Exhibit 10.28


 


AMENDMENT NUMBER FOURTEEN


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 November 23, 2004.


 


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,
the Company and Valley Mortgage Company, Inc. entered into an Agreement and
Plan of Reorganization, pursuant to which, effective as of November 23,
2004, Valley Mortgage Company, Inc. merged with and into New Valley Mortgage
Company, Inc., an indirect wholly-owned subsidiary of the Company (the “Surviving
Corporation”), and simultaneously with such merger New Valley Mortgage Company,
Inc. changed its name to Valley Mortgage Company, Inc.; and


 


WHEREAS,
as a part of that merger, the Company and its subsidiaries have become the
employer of the employees of the former Valley Mortgage Company, Inc.; and


 


WHEREAS,
it is the desire of the Company and its indirect wholly-owned subsidiary, the
Surviving Corporation, that eligible employees of the former Valley Mortgage
Company, Inc., as a result of becoming employees of the Company and the
Surviving Corporation pursuant to the merger, be entitled to participate in the
Plan as soon as is feasible, and further that their service with their acquired
employer be credited under the Plan for purposes of eligibility to participate
and vesting; and


 


     WHEREAS, the Board of Directors desires to coordinate and
consolidate the employee benefit programs available to all employees of the
Company and its subsidiaries;


 


NOW
THEREFORE, IT IS HEREBY AGREED THAT the Plan is hereby amended effective as of November 23,
2004 as follows:


 


Schedule A
to the Plan, Service of Acquired Employees, shall be and hereby is
amended and restated in the form attached to this Amendment as Exhibit “A.”


 


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IN WITNESS WHEREOF, this
Fourteenth Amendment to the Texas Regional Bancshares, Inc. Amended and
Restated Employee Stock Ownership Plan (with 401(k) Provisions) has been
executed this 14th day of December, 2004 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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TEXAS REGIONAL BANCSHARES, INC.

AMENDED AND RESTATED EMPLOYEE STOCK

OWNERSHIP PLAN (WITH 401(K) PROVISIONS


 


Schedule “A”


 


Service of Acquired Employees


 


The
Employer, Texas Regional Bancshares, Inc., grants “Years of Service” (as that
term is defined in Plan Section 2.76) to the following groups of acquired
Employees for the following periods of service with other employers, as of the
dates indicated below, and for the Plan purposes indicated below:


 


	
  Acquired Group

  (including date of hire)

  	
   

  	
  Participation Service 

  (including limits)

  	
   

  	
  Vesting Service
 (including limits)

  	
   

  	
  Entry Date 

  (including limits)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mid Valley Bank, 1992 (former participants in
  Mid Valley Bank Employees’ Pension Plan only)

  	
   

  	
  Yes;
  all service with Mid Valley Bank

  	
   

  	
  Yes;
  all service with Mid Valley Bank

  	
   

  	
  Immediately
  upon employment by Employer (and for compensation earned from Mid Valley Bank
  in 1992 and the Employer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First National Bank of South Texas, 1995
  (employees of Rio Grande City and Roma branches as of acquisition by Texas
  State Bank)

  	
   

  	
  Yes;
  all service with First National Bank of South Texas

  	
   

  	
  Yes;
  all service with First National Bank of South Texas

  	
   

  	
  Immediately
  upon employment by Employer (but only for compensation earned from the
  Employer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First State Bank & Trust Co., The Border
  Bank, 1996 (employees as of time of merger into Texas State Bank)

  	
   

  	
  Yes;
  all service with First State Bank & Trust Co., The Border Bank

  	
   

  	
  Yes;
  all service with First State Bank & Trust Co., The Border Bank

  	
   

  	
  Immediately
  upon employment by Employer (but only for compensation earned from the
  Employer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Brownsville National Bank, Texas Bank &
  Trust, and Bank of Texas, 1998

  	
   

  	
  Yes;
  all service with Brownsville National Bank, Texas Bank & Trust, and Bank
  of Texas

  	
   

  	
  Yes;
  all service with Brownsville National Bank, Texas Bank & Trust, and Bank
  of Texas

  	
   

