Exhibit 4.16  




AMEGY BANCORPORATION,
INC.
SECOND AMENDED AND
RESTATED NON-EMPLOYEE DIRECTORS
 DEFERRED FEE PLAN 



               1.
          
Purpose. The purpose of the Plan is to provide Non-Employee Directors an
opportunity to defer payment of all or a portion of their Director’s Fees
in accordance with the terms and conditions set forth herein.  



               2.
          
Definitions. For the purposes of the Plan, the following capitalized words shall
have the meanings set forth below:  



“Advisory Director” means
an advisory director of the Bank Board and any member of any advisory board of directors
or similar group or committee that may be constituted from time to time by the Board, the
Bank Board, or management of the Company or the Bank.  



“Bank” means Amegy Bank
N.A., a wholly-owned subsidiary of the Company.  



“Bank Board” means the
Board of Directors of the Bank.  



“Board” means the Board of
Directors of the Company.  



“Code” means the Internal
Revenue Code of 1986, as amended from time to time.  



“Committee” means the
Compensation Committee of the Board.  



“Common Stock” means the
common stock, par value $1.00 per share, of the Company.  




“Company” means
Amegy Bancorporation, Inc.  



“Deferral Election Form”
means a document, in a form approved by the Company, pursuant to which a Non-Employee
Director makes a deferral election under the Plan.  



“Deferral Period” means
each calendar year. The first Deferral Period under the Plan shall commence January 1,
2002. If an individual becomes eligible to participate in the Plan after the commencement
of a Deferral Period, the Deferral Period for that individual shall be the remainder of
such Deferral Period following his Election Date.  



“Deferred Benefit” means an
amount that will be paid on a deferred basis under the Plan.  



“Deferred Compensation
Account” means the bookkeeping account established for each Non-Employee Director for
purposes of measuring his or her Deferred Benefit and shall include subaccounts for
Deferred Benefits that are to be paid at different times and/or in a different manner.  



“Director’s Fee” means
the cash portion of the annual retainer fee and any other fees payable for service on the
Board or the Bank Board, including, without limitation, any meeting fees or fees for
serving as a chair of any committee of the Board or the Bank Board or any fees received as
an Advisory Director.  



“Election Date” means the
day immediately preceding the commencement of a Deferral Period. If an individual first
becomes eligible to participate in the Plan after the start of a Deferral Period, the
Election Date shall be not later than the thirtieth day following the initial date such
individual became a Non-Employee Director.  



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“Fair Market Value” means
the closing sales price of a share of Common Stock on the applicable date (or, if there
was no trading in the shares on such date, on the next preceding date on which there was
trading) on the principal exchange or system on which the shares are sold, as reported in
The Wall Street Journal or other reporting service approved by the Committee.  



“Non-Employee Director”
means a member of the Board or the Bank Board and an Advisory Director who is not an
employee of the Company or any of its subsidiaries.  



“Phantom Stock Unit” means
a bookkeeping unit representing the equivalent in value of one share of Common Stock.  



“Plan” means the Amegy
Bancorporation, Inc. Non-Employee Director Deferred Fee Plan.  











	
               3.
          Administration.
 
 


          



     	 	(a) 	
          The Plan shall be administered by the Committee. 


          



     	 	(b) 	
          The Committee shall be authorized to interpret the Plan, to establish, amend and
          rescind any rules and regulations relating to the Plan, to make factual
          determinations in connection with the administration or interpretation of the
          Plan, and to make any other determinations that it believes are necessary or
          advisable for the administration of the Plan. The Committee may correct any
          defect or supply any omission or reconcile any inconsistency in the Plan or in
          any Deferral Election Form to the extent the Committee deems desirable to carry
          the Plan into effect. Any decision of the Committee in the administration of the
          Plan shall be final and conclusive. The Committee may act only by a majority of
          its members, except that the members thereof may authorize any one or more of
          the Committee members to execute and deliver documents on behalf of the
          Committee. 


