDE: 

A) 

B) 

C) 

THE BANK'S PLANS FOR MEETING AND/OR EXCEEDING ITS 

COMMITMENT. 

THE BANK'S CONTRIBUTION AND PARTICIPATION IN AN EQUITY 

FUND DESIGNATED FOR ECONOMIC DEVELOPMENT AND HOUSING 

PROJECTS IN SOUTHERN DALLAS. 

THE BANK PROVIDING PRE DEVELOPMENT FUNDING FOR ECONOMIC 

DEVELOPMENT AND HOUSING PROJECTS IN SOUTHERN DALLAS. 

* QUESTIONS, ANSWERS AND COMMENTS WILL BE TAKEN AFTER EACH 

INDIVIDUAL BANK PRESENTATION. 

COMMUNITY ORGANIZATIONS PLANNED PROJECTS/ BUSINESS OWNERS 

PRESENTATIONS, AND OTHER COMMUNITY NEEDS ASSESSMENTS. 

CLOSING COMMENTS/FOLLOW UP PLANS: DARREN L. REAGAN, 

CHAIRMAN/CEO AND ALLEN MCGILL, PRESIDENT. 

“MAKING THE VISION A REALITY” 

P.O. Box 763773*Ddas, Texas 75376*(214) 339-77OO*Far (214) 331-9906 
Black State Employees Association of Texas 

Community Development Corporation, Inc. 

THE FOLLOWING IS A LIST OF OTHER INVITED BANKS/FINANCIAL 

INSTITUTIONS WITH A PRESENCE AND/OR HAS EXPRESSED AN INTEREST IN 

DOING BUSINESS IN SOUTHERN DALLAS: 

BANK OF AMERICA TEXAS- CONTACT: JIM RICHARDSON- (214) 758-4658 

BANK OF THE SOUTHWEST- CONTACT: LONNIE GOODMAN- (214) 330-3800 

FROST NATIONAL BANK- CONTACT: JIM JOHNSON- (214) 860-4901 

NORTHERN TRUST BANK OF TEXAS- CONTACT: MARTY WEILAND- 

(214) 740-5837 

WESTERN BANK & TRUST- CONTACT: MARK HALL- (972) 283-5000 

DUNCANVILLE NATIONAL BANK- CONTACT: CHARLES ACTON- 

(972) 298-7260 

STATE BANK OF TEXAS- CONTACT: CHAN PATEL- (972) 253-2000 

BANK OF DESOTO- CONTACT: JIMMY MONKRES, JR.- (972) 780-7777 

PROVIDENT BANK- CONTACT: FRITZ HEINKE- (972) 458-0500 

MAINBANK- CONTACT: MIKE MONTGOMERY- (972) 617-7377 

NORWEST BANK- CONTACT: JANA P. TEIS- (817) 347-8501 

FIDELITY INVESTMENTS- CONTACT: DOUGLAS REED- (972) 584-7124 

SWISS AVENUE BANK- CONTACT: CARL SCHIFFER- (214) 824-4760 

%AlUNGTHEVISlONAREALITY" 

P.O.Box 763773"Dallns,Teras 75376g(214)339-7700'F~r(214)331-!99@6 
I 

NEYVS RELEASE 

Eight Major Financial fnstitutions in Daffas 

Pledge $1 Billion 

for Southern Dalfas 

‘, 

April 22.3998 

Eight major financial innitutions in Dallas have joint& committed to lend S I biilion in 

Southern Dallas over the ne,Yr five years. Building on their previous successfuI 

initiatives, and in recoz&ion_of the potenti& for development in the southern sector, 

these institutions have entered into this landmark qreement. 

“I applaud the City of Dallas and these leading financial institutions for making such a 

_ . 

serious commitment to Southern Dallas. This clearly demonmateS the importance &d 

v&e of public/private partnershipps in revitaIiing our centraI cities,” said Vice 

President Al Gore. 
r In addition. Secretary of the Treasur): Robert E. Rubin said. “I con_g~~u~az the 

Dallas financial community for stepping up to this challenge. _4ccess to cqital is the 

lifeblood of communities. Working together. lye czn help to bring all .4mericxs into 

the =xonomic mainstream.” 

