EXHIBIT 10.20

                           AMENDMENT NUMBER 11 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 October 1, 1999:

      WHEREAS, Texas Regional Delaware, Inc. is a wholly-owned subsidiary of the
Corporation and, in turn, Texas Regional HBI Acquisition Corp. and Texas State
Bank are wholly owned subsidiaries of Texas Regional Delaware, Inc.; and

      WHEREAS, the Corporation and Harlingen Bancshares, Inc. entered into an
Agreement and Plan of Reorganization, pursuant to which, effective as of October
1, 1999, Harlingen Bancshares, Inc. and its wholly owned subsidiary, HN
Bancshares of Delaware, Inc., will merge with and into Texas Regional HBI
Acquisition Corp. and Harlingen National Bank will merge with and into Texas
State Bank; and

      WHEREAS, as a part of those mergers, the Corporation will become the
employer of the employees of former Harlingen Bancshares, Inc. and HN Bancshares
of Delaware, Inc., and Texas State Bank will become the employer of the
employees of the former Harlingen National Bank; and

      WHEREAS, it is the desire of the Corporation and its wholly owned
subsidiary, Texas State Bank, that eligible former employees of Harlingen
Bancshares, Inc., HN Bancshares of Delaware, Inc. and Harlingen National Bank,
as a result of becoming employees of the Corporation and Texas State Bank
pursuant to the mergers, be entitled to participate in the Texas Regional
Bancshares, Inc. Employee Stock Ownership Plan (with 401(k) provisions); and

      WHEREAS, the Board of Directors desires to coordinate and consolidate the
employee benefit programs available to all employees of the Corporation and its
subsidiaries;

      NOW THEREFORE, IT IS HEREBY AGREED THAT the Texas Regional Bancshares,
Inc. Employee Stock Ownership Plan (with 401(k) provisions) (the "ESOP"), is
hereby amended effective as of October 1, 1999, as follows:

      1. AMENDMENT RELATED TO DEFINITION OF "SERVICE". The definition of
"Service" in Section 2 of the Plan (as originally stated in the Plan and as the
same may have been previously amended) is hereby deleted and substituted
therefor is the following language:

      "SERVICE.

         Employment with (i) the Company, (ii) an Affiliated Company, (iii) Mid
         Valley Bank, as predecessor to the Company's subsidiary, Texas State
         Bank (with respect to those Employee participants that were formerly
         participants in the Mid Valley Bank Employees' Pension Plan), (iv)
         First National Bank of South Texas (with respect to those Employees who
         were employed by First National Bank of South Texas as employees of the
         Rio Grande City and Roma branch bank facilities of First National Bank
         of South Texas as of the time of acquisition of such branch bank
         facilities by Texas State Bank), (v) First State Bank & Trust Co. and
         The Border Bank (with respect to those Employees who were employed by
         First State Bank & Trust Co. or The Border Bank as employees of such
         banks as of the time of the merger of such banks with and into Texas
         State Bank), (vi) Brownsville National Bank, Texas Bank & Trust and
         Bank of Texas (with respect to those Employees who were employed by
         Brownsville National Bank, Texas Bank & Trust or Bank of Texas as of
         the time of the merger of such banks with and into Texas State Bank),
         and/or (vii) Harlingen Bancshares, Inc., HN Bancshares of Delaware,
         Inc. and/or Harlingen National Bank (with respect to those individuals
         who are Employees as of October 1, 1999 and who were employed by
         Harlingen Bancshares, Inc., HN Bancshares of Delaware, Inc. and/or
         Harlingen National Bank as of August 15th, 1999)."

      2. AMENDMENT RELATED TO CREDIT SERVICE. Section 13(a) of the Plan (as
originally stated in the Plan and as the same may have been previously amended)
is hereby amended in its entirety to read as follows:

         "(a) GENERAL RULE. For purposes of vesting, an Employee's Credited
         Service includes the number of Plan Years after January 1, 1984 in
         which he is credited with at least 1,000 Hours of Service. Credited
         Service shall include such Service with (i) the Company, (ii) any other
         Employer, (iii) an Affiliated Company, (iv) Mid Valley Bank (with
         respect to those Employee participants that were formerly participants
         in the Mid Valley Bank Employees' Pension Plan), (v) First National
         Bank of South Texas (with respect to those Employees who were employed
         by First National Bank of South Texas as


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         employees of the Rio Grande City and Roma branch bank facilities of
         First National Bank of South Texas as of the time of acquisition of
         such branch facilities by Texas State Bank), (vi) First State Bank &
         Trust Co. and The Border Bank (with respect to those Employees who were
         employed by First State Bank & Trust Co. or The Border Bank as of the
         time of the merger of First State Bank & Trust Co. and The Border Bank
         with and into Texas State Bank), (vii) Brownsville National Bank, Texas
         Bank & Trust and Bank of Texas (with respect to those employees who
         were employed by Brownsville National Bank, Texas Bank & Trust or Bank
         of Texas as of the time of the merger of Brownsville National Bank,
         Texas Bank & Trust and Bank of Texas with and into Texas State Bank)
         and (viii) Harlingen Bancshares, Inc., HN Bancshares of Delaware, Inc.
         and Harlingen National Bank (with respect to those individuals who are
         Employees as of October 1, 1999 and who were employed by Harlingen
         Bancshares, Inc., HN Bancshares of Delaware, Inc. or Harlingen National
         Bank as of August 15th, 1999)."

      3. PARTICIPANTS. As a result of the amendments of the Plan pursuant to
         sections 1 and 2 of this Amendment Number 11, persons who were
         employees of Harlingen Bancshares, Inc., HN Bancshares of Delaware,
         Inc. or Harlingen National Bank as of August 15th, 1999 will become
         Participants (as that term is defined in the Plan) as of the date that
         such persons become employees of the Corporation and/or Texas State
         Bank, without regard to the requirement of entry on January 1st or July
         1st subsequent to their initial dates of service, provided that they
         are otherwise qualified to be Participants as set forth in section 3 of
         the Plan. The Plan is hereby further amended to provide that such
         persons thus become Participants immediately upon commencement of
         employment by the Corporation and/or Texas State Bank, without regard
         to the requirement of entry on January 1st or July 1st subsequent to
         their initial dates of service, provided that they are otherwise
         qualified under section 3 of the Plan. Notwithstanding the foregoing,
         each such employee shall only be credited (pursuant to and in
         accordance with the rules set forth in the Plan) with the amount of
         compensation paid by the Corporation and/or Texas State Bank, and shall
         not be credited with any part of such employee's compensation paid by
         Harlingen Bancshares, Inc., HN Bancshares of Delaware, Inc. and/or
         Harlingen National Bank for purposes of determining allocations of
         Employer Contributions and Forfeitures and for all other purposes.

      4. DEFINITIONS. Defined terms used herein and not otherwise defined herein
         shall have the meanings assigned to them in the Plan.



      IN WITNESS WHEREOF, the undersigned a duly authorized officer of Texas
Regional Bancshares, Inc., hereby certifies the adoption of this Amendment
Number 11 of the Texas Regional Bancshares, Inc. Employee Stock Ownership Plan
(with 401(k) provisions) effective as of October 1, 1999.


                                             Texas Regional Bancshares, Inc.




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


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