UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

   [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                             ACT OF 1934 [NO FEE REQUIRED]

                   For the fiscal year ended December 31, 1999

                        Commission File Number: 333-47939

                                   FVNB CORP.
              (Exact name of registrant as specified in its charter)

                   TEXAS                                 74-2871063
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)

              101 MAIN STREET
              VICTORIA, TEXAS                              77901
 (Address of principal executive offices)                (Zip Code)

        Registrant's telephone number, including area code: (361) 573-6321
         Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                                (Title of class)

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                YES [X] NO [ ]

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

      The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based on the closing sales price of such stock as of March 21,
2000, was $47,152,665.

      The number of shares of Common Stock, par value $0.01 per share, of the
Registrant outstanding as of March 21, 2000 was 2,372,892 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

 The following documents, in whole or in part, are specifically incorporated by
          reference in the indicated Part of this Report on Form 10-K:

Annual Report to Shareholders For the Year Ended December 31, 1999      Part II
Proxy Statement for the 2000 Annual Meeting of Shareholders             Part III
<PAGE>
                                   FVNB CORP.
                           ANNUAL REPORT ON FORM 10-K

                                                                            PAGE
                                     PART I.
ITEM 1.     Business...........................................................2
                General........................................................2
                Competition....................................................4
                Supervision and Regulation.....................................4
ITEM 2.     Properties........................................................10
ITEM 3.     Legal Proceedings.................................................10
ITEM 4.     Submission of Matters to a Vote of Security Holders...............11

                                    PART II.
ITEM 5.     Market for Registrant's Common Stock and Related Security Holder
            Matters.......................................................... 11

ITEM 6.     Selected Financial Data...........................................11
ITEM 7.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations.............................................11
ITEM 7A.    Quantitative and Qualitative Disclosure About Market Risks........11
ITEM 8.     Financial Statements and Supplementary Data.......................12
ITEM 9.     Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure..........................................12

                                    PART III.
ITEM 10.    Directors and Executive Officers of the Registrant................12
ITEM 11.    Executive Compensation............................................12
ITEM 12.    Security Ownership of Certain Beneficial Owners and Management....12
ITEM 13.    Certain Relationships and Related Transactions....................12

                                    PART IV.
ITEM 14.    Exhibits, Financial Schedules and Reports on Form 8-K.............13


FORWARD LOOKING STATEMENTS

      Certain matters discussed in this report, excluding historical
information, include forward-looking statements. Although the Company believes
such forward-looking statements are based on reasonable assumptions, no
assurance can be given that every objective will be reached. The words
"estimate," "expect," "intend" and "project," as well as other words or
expressions of similar meaning are intended to identify forward-looking
statements. Readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date of this report. Such statements are
based on current expectations, are inherently uncertain, are subject to risks
and should be viewed with caution. Actual results and experience may differ
materially from the forward-looking statements as a result of many factors.

      Factors that could cause actual results to differ materially from any
results projected, forecasted, estimated or budgeted by the Company in
forward-looking statements include among others, the following possibilities:
(i) changes in local, state, national and international economic conditions,
(ii) changes in the capital markets utilized by the Company and its
subsidiaries, including changes in the interest rate environment that may reduce
margins, (iii) changes in state and/or federal laws and regulations to which the
Company and its subsidiaries, as well as customers, competitors and potential
competitors, are subject, including banking, tax, securities, insurance and
employment laws and regulations, (iv) the loss of senior management or operating
personnel and the potential inability to hire qualified personnel at reasonable
compensation levels, and (v) increased competition from both within and without
the banking industry. It is not possible to foresee or identify all such
factors. The Company makes no commitment to update any forward-looking
statement, or to disclose any facts, events or circumstances after the date
hereof that may affect the accuracy of any forward-looking statements.

                                       1
<PAGE>
                                     PART I

                                ITEM 1. BUSINESS


GENERAL

      FVNB Corp. (the "Company") was initially organized in September 1998 as a
bank holding company for First Victoria National Bank. Currently, the
consolidated financial statements of the Company include the accounts of First
Victoria National Bank and Citizens Bank of Texas, N.A. (collectively the
Subsidiary Banks) and their respective wholly owned subsidiaries as well as
Citizens Mortgage Company.

      Chartered in 1890, First Victoria National Bank is located in Victoria,
Texas and offers all usual commercial banking services. The bank currently has
three locations in Victoria as well as full service branches in Calhoun County
and Taft, Texas. In addition, First Victoria National Bank has three wholly
owned operating subsidiaries: PMV, Inc., which is currently inactive, and was
established for the purpose of acquiring, managing and liquidating assets
acquired in satisfaction of debts previously contracted; First Victoria
Community Development Corporation, which was established for the purpose of
acquiring, developing, rehabilitating, managing, renting, and selling housing
units primarily to benefit low and moderate income residents of the local area
and to promote and invest in such community development projects; and First
Victoria Leasing, Inc., which was established for the purpose of leasing
activities of the Company. As of December 31, 1999, First Victoria National Bank
had total assets of approximately $571,139,000; loans and leases, net of
unearned discount, of approximately $325,141,000; and total deposits of
approximately $487,389,000. First Victoria National Bank employed 222 people on
a full-time basis and 37 people on a part-time basis as of December 31, 1999.

      In January 1999, the Company completed the acquisition and merger into
FVNB Corp. of CBOT Financial Corporation, the parent company of Citizens Bank of
Texas, N.A. and CBOT Mortgage Company. Citizens Bank of Texas continues to
operate as an independent subsidiary and currently has three locations located
in New Waverly, Huntsville and The Woodlands, Texas. As of December 31, 1999,
Citizens Bank of Texas had total assets of approximately $85,296,000; loans and
leases, net of unearned discount, of approximately $62,352,000; and total
deposits of approximately $67,598,000. Citizens Bank of Texas employed 50 people
on a full-time basis and 6 people on a part-time basis as of December 31, 1999.

