Document

As filed with the Securities and Exchange Commission on April 30, 2024.

Registration No. 333 - _______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CULLEN/FROST BANKERS, INC.

(Exact name of registrant as specified in its charter)


Texas						74-1751768
(State or other jurisdiction of incorporation or organization)						(I.R.S. employer identification number)

111 W. Houston Street San Antonio, Texas						78205
(Address of principal executive offices)						(ZIP code)

2024 EQUITY INCENTIVE PLAN

AND

THE 401(k) STOCK PURCHASE PLAN

FOR EMPLOYEES OF CULLEN/FROST

BANKERS, INC. AND ITS AFFILIATES

(Full title of the plan)

Jerry Salinas

Group Executive Vice President

and Chief Financial Officer

Cullen/Frost Bankers, Inc.

111 W. Houston Street

San Antonio, Texas 78205

(Name and address of agent for service)

(210) 220-4011

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company,” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

The Cullen/Frost Bankers, Inc. 2024 Equity Incentive Plan (the “Plan”) was adopted by the Board of Directors of Cullen/Frost Bankers, Inc. (“Cullen/Frost”) on February 6, 2024 and approved by shareholders of Cullen/Frost on April 24, 2024 (the “Effective Date”). This Registration Statement on Form S-8 is being filed for the purpose of registering 2,576,038 shares of common stock, $0.01 par value (“Common Stock”) to be issued pursuant to the Plan. The number of shares of Common Stock being registered is equal to (i) the 2,350,000 shares of Common Stock approved by shareholders of Cullen/Frost to be issued pursuant to the Plan, plus 226,038 shares of Common Stock remaining available for issuance under the Cullen/Frost Bankers, Inc. 2015 Omnibus Incentive Plan, as amended (the “2015 Plan”) and that were not subject to outstanding awards under the 2015 Plan as of the Effective Date.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

The information required to be set forth in this Item has been omitted from this Registration Statement pursuant to the instructions and provisions of Form S-8. Such information will be sent or given to participants in the plan covered by this Registration Statement in accordance with Rule 428(b)(1) of the Securities Act of 1933, as amended.

Item 2. Registrant Information and Employee Plan Annual Information

REGISTRATION OF ADDITIONAL SECURITIES

Pursuant to General Instruction E of Form S-8, Cullen/Frost is filing this Registration Statement on Form S-8 with the SEC for the purpose of registering 4,000,000 additional shares of common stock, $0.01 par value (the “Common Stock”) for issuance pursuant to The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates (as amended and restated from time to time, the “401(k) Plan”).

Cullen/Frost previously filed with the SEC registration statements on Form S-8 on February 11, 2009 (Registration No: 333-157236), August 28, 2003 (Registration No: 333-108321) and October 31, 1990 (Registration No. 33-37500, as amended by Post-Effective Amendment No. 1 to Form S-8 filed with the SEC on December 24, 1990) with respect to the 401(k) Plan (collectively, the “Prior Registration Statements”). In accordance with General Instruction E to Form S-8, Cullen/Frost hereby incorporates by reference the contents of the Prior Registration Statements with respect to the 401(k) Plan, except to the extent supplemented, superseded or modified by the specific information set forth below or the specific exhibits attached hereto.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents have been filed by Cullen/Frost with the SEC and are incorporated herein by reference:

(a)Cullen/Frost’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 6, 2024;

(b)Cullen/Frost's Quarterly Report on Form 1 0-Q for the period ended March 31, 2024, filed with the SEC on April 25, 2024;

(c)Cullen/Frost’s Current Reports on Form 8-K, filed with the SEC on January 26, 2024 and April 25 , 2024;

(d)Definitive P roxy Statement for Cullen/Frost's 2024 Annual Meeting, filed with the SEC on March 8, 2024;

(e)The 401(k) Plan’s Annual Report on Form 11-K for the year ended December 31, 2022, filed with the SEC on June 23, 2023;

(f)The description of the Cullen/Frost’s Common Stock contained in Exhibit 4.1 to Cullen/Frost’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 6, 2024, in which there is described the terms, rights and provisions applicable to Cullen/Frost’s outstanding Common Stock.

All documents filed by Cullen/Frost pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which de-registers all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the filing date of such documents, provided, however, that Cullen/Frost is not incorporating by reference any information in these documents or filings that is deemed “furnished” to and not filed with the SEC.

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Certain legal matters with respect to the validity of Cullen/Frost Common Stock registered hereby have been passed upon for Cullen/Frost by Coolidge E. Rhodes, Jr., Group Executive Vice President, General Counsel and Corporate Secretary of Cullen/Frost. Mr. Rhodes is compensated by Cullen/Frost as an employee. Mr. Rhodes owns shares of Cullen/Frost Common Stock and holds, and is also eligible to receive, stock and other awards granted by Cullen/Frost under certain compensation and benefit plans.

Item 6. Indemnification of Directors and Officers

(a)Section 8.101 of the Texas Business Organizations Code permits a Texas corporation to indemnify its directors and officers against liability for their acts under certain circumstances.

(b)Article Eleven of Cullen/Frost’s Restated Articles of Incorporation provides that to the fullest extent not prohibited by law, a director of Cullen/Frost shall not be liable to Cullen/Frost or its shareholders for monetary damages for an act or omission in the director’s capacity as a director, except for: (1) a breach of the director’s duty of loyalty to the corporation or its shareholders; (2) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law; (3) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; (4) an act or omission for which the liability of the director is expressly provided for by statute; or (5) an act related to an unlawful stock repurchase or payment of a dividend.

(c)Article V of Cullen/Frost’s Amended and Restated Bylaws provides that Cullen/Frost shall, to the fullest extent to which it is empowered to do so by the Texas Business Organizations Code and any other applicable laws as may from time to time be in effect, indemnify any person who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of Cullen/Frost or is or was serving at the request of Cullen/Frost as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding. Cullen/Frost's obligations include, but are not limited to, the convening of any meeting, and the consideration of any matter thereby, required by statute in order to determine the eligibility of an officer or director for indemnification. Reasonable expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by Cullen/Frost in advance of the final disposition of such action, suit or proceeding upon receipt of (1) a written affirmation by the director, officer, employee or agent who may be entitled to such indemnification of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under the applicable statute and (2) a written undertaking by or on behalf of the director, officer, employee or agent who may be entitled to such indemnification to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by Cullen/Frost. Cullen/Frost’s obligation to indemnify and to prepay expenses shall arise, and all rights granted to directors, officers, employees or agents shall vest, at the time of the occurrence of the transaction or event to which such action, suit or proceeding relates, or at the time that the action or conduct to which such action, suit or proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such action, suit or proceeding is first threatened, commenced or completed.

(d)Cullen/Frost maintains director and officer liability insurance coverage for its directors and officers and those of its subsidiaries. This coverage insures such persons against certain losses that may be incurred by them in their respective capacities as directors and officers.

Item 7. Exemption From Registration Claimed

Not applicable.

Item 8. Exhibits

The following documents are filed as exhibits to this Registration Statement:


Exhibit Number						Exhibit

4.1*						Restated Articles of Incorporation of Cullen/Frost Bankers, Inc. (filed as Exhibit 3.1 to Cullen/Frost’s Quarterly Report on Form 10-Q for the period ended June 30, 2006, filed with the SEC on July 26, 2006, Commission File No. 001-13221)
4.2*						Amended and Restated Bylaws of Cullen/Frost Bankers, Inc. (filed as Exhibit 3.1 to Cullen/Frost’s Current Report on Form 8-K, filed with the SEC on July 31, 2020, Commission File No. 001-13221)
4.3*						Certificate of Designations of 4.450% Non-Cumulative Perpetual Preferred Stock, Series B (filed as Exhibit 3.3 to the Cullen/Frost's Form 8-A, filed with the SEC on November 19, 2020, Commission File No. 001-13221)
4.4						The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates
4.5						Amendment No. 1 to the The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates
4.6						Amendment No. 2 to the The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates
4.7						Amendment No. 3 to the The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates
4.8						Amendment No. 4 to the The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates
4.9						Amendment No. 5 to the The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates
4.10						Amendment No. 6 to the The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates
4.11						Amendment No. 7 to the The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates
4.12						Amendment No. 8 to the The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates
4.13						Amendment No. 9 to the The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates
4.14						Amendment No. 10 to the The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates
4.15						Amendment No. 11 to the The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates
4.16						2024 Equity Incentive Plan
5.1						Opinion of Coolidge E. Rhodes, Jr., as to the validity of the securities being registered.
23.1						Consent of Ernst & Young LLP
23.2						Consent of Coolidge E. Rhodes, Jr., (included in the opinion of Coolidge E. Rhodes, Jr., filed as Exhibit 5.1 hereto)
24.1						Power of Attorney
107						Calculation of Filing Fee Table

* Incorporated herein by reference to the indicated filing

Item 9. Undertakings

(a)The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that its meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on April 30, 2024.


						CULLEN/FROST BANKERS, INC.
						(Registrant)

			By:			/s/ JERRY SALINAS
						Jerry Salinas Group Executive Vice President and Chief Financial Officer (Signature and Title)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.


Signature	Title	Date

/s/ PHILLIP D. GREEN*	Chairman of the Board, Director and Chief Executive Officer (Principal Executive Officer)	April 30, 2024
Phillip D. Green

/s/ JERRY SALINAS	Group Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 30, 2024
Jerry Salinas

/s/ HOPE ANDRADE*	Director	April 30, 2024
Hope Andrade

/s/ CHRIS M. AVERY*	Director	April 30, 2024
Chris M. Avery

/s/ ANTHONY R. CHASE*	Director	April 30, 2024
Anthony R. Chase

/s/ CYNTHIA J. COMPARIN*	Director	April 30, 2024
Cynthia J. Comparin

/s/ SAMUEL G. DAWSON*	Director	April 30, 2024
Samuel G. Dawson

/s/ CRAWFORD H. EDWARDS*	Director	April 30, 2024
Crawford H. Edwards

/s/ DAVID J. HAEMISEGGER*	Director	April 30, 2024
David J. Haemisegger

/s/ CHARLES W. MATTHEWS*	Director	April 30, 2024
Charles W. Matthews

/s/ JOSEPH A. PIERCE*	Director	April 30, 2024
Joseph A. Pierce

/s/ LINDA B. RUTHERFORD*	Director	April 30, 2024
Linda B. Rutherford


Signature	Title	Date

/s/ JACK WILLOME*	Director	April 30, 2024
Jack Willome

*By: /s/ JERRY SALINAS	Group Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 30, 2024
Jerry Salinas As attorney-in-fact for the persons indicated

Document

Exhibit 107.1

CALCULATION OF FILING FEE TABLE

Form S-8

(Form Type)

Cullen/Frost Bankers, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities


Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(2)	Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.01 per share	Other (1)	6,576,038	$	106.74	$	701,926,296	0.0001476	$	103,604.32
Total Offering Amounts						$	701,926,296		103,604.32
Total Fee Offsets									—
Net Fee Due									$	103,604.32

__________________

(1) Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee on the basis of $106.74 per share, which is the average of the high and low prices per share of the Registrant’s common stock on April 29, 2024, as reported on the New York Stock Exchange.

(2) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under 2024 Equity Incentive Plan and/or The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates, as amended, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of outstanding shares of the Registrant's Common Stock. Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to 2024 Equity Incentive Plan and/or The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates.

Document

Exhibit 4.4

The 401(k) Stock Purchase Plan for Employees of

Cullen/Frost Bankers, Inc. and its Affiliates

Amended and Restated Effective as of January 1, 2013

Article 1. The Plan

1.1Establishment and Amendment of the Plan

Cullen/Frost Bankers, Inc. ("Company") previously established and presently maintains The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates ("Plan") for the benefit of its Eligible Employees and the Eligible Employees of participating Affiliates. The Plan was established effective as of December 1, 1986. The Plan was last restated effective as of January 1, 2009, and has been subsequently amended from time to time thereafter. The Plan as amended and restated is a stock bonus plan which is a leveraged employee stock ownership plan. The Plan and related Trust Agreement are intended to satisfy the qualification requirements described in Code sections 401(a), 501(a), and 4975(e)(7). The Plan contains savings features which are subject to the requirements of Code sections 401(k) and 401(m) as well as the requirements applicable to employee stock ownership plans.

1.2Applicability of the Plan

The provisions of this Plan as set forth herein are applicable only to the Eligible Employees of an Employer in current employment on or after January 1, 2013, except as specifically provided herein. Unless otherwise explicitly provided in this Plan restatement, the Plan provisions in effect prior to this restatement shall continue to govern the terms and conditions of the Plan prior to January 1, 2013.

1.3Purpose of the Plan

The Plan is intended to provide a convenient way for Participants to save on a regular and long-term basis for retirement and to transfer ownership of Company stock to participating employees. The ESOP Account within the Plan is designed to invest primarily in Company stock. For purposes of the Plan, "Company stock" shall mean common stock issued by the Company which is readily tradable on an established securities market within the meaning of Treasury Regulations section 1.401(a)(35)-1(f)(5) for purposes of Code sections 401(a)(22), 401(a)(28)(C), 409(h)(1)(B), 409(1), and 1042(c)(1)(A). The Company intends that the Plan and the ESOP together shall constitute a single plan under ERISA and the Code.

Accordingly, the provisions set forth in the other sections of the Plan shall apply to the ESOP in the same manner as those provisions apply to the remaining portions of the Plan, except to the extent that those provisions are by their terms inapplicable to the ESOP, or to the extent that they are inconsistent with the specific provisions set forth herein.

1.4Conformance with PPA and Interim Guidance

The Plan is amended to reflect certain provisions of the Pension Protection Act of 2006 ("PPA"), to make interim and good faith amendments in accordance with Revenue Procedure 2007-44 through the 2012 Cumulative List of Changes in Plan Qualification Requirements (as set forth in Notice 2012-76), and to make other appropriate changes to the Plan.

Article 2. Definitions

2.1Definitions

Whenever used in the Plan, the following terms shall have the respective meanings set forth below unless otherwise expressly provided herein, and when the defined meaning is intended the term is capitalized.

(a)"Account" means the separate account maintained for each Member which represents his total proportionate interest in the Trust Fund as of any Valuation Date and which consists of the sum of the following subaccounts:

(1)"After-Tax Contributions Account" means that portion of such Member's Account which evidences the value of the After-Tax Contributions by the Participant under Plan section 4.1 or transferred from the Harrisburg Bank Thrift Plan, including any attributable gains and losses to the Trust Fund;

(2)"Before-Tax Contributions Account" means that portion of such Member's Account which evidences the value of the Before-Tax Contributions made on his behalf by an Employer under Plan section 4.2, transferred from the Citizens State Bank 401-k Profit Sharing Plan, or transferred from the Harrisburg Bank Thrift Plan, including any attributable gains and loses of the Trust Fund;

(3)"ESOP Account" means that portion of such Member's Account which evidences the value of the ESOP Contributions made on his behalf by an Employer under Plan section 4.4, including any attributable gains and losses of the Trust Fund;

(4)"Matching Contributions Account" means that portion of such Member's Account which evidences the value of the Matching Contributions or Discretionary Matching Contributions made on his behalf by an Employer under Plan section 4.3, transferred from the Citizens State Bank 401-k Profit Sharing Plan, or transferred from the Harrisburg Bank Thrift Plan, including any attributable gains and losses of the Trust Fund;

(5)"Nonelective Discretionary Contributions Account" means that portion of such Member's Account which evidences the value of the nonelective discretionary contributions made on his behalf under the Citizens State Bank 401-k Profit Sharing Plan which were transferred from that plan, including any attributable gains and losses of the Trust Fund;

(6)"Rollover Contributions Account" means that portion of such Member's Account which evidences the value of Rollover Contributions, if any, made by the Participant under Plan section 4.6, transferred from the Harrisburg Bank Thrift Plan, including any attributable gains and losses to the Trust Fund.

(7)"Roth Elective Deferral Account" means that portion of such Member's Account which evidences the value of Roth Elective Deferrals, if any, made by the Participant under Plan section 4.11, including any attributable gains and losses to the Trust Fund.

Notwithstanding any provisions to the contrary, all subaccounts transferred as part of the merger of the Citizens State Bank 401-k Profit Sharing Plan or the Harrisburg Bank Thrift Plan into the Plan shall be held as separate subaccounts under the Accounts named above from the similar types of contributions made under this Plan.

(b} "Act" or "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

(c)"Affiliate" means:

(1)Any corporation other than the Company, i.e., either a subsidiary corporation or an affiliated or associated corporation of the Company, which together with the Company is a member of a "controlled group" of corporations (as defined in Code section 414(b));

(2)Any organization which together with the Company is under "common control" (as defined in Code section 414(c));

(3)Any organization which together with the Company is an "affiliated service group" (as defined in Code section 414(m));

(4)Any other entity required to be aggregated with the Company pursuant to regulations under Code section 414(0); or

(5)Any other corporation or entity designated as an Affiliate by resolution of the Board of the Company.

(d)"After-Tax Contributions" means the contributions made by the Participant pursuant to his election as described in Plan section 4.1.

(e)"Before-Tax Contributions" means the contributions made by an Employer on behalf of a Participant pursuant to the Participant's election to reduce Compensation as described in Plan section 4.2.

(f)"Beneficiary" means the person or persons designated by the Participant, an alternate payee, or a Beneficiary of a deceased Participant or a deceased alternate payee to receive his Account in the event of death.

(g)"Board" means the board of directors of the Company.

(h)"Catch-Up Contributions" means the contributions made by an Employer, on or after January 1, 2002, on behalf of a Participant, who will have attained age 50 before the last day of the Plan Year, on a pre-tax basis as elected by the Participant pursuant to Plan section 4.2. Catch-Up Contributions for the Plan Year may not exceed the limit in effect for such Plan Year under Code section 414(v)(2)(B)(i), as adjusted pursuant to Code section 414(v)(2)(C).

(i)"Code" means the Internal Revenue Code of 1986, as amended.

(j)"Committee" means the Committee appointed by the Board pursuant to Plan section 10.1.

(k)"Company" means Cullen/Frost Bankers, Inc., a Texas corporation, and its successor(s).

(l)"Compensation" means, effective January 1, 2002, a Participant's pay, determined as follows:

(1)For all purposes under the Plan, except as otherwise specified, Compensation means the Participant's base pay, overtime (including straight time and double time), shift differentials, commissions, and ATM pay and any bonuses, incentive or referral payment paid as part of an incentive plan from the Employer; provided that such amounts shall be determined prior to any reductions for amounts as described in Code section 415(c)(3)(D).

(2)For purposes of allocating ESOP Contributions as described in Plan section 4.5(d), Compensation means Compensation as described in subparagraph (1), above.

(3)For purposes of satisfying the limits on contributions described in Plan section 4.8, and for purposes of determining whether an Employee is a Highly Compensated Employee as defined in subsection (w) or a Key Employee as defined in Plan section 13.2(c), Compensation shall have the meaning described in subparagraph (2), above; provided, however, that the Committee shall have the right in its sole discretion to select alternative definitions of Compensation for such purposes. Any such alternative definition shall be

compensation as defined in Code section 414(s) during the relevant Plan Year as determined by the Committee each year in accordance with Code

section 414(s) and the applicable Treasury Regulations thereunder. Whichever definition is selected shall be applied uniformly and on a nondiscriminatory basis to determine the Compensation of every Employee for the particular purpose for such Plan Year. For purposes of this subparagraph (3), Compensation will include amounts described in Code section 415(c)(3)(D).

(4)For purposes of applying the limits of Code section 415, as described in Plan section 4.9, Compensation means an Employee's compensation as defined in Code section 415(c)(3) and the applicable Treasury Regulations thereunder. For purposes of this subparagraph (4), Compensation will include amounts described in Code section 415(c)(3)(D).

(5)Additionally, Compensation for purposes of Code section 415 shall not include any amounts paid after an Employee's severance from employment (as defined in Treasury Regulations section 1.415(a)-1(f)(5)) unless such amounts (A) are paid in the Employee's final regular paycheck; (B) are paid (or would have been paid but for an election under Code section 125, 132(f)(4), 401(k), 403(b), 408(k), 408(p)(2)(A)(i), or 457(b)) by the later of 2½ months after severance from employment with the Employer or the end of the limitation year that includes the date of the

severance from employment with the Employer; (C) are regular compensation for services during the Employee's regular working hours, or compensation for services outside the Employee 's regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar amounts; and (D) would have been paid to the Employee prior to a severance from employment if the Employee had continued in employment with the Employer. Payments for unused vacation or sick lime paid after severance from employment (if the Employee would have been able to use the vacation or sick time if he had continued in employment with the Employer) provided such payments are made within the lime period provided above.

Participants may not make elective deferrals with respect to amounts that are not compensation for purposes of Code section 415 ("415 Compensation"). However, for this purpose, 415 Compensation is not limited to the annual compensation limit of Code section 401(a)(17).

Notwithstanding the foregoing, Compensation for purposes of 415 Compensation shall include amounts that are includible in the gross income of a Participant under the rules of Code section 409A or 457(f)(1)(A) or because the amounts are constructively received by the Participant. However, if the Plan's definition of compensation is W-2 wages or wages for withholding purposes, then these amounts are already included in Compensation. Provided, further, that the Committee is authorized to adopt an amendment to the Plan designating the use of any other definition of Compensation provided for under the applicable regulations under Code section 415(c)(3). Whichever definition is used shall be applied uniformly to determine the Compensation of every Employee for the particular purpose for such Plan Year.

Compensation includes any payment to a Member who does not currently perform services for an Employer by reason of qualified military service (within the meaning of Code section 414(u)(1)) to the extent that the payment does not exceed the amount that the Member would have received if the Member continued to perform services for the Employer rather than entering qualified military service.

Notwithstanding the foregoing provisions of this subsection (I), the Compensation of each Employee that may be taken into account under the Plan shall not exceed the "applicable dollar amount" of an Employee's annual Compensation; provided, however, that such annual dollar limitation shall not apply to Compensation for purposes of Plan section 4.9. For purposes of this subsection (1), the term "applicable dollar amount" means $200,000, as adjusted for cost-of-living increases in accordance with Code section 401(a)(17)(8).

For purposes of the definition of Compensation, or any definition of Compensation based on Code section 414(s) or 415(c)(3), amounts under Code section 125 include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he has other health coverage.

(m)"Disability" means a total physical or mental condition which, in the opinion of the Committee, causes a Participant to be totally and presumably permanently disabled, due to sickness or injury, so as to be completely and presumably permanently unable to perform the regular full-lime active duties of his usual course of employment from a cause other than specified below:

(1)Excessive and habitual use by the Participant of drugs, intoxicants or narcotics;

(2)Injury or disease sustained by the Participant while willfully and illegally participating in fights, riots, civil insurrections or while committing a felony;

(3)Injury or disease sustained by the Participant while serving in any armed forces;

(4)Injury or disease sustained by the Participant diagnosed or discovered subsequent to the date his service has terminated;

(5)Injury or disease sustained by the Participant while working for anyone other than the Employer and arising out of such employment; or

(6)Injury or disease sustained by the Participant as a result of an act of war, whether or not such act arises from a formally declared state of war.

(n)"Discretionary Matching Contributions" means the contributions made by an Employer to the Trust Fund on behalf of a Participant subject to the conditions and limitations described in Plan section 4.3(b).

(o)"Effective Date" means January 1, 2008.

(p)"Eligible Employee" means any Employee of an Employer, other than:

(1)An Employee scheduled to perform less than 1,000 Hours of Service in a 12-consecutive-month period;

(2)A "leased employee" as described in Plan section 3.7; or

(3)An Employee covered by a collective bargaining agreement between Employee representatives and the Employer, if retirement benefits were the subject of good-faith bargaining.

For purposes of this subsection (p), if an Employee is employed in an employment status where he is scheduled to perform less than 1,000 Hours of Service during any 12-consecutive-month period, such Employee will be immediately eligible to participate in the Plan at such time as when he performs at least 1,000 Hours of Service during any such 12-consecutive-month period and that such employee shall immediately be considered to have satisfied the eligibility requirements of Plan section 3.1. The determination of an Employee's employment status shall be made by the Employer in accordance with its standard employment practices, which shall be applied in a nondiscriminatory manner and communicated to its Employees.

Notwithstanding any provision in the Plan to the contrary, no individual who is designated, compensated or otherwise classified or treated as an independent contractor shall be eligible to become a Participant under the Plan regardless of whether such individual is, or may be, determined to be a common law employee of an Employer by the Internal Revenue Service, Department of Labor or other government agency or by a court of competent jurisdiction.

(q)"Employee" means any person who is employed by the Company or an Affiliate.

(r)"Employer" means the Company or any Affiliate which elects to become a party to the Plan, with the approval of the Company, by adopting the Plan for the benefit of its Eligible Employees in the manner described in Article 14.

(s)"Employment Commencement Date" means the first day on which an Employee first performs an Hour of Service for an Employer or nonparticipating Affiliate or, if applicable, the first day following a One-Year Period of Severance, on which an Employee performs an Hour of Service for an Employer or a nonparticipating Affiliate.

(t)"Entry Date" means the first day of each applicable payroll period in a calendar month.

(u)"ESOP Contributions" means the contributions made by an Employer on behalf of a Participant under Plan section 4.4.

(v)"ESOP Loan" means a loan exempt from Code section 4975(c), the proceeds of which were applied to acquire the Company stock held in a suspense account described in Plan section 7.1.

(w)"Highly Compensated Employee" means, effective January 1, 1997, with respect to any Plan Year, an Employee described in Code section 414(q), and generally includes any Employee who:

(1)During the Plan Year or immediately preceding Plan Year, was at any time a 5-percent owner (as determined under Code section 416(i)(1)); or

(2)During the preceding Plan Year, received Compensation in excess of $100,000, as adjusted by reference to Code section 414(q), provided that at the election of the Committee, the group covered under this subparagraph (2) shall be limited to a "top-paid group" as provided under Code section 414(q)(1)(B).

A former Employee shall be treated as a Highly Compensated Employee if he was a Highly Compensated Employee when he incurred a separation of service or at any time after attaining age 55. In determining Highly Compensated Employees, the provisions of this subsection (w) shall be applied in accordance with the provisions of Code section 414(q) and related guidance, including the discretion of the Committee to make elections such as the calendar year election.

(x)"Hour of Service" means a period of employment, as defined in Plan section 3.6.

(y)"Investment Fund" means any investment fund established by the Committee as an investment medium for the Trust Fund. The Committee shall have the discretion to establish and terminate such funds as it shall deem appropriate, including:

(1)A "Company Stock Fund" which shall be invested in common stock of the Company; and

(2)A "Money-Market Fund" which shall be invested primarily in short-term evidences of indebtedness, including United States Government securities, securities issued by government-sponsored enterprises, federal agencies, bank certificates of deposit, commercial paper, notes and investments in the foregoing through the purchase of interests in investments in investment companies, bank common commingled, or collective funds, and insurance company separate accounts.

(z)"Matching Contributions" means the contributions made by an Employer to the Trust Fund on behalf of a Participant, conditioned on the making of After-Tax Contributions, Before-Tax Contributions, or Roth Elective Deferrals up to six percent of a Participant's Compensation per pay period, and other limitations as described in Plan section 4.3(a).

(aa)"Member" means a Participant, or a former Participant who still has a balance in his Account.

(bb) "Normal Retirement Age" means the later of:

(1)The 65th birthday of a Participant, or

(2)The fifth anniversary of the date he became a Participant under the Plan; provided, however, that the Normal Retirement Age for an individual who becomes a Participant before January 1, 1991 shall be his 65th birthday.

(cc) "One-Year Period of Severance" means a period of absence from employment, as described in Plan section 3.5.

(dd) "Participant" means any Employee of an Employer who has met and continues to meet the eligibility requirements of the Plan as set forth in Plan section 3.1.

(ee) "Plan" means The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates, as amended and restated effective as of January 1, 2008, and as ii may be amended thereafter.

(ff) "Plan Year" means the calendar year.

(gg) "Rollover Contributions" means the contributions made by the Participant pursuant to Plan section 4.6.

(hh) "Roth Elective Deferrals" means Elective Deferrals that are:

(1)Designated irrevocably by the Participant at the time of the cash or deferred election as a Roth Elective Deferral that is being made in lieu of all or a portion of the Before-Tax Contributions the Participant is otherwise eligible to make under the Plan;

(2)Treated by the Employer as includible in the Participant's income at the lime the Participant would have received that amount in cash if the Participant had not made a cash or deferred election; and

(3)Treated by the Employer as Before-Tax Contributions for all purposes under the Plan, unless specifically stated otherwise.

(ii) "Service" means a period or periods of employment of an Employee by an Employer·or a nonparticipating Affiliate as described in Plan section 3.3.

(jj) "Severance from Service" means a cessation of employment as described in Plan section 3.4.

(kk) "Spouse" means a person with whom a Member has entered into a marriage in a state or foreign country where the marriage was considered valid under that state's or foreign country's law at the time it occurred, and such marriage has not subsequently been legally dissolved. No individual, whether same-sex or opposite-sex, shall be the Spouse of a Member on account of the fact that the individual is in a domestic partnership or civil union with the Member, regardless of whether or not such relationship is registered with the appropriate authorities, unless the individual is also treated as the spouse under applicable law.

(ll) "Trust Agreement" means any agreement establishing a trust, which forms part of the Plan, to receive, hold, invest, and dispose of the Trust Fund.

(mm) "Trustee" means the corporation, or the entity, or individual or individuals, or combination thereof, acting as trustee under the Trust Agreement at any time of reference.

(nn) "Trust Fund" means the assets of every kind and description which are held and administered by the Trustee pursuant to the Trust Agreement and the Plan.

(oo) "Valuation Date" means each business day of the fiscal year of the Company and such other date or dates as the Committee shall declare as a Valuation Date for the Plan or for any Account, category of Accounts, or shares of Company stock.

2.2Gender and Number

Unless the context clearly requires otherwise, any masculine or feminine terminology shall also include the opposite gender or neuter pronoun, and the definition of any term in the singular or plural shall also include the opposite number.

2.3Requirement to be in Writing

Various notices provided by the Company, the Committee or its delegate under this Plan, and various elections made by a Participant, surviving Spouse, Beneficiary or alternate payee are required to be in written form. Except as otherwise provided under the Code, ERISA or related Treasury Regulations, these notices, forms and elections may be conveyed through an electronic medium. These notices, forms and elections shall comply with the provisions of Treasury Regulations section 1.401(a)-21.

2.4Headings

The headings of this Plan are inserted for convenience and reference only, and they are not to be used in the construction of the Plan.

Article 3. Participation and Service

3.1Participation

Each Eligible Employee of an Employer shall become a Participant in the Plan on the Entry Date, coincident with or next following the day on which the Eligible Employee satisfies requirements (a) and (b):

(a)Employment. He remains an Eligible Employee of an Employer; and

(b)Minimum Service. He has completed 90 days of Service.

3.2Duration of Participation; Reemployment

An Eligible Employee who becomes a Participant shall continue to be a Participant until he terminates his employment with all Employers; thereafter, he shall be a Member for as long as he has an Account. A Member shall resume his status as a Participant upon his reemployment as an Eligible Employee; provided, however, that if his prior Service is not reinstated pursuant to Plan section 3.3(c), he shall become a Participant in accordance with the provisions of Plan section 3.1. In the case of an Eligible Employee who has satisfied the eligibility requirements of Plan section 3.1, but who was not employed as an Eligible Employee on the earliest Entry Date on which he could have become a Participant, he shall become a Participant upon his reemployment as an Eligible Employee if he is still credited with at least 90 days of Service on such date, and if he is not so credited, he shall become a Participant in accordance with the provisions of Plan section 3.1.

3.3Service

An Employee shall be credited for Service for his period of employment with an Employer and each nonparticipating Affiliate, determined as follows:

(a)An Employee shall be credited with Service as follows:

(1)An Employee shall receive credit, for purposes of determining eligibility to participate, for the completion of 90 days of continuous employment beginning on his Employment Commencement Date.

(2)An Employee shall receive credit, for purposes of vesting, for the total period of elapsed time, beginning with his Employment Commencement Date and ending with his Severance from Service. Service shall be determined in completed years with each 12 months of employment by the Employer or Affiliate constituting one year. A Member shall be credited with Service in whole years of such Member's period(s) of service (whether or not such period(s) of employment were consecutive) which are not disregarded as a result of the application of the Severance from Service rules of subsection (c).

Non-successive periods of employment must be aggregated and less than whole year periods of employment (whether or not consecutive) shall be aggregated on the basis that 12 months of employment (30 days shall be deemed to be a month in the case of aggregation of fractional months) equal a whole year of Service.

(b)Service shall not be deemed to have been broken:

(1)By any transfer of employment of an Employee between Affiliates regardless of whether the Affiliate is an Employer hereunder; or

(2)During such period as an Employee is receiving credit for Hours of Service under Plan section 3.6.

(c)If an Employee who has had a Severance from Service is subsequently reemployed as an Eligible Employee:

(1)If he is reemployed before a One-Year Period of Severance occurs after such Severance from Service, the Service he had at such Severance from Service shall be reinstated upon his reemployment and, if such Severance from Service resulted from a quit, discharge or retirement, he shall be credited with Service for the period between his Severance from Service and his reemployment.

(2)If he is reemployed after a One-Year Period of Severance occurs after such Severance from Service, he shall be considered a new Employee for purposes of the Plan, except:

(A) If at such Severance from Service he had a vested interest in any portion of his ESOP Account or his Matching Contributions Account, Service he had at such Severance from Service shall be reinstated upon such Employee's most recent Employment Commencement Date.

(B) If subparagraph (A) is not applicable, and if the Employee's number of consecutive One-Year Periods of Severance does not equal or exceed five, the years of Service he had at such Severance from Service shall be reinstated upon such Employee's most recent Employment Commencement Date.

(d)Effective as of January 1, 2000, in any case in which an individual becomes an Employee upon the acquisition of all or a portion of the business of his former employer by an Employer or an Affiliate, whether by merger, acquisition of assets or stock, or otherwise, his service with such acquired employer prior to the date on which such employer became part of the Company or an Affiliate shall be taken into account under the Plan for purposes of calculating his Service for vesting purposes under the Plan, except to the extent the Board (or the Committee, if authorized by the Board) acting in its discretion, determine not to award credit for such service, consistent with the provisions under Code section 414(a) that might otherwise require the crediting of such service. The provisions in subsections (e) through (m) of this Plan section 3.3 predate the foregoing provisions of this subsection (d}, and remain in the Plan for historical reference.

(e)The period of employment of an Eligible Employee who was employed by Portland State Bank prior to June 7, 1991, when ii was acquired by the Company from his most recent Employment Commencement Date with Portland State Bank shall be included in determining Service for vesting purposes in accordance with a uniform policy applied with respect to all of the employees of Portland State Bank who became Employees on June 7, 1991.

(f)The period of employment of an Eligible Employee who was employed by Texas Commerce Bank-Corpus Christi prior to April 15, 1994, from his most recent Employment Commencement Date with Texas Commerce Bank-Corpus Christi shall be included in determining Service for eligibility and vesting purposes in accordance with a uniform policy applied with respect to all of the employees of Texas Commerce-Corpus Christi who became Employees on April 15, 1994 (the date of the acquisition of Texas Commerce Bank-Corpus Christi by the Company).

(g)The period of employment of an Eligible Employee who was employed by Creekwood Capital Corporation or its wholly-owned subsidiary, Creekwood Capital Services, prior to December 3, 1994, from his last date of commencement of employment with Creekwood Capital Corporation or its wholly-owned subsidiary,Creekwood Capital Services, shall be included in determining Service for eligibility and vesting purposes in accordance with a uniform policy applied with respect to all of the employees of said entities who became Employees on December 3, 1994 (the date of the acquisition of said entities by the Company).

(h)The period of employment of an Eligible Employee who was employed by:

(1)Valley National Bank in McAllen, Texas, prior to April 4, 1995,

(2)National Commerce Bank in Houston, Texas, prior to May 19, 1995, or

(3)Comerica Bank in the two branches in San Antonio, Texas, prior to

July 21, 1995, from his last date of commencement of employment with such prior employer shall be included in determining Service for vesting purposes in accordance with a uniform policy applied with respect to all of the employees of said entities who became Employees on April 4, 1995, May 19, 1995, or July 21, 1995, respectively. An Eligible Employee described in the preceding sentence shall become a Participant and may elect to begin making Before-Tax Contributions or After-Tax Contributions on the Entry Date next following the respective date that the Company acquired his former employer as noted above if the individual is an Eligible Employee on that Entry Date.

(i)The period of employment of an Eligible Employee who was employed by:

(1)State Bank and Trust Co. in San Marcos, Texas, prior to January 6, 1996, or

(2)Park National Bank in Houston, Texas, prior to February 16, 1996,

prior to the date on which said banks were acquired by the Company from his last date of commencement of employment with such prior employer shall be included in determining Service for vesting purposes in accordance with a uniform policy applied with respect to all of the employees of said entities who became Employees on January 5, 1996 or on February 16, 1996, respectively. An Eligible Employee described in the preceding sentence shall become a Participant and may elect to begin making Before-Tax Contributions or After-Tax Contributions on the Entry Date next following the respective date that the Company acquired his former employer as noted above if the individual is an Eligible Employee on that Entry Date.

