Profit Sharing Plan

BANK OF TEXAS PROFIT SHARING PLAN


                                                                   EXHIBIT 10.19

SECOND AMENDMENT TO
BANK OF TEXAS PROFIT SHARING PLAN

      WHEREAS, as a result of the merger pursuant to which Bank of Texas merged
with and into Texas Regional Bancshares, Inc.'s (the "Corporation") wholly-owned
subsidiary, Texas State Bank, Texas Regional Bancshares, Inc. has become the
successor sponsor of the Bank of Texas Profit Sharing Plan and related Trust
(the "Plan"); and

      WHEREAS,  Guy C. Fambrough and Fred R. Schmoker are the current Trustees
of the trust created pursuant to the Bank of Texas Profit Sharing Plan; and

      WHEREAS,  Guy C. Fambrough and Fred R. Schmoker are no longer  employees
of Texas State Bank or Texas Regional Bancshares, Inc.; and

      WHEREAS,  Texas Regional Bancshares,  Inc. desires to remove the current
Trustees and to appoint successor Trustees of the Plan;

      NOW THEREFORE, IT IS HEREBY AGREED THAT effective as of September 27,
1999, Guy C. Fambrough and Fred R. Schmoker shall be removed as Trustees of the
Bank of Texas Profit Sharing Plan and Trust and from and after said date shall
have no further rights, powers, obligations, responsibilities or duties of a
Trustee of the Bank of Texas Profit Sharing Plan and Trust;

      IT IS FURTHER  AGREED that,  effective  immediately,  G.E.  Roney,  Paul
Moxley and R.T. Pigott,  Jr. shall be, and hereby are,  appointed as successor
Trustees  of the Bank of Texas  Profit  Sharing  Plan and Trust and shall have
all of the rights, powers,  obligations,  responsibilities and duties provided
under the Bank of Texas Profit Sharing Plan and Trust and by law.

      By their signatures below, G.E. Roney, Paul Moxley and R.T. Pigott, Jr.
accept their positions as Trustees of the Bank of Texas Profit Sharing Plan and
Trust and further accept all of the rights, powers, obligations,
responsibilities and duties imposed upon the Trustee under the Bank of Texas
Profit Sharing Plan and Trust and by law.

      EXECUTED on this the 27th day of August, 1999, to be effective as provided
hereinabove.

                                    TEXAS REGIONAL BANCSHARES, INC.


                                    BY:   /s/ G.E. RONEY
                                          -----------------------------
                                          G.E. Roney
                                          Chairman of the Board

                             ACCEPTANCE OF TRUSTEES

      The undersigned, G.E. Roney, Paul Moxley and R.T. Pigott, Jr., by their
signatures below, hereby accept their appointment as Trustees under the Bank of
Texas Profit Sharing Plan and Trust and further accept all of the rights,
powers, obligations, responsibilities and duties imposed upon the Trustee under
the Bank of Texas Profit Sharing Plan and Trust and by law.


                                          /s/ G.E. RONEY
                                          -----------------------------
                                          G.E. Roney

                                          /s/ PAUL MOXLEY
                                          -----------------------------
                                          Paul Moxley

                                          /s/ R.T. PIGOTT, JR.
                                          -----------------------------
                                          R.T. Pigott, Jr.