      On January 27, 2000, the Company entered into a definitive agreement to
acquire Mid-Coast Savings Bank, SSB. Upon completion of the transaction, the
Mid-Coast Savings will merge with First Victoria National Bank, resulting in the
locations of Mid-Coast Savings being operated as branches of First Victoria
National Bank. The transaction is subject to regulatory approval and approval by
shareholders of Mid-Coast Savings Bank and is expected to be completed during
the second quarter of 2000. As of December 31, 1999, Mid-Coast Savings Bank had
two branches located in Edna and Ganado, Texas with total assets of
approximately $44,363,000 and loans and deposits of approximately $25,761,000
and $33,984,000, respectively.

      As of December 31, 1999, the Company had total consolidated assets of
approximately $655,184,000; consolidated loans and leases, net of unearned
discount, of approximately $387,407,000; and total deposits of approximately
$554,820,000.

      While the Subsidiary Banks' loan portfolios are diversified, a significant
portion of the total portfolio is in agriculture loans (approximately 19% of
total loans) and therefore, may be deemed seasonal with regard to funding
requirements. Also, the Subsidiary Banks have substantially no deposits from or
loans to foreign customers.

      The Subsidiary Banks provide general commercial banking services to a
variety of businesses and individuals located in southeast Texas. Some of the
loan services available to customers include: agriculture, commercial, real
estate, home improvement, automobile, and personal loans. As of December 31,
loans and

                                       2
<PAGE>
leases are classified in the following categories (in thousands). Included in
commercial and financial loans is a net lease receivable totaling approximately
$7,260,000 and $6,793,000 as of December 31, 1999 and 1998, respectively.


                                                 1999                   1998
                                                 ----                   ----
                                          AMOUNT         %       AMOUNT      %
                                          ------         -       ------      -
Commercial and financial                  $88,660      23%      $63,255     22%
Mortgage real estate                      157,693      41       106,410     36
Construction real estate                   12,887       3         3,736      1
Agriculture                                74,715      19        75,793     26
Consumer                                   53,574      14        43,776     15
                                          -------      --       -------     --
Total loans and leases                    387,529      100%     292,970     100%
                                                       ===                  ===
Less
Unearned income                              (122)                 (108)
Allowance for loan and lease losses        (4,573)               (3,308)
                                          -------               -------
Net loans and leases                      $382,834              $289,554
                                          ========              ========


      Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
that may require payment of a fee. The total commitment amounts do not
necessarily represent future cash requirements, since the commitments may expire
without being drawn upon. The Company evaluates each customer's
credit-worthiness on a case-by-case basis. The amount of collateral obtained if
deemed necessary by the Company upon extension of credit is based on
management's credit evaluation of the counterparty. Standby letters of credit
are conditional commitments issued by the Company to guarantee performance of a
customer to a third party. The credit risk involved in issuing letters of credit
is essentially the same as that involved in extending loan facilities to
customers. Collateral held varies, but may include accounts receivable,
inventory, equipment or real estate. The prices and interest rates of the
commitments are determined by the market conditions prevailing at the time the
commitments are exercised.

      The Subsidiary Banks' exposure to credit loss, in the event of
non-performance by the customer, for commitments to extend credit and standby
letters of credit is limited to the contractual amount of those instruments. As
of December 31, 1999 and 1998, the Subsidiary Banks had commitments to extend
credit of approximately $132,361,000 and $100,204,000 and standby letters of
credit of approximately $2,122,000 and $1,534,000 respectively. The following is
a breakdown of commitments by type as of December 31 (in thousands):

                                                           1999        1998
                                                         --------    --------
      Commercial and financial                           $ 48,265    $ 35,279
      Real estate                                          17,505       5,180
      Agriculture                                          37,948      35,524
      Consumer                                             28,643      24,221
                                                         --------    --------
           Total                                         $132,361    $100,204
                                                         ========    ========

            The Company does not anticipate that compliance with federal, state,
and local provisions relating to the protection of the environment will have a
material effect upon the capital expenditures, earnings, or competitive position
of the Company.

                                       3
<PAGE>
      In addition to loan services, the Subsidiary Banks also offer deposit
facilities and certificates of deposit for commercial customers and various
checking, wire transfers, safekeeping, safe deposit, credit card, and savings
and time deposit services for individuals.

      First Victoria National Bank's Trust and Investment Management Department
also offers extensive trust services including estates, guardianships, personal
trust and investment services, and pension and retirement plans. Trust assets
and other properties, except cash deposits, held by First Victoria National Bank
in agency or other fiduciary capacities for its customers are not included in
the Company's financial statements. The book value of trust assets (unaudited)
was approximately $209,811,000 at December 31, 1999.

COMPETITION

      The Company competes actively with other commercial banks and savings and
loan associations in southeast Texas, many of which are larger than the Company,
as well as with major regional banking and financial institutions headquartered
in other areas of Texas and the United States. Deposit deregulation has
intensified the competition for deposits among banks in recent years. The
Company, however, is generally competitive with all financial institutions in
its service area with respect to interest rates paid on time and savings
deposits, service charges on deposit accounts and interest rates charged on
loans. Additional competition is derived from credit unions, finance companies,
brokerage firms, insurance companies, retailers, trust companies and other
non-bank entities.

      Under the Gramm-Leach-Bliley Act ("GLBA"), effective March 11, 2000,
banks, securities firms and insurance companies may affiliate under an entity to
be known as a financial holding company, which could then serve its customers'
varied financial needs through a single corporate structure. The GLBA may
significantly change the competitive environment in which the company and its
subsidiaries conduct business. The financial services industry is also likely to
become even more competitive as further technological advances enable more
companies to provide financial services. These technological advances may
diminish the importance of depository institutions and other financial
intermediaries in the transfer of funds between parties.

SUPERVISION AND REGULATIONS

      GENERAL. In addition to the generally applicable state and Federal laws
governing businesses and employers, the Company and its bank subsidiaries are
further extensively regulated by special Federal and state laws governing
financial institutions. These laws comprehensively regulate the operations of
the Company's bank subsidiaries and include, among other matters, requirements
to maintain reserves against deposits; restrictions on the nature and amount of
loans that may be made and the interest that may be charged thereon;
restrictions on the amounts, terms and conditions of loans to directors,
officers, large shareholders and their affiliates; restrictions related to
investments in activities other than banking; and minimum capital requirements.
With few exceptions, state and Federal banking laws have as their principal
objective either the maintenance of the safety and soundness of the Federal
deposit insurance system or the protection of consumers, rather than the
specific protection of shareholders of the Company. Further, the earnings of the
Company are affected by the fiscal and monetary policies of the Federal Reserve
System, which regulates the national money supply in order to mitigate
recessionary and inflationary pressures. These monetary policies influence to a
significant extent the overall growth of bank loans, investments and deposits
and the interest rates charged on loans or paid on time and savings deposits.
The nature of future monetary policies and the effect of such policies on the
future earnings and business of the Company cannot be predicted.

