EXHIBIT 25



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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

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                                  HERRING BANK
               (Exact name of Trustee as specified in its charter)

                                   75-0330569
                     (I.R.S. Employer Identification Number)

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                1608 S. Polk St.
                 Amarillo, Texas                            79102
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    (Address of Principal Executive Offices)              (Zip Code)
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                                   Catana Gray
                                  Herring Bank
                                1608 S. Polk St.
                              Amarillo, Texas 79102
                                 (806) 378-6655
            (Name, address and telephone number of agent for service)

                        AMERICAN CHURCH MORTGAGE COMPANY
                     (Issuer with respect to the Securities)

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               Minnesota                               41-1793975
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    (State or other jurisdiction of
    incorporation or  organization)       (I.R.S. Employer Identification No.)
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          10237 Yellow Circle Drive
            Minnetonka, Minnesota                            55343
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    (Address of Principal Executive Offices)              (Zip Code)
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              $20,000,000 - Series C Secured Investor Certificates
                       (Title of the Indenture Securities)

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<PAGE>

                                    FORM T-1

Item  1.    GENERAL  INFORMATION.  Furnish the following  information  as to the
            Trustee.

            a)    Name and address of each examining or supervising authority to
                  which it is subject.
                  Federal Deposit Insurance Corporation Washington, D.C.
                  Texas State Banking Department, Austin, TX

            b)    Whether it is authorized to exercise  corporate  trust powers.
                  Yes

Item  2.    AFFILIATIONS  WITH  OBLIGOR.  If the obligor is an  affiliate of the
            Trustee, describe each such affiliation.

                  None

Items 3-15.       Items  3-15  are not  applicable  because  to the  best of the
                  Trustee's  knowledge,  the obligor is not in default under any
                  Indenture for which the Trustee acts as Trustee.

Item  16.   LIST OF EXHIBITS:  List below all  exhibits  filed as a part of this
            statement of eligibility and qualification.

1.    A copy of the Articles of Association of the Trustee.

2.    A  copy  of the  certificate  of  authority  of the  Trustee  to  commence
      business.

3.    A  copy  of the  certificate  of  authority  of the  Trustee  to  exercise
      corporate trust powers. (See Exhibit 2)

4.    A copy of the existing bylaws of the Trustee.

5.    A copy of each Indenture referred to in Item 4. Not applicable.

6.    The  consent  of the  Trustee  required  by  Section  321(b)  of the Trust
      Indenture Act of 1939, attached as Exhibit 6.

7.    Report of Condition of the Trustee as of June 30, 2008, published pursuant
      to law or the  requirements  of its  supervising  or examining  authority,
      attached as Exhibit 7.

                                      NOTE

      The  answers  to this  statement  insofar as such  answers  relate to what
persons have been  underwriters  for any securities of the obligors within three
years prior to the date of filing this statement,  or what persons are owners of
10% or more of the voting securities of the obligors,  or affiliates,  are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such  information,  it cannot  accept any
responsibility therefor.

<PAGE>

                                    SIGNATURE

      Pursuant  to the  requirements  of the  Trust  Indenture  Act of 1939,  as
amended,  the Trustee,  HERRING BANK, a state banking institution  organized and
existing  under the laws of the United  States of America,  has duly caused this
statement of  eligibility  and  qualification  to be signed on its behalf by the
undersigned,  thereunto duly authorized,  all in the City of Amarillo,  State of
Texas on the ___ day of _____________, 2008.

                                               HERRING BANK

                                               By: /s/ Catana Gray
                                               ---------------------
                                               Catana Gray
                                               Vice President

                          [Signature Page to Form T-1]

<PAGE>

                                    Exhibit 1

                             ARTICLES OF ASSOCIATION
                                       OF
                                  HERRING BANK

                                    ARTICLE I
                                      Name

      The name of the Bank shall be Herring Bank.

                                    * * * * *

                                   ARTICLE II
                                   Home Office

      The street address of the Bank's home office shall be:

      2201 Civic Circle, Amarillo, Potter County, Texas 79109.

                                    * * * * *

                                   ARTICLE III
                                     Powers

      The powers of the Bank are all powers granted by law to a state bank.

                                    * * * * *

                                   ARTICLE IV
                       Capital Stock and Preemptive Rights

      The  aggregate  number of shares which the Bank is  authorized to issue is
Forty Thousand (40,000) shares of common stock, par value $20.00 per share.

      No shareholder of this Bank shall,  by reason of his holding shares of any
class of stock  of this  Bank,  have any  preemptive  or  preferential  right to
purchase or subscribe for any shares of any class of stock of this Bank,  now or
hereafter to be authorized, or any notes, debentures,  bonds or other securities
convertible into or carrying  options,  warrants or rights to purchase shares of
any class, now or hereafter to be authorized, whether or not the issuance of any
such shares or such notes, debentures, bonds or other securities would adversely
affect the dividend or voting  rights of any such  shareholder,  other than such
rights, if any, as the Board of Directors, at its discretion,  from time to time
may grant,  and at such price as the Board of  Directors at its  discretion  may
fix; and the Board of  Directors  may issue shares of any class of stock of this
Bank or any notes,  debentures,  bonds or other  securities  convertible into or
carrying  options,  warrants or rights to purchase  shares of any class  without
offering any such shares of any class of such notes, debentures,  bonds or other
securities,  either in whole or in part,  to the  existing  shareholders  of any
class

                                        1

<PAGE>

                                    * * * * *

                                    ARTICLE V
                                Cumulative Voting

      The right to cumulate votes in the election of directors and/or cumulative
voting by any shareholder is hereby expressly denied.

                                    * * * * *

                                   ARTICLE VI
                                    Duration

      The Bank shall exist and be in force perpetually.

                                    * * * * *

                                   ARTICLE VII
                               Board of Directors

      (a)   The Board of Directors  shall  consist of not less than five (5) nor
more than twenty-five (25) persons,  the exact number to be fixed and determined
from time to time by a  resolution  of a  majority  of the  shareholders  at any
annual  or  special  meeting  thereof  or by a  majority  of the  full  Board of
Directors,  when  authorized  by  resolution  adopted at any regular  meeting of
shareholders or at any special meeting of shareholders  called for that purpose,
provided  that the  total  number  of  directors  shall not  exceed  the  number
prescribed  herein or by law.  A  majority  of such  persons  shall be bona fide
resident citizens of the State of Texas.

      (b)   Any vacancy in the Board of Directors may be filled by action of the
majority of the remaining  directors  between meetings of shareholders,  and any
director so appointed shall hold his office until the next election.

      (c)   The names and  addresses  of the  seven  (7)  directors  and one (1)
advisory director constituting the current Board of Directors are as follows:

                                        2

<PAGE>

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               NAMES                                   ADDRESSES
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C. C. Burgess                            P.O. Box 9900
                                         Amarillo, Texas 79105
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Campbell Burgess                         2201 Civic Circle, Suite 210
                                         Amarillo, Texas 79109
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Mrs. Jane Slemp Burgess                  P.O. Box 9900
                                         Amarillo, Texas 79105
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Dr. Susan Couch                          3917 Texas St.
                                         Vernon, Texas 76384
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Curtis D. Johnson                        2230 Hilltop
                                         Vernon, Texas 76384
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Jim Pennington                           2020 Stephens
                                         Vernon, Texas 76384
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Terry Spears                             2530 Tolar
                                         Vernon, Texas 76384
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Dr. Charles E. Deyhle, Sr.,              Box 946
Advisory Director                        Clarendon, Texas 79226
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                                    * * * * *

                                  ARTICLE VIII
                             Limitation of Liability

      To the fullest extent not prohibited by law, no director of the Bank shall
be personally liable to the Bank or its shareholders for monetary damages for an
act or omission  in the  director's  capacity  as a  director,  except that this
Article does not eliminate or limit the liability of a director for:

      (1)   a  breach  of a  director's  duty  of  loyalty  to the  Bank  or its
            shareholders,

      (2)   an act or omission  not in good faith that  constitutes  a breach of
            duty of a director to the Bank or an act or omission  that  involves
            gross  negligence or willful or intentional  misconduct or a knowing
            violation of the law,

      (3)   a transaction  from which a director  received an improper  benefit,
            whether or not the benefit  resulted from an action taken within the
            scope of the director's office, or

      (4)   an  act or  omission  for  which  the  liability  of a  director  is
            expressly provided by an applicable statute, or

      (5)   an act  related  to an  unlawful  stock  repurchase  or payment of a
            dividend.

                                        3

<PAGE>

      If applicable law or regulations  are amended after approval by the Bank's
shareholders  of  this  ARTICLE  VIII  to  authorize  corporate  action  further
eliminating  or limiting the personal  liability of directors or  eliminating or
limiting the personal  liability  of  officers,  the  liability of a director or
officer  of the Bank  shall be  eliminated  or  limited  to the  fullest  extent
permitted  by  law.  No  repeal  or  modification  of this  ARTICLE  VIII by the
shareholders  shall  adversely  affect any right or  protection of a director or
officer of the Bank  existing by virtue of this ARTICLE VIII at the time of such
repeal or modification.