  	
  Immediately
  upon employment by Employer (but only for compensation earned from the
  Employer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Harlingen Bancshares, Inc., HN Bancshares of
  Delaware, Inc., and Harlingen National Bank, August 15, 1999

  	
   

  	
  Yes;
  all service with Harlingen Bancshares, Inc., HN Bancshares of Delaware, Inc.,
  and Harlingen National Bank

  	
   

  	
  Yes;
  all service with Harlingen Bancshares, Inc., HN Bancshares of Delaware, Inc.,
  and Harlingen National Bank

  	
   

  	
  Immediately
  upon employment by Employer (but only for compensation earned from the Employer)

  



 


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  Frost National Bank and Overton Park Bank (Frost
  National Bank data processing location in Grapevine, Texas), March 12,
  2002

  	
   

  	
  Yes;
  all service with Frost National Bank and Overton Park Bank

  	
   

  	
  Yes; all
  service with Frost National Bank and Overton Park Bank

  	
   

  	
  Immediately
  upon employment by Employer (but only for compensation earned from the
  Employer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Riverway Holdings, Inc., Riverway Holdings of
  Delaware, Inc., and Riverway Bank, time of 2002 merger

  	
   

  	
  Yes;
  all service with Riverway Holdings, Inc., Riverway Holdings of Delaware,
  Inc., and Riverway Bank

  	
   

  	
  Yes;
  all service with Riverway Holdings, Inc., Riverway Holdings of Delaware,
  Inc., and Riverway Bank

  	
   

  	
  Immediately
  upon employment by Employer (but only for compensation earned from the
  Employer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  San Juan Bancshares, Inc., San Juan Delaware
  Financial Corporation, Texas Country Bank, time of 2002 merger

  	
   

  	
  Yes;
  all service with San Juan Bancshares, Inc., San Juan Delaware Financial
  Corporation, Texas Country Bank

  	
   

  	
  Yes;
  all service with San Juan Bancshares, Inc., San Juan Delaware Financial
  Corporation, Texas Country Bank

  	
   

  	
  Immediately
  upon employment by Employer (but only for compensation earned from the
  Employer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corpus Christi Bancshares, Inc., CCB-Nevada,
  Inc., and The First State Bank; February 14, 2003

  	
   

  	
  Yes;
  all service with Corpus Christi Bancshares, Inc., CCB-Nevada, Inc., and The
  First State Bank

  	
   

  	
  Yes;
  all service with Corpus Christi Bancshares, Inc.,  CCB-Nevada, Inc., and The First State Bank

  	
   

  	
  Immediately
  upon employment by Employer (but only for compensation earned from the
  Employer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Southeast Texas Bancshares, Inc., Community Bank
  & Trust, SSB, Port Arthur Abstract and Title Company, Southeast Texas
  Title Company, and Southeast Texas Insurance Services, L.P. (“its
  subsidiaries”) (for employees on date of merger), March 12, 2004

  	
   

  	
  Yes;
  all service with Southeast Texas Bancshares, Inc., its subsidiaries, and
  Secure Trust if credited by Southeast Texas Bancshares, Inc. (for employees
  on date of merger)

  	
   

  	
  Yes;
  all service with Southeast Texas Bancshares, Inc., its subsidiaries, and
  Secure Trust if credited by Southeast Texas Bancshares, Inc. (for employees
  on date of merger)

  	
   

  	
  Immediately
  upon employment by Employer (but only for eligible employees age 21 or more,
  and only for compensation earned from the Employer); in addition, Hours of
  Service with Southeast Texas Bancshares, Inc. and subsidiaries served from January 1,
  2004-March 12, 2004 shall be credited for purposes of allocating
  Employer Discretionary Optional Contributions if the employee is otherwise
  eligible

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Valley Mortgage Company, Inc., November 23,
  2004

  	
   

  	
  Yes;
  all service with Valley Mortgage Company, Inc. (for employees on date of
  merger)

  	
   

  	
  Yes;
  all service with Valley Mortgage Company, Inc. (for employees on date of
  merger)

  	
   

  	
  Immediately
  upon employment by Employer (but only for eligible employees age 21 or more,
  and only for compensation earned from the Employer)

  



 


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