<PAGE>
                                                                    EXHIBIT 10.4

                                     FORM OF
                         DEFERRED COMPENSATION AGREEMENT


         This Agreement, effective _______________, is entered into between
Texas United Bancshares, Inc. (the "Holding Company"), with its principal place
of business in La Grange, Texas, and ______________, a director of the Holding
Company (hereinafter referred to as the "Director").

         WHEREAS, the Director has served on the Board of Directors of the
Holding Company (hereinafter referred to as the "Board"), and for whom the Board
wishes to provide additional incentives for the Director's continued service;
and

         WHEREAS, the Director has contributed to the success and profitability
of the Holding Company and is expected to continue such contribution; and

         WHEREAS, the Holding Company and the Director desire to set forth their
agreement as to deferring a portion of the Director's fees as a deferred
compensation plan and to provide certain additional benefits in the case of the
Director's death while serving as a Director of the Holding Company.

         NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the Holding Company and the Director agree as follows:

         1. Director agrees to a reduction of the current payment of his
compensation for service on the Board by _______________________________________
($________) per year for a period of _____ (__) years, or such other amount as
shall be elected by the Director in a signed writing delivered to the Holding
Company, and to defer receipt of such amount until paid to him pursuant to later
provisions of this Agreement. Compensation reductions under this Agreement shall
cease at the end of the deferral period or after said Director attains age
_______ (__). The Director may change the amount of or suspend future deferrals
with respect to fees and retainers earned for calendar years commencing after
the date of change or suspension as he may specify by written notice to the
Holding Company. Following any such suspension, the Director may make a new
election to again become a deferral participant; however, the election to defer
shall be irrevocable for the particular year, and must be made prior to the
beginning of the calendar year.

         2. The Holding Company will record amounts deferred pursuant to section
1 in a separate Account (hereinafter referred to as the "Account") on the books
of the Holding Company.



<PAGE>

         3. Until all amounts held in the Account are fully paid out pursuant to
later provisions of this Agreement, the Holding Company will credit interest to
the Account at a rate of ten percent (10%) per annum, compounded monthly.

         4. The Account will be segregated from other assets owned by the
Holding Company only by way of its identification on the books and records of
the Holding Company as a liability of the Holding Company to the Director, and
the Account will be subject to the claims of general creditors of the Holding
Company.

         5. Amounts held in the Account will be payable to the Director upon the
first to occur of the following events:

                  (a) Termination of the Director's membership on the Board of
         the Holding Company; or

                  (b) Termination of this Agreement pursuant to Section 14; or

                  (c) At the first of the month next following the Director's
         __________ (____) birthday.

         6. Upon the occurrence of an event described in section 5, the Holding
Company will pay to the Director pursuant to section 7 amounts held in the
Account. However, if the Director dies prior to termination of his membership on
the Board and prior to attainment of age _______ (__), and at the time of such
death this Agreement has not been terminated or modified, the amount payable to
Director's beneficiary shall be the projected benefit based upon the original
deferral amount approved by the Board at plan inception and stated in Addendum
A. If the designated beneficiary dies before receiving all one hundred twenty
(120) monthly installments, the Holding Company shall pay the remaining
installments to the personal representative of the estate of the designated
beneficiary. Payments to the Director's designated beneficiary shall begin the
first day of the month following the month of the death of the Director;
provided, however, that anything hereinabove to the contrary notwithstanding, no
projected benefit shall be payable hereunder if it is determined that the
Director's death was caused by suicide on or before the ___ day of __________,
____. If suicide is the cause of death on or prior to the ___ day of _________,
____, then the Director's beneficiary will receive as their sole benefit the
Account balance referenced in section 2. In the event of the death of the
Director after attaining age _______ (__) and the Director has been receiving
payments described in section 7, such payments shall continue to be made for the
remaining period of time to the Director's designated beneficiary.

         7. Amounts payable to the Director upon the occurrence of an event
described in section 5 shall be paid promptly to the Director in substantially
equal monthly installments over a ten (10) year period. Notwithstanding the
preceding, if the Director's service to the Holding Company is terminated for
any reason (whether or not for cause, and whether or not voluntarily) prior to
the Director attaining the age of _______ (__) other than for death, disability,
or early retirement, amounts payable to the Director shall be



                                       2
<PAGE>

paid in a lump sum within six (6) months of the Director's date of termination.
If the Director's service to the Holding Company is terminated prior to
attaining age _______ (__) due to disability or early retirement, the Holding
Company, in its sole discretion, may defer payment until Director attains age
_______ (__). If the Director dies prior to age _______ (__), the Holding
Company's only obligation is to pay the amount in the Account referenced in
section 2 in a lump sum to said Director's designated beneficiary.

