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                                  EXHIBIT 4.10

                         Texas Regional Bancshares, Inc.
                        2000 Incentive Stock Option Plan
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                         TEXAS REGIONAL BANCSHARES, INC.

                        2000 INCENTIVE STOCK OPTION PLAN



         Texas Regional Bancshares, Inc., a Texas corporation (hereinafter
called the "Corporation") believes that allowing certain key employees to obtain
shares of the Class A Voting Common Stock of the Corporation through the use of
stock options hereinafter provided for will be beneficial to the initial and
continued success of the Corporation. In furtherance of the foregoing, the
Corporation hereby establishes the Texas Regional Bancshares, Inc. 2000
Incentive Stock Option Plan (the "Plan").

         1. PURPOSE. The purpose of the Plan is to secure for the Corporation
and its stockholders the benefits which flow from providing key employees of the
Corporation and its subsidiaries with the incentive inherent in common stock
ownership. It is generally recognized that stock option plans aid in retaining
competent employees and furnish a device to attract employees of exceptional
ability to the Corporation because of the opportunity offered to acquire a
proprietary interest in the business. For purposes of the Plan, a subsidiary is
any corporation in which the Corporation owns, directly or indirectly, stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock or over which the Corporation has effective operating control.
The Corporation intends that any stock option granted or exercised under this
Plan qualify as an "incentive stock option" which is given favorable income tax
treatment under Section 422 of the Internal Revenue Code of 1986, as amended
from time to time, and pertinent regulations.

            2. AMOUNT OF STOCK. The total number of shares of Class A Voting
Common Stock to be subject to options granted pursuant to the Plan shall not
exceed two hundred seventy-five thousand (275,000)* shares of the Corporation's
Class A Voting Common Stock (hereinafter referred to as the "Common Stock" or
the "Stock") each having a par value of $1.00. This total number of shares shall
be subject to appropriate increase or decrease in the event of a stock dividend
upon, or a subdivision, split-up, combination or reclassification of, the shares
purchasable under such options. In the event that options granted under this
Plan shall lapse without being exercised in whole or in part, other options may
be granted covering the shares not purchased under such lapsed options.

* After giving effect to the 10% stock dividend declared by the Texas Regional
Bancshares, Inc. Board of Directors on December 18, 2000. Any stock dividend
upon, or subdivision, split-up, combination or reclassification of, the shares
subject to this Plan made after that date shall result in an appropriate
increase or decrease of the number of shares covered by and subject to this Plan
and any option granted hereunder.
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        3. STOCK OPTION COMMITTEE. The Board of Directors shall from time to
time appoint a Stock Option Committee (hereinafter called the "Committee") to
serve under this Plan. The Committee shall consist of either:

         (i)      Three or more directors, none of whom are, on the date
                  selected for the Committee, and for one year prior thereto,
                  eligible for selection under the Plan, any other plan of the
                  Corporation or any affiliate of the Corporation to acquire
                  stock, stock options or stock appreciation rights of the
                  Corporation or any of its affiliates; or

         (ii)     The entire Board of Directors of the Corporation, so long as a
                  majority of the Board and a majority of the Directors acting
                  as members of the Committee are not, at the time of selection
                  for the Committee, and for one year prior thereto, eligible
                  for selection under the Plan, any other plan of the
                  Corporation or any affiliate of the Corporation to acquire
                  stock, stock options or stock appreciation rights of the
                  Corporation or any of its affiliates.

                  A person serving on the Committee shall not be considered as
being eligible to acquire stock, stock options, or stock appreciation rights if
such eligibility is under the terms of an employee benefit plan of the
Corporation which is open to all employees of the Corporation and the
eligibility and allocation criteria are fixed and uniform for all employees.

                  Persons serving on the Committee may receive options if such
options being granted to any such person are subject to shareholder approval and
are independent of any type of plan.

         4. ELIGIBILITY AND PARTICIPATION. Options may be granted pursuant to
the Plan to key employees of the Corporation and any parent or subsidiary of the
Corporation (hereinafter sometimes called "employee" or "employees"); provided
that no option may be granted under the Plan to an employee who, immediately
before or at the time such option is granted, owns stock possessing more than
ten percent (10%) of the total combined voting power or value of all classes of
stock of the employer corporation or of any parent or subsidiary corporation.
For the purposes of the preceding sentence: (a) the employee shall be considered
as owning the stock owned directly or indirectly by or for himself, the stock
which the employee may purchase under outstanding options, and the stock owned,
directly or indirectly, by or for his brothers and sisters (whether of the whole
or half blood), spouse, ancestors, and lineal descendants; and (b) stock owned,
directly or indirectly, by or for a corporation, partnership, estate, or trust
shall be considered as being owned proportionately by or for its shareholders,
partners, or beneficiaries.