                                    * * * * *

                                   ARTICLE IX
                                 Indemnification

      (a)   Notwithstanding  anything  contained  in  this  ARTICLE  IX  to  the
contrary,  the Bank shall  indemnify  a director or officer  against  reasonable
expenses  incurred by him in connection with a Proceeding in which he is named a
defendant  or  respondent  because he is or was a director  or officer if he has
been  wholly  successful,  on the  merits or  otherwise,  in the  defense of the
Proceeding.  The  indemnification  of directors  and officers by the Bank herein
provided  shall be to the fullest  extent  authorized or permitted by applicable
law, as such law exists or may hereafter be amended (but only to the extent that
such amendment permits the Bank to provide broader  indemnification  rights than
permitted prior to the amendment).

      (b)   For  purposes of this ARTICLE IX, the term  "Proceeding"  shall mean
any  threatened,  pending,  or completed  action,  suit, or proceeding,  whether
civil, criminal,  administrative,  arbitrative, or investigative,  any appeal in
such an action, suit, or proceeding,  or any inquiry or investigation that could
lead to such an action, suit, or proceeding.

      (c)   The  expenses  of a director  or officer  incurred as a party to any
Proceeding  shall be paid by the Bank as they are incurred and in advance of the
final disposition of the Proceeding; provided, however, that the advance payment
of  expenses  shall be made  only  upon  receipt  by the Bank of both a  written
affirmation  from the  director or officer of his good faith  belief that he has
met the standard of conduct necessary for indemnification  under applicable laws
and  regulations  and an unlimited,  general  undertaking by or on behalf of the
director  or officer to repay all  amounts so  advanced  in the event that it is
ultimately  determined  by a final  decision,  order,  or  decree  of a court of
competent  jurisdiction that the director or officer has not met those standards
or if it is  ultimately  determined  that  indemnification  of the  director  or
officer in connection  with such  Proceeding is prohibited by this ARTICLE IX or
under applicable law or regulation.

      (d)   Any director or officer may enforce his rights to indemnification or
advance  payments for expenses in a suit brought against the Bank if his request
for  indemnification  or advance  payments  for  expenses is wholly or partially
refused by the Bank or if there is no determination with respect to such request
within 60 days from receipt by the Bank of a written notice from the director or
officer  for such a  determination.  If a director or officer is  successful  in
establishing  in a suit his  entitlement to receive or recover an advancement of
expenses or a right to  indemnification,  in whole or in part,  he shall also be
indemnified  by the Bank for costs and expenses  incurred in such suit. It shall
be a defense to any such suit (other than a suit

                                        4

<PAGE>

brought to enforce a claim for the  advancement of expenses under Section (b) of
this ARTICLE IX when the required affirmation and undertaking have been received
by the  Bank)  that the  claimant  has not met the  standard  of  conduct  under
applicable laws and regulations. Neither the failure of the Bank nor independent
legal counsel to have made a  determination  prior to the  commencement  of such
suit  that  indemnification  of  the  director  or  officer  is  proper  in  the
circumstances because the director or officer has met the applicable standard of
conduct nor a determination by the Bank or by independent legal counsel that the
director or officer has not met such  applicable  standard of conduct shall be a
defense to the suit or create a presumption that the director or officer has not
met the  applicable  standard  of  conduct.  In a suit  brought by a director or
officer to enforce a right  under this  Section (d) or by the Bank to recover an
advancement of expenses  pursuant to the terms of an undertaking,  the burden of
proving that a director or officer is not entitled to be  indemnified  or is not
entitled to an  advancement  of expenses  under this  Section (d) or  otherwise,
shall be on the Bank.

      (e)   The right to  indemnification  and the  payment  or  advancement  of
expenses  as they are  incurred  and in  advance of the final  disposition  of a
Proceeding  shall not be  exclusive  of any other right to which a person may be
entitled  under these  Articles of  Association,  the bylaws,  a  resolution  of
shareholders or directors, an agreement, or otherwise;  provided,  however, that
all rights to indemnification  and to the payment or advancement of expenses are
valid only to the  extent  that they are  consistent  with  applicable  laws and
regulations, as they may be limited by these Articles of Association.  The right
to indemnification  under Section (a) hereof shall continue for a person who has
ceased to be a director  or officer and shall inure to the benefit of his heirs,
next of kin, executors, administrators and legal representatives.

      (f)   The Bank may purchase and maintain insurance or other arrangement at
its expense to protect itself, or any person who is or was a director,  officer,
employee,  or agent  of the  Bank or any  person  who is or was  serving  at the
request  of the Bank as a  director,  officer,  partner,  venturer,  proprietor,
trustee,  employee, agent, or similar functionary of another foreign or domestic
corporation,  employee benefit plan, other enterprise,  or other entity, against
any  liability  asserted  against him and  incurred by him in such a capacity or
arising  out of his status as such a person,  whether or not the Bank would have
the power to indemnify him against that liability under this ARTICLE IX. Without
limiting  the power of the Bank to procure or maintain  any kind of insurance or
other arrangement,  the Bank may, for the benefit of persons  indemnified by the
Bank,  (i) create a trust fund,  (ii) establish any form of  self-insurance,  or
(iii)  establish  a letter  of  credit,  guaranty,  or surety  arrangement.  The
insurance or other arrangement may be procured, maintained or established within
the Bank or with any insurer or other person deemed  appropriate by the Board of
Directors  of the Bank  regardless  of whether all or part of the stock or other
securities  of the insurer or other  person are owned in whole or in part by the
Bank.

      (g)   The Bank  shall not be  obligated  to  reimburse  the  amount of any
settlement  unless it has agreed in writing  to such  settlement.  If any person
shall  unreasonably fail to enter into a settlement of any Proceeding within the
scope of Section (a) hereof,  offered or  assented to by the  opposing  party or
parties and which is  acceptable  to the Bank,  then  notwithstanding  any other
provision  of this  ARTICLE IX, the  indemnification  obligation  of the Bank in
connection with such  Proceeding  shall be limited to the total of the amount at
which settlement  could have been made and the expenses  incurred by such person
prior to the time the settlement could reasonably have been effected.

                                        5

<PAGE>

      (h)   The Bank may,  but need not, to the extent  authorized  from time to
time by the  Board of  Directors,  grant  rights to  indemnification  and to the
advancement of expenses to any employee or agent of the Bank or to any director,
officer,  employee  or agent of any of the Bank's  subsidiaries  to the  fullest
extent  of the  provisions  of the Texas  Business  Corporation  Act,  the Texas
Finance Code and of this ARTICLE IX subject to the imposition of such conditions
or limitations as the Board of Directors may deem necessary or appropriate.

      (i)   The  provisions of this ARTICLE IX are valid only to the extent that
they are consistent  with, and are limited by,  applicable laws and regulations,
including,  but not  limited to 12 U.S.C.  1828(k) and  regulations  promulgated
thereunder  from  time to time  by  applicable  federal  banking  agencies.  The
invalidity  of any  provision of this ARTICLE IX will not affect the validity of
the remaining provisions of ARTICLE IX.

                                    * * * * *

                                    ARTICLE X
                   Consent in Lieu of Meeting of Shareholders

      Any action  required  by the Texas  Business  Corporation  Act,  the Texas
Miscellaneous  Corporation Laws Act or the Texas Finance Code to be taken at any
annual or special meeting of  shareholders of the Bank,  and/or any action which
may be taken at any annual or special  meeting of  shareholders of the Bank, may
be taken  without a meeting,  without  prior  notice,  and without a vote,  if a
consent or  consents  in writing,  setting  forth the action so taken,  shall be
signed by the holder or holders of shares representing not less than the minimum
number of votes that would have been  necessary to take such action at a meeting
at which the holders of all shares  entitled to vote on the action were  present
and voted.  Such action  shall be taken in  accordance  with the  provisions  of
Article 9.10A of the Texas Business Corporation Act, as amended.

                                    * * * * *

                                   ARTICLE XI
                                   Conversion

      The  Bank is  being  organized  pursuant  to a plan of  conversion  of The
Herring  National Bank,  1900 Pease,  Vernon,  Texas,  which was  established on
January 1, 1899 as a national banking  association  under the laws of the United
States of America.

                            [signature page follows]

                                        6

<PAGE>

      IN WITNESS WHEREOF,  the initial Directors of the Bank have executed these
Articles of Association this 20th day of April, 2005.

