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                                  EXHIBIT 4.10

                         Texas Regional Bancshares, Inc.
                        2002 Incentive Stock Option Plan



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                         TEXAS REGIONAL BANCSHARES, INC.

                        2002 INCENTIVE STOCK OPTION PLAN



      Texas Regional Bancshares, Inc., a Texas corporation (hereinafter called
the "Corporation") believes that allowing certain key employees to obtain shares
of the Class A Voting Common Stock of the Corporation through the use of stock
options hereinafter provided for will be beneficial to the initial and continued
success of the Corporation. In furtherance of the foregoing, the Corporation
hereby establishes the Texas Regional Bancshares, Inc. 2002 Incentive Stock
Option Plan (the "Plan").

      1. PURPOSE. The purpose of the Plan is to secure for the Corporation and
its stockholders the benefits which flow from providing key employees of the
Corporation and its subsidiaries with the incentive inherent in common stock
ownership. It is generally recognized that stock option plans aid in retaining
competent employees and furnish a device to attract employees of exceptional
ability to the Corporation because of the opportunity offered to acquire a
proprietary interest in the business. For purposes of the Plan, a subsidiary is
any corporation in which the Corporation owns, directly or indirectly, stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock or over which the Corporation has effective operating control.
The Corporation intends that any stock option granted or exercised under this
Plan qualify as an "incentive stock option" which is given favorable income tax
treatment under Section 422 of the Internal Revenue Code of 1986, as amended
from time to time, and pertinent regulations.

      2.    AMOUNT OF STOCK.

            (a) The total number of shares of Class A Voting Common Stock to be
      subject to options granted pursuant to the Plan shall not exceed one
      hundred thousand (100,000) shares of the Corporation's Class A Voting
      Common Stock (hereinafter referred to as the "Common Stock" or the
      "Stock") each having a par value of $1.00.

            (b) In the event of (i) stock dividends, stock splits, or
      subdivisions, combinations or reclassifications of the Stock, or (ii) the
      merger or consolidation of the Corporation with any other business entity,
      the sale of all or substantially all of the Corporation's assets, the
      liquidation or dissolution the Corporation, or any other form of corporate
      reorganization or other similar capital change, the number and kind of
      shares of stock of the Corporation described in the Plan or to be granted
      under the Plan, the number and kind of shares of stock of the Corporation
      subject to options then outstanding under the Plan, the maximum number of
      shares for which options may be issued under the Plan, the option price
      and other relevant provisions shall be appropriately adjusted. The
      determination of the Board of Directors, or the Committee appointed by the
      Board as herein provided, as to any dispute related to adjustments shall
      be binding on all persons.

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            (c) In the event that options granted under this Plan shall expire,
      terminate unexercised or otherwise lapse without being exercised in whole
      or in part, the shares covered by the unexercised portion of the expired,
      terminated or lapsed options shall be available for future grants under
      the Plan, within the limits herein described.

            (d) The stock to be issued under the Plan may constitute an original
      issue of authorized stock or may consist of previously issued stock
      acquired by the Corporation, as shall be determined by the Board or the
      Committee.

      3. STOCK OPTION COMMITTEE. The Board of Directors of the Corporation (the
"Board") shall from time to time appoint a Stock Option Committee (the
"Committee") to serve under this Plan. The Committee shall consist of either:

      (i)   Three or more directors, none of whom are, on the date selected for
            the Committee, and for one year prior thereto, eligible for
            selection under the Plan, any other plan of the Corporation or any
            affiliate of the Corporation to acquire stock, stock options or
            stock appreciation rights of the Corporation or any of its
            affiliates, and who otherwise meet the definition of a "Non-Employee
            Director for purposes of Rule 16b-3(d)(1) as promulgated by the
            Securities and Exchange Commission pursuant to the Securities
            Exchange Act of 1934, as amended; or

      (ii)  The entire Board of Directors of the Corporation, so long as a
            majority of the Board and a majority of the Directors acting as
            members of the Committee are not, at the time of selection for the
            Committee, and for one year prior thereto, eligible for selection
            under the Plan, any other plan of the Corporation or any affiliate
            of the Corporation to acquire stock, stock options or stock
            appreciation rights of the Corporation or any of its affiliates.