      FRB APPROVALS. The Company is a registered bank holding company within the
meaning of the Bank Holding Company Act of 1956, as amended ("BHCA"), and is
subject to supervision by the FRB and to a certain extent the Texas Department
of Banking (the "DOB"). The Company is required to file with the FRB annual
reports and other information regarding the business operations of itself and
its subsidiaries. It is also subject to examination by the FRB. Under the BHCA,
a bank holding company is, with limited

                                       4
<PAGE>
exceptions, prohibited from acquiring direct or indirect ownership or control of
any voting stock of any company which is not a bank or bank holding company, and
must engage only in the business of banking, managing, controlling banks, and
furnishing services to or performing services for its subsidiary banks. One of
the exceptions to this prohibition is the ownership of shares of any company
provided such shares do not constitute more than 5% of the outstanding voting
shares of the company and so long as the FRB does not disapprove such ownership.
Another exception to this prohibition is the ownership of shares of a company
the activities of which the FRB has specifically determined to be so closely
related to banking, managing or controlling banks as to be a proper incident
thereto.

      The BHCA and the Change in Bank Control Act of 1978 require that,
depending on the circumstances, either FRB approval must be obtained or notice
must be furnished to the FRB and not disapproved prior to any person or company
acquiring "control" of a bank holding company, such as the Company, subject to
certain exceptions for certain transactions. Control is conclusively presumed to
exist if an individual or company acquires 25% or more of any class of voting
securities of the bank holding company. Control is rebuttably presumed to exist
if a person acquires 10% or more but less than 25% of any class of voting
securities where the bank holding company, such as the Company, has registered
Securities under Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act").

      As a bank holding company, the Company is required to obtain approval
prior to merging or consolidating with any other bank holding company, acquiring
all or substantially all of the assets of any bank or acquiring ownership or
control of shares of a bank or bank holding company if, after the acquisition,
the Company would directly or indirectly own or control 5% or more of the voting
shares of such bank or bank holding company.

      FINANCIAL MODERNIZATION. On November 12, 1999, President Clinton signed
into law GLBA. This comprehensive legislation eliminates the barriers to
affiliations among banks, securities firms, insurance companies and other
financial service providers. GLBA provides for a new type of financial holding
company structure under which affiliations among these entities may occur,
subject to the regulation of the FRB and regulation of affiliates by the
functional regulators, including the Securities and Exchange Commission ("SEC")
and state insurance regulators. Under GLBA, a financial holding company may
engage in a broad list of financial activities and any non-financial activity
that the FRB determines is complementary to a financial activity and poses no
substantial risk to the safety and soundness of depository institutions or the
financial system. In addition, GLBA permits certain non-banking financial and
financially related activities to be conducted by financial subsidiaries of a
national bank. In addition, GLBA imposes strict new privacy disclosure and
opt-out requirements regarding the ability of financial institutions to share
personal non-public customer information with third parties.

      Under GLBA, a bank holding company may become certified as a financial
holding company by filing a declaration with the FRB, together with a
certification that each of its subsidiary banks is well capitalized, is well
managed, and has at least a satisfactory rating under the Community Reinvestment
Act of 1977 ("CRA"). The Company has not, at this time, made any decision with
respect to whether it will elect to become a financial holding company under
GLBA.

      INTERSTATE BANKING. In 1994, Congress enacted the Riegle-Neal Interstate
Banking and Branching Efficiency Act of 1994 ("Interstate Banking Act"), which
rewrote federal law governing the interstate expansion of banks in the United
States. Effective as of September 29, 1995, adequately capitalized, well managed
bank holding companies with FRB approval may acquire banks located in any state
in the United States, provided that the target bank meets the minimum age (up to
a maximum of five years, which is the maximum Texas has adopted) established by
the host state. Under the Interstate Banking Act, an anti-concentration limit
will bar interstate acquisitions that would give a bank holding company control
of more than ten percent (10%) of all deposits nationwide or thirty percent
(30%) of any one state's deposits, or such higher or lower percentage
established by the host state. The anti-concentration limit in Texas has been
set at twenty percent (20%) of all federally insured deposits in Texas.

                                       5
<PAGE>
      In addition to providing for interstate acquisitions of banks by bank
holding companies, the Interstate Banking Act provides for interstate branching
by permitting mergers between banks domiciled in different states beginning June
1, 1997. The Interstate Banking Act provides that states may opt out of
interstate branching by enacting non-discriminatory legislation prohibiting
interstate bank mergers before June 1, 1997. In 1995, Texas passed legislation
opting out of the interstate branching provisions of The Interstate Banking Act
until September 1999. In May 1998, the Texas DOB determined that the Texas
opt-out statute was not effective and the Texas DOB began accepting applications
for interstate branching transactions. During 1999, legislation implementing
interstate branching was adopted by the Texas legislature. No accurate
prediction can be made at this time as to how this legislation will affect the
Company and/or its bank subsidiaries.

      FRB ENFORCEMENT POWERS. The FRB has certain cease-and-desist and
divestiture powers over bank holding companies and non-banking subsidiaries
where their actions would constitute a serious threat to the safety, soundness
or stability of a subsidiary bank. These powers may be exercised through the
issuance of cease-and-desist orders or other actions. In the event a bank
subsidiary experiences either a significant loan loss or rapid growth of loans
or deposits, the Company may be compelled by the FRB to invest additional
capital in the bank subsidiary. Further, the Company would be required to
guarantee performance of the capital restoration plan of any undercapitalized
bank subsidiary. The FRB is also empowered to assess civil money penalties
against companies or individuals who violate the BHCA in amounts up to
$1,000,000 per day, to order termination of non-banking activities of
non-banking subsidiaries of bank holding companies and to order termination of
ownership and control of a non-banking subsidiary. Under certain circumstances
the Texas Banking Commissioner may bring enforcement proceedings against a bank
holding company in Texas.

