EXHIBIT 4.4


                   CULLEN/FROST BANKERS, INC. 2001 STOCK PLAN

SECTION 1.  ESTABLISHMENT AND PURPOSE

1.1     ESTABLISHMENT. Cullen/Frost Bankers, Inc. (hereinafter referred to as
        the "Company") hereby establishes an incentive stock plan for key
        employees, as described herein, which shall be known as the Cullen/Frost
        Bankers, Inc. 2001 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 and increase their proprietary interest in the
        success of the Company.

1.3     INCENTIVES. Incentives under the Plan may be granted in any one or a
        combination of :

        (a)     Incentive Stock Options;

        (b)     Nonqualified Stock Options;

        (c)     Stock Appreciation Rights; and

        (d)     Restricted Stock.

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" of the Company shall be deemed to have
                occurred as of the first day that any one or more of the
                following conditions is satisfied:

                (i)     any "person" (as such term is defined in Section 3(a)(9)
                        of the Securities Exchange Act of 1934 (the "Exchange
                        Act") and as used in Sections 13(d)(3) and 14(d)(2) of
                        the Exchange Act) is or becomes a "beneficial owner" (as
                        defined in Rule 13d-3 under the Exchange Act), directly
                        or indirectly, of securities of the Company representing
                        20% or more of the combined voting power of the
                        Company's then outstanding securities eligible to vote
                        for the election of the Board (the "Company Voting
                        Securities"); provided, however, that the event
                        described in this paragraph (i) shall not be deemed to
                        be a Change-in-Control by virtue of any of the following
                        acquisitions: (A) by the Company or any Subsidiary, (B)
                        by any employee benefit plan (or related trust)
                        sponsored or maintained by the Company or any
                        Subsidiary, (C) by any underwriter temporarily holding
                        securities pursuant to an offering of such securities or
                        (D) a transaction (other than one described in (ii)
                        below) in which Company Voting Securities are acquired
                        from the Company, if a majority of the


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                        Incumbent Directors approve a resolution providing
                        expressly that the acquisition pursuant to this clause
                        (D) does not constitute a Change-in-Control under this
                        paragraph (i);

                (ii)    the regulatory and shareholder approval of a merger,
                        consolidation, statutory share exchange or similar form
                        of corporate transaction involving the Company or any of
                        its Subsidiaries that requires the approval of the
                        Company's stockholders, whether for such transaction or
                        the issuance of securities in the transaction (a
                        "Business Combination"), unless immediately following
                        such Business Combination: (A) more than 60% of the
                        total voting power of (x) the corporation resulting from
                        such Business Combination (the "Surviving Corporation"),
                        or (y) if applicable, the ultimate parent corporation
                        that directly or indirectly has beneficial ownership of
                        100% of the voting securities eligible to elect
                        directors of the Surviving Corporation (the "Parent
                        Corporation"), is represented by Company Voting
                        Securities that were outstanding immediately prior to
                        such Business Combination (or, if applicable, is
                        represented by shares into which such Company Voting
                        Securities were converted pursuant to such Business
                        Combination), and such voting power among (and only
                        among) the holders thereof is in substantially the same
                        proportion as the voting power of such Company Voting
                        Securities among the holders thereof immediately prior
                        to the Business Combination, (B) no person (other than
                        any employee benefit plan (or related trust) sponsored
                        or maintained by the Surviving Corporation or the Parent
                        Corporation) is or becomes the beneficial owner,
                        directly or indirectly, of 20% or more of the total
                        voting power of the outstanding voting securities
                        eligible to elect directors of the Parent Corporation
                        (or, if there is no Parent Corporation, the Surviving
                        Corporation) and (C) at least 50% of the members of the
                        board of directors of the Parent Corporation (or, if
                        there is no Parent Corporation, the Surviving
                        Corporation) following the consummation of the Business
                        Combination were Incumbent Directors at the time of the
                        Board's approval of the execution of the initial
                        agreement providing for such Business Combination; or

                (iii)   during any period of two consecutive years, individuals
                        who at the beginning of such period constitute the Board
                        of Directors and any new director (other than a director
                        designated by a person who has entered into an agreement
                        with the Company to effect a transaction described in
                        paragraph (a) or (b) of this section) whose election by
                        the Board of Directors or nomination for election by the
                        Company's stockholders was approved by a vote of at
                        least two-thirds of the directors then still in office
                        who either were directors at the beginning of the period
                        or whose election or nomination for election was
                        previously so approved, cease for any reason to
                        constitute a majority thereof; or

                (iv)    the stockholders of the Company approve a plan of
                        complete liquidation or dissolution of the Company or a
                        sale of all or substantially all of the Company's
                        assets.

                Notwithstanding the foregoing, a Change-in-Control of the
                Company shall not be deemed to occur solely because any person
                acquires beneficial ownership of more than 25% of the Company
                Voting Securities as a result of the acquisition of Company
                Voting Securities by the Company which reduces the number of
                Company Voting Securities outstanding; provided, that if after
                such acquisition by the Company such person becomes the
                beneficial owner of additional Company Voting Securities that
                increases the percentage of outstanding Company Voting
                Securities beneficially owned by such person, a
                Change-in-Control of the Company shall then occur.


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

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

        (e)     "Covered Employee" means a Participant who, as of the date of
                grant of an Incentive, as applicable, is one of the group of
                "covered employees," as defined in Code Section 162(m), or any
                successor statute and the regulations promulgated thereunder, or
                any other participant as determined by the Committee in its
                discretion.

        (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.

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

        (l)     "Performance-Based Exception" means the performance-based
                exception from the tax deductibility limitations of Code Section
                162(m).