          



     	 	(c) 	
          Each member of the Committee and each other person acting at the direction of or
          on behalf of the Committee shall not be liable for any determination or anything
          done or omitted to be done by him or by any other member of the Committee or any
          other such individual in connection with the Plan, except for his own gross
          negligence or willful misconduct or as expressly provided by statute, and to the
          extent permitted by law and the bylaws of the Company, shall be fully
          indemnified and protected by the Company with respect to such determination, act
          or omission. 


          



	

              4.          Shares Available. The Company is authorized to credit up to 125,000 Phantom
Stock Units and to issue up to 125,000 shares of Common Stock, respectively,
under the Plan (the “Plan Limit”). Such shares of Common Stock may be
newly issued shares of Common Stock or reacquired shares of Common Stock held in
the treasury of the Company. 


          5.
          Deferral of Director’s Fees.  



          



     	 	(a) 	
          Deferral Elections. 


          



	

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     	 	(i) 	
          General Provisions. Unless the Committee provides otherwise, Non-Employee
          Directors may elect to defer all, one-half or none of their Director’s Fees
          with respect to a Deferral Period in the manner provided in this Section 5.
          A Non-Employee Director’s Deferred Benefit is at all times nonforfeitable. 


          



     	 	(ii) 	
          Deferral Election Forms. In order for a Non-Employee Director to participate in
          the Plan for a given Deferral Period, a Deferral Election Form, completed and
          signed by him, must be delivered to the Company on or prior to the applicable
          Election Date. A new Deferral Election Form must be submitted by a Non-Employee
          Director for each Deferral Period. A Non-Employee Director electing to
          participate in the Plan for a given Deferral Period shall indicate on his
          Deferral Election Form: 


          



     	 	(A) 	
          the percentage of the Director’s Fees for the Deferral Period to be
          deferred, which election shall be irrevocable for such Deferral Period, and 


          



     	 	(B) 	
          the timing and manner of payment of the Director’s Fees deferred for that
          Deferral Period. Any subsequent change as to the timing and manner of payment of
          Deferred Benefits already credited to the Non-Employee Director’s Deferred
          Compensation Account must (i) be made at least 12 months prior to the date
          of the schedule payment or commencement of payment; (ii) delay the
          subsequent payment or commencement of payment at least five years after the date
          on which such payment or commencement of payment would otherwise have been made
          or commenced; and shall not be effective for 12 months following the change. 


          



     	 	(iii) 	
          Effect of No Deferral Election. A Non-Employee Director who does not have a
          completed Deferral Election Form on file with the Company on or prior to the
          applicable Election Date for a Deferral Period may not defer his Director’s
          Fees for such Deferral Period. 


          



     	 	(b) 	
          Establishment of Deferred Compensation Accounts. A Non-Employee Director’s
          deferrals will be credited to a Deferred Compensation Account set up for that
          Non-Employee Director by the Company in accordance with the provisions of this
          Section 5. 


          



     	 	(c) 	
          Crediting of Phantom Stock Units to Deferred Compensation Accounts. 


          



     	 	(i) 	
          Number of Phantom Stock Units. The portion of the Director’s Fees that a
          Non-Employee Director elects to defer shall be credited to the Deferred
          Compensation Account in Phantom Stock Units as of the last business day of the
          fiscal quarter in which such portion of the Director’s Fees would otherwise
          have been payable to the Non-Employee Director in cash. The number of Phantom
          Stock Units to be credited to the Deferred Compensation Account shall be
          determined by dividing (1) the amount of the Director’s Fees deferred
          during such quarter by (2) the Fair Market Value of a share of Common Stock
          as of the date of crediting, and (3) multiplying such result by 1.25. Any
          partial Phantom Stock Unit that results from the application of the previous
          sentence shall be rounded up or down to the nearest whole Phantom Stock Unit. 


          



     	 	(ii) 	
          Dividends. No adjustment or credit will be made to a Deferred Compensation
          Account by reason of the making of any distribution in respect of the Common
          Stock, other than a transaction described in Section 7(b). 


