EXHIBIT 4.7

                   CULLEN/FROST BANKERS, INC. 1992 STOCK PLAN

SECTION 1. ESTABLISHMENT AND PURPOSE

1.1.  ESTABLISHMENT. Cullen/Frost Bankers, Inc. hereby establishes an incentive
      stock plan for key employees, as described herein, which shall be known as
      the CULLEN/FROST BANKERS, INC. 1992 STOCK PLAN (hereinafter referred to as
      the "Plan").

1.2.  PURPOSE. The Purpose of the Plan is to enable the Company and its
      subsidiaries and affiliates to retain and motivate key employees, and to
      encourage stock ownership by such key employees, by providing them with a
      means to acquire a proprietary interest, or to increase such interest, in
      the success of the Company, subject to the terms and conditions of and in
      the manner contemplated by this plan.

1.3.  INCENTIVES. Incentives under the Plan may be granted in any one or a
      combination of (A) Restricted Stock; (B) Incentive Stock Options; (C)
      Nonqualified Stock Options; and (D) Stock Appreciation Rights.

1.4.  EFFECTIVE DATE. This Plan shall become effective upon its adoption by the
      Board of Directors; provided, however, that the validity of the Plan and
      any Incentive provided hereunder is subject to approval of the Plan at the
      next shareholders meeting following its adoption by the Board of
      Directors. If the shareholders fail to timely approve the Plan, the Plan
      and any Incentive that may be issued hereunder shall be null and void.

SECTION 2. DEFINITIONS

2.1.  DEFINITIONS. Whenever used herein, the following terms shall have the
      meanings set forth below:

      (a)  "Board of Directors" means the Board of Directors of the Company.

      (b)  "Change in Control" shall mean a change in control of the Company of
           a nature that would be required to be reported (assuming such event
           has not been "previously reported") in response to item 1(a) of the
           Current Report on Form 8-K, as in effect on the effective date of the
           Plan, pursuant to Section 13 or


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           15(d) of the Securities Exchange Act of 1934, as amended (the
           "Exchange Act"); provided that, without limitation, such a Change in
           Control shall be deemed to have occurred at such time as (a) any
           "person," within the meaning of Section 14(d) of the Exchange Act, is
           or becomes the "beneficial owner" (as defined in Rule 13d-3 under
           the Exchange Act), directly or indirectly, of 20 percent or more of
           the combined voting power of the Company's outstanding securities
           ordinarily having the right to vote for the election of directors
           (the "Voting Securities"); or (b) individuals who constitute the
           Board of Directors on the effective date of the Plan cease for any
           reason to constitute a majority thereof, provided that any person
           becoming a director subsequent to the effective date of the Plan
           whose election, or nomination for election by the Company's
           shareholders, was approved by a vote of at least three quarters of
           the directors comprising the Incumbent Board (either by a specific
           vote or by approval of the proxy statement of the Company in which
           such person is named as nominee for director, without objection to
           such nomination) shall be, for purposes of this clause (b),
           considered as though such person were a member of the Incumbent
           Board.

      (c)  "Code" means the Internal Revenue Code of 1986, as amended.

      (d)  "Committee" means the Compensation & Benefits Committee of the Board
           of Directors.

      (e)  "Company" means Cullen/Frost Bankers. Inc., a Texas corporation.

      (f)  "Disability" means a total and permanent disability as defined in the
           Company's basic retirement plan, as may be amended from time to time.

      (g)  "Employee" means any person employed by the Company or a subsidiary
           or affiliate.

      (h)  "Incentive" means a Restricted Stock, Incentive Stock Option,
           Nonqualified Stock Option, or Stock Appreciation Right granted
           pursuant to the Plan.

      (i)  "Incentive Stock Option" means a Stock Option meeting the
           requirements of Section 422 of the Code.

      (j)  "Nonqualified Stock Option" means any Stock Option, other than an
           Incentive Stock Option, granted pursuant to the Plan.


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      (k)  "Participant" means any Employee selected by the Committee to receive
           a grant of an Incentive under the Plan.

