EXHIBIT 99 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS City National Bank 1125 Highway 110 North Whitehouse, Texas 75791 Telephone No. (903) 839-6000 PROXY The undersigned hereby constitutes and appoints --------- and --------------, or either of them, proxies for the undersigned, with power of substitution, to represent the undersigned and to vote all of the shares of Common Stock of City National Bank (the "Company) which the undersigned is entitled to vote at the special meeting of shareholders of the Company to be held on ----------, 1996, and at any and all adjournments thereof. 1. Proposal to approve the Plan and Agreement of Merger among First Commercial Corporation, Tyler Bank and Trust, N.A., Tyler, Texas and City National Bank, Whitehouse, Texas dated May 9, 1996. ----- FOR ----- AGAINST ------ ABSTAIN 2. In their discretion to transact such other business as may properly come before the meeting and all adjournments thereof. THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFIC DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 SET FORTH HEREIN. ------------------------- -------------------------------- Signature NAME: PLEASE PRINT ------------------------- -------------------------------- Signature (if held jointly) NAME (if joint tenant): PLEASE PRINT Date: ----------------- Please sign exactly as name appears on the certificates representing shares to be voted by this proxy. When signing as executor, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized persons. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Security National Bank 3000 University Drive Nacogdoches, Texas 75963-2018 Telephone No. (409) 560-2265 PROXY The undersigned hereby constitutes and appoints --------- and --------------, or either of them, proxies for the undersigned, with power of substitution, to represent the undersigned and to vote all of the shares of Common Stock of Security National Bank (the "Company) which the undersigned is entitled to vote at the special meeting of shareholders of the Company to be held on ----------, 1996, and at any and all adjournments thereof. 1. Proposal to approve the Plan and Agreement of Merger among First Commercial Corporation, Stone Fort National Bank, Nacogdoches, Texas and Security National Bank, Nacogdoches, Texas dated June 28, 1996. ----- FOR ----- AGAINST ------ ABSTAIN 2. In their discretion to transact such other business as may properly come before the meeting and all adjournments thereof. THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFIC DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 SET FORTH HEREIN. ------------------------- -------------------------------- Signature NAME: PLEASE PRINT ------------------------- -------------------------------- Signature (if held jointly) NAME (if joint tenant): PLEASE PRINT Date: ----------------- Please sign exactly as name appears on the certificates representing shares to be voted by this proxy. When signing as executor, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized persons.