EXHIBIT 10.16


 


AMENDMENT NUMBER SIX


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 February 14, 2003.


 


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
Corpus Christi Bancshares, Inc. entered into an Agreement and Plan of
Reorganization, pursuant to which, effective as of February 14, 2003, Corpus
Christi Bancshares, Inc. and its wholly owned subsidiary merged with and into Texas
Regional Delaware, Inc., and The First State Bank 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 Corpus Christi
Bancshares, Inc. and its subsidiaries; and


 


WHEREAS, it is the desire of
the Company and its wholly owned subsidiary, Texas State Bank, that eligible
employees of Corpus Christi Bancshares, Inc., CCB-Nevada, Inc. and The First
State Bank, as a result of becoming employees of the Company and Texas State
Bank pursuant to the mergers, be entitled to participate in the Plan as soon as
is feasible, and further that their service with their acquired employers 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 February 14,
2003, as follows:


 


1.  Plan Section 2.65, definition of “Service,”
is deleted.


 


2.  Plan Section 2.76,
definition of “Year of Service,” is amended and restated in its entirety to
read as follows:


 


2.76    “Year of Service” means the computation
period of twelve (12) consecutive months, herein set forth, during which an
Employee has at least 1000 Hours of Service.


 


For purposes of eligibility
for participation, the initial computation period shall begin with the date on
which the Employee first performs an Hour of Service.  The participation computation period beginning after a 1-Year
Break in Service shall be measured from the date on which an Employee again
performs an Hour of Service.  The
participation computation period shall shift to the Plan Year which includes
the anniversary of the date on which the Employee first performed an Hour of
Service.  An Employee who is credited
with the required Hours of Service in both the initial computation period (or the
computation period beginning after a 1-Year Break in Service) and the Plan Year
which includes the anniversary of the date on which the Employee first
performed an Hour of Service, shall be credited with two (2) Years of Service
for purposes of eligibility to participate.


 


For vesting purposes, the
computation period shall be the Plan Year, including periods prior to the
Effective Date of the Plan.


 


The computation period shall
be the Plan Year if not otherwise set forth herein.


 


Notwithstanding the
foregoing, for any short Plan Year, the determination of whether an Employee
has completed a Year of Service shall be made in accordance with Department of
Labor regulation 2530.203-2(c). 
However, in determining whether an Employee has completed a Year of Service
for benefit accrual purposes in the short Plan Year, the number of the Hours of
Service required shall be proportionately reduced based on the number of full
months in the short Plan Year.


 


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Years of Service with the
Employer or an Affiliated Employer shall be recognized for purposes of
eligibility and vesting.  In addition,
upon the Employer’s or an Affiliated Employer’s acquisition of one or more
employees as the result of a merger or other acquisition of a business or
assumption of operations of a business, or as the result of similar
circumstances, the Employer may elect to grant Years of Service to such
acquired Employees for all or part of the period of such Employees’ service
with the employer whose business or operations are assumed or which has been
merged into the Employer or an Affiliated Employer.  Any such grant of Years of Service, the purpose or purposes for
which Years of Service will be credited, and the effective date of such grant shall
be represented by Schedule A, Service of Acquired Employees, attached
to this Plan and incorporated herein, or by an amendment to Schedule A.


 


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


 


IN WITNESS WHEREOF, this
Amendment Number Six to the Texas Regional Bancshares, Inc. Amended and
Restated Employee Stock Ownership Plan (with 401(k) Provisions) has been
executed this 11th day of March, 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

  
					



 


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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., and The Border Bank, 1996 (employees as of time of merger into
  Texas State Bank)

  	
   

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

  	
   

  	
  Yes; all service with
  First State Bank & Trust Co. and 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)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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, February 22,
  2002

  	
   

  	
  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)

  



 


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  San Juan Bancshares, Inc.,
  San Juan Delaware Financial Corporation, Texas Country Bank,
  November 18, 2002

  	
   

  	
  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)

  



 


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