      (l)  "Restricted Stock" means Stock granted to a Participant pursuant to
           Section 6 of the Plan.

      (m)  "Restriction Period" means that period of time determined by the
           Committee during which the transfer of shares of Restricted Stock is
           restricted and such shares of Restricted Stock are subject to
           forfeiture.

      (n)  "Retirement" shall be as defined in the Company's basic retirement
           plan.

      (o)  "Stock" means the Common Stock, par value $5 per share, of the
           Company.

      (p)  "Stock Appreciation Right" means the right to receive the
           appreciation in the fair market value of shares of Stock granted
           pursuant to Section 8 of the Plan.

      (q)  "Stock Option" means any Incentive Stock Option or Nonqualified Stock
           Option granted pursuant to the Plan.

2.2.  GENDER AND NUMBER. Except when otherwise indicated by the context, words
      in the masculine gender when used in the Plan also shall include the
      feminine and neuter genders, the singular shall include the plural, and
      the plural shall include the singular.

SECTION 3. ELIGIBILITY AND PARTICIPATION

3.1.  ELIGIBLE EMPLOYEES. Employees, who, in the opinion of the Committee, are
      from time to time materially responsible for the management, growth, and
      protection of a material part or all of the business or functions of the
      Company or a subsidiary or affiliate of the Company shall be eligible to
      be granted Incentives under the Plan.

SECTION 4. ADMINISTRATION

4.1.  ADMINISTRATION. The Committee shall be responsible for the administration
      and interpretation of the Plan. No member of the Committee shall (i) be
      eligible to be granted Incentives under the Plan while serving on the
      Committee or at any time within one year prior to his appointment to the
      Committee, or (ii) receive an award of equity securities under any other
      plan of the Company or any of its affiliates while serving


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      on the Committee or at any time within one year prior to his appointment
      to the Committee, except as permitted by Rule l6b-3 under the Securities
      Exchange Act of 1934 without the member being considered other than a
      disinterested person thereunder. The Committee is authorized to interpret
      the Plan, to prescribe, amend and rescind rules and regulations relating
      to the Plan, to provide for conditions and assurance deemed necessary or
      advisable to protect the interest of the Company, and to make all of the
      determinations necessary or advisable for the administration of the Plan,
      but only to the extent not contrary to the express provisions of the Plan.
      Determinations, interpretations or other actions made or taken by the
      Committee pursuant to the provisions of the Plan shall be final and
      binding and conclusive for all purposes and upon all persons whomsoever.

SECTION 5. STOCK SUBJECT TO THE PLAN

5.1.  NUMBER. The total number of shares of Stock that may be granted under the
      Plan may not exceed 800,000, subject to adjustment as provided in Section
      5.3. Such shares may consist, in whole or in part, of authorized but
      unissued shares or previously issued shares reacquired by the Company
      including shares purchased on the open market and not reserved for any
      other purpose. In no event may greater than 75,000 shares be available for
      issuance with respect to grants of Restricted Stock under the Plan.

5.2.  UNUSED STOCK. In the event any Incentive granted under the Plan expires,
      terminates, is canceled or is forfeited and reacquired by the Company, the
      shares of Stock subject to or reserved for such Incentive again shall be
      available for issuance under the Plan.

5.3.  RECAPITALIZATION, ADJUSTMENT. In the event of a reorganization,
      recapitalization, stock split, stock dividend, combination of shares,
      merger, consolidation, rights offering, or any other change in the
      corporate structure of shares of capital stock of the Company, the
      Committee shall, subject to the provisions of Section 7.5, make such
      adjustment, if any, as it may deem appropriate in the number and kind of
      shares authorized by the Plan; in the number and kind of shares covered by
      Incentives granted; in the case of Stock Options, in the option price; and
      in the case of Stock Appreciation Rights, in the Stock Option purchase
      price, or fair market value, as appropriate.

SECTION 6. RESTRICTED STOCK

6.1.  GRANT OF RESTRICTED STOCK. The Committee may, in its discretion, grant
      Incentives to Participants from time to time in the form of Restricted
      Stock and shall determine the number of shares of Restricted Stock which
      will


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      be granted to a Participant.

