AMEGY BANCORPORATION, INC. SECOND AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS DEFERRED FEE PLAN

Exhibit 4.16

AMEGY BANCORPORATION, INC.
SECOND AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS
DEFERRED FEE PLAN

          1.            Purpose. The purpose of the Plan is to provide Non-Employee Directors an opportunity to defer payment of all or a portion of their Director’s Fees in accordance with the terms and conditions set forth herein.

          2.            Definitions. For the purposes of the Plan, the following capitalized words shall have the meanings set forth below:

“Advisory Director” means an advisory director of the Bank Board and any member of any advisory board of directors or similar group or committee that may be constituted from time to time by the Board, the Bank Board, or management of the Company or the Bank.

“Bank” means Amegy Bank N.A., a wholly-owned subsidiary of the Company.

“Bank Board” means the Board of Directors of the Bank.

“Board” means the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” means the Compensation Committee of the Board.

“Common Stock” means the common stock, par value $1.00 per share, of the Company.

“Company” means Amegy Bancorporation, Inc.

“Deferral Election Form” means a document, in a form approved by the Company, pursuant to which a Non-Employee Director makes a deferral election under the Plan.

“Deferral Period” means each calendar year. The first Deferral Period under the Plan shall commence January 1, 2002. If an individual becomes eligible to participate in the Plan after the commencement of a Deferral Period, the Deferral Period for that individual shall be the remainder of such Deferral Period following his Election Date.

“Deferred Benefit” means an amount that will be paid on a deferred basis under the Plan.

“Deferred Compensation Account” means the bookkeeping account established for each Non-Employee Director for purposes of measuring his or her Deferred Benefit and shall include subaccounts for Deferred Benefits that are to be paid at different times and/or in a different manner.

“Director’s Fee” means the cash portion of the annual retainer fee and any other fees payable for service on the Board or the Bank Board, including, without limitation, any meeting fees or fees for serving as a chair of any committee of the Board or the Bank Board or any fees received as an Advisory Director.

“Election Date” means the day immediately preceding the commencement of a Deferral Period. If an individual first becomes eligible to participate in the Plan after the start of a Deferral Period, the Election Date shall be not later than the thirtieth day following the initial date such individual became a Non-Employee Director.

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“Fair Market Value” means the closing sales price of a share of Common Stock on the applicable date (or, if there was no trading in the shares on such date, on the next preceding date on which there was trading) on the principal exchange or system on which the shares are sold, as reported in The Wall Street Journal or other reporting service approved by the Committee.

“Non-Employee Director” means a member of the Board or the Bank Board and an Advisory Director who is not an employee of the Company or any of its subsidiaries.

“Phantom Stock Unit” means a bookkeeping unit representing the equivalent in value of one share of Common Stock.

“Plan” means the Amegy Bancorporation, Inc. Non-Employee Director Deferred Fee Plan.

          3.            Administration.

(a)

The Plan shall be administered by the Committee.

(b)

The Committee shall be authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to make factual determinations in connection with the administration or interpretation of the Plan, and to make any other determinations that it believes are necessary or advisable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Deferral Election Form to the extent the Committee deems desirable to carry the Plan into effect. Any decision of the Committee in the administration of the Plan shall be final and conclusive. The Committee may act only by a majority of its members, except that the members thereof may authorize any one or more of the Committee members to execute and deliver documents on behalf of the Committee.

(c)

Each member of the Committee and each other person acting at the direction of or on behalf of the Committee shall not be liable for any determination or anything done or omitted to be done by him or by any other member of the Committee or any other such individual in connection with the Plan, except for his own gross negligence or willful misconduct or as expressly provided by statute, and to the extent permitted by law and the bylaws of the Company, shall be fully indemnified and protected by the Company with respect to such determination, act or omission.

          4.           Shares Available. The Company is authorized to credit up to 125,000 Phantom Stock Units and to issue up to 125,000 shares of Common Stock, respectively, under the Plan (the “Plan Limit”). Such shares of Common Stock may be newly issued shares of Common Stock or reacquired shares of Common Stock held in the treasury of the Company.

          5.            Deferral of Director’s Fees.

(a)

Deferral Elections.

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(i)

General Provisions. Unless the Committee provides otherwise, Non-Employee Directors may elect to defer all, one-half or none of their Director’s Fees with respect to a Deferral Period in the manner provided in this Section 5. A Non-Employee Director’s Deferred Benefit is at all times nonforfeitable.

(ii)

Deferral Election Forms. In order for a Non-Employee Director to participate in the Plan for a given Deferral Period, a Deferral Election Form, completed and signed by him, must be delivered to the Company on or prior to the applicable Election Date. A new Deferral Election Form must be submitted by a Non-Employee Director for each Deferral Period. A Non-Employee Director electing to participate in the Plan for a given Deferral Period shall indicate on his Deferral Election Form:

(A)

the percentage of the Director’s Fees for the Deferral Period to be deferred, which election shall be irrevocable for such Deferral Period, and

(B)

the timing and manner of payment of the Director’s Fees deferred for that Deferral Period. Any subsequent change as to the timing and manner of payment of Deferred Benefits already credited to the Non-Employee Director’s Deferred Compensation Account must (i) be made at least 12 months prior to the date of the schedule payment or commencement of payment; (ii) delay the subsequent payment or commencement of payment at least five years after the date on which such payment or commencement of payment would otherwise have been made or commenced; and shall not be effective for 12 months following the change.

(iii)

Effect of No Deferral Election. A Non-Employee Director who does not have a completed Deferral Election Form on file with the Company on or prior to the applicable Election Date for a Deferral Period may not defer his Director’s Fees for such Deferral Period.

(b)

Establishment of Deferred Compensation Accounts. A Non-Employee Director’s deferrals will be credited to a Deferred Compensation Account set up for that Non-Employee Director by the Company in accordance with the provisions of this Section 5.

(c)

Crediting of Phantom Stock Units to Deferred Compensation Accounts.

(i)

Number of Phantom Stock Units. The portion of the Director’s Fees that a Non-Employee Director elects to defer shall be credited to the Deferred Compensation Account in Phantom Stock Units as of the last business day of the fiscal quarter in which such portion of the Director’s Fees would otherwise have been payable to the Non-Employee Director in cash. The number of Phantom Stock Units to be credited to the Deferred Compensation Account shall be determined by dividing (1) the amount of the Director’s Fees deferred during such quarter by (2) the Fair Market Value of a share of Common Stock as of the date of crediting, and (3) multiplying such result by 1.25. Any partial Phantom Stock Unit that results from the application of the previous sentence shall be rounded up or down to the nearest whole Phantom Stock Unit.

(ii)

Dividends. No adjustment or credit will be made to a Deferred Compensation Account by reason of the making of any distribution in respect of the Common Stock, other than a transaction described i