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

        (n)     "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.

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

        (p)     "Stock" means the Common Stock, par value $0.01 per share, of
                the Company.

        (q)     "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.

        (r)     "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.

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SECTION 3.     ELIGIBLE EMPLOYEES

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. 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.

4.2     ADJUSTMENT FOR RECAPITALIZATION, MERGER AND SIMILAR TRANSACTIONS. 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, adjustments 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 shall be made by
        the Committee in its sole discretion.

SECTION 5.     STOCK SUBJECT TO THE PLAN

5.1     NUMBER OF SHARES AVAILABLE FOR GRANT. Subject to adjustment as provided
        in Section 5.2 herein, the number of Shares hereby reserved for issuance
        to Participants under the Plan shall be 4,830,790. This number includes
        2,750,000 new shares available under this plan and 2,080,790 shares that
        are still available under the 1992 Cullen Frost Stock Plan. In no event
        may greater than 429,970 shares be available for issuance with respect
        to grants of Restricted Stock under the Plan. The following rules shall
        apply to grants of such Incentives under the Plan:

        (a)     Stock Options: The maximum aggregate number of shares of Common
                Stock that may be granted in the form of Stock Options, granted
                in any one fiscal year to any one single Participant shall be
                four hundred thousand (400,000).

        (b)     Stock Appreciation Rights: The maximum aggregate number of
                shares of Common Stock that may be granted in the form of Stock
                Appreciation Rights granted in any one fiscal year to any one
                single Participant shall be four hundred thousand (400,000).

        (c)     Restricted Stock: The maximum aggregate number of shares of
                Common Stock that may be grant with respect to Incentives
                granted in the form of Restricted Stock in any one fiscal year
                to any one single Participant shall be one hundred fifty
                thousand (150,000) shares of Common Stock.

        (d)     Restricted Stock Units: The maximum aggregate number of shares
                of Common Stock that may be granted in the form of Restricted
                Stock Units in any one fiscal year to any one single Participant
                shall be one hundred fifty thousand (150,000) shares of Common
                Stock.

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.


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5.3     PERFORMANCE MEASURES. The general performance measures to be used to
        determine the degree of payout and/or vesting with respect to Incentives
        granted to Covered Employees which are designed to qualify for the
        Performance-Based Exception shall be chosen from among:

        (a)     return on equity;

        (b)     earnings per share;

        (c)     operating cash flow;

        (d)     gross revenue;

        (e)     income before taxes;

        (f)     net income;

        (g)     return on revenue; and

        (h)     stock price appreciation.

        The Committee shall have the discretion to adjust the determinations of
        the degree of attainment of the preestablished performance goals,
        provided, however, that Incentives held by Covered Employees, may not be
        adjusted upward (the Committee shall retain the discretion to adjust
        such Incentives downward).

        In the event that the Committee determines that it is advisable to grant
        Incentives which shall not qualify for the Performance-Based Exception,
        the Committee may make such grants without satisfying the requirements
        of Code Section 162(m).

SECTION 6.  RESTRICTED STOCK AND RESTRICTED STOCK UNITS

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 or units of Restricted
        Stock which will be granted to a Participant.

6.2     RESTRICTED STOCK AGREEMENT. Each grant of shares or units 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 or units of
        Restricted Stock, the Committee shall select the Restriction Period to
        apply to the shares or units of Restricted Stock.

6.4     NONTRANSFERABILITY OF RESTRICTED STOCK. Prior to the lapse of
        restrictions as provided in Section 6.5, shares or units 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 or units 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 or units 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 or 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


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        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. 2001 Stock Plan,
        and a Restricted Stock Agreement dated at the time the restriction is
        granted. A copy of the Plan, such rules, and the Restricted Stock
        Agreement may be obtained from the Secretary of Cullen/Frost Bankers,
        Inc.

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, except as provided in the Restricted
        Stock Agreement 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 or units 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 Incentive 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.
        Each Incentive 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. Except as
        may be otherwise provided by the Committee, each Nonqualified 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.

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 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.

        The purchase price of Stock issued under each Stock Option shall not be
        repriced without prior shareholder approval.

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.


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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.

7.6     CHANGE-IN-CONTROL. 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 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 therefore 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. If at any time there shall occur a Change-in-Control,
        then the time at which the Stock Appreciation Right may be exercised
        shall be accelerated and the Stock Appreciation Right shall immediately
        become exercisable in full.


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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 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.

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

9.7     COMPLIANCE WITH CODE SECTION 162(M). At all times when Code Section
        162(m) is applicable, all Incentives granted under this Plan shall
        comply with the requirements of Code Section 162(m); provided, however,
        that in the event the Board determines that such compliance is not
        desired with respect to any Incentive or Incentives available for grant
        under the Plan, then compliance with Code Section 162(m) will not be
        required.

9.8     POOLING OF INTERESTS ACCOUNTING. Notwithstanding any other provision of
        the Plan to the contrary, in the event that the consummation of a
        Change-in-Control is contingent on using the pooling of interests
        accounting methodology, the Board may take any action necessary to
        preserve the use of pooling of interests accounting, even if it would
        conflict with the terms of the Plan or any Incentive or adversely affect
        the rights of any Participant.

9.9     LIMITED TRANSFERABILITY. Each Incentive, and each right under any
        Incentive, shall be exercisable only by the Participant during the
        Participant's lifetime, or, if permissible under applicable law, by the
        Participant's guardian or legal representative as determined by the
        Committee; provided, however, that Incentives under the Plan may be
        transferred to immediate family members, family trusts, or other
        organizations as determined by the Committee, except as otherwise
        provided in Section 7.2.