6.2.  RESTRICTED STOCK AGREEMENT. Each grant of shares of Restricted Stock shall
      be evidenced by a Restricted Stock Agreement and shall be subject to the
      following terms and conditions and such other terms and conditions as the
      Committee may prescribe.

6.3.  RESTRICTION PERIOD. At the time of the grant of shares of Restricted
      Stock, the Committee shall select the Restriction Period to apply to the
      shares of Restricted Stock.

6.4.  NONTRANSFERABILITV OF RESTRICTED STOCK. Prior to the lapse of restrictions
      as provided in Section 6.5, shares of Restricted Stock may not be sold,
      exchanged. transferred, pledged, assigned, or otherwise alienated,
      hypothecated, whether voluntarily or involuntarily.

6.5.  REMOVAL OF RESTRICTIONS. Except as otherwise provided in Section 6.9, and
      subject to Section 6.6, shares of Restricted Stock covered by each
      Restricted Stock grant made under this Plan shall become freely
      transferable by the Participant after the expiration of the Restriction
      Period or upon satisfaction of other conditions as specified by the
      Committee in its sole discretion.

6.6.  OTHER RESTRICTIONS. The Company shall impose such other restrictions on
      any shares granted pursuant to this Plan as it may deem advisable
      including, without limitation, restrictions under applicable Federal laws,
      under the requirements of any stock exchange or interdealer quotation
      system upon which share of shares of the same class are then listed or
      quoted and under blue sky or state securities laws applicable to such
      shares. The Company may legend the certificates representing Restricted
      Stock to give appropriate notice of such restrictions.

6.7.  CERTIFICATE LEGEND. In addition to any legends placed on certificates
      pursuant to Section 6.6 hereof, each certificate representing shares of
      Restricted Stock granted pursuant to the Plan shall bear the following
      legend:

      The sale or other transfer of the shares of stock represented by this
      certificate, whether voluntary, involuntary, or by operation of law, is
      subject to certain restrictions on transfer set forth in the Cullen/Frost
      Bankers, Inc. 1992 Stock Plan, and a Restricted Stock Agreement dated    .
      A copy of the Plan, such rules, and the Restricted Stock Agreement may be
      obtained from the Secretary of Cullen/Frost Bankers, Inc.


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6.8.  VOTING RIGHTS AND DIVIDENDS WITH RESPECT TO RESTRICTED STOCK. With respect
      to shares of Restricted Stock, prior to the lapse of restrictions under
      Section 6.5, each Participant shall generally have the rights and
      privileges of a shareholder, including the right to vote the shares and to
      receive dividends and other distributions made with respect to the shares;
      provided, however, that the shares of Restricted Stock shall be subject to
      all the terms, conditions, and restrictions of the Plan and the Restricted
      Stock Agreement, including, without limitation, the provisions of this
      Section 6.

6.9.  CHANGE IN CONTROL. In the event of a Change in Control, the applicable
      Restriction Period with respect to all outstanding shares of Restricted
      Stock shall automatically terminate.

SECTION 7. STOCK OPTIONS

7.1.  GRANT OF STOCK OPTIONS. The Committee may, in its discretion, grant Stock
      Options which are Incentive Stock Options or Nonqualified Options, and
      such Stock Options shall be subject to the following terms and conditions
      and such other terms and conditions as the Committee may prescribe.

7.2.  OPTION AGREEMENTS. Each Stock Option shall be evidenced by an Option
      Agreement and shall contain such terms and conditions as may be approved
      by the Committee. Each Stock Option and all rights granted thereunder
      shall not be transferable other than by will or the laws of descent and
      distribution, and shall be exercisable during the optionee's lifetime only
      by the optionee or his guardian or legal representative. If, upon the
      recommendation of the Committee, the Board of Directors shall determine
      that, in order to carry out the purposes of the Plan, it is necessary or
      desirable to reduce the purchase price of Stock issued under any Option,
      then the Board of Directors may amend any Option (i) to reduce the
      exercise price, provided that in no case shall such exercise price be
      reduced below the fair market value (as determined by the Committee) of
      the Stock subject to such Option at the time the Option is amended and
      (ii) to reduce the number of shares of Stock for which such Option is
      exercisable, provided, that no such reduction shall be made without
      consent of the Optionee.

