Exhibit 10.20


 


AMENDMENT NUMBER EIGHT

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)(the “Plan”) adopt the following
amendments to the Plan effective as of January 1, 2003.


 


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


 


WHEREAS,
pursuant to final Treasury Regulations and subsequent guidance issued by the
Internal Revenue Service, the Plan’s provisions for required minimum
distributions must be timely amended by adoption of a model amendment to the
Plan.


 


NOW THEREFORE,
IT IS HEREBY AGREED THAT the Plan is hereby amended for purposes of determining
required minimum distributions for calendar years beginning on or after January
1, 2003, by the addition to the Plan of Appendix “A,” in the form attached to
these resolutions and incorporated herein.


 


IN WITNESS
WHEREOF, this Amendment Number Eight to the Texas Regional Bancshares, Inc.
Amended and Restated Employee Stock Ownership Plan (with 401(k) Provisions) has
been executed this 9th day of December, 2003 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

  



 

















 


Appendix A


 


ARTICLE A.  MINIMUM DISTRIBUTION REQUIREMENTS


 


REVENUE PROCEDURE 2002-29 (MODEL PLAN
AMENDMENT 1)


 


SECTION 1. GENERAL RULES


 


1.1.                              Effective
Date.  The provisions of this article
will apply for purposes of determining required minimum distributions for
calendar years beginning with the 2003 calendar year.


 


1.2.                              [Reserved]


 


1.3.                              Precedence.  The requirements of this article will take
precedence over any inconsistent provisions of the plan.


 


1.4.                              Requirements
of Treasury Regulations Incorporated. 
All distributions required under this article will be determined and
made in accordance with the Treasury regulations under section 401(a)(9) of the
Internal Revenue Code.


 


1.5.                              [Reserved]


 


SECTION 2.                                TIME AND
MANNER OF DISTRIBUTION.


 


2.1.                              Required
Beginning Date.  The participant’s
entire interest will be distributed, or begin to be distributed, to the
participant no later than the participant’s required beginning date.


 


2.2.                              Death
of Participant Before Distributions Begin. 
If the participant dies before distributions begin, the participant’s
entire interest will be distributed, or begin to be distributed, no later than
as follows:


 


(a)                                  If
the participant’s surviving spouse is the participant’s sole designated
beneficiary, then, except as provided in Section 6, distributions to the
surviving spouse will begin by December 31 of the calendar year immediately
following the calendar year in which the participant died, or by December 31 of
the calendar year in which the participant would have attained age 70 1/2, if
later.


 


(b)                                 If
the participant’s surviving spouse is not the participant’s sole designated
beneficiary, then, except as provided in Section 6, distributions to the
designated beneficiary will begin by December 31 of the calendar year
immediately following the calendar year in which the participant died.


 


(c)                                  If
there is no designated beneficiary as of September 30 of the year following the
year of the participant’s death, the participant’s entire interest will be
distributed by December 31 of the calendar year containing the fifth
anniversary of the participant’s death.


 


(d)                                 If
the participant’s surviving spouse is the participant’s sole designated
beneficiary and the surviving spouse dies after the participant but before
distributions to the surviving spouse begin, this section 2.2, other than
section 2.2(a), will apply as if the surviving spouse were the participant.


 


For purposes
of this section 2.2 and section 4, unless section 2.2(d) applies, distributions
are considered to begin on the participant’s required beginning date.  If section 2.2(d) applies, distributions are
considered to begin on the date distributions are required to begin to the
surviving spouse under section 2.2(a). 
If distributions under an annuity purchased from an insurance company
irrevocably commence to the participant before the participant’s required
beginning date (or to the participant’s surviving spouse before the date
distributions are required to begin to the surviving spouse under section
2.2(a)), the date distributions are considered to begin is the date
distributions actually commence.


 


2.3.                              Forms
of Distribution.  Unless the
participant’s interest is distributed in the form of an annuity purchased from
an insurance company or in a single sum on or before the required beginning
date, as of the first distribution calendar year distributions will be made in
accordance with sections 3 and 4 of this article.  If the participant’s interest is distributed in the form of an
annuity purchased from an insurance company, distributions thereunder will be
made in accordance with the requirements of section 401(a)(9) of the Code and
the Treasury regulations.


 


SECTION 3.                                REQUIRED
MINIMUM DISTRIBUTIONS DURING PARTICIPANT’S LIFETIME.


 


3.1.                              Amount
of Required Minimum Distribution For Each Distribution Calendar Year.  During the participant’s lifetime, the
minimum amount that will be distributed for each distribution calendar year is
the lesser of:


 


(a)                                  the
quotient obtained by dividing the participant’s account balance by the
distribution period in the Uniform Lifetime Table set forth in section
1.401(a)(9)-9 of the Treasury regulations, using the participant’s age as of
the participant’s birthday in the distribution calendar year; or


 

















 


(b)                                 if
the participant’s sole designated beneficiary for the distribution calendar
year is the participant’s spouse, the quotient obtained by dividing the
participant’s account balance by the number in the Joint and Last Survivor
Table set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the
participant’s and spouse’s attained ages as of the participant’s and spouse’s
birthdays in the distribution calendar year.


 


3.2.                              Lifetime
Required Minimum Distributions Continue Through Year of Participant’s
Death.  Required minimum distributions
will be determined under this section 3 beginning with the first distribution
calendar year and up to and including the distribution calendar year that
includes the participant’s date of death.


 


SECTION 4.                                REQUIRED
MINIMUM DISTRIBUTIONS AFTER PARTICIPANT’S DEATH.