/s/ C. C. Burgess                          /s/ Campbell Burgess
-------------------------------------      -------------------------------------
C. C. Burgess                              Campbell Burgess

/s/ Jane Slemp Burgess                     /s/ Susan Couch
-------------------------------------      -------------------------------------
Mrs. Jane Slemp Burgess                    Dr. Susan Couch

/s/ Curtis D. Johnson                      /s/ Jim Pennington
-------------------------------------      -------------------------------------
Curtis D. Johnson                          Jim Pennington

/s/ Terry Spears                           /s/ Charles E. Deyhle, Sr.
-------------------------------------      -------------------------------------
Terry Spears                               Dr. Charles E. Deyhle, Sr.,
                                           Advisory Director

                                        7

<PAGE>

                                    Exhibit 2
                            Certificate of Authority

                                 STATE OF TEXAS

                                     [FLAGS]

                              DEPARTMENT OF BANKING

                            CERTIFICATE OF AUTHORITY

                                     3157-02
                                 --------------
                                 Charter number

                             This is to certify that

                                  Herring Bank
                                  ------------

                              Effective May 2, 2005
           is duly authorized under the laws of the State of Texas to
                       conduct the business of banking at

                                2201 Civic Circle
                                -----------------

                         Amarillo, Potter County, Texas
                         ------------------------------

                  In witness whereof I have xxxx at the City of
                    Austin, Travis xxxx in the State of Texas

                           [THE STATE OF TEXAS STAMP]

                              /s/ Randali S. James
                 -----------------------------------------------
                 Randali S. James, Banking Commissioner of Texas

                                   Centennial
                                    1905-2005

<PAGE>

                                    Exhibit 4

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                                     BYLAWS
                                       OF
                                  HERRING BANK
                                 AMARILLO, TEXAS

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                                    ARTICLE I
                                OTHER PROVISIONS

      1.01  Principal  Office. The principal office of the bank shall be located
in Amarillo, Potter County, Texas.

      1.02  Other  Offices.  The  bank  may,  subject  to  compliance  with  all
applicable  banking laws and  regulations,  have offices at such other places as
the board of directors may from time to time  determine or as the affairs of the
bank may require.

                                   ARTICLE II
                                  SHAREHOLDERS

      2.01  Place of  Meeting.  All  meetings  of the sole  shareholder  for any
purpose shall be held at the banking house of the bank or at such place,  either
within or  without  the State of Texas,  as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

      2.02  Annual Meetings. Unless a different date is selected by the board of
directors,  the  annual  meeting  of the sole  shareholder  shall be held on the
fourth  Tuesday of February  and at the time  selected by the board of directors
and  specified in the notice of the meeting.  At each such annual  meeting,  the
sole  shareholder  shall  elect a board of  directors  and  transact  such other
business as may be properly brought before the meeting.

      2.03  Special  Meetings.  Special  meetings of the sole shareholder may be
called for any purpose at any time by the president,  the board of directors, or
the  holders of not less than a majority  of all the shares  entitled to vote at
the meeting.

      2.04  Notice of Meetings.  Written notice stating the place,  day and time
of the meeting and, in the case of a special meeting, the purposes for which the
meeting is called, shall be delivered not less than ten (10) nor more than sixty
(60) days before the date  thereof,  either  personally or by mail, by or at the
direction  of the  president,  the  secretary  or officer of person  calling the
meeting,  to the sole  shareholder  of record  entitled to vote at such meeting.
Only business  within the purpose or purposes  described in the notice  required
herein may be conducted at a special meeting of the sole shareholder. If mailed,
notice shall be deemed to be delivered when deposited in the United States mail,
postage prepaid,  addressed to the sole shareholder at the shareholder's address
as it appears on the stock transfer books of the bank.

      2.05  Quorum.  The presence in person or by proxy of the sole  shareholder
shall be requisite and shall constitute a quorum for the transaction of business
at all  meetings  of the sole  shareholder,  except  as  otherwise  provided  by
statute, the articles of association, or these bylaws.

      2.06  Shareholder  Action.  When a quorum is present at any  meeting,  the
vote of the sole  shareholder  shall  decide any  question  brought  before such
meeting.

                                        1

<PAGE>

      2.07 Voting and  Proxies.  Cumulative  voting in the election of directors
shall not be  permitted.  Each  outstanding  share having  voting power shall be
entitled to one vote on each matter submitted to a vote at a meeting of the sole
shareholder. The sole shareholder may vote either in person or by proxy executed
in writing by the sole  shareholder or by his duly authorized  attorney-in-fact,
but no proxy  shall be  valid  after  eleven  (11)  months  from the date of its
execution, unless otherwise expressly provided in the proxy. Each proxy shall be
revocable  unless  the  proxy  form  conspicuously  states  that  the  proxy  is
irrevocable  and the proxy is  coupled  with an  interest  (which  includes  the
appointment as proxy of a pledgee; a person who purchased or agreed to purchase,
or owns or holds an option to purchase,  the shares;  a creditor of the bank who
extended it credit under terms  requiring  the  appointment;  an employee of the
bank whose employment contract requires the appointment; and a party to a voting
agreement  validly  created  under the laws of the State of  Texas).  Each proxy
shall be filed  with the  secretary  of the bank  prior to or at the time of the
meeting.

      2.08  Action by Written  Consent.  Any action  required  or  permitted  by
statute to be taken at a meeting of the sole  shareholder may be taken without a
meeting if a consent in  writing,  setting  forth the action so taken,  shall be
signed by the sole  shareholder  and such consent  shall have the same force and
effect as a unanimous vote. Any such signed consent, or a copy thereof, shall be
placed in the minute book of the bank.

                                   ARTICLE III
                                    DIRECTORS

      3.01  Powers of  Directors.  The business and affairs of the bank shall be
managed by its board of directors, which may exercise all powers of the bank and
do  all  lawful  acts  and  things  as are  not  by  statute,  the  articles  of
association,  or these  bylaws,  directed or required to be exercised or done by
the sole shareholder.

      3.02  Number and  Qualifications.  The  number of  directors  which  shall
constitute  the board of  directors  is seven (7), the majority of whom shall be
residents of the State of Texas. Directors need not be shareholders of the bank.
The number of directors may be increased (to not more than 25) or decreased (but
not below 5) from time to time by resolution  adopted at any regular  meeting of
the sole  shareholder  or at any  special  meeting  called  for the  purpose  of
electing  directors,  (or by the board of  directors if  authorized  to do so by
resolution  of the sole  shareholder  at a regular  or special  meeting),  which
resolution  shall be  spread  on the  minutes  of the  meeting.  Prior to taking
office,  each  director  shall take oath that  he/she  accepts  the  position as
director; that he will not violate, nor knowingly permit any officer,  director,
or employee of the bank to violate the laws of the State of Texas in the conduct
of the business of the bank; and that he/she will diligently  perform his duties
as director.  Such  affidavit  shall be sworn and  subscribed to before a notary
public and spread upon the minutes of the directors' meeting.  Without the prior
written consent of the Texas Banking Commissioner,  no person shall be nominated
to serve as a  director  or shall  serve as a  director  if (i) the bank holds a
judgment  against such person;  (ii) the bank holds a charged-off  note on which
such person is liable; or (iii) such person has been convicted of a felony. Each
director  elected  shall serve until his  successor  shall have been elected and
qualified.

      3.03 Filling of Vacancies.  A vacancy  occurring in the board of directors
by reason of death,  resignation,  or removal  may be filled by  election  at an
annual or special meeting of the sole shareholder  called for that purpose or by
an affirmative vote of a majority of the remaining directors, although less than
a quorum of the board of directors.  A director  elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office. Any directorship
to be filled by reason of an increase in the number of  directors  may be filled
by election at an annual or special meeting of the sole  shareholder  called for
that  purpose;  provided  that,  if  authorized  by a  resolution  of  the  sole
shareholder, the board of directors, without action by the sole shareholder, may
fill up to two such directorships during any one year.

                                        2

<PAGE>

      3.04 Resignation of Directors.  Any director may resign from his office at
any time by delivering his written resignation to the secretary of the bank, and
such resignation shall be effective immediately upon delivery to the secretary.

      3.05  Removal of  Directors.  Any  director may be removed with or without
cause at any special meeting of the sole shareholder, by the affirmative vote of
a  majority  of the number of shares  represented  in person or by proxy at such
meeting and  entitled to vote for the  election of such  director,  if notice of
intention  to act upon such matter  shall have been given in the notice  calling
such meeting.

      3.06  Place of  Meetings.  Regular  or  special  meetings  of the board of
directors may be held either within or outside of the State of Texas.

      3.07 First  Meetings.  The first  meeting of each newly  elected  board of
directors  shall be held at such time and place as shall be fixed by the vote of
the sole  shareholder at the annual meeting and no notice of such meeting to the
newly elected  directors  shall be necessary in order to legally  constitute the
meeting,  provided a quorum of duly qualified directors shall be present. If the
sole shareholder fails to fix the time and place of such first meeting, it shall
be held  without  notice  immediately  following,  and at the same  place as the
annual meeting of the sole shareholder;  provided,  however,  that if at least a
majority  (but not less than 5) of the newly  elected  directors are not present
and qualified,  such initial  meeting shall be adjourned by those  directors who
are present and have  qualified  until the necessary  majority of directors have
been  qualified and can be convened at a meeting to be called by the  president.
Until such initial  meeting of the newly  elected  directors is held,  the prior
board of directors shall continue in office.

      3.08  Regular Meetings.  Regular meetings of the board of directors may be
held without  notice the fourth  Tuesday of each month or at such time and place
as  shall  from  time to time be  determined  by  resolutions  of the  board  of
directors.

      3.09  Special Meetings.  Special meetings of the board of directors may be
called by the chairman of the board of directors or the  president  and shall be
called by the secretary on the written request of three (3) directors. Notice of
any special meeting of the board of directors shall be given to each director at
least two (2) days before the date of the meeting.