      COMPANY DIVIDENDS. The FRB's policy discourages the payment of dividends
from borrowed funds and discourages payments that would affect capital adequacy.
The FRB has issued policy statements which generally state that bank holding
companies should serve as a source of financial and managerial strength to their
bank subsidiaries, and generally should not pay dividends except out of current
earnings, and should not borrow to pay dividends if the bank holding company is
experiencing capital or other financial problems.

      CROSS-GUARANTEE PROVISIONS. The Financial Institutions Reform, Recovery
and Enforcement Act of 1989 ("FIRREA") contains a "cross-guarantee" provision
which generally makes commonly controlled insured depository institutions liable
to the FDIC for any losses incurred in connection with the failure of a commonly
controlled depository institution.

      AUDIT REPORTS. Insured institutions with total assets of $500 million or
more must submit annual audit reports prepared by independent auditors to
federal and state regulators. In some instances, the audit report of the
institution's holding company can be used to satisfy this requirement. Auditors
must receive examination reports and other examination related correspondence.
In addition, financial statements prepared in accordance with generally accepted
accounting principles, management's certifications concerning responsibility for
the financial statements, internal controls and compliance with legal
requirements designated by the FDIC, and an attestation by the auditor regarding
the statements of management relating to the internal controls must be
submitted. For institutions with total assets of more than $3 billion,
independent auditors may be required to review quarterly financial statements.
The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
requires that independent audit committees be formed, consisting of outside
directors only. The committees of such institutions must include members with
experience in banking or financial management, must have access to outside
counsel, and must not include representatives of large customers. During 1999,
the SEC adopted new rules, which will become effective during 2000, to improve
the function of corporate audit committees. The new rules require, among other
things, that independent auditors review public companies' interim financial
information prior to filing with the SEC and that companies include in their
proxy statements certain information about their audit committees.

                                       6
<PAGE>
      GENERAL-BANK SUBSIDIARIES. As national banking associations, the
Subsidiary Banks are principally supervised, examined and regulated by the
Office of the Comptroller of the Currency (the "OCC"). The OCC regularly
examines such areas as capital adequacy, reserves, loan portfolio, investments
and management practices. The Bank must also furnish quarterly and annual
reports to the OCC, and the OCC may exercise cease and desist and other
enforcement powers over the Bank if its actions represent unsafe or unsound
practices or violations of law. Since the deposits of the Bank are insured by
the Bank Insurance Fund ("BIF") of the Federal Deposit Insurance Corporation
(the "FDIC"), the Bank is also subject to regulation and supervision by the
FDIC. Because the FRB regulates the Company, the FRB has supervisory authority
which affects the Bank.

      DEPOSIT INSURANCE. The deposits of the Bank are insured by the FDIC
through the BIF to the extent provided by law. Under the FDIC's risk-based
insurance system, BIF-insured institutions are currently assessed premiums of
between zero and twenty seven cents per $100 of eligible deposits, depending
upon the institution's capital position and other supervisory factors. During
1996, Congress enacted legislation that, among other things, provides for
assessments against BIF-insured institutions that will be used to pay certain
Financing Corporation ("FICO") obligations. BIF and Savings Association
Insurance Fund payers are assessed pro rata for the FICO bond obligations.

      CAPITAL ADEQUACY. The Company and its bank subsidiaries are currently
required to meet certain minimum regulatory capital guidelines utilizing total
capital-to-risk-weighted assets and Tier 1 Capital elements. At December 31,
1999 the Company's ratio of total capital-to-risk-weighted assets was 13.28%.
The guidelines make regulatory capital requirements more sensitive to
differences in risk profiles among banking organizations, take off-balance sheet
exposure into account in assessing capital adequacy, and encourage the holding
of liquid, low-risk assets. At least one-half of the minimum total capital must
be comprised of Tier 1 Capital elements. Tier 1 Capital of the Company is
comprised of common shareholders' equity. The core deposit intangibles and
goodwill of approximately $10,719,000 booked in connection with all the
financial institution acquisitions of the Company as of December 31, 1999 are
deducted from the sum of core capital elements when determining the capital
ratios of the Company.

      In addition, the FRB has established minimum leverage ratio guidelines for
bank holding companies. These guidelines provide for a minimum leverage ratio of
Tier 1 capital to adjusted average quarterly assets ("leverage ratio") equal to
three percent for bank holding companies that meet certain specified criteria,
including having the highest regulatory rating. All other bank holding companies
will generally be required to maintain a leverage ratio of at least 4.00% to
5.00%. The Company's leverage ratio at December 31, 1999 was 8.40%. The
guidelines also provide that bank holding companies experiencing internal growth
or making acquisitions will be expected to maintain strong capital positions
substantially above the minimum supervisory levels without significant reliance
on intangible assets. Furthermore, the guidelines indicate that the FRB will
continue to consider a "tangible Tier 1 leverage ratio" (deducting all
intangibles) in evaluating proposals for expansion or new activity. The FRB has
not advised the Company of any specific minimum leverage ratio or tangible Tier
1 leverage ratio applicable to it. Each of the Company's bank subsidiaries is
subject to similar capital requirements adopted by the OCC. The Subsidiary Banks
each had leverage ratios in excess of 5.00% as of December 31, 1999. As of that
date, the federal banking agencies had not advised the Bank of any specific
minimum leverage ratio applicable to it.

      Effective December 19, 1992, the federal bank regulatory agencies adopted
regulations, which mandate a five-tier scheme of capital requirements and
corresponding supervisory actions to implement the prompt corrective action
provisions of FDICIA. The regulations include requirements for the capital
categories that will serve as benchmarks for mandatory supervisory actions.
Under the regulations, the highest of the five categories would be a
well-capitalized institution with a total risk-based capital ratio of 10.00%, a
Tier 1 risk-based capital ratio of 6.00% and a Tier 1 leverage ratio of 5.00%.
An institution would be prohibited from declaring any dividends, making any
other capital distribution or paying a management fee if the capital ratios drop
below the levels for an adequately capitalized institution, which are 8.00%,
4.00% and 4.00%, respectively. The corresponding provisions of FDICIA mandate
corrective actions be taken if a bank is undercapitalized. Based on capital
ratios as of December 31, 1999, the Subsidiary Banks were each classified as
"well capitalized" under the applicable regulations.

