EMPLOYMENT AGREEMENT



                  Agreement made as of April 7, 2000 (the "Effective Date"),

between Morris D. Weiss (the "Executive") and National Bancshares Corporation of

Texas, a Texas corporation (the "Company").



                  The Executive has been employed by the Company pursuant to an

Employment Agreement effective as of April 7, 1997 (the "Initial Agreement").

The Initial Agreement expired as of April 7, 2000, with the parties reserving

all rights pursuant to such agreement.



                  The Board of Directors of the Company (the "Board") desires to

provide for the continued employment of the Executive as Senior Vice President

and General Counsel ("GC") and the Executive is willing to commit himself to

serve the Company and the Board, on the terms and conditions provided herein.



                  In order to effect the foregoing, the Company and the

Executive wish to enter into an employment agreement (the "Agreement") on the

terms and conditions set forth below. Accordingly, in consideration of the

premises and respective covenants and agreements of the parties herein

contained, and intending to be legally bound hereby, the parties hereto agree as

follows:



                  1.  EMPLOYMENT.  From and after the Effective Date, the

Company hereby agrees, subject to the approval of the Board, to employ the

Executive, and the Executive agrees to serve the Company, on the terms and

conditions set forth herein.



                  2. TERM. The term of this Agreement shall commence as of the

date hereof and shall continue for one (1) year. Upon the expiration of the

initial one (1) year term, this Agreement shall be automatically renewed for

successive periods of one (1) year each, unless, not later than ninety (90) days

prior to the end of the initial term or any renewal term, the Company shall have

given notice to Executive or the Executive shall have given notice to the

Company that either of them does not wish to extend this Agreement. The first

one (1) year renewal period shall commence on the first day immediately

following the conclusion of the initial one (1) year term.



                  3. POSITION AND DUTIES. The Executive shall serve at the

pleasure and direction of the Board as the GC of the Company and shall have such

responsibilities, duties and authority reasonably accorded to and expected of a

GC with the Executive's skills, knowledge and background. The Executive shall

devote substantial but not exclusive attention to the affairs of the Company as

the Executive's duties may reasonably require, it being understood that the

Executive has an employment agreement with NBC Financial, Inc., a wholly-owned

indirect subsidiary of the Company, and is involved with unrelated businesses

and will be devoting substantial attention to such other entities as well; and

provided, further, however, that nothing herein shall preclude the Executive

from making and managing personal investments or serving in any capacity with

any civic, educational or charitable organization, so long as such activities do

not interfere with the performance of his duties hereunder.



                  4.       PLACE OF PERFORMANCE.  The Executive shall continue

to be based at the principal executive offices of the Company in the city of San

Antonio, State of Texas.



                  5.  COMPENSATION AND RELATED MATTERS.



                           5.1      SALARY.  During the term of the employment

set forth in Section 2 hereof, the Company shall pay to the Executive an annual

base salary of Ninety Thousand Dollars ($90,000.00) such salary to be paid in

substantially equal semi-monthly installments. Compensation of the Executive by

salary payments shall not be deemed exclusive and shall not prevent the

Executive from participating in any other compensations, tax benefit or other

benefit plans of the Company.



                           5.2  EXPENSES.  During the term of the Executive's

employment hereunder, the Executive shall be entitled to receive prompt

reimbursement of all reasonable and customary expenses incurred by the Executive

in performing services hereunder, including all travel, living and/or office

expenses while away from home or business at the request of and in the service

of the Company, provided that such expenses are incurred and accounted for in

accordance with the policies and procedures established by the Company.



                           5.3  OTHER BENEFITS.  It is agreed that the benefits

that the Executive and members of his





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immediate family shall receive shall be generally those available to the

executive officers of the Company (including without limitation such retirement

plans, incentive compensation plans, medical plans, service plans, life

insurance plans and disability plans as the Company from time to time

maintains). The Company and the Executive will agree upon discretionary bonus

and stock incentive plans based upon performance. The parties agree that these

benefits shall continue for so long as the Executive continues to serve the

Company.



                           5.4  VESTING OF OPTIONS.  The Executive was

previously granted Twenty Thousand (20,000) options exercisable at $13.25 per

share (the "Options") as of June 25, 1997 pursuant to the 1995 Stock Plan, as

restated and amended (the "Plan"). The Plan provides, among other things, that

the Compensation Committee may accelerate the vesting of any options granted

under the Plan. At a meeting on April 17, 2000, the Compensation Committee (a)

accelerated the vesting schedule in respect of the Options and fully vested such

Options with the Executive, and (b) extended the expiration date in respect of

the Options until two (2) years after termination of the employment of the

Executive. In addition, at the same meeting, the Compensation Committee granted

an additional Three Thousand Five Hundred (3,500) options under the Plan at the

then current market price of the common stock of the Company which shall vest

according to the Plan.