      3.10  Quorum of Directors.  At all meetings of the board of  directors,  a
majority of the  directors  shall  constitute  a quorum for the  transaction  of
business  and the act of a majority of the  directors  present at any meeting at
which there is a quorum shall be the act of the board of directors.  If a quorum
shall not be present at any  meeting of the  directors,  the  directors  present
thereat may adjourn the meeting  from time to time,  without  notice  other than
announcement at the meeting, until a quorum shall be present.

      3.11  Other Committees.  The board of directors, by resolution passed by a
majority  of the  entire  board of  directors,  may from time to time  designate
members  of the board of  directors  to  constitute  committees  of the board of
directors,  including an executive loan committee, an executive committee and an
audit  committee,  which shall in each case consist of such number of directors,
not less than two (2), and shall have and may exercise  such powers as the board
of directors may determine and specify in the respective  resolutions appointing
them.  A majority of all the members of any such  committee  may  determine  its
action and fix the time and place of any meeting,  unless the board of directors
shall otherwise  direct.  The board of directors shall have power at any time to
change the number and the members (with or without cause) of any such committee,
to fill vacancies and to discharge any such committee.

      3.12  Action  by  Unanimous  Written  Consent.   Any  action  required  or
permitted to be taken at a meeting of the board of  directors  or any  committee
may be taken without a meeting if a consent in

                                        3

<PAGE>

writing,  setting forth the actions so taken, is signed by all of the members of
the board of directors or such committee, as the case may be.

      3.13  Compensation of Directors.  By resolution of the board of directors,
the directors may be paid their  expenses,  if any, of attending each meeting of
the board of directors and may be paid a fixed sum for attending each meeting of
the board of  directors  or a stated  salary for serving as a director.  No such
payment shall  preclude any director from serving the bank in any other capacity
and receiving  compensation  therefor.  Members of the executive committee or of
special or standing committees may, by resolution of the board of directors,  be
allowed like compensation for attending committee meetings.

      3.14  Minutes of  Meetings.  The board of  directors  shall  keep  regular
minutes of its  proceedings  and such minutes shall be placed in the minute book
of the bank.  Committees  of the board of  directors  shall  maintain a separate
record of the  minutes of their  proceedings,  which shall also be placed in the
corporate minute book.

                                   ARTICLE IV
                         NOTICES AND TELEPHONE MEETINGS

      4.01  Method of Giving Notice.  To the extent permitted by applicable law,
notice to be given by the bank to any  director,  officer or other person (other
than the  sole  shareholder)  entitled  to it  shall  be  sufficiently  given if
delivered personally, or sent by first class mail, courier, telecopy, facsimile,
or is otherwise  communicated  by  electronic  means capable of producing a copy
that is accessible  to the  addressee at the latest  address of the addressee as
recorded in the records of the bank.  Notice by first class mail shall be deemed
to be given at the time when the same shall be  deposited  in the United  States
mail, postage prepaid.  Notice given in any other manner shall be effective upon
receipt by the addressee.

      4.02 Waiver of Notice.  Any notice required to be given under these bylaws
or by law may be subject to a waiver  thereof in writing signed by the person or
persons entitled to receive such notice, whether before or after the time stated
therein, and such waiver shall be deemed equivalent to the giving of such notice
in a timely manner.  Any such signed waiver of notice, or a signed copy thereof,
shall be placed in the minute book of the bank.  Attendance  of such  persons at
any meeting shall  constitute a waiver of notice of such meetings,  except where
the persons attend for the express  purpose of objecting that the meeting is not
lawfully convened.

      4.03  Telephone  Meetings.  Subject  to  the  requirements  of  the  Texas
Business  Corporation  Act, as amended,  or these bylaws for notice of meetings,
the sole  shareholder,  members  of the board or  directors,  or  members of any
committee  designated by such board of directors may  participate  in and hold a
meeting of the sole shareholder,  board of directors, or committee by means of a
conference telephone,  electronic or other communications facility (including by
video conference) by means of which all persons participating in the meeting can
hear each other.  Participation in a meeting pursuant to this Section 4.03 shall
constitute   presence  in  person  at  such  meeting,   except  where  a  person
participates  in the  meeting  for  the  express  purpose  of  objecting  to the
transaction  of any  business  on the ground  that the  meeting is not  lawfully
called or convened.

                                    ARTICLE V
                                    OFFICERS

      5.01  Qualifications. The officers of the bank need not be shareholders of
the bank or residents of the State of Texas. The board of directors shall, on an
annual  basis,  elect a chairman  of the board,  president  (who shall also be a
member of the board of directors),  vice president (one or more), secretary, and
cashier;  and  designate  the chairman of the board or the president to serve as
the chief  executive  officer of the bank.  Such other  officers  and  assistant
officers as the board of directors may deem

                                        4

<PAGE>

desirable  shall  be  appointed  and  removed  in such  other  manner  as may be
prescribed  by the board.  Any two (2) or more  offices  may be held by the same
person.

      5.02  Compensation  of Officers.  The salaries of all officers of the bank
shall be fixed by the board of directors.  The board of directors shall have the
power to enter into contracts for the employment and compensation of officers on
such  terms as the board of  directors  deems  advisable.  No  officer  shall be
disqualified from receiving a salary or other compensation by reason of the fact
that he is also a director of the bank.

      5.03  Term and Vacancies. The officers of the bank shall hold office until
their  successors are elected or appointed and qualified,  or until their death,
resignation,  or removal from office. Any vacancy occurring in any office of the
bank by death, resignation, removal, or otherwise, may be filled by the board of
directors.

      5.04 Removal of Officers. Any officer elected or appointed by the board of
directors may be removed at any time by the board of directors, but such removal
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.  Election or  appointment of an officer or employee shall not of itself
create  contract  rights.  Any officer  may be  removed,  either with or without
cause, by the board of directors,  at any regular or special meeting, or, except
in the case of an officer chosen by the board of directors,  by any officer upon
whom such power of removal may be conferred by the board of directors.

      5.05  Resignation  of  Officers.  Any  officer  may  resign at any time by
giving  written notice to the board of directors,  or to the  president,  or the
secretary of the bank. Any such resignation shall take effect at the date of the
receipt of such notice or at any later specified  time;  and,  unless  otherwise
specified,  the acceptance of such resignation shall not be necessary to make it
effective.

      5.06  General  Authority of Officers.  The board of  directors,  except as
otherwise  provided in these bylaws, may authorize any officer to enter into any
contract or execute and deliver any  instrument  in the name of and on behalf of
the bank, and such  authority may be general or confined to specific  instances.
Unless so  authorized,  no officer,  agent or  employee  shall have any power or
authority to bind the bank by any contract or engagement or to pledge its credit
or to render it liable pecuniarily for any purpose or in any amount.

      5.07  Duties of the Chairman of the Board. The chairman of the board shall
be elected by the board of directors and shall be deemed an executive officer of
the bank.  The  chairman  of the board shall call and preside at meetings of the
board of directors and its committees and meetings of the sole shareholder.  The
chairman of the board shall have general  oversight  authority over the bank and
shall  possess and exercise  such other  authority  and powers and shall perform
such  other  duties  as may be  determined  by  these  bylaws  or the  board  of
directors. Except as otherwise provided by resolution of the board of directors,
the chairman of the board shall be the ex-officio  chairman of all committees of
the board. The chairman of the board may not be appointed for a period exceeding
the period for which he has been elected as a director.

      5.08  Duties of the Vice  Chairman of the Board.  The vice chairman of the
board  shall be  elected  by the  board of  directors  and  shall be  deemed  an
executive  officer of the bank.  The vice  chairman of the board has  concurrent
authority to call  meetings of the board of  directors  and its  committees  and
meetings of the sole  shareholder,  and presides at such meetings in the absence
of or as delegated by the  chairman.  The vice  chairman of the board shall have
general  oversight  authority  over the bank and shall possess and exercise such
other  authority  and  powers  and shall  perform  such  other  duties as may be
determined  by these  bylaws or the  board of  directors.  Except  as  otherwise
provided by resolution of the board of directors, the vice chairman of the board
shall be the ex-officio vice chairman of all committees

                                        5

<PAGE>

of the board.  The vice  chairman of the board may not be appointed for a period
exceeding the period for which he has been elected as a director.

      5.09  Duties of Chief Executive Officer. The chief executive officer shall
have,  under the control of the board of  directors  and the  chairman,  general
supervision  and  direction of the  business and affairs of the bank.  The chief
executive  officer  shall  possess and exercise  such  authority  and powers and
perform such other duties as may be  determined  by these  bylaws,  the board of
directors or the chairman of the board.  The board of directors  shall designate
either the chairman or the president of the bank to also be the chief  executive
officer of the bank. Unless the chairman shall also serve as the chief executive
officer, the chief executive officer shall report to the chairman of the bank.

      5.10  Duties of President.  The president shall have the day to day active
management  and control of the business  and affairs of the bank,  and shall see
that all orders and  resolutions  of the board of  directors  are  carried  into
effect.  The  president  shall  be the  principal  executive  officer  primarily
responsible  for the  execution of board  policies and  operation of the bank as
required by Section  33.106 of the Texas Finance Code and shall be an ex-officio
member of all  committees.  In the absence or  disability of the chairman of the
board,  the  president  shall  call  and  preside  at all  meetings  of the sole
shareholder  and at all meetings of the board of directors  and its  committees.
The president  shall appoint,  discharge and fix the  compensation of agents and
employees  other than those  appointed by the board of directors.  The president
shall  perform such other duties as may be  prescribed  from time to time by the
board of directors.  In the absence of the chief executive  officer of the bank,
the president shall have the authority and power to take any and all action that
may be taken by the chief  executive  officer  under these bylaws or  applicable
laws or regulations.

