Exhibit 10.1


 


AMENDMENT NUMBER FIFTEEN

TO

TEXAS REGIONAL BANCSHARES, INC.

AMENDED AND RESTATED 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 “Company”), together with the
Trustees of the Texas Regional Bancshares, Inc. Amended and Restated
Employee Stock Ownership Plan (with 401(k) Provisions) adopt the following
amendments to the Plan effective as of January 14, 2005.


 


WHEREAS, the
Company has established and maintains the Texas Regional Bancshares, Inc.
Amended and Restated Employee Stock Ownership Plan (with 401(k) Provisions)
(the “Plan”); and


 


WHEREAS, the Company and Mercantile
Bank & Trust entered into an Agreement and Plan of Merger, pursuant to
which, effective as of January 14, 2005, Mercantile Bank & Trust
merged with and into Texas State Bank, an indirect wholly-owned subsidiary of
the Company; and


 


WHEREAS, as a part of that merger, the
Company and its subsidiaries, including Texas State Bank, have become the
employer of the employees of the former Mercantile Bank & Trust and
its subsidiaries Mercantile Texas Realty Services, Inc. and Mercantile
Securities, Inc.; and


 


WHEREAS, it is the desire of the Company and
Texas State Bank that eligible employees of the former Mercantile
Bank & Trust and its subsidiaries Mercantile Texas Realty
Services, Inc. and Mercantile Securities, Inc., as a result of
becoming employees of the Company and Texas State Bank (and other subsidiaries
of the Company) pursuant to the merger, be entitled to participate in the Plan
as soon as is feasible, and further that their service with their acquired
employer be credited under the Plan for purposes of eligibility to participate
and vesting; and


 


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


 


NOW THEREFORE, IT IS HEREBY AGREED THAT the
Plan is hereby amended effective as of close of business January 14, 2005
as follows:


 


Schedule A to the Plan, Service of
Acquired Employees, shall be and hereby is amended and restated in the form
attached to this Amendment as Exhibit ”A.”


 


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IN WITNESS
WHEREOF, this Fifteenth Amendment to the Texas Regional Bancshares, Inc.
Amended and Restated Employee Stock Ownership Plan (with 401(k) Provisions) has
been executed this 8th day of March, 2005 to be effective as of the dates
provided above.


 


	
   

  	
  Texas Regional Bancshares, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ G.E. Roney

  	
   

  
	
   

  	
   

  	
  Glen E. Roney,

  
	
   

  	
   

  	
  Chairman of the Board and

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED TO AND ACCEPTED BY:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ G.E. Roney

  	
   

  	
   

  
	
  Glen E. Roney, Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Morris Atlas

  	
   

  	
   

  
	
  Morris Atlas, Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Frank N. Boggus

  	
   

  	
   

  
	
  Frank N. Boggus, Trustee

  	
   

  
						



 


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TEXAS
REGIONAL BANCSHARES, INC.

AMENDED AND RESTATED EMPLOYEE STOCK

OWNERSHIP PLAN (WITH 401(K) PROVISIONS)


 


Schedule “A”


 


Service of
Acquired Employees


 


The Employer, Texas Regional
Bancshares, Inc., grants “Years of Service” (as that term is defined in
Plan Section 2.76) to the following groups of acquired Employees for the
following periods of service with other employers, as of the dates indicated
below, and for the Plan purposes indicated below:


 


	
  Acquired Group

  (including date of hire)

  	
   

  	
  Participation Service

  (including limits)

  	
   

  	
  Vesting Service (including

  limits)

  	
   

  	
  Entry Date

  (including limits)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mid Valley Bank, 1992 (former participants
  in Mid Valley Bank Employees’ Pension Plan only)

  	
   

  	
  Yes; all service with Mid Valley Bank

  	
   

  	
  Yes; all service with Mid Valley Bank

  	
   

  	
  Immediately upon employment by Employer
  (and for compensation earned from Mid Valley Bank in 1992 and the Employer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First National Bank of South Texas, 1995
  (employees of Rio Grande City and Roma branches as of acquisition by Texas
  State Bank)

  	
   

  	
  Yes; all service with First National Bank
  of South Texas

  	
   

  	
  Yes; all service with First National Bank
  of South Texas

  	
   

  	
  Immediately upon employment by Employer
  (but only for compensation earned from the Employer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First State Bank & Trust Co., The
  Border Bank, 1996 (employees as of time of merger into Texas State Bank)

  	
   

  	
  Yes; all service with First State
  Bank & Trust Co., The Border Bank

  	
   

  	
  Yes; all service with First State
  Bank & Trust Co., The Border Bank

  	
   

  	
  Immediately upon employment by Employer
  (but only for compensation earned from the Employer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Brownsville National Bank, Texas
  Bank & Trust, and Bank of Texas, 1998

  	
   

  	
  Yes; all service with Brownsville National
  Bank, Texas Bank & Trust, and Bank of Texas

  	
   