          




	

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     	 	(iii) 	
          No Rights as Stockholder. The crediting of Phantom Stock Units to a Non-Employee
          Director’s Deferred Compensation Account shall not confer on the
          Non-Employee Director any rights as a stockholder of the Company. 


          



     	 	(d) 	
          Written Statements of Account. The Company will furnish each Non-Employee
          Director with a statement setting forth the value of such Non-Employee
          Director’s Deferred Compensation Account as of the end of each Deferral
          Period and all credits to and payments from the Deferred Compensation Account
          during the Deferral Period. Such statement will be furnished as soon as
          reasonably practical after the end of the Deferral Period. 


          



     	 	(e) 	
          Manner of Payment of Deferred Benefit. Payment of the Deferred Benefits shall be
          in shares of Common Stock. Payment shall be made either in a single lump sum or
          in a series of five or fewer annual installments, as elected by the Non-Employee
          Director. The amount of each installment payment to a Non-Employee Director
          shall be determined in accordance with the formula B/(N-P), where “B”
          is the total value of the Deferred Compensation Account as of the installment
          calculation date, “N” is the number of installments elected by the
          Non-Employee Director and “P” is the number of installments previously
          paid to the Non-Employee Director. Any partial unit resulting in the calculation
          above will be settled in cash. 


          



     	 	(f) 	
          Commencement of Payment of Deferred Benefit. Payment of a Non-Employee
          Director’s Deferred Compensation Account, including subaccounts, shall
          commence as soon as reasonably practicable after the earlier to occur of: 


          



     	 	(i) 	
          his or her termination as a Non-Employee Director; and 


          



     	 	(ii) 	
          the date specified in the Deferral Election Form executed by the Non-Employee
          Director; 


          



provided, however, that if the
Non-Employee Director is employed by the Company or the Bank following his or her
termination as a Non-Employee Director, then payment of such account shall not commence
until his or her separation from service with the Company or the Bank; and, provided
further, that if he or she is a “specified employee’ as defined under Section
409A of the Code or the regulations promulgated thereunder, payment of a such
participant’s Non-Employee Director’s Deferred Compensation Account cannot be
made before the earlier of (i) the date that is six months after the date of the
specified employee’s separation from service; or (ii) the date of the specified
employee’s death. 



     	 	(g) 	
          Death. In the event of a Non-Employee Director’s death, the Non-Employee
          Director’s entire Deferred Benefit will be distributed in a lump sum to the
          Non-Employee Director’s beneficiary as soon as reasonably practicable after
          the date of death. 


          



	

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     	 	(h) 	
          Restrictions on Transfer. The Company shall pay all Deferred Benefits payable
          under the Plan only to the Non-Employee Director or beneficiary designated under
          the Plan to receive such amounts. Neither a Non-Employee Director nor his
          beneficiary shall have any right to anticipate, alienate, sell, transfer,
          assign, pledge, encumber or change any benefits to which he may become entitled
          under the Plan, and any attempt to do so shall be void. A Deferred Benefit shall
          not be subject to attachment, execution by levy, garnishment, or other legal or
          equitable process for a Non-Employee Director’s or beneficiary’s debts
          or other obligations. 


          



	

              6.
          Designation of Beneficiary.  



          



     	 	(a) 	
          Beneficiary Designations. Each Non-Employee Director may designate a beneficiary
          to receive any Deferred Benefit due under the Plan on the Non-Employee
          Director’s death by executing a beneficiary designation form provided by
          the Company. 


          



     	 	(b) 	
          Change of Beneficiary Designation. A Non-Employee Director may change an earlier
          beneficiary designation by executing a later beneficiary designation form and
          delivering it to the Company. The execution of a beneficiary designation form
          and its receipt by the Company revokes and rescinds any prior beneficiary
          designation form. 