                                       7
<PAGE>
      In 1995, in accordance with FDICIA, the OCC modified its risk-based
capital adequacy guidelines to explicitly include a bank's exposure to declines
in the economic value of its capital due to changes in interest rates as a
factor that it will consider in evaluating a bank's capital adequacy. In 1996,
the bank regulatory agencies introduced risk-based examination procedures.
Effective January 1, 1997, the federal banking agencies jointly adopted
regulations that amend the risk-based capital standards to incorporate measures
for market risk. Applicable banking institutions will be required to adjust
their risk-based capital ratio to reflect market risk. On December 19, 1996, the
FFIEC revised the Uniform Financial Institutions Rating System commonly referred
to as the CAMEL rating system. A sixth component addressing sensitivity to
market risk was added. Sensitivity to market risk reflects the degree to which
changes in interest rates, foreign exchange rates, commodity prices or equity
prices can adversely affect a financial institution's earnings or economic
capital.

      CONSERVATOR AND RECEIVERSHIP POWERS. FDICIA significantly expanded the
authority of the federal banking regulators to place depository institutions
into conservatorship or receivership to include, among other things, appointment
of the FDIC as conservator or receiver of an undercapitalized institution under
certain circumstances. In the event the Bank is placed into conservatorship or
receivership, the FDIC is required, subject to certain exceptions, to choose the
method for resolving the institution that is least costly to the BIF, such as
liquidation.

      INSOLVENCY. The OCC has articulated in a regulation the standards the OCC
uses to determine when a national bank becomes insolvent. The regulation alters
the standards such that a bank would be deemed to be insolvent for regulatory
purposes when it lacks equity capital rather than when it lacks primary capital
(principally equity capital plus the allowance for loan losses). Under the
regulatory guidelines, the OCC is also authorized to declare a national bank
insolvent when the bank is unable to meet its obligations as they mature.

      DEPOSITOR PREFERENCE. Because the Company is a legal entity separate and
distinct from its bank subsidiaries, its right to participate in the
distribution of assets of any subsidiary upon the subsidiary's liquidation or
reorganization will be subject to the prior claims of the subsidiary's
creditors. In the event of a liquidation of a subsidiary bank, the claims of
depositors and other general or subordinated creditors of the bank are entitled
to a priority of payment over the claims of holders of any obligation of the
institution to its shareholders, including any depository institution holding
company (such as the Company) or any shareholder or creditor thereof.

      CRA. Under the Community Reinvestment Act ("CRA"), the OCC is required to
assess the record of each bank subsidiary to determine if the bank meets the
credit needs of its entire community, including low and moderate-income
neighborhoods served by the institution, and to take that record into account in
its evaluation of any application made by the bank for, among other things,
approval of the acquisition or establishment of a branch or other deposit
facility, an office relocation, a merger, or the acquisition of shares of
capital stock of another financial institution. The OCC prepares a written
evaluation of an institution's record of meeting the credit needs of its entire
community and assigns a rating. FIRREA requires federal banking agencies to make
public a rating of a bank's performance under the CRA. The Bank received either
an "outstanding" or "satisfactory" CRA rating in its most recently completed
examination. Further, there are fair lending laws which prohibit discrimination
in connection with lending decisions.

      CONSUMER LAWS. In addition to the laws and regulations discussed herein,
the Bank is also subject to certain consumer laws and regulations that are
designed to protect consumers in transactions with banks. While the list set
forth herein is not exhaustive, these laws and regulations include the Truth in
Lending Act, the Truth in Savings Act, the Electronic Funds Transfer Act, the
Expedited Funds Availability Act, the Equal Credit Opportunity Act, and the Fair
Housing Act, among others. These laws and regulations mandate certain disclosure
requirements and regulate the manner in which financial institutions must deal
with customers when taking deposits or making loans to such customers. The
subsidiary banks must comply with the applicable provisions of these consumer
protection laws and regulations as part of their ongoing customer relations.

                                       8
<PAGE>
      AFFILIATE TRANSACTIONS. The Company, and its bank subsidiaries are
"affiliates" within the meaning of Section 23A of the Federal Reserve Act which
sets forth certain restrictions on loans and extensions of credit between a bank
subsidiary and affiliates, on investments in an affiliate's stock or other
securities, and on acceptance of such stock or other securities as collateral
for loans. Such restrictions prevent a bank holding company from borrowing from
any of its bank subsidiaries unless the loans are secured by specific
obligations. Further, such secured loans and investments by a bank subsidiary
are limited in amount, as to a bank holding company or any other affiliate, to
10% of such bank subsidiary's capital and surplus and, as to the bank holding
company and its affiliates, to an aggregate of 20% of such bank subsidiary's
capital and surplus. Certain restrictions do not apply to 80% or more owned
sister banks of bank holding companies. Section 23B of the Federal Reserve Act
requires that the terms of affiliate transactions be comparable to terms of
similar non-affiliate transactions.

      INSIDER LOANS. The restrictions on loans to directors, executive officers,
principal shareholders and their related interests (collectively referred to
herein as "insiders") contained in the Federal Reserve Act and Regulation O
apply to all insured institutions and their subsidiaries and holding companies.
These restrictions include limits on loans to one borrower and conditions that
must be met before such a loan can be made. There is also an aggregate
limitation on all loans to insiders and their related interests. These loans
cannot exceed the institution's total unimpaired capital and surplus, and the
OCC may determine that a lesser amount is appropriate. Insiders are subject to
enforcement actions for knowingly accepting loans in violation of applicable
restrictions.