Today‘s signing evidences the ongoing efforts of the foIldwing financial instinttions in 

the southern sector: Bank One, Texas !%A.; Bank United; Chase Bank of Texas; 

Comeric;r Bank-Texas: Compass Bank of Texas; Gunranty Federal Bank: Savings 

of America. and Wells Fargo Bank (Texas). 

“All of Dallas will benefit from this invesctnenc in the revilaliition and development of 

the southern sector,“ said U.S. Senator Kay Bailey Hutchison. 3 commend the mayor 

and the financial institutions for creating this unique partnership_ It is an outs-&ding 

example of local, private-public efforts that can make a difference.” 

“The major finaxial innitutions of Dallas have stepped forward to play a significant 

role in carrying out the City’s GlobaI Strategy for Expanding Development in 

Southern Dallas,” said Dallas iMayor Ron Kirk. “Southern Dallas presents abundant 

_mwth opportunities with its Izrge tracts of developabble land. strong transportation 

in&asttucture, and documented retail potential.” 
,.__ -- _- ._ __ ..-.. ~... _-_ -_. 

+ 1 

These financial insrirurions k.ve recognized the oppornmity to make mane\- in 

Sourhem Dal&. and have psirioned themselves 10 do so. he said. 

With it$ large. diverse workforce. a crime rate that-s (ower rhan many U.S. cities. and 

incentives available through the s-&e enterprise zones and federal Enterprise 

Community-, Southern Dallas is poised for grol%Th and deveiopmenr ‘The opportunities 

I have encouraged over the years have come to fruition. I’m deli&ted that tkancial 

insdtu~ions see tk value of investing in Southern Dallas. Both the financial insritutionr 

and rhe ciry of Dallas will realize great returns,” said U.S. Representative Eddie 

Bernice Johnson, 30’ District. Southern Dallas. 

_ 
A Commifmenf to Southern Dallas 

&cognizing the significant Iale the sout/lcrn sector plays in tlfe City of Dallas’econnmy, the City has commenced 

a Wcr~~~~~ins~ i%emulfi-faceted C~o~~lS~m~egyinclrrtir~spl~~rw 

for workforce trailling/deveJopmenb busina? development nnd job clpation, with emphasis on iluiustriill 

development; marketirig of tJie unique advantages of tJje soutJ>ern sector of the city; andstmtegies formtail and 

small business development. 

staffsndsesoulres. 

i%e City of Dallas is committed to carrying out this plan nnd is pqcl,sr~d to assign City 

Tile undel$qned financial institutions ncknowiedge the current eflorts of the City and embntce the g&s set forth 

in the City’s&l,nlMWmMinSolrtllcrnDnllns. Xese institutions also urlderstand 

the key&e they czn play ns one financingsomre for development in the southern sector, Using jl996as a ha.~ yeap, 

these financinl institutions hnvc set forth within the context of safe andsound ballking prnctices, a collective goal 

of incrensing efforts which woutd Insult in the funding of $1 billion in loans in the soutJ)ern sector of Dalias OVCI 

f7ve yenrs. 

just asthe City recognizes tJ)e /ir,nncinlinstitutioIis as keypartnem in the Strntegy, tile unders&ed rmogtrize the 

City% mle ingeneralingincreasecldemand fordeveloyment in thesotrthem sector: In coryhction with the /irlanciaJ 

institutions’goaJs, the City willprovide a farurn for cornmunicntion between tJle City, l&al cqiomte ,voti Iulsimss 

entities, financial institutions, non-profits and communirygroqs, Tl,cse linkages willallow the City to Jeverage its 

resources wilile stimulating opportunities forgrowth and investment in the southem sector of Ox? city. 