7.3.  OPTION PRICE: MEDIUM OF PAYMENT. The purchase price of Stock issued under
      each Stock Option shall be determined by the Committee, but shall not be
      less than the fair market value (as determined by the Committee) of the
      Stock subject to the Stock Option at the time the Stock Option is granted.
      Payment of such purchase price shall be made in cash or, if provided in
      the Option Agreement, payment of such purchase price may


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      be in shares of Stock which have been held by the Participant for more
      than six months, or any combination of both cash and shares of Stock; in
      such case, shares of Stock delivered to the Company as payment for Stock
      issued upon exercise of an Option shall be valued at their fair market
      value (as determined by the Committee) or their par value, if higher.

7.4.  EXERCISE OF STOCK OPTION. The shares covered by a Stock Option may be
      purchased in such installments and on such exercise dates as the Committee
      may determine. Any shares not purchased on the applicable exercise date
      may be purchased thereafter at any time prior to the expiration of the
      Stock Option.

7.5.  MERGER OR CONSOLIDATION. If the Company merges or consolidates with one or
      more corporations and the Company shall be the surviving corporation
      (other than as a subsidiary of another corporation or other entity),
      thereafter upon any exercise of a Stock Option theretofore granted the
      optionee shall be entitled to purchase under such Stock Option, in lieu of
      the number of shares of Stock as to which such Stock Option would be
      exercisable, the number and class of shares of stock and securities to
      which the Participant would have been entitled pursuant to the terms of
      the agreement of merger or consolidation if, immediately prior to such
      merger or consolidation, the Participant had been the holder of record of
      the number of shares of Stock as to which such Stock Option would be
      exercisable. If the Company shall not be the surviving corporation in any
      merger or consolidation or shall survive only as a wholly-owned subsidiary
      of another corporation or other entity, or if the Company is to be
      dissolved or liquidated, then unless the surviving corporation (or the
      parent corporation or other entity if the Company shall survive only as a
      subsidiary) assumes or substitutes new options for all Stock Options then
      outstanding, (i) the time at which all Stock Options then outstanding, may
      be exercised shall be accelerated and all such Stock Options shall become
      exercisable in full on or before a date fixed by the Company prior to the
      effective date such merger or consolidation or such dissolution or
      liquidation, and (ii) upon such effective date any unexercised Stock
      Options shall expire.

7.6.  CHANGE IN CONTROL. Any Option Agreement may provide that if at any time
      there shall occur a Change in Control, then the time at which the Stock
      Option evidenced thereby may be exercised shall be accelerated and the
      Stock Option shall immediately become exercisable in full.

SECTION 8. STOCK APPRECIATION RIGHTS

8.1.  GRANT OF STOCK APPRECIATION RIGHT. The Committee may, in its discretion,
      grant Stock Appreciation Rights in tandem with a Stock


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      Option, in addition to a Stock Option, or freestanding and unrelated to a
      Stock Option. If a Stock Appreciation Right is granted otherwise than in
      tandem with a Stock Option, the Committee shall determine the number of
      shares of Stock covered by such Stock Appreciation Right. Stock
      Appreciation Rights shall be subject to the following terms and conditions
      and such other terms and conditions as the Committee may prescribe.

8.2.  TIME AND PERIOD OF GRANT. If a Stock Appreciation Right is granted with
      respect to a Stock Option, it may be granted at the time of the grant of
      the Stock Option or at any time thereafter. If a Stock Appreciation Right
      is granted in tandem with any Stock Option at the time the Stock
      Appreciation Right is granted the Committee may limit the exercise period
      for such Stock Appreciation Right. In no event shall the exercise period
      for a Stock Appreciation Right in tandem with any Stock Option exceed the
      exercise period for such Stock Option. If a Stock Appreciation Right is
      granted without being related to an underlying Stock Option, the period
      for exercise of the Stock Appreciation Right shall be set by the Committee
      at the time of grant.