      5.11  Duties  of Vice  Presidents.  The vice  presidents,  in the order of
their seniority unless otherwise determined by the board of directors, shall, in
the  absence or  disability  of the  president,  perform the duties and have the
authority  and exercise  the powers of the  president.  They shall  perform such
other duties and have such other  authority and powers as the board of directors
may from  time to time  prescribe,  or as the  president  may from  time to time
delegate.

      5.12  Duties of Secretary.  The secretary shall attend all meetings of the
board  of  directors  and  of the  sole  shareholder  and  record  all  business
transacted  at such  meetings in a minute  book to be kept for that  purpose and
shall  perform  like  duties for the  standing  committees  when  required.  The
secretary  shall give, or cause to be given,  notice of all meetings of the sole
shareholder  and special  meetings of the board of directors,  and shall perform
such  other  duties  as may be  prescribed  by the  board  of  directors  or the
president.  The  secretary  shall take and keep  custody of the seal of the bank
and,  when  authorized  by the board of  directors,  shall affix the same to any
instrument requiring it.

      5.13  Duties of Assistant Secretaries.  The assistant secretaries,  in the
order of their seniority unless  otherwise  determined by the board of directors
shall,  in the absence or  disability of the  secretary,  perform the duties and
have the authority and exercise the powers of the secretary.  They shall perform
such other duties and have such other powers as the board of directors  may from
time to time  prescribe or as the  president or secretary  may from time to time
delegate.

      5.14  Duties of  Cashier.  The  cashier  shall have  custody of the bank's
funds and  securities,  shall keep full and  accurate  accounts  and  records of
receipts,  disbursements and other  transactions in books belonging to the bank,
and shall  deposit all funds and other  valuable  effects in the name and to the
credit of the bank in such  depositories  as may be  designated  by the board of
directors. The cashier shall disburse funds of the bank as may be ordered by the
board of directors,  taking proper  vouchers for such  disbursements,  and shall
render to the  president  and the board of  directors  at the  regular  meetings
thereof or whenever the board of directors may require, an account of all of the
cashier's  transactions  as cashier and of the financial  condition of the bank.
The cashier shall perform such other duties as usually

                                        6

<PAGE>

performed by cashiers of banks and shall have such other duties and authority as
the board of directors  may from time to time  prescribe or as the president may
from time to time delegate. The cashier shall be the officer responsible for the
maintenance  and storage of all corporate  books and records of the bank and for
required  attestation  of signatures as required by Section  33.106 of the Texas
Finance Code.

      5.15  Duties of Assistant Cashiers.  The assistant cashiers,  in the order
of their seniority unless otherwise  determined by the board of directors shall,
in the absence or  disability  of the  cashier,  perform the duties and have the
authority and exercise the powers of the cashier.  They shall perform such other
duties and have such  other  powers as the board of  directors  may from time to
time prescribe or as the president or cashier may from time to time delegate.

      5.16  Execution of Instruments. All documents,  instruments or writings of
any nature shall be signed,  executed,  verified,  acknowledged  or delivered by
such officer and officers or such agent or agents of the bank and in such manner
as the board of directors may from time to time determine.

      5.17  Bonds of Officers and  Employees.  All officers and employees of the
bank, who are active in the discharge of their duties, or who draw salaries, and
whose  duties  permit or require  the  handling of any of the funds of the bank,
shall,  before  entering  upon the  discharge  of their  duties,  give  good and
sufficient  bonds  in such  sum or sums as may be  determined  by the  board  of
directors,  or as may be required by the Texas Banking Commissioner.  Such bonds
shall be made by some surety  company  authorized to do business in the State of
Texas and shall be kept in the custody of some person  other than the officer or
employee bonded.

                                   ARTICLE VI
                        CERTIFICATES AND SHARE OWNERSHIP

      6.01  Form of Certificates.  Certificates shall be delivered  representing
all  shares  of stock in the bank to which  the sole  shareholder  is  entitled.
Certificates  for  shares of stock of the bank shall be in such form as shall be
required  by law and as shall be  approved  by the  board  of  directors.  Every
certificate for shares issued by the bank must be signed (such signatures may be
facsimiles) by the chairman, the president or a vice president and the secretary
or an assistant  secretary.  Such certificates shall bear a legend or legends in
the form and  containing the  restrictions  required to be stated thereon by the
Texas  Business  Corporation  Act,  other  provisions  of law,  the  articles of
association or these bylaws.  Certificates  shall be consecutively  numbered and
shall be recorded in the books of the bank as they are issued.  Each certificate
shall  state on the face  thereof  the  holder's  name,  the number and class of
shares,  the par value of such shares, and such other matters as may be required
by law, the articles of association or these bylaws.

      6.02  Lost  Certificates.   The  board  of  directors  may  direct  a  new
certificate or certificates to be issued in place of any certificate  previously
issued by the bank alleged to have been lost or destroyed, upon the making of an
affidavit  of that fact by the person  claiming the loss or  destruction.  In so
doing, the board of directors may in its discretion and as a condition precedent
to the  issuance  of a new  certificate  (a)  require  the  owner of the lost or
destroyed  certificate  or such owner's legal  representative,  to advertise the
same in such manner as it shall require and/or (b) to give the bank a bond (with
a surety or sureties  satisfactory to the bank) in such sum as it may direct, as
indemnity  against any claim,  or expense  resulting  from any claim that may be
made against the bank with respect to the certificate  alleged to have been lost
or destroyed.

      6.03  Transfer of Shares.  Shares of stock shall be  transferable  only on
the books of the bank by the holder  thereof in person or by such  holder's duly
authorized  attorney.  Upon  surrender  to the bank or its  transfer  agent of a
certificate  representing  shares  properly  endorsed or  accompanied  by proper
evidence of  succession,  assignment  or authority to transfer,  the bank or its
transfer agent shall issue a new

                                        7

<PAGE>

certificate  to the person  entitled  thereto,  cancel the old  certificate  and
record the transaction upon its books.

      6.04  Record Ownership Conclusive. The bank shall be entitled to treat the
holder of  record  of any share or shares of stock in the bank as the  holder in
fact thereof and, accordingly,  shall not be bound to recognize any equitable or
other  claim to or  interest  in such  share or  shares on the part of any other
person,  whether  or not it has  express  or other  notice  thereof,  except  as
otherwise  provided by law or by any stock purchase and redemption  agreement to
which the stock may be subject,  if such agreement has been formally executed or
accepted by the bank.

      6.05  Closing  Transfer Books. The board of directors shall have the power
to close the stock transfer  books of the bank for a period not exceeding  sixty
(60) days preceding the date of any meeting of the sole  shareholder or the date
for payment of any distribution by the bank (other than a distribution involving
a  purchase  or  redemption  by the  bank of any of its own  shares)  or a share
dividend or the date for the  allotment of rights or the date when any change or
conversion or exchange of capital stock shall go into effect. In lieu of closing
the stock transfer books,  the board of directors may fix in advance a date, not
exceeding  sixty  (60)  days  preceding  the  date of any  meeting  of the  sole
shareholder,  or the date for the payment of any distribution by the bank (other
than a distribution involving a purchase or redemption by the bank of any of its
own shares) or a share  dividend,  or the date for  allotment of rights,  or the
date when any change or  conversion  or exchange of capital  stock shall go into
effect, as a record date for the determination of the sole shareholder  entitled
to notice of and to vote at any such meeting,  or entitled to receive payment of
any such distribution or share dividend,  or any such allotment of rights, or to
exercise  the rights in respect to any such change,  conversion,  or exchange of
capital stock,  and in such case only the sole shareholder of record on the date
so fixed shall be entitled to such notice of and to vote at such meeting,  or to
receive payment of such distribution or share dividend,  or allotment of rights,
or exercise such rights, as the case may be, and notwithstanding any transfer of
any stock on the books of the bank  after any such  record  date fixed as herein
provided.

                                   ARTICLE VII
                                OTHER PROVISIONS

      7.01  Distributions. The board of directors may authorize the bank, at any
regular  or special  meeting  of the  directors,  to make  distributions  and to
declare share dividends subject to the provisions of the articles of association
and the laws of the State of Texas. Such distribution may be in the form of cash
or, in the case of share dividends, in shares of the bank. The authorization for
distributions  and share  dividends  shall be at the  discretion of the board of
directors.

      7.02  Reserves. Before payment of any distribution, the board of directors
shall create and set aside funds and reserves as required by  applicable  law or
as the directors from time to time and in their absolute discretion think proper
to  provide  for  contingencies  or to  equalize  distributions  or to repair or
maintain  any  property  of the  bank,  or for  any  other  purpose  they  think
beneficial  to the bank.  Subject to the  requirements  of  applicable  law, the
directors  may modify or abolish any such reserve or fund in the manner in which
it was created.