                           5.5  VACATIONS.  The Executive shall be entitled to

no less than four (4) weeks paid vacation per year during the initial term of

the Agreement (and no less than four (4) weeks paid vacation per year during

each renewal term), and to compensation in respect of earned but unused vacation

days, determined in accordance with the Company's then current vacation policy.

The Executive shall also be entitled to all paid holidays and personal days

given by the Company for its executives.



                           5.4  SERVICE FURNISHED.  The Company shall furnish

the Executive with office space, stenographic assistance and such other

facilities as shall be suitable to the Executive's position and adequate for the

performance of his duties as set forth in Section 3 hereof.



                  6.  TERMINATION.  The Executive's employment hereunder may be

terminated without breach of this Agreement only under the following

circumstances:



                           6.1  DEATH.  The Executive's employment hereunder

shall terminate upon his death.



                           6.2  DISABILITY.  If, as a result of the Executive's

incapacity due to physical or mental illness, the Executive shall have been

absent from his duties hereunder for the entire period of four (4) consecutive

months, and within thirty (30) days after written Notice of Termination (as

defined in Section 6.5 hereof is given (which may occur before or after the end

of such four (4) month period, but which shall not be effective prior to the end

of such three (3) month period)), the Executive shall not have returned to the

performance of his duties hereunder, the Company may terminate the Executive's

employment hereunder.



                           6.3  CAUSE.  The Company may terminate the

Executive's employment hereunder for Cause (as defined herein). For purposes of

this Agreement, the Company shall have "Cause" to terminate the Executive's

employment hereunder for (i) the Executive's negligence in the performance or

intentional nonperformance (continuing for ten (10) days after receipt of

written notice of need to cure) of any of the Executive's responsibilities to

the Company hereunder, (ii) the Executive's willful commission of any criminal

act of fraud with respect to the Company or which may affect the reputation of

the Company adversely, (iii) the Executive's willful dishonesty, (iv) the

Executive's willful gross misconduct, or (v) the Executive's willful violation

of a material condition of his employment by the Company (continuing for ten

(10) days after receipt of written notice of need to cure).



                           6.4  TERMINATION BY THE EXECUTIVE.  This Agreement

may be terminated by the Executive should the Company fail to observe or perform

any of the provisions of this Agreement required to be observed or performed by

the Company. The Executive shall give the Company written notice of the breaches

or failure on the Company's part and the Company shall have thirty (30) days

within which to cure such violation. Any violation cured within this thirty (30)

day period shall be as though it had never existed. Any violation that continues

to exist at the end of the thirty (30) day period shall, at the Executive's

option, give rise to the termination of this Agreement except as otherwise

provided herein.



                           6.5      Any termination of the Executive's

employment by the Company or by the Executive (other than termination pursuant

to Section 6.1 hereof) shall be communicated by written Notice of Termination to

the other party hereto in accordance with Section 11 hereof. For purposes of

this Agreement, a "Notice of Termination" shall mean a notice which shall

indicate the specific termination provision of this Agreement relied upon and

shall set forth in reasonable detail the facts and circumstances claimed to

provide a basis for termination of the Executive's employment under the

provisions so indicated.





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                           6.6      "Date of Termination" shall mean (i) if the

Executive's employment is terminated by his death, the date of his death, (ii)

if the Executive's employment is terminated pursuant to Section 6.2 above,

thirty (30) days after Notice of Termination is given and effective (provided

that the Executive shall not have returned to the performance of his duties

during such thirty (30) day period), (iii) if the Executive's employment is

terminated pursuant to Section 6.3 above, the date specified in the Notice of

Termination, and (iv) if the Executive's employment is terminated for any other

reason, the date on which a Notice of Termination is received.



                  7.  COMPENSATION UPON TERMINATION; CHANGE IN CONTROL;

OR DURING DISABILITY.



                           7.1      During any period that the Executive fails

to perform his duties hereunder as a result of incapacity due to physical or

mental illness, the Executive shall continue to receive his full salary at the

rate then in effect for such period until his employment is terminated pursuant

to Section 6.2 hereof (a "Disability Termination"); and, after such Disability

Termination, the Company shall pay the Executive one hundred percent (100%) of

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