      A person serving on the Committee shall not be considered as being
eligible to acquire stock, stock options, or stock appreciation rights if such
eligibility is under the terms of an employee benefit plan of the Corporation
which is open to all employees of the Corporation and the eligibility and
allocation criteria are fixed and uniform for all employees.

      Persons serving on the Committee may receive options if such options being
granted to any such person are subject to shareholder approval and are
independent of any type of plan.

      The Committee shall have authority, consistent with the Plan:

            (a) to determine which of the key employees of the Corporation and
      its subsidiaries shall be granted options;

            (b) to determine the time or times when options shall be granted and
      the number of shares of Common Stock to be subject to each option;


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            (c) to determine the option price of the shares subject to each
      option and the method of payment of such price;

            (d) to determine the time or times when each option becomes
      exercisable and the duration of the exercise period, subject to the
      limitations contained in Paragraph 6(b);

            (e) to prescribe the form or forms of the instruments evidencing any
      options granted under the Plan and of any other instruments required under
      the Plan and to change such forms from time to time;

            (f) to adopt, amend and rescind rules and regulations for the
      administration of the Plan and the options and for its own acts and
      proceedings;

            (g) to decide all questions and settle all controversies and
      disputes which may arise in connection with the Plan; and

            (h) to take other actions permitted of the Committee by this Plan,
      authority hereafter granted by the Board or as permitted by law.

All decisions, determinations and interpretations of the Committee shall be
final and binding on all parties concerned.

      4. ELIGIBILITY AND PARTICIPATION. Options may be granted pursuant to the
Plan to employees of the Corporation and any parent or subsidiary of the
Corporation (hereinafter sometimes called "employee" or "employees"); provided
that no option may be granted under the Plan to an employee who, immediately
before or at the time such option is granted, owns stock possessing more than
ten percent (10%) of the total combined voting power or value of all classes of
stock of the employer corporation or of any parent or subsidiary corporation.
For the purposes of the preceding sentence: (a) the employee shall be considered
as owning the stock owned directly or indirectly by or for himself, the stock
which the employee may purchase under outstanding options, and the stock owned,
directly or indirectly, by or for his brothers and sisters (whether of the whole
or half blood), spouse, ancestors, and lineal descendants; and (b) stock owned,
directly or indirectly, by or for a corporation, partnership, estate, or trust
shall be considered as being owned proportionately by or for its shareholders,
partners, or beneficiaries.

      From time to time the Committee shall select the employees to whom options
may be granted by the Board and shall determine the number of shares to be
covered by each option so granted. Future as well as present employees
(including employees who are directors) shall be eligible to participate in the
Plan. If the entire Board constitutes the Committee, then members of the
Committee that are otherwise eligible to participate in the Plan shall be
allowed to participate in the Plan, provided that such eligible members
constitute a minority of the Board, and provided further, that any individual
member of the Committee allowed to participate will be prohibited from voting
upon or in any way influencing the other members of the Committee in designating
such individual member as a recipient of option grants or in exercising any
other discretion granted to the Committee regarding the option grants to such
individual member. If the Committee is appointed


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under the terms of subparagraph (i) of Section 3 hereof, then members of the
Committee (including those who are key employees of the Corporation or a
subsidiary corporation of the Corporation) shall not be eligible to participate
in the Plan.

      The adoption of the Plan does not confer upon any employee of the
Corporation or a subsidiary any right to continue employment with the
Corporation or a subsidiary, as the case may be, nor does it interfere in any
way with the right of the Corporation or a subsidiary to terminate the
employment of any of its employees at any time.

