EXPERTS
The consolidated financial statements of Texas Regional as of December 31, 2003 and 2002, and for each of the years in the three-year period
ended December 31, 2003, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent accountants, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and
auditing. The audit report refers to a change in the method of accounting for goodwill and other intangible assets in 2002.
KPMG
LLP will also pass upon material federal income tax consequences arising in connection with the merger and related transactions, as described in the proxy statement/prospectus. It
is a condition to consummation of the merger that Texas Regional receive an opinion concerning material federal income tax consequences of the merger from KPMG LLP. The discussions included under the
heading "Material United States Federal Income Tax Consequences of the Merger" were prepared for Texas Regional by KPMG LLP, independent accountants, and have been included herein upon the authority
of said firm as experts in tax matters.