Amendment

AMENDMENT NUMBER 6 TO THE






                           AMENDMENT NUMBER 6 TO THE
                        TEXAS REGIONAL BANCSHARES, INC.
                         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, hereby adopts
the following amendments to the Texas Regional Bancshares, Inc. Employee
Stock Ownership Plan (with 401(k) provisions) (the "Plan"), effective as of
August 8, 1995:

   1.   The definition of "Service" in Section 2 of the Plan is hereby
        deleted and substituted therefor is the following language:

   SERVICE:

              Employment with (i) the Company, (ii) an Affiliated
              Company, (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' Pensions Plan), or (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)."

   2.   Section 13(a) is hereby amended in its entirety to read as
        follows:

              "(a) GENERAL RULE. For purpose of vesting, on
              Employee's Credited Service includes the number
              of Plan Years after January 1, 1984, in which he is
              credited with at least 1,000 Hours of Service.
              Credited Service shall include such Service with the
              Company, any other Employer, any Affiliated
              Company, Mid Valley Bank (with respect to those
              Employee participants that were formerly
              participants in the Mid Valley Bank Employees'
              Pension Plan), and 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
              facilities by Texas State Bank)."

   3.   As a result of the amendments to the Plan pursuant to sections 1
        and 2 of this Amendment Number 6, persons who are employees
        of First National Bank of South Texas as of the date of acquisition
        of First National Bank's Rio Grande City and Roma branch
        facilities by Texas State Bank, will become Participants (as that
        term is defined in the Plan) as of the date that such persons
        become employees of Texas State Bank upon acquisition of such
        branch facilities by Texas State Bank, without regard to the
        requirement of entry on January 1st or July 1st subsequent to his
        or her initial date of service, provided that they are otherwise
        qualified to be Participants as set forth in section 3 of the Plan.
        The Plan is hereby further amended to provide that such persons
        thus become Participants immediately upon commencement of
        employment by Texas State Bank as of the date of acquisition of
        the branch facilities, without regard to the requirement of entry on
        January 1st or July 1st subsequent to his or her initial date of
        service, provided that they are otherwise qualified under section 3
        of 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
        Texas State Bank, and shall not be credited with any part of such
        employee's compensation paid by First National Bank of South
        Texas, for purposes of determining allocations of Employer
        Contributions and Forfeitures and for all other purposes.

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

   IN WITNESS WHEREOF, the undersigned, a duly authorized officer of Texas
Regional Bancshares, Inc., hereby adopts this Amendment Number 6 to the Texas
Regional Bancshares, Inc. Employee Stock Ownership Plan (with 401(k)
provisions) effective as of August 8, 1995.

                                  Texas Regional Bancshares, Inc.

                                  By:  /s/ G.E. Roney
                                       -----------------------------------
                                  Name:         G.E. Roney
                                       -----------------------------------
                                  Title: Chairman of the Board & President
                                         ---------------------------------


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