OPINION
OF COUNSEL FOR THE TRUSTEE, REQUIRE REGISTRATION OF THE SECURITIES UNDER THE
SECURITIES ACT OF 1933 AND/OR QUALIFICATION OF THE SECURITIES UNDER THE BLUE SKY
LAWS OF ANY STATE OR STATES, THEN TEXAS REGIONAL BANCSHARES, INC., AT ITS OWN
EXPENSE, WILL TAKE OR CAUSE TO BE TAKEN ANY AND ALL SUCH ACTION AS MAY BE
NECESSARY OR APPROPRIATE TO EFFECT SUCH REGISTRATION AND/OR QUALIFICATION.
(D)
IN THE EVENT THAT THE TRUSTEE INVESTS ANY PART OF THE TRUST FUND
IN A COMMON TRUST FUND (AS DEFINED IN SUBPARAGRAPH (A) ABOVE), SUCH COMMON TRUST
FUND SHALL BE MAINTAINED BY A BANK WITHIN THE MEANING OF CODE SECTION 581
("BANK").
PROVIDED THAT THE COMPANY OR ANY OTHER PARTY IN INTEREST (AS DEFINED
IN SECTION 3(14) OF THE ACT) QUALIFIES AS A BANK, SUCH ENTITY MAY SERVE AS THE
BANK FOR ONE OR MORE COMMON TRUST FUNDS.
IF THE COMPANY OR OTHER PARTY IN
INTEREST IS THE BANK FOR A COMMON TRUST FUND AND CEASES TO QUALIFY AS A BANK, OR
WISHES NO LONGER TO HAVE OR MAINTAIN MANAGEMENT AND INVESTMENT DUTIES, THE
COMPANY SHALL APPOINT A SUCCESSOR TO MAINTAIN THE COMMON TRUST FUND, AND SUCH
SUCCESSOR MUST QUALIFY AS A BANK.
THE BANK SHALL HAVE EXCLUSIVE MANAGERIAL AND
INVESTMENT AUTHORITY OVER ITS COMMON TRUST FUNDS.
THE MANAGERIAL AND INVESTMENT
AUTHORITY OVER THE COMMON TRUST FUND MAY BE DELEGATED TO A COMMITTEE, PROVIDED
THAT SUCH COMMITTEE IS COMPOSED EXCLUSIVELY OF BANK OFFICERS, DIRECTORS, AND
EMPLOYEES.
EACH COMMON TRUST FUND SHALL BE CREATED AND MAINTAINED EXCLUSIVELY
FOR THE COLLECTIVE INVESTMENT AND REINVESTMENT OF CONTRIBUTIONS TO THE COMMON
TRUST FUND BY THE BANK OR AN AFFILIATE BANK, PROVIDED THAT SUCH AFFILIATE BANK
QUALIFIES AS A BANK, EITHER ACTING ALONE OR WITH ONE OR MORE OTHER FIDUCIARIES
IN THEIR CAPACITY AS FIDUCIARY OF THE COMMON TRUST FUND.
IN ACQUIRING,
INVESTING, RE-INVESTING, EXCHANGING, RETAINING, SELLING, SUPERVISING AND
MANAGING THE COMMON TRUST FUND, THE BANK SHALL ACT AS A FIDUCIARY AS TO THE
PARTICIPANTS IN THE COMMON TRUST FUND.
THE BANK SHALL HAVE FULL FIDUCIARY
POWERS, INCLUDING MANAGEMENT, ADMINISTRATIVE, AND INVESTMENT
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AUTHORITY.
THE BANK'S MANAGEMENT, ADMINISTRATIVE AND INVESTMENT AUTHORITY SHALL
BE EXERCISED IN ACCORDANCE WITH THE PLAN.
EACH COMMON TRUST FUND SHALL BE
ADMINISTERED IN CONFORMITY WITH THE RULES AND REGULATIONS PREVAILING FROM TIME
TO TIME AND ISSUED BY THE COMPTROLLER OF THE CURRENCY, ADMINISTRATOR OF NATIONAL
BANKS, U.S. DEPARTMENT OF THE TREASURY, PERTAINING TO COLLECTIVE INVESTMENT OF
TRUST FUNDS BY NATIONAL BANKS; CODE SECTION 584 GOVERNING GROUP TRUST FUNDS AND
THE REGULATIONS THEREUNDER; AND OTHER APPLICABLE FEDERAL AND TEXAS LAWS.
IF
LIQUIDATING OR SEGREGATED ACCOUNTS ARE USED TO SEGREGATE INVESTMENTS IN THE
COMMON TRUST FUND, THESE ACCOUNTS ARE SUBJECT TO AND GOVERNED BY ALL OF THE
PROVISIONS OF THE PLAN.
FURTHER, NO COMMON TRUST FUND ACCOUNTS SHALL BE
REPRESENTED BY TRANSFERABLE CERTIFICATES.
ADMISSIONS TO AND WITHDRAWALS FROM
THE COMMON TRUST FUND BY PARTICIPANTS IN THE FUND SHALL BE MADE ON THE BASIS OF
A VALUATION OF THE ASSETS OF THE FUND AND AS OF THE