STOCK INCENTIVE PLAN AND CHANGE IN CONTROL AGREEMENT WHEREAS, the shareholders of the Company approved the 1998 FVNB Corp. Stock Incentive Plan (the "Stock Incentive Plan") at the annual meeting of shareholders on May 14, 1998; and WHEREAS, Section...

              STOCK INCENTIVE PLAN AND CHANGE IN CONTROL AGREEMENT

WHEREAS, the shareholders of the Company approved the 1998 FVNB Corp. Stock
Incentive Plan (the "Stock Incentive Plan") at the annual meeting of
shareholders on May 14, 1998; and

WHEREAS, Section 13.2 of the Stock Incentive Plan states that the Board of
Directors may amend or modify the Stock Incentive Plan; and

WHEREAS, Section 12.06 of the Stock Incentive Plan provided for a definition
of the term "Change of Control"; and

WHEREAS, the Board of Directors (the "Board") has determined that it is in the
best interests of the Company to modify the definition of the term "Change of
Control; now, therefore, be it

RESOLVED: That Section 12.06(iii) of the Stock Incentive Plan be revised in
its entirety to read as follows (except that the underlined portion shall not
be so marked, but is only shown here for purposes of indicating the change):

                  "(iii) the shareholders of the Company approve a
         merger, consolidation or reorganization of the Company with
         any other corporation, other than a merger, consolidation or
         reorganization (a) WITH A WHOLLY-OWNED SUBSIDIARY OF THE
         COMPANY WHICH WOULD RESULT IN ALL OR SOME OF THE SHAREHOLDERS
         OF THE COMPANY IMMEDIATELY FOLLOWING SUCH MERGER,
         CONSOLIDATION OR REORGANIZATION OWNING, DIRECTLY OR INDIRECTLY
         IMMEDIATELY FOLLOWING SUCH MERGER, CONSOLIDATION OR
         REORGANIZATION, 100% OF THE COMBINED VOTING POWER OF THE
         VOTING SECURITIES OF THE COMPANY OR SUCH SURVIVING ENTITY
         OUTSTANDING IMMEDIATELY AFTER SUCH MERGER, CONSOLIDATION OR
         REORGANIZATION, OR (b) which would result in the shareholders
         of the Company immediately following such merger,
         consolidation or reorganization owning, directly or indirectly
         immediately following such merger, consolidation or
         reorganization, at least 50% of the combined voting power of
         the voting securities of the Company or such surviving entity
         outstanding immediately after such merger, consolidation or
         reorganization in substantially the same proportion as their
         ownership of the voting securities immediately before such
         merger, consolidation, or reorganization; or"