EXHIBIT 10.22

AMENDMENT NUMBER 13 TO THE
TEXAS REGIONAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN (WITH 401(K) PROVISIONS)

   Texas Regional Bancshares, Inc., a corporation organized and operating under
the laws of the State of Texas, and registered as a bank holding company under
the Bank Holding Company Act of 1956, as amended (the "Corporation"), hereby
adopts the following amendments to the Texas Regional Bancshares, Inc. Employee
Stock Ownership Plan (with 401(k) provisions) (the "Plan"), effective as of
April 1, 2000:

   WHEREAS, the Plan is a stock bonus plan and also has a cash or deferred
arrangement ("CODA") that is qualified under Internal Revenue Code section
401(k); and

   WHEREAS, the Plan currently requires that an employee complete one (1) year
of service with the Corporation and/or certain other corporations that have been
merged with or acquired by the Corporation prior to being eligible to
participate in both the stock bonus portion of the Plan and the CODA; and

   WHEREAS, the Board of Directors of the Corporation has determined that it is
in the best interest of the participants and beneficiaries of the Plan to reduce
the service requirement for eligibility to participate in the CODA from one (1)
year of service to three (3) months of service;

   NOW THEREFORE, IT IS HEREBY AGREED THAT the Texas Regional Bancshares, Inc.
Employee Stock Ownership Plan (with 401(k) provisions) (the "Plan"), is hereby
amended effective as of April 1, 2000 (the "Effective Date"), as follows:

   1. AMENDMENT RELATED TO ELIGIBILITY TO PARTICIPATE IN CODA. Section 3(a) of
the Plan is hereby amended in its entirety to state as follows:

      All Employees who are currently participating in the Texas Regional
      Bancshares, Inc. Employee Stock Ownership Plan (with 401(k) Provisions) as
      of the Effective Date shall continue to participate in the Plan. Each
      other Employee, who has attained age twenty-one (21) shall become a
      Participant in the 401(k) and 401(m) provisions of the Plan and shall be
      eligible to make Salary Reduction Contributions and receive Employer
      Discretionary Matching Contributions to the Plan on the first day of the
      calendar month following his completion of three (3) consecutive months of
      Service in which he is credited with at least 250 Hours of Service.
      Additionally, each other Employee shall become eligible to begin receiving
      Employer Discretionary Basic Contributions and Employer Discretionary
      Optional Contributions on the January 1st or July 1st, whichever the case
      may be, following his initial date of Service (the date an Employee is
      first credited with an Hour of Service), provided that the Employee has
      attained age twenty-one (21) and completed twelve (12) consecutive months
      of Service in which he is credited with at least 1000 Hours of Service
      during an eligibility computation period. For this purpose, the initial
      eligibility computation period shall be the period of twelve (12)
      consecutive months beginning on the Employee's initial date of Service and
      thereafter shall be any twelve (12) consecutive month period commencing on
      January 1st and July 1st subsequent to his initial date of Service. Each
      succeeding eligibility computation period will begin with the Plan Year
      which includes the first anniversary of an Employee's employment
      commencement date, in which case an Employee will be credited with a year
      of eligibility Service in each computation period that he completes at
      least 1000 Hours of Service.

   2. AMENDMENT RELATED TO ELIGIBILITY TO PARTICIPATE IN EMPLOYER
DISCRETIONARY MATCHING CONTRIBUTIONS. Section 3(b) of the Plan is hereby amended
in its entirety to state as follows:

      A Participant is generally entitled to share in the allocations of
      Employer Contributions and Forfeitures only for a Plan Year in which he is
      credited with at least 1,000 Hours of Service (or in the case of Employer
      Discretionary Matching Contributions, as described in Section 3(a) above)
      and in which he was an Employee (or on Approved Absence) on the
      Anniversary Date. In the event the preceding sentence causes the Plan to
      benefit fewer than 49 Employees or cause the number of Employees
      benefiting under the Plan to be less than forty percent (40%) of all

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      Employees of the Employer (if the Employer employs less than 125
      Employees), each Participant shall share in the allocations of Employer
      Contributions and Forfeitures for a Plan Year in which he did not incur a
      Break in Service. A Participant shall also share in the allocations of
      Employer Contributions for the Plan Year of his retirement, disability or
      death (as provided in Sections 11 and 12).