          



	

              7.
          Recapitalization or Reorganization.  



          



     	 	(a) 	
          Authority of the Company and Stockholders. The existence of the Plan shall not
          affect or restrict in any way the right or power of the Company or the
          stockholders of the Company to make or authorize any adjustment,
          recapitalization, reorganization or other change in the Company’s capital
          structure or its business, any merger or consolidation of the Company, any issue
          of stock or of options, warrants or rights to purchase stock or of bonds,
          debentures, preferred or prior preference stocks having rights superior to or
          affecting the Common Stock or the rights thereof or which are convertible into
          or exchangeable for Common Stock, or the dissolution or liquidation of the
          Company, or any sale or transfer of all or any part of its assets or business,
          or any other corporate act or proceeding, whether of a similar character or
          otherwise. 


          



     	 	(b) 	
          Change in Capitalization. Notwithstanding any other provision of the Plan, in
          the event of any change in the outstanding Common Stock by reason of a stock
          dividend, recapitalization, reclassification, reorganization, merger,
          consolidation, stock split, combination, exchange of shares or other
          transaction: (i) such proportionate adjustments as may be necessary (as
          determined by the Committee in its sole discretion) to reflect such change shall
          be made to prevent dilution or enlargement of the rights of Non-Employee
          Directors under the Plan with respect to the aggregate number of shares of
          Common Stock authorized to be awarded under the Plan and the number of Phantom
          Stock Units credited to a Non-Employee Director’s Deferred Compensation
          Account, and (ii) the Committee may make such other adjustments, consistent with
          the foregoing, as it deems appropriate in its sole discretion. 


          



     	 	(c) 	
          Dissolution or Liquidation. In the event of the proposed dissolution or
          liquidation of the Company and to the extent permitted by Section 409A of the
          Code, all Deferred Benefits credited to the Non-Employee Director’s
          Deferred Compensation Account as of the date of the consummation of a proposed
          dissolution or liquidation shall be paid in cash to the Non-Employee Director
          or, in the event of death of the Non-Employee Director prior to payment, to the
          beneficiary thereof on the date of the consummation of such proposed action. The
          cash amount paid for each Phantom Stock Unit shall be the Fair Market Value of a
          share of Common Stock as of the date of the consummation of such proposed
          action. 


          



	

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              8.
          Plan Limit, Termination and Amendment of the Plan.  



          



     	 	(a) 	
          Plan Limit. If the Plan Limit has been reached, no additional Director Fees may
          be deferred after that date and any dividend equivalents credited thereafter
          shall be credited as a bookkeeping “cash” amount, rather than as
          Phantom Stock Units, and shall be credited with interest, until paid in cash, at
          the Company’s prime rate of interest each valuation date. 


          



     	 	(b) 	
          General Power of Board. Notwithstanding anything herein to the contrary, the
          Board may at any time and from time to time terminate, modify, suspend or amend
          the Plan in whole or in part and, upon termination of the Plan, immediately
          settle all Phantom Stock Units in shares of Common Stock notwithstanding any
          deferral elections to the contrary; provided, however, that no such termination,
          modification, suspension or amendment shall be effective without stockholder
          approval if such approval is required to comply with any applicable law or stock
          exchange rule; and, provided further, that the Board may not, without
          stockholder approval, increase the maximum number of shares issuable under the
          Plan, except as provided in Section 7(b) above. 


          




	

Notwithstanding anything herein to
the contrary, (i) no amendment shall be made to the Plan with respect to any amount
deferred and vested prior to January 1, 2005 unless such amendment explicitly provides
that it is applicable to such amount; and (ii) except as the Committee otherwise
determines in writing, no distribution shall be made upon termination of the Plan if such
distribution shall be subject to the excise tax applicable under Section 409A of the Code. 




              9.
          Miscellaneous.  



          



     	 	(a) 	
          No Right to Reelection. Nothing in the Plan shall be deemed to create any
          obligation on the part of the Board or Bank Board to nominate any of its members
          for reelection by the Company’s stockholders, nor confer upon any
          Non-Employee Director the right to remain a member of the Board or Bank Board or
          an Advisory Director for any period of time, or at any particular rate of
          compensation. 


          



     	 	(b) 	
          Unfunded Plan. 