      LENDING RESTRICTIONS. The operations of the bank subsidiaries are also
subject to lending limit restrictions pertaining to the extension of credit and
making of loans to one borrower. The scope and requirements of such laws and
regulations have been expanded significantly in recent years. Further, under the
BHCA and the regulations of the FRB thereunder, the Company and its subsidiaries
are prohibited from engaging in certain tie-in arrangements with respect to any
extension of credit or provision of property or services; however, recently the
FRB adopted a rule relaxing tying restrictions by permitting a bank holding
company to offer a discount on products or services if a customer obtains other
products or services from such company.

      The interest rate and usury laws of most states, including laws of the
State of Texas, which laws are preempted to a certain extent by federal law,
generally limit the amount of interest which lenders, including the Bank, may
charge on loans. These limits may vary depending upon, among other things, the
identity, nature and location of the lender and the borrower, use of proceeds of
a loan, amount of the loan, type of collateral for the loan and the particular
state or federal law applicable thereto. However, there is currently no limit on
the rate of interest, which the Bank may be charged on its liabilities, other
than on certain types of deposits. Market rates of interest, adjusted for
required reserves, on certain types of liabilities may rise to a level which may
adversely affect interest margin and/or loan growth. During 1997, the Texas
Constitution was amended to permit home equity lending effective January 1,
1998.

      DIVIDENDS. The ability of the Company to pay dividends is largely
dependent on the amount of cash derived from dividends declared by its bank
subsidiaries. The payment of dividends by any bank or bank holding company is
affected by the requirement to maintain adequate capital as discussed above. The
directors of a national bank are authorized to declare cash dividends on the
capital stock of the bank, and the amount of the dividend is within the board's
discretion. However, a dividend cannot be declared if: (1) it would exceed the
bank's profits (12 U.S.C. Sec. 60); (2) it would impair the bank's capital (12
U.S.C. Sec. 56); or (3) the bank is in default on the payment of any assessment
due to the FDIC (12 U.S.C. Sec. 1828). Net profits are defined as the remainder
of all earnings from current operations plus actual recoveries on loans,
investments, and other assets less all current operating expenses, actual
losses, accrued dividends on preferred stocks, if any, all federal and state
taxes and bad debts (12 U.S.C. Sec. 60). The OCC adopted a regulation effective
as of January 1, 1991, which prohibits the Bank from including its allowance for
loan losses as an element of net profits when calculating the dividends the Bank
may pay. Approval of the OCC will be required for any dividend paid by the Bank
to the shareholders if the total of all actual and proposed dividends declared
by the Bank in any calendar year exceeds the total of its net profits for that
year combined

                                       9
<PAGE>
with its retained net profits for the preceding two years, less any required
transfers to surplus or a fund for the retirement of any preferred stock (12
U.S.C. Sec. 60). The OCC has also issued a banking circular emphasizing that the
level of cash dividends should bear a direct correlation to the level of a
national bank's current and expected earnings stream, the bank's need to
maintain an adequate capital base and other factors. Please see Note 11 to the
Notes to Consolidated Financial Statements contained in the Company's 1999
Annual Report to Shareholders for a discussion of the dividend paying capacity
of the Bank.

      FINANCIAL SUBSIDIARIES. Under GLBA, a national bank may establish a
financial subsidiary and engage, subject to limitations on investment, in
activities that are financial in nature, other than insurance underwriting as
principal, insurance company portfolio investment, real estate development, real
estate investment and annuity issuance. To do so, a bank must be well
capitalized, well managed and have a CRA rating of satisfactory or better.
Subsidiary banks of a financial holding company or national banks with financial
subsidiaries must remain well capitalized and well managed in order to continue
to engage in activities that are financial in nature without regulatory actions
or restrictions, which could include divestiture of the financial in nature
subsidiary or subsidiaries. In addition, a bank may not acquire a company that
is engaged in activities that are financial in nature unless the bank and each
affiliated bank has a CRA rating of satisfactory or better.

      INSTABILITY OF REGULATORY STRUCTURE. Various legislation, including
proposals to overhaul the bank regulatory system, expand the powers of banking
institutions and bank holding companies and limit the investments that a
depository institution may make with insured funds, is from time to time
introduced in Congress. Such legislation may change banking statutes and the
operating environment of the Company and the bank subsidiaries in substantial
and unpredictable ways. The Company cannot determine the ultimate effect that
GLBA will have or the effect that potential legislation, if enacted, or
implementing regulations with respect thereto, would have upon the financial
condition or results of operations of the Company or its subsidiaries.


                               ITEM 2. PROPERTIES

      The principal executive offices of the Company are located at 101 S. Main
Street, Victoria, Texas in a building owned by First Victoria National Bank.
Property of the Company includes the main banking facility of First Victoria
National Bank and certain other properties. In addition, First Victoria National
Bank has two full-service branches in Victoria, Texas as well as full service
branches in Calhoun County, Texas and Taft, Texas. All properties on which the
banking offices of First Victoria National Bank are located are owned and there
are no encumbrances with respect thereto. Property of the Company also includes
the main banking facility of Citizens Bank of Texas located in New Waverly,
Texas. Citizens Bank of Texas also has full-service branches in Huntsville,
Texas and The Woodlands, Texas. The properties on which these banking facilities
are located are owned and there are no encumbrances with respect thereto. In
addition, Citizens Bank of Texas has two leased properties. The first, which is
partially subleased to an unrelated entity, is located in Huntsville, Texas and
serves as an annex to the main branch location. The second is located in Conroe,
Texas and is subleased to an unrelated entity.


                            ITEM 3. LEGAL PROCEEDINGS

      The Subsidiary Banks of the Company are involved in various routine claims
and lawsuits which have arisen in the normal course of conducting a commercial
banking business. Management does not believe that the outcome of any of these
matters will have a material adverse effect on the Company's financial position
or results of operations.

                                       10
<PAGE>
           ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of 1999.


                                     PART II

                    ITEM 5. MARKET FOR COMPANY'S COMMON STOCK
                       AND RELATED SECURITY HOLDER MATTERS

      The Company's common stock is quoted in the National Market System (NMS)
of NASDAQ under the symbol FVNB. The number of shareholders of record of common
stock at March 21, 2000 was 629. The following table shows the range of high and
low quotes per share of common stock of the Company on the over-the-counter
market, as reported by NASDAQ. Prices quoted on the NASDAQ NMS reflect
inter-dealer prices, without retail markup, markdown or commission and may not
necessarily represent actual transactions.