8.3.  VALUE OF STOCK APPRECIATION RIGHT. If a Stock Appreciation Right is
      granted in tandem with a Stock Option, the Participant will be entitled to
      surrender the Stock Option at any time such Stock Option is exercisable
      and receive in exchange therefor an amount equal to (i) the excess of the
      fair market value of one share of the Stock on the date the election to
      surrender is received by the Company over the Stock Option purchase price,
      multiplied by (ii) the number of shares of Stock covered by the Stock
      Option which is surrendered. If a Stock Appreciation Right is granted
      otherwise than in tandem with a Stock Option, the Participant will receive
      upon exercise of the Stock Appreciation Right an amount equal to (i) the
      excess of the fair market value of one share of the Stock on the date the
      election to exercise such Stock Appreciation Right is received by the
      Company over the fair market value of one share of the Stock on the date
      of grant, multiplied by (ii) the number of shares of Stock covered by the
      Stock Appreciation Right.

8.4.  PAYMENT OF STOCK APPRECIATION RIGHT. Payment of a Stock Appreciation Right
      shall be in the form of shares of Common Stock, cash, or any combination
      of shares and cash. The form of payment upon exercise of such a right
      shall be determined by the Committee either at the time of grant of the
      Stock Appreciation Right or at the time of exercise of the Stock
      Appreciation Right.

8.5.  CHANGE IN CONTROL. Any Stock Appreciation Right may provide that if at any
      time there shall occur a Change in Control, then the time at which the

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      Stock Appreciation Right may be exercised shall be accelerated and the
      Stock Appreciation Right shall immediately become exercisable in full.

SECTION 9. MISCELLANEOUS

9.1.  NO RIGHT TO EMPLOYMENT. Nothing in the Plan or in the terms of any
      Incentive granted under the Plan shall in any manner be construed to limit
      or restrict in any way the right of the Company or its subsidiaries or
      affiliates to terminate any Participant's employment at any time and
      without regard to the effect of such termination on the Participant under
      the Plan, nor confer upon any Participant any right to continue in the
      employ of the Company or its subsidiaries or affiliates.

9.2.  TAX WITHHOLDING. The Company shall have the right to deduct from all
      payments any Federal, state, or local taxes required by law to be withheld
      with respect to such payments, and the Participant or other person
      receiving shares of Stock pursuant to the Plan may be required to pay the
      Company, as appropriate, the amount of any such taxes which the Company is
      required to withhold with respect to such Stock. A Participant may elect,
      subject to the approval of the Committee, to have a portion of the shares
      of Stock which would otherwise be transferred to the Participant under the
      Plan withheld by the Company to satisfy the tax withholding requirement of
      this Section.

9.3.  GOVERNING LAW. The Plan, and all agreements and other documents delivered
      hereunder, shall be construed in accordance with and governed by the laws
      of the State of Texas.

9.4.  EXPENSE OF PLAN. The expenses of administering the Plan shall be borne by
      the Company.

9.5.  AMENDMENT OR TERMINATION OF THE PLAN. The Board of Directors in its
      discretion may amend or terminate the Plan at any time; provided, that no
      amendment or termination that shall affect any Incentive theretofore
      granted may be made which would impair the rights of the Participant
      without the consent of such Participant; and provided, further, that the
      Board of Directors may not make any amendment without the approval of the
      shareholders of the Company if such approval is necessary in order for the
      Plan to continue to comply with Rule 16b-3 under the Securities Exchange
      Act of 1934.

9.6.  DURATION OF THE PLAN. Subject to the Board's right to earlier terminate
      the Plan pursuant to Section 9.5 hereof, the Plan shall terminate not
      later than ten (10) years after the date of adoption of the Plan by the
      Board and no Incentives shall be granted after termination of the Plan;
      provided,

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      however, that termination of the Plan will not adversely affect any
      Incentives granted prior to termination of the Plan.