   3. AMENDMENT RELATED TO EMPLOYER DISCRETIONARY MATCHING CONTRIBUTIONS.
Section 4.1(a)(2) of the Plan is amended in its entirety to state as follows:

      An Employer Discretionary Matching Contribution, in an amount determined
      at the sole discretion of the Board of Directors, on behalf of each
      Participant up to a maximum of one hundred percent (100%) of the
      Participant's Salary Reduction Contributions, provided, however, that the
      maximum Employer Matching Contribution shall be based on a Participant's
      Salary Reduction Contribution of up to four percent (4%) of such
      Participant's Compensation. For this purpose, a Participant's Compensation
      for the first year of his eligibility to participate in the section 401(k)
      and 401(m) provisions of the Plan shall be the Compensation of the
      Participant from the date of his initial Salary Reduction Contributions to
      the end of the Plan Year. As provided in Section 12(a), the interests of a
      Participant in the Employer Marching Contributions allocated to his
      account will always be 100% vested.


   4. AMENDMENT RELATED TO EMPLOYEE SALARY REDUCTION CONTRIBUTIONS. Section
4.2(a), (b) and (c) of the Plan is hereby amended in its entirety to state as
follows:

   (a)   A Participant may authorize his Employer to contribute to the Trust on
         his behalf Salary Reduction Contributions. Such Salary Reduction
         Contributions shall be stated as a whole percentage, and shall not be
         less than 1%, or more than 15%, of the Participant's Compensation. The
         total amount of Salary Reduction Contributions for any Plan Year shall
         not exceed $7,000, multiplied by any cost of living adjustment factor
         prescribed by the Secretary of the Treasury under Section 415(d) of the
         Code. Any Salary Reduction Contribution in excess of the aforementioned
         limitation, plus income allocable thereto, shall be returned to the
         Participant no later than the first April 15 following the close of the
         tax year in which such contributions were made.

    (b)  Each Participant electing to have his Employer contribute Salary
         Reduction Contributions on his behalf during the Plan Year shall file a
         written notice with the Plan Administrator at least thirty (30) days
         prior to the first calendar day of the month in which he becomes
         eligible to participate in the cash or deferred arrangement (section
         401(k) arrangement) of the Plan and intends such election to take
         effect. This requirement shall be waived on adoption of the Plan and
         each Participant shall be given a reasonable time to elect Salary
         Reduction Contributions. Such written notice shall contain an election
         of the percentage of his Compensation to be contributed and
         authorization for his Employer to reduce his Compensation by such
         amount. Salary Reduction Contributions may be suspended at any time by
         giving prior written notice. After suspension, the Participant shall
         not be eligible for further Salary Reduction Contributions until the
         beginning of the next Plan Year. A Participant may change the
         percentage of his Salary Reduction Contributions only as of the January
         1st or July 1st of any Plan Year, but upon not less than thirty (30)
         days prior written notice. A Participant shall be fully vested at all
         times in the portion of his Account from Salary Reduction
         Contributions.