      7.03  Records.  The bank shall keep correct and complete books and records
of account and shall keep minutes of the proceedings of the sole shareholder and
board of directors,  and shall keep at its registered  office or principal place
of business or at the office of its transfer  agent or  registrar a  shareholder
roll, which shall give the name and address of and number of shares held by each
shareholder.

      7.04  Fiscal  Year.  The fiscal year of the bank shall,  unless  otherwise
fixed by resolution of the board of directors, be the calendar year.

                                        8

<PAGE>

      7.05  Seal.  The bank's seal shall be in such form as may be prescribed by
the  board  of  directors.  The seal may be used by  causing  it or a  facsimile
thereof to be  impressed or affixed or in any manner  reproduced.  The seal need
not be affixed to any document signed on behalf of the bank unless  specifically
required by resolution of the board of directors.

      7.06  Insurance.

            A.    The  bank  may  purchase  and  maintain   insurance  or  other
arrangement on behalf of any person who is or was a director,  officer, employee
or agent of the bank or who is or was  serving  at the  request of the bank as a
director, officer, partner, venturer,  proprietor,  trustee, employee, agent, or
similar  functionary  of another  foreign or domestic bank,  partnership,  joint
venture, sole proprietorship, trust, other enterprise, or employee benefit plan,
against  any  liability  asserted  against  him  and  incurred  by him in such a
capacity or arising out of his status as such a person,  whether or not the bank
would have the power to indemnify him against that liability  under the articles
of association or these bylaws.  If the insurance or other arrangement is with a
person or entity that is not  regularly  engaged in the  business  of  providing
insurance  coverage,  the insurance or arrangement  may provide for payment of a
liability  with  respect to which the bank would not have the power to indemnify
the person only if including  coverage  for the  additional  liability  has been
approved by the shareholders of the bank. Without limiting the power of the bank
to procure or maintain any kind of insurance or other arrangement, the bank may,
for the benefit of persons indemnified by the bank:

                  (1)   create a trust fund;

                  (2)   establish any form of self-insurance; or

                  (3)   establish  a  letter  of  credit,  guaranty,  or  surety
                        arrangement.

      The  insurance  or  other  arrangement  may be  procured,  maintained,  or
established  within the bank or with any other  insurer or other  person  deemed
appropriate  by the board of directors  regardless of whether all or part of the
stock or other  securities  of the insurer or other person are owned in whole or
part by the  bank.  In the  absence  of  fraud,  the  judgment  of the  board of
directors as to the terms and  conditions of the insurance or other  arrangement
and the identify of the insurer or other person  participating in an arrangement
shall be conclusive and the insurance or  arrangement  shall not be voidable and
shall not subject the  directors  approving  the  insurance  or  arrangement  to
liability,  on any ground,  regardless of whether directors participating in the
approval are beneficiaries of the insurance or arrangement.

      7.07  Transactions  Between  the  Bank  and  an  Officer,   Director,   or
Shareholder.  No contract or other  transaction  between the bank and any of its
directors,  officers or any bank or other  organization in which any of them are
directly or indirectly interested, shall be void or voidable solely by reason of
the interest or relationship of such director or officer if:

                  (1)   the material  facts of the  relationship  or interest of
each such director, officer or security holder are known or disclosed:

                        (a)   to the  board  of  directors  and it  nevertheless
authorizes  or  ratifies  the  contract  or  transaction  by a  majority  of the
directors  present,  each such interested  director to be counted in determining
whether a quorum is present but not in  calculating  the  majority  necessary to
carry the vote; or

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<PAGE>

                        (b)   to  the  sole   shareholder  and  it  nevertheless
authorizes or ratifies the contract or  transaction  by a majority of the shares
present,  each such  interested  person to be  counted  for  quorum  and  voting
purposes; or

                  (2)   the  contract or  transaction  is fair to the bank as of
the time it is  authorized  or ratified by the board of  directors,  or the sole
shareholder.

                                  ARTICLE VIII
                           AMENDMENT AND CONSTRUCTION

      8.01  Amendment.  The board of  directors  shall  have the power to alter,
amend,  or repeal these bylaws or adopt new bylaws,  subject to the right of the
sole  shareholder  to rescind  any board  action  with regard to the bylaws at a
regular  meeting  of the sole  shareholder  or at a special  meeting of the sole
shareholder called for such purpose.

      8.02  Severability.  If any  portion of these  bylaws  shall be invalid or
inoperative,  then, so far as is reasonable, the remainder of these bylaws shall
be considered valid.

                                       10

<PAGE>

                                    Exhibit 6

                                     CONSENT

      In accordance  with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned,  HERRING BANK hereby  consents that reports of  examination  of the
undersigned  by  Federal,  State,  Territorial  or District  authorities  may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.

Dated: __________ __, 2008

                                        HERRING BANK

                                        By:
                                           ---------------------------
                                           Catana Gray
                                           Vice-President

                            [Consent Signature Page]

<PAGE>

                                    Exhibit 7

                                  Herring Bank

                        Statement of Financial Condition

                                                                             ---
                                                                 Schedule RI  4
                                                                             ---

Consolidated Report of Income
for the period January 1, 2008 - June 30, 2008

All Report of Income schedules are to be reported on a calendar year-to-date
basis in thousands of dollars.

Schedule RI - Income Statement

<TABLE>
<CAPTION>
                                                                                            -----------------------
                                                              Dollar Amounts in Thousands              Bil Mil Thou
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>              <C>      <C>
1. Interest income:
   a. Interest and fee income on loans:
      (1) Loans secured by real estate:
                                                                                            -----------------------
          (a) Loans secured by 1-4 family residential properties ........................   RIAD4435            943   1.a.(1)(a)
                                                                                            -----------------------
          (b) All other loans secured by real estate ....................................   RIAD4436          3,809   1.a.(1)(b)
                                                                                            -----------------------
      (2) Commercial and industrial loans ...............................................   RIAD4012          2,287   1.a.(2)
                                                                                            -----------------------
      (3) Loans to individuals for household, family, and other personal expenditures:
                                                                                            -----------------------
          (a) Credit cards ..............................................................   RIADB485             41   1.a.(3)(a)
                                                                                            -----------------------

          (b) Other (includes single payment, installment, all student loans, and           -----------------------
              revolving credit plans other than credit cards) ...........................   RIADB486            926   1.a.(3)(b)
                                                                                            -----------------------
      (4) Loans to foreign governments and official institutions ........................   RIAD4056              0   1.a.(4)
                                                                                            -----------------------
      (5) All other loans (1) ...........................................................   RIAD4058            896   1.a.(5)
                                                                                            -----------------------
      (6) Total interest and fee income on loans (sum of items 1.a.(1)(a) through
          1.a.(5)) ......................................................................   RIAD4010          8,902   1.a.(6)
                                                                                            -----------------------
   b. Income from lease financing receivables ...........................................   RIAD4065            383   1.b.
                                                                                            -----------------------
   c. Interest income on balances due from depository institutions(2) ...................   RIAD4115              0   1.c.
                                                                                            -----------------------
   d. Interest and dividend income on securities:

      (1) U.S. Treasury securities and U.S. Government agency obligations (excluding        -----------------------
          mortgage-backed securities) ...................................................   RIADB488            320   1.d.(1)
                                                                                            -----------------------
      (2) Mortgage-backed securities ....................................................   RIADB489            518   1.d.(2)
                                                                                            -----------------------
      (3) All other securities (includes securities issued by states and political
          subdivisions in the U.S.) .....................................................   RIAD4060            230   1.d.(3)
                                                                                            -----------------------
   e. Interest income from trading assets ...............................................   RIAD4069              0   1.e.
                                                                                            -----------------------
   f. Interest income on federal funds sold and securities purchased under agreements
      to resell .........................................................................   RIAD4020            242   1.f.
                                                                                            -----------------------
   g. Other interest income .............................................................   RIAD4518             97   1.g.
                                                                                            -----------------------
   h. Total interest income (sum of items 1.a.(6) through 1.g) ..........................   RIAD4107         10,692   1.h.

2. Interest expense:                                                                        -----------------------
   a. Interest on deposits:

      (1) Transaction accounts (NOW accounts, ATS accounts, and telephone and               -----------------------
          preauthorized transfer accounts) ..............................................   RIAD4508            145   2.a.(1)
                                                                                            -----------------------
      (2) Nontransaction accounts:
                                                                                            -----------------------
          (a) Savings deposits (includes MMDAs) .........................................   RIAD0093            625   2.a.(2)(a)
                                                                                            -----------------------
          (b) Time deposits of $100,000 or more .........................................   RIADA517          1,219   2.a.(2)(b)
                                                                                            -----------------------
          (c) Time deposits of less than $100,000 .......................................   RIADA518          2,135   2.a.(2)(c)
                                                                                            -----------------------
   b. Expense of federal funds purchased and securities sold under agreements to
      repurchase ........................................................................   RIAD4180              0   2.b.
                                                                                            -----------------------
   c. Interest on trading liabilities and other borrowed money ..........................   RIAD4185             37   2.c.
                                                                                            -----------------------
</TABLE>

----------
(1) Includes interest and fee income on "Loans to depository institutions and
acceptances of other banks," "Loans to finance agricultural production and other
loans to farmers," "Obligations (other than securities and leases) of states and
political subdivisions in the U.S.," and "Other loans."