(j)The period of employment of an Eligible Employee who was employed by the Citizens State Bank in Corpus Christi, Texas, prior to March 7, 1997 from his last date of commencement of employment with such prior employer shall be included in determining his Service for vesting purposes in accordance with a uniform policy applied with respect to all of the employees of said entities who became Employees on March 7, 1997. An Eligible Employee described in the preceding sentence shall become a Participant and may elect to begin making Before-Tax Contributions or After-Tax Contributions on the Entry Date next following the date that the Company acquired his former employer as noted above if the individual is an Eligible Employee on that Entry Date.

(k)The period of employment of an Eligible Employee who was employed by Overton Bancshares, Inc. from his last date of commencement of employment with such prior employer shall be included in determining his Service for vesting purposes in accordance with a uniform policy applied with respect to all of the employees of said entity who became Employees on May 29, 1998. An Eligible Employee described in the preceding sentence shall become a Participant and may elect to begin making Before-Tax Contributions or After-Tax Contributions on the Entry Date next following the date that the Company acquired his former employer (May 29, 1998) if the individual is an Eligible Employee on that Entry Date.

(l)The period of employment of an Eligible Employee who was employed by Harrisburg Bank from his last date of commencement of employment with such prior employer shall be included in determining his Service for vesting purposes in accordance with a uniform policy applied with respect to all of the employees of said entity who became Employees on January 2, 1998. An Eligible Employee described in the preceding sentence shall become a Participant and may elect to begin making Before-Tax Contributions or After-Tax Contributions on the Entry Date next following the date that the Company acquired his former employer (January 2, 1998) if the individual is an Eligible Employee on that Entry Date.

(m)The period of employment of an Eligible Employee who was employed by:

(1)Professional Insurance Agents Inc. (now known as Frost Insurance Agency) prior to May 1, 1999 (the effective date with respect to this employer),

(2) Commerce Financial Corporation prior to May 21, 1999 (the effective date with respect to this employer), or

(3) Keller State Bank prior to January 15, 1999 (the effective date with respect to this employer)

from his last date of commencement of employment with such prior employer shall be included in determining his Service in accordance with a uniform policy applied with respect to all of the employees of said employers who became Employees as of the respective effective dates referenced above; provided, however, an Eligible Employee described in the preceding sentence shall become a Participant and may elect to begin making Before-Tax Contributions or After-Tax Contributions on the Entry Date next following the date that the Company acquired his former employer as noted above, if the individual is an Eligible Employee on that Entry Date.

3.4 Severance from Service

"Severance from Service" shall mean the earlier of (a) or (b) below:

(a)The date the Employee quits, retires, is discharged, or dies; or

(b)The first anniversary of the first day of an Employee's absence from employment as an Employee (with or without pay) for any reason other than in subsection (a), above, such as vacation, holiday, sickness, leave of absence, layoff, or military service; provided, however, that in the case of an authorized leave of absence approved by an Employer in accordance with its standard personnel practices, the applicable date under this subsection (b) shall be the last day of the approved absence if such date is later than the applicable first anniversary date. An Employee who fails to return to employment as an Employee at the expiration of any such absence shall be deemed to have had a Severance from Service on the first to occur of the expiration of the approved period of absence or the first anniversary of the first day of his absence.

3.5 One-Year Period of Severance

"One-Year Period of Severance" shall mean each 12-consecutive-month period beginning on the date an Employee incurs a Severance from Service and ending on each anniversary of such date, provided that the Employee does not perform an Hour of Service during such period. Solely for purposes of determining whether a One-Year Period of Severance has occurred, in the case of an Employee who is absent from work beyond the first anniversary of the first date of an absence and the absence is for an approved leave for maternity or paternity reasons, the date the Employee incurs a Severance from Service shall be the second anniversary of the Employee's absence from employment. The period between the first and second anniversary of the first day of absence shall not constitute Service. For purposes of this Plan section 3.5, an absence from work for maternity or paternity reasons means an absence:

(a)By reason of pregnancy of the individual;

(b)By reason of the birth of a child of the individual,

(c)By reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or

(d)For purposes of caring for such child for a period beginning immediately following such birth or placement.

3.6 Hours of Service

An Employee shall receive credit for Hours of Service for purposes of the Plan, as follows:

(a)One hour for each hour for which he is paid, or entitled to payment, by an Employer or nonparticipating Affiliate for the performance of duties during the applicable computation period for which his Hours of Service are being determined under the Plan.

(b)One hour for each hour, in addition to the hours in subsection (a), above, for which he is directly or indirectly paid, or entitled to payment, by an Employer or nonparticipating Affiliate, on account of a period of time during which no duties are performed due to vacation, holiday, illness, disability, layoff, jury duly, military duty, or leave of absence. For purposes of this subsection (b), a leave of absence includes a leave granted for maternity or paternity reasons which include an absence by reason of the pregnancy of the Employee, by reason of the birth of a child of the Employee, by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee, or for purposes of caring for such child for a period immediately following such birth or placement.

(c)One hour for each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer or nonparticipating Affiliate, with no duplication of credit for hours.

(d)Hours of Service shall be credited in accordance with the rules of Department of Labor Regulations sections 2530.200(b)-2(b) and (c), which are incorporated herein by reference.

3.7 Leased Employees

Effective January 1, 1997, a person who is not an Employee of an Employer or nonparticipating Affiliate and who performs services for an Employer or a nonparticipating Affiliate pursuant to an agreement between the Employer or nonparticipating Affiliate and a leasing organization shall be considered a "leased employee" if such person performed the services on a substantially full-time basis for a year and the services are performed under the primary direction or control of the Employer or Affiliate. A person who is considered a "leased employee" of an Employer or nonparticipating Affiliate shall not be considered an Employee for purposes of participating in this Plan or receiving any contribution or benefit under this Plan. A leased employee shall be excluded from this Plan regardless of whether the leased employee participates in any plan maintained by the leasing organization. However, if a leased employee participates in the Plan as a result of his subsequent employment with an Employer or nonparticipating Affiliate, he shall receive Service for his employment as a leased employee. Notwithstanding the preceding provisions of this Plan section 3.7, a leased employee will be included as an Employee for purposes of applying the requirements described in Code section 414(n)(3), including but not limited to Code section 410(b) coverage testing, and for purposes of determining the number and identity of Highly Compensated Employees.

3.8 Special Provisions for Participants Who Enter the Armed Forces

Notwithstanding any provisions of this Plan to the contrary, and effective December 12, 1994, contributions, benefits and service credits with respect to "qualified military service" (as defined in Code section 414(u)(5)) shall be provided and administered in accordance with Code section 414(u). In addition, loan repayments will be suspended under the Plan as permitted under Code section 414(u)(4) for Members on a leave of absence for such qualified military service. It is the intent of this Plan section 3.8 to comply with the provisions and requirements of Code section 414(u) as implemented and interpreted under Plan administrative procedures and provisions as may be in effect from time to time.

Effective January 1, 2007, if the Member dies while on qualified military service, the Member's Beneficiary shall be entitled to any benefit under the Plan (other than additional allocations related to the period of qualified military service) to the same extent that the Member would have been entitled to such benefit had the Member resumed employment and then incurred a severance from employment on account of death.

Effective January 1, 2009, Differential Wages shall be treated as Compensation and 415 Compensation, both as provided in Plan section 2.1(I), paid to an Active Participant by the Employer making the payment. For this purpose, Differential Wages means "any payment made by an Employer with respect to any period during which the Employee is performing qualified military service and represents all or a portion of the wages the

Employee would have received from the Employer if the Employee were performing service for the Employer."

Article 4. Contributions

4.1 After-Tax Contributions

For each Plan Year, each Participant may elect, in such manner as prescribed by the Committee, to contribute After-Tax Contributions to the Plan. Such contributions shall be made in the amount of any "applicable percentage" of the Participant's Compensation for any pay period for which his election is in effect. For purposes of this Plan section 4.1, the term "applicable percentage" shall mean any whole percentage of not less than two percent and not exceeding 50 percent; provided, however, that the sum of the applicable percentage under this Plan section 4.1 and the applicable percentage under Plan section 4.2 elected by the Participant for any Plan Year shall not exceed 50 percent. After-Tax Contributions shall be paid to the Plan through payroll deductions. Elections to make After-Tax Contributions shall become effective as of the first day of the first pay period after making such election, provided such election is made by such advance notice period as prescribed by the Committee from time to time, otherwise such election shall become effective as of the next following pay period.

Whenever an Eligible Employee commences or recommences participation under the Plan as provided in Plan section 3.2 (without having to satisfy the Service requirements of Plan section 3.1 after his reemployment), such Eligible Employee will have their prior standing election, if any, apply prospectively to commence or recommence After-Tax Contributions under the Plan. In such cases, the prior standing election, if any, will become effective, unless modified, as of the first day of the first pay period after making such election, provided such election is made by such advance notice period as prescribed by the Committee from time to time. Otherwise, such prior standing election (or new election following rehire) shall become effective as of the next following pay period.

A Participant may elect, in such manner as prescribed by the Committee, to increase, decrease or suspend his After-Tax Contributions (within the percentage limits stated above) as of the first day of any subsequent pay period. For such change to become effective as desired, such election change must be made by such advance notice period as prescribed by the Committee from time to time, otherwise such change shall become effective as of the next following pay period. Such elections shall be effective only with respect to Compensation not yet earned as of the effective dates of such elections.

The After-Tax Contributions made on behalf of each Participant shall be paid by each Employer to the Trustee as soon as reasonably practicable after the end of every pay period and allocated to such Participant's After-Tax Contributions Account as of the date such amounts were received by the Trustee.

The Committee may adopt rules and procedures governing the contribution elections and the administration of this Plan section 4.1.

4.2 Before-Tax and Catch-Up Contributions

(a)Before-Tax Contributions. For each Plan Year, each Employer shall contribute to the Plan on behalf of that Employer's Participants an amount equal to the Compensation reductions elected by such Participants pursuant to this Plan section 4.2. Each Participant may elect, in such manner as prescribed by the Committee, to reduce his Compensation by any "applicable percentage" for any pay period for which his election is in effect and to have the amount by which his Compensation is reduced contributed on his behalf by his Employer as a Before-Tax Contribution to the Plan. For purposes of this Plan section 4.2, the term "applicable percentage" shall mean any whole percentage of not less than two percent and not exceeding 50 percent; provided, however, that the sum of the applicable percentage under this Plan section 4.2 and the applicable percentage under Plan section 4.1 elected by the Participant for any Plan Year shall not exceed 50 percent. Elections to make Before-Tax Contributions shall become effective as of the first day of the first pay period after making such election, provided such election is made by such advance notice period as prescribed by the Committee from time to time, otherwise such election shall become effective as of the next following pay period.

Whenever an Eligible Employee commences or recommences participation under the Plan as provided in Plan section 3.2 (without having to satisfy the Service requirements of Plan section 3.1 after his reemployment), such Eligible Employee will have their prior standing election, if any, apply prospectively to commence or recommence Before-Tax Contributions under the Plan. In such cases, the prior standing election, if any, will become effective, unless modified, as of the first day of the first pay period after making such election, provided such election is made by such advance notice period as prescribed by the Committee from time to time. Otherwise, such prior standing election (or new election following rehire) shall become effective as of the next following pay period.

A Participant may elect, in such manner as prescribed by the Committee, to increase, decrease or suspend his Compensation reductions (within the percentage limits stated above) as of the first day of any subsequent pay period. For such change to become effective as desired, such election change must be made by such advance notice period as prescribed by the Committee from time to time, otherwise such change shall become effective as of the next following pay period. Such elections shall be effective only with respect to Compensation not yet earned as of the effective dates of such elections.

The Before-Tax Contributions made on behalf of each Participant shall be paid by each Employer to the Trustee as soon as reasonably practicable after the end of every pay period and allocated to such Participant's Before-Tax Contributions Account as of the date such amounts were received by the Trustee.

The Committee may adopt rules and procedures governing the contribution elections and the administration of this Plan section 4.2.

(b) Catch-Up Contributions. Effective as of January 1, 2002, Participants who are eligible to make Before-Tax Contributions under the Plan and who have attained age 50 before the close of the Plan Year shall be eligible to make Catch-Up Contributions in accordance with, and subject to the limitations of, Code

section 414(v), and applicable regulations and guidance issued pursuant thereto. Such Catch-Up Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the making of such Catch-Up Contributions. Any Catch-Up Contributions that are made pursuant to this subsection (b) and Code section 414(v) shall not be eligible for the Matching Contributions described in Plan section 4.3.

For purposes of recordkeeping and communications with Participants, Catch-Up Contributions and Before-Tax Contributions may be aggregated and reported as held in the Participant's Before-Tax Contributions Account without changing the character of any Catch-Up Contributions as such for purposes of Code section 414(v).

(c)Excess Deferral Income. Effective January, 1, 2008, distributions of that part, if any, of the Before-Tax Contributions, including Roth Elective Deferrals of a Participant for his taxable year which, when added to the amounts he deferred under other plans or arrangements described in Code sections 401(k), 408(k), and 403(b), exceeding the deferral dollar limitation permitted by Code section 402(g) ("Excess Deferrals")

must be adjusted for income (gain or loss) through the end of the Plan Year to which such Excess Deferrals apply. The Committee has the discretion to determine and allocate income using any of the methods set forth below:

(1)Reasonable Method of Allocating Income. The Committee may use any reasonable method for computing the income allocable to Excess Deferrals, provided that the method does not violate Code section 401(a)(4), is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income to Participants' accounts.

(2)Alternative Method of Allocating Income. The Committee may allocate income to Excess Deferrals for the taxable year allocable to elective contributions by a fraction, the numerator of which is the Excess Deferrals for the Participant for the taxable year, and the denominator of which is the sum of:

(A)The total account balance attributable to Before-Tax Contributions, including Roth Elective Deferrals as of the beginning of the taxable year; and

(B)The Participant's Before-Tax Contributions, including Roth Elective Deferrals for the taxable year.

(3)Safe Harbor Method of Allocating Gap Period Income. The Committee may use the safe harbor method in this subparagraph to determine income on Excess Deferrals for the gap period. Under this safe harbor method, income on Excess Deferrals for the gap period is equal to 10 percent of the income allocable to Excess Deferrals for the taxable year that would be determined under subparagraph (2) above, multiplied by the number of calendar months that have elapsed since the end of the taxable year. For purposes of calculating the number of calendar months that have elapsed under the safe harbor method, a corrective distribution that is made on or before the 15th day of a month is treated as made on the last day of the preceding month and a distribution made after the 15th day of a month is treated as made on the last day of the month.

4.3 Matching Contributions and Discretionary Matching Contributions

(a) Matching Contributions. Effective January 1, 2006, for each Plan Year, each Employer shall make a Matching Contribution to the Trust Fund on behalf of each Participant who has elected to make After-Tax Contributions, Before-Tax Contributions, or Roth Elective Deferrals for the Plan Year. The Matching Contributions shall equal 100 percent of the After-Tax Contributions, Before-Tax Contributions, or Roth Elective Deferrals made by a Participant up to six percent of the Compensation of the Participant for the pay period (but not to exceed the limitation amount described in Plan section 4.8). Matching Contributions to be made on behalf of a Participant for any Plan Year shall be determined in reference to each pay period within such Plan Year during which the Participant has an election in effect with respect to After-Tax Contributions, Before-Tax Contributions, or Roth Elective Deferrals. In addition, at the end of each Plan Year and such other date or dates as the Committee shall deem appropriate in its sole discretion, the maximum Matching Contributions to be made on behalf of a Participant for any Plan Year shall be determined in reference to the Compensation of the Participant for the entire Plan Year to date. If said annual limit on Matching Contributions increases the Matching Contribution for any Participant, then such additional Matching Contributions shall be made in cash or in Company stock (as described below) in an amount determined by the Committee prior to the date of filing the Company's income tax return for such Plan Year. The Matching Contributions in total shall equal 100 percent of the After-Tax Contributions, Before-Tax Contributions, or Roth Elective Deferrals made by a Participant up to six percent of the Compensation of the Participant for the entire Plan Year period.

The Matching Contributions made on behalf of each Participant may be paid by each Employer to the Trustee in the form of cash or Company stock; provided that Matching Contributions shall be paid in cash in such amounts and at such times as needed to provide the Trust with funds sufficient to satisfy the ESOP Loan repayment for the applicable year, except to the extent such principal and interest payments have been otherwise satisfied. Company

stock released from the suspense account pursuant to Plan section 7.1 shall be allocated pursuant to Plan section 4.7 to such Participant's Matching Contributions Account as of the date of the release.

(b)Discretionary Matching Contributions. Effective as of January 1, 1999, Discretionary Matching Contributions shall no longer be permitted to be made to the Plan. Discretionary Matching Contributions, if any, which were previously made shall be subject to all of the provisions of the Plan regarding Matching Contributions, including, but not limited to, the vesting provisions of Article 5, the distribution and withdrawal provisions of Article 6, and the investment election provisions of Article 7.

4.4 ESOP Contributions

(a)ESOP Reversion Contribution from Retirement Plan. Effective as of December 1, 1986, the Inactive Employees Plan of the Retirement Plan for Employees of Cullen/Frost Bankers, Inc., and Its Affiliates was terminated. The

excess assets under said terminated plan were transferred to the Plan on behalf of the Employers participating in the Plan as of December 1, 1986, invested in Company stock, and allocated to the Participants' ESOP Accounts prior to January 1, 1991.

(b)Regular ESOP Contributions. For each Plan Year, the Employer may make an ESOP Contribution to the Trust Fund on behalf of each Participant who, during the Plan Year was actively employed by the Employer on the last day of such Plan Year, retired on or after attaining age 55 with at least five years of Service, died, or incurred a Disability, and such contribution shall be made in cash or Company stock in an amount determined by the Board prior to the date of filing the Company's income tax return for such Plan Year; provided that ESOP Contributions shall be paid in cash in such amounts and at such times as needed to provide the Trust with funds sufficient to satisfy the ESOP Loan repayment for the applicable year (after subtraction of such loan repayment made under Plan section 4.5), except to the extent such principal and interest have been otherwise satisfied. Company stock held in a suspense account under Plan section 7.1 and released by the repayment of the ESOP Loan by ESOP Contributions and any additional ESOP Contributions not applied to the repayment of the ESOP Loan shall be allocated pursuant to Plan section 4.5.

(c)Subaccounts. The Committee shall maintain or cause to be maintained, such subaccounts as it deems necessary to the beneficial interests of each Participant under his ESOP Account, including but not limited to information necessary to determine and distinguish Company stock released from any suspense account described in Plan section 7.1 from other Company stock and to account for cash, if any, held in his ESOP Account.

4.5 Allocation of Matching Contributions and ESOP Contributions

Matching Contributions and ESOP Contributions that are to be applied to ESOP Loan amortization payments shall not actually be allocated to Participants' Accounts, but shall be treated as so allocated (in the same proportions as the shares of Company stock that are thereby released from the suspense account are to be allocated to Participants' Accounts) solely for the purposes of applying the limitations of Code section 415. Company stock released from the suspense account by the amortization of the ESOP Loan and any additional Matching and ESOP Contributions shall be allocated in the following manner:

(a)A percentage (not to exceed 100 percent) shall be determined by dividing the value of Matching Contributions to be made by the Employer for the Plan Year by the value of the Company stock released from the suspense account for the Plan Year pursuant to Plan section 7.1 and the forfeitures to be reallocated pursuant to Plan section 4.7. For the purpose of determining the value of Company stock for this calculation, the current market value of the Company stock determined in accordance with Plan section 7.4 on the most recent Valuation Date coinciding with or preceding the date the allocation is being made shall be used.

(b)The percentage determined in subsection (a), above shall be multiplied by the total number of shares of Company stock released from the suspense account and the forfeitures to be reallocated pursuant to Plan section 4.7 for the relevant pay period of the Plan Year, and the resulting number of full and fractional shares of Company stock shall be allocated to the Matching Contributions Accounts of Participants eligible to receive Matching Contributions under Plan section 4.3 for the relevant pay period of the Plan Year. Such allocation shall be made in the ratio that each Participant's After-Tax Contributions, Before-Tax Contributions, and Roth Elective Deferrals (up to six percent of the Participant's Compensation for each pay period) bears to the Employer's Matching Contributions for the relevant pay period of the Plan Year.

(c)Any additional Matching Contributions contributed by an Employer in cash or Company stock which are not applied to reduce the ESOP Loan shall be allocated to the Matching Contribution Accounts of Participants in an amount which, when added to the value of the Company stock released from the suspense account pursuant to Plan section 7.1 and allocated under subsection (b), above, shall equal the matching contribution percentage (100 percent for each Plan Year) of each Participant's After-Tax Contributions, Before-Tax Contributions, and Roth Elective Deferrals (up to six percent of the Participant's Compensation for each pay period).

(d)The remaining shares of Company stock released pursuant to Plan section 7.1 which are not allocated pursuant to subsection (b), above and any additional ESOP Contributions contributed by an Employer in cash or Company stock which are not applied to reduce the ESOP Loan shall be allocated to the ESOP Accounts of all Participants eligible to receive ESOP Contributions under Plan section 4.4 for the Plan Year. Such allocation shall be made in the ratio that each such Participant's Compensation during such Plan Year bears to the total Compensation during such Plan Year of all Participants entitled to share in ESOP Contributions.

4.6 Rollover Contributions

(a)Amounts and Methods. The term "Rollover Contributions" shall mean the contributions described under this Plan section 4.6, which include part or all of an "Eligible Rollover Distribution", as defined in subsection (b)(1), below. An Eligible Employee of an Employer may, in accordance with procedures approved by the Committee and subject to the terms and limitations described below, make Rollover Contributions using the following methods:

(1)An Eligible Employee may contribute a Rollover Contribution of the amounts described above to the Plan; provided, however, that such a contribution must be paid over to the Trustee in cash on or before the 60th day after receipt by the Eligible Employee of the distribution (except where a longer period may apply pursuant to a waiver under Code section 402(c)(3)(B)); or

(2)An Eligible Employee of an Employer may make a Rollover Contribution of an "Eligible Rollover Distribution", as defined in subsection (b)(1), below, by a payment to the Trust Fund directly from an "Eligible Retirement Plan," as defined in subsection (b)(2), below.

(b)Definitions. For purposes of this Plan section 4.6:

(1) An "Eligible Rollover Distribution" shall have the same meaning provided in Plan section 6.11(b)(4) except that the distribution must be from the balance to the credit of the Eligible Employee from an "Eligible Retirement Plan" other than the Plan. For purposes of this subparagraph (1), this Plan is a plan that agrees to provide for the separate accounting as described in Code

section 402(c)(2)(A).

(2)An "Eligible Retirement Plan" shall have the same meaning provided in Plan section 6.11(b)(3).

(c)Limitations. Rollover Contributions to the Plan are subject to the following limitations:

(1) The Eligible Rollover Distribution must have been accrued by the Eligible Employee under the Eligible Retirement Plan of his former employer or awarded to the Eligible Employee as an alternate payee under a qualified domestic relations order, as defined in Code section 414(p), as the Spouse or former Spouse of a participant in the Eligible Retirement Plan;

(2)An Eligible Employee may make Rollover Contributions relating to any Eligible Retirement Plan; provided, however, that an Eligible Employee shall not be permitted to make more than two Rollover Contributions with respect to distributions from any particular Eligible Retirement Plan;

(3)Effective January 1, 1998, all Rollover Contributions must be made in the form of cash or cash equivalents subject to the two following exceptions:

(A)Rollover Contributions may be made in the form of Company stock; and

(B)Rollover Contributions may be made in the form of an outstanding plan account loan of an Eligible Employee that is maintained under a "qualified trust" (meaning an employees' trust described in Code section 401(a) which is exempt from tax under Code section 501(a)) of

another plan maintained by the Company or an Affiliate, or is maintained under a "qualified trust" of a plan maintained by an entity involved in an acquisition with the Company or an Affiliate, if such Eligible Employee becomes employed by the Company or Affiliate as a result of such acquisition; provided, however, that such loan transfer shall only be permitted if the Eligible Employee is transferring his entire plan account to this Plan and such transfer satisfies such other rules and requirements as are established by the Committee for such loan transfers;

(4)The Committee may establish such reasonable procedures as it deems necessary to facilitate the direct rollover of any promissory notes described above in subparagraph (3)(8) and to ensure that after the rollover, each loan under the Plan complies with Code section 72(p), ERISA section 408(b)(1), and the regulations thereunder. By way of illustration and not limitation, the Committee may reamortize directly rolled over loans to accommodate repayment of the loans in conjunction with the payroll schedules of an Employer so as to comply with maximum permitted loan terms.

(5)The Plan shall not accept a Rollover Contribution in an amount less than $200.

(d) Rollover Account; Rules and Procedures. All Rollover Contributions under this Plan section 4.6 with respect to an Eligible Employee shall be credited and allocated to such Eligible Employee's Rollover Contributions Account. The funds in such Rollover Contributions Account shall be fully vested and nonforfeitable. The Committee shall establish such procedures and may require such additional information from the Participant as it deems necessary or appropriate to determine that a proposed Rollover Contribution will satisfy the provisions of this Plan section 4.6. Rollover Contributions shall be transmitted to the Trustee to be invested in such Investment Funds as the Eligible Employee may select, in accordance with such rules as are provided in Article 7, or in accordance with other procedures approved by the Committee.

4.7 Application of Forfeitures

Forfeitures occurring during a Plan Year in the Matching Contributions Account or ESOP Account of a Member shall be used to reduce the amount of Matching Contributions or other contributions due to be paid by the Employers, and as a result of any such reduction, such amount shall thereby be applied and allocated as a Matching Contribution.

4.8 Limitations on Contributions

(a)Dollar Limit on Before-Tax Contributions. Effective January 1, 2002, in no event shall any Employer make Before-Tax Contributions on behalf of a Participant for any calendar year in excess of the "applicable dollar amount" in effect for such year as provided for under Code section 402(g)(1)(B) (as such amount may be adjusted in accordance with the provisions of Code section 402(g)(4)). This limit shall be applied by aggregating all plans and arrangements maintained by the Company and all Affiliates that provide for elective deferrals (as defined in Code section 402(g)). Effective September 1, 2007, determination of whether the "applicable dollar amount" described above has been exceeded shall be based upon both Before-Tax Contributions and any Roth Elective Deferrals made by a Participant in lieu of Before-Tax Contributions.

(b)Preventing Excess Deferrals. If before the end of a calendar year, the Committee determines (or the Participant notifies his Employer that he has determined) that Before-Tax Contributions and Roth Elective Deferrals made in lieu of Before-Tax Contributions to be made on behalf of a Participant for that calendar year would exceed the limits of this Plan section 4.8 or Code section 402(g), then the Committee shall take one or both of the following steps, to the extent necessary, to avoid exceeding the limits of this Plan section 4.8 or Code section 402(g):

(1)Permit a Participant to submit a revised election under Plan section 4.2; or

(2)Reduce the Before-Tax Contributions or Roth Elective Deferrals made in lieu of Before-Tax Contributions that otherwise would be made, pursuant to the Participant's current election, for the rest of the calendar year (and adjust the corresponding reductions in earnings) so that the limits are not exceeded.

(c)Correcting Excess Deferrals. If excess elective deferrals have been made on the Participant's behalf in excess of the limits of Code section 402(g), then the excess elective deferrals shall be corrected as follows:

(1)The Participant must notify the Committee, by such other means as the Committee shall prescribe, no later than March 1, immediately following the close of a calendar year, stating that the sum of the items described in subsection (a) are in excess of the limits of Code section 402(g). The notice provided by the Participant shall state the portion of such excess amount that has been allocated to this Plan as an excess elective deferral.

The amount of the excess elective deferral allocated to this Plan shall not exceed the total amount of the Before-Tax Contributions and Roth Elective Deferrals made in lieu of Before-Tax Contributions (excluding Catch-Up Contributions) made on behalf of the Participant for that calendar year. The Committee may require the Participant to certify to the amount of the excess elective deferral and to provide substantiating evidence satisfactory to the Committee. The Participant may designate the extent to which the excess elective deferral is composed of Before-Tax Contributions and Roth Elective Deferrals made in lieu of Before-Tax contributions, but only to the extent such types of contributions were made for a Plan Year. Such designation by a Participant shall be permitted under any uniform method determined by the Committee. If a Participant does not designate which type of contributions are to be distributed, the Plan shall distribute Before-Tax Contributions to the extent possible

(2)If the Participant does not provide the notice described in subparagraph (1) by the following March 1, but it is determined that Before-Tax Contributions and Roth Elective Deferrals made in lieu of Before-Tax Contributions (excluding Catch-Up Contributions) made on behalf of a Participant for a calendar year inadvertently exceed the limits of subsection (a), then the excess elective deferral for the calendar year shall be distributed in accordance with this subsection. To the extent possible, the Plan shall distribute Before-Tax Contributions.

(3) The Committee shall direct the Trustee to distribute, by April 15 following the close of the calendar year, the excess elective deferral for that calendar year allocated (or deemed allocated) to the Plan by the Participant. The distributed excess elective deferral shall be withdrawn from the Investment Funds in which the Before-Tax Contributions or Roth Elective Deferrals made in lieu of Before-Tax Contributions are then invested on a pro rata basis. The Trustee shall also distribute the net income attributable to the excess elective deferrals, as determined by the Committee in accordance with one of the methods permitted under Treasury Regulations section 1.402(g)-1(e)(5). Any Matching Contributions that have been made with respect to excess deferrals that are distributed to a Highly Compensated Employee, in accordance with this subsection, shall be forfeited, as soon as is practicable after corrective distributions are made. Such Matching Contributions shall be forfeited, whether or not the Participant would otherwise have a vested interest in those Matching Contributions, pursuant to Plan section 5.2.

4.9 Limitations on Annual Account Additions

(a)Annual Account Addition. "Annual Account Addition" means for any Participant for any Plan Year, which shall also be the limitation year, the sum of

(1)Employer contributions made for him under any defined contribution plan for such Plan Year;

(2)Such Participant's contributions to any defined contribution plan for such Plan Year;

(3)Forfeitures allocated to him under any defined contribution plan for such Plan Year; and

(4)Contributions allocated on his behalf to any individual medical account under Code sections 401(h)(6) and 419A(d).

Any "defined contribution plan" means all defined contribution plans of the Company and Affiliates considered as one plan. For purposes of this section, "Affiliate" shall have the meaning prescribed in Plan section 2.1(c), except that the phrase "more than 50 percent" shall be substituted for the phrase "at least 80 percent" each place it appears in Code section 1563(a)(1). For the purpose of determining the value of Company stock allocated to a Participant's Account which has been released from a loan suspense account under Plan section 7.1, the value of such Company stock shall be its value at the date of contribution to the Trust. A restored forfeiture pursuant to Plan section 6.3 shall not be included as part of any Participant's Annual Account Addition.

Notwithstanding the foregoing, if no more than one-third of Employer contributions are allocated to Highly Compensated Employees, a Participant's Annual Account Addition does not include Employer contributions which are applied to the payment of interest accruing under the ESOP Loan or forfeitures of Company stock reallocated to a Member's ESOP Account and Matching Contributions Account.

(b)Limitation. A Participant's Annual Account Addition for any Plan Year shall not exceed the lesser of:

(1)$40,000 (or such adjusted amount as prescribed under Code section 415(d)); or

(2)100 percent of such Participant's Compensation for such Plan Year.

The limitation in subparagraph (2) shall not apply to:

(1)Any contribution for medical benefits (within the meaning of Code section 419A(f)(2)) after separation from service which are treated as an Annual Account Addition, or

(2)Any amount otherwise treated as an Annual Account Addition under Code section 415(1)(1).

(a)Reduction in Annual Account Additions. If in any Plan Year a Participant's Annual Account Addition exceeds the limitation determined under subsection (b) above, such excess shall not be allocated to his accounts in any defined contribution plan but shall be handled in the following manner and order until such excess is eliminated:

(1)Participant's portions of the allocations of After-Tax Contributions for such Plan Year as adjusted for related gain to the extent there were no attributable Matching Contributions or Discretionary Matching Contributions shall be returned to the Participant;

(2)Participant's portions of the allocations of After-Tax Contributions for such Plan Year as adjusted for related gain and any attributable Matching Contributions or Discretionary Matching Contributions shall be returned to the Participant and the attributable Matching Contributions or Discretionary Matching Contributions shall be placed in a suspense account;

(3)Participant's portions of the allocations of Before-Tax Contributions for such Plan Year as adjusted for related gain to the extent there were no attributable Matching Contributions or Discretionary Matching Contributions shall be refunded to the Participant;

(4)Participant's portions of the allocations of Before-Tax Contributions for such Plan Year as adjusted for related gain and any attributable Matching Contributions or Discretionary Matching Contributions shall be placed in a suspense account;

(5)Participant's portions of the allocations of Roth Elective Deferrals for such Plan Year as adjusted for related gain to the extent there were no attributable Matching Contributions or Discretionary Matching Contributions shall be refunded to the Participant;

(6)Participant's portions of the allocations of Roth Elective Deferrals for such Plan Year as adjusted for related gain and any attributable Matching Contributions or Discretionary Matching Contributions shall be placed in a suspense account; and

(7)Participant's portions of the allocations of ESOP Contributions shall be placed in a suspense account, except that Participant's portion of Company stock which has been allocated to Participant after release from a suspense account under Plan section 7.1 shall be reallocated among other Participants eligible to share in the allocations of Company stock contributions for such Plan Year.

Any amount described above that is attributable to contributions of an Employer shall be used to reduce contributions by that Employer for the next following Plan Year. Such suspense account shall share in the gains and losses of the Trust Fund on the same basis as other Accounts.

The above reductions shall be applied first to the Cullen/Frost Bankers, Inc. Profit Sharing Plan, and thereafter to this Plan.

(d)Code Section 415. The limitations and provisions of this Plan section 4.9 shall be applied in accordance with the provisions of Code section 415 and the regulations issued thereunder, which are hereby incorporated by reference into the Plan. In addition, the limitations and reductions provided for in this Plan section 4.9 shall be applied in accordance with such rules as the Committee may prescribe from time to time to carry out the provisions of this Plan section 4.9 and Code section 415, including any transition rules which are or have been applicable under Code section 415 resulting from the changes in the limitations provided thereunder. Any Plan provisions incorporating the provisions of prior Treasury Regulations section 1.415-6(b)(6) (as in effect for limitation years beginning prior to July 1, 2007) shall not apply for any limitation year beginning on or after January 1, 2008. Any correction of excess annual additions shall be administered pursuant to applicable IRS and Treasury guidance in effect at the time of such correction.

4.10 ADP/ACP Safe Harbor

(a)Applicability. Effective January 1, 2006, the provisions of this Plan section 4.1O apply because the Plan uses the alternative method of satisfying the actual deferral percentage test set forth in Code section 401(k)(12) ("ADP Test Safe Harbor") and the actual contribution percentage test set forth in Code section 401(m)(11) ("ACP Test Safe Harbor'').

(b)Elimination of Conditions on Matching Contributions. Notwithstanding any provision to the contrary, the Plan shall not impose any allocation conditions on Matching Contributions and the Plan shall be an ACP Test Safe Harbor Plan.

(c)Catch-Up Contributions. Catch-Up Contributions will be taken into account in applying the ADP Test Safe Harbor, if applicable

(d)Plan Year Requirement. Except as provided in Treasury Regulations sections 1.401(k)-3(e) and 1.401(k)-3(f), and below, the Plan will fail to satisfy the requirements of Code section 401(k)(12) and this Plan section 4.10 for a Plan Year unless such provisions remain in effect for an entire 12-month Plan Year.

(e)Change of Plan Year. If a Plan has a short Plan Year as a result of changing its Plan Year, then the Plan will not fail to satisfy the requirements of this Plan section 4.10 merely because the Plan Year was less than 12 months, provided that:

(1)The Plan satisfied the ADP Test Safe Harbor and ACP Test Safe Harbor requirements for the immediately preceding Plan Year; and

(2)The Plan satisfies the ADP Test Safe Harbor or ACP Test Safe Harbor requirements (determined without regard to Treasury Regulations section 1.401(k)-3(g)) for the immediately following Plan Year (or for the

immediately following 12 months if the immediately following Plan Year is less than 12 months.

(f)Timing of Matching Contributions. If the ADP Test Safe Harbor contribution being made to the Plan is a Matching Contribution (or any ACP Test Safe Harbor Matching Contribution) that is made separately with respect to each payroll period (or with respect to all payroll periods ending with or within each month or quarter of a Plan Year) taken into account under the Plan for the Plan Year, then safe harbor Matching Contributions with respect to any Before-Tax Contributions or After-Tax Contributions made during a Plan Year quarter must be contributed to the Plan by the last day of the immediately following Plan Year quarter.