Executed tJu’22 s day of ApriL 19.98. 

qy of Dali&U 

I jiu 

Bank One, Texns N.A. Rank United Uiase J?ank of Texas Comericn bank - Texas 

Compass Dnnk of Texas Guaranty Federal Bank sh vings of America Wells TW;SO Bank (Texas) 

I . 
A Commitment to Southern Dallas 

HRwk One, Tcrrs N.A. Lwy Ildm 

cbnlrmrn rul fxo of tiallvr Itcglo~ 

/ Chrsc lhnk ~lTeuu MWlh s. cox 

PrcalJenl 

/ 

Cnmcrka llnak Jim Gvkdnlr w’~*I’( 

Ncnlar Vlfc Pruhlcnl-Cmnmnnify thnklng 

, 

/ Compass Ilank Roberf 60w0ll 

/ 

Vks ChaIrmum 

/ Cm-wanly Falcrnl nata, ESJ3. 3@+71 ,l+mcmvl Mb& ce*&~ 

Cbhf Crcdll ONkOrcr 

wings 0r Amcrlm 

Woll.5 hrgo llwk (Tow) 

Patrkln Aa V~hl1 

Vke Pror(hl-lalwllag 1 

tlrrald Slwly 

scllkr Vim Prodlloll~ nntl nlvkhl Mrllrgol’ 

i 
Black State Employees Association of Texas 

Community Development Corporation, Inc. 

August 3 1, 1998 

Ms. Karen Ames 

Director of Community 

Reinvestment Programs 

Norwest Corporation 

Norwest Center 

6th & Marquette 

Minneapolis, Minnesota X5479-1011 

Via Fax h%?M674947 

Dear Karen: 

On behalf of Darren, Lee Alcorn and other coalition members, we appreciated your attendance 

and participation in our community discussion concerning the potential affect the merger will 

have in this market and on community development projects in this area. 

1 was reassured that Norwest and Wells will do everything possible to maintain continuity of 

support and funding for our organizations and projects. 

We welcome Norwest to Southern Dallas. 

I hope you were able to “see” BSEAT’s “Hampton Road Vision” after the quick tour, 

Momentum for investment is building and interest is currently high in southern Dallas. This 

new found interest means higher prices for land and the possibility of unwanted development, 

in our neighborhoods, unless we are able to control key parcels of land. 

In July 1998, the Wall Street Journal in its economic focus section described this new interest 

in southern Dallas, “Development is progressing nonetheless. Builders are putting up 

moderately prices homes. ..A few intrepid investors are bargain-hunting for undeveloped land. 

Perhaps most telling, major grocery chains are returning to the area with large, well stocked 

stores “. 

That story was followed by a four day series in the Dallas Morning News on economic 

development in southern Dallas. As a result, we expect the price of land to increase, therefore 

causing our projects to become more expensive to build and creating the risk BSEAT will not 

he able to develop the property in a timely manner. 

To facilitate developing a comprehensive approach to Southern Dallas investment, BSEAT is 

hosting a forum with the nine financial institutions that announced a 1.5 billion commitment to 

southern Dallas to jointly plan a community investment program. 

“MAKING THE VISION A REALITY” 

P.“. BOX 763773 DALLAS. TEXAS 75376 (214) 331-9903 FAX (214) 331-9906 
Page 2 

8/31/98 

Karen Ames 

Norwest 

Norwest has been invited to attend the forum. 

We will be seeking agreement on the following key elements of a comprehensive community 

investment program 

Bank’s Community Development Corporation 

Community Development Financial Institutions 

Make a Difference Center 

Community Development Lending 

Housing Fund 

Child Care Center Development Loan Program 

Neighborhood Development Group 

Small Business Investment Company 

We hope you will support this community investment program that is designed, “to get af it. ” 

Specifically, we need Norwest’s financial assistance to bring key parcels under our control and 

Norwest participation in BSEAT’s pre-development and equity needs. 

Additionally, we urge you to place our request for a branch in the West Cliff Shopping Plaza 

on the fast track and to give Ms. Gail Terre11 a call at (214)374-5775 with some feedback as 

soon as possible. 

1 am looking forward to meeting your Texas team on September 2nd, and to getting your 

thoughts on the issues we have raised. 

My number is (214)374-5775. Please call if 1 can provide you with any additional 

information. 

Sincerely, 

Allen McGill 

“MAKING THE VISION A REALITY” 

P.O. BOX 763773 DALLAS, TEXAS 75376 (214) 331-9903 FAX (214, 331-9906 
Black State Employees Association of Texas, Inc. 