(2) Includes interest income on time certificates of deposit not held for
trading.

<PAGE>

                                                                             ---
                                                                 Schedule RI  5
                                                                             ---

Schedule RI - Continued

<TABLE>
<CAPTION>
                                                                                            -----------------------
                                                              Dollar Amounts in Thousands              Bil Mil Thou
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>               <C>     <C>
   d. Interest on subordinated notes and debentures .....................................   RIAD4200              0   2.d.
                                                                                            -----------------------
   e. Total interest expense (sum of items 2.a through 2.d) .............................   RIAD4073          4,161   2.e.
                                                                                            -----------------------
3. Net interest income (item 1.h minus 2.e) .............................................   RIAD4074          6,531   3.
                                                                                            -----------------------
4. Provision for loan and lease losses ..................................................   RIAD4230            191   4.
                                                                                            -----------------------
5. Noninterest income:
                                                                                            -----------------------
   a. Income from fiduciary activities (1) ..............................................   RIAD4070            883   5.a.
                                                                                            -----------------------
   b. Service charges on deposit accounts ...............................................   RIAD4080          1,042   5.b.
                                                                                            -----------------------
   c. Trading revenue (2) ...............................................................   RIADA220              0   5.c.
                                                                                            -----------------------
   d.
                                                                                            -----------------------
      (1) Fees and commissions from securities brokerage ................................   RIADC886              0   5.d.(1)
                                                                                            -----------------------
      (2) Investment banking, advisory, and underwriting fees and commissions ...........   RIADC888              0   5.d.(2)
                                                                                            -----------------------
      (3) Fees and commissions from annuity sales .......................................   RIADC887              0   5.d.(3)
                                                                                            -----------------------
      (4) Underwriting income from insurance and reinsurance activities .................   RIADC386              0   5.d.(4)
                                                                                            -----------------------
      (5) Income from other insurance activities ........................................   RIADC387             17   5.d.(5)
                                                                                            -----------------------
   e. Venture capital revenue ...........................................................   RIADB491              0   5.e.
                                                                                            -----------------------
   f. Net servicing fees ................................................................   RIADB492              0   5.f.
                                                                                            -----------------------
   g. Net securitization income .........................................................   RIADB493              0   5.g.
                                                                                            -----------------------
   h. Not applicable
                                                                                            -----------------------
   i. Net gains (losses) on sales of loans and leases ...................................   RIAD5416            230   5.i.
                                                                                            -----------------------
   j. Net gains (losses) on sales of other real estate owned ............................   RIAD5415              0   5.j.
                                                                                            -----------------------
   k. Net gains (losses) on sales of other assets (excluding securities) ................   RIADB496             68   5.k.
                                                                                            -----------------------
   l. Other noninterest income (*) ......................................................   RIADB497            618   5.l.
                                                                                            -----------------------
   m. Total noninterest income (sum of items 5.a. through 5.l) ..........................   RIAD4079          2,858   5.m.
                                                                                            -----------------------
6.
                                                                                            -----------------------
   a. Realized gains (losses) on held-to-maturity securities ............................   RIAD3521              0   6.a.
                                                                                            -----------------------
   b. Realized gains (losses) on available-for-sale securities ..........................   RIAD3196              0   6.b.
                                                                                            -----------------------
7. Noninterest expense:
                                                                                            -----------------------
   a. Salaries and employee benefits ....................................................   RIAD4135          3,140   7.a.
                                                                                            -----------------------

   b. Expenses of premises and fixed assets (net of rental income) (excluding               -----------------------
      salaries and employee benefits and mortgage interest) .............................   RIAD4217            933   7.b.
                                                                                            -----------------------
   c.
                                                                                            -----------------------
      (1) Goodwill impairment losses ....................................................   RIADC216              0   7.c.(1)
                                                                                            -----------------------
      (2) Amortization expense and impairment losses for other intangible assets ........   RIADC232             12   7.c.(2)
                                                                                            -----------------------
   d. Other noninterest expense (*) .....................................................   RIAD4092          2,788   7.d.
                                                                                            -----------------------
   e. Total noninterest expense (sum of items 7.a. through 7.d) .........................   RIAD4093          6,873   7.e.
                                                                                            -----------------------

8. Income (loss) before income taxes and extraordinary items and other adjustments          -----------------------
   (item 3 plus or minus items 4, 5.m, 6.a, 6.b, and 7.e.) ..............................   RIAD4301          2,325   8.
                                                                                            -----------------------
9. Applicable income taxes (on item 8) ..................................................   RIAD4302              0   9.
                                                                                            -----------------------
10. Income (loss) before extraordinary items and other adjustments (item 8 minus
    item 9) .............................................................................   RIAD4300          2,325   10.
                                                                                            -----------------------
11. Extraordinary items and other adjustments, net of income taxes (*) ..................   RIAD4320              0   11.
                                                                                            -----------------------
12. Net income (loss) (sum of items 10 and 11) ..........................................   RIAD4340          2,325   12.
                                                                                            -----------------------
</TABLE>

----------
(1) For banks required to complete Schedule RC-T, items 12 through 19, income
from fiduciary activities reported in Schedule RI, item 5.a. must equal the
amount reported in Schedule RC-T, item 19.

(2) For banks required to complete Schedule RI, Memorandum item 8, trading
revenue reported in Schedule RI, item 5.c. must equal the sum of Memorandum
items 8.a through 8.e.

(*) Describe on Schedule RI-E - Explanations

<PAGE>

                                                                             ---
                                                                 Schedule RI  6
                                                                             ---

Schedule RI - Continued

Memoranda

<TABLE>
<CAPTION>
                                                                                            -----------------------
                                                              Dollar Amounts in Thousands              Bil Mil Thou
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>                 <C>   <C>
1. Interest expense incurred to carry tax-exempt securities, loans, and leases
   acquired after August 7, 1986, that is not deductible for federal income tax             -----------------------
   purposes .............................................................................   RIAD4513             26   M.1.
                                                                                            -----------------------

2. Income from the sale and servicing of mutual funds and annuities (included in            -----------------------
   Schedule RI, item 8) .................................................................   RIAD8431              0   M.2.
                                                                                            -----------------------

3. Income on tax-exempt loans and leases to states and political subdivisions in the        -----------------------
   U.S. (included in Schedule RI, items 1.a and 1.b) ....................................   RIAD4313             64   M.3.
                                                                                            -----------------------

4. Income on tax-exempt securities issued by states and political subdivisions in the       -----------------------
   U.S. (included in Schedule RI, item 1.d.(3)) .........................................   RIAD4507            198   M.4.
                                                                                            -----------------------

5. Number of full-time equivalent employees at end of current period (round to              -----------------------
   nearest whole number) ................................................................   RIAD4150            137   M.5.
                                                                                            -----------------------
6. Memorandum item 6 is to be completed by:

   o banks with $300 million or more in total assets, and

   o banks with less than $300 million in total assets that have loans to finance
     agricultural production and other loans to farmers (Schedule RC-C, part I, item
     3) exceeding five percent of total loans. Interest and fee income on loans to
     finance agricultural production and other loans to farmers (included in                -----------------------
     Schedule RI, item 1.a.(5)) (1) .....................................................   RIAD4024            816   M.6.
                                                                                            -----------------------

7. If the reporting bank has restated its balance sheet as a result of applying push        -----------------------
   down accounting this calendar year, report the date of the bank's acquisition (2) ....   RIAD9106                  M.7.
                                                                                            -----------------------
8. Trading revenue (from cash instruments and derivative instruments) (sum of
   Memorandum items 8.a through 8.e must equal Schedule RI, item 5.c) (To be completed
   by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million
   or more for any quarter of the preceding calendar year.):
                                                                                            -----------------------
   a. Interest rate exposures ...........................................................   RIAD8757            N/A   M.8.a.
                                                                                            -----------------------
   b. Foreign exchange exposures ........................................................   RIAD8758            N/A   M.8.b.
                                                                                            -----------------------
   c. Equity security and index exposures ...............................................   RIAD8759            N/A   M.8.c.
                                                                                            -----------------------
   d. Commodity and other exposures .....................................................   RIAD8760            N/A   M.8.d.
                                                                                            -----------------------
   e. Credit exposures ..................................................................   RIADF186            N/A   M.8.e.
                                                                                            -----------------------
9. Net gains (losses) recognized in earnings on credit derivatives that economically
   hedge credit exposures held outside the trading account:
                                                                                            -----------------------
   a. Net gains (losses) on credit derivatives held for trading .........................   RIADC889              0   M.9.a.
                                                                                            -----------------------
   b. Net gains (losses) on credit derivatives held for purposes other than trading .....   RIADC890              0   M.9.b.
                                                                                            -----------------------

10. To be completed by banks with $300 million or more in total assets: (1)                 -----------------------
    Credit losses on derivatives (see instructions) .....................................   RIADA251              0   M.10.
                                                                                            -----------------------

<CAPTION>
                                                                                            -----------------------
                                                                                                             Yes/No
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>                 <C>   <C>
11. Does the reporting bank have a Subchapter S election in effect for federal
    income tax purposes for the current tax year? .......................................   RIADA530            YES   M.11.