                                            1999                   1998
                                     -------------------     ------------------
                                      HIGH         LOW        HIGH        LOW
                                     -------     -------     -------    -------
First Quarter                        $36.000     $32.000     $42.250    $39.000
Second Quarter                        34.500      27.000      43.250     40.000
Third Quarter                         33.000      29.000      39.500     30.000
Fourth Quarter                        40.000      30.500      34.000     30.000

      The average bid/ask price of the Company's common stock was $32.66 per
share on March 21, 2000. On January 26, 2000, the Board of Directors approved a
regular quarterly cash dividend of $.35 per share payable on February 18, 2000,
to shareholders of record as of February 4, 2000. The Company anticipates this
level of regular dividend payments to continue for the remainder of 2000. Total
dividends paid during 1999 and 1998 were $1.40 and $1.30 per share,
respectively. See "Capital" section (page 24) in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Shareholders'
Equity" (page 43) in Note 11 to the consolidated financial statements herein
incorporated by reference from FVNB Corp.'s 1999 Annual Report to Shareholders
for further discussion of the payment of dividends and restrictions.

                         ITEM 6. SELECTED FINANCIAL DATA

      The information set forth under the caption "Selected Financial Data"
located on page 55 of FVNB Corp.'s 1999 Annual Report to Shareholders is
incorporated herein by reference.

                 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      The information contained under the captions "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 11 through
26, inclusive, of FVNB Corp.'s 1999 Annual Report to Shareholders is
incorporated herein by reference.

       ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

      The information set forth under the caption "Interest Rate Sensitivity" on
pages 13 through 14 of FVNB Corp.'s 1999 Annual Report to Shareholders is
incorporated herein by reference.

                                       11
<PAGE>
               ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The Consolidated Financial Statements of FVNB Corp. and Independent Public
Accountants' Reports contained on pages 27 through 53, inclusive, of FVNB
Corp.'s 1999 Annual Report to Shareholders are incorporated herein by reference.

              ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

      On February 16, 1999, the Board of Directors of the Company decided not to
renew the contract of Arthur Andersen LLP ("Arthur Andersen") as independent
accountants for the Company effective upon completion of the audit for the year
ended December 31, 1998. Arthur Andersen's report on the financial statements
for the past two years did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope, or
accounting principles. The decision to change accountants was approved by the
board of directors of the Company on February 16, 1999. During the Company's two
most recent fiscal years and any subsequent interim period preceding such change
in accountants, there were no disagreements with Arthur Andersen on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s), if not resolved to the
satisfaction of Arthur Andersen, would have caused it to make a reference to the
subject matter of the disagreement(s) in connection with its report. The Company
engaged KPMG LLP as the independent accountants of the Company by action of the
Board of Directors of the Company on February 16, 1999, to be effective as of
the completion by Arthur Andersen of the audit for the year ended December 31,
1998.


                                    PART III

           ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The information set forth under the caption "Directors and Executive
Officers" of FVNB Corp.'s Proxy Statement, dated April 10, 2000, relating to its
2000 Annual Meeting of Shareholders is incorporated herein by reference.


                         ITEM 11. EXECUTIVE COMPENSATION

      The information set forth under the caption "Compensation of Officers and
Directors" of FVNB Corp.'s Proxy Statement, dated April 10, 2000, relating to
its 2000 Annual Meeting of Shareholders (excluding the performance graph,
Compensation and Retirement Committee report, and the 1998 FVNB Corp. Stock
Incentive Plan Committee report.) is incorporated herein by reference.


                     ITEM 12. SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

      The information set forth under the caption "Beneficial Ownership of Bank
Common Stock" and "Directors and Executive Officers" of FVNB Corp.'s Proxy
Statement, dated April 10, 2000, relating to its 2000 Annual Meeting of
Shareholders is incorporated herein by reference.


             ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The information set forth under the caption "Certain Transactions" of FVNB
Corp.'s Proxy Statement, dated April 10, 2000, relating to its 2000 Annual
Meeting of Shareholders is incorporated herein by reference.

                                       12
<PAGE>
                                     PART IV

    ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K


(a)   1. The following financial statements and independent public accountants'
      reports have been incorporated in Item 8 of this report by reference to
      pages 27 through 53 of FVNB Corp.'s 1999 Annual Report to Shareholders:

         Consolidated Balance Sheets as of December 31, 1999 and 1998

         Consolidated Statements of Income for each of the three years ended
         December 31, 1999

         Consolidated Statements of Comprehensive Income for each of the three
         years ended December 31, 1999

         Consolidated Statements of Shareholders' Equity for each of the three
         years ended December 31, 1999

         Consolidated Statements of Cash Flows for each of the three years ended
         December 31, 1999

         Notes to Consolidated Financial Statements

         Reports of Independent Public Accountants

      2. No financial statement schedules are required to be filed as a part of
      this report.



(b)   On January 20, 2000, the Company filed a Form 8-K dated January 20, 2000.
      The form reported that the Board of Directors of FVNB Corp. announced that
      David M. Gaddis, who currently serves as President and Chief Executive
      Officer of both First Victoria National Bank and FVNB Corp., will assume
      full-time responsibilities as President and Chief Executive Officer of
      FVNB Corp.

      On January 28, 2000, the Company filed a Form 8-K dated January 27, 2000.
      The purpose of the form was to announce that on January 26, 2000, the
      Board of Directors of FVNB Corp. declared a cash dividend of $.35 per
      share payable on February 18, 2000 to shareholders of record as of
      February 4, 2000. The form also reported unaudited financial information
      related to the fourth quarter of 1999.

      On February 1, 2000, the Company filed a Form 8-K dated February 1, 2000.
      The purpose of the form was to announce FVNB Corp.'s earnings for 1999 and
      provide a consolidated financial summary for 1999 and unaudited financial
      information related to the fourth quarter of 1999.