DR. DARREN I,. REAGAN 

ChaimmdCEO 

ALLEN MCGILL September 17, 1998 

Prerideol 

“ire Chairman 

LINDA WILKINS 

EXec”tiW Treasurer 

Federal Reserve Bank 

of Minneapolis 

90 Hennepin Avenue 

Post Office Boxy 291 

Minneapolis, Minnesota 55480.2091 

Re: Testimony, Norwest Corporation/Wells Fargo & Company 

Proposed Merger 

Good Afternoon. My name is Allen McGill, I am the President of the Black State 

Employees Association of Texas, Inc.(BSEAT). BSEAT’s Chief Executive Officer, 

Mr. Darren Reagan will be testifying also. 

BSEAT supports the planned merger between Norwest Corporation and Wells Fargo & 

Company. 

BSEAT has had a long and valued relationship fust, with Linnet Deily then with First 

Interstate (a Wells Fargo acquisition) and later with Karen Wegmann and Byron Reed 

of Wells Fargo. 

During similar hearings and smaller group meetings, Wells Fargo assured the 

Association and its coalition members that it would honor and significantly expand any 

commitments made by First Interstate to organizations in the Texas market. 

BSEAT was very concerned, as it is now, as to how the merger would affect existing 

branches and employees, particularly African American employees. 

Of particular concern, was the branch in Southeast Oak Cliff, Dallas, Texas. In 1992, 

in an area 38 square miles, with a population of 108,000, 90% African American, with 

a medium income of $31,000, the community did not have a bank. BSEAT, lead by 

the efforts of Mr. Reagan, successfully sold the community as a profitable location. 

Wells Fargo said the branch would not be closed... they have kept their word. 

P.O. Box 763773*Dallas, Texas 75376*(214) 339-77OO*Fax (214) 339-7704 
September 17, 1998 

Page Two 

Federal Reserve Bank 

of Minneapolis 

Re: Testimony, Norwest Corporation/Wells Fargo & Company 

However, BSEAT is concerned about the investment and loan strategy for the Texas 

markets. BSEAT and its coalition partners have emphasized the need to create an 

investment and lending model that will address the capital needs in Texas low and 

moderate income neighborhoods. 

During a series of public forums and small group meetings BSEAT and its coalition 

partners outlined the following elements of a comprehensive neighborhood investment 

plan: 

A. 

B. 

C. 

D. 

E. 

F. 

the creation of a bank community development corporation 

set aside a percentage of earnings to invest in communiry development financial 

institutions 

invest in a small business investment company 

create a below market interest rate mortgage pool 

create a commercial/retail equity fund 

take the leadership in developing public and private local partnerships willing to 

provide technical assistance to developers of commercial/retail projects. 

BSEAT and its coalition partners strongly recommend the creation of a streamlined 

process for providing financial support for predevelopment and equity needs. 

The Federal Reserve System’s own studies and our anecdotal experience indicate our 

neighborhoods will continue their marginal existence unless financial institutions and 

regulators are willing to direct funds into an organization’s pre-development and equity 

needs. 

The combined institutions indicated in its filing, a bank CDC will be formed. We urge 

the combined institutions to allocate a larger proportion of its initial funding, than 

presently indicated, to commercial/retail development. And particularly to funding 

equity and pre-development needs to support these projects. 

P.O. Box 763773*Dallas, Texas 75376* (214) 339.77OO*Fax (214) 339-7704 
September 17, 1998 

Page Three 

Federal Reserve Bank 

of Minneapolis 

Re: Testimony, Norwest Corporation/Wells Fargo & Company 

We appreciate this opportunity to address some of the Texas market community 

concerns as this merger is being considered. 

Sincerely, 

Attachments: 

August 3 1, 1998 letter to Karen Wegmann 

August 31, 1998 letter to Karen Alnes 

September 10, 1998 BSEAT Agenda from Public Forum 

P.0. Box 763773*Dallas, Texas 75376* (214) 339-77OO*Fax (214) 339-7704 
Black State Employees Association of Texas 

Community Development Corporation, Inc. 

August 31, 1998 

Ms. Karen Wegmann 

Executive Vice President 

Wells Fargo Bank 

394 Pacific Avenue 

3rd Floor 

San Francisco, California 94163 

Via Fax (415)397-2987 

Dear Karen; 

On behalf of Darren, Lee Alcorn and other coalition members, we appreciated your attendance 

and participation in our community discussion of the potential affect the merger will have in 

this market and on our organizations’ community development projects and funding. 

