Exhibit 10.2


 


AMENDMENT NUMBER SIXTEEN

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 March 1, 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, Pursuant to Section 10.1 of the
Plan, the Company has the right to amend the Plan, provided that the Trustees
join in such Amendment, if the provisions of the Plan affecting the Trustees
are amended; and


 


WHEREAS, certain provisions of the Plan
reserve to the Board of Directors the authority to approve Employer
contributions to the Plan; and


 


WHEREAS, the Directors desire to delegate to
the Chairman and Chief Executive Officer of the Company the authority to
determine the timing and amount of such Employer contributions to the Plan.


 


NOW, THEREFORE, IT IS HEREBY RESOLVED THAT
the Plan is hereby amended effective as of March 1, 2005, as follows:


 


PLAN SECTION 5.1, FORMULA FOR DETERMINING EMPLOYER
CONTRIBUTION, IS AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:


 


5.1                               FORMULA FOR
DETERMINING EMPLOYER CONTRIBUTION


 


For each Plan Year, the Employer shall contribute to
the Plan:


 


(a)                                  The
amount of the total salary reduction elections of all Participants made
pursuant to Section 5.2(a), which amount shall be deemed an Employer
Elective Contribution.  As provided in Section 5.2(b),
the interest of a Participant in the Salary Reduction Contributions allocated
to his account will always be 100% vested.


 


(b)                                 On
behalf of each Participant who is eligible to share in Employer Discretionary
Matching Contributions for the Plan Year, an Employer Discretionary Matching
Contribution in an amount determined at the sole discretion of the Employer, on
behalf of each Participant up to a maximum of one hundred percent (100%) of the
Participant’s Salary Reduction Contributions, provided, however, that the
maximum Employer Discretionary Matching Contribution shall be based on a
Participant’s Salary Reduction Contribution of up to four percent (4%) of such
Participant’s Compensation from and after the Participant’s effective date of
participation with respect to salary reduction elections. The interest of a
Participant in the Employer Discretionary Matching Contributions allocated to
his account will always be 100% vested.


 


(c)                                  An
Employer Discretionary Optional Contribution, which shall be determined in the
sole discretion of the Employer.  The
interest of a Participant in the Employer Discretionary Optional Contributions
allocated to his account will become nonforfeitable pursuant to the vesting schedule contained
in Section 8.4(b).


 


(d)                                 Additionally,
to the extent necessary, the Employer shall contribute to the Plan the amount
necessary to provide the top heavy minimum contribution.  All contributions by the Employer shall be
made in cash or in such property as is acceptable to the Trustee.


 


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IT IS FURTHER RESOLVED THAT the Directors
hereby delegate the Employer’s discretionary authority to make Employer
Discretionary Matching Contributions and Employer Discretionary Optional
Contributions, as specified in Plan Section 5.1, as amended, to Glen E.
Roney, Chairman of the Board and Chief Executive Officer, until further notice.


 


IN WITNESS
WHEREOF, this Sixteenth 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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