    (c)  For any Plan Year, the Committee shall have the right to limit or
         reduce the Salary Reduction Contributions of the Highly Compensated
         Participants in order to insure that the Maximum Contribution
         Percentage Limit under Code Section 401(k) is not exceeded.
         Furthermore, in accordance with Regulation 1.401(k)-1(f), the Employer
         may make additional Employer Discretionary Basic Contributions and/or
         Employer Discretionary Matching Contributions or may redistribute or
         recharacterize such contributions made during the Plan Year in order to
         provide that the Maximum Deferral Percentage Limit under Code Section
         401(k) is not exceeded. The Maximum Deferral Percentage Limit, under
         Code Section 401(k) is equal to the greater of Limit 1 or Limit 2:

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      LIMIT 1. The actual deferral percentage of the highly compensated
               participants may not exceed one hundred twenty-five percent
               (125%) of the actual deferral percentage of all other
               participants; or

      LIMIT 2. The Actual Deferral Percentage of the Highly Compensated
               Participants may not exceed the lesser of:

               (a) The Actual Deferral Percentage of all other Participants,
                   plus two percent (2%); or

               (b) The Actual Deferral Percentage of all other Participants,
                   multiplied by two hundred percent (200%).

      Actual Deferral Percentage with respect to any specific group of
      Participants for a Plan Year shall mean the average of the ratios
      (calculated separately for each Participant in such group) of (A) the
      amount of Salary Reduction Contributions paid into the Trust Fund on
      behalf of each Participant for the portion of such Plan Year during which
      a Participant is eligible to make Salary Reduction Contributions to (B)
      the Participant's Compensation for such Plan Year. In the case of a Highly
      Compensated Participant who is eligible to have Salary Reduction
      Contributions paid into a trust fund to his account under two or more
      plans maintained by the Employer, the Actual Deferral Percentage shall be
      determined as if all such Salary Reduction Contributions were made under a
      single arrangement.

      Recharacterized excess contributions will remain subject to the
      nonforfeitability requirements and distribution limitations that apply to
      Salary Reduction Contributions.

      The income allocable to excess contributions is equal to the sum of the
      allocable gain or loss for the Plan Year end, if the Plan so provides, the
      allocable gain or loss for the period between the end of the Plan Year and
      the date of distribution (the "Gap Period"). The determination of income
      for excess contributions will be determined under the method in Section
      6(i).

      Employer Discretionary Basic Contributions and Employer Discretionary
      Matching Contributions may be treated as Salary Reduction Contributions
      for purposes of the actual deferral percentage test of 401(k) only if such
      contributions are nonforfeitable when made and subject to the same
      distribution restrictions that apply to Salary Reduction Contributions.
      Employer Discretionary Basic Contributions and Employer Discretionary
      Matching Contributions which may be treated as Salary Reduction
      Contributions must satisfy these requirements without regard to whether
      they are actually taken into account as Salary Reduction Contributions.

      Employer Discretionary Basic Contributions and/or Employer Discretionary
      Matching Contributions may be treated as Salary Reduction Contributions
      only if the conditions described in Section 1.401(k)-1(b)(5) of the
      Regulations are satisfied.

      Excess contributions will not be recharacterized with respect to a Highly
      Compensated Participant to the extent that the recharacterized amounts, in
      combination with employee contributions actually made by the Employee,
      exceed the maximum amount of employee contributions (determined prior to
      applying Section 401(m)(2)(A) of the Code) that the Employee is permitted
      to make under the Plan in the absence of recharacterization.


IN WITNESS WHEREOF, the undersigned a duly authorized officer of Texas Regional
Bancshares, Inc., hereby certifies the adoption of this Amendment Number 13 of
the Texas Regional Bancshares, Inc. Employee Stock Ownership Plan (with 401(k)
provisions) effective as of April 1, 2000.

                                       TEXAS REGIONAL BANCSHARES, INC.



                                       By: /S/ G.E. RONEY
                                          --------------------------------------
                                       Glen E. Roney,
                                       Chairman of the Board and
                                       Chief Executive Officer

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AGREED TO AND ACCEPTED BY:




/S/ G.E. RONEY             , Trustee
---------------------------
G. E. Roney



/S/ MORRIS ATLAS           , Trustee
---------------------------
Morris Atlas



/S/ FRANK N. BOGGUS        , Trustee
---------------------------
Frank N. Boggus

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