EXHIBIT 10.17
AMENDMENT NUMBER THREE TO
TEXAS REGIONAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP TRUST AGREEMENT
This Amendment Number Three to the Texas Regional Bancshares, Inc.,
Employee Stock Ownership Trust Agreement is hereby adopted by Texas Regional
Bancshares, Inc. (hereafter referred to as the "Company"). Xxxx X. Xxxxx, Xxxxx
X. Xxxxxx, and Xxxxxx Atlas join in the execution hereof to evidence their
acknowledgment of and consent to the terms of this Amendment Number Three. As
used herein, the Texas Regional Bancshares, Inc., Employee Stock Ownership Plan
(with 401(k) provisions) is herein called the "Plan" and the Texas Regional
Bancshares, Inc., Employee Stock Ownership Trust is herein called the "Trust".
WHEREAS, since the death of Xxx X. Xxxxxxx on February 10, 1999 there have
been only three persons serving as trustees of the Trust; and
WHEREAS, the Company has the power to amend the Texas Regional Bancshares,
Inc., Employee Stock Ownership Trust Agreement as provided in Section K of said
Agreement, and as provided in Section 21 of the Plan; and
WHEREAS, the Company has previously amended the Texas Regional Bancshares,
Inc. Employee Stock Ownership Trust Agreement as provided in Amendment Number
One and Amendment Number Two thereto (herein the Trust as amended by Amendment
Number One and Amendment Number Two shall be referred to as the "Agreement");
and
WHEREAS, it is believed by the Board of Directors of Texas Regional
Bancshares, Inc. that having three trustees, instead of four, will properly
serve the needs and purposes of the Company, the Plan, the Plan participants,
the Plan beneficiaries and the Trust;
NOW, THEREFORE, pursuant to section K of the Agreement, Texas Regional
Bancshares, Inc., acting pursuant to authority granted by the Board of Directors
of the Corporation, hereby amends the Agreement as follows:
1. The number of Trustees constituting the Board of Trustees of the Trust is
hereby reduced to three (3) and the continued appointment of the three
persons now serving as Trustees of the Trust, Xxxx X. Xxxxx, Xxxxx X.
Xxxxxx, and Xxxxxx Atlas, is hereby ratified, confirmed and approved for
all purposes. As used in the Agreement and the Plan, such persons shall
for all purposes collectively constitute the Board of Trustees of the
Trust, are collectively referred to as the "Trustee" and are individually
referred to as an "Individual Trustee" as such terms are used in the
Agreement.
2. This Amendment Number Three was adopted by the Board of Directors of the
Company at a meeting duly called and held on July 13, 1999. Except as
amended hereby, the Agreement shall be and remain in full force and
effect.
IN WITNESS WHEREOF, the Company and the Board of Trustees have caused this
Amendment Number Three to the Agreement to be executed this 13th day of July,
1999.
TEXAS REGIONAL BANCSHARES, INC.
By: /s/ X.X.XXXXX
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X.X. Xxxxx
Chairman of the Board
ACCEPTANCE OF TRUSTEES
Each of the undersigned hereby acknowledges and consents to this Amendment
Number Three to the Texas Regional Bancshares, Inc., Employee Stock Ownership
Trust Agreement, and by execution below confirms his acceptance of his
appointment as a Trustee of the Trust and agrees to be bound by the terms of
this Amendment and the Agreement amended hereby.
/s/ X.X. XXXXX
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X.X. Xxxxx
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
/s/ XXXXXX ATLAS
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Xxxxxx Atlas