(g)Exiting Safe Harbor Matching. The Employer may amend the Plan during a Plan Year to reduce or eliminate prospectively any or all Matching Contributions under the Plan (including ADP Test Safe Harbor Matching Contributions) provided:

(1)The Plan Administrator provides a supplemental notice to the Participants which explains the consequences of the amendment, specifies the amendment's effective date, and informs Participants that they will have a reasonable opportunity to modify their Before-Tax Contribution and Roth Elective Deferral elections and, if applicable, After-Tax Contribution elections;

(2)Participants have a reasonable opportunity (including a reasonable period after receipt of the supplemental notice) prior to the effective date of the amendment to modify their Before-Tax Contribution and Roth Elective Deferral elections and, if applicable, After-Tax Contribution elections; and

(3)The amendment is not effective earlier than the later of:

(A) Thirty days after the Plan Administrator provides such supplemental notice; or

(B) The date the Employer adopts the amendment.

If the Company amends the Plan to eliminate or reduce any Matching Contribution under this subsection (f), effective during the Plan Year, the Company must continue to apply all of the ADP Test Safe Harbor and ACP Test Safe Harbor requirements of the Plan until the amendment becomes effective and also must apply for the entire Plan Year, using current year testing, the actual deferral percentage test and the actual contribution percentage test.

(h)Plan Termination. The Company may terminate the Plan during a Plan Year in accordance with Plan termination provisions of the Plan and this subsection (h).

(1)Acquisition/Disposition or Substantial Business Hardship. If the Company terminates the Plan resulting in a short Plan Year, and the termination is on account of an acquisition or disposition transaction described in Code section 410(b)(6)(C), or if the termination is on account of the Employer's substantial business hardship within the meaning of Code section 412(d), then the Plan remains an ADP Test Safe Harbor or ACP Test Safe Harbor Plan provided that the Employer satisfies the ADP Test Safe Harbor or ACP Test Safe Harbor provisions through the effective date of the Plan Termination.

(2)Other Termination. If the Company terminates the Plan for any reason other than as described in subparagraph (1), above, and the termination results in a short Plan Year, the Employer must conduct the termination under the provisions of subsection (e), above, except that the Company need not provide Participants with the right to change their Before-Tax Contribution elections.

4.11 Roth Elective Deferrals

(a)General Application. Effective as of September 1, 2007, the Plan will accept Roth Elective Deferrals made on behalf of Participants. A Participant's Roth Elective Deferrals will be allocated to a separate Account maintained for such deferrals as described in subsection {b). Unless specifically stated otherwise, Roth Elective Deferrals will be treated as Before-Tax Contributions for all purposes under the Plan.

(b)Separate Accounting. Contributions and withdrawals of Roth Elective Deferrals will be credited and debited to the Roth Elective Deferral Account maintained for each Member. The Plan will maintain a record of the amount of Roth Elective Deferrals in each Member's Account. Gains, losses, and other credits or charges must be separately allocated on a reasonable and consistent basis to each Member's Roth Elective Deferral Account and the Member's other Accounts under the Plan. No contributions other than Roth Elective Deferrals and properly attributable earnings will be credited to each Member's Roth Elective Deferral Account.

(c)Direct Rollovers. Notwithstanding Plan section 6.11, a Direct Rollover of a Distribution from a Roth Elective Deferral Account under the Plan will only be made to another Roth Elective Deferral Account under an applicable retirement plan described in Code section 402A(e)(1) or to a Roth IRA described in Code section 408A, and only to the extent the rollover is permitted under the rules of Code section 402(c). Notwithstanding Plan section 4.6, the Plan will accept a Rollover Contribution to a Roth Elective Deferral Account only if it is a Direct Rollover from another Roth Elective Deferral Account under an applicable retirement plan described in Code section 402A(e)(1) and only to the extent the Rollover is permitted under the rules of Code section 402(c). The Plan will not provide for a Direct Rollover (including an automatic rollover) for distributions from a Member's Roth Elective Deferral account if the amounts of the distributions that are Eligible Rollover Distributions are reasonably expected to total less than $200 during a year. In addition, any distribution from a Member's Roth Elective Deferral Account is not taken into account in determining whether distributions from a Member's other Accounts are reasonably expected to total less than $200 during a year. The provisions of the Plan that allow a Member to elect a Direct Rollover of only a portion of an Eligible Rollover Distribution but only if the amount rolled over is at least $500 is applied by treating any amount distributed from the Member's Roth Elective Deferral Account as a separate distribution from any amount distributed from the Member's other Accounts in the Plan, even if the amounts are distributed at the same time.

(d)Correction of Excess Contributions. In the case of a distribution of excess contributions, a Highly Compensated Employee may designate the extent to which the excess amount is composed of Before-Tax Contributions and Roth Elective Deferrals but only to the extent such types of deferrals were made for the year. If the Highly Compensated Employee does not designate which types of Elective Deferrals are to be distributed, the Plan will distribute Before-Tax Contributions first.

Article 5.Vesting in Accounts

5.1After-Tax Contributions Account, Before-Tax Contributions Account, Roth Elective Deferral Account and Rollover Contributions Account

A Member shall at all times be fully vested and have a nonforfeitable interest in his After-Tax Contributions Account, Before-Tax Contributions Account, Roth Elective Deferral Account, and Rollover Contributions Account.

5.2ESOP Account and Matching Contributions Account

(a)General. A Member whose Employment Commencement Date was before January 1, 1991 shall be fully vested and have a nonforfeitable interest in his

Matching Contributions Account and ESOP Account. A Member whose Employment Commencement Date was after December 31, 1990 and who terminated from employment prior to January 1, 1999, shall have a vested and nonforfeitable interest in that portion of his Matching Contributions Account and ESOP Account in accordance with the following schedule:


Completed Years of Service			Vested Percentage
Less than 1 Year			0%
1 Year			20%
2 Years			40%
3 Years			60%
4 Years			80%
5 or More Years			100%

(b) Adjusted Vested Percentage. In any case where a forfeiture which occurred after the Participant was partially vested is restored in accordance with the provisions of Plan section 6.3 at a time when the Member's vested percentage in his Matching Contributions Account and ESOP Account is less than 100 percent (as determined under the other provisions of this Plan section 5.2), the vested portion of the Member's Matching Contributions Account or ESOP Account determined at such time or any subsequent time before such Member becomes 100 percent vested in his Matching Contributions Account and ESOP Account (as determined under the other provisions of this Plan section 5.2) shall be determined as follows:

(1)The amount(s) previously so distributed to the Member from his Matching Contributions Account or ESOP Account shall be added to the then current balance of such Account determined as of such date or later date when the vested portion of his Matching Contributions Account or ESOP Account is being determined;

(2)The amount determined under subparagraph (1), above, shall be multiplied by the vested percentage in subsection (a) as of such date when his vested portion of his Matching Contributions Account or ESOP Account is being determined; and

(3)The amount(s) previously so distributed to the Member shall be deducted from the product calculated under subparagraph (2), above, to determine the vested portion of his Matching Contributions Account or ESOP Account on such date or later date.

(c)Accelerated Vesting. Notwithstanding subsection (a), above, a Member shall be fully vested and have a nonforfeitable interest in his entire Matching Contributions Account and ESOP Account if:

(1)While still an Employee, the Employee attains Normal Retirement Age;

(2)He dies or suffers a Disability while an Employee; or

(3)While he is an Employee, contributions to the Plan are completely discontinued or the Plan is terminated, or the Plan is partially terminated and such Member is affected by such partial termination.

(d)Vesting Under Plan Prior to Amendment and Restatement. A Participant with three or more years of service on December 31, 1990 shall be entitled to continue under the vesting schedule in effect on December 31, 1990, if at termination of employment it would produce a larger vested benefit for such Participant.

(e)Vesting After 1998. Notwithstanding any Plan provisions to the contrary, effective January 1, 1999, a Member shall at all times be fully vested and have a nonforfeitable interest in his entire Account. Members who terminated employment prior to January 1, 1999, shall remain subject to the prior vesting provisions under this Plan section 5.2 and the forfeiture provisions under Plan section 6.3.

(f)Vesting Calculation After Partial Plan Termination or Similar Event. All periods of Service before and after a partial plan termination or freeze in Plan contributions must be aggregated as contemplated by Revenue Ruling 2003-65.

5.3 Accounts Transferred from Citizens State Bank

Notwithstanding any provisions to the contrary, effective as of December 31, 1997, all Participants in the Citizens State Bank 401-k Profit Sharing Plan whose accounts were transferred into the Plan as of December 31, 1997, shall be fully vested in such transferred accounts. All benefits which accrue under the Plan shall be subject to the vesting schedules provided under Plan sections 5.1 and 5.2, whichever is applicable.

5.4 Accounts Transferred from Harrisburg Bank

Notwithstanding any provisions of the Plan to the contrary, effective as of June 1, 1998, all participants under the Harrisburg Bank Thrift Plan whose accounts were transferred into the Plan as of June 1, 1998, shall be fully vested in such transferred accounts. All benefits which accrue under the Plan shall be subject to the vesting schedules provided under Plan sections 5.1 and 5.2, as applicable.

Article 6. Distributions and Withdrawals

6.1Distribution Upon Retirement, Death, or Disability

Upon a Member's retirement at or after his Normal Retirement Age or termination of employment because of his Disability or death, the Member's Account shall be distributed to the Member, or to his Beneficiary in case of his death, pursuant to the terms of Plan section 6.4. The value of the Member's Account shall be determined as of the last Valuation Date preceding the date of such distribution. Notwithstanding any provision to the contrary, the value of any Company stock for which payment in cash is to be made shall be determined in accordance with the procedures described in Plan section 7.4. Effective as of March 28, 2005, if the nonforfeitable portion of a Member's Account exceeds $1,000, then such distribution shall not be made (without the Member's consent) at any time before the earlier of his 65th birthday or his death. The above $1,000 limitation was previously $5,000 for distributions made between January 1, 1998 and March 28, 2005, and $3,500 for distributions prior to January 1, 1998. Information regarding the Member's Account shall be given and consent obtained at the time and in the manner required by law. For purposes of this Plan section 6.1, in addition to a determination of a Disability as determined under the definition of "Disability" in Plan section 2.1(m), a Member shall be considered to have terminated employment due to a "Disability" if such Member has been determined to be disabled and is eligible to receive benefits due to such disability under Social Security or a benefit program maintained by an Employer providing for long-term disability benefits. Notwithstanding the foregoing provisions of this Plan section 6.1 in calculating the distribution dollar threshold amount described herein ($1,000 for periods on or after March 28, 2005), amounts credited to a Member's Account that are credited to a Rollover Contributions Account shall not be recognized.

6.2Distribution Upon Termination of Employment for Reasons Other Than Retirement, Death, or Disability

Upon the termination of employment of a Member for any reason other than his retirement at or after Normal Retirement Age, death, or Disability, the full amount of the Member's After-Tax Contributions Account, Before-Tax Contributions Account, Roth Elective Deferral Account, Nonelective Discretionary Contributions Account, and Rollover Contributions Account and the vested portion of his ESOP Account and Matching Contributions Account shall be distributed to him, pursuant to the terms of Plan section 6.4. The value of the Member's Account shall be determined as of the last Valuation Date preceding the date of such distribution. Notwithstanding any provision to the contrary, the value of any Company stock for which payment in cash is to be made shall be determined in accordance with the procedures described in Plan section 7.4. Effective as of March 28, 2005, if the nonforfeitable portion of a Member's Account exceeds $1,000 ($3,500 for distributions prior to January 1, 1998 and $5,000 for distributions made before March 28, 2005 and after December 31, 1997), then such distribution shall not be made (without the Member's consent) at any time before the earlier of his 65th birthday or his death. A Member's consent is not valid unless the Member has received a general description of the material features and an explanation of the relative values of optional forms (if any) available to the Member and information regarding the Member's right to defer receipt of the distribution. Such information shall be given and consent obtained within the time frames required by law. Notwithstanding the foregoing provisions herein, in calculating the distribution dollar threshold amount described herein ($1,000 for periods prior on or after March 28, 2005), amounts credited to a Member's Account that are credited to his Rollover Contributions Account shall not be recognized.

6.3 Forfeitures

(a)Effective as of March 28, 2005, if a Member's employment as an Employee terminates and the nonforfeitable portion of a Member's Account is not greater than $1,000 (and at the time of any prior distribution never exceeded the then applicable maximum dollar limit as reflected in Plan section 6.1), the Member shall receive a distribution of the value of the nonforfeitable portion of his Account, and the nonvested portion shall be treated as a forfeiture on the day on which the distribution occurred and applied pursuant to Plan section 4.7. If the Member terminates employment as an Employee and he is zero percent vested in his Account at such time, such Member shall be considered to have received a distribution of such zero balance amount on his termination of employment date and the foregoing provisions of this subsection (a) shall be applied to such Member. Notwithstanding the foregoing provisions herein, in calculating the distribution dollar threshold amount described herein ($1,000 for periods on or after March 28, 2005), amounts credited to a Member's Account that are credited to a Rollover Contributions Account shall not be recognized.

(b)Effective as of March 28, 2005, if a Member's employment as an Employee terminates and the value of the nonforfeitable portion of his Account is greater than $1,000 (and at the time of any prior distribution never exceeded the then applicable maximum dollar limit as reflected in Plan section 6.1), the Member may elect to receive a distribution of the nonforfeitable portion of his Account and the forfeitable portion of such Account will be treated as a forfeiture on the day on which the distribution occurred and applied pursuant to Plan section 4.7. Notwithstanding the foregoing provisions herein, in calculating the distribution dollar threshold amount described herein ($1,000 for

periods on or after March 28, 2005), amounts credited to a Member's Account that are credited to a Rollover Contributions Account shall not be recognized.

(c)If a Member receives a distribution pursuant to subsection (a) or (b) which is less than the value of the Member's Account and is reemployed by any Employer or nonparticipating Affiliate prior to incurring five consecutive One-Year Periods of Severance, the portion of such Account forfeited pursuant to subsection (a) or (b) shall be automatically restored to his Account. The source for restoring forfeitures shall be first, current forfeitures, and if insufficient, an additional contribution by the Member's Employer.

(d)In the event a Member has the forfeitable portion of his Account restored as provided in subsection (c), the vested portion of the Member's Account determined at such time or any subsequent time before such Member becomes 100 percent vested shall be determined in accordance with Plan section 5.2(b).

(e)If a Member incurs five consecutive One-Year Periods of Severance, he shall permanently forfeit the portion of his Account that was not vested pursuant to Plan section 5.2 at the time of his initial termination of employment, or if no amount was forfeited at such time, he shall permanently forfeit the nonvested portions of his Account at the time he incurs such five consecutive One-Year Periods of Severance, and such forfeitures shall be applied pursuant to Plan section 4.7.

(f)Notwithstanding any Plan provisions to the contrary, the nonvested interest, if any, in the Account of a Member whose Service terminated under the Plan prior to the Effective Date shall be treated as a forfeiture as of the date on which the Member incurs five consecutive One-Year Periods of Severance (or, if earlier, the date of the Member's death) in accordance with the terms of the Plan in effect at his termination. Any such forfeitures which are recognized after the Effective Date shall be applied pursuant to Plan section 4.7.

(g)If a portion of a Participant's Account is forfeited, Company stock which was allocated from a loan suspense account as described in Plan section 7.1 shall be forfeited only after other assets.

6.4 Commencement of Distributions

(a)Subject to the provisions of Plan sections 6.1 and 6.2, distributions pursuant to Plan sections 6.1 and 6.2 shall be made or commence to the Member or his Beneficiary as soon as practicable following the date the Member (or Beneficiary) elects to commence their Plan benefit.

(b)Subject to Plan sections 6.1 and 6.2 distribution of a Member's Account will begin not later than the 60th day after the later to close of the Plan Year in which:

(1)He attains Normal Retirement Age; or

(2)His termination of employment occurs.

(c)If a Member dies after termination of employment but prior to receiving the full distribution of his Account to which he is entitled under this Article 6, any unpaid balance at the time of his death shall be distributed to the Member's Beneficiary in a lump sum, to be distributed as soon as practicable and permissible under the Code after his death.

(d)Amounts payable hereunder shall continue to be maintained and adjusted under Plan sections 8.3 and 8.4 pending such payment.

(e)Notwithstanding any Plan provisions to the contrary, no distribution shall be made from a Before-Tax Contributions Account or a Roth Elective Deferral Account earlier than upon one of the following events:

(1)The Participant's retirement, death, Disability or severance from employment;

(2)The termination of the Plan without establishment or maintenance of another defined contribution plan (other than an employee stock ownership plan or a simplified employee pension);

(3)The Participant's attainment of age 59½ or the Participant's hardship; and

(4)A corporate transaction resulting in the Participant's severance from employment within the meaning of Code section 401(k)(2)(B)(i)(1).

Subparagraph (2) applies only if the distribution is in the form of a lump sum. Provided further that no such distribution will be processed pursuant to this Plan section 6.4 from a Roth Elective Deferral Account unless

such distribution is determined to be a "qualified distribution" within the meaning of Treasury Regulations section 1.402A-1, including the 5-taxable-year period of participation described therein.

6.5 Method of Distribution

All distributions from a Member's Account shall be in a lump sum. Payment shall be made either in cash, Company stock, or part in cash and part in Company stock as elected by the Participant (or the Beneficiary, if applicable) except that the value of fractional shares of Company stock shall be distributed in cash. Notwithstanding the foregoing, the portion of the Participant's Account that the Participant elected to invest in an Investment Fund other than the Company Stock Fund shall be distributed in cash only. If no election regarding the method of distribution is made, Company stock shall be distributed to the extent the Participant's Account is invested in the Company Stock Fund, and in any event cash shall be distributed in lieu of fractional shares. The value of Company stock for which payment in cash is to be made shall be determined in accordance with the procedures described in Plan section 7.4. Amounts payable hereunder shall continue to be maintained and adjusted under Plan sections 8.3 and 8.4 pending such payment. Notwithstanding the foregoing, and effective January 1, 2002, in the case of an automatic distribution of a Member's Account in accordance with Plan section 6.3(a), such distribution shall be entirely in cash, unless such Member (or Beneficiary, if applicable) elects Company stock for any portion of such Account invested in Company stock.

6.6 Minimum Distributions

(a)General Rules.

(1)Effective Date. The provisions of this Plan section 6.6 will be effective for Plan Years after 2001.

(2) Coordination with Minimum Distribution Requirements Previously in Effect. If the total amount of 2002 required minimum distributions under the Plan made to the distributee prior to January 1, 2002 equals or exceeds the required minimum distributions determined under this Plan section 6.6, then no additional distributions will be required to be made for 2002 on or after such date to the distributee. If the total amount of 2002 required minimum distributions under the Plan made to the distributee is less than the amount determined under this Plan section 6.6, then required minimum distributions for 2002 on and after such date will be determined so that the total amount of required minimum distributions for 2002 made to the distributee will be the amount determined under this Plan section 6.6.

(3)Precedence. The requirements of this Plan section 6.6 will take precedence over any inconsistent provisions of the Plan.

(4)Requirements of Treasury Regulations Incorporated. All distributions required under this Plan section 6.6 will be determined and made in accordance with the Treasury Regulations under Code section 401(a)(9).

(5) TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Plan section 6.6, distributions may be made under a designation made before January 1, 1984, in accordance with Tax Equity and Fiscal Responsibility Act ("TEFRA") section 242(b)(2) and the provisions of the Plan that relate to TEFRA section 242(b)(2).

(b)Time and Manner of Distribution.

(1)Required Beginning Date. The Member's entire interest will be distributed, or begin to be distributed, to the Member no later than the Member's required beginning date.

(2)Death of Member Before Distributions Begin. If the Member dies before distributions begin, the Member's entire interest will be distributed, or begin to be distributed, no later than as follows:

(A) If the Member's surviving Spouse is the Member's sole designated Beneficiary, then, except as provided in the Plan, distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained age 70½, if later.

(B) If the Member's surviving Spouse is not the Member's sole designated Beneficiary, then, except as provided in the Plan, distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Member died.

(C) If there is no designated Beneficiary as of September 30 of the year following the year of the Member's death, the Member's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Member's death.

(D) If the Member's surviving Spouse is the Member's sole designated Beneficiary and the surviving Spouse dies after the Member but before distributions to the surviving Spouse begin, this subsection (b)(2), other than subsection (b)(2)(A), will apply as if the surviving Spouse were the Member.

For purposes of subsections (b)(2) and (c), unless subsection (b)(2)(D) applies, distributions are considered to begin on the Member's required beginning date. If subsection (b)(2)(D) applies, distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under subsection (b)(2)(A). If distributions under an annuity purchased from an insurance company irrevocably commence to the Member before the Member's required beginning date (or to the Member's surviving Spouse before the date distributions are required to begin to the surviving Spouse under subsection (b)(2)(A)), the date distributions are considered to begin is the date distributions actually commence.

(3)Forms of Distribution. Unless the Member's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with this Plan section 6.6. If the Member's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code section 401(a)(9) and related Treasury Regulations.

(c)Required Minimum Distributions During Member's Lifetime.

(1)Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Member's lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

(A) The quotient obtained by dividing the Member's account balance by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulations section 1.401(a)(9)-9, using the Member's age as of the Member's birthday in the distribution calendar year; or

(B) If the Member's sole designated Beneficiary for the distribution calendar year is the Member's Spouse, the quotient obtained by dividing the Member's account balance by the number in the Joint and Last Survivor Table set forth in Treasury Regulations section 1.401(a)(9}-9, using the Member's and Spouse's attained ages as of the Member's and Spouse's birthdays in the distribution calendar year.

(2)Lifetime Required Minimum Distributions Continue Through Year of Member's Death. Required minimum distributions will be determined under this subsection (c) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Member's date of death.

(d)Required Minimum Distributions After Member's Death.

(1)Death On or After Date Distributions Begin.

(A) Member Survived by Designated Beneficiary. If the Member dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Member's death is the quotient obtained by dividing the Member's account balance by the longer of the remaining life expectancy of the Member or the remaining life expectancy of the Member's designated Beneficiary, determined as follows:

(i) The Member's remaining life expectancy is calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

(ii) If the Member's surviving Spouse is the Member's sole designated Beneficiary, the remaining life expectancy of the surviving Spouse is calculated for each distribution calendar year after the year of the Member's death using the surviving Spouse's age as of the Spouse's birthday in that year. For distribution calendar years after the year of the surviving Spouse's death, the remaining life expectancy of the surviving Spouse is calculated using the age of the surviving Spouse as of the Spouse's birthday in the calendar year of the Spouse's death, reduced by one for each subsequent calendar year.

(iii) If the Member's surviving Spouse is not the Member's sole designated Beneficiary, the designated Beneficiary's remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Member's death, reduced by one for each subsequent year.

(B) No Designated Beneficiary. If the Member dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Member's death, the minimum amount that will be distributed for each distribution calendar year after the year of the Member's death is the quotient obtained by dividing the Member's account balance by the Member's remaining life expectancy calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

(2)Death Before Date Distributions Begin.

(A) Member Survived by Designated Beneficiary. Except as provided in the Plan, if the Member dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Member's death is the quotient obtained by dividing the Member's account balance by the remaining life expectancy of the Member's designated Beneficiary, determined as provided in subsection (d).

(B) No Designated Beneficiary. If the Member dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Member's death, distribution of the Member's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Member's death.

(C) Death of Surviving Spouse Before Distributions to Surviving Spouse are Required to Begin. If the Member dies before the date distributions begin, the Member's surviving Spouse is the participant's sole designated Beneficiary, and the surviving Spouse dies before distributions are required to begin to the surviving Spouse under this Plan section 6.6, this subsection (d) will apply as if the surviving Spouse were the Member.

(4)Definitions.

(1)"Designated Beneficiary" means the individual who is designated as the Beneficiary under Plan section 2.1(f) and is the designated Beneficiary under Code section 401(a)(9) and Treasury Regulations section 1.401(a)(9)-1, Q&A-4.

(2)"Distribution Calendar Year" means a calendar year for which a minimum distribution is required. For distributions beginning before the Member's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Member's required beginning date. For distributions beginning after the Member's death, the first distribution calendar year is the calendar year in which distributions are required to begin under subsection (b)(2). The required minimum distribution for the Member's first distribution calendar year will be made on or before the Member's required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Member's required beginning date occurs, will be made on or before December 31 of that distribution calendar year.

(3)"Life Expectancy" means life expectancy as computed by use of the Single Life Table in Treasury Regulations section 1.401(a)(9)-9.

(4)"Member's Account Balance" means the account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

(5)"Required Beginning Date" means the date specified in subsection (b)(1).

6.7 Required Distributions

In no event shall the payment of a Member's benefits under the Plan commence later than the April 1 of the calendar year following the calendar year in which occurs the later of:

(a)The Member's attainment of age 70½, or

(b)The Member's termination of employment as an Employee (except this subsection (b) shall not apply as long as the Member is a "5-percent owner" (as defined in Code section 416(i)(1)(B))).

Notwithstanding the foregoing provisions of this Plan section 6.7, in the case of a Member who attains age 70½ in the 2000 calendar year (or who attained age 70½ before such year) and who is still employed as an Employee, such Member shall be permitted to elect to have the provisions of this Plan section 6.7 in effect immediately prior to January 1, 2000 apply as long as the Member remains so employed as a Member. Such an election shall be in accordance with IRS guidance issued for the provisions of Code sections 401(a)(9) and 411(d)(6). The foregoing provisions of this Plan section 6.7 shall be interpreted and applied in accordance with Code section 401(a)(9) and the Treasury Regulations thereunder.

Notwithstanding the provisions of Code Section 401(a)(9)(H), and consistent with the terms of Plan sections 6.6 and 6.7 as provided above, effective January 1, 2009, no waiver of the minimum distribution otherwise required for the 2009 Plan Year is permitted.

6.8 Withdrawals by Member

A Participant may make a withdrawal from his Account in accordance with the following provisions:

(a) Withdrawals From After-Tax Contributions Accounts and Rollover Contributions Accounts. A Participant may make a withdrawal of all or any portion of the balance credited to his After-Tax Contributions Account or Rollover Contributions Account including earnings thereon. Such withdrawals shall not affect the Participant's right to otherwise participate in the Plan and shall be made pursuant to such rules as the Committee may prescribe.

(b)Withdrawals After Attaining Age 59½. A Participant may make a withdrawal of all or any portion of the balance credited to his Before-Tax Contributions Account at any time after he attains age 59½. Such withdrawals shall be made pursuant to such rules as the Committee may prescribe and shall not affect the Participant's right to otherwise participate in the Plan.

(c)Hardship Withdrawals. Prior to a Participant attaining age 59½ and after exhausting any Plan loans and all withdrawals from his After-Tax Contributions and Rollover Contributions Accounts, if any, a Participant is entitled to receive a withdrawal from the Participant's Before-Tax Contributions Account and Roth Elective Deferral Account less any earnings credited to the Participant's Before-Tax Contributions Account and Roth Elective Deferral Account, respectively, and the Participant's ESOP Account, provided, however, that the amount available for hardship withdrawal from his ESOP Account shall not exceed the difference between his vested interest in his Matching Contributions Account and the total previous withdrawals from his ESOP Account.

A distribution under the Plan is hereby deemed to be on account of an immediate and heavy financial need of a Participant if the distribution is for one of the following or any other item permitted under Treasury Regulations section 1.401(k)-1(d)(3)(iii)(B):

(1)Expenses for (or necessary to obtain) medical care for the Participant, the Participant's Spouse or Beneficiary(ies), or any "dependents" as necessary for these persons to obtain medical care described in Code section 213(d), determined without regard to whether the expenses exceed 7.5 percent of adjusted gross income);

(2)Costs directly related to the purchase, of a principal residence for the Participant (excluding mortgage payments);

(3)Payment of tuition, related educational fees, and room and board expenses, for up to the next 12 months of post-secondary education for the Participant, the Participant's Spouse, children, Beneficiary(ies), or dependents (as defined in Code section 152, and for taxable years beginning on or after January 1, 2005, without regard to Code sections 152(d)(1), (d)(2), and (d)(1)(B));

(4)Payments necessary to prevent the eviction of the Participant from the Participant's principal residence or foreclosure on the mortgage on that residence;

(5)Payments for burial or funeral expenses for the Participant's deceased parent, Spouse, children, Beneficiary(ies), or dependents (as defined in Code section 152, and for taxable years beginning on or after January 1, 2005, without regard to Code section 152(d)(1)(B));

(6)Expenses for the repair of damage to the Participant's principal residence that would qualify for the casualty deduction under Code section 165 (determined without regard to whether the loss exceeds 10 percent of adjusted gross income); or

(7)Any other event added to this list by the Commissioner of Internal Revenue.

A distribution to satisfy an immediate and heavy financial need shall not be made in excess of the amount of the immediate and heavy financial need of the Participant and the Participant must have obtained all distributions and withdrawals, other than hardship distributions, and all nontaxable (at the time of the loan) loans currently available under all plans maintained by the Employer. The amount of a Participant's immediate and heavy financial need includes any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the financial hardship distribution.

The Participant's hardship distribution shall terminate his right to have the Employer make any Before-Tax Contributions, After-Tax Contributions or Roth Elective Deferrals on his behalf until the next time such contributions are permitted after the lapse of six months following the hardship distribution and his request to resume his contributions.

In addition, for six months after he receives a hardship distribution from this Plan, the Participant is prohibited from making Before-Tax Contributions, including Roth Elective Deferrals and employee contributions to all other qualified and nonqualified plans of deferred compensation maintained by the Employer, including stock option plans, stock purchase plans and Code section 401(k) cash or deferred arrangements that are part of cafeteria plans described in Code section 125. However, the Participant is not prohibited from making mandatory employee contributions to a defined benefit plan, or contributions to a health or welfare benefit plan, including one that is part of a cafeteria plan within the meaning of Code section 125.

(d)Withdrawals in General. All withdrawal requests pursuant to this Plan section 6.8 shall be filed with the Committee, and shall be made on such withdrawal request form and in such manner as the Committee may prescribe. The minimum withdrawal amount shall be $500 or the balance of the subaccount which is subject to the relevant withdrawal provision, if smaller. Withdrawals and withdrawal payments pursuant to this Plan section 6.8 shall be subject to and made in accordance with such rules and procedures as the Committee may prescribe. The value of the Participant's funds available for withdrawal shall be determined as of his withdrawal effective date in accordance with Plan section 8.3. The value of any Company stock for which payment in cash is to be made shall be determined in accordance with the procedures described in Plan section 7.4. If a withdrawal results in a required suspension of contributions for the Participant, then the Participant must file a new election form in accordance with the requirements of Plan section 4.1 or 4.2 in order to resume making contributions under the Plan.

6.9 Loans

Any such loan shall be subject to the provisions of this Plan section 6.9:

(a) Loans in General. Each request for a loan shall be made using electronic, telephonic or other such means as prescribed by the Committee. The Committee may require the eligible Member to provide documentation needed for processing the loan request. In addition to the further provisions of this Plan section 6.9, the Committee shall from time to time adopt written administrative rules, regulations and procedures relating to the terms, conditions and the making of loans as ii deems necessary and appropriate to carry out the provisions of this Plan section 6.9. Any such written rules, regulations and procedures in effect from lime to time shall form a part of the loan provisions of this Plan section 6.9 and shall be communicated to the eligible Member. The Committee shall administer the loan provisions of this Plan section 6.9 in a non discriminatory manner and in accordance with the applicable provisions of the Code and ERISA.

(b)Loan Assets. Any amount up to 100 percent of the vested balance credited to the eligible Member's Account shall be "Loan Assets" available for loans pursuant to this Plan section 6.9, subject to the maximum loan limitations of subsection (c). The determination and value of the eligible Member's Loan Assets shall be determined as of the Valuation Date on which his loan request is made or, if later, the date his loan is approved. As part of the Committee's written administrative rules and procedures, the Committee shall adopt rules and procedures for the priority allocation of loan payments from and among any applicable subaccounts including or within the eligible Member's Rollover Contributions Account, After-Tax Contributions Account, Before-Tax Contributions Account, Roth Elective Deferral Account, ESOP Account, and Matching Contributions Account and from and among the Investment Funds in which the eligible Member's Loan Assets are invested.

(c)Amount of Loan. The maximum amount of an eligible Member's loan shall not exceed the lesser of:

(1)$50,000, reduced by the excess (if any) of (A) minus (B) below

(A) The highest outstanding balance of the loan of the eligible Member under the Plan during the one-year period ending on the date before the date on which a loan is made;

(B) The outstanding balance of the loan of the eligible Member under the Plan on the date on which such loan is made; or

(2)The lesser of:

(A) One-half of the current value of the eligible Member's vested interest in his Account under the Plan (after reductions are made for withdrawal payments), or

(B) 100 percent of the eligible Member's Loan Assets as described in subsection (b).

All determinations of the maximum loan amount under this subsection (c) shall be made as of the date any loan payment to an eligible Member is to be made, and such maximum amount shall reflect any outstanding loans an eligible Member may have under the Plan and any other qualified plan maintained by the Employers or any Affiliate. The minimum amount of any loan shall be $500 or such smaller amount determined by the Committee in accordance with its administrative rules and procedures as described in subsection (a).

(d)Eligible Members; Loan Availability. Loans under this Plan section 6.9 shall only be available to an "eligible Member'' as described in this subsection (d). For purposes of Plan section 6.9, the term "eligible Member" shall mean a Participant who is an Employee of a participating Employer on the date the loan is made. Pursuant to the Committee's written administrative rules, regulations and procedures (as provided for in subsection (a)), the Committee shall determine the terms and conditions for such loans which may include, but shall not be limited to, charging an application fee, charging a higher interest rate, requiring a credit report and providing a payment method and schedule for loan repayments. Additionally, pursuant to such written administrative rules, regulations and procedures, the Committee may determine that loans will not be available to a particular group of eligible Members if the availability of loans to such group would cause the loans under the Plan to be available on a discriminatory basis.

(e)Term of Loan. The term for the repayment of any loan under this Plan section 6.9 shall not extend beyond a five-year period from the date of the loan payment; provided, however, that if the eligible Member can show, by proof satisfactory to the Committee, that such loan is to be used to acquire a dwelling unit which within a reasonable period of time is to be used as the principal residence of the eligible Member, then the term for such loan may extend beyond such five-year period and for a period as approved by the Committee which is not beyond a 30-year period; provided, however, that in no event shall the period extend beyond the later of the Participant's Normal Retirement Age or five years from the date of loan commencement.

(f)Interest Rate. All loans under this Plan section 6.9 shall bear a "reasonable rate of interest" which provides the Plan with a return commensurate with the prevailing interest rate charged on similar commercial loans by persons in the business of lending money. Such "reasonable rate of interest" shall be determined by the Committee in accordance with such administrative rules and procedures as ii establishes from time to time, and after giving due consideration to those factors prescribed under ERISA section 408(b)(1) or other applicable law with respect to the establishment of an interest rate for loans under employee benefit plans. In determining such interest rate, variable factors, such as the credit worthiness of the eligible Member and the security given for the loan, may be considered.

(g)Frequency of Loans. Each eligible Member may not have more than two outstanding loans at any time, and no loan shall be subject to renegotiation.

(h)Loan Repayments. All loan repayments of principal and interest shall be made in substantially equal amounts (with such payments no less frequently than on a quarterly basis) so as to permit the loan to be amortized over the term of the loan. All loan repayments shall be by payroll deductions. Repayments of principal and interest received on each loan shall be credited to the eligible Member's relevant Accounts from which Loan Assets were paid. All loan repayments shall be allocated for reinvestment on the basis of the eligible Member's investment election in effect at the time of such repayment, subject to any Investment Fund restrictions. The crediting of such repayments shall be in accordance with the Committee's written administrative rules, regulations and procedures relating to loan repayments. An eligible Member shall be entitled to make a prepayment in cash, without penalty, for the total outstanding principal amount of and interest accrued on a loan.

(i)Account Earnings. Any loan made to an eligible Member shall be considered a directed investment of such eligible Member. Except as provided in subsection (h}, no earnings shall accrue to an eligible Member's Account with respect to the outstanding balance of a loan charged to his Account.

(j)Termination of Employment or Other Event. In the event that an eligible Member who is an Employee terminates employment as an Employee for any reason prior to his repayment of the total principal amount and accrued interest of a loan, such loan shall become due and payable as of the date of such termination of employment, and such eligible Member shall receive as part of his distribution pursuant to this Article 6 the loan promissory note representing such loan, unless such eligible Member elects to repay the outstanding balance of the loan in full in lieu of receiving a Plan distribution. Provided further that if an eligible Member terminates employment before the repayment of a loan under this Plan section 6.9, the unpaid balance thereof, together with interest thereon, shall immediately become due and payable, and the Trustee shall first satisfy the indebtedness from the "secured portion" (as described in subsection (I)) of the balance credited to the eligible Member's Account before making any payments to or with respect to such eligible Member under the Plan.

(k)Loan Default. In the event an eligible Member defaults on a loan, the entire outstanding balance of and accrued interest on the loan shall be due and payable. The Trustee or Committee may pursue collection on such defaulted loan by any means generally available to a creditor where a promissory note is in default, or if the entire amount due is not paid by such eligible Member following the default, the amount of such loan default shall be charged against the "secured portion" of the eligible Member's Account (as described in subsection (I)) and treated as a distribution with respect to the eligible Member.

