EXHIBIT 10.15


 


AMENDMENT NUMBER FIVE


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 December 10, 2002.


 


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 San Juan Bancshares, Inc. entered into an Agreement and Plan of
Reorganization, pursuant to which, effective as of November 18, 2002, San Juan
Bancshares, Inc. and its wholly owned subsidiary San Juan Delaware Financial
Corporation merged with and into Texas Regional Delaware, Inc., and Texas
Country 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 San Juan 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 San Juan Bancshares, Inc., San Juan Delaware
Financial Corporation and Texas Country 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; 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 December
10, 2002 as follows:


 


1.             Amendment related to definition of “Service.”  The
definition of “Service” in Section 2.65 of the Plan (as originally stated in
the Plan and as the same may have been previously amended) is hereby deleted
and substituted therefor is the following language:


 


“2.65       “Service” means
employment with:


 


(i) the Company,


 


(ii) a Participating Employer,


 


(iii) Mid Valley Bank, as predecessor to the
Company’s subsidiary, Texas State Bank (with respect to those Employee
participants that were formerly participants in the Mid Valley Bank Employees’
Pension Plan),


 


(iv) First National Bank of South Texas (with
respect to those Employees who were employed by First National Bank of South
Texas as employees of the Rio Grande City and Roma branch bank facilities of
First National Bank of South Texas as of the time of acquisition of such branch
bank facilities by Texas State Bank),


 


(v) First State Bank & Trust Co. and The
Border Bank (with respect to those Employees who were employed by First State
Bank & Trust Co. or The Border Bank as employees of such banks as of the
time of the merger of such banks with and into Texas State Bank),


 


(vi) Brownsville National Bank, Texas Bank
& Trust and Bank of Texas (with respect to those Employees who were
employed by Brownsville National Bank, Texas Bank & Trust or Bank of Texas
as of the time of the merger of such banks with and into Texas State Bank),


 


(vii) Harlingen Bancshares, Inc., HN
Bancshares of Delaware, Inc. and/or  Harlingen National Bank (with respect to
those individuals who are Employees as of October 1, 1999 and  who were employed by Harlingen Bancshares,
Inc., HN Bancshares of Delaware, Inc. and/or  Harlingen National Bank as
of August 15th, 1999),


 


 


1

















 


(viii) Frost National Bank and Overton Park
Bank (with respect to those individuals who are Employees as of March 12, 2002
and who were employed in connection with the data processing business of Frost
National Bank located at 975 William D. Tate, Grapevine, Texas as of the date
of acquisition of that business by Texas State Bank),


 


(ix) Riverway Holdings, Inc., Riverway
Holdings of Delaware, Inc. and/or  Riverway Bank (with respect to those
Employees who were employed by Riverway Holdings, Inc., Riverway Holdings of
Delaware, Inc. and/or  Riverway Bank as of the time of merger of
Riverway Holdings, Inc. with and into Texas Regional Delaware, Inc.); and


 


(x) San Juan Bancshares, Inc., San Juan
Delaware Financial Corporation and/or  Texas Country Bank (with respect to those
Employees who were employed by San Juan Bancshares, Inc., San Juan Delaware
Financial Corporation and/or  Texas Country Bank as of the time of
merger of San Juan Bancshares, Inc. with and into Texas Regional Delaware,
Inc.).”


 


2.             Amendment to
definition of “Years of Service.”  The
last paragraph in the definition of “Years of Service” in Section 2.76 of the Plan
(as originally stated in the Plan and as the same may have been previously
amended) is hereby deleted and substituted therefor is the following language:


 


“Years of Service
with:


 


(a) the Employer,


 


(b) an Affiliated Employer,


 


(c) Mid Valley Bank, as predecessor to the
Employer’s subsidiary, Texas State Bank (with respect to those Employee
participants that were formerly participants in the Mid Valley Bank Employees’
Pension Plan),


 


(d) First National Bank of South Texas (with
respect to those Employees who were employed by First National Bank of South
Texas as employees of the Rio Grande City and Roma branch bank facilities of
First National Bank of South Texas as of the time of acquisition of such branch
bank facilities by Texas State Bank),