          



     	 	(i) 	
          Generally. This Plan is unfunded. Amounts payable under the Plan will be
          satisfied solely out of the general assets of the Company subject to the claims
          of the Company’s creditors. 


          



     	 	(ii) 	
          Deferred Benefits. A Deferred Benefit represents at all times an unfunded and
          unsecured contractual obligation of the Company and each Non-Employee Director
          or beneficiary will be a general unsecured creditor of the Company. No
          Non-Employee Director, beneficiary or an other person shall have any interest in
          any fund or in any specific asset of the Company by reason of any amount
          credited to him hereunder, nor shall any Non-Employee Director, beneficiary or
          any other person have any right to receive any distribution under the Plan
          except as, and to the extent, expressly provided in the Plan. The Company will
          not segregate any funds or assets for Deferred Benefits or issue any notes or
          security for the payment of any Deferred Benefits. Any reserve or other asset
          that the Company may establish or acquire to assure itself of the funds to
          provide benefits under the Plan shall not serve in any way as security
          performance of the Company under the Plan. 


          



	

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     	 	(c) 	
          Other Compensation Arrangements. Benefits received by a Non-Employee Director
          pursuant to the provisions of the Plan shall not be included in, nor have any
          effect on, the determination of benefits under any other arrangement provided by
          the Company. 


          



     	 	(d) 	
          Securities Law Restrictions. All certificates for shares of Common Stock
          delivered under the Plan shall be subject to such stock-transfer orders and
          other restrictions as the Executive may deem advisable under the rules,
          regulations, and other requirements of the Securities and Exchange Commission or
          any exchange upon which the Common Stock is then listed, and any applicable
          federal or state securities law, and the Committee may cause a legend or legends
          to be put on any such certificates to make appropriate reference to such
          restrictions. No shares of Common Stock shall be issued hereunder unless the
          Company shall have determined that such issuance is in compliance with, or
          pursuant to an exemption from, all applicable federal and state securities laws. 


          



     	 	(e) 	
          Expenses. The costs and expenses of administering the Plan shall be borne by the
          Company. 


          



     	 	(f) 	
          Certain references to Company to include Bank. Where applicable, e.g.,
          Sections 5 and 9(b), references to the “Company” shall include
          the Bank. 


          



     	 	(g) 	
          Applicable Law. Except as to matters of federal law, the Plan and all actions
          taken thereunder shall be governed by and construed in accordance with the laws
          of the State of Texas without giving effect to conflicts of law principles. 


          



     	 	(h) 	
          Effective Date. The Plan shall be effective as of January 1, 2002, with
          amendments effective as of November 5, 2003. This second amendment and
          restatement of the Plan shall be effective January 1, 2005, and shall be
          effective only with respect to amounts deferred and vested on or after January
          1, 2005. Therefore, amounts deferred and vested under the Plan prior to January
          1, 2005 shall not be subject to the provisions of this second amendment and
          restatement but shall be subject to the provisions of the Plan in place prior to
          such amendment and restatement. 


          



     	 	(i) 	
          Section 409A. This Plan is intended to meet the requirements of Section
          409A of the Code, and shall be administered in a manner that is intended to meet
          those requirements and shall be construed and interpreted in accordance with
          such intent. To the extent that an award or payment, or the settlement or
          deferral thereof, is subject to Section 409A of the Code, except as the
          Committee otherwise determines in writing, the award shall be granted, paid,
          settled or deferred in a manner that will meet the requirements of
          Section 409A of the Code, including regulations or other guidance issued
          with respect thereto, such that the grant, payment, settlement or deferral shall
          not be subject to the excise tax applicable under Section 409A of the Code. Any
          provision of this Agreement that would cause the award or the payment,
          settlement or deferral thereof to fail to satisfy Section 409A of the Code
          shall be amended to comply with Section 409A of the Code on a timely basis,
          which may be made on a retroactive basis, in accordance with regulations and
          other guidance issued under Section 409A of the Code. 


          



	

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