         8. Director may request in a signed writing delivered to the Board,
that the Holding Company pay a hardship distribution to the Director from
amounts held in the Account. Hardship means an unforeseen event or situation
that creates an extraordinary financial need that cannot reasonably be met by
other resources of the Director. The Board shall elect in its sole discretion
whether or not to grant such request.

         9. Any amounts payable to the Director's designated beneficiary
pursuant to this Agreement will be paid to the beneficiary designated by the
Director in a signed writing delivered to the Holding Company. Director has the
right to change his beneficiary designation by delivering to the Holding Company
a subsequent signed writing. If Director does not designate a beneficiary in the
manner described in this section, or if the designated beneficiary has
predeceased the Director, then amounts payable hereunder will be payable first
to the Director's surviving spouse; and if the Director has no surviving spouse,
then such amounts will then be payable to the Director's estate or as provided
by a decree of distribution or other proper order by the court having
jurisdiction of such estate. No one other than the Director shall have any right
to designate a beneficiary.

         10. The right to receive payments under this Agreement shall not be
assigned or encumbered, or subject to anticipation, garnishment, attachment, or
any other legal process of creditors of the Director or of any designated
beneficiary. If the Director or a designated beneficiary attempts to assign such
right, the Board, in its sole discretion, may suspend, reduce or terminate any
or all rights created by this Agreement as to the Director or the designated
beneficiary attempting said assignment.

         11. Nothing in this Agreement shall be construed as giving the Director
the right to be retained on the Holding Company's Board. The Director shall
remain subject to discharge at any time and to the same extent as if this
Agreement had not been executed.

         12. The Holding Company does not assure or guarantee the tax
consequences of payments provided hereunder or matters beyond its control, and
the Director certifies that his decision to reduce and defer receipt of his
compensation is not due to any reliance upon financial, tax or legal advice
given by the Holding Company or any of its employees.

         13. This Agreement may be amended at any time by the Holding Company in
writing; however, no amendment may be made which will reduce amounts payable to
Director or his designated beneficiary below the then Account balance, without
such person's written consent.




                                       3
<PAGE>

         14. This Agreement may be terminated by the Board upon ninety (90) days
advance written notice to the Director. If this Agreement is terminated by the
Board, then at the Board's sole discretion it may distribute the Director's
Account to the Director in a lump sum within six (6) months of termination.

         IN WITNESS WHEREOF, the parties hereof have entered into this Agreement
at Texas United Bancshares, Inc., La Grange, Texas, as of the date first above
written.


                                     TEXAS UNITED BANCSHARES, INC.


                                     BY:
                                         ---------------------------------------
                                     ITS:
                                          --------------------------------------






                                     -------------------------------------------
                                     [NAME]




                                       4
<PAGE>

                             BENEFICIARY DESIGNATION

I, ______________, designate the following as beneficiary of any death benefits
payable under the Deferred Compensation Agreement between myself and Texas
United Bancshares, Inc., La Grange, Texas:

Primary Beneficiary

Name                                         Relationship
     --------------------------------------               ---------------------

Address
        -----------------------------------------------------------------------

Contingent Beneficiary (to receive the benefits if there is no surviving Primary
Beneficiary)

Name                                         Relationship
     --------------------------------------               ---------------------

Address
        -----------------------------------------------------------------------


NOTE: TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE AND
THE EXACT DATE OF THE TRUST AGREEMENT.

I understand that I may change these beneficiary designations by filing a new
written designation with the Holding Company. I further understand that the
designations will be automatically revoked if the beneficiary predeceases me,
or, if I have named my spouse as beneficiary, in the event of the dissolution of
our marriage.

                                     Consented to by Director's spouse:
Director's Signature:                Spouse's Signature:


---------------------------   -------------------------------------------------
[Name]


Date:                         Date:
      ---------------------         -------------------------------------------


Accepted by the Holding Company this ____ day of ________________, ________.


By:
    ----------------------------------------


Title:
       -------------------------------------
<PAGE>

                                   ADDENDUM A


The greater of: (i) _______________________________________ Dollars ($______)
per month for one hundred twenty (120) months; or, (ii) payment of the Account
in substantially equal monthly installments over a period of one hundred twenty
(120) months, with interest credited to any unpaid portion of the Account in
accordance with section 3 of this agreement.