      5. OPTION AGREEMENT. The terms and provisions of options granted pursuant
to the Plan shall be set forth in agreements (which need not be identical) in
such form and containing such provisions as are consistent with this Plan as the
Board or the Committee may from time to time approve (individually an "Option
Agreement" and collectively the "Option Agreements"). An Option Agreement may
incorporate all or any of the terms hereof by reference and shall comply with
and be subject to the terms and conditions herein provided.

      6. PRICE. The purchase price per share of Common Stock purchasable under
options granted pursuant to the Plan shall be an amount equal to one hundred
percent (100%) of the fair market value of the stock, as determined by the Board
or the Committee, at the time the options are granted. The full purchase price
of shares purchased shall be paid upon exercise of the option in the manner and
by the means set forth in the employee's Option Agreement. The consideration
shall be paid either in cash, by check, or for such other consideration as the
Board or Committee may approve. Under certain circumstances the purchase price
per share shall be subject to adjustment as referred to in Section 11 of this
Plan and as described in the Option Agreement executed pursuant to a grant under
this Plan; however, the price per share of Common Stock purchasable under
options granted pursuant to the Plan shall not be subject to adjustment after
the date of grant in the absence of the occurrence of an event described in
Section 11.

      7. EXERCISE PERIOD. The right to purchase any Common Stock pursuant to the
exercise of an option granted under this Plan may be either cumulative or
non-cumulative, as determined by the Board or the Committee. Any Common Stock
purchasable pursuant to the exercise of an option granted under this Plan will
be purchasable in accordance with the schedule set forth in the Option Agreement
between the Corporation and the employee receiving the option, subject to any
other limitation provided in this Plan or in the employee's Option Agreement. A
person electing to exercise an option shall give notice as described in his or
her Option Agreement, such notice to be accompanied by such instruments or
documents as may be required by the Option Agreement and the Committee, and
unless otherwise directed by the Committee, the employee shall at the time of
exercise tender the purchase price of the shares he or she has elected to
purchase. Unless otherwise provided in the particular Option Agreement, in the
event the portion of Common Stock purchasable under the Option Agreement
involves a fraction of a share, the amount purchasable at that time shall be
rounded upward to the next complete share to allow the purchase of a complete
share of Common Stock.

      8. OPTION PERIOD. No option granted pursuant to the Plan shall be
exercisable after the expiration of ten (10) years from the date the option is
first granted. The expiration date for any option or portion thereof, which may
be any period not in excess of ten (10) years following the date of grant of the
option, shall be stated in the Option Agreement and is hereinafter called the
"Expiration Date".


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      Notwithstanding any other provision of this Plan, no option shall be
granted under this Plan more than ten (10) years after the date this Plan is
adopted by the Board, or the date this Plan is approved by the Common Stock
stockholders, whichever is earlier.

      9.    TERMINATION OF EMPLOYMENT.  The Option Agreement may provide that:

            (a) If, prior to the Expiration Date for any option granted
      hereunder, the employee shall for any reason whatever, other than (1) his
      permanent and total disability as defined in (c) below, or (2) his death,
      cease to be employed by the Corporation, or a parent or subsidiary
      corporation of the Corporation, then any unexercised portion of such
      option shall automatically terminate upon the date of such termination of
      employment.

            (b) If, prior to the Expiration Date for any option granted
      hereunder, the employee shall die at a time when he had been employed by
      the Corporation, or a parent or subsidiary corporation of the Corporation,
      from the date of granting of such option until the date of his death, then
      the legal representatives of his estate or a legatee or legatees of the
      option shall have the right, for a period of three (3) months after his
      death, to purchase all or any part of the Stock subject to the option
      outstanding and unexpired as of his date of death.