         From time to time the Committee shall select the key employees to whom
options may be granted by the Board of Directors and shall determine the number
of shares to be covered by each option so granted. Future as well as present key
employees (including key employees who are directors) shall be eligible to
participate in the Plan. If the entire Board of Directors constitutes the
Committee, then members of the Committee that are otherwise eligible to
participate in the Plan shall be allowed to participate in the Plan, provided
that such eligible members constitute a minority of the Board of Directors, and
provided further, that any individual member of the Committee allowed to
participate will be prohibited from voting upon or in any way influencing the
other members of the Committee in designating such individual member as a
recipient of option grants or in exercising any other discretion granted to the
Committee regarding the option grants to such individual member. If the
Committee is appointed under the terms of subparagraph (i) of Section 3
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hereof, then any members of the Committee (including those who are key employees
of the Corporation or a subsidiary corporation of the Corporation) shall not be
eligible to participate in the Plan.

         5. OPTION AGREEMENT. The terms and provisions of options granted
pursuant to the Plan shall be set forth in an agreement, herein called Option
Agreement, between the Corporation and the employee receiving the same. The
Option Agreement may be in such form, not inconsistent with the terms of this
Plan, as shall be approved by the Board of Directors.

         6. PRICE. The purchase price per share of Common Stock purchasable
under options granted pursuant to the Plan shall be an amount equal to one
hundred percent (100%) of the fair market value of the stock, as determined by
the Board of Directors, at the time the options are granted. The full purchase
price of shares purchased shall be paid upon exercise of the option. Under
certain circumstances such purchase price per share shall be subject to
adjustment as referred to in Section 11 of this Plan.

         7. EXERCISE PERIOD. The right to purchase any Common Stock pursuant to
the exercise of an option granted under this Plan may be either cumulative or
non-cumulative, as determined by the Board of Directors. Any Common Stock
purchasable pursuant to the exercise of an option granted under this Plan will
be purchasable in accordance with the schedule set forth in the Option Agreement
between the Corporation and the employee receiving the option, subject to any
other limitation provided in this Plan. In the event the portion of Common Stock
purchasable per the Option Agreement involves a fraction of a share, the amount
purchasable at that time shall be rounded upward to the next complete share to
allow the purchase of a complete share of Common Stock.

         8. OPTION PERIOD. No option granted pursuant to the Plan shall be
exercisable after the expiration of ten (10) years from the date the option is
first granted. The expiration date for any option or portion thereof, which may
be any period not in excess of ten (10) years following the date of grant of the
option, shall be stated in the Option Agreement and is hereinafter called the
"Expiration Date".

                  Notwithstanding any other provision of this Plan, no option
shall be granted under this Plan more than ten (10) years after the date this
Plan is adopted by the Board of Directors, or the date this Plan is approved by
the Common Stock stockholders, whichever is earlier.

         9. TERMINATION OF EMPLOYMENT. The Option Agreement may provide that:

                  (a) If, prior to the Expiration Date for any option granted
         hereunder, the employee shall for any reason whatever, other than (1)
         his permanent and total disability as defined in (c) below, or (2) his
         death, cease to be employed by the Corporation, or a parent or
         subsidiary corporation of the Corporation, then any unexercised portion
         of such option shall automatically terminate upon the date of such
         termination of employment.

                  (b) If, prior to the Expiration Date for any option granted
         hereunder, the employee shall die at a time when he had been employed
         by the Corporation, or a parent or subsidiary corporation of the
         Corporation, from the date of granting of such option until the date of
         his death, then the legal representatives of his estate or a

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         legatee or legatees of the option shall have the right, for a period of
         three (3) months after his death, to purchase all or any part of the
         Stock subject to the option outstanding and unexpired as of his date of
         death.

                  (c) If, prior to the Expiration Date for any option granted
         hereunder, the employee shall cease to be employed by the Corporation,
         or a parent or subsidiary corporation of the Corporation, because he
         becomes permanently and totally disabled, as hereinafter defined, and
         prior to such termination of employment by reason of disability, the
         employee had been employed by the Corporation, or a parent or
         subsidiary corporation of the Corporation, at all times since the date
         of the granting of such option, then such employee or his legal
         representative shall have the right, for a period of one (1) year from
         the date of such termination of employment by reason of disability, to
         exercise any right to purchase Stock pursuant to the option.

         An employee is "permanently and totally disabled" if he is unable to
         engage in any substantial gainful activity by reason of any medically
         determinable physical or mental impairment which can be expected to
         result in death or which has lasted or can be expected to last for a
         continuous period of not less than twelve (12) months. Such
         determination of permanent and total disability shall be made as
         allowable under Section 22, and applicable regulations, of the Internal
         Revenue Code of 1986, as amended, or any other applicable method
         necessary for the continued qualification of this Plan under Section
         422 of the Internal Revenue Code. In the absence of any specific
         requirements for this determination, the decision of the Board of
         Directors, as aided by any physicians they designate, shall be
         conclusive.