<CAPTION>
                                                                                            -----------------------
                                                              Dollar Amounts in Thousands              Bil Mil Thou
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>                 <C>   <C>
    Memorandum item 12 is to be completed by banks that are required to complete
    Schedule RC-C, part I, Memorandum items 8.b and 8.c

12. Noncash income from negative amortization on closed-end loans secured by 1-4            -----------------------
    family residential properties (included in Schedule RI, item 1.a.(1)(a)) ............   RIADF228            N/A   M.12.
                                                                                            -----------------------
</TABLE>

----------
(1) The asset size tests and the five percent of total loans test are generally
based on the total assets and total loans reported on the June 30, 2007, Report
of Condition.

(2) For example, a bank acquired on March 1, 2008, would report 20080301.

<PAGE>

                                                                             ---
                                                                 Schedule RI  7
                                                                             ---

Schedule RI - Continued

Memoranda (continued)

<TABLE>
<CAPTION>
                                                                                            -----------------------
                                                              Dollar Amounts in Thousands              Bil Mil Thou
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>                 <C>   <C>
    Memorandum item 13 is to be completed by banks that have elected to account for
    assets and liabilities under a fair value option.

13. Net gains (losses) recognized in earnings on assets and liabilities that are
    reported at fair value under a fair value option:
                                                                                            -----------------------
    a. Net gains (losses) on assets .....................................................   RIADF551            N/A   M.13.a.
                                                                                            -----------------------

       (1) Estimated net gains (losses) on loans attributable to changes in                 -----------------------
           instrument-specific credit risk ..............................................   RIADF552            N/A   M.13.a.(1)
                                                                                            -----------------------
    b. Net gains (losses) on liabilities ................................................   RIADF553            N/A   M.13.b.
                                                                                            -----------------------

       (1) Estimated net gains (losses) on liabilities attributable to changes in           -----------------------
           instrument-specific credit risk ..............................................   RIADF554            N/A   M.13.b.(1)
                                                                                            -----------------------
</TABLE>

<PAGE>

                                                                             ---
                                                                 Schedule RC  14
                                                                             ---

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 2008

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC - Balance Sheet

<TABLE>
<CAPTION>
                                                                                            -----------------------
                                                              Dollar Amounts in Thousands              Bil Mil Thou
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>             <C>       <C>
   ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
                                                                                            -----------------------
   a. Noninterest-bearing balances and currency and coin (1) ............................   RCON0081         14,290   1.a.
                                                                                            -----------------------
   b. Interest-bearing balances (2) .....................................................   RCON0071              0   1.b.
                                                                                            -----------------------
2. Securities:
                                                                                            -----------------------
   a. Held-to-maturity securities (from Schedule RC-B, column A) ........................   RCON1754              0   2.a.
                                                                                            -----------------------
   b. Available-for-sale securities (from Schedule RC-B, column D) ......................   RCON1773         41,702   2.b.
                                                                                            -----------------------
3. Federal funds sold and securities purchased under agreements to resell:
                                                                                            -----------------------
   a. Federal funds sold ................................................................   RCONB987         14,500   3.a.
                                                                                            -----------------------
   b. Securities purchased under agreements to resell (3) ...............................   RCONB989              0   3.b.
                                                                                            -----------------------
4. Loans and lease financing receivables (from Schedule RC-C):
                                                                                            -----------------------
   a. Loans and leases held for sale ....................................................   RCON5369              0   4.a.
                                                                                            -----------------------
   b. Loans and leases, net of unearned income ..........................................   RCONB528        251,483   4.b.
                                                                                            -----------------------
   c. LESS: Allowance for loan and lease losses .........................................   RCON3123          3,152   4.c.
                                                                                            -----------------------
   d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) .......   RCONB529        248,331   4.d.
                                                                                            -----------------------
5. Trading assets (from Schedule RC-D) ..................................................   RCON3545              0   5.
                                                                                            -----------------------
6. Premises and fixed assets (including capitalized leases) .............................   RCON2145          4,071   6.
                                                                                            -----------------------
7. Other real estate owned (from Schedule RC-M) .........................................   RCON2150          1,872   7.
                                                                                            -----------------------
8. Investments in unconsolidated subsidiaries and associated companies (from
   Schedule RC-M) .......................................................................   RCON2130              0   8.
                                                                                            -----------------------
9. Not applicable

10. Intangible assets:
                                                                                            -----------------------
   a. Goodwill ..........................................................................   RCON3163            128   10.a.
                                                                                            -----------------------
   b. Other intangible assets (from Schedule RC-M) ......................................   RCON0426             60   10.b.
                                                                                            -----------------------
11. Other assets (from Schedule RC-F) ...................................................   RCON2160          8,291   11.
                                                                                            -----------------------
12. Total assets (sum of items 1 through 11) ............................................   RCON2170        333,245   12.
                                                                                            -----------------------
</TABLE>

----------
(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Includes all securities resale agreements, regardless of maturity.

<PAGE>

                                                                             ---
                                                                 Schedule RC  15
                                                                             ---

Schedule RC - Continued

<TABLE>
<CAPTION>
                                                                                            -----------------------
                                                             Dollar Amounts in Thousands               Bil Mil Thou
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>             <C>       <C>
    LIABILITIES
13. Deposits:
                                                                                            -----------------------
   a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) .........   RCON2200        298,707   13.a.
                                                                                            -----------------------
      (1) Noninterest-bearing (1) .......................................................   RCON6631         63,720   13.a.(1)
                                                                                            -----------------------
      (2) Interest-bearing ..............................................................   RCON6636        234,987   13.a.(2)
                                                                                            -----------------------
   b. Not applicable

14. Federal funds purchased and securities sold under agreements to repurchase:
                                                                                            -----------------------
   a. Federal funds purchased (2) .......................................................   RCONB993              0   14.a.
                                                                                            -----------------------
   b. Securities sold under agreements to repurchase (3) ................................   RCONB995              0   14.b.
                                                                                            -----------------------
15. Trading liabilities (from Schedule RC-D) ............................................   RCON3548              0   15.
                                                                                            -----------------------

16. Other borrowed money (includes mortgage indebtedness and obligations                    -----------------------
    under capitalized leases) (from Schedule RC-M) ......................................   RCON3190          1,031   16.
                                                                                            -----------------------
17. Not applicable

18. Not applicable
                                                                                            -----------------------
19. Subordinated notes and debentures (4) ...............................................   RCON3200              0   19.
                                                                                            -----------------------
20. Other liabilities (from Schedule RC-G) ..............................................   RCON2930          3,438   20.
                                                                                            -----------------------
21. Total liabilities (sum of items 13 through 20) ......................................   RCON2948        303,176   21.
                                                                                            -----------------------
22. Minority interest in consolidated subsidiaries ......................................   RCON3000              0   22.
                                                                                            -----------------------
    EQUITY CAPITAL
                                                                                            -----------------------
23. Perpetual preferred stock and related surplus .......................................   RCON3838              0   23.
                                                                                            -----------------------
24. Common stock ........................................................................   RCON3230          1,000   24.
                                                                                            -----------------------
25. Surplus (exclude all surplus related to preferred stock) ............................   RCON3839         28,200   25.
                                                                                            -----------------------
26.
                                                                                            -----------------------
   a. Retained earnings .................................................................   RCON3632          2,553   26.a.
                                                                                            -----------------------
   b. Accumulated other comprehensive income (5) ........................................   RCONB530        (1,684)   26.b.
                                                                                            -----------------------
27. Other equity capital components (6) .................................................   RCONA130              0   27.
                                                                                            -----------------------
28. Total equity capital (sum of items 23 through 27) ...................................   RCON3210         30,069   28.
                                                                                            -----------------------
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22,
    and 28) .............................................................................   RCON3300        333,245   29.
                                                                                            -----------------------
</TABLE>

Memorandum

To be reported with the March Report of Condition.

<TABLE>
<CAPTION>
                                                                                            -----------------------
                                                                                                             Number
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>             <C>       <C>
1. Indicate in the box at the right the number of the statement below that best
   describes the most comprehensive level of auditing work performed for the bank by
   independent external auditors as of any date during 2007 .............................   RCON6724            N/A   M.1.
</TABLE>

1 = Independent audit of the bank conducted in accordance with generally
    accepted auditing standards by a certified public accounting firm which
    submits a report on the bank

2 = Independent audit of the bank's parent holding company conducted in
    accordance with generally accepted auditing standards by a certified public
    accounting firm which submits a report on the consolidated holding company
    (but not on the bank separately)

3 = Attestation on bank management's assertion on the effectiveness of the
    bank's internal control over financial reporting by a certified public
    accounting firm

4 = Directors' examination of the bank conducted in accordance with generally
    accepted auditing standards by a certified public accounting firm (may be
    required by state chartering authority)

5 = Directors' examination of the bank performed by other external auditors (may
    be required by state chartering authority)

6 = Review of the bank's financial statements by external auditors

7 = Compilation of the bank's financial statements by external auditors

8 = Other audit procedures (excluding tax preparation work)

9 = No external audit work

----------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16,
"Other borrowed money."

(3) Includes all securities repurchase agreements, regardless of maturity.

(4) Includes limited-life preferred stock and related surplus.

(5) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, and minimum
pension liability adjustments.

(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.