We were reassured that continuity will be maintained with funding and projects as the merger 

progresses. 

We were glad to show you BSEAT’s “Hampton Road Vision”, the residential project is in the 

presentation stage, and as you know the retail center’s loan closing should happen within 45 

days. The project materials for both projects have been sent to Byron. 

Karen, as the merger process unfolds, BSEAT is requesting your support for Phase II of it’s 

“Hampton Road Vision “. Predevelopment and equity funds are BSEAT’s critical needs for 

the project. BSEAT has invited the nine banks that made the 1.5 billion dollar commitment to 

southern Dallas, to discuss plans for getting the dollars out on the street and to put our 

projects in the pipeline. Byron has indicated, he will be able to attend the forum representing 

the bank. 

We will be encouraging the participating institutions to agree to some key elements of a 

comprehensive neighborhood investment plan. We believe those elements should include: 

Bank’s Community Development Corporation 

Community Development Financial Institutions 

Make a Difference Center 

Community Development lending 

Housing Fund 

Child Care Center Development Loan Program 

Neighborhood Development Group 

Small Business Investment Company 

“MAKING THE VlSlON A REALITY” 

P.O. BOX 763773 DALLAS. TEXAS 75376 (214) 331-9903 FAX (214) 331-9906 
Page 2 

8131198 

Karen Wegmann 

Wells Fargo Bank 

In addition, we have invited state and local public officials, neighborhood based organizations, 

business persons, and Jim Reid, Southern Dallas Development Corporation(SDDC) to 

participate in these discussions. 

I thank you for giving Byron the support he needs, so that he was able to respond to our 

request to attend promptly. I am also requesting your support and the bank’s investment in 

the neighborhood investment program. My number is (214)374-5775, if there is any 

additional I can provide. 

Sincerely,, 

Allk 

Allen McGill 

"MAKING THE VISION A REALITY" 

P.O. BOX 763773 DALLAS,TEXAS 75376 (214) 331-9903. FAX (214) 331.9906 
8. According to the application, a new national CDC will be created after the merger. 

Please describe this proposal in detail, including, but not limited to, whether this CDC 

will be a non-profit organization or a bank, when the CDC will be created and become 

operational, where if will be located, what its focus will be and in what markets it will 

operate. 

The combined organization will seek to form a Community Development Corpomtion at 

the holding company level after the proposed merger is completed to engage in general 

community development activities. Although plans are not complete, as envisioned at 

this time, the CDC will be a for-profit subsidiary of the holding company. It will serve 

our banking markets in the 21 states where the combined company has depository 

institutions which are subject to CRA. We have not yet determined where the CDC will 

be located. 

The proposed CDC will provide short- and longer- term financing for community 

development projects, such as 15-30 year financing for multi-family affordable housing, 

and other lending which is generally not within our local banks scope. The CDC will 

also make community development investments in such instruments as Low Income 

Housing Tax Credits and purchase exempt housing debt instruments as well as invest 

in other secondary community development funds such as the National Equity Fund. 

The CDC will provide debt or equity financing for organizations engaged in community 

development activities, including constructing affordable housing, financing small and 

micro businesses, providing services to low- and moderate-income individuals and 

revitalizing low- and moderate-income communities. 

The proposed CDC will purchase at fair market value the existing CRA loans and 

investments of the various entities of the combined company. The CDC will work to 

source, package and structure loans and investments. These loans and investments 

will be allocated, by geography, to the various bank entities for CRA examination 

purposes. The loan programs will be based on safe and sound lending practices, but 

will attempt to reach more potential borrowers by having the flexibility to develop 

innovative lending programs. 

The proposed CDC will be created as soon as possible after the merger, with a plan to 

be operational by second quarter of 1999. 

We believe the creation of a CDC will allow the bank to increase the amount of 

community development lending in all of its states, engage in innovative and flexible 

lending, develop new products, and work with affordable housing developers and 

technical assistance pmviders to increase market opportunities for all segments of our 

communities.