Exhibit
10.1


 


AMENDMENT
NUMBER TEN

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 March 12, 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
Southeast Texas Bancshares, Inc. entered into an Agreement and Plan of
Reorganization, pursuant to which, effective as of March 12, 2004, Southeast
Texas Bancshares, Inc. and its wholly owned subsidiary merged with and into
Texas Regional Delaware, Inc., and Community Bank & Trust, SSB merged with
and into Texas State Bank, and, as a part of those mergers, the Company and its
subsidiaries have become the employer of the employees of the former Southeast
Texas Bancshares, Inc. and its subsidiaries; 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; and


 


WHEREAS, it is the desire
of the Company and its wholly owned subsidiary, Texas State Bank, that eligible
employees of 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., as a result of becoming employees of the Company, Texas State Bank, and
its subsidiaries pursuant to the mergers, be entitled to participate in the
Plan as soon as is feasible, that their service with their acquired employers
be credited under the Plan for purposes of eligibility to participate and
vesting, and further that such employees who, by virtue of this Amendment, will
otherwise become eligible for an Employer Discretionary Optional Contribution
shall be credited for that purpose with Hours of Service performed for their
former employers during the period January 1, 2004 to March 12, 2004.


 


NOW THEREFORE, IT IS
HEREBY AGREED THAT the Plan is hereby amended effective as of March 12, 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.”


 


IN WITNESS WHEREOF, this
Tenth Amendment to the Texas Regional Bancshares, Inc. Amended and Restated
Employee Stock Ownership Plan (with 401(k) Provisions) has been executed this
19th day of March, 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)

  



 


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  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)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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)

  	
   

  	
  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

  



 


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