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                                                                     EXHIBIT 4.5
                                                                     -----------

                 FIRST AMENDMENT TO THE SOUTHWEST BANK OF TEXAS
                              401(k) SAVINGS PLAN

     This Amendment is made this 15th day of, November, 1994 by Southwest Bank
     of Texas, N.A.

     WITNESSETH:

     WHEREAS, Southwest Bank of Texas, N.A. (The "Company") previously adopted
     the Southwest Bank of Texas, N.A. Employees' Profit Sharing and Savings
     Plan; and

     WHEREAS, under Article XII of the Plan, the Company has retained the right
     to amend the Plan;

     NOW, THEREFORE, notwithstanding any other provision of the Plan to the
     contrary, the following amendments are made to the plan effective as noted
     herein:


1.   Effective January 1, 1994, Section 1.08(A) is replaced in its entirety with
     the following:

(A)  Limitations on Compensation

     (1)  Compensation limitations after January 1, 1994.  In addition to other
          applicable limitations set forth in the plan, and notwithstanding any
          other provision of the plan to the contrary, for plan years beginning
          on or after January 1, 1994, the annual compensation of each employee
          taken into account under the plan shall not exceed the OBRA '93 annual
          compensation limit.  The OBRA '93 annual compensation limit is
          $150,000, as adjusted by the Commissioner for increases in the cost of
          living in accordance with section 401(a)(17)(B) of the Internal
          Revenue Code.  The cost-of-living adjustment in effect for a calendar
          year applies to any period, not exceeding 12 months, over which
          compensation is determined (determination period) beginning in such
          calendar year.  If a determination period consists of fewer than 12
          months, the OBRA '93 annual compensation limit will be multiplied by a
          fraction, the numerator of which is the number of months in the
          determination period, and the denominator of which is 12.

          For plan years beginning on or after January 1, 1994, any reference in
          this plan to the limitation under section 401(a)(17) of the Code shall
          mean the OBRA '93.

            For plan years beginning on or after January 1, 1994, any reference
          in this plan to the limitation under section 401(a)(17) of the Code
          shall mean the OBRA '93 annual compensation limit set forth in this
          provision.
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          If compensation for any prior determination period is taken into
          account in determining an employee's benefits accruing in the current
          plan year, the compensation for that prior determination period is
          subject to the OBRA '93 annual compensation limit in effect for that
          prior determination period.  For this purpose, for determination
          periods beginning before the first day of the first plan year
          beginning on or after January 1, 1994, the OBRA '93 annual
          compensation limit is $150,000.

     (2)  Application of compensation limitation to certain family members.  The
          $150,000 Compensation limitation applies to the combined Compensation
          of the Employee and of any family member aggregated with the Employee
          under Section 1.17 who is either (i) the Employee's spouse; or (ii)
          the Employee's lineal Descendant under  the age of 19.  If, for a Plan
          Year, the combined Compensation of the Employee and such family
          members who are Participants entitled to an allocation for that Plan
          Year exceeds the $150,000 (or adjusted) limitation, "Compensation" for
          each such Participant, for purposes of the contribution and allocation
          provisions of Article III, means his Adjusted Compensation.  Adjusted
          Compensation is the amount which bears the same ratio to the $150,000
          (or adjusted) limitation as the affected Participant's Compensation
          (without regard to the $150,000 Compensation limitation) bears to the
          combined Compensation of all the affected Participants in the family
          unit.

2.   Effective January 1, 1995, Section 2.01 is replaced in its entirety with
     the following:

     2.01 ELIGIBILITY.  Each Employee becomes a Participant in the plan on the
          first day of the quarter coinciding with or next following the later
          of the date on which he completes one Year of Service or attains age
          eighteen (18).  Each Employee who was a Participant in the Plan on the
          day before the Effective Date of this restated Plan continues as a
          Participant in the Plan.

3.   Effective January 1, 1994, Section 2.02 is replaced in its entirety with
     the following:

     2.02 YEAR OF SERVICE - ELIGIBILITY/PARTICIPATION.  "Year of Service" for
          Eligibility and Participation purposes means an Employee shall be
          credited with a Year of Service in any Computation Period that he
          completes 1,000 Hours of Service, unless such Service can be
          disregarded under the Break in Service rules.  An employee shall be
          credited with 190 Hours of Service whenever at least one Hour of
          Service is earned in a monthly period.  "Computation Period" shall be
          measured on the twelve consecutive month period beginning with the
          Employee's Employment Commencement Date and each anniversary thereof.

4.   Effective January 1, 1994, Section 5.05 is replaced with the following:

     5.05 YEAR OF SERVICE - VESTING.  For purposes of Vesting and all other
          provisions of the Plan "Year of Service" means each Participant shall
          be credited with a year of Service in any Plan Year during which he
          completes at least 1,000 Hours of Service with the Employer.
          Participant shall be credited with 190 hours of service whenever

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          at least one Hour of Service is earned in a monthly period, unless the
          Plan reference specifies a modification to this definition.

5.   Effective January 1, 1994, Section 9.10 beginning with the paragraph which
     begins with "Special Provisions for Employer Matching Contribution Account
     and Qualified Match Contribution Account." the last sentence of which will
     be replaced with the following:

     The fair market value of the Employer securities will be determined
     quarterly by an independent third party appraiser.

6.   Effective January 1, 1994, Section 10.14 is replaced with the following:

     10.14 VALUATION OF TRUST. The Trustee shall value the Trust Fund as of each
           Accounting Date to determine the fair market value of the cash
           portion of each Participant's Deferral Contributions Account and the
           segment of this Employer Matching Contributions Account and Qualified
           Matching Contributions Account, if any, accrued prior to July 1,
           1993. That portion of the Participant's Account Balance allocated to
           the Employer Matching Contributions Account, the Discretionary
           Contributions Account and the Qualified Matching Contributions
           Account, if any, allocated after July 1, 1993, shall be valued as of
           the Accounting Date. The Trustee also may value the Trust Fund on
           such other interim valuation dates as he deems appropriate.


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     IN WITNESS WHEREOF, the Employer and the Trustee have executed this Plan
and Trust this 15th day of November, 1994.


SOUTHWEST BANK OF TEXAS, N.A.             David C. Farries
                                       -------------------------------
                                                Trustee


BY:     Kim Zabin                         Paul B. Murphy
   ----------------------------        -------------------------------
                                                Trustee


                                          Sharon K. Sokol
                                       -------------------------------
                                                Trustee


                                          Kim Zabin
                                       -------------------------------
                                                Trustee



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