      On February 2, 2000, the Company filed a Form 8-K dated February 1, 2000.
      The purpose of the form was to announce that the Board of Directors of
      FVNB Corp. had approved a definitive agreement to acquire Mid-Coast
      Savings Bank, SSB. The definitive agreement was entered into on January
      27, 2000, and is subject to regulatory approval and approval by the
      shareholders of Mid-

      Coast Savings. Upon completion of the transaction, the acquired bank will
      merge with First Victoria National Bank, a subsidiary bank of FVNB Corp.,
      and the two Mid-Coast Savings locations in Edna and Ganado, Texas will
      operate as branches of First Victoria National Bank.

                                       13
<PAGE>
(c)   The following exhibits are filed as part of this report:

          3.1+   Articles of Incorporation of the registrant [incorporated by
                 reference from exhibit 3.1 of the registrant's registration
                 statement on Form S-4. (333-47939) Filed on March 13, 1998.]

          3.2+   Bylaws of the registrant [incorporated by reference from
                 exhibit 3.2 of the registrant's registration statement on Form
                 S-4. (333-47939) Filed on March 13, 1998.]

         10.1*+  FVNB Corp. Stock Incentive Plan [incorporated by reference from
                 exhibit 10.1 of the registrant's registration statement on Form
                 S-4. (333-47939) Filed on March 13, 1998.]

         10.2+   Agreement and Plan of Merger by and between FVNB Corp. and CBOT
                 Financial Corporation dated as of October 8, 1998 [incorporated
                 by reference from exhibit 10.2 of the registrant's Quarterly
                 Report on Form 10-Q filed on November 13, 1998.]

         10(a)*+ First Victoria National Bank Board of Directors Deferred
                 Compensation Plan incorporated herein as an exhibit by
                 reference to the Annual Report, Exhibit 10(a) therein, under
                 the Securities Exchange Act of 1934, filed by the Bank on Form
                 10-K on March 25, 1997

         10(b)*+ Employees' Profit Sharing Plan incorporated herein as an
                 exhibit by reference to the Annual Report, Exhibit 10(b)
                 therein, under the Securities Exchange Act of 1934, filed by
                 the Bank on Form 10-K on March 25, 1997

         10(c)*+ Incentive Compensation Plan incorporated herein as an
                 exhibit by reference to the Annual Report, Exhibit 10(c)
                 therein, under the Securities Exchange Act of 1934, filed by
                 the Bank on Form 10-K on March 25, 1997

         10(d)*+ Pension Plan incorporated herein as an exhibit by reference
                 to the Annual Report, Exhibit 10(d) therein, under the
                 Securities Exchange Act of 1934, filed by the Bank on Form 10-K
                 on March 25, 1997

         10(e)*+ Officer Annual Incentive Plan, as revised July 2, 1997,
                 incorporated herein as an exhibit by reference to the Quarterly
                 Report, Exhibit 10(e) therein, under the Securities Exchange
                 Act of 1934, filed by the Bank on Form 10-Q on August 8, 1997

         13**    1999 Annual Report to Shareholders

         21      Subsidiaries of the Registrant

         23      Accountants' Consents

         27      Financial Data Schedule [The required Financial Data Schedule
                 has been included as Exhibit 27 of the Form 10-K filed
                 electronically with the Securities and Exchange Commission]

*  These documents constitute compensatory plans or arrangements
** Deemed filed only with respect to those portions thereof incorporated herein
   by reference
+  Previously filed

                                       14
<PAGE>
                                   SIGNATURES


Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                FVNB CORP.


    MARCH 21, 2000              By:          /s/ DAVID M. GADDIS
  ------------------                -------------------------------------
        Date                                   David M. Gaddis
                                    President and Chief Executive Officer


    MARCH 21, 2000              By:           /s/ C. DEE HARKEY
  ------------------                -------------------------------------
        Date                                    C. Dee Harkey
                                   Secretary and Principal Accounting Officer

                                       15
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


                                            DIRECTOR              MARCH 21, 2000
---------------------------------     ----------------------     ---------------
      Michael S. Anderson                     Title                    Date

    /S/ O. D. EDWARDS, JR.                  DIRECTOR              MARCH 21, 2000
---------------------------------     ----------------------     ---------------
      O. D. Edwards, Jr.                      Title                    Date

                                            DIRECTOR              MARCH 21, 2000
---------------------------------     ----------------------     ---------------
        David P. Engel                        Title                    Date

      /S/ DAVID M. GADDIS                   DIRECTOR              MARCH 21, 2000
---------------------------------     ----------------------     ---------------
        David M. Gaddis                       Title                    Date

     /S/ WALTER T. HAENGGI                  DIRECTOR              MARCH 21, 2000
---------------------------------     ----------------------     ---------------
       Walter T. Haenggi                      Title                    Date

    /S/ ROBERT L. HALEPESKA                 DIRECTOR              MARCH 21, 2000
---------------------------------     ----------------------     ---------------
      Robert L. Halepeska                     Title                    Date

    /S/ THOMAS LANE KELLER                  DIRECTOR              MARCH 21, 2000
---------------------------------     ----------------------     ---------------
      Thomas Lane Keller                      Title                    Date

 /S/ JAMES ROBERT "BOB" MCCAN               DIRECTOR              MARCH 21, 2000
---------------------------------     ----------------------     ---------------
   James Robert "Bob" McCan                   Title                    Date

       /S/ J. E. MCCORD                     DIRECTOR              MARCH 21, 2000
---------------------------------     ----------------------     ---------------
         J. E. McCord                         Title                    Date

    /S/ THOMAS M. O'CONNOR                  DIRECTOR              MARCH 21, 2000
---------------------------------     ----------------------     ---------------
      Thomas M. O'Connor                      Title                    Date

     /S/ BILLY W. RUDDOCK                   DIRECTOR              MARCH 21, 2000
---------------------------------     ----------------------     ---------------
       Billy W. Ruddock                       Title                    Date

       /S/ ROGER WELDER                     DIRECTOR              MARCH 21, 2000
---------------------------------     ----------------------     ---------------
         Roger Welder                         Title                    Date

                                       16
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT     DESCRIPTION                                                PAGE
-------     -----------                                                ----
13   **     1999 Annual Report to Shareholders

21          Subsidiaries of the Registrant

23          Accountants' Consents

27          Financial Data Schedule


** Deemed filed only with respect to those portions thereof incorporated herein
by reference

                                       17