            (c) If, prior to the Expiration Date for any option granted
      hereunder, the employee shall cease to be employed by the Corporation, or
      a parent or subsidiary corporation of the Corporation, because he becomes
      permanently and totally disabled, as hereafter defined, and prior to such
      termination of employment by reason of disability the employee had been
      employed by the Corporation, or a parent or subsidiary of the Corporation,
      at all times since the date of the granting of such option, then such
      employee or his legal representative shall have the right, for a period of
      one (1) year from the date of such termination of employment by reason of
      disability, to exercise any right to purchase Stock pursuant to the
      option.

      An employee is "permanently and totally disabled" if he is unable to
      engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment which can be expected to result
      in death or which has lasted or can be expected to last for a continuous
      period of not less than twelve (12) months. Such determination of
      permanent and total disability shall be made as allowable under Section
      22, and applicable regulations, of the Internal Revenue Code of 1986, as
      amended, or any other applicable method necessary for the continued
      qualification of this Plan under Section 422 of the Internal Revenue Code.
      In the absence of any specific requirements for this determination, the
      decision of the Board or the Committee, as aided by any physicians they
      designate, shall be conclusive.

Nothing in (a), (b), or (c) shall extend the time for exercising any option
granted pursuant to the Plan beyond the Expiration Date for the option. Any
Option Agreement may contain or otherwise




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provide for conditions giving rise to the forfeiture of Stock or a repurchase
right with respect to Stock acquired pursuant to an Option Agreement executed
pursuant to this Plan, and may also provide for such restrictions on the
transferability of shares of Stock acquired pursuant to an Option Agreement
executed pursuant to this Plan, that the Board or the Committee in its sole and
absolute discretion may deem proper or advisable. The conditions giving rise to
forfeiture or right of repurchase may include, but need not be limited to, the
requirement that the optionee render substantial services to the Corporation or
any subsidiary of the Corporation for a specified period of time. The
restrictions on transferability may include, but need not be limited to, options
and rights of first refusal in favor of the Corporation.

      10. ASSIGNABILITY. The Option Agreement shall provide that the option
granted thereby shall not be transferable or assignable by the employee
otherwise than by will or by the laws of descent and distribution, and during
the lifetime of the employee shall be exercisable only by him or her.

      11. ADJUSTMENTS AND MODIFICATIONS. The Option Agreement may contain such
provisions as the Board or the Committee may approve concerning the effect upon
the option granted thereby and upon the per share or per unit option price, of
(i) stock dividends, stock splits, or subdivisions, combinations or
reclassifications of the Stock, or (ii) the merger or consolidation of the
Corporation with any other business entity, the sale of all or substantially all
of the Corporation's assets, the liquidation or dissolution the Corporation, or
any other form of corporate reorganization or other similar capital change.
Subject to the terms and conditions and within the limitations of this Plan, the
Board or Committee may modify, extend, or renew outstanding rights granted under
this Plan, or accept the surrender of outstanding rights (to the extent not
theretofore exercised). Notwithstanding the foregoing, no modification of an
option shall, without the consent of the optionee, alter or impair any rights of
the optionee under the option.

      12. ISSUANCE REQUIREMENTS. The Corporation shall not be obligated to issue
any shares unless and until, in the opinion of the Corporation's counsel, (i)
all applicable laws and regulations have been complied with, (ii) in the event
the Corporation's Common Stock is at the time listed upon any stock exchange or
approved for trading on the Nasdaq Stock Market, the shares to be issued have
been listed or trading shall otherwise be authorized upon official notice of
issuance, and (iii) all other legal matters in connection with the issuance and
delivery of shares shall have been approved by the Corporation's counsel. The
participant shall take any action reasonably requested by the Corporation in
connection therewith. Without limiting the generality of the foregoing, the
Corporation may require from the participant such investment representation or
such agreement, if any, as counsel for the Corporation may consider necessary in
order to comply with the Securities Act of 1933 as then in effect, and may
require that the participant agree that any sale of the shares will be made only
in such manner permitted by law. A legend to this effect may be affixed to the
certificates evidencing such shares. A participant shall have the rights of a
stockholder only as to shares actually acquired by him under the Plan.