Nothing in (a), (b), or (c) shall extend the time for exercising any option
granted pursuant to the Plan beyond the Expiration Date for the option. Any
Option Agreement may contain or otherwise provide for conditions giving rise to
the forfeiture of Stock or a repurchase right with respect to Stock acquired
pursuant to an Option Agreement executed pursuant to this Plan, and may also
provide for such restrictions on the transferability of shares of Stock acquired
pursuant to an Option Agreement executed pursuant to this Plan, that the Board
of Directors or the Committee in its sole and absolute discretion may deem
proper or advisable. The conditions giving rise to forfeiture or right of
repurchase may include, but need not be limited to, the requirement that the
optionee render substantial services to the Corporation or any subsidiary of the
Corporation for a specified period of time. The restrictions on transferability
may include, but need not be limited to, options and rights of first refusal in
favor of the Corporation.

            10. ASSIGNABILITY. The Option Agreement shall provide that the
option granted thereby shall not be transferable or assignable by the employee
otherwise than by will or by the laws of descent and distribution, and during
the lifetime of the employee shall be exercisable only by him. The Option
Agreement shall further provide that the holder of an option granted pursuant to
this Plan shall immediately notify the Corporation in writing of any disposition
of the stock acquired pursuant to the option that would disqualify the option
from the incentive option tax treatment afforded by Section 422 of the Code. The
notice shall state the number of shares disposed of, the dates of acquisition
and disposition of the shares, and the consideration received upon that
disposition.
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         11. ADJUSTMENT IN CASE OF STOCK SPLITS, STOCK DIVIDENDS, ETC. The
Option Agreement may contain such provisions as the Board of Directors may
approve as equitable concerning the effect upon the option granted thereby and
upon the per share or per unit option price, of (a) stock dividends upon, or
subdivisions, split-ups, combinations or reclassifications of, the securities
purchasable under the option, or (b) proposals to merge or consolidate the
Corporation or to sell all or substantially all of its assets or to liquidate or
dissolve the Corporation.

         12. INVESTMENT PURPOSE. As a condition to the exercise of any portion
of an option, the Corporation may require the person exercising such option to
represent and warrant at the time of any such exercise that the shares are being
purchased for investment and not with a view to the distribution or resale of
such shares if, in the opinion of the Corporation or its counsel, such
representation is required under the Securities Act of 1933 or any other
applicable law, regulation or rule of any governmental agency. A legend to this
effect shall be affixed to the certificates evidencing such shares.

         13. CORPORATE MERGER, CONSOLIDATION, REORGANIZATION, ETC. In the event
of a dissolution or liquidation of the Corporation or a merger or consolidation
in which the Corporation is not the surviving corporation, any outstanding
options hereunder may be terminated by the Corporation as of the effective date
of such dissolution, liquidation, merger or consolidation by giving notice to
each holder thereof or his personal representative of its intention to do so and
by permitting the exercise during a period of not more than a specified number
of days determined by the Board next preceding such effective date, or the
Expiration Date, whichever is earlier, of all of such outstanding options in
whole or in part without regard to the provisions of Section 7 hereof. Subject
to the preceding sentence, if the Corporation is reorganized or merged or
consolidated with another corporation, while unexercised options are outstanding
under the Plan, and the Corporation is not the surviving corporation, there
shall be substituted for the Common Stock subject to the unexercised and
outstanding options an appropriate number of shares of each class of stock or
other securities of the reorganized or merged or consolidated corporation which
were distributed to shareholders of the Corporation in respect of the Common
Stock, in accordance with Section 424(a) of the Internal Revenue Code. Such
substitution may be accomplished by the assumption of such options by the
surviving corporation or the substitution for the old options of new options by
the surviving corporation. The existence of this Plan or of options hereunder
shall not in any way prevent any transaction described herein and no optionee
shall have the right to prevent any such transaction.

         14. AMENDMENT OF THE PLAN. The Board of Directors of the Corporation
may from time to time alter, amend, suspend or discontinue the Plan and make
rules for its administration, except that the Board of Directors shall not amend
the Plan in any manner which would have the effect of preventing options issued
under the Plan from being "incentive stock options" as defined in Section 422 of
the Internal Revenue Code of 1986 (as amended).

         15. OPTIONS DISCRETIONARY. The granting of options under the Plan shall
be entirely discretionary and nothing in the Plan shall be deemed to give any
key employee any right to participate in the Plan or to receive options.

         16. STOCKHOLDER APPROVAL. The Plan will be submitted to the Common
Stock stockholders of the Corporation within twelve (12) months of the date of
the adoption of the Plan by the Board of Directors.
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         17. EFFECTIVE DATE OF PLAN. This Plan shall become effective upon its
adoption by the favorable vote of the holders of a majority of the outstanding
shares of the Common Stock of the Corporation.

         18. TERMINATION OF PLAN. This Plan shall terminate ten (10) years after
its approval by the Common Stock stockholders or adoption by the Board of
Directors, whichever is earlier. Any option outstanding under this Plan at the
time of its termination shall remain in effect until the option shall have been
exercised or the Expiration Date, whichever is earlier.

         19. ADOPTION OF PLAN BY BOARD OF DIRECTORS. The undersigned hereby
certifies that this Plan is the true and correct 2000 Texas Regional Bancshares,
Inc., Incentive Stock Option Plan of the Corporation voted upon and adopted at a
meeting of the Board of Directors duly held on the 14th day of November, 2000.