 


4.1.                              Death
On or After Date Distributions Begin.


 


(a)                                  Participant
Survived by Designated Beneficiary.  If
the participant dies on or after the date distributions begin and there is a
designated beneficiary, the minimum amount that will be distributed for each
distribution calendar year after the year of the participant’s death is the
quotient obtained by dividing the participant’s account balance by the longer
of the remaining life expectancy of the participant or the remaining life
expectancy of the participant’s designated beneficiary, determined as follows:


 


(1)                                  The
participant’s remaining life expectancy is calculated using the age of the
participant in the year of death, reduced by one for each subsequent year.


 


(2)                                  If
the participant’s surviving spouse is the participant’s sole designated
beneficiary, the remaining life expectancy of the surviving spouse is
calculated for each distribution calendar year after the year of the
participant’s death using the surviving spouse’s age as of the spouse’s
birthday in that year.  For distribution
calendar years after the year of the surviving spouse’s death, the remaining
life expectancy of the surviving spouse is calculated using the age of the
surviving spouse as of the spouse’s birthday in the calendar year of the
spouse’s death, reduced by one for each subsequent calendar year.


 


(3)                                  If
the participant’s surviving spouse is not the participant’s sole designated
beneficiary, the designated beneficiary’s remaining life expectancy is
calculated using the age of the beneficiary in the year following the year of
the participant’s death, reduced by one for each subsequent year.


 


(b)                                 No
Designated Beneficiary.  If the
participant dies on or after the date distributions begin and there is no
designated beneficiary as of September 30 of the year after the year of the
participant’s death, the minimum amount that will be distributed for each
distribution calendar year after the year of the participant’s death is the
quotient obtained by dividing the participant’s account balance by the
participant’s remaining life expectancy calculated using the age of the
participant in the year of death, reduced by one for each subsequent year.


 


4.2.                              Death
Before Date Distributions Begin.


 


(a)                                  Participant
Survived by Designated Beneficiary. 
Except as provided in Section 6, if the participant dies before the
date distributions begin and there is a designated beneficiary, the minimum
amount that will be distributed for each distribution calendar year after the
year of the participant’s death is the quotient obtained by dividing the
participant’s account balance by the remaining life expectancy of the
participant’s designated beneficiary, determined as provided in section 4.1.


 


(b)                                 No
Designated Beneficiary.  If the
participant dies before the date distributions begin and there is no designated
beneficiary as of September 30 of the year following the year of the
participant’s death, distribution of the participant’s entire interest will be
completed by December 31 of the calendar year containing the fifth anniversary
of the participant’s death.


 


(c)                                  Death
of Surviving Spouse Before Distributions to Surviving Spouse Are Required to
Begin.  If the participant dies before
the date distributions begin, the participant’s surviving spouse is the
participant’s sole designated beneficiary, and the surviving spouse dies before
distributions are required to begin to the surviving spouse under section
2.2(a), this section 4.2 will apply as if the surviving spouse were the
participant.


 


SECTION 5.                                DEFINITIONS.


 


5.1.                              Designated
beneficiary.  The individual who is
designated as the beneficiary under sections 2.6, 8.2, and 8.5 of the plan and
is the designated beneficiary under section 401(a)(9) of the Internal Revenue
Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.


 


5.2.                              Distribution
calendar year.  A calendar year for
which a minimum distribution is required. For distributions beginning before
the participant’s death, the first distribution calendar year is the calendar
year immediately preceding the calendar year which contains the participant’s
required beginning date.  For
distributions beginning after the participant’s death, the first distribution calendar
year is the calendar year in which distributions are required to begin under
section 2.2.  The required minimum
distribution for the participant’s first distribution calendar year will be
made on or before the participant’s required beginning date.  The required minimum distribution for other
distribution calendar years, including the required


 

















 


minimum distribution for the
distribution calendar year in which the participant’s required beginning date
occurs, will be made on or before December 31 of that distribution calendar
year.


 


5.3.                              Life
expectancy.  Life expectancy as computed
by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury
regulations.


 


5.4.                              Participant’s
account balance.  The account balance as
of the last valuation date in the calendar year immediately preceding the
distribution calendar year (valuation calendar year) increased by the amount of
any contributions made and allocated or forfeitures allocated to the account
balance as of dates in the valuation calendar year after the valuation date and
decreased by distributions made in the valuation calendar year after the
valuation date.  The account balance for
the valuation calendar year includes any amounts rolled over or transferred to
the plan either in the valuation calendar year or in the distribution calendar
year if distributed or transferred in the valuation calendar year.


 


5.5.                              Required
beginning date.  The date specified in
section 8.5(e)(1) or 8.5(f) of the plan.


 


SECTION 6.                                EFFECTIVE
DATE OF PLAN AMENDMENT FOR SECTION 401(A)(9) FINAL AND TEMPORARY TREASURY
REGULATIONS.


 


6.1                                 Effective
Date.  Article A, Minimum Distribution
Requirements, applies for purposes of determining required minimum
distributions for distribution calendar years beginning with the 2003 calendar
year.


 


6.2.                              Election
to Allow Participants or Beneficiaries to Elect 5-Year Rule.  Participants or beneficiaries may elect on
an individual basis whether the 5-year rule or the life expectancy rule in
sections 2.2 and 4.2 of Article A of the plan applies to distributions after
the death of a participant who has a designated beneficiary.  The election must be made no later than the
earlier of September 30 of the calendar year in which distribution would be required
to begin under section 2.2 of Article A of the plan, or by September 30 of the
calendar year which contains the fifth anniversary of the participant’s (or, if
applicable, surviving spouse’s) death. 
If neither the participant nor beneficiary makes an election under this
paragraph, distributions will be made in accordance with sections 2.2 and 4.2
of Article A of the plan and, if applicable, the elections in section 2 above.