      13.   CORPORATE MERGER, CONSOLIDATION, REORGANIZATION, ETC.

            (a) In the event of a dissolution or liquidation of the Corporation
      or a merger or consolidation in which the Corporation is not the surviving
      corporation, any outstanding options hereunder may be terminated by the
      Corporation as of the effective date of such

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      dissolution, liquidation, merger or consolidation by giving notice to each
      holder thereof or his personal representative of its intention to do so
      and by permitting the exercise during a period of not more than a
      specified number of days determined by the Board next preceding such
      effective date, or the Expiration Date, whichever is earlier, of all of
      such outstanding options in whole or in part without regard to the
      provisions of Section 7 hereof. Subject to the preceding sentence, if the
      Corporation is reorganized or merged or consolidated with another
      corporation, while unexercised options are outstanding under the Plan, and
      the Corporation is not the surviving corporation, there shall be
      substituted for the Common Stock subject to the unexercised and
      outstanding options an appropriate number of shares of each class of stock
      or other securities of the reorganized or merged or consolidated
      corporation which were distributed to shareholders of the Corporation in
      respect of the Common Stock. Such substitution may be accomplished by the
      assumption of such options by the surviving corporation or the
      substitution for the old options of new options by the surviving
      corporation.

            (b) The existence of the Plan and any options granted hereunder
      shall not affect in any way the right or power of the Board or the
      stockholders of the Company to make or authorize any adjustment,
      recapitalization, reorganization, reclassification or other change in the
      Company's capital structure or its business, any merger, consolidation or
      separation of the Company, any issue of bonds, debentures, preferred or
      prior preference stocks ahead of or affecting Common Stock or the rights
      thereof, the dissolution or liquidation of the Company or any sale or
      transfer of all or any part of its assets or business, or any other
      corporate act or proceeding.

      14. AMENDMENT OF THE PLAN. The Board of Directors of the Corporation may
from time to time alter, amend, suspend or discontinue the Plan and make rules
for its administration, except that the Board shall not amend the Plan in any
manner which would have the effect of preventing options issued under the Plan
from being "incentive stock options" as defined in Section 422 of the Internal
Revenue Code of 1986 (as amended).

      15. OPTIONS DISCRETIONARY. The granting of options under the Plan shall be
entirely discretionary and nothing in the Plan shall be deemed to give any key
employee any right to participate in the Plan or to receive options.

      16. STOCKHOLDER APPROVAL. The Plan will be submitted to the Common Stock
stockholders of the Corporation within twelve (12) months of the date of the
adoption of the Plan by the Board.

      17. TERMINATION OF PLAN. This Plan shall terminate ten (10) years after
its approval by the Common Stock stockholders or adoption by the Board,
whichever is earlier. Any option outstanding under this Plan at the time of its
termination shall remain in effect until the option shall have been exercised or
the Expiration Date, whichever is earlier.

      18. REPLACEMENT OPTIONS. The Corporation may grant options under the Plan
on terms differing from those provided for in this Plan where such options are
granted in substitution for options held by employees of other corporations who
have become employees of the Corporation or a subsidiary as the result of a
merger, consolidation or other reorganization of the employing

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corporation with the Corporation or subsidiary, or the acquisition by the
Corporation or a subsidiary of the business, property or stock of the employing
corporation. The Committee may direct that the substitute options be granted on
such terms and conditions as the Committee considers appropriate in the
circumstances.

      19. ADOPTION OF PLAN BY BOARD. The undersigned hereby certifies that this
Plan is the true and correct 2002 Texas Regional Bancshares, Inc., Incentive
Stock Option Plan of the Corporation voted upon and adopted at a meeting of the
Board of Directors duly held on the 12th day of March, 2002.