(l)Security for Loan. The outstanding principal balance of and accrued interest on any loan by an eligible Member shall be secured by the "secured portion" of the balance credited to his Account (which shall include such outstanding loan balance). The "secured portion" of an eligible Member's Account shall be that amount which from time to time equals one-half of the value of the eligible Member's vested interest in his Account. Where it deems necessary, the Committee may also require the eligible Member to provide additional security for the repayment of any loan.

(m)Adjusted Vested Percentage. In any case where a loan is treated as a distribution under subsection O) or (k) at a time when an eligible Member's vested percentage in his Matching Contributions Account and ESOP Account is less than 100 percent (as determined under Plan section 5.2), and such distribution includes any vested portion of such Matching Contributions Account or ESOP Account, the vested portion of the eligible Member's Matching Contributions Account or ESOP Account determined at such time or any subsequent time before such eligible Member becomes 100 percent vested in his Matching Contributions Account and ESOP Account (as determined under Plan section 5.2) shall be determined as follows:

(1)The amount(s) previously so distributed to the eligible Member from his Matching Contributions Account or ESOP Account shall be added to the then current balance of such Account determined as of such date or later date when the vested portion of his Matching Contributions Account or ESOP Account is being determined;

(2)The amount determined under subparagraph (1), above, shall be multiplied by the vested percentage in Plan section 5.2(a) as of such date when his vested portion of his Matching Contributions Account or ESOP Account is being determined; and

(3)The amount(s) previously so distributed to the eligible Member shall be deducted from the product calculated under subparagraph (2), above, to determine the vested portion of his Matching Contributions Account or ESOP Account on such date or later date.

(n)Restrictions on Loans. Notwithstanding the foregoing provisions of this Plan section 6.9, the Committee may, pursuant to its written administrative rules and procedures, limit loans or loan renegotiations, deny loans, and declare moratoriums on the granting of loans to eligible Members. Any such moratorium shall not affect an eligible Member's obligation to repay any outstanding loan. In addition to its other powers, the Committee shall have the right, in its sole discretion, to establish written procedures regarding the method for valuing Company stock used to fund loans or for any other loan purposes. Such uniform procedures shall supersede any contrary provisions of the Plan with respect to loans made pursuant to this Plan section 6.9.

6.10 Withholding Taxes

An Employer may withhold from a Member's compensation and the Trustee may withhold from any payment under this Plan any taxes required to be withheld with respect to contributions or benefits under this Plan and such sum as the Employer or Trustee may reasonably estimate as necessary to cover any taxes for which they may be liable and which may be assessed with respect to contributions or benefits under this Plan.

6.11 Optional Direct Rollovers of Eligible Rollover Distributions

(a) In General. Notwithstanding any provision of the Plan to the contrary, a "Distributee" may elect to have any portion (subject to the limitations provided in Plan section 6.6)) of an "Eligible Rollover Distribution" paid directly to an "Eligible Retirement Plan" specified by the "Distributee" in a "Direct Rollover" to the extent permitted by Code section 401(a)(31) and the applicable Treasury Regulations thereunder. Terms in quotation marks are defined in subsection (b), below.

(b)Definitions.

(1)"Direct Rollover" means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

(2)"Distributee" means, effective April 1, 2007, each of the following persons who may elect a Direct Rollover of an Eligible Rollover Distribution of the Participant's Account:

(A) A Participant or a Member;

(B) The Participant's (or Member's) primary Beneficiary(ies); and

(C) An alternate payee under a qualified domestic relations order, as defined in Code section 414(1), if that person is a Spouse or former Spouse of the Participant or Member.

Effective for distributions made after December 31, 2009 on behalf of a deceased Participant to a Beneficiary who is neither the Participant's surviving Spouse nor the Participant's former Spouse and alternate payee, the nonspouse Beneficiary shall be a Distributee and the distribution will be treated as an Eligible Rollover Distribution if the following requirements are met. The distribution must be made on behalf of the nonspouse Beneficiary in a direct transfer to an individual retirement account, described in Code section 408(a), or an individual retirement annuity, described in Code section 408(b) that is treated as an inherited individual retirement account or annuity for purposes of Code section 408(d)(3)(C), and Code section 401(a)(9)(B), other than clause (iv) thereof, relating to required minimum distributions to the Beneficiary which applies to the inherited individual retirement account or annuity.

(3) "Eligible Retirement Plan" means, effective January 1, 2002, an individual retirement account described in Code section 408(a), an individual retirement annuity described in Code section 408(b), an annuity plan or contract described in Code section 403(a) or 403(b), an eligible plan described in Code section 457(b), or a qualified trust described in Code section 401(a), that accepts the Distributee's Eligible Rollover Distribution.

(4)"Eligible Rollover Distribution" means any distribution or withdrawal of all or any portion of the Account payable to the Distributee, except that an "Eligible Rollover Distribution" does not include:

(A) Any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee or the Distributee's designated Beneficiary, or for a specified period of 10 years or more;

(B) Any distribution to the extent such distribution is required under Code section 401(a)(9);

(C) The portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to Employer securities), except in those cases where the provisions of Code sections 402(c)(2)(A) and 402(c)(2)(B) apply to such portion;

(D) Any distribution which is made upon hardship of the Distributee as described in Code section 402(c)(4)(C); and

(E) Any other amounts which are not considered "Eligible Rollover Distributions" under Code section 401(a)(31) and the applicable Treasury Regulations thereunder.

Notwithstanding anything in this Plan section 6.11 to the contrary, for distributions made after December 3.1, 2001, a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of After-Tax Contributions, which are not includable in gross income. However, for distributions made after December 31, 2001 and before January 1, 2007, such portion may be transferred only to an individual retirement account or annuity described in Code section 408(a) or (b), or to a qualified defined contribution plan described in Code section 401(a) or 403(a) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includable in gross income and the portion of such

distribution which is not so includable. For distributions made on or after January 1, 2007, such portion may be transferred only to an individual retirement account or annuity described in Code section 408(a) or (b), to a qualified plan described in Code section 401(a) or 403(a), or to an annuity contract described in Code section 403(b) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includable in gross income and the portion of such distribution which is not so includable.

Notwithstanding anything in this Plan section 6.11 to the contrary, "Eligible Rollover Distribution" includes a "Conversion." And a "Conversion" means a Direct Rollover of an Eligible Rollover Distribution from the Plan to the Roth IRA, within the meaning of Code section 408A. The amount rolled over is included in the gross income of the Distributee to the same extent that such amount would have been included in gross income if not rolled over. A Conversion is not subject to mandatory income tax withholding under Code section 3405. A Distributee may elect a Conversion of an Eligible Rollover Distribution made on or after January 1, 2008. (For taxable years beginning before January 1, 2010, an individual is not eligible to make a Conversion if the individual has modified adjusted gross income exceeding $100,000 or the individual is married and files a separate return. The determination of eligibility for a Conversion is solely the responsibility of the Distributee.)

(5)No amount shall be directly rolled over pursuant to this Plan section 6.11 unless and until it would otherwise be distributed or paid to the Distributee and all consents and elections required to make the distribution or withdrawal have been obtained.

(6)The Committee shall provide notice to each Distributee who will receive an Eligible Rollover Distribution of the Distributee's right to elect a Direct Rollover in accordance with Code section 401(a)(31). The Committee shall provide such notice at the time and in the manner required by applicable Treasury Regulations.

(7)The Distributee shall notify the Committee in writing or using any alternative method authorized by the Committee (including electronic or telephonic communications) by such deadline as the Committee shall prescribe whether or not he wishes to have any part of the Eligible Rollover Distribution directly rolled over. If the Distributee fails to elect a Direct Rollover by the deadline established by the Committee, then the entire amount of the Eligible Rollover Distribution shall be distributed or paid directly to the Distributee as otherwise provided in the Plan.

(8)A Distributee may elect that the lesser of the following amounts shall be directly rolled over:

(A) The entire amount of the Eligible Rollover Distribution; or

(B) Such portion of the Eligible Rollover Distribution as the Distributes specifies (in accordance with rules established by the Committee), provided that the amount directly rolled over is not less than $200 or such higher amount as the Committee may prescribe in accordance with applicable Treasury Regulations.

Notwithstanding the foregoing provisions of this subparagraph (8), a Distributes may not elect a Direct Rollover with respect to his Eligible Rollover Distributions during the year if such Eligible Rollover Distributions are reasonably expected to total less than $200.

(9)The Distributes may only request a Direct Rollover to one Eligible Retirement Plan with respect to any Eligible Rollover Distribution.

(10)No amount will be directly rolled over pursuant to this Plan section 6.11 unless the Distributes provides the Committee, by such deadline as the Committee shall prescribe, such information as it shall require:

(A) To determine that the amount directly rolled over will be received by an Eligible Retirement Plan that will accept the Direct Rollover; and

(B) To make the Direct Rollover and make such reports and keep such records as are required under applicable law.

The Committee may rely on all such information provided by the Distributes and shall not be required to verify any such information.

(11)The Committee shall select the manner in which to make the Direct Rollover.

(12)Any amount directly rolled over in accordance with this Plan section 6.11 shall be a distribution from this Plan and shall discharge any liability to the Distributes under this Plan to the same extent as a payment directly to the Distributee.

(13)This Plan shall accept direct rollovers as described in Code section 401(a)(31) from other plans to the extent provided in Plan section 4.6.

6.11 Elimination of Alternate Payment Forms

Notwithstanding any provision of the Plan to the contrary, effective as of October 1, 2003, in accordance with the provisions of Code section 411(d}(6)(E}, all alternative forms of distribution other than a single lump sum payment form (e.g., installment and annuity payment forms) that have been protected under the provisions of Code section 411(d)(6) as a result of the merger into this Plan of any defined contribution plan not subject to the funding standards of Code section 412 shall cease to be available and applicable for distributions with respect to Member Accounts under the Plan. The elimination of such alternative forms of distributions shall only be applicable under the conditions of Code section 411(d)(6)(E), shall be applicable with respect to distributions following a Member's termination of employment, and shall include those forms of distribution as protected as a result of the merger of the Citizens State Bank 401-k Profit Sharing Plan, the Harrisburg Bank Thrift Plan, the Professional Insurance Agents, Inc. 401(k) Plan and Trust and other merged plans into this Plan. In addition to the foregoing provisions, any spousal consent requirements with respect to loans under the Plan that have been protected by virtue of any such plan mergers shall also cease to apply effective as of October 1, 2003.

Article 7. Company Stock Provisions and Investment Elections

7.1 Loan Suspense Account

Company stock acquired with the proceeds of a loan exempt from Code section 4975(c) by Code section 4975(d)(3) shall be held in a suspense account and released each Plan Year for allocation to Matching Contributions Accounts and ESOP Accounts in the proportion that the principal and interest payments on such loan in such year bears to the total principal and interest balance due on such loan at the end of such year. Company stock released from such suspense account will be allocated to the Accounts of Participants in shares of stock as contemplated by Treasury Regulations section 54.4975-11(d)(2).

7.2 Voting and Tendering of Company Stock

(a)Effective as of December 31, 1997, each Member (or, in the event of his death, his Beneficiary) is, for purposes of this subsection, a "named fiduciary," within the meaning of ERISA section 403(a)(1), with respect to the Company stock held on his behalf in his After-Tax Contributions Account, Before-Tax Contributions Account, Roth Elective Deferral Account, Rollover Contributions Account, ESOP Account, Nonelective Discretionary Contributions Account, and Matching Contributions Account. In addition, such Member (or Beneficiary) is hereby expressly appointed a named fiduciary with respect to the suspense account and combined fractional shares pursuant to the provisions set forth in subparagraphs (b) and (c), below.

(b)Effective as of December 31, 1997, each Member (or Beneficiary) shall have the right, effective upon the first allocation of Company stock to his After-Tax Contributions Account, Before-Tax Contributions Account, Roth Elective Deferral Account, Rollover Contributions Account, ESOP Account, Nonelective Discretionary Contributions Account, or Matching Contributions Account from the suspense account to instruct the Trustee in writing as to the manner in which to vote shares allocated to his Account at any stockholders' meeting of the Company. Further, each Member (or Beneficiary) who has Company stock allocated to his ESOP Account shall also be considered to have voted as a named fiduciary: the number of shares in the suspense account at that time multiplied by a fraction, the numerator of which equals the number of shares in his Account voted by him pursuant to the preceding sentence (or voted on his behalf pursuant to the following paragraph), and the denominator of which equals the total number of shares in all Members' Accounts.

The Trustee shall use its best efforts to timely distribute or cause to be distributed to each Member (or Beneficiary) the information distributed to stockholders of the Company in connection with any such stockholders' meeting, together with a form whereby the Member will provide confidential instructions to the Trustee on how such shares of Company stock shall be voted on each such matter. Upon timely receipt of such instructions, the Trustee shall, on each such matter, vote as directed the appropriate number of shares (including fractional shares) of Company stock held in the Members' Accounts and the suspense account. The Trustee shall vote shares held in Members' Accounts and the suspense account for which it does not timely receive voting instructions in the same proportions as ii votes the shares for which it does receive such instructions.

(c)Effective as of December 31, 1997, each Member (or Beneficiary) shall have the right, effective upon the first allocation of Company stock to his Account to provide timely written instructions to the Trustee as to the manner in which to respond to a tender or exchange offer (within the meaning of the Securities Exchange Act of 1934, as amended) with respect to Company stock allocated to his After-Tax Contributions Account, Before-Tax Contributions Account, Roth Elective Deferral Account, Rollover Contributions Account, ESOP Account, Nonelective Discretionary Contributions Account, or Matching Contributions Account, and the Trustee shall respond in accordance with the instructions so received. Further, each Member (or Beneficiary) who has Company stock held on his behalf in an ESOP Account shall, as a named fiduciary, also be considered to have directed the Trustee as to the tender or exchange of the aggregate number of shares in the suspense account and combined fractional shares at that time multiplied by a fraction, the numerator of which equals the number of shares in the Member's (or Beneficiary's) Account for which written instructions have been timely received by the Trustee, and the denominator of which equals the total number of shares in all Members' Accounts.

The Trustee shall use its best efforts to timely distribute or cause to be distributed to each Member (or Beneficiary) the information distributed to stockholders of the Company in connection with any such tender or exchange offer. Upon timely receipt of such instructions, the Trustee shall respond as instructed with respect to such Company stock. If, and to the extent that, the Trustee shall not have received timely instructions from any individual given a right or authority to instruct the Trustee with respect to certain shares by the first sentence of this subsection (c}, such individual shall be deemed to have timely instructed the Trustee not to tender or exchange such shares.

(d)Neither the Trustee, the Company, nor any Affiliate shall have any duty with respect to the manner in which a Member (or Beneficiary) votes or fails to vote or instructs or fails to instruct as to a tender or exchange offer, other than as expressly set forth in this Plan section 7.2.

(e)Notwithstanding any contrary provisions in this Plan section 7.2, where the Company stock is not classified as a Registration-Type Class of Securities (within the meaning of Code section 409(e)), each Participant shall be entitled to direct the voting of such Company stock in the manner provided herein only on corporate issues which must involve the voting of shares with respect to the approval or disapproval of any corporate merger or consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all assets of a trade or business, or similar transaction as may be prescribed by Treasury Regulations under Code section 409.

7.3 Put Option

If Company stock is distributed from the ESOP Account at a time when it is not readily tradable on an established securities market within the meaning of Treasury Regulations section 1.401(a)(35)-1(f)(5), or is otherwise subject to a trading limitation at the time of distribution, such shares of Company stock distributed by the Trustee shall be subject to a "put option" and the provisions of this Plan section 7.3 shall apply in the case of a Member or any other distributee of the Company stock who may be legally subject to the following rules.

The distributee shall have the right to require that the Company repurchase such Company stock under reasonable payment terms and at a price per share determined in accordance with Plan section 7.4. This put option shall continue during a period of at least 60 days following the date of distribution of the Company stock and, if not exercised within such period of 60 days, during the first 60 days in the following Plan Year. With respect to distributions made on or after October 22, 1986, if the distribution received by the Member or Beneficiary is a distribution within one taxable year of the Member's entire ESOP Account balance, the Company shall pay the option price in substantially equal periodic payments (not less frequently than annually) over a period beginning not later than 30 days after the exercise of the put option and not exceeding the total of five years in duration. The Company shall provide adequate security for the payment of the option price, and shall pay a reasonable interest rate (as determined by the Committee) on unpaid amounts. If the distribution received by the Member or Beneficiary is an installment distribution, the option price shall be paid by the Company not later than 30 days after the Member or Beneficiary exercises the put with respect to such installment. Notwithstanding the foregoing, any purchase of Company stock having a value of $1,000 or less shall be paid in a lump sum. This right shall be granted in accordance with Code section 409(h) and all applicable Treasury Regulations.

Except as otherwise permitted by the Code or other applicable law, the put option required by this Plan section 7.3 shall not be modified or deleted from the Plan. Notwithstanding the foregoing, this Plan section 7.3 shall not apply to a Member's Account which the Member has elected to invest under the diversification provision of Plan section 7.7.

7.4 Stock Valuation

(a)In General. The value of the Company stock shall mean the closing price of the Company stock reported on the principal national securities exchange on the relevant Valuation Date or, if such Company stock is not then listed or admitted to trading on any national securities exchange, such price shall be based upon the average of the closing bid and asked prices of such Company stock on the relevant Valuation Date in the over-the-counter market, as reported on the NASDAQ Quotation System, or such other system that may supersede it.

(b)Nonpublicly Traded Stock. Notwithstanding the foregoing, the value of the Company stock shall be determined as follows if the Company stock ceases to be publicly traded. Company stock held in trust hereunder shall be valued as of each Valuation Date by appraisal of an independent appraiser selected by the Committee. Such appraisal shall control as to the valuation of stock for all purposes hereunder until the next Valuation Date appraisal occurs. On occurrence of any transaction between the Trust Fund and a "disqualified person," as defined in the Code, the Committee shall cause an appraisal to be made of Company stock involved therein concurrent with the transaction if the Committee has reasonable cause to believe the Trust Fund will be benefited thereby; otherwise no such concurrent appraisal shall be necessary.

(c) Conversions into Cash. Beginning on January 1, 1996, the value of any share of Company stock for which transfer to another Investment Fund or a loan is to be made shall be based upon the average fair market value of the Company stock on or about the Valuation Date when the transfer or loan is requested or approved, if applicable. The average fair market value shall be the average amount actually received by the Trustee for the Company stock which was sold on the open market or retained in the Trust to convert cash into investment in the Company Stock Fund on or about such Valuation Date, as determined in good faith by the Committee. Proceeds from transferred Company stock shall be made available for reinvestment as soon as practicable following the transfer election. Beginning on January 1, 1996, the value of any share of Company stock for which payment in cash is to be made shall be based upon the average fair market value of the Company stock on or about the last Valuation Day of the calendar month immediately preceding

the date of the distribution. The average fair market value shall be the average amount actually received by the Trustee for the Company stock which was sold on the open market or retained in the Trust to convert cash into investment in the Company Stock Fund on or about such Valuation date, as determined in good faith by the Committee. As described above, the fair market value shall be the amount actually received by the Trustee for the Company stock.

In order to support orderly market trading of large blocks of Company stock should such occur and to obtain the best price for Participants, the Committee shall utilize trading assistance from a third party. In such event, the value of shares shall be based on the value actually received for the Company stock.

7.5 Stock Loans

Any loan (exempt from Code section 4975(c) by Code section 4975(d)(3)), the proceeds of which are used to acquire Company stock, repay the loan itself, or refinance a prior Company stock loan, shall meet the requirements of current Treasury Regulations for such loans:

(a)Such loan must be primarily for the benefit of the Participants and their Beneficiaries. The terms of a loan, whether or not between independent parties, must at the time the loan is made, be at least as favorable to the Plan as the terms of a comparable loan resulting from arm's length negotiations between independent parties.

(b)The creditor on such loans shall have no recourse against the Plan and the only assets of the Plan which may be used as collateral on an ESOP Loan are Company stock acquired with the proceeds of the ESOP Loan and Company stock that was used as collateral on a prior ESOP Loan;

(c)Payment of such a loan by the Trust Fund shall not exceed an amount equal to the sum of Company contributions and earnings on a cumulative basis during the term of such loan, less loan payments in prior years;

(d)Contributions and earnings attributable to repayment of a Company stock loan shall be accounted for separately by the Trustee;

(e)Such loan shall be for a fixed term and may not be payable on the demand of any person, except as required in the case of default, as set forth at Treasury Regulations sections 54.4975-7(b)(3) and (b)(13) and shall bear a reasonable rate of interest; and

(f)In the event of a default upon an ESOP Loan, the value of assets of the Trust transferred in satisfaction of the ESOP Loan shall not exceed the amount of the default. If the lender is a Disqualified Person under the Code, an employee stock ownership plan must provide for a transfer of assets upon default only upon and to the extent of the failure of the Plan to meet the payment schedule of the ESOP Loan. For purposes of this subsection (f), the making of a guarantee does not make a person a lender.

7.6 Direction for Company Stock Account

The acquisition, holding, and disposition of Company stock in the Trust Fund shall be by written direction of the Committee to the Trustee, and the Trustee shall not be liable for action taken pursuant to such written direction.

7.7 Attained Age Diversification Requirements

(a)Requirements Prior to 1999. An Employee who has completed 10 years of participation in the Plan and who has attained age 55 ("Qualified Participant") may elect within 90 days after the close of the Plan Year in which he became a Qualified Participant to diversify the investment of his Account by electing to direct the investment of up to 25 percent of the value of the total of his Account; provided that 50 percent shall be substituted for 25 percent in the last year in which the individual can make his last election. "Qualified Election Period" shall mean the six-plan-year period beginning with the first Plan Year in which the individual first became a Qualified Participant. If the Participant has the right to direct the investment of the applicable interest percentage of his Account as determined above (or a larger percentage) under the investment provisions described in Plan section 7.10 to at least three diversified Investment Funds, then the Participant shall have no right to diversify the investment of his ESOP Account or any other subaccount under this Plan section 7.7. The Committee shall adopt rules, as needed, relating to the allocation of assets subject to the direction of investment under this Plan section 7.7 among the Participant's subaccounts.

(b)Requirements After 1998. Effective January 1, 1999, any Member shall have the right to diversify the investment of his Account such that any portion of his Account then invested in the Company Stock Fund, including, but limited to the ESOP Account, up to 100 percent of the value of his investments in the Company Stock Fund to such other Investment Funds then available under the Plan.

7.8 Diversified Investment Funds

At least three diversified investment funds will be made available for purposes of satisfying the requirements described in Plan section 7.7. Such funds shall be determined by the Committee from time to time and announced to the Participants in writing. A separate subaccount shall be established and maintained under each affected Participant's Account to reflect the portion of such account which is invested in each diversified investment fund. Once the diversified investment funds are established, the valuation procedures described in Plan section 8.3 shall apply separately with respect to each diversified investment fund. Such diversified investment funds shall not be Investment Funds for purposes of investing Accounts other than Accounts subject to elections under Plan section 7.7 unless expressly provided by the Committee.

7.9 Payment of Dividends on Company Stock

All dividends payable on Company stock shall be paid to the Trustee. The Trustee shall apply the dividends on Company stock which is held in the suspense account to repayment of a loan described in Plan section 7.1. Such dividends shall be so applied before any Matching Contributions or ESOP Contributions are so applied. When dividends paid to the Trustee are attributable to Company stock which has been allocated to Participant Accounts, the Trustee shall allocate such dividends to the appropriate Participant Account in cash or in Company stock of equivalent value in accordance with the provisions of Plan section 8.4(b)).

7.10 Investment of Accounts

A Participant's Before-Tax Contributions, Roth Elective Deferral Contributions, After-Tax Contributions, or Rollover Contribution allocated to his Account as well as any amounts transferred to a Participant's Account as part of a Plan merger shall be invested promptly by the Trustee in accordance with the Participant's Investment Election as provided under Plan section 7.12, and in the absence of such direction, in a default investment arrangement that conforms to ERISA section 404(c)(5). All related Matching Contributions or Discretionary Matching Contributions and any ESOP Contributions shall be initially invested in the Company Stock Fund. Each Participant may elect to direct the investment of the contributions described in the preceding sentence into other Investment Funds by electing to make investment transfers after such contributions are allocated to his Account; provided, however, that prior to July 1, 1998, such investment direction was not permitted prior to the date that the Participant became fully vested in such subaccounts as determined under Plan section 5.2. Any amounts previously restricted shall be subject to the direction of investments as of July 1, 1998. Amounts subject to directed investment by the Participant shall be invested in increments of any whole percentage of the total in any one or more Investment Funds.

7.11 Investment Transfers

Subject to the limitations imposed by Plan section 7.16, each Participant may elect as of any business day to have the assets in any Investment Fund (lo the extent the Participant is permitted to direct the investment of such contributions pursuant to Plan section 7.7 or 7.10), transferred to any one or more other Investment Fund(s).

7.12 Investment Elections

Subject to the limitations imposed by Plan section 7.16, each Participant may make the elections described in Plan section 7.11 by filing an election form with the Committee upon becoming a Participant, including by an electronic means as contemplated at Plan

section 2.3. Such elections may be changed as of any business day. From time to time, the Committee may authorize alternative methods for effecting investment transfers, including electronic or telephonic communications, in lieu of filing a prescribed written form as provided in this Plan section 7.12. Any such authorized transfer method shall be considered "filed" for purposes of this Article 7.

7.13 Transfer of Assets

The Committee shall direct the Trustee to transfer moneys or other property from the appropriate Investment Fund to the other Investment Fund as may be necessary to carry out the aggregate transfer transactions after the Committee has caused the necessary entries to be made in the Participants' Accounts in the Investment Funds and has reconciled offsetting transfer elections, in accordance with uniform rules therefor established by the Committee.

The Committee may restrict, delay, or prohibit transfers in any Plan Year to the extent that the effecting of such transfers may tend to create adverse investment results for one or more of the Investment Funds. The value of Company stock which is being transferred to another Investment Fund shall be determined in accordance with the procedures described in Plan section 7.4.

7.14 Acquisition and Disposition of Company Stock

(a)General. Any purchase of Company stock by the Trust acting through an independent agent shall be made at a price which is not in excess of its fair market value and any sale of Company stock shall be made at a price which is not less than its fair market value as determined by the Committee in accordance with Plan section 7.4. Shares of Company stock shall be purchased periodically or from time to time on a reasonably current basis, and the Company shall exercise no control or influence over the time or the price at which shares of Company stock are to be purchased or the amount of shares of Company stock that are to be purchased. The Committee may direct the Trustee to buy Company stock from, or sell Company stock to, any person, subject to subsection (b).

(b)Transactions with Disqualified Persons. In the case of any transaction involving Company stock between the Trust and a "disqualified person," as defined under Code section 4975(e)(2), or any transaction involving Company stock which is subject to ERISA section 406(b), no commission shall be charged with respect to the transaction and the transaction shall be for adequate consideration (as defined ERISA section 3(18)) or, in the case of an evidence of indebtedness of the Company or an Affiliate, at a price not less favorable to the Plan than the price determined under ERISA section 407(e)(1).

7.15 ERISA Section 404(c) Plan

The provisions in this Article 7 and other Plan provisions pertaining to Member-directed investments are intended to qualify the Plan for exemption of the Plan, the Employers, and the Committee from liability for investment losses where a Member exercises control over the assets in his Account, in accordance with ERISA section 404(c) and regulations thereunder. The Committee shall be the Plan fiduciary designated to provide information to Members and to receive investment instructions directly or through an authorized agent. The Committee shall comply with such investment instructions except in cases where a fiduciary is permitted to decline to implement instructions under ERISA regulations.

7.16 Trading Restrictions Under Investment Funds

Effective March 11, 2005 in the event an Investment Fund is comprised of one or more mutual funds and such mutual fund(s) impose trading limitations intended to address market timing abuses under the particular mutual fund, the Plan shall impose such trading limitations on Participants whom the underlying mutual fund has identified as engaging in prohibited trading activity. These restrictions are not intended to interfere in any way with the Plan's conformity to ERISA section 404(c).

Article 8. Accounts and Records of the Plan

8.1 Accounts and Records

(a)In General. The Accounts and records of the Plan shall be maintained by the Committee and shall accurately disclose the status of the Accounts (including any subaccounts established thereunder) of each Member or his Beneficiary in the Plan. Subaccounts shall include subaccounts reflecting a Member's interest in various Investment Funds. The subaccount for the Member's interest in the Company Stock Fund shall reflect the number of shares of common stock of the Company standing to his credit in his Account. Each Member shall be advised from time to time, at least once during each Plan Year, as to the status of his Account.

(b)Merged Accounts. Effective as of December 31, 1997, the Citizens State Bank 401-k Profit Sharing Plan was merged into the Plan. The Plan provides Participants with all of the benefits they had accrued under either of the separate plans as of December 31, 1997, as well as any benefit which accrues after the merger. Except as provided for in Plan section 6.12, the Plan shall protect all benefits required to be protected in accordance with Code section 411(d)(6). The various subaccounts under the Citizens State Bank 401-k Profit Sharing Plan and related gains and losses shall be held in separate corresponding subaccounts under the Plan. Nonelective discretionary contributions and related gains and losses under the Citizens State Bank 401-k Profit Sharing Plan shall be held in a separate subaccounts under the Plan.

Effective as of June 1, 1998, the Harrisburg Bank Thrift Plan was merged into the Plan. The Plan provides Participants with all of the benefits that they had accrued under either of the separate plans as of June 1, 1998, as well as any benefit which accrued after the merger. Except as provided for in Plan section 6.12, the Plan shall protect all benefits required to be protected in accordance with Code section 411(d)(6). The provisions of Appendix A to the 2002 restatement of the Plan describe certain benefits available to Members who had an account balance under the Harrisburg Bank Thrift Plan which included an account balance transferred to that plan from the Westside National Bank of Pearland FLEXPLUS Retirement Savings Plan.

Effective as of February 1, 2000, the Professional Insurance Agents, Inc. 401(k) Plan and Trust ("PIA Plan") was merged into the Plan. The Plan provides Participants with all of the benefits that they accrued under either of the separate plans as of February 1, 2000, as well as any benefits which accrued after the merger. Except as provided for in Plan section 6.12, the Plan shall protect those benefits required to be protected in accordance with Code section 411(d)(6). As necessary, subaccounts maintained under the PIA Plan shall be maintained as corresponding subaccounts under the Plan as merged.

8.2 Trust Fund

Each Member shall have an undivided proportionate interest in the Trust Fund which shall be measured by the proportion that the market value of his Account bears to the total market value of all Accounts as of the date that such interest is being determined. Such proportions shall be determined separately for each Investment Fund.

8.3 Valuation and Allocation of Expenses

As of each Valuation Date, the Trustee shall determine the fair market value of the Trust Fund after first deducting any expenses which have not been paid by the Employers as permitted under Plan section 10.2. Unless paid by the Employers and subject to such limitations as may be imposed by the Act or other applicable law, all costs and expenses incurred in connection with the general administration of the Plan and the Trust shall be chargeable to the Trust Fund.

8.4 Allocation of Earnings and Losses

(a)In General. As of each Valuation Date, the Committee, with the assistance of the Trustee, shall allocate the net earnings and gains or losses of each Investment Fund of the Trust Fund (other than the Company Stock Fund) since the preceding Valuation Date to each Member's Account in the same proportion that the market value of his Account in such Investment Fund bears to the total market value of all Members' Accounts in such Investment Fund. Subaccounts reflecting investments in the Company Stock Fund shall indicate the number of shares of Company stock allocated to each Member and shall be valued as of each Valuation Date in accordance with the procedures described in Plan section 7.4. For allocation purposes, the Committee shall adopt uniform rules which conform to applicable law and generally accepted accounting practices.

(b)Dividends. Effective December 1, 1998, cash dividends received by the Trustee for shares of Company stock credited to the Members' Accounts shall be distributed currently in cash directly to the Members or their Beneficiaries as soon as administratively practicable after they are received by the Trustee, but in no event later than 90 days after the close

of the Plan Year in which the dividends were paid. Effective January 1, 1999, cash dividends shall be paid in cash to the Members and their Beneficiaries directly from the Company. Notwithstanding the foregoing, the Committee, in its sole discretion, may require the Company to distribute to the Trustee all cash dividends for shares of Company stock credited to Members' Accounts and authorize the Trustee to distribute cash dividends currently in cash directly to the Members and their Beneficiaries or to credit cash dividends to the Accounts of the Members and their Beneficiaries. Cash dividends shall be currently paid (or credited to the Accounts), in proportion to the number of shares (including fractional shares) credited to each Member's Account and any subaccounts thereunder at the time the dividends are paid.

Cash dividends received by the Trustee for shares of unallocated Company stock shall be treated as Trust Fund income and any cash dividends received by the Trustee for shares of encumbered Company stock acquired with the proceeds of a loan as described in Plan section 7.5 held in the suspense account, unless such dividends are used for repayment of the loan, shall be treated as Trust Fund income. Stock dividends attributable to Company stock which has been allocated to the Member's Account shall be credited to such Member's Account and to any subaccounts established thereunder. Company stock dividends attributable to unallocated Company stock shall be treated as income to the Trust Fund and any Company stock dividends received by the Trustee for shares of encumbered Company stock acquired with the proceeds of a loan as described in Plan section 7.5 held in the suspense account, unless such Company stock dividends are converted to cash and used for repayment of the loan, shall be treated as Trust Fund income.

8.5 Distribution or Reinvestment of Cash Dividends

(a)General. In accordance with procedures set forth in this Plan section 8.5, as implemented by the Committee, each Member who is a Member in the ESOP portion of this Plan may make the dividend pass-through election described in this subsection (a) with respect to dividends paid on or after January 1, 2002 on Company stock held in the ESOP Account attributable to the Member's Matching Contributions Account and with respect to dividends paid on or after January 1, 2002 on all Company stock held in the ESOP Account. The dividends on which the dividend pass-through election may be made are referred to as "Eligible Dividends." Cash dividends that are not Eligible Dividends and cash proceeds from any other distribution received on Company stock shall be invested in Company stock.

(1) Pass-Through Election. With respect to Eligible Dividends, the Member may elect between:

(A)Either:

(i)The cash payment of Eligible Dividends directly to the Member; or

(ii)If permitted by the Committee, the payment of Eligible Dividends to the Member's ESOP Account (with respect to Eligible Dividends attributable to the Member's Matching Contributions Account) and, on and after January 1, 2002, the Member's Before-Tax Contributions Account, Roth Elective Deferral Account, After-Tax Contributions Account, and Rollover Contributions Account (based on the subaccount from which the Eligible Dividend is derived) followed by the distribution of Eligible Dividends in cash to the Member not later than 90 days after the close of the Plan Year in which the Eligible Dividends were paid by the Company; and

(B)The payment of Eligible Dividends to the Member's ESOP Contributions Account (with respect to Eligible Dividends attributable to the Member's Matching Contributions Account) and, on and after January 1, 2002, the Member's Before-Tax Contributions Account, Roth Elective Deferral Account, After-Tax Contributions Account, and Rollover Contributions Account (based on the subaccount from which the Eligible Dividend is derived) and reinvestment in Company stock through the ESOP Account.

If the Member does not make an affirmative election, he shall be deemed to have elected the reinvestment of Eligible Dividends pursuant to subparagraph (8). Any earnings on Eligible Dividends shall not be distributed

pursuant to subparagraph (A)(ii), but any losses on such Eligible Dividends shall reduce the amount that can be distributed to the Member under such provision. The Member's election in effect on the ex dividend date for the Eligible Dividend shall control. A Member may not split his election between subparagraphs (A) and (B) with respect to any single Eligible Dividend payment date.

(2)Election Requirements. The dividend pass through election shall meet the following minimum requirements:

(A)A Member must be given a reasonable opportunity before Eligible Dividends are paid or distributed in which to make the election.

(B)A Member must have a reasonable opportunity to change a dividend election at least annually.

(C)If there is a change in the Plan terms governing the manner in which Eligible dividends are paid or distributed, a Member must be given a reasonable opportunity to make an election under the new Plan terms prior to the date on which the first Eligible Dividend subject to the new Plan terms is paid or distributed.

(D)No election shall be applied retroactively; elections shall apply only to future dividend allocations.

(3)Treatment of Eligible Dividends. Eligible Dividends shall be treated as follows for purposes of the Plan:

(A)A Member shall at all times be fully vested in any Eligible Dividends with respect to which the Member is offered a dividend pass through election. The Member shall be fully vested regardless of whether the Eligible Dividends are paid in cash or reinvested in Company stock allocated to the Member's Account and regardless of whether the Member is vested or nonvested in other amounts held in his Matching Contributions Account.

(B)Eligible Dividends, whether paid in cash to the Member or reinvested in the Plan, do not constitute an Annual Addition. In addition, reinvested Eligible Dividends do not constitute elective deferrals, within the meaning of Code section 402(g)(3), and shall not be treated as Before-Tax Contributions or Roth Elective Deferrals, under the ADP Test, or After-Tax Contributions, Adjustment Contributions or Matching Contributions under the ACP Test, in the event such tests are ever applicable.