  	
  Yes; all service with Brownsville National
  Bank, Texas Bank & Trust, and Bank of Texas

  	
   

  	
  Immediately upon employment by Employer
  (but only for compensation earned from the Employer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Harlingen Bancshares, Inc., HN
  Bancshares of Delaware, Inc., and Harlingen National Bank, August 15,
  1999

  	
   

  	
  Yes; all service with Harlingen Bancshares, Inc.,
  HN Bancshares of Delaware, Inc., and Harlingen National Bank

  	
   

  	
  Yes; all service with Harlingen
  Bancshares, Inc., HN Bancshares of Delaware, Inc., and Harlingen
  National Bank

  	
   

  	
  Immediately upon employment by Employer
  (but only for compensation earned from the Employer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Frost National Bank and Overton Park Bank
  (Frost National Bank data processing location in Grapevine, Texas), March 12,
  2002

  	
   

  	
  Yes; all service with Frost National Bank
  and Overton Park Bank

  	
   

  	
  Yes; all service with Frost National Bank
  and Overton Park Bank

  	
   

  	
  Immediately upon employment by Employer
  (but only for compensation earned from the Employer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Riverway Holdings, Inc., Riverway
  Holdings of Delaware, Inc., and Riverway Bank, time of 2002 merger

  	
   

  	
  Yes; all service with Riverway
  Holdings, Inc., Riverway Holdings of Delaware, Inc., and Riverway
  Bank

  	
   

  	
  Yes; all service with Riverway
  Holdings, Inc., Riverway Holdings of Delaware, Inc., and Riverway
  Bank

  	
   

  	
  Immediately upon employment by Employer
  (but only for compensation earned from the Employer)

  



 


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  San Juan Bancshares, Inc., San Juan
  Delaware Financial Corporation, Texas Country Bank, time of 2002 merger

  	
   

  	
  Yes; all service with San Juan
  Bancshares, Inc., San Juan Delaware Financial Corporation, Texas Country
  Bank

  	
   

  	
  Yes; all service with San Juan
  Bancshares, Inc., San Juan Delaware Financial Corporation, Texas Country
  Bank

  	
   

  	
  Immediately upon employment by Employer
  (but only for compensation earned from the Employer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corpus Christi Bancshares, Inc.,
  CCB-Nevada, Inc., and The First State Bank; February 14, 2003

  	
   

  	
  Yes; all service with Corpus Christi
  Bancshares, Inc., CCB-Nevada, Inc., and The First State Bank

  	
   

  	
  Yes; all service with Corpus Christi
  Bancshares, Inc.,  CCB-Nevada, Inc.,
  and The First State Bank

  	
   

  	
  Immediately upon employment by Employer
  (but only for compensation earned from the Employer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Southeast Texas Bancshares, Inc.,
  Community Bank & Trust, SSB, Port Arthur Abstract and Title Company,
  Southeast Texas Title Company, and Southeast Texas Insurance Services, L.P. (“its
  subsidiaries”) (for employees on date of merger) March 12, 2004

  	
   

  	
  Yes; all service with Southeast Texas
  Bancshares, Inc., its subsidiaries, and Secure Trust if credited by
  Southeast Texas Bancshares, Inc. (for employees on date of merger)

  	
   

  	
  Yes; all service with Southeast Texas
  Bancshares, Inc., its subsidiaries, and Secure Trust if credited by
  Southeast Texas Bancshares, Inc. (for employees on date of merger)

  	
   

  	
  Immediately upon employment by Employer
  (but only for eligible employees age 21 or more, and only for compensation
  earned from the Employer); in addition, Hours of Service with Southeast Texas
  Bancshares, Inc. and subsidiaries served from January 1, 2004-March 12,
  2004 shall be credited for purposes of allocating Employer Discretionary
  Optional Contributions if the employee is otherwise eligible

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Valley Mortgage Company, Inc., November 23,
  2004

  	
   

  	
  Yes; all service with Valley Mortgage
  Company, Inc. (for employees on date of merger)

  	
   

  	
  Yes; all service with Valley Mortgage
  Company, Inc. (for employees on date of merger)

  	
   

  	
  Immediately upon employment by Employer
  (but only for eligible employees age 21 or more, and only for compensation
  earned from the Employer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mercantile Bank & Trust and its
  subsidiaries Mercantile Texas Realty Services, Inc. and Mercantile
  Securities, Inc., January 14, 2005

  	
   

  	
  Yes; all service with Mercantile
  Bank & Trust and its subsidiaries Mercantile Texas Realty
  Services, Inc. and Mercantile Securities, Inc. (for employees on
  date of merger)

  	
   

  	
  Yes; all service with Mercantile
  Bank & Trust and its subsidiaries Mercantile Texas Realty
  Services, Inc. and Mercantile Securities, Inc., (for employees on
  date of merger)

  	
   

  	
  Immediately upon employment by Employer
  (but only for eligible employees age 21 or more, and only for compensation
  earned from the Employer)

  



 


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