 


(e) First State Bank & Trust Co. and The
Border Bank (with respect to those Employees who were employed by First State
Bank & Trust Co. or The Border Bank as employees of such banks as of the
time of the merger of such banks with and into Texas State Bank),


 


(f) Brownsville National Bank, Texas Bank
& Trust and Bank of Texas (with respect to those Employees who were
employed by Brownsville National Bank, Texas Bank & Trust or Bank of Texas
as of the time of the merger of such banks with and into Texas State Bank),


 


(g) Harlingen Bancshares, Inc., HN Bancshares
of Delaware, Inc. and/or Harlingen National Bank (with respect to those
individuals who are Employees as of October 1, 1999 and who were employed by
Harlingen Bancshares, Inc., HN Bancshares of Delaware, Inc. and/or Harlingen
National Bank as of August 15, 1999),


 


(h) Frost National Bank and Overton Park Bank
(with respect to those individuals who are Employees as of March 12, 2002 and
who were employed in connection with the data processing business of Frost National
Bank located at 975 William D. Tate, Grapevine, Texas as of the date of
acquisition of that business by Texas State Bank),


 


(i) Riverway Holdings, Inc., Riverway
Holdings of Delaware, Inc. and/or  Riverway Bank (with respect to those
Employees who were employed by Riverway Holdings, Inc., Riverway Holdings of
Delaware, Inc. and/or  Riverway Bank as of the time of merger of
Riverway Holdings, Inc. with and into Texas Regional Delaware, Inc.), and/or


 


(j) San Juan Bancshares, Inc., San Juan
Delaware Financial Corporation and/or  Texas Country Bank (with respect to those
Employees who were employed by San Juan Bancshares, Inc., San Juan Delaware
Financial Corporation and/or  Texas Country Bank as of the time of
merger of San Juan Bancshares, Inc. with and into Texas Regional Delaware,
Inc.)


 


will be recognized for purposes of eligibility and vesting.”


 


2

















 


3.             Participants.  As a result of the amendments to
the Plan pursuant to sections 1 and 2 of this Amendment, persons who were
employees of San Juan Bancshares, Inc., San Juan Delaware
Financial Corporation and/or  Texas Country Bank as of the time of
merger of San Juan Bancshares, Inc. with and into Texas Regional Delaware, Inc.
will become Participants (as that term is
defined in the Plan) as soon as feasible on or after the date that such persons
become employees of the Company and/or Texas State Bank as provided in sections
1 and 2, without regard to the requirement of entry on the first of a month or
on January 1st or July 1st subsequent to their initial dates of service,
provided that they are otherwise qualified to be Participants as set forth in
the Plan.  The Plan is hereby further
amended to provide that such persons become Participants as described above,
without regard to the requirement of entry on January 1st or July 1st
subsequent to their initial dates of service, provided that they are otherwise
qualified under the Plan. 
Notwithstanding the foregoing, each such employee shall only be credited
(pursuant to and in accordance with the rules set forth in the Plan) with the
amount of compensation paid by the Company and/or Texas State Bank, and shall
not be credited with any part of such employee’s compensation paid by San Juan
Bancshares, Inc., San Juan Delaware Financial Corporation or Texas Country Bank
for purposes of determining allocations of Employer Contributions and
Forfeitures and for all other purposes.


 


4.             Definitions.  Defined terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the Plan.


 


IN WITNESS
WHEREOF, this Fifth Amendment to the Texas Regional Bancshares, Inc. Amended
and Restated Employee Stock Ownership Plan (with 401(k) Provisions) has been
executed this 10th day of December, 2002 to be effective as of the
date set forth above.


 


	
   

  	
  Texas Regional Bancshares, Inc.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ G.E.
  Roney

  	
   

  
	
   

  	
   

  	
  Glen E.
  Roney,

  
	
   

  	
   

  	
  Chairman of
  the Board and

  
	
   

  	
   

  	
  Chief
  Executive Officer

  
					



 


3