(C)Eligible Dividends that are reinvested in Company stock pursuant to a Member's election under this subsection are treated as earnings in the same manner as dividends with respect to which a Member is not provided a dividend pass through election.

(D)Eligible Dividends paid in cash pursuant to a Member's election under this subsection:

(i)Are not subject to the consent requirements of Code

section 411(a)(11) or the restrictions on the distributions of elective deferrals under Code section 401(k)(2)(B), notwithstanding any Plan provision to the contrary; and

(ii)Do not constitute an Eligible Rollover Distribution (as determined under Plan section 6.11(b)(4)), even if the dividends are distributed at the same time as amounts that do constitute an Eligible Rollover Distribution.

(4)Alternate Payees and Beneficiaries. Subject to such rules as the Committee may prescribe, alternate payees and Beneficiaries shall be treated as Members for purposes of this subsection.

Article 9. Financing

9.1 Financing

The Company shall enter into a Trust Agreement in order to implement and carry out the provisions of the Plan and to finance the benefits under the Plan. All rights which may accrue to any person under the Plan shall be subject to all the terms and provisions of such Trust Agreement. The Company may modify the Trust Agreement in accordance with the terms of that Agreement from time to time to accomplish the purposes of the Plan.

9.2 Contributions

The Employers shall make such contributions to the Trust Fund as are required by the provisions of the Plan, subject to the right of the Company to amend, modify, or terminate the Plan.

9.3 Nonreversion

No Employer shall have any right, title, or interest in the contributions made to the Trust Fund, and no part of the Trust Fund shall revert to any Employer, except that:

(a)If the Internal Revenue Service initially determines that the Plan does not meet the requirements of Code section 401, the Plan shall be null and void from the Effective Date, and any contributions shall be returned to all contributors within one year following the determination that the Plan does not meet such requirements, unless the Company elects to make the changes to the Plan necessary to receive a determination from the Internal Revenue Service that the requirements of Code section 401 are met.

(b)If a contribution is made to the Trust Fund by an Employer by a mistake of fact, then such contribution, less the net losses, if any, of the Trust Fund attributable thereto, shall be returned to such Employer within one year after the payment of the contribution.

(c)Contributions made by the Employer hereunder are expressly conditioned upon deductibility of contributions under Code section 404, and if any part or all of a contribution is disallowed as a deduction under Code section 404, then such contribution, to the extent the deduction is disallowed, less the net losses, if any, of the Trust Fund attributable thereto, shall be returned to such Employer within one year after the disallowance.

9.4 Rights in the Trust Fund

Persons eligible for benefits under the Plan are entitled to look only to the Trust Fund for the payment of such benefits and have no claim against any Employer, the Committee, or any other person. No person has any right or interest in the Trust Fund except as expressly provided in the Plan.

Article 10. Administration

10.1 Committee and Fiduciary

The Company shall be the "plan administrator" with respect to the Plan and as "named fiduciary" with respect to the Plan and the Trust Fund, as such terms are defined under ERISA. The Board shall appoint a "Committee" to administer the Plan and to handle the day to-day administrative responsibilities with respect to the Plan. The Committee shall have all powers necessary to accomplish such purposes. The Committee shall be composed of as many members as the Board may appoint from lime to time and shall hold office at the pleasure of the Board. Any member of the Committee may resign by delivering his written resignation to the Board. Vacancies in the Committee arising by resignation, death, removal, or otherwise shall be filled by the Board.

10.2 Compensation and Expenses

A member of the Committee shall serve without compensation for services as such if he is receiving full-lime pay from an Employer or nonparticipating Affiliate as an Employee. Any other member of the Committee may receive compensation for services as a member, to be paid from the Trust Fund to the extent not paid by the Employers in their sole and absolute discretion. All expenses incurred in the administration of the Plan shall be paid for by the Trust Fund, except to the extent paid by the Employers in their sole and absolute discretion. Any member of the Committee may receive reimbursement by the Trust Fund of expenses properly and actually incurred to the extent not paid by the Employers as provided in the preceding sentence. Such expenses shall include any expenses incident to the administration of the Plan, including, but not limited to, fees of accountants, counsel, and other specialists.

10.3 Manner of Action

A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business. All resolutions adopted and other actions taken by the Committee at any meeting shall be by a majority vote of those present at any such meeting. Upon the unanimous concurrence in writing of the members at the time in office, action of the Committee may be taken otherwise than at a meeting.

10.4 Chairman, Secretary, and Employment of Specialists

The members of the Committee may elect one of their number as chairman and may elect a secretary who may, but need not, be a member of the Committee. They may authorize one or more of their number or any agent to execute or deliver any instrument or instruments on their behalf, and may employ such counsel, auditors, and other specialists, and such clerical, medical, actuarial, and other services as they may require in carrying out the provisions of the Plan. Such expenses shall be paid by the Trust Fund, except to the extent that such expenses may have been paid by the Employers in their sole and absolute discretion.

10.5 Assistance

The Committee may appoint one or more individuals and delegate such of its power and duties as ii deems desirable to any such individual, in which case every reference herein made to the Committee shall be deemed to mean or include the individuals as to matters within their jurisdiction. Such individuals shall be such officers or other Employees of the Employers and such other persons as the Committee may appoint.

10.6 Records

All resolutions, proceedings, acts, and determinations of the Committee shall be recorded by the secretary thereof or under his supervision, and all such records, together with such documents and instruments as may be necessary for the administration of the Plan, shall be preserved in the custody of the secretary.

10.7 Rules

Subject to the limitations contained in the Plan, the Committee shall be empowered from time to time in its discretion to adopt bylaws and establish rules for the conduct of its affairs and the exercise of the duties imposed upon it under the Plan.

10.8 Administration

The Committee shall be responsible for the administration of the Plan. The Committee shall have all such powers as may be necessary to carry out the provisions hereof and may, from time to time, establish rules for the administration of the Plan and the transaction of the Plan's business. In making any such determination or rule, the Committee shall pursue uniform policies as from time to time established by the Committee and shall not discriminate in favor of or against any Member. The Committee

shall have the exclusive right to make any finding of fact necessary or appropriate for any purpose under the Plan including, but not limited to, the determination of the eligibility for and the amount of any benefit payable under the Plan.

The Committee shall have the exclusive right to interpret the terms and provisions of the Plan and to determine any and all questions arising under the Plan or in connection with the administration thereof, including, without limitation, the right to remedy or resolve possible ambiguities, inconsistencies, or omissions, by general rule or particular decision. The Committee shall make, or cause to be made, all reports or other filings necessary to meet both the reporting and disclosure requirements and other filing requirements of ERISA which are the responsibility of "plan administrators" under ERISA. To the maximum extent permitted by law, all findings of fact, determinations, interpretations, and decisions of the Committee shall be conclusive and binding upon all persons having or claiming to have any interest or right under the Plan.

10.9 No Enlargement of Employee Rights

Nothing contained in the Plan shall be deemed to give any Employee the right to be retained in the service of an Employer or to interfere with the right of an Employer to discipline, discharge, or retire any Employee at any time.

10.10 Benefit Claims Procedures

The provisions of this section shall be subject to, and shall apply to, the extent required under Department of Labor Regulations section 2560.503-1 (relating to the requirements of claims procedures). All decisions made under the procedures described in this Plan section 10.10 shall be final and there shall be no further right of appeal. No lawsuit may be initiated by any person before fully pursuing the procedures set out in this section, including the appeal permitted pursuant to subsection (d).

(a)The right of a Participant, Member, Beneficiary, alternate payee, or any other person entitled to claim a benefit under the Plan shall be determined by the Committee, provided, however, that the Committee may delegate its responsibility to any person. All persons entitled to claim a benefit under the Plan shall be referred to as a . "Claimant" for purpose of this Plan section 10.10. The term "Claimant" shall also include, where appropriate to the context, any person authorized to represent the Claimant under procedures established by the Committee.

(1)The Claimant may file a claim for benefits by written notice to the Committee.

(2)Any claim for benefits under the Plan, pursuant to this Plan section, shall be filed with the Committee no later than eighteen months after the date that a transaction occurred, or should have occurred, with respect to a Claimant's Account. The Committee in its sole discretion shall determine whether this limitation period has been exceeded.

(3)Notwithstanding anything to the contrary in this Plan, the following shall not be a claim for purposes of this Plan section 10.10:

(A) A request for determination of eligibility, enrollment, or participation under the Plan without an accompanying claim for benefits under the Plan. The determination of eligibility, enrollment, or participation under the Plan may be necessary to resolve a claim, in which case such determination shall be made in accordance with the claims procedures set forth in this Plan section 10.10.

(B) Any casual inquiry relating to the Plan, including an inquiry about benefits or the circumstances under which benefits might be paid under the Plan.

(C) A claim that is defective or otherwise fails to follow the procedures of the Plan (e.g., a claim that is addressed to a party, other than the Committee, or an oral claim).

(D) An application or request for benefits under the Plan.

(b)If a claim for benefits is wholly or partially denied, the Committee shall, within a reasonable period of time, but no later than 90 days after receipt of the claim (or 45 days after receipt of the claim in the case of a disability claim), notify the Claimant of the denial of benefits. In the case of a claim other than a disability claim, if special circumstances justify extending the period up to an additional 90 days, the Claimant shall be given written notice of this extension within the initial 90-day period, and such notice shall set forth the special circumstances and the date on which a decision is expected. In the case of a disability claim, the Committee may give the Claimant written notice before the end of the initial 45-day period that it needs an additional 30 days to review the claim, provided that such notice shall set forth the circumstances beyond the control of the Committee justifying extending the period and the date on which a decision is expected. If special circumstances beyond the control of the Committee's control justify

extending the claim review period for an additional 30 days, the Claimant shall be provided written notice of this extension within the first 30-day period.

(c)A notice of denial:

(1)Shall be written in a manner calculated to be understood by the Claimant; and

(2)Shall contain:

(A) The specific reasons for denial of the claim;

(B) Specific reference to the Plan provisions on which the denial is based;

(C) A description of any additional material or information necessary for the Claimant to perfect the claim, along with an explanation as to why such material or information is necessary; and benefits by written notice to the Committee.

(D) An explanation of the Plan's claim review procedures and the time limits applicable to such procedures, including a statement of the Claimant's right to bring a civil action under ERISA section 502(a) following an adverse determination on review.

(d)Within 60 days of the receipt by the Claimant of the written denial of his claim (or within 180 days of receipt in the case of a disability claim) or, if the claim has not been granted, within a reasonable period of time (which shall not be less than the applicable time period specified in subsection (b)), the Claimant may file a written request with the Committee that it conduct a full review of the denial of the claim. In connection with the Claimant's appeal, upon request, the Claimant may review and obtain copies of all documents, records and other information relevant to the Claimant's claim for benefits, but not including any document, record or information that is subject to any attorney client or work product privilege or whose disclosure would violate the privacy rights or expectations of any person other than the Claimant. The Claimant may submit issues and comments in writing and may submit written comments, documents, records, and other information relating to the claim for benefits. All comments, documents, records, and other information submitted by the Claimant shall be taken into account in the appeal without regard to whether such information was submitted or considered in the initial benefit determination.

(e)The Committee shall deliver to the Claimant a written decision on the claim promptly, but no later than 60 days (or 45 days in the case of a disability claim) after the receipt of the Claimant's request for such review, unless special circumstances exist that justify extending this period up to an additional 60 days (or 45 days in the case of a disability claim). If the period is extended, the Claimant shall be given written notice of this extension during the initial 60-day period (or 45-day period in the case of a disability claim) and such notice shall set forth the special circumstances and the date a decision is expected. The decision on review of the denial of the claim:

(1)Shall be written in a manner calculated to be understood by the Claimant;

(2)Shall include specific reasons for the decision;

(3)Shall contain specific references to the Plan provisions on which the decision is based;

(4)Shall contain a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and other information relevant to the Claimant's claim for benefits; and

(5)Shall contain a statement of the Claimant's right to bring a civil action under ERISA section 502(a) following an adverse determination on review.

(f)No legal action may be commenced after the later of:

(1)180 days after receiving the written response of the Committee to an appeal, or

(2)365 days after the Claimant's original application for benefits.

10.11 Notice of Address and Missing Persons

Each person entitled to benefits under the Plan must file with the Committee, in writing, his post office address and each change of post office address. Any communication, statement, or notice addressed to such a person at his latest reported post office address will be binding upon him for all purposes of the Plan, and neither the Committee nor the Employers or Trustee shall be

obliged to search for or ascertain his whereabouts other than as required by the applicable fiduciary standards under ERISA. In the event that such person cannot be located, the Committee may direct that such benefit and all further benefits with respect to such person shall be discontinued, all liability for the payment thereof shall terminate and the balance in such Member's Account shall be deemed a forfeiture; provided, however, that in the event of the subsequent reappearance of the Member or Beneficiary prior to termination of the Plan, the benefits which were due and payable and which such person missed shall be paid in a single sum and the future benefits due such person shall be reinstated in full.

10.12 Data and Information for Benefits

All persons claiming benefits under the Plan must furnish to the Committee or its designated agent such documents, evidence, or information as the Committee or its designated agent consider necessary or desirable for the purpose of administering the Plan; and such person must furnish such information promptly and sign such documents as the Committee or its designated agent may require before any benefits become payable under the Plan.

10.13 Indemnity for Liability

The Company shall indemnify each member of the Committee against any and all claims, losses, damages, and expenses, including counsel fees, incurred by the Committee and any liability, including any amounts paid in settlement with the Committee's approval, arising from the member's or Committee's action or failure to act, except when the same is judicially determined to be attributable to the gross negligence or willful misconduct of such member. The Company shall pay the premiums on any bond secured under this section and shall be entitled to reimbursement by the other Employers for their proportionate share.

10.14 Effect of a Mistake

In the event of a mistake or misstatement as to the eligibility, participation, or service of any Member, or the amount of payments made or to be made to a Member or Beneficiary, the Committee shall, if possible, cause to be withheld or accelerated or otherwise make adjustment of such amounts of payments as will in its sole judgment result in the Member or Beneficiary receiving the proper amount of payments under this Plan.

10.15 Self Interest

A member of the Committee who is also a Member shall not vote on any question relating specifically to himself.

10.16 Finality of Determinations

Any determination under this Article 10 shall be final and binding on all parties. If challenged in court, such determination shall not be subject to de novo review and shall not be overturned unless proven to be arbitrary and capricious or an abuse of discretion, as applicable, under the evidence considered at the time of such determination.

Article 11. Amendment and Termination

11.1 Amendment and Termination

(a)The Company reserves the sole and exclusive right at any time by action of the Board (or its designee, as applicable) to amend, modify, or terminate the Plan. The Company's right of amendment, modification, or termination as aforesaid shall not require the assent, concurrence, or any other action by any Employer notwithstanding that such action by the Company may relate in whole or in part to persons in the employ of an Employer.

(b)While each Employer contemplates carrying out the provisions of the Plan indefinitely with respect to its Employees, no Employer shall be under any obligation or liability whatsoever to maintain the Plan for any minimum or other period of time.

(c)Upon any termination of the Plan in its entirety, or with respect to any Employer, the Company shall give written notice thereof to the Committee, the Trustee, and any Employer involved.

(d)Except as provided by law, upon any termination of the Plan, no Employer with respect to whom the Plan is terminated (including the Company) shall thereafter be under any obligation, liability, or responsibility whatsoever to make any contribution or payment to the Trust Fund, the Plan, any Member, any Beneficiary, or any other person, trust or fund whatsoever, for any purpose whatsoever under or in connection with the Plan.

11.2 Limitations on Amendments

The provisions of this Article 11 are subject to and limited by the following restrictions:

(a)No amendment shall operate either directly or indirectly to give any Employer any interest whatsoever in any funds or property held by the Trustee under the terms hereof, or to permit the corpus or income of the Trust to be used for or diverted to purposes other than the exclusive benefit of Members or their Beneficiaries.

(b)No such amendment shall operate either directly or indirectly to deprive any Member of his vested and nonforfeitable interest as of the time of such amendment.

(c)No amendment shall modify the vesting schedule set forth in Plan section 5.2 unless the conditions of Code section 411(a)(10) are met.

(d)No amendment shall decrease the vested benefit of any Member within the meaning of Code section 411(d)(6), except as may be permitted under Code section 411(d)(6).

(e)No amendment or termination of the Plan shall deprive a Participant from electing to receive his distribution in cash or Company stock or exercising the rights granted under Plan section 7.3 or allow any Company stock acquired with the proceeds of an exempt loan to become subject to a put, call, or other option to buy-sell or similar arrangement when held by and when distributed from the Plan (whether or not the Plan then qualifies under Code section 4975).

11.3 Effect of Bankruptcy and Other Contingencies Affecting an Employer

In the event an Employer terminates its connection with the Plan, or in the event an Employer is dissolved, liquidated, or shall by appropriate legal proceedings be adjudged bankrupt, or in the event judicial proceedings of any kind result in the involuntary dissolution of an Employer, the Plan shall be terminated with respect to such Employer.

Article 12. Participation In and Withdrawal From the Plan by an Employer

12.1 Participation in the Plan

Any Affiliate which desires to become an Employer hereunder may elect, with the consent of the Board, to become a party to the Plan and Trust Agreement by adopting the Plan for the benefit of its Eligible Employees, effective as of the date specified in such adoption

(a)By filing with the Company a certified copy of a resolution of its board of directors to that effect, and such other instruments as the Company may require; and

(b)By the Company's filing with the then Trustee a copy of such resolution, together with a certified copy of resolutions of the Board approving such adoption.

The adoption resolution or decision may contain such specific changes and variations in Plan or Trust Agreement terms and provisions applicable to such adopting Employer and its Employees as may be acceptable to the Company and the Trustee. However, the sole, exclusive right of any other amendment of whatever kind or extent to the Plan or Trust Agreement is reserved by the Company. The Company may amend specific changes and variations in the Plan or Trust Agreement terms and provisions as adopted by the Employer in its adoption resolution without the consent of such Employer. The adoption resolution or decision shall become, as to such adopting organization and its employees, a part of this Plan as then amended or thereafter amended and the related Trust Agreement. It shall not be necessary for the adopting organization to sign or execute the original or then amended Plan and Trust Agreement documents. The coverage date of the Plan for any such adopting organization shall be that stated in the resolution or decision of adoption, and from and after such effective date, such adopting organization shall assume all the rights, obligations, and liabilities of an individual employer entity hereunder and under the Trust Agreement. The administrative powers and control of the Company, as provided in the Plan and Trust Agreement, including the sole right to amendment, and of appointment and removal of the Committee, the Trustee, and their successors, shall not be diminished by reason of the participation of any such adopting organization in the Plan and Trust Agreement.

12.2 Withdrawal from the Plan

Any Employer, by action of its board of directors or other governing authority, may withdraw from the Plan and Trust Agreement after giving 90 days' notice to the Board, provided the Board consents to such withdrawal. The Board may in its absolute discretion terminate any Employer's participation at any time. Distribution may be implemented through continuation of the Trust Fund, or transfer to another trust fund exempt from tax under Code section 501, or to a group annuity contract qualified under Code section 401, or distribution may be made as an immediate cash payment in accordance with the directions of the Committee; provided, however, that no such action shall divert any part of such fund to any purpose other than the exclusive benefit of the Employees of such Employer.

Article 13. Top-Heavy Provisions

13.1 Application of Top-Heavy Provisions

(a)Single Plan Determination. Except as provided in subsection (b)(2), if as of a Determination Date, the sum of the amount of Code section 416 Accounts of Key Employees and the Beneficiaries of deceased Key Employees exceeds 60 percent of the amount of the Code section 416 Accounts of all Employees and Beneficiaries (excluding former Key Employees), the Plan is top-heavy and the provisions of this Article shall become applicable. A plan as described in Code section 416(g)(4)(H) shall not be considered a "top-heavy plan."

(b)Aggregation Group Determination.

(1)If as of a Determination Date this Plan is part of an Aggregation Group which is top-heavy, the provisions of this Article shall become applicable. Top-heaviness for the purpose of this subsection shall be determined with respect to the Aggregation Group in the same manner as described in subsection (a), above.

(2)If this Plan is top-heavy under subsection (a), but the Aggregation Group is not top-heavy, the Plan shall not be top-heavy and this Article 13 shall not be applicable.

(c)Committee. The Committee shall have responsibility to make all calculations to determine whether this Plan is top-heavy.

13.2 Definitions

(a)"Aggregation Group" means this Plan and all other plans maintained by the Employers and nonparticipating Affiliates which cover a Key Employee and any other plan which enables a plan covering a Key Employee to meet the requirements of Code section 401(a)(4) or 410. In addition, at the election of the Committee, the Aggregation Group may be expanded to include any other qualified plan maintained by an Employer or nonparticipating Affiliate if such expanded Aggregation Group meets the requirements of Code sections 401(a)(4) and 410.

(b)"Determination Date" means the last day of the Plan Year immediately preceding the Plan Year for which top-heaviness is to be determined or, in the case of the first Plan Year of a new plan, the last day of such Plan Year.

(c)"Key Employee" means an Employee, a former Employee or any Beneficiary thereof if such Employee or former Employee, for the Plan Year containing the Determination Date is:

(1)An officer of an Employer or nonparticipating Affiliate who has annual Compensation greater than $130,000 (as adjusted in accordance with Code section 416(i)(1)(A)); provided, however, that no more than the lesser of:

(A)50 Employees, or

(B)The greater of (i) three Employees or (ii) 10 percent of all Employees, shall be treated as officers, and such officers shall be those with the highest annual Compensation;

(2)A "5-percent owner" (as described in Code section 416(i)(1)(B)(i)) of an Employer or nonparticipating Affiliate; or

(3)A "1-percent owner'' (as described in Code section 416(i)(1)(B)(ii)) of an Employer or nonparticipating Affiliate having annual Compensation of more than

$150,000.

Ownership shall be determined in accordance with Code sections 416(i)(1)(8) and (C). Any Employee who is not a Key Employee shall be a "non-Key employee" for purposes of applying this Article 13.

(d)"Section 416 Account" means:

(1)The amount credited as of a Determination Date to a Member's or Beneficiary's account, under the Plan and under any other qualified defined contribution plan which is part of an Aggregation Group (including amounts to be credited as of the Determination Date but which have not yet been contributed);

(2)The present value of the accrued benefit credited to a Member or Beneficiary under a qualified defined benefit plan which is part of an Aggregation Group; and

(3)The amount of distributions to the Member or Beneficiary during the one-year period (five-year period in the case of an in-service distribution) ending on the Determination Date other than a distribution which is a tax-free rollover contribution (or similar transfer) that is not initiated by the Member or that is contributed to a plan which is maintained by an Employer or nonparticipating Affiliate;

reduced by:

(4)The amount of rollover contributions (or similar transfers) and earnings thereon credited as of a Determination Date under the Plan or a plan forming part of an Aggregation Group which is attributable to a rollover contribution (or similar transfer) accepted after December 31, 1983, initiated by the Member and derived from a plan not maintained by an Employer or nonparticipating Affiliate.

The Account of a Member who was a Key Employee and who subsequently meets none of the conditions of subsection (c) for the Plan Year containing the Determination Date is not a Code section 416 Account and shall be excluded from all computations under this Article 13. Furthermore, if a Member has not performed any services for an Employer or nonparticipating Affiliate during the one-year period ending on the Determination Date, any account of such Member (and any vested benefit for such Member) shall not be taken into account in computing top-heaviness under this Article 13.

13.3 Minimum Contribution

(a)General. If this Plan is determined to be top-heavy under the provisions of Plan section 13.1 with respect to a Plan Year, the sum of Employer contributions (excluding contributions under a salary reduction agreement but including employer matching contributions) and forfeitures under all qualified defined contribution plans allocated to the accounts of each Member in the Aggregation Group who is not a Key Employee and is an Employee on the last day of the Plan Year shall not be less than three percent of such Member's Compensation. Account balances attributable to minimum contributions shall be fully vested.

(b)Exception. The contribution rate specified in subsection (a) shall not exceed the percentage at which Employer contributions and forfeitures are allocated under the plans of the Aggregation Group to the Account of the Key Employee for whom such percentage is the highest for the Plan Year. For the purpose of this subsection (b), the percentage for each Key Employee shall be determined by dividing the Employer contributions and forfeitures for the Key Employee by the amount of his total Compensation for the year.

(c)Multiple Plans. If this Plan is determined to be top-heavy under the provisions of this Plan section 13.3 with respect to a Plan Year, any Member who is a non-Key Employee covered under this Plan and under a defined benefit plan maintained by the Employers and nonparticipating Affiliates shall receive a minimum contribution determined by substituting five percent for three percent in applying the provisions of subsection (a). However, no minimum contribution under this section shall be allocable to any non-Key Employee who participates in a defined benefit plan maintained by an Employer or nonparticipating Affiliate and who receives the minimum benefit described in Code section 416(c)(1) under such defined benefit plan.

13.4 Collective Bargaining Agreements

The requirements of Plan section 13.3 shall not apply with respect to any Employee included in a unit of Employees covered by a collective bargaining agreement between Employee representatives and an Employer or nonparticipating Affiliate if retirement benefits were the subject of good-faith bargaining between such Employee representatives and such Employer or nonparticipating Affiliate.

Article 14. Miscellaneous

14.1 Beneficiary Designation

(a)Each unmarried Member may designate, on a form provided for that purpose by the Committee, a Beneficiary or Beneficiaries to receive his interest in the Plan in the event of his death, but such designation shall not be effective for any purpose until it has been filed during his lifetime with the Committee. He may, from time to time during his lifetime, on a form approved by and filed with the Committee, change his Beneficiary or beneficiaries.

(b)The Beneficiary of each Member who is married shall be the surviving spouse of such Member, unless such spouse consents in writing to the designation of another Beneficiary or beneficiaries. Each married Member may, from time to time, change his designation of beneficiaries; provided, however, that the Member may not change his Beneficiary without the written consent of his Spouse.

(c)In the event that a Member fails to designate a Beneficiary, or if for any reason such designation shall be legally ineffective, or if all designated beneficiaries predecease him or die simultaneously with him, distribution shall be made to his estate.

(d)In the event of the death of a Beneficiary who survives the Participant and in the event that, at the Beneficiary's death, there is a balance credited to the Account of the Participant, the amount represented by such credit balance shall be payable to a person (or persons) designated by the Participant (in the manner provided in Plan section 14.1, above) to receive the remaining funds payable in the event of such contingency or, if no person was so named, then to a person designated by the Beneficiary (in the manner provided in Plan section 14.1, above) of the deceased Participant to receive the remaining death benefits, if any, payable in the event of such contingency; provided, however, that if no person so designated is then living upon the occurrence of such contingency, then the remaining funds shall be payable to the estate of such deceased Beneficiary.

(e)The written consent described in subsection (b) shall acknowledge the effect of such election and shall be witnessed by a Plan representative designated by the Committee or a notary public.

14.2 Incompetency

Whenever and as often as any person entitled to receive a distribution under the Plan shall be under a legal disability or, in the sole judgment of the Committee, shall otherwise be unable to care for such distributions to his own best interest and advantage, the Committee, in the exercise of its discretion, may direct such distributions to be made in any one or more of the following ways:

(a)To his Spouse;

(b)To his legal guardian or conservator; or

(c)Any other person to be held and used for his benefit.

The decision of the Committee shall, in each case, be final and binding upon all parties, and any distribution made pursuant to the power herein conferred on the Committee shall, to the extent so made, be a complete discharge of the obligations under the Plan of the Employers, the Trustee, and the Committee in respect of such person.

14.3 Nonalienation

Except as provided in Code section 401(a)(13), neither benefits payable at any time under the Plan nor the corpus or income of the Trust Fund shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, garnishment, or encumbrance of any kind.

Any attempt to alienate, sell, transfer, assign, pledge, or otherwise encumber any such benefit, whether presently or thereafter payable, shall be void. No benefit nor the Trust Fund shall in any manner be liable for or subject to the debts or liabilities of any Member or of any other person entitled to any benefit. The Committee shall establish procedures to determine whether domestic relations orders are "qualified domestic relations orders" and to administer distributions under such qualified domestic relations orders. Notwithstanding the foregoing provisions of this Plan section 14.3, a benefit payable under this Plan may be offset as part of the satisfaction of a judgment or agreement made or entered on or after August 5, 1997, as described in Code section 401(a)(13)(C).

Effective January 1, 1997, and to the full extent permitted by Code section 414(p)(10) and by the terms of a qualified domestic relations order, amounts assigned to an alternate payee may be paid as soon as possible in a lump sum notwithstanding the age, financial hardship, employment status, or other factors affecting the ability of the Participant to make a withdrawal or otherwise receive a distribution of the balances to his credit under the Plan.

14.4 Applicable Law

The Plan and all rights hereunder shall be governed by and construed in accordance with the laws of the State of Texas to the extent such laws have not been preempted by applicable federal law.

14.5 Severability

If a provision of this Plan shall be held illegal or invalid, the illegality or invalidity shall not affect the remaining parts of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included in this Plan.

14.6 No Guaranty

Neither the Committee, the Company, the Employers, nor the Trustee in any way guarantees the Trust Fund from loss or depreciation nor the payment of any money which may be or become due to any person from the Trust Fund. Nothing herein contained shall be deemed to give any Participant, Member, or Beneficiary an interest in any specific part of the Trust Fund or any other interest except the right to receive benefits out of the Trust Fund in accordance with the provisions of the Plan and the Trust.

14.7 Merger, Consolidation, or Transfer

In the case of any merger or consolidation of the Plan with, or in the case of any transfer of assets or liabilities of the Plan to or from, any other plan, each Member shall receive a benefit immediately after the merger, consolidation, or transfer (if the Plan had then terminated) which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated).

In Witness Whereof, the authorized officers of the Company have signed this document and have affixed the corporate seal on December 31, 2013, but effective as of January 1, 2013.


		Cullen/Frost Bankers, Inc.

Attest:		By:	/s/ Richard W. Evans, Jr.

By:	/s/ Emily Skillman	Its:	Chairman and CEO

Its:	Group Executive Vice President		(Corporate Seal)

Appendix A. Participating Affiliates

The following are the participating Affiliates in the Plan:

(a)Frost Bank;

(b)Frost Insurance Agency, Inc.;

(c)Frost Securities, Inc.;

(d)Frost Investment Advisors, Inc.;

(e)Frost Brokerage Services, Inc.

Document

Exhibit 4.5

Amendment No. 1

to the

The 401(k) Stock Purchase Plan for Employees of

Cullen/Frost Bankers, Inc. and its Affiliates

(Effective as of January 1, 2013)

Whereas, Cullen/Frost Bankers, Inc. ("Company") maintains "The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates," as last amended and restated effective as of January 1, 2013 ("Plan"), for the benefit of its Eligible Employees and the Eligible Employees of any participating Affiliate; and

Whereas, the Company previously amended the Plan to reflect the decision in

U.S. v. Windsor regarding the definition of a spouse for federal law purposes; and

Whereas, the Company desires to further amend the Plan to reflect the decision in

U.S. v. Windsor, to provide additional details regarding the Plan's administration of the "deemed deferral" rule set forth by Treasury Regulation section 1.401(a)-14 and to make certain other changes to the Plan; and

Whereas, Plan section 11.1 provides that the Company may amend the Plan from time to time with respect to all Employers participating under the Plan;

Now, Therefore, in accordance with the provisions of Plan section 11.1, the following actions are hereby taken and the Plan shall be amended, effective as of January 1, 2014 or as of the dates specified below, as applicable, in the following respects:

1.Plan section 2.1(kk) is amended in its entirety by replacing the current definition of "Spouse" as follows:

(kk) "Spouse" means, on and after June 26, 2013, and prior to September 16, 2013, the husband or wife of a Member (whichever is applicable), determined as of the "relevant date," if (1) the Member is in a relationship legally denominated as a marriage with that other person under the laws of the jurisdiction in which the marriage occurred, and (2) the Member is domiciled in a jurisdiction that recognizes the marriage as valid. Effective as of September 16, 2013, the additional requirement described in clause (2) above shall no longer apply.

Generally, the "relevant date" shall be the date on which the Member's marital status is relevant to the operation of the Plan in accordance with the terms of the Code, ERISA, other applicable law, or the Plan. In the case of a distribution of a Member's vested Plan benefit, the relevant date for determining marital status shall be the date of the Member's benefit commencement date as described at Plan section 6.4. In the case of a death benefit, the relevant date for determining marital status shall be the date of the Member's death, and same-sex spouses shall not be recognized in the case of deaths of Members occurring prior to the June 26, 2013 or September 16, 2013 dates referenced above, as applicable.

The determination of whether a person qualifies as a "Spouse" or a "marriage" qualifies as a marriage for Plan purposes shall be subject to guidance issued by the Department of Treasury and the Department of Labor, to the extent applicable. The term "marriage" does not include domestic partnerships, civil unions, and similar types of formal relationships that are not denominated as marriage, even if the law of the state or other jurisdiction provides similar rights, protections, and benefits to persons in these relationships as to married persons. A former Spouse will be treated as the Spouse to the extent required under a qualified domestic relations order, as described in Code section 414(p). Any reference within the Plan to "spouse" (lower case) shall be determined based on the above principles, if the determination is applicable to a period on or after the June 26, 2013 or September 16, 2013 effective dates described above, except to the extent that the context clearly indicates otherwise.

In the case of deaths or for benefits which commenced to be paid before June 26, 2013, the term "Spouse" shall be determined in accordance with the terms of the Plan in effect on June 25, 2013, or an earlier applicable date.

2.Effective as of January 1, 2014, Plan section 6.1 is amended by replacing current Plan section 6.1 as follows:

6.1 Distribution Upon Retirement, Death, or Disability

Upon a Member's retirement at or after his Normal Retirement Age, the Member's Disability, the Member's death, the Member's Account shall be distributed to the Member (or to his Beneficiary in case of his death), pursuant to the terms of Plan section 6.4. The value of the Member's Account shall be determined as of the last Valuation Date preceding the date of such distribution. Notwithstanding any provision to the contrary, the value of any Company stock paid in cash will be determined in accordance with the procedures described in Plan section 7.4.

Effective as of March 28, 2005, if the nonforfeitable portion of a Member's Account exceeds $1,000, then such distribution shall not be made (without the Member's consent) at any time before the earlier of his 65th birthday or his death. The above $1,000 limitation was previously $5,000 for distributions made between January 1, 1998 and March 28, 2005, and $3,500 for distributions prior to January 1, 1998. Notwithstanding the foregoing provisions of this Plan section 6.1 in calculating the distribution dollar threshold amount described herein (i.e., $1,000 for periods on or after March 28, 2005), amounts allocated to a Member's Account that are credited to a Rollover Contributions Account shall not be recognized.

For purposes of this Plan section 6.1, in addition to a determination of a Disability as determined under the definition of "Disability" in Plan section 2.1(m), a Member shall be eligible for a distribution under this Plan section 6.1 if such Member has been determined to be disabled and is eligible to receive benefits due to such disability under Social Security or a benefit program maintained by an Employer providing for long-term disability benefits.

Information regarding the Member's Account shall be given and consent obtained at the time and in the manner required by law.

3.Effective as of January 1, 2014, Plan section 6.4 is amended by replacing subsection (b) as follows:

(b) Subject to Plan sections 6.1 and 6.2, distribution of the Member's Account shall begin no later than the 60th day after the later to close of the Plan Year in which:

(1)He attains Normal Retirement Age; or

(2)His termination of employment as an Employee occurs.

Notwithstanding the foregoing, the Plan permits a Member to elect to commence a benefit later than provided in paragraph (1) or (2) above provided such election to defer commencement is consistent with the requirements of Plan sections 6.6 and 6.7. Additionally, the Member's failure to make an election to commence distribution of the Member's Account consistent with the timing rules provided in paragraphs (1) and (2) above will be treated by the Plan as a decision to defer commencement of the Member's Account up to the required beginning date specified by Plan section 6.6.

4.Except as amended above, the Plan as in effect prior to this amendment shall continue unchanged.

* * ** * ** **

In Witness Whereof, the Company has caused this instrument to be executed by its duly authorized officers effective as of the date provided herein.


		Cullen/Frost Bankers, Inc.

Attest:		By:	/s/ Richard W. Evans

By:	/s/ Emily Skillman	Its:	Chairman and CEO

Its:	Group Executive Vice President	Date:	October 21, 2014

Document

Exhibit 4.6

Amendment No. 2

to the

The 401(k) Stock Purchase Plan for Employees of

Cullen/Frost Bankers, Inc. and its Affiliates

(Effective as of January 1, 2013)

Whereas, the Company desires to further amend the Plan to reflect current Plan administration regarding forfeitures; and

Whereas, Plan section 11.1 provides that the Company may amend the Plan from time to time with respect to all Employers participating under the Plan;

Now, Therefore, in accordance with the provisions of Plan section 11.1, the following actions are hereby taken and the Plan shall be amended, effective as of January 1, 2015, in the following respects:

1.Plan section 4.7 is amended in its entirety to read as follows:

4.7 Application of Forfeitures

Forfeitures occurring during a Plan Year in the Matching Contributions Account or ESOP Account of a Member will be used to offset expenses of the P n's administration provided that the Committee, or its delegate, determines such expenses to be both reasonable and appropriate. Additionally, the Company may, in its sole discretion, instead decide to allocate such forfeitures, on a uniform and nondiscriminatory basis, to eligible Participants as a non-elective contribution.

