CULLEN/FROST BANKERS, INC.

Our compensation program is administered by the Committee. The objectives of the program are to:

•Reward current performance;

•Motivate future performance;

•Enhance risk management;

•Encourage teamwork;

•Reinforce commitment to our core values;

•Remain competitive as compared to the external marketplace;

•Maintain a position of internal equity among our executive management team;

•Effectively retain our executive management team; and

•Increase shareholder value by strategically aligning executive management and shareholder interests.