THE CULLEN/FROST BANKERS, INC. DEFERRED
COMPENSATION PLAN FOR COVERED EMPLOYEES
1. Purpose. The purpose of The Cullen/Frost Bankers, Inc. Deferred Compensation Plan for Covered
Employees is to provide for the mandatory deferral of certain compensation payable to executive officers of the
Company which would not be deductible by the Company under Section 162(m) of the Internal Revenue Code.
(a) "Account" means the deferred compensation account established for a Participant pursuant to Section 4(a).
(b) "Beneficiary" means the person(s) designated by a Participant pursuant to Section 7 to receive payment of his
or her Account in the event of the Participant's death.
(c) "Board of Directors" means the board of directors of the Company.
(d) "Committee" means the Compensation Committee of the Board of Directors.
(e) "Company" means Cullen/Frost Bankers, Inc.
(f) "Covered Employee" means, for any Plan Year, the Company's Chief Executive Officer (or individual acting in
such capacity) and any employee of the Company or its subsidiaries who, in the discretion of the Committee for
purposes of determining those employees who are "covered employees" under
Section 162(m) of the Internal Revenue Code, is likely to be among the four other highest compensated officers
of the Company for such Plan Year.
(g) "Deferral" means that portion of a Participant's Total Compensation which is deferred pursuant to Section 4.
(h) "Disability" means a physical or mental disability which is determined by a physician acceptable to the
Committee to have rendered the Participant incapable of continuing in the regular active employment of the
Company for at least six months.
(i) "Participant" means a Covered Employee who is participating in the Plan pursuant to Section 3.
(j) "Plan" means The Cullen/Frost Bankers, Inc. Deferred Compensation Plan for Covered Employees set forth
herein and as amended from time to time. The Plan is effective as of November 26, 2002.
(k) "Plan Yea