2.Plan section 10.2 is amended in its entirety to read as follows:

10.2 Compensation and Expenses

A member of the Committee shall serve without compensation for services as such if he is receiving full-time pay from an Employer or nonparticipating Affiliate as an Employee. Any other member of the Committee may receive compensation for services as a member, to be paid from the Trust Fund to the extent not paid by the Employers in their sole and absolute discretion. All expenses incurred in the administration of the Plan shall be paid for by the Trust Fund, except to the extent paid by the Employers in their sole and absolute discretion. Notwithstanding the foregoing, the Company may decide to pay an expense incurred in the administration of the Plan and then seek and obtain reimbursement from the Trust Fund within 60 days of the Company's payment of such expense consistent with the requirements set forth in Prohibited Transaction Exemption 80-26, and any member of the Committee may receive reimbursement by the Trust Fund of expenses properly and actually incurred to the extent not paid by the Employers as provided above. Such expenses shall include any expenses incident to the administration of the Plan, including, but not limited to, fees of accountants, counsel, and other specialists.

3. Except as amended above, the Plan as in effect prior to this amendment shall continue unchanged.

* * * * * * * * *

In Witness Whereof, the Company has caused this instrument to be executed by its duly authorized officers effective as of the date provided herein.


		Cullen/Frost Bankers, Inc.

Attest:		By:	/s/ Richard W. Evans

By:	/s/ Emily Skillman	Its:	Chief Executive Officer

Its:	Group Executive Vice President	Date:	November 30, 2015

Document

Exhibit 4.7

Amendment No. 3

to the

The 401(k) Stock Purchase Plan for Employees of

Cullen/Frost Bankers, Inc. and its Affiliates

(Effective as of January 1, 2013)

Whereas, pursuant to Plan section 11.1 the Company may amend the Plan from time to time with respect to all Employers participating under the Plan; and

Whereas, the Company desires to amend the Plan to provide that in the absence of alternative instructions from a participant (or beneficiary, as applicable) vested account balances that exceed $1,000, but do not exceed $5,000, will be automatically rolled over to an acceptable individual retirement account.

Now, Therefore, in accordance with the provisions of Plan section 11.1, the following actions are hereby taken and the Plan shall be amended, effective as of January 1, 2016, in the following respects:

1.Plan section 6.1 is hereby amended in its entirety to read as follows:

6.1 Distribution Upon Retirement, Death, or Disability

Upon a Member's retirement at or after his Normal Retirement Age or termination of employment because of his Disability or death, the Member's Account shall be distributed to the Member, or to his Beneficiary in case of his death, pursuant to the terms of Plan section 6.4. The value of the Member's Account shall be determined as of the last Valuation Date preceding the date of such distribution. Notwithstanding any provision to the contrary, the value of any Company stock for which payment in cash is to be made shall be determined in accordance with the procedures described in Plan section 7.4. Effective March 28, 2005, and prior to January 1, 2016, if the nonforfeitable portion of a Member's Account exceeds $1,000, then such distribution shall not be made (without the Member's consent) at any time before the earlier of his 65th birthday or his death. The above $1,000 limitation was previously $5,000 for distributions made between January 1, 1998 and March 28, 2005, and $3,500 for distributions prior to January 1, 1998. Information regarding the Member's Account shall be given and consent obtained at the time and in the manner required by law. For purposes of this Plan section 6.1, in addition to a determination of a Disability as determined under the definition of "Disability" in Plan section 2.1(m), a Member shall be considered to have terminated employment due to a "Disability" if such Member has been determined to be disabled and is eligible to receive benefits due to such disability under Social Security or a benefit program maintained by an Employer providing for long-term disability benefits. Notwithstanding the foregoing provisions of this Plan section 6.1 in calculating the distribution dollar threshold amount described herein (e.g., $1,000 for periods on or after March 28, 2005), amounts credited to a Member's Account that are credited to a Rollover Contributions Account shall not be recognized.

Effective January 1, 2016, if the nonforfeitable portion of the Member's Account is more than $1,000 but not more than $5,000, then, unless the Member makes a timely and valid election otherwise, the nonforfeitable portion of the Member's Account will be rolled over in an automatic rollover contribution to an individual retirement account established by the Committee for the benefit of such Member. Effective January 1, 2016, if the nonforfeitable portion of a Member's Account exceeds $5,000 then such distribution shall not be made without the Member's consent at any time before the earlier of his 65th birthday or his death.

2.Plan section 6.2 is hereby amended by adding the following sentence to the end of this section to read as follows:

Notwithstanding the foregoing, and effective January 1, 2016, if the nonforfeitable portion of the Member's Account is more than $1,000 but not more than $5,000, then, unless the Member makes a timely and valid election otherwise, the nonforfeitable portion of the Member's Account will be rolled over in an automatic rollover contribution to an individual retirement account established by the Committee for the benefit of such Member. Effective January 1, 2016, if the nonforfeitable portion of a Member's Account exceeds $5,000 then such distribution shall not be made without the Member's consent at any time before the earlier of his 65th birthday or his death.

3.Plan section 6.3(a) is revised in its entirety to read as follows:

a.Effective March 28, 2005, if a Member's employment as an Employee terminates and the nonforfeitable portion of a Member's Account is not greater than $1,000 (and at the time of any prior distribution never exceeded the then applicable maximum dollar limit as reflected in Plan section 6.1), the Member shall receive a distribution of the value of the nonforfeitable portion of his Account, and the nonvested portion shall be treated as a forfeiture on the day on which the distribution occurred and applied pursuant to Plan section 4.7. Effective January 1, 2016, if a Member's employment as an Employee terminates and the nonforfeitable portion of a Member's Account is greater than $1,000 but not greater than $5,000 (and at the time of any prior distribution never exceeded the then applicable maximum dollar limit as reflected in Plan section 6.1), the Member shall have an automatic rollover contribution equal to the nonforfeitable portion of such Member's Account made to an individual retirement account as described earlier at Plan section 6.1, and the nonvested portion of the Member's Account shall be treated as a forfeiture on the day on which the distribution occurred and applied pursuant to Plan section 4.7. If the Member terminates employment as an Employee and he is zero percent vested in his Account at such time, such Member shall be considered to have received a distribution of such zero balance amount on his termination of employment date and the foregoing provisions of this subsection {a) shall be applied to such Member. Notwithstanding the foregoing provisions herein, in calculating the distribution dollar threshold amount described herein ($1,000 for periods on or after March 28, 2005, and $1,000 or $5,000 for periods after January 1, 2016, as applicable), amounts credited to a Member's Account that are credited to a Rollover Contributions Account shall not be recognized.

4. Except as amended above, the Plan as in effect prior to this amendment shall continue unchanged.

*********

In Witness Whereof, the Company has caused this instrument to be executed by its duly authorized officers effective as of the date provided herein.


		Cullen/Frost Bankers, Inc.

Attest:		By:	/s/ Phillip D. Green

By:	/s/ Annette Alonzo	Its:	Chairman & CEO of Cullen/Frost

Its:	Chief Human Resources Officer	Date:	October 27, 2016

Document

Exhibit 4.8

Amendment No. 4

to the

The 401 (k) Stock Purchase Plan for Employees of

Cullen/Frost Bankers, Inc. and Its Affiliates (Effective as of January 1, 2013)

Whereas, Cullen/Frost Bankers, Inc. ("Company") maintains "The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates," as last amended and restated effective as of January 1, 2013 ("Plan"), for the benefit of its Eligible Employees and the Eligible Employees of any participating Affiliate; and

Whereas, pursuant to Plan section 11.1 the Company may amend the Plan from time to time with respect to all Employers participating under the Plan; and

Whereas, the Company desires to amend the Plan to provide for hardship distributions to participants on account of the devastation caused by Hurricane Harvey in accordance with IRS Announcement 2017-11.

Now, Therefore, in accordance with the provisions of Plan section 11.1, the following actions are hereby taken and the Plan shall be amended, effective as of August 23, 2017, in the following respects:

1. Plan section 6.8 is hereby amended to add the following new subsection (e) to the end thereof:

(e)Hurricane Harvey.

(1)Notwithstanding section 6.8(c), for hardship distributions made on or after August 23, 2017 and no later than January 31, 2018, a distribution under the Plan is hereby deemed to be on account of an immediate and heavy financial need if the distribution is made to a Participant whose:

(A) principal residence on August 23, 2017 was located in one of the Texas (or other state) counties identified for individual assistance by the Federal Emergency Management Agency ("FEMA") because of the devastation caused by Hurricane Harvey (the "Counties");

(B) place of employment was located in one of the Counties on August 23, 2017; or

(C) lineal ascendant or descendant, dependent or spouse had a principal residence or place of employment in one of the Counties on August 23, 2017.

For the avoidance of doubt, a Participant shall not be required to demonstrate that he has obtained all distributions and withdrawals and all nontaxable loans currently available under all plans maintained by the Employer in order to obtain a hardship distribution on account of Hurricane Harvey.

(2) Notwithstanding section 6.8(c), a Participant who receives a hardship distribution on or after August 23, 2017 and no later than January 31, 2018 because of the devastation caused by Hurricane Harvey is not subject to any post-hardship distribution contribution restrictions under the Plan or any other Plan maintained by the Employer.

(3)Notwithstanding section 6.8(c), a Participant requesting a hardship withdrawal on or after August 23, 2017 and no later than January 31, 2018 because of the devastation caused by Hurricane Harvey is required, as soon as practicable after the hardship distribution is made, to provide evidence that the Committee or its delegate considers necessary to determine whether a hardship exists and the amount necessary to satisfy the hardship.

2. Except as amended above, the Plan as in effect prior to this amendment shall continue unchanged.

* * * * * * * * *

In Witness Whereof, the Company has caused this instrument to be executed by its duly authorized officers effective as of the date provided herein.


		Cullen/Frost Bankers, Inc.

Attest:		By:	/s/ Phillip D. Green

By:	/s/ Annette Alonzo	Its:	Chairman of the Board & CEO

Its:	Group Executive Vice President	Date:	October 27, 2017

Document

Exhibit 4.9

Amendment No. 5

to the

The 401(k) Stock Purchase Plan for Employees of

Cullen/Frost Bankers, Inc. and Its Affiliates

(Effective as of January 1, 2013)

Whereas, Cullen/Frost Bankers, Inc. (the "Company") maintains "The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates," as last amended and restated effective as of January 1, 2013 ("Plan"), for the benefit of its Eligible Employees and the Eligible Employees of any participating Affiliate; and

Whereas, pursuant to Plan section 11.1 the Company may amend the Plan from time to time with respect to all Employers participating under the Plan; and

Whereas, the Company desires to amend the Plan to provide for automatic enrollment, reduce the waiting period to enroll to 30 days, provide for monthly installment payments of minimum required distributions, to permit rollover contributions from conduit individual retirement accounts and individual retirement annuities and implement profit sharing contribution provisions.

Now, Therefore, in accordance with the provisions of Plan section 11.1, the following actions are hereby taken and the Plan shall be amended, effective as of January 1, 2019, in the following respects:

1.Plan section 2.1(a) is hereby amended to add the following new subsection (8):

(8) "Profit Sharing Contribution Account" means that portion of such Member's Account which evidences the value of Profit Sharing Contributions made on his behalf by an Employer under Plan section 4.13 or transferred from the Cullen/Frost Profit Sharing Plan, including any attributable gains and losses to the Trust Fund.

2.The last paragraph of Plan section 2.1(a) is hereby amended to provide as follows:

Notwithstanding any provisions to the contrary, all subaccounts transferred as part of the merger of the Citizens State Bank 401-k Profit Sharing Plan, the Harrisburg Bank Thrift Plan or the Cullen/Frost Profit Sharing Plan into the Plan shall be held as separate subaccounts under the Accounts named above from the similar types of contributions made under this Plan.

3.Plan section 2.1 is hereby amended to add the following new subsections (e), (f) and OD, and to renumber the remaining subsections of Plan section 2.1 as appropriate:

(e)"Automatic Contribution Employee" means each Employee who satisfies the requirements of section 3.1 of the Plan other than an Employee who has an affirmative election in effect (that remains in effect) to have After-Tax Contributions, Before-Tax Contributions or Roth Elective Deferrals made on the Employee's behalf in a specified percentage of the Employee's Compensation. An Employee shall cease to be an Automatic Contribution Employee if the Employee makes an election to (i) have After-Tax Contributions, Before-Tax Contributions or Roth Elective Deferrals made on his behalf in a different percentage of the Employee's Compensation than provided by sections 4.12(b) hereof, as applicable, or (ii) not have any After-Tax Contributions, Before-Tax Contributions or Roth Elective Deferrals made on his behalf.

(f)"Automatic Contribution Participant" means an Automatic Contribution Employee who becomes a Participant pursuant to section 4.12(a) hereof.

(jj)"Profit Sharing Contribution" means the contributions made by an Employer on behalf of a Participant under Plan section 4.13, which shall include the following types of contributions:

(1)"Variable Base Contributions," as described in Plan section 4.13(a); and

(2)"Age-Related Contributions," as described in Plan section 4.13(b).

4.Plan section 3.1(b) is hereby amended to provide as follows:

(b)Minimum Service. With respect to all contributions other than Profit Sharing Contributions, he has completed 30 days of Service, and, with respect to Profit Sharing Contributions, he has completed at least one year of Service.

5.The last sentence of Plan section 3.2 is hereby amended to provide as follows:

In the case of an Eligible Employee who has satisfied the eligibility requirements of Plan section 3.1, but who was not employed as an Eligible Employee on the earliest Entry Date on which he could have become a Participant, he shall become a Participant upon his reemployment as an Eligible Employee if he is still credited with at least 30 days of Service (one year of Service with respect to Profit Sharing Contributions) on such date, and if he is not so credited, he shall become a Participant in accordance with the provisions of Plan section 3.1.

6.Plan section 3.3(a)(1) is hereby amended to provide as follows:

(1)An Employee shall receive credit, for purposes of determining eligibility to participate, for the completion of 30 days of continuous employment (one year of continuous employment for purposes of Profit Sharing Contributions) beginning on his Employment Commencement Date.

7.Plan section 4.6(c)(1) is hereby amended to provide as follows:

(1)The Eligible Rollover Distribution must have been accrued by the Eligible Employee under an Eligible Retirement Plan of his former employer (or amounts directly attributable thereto held in a conduit individual retirement account or individual retirement annuity established separate and apart from the Eligible Employee's regular contributory individual retirement account or individual retirement annuity to hold distributions from an Eligible Retirement Plan of his former employer so that such distributions do not become commingled with the Eligible Employee's ordinary individual retirement account or individual retirement annuity contributions) or awarded to the Eligible Employee as an alternate payee under a qualified domestic relations order, as defined in Code section 414(p), as the Spouse or former Spouse of a participant in the Eligible Retirement Plan;

8.Plan section 4.7 is hereby amended to provide as follows:

4.7 Application of Forfeitures

Forfeitures occurring during a Plan Year in the Matching Contributions Account, Profit Sharing Contribution Account or ESOP Account of a Member shall be used to offset expenses of the Plan's administration provided that the Committee, or its delegate, determines such expenses to be both reasonable and appropriate. Notwithstanding the foregoing, the Company may, in its sole discretion, use such forfeitures to reduce the amount of Profit Sharing Contributions due to be paid by the Employers with respect to the Plan Year, so that the sum of such reduced Profit Sharing Contributions and such forfeitures shall equal the amount of Profit Sharing Contributions due to be paid by the Employers as determined under the provisions of Plan section 4.13. Additionally, the Company may, in its sole discretion, instead decide to allocate such forfeitures, on a uniform and non-discriminatory basis, to eligible Participants as a non-elective contribution.

9.Plan section 4.9(c) is hereby amended to provide as follows:

(c)Reduction in Annual Account Additions. If in any Plan Year a Participant's Annual Account Addition exceeds the limitation determined under subsection (b) above, such excess shall not be allocated to his accounts in any defined contribution plan but shall be handled in the following manner and order until such excess is eliminated:

(1)Participant's portions of the allocations of Profit Sharing Contributions for such Plan Year as adjusted for related gain;

(2)Participant's portions of the allocations of After-Tax Contributions for such Plan Year as adjusted for related gain to the extent there were no attributable Matching Contributions or Discretionary Matching Contributions shall be returned to the Participant;

(3)Participant's portions of the allocations of After-Tax Contributions for such Plan Year as adjusted for related gain and any attributable Matching Contributions or Discretionary Matching Contributions shall be returned to the Participant and the attributable Matching Contributions or Discretionary Matching Contributions shall be placed in a suspense account;

(4)Participant's portions of the allocations of Before-Tax Contributions for such Plan Year as adjusted for related gain to the extent there were no attributable Matching Contributions or Discretionary Matching Contributions shall be refunded to the Participant;

(5)Participant's portions of the allocations of Before-Tax Contributions for such Plan Year as adjusted for related gain and any attributable Matching Contributions or Discretionary Matching Contributions shall be placed in a suspense account;

(6)Participant's portions of the allocations of Roth Elective Deferrals for such Plan Year as adjusted for related gain to the extent there were no attributable Matching Contributions or Discretionary Matching Contributions shall be refunded to the Participant;

(7)Participant's portions of the allocations of Roth Elective Deferrals for such Plan Year as adjusted for related gain and any attributable Matching Contributions or Discretionary Matching Contributions shall be placed in a suspense account; and

(8)Participant's portions of the allocations of ESOP Contributions shall be placed in a suspense account, except that Participant's portion of Company stock which has been allocated to Participant after release from a suspense account under Plan section 7.1 shall be reallocated among other Participants eligible to share in the allocations of Company stock contributions for such Plan Year.

10.A new Plan section 4.12 is hereby added to the Plan to provide as follows:

4.12 Automatic Enrollment

(a)Notwithstanding any provision of the Plan to the contrary, each Automatic Contribution Employee who is newly hired by the Employer shall be enrolled as a Participant as soon as administratively practicable following the date which such Employee first becomes employed by the Employer and satisfies the requirements of section 3.1, or, if later, 30 days from the date notice under section 514 of ERISA is provided to the Employee.

(b)An Automatic Contribution Participant who is enrolled pursuant to section 4.12(a) shall have six percent of his Compensation automatically deducted from his pay and contributed on his behalf by his Employer as a Before-Tax Contribution to the Plan for the period beginning on the date on which the Participant first becomes an Automatic Contribution Participant. An Automatic Contribution Participant may elect to change or suspend his contribution election at any time in accordance with the provisions of the Plan.

11.A new Plan section 4.13 is hereby added to the Plan to provide as follows:

4.13 Profit Sharing Contributions

For each Plan Year, the amount of Profit Sharing Contributions determined with respect to each Employer shall be allocated and credited to each eligible Participant employed by the Employer in accordance with the following provisions:

(a) Variable Base Contributions. For each Plan Year, an "eligible Participant" as described in subsection (c) shall be entitled to receive a Variable Base Contribution with respect to the Plan Year in an amount equal to a uniform percentage of each eligible Participant's "considered Compensation," but only to the extent a Variable Base Contribution is allocated for such Plan Year. The determination of any such Variable Base Contribution shall be determined in the sole discretion of the board of directors (or other appropriate governing authority) of each Employer designating a Variable Base Contribution for the Plan Year. In any given Plan Year, for any or all Employers there could be no Variable Base Contributions determined for the Plan Year.

(b)Age-Related Contributions. For each Plan Year, an "eligible Participant" as described in subsection (c) shall be entitled to receive an Age Related Contribution with respect to the Plan Year in an amount equal to the "Age Related Contribution Percentage" in Column II below corresponding to and based on his attained age in Column I below multiplied by his considered Compensation" during the Plan Year (as described in subsection I), all as determined in accordance with the following table:


Column I			Column II
Eligible Participant's			Age-Related
Attained Age			Contribution Percentage

At least age 30, but less than age 40			1%
At least age 40, but less than age 50			2%
At least age 50			3%

Notwithstanding the foregoing provisions of this subsection (b), an eligible Participant under this subsection (b) shall only be entitled to receive an Age Related Contribution with respect to a Plan Year if such Contribution is determined to be made for the relevant Plan Year. Such determination of any such Age Related Contribution shall be determined in the sole discretion of the board of directors (or other governing authority) of each Employer designating Age Related Contributions for the Plan Year, and such determination shall only be made if a Variable Base Contribution is determined for the Plan Year, as described in subsection (a).

(c)Eligible Participant. For purposes of the contributions under subsections (a) and (b), a Participant shall be considered to be an "eligible Participant" if he is an Eligible Employee on the last day of the Plan Year; provided, however, that any Eligible Employee who during the Plan Year dies, is determined to have a Disability, or retires as an Employee after attaining age 55 with at least five years of Service, and who is not an Eligible Employee on the last day of the Plan Year, shall also be considered to be an eligible Participant for the Plan Year with respect to his considered Compensation up until such event. Additionally, any Eligible Employee who ceased Eligible Employee status during the Plan Year, who is not an Eligible Employee on the last day of the Plan Year, but who at that time is receiving Compensation from payroll under a leave program providing for continued pay while on periods of recognized absence, shall also be considered to be an eligible Participant for such Plan Year.

(d)Age and Service Determinations. The determination of an eligible Participant's attained age under the provisions of subsection (b) shall be made as of the last day of the Plan Year.

(e)Considered Compensation. An eligible Participant's "considered Compensation" for purposes of subsections (a) and (b) shall be the eligible Participant's Compensation with respect to the applicable Plan Year.

(f) Employers; Contributions. The contributions determined under the foregoing provisions of this Plan section 4.13 shall be made by the Employers participating under the Plan during the Plan Year, and such Contributions shall be made in cash. Each Employer shall determine and be responsible for the contributions determined with respect to each eligible Participant employed by such Employer during each of the pay periods during the Plan Year for which such Employer paid the eligible Participant considered Compensation.

(g)Allocation and Crediting Contributions. All contributions under this Plan section 4.13 shall be allocated to eligible Participants in accordance with the eligibility provisions and allocation methods provided for under the foregoing provisions of this Plan section 4.13. All contributions made on behalf of an eligible Participant with respect to a Plan Year shall be credited and allocated to such eligible Participant's Profit Sharing Contribution Account under the Plan.

(h)Payment of Contributions. All contributions under this Plan section 4.13 shall be deposited with the Trustee at such time or times as determined by the Employer, but in no event later than the time prescribed by law for the Employer to file a Federal income tax return for the taxable year with respect to which such contributions are made, including any extensions of time relating thereto.

(i)Deductibility Limitation. The dollar amount of all contributions under this Plan section 4.13 for a Plan Year for which an Employer claims a deduction under Code section 404 shall be limited to the amount deductible under such Code section 404 for the taxable year in which such amounts accrue or are paid, including by means of carryover deductions. All contributions under this Plan section 4.13 which are subject to the deductibility provisions under Code section 404 are hereby specifically conditioned on such deductibility.

12.A new Plan section 5.5 is hereby added to the Plan to provide as follows:

5.5 Profit Sharing Contribution Account

(a) General. A Member shall have a vested and nonforfeitable interest in that vested percentage portion of the balance credited to his Profit Sharing Contribution Account at any time determined by reference to his completed years of Service in accordance with the following schedule:


Completed Year of Service			Vested Percentage

Less than 3 years			0%
3 or more years			100%

(b)Accelerated Vesting. Notwithstanding the provisions of subsection (a), a Member shall be fully vested and have a nonforfeitable interest in the balance credited to his Profit Sharing Contribution Account if:

(1)He attains age 65 while an Employee;

(2)He dies or suffers a Disability while an Employee; or

(c)Vesting Calculation After Partial Plan Termination or Similar Event. All periods of Service before and after a partial plan termination or freeze in Plan contributions must be aggregated as contemplated by Revenue Ruling 2003-65.

13.The first sentence of Plan section 6.2 is hereby amended to provide as follows:

14.Plan section 6.4 is hereby amended to add the following new subsection (f):

(f)Notwithstanding any Plan provisions to the contrary, no distribution shall be made from a Profit Sharing Contribution Account earlier than upon one of the following events:

(1)The Participant's retirement, death, Disability or termination of employment; and

(2)The termination of the Plan without establishment or maintenance of another defined contribution plan.

15.The first sentence of Plan section 6.5 is hereby amended to provide as follows:

Except as provided in section 6.6 of this Plan, all distributions from a Member's Account shall be in a lump sum.

16.The following sentence is hereby added to the end of Plan section 6.6(b)(3):

Solely for purposes of satisfying the requirements of Code section 401(a)(9) and related Treasury Regulations and this Plan section 6.6, a Member's interest may be distributed in the form of annual or monthly installments, as determined by the Committee.

17.The following sentence is hereby added to the end of Plan section 6.9(b):

Notwithstanding the foregoing, in no event shall the balance of a Member's Profit Sharing Contribution Account be "Loan Assets" available for loans pursuant to this Plan section 6.9.

18.The following sentence is hereby added to the end of Plan section 7.10:

Notwithstanding any provision of the Plan to the contrary, the balance allocated to a Participant's Profit Sharing Contribution Account may not be invested in any investment fund designed to invest in Company stock.

19.The following paragraph is hereby added to the end of Plan section 8.1(b):

Effective as of December 31, 2018, the Cullen/Frost Profit Sharing Plan ("PSP") was merged into the Plan. The Plan provides Participants with all of the benefits that they accrued under either of the separate plans as of December 31, 2018, as well as any benefits which accrued after the merger. Except as provided for in Plan section 6.12, the Plan shall protect those benefits required to be protected in accordance with Code section 411(d)(6). As necessary, accounts maintained under the PSP shall be maintained as separate subaccounts under the Plan as merged. Each participant in the PSP prior to or on

December 31, 2018 shall have, and shall continue to have, his or her nonforfeitable right to his or her PSP subaccount under the Plan determine in accordance with the provisions of the PSP as in effect immediately prior to the merger of the PSP into the Plan, notwithstanding the vesting requirements of the Plan.

20.Except as amended above, the Plan as in effect prior to this amendment shall continue unchanged.

*********

In Witness Whereof, the Company has caused this instrument to be executed by its duly authorized officers effective as of the date provided herein.


		Cullen/Frost Bankers, Inc.

Attest:		By:	/s/ Phillip D. Green

By:	/s/ Annette Alonzo	Its:	Chief Executive Officer and Chairman
			of the Board

Its:	Group Executive Vice President	Date:	November 9, 2018

Document

Exhibit 4.10

Amendment No. 6

to the

The 401(k) Stock Purchase Plan for Employees of

Cullen/Frost Bankers, Inc. and Its Affiliates

(Effective as of January 1, 2013)

Whereas, Cullen/Frost Bankers, Inc. (the “Company”) maintains “The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates,” as last amended and restated effective as of January 1, 2013 (“Plan”), for the benefit of its Eligible Employees and the Eligible Employees of any participating Affiliate; and

Whereas, pursuant to Plan section 11.1 the Company may amend the Plan from time to time with respect to all Employers participating under the Plan; and

Whereas, the Company desires to amend the Plan to eliminate future after-tax contributions, make certain changes related to hardship withdrawals and make certain other clarifying changes.

1. Plan section 3.1 is hereby amended to add the following sentence to the end thereof:

Notwithstanding the foregoing, in addition to the requirements set forth, an Eligible Employee must also attain age 21 in order to participate in the Plan with respect to Profit Sharing Contributions.

2. Plan section 4.1 is hereby amended to add the following sentence to the end thereof:

Notwithstanding the foregoing or any provision of the Plan to the contrary, no After-Tax Contributions shall be made to the Plan with respect to Plan Years commencing on or after January 1, 2019.

3. Plan section 4.6(c)(5) is hereby amended to provide as follows:

(5) Prior to January 1, 2019, the Plan shall not accept a Rollover Contribution in an amount less than $200. Effective January 1, 2019, the foregoing restriction shall not apply.

4. Plan section 4.12(a) is hereby amended to provide as follows:

(a) Notwithstanding any provision of the Plan to the contrary, each Automatic Contribution Employee who is newly hired by the Employer on or after January 1, 2019 shall be enrolled as a Participant as soon as administratively practicable following the date which such Employee first becomes employed by the Employer and satisfies the requirements of section 3.1, or, if later, 30 days from the date notice under section 514 of ERISA is provided to the Employee.

5. Plan section 6.8(c) is hereby amended to provide as follows:

(c) Hardship Withdrawals. Prior to a Participant attaining age 59½, and after exhausting all withdrawals from his After-Tax Contributions and Rollover Contributions Accounts, if any, a Participant is entitled to receive a withdrawal from the Participant’s Before-Tax Contributions Account and Roth Elective Deferral Account including any earnings credited to the Participant’s Before-Tax Contributions Account and Roth Elective Deferral Account, respectively, and the Participant’s ESOP Account, provided, however, that the amount available for hardship withdrawal from his ESOP Account shall not exceed the difference between his vested interest in his Matching Contributions Account and the total previous withdrawals from his ESOP Account.

(1) Expenses for (or necessary to obtain) medical care for the Participant, the Participant’s Spouse or Beneficiary(ies), or any “dependents” as necessary for these persons to obtain medical care

described in Code section 213(d), determined without regard to whether the expenses exceed 7.5 percent of adjusted gross income);

(2) Costs directly related to the purchase, of a principal residence for the Participant (excluding mortgage payments);

(3) Payment of tuition, related educational fees, and room and board expenses, for up to the next 12 months of post-secondary education for the Participant, the Participant’s Spouse, children, Beneficiary(ies), or dependents (as defined in Code section 152, without regard to Code sections 152(d)(1), (d)(2), and (d)(1)(B));

(4) Payments necessary to prevent the eviction of the Participant from the Participant’s principal residence or foreclosure on the mortgage on that residence;

(5) Payments for burial or funeral expenses for the Participant’s deceased parent, Spouse, children, Beneficiary(ies), or dependents (as defined in Code section 152, without regard to Code section 152(d)(1)(B));

(6) Expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code section 165 (determined without regard to whether the loss exceeds 10 percent of adjusted gross income); or

(7) Any other event added to this list by the Commissioner of Internal Revenue.

A distribution to satisfy an immediate and heavy financial need shall not be made in excess of the amount of the immediate and heavy financial need of the Participant and the Participant must have obtained all distributions and withdrawals, other than hardship distributions, currently available under all plans maintained by the Employer. The amount of a Participant’s immediate and heavy financial need includes any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the financial hardship distribution.

6. Plan section 6.9(j) is hereby amended to provide as follows:

7. Except as amended above, the Plan as in effect prior to this amendment shall continue unchanged.

* * * * * * * * *

In Witness Whereof, the Company has caused this instrument to be executed by its duly authorized officers effective as of the date provided herein.


		Cullen/Frost Bankers, Inc.

Attest:		By:	/s/ Annette Alonzo

By:	/s/ Janet Lane	Its:	Group Executive Vice President

Its:	Executive V.P.	Date:	February 6, 2019

Document

Exhibit 4.11

Amendment No. 7

to the

The 401(k) Stock Purchase Plan for Employees of

Cullen/Frost Bankers, Inc. and Its Affiliates

(Effective as of January 1, 2013)

Whereas, Cullen/Frost Bankers, Inc. (the “Company”) maintains “The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates,” as last amended and restated effective as of January 1, 2013 (“Plan”), for the benefit of its eligible employees and the eligible employees of any participating affiliate; and

Whereas, pursuant to Plan section 11.1 the Company may amend the Plan from time to time with respect to all employers participating under the Plan; and

Whereas, the Company desires to amend the Plan to meet the requirements of the Setting Every Community Up for Retirement Enhancement (SECURE) Act; to provide for coronavirus-related distributions, increased loan limits for coronavirus-related loans, deferrals of certain loan repayments, and required minimum distributions waivers for 2020 as permitted by under the Coronavirus Aid, Relief, and Economic Security (CARES) Act; and to provide for in-Plan Roth conversions.

Now, Therefore, in accordance with the provisions of Plan section 11.1, the following actions are hereby taken and the Plan shall be amended, effective as of January 1, 2020 unless otherwise stated, in the following respects:

1. The second paragraph of Plan section 2.1(r) is hereby amended to provide as follows:

For purposes of this subsection (r), if an Employee is employed in an employment status where he is scheduled to perform less than 1,000 Hours of Service during any 12-consecutive-month period, such Employee will be immediately eligible to participate in the Plan at such time as when (A) he performs at least 1,000 Hours of Service during any such 12-consecutive-month period and that such Employee shall immediately be considered to have satisfied the eligibility requirements of Plan section 3.1 or (B) he becomes a Long-Term Employee and that such Long-Term Employee shall immediately be considered to have satisfied the eligibility requirements of Plan section 3.1 solely for purposes of After-Tax, Before-Tax, Roth Elective Deferrals and Catch-Up Contributions. The determination of an Employee’s employment status shall be made by the Employer in accordance with its standard employment practices, which shall be applied in a nondiscriminatory manner and communicated to its Employees.

2. Sections 2.1(bb)-(rr) are hereby renumbered as section 2.1(cc)-(ss), respectively, and a new section 2.1(bb) is hereby added to the Plan to provide as follows:

(bb) “Long-Term Employee” means an Employee who does not meet the requirements of an Eligible Employee but who has at least 500 Hours of Service for each year of a three consecutive 12-month period as measured at the end of such three-year period. A Long-Term Employee shall remain a Long-Term Employee until the Employee otherwise meets the requirements of an Eligible Employee or incurs a Severance of Service.

3. A new section 3.3(a)(3) is hereby added to the Plan to provide as follows:

(3) For purposes of vesting in Contributions other than After-Tax, Before-Tax, Roth Elective Deferral or Rollover Contributions, each 12-month period for which a Long-Term Employee has at least 500 hours of Service shall be treated as a year of Service. Computation of any 12-month period for purposes of determining whether an Employee is a Long-Term Employee shall be made with reference to the Employee’s Employment Commencement Date. Notwithstanding the foregoing, 12-month periods beginning before January 1, 2021 shall not be taken into account in determining whether an Employee is a Long-Term Employee.

4. A new section 4.10(i) is hereby added to the Plan to provide as follows:

(i) Long-Term Employees. At such time as the Plan is no longer an ACP Test Safe Harbor Plan, each Long-Term Employee shall not be included for purposes of the limitation based upon ACP Test; provided, that such Employee shall be included as of the first Plan Year beginning after the Plan Year in which the Employee otherwise meets the requirements of an Eligible Employee.

5. Section 6.6(b)(2)(A) is hereby amended to provide as follows:

(A) If the Member’s surviving Spouse is the Member’s sole designated Beneficiary, then, except as provided in the Plan, distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained age 72 (or age 70½ with respect to individuals who attained age 70½ prior to January 1, 2020), if later.

5. Section 6.7(a) is hereby amended to provide as follows:

(a) The Member’s attainment of age 72 (or age 70½ with respect to individuals who attained age 70½ prior to January 1, 2020) or

6. Effective March 27, 2020, Section 6.7 is hereby amended by adding a new paragraph to the end of such section to provide as follows:

Notwithstanding anything in this Plan section 6.7 to the contrary, a Member or Beneficiary who would have been required to receive required minimum distributions in 2020 but has not yet taken the required minimum distribution will not receive those distributions in 2020 unless the Member or Beneficiary elects to receive such distributions. For purposes of applying Plan section 6.7 for calendar years after 2020, the required beginning date with respect to any Member shall be determined without regard to this paragraph of Plan section 6.7.

7. Section 6.8(c)(6) is hereby amended, section 6.8(c)(7) is hereby renumbered as section 6.8(c)(8), and a new section 6.8(c)(7) is hereby added to provide as follows:

(7) Expenses and losses (including loss of income) incurred by the Participant on account of a disaster declared by the Federal Emergency Management Agency (FEMA) under the Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 100-202, provided that the Participant’s principal residence or principal place of employment at the time of the disaster was located in an area designated by FEMA for individual assistance with respect to the disaster; or

(8) Any other event added to this list by the Commissioner of Internal Revenue.

8. Effective March 27, 2020, a new Section 6.8(f) is hereby added to the Plan to provide as follows:

(f) Coronavirus-Related Distributions. Subject to the requirements of this Plan section 6.8(f), each Member who is a Qualified Member shall be eligible to receive a distribution from the Plan of all or a portion of the vested interest in all of the Qualified Member’s Accounts and the earnings thereon in an amount not to exceed $100,000 (reduced by the aggregate amount of such distributions received from all other plans maintained by Affiliates) (a “CRD”).

(1) For purposes of this Plan section 6.8(f) and Plan section 6.9(p), a “Qualified Member” means a Member—

(A) who is diagnosed with the virus SARS–CoV–2 or with coronavirus disease 2019 (COVID–19) by a test approved by the Centers for Disease Control and Prevention (the “CDC”),

(B) whose Spouse or dependent (as defined in section 152 of the Code) is diagnosed with such virus or disease by a test approved by the CDC, or

(C) who experiences adverse financial consequences as a result of being quarantined, being furloughed or laid off or having work hours reduced due to such virus or disease, being unable to work due to lack of child care due to such virus or disease, closing or reducing hours of a business owned or operated by the individual due to such virus or disease, or other factors as determined by the Secretary of the Treasury (or the Secretary’s delegate).

The Committee (or its delegate) may rely on a Member’s certification, in such form as required by the Committee, that the Member satisfies the conditions of Plan section 6.8(f)(1) in determining whether any distribution is a CRD.

(2 Any Qualified Member who receive CRD may, at any time during the three-year period beginning on the day after the date on which the CRD was received, make one or more contributions in an aggregate amount not to exceed the amount of the CRD to the Plan, and, notwithstanding Plan section 6.8(f)(3), to the extent of the amount of the contribution, the contribution shall be treated as having been received as an Eligible Rollover Distribution (as defined in Plan section 6.11(b)(4)) and as having been transferred to the Plan in a direct trustee-to-trustee transfer within 60 days of the distribution.

(3) Notwithstanding anything in the Plan to the contrary, except Plan section 6.8(f)(2), for purposes of sections 401(a)(31), 402(f), and 3405 of the Code, a CRD shall not be treated as an Eligible Rollover Distribution (as defined in Plan section 6.11(b)(4)) (for the avoidance of doubt, 20% mandatory withholding shall not be required with respect to such CRD).

(4) Distributions under this Plan section 6.8(f) shall be permitted during the period commencing on January 1, 2020 and ending on December 31, 2020.

9. A new section 6.9(o) is hereby added to the Plan to provide as follows:

(o) Restriction on Form of Loan. No loan is permitted to be made under the Plan on or after December 20, 2019 through the use of a credit card or any other similar arrangement.

10. Effective March 27, 2020, a new section 6.9(p) is hereby added to the Plan to provide as follows:

(p) Coronavirus-Related Loans.

(1) Notwithstanding Plan section 6.9(c), in the case of any loan made after March 27, 2020 and on or before September 23, 2020 to an Member who is a Qualified Member (as defined in Plan section 6.8(f)(1)), the maximum amount of a loan may not exceed the lesser of:

(A) $100,000 reduced by the person’s highest outstanding loan balance from the Plan during the preceding one-year period, or

(B) 100% of the present value of the person’s vested Account balance under the Plan determined as of the date on which the loan is approved by the Committee.

Loans available under the special provisions of this Plan section 6.9(p) shall be subject to all the requirements of loans taken under the Plan as set forth in Plan section 6.9, except the $50,000 and 50% limits prescribed under Plan section 6.9(c). For example, a person may have only two outstanding loans from the Plan, including a loan subject to this Plan section 6.9(p), at any time.

(2) Notwithstanding anything in Plan section 6.9 to the contrary, in the case of a Qualified Member with an outstanding loan (as of or after March 27, 2020) from the Plan: (a) if the due date for any repayment with respect to such loan occurs during the period beginning on March 27, 2020 and ending on December 31, 2020, the Qualified Member may elect to have such due date delayed until 2021, (b) any subsequent repayments with respect to any such loan shall be appropriately adjusted to reflect the delay in the due date and any interest accruing during such delay, and (c) in determining the five-year period and the term of a loan, the period described in clause (a) of this Plan section 6.9(p)(2) shall be disregarded.

11. A new section 6.13 is hereby added to the Plan to provide as follows:

6.13 In-Plan Roth Conversion

A Member may elect to roll over any vested portion of his or her Account into his or her Roth Elective Deferral Account in accordance with the provisions of Section 402A(c)(4) of the Code. Amounts rolled over pursuant to this Section 6.13 (and applicable earnings) shall be subject to the same distribution restrictions that were applicable to the amount before the rollover.

12. A new section 13.1(d) is hereby added to the Plan to provide as follows:

(d) Long-Term Employees. Each Long-Term Employee shall not be included for purposes of the vesting and benefit requirements if the Plan is determined to be top-heavy; provided, that such Employee shall be included for such purposes as of the first Plan Year beginning after the Plan Year in which the Employee otherwise meets the requirements of an Eligible Employee.

* * * * * * * * *

In Witness Whereof, the Company has caused this instrument to be executed by its duly authorized officers effective as of the date provided herein.


		Cullen/Frost Bankers, Inc.

Attest:		By:	/s/ Annette Alonzo

By:	/s/ Janet Lane	Its:	Group Executive Vice President

Its:	EVP	Date:	November 6, 2020

Document

Exhibit 4.12

Amendment No. 8

to the

The 401(k) Stock Purchase Plan for Employees of

Cullen/Frost Bankers, Inc. and Its Affiliates

(Effective as of January 1, 2013)

Whereas, Cullen/Frost Bankers, Inc. (the “Company”) maintains “The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates”, as last amended and restated effective as of January 1, 2013 (the “Plan”), for the benefit of its eligible employees and the eligible employees of any participating affiliate; and

Whereas, pursuant to section 11.1 of the Plan, the Company may amend the Plan from time to time; and

Whereas, the Company desires to amend the Plan to include additional automatic enrollment provisions with respect to all employees eligible to participate in the Plan who have not made an election under the Plan or previously been automatically enrolled in the Plan.

Now, therefore, in accordance with the provisions of section 11.1 of the Plan, the following actions are hereby taken and the Plan shall be amended, effective as of January 1, 2022, in the following respects:

1.Section 2.1(g) of the Plan is amended and restated in its entirety to provide as follows:

(g)“Before-Tax Contributions” means the contributions made by an Employer on behalf of a Participant pursuant to the Participant’s affirmative election to reduce Compensation as described in Plan section 4.2 or pursuant to a deemed election as described in Plan section 4.12.

2.Section 4.12 of the Plan is amended by adding the following new provisions at the end thereof:

(c)Notwithstanding any provision of the Plan to the contrary, each Participant who does not have in effect on January 1, 2022, either (1) an affirmative election to have After-Tax Contributions, Before-Tax Contributions or Roth Elective Deferrals made under the Plan or (2) an election under Plan section 4.12(b), shall be deemed to have elected to make contributions to the Plan in the amount described in Plan section 4.12(d), effective for the period beginning on January 1, 2022, or, if later, 30 days from the date notice under section 514 of ERISA is provided to the Participant.

(d)Each Participant described in Plan section 4.12(c) shall have six percent of his Compensation automatically deducted from his pay and contributed on his behalf by his Employer as a Before-Tax Contribution to the Plan beginning on the date provided in Plan section 4.12(c). A Participant who is deemed to have made an election pursuant to Plan section 4.12(c) may elect to change or suspend that contribution election at any time in accordance with the provisions of the Plan.

* * * * * * * * *

In Witness Whereof, the Company has caused this instrument to be executed by its duly authorized officers effective as of the date provided herein.


		Cullen/Frost Bankers, Inc.

Attest:		By:	/s/ Annette Alonzo

By:	/s/ Janet Lane	Its:	Group Executive Vice President

Its:	Executive V.P.		October 26, 2021

Document

Exhibit 4.13

Amendment No. 9

to the

The 401(k) Stock Purchase Plan for Employees of

Cullen/Frost Bankers, Inc. and its Affiliates

(Effective as of January 1, 2013)

Whereas, Cullen/Frost Bankers, Inc. (the “Company”) maintains “The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates”, as last amended and restated effective as of January 1, 2013 (the “Plan”), for the benefit of its eligible employees and the eligible employees of any participating affiliate; and

Whereas, pursuant to section 11.1 of the Plan, the Company may amend the Plan from time to time; and

Whereas, the Company desires to amend the Plan to provide for discretionary employer contributions.

Now, Therefore, in accordance with the provisions of section 11.1 of the Plan, the following actions are hereby taken and the Plan shall be amended, effective as of January 1, 2021, in the following respects:

1. Section 2.1(jj) of the Plan is amended and restated in its entirety to provide as follows:

(jj) “Profit Sharing Contribution” means the contributions made by an Employer on behalf of a Participant under Plan section 4.13, which shall include the following types of contributions:

(1) “Variable Base Contributions,” as described in Plan section 4.13(a);

(2) “Age-Related Contributions,” as described in Plan section 4.13(b); and

(3) “Discretionary Employer Contributions,” as described in Plan Section 4.13(c).

2. Section 4.13 of the Plan is amended in its entirety to provide as follows:

“4.13 Profit Sharing Contributions

(a) Variable Base Contributions. For each Plan Year, an “eligible Participant” as described in subsection (d) shall be entitled to receive a Variable Base Contribution with respect to the Plan Year in an amount equal to a uniform percentage of each eligible Participant’s “considered Compensation,” but only to the extent a Variable Base Contribution is allocated for such Plan Year. The determination of any such Variable Base Contribution shall be determined in the sole discretion of the board of directors (or other appropriate governing authority) of each Employer designating a Variable Base Contribution for the Plan Year. In any given Plan Year, for any or all Employers there could be no Variable Base Contributions determined for the Plan Year.

(b) Age-Related Contributions. For each Plan Year, an “eligible Participant” as described in subsection (d) shall be entitled to receive an Age Related Contribution with respect to the Plan Year in an amount equal to the “Age Related Contribution Percentage” in Column II below corresponding to and based on his attained age in Column I below multiplied by his considered Compensation” during the Plan Year (as described in subsection I), all as determined in accordance with the following table:


Column I			Column II
Eligible Participant's			Age-Related
Attained Age			Contribution Percentage

At least age 30, but less than age 40			1%
At least age 40, but less than age 50			2%
At least age 50			3%

Notwithstanding the foregoing provisions of this subsection (b), an eligible Participant under this subsection (b) shall only be entitled to receive an Age-Related Contribution with respect to a Plan Year if such Contribution is determined to be made for the relevant Plan Year. Such determination of any such Age Related Contribution shall be determined in the sole discretion of the board of directors (or other governing authority) of each Employer designating Age Related Contributions for the Plan Year, and such determination shall only be made if a Variable Base Contribution is determined for the Plan Year, as described in subsection (a).

(c) Discretionary Employer Contributions. For each Plan Year, in the event that an Employer determines that a Discretionary Employer Contribution shall be made for a Plan Year, an “eligible Participant” as described in subsection (d) shall be entitled to receive a Discretionary Employer Contribution for such Plan Year based on the eligible Participant’s considered Compensation, in an amount based on an allocation method determined by the board of directors (or other appropriate governing authority) of each Employer designating a Discretionary Employer Contribution for the Plan Year.

Notwithstanding the foregoing provisions of this subsection (c), an eligible Participant under this subsection (c) shall only be entitled to receive a Discretionary Employer Contribution with respect to a Plan Year if such Contribution is determined by the Employer to be made for the relevant Plan Year. Such determination shall be determined in the sole discretion of the board of directors (or other governing authority) of each Employer designating Discretionary Employer Contributions for the Plan Year. In any given Plan Year, for any or all Employers there could be no Discretionary Employer Contributions determined for the Plan Year.

(d) Eligible Participant. For purposes of the contributions under subsections (a), (b), and (c), a Participant shall be considered to be an “eligible Participant” if he is an Eligible Employee on the last day of the Plan Year; provided, however, that any Eligible Employee who during the Plan Year dies, is determined to have a Disability, or retires as an Employee after attaining age 55 with at least five years of Service, and who is not an Eligible Employee on the last day of the Plan Year, shall also be considered to be an eligible Participant for the Plan Year with respect to his considered Compensation up until such event. Additionally, any Eligible Employee who ceased Eligible Employee status during the Plan Year, who is not an Eligible Employee on the last day of the Plan Year, but who at that time is receiving Compensation from payroll under a leave program providing for continued pay while on periods of recognized absence, shall also be considered to be an eligible Participant for such Plan Year.

(e) Age and Service Determinations. The determination of an eligible Participant’s attained age under the provisions of subsection (b) shall be made as of the last day of the Plan Year.

(f) Considered Compensation. An eligible Participant’s “considered Compensation” for purposes of subsections (a), (b) and (c) shall be the eligible Participant’s Compensation with respect to the applicable Plan Year.

(g) Employers; Contributions. The contributions determined under the foregoing provisions of this Plan section 4.13 shall be made by the Employers participating under the Plan during the Plan Year, and such Contributions shall be made in cash. Each Employer shall determine and be responsible for the contributions determined with respect to each eligible Participant employed by such Employer during each of the pay periods during the Plan Year for which such Employer paid the eligible Participant considered Compensation.

(h) Allocation and Crediting Contributions. All contributions under this Plan section 4.13 shall be allocated to eligible Participants in accordance with the eligibility provisions and allocation methods provided for under the foregoing provisions of this Plan section 4.13. All contributions made on behalf of an eligible Participant with respect to a Plan Year shall be credited and allocated to such eligible Participant’s Profit Sharing Contribution Account under the Plan.

(i) Payment of Contributions. All contributions under this Plan section 4.13 shall be deposited with the Trustee at such time or times as determined by the Employer, but in no event later than the time prescribed by law for the Employer to file a Federal income tax return for the taxable year with respect to which such contributions are made, including any extensions of time relating thereto.

means of carryover deductions. All contributions under this Plan section 4.13 which are subject to the deductibility provisions under Code section 404 are hereby specifically conditioned on such deductibility.

* * * * * * * * *

In Witness Whereof, the Company has caused this instrument to be executed by its duly authorized officers effective as of the date provided herein.


		Cullen/Frost Bankers, Inc.

Attest:		By:	/s/ Annette Alonzo

By:	/s/ Janet Lane	Its:	Group Executive Vice President

Its:	Executive V.P.		January 26, 2022

Document

Exhibit 4.14

Amendment No. 10

to the

The 401(k) Stock Purchase Plan for Employees of

Cullen/Frost Bankers, Inc. and its Affiliates

(Amended and Restated Effective as of January 1, 2013)

Whereas, pursuant to section 11.1 of the Plan, the Company may amend the Plan from time to time; and

Whereas, the Company desires to amend the Plan to allow distributions from all accounts upon attainment of age 59½, to allow installment distributions and make other revisions to the Plan.

Now, Therefore, in accordance with the provisions of section 11.1 of the Plan, the following actions are hereby taken and the Plan shall be amended, effective as of March 8, 2022, in the following respects:

1. Section 6.4(f) of the Plan is hereby amended by (a) amending and restating subparagraph (2) in its entirety to provide as set forth below and (b) adding new subparagraph (3) to provide as set forth below:

(2) The termination of the Plan without establishment or maintenance of another defined contribution plan; and

(3) The Participant’s attainment of age 59½ or the Participant’s hardship.

2. The first sentence of Section 6.5 of the Plan is hereby deleted and then the following is added to the beginning of that section:

Except as provided in section 6.6 of this Plan, all distributions from a Member’s Account shall be in a lump sum or, if elected by the Member, under a systematic withdrawal plan (installments). A Member who has elected a systematic withdrawal plan may, with regard to all remaining payments or any portion thereof, elect to accelerate installment payments, decelerate installment payments, stop such payments altogether, or receive a lump sum distribution of the remainder of his Account balance, as long as, in any event, the requirements of Code Section 401(a)(9) and Plan section 6.6 are satisfied. Beneficiaries and alternate payees may elect any form of distribution available to a Member. Notwithstanding anything herein to the contrary, if distribution to a Member commences on the Member’s required beginning date as determined under Plan section 6.6, the Member may elect to receive distributions under a systematic withdrawal plan that provides the minimum distributions required under Code Section 401(a)(9), as described in Plan section 6.6.

3. Section 6.8(b) of the Plan is hereby amended and restated in its entirety to provide as follows:

Withdrawals After Attaining Age 59½. A Participant may make a withdrawal of all or any portion of the balance credited to his Account at any time after he attains age 59½. Such withdrawals shall be made pursuant to such rules as the Committee may prescribe and shall not affect the Participant’s right to otherwise participate in the Plan.

4. The first paragraph of Section 6.8(c) of the Plan is hereby amended and restated in its entirety to provide as follows:

Hardship Withdrawals. Prior to a Participant attaining age 59½, and after exhausting all withdrawals from his After-Tax Contributions and Rollover Contributions Accounts, if any, a Participant is entitled to receive a withdrawal from the Participant’s Before-Tax Contributions Account, Roth Elective Deferral Account and the vested portion of his Profit Sharing Contribution Account including any earnings credited to the Participant’s Before-Tax Contributions Account, Roth Elective Deferral Account and the vested portion of his Profit Sharing Contribution Account, respectively, and the Participant’s ESOP Account, provided, however, that the amount available for hardship withdrawal from his ESOP Account shall not exceed the difference between his vested interest in his Matching Contributions Account and the total previous withdrawals from his ESOP Account.

5. Section 6.9(b) of the Plan is hereby amended by deleting the last sentence thereof.

* * * * * * * * *

In Witness Whereof, the Company has caused this instrument to be executed by its duly authorized officers effective as of the date provided herein.


		Cullen/Frost Bankers, Inc.

Attest:		By:	/s/ Annette Alonzo

By:	/s/ Janet Lane	Its:	Group Executive Vice President

Its:	Executive V.P.		March 8, 2022

Document

Exhibit 4.15

Amendment No. 11

to the

The 401(k) Stock Purchase Plan for Employees of

Cullen/Frost Bankers, Inc. and its Affiliates

(Effective as of January 1, 2013)

Whereas, pursuant to section 11.1 of the Plan, the Company may amend the Plan from time to time; and

Whereas, the Company desires to amend the Plan to provide that, in accordance with the provisions of the SECURE 2.0 Act of 2020, effective for distributions after December 31, 2023, the limit on distributions that may be automatically rolled over to an acceptable individual retirement account in the absence of alternative instructions from a participant (or beneficiary, as applicable) shall be increased from $5,000 to $7,000.

Now, Therefore, in accordance with the provisions of section 11.1 of the Plan, the following actions are hereby taken, and the Plan shall be amended, effective as of January 1, 2024, in the following respects:

1. Section 6.1 of the Plan is amended and restated in its entirety to provide as follows:

6.1 Distribution Upon Retirement, Death, or Disability

Effective March 28, 2005, and prior to January 1, 2016, if the nonforfeitable portion of a Member's Account exceeds $1,000, then such distribution shall not be made (without the Member's consent) at any time before the earlier of his 65th birthday or his death. The above $1,000 limitation was previously $5,000 for distributions made between January 1, 1998 and March 28, 2005, and $3,500 for distributions prior to January 1, 1998. Information regarding the Member's Account shall be given and consent obtained at the time and in the manner required by law.

For purposes of this Plan section 6.1, in addition to a determination of a Disability as determined under the definition of "Disability" in Plan section 2.1(m), a Member shall be considered to have terminated employment due to a "Disability" if such Member has been determined to be disabled and is eligible to receive benefits due to such disability under Social Security or a benefit program maintained by an Employer providing for long-term disability benefits. Notwithstanding the foregoing provisions of this Plan section 6.1 in calculating the distribution dollar threshold amount described herein (e.g., $1,000 for periods on or after March 28, 2005), amounts credited to a Member's Account that are credited to a Rollover Contributions Account shall not be recognized.

2. Section 6.2 of the Plan is amended and restated in its entirety to provide as follows:

6.2 Distribution Upon Termination of Employment for Reasons Other Than Retirement, Death, or Disability

Upon the termination of employment of a Member for any reason other than his retirement at or after Normal Retirement Age, death, or Disability, the full amount of the Member’s After-Tax Contributions Account, Before-Tax Contributions Account, Roth Elective Deferral Account, Nonelective Discretionary Contributions Account, and Rollover Contributions Account and the vested portion of his Profit Sharing Contribution Account, ESOP Account and Matching Contributions Account shall be distributed to him, pursuant to the terms of Plan section 6.4. The value of the Member’s Account shall be determined as of the last Valuation Date preceding the date of such distribution.

Notwithstanding any provision to the contrary, the value of any Company stock for which payment in cash is to be made shall be determined in accordance with the procedures described in Plan section 7.4. Effective as of March 28, 2005, if the nonforfeitable portion of a Member’s Account exceeds $1,000 ($3,500 for distributions prior to January 1, 1998 and $5,000 for distributions made before March 28, 2005 and after December 31, 1997), then such distribution shall not be made (without the Member’s consent) at any time before the earlier of his 65th birthday or his death. A Member’s consent is not valid unless the Member has received a general description of the material features and an explanation of the relative values of optional forms (if any) available to the Member and information regarding the Member’s right to defer receipt of the distribution. Such information shall be given and consent obtained within the time frames required by law.

Notwithstanding the foregoing provisions herein, in calculating the distribution dollar threshold amount described herein ($1,000 for periods prior on or after March 28, 2005), amounts credited to a Member’s Account that are credited to his Rollover Contributions Account shall not be recognized.

3. Section 6.3(a) of the Plan is amended and restated in its entirety to provide as follows:

6.3 Forfeitures

(a) Effective March 28, 2005, if a Member's employment as an Employee terminates and the nonforfeitable portion of a Member's Account is not greater than $1,000 (and at the time of any prior distribution never exceeded the then applicable maximum dollar limit as reflected in Plan section 6.1), the Member shall receive a distribution of the value of the nonforfeitable portion of his Account, and the nonvested portion shall be treated as a forfeiture on the day on which the distribution occurred and applied pursuant to Plan section 4.7. Effective January 1, 2016, if a Member's employment as an Employee terminates and the nonforfeitable portion of a Member's Account is greater than $1,000 but not greater than $5,000 (and at the time of any prior distribution never exceeded the then applicable maximum dollar limit as reflected in Plan section 6.1), the Member shall have an automatic rollover contribution equal to the nonforfeitable portion of such Member's Account made to an individual retirement account as described earlier at Plan section 6.1, and the nonvested portion of the Member's Account shall be treated as a forfeiture on the day on which the distribution occurred and applied pursuant to Plan section 4.7. Notwithstanding the foregoing, effective for distributions made after December 31, 2023, the $5,000 limit set forth in the immediately preceding sentence shall be increased to $7,000. If the Member terminates employment as an Employee and he is zero percent vested in his Account at such time, such Member shall be considered to have received a distribution of such zero balance amount on his termination of employment date and the foregoing provisions of this subsection (a) shall be applied to such Member. Notwithstanding the foregoing provisions herein, in calculating the distribution dollar threshold amount described herein ($1,000 for periods on or after March 28, 2005, and $1,000 or $5,000 for periods after January 1, 2016 and prior to January 1, 2024, or $1,000 or $7,000 for distributions after December 31, 2023, as applicable), amounts credited to a Member's Account that are credited to a Rollover Contributions Account shall not be recognized.

* * * * * * * * *

In Witness Whereof, the Company has caused this instrument to be executed by its duly authorized officers effective as of the date provided herein.


		Cullen/Frost Bankers, Inc.

Attest:		By:	/s/ Annette Alonzo

By:	/s/ Janet Lane	Its:	Group Executive Vice President

Its:	Director of Employee Benefits		October 25, 2023

Document

Exhibit 4.16

2024 EQUITY INCENTIVE PLAN

Article 1. Establishment, Purpose and Duration

1.1 Establishment. Cullen/Frost Bankers, Inc., a Texas corporation, establishes an incentive compensation plan to be known as Cullen/Frost Bankers, Inc. 2024 Equity Incentive Plan, as set forth in this document. This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Share Units, and Other Stock-Based Awards. This Plan was approved by the Board of Directors on February 6, 2024, and shall become effective upon shareholder approval on April 24, 2024 (the “Effective Date”) and shall remain in effect as provided in Section 1.3. This Plan and each Award granted hereunder are conditioned on and shall be of no force or effect until the Plan is approved by the shareholders of the Company.

1.2 Purpose of this Plan. The purpose of the Plan is to foster and promote the long-term financial success of the Company by (a) motivating superior performance by means of performance-related incentives, (b) encouraging and providing for the acquisition of an ownership interest in the Company by Participants, and (c) enabling the Company to attract and retain qualified and competent persons as employees of the Company and to serve as members of the Board and whose judgment, interest and performance are required for the successful operations of the Company.

1.3 Duration of this Plan. Unless sooner terminated as provided herein, this Plan shall terminate the day before the tenth anniversary of the Effective Date. After this Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and this Plan’s terms and conditions.

Article 2. Definitions

Whenever used in this Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized.

2.1 “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rule and Regulations of the Exchange Act.

2.2 “Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Share Units, or Other Stock-Based Awards, in each case subject to the terms of this Plan and the applicable Award Agreement.

2.3 “Award Agreement” means either (i) a written or electronic agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, including any amendment or modification thereof, or (ii) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, Internet or other non-paper Award Agreements, and the use of electronic, Internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.

2.4 “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

2.5 “Board” or “Board of Directors” means the Board of Directors of the Company.

2.6 “Cause” means, unless otherwise defined under an applicable Award Agreement, in the judgment of the Committee:

(a) material misconduct of the Participant,

(b) continued failure of the Participant to perform essential job functions other than due to disability,

(c) the conviction of the Participant by a court of competent jurisdiction of a felony or entering the plea of guilty or nolo contendere to a felony by the Participant,

(d) the commission by the Participant of an act of theft, fraud, dishonesty or insubordination that is materially detrimental to the Company or any Subsidiary, or

(e) a material breach by the Participant of any material written policy of the Company.

2.7 A “Change in Control” means, except as may otherwise be provided in an Award Agreement, the occurrence of any one of the following events occurs:

(a) any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a Beneficial Owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (a) shall not be deemed to be a Change of Control by virtue of any of the following acquisitions: (A) by the Company or any Subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities or (D) a transaction (other than one described in (b) below) in which Company Voting Securities are acquired from the Company, if a majority of the incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause (D) does not constitute a Change of Control under this paragraph (a) or

(b) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (A) more than 60% of the total voting power of (x) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has Beneficial Ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among (and only among) the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation) is or becomes the Beneficial Owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) unless a majority of the incumbent Directors approve a resolution providing expressly that such Beneficial Ownership shall not apply to the relevant Business Combination and result in a Change in Control under this paragraph (b) and (C) at least 50% of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination, or

(c) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a) or (b) of this section) whose election by the Board of Directors or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, (the “incumbent Directors”) cease for any reason to constitute a majority thereof; or

(d) Approval by the shareholders of the Company and the subsequent consummation of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company.

Notwithstanding the foregoing, a Change of Control of the Company shall not be deemed to occur solely because any person acquires or holds Beneficial Ownership of more than 20% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company, such person becomes the Beneficial Owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change of Control of the Company shall then occur.

Notwithstanding the foregoing, for purposes of any Award subject to Section 409A of the Code, a Change in Control shall not occur unless such transaction or series of related transactions, constitutes a change in ownership of the Company, a change of effective control of the Company, a change in ownership of a substantial portion of the Company’s assets, each under Section 409A of the Code or otherwise constitutes a change on control within the meaning of Section 409A of the Code; provided, however, if the Company treats an event as a Change in Control that does not meet the requirements of Section 409A of the Code, such Award shall be paid when it would otherwise have been paid but for the Change in Control.

2.8 “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.

2.9 “Commission” means the Securities and Exchange Commission.

2.10 “Committee” means, for purposes of Awards granted to Employees, the Compensation and Benefits Committee of the Board or a subcommittee thereof or any other committee designated by the Board to administer this Plan. The members of the Committee shall be appointed from time to time by and shall serve at the discretion of the Board. If the Committee does not exist or cannot function for any reason, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee. The Committee shall be constituted to comply with the requirements of Rule 16b-3 promulgated by the Commission under the Exchange Act, or such rule or any successor rule thereto which is in effect from time to time, and any applicable listing or governance requirements of any securities exchange on which the Company’s Shares are listed. For Awards that may be granted to Directors, the Plan shall be administered by the Nonemployee Directors. For Awards that may be granted to appropriate Third-Party Service Providers, the Plan shall be administered by the Committee. The term "Committee" shall refer to the Compensation Committee and Benefits Committee of the Board or such other committee appointed by the Board with respect to Awards granted to Employees, shall refer to all Nonemployee Directors with respect to awards granted to Directors, and shall refer to the entire Board with respect to awards that may be granted to Third-Party Service Providers.

2.11 “Company” means Cullen/Frost Bankers, Inc., and any successor thereto as provided in Section 20.22.

2.12 “Director” means any individual who is a member of the Board of Directors of the Company.

2.13 “Disability” means a mental or physical condition which, in the opinion of the Committee, renders a Participant unable or incompetent to carry out the job responsibilities which such Participant held or tasks to which such Participant was assigned at the time the disability was incurred and which is expected to be permanent or for an indefinite period. With respect to any Award that constitutes deferred compensation under Code Section 409A and is subject to Code Section 409A, the Committee may not find that a Disability exists with respect to the applicable Participant unless, in the Committee’s opinion, such Participant is also “disabled” within the meaning of Code Section 409A.

2.14 “Dividend Equivalent” has the meaning set forth in Section 16.

2.15 “Effective Date” has the meaning set forth in Section 1.1.

2.16 “Employee” means any individual performing services for the Company, an Affiliate or a Subsidiary and designated as an employee of the Company, Affiliate or the Subsidiary on its payroll records. An Employee shall not include any individual during any period the individual is classified or treated by the Company, Affiliate or Subsidiary as an independent contractor, a consultant or an employee of an employment, consulting or temporary agency or any other entity other than the Company, Affiliate or Subsidiary, without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively reclassified, as a common-law employee of the Company or Subsidiary during such period. An individual shall not cease to be an Employee in the case of (i) any unpaid leave of absence approved by the Company or (ii) transfers between locations of the Company or among the Company, or any Affiliate or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three months following the 91st day of such leave, any Incentive Stock Option held by a Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonqualified Stock Option. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

2.17 “Exchange Act” means the Securities Exchange Act of 1934.

2.18 “Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.

2.19 “Fair Market Value” means, as applied to a specific date, the price of a Share that is based on the opening, closing, actual, high, low or average selling prices of a Share reported on any established stock exchange or national market system, including, without limitation, the New York Stock Exchange (“NYSE”) and the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation System on the applicable date, the preceding trading day, the next succeeding trading day, or an average of trading days, as determined by the Committee in its discretion. Unless otherwise specified in an Award Agreement, Fair Market Value shall be deemed to be equal to the closing price of a Share on the New York Stock Exchange (or, on such other established stock exchange or national market system, as determined by the Committee in its sole discretion, if Shares are not listed on the NYSE), or if no sales of Shares shall have occurred on such exchange on the applicable date the closing price of the Shares on such exchange on the next preceding date on which there were such sales. Notwithstanding the foregoing, if Shares are not traded on any established stock exchange or national market system, the Fair Market Value means the price of a Share as established by the Committee acting in good faith based on a reasonable valuation method that is consistent with the requirements of Section 409A of the Code and the regulations thereunder.

2.20 “Grant Date” means the date an Award is granted to a Participant pursuant to the Plan by the Committee (or such later date as specified in advance by the Committee) or, in the case of an Award granted to a Nonemployee Director, the date on which such Award is approved by the Board (or such later date as specified in advance by the Board).

2.21 “Grant Price” means the price established at the time of grant of a SAR pursuant to Article 7.

2.22 “Incentive Stock Option” or “ISO” means an Award granted pursuant to Article 6 that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code Section 422 or any successor provision.

2.23 “Insider” shall mean an individual who is, on the relevant date, an officer (as defined in Rule 16a-1(f) (or any successor provision) promulgated by the Commission under the Exchange Act) or Director of the Company, or a more than 10% Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act.

2.24 “Nonemployee Director” means a Director who is not an Employee.

2.25 “Nonqualified Stock Option” means an Award granted pursuant to Article 6 that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements.

2.26 “Option” means an Award granted to a Participant pursuant to Article 6, which Award may be an Incentive Stock Option or a Nonqualified Stock Option.

2.27 “Other Stock-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of this Plan that is granted pursuant to Article 11.

2.28 “Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted.

2.29 “Performance Period” means the period of time during which pre-established performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award.

2.30 “Performance Share Unit” means an Award granted pursuant to Article 10.

2.31 “Period of Restriction” means the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals or upon the occurrence of other events as determined by the Committee, in its discretion) as provided in Articles 8 and 9.

2.32 “Plan” means the Cullen/Frost Bankers, Inc. 2024 Equity Incentive Plan, as the same may be amended from time to time.

2.33 “Prior Plans” means Cullen/Frost Bankers, Inc. 2015 Omnibus Incentive Plan, as amended, the Cullen/Frost Bankers, Inc. 2005 Omnibus Incentive Plan, as amended and restated, the Cullen/Frost Bankers, Inc. 2007 Outside Directors Incentive Plan.

2.34 “Restricted Stock” means an Award granted pursuant to Article 8.

2.35 “Restricted Stock Unit” means an Award granted pursuant to Article 9.

2.36 “Share” means a share of common stock, par value $0.01 per share, of the Company.

2.37 “Stock Appreciation Right” or “SAR” means an Award granted pursuant to Article 7.

2.38 “Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, an interest of more than 50% of the total combined voting power of all classes of stock.

2.39 “Termination of Service” means the following:

(a) for an Employee, the date on which the Employee is no longer an Employee;

(b) for a Nonemployee Director, the date on which the Nonemployee Director is no longer a member of the Board; and

(c) for a Third-Party Service Provider, the date on which such individual no longer provides substantial services on a regular basis to the Company as determined by the Committee in its discretion.

With respect to any payment of an Award subject to Code Section 409A, a Termination of Service shall mean a “separation from service” within the meaning of Code Section 409A.

2.40 “Third-Party Service Provider” means any consultant, agent, advisor or independent contractor who renders bona fide services to the Company, or an Affiliate or a Subsidiary that (a) are not in connection with the offer and sale of the Company’s securities in a capital raising transaction, (b) do not directly or indirectly promote or maintain a market for the Company’s securities, and (c) are provided by a natural person who has contracted directly with the Company or Subsidiary to render such services.

Article 3. Administration

3.1 General. The Committee shall be responsible for administering this Plan, subject to this Article 3 and the other provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents and other individuals, any of whom may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such individuals. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participants, the Company, its Affiliates, and its Subsidiaries, and all other interested individuals. The determination of the Committee on all matters relating to the Plan or any Award Agreement will be entitled to the maximum deference permitted by law and will be final, binding and conclusive and non-reviewable and non-appealable and may be entered as a final judgment in any court having jurisdiction. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board will have all of the authority and responsibility granted to the Committee herein.

3.2 Authority of the Committee. Subject to any express limitations set forth in the Plan, the Committee shall have full and exclusive discretionary power and authority to take such actions as it deems necessary and advisable with respect to the administration of the Plan including, but not limited to, the following:

(a) To determine from time to time which of the persons eligible under the Plan shall be granted Awards, when and how each Award shall be granted, what type or combination of types of Awards shall be granted, the provisions of each Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Shares or cash pursuant to an Award and the number of Shares or amount of cash subject to an Award;

(b) To construe and interpret the Plan and Awards granted under it, and to establish, amend, and revoke rules and regulations for its administration.

(c) To correct any defect, supply any omission or reconcile any inconsistency in the Plan and all Award Agreements in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective or to cure any error or mistake and determine disputed facts related thereto; provided that, with respect to all claims or disputes arising out of any determination of the Committee that materially adversely affects a Participant’s Award, (i) the affected Participant shall file a written claim with the Committee for review, explaining the reasons for such claim, and (ii) the Committee’s decision must be written and must explain the decision;

(d) To approve forms of Award Agreements for use under the Plan;

(e) To determine Fair Market Value of a Share in accordance with Section 2.19 of the Plan;

(f) To amend the Plan or any Award Agreement as permitted in the Plan;

(g) To adopt sub-plans and/or special provisions applicable to Awards regulated by the laws of a jurisdiction other than and outside of the United States. Such sub-plans and/or special provisions may take precedence over other provisions of the Plan, but unless otherwise superseded by the terms of such sub-plans and/or special provisions, the provisions of the Plan shall govern;

(h) To authorize any person to execute on behalf of the Company any instrument required to affect the grant of an Award;

(i) To determine whether Awards will be settled in Shares, cash or in any combination thereof;

(j) To determine whether Awards will provide for Dividend Equivalents;

(k) To establish a program whereby Participants designated by the Committee may reduce compensation otherwise payable in cash in exchange for Awards under the Plan;

(l) To authorize a program permitting eligible Participants to surrender outstanding Awards in exchange for newly granted Awards subject to any applicable shareholder approval requirements set forth in Section 19.1 of the Plan;

(m) To impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by a Participant of any Shares, including, without limitation,

restrictions under an insider trading policy and restrictions as to the use of a specified brokerage firm for such resales or other transfers;

(n) To provide, either at the time an Award is granted or by subsequent action, that an Award shall contain as a term thereof a right, either in tandem with the other rights under the Award or as an alternative thereto, of the Participant to receive, without payment to the Company, a number of Shares, cash or a combination thereof, the amount of which is determined by reference to the value of Shares; and

(o) To waive any restrictions, conditions or limitations imposed on an Award at the time the Award is granted or at any time thereto including, but not limited to, forfeiture, vesting and treatment of Awards upon a Termination of Service.

(p) To permit Participants to elect to defer payments of Awards; provided that any such deferrals shall comply with applicable requirements of the Code, including Code Section 409A.

3.3 Delegation. To the extent permitted by law, the Committee may delegate to one or more of its members or to one or more officers of the Company or any Subsidiary or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or such individuals may have under this Plan. To the extent permitted by applicable law, the Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as can the Committee: (a) designate Employees to be recipients of Awards; and (b) determine the size of any such Awards; provided, however, (i) the Committee shall not delegate such responsibilities to any such officer for Awards granted to either an Employee who is an officer (as defined in Rule 16a-1(f)); (ii) the resolution providing such authorization sets forth the total number of Awards such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated.

Article 4. Shares Subject to This Plan and Maximum Awards

4.1 Number of Shares Authorized and Available for Awards. Subject to adjustment as provided under Section 4.3, the total number of Shares that are available for Awards shall be the sum of (i) 2,350,000 and (ii) the number of Shares remaining available for grant under the Prior Plans. Such Shares may be authorized and unissued Shares, treasury Shares, or Shares purchased by the Company in the open market, or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the authorized Shares may be used for any type of Award under the Plan, and any or all of the Shares may be allocated to Incentive Stock Options. Solely for the purpose of applying the limitation set forth in this Section 4.1, the number of shares available for issuance under the Plan shall be reduced by one (1.00) Share for every one (1.00) Share granted in respect of an Award.

Shares subject to awards that are assumed, converted or substituted under the Plan as a result of the Company’s acquisition of another company (including by way of merger, combination or similar transaction) will not count against the number of Shares that may be granted under the Plan. Available shares under a shareholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and will not reduce the maximum number of Shares available for grant under the Plan, subject to applicable stock exchange requirements.

4.2 Share Usage. The Committee shall determine the appropriate method for determining the number of Shares available for grant under the Plan, subject to the following:

(a) Any Shares related to an Award granted under the Plan or Prior Plans that on or after the Effective Date terminates by expiration, forfeiture, cancellation or otherwise without the issuance of the Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares shall be available again for grant under this Plan.

(b) Any Shares that are withheld by the Company or tendered by a Participant (by either actual delivery or attestation) on or after the Effective Date (i) to pay the Exercise Price of an Option granted under the Plan or (ii) to satisfy tax withholding obligations associated with an Award granted under the Plan, shall not become available again for grant under the Plan.

(c) Any Shares that were subject to a stock-settled SAR or stock-settled Option granted under the Plan that were not issued upon the exercise of such SAR or Option on or after the Effective Date shall not become available again for grant under this Plan.

(d) Any Shares that were purchased by the Company on the open market with the proceeds from the exercise of a Stock Option shall not become available again for grant under this Plan.

(e) Solely for the purpose of applying the limitation set forth in Section 4.1, the number of shares available for issuance under the Plan shall be increased by one (1.00) Share for every one (1.00) Share granted in respect of an Award that again becomes available for grant pursuant to Section 4.2(a).

4.3 Adjustments. All Awards shall be subject to the following provisions:

(a) In the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the recapitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure, number of outstanding Shares or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction (each, a “Corporate Transaction”), the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall substitute or adjust, as applicable, (i) the number and kind of Shares that may be issued under this Plan or under particular forms of Awards, (ii) the number and kind of Shares subject to outstanding Awards, (iii) the Exercise Price or Grant Price applicable to outstanding Awards, and (iv) other value determinations applicable to outstanding Awards.

(b) In addition to the adjustments permitted under paragraph (a) above, the Committee, in its sole discretion, may make such other adjustments or modifications in the terms of any Awards that it deems appropriate to reflect any Corporate Transaction, including, but not limited to, modifications of performance goals and changes in the length of Performance Periods. In addition, adjustments may include, without limitation, (i) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, (ii) the substitution of other property (including, without limitation, other securities and securities of entities other than the Company that agree to such substitution) for the Shares available under this Plan or the Shares covered by outstanding Awards including arranging for the assumption, or replacement with new awards, of Awards held by Participants, and (iii) in connection with any sale of a Subsidiary, arranging for the assumption, or replacement with new awards, of Awards held by Participants employed by the affected Subsidiary by the Subsidiary or an entity that controls the Subsidiary following the sale of such Subsidiary.

Article 5. Eligibility and Participation

5.1 Eligibility to Receive Awards. Individuals eligible to participate in this Plan include all Employees, Nonemployee Directors and Third-Party Service Providers.

5.2 Participation in the Plan. Subject to the provisions of this Plan, the Committee may, from time to time, select from all individuals eligible to participate in the Plan those individuals to whom Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by law and the amount of each Award.

5.3 Award Agreements. The Committee shall have the exclusive authority to determine the terms of an Award Agreement evidencing an Award granted under this Plan, subject to the provisions herein. The terms of an Award Agreement need not be uniform among all Participants or among similar types of Awards.

Article 6. Stock Options

6.1 Grant of Options. Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of an Option shall be evidenced by an Award Agreement, which shall specify whether the Option is in the form of a Nonqualified Stock Option or an Incentive Stock Option.

6.2 Exercise Price. The Exercise Price for each grant of an Option shall be determined by the Committee in its sole discretion and shall be specified in the Award Agreement evidencing such Option; provided, however, the Exercise Price must be at least equal to 100% of the Fair Market Value of a Share as of the Option’s Grant Date, subject to adjustment as provided for under Section 4.3.

6.3 Term of Option. The term of an Option granted to a Participant shall be determined by the Committee, in its sole discretion; provided, however, no Option shall be exercisable later than the tenth anniversary of its Grant Date.

6.4 Exercise of Option. An Option shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.

6.5 Payment of Exercise Price. An Option shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures that may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Exercise Price. The Exercise Price of any exercised Option shall be payable to the Company in accordance with one of the following methods to the extent permitted under a Participant’s applicable Award Agreement:

(a) In cash or its equivalent;

(b) By tendering (either by actual delivery or by attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Exercise Price;

(d) By a net exercise;

(e) By any combination of (a), (b), (c); or (d);

(f) By any other method approved or accepted by the Committee in its sole discretion.

Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars or Shares, as applicable.

6.6 Special Rules Regarding ISOs. Notwithstanding any provision of the Plan to the contrary, an Option granted in the form of an ISO to a Participant shall be subject to the following rules:

(a) Special ISO definitions:

(i) “Parent Corporation” shall mean as of any applicable date a corporation in respect of the Company that is a parent corporation within the meaning of Code Section 424(e).

(ii) “ISO Subsidiary” shall mean as of any applicable date any corporation in respect of the Company that is a subsidiary corporation within the meaning of Code Section 424(f).

(iii) A “10% Owner” is an individual who owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its Parent Corporation or any ISO Subsidiary.

(b) Eligible employees. An ISO may be granted solely to eligible Employees of the Company, Parent Corporation, or ISO Subsidiary.

(c) Specified as an ISO. An Award Agreement evidencing the grant of an ISO shall specify that such grant is intended to be an ISO.

(d) Exercise Price. The Exercise Price for each grant of an ISO shall be determined by the Committee in its sole discretion and shall be specified in the Award Agreement; provided, however, the Exercise Price must be at least equal to 100% of the Fair Market Value of a Share as of the ISO’s Grant Date (in the case of 10% owners, the Exercise Price may not be not less than 110% of such Fair Market Value), subject to adjustment provided for under Section 4.3.

(e) Right to exercise. Any ISO granted to a Participant shall be exercisable during a Participant’s lifetime solely by such Participant.

(f) Exercise period. The period during which a Participant may exercise an ISO shall not exceed ten years (five years in the case of a Participant who is a 10% owner) from the date on which the ISO was granted.

(g) Termination of Service. In the event a Participant has a Termination of Service due to death or Disability, the Participant (or, in the case of death, the person(s) to whom the Option is transferred by will or the laws of descent and distribution) shall have the right to exercise the Participant’s ISO award during the period specified in the applicable Award Agreement solely to the extent the Participant had the right to exercise the ISO on the date of his death or Disability; as applicable; provided, however, that such period may not exceed one year from the date of such Termination of Service or if shorter, the remaining term of the ISO. In the event a Participant has a Termination of Service for reasons other than death or Disability, the Participant shall have the right to exercise the Participant’s ISO during the period specified in the applicable Award Agreement solely to the extent the Participant had the right to exercise the ISO on the date of such Termination of Service; provided, however, that such period may not exceed three months from the date of such Termination of Service or if shorter, the remaining term of the ISO.

(h) Dollar limitation. To the extent that the aggregate Fair Market Value of (a) the Shares with respect to which Options designated as Incentive Stock Options plus (b) the shares of stock of the Company, Parent Corporation and any ISO Subsidiary with respect to which other Incentive Stock Options are exercisable for the first time by a holder of such Incentive Stock Options during any calendar year under all plans of the Company and ISO Subsidiary exceeds $100,000, such Options shall be treated as Nonqualified Stock Options. For purposes of the preceding sentence, (a) Options shall be taken into account in the order in which they were granted, and (b) the Fair Market Value of the Shares shall be determined as of the time the Option or other incentive stock option is granted.

(i) Duration of plan. No ISO may be granted more than ten years after the earlier of (a) adoption of this Plan by the Board and (b) the Effective Date.

(j) Notification of disqualifying disposition. If any Participant shall make any disposition of Shares issued pursuant to the exercise of an ISO, such Participant shall notify the Company of such disposition within 30 days thereof. The Company shall use such information to determine whether a disqualifying disposition as described in Code Section 421(b) has occurred.

(k) Transferability. No ISO may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution; provided, however, that at the discretion of the Committee, an ISO may be transferred to a grantor trust under which Participant making the transfer is the sole beneficiary.

Article 7. Stock Appreciation Rights

7.1 Grant of SARs. SARs may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of SARs shall be evidenced by an Award Agreement.

7.2 Grant Price. The Grant Price for each grant of a SAR shall be determined by the Committee and shall be specified in the Award Agreement evidencing the SAR; provided, however, the Grant Price must be at least equal to 100% of the Fair Market Value of a Share as of the Grant Date, subject to adjustment as provided for under Section 4.3.

7.3 Term of SAR. The term of a SAR granted to a Participant shall be determined by the Committee, in its sole discretion; provided, however, no SAR shall be exercisable later than the tenth anniversary date of its Grant Date.

7.4 Exercise of SAR. A SAR shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.

7.5 Notice of Exercise. A SAR shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures that may be authorized by the Committee, setting forth the number of Shares with respect to which the SAR is to be exercised.

7.6 Settlement of SARs. Upon the exercise of a SAR, pursuant to a notice of exercise properly completed and submitted to the Company in accordance with Section 7.5, a Participant shall be entitled to receive payment from the Company in an amount equal to the product of (a) and (b) below:

(a) The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price.

(b) The number of Shares with respect to which the SAR is exercised.

Payment shall be made in cash, Shares or a combination thereof as provided for under the applicable Award Agreement.

Article 8. Restricted Stock

8.1 Grant of Restricted Stock. Restricted Stock may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of Restricted Stock shall be evidenced by an Award Agreement.

8.2 Nature of Restrictions. Each grant of Restricted Stock shall be subject to a Period of Restriction that shall lapse upon the satisfaction of such conditions and restrictions as are determined by the Committee in its sole discretion and set forth in an applicable Award Agreement. Such conditions or restrictions may include, without limitation, one or more of the following:

(a) A requirement that a Participant pay a stipulated purchase price for each Share of Restricted Stock;

(b) Restrictions based upon the achievement of specific performance goals;

(d) Time-based restrictions; or

(e) Restrictions under applicable laws and restrictions under the requirements of any stock exchange or market on which such Shares are listed or traded.

8.3 Issuance of Shares. To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions or restrictions applicable to such Shares have been satisfied or lapse. Shares of Restricted Stock covered by each Restricted Stock grant shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapsed (including satisfaction of any applicable tax withholding obligations) at which time certificates representing such Shares may be transferred to the Participant or such Shares may be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, as determined in the discretion of the Committee.

8.4 Certificate Legend. In addition to any legends placed on certificates pursuant to Section 8.2, each certificate representing Shares of Restricted Stock granted pursuant to this Plan may bear a legend such as the following or as otherwise determined by the Committee in its sole discretion: The sale or transfer of Shares of stock represented by this certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer as set forth in the Cullen/Frost Bankers, Inc. 2024 Equity Incentive Plan, and in the associated Award Agreement. A copy of this Plan and such Award Agreement may be obtained from the Company.

8.5 Voting Rights. As set forth in a Participant’s applicable Award Agreement, the Committee shall determine the extent to which a Participant holding Shares of Restricted Stock shall be granted the right to exercise full voting rights with respect to those Shares.

8.6 Section 83(b) Election. The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Code Section 83(b). If a Participant makes an election pursuant to Code Section 83(b) concerning a Restricted Stock Award, the Participant shall be required to file promptly a copy of such election with the Company.

Article 9. Restricted Stock Units

9.1 Grant of Restricted Stock Units. Restricted Stock Units may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. A grant of a Restricted Stock Unit or Restricted Stock Units shall not represent the grant of Shares but shall represent a promise to deliver a corresponding number of Shares or the value of each Share based upon the completion of service, performance conditions, or such other terms and conditions as specified in the applicable Award Agreement over the Period of Restriction. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement.

9.2 Nature of Restrictions. Each grant of Restricted Stock Units shall be subject to a Period of Restriction that shall lapse upon the satisfaction of such conditions and restrictions as are determined by the Committee in its sole discretion and set forth in an applicable Award Agreement. Such conditions or restrictions may include, without limitation, one or more of the following:

(a) A requirement that a Participant pay a stipulated purchase price for each Restricted Stock Unit;

(b) Restrictions based upon the achievement of specific performance goals;

(d) Time-based restrictions; and/or

(e) Restrictions under applicable laws or under the requirements of any stock exchange on which Shares are listed or traded.

9.3 Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder or the Shares corresponding to any Restricted Stock Units granted hereunder.

9.4 Settlement and Payment of Restricted Stock Units. Unless otherwise elected by the Participant as permitted under the Award Agreement, or otherwise provided for in the Award Agreement, Restricted Stock Units shall be settled upon the date such Restricted Stock Units vest. Such settlement shall be made in Shares unless otherwise specified in the Award Agreement.

Article 10. Performance Share Units

10.1 Grant of Performance Share Units. Performance Share Units may be granted to Participants in such number, and upon such terms and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of Performance Share Units shall be evidenced by an Award Agreement. A Participant’s Performance Share Unit Award will be determined based on the attainment of written objective performance goals approved by the Committee for the specified Performance Period.

10.2 Adjustments. For each fiscal year of the Company, the Committee may (i) designate additional business criteria on which the performance goals may be based or (ii) provide for objectively determinable adjustments, modifications or amendments to any of the performance criteria on which the performance goals are based, as the Committee may deem appropriate (including, but not limited to, for one or more of the items of gain, loss, profit or expense: (A) determined to be extraordinary or unusual in nature or infrequent in occurrence, (B) related to the disposal of a segment of a business, (C) related to a change in accounting principle under generally accepted accounting principles (“GAAP”), (D) related to discontinued operations that do not qualify as a segment of business under GAAP or (E) attributable to the business operations of any entity acquired by the Company during the fiscal year). The Committee may provide in any Award that any evaluation of performance may include or exclude the impact, if any, on reported financial results of any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation, claims, judgments, or settlements, (c) changes in tax laws, accounting principles or other laws or provisions, (d) reorganization or restructuring programs, (e) acquisitions or divestitures, (f) foreign exchange gains and losses or (g) gains and losses that are treated as extraordinary items under Accounting Standards Codification Topic 225. The Committee shall retain the discretion to adjust such Awards, either on a formula or discretionary basis or any combination, as the Committee determines, in its sole discretion.

10.3 Determination of Performance. Following the completion of each Performance Period, the Committee will have the sole discretion to determine whether the applicable performance goals have been met with respect to a given Participant and ascertain the amount of the applicable Performance Share Unit Award.

10.4 Form and Timing of Payment of Performance Share Units. The number of Performance Share Units determined by the Committee for the Performance Period will be paid to such Participant at such time as determined by the Committee in its sole discretion after the end of such Performance Period. The Company shall pay any such Performance Share Units in the form of Shares unless otherwise specified in the Award Agreement. Any Shares paid to a Participant under this Section 10.4 may be subject to any restrictions deemed appropriate by the Committee.

Article 11. Other Stock-Based Awards

The Committee may grant Other Stock-Based Awards not otherwise described by the terms of this Plan to a Participant in such amounts and subject to such terms and conditions as the Committee shall determine, in its sole discretion. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares. Each grant of Other Stock-Based Awards shall be evidenced by an Award Agreement. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee, in its sole discretion. Payment, if any, with respect to Other Stock-Based Awards shall be made in accordance with the terms of the applicable Award Agreement, in cash, Shares or a combination of both as determined by the Committee in its sole discretion.

Article 12. Effect of Termination of Service

Each Award Agreement evidencing the grant of an Award shall provide for the following:

(a) The extent to which a Participant shall vest in or forfeit such Award following the Participant’s Termination of Service.

(b) With respect to an Award in the form of an Option or SAR, the extent to which a Participant shall have the right to exercise the Option or SAR following the Participant’s Termination of Service.

The foregoing provisions shall be determined in the sole discretion of the Committee, shall be included in each Award Agreement entered into with each Participant, need not be uniform among all Award Agreements and may reflect distinctions based on the reasons for termination.

Article 13. Transferability of Awards and Shares

13.1 Transferability of Awards. Except as provided in Section 13.2, Awards shall not be transferable other than by will or the laws of descent and distribution or, subject to the consent of the Committee, pursuant to a domestic relations order entered into by a court of competent jurisdiction; no Awards shall be subject, in whole or in part, to attachment, execution or levy of any kind; and any purported transfer in violation of this Section 13.1 shall be null and void.

13.2 Committee Action. The Committee may, in its discretion, approve a Participant’s transfer of an Award (except in the case of an ISO), on such terms and conditions as the Committee deems appropriate, either (i) to the Participant’s “Immediate Family” (as defined below), (ii) to an inter vivos or testamentary trust (or other entity) in which the Award is to be passed to the Participant’s designated beneficiaries, or (iii) by gift to charitable institutions. Any transferee of the Participant’s rights shall succeed and be subject to all of the terms of the applicable Award Agreement and the Plan. “Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.

13.3 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired by a Participant under the Plan as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed or traded or under any blue sky or state securities laws applicable to such Shares.

Article 14. Nonemployee Director Awards

14.1 Awards to Nonemployee Directors. The Committee shall recommend and the Board shall approve all Awards to Nonemployee Directors. The terms and conditions of any grant of any Award to a Nonemployee Director shall be set forth in an Award Agreement.

14.2 Awards in Lieu of Fees. The Board may permit a Nonemployee Director the opportunity to receive an Award in lieu of payment of all or a portion of future director fees (including, but not limited to, cash retainer fees and meeting fees) or other type of Awards pursuant to such terms and conditions as the Board may prescribe and set forth in an applicable sub-plan or Award Agreement.

14.3 Annual Award Limits. Notwithstanding any provision of the Plan to the contrary, the maximum aggregate number of Shares for which Options, SARs, Restricted Stock Restricted Stock Units and Other Stock Based Awards that may be granted to any Nonemployee Director in any calendar year shall be 50,000 shares, respectively (for avoidance of the doubt, this limit applies separately to each type of Award).

Article 15. Effect of a Change in Control

15.1 Double-Trigger Change in Control Vesting

(a) Except as otherwise provided in an applicable Award Agreement, in the event of a Change in Control, unless otherwise specifically prohibited under law or by the rules and regulations of a national security exchange applicable to the Company, if the employment of a Participant is terminated by the Company without Cause or by the Participant for “good reason” (based on the definition of that term, if any, as set forth in the applicable Award Agreement) within the twenty-four (24) month period following such Change in Control:

(i) any and all Options and SARs granted under the Plan will become both vested and immediately exercisable as of the date of such termination of employment;

(ii) any restrictions imposed on Restricted Stock and Restricted Stock Units will lapse, and Restricted Stock Units will become both vested and immediately payable as of the date of such termination of employment;

(iii) any outstanding Performance Share Units will become both vested and immediately payable as of the date of such termination of employment; and

(iv) any Other Stock-Based Awards will become both vested and immediately payable as of the date of such termination of employment.

(b) In the event of a Change in Control, the payout opportunities attainable under all outstanding Performance Share Units will be deemed to have been earned based on the greater of targeted performance and actual performance being attained as of the effective date of the Change in Control and such Performance Share Units will remain subject to time-based vesting for the remainder of the applicable performance period, subject to accelerated vesting in accordance with Section 15.1(a).

Notwithstanding the foregoing, in the event of a Change in Control, the Committee may determine that all outstanding Awards will be cancelled upon a Change in Control, and the value of such Awards, as determined by the Committee in accordance with the terms of the Plan and the Award Agreement, will be paid out in cash, Shares or other property within a reasonable time subsequent to the Change in Control; provided, that (i) no such payment will be made on account of an Incentive Stock Option using a value higher than the Fair Market Value of a share of Stock on the date of settlement and (ii) prior to the occurrence of a Change in Control, the Committee may determine to cancel without any payment or other consideration any Options and SARs having, as applicable, an Exercise Price or Grant Price per share at the time of the Change in Control that is equal to or greater than the value of the consideration received by shareholders of the Company in respect of a Share in connection with the Change in Control.

Article 16. Dividends and Dividend Equivalents

16.1 Payment of Dividends on Restricted Stock. With respect to an Award of Restricted Stock, the Committee may grant or limit the right of a Participant to receive dividends declared on Shares that are subject to such Award granted to the Participant; provided, however, that in the case of an Award of Restricted Stock as to which vesting depends upon the satisfaction of one or more performance conditions, such dividends shall be subject to the same performance conditions, as the underlying Award. Dividends shall be converted to and paid in cash or additional Shares or Awards by such formula and at such time and subject to such limitations as may be determined by the Committee and set forth in the applicable Award Agreement.

16.2 Payment of Dividend Equivalents on Awards Other than Options, SARs and Restricted Stock. Except for Options, SARs and Restricted Stock, the Committee may grant Dividend Equivalents to a Participant based on the dividends declared on Shares that are subject to any Award granted to the Participant, with such Dividend Equivalents credited to the Participant as of the applicable dividend payment dates that occur during a period determined by the Committee; provided however, that in the case of an Award as to which vesting depends upon the satisfaction of one or more performance conditions, such Dividend Equivalents shall be subject to the same performance conditions as the underlying Award. Dividend Equivalents shall be converted to and paid in cash or additional Shares or Awards by such formula and at such time and subject to such limitations as may be determined by the Committee.

Article 17. Beneficiary Designation

Each Participant under this Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Plan is to be paid in case of the Participant’s death before the Participant receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form or based upon procedures prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such beneficiary designation, benefits remaining unpaid or rights remaining unexercised at the Participant’s death shall be paid to or exercised by the Participant’s executor, administrator or legal representative.

Article 18. Rights of Participants

18.1 Employment. Nothing in this Plan or an Award Agreement shall (a) interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment with the Company or any Subsidiary at any time or for any reason not prohibited by law or (b) confer upon any Participant any right to continue the Participant’s employment or service as a Director or Third-Party Service Provider for any specified period of time. Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or any Subsidiary and, accordingly, subject to Articles 3 and 19, this Plan and the benefits hereunder may be amended or terminated at any time in the sole and exclusive discretion of the Board or Committee without giving rise to any liability on the part of the Company, any Subsidiary, the Committee or the Board.

18.2 Participation. No individual shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.

18.3 Rights as a Shareholder. Except as otherwise provided herein, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.

Article 19. Amendment and Termination

19.1 Amendment and Termination of the Plan and Awards.

(a) Subject to subparagraphs (b) and (c) of this Section 19.1 and Section 19.3 of the Plan, the Board may at any time amend or terminate the Plan or any outstanding Award Agreement.

(b) Except as provided for in Section 4.3, the terms of an outstanding Award Agreement may not be amended, without prior shareholder approval, to:

(i) reduce the Exercise Price of an outstanding Option or to reduce the Grant Price of an outstanding SAR,

(ii) cancel an outstanding Option or SAR in exchange for other Options or SARs with an Exercise Price or Grant Price, as applicable, that is less than the Exercise Price of the cancelled Option or the Grant Price of the cancelled SAR, as applicable, or

(iii) cancel an outstanding Option with an Exercise Price that is less than the Fair Market Value of a Share on the date of cancellation or cancel an outstanding SAR with a Grant Price that is less than the Fair Market Value of a Share on the date of cancellation in exchange for cash or another Award.

(c) Notwithstanding the foregoing, no amendment of this Plan shall be made without shareholder approval if shareholder approval is required pursuant to rules promulgated by any stock exchange or quotation system on which Shares are listed or quoted or by applicable U.S. state corporate laws or regulations, applicable U.S. federal laws or regulations and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan. Unless otherwise determined by the Board, shareholder approval of any suspension, discontinuance, revision or amendment will be obtained only to the extent necessary to comply with any applicable laws, regulations or rules of a securities exchange or self-regulatory agency; provided, however, if and to the extent the Board determines it is appropriate for the Plan to comply with the provisions of Section 422 of the Code, no amendment that would require shareholder approval under Section 422 of the Code will be effective without the approval of the Company’s shareholders.

19.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.3) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. By accepting an Award under this Plan, a Participant agrees to any adjustment to the Award made pursuant to this Section 19.2 without further consideration or action.

19.3 Awards Previously Granted. Notwithstanding any other provision of this Plan to the contrary, other than Sections 19.2 and 19.4, no termination or amendment of this Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under this Plan, without the written consent of the Participant holding such Award.

19.4 Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the contrary, the Committee may amend the Plan or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or an Award Agreement to any law relating to plans of this or similar nature, and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 19.4 to the Plan and any Award without further consideration or action.

19.5 Deferred Compensation. Unless otherwise indicated in the applicable Award Agreement, it is not intended that any Award under this Plan, in form and/or operation, will constitute “deferred compensation” within the meaning of Code Section 409A and, therefore, it is intended that each Award will not be subject to the requirements applicable to deferred compensation under Section 409A of the Code and the regulations thereunder. All Awards made under the Plan that are intended to be “deferred compensation” subject to Section 409A will be interpreted, administered and construed to comply with Section 409A, and all Awards made under the Plan that are intended to be exempt from Section 409A will be interpreted, administered and construed to comply with and preserve such exemption. If an Award constitutes “deferred compensation” as defined under Code Section 409A, in each case to the extent required to comply with Section 409A, (a) any payment due upon a Participant’s termination of Employment will be paid only upon such Participant’s separation from service from the Company within the meaning of Section 409A; (b) if the Participant is a “specified employee” within the meaning of Section 409A, any payment to be made with respect to such Award in connection with the Participant’s separation from service from the Company within the meaning of Section 409A (and any other payment that would be subject to the limitations in Section 409A(a)(2)(B) of the Code) will be delayed until six months after the Participant’s separation from service (or earlier death) in accordance with the requirements of Section 409A; (c) if the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participant’s right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment; (d) if the Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), the Participant’s right to the dividend equivalents will be treated separately from the right to other amounts under the Award. For purposes of Section 409A, each payment made under an Award will be treated as a separate payment. In no event may a Participant, directly or indirectly, designate the calendar year of payment.

Article 20. General Provisions

20.1 Forfeiture Events

(a) The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable treatment of an Award.

(b) Awards and any compensation directly attributable to Awards shall be subject to the Cullen/Frost Bankers, Inc. Clawback Policy adopted to comply with Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act and Section 303A.14 of the New York Stock Exchange Listed Company Manual. In addition, Awards and any compensation directly attributable to Awards may be made subject to forfeiture, recovery by the Company or other action pursuant to any other compensation recovery policy adopted by the Company at any time, or as otherwise required by law and any Award Agreement may be unilaterally amended by the Committee to comply with any such compensation recovery policy.

20.2 Tax Withholding

(a) Maximum Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, up to the maximum statutory amount to satisfy applicable federal, state and local tax withholding requirements, domestic or foreign, with respect to any taxable event arising as a result of this Plan.

(b) Share Withholding. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock, upon the settlement of Restricted Stock Units, or upon the achievement of performance goals related to Performance Share Units, or any other taxable event arising as a result of an Award granted hereunder (collectively referred to as “Share Payment”), the Company, in its discretion, may withhold from a Share Payment the number of Shares having a Fair Market Value on the date the withholding is to be determined equal to up to the maximum statutory withholding requirement.

20.3 Legend. The certificates for Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer of such Shares.

20.4 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.

20.5 Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

20.6 Requirements of Law. The granting of Awards, the issuance of Shares and the making of any payment with respect thereto under or as a result of this Plan or any Award shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

20.7 Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to:

(a) Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and

(b) Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.

20.8 Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

20.9 Investment Representations. The Committee may require any individual receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.

20.10 Employees Based Outside of the United States. Notwithstanding any provision of this Plan to the contrary, in order to comply with the laws in other countries in which the Company or any Subsidiaries operate or have Employees, Directors or Third-Party Service Providers, the Committee, in its sole discretion, shall have the power and authority to:

(a) Determine which Subsidiaries shall be covered by this Plan;

(b) Determine which Employees, Directors or Third-Party Service Providers outside the United States are eligible to participate in this Plan;

(c) Modify the terms and conditions of any Award granted to Employees, Directors or Third-Party Service Providers outside the United States to comply with applicable foreign laws;

(d) Establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any sub-plans and modifications to Plan terms and procedures established under this Section 20.10 by the Committee shall be attached to this Plan document as appendices; and

(e) Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.

Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate applicable law.

20.11 Uncertificated Shares. To the extent that this Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be affected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.

20.12 Unfunded Plan. Participants shall have no right, title or interest whatsoever in or to any investments that the Company or any Subsidiaries may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative or any other individual. To the extent that any individual acquires a right to receive payments from the Company or any Subsidiary under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company or the Subsidiary, as the case may be. All payments to be made hereunder shall be paid from the general funds of the Company, or the Subsidiary, as the case may be, and no special or separate fund shall be established, and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in this Plan.

20.13 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, Awards or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated. Awards may be aggregated to eliminate fractional Shares.

20.14 Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Subsidiary’s retirement plans (both qualified and nonqualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.

20.15 Nonexclusivity of this Plan. The adoption of this Plan shall not be construed as creating any limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant.

20.16 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (i) limit, impair, or otherwise affect the Company’s or a Subsidiary’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets; or (ii) limit the right or power of the Company or a Subsidiary to take any action that such entity deems to be necessary or appropriate.

20.17 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the state of Texas excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction.

20.18 Mandatory Arbitration. Unless otherwise specified in an applicable Award Agreement, to the fullest extent permitted by law, it shall be a condition of each Award that any dispute, controversy or claim (“Dispute”) between the Company and a Participant, arising out of or relating to or concerning the Plan or applicable Award Agreement, shall be finally settled by binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) or a successor organization, located in San Antonio, Texas by a single arbitrator pursuant to its Employment Arbitration Rules & Procedures then in effect. Except as otherwise authorized by applicable law, all awards of the arbitrator shall be binding and non-appealable. The parties agree that this Section 20.18 shall be governed by the Federal Arbitration Act, and that the arbitrator shall apply Texas law to the merits of any Dispute, without regard to conflicts of law principles. Prior to arbitration, all claims maintained by the Participant must first be submitted to the Committee in accordance with any claims procedures as may be determined by the Committee. Any arbitration decision and/or award will be final and binding upon the parties and may be entered as a judgment in any appropriate court. Nothing herein shall be construed as an agreement by either the Company or the Participant to arbitrate claims on a collective or class basis. In addition, by accepting an Award, the Participant agrees that, to the fullest extent permitted by applicable law, no arbitrator shall have the authority to consider class or collective claims, to order consolidation or to join different claimants or grant relief other than on an individual basis to the individual claimant involved.

20.19 Delivery and Execution of Electronic Documents. To the extent permitted by applicable law, the Company may (i) deliver by email or other electronic means (including posting on a website maintained by the Company or by a third party under contract with the Company) all documents relating to the Plan or any Award thereunder (including, without limitation, prospectuses required by the Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) and (ii) permit Participant’s to electronically execute applicable Plan documents (including, but not limited to, Award Agreements) in a manner prescribed to the Committee.

20.20 No Representations or Warranties Regarding Tax Effect. Notwithstanding any provision of the Plan to the contrary, the Company, Affiliates, Subsidiaries, the Board and the Committee neither represent nor warrant the tax treatment under any federal, state, local or foreign laws and regulations thereunder (individually and collectively referred to as the “Tax Laws”) of any Award granted or any amounts paid to any Participant under the Plan including, but not limited to, when and to what extent such Awards or amounts may be subject to tax, penalties and interest under the Tax Laws.

20.21 Indemnification. Subject to requirements of applicable law and regulation, each individual who is or shall have been a member of the Board, or a Committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by the individual in connection with or resulting from any claim, action, suit or proceeding to which the individual may be a party or in which the individual may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by the individual in settlement thereof, with the Company’s approval, or paid by the individual in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided the individual shall give the Company an opportunity, at its own expense, to handle and defend the same before the individual undertakes to handle and defend it on the individual’s own behalf, unless such loss, cost, liability or expense is a result of the individual’s own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

20.22 Successors. All obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

Document

Exhibit 5.1

OPINION AND CONSENT OF COOLIDGE E. RHODES, JR.

April 30, 2024

Cullen/Frost Bankers, Inc.

111 West Houston Street

San Antonio, Texas 78205

Re: Securities Being Registered under Registration Statement on Form S-8

Ladies and Gentlemen:

In connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 (the “Act”) of (i) 2,576,038 shares (the “Plan Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of Cullen/Frost Bankers, Inc., a Texas corporation (the “Company”), that may be issued pursuant to the Company’s 2024 Equity Incentive Plan (the “2024 Plan”) and (ii) 4,000,000 shares of Common Stock of the Company (the “401(k) Shares” and collectively with the Plan Shares, the “Securities”) under The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates (the “401(k) Plan”), I have examined originals, or copies certified or otherwise identified to my satisfaction, of (i) the Restated Articles of Incorporation of the Company, (ii) the Amended and Restated Bylaws of the Company, (iii) certain resolutions of the Company’s Board of Directors, (iv) the 2024 Plan and the 401(k) Plan, and (v) such other documents, records, and other instruments as I have deemed appropriate for purposes of the opinions set forth here.

Based upon the foregoing, I am of the opinion that when the Registration Statement becomes effective under the Act and the Securities have been duly authorized by the Company, and upon issuance and delivery against payment therefor in accordance with the terms of the 2024 Plan and the 401(k) Plan, the Securities will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of Texas, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ COOLIDGE E. RHODES, JR.

Coolidge E. Rhodes, Jr.

Group Executive Vice President and General Counsel and Secretary

Document

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2024 Equity Incentive Plan and The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates of our reports (a) dated February 6, 2024, with respect to the consolidated financial statements of Cullen/Frost Bankers, Inc., and the effectiveness of internal control over financial reporting of Cullen/Frost Bankers Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023 and (b) dated June 23, 2023, with respect to the financial statements and schedule of The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. included in the Plan’s Annual Report (Form 11-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission

/s/ ERNST & YOUNG LLP

San Antonio, Texas

April 30, 2024

Document

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Phillip D. Green, Jerry Salinas and Coolidge E. Rhodes and each of them, his or her true and lawful attorneys-in-fact and agents, and with power of substitution and resubstitution, for him/her and in his/her name, place and stead, and in any and all capacities, to sign one or more registration statements and any and all amendments (including post-effective amendments) and supplements relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, for the purpose of registering shares of common stock of Cullen/Frost Bankers, Inc. under the Act for the 2024 Equity Incentive Plan and The 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature	Title	Date

/s/ PHILLIP D. GREEN	Chairman of the Board, Director and Chief Executive Officer (Principal Executive Officer)	April, 24, 2024
Phillip D. Green

/s/ JERRY SALINAS	Group Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April, 24, 2024
Jerry Salinas

/s/ HOPE ANDRADE	Director	April, 24, 2024
Hope Andrade

/s/ CHRIS M. AVERY	Director	April, 24, 2024
Chris M. Avery

/s/ ANTHONY R. CHASE	Director	April, 24, 2024
Anthony R. Chase

/s/ CYNTHIA J. COMPARIN	Director	April, 24, 2024
Cynthia J. Comparin

/s/ SAMUEL G. DAWSON	Director	April, 24, 2024
Samuel G. Dawson

/s/ CRAWFORD H. EDWARDS	Director	April, 24, 2024
Crawford H. Edwards

/s/ DAVID J. HAEMISEGGER	Director	April, 24, 2024
David J. Haemisegger

/s/ CHARLES W. MATTHEWS	Director	April, 24, 2024
Charles W. Matthews

/s/ JOSEPH A. PIERCE	Director	April, 24, 2024
Joseph A. Pierce

/s/ LINDA B. RUTHERFORD	Director	April, 24, 2024
Linda B. Rutherford

/s/ JACK WILLOME	